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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. 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.
Clearway Energy, Inc. director reported an automatic increase in holdings tied to dividend payments. On 12/01/2025, the reporting person acquired 911 shares of Class C common stock in the form of dividend equivalent rights linked to previously granted Deferred Stock Units. After this transaction, the reporting person beneficially owned 81,780 Class C shares. The disclosure explains that these dividend equivalent rights vest on the same schedule as the related Deferred Stock Units and can only be settled in Class C common stock, and that this total includes 13,706 such rights, with a small 2-share adjustment due to rounding of fractional shares.
Clearway Energy, Inc. director reported routine equity accruals tied to existing deferred stock units. On 12/01/2025, the reporting person acquired 118 shares of Class A Common Stock and 1,118 shares of Class C Common Stock, described as dividend equivalent rights that vest in step with the related deferred stock units and may only be settled in Class A or Class C shares, as applicable.
Following these transactions, the reporting person beneficially owned 8,674 shares of Class A Common Stock, which include 4,127 dividend equivalent rights, and 88,067 shares of Class C Common Stock, which include 25,275 dividend equivalent rights. The filing notes small two-share rounding adjustments to each set of dividend equivalent rights.
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.