Clearway Energy Enters Material Definitive Agreement

TL;DR

Clearway Energy just signed a big deal, details TBD.

AI Summary

On October 3, 2025, Clearway Energy, Inc. entered into a material definitive agreement. The filing does not disclose specific details of the agreement, the counterparty, or any associated financial figures.

Why It Matters

This filing indicates a significant new contract or partnership for Clearway Energy, which could impact its future operations and financial performance.

Risk Assessment

Risk Level: medium — The lack of specific details in the filing creates uncertainty about the nature and impact of the material definitive agreement.

Key Players & Entities

• Clearway Energy, Inc. (company) — Registrant
• October 3, 2025 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.01 — tered Class A Common Stock, par value $0.01 CWEN.A New York Stock Exchange Clas
• $225.8 million — a base purchase price of approximately $225.8 million in cash, subject to certain customary p
• $79.5 million — a base purchase price of approximately $79.5 million in cash, subject to certain customary p

Filing Documents

• tm2528051d1_8k.htm (8-K) — 35KB
• tm2528051d1_ex10-1.htm (EX-10.1) — 492KB
• tm2528051d1_ex10-2.htm (EX-10.2) — 504KB
• 0001104659-25-097098.txt ( ) — 1445KB
• cwen-20251003.xsd (EX-101.SCH) — 4KB
• cwen-20251003_def.xml (EX-101.DEF) — 26KB
• cwen-20251003_lab.xml (EX-101.LAB) — 36KB
• cwen-20251003_pre.xml (EX-101.PRE) — 25KB
• tm2528051d1_8k_htm.xml (XML) — 5KB

01 Entry Into a Material Definitive Agreement

Item 1.01 Entry Into a Material Definitive Agreement. On October 3, 2025, Cardinal Purchaser LLC (the " Clearway Purchaser "), a subsidiary of Clearway Energy, Inc. (the " Company "), entered into a Purchase and Sale Agreement (the " Clearway Purchase Agreement ") with Deriva Energy, LLC (" Deriva Seller "), Symphony Breeze, LLC (" Breeze Seller ") and Symphony Sun, LLC (" Sun Seller ", and together with Deriva Seller and Breeze Seller, the " Sellers "). Pursuant to the terms of the Clearway Purchase Agreement, Clearway Purchaser will acquire from Sellers all of the limited liability company membership interests in each of Deriva Energy NC Solar, LLC, Clear Skies Solar Holdings, LLC, Washington Millfield Solar, LLC, Deriva Energy Solar I, LLC and Washington Airport Solar, LLC (collectively, the " Target Companies ") for a base purchase price of approximately $225.8 million in cash, subject to certain customary price adjustments (the " Clearway Transaction "). The Target Companies are engaged in the business of managing, owning and operating utility-scale solar energy generation projects generating approximately 386 megawatt alternating current (" MWac ") throughout the United States. On October 3, 2025, Cardinal JV Purchaser LLC (the " Clearway JV Purchaser "), a subsidiary of the Company, Fengate Cardinal Blocker LLC (" Fengate Purchaser 1 "), Fengate Yield (VCOC) UBTI Blocker LLC (" Fengate Purchaser 2 ", together with Fengate Purchaser 1, the " Fengate Purchasers ", and together with Clearway JV Purchaser, the " JV Purchasers "), and Sellers entered into a Purchase and Sale Agreement (the " JV Purchase Agreement ", and together with the Clearway Purchase Agreement, the " Purchase Agreements "). Pursuant to the terms of the JV Purchase Agreement, (i) Clearway JV Purchaser will acquire from Sellers 50% of the limited liability company membership interests in each of Caprock Solar 2 LLC and two limited liability companies to be formed prior to closing (collective

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits (d) Exhibits Exhibit No. Document 10.1* Purchase and Sale Agreement, dated as of October 3, 2025, by and among Cardinal Purchaser LLC, Deriva Energy, LLC, Symphony Breeze, LLC and Symphony Sun, LLC. 10.2* Purchase and Sale Agreement, dated as of October 3, 2025, by and among Cardinal JV Purchaser LLC, Fengate Cardinal Blocker LLC, Fengate Yield (VCOC) UBTI Blocker LLC, Deriva Energy, LLC, Symphony Breeze, LLC and Symphony Sun, LLC. 104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. Schedules and similar attachments to this Exhibit have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the U.S. Securities and Exchange Commission (the " SEC ") upon request. * Certain portions of this Exhibit have been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K. The omitted information is (i) not material and (ii) would likely cause competitive harm to the Company if publicly disclosed. The Company agrees to furnish supplementally an unredacted copy of this Exhibit to the SEC upon request.

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Clearway Energy, Inc. By: /s/ Kevin P. Malcarney Kevin P. Malcarney Executive President, General Counsel and Corporate Secretary Dated: October 6, 2025

View Full Filing

View this 8-K filing on SEC EDGAR