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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 23, 2026
Clearway Energy, Inc.
(Exact name of registrant as specified in its charter)
| Delaware |
|
001-36002 |
|
46-1777204 |
(State or other jurisdiction of
incorporation) |
|
(Commission File Number) |
|
(IRS Employer Identification No.) |
902 Carnegie Center, Suite 520, Princeton,
New Jersey 08540
(Address of principal executive offices, including zip code)
(609) 608-1525
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
| Class C Common Stock, par value $0.01 |
CWEN |
New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 1.01 Entry Into a Material Definitive Agreement.
On September 23, 2026, Swan Purchaser
LLC (“Purchaser”), a subsidiary of Clearway Energy, Inc. (the
“Company”), entered into a Membership Interest Purchase Agreement (the
“Purchase Agreement”) with Swan CE Seller LLC (“Seller”),
an affiliate of Clearway Energy Group LLC (“CEG”). Pursuant to the
terms of the Purchase Agreement, Purchaser will acquire from Seller certain limited liability company membership interests in Swan
TargetCo LLC (“Target Company”), which, subject to certain terms and
conditions referenced in the Purchase Agreement, will become the indirect owner of all of the limited liability company interests in
Swan Solar LLC (“Swan Solar”), for a base purchase price of
approximately $230 million in cash, subject to adjustments based on a financial model designed to achieve certain minimum economic
thresholds (the “Transaction”). Swan Solar is developing and
constructing a solar photovoltaic generating facility, with an approximate installed capacity of 650 megawatts, in Bates County,
Missouri. Effective at the closing of the Transaction, Purchaser will own 100% of the class A units of the Target Company and
Clearway Renew LLC, a wholly owned subsidiary of CEG and the parent company of Seller, will own 100% of
the class C units of the Target Company.
The Purchase Agreement contains customary representations,
warranties and covenants made by each of the parties. In addition, Purchaser, on the one hand, and Seller, on the other hand, are obligated,
subject to certain limitations, to indemnify each other and their respective officers, directors, employees, counsel, accountants, financing
advisors, consultants and agents for certain customary and other specified matters, including breaches of representations and warranties,
nonfulfillment or breaches of covenants and for certain liabilities and third-party claims.
The closing of the Transaction (the “Closing”)
is subject to the satisfaction or waiver of a number of customary closing conditions and certain third-party actions. Subject to the satisfaction
or waiver of the conditions set forth in the Purchase Agreement, the Closing is expected to occur during the third quarter of 2028.
The foregoing description of the Transaction and
the Purchase Agreement does not purport to be complete and is subject to, and qualified in its entirety by, reference to the full text
of the Purchase Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein
by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit
No. |
|
Document |
| 10.1†* |
|
Membership Interest Purchase Agreement, dated as of September 23, 2026, by and between Swan CE Seller LLC and Swan Purchaser LLC. |
| |
|
|
| 104 |
|
Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. |
| † |
Schedules and similar attachments to this Exhibit have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the U.S. Securities and Exchange Commission (the “SEC”) upon request. |
| * |
Certain portions of this Exhibit have been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K. The omitted information is (i) not material and (ii) would likely cause competitive harm to the Company if publicly disclosed. The Company agrees to furnish supplementally an unredacted copy of this Exhibit to the SEC upon request. |
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| |
Clearway Energy, Inc. |
| |
|
|
| |
By: |
/s/
Michael A. Brown |
| |
|
Michael A. Brown |
| |
|
Senior Vice President, General Counsel and Corporate Secretary |
Dated: September 28, 2026
