CWEN 10-K & 10-Q changes, risk factors and insider trading

•The Company’s ability to effectively consummate future investments or acquisitions will also depend on the Company’s ability to arrange the required or desired financing for investmentssuch or acquisitions.transactions.

•Risks that are beyond the Company’s control, including but not limited to acts of terrorism or related acts of war, natural disasters, severe weather, changes in weather patterns, flooding, wildfires, pandemics, inflation, supply chain disruptions, hostile cyber intrusions or other catastrophic events, could have a material adverse effect on the Company’s business, financial condition, results of operations and cash flows.

•The Company depends on key personnel and its and CEG’s ability to attract and retain additional skilled management and other personnel, the loss of any of which could have a material adverse effect on the Company’s financial condition and results of operations.

Risks Related to the Company’s Relationship with GIP, TotalEnergies and CEG

•GIPCEG and TotalEnergies, through their equal ownership of CEG, the Company’s controlling stockholder, exerciseexercises substantial influence over the Company.Company, Theand the Company is highly dependent on GIP, TotalEnergies and CEG.

•Government regulations providing incentives for renewable power generation and battery energy storage could change at any time and such changes may negatively impact the Company’s growth strategy.

•Changes in U.S. foreign trade policies may materiallyhave anda adverselymaterial affectadverse effect on the Company’s business, operations and financial condition.

•Changes in tax laws or policies, including but not limited to changes in corporate income tax rates, as well as judgments and estimates used in the determination of tax-related asset and liability amounts, could materiallyhave adverselya affectmaterial adverse effect on the Company’s business, financial condition, results of operations and prospects.

The Company’s business strategy includes growth through the investments in, and acquisitions of, additional generation assets (including through corporate acquisitions). This strategy depends on the Company’s ability to successfully identify and evaluate investment and acquisition opportunities and consummate investments and acquisitions on favorable terms. However, the number of investment and acquisition opportunities is limited. In addition, the Company will compete with other companies for these limited investment and acquisition opportunities, which may increase the Company’s cost of making investments or acquisitions or cause the Company to refrain from making investments or acquisitions at all. Some of the Company’s competitors for investments and acquisitions are much larger than the Company with substantially greater financial or human resources. These companies may be able to pay more for investments or acquisitions and may be able to identify, evaluate, bid for and purchase a greater number of assets than the Company’s financial or human resources permit. If the Company is unable to identify and consummate future investments or acquisitions, it will impede the Company’sits ability to execute its growth strategy and limit the Company’s ability to increase the amount of dividends paid to holders of the Company’s common stock.stock may be limited.

The Company’s ability to invest in or acquire future renewable facilities may also depend on the financial viability of renewable energy assets generally. The financial viability of these assets may, from time to time, be impacted by public policy mechanisms, including PTCs, ITCs, cash grants, loan guarantees, accelerated depreciation, RPS and carbon trading plans. These mechanisms have been implemented at the state and federal levels to support the development and ongoing viability of renewable generation, demand-side and smart grid and other clean infrastructure technologies. The availability and continuation of public policy support mechanisms will drive a significant part of the economics and viability of the Company’s growth strategy and expansion into clean energy investments.

The investment in, or acquisition of, companies and assets are subject to substantial risks, including the failure to identify material problems during due diligence (for which the Company may not be indemnified post-closing) and the risk of overpaying for assets (or not making investments or acquisitions on an accretive basis). The integration and consolidation of acquisitions requires substantial human, financial and other resources and, ultimately, the Company’s acquisitions may divert management’s attention from the Company’s existing business concerns,operations, disrupt the Company’s ongoing business or not be successfully integrated. There can be no assurances that any future investments or acquisitions will perform as expected or that the returns from such investments or acquisitions will support the financing utilized to invest in, acquire or maintain them. A failure to achieve the financial returns the Company expects when it invests in or acquires generation assets could have a material adverse effect on the Company’s ability to grow its business and make cash distributions to its stockholders. Any failure of the Company’s acquired generation assets to be accretive or difficulty in integrating such acquisition into the Company’s business could have a material adverse effect on the Company’s ability to grow its business and make cash distributions to its stockholders. As a result, the consummation of acquisitions could have a material adverse effect on the Company’s business, financial condition, results of operations, cash flows and ability to pay dividends to holders of the Company’s common stock.

The majority of the electric power the Company generates within the Renewables & Storage segment is sold under long-term offtake agreements with public utilities or industrial or commercial end-users, with a weighted average remaining duration, based on CAFD, of approximately 12 years. As of December 31, 2024,2025, the largest customers of the Company’s power generation and BESS assets, including assets in which the Company has less than a 100% membership interest, were SCE and PG&E, which represented 24%22% and 17%,16%, respectively, of total consolidated revenues generated by the Company during the year ended December 31, 2024.2025.

The Company’s ability to effectively consummate future investments or acquisitions will also depend on the Company’s ability to arrange the required or desired financing for investmentssuch or acquisitions.transactions.

The Company may not have sufficient credit availability under the Company’s financing arrangements or have access to facility-level financing on commercially reasonable terms when investment or acquisition opportunities arise. An inability to obtain the requirednecessary or desired financing could significantly limit the Company’s ability to consummate future investments or acquisitions and effectuate the Company’s growth strategy. If financing is available, utilization of the Company’s credit available under its financing arrangements or facility-level financing for all or a portion of the purchase price of an investment or acquisition could significantly increase the Company’s interest expense, impose additional or more restrictive covenants and reduce CAFD. Similarly, the Company’s issuance of additional equity securities as consideration for investments or acquisitions could cause significant stockholder dilution and reduce the Company’s dividendsper share dividends, particularly if the investments or acquisitions are not sufficiently accretive. The Company’s ability to consummate future investments or acquisitions may also depend on the Company’s ability to obtain any required regulatory approvals or other third-party approvals for such investments or acquisitions.

•investor confidence in the Company, its partners, GIPCompany and TotalEnergies, through CEG, the Company’s sole managing member and its principal stockholder (on a combined voting basis);

If solar or wind conditions are unfavorable, the Company’s electricity generation and revenue from renewable generation facilities may be substantially below the Company’s expectations. The electricity produced and revenues generated by a solar or wind energy generation facility is highly dependent on suitable solar or wind conditions, as applicable, and associated weather conditions, which are beyond the Company’s control. Disruption in the generation of solar or wind energy could limit a facility’s ability to generate electricity at its desired level. Should a generation facility fail to perform at the required levels, or other unplanned disruptions occur, the facility may be forced to fulfill an underlying contractual obligation by purchasing electricity at higher prices. In addition, the Company’s facilities may be exposed, based on specific contractual terms, to a locational basis risk resulting from a difference in the price received for generation sold at the location where the power is generated and the price paid for generation purchased at the contracted delivery point, which could lead to potential lower revenues in circumstances where the price received is lower than the price that is paid. Furthermore, components of the Company’s systems, such as solar panels and inverters, could be damaged by severe weather, such as wildfires, hailstorms, lightning, tornadoestornadoes, floods or freezing temperatures and other winter weather conditions. Unfavorable weather and atmospheric conditions could impair the effectiveness of the Company’s assets or reduce their output beneath their rated capacity or require shutdown of key equipment, impeding operation of the Company’s renewable energy assets. For example, in February 2021, many electricity generating assets, including the Company’s wind facilities in Texas, were unable to operate and experienced outages for a few days as a result of the extreme winter weather conditions. In addition, climate change may have the long-term effect of changing wind patterns at the Company’s facilities. Changing wind patterns could cause changes in expected electricity generation. These events could also degrade equipment or components and the interconnection and transmission facilities’ lives or maintenance costs.

Although the Company bases its investment decisions with respect to each renewable generation facility on the findings of related wind and solar studies conducted on-site prior to construction or based on historical conditions at existing facilities, actual climatic conditions at a facility site, particularly wind conditions, may not conform to the findings of these studies and may be affected by variations in weather patterns, including any potential impact of climate change. Therefore, the Company’s solar and wind energy facilities may not meet anticipated production levels or the rated capacity of the Company’s generation assets, which could adverselyhave affecta material adverse effect on the Company’s business, financial condition, results of operations and cash flows.

The ongoing operation of the Company’s facilities involves risks that include the breakdown or failure of equipment or processes or performance below expected levels of output or efficiency due to wear and tear, latent defect, design error, operator error or force majeure events, among other things. The Company’s facilities are subject to the risks inherent with power generation facilities, including, but not limited to, degradation of equipment in excess of the Company’s expectations, system failures and outages, which could impair the ability of the facilities to meet the Company’s performance expectations. In addition, replacement and spare parts for key components may be difficult or costly to acquire or may be unavailable. Operation of the Company’s facilities also involves risks that the Company will be unable to transport its products to its customers in an efficient manner due to a lack of transmission capacity. Unplanned outages of generating units, including extensions of scheduled outages due to mechanical failures or other problems, occur from time to time and are an inherent risk of the business. Unplanned outages typically increase operation and maintenance expenses, capital expenditures and may reduce revenues as a result of selling fewer MWh or require the Company to incur significant costs as a result of obtaining substitute RA or replacement power from third parties in the open market to satisfy forward power sales obligations. The Company’s inability to operate its electric generation assets efficiently, manage capital expenditures and costs and generate earnings and cash flow from the Company’s asset-based businesses could have a material adverse effect on the Company’s business, financial condition, results of operations and cash flows. While the Company maintains insurance, obtains warranties from vendors and obligates contractors to meet certain performance levels, the proceeds of such insurance, warranties or performance guarantees may not cover the Company’s lost revenues, increased expenses or liquidated damages payments should it experience equipment breakdown or non-performance by contractors or vendors. Additionally, the proceeds of any such insurance, warranties or performance guarantees may not be received in a timely manner. The Company maintains an amount of insurance protection that it considers adequate but cannot provide any assurance that the Company’s insurance will be sufficient or effective under all circumstances and against all hazards or liabilities to which the Company may be subject. Furthermore, the Company’s insurance coverage is subject to deductibles, caps, exclusions and other limitations. A loss for which the Company is not fully insured (which may include a significant judgment against any facility or facility operator) could have a material adverse effect on the Company’s business, financial condition, results of operations or cash flows. Further, securing adequate insurance coverage has become more difficult in recent years, and due to rising insurance costs and changes in the insurance markets, the Company cannot provide any assurance that its insurance coverage will continue to be available at all or at rates or on terms similar to those presently available. Any losses not covered by insurance could have a material adverse effect on the Company’s business, financial condition, results of operations and cash flows.

Power generation involves hazardous activities, including acquiring, transporting and unloading fuel, operating large pieces of rotating equipment and delivering electricity to transmission and distribution systems. In addition to natural risks such as earthquakes, floods, lightning, hurricaneshurricanes, wildfires and strong wind, other hazards, such as fire, explosion, structural collapse and machinery failure are inherent risks in the Company’s operations. These and other hazards can cause significant personal injury or loss of life, severe damage to and destruction of property, plant and equipment and contamination of, or damage to, the environment and suspension of operations. To the extent an event was not covered by insurance policies, such incidents could subject the Company to substantial liabilities arising from emergency response, environmental cleanup and restoration costs, claims made by neighboring landowners and other third parties for personal injury and property damage, and fines or penalties for any related violations of environmental laws or regulations.

The Company often relies on a single contracted supplier or a small number of suppliers for the provision of fuel, transportation of fuel, equipment, technology and/or other services required for the operation of certain facilities. In addition, certain of the Company’s suppliers provide long-term warranties with respect to the performance of their products or services. If any of these suppliers cannot perform under their agreements with the Company, or satisfy their related warranty obligations, the Company will need to utilize the marketplace to provide or repair these products and services. There can be no assurance that the marketplace can provide these products and services as, when and where required. The Company may not be able to enter into replacement agreements on favorable terms or at all. If the Company is unable to enter into replacement agreements to provide for fuel, equipment, technology and other required services, it would seek to purchase the related goods or services at market prices, exposing the Company to market price volatility and the risk that fuel and transportation may not be available during certain periods at any price. The Company may also be required to make significant capital contributions to remove, replace or redesign equipment that cannot be supported or maintained by replacement suppliers, which could have a material adverse effect on the Company’s business, financial condition, results of operations, credit support terms and cash flows.

The Company uses interest rate swaps to manage interest rate risk and uses energy-related financial instruments to manage variability in earnings due to fluctuations in market prices. As a result, changes in the underlying assumptions or use of alternative valuation methods could affect the reported fair value of these contracts. If the values of these financial contracts change in a manner that the Company does not anticipate, or if a counterparty fails to perform under a contract, it could harm the Company’s business, financial condition, results of operations and cash flows.

Risks that are beyond the Company’s control, including but not limited to acts of terrorism or related acts of war, natural disasters, severe weather, changes in weather patterns, flooding, wildfires, pandemics, inflation, supply chain disruptions, hostile cyber intrusions or other catastrophic events, could have a material adverse effect on the Company’s business, financial condition, results of operations and cash flows.

The Company’s generation facilities that were acquired or those that the Company otherwise acquires or constructs and the facilities of third parties on which they rely may be targets of terrorist activities, as well as events occurring in response to or in connection with them, that could cause environmental repercussions and/or result in full or partial disruption of the facilities ability to generate, transmit, transport or distribute electricity or natural gas. Strategic targets, such as energy-related facilities, may be at greater risk of future terrorist activities than other domestic targets. Inflation, disruption in global and domestic supply chains, and other economic conditions could negatively impact the Company’s business in a manner that could adverselyhave affecta material adverse effect on the Company’s results of operations and financial condition. Hostile cyber intrusions, including those targeting information systems as well as electronic control systems used at the generating plants and for the related distribution systems, could severely disrupt business operations and result in loss of service to customers, as well as create significant expense to repair security breaches or system damage.

Furthermore, certain of the Company’s assets are located in active earthquake zones in California and Arizona, and certain facilities and suppliers conduct their operations in the same region or in other locations that are susceptible to natural disasters. In addition, California and some of the locations where certain suppliers are located, from time to time, have experienced shortages of water, electric power and natural gas. Catastrophic events, such as an earthquake, wildfire, drought, flood, pandemics or localized extended outages of critical utilities or transportation systems, or any critical resource shortages, affecting the Company or its suppliers, could cause a significant interruption in the business, damage or destroy the Company’s facilities or those of its suppliers or the manufacturing equipment or inventory of the Company’s suppliers. The Company hasrelies on a limited number of highly skilled employeespersonnel for some of its operationsoperations, andas relieswell onas certain independent contractors and other service providers. If a large proportion of the Company’s employeesor CEG’s personnel in those critical positions, or independent contractors or other service providers to the Company or its customerscustomers, were to be negatively impacted by a catastrophic event at the same time, the Company would rely upon its business continuity plans in an effort to continue operations at its facilities, but there is no certainty that such measures will be sufficient to mitigate the adverse impact to its operations that could result from shortages of highly skilled employees,personnel, independent contractors or service providers. Any such terrorist acts, environmental repercussions or disruptions or natural disasters could result in a significant decrease in revenues or significant reconstruction or remediation costs, beyond what could be recovered through insurance policies, which could have a material adverse effect on the Company’s business, financial condition, results of operations and cash flows.

Numerous functions affecting the efficient operation of the Company’s businesses depend on the secure and reliable storage, processing and communication of electronic data and the use of sophisticated computer hardware and software systems. The operation of the Company’s generating assets relies on cyber-based technologies and has been the target of disruptive actions. In addition, the Company’s businessCompany is dependent upon the computer systems of third-party providers to process certain data necessary to conduct its business, including sensitive employee information, credit card transaction information and other sensitive data.

Potential disruptive actions could result from cyberspace breaches, ransomware or other malware, phishing or social engineering schemes or attacks or other cybersecurity threats, attacks or intrusions, including by computer hackers, foreign governments and cyber terrorists, or otherwise be compromised by unintentional events with respect to the Company or any of its contractors or customers. If the Company or any of its third-party providers’ systems for protecting against cybersuch incidentscybersecurity threats prove to be insufficient, current or planned business operations could be interrupted, property could be damaged and confidential, proprietary or other sensitive information, including employee, customer or supplier informationinformation, could be lost, stolen,stolen or corrupted, causingwhich may cause the Company to incur significant losses of revenues, other substantial liabilities and damages, costs to replace or repair damaged equipment and damage to the Company’s reputation. The Company’s insurance may not fully protect it against such losses, and costs for insurance may also increase as a result of cybersecurity threats. In addition, the Company may experience increased capital and operating costs to implement increased security for its cyber systems and generating assets.

The Company depends on electric distribution and transmission facilities owned and operated by others to deliver the wholesale power it will sell from its electric generation assets to its customers. A failure or delay in the operation or development of these facilities or a significant increase in the cost of the development of such facilities could result in lost revenues. Such failures or delays could limit the amount of power the Company’s operating facilities deliver or delay the completion of the Company’s facilities under construction. Additionally, such failures, delays or increased costs could have a material adverse effect on the Company’s business, financial condition and results of operations. If a region’s power transmission infrastructure is inadequate, the Company’s recovery of wholesale costs and profits may be limited. If restrictive transmission price regulation is imposed, the transmission companies may not have a sufficient incentive to invest in expansion of transmission infrastructure. The Company also cannot predict whether distribution or transmission facilities will be expanded in specific markets to accommodate competitive access to those markets. In addition, certain of the Company’s operating facilities’ generation of electricity may be curtailed without compensation due to transmission limitations or limitations on the electricity grid’s ability to accommodate intermittent and other electricity generating sources, reducing the Company’s revenues and impairing its ability to capitalize fully on a particular facility’s generating potential. Such curtailments could have a material adverse effect on the Company’s business, financial condition, results of operations and cash flows. Furthermore, economic congestion on transmission networks in certain of the markets in which the Company operates may occur and the Company may be deemed responsible for congestion costs. If the Company were liable for such congestion costs, its financial results could be adversely affected.

Delivery of fuelsfuel supplies to fuelthe theCompany’s facilities in the Flexible Generation segment is dependent upon the infrastructure (including natural gas pipelines) available to serve each such generation facility as well as upon the continuing financial viability of contractual counterparties. As a result, the Company is subject to the risks of disruptions or curtailments in the production of power at these generation facilities if a counterparty fails to perform or if there is a disruption in the fuel delivery infrastructure.

The Company depends on key personnel and its and CEG’s ability to attract and retain additional skilled management and other personnel, the loss of any of which could have a material adverse effect on the Company’s financial condition and results of operations.

Risks Related to the Company’s Relationships with GIP, TotalEnergies and CEG

GIPCEG and TotalEnergies, through their equal ownership of CEG, the Company’s controlling stockholder, exerciseexercises substantial influence over the Company.Company, Theand the Company is highly dependent on CEG.

CEG owns all of the Company’s outstanding Class B and Class D common stock. The Company’s outstanding Class B and Class D common stock is entitled to one vote per share and 1/100th of a vote per share, respectively. As a result of its ownership of the Class B and Class D common stock, CEG owns 54.91%54.89% of the combined voting power of the Company’s common stock as of December 31, 2024. CEG is equally owned by GIP and TotalEnergies. On October 1, 2024, BlackRock acquired 100% of the business and assets of GIM, which is the investment manager of the GIP funds that own an interest in CEG.2025.

Furthermore, effective January 1, 2025, the Company effected a reorganization pursuant to which all of the employees of the Company transferred to CEG. As a result, the Company does not have employees of its own and instead depends solely on the services provided by or under the direction of CEG under the CEG Master Services Agreement to carry out its operations. CEG personnel and support staff that provide services to the Company under the CEG Master Services Agreement are not requiredsolely to,responsible and the Company does not expect that they will, have as their primary responsibilityfor the management and administration of the Company or to act exclusively for the Company, and the CEG Master Services Agreement does not require any specific individuals to be provided by CEG. Under the CEG Master Services Agreement, CEG has the discretion to determine which of its employees perform assignments required to be provided to the Company. Any failure to effectively manage the Company’s processes related to internal controls over financial reporting, operations or to implement its strategy could have a material adverse effect on the Company’s business, financial condition, results of operations and cash flows. The CEG Master Services Agreement will continue in perpetuity, until terminated in accordance with its terms.

The Company also depends upon CEG and third parties for the provision of management, administration, O&M and certain other services at certain of the Company’s facilities. Any failure by CEG or third parties to perform its requirements under these arrangements or the failure by the Company to identify and contract with replacement service providers, if required, could adversely affect the operation of the Company’s facilities and have a material adverse effect on the Company’s business, financial condition, results of operations and cash flows.

The Company relies on CEG to provide certain services under the CEG Master Services Agreement, including the provision of information technology services. The CEG Master Services Agreement provides that CEG may terminate the agreement upon 180 days prior written notice of termination to the Company (i) if the Company defaults in the performance or observance of any material term, condition or covenant contained in the agreement in a manner that results in material harm to CEG and the default continues unremedied for a period of 30 days after written notice of the breach is given; or (ii) upon the happening of certain events relating to the bankruptcy or insolvency of the Company. If CEG terminates the CEG Master Services Agreement or defaults in the performance of its obligations under the agreement, the Company may be unable to contract with CEG or a substitute service provider on similar terms or at all, and the costs of substituting service providers may be substantial. In addition, in light of CEG’s familiarity with the Company’s assets, a substitute service provider may not be able to provide the same level of service due to lack of pre-existing synergies. In connection with the provision of services under the CEG Master Services Agreement, during January 2026, CEG is inbegan the processuse of implementinga annew enterprise resource planning, or ERP, application to support its core business processes and data. The implementation of anthe new ERP application requireswill continue to require significant human resources, which could impact CEG’s ability to provide services to the Company under the CEG Master Services Agreement. CEG expects the new ERP application to be fully implemented by the end of the first quarter of 2026. In addition, the Company willis relyrelying on CEG’s new ERP application to support its core business processes, data, financial accounting, financial reporting and internal controls. If CEG is unable to complete an effective implementation of its ERP application in a timely manner,manner during the first quarter of 2026, it could adversely impact the Company and its ability to meet its financial reporting and internal control requirements.

As of December 31, 2024,2025, CEG controls 54.91%54.89% of the Company’s combined voting power and is able to elect all of the Company’s Board of Directors. As a result, the Company is considered a “controlled company” for the purposes of the NYSE listing requirements. As a “controlled company,” the Company is permitted to, and the Company may, opttake outadvantage of certain exemptions from corporate governance provisions in the NYSE listing requirementsrequirements, including provisions that would require (i) a majority of the members of the Company’s Board of Directors to be independent, (ii) that the Company establish a compensation committee and a nominating and governance committee, each comprised entirely of independent directors, or (iii) an annual performance evaluation of the nominating and governance and compensation committees. The NYSE listing requirements are intended to ensure that directors who meet the independence standards are free of any conflicting interest that could influence their actions as directors. While the Company has elected to have a Corporate Governance, Conflicts and Nominating Committee consisting entirely of independent directors and to conduct an annual performance evaluation of this committee, the majority of the members of the Company’s Board of Directors are not considered independent and the Company’s compensation committee is not comprised entirely of independent directors. Therefore, the Company’s stockholders may not have the same protections afforded to stockholders of companies that are subject to all of the applicable NYSE listing requirements.

Local, state and federal regulations may focus on areas such as monitoring and restricting GHG emissions, regulatingwhich methanecould emissionsprove andunfavorable transitioningto awaythe fromCompany’s reliancesegments depending on fossiltheir fuels.form. Alternatively, local, state and federal regulations may also target restricting the development of renewable energy capacity through restrictions on land use, interconnection and removal of government incentives for renewable energy. Significant changes to local, state and federal regulations may have material impacts on the Company’s cost of compliance with these regulations on the Company’s ability to operate its existing assets economically. In addition, the Company may be adversely affected by changes to regulations that restrict the Company’s ability to acquire or invest in new facilities. The effect on the Company of any new legislative or regulatory measures will depend on the particular provisions that are ultimately adopted. In addition, sudden changes to local, state or federal regulations may result in the Company’s inability to quickly react and respond to these changes.

Companies across all industries may face increased scrutiny from the public, stakeholders and government agencies related to their environmental, social, and governance, or ESG, practices and commitments to address climate change. For example, in March 2024, the SEC adopted a new set of rules that would require a wide range of climate-related disclosures in SEC filings,disclosures, including certainmaterial climate-related risks, climate-related metrics and GHG emissions, information abouton any climate-related targets andor goals,goals transitionthat plans,are ifmaterial any,to the registrant’s business, results of operations or financial condition, Scope 1 and extensiveScope 2 GHG emissions on a phased-in basis by certain large registrants when those emissions are material and the filing of an attestation requirements.report Althoughcovering the SECsame issuedand an order in April 2024 staying implementationdisclosure of the newfinancial rulesstatement pending the resolutioneffects of certainsevere legalweather challenges,events theand outcomeother ofnatural these legal challenges is uncertain,conditions, including withcosts respectand tolosses. theLitigation content of any portion ofchallenging the rules thatwas mayfiled beby upheldmultiple parties in multiple jurisdictions, which was consolidated and theassigned ultimate timing of required compliance with such rules. On February 11, 2025, however, the SEC notifiedto the U.S. Court of Appeals of a statement issued byfor the SEC’sEighth ActingCircuit. ChairmanOn regarding,April among4, other things,2024, the factSEC announced that it was voluntarily delaying the majorityimplementation of currentthe SECclimate Commissioners had previously voted against adopting thedisclosure rules and requested thatwhile the U.S. Court of Appeals notconsidered schedulethe litigation. On March 27, 2025, the SEC voted to end the defense of the rules in the litigation. On September 12, 2025, the U.S. Court of Appeals denied the SEC’s request to proceed with the case forand argumentindicated tothat providethe timecase forwould be held in abeyance until the SEC toeither deliberaterenews andits determinedefense of the appropriaterules nextor steps inrevises the cases.rules through notice-and-comment rulemaking. Additionally, in September 2023, California passed climate-related disclosure mandates, which are broader than the SEC’s proposed rules. In the event the SEC’s climate disclosure rules go into effect or states in which the Company operates or does business adopt climate disclosure requirements, the Company could incur significant additional costs relating to the assessment and disclosure of climate-related risks.

All of the Company’s generating assets are operating either as EWGs as defined under the PUHCA, or as QFs as defined under the PURPA, as amended, and therefore are exemptnot fromrequired to comply with certain regulation under the PUHCA and the FPA. If a facility fails to maintain its status as an EWG or a QF or there are legislative or regulatory changes revoking or limiting the exemptions to the PUHCA and/or the FPA, then the Company may be subject to significant accounting, record-keeping, access to books and records and reporting requirements, and failure to comply with such requirements could result in the imposition of penalties and additional compliance obligations.

The Company’s assets are subject to numerous and significant federal, state and local laws, including statutes, regulations, guidelines, policies, directives and other requirements governing or relating to, among other things: protection of wildlife, including threatened and endangered species; air emissions; discharges into water; water use; the storage, handling, use, transportation and distribution of dangerous goods and hazardous, residual and other regulated materials, such as chemicals; the prevention of releases of hazardous materials into the environment; the prevention, presence and remediation of hazardous materials in soil and groundwater, both on and offsite; land use and zoning matters; and workers’ health and safety matters. The Company’s facilities could experience incidents, malfunctions and other unplanned events that could result in spills or emissions in excess of permitted levels and result in personal injury, penalties and property damage. Any failure to comply with applicable environmental laws and regulations, including those relating to equipment failures, or obtain required governmental approvals and permits, may result in the assessment of administrative, civil or criminal penalties, imposition of investigatory or remedial activities and, in certain, less common circumstances, issuance of temporary or permanent injunctions, or construction or operation bans or delays. As such, the operation of the Company’s facilities carries an inherent risk of environmental, health and safety liabilities (including potential civil actions, compliance or remediation orders, fines and other penalties), and may result in the assets being involved from time to time in administrative and judicial proceedings relating to such matters. The Company has implemented environmental, health and safety management programs designed to continually improve environmental, health and safety performance. Environmental laws and regulations have generally become more stringent over time. Significant costs may be incurred for capital expenditures under environmental programs to keep the assets compliant with such environmental laws and regulations. If it is not economical to make those expenditures, it may be necessary to retire or mothball facilities or restrict or modify the Company’s operations to comply with more stringent standards. These environmental requirements and liabilities could have a material adverse effect on the Company’s business, financial condition, results of operations and cash flows.

The regulatory environment surrounding data privacy and protection is constantly evolvingevolving, and cannew beor subject to significant change. Newamended data protection laws pose increasingly complex compliance challenges and potentially elevate the Company’s costs. Complying with varying jurisdictional requirements could increase the costs and complexity of compliance, and violations of applicable data protection laws can result in significant penalties. Any failure, or perceived failure, by the Company to comply with applicable data protection laws could result in proceedings or actions against the Company by governmental entities or others,private parties, subject the Company to significant fines, penalties, judgments, and negative publicity, require the Company to change its business practices, and increase the costs and complexity of compliance, andany of which could adversely affect the Company’s business. As noted above, the Company is also subject to the possibility of cyberattacks, which themselves may result in a violation of these laws. Additionally, if the Company acquires a company that has violated or is not in compliance with applicable data protection laws, the Company may incur significant liabilities and penalties as a result.

The elimination or loss of, or reduction in, such incentives as a result of future legislation or regulation could (i) decrease the attractiveness of renewable power generation or BESS facilities to developers, including, but not limited to, CEG, which could reduce the Company’s acquisition opportunities, (ii) reduce the Company’s willingness to pursue or develop certain renewable power facilities due to higher operating costs or decreased revenues under its PPAs, (iii) cause the market for future renewable energy PPAs to be smaller and the prices for future renewable energy PPAs to be lower and/or (iv) result in increased financing costs and difficulty in obtaining financing on acceptable terms.

Changes in U.S. foreign trade policies, including the imposition of additional tariffs and other trade barriers, and efforts to withdraw from or materially modify international trade agreements, may materiallyhave anda adverselymaterial affectadverse effect on the Company’s business, operations and financial condition.

Changes in U.S. foreign trade policiespolicy could leadcontinues to evolve, and recent actions have resulted in the imposition of additionalnew and increased tariffs, as well as other trade barriers and tariffsbarriers, on the foreign import of certain materials and products. For example, effective February 4, 2025, the U.S. government implemented an additional tariff on goods beingimported importedinto the U.S. from China and announced additional tariffs foron goods imported into the U.S. from Mexico and Canada beginning in March 2025. Additionally, the U.S. government announced and rescinded multiple tariffs on several foreign jurisdictions, which increased uncertainty regarding the ultimate effect on the tariffs on economic conditions. In August 2025, however, the U.S. Court of Appeals for the Federal Circuit ruled that the tariffs imposed by the current administration exceed presidential authority and therefore are invalid, and in February 2026, the U.S. Supreme Court affirmed such decision. Following the ruling, the current administration signed an executive order imposing a 10% “global tariff” and later indicated an intention to increase such “global tariff” to 15%, effective immediately, using presidential powers under certain U.S. trade laws. If implemented, such tariffs can remain in effect for up to 150 days, which may be extended by the U.S. Congress. The current administration may continue to impose additional tariffs under other U.S. trade laws. The Company cannot predict what additional changes to trade policy will be made by the presidential administration or Congress, including whether existing tariff policies will be maintained or modified, what materials or products may be subject to such policies or whether the entry into new bilateral or multilateral trade agreementsagreements, or the amendment or termination of existing trade agreements, will occur, nor can the Company predict the effects that any such changes would have on its business. However, such steps, if adopted, could increase the Company’s costscosts, anddisrupt supply chains, delay project timelines or otherwise adversely impact its business and operations. In addition, changes in U.S. trade policy have resulted, and could again result, in reactions from U.S. trading partners, including adopting responsive trade policies. For example, in response to the U.S. government’s additional tariff on imports from China, on February 4, 2025, the Chinese government announced that it would implement a tarifftariffs on certain goods being imported into China from the U.S. Similar responsive measures have been announced or implemented by other countries affected by U.S. trade actions. There can be no assurance that such changes in U.S. or foreign trade policy or in laws and policies governing foreign trade, and any resulting negative sentiments or retaliatory trade practices towards the U.S. as a result of such changes, would not materiallyhave anda adverselymaterial affectadverse effect on the Company’s business, financial condition, results of operations and liquidity.

The Company is a holding company and its primary asset is its ownership of membership interests in Clearway Energy LLC, a holding company that has no material assets other than its interest in Clearway Energy Operating LLC, whose sole material assets are the operating subsidiaries. None of the Company,Neither Clearway Energy LLC ornor Clearway Energy Operating LLC has any independent means of generating revenue. The Company intends to continue to cause Clearway Energy Operating LLC’s subsidiaries to make distributions to Clearway Energy Operating LLC and, in turn, make distributions to Clearway Energy LLC, and, in turn, to make distributions to the Company in an amount sufficient to cover all applicable taxes payable and dividends, if any, declared by the Company. To the extent that the Company needs funds for a quarterly cash dividend to holders of the Company’s Class A and Class C common stock or otherwise, and Clearway Energy Operating LLC or Clearway Energy LLC is restricted from making such distributions under applicable law or regulation or is otherwise unable to provide such funds (including as a result of Clearway Energy Operating LLC’s operating subsidiaries being unable to make distributions), it could materiallyhave adverselya affectmaterial adverse effect on the Company’s liquidity and financial condition and limit the Company’s ability to pay dividends to holders of the Company’s Class A and Class C common stock.

One of the factors that influences the price of shares of the Company’s Class A and Class C common stock is the effective dividend yield of such shares (i.e., the yield as a percentage of the then market price of the Company’s shares) relative to market interest rates. An increase in market interest rates may lead investors of shares of the Company’s Class A and Class C common stock to expect a higher dividend yieldyield. andIf the Company’sCompany inabilityis unable to increase its dividend as a result of an increase inhigher borrowing costs, insufficient CAFD or otherwise, this could result in selling pressure on, and a decrease in the market prices of the Company’s Class A and Class C common stock as investors seek alternative investments with higher yield.yields.

The market price of the Company’s Class A and Class C common stock may fluctuate significantly in response to a number of factors, most of which the Company cannot predict or control, including general market and economic conditions, disruptions, downgrades, credit events and perceived problems in the credit markets; actual or anticipated variations in its quarterly operating results or dividends; natural disasters, wildfires and other weather-related events; changes in the Company’s investments or asset composition; write-downs or perceived credit or liquidity issues affecting the Company’s assets; market perception of CEG or its owners, the Company’s business and the Company’s assets; the Company’s level of indebtedness and/or adverse market reaction to any indebtedness that the Company may incur in the future; the Company’s ability to raise capital on favorable terms or at all; loss of any major funding source; additions or departures of the Company’s executive officers or key personnel; changes in market valuations of similar power generation companies; and speculation in the press or investment community regarding the Company or CEG (or its owners).; and other factors described or referenced in this Item 1A — Risk Factors.

Investors may experience dilution of their ownership interest due to the future issuance of additional shares of the Company’s Class A or Class C common stock.

The Company is in a capital intensive business and may not have sufficient funds to finance the growth of the Company’s business, future acquisitions or to support the Company’s projected capital expenditures. As a result, the Company may require additional funds from further equity or debt financings, including tax equity financing transactions, sales under the ATM Program or the DSPP or sales of preferred shares or convertible debtdebt, to complete future acquisitions, expansions and capital expenditures and pay the general and administrative costs of the Company’s business. In the future, the Company may issue its previously authorized and unissued securities, including shares under its ATM Program andor the Company’s previously authorized and unissued securities,DRIP/DSPP, resulting in the dilution of the ownership interests of purchasers of the Company’s Class A and Class C common stock. Under the Company’s restated certificate of incorporation, the Company is authorized to issue 500,000,000 shares of Class A common stock, 500,000,000 shares of Class B common stock, 1,000,000,000 shares of Class C common stock, 1,000,000,000 shares of Class D common stock and 10,000,000 shares of preferred stock with preferences and rights as determined by the Company’s Board of Directors. The potential issuance of additional shares of common stock or preferred stock or convertible debt may create downward pressure on the trading price of the Company’s Class A and Class C common stock. The Company may also issue additional shares of the Company’s Class A or Class C common stock or other securities that are convertible into or exercisable for the Company’s Class A or Class C common stock in future public offerings or private placements for capital raising purposes or for other business purposes, potentially at an offering price, conversion price or exercise price that is below the current trading price of the Company’s Class A or Class C common stock. The Company cannot predict the effect that issuances or sales of its Class A or Class C common stock, including pursuant to the ATM Program or the DRIP/DSPP, may have on the market prices for its Class A and Class C common stock.

The Company’s expected NOLs and tax credits will be reflected as a deferred tax asset as they are generated until utilized to offset income. Valuation allowances may need to be maintained for deferred tax assets that the Company estimates are more likely than not to be unrealizable, based on available evidence at the time the estimate is made. Valuation allowances related to deferred tax assets can be affected by changes to tax laws, statutory tax rates and future taxable income levels. In the event that the Company was to determine that it would not be able to realize all or a portion of its net deferred tax assets in the future, the Company would reduce such amounts through a charge to income tax expense in the period in which that determination was made, which could have a material adverse impacteffect on the Company’s financial condition and results of operations.

ForThe U.S.Company taxwas purposes,in a portioncumulative earnings and profits deficit position as of the end of 2024 and did not generate any current earnings and profits during 2025. As a result, distributions made to holders of the Company’s distributionsClass toA itsand stockholdersClass C Common stock in 20232025 were classifiedtreated asfor taxableU.S. dividendstax and the remaining distributions were classifiedpurposes as a nontaxable return of capital and reduction of a U.S. stockholder’s tax basis, to the extent of a U.S. stockholder’s tax basis in each of the Company’s common shares, with any remaining amount being taxed as a capital gain. The Company was in a cumulative earnings and profits deficit position as of the end of 2023 and did not generate any current earnings and profits during 2024. As a result, distributions made to holders of the Company’s Class A and Class C Common stock in 2024 were treated as a nontaxable return of capital or capital gain for U.S. federal income tax purposes. The classification of distributions made after 20242025 will depend upon a number of factors, including but not limited to, the Company’s overall performance and the gross amount of any distributions made to stockholders in 20252026 and beyond.

Changes in tax laws or policies, including but not limited to changes in corporate income tax rates, as well as judgments and estimates used in the determination of tax-related asset and liability amounts, could materiallyhave adverselya affectmaterial adverse effect on the Company’s business, financial condition, results of operations and prospects.

As you read this discussion and analysis, refer to the Company’s Consolidated Statements of IncomeOperations to this Form 10-K. Also refer to Item 1 — Business and Item 1A — Risk Factors, which include detailed discussions of various items impacting the Company’s business, results of operations and financial condition. Discussions of the year ended December 31, 20222023 that are not included in this Annual Report on Form 10-K and year-to-year comparisons of the year ended December 31, 20232024 and the year ended December 31, 20222023 can be found in “Management’s Discussion and Analysis of Financial Condition and the Results of Operations” in Part II, Item 7 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.2024.

•Results of operations, including an explanation of significant differences between the periods in the specific line items of the consolidated statements of incomeoperations;

Clearway Energy, Inc., together with its consolidated subsidiaries, or the Company, is a publicly-traded energy infrastructure investor with a focus on investments in clean energy and owner of modern, sustainable and long-term contracted assets across North America. The Company is sponsored by Clearway Energy Group LLC, or CEG, which is equally owned by GIP and TotalEnergies. On October 1, 2024, BlackRock acquired 100% of the business and assets of GIM, which is the investment manager of the GIP funds that own an interest in CEG.

The Company is one of the largest owners of clean energy generation assets in the U.S. and a leading contributor to the transition to a world powered by clean energy. The Company’s portfolio comprises approximately 11.812.9 GW of gross capacity in 2627 states, including approximately 910.1 GW of wind, solar and battery energy storage systems, or BESS, and approximately 2.8 GW of dispatchable combustion-based power generation assets included in the Flexible Generation segment that provide critical grid reliability services. Through this environmentally-sound, diversified and primarily contracted portfolio, the Company endeavors to provide its investors with stable and growing dividend income. The majority of the Company’s revenues are derived from long-term contractual arrangements for the output or capacity from these assets. The weighted average remaining contract duration of the Company’s Renewables & Storage segment offtake agreements was approximately 12 years as of December 31, 20242025 based on CAFD.

Third-Party AcquisitionAcquisitions

•On NovemberOctober 25,3, 2024,2025, the Company entered into a binding agreement to acquire the Tuolumne wind facility, a 137613 MW operatingoperational facilitysolar portfolio located in Klickitateight County,states, Washington,or the Deriva Solar Portfolio, from anDeriva investment-gradeEnergy, regulated entityLLC for a base purchase price of approximately $219$305 million.million in cash, subject to certain customary price adjustments. For 12 facilities in the Deriva Solar Portfolio located in the Western U.S. and comprising of 227 MW, the Company will co-invest in a 50/50 joint venture with a third-party cash equity investor. The weighted average remaining contract duration of the Deriva Solar Portfolio is approximately 10 years. After factoring in estimated closing adjustments and newproceeds non-recoursefrom facility-level debt,financings, including the third-party cash equity investor in a subset of the Deriva Solar Portfolio, the Company expects its total long-term corporatenet capital commitment to acquire the facilityDeriva Solar Portfolio to be between $70$210 million and $75$230 million,million. which theThe Company expects to fund withthe acquisition primarily utilizing existing sources of liquidity.liquidity, Tuolumnewhich reached commercial operations in 2009. As part ofincludes the acquisition,Cardinal theInvestment CompanyHoldco willLLC enterfinancing intodiscussed afurther 15-year PPA with the seller of the facility. The Company also has received a PPA contractual extension option to enable a potential future repowering of the facility.below. The consummation of the transaction is subject to customary closing conditions and certain third-party approvals and is expected to occur in the first half of 2025.2026.

•On MayNovember 7,24, 2024,2025, the Company, through an indirect subsidiary, entered into an agreement with Clearway Renew to acquire the Class A membership interests in Rosamond South I,Spindle, a 140 MW solar facility that will be paired with a 117199 MW BESS facility currently under construction in Rosamond,Weld County, Colorado, and Rosamond South II, a 92 MW BESS facility currently under construction in Kern County, California, for $21$93 million in cash consideration, subject to closing adjustments. The consummation of the transaction is subject to customary closing conditions and certain third-party approvals and is expected in the firstsecond half of 2025.2026.

•On AprilOctober 16,15, 2024,2025, the Company, through its indirect subsidiary, CedarHoneycomb Creek Wind1 Holdco LLC, acquired CedarHoneycomb Creek HoldcoTargetCo LLC, or Honeycomb TargetCo, the indirect owner of Cedarthe Creek,Honeycomb a 160 MW wind facility that is located in Bingham County, Idaho,Portfolio, from Clearway Renew for initial cash consideration of $117$16 million. CedarAt Creeksubstantial Holdcocompletion, LLCwhich consolidatesis asexpected primaryto beneficiary,occur Cedarin Creekthe TEfirst Holdcohalf LLC,of a2026, taxthe equityCompany fundestimates it will pay an additional $62 million to Clearway Renew. The Company estimates that ownsits total capital investment in Honeycomb TargetCo will be $78 million, excluding the Cedarimpact Creekof windany facility.closing adjustments noted in the purchase agreement. See Item 15 — Note 3, Acquisitions,Acquisitions and Dispositions, for further discussion of the transaction.

•On January 14, 2025, the Company contracted with a load serving entity to sell approximately 75 MW of El Segundo’s RA commencing in August 2026 and ending in December 2029. On February 4, 2025, the Company contracted with an additional load serving entity to sell approximately 197 MW of El Segundo’s RA commencing in August 2026 and ending in December 2029. El Segundo is now contracted for 100% of its capacity through 2027 and approximately 50% of its capacity through 2028.

Facility-level Financing Activities

•In connection with the 20242025 Drop Downs of TexasRosamond SolarSouth NovaI, 2,Luna CedarValley, CreekDaggett 1, Pine Forest and Dan’sthe Mountain,Honeycomb Portfolio, the Company assumed non-recourse facility-level debt. See Item 15 — Note 10, Long-term Debt, for further discussion of the non-recourse facility-level debt associated with each facility.

•On OctoberFebruary 23,5, 2024,2026, in order to partially fund the third-party acquisition of the Deriva Solar Portfolio, the Company, through its indirect subsidiary, CapistranoCardinal PortfolioInvestment Holdco LLC, entered into a financing agreement,agreement whichthat includedprovides thefor issuancea term loan of aup $121to $100 million termand loan, as well as $42$119 million in letters of credit in support of debt service and facility obligations. TheUpon Company utilized the proceeds fromfunding, the term loan towill paybear offinterest a rate of SOFR plus 2.00% per annum and will mature 364 days after the existingfunding debt related to Broken Bow and Crofton Bluffs and to pay related financing costs. See Item 15 — Note 10, Long-term Debt, for further discussion of the financing arrangement.date.

•On May 1,21, 2024,2025, when the VictoryDan’s PassMountain andwind Arica solar and BESS facilitiesfacility reached substantial completion, the Company paid $165$36 million to Clearway Renew as additional purchase price in connection with the Company’s acquisition of the Class A membership interests in VP-AricaDan’s Mountain TargetCo LLCLLC, or Dan’s Mountain TargetCo, from Clearway Renew on OctoberNovember 31,18, 2023.2024. AlsoAlso, on May 1,21, 2024,2025, thea third-party cash equity investor contributed an$45 additionalmillion $347to million,acquire the Class B membership interests in Dan’s Mountain TargetCo from Clearway Renew and the tax equity investor contributed an additional $410$90 millionmillion. andThe CEGCompany contributedutilized $52the million,combined which were utilized, along with $103 million held previously in escrow,proceeds to repay the cash equity bridge loan, to repay the tax equity bridge loan, to fund construction completion reservesloan and to pay associated fees.fees with the remaining proceeds distributed to CEG. The Company’s total capital investment in Dan’s Mountain TargetCo was $43 million. See Item 15 — Note 10, Long-term Debt, for further discussion of the transactions.transaction.

Cost of fuels decreased by $17$35 million during the year ended December 31, 2024,2025, compared to the same period in 2023,2024, primarily due to thelower associatedgeneration costs ofat the sales-typeWalnut lease recognition of theCreek, Marsh Landing Blackand StartEl additionSegundo duringfacilities thedue secondto quartermilder ofweather, 2023.which resulted in less fuel purchases.

Operations and maintenance expense increased by $32$57 million during the year ended December 31, 2024,2025, compared to the same period in 2023,2024, primarily due to a combination of the solardrivers andsummarized BESS acquisitions referenced above.below:

Depreciation, amortization and accretion increased by $101$55 million during the year ended December 31, 2024,2025, compared to the same period in 2023,2024, primarily due to the solar and BESS acquisitions referenced above.above, as well as the accelerated depreciation in connection with the repowering of the Mt. Storm and Goat Mountain wind facilities, as further described in Note 4, Property, Plant and Equipment.

Interest expense decreasedincreased by $30$80 million during the year ended December 31, 2024,2025, compared to the same period in 2023,2024, primarily due to the following:

Income Tax Expense (Benefit)

For the year ended December 31, 2025, the Company recorded an income tax expense of $56 million on pretax loss of $175 million. For the same period in 2024, the Company recorded an income tax expense of $30 million on pretax loss of $33 million. For the same period in 2023, the Company recorded an income tax benefit of $2 million on pretax loss of $16 million.

The Company’s principal liquidity requirements are to meet its financial commitments, finance current operations, fund capital expenditures, including investments and acquisitions from time to time, service debt and pay dividends. As a normal part of the Company’s business, depending on market conditions, the Company will from time to time consider opportunities to repay, redeem, repurchase or refinance its indebtedness. Changes in the Company’s operating plans, lower than anticipated sales, increased expenses, investments, acquisitions or other events may cause the Company to seek additional debt or equity financing in future periods. There can be no guarantee that financing will be available on acceptable terms or at all. Debt financing, if available, could impose additional cash payment obligations and additional covenants and operating restrictions.

The Company’s liquidity includes $401$587 million and $516$401 million of restricted cash balances as of December 31, 20242025 and 2023,2024, respectively. Restricted cash consists primarily of funds to satisfy the requirements of certain debt arrangements and funds held within the Company’s facilities that are restricted in their use. As of December 31, 2024,2025, these restricted funds were comprised of $184$146 million designated to fund operating expenses, approximately $37$99 million designated for current debt service payments, and $102$85 million restricted for reserves, including debt service, performance obligations and other reserves, as well as capital expenditures. The remaining $78$257 million is held in distribution reserve accounts.accounts, of which $174 million relates to transferable ITCs for the Rosamond South I solar and BESS facility that were received on behalf of the tax equity investor in Rosie South TE Holdco LLC and subsequently distributed to that tax equity investor in January 2026.

As of December 31, 2024,2025, the Company had no$361 million in outstanding borrowings under its revolving credit facility and $103$96 million in letters of credit outstanding. During January 2026, the Company repaid all of the outstanding borrowings under the revolving credit facility utilizing the proceeds from the sale of the 2034 Senior Notes. The facility will continue to be used for general corporate purposes, including financing of future investments or acquisitions and posting letters of credit.

The Company’s principal sources of liquidity include cash on hand, cash generated from operations, proceeds from sales of assets, borrowings under new and existing financing arrangements and the issuance of additional equity and debt securities as appropriate given market conditions. As described in Item 15 — Note 10, Long-term Debt, the Company’s financing arrangements consist of corporate level debt, which includes Senior Notes and the revolving credit facility; the ATM Program; and facility-level financings for its various assets.assets; the ATM Program and the DSPP.

As you read this discussion and analysis, refer to the Company’s consolidated financial statements to this Form 10-Q, which present the results of operations for the three and six months ended MarchJune 31,30, 2026 and 2025. Also refer to the Company’s 2025 Form 10-K, which includes detailed discussions of various items impacting the Company’s business, results of operations and financial condition.

The Company is one of the largest owners of clean energy generation assets in the U.S. The Company’s portfolio comprises approximately 13.613.9 GW of gross capacity in 27 states, including approximately 10.811.1 GW of wind, solar and battery energy storage systems, or BESS, and approximately 2.8 GW of dispatchable combustion-based power generation assets included in the Flexible Generation segment that provide critical grid reliability services. Through this environmentally-sound, diversified and primarily contracted portfolio, the Company endeavors to provide its investors with stable and growing dividend income. The majority of the Company’s revenues are derived from long-term contractual arrangements for the output or capacity from these assets. The weighted average remaining contract duration of the Company’s Renewables & Storage segment offtake agreements was approximately 12 years as of MarchJune 31,30, 2026 based on CAFD.

As of MarchJune 31,30, 2026, the Company’s operating assets are comprised of the following facilities:

(a) For owned facilities, net capacity represents the maximum, or rated, generating or storage capacity of the facility multiplied by the Company’s percentage ownership in the facility as of MarchJune 31,30, 2026.

•On March 30, 2026, the Company, through its indirect subsidiaries, Cardinal Purchaser LLC and Cardinal JV Purchaser LLC, completed the acquisition of the Cardinal Portfolio for totalnet cash consideration of $324$322 million, subjectwhich toincludes post-closing adjustments.adjustments of $2 million. Of the totalnet consideration, $244$242 million was paid by Cardinal Purchaser LLC related to facilities consolidated by the Company and $80 million was paid by Cardinal JV Purchaser LLC related to facilities held through a joint venture with a third-party investor, recorded as an equity method investment. After factoring in cash acquired, transaction expenses and proceeds from the related financing activities, the Company estimates that its net capital investment in the Cardinal Portfolio will be approximately $240 million. See Note 3, Acquisitions, for further discussion of the transaction.

•On March 27, 2026, theThe Company restructuredcompleted itsrestructuring existingactivities energy‑related to certain long-term commodity contractcontracts associated with the Elbow Creek, Langford and Mesquite Sky wind facility, which resulted in an in-substance financing to settle derivative liabilities over time. The term financing obligation has an initial carrying amount of $127 million and total payments over the term of the arrangement are $162 million.facilities. In connection with theeach restructuring, the Company also entered into a 15‑yearnew 15-year PPA with ana investment‑gradecommercial or investment-grade counterparty. See Note 7, Long-term Debt, for further discussion of the Mesquiterestructuring Sky restructuring.activities.

(bc) Typical average capacity factors for solar facilities is 25%. The weighted-average capacity factors can vary based on seasonality and weather.

(cd) Typical average capacity factors for wind facilities is 25-45%. The weighted-average capacity factors can vary based on seasonality and weather.

Management’s Discussion of the Results of Operations for the Three Months Ended MarchJune 31,30, 2026 and 2025

Operating revenues increased by $56$89 million during the three months ended MarchJune 31,30, 2026, compared to the same period in 2025, due to a combination of the drivers summarized in the table below:

Depreciation, amortization and accretion increased by $19$33 million during the three months ended MarchJune 31,30, 2026, compared to the same period in 2025, primarily due to the solar and BESS acquisitions referenced above.

Interest expense decreasedincreased by $15$22 million during the three months ended MarchJune 31,30, 2026, compared to the same period in 2025, primarily due to the following:

Income Tax (Benefit) Expense

For the three months ended MarchJune 31,30, 2026, the Company recorded an income tax benefit of $2$3 million on a pretax lossincome of $70$27 million. For the same period in 2025, the Company recorded an immaterial income tax expense of $5 million on a pretax lossincome of $104$17 million. The $2$8 million increasedecrease in income tax benefittaxes during the three months ended MarchJune 31,30, 2026, compared to the same period in 2025, was primarily due to the allocation of taxable earnings and losses, which includes the effect of applying the HLBV method of accounting for book purposes for certain partnerships.

For the threesix months ended MarchJune 31,30, 2026, the Company had net income of $95$3 million attributable to noncontrolling interests and redeemable noncontrolling interests comprised of the following:

For the threesix months ended MarchJune 31,30, 2025, the Company had a net loss of $101$119 million attributable to noncontrolling interests and redeemable noncontrolling interests comprised of the following:

As of MarchJune 31,30, 2026 and December 31, 2025, the Company’s liquidity was approximately $1,229$985 million and $1,061 million, respectively, comprised of cash, restricted cash and availability under the Company’s revolving credit facility.

The Company’s liquidity includes $355$292 million and $587 million of restricted cash balances as of MarchJune 31,30, 2026 and December 31, 2025, respectively. Restricted cash consists primarily of funds to satisfy the requirements of certain debt arrangements and funds held within the Company’s facilities that are restricted in their use. As of MarchJune 31,30, 2026, these restricted funds were comprised of $141$130 million designated to fund operating expenses, approximately $97$40 million designated for current debt service payments and $85$90 million restricted for reserves including debt service, performance obligations and other reserves, as well as capital expenditures. The remaining $32 million is held in distribution reserve accounts. In January 2026, the Company distributed $174 million to the tax equity investor in Rosie South TE Holdco LLC related to transferable ITCs for the Rosamond South I solar and BESS facility that were included in restricted cash as of December 31, 2025.

As of MarchJune 31,30, 2026, the Company had no$60 million in outstanding borrowings under the revolving credit facility and $151$198 million in letters of credit outstanding. During January 2026, the Company repaid all$361 ofmillion thein outstanding borrowings under the revolving credit facility utilizing the proceeds from the sale of the 2034 Senior Notes. During July 2026, the Company borrowed an additional $45 million under the revolving credit facility and subsequently repaid $50 million. As of July 31, 2026, the Company had $55 million in outstanding borrowings under the revolving credit facility. The facility will continue to be used for general corporate purposes including financing of future investments or acquisitions and posting letters of credit.

The following table summarizes the credit ratings for the Company and its Senior Notes as of MarchJune 31,30, 2026:

Goat Mountain Repowering Financing — On February 27, 2026, the Company, through its indirect subsidiaries, Goat Mountain Class B Holdco LLC and Goat Wind LLC, as co-borrowers, entered into a financing arrangement for non-recourse debt for a total commitment of $703 million, which consists of a construction loan that converts to a five-year term loan upon substantial completion of the repowering, as well as bridge loans to be repaid with the proceeds from the tax equity investor. The construction loan and bridge loans bear interest at a rate of SOFR plus 1.50% and mature on the term conversion date. The initial borrowing of $140 million was primarily used to fund costs associated with the Goat Mountain repowering, including payments under the development services agreement, deferred debt issuance costs and capital expenditures. In June 2026, the Company paid the remaining $36 million due under the development services agreement. Under the financing arrangement, the Company borrowed $151$231 million through MarchJune 31,30, 2026. The Company estimates that its total capital investment in the Goat Mountain repowering will be $200 million, subject to closing adjustments.

Direct Stock Purchase Plan, or DSPP — In January 2026, the Company issued 1,445,244 shares of Class C common stock under the DSPP for gross proceeds of $50 million and incurred fees of less than $1 million, which were exchanged for 1,445,244 Class C units of Clearway Energy LLC. As of MarchJune 31,30, 2026, 1,061,554 shares of Class C common stock remained available for issuance under the DSPP.

For the threesix months ended MarchJune 31,30, 2026, the Company used approximately $75$159 million to fund capital expenditures, including growth expenditures of $70$154 million, primarily in the Renewables & Storage segment, funded through construction-related financing. Growth capital expenditures included $29$72 million incurred in connection with the Honeycomb Portfolio BESS facilities, $22 million incurred in connection with the Pine Forest solar and BESS facility, $17$51 million incurred in connection with the repowering of the Goat Mountain wind facility, $21 million incurred in connection with the Pine Forest solar and BESS facility and $2$10 million incurred by other facilities. In addition, the Company incurred $5 million of maintenance capital expenditures.expenditures, which is net of credits received.

Variable interest in equity investments — As of MarchJune 31,30, 2026, the Company has several investments with an ownership interest percentage of 50% or less. GenConn is a VIE for which the Company is not the primary beneficiary. The Company’s pro-rata share of non-recourse debt held by unconsolidated affiliates was approximately $367$351 million as of MarchJune 31,30, 2026. This indebtedness may restrict the ability of these subsidiaries to issue dividends or distributions to the Company.

Cardinal Portfolio Acquisition — On March 30, 2026, the Company, through its indirect subsidiaries, Cardinal Purchaser LLC and Cardinal JV Purchaser LLC, completed the acquisition of the Cardinal Portfolio for totalnet cash consideration of $324$322 million, subjectwhich toincludes post-closing adjustments.adjustments of $2 million. Of the totalnet consideration, $244$242 million was paid by Cardinal Purchaser LLC related to facilities consolidated by the Company and $80 million was paid by Cardinal JV Purchaser LLC related to facilities held through a joint venture with a third-party investor. The Cardinal Portfolio has a weighted average remaining contract duration of approximately 10 years. The acquisition was funded with $100 million in borrowings under the new financing arrangement entered into in connection with the acquisition, as well as existing sources of liquidity. In connection with the acquisition, the Company also assumed non-recourse facility-level debt associated with certain of the acquired facilities. After factoring in cash acquired, transaction expenses and proceeds from the related financing activities, the Company estimates that its net capital investment in the Cardinal Portfolio will be approximately $240 million.

Since the Company holds the Class A membership interests in Pine Forest TE HoldCo LLC through its ownership of Pine Forest TE Class A, net loss attributable to Clearway Energy, Inc. reflects HLBV allocations associated with Pine Forest’s tax attributes, including ITCs and accelerated tax depreciation. As a result, larger losses were allocated to the Company in the first quarter of 2026 relative to other partnerships and will continue to be allocated to the Company during the early stages of the facility’s operations. These losses are non-cash in nature and do not impact the Company’s liquidity.

The following table lists the dividends paid on the Company’s Class A common stock and Class C common stock during the threesix months ended MarchJune 31,30, 2026:

On MayAugust 6,4, 2026, the Company declared quarterly dividends on its Class C common stock, including shares that were received in the Class A Conversion,stock of $0.4676$0.4750 per share payable on JuneSeptember 15, 2026 to stockholders of record as of JuneSeptember 1, 2026.