CWEN 10-Q Quarterly Report June 30, 2025

CLEARWAY ENERGY, INC.

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cwen-20250630

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


☒			Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended June 30, 2025


☐			Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Commission File Number: 001-36002

Clearway Energy, Inc.

(Exact name of registrant as specified in its charter)


Delaware			46-1777204
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)

300 Carnegie Center, Suite 300	Princeton	New Jersey	08540
(Address of principal executive offices)			(Zip Code)

( 609 ) 608-1525

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock, par value $0.01	CWEN.A	New York Stock Exchange
Class C Common Stock, par value $0.01	CWEN	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No ☒

As of July 31, 2025, there were 34,613,853 shares of Class A common stock outstanding, par value $0.01 per share, 42,738,750 shares of Class B common stock outstanding, par value $0.01 per share, 83,263,747 shares of Class C common stock outstanding, par value $0.01 per share, and 41,576,142 shares of Class D common stock outstanding, par value $0.01 per share.

TABLE OF CONTENTS

Index


CAUTIONARY STATEMENT REGARDING FORWARD LOOKING INFORMATION			3
GLOSSARY OF TERMS			4
PART I — FINANCIAL INFORMATION			6
ITEM 1 — FINANCIAL STATEMENTS AND NOTES			6
ITEM 2 — MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS			37
ITEM 3 — QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK			56
ITEM 4 — CONTROLS AND PROCEDURES			57
PART II — OTHER INFORMATION			58
ITEM 1 — LEGAL PROCEEDINGS			58
ITEM 1A — RISK FACTORS			58
ITEM 2 — UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS			58
ITEM 3 — DEFAULTS UPON SENIOR SECURITIES			58
ITEM 4 — MINE SAFETY DISCLOSURES			58
ITEM 5 — OTHER INFORMATION			58
ITEM 6 — EXHIBITS			59
SIGNATURES			60

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

This Quarterly Report on Form 10-Q of Clearway Energy, Inc., together with its consolidated subsidiaries, or the Company, includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. The words “believes,” “projects,” “anticipates,” “plans,” “expects,” “intends,” “estimates” and similar expressions are intended to identify forward-looking statements. These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the Company’s actual results, performance and achievements, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. These factors, risks and uncertainties include the factors described under Item 1A — Risk Factors in Part I of the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, as well as the following:

• The Company’s ability to maintain and grow its quarterly dividend;

• Potential risks related to the Company's relationships with CEG and its owners;

• The Company’s ability to successfully identify, evaluate and consummate investment opportunities, as well as acquisitions from, and dispositions to, third parties;

• The Company’s ability to acquire assets from CEG;

• The Company’s ability to borrow additional funds and access capital markets, as well as the Company’s substantial indebtedness and the possibility that the Company may incur additional indebtedness going forward;

• Changes in law, including judicial decisions;

• Hazards customary to the power production industry and power generation operations such as fuel and electricity price volatility, unusual weather conditions (including wind and solar conditions), catastrophic weather-related or other damage to facilities, unscheduled generation outages, maintenance or repairs, unanticipated changes to fuel supply costs or availability due to higher demand, shortages, transportation problems or other developments, environmental incidents, or electric transmission or gas pipeline system constraints and the possibility that the Company may not have adequate insurance to cover losses as a result of such hazards;

• The Company’s ability to operate its businesses efficiently, manage maintenance capital expenditures and costs effectively, and generate earnings and cash flows from its asset-based businesses in relation to its debt and other obligations;

• The willingness and ability of counterparties to the Company’s offtake agreements to fulfill their obligations under such agreements;

• The Company’s ability to enter into contracts to sell power and procure fuel on acceptable terms and prices;

• Government regulation, including compliance with regulatory requirements and changes in market rules, rates, tariffs and environmental laws;

• Operating and financial restrictions placed on the Company that are contained in the facility-level debt facilities and other agreements of certain subsidiaries and facility-level subsidiaries generally, in the Clearway Energy Operating LLC amended and restated revolving credit facility and in the indentures governing the Senior Notes; and

• Cyber terrorism and inadequate cybersecurity, or the occurrence of a catastrophic loss and the possibility that the Company may not have adequate insurance to cover losses resulting from such hazards or the inability of the Company’s insurers to provide coverage.

Forward-looking statements speak only as of the date they were made, and the Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. The foregoing review of factors that could cause the Company’s actual results to differ materially from those contemplated in any forward-looking statements included in this Quarterly Report on Form 10-Q should not be construed as exhaustive.

GLOSSARY OF TERMS

When the following terms and abbreviations appear in the text of this report, they have the meanings indicated below:




2024 Form 10-K			The Company’s Annual Report on Form 10-K for the year ended December 31, 2024, as filed with the SEC on February 25, 2025.
2028 Senior Notes			$850 million aggregate principal amount of 4.75% unsecured senior notes due 2028, issued by Clearway Energy Operating LLC
2031 Senior Notes			$925 million aggregate principal amount of 3.75% unsecured senior notes due 2031, issued by Clearway Energy Operating LLC
2032 Senior Notes			$350 million aggregate principal amount of 3.75% unsecured senior notes due 2032, issued by Clearway Energy Operating LLC
Adjusted EBITDA			A non-GAAP measure, represents earnings before interest (including loss on debt extinguishment), tax, depreciation and amortization adjusted for mark-to-market gains or losses, asset write offs and impairments; and factors which the Company does not consider indicative of future operating performance


ASC			The FASB Accounting Standards Codification, which the FASB established as the source of authoritative GAAP

ATM Program			At-The-Market Equity Offering Program
BESS			Battery energy storage system
BlackRock			BlackRock, Inc., a publicly-traded global investment management firm

CAFD			A non-GAAP measure, Cash Available for Distribution is defined as of June 30, 2025 as Adjusted EBITDA plus cash distributions/return of investment from unconsolidated affiliates, cash receipts from notes receivable, cash distributions from noncontrolling interests, adjustments to reflect sales-type lease cash payments and payments for lease expenses, less cash distributions to noncontrolling interests, maintenance capital expenditures, pro-rata Adjusted EBITDA from unconsolidated affiliates, cash interest paid, income taxes paid, principal amortization of indebtedness, changes in prepaid and accrued capacity payments and adjusted for development expenses

CEG			Clearway Energy Group LLC (formerly Zephyr Renewables LLC)
CEG Master Services Agreement			Amended and Restated Master Services Agreement and Payroll Sharing Agreement, effective as of January 1, 2025, among the Company, Clearway Energy Finance Inc., Clearway Energy LLC, Clearway Energy Operating LLC and CEG

Clearway Energy LLC			The holding company through which the facilities are owned by Clearway Energy Group LLC, the holder of Class B and Class D units, and Clearway Energy, Inc., the holder of the Class A and Class C units
Clearway Energy Group LLC			The holder of all shares of the Company’s Class B and Class D common stock and Clearway Energy LLC’s Class B and Class D units and, from time to time, possibly shares of the Company’s Class A and/or Class C common stock. Clearway Energy Group LLC is a leading developer of renewable energy, energy storage and power infrastructure in the U.S.
Clearway Energy Operating LLC			The holder of facilities that are owned by Clearway Energy LLC
Clearway Renew			Clearway Renew LLC, a subsidiary of CEG, and its wholly-owned subsidiaries

Company			Clearway Energy, Inc., together with its consolidated subsidiaries
CVSR			California Valley Solar Ranch

Daggett 1 Class B			Daggett 1 Class B Member LLC, the indirect owner of Daggett 1
Dan’s Mountain TargetCo			Dan’s Mountain TargetCo LLC, a partnership and the indirect owner of Dan’s Mountain




Distributed Solar			Solar power facilities, typically less than 20 MW in size (on an alternating current, or AC, basis), that primarily sell power produced to customers for usage on site, or are interconnected to sell power into the local distribution grid
Drop Down Assets			Assets under common control acquired by the Company from CEG
ERCOT			Electric Reliability Council of Texas, the ISO and the regional reliability coordinator of the various electricity systems within Texas
Exchange Act			The Securities Exchange Act of 1934, as amended
FASB			Financial Accounting Standards Board
Flexible Generation			Formerly the Conventional Generation segment


GAAP			Accounting principles generally accepted in the U.S.
GenConn			GenConn Energy LLC
GIM			Global Infrastructure Management, LLC, the manager of GIP and an indirect subsidiary of BlackRock
GIP			Global Infrastructure Partners, an infrastructure fund manager managed by GIM that makes equity and debt investments in infrastructure assets and businesses. GIM is an indirect subsidiary of BlackRock.
GW			Gigawatt
HLBV			Hypothetical Liquidation at Book Value


IRS			Internal Revenue Service
ISO			Independent System Operator, also referred to as an RTO
ITC			Investment Tax Credit


Luna Valley Class B			Luna Valley Class B Member LLC, the indirect owner of Luna Valley

MMBtu			Million British Thermal Units

MW			Megawatt
MWh			Saleable megawatt hours, net of internal/parasitic load megawatt-hours


Net Exposure			Counterparty credit exposure to Clearway Energy, Inc., net of collateral
NOLs			Net Operating Losses



OCI/OCL			Other comprehensive income/loss
O&M			Operations and Maintenance
PG&E			Pacific Gas and Electric Company
Pine Forest TargetCo			Pine Forest CE TargetCo LLC, a partnership and the indirect owner of Pine Forest
Pine Forest TE Class A			Pine Forest TE Class A Owner LLC, a consolidated subsidiary of Clearway Energy Finance Inc. and an indirect subsidiary of the Company
PJM			PJM Interconnection, LLC
PPA			Power Purchase Agreement
PTC			Production Tax Credit

RA			Resource adequacy
Renewables & Storage			Formerly the Renewables segment
RENOM			Clearway Renewable Operation & Maintenance LLC, a wholly-owned subsidiary of CEG
Rosie South TargetCo			Rosie South TargetCo LLC, a partnership and the indirect owner of Rosamond South I

RTO			Regional Transmission Organization
SCE			Southern California Edison
SDG&E			San Diego Gas & Electric
SEC			U.S. Securities and Exchange Commission
Senior Notes			Collectively, the 2028 Senior Notes, the 2031 Senior Notes and the 2032 Senior Notes
SOFR			Secured Overnight Financing Rate
SPP			Solar Power Partners
SREC			Solar Renewable Energy Credit


TotalEnergies			TotalEnergies SE, a global multi-energy company
U.S.			United States of America

Utility Scale Solar			Solar power facilities, typically 20 MW or greater in size (on an alternating current, or AC, basis), that are interconnected into the transmission or distribution grid to sell power at a wholesale level
VIE			Variable Interest Entity

PART I — FINANCIAL INFORMATION

ITEM 1 — FINANCIAL STATEMENTS

CLEARWAY ENERGY, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)


	Three months ended June 30,				Six months ended June 30,
(In millions, except per share amounts)	2025		2024		2025		2024
Operating Revenues
Total operating revenues	$	392	$	366	$	690	$	629
Operating Costs and Expenses
Cost of operations, exclusive of depreciation, amortization and accretion shown separately below	131		117		253		243
Depreciation, amortization and accretion	163		153		326		307

General and administrative	11		9		21		20
Transaction and integration costs	2		3		5		4

Total operating costs and expenses	307		282		605		574

Operating Income	85		84		85		55
Other Income (Expense)
Equity in earnings of unconsolidated affiliates	7		8		12		20


Other income, net	8		12		15		28
Loss on debt extinguishment	—		( 2 )		—		( 3 )
Interest expense	( 83 )		( 88 )		( 199 )		( 145 )
Total other expense, net	( 68 )		( 70 )		( 172 )		( 100 )
Income (Loss) Before Income Taxes	17		14		( 87 )		( 45 )
Income tax expense (benefit)	5		10		5		( 3 )
Net Income (Loss)	12		4		( 92 )		( 42 )
Less: Net loss attributable to noncontrolling interests and redeemable noncontrolling interests	( 21 )		( 47 )		( 129 )		( 91 )
Net Income Attributable to Clearway Energy, Inc.	$	33	$	51	$	37	$	49
Earnings Per Share Attributable to Clearway Energy, Inc. Class A and Class C Common Stockholders
Weighted average number of Class A common shares outstanding - basic and diluted	35		35		35		35

Weighted average number of Class C common shares outstanding - basic and diluted	83		82		83		82

Earnings Per Weighted Average Class A and Class C Common Share - Basic and Diluted	$	0.28	$	0.43	$	0.31	$	0.41



Dividends Per Class A Common Share	$	0.4384	$	0.4102	$	0.8696	$	0.8135
Dividends Per Class C Common Share	$	0.4384	$	0.4102	$	0.8696	$	0.8135

See accompanying notes to consolidated financial statements.

CLEARWAY ENERGY, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)


	Three months ended June 30,				Six months ended June 30,
(In millions)	2025		2024		2025		2024
Net Income (Loss)	$	12	$	4	$	( 92 )	$	( 42 )
Other Comprehensive (Loss) Income
Unrealized (loss) gain on derivatives and changes in accumulated OCI, net of income tax benefit of $( 4 ), $ — , $( 5 ) and $ —	( 13 )		1		( 18 )		—
Other comprehensive (loss) income	( 13 )		1		( 18 )		—
Comprehensive (Loss) Income	( 1 )		5		( 110 )		( 42 )
Less: Comprehensive loss attributable to noncontrolling interests and redeemable noncontrolling interests	( 30 )		( 46 )		( 141 )		( 89 )
Comprehensive Income Attributable to Clearway Energy, Inc.	$	29	$	51	$	31	$	47

See accompanying notes to consolidated financial statements.

CLEARWAY ENERGY, INC.

CONSOLIDATED BALANCE SHEETS

(Unaudited)


(In millions, except shares)	June 30, 2025		December 31, 2024
ASSETS
Current Assets
Cash and cash equivalents	$	260	$	332
Restricted cash	526		401
Accounts receivable — trade	232		164
Accounts receivable — affiliates	1		—
Inventory	70		64
Derivative instruments	25		39


Prepayments and other current assets	73		67
Total current assets	1,187		1,067
Property, plant and equipment, net	11,385		9,944
Other Assets
Equity investments in affiliates	297		309

Intangible assets for power purchase agreements, net	2,215		2,125
Other intangible assets, net	65		68

Derivative instruments	109		136
Right-of-use assets, net	606		547

Other non-current assets	169		133
Total other assets	3,461		3,318
Total Assets	$	16,033	$	14,329
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities
Current portion of long-term debt	$	460	$	430

Accounts payable — trade	159		82

Accounts payable — affiliates	41		31
Derivative instruments	62		56
Accrued interest expense	52		53

Accrued expenses and other current liabilities	60		66
Total current liabilities	834		718
Other Liabilities
Long-term debt	8,251		6,750
Deferred income taxes	42		89
Derivative instruments	324		315
Long-term lease liabilities	635		569
Other non-current liabilities	367		324
Total other liabilities	9,619		8,047
Total Liabilities	10,453		8,765
Redeemable noncontrolling interest in subsidiaries	38		—
Commitments and Contingencies
Stockholders’ Equity
Preferred stock, $ 0.01 par value; 10,000,000 shares authorized; none issued	—		—
Class A, Class B, Class C and Class D common stock, $ 0.01 par value; 3,000,000,000 shares authorized (Class A 500,000,000 , Class B 500,000,000 , Class C 1,000,000,000 , Class D 1,000,000,000 ); 202,185,894 shares issued and outstanding (Class A 34,613,853 , Class B 42,738,750 , Class C 83,257,149 , Class D 41,576,142 ) at June 30, 2025 and 202,147,579 shares issued and outstanding (Class A 34,613,853 , Class B 42,738,750 , Class C 82,833,226 , Class D 41,961,750 ) at December 31, 2024	1		1
Additional paid-in capital	1,670		1,805
Retained earnings	188		254
Accumulated other comprehensive (loss) income	( 10 )		3
Noncontrolling interest	3,693		3,501
Total Stockholders’ Equity	5,542		5,564
Total Liabilities and Stockholders’ Equity	$	16,033	$	14,329

See accompanying notes to consolidated financial statements.

CLEARWAY ENERGY, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)


	Six months ended June 30,
(In millions)	2025		2024
Cash Flows from Operating Activities
Net Loss	$	( 92 )	$	( 42 )
Adjustments to reconcile net loss to net cash provided by operating activities:
Equity in earnings of unconsolidated affiliates	( 12 )		( 20 )
Distributions from unconsolidated affiliates	13		15
Depreciation, amortization and accretion	326		307
Amortization of financing costs and debt discounts	7		7
Amortization of intangibles	88		91
Loss on debt extinguishment	—		3

Reduction in carrying amount of right-of-use assets	8		8


Changes in deferred income taxes	2		( 1 )
Changes in derivative instruments and amortization of accumulated OCI	22		49



Changes in other working capital	( 76 )		( 140 )
Net Cash Provided by Operating Activities	286		277
Cash Flows from Investing Activities
Acquisitions	( 211 )		—

Acquisition of Drop Down Assets, net of cash acquired	( 77 )		( 671 )



Capital expenditures	( 132 )		( 202 )

Return of investment from unconsolidated affiliates	10		35


Decrease in note receivable - affiliate	—		184



Other	12		7
Net Cash Used in Investing Activities	( 398 )		( 647 )
Cash Flows from Financing Activities
Contributions from noncontrolling interests, net of distributions	380		1,399


Payments of dividends and distributions	( 176 )		( 164 )


Pro-rata distributions to CEG	( 7 )		—
Proceeds from the revolving credit facility	112		—

Proceeds from the issuance of long-term debt	362		236
Payments of debt issuance costs	( 7 )		( 4 )
Payments for long-term debt	( 498 )		( 1,577 )
Other	( 1 )		( 1 )
Net Cash Provided by (Used in) Financing Activities	165		( 111 )

Net Increase (Decrease) in Cash, Cash Equivalents and Restricted Cash	53		( 481 )
Cash, Cash Equivalents and Restricted Cash at Beginning of Period	733		1,051
Cash, Cash Equivalents and Restricted Cash at End of Period	$	786	$	570

See accompanying notes to consolidated financial statements.

CLEARWAY ENERGY, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

For the Six Months Ended June 30, 2025

(Unaudited)


(In millions)	Preferred Stock		Common Stock		Additional Paid-In Capital		Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Noncontrolling Interest		Total Stockholders’ Equity
Balances at December 31, 2024	$	—	$	1	$	1,805	$	254	$	3	$	3,501	$	5,564
Net income (loss)	—		—		—		4		—		( 108 )		( 104 )
Unrealized loss on derivatives and changes in accumulated OCI, net of tax	—		—		—		—		( 2 )		( 3 )		( 5 )
Distributions to CEG, net of contributions, cash	—		—		—		—		—		( 2 )		( 2 )
Contributions from noncontrolling interests, net of distributions, cash	—		—		—		—		—		51		51
Distributions to noncontrolling interests, non-cash	—		—		—		—		—		( 4 )		( 4 )
Transfers of assets under common control	—		—		( 89 )		—		( 1 )		79		( 11 )

Non-cash adjustments for change in tax basis	—		—		18		—		—		—		18
Stock-based compensation	—		—		1		—		—		—		1
Common stock dividends and distributions to CEG unit holders	—		—		—		( 51 )		—		( 36 )		( 87 )
Other	—		—		—		—		—		( 1 )		( 1 )
Balances at March 31, 2025	—		1		1,735		207		—		3,477		5,420
Net income (loss)	—		—		—		33		—		( 8 )		25
Unrealized loss on derivatives and changes in accumulated OCI, net of tax	—		—		—		—		( 4 )		( 9 )		( 13 )
Contributions from CEG, net of distributions, cash	—		—		—		—		—		46		46
Contributions from noncontrolling interests, net of distributions, cash	—		—		—		—		—		238		238
Pro-rata distributions to CEG, cash	—		—		—		—		—		( 7 )		( 7 )
Transfers of assets under common control	—		—		( 93 )		—		( 6 )		( 8 )		( 107 )

Non-cash adjustments for change in tax basis	—		—		27		—		—		—		27
Stock-based compensation	—		—		1		—		—		—		1
Common stock dividends and distributions to CEG unit holders	—		—		—		( 51 )		—		( 38 )		( 89 )
Other	—		—		—		( 1 )		—		2		1
Balances at June 30, 2025	$	—	$	1	$	1,670	$	188	$	( 10 )	$	3,693	$	5,542

See accompanying notes to consolidated financial statements.

CLEARWAY ENERGY, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

For the Six Months Ended June 30, 2024

(Unaudited)


(In millions)	Preferred Stock		Common Stock		Additional Paid-In Capital		Retained Earnings		Accumulated Other Comprehensive Income		Noncontrolling Interest		Total Stockholders’ Equity
Balances at December 31, 2023	$	—	$	1	$	1,732	$	361	$	7	$	2,893	$	4,994
Net loss	—		—		—		( 2 )		—		( 45 )		( 47 )
Unrealized (loss) gain on derivatives and changes in accumulated OCI, net of tax	—		—		—		—		( 2 )		1		( 1 )
Distributions to CEG, net of contributions, cash	—		—		—		—		—		( 1 )		( 1 )

Contributions from noncontrolling interests, net of distributions, cash	—		—		—		—		—		215		215

Transfers of assets under common control	—		—		2		—		—		( 42 )		( 40 )
Non-cash adjustments for change in tax basis	—		—		6		—		—		—		6
Stock based compensation	—		—		1		—		—		—		1
Common stock dividends and distributions to CEG unit holders	—		—		—		( 47 )		—		( 34 )		( 81 )
Other	—		—		—		( 1 )		—		—		( 1 )
Balances at March 31, 2024	—		1		1,741		311		5		2,987		5,045
Net income (loss)	—		—		—		51		—		( 51 )		—
Unrealized gain on derivatives and changes in accumulated OCI, net of tax	—		—		—		—		—		1		1
Contributions from CEG, net of distributions, cash	—		—		—		—		—		222		222
Contributions from noncontrolling interest, net of distributions, cash	—		—		—		—		—		988		988

Distributions to noncontrolling interests, net of contributions, non-cash	—		—		—		—		—		( 1 )		( 1 )
Transfers of assets under common control	—		—		5		—		—		( 549 )		( 544 )


Non-cash adjustment for change in tax basis	—		—		85		—		—		—		85
Stock based compensation	—		—		( 1 )		—		—		—		( 1 )
Common stock dividends and distributions to CEG unit holders	—		—		—		( 48 )		—		( 35 )		( 83 )
Other	—		—		—		—		—		( 1 )		( 1 )
Balances at June 30, 2024	$	—	$	1	$	1,830	$	314	$	5	$	3,561	$	5,711

See accompanying notes to consolidated financial statements.

CLEARWAY ENERGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 1 — Nature of Business

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.

The Company is one of the largest owners of clean energy generation assets in the U.S. The Company’s portfolio comprises approximately 12 GW of gross capacity in 27 states, including approximately 9.2 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 Company consolidates the results of Clearway Energy LLC through its controlling interest, with CEG’s interest shown as noncontrolling interest in the consolidated financial statements. The holders of the Company’s outstanding shares of Class A and Class C common stock are entitled to dividends as declared. CEG receives its distributions from Clearway Energy LLC through its ownership of Clearway Energy LLC Class B and Class D units. From time to time, CEG may also hold shares of the Company’s Class A and/or Class C common stock.

As of June 30, 2025, the Company owned 58.30 % of the economic interests of Clearway Energy LLC, with CEG owning 41.70 % of the economic interests of Clearway Energy LLC.

The following table represents a summarized structure of the Company as of June 30, 2025:

Clearway summarized org structure as of 6.30.25.jpg

Basis of Presentation

The accompanying unaudited interim consolidated financial statements have been prepared in accordance with the SEC’s regulations for interim financial information and with the instructions to Form 10-Q. Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements. The following notes should be read in conjunction with the accounting policies and other disclosures as set forth in the notes to the consolidated financial statements included in the Company’s 2024 Form 10-K. Interim results are not necessarily indicative of results for a full year.

In the opinion of management, the accompanying unaudited interim consolidated financial statements contain all material adjustments consisting of normal and recurring accruals necessary for a fair statement of the Company’s consolidated financial position as of June 30, 2025, and results of operations, comprehensive income and cash flows for the three and six months ended June 30, 2025 and 2024.

Note 2 — Summary of Significant Accounting Policies

Use of Estimates

The preparation of consolidated financial statements in accordance with GAAP requires management to make estimates and assumptions. These estimates and assumptions impact the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities as of the date of the consolidated financial statements. They also impact the reported amounts of net earnings during the reporting periods. Actual results could be different from these estimates.

Cash, Cash Equivalents and Restricted Cash

Cash and cash equivalents include highly liquid investments with an original maturity of three months or less at the time of purchase. Cash and cash equivalents held at subsidiary facilities was $ 214 million and $ 194 million as of June 30, 2025 and December 31, 2024, respectively.

The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the consolidated balance sheets that sum to the total of the same such amounts shown in the consolidated statements of cash flows:


	June 30, 2025		December 31, 2024
	(In millions)
Cash and cash equivalents	$	260	$	332
Restricted cash	526		401
Cash, cash equivalents and restricted cash shown in the consolidated statements of cash flows	$	786	$	733

Restricted cash consists primarily of funds held to satisfy the requirements of certain debt agreements and funds held within the Company’s facilities that are restricted in their use. As of June 30, 2025, these restricted funds were comprised of $ 112 million designated to fund operating expenses, $ 176 million designated for current debt service payments and $ 83 million restricted for reserves including debt service, performance obligations and other reserves as well as capital expenditures. The remaining $ 155 million is held in distributions reserve accounts.

Accumulated Depreciation and Accumulated Amortization

The following table presents the accumulated depreciation included in property, plant and equipment, net, and accumulated amortization included in intangible assets, net:


	June 30, 2025		December 31, 2024
	(In millions)
Property, Plant and Equipment Accumulated Depreciation	$	4,398	$	4,086
Intangible Assets Accumulated Amortization	1,283		1,194

Dividends to Class A and Class C Common Stockholders

The following table lists the dividends paid on the Company's Class A and Class C common stock during the six months ended June 30, 2025:


	Second Quarter 2025		First Quarter 2025
Dividends per Class A share	$	0.4384	$	0.4312
Dividends per Class C share	0.4384		0.4312

Dividends on the Class A and Class C common stock are subject to available capital, market conditions and compliance with associated laws, regulations and other contractual obligations. The Company expects that, based on current circumstances, comparable cash dividends will continue to be paid in the foreseeable future.

On August 4, 2025, the Company declared quarterly dividends on its Class A and Class C common stock of $ 0.4456 per share payable on September 16, 2025 to stockholders of record as of September 2, 2025.

Noncontrolling Interests

Clearway Energy LLC Distributions to CEG

The following table lists distributions paid to CEG during the six months ended June 30, 2025 on Clearway Energy LLC’s Class B and D units:


	Second Quarter 2025		First Quarter 2025
Distributions per Class B Unit	$	0.4384	$	0.4312
Distributions per Class D Unit	0.4384		0.4312

In addition to the quarterly distributions paid to CEG, on June 10, 2025, Clearway Energy LLC distributed an additional $ 7 million to CEG, which represents CEG’s pro-rata share of distributions related to the Company’s $ 9 million contribution through Pine Forest TE Class A Owner LLC, or Pine Forest TE Class A, an indirect subsidiary of the Company, to acquire the Class A membership interests in Pine Forest TE HoldCo LLC, as further described in Note 3, Acquisitions .

On August 4, 2025, Clearway Energy LLC declared a distribution on its Class B and Class D units of $ 0.4456 per unit payable on September 16, 2025 to unit holders of record as of September 2, 2025.

Redeemable Noncontrolling Interests

To the extent that a third party has the right to redeem their interests for cash or other assets, the Company has included the noncontrolling interest attributable to the third party as a component of temporary equity in the mezzanine section of the consolidated balance sheet. The following table reflects the changes in the Company’s redeemable noncontrolling interest balance:


	(In millions)
Balance at December 31, 2024	$	—
Cash contributions from redeemable noncontrolling interests	54
Non-cash distributions to redeemable noncontrolling interests	( 3 )
Comprehensive loss attributable to redeemable noncontrolling interests	( 13 )
Balance at June 30, 2025	$	38

Revenue Recognition

Disaggregated Revenues

The following tables represent the Company’s disaggregation of revenue from contracts with customers along with the reportable segment for each category:


	Three months ended June 30, 2025
(In millions)	Flexible Generation		Renewables & Storage		Total
Energy revenue (a)	$	5	$	333	$	338
Capacity revenue (a)	68		22		90
Other revenues	1		21		22
Contract amortization	( 4 )		( 41 )		( 45 )
Mark-to-market for economic hedges	( 20 )		7		( 13 )
Total operating revenues	50		342		392
Less: Contract amortization	4		41		45
Less: Mark-to-market for economic hedges	20		( 7 )		13
Less: Lease revenue	( 29 )		( 244 )		( 273 )
Total revenue from contracts with customers	$	45	$	132	$	177

(a) The following amounts of energy and capacity revenues relate to leases and are accounted for under ASC 842:


(In millions)	Flexible Generation		Renewables & Storage		Total
Energy revenue	$	—	$	232	$	232
Capacity revenue	29		12		41

Total	$	29	$	244	$	273


	Three months ended June 30, 2024
(In millions)	Flexible Generation		Renewables & Storage		Total
Energy revenue (a)	$	10	$	334	$	344
Capacity revenue (a)	67		13		80
Other revenues	1		29		30
Contract amortization	( 4 )		( 42 )		( 46 )
Mark-to-market for economic hedges	( 5 )		( 37 )		( 42 )
Total operating revenues	69		297		366
Less: Contract amortization	4		42		46
Less: Mark-to-market for economic hedges	5		37		42
Less: Lease revenue	( 28 )		( 267 )		( 295 )
Total revenue from contracts with customers	$	50	$	109	$	159

(a) The following amounts of energy and capacity revenues relate to leases and are accounted for under ASC 842:


(In millions)	Flexible Generation		Renewables & Storage		Total
Energy revenue	$	—	$	258	$	258
Capacity revenue	28		9		37
Total	$	28	$	267	$	295


	Six months ended June 30, 2025
(In millions)	Flexible Generation		Renewables & Storage		Total
Energy revenue (a)	$	11	$	575	$	586
Capacity revenue (a)	132		43		175
Other revenues	2		40		42
Contract amortization	( 9 )		( 80 )		( 89 )
Mark-to-market for economic hedges	( 18 )		( 6 )		( 24 )
Total operating revenues	118		572		690
Less: Contract amortization	9		80		89
Less: Mark-to-market for economic hedges	18		6		24
Less: Lease revenue	( 58 )		( 425 )		( 483 )
Total revenue from contracts with customers	$	87	$	233	$	320

(a) The following amounts of energy and capacity revenues relate to leases and are accounted for under ASC 842:


(In millions)	Flexible Generation		Renewables & Storage		Total
Energy revenue	$	1	$	400	$	401
Capacity revenue	57		25		82
Total	$	58	$	425	$	483


	Six months ended June 30, 2024
(In millions)	Flexible Generation		Renewables & Storage		Total
Energy revenue (a)	$	32	$	555	$	587
Capacity revenue (a)	130		22		152
Other revenues	3		43		46
Contract amortization	( 9 )		( 83 )		( 92 )
Mark-to-market for economic hedges	8		( 72 )		( 64 )
Total operating revenues	164		465		629
Less: Contract amortization	9		83		92
Less: Mark-to-market for economic hedges	( 8 )		72		64
Less: Lease revenue	( 57 )		( 444 )		( 501 )
Total revenue from contracts with customers	$	108	$	176	$	284

(a) The following amounts of energy and capacity revenues relate to leases and are accounted for under ASC 842:


(In millions)	Flexible Generation		Renewables & Storage		Total
Energy revenue	$	1	$	427	$	428
Capacity revenue	56		17		73

Total	$	57	$	444	$	501

Contract Balances

The following table reflects the contract assets included on the Company’s consolidated balance sheets:


	June 30, 2025		December 31, 2024
	(In millions)
Accounts receivable, net - Contracts with customers	$	103	$	75
Accounts receivable, net - Leases	129		89
Total accounts receivable, net	$	232	$	164

Note 3 — Acquisitions

Catalina Solar Acquisition — On July 16, 2025, the Company, through its indirect subsidiary, Catalina Solar Investment LLC, acquired Catalina Solar Lessee Holdco LLC, which leases and operates Catalina, a 109 MW solar facility located in Kern County, California, from a third-party for approximately $ 127 million. Catalina reached commercial operations in 2013 and has a PPA with an investment-grade utility through 2038. The acquisition was funded with existing sources of liquidity. The Company estimates that its net capital investment in Catalina will be $ 125 million after factoring in cash acquired and estimated transaction expenses.

Pine Forest Drop Down — On June 10, 2025, the Company, through its indirect subsidiary, Pine Forest CE Class A Owner LLC, acquired the Class A membership interests in Pine Forest CE TargetCo LLC, or Pine Forest TargetCo, a partnership and the indirect owner of Pine Forest, a 300 MW solar facility that is paired with a 200 MW BESS facility, which are both currently under construction in Hopkins County, Texas, from Clearway Renew for initial cash consideration of $ 18 million. Simultaneously, a third-party cash equity investor acquired the Class B membership interests in Pine Forest TargetCo from Clearway Renew for initial cash consideration of $ 36 million. Pine Forest TargetCo consolidates as primary beneficiary, Pine Forest TE HoldCo LLC, a tax equity fund that directly owns the Pine Forest solar and BESS facility, as further described in Note 4 , Investments Accounted for by the Equity Method and Variable Interest Entities . Also on June 10, 2025, the Company, through its indirect subsidiary, Pine Forest TE Class A, contributed $ 9 million to acquire the Class A membership interests in Pine Forest TE HoldCo LLC. At substantial completion, which is expected to occur in the second half of 2025, the Company estimates it will pay an additional $ 72 million to Clearway Renew for its Class A membership interests in Pine Forest TargetCo and will contribute an additional $ 37 million for its Class A membership interests in Pine Forest TE HoldCo LLC. In addition, the third-party cash equity investor in Pine Forest TargetCo is expected to contribute an additional $ 144 million.

Pine Forest has PPAs for the solar facility with investment-grade counterparties and a 20-year weighted average contract duration that will commence when the underlying operating assets reach commercial operations, which is expected to occur in the second half of 2025. Pine Forest is reflected in the Company’s Renewables & Storage segment and the acquisition was funded with existing sources of liquidity. The acquisition was determined to be an asset acquisition and the Company consolidates Pine Forest on a prospective basis in its financial statements. The assets and liabilities transferred to the Company relate to interests under common control and were recorded at historical cost in accordance with ASC 805-50, Business Combinations - Related Issues . The sum of the initial cash consideration of $ 18 million and the historical cost of the Company’s net liabilities assumed of $ 9 million was recorded as an adjustment to CEG’s noncontrolling interest balance. In addition, the Company reflected the entire $ 18 million of the Company’s initial purchase price, which was contributed back to the Company by CEG to pay down the acquired long-term debt, in the line item contributions from CEG, net of distributions in the consolidated statements of stockholders’ equity. The Company estimates that its total capital investment in Pine Forest TargetCo will be $ 136 million, excluding the impact of any closing adjustments noted in the purchase agreement.

The following is a summary of assets and liabilities transferred in connection with the acquisition as of June 10, 2025:


(In millions)	Pine Forest
Restricted cash	$	1
Property, plant and equipment (a)	560
Right-of-use assets, net	17
Derivative assets	6

Total assets acquired	584

Long-term debt (b)	515
Long-term lease liabilities	18
Derivative liabilities	1
Other current and non-current liabilities	54
Total liabilities assumed	588
Other comprehensive income	5
Net liabilities assumed	$	( 9 )

(a) Includes Construction in progress of $ 550 million.

(b) Includes a $ 103 million construction loan, a $ 102 million cash equity bridge loan, a $ 41 million tax equity bridge loan and a $ 275 million tax credit transfer bridge loan, offset by $ 6 million in unamortized debt issuance costs. See Note 7, Long-term Debt , for further discussion of the long-term debt assumed in the acquisition.

Tuolumne Wind Acquisition — On April 29, 2025, the Company, through its indirect subsidiary, Washington Wind LLC, acquired Tuolumne, a 137 MW wind facility located in Klickitat County, Washington, from an investment-grade regulated entity for approximately $ 210 million, which excludes $ 1 million in transaction expenses incurred in connection with the acquisition during the six months ended June 30, 2025 . Tuolumne reached commercial operations in 2009. In connection with the acquisition, the Company entered into a 15-year PPA with an investment-grade regulated entity that commenced in April 2025 . Tuolumne is reflected in the Company’s Renewables & Storage segment and the acquisition was funded with borrowings under the new financing agreement that was entered into in connection with the acquisition, as further described in Note 7, Long-term Debt , as well as existing sources of liquidity. After factoring in transaction expenses and the new financing, the Company’s net capital investment in Tuolumne was $ 59 million. The acquisition was determined to be an asset acquisition and the purchase price, including transaction expenses, was allocated to the fair value of the assets acquired and liabilities assumed on the acquisition date as follows:


(In millions)	Tuolumne
Property, plant and equipment	$	37
Intangible asset for power purchase agreement	176
Right-of-use assets	5
Other current and non-current assets	1

Total assets acquired	219

Long-term lease liabilities	4
Other current and non-current liabilities	4
Total liabilities assumed	8
Net assets acquired	$	211

Fair value measurements

The fair value of property, plant and equipment for the Company’s third-party acquisition of Tuolumne was determined primarily based on an income method using discounted cash flows and validated using a cost approach based on the replacement cost of the assets less economic depreciation. This methodology was utilized as the forecasted cash flows incorporate specific attributes including age, useful life, equipment condition and technology. The fair value of intangible asset for power purchase agreement was determined utilizing a variation of the income approach determined by discounting incremental cash flows associated with the contract to present value. Primary assumptions utilized included estimates of generation, contractual prices, operating expenses and the weighted average cost of capital reflective of a market participant. These assumptions are considered to be a Level 3 measurement as defined in ASC 820, as they utilize inputs that are not observable in the market.

Luna Valley Drop Down — On April 29, 2025, the Company, through its indirect subsidiary, LV-Daggett Parent Holdco LLC, acquired Luna Valley Class B Member LLC, or Luna Valley Class B, the indirect owner of Luna Valley, a 200 MW solar facility that is currently under construction in Fresno County, California, from Clearway Renew for initial cash consideration of $ 18 million. At substantial completion, which is expected to occur in the second half of 2025, the Company estimates it will pay an additional $ 72 million to Clearway Renew. Luna Valley Class B consolidates as primary beneficiary, Luna Valley TE Holdco LLC, a tax equity fund that owns the Luna Valley solar facility , as further described in Note 4 , Investments Accounted for by the Equity Method and Variable Interest Entities . Luna Valley has PPAs with investment-grade counterparties that have a 17-year weighted average contract duration that commence when the underlying operating assets reach commercial operations, which is expected to occur in the second half of 2025. Luna Valley is reflected in the Company’s Renewables & Storage segment and the acquisition was funded with existing sources of liquidity. The acquisition was determined to be an asset acquisition and the Company consolidates Luna Valley on a prospective basis in its financial statements. The assets and liabilities transferred to the Company relate to interests under common control and were recorded at historical cost in accordance with ASC 805-50, Business Combinations - Related Issues . The sum of the initial cash consideration of $ 18 million and the historical cost of the Company’s net liabilities assumed of $ 7 million was recorded as an adjustment to CEG’s noncontrolling interest balance. In addition, the Company reflected the entire $ 18 million of the Company’s initial purchase price, which was contributed back to the Company by CEG to pay down the acquired long-term debt, in the line item contributions from CEG, net of distributions in the consolidated statements of stockholders’ equity. The Company estimates that its total capital investment in Luna Valley Class B will be $ 90 million, excluding the impact of any closing adjustments noted in the purchase agreement.

The following is a summary of assets and liabilities transferred in connection with the acquisition as of April 29, 2025:


(In millions)	Luna Valley
Restricted cash	$	8
Property, plant and equipment (a)	346
Right-of-use assets, net	16
Other current and non-current assets	22

Total assets acquired	392

Long-term debt (b)	348
Long-term lease liabilities	18
Derivative liabilities	8
Other current and non-current liabilities	33
Total liabilities assumed	407
Other comprehensive loss	( 8 )
Net liabilities assumed	$	( 7 )

(a) Includes Construction in progress of $ 338 million.

(b) Includes a $ 144 million construction loan, a $ 64 million cash equity bridge loan and a $ 144 million tax equity bridge loan, offset by $ 4 million in unamortized debt issuance costs. See Note 7, Long-term Debt , for further discussion of the long-term debt assumed in the acquisition.

Daggett 1 Drop Down — On April 29, 2025, the Company, through its indirect subsidiary, LV-Daggett Parent Holdco LLC, acquired Daggett 1 Class B Member LLC, or Daggett 1 Class B, the indirect owner of Daggett 1, a 114 MW BESS facility that is currently under construction in San Bernardino County, California, from Clearway Renew for initial cash consideration of $ 11 million. At substantial completion, which is expected to occur in the second half of 2025, the Company estimates it will pay an additional $ 42 million to Clearway Renew. Daggett 1 Class B consolidates as primary beneficiary, Daggett 1 TE Holdco LLC, a tax equity fund that owns the Daggett 1 BESS facility , as further described in Note 4 , Investments Accounted for by the Equity Method and Variable Interest Entities . Daggett 1 has a PPA for capacity with an investment-grade counterparty for a contract duration of 15 years that commences when the facility reaches commercial operations, which is expected to occur in the second half of 2025. Daggett 1 is reflected in the Company’s Renewables & Storage segment and the acquisition was funded with existing sources of liquidity. The acquisition was determined to be an asset acquisition and the Company consolidates Daggett 1 on a prospective basis in its financial statements. The assets and liabilities transferred to the Company relate to interests under common control and were recorded at historical cost in accordance with ASC 805-50, Business Combinations - Related Issues . The difference between the initial cash consideration of $ 11 million and the historical cost of the Company’s net assets acquired of $ 1 million was recorded as an adjustment to CEG’s noncontrolling interest balance. In addition, the Company reflected the entire $ 11 million of the Company’s initial purchase price, which was contributed back to the Company by CEG into escrow in the line item contributions from CEG, net of distributions in the consolidated statements of stockholders’ equity. The Company estimates that its total capital investment in Daggett 1 Class B will be $ 53 million, excluding the impact of any closing adjustments noted in the purchase agreement.

The following is a summary of assets and liabilities transferred in connection with the acquisition as of April 29, 2025:


(In millions)	Daggett 1
Cash	$	1
Property, plant and equipment (a)	223

Other current and non-current assets	8

Total assets acquired	232

Long-term debt (b)	220

Derivative liabilities	6
Other current and non-current liabilities	11
Total liabilities assumed	237
Other comprehensive loss	( 6 )
Net assets acquired	$	1

(a) Includes Construction in progress of $ 221 million.

(b) Includes a $ 92 million construction loan and a $ 131 million tax equity bridge loan, offset by $ 3 million in unamortized debt issuance costs. See Note 7, Long-term Debt , for further discussion of the long-term debt assumed in the acquisition.

Rosamond South I Drop Down — On March 20, 2025, the Company, through its indirect subsidiary, Rosamond South Investment LLC, acquired the Class A membership interests in Rosie South TargetCo LLC, or Rosie South TargetCo, a partnership and the indirect owner of Rosamond South I, a 140 MW solar facility that is paired with a 117 MW BESS facility, which are both currently under construction in Rosamond, California, from Clearway Renew for initial cash consideration of $ 4 million. Simultaneously, a third-party cash equity investor acquired the Class B membership interests in Rosie South TargetCo from Clearway Renew for initial cash consideration of $ 10 million. At substantial completion, which is expected to occur in the second half of 2025, the Company estimates it will pay an additional $ 17 million to Clearway Renew and the third-party cash equity investor will contribute an additional $ 41 million. Rosie South TargetCo consolidates as primary beneficiary, Rosie South TE Holdco LLC, a tax equity fund that directly owns the Rosamond South I solar and BESS facility, as further described in Note 4 , Investments Accounted for by the Equity Method and Variable Interest Entities . Rosamond South I has PPAs with investment-grade counterparties that have a 15-year weighted average contract duration that commence when the underlying operating assets reach commercial operations, which is expected to occur in the second half of 2025. Rosamond South I is reflected in the Company’s Renewables & Storage segment and the acquisition was funded with existing sources of liquidity. The acquisition was determined to be an asset acquisition and the Company consolidates Rosamond South I on a prospective basis in its financial statements. The assets and liabilities transferred to the Company relate to interests under common control and were recorded at historical cost in accordance with ASC 805-50, Business Combinations - Related Issues . The sum of the initial cash consideration of $ 4 million and the historical cost of the Company’s net liabilities assumed of $ 3 million was recorded as an adjustment to CEG’s noncontrolling interest balance. In addition, the Company reflected the entire $ 4 million of the Company’s initial purchase price, which was contributed back to the Company by CEG to pay down the acquired long-term debt, in the line item distributions to CEG, net of contributions in the consolidated statements of stockholders’ equity. The Company estimates that its total capital investment in Rosie South TargetCo will be $ 21 million, excluding the impact of any closing adjustments noted in the purchase agreement.

The following is a summary of assets and liabilities transferred in connection with the acquisition as of March 20, 2025:


(In millions)	Rosamond South I

Property, plant and equipment (a)	$	507
Right-of-use assets, net (b)	17

Other current and non-current assets	11

Total assets acquired	535

Long-term debt (c)	468
Long-term lease liabilities (b)	19
Derivative liabilities	4
Other current and non-current liabilities	51
Total liabilities assumed	542
Other comprehensive loss	( 4 )
Net liabilities assumed	$	( 3 )

(a) Includes Construction in progress of $ 495 million.

(b) Balances primarily relate to a land lease agreement with a wholly-owned subsidiary of CEG, which expires on September 30, 2058.

(c) Includes a $ 179 million construction loan, a $ 6 million cash equity bridge loan and a $ 284 million tax equity bridge loan, offset by $ 1 million in unamortized debt issuance costs. See Note 7, Long-term Debt , for further discussion of the long-term debt assumed in the acquisition.

Note 4 — Investments Accounted for by the Equity Method and Variable Interest Entities

Entities that are not Consolidated

The Company has interests in entities that are considered VIEs under ASC 810, but for which it is not considered the primary beneficiary. The Company accounts for its interests in these entities and entities in which it has a significant investment under the equity method of accounting, as further described under Item 15 — Note 5, Investments Accounted for by the Equity Method and Variable Interest Entities, to the consolidated financial statements included in the Company’s 2024 Form 10 -K.

The following table reflects the Company’s equity investments in unconsolidated affiliates as of June 30, 2025:


Name	Economic Interest	Investment Balance (a)
		(In millions)
Avenal	50 %	$	10
Desert Sunlight	25 %	214
Elkhorn Ridge	66.7 %	1
GenConn (b)	50 %	73
San Juan Mesa	75 %	( 1 )

		$	297

(a) The Company’s maximum exposure to loss is limited to its investment balances.

(b) GenConn is a VIE.

Entities that are Consolidated

As further described under Item 15 — Note 5, Investments Accounted for by the Equity Method and Variable Interest Entities, to the consolidated financial statements included in the Company’s 2024 Form 10-K, the Company has a controlling financial interest in certain entities which have been identified as VIEs under ASC 810, Consolidations , or ASC 810. These arrangements are primarily related to tax equity arrangements entered into with third parties in order to monetize certain tax credits associated with wind, solar and BESS facilities. The Company also has a controlling financial interest in certain partnership arrangements with third-party investors, which also have been identified as VIEs. Under the Company’s arrangements that have been identified as VIEs, the third-party investors are allocated earnings, tax attributes and distributable cash in accordance with the respective limited liability company agreements. Many of these arrangements also provide a mechanism to facilitate achievement of the investor’s specified return by providing incremental cash distributions to the investor at a specified date if the specified return has not yet been achieved.

The following is a summary of significant activity during the six months ended June 30, 2025 related to the Company’s consolidated VIEs:

Pine Forest TargetCo — As described in Note 3, Acquisitions , on June 10, 2025, Pine Forest CE Class A Owner LLC, an indirect subsidiary of the Company, acquired the Class A membership interests in Pine Forest TargetCo, which is a partnership. The Company consolidates Pine Forest TargetCo as a VIE, as the Company is the primary beneficiary. Through its membership interests in Pine Forest TargetCo, the Company receives 50 % of distributable cash. The Company recorded the third-party cash equity investor’s noncontrolling interest in Pine Forest TargetCo at the historical carrying amount, with the offset to additional paid-in capital. Pine Forest TargetCo consolidates as primary beneficiary, and through its ownership of the Class B membership interests, Pine Forest TE HoldCo LLC, a tax equity fund that directly owns the Pine Forest solar and BESS facility. The Class A membership interests in Pine Forest TE HoldCo LLC are held by Pine Forest TE Class A, an indirect subsidiary of the Company.

Luna Valley TE Holdco LLC — As described in Note 3, Acquisitions , on April 29, 2025, LV-Daggett Parent Holdco LLC, an indirect subsidiary of the Company, acquired Luna Valley Class B. Luna Valley Class B consolidates as primary beneficiary, and through its ownership of the Class B membership interests, Luna Valley TE Holdco LLC, a tax equity fund that owns the Luna Valley solar facility. The Class A membership interests in Luna Valley TE Holdco LLC are held by a tax equity investor and are reflected as redeemable noncontrolling interest on the Company’s consolidated balance sheet.

Daggett 1 TE Holdco LLC — As described in Note 3, Acquisitions , on April 29, 2025, LV-Daggett Parent Holdco LLC acquired Daggett 1 Class B. Daggett 1 Class B consolidates as primary beneficiary, and through its ownership of the Class B membership interests, Daggett 1 TE Holdco LLC, a tax equity fund that owns the Daggett 1 BESS facility. The Class A membership interests in Daggett 1 TE Holdco LLC are held by a tax equity investor and are reflected as redeemable noncontrolling interest on the Company’s consolidated balance sheet.

Rosie South TargetCo — As described in Note 3, Acquisitions , on March 20, 2025, Rosamond South Investment LLC, an indirect subsidiary of the Company, acquired the Class A membership interests in Rosie South TargetCo, which is a partnership. The Company consolidates Rosie South TargetCo as a VIE, as the Company is the primary beneficiary. Through its membership interests in Rosie South TargetCo, the Company receives 50 % of distributable cash. The Company recorded the third-party cash equity investor’s noncontrolling interest in Rosie South TargetCo at the historical carrying amount, with the offset to additional paid-in capital. Rosie South TargetCo consolidates as primary beneficiary, and through its ownership of the Class B membership interests, Rosie South TE Holdco LLC, a tax equity fund that directly owns the Rosamond South I solar and BESS facility. The Class A membership interests in Rosie South TE Holdco LLC are held by a tax equity investor and are reflected as noncontrolling interest on the Company’s consolidated balance sheet.

The Company has updated the following disclosure of assets and liabilities for its consolidated VIEs to present combined totals, and has revised the amounts as of December 31, 2024 to reflect accurate comparative totals for the same relevant entities:


(In millions)	June 30, 2025		December 31, 2024
Other current and non-current assets	$	970	$	755
Property, plant and equipment	7,545		5,985
Total assets	$	8,515	$	6,740
Total liabilities	$	3,421	$	1,858

Note 5 — Fair Value of Financial Instruments

Fair Value Accounting under ASC 820

ASC 820 establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three levels as follows:

• Level 1—quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access as of the measurement date.

• Level 2—inputs other than quoted prices included within Level 1 that are directly observable for the asset or liability or indirectly observable through corroboration with observable market data.

• Level 3—unobservable inputs for the asset or liability only used when there is little, if any, market activity for the asset or liability at the measurement date.

In accordance with ASC 820, the Company determines the level in the fair value hierarchy within which each fair value measurement in its entirety falls, based on the lowest level input that is significant to the fair value measurement.

For cash and cash equivalents, restricted cash, accounts receivable — trade, accounts receivable — affiliates, accounts payable — trade, accounts payable — affiliates and accrued expenses and other current liabilities, the carrying amounts approximate fair value because of the short-term maturity of those instruments and are classified as Level 1 within the fair value hierarchy.

The carrying amount and estimated fair value of the Company’s recorded financial instrument not carried at fair market value or that does not approximate fair value is as follows:


	As of June 30, 2025				As of December 31, 2024
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
	(In millions)




Long-term debt, including current portion (a)	$	8,782	$	8,421	$	7,237	$	6,715

(a) Excludes net debt issuance costs, which are recorded as a reduction to long-term debt on the Company’s consolidated balance sheets.

The fair value of the Company’s publicly-traded long-term debt is based on quoted market prices and is classified as Level 2 within the fair value hierarchy. The fair value of debt securities, non-publicly traded long-term debt and certain notes receivable of the Company are based on expected future cash flows discounted at market interest rates, or current interest rates for similar instruments with equivalent credit quality and are classified as Level 3 within the fair value hierarchy. The following table presents the level within the fair value hierarchy for long-term debt, including current portion:


	As of June 30, 2025				As of December 31, 2024
	Level 2		Level 3		Level 2		Level 3
	(In millions)
Long-term debt, including current portion	$	2,003	$	6,418	$	1,922	$	4,793

Recurring Fair Value Measurements

The Company records its derivative assets and liabilities at fair market value on its consolidated balance sheets. The following table presents assets and liabilities measured and recorded at fair value on the Company’s consolidated balance sheets on a recurring basis and their level within the fair value hierarchy:


	As of June 30, 2025				As of December 31, 2024
	Fair Value (a)				Fair Value (a)
(In millions)	Level 2 (b)		Level 3			Level 2 (b)		Level 3
Derivative assets:

Energy-related commodity contracts (c)	$	—	$	4		$	—	$	9
Interest rate contracts	130		—			166		—
Other financial instruments (d)	—		7			—		10
Total assets	$	130	$	11		$	166	$	19
Derivative liabilities:
Energy-related commodity contracts (e)	$	—	$	356		$	—	$	371
Interest rate contracts	30		—			—		—
Total liabilities	$	30	$	356		$	—	$	371

(a) There were no derivative assets or liabilities classified as Level 1 as of June 30, 2025 and December 31, 2024.

(b) The Company’s interest rate swaps are measured at fair value using an income approach, which uses readily observable inputs, such as forward interest rates (e.g., SOFR) and contractual terms to estimate fair value.

(d) Includes SREC contract.

(e) Includes $ 339 million and $ 366 million related to long-term power commodity contracts as of June 30, 2025 and December 31, 2024, respectively, and $ 17 million and $ 5 million related to heat rate call option contracts as of June 30, 2025 and December 31, 2024, respectively.

The following table reconciles the beginning and ending balances for instruments that are recognized at fair value in the consolidated financial statements using significant unobservable inputs:


	Three months ended June 30,				Six months ended June 30,
	2025		2024		2025		2024
(In millions)	Fair Value Measurement Using Significant Unobservable Inputs (Level 3)				Fair Value Measurement Using Significant Unobservable Inputs (Level 3)
Beginning balance	$	( 363 )	$	( 339 )	$	( 352 )	$	( 317 )
Settlements	33		( 3 )		40		( 6 )


Total losses for the period included in earnings	( 15 )		( 39 )		( 33 )		( 58 )
Ending balance	$	( 345 )	$	( 381 )	$	( 345 )	$	( 381 )
Change in unrealized losses included in earnings for derivatives and other financial instruments held as of June 30, 2025	$	( 15 )			$	( 33 )

Derivative and Financial Instruments Fair Value Measurements

The Company's contracts are non-exchange-traded and valued using prices provided by external sources. The Company uses quoted observable forward prices to value its energy-related commodity contracts, which includes long-term power commodity contracts and heat rate call option contracts. To the extent that observable forward prices are not available, the quoted prices reflect the average of the forward prices from the prior year, adjusted for inflation. As of June 30, 2025, contracts valued with prices provided by models and other valuation techniques make up 3 % of derivative assets, 92 % of derivative liabilities and 100 % of other financial instruments.

The Company’s significant positions classified as Level 3 relate to physical and financial energy-related contracts, including long-term power commodity contracts and heat rate call option contracts executed in illiquid markets. The significant unobservable inputs used in developing fair value include illiquid power tenors and location pricing, which is derived by extrapolating pricing as a basis to liquid locations. The tenor pricing and basis spread are based on observable market data when available or derived from historic prices and forward market prices from similar observable markets when not available.

The following table quantifies the significant unobservable inputs used in developing the fair value of the Company’s Level 3 positions:


	June 30, 2025
	Fair Value						Input/Range
	Assets		Liabilities		Valuation Technique	Significant Unobservable Input	Low		High		Weighted Average
	(In millions)
Long-term Power Commodity Contracts	$	—	$	339	Discounted Cash Flow	Forward Market Price ($ per MWh)	$	24.19	$	83.50	$	48.46
Heat Rate Call Option Commodity Contracts	4		17		Option Model	Forward Market Price ($ per MWh)	( 23.53 )		858.30		53.89
					Option Model	Forward Market Price ($ per MMBtu)	1.04		30.96		4.36
Other Financial Instruments	7		—		Discounted Cash Flow	Forecast annual generation levels of certain DG solar facilities	60,047 MWh		120,094 MWh		108,791 MWh

The following table provides the impact on the fair value measurements to increases/(decreases) in significant unobservable inputs as of June 30, 2025:

Type

Significant Unobservable Input

Position

Change In Input

Impact on Fair Value Measurement

Energy-Related Commodity Contracts

Forward Market Price Power

Sell

Increase/(Decrease)

Lower/(Higher)

Energy-Related Commodity Contracts

Forward Market Price Gas

Sell

Increase/(Decrease)

Higher/(Lower)

Other Financial Instruments

Forecast Generation Levels

Sell

Increase/(Decrease)

Higher/(Lower)

The fair value of each contract is discounted using a risk-free interest rate. In addition, a credit reserve is applied to reflect credit risk, which is, for interest rate swaps, calculated based on credit default swaps using the bilateral method. For commodities, to the extent that the Net Exposure under a specific master agreement is an asset, the Company uses the counterparty’s default swap rate. If the Net Exposure under a specific master agreement is a liability, the Company uses a proxy of its own default swap rate. For interest rate swaps and commodities, the credit reserve is added to the discounted fair value to reflect the exit price that a market participant would be willing to receive to assume the liabilities or that a market participant would be willing to pay for the assets. As of June 30, 2025, the non-performance reserve was a $ 19 million gain recorded primarily to total operating revenues in the consolidated statements of operations. It is possible that future market prices could vary from those used in recording assets and liabilities and such variations could be material.

Concentration of Credit Risk

In addition to the credit risk discussion as disclosed under Item 15 — Note 2, Summary of Significant Accounting Policies , to the consolidated financial statements included in the Company’s 2024 Form 10-K, the following item is a discussion of the concentration of credit risk for the Company’s financial instruments. Credit risk relates to the risk of loss resulting from non-performance or non-payment by counterparties pursuant to the terms of their contractual obligations. The Company monitors and manages credit risk through credit policies that include: (i) an established credit approval process; (ii) monitoring of counterparties’ credit limits on an as needed basis; (iii) as applicable, the use of credit mitigation measures such as margin, collateral, prepayment arrangements, or volumetric limits; (iv) the use of payment netting agreements; and (v) the use of master netting agreements that allow for the netting of positive and negative exposures of various contracts associated with a single counterparty. Risks surrounding counterparty performance and credit could ultimately impact the amount and timing of expected cash flows. The Company seeks to mitigate counterparty risk by having a diversified portfolio of counterparties.

Counterparty credit exposure includes credit risk exposure under certain long-term agreements, including solar and other PPAs. As external sources or observable market quotes are not available to estimate such exposure, the Company estimates the exposure related to these contracts based on various techniques including, but not limited to, internal models based on a fundamental analysis of the market and extrapolation of observable market data with similar characteristics. A significant portion of these energy-related commodity contracts are with utilities with strong credit quality and public utility commission or other regulatory support. However, such regulated utility counterparties can be impacted by changes in government regulations or adverse financial conditions, which the Company is unable to predict. Certain subsidiaries of the Company sell the output of their facilities to PG&E, a significant counterparty of the Company, under long-term PPAs, and PG&E’s credit rating is below investment-grade .

Note 6 — Derivative Instruments and Hedging Activities

This footnote should be read in conjunction with the complete description under Item 15 — Note 7, Accounting for Derivative Instruments and Hedging Activities , to the consolidated financial statements included in the Company’s 2024 Form 10-K.

Interest Rate Swaps

The Company enters into interest rate swap agreements in order to hedge the variability of expected future cash interest payments that may arise in connection with its non-recourse debt or a potential refinancing of its Senior Notes. As of June 30, 2025, the Company had interest rate derivative instruments extending through 2033, a portion of which were designated as cash flow hedges. Under the interest rate swap agreements, the Company pays a fixed rate and the counterparties to the agreements pay a variable interest rate.

Energy-Related Commodity Contracts

As of June 30, 2025, the Company had energy-related derivative instruments extending through 2033. At June 30, 2025, these contracts were not designated as cash flow or fair value hedges.

Volumetric Underlying Derivative Transactions

The following table summarizes the net notional volume buy/(sell) of the Company’s open derivative transactions broken out by commodity:


		Total Volume
		June 30, 2025		December 31, 2024
Commodity	Units	(In millions)

Power	MWh	( 29 )		( 25 )
Natural Gas	MMBtu	8		11
Interest	Dollars	$	3,995	$	1,769

Fair Value of Derivative Instruments

The following table summarizes the fair value within the derivative instrument valuation on the consolidated balance sheets:


	Fair Value
	Derivative Assets				Derivative Liabilities
	June 30, 2025		December 31, 2024		June 30, 2025		December 31, 2024
	(In millions)
Derivatives Designated as Cash Flow Hedges:
Interest rate contracts current	$	5	$	5	$	2	$	—
Interest rate contracts long-term	15		22		28		—
Total Derivatives Designated as Cash Flow Hedges	$	20	$	27	$	30	$	—
Derivatives Not Designated as Cash Flow Hedges:
Interest rate contracts current	$	16	$	30	$	—	$	—
Interest rate contracts long-term	94		109		—		—
Energy-related commodity contracts current	4		4		60		56
Energy-related commodity contracts long-term	—		5		296		315
Total Derivatives Not Designated as Cash Flow Hedges	$	114	$	148	$	356	$	371
Total Derivatives	$	134	$	175	$	386	$	371

The Company has elected to present derivative assets and liabilities on the balance sheet on a trade-by-trade basis and does not offset amounts at the counterparty level. As of June 30, 2025 and December 31, 2024, the amount of outstanding collateral paid or received was immaterial. The following tables summarize the offsetting of derivatives by counterparty:


	Gross Amounts Not Offset in the Statement of Financial Position
As of June 30, 2025	Gross Amounts of Recognized Assets/Liabilities		Derivative Instruments		Net Amount
Energy-related commodity contracts	(In millions)
Derivative assets	$	4	$	—	$	4
Derivative liabilities	( 356 )		—		( 356 )
Total energy-related commodity contracts	$	( 352 )	$	—	$	( 352 )
Interest rate contracts
Derivative assets	$	130	$	—	$	130
Derivative liabilities	( 30 )		—		( 30 )
Total interest rate contracts	$	100	$	—	$	100
Total derivative instruments	$	( 252 )	$	—	$	( 252 )


	Gross Amounts Not Offset in the Statement of Financial Position
As of December 31, 2024	Gross Amounts of Recognized Assets/Liabilities		Derivative Instruments		Net Amount
Energy-related commodity contracts	(In millions)
Derivative assets	$	9	$	—	$	9
Derivative liabilities	( 371 )		—		( 371 )
Total energy-related commodity contracts	$	( 362 )	$	—	$	( 362 )
Interest rate contracts
Derivative assets	$	166	$	—	$	166

Total interest rate contracts	$	166	$	—	$	166
Total derivative instruments	$	( 196 )	$	—	$	( 196 )

Accumulated Other Comprehensive Income (Loss)

The following table summarizes the effects on the Company’s accumulated OCI (OCL) balance attributable to interest rate swaps designated as cash flow hedge derivatives, net of tax:


	Three months ended June 30,				Six months ended June 30,
	2025		2024		2025		2024
	(In millions)
Accumulated OCI beginning balance	$	5	$	17	$	14	$	18
Rosamond South I Drop Down (a)	—		—		( 4 )		—
Daggett 1 Drop Down (b)	( 6 )		—		( 6 )		—
Luna Valley Drop Down (c)	( 8 )		—		( 8 )		—
Pine Forest Drop Down (d)	5		—		5		—
Reclassified from accumulated OCI to income due to realization of previously deferred amounts	—		( 1 )		—		( 2 )

Mark-to-market of cash flow hedge accounting contracts	( 13 )		2		( 18 )		2
Accumulated (OCL) OCI ending balance, net of income tax (benefit) expense of $( 4 ) and $ 2 , respectively	( 17 )		18		( 17 )		18
Accumulated (OCL) OCI attributable to noncontrolling interests	( 7 )		13		( 7 )		13
Accumulated (OCL) OCI attributable to Clearway Energy, Inc.	$	( 10 )	$	5	$	( 10 )	$	5
Gains expected to be realized from OCL during the next 12 months	$	1			$	1

(a) Represents $ 1 million attributable to the Company and $ 3 million attributable to noncontrolling interests.

(b) Represents $ 4 million attributable to the Company and $ 2 million attributable to noncontrolling interests.

(d) Represents $ 3 million attributable to the Company and $ 2 million attributable to noncontrolling interests.

Amounts reclassified from accumulated OCI into income are recorded to interest expense.

Impact of Derivative Instruments on the Consolidated Statements of Operations

Mark-to-market gains/(losses) related to the Company’s derivatives are recorded in the consolidated statements of operations as follows:


	Three months ended June 30,				Six months ended June 30,
	2025		2024		2025		2024
	(In millions)
Interest Rate Contracts (Interest expense)	$	2	$	1	$	( 32 )	$	24
Energy-Related Commodity Contracts (Mark-to-market for economic hedging activities included in Total operating revenues) (a)	( 10 )		( 38 )		( 21 )		( 61 )
Energy-Related Commodity Contracts (Mark-to-market for economic hedging activities included in Cost of operations) (b)	—		( 1 )		—		( 3 )

(a) Relates to long-term energy related commodity contracts at Elbow Creek, Mesquite Star, Mt. Storm, Langford and Mesquite Sky and heat rate call option energy-related commodity contracts at El Segundo, Marsh Landing and Walnut Creek.

(b) Relates to long-term backbone transportation service energy-related commodity contracts at El Segundo and Walnut Creek.

See Note 5, Fair Value of Financial Instruments , for a discussion regarding concentration of credit risk.

Note 7 — Long-term Debt

This note should be read in conjunction with the complete description under Item 15 — Note 10, Long-term Debt, to the consolidated financial statements included in the Company’s 2024 Form 10-K. The Company’s borrowings, including short-term and long-term portions, consisted of the following:


	Maturity Date	June 30, 2025		December 31, 2024		Interest Rate (a)
		(In millions)
Senior Notes	2028-2032	$	2,125	$	2,125	3.750 % - 4.750 %
Clearway Energy LLC and Clearway Energy Operating LLC Revolving Credit Facility (b) (c)	2028	112		—		S+ 1.500 %
Non-recourse facility-level debt:
Fixed rate	2031-2040	3,105		3,190		2.339 % - 8.000 %
Variable rate	2025-2033	3,438		1,920		S+ 1.250 % - 2.775 %
Total debt		8,780		7,235
Less current maturities		( 460 )		( 430 )
Less net debt issuance costs		( 71 )		( 57 )
Add premiums (d)		2		2
Total long-term debt		$	8,251	$	6,750

(a) As of June 30, 2025, S+ equals SOFR plus x%.

(b) Applicable rate is determined by the borrower leverage ratio, as defined in the credit agreement.

(d) Premiums relate to the 2028 Senior Notes.

As of June 30, 2025, the Company had $ 1,037 million in letters of credit outstanding, $ 76 million of which is related to the Company’s revolving credit facility.

The financing arrangements listed above contain certain covenants, including financial covenants that the Company is required to be in compliance with during the term of the respective arrangement. As of June 30, 2025, the Company was in compliance with all of the required covenants.

The discussion below describes material changes to or additions of long-term debt for the six months ended June 30, 2025.

Facility-level Debt

Pine Forest

On June 10, 2025, as part of the acquisition of Pine Forest, as further described in Note 3, Acquisitions , the Company assumed the facility’s financing agreement, which included a $ 103 million construction loan that converts to a term loan when the facility reaches substantial completion, which is expected to occur in the second half of 2025, a $ 102 million cash equity bridge loan, a $ 41 million tax equity bridge loan and a $ 275 million tax credit transfer bridge loan, offset by $ 6 million in unamortized debt issuance costs. A partial payment of $ 54 million was made on the cash equity bridge loan at acquisition date utilizing all of the proceeds from the Company, which were contributed back to the Company by CEG, and the cash equity investor related to the Pine Forest TargetCo acquisition. The tax equity bridge loan, tax credit transfer bridge loan and remaining cash equity bridge loan will be repaid with the final proceeds contributed by Pine Forest TE Class A, an indirect subsidiary of the Company, as well as the Company’s and the third-party cash equity investor’s additional purchase price upon Pine Forest reaching substantial completion, along with the $ 9 million that was contributed into escrow by Pine Forest TE Class A, which is included in restricted cash on the Company’s consolidated balance sheet. Subsequent to the acquisition, the Company borrowed an additional $ 14 million in cash equity bridge loans through June 30, 2025.

Dan’s Mountain

On May 21, 2025, when the Dan’s Mountain facility reached substantial completion, the Company paid $ 36 million to Clearway Renew as additional purchase price in connection with the Company’s acquisition of the Class A membership interests in Dan’s Mountain TargetCo LLC, or Dan’s Mountain TargetCo, on November 18, 2024, which was funded with existing sources of liquidity. The Company’s additional purchase price was recorded as an adjustment to CEG’s noncontrolling interest balance. Also on May 21, 2025, a third-party cash equity investor contributed $ 45 million to acquire the Class B membership interests in Dan’s Mountain TargetCo from Clearway Renew and the tax equity investor contributed an additional $ 90 million. The Company utilized the combined proceeds from the cash equity and tax equity investors, along with the Company’s entire additional purchase price, which was contributed back to the Company by CEG, and the $ 18 million previously held in escrow, to repay the $ 91 million tax equity bridge loan, to repay the $ 70 million cash equity bridge loan and to pay $ 2 million in associated fees with the remaining $ 26 million distributed to CEG. Prior to substantial completion being reached, the Company borrowed an additional $ 18 million in tax equity bridge loans during 2025. The Company’s total capital investment in Dan’s Mountain was $ 43 million.

Luna Valley

On April 29, 2025, as part of the acquisition of Luna Valley, as further described in Note 3, Acquisitions , the Company assumed the facility’s financing agreement, which included a $ 144 million construction loan that converts to a term loan when the facility reaches substantial completion, which is expected to occur in the second half of 2025, a $ 64 million cash equity bridge loan and a $ 144 million tax equity bridge loan, offset by $ 4 million in unamortized debt issuance costs. A partial payment of $ 18 million was made on the cash equity bridge loan at acquisition date utilizing all of the proceeds from the Company, which were contributed back to the Company by CEG. The tax equity bridge loan and remaining cash equity bridge loan will be repaid with the final proceeds received from the tax equity investor and the Company’s additional purchase price upon Luna Valley reaching substantial completion, along with the $ 29 million that was contributed into escrow by the tax equity investor at acquisition date, which is included in restricted cash on the Company’s consolidated balance sheet. Subsequent to the acquisition, the Company borrowed an additional $ 17 million in construction loans through June 30, 2025.

Daggett 1

On April 29, 2025, as part of the acquisition of Daggett 1, as further described in Note 3, Acquisitions , the Company assumed the facility’s financing agreement, which included a $ 92 million construction loan that converts to a term loan when the facility reaches substantial completion, which is expected to occur in the second half of 2025, and a $ 131 million tax equity bridge loan, offset by $ 3 million in unamortized debt issuance costs. The tax equity bridge loan will be repaid upon Daggett 1 reaching substantial completion with the final proceeds received from the tax equity investor, as well as the Company’s additional purchase price, along with the $ 38 million that was contributed into escrow by the tax equity investor and the Company at acquisition date, which is included in restricted cash on the Company’s consolidated balance sheet. Subsequent to the acquisition, the Company borrowed an additional $ 7 million in construction loans through June 30, 2025.

Tuolumne

On April 29, 2025, in order to partially fund the third-party acquisition of the Tuolumne wind facility, as further described in Note 3, Acquisitions , the Company entered into a financing agreement, which included the issuance of a $ 163 million term loan, as well as $ 22 million in letters of credit in support of debt service and facility obligations, supported by the Company’s interests in the Tuolumne wind facility. The term loan bears interest at a rate of SOFR plus 1.625 % per annum and matures on April 29, 2030.

Buckthorn Solar

On April 9, 2025, the Company, through its indirect subsidiary, Buckthorn Solar Portfolio LLC, refinanced its existing credit agreement, which was scheduled to mature in May 2025, resulting in the issuance of a $ 104 million term loan facility, as well as $ 22 million in letters of credit in support of debt service and facility obligations, supported by the Company’s interests in the Buckthorn Solar facility. The term loan bears interest at a rate of SOFR plus 1.625 % per annum and matures on April 9, 2031. The Company utilized the proceeds from the term loan and existing sources of liquidity to pay off the existing debt in the amount of $ 112 million.

Rosamond South I

On March 20, 2025, as part of the acquisition of Rosamond South I, as further described in Note 3, Acquisitions , the Company assumed the facility’s financing agreement, which included a $ 179 million construction loan that converts to a term loan when the facility reaches substantial completion, which is expected to occur in the second half of 2025, a $ 6 million cash equity bridge loan and a $ 284 million tax equity bridge loan, offset by $ 1 million in unamortized debt issuance costs. The cash equity bridge loan was repaid at acquisition date, along with $ 3 million in associated fees, utilizing $ 2 million from the third-party cash equity investor, as well as all of the proceeds from the Company, which were contributed back to the Company by CEG, and an additional $ 3 million contributed by CEG. The tax equity bridge loan will be repaid upon Rosamond South I reaching substantial completion with the final proceeds received from the tax equity investor, as well as the Company’s and the third-party cash equity investor’s additional purchase price, along with the $ 58 million that was contributed into escrow by the tax equity investor at acquisition date, which is included in restricted cash on the Company’s consolidated balance sheet. Subsequent to the acquisition, the Company borrowed an additional $ 35 million in construction loans through June 30, 2025.

Note 8 — Earnings Per Share

Basic earnings per common share is computed by dividing net income (loss) by the weighted average number of common shares outstanding. Shares issued during the year are weighted for the portion of the year that they were outstanding. Diluted earnings per share is computed in a manner consistent with that of basic earnings per share while giving effect to all potentially dilutive common shares that were outstanding during the period.

The reconciliation of the Company’s basic and diluted earnings per share is shown in the following table:


	Three months ended June 30,
	2025				2024
(In millions, except per share data) (a)	Common Class A		Common Class C		Common Class A		Common Class C
Basic and diluted earnings per share attributable to Clearway Energy, Inc. common stockholders
Net income attributable to Clearway Energy, Inc.	$	10	$	23	$	15	$	36
Weighted average number of common shares outstanding — basic and diluted	35		83		35		82
Earnings per weighted average common share — basic and diluted	$	0.28	$	0.28	$	0.43	$	0.43

(a) Net income attributable to Clearway Energy, Inc. and basic and diluted earnings per share might not recalculate due to presenting amounts in millions rather than whole dollars.


	Six months ended June 30,
	2025				2024
(In millions, except per share data) (a)	Common Class A		Common Class C		Common Class A		Common Class C
Basic and diluted earnings per share attributable to Clearway Energy, Inc. common stockholders
Net income attributable to Clearway Energy, Inc.	$	11	$	26	$	14	$	35
Weighted average number of common shares outstanding — basic and diluted	35		83		35		82
Earnings per weighted average common share — basic and diluted	$	0.31	$	0.31	$	0.41	$	0.41

(a) Net income attributable to Clearway Energy, Inc. and basic and diluted earnings per share might not recalculate due to presenting amounts in millions rather than whole dollars.

Note 9 — Segment Reporting

The Company’s segment structure reflects how management currently operates and allocates resources. The Company’s businesses are segregated based on Flexible Generation and Renewables & Storage businesses, which consist of solar, wind and battery energy storage system, or BESS, facilities. The Corporate segment reflects the Company’s corporate costs and includes eliminating entries. The Company’s chief operating decision maker, its Chief Executive Officer, evaluates the performance of its segments based on net income (loss). The Company’s Chief Executive Officer reviews net income (loss) and its components on a monthly and quarterly basis to evaluate the performance of each segment and to determine how to allocate resources.


	Three months ended June 30, 2025
(In millions)	Flexible Generation		Renewables & Storage		Corporate (a)		Total
Operating revenues	$	50	$	342	$	—	$	392
Cost of operations, exclusive of depreciation, amortization and accretion shown separately below	24		107		—		131
Depreciation, amortization and accretion	28		135		—		163
General and administrative	—		—		11		11
Transaction and integration costs	—		—		2		2
Operating (loss) income	( 2 )		100		( 13 )		85
Equity in earnings of unconsolidated affiliates	—		7		—		7
Other income, net	1		6		1		8

Interest expense	( 10 )		( 50 )		( 23 )		( 83 )
(Loss) income before income taxes	( 11 )		63		( 35 )		17
Income tax expense	—		—		5		5
Net (Loss) Income	( 11 )		63		( 40 )		12
Less: Net (loss) income attributable to noncontrolling interests and redeemable noncontrolling interests	—		( 50 )		29		( 21 )
Net (Loss) Income Attributable to Clearway Energy, Inc.	$	( 11 )	$	113	$	( 69 )	$	33
Balance Sheet
Equity investments in affiliates	$	73	$	224	$	—	$	297
Capital expenditures (b)	—		51		—		51
Total Assets	$	1,879	$	14,083	$	71	$	16,033

(a) Includes eliminations.

(b) Includes accruals.


	Three months ended June 30, 2024
(In millions)	Flexible Generation		Renewables & Storage		Corporate (a)		Total
Operating revenues	$	69	$	297	$	—	$	366
Cost of operations, exclusive of depreciation, amortization and accretion shown separately below	26		91		—		117
Depreciation, amortization and accretion	27		126		—		153

General and administrative	—		—		9		9
Transaction and integration costs	—		—		3		3
Operating income (loss)	16		80		( 12 )		84
Equity in earnings of unconsolidated affiliates	—		8		—		8
Other income, net	2		7		3		12
Loss on debt extinguishment	—		( 2 )		—		( 2 )
Interest expense	( 9 )		( 55 )		( 24 )		( 88 )
Income (loss) before income taxes	9		38		( 33 )		14
Income tax expense	—		—		10		10
Net Income (Loss)	9		38		( 43 )		4
Less: Net (loss) income attributable to noncontrolling interests and redeemable noncontrolling interests	—		( 92 )		45		( 47 )
Net Income (Loss) Attributable to Clearway Energy, Inc.	$	9	$	130	$	( 88 )	$	51
Balance Sheet
Equity investments in affiliates	$	77	$	244	$	—	$	321
Capital expenditures (b)	3		25		—		28

(a) Includes eliminations.

(b) Includes accruals.


	Six months ended June 30, 2025
(In millions)	Flexible Generation		Renewables & Storage		Corporate (a)		Total
Operating revenues	$	118	$	572	$	—	$	690
Cost of operations, exclusive of depreciation, amortization and accretion shown separately below	55		198		—		253
Depreciation, amortization and accretion	56		270		—		326

General and administrative	—		—		21		21
Transaction and integration costs	—		—		5		5
Operating income (loss)	7		104		( 26 )		85
Equity in earnings of unconsolidated affiliates	—		12		—		12
Other income, net	2		11		2		15

Interest expense	( 18 )		( 134 )		( 47 )		( 199 )
Loss before income taxes	( 9 )		( 7 )		( 71 )		( 87 )
Income tax expense	—		—		5		5
Net Loss	( 9 )		( 7 )		( 76 )		( 92 )
Less: Net (loss) income attributable to noncontrolling interests and redeemable noncontrolling interests	—		( 161 )		32		( 129 )
Net (Loss) Income Attributable to Clearway Energy, Inc.	$	( 9 )	$	154	$	( 108 )	$	37
Balance Sheet

Capital expenditures (b)	$	2	$	87	$	—	$	89

(a) Includes eliminations.

(b) Includes accruals.


	Six months ended June 30, 2024
(In millions)	Flexible Generation		Renewables & Storage		Corporate (a)		Total
Operating revenues	$	164	$	465	$	—	$	629
Cost of operations, exclusive of depreciation, amortization and accretion shown separately below	68		176		( 1 )		243
Depreciation, amortization and accretion	59		248		—		307

General and administrative	—		—		20		20
Transaction and integration costs	—		—		4		4
Operating income (loss)	37		41		( 23 )		55
Equity in earnings of unconsolidated affiliates	1		19		—		20
Other income, net	3		17		8		28
Loss on debt extinguishment	—		( 3 )		—		( 3 )
Interest expense	( 16 )		( 80 )		( 49 )		( 145 )
Income (loss) before income taxes	25		( 6 )		( 64 )		( 45 )
Income tax benefit	—		—		( 3 )		( 3 )
Net Income (Loss)	25		( 6 )		( 61 )		( 42 )
Less: Net (loss) income attributable to noncontrolling interests and redeemable noncontrolling interests	—		( 125 )		34		( 91 )
Net Income (Loss) Attributable to Clearway Energy, Inc.	$	25	$	119	$	( 95 )	$	49
Balance Sheet

Capital expenditures (b)	$	6	$	105	$	—	$	111

(a) Includes eliminations.

(b) Includes accruals

Note 10 — Income Taxes

Effective Tax Rate

The income tax provision consisted of the following amounts:


	Three months ended June 30,						Six months ended June 30,
	2025			2024			2025			2024
	(In millions, except percentages)
Income (loss) before income taxes	$	17		$	14		$	( 87 )		$	( 45 )
Income tax expense (benefit)	5			10			5			( 3 )
Effective income tax rate	29.4		%	71.4		%	( 5.7 )		%	6.7		%

For the three and six months ended June 30, 2025 and 2024, the overall effective tax rate was different than the statutory rate of 21% primarily due to the allocation of taxable earnings and losses based on the partners’ interest in Clearway Energy LLC, which includes the effects of applying the HLBV method of accounting for book purposes for certain partnerships.

For tax purposes, Clearway Energy LLC is treated as a partnership; therefore, the Company and CEG each record their respective share of taxable income or loss.

Note 11 — Related Party Transactions

In addition to the transactions and relationships described elsewhere in the notes to the consolidated financial statements, certain subsidiaries of CEG provide services to the Company and its operating subsidiaries. Amounts due to CEG subsidiaries are recorded as accounts payable — affiliates and amounts due to the Company from CEG subsidiaries are recorded as accounts receivable — affiliates in the Company’s consolidated balance sheets. The disclosures below summarize the Company’s material related party transactions with CEG and its subsidiaries that are included in the Company’s operating costs. This footnote should be read in conjunction with the complete description under Item 15 — Note 15, Related Party Transactions , to the consolidated financial statements included in the Company’s 2024 Form 10-K.

O&M Services Agreements by and between the Company and Clearway Renewable Operation & Maintenance LLC

Various subsidiaries of the Company in the Renewables & Storage segment are party to services agreements with Clearway Renewable Operation & Maintenance LLC, or RENOM, a wholly-owned subsidiary of CEG, which provides operation and maintenance, or O&M, services to these subsidiaries. The Company incurred total expenses for these services of $ 20 million and $ 18 million for the three months ended June 30, 2025 and 2024, respectively. The Company incurred total expenses for these services of $ 41 million and $ 37 million for the six months ended June 30, 2025 and 2024, respectively. Expenses for these services are included in cost of operations in the consolidated statements of operations. There was a balance of $ 9 million and $ 12 million due to RENOM as of June 30, 2025 and December 31, 2024, respectively.

Administrative Services Agreements by and between the Company and CEG

Various subsidiaries of the Company are parties to services agreements with Clearway Asset Services LLC and Clearway Solar Asset Management LLC, two wholly-owned subsidiaries of CEG, which provide various administrative services to the Company's subsidiaries. The Company incurred expenses under these agreements of $ 6 million for each of the three months ended June 30, 2025 and 2024. The Company incurred expenses under these agreements of $ 11 million and $ 12 million for the six months ended June 30, 2025 and 2024, respectively. Expenses for these services are included in cost of operations in the consolidated statements of operations. There was a balance of $ 3 million due to CEG as of both June 30, 2025 and December 31, 2024.

CEG Master Services Agreement

The Company, along with certain of its subsidiaries, is a party to the CEG Master Services Agreement, pursuant to which CEG and certain of its affiliates or third-party service providers provide certain services to the Company. These services include operational and administrative services, including human resources, information systems, cybersecurity, external affairs, accounting, procurement and risk management services, and, effective January 1, 2025, internal audit, tax, legal and treasury services, in exchange for the payment of fees in respect of such services. Until January 1, 2025, the Company provided certain services to CEG under a separate Master Services Agreement, including accounting, internal audit, tax and treasury services, in exchange for the payment of fees in respect of such services. In addition, effective January 1, 2025, the Company directly bears all labor costs for certain employees of CEG who perform work on behalf of the Company.

The Company incurred net expenses under these agreements of $ 6 million and $ 2 million for the three months ended June 30, 2025 and 2024, respectively. The Company incurred net expenses under these agreements of $ 12 million and $ 3 million for the six months ended June 30, 2025 and 2024, respectively. Expenses for these services are included in cost of operations in the consolidated statements of operations. There was a balance of zero and $ 5 million due to CEG as of June 30, 2025 and December 31, 2024, respectively.

ITEM 2 — Management’s Discussion and Analysis of Financial Condition and the Results of Operations

The following discussion analyzes the Company’s historical financial condition and results of operations.

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 June 30, 2025 and 2024. Also refer to the Company’s 2024 Form 10-K, which includes detailed discussions of various items impacting the Company’s business, results of operations and financial condition.

The discussion and analysis below has been organized as follows:

• Executive Summary, including a description of the business and significant events that are important to understanding the results of operations and financial condition;

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

• Financial condition addressing liquidity position, sources and uses of cash, capital resources and requirements, commitments and off-balance sheet arrangements;

• Known trends that may affect the Company’s results of operations and financial condition in the future; and

• Critical accounting policies which are most important to both the portrayal of the Company’s financial condition and results of operations, and which require management’s most difficult, subjective or complex judgment.

Executive Summary

Introduction and Overview

As of June 30, 2025, the Company’s operating assets are comprised of the following facilities:


			Capacity
	Percentage		Rated	Net	Contract
Facilities	Ownership		MW	MW (a)	Counterparty	Expiration
Flexible Generation
Carlsbad	100	%	527	527	SDG&E	2038
El Segundo	100	%	546	546	Various	2027 - 2029
GenConn Devon	50	%	190	95	Connecticut Light & Power	2040
GenConn Middletown	50	%	190	95	Connecticut Light & Power	2041
Marsh Landing	100	%	820	820	Various	2026 - 2030
Walnut Creek	100	%	501	501	Various	2026 - 2027
Total Flexible Generation			2,774	2,584
Utility Scale Solar
Agua Caliente	51	%	290	148	PG&E	2039
Alpine	100	%	66	66	PG&E	2033
Arica (b)	40	%	263	105	Various	2026 - 2041
Avenal	50	%	45	23	PG&E	2031
Avra Valley	100	%	27	27	Tucson Electric Power	2032
Blythe	100	%	21	21	SCE	2029
Borrego	100	%	26	26	SDG&E	2038
Buckthorn Solar (b)	100	%	150	150	City of Georgetown, TX	2043
CVSR	100	%	250	250	PG&E	2038
Daggett 2 (b)	25	%	182	46	Various	2038
Daggett 3 (b)	25	%	300	75	Various	2033 - 2038
Desert Sunlight 250	25	%	250	63	SCE	2034
Desert Sunlight 300	25	%	300	75	PG&E	2039
Enterprise	100	%	80	80	PacifiCorp	2036
Escalante I	100	%	80	80	PacifiCorp	2036
Escalante II	100	%	80	80	PacifiCorp	2036
Escalante III	100	%	80	80	PacifiCorp	2036
Granite Mountain East	100	%	80	80	PacifiCorp	2036
Granite Mountain West	100	%	50	50	PacifiCorp	2036
Iron Springs	100	%	80	80	PacifiCorp	2036
Kansas South	100	%	20	20	PG&E	2033

Mililani I (b)	50	%	39	20	Hawaiian Electric Company	2042
Oahu Solar (b)	100	%	61	61	Hawaiian Electric Company	2041
Roadrunner	100	%	20	20	El Paso Electric	2031


			Capacity
	Percentage		Rated	Net	Contract
Facilities	Ownership		MW	MW (a)	Counterparty	Expiration
Rosamond Central (b)	50	%	192	96	Various	2035 - 2047
TA High Desert	100	%	20	20	SCE	2033
Texas Solar Nova 1 (b)	50	%	252	126	Verizon	2042
Texas Solar Nova 2 (b)	50	%	200	100	Verizon	2042
Victory Pass (b)	40	%	200	80	Various	2039
Waiawa (b)	50	%	36	18	Hawaiian Electric Company	2043
Total Utility Scale Solar			3,740	2,166
Utility Scale BESS
Arica (b)	40	%	136	54	Various	2039 - 2041

Daggett 2 (b)	25	%	131	33	Various	2038
Daggett 3 (b)	25	%	149	37	Various	2033 - 2038
Mililani I (b)	50	%	39	20	Hawaiian Electric Company	2042
Rosamond Central (b)	50	%	147	74	SCE	2039
Victory Pass (b)	40	%	50	20	Various	2039
Waiawa (b)	50	%	36	18	Hawaiian Electric Company	2043
Total Utility Scale BESS			688	256
Distributed Solar
DGPV Funds (b)	100	%	286	286	Various	2030 - 2044
Solar Power Partners (SPP)	100	%	24	24	Various	2026 - 2037
Other DG Facilities	100	%	20	20	Various	2025 - 2039
Total Distributed Solar			330	330
Wind
Alta I	100	%	150	150	SCE	2035
Alta II	100	%	150	150	SCE	2035
Alta III	100	%	150	150	SCE	2035
Alta IV	100	%	102	102	SCE	2035
Alta V	100	%	168	168	SCE	2035
Alta X	100	%	137	137	SCE	2038
Alta XI	100	%	90	90	SCE	2038
Black Rock (b)	50	%	115	58	Toyota and Google	2036
Broken Bow	100	%	80	80	Nebraska Public Power District	2032
Buffalo Bear	100	%	19	19	Western Farmers Electric Co-operative	2033
Cedar Creek (b)	100	%	160	160	PacifiCorp	2049
Cedro Hill (b)	100	%	160	160	CPS Energy	2045
Crofton Bluffs	100	%	42	42	Nebraska Public Power District	2032
Dan’s Mountain (b)	50	%	55	28	Constellation Energy Generation	2034
Elbow Creek (b)	100	%	122	122	Various	2029
Elkhorn Ridge	66.7	%	81	54	Nebraska Public Power District	2029
Forward	100	%	29	29	Constellation NewEnergy, Inc.	2025
Goat Wind	100	%	150	150	Dow Pipeline Company	2026
Langford (b)	100	%	160	160	Goldman Sachs	2033
Laredo Ridge	100	%	81	81	Nebraska Public Power District	2031
Lookout	100	%	38	38	Southern Maryland Electric Cooperative	2030
Mesquite Sky (b)	50	%	340	170	Various	2033 - 2036
Mesquite Star (b)	50	%	419	210	Various	2032 - 2035
Mountain Wind 1	100	%	61	61	PacifiCorp	2033
Mountain Wind 2	100	%	80	80	PacifiCorp	2033


			Capacity
	Percentage		Rated	Net	Contract
Facilities	Ownership		MW	MW (a)	Counterparty	Expiration
Mt. Storm	100	%	264	264	Citigroup	2031
Ocotillo	100	%	55	55	N/A
Pinnacle (b)	100	%	54	54	Maryland Department of General Services and University System of Maryland	2031
Rattlesnake (b) (c)	100	%	160	160	Avista Corporation	2040
San Juan Mesa	75	%	120	90	Southwestern Public Service Company	2026
Sleeping Bear	100	%	95	95	Public Service Company of Oklahoma	2032
South Trent	100	%	101	101	AEP Energy Partners	2029
Spanish Fork	100	%	19	19	PacifiCorp	2028
Spring Canyon II	90.1	%	34	31	Platte River Power Authority	2039
Spring Canyon III	90.1	%	29	26	Platte River Power Authority	2039
Taloga	100	%	130	130	Oklahoma Gas & Electric	2031
Tuolumne	100	%	137	137	Turlock Irrigation District	2040
Wildorado (b)	100	%	161	161	Southwestern Public Service Company	2030
Total Wind			4,498	3,972
Total Clearway Energy, Inc.			12,030	9,308

(a) 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 June 30, 2025.

(b) Facilities are part of tax equity arrangements, as further described in Note 4, Investments Accounted for by the Equity Method and Variable Interest Entities .

Significant Events

Third-Party Acquisitions

• On July 16, 2025, the Company, through its indirect subsidiary, Catalina Solar Investment LLC, acquired Catalina Solar Lessee Holdco LLC, which leases and operates the Catalina solar facility, from a third-party for approximately $127 million. The Company estimates that its net capital investment in Catalina will be $125 million after factoring in cash acquired and estimated transaction expenses. See Note 3, Acquisitions , for further discussion of the transaction.

• On April 29, 2025, the Company, through its indirect subsidiary, Washington Wind LLC, acquired the Tuolumne wind facility from an investment-grade regulated entity for approximately $210 million, which excludes $1 million in transaction expenses incurred in connection with the acquisition during the six months ended June 30, 2025 . The Company’s net capital investment in Tuolumne was $59 million, and the acquisition was also funded through the issuance of a $163 million term loan. See Note 3, Acquisitions , and Note 7, Long-term Debt , for further discussion of the transactions.

Drop Down Transactions

• On June 10, 2025, the Company, through its indirect subsidiary, Pine Forest CE Class A Owner LLC, acquired the Class A membership interests in Pine Forest TargetCo, a partnership and the indirect owner of the Pine Forest solar and BESS facility, from Clearway Renew for initial cash consideration of $18 million. Simultaneously, a third-party cash equity investor acquired the Class B membership interests in Pine Forest TargetCo from Clearway Renew for initial cash consideration of $36 million. Also on June 10, 2025, the Company, through its indirect subsidiary, Pine Forest TE Class A, contributed $9 million to acquire the Class A membership interests in Pine Forest TE HoldCo LLC. At substantial completion, which is expected to occur in the second half of 2025, the Company estimates it will pay an additional $72 million to Clearway Renew for its Class A membership interests in Pine Forest TargetCo and will contribute an additional $37 million for its Class A membership interests in Pine Forest TE HoldCo LLC. In addition, the third-party cash equity investor in Pine Forest TargetCo is expected to contribute an additional $144 million. The Company estimates that its total capital investment in Pine Forest TargetCo will be $136 million, excluding the impact of any closing adjustments noted in the purchase agreement. See Note 3, Acquisitions , for further discussion of the transaction.

• On April 29, 2025, the Company, through its indirect subsidiary, LV-Daggett Parent Holdco LLC, acquired Luna Valley Class B , the indirect owner of the Luna Valley solar facility, from Clearway Renew for initial cash consideration of $18 million. At substantial completion, which is expected to occur in the second half of 2025, the Company estimates it will pay an additional $72 million to Clearway Renew. The Company estimates that its total capital investment in Luna Valley Class B will be $90 million, excluding the impact of any closing adjustments noted in the purchase agreement. See Note 3, Acquisitions , for further discussion of the transaction.

• On April 29, 2025, the Company, through its indirect subsidiary, LV-Daggett Parent Holdco LLC, acquired Daggett 1 Class B, the indirect owner of the Daggett 1 BESS facility, from Clearway Renew for initial cash consideration of $11 million. At substantial completion, which is expected to occur in the second half of 2025, the Company estimates it will pay an additional $42 million to Clearway Renew. The Company estimates that its total capital investment in Daggett 1 Class B will be $53 million, excluding the impact of any closing adjustments noted in the purchase agreement. See Note 3, Acquisitions , for further discussion of the transaction.

• On March 20, 2025, the Company, through its indirect subsidiary, Rosamond South Investment LLC, acquired the Class A membership interests in Rosie South TargetCo, a partnership and the indirect owner of the Rosamond South I solar and BESS facility, from Clearway Renew for initial cash consideration of $4 million. Simultaneously, a third-party cash equity investor acquired the Class B membership interests in Rosie South TargetCo from Clearway Renew for initial cash consideration of $10 million. At substantial completion, which is expected to occur in the second half of 2025, the Company estimates it will pay an additional $17 million to Clearway Renew and the third-party cash equity investor will contribute an additional $41 million. The Company estimates that its total capital investment in Rosie South TargetCo will be $21 million, excluding the impact of any closing adjustments noted in the purchase agreement. See Note 3, Acquisitions , for further discussion of the transaction.

• On February 12, 2025, the Company, through an indirect subsidiary, entered into an agreement with Clearway Renew to sell its membership interests in Mt. Storm, a 264 MW wind facility that is located in Grant County, West Virginia, for $121 million in cash consideration in order for Clearway Renew to repower the facility, which will occur in two phases. The consummation of the transaction is subject to customary conditions and third-party approvals and is expected in the second half of 2025. Additionally, the agreement contains an exclusive option for the Company to purchase the Class B membership interests in the tax equity fund that, upon mechanical completion of the first phase of the repowering of the facility, will own Mt. Storm. Mechanical completion of the first phase of the Mt. Storm repowering is expected to occur in the second half of 2026 with the second phase of the repowering expected to occur in the second half of 2027. The repowering of the facility is expected to increase the facility’s capacity to 335 MW. Upon achieving repowering commercial operations, which is expected to occur in 2027, the facility will sell power to Microsoft under a 20-year PPA. On May 1, 2025, the Company bought down a portion of Mt. Storm’s current contract to sell power to a counterparty through a hedge agreement and paid approximately $35 million to the hedge counterparty to reduce the contract by approximately 50%. On July 22, 2025, the Company paid approximately $39 million to the hedge counterparty to buy out the remaining contract.

RA Agreements

• 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 2025 Drop Downs of Rosamond South I, Luna Valley, Daggett 1 and Pine Forest, the Company assumed non-recourse facility-level debt. See Note 7, Long-term Debt , for further discussion of the non-recourse facility-level debt associated with each facility.

• On May 21, 2025, when the Dan’s Mountain wind facility reached substantial completion, the Company paid $36 million to Clearway Renew as additional purchase price in connection with the Company’s acquisition of the Class A membership interests in Dan’s Mountain TargetCo on November 18, 2024. Also, on May 21, 2025, a third-party cash equity investor contributed $45 million to acquire the Class B membership interests in Dan’s Mountain TargetCo from Clearway Renew and the tax equity investor contributed an additional $90 million. The Company utilized the combined proceeds to repay the cash equity bridge loan, to repay the tax equity bridge loan and to pay associated fees with the remaining proceeds distributed to CEG. The Company’s total capital investment in Dan’s Mountain was $43 million. See Note 7, Long-term Debt, for further discussion of the transaction.

• On April 29, 2025, in order to partially fund the third-party acquisition of the Tuolumne wind facility, the Company entered into a financing agreement, which included the issuance of a $163 million term loan, as well as $22 million in letters of credit in support of debt service and facility obligations. See Note 7, Long-term Debt, for further discussion of the financing agreement.

• On April 9, 2025, the Company, through its indirect subsidiary, Buckthorn Solar Portfolio LLC, refinanced its credit agreement, which was scheduled to mature in May 2025, resulting in the issuance of a $104 million term loan facility, as well as $22 million in letters of credit in support of debt service and facility obligations. The Company utilized the proceeds from the term loan and existing sources of liquidity to pay off the existing debt. See Note 7, Long-term Debt , for further discussion of the refinanced credit agreement.

Environmental Matters

The Company is subject to a wide range of environmental laws during the development, construction, ownership and operation of facilities. These existing and future laws generally require that governmental permits and approvals be obtained before construction and maintained during operation of facilities. The Company is obligated to comply with all environmental laws and regulations applicable within each jurisdiction and required to implement environmental programs and procedures to monitor and control risks associated with the construction, operation and decommissioning of regulated or permitted energy assets. Federal, state and local environmental laws have historically become more stringent over time, although this trend could change in the future.

The Company’s environmental matters are further described in the Company’s 2024 Form 10-K in Item 1, Business — Environmental Matters and Item 1A, Risk Factors .

Regulatory Matters

The following disclosures about the Company’s regulatory matters provide an update to, and should be read in conjunction with, Item 1, Business — Regulatory Matters and Item 1A, Risk Factors , of the Company’s 2024 Form 10-K .

On March 6, 2024, the SEC adopted a new set of rules that would require a wide range of climate-related disclosures, including material climate-related risks, information on any climate-related targets or goals that are material to the registrant’s business, results of operations or financial condition, Scope 1 and Scope 2 GHG emissions on a phased-in basis by certain larger registrants when those emissions are material and the filing of an attestation report covering the same, and disclosure of the financial statement effects of severe weather events and other natural conditions including costs and losses. Litigation challenging the rules was filed by multiple parties in multiple jurisdictions, which was consolidated and assigned to the U.S. Court of Appeals for the Eighth Circuit. On April 4, 2024, the SEC announced that it was voluntarily delaying the implementation of the climate disclosure rules while the U.S. Court of Appeals considered the litigation. On March 27, 2025, the SEC voted to end the defense of the rules in the litigation.

On July 4, 2025, federal tax legislation was enacted. Among other changes, the federal tax legislation phases out, repeals, and/or adds stricter eligibility requirements for business tax credits and incentives for the development of clean energy facilities and production of clean energy, including wind, solar and BESS facilities. Among other things, (i) wind and solar facilities that begin construction after July 4, 2026 must be placed in service by December 31, 2027 in order to qualify for production tax credits or investment tax credits, (ii) BESS facilities that begin construction by December 31, 2033 receive full investment tax credit value, stepping down to 75% for BESS facilities that begin construction in 2034, 50% for BESS facilities that begin construction in 2035 and 0% for BESS facilities that begin construction after 2035 and (iii) for facilities that begin construction after 2024, new foreign entity of concern requirements will restrict availability of the credits to wind, solar and BESS facilities if the entity that owns the facility has certain relationships with or makes certain payments to foreign entities of concern and, for facilities that begin construction after 2025, if the percentage of components in the facility manufactured by foreign entities of concern exceeds a specified percentage.

On July 7, 2025, a federal executive order was issued directing the Secretary of the Treasury to issue, within 45 days, new and revised guidance that could potentially seek to limit the interpretation of “begin construction” requirements for wind, solar and BESS facilities that claim “technology neutral” tax credits under sections 45Y or 48E of the Internal Revenue Code. Facilities that began construction before 2025 qualify for tax credits under section 45 and 48 of the Internal Revenue Code and so are not within the scope of the executive order. Similarly, the executive order does not impact operating facilities, so the facilities owned and operated by the Company are not within the scope of the executive order. The Company will continue to assess the impact of any such guidance under the executive order when it is issued.

Consolidated Results of Operations

The following table provides selected financial information:


	Three months ended June 30,						Six months ended June 30,
(In millions)	2025		2024		Change		2025		2024		Change
Operating Revenues
Energy and capacity revenues	$	428	$	424	$	4	$	761	$	739	$	22
Other revenues	22		30		(8)		42		46		(4)
Contract amortization	(45)		(46)		1		(89)		(92)		3
Mark-to-market for economic hedges	(13)		(42)		29		(24)		(64)		40
Total operating revenues	392		366		26		690		629		61
Operating Costs and Expenses
Cost of fuels	1		3		(2)		3		19		(16)

Operations and maintenance	101		86		15		194		169		25

Other costs of operations	29		28		1		56		55		1
Depreciation, amortization and accretion	163		153		10		326		307		19

General and administrative	11		9		2		21		20		1
Transaction and integration costs	2		3		(1)		5		4		1

Total operating costs and expenses	307		282		25		605		574		31
Operating Income	85		84		1		85		55		30
Other Income (Expense)
Equity in earnings of unconsolidated affiliates	7		8		(1)		12		20		(8)

Other income, net	8		12		(4)		15		28		(13)
Loss on debt extinguishment	—		(2)		2		—		(3)		3
Derivative interest income (expense)	2		1		1		(32)		24		(56)
Other interest expense	(85)		(89)		4		(167)		(169)		2
Total other expense, net	(68)		(70)		2		(172)		(100)		(72)
Income (Loss) Before Income Taxes	17		14		3		(87)		(45)		(42)
Income tax expense (benefit)	5		10		(5)		5		(3)		8
Net Income (Loss)	12		4		8		(92)		(42)		(50)
Less: Net loss attributable to noncontrolling interests and redeemable noncontrolling interests	(21)		(47)		26		(129)		(91)		(38)
Net Income Attributable to Clearway Energy, Inc.	$	33	$	51	$	(18)	$	37	$	49	$	(12)


	Three months ended June 30,				Six months ended June 30,
Business metrics:	2025		2024		2025		2024
Solar MWh generated/sold (in thousands) (a)	2,650		2,613		4,388		4,056
Wind MWh generated/sold (in thousands) (a)	2,941		2,947		5,684		5,466
Solar & Wind MWh generated/sold (in thousands) (a)	5,591		5,560		10,072		9,522
Solar weighted-average capacity factor (b)	36.9	%	36.1	%	31.3	%	28.6	%
Wind weighted-average capacity factor (c)	33.6	%	34.8	%	33.6	%	32.9	%
Flexible Generation MWh generated (in thousands)	55		75		120		250
Flexible Generation equivalent availability factor	95.0	%	97.1	%	92.2	%	91.7	%

(a) Volumes do not include the MWh generated/sold by the Company’s equity method investments.

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

(c) 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 June 30, 2025 and 2024

Operating Revenues

Operating revenues increased by $26 million during the three months ended June 30, 2025, compared to the same period in 2024, due to a combination of the drivers summarized in the table below:


		(In millions)
Renewables & Storage Segment	Increase driven by the Tuolumne wind acquisition in April 2025.	$	10
	Increase primarily driven by the Arica solar and BESS and Rosamond Central BESS acquisitions, which reached commercial operations in April 2024 and June 2024, respectively.	9
	Decrease primarily driven by lower wind resource at certain facilities.	(14)
	Loss incurred on the buy-down of a portion of the Mt. Storm commodity contract in April 2025.	(5)


Flexible Generation Segment	Decrease in energy revenue primarily driven by lower generation at the Walnut Creek, Marsh Landing and El Segundo facilities.	(4)
Contract amortization	Increase primarily driven by Cedro Hill, which reached repowering commercial operations in December 2024, resulting in the extension of the amortization period.	1
Mark-to-market economic hedging activities	Increase primarily driven by decreases in forward power prices in the ERCOT market.	44
	Decrease in heat rate call option contracts primarily driven by changes in power market prices.	(15)
		$	26

Operations and Maintenance Expense

Operation and maintenance expense increased by $15 million during the three months ended June 30, 2025, compared to the same period in 2024, due to a combination of the drivers summarized in the table below:


		(In millions)
Renewables & Storage Segment	Increase primarily driven by the Victory Pass and Arica solar and BESS acquisition, which reached commercial operations in March 2024 and April 2024, respectively, and the Rosamond South I solar and BESS acquisition in March 2025.	$	7
	Increase primarily driven by maintenance activities at various wind facilities.	6
	Increase driven by the Dan’s Mountain wind acquisition, which reached commercial operations in May 2025, and the Tuolumne wind acquisition in April 2025.	1
Flexible Generation Segment	Increase primarily driven by maintenance activities at various facilities.	1
		$	15

Income Tax Expense

For the three months ended June 30, 2025, the Company recorded an income tax expense of $5 million on pretax income of $17 million. For the same period in 2024, the Company recorded an income tax expense of $10 million on pretax income of $14 million. The $5 million decrease in income tax expense during the three months ended June 30, 2025, compared to the same period in 2024, 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.

Net Loss Attributable to Noncontrolling Interests and Redeemable Noncontrolling Interests

For the three months ended June 30, 2025, the Company had a net loss of $21 million attributable to noncontrolling interests and redeemable noncontrolling interests comprised of the following:


	(In millions)
Losses attributable to tax equity financing arrangements and the application of the HLBV method	$	(40)
Losses attributable to third-party partnerships	(10)
CEG’s economic interest in Clearway Energy LLC	29

	$	(21)

For the three months ended June 30, 2024, the Company had a net loss of $47 million attributable to noncontrolling interests and redeemable noncontrolling interests comprised of the following:


	(In millions)
Losses attributable to tax equity financing arrangements and the application of the HLBV method (primarily due to VP-Arica TE Holdco LLC HLBV losses)	$	(153)
Income attributable to third-party partnerships (primarily due to VP-Arica TE Holdco LLC HLBV losses)	61
CEG’s economic interest in Clearway Energy LLC	45
	$	(47)

Management’s Discussion of the Results of Operations for the Six Months Ended June 30, 2025 and 2024

Operating Revenues

Operating revenues increased by $61 million during the six months ended June 30, 2025, compared to the same period in 2024, due to a combination of the drivers summarized in the table below:


		(In millions)
Renewables & Storage Segment	Increase driven by the Victory Pass and Arica solar and BESS and Rosamond Central BESS acquisitions, which reached commercial operations in March 2024, April 2024 and June 2024, respectively.	$	32

	Increase driven by the Cedar Creek and Tuolumne wind acquisitions in April 2024 and April 2025, respectively.	15
	Increase primarily driven by higher solar generation.	7
	Decrease primarily driven by lower wind resource at certain facilities.	(11)
	Loss incurred on the buy-down of a portion of the Mt. Storm commodity contract in April 2025.	(5)
Flexible Generation Segment	Decrease in energy revenue primarily driven by lower generation at the Walnut Creek, Marsh Landing and El Segundo facilities due to milder weather, which also decreased cost of fuels as noted below.	(20)




Contract amortization	Increase primarily driven by Cedro Hill, which reached repowering commercial operations in December 2024, resulting in the extension of the amortization period.	3
Mark-to-market economic hedging activities	Increase primarily driven by decreases in forward power prices in the ERCOT and PJM markets.	66
	Decrease in heat rate call option contracts primarily driven by changes in power market prices.	(26)

		$	61

Cost of Fuels

Cost of fuels decreased by $16 million during the six months ended June 30, 2025, compared to the same period in 2024, primarily due to lower generation at the Walnut Creek, Marsh Landing and El Segundo facilities due to milder weather, which resulted in less fuel purchases.

Operations and Maintenance Expense

Operation and maintenance expense increased by $25 million during the six months ended June 30, 2025, compared to the same period in 2024, due to a combination of the drivers summarized in the table below:


		(In millions)
Renewables & Storage Segment	Increase primarily driven by the Victory Pass and Arica solar and BESS acquisition, which reached commercial operations in March 2024 and April 2024, respectively, and the Rosamond South I solar and BESS and Texas Solar Nova 2 acquisitions in March 2025 and March 2024, respectively.	$	11
	Increase primarily driven by maintenance activities at various wind facilities.	6
	Increase driven by the Cedar Creek and Dan’s Mountain wind acquisitions, which reached commercial operations in April 2024 and May 2025, respectively, and the Tuolumne wind acquisition in April 2025.	3
Flexible Generation Segment	Increase primarily driven by maintenance activities at various facilities.	5
		$	25

Interest Expense

Interest expense increased by $54 million during the six months ended June 30, 2025, compared to the same period in 2024, primarily due to the change in fair value of interest rate swaps due to changes in interest rates.

Income Tax Expense (Benefit)

For the six months ended June 30, 2025, the Company recorded an income tax expense of $5 million on a pretax loss of $87 million. For the same period in 2024, the Company recorded an income tax benefit of $3 million on a pretax loss of $45 million. The $8 million increase in income tax expense during the six months ended June 30, 2025, compared to the same period in 2024, 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.

Net Loss Attributable to Noncontrolling Interests and Redeemable Noncontrolling Interests

For the six months ended June 30, 2025, the Company had a net loss of $129 million attributable to noncontrolling interests and redeemable noncontrolling interests comprised of the following:


	(In millions)
Losses attributable to tax equity financing arrangements and the application of the HLBV method (primarily due to Cedro Hill TE Holdco, Daggett TE Holdco LLC, Daggett 2 TE Holdco LLC, Rosie TE HoldCo LLC, TSN1 TE Holdco LLC and VP-Arica TE Holdco LLC HLBV losses)	$	(186)
CEG’s economic interest in Clearway Energy LLC	32
Income attributable to third-party partnerships	25

	$	(129)

For the six months ended June 30, 2024, the Company had a net loss of $91 million attributable to noncontrolling interests and redeemable noncontrolling interests comprised of the following:


	(In millions)

Losses attributable to tax equity financing arrangements and the application of the HLBV method (primarily due to VP-Arica TE Holdco LLC, Daggett TE Holdco LLC and Daggett 2 TE Holdco LLC HLBV losses)	$	(195)
Income attributable to third-party partnerships (primarily due to VP-Arica TE Holdco LLC, Daggett TE Holdco LLC and Daggett 2 TE Holdco LLC HLBV losses)	70
CEG’s economic interest in Clearway Energy LLC	34
	$	(91)

Liquidity and Capital Resources

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.

Current Liquidity Position

As of June 30, 2025 and December 31, 2024 , the Company’s liquidity was approximately $1,298 million and $1,330 million, respectively, comprised of cash, restricted cash and availability under the Company’s revolving credit facility.


(In millions)	June 30, 2025		December 31, 2024
Cash and cash equivalents:
Clearway Energy, Inc. and Clearway Energy LLC, excluding subsidiaries	$	46	$	138
Subsidiaries	214		194
Restricted cash:
Operating accounts	112		184
Reserves, including debt service, distributions, performance obligations and other reserves	414		217
Total cash, cash equivalents and restricted cash	786		733
Revolving credit facility availability	512		597
Total liquidity	$	1,298	$	1,330

The Company’s liquidity includes $526 million and $401 million of restricted cash balances as of June 30, 2025 and December 31, 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 June 30, 2025, these restricted funds were comprised of $112 million designated to fund operating expenses, approximately $176 million designated for current debt service payments and $83 million restricted for reserves including debt service, performance obligations and other reserves, as well as capital expenditures. The remaining $155 million is held in distribution reserve accounts.

Clearway Energy LLC and Clearway Energy Operating LLC Revolving Credit Facility

As of June 30, 2025, the Company had $112 million in outstanding borrowings under the revolving credit facility and $76 million in letters of credit outstanding. On July 10, 2025, the Company borrowed an additional $123 million under the revolving credit facility, primarily to support the acquisition of Catalina on July 16, 2025, as described in Note 3, Acquisitions . The facility will continue to be used for general corporate purposes including financing of future investments or acquisitions and posting letters of credit.

Management believes that the Company’s liquidity position, cash flows from operations and availability under its revolving credit facility will be adequate to meet the Company’s financial commitments; debt service obligations; growth, operating and maintenance capital expenditures; and to fund dividends to holders of the Company’s Class A common stock and Class C common stock. Management continues to regularly monitor the Company’s ability to finance the needs of its operating, financing and investing activity within the dictates of prudent balance sheet management.

Credit Ratings

Credit rating agencies rate a firm’s public debt securities. These ratings are utilized by the debt markets in evaluating a firm’s credit risk. Ratings influence the price paid to issue new debt securities by indicating to the market the Company’s ability to pay principal, interest and preferred dividends. Rating agencies evaluate a firm’s industry, cash flow, leverage, liquidity and hedge profile, among other factors, in their credit analysis of a firm’s credit risk.

The following table summarizes the credit ratings for the Company and its Senior Notes as of June 30, 2025:

S&P

Moody’s

Clearway Energy, Inc.

Ba2

4.750% Senior Notes, due 2028

Ba2

3.750% Senior Notes, due 2031

Ba2

3.750% Senior Notes, due 2032

Ba2

Sources of Liquidity

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 Note 7, Long-term Debt , to this Form 10-Q and Item 15 — Note 10, Long-term Debt , to the consolidated financial statements included in the Company’s 2024 Form 10-K, 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.

Uses of Liquidity

The Company’s requirements for liquidity and capital resources, other than for operating its facilities, are categorized as: (i) debt service obligations, as described more fully in Note 7 , Long-term Debt ; (ii) capital expenditures; (iii) off-balance sheet arrangements; (iv) acquisitions and investments, as described more fully in Note 3, Acquisitions ; and (v) cash dividends to investors.

Capital Expenditures

The Company’s capital spending program is mainly focused on maintenance capital expenditures, consisting of costs to maintain the assets currently operating, such as costs to replace or refurbish assets during routine maintenance, and growth capital expenditures consisting of costs to construct new assets, costs to increase the operating capacity of existing assets and costs to complete the construction of assets where construction is in process.

For the six months ended June 30, 2025 , the Company used approximately $132 million to fund capital expenditures, including growth expenditures of $123 million, primarily in the Renewables & Storage segment, funded through construction-related financing. Growth capital expenditures included $32 million incurred in connection with the Rosamond South I solar and BESS facility, $29 million incurred in connection with the Dan’s Mountain wind facility, $17 million incurred in connection with the repowering of the Cedro Hill wind facility, $14 million incurred in connection with the Luna Valley solar facility, $10 million incurred in connection with the Victory Pass and Arica solar and BESS facilities, $9 million incurred in connection with the Pine Forest solar and BESS facility, $7 million incurred in connection with the Daggett 1 BESS facility and $5 million incurred by other facilities. In addition, the Company incurred $9 million of maintenance capital expenditures, which is net of credits received from equipment manufacturers.

Off-Balance Sheet Arrangements

Obligations under Certain Guarantee Contracts

The Company may enter into guarantee arrangements in the normal course of business to facilitate commercial transactions with third parties.

Retained or Contingent Interests

The Company does not have any material retained or contingent interests in assets transferred to an unconsolidated entity.

Obligations Arising Out of a Variable Interest in an Unconsolidated Entity

Variable interest in equity investments — As of June 30, 2025, 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 $273 million as of June 30, 2025. This indebtedness may restrict the ability of these subsidiaries to issue dividends or distributions to the Company.

Contractual Obligations and Commercial Commitments

The Company has a variety of contractual obligations and other commercial commitments that represent prospective cash requirements in addition to the Company’s capital expenditure programs, as disclosed in the Company’s 2024 Form 10-K.

Acquisitions and Investments

The Company intends to acquire generation assets developed and constructed by CEG, as well as generation assets from third parties where the Company believes its knowledge of the market and operating expertise provides a competitive advantage, and to utilize such acquisitions as a means to grow its business.

Catalina Solar Acquisition — On July 16, 2025, the Company, through its indirect subsidiary, Catalina Solar Investment LLC, acquired Catalina Solar Lessee Holdco LLC, which leases and operates the Catalina solar facility, from a third-party for approximately $127 million. Catalina reached commercial operations in 2013 and has a PPA with an investment-grade utility through 2038. The acquisition was funded with existing sources of liquidity. The Company estimates that its net capital investment in Catalina will be $125 million after factoring in cash acquired and estimated transaction expenses.

Pine Forest Drop Down — On June 10, 2025, the Company, through its indirect subsidiary, Pine Forest CE Class A Owner LLC, acquired the Class A membership interests in Pine Forest TargetCo, a partnership and the indirect owner of the Pine Forest solar and BESS facility, from Clearway Renew for initial cash consideration of $18 million. Also on June 10, 2025, the Company, through its indirect subsidiary, Pine Forest TE Class A, contributed $9 million to acquire the Class A membership interests in Pine Forest TE HoldCo LLC. At substantial completion, which is expected to occur in the second half of 2025, the Company estimates it will pay an additional $72 million to Clearway Renew for its Class A membership interests in Pine Forest TargetCo and will contribute an additional $37 million for its Class A membership interests in Pine Forest TE HoldCo LLC. The Company estimates that its total capital investment in Pine Forest TargetCo will be $136 million, excluding the impact of any closing adjustments noted in the purchase agreement. Pine Forest has PPAs for the solar facility with investment-grade counterparties and a 20-year weighted average contract duration that will commence when the underlying operating assets reach commercial operations, which is expected to occur in the second half of 2025. The acquisition was funded with existing sources of liquidity. As part of the acquisition of Pine Forest, the Company assumed the facility’s financing agreement, which included a construction loan that converts to a term loan when the facility reaches substantial completion, a cash equity bridge loan, a tax equity bridge loan and a tax credit transfer bridge loan, all of which will be completely paid off when the facility reaches substantial completion. Subsequent to the acquisition, the Company borrowed an additional $14 million in cash equity bridge loans through June 30, 2025.

Dan’s Mountain Drop Down — On May 21, 2025, when the Dan’s Mountain wind facility reached substantial completion, the Company paid $36 million to Clearway Renew as additional purchase price in connection with the Company’s acquisition of the Class A membership interests in Dan’s Mountain TargetCo on November 18, 2024, which was funded with existing sources of liquidity. Also on May 21, 2025, a third-party cash equity investor contributed $45 million to acquire the Class B membership interests in Dan’s Mountain TargetCo from Clearway Renew and the tax equity investor contributed an additional $90 million. The Company utilized the combined proceeds from the cash equity and tax equity investors, along with the Company’s entire additional purchase price, which was contributed back to the Company by CEG, and the $18 million previously held in escrow, to repay the tax equity bridge loan, to repay the cash equity bridge loan and to pay associated fees with the remaining proceeds distributed to CEG. Prior to substantial completion being reached, the Company borrowed an additional $18 million in construction loans during 2025. The Company’s total capital investment in Dan’s Mountain was $43 million.

Tuolumne Wind Acquisition — On April 29, 2025, the Company, through its indirect subsidiary, Washington Wind LLC, acquired the Tuolumne wind facility from an investment-grade regulated entity for approximately $210 million, which excludes $1 million in transaction expenses incurred in connection with the acquisition during the six months ended June 30, 2025 . Tuolumne reached commercial operations in 2009. In connection with the acquisition, the Company entered into a 15-year PPA with an investment-grade regulated entity that commenced in April 2025. Also in connection with the acquisition, the Company entered into a financing agreement, which included the issuance of a $163 million term loan, as well as $22 million in letters of credit in support of debt service and facility obligations, supported by the Company’s interests in the Tuolumne wind facility. The acquisition was funded with the borrowings under the new financing agreement, as well as existing sources of liquidity. The Company’s net capital investment in Tuolumne was $59 million.

Luna Valley Drop Down — On April 29, 2025, the Company, through its indirect subsidiary, LV-Daggett Parent Holdco LLC, acquired Luna Valley Class B, the indirect owner of the Luna Valley solar facility, from Clearway Renew for initial cash consideration of $18 million. At substantial completion, which is expected to occur in the second half of 2025, the Company estimates it will pay an additional $72 million to Clearway Renew. The Company estimates that its total capital investment in Luna Valley Class B will be $90 million, excluding the impact of any closing adjustments noted in the purchase agreement. Luna Valley has PPAs with investment-grade counterparties that have a 17-year weighted average contract duration that commence when the underlying operating assets reach commercial operations, which is expected to occur in the second half of 2025. The acquisition was funded with existing sources of liquidity. As part of the acquisition of Luna Valley, the Company assumed the facility’s financing agreement, which included a construction loan that converts to a term loan when the facility reaches substantial completion, a cash equity bridge loan that was partially paid off at acquisition date and a tax equity bridge loan, both of which will be repaid when the facility reaches substantial completion. Subsequent to the acquisition, the Company borrowed an additional $17 million in construction loans through June 30, 2025.

Daggett 1 Drop Down — On April 29, 2025, the Company, through its indirect subsidiary, LV-Daggett Parent Holdco LLC, acquired Daggett 1 Class B, the indirect owner of the Daggett 1 BESS facility, from Clearway Renew for initial cash consideration of $11 million. At substantial completion, which is expected to occur in the second half of 2025, the Company estimates it will pay an additional $42 million to Clearway Renew. The Company estimates that its total capital investment in Daggett 1 Class B will be $53 million, excluding the impact of any closing adjustments noted in the purchase agreement. Daggett 1 has a PPA for capacity with an investment-grade counterparty for a contract duration of 15 years that commences when the facility reaches commercial operations, which is expected to occur in the second half of 2025. The acquisition was funded with existing sources of liquidity. As part of the acquisition of Daggett 1, the Company assumed the facility’s financing agreement, which included a construction loan that converts to a term loan when the facility reaches substantial completion and a tax equity bridge loan that will be repaid when the facility reaches substantial completion. Subsequent to the acquisition, the Company borrowed an additional $7 million in construction loans through June 30, 2025.

Rosamond South I Drop Down — On March 20, 2025, the Company, through its indirect subsidiary, Rosamond South Investment LLC, acquired the Class A membership interests in Rosie South TargetCo, a partnership and the indirect owner of the Rosamond South I solar and BESS facility, from Clearway Renew for initial cash consideration of $4 million. At substantial completion, which is expected to occur in the second half of 2025, the Company estimates it will pay an additional $17 million to Clearway Renew. The Company estimates that its total capital investment in Rosie South TargetCo will be $21 million, excluding the impact of any closing adjustments noted in the purchase agreement. Rosamond South I has PPAs with investment-grade counterparties that have a 15-year weighted average contract duration that commence when the underlying operating assets reach commercial operations, which is expected to occur in the second half of 2025. The acquisition was funded with existing sources of liquidity. As part of the acquisition of Rosamond South I, the Company assumed the facility’s financing agreement, which included a construction loan that converts to a term loan when the facility reaches substantial completion, a cash equity bridge loan that was paid off at acquisition date and a tax equity bridge loan that will be repaid when the facility reaches substantial completion. Subsequent to the acquisition, the Company borrowed an additional $35 million in construction loans through June 30, 2025.

Cash Dividends to Investors

The Company intends to use the amount of cash that it receives from its distributions from Clearway Energy LLC to pay quarterly dividends to the holders of its Class A common stock and Class C common stock. Clearway Energy LLC intends to distribute to its unit holders in the form of a quarterly distribution all of the CAFD that is generated each quarter, less reserves for the prudent conduct of the business. Dividends on t he Class A common stock and Class C common stock are subject to available capital, market conditions and compliance with associated laws, regulations and other contractual obligations. The Company expects that, based on current circumstances, comparable cash dividends will continue to be paid in the foreseeable future.

The following table lists the dividends paid on the Company’s Class A common stock and Class C common stock during the six months ended June 30, 2025:


	Second Quarter 2025		First Quarter 2025
Dividends per Class A share	$	0.4384	$	0.4312
Dividends per Class C share	0.4384		0.4312

On August 4, 2025, the Company declared quarterly dividends on its Class A and Class C common stock of $0.4456 per share payable on September 16, 2025 to stockholders of record as of September 2, 2025.

Cash Flow Discussion

The following tables reflect the changes in cash flows for the comparative periods:


	Six months ended June 30,
	2025		2024		Change
	(In millions)
Net cash provided by operating activities	$	286	$	277	$	9
Net cash used in investing activities	(398)		(647)		249
Net cash provided by (used in) financing activities	165		(111)		276

Net Cash Provided by Operating Activities


Changes to net cash provided by operating activities were driven by:	(In millions)
Increase from changes in working capital primarily driven by the timing of accounts receivable collections and payments of current liabilities, including accounts payable and current income taxes	$	64
Partial buy-down of the Mt. Storm commodity contract in 2025	(35)
Decrease in operating income after adjusting for non-cash items	(18)
Decrease in distributions from unconsolidated affiliates	(2)

	$	9

Net Cash Used in Investing Activities


Changes to net cash used in investing activities were driven by:	(In millions)

Decrease in cash paid for Drop Down Assets, net of cash acquired	$	594
Decrease in capital expenditures	70
Cash paid for acquisitions related to the Tuolumne wind acquisition in 2025	(211)
Repayment of note receivable – affiliate in 2024 related to the Rosie Class B LLC loan issued to Clearway Renew	(184)

Decrease in the return of investment from unconsolidated affiliates	(25)
Other	5
	$	249

Net Cash Provided by (Used in) Financing Activities


Changes in net cash provided by (used in) financing activities were driven by:	(In millions)
Decrease in payments for long-term debt and increase in proceeds from issuance of long-term debt	$	1,205
Proceeds from the revolving credit facility in 2025	112
Decrease in contributions from noncontrolling interests, net of distributions	(1,019)
Increase in dividends paid to common stockholders and distributions paid to CEG unit holders	(12)
Pro-rata distributions to CEG in 2025	(7)
Increase in payments of debt issuance costs	(3)




	$	276

NOLs, Deferred Tax Assets and Uncertain Tax Position Implications, under ASC 740

As of December 31, 2024, the Company had a cumulative federal NOL carryforward balance of $278 million for financial statement purposes, none of which were subject to expiration. Additionally, as of December 31, 2024, the Company had a cumulative state NOL carryforward balance of $99 million for financial statement purposes, which will expire between 2025 and 2041 if unutilized. The Company does not anticipate material income tax payments through 2026. In addition, as of December 31, 2024, the Company had PTC and ITC carryforward balances totaling $23 million, which will expire between 2035 and 2044 if unutilized.

As of December 31, 2024, the Company had an interest disallowance carryforward of $82 million as a result of Internal Revenue Code §163(j). The disallowed interest deduction has an indefinite carryforward period and any limitations on the utilization of this carryforward have been factored into the Company’s valuation allowance analysis.

The Company, after the utilization of various federal and state NOL carryforwards, paid $1 million in federal and state income taxes during the six months ended June 30, 2025 and does not expect to pay material federal or state income taxes for the remainder of the current year. The Company does not anticipate being subject to the 15% corporate minimum tax on financial statement income.

Federal tax legislation enacted on July 4, 2025 contains a number of revisions to the Internal Revenue Code, including adjustments to the business interest expense disallowance calculation, accelerated tax depreciation and business tax credits and incentives for the development of clean energy facilities and production of clean energy, including wind, solar and BESS facilities. The Company is evaluating the potential impact of this legislation and does not anticipate the foregoing tax provisions will have a material impact on its consolidated financial statements. The Company will continue to monitor for guidance issued by the United States Department of the Treasury to assess for potential impact on its consolidated financial statements.

The Company is subject to examination by taxing authorities for income tax returns filed in the U.S. federal and various state jurisdictions. All tax returns filed by the Company for the year ended December 31, 2013 and forward remain subject to audit. As of December 31, 2024, the U.S. federal partnership returns of three of the Company’s subsidiaries are under audit by the IRS. The IRS has issued proposed adjustments with respect to all three of the subsidiaries under audit. The Company believes that such proposed adjustments are without merit and in any case would not impact the Company’s tax liability or the tax liability of such subsidiary. The Company believes that the ultimate resolution of each of these audits will not be material to the Company’s financial condition, results of operations or liquidity, and thus no material provision has been made for any adjustments that may result from tax examinations. The outcome of tax audits cannot be predicted with certainty and if any issues addressed in tax audits of the Company are resolved in a manner inconsistent with its expectations, the Company could be required to adjust its provision for income taxes in the period such resolution occurs.

The Company had no material uncertain tax benefits as of June 30, 2025.

Fair Value of Derivative Instruments

The Company may enter into energy-related commodity contracts to mitigate variability in earnings due to fluctuations in spot market prices. In addition, in order to mitigate interest rate risk associated with the issuance of variable rate debt, the Company enters into interest rate swap agreements.

The tables below disclose the activities of non-exchange traded contracts accounted for at fair value in accordance with ASC 820. Specifically, these tables disaggregate realized and unrealized changes in fair value; disaggregate estimated fair values at June 30, 2025 , based on their level within the fair value hierarchy defined in ASC 820; and indicate the maturities of contracts at June 30, 2025 . For a full discussion of the Company’s valuation methodology of its contracts, see Derivative Fair Value Measurements in Note 5 , Fair Value of Financial Instruments .


Derivative Activity (Losses) Gains	(In millions)
Fair value of contracts as of December 31, 2024	$	(196)
Contracts realized or otherwise settled during the period	54



Changes in fair value	(110)
Fair value of contracts as of June 30, 2025	$	(252)


	Fair value of contracts as of June 30, 2025
	Maturity
Fair Value Hierarchy (Losses) Gains	1 Year or Less		Greater Than 1 Year to 3 Years		Greater Than 3 Years to 5 Years		Greater Than 5 Years		Total Fair Value
	(In millions)

Level 2	$	19	$	10	$	64	$	7	$	100
Level 3	(56)		(124)		(93)		(79)		(352)
Total	$	(37)	$	(114)	$	(29)	$	(72)	$	(252)

The Company has elected to disclose derivative assets and liabilities on a trade-by-trade basis and does not offset amounts at the counterparty master agreement level.

Critical Accounting Policies and Estimates

The Company’s discussion and analysis of the financial condition and results of operations are based upon the consolidated financial statements, which have been prepared in accordance with GAAP. The preparation of these financial statements and related disclosures in compliance with GAAP requires the application of appropriate technical accounting rules and guidance, as well as the use of estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities. The application of these policies necessarily involves judgments regarding future events, including the likelihood of success of particular facilities, legal and regulatory challenges and the fair value of certain assets and liabilities. These judgments, in and of themselves, could materially affect the financial statements and disclosures based on varying assumptions, which may be appropriate to use. In addition, the financial and operating environment may also have a significant effect, not only on the operation of the business, but on the results reported through the application of accounting measures used in preparing the financial statements and related disclosures, even if the nature of the accounting policies has not changed.

On an ongoing basis, the Company evaluates these estimates, utilizing historic experience, consultation with experts and other methods the Company considers reasonable. Actual results may differ substantially from the Company’s estimates. Any effects on the Company’s business, financial position or results of operations resulting from revisions to these estimates are recorded in the period in which the information that gives rise to the revision becomes known.

The Company identifies its most critical accounting policies as those that are the most pervasive and important to the portrayal of the Company’s financial position and results of operations, and that require the most difficult, subjective and/or complex judgments by management regarding estimates about matters that are inherently uncertain. The Company’s critical accounting policies include income taxes and valuation allowance for deferred tax assets, accounting utilizing HLBV and determining the fair value of financial instruments.

Recent Accounting Developments

See Note 2, Summary of Significant Accounting Policies , for a discussion of recent accounting developments.

ITEM 3 — Quantitative and Qualitative Disclosures About Market Risk

The Company is exposed to several market risks in its normal business activities. Market risk is the potential loss that may result from market changes associated with the Company’s power generation or with an existing or forecasted financial or commodity transaction. The types of market risks the Company is exposed to are commodity price risk, interest rate risk, liquidity risk and credit risk. The following disclosures about market risk provide an update to, and should be read in conjunction with, Item 7A — Quantitative and Qualitative Disclosures About Market Risk, of the Company’s 2024 Form 10-K.

Commodity Price Risk

Commodity price risks result from exposures to changes in spot prices, forward prices, volatilities and correlations between various commodities, such as electricity, natural gas and emissions credits. The Company manages the commodity price risk of certain of its merchant generation operations by entering into derivative or non-derivative instruments to hedge the variability in future cash flows from forecasted power sales. The portion of forecasted transactions hedged may vary based upon management's assessment of market, weather, operation and other factors.

Based on a sensitivity analysis using simplified assumptions, the impact of a $0.50 per MWh increase or decrease in power prices across the term of the long-term power commodity contracts would cause a change of approximately $4 million to the net value of the related derivatives as of June 30, 2025.

Interest Rate Risk

The Company is exposed to fluctuations in interest rates through its issuance of variable rate debt. Exposures to interest rate fluctuations may be mitigated by entering into derivative instruments known as interest rate swaps, caps, collars and put or call options. These contracts reduce exposure to interest rate volatility and result in primarily fixed rate debt obligations when taking into account the combination of the variable rate debt and the interest rate derivative instrument. See Note 6 , Derivative Instruments and Hedging Activities , for more information.

The Company and most of its subsidiaries, enter into interest rate swaps intended to hedge the risks associated with interest rates on non-recourse facility-level debt or any potential refinancing of the Senior Notes. See Item 15 — Note 10 , Long-term Debt , to the Company’s audited consolidated financial statements for the year ended December 31, 2024 included in the 2024 Form 10-K for more information about interest rate swaps of the Company’s subsidiaries.

If all of the interest rate swaps had been discontinued on June 30, 2025 , the counterparties would have owed the Company $101 million. Based on the credit ratings of the counterparties, the Company believes its exposure to credit risk due to nonperformance by counterparties to its hedge contracts to be insignificant.

The Company has long-term debt instruments that subject it to the risk of loss associated with movements in market interest rates. As of June 30, 2025 , a change of 1%, or 100 basis points, in interest rates would result in an approximately $5 million change in market interest expense on a rolling twelve-month basis.

As of June 30, 2025 , the fair value of the Company’s debt was $8,421 million and the carrying value was $8,782 million. The Company estimates that a decrease of 1%, or 100 basis points, in market interest rates would have increased the fair value of its long-term debt by approximately $304 million.

Liquidity Risk

Liquidity risk arises from the general funding needs of the Company’s activities and in the management of the Company’s assets and liabilities.

Counterparty Credit Risk

Credit risk relates to the risk of loss resulting from non-performance or non-payment by counterparties pursuant to the terms of their contractual obligations. The Company monitors and manages credit risk through credit policies that include: (i) an established credit approval process; and (ii) the use of credit mitigation measures such as prepayment arrangements or volumetric limits. Risks surrounding counterparty performance and credit could ultimately impact the amount and timing of expected cash flows. The Company seeks to mitigate counterparty risk by having a diversified portfolio of counterparties. See Note 5 , Fair Value of Financial Instruments , to the consolidated financial statements for more information about concentration of credit risk.

ITEM 4 — Controls and Procedures

Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures

Under the supervision and with the participation of the Company’s management, including its principal executive officer, principal financial officer and principal accounting officer, the Company conducted an evaluation of the effectiveness of the design and operation of its disclosure controls and procedures, as such term is defined in Rules 13a-15(e) or 15d-15(e) of the Exchange Act. Based on this evaluation, the Company’s principal executive officer, principal financial officer and principal accounting officer concluded that the disclosure controls and procedures were effective as of the end of the period covered by this Quarterly Report on Form 10-Q.

Changes in Internal Control over Financial Reporting

There were no changes in the Company’s internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act) during the quarter ended June 30, 2025 that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II — OTHER INFORMATION

ITEM 1 — LEGAL PROCEEDINGS

None.

ITEM 1A — RISK FACTORS

Information regarding risk factors appears in Part I, Item 1A, Risk Factors, in the Company’s 2024 Form 10-K. There have been no material changes in the Company’s risk factors since those reported in its 2024 Form 10-K.

ITEM 2 — UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3 — DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4 — MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5 — OTHER INFORMATION

Insider Trading Plans

During the three months ended June 30, 2025, no director or officer (as defined in Rule 16a-1(f) of the Exchange Act) of the Company adopted, modified or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

ITEM 6 — EXHIBITS

Number

Description

Method of Filing

31.1

Rule 13a-14(a)/15d-14(a) certification of Craig Cornelius.

Filed herewith.

31.2

Rule 13a-14(a)/15d-14(a) certification of Sarah Rubenstein.

Filed herewith.

Section 1350 Certification.

Furnished herewith.

101 INS

Inline XBRL Instance Document.

Filed herewith.

101 SCH

Inline XBRL Taxonomy Extension Schema.

Filed herewith.

101 CAL

Inline XBRL Taxonomy Extension Calculation Linkbase.

Filed herewith.

101 DEF

Inline XBRL Taxonomy Extension Definition Linkbase.

Filed herewith.

101 LAB

Inline XBRL Taxonomy Extension Label Linkbase.

Filed herewith.

101 PRE

Inline XBRL Taxonomy Extension Presentation Linkbase.

Filed herewith.

104

Cover Page Interactive Data File (the cover page interactive data file does not appear in Exhibit 104 because its Inline XBRL tags are embedded within the Inline XBRL document).

Filed herewith.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

CLEARWAY ENERGY, INC.
(Registrant)

/s/ CRAIG CORNELIUS

Craig Cornelius

President and Chief Executive Officer

(Principal Executive Officer)

/s/ SARAH RUBENSTEIN

Sarah Rubenstein

Date: August 5, 2025

Executive Vice President and Chief Financial Officer

(Principal Financial Officer and Principal Accounting Officer)

TABLE OF CONTENTS

Part I Financial Information Item 1 Financial Statements Note 1 Nature Of Business Note 2 Summary Of Significant Accounting Policies Note 3 Acquisitions Note 4 Investments Accounted For By The Equity Method and Variable Interest Entities Note 5 Fair Value Of Financial Instruments Note 6 Derivative Instruments and Hedging Activities Note 7 Long-term Debt Note 8 Earnings Per Share Note 9 Segment Reporting Note 10 Income Taxes Note 11 Related Party Transactions Item 2 Management S Discussion and Analysis Of Financial Condition and The Results Of Operations Item 3 Quantitative and Qualitative Disclosures About Market Risk Item 4 Controls and Procedures Part II Other Information Item 1 Legal Proceedings Item 1A Risk Factors Item 2 Unregistered Sales Of Equity Securities and Use Of Proceeds Item 3 Defaults Upon Senior Securities Item 4 Mine Safety Disclosures Item 5 Other Information Item 6 Exhibits

Exhibits

31.1 Rule13a-14(a)/15d-14(a) certification of Craig Cornelius. Filed herewith. 31.2 Rule13a-14(a)/15d-14(a) certification of Sarah Rubenstein. Filed herewith. 32 Section1350 Certification. Furnished herewith.

CWEN 10-Q Quarter ended June 30, 2025

Exhibits