Clearway Energy, Inc. 8-K Filings

Clearway Energy, Inc. (CWEN), through its subsidiary Honeycomb 2 Purchaser LLC, agreed to acquire certain limited liability company membership interests in Honeycomb 2 TargetCo LLC for a base purchase price of approximately $119 million in cash, subject to adjustments based on a financial model designed to achieve certain minimum economic thresholds. Subject to specified terms and conditions, TargetCo will become the indirect owner of all interests in three project companies.

The project companies own and are developing three battery energy storage facilities and related infrastructure in Beaver County and Iron County, Utah, with aggregate capacity of approximately 210 megawatts. Closing is subject to satisfaction or waiver of customary conditions and certain third-party actions and is expected during the fourth quarter of 2027. At closing, Purchaser will own 100% of TargetCo’s class A units, while Clearway Renew LLC, a wholly owned subsidiary of Clearway Energy Group LLC and the seller’s parent, will own 100% of its class C units.

Clearway Energy, Inc. agreed through subsidiary Swan Purchaser LLC to acquire certain membership interests in Swan TargetCo LLC from Swan CE Seller LLC, an affiliate of Clearway Energy Group LLC, for a base purchase price of approximately $230 million in cash. Subject to the agreement’s terms and conditions, TargetCo will become the indirect owner of all membership interests in Swan Solar LLC.

Swan Solar is developing and constructing a solar photovoltaic generating facility with approximate installed capacity of 650 megawatts in Bates County, Missouri. At closing, Swan Purchaser will own 100% of TargetCo’s Class A units, while Clearway Renew LLC, a wholly owned subsidiary of Clearway Energy Group and the seller’s parent, will own 100% of TargetCo’s Class C units. Closing is expected during the third quarter of 2028, subject to satisfaction or waiver of customary closing conditions and certain third-party actions.

Clearway Energy, Inc. (CWEN) reported senior finance leadership changes. Effective October 1, 2026, Sarah Rubenstein will transition from Executive Vice President and Chief Financial Officer to become Head of the Transformation Office at Clearway Energy Group LLC, focusing on digital and data transformation and integration.

On the same date, Steven Ryder, currently Executive Vice President and Chief Financial Officer of Clearway Energy Group LLC, will become Chief Financial Officer and principal financial officer of Clearway Energy, Inc. Effective September 8, 2026, Samantha Prout was appointed Senior Vice President, Accounting and Controller and will serve as the Company’s principal accounting officer, receiving a one-time cash sign-on bonus of $50,000.

As of June 30, 2026, Clearway Energy Group LLC owned approximately 54.88% of the combined voting power of Clearway Energy, Inc.’s common stock. Clearway describes itself as one of the largest U.S. owners of clean energy generation assets, with approximately 13.9 GW of gross capacity across 27 states.

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.

Clearway Energy, Inc. reported second‑quarter 2026 results with operating revenues of $481 million, consolidated Net Income of $30 million, Adjusted EBITDA of $409 million, Cash from Operating Activities of $214 million and Cash Available for Distribution (CAFD) of $167 million, all higher than the prior‑year quarter.

Performance was driven mainly by growth investments, stronger renewable generation and higher availability in the Flexible Generation segment. For the first six months of 2026, Adjusted EBITDA reached $666 million and CAFD was $237 million, while the consolidated net loss narrowed to $38 million.

Liquidity totaled $985 million as of June 30, 2026, including $543 million of cash, cash equivalents and restricted cash and $442 million of revolving credit facility availability. The company highlighted sponsor‑enabled growth, including an offer to invest approximately $110 million in the 210 MW Honeycomb Phase II storage portfolio and a potential $350 million investment in the 975 MW Chimney Canyon solar‑plus‑storage project, both subject to approvals.

Clearway revised its 2026 CAFD guidance to $430 million to $470 million and Adjusted EBITDA guidance to $1,393 million to $1,433 million. The board declared a quarterly dividend of $0.4750 per Class C share, payable September 15, 2026.

Clearway Energy, Inc. reported that it has released an Operational Update Presentation containing operational data for its renewable energy and flexible generation fleet for the three and six months ended June 30, 2026.

The presentation is available on the company’s website and is furnished as Exhibit 99.1, incorporated by reference. The company states that this information is being furnished, not filed, under the Exchange Act and will be incorporated into other securities law filings only if specifically identified there.

Clearway Energy, Inc. announced that longtime Executive Vice President, General Counsel and Corporate Secretary Kevin P. Malcarney will retire effective June 1, 2026, and will stay on as a non-executive employee through June 26, 2026 under a transition services agreement.

Upon his departure, Malcarney will receive a pro-rated 2026 bonus, continued vesting of his existing equity awards on their original schedules, and a lump-sum cash payment of approximately $711,845, subject to a release of claims and ongoing restrictive covenants. Clearway also named Michael A. Brown as the new Senior Vice President, General Counsel and Corporate Secretary, effective June 1, 2026.

Clearway Energy, Inc. reported first quarter 2026 results with Net Loss of $68 million, Adjusted EBITDA of $257 million, Cash from Operating Activities of $401 million, and Cash Available for Distribution (CAFD) of $70 million. Operating revenues were $354 million versus $298 million a year earlier, while net loss narrowed mainly due to mark-to-market movements on economic hedges.

Total liquidity was $1,229 million as of March 31, 2026, supported by $680 million of cash and $549 million of revolver availability. The company completed the $324 million Cardinal solar acquisition, reached substantial completion on the 320 MW Honeycomb Phase 1 battery portfolio, and restructured the Mesquite Sky contract alongside a new 15-year PPA with an investment-grade hyperscaler. Stockholders approved a public share simplification into a single Class C share class, and the board declared a $0.4676 quarterly dividend per Class C share. Clearway reaffirmed its 2026 CAFD guidance range of $470 million to $510 million.

Clearway Energy, Inc. simplified its equity structure by converting each share of Class A common stock into one share of Class C common stock effective May 1, 2026, eliminating Class A as a separate class. The company filed an amended and restated charter, retired all Class A shares and restated its certificate of incorporation.

In connection with the conversion, Clearway Energy Group LLC placed 41,678,637 Class B shares into a Voting Trust so its relative voting power matches pre-conversion levels, while the trustee generally votes those shares in proportion to all stockholder votes. After the conversion, Class B represented about 39.48% of total voting power, Class C 45.12% and Class D 15.40%.

Stockholders approved the charter amendment and all other annual meeting proposals, including director elections and ratification of the independent auditor. Class A stock was suspended from NYSE trading, and Class C stock continues under the CWEN symbol with the same CUSIP, with stockholder economic rights unchanged.

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.

Clearway Energy, Inc. plans a charter amendment to convert each share of its Class A common stock into one share of Class C common stock, subject to stockholder approval at the 2026 Annual Meeting. The conversion would become effective automatically on the second business day after the amendment is filed.

On March 9, 2026, Class A closed at $35.57 and Class C at $37.94, a 6.7% premium. The company states the simplification is expected to eliminate the dual-class trading structure, address the valuation discount on Class A, increase trading liquidity and public float, and broaden investor appeal. Clearway Energy Group LLC would enter a Voting Trust Agreement intended to preserve the total relative voting power of public stockholders. Approval requires 66 2/3% of combined common voting power and a majority of Class A voting power as of the March 19, 2026 record date.

Clearway Energy, Inc. reported full-year 2025 results at the top end of its original guidance, with total operating revenues of $1,429 million, Net Loss of $231 million, Adjusted EBITDA of $1,217 million, Cash from Operating Activities of $688 million and CAFD of $430 million.

Total liquidity was $1,061 million as of December 31 2025, down mainly due to growth investments. The company issued $600 million senior notes due 2034 and raised about $50 million of Class C equity. The Board declared a quarterly dividend of $0.4602 per share.

Growth visibility is supported by new and potential investments, including three power purchase agreements with Google totaling about 1.1 GW, offers for a 650 MW Swan Solar project and a 520 MW Royal Slope solar plus storage project, and a $90 million deal for 291 MW of Colorado and California storage assets. The company reaffirmed its 2026 CAFD guidance range of $470–$510 million and reiterated a long-term CAFD per share target of $2.90–$3.10 for 2030.

Clearway Energy, Inc., through its subsidiary Clearway Energy Operating LLC, completed the sale of $600 million aggregate principal amount of 5.750% senior notes due 2034. These senior unsecured notes were issued under an Indenture dated January 13, 2026, with interest payable twice a year on January 15 and July 15, starting July 15, 2026, until maturity on January 15, 2034.

Before January 15, 2029, Clearway Operating may redeem up to 40% of the notes at 105.750% of principal using net cash proceeds from qualifying equity offerings, and may also redeem notes at 100% of principal plus a make-whole premium. From January 15, 2029 onward, additional call prices apply as set out in the Indenture. The agreement limits certain liens, mergers and asset transfers, and contains customary events of default that can accelerate repayment if triggered.

The notes were sold to qualified institutional buyers under Rule 144A and to non-U.S. investors under Regulation S in a transaction exempt from Securities Act registration, so they cannot be freely offered or sold in the United States without registration or an applicable exemption.

Clearway Energy, Inc. reported that its subsidiary, Clearway Energy Operating LLC, launched a proposed debt financing through an offering of senior notes. The company initially announced an Offering of $500 million in aggregate principal amount of senior notes due 2034. Later the same day, Clearway Energy Operating LLC announced that the Offering had been priced and that its size was increased to $600 million from the previously announced $500 million. The notes are senior obligations of the subsidiary and are scheduled to mature in 2034, reflecting a long‑term capital-raising transaction for the Clearway Energy group.

Clearway Energy, Inc. reported that it found immaterial errors in how it applied hypothetical liquidation at book value (HLBV) accounting to allocate net income or loss to redeemable noncontrolling interests and noncontrolling interests in certain tax equity partnerships. The company determined these errors are immaterial to all previously reported periods and will correct them by revising prior-period financial information in future filings, rather than restating past financial statements.

The corrections, detailed in an exhibit of supplemental financial information, did not affect net income (loss) or cash flow from operations. At the same time, management identified a material weakness in internal control over financial reporting related to the review of HLBV calculations. Clearway Energy has begun implementing process changes to remediate this weakness but notes that the issue will remain until the new controls are fully tested and proven effective and further issues cannot be ruled out.

Clearway Energy, Inc. announced that its subsidiary RS2-Spindle Purchaser LLC entered into a Membership Interest Purchase Agreement to acquire interests in RS2-Spindle TargetCo LLC from RS2-Spindle CE Seller LLC, an affiliate of Clearway Energy Group. Through this deal, Clearway will indirectly own all interests in two battery energy storage projects: Spindle Battery LLC for a base purchase price of approximately $45.7M and Golden Fields Solar VI, LLC for approximately $47.2M, in each case in cash and subject to customary working capital adjustments.

Spindle Battery is developing and constructing an approximately 199 megawatt battery energy storage system in Weld County, Colorado, while Golden Fields Solar VI is developing an approximately 92 megawatt battery energy storage system in Kern County, California. At closing, the purchaser will own all class A units of the target company and a single class C unit will be held by Clearway Renew LLC. The agreement includes customary representations, covenants, and indemnities, and closing is subject to standard conditions and third-party actions, with completion expected in the second half of 2026.

Clearway Energy, Inc. filed a Form 8-K stating it issued a press release announcing financial results for the quarter ended September 30, 2025. The press release is furnished as Exhibit 99.1 and incorporated by reference.

The company notes the Item 2.02 information and the exhibit are deemed “furnished,” not “filed,” under Exchange Act rules. The filing also includes the Cover Page Interactive Data File as Exhibit 104.

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.

Event: Clearway Energy, Inc. filed a Form 8-K dated August 5, 2025, reporting issuance of a press release with its financial results for the quarter ended June 30, 2025.

Key points: The press release is furnished as Exhibit 99.1 and is incorporated by reference; the filing states the exhibit and Item 2.02 information are deemed furnished and not filed for purposes of Section 18 of the Exchange Act pursuant to General Instruction B.2 of Form 8-K. The cover page lists trading symbols CWEN.A and CWEN on the New York Stock Exchange and the registrant address and phone number are provided.

Note: No financial figures, results, guidance or further operational detail appear in this Form 8-K itself; the substantive results are contained in the furnished Exhibit 99.1 press release.