Clearway Energy updates exchange rights for CEG units

Clearway Energy, Inc. entered into a Third Amended and Restated Exchange Agreement with Clearway Energy LLC and Clearway Energy Group LLC on April 1, 2026.

Accepted by SEC EDGAR 04/01/2026 - 09:28 PM EDT

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Form Type

8-K

Rhea-AI Filing Summary

Clearway Energy, Inc. entered into a Third Amended and Restated Exchange Agreement with Clearway Energy LLC and Clearway Energy Group LLC on April 1, 2026. The agreement updates how certain units held by CEG unitholders can be exchanged into Clearway Energy stock.

Previously, Class B units of Clearway Energy LLC were exchangeable into Class A common stock, and Class D units into Class C common stock, on a one-for-one basis, with matching Class B or Class D common shares extinguished. The new agreement allows CEG unitholders to exchange Class B units for Class C common stock instead, still one-for-one, while the corresponding Class B common shares are extinguished.

8-K Event Classification

2 items: 1.01, 9.01

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Agreement date: April 1, 2026 Prior agreement date: October 28, 2024 Exchange ratio: 1-for-1

3 metrics

Agreement date April 1, 2026 Third Amended and Restated Exchange Agreement effective date

Prior agreement date October 28, 2024 Second Amended and Restated Exchange Agreement date

Exchange ratio 1-for-1 Units exchanged into Class A or Class C common stock with share extinguishment

Key Terms

Material Definitive Agreement, Third Amended and Restated Exchange Agreement, Class A common stock, Class C common stock, +1 more

5 terms

Material Definitive Agreement regulatory

"Item 1.01 Entry into a Material Definitive Agreement."

A material definitive agreement is a legally binding contract that creates major, long‑term obligations or rights for a company, such as loans, asset sales, mergers, or supplier deals. Think of it like a mortgage or lease for a business: it can change future cash flow, risk and control, so investors watch these agreements closely because they can materially affect a company’s value, financial health and stock price.

Third Amended and Restated Exchange Agreement regulatory

"entered into a Third Amended and Restated Exchange Agreement"

Class A common stock financial

"exchange its Class B units of Clearway Energy LLC for shares of Class A common stock"

Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.

Class C common stock financial

"exchange its Class D units of Clearway Energy LLC for shares of Class C common stock"

A class C common stock is a type of company share that usually represents ownership but often carries limited or no voting power compared with other share classes. For investors, that matters because it can affect influence over company decisions and sometimes the stock’s price or dividend priority — think of it as owning a ticket to the same event but in a section with less say in how the event is run.

CEG Unitholders financial

"permitted transferees who acquire Class B units or Class D units of Clearway Energy LLC (collectively with CEG, the “CEG Unitholders”)"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Clearway Energy (CWEN) announce in its latest 8-K?

Clearway Energy reported a Third Amended and Restated Exchange Agreement with Clearway Energy LLC and Clearway Energy Group LLC. The filing focuses on revising how certain Clearway Energy LLC units held by CEG unitholders can be exchanged into Clearway Energy common stock.

How does the new exchange agreement change Class B unit exchanges for CWEN?

Under the new agreement, CEG unitholders may exchange their Class B units of Clearway Energy LLC for shares of Class C common stock on a one-for-one basis. When this occurs, a corresponding number of Class B common shares of Clearway Energy, Inc. is extinguished.

What were the exchange terms for Clearway Energy units before this amendment?

Previously, Class B units of Clearway Energy LLC were exchangeable for Class A common stock, and Class D units for Class C common stock, each on a one-for-one basis. Each exchange also extinguished the corresponding number of Class B or Class D common shares of Clearway Energy, Inc.

Who are the CEG unitholders referenced in Clearway Energy’s 8-K?

CEG unitholders include Clearway Energy Group LLC and certain permitted assignees or transferees that acquire Class B or Class D units of Clearway Energy LLC. These holders have contractual rights to exchange their LLC units into Clearway Energy common stock under the exchange agreement.

Does the amended exchange agreement affect Class D unit exchanges at CWEN?

The filing states that, under the prior agreement, Class D units of Clearway Energy LLC were exchangeable for Class C common stock on a one-for-one basis. The new description focuses on changing Class B unit exchanges, while keeping the one-for-one structure and associated share extinguishment language.

When was the previous exchange agreement for Clearway Energy dated?

The prior Second Amended and Restated Exchange Agreement was dated October 28, 2024. The new Third Amended and Restated Exchange Agreement, dated April 1, 2026, replaces and restates that earlier version with updated exchange mechanics for certain CEG unitholders.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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): April 1, 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.)

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 April 1, 2026, Clearway Energy, Inc. (the “Company”), Clearway Energy LLC and Clearway Energy Group LLC (“CEG”) entered into a Third Amended and Restated Exchange Agreement (the “Third Amended Exchange Agreement”), which amends and restates the Second Amended and Restated Exchange Agreement, dated as of October 28, 2024, among the Company, Clearway Energy LLC and CEG (the “Second Amended Exchange Agreement”). Under the Second Amended Exchange Agreement, CEG (and certain permitted assignees and permitted transferees who acquire Class B units or Class D units of Clearway Energy LLC (collectively with CEG, the “CEG Unitholders”)) was entitled to, from time to time, (i) exchange its Class B units of Clearway Energy LLC for shares of Class A common stock of the Company (“Class A common stock”) and (ii) exchange its Class D units of Clearway Energy LLC for shares of Class C common stock of the Company (“Class C common stock”), in each case, on a one-for-one basis, subject to equitable adjustments for stock splits, stock dividends and reclassifications; provided, that, upon any exchange of Class B units of Clearway Energy LLC for shares of Class A common stock or any exchange of Class D units of Clearway Energy LLC for shares of Class C common stock, a corresponding number of shares of Class B common stock or Class D common stock of the Company, as applicable, would be extinguished.

The Third Amended Exchange Agreement amends and restates the Second Amended Exchange Agreement to, among other things, provide that a CEG Unitholder may, from time to time, exchange its Class B units of Clearway Energy LLC for shares of Class C common stock (rather than shares of Class A common stock), in each case, on a one-for-one basis, subject to equitable adjustments for stock splits, stock dividends and reclassifications; provided, that, upon any such exchange, a corresponding number of shares of Class B common stock of the Company will be extinguished.

The foregoing description of the Third Amended Exchange Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of the Third Amended Exchange Agreement, which is filed herewith as Exhibit 10.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Document

10.1		Third Amended and Restated Exchange Agreement, dated April 1, 2026, among Clearway Energy, Inc., Clearway Energy LLC and Clearway Energy Group LLC.

104		Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

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 Vice President, General Counsel and Corporate Secretary

Dated: April 2, 2026

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

5 documents

Agreements & Contracts

EX-10.1 EXHIBIT 10.1 118.6 KB