Clearway Energy (NYSE: CWEN) sets up $100M ATM stock program

Q: What did Clearway Energy (CWEN) announce on August 6, 2026?

Clearway Energy entered into an Equity Distribution Agreement allowing sales of Class C common stock up to $100,000,000 . Shares may be sold from time to time through designated agents on the New York Stock Exchange at prevailing market prices.

Q: How will Clearway Energy (CWEN) use proceeds from the ATM Program?

Clearway Energy intends to use net proceeds for general corporate purposes , including repayment or refinancing of indebtedness, working capital, capital expenditures, acquisitions and investments. Funds not immediately needed may be invested in marketable securities and short-term investments.

Q: Which financial institutions are agents under Clearway Energy’s Equity Distribution Agreement?

The agents are Wells Fargo Securities, Morgan Stanley & Co., BofA Securities, Citigroup Global Markets and J.P. Morgan Securities . They act as sales agents to execute market-based transactions for Clearway Energy’s Class C common stock under the program.

Q: Under which registration statement will CWEN’s ATM shares be issued?

The shares will be issued under Clearway Energy’s Form S-3 shelf registration statement , File No. 333-298054 . A prospectus supplement dated August 6, 2026, covers the ATM Program and is incorporated into that effective registration statement.

Q: What legal opinions support Clearway Energy’s $100,000,000 stock program?

Clearway Energy filed a legal opinion from Baker Botts L.L.P. , included as Exhibit 5.1, along with a related consent in Exhibit 23.1. These documents are to be incorporated by reference into the Form S-3 registration statement supporting the program.

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Clearway Energy, Inc. entered into an Equity Distribution Agreement with several banks under which it may offer and sell shares of its Class C common stock from time to time, up to an aggregate sales price of $100,000,000 under an ATM Program.

Sales may be made through the Agents as sales agents via ordinary brokers’ transactions on the New York Stock Exchange, through a market maker or electronic communications network at market prices or as otherwise permitted by law. Net proceeds are intended for general corporate purposes, including repayment or refinancing of indebtedness and funding of working capital, capital expenditures, acquisitions and investments, with excess funds potentially invested in marketable securities and short-term investments. The shares will be issued pursuant to a prospectus supplement dated August 6, 2026 to the Form S-3 shelf registration statement (File No. 333-298054). The company also filed a legal opinion and related consent from Baker Botts L.L.P. in connection with this program.

Filing Explained

The ATM agreement creates potential dilution for existing holders, but no completed share sale is reported.

The ATM agreement creates capacity for potential new-share issuance, which would dilute existing holders if shares are sold, but the August 6 8-K reports no completed share sale.

The 8-K permits sales of Class C common stock up to an aggregate sales price of $100,000,000 and describes them as occurring “if any,” establishing financing capacity rather than proceeds received.

An at-the-market program is an arrangement for gradual sales into the open market at prevailing prices. The Form S-3 shelf provides the registration framework for future sales; filing it authorizes capacity and does not itself sell shares.

The specific item to monitor is whether a later filing reports shares sold, price, and proceeds under this program; this 8-K provides no completed-sale figures from which the resulting ownership effect can be sized.

8-K Event Classification

3 items: 1.01, 8.01, 9.01

3 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 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Key Figures

ATM Program Capacity: $100,000,000 Par Value per Share: $0.01 per share Shelf Registration File Number: 333-298054 +1 more

4 metrics

ATM Program Capacity $100,000,000 Maximum aggregate sales price of Class C common stock under the Equity Distribution Agreement

Par Value per Share $0.01 per share Par value of Clearway Energy’s Class C common stock eligible for sale under the program

Shelf Registration File Number 333-298054 Form S-3 shelf registration statement under which the ATM shares will be issued

Exhibit 1.1 1.1 Exhibit number for the Equity Distribution Agreement filed with the report

Key Terms

Equity Distribution Agreement, shelf registration statement, prospectus supplement, ATM Program, +1 more

5 terms

Equity Distribution Agreement financial

"entered into an Equity Distribution Agreement (the “Agreement”) with Wells Fargo"

An equity distribution agreement is a formal plan between a company and financial institutions to sell newly issued shares of the company's stock to investors over a period of time. It helps the company raise money gradually, similar to filling a container with water in stages, rather than all at once. For investors, it provides an organized way to buy shares and can influence the stock's supply and price.

shelf registration statement regulatory

"to the Company’s shelf registration statement (the “Registration Statement”) on Form S-3"

A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.

prospectus supplement regulatory

"The Shares will be issued pursuant to a prospectus supplement, dated August 6, 2026"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

ATM Program financial

"up to an aggregate sales price of $100,000,000 (the “ATM Program”)"

An at-the-market (ATM) program is an arrangement that lets a publicly traded company sell newly issued shares gradually into the open market at prevailing prices, through a designated broker-dealer, instead of raising money in one large offering. It gives the company flexible, lower-cost fundraising; for existing shareholders it matters because each sale adds to the share count, which can dilute their ownership stake.

forward-looking statements regulatory

"contains forward-looking statements within the meaning of Section 27A of the Securities Act"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

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

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Available on EDGAR 08/06/2026 - 05:04 PM Accepted by SEC EDGAR 08/06/2026 - 05:03 PM

FAQ

What did Clearway Energy (CWEN) announce on August 6, 2026?

Clearway Energy entered into an Equity Distribution Agreement allowing sales of Class C common stock up to $100,000,000. Shares may be sold from time to time through designated agents on the New York Stock Exchange at prevailing market prices.

How large is Clearway Energy’s new ATM Program for CWEN stock?

The program permits sales of Class C common stock up to an aggregate sales price of $100,000,000. These shares may be issued over time through multiple agents, providing flexibility in how and when Clearway Energy accesses the equity markets.

How will Clearway Energy (CWEN) use proceeds from the ATM Program?

Clearway Energy intends to use net proceeds for general corporate purposes, including repayment or refinancing of indebtedness, working capital, capital expenditures, acquisitions and investments. Funds not immediately needed may be invested in marketable securities and short-term investments.

Which financial institutions are agents under Clearway Energy’s Equity Distribution Agreement?

The agents are Wells Fargo Securities, Morgan Stanley & Co., BofA Securities, Citigroup Global Markets and J.P. Morgan Securities. They act as sales agents to execute market-based transactions for Clearway Energy’s Class C common stock under the program.

Under which registration statement will CWEN’s ATM shares be issued?

The shares will be issued under Clearway Energy’s Form S-3 shelf registration statement, File No. 333-298054. A prospectus supplement dated August 6, 2026, covers the ATM Program and is incorporated into that effective registration statement.

What legal opinions support Clearway Energy’s $100,000,000 stock program?

Clearway Energy filed a legal opinion from Baker Botts L.L.P., included as Exhibit 5.1, along with a related consent in Exhibit 23.1. These documents are to be incorporated by reference into the Form S-3 registration statement supporting the program.

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): August 6, 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 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 August 6, 2026, Clearway Energy, Inc. (the “Company”) and Clearway Energy LLC entered into an Equity Distribution Agreement (the “Agreement”) with Wells Fargo Securities, LLC, Morgan Stanley & Co. LLC, BofA Securities, Inc., Citigroup Global Markets Inc. and J.P. Morgan Securities LLC (collectively, the “Agents”). Pursuant to the terms of the Agreement, the Company may offer and sell shares of the Company’s Class C common stock, par value $0.01 per share (the “Shares”), from time to time through the Agents, as the Company’s sales agents for the offer and sale of the Shares, up to an aggregate sales price of $100,000,000 (the “ATM Program”). Sales of the Shares, if any, will be made by means of ordinary brokers’ transactions on the New York Stock Exchange, to or through a market maker or directly on or through an electronic communications network at market prices or as otherwise permitted by law. The Company intends to use the net proceeds from the sale of the Shares for general corporate purposes, which may include the repayment or refinancing of indebtedness and the funding of working capital, capital expenditures, acquisitions and investments. The Company may invest funds not required immediately for such purposes in marketable securities and short-term investments.

The Shares will be issued pursuant to a prospectus supplement, dated August 6, 2026, to the Company’s shelf registration statement (the “Registration Statement”) on Form S-3 (File No. 333-298054), which became effective upon filing with the Securities and Exchange Commission on August 6, 2026. This Current Report on Form 8-K (this “Current Report”) shall not constitute an offer to sell or a solicitation of an offer to buy any security, including the Shares, nor will there be any sales of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, a copy of which is filed as Exhibit 1.1 to this Current Report and is incorporated herein by reference.

Item 8.01. Other Events.

In connection with the offering of the Shares under the Agreement, the Company is filing the opinion of Baker Botts L.L.P. as part of this Current Report that is to be incorporated by reference into the Registration Statement. The opinion of Baker Botts L.L.P. is filed as Exhibit 5.1 to this Current Report and incorporated herein by reference.

Cautionary Statement Concerning Forward-Looking Statements

This Current Report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such forward-looking statements are subject to certain risks, uncertainties and assumptions, and typically can be identified by the use of words such as “expect,” “estimate,” “target,” “anticipate,” “forecast,” “plan,” “outlook,” “believe” and similar terms. Such forward-looking statements include, but are not limited to, statements regarding the anticipated consummation of the transactions described above, the anticipated benefits, opportunities and results with respect to such transactions and the Company’s anticipated use of proceeds from the sale of Shares under the ATM Program.

Although the Company believes that the expectations are reasonable, it can give no assurance that these expectations will prove to be correct, and actual results may vary materially. Factors that could cause actual results to differ materially from those contemplated above include, among others, risks and uncertainties related to the capital markets generally, whether the Company will offer or sell Shares under the ATM Program and the anticipated use of proceeds.

The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. The foregoing review of factors that could cause the Company’s actual results to differ materially from those contemplated in the forward-looking statements included in this Current Report should be considered in connection with information regarding risks and uncertainties that may affect the Company’s future results included in the Company’s other filings with the Securities and Exchange Commission.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description

1.1		Equity Distribution Agreement, dated as of August 6, 2026, by and among Clearway Energy, Inc., Clearway Energy LLC, Wells Fargo Securities, LLC, Morgan Stanley & Co. LLC, BofA Securities, Inc., Citigroup Global Markets Inc. and J.P. Morgan Securities LLC.
5.1		Opinion of Baker Botts L.L.P.
23.1		Consent of Baker Botts L.L.P. (included in Exhibit 5.1)
104		Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document (contained in Exhibit 101)

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

Date: August 6, 2026

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

5 documents