Clearway Energy, Inc. SEC Filings

Clearway Energy director ONEAL E STANLEY acquired 867 shares of Class C Common Stock through a grant tied to dividend equivalent rights. The shares were awarded at no cash cost and are linked to the director’s Deferred Stock Units. After this transaction, the director directly owns 82,647 Class C shares, including 14,573 dividend equivalent rights that may only be settled in Class C stock.

Lowry Jennifer Elaine reported acquisition or exercise transactions in this Form 4 filing.

Clearway Energy, Inc. director Jennifer Elaine Lowry reported an automatic grant of 243 shares of Class C common stock on March 2, 2026. The award reflects dividend equivalent rights accrued on her deferred stock units, with no cash price per share shown.

After this grant, Lowry directly holds a total of 21,221 Class C shares, which includes 2,629 dividend equivalent rights that, like the related deferred stock units, may only be settled in Class C common stock.

Clearway Energy, Inc. reported two insider equity adjustments involving Class C common stock linked to its Long Term Equity Incentive Program. One transaction for 129 shares at a price of 39.6100 per share reflects shares withheld to cover tax obligations when restricted stock vested for one or more employees.

A separate transaction for 875 shares at a price of 0.0000 per share reflects the forfeiture of restricted stock previously granted to one or more employees. The securities are held directly by Clearway Energy Group LLC, which is owned through a chain of entities including Zephyr, Zephyr GP and several TotalEnergies-affiliated reporting persons that may be deemed beneficial owners but disclaim beneficial ownership except to the extent of any pecuniary interest.

Clearway Energy, Inc. reported an insider ownership update involving indirect holdings tied to its Class C common stock. The Form 4 is filed by BlackRock Portfolio Management LLC as a ten percent owner but with explicit disclaimers of beneficial ownership except for any pecuniary interest.

The transactions reflect administrative adjustments to restricted stock previously granted by Clearway Energy Group LLC under its Long Term Equity Incentive Program to one or more of its employees. One entry covers the withholding of 129 shares at a price of $39.61 per share to satisfy tax obligations upon vesting, and another reflects the forfeiture of 875 shares of restricted stock at a stated price of $0.00.

The securities are held directly by Clearway Energy Group, and a series of related entities (including Zephyr GP, Zephyr, Midco, Global GP and Global Investors) may be deemed to share beneficial ownership. BlackRock Portfolio Management LLC and these GIP-related entities expressly disclaim beneficial ownership beyond any economic interest.

Clearway Energy, Inc. reports full-year 2025 results as one of the largest U.S. clean power owners, with approximately 12.9 GW of gross capacity across 27 states, including 10.1 GW of wind, solar and battery storage and 2.8 GW of flexible gas generation.

In 2025, operating revenues were $1,429 million, up from $1,371 million in 2024, while the company recorded a net loss of $231 million versus a $63 million loss in 2024. About 98% of total generation came from renewable and storage assets and roughly 91% of 2025 operating revenue was not tied to greenhouse‑gas‑emitting dispatch.

Cash flows are anchored by long-term contracts: the Renewables & Storage segment’s offtake agreements had a weighted average remaining duration of about 12 years as of December 31, 2025, with key utility customers SCE and PG&E representing 22% and 16% of consolidated revenue. At that date, Clearway owned 58.62% of Clearway Energy LLC, carried total consolidated debt of about $8,674 million, and had issued $2,725 million of corporate green bonds.

The company outlines a growth pipeline of committed projects, including the 613 MW Deriva Solar Portfolio and several wind repower and battery storage projects scheduled between 2026 and 2027, and remains focused on North American contracted clean energy. Management also discloses a material weakness in internal control over financial reporting related to hypothetical liquidation at book value accounting and provides extensive risk factors covering policy changes, climate and weather exposure, counterparty risk, leverage, and its dependence on sponsor Clearway Energy Group.

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.

ClearBridge Investments entities have disclosed a significant ownership position in Clearway Energy, Inc. Class C common stock. As of 12/31/2025, they report beneficial ownership of 4,656,937 shares, representing 5.5% of this share class.

The stake is held across three investment adviser affiliates: ClearBridge Investments, LLC; ClearBridge Investments Limited; and ClearBridge Investments (North America) Pty Ltd. They report sole voting power over 11,601, 4,065,239, and 509,487 shares respectively, and sole dispositive power over 11,601, 4,315,849, and 509,487 shares respectively, with no shared voting or dispositive power.

The shares are owned by investment management clients of these ClearBridge entities, which are indirect wholly owned subsidiaries of Franklin Resources, Inc. The filing states the securities were acquired and are held in the ordinary course of business, not for the purpose of changing or influencing control of Clearway Energy, and that ClearBridge disclaims pecuniary interest and beneficial ownership beyond what is required for reporting.

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.