Clearway Energy, Inc. filings document formal disclosures for a U.S. power-generation owner with renewable, storage and dispatchable assets. Current reports furnish operating results and financial-condition updates, including Adjusted EBITDA, operating cash flow and Cash Available for Distribution, while material-event reports cover project agreements, acquisitions, financing arrangements and senior note issuance by Clearway Energy Operating LLC.
Governance and capital-structure filings include proxy materials for director elections and stockholder voting, charter amendments, exchange-agreement changes with Clearway Energy LLC and Clearway Energy Group LLC, and the completed conversion of Class A common stock into Class C common stock. The filing record also includes Form 25 disclosure for removal of the Class A listing and registration on the NYSE.
Clearway Energy, Inc. (Class A) received a Schedule 13G filing from First Trust Portfolios L.P., First Trust Advisors L.P., and The Charger Corporation reporting a significant ownership position. As of 12/31/2025, the group reports beneficial ownership of 1,773,795 shares of Clearway Energy Class A common stock, representing 5.12% of the class. The reporting persons have no sole voting or dispositive power, with shared voting power over 1,772,537 shares and shared dispositive power over 1,773,795 shares.
The shares are primarily held in unit investment trusts sponsored by First Trust Portfolios L.P. and in other investment vehicles advised by First Trust Advisors L.P., with no single unit investment trust holding more than 3% of any registered investment company issuer's shares. The filers state that the securities are held in the ordinary course of business and not for the purpose of changing or influencing control of Clearway Energy, and each filer disclaims beneficial ownership of the shares identified.
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.
TotalEnergies-affiliated entities that are 10% owners of Clearway Energy, Inc. reported an indirect acquisition of 1,737 shares of Class C common stock on 12/12/2025. Footnote 1 explains this increase reflects the forfeiture of restricted stock previously granted by Clearway Energy Group LLC to one or more of its employees under a long-term equity incentive program.
After this transaction, the reporting persons indirectly beneficially own 165,592 Class C shares of Clearway Energy, held through Clearway Energy Group and its ownership chain, including GIP III Zephyr Acquisition Partners, L.P. and Zephyr Holdings GP, LLC. Each listed entity is treated as a reporting person and may be deemed to beneficially own these securities but disclaims beneficial ownership except to the extent of its pecuniary interest, and is described as a director by deputization for Section 16 purposes.
Clearway Energy, Inc. disclosed that director BlackRock Portfolio Management LLC reported an indirect acquisition of 1,737 shares of Class C common stock on 12/12/2025. The transaction is coded “J” and reflects the forfeiture of restricted stock previously granted by Clearway Energy Group LLC to one or more of its employees.
Following this transaction, the reporting person is shown as indirectly beneficially owning 165,592 Class C shares. The filing explains that Clearway Energy Group and several related GIP entities, as well as certain Global Infrastructure Investors III investment committee members, may be deemed to share beneficial ownership of these securities, although they expressly disclaim beneficial ownership beyond any pecuniary interest.
Clearway Energy, Inc.'s Executive Vice President and Chief Financial Officer reported an equity award-related transaction. On 12/01/2025, the officer acquired 806 shares of Class C Common Stock through dividend equivalent rights tied to existing Restricted Stock Units (RSUs) and Relative Performance Stock Units (RPSUs). These rights become exercisable in step with the underlying RSUs and RPSUs and may only be settled in Class C Common Stock.
Following this transaction, the officer beneficially owned 50,310 Class C shares, which includes 5,450 dividend equivalent rights that are also only settleable in Class C Common Stock. The filing is made as a Form 4 by a single reporting person in the capacity of EVP and CFO.
Clearway Energy, Inc. President and CEO, who also serves as a director, reported an automatic increase in his holdings of the company’s Class C common stock. On 12/01/2025, he acquired 2,607 shares of Class C common stock, recorded as an "A" (acquired) transaction on a Form 4. These shares reflect dividend equivalent rights tied to his existing stock-based awards rather than an open-market purchase.
Following this transaction, the reporting person beneficially owns 332,712 shares of Class C common stock in total. The filing notes that these holdings include 13,202 dividend equivalent rights that may only be settled in Class C common stock and are linked to his Restricted Stock Units and Relative Performance Stock Units, aligning his compensation further with shareholder interests.
Clearway Energy, Inc. director reported an automatic increase in equity-linked compensation. On 12/01/2025, the reporting person acquired 819 shares of Class C common stock in the form of dividend equivalent rights tied to existing Deferred Stock Units. After this transaction, the reporting person beneficially owns 64,549 Class C shares. This total includes 13,842 dividend equivalent rights that, like the related Deferred Stock Units, may only be settled in Class C common stock of Clearway Energy, Inc. The filing notes a de minimis adjustment of 3 dividend equivalent right shares due to rounding of fractional shares.
Clearway Energy, Inc. director reported an automatic equity-related transaction involving the company’s Class C common stock. On 12/01/2025, the reporting person acquired 256 shares of Class C common stock through dividend equivalent rights tied to previously granted Deferred Stock Units. After this transaction, the reporting person beneficially owned 20,978 shares held directly.
The filing explains that these dividend equivalent rights become exercisable in step with the related Deferred Stock Units and may only be settled in Class C common stock of Clearway Energy, Inc. It also notes that the reported holdings include 2,386 dividend equivalent rights, with a small adjustment of 3 shares due to rounding of fractional shares.