[8-K] Clearway Energy, Inc. Reports Material Event

Rhea-AI Filing Summary

Clearway Energy, Inc. agreed to acquire a portfolio of utility-scale solar companies and to form a joint-venture purchase for additional projects. A Clearway subsidiary will buy five target companies that manage, own and operate about 386 MWac of solar capacity for a base cash price of $225.8M, subject to customary adjustments. Separately, Clearway and two Fengate entities will split interests in joint-venture targets that together operate about 227 MWac in California, New Mexico and Colorado; Clearway will pay a base cash price of $79.5M for a 50% stake and Fengate will pay $79.5M for the other 50%, each subject to customary adjustments. Purchase agreements are dated October 3, 2025 and certain exhibit schedules are omitted or redacted under Regulation S-K.

Positive

• Acquisition adds ~386 MWac of utility-scale solar capacity for a base price of $225.8M
• Joint venture secures ~227 MWac across California, New Mexico and Colorado with a 50% interest for $79.5M
• Transaction scale increases Clearway's operational footprint by ~613 MWac collectively

Negative

• Purchase prices are subject to customary adjustments, creating potential variability in final cash required
• Schedules and certain exhibit portions are omitted or redacted, limiting visibility into specific liabilities or contract terms
• JV structure shares ownership, which may limit Clearway's upside compared with sole ownership and introduces partner execution risk

Insights

M&A Analyst

Clearway expands utility-scale solar fleet with ~$385M of announced transactions.

These agreements add approximately 613 MWac of capacity via a direct purchase of 386 MWac and a JV for 227 MWac, funded by combined base cash consideration of $384.8M before adjustments. The structure splits ownership of the JV targets evenly with a third-party investor, reducing Clearway's immediate cash outlay for full ownership while securing a platform in the western U.S.

The deals carry integration and regulatory execution risk and customary purchase price adjustments; key near-term items include closing conditions and any omitted schedules that may contain operating or contractual details. Monitor transaction close timelines and any disclosed adjustments or material omitted schedule requests to the SEC within the next 3-6 months.

Project Finance Specialist

Transaction sizes and JV split indicate a balance of capital deployment and risk-sharing.

The $225.8M direct purchase consolidates east/other-region projects while the $79.5M JV purchase secures western projects with partnership capital from Fengate entities. The 50/50 JV allows Clearway to capture operational scale without sole capital burden; financing terms, debt allocation, and tax attributes will determine near-term dilution and cash needs.

Watch for disclosures on assumed liabilities, tax equity arrangements, and any project-level debt that could affect net investment obligations; these items typically appear in schedules or post-close filings within Q4 2025 to Q1 2026.

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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): October 3, 2025

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.)

300 Carnegie Center, Suite 300, 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 A Common Stock, par value $0.01	CWEN.A	New York Stock Exchange
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 October 3, 2025, Cardinal Purchaser LLC (the “Clearway Purchaser”), a subsidiary of Clearway Energy, Inc. (the “Company”), entered into a Purchase and Sale Agreement (the “Clearway Purchase Agreement”) with Deriva Energy, LLC (“Deriva Seller”), Symphony Breeze, LLC (“Breeze Seller”) and Symphony Sun, LLC (“Sun Seller”, and together with Deriva Seller and Breeze Seller, the “Sellers”).  Pursuant to the terms of the Clearway Purchase Agreement, Clearway Purchaser will acquire from Sellers all of the limited liability company membership interests in each of Deriva Energy NC Solar, LLC, Clear Skies Solar Holdings, LLC, Washington Millfield Solar, LLC, Deriva Energy Solar I, LLC and Washington Airport Solar, LLC (collectively, the “Target Companies”) for a base purchase price of approximately $225.8 million in cash, subject to certain customary price adjustments (the “Clearway Transaction”).  The Target Companies are engaged in the business of managing, owning and operating utility-scale solar energy generation projects generating approximately 386 megawatt alternating current (“MWac”) throughout the United States.

On October 3, 2025, Cardinal JV Purchaser LLC (the “Clearway JV Purchaser”), a subsidiary of the Company, Fengate Cardinal Blocker LLC (“Fengate Purchaser 1”), Fengate Yield (VCOC) UBTI Blocker LLC (“Fengate Purchaser 2”, together with Fengate Purchaser 1, the “Fengate Purchasers”, and together with Clearway JV Purchaser, the “JV Purchasers”), and Sellers entered into a Purchase and Sale Agreement (the “JV Purchase Agreement”, and together with the Clearway Purchase Agreement, the “Purchase Agreements”).  Pursuant to the terms of the JV Purchase Agreement, (i) Clearway JV Purchaser will acquire from Sellers 50% of the limited liability company membership interests in each of Caprock Solar 2 LLC and two limited liability companies to be formed prior to closing (collectively, the “JV Target Companies”) for a base purchase price of approximately $79.5 million in cash, subject to certain customary price adjustments, and (ii) the Fengate Purchasers will collectively acquire the remaining 50% of the limited liability company membership interests in the JV Target Companies for a base purchase price of approximately $79.5 million in cash, subject to certain customary price adjustments (collectively, the “JV Transaction” and together with the Clearway Transaction, the “Transactions”).  The JV Target Companies are engaged in the business of managing, owning and operating utility-scale solar energy generation projects generating approximately 227 MWac in California, New Mexico and Colorado.

The Purchase Agreements contain customary representations and warranties and covenants made by each of the parties. Except in the event of fraud, the representations and warranties will not survive the closing of the Transactions. Instead, Clearway Purchaser and the JV Purchasers have obtained a representation and warranty insurance policy, under which the issuer of such policy will insure Clearway Purchaser and the JV Purchasers against certain claims, damages or other losses arising from breaches by the Sellers of their representations and warranties in the Purchase Agreements, subject to certain limitations and exclusions and other customary terms and conditions.

The closing of the Transactions is subject to customary closing conditions and certain third-party actions. The closing of the Transactions is expected to occur during the first half of 2026.

The foregoing description of the Transactions and the Purchase Agreements does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreements, copies of which are filed as Exhibit 10.1 and Exhibit 10.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.		Document
10.1†*		Purchase and Sale Agreement, dated as of October 3, 2025, by and among Cardinal Purchaser LLC, Deriva Energy, LLC, Symphony Breeze, LLC and Symphony Sun, LLC.
10.2†*		Purchase and Sale Agreement, dated as of October 3, 2025, by and among Cardinal JV Purchaser LLC, Fengate Cardinal Blocker LLC, Fengate Yield (VCOC) UBTI Blocker LLC, Deriva Energy, LLC, Symphony Breeze, LLC and Symphony Sun, 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/ Kevin P. Malcarney
		Kevin P. Malcarney
		Executive President, General Counsel and Corporate Secretary
Dated: October 6, 2025

FAQ

What did Clearway Energy (CWEN) agree to buy on October 3, 2025?

Clearway agreed to buy all membership interests in five target companies operating about 386 MWac for a base cash price of $225.8M, and to acquire a 50% interest in JV target companies totaling about 227 MWac for $79.5M.

How much total base cash consideration is Clearway committing?

Combined base purchase prices total approximately $384.8M before customary adjustments ($225.8M + $79.5M for Clearway's JV stake and $79.5M for the JV partner).

Where are the acquired projects located?

The direct acquisitions cover projects throughout the United States totaling ~386 MWac; the JV targets total ~227 MWac located in California, New Mexico and Colorado.

Are there any undisclosed details in the filing I should be aware of?

Yes. The filing notes that certain schedules and portions of exhibits have been omitted or redacted under Regulation S-K; these omitted items may include non-material competitive information, but an unredacted copy can be furnished to the SEC upon request.

What are the key near-term items investors should watch?

Investors should watch for closing condition disclosures, any purchase price adjustments, filings that disclose omitted schedules, and statements about assumed liabilities or financing arrangements in subsequent SEC filings.