SEC Filing | Clearway Energy, Inc.

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cwen-20251231

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K


☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the Fiscal Year ended	December 31, 2025
☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition period from to .

Commission File Number: 333-203369

Clearway Energy LLC

(Exact name of registrant as specified in its charter)


Delaware			32-0407370
(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:

None

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

None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes x No o

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 x No o

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 x No o

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. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No x

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Clearway Energy LLC’s outstanding equity interests are held by Clearway Energy, Inc. and Clearway Energy Group LLC and there are no equity interests held by non-affiliates.

Indicate the number of shares outstanding of each of the registrant’s classes of common stock as of the latest practicable date. There is no public market for the registrant’s outstanding units.


Class			Outstanding at January 31, 2026
Class A Units			34,613,853
Class B Units			42,738,750
Class C Units			86,290,173
Class D Units			41,576,142

Documents Incorporated by Reference:

None.

TABLE OF CONTENTS

Index


GLOSSARY OF TERMS			3
PART I			6
Item 1 — Business			6
Item 1A — Risk Factors			15
Item 1B — Unresolved Staff Comments			34
Item 1C — Cybersecurity			35
Item 2 — Properties			37
Item 3 — Legal Proceedings			40
Item 4 — Mine Safety Disclosures			40
PART II			41
Item 5 — Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities			41
Item 6 — Reserved			41
Item 7 — Management’s Discussion and Analysis of Financial Condition and Results of Operations			42
Item 7A — Quantitative and Qualitative Disclosures About Market Risk			61
Item 8 — Financial Statements and Supplementary Data			61
Item 9 — Changes in and Disagreements with Accountants on Accounting and Financial Disclosure			62
Item 9A — Controls and Procedures			62
Item 9B — Other Information			63
PART III			64
Item 10 — Information about Directors, Executive Officers and Corporate Governance			64
Item 11 — Executive Compensation			65
Item 12 — Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters			85
Item 13 — Certain Relationships and Related Transactions, and Director Independence			86
Item 14 — Principal Accounting Fees and Services			87
PART IV			88
Item 15 — Exhibits, Financial Statement Schedules			88
EXHIBIT INDEX			148
Item 16 — Form 10-K Summary			154

GLOSSARY OF TERMS

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



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
2034 Senior Notes			$600 million aggregate principal amount of 5.75% unsecured senior notes due 2034, 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
ARO			Asset Retirement Obligation

ASC			The FASB Accounting Standards Codification, which the FASB established as the source of authoritative GAAP
ASU			Accounting Standards Updates – updates to the ASC
ATM Program			At-the-Market Equity Offering Program
BESS			Battery energy storage system

Black Start			The capability of a generating asset to restore the grid in the event of a blackout without relying on the external electric power transmission network
CAFD			A non-GAAP measure, Cash Available for Distribution is defined as of December 31, 2025 as Adjusted EBITDA plus cash distributions/return of investment from unconsolidated affiliates, cash receipts from notes receivable, cash contributions 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
CAISO			California Independent System Operator
Capistrano Portfolio Holdco LLC			The holding company that owns four wind facilities representing 263 MW of capacity, which includes Broken Bow, Crofton Bluffs, Mountain Wind 1 and Mountain Wind 2
Capistrano Wind Portfolio			Portfolio of wind facilities acquired from Clearway Renew on August 22, 2022, which includes Broken Bow, Cedro Hill, Crofton Bluffs, Mountain Wind 1 and Mountain Wind 2
Catalina			109 MW solar facility located in Kern County, California that the Company leases and operates
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, Inc., Clearway Energy Finance Inc., Clearway Energy Operating LLC and CEG
Clearway, Inc.			Clearway Energy, Inc., the holder of the Company’s Class A and Class C units
Clearway Energy Group LLC			The holder of all shares of Clearway, Inc.’s Class B and Class D common stock and the Company’s Class B and Class D units and, from time to time, possibly shares of Clearway, Inc.’s Class A and/or Class C common stock. Clearway Energy Group LLC is a leading developer of renewable, energy storage and power infrastructure in the U.S.
Clearway Energy Operating LLC			The holder of the facilities that are owned by the Company
Clearway Renew			Clearway Renew LLC, a subsidiary of CEG, and its wholly-owned subsidiaries
COD			Commercial Operation Date
Code			Internal Revenue Code of 1986, as amended
Company			Clearway Energy LLC, together with its consolidated subsidiaries
CVSR			California Valley Solar Ranch
CVSR Holdco			CVSR Holdco LLC, the indirect owner of CVSR


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
Deriva Solar Portfolio			613 MW operational solar portfolio located in eight states that the Company entered into a binding agreement on October 3, 2025 to acquire
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
DRIP			Dividend Reinvestment Plan
Drop Down Assets			Assets under common control acquired by the Company from CEG
DSPP			Direct Stock Purchase Plan
EPA			United States Environmental Protection Agency
ERCOT			Electric Reliability Council of Texas, the ISO and the regional reliability coordinator of the various electricity systems within Texas
EWG			Exempt Wholesale Generator
Exchange Act			The Securities Exchange Act of 1934, as amended
FASB			Financial Accounting Standards Board
FERC			Federal Energy Regulatory Commission
Flexible Generation			Formerly the Conventional Generation segment
FPA			Federal Power Act
FWS			U.S. Fish & Wildlife Service
GAAP			Accounting principles generally accepted in the U.S.
GenConn			GenConn Energy LLC
GHG			Greenhouse gas


GW			Gigawatt
HLBV			Hypothetical Liquidation at Book Value
Honeycomb Portfolio			Four BESS facilities under construction in Beaver County and Iron County, Utah representing 320 MW of capacity, which includes Enterprise, Escalante I, Granite Mountain East and Iron Springs that are co-located with the respective solar facilities
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
MBTA			Migratory Bird Treaty Act

MMBtu			Million British Thermal Units

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

Natural Gas Holdco			Natural Gas CA Holdco LLC
NEPA			National Environmental Policy Act
NERC			North American Electric Reliability Corporation
Net Exposure			Counterparty credit exposure to Clearway Energy LLC, net of collateral

NOLs			Net Operating Losses
NOx			Nitrogen Oxides
NPNS			Normal Purchases and Normal Sales
NRG			NRG Energy, Inc.
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 Clearway, Inc.
PJM			PJM Interconnection, LLC
PPA			Power Purchase Agreement
PTC			Production Tax Credit
PUCT			Public Utility Commission of Texas
PUHCA			Public Utility Holding Company Act of 2005
PURPA			Public Utility Regulatory Policies Act of 1978
QF			Qualifying Facility under PURPA
RA			Resource adequacy
Renewables & Storage			Formerly the Renewables segment
RENOM			Clearway Renewable Operation & Maintenance LLC, a wholly-owned subsidiary of CEG
Rosie Central BESS			Rosie BESS Devco LLC

Rosie South TargetCo			Rosie South TargetCo LLC, a partnership and the indirect owner of Rosamond South I
RPS			Renewable Portfolio Standards
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, the 2032 Senior Notes and the 2034 Senior Notes
SO2			Sulfur Dioxide
SOFR			Secured Overnight Financing Rate
SPP			Solar Power Partners
SREC			Solar Renewable Energy Credit




U.S.			United States of America
Utah Solar Portfolio			Seven utility-scale solar farms located in Utah, representing 530 MW of capacity, which includes Enterprise, Escalante I, Escalante II, Escalante III, Granite Mountain East, Granite Mountain West and Iron Springs
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

Item 1 — Business

General

Clearway Energy LLC, together with its consolidated subsidiaries, or the Company, is an 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 was formed as a Delaware limited liability company on March 5, 2013. The Company is sponsored by Clearway Energy Group LLC, or CEG.

The Company is one of the largest owners of clean energy generation assets in the U.S. The Company’s portfolio comprises approximately 12.9 GW of gross capacity in 27 states, including approximately 10.1 GW of wind, solar and battery energy storage systems, or BESS, and approximately 2.8 GW of dispatchable combustion-based power generation assets included in the Flexible Generation segment that provide critical grid reliability services. In 2025, 98% of the Company’s total generation was attributable to renewable energy and storage assets. Through this environmentally-sound, diversified and primarily contracted portfolio, the Company endeavors to provide its unit holders with stable and growing distributions. The majority of the Company’s revenues are derived from long-term contractual arrangements for the output or capacity from these assets. The weighted average remaining contract duration of the Company’s Renewables & Storage segment offtake agreements was approximately 12 years as of December 31, 2025 based on CAFD. A complete listing of the Company’s interests in operating facilities as of December 31, 2025 can be found in Item 2 — Properties.

The Company is a holding company for the companies that directly and indirectly own and operate Clearway Energy, Inc.’s, or Clearway, Inc., assets. CEG controls Clearway, Inc., and Clearway, Inc. in turn, as the sole managing member of the Company, controls the Company and its subsidiaries. Clearway, Inc. consolidates the results of the Company through its controlling interest, with CEG’s interest shown as contributed capital in the Company’s consolidated financial statements. The holders of Clearway, Inc.’s outstanding shares of Class A and Class C common stock are entitled to dividends as declared. CEG receives its distributions from the Company through its ownership of the Company’s Class B and Class D units. From time to time, CEG may also hold shares of Clearway, Inc.’s Class A and/or Class C common stock.

As of December 31, 2025, CEG owned 42,738,750 of the Company’s Class B units and 41,576,142 of the Company’s Class D units, while Clearway, Inc. owned 34,613,853 of the Company’s Class A units and 84,844,929 of the Company’s Class C units. Clearway, Inc., through its holdings of Class A units and Class C units, owned a 58.62% economic interest in the Company as of December 31, 2025. Additionally, CEG, through its holdings of Class B units and Class D units, owned a 41.38% economic interest in the Company as of December 31, 2025.

The diagram below represents a summarized structure of the Company as of December 31, 2025:

https://cdn.kscope.io/3732509f823839a2f1e8f74cf9e0e89f-Clearway summarized org structure as of 12.31.25.jpg

Business Strategy

The Company’s primary business strategy is to focus on the ownership of assets and growth through investments in or acquisitions of assets that generate predictable, long-term cash flows so that it can continue to grow and expand the business as well as to increase the distributions to Clearway, Inc. over time.

The Company’s plan for executing its business strategy includes the following key components:

Focus on contracted renewable energy and dispatchable combustion-based generation. The Company owns and operates utility scale and distributed renewable energy assets, as well as BESS facilities, and dispatchable combustion-based power generation assets included in the Flexible Generation segment that provide critical grid reliability services. The assets are operated with proven technologies and have generally low operating risks and stable cash flows. The Company believes that by focusing on this core asset class and leveraging its industry knowledge, it will maximize its strategic opportunities, be a leader in operational efficiency and maximize its overall financial performance.

Growing the business through investments in operating power generation assets. The Company believes that its base of operations provides a platform for strategic growth through cash accretive and tax advantaged investments and acquisitions complementary to its existing portfolio and investment in organic cash flow expansion of its own fleet. In addition, the Company may invest in or acquire generation facilities from third parties when it believes its knowledge of the market and operating expertise provides it with a competitive advantage, as well as consummate future investments in, or acquisitions of, assets developed by CEG. The Company believes that CEG’s development expertise provides the Company access to a development platform with an extensive pipeline of potential renewable energy and BESS facilities that are aligned with the Company’s growth objectives. The Company and CEG work collaboratively in considering new assets to be invested in or acquired by the Company. The assets listed below represent the Company’s currently committed investments in facilities:

Asset

Technology

Gross Capacity (MW)

State

Estimated Funding

Deriva Solar Portfolio (a) (b)

Distributed Generation

613

Various

1H26

Goat Mountain Repower

Wind

360

2H27

Mt. Storm Repower

Wind

335

2H26

Rosamond South II

BESS

2H26

San Juan Mesa Repower (b)

Wind

135

2H27

Spindle

BESS

199

2H26

Tuolumne Repower

Wind

137

2H26

(a) Third-party acquisition of operating facilities.

(b) Included in a co-investment partnership.

Primary focus on North America. The Company intends to focus its investments in North America. The Company believes that industry fundamentals in North America offer significant opportunity to grow its portfolio without creating significant exposure to currency or sovereign risk. By focusing its efforts on North America, the Company believes it will best leverage its regional knowledge of power markets, industry relationships and skill sets to maximize its performance.

Maintain sound financial practices to grow the distributions. The Company intends to maintain a commitment to disciplined financial analysis and a balanced capital structure to enable it to increase its distributions over time and serve the long-term interests of its unit holders. The Company’s financial practices include a risk and credit policy focused on transacting with creditworthy counterparties; a financing policy, which focuses on seeking an optimal capital structure through various capital formation alternatives to minimize interest rate and refinancing risks, ensure stable distributions and maximize value.

Competition

Power generation is a capital-intensive business with numerous and diverse industry participants. The Company competes based on the location of its plants, as well as the contract price and terms of individual facilities. Within the power industry, the Company competes with a wide variety of companies with different capabilities, resources and business models, depending on the market. The Company’s competitors for energy supply include utilities and independent power producers. The Company also competes to acquire new facilities with renewable developers who retain ownership of their renewable power plants, independent power producers, financial investors and other downstream power infrastructure owners. Competitive conditions may be substantially affected by capital market conditions and by various forms of energy-related legislation and regulation considered by federal, state and local legislatures and administrative agencies, including tax policy. Such laws and regulations, or changes thereto, may substantially increase the costs of acquiring, constructing and operating facilities, and it could be difficult for the Company to adapt to and operate under such laws and regulations.

Competitive Strengths

Stable, high quality cash flows. The Company’s facilities have a stable, predictable cash flow profile consisting of long-life electric generation assets that primarily sell electricity under long-term fixed priced contracts or pursuant to regulated rates with investment-grade and certain other creditworthy counterparties. The majority of the Company’s facilities have minimal fuel risk, as the Renewables & Storage facilities have no fuel costs, however, the Company’s merchant assets included in the Flexible Generation segment need to procure their own fuel. The offtake agreements within the Company’s Renewables & Storage segment have a weighted-average remaining duration, based on CAFD, of approximately 12 years as of December 31, 2025, which contributes to long-term cash flow stability. The Company’s offtake agreements with counterparties for whom credit ratings are available have a weighted-average Moody’s rating of Baa1 based on rated capacity under contract. Additionally, because all of the Company’s assets are located in the U.S., they are not exposed to currency or repatriation risks.

Environmentally well-positioned portfolio of assets. The Company’s portfolio includes approximately 10.1 gross GW of installed wind, solar and BESS assets that are predominantly non-emitting sources of power generation. Additionally, the Company’s assets within the Flexible Generation segment that are located in California consist of efficient gas generation facilities that support electric system reliability. The Company does not expect to incur any significant capital expenditures in the foreseeable future to comply with current environmental regulations applicable to its generation assets. Taken as a whole, the Company believes it will be a net beneficiary of growing energy demand and market support for the types of assets that the Company operates and acquires.

High quality, long-lived assets with low operating and capital requirements. The Company benefits from a portfolio of relatively newer assets. The Company’s assets are largely comprised of proven and reliable technologies, provided by leading original wind, solar and BESS equipment manufacturers. Given the nature of the portfolio, which includes a substantial number of wind, solar and BESS facilities, with relatively low operating and maintenance costs, the Company expects to maintain high fleet availability and expend modest maintenance-related capital expenditures.

Significant scale and diversity. The Company’s portfolio comprises approximately 12.9 GW of gross capacity in 27 states, including approximately 10.1 GW of wind, solar and BESS and approximately 2.8 GW of dispatchable combustion-based power generation providing critical grid reliability services. The Company’s contracted assets included in the Renewables & Storage and Flexible Generation segments benefit from significant diversification in terms of technology, fuel type, counterparty and geography. The Company believes its scale and access to best practices across the fleet improves its business development opportunities through enhanced industry relationships, reputation and understanding of regional power market dynamics. Furthermore, the Company’s diversification reduces its operating risk profile and reliance on any single market.

Relationship with CEG as sponsor. The Company believes that its relationship with CEG provides significant benefits given CEG’s highly capable renewable development and operations platform that is aligned to support the Company’s growth. CEG has strong capabilities in capital formation, power origination, procurement, construction, business development, asset management, operations and maintenance and related commercial functions, all of which help to safeguard and optimize the value of the Company’s business and operating fleet.

Segment Review

The following tables summarize the Company’s operating revenues, net income (loss) and assets by segment, as discussed in Item 15 — Note 12, Segment Reporting.


	Year ended December 31, 2025
(In millions)	Flexible Generation		Renewables & Storage		Corporate		Total
Operating revenues	$	291	$	1,138	$	—	$	1,429

Net income (loss)	40		(58)		(153)		(171)
Total assets	1,803		14,557		84		16,444


	Year ended December 31, 2024
(In millions)	Flexible Generation		Renewables & Storage		Corporate		Total
Operating revenues	$	342	$	1,029	$	—	$	1,371

Net income (loss)	64		31		(128)		(33)
Total assets	1,933		12,236		151		14,320


	Year ended December 31, 2023
(In millions)	Flexible Generation		Renewables & Storage		Corporate		Total
Operating revenues	$	420	$	894	$	—	$	1,314

Net income (loss)	109		(12)		(110)		(13)

Policy Incentives

U.S. federal, state and local governments have established various policy incentives to support the development, financing, ownership and operation of renewable energy facilities. These incentives include PTCs, ITCs, accelerated tax depreciation, cash grants, tax abatements and RPS programs which have the effect of decreasing the costs and risks associated with developing and operating such facilities or creating demand for renewable energy assets. In particular,

•Owners of wind facilities are eligible to claim the PTC, or an ITC in lieu of the PTC, provided that certain requirements are met. Similarly, owners of solar facilities are eligible to claim the ITC or, for facilities placed in service after August 16, 2022, either the ITC or, in lieu thereof, a PTC, provided certain requirements are met. Additionally, owners of BESS facilities are eligible to claim the ITC for facilities placed in service after December 31, 2022, provided certain requirements are met. The PTC is an annual credit that is based on the amount of electricity sold by the facility during the first ten years after the facility is first placed in service. The ITC is a one-time credit that is based on a percentage of the cost of the facility and is claimed for the tax year in which the facility is first placed in service. Depending on the type of taxpayer, the PTC or ITC may be sold to an unrelated third party for cash. In order to qualify for the full amount of these credits in the case of facilities whose construction began on or after January 28, 2023, certain prevailing wage and apprenticeship requirements generally must be satisfied. For facilities that begin construction after December 31, 2024, the PTC and ITC will no longer apply and such facilities may instead be eligible for the clean electricity production credit or clean electricity investment credit, respectively. In order to qualify for these new credits, the facility’s GHG emissions cannot be greater than zero. Moreover, pursuant to legislation enacted July 4, 2025, 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 these credits and the percentage of components in the facility manufactured by foreign entities of concern cannot exceed a specified percentage.

•Pursuant to the U.S. federal Modified Accelerated Cost Recovery System, or MACRS, wind, solar and BESS facilities have generally been depreciable for tax purposes over a five-year period (before applying certain conventions), even though the useful life of such facilities is generally much longer than five years. However, pursuant to federal tax legislation enacted on July 4, 2025, in certain cases, facilities as to which construction begins after 2024 will no longer be depreciable over a five-year period; instead, their cost will be recovered over a seven-year period. Under the same legislation, immediate 100% expensing is also permanently available for such property.

•RPS programs, currently in place in certain states and territories, require electricity providers in the state or territory to meet a certain percentage of their retail sales with energy from renewable sources. Additionally, other states in the U.S. have set renewable energy goals to reduce GHG emissions from historic levels. The Company believes that these standards and goals will create incremental demand for renewable energy in the future.

The elimination of, loss of, reduction in, or the addition of stricter eligibility requirements for the business tax credits and incentives discussed above could decrease the attractiveness of renewable energy facilities to developers, including, but not limited to, CEG, which could reduce the Company’s acquisition or development opportunities. Such an elimination, loss or reduction could also reduce the Company’s willingness to pursue or develop certain renewable energy facilities due to higher operating costs or decreased revenues under its PPAs. However, these changes (i) are not anticipated to have an adverse impact on the anticipated pipeline of facilities that are being developed by the Company’s sponsor, CEG, through at least 2030 and (ii) did not impact the operation of facilities owned by the Company.

Regulatory Matters

As owners of power plants and participants in wholesale energy markets, certain of the Company’s subsidiaries are subject to regulation by various federal and state government agencies. These agencies include FERC and the PUCT, as well as other public utility commissions in certain states where the Company’s assets are located. Each of the Company’s U.S. generating facilities qualifies as an EWG or QF. In addition, the Company is subject to the market rules, procedures and protocols of the various ISO and RTO markets in which it participates. Likewise, certain of the Company’s subsidiaries must also comply with the mandatory reliability requirements imposed by NERC and the regional reliability entities in the regions where the Company has generating facilities subject to NERC’s reliability authority. The Company’s operations within the ERCOT footprint are not subject to rate regulation by FERC, as they are deemed to operate solely within the ERCOT market and not in interstate commerce. These operations are subject to regulation by PUCT. Similarly, the Company’s operations within Hawaii are not subject to rate regulation by FERC, as they are deemed to operate solely within the State of Hawaii and not in interstate commerce.

FERC

FERC, among other things, regulates the transmission and the wholesale sale of electricity in interstate commerce under the authority of the FPA. The transmission and sale of electric energy occurring wholly within ERCOT and Hawaii is not subject to FERC’s jurisdiction. Under existing regulations, FERC has the authority to determine whether an entity owning a generation facility is an EWG, as defined in the PUHCA. FERC also has the authority to determine whether a generation facility meets the applicable criteria of a QF under the PURPA. Each of the Company’s U.S. generating facilities qualifies as either an EWG or QF.

The FPA gives FERC exclusive rate-making jurisdiction over the wholesale sale of electricity and transmission of electricity in interstate commerce of public utilities (as defined by the FPA). Under the FPA, FERC, with certain exceptions, regulates owners and operators of facilities used for the wholesale sale of electricity or transmission in interstate commerce as public utilities, and is charged with ensuring that market rules are just and reasonable.

Public utilities are required to obtain FERC’s acceptance, pursuant to Section 205 of the FPA, of their rate schedules for the wholesale sale of electricity. Several of the Company’s QF generating facilities and all of the Company’s non-QF generating facilities located in the U.S. outside of ERCOT and Hawaii make sales of electricity pursuant to market-based rates, as opposed to traditional cost-of-service regulated rates. FERC conducts a review of the market-based rates of Company public utilities and potential market power every three years according to a regional schedule established by FERC.

In accordance with the Energy Policy Act of 2005, FERC has approved the NERC as the national Energy Reliability Organization, or ERO. As the ERO, NERC is responsible for the development and enforcement of mandatory reliability standards for the wholesale electric power system, with such authority delegated in part to regional reliability entities charged with enforcement of mandatory reliability standards for the region which they are responsible for overseeing.

The PURPA was passed in 1978 in large part to promote increased energy efficiency and development of independent power producers. The PURPA created QFs to further both goals, and FERC is primarily charged with administering the PURPA as it applies to QFs. QFs are exempt from certain regulations under the FPA.

The PUHCA provides FERC with certain authority over and access to books and records of public utility holding companies and companies within the public utility holding company systems. The Company is not required to comply with the accounting, record retention and reporting requirements promulgated by FERC pursuant to the PUHCA.

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 has recently shifted at the federal level. To the extent that proposed legislation and new or revised regulations restrict or otherwise impact the Company’s operations, the proposed legislation and regulations could have a negative impact on the Company’s financial performance.

EPA GHG Rulemaking and Proposals — In March 2025, a Joint Resolution of Disapproval under the Congressional Review Act was signed which prohibited the EPA’s November 2024 Waste Emissions Charge rules from taking effect. Federal tax legislation enacted on July 4, 2025 postponed the EPA’s imposition of the Waste Emissions Charge to 2034. On July 29, 2025, the EPA issued an interim final rule extending several compliance deadlines associated with the strict new methane rules for the oil and gas industry that were published in March 2024 and took effect in May 2024. In December 2025, the EPA issued a final rule extending these compliance deadlines associated with its 2024 methane rules. On September 16, 2025, the EPA announced a proposal to end the Greenhouse Gas Reporting Program for all sectors except petroleum and natural gas systems (excluding reporting for natural gas distribution). Reporting for petroleum and natural gas systems under the Greenhouse Gas Reporting Program would be deferred until 2034 under the proposal. On February 12, 2026, the EPA announced the repeal of its 2009 “Endangerment Finding” under the Clean Air Act, which found that GHGs endanger the public health and welfare of current and future generations and emissions of GHGs from motor vehicles contribute to GHG pollution. The Endangerment Finding formed the EPA’s legal authority to regulate GHG emissions from motor vehicles, but the repeal calls into question the EPA’s authority to regulate GHGs not just from motor vehicles, but from all regulated sources, as well as the EPA’s prior scientific assessment of climate change risks. Litigation regarding the repeal is anticipated and it is unclear how the repeal will impact the EPA’s regulation of GHG emissions generally going forward. The move away from the federal regulation of GHGs and the repeal of the Endangerment Finding mark a significant shift in federal climate policy.

Changes to NEPA — In February 2025, the White House Council on Environmental Quality, or CEQ, sent NEPA Implementation Guidance to the heads of federal department and agencies to expedite and simplify the permitting process pursuant to Executive Order 14154, “Unleashing American Energy.” In the same month, CEQ issued an interim final rule removing its regulations implementing NEPA from the Code of Federal Regulations, which rule was finalized in January 2026. On May 29, 2025, the U.S. Supreme Court issued a decision in Seven County Infrastructure Coalition v. Eagle County, Colorado limiting the scope of upstream and downstream effects agencies must consider in NEPA reviews and clarifying that courts must afford agencies “substantial judicial deference” in NEPA cases. In July 2025, federal tax legislation added Section 112 to NEPA, which provides for expedited environmental reviews for a fee under NEPA, and the U.S. Army Corps of Engineers, FERC and the Departments of Energy, Interior, Transportation, Agriculture and Defense released updates to their regulations and procedures implementing NEPA to speed up permitting and streamline environmental reviews.

Federal Endangered Species Act Legislation and Regulations — In November 2025, the U.S. Fish and Wildlife Service proposed four rules, two of which were jointly issued with the National Marine Fisheries Service, which amend the federal Endangered Species Act, or ESA, regulations. The proposed rules revise the prior administration’s 2024 regulations under the ESA and revert to the 2019 and 2020 regulations regarding listing, delisting and critical habitat determinations, pursuant to Executive Order 14154, “Unleashing American Energy,” and the U.S. Department of Interior Secretary’s Order 3418 (implementing EO 14154).

Federal Eagle Incidental Take Permit Rule — On September 30, 2022, FWS published in the Federal Register a draft rule revising the eagle incidental take permit program. Comments on the revised rule continued to be accepted during 2023. The final eagle incidental take permit rule was published in the Federal Register on February 12, 2024, and became effective on April 13, 2024. The final rule provided expedited eagle take permitting and a lower cost pathway to permit issuance for many wind facilities but not all. Facility-specific permits will still be required for some facilities. In August 2025, DOI began auditing the eagle take permit program and eagle take permits for wind projects issued prior to January 2025 as part of the DOI’s implementation of Executive Order 14315 “Ending Market Distorting Subsidies for Unreliable, Foreign-Controlled Energy Sources” and DOI’s memorandum “Ensuring Compliance with the Bald and Gold Eagle Protection Act and Executive Order 14315.”

Federal MBTA Incidental Take Legislation and Regulations — On April 11, 2025, citing executive order “Unleashing American Energy,” the U.S. Department of the Interior, or DOI, issued a legal opinion repealing opinion M-37065, which was issued during the prior administration and specified that the MBTA prohibits both intentional and incidental take of migratory birds, and restoring opinion M-37050, which was issued during the first Trump administration and specifies that only intentional take of migratory birds is prohibited. On July 29, 2025, DOI announced a policy measure to review whether avian mortality rates associated with the development of wind energy facilities located in migratory flight paths qualify as “incidental” takings of birds under the MBTA and related laws, and to determine the appropriate approach to permitting these activities, identifying violations of the applicable statutes and related penalties.

California Climate Disclosure Laws — In September 2023, the California State Assembly passed landmark climate disclosure laws (SB 253 and SB 261, as amended by SB 219). These laws require large companies "doing business in California" to provide annual reporting of Scope 1, 2 and 3 GHG emissions to the state (SB 253) and the biennial disclosure of climate-related financial risks and mitigation (SB 261). The initial reporting of Scope 1 and 2 emissions under SB 253 is due August 10, 2026, and the reporting of Scope 3 emissions is set to begin in 2027. The biennial disclosure under SB 261 was originally due on January 1, 2026, however, on November 18, 2025, enforcement of SB 261 was stayed due to a preliminary injunction from the Ninth Circuit Court of Appeals. Litigation regarding both laws remains ongoing. The Company has prepared to comply with these new state requirements.

Local California Air District Rules — Air districts, including the San Diego Air Pollution Control District, have recently proposed and/or updated new source review permitting requirements, including to incorporate public notice requirements as well as updates to programs addressing toxic air contaminants. Rulemaking in the Los Angeles Air Basin, as regulated by South Coast Air Quality Management District, or SCAQMD, continues to update command-and-control regulations that limit NOx emissions for stationary sources in preparation for sunsetting SCAQMD’s Regional Clean Air Market, or RECLAIM, cap and trade program in the next few years. The Company’s facilities in the Flexible Generation segment meet the district’s existing and proposed amendments to command-and-control regulations. Proposed updates to local California Air District Rules are not expected to affect the operations nor compliance of the Company’s facilities.

Customers

The Company sells its electricity and environmental attributes, including RECs, primarily to customers located across 27 states under contractual arrangements. The Company’s customer base includes 38 local utilities and 26 commercial and industrial customers delivered through its utility-scale generation fleet, as well as thousands of additional customers for products delivered from its distributed solar fleet. During the year ended December 31, 2025, the Company’s largest customers as a percentage of consolidated revenue were SCE and PG&E, which represented approximately 22% and 16%, respectively, with the next five largest customers representing a total of approximately 26% of consolidated revenue.

Human Capital

Effective January 1, 2025, the Company effected a reorganization pursuant to which all of the employees of the Company transferred to CEG. As a result, the Company does not have employees of its own and instead depends solely on the services provided by or under the direction of CEG under the CEG Master Services Agreement to carry out its operations. The Company directly bears all labor costs for certain employees of CEG who perform work on behalf of the Company. The Company also depends upon personnel of CEG for the provision of asset management, administration and O&M services.

In addition to the personnel of CEG, the Company relies on other third-party service providers in the daily operations of its facilities in the Flexible Generation segment, as well as certain renewable facilities.

The Company, together with CEG, focuses on attracting, developing and retaining a team of highly talented and motivated employees. CEG seeks to attract and retain employees with industry experience and relevant skills to support operations, which in certain areas requires specific professional or technical skills and experience. CEG’s programs to attract and recruit qualified candidates focus on identifying qualified candidates from a variety of backgrounds with the requisite skills and experience to bring value to the Company. CEG regularly conducts assessments of its compensation and benefit practices and pay levels to help ensure that staff members are compensated equitably and competitively. CEG devotes extensive resources to staff development and training, including tuition assistance for career-enhancing academic and professional programs. CEG utilizes various programs for developing and retaining employees that focus on employee engagement and belonging, as well as continuing education. Employee performance is measured in part based on goals that are aligned with the Company’s annual objectives.

CEG is committed to maintaining a workplace that acknowledges, encourages and values its employees as individuals. The Company and CEG believe that individual differences, experiences, and strengths enrich a company’s culture and help it better understand the needs of its customers and the communities in which it operates.

Environmental, Social and Governance (ESG)

The Company is committed to engaging with its stakeholders on environmental, social and governance, or ESG, matters in a proactive, holistic and integrated manner. The Company strives to provide recent, credible and comparable data to investors around ESG issues and to comply with ESG disclosure requirements. Clearway, Inc.’s Board of Directors reviews developing trends and emerging ESG matters as well as the Company’s strategies, activities, policies and communications regarding ESG matters, and reviews and considers potential actions the Company could take regarding ESG matters.

Aligned with the Company’s strategy of owning and acquiring environmentally-sound assets, in 2025, approximately 91% of the Company’s total operating revenues were not tied to the dispatch of power generation emitting GHGs. This non-GHG emitting operating revenue included renewable energy generation and grid reliability services in the Company’s Renewables & Storage segment and grid reliability services in the Flexible Generation segment at the El Segundo, Marsh Landing and Walnut Creek facilities. Excluding the Carlsbad facility, which is currently under a long-term tolling agreement whereby the Company does not control the dispatch of the facility, in 2025, approximately 97% of the Company’s total operating revenues were not tied to the dispatch of power generation emitting GHGs.

Also in 2025, 98% of the Company’s total generation was attributable to renewable energy and storage assets. The Company has also issued $2,725 million of corporate green bonds under a green bond framework that applies the net proceeds to finance or refinance, in part or in full, new and existing facilities and assets meeting certain criteria focused on the supply of energy from renewable resources, including solar energy and wind energy, which includes the 2034 Senior Notes that were issued on January 13, 2026, as further described in Item 15 — Note 10, Long-term Debt.

Available Information

The Company’s annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to section 13(a) or 15(d) of the Exchange Act are available free of charge through the SEC’s website, www.sec.gov, and through the “Investor Relations” section of Clearway, Inc.’s website, www.clearwayenergy.com, as soon as reasonably practicable after they are electronically filed with, or furnished to, the SEC. The Company also routinely posts press releases, presentations, webcasts, and other information regarding the Company on Clearway, Inc.’s website. The information posted on Clearway, Inc.’s website is not a part of this report.

Item 1A — Risk Factors

Summary of Risk Factors

The Company’s business is subject to numerous risks and uncertainties, discussed in more detail in the following section. These risks include, among others, the following key risks:

Risks Related to the Company’s Business

•The Company’s ability to grow and make investments or acquisitions through cash on hand is limited.

•The Company may not be able to effectively identify or consummate any future investments or acquisitions on favorable terms, or at all, and future investments or acquisitions may not be accretive as a result of incorrect assumptions in the Company’s evaluation of such investments or acquisitions, unforeseen consequences or other external events beyond the Company’s control.

•Counterparties to the Company’s offtake agreements may not fulfill their obligations and, as the contracts expire or terminate, the Company may not be able to replace them with agreements on similar terms, or at all.

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

•The Company’s indebtedness could adversely affect its ability to raise additional capital to fund the Company’s operations or pay distributions.

•The operation of electric generation facilities depends on suitable meteorological conditions and involves significant risks and hazards customary to the power industry that could have a material adverse effect on the Company’s business, financial condition, results of operations and cash flows. These facilities may operate without long-term power sales agreements.

•Maintenance, expansion and refurbishment of electric generation facilities involve significant risks that could result in unplanned power outages or reduced output.

•Supplier concentration at certain of the Company’s facilities and the inability of suppliers to meet their obligations may expose the Company to significant financial credit or performance risks.

•The Company currently owns, and in the future may acquire, certain assets in which the Company has limited control over management decisions and its interests in such assets may be subject to transfer or other related restrictions.

•The Company is exposed to risks inherent in the use of interest rate swaps and energy-related financial instruments. The Company may be exposed to additional risks in the future if it utilizes other derivative instruments.

•The Company does not own all of the land on which its facilities are located, which could result in disruption to its operations. The Company’s use and enjoyment of real property rights for its facilities may be adversely affected by the rights of lienholders and leaseholders that are superior to those of the grantors of those real property rights to the Company.

•The Company’s businesses are subject to physical, market and economic risks relating to potential effects of climate change and public and governmental initiatives to address climate change.

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

•The operation of the Company’s businesses is subject to cyber-based security and integrity risk.

•The Company relies on electric distribution and transmission facilities that it does not own or control and that are subject to transmission constraints within a number of the Company’s regions. If these facilities fail to provide the Company with adequate transmission capacity, it may be restricted in its ability to deliver electric power to its customers and may either incur additional costs or forego revenues.

•The Company’s costs, results of operations, financial condition and cash flows could be adversely impacted by the disruption of the fuel supplies necessary to generate power at its facilities in the Flexible Generation segment.

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

•The Company may potentially be adversely affected by emerging technologies that may over time impact capacity markets and the energy industry overall.

•The Company has identified a material weakness in its internal control over financial reporting related to hypothetical liquidation at book value (HLBV) accounting that, if not properly remediated, could adversely affect its business and results of operations.

Risks Related to the Company’s Relationship with CEG

•CEG exercises substantial influence over the Company, and the Company is highly dependent on CEG.

•CEG controls the Company and has the ability to designate a majority of the members of Clearway, Inc.’s Board of Directors.

•The Company may not be able to consummate future acquisitions from CEG.

•The Company may be unable to terminate the CEG Master Services Agreement, in certain circumstances.

•If CEG terminates the CEG Master Services Agreement or defaults in the performance of its obligations under the agreement, the Company may be unable to contract with a substitute service provider on similar terms, or at all.

Risks Related to Regulation

•The Company’s business is subject to restrictions resulting from environmental, health and safety laws and regulations.

•The electric generation business is subject to substantial governmental regulation, including environmental laws, and may be adversely affected by changes in laws or regulations, as well as liability under, or any future inability to comply with, existing or future regulations or other legal requirements.

•The Company’s business is subject to complex and evolving U.S. laws and regulations regarding privacy and data protection.

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

•Changes in U.S. foreign trade policies may have a material adverse effect the Company’s business, operations and financial condition.

•The Company’s ability to comply with tax laws and policies may depend on its contractual arrangements and information provided by third parties and may require significant resources.

Risks Related to the Company’s Business

Pursuant to the Company’s cash distribution policy, the Company intends to distribute a significant amount of the CAFD through regular quarterly distributions, and the Company’s ability to grow and make investments and acquisitions through cash on hand is limited.

The Company expects to distribute a significant amount of the CAFD each quarter and to rely primarily upon external financing sources, including the issuance of debt and equity securities and, if applicable, borrowings under the Company’s revolving credit facility to fund investments, acquisitions and growth capital expenditures. The Company may be precluded from pursuing otherwise attractive investments or acquisitions if the projected short-term cash flow from the investment or acquisition is not adequate to service the capital raised to fund the investment or acquisition, after giving effect to the Company’s available cash reserves. The incurrence of bank borrowings or other debt by Clearway Energy Operating LLC or by the Company’s operating subsidiaries to finance the Company’s growth strategy will result in increased interest expense and the imposition of additional or more restrictive covenants, which, in turn, may impact the cash distributions the Company makes to Clearway, Inc. and CEG.

The Company may not be able to effectively identify or consummate any future investments or acquisitions on favorable terms, or at all, and future investments or acquisitions may not be accretive as a result of incorrect assumptions in the Company’s evaluation of such investments or acquisitions, unforeseen consequences or other external events beyond the Company’s control.

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

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

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

Counterparties to the Company’s offtake agreements may not fulfill their obligations and, as the contracts expire or terminate, the Company may not be able to replace them with agreements on similar terms, or at all.

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

If, for any reason, any of the purchasers of power under these agreements are unable or unwilling to fulfill their related contractual obligations or if they refuse to accept delivery of power delivered thereunder or if they otherwise terminate such agreements prior to the expiration thereof, the Company’s assets, liabilities, business, financial condition, results of operations and cash flows could be materially and adversely affected. Furthermore, to the extent any of the Company’s power purchasers are, or are controlled by, governmental entities, the Company’s facilities may be subject to legislative or other political action that may impair their contractual performance.

The power generation industry is characterized by intense competition and the Company’s electric generation assets encounter competition from utilities, industrial companies and independent power producers, in particular with respect to uncontracted output. In recent years, increasing competition among generators for offtake agreements has contributed to variability in electricity prices in certain markets. As a result, when an existing offtake agreement expires or is terminated, the Company may not be able to secure a replacement agreement on comparable terms and conditions, and the pricing under any such replacement agreement may vary significantly from the expired or terminated agreement, potentially impacting the profitability of the related facility. In addition, the Company’s competitors may be able to respond more quickly to evolving standards or customer requirements or adopt more advanced technology that reduces their production costs, resulting in their ability to compete for, or secure favorable terms in, offtake agreement renewals. If the Company is unable to replace an expiring or terminated offtake agreement, the affected facility may temporarily or permanently cease operations. External events, such as a severe economic downturn or force majeure events, could also impair the ability of some counterparties to the Company’s offtake agreements and other customer agreements to pay for energy and/or other products and services received.

The Company’s inability to enter into new or replacement offtake agreements or to compete successfully against current and future competitors in the markets in which the Company operates could have a material adverse effect on the Company’s business, financial condition, results of operations and cash flows.

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

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

The Company’s indebtedness could adversely affect its ability to raise additional capital to fund the Company’s operations or pay distributions. It could also expose the Company to the risk of increased interest rates and limit the Company’s ability to react to changes in the economy or the Company’s industry as well as impact the Company’s results of operations, financial condition and cash flows.

As of December 31, 2025, the Company had approximately $8,680 million of total consolidated indebtedness, $6,188 million of which was incurred by the Company’s non-guarantor subsidiaries. In addition, the Company’s share of its unconsolidated affiliates’ total indebtedness and letters of credit outstanding as of December 31, 2025, totaled approximately $259 million and $42 million, respectively (calculated as the Company’s unconsolidated affiliates’ total indebtedness as of such date multiplied by the Company’s percentage membership interest in such assets).

The Company’s substantial debt could have important negative consequences on the Company’s financial condition, including:

•increasing the Company’s vulnerability to general economic and industry conditions;

•requiring a substantial portion of the Company’s cash flow from operations to be dedicated to the payment of principal and interest on the Company’s indebtedness, therefore reducing the Company’s ability to pay distributions to Clearway, Inc. and CEG or to use the Company’s cash flow to fund its operations, capital expenditures and future business opportunities;

•limiting the Company’s ability to enter into long-term power sales or fuel purchases which require credit support;

•limiting the Company’s ability to fund operations or future investments or acquisitions;

•restricting the Company’s ability to make certain distributions to Clearway, Inc. and CEG and the ability of the Company’s subsidiaries to make certain distributions to it, in light of restricted payment and other financial covenants in the Company’s credit facilities and other financing agreements;

•exposing the Company to the risk of increased interest rates because certain of the Company’s borrowings, which may include borrowings under the Company’s revolving credit facility, are at variable rates of interest;

•limiting the Company’s ability to obtain additional financing for working capital including collateral postings, capital expenditures, debt service requirements, investments, acquisitions and general corporate or other purposes; and

•limiting the Company’s ability to adjust to changing market conditions and placing it at a competitive disadvantage compared to the Company’s competitors who have less debt.

The Company’s revolving credit facility contains financial and other restrictive covenants that limit the Company’s ability to return capital to unit holders or otherwise engage in activities that may be in the Company’s long-term best interests. The Company’s inability to satisfy certain financial covenants could prevent the Company from paying cash distributions, and the Company’s failure to comply with those and other covenants could result in an event of default which, if not cured or waived, may entitle the related lenders to demand repayment or enforce their security interests, which could have a material adverse effect on the Company’s business, financial condition, results of operations and cash flows. In addition, failure to comply with such covenants may entitle the related lenders to demand repayment and accelerate all such indebtedness.

The agreements governing the Company’s facility-level financing contain financial and other restrictive covenants that limit the Company’s operating subsidiaries’ ability to make distributions to the Company or otherwise engage in activities that may be in the Company’s long-term best interests. The facility-level financing agreements generally prohibit distributions from the operating subsidiaries to the Company unless certain specific conditions are met, including the satisfaction of certain financial ratios. The Company’s inability to satisfy certain financial covenants may prevent cash distributions by the particular operating subsidiary to it, and the Company’s failure to comply with those and other covenants could result in an event of default which, if not cured or waived, may entitle the related lenders to demand repayment or enforce their security interests, which could have a material adverse effect on the Company’s business, results of operations and financial condition. In addition, failure to comply with such covenants may entitle the related lenders to demand repayment and accelerate all such indebtedness. If the Company is unable to make distributions from the Company’s operating subsidiaries, it would likely have a material adverse effect on the Company’s ability to pay distributions to Clearway, Inc. and CEG.

Letter of credit facilities to support contractual obligations of operating subsidiaries generally have a limited term that may require future renewal, at which time the Company or relevant operating subsidiary will need to satisfy applicable financial ratios and covenants. If the Company is unable to renew the Company’s letters of credit as expected or replace them with letters of credit under different facilities on favorable terms or at all, the Company may experience a material adverse effect on its business, financial condition, results of operations and cash flows. Furthermore, such inability may constitute a default under certain facility-level financing arrangements, restrict the ability of the operating subsidiary to make distributions to it and/or reduce the amount of cash available at such subsidiary to make distributions to the Company.

In addition, the Company’s ability to arrange financing, either at the corporate level or at a non-recourse operating subsidiary, and the costs of such capital, are dependent on numerous factors, including:

•general economic and capital market conditions;

•credit availability from banks and other financial institutions;

•investor confidence in the Company, Clearway, Inc. (as the Company’s sole managing member) and CEG, Clearway, Inc.’s sole managing member and principal stockholder;

•investor confidence in the regional wholesale power markets;

•the Company’s financial performance and the financial performance of the Company subsidiaries;

•the Company’s level of indebtedness and compliance with covenants in debt agreements;

•maintenance of acceptable credit ratings or credit quality;

•cash flow; and

•provisions of tax and securities laws that may impact raising capital.

The Company may not be successful in obtaining additional capital for these or other reasons. Furthermore, the Company may be unable to refinance or replace facility-level financing arrangements or other credit facilities on favorable terms or at all upon the expiration or termination thereof. The Company’s failure, or the failure of any of the Company’s facilities, to obtain additional capital or enter into new or replacement financing arrangements when due may constitute a default under such existing indebtedness and may have a material adverse effect on the Company’s business, financial condition, results of operations and cash flows.

Certain of the Company’s long-term bilateral contracts result from state-mandated procurements and could be declared invalid by a court of competent jurisdiction.

A portion of the Company’s revenues are derived from long-term bilateral contracts with utilities that are regulated by their respective states and have been entered into pursuant to certain state programs. Certain long-term contracts that other companies have with state-regulated utilities have been challenged in federal court and have been declared unconstitutional on the grounds that the rate for energy and capacity established by the contracts impermissibly conflicts with the rate for energy and capacity established by FERC pursuant to the FPA. If certain of the Company’s state-mandated agreements with utilities are ever held to be invalid or unenforceable due to the financial conditions or other conditions of such utility, the Company may be unable to replace such contracts, which could have a material adverse effect on the Company’s business, financial condition, results of operations and cash flows.

The generation of electric energy from solar and wind energy sources depends heavily on suitable meteorological conditions.

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

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

Operation of electric generation facilities involves significant risks and hazards customary to the power industry that could have a material adverse effect on the Company’s business, financial condition, results of operations and cash flows.

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

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

The Company’s facilities may operate, wholly or partially, without long-term power sales agreements.

The Company’s facilities may operate without long-term power sales agreements for some or all of their generating capacity and output and therefore be exposed to market fluctuations. Without the benefit of long-term power sales agreements for the facilities, the Company cannot be sure that it will be able to sell any or all of the power generated by the facilities at economic rates or that the facilities will be able to operate profitably. This could lead to less predictable revenues, future impairments of the Company’s property, plant and equipment or to the closing of certain of its facilities, resulting in economic losses and liabilities, which could have a material adverse effect on the Company’s results of operations, financial condition or cash flows.

Maintenance, expansion and refurbishment of electric generation facilities involve significant risks that could result in unplanned power outages or reduced output.

The Company’s facilities may require periodic upgrading and improvement. Any unexpected operational or mechanical failure, including failure associated with breakdowns and forced outages, could reduce the Company’s facilities’ generating capacity below expected levels, reducing the Company’s revenues and jeopardizing the Company’s ability to pay distributions to Clearway, Inc. and CEG at expected levels or at all. Degradation of the performance of the Company’s solar facilities above levels provided for in the related offtake agreements may also reduce the Company’s revenues. Unanticipated capital expenditures associated with maintaining, upgrading or repairing the Company’s facilities may also reduce profitability.

If the Company makes any major modifications to its facilities in the Flexible Generation segment, it may be required to install the best available control technology or to achieve the lowest achievable emission rates as such terms are defined under the new source review provisions of the Clean Air Act in the future. Any such modifications could result in substantial additional capital expenditures. The Company may also choose to repower, refurbish or upgrade its facilities based on its assessment that such activity will provide adequate financial returns. Such facilities require time for development and capital expenditures before commencement of commercial operations, and key assumptions underpinning a decision to make such an investment may prove incorrect, including assumptions regarding construction costs, timing, available financing and future fuel and power prices. These events could have a material adverse effect on the Company’s business, financial condition, results of operations and cash flows.

Supplier concentration at certain of the Company’s facilities and the inability of suppliers to meet their obligations may expose the Company to significant financial credit or performance risks.

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

The failure of any supplier to fulfill its contractual obligations to the Company could have a material adverse effect on its financial results. Consequently, the financial performance of the Company’s facilities is dependent on the credit quality of, and continued performance by, the Company’s suppliers and vendors.

The Company currently owns, and in the future may acquire, certain assets in which the Company has limited control over management decisions and its interests in such assets may be subject to transfer or other related restrictions.

As described in Item 15 — Note 5, Investments Accounted for by the Equity Method and Variable Interest Entities, the Company has limited control over the management and operation of certain of its assets, because the Company does not beneficially own all of the membership interests in such assets. The Company may seek to acquire additional assets in which it owns less than all of the related membership interests in the future. In these investments, the Company will seek to exert a degree of influence with respect to the management and operation of assets in which it owns less than all of the membership interests by negotiating to obtain positions on management committees or to receive certain limited governance rights, such as rights to veto significant actions. However, the Company may not always succeed in such negotiations. The Company may be dependent on its co-venturers to operate such assets. The Company’s co-venturers may not have the level of experience, technical expertise, human resources management and other attributes necessary to operate these assets optimally. In addition, conflicts of interest may arise in the future between the Company and its unit holders, on the one hand, and the Company’s co-venturers, on the other hand, where the Company’s co-venturers’ business interests are inconsistent with the interests of the Company and its unit holders. Further, disagreements or disputes between the Company and its co-venturers could result in litigation, which could increase expenses and potentially limit the time and effort the Company’s officers and directors are able to devote to the business.

The approval of co-venturers may also be required for the Company to receive distributions of funds from assets or to sell, pledge, transfer, assign or otherwise convey its interest in such assets, or for the Company to acquire CEG’s interests in such co-ventures as an initial matter. Alternatively, the Company’s co-venturers may have rights of first refusal or rights of first offer in the event of a proposed sale or transfer of the Company’s interests in such assets. These restrictions may limit the price or interest level for interests in such assets, in the event the Company wants to sell such interests.

Furthermore, certain of the Company’s facilities are operated by third-party operators. To the extent that third-party operators do not fulfill their obligations to manage operations of the facilities or are not effective in doing so, the amount of CAFD may be adversely affected.

The Company is exposed to risks inherent in the use of interest rate swaps and energy-related financial instruments. The Company may be exposed to additional risks in the future if it utilizes other derivative instruments.

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

The Company does not own all of the land on which its facilities are located, which could result in disruption to its operations.

The Company does not own all of the land on which its facilities are located, and the Company is, therefore, subject to the possibility of less desirable terms and increased costs to retain necessary land use if it does not have valid leases or rights-of-way or if such rights-of-way lapse or terminate. Although the Company has obtained rights to construct and operate these assets pursuant to related lease arrangements, the rights to conduct those activities are subject to certain exceptions, including the term of the lease arrangement. The Company is also at risk of condemnation on land it owns. The loss of these rights, through the Company’s inability to renew right-of-way contracts, condemnation or otherwise, may adversely affect the Company’s ability to operate its assets.

The Company’s use and enjoyment of real property rights for its facilities may be adversely affected by the rights of lienholders and leaseholders that are superior to those of the grantors of those real property rights to the Company.

Generation facilities generally are, and are likely to be, located on land occupied by the facility pursuant to long-term easements and leases. The ownership interests in the land subject to these easements and leases may be subject to mortgages securing loans or other liens (such as tax liens) and other easement and lease rights of third parties (such as leases of oil or mineral rights) that were created prior to the facility’s easements and leases. As a result, the facility’s rights under these easements or leases may be subject, and subordinate, to the rights of those third parties. The Company performs title searches and obtains title insurance to protect itself against these risks. Such measures may, however, be inadequate to protect the Company against all risk of loss of its rights to use the land on which the wind facilities are located, which could have a material adverse effect on the Company’s business, financial condition and results of operations.

The Company’s businesses are subject to physical, market and economic risks relating to potential effects of climate change and public and governmental initiatives to address climate change.

Climate change creates uncertainty in weather and other environmental conditions, including temperature and precipitation levels, and thus may affect consumer demand for electricity. For example, deviations from normal weather may reduce demand or availability of electricity and gas distribution services. In addition, the potential physical effects of climate change, such as increased frequency and severity of storms, cloud coverage, precipitation, floods, wildfires and other climatic events, could disrupt the Company’s operations and supply chain, and cause them to incur significant costs in preparing for or responding to these effects. These or other meteorological changes could lead to increased operating costs, capital expenses or power purchase costs.

Furthermore, governmental, scientific and public concern over the threat of climate change arising from GHG emissions may limit the Company’s access to natural gas or decrease demand for energy generated by the Company’s assets in the Flexible Generation segment. State, national and foreign governments and agencies continue to evaluate, and in some instances adopt, climate-related legislation and other regulatory initiatives that would restrict GHG emissions. Changes in environmental requirements related to GHG, climate change and alternative energy sources may impact demand for the Company’s services.

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

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

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

The operation of the Company’s businesses is subject to cyber-based security and integrity risk.

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

From time to time, the Company engages a range of third parties as a part of its cybersecurity risk management. While such engagements are aimed at bolstering the effectiveness of the Company’s risk management processes, they introduce inherent risks and complexities that warrant careful consideration. Any oversight or failure on the part of these third parties could compromise the security of the Company’s sensitive data, proprietary information and critical business processes, leading to potential data breaches or unauthorized access. Additionally, the reliance on external entities introduces complexities in coordinating risk management efforts, data sharing and maintaining confidentiality. Any mismanagement or inadequate coordination between the Company’s internal teams and third-party vendors could result in delays in responding to cybersecurity threats or gaps in its risk mitigation strategies. In addition, while the Company and its third-party service providers commit resources to the design, implementation and monitoring of the Company’s computer systems, there is no guarantee that these security measures will provide absolute security. Despite these security measures, the Company may not be able to anticipate, detect or prevent cyberattacks, particularly because the methodologies used by attackers change frequently or may not be recognized until launch, and because attackers are increasingly using technologies designed to circumvent controls and avoid detection.

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

In addition, cyberattacks against the Company or others in its industry could result in additional regulations, which could lead to increased regulatory compliance costs, insurance coverage cost or capital expenditures. Any failure by the Company to comply with these additional regulations could subject it to regulatory investigations or litigation and could result in significant penalties and liability. The Company cannot predict the potential impact to its business or the energy industry resulting from such additional regulations.

The Company relies on electric distribution and transmission facilities that it does not own or control and that are subject to transmission constraints within a number of the Company’s regions. If these facilities fail to provide the Company with adequate transmission capacity, it may be restricted in its ability to deliver electric power to its customers and may either incur additional costs or forego revenues.

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

The Company’s costs, results of operations, financial condition and cash flows could be adversely impacted by the disruption of the fuel supplies necessary to generate power at its facilities in the Flexible Generation segment.

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

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

The Company does not have employees of its own and instead depends solely on the services provided by or under the direction of CEG under the CEG Master Services Agreement to carry out its operations. The Company therefore believes its current operations and future success depend largely on the continued services of key personnel employed by CEG, including those individuals who provide management, operational, technical and other services to the Company under the CEG Master Services Agreement. The expertise, industry knowledge and experience of these individuals are critical to the Company’s ability to operate its business, execute its growth strategy and maintain effective internal controls and compliance. Although the Company currently has access to the resources of CEG, the loss of one or more key personnel of the Company or CEG, or the inability of the Company or CEG to attract, retain or adequately replace qualified individuals in a timely manner, could disrupt the Company’s operations, delay or impair the execution of its business plans and negatively impact its relationships with customers, suppliers and other third parties. In addition, because CEG personnel and support staff that provide services to the Company under the CEG Master Services Agreement are not solely responsible for the management and administration of the Company, and the CEG Master Services Agreement does not require any specific individuals to be provided by CEG, there can be no assurance that the Company will have continued access to the same level of expertise or attention from CEG personnel in the future. Any significant reduction in the quality or quantity of services provided by CEG personnel could have a material adverse effect on the Company’s business, financial condition and results of operations.

The Company may potentially be adversely affected by emerging technologies that may over time impact capacity markets and the energy industry overall.

Research and development activities are ongoing in the Company’s industry to provide alternative and more efficient technologies to produce power, including wind, photovoltaic (solar) cells, hydrogen, energy storage, and improvements in traditional technologies and equipment, such as more efficient gas turbines. Advances in these or other technologies could reduce the costs of power production to a level below what the Company has currently forecasted, which could adversely affect its cash flows, results of operations or competitive position.

Some emerging technologies, such as distributed renewable energy technologies, broad consumer adoption of electric vehicles and energy storage devices, could affect the price of energy. These emerging technologies may affect the financial viability of utility counterparties and could have significant impacts on market prices, which could ultimately have a material adverse effect on the Company’s financial condition, results of operations and cash flows.

The Company has identified a material weakness in its internal control over financial reporting related to hypothetical liquidation at book value (HLBV) accounting that, if not properly remediated, could adversely affect its business and results of operations.

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim consolidated financial statements may not be prevented or detected on a timely basis. As described in Item 9A, Controls and Procedures, during the fourth quarter of 2025, the Company’s management identified a material weakness in its internal control over financial reporting due to ineffective controls over the review of certain calculations of HLBV accounting used to allocate net income (loss) to the Company’s redeemable noncontrolling interests and noncontrolling interests in tax equity partnerships.

Although the Company is in the process of remediating the material weakness and believes, based on its evaluation to date, that the material weakness will be remediated in a timely fashion, it cannot provide assurance that this will occur within a specific timeframe. The material weakness will not be remediated until all necessary internal controls have been tested and determined to be operating effectively. In addition, the Company may need to take additional measures to address the material weakness or modify the planned remediation steps, and the Company cannot be certain that the measures it has taken, and expect to take, to improve its internal controls will be sufficient to address the issues identified, to ensure that its internal controls are effective or to ensure that the identified material weakness will not result in a material misstatement of the Company’s consolidated financial statements. Moreover, the Company cannot provide assurance that it will not identify additional material weaknesses in its internal control over financial reporting in the future.

Implementing any further changes to the Company’s internal controls may distract its officers and employees and entail material costs to implement new processes and/or modify its existing processes. Moreover, until the Company successfully remediates the material weakness, its ability to record, process and report financial information accurately, and to prepare financial statements within the time periods specified by the rules and forms of the SEC, could be adversely affected. This failure could negatively affect the market price and trading liquidity of Clearway, Inc.’s common stock, cause Clearway, Inc.’s investors to lose confidence in the Company’s reported financial information, impair the Company’s ability to access the capital markets on acceptable terms and generally materially and adversely impact the Company’s business and financial condition.

Risks Related to the Company’s Relationships with CEG

CEG exercises substantial influence over the Company, and the Company is highly dependent on CEG.

CEG owns all of Clearway, Inc.’s outstanding Class B and Class D common stock. Clearway, Inc.’s outstanding Class B and Class D common stock is entitled to one vote per share and 1/100th of a vote per share, respectively. As a result of its ownership of Clearway, Inc.’s Class B and Class D common stock, CEG owns 54.89% of the combined voting power of Clearway, Inc.’s common stock as of December 31, 2025. Clearway, Inc., through its holdings of Class A units and Class C units, owned a 58.62% economic interest in the Company as of December 31, 2025. Additionally, CEG, through its holdings of Class B units and Class D units, owned the remaining 41.38% economic interest in the Company as of December 31, 2025. As a result of this ownership, CEG has substantial influence on the Company’s affairs.

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

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

CEG controls the Company and has the ability to designate a majority of the members of Clearway, Inc.’s Board of Directors.

Due to CEG’s approximate 54.89% combined voting power in Clearway, Inc., the ability of other holders of Clearway, Inc.’s Class A and Class C common stock to exercise control over the corporate governance of the Company is limited. CEG has a substantial influence on Clearway, Inc.’s affairs, and CEG’s voting power constitutes a large percentage of any quorum of Clearway, Inc.’s stockholders voting on any matter requiring the approval of Clearway, Inc.’s stockholders. Such matters include the election of directors, the adoption of amendments to Clearway, Inc.’s amended and restated certificate of incorporation and fourth amended and restated bylaws and approval of mergers or sale of all or substantially all of its assets. This concentration of ownership may also have the effect of delaying or preventing a change in control of Clearway, Inc. or discouraging others from making tender offers for Clearway, Inc.’s shares. In addition, CEG and its affiliates have the right to elect all of Clearway, Inc.’s directors. It is possible that the interests of CEG and its affiliates may in certain circumstances differ from the interests of the Company or other holders of Clearway, Inc.’s Class A and Class C common stock.

The Company may not be able to consummate future acquisitions from CEG.

The Company’s ability to grow through acquisitions depends, in part, on CEG’s ability to identify and present the Company with acquisition opportunities. There are a number of factors that could materially and adversely impact the extent to which suitable acquisition opportunities are made available from CEG. For example, due to factors inside or outside the Company’s control, CEG may be unable to develop or construct facilities that are ultimately compatible with the Company’s operational requirements or that otherwise result in suitable acquisition opportunities for the Company, or CEG may not be able to develop facilities that provide cash flows that would support the Company’s investment requirements due to numerous factors impacting the economics of the facilities, including negotiation of engineering, procurement and construction and offtake contracts, as well as securing long-term financing for the facilities.

The Company may be unable to terminate the CEG Master Services Agreement, in certain circumstances.

The CEG Master Services Agreement provides that the Company may terminate the agreement upon 30 days prior written notice to CEG upon the occurrence of any of the following: (i) CEG defaults in the performance or observance of any material term, condition or covenant contained therein in a manner that results in material harm to the Company and the default continues unremedied for a period of 30 days after written notice thereof is given to CEG; (ii) CEG engages in any act of fraud, misappropriation of funds or embezzlement that results in material harm to the Company; (iii) CEG is grossly negligent in the performance of its duties under the agreement and such gross negligence results in material harm to the Company; or (iv) upon the happening of certain events relating to the bankruptcy or insolvency of CEG. Furthermore, if the Company requests an amendment to the scope of services provided by CEG under the CEG Master Services Agreement and is not able to agree with CEG as to a change to the service fee resulting from a change in the scope of services within 90 days of the request, the Company will be able to terminate the agreement upon 30 days prior notice to CEG. The Company will not be able to terminate the agreement for any other reason, including if CEG experiences a change of control, and the agreement continues in perpetuity, until terminated in accordance with its terms. If CEG’s performance does not meet the expectations of investors, and the Company is unable to terminate the CEG Master Services Agreement, the market price of the Class A and Class C common stock could suffer.

If CEG terminates the CEG Master Services Agreement or defaults in the performance of its obligations under the agreement, the Company may be unable to contract with a substitute service provider on similar terms, or at all.

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

The liability of CEG is limited under the Company’s arrangements with it, and the Company has agreed to indemnify CEG against claims that it may face in connection with such arrangements, which require the Company to satisfy significant indemnification obligations.

Under the CEG Master Services Agreement, CEG does not assume any responsibility other than to provide or arrange for the provision of the services described in the CEG Master Services Agreement in good faith. In addition, under the CEG Master Services Agreement, the liability of CEG and its affiliates is limited to the fullest extent permitted by law to conduct involving bad faith, fraud, willful misconduct or gross negligence or, in the case of a criminal matter, action that was known to have been unlawful. In addition, the Company has agreed to indemnify CEG to the fullest extent permitted by law from and against any claims, liabilities, losses, damages, costs or expenses incurred by an indemnified person or threatened in connection with the Company’s operations, investments and activities or in respect of or arising from the CEG Master Services Agreement or the services provided by CEG, except to the extent that the claims, liabilities, losses, damages, costs or expenses are determined to have resulted from the conduct in respect of which such persons have liability as described above. These protections may result in the Company assuming greater risks when CEG makes decisions relating to the Company. The indemnification arrangements may give rise to legal claims for indemnification that are adverse to the Company and its unit holders, and, depending on the scope and magnitude of these claims, the Company may incur significant expenses and other financial obligations to cover such claims.

Certain of the Company’s PPAs and facility-level financing arrangements include provisions that would permit the counterparty to terminate the contract or accelerate maturity in the event CEG ceases to control or own, directly or indirectly, a majority of the voting power of the Company.

Certain of the Company’s PPAs and facility-level financing arrangements contain change in control provisions that provide the counterparty with a termination right or the ability to accelerate maturity in the event of a change of control of the Company without the counterparty’s consent. These provisions are triggered in the event CEG ceases to own, directly or indirectly, capital stock representing more than 50% of the voting power of the Company’s capital stock outstanding on such date, or, in some cases, if CEG ceases to be the majority owner, directly or indirectly, of the applicable facility. As a result, if CEG ceases to control, or in some cases, own a majority of the voting power of the Company, the counterparties could terminate such contracts or accelerate the maturity of such financing arrangements. The termination of any of the Company’s PPAs or the acceleration of the maturity of any of the Company’s facility-level financing could have a material adverse effect on the Company’s business, financial condition, results of operations and cash flow.

Risks Related to Regulation

The Company’s business is subject to restrictions resulting from environmental, health and safety laws and regulations.

The Company is subject to various federal, state and local environmental and health and safety laws and regulations. In addition, the Company may be held primarily or jointly and severally liable for costs relating to the investigation and clean-up of any property where there has been a release or threatened release of a hazardous regulated material as well as other affected properties, regardless of whether the Company knew of or caused the release. In addition to these costs, which are typically not limited by law or regulation and could exceed an affected property’s value, the Company could be liable for certain other costs, including governmental fines and injuries to persons, property or natural resources. Further, some environmental laws provide for the creation of a lien on a contaminated site in favor of the government as security for damages and any costs the government incurs in connection with such contamination and associated clean-up. Although the Company generally requires its operators to indemnify it for environmental liabilities the operators cause, the amount of such liabilities could exceed the financial ability of the operator to indemnify the Company. The presence of contamination or the failure to remediate contamination may adversely affect the Company’s ability to operate the business.

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

Companies across all industries may face increased scrutiny from the public, stakeholders and government agencies related to their environmental, social, and governance, or ESG, practices and commitments to address climate change. For example, in March 2024, the SEC adopted a new set of rules that would require a wide range of climate-related disclosures, 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 large 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 September 12, 2025, the U.S. Court of Appeals denied the SEC’s request to proceed with the case and indicated that the case would be held in abeyance until the SEC either renews its defense of the rules or revises the rules through notice-and-comment rulemaking. Additionally, in September 2023, California passed climate-related disclosure mandates, which are broader than the SEC’s proposed rules. In the event the SEC’s climate disclosure rules go into effect or states in which the Company operates or does business adopt climate disclosure requirements, the Company could incur significant additional costs relating to the assessment and disclosure of climate-related risks.

In recent years, investor advocacy groups, institutional investors, investment funds, and other influential investors have placed increasing importance on ESG practices. Increased focus and activism related to ESG and similar matters may hinder access to capital, as investors may decide to reallocate capital or to not commit capital as a result of their assessment of a company’s ESG practices. While the Company is committed to engaging with its stakeholders on ESG practices in a proactive, holistic and integrated manner, changes in the public or stakeholder sentiment could impact the Company’s ability to fund its assets in the Flexible Generation segment or decrease the demand for the energy generated by these assets. In addition, the additional disclosure requirements involve a significant recordkeeping requirement, which could result in the need for additional resources to support compliance. The Company will also be reliant upon its vendors in providing the necessary information for compliance, which may provide additional challenges in meeting compliance requirements. Further, failure or a perception of failure to implement the Company’s ESG practices or achieve sustainability goals and targets it has set could damage the Company’s reputation, causing investors or customers to lose confidence in the Company, and negatively impact the business.

The electric generation business is subject to substantial governmental regulation and may be adversely affected by changes in laws or regulations, as well as liability under, or any future inability to comply with, existing or future regulations or other legal requirements.

The Company’s electric generation business is subject to extensive U.S. federal, state and local laws and regulations. Compliance with the requirements under these various regulatory regimes may cause the Company to incur significant additional costs, and failure to comply with such requirements could result in the shutdown of the non-complying facility, the imposition of liens, fines, and/or civil or criminal liability. Public utilities under the FPA are required to obtain FERC acceptance of their rate schedules for wholesale sales of electric energy, capacity and ancillary services. Except for generating facilities located in Hawaii or in Texas within the footprint of ERCOT, all of the Company’s generating companies are public utilities under the FPA with market-based rate authority unless exempt from FPA public utility rate regulation. FERC’s orders that grant market-based rate authority to wholesale power sellers reserve the right to revoke or revise that authority if FERC subsequently determines that the seller can exercise market power in transmission or generation, create barriers to entry, or engage in abusive affiliate transactions. In addition, public utilities are subject to FERC reporting requirements that impose administrative burdens and that, if violated, can expose the company to criminal and civil penalties or other risks.

The Company’s market-based sales are subject to certain rules prohibiting manipulative or deceptive conduct, and if any of the Company’s generating companies with market-based rate authority are deemed to have violated those rules, they could be subject to potential disgorgement of profits associated with the violation, penalties, suspension or revocation of market-based rate authority. If such generating companies were to lose their market-based rate authority, such companies would be required to obtain FERC’s acceptance of a cost-of-service rate schedule and could become subject to the significant accounting, record-keeping, and reporting requirements that are imposed on utilities with cost-based rate schedules. This could have a material adverse effect on the rates the Company is able to charge for power from its facilities.

All of the Company’s generating assets are operating either as EWGs as defined under the PUHCA, or as QFs as defined under the PURPA, as amended, and are not required to comply with certain regulation under the PUHCA and the FPA. If a facility fails to maintain its status as an EWG or a QF or there are legislative or regulatory changes revoking or limiting the exemptions to the PUHCA and/or the FPA, then the Company may be subject to significant accounting, record-keeping, access to books and records and reporting requirements, and failure to comply with such requirements could result in the imposition of penalties and additional compliance obligations.

Substantially all of the Company’s generation assets are also subject to the reliability standards promulgated by the designated Electric Reliability Organization (currently the North American Electric Reliability Corporation, or NERC) and approved by FERC. If the Company fails to comply with the mandatory reliability standards, it could be subject to sanctions, including substantial monetary penalties and increased compliance obligations. The Company will also be affected by legislative and regulatory changes, as well as changes to market design, market rules, tariffs, cost allocations and bidding rules that occur in the existing regional markets operated by RTOs or ISOs, such as PJM. The RTOs/ISOs that oversee most of the wholesale power markets impose, and in the future may continue to impose, mitigation, including price limitations, offer caps, must-offer rules, non-performance penalties and other mechanisms to address some of the volatility and the potential exercise of market power in these markets. These types of price limitations and other regulatory mechanisms may have a material adverse effect on the profitability of the Company’s generation facilities acquired in the future that sell energy, capacity and ancillary products into the wholesale power markets. The regulatory environment for electric generation has undergone significant changes in the last several years due to state and federal policies affecting wholesale competition and the creation of incentives for the addition of large amounts of new renewable generation and, in some cases, transmission assets. These changes are ongoing, and the Company cannot predict the future design of the wholesale power markets or the ultimate effect that the changing regulatory environment will have on the Company’s business. In addition, in some of these markets, interested parties have proposed to re-regulate the markets or require divestiture of electric generation assets by asset owners or operators to reduce their market share. Other proposals to re-regulate may be made and legislative or other attention to the electric power market restructuring process may delay or reverse the deregulation process. If competitive restructuring of the electric power markets is reversed, discontinued, or delayed, the Company’s business prospects and financial results could be negatively impacted.

Furthermore, revenues related to GenConn are established each year by the Connecticut Public Utilities Regulatory Authority. While such regulatory oversight is generally premised on the recovery of prudently incurred costs and a reasonable rate of return on invested capital, there can be no assurance that the applicable regulatory authorities approve rates or revenues that fully recover costs or provide an adequate return on the Company’s capital investments. This risk of inadequate cost recovery could have a material adverse effect on the Company’s business, financial condition, results of operations and cash flows.

The Company is subject to environmental laws and regulations that impose extensive and increasingly stringent requirements on its operations, as well as potentially substantial liabilities arising out of environmental contamination.

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

The Company’s business is subject to complex and evolving U.S. laws and regulations regarding privacy and data protection. Many of these laws and regulations are subject to change and uncertain interpretation, and could result in claims, increased cost of operations, or otherwise harm the Company’s business.

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

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

The Company’s growth strategy depends in part on government policies that support renewable generation and energy storage and enhance the economic viability of owning renewable power generation assets. Renewable power generation assets currently benefit from various federal, state and local governmental incentives such as ITCs, PTCs, loan guarantee programs, RPS programs and accelerated depreciation for tax purposes. These laws, regulations and policies have had a significant impact on the development of renewable power generation facilities and they could be changed, reduced or eliminated at any time. These incentives make the development of renewable power generation facilities more competitive by providing tax credits or grants and accelerated depreciation for a portion of the development costs, decreasing the costs and risks associated with developing such facilities or creating demand for renewable power assets through RPS programs.

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

Any of the foregoing could have a material adverse effect on the Company’s business, financial condition, results of operations and ability to grow its business and make cash distributions.

On August 15, 2025, the U.S. Treasury Department issued new guidance regarding the interpretation of “begin construction” requirements for wind, solar and BESS facilities that claim “technology neutral credits” under sections 45Y or 48E of the Internal Revenue Code. The guidance requires developers of wind and solar projects with a maximum net output of greater than 1.5 megawatts to perform physical work of a significant nature to qualify a project as having started, and then meet a continuity test. Under the continuity test, developers must place a project in service within four years after the end of the year in which construction starts or show that construction has been continuous from and after the start. The new guidance applies only to wind and solar projects that seek to qualify for “technology neutral credits” under Sections 45Y and 48E of the Internal Revenue Code and applies only for purposes of determining whether projects began construction before July 4, 2026. It does not apply to projects that began construction prior to September 2, 2025.

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

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

The Company’s ability to comply with tax laws and policies may depend on its contractual arrangements and information provided by third parties and may require significant resources.

In order to qualify for tax credits and incentives available for the development of clean energy facilities and the production of clean energy, the Company must satisfy stringent compliance, recordkeeping and certification requirements. Additionally, in order to qualify for the full amount of available credits, the Company must comply with prevailing wage and apprenticeship requirements applicable to facilities on which construction began on or after January 28, 2023. Applicable tax rules permit certain defects in meeting the requirements to be timely cured under certain conditions rather than causing a loss of the tax credits.

Moreover, the documentation required for this compliance will come from third-party vendors, including equipment manufacturers and engineering, procurement and construction contractors and subcontractors as well as the Company’s internal sources. In addition, if there are defects in compliance with the prevailing wages and apprenticeship requirements, the payments to cure such deficiencies will need to be made by these third parties to their employees. The conduct of these third parties can also impact the right to claim tax credits and/or the exposure to penalties if they fail to adequately comply with the tax laws.

While the Company has secured and will continue to attempt to secure the necessary access to the information required to meet its compliance and certification requirements under the tax law and has included and will continue to include in contracts with third parties rights to have third parties make cure payments if necessary, the Company may not be able to control whether appropriate documentation is actually available or provided in a timely manner and/or whether cure actions are taken by a third party in a timely fashion. This may result in the incurrence of penalties and loss of tax credits. It is also possible that the terms negotiated with third parties fail to meet the requirements of tax law either with respect to compliance requirements, documentation or conduct of third-parties. The impact of such noncompliance could have a material adverse effect on the Company’s business, financial condition and results of operations.

Moreover, the costs and resources required to adequately comply with the aforementioned requirements and to monitor the activities of third parties are still to be determined as the Company puts in place its compliance and documentation program.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

This Annual Report on Form 10-K of Clearway Energy LLC, 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 and the following:

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

•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 Annual Report on Form 10-K should not be construed as exhaustive.

Item 1B — Unresolved Staff Comments

None.

Item 1C — Cybersecurity

Risk Management and Strategy

The Company recognizes the critical importance of developing, implementing and maintaining robust cybersecurity measures to safeguard information systems and protect the confidentiality, integrity and availability of data.

Managing Material Risks & Integrated Overall Risk Management

The Company has strategically integrated cybersecurity risk management into its broader risk management framework to promote a company-wide culture of cybersecurity risk management. The Company’s risk management team works closely with the IT department to continuously evaluate and address cybersecurity risks in alignment with business objectives and operational needs. In addition, the Company follows the National Institute of Standards and Technology (NIST) Cybersecurity Framework (CSF).

Engage Third Parties on Risk Management

Recognizing the complexity and evolving nature of cybersecurity threats, the Company engages with a range of external experts, including cybersecurity consultants in evaluating and testing its cybersecurity systems. The Company’s collaboration with these third parties includes regular audits; threat and vulnerability assessments; incident response plan testing; company-wide monitoring of cybersecurity risks; and consultation on security enhancements.

Oversee Third-Party Risk

Due to the risks associated with the engagement of third-party vendors, service providers and business partners, the Company applies processes to manage these risks. Thorough security assessments of third-party vendors with access to internal protected data or information systems occurs before engagement, as well as ongoing monitoring to ensure compliance with relevant cybersecurity standards. The monitoring includes annual assessments by CEG’s Vice President of Information Technology and its Director of Cybersecurity and assessments on an ongoing basis by the internal cybersecurity team. These services are provided to the Company pursuant to the CEG Master Services Agreement. This approach is designed to mitigate risks related to potential data breaches or other security incidents originating from third parties.

Risks from Cybersecurity Threats

As of February 24, 2026, the Company was not aware of any cybersecurity threats or incidents that have materially affected, or are reasonably likely to materially affect the Company, including its business strategy, results of operations or financial standing. However, there can be no assurance that the Company’s cybersecurity processes will prevent or mitigate cybersecurity incidents or threats or that the Company’s efforts will always be successful. For further discussion regarding the Company’s cybersecurity risks, see Item 1A — Risk Factors, Risks Related to the Company’s Business.

Governance

Board of Directors Oversight

Clearway, Inc.’s Board of Directors has oversight of cybersecurity risks and is well informed with respect to the nature and scope of such risks. The Board of Directors is acutely aware of the critical nature of managing risks associated with cybersecurity threats. The Board of Directors has established oversight mechanisms to ensure effective governance in managing risks associated with cybersecurity as they recognize the significance of these risks and threats to operational integrity and stakeholder confidence.

Reporting to Board of Directors

The Vice President of Information Technology and Director of Cybersecurity each play a pivotal role in informing Clearway, Inc.’s Board of Directors on cybersecurity risks. They provide briefings to the Board of Directors on a regular basis, with a minimum frequency of once per year. These briefings encompass a broad range of topics, including:

•Current cybersecurity threat landscape and emerging threats;

•Status of ongoing cybersecurity initiatives and strategies;

•Incident reports and learnings from any meaningful cybersecurity events; and

•Compliance status and efforts with regulatory requirements and industry standards.

In addition to scheduled meetings, the Board of Directors of Clearway, Inc., the Vice President of Information Technology and the Director of Cybersecurity maintain an ongoing dialogue regarding emerging cybersecurity risks. Together, they receive updates on significant developments in the cybersecurity domain. The Board of Directors actively participates in strategic decisions related to cybersecurity, offering guidance and approval for major strategic decisions and initiatives. This involvement advances the Company’s overall strategy that cybersecurity considerations are integrated into its broader strategic objectives. The Board of Directors conducts an annual review of the Company’s cybersecurity posture and the effectiveness of its risk management strategies through the information, findings and recommendations from the Company’s internal cybersecurity team as well as third-party audits, penetration tests and incident response plan testing outcomes. This review helps identify areas for improvement and helps align cybersecurity efforts with the overall risk management framework.

Cybersecurity Risk Management Personnel

Primary responsibility for assessing, monitoring and managing cybersecurity risks is overseen by the Vice President of Information Technology and Director of Cybersecurity, whose services are provided to the Company under the CEG Master Services Agreement.

With over 20 years of experience in the field of cybersecurity, the current Vice President of Information Technology’s background includes in-depth knowledge and experience in developing and executing the Company’s cybersecurity strategies. They oversee the Company’s IT governance programs; test compliance with internal, industry and regulatory standards; remediate known risks; and lead the Company’s employee training program.

The current Director of Cybersecurity has over 30 years of experience in information technology across a variety of industries and compliance programs. The Director of Cybersecurity has been heavily focused on cybersecurity in regulated industries for over 10 years.

Management’s Role Managing Cybersecurity Risk

The Vice President of Information Technology and Director of Cybersecurity regularly inform the Company’s management of all aspects related to cybersecurity risks and incidents. This ensures that the highest levels of management are kept abreast of the cybersecurity posture and potential risks facing the Company. Furthermore, significant cybersecurity matters and strategic risk management decisions are escalated to Clearway, Inc.’s Board of Directors, ensuring that the Board of Directors have insight and can provide guidance on critical cybersecurity issues.

Monitor Cybersecurity Incidents

The Vice President of Information Technology and Director of Cybersecurity are kept informed about the latest developments in cybersecurity, including emerging threats and innovative risk management techniques. They implement and oversee processes for the regular monitoring of the Company’s information systems. This includes the deployment of advanced security measures and regular system audits to identify potential vulnerabilities. In the event of a cybersecurity incident, the Company is equipped with a defined and practiced incident response plan, which includes incident response retainers from respected third parties. This plan includes immediate actions to mitigate the impact of the incident, long-term strategies for remediation and the prevention of future incidents.

Item 2 — Properties

Listed below are descriptions of the Company’s interests in operating facilities as of December 31, 2025.


		Capacity
		Rated MW	Net MW(a)	Percentage Ownership			Contract
Facilities	Location					COD	Counterparty	Expiration
Flexible Generation
Carlsbad (b)	Carlsbad, CA	523	523	100	%	December 2018	SDG&E	2038
El Segundo (b)	El Segundo, CA	546	546	100	%	August 2013	Various	2027 - 2029
GenConn Devon (b)	Milford, CT	190	95	50	%	June 2010	Connecticut Light & Power	2040
GenConn Middletown (b)	Middletown, CT	190	95	50	%	June 2011	Connecticut Light & Power	2041
Marsh Landing (b)	Antioch, CA	820	820	100	%	May 2013	Various	2026 - 2030
Walnut Creek (b)	City of Industry, CA	501	501	100	%	May 2013	Various	2026 - 2027
Total Flexible Generation		2,770	2,580
Utility Scale Solar
Agua Caliente	Dateland, AZ	290	148	51	%	June 2014	PG&E	2039
Alpine	Lancaster, CA	66	66	100	%	January 2013	PG&E	2033
Arica (c)	Riverside, CA	263	105	40	%	March - June 2024	Various	2026 - 2041
Avenal	Avenal, CA	45	23	50	%	August 2011	PG&E	2031
Avra Valley	Pima County, AZ	27	27	100	%	December 2012	Tucson Electric Power	2032
Blythe	Blythe, CA	21	21	100	%	December 2009	SCE	2029
Borrego	Borrego Springs, CA	26	26	100	%	February 2013	SDG&E	2038
Buckthorn Solar (c)	Fort Stockton, TX	150	150	100	%	July 2018	City of Georgetown, TX	2043
Catalina	Kern County, CA	109	109	—% (d)		November 2013	SDG&E	2038
CVSR	San Luis Obispo, CA	250	250	100	%	October 2013	PG&E	2038
Daggett 2 (c)	San Bernardino, CA	182	46	25	%	December 2023	Various	2038
Daggett 3 (c)	San Bernardino, CA	300	75	25	%	July - November 2023	Various	2033 - 2038
Desert Sunlight 250	Desert Center, CA	250	63	25	%	December 2014	SCE	2034
Desert Sunlight 300	Desert Center, CA	300	75	25	%	December 2014	PG&E	2039
Enterprise	Iron County, UT	80	80	100	%	July 2016	PacifiCorp	2036
Escalante I	Beaver County, UT	80	80	100	%	August 2016	PacifiCorp	2036
Escalante II	Beaver County, UT	80	80	100	%	August 2016	PacifiCorp	2036
Escalante III	Beaver County, UT	80	80	100	%	August 2016	PacifiCorp	2036
Granite Mountain East	Iron County, UT	80	80	100	%	September 2016	PacifiCorp	2036
Granite Mountain West	Iron County, UT	50	50	100	%	September 2016	PacifiCorp	2036
Iron Springs	Iron County, UT	80	80	100	%	August 2016	PacifiCorp	2036
Kansas South	Lemoore, CA	20	20	100	%	June 2013	PG&E	2033
Luna Valley (c)	Fresno County, CA	200	200	100	%	August 2025	Various	2040 - 2045
Mililani I (c)	Honolulu, HI	39	20	50	%	July 2022	Hawaiian Electric Company	2042
Oahu Solar (c)	Oahu, HI	61	61	100	%	September 2019	Hawaiian Electric Company	2041
Pine Forest (c)	Hopkins County, TX	300	150	50	%	December 2025	Various	2040 - 2045
Roadrunner	Santa Teresa, NM	20	20	100	%	August 2011	El Paso Electric	2031
Rosamond Central (c)	Rosamond, CA	192	96	50	%	December 2020	Various	2035 - 2047
Rosamond South I (c)	Rosamond, CA	140	70	50	%	August 2025	Various	2040
TA High Desert	Lancaster, CA	20	20	100	%	March 2013	SCE	2033
Texas Solar Nova 1 (c)	Kent County, TX	252	126	50	%	December 2023	Verizon	2042
Texas Solar Nova 2 (c)	Kent County, TX	200	100	50	%	February 2024	Verizon	2042
Victory Pass (c)	Riverside, CA	200	80	40	%	March 2024	Various	2039
Waiawa (c)	Honolulu, HI	36	18	50	%	January 2023	Hawaiian Electric Company	2043
Total Utility Scale Solar		4,489	2,695
Utility Scale BESS
Arica (c)	Riverside, CA	136	54	40	%	March - June 2024	Various	2039 - 2041
Daggett 1 (c)	San Bernardino, CA	114	114	100	%	September 2025	SDG&E	2040


		Capacity
		Rated MW	Net MW(a)	Percentage Ownership			Contract
Facilities	Location	Rated MW	Net MW(a)	Percentage Ownership		COD	Counterparty	Expiration
Daggett 2 (c)	San Bernardino, CA	131	33	25	%	December 2023	Various	2038
Daggett 3 (c)	San Bernardino, CA	149	37	25	%	July - November 2023	Various	2033 - 2038
Mililani I (c)	Honolulu, HI	39	20	50	%	July 2022	Hawaiian Electric Company	2042
Pine Forest (c)	Hopkins County, TX	200	100	50	%	October 2025	N/A
Rosamond Central (c)	Rosamond, CA	147	74	50	%	June 2024	SCE	2039
Rosamond South I (c)	Rosamond, CA	117	59	50	%	August 2025	Various	2035 - 2040
Victory Pass (c)	Riverside, CA	50	20	40	%	March 2024	Various	2039
Waiawa (c)	Honolulu, HI	36	18	50	%	January 2023	Hawaiian Electric Company	2043
Total Utility Scale BESS		1,119	529
Distributed Solar
DGPV Funds (c)	Various	286	286	100	%	September 2015 - March 2019	Various	2030 - 2044
Solar Power Partners (SPP)	Various	24	24	100	%	June 2008 - June 2012	Various	2026 - 2037
Other DG Facilities	Various	20	20	100	%	December 2010 - October 2015	Various	2026 - 2039
Total Distributed Solar		330	330
Wind
Alta I	Tehachapi, CA	150	150	100	%	December 2010	SCE	2035
Alta II	Tehachapi, CA	150	150	100	%	December 2010	SCE	2035
Alta III	Tehachapi, CA	150	150	100	%	February 2011	SCE	2035
Alta IV	Tehachapi, CA	102	102	100	%	March 2011	SCE	2035
Alta V	Tehachapi, CA	168	168	100	%	April 2011	SCE	2035
Alta X	Tehachapi, CA	137	137	100	%	February 2014	SCE	2038
Alta XI	Tehachapi, CA	90	90	100	%	February 2014	SCE	2038
Black Rock (c)	Mineral and Grant Counties, WV	115	58	50	%	December 2021	Toyota and Google	2036
Broken Bow	Custer County, NE	80	80	100	%	December 2012	Nebraska Public Power District	2032
Buffalo Bear	Buffalo, OK	19	19	100	%	December 2008	Western Farmers Electric Co-operative	2033
Cedar Creek (c)	Bingham County, ID	160	160	100	%	March 2024	PacifiCorp	2049
Cedro Hill (c)	Webb County, TX	160	160	100	%	October - December 2024	CPS Energy	2045
Crofton Bluffs	Knox County, NE	42	42	100	%	November 2012	Nebraska Public Power District	2032
Dan’s Mountain (c)	Allegany County, MD	55	28	50	%	May 2025	Constellation Energy Generation	2037
Elbow Creek (c)	Howard County, TX	122	122	100	%	November 2019	Various	2029
Elkhorn Ridge	Bloomfield, NE	81	54	66.7	%	March 2009	Nebraska Public Power District	2029
Forward	Berlin, PA	29	29	100	%	April 2008	Axpo US LLC	2027
Goat Mountain	Sterling City, TX	150	150	100	%	April 2008 - June 2009	Dow Pipeline Company	2026

Langford (c)	Christoval, TX	160	160	100	%	November 2020	Goldman Sachs	2033
Laredo Ridge	Petersburg, NE	81	81	100	%	February 2011	Nebraska Public Power District	2031
Lookout	Berlin, PA	38	38	100	%	October 2008	Southern Maryland Electric Cooperative	2030
Mesquite Sky (c)	Callahan County, TX	340	170	50	%	December 2021	Various	2033 - 2036
Mesquite Star (c)	Fisher County, TX	419	210	50	%	May 2020	Various	2032 - 2035
Mountain Wind 1	Uinta County, WY	61	61	100	%	July 2008	PacifiCorp	2033
Mountain Wind 2	Uinta County, WY	80	80	100	%	September 2008	PacifiCorp	2033
Ocotillo	Forsan, TX	55	55	100	%	December 2023	N/A


		Capacity
		Rated MW	Net MW(a)	Percentage Ownership			Contract
Facilities	Location	Rated MW	Net MW(a)	Percentage Ownership		COD	Counterparty	Expiration
Pinnacle (c)	Keyser, WV	54	54	100	%	December 2021	Maryland Department of General Services and University System of Maryland	2031
Rattlesnake (c) (e)	Ritzville, WA	160	160	100	%	December 2020	Avista Corporation	2040
San Juan Mesa	Elida, NM	120	90	75	%	December 2005	Southwestern Public Service Company	2026
Sleeping Bear	Woodward, OK	95	95	100	%	October 2007	Public Service Company of Oklahoma	2032
South Trent	Sweetwater, TX	101	101	100	%	January 2009	AEP Energy Partners	2029
Spanish Fork	Spanish Fork, UT	19	19	100	%	July 2008	PacifiCorp	2028
Spring Canyon II	Logan County, CO	34	31	90	%	October 2014	Platte River Power Authority	2039
Spring Canyon III	Logan County, CO	29	26	90	%	December 2014	Platte River Power Authority	2039
Taloga	Putnam, OK	130	130	100	%	July 2011	Oklahoma Gas & Electric	2031
Tuolumne	Klickitat County, WA	137	137	100	%	2009	Turlock Irrigation District	2040
Wildorado (c)	Vega, TX	161	161	100	%	December 2019 - January 2020	Southwestern Public Service Company	2030
Total Wind		4,234	3,708

Total Clearway Energy LLC		12,942	9,842

(a) Net capacity represents the maximum, or rated, generating capacity or storage capacity of the facility multiplied by the Company’s percentage ownership in the facility as of December 31, 2025.

(b) The primary fuel type for these facilities is natural gas, with the exception of GenConn Devon and GenConn Middletown, which also use oil.

(c) Facilities are part of tax equity arrangements, as further described in Item 15 — Note 2, Summary of Significant Accounting Policies, and Note 5, Investments Accounted for by the Equity Method and Variable Interest Entities.

(d) The Company leases 100% of the interests in the Catalina solar facility through a facility lease agreement that expires in October 2043.

(e) Rattlesnake has a deliverable capacity of 144 MW.

Item 3 — Legal Proceedings

None.

Item 4 — Mine Safety Disclosures

Not applicable.

PART II

Item 5 — Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Market Information and Holders

As of the date of this report, there is no publicly-traded market for the Company’s membership units. All of the Company’s Class A and Class C units are held by Clearway, Inc. and all of the Company’s Class B and Class D units are held by CEG.

Distributions

The following table lists the distributions paid on the Company’s Class A, Class B, Class C and Class D units during the year ended December 31, 2025:


	Fourth Quarter 2025		Third Quarter 2025		Second Quarter 2025		First Quarter 2025
Distributions per Class A and Class B unit	$	0.4528	$	0.4456	$	0.4384	$	0.4312
Distributions per Class C and Class D unit	0.4528		0.4456		0.4384		0.4312

In addition to the quarterly distributions, on June 10, 2025, the Company distributed an additional $16 million, $9 million of which was distributed to Clearway, Inc. in relation to its contribution through Pine Forest TE Class A, an indirect subsidiary of Clearway, Inc., to acquire the Class A membership interests in Pine Forest TE HoldCo LLC, as further described in Note 3, Acquisitions and Dispositions, and $7 million of which was distributed to CEG, which represents CEG’s pro-rata share of the additional distributions. On December 17, 2025, the Company distributed an additional $28 million, $16 million of which was distributed to Clearway, Inc. in relation to its additional contribution through Pine Forest TE Class A to complete its acquisition of the Class A membership interests in Pine Forest TE HoldCo LLC, as further described in Note 3, Acquisitions and Dispositions, and $12 million of which was distributed to CEG, which represents CEG’s pro-rata share of the additional distributions.

On February 17, 2026, the Company declared a quarterly distribution on its Class A, Class B, Class C and Class D units of $0.4602 per unit payable on March 16, 2026.

Item 6 — Reserved

Item 7 — Management’s Discussion and Analysis of Financial Condition and the Results of Operations

As you read this discussion and analysis, refer to the Company’s Consolidated Statements of Operations to this Form 10-K. Also refer to Item 1 — Business and Item 1A — Risk Factors, which include detailed discussions of various items impacting the Company’s business, results of operations and financial condition. Discussions of the year ended December 31, 2023 that are not included in this Annual Report on Form 10-K and year-to-year comparisons of the year ended December 31, 2024 and the year ended December 31, 2023 can be found in “Management’s Discussion and Analysis of Financial Condition and the Results of Operations” in Part II, Item 7 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.

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

The Company is one of the largest owners of clean energy generation assets in the U.S. The Company’s portfolio comprises approximately 12.9 GW of gross capacity in 27 states, including approximately 10.1 GW of wind, solar and battery energy storage systems, or BESS, and approximately 2.8 GW of dispatchable combustion-based power generation assets included in the Flexible Generation segment that provide critical grid reliability services. Through this environmentally-sound, diversified and primarily contracted portfolio, the Company endeavors to provide its unit holders with stable and growing distributions. The majority of the Company’s revenues are derived from long-term contractual arrangements for the output or capacity from these assets. The weighted average remaining contract duration of the Company’s Renewables & Storage segment offtake agreements was approximately 12 years as of December 31, 2025 based on CAFD.

Significant Events

Third-Party Acquisitions

•On October 3, 2025, the Company entered into a binding agreement to acquire a 613 MW operational solar portfolio located in eight states, or the Deriva Solar Portfolio, from Deriva Energy, LLC for a base purchase price of approximately $305 million in cash, subject to certain customary price adjustments. For 12 facilities in the Deriva Solar Portfolio located in the Western U.S. and comprising of 227 MW, the Company will co-invest in a 50/50 joint venture with a third-party cash equity investor. The weighted average remaining contract duration of the Deriva Solar Portfolio is approximately 10 years. After factoring in estimated closing adjustments and proceeds from facility-level financings, including the third-party cash equity investor in a subset of the Deriva Solar Portfolio, the Company expects its net capital commitment to acquire the Deriva Solar Portfolio to be between $210 million and $230 million. The Company expects to fund the acquisition primarily utilizing existing sources of liquidity, which includes the Cardinal Investment Holdco LLC financing discussed further below. The consummation of the transaction is subject to customary closing conditions and certain third-party approvals and is expected to occur in the first half of 2026.

•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, for approximately $127 million, which excludes $1 million in transaction expenses incurred in connection with the acquisition. After factoring in cash reserves acquired and transaction expenses, the Company’s net capital investment in Catalina was $128 million. See Note 3, Acquisitions and Dispositions, 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. The Company’s net capital investment in Tuolumne was $59 million. See Note 3, Acquisitions and Dispositions for further discussion of the transaction. In connection with the acquisition, the Company entered into a development services agreement with Clearway Renew related to a potential repowering of the facility. In February 2026, the Company approved the commencement of the Tuolumne repowering. The Company estimates that its total capital investment in the Tuolumne repowering will be $80 million, subject to closing adjustments. Contingent upon achieving commercial operations in 2027, the 137 MW facility will sell power under its existing PPA with an investment-grade regulated entity for an additional two years through 2042.

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 CE TargetCo LLC, or 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, Clearway, Inc., through its indirect subsidiary, Pine Forest TE Class A Owner LLC, or Pine Forest TE Class A, contributed $9 million to acquire the Class A membership interests in Pine Forest TE HoldCo LLC. On December 17, 2025, when the facility reached substantial completion, the Company paid $50 million to Clearway Renew as additional purchase price for its Class A membership interests in Pine Forest TargetCo and Clearway, Inc., through Pine Forest TE Class A, contributed an additional $38 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 contributed an additional $144 million. The Company’s total capital investment in Pine Forest TargetCo was $68 million. See Note 3, Acquisitions and Dispositions, for further discussion of the transaction.

•On July 23, 2025, the Company entered into a development services agreement with Clearway Renew in connection with the repowering of the Goat Mountain wind facility. The Company estimates that its total capital investment in the Goat Mountain repowering will be $200 million, subject to closing adjustments. Contingent upon achieving commercial operations in 2027, the 360 MW facility will sell power to an investment-grade counterparty under a new 15-year PPA. In connection with the agreement, on December 12, 2025, the Company paid Clearway Renew $27 million, primarily related to the future delivery of equipment. See Note 13, Related Party Transactions, for further discussion of the transaction.

•On November 24, 2025, the Company, through an indirect subsidiary, entered into an agreement with Clearway Renew to acquire the Class A membership interests in Spindle, a 199 MW BESS facility currently under construction in Weld County, Colorado, and Rosamond South II, a 92 MW BESS facility currently under construction in Kern County, California, for $93 million in cash consideration, subject to closing adjustments. The consummation of the transaction is subject to customary closing conditions and certain third-party approvals and is expected in the second half of 2026.

•On October 30, 2025, the Company entered into a development services agreement with Clearway Renew in connection with the repowering of the San Juan Mesa wind facility, which is located in Elida, New Mexico. The Company estimates that its total capital investment in the San Juan Mesa repowering will be $50 million, subject to closing adjustments. Contingent upon achieving commercial operations in 2027, the 135 MW facility will sell power to an investment-grade counterparty under a new 20-year PPA.

•On October 15, 2025, the Company, through its indirect subsidiary, Honeycomb 1 Holdco LLC, acquired Honeycomb TargetCo LLC, or Honeycomb TargetCo, the indirect owner of the Honeycomb Portfolio, from Clearway Renew for initial cash consideration of $16 million. At substantial completion, which is expected to occur in the first half of 2026, the Company estimates it will pay an additional $62 million to Clearway Renew. The Company estimates that its total capital investment in Honeycomb TargetCo will be $78 million, excluding the impact of any closing adjustments noted in the purchase agreement. See Note 3, Acquisitions and Dispositions, for further discussion of the transaction.

•On October 2, 2025, the Company, through its indirect subsidiary, WV Wind Holdco LLC, sold 100% of its membership interests in Mount Storm Wind LLC, which owns Mt. Storm, to Clearway Renew for $152 million in cash consideration in order for Clearway Renew to repower the facility. The repowering of the facility is expected to increase the facility’s capacity to 335 MW. Mechanical completion of the first phase of the 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. Also on October 2, 2025, the Company, through its indirect subsidiary, WV Wind Holdco LLC, entered into an agreement with Clearway Renew to acquire 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, for $336 million in cash consideration. The consummation of the transaction is subject to customary closing conditions and certain third-party approvals and is expected to occur in the second half of 2026. See Note 3, Acquisitions and Dispositions, for further discussion of the transactions. In connection with the agreement with Clearway Renew to sell its membership interests in Mt. Storm, on May 1, 2025, the Company bought down a portion of Mt. Storm’s 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.

•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 the Daggett 1 BESS facility, from Clearway Renew for initial cash consideration of $11 million. On September 19, 2025, when the facility reached substantial completion, the Company paid $42 million to Clearway Renew as additional purchase price. On October 15, 2025, the Company paid $4 million to Clearway Renew as a final purchase price adjustment. The Company’s total capital investment in Daggett 1 Class B was $57 million. See Note 3, Acquisitions and Dispositions, 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 Member LLC, or Luna Valley Class B, the indirect owner of the Luna Valley solar facility, from Clearway Renew for initial cash consideration of $18 million. On September 4, 2025, when the facility reached substantial completion, the Company paid $72 million to Clearway Renew as additional purchase price. On October 15, 2025, the Company paid $29 million to Clearway Renew as a final purchase price adjustment. The Company's total capital investment in Luna Valley Class B was $119 million. See Note 3, Acquisitions and Dispositions, 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 LLC, or 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. On August 13, 2025, when the facility reached substantial completion, the Company paid $29 million to Clearway Renew as additional purchase price and the third-party cash equity investor contributed an additional $41 million. The Company’s total capital investment in Rosie South TargetCo was $33 million. See Note 3, Acquisitions and Dispositions, for further discussion of the transaction.

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.

Financing Activities

•In connection with the 2025 Drop Downs of Rosamond South I, Luna Valley, Daggett 1, Pine Forest and the Honeycomb Portfolio, the Company assumed non-recourse facility-level debt. See Note 10, Long-term Debt, for further discussion of the non-recourse facility-level debt associated with each facility.

•On February 5, 2026, in order to partially fund the third-party acquisition of the Deriva Solar Portfolio, the Company, through its indirect subsidiary, Cardinal Investment Holdco LLC, entered into a financing agreement that provides for a term loan of up to $100 million and $119 million in letters of credit in support of debt service and facility obligations. Upon funding, the term loan will bear interest a rate of SOFR plus 2.00% per annum and will mature 364 days after the funding date.

•On January 13, 2026, Clearway Energy Operating LLC completed the sale of $600 million aggregate principal amount of 5.75% senior unsecured notes due 2034, or the 2034 Senior Notes. See Note 10, Long-term Debt, for further discussion of the 2034 Senior Notes.

•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 LLC, or Dan’s Mountain TargetCo, from Clearway Renew 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 TargetCo was $43 million. See Note 10, 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 10, 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 10, Long-term Debt, for further discussion of the refinanced credit agreement.

Environmental Matters and Regulatory Matters

Details of environmental matters and regulatory matters are presented in Item 1 — Business, Regulatory Matters and Item 1A — Risk Factors. Details of some of this information relate to costs that may impact the Company’s financial results.

Consolidated Results of Operations

The following table provides selected financial information:


	Year ended December 31,
(In millions)	2025		2024		2023
Operating Revenues
Energy and capacity revenues	$	1,565	$	1,500	$	1,382
Other revenues	76		90		99
Contract amortization	(189)		(184)		(186)
Mark-to-market for economic hedges	(23)		(35)		19
Total operating revenues	1,429		1,371		1,314
Operating Costs and Expenses
Cost of fuels	8		43		60
Operations and maintenance	407		352		314

Other costs of operations	113		106		99
Depreciation, amortization and accretion	682		627		526
Impairment losses	—		—		12
General and administrative	40		38		35
Transaction and integration costs	16		8		4

Total operating costs and expenses	1,266		1,174		1,050

Operating Income	163		197		264
Other Income (Expense)
Equity in earnings of unconsolidated affiliates	31		35		12


Other income, net	29		48		52
Loss on debt extinguishment	(8)		(5)		(6)
Derivative interest (expense) income	(31)		29		(17)
Other interest expense	(356)		(336)		(320)
Total other expense, net	(335)		(229)		(279)
Loss Before Income Taxes	(172)		(32)		(15)
Income tax (benefit) expense	(1)		1		(2)
Net Loss	(171)		(33)		(13)
Less: Net loss attributable to noncontrolling interests and redeemable noncontrolling interests	(555)		(236)		(162)
Net Income Attributable to Clearway Energy LLC	$	384	$	203	$	149


	Year ended December 31,
Business metrics:	2025		2024		2023
Solar MWh generated/sold (in thousands) (a)	9,225		8,658		5,425
Wind MWh generated/sold (in thousands) (a)	10,528		9,951		9,414
Renewables & Storage MWh generated/sold (in thousands) (a)	19,753		18,609		14,839
Solar weighted-average capacity factor (b)	28.9	%	29.8	%	27.5	%
Wind weighted-average capacity factor (c)	30.6	%	30.1	%	28.3	%
Flexible Generation MWh generated (in thousands) (a)(e)	323		847		996
Flexible Generation equivalent availability factor	93.4	%	90.6	%	90.2	%

(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 years ended December 31, 2025 and 2024

Operating Revenues

Operating revenues increased by $58 million for the year ended December 31, 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, Rosamond Central BESS, Rosamond South I solar and BESS, Daggett 1 BESS and Pine Forest solar and BESS acquisitions, which reached commercial operations in March 2024, April 2024, June 2024, August 2025, September 2025 and November 2025, respectively, as well as the Catalina solar acquisition in July 2025.	$	80
	Increase driven by the Cedar Creek and Tuolumne wind acquisitions in April 2024 and April 2025, respectively, as well as the Dan’s Mountain wind acquisition, which reached commercial operations in May 2025.	46
	Decrease primarily driven by lower wind resource at certain facilities.	(16)
	Loss incurred on the partial buy-out of the Mt. Storm commodity contract in May 2025 and the subsequent buy-out of the remaining contract in July 2025.	(11)
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.	(48)
Contract amortization	Decrease primarily driven by the Tuolumne wind and Catalina solar acquisitions, partially offset by Cedro Hill, which reached repowering commercial operations in December 2024, resulting in the extension of the amortization period.	(5)
Mark-to-market economic hedging activities	Increase primarily driven by the Mt. Storm hedge buy-out during the second and third quarters of 2025, as well as lower forward prices in the PJM market, compared to 2024.	22
	Decrease primarily driven by an increase in forward power prices in the ERCOT market.	(7)
	Decrease in heat rate call option contracts primarily driven by changes in power market prices.	(3)
		$	58

Cost of Fuels

Cost of fuels decreased by $35 million during the year ended December 31, 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

Operations and maintenance expense increased by $55 million during the year ended December 31, 2025, compared to the same period in 2024, primarily due to a combination of the drivers summarized below:


		(In millions)
Renewables & Storage Segment	Increase primarily driven by the solar and BESS acquisitions referenced above.	$	32
	Increase primarily driven by non-cash lease adjustments in 2024 at certain solar facilities.	11
	Increase driven by the wind acquisitions referenced above.	8
	Decrease primarily driven by lower maintenance activities at various wind facilities.	(6)

Flexible Generation Segment	Increase primarily driven by higher maintenance activities at various facilities.	10
		$	55

Depreciation, Amortization and Accretion

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

Interest Expense

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


	(In millions)
Change in fair value of interest rate swaps due to changes in interest rates	$	60
Increase in interest expense due to an increase in principal balances for the Renewables & Storage segment primarily due to the solar and BESS acquisitions referenced above	16
Increase in interest expense due to outstanding borrowings under the corporate revolving credit facility	4


	$	80

Income Tax (Benefit) Expense

For the year ended December 31, 2025, the Company recorded an income tax benefit of $1 million on pretax loss of $172 million. For the same period in 2024, the Company recorded an income tax expense of $1 million on pretax loss of $32 million. The Company is classified as a partnership for federal and state income tax purposes. Therefore, federal and most state income taxes are assessed at the partner level. The franchise tax imposed by the state of Texas, however, is being assessed at the level of certain operating subsidiaries of the Company, and therefore reflected as an income tax expense or benefit of the Company.

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.

Net Loss Attributable to Noncontrolling Interests and Redeemable Noncontrolling Interests

For the year ended December 31, 2025, the Company had a net loss of $555 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 Daggett 1 TE Holdco LLC, Dan’s Mountain Tax Credit Holdco LLC, Luna Valley TE Holdco LLC, Rosie South TE Holdco LLC, Rosie TE HoldCo LLC and VP-Arica TE Holdco LLC HLBV net losses)	$	(689)
Income attributable to third-party partnerships (primarily due to Dan’s Mountain Tax Credit Holdco LLC, Rosie South TE Holdco LLC, Rosie TE HoldCo LLC and VP-Arica TE Holdco LLC HLBV net losses)	134
	$	(555)

For the year ended December 31, 2024, the Company had a net loss of $236 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 and Rosie TE HoldCo LLC HLBV losses)	$	(404)
Income attributable to third-party partnerships (primarily due to VP-Arica TE Holdco LLC and Rosie TE HoldCo LLC HLBV losses)	168
	$	(236)

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 distributions. 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 December 31, 2025 and 2024, the Company’s liquidity was approximately $1,061 million and $1,330 million, respectively, comprised of cash, restricted cash and availability under the Company’s revolving credit facility.


	As of December 31,
	2025		2024
	(In millions)
Cash and cash equivalents:
Clearway Energy LLC, excluding subsidiaries	$	37	$	138
Subsidiaries	194		194
Restricted cash:
Operating accounts	146		184
Reserves, including debt service, distributions, performance obligations and other reserves	441		217
Total cash, cash equivalents and restricted cash	818		733
Revolving credit facility availability	243		597
Total liquidity	$	1,061	$	1,330

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

Clearway Energy LLC and Clearway Energy Operating LLC Revolving Credit Facility

As of December 31, 2025, the Company had $361 million in outstanding borrowings under its revolving credit facility and $96 million in letters of credit outstanding. During January 2026, the Company repaid all of the outstanding borrowings under the revolving credit facility utilizing the proceeds from the sale of the 2034 Senior Notes. The facility will continue to be used for general corporate purposes, including financing of future investments or acquisitions and posting letters of credit.

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 distributions to Clearway, Inc. and CEG. 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. As of December 31, 2025, the Company’s 2028 Senior Notes, 2031 Senior Notes and 2032 Senior Notes were rated BB by S&P and Ba2 by Moody’s.

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 by Clearway, Inc. or the Company as appropriate given market conditions. As described in Item 15 — Note 10, Long-term Debt, the Company’s financing arrangements consist of corporate level debt, which includes Senior Notes, intercompany borrowings with Clearway, Inc., the revolving credit facility; facility-level financings for its various assets; the ATM Program and the DSPP.

2034 Senior Notes — On January 13, 2026, Clearway Energy Operating LLC completed the sale of $600 million aggregate principal amount of senior unsecured notes due 2034, or the 2034 Senior Notes. The 2034 Senior Notes bear interest at 5.750% and mature on January 15, 2034. Interest on the 2034 Senior Notes is payable semi-annually on January 15 and July 15 of each year, beginning on July 15, 2026. The net proceeds from the 2034 Senior Notes were used to repay $361 million in outstanding borrowings under the revolving credit facility and for general corporate purposes.

Mt. Storm Sale to Clearway Renew — On October 2, 2025, the Company, through its indirect subsidiary, WV Wind Holdco LLC, sold 100% of its membership interests in Mount Storm Wind LLC, which owns Mt. Storm to Clearway Renew for $152 million in cash consideration in order for Clearway Renew to repower the facility. The repowering of the facility is expected to increase the facility’s capacity to 335 MW. Mechanical completion of the first phase of the 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. Also on October 2, 2025, the Company, through its indirect subsidiary, WV Wind Holdco LLC, entered into an agreement with Clearway Renew to acquire 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, for $336 million in cash consideration. The consummation of the transaction is subject to customary closing conditions and certain third-party approvals and is expected to occur in the second half of 2026. Upon achieving repowering commercial operations, which is expected to occur in the second half of 2026, the facility will sell power to Microsoft under a 20-year PPA. See Note 3, Acquisitions and Dispositions, for further discussion of the transactions.

At-the-Market Equity Offering Program — On August 6, 2025, the Company and Clearway, Inc. entered into an equity distribution agreement with Morgan Stanley & Co. LLC, BofA Securities, Inc., Citigroup Global Markets Inc., J.P. Morgan Securities LLC and Wells Fargo Securities LLC, as sales agents. Pursuant to the terms of the agreement, Clearway, Inc. may offer and sell shares of its Class C common stock, from time to time through the sales agents, up to an aggregate sales price of $100 million through an at-the-market equity offering program, or ATM Program. During the year ended December 31, 2025, Clearway, Inc. issued 787,980 shares of Class C common stock under the ATM Program for gross proceeds of $25 million and incurred fees of less than $1 million, which were exchanged for 787,980 of the Company’s Class C units. The net proceeds from the sale of shares under the ATM Program were used for general corporate purposes. As of December 31, 2025, approximately $75 million of Clearway, Inc.’s Class C common stock remained available for issuance under the ATM Program.

Dividend Reinvestment and Direct Stock Purchase Plan — On August 6, 2025, Clearway, Inc. adopted a dividend reinvestment and direct stock purchase plan, or DRIP/DSPP, respectively, under which Clearway, Inc. registered and reserved for issuance up to an aggregate of 3,300,000 shares of Class C common stock. Under the DRIP, holders of Clearway, Inc.’s Class C common stock can designate all or a portion of their cash dividends, when paid, to be reinvested in additional shares of Clearway, Inc.’s Class C common stock. The DSPP allows (i) plan participants and registered stockholders of Clearway, Inc. who are not plan participants to purchase shares of Clearway, Inc.’s Class C common stock in the minimum amount of $50 per investment up to a maximum aggregate amount of $150,000 per calendar year; (ii) new investors who do not own shares of Clearway, Inc.’s Class C common stock to purchase shares by making an initial minimum investment of $250, up to a maximum aggregate amount of $150,000 per calendar year; and (iii) plan participants, other registered stockholders and new investors to request a waiver from Clearway, Inc. to make optional cash investments in excess of the maximum aggregate amount of $150,000 per calendar year. During the year ended December 31, 2025, Clearway, Inc. issued 793,202 shares of Class C common stock under the DSPP for gross proceeds of $25 million and incurred fees of less than $1 million, which were exchanged for 793,202 of the Company’s Class C units. The net proceeds from the sale of shares under the DSPP were used for general corporate purposes. As of December 31, 2025, approximately 2,506,798 shares of Clearway, Inc.’s Class C common stock remained available for issuance under the DRIP/DSPP.

In January 2026, Clearway, Inc. issued 1,445,244 shares of Class C common stock under the DSPP for gross proceeds of $50 million and incurred fees of less than $1 million, which were exchanged for 1,445,244 of the Company’s Class C units. As of January 31, 2026, approximately 1,061,554 shares of Clearway, Inc’s Class C common stock remained available for issuance under the DRIP/DSPP.

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 Item 15 — Note 10, Long-term Debt; (ii) capital expenditures; (iii) off-balance sheet arrangements; (iv) acquisitions and investments, as described more fully in Item 15 — Note 3, Acquisitions and Dispositions and Note 13, Related Party Transactions; and (v) distributions.

Debt Service Obligations

Principal payments on debt as of December 31, 2025, are due in the following periods:


Description	2026		2027		2028		2029		2030		There- after		Total
	(In millions)
Corporate-level debt:
Intercompany Note with Clearway, Inc.	$	6	$	—	$	—	$	—	$	—	$	—	$	6
Clearway Energy Operating LLC Senior Notes, due 2028	—		—		850		—		—		—		850
Clearway Energy Operating LLC Senior Notes, due 2031	—		—		—		—		—		925		925
Clearway Energy Operating LLC Senior Notes, due 2032	—		—		—		—		—		350		350
Clearway Energy LLC and Clearway Energy Operating LLC Revolving Credit Facility, due 2028	—		—		361		—		—		—		361
Total Corporate-level debt	6		—		1,211		—		—		1,275		2,492
Facility-level debt:
Agua Caliente Solar LLC, due 2037	40		41		43		44		46		321		535
Alta Wind Asset Management LLC, due 2031	1		1		1		2		2		1		8
Alta Wind I-V lease financing arrangements, due 2034 and 2035	55		57		61		63		63		256		555
Alta Wind Realty Investments LLC, due 2031	2		3		3		3		3		1		15
Borrego, due 2038	3		3		3		3		3		27		42
Buckthorn Solar, due 2031	5		5		5		5		5		75		100
Capistrano Portfolio Holdco LLC, due 2033	12		13		14		15		15		37		106
Carlsbad Energy Holdings LLC, due 2027	26		20		—		—		—		—		46
Carlsbad Energy Holdings LLC, due 2038	—		7		25		29		31		315		407
Carlsbad Holdco, LLC, due 2038	9		11		10		12		12		136		190
Cedar Creek, due 2029	2		3		3		98		—		—		106
Cedro Hill, due 2029	9		9		10		63		—		—		91
CVSR, due 2037	32		35		37		40		42		357		543
CVSR Holdco Notes, due 2037	9		9		10		9		10		87		134
Daggett 1, due 2030	2		3		3		3		121		—		132
Daggett 2, due 2028	1		1		152		—		—		—		154
Daggett 3, due 2028	—		—		216		—		—		—		216
DG-CS Master Borrower LLC, due 2040	30		28		20		19		19		211		327
Honeycomb Portfolio, due 2026 (a)	490		—		—		—		—		—		490
Luna Valley, due 2030	4		5		5		5		176		—		195
Mililani Class B Member Holdco LLC, due 2028	3		3		81		—		—		—		87
NIMH Solar, due 2031 and 2033	16		17		17		17		15		29		111
Oahu Solar Holdings LLC, due 2026	75		—		—		—		—		—		75
Pine Forest, due 2030	231		—		—		2		101		—		334
Rosie Class B LLC, due 2029	7		7		7		165		—		—		186
Rosamond South 1, due 2030	—		3		7		8		210		—		228
TSN1 Class B Member LLC, due 2029	8		9		10		142		—		—		169
Tuolumne, due 2030	15		15		14		14		96		—		154
Utah Solar Holdings, due 2036	16		16		12		16		13		140		213
Viento Funding II, LLC, due 2029	20		24		25		74		—		—		143
Other	16		16		17		12		12		23		96
Total facility-level debt	1,139		364		811		863		995		2,016		6,188
Total debt	$	1,145	$	364	$	2,022	$	863	$	995	$	3,291	$	8,680

(a) At December 31, 2025, amount includes $431 million of construction-related financings recorded in long-term debt on the Company’s consolidated balance sheet that is either being funded through long-term equity contributions or is converting to long-term debt.

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 years ended December 31, 2025 and 2024, the Company used approximately $319 million and $287 million, respectively, to fund capital expenditures, primarily in the Renewables & Storage segment, funded through construction-related financing. Growth capital expenditures included $313 million primarily in the Renewables & Storage segment, funded through construction-related financing. Growth capital expenditures included $81 million incurred in connection with the Rosamond South I solar and BESS facility, $58 million incurred in connection with the Pine Forest solar and BESS facility, $37 million incurred in connection with the Honeycomb Portfolio BESS facilities, $35 million incurred in connection with the Dan’s Mountain wind facility, $34 million incurred in connection with the Luna Valley solar facility, $27 million incurred in connection with the Daggett 1 BESS facility, $22 million incurred in connection with the repowering of the Cedro Hill wind facility, $12 million incurred in connection with the Victory Pass and Arica solar and BESS facilities and $7 million incurred by other facilities. In addition, for the years ended December 31, 2025 and 2024, the Company incurred $6 million and $11 million, respectively, of maintenance capital expenditures, which are net of credits received from equipment manufacturers.

The Company estimates $32 million of maintenance capital expenditures for 2026. These estimates are subject to continuing review and adjustment and actual capital expenditures may vary from these estimates.

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 December 31, 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 $259 million as of December 31, 2025. This indebtedness may restrict the ability of these subsidiaries to issue dividends or distributions to the Company. See also Item 15 — Note 5, Investments Accounted for by the Equity Method and Variable Interest Entities.

Contractual Obligations and Commercial Commitments

In addition to the Company’s capital expenditure programs, the Company has a variety of contractual obligations and other commercial commitments that represent prospective cash requirements. The following table summarizes the Company’s contractual obligations. See Item 15 — Note 10, Long-term Debt and Note 15, Leases, for additional discussion.


	By Remaining Maturity at December 31,
	2025										2024
Contractual Cash Obligations	Under 1 Year		1-3 Years		3-5 Years		Over 5 Years		Total		Total
	(In millions)
Long-term debt (including estimated interest)	$	1,528	$	3,033	$	2,237	$	3,458	$	10,256	$	8,810
Operating leases	63		127		125		1,214		1,529		944
Other liabilities (a)	37		66		58		181		342		317
Total	$	1,628	$	3,226	$	2,420	$	4,853	$	12,127	$	10,071

(a) Includes water right agreements, service and maintenance agreements and LTSA commitments.

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.

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, Clearway, Inc., 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. On December 17, 2025, when Pine Forest reached substantial completion, the Company paid $50 million to Clearway Renew as an additional purchase price and Clearway, Inc., through Pine Forest TE Class A, contributed an additional $38 million for its Class A membership interests in Pine Forest TE HoldCo LLC. Pine Forest has PPAs for the solar facility with investment-grade counterparties and a 20-year weighted average contract duration that commenced in December 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, a cash equity bridge loan, a tax equity bridge loan and a tax credit transfer bridge loan. Upon the facility reaching substantial completion, the third-party cash equity investor contributed $144 million and CEG contributed $49 million, which were utilized, along with the $9 million previously held in escrow, to repay the cash equity bridge loan, to repay the tax equity bridge loan, to partially repay the tax credit transfer bridge loan, to fund construction completion reserves and to pay associated fees. Additionally, on December 17, 2025, the outstanding construction loans were converted to a term loan. Subsequent to the acquisition during 2025, the Company borrowed an additional $52 million in cash equity bridge loans. The Company’s total capital investment in Pine Forest TargetCo was $68 million.

In connection with the Pine Forest solar and BESS facility reaching substantial completion, on December 17, 2025, the Company issued a loan to Clearway Energy Finance Inc., a subsidiary of Clearway, Inc., in the amount of $22 million in order to partially fund Pine Forest TE Class A’s additional contribution. As of December 31, 2025, the full $22 million remained outstanding.

In January 2026, the Company repaid the $231 million outstanding on the tax credit transfer bridge loan utilizing the proceeds received from the sale of transferable ITCs, and distributed the remaining $51 million to CEG.

Goat Mountain Development Services Agreement — On July 23, 2025, the Company entered into a development services agreement with Clearway Renew in connection with the repowering of the Goat Mountain wind facility. The Company estimates that its total capital investment in the Goat Mountain repowering will be $200 million, subject to closing adjustments. Contingent upon achieving repowering commercial operations in 2027, the 360 MW facility will sell power to an investment-grade counterparty under a new 15-year PPA. In connection with the agreement, on December 12, 2025, the Company paid Clearway Renew $27 million, primarily related to the future delivery of equipment.

Honeycomb Portfolio Drop Down — On October 15, 2025, the Company, through its indirect subsidiary, Honeycomb 1 Holdco LLC, acquired Honeycomb TargetCo, the indirect owner of the Honeycomb Portfolio, from Clearway Renew for initial cash consideration of $16 million. At substantial completion, which is expected to occur in the first half of 2026, the Company estimates it will pay an additional $62 million to Clearway Renew. The Honeycomb Portfolio has 20-year PPAs with an investment-grade utility that will commence when the underlying operating assets reach commercial operations, which is expected to occur in the first half of 2026. The acquisition was funded with existing sources of liquidity. As part of the acquisition of the Honeycomb Portfolio, 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, which will be completely paid off when the facility reaches substantial completion utilizing the proceeds from the Company’s additional purchase price and final proceeds received from the tax equity investor, along with their initial contribution at acquisition date that is being held in escrow. Subsequent to the acquisition during 2025, the Company borrowed an additional $38 million in construction loans through December 31, 2025. The Company estimates that its total capital investment in Honeycomb TargetCo will be $78 million, excluding the impact of any closing adjustments noted in the purchase agreement.

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. On September 19, 2025, when the facility reached substantial completion, the Company paid $42 million to Clearway Renew as additional purchase price. Daggett 1 has a PPA for capacity with an investment-grade counterparty for a contract duration of 15 years that commenced in September 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 and a tax equity bridge loan. Upon the facility reaching substantial completion, the tax equity investor contributed an additional $108 million, which was utilized along with the $38 million previously held in escrow and $31 million in construction loan proceeds, to repay the tax equity bridge loan, to fund construction completion reserves and to pay associated fees with the remaining proceeds distributed to CEG. Also at substantial completion, the outstanding construction loans were converted to a term loan. Subsequent to the acquisition during 2025, the Company borrowed an additional $40 million in construction loans. On October 15, 2025, the Company paid $4 million to Clearway Renew as a final purchase price adjustment. The Company’s total capital investment in Daggett 1 Class B was $57 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. On September 4, 2025, when the facility reached substantial completion, the Company paid $72 million to Clearway Renew as additional purchase price. Luna Valley has PPAs with investment-grade counterparties that have a 17-year weighted average contract duration that commenced in August 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, a cash equity bridge loan that was partially paid off at acquisition date and a tax equity bridge loan. Upon the facility reaching substantial completion, the tax equity investor contributed an additional $114 million and CEG contributed $50 million, which were utilized, along with the $29 million previously held in escrow and $28 million in construction loan proceeds, to repay the cash equity bridge loan, to repay the tax equity bridge loan, to fund construction completion reserves and to pay associated fees. Also at substantial completion, the outstanding construction loans were converted to a term loan. Subsequent to the acquisition during 2025, the Company borrowed an additional $51 million in construction loans. On October 15, 2025, the Company paid $29 million to Clearway Renew as a final purchase price adjustment. The Company’s total capital investment in Luna Valley Class B was $119 million.

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. On August 13, 2025, when the facility reached substantial completion, the Company paid $29 million to Clearway Renew as additional purchase price. 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. 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, a cash equity bridge loan that was paid off at acquisition date and a tax equity bridge loan. Upon the facility reaching substantial completion, the third-party cash equity investor contributed an additional $41 million and the tax equity investor contributed an additional $226 million, which were utilized, along with the $58 million previously held in escrow and $13 million in construction loan proceeds, to repay the tax equity bridge loan, to fund construction completion reserves and to pay associated fees with the remaining proceeds distributed to CEG. Also at substantial completion, the outstanding construction loans were converted to a term loan. Subsequent to the acquisition during 2025, the Company borrowed an additional $49 million in construction loans and also received $46 million in contributions from CEG to pay for construction completion expenses. The Company’s total capital investment in Rosie South TargetCo was $33 million.

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 third-party 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 tax equity bridge loans and also received $16 million in contributions from CEG to pay for construction completion expenses during 2025. The Company’s total capital investment in Dan’s Mountain TargetCo 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. 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. In connection with the acquisition, the Company entered into a development services agreement with Clearway Renew related to a potential repowering of the facility. In February 2026, the Company approved the commencement of the Tuolumne repowering. The Company estimates that its total capital investment in the Tuolumne repowering will be $80 million, subject to closing adjustments. Contingent upon achieving commercial operations in 2027, the 137 MW facility will sell power under its existing PPA with an investment-grade regulated entity for an additional two years.

Cash Distributions to Clearway, Inc. and CEG

The Company 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, including among others, maintenance capital expenditures to maintain the operating capacity of the Company’s assets. Distributions on units 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 distributions will continue to be paid in the foreseeable future.

The following table lists the distributions paid on the Company’s Class A, Class B, Class C and Class D units during the year ended December 31, 2025:


	Fourth Quarter 2025		Third Quarter 2025		Second Quarter 2025		First Quarter 2025
Distributions per Class A and Class B units	$	0.4528	$	0.4456	$	0.4384	$	0.4312
Distributions per Class C and Class D units	0.4528		0.4456		0.4384		0.4312

On February 17, 2026, the Company declared a quarterly distribution on its Class A, Class B, Class C and Class D units of $0.4602 per unit payable on March 16, 2026.

Cash Flow Discussion

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


	Year ended December 31,
	2025		2024		Change
	(In millions)
Net cash provided by operating activities	$	680	$	772	$	(92)
Net cash used in investing activities	(825)		(725)		(100)
Net cash provided by (used in) financing activities	230		(365)		595

Net Cash Provided by Operating Activities


Changes to net cash provided by operating activities were driven by:	(In millions)
Buy-out of the Mt. Storm commodity contract in 2025	$	(63)
Decrease in operating income after adjusting for non-cash items	(34)
Decrease in distributions from unconsolidated affiliates	(2)
Increase in working capital primarily driven by the timing of accounts receivable collections and payments of accounts payable	7
	$	(92)

Net Cash Used In Investing Activities


Changes to net cash used in investing activities were driven by:	(In millions)
Cash paid for third-party acquisitions, net of cash acquired, in 2025	$	(324)
Repayment of note receivable – affiliate in 2024 related to the Rosie Class B loan issued to Clearway Renew	(184)
Increase in capital expenditures	(32)
Payment for equipment deposit and asset purchase from affiliate in 2025 related to the Goat Mountain repowering	(27)
Decrease in the return of investment from unconsolidated affiliates	(26)
Increase in note receivable – affiliate in 2025 related to the loan issued to Clearway Energy Finance Inc.	(22)
Decrease in cash paid for Drop Down Assets, net of cash acquired	360
Proceeds from transfer of assets in 2025 related to the Mt. Storm sale	152
Other	3
	$	(100)

Net Cash Provided by (Used In) Financing Activities


Changes to 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	$	564
Proceeds from the revolving credit facility, net of payments in 2025	361
Proceeds from the issuance of Class C units in connection with issuances under the ATM Program and DSPP in 2025	48
Decrease in payments of debt issuance costs	5
Decrease in buyouts of noncontrolling interest and redeemable noncontrolling interest	4
Decrease in contributions from noncontrolling interests, Clearway, Inc. and CEG, net of distributions	(320)
Pro-rata distributions to Clearway, Inc. and CEG related to the Pine Forest Drop Down in 2025	(44)
Increase in distributions paid to unit holders	(24)
Other	1
	$	595

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 December 31, 2025, based on their level within the fair value hierarchy defined in ASC 820; and indicate the maturities of contracts at December 31, 2025. For a full discussion of the Company’s valuation methodology of its contracts, see Derivative Fair Value Measurements in Item 15 — Note 6, Fair Value of Financial Instruments.


Derivative Activity Gains (Losses)	(In millions)
Fair value of contracts as of December 31, 2024	$	(196)
Contracts realized or otherwise settled during the period	60



Changes in fair value	(68)
Fair value of contracts as of December 31, 2025	$	(204)


	Fair value of contracts as of December 31, 2025
	Maturity
Fair Value Hierarchy Losses	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	$	14	$	35	$	51	$	16	$	116
Level 3	(37)		(112)		(94)		(77)		(320)
Total	$	(23)	$	(77)	$	(43)	$	(61)	$	(204)

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’s significant accounting policies are summarized in Item 15 — Note 2, Summary of Significant Accounting Policies. 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 accounting utilizing Hypothetical Liquidation at Book Value, or HLBV, and determining the fair value of financial instruments.


Accounting Policy			Judgments/Uncertainties Affecting Application






Hypothetical Liquidation at Book Value (HLBV)			Estimates of taxable income (loss) and tax capital accounts
			Estimated calculation of specified target investor returns
			Application of liquidation provisions of operating agreements







Financial Instruments			Use of unobservable market inputs such as future electricity prices, future interest rates and discount rates

Hypothetical Liquidation at Book Value (HLBV)

Certain portions of the Company’s redeemable noncontrolling interest in subsidiaries and noncontrolling interest represent third-party interests in the net assets under tax equity arrangements, which are consolidated by the Company, that were established to finance the cost of facilities eligible for certain tax credits and benefits. The Company has determined that the provisions in the contractual agreements of these redeemable noncontrolling interests and noncontrolling interests represent substantive profit sharing arrangements. Further, the Company has determined that the appropriate methodology for calculating the redeemable noncontrolling and noncontrolling interest that reflects the substantive profit sharing arrangements is a balance sheet approach utilizing the HLBV method. Under the HLBV method, the amounts reported as redeemable noncontrolling and noncontrolling interest represent the amounts the investors to the tax equity arrangements would hypothetically receive at each balance sheet date under the liquidation provisions of the contractual agreements, assuming the net assets of the funding structures were liquidated at their recorded amounts determined in accordance with GAAP. The investors’ interests in the results of operations of the funding structures are determined as the difference in redeemable noncontrolling and noncontrolling interest at the start and end of each reporting period, after taking into account any capital transactions between the structures and the funds’ investors. The calculations utilized to apply the HLBV method include estimated calculations of taxable income or losses for each reporting period as well as estimated calculations of tax capital accounts based on the relevant provisions of each agreement and the related tax guidance. In addition, these calculations often take into account the stipulated targeted investor return specified in the subsidiaries’ operating agreement and agreed by the members of the arrangement. In certain circumstances, the Company and its partners in the tax equity arrangements agree that certain tax benefits are to be utilized outside of the tax equity arrangements, which may result in differences in the amount an investor would hypothetically receive at the initial balance sheet date calculated strictly in accordance with related contractual agreements. These differences are recognized in the consolidated statements of operations using a systematic and rational method over the period during which the investor is expected to achieve its target return. In certain cases, the Company must apply judgment in determining the methodology for applying the HLBV method and changes in certain factors may have a significant impact on the amounts that an investor would receive upon a hypothetical liquidation. The use of the HLBV method to allocate income (loss) to the noncontrolling interest holders may create volatility in the consolidated statements of operations.

Financial Instruments

The Company records its financial instruments, which primarily consist of derivative financial instruments, at fair value. The Company determines the fair value of its financial instruments using discounted cash flow models that require the use of assumptions concerning the amount of estimated future cash flows. The assumptions are determined using external, observable market inputs when available. When observable market inputs are not available, the Company must apply significant judgment to determine market participant assumptions such as future electricity prices, future natural gas prices, future interest rates and discount rates. As these inputs are based on estimates, fair values may not reflect the amounts actually realized from the related transaction.

Recent Accounting Developments

See Item 15 — Note 2, Summary of Significant Accounting Policies, for a discussion of recent accounting developments.

Item 7A — 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.

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. See Item 15 — Note 7, Accounting for Derivative Instruments and Hedging Activities, for more information.

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 December 31, 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 Item 15 — Note 7, Accounting for 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, for more information about interest rate swaps of the Company’s subsidiaries.

If all of the above swaps had been discontinued on December 31, 2025, the counterparties would have owed the Company $116 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 December 31, 2025, a 1% change in interest rates would result in an approximately $6 million change in interest expense on a rolling twelve-month basis.

As of December 31, 2025, the fair value of the Company’s debt was $8,382 million and the carrying value was $8,676 million. The Company estimates that a 1% decrease in market interest rates would have increased the fair value of its long-term debt by $291 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 Item 15 — Note 6, Fair Value of Financial Instruments, for more information about concentration of credit risk.

Item 8 — Financial Statements and Supplementary Data

The financial statements and schedules are listed in Part IV, Item 15 of this Form 10-K.

Item 9 — Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

As previously reported in the Company’s Current Report on Form 8-K filed on May 10, 2024, the Audit Committee of the Board of Directors of Clearway, Inc. dismissed Ernst & Young LLP as the Company’s independent registered public accounting firm and appointed PricewaterhouseCoopers LLP, an independent registered public accounting firm, to audit the consolidated financial statements of the Company and its subsidiaries for the fiscal year ended December 31, 2024. For more information, please refer to the Company’s Current Report on Form 8-K filed on May 10, 2024.

Item 9A — Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of the Company’s management, including its principal executive officer, its principal financial officer and its 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 Company’s disclosure controls and procedures were not effective as of December 31, 2025, the end of the period covered by this Annual Report on Form 10-K, as a result of the material weakness in internal control over financial reporting identified during the fourth quarter of 2025, as described below.

Notwithstanding the identified material weakness, as of the date of the filing of this Annual Report on Form 10-K, the Company’s management believes that the audited consolidated financial statements contained in this Annual Report on Form 10-K fairly present, in all material respects, the Company’s financial position, results of operations and cash flows for the periods presented and such financial statements are presented in accordance with GAAP.

Definition and Inherent Limitations over Internal Control over Financial Reporting

The Company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with GAAP. The Company’s internal control over financial reporting includes those policies and procedures that:

1. Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the Company’s assets;

2. Provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with GAAP, and that the Company’s receipts and expenditures are being made only in accordance with authorizations of its management and directors; and

3. Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the consolidated financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.

Management’s Report on Internal Control over Financial Reporting

The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f) or 15d-15(f). Under the supervision and with the participation of the Company’s management, including its principal executive officer, its principal financial officer and its principal accounting officer, the Company conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2025 using the criteria described in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on the evaluation described above, the Company’s management identified a material weakness in its internal control over financial reporting due to ineffective controls over the review of certain calculations of hypothetical liquidation at book value (HLBV) accounting used to allocate net income (loss) to the Company’s redeemable noncontrolling interests and noncontrolling interests in tax equity partnerships. This material weakness resulted in immaterial errors in the previously issued Quarterly Reports on Form 10-Q for the interim periods within the fiscal year ended December 31, 2025, which is disclosed in Note 16, Revision of Previously Issued Unaudited Financial Information (Unaudited). Additionally, the material weakness could result in misstatements of the aforementioned account balances that would result in a material misstatement of the Company’s annual or interim consolidated financial statements that would not be prevented or detected. As a result of the material weakness described above, management has concluded that the Company’s internal control over financial reporting was not effective as of December 31, 2025.

Material Weakness Remediation Plan and Activities

The Company is committed to addressing the material weakness described above and has begun to implement changes in processes designed to improve its internal control over financial reporting. To remediate the material weakness, the Company has implemented enhancements to its existing controls over the review of HLBV calculations used to allocate net income (loss) to the Company’s redeemable noncontrolling interests and noncontrolling interests in tax equity arrangements. These enhancements include (i) additional procedures to review the completeness and accuracy of key inputs and the mathematical accuracy of HLBV models during funding periods, (ii) the use of additional review tools to ensure that unique circumstances related to funding periods are reflected accurately and (iii) increased precision in the review of HLBV models, including specific procedures designed to identify and evaluate changes to the models subsequent to their initial setup, as well as additional levels of review for model updates, contract amendments and during funding periods. During the fourth quarter of 2025, the Company effectively operated the enhanced controls over the review of HLBV calculations.

Changes in Internal Control over Financial Reporting

Other than the identified enhancements discussed in the “Material Weakness Remediation Plan and Activities” section above, there were no changes in the Company’s internal control over financial reporting (as such term is defined in Rule 13a-15(f) or 15d-15(f) under the Exchange Act) during the quarter ended December 31, 2025, that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Item 9B — Other Information

During the three months ended December 31, 2025, no director or officer (as defined in Rule 16a-1(f) under 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.

PART III

Item 10 — Information about Directors, Executive Officers and Corporate Governance

The Company is a limited liability company that is managed by Clearway, Inc., as its sole managing member. As a limited liability company managed by Clearway, Inc., the Company does not have a board of directors. References herein to the Company’s board of directors are references to the board of directors (the “Board of Directors”) of Clearway, Inc. Pursuant to the Fourth Amended and Restated Limited Liability Company Agreement of the Company, Clearway, Inc. has appointed officers of the Company and designated certain of such officers as “Executive Officers.” These executive officers are the same as the executive officers of Clearway, Inc.

The following table shows information for the Company’s executive officers. Executive officers serve until their successors are duly appointed or elected.


Name	Age	Title
Craig Cornelius	46	President and Chief Executive Officer
Sarah Rubenstein	48	Executive Vice President, Chief Financial Officer
Kevin P. Malcarney	59	Executive Vice President, General Counsel and Corporate Secretary

Craig Cornelius has served as President and Chief Executive Officer of the Company since July 2024 and as a director of the Company since July 2024. He has been CEG’s chief executive officer since its formation through a spin-out of NRG Energy, Inc.’s clean energy businesses in 2018. Previously, Mr. Cornelius was President of NRG’s renewables division. In this capacity, he oversaw origination, development, engineering and construction, operations and asset management across the company’s businesses in wind and solar power. He joined NRG in 2013 and initially led new business development for renewables, including the establishment of new market segments, acquisition of projects, and direction of process improvement initiatives. Before joining NRG, Mr. Cornelius served for five years as a Principal and then a Managing Director in the solar investing practice at Hudson Clean Energy Partners. Previously, he was the Program Manager of the U.S. Department of Energy’s Solar Energy Technologies Program, where he led the creation of the $1.5 billion Solar America Initiative. Mr. Cornelius is also a member of the board of directors of Sunrun Inc., where he also serves as a member of its audit committee and nominating, governance and sustainability committee. As President and Chief Executive Officer of the Company, Mr. Cornelius provides the Board of Directors with management’s perspective regarding the Company’s day to day operations and overall strategic plan.

Sarah Rubenstein has served as Executive Vice President and Chief Financial Officer of the Company since April 2023 and previously served as Senior Vice President and Chief Accounting Officer of the Company from January 2022 to March 2023 and as Vice President, Accounting and Controller from November 2020 through December 2021, where she was responsible for providing oversight of the Company’s financial accounting and reporting functions. Ms. Rubenstein previously served as Assistant Controller of the Company from August 2018 through November 2020, where she was responsible for managing corporate accounting and financial reporting activities, and immediately prior to that, as Director of Accounting Research and Financial Reporting at NRG Energy, Inc. from August 2012 through August 2018. Ms. Rubenstein’s prior roles include Director of Finance at EPV Solar, Inc. and Senior Director of Financial Reporting at Warner Music Group. Ms. Rubenstein began her career as an auditor with PricewaterhouseCoopers.

Kevin P. Malcarney has served as the Company’s General Counsel, Corporate Secretary and Chief Compliance Officer since May 2018, and was promoted from Senior Vice President to Executive Vice President in January 2022. He was previously Vice President and Deputy General Counsel at NRG responsible for new businesses, mergers and acquisitions, divestitures and project financings, and managed a large team of lawyers that operated across all geographic regions and business areas of the company. Prior to NRG, Mr. Malcarney worked at two AmLaw 100 firms in Princeton, New Jersey and Philadelphia, Pennsylvania, and handled mergers and acquisitions, project financing and general corporate matters. Mr. Malcarney received his JD/MBA from Rutgers University School of Law, Camden, and his BBA in Marketing from the Wharton School, University of Pennsylvania.

Code of Ethics

The Company has not adopted a separate code of ethics because all of the officers of the Company are subject to the Code of Conduct adopted by the Board of Directors of Clearway, Inc. The Code of Conduct of Clearway, Inc. applies to all of its directors and employees, including its and the Company’s officers (e.g., the Company’s Chief Executive Officer (the “CEO”), Chief Financial Officer (the “CFO”) and Principal Accounting Officer). Clearway, Inc.’s Code of Conduct is available on its website, www.clearwayenergy.com.

Insider Trading Policy

The Company has not adopted a separate insider trading policy because all of the officers, and certain other employees and insiders, of the Company are subject to the insider trading policy (the “Clearway, Inc. Insider Trading Policy”) adopted by the Board of Directors of Clearway, Inc., which governs the purchase, sale and/or other dispositions of our securities and the securities of Clearway, Inc. by insiders of the Company and Clearway, Inc. We believe the Clearway, Inc. Insider Trading Policy is reasonably designed to promote compliance with insider trading laws, rules and regulations. A copy of the Clearway, Inc. Insider Trading Policy is filed as Exhibit 19 to this Annual Report on Form 10-K.

Item 11 — Executive Compensation

Compensation Committee Report

The Company’s named executive officers are also named executive officers of Clearway, Inc., and the compensation of the named executive officers disclosed herein reflects total compensation for services with respect to Clearway, Inc. and all of its subsidiaries, including the Company. The Compensation Committee (the “Compensation Committee”) of the Board of Clearway, Inc. (the “Board”) has reviewed and discussed the Compensation Discussion and Analysis included in this Annual Report on Form 10-K required by Item 402(b) of Regulation S-K with management and, based upon such review and discussion, the Compensation Committee has recommended to the Board that the Compensation Discussion and Analysis be included in this Annual Report on Form 10-K.


			Compensation Committee:
			E. Stanley O’Neal, Chair
			Jonathan Bram
			Brian R. Ford
			Olivier Jouny
			Jennifer Lowry
			Daniel B. More

Compensation Discussion and Analysis

Executive Summary

Executive Compensation Program

Clearway, Inc. 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 CEG, which holds all of Clearway, Inc.’s Class B common stock and Class D common stock and thus collectively have the majority voting interest in Clearway, Inc. This Compensation Discussion and Analysis (this “CD&A”) describes the philosophy, elements, implementation and results of Clearway, Inc.’s 2025 executive compensation program as it applies to the executive team. As discussed above, Clearway, Inc.’s named executive officers are also named executive officers of Clearway Energy LLC, and the compensation of the named executive officers (“NEOs”) discussed below reflects total compensation for services with respect to Clearway, Inc. and all of its subsidiaries, including Clearway Energy LLC. In this CD&A, the term “Company,” as well as the terms “our,” “we,” “us” or like terms, are used to refer to Clearway, Inc. and its consolidated subsidiaries, including Clearway Energy LLC and its consolidated subsidiaries.

The Compensation Committee’s objectives are to design a simple, yet competitive, executive compensation program for the Company, which is aligned with the interests of our stockholders. This program is designed to align our short-term and long-term compensation with the Company’s annual performance and three-year performance, respectively. Our annual incentive program (“AIP”) is primarily based on objective criteria that support the achievement of our short-term objectives, which we believe ultimately creates long-term stockholder value. Our long-term incentive awards, which are issued under our Amended and Restated 2013 Equity Incentive Plan (the “LTIP”), are comprised of (i) approximately 67% Performance Stock Units (“PSUs”), which vest based on the attainment of certain performance metrics described in the following sentence, and (ii) approximately 33% Restricted Stock Units (“RSUs”), which vest based on continued service over three years. With respect to the PSUs granted in 2025, approximately 50% of the PSUs vest based on our relative total stockholder return (“TSR”) measured over three years, and approximately 50% of the PSUs vest based on the growth of our average cash available for distribution (“CAFD”) on a per share basis measured over three years. The program is intended to incorporate many best practices in compensation design, while being tailored to our business needs and compensation objectives.

In 2025, the Compensation Committee reviewed and did not modify its general philosophy related to the compensation program. However, consistent with Mr. Cornelius’ status as an employee of CEG during 2024, the Company does not pay any cash compensation or provide employee benefits (other than LTIP payments) to Mr. Cornelius. Similarly, beginning in 2025, our other named executive officers (the “Other NEOs”), along with substantially all of the Company’s workforce, also became employees of CEG in 2025 and began receiving cash compensation and employee benefits (other than LTIP payments) from CEG (rather than the Company). Nonetheless, the Compensation Committee’s role with respect to our compensation program during 2025 remained consistent with its role in 2024.

Although the Company pays CEG the management fee pursuant to the Company’s management services arrangement with CEG, (i) the management fee is unaffected by any cash compensation or employee benefit amounts that CEG provides to Mr. Cornelius, and (ii) the Company does not otherwise pay or reimburse CEG for the foregoing cash compensation and employee benefits that are provided by CEG to Mr. Cornelius. With respect to the Other NEOs, the management fee is similarly unaffected by the cash compensation or employee benefit amounts that CEG provides to the Other NEOs, in that the management fee generally consists of a fixed amount that may be adjusted under limited circumstances. However, as part of the process of establishing the management fee in 2025, the management services agreement was amended to increase the management fee, to account for, in part, CEG’s increased payroll costs as a result of the transition of substantially all of CWEN’s workforce to CEG in 2025 (the “Payroll Component”). While CEG’s payroll costs with respect to Mr. Cornelius are not reflected in the Payroll Component, the Company could be viewed under the Payroll Component as bearing certain of CEG’s payroll costs with respect to the cash compensation and employee benefits that the Other NEOs receive from CEG.

The following tables set forth the payor of each primary element of the NEOs’ compensation:


Primary Element of Mr. Cornelius’ Compensation			Payor of Compensation Element
Base Salary			CEG
Annual Incentive Compensation			CEG
Long-Term Incentive Compensation			Company(1)
Employee Benefits			CEG
Primary Element of Other NEOs’ Compensation			Payor of Compensation Element
Base Salary			CEG
Annual Incentive Compensation			CEG
Long-Term Incentive Compensation			Company
Employee Benefits			CEG

(1) In 2024, Mr. Cornelius received a one-time award of 375,000 restricted shares of Class C common stock of Clearway, Inc. under CEG’s equity compensation program (i.e., outside of our LTIP), which vests in three equal installments, with one-third having vested on October 1, 2024 and one-third having vested on October 1, 2025 and the remaining one-third vesting on October 1, 2026.

Because the Company does not pay any cash compensation or provide employee benefits (other than the payments with respect to the Company’s LTIP) to Mr. Cornelius and because the cash compensation and employee benefit amounts provided by CEG to Mr. Cornelius are not subject to the Payroll Component, the Company has not disclosed these items with respect to Mr. Cornelius in the Summary Compensation Table. Instead, the Company has disclosed only the compensatory amounts that are payable to Mr. Cornelius by the Company, which are limited to Mr. Cornelius’ RSU and PSU grants under the LTIP. With respect to the Other NEOs, because the cash compensation and employee benefit amounts (or some portion thereof) provided by CEG to the Other NEOs potentially are reflected in the Payroll Component, the Company has disclosed all elements of the Other NEOs’ compensation and benefits in the Summary Compensation Table.

At our 2025 Annual Meeting of Stockholders, we received approximately 99% support for our say on pay proposal. After considering the 2025 say on pay voting results, the Compensation Committee and the Board did not make any changes to the Company’s executive compensation program in response to such vote. We believe the 2025 say on pay voting results demonstrate our stockholders support our pay practices and that our compensation program is aligned with their interests.

Key Governance Features of Our Executive Compensation Program

Our compensation program and practices incorporate several key governance features as highlighted in the table below.


What We Do:			What We Don’t Do:
•Pay for performance by compensating our NEOs through equity			•No excise tax gross‑ups on change‑in‑control payments and no tax gross‑ups on perquisites or benefits
•Pay for performance by compensating our Other NEOs through annual AIP awards			•No pledging or hedging of the Company’s stock by NEOs or directors
•The large majority of our equity compensation for Senior Vice Presidents and above is performance-based			•No employment agreements for executive officers with the exception of the employment agreement between our CEO and CEG
•Target our peer group median for total direct compensation for the Other NEOs			•No guaranteed bonus payments under our AIP for our NEOs
•Require a double trigger for the acceleration of equity vesting in connection with a change‑in‑control			•No supplemental executive retirement plans
•Prevent undue risk taking in our compensation practices and engage in robust risk monitoring			•No re‑pricing of underwater stock options and no stock option grants with an exercise price below 100% of fair market value
•Include legally-required and Company-specific clawback policies in our compensation plans
•Maintain robust stock ownership guidelines for our NEOs
•Provide market‑level retirement benefits and limited perquisites
•Engage an independent compensation consultant to provide advice to the Compensation Committee with respect to our compensation program
•Conduct an annual say on pay vote

Business Strategy

The Company’s primary business strategy is to focus on the acquisition and ownership of assets with predictable, long-term cash flows that allow the Company to increase the cash distributions paid to its unit holders over time without compromising the ongoing stability of the business. The Company’s plan for executing this strategy includes the following key components: focusing on contracted renewable energy and flexible generation; growing our business through acquisitions of contracted operating assets primarily in North America; and maintaining sound financial practices to increase distributions to our unit holders. For additional information regarding the Company’s business results during 2025, please see Part II, Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Executive Compensation Program

2025 Named Executive Officers

This CD&A describes the material components of our compensation program for our NEOs in 2025. For the year ended December 31, 2025, our NEOs included the following individuals:


NEO						2025 Title
Craig Cornelius						President and Chief Executive Officer
Sarah Rubenstein						Executive Vice President and Chief Financial Officer
Kevin P. Malcarney						Executive Vice President, General Counsel and Corporate Secretary

Goals and Objectives of the Program

The Compensation Committee is responsible for the development and implementation of the Company’s executive compensation program, subject to Board approval for equity awards under the LTIP to certain officers, and references to Compensation Committee actions described below should be read in a manner that contemplates the requisite Board approval, as applicable, is in effect (see “Board Committees—Compensation Committee” above). The intent of the program is to reward the achievement of the Company’s annual goals and objectives while supporting the Company’s long-term business strategy. The Compensation Committee is committed to aligning executive compensation with performance. Our Compensation Committee has designed an executive compensation program that is intended to:

•closely align our executive compensation with stockholder value creation, avoiding plans that encourage executives to take excessive risk, while driving long-term value to stockholders;

•support our long-term business strategy, while rewarding our executive team for their individual accomplishments with tailored individual executive compensation metrics and incentives; and

•provide a competitive compensation opportunity while aligning with market standards for compensation.

The Compensation Committee’s objectives are designed to be achieved through the use of short-term incentives for the Other NEOs and long-term incentives for all the NEOs. With respect to our CEO, the Compensation Committee maintains a dialogue with the CEG compensation committee and considers our CEO’s overall compensation in connection with its decisions involving our CEO’s long-term incentive compensation. The Company currently targets total direct compensation with respect to the Other NEOs at the median of our Compensation Peer Group (defined below), as described below under “Elements of Compensation.”

The Compensation Process

Compensation Consultant

Pursuant to its charter, the Compensation Committee is authorized to engage, at the expense of the Company, a compensation consultant to provide independent advice, support and expertise to assist the Compensation Committee in overseeing and reviewing our overall executive compensation strategy, structure, policies and programs, and to assess whether our compensation structure establishes appropriate incentives for management and other key employees. Pay Governance has been the Compensation Committee’s independent compensation consultant since August 2020, and Pay Governance has continued to serve in that capacity to the present date. Pay Governance worked with the Compensation Committee to formulate the design of the executive and director compensation programs for 2025. As part of its work with the Compensation Committee, Pay Governance provided reports to the Compensation Committee containing research, market data, survey information and information regarding trends and developments in executive and director compensation, and Pay Governance reported directly to the Compensation Committee.

Except with respect to services Pay Governance provided in connection with advising the CEG compensation committee, neither Pay Governance, nor any of its affiliates, provided any other services for us or any of our affiliates in 2025. The aggregate fees paid to Pay Governance for the 2025 services it provided to the CEG compensation committee were $44,920. In accordance with SEC rules and requirements, the Compensation Committee has affirmatively determined that the services performed by Pay Governance did not raise any conflict of interest and no conflicts of interest exist between the Company and Pay Governance (or any individuals working on the Company’s account on behalf of Pay Governance).

Compensation Peer Group Analysis

The Compensation Committee, with support from its independent compensation consultant, identifies the most appropriate comparator group for the Company within relevant industries for purposes of benchmarking compensation (the “Compensation Peer Group”). With respect to 2025, the support from Pay Governance included its assistance in identifying an appropriate Compensation Peer Group that accounted for the reorganization effected by the Company and CEG, pursuant to which substantially all of the employees and operations of the Company transferred to CEG as of January 1, 2025. The Compensation Committee aims to compare our compensation program to a consistent Compensation Peer Group year-to-year, but given the dynamic nature of our industry and the companies that constitute it, the Compensation Committee annually examines the Compensation Peer Group for appropriateness in terms of size, complexity, and industry.

In connection with this annual review, the Compensation Committee reviewed the Compensation Peer Group identified for 2024 and adjusted it for 2025 to (i) add the following companies: First Solar, Inc., Hannon Armstrong Sustainable Infrastructure, L.P., New Fortress Energy Inc. and Sunrun Inc. and (ii) remove the following companies: Algonquin Power & Utilities Corp., Atmos Energy Corporation, Capital Power Corporation, Genesis Energy, L.P. and Equitrans Midstream Corporation. These adjustments for 2025 generally reflect (x) an increased emphasis on including independent power producers and key talent competitors in the Compensation Peer Group, (y) a reduced emphasis on including master limited partnerships, Canadian companies, midstream companies and pipeline companies in the Compensation Peer Group, and (z) an openness to include residential solar companies in the Compensation Peer Group. As a result, the Compensation Committee, with support from Pay Governance, determined that the Compensation Peer Group for 2025 would be focused on four key industry groupings with overlapping organization characteristics and/or business models with the Company: (1) utilities with renewable energy generation assets, (2) renewable electricity, (3) midstream and gas utilities with distribution / transportation capabilities, and (4) energy storage industries. For these purposes, the Compensation Peer Group for 2025 is identified below:

Company

Ticker

Company

Ticker

Alliant Energy Corporation

NASDAQ: LNT

Northland Power Inc.

TSX: NPI

Avista Corporation

NYSE: AVA

NorthWestern Corporation

NYSE: NWE

Black Hills Corporation

NYSE: BKH

Ormat Technologies, Inc.

NYSE: ORA

Boralex Inc.

OTCMKTS: BRLXF

Portland General Electric Company

NYSE: POR

First Solar, Inc.

NASDAQ: FSLR

Sunrun Inc.

NASDAQ: RUN

Hannon Armstrong Sustainable Infrastructure, L.P.

NYSE: HASI

TransAlta Corporation

NYSE: TAC

Innergex Renewable Energy Inc.(1)

TSX: INE

MGE Energy, Inc.

NASDAQ: MGEE

New Fortress Energy Inc.

NASDAQ: NFE

(1) Innergex Renewable Energy Inc. was acquired by La Caisse in July 2025 and was delisted, but was included by Pay Governance as part of its 2025 compensation benchmarking analysis, and for that reason, Innergex Renewable Energy Inc. is included in the Compensation Peer Group for 2025 but will not be part of the Compensation Peer Group for 2026 or going forward.

For purposes of determining appropriate NEO compensation levels for 2025, the Compensation Committee reviewed NEO compensation from peers, where available and when appropriate (e.g., based on an NEO’s position and duties). To supplement this analysis, the Compensation Committee reviewed relevant third-party survey data and considered the recommendations of the CEO, on Other NEO and employee compensation matters not involving the CEO. The Compensation Committee may accept or adjust CEO recommendations at its discretion. The NEOs did not participate in Compensation Committee discussions regarding their own compensation.

Elements of Compensation

Our executive compensation program consists of fixed compensation (base salary), performance-based compensation (annual bonuses and PSUs) and time-based compensation (RSUs), noting that the only compensation directly provided by the Company to our NEOs consists of awards of PSUs and RSUs that are issued pursuant to our LTIP (noting that CWEN is responsible for reimbursing CEG for the cash compensation and employee benefit amounts provided by CEG to the Other NEOs). We generally use the median percentile of our Compensation Peer Group as a guidepost in establishing the targeted levels of compensation (cash and/or equity, as applicable) for our Other NEOs. We expect that, over time, the relevant components of the foregoing targeted compensation for our NEOs will continue to approximate the median of our Compensation Peer Group. Realized pay in a given year depends on the achievement of defined performance-based compensation metrics. While a portion of the above-described compensation is fixed, a significant percentage is at-risk and payable and/or realizable only if certain performance objectives are met.

Base Salary

As noted above, the Company does not pay cash compensation to our CEO, who is an employee of CEG. Instead, our CEO’s base salary is paid solely by CEG in accordance with his employment agreement and such base salary is not subject to the Payroll Component. However, the Compensation Committee is permitted under the terms of our CEO’s employment agreement to make non-binding recommendations to the CEG compensation committee regarding any adjustments to Mr. Cornelius’ base salary, with the CEG compensation committee having final decisional authority with respect to such adjustments.

With respect to our Other NEOs, their base salaries are also paid by CEG (i.e., as employees of CEG) and such base salary payments (or some portion thereof) potentially are reflected in the Payroll Component. Nonetheless, given that the services of the Other NEOs primarily relate to the Company, the Compensation Committee remains involved in base salary determinations for the Other NEOs. Base salary is a critical component that is used to compensate each of the Other NEOs for his or her level of experience, position, responsibilities and for the continued expectation of superior performance. Recommendations on increases to base salary take into account, among other factors, the applicable Other NEO’s individual performance, the general contributions of the Other NEO to overall corporate performance, the level of responsibility of such Other NEO with respect to his or her specific position, and the Other NEO’s current base salary level compared to the market median. Each of Ms. Rubenstein and Mr. Malcarney received a base salary increase in 2025 based on such executive’s performance and peer group benchmarking.

The base salary for each of the NEOs for fiscal year 2025 as of December 31, 2025 is set forth below:


Named Executive Officer	2025 Annualized Base Salary ($)(1)	Percentage Increase Over 2024 (%)(2)
Craig Cornelius(3)	750,000	—	%
Sarah Rubenstein	435,625	2.50	%
Kevin P. Malcarney	434,907	1.50	%

(1) Actual 2025 base salary earnings are presented in the Summary Compensation Table for the Other NEOs.

(2) As compared to the December 31, 2024 annualized base salary.

(3) Mr. Cornelius’ base salary is payable solely by CEG in accordance with his employment agreement and such base salary is not subject to the Payroll Component. As a result, Mr. Cornelius’ base salary is included in the above table for the sake of completeness, but is not included in the Summary Compensation Table.

Annual Incentive Compensation

Overview

As noted above, the Company does not pay cash compensation to our CEO, who is an employee of CEG. As a result, our CEO’s annual bonus compensation is paid solely by CEG (pursuant to CEG’s annual bonus program) in accordance with his employment agreement and such annual bonus is not subject to the Payroll Component. Pursuant to his employment agreement, our CEO is eligible to receive an annual incentive bonus at a target amount equal to 175% of his then-current base salary, with the actual annual bonus with respect to a fiscal year being based on the level of achievement of annual performance objectives established for such fiscal year with respect to CEG; provided that such actual annual bonus may not exceed 300% of the CEO’s base salary as in effect at the end of such fiscal year. However, during fiscal years in which Mr. Cornelius serves as our CEO, the performance objectives with respect to his annual bonus will be established, evaluated and approved (including for such purposes that relate to the extent to which such performance objectives are attained) by the Compensation Committee. The CEG compensation committee, in turn, is permitted to make non-binding recommendations to the Compensation Committee regarding the foregoing performance objective matters, and the Compensation Committee will have final decisional authority with respect to these matters. Our CEO’s performance objectives were primarily based on the 2025 AIP bonus performance criteria and weighting described below (noting that our CEO’s annual bonus benefit is provided pursuant to his employment agreement with CEG).

With respect to our Other NEOs, our annual incentive compensation awards (AIP bonuses) are paid by the Company to the Other NEOs, and such AIP payments are potentially reflected in the Payroll Component. Nonetheless, given that the services of the Other NEOs primarily relate to the Company, the Compensation Committee remains involved in AIP bonus determinations for the Other NEOs. AIP bonuses are awarded to our Other NEOs under our annual incentive program or “AIP.” AIP bonuses represent short-term compensation designed to compensate our Other NEOs for meeting annual Company goals and for their individual performance over the course of the year. The Compensation Committee establishes these annual Company goals after reviewing the Company’s business strategy and other matters. As further discussed below, the annual goals for 2025 relate to: (a) CAFD and (b) key performance milestones.

The overall bonus payouts are subject to (i) potential positive or negative adjustments of up to 20% depending on the NEO’s individual performance and (ii) a potential 5% across-the-board negative adjustments depending on our performance with respect to certain pre-established safety metrics, known as “DART” (days away from work, restricted duty and job transfer). This 5% reduction will apply in the event our relevant DART rates for construction exceed 0.35 and/or our relevant DART rates for operations exceed 0.45 for the year (“DART Overage”). DART rates are generally calculated via the following fraction: (x) the numerator being the number of DART-related incidents multiplied by the annual hours performed by the relevant personnel base for the year, and (y) the denominator being the total hours performed by such personnel base for the year. In addition, notwithstanding individual performance or the extent to which the Company goals are achieved, the Compensation Committee retains sole discretion under the AIP to reduce the amount of or eliminate any AIP bonuses that are otherwise payable under the AIP.

AIP bonus opportunities are expressed in terms of threshold, target and maximum bonus opportunities. Different percentages of each NEO’s annual base salary relate to these threshold, target and maximum AIP bonus opportunities. In the event threshold performance for 2025 is not achieved with respect to one of the AIP performance metrics, no AIP bonus amounts will be payable with respect to that component for 2025. For 2025, the threshold AIP bonus payout was increased from 50% to 75% of the target amount, and the maximum AIP bonus payout was reduced from 200% to 150% of the target amount.

The AIP provides our Other NEOs eligibility for a pro-rated target bonus payment for the year of a qualifying severance termination, based on the portion of the performance period that the NEO was employed. As further discussed below, our CEO’s employment agreement governs his severance entitlements in connection with his annual bonus compensation. For a more detailed discussion, including the quantification of potential payments, please see the section entitled “Severance and Change-in-Control” following the executive compensation tables below.

2025 AIP Bonus Performance Criteria

The 2025 AIP bonus performance criteria applicable to our NEOs are based upon the Company’s CAFD performance and the attainment of the key performance milestones, and bonus payouts are subject to adjustment based on individual performance and, if applicable, due to DART Overage, as discussed above. The table below sets forth the 2025 AIP performance criteria and weightings applicable to our NEOs, assuming the achievement of each goal at target.


Goal			Weight
CAFD(1)			40%
Key Performance Milestones			60%

Overall Funding			100%
Safety Adjustment (DART Overage)			-5%
Individual Performance Adjustment			+/- 20%

(1) A non-GAAP measure, CAFD is defined as adjusted earnings before interest, taxes, depreciation and amortization (Adjusted EBITDA) plus cash distributions/return of investment from unconsolidated affiliates, and subsequent release post-bankruptcy, cash receipts from notes receivable, cash distributions from noncontrolling interests, adjustments to reflect sales-type lease cash payments, 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.

•CAFD. The Compensation Committee set the 2025 threshold, target and maximum CAFD performance metric at $370 million, $420 million and $470 million, respectively. For 2025, the CAFD goals and the achieved level are set forth in the chart below.


CAFD Threshold	CAFD Target	CAFD Maximum	CAFD Actual
$370 million	$420 million	$470 million	$430 million

•Key Performance Milestones. “Key performance milestone” performance metrics are established as a defined annual incentive category. The Compensation Committee establishes threshold, target and maximum levels of performance for this category based on the number of milestones achieved. For 2025, a total of eight milestones were established relating to: wind fleet plant availability (based on the percentage of time our wind facilities are capable of generating electricity at their rated capacity(ies), solar fleet plant availability (based on the percentage of time our solar facilities are capable of generating electricity at their rated capacity(ies)), fleet capacity in service (based on the aggregate gigawatt level of total available fleet units that are operational and deployed), late-stage pipeline developments (based on projects that are advancing toward completion or commercial operation), implementation of cost efficiency and savings program, implementation of energy resource planning project, implementation and readiness of Enterprise Resource Planning (ERP), employee engagement survey participation levels (relating to levels of engagement in annual employee engagement survey), and adherence to budget. For 2025, threshold performance required the achievement of three out of the eight milestones, target performance required the achievement of five out of the eight milestones, and maximum performance required the achievement of all eight milestones. Ultimately, performance between target and maximum was attained with the achievement of seven milestones in 2025.

•Individual Performance. As indicated above, each NEO’s individual performance may (negatively or positively) affect his or her AIP bonus by up to 20% of his or her target award, although no AIP bonus payments can exceed 150% of the target award. Such individual performance is determined on a subjective basis based on the Compensation Committee’s assessment of the Other NEO’s contributions in supporting adherence to budget, support towards the achievement of key performance milestones, and other contributions towards the successful execution of the Company’s business strategy.

2025 AIP Bonus Opportunity

The threshold, target and maximum AIP bonus opportunities for each NEO for 2025, expressed as a percentage of base salary, were:


Named Executive Officer	Threshold (%)(1)	Target (%)(1)	Maximum (%)(1)	Target Amount ($)
Craig Cornelius(2)	131.25	175	262.5	1,312,500
Sarah Rubenstein	32.50	65	130	283,156
Kevin P. Malcarney	32.50	65	130	282,690

(1) This assumes that the CAFD performance metric and all other quantitative and qualitative goals, including the key performance milestones, are achieved at threshold, target and maximum levels, as applicable.

(2) Mr. Cornelius’ AIP bonus is payable solely by CEG in accordance with his employment agreement and such bonus is not subject to the Payroll Component. The above-described “Threshold” and “Maximum” figures for Mr. Cornelius represent amounts that are equal to 75% and 150%, respectively, of the above-described “Target” figure. As a result, Mr. Cornelius’ annual bonus is included in the above table for the sake of completeness, but is not included in the Summary Compensation Table.

2025 AIP Bonuses

As noted above, with respect to AIP bonuses for 2025, the CAFD target was $420 million and the key performance milestone target was achievement of seven out of eight key performance milestones.

For 2025, CAFD achievement was above target and below maximum at approximately $430 million, seven out of eight key performance milestones were achieved, and no adjustments were made or required with respect to DART Overages. Due to the achievement specified above, 2025 AIP bonuses were paid, and at levels between target and maximum for each of Ms. Rubenstein and Mr. Malcarney. The Compensation Committee elected to not apply an individual performance modifier with respect to any of the NEOs’ 2025 AIP bonuses. If performance falls between threshold and target or target and maximum, the bonus opportunity will be determined on an interpolated basis.

The annual incentive bonuses paid to NEOs for 2025 were:


Named Executive Officer	Percentage of Annual Base Salary Achieved (%)	Individual Performance Modifier (+/- 20%)	Percentage of Target Achieved (%)	Annual Incentive Payment ($)
Craig Cornelius(1)	215	—	123	1,614,375(2)
Sarah Rubenstein	80	—	123	348,281
Kevin P. Malcarney	80	—	123	347,708

(1) Mr. Cornelius’ annual bonus is payable solely by CEG in accordance with his employment agreement and is included in the above table for the sake of completeness, but is not included in the Summary Compensation Table.

(2) Mr. Cornelius may elect to receive a portion of his annual bonus in shares of Company stock granted pursuant to CEG’s equity compensation program that would vest 100% immediately upon their grant.

Long‑Term Incentive Compensation

We believe that equity awards directly align our NEOs’ interests with those of our stockholders. In 2025, the Compensation Committee granted our NEOs a combination of (i) performance-based equity awards that are intended to be linked to long-term stockholder value creation, and (ii) time-based equity awards that represent a critical component of our long-term incentive compensation due to the retention aspects of the awards. To enhance our compensation program’s focus on Company performance, the majority of these long-term incentive awards (approximately 67%) were performance-based (i.e., granted as PSUs). The remainder of our long-term incentive awards (approximately 33%) were time-based (i.e., granted as RSUs which vest over three years). We believe that our AIP appropriately focuses our NEOs on shorter-term (one-year) financial metrics, while our LTIP emphasizes to our NEOs the importance of long-term stockholder value creation (i.e., three-year average per share CAFD performance (“Average CAFD Per Share”) with respect to PSUs granted in 2025 (“CPSUs”) and three-year relative TSR outperformance (“TPSUs”)).

The Compensation Committee and senior management monitor the Company’s equity grant practices to evaluate whether such policies comply with governing regulations and are consistent with good corporate practices. Such grants are typically made in mid-April each year. In addition, the Compensation Committee may make grants at any time during the year it deems appropriate, including with respect to new hires or transitions. Therefore, the proximity of any awards to other significant corporate events is coincidental. We do not grant, and in 2025 did not grant, stock options in anticipation of the release of material non-public information (“MNPI”). We attempt to make equity awards during periods when we do not have MNPI that could impact our stock price and we do not time, and in 2025 did not time, the release of MNPI based on equity grant dates or for the purpose of affecting the value of executive compensation.

For 2025, Mr. Cornelius target LTIP awards were equal to 367% of his base salary and Ms. Rubenstein’s and Mr. Malcarney’s target LTIP awards were equal to 125% of their respective base salaries. Mr. Cornelius’ target LTIP award in 2025 increased from the 350% level specified in his employment agreement to 367% to recognize his performance. Our target LTIP awards for the Other NEOs remained unchanged from 2024 (i.e., as a percentage of their respective base salaries). In addition, Ms. Rubenstein received an additional one-time grant of 6,244 RSUs in recognition of achieving several key company initiatives. As noted above, in 2024, Mr. Cornelius received a one-time award of 375,000 restricted shares of Class C common stock of Clearway, Inc. under CEG’s equity compensation program (i.e., outside of our LTIP), which vests in three equal installments, with one-third having vested on October 1, 2024 and one-third having vested on October 1, 2025 and the remaining one-third vesting on October 1, 2026.

Performance Stock Units

CPSU Awards. Each CPSU represents the potential to receive one share of Class C common stock, as adjusted, based on the Company’s Average CAFD Per Share. Average CAFD Per Share is calculated by dividing (i) the sum of our per share CAFD for each fiscal year during the relevant three-year performance period that applies to the underlying CPSU award by (ii) three. Per share CAFD is measured for each fiscal year by dividing (x) the “cash available for distribution” within the meaning of, and as reported in, the current report on Form 8-K filed by the Company that reports the Company’s fourth quarter and year-to-date financial results for the quarter and fiscal year ended December 31 of the relevant fiscal year, by (y) the weighted average number of common shares of the Company that are outstanding as of the last day of such fiscal year.

In the event Average CAFD Per Share is (i) below 2.18, or “Below Threshold” performance, the award is forfeited, (ii) equal to 2.18, or “Threshold” performance, 50% of the award will be paid, (iii) equal to 2.33, or “Target” performance, 100% of the award will be paid, or (iv) at or above 2.46, or “Maximum” performance, a maximum payout of 200% of the award will be paid. In the event Average CAFD Per Share is between 2.18 and 2.33, or between 2.33 and 2.46, payouts will be based on an interpolated calculation.

The table below illustrates the design of our CPSUs in 2025:


Performance Targets	Average CAFD Per Share Performance Requirement	Payout Opportunity
Maximum	Greater than or equal to 2.46	200%
Target	Equal to 2.33	100%
Threshold	Equal to 2.18	50%
Below Threshold	Less than 2.18	0%

TPSU Awards. Each TPSU represents the potential to receive one share of Class C common stock, as adjusted, based on the Company’s TSR performance ranked against the TSR performance of a comparator group of similar companies (the “Performance Peer Group”) after the completion of a specified performance period. The performance period for such TPSUs generally is three years, but in the case of the initial PSU award granted to our Current CEO pursuant to his employment agreement, such PSU award covers the period from April 30, 2024 through December 31, 2026. Relative measures are designed to normalize for externalities, ensuring the program appropriately reflects management’s impact on the Company’s TSR by including peer companies that the Compensation Committee believes are similarly impacted by market conditions.

The payout of shares of Class C common stock at the end of the performance period with respect to such TPSUs is based on the Company’s TSR performance percentile rank compared with the TSR performance of the Performance Peer Group. To ensure a rigorous program design, the target-level payout (100% of shares granted) generally requires the Company to perform at the 50th percentile. However, to induce management to achieve greater than target level (i.e., 50th percentile) performance in a down market, in the event that the Company’s TSR performance declines by more than 20% over the performance period, the target level payout (100% of shares granted) will require achievement of 60th percentile performance. The Compensation Committee believes that this increased performance requirement addresses the concern that a disproportionate award may be paid in the event that our relative performance is high, but absolute performance is low.

In the event relative performance is (i) below the 25th percentile, or “Below Threshold” performance, the award will be forfeited, (ii) equal to the 25th percentile, or “Threshold” performance, 50% of the award will be paid (iii) equal to the 50th percentile, or “Standard Target” performance (or the 60th percentile if our absolute TSR performance is negative over the performance period, or “Modified Target” performance), 100% of the award will be paid, or (iv) at or above the 75th percentile, or “Maximum” performance, a maximum payout of 150% of the target (or 100% of the target if our absolute TSR performance is negative over the performance period) will be paid. If relative performance is between (x) the 25th percentile and the 50th percentile (or the 60th percentile as described above), or (y) the 50th percentile and the 75th percentile (in the event our absolute TSR is greater than or equal to zero over the performance period), then payouts will be based on an interpolated calculation. Based on the Company’s TSR performance ranked against the TSR performance of the Performance Peer Group over the three-year performance period ending on December 31, 2025, the TPSUs granted in 2023 will vest on April 15, 2026 at 107% of target.

The table below illustrates the design of our outstanding TPSUs in 2025:

Performance Targets

Performance Requirement

Payout Opportunity

Maximum

75th percentile or above

150%

Target

Standard Target:

50th percentile

Modified Target:

60th percentile

(less than −20% absolute TSR)

100%

Threshold

25th percentile

50%

Below Threshold

Below 25th percentile

Restricted Stock Units

Each RSU represents the right to receive one share of Clearway, Inc.’s Class C common stock after the completion of the vesting period. The RSUs granted to the NEOs in 2025 vest ratably, meaning that one‑third of the award vests each year on the anniversary of the grant date, over a three‑year period.

Dividend Equivalent Rights (DERs)

In connection with awards of both PSUs and RSUs, each NEO also receives DERs, which accrue with respect to the award to which they relate. Accrued DERs are credited as additional shares that will be subject to the vesting and payment terms of the corresponding award of PSUs or RSUs, as applicable. Accordingly, accrued DERs are paid at the same time the shares of Class C common stock underlying each award are delivered to the NEO, and accrued DERs are forfeited if, or to the extent that, the underlying award is forfeited.

Clawbacks

In 2023, the Compensation Committee adopted a “clawback” policy that is intended to comply with the requirements under the federal securities laws, including the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”). A copy of the clawback policy has been filed as Exhibit 97 to this Annual Report on Form 10-K. In addition to the above “Dodd-Frank” clawback policy, the Company has long maintained a separate clawback policy that the Compensation Committee may apply with regard to awards made under the AIP and LTIP in the case of a material financial restatement, including a restatement resulting from employee misconduct, or in the case of fraud, embezzlement or other serious misconduct that is materially detrimental to the Company. The Compensation Committee retains discretion regarding application of this separate policy. Each of the above policies is incremental to other remedies that are available to the Company. In addition to the above policies, if the Company is required to restate its earnings as a result of noncompliance with a financial reporting requirement due to misconduct, under the Sarbanes‑Oxley Act of 2002 (“SOX”), the CEO and the CFO would also be subject to a “clawback,” as required by SOX.

Benefits

All of our NEOs, as employees of CEG, are eligible to participate in the same CEG retirement, life insurance, health and welfare plans offered to other CEG employees pursuant to the terms of such CEG benefit plans (and for Mr. Cornelius, as further specified pursuant to his employment agreement). To generally support more complicated financial planning and estate planning matters, NEOs are eligible for reimbursement of annual tax return preparation, tax advice, financial planning and estate planning expenses, and CEG is responsible for making these reimbursement payments for the NEOs (and for Mr. Cornelius, as further specified pursuant to his employment agreement). During 2025, Mr. Cornelius was eligible for a maximum reimbursement of $12,000 per year and the remaining Other NEOs were each eligible for a maximum reimbursement of $3,000 per year.

Potential Severance and Change‑In‑Control Benefits

Each NEO’s PSU and RSU award agreements under the LTIP provide for certain treatment in the event of such NEO’s termination of employment under certain circumstances, including in connection with a change-in-control. Additionally, Mr. Cornelius, pursuant to his employment agreement (as described below), and the remaining Other NEOs, pursuant to the Company’s Executive Change-in-Control and General Severance Plan (the “CIC Plan”) as well as pursuant to the Compensation Committee’s discretion under the AIP, are entitled to additional severance payments and benefits in the event of termination of employment under certain circumstances, including following a change-in-control. The CIC Plan remains in effect for the Other NEOs, notwithstanding the transfer of their employment to CEG in 2025.

We believe change-in-control arrangements are considered a market practice among many publicly held companies. Most often, these arrangements are utilized to encourage executives to remain in the service of the relevant company during periods of extreme job uncertainty and to ensure that any potential transaction is thoroughly and objectively evaluated. In order to enable a smooth transition during an interim period, change-in-control arrangements provide a defined level of security for the executive and the company, enabling a more seamless implementation of a particular merger, acquisition or asset sale or purchase, and subsequent integration. In addition, such agreements often include restrictive covenants, such as non-compete, non-solicitation and confidentiality provisions that further protect the interests of the Company.

For a more detailed discussion, including the quantification of potential payments, please see the section entitled “Severance and Change-in-Control” following the executive compensation tables below.

Other Matters

Stock Ownership Guidelines

The Compensation Committee and the Board require the CEO to hold Company stock with a value equal to 5.0 times his base salary until his separation from the Company. Executive Vice Presidents are required to hold Company stock with a value equal to 3.0 times their base salary until their separation from the Company. Senior Vice Presidents are required to hold Company stock with a value equal to 2.0 times their base salary until their separation from the Company. Personal holdings, vested awards and unvested RSUs count towards the ownership multiple. Although NEOs are not required to make purchases of our common stock to meet their target ownership multiple, NEOs are restricted from divesting any securities until such ownership multiples are attained, except in the event of hardship or to make a required tax payment, and they must maintain their ownership multiple after any such transactions. Once met, they must maintain their ownership multiple during their service. The current target stock ownership for NEOs as of February 20, 2026 is shown below. Each NEO met or exceeded his or her stock ownership guidelines as of February 20, 2026.

Named Executive Officer

Target Ownership

Multiple

Actual Ownership

Multiple

Craig Cornelius

5.0x

24.6x

Sarah Rubenstein

3.0x

5.8x

Kevin P. Malcarney

3.0x

12.4x

Tax and Accounting Considerations

Section 162(m) of the Internal Revenue Code (the “Code”) precludes Clearway, Inc., as a public company, from taking a tax deduction for individual compensation to certain of our executive officers in excess of $1 million, subject to certain exemptions. Prior to 2018, the exemptions included an exclusion of performance-based compensation within the meaning of Section 162(m) of the Code (“Section 162(m)”). The Tax Cuts and Jobs Act, enacted in December 2017, however, amended Section 162(m) and eliminated the exclusion of performance-based compensation from the $1 million limit, subject to certain exemptions. The Compensation Committee believes tax deductibility of compensation is an important consideration and continues to consider the implications of legislative changes to Section 162(m). However, the Compensation Committee also believes that it is important to retain flexibility in designing compensation programs, and as a result, has not adopted a policy that any particular amount of compensation must be deductible to the Company under Section 162(m).

The Compensation Committee also takes into account tax consequences to NEOs in designing the various elements of our compensation program, such as designing the terms of awards to defer immediate income recognition under Section 409A of the Code. The Compensation Committee remains informed of, and takes into account, the accounting implications of its compensation programs. However, the Compensation Committee approves programs based on their total alignment with our strategy and long‑term goals.

Compensation Tables

Summary Compensation Table

Fiscal Year Ended December 31, 2025


Name and Principal Position	Year	Salary ($)(1)	Bonus ($)	Stock Awards ($)(2)	Option Awards ($)	Non‑Equity Incentive Plan Compensation ($)(3)	Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)	All Other Compensation ($)(4)	Total ($)
Craig Cornelius(5)	2025	—	—	2,750,014	—	—	—	—	2,750,014
Current President and	2024	—	—	2,851,921	—	—	—	—	2,851,921
Chief Executive Officer

Sarah Rubenstein	2025	433,990	—	744,529	—	348,281	—	22,043	1,548,843
Executive Vice President and	2024	418,846	—	470,513	—	508,300	—	13,800	1,411,459
Chief Accounting Officer	2023	369,365	—	464,062	—	200,200	—	13,200	1,046,827

Kevin P. Malcarney	2025	430,573	—	543,631	—	347,708	—	25,698	1,347,610
Executive Vice President,	2024	425,945	—	474,339	—	512,462	—	16,800	1,429,546
General Counsel and	2023	410,154	—	496,605	—	214,240	—	16,200	1,137,199
Corporate Secretary

(1) Reflects base salary earnings.

(2) Reflects the grant date fair value determined in accordance with the Financial Accounting Standards Board Accounting Standards Codification Topic 718, Comparison — Stock Compensation. The Company uses the price of Clearway, Inc.’s Class C common stock on the date of grant as the fair value of the Company’s RSUs and CPSUs (and in the case of the CPSUs based on the probable outcome at the date of grant, which was assumed to be target). The fair value of the TPSUs is estimated on the date of grant using a Monte Carlo simulation model. The number of PSUs granted is based on the 10-day average closing price of Clearway, Inc.’s Class C common stock ending on the date of grant, which is intended to more closely reflect the compensation practices of the Compensation Peer Group companies. For PSUs granted in 2025, if the maximum level of performance is achieved, the fair value will be approximately $3,217,514 for Mr. Cornelius, $635,278 for Ms. Rubenstein and $634,268 for Mr. Malcarney.

(3) The amounts shown in this column represent the annual incentive bonuses paid to the NEOs. Further information regarding the annual incentive bonuses is included in the “2025 Annual Incentive Bonuses” section of this CD&A.

(4) The amounts provided in the All Other Compensation column represent the additional benefits payable to the Other NEOs and include financial advisor fees and the employer match under the 401(k) plan. The following table identifies the additional compensation for each NEO.


Name	Year	Financial Advisor Services ($)	401(k) Employer Matching Contribution ($)	Total ($)
Craig Cornelius (5)	2025	—	—	—
	2024	—	—	—
	2023	—	—	—

Sarah Rubenstein	2025	—	13,800	13,800
	2024	—	13,800	13,800
	2023	—	13,200	13,200

Kevin P. Malcarney	2025	3,000	13,200	16,200
	2024	3,000	13,800	16,800
	2023	3,000	13,200	16,200

(5) Disclosure with respect to Mr. Cornelius is limited to compensatory amounts that are payable by the Company, which are limited to his RSU and PSU grants under the LTIP. For a more detailed discussion of the compensatory amounts provided to Mr. Cornelius by CEG, please see the sections entitled “Base Salary,” Annual Incentive Compensation,” “Long-Term Incentive Compensation,” “Benefits,” and “Potential Severance and Change-In-Control Benefits” in the “Elements of Compensation” section above.

Grants of Plan‑Based Awards

Fiscal Year Ended December 31, 2025


				Estimated Possible Payouts Under Non‑Equity Incentive Plan Awards			Estimated Future Payouts Under Equity Incentive Plan Awards			All Other Stock Awards: Number of Shares of Stock	Grant Date Fair Value of Stock and Option
Name	Award Type	Grant Date	Approval Date	Threshold ($)(1)	Target ($)(2)	Maximum ($)(3)	Threshold (#)	Target (#)	Maximum (#)	or Units (#)	Awards ($)(4)
Craig Cornelius(6)	TPSU	4/15/2025	2/15/2025	—	—	—	16,392	32,784	49,176	—	935,000
	CPSU	4/15/2025	2/15/2025	—	—	—	15,609	31,218	62,436	—	907,507
	RSU	4/15/2025	2/15/2025	—	—	—	—	—	—	31,218	907,507
Sarah Rubenstein	AIP	—	—	141,578	283,156	566,313	—	—	—	—	—
	TPSU	4/15/2025	2/15/2025	—	—	—	3,182	6,364	9,546	—	181,501
	CPSU	4/15/2025	2/15/2025	—	—	—	3,122	6,244	12,488	—	181,513
	RSU(5)	4/15/2025	2/15/2025	—	—	—	—	—	—	6,244	181,513
	RSU	4/15/2025	2/15/2025	—	—	—	—	—	—	6,880	200,002
Kevin P. Malcarney	AIP	—	—	141,345	282,690	565,379	—	—	—	—	—
	TPSU	4/15/2025	2/15/2025	—	—	—	3,177	6,354	9,531	—	181,216
	CPSU	4/15/2025	2/15/2025	—	—	—	3,117	6,234	12,468	—	181,222
	RSU	4/15/2025	2/15/2025				—	—	—	6,233	181,193

(1) Threshold non-equity incentive plan awards include annual incentive plan threshold payments, as presented in the CD&A.

(2) Target non-equity incentive plan awards include annual incentive plan target payments, as presented in the CD&A.

(3) Maximum non-equity incentive plan awards include annual incentive plan maximum payments, as presented in the CD&A.

(4) Reflects the grant date fair value determined in accordance with the Financial Accounting Standards Board Accounting Standards Codification Topic 718, Comparison—Stock Compensation. The Company uses the price of Clearway, Inc.’s Class C common stock on the date of grant as the fair value of the Company’s RSUs and CPSUs (and in the case of the CPSUs, based on the probable outcome at the date of grant, which was assumed to be target). The fair value of the TPSUs is estimated on the date of grant using a Monte Carlo simulation model. The number of PSUs granted is based on the 10-day average closing price of Clearway, Inc.’s Class C common stock ending on the date of grant.

(5) Reflects a one-time grant of an additional RSU award (i.e., in addition to the annual RSU award traditionally issued pursuant to our long-term equity compensation program) to Ms. Rubenstein in recognition of achieving several key company initiatives.

(6) Disclosure with respect to Mr. Cornelius is limited to compensatory amounts that are payable by the Company, which are limited to his RSU and PSU grants under the LTIP. For a more detailed discussion of the compensatory amounts provided to Mr. Cornelius by CEG, please see the sections entitled “Base Salary,” Annual Incentive Compensation,” “Long-Term Incentive Compensation,” “Benefits,” and “Potential Severance and Change-In-Control Benefits” in the “Elements of Compensation” section above.

Outstanding Equity Awards at Fiscal Year End

Fiscal Year Ended December 31, 2025


	Option Awards				Stock Awards
	Number of	Number of			Number	Market Value	Equity Incentive Plan Awards
Name	Securities Underlying Unexercised Options (#) Exercisable	Securities Underlying Unexercised Options (#) Unexercisable	Option Exercise Price ($)	Option Expiration Date	of Shares or Units of Stock that Have Not Vested (#)	of Shares or Units of Stock that Have Not Vested ($)	Number of Unearned Shares that Have Not Vested (#)	Market Value of Unearned Shares that Have Not Vested ($)(1)
Craig Cornelius	—	—	—	—	62,513(2)(3)	2,079,182	239895	7,978,907
Sarah Rubenstein	—	—	—	—	21,439(5)	713,050	66,364(6)	2,207,266
Kevin P. Malcarney	—	—	—	—	14,437(7)	480,187	67801(8)	2,255,061

(1) Assumes achievement at (i) maximum award level for 2023 TPSU awards, (ii) maximum award level TPSU 2024 awards, (iii) maximum award level for 2025 TPSU awards and (iv) maximum award level for 2025 CPSU awards, as discussed in the CD&A.

(2) This amount represents 10,406 RSUs and 452 DERs that will vest on April 15, 2026, 10,406 RSUs and 452 DERs that will vest on April 15, 2027, and 10,406 RSUs and 453 DERs that will vest on April 15, 2028.

(3) This amount represents 12,636 RSUs and 1,155 DERs that will vest on July 1, 2026 and 12,674 RSUs and 1,159 DERs that will vest on July 1, 2027.

(4) This amount represents 113,834 PSUs and 9,597 DERs that will vest on April 15, 2027, and 111,612 PSUs and 4,852 DERs that will vest on April 15, 2028.

(5) This amount represents 8,649 RSUs and 771 DERs that will vest on April 15, 2026, 6,974 RSUs and 470 DERs that will vest on April 15, 2027, and 4,384 RSUs and 191 DERs that will vest on April 15, 2028.

(6) This amount represents 15,375 PSUs and 2,754 DERs that will vest on April 15, 2026, 22,788 PSUs and 2,453 DERs that will vest on April 15, 2027, and 22,034 PSUs and 960 DERs that will vest on April 15, 2028.

(7) This amount represents 6,493 RSUs and 698 DERs that will vest on April 15, 2026, 4,701 RSUs and 373 DERs that will vest on April 15, 2027, and 2,082 RSUs and 90 DERs that will vest on April 15, 2028. Amounts do not include shares withheld for payment of taxes due to retirement eligibility.

(8) This amount represents 16,452 PSUs and 2,946 DERs that will vest on April 15, 2026, 22,974 PSUs and 2,474 DERs that will vest on April 15, 2027, and 21,999 PSUs and 956 DERs that will vest on April 15, 2028.

Option Exercises and Stock Vested

Fiscal Year Ended December 31, 2025


	Option Awards		Stock Awards
Name	Number of Shares Acquired on Exercise (#)	Value Realized on Exercise ($)	Number of Shares Acquired on Vesting (#)(1)	Value Realized on Vesting ($)
Craig Cornelius (2)	—	—	13,406(3)	423,108(4)
Sarah Rubenstein	—	—	9,019(5)	262,230(5)
Kevin P. Malcarney	—	—	10,246(6)	297,958(6)

(1) Includes shares and DERs that vested pursuant to underlying awards and converted to Class C common stock in 2025.

(2) Disclosure with respect to Mr. Cornelius is limited to compensatory amounts that are payable by the Company, which are limited to his RSU and PSU grants under the LTIP. For a more detailed discussion of the equity-based compensation provided to Mr. Cornelius by CEG, please see the section entitled “Long-Term Incentive Compensation” in the “Elements of Compensation” section above.

(3) Represents 12,635 RSUs and 771 DERs that vested on July 1, 2025 pursuant to the stock compensation awards granted on July 1, 2024.

(4) The values are based on the July 1, 2025 Class C common stock closing share price of $34.56 for awards and DERs that vested on July 1, 2025. The values for retirement eligible NEOs are based on the Class C common stock closing share price on the dates the awards became eligible for continued vesting and shares and DERs were withheld to cover certain tax withholding obligations.

(5) Represents 1,308 RSUs, 2,399 PSUs and 662 DERs that vested on April 15, 2025 pursuant to the respective stock compensation awards granted on April 15, 2022. Represents 1,677 RSUs and 218 DERs that vested on April 15, 2025 pursuant to the stock compensation award granted on April 15, 2023. Represents 2,596 RSUs and 159 DERs that vested on April 15, 2025 pursuant to the stock compensation award granted on April 15, 2024.

(6) The values are based on the April 15, 2025 Class C common stock closing share price of $29.07 for awards and DERs that vested on April 15, 2025.

(7) Represents 2,617 RSUs, 2,952 PSUs and 687 DERs that vested on April 15, 2025 pursuant to the respective stock compensation awards granted on April 15, 2022. Represents 1,635 RSUs and 212 DERs that vested on April 15, 2025 pursuant to the stock compensation award granted on April 15, 2023. Represents 1,610 RSUs and 287 DERs that vested on April 15, 2025 pursuant to the stock compensation award granted on April 15, 2024. Represents 232 shares and 14 DERs that were withheld to cover certain tax obligations in 2025 due to awards becoming eligible for continued vesting in the event of the NEO’s retirement.

(8) The values are based on the April 15, 2025 Class C common stock closing share price of $29.07 for awards and DERs that vested on April 15, 2025. The values for retirement eligible NEOs are based on the Class C common stock closing share price on the dates the awards became eligible for continued vesting and shares and DERs were withheld to cover certain tax withholding obligations.

Employment Agreements

During 2025, the Company was not a party to employment agreements with any executive officers other than Mr. Cornelius, the terms of which are described below.

On April 30, 2024, the Board elected Mr. Cornelius as a member of the Board and appointed Mr. Cornelius as President and CEO of the Company, in each case effective as of July 1, 2024. As part of Mr. Cornelius’ appointment as our President and CEO, the then-existing employment agreement between CEG and Mr. Cornelius was amended and restated on April 30, 2024 (the “Cornelius Employment Agreement”). Pursuant to the Cornelius Employment Agreement, the Company was added as a party to that agreement.

The Cornelius Employment Agreement entitles Mr. Cornelius to an annual base salary, payable solely by CEG, the amount of which was set at $750,000 as of July 1, 2024. As noted above, the Compensation Committee is permitted under the terms of the Cornelius Employment Agreement to make non-binding recommendations to the CEG compensation committee regarding any adjustments to Mr. Cornelius’ base salary, and the CEG compensation committee will have final decisional authority with respect to such adjustments.

The Cornelius Employment Agreement provides that, beginning with the 2024 fiscal year, Mr. Cornelius will be eligible to receive an annual incentive bonus (the “CEG Bonus”) at a target amount equal to 175% of his then-current base salary, with the actual CEG Bonus with respect to a fiscal year payable solely by CEG based on the level of achievement of annual performance objectives established for such fiscal year with respect to the Company; provided that such actual CEG Bonus may not exceed 300% of Mr. Cornelius’ base salary as in effect at the end of such fiscal year. As noted above, during fiscal years in which Mr. Cornelius serves as our CEO (including fiscal year 2024), the performance objectives with respect to the CEG Bonus will be established, evaluated and approved (including for such purposes that relate to the extent to which such performance objectives are attained) by the Compensation Committee. The CEG compensation committee, in turn, is permitted to make non-binding recommendations to the Compensation Committee regarding the foregoing performance objective matters, and the Compensation Committee will have final decisional authority with respect to these matters.

The Cornelius Employment Agreement provides that Mr. Cornelius is eligible to participate in the LTIP, on such terms as are set forth therein. Mr. Cornelius’ annual long term incentive grant under the LTIP (the “Target LTIP Award”) is set at a target amount of 350% of his then-current annual base salary pursuant to the Cornelius Employment Agreement (noting that the Target LTIP Award for 2025 was increased from the 350% level specified in the Cornelius Employment Agreement to 367% in recognition of his performance). One-third of the Target LTIP Award will be in the form of RSUs, and the remainder will be in the form of PSUs. In addition, Mr. Cornelius received from CEG (i.e., under CEG’s equity compensation program) a grant of 375,000 restricted shares of the Class C common stock of Clearway, Inc. on April 30, 2024, which vests in three equal amounts, with one-third having vested on each of October 1, 2024 and October 1, 2025 and one-third vesting on October 1, 2026.

In addition to the compensation and benefits described above, the Cornelius Employment Agreement provides that Mr. Cornelius was eligible to receive the following in 2025:

•Reimbursement by CEG for reasonable business expenses incurred by Mr. Cornelius in carrying out his duties and responsibilities as our President and CEO; and

•Reimbursement by CEG for personal financial advisory and tax preparation services, or related legal advisory services, up to a maximum of $12,000 per year.

In addition, under the Cornelius Employment Agreement, CEG and the Company have agreed to indemnify Mr. Cornelius against any claims arising as a result of his position with the Company to the fullest extent legally permitted by CEG’s and Clearway, Inc.’s certificates of incorporation, bylaws or board resolutions (in each case, as applicable to CEG and the Clearway, Inc.) or, if greater, Delaware law.

The Cornelius Employment Agreement includes (i) non-competition and non-interference restrictions on Mr. Cornelius with respect to CEG and the Company during the term of his employment, and (ii) non-solicitation restrictions on Mr. Cornelius with respect to CEG and the Company during the term of his employment and for one year after his termination of employment. The Cornelius Employment Agreement also includes confidentiality, non-disparagement obligations and intellectual property restrictions with respect to CEG and the Company.

The Cornelius Employment Agreement further entitles Mr. Cornelius to certain severance payments and benefits in the event his employment is terminated under certain circumstances. These separation benefits are described and quantified under the section “Severance and Change-in-Control” below.

Severance and Change‑In‑Control

Each NEO’s PSU and RSU award agreements under the LTIP provide for special treatment in the event of such NEO’s termination of employment under certain circumstances. Upon death or disability, an NEO’s RSUs and PSUs will vest in full and the performance metrics with respect to the PSUs will be deemed to be achieved at target levels. Upon retirement, an NEO’s RSUs and PSUs will remain eligible for vesting pursuant to the award agreement as though the NEO was continuously employed by the Company throughout the relevant period; provided that retirement occurs more than 12 months following the applicable award’s grant date. Further, if an NEO’s employment is involuntarily terminated by the Company without “cause” (as defined in the Cornelius Employment Agreement with respect to Mr. Cornelius and in the LTIP with respect to the Other NEOs) during the “Change in Control Period” (as defined below), (i) such NEO’s RSUs will vest in full immediately upon the later of such change in control or such termination of employment and (ii) the Compensation Committee will, pursuant to the terms and conditions of the LTIP and PSU award agreement(s), determine the final amount payable to the NEO, if any, pursuant to his or her PSUs; provided that, the payout percentage with respect to Mr. Cornelius’ TPSUs that were granted to him in 2024 will be deemed met at no less than 100% (or, if greater, the payout percentage determined based on actual performance). In general, no PSUs or RSUs that are granted to our NEOs provide for accelerated vesting upon any other involuntary termination. In addition, pursuant to the terms of the PSUs granted in 2025 and subject to the NEO remaining employed until immediately prior to the change in control, the Compensation Committee will determine whether the performance goals have been met in the event of a change in control, and the greater of actual performance or target performance will be deemed to be achieved, in which case (x) the PSUs will convert to time-based awards that vest at the earliest of the conclusion of the performance period to the extent the PSUs are assumed by the surviving or continuing company, or (y) the PSUs will vest immediately to the extent the PSUs are not assumed by the surviving or continuing company. RSUs granted to Ms. Rubenstein prior to her promotion to Senior Vice President and Chief Accounting Officer in 2022 provide pro-rated vesting for certain involuntary terminations of service that occur in connection with certain significant business events.

The “Change in Control Period” is the period commencing six months immediately prior to, and ending 24 months immediately following, a “change in control” of the Company (as “change in control” is defined in the LTIP).

Mr. Cornelius’ Benefits

Pursuant to the Cornelius Employment Agreement, if Mr. Cornelius’ employment is involuntarily terminated by CEG without cause, or if he terminates his employment for good reason, CEG agrees to provide Mr. Cornelius with the following severance benefits, subject to Mr. Cornelius executing a release of claims as a condition to receipt of certain of the following severance benefits:

•All accrued but unpaid base salary through the date of termination, any unpaid or unreimbursed expenses incurred in accordance with the Cornelius Employment Agreement and any benefits provided under CEG’s employee benefit plans upon a termination of employment (collectively, the “Accrued Obligations”);

•An amount equal to his then-current base salary plus the target annual bonus for the year of termination, which amount will be paid during the 12-month period after the date of termination in accordance with CEG’s regular payroll practices;

•Any unpaid annual bonus amount for the prior fiscal year to the extent not paid prior to the termination date; and

•Reimbursement of COBRA premiums for 12 months after the date of termination, except that such coverage will be discontinued if Mr. Cornelius becomes eligible to receive any health benefits as a result of subsequent employment or service.

If Mr. Cornelius’ employment is terminated as a result of his death or disability, Mr. Cornelius will be entitled to (i) the Accrued Obligations, (ii) any unpaid annual bonus for the prior fiscal year, and (iii) an amount equal to the target annual bonus for the year of termination, which amount will be prorated based on the number of days during the year that Mr. Cornelius was employed by CEG. The Cornelius Employment Agreement does not provide Mr. Cornelius with any additional enhanced benefits in connection with a change in control, such that his severance benefits, if any, will be dictated by the trigger event for his termination.

If an excise tax under Section 4999 of the Code would be triggered by any payments under the Cornelius Employment Agreement or otherwise, such payments will be reduced so that no amounts are subject to Section 4999 of the Code, provided that such payments will only be reduced to the extent that the after-tax value of amounts received by Mr. Cornelius after application of such reduction would exceed the after-tax value of the amounts received without application of such reduction.

Other NEO Benefits

Under our AIP program, Other NEOs may receive a discretionary payment of the pro-rated target bonus in the event of their termination of employment under certain circumstances, including upon his or her termination due to retirement or involuntary termination without cause. Such amount, if payable in the Compensation Committee’s discretion, will be pro-rated based on the number of days during the year that he or she was employed by the Company.

In addition, under the CIC Plan, in the event of involuntary termination without cause, the Other NEOs are entitled to a general severance benefit equal to 1.5 times base salary payable in a lump sum amount and reimbursement for COBRA benefits continuation cost for a period of 18 months.

The CIC Plan also provides such Other NEOs with a change-in-control benefit in the event that, within six months prior to, as well as 24 months following, a change-in-control, their employment is either involuntarily terminated by the Company without cause or voluntarily terminated by such Other NEO for good reason. The change-in-control benefit for Mr. Malcarney and Ms. Rubenstein consists of an amount equal to 2.99 times the sum of his or her base salary plus the AIP target bonus for the year of termination. Such Other NEOs are also eligible for (i) an amount equal to their target bonus for the year of termination, pro-rated for the number of days during the performance period that they were employed by the Company and (ii) reimbursement for all or a portion of their COBRA benefits continuation cost for a period of 18 months at the same coverage level and cost, on an after-tax basis, as in effect immediately prior to his or her termination of employment.

As a condition of receiving severance or change-in-control benefits, such Other NEOs must execute a release of claims and acknowledge the restrictive covenants in the CIC Plan. Such restrictive covenants include non-competition, non-solicitation and non-disparagement covenants applicable for one year after termination, confidentiality and intellectual property obligations. The provisions of the CIC Plan may only be waived by the written consent of the Compensation Committee and the applicable Other NEO.

If an excise tax under Section 4999 of the Code would be triggered for an Other NEO by any payments under the CIC Plan or otherwise upon a change-in-control, such payments will be reduced so that no amounts are subject to Section 4999 of the Code, if such reduction would cause the amount to be retained by such Other NEO to be greater than if such Other NEO were required to pay such excise tax.

Definition of Change-In-Control, Etc.

In general, under the CIC Plan and the LTIP:

•A “change-in-control” occurs in the event: (a) any person or entity (with certain exceptions), becomes the direct or indirect beneficial owner of 50% or more of the Company’s then-outstanding voting or common stock or obtains the power to, directly or indirectly, vote or cause to be voted 50% or more of the Company’s capital stock entitled to vote in the election of directors, including by contract or through proxy, (b) directors serving on the Board as of a specified date cease to constitute at least a majority of the Board unless such directors are approved by a vote of at least a majority of the incumbent directors; provided that a person whose assumption of office is in connection with an actual or threatened election contest or actual or threatened solicitation of proxies including by reason of agreement intended to avoid or settle such contest shall not be considered to be an incumbent director, (c) any reorganization, merger, consolidation, sale of all or substantially all of the assets of the Company or other transaction is consummated unless the previous stockholders of the Company own more than 50% of the then-outstanding common stock and combined voting power of the company resulting from such change-in-control transaction, or (d) the stockholders approve a plan or proposal to liquidate or dissolve the Company.

•An involuntary termination without “cause” means the Other NEO’s termination by the Company for any reason other than the Other NEO’s (a) conviction of, or agreement to a plea of nolo contendere to, a felony or other crime involving moral turpitude (including an indictment therefore under the CIC Plan), (b) willful failure to perform his or her duties, (c) willful gross neglect or willful misconduct (including a material act of theft, fraud, malfeasance or dishonesty in connection with his or her performance of duties under the CIC Plan), or (d) breach of any written agreement between the Company or NEO, a violation of the Company’s Code of Conduct or other written policy.

In general, under the CIC Plan:

•A voluntary termination for “good reason” means the resignation of the Other NEO in the event of (a) a reduction in his or her base salary or target total compensation by more than 15%, excluding across-the-board reductions to his or her base salary or annual bonus target, or if during the Change in Control Period, any reduction of base salary or target total compensation (without regard to whether the reduction applies on an across-the-board basis), (b) a material reduction in his or her benefits under or relative level of participation in the Company’s employee benefit plans, (c) a material diminution in his or her title, authority, duties or responsibilities, (d) a relocation of his or her principal place of employment by more than 50 miles or (e) the failure of a successor to the Company to agree, in writing, to assume the CIC Plan.

In general, under the Cornelius Employment Agreement:

•An involuntary termination with “cause” means Mr. Cornelius’ (i) act or acts of gross negligence or willful misconduct in the course of his employment under the Cornelius Employment Agreement, (ii) willful failure or refusal to perform in any material respect his duties or responsibilities (other than by reason of disability or illness), (iii) misappropriation (or attempted misappropriation) of any assets or business opportunities with respect to CEG or the Company, (iv) embezzlement or fraud committed (or attempted) by him or at his direction, (v) conviction of, indictment for, or pleading “guilty” or “ no contest” to, (x) a felony or (y) any other criminal charge that has, or could be reasonably expected to have, an adverse impact on the performance of his duties with respect to CEG or the Company or otherwise result in material injury to the reputation or business of CEG or the Company, (vi) any material violation of CEG’s policies, including but not limited to those relating to sexual harassment or business conduct, and those otherwise set forth in the manuals or statements of policy of the CEG, or (vii) Mr. Cornelius’ material breach of the Cornelius Employment Agreement.

•A voluntary termination for “good reason” means the resignation of Mr. Cornelius in the event of (i) a material demotion in his title, duties, or responsibilities under the Cornelius Employment Agreement, including a change in reporting relationship to the CEG board of directors, (ii) a material reduction in his base salary or target CEG Bonus opportunity (other than pursuant to an across-the-board reduction applicable to all similarly situated executives), (iii) the relocation of his principal place of employment of more than twenty (20) miles from its current location, or (iv) any other material breach of a provision of the Cornelius Employment Agreement by CEG.

Potential Payments Upon Termination or Change‑In‑Control

The amount of compensation payable by the Company to each NEO in each circumstance is shown in the table below, assuming that termination of employment occurred as of December 31, 2025, and including payments by the Company that would have been earned as of such date. The amounts shown below do not include benefits payable under the Company’s 401(k) plan.


Named Executive Officer	Involuntary Termination Not for Cause ($)	Voluntary Termination for Good Reason ($)	Involuntary Not for Cause or Voluntary for Good Reason Following a Change in Control ($)(1)	Death or Disability ($)	Qualified Retirement
Craig Cornelius(2)	—	—	6,827,629	6,827,629	—
Sarah Rubenstein	971,759	—	4,579,749	2,395,431	—
Kevin P. Malcarney(3)	970,507	—	3,971,933	2,193,184	1,539,990

(1) The figure for Mr. Malcarney represents the best-net after-tax scenario if this results in him being in a better net after-tax position.

(2) Disclosure with respect to Mr. Cornelius is limited to separation benefits that are payable by the Company, which are limited to his RSU and PSU grants under the LTIP.

(3) Mr. Malcarney met the definition of Qualified Retirement in 2022 and is therefore entitled to certain payments and vesting of awards in the event he retires before they vest.

CEO Pay Ratio

As a result of the rules under the Dodd-Frank Act, the SEC requires disclosure of the CEO to median employee pay ratio. The following is a reasonable estimate, prepared under applicable SEC rules, of the ratio of the annual total compensation of our CEO, Mr. Cornelius, to the annual total compensation of our median employee. The annual total compensation of Mr. Cornelius listed below equals his total compensation as reported in the Summary Compensation Table. As discussed further in the CD&A, this amount with respect to Mr. Cornelius reflects only those amounts that are payable to him by the Company, which are limited to Mr. Cornelius’ annual RSU and PSU grants under the LTIP for 2025.

For purposes of our 2025 CEO pay ratio analysis, in light of the Company’s transition to being externally managed by CEG, effective for all periods in fiscal year 2025, a new median employee was identified in 2025. The identification of this median employee was based on the evaluation of the Company’s remaining employee base whose employment did not transfer to CEG on or before the beginning of 2025. Our median employee’s annual total compensation for 2025 was determined using the same rules that apply to reporting the compensation for our NEOs (including our CEO) in the “Total” column of the “Summary Compensation Table—2023—2025” above. The following total compensation amounts were determined based on that methodology:

•The annual total compensation of the median employee for 2025 was $750,797.

•The annual total compensation of Mr. Cornelius for 2025 was $2,750,014.

•As a result, we estimate that Mr. Cornelius’ 2025 annual total compensation was approximately 4 times that of our median employee.

Given the different methodologies, exemptions, estimates and assumptions that various public companies use to determine an estimate of their pay ratio, the estimated ratio reported above should not be solely used as a basis for comparison between companies.

Item 12 — Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Clearway Energy LLC Ownership

As of December 31, 2025, CEG owned 42,738,750 of the Company’s Class B units and 41,576,142 of the Company’s Class D units, and Clearway, Inc. owned 34,613,853 of the Company’s Class A units and 84,844,929 of the Company’s Class C units. As of December 31, 2025, Clearway, Inc., through its holdings of Class A units and Class C units, owned a 58.62% economic interest in the Company. Clearway, Inc. consolidates the results of the Company through its controlling interest as sole managing member. As of December 31, 2025, CEG, through its holdings of Class B units and Class D units, owned a 41.38% economic interest in the Company.

Clearway, Inc. Ownership

Stock Ownership of Executive Officers

The following table sets forth information concerning beneficial ownership of Clearway, Inc.’s Class A and Class C common stock and combined voting power of Class A, Class B, Class C and Class D common stock for: (a) each NEO and (b) all executive officers as a group. The percentage of beneficial ownership is based on 34,613,853 shares of Class A common stock outstanding as of January 31, 2026, and 86,290,173 shares of Class C common stock outstanding as of January 31, 2026, and percentage of combined voting power is based on 78,631,266 votes represented by Clearway, Inc.’s outstanding Class A, Class B, Class C and Class D common stock in the aggregate as of January 31, 2026. The percentage of beneficial ownership and the percentage of combined voting power also include any shares that such person has the right to acquire within 60 days of January 31, 2026. Unless otherwise indicated, each person has sole voting and dispositive power with respect to the shares set forth in the following table.

The address of the beneficial owners is Clearway, Inc., 300 Carnegie Center, Suite 300, Princeton, New Jersey 08540.

Common Stock

Class A Common Stock

Class C Common Stock

% of

Executive Officers

Number(1)

% of Class A

Common Stock

Number(1)

% of Class C

Common Stock

Combined

Voting Power(2)

Craig Cornelius

270,512(3)

Sarah Rubenstein

380

30,949(4)

Kevin P. Malcarney

600

74,468(5)

All executive officers as a group (three people)

980

375,929(6)

* Less than one percent of outstanding Class A common stock, Class C common stock or combined voting power, as applicable.

(1) The number of shares beneficially owned by each person or entity is determined under the rules of the SEC, and the information is not necessarily indicative of beneficial ownership for any other purpose. Under such rules, each person or entity is considered the beneficial owner of any: (a) shares to which such person or entity has sole or shared voting power or dispositive power and (b) shares that such person or entity has the right to acquire within 60 days.

(2) Represents the voting power of all of the classes of Clearway, Inc.’s common stock together as a single class. Each holder of Class A or Class B common stock is entitled to one vote for each share held. Each holder of Class C or Class D common stock is entitled to 1/100th of one vote for each share held. Holders of shares of Clearway, Inc.’s Class A, Class B, Class C and Class D common stock vote together as a single class on all matters presented to its stockholders for their vote or approval, except as otherwise provided by applicable law.

(3) Includes 374 dividend equivalent rights (DERs) to be paid in Class C common stock. Excludes 49,373 restricted stock units (RSUs), 12,827 DERs and [000] relative performance stock units (RPSUs). Each RSU represents the right to receive one share of Class C common stock upon vesting. Each RPSU represents the potential to receive Class C common stock based upon Clearway, Inc. achieving a certain level of total shareholder return relative to Clearway, Inc.’s peer group over a three-year performance period. Each DER represents the right to receive the dividends and distributions that would have otherwise been paid with respect to a share subject to a RSU or RPSU award (if such share were outstanding rather than being subject to the applicable award).

(4) Includes 515 dividend equivalent rights (DERs) to be paid in Class C common stock. Excludes 14,426 restricted stock units (RSUs), 4,936 DERs and 30,369 relative performance stock units (RPSUs). Each RSU represents the right to receive one share of Class C common stock upon vesting. Each RPSU represents the potential to receive Class C common stock based upon Clearway, Inc. achieving a certain level of total shareholder return relative to Clearway, Inc.’s peer group over a three-year performance period. Each DER represents the right to receive the dividends and distributions that would have otherwise been paid with respect to a share subject to a RSU or RPSU award (if such share were outstanding rather than being subject to the applicable award).

(5) Includes 560 dividend equivalent rights (DERs) to be paid in Class C common stock. Excludes 7,182 restricted stock units (RSUs), 4,733 DERs and 38,872 relative performance stock units (RPSUs). Each RSU represents the right to receive one share of Class C common stock upon vesting. Each RPSU represents the potential to receive Class C common stock based upon Clearway, Inc. achieving a certain level of total shareholder return relative to Clearway, Inc.’s peer group over a three-year performance period. Each DER represents the right to receive the dividends and distributions that would have otherwise been paid with respect to a share subject to a RSU or RPSU award (if such share were outstanding rather than being subject to the applicable award).

(6) Consists of the total holdings of all executive officers as a group.

Item 13 — Certain Relationships and Related Transactions, and Director Independence

Relationship with CEG and Clearway, Inc.

CEG owns all of Clearway, Inc.’s outstanding Class B common stock and Class D common stock, which represents, in the aggregate, 54.89% of the voting interest in Clearway, Inc.’s stock, and receives distributions from the Company through its ownership of the Company’s Class B and Class D units. Holders of Clearway, Inc.’s Class A common stock and Class C common stock hold, in the aggregate, the remaining 45.11% of the voting interest in Clearway, Inc.’s stock. Each holder of Clearway, Inc.’s Class A or Class B common stock is entitled to one vote for each share held. Each holder of Clearway, Inc.’s Class C or Class D common stock is entitled to 1/100th of one vote for each share held. The holders of Clearway, Inc.’s outstanding shares of Class A and Class C common stock are entitled to dividends as declared. Clearway, Inc., through its holdings of the Company’s Class A units and Class C units, owns a 58.62% economic interest in the Company. CEG, through its holdings of the Company’s Class B units and Class D units, owns a 41.38% economic interest in the Company.

CEG Master Services Agreement

The Company, along with Clearway, Inc. and 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, including operational and administrative services, which include human resources, information systems, cybersecurity, external affairs, accounting, procurement and risk management services, and, effective January 1, 2025, accounting, 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. Effective January 1, 2025 the Company directly bears all labor costs for certain employees of CEG who perform work on behalf of the Company

For the year ended December 31, 2025, the Company paid approximately $23,760,000 under the CEG Master Services Agreement.

CEG Committed Investments

The assets listed below represent the Company’s currently committed investments in facilities with CEG:

Asset

Technology

Gross Capacity (MW)

State

Estimated Funding

Deriva Solar Portfolio (a) (b)

Distributed Generation

613

Various

1H26

Goat Mountain Repower

Wind

360

2H27

Mt. Storm Repower

Wind

335

2H26

Rosamond South II

BESS

2H26

San Juan Mesa Repower (b)

Wind

135

2H27

Spindle

BESS

199

2H26

Tuolumne Repower

Wind

137

2H26

(a) Third-party acquisition of operating facilities.

(b) Included in a co-investment partnership

Drop Down Transactions

Pine Forest

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 Pine Forest, a 300 MW solar facility that is paired with a 200 MW BESS facility located 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. Also on June 10, 2025, Clearway, Inc., 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.

In connection with the Pine Forest Drop Down, the Company assumed non-recourse facility-level debt, which included 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. 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 third-party cash equity investor related to the Pine Forest TargetCo acquisition. On December 17, 2025, when Pine Forest reached substantial completion, the Company paid $50 million to Clearway Renew as an additional purchase price, the third-party cash equity investor contributed $144 million, Clearway, Inc., through Pine Forest TE Class A, contributed an additional $38 million for its Class A membership interests in Pine Forest TE HoldCo LLC and CEG contributed $49 million, which were utilized, along with the $9 million previously held in escrow, to repay the $100 million cash equity bridge loan, to repay the $41 million tax equity bridge loan, to partially repay $44 million of the tax credit transfer bridge loan, to fund $39 million in construction completion reserves and to pay $15 million in associated fees, of which $7 million related to construction management agreement, or CMA, fees paid to CEG. The Company’s total capital investment in Pine Forest TargetCo was $68 million.

In January 2026, the Company repaid the $231 million outstanding on the tax credit transfer bridge loan utilizing the proceeds received from the sale of transferable ITCs and distributed the remaining $51 million to CEG.

Rosamond South II and Spindle

On November 24, 2025, the Company, through an indirect subsidiary, entered into an agreement with Clearway Renew to acquire the Class A membership interests in Spindle, a 199 MW BESS facility currently under construction in Weld County, Colorado, and Rosamond South II, a 92 MW BESS facility currently under construction in Kern County, California, for $93 million in cash consideration, subject to closing adjustments.

Honeycomb

On October 15, 2025, the Company, through its indirect subsidiary, Honeycomb 1 Holdco LLC, acquired Honeycomb TargetCo, the indirect owner of the Honeycomb Portfolio, which includes four BESS facilities under construction in Beaver County and Iron County, Utah representing 320 MW of capacity, from Clearway Renew for initial cash consideration of $16 million. At substantial completion, which is expected to occur in the first half of 2026, the Company estimates it will pay an additional $62 million to Clearway Renew.

In connection with the Honeycomb Drop Down, the Company assumed non-recourse facility-level debt, which included a $218 million construction loan that converts to a term loan at substantial completion, which is expected to occur in the first half of 2026, and a $234 million tax equity bridge loan, offset by $9 million in unamortized debt issuance costs. The tax equity bridge loan will be repaid at substantial completion with the final proceeds received from the tax equity investor, as well as the Company’s additional purchase price, along with the $59 million that was contributed into escrow by the tax equity investor at acquisition date. The Company estimates that its total capital investment in Honeycomb TargetCo will be $78 million, excluding the impact of any closing adjustments noted in the purchase agreement.

Mt. Storm

On October 2, 2025, the Company, through its indirect subsidiary, WV Wind Holdco LLC, sold 100% of its membership interests in Mount Storm Wind LLC, which owns Mt. Storm, to Clearway Renew for $152 million in cash consideration in order for Clearway Renew to repower the facility. Mechanical completion of the first phase of the 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. Also on October 2, 2025, the Company, through its indirect subsidiary, WV Wind Holdco LLC, entered into an agreement with Clearway Renew to acquire 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, for $336 million in cash consideration.

Daggett 1

On April 29, 2025, the Company, through its indirect subsidiary, LV-Daggett Parent Holdco LLC, acquired Daggett 1 Class B, the indirect owner of Daggett 1, a 114 MW BESS facility located in San Bernardino County, California, from Clearway Renew for initial cash consideration of $11 million. In connection with the Daggett 1 Drop Down, the Company assumed non-recourse facility-level debt, which included a $92 million construction loan and a $131 million tax equity bridge loan, offset by $3 million in unamortized debt issuance costs.

On September 19, 2025, when Daggett 1 reached substantial completion, the Company paid $42 million to Clearway Renew as additional purchase price, and the tax equity investor contributed an additional $108 million, which was utilized, along with the $38 million previously held in escrow and $31 million in construction loan proceeds, to repay the $131 million tax equity bridge loan, to fund $6 million in construction completion reserves and to pay $7 million in associated fees, of which $7 million related to CMA fees paid to CEG, with the remaining $33 million distributed to CEG. Subsequent to the acquisition during 2025, the Company received $3 million in contributions from CEG to pay for construction completion expenses. On October 15, 2025, the Company paid $4 million to Clearway Renew as a final purchase price adjustment. The Company’s total capital investment in Daggett 1 Class B was $57 million.

Luna Valley

On April 29, 2025, the Company, through its indirect subsidiary, LV-Daggett Parent Holdco LLC, acquired Luna Valley Class B, the indirect owner of Luna Valley, a 200 MW solar facility located in Fresno County, California, from Clearway Renew for initial cash consideration of $18 million. In connection with the Luna Valley Drop Down, the Company assumed non-recourse facility-level debt, which included 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. 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.

On September 4, 2025, when the facility reached substantial completion, the Company paid $72 million to Clearway Renew as additional purchase price, the tax equity investor contributed an additional $114 million and CEG contributed $50 million, which were utilized, along with the $29 million previously held in escrow and $28 million in construction loan proceeds, to repay the $46 million cash equity bridge loan, to repay the $144 million tax equity bridge loan, to fund $22 million in construction completion reserves and to pay $9 million in associated fees, of which $5 million related to CMA fees paid to CEG. On October 15, 2025, the Company paid $29 million to Clearway Renew as a final purchase price adjustment. The Company's total capital investment in Luna Valley Class B was $119 million.

Rosamond South I

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. In connection with the Rosamond South I Drop Down, the Company assumed non-recourse facility-level debt, which included 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. 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.

On August 13, 2025 when the facility reached substantial completion, the Company paid $29 million to Clearway Renew as additional purchase price and the third-party cash equity investor contributed an additional $41 million and the tax equity investor contributed an additional $226 million, which were utilized, along with the $58 million previously held in escrow and $13 million in construction loan proceeds, to repay the $276 million tax equity bridge loan and to pay $9 million in associated fees, of which $6 million related to CMA fees paid to CEG, with the remaining $53 million distributed to CEG. Subsequent to the acquisition during 2025, the Company received $46 million in contributions from CEG to pay for construction completion expenses. The Company’s total capital investment in Rosie South TargetCo was $33 million.

Dan’s Mountain

On November 18, 2024, the Company, through its indirect subsidiary, Dan’s Mountain Parent Holdco LLC, acquired the Class A membership interests in Dan’s Mountain TargetCo, a partnership and the indirect owner of Dan’s Mountain, a 55 MW wind facility located in Allegany County, Maryland, from Clearway Renew for initial cash consideration of $7 million. In connection with the Dan’s Mountain Drop Down, the Company assumed non-recourse facility-level debt, which included a cash equity bridge loan and a tax equity bridge loan.

On May 21, 2025, when the facility reached substantial completion, the Company paid $36 million to Clearway Renew as additional purchase price. 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 third-party 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. The Company also received $16 million in contributions from CEG to pay for construction completion expenses during 2025 and paid $3 million to CEG for CMA fees. The Company’s total capital investment in Dan’s Mountain TargetCo was $43 million.

Daggett 2 and 3

During 2025, the Company distributed $4 million to CEG related to the reimbursement of Daggett 2 and 3 revenue earned during construction.

Rosamond Central

During 2025, the Company distributed $3 million to CEG related to the refunds received by the Rosamond Central solar facility for construction costs that were previously incurred by CEG.

Texas Solar Nova 1 and 2

During 2025, the Company distributed $3 million to CEG related to the reimbursement of Texas Solar Nova 1 and 2 revenue earned during construction.

Victory Pass and Arica

During 2025, the Company received $16 million in contributions from CEG related to purchase price adjustments that the Company subsequently paid to the third-party cash equity investor in the Victory Pass and Arica solar and BESS facilities.

Loan with Clearway Energy Finance Inc.

On December 17, 2025, in connection with the Pine Forest solar and BESS facility reaching substantial completion, the Company issued a loan to Clearway Energy Finance Inc., a subsidiary of Clearway, Inc., in the amount of $22 million in order to partially fund Pine Forest TE Class A’s additional contribution. The loan bears interest at a fixed rate of 6% and matures on December 17, 2045. As of December 31, 2025, the full $22 million remained outstanding.

Operations and Maintenance Agreements

CEG provides operations and maintenance, or O&M, and day‑to‑day operational support to the Company’s utility scale solar and wind facilities in accordance with O&M agreements with the Company. Each of the counterparties to the O&M agreements is an affiliate of CEG. The O&M agreements for which the amount paid to CEG exceeded $120,000 during the year ended December 31, 2025 are described in the table below. Under these O&M agreements, the Company generally pays an annual or monthly fee, which may be subject to annual adjustment, plus any reimbursable expenses.

Facility

Agreement Description

Approximate Amount

Paid to CEG

Solar

Agua Caliente

O&M Agreement, dated December 22, 2017

$4,373,000

Arica

O&M Agreement, dated April 27, 2023

$2,086,000

Borrego

O&M Agreement, dated August 1, 2012

$455,000

Buckthorn Solar

O&M Agreement, dated May 22, 2017

$1,611,000

Chestnut Fund LLC

O&M Agreement, dated February 9, 2018

$1,610,000

Clearway & EFS Distributed Solar LLC

O&M Agreement, dated October 28, 2016

$340,000

CS4 Fund LLC

O&M Agreement, dated November 29, 2018

$1,085,000

CVSR

O&M Agreement, dated September 30, 2011

$3,033,000

Daggett 2

O&M Agreement, dated July 15, 2022

$1,214,000

Daggett 3

O&M Agreement, dated October 28, 2021

$2,116,000

DG CS Holdco LLC

O&M Agreement, dated November 2, 2020

$195,000

DGPV Fund 1 LLC

O&M Agreement, dated June 12, 2015

$318,000

DGPV Fund 2 LLC

O&M Agreement, dated September 4, 2015

$361,000

DGPV Fund 4 LLC

O&M Agreement, dated June 16, 2017

$1,955,000

Golden Puma Fund LLC

O&M Agreement, dated March 30, 2017

$717,000

Honeycomb

O&M Agreement, Dated December 20, 2024

$227,000

Kansas South

O&M Agreement, dated June 13, 2017

$562,000

Lanikuhana Solar LLC

O&M Agreement, dated December 28, 2017

$342,000

Luna Valley

O&M Agreement, dated June 17, 2024

$331,000

Mililani I

O&M Agreement, dated May 28, 2021

$629,000

Pine Forest

O&M Agreement, dated September 23, 2024

$1,344,000

Rosamond Central

O&M Agreement, dated June 30, 2023

$2,752,000

Rosamond South

O&M Agreement, dated April 26, 2024

$131,000

Solar Blythe

O&M Agreement, dated November 1, 2017

$242,000

Solar Blythe II

O&M Agreement, dated March 1, 2017

$298,000

Solar Community I

O&M Agreement, dated February 9, 2018

$121,000

Solar Vegas

O&M Agreement, dated October 31, 2017

$127,000

SPP Facilities

O&M Agreements, dated October 31, 2017

$1,481,000

TA High Desert

O&M Agreement, dated June 9, 2017

$465,000

Texas Solar Nova 1

O&M Agreement, dated October 24, 2022

$1,841,000

Texas Solar Nova 2

O&M Agreement, dated October 24, 2022

$976,000

Utah Solar Portfolio

O&M Agreements, dated June 13, 2022

$3,527,000

Victory Pass

O&M Agreement, dated April 27, 2023

$1,572,000

Waiawa

O&M Agreement, dated May 28, 2021

$417,000

Waipio PV LLC

O&M Agreement, dated December 28, 2017

$638,000

Wind

Alta Wind I

O&M Agreement, dated December 12, 2016

$2,106,000

Alta Wind II

O&M Agreement, dated December 12, 2016

$696,000

Alta Wind III

O&M Agreement, dated December 12, 2016

$635,000

Alta Wind IV

O&M Agreement, dated December 12, 2016

$443,000

Alta Wind V

O&M Agreement, dated December 12, 2016

$667,000

Alta Wind X

O&M Agreement, dated December 12, 2016

$2,646,000

Alta Wind XI

O&M Agreement, dated December 12, 2016

$1,875,000

Black Rock

O&M Agreement, dated December 30, 2020

$1,011,000

Broken Bow

O&M Agreement, dated Nov 6, 2017

$1,577,000

Buffalo Bear

O&M Agreement, dated May 1, 2016

$245,000

Cedar Creek

O&M Agreement, dated June 15, 2023

$708,000

Cedro Hill

O&M Agreement, dated Nov 11, 2015

$2,979,000

Crofton Bluffs

O&M Agreement, dated February 13, 2012

$484,000

Dan’s Mountain

O&M Agreement, dated May 2, 2024

$230,000

Elbow Creek

O&M Agreement, dated October 31, 2018

$1,517,000

Forward

O&M Agreement, dated October 20, 2016

$588,000

Goat Mountain

O&M Agreement, dated February 18, 2008

$2,758,000

Langford

O&M Agreement, dated July 30, 2018

$2,793,000

Laredo Ridge

O&M Agreement, dated December 24, 2015

$1,789,000

Lookout

O&M Agreement, dated February 11, 2008

$1,026,000

Mesquite Sky

O&M Agreement, dated December 30, 2020

$1,032,000

Mesquite Star

O&M Agreement, dated May 7, 2019

$1,278,000

Mt. Storm

O&M Agreement, dated April 23, 2021

$1,250,000

Mountain Wind 1

O&M Agreement, dated September 17, 2016

$933,000

Mountain Wind 2

O&M Agreement, dated September 17, 2016

$1,875,000

Ocotillo

O&M Agreement, dated November 3, 2020

$1,196,000

Pinnacle

O&M Agreement, dated December 1, 2016

$930,000

Rattlesnake

O&M Agreement, dated February 5, 2020

$1,716,000

Sleeping Bear

O&M Agreement, dated May 1, 2016

$1,946,000

South Trent

O&M Agreement, dated October 1, 2015

$2,082,000

Spanish Fork

O&M Agreement, dated September 16, 2016

$456,000

Taloga

O&M Agreement, dated July 1, 2016

$3,126,000

Wildorado

O&M Agreement, dated February 11, 2008

$2,560,000

Asset Management and Administrative Services Agreements

CEG provides day-to-day administrative support to certain of the Company’s subsidiaries in accordance with asset management and administrative services agreements, or the ASAs. The ASAs for which the amount involved exceeded $120,000 during the year ended December 31, 2025 are described in the table below. Under these agreements, the Company generally pays an annual or monthly fee, which may be subject to annual adjustment, plus any reimbursable expenses.

Facility

Agreement Description

Approximate Amount

Paid to CEG

Flexible Generation

Carlsbad

Project Administration Agreement, dated November 19, 2024

$523,000

El Segundo

Project Administration Agreement, dated November 19, 2024

$580,000

Marsh Landing

Project Administration Agreement, dated November 19, 2024

$571,000

Walnut Creek

Project Administration Agreement, dated November 19, 2024

$516,000

Solar

Agua Caliente

Asset Management Agreement, dated January 18, 2012

$619,000

Alpine

Asset Management Agreement, dated March 15, 2012

$165,000

Arica

Project Administration Agreement, dated November 16, 2022

$290,000

Buckthorn Solar

Asset Management Agreement, dated May 22, 2017

$182,000

Chestnut Fund LLC

Asset Management Agreement, dated July 31, 2017

$235,000

CS4 Fund LLC

Asset Management Agreement, dated November 29, 2018

$244,000

CVSR

Asset Management Agreement, dated April 26, 2016

$203,000

DG CS Holdco LLC

Asset Management Agreement, dated November 2, 2020

$1,730,000

Daggett 1

Project Administration Agreement, dated June 17, 2024

$161,000

Daggett 3

Project Administration Agreement, dated October 28, 2021

$392,000

DGPV Fund 4 LLC

Asset Management Agreement, dated June 28, 2016

$127,000

Honeycomb

Project Administration Agreement, dated December 20, 2024

$136,000

Mililani I

Project Administration Agreement, dated May 28, 2021

$138,000

Oahu Solar

Project Administration Agreement, dated December 28, 2017

$227,000

Pine Forest

Project Administration Agreement, dated September 23, 2024

$245,000

Rosamond Central

Project Administration Agreement, dated June 30, 2023

$350,000

Rosamond South

Project Administration Agreement, dated April 26, 2024

$647,000

SPP Facilities

Asset Management Agreements, dated October 31, 2017

$376,000

Texas Solar Nova 1

Project Administration Agreement, dated October 24, 2021

$260,000

Texas Solar Nova 2

Project Administration Agreement, dated October 24, 2022

$207,000

Utah Solar Portfolio

Asset Management Agreements, dated December 1, 2021

$962,000

Victory Pass

Project Administration Agreement, dated November 16, 2022

$202,000

Waiawa

Project Administration Agreement, dated May 28, 2021

$138,000

Wind

Black Rock

Project Administration Agreement, dated December 30, 2020

$272,000

Broken Bow

Amended and Restated Services Agreement, dated February 13, 2012

$251,000

Buffalo Bear

Amended and Restated Services Agreement, dated September 15, 2011

$198,000

Capistrano Portfolio Holdco

Supplemental Services Agreement, dated June 23, 2022

$2,566,000

Cedar Creek

Project Administration Agreement, dated March 10, 2023

$318,000

Cedro Hill

Management and Administration Agreement, dated March 10, 2010

$391,000

Crofton Bluffs

Amended and Restated Services Agreement, dated February 13, 2012

$251,000

Dan’s Mountain

Project Administration Agreement, dated March 15, 2024

$229,000

Elbow Creek

Project Administration Agreement, dated January 1, 2018

$253,000

Forward

Services Agreement, dated January 1, 2012

$232,000

Langford

Project Administration Agreement, dated April 24, 2020

$154,000

Laredo Ridge

Support Services Agreement, dated May 27, 2010

$187,000

Lookout

Services Agreement, dated January 1, 2012

$232,000

Mesquite Sky

Project Administration Agreement, dated December 30, 2020

$374,000

Mesquite Star

Services Agreement, dated May 7, 2019

$285,000

Mountain Wind 1

Amended and Restated Services Agreement, dated February 13, 2012

$251,000

Mountain Wind 2

Amended and Restated Services Agreement, dated February 13, 2012

$251,000

Mt. Storm

Project Administration Agreement, dated April 23, 2021

$227,000

Ocotillo

Services Agreement, dated November 3, 2020

$230,000

Pinnacle

Amended and Restated Services Agreement, dated September 15, 2011

$241,000

Rattlesnake

Project Administration Agreement, dated February 5, 2020

$134,000

Sleeping Bear

Services Agreement, dated January 1, 2012

$232,000

South Trent

Project Administration Agreement, dated October 1, 2015

$237,000

Spanish Fork

Services Agreement, dated January 1, 2012

$232,000

Taloga

Services Agreement, dated November 20, 2012

$182,000

Washington Wind

Project Administration Agreement, dated April 29, 2025

$187,000

Wildorado

Project Administration Agreement, dated September 25, 2017

$281,000

Land Lease Agreements

The Company is party to various land lease agreements with CEG. The land lease agreements for which the amount involved exceeded $120,000 during the year ended December 31, 2025 are described in the table below. Under these agreements, the Company generally pays a quarterly or monthly fee, which may be subject to annual adjustment.

Facility

Agreement Description

Approximate Amount

Paid to CEG

Solar

Daggett 2

Land Lease Agreement, dated October 27, 2021

$988,000

Daggett 3

Land Lease Agreement, dated December 18, 2020

$1,634,000

Luna Valley

Land Lease Agreement, dated October 24, 2023

$1,020,000

Mililani I

Land Lease Agreement, dated November 18, 2020

$847,000

Oahu Solar

Land Lease Agreement, dated September 19, 2019

$936,000

Rosamond Central

Land Lease Agreement, dated November 18, 2020

$595,000

Rosamond South I

Land Lease Agreement, dated October 30, 2023

$927,000

Development Collaboration Agreement

On February 9, 2024, the Company entered into a Development Collaboration Agreement with Clearway Renew, or the Collaboration Agreement, pursuant to which, among other things, the Company procures substitute RA capacity from Clearway Renew to meet the Company’s contractual obligations to deliver RA capacity to various load-serving entities and to meet certain tariff requirements to provide RA capacity to cover planned outages. Under the Collaboration Agreement, certain subsidiaries of the Company that own and operate the Company’s natural gas-fired generating assets purchase substitute RA capacity from certain subsidiaries of Clearway Renew that operate its BESS development companies, or the BESS Companies, in each case pursuant to separate, five-year purchase agreements, or the RA Agreements. In addition, pursuant to the Collaboration Agreement, Clearway Renew has offered the Company a right of first offer to acquire an ownership interest in the BESS Companies or certain of Clearway Renew’s BESS facilities. Under the Collaboration Agreement and the RA Agreement, the Clearway Renew BESS Companies posted approximately $1,435,000 of security to the Company in 2024 to guarantee the financial obligations of the BESS Companies. The value of such security may increase in the future if certain milestones are met.

Development Services Agreements

Master Development Services Agreement with Clearway Renew

On December 22, 2025, the Company entered into a master development services agreement with Clearway Renew under which Clearway Renew will provide pre-construction development, construction management and asset management services in connection with future approved repowerings of the Company’s facilities. The Company did not incur any expenses under this agreement for the year ended December 31, 2025.

San Juan Mesa Development Services Agreement with Clearway Renew

On October 30, 2025, the Company entered into a development services agreement with Clearway Renew in connection with the repowering of the San Juan Mesa wind facility, which is located in Elida, New Mexico. The Company estimates that its total capital investment in the San Juan Mesa repowering will be $50 million, subject to closing adjustments.

Goat Mountain Development Services Agreement with Clearway Renew

On July 23, 2025, the Company entered into a development services agreement with Clearway Renew under which Clearway Renew will provide pre-construction development, construction management and asset management services in connection with the repowering of the Goat Mountain wind facility, which is located in Sterling City, Texas. The Company estimates that its total capital investment in the Goat Mountain repowering will be $200 million, subject to closing adjustments. In connection with the agreement, on December 12, 2025, the Company paid Clearway Renew $27 million, of which $25 million is related to the future delivery of equipment and $2 million related to capital expenditures.

Other

During 2025, the Company paid approximately $22,481,000 to CEG, consisting primarily of reimbursements of insurance premiums, employee-related benefits that CEG paid on behalf of the Company and enterprise resource planning shared costs. The Company also received $4,065,000 from CEG, consisting primarily of employee-related expenses that the Company paid on behalf of CEG.

During 2025, the Company also paid approximately $6,023,000 consisting of annual property insurance premiums to TotalEnergies’ captive insurance affiliate.

Fourth Amended and Restated Limited Liability Company Agreement of Clearway Energy LLC

The following is a description of certain material terms of the Company’s Fourth Amended and Restated Limited Liability Company Agreement. For the year ended December 31, 2025, the Company made approximately $149,235,000 in distributions to Clearway, Inc. (the holder of Class A and Class C units) and $208,936,000 to CEG (the holder of Class B and Class D units). In addition to the quarterly distributions, the Company distributed an additional $43,898,000, $25,681,000 of which was distributed to Clearway, Inc. primarily related to its contributions through Pine Forest TE Class A, an indirect subsidiary of Clearway, Inc., to acquire the Class A membership interests in Pine Forest TE HoldCo LLC, and $18,217,000 of which was distributed to CEG, which represents CEG’s pro-rata share of the additional distributions, during the year ended December 31, 2025. Also, for the year ended December 31, 2025, the Company recorded approximately $4,744,000 of equity contributions, consisting of $2,757,000 attributable to Clearway, Inc. and $1,987,000 attributable to CEG, related to each member’s respective allocation of transferable ITCs and PTCs generated by the Company’s wind, solar and BESS facilities and received by the Company during 2025.

Governance

Clearway, Inc. serves as the sole managing member of the Company. As such, Clearway, Inc. and effectively Clearway, Inc.’s Board of Directors, control the business and affairs of the Company and are responsible for the management of the business.

Voting and Economic Rights of Members

The Company has four classes of Units: Class A units, Class B units, Class C units and Class D units. Class A units and Class C units may be issued only to Clearway, Inc. as the sole managing member, and Class B units and Class D units may be issued only to CEG and held by CEG or its permitted transferees. Units of each of the four classes have equivalent economic and other rights, except that upon issuance, each holder of a Class B unit will also be issued a share of Clearway, Inc.’s Class B common stock, and each holder of a Class D unit will also be issued a share of Clearway, Inc.’s Class D common stock. Each Class B unit is exchangeable for a share of Clearway, Inc.’s Class A common stock and each Class D unit is exchangeable for a share of Clearway, Inc.’s Class D common stock, in each case subject to equitable adjustments for stock splits, dividends and reclassifications in accordance with the terms of the Exchange Agreement (as described below).

Net profits and net losses and distributions by the Company are allocated and made to holders of units in accordance with the respective number of membership units of the Company held. Generally, the Company will make distributions to holders of units for the purpose of funding tax obligations in respect of income of the Company that is allocated to the members of the Company.

None of the units have any voting rights.

Clearway, Inc.’s Coordination with Clearway Energy LLC

At any time Clearway, Inc. issues a share of Class A common stock or a share of Class C common stock for cash, the net proceeds therefrom will promptly be transferred to the Company, and the Company will either:

• transfer a newly issued Class A unit of the Company to Clearway, Inc. in the case of the issuance of a share of Class A common stock, or a newly issued Class C unit of the Company to Clearway, Inc. in the case of the issuance of a share of Class C common stock; or

• use the net proceeds to purchase a Class B unit of the Company from CEG in the case of the issuance of a share of Class A common stock, which Class B unit will automatically convert into a Class A unit of the Company when transferred to Clearway, Inc., or a Class D unit of the Company from CEG in the case of the issuance of a share of Class C common stock, which Class D unit will automatically convert into a Class C unit of the Company when transferred to Clearway, Inc.

If Clearway, Inc. elects to redeem any shares of their Class A common stock or Class C common stock for cash, the Company will, immediately prior to such redemption, redeem an equal number of Class A units or Class C units, as applicable, held by Clearway, Inc. upon the same terms and for the same price, as the shares of Class A common stock so redeemed.

Exchange Agreement

The Company is party to a Second Amended and Restated Exchange Agreement with CEG and Clearway, Inc., or the Exchange Agreement. Under the Exchange Agreement, CEG (and certain permitted assignees and permitted transferees who acquire Class B units or Class D units of the Company, collectively with CEG, the CEG Unitholders) may from time to time cause the Company to exchange their Class B units for shares of Clearway, Inc.’s Class A common stock on a one‑for‑one basis, subject to adjustments for stock splits, stock dividends and reclassifications, or exchange their Class D units for shares of Clearway, Inc.’s Class C common stock on a one‑for‑one basis, subject to equitable adjustments for stock splits, stock dividends and reclassifications.

When a CEG Unitholder exchanges a Class B unit of the Company for a share of Clearway, Inc.’s Class A common stock, Clearway, Inc. will automatically redeem and cancel a corresponding share of their Class B common stock and the Class B unit will automatically convert into a Class A unit when issued to Clearway, Inc.; similarly, when a CEG Unitholder exchanges a Class D unit of the Company for a share of Clearway, Inc.’s Class C common stock, Clearway, Inc. will automatically redeem and cancel a corresponding share of their Class D common stock and the Class D unit will automatically convert into a Class C unit when issued to Clearway, Inc. As a result, when a CEG Unitholder exchanges its Class B units for shares of Clearway, Inc.’s Class A common stock, or its Class D units for shares of Clearway, Inc.’s Class C common stock, Clearway, Inc.’s interest in the Company will be correspondingly increased.

Additionally, when a CEG Unitholder exchanges a Class B unit or Class D unit of the Company, the CEG Unitholder will pay Clearway, Inc. an equitable cash settlement on the applicable exchange date for the value of certain of Clearway, Inc.’s assets that are not held through the Company. The amount of any such payment will be calculated based on the net present value of the projected discounted cash flow of such assets, using a discount rate equal to the weighted average cost of capital for such assets, and the daily volume-weighted average closing price of Clearway, Inc.’s Class A common stock or Class C common stock, as applicable, for the trailing 30 trading days ending on the second trading day prior to the applicable exchange date.

Indemnification of Officers

Clearway, Inc. has entered into indemnification agreements with each of its executive officers. The indemnification agreements provide the executive officers with contractual rights to indemnification, expense advancement and reimbursement to the fullest extent permitted under Delaware law.

Registration Rights Agreement

Clearway, Inc. is party to an Amended and Restated Registration Rights Agreement with CEG, or the Registration Rights Agreement. Under the Registration Rights Agreement, CEG and its affiliates are entitled to demand registration rights, including the right to demand that a shelf registration statement be filed, and “piggyback” registration rights, for shares of Clearway, Inc.’s Class A common stock that are issuable upon exchange of Class B units of the Company that CEG owns and shares of Clearway, Inc.’s Class C common stock that are issuable upon exchange of the Class D units of the Company that CEG owns.

Procedures for Review, Approval and Ratification of Related Person Transactions; Conflicts of Interest

The Company does not have a separate policy regarding related party transactions, as all of its officers are subject to the written Related Person Policy of Clearway, Inc., which provides that the Corporate Governance, Conflicts and Nominating Committee of Clearway, Inc.’s Board of Directors will periodically review all related person transactions that are required to be disclosed under SEC rules and, when appropriate, initially authorize or ratify all such transactions.

The Related Person Policy operates in conjunction with Clearway, Inc.’s Code of Conduct and is applicable to all “Related Person Transactions”, which are all transactions, arrangements or relationships in which:

•the aggregate amount involved will or may be expected to exceed $50,000 in any calendar year;

•Clearway, Inc. is a participant; and

•any Related Person (as that term is defined below) has or will have a direct or indirect interest.

A “Related Person” is:

•any person who is, or at any time during the applicable period was, a director of the Company or a nominee for director or an executive officer;

•any person who is known to Clearway, Inc. to be the beneficial owner of more than 5% of any class of Clearway, Inc.’s voting stock;

•any immediate family member of any of the persons referenced in the preceding two bullets, which means any child, stepchild, parent, stepparent, spouse, sibling, mother‑in‑law, father‑in‑law, son‑in‑law, daughter‑in‑law, brother‑in‑law or sister‑in‑law of the director, nominee for director, executive officer or more than 5% beneficial owner of any class of Clearway, Inc.’s voting stock, and any person (other than a tenant or employee) sharing the household of such director, nominee for director, executive officer or more than 5% beneficial owner of any class of the Company’s voting stock; and

•any firm, corporation or other entity in which any of the foregoing persons is a partner or principal or in a similar position or in which such person has a 10% or greater beneficial ownership interest.

In determining whether to recommend the initial approval or ratification of a Related Person Transaction, the Corporate Governance, Conflicts and Nominating Committee considers all of the relevant facts and circumstances available, including (if applicable) but not limited to: (a) whether there is an appropriate business justification for the transaction; (b) the benefits that accrue to us as a result of the transaction; (c) the terms available to unrelated third parties entering into similar transactions; (d) the impact of the transaction on director independence (in the event the related person is a director, an immediate family member of a director or an entity in which a director or an immediate family member of a director is a partner, stockholder, member or executive officer); (e) the availability of other sources for comparable products or services; (f) whether it is a single transaction or a series of ongoing, related transactions; and (g) whether entering into the transaction would be consistent with the Related Person Transaction Policy.

If the aggregate amount involved is expected to be less than $500,000, the transaction may be approved or ratified by the Chair of the Corporate Governance, Conflicts and Nominating Committee.

As part of its review of each Related Person Transaction, the Corporate Governance, Conflicts and Nominating Committee will take into account, among other factors it deems appropriate, whether the transaction is on terms no less favorable than the terms generally available to an unaffiliated third party under the same or similar circumstances and the extent of the Related Person’s interest in the transaction. This Related Person Policy also provides that certain transactions, based on their nature and/or monetary amount, are deemed to be pre‑approved or ratified by the Corporate Governance, Conflicts and Nominating Committee and do not require separate approval or ratification.

Transactions involving ongoing relationships with a Related Person will be reviewed and assessed at least annually by the Corporate Governance, Conflicts and Nominating Committee to ensure that such Related Person Transactions remain appropriate and in compliance with the Committee’s guidelines.

The Committee’s activities with respect to the review and approval or ratification of all Related Person Transactions are reported periodically to Clearway, Inc.’s Board of Directors. Any transaction between us and any Related Person, including CEG, will be subject to the prior review and approval of the Company’s Corporate Governance, Conflicts and Nominating Committee.

Item 14 — Principal Accounting Fees and Services

Audit and Nonaudit Fees

The following table presents fees for professional services rendered by PricewaterhouseCoopers LLP, the Company’s principal independent registered public accounting firm:


	Year Ended December 31,
	2025		2024
Audit Fees	$	5,866,181	$	4,479,259

Tax Fees	1,959,625		518,572
All Other Fees	897,000		2,000
Total	$	8,722,806	$	4,999,831

Audit Fees

For 2025 and 2024, PricewaterhouseCoopers LLP billed the Company approximately $5,866,181 and $4,479,259, respectively, for the integrated audit of the Company’s annual consolidated financial statements, internal control over financial reporting and the review of the Company’s quarterly consolidated financial statements on Form 10-Q that are customary under the standards of the Public Company Accounting Oversight Board (United States).

Audit-Related Fees

For 2025 and 2024, there were no audit-related fees billed to the Company.

Tax Fees

For 2025 and 2024, PricewaterhouseCoopers LLP billed the Company approximately $1,959,625 and $518,572, respectively, relating primarily to compliance work.

All Other Fees

For 2025 and 2024, PricewaterhouseCoopers LLP billed the Company approximately $897,000 and $2,000, respectively, in other fees relating to online subscription fees and pre-implementation review of the Company’s new enterprise resource planning application.

Policy on Audit Committee Pre-approval

The Audit Committee of Clearway, Inc. is responsible for appointing, setting compensation for, and overseeing the work of the independent registered public accounting firm of the Company. The Audit Committee of Clearway, Inc. has established a policy regarding pre-approval of all audit and permissible nonaudit services provided by the independent registered public accounting firm of the Company.

The Audit Committee of Clearway, Inc. will annually review and pre-approve services that are expected to be provided by the independent registered public accounting firm. The term of the pre-approval will be 12 months from the date of the pre-approval, unless the Audit Committee of Clearway, Inc. approves a shorter time period. The Audit Committee may periodically amend and/or supplement the pre-approved services based on subsequent determinations.

Unless the Audit Committee of Clearway, Inc. has pre-approved Audit Services or a specified category of nonaudit services, any engagement to provide such services must be pre-approved by the Audit Committee of Clearway, Inc. if it is to be provided by the independent registered public accounting firm. The Audit Committee of Clearway, Inc. must also pre-approve any proposed services exceeding the pre-approved budgeted fee levels for a specified type of service.

The Audit Committee of Clearway, Inc. has authorized its Chair to pre-approve services in amounts up to $100,000 per engagement. Engagements exceeding $100,000 must be approved by the full Audit Committee of Clearway, Inc. Engagements pre-approved by the Chair are reported to the Audit Committee of Clearway, Inc. at its next scheduled meeting. The Audit Committee of Clearway, Inc. approved all of the audit-related fees, tax fees and all other fees disclosed above.

PART IV

Item 15 — Exhibits, Financial Statement Schedules

(a)(1) Financial Statements

The following consolidated financial statements of Clearway Energy LLC and related notes thereto, together with the Report of Independent Registered Public Accounting Firm of PricewaterhouseCoopers LLP (PCAOB ID: 238) and Report of Independent Registered Public Accounting Firm of Ernst & Young LLP (PCAOB ID: 42) thereon, are included herein:

Consolidated Statements of Operations — Years ended December 31, 2025, 2024 and 2023

Consolidated Statements of Comprehensive Income — Years ended December 31, 2025, 2024 and 2023

Consolidated Balance Sheets — As of December 31, 2025 and 2024

Consolidated Statements of Cash Flows — Years ended December 31, 2025, 2024 and 2023

Consolidated Statements of Members’ Equity — Years ended December 31, 2025, 2024 and 2023

Notes to Consolidated Financial Statements

(a)(2) Financial Statement Schedules

The following schedules of Clearway Energy LLC are filed as part of Item 15 of this report and should be read in conjunction with the Consolidated Financial Statements:

Schedule I — Clearway Energy LLC (Parent) Condensed Financial Statements as of December 31, 2025 and 2024 and for the years ended December 31, 2025, 2024 and 2023, are included in Clearway Energy LLC’s Annual Report on Form 10-K pursuant to the requirements of Rule 5-04(c) of Regulation S-X

All other schedules for which provision is made in the applicable accounting regulation of the Securities and Exchange Commission are not required under the related instructions or are inapplicable, and therefore, have been omitted

(a)(3) Exhibits: See Exhibit Index submitted as a separate section of this report

(b) Exhibits

See Exhibit Index submitted as a separate section of this report

Report of Independent Registered Public Accounting Firm

To the Members of Clearway Energy LLC

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Clearway Energy LLC and its subsidiaries (the “Company”) as of December 31, 2025 and 2024, and the related consolidated statements of operations, of comprehensive income, of members’ equity and of cash flows for the years then ended, including the related notes and schedule of Clearway Energy LLC (Parent) condensed financial statements as of December 31, 2025 and 2024 and for the years then ended appearing under Item 15 (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits of these consolidated financial statements in accordance with the standards of the PCAOB and in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Hypothetical Liquidation at Book Value (HLBV) Calculation of Net Loss Attributable to Redeemable Noncontrolling Interests and Noncontrolling Interests in Tax Equity Arrangements

As described in Note 2 to the consolidated financial statements, certain portions of the Company’s redeemable noncontrolling interest in subsidiaries and noncontrolling interest represent third-party interests in the net assets under tax equity arrangements, which are consolidated by the Company, that have been entered into to finance the cost of facilities eligible for certain tax credits and benefits. Management has determined that the provisions in the contractual agreements of these redeemable noncontrolling interests and noncontrolling interests represent substantive profit-sharing arrangements, for which management uses a balance sheet approach utilizing the hypothetical liquidation at book value, or HLBV, method to calculate the redeemable noncontrolling interest and noncontrolling interest. Under the HLBV method, the amounts reported as redeemable noncontrolling interest and noncontrolling interest represent the amounts the investors to the tax equity arrangements would hypothetically receive at each balance sheet date under the liquidation provisions of the contractual agreements. As disclosed by management, management must apply judgment in determining the methodology for applying the HLBV method and changes in certain factors may have a significant impact on the amounts that an investor would receive upon a hypothetical liquidation. For the year ended December 31, 2025, the net loss attributable to noncontrolling interests and redeemable noncontrolling interests was $555 million, of which a majority represents third-party interests in the net assets under tax equity arrangements.

The principal considerations for our determination that performing procedures relating to the HLBV calculation of net loss attributable to redeemable noncontrolling interests and noncontrolling interests in tax equity arrangements is a critical audit matter are (i) the significant judgment by management in applying the HLBV method to determine the income or loss each redeemable noncontrolling interest and noncontrolling interest would hypothetically receive at each balance sheet date under the liquidation provisions of the contractual agreements; (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating audit evidence related to management’s judgments applied in using the HLBV method to calculate the redeemable noncontrolling interests and noncontrolling interests in tax equity arrangements; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge. As disclosed by management, a material weakness existed related to this matter.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of the control relating to management's assessment of the accounting model used for tax equity arrangements. These procedures also included, among others (i) testing the completeness and accuracy of the underlying data used by management and (ii) the involvement of professionals with specialized skill and knowledge to assist in (a) evaluating the appropriateness of the HLBV method based on the terms of the contractual agreements and (b) developing independent calculations of the income or loss attributable to the redeemable noncontrolling interests and noncontrolling interests based on the terms of the contractual agreements and comparing the independent calculations to management's calculations.

/s/ PricewaterhouseCoopers LLP

Baltimore, Maryland

February 24, 2026

We have served as the Company’s auditor since 2024.

Report of Independent Registered Public Accounting Firm

To the Members of Clearway Energy LLC:

Opinion on the Financial Statements

We have audited the accompanying consolidated statements of operations, comprehensive income, members’ equity and cash flows of Clearway Energy LLC (the Company) for the year ended December 31, 2023, and the related notes and financial statement schedule listed in the Index at Item 15(a)(2) (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the results of its operations and its cash flows for the year ended December 31, 2023, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB and in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

/s/ Ernst & Young LLP

We served as the Company’s auditor from 2021 to 2024.

Philadelphia, Pennsylvania

February 22, 2024

CLEARWAY ENERGY LLC

CONSOLIDATED STATEMENTS OF OPERATIONS


	Year ended December 31,
(In millions)	2025		2024		2023
Operating Revenues
Total operating revenues	$	1,429	$	1,371	$	1,314
Operating Costs and Expenses
Cost of operations, exclusive of depreciation, amortization and accretion shown separately below	528		501		473
Depreciation, amortization and accretion	682		627		526
Impairment losses	—		—		12
General and administrative	40		38		35
Transaction and integration costs	16		8		4

Total operating costs and expenses	1,266		1,174		1,050

Operating Income	163		197		264
Other Income (Expense)
Equity in earnings of unconsolidated affiliates	31		35		12


Other income, net	29		48		52
Loss on debt extinguishment	(8)		(5)		(6)
Interest expense	(387)		(307)		(337)
Total other expense, net	(335)		(229)		(279)
Loss Before Income Taxes	(172)		(32)		(15)
Income tax (benefit) expense	(1)		1		(2)
Net Loss	(171)		(33)		(13)
Less: Net loss attributable to noncontrolling interests and redeemable noncontrolling interests	(555)		(236)		(162)
Net Income Attributable to Clearway Energy LLC	$	384	$	203	$	149

See accompanying notes to consolidated financial statements.

CLEARWAY ENERGY LLC

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME


	Year ended December 31,
	2025		2024		2023
(In millions)
Net Loss	$	(171)	$	(33)	$	(13)
Other Comprehensive Loss
Unrealized loss on derivatives and changes in accumulated OCI	(5)		(5)		(7)
Other comprehensive loss	(5)		(5)		(7)
Comprehensive Loss	(176)		(38)		(20)
Less: Comprehensive loss attributable to noncontrolling interests and redeemable noncontrolling interests	(557)		(233)		(163)
Comprehensive Income Attributable to Clearway Energy LLC	$	381	$	195	$	143

See accompanying notes to consolidated financial statements.

CLEARWAY ENERGY LLC

CONSOLIDATED BALANCE SHEETS


(In millions)	December 31, 2025		December 31, 2024
ASSETS
Current Assets
Cash and cash equivalents	$	231	$	332
Restricted cash	587		401
Accounts receivable — trade	162		164
Accounts receivable — affiliates	1		—
Inventory	75		64

Derivative instruments	29		39

Prepayments and other current assets	63		58
Total current assets	1,148		1,058
Property, plant and equipment, net	11,596		9,944
Other Assets
Equity investments in affiliates	291		309

Intangible assets for power purchase agreements, net	2,294		2,125
Other intangible assets, net	66		68
Derivative instruments	127		136
Right-of-use assets, net	714		547
Other non-current assets	208		133
Total other assets	3,700		3,318
Total Assets	$	16,444	$	14,320
LIABILITIES AND MEMBERS’ EQUITY
Current Liabilities
Current portion of long-term debt — external	$	708	$	430
Current portion of long-term debt — affiliate	6		—
Accounts payable — trade	95		82
Accounts payable — affiliates	32		35
Derivative instruments	52		56
Accrued interest expense	52		53

Accrued expenses and other current liabilities	78		66
Total current liabilities	1,023		722
Other Liabilities
Long-term debt — external	7,898		6,750



Deferred income taxes	2		3
Derivative instruments	308		315
Long-term lease liabilities	796		569
Other non-current liabilities	389		320
Total other liabilities	9,393		7,957
Total Liabilities	10,416		8,679
Redeemable noncontrolling interest in subsidiaries	103		—
Commitments and Contingencies
Members’ Equity
Contributed capital	641		911
Retained earnings	875		894
Accumulated other comprehensive (loss) income	(10)		7
Noncontrolling interest	4,419		3,829
Total Members’ Equity	5,925		5,641
Total Liabilities and Members’ Equity	$	16,444	$	14,320

See accompanying notes to consolidated financial statements.

CLEARWAY ENERGY LLC

CONSOLIDATED STATEMENTS OF CASH FLOWS


	Year ended December 31,
	2025		2024		2023
Cash Flows from Operating Activities	(In millions)
Net loss	$	(171)	$	(33)	$	(13)
Adjustments to reconcile net loss to net cash provided by operating activities:
Equity in earnings of unconsolidated affiliates	(31)		(35)		(12)
Distributions from unconsolidated affiliates	32		34		30
Depreciation, amortization and accretion	682		627		526
Amortization of financing costs and debt discounts	15		14		13
Amortization of intangibles	187		182		185
Loss on debt extinguishment	8		5		6
Reduction in carrying amount of right-of-use assets	16		15		15


Impairment losses	—		—		12
Changes in deferred income taxes	(1)		1		(2)
Changes in derivative instruments and amortization of accumulated OCI	(13)		13		(2)



Changes in other working capital	(44)		(51)		(25)
Net Cash Provided by Operating Activities	680		772		733
Cash Flows from Investing Activities
Acquisitions, net of cash acquired	(324)		—		—
Acquisition of Drop Down Assets, net of cash acquired	(318)		(678)		(45)

Proceeds from transfer of assets	152		—		—
Capital expenditures	(319)		(287)		(212)
Payment for equipment deposit	—		—		(27)
Payment for equipment deposit and asset purchase from affiliate	(27)		—		(55)

Return of investments from unconsolidated affiliates	15		41		14
(Increase) decrease in note receivable — affiliate	(22)		184		(174)
Investments in unconsolidated affiliates	—		—		(28)



Other	18		15		4
Net Cash Used in Investing Activities	(825)		(725)		(523)
Cash Flows from Financing Activities
Contributions from noncontrolling interests, net of distributions	1,043		1,319		1,120
Contributions from (distributions to) CEG, net	81		174		(92)
Contributions from Clearway, Inc.	49		—		—
Proceeds from the issuance of Class C units	48		—		—
Payments of distributions	(358)		(334)		(311)
Pro-rata distributions to Clearway, Inc. and CEG	(44)		—		—
Tax-related distributions	—		(2)		(51)
Buyouts of noncontrolling interest and redeemable noncontrolling interest	(3)		(7)		(13)
Proceeds from the revolving credit facility	701		—		—
Payments for the revolving credit facility	(340)		—		—
Proceeds from issuance of long-term debt — external	518		466		563
Proceeds from issuance of long-term debt — affiliate	8		—		—
Payments for long-term debt — external	(1,461)		(1,966)		(1,349)
Payments for long-term debt — affiliate	(2)		(1)		(1)
Payments of debt issuance costs	(8)		(13)		(18)
Other	(2)		(1)		(3)
Net Cash Provided by (Used in) Financing Activities	230		(365)		(155)

Net Increase (Decrease) in Cash, Cash Equivalents and Restricted Cash	85		(318)		55
Cash, Cash Equivalents and Restricted Cash at Beginning of Period	733		1,051		996
Cash, Cash Equivalents and Restricted Cash at End of Period	$	818	$	733	$	1,051

Supplemental Disclosure:
Interest paid, net of amount capitalized	$	(348)	$	(324)	$	(304)

See accompanying notes to consolidated financial statements.

CLEARWAY ENERGY LLC

CONSOLIDATED STATEMENTS OF MEMBERS’ EQUITY


(In millions)	Contributed Capital		Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Noncontrolling Interest		Total Members’ Equity
Balances at December 31, 2022	$	1,308	$	1,240	$	21	$	1,591	$	4,160
Net income (loss)	—		149		—		(179)		(30)
Unrealized loss on derivatives and changes in accumulated OCI	—		—		(6)		(1)		(7)
Distributions to CEG, cash	(78)		—		—		—		(78)
Contributions from noncontrolling interests, net of distributions, cash	—		—		—		1,123		1,123
Distributions to noncontrolling interests, non-cash	—		—		—		(7)		(7)
Contributions from Clearway, Inc., non-cash	13		—		—		—		13
Tax-related distributions	—		(51)		—		—		(51)
Transfer of assets under common control	12		—		—		274		286
Buyout of noncontrolling interest	27		—		—		(37)		(10)
Buyout of redeemable noncontrolling interest	17		—		—		—		17
Distributions paid to Clearway, Inc.	—		(180)		—		—		(180)
Distributions paid to CEG Class B and Class D unit holders	—		(131)		—		—		(131)
Balances at December 31, 2023	1,299		1,027		15		2,764		5,105
Net income (loss)	—		203		—		(249)		(46)
Unrealized (loss) gain on derivatives and changes in accumulated OCI	—		—		(8)		3		(5)

Contributions from CEG, cash	194		—		—		—		194
Contributions from noncontrolling interests, net of distributions, cash	—		—		—		1,321		1,321
Distributions to noncontrolling interests, non-cash	—		—		—		(1)		(1)
Tax-related distributions	—		(2)		—		—		(2)
Transfer of assets under common control	(586)		—		—		(7)		(593)
Buyout of noncontrolling interest	(4)		—		—		(3)		(7)
Buyout of redeemable noncontrolling interest	7		—		—		—		7
Distributions paid to Clearway, Inc.	—		(194)		—		—		(194)
Distributions paid to CEG Class B and Class D unit holders	—		(140)		—		—		(140)
Other	1		—		—		1		2
Balances at December 31, 2024	911		894		7		3,829		5,641
Net income (loss)	—		384		—		(335)		49
Unrealized loss on derivatives and changes in accumulated OCI	—		—		(3)		(2)		(5)

Contributions from CEG, net of distributions, cash	112		—		—		—		112
Contributions from noncontrolling interests, net of distributions, cash	—		—		—		708		708
Distributions to noncontrolling interests, non-cash	—		—		—		(4)		(4)
Contributions from Clearway, Inc., cash	3		—		—		46		49


Pro-rata distributions to Clearway, Inc., cash	—		(25)		—		—		(25)
Pro-rata distributions to CEG, cash	—		(19)		—		—		(19)
Transfer of assets under common control	(433)		—		(14)		180		(267)
Buyout of noncontrolling interest	—		—		—		(3)		(3)

Proceeds from the issuance of Class C units	48		—		—		—		48
Distributions paid to Clearway, Inc.	—		(209)		—		—		(209)
Distributions paid to CEG Class B and Class D unit holders	—		(149)		—		—		(149)
Other	—		(1)		—		—		(1)
Balances at December 31, 2025	$	641	$	875	$	(10)	$	4,419	$	5,925

See accompanying notes to consolidated financial statements.

CLEARWAY ENERGY LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1 — Nature of Business

Clearway Energy, Inc., or Clearway, Inc., consolidates the results of the Company through its controlling interest, with CEG’s interest shown as contributed capital in the Company’s consolidated financial statements. The holders of Clearway, Inc.’s outstanding shares of Class A and Class C common stock are entitled to dividends as declared. CEG receives its distributions from the Company through its ownership of the Company’s Class B and Class D units. From time to time, CEG may also hold shares of Clearway, Inc.’s Class A and/or Class C common stock.

As of December 31, 2025, Clearway, Inc. owned 58.62% of the economic interests of the Company, with CEG owning 41.38% of the economic interests of the Company. For further discussion, see Note 11, Members’ Equity.

The diagram below represents a summarized structure of the Company as of December 31, 2025:

Note 2 — Summary of Significant Accounting Policies

Basis of Presentation and Principles of Consolidation

The Company’s consolidated financial statements have been prepared in accordance with GAAP. The FASB ASC is the source of authoritative GAAP to be applied by nongovernmental entities. In addition, the rules and interpretative releases of the SEC under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants.

The consolidated financial statements include the Company’s accounts and operations and those of its subsidiaries in which it has a controlling financial interest. All significant intercompany transactions and balances have been eliminated in consolidation. The usual condition for a controlling financial interest is ownership of the majority of the voting interests of an entity. However, a controlling financial interest may also exist through arrangements that do not involve controlling voting interests. As such, the Company applies the guidance of ASC 810, Consolidations, to determine when an entity that is insufficiently capitalized or not controlled through its voting interests, referred to as a variable interest entity, or VIE, should be consolidated.

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 $194 million as of both December 31, 2025 and 2024.

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:


	December 31,
	2025		2024
	(In millions)
Cash and cash equivalents	$	231	$	332
Restricted cash	587		401
Cash, cash equivalents and restricted cash shown in the consolidated statements of cash flows	$	818	$	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 December 31, 2025, these restricted funds were comprised of $146 million designated to fund operating expenses, $99 million designated for current debt service payments and $85 million restricted for reserves, including debt service, performance obligations and other reserves as well as capital expenditures. The remaining $257 million is held in distribution reserve accounts, of which $174 million relates to transferable ITCs for the Rosamond South I solar and BESS facility that were received on behalf of the tax equity investor in Rosie South TE Holdco LLC and subsequently distributed to the tax equity investor in January 2026.

As of December 31, 2024, these restricted funds were comprised of $184 million designated to fund operating expenses, $37 million designated for current debt service payments and $102 million restricted for reserves, including debt service, performance obligations and other reserves as well as capital expenditures. The remaining $78 million was held in distribution reserve accounts.

Supplemental Cash Flow Information

The following table provides a disaggregation of the amounts classified as Acquisition of Drop Down Assets, net of cash acquired, shown in the consolidated statements of cash flows:


	Year ended December 31,
	2025		2024		2023
	(In millions)
Cash paid to acquire Drop Down Assets	$	(329)	$	(680)	$	(173)
Cash acquired from the acquisition of Drop Down Assets	11		2		128
Acquisition of Drop Down Assets, net of cash acquired	$	(318)	$	(678)	$	(45)

Accounts Receivable — Trade and Allowance for Credit Losses

Accounts receivable — trade are reported on the consolidated balance sheet at the invoiced amount adjusted for any write-offs and the allowance for credit losses. The majority of the Company’s customers typically receive invoices monthly with payment due within 30 days. The allowance for credit losses is reviewed periodically based on amounts past due and their significance. The allowance for credit losses was immaterial as of December 31, 2025 and 2024.

Inventory

Inventory consists of spare parts and is valued at weighted average cost, unless evidence indicates that the weighted average cost will not be recovered with a normal profit in the ordinary course of business. Inventory is removed when used for repairs, maintenance or capital projects.

Property, Plant and Equipment

Property, plant and equipment are stated at cost, however, impairment adjustments are recorded whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. Significant additions or improvements extending asset lives are capitalized as incurred, while repairs and maintenance that do not improve or extend the life of the respective asset are charged to expense as incurred. Depreciation is computed using the straight-line method over the estimated useful lives. Certain assets and their related accumulated depreciation amounts are adjusted for asset retirements and disposals with the resulting gain or loss included in cost of operations in the consolidated statements of operations. For further discussion of the Company’s property, plant and equipment refer to Note 4, Property, Plant and Equipment.

Interest incurred on funds borrowed to finance capital projects is capitalized until the project under construction is ready for its intended use. The amount of interest capitalized for the years ended December 31, 2025, 2024 and 2023 was $51 million, $28 million and $36 million, respectively.

Construction in-progress represents cumulative construction costs, including the costs incurred for the purchase of major equipment and engineering costs and capitalized interest. Once the project achieves commercial operation, the Company reclassifies the amounts recorded in construction in progress to facilities and equipment.

Asset Impairments

Long-lived assets that are held and used are reviewed for impairment whenever events or changes in circumstances indicate their carrying amounts may not be recoverable. Such reviews are performed in accordance with ASC 360, Property, Plant and Equipment. An impairment loss is indicated if the total future estimated undiscounted cash flows expected from an asset are less than its carrying amount. An impairment charge is measured as the excess of an asset’s carrying amount over its fair value with the difference recorded in operating costs and expenses in the consolidated statements of operations. Fair values are determined by a variety of valuation methods, including appraisals, sales prices of similar assets and present value techniques. For further discussion of the Company’s long-lived asset impairments, refer to Note 9, Asset Impairments.

Investments accounted for by the equity method are reviewed for impairment in accordance with ASC 323, Investments-Equity Method and Joint Ventures, which requires that a loss in value of an investment that is an other-than-temporary decline should be recognized. The Company identifies and measures losses in the value of equity method investments based upon a comparison of fair value to carrying value.

Debt Issuance Costs

Debt issuance costs are capitalized and amortized as interest expense on a basis which approximates the effective interest method over the term of the related debt. Debt issuance costs related to the long-term debt are presented as a direct deduction from the carrying amount of the related debt. Debt issuance costs related to the senior secured revolving credit facility line of credit are recorded as a non-current asset on the consolidated balance sheet and are amortized over the term of the credit facility.

Intangible Assets

Intangible assets represent contractual rights held by the Company. The Company recognizes specifically identifiable intangible assets, including PPAs, leasehold rights, emission allowances, RECs and development rights when specific rights and contracts are acquired. These intangible assets are amortized primarily on a straight-line basis. For further discussion of the Company’s intangible assets, refer to Note 8, Intangible Assets.

Income Taxes

The Company is classified as a partnership for federal and state income tax purposes. Therefore, federal and most state income taxes are assessed at the partner level. The franchise tax imposed by the state of Texas, however, is being assessed at the level of certain operating subsidiaries of the Company, and therefore reflected as an income tax expense or benefit of the Company.

For the year ended December 31, 2025, the Company recorded a deferred tax benefit of $1 million, which resulted in a cumulative deferred tax liability of $2 million with respect to future years. For the year ended December 31, 2024, the Company recorded a deferred tax expense of $1 million, which resulted in a cumulative deferred tax liability of $3 million with respect to future years.

Revenue Recognition

Revenue from Contracts with Customers

The Company applies the guidance in ASC 606, Revenue from Contracts with Customers, or Topic 606, when recognizing revenue associated with its contracts with customers. The Company’s policies with respect to its various revenue streams are detailed below. In general, the Company applies the invoicing practical expedient to recognize revenue for the revenue streams detailed below, except in circumstances where the invoiced amount does not represent the value transferred to the customer.

Flexible Generation Segment Revenues

The majority of the facilities in the Flexible Generation segment commenced merchant operations during 2023 following the expiration of the PPAs. These facilities generate revenues from selling electricity and/or RA to the CAISO and to public utility and load serving entities, as the power is delivered at the interconnection point.

Power Purchase Agreements, or PPAs

The majority of the Company’s revenues are obtained through PPAs or similar contractual agreements. Energy, capacity and, where applicable, renewable attributes, from the majority of the Company’s renewable energy assets and certain facilities in the Flexible Generation segment are sold through long-term PPAs and tolling agreements to a single counterparty, which is often a utility or commercial customer. Certain revenue agreements also provide for the sale of BESS capacity. As discussed above, the majority of the facilities in the Flexible Generation segment commenced merchant operations during 2023 following the expiration of the PPAs. The majority of these PPAs are accounted for as operating leases as the Company retained its historical lease assessments and classification upon adoption of ASC 842, Leases. ASC 842 requires the minimum lease payments received to be amortized over the term of the lease and contingent rentals are recorded when the achievement of the contingency becomes probable. The Company’s BESS arrangements include variable payments not based on an index or rate and sales-type lease treatment would result in a loss at lease commencement. As a result, the Company accounts for these arrangements as operating leases under ASC 842. Judgment is required by management in determining the economic life of each generating facility, in evaluating whether certain lease provisions constitute minimum payments or represent contingent rent and other factors in determining whether a contract contains a lease and whether the lease is an operating lease or finance lease.

Certain of these PPAs have no minimum lease payments and all of the lease revenue under these PPAs is recorded as contingent rent on an actual basis when the electricity is delivered. The contingent lease revenue recognized in the years ended December 31, 2025, 2024 and 2023 was $797 million, $831 million and $780 million, respectively. See Note 15, Leases, for additional information related to the Company’s PPAs accounted for as leases.

Renewable Energy Credits, or RECs

Renewable energy credits, or RECs, are usually sold through long-term PPAs or through REC contracts with counterparties. Revenue from the sale of self-generated RECs is recognized when the related energy is generated and simultaneously delivered even in cases where there is a certification lag as it has been deemed to be perfunctory.

In a bundled contract to sell energy, capacity and/or self-generated RECs, all performance obligations are deemed to be delivered at the same time and hence, timing of recognition of revenue for all performance obligations is the same and occurs over time. In such cases, it is unnecessary to allocate transaction price to multiple performance obligations.

100

Disaggregated Revenues

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


	Year ended December 31, 2025
(In millions)	Flexible Generation		Renewables & Storage		Total
Energy revenue (a)	$	30	$	1,166	$	1,196
Capacity revenue (a)	269		100		369
Other revenues	4		72		76
Contract amortization	(18)		(171)		(189)
Mark-to-market for economic hedges	6		(29)		(23)
Total operating revenues	291		1,138		1,429
Less: Contract amortization	18		171		189
Less: Mark-to-market for economic hedges	(6)		29		23
Less: Lease revenue	(115)		(846)		(961)

Total revenue from contracts with customers	$	188	$	492	$	680

(a) See Note 15, Leases, for the amounts of energy and capacity revenues that relate to leases and are accounted for under ASC 842.


	Year ended December 31, 2024
(In millions)	Flexible Generation		Renewables & Storage		Total
Energy revenue (a)	$	84	$	1,089	$	1,173
Capacity revenue (a)	262		65		327
Other revenues (a)	5		85		90
Contract amortization	(18)		(166)		(184)
Mark-to-market for economic hedges	9		(44)		(35)
Total operating revenues	342		1,029		1,371
Less: Contract amortization	18		166		184
Less: Mark-to-market for economic hedges	(9)		44		35
Less: Lease revenue	(113)		(860)		(973)
Total revenue from contracts with customers	$	238	$	379	$	617

(a) See Note 15, Leases, for the amounts of energy, capacity and other revenues that relate to leases and are accounted for under ASC 842.


	Year ended December 31, 2023
(In millions)	Flexible Generation		Renewables & Storage		Total
Energy revenue (a)	$	81	$	942	$	1,023
Capacity revenue (a)	336		23		359
Other revenues	28		71		99
Contract amortization	(20)		(166)		(186)
Mark-to-market for economic hedges	(5)		24		19
Total operating revenues	420		894		1,314
Less: Contract amortization	20		166		186
Less: Mark-to-market for economic hedges	5		(24)		(19)
Less: Lease revenue	(274)		(780)		(1,054)
Total revenue from contracts with customers	$	171	$	256	$	427

(a) See Note 15, Leases, for the amounts of energy and capacity revenues that relate to leases and are accounted for under ASC 842.

101

Contract Amortization

Assets and liabilities recognized from power sales agreements assumed through acquisitions relating to the sale of electric capacity and energy in future periods arising from differences in contract and market prices are amortized to revenue over the term of each underlying contract based on actual generation and/or contracted volumes or on a straight-line basis, where applicable.

Contract Balances

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


(In millions)	December 31, 2025		December 31, 2024
Accounts receivable, net - Contracts with customers	$	76	$	75
Accounts receivable, net - Leases	86		89
Total accounts receivable, net	$	162	$	164

Derivative Financial Instruments

The Company accounts for derivative financial instruments under ASC 815, Derivatives and Hedging, or ASC 815, which requires the Company to record all derivatives on the balance sheet at fair value unless they qualify for a NPNS exception. Changes in the fair value of non-hedge derivatives are immediately recognized in earnings. Changes in the fair value of derivatives accounted for as hedges, if elected for hedge accounting, are deferred and recorded as a component of accumulated OCI/OCL until the hedged transactions occur and are recognized in earnings.

The Company’s primary derivative financial instruments are interest rate instruments used to mitigate variability in earnings due to fluctuations in interest rates and energy-related instruments used to mitigate variability in earnings due to fluctuations in power market prices or natural gas market prices. Certain derivative contracts contain provisions providing the counterparties a lien on specific assets as collateral. On an ongoing basis, the Company qualitatively assesses the effectiveness of its derivatives that are designated as hedges for accounting purposes in order to determine that each derivative continues to be highly effective in offsetting changes in cash flows of hedged items. If necessary, the Company will perform an analysis to measure the statistical correlation between the derivative and the associated hedged item to determine the effectiveness of such a contract designated as a hedge. The Company will discontinue hedge accounting if it is determined that the hedge is no longer effective. In this case, the gain or loss previously deferred in accumulated OCI/OCL would be frozen until the underlying hedged item is delivered unless the transaction being hedged is no longer probable of occurring in which case the amount in accumulated OCI/OCL would be immediately reclassified into earnings. If the derivative financial instrument is terminated, the effective portion of this derivative deferred in accumulated OCI/OCL will be frozen until the underlying hedged item is delivered.

Revenues and expenses on contracts that qualify for the NPNS exception are recognized when the underlying physical transaction is delivered. While these contracts are considered derivative financial instruments under ASC 815, they are not recorded at fair value, but on an accrual basis of accounting. If it is determined that a transaction designated as NPNS no longer meets the scope exception, the fair value of the related contract is recorded on the balance sheet and immediately recognized through earnings.

Cash flows from derivative financial instruments, including derivatives designated as cash flow hedges and derivatives not designated as cash flow hedges, are classified as operating activities in the consolidated statements of cash flows.

Concentrations of Credit Risk

Financial instruments which potentially subject the Company to concentrations of credit risk consist primarily of accounts receivable — trade and derivative financial instruments, which are concentrated within entities engaged in the energy and financial industries. These industry concentrations may impact the overall exposure to credit risk, either positively or negatively, in that the customers may be similarly affected by changes in economic, industry or other conditions. In addition, many of the Company’s facilities have only one customer. See Note 6, Fair Value of Financial Instruments, for a further discussion of derivative concentrations and Note 12, Segment Reporting, for concentration of counterparties.

Fair Value of Financial Instruments

The carrying amount of 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 approximate fair value because of the short-term maturity of these instruments. See Note 6, Fair Value of Financial Instruments, for a further discussion of fair value of financial instruments.

102

Asset Retirement Obligations

Asset retirement obligations, or AROs, are accounted for in accordance with ASC 410-20, Asset Retirement Obligations, or ASC 410-20. Retirement obligations associated with long-lived assets included within the scope of ASC 410-20 are those for which a legal obligation exists under enacted laws, statutes, and written or oral contracts, including obligations arising under the doctrine of promissory estoppel, and for which the timing and/or method of settlement may be conditional on a future event. ASC 410-20 requires an entity to recognize the fair value of a liability for an ARO in the period in which it is incurred and a reasonable estimate of fair value can be made.

Upon initial recognition of a liability for an ARO, other than when an ARO is assumed in an acquisition of the related long-lived asset, the asset retirement cost is capitalized by increasing the carrying amount of the related long-lived asset by the same amount. Over time, the liability is accreted to its future value, while the capitalized cost is depreciated over the useful life of the related asset. The Company’s AROs are primarily related to the future dismantlement of equipment on leased property and environmental obligations related to site closures and fuel storage facilities. The Company records AROs as part of other non-current liabilities on its consolidated balance sheet.

The following table represents the balance of AROs, along with the related activity:


(In millions)
Balance as of December 31, 2023	$	239
Revisions in estimated cash flows	(1)
Liabilities incurred	14
Liabilities settled	(2)
Accretion expense	16
Balance as of December 31, 2024	266
Revisions in estimated cash flows	7
Liabilities incurred	38
Liabilities settled	(5)
Accretion expense	18
Balance as of December 31, 2025	$	324

Guarantees

The Company enters into various contracts that include indemnification and guarantee provisions as a routine part of its business activities. Examples of these contracts include operation and maintenance agreements, service agreements, commercial sales arrangements and other types of contractual agreements with vendors and other third parties as well as affiliates. These contracts generally indemnify the counterparty for tax, environmental liability, litigation and other matters as well as breaches of representations, warranties and covenants set forth in these agreements. Because many of the guarantees and indemnities the Company issues to third parties and affiliates do not limit the amount or duration of its obligations to perform under them, there exists a risk that the Company may have obligations in excess of the amounts agreed upon in the contracts mentioned above. For those guarantees and indemnities that do not limit the liability exposure, the Company may not be able to estimate what the liability would be, until a claim is made for payment or performance, due to the contingent nature of these contracts.

Investments Accounted for by the Equity Method

The Company has investments in various energy facilities accounted for by the equity method, several of which are VIEs, where the Company is not a primary beneficiary, as described in Note 5, Investments Accounted for by the Equity Method and Variable Interest Entities. The equity method of accounting is applied to these investments in affiliates because the ownership structure prevents the Company from exercising a controlling influence over the operating and financial policies of the facilities. Under this method, equity in pre-tax income or losses of the investments is reflected as equity in earnings of unconsolidated affiliates. Distributions from equity method investments that represent earnings on the Company’s investment are included within cash flows from operating activities and distributions from equity method investments that represent a return of the Company’s investment are included within cash flows from investing activities.

103

Sale-Leaseback Arrangements

The Company is party to sale-leaseback arrangements that provide for the sale of certain assets to a third-party and simultaneous leaseback to the Company. In accordance with ASC 842-40, Sale-Leaseback Transactions, if the seller-lessee retains, through the leaseback, substantially all of the benefits and risks incident to the ownership of the property sold, the sale-leaseback transaction is accounted for as a financing arrangement. An example of this type of continuing involvement would include an option to repurchase the assets or the buyer-lessor having the option to sell the assets back to the Company. This provision is included in most of the Company’s sale-leaseback arrangements. As such, the Company accounts for these arrangements as financings.

Under the financing method, the Company does not recognize as income any of the sale proceeds received from the lessor that contractually constitutes payment to acquire the assets subject to these arrangements. Instead, the sale proceeds received are accounted for as financing obligations and leaseback payments made by the Company are allocated between interest expense and a reduction to the financing obligation. Interest on the financing obligation is calculated using the Company’s incremental borrowing rate at the inception of the arrangement on the outstanding financing obligation. Judgment is required to determine the appropriate borrowing rate for the arrangement and in determining any gain or loss on the transaction that would be recorded either at the end of or over the lease term.

Asset Acquisitions

The Company accounts for its acquisitions in accordance with ASC 805, Business Combinations, or ASC 805. For third-party acquisitions, ASC 805 requires an acquirer to recognize and measure in its financial statements the identifiable assets acquired, the liabilities assumed and any noncontrolling interest in the acquiree at fair value at the acquisition date. No goodwill is recognized, and excess purchase price or negative goodwill are allocated to the acquired assets on a relative fair value basis. For acquisitions that relate to entities under common control, the difference between the cash paid and historical value of the entities’ equity is recorded as a distribution/contribution from/to CEG with the offset to contributed capital.

Tax Equity Arrangements

Certain portions of the Company’s redeemable noncontrolling interest in subsidiaries and noncontrolling interest represent third-party interests in the net assets under tax equity arrangements, which are consolidated by the Company, that have been entered into to finance the cost of facilities eligible for certain tax credits and benefits. The Company has determined that the provisions in the contractual agreements of these redeemable noncontrolling interests and noncontrolling interests represent substantive profit sharing arrangements. Further, the Company has determined that the appropriate methodology for calculating the redeemable noncontrolling interest and noncontrolling interest that reflects the substantive profit sharing arrangements is a balance sheet approach utilizing the hypothetical liquidation at book value, or HLBV, method. Under the HLBV method, the amounts reported as redeemable noncontrolling interest and noncontrolling interest represent the amounts the investors to the tax equity arrangements would hypothetically receive at each balance sheet date under the liquidation provisions of the contractual agreements, assuming the net assets of the funding structures were liquidated at their recorded amounts determined in accordance with GAAP. The investors’ interests in the results of operations of the funding structures are determined as the difference in redeemable noncontrolling interest and noncontrolling interest at the start and end of each reporting period, after taking into account any capital transactions between the structures and the funds’ investors. The calculations utilized to apply the HLBV method include estimated calculations of taxable income or losses for each reporting period. In addition, in certain circumstances, the Company and its partners in the tax equity arrangements agree that certain tax benefits are to be utilized outside of the tax equity arrangements, which may result in differences in the amount an investor would hypothetically receive at the initial balance sheet date calculated strictly in accordance with related contractual agreements. These differences are recognized in the consolidated statements of operations using a systematic and rational method over the period during which the investor is expected to achieve its target return.

104

Redeemable Noncontrolling Interest

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. In 2025, the Company entered into new tax equity arrangements that provide third parties with the right to redeem their interests in the partnerships for cash or other assets at a point in time, as further described in Note 5, Investments Accounted for by the Equity Method and Variable Interest Entities. The following table reflects the changes in the Company’s redeemable noncontrolling interest balance:


	(In millions)
Balance at December 31, 2023	$	1
Cash distributions to redeemable noncontrolling interests	(2)
Comprehensive income attributable to redeemable noncontrolling interests	13
Repurchase of redeemable noncontrolling interest	(12)
Balance at December 31, 2024	—
Cash contributions to redeemable noncontrolling interests, net of distributions	335
Non-cash distributions to redeemable noncontrolling interests	(12)
Comprehensive loss attributable to redeemable noncontrolling interests	(220)
Balance at December 31, 2025	$	103

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.

In recording transactions and balances resulting from business operations, the Company uses estimates based on the best information available. Estimates are used for such items as plant depreciable lives, uncollectible accounts, AROs, acquisition accounting, fair value of financial instruments and legal costs incurred in connection with recorded loss contingencies, among others. In addition, estimates are used to test long-lived assets for impairment and to determine the fair value of impaired assets. As better information becomes available or actual amounts are determinable, the recorded estimates are revised. Consequently, operating results can be affected by revisions to prior accounting estimates.

Recent Accounting Standards Not Yet Adopted

In December 2025, the FASB issued ASU No 2025-10, Government Grants - (Topic 832): Accounting for Government Grants Received by Business Entities. The amendment establishes the accounting guidance for governmental grants received by a business entity. This guidance is effective for annual reporting periods beginning after December 15, 2028 and interim reporting periods within the annual reporting period. The amendment may be applied on a modified prospective approach, a modified retrospective approach or retrospectively. Early adoption is permitted in both interim and annual reporting periods. As of December 31, 2025, the Company has not elected to early adopt the standard and is evaluating the effect of the new guidance on its consolidated financial statements.

In September 2025, the FASB issued ASU No. 2025-06, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software. The amendment clarifies when software costs should be capitalized and requires certain disclosures for all capitalized internal-use software costs. This guidance may be applied prospectively, retrospectively or on a modified retrospective basis and is effective for annual reporting periods in fiscal years beginning after December 15, 2027. The Company intends to early adopt ASU 2025-06 prospectively, effective January 1, 2026. The adoption is not expected to have an impact on the Company’s financial statements.

105

In September 2025, the FASB issued ASU No. 2025-07, Derivatives and Hedging (Topic 815) and Revenue from Contracts with Customers (Topic 606): Derivatives Scope Refinements and Scope Clarification for Share-Based Noncash Consideration from a Customer in a Revenue Contract. The amendment expands the derivative scope exceptions and clarifies when an entity should apply the guidance in ASC 606, Revenue from Contracts with Customers, to contracts with share-based noncash consideration from a customer for the transfer of goods or services. This guidance may be applied either prospectively or on a modified retrospective basis and is effective for annual reporting periods in fiscal years beginning after December 15, 2026. The Company intends to early adopt ASU 2025-07 prospectively, effective January 1, 2026. The adoption is not expected to have an impact on the Company’s financial statements.

In November 2024, the FASB issued ASU No 2024-03, Income Statement - Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40). The amendment requires certain expenses presented on the face of the income statement to be disaggregated in the notes to the financial statements. This guidance is effective for annual reporting periods beginning after December 15, 2026 and interim periods within annual reporting periods beginning after December 15, 2027. The amendments may be applied either prospectively to financial statements issued for reporting periods after the effective date of this ASU or retrospectively to all prior periods presented in the financial statements. As of December 31, 2025, the Company has not elected to early adopt the standard and is evaluating the effect of the new guidance on its consolidated financial statements.

Note 3 — Acquisitions and Dispositions

Acquisitions

As further described in Note 2, Summary of Significant Accounting Policies, the Company records the assets acquired and liabilities assumed at acquisition-date fair value, except in the case of acquisitions under common control by CEG, for which assets acquired and liabilities assumed are recorded at historical cost on the acquisition date, which, in certain circumstances, represent the acquired cost.

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 assets for power purchase agreements related to the Company’s third-party acquisitions of Tuolumne and Catalina were determined utilizing a variation of the income approach determined by discounting the replacement market price of the 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.

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 Pine Forest, a 300 MW solar facility that is paired with a 200 MW BESS facility located 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. Also on June 10, 2025, Clearway, Inc., 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. On December 17, 2025, when the facility reached substantial completion, the Company paid $50 million to Clearway Renew as additional purchase price for its Class A membership interests in Pine Forest TargetCo and Clearway, Inc., through Pine Forest TE Class A, contributed an additional $38 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 contributed an additional $144 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 5, Investments Accounted for by the Equity Method and Variable Interest Entities.

106

Pine Forest has PPAs for the solar facility with investment-grade counterparties and a 20-year weighted average contract duration that commenced in December 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 contributed capital. The $50 million additional purchase price was also recorded as an adjustment to contributed capital. In addition, the Company reflected the entire $18 million of the Company’s initial purchase price and $50 million of the Company’s additional purchase price, which were 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 members’ equity. The Company’s total capital investment in Pine Forest TargetCo was $68 million.

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 10, Long-term Debt, for further discussion of the long-term debt assumed in the acquisition.

Honeycomb Portfolio Drop Down — On October 15, 2025, the Company, through its indirect subsidiary, Honeycomb 1 Holdco LLC, acquired Honeycomb TargetCo, the indirect owner of the Honeycomb Portfolio, which includes four BESS facilities under construction in Beaver County and Iron County, Utah representing 320 MW of capacity, from Clearway Renew for initial cash consideration of $16 million. At substantial completion, which is expected to occur in the first half of 2026, the Company estimates it will pay an additional $62 million to Clearway Renew. Honeycomb TargetCo consolidates as primary beneficiary, Honeycomb TE HoldCo LLC, a tax equity fund that owns the Honeycomb Portfolio BESS facilities, as further described in Note 5, Investments Accounted for by the Equity Method and Variable Interest Entities. The Honeycomb Portfolio has 20-year PPAs with an investment-grade utility that will commence when the underlying operating assets reach commercial operations, which is expected to occur in the first half of 2026. The Honeycomb Portfolio 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 the Honeycomb Portfolio 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 Company’s initial cash consideration of $16 million and the historical cost of the Company’s net liabilities assumed of $2 million was recorded as an adjustment to contributed capital. The Company estimates that its total capital investment in Honeycomb TargetCo will be $78 million, excluding the impact of any closing adjustments noted in the purchase agreement.

107

The following is a summary of assets and liabilities transferred in connection with the acquisition as of October 15, 2025:


(In millions)	Honeycomb Portfolio
Cash	$	1
Property, plant and equipment (a)	480
Right-of-use assets, net	3
Derivative assets	4
Other current and non-current assets	7

Total assets acquired	495

Long-term debt (b)	443
Long-term lease liabilities	3
Derivative liabilities	7
Other current and non-current liabilities	47
Total liabilities assumed	500
Other comprehensive loss	(3)
Net liabilities assumed	$	(2)

(a) Includes Construction in progress of $473 million.

(b) Includes a $218 million construction loan and a $234 million tax equity bridge loan, offset by $9 million in unamortized debt issuance costs. See Note 10, 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, the indirect owner of Daggett 1, a 114 MW BESS facility located in San Bernardino County, California, from Clearway Renew for initial cash consideration of $11 million. On September 19, 2025, when the facility reached substantial completion, the Company paid $42 million to Clearway Renew as additional purchase price. 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 5, 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 commenced in September 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 contributed capital. The $42 million additional purchase price was also recorded as an adjustment to contributed capital. 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 members’ equity. The Company also reflected the entire $42 million of the Company’s additional purchase price, which was contributed back to the Company by CEG to pay down long-term debt, in the line item contributions from CEG, net of distributions, in the consolidated statements of members’ equity.

On October 15, 2025, the Company paid $4 million to Clearway Renew as a final purchase price adjustment, which was recorded as an adjustment to contributed capital. The Company’s total capital investment in Daggett 1 Class B was $57 million.

108

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 10, Long-term Debt, for further discussion of the long-term debt assumed in the acquisition.

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 Luna Valley, a 200 MW solar facility located in Fresno County, California, from Clearway Renew for initial cash consideration of $18 million. On September 4, 2025, when the facility reached substantial completion, the Company paid $72 million to Clearway Renew as additional purchase price. 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 5, 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 commenced in August 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 contributed capital. The $72 million additional purchase price was also recorded as an adjustment to contributed capital. In addition, the Company reflected the entire $18 million of the Company’s initial purchase price and $72 million of the Company’s additional purchase price, which were 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 members’ equity.

On October 15, 2025, the Company paid $29 million to Clearway Renew as a final purchase price adjustment, which was recorded as an adjustment to contributed capital. The Company’s total capital investment in Luna Valley Class B was $119 million.

109

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 (b)	16
Other current and non-current assets	22

Total assets acquired	392

Long-term debt (c)	348
Long-term lease liabilities (b)	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) Balances primarily relate to a land lease agreement with a wholly-owned subsidiary of CEG, which expires on September 23, 2058.

(c) 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 10, 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, a partnership and the indirect owner of Rosamond South I, a 140 MW solar facility that is paired with a 117 MW BESS facility located 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. On August 13, 2025, when the facility reached substantial completion, the Company paid $29 million to Clearway Renew as additional purchase price and the third-party cash equity investor contributed 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 5, 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 commenced in August 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 contributed capital. The $29 million additional purchase price was also recorded as an adjustment to contributed capital. In addition, the Company reflected the entire $4 million of the Company’s initial purchase price and $29 million of the Company’s additional purchase price, which were 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 members’ equity. The Company’s total capital investment in Rosie South TargetCo was $33 million.

110

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 10, Long-term Debt, for further discussion of the long-term debt assumed in the acquisition.

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, which excludes $1 million in transaction expenses incurred in connection with the acquisition. Catalina reached commercial operations in 2013 and has a PPA with an investment-grade utility through 2038. Catalina is reflected in the Renewables & Storage segment and the acquisition was funded with existing sources of liquidity. After factoring in cash reserves acquired and transaction expenses, the Company’s net capital investment in Catalina was $128 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)	Catalina
Cash	$	15
Intangible asset for power purchase agreement	175
Right-of-use assets	107
Other current and non-current assets	6

Total assets acquired	303

Long-term lease liabilities	173
Other current and non-current liabilities	2
Total liabilities assumed	175
Net assets acquired	$	128

111

Dan’s Mountain Drop Down — On November 18, 2024, the Company, through its indirect subsidiary, Dan’s Mountain Parent Holdco LLC, acquired the Class A membership interests in Dan’s Mountain TargetCo, a partnership and the indirect owner of Dan’s Mountain, a 55 MW wind facility located in Allegany County, Maryland, from Clearway Renew for initial cash consideration of $7 million. On May 21, 2025, when the facility reached substantial completion, the Company paid $36 million to Clearway Renew as additional purchase price. 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. Dan’s Mountain TargetCo consolidates as primary beneficiary, Dan’s Mountain Tax Credit Holdco LLC, a tax equity fund that owns the Dan’s Mountain wind facility. Dan’s Mountain has a 12-year PPA with an investment-grade utility that commenced in May 2025. Dan’s Mountain 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 Dan’s Mountain 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 Company’s initial cash consideration of $7 million and the historical cost of the Company’s net liabilities assumed of $2 million, less Clearway Renew’s investment of $1 million in Dan’s Mountain TargetCo, was recorded as an adjustment to contributed capital. The $36 million additional purchase price was also recorded as an adjustment to contributed capital. In addition, the Company reflected the entire $7 million 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 members’ equity. The Company also reflected the entire $36 million of the Company’s additional 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 members’ equity. The Company’s total capital investment in Dan’s Mountain TargetCo was $43 million.

The following is a summary of assets and liabilities transferred in connection with the acquisition as of November 18, 2024:


(In millions)	Dan’s Mountain

Property, plant and equipment (a)	$	152
Right-of-use assets	3



Total assets acquired	155

Long-term debt (b)	125
Long-term lease liabilities	3
Other current and non-current liabilities	29
Total liabilities assumed	157
Net liabilities assumed	$	(2)

(a) Includes Construction in progress of $150 million.

(b) Includes a $77 million cash equity bridge loan and a $49 million tax equity bridge loan, offset by $1 million in unamortized debt issuance costs. See Note 10, 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. 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 10, 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:

112


(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

Rosamond Central BESS Drop Down — On December 1, 2023, the Rosamond Central solar facility acquired a 147 MW co-located BESS facility from Clearway Renew for initial cash consideration of $70 million, $16 million of which was funded by the Company, with the remaining $54 million funded through contributions from the third-party cash equity investor in Rosie TargetCo LLC and the tax equity investor in Rosie TE HoldCo LLC. On June 13, 2024, when the Rosamond Central BESS facility reached substantial completion, the Company paid $279 million to Clearway Renew as additional purchase price to complete its acquisition of the facility. The additional purchase price consisted of $64 million funded by the Company and $215 million funded through contributions from the third-party cash equity and tax equity investors. In order to facilitate and fund the construction of the BESS facility, Rosie Class B LLC, the indirect owner of the Rosamond Central solar facility, utilizing the proceeds from borrowings received under the refinanced debt facility, issued a loan to Clearway Renew, as further described in Note 10, Long-term Debt, and also made equity contributions to Rosie BESS Devco LLC, or Rosie Central BESS, which were accounted for as investments under the equity method of accounting, as further described in Note 5, Investments Accounted for by the Equity Method and Variable Interest Entities. The BESS facility has a 15-year PPA for capacity with an investment-grade utility that commenced in July 2024. The Rosamond Central BESS operations are reflected in the Company’s Renewables & Storage segment and the Company’s portion of the purchase price was funded with existing sources of liquidity. The acquisition was determined to be an asset acquisition and the Company consolidates the Rosamond Central BESS net assets 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 historical cost of the Company’s net assets acquired of $266 million and the Company’s initial cash consideration of $70 million was recorded as an adjustment to contributed capital. The $279 million additional purchase price was also recorded as an adjustment to contributed capital.

The following is a summary of assets and liabilities transferred in connection with the acquisition as of December 1, 2023:


(In millions)	Rosamond Central BESS
Property, plant and equipment (a)	$	275

Total assets acquired	275

Other current and non-current liabilities	9
Total liabilities assumed	9
Net assets acquired	$	266

(a) Includes Construction in progress of $272 million.

113

Victory Pass and Arica Drop Down — On October 31, 2023, the Company, through its indirect subsidiary, VP-Arica Parent Holdco LLC, acquired the Class A membership interests in VP-Arica TargetCo LLC, a partnership and the indirect owner of Victory Pass, a 200 MW solar facility that is paired with a 50 MW BESS facility, and Arica, a 263 MW solar facility that is paired with a 136 MW BESS facility, both located in Riverside, California, from Clearway Renew for initial cash consideration of $46 million. Simultaneously, a third-party cash equity investor acquired the Class B membership interests in VP-Arica TargetCo LLC from Clearway Renew for initial cash consideration of $87 million. On May 1, 2024, when the facilities reached substantial completion, the Company paid $165 million to Clearway Renew as additional purchase price and the third-party cash equity investor contributed an additional $347 million. VP-Arica TargetCo LLC consolidates as primary beneficiary, VP-Arica TE Holdco LLC, a tax equity fund that owns the Victory Pass and Arica solar and BESS facilities. Victory Pass and Arica each have PPAs with investment-grade counterparties that have a 15-year and 14-year weighted average contract duration, respectively, that commenced between March 2024 and April 2024. The Victory Pass and Arica operations are 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 Victory Pass and Arica 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 Company’s initial cash consideration of $46 million and the historical cost of the Company’s net liabilities assumed of $1 million was recorded as an adjustment to contributed capital. The $165 million additional purchase price was also recorded as an adjustment to contributed capital. In addition, the Company reflected the entire $46 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 members’ equity. The Company also reflected the entire $165 million of the Company’s additional purchase price, which was contributed back to the Company by CEG to pay down long-term debt, in the line item contributions to CEG, net of distributions, in the consolidated statements of members’ equity.

The following is a summary of assets and liabilities transferred in connection with the acquisition as of October 31, 2023:


(In millions)	Victory Pass and Arica
Cash	$	1
Property, plant and equipment (a)	937
Right-of-use assets, net	4
Derivative assets	1
Other non-current assets	6

Total assets acquired	949

Long-term debt (b)	864
Long-term lease liabilities	4
Other current and non-current liabilities	82
Total liabilities assumed	950
Net liabilities assumed	$	(1)

(a) Includes Construction in progress of $893 million.

(b) Includes a $483 million cash equity bridge loan and $385 million tax equity bridge loan, offset by $4 million in unamortized debt issuance costs. See Note 10, Long-term Debt, for further discussion of the long-term debt assumed in the acquisition.

114

Cedar Creek Drop Down — On April 16, 2024, the Company, through its indirect subsidiary, Cedar Creek Wind Holdco LLC, acquired Cedar Creek Holdco LLC, the indirect owner of Cedar Creek, a 160 MW wind facility that is located in Bingham County, Idaho, from Clearway Renew for cash consideration of $117 million. Cedar Creek Holdco LLC consolidates as primary beneficiary, Cedar Creek TE Holdco LLC, a tax equity fund that owns the Cedar Creek wind facility. Cedar Creek has a 25-year PPA with an investment-grade utility that commenced in March 2024. The Cedar Creek operations are 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 Cedar Creek 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 Company’s cash paid of $117 million and the historical cost of the Company’s net assets acquired of $17 million was recorded as an adjustment to contributed capital. In addition, the Company reflected the entire $117 million 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 members’ equity.

The following is a summary of assets and liabilities transferred in connection with the acquisition as of April 16, 2024:


(In millions)	Cedar Creek
Restricted cash	$	1
Property, plant and equipment	311
Right-of-use assets, net	6
Derivative assets	14
Other current and non-current assets	14

Total assets acquired	346

Long-term debt (a)	309
Long-term lease liabilities	7
Other current and non-current liabilities	13
Total liabilities assumed	329
Net assets acquired	$	17

(a) Includes a $112 million construction loan, a $91 million cash equity bridge loan, and a $109 million tax equity bridge loan, offset by $3 million in unamortized debt issuance costs. See Note 10, Long-term Debt, for further discussion of the long-term debt assumed in the acquisition.

Texas Solar Nova 2 Drop Down — On March 15, 2024, the Company, through its indirect subsidiary, TSN1 TE Holdco LLC, acquired Texas Solar Nova 2, a 200 MW solar facility that is located in Kent County, Texas, from Clearway Renew for cash consideration of $112 million, of which $17 million was funded by the Company, with the remaining $95 million funded through a contribution from the third-party cash equity investor in Lighthouse Renewable Holdco 2 LLC, a partnership. Lighthouse Renewable Holdco 2 LLC indirectly consolidates as primary beneficiary, TSN1 TE Holdco LLC, a tax equity fund that owns Texas Solar Nova 1 and Texas Solar Nova 2. Texas Solar Nova 2 has an 18-year PPA with an investment-grade counterparty that commenced in February 2024. The Texas Solar Nova 2 operations are reflected in the Company’s Renewables & Storage segment and the Company’s portion of the purchase price was funded with existing sources of liquidity. The acquisition was determined to be an asset acquisition and the Company consolidates Texas Solar Nova 2 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 Company’s cash paid of $112 million and the historical cost of the Company’s net assets acquired of $72 million was recorded as an adjustment to contributed capital. In addition, the Company reflected $9 million of the Company’s 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 members’ equity.

115

The following is a summary of assets and liabilities transferred in connection with the acquisition as of March 15, 2024:


(In millions)	Texas Solar Nova 2
Restricted cash	$	1
Property, plant and equipment	280
Right-of-use assets, net	21
Derivative assets	6
Other current and non-current assets	4

Total assets acquired	312

Long-term debt (a)	194
Long-term lease liabilities	19
Other current and non-current liabilities	27
Total liabilities assumed	240
Net assets acquired	$	72

(a) Includes an $80 million term loan and a $115 million tax equity bridge loan, offset by $1 million in unamortized debt issuance costs. See Note 10, Long-term Debt, for further discussion of the long-term debt assumed in the acquisition.

Dispositions

Mt. Storm Sale to Clearway Renew — On October 2, 2025, the Company, through its indirect subsidiary, WV Wind Holdco LLC, sold 100% of its membership interests in Mount Storm Wind LLC, which owns Mt. Storm, a 264 MW wind facility located in Grant County, West Virginia, to Clearway Renew for $152 million in cash consideration in order for Clearway Renew to repower the facility. The repowering of the facility is expected to increase the facility’s capacity to 335 MW. Mechanical completion of the first phase of the 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. Also on October 2, 2025, the Company, through its indirect subsidiary, WV Wind Holdco LLC, entered into an agreement with Clearway Renew to acquire 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, for $336 million in cash consideration. The consummation of the transaction is subject to customary closing conditions and certain third-party approvals and is expected to occur in the second half of 2026. Upon achieving repowering commercial operations, which is expected to occur in the second half of 2026, the facility will sell power to Microsoft under a 20-year PPA. The membership interests sold by the Company relate to interests under common control, and thus, the sale was accounted for as a transfer of assets under common control, with the difference between the cash received of $152 million and the net assets transferred of $51 million recorded as an adjustment to contributed capital.

The following is a summary of assets and liabilities transferred in connection with the disposition as of October 2, 2025:


(In millions)	Mt. Storm
Property, plant and equipment	$	54


Other current and non-current assets	6

Total assets transferred	60


Other current and non-current liabilities	9
Total liabilities transferred	9
Net assets transferred	$	51

116

Note 4 — Property, Plant and Equipment

The Company’s major classes of property, plant, and equipment were as follows:


	December 31, 2025		December 31, 2024		Depreciable Lives
	(In millions)
Facilities and equipment	$	15,095	$	13,302	3 - 40 Years
Land and improvements	644		537
Construction in progress (a) (b)	530		191
Total property, plant and equipment	16,269		14,030
Accumulated depreciation	(4,673)		(4,086)
Net property, plant and equipment	$	11,596	$	9,944

(a) As of December 31, 2025 and 2024, construction in progress included $24 million and $23 million, respectively, of capital expenditures that relate to prepaid long-term service agreements for facilities in the Flexible Generation segment.

(b) As of December 31, 2025 and 2024, construction in progress included $12 million and $9 million, respectively, of accrued non-cash capital expenditures.

Depreciation expense related to property, plant and equipment during the years ended December 31, 2025, 2024 and 2023 was $662 million, $610 million and $514 million, respectively. The Company accelerated depreciation of both the Mt. Storm and Goat Mountain wind facilities related to the repowering of the facilities, which resulted in additional depreciation expense in the amount of $22 million for the year ended December 31, 2025.

The Company recorded long-lived asset impairments during the year ended December 31, 2023, as further described in Note 9, Asset Impairments.

Note 5 — Investments Accounted for by the Equity Method and Variable Interest Entities

Equity Method Investments

The following table reflects the Company’s equity investments in unconsolidated affiliates as of December 31, 2025:


Name	Economic Interest	Investment Balance (a)
		(In millions)
Avenal	50%	$	12
Desert Sunlight	25%	212
Elkhorn Ridge	66.7%	(3)
GenConn (b)	50%	72
San Juan Mesa	75%	(2)
		$	291

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

(b) GenConn is a VIE.

As of December 31, 2025 and 2024, the Company had $25 million and $20 million, respectively, of undistributed earnings from its equity method investments.

The Company acquired its interest in Desert Sunlight on June 30, 2015, for $285 million, which resulted in a $181 million difference between the purchase price and the basis of the acquired assets and liabilities. The difference is attributable to the fair value of the property, plant and equipment and PPAs. The Company is amortizing the related basis differences to equity in earnings of unconsolidated subsidiaries over the related useful life of the underlying assets acquired. As of December 31, 2025, the carrying value of the basis difference is $109 million.

The Company’s pro-rata share of non-recourse debt held by unconsolidated affiliates was $259 million as of December 31, 2025.

117

Rosie Central BESS — On June 13, 2024, when the Rosamond Central BESS facility reached substantial completion, Clearway Renew redeemed Rosie Class B LLC’s entire investment of $28 million in Rosie Central BESS utilizing the additional purchase price paid by the Company, as further described in Note 3, Acquisitions and Dispositions. Rosie Class B LLC’s equity investment in Rosie Central BESS was comprised of contributions from the Company and the third-party cash equity investor in Rosie TargetCo LLC during the year ended December 31, 2023. The Company previously accounted for its investment in Rosie Central BESS as an equity method investment.

The following tables present summarized financial information for the Company’s equity method investments:


	Year Ended December 31,
	2025		2024		2023
Income Statement Data:	(In millions)




Desert Sunlight
Operating revenues	$	205	$	206	$	202
Operating income	149		146		144
Net income	118		113		108












Other (a)
Operating revenues	96		95		94
Operating income	31		25		23
Net income	22		16		13
			As of December 31,
			2025		2024
Balance Sheet Data:			(In millions)





Desert Sunlight
Current assets			$	77	$	81
Non-current assets			1,025		1,086
Current liabilities			66		63
Non-current liabilities			653		726

















Other (a)
Current assets			72		63
Non-current assets			358		391
Current liabilities			33		27
Non-current liabilities			208		225

(a) Includes Avenal, Elkhorn Ridge, GenConn and San Juan Mesa.

Variable Interest Entities, or VIEs

Entities that are Consolidated

The Company has a controlling financial interest in certain entities which have been identified as VIEs under ASC 810, Consolidations. 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.

118

The following is a summary of significant activity during 2025 related to the Company’s consolidated VIEs:

Honeycomb TE HoldCo LLC — As described in Note 3, Acquisitions and Dispositions, on October 15, 2025, Honeycomb 1 Holdco LLC, an indirect subsidiary of the Company, acquired Honeycomb TargetCo. Honeycomb TargetCo consolidates as primary beneficiary, and through its ownership of the Class B membership interests, Honeycomb TE HoldCo LLC, a tax equity fund that owns the Honeycomb Portfolio BESS facilities. The Class A membership interests in Honeycomb TE HoldCo LLC are held by a tax equity investor and are reflected as redeemable noncontrolling interest on the Company’s consolidated balance sheet, as the tax equity arrangement provides the tax equity investor with the right to redeem their interests in the partnership for cash or other assets at a point in time.

DGPV Funds — On August 11, 2025, Puma Class B LLC, an indirect subsidiary of the Company, acquired 100% of the Class A membership interests in Golden Puma Fund LLC, a tax equity fund that owns several distributed solar facilities, from the tax equity investor for $3 million. Prior to the acquisition, the Company consolidated Golden Puma Fund LLC through its ownership of the Class B membership interests and role as managing member, and the Class A membership interests were reflected as noncontrolling interest on the Company’s consolidated balance sheet. The difference between the historical cost of the Company’s noncontrolling interest and the cash paid to acquire the Class A membership interests was less than $1 million.

Pine Forest TargetCo — As described in Note 3, Acquisitions and Dispositions, 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 contributed 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 Clearway, Inc., and are reflected as noncontrolling interest on the Company’s consolidated balance sheet.

Luna Valley TE Holdco LLC — As described in Note 3, Acquisitions and Dispositions, 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, as the tax equity arrangement provides the tax equity investor with the right to redeem their interests in the partnership for cash or other assets at a point in time.

Daggett 1 TE Holdco LLC — As described in Note 3, Acquisitions and Dispositions, 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, as the tax equity arrangement provides the tax equity investor with the right to redeem their interests in the partnership for cash or other assets at a point in time.

Rosie South TargetCo — As described in Note 3, Acquisitions and Dispositions, 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 contributed 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.

119

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)	December 31, 2025		December 31, 2024
Other current and non-current assets	$	1,031	$	755
Property, plant and equipment	7,894		5,985
Total assets	$	8,925	$	6,740
Total liabilities	$	2,594	$	1,858

Note 6 — 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 amounts and estimated fair values of the Company’s recorded financial instruments not carried at fair market value or that do not approximate fair value are as follows:


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


Liabilities:
Long-term debt, including current portion — affiliate	$	6	$	6	$	—	$	—
Long-term debt, including current portion — external (a)	8,676		8,382		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 December 31, 2025				As of December 31, 2024
	Level 2		Level 3		Level 2		Level 3
	(In millions)
Long-term debt, including current portion	$	2,038	$	6,350	$	1,922	$	4,793

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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 December 31, 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)	$	1	$	13	$	—	$	9
Interest rate contracts	142		—		166		—
Other financial instruments (d)	—		7		—		10
Total assets	$	143	$	20	$	166	$	19
Derivative liabilities
Energy-related commodity contracts (e)	$	—	$	333	$	—	$	371
Interest rate contracts	27		—		—		—
Total liabilities	$	27	$	333	$	—	$	371

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

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

(c) Includes short-term backbone transportation service contracts classified as Level 2 and heat rate call option contracts classified as Level 3.

(d) Includes SREC contract.

(e) Includes long-term power commodity contracts and heat rate call option contracts classified as Level 3. As of December 31, 2025 and 2024, $330 million and $366 million, respectively, related to long-term power commodity contracts, and $3 million and $5 million, respectively, related to heat rate call option contracts.

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:


	Year ended December 31,
		2025		2024
(In millions)	Fair Value Measurement Using Significant Unobservable Inputs (Level 3)
Beginning balance		$	(352)	$	(317)
Settlements		83		(2)


Total losses for the period included in earnings		(44)		(33)
Ending balance		$	(313)	$	(352)
Change in unrealized losses included in earnings for derivatives and other financial instruments held as of December 31,		$	(44)	$	(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 December 31, 2025, contracts valued with prices provided by models and other valuation techniques make up 8% of derivative assets, 93% 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.

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


	December 31, 2025
	Fair Value						Input/Range
	Assets		Liabilities		Valuation Technique	Significant Unobservable Input	Low		High		Weighted Average
	(In millions)
Long-term Power Commodity Contracts	$	—	$	330	Discounted Cash Flow	Forward Market Price ($ per MWh)	$	34.04	$	89.73	$	56.51
Heat Rate Call Option Commodity Contracts	13		3		Option Model	Forward Market Price ($ per MWh)	$	(29.26)	$	260.77	$	42.23
					Option Model	Forward Market Price ($ per MMBtu)	$	0.92	$	10.15	$	3.02
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


	December 31, 2024
	Fair Value						Input/Range
	Assets		Liabilities		Valuation Technique	Significant Unobservable Input	Low		High		Weighted Average
	(In millions)
Long-term Power Commodity Contracts	$	—	$	366	Discounted Cash Flow	Forward Market Price ($ per MWh)	$	21.60	$	80.82	$	45.44
Heat Rate Call Option Commodity Contracts	9		5		Option Model	Forward Market Price ($ per MWh)	$	(19.30)	$	1,011.79	$	45.87
					Option Model	Forward Market Price $ (per MMBtu)	$	0.85	$	10.55	$	3.25
Other Financial Instruments	10		—		Discounted Cash Flow	Forecast annual generation levels of certain DG solar facilities	59,425 MWh		118,850 MWh		111,091 MWh

The following table provides the impact on the fair value measurements to increases/(decreases) in significant unobservable inputs as of December 31, 2025 and 2024:

Type

Significant Observable 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)

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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 December 31, 2025, the non-performance reserve was a $16 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 in Note 2, Summary of Significant Accounting Policies, 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 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 7 — Accounting for Derivative Instruments and Hedging Activities

ASC 815 requires the Company to recognize all derivative instruments on the balance sheet as either assets or liabilities and to measure them at fair value each reporting period unless they qualify for a NPNS exception. The Company may elect to designate certain derivatives as cash flow hedges, if certain conditions are met, and defer the change in fair value of the derivatives to accumulated OCI/OCL, until the hedged transactions occur and are recognized in earnings. For derivatives that are not designated as cash flow hedges or do not qualify for hedge accounting treatment, the changes in the fair value will be immediately recognized in earnings. Certain derivative instruments may qualify for the NPNS exception and are therefore exempt from fair value accounting treatment. ASC 815 applies to the Company’s energy-related commodity contracts and interest rate swaps.

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 December 31, 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 December 31, 2025, the Company had energy-related derivative instruments extending through 2033. At December 31, 2025, these contracts were not designated as cash flow or fair value hedges.

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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
		December 31, 2025		December 31, 2024
Commodity	Units	(In millions)
Power	MWh	(29)		(25)
Natural Gas	MMBtu	5		11
Interest	Dollars	$	4,080	$	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
	December 31, 2025		December 31, 2024		December 31, 2025		December 31, 2024
	(In millions)
Derivatives Designated as Cash Flow Hedges:
Interest rate contracts current	$	2	$	5	$	6	$	—
Interest rate contracts long-term	29		22		21		—
Total Derivatives Designated as Cash Flow Hedges	$	31	$	27	$	27	$	—
Derivatives Not Designated as Cash Flow Hedges:
Interest rate contracts current	$	17	$	30	$	—	$	—
Interest rate contracts long-term	94		109		—		—
Energy-related commodity contracts current	10		4		46		56
Energy-related commodity contracts long-term	4		5		287		315
Total Derivatives Not Designated as Cash Flow Hedges	$	125	$	148	$	333	$	371
Total Derivatives	$	156	$	175	$	360	$	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 December 31, 2025 and 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 December 31, 2025	Gross Amounts of Recognized Assets/Liabilities		Derivative Instruments		Net Amount
Energy-related commodity contracts	(In millions)
Derivative assets	$	14	$	—	$	14
Derivative liabilities	(333)		—		(333)
Total energy-related commodity contracts	$	(319)	$	—	$	(319)
Interest rate contracts
Derivative assets	$	142	$	—	$	142
Derivative liabilities	(27)		—		(27)
Total interest rate contracts	$	115	$	—	$	115
Total derivative instruments	$	(204)	$	—	$	(204)

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	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:


	Year ended December 31,
	2025		2024		2023
	(In millions)
Accumulated OCI beginning balance	$	15	$	20	$	27

Rosamond South I Drop Down (a)	(4)		—		—
Daggett 1 Drop Down	(6)		—		—
Luna Valley Drop Down	(8)		—		—
Pine Forest Drop Down	5		—		—
Honeycomb Portfolio Drop Down	(3)		—		—
Reclassified from accumulated OCI to income due to realization of previously deferred amounts	(3)		(1)		(5)
Mark-to-market of cash flow hedge accounting contracts	(2)		(4)		(2)
Accumulated (OCL) OCI ending balance	$	(6)	$	15	$	20
Accumulated OCI attributable to noncontrolling interests	4		8		5
Accumulated (OCL) OCI attributable to Clearway Energy LLC	$	(10)	$	7	$	15
Losses expected to be realized from OCL during the next 12 months	$	(6)

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

Amounts reclassified from accumulated OCI/OCL 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:


	Year ended December 31,
	2025		2024		2023
	(In millions)
Interest Rate Contracts (Interest expense)	$	(31)	$	29	$	(17)
Energy-Related Commodity Contracts (Mark-to-market for economic hedging activities included in Total operating revenues) (a)	(20)		(32)		23
Energy-Related Commodity Contracts (Mark-to-market for economic hedging activities included in Cost of operations) (b)	1		(2)		2

(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 backbone transportation service energy-related commodity contracts at El Segundo and Walnut Creek.

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See Note 6, Fair Value of Financial Instruments, for a discussion regarding concentration of credit risk.

Note 8 — Intangible Assets

Intangible Assets — The Company’s intangible assets as of December 31, 2025 and 2024 primarily reflect intangible assets established from its business acquisitions and are comprised of the following:

•PPAs — Established predominantly with the acquisitions of the Alta Wind Portfolio, Tapestry, Laredo Ridge, Carlsbad Energy Center, Agua Caliente, the Utah Solar Portfolio, the Capistrano Wind Portfolio, Tuolumne and Catalina. These represent the fair value of the PPAs acquired. These are amortized on a straight-line basis, over the term of the PPA.

•Leasehold Rights — Established with the acquisition of the Alta Wind Portfolio, this represents the fair value of contractual rights to receive royalty payments equal to a percentage of PPA revenue from certain facilities. These are amortized as a reduction to operating revenue on a straight-line basis over the term of the PPAs.

•Emission Allowances — These intangibles primarily consist of SO2 and NOx emission allowances established with the El Segundo, Walnut Creek and Carlsbad Energy Center acquisitions. These emission allowances are held-for-use and are amortized to cost of operations, with NOx allowances amortized on a straight-line basis and SO2 allowances amortized based on units of production.

•Other — Consists of a) the acquisition date fair value of the contractual rights to a ground lease for South Trent and to utilize certain interconnection facilities for Blythe as well as land rights acquired in connection with the acquisition of Elbow Creek; b) development rights related to certain solar business acquisitions; c) purchased software for certain solar facilities; d) RECs acquired in connection with the acquisition of the Utah Solar Portfolio; and e) favorable land leases acquired in connection with the acquisition of the Utah Solar Portfolio.

The following tables summarize the components of intangible assets subject to amortization:


Year ended December 31, 2025	PPAs		Leasehold Rights		Emission Allowances		Other		Total
(In millions)
January 1, 2025	$	3,265	$	86	$	17	$	19	$	3,387
Acquisitions (a)	351		—		—		—		351
Other	—		—		—		4		4

December 31, 2025	3,616		86		17		23		3,742
Less accumulated amortization	(1,322)		(46)		(6)		(8)		(1,382)
Net carrying amount	$	2,294	$	40	$	11	$	15	$	2,360

(a) The weighted average life of acquired intangibles was 14 years for PPAs.


Year ended December 31, 2024	PPAs		Leasehold Rights		Emission Allowances		Other		Total
(In millions)
January 1, 2024	$	3,265	$	86	$	17	$	15	$	3,383

Other	—		—		—		4		4
December 31, 2024	3,265		86		17		19		3,387
Less accumulated amortization	(1,140)		(42)		(5)		(7)		(1,194)
Net carrying amount	$	2,125	$	44	$	12	$	12	$	2,193

The Company recorded amortization expense of $189 million, $184 million and $186 million during the years ended December 31, 2025, 2024 and 2023, respectively. Of these amounts, $183 million, $178 million and $181 million during the years ended December 31, 2025, 2024 and 2023, respectively, were related to the amortization of intangible assets for PPAs and were recorded to contract amortization expense, which reduced operating revenues in the consolidated statements of operations. The Company estimates the amortization expense for its intangibles for each of the next five years will be $200 million.

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Note 9 — Asset Impairments

2023 Impairment Losses

During the fourth quarter of 2023, in preparation and review of its annual budget, the Company updated its long-term estimates of operating and capital expenditures and revised its assessment of long-term merchant power prices, which was primarily informed by present conditions and did not contemplate future policy changes, which could impact renewable energy power prices. The impairment analysis reviews certain qualitative factors as well as the results of long-term operating expectations and its carrying value to determine if impairment indicators are present. The impairment analysis indicated that the projected future cash flows for certain facilities within the Renewables & Storage segment no longer supported the recoverability of the carrying value of the related long-lived assets. As such, the Company recorded an impairment loss of $12 million, which primarily related to property, plant, and equipment to reflect the assets at fair market value. The fair value of the facilities was determined using an income approach by applying a discounted cash flow methodology to the updated long-term budgets for each respective plant. The income approach included key inputs such as forecasted merchant power prices, operations and maintenance expense, and discount rates. The resulting fair value is a Level 3 fair value measurement.

Note 10 — Long-term Debt

The Company’s borrowings, including short-term and long-term portions, consisted of the following:


	Maturity Date	December 31, 2025		December 31, 2024		Interest rate % (a)
		(In millions, except rates)
Intercompany Note with Clearway, Inc.	2026	$	6	$	—	3.61	%
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	361		—		S+1.750%
Non-recourse facility-level debt:
Fixed rate	2031-2040	3,001		3,190		2.339% - 8.000%
Variable rate	2026-2033	3,187		1,920		S+1.375% - 2.750%
Total debt		8,680		7,235
Less current maturities		(714)		(430)
Less net debt issuance costs		(70)		(57)
Add premiums (d)		2		2
Total long-term debt		$	7,898	$	6,750

(a) As of December 31, 2025, S+ equals SOFR plus x%.

(b) Applicable rate is determined by the borrower leverage ratio, as defined in the credit agreement, and only applies to outstanding borrowings.

(c) During January 2026, the Company repaid all of the outstanding borrowings under the revolving credit facility utilizing the proceeds from the sale of the 2034 Senior Notes, as further described below.

(d) Premiums relate to the 2028 Senior Notes.

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 each respective arrangement. Under the facility-level financing arrangements, each facility is permitted to pay distributions out of available cash as long as certain conditions are satisfied, including that no default under the applicable arrangements has occurred and that each facility is otherwise in compliance with all relevant conditions under the financing agreements, including meeting required financial ratios, where applicable. The Company’s facility-level financing arrangements are non-recourse to the Company, thus, each facility pledges its underlying assets as collateral, and if a facility is in default under its financing arrangement, then the related lender could demand repayment of the facility’s obligations or enforce its security interests with respect to the pledged collateral.

As of December 31, 2025, the Company had $1,063 million in letters of credit outstanding, $96 million of which is related to the Company’s revolving credit facility. Also as of December 31, 2025, the Company was in compliance with all of the required covenants.

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2034 Senior Notes

On January 13, 2026, Clearway Energy Operating LLC completed the sale of $600 million aggregate principal amount of senior unsecured notes due 2034, or the 2034 Senior Notes. The 2034 Senior Notes bear interest at 5.750% and mature on January 15, 2034. Interest on the 2034 Senior Notes is payable semi-annually on January 15 and July 15 of each year, beginning on July 15, 2026. The 2034 Senior Notes are unsecured obligations of Clearway Energy Operating LLC and are guaranteed by Clearway Energy LLC and by certain of Clearway Energy Operating LLC’s wholly-owned current and future subsidiaries. The net proceeds from the 2034 Senior Notes were used to repay $361 million in outstanding borrowings under the revolving credit facility and for general corporate purposes.

Facility-level Debt

Deriva Solar Portfolio

On February 5, 2026, in order to partially fund the third-party acquisition of the Deriva Solar Portfolio, which is expected to close in the first half of 2026, the Company, through its indirect subsidiary, Cardinal Investment Holdco LLC, entered into a financing agreement that provides for a term loan of up to $100 million and $119 million in letters of credit in support of debt service and facility obligations. The financing will be supported by the Company’s interest in the Deriva Solar Portfolio upon closing of the acquisition. Upon funding, the term loan will bear interest a rate of SOFR plus 2.00% per annum and will mature 364 days after the funding date.

Pine Forest

On June 10, 2025, as part of the acquisition of Pine Forest, as further described in Note 3, Acquisitions and Dispositions, the Company assumed the facility’s financing agreement, which included 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. 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 third-party cash equity investor related to the Pine Forest TargetCo acquisition.

On December 17, 2025, when Pine Forest reached substantial completion, the Company paid $50 million to Clearway Renew as an additional purchase price, as further described in Note 3, Acquisitions and Dispositions, the third-party cash equity investor contributed $144 million, Clearway, Inc., through its indirect subsidiary, Pine Forest TE Class A, contributed an additional $38 million for its Class A membership interests in Pine Forest TE HoldCo LLC and CEG contributed $49 million, which were utilized, along with the $9 million previously held in escrow, to repay the $100 million cash equity bridge loan, to repay the $41 million tax equity bridge loan, to partially repay $44 million of the tax credit transfer bridge loan, to fund $39 million in construction completion reserves, which is included in restricted cash on the Company’s consolidated balance sheet, and to pay $15 million in associated fees. Additionally, on December 17, 2025, the outstanding construction loans were converted to a term loan in the amount of $103 million that matures on December 17, 2030. Subsequent to the acquisition during 2025, the Company borrowed an additional $52 million in cash equity bridge loans.

Honeycomb Portfolio

On October 15, 2025, as part of the acquisition of the Honeycomb Portfolio, as further described in Note 3, Acquisitions and Dispositions, the Company assumed the facility’s financing agreement, which included a $218 million construction loan that converts to a term loan at substantial completion, which is expected to occur in the first half of 2026, and a $234 million tax equity bridge loan, offset by $9 million in unamortized debt issuance costs. The tax equity bridge loan will be repaid at substantial completion with the final proceeds received from the tax equity investor, as well as the Company’s additional purchase price, along with the $59 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 during 2025, the Company borrowed an additional $38 million in construction loans through December 31, 2025.

Daggett 1

On April 29, 2025, as part of the acquisition of Daggett 1, as further described in Note 3, Acquisitions and Dispositions, the Company assumed the facility’s financing agreement, which included a $92 million construction loan and a $131 million tax equity bridge loan, offset by $3 million in unamortized debt issuance costs.

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On September 19, 2025, when Daggett 1 reached substantial completion, the Company paid $42 million to Clearway Renew as additional purchase price, as further described in Note 3, Acquisitions and Dispositions, and the tax equity investor contributed an additional $108 million, which was utilized, along with the $38 million previously held in escrow and $31 million in construction loan proceeds, to repay the $131 million tax equity bridge loan, to fund $6 million in construction completion reserves, which is included in restricted cash on the Company’s consolidated balance sheet, and to pay $7 million in associated fees with the remaining $33 million distributed to CEG. Additionally, on September 19, 2025, the outstanding construction loans were converted to a term loan in the amount of $132 million that matures on September 19, 2030. Subsequent to the acquisition during 2025, the Company borrowed an additional $40 million in construction loans.

Luna Valley

On April 29, 2025, as part of the acquisition of Luna Valley, as further described in Note 3, Acquisitions and Dispositions, the Company assumed the facility’s financing agreement, which included 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. 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.

On September 4, 2025, when Luna Valley facility reached substantial completion, the Company paid $72 million to Clearway Renew as additional purchase price, as further described in Note 3, Acquisitions and Dispositions, the tax equity investor contributed an additional $114 million and CEG contributed $50 million, which were utilized, along with the $29 million previously held in escrow and $28 million in construction loan proceeds, to repay the $46 million cash equity bridge loan, to repay the $144 million tax equity bridge loan, to fund $22 million in construction completion reserves, which is included in restricted cash on the Company’s consolidated balance sheet, and to pay $9 million in associated fees. Additionally, on September 4, 2025, the outstanding construction loans were converted to a term loan in the amount of $195 million that matures on September 4, 2030. Subsequent to the acquisition during 2025, the Company borrowed an additional $51 million in construction loans.

Rosamond South I

On March 20, 2025, as part of the acquisition of Rosamond South I, as further described in Note 3, Acquisitions and Dispositions, the Company assumed the facility’s financing agreement, which included 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. 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.

On August 13, 2025, when Rosamond South I reached substantial completion, the Company paid $29 million to Clearway Renew as additional purchase price, as further described in Note 3, Acquisitions and Dispositions, the third-party cash equity investor contributed an additional $41 million and the tax equity investor contributed an additional $226 million, which were utilized, along with the $58 million previously held in escrow and $13 million in construction loan proceeds, to repay the $276 million tax equity bridge loan and to pay $9 million in associated fees with the remaining $53 million distributed to CEG. Additionally, on August 13, 2025, the outstanding construction loans were converted to a term loan in the amount of $228 million that matures on August 13, 2030. Subsequent to the acquisition during 2025, the Company borrowed an additional $49 million in construction loans and also received $46 million in contributions from CEG to pay for construction completion expenses.

Dan’s Mountain

On November 18, 2024, as part of the acquisition of Dan’s Mountain, as further described in Note 3, Acquisitions and Dispositions, the Company assumed the facility’s financing agreement, which included a $77 million cash equity bridge loan and a $49 million tax equity bridge loan, offset by $1 million in unamortized debt issuance costs. A partial payment of $7 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.

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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, as further described in Note 3, Acquisitions and Dispositions. 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 third-party 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. Subsequent to the acquisition, the Company borrowed an additional $24 million in tax equity bridge loans during 2024 and $18 million in tax equity bridge loans during 2025. The Company also received $16 million in contributions from CEG to pay for construction completion expenses during 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 and Dispositions, 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.

Cedro Hill Repowering

On December 12, 2023, the Company entered into a financing agreement for non-recourse debt for a total commitment of $254 million, which consists of construction loans, a tax equity bridge loan and a cash equity bridge loan, related to the repowering of the Cedro Hill wind facility. The Company’s initial borrowing of $165 million was utilized to repay the $72 million of outstanding principal under the original financing agreement, to pay $55 million to Clearway Renew for the future delivery of equipment, which was included in other non-current assets on the Company’s consolidated balance sheet, to pay $27 million to a third party for the future delivery of equipment, which was included in other non-current assets on the Company’s consolidated balance sheet, to pay a $4 million development services fee to Clearway Renew, to pay for $4 million in debt issuance costs that were deferred and to pay for $3 million in capital expenditures. During 2024, the $82 million of equipment was delivered, and therefore, was included in property, plant and equipment, net on the Company’s consolidated balance sheet as of December 31, 2024.

On December 27, 2024, when the repowering of the Cedro Hill wind facility reached substantial completion, tax equity investors contributed $152 million to acquire the Class A membership interests in Cedro Hill TE Holdco LLC, a tax equity fund that owns the Cedro Hill wind facility. The tax equity proceeds were utilized, along with $54 million in construction loan proceeds, to repay the $138 million tax equity bridge loan, the $16 million cash equity bridge loan, to fund $38 million in construction completion and related reserves, which was included in restricted cash on the Company’s consolidated balance sheet, to pay $11 million in construction invoices and to pay $4 million in associated fees with the remaining $26 million distributed to CEG. Also at substantial completion, the outstanding construction loans were converted to a term loan in the amount of $99 million. Under the new financing agreement, the Company borrowed $88 million during 2024.

Capistrano Portfolio Holdco LLC

On October 23, 2024, the Company, through its indirect subsidiary, Capistrano Portfolio Holdco LLC, entered into a financing agreement, which included the issuance of a $121 million term loan, as well as $42 million in letters of credit in support of debt service and facility obligations, supported by the Company’s interests in the Broken Bow, Crofton Bluffs, Mountain Wind 1 and Mountain Wind 2 wind facilities. The Company utilized the proceeds from the term loan to pay off the existing debt in the amount of $63 million related to Broken Bow and Crofton Bluffs and to pay related financing costs.

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Natural Gas Holdco LC Facility

On July 25, 2024, the Company, through its indirect subsidiary, Natural Gas Holdco, entered into a financing agreement that provides for a $200 million letter of credit facility, which is being utilized to support the collateral needs of the merchant facilities in the Flexible Generation segment. The letter of credit facility has an initial term of three years and the option for two additional one-year extensions.

Rosamond Central (Rosie Class B LLC)

On June 30, 2023, Rosie Class B LLC, the indirect owner of the Rosamond Central solar facility, amended its financing agreement to provide for (i) a refinanced term loan in the amount of $77 million, (ii) construction loans up to $115 million, (iii) tax equity bridge loans up to $188 million, (iv) an increase to the letter of credit sublimit to $41 million and (v) an extension of the maturity date of the term loan and construction loans to June 13, 2029.

On July 3, 2023, Rosie Class B LLC issued a loan to Clearway Renew, utilizing a portion of the loan proceeds under the amended financing agreement, in order to finance the construction of the BESS facility. On December 1, 2023, the Rosamond Central solar facility acquired the BESS facility from Clearway Renew for initial cash consideration of $70 million, as further described in Note 3, Acquisitions and Dispositions, and Clearway Renew utilized the funds to partially repay the loan.

On June 13, 2024, when the Rosamond Central BESS facility reached substantial completion, Clearway Renew repaid the $184 million outstanding loan balance owed to Rosie Class B LLC utilizing the additional purchase price of $279 million paid by the Company, as further described in Note 3, Acquisitions and Dispositions. The Company utilized the proceeds from Clearway Renew, along with $39 million held previously in escrow and $56 million of the Company’s additional purchase price that was contributed back to the Company by CEG, to repay the $186 million tax equity bridge loan, to distribute $44 million to the third-party cash equity investor, to fund $21 million in construction completion reserves, which was included in restricted cash on the Company’s consolidated balance sheet, and to pay $11 million in associated fees. Additionally, on June 13, 2024, the outstanding construction loans were converted to a term loan in the amount of $115 million. Under the amended financing agreement, the Company borrowed $271 million during 2023 and $30 million during 2024.

NIMH Solar

On June 11, 2024, the Company, through its indirect subsidiary, NIMH Solar LLC, refinanced its amended and restated credit agreement, which was scheduled to mature in September 2024, resulting in the issuance of a $137 million term loan facility, as well as $17 million in letters of credit in support of debt service and facility obligations. The obligations under the new financing arrangement are supported by the Company’s interests in the Alpine, Blythe and Roadrunner solar facilities. The Company utilized the proceeds from the term loan and existing sources of liquidity to pay off the existing debt in the amount of $146 million.

Victory Pass and Arica

On October 31, 2023, as part of the acquisition of Victory Pass and Arica, as further described in Note 3, Acquisitions and Dispositions, the Company assumed the facility’s financing agreement, which included a $483 million cash equity bridge loan and a $385 million tax equity bridge loan, offset by $4 million in unamortized debt issuance costs. A partial payment of $133 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 contribution from the third-party cash equity investor.

On May 1, 2024, when the facilities reached substantial completion, the Company paid $165 million to Clearway Renew as additional purchase price, as further described in Note 3, Acquisitions and Dispositions, the third-party cash equity investor contributed an additional $347 million, the tax equity investor contributed an additional $410 million and CEG contributed $52 million, which were utilized, along with $103 million held previously in escrow, to repay the $351 million cash equity bridge loan, to repay the $468 million tax equity bridge loan, to fund $75 million in construction completion reserves, which was included in restricted cash on the Company’s consolidated balance sheet, and to pay $18 million in associated fees. Subsequent to the acquisition, the Company borrowed an additional $22 million during 2023 and $62 million during 2024.

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Cedar Creek

On April 16, 2024, as part of the acquisition of Cedar Creek, as further described in Note 3, Acquisitions and Dispositions, the Company assumed the facility’s financing agreement, which included a $112 million construction loan, a $91 million cash equity bridge loan and a $109 million tax equity bridge loan, offset by $3 million in unamortized debt issuance costs. At acquisition date, the tax equity investor contributed $108 million, which was utilized, along with the Company’s entire purchase price that was contributed back to the Company by CEG, to repay the tax equity bridge loan, to repay the cash equity bridge loan, to partially repay $2 million in construction loans, to fund $16 million in construction completion reserves, which was included in restricted cash on the Company’s consolidated balance sheet, and to pay $6 million in associated fees. Also at acquisition date, the outstanding construction loans were converted to a term loan in the amount of $110 million.

Texas Solar Nova 1 and Texas Solar Nova 2

On December 28, 2023, as part of the acquisition of Texas Solar Nova 1, the Company assumed the facility’s financing agreement, which included a $90 million construction loan, $109 million cash equity bridge loan and $151 million tax equity bridge loan, offset by $1 million in unamortized debt issuance costs. At acquisition date, the tax equity investor contributed $148 million, which was utilized, along with the Company’s entire purchase price that was contributed back to the Company by CEG and the proceeds from the third-party cash equity investor, to repay the $109 million cash equity bridge loan, to repay the $151 million tax equity bridge loan, to fund $18 million in construction completion reserves, which was included in restricted cash on the Company’s consolidated balance sheet, and to pay $5 million in associated fees with the remaining $9 million distributed back to CEG. Also at acquisition date, the $90 million construction loan was converted into a term loan in the amount of $102 million, which includes an additional borrowing of $12 million.

On March 15, 2024, as part of the acquisition of Texas Solar Nova 2, as further described in Note 3, Acquisitions and Dispositions, the Company assumed the facility’s financing agreement, which included an $80 million term loan and a $115 million tax equity bridge loan, offset by $1 million in unamortized debt issuance costs. At acquisition date, the tax equity investor contributed $130 million, which was utilized, along with $9 million of the Company’s purchase price that was contributed back to the Company by CEG, to repay the $115 million tax equity bridge loan, to fund $19 million in construction completion reserves, which was included in restricted cash on the Company’s consolidated balance sheet, and to pay $4 million in associated fees.

Additionally, on March 15, 2024, Texas Solar Nova 1’s financing agreement was amended to merge the Texas Solar Nova 1 and Texas Solar Nova 2 term loans as a combined term loan under TSN1 Class B Member LLC.

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 facility level debt or any potential refinancing of its Senior Notes. The facility level debt swaps amortize in proportion to their respective loans and are floating for a fixed rate where the subsidiary pays its counterparty the equivalent of a fixed interest payment on a predetermined notional amount and will receive quarterly the equivalent of a floating interest payment based on the same notional amount. All interest rate swap payments by the subsidiary and its counterparty are made quarterly and the SOFR is determined in advance of each interest period.

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The following table summarizes the swaps, some of which are forward starting as indicated, related to the Company’s facility level debt and the potential refinancing of its Senior Notes:


	% of Principal		Fixed Interest Rate		Floating Interest Rate	Notional Amount at December 31, 2025 (In millions)		Effective Date	Maturity Date
Avra Valley	85	%	2.20	%	SOFR	$	23	March 31, 2023	January 31, 2031
Alta Wind Asset Management	100	%	2.22	%	SOFR	8		May 22, 2013	May 15, 2031
Buckthorn Solar	100	%	2.63	%	SOFR	100		April 9, 2025	July 31, 2043
Capistrano Portfolio Holdco	100	%	Various		SOFR	106		October 24, 2024	September 30, 2033
Carlsbad Energy Holdings	100	%	Various		SOFR	46		Various	September 30, 2027
Cedar Creek	100	%	3.02	%	SOFR	106		April 30, 2024	March 31, 2049
Cedro Hill	85	%	Various		SOFR	77		Various	September 30, 2044
Clearway Energy Operating (a)	—	%	Various		SOFR	1,093		Various	Various
Daggett 1	95	%	Various		SOFR	126		Various	Various
Daggett 2	87	%	Various		SOFR	134		March 29, 2024	March 31, 2043
Daggett 3	84	%	Various		SOFR	181		September 30, 2024	September 30, 2043
Honeycomb Portfolio (a)	85	%	Various		SOFR	694		Various	Various
Kansas South	75	%	1.93	%	SOFR	9		June 28, 2013	December 31, 2030
Luna Valley	95	%	Various		SOFR	185		Various	Various
Mililani Class B	97	%	Various		SOFR	85		Various	Various
NIMH Solar	100	%	3.25	%	SOFR	111		June 11, 2024	January 31, 2033
Oahu Solar	96	%	2.47	%	SOFR	72		November 30, 2019	October 31, 2040
Pine Forest	85	%	Various		SOFR	88		November 28, 2025	March 31, 2050
Rosie Class B	93	%	Various		SOFR	172		Various	Various
Rosie South	90	%	Various		SOFR	206		Various	Various
South Trent	90	%	Various		SOFR	13		Various	June 30, 2028
TSN1 Class B	96	%	Various		SOFR	163		March 29, 2024	September 30, 2043
Viento Funding II	90	%	2.53	%	SOFR	129		Various	December 31, 2032
Tuolumne	100	%	Various		SOFR	153		April 29, 2025	March 31, 2040
Total						$	4,080

(a) As of December 31, 2025, the notional amount includes forward swaps that are not included in the percentage of outstanding principal disclosed.

Annual Maturities

Annual payments based on the maturities of the Company’s debt, for the years ending after December 31, 2025, are as follows:


	(In millions)
2026 (a)	$	1,145
2027	364
2028	2,022
2029	863
2030	995
Thereafter	3,291
Total	$	8,680

(a) At December 31, 2025, amount includes $431 million of construction-related financings recorded in long-term debt on the Company’s consolidated balance sheet that is being funded through long-term equity contributions or is converting to long-term debt.

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Note 11 — Members’ Equity

At-the-Market Equity Offering Program, or the ATM Program

On August 6, 2025, the Company and Clearway, Inc. entered into an equity distribution agreement with Morgan Stanley & Co. LLC, BofA Securities, Inc., Citigroup Global Markets Inc., J.P. Morgan Securities LLC and Wells Fargo Securities LLC, as sales agents. Pursuant to the terms of the agreement, Clearway, Inc. may offer and sell shares of its Class C common stock, from time to time through the sales agents, up to an aggregate sales price of $100 million through an at-the-market equity offering program, or ATM Program. During the year ended December 31, 2025, Clearway, Inc. issued 787,980 shares of Class C common stock under the ATM Program for gross proceeds of $25 million and incurred fees of less than $1 million, which were exchanged for 787,980 of the Company’s Class C units. The net proceeds from the sale of shares under the ATM Program were used for general corporate purposes. As of December 31, 2025, approximately $75 million of Clearway, Inc.’s Class C common stock remained available for issuance under the ATM Program.

Dividend Reinvestment and Direct Stock Purchase Plan, or DRIP/DSPP

On August 6, 2025, Clearway, Inc. adopted a DRIP and DSPP, under which Clearway, Inc. registered and reserved for issuance up to an aggregate of 3,300,000 shares of Class C common stock. Under the DRIP, holders of Clearway, Inc.’s Class C common stock can designate all or a portion of their cash dividends, when paid, to be reinvested in additional shares of Clearway, Inc.’s Class C common stock. The DSPP allows (i) plan participants and registered stockholders of Clearway, Inc. who are not plan participants to purchase shares of Clearway, Inc.’s Class C common stock in the minimum amount of $50 per investment up to a maximum aggregate amount of $150,000 per calendar year; (ii) new investors who do not own shares of Clearway, Inc.’s Class C common stock to purchase shares by making an initial minimum investment of $250, up to a maximum aggregate amount of $150,000 per calendar year; and (iii) plan participants, other registered stockholders and new investors to request a waiver from Clearway, Inc. to make optional cash investments in excess of the maximum aggregate amount of $150,000 per calendar year. During the year ended December 31, 2025, Clearway, Inc. issued 793,202 shares of Class C common stock under the DSPP for gross proceeds of $25 million and incurred fees of less than $1 million, which were exchanged for 793,202 of the Company’s Class C units. The net proceeds from the sale of shares under the DSPP were used for general corporate purposes. As of December 31, 2025, approximately 2,506,798 shares of Clearway, Inc.’s Class C common stock remained available for issuance under the DRIP/DSPP.

Distributions

The following tables list the distributions paid on the Company’s Class A, Class B, Class C and Class D units during the years ended December 31, 2025, 2024 and 2023:


	Fourth Quarter 2025		Third Quarter 2025		Second Quarter 2025		First Quarter 2025
Distributions per Class A and Class B units	$	0.4528	$	0.4456	$	0.4384	$	0.4312
Distributions per Class C and Class D units	0.4528		0.4456		0.4384		0.4312


	Fourth Quarter 2024		Third Quarter 2024		Second Quarter 2024		First Quarter 2024
Distributions per Class A and Class B units	$	0.4240	$	0.4171	$	0.4102	$	0.4033
Distributions per Class C and Class D units	0.4240		0.4171		0.4102		0.4033


	Fourth Quarter 2023		Third Quarter 2023		Second Quarter 2023		First Quarter 2023
Distributions per Class A and Class B units	$	0.3964	$	0.3891	$	0.3818	$	0.3745
Distributions per Class C and Class D units	0.3964		0.3891		0.3818		0.3745

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In addition to the quarterly distributions, on June 10, 2025, the Company distributed an additional $16 million, $9 million of which was distributed to Clearway, Inc. related to its contribution through Pine Forest TE Class A, an indirect subsidiary of Clearway, Inc., to acquire the Class A membership interests in Pine Forest TE HoldCo LLC, as further described in Note 3, Acquisitions and Dispositions, and $7 million of which was distributed to CEG, which represents CEG’s pro-rata share of the additional distributions. On December 17, 2025, the Company distributed an additional $28 million, $16 million of which was distributed to Clearway, Inc. related to its additional contribution through Pine Forest TE Class A to complete its acquisition of the Class A membership interests in Pine Forest TE HoldCo LLC, as further described in Note 3, Acquisitions and Dispositions, and $12 million of which was distributed to CEG, which represents CEG’s pro-rata share of the additional distributions.

On February 17, 2026, the Company declared a quarterly distribution on its Class B and Class D units of $0.4602 per unit payable on March 16, 2026 to unit holders of record as of March 2, 2026.

Note 12 — 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.

Approximately 58% of the Company’s operating revenues and 45% of the Company’s assets relate to operations located in California. Also, the Company generated more than 10% of its revenues from the following customers for the years ended December 31, 2025, 2024 and 2023:


	2025		2024		2023
Customer	Flexible Generation	Renewables & Storage	Flexible Generation	Renewables & Storage	Flexible Generation	Renewables & Storage
SCE	7%	15%	7%	17%	11%	13%
PG&E	2%	14%	3%	14%	4%	13%


	Year ended December 31, 2025
(In millions)	Flexible Generation		Renewables & Storage		Corporate (a)		Total
Operating revenues	$	291	$	1,138	$	—	$	1,429
Cost of operations, exclusive of depreciation, amortization and accretion shown separately below	109		419		—		528
Depreciation, amortization and accretion	112		570		—		682

General and administrative	—		—		40		40
Transaction and integration costs	—		—		16		16

Operating income (loss)	70		149		(56)		163
Equity in earnings of unconsolidated affiliates	1		30		—		31


Other income, net	4		22		3		29
Loss on debt extinguishment	—		(8)		—		(8)
Interest expense	(35)		(252)		(100)		(387)
Income (loss) before income taxes	40		(59)		(153)		(172)
Income tax benefit	—		(1)		—		(1)
Net Income (Loss)	40		(58)		(153)		(171)

Less: Net loss attributable to noncontrolling interests and redeemable noncontrolling interests	—		(555)		—		(555)
Net Income (Loss) Attributable to Clearway Energy LLC	$	40	$	497	$	(153)	$	384
Balance Sheet
Equity investments in affiliates	$	72	$	219	$	—	$	291
Capital expenditures (b)	9		187		—		196
Total Assets	$	1,803	$	14,557	$	84	$	16,444

(a) Includes eliminations.

(b) Includes accruals.

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	Year ended December 31, 2024
(In millions)	Flexible Generation		Renewables & Storage		Corporate (a)		Total
Operating revenues	$	342	$	1,029	$	—	$	1,371
Cost of operations, exclusive of depreciation, amortization and accretion shown separately below	137		367		(3)		501
Depreciation, amortization and accretion	115		512		—		627

General and administrative	—		—		38		38
Transaction and integration costs	—		—		8		8

Operating income (loss)	90		150		(43)		197


Equity in earnings of unconsolidated affiliates	3		32		—		35


Other income, net	6		31		11		48
Loss on debt extinguishment	—		(5)		—		(5)
Interest expense	(35)		(176)		(96)		(307)
Income (loss) before income taxes	64		32		(128)		(32)
Income tax expense	—		1		—		1
Net Income (Loss)	64		31		(128)		(33)
Less: Net loss attributable to noncontrolling interests and redeemable noncontrolling interests	—		(236)		—		(236)
Net Income (Loss) Attributable to Clearway Energy LLC	$	64	$	267	$	(128)	$	203
Balance Sheet
Equity investments in affiliates	$	75	$	234	$	—	$	309
Capital expenditures (b)	9		179		—		188
Total Assets	$	1,933	$	12,236	$	151	$	14,320

(a) Includes eliminations.

(b) Includes accruals.


	Year ended December 31, 2023
(In millions)	Flexible Generation		Renewables & Storage		Corporate (a)		Total
Operating revenues	$	420	$	894	$	—	$	1,314
Cost of operations, exclusive of depreciation, amortization and accretion shown separately below	154		321		(2)		473
Depreciation, amortization and accretion	129		397		—		526
Impairment losses	—		12		—		12
General and administrative	—		—		35		35
Transaction and integration costs	—		—		4		4

Operating income (loss)	137		164		(37)		264
Equity in earnings of unconsolidated affiliates	3		9		—		12


Other income, net	4		24		24		52
Loss on debt extinguishment	—		(6)		—		(6)
Interest expense	(35)		(205)		(97)		(337)
Income (loss) before income taxes	109		(14)		(110)		(15)
Income tax benefit	—		(2)		—		(2)
Net Income (Loss)	109		(12)		(110)		(13)
Less: Net loss attributable to noncontrolling interests and redeemable noncontrolling interests	—		(162)		—		(162)
Net Income (Loss) Attributable to Clearway Energy LLC	$	109	$	150	$	(110)	$	149

(a) Includes eliminations.

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Note 13 — 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.

Master Development Services Agreement with Clearway Renew

Loan with Clearway Energy Finance Inc.

On December 17, 2025, in connection with the Pine Forest solar and BESS facility reaching substantial completion, as further discussed in Note 3, Acquisitions and Dispositions, the Company issued a loan to Clearway Energy Finance Inc., a subsidiary of Clearway, Inc., in the amount of $22 million in order to partially fund Pine Forest TE Class A’s additional contribution. The loan bears interest at a fixed rate of 6% and matures on December 17, 2045. As of December 31, 2025, the full $22 million remained outstanding, with the significant majority included in other non-current assets on the Company’s consolidated balance sheet.

Goat Mountain Development Services Agreement with Clearway Renew

On July 23, 2025, the Company entered into a development services agreement with Clearway Renew under which Clearway Renew will provide pre-construction development, construction management and asset management services in connection with the repowering of the Goat Mountain wind facility, which is located in Sterling City, Texas. Contingent upon achieving repowering commercial operations in 2027, the 306 MW facility will sell power to an investment-grade counterparty under a new 15-year PPA. In connection with the agreement, on December 12, 2025, the Company paid Clearway Renew $27 million, of which $25 million is related to the future delivery of equipment and is included in other non-current assets on the Company’s consolidated balance sheet, and $2 million is related to capital expenditures.

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

Various wholly-owned 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 $82 million for each of the years ended December 31, 2025 and 2024, and $73 million for the year ended December 31, 2023, included in cost of operations in the consolidated statements of operations. There was a balance of $8 million and $12 million due to RENOM as of December 31, 2025 and 2024, respectively.

Administrative Services Agreements by and between the Company and CEG

Various wholly-owned 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 $26 million, $22 million and $20 million for the years ended December 31, 2025, 2024 and 2023, respectively, included in cost of operations in the consolidated statements of operations. There was a balance of $3 million due to CEG as of December 31, 2025 and 2024.

CEG Master Services Agreement

The Company, along with Clearway, Inc. and 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, including operational and administrative services, which include human resources, information systems, cybersecurity, external affairs, accounting, procurement and risk management services, and, effective on January 1, 2025, accounting, 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. Effective January 1, 2025, the Company directly bears all labor costs for certain employees of CEG who perform work on behalf of the Company.

137

The Company incurred net expenses under the CEG Master Services Agreement of $24 million, $6 million and $5 million for the years ended December 31, 2025, 2024 and 2023, respectively, included in general and administrative in the consolidated statements of operations. There was a balance of zero and $5 million due to CEG as of December 31, 2025 and 2024, respectively.

Note 14 — Contingencies

The Company records reserves for estimated losses from contingencies when information available indicates that a loss is probable and the amount of the loss, or range of loss, can be reasonably estimated. As applicable, the Company will establish an adequate reserve for ongoing legal matters. In addition, legal costs are expensed as incurred. Management assesses such matters based on current information and makes a judgment concerning its potential outcome, considering the nature of the claim, the amount and nature of damages sought and the probability of success. The Company is unable to predict the outcome of ongoing legal proceedings or reasonably estimate the scope or amount of any associated costs and potential liabilities. As additional information becomes available, management adjusts its assessment and estimate of contingencies accordingly. Because litigation is subject to inherent uncertainties and unfavorable rulings or developments, it is possible that the ultimate resolution of the Company’s liabilities and contingencies could be at amounts that are different from its currently recorded reserves and that such difference could be material.

The Company and its subsidiaries are party to litigation or legal proceedings arising in the ordinary course of business. In management’s opinion, the disposition of these ordinary course matters will not materially adversely affect the Company’s consolidated financial position, results of operations or cash flows.

Note 15 — Leases

Accounting for Leases

The Company evaluates each arrangement at inception to determine if it contains a lease. Substantially all of the Company’s leases are operating leases.

Lessee

The Company records its operating lease liabilities at the present value of the lease payments over the lease term at lease commencement date. Lease payments include fixed payment amounts as well as variable rate payments based on an index initially measured at lease commencement date. Variable payments, including payments based on future performance and based on index changes, are recorded when the expense is probable. The Company determines the relevant lease term by evaluating whether renewal and termination options are reasonably certain to be exercised. The Company uses its incremental borrowing rate to calculate the present value of the lease payments, based on information available at the lease commencement date.

The Company’s leases consist of land leases for numerous operating asset locations, real estate leases and equipment leases. The terms and conditions for these leases vary by the type of underlying asset. Certain of these leases have both lease and non-lease components and the Company has elected to apply the practical expedient to not separate these components.

Lease expense was comprised of the following:


	Year Ended December 31,
(In millions)	2025		2024		2023
Operating lease cost - Fixed	$	51	$	31	$	40

Operating lease cost - Variable	15		12		11
Total lease cost	$	66	$	43	$	51

138

Operating lease information was as follows:


	Year Ended December 31,
(In millions)	2025		2024		2023
Cash paid for operating leases	$	50	$	34	$	30


(In millions, except term and rate)	December 31, 2025			December 31, 2024
Right-of-use assets - operating leases, net (a)	$	714		$	547

Short-term lease liability - operating leases (b)	$	20		$	10
Long-term lease liability - operating leases (a)	796			569
Total lease liabilities	$	816		$	579

Weighted average remaining lease term (in years)	25			26
Weighted average discount rate	5.7		%	4.5		%

(a) Increases in right-of-use assets and long-term lease liabilities are primarily due to third-party acquisitions, as further described in Note 3, Acquisitions and Dispositions.

(b) Short-term lease liability balances are included within the accrued expenses and other current liabilities line item of the consolidated balance sheets as of December 31, 2025 and 2024.

Minimum future rental payments of operating lease liabilities as of December 31, 2025 are as follows:


	(In millions)
2026	$	63
2027	63
2028	64
2029	62
2030	63
Thereafter	1,214
Total lease payments	1,529
Less imputed interest	(713)
Total lease liability - operating leases	$	816

139

The Company is party to various land lease agreements with wholly-owned subsidiaries of CEG that are accounted for as operating leases. The following table summarizes the land lease agreements:


(In millions)	Right-of-use assets, net		Long-term lease liabilities		Lease expiration
As of December 31, 2025
Daggett 2	$	22	$	23	June 30, 2058
Daggett 3	29		34		December 18, 2062
Luna Valley	16		19		September 23, 2058
Mililani I	18		21		March 31, 2057
Oahu Solar (a)	17		19		August 1, 2057
Rosamond Central (a)	10		12		March 31, 2056
Rosamond South I	14		16		September 30, 2058

As of December 31, 2024
Daggett 2	$	22	$	23	June 30, 2058
Daggett 3	30		34		December 18, 2062
Mililani I	18		21		March 31, 2057
Oahu Solar (a)	17		19		August 1, 2057
Rosamond Central (a)	11		12		March 31, 2056

(a) The Company has the ability to extend each of these leases for two additional five-year periods.

Lessor

The majority of the Company’s revenue is obtained through PPAs or other contractual agreements that are accounted for as leases. These leases are comprised of both fixed payments and variable payments contingent upon volumes or performance metrics. Many of the leases have renewal options at the end of the lease term. Termination may be allowed under specific circumstances in the lease arrangements, such as under an event of default. All but one of the Company’s active leases are operating leases. This sales-type lease is further described below. Certain of these operating leases have both lease and non-lease components, and the Company allocates the transaction price to the components based on standalone selling prices.

The following amounts of energy, capacity and other revenues are related to the Company’s operating leases:


	Flexible Generation		Renewables & Storage		Total
December 31, 2025	(In millions)
Energy revenue	$	2	$	783	$	785
Capacity revenue	113		63		176

Operating revenues	$	115	$	846	$	961


	Flexible Generation		Renewables & Storage		Total
December 31, 2024	(In millions)
Energy revenue	$	3	$	817	$	820
Capacity revenue	110		43		153

Operating revenues	$	113	$	860	$	973

140


	Flexible Generation		Renewables & Storage		Total
December 31, 2023	(In millions)
Energy revenue	$	4	$	760	$	764
Capacity revenue	249		20		269
Other revenues (a)	21		—		21
Operating revenues	$	274	$	780	$	1,054

(a) On May 31, 2023, the Marsh Landing Black Start addition reached commercial operations and the Company receives an annual fixed fee over a five-year term under the related agreement. The agreement was determined to be a sales-type lease resulting in the Company recording a lease receivable of $21 million included in total operating revenues, offset by net investment costs of $13 million included in cost of operations, resulting in a net pre-tax profit of $8 million. The lease receivable is included in other current and non-current assets on the Company’s consolidated balance sheet.

Minimum future rent payments the Company expects to receive for the remaining periods related to various facility operating leases as of December 31, 2025 were as follows:


	(In millions)
2026	$	214
2027	215
2028	213
2029	211
2030	212
Thereafter	1,918
Total lease payments	$	2,983

Property, plant and equipment, net related to the Company’s operating leases were as follows:


(In millions)	December 31, 2025		December 31, 2024
Property, plant and equipment	$	6,642	$	6,284
Accumulated depreciation	(2,520)		(2,276)
Net property, plant and equipment	$	4,122	$	4,008

Note 16 — Revision of Previously Issued Unaudited Financial Information (Unaudited)

During the fourth quarter of 2025, the Company’s management identified errors related to certain calculations of hypothetical liquidation at book value (HLBV) accounting used to allocate net income (loss) to the Company’s redeemable noncontrolling interests and noncontrolling interests in tax equity partnerships in each of the quarters ended March 31, 2025, June 30, 2025 and September 30, 2025. The Company evaluated the materiality of the errors in accordance with Staff Accounting Bulletins No. 99 and No. 108 of the SEC and concluded that the errors were immaterial to all previously reported periods and did not require restatement of any previously issued financial statements.

The corrections had no impact on the Company’s consolidated net income (loss) or its consolidated statements of cash flows contained in the Company’s previously issued Quarterly Reports on Form 10-Q for the quarters ended March 31, 2025, June 30, 2025 and September 30, 2025. The Company will revise prior period financial information, including the corresponding notes to the financial statements, related to the errors contained in its previously issued Quarterly Reports on Form 10-Q for the quarters ended March 31, 2025, June 30, 2025 and September 30, 2025, the next time the respective periods are presented.

141

A summary of the corrections to the impacted financial statement line items is presented below:


	Three months ended March 31, 2025
(in millions)	As Previously Reported		Adjustments		As Revised
	(Unaudited)
Consolidated Statement of Operations
Net loss attributable to noncontrolling interests	$	(111)	$	12	$	(99)
Net income (loss) attributable to Clearway Energy LLC	$	7	$	(12)	$	(5)
Consolidated Statement of Comprehensive Income (Loss)
Comprehensive loss attributable to noncontrolling interests	$	(113)	$	12	$	(101)
Comprehensive income (loss) attributable to Clearway Energy LLC	$	3	$	(12)	$	(9)
Consolidated Balance Sheet (As of March 31, 2025)

Retained earnings	$	814	$	(12)	$	802
Noncontrolling interest	3,851		12		3,863
Total Members’ Equity	$	5,479	$	—	$	5,479
Consolidated Statements of Members’ Equity
Retained Earnings:
Net income (loss)	$	7	$	(12)	$	(5)
Retained Earnings at March 31, 2025	$	814	$	(12)	$	802
Noncontrolling Interest:
Net loss	$	(111)	$	12	$	(99)
Noncontrolling Interest at March 31, 2025	$	3,851	$	12	$	3,863


	Three months ended June 30, 2025						Six months ended June 30, 2025
(in millions)	As Previously Reported		Adjustments		As Revised		As Previously Reported		Adjustments		As Revised
	(Unaudited)						(Unaudited)
Consolidated Statement of Operations
Net loss attributable to noncontrolling interests and redeemable noncontrolling interests	$	(50)	$	5	$	(45)	$	(161)	$	17	$	(144)
Net income attributable to Clearway Energy LLC	$	69	$	(5)	$	64	$	76	$	(17)	$	59
Consolidated Statement of Comprehensive Income
Comprehensive loss attributable to noncontrolling interests and redeemable noncontrolling interests	$	(51)	$	5	$	(46)	$	(164)	$	17	$	(147)
Comprehensive income attributable to Clearway Energy LLC	$	53	$	(5)	$	48	$	56	$	(17)	$	39
Consolidated Balance Sheet (As of June 30, 2025)
Redeemable noncontrolling interest in subsidiaries	$	38	$	7	$	45
Retained earnings	778		(17)		761
Noncontrolling interest	4,152		10		4,162
Total Members’ Equity	$	5,575	$	(7)	$	5,568
Consolidated Statements of Members’ Equity
Retained Earnings:
Net income	$	69	$	(5)	$	64
Retained Earnings at June 30, 2025	$	778	$	(17)	$	761
Noncontrolling Interest:
Net loss	$	(37)	$	(2)	$	(39)
Noncontrolling Interest at June 30, 2025	$	4,152	$	10	$	4,162

142


	Three months ended September 30, 2025						Nine months ended September 30, 2025
(in millions)	As Previously Reported		Adjustments		As Revised		As Previously Reported		Adjustments		As Revised
	(Unaudited)						(Unaudited)
Consolidated Statement of Operations
Net loss attributable to noncontrolling interests and redeemable noncontrolling interests	$	(322)	$	6	$	(316)	$	(483)	$	23	$	(460)
Net income attributable to Clearway Energy LLC	$	351	$	(6)	$	345	$	427	$	(23)	$	404
Consolidated Statement of Comprehensive Income
Comprehensive loss attributable to noncontrolling interests and redeemable noncontrolling interests	$	(322)	$	6	$	(316)	$	(486)	$	23	$	(463)
Comprehensive income attributable to Clearway Energy LLC	$	346	$	(6)	$	340	$	402	$	(23)	$	379
Consolidated Balance Sheet (As of September 30, 2025)
Redeemable noncontrolling interest in subsidiaries	$	74	$	30	$	104
Retained earnings	1,039		(23)		1,016
Noncontrolling interest	4,156		(7)		4,149
Total Members’ Equity	$	5,697	$	(30)	$	5,667
Consolidated Statements of Members’ Equity
Retained Earnings:
Net income	$	351	$	(6)	$	345
Retained Earnings at September 30, 2025	$	1,039	$	(23)	$	1,016
Noncontrolling Interest:
Net loss	$	(137)	$	(17)	$	(154)
Noncontrolling Interest at September 30, 2025	$	4,156	$	(7)	$	4,149

143

Schedule I

Clearway Energy LLC (Parent)

Condensed Financial Statements

Condensed Statements of Operations


	Year ended December 31,
(In millions)	2025		2024		2023

Equity in earnings of consolidated subsidiaries	$	381	$	192	$	126




Interest income	3		11		23
Total other income	384		203		149





Net Income Attributable to Clearway Energy LLC	$	384	$	203	$	149

See accompanying notes to condensed financial statements.

144

Schedule I

Clearway Energy LLC (Parent)

Condensed Balance Sheets


	December 31,		December 31,
	2025		2024
ASSETS	(In millions)
Current Assets
Cash and cash equivalents	$	37	$	137


Accounts receivable — affiliates	1		—



Other current assets	—		1

Other Assets
Investment in consolidated subsidiaries	1,470		1,679




Total Assets	$	1,508	$	1,817
LIABILITIES AND MEMBERS’ EQUITY
Current Liabilities


Accounts payable — affiliates	$	1	$	4



Other Liabilities



Other non-current liabilities	1		1
Total Liabilities	2		5
Commitments and Contingencies
Members’ Equity
Contributed capital	641		911
Retained earnings	875		894
Accumulated other comprehensive (loss) income	(10)		7

Total Members’ Equity	1,506		1,812
Total Liabilities and Members’ Equity	$	1,508	$	1,817

See accompanying notes to condensed financial statements.

145

Schedule I

Clearway Energy LLC (Parent)

Condensed Statements of Cash Flows


	Years ended December 31,
	2025		2024		2023
	(In millions)
Cash Flows from Operating Activities
Net Cash Provided by Operating Activities	$	3	$	11	$	23
Cash Flows from Investing Activities
Investments in consolidated affiliates	210		52		209

Net Cash Provided by Investing Activities	210		52		209
Cash Flows from Financing Activities
(Transfer) receipt of funds under intercompany cash management arrangement	(3)		—		4

Proceeds from issuance of Class C units	48		—		—


Tax-related distributions	—		(2)		(51)
Payments of distributions	(358)		(334)		(311)
Net Cash Used in Financing Activities	(313)		(336)		(358)
Net Decrease in Cash and Cash Equivalents	(100)		(273)		(126)
Cash and Cash Equivalents at Beginning of Period	137		410		536
Cash and Cash Equivalents at End of Period	$	37	$	137	$	410

See accompanying notes to condensed financial statements.

146

Schedule I

Clearway Energy LLC (Parent)

Notes to Condensed Financial Statements

Note 1 — Background and Basis of Presentation

Background

Basis of Presentation

The condensed parent-only company financial statements have been prepared in accordance with Rule 12-04 of Regulation S-X, as the restricted net assets of Clearway Energy LLC’s subsidiaries exceed 25% of the consolidated net assets of Clearway Energy LLC. The parent’s 100% investment in its subsidiaries has been recorded using the equity basis of accounting in the accompanying condensed parent-only financial statements. These statements should be read in conjunction with the consolidated financial statements and notes thereto of Clearway Energy LLC.

Note 2 — Long-Term Debt

For a discussion of Clearway Energy LLC’s financing arrangements, see Note 10, Long-term Debt, to the Company’s consolidated financial statements.

Note 3 — Contingencies and Guarantees

See Note 14, Contingencies, to the Company’s consolidated financial statements for a detailed discussion of Clearway Energy LLC’s contingencies.

Note 4 — Distributions

Cash distributions paid on the Company’s Class A, Class B, Class C and Class D units, were $358 million, $334 million, and $311 million for the years ended December 31, 2025, 2024, and 2023, respectively.

147

EXHIBIT INDEX

Number

Description

Method of Filing

3.1

Certificate of Formation of NRG Yield Operating LLC.

Incorporated herein by reference to Exhibit 3.01(a) to the Company’s Registration Statement on Form S-4 filed on April 13, 2015.

3.2

Certificate of Amendment of Certificate of Formation of NRG Yield Operating LLC.

Incorporated herein by reference to Exhibit 3.01(b) to the Company’s Registration Statement on Form S-4 filed on April 13, 2015.

3.3

Third Amended and Restated Limited Liability Company Agreement of Clearway Energy Operating LLC.

Incorporated herein by reference to Exhibit 3.3. to the Company’s Annual Report on Form 10-K filed on February 28, 2019.

3.4

Certificate of Formation of NRG Yield LLC.

Incorporated herein by reference to Exhibit 3.03(a) to the Company’s Registration Statement on Form S-4 filed on April 13, 2015.

3.5

Certificate of Amendment of Certificate of Formation of NRG Yield LLC.

Incorporated herein by reference to Exhibit 3.03(b) to the Company’s Registration Statement on Form S-4 filed on April 13, 2015.

3.6

Fourth Amended and Restated Limited Liability Company Agreement of NRG Yield LLC, dated as of August 31, 2018, by and between NRG Yield, Inc. and Zephyr Renewables LLC.

Incorporated herein by reference to Exhibit 10.6 to Clearway Energy, Inc.’s Current Report on Form 8-K filed on September 5, 2018.

4.1

Indenture, dated December 11, 2019, among Clearway Energy Operating LLC, the guarantors named therein and Delaware Trust Company, as trustee.

Incorporated herein by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on December 12, 2019.

4.2

Form of 4.750% Senior Note due 2028.

Incorporated herein by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on December 12, 2019.

4.3

First Supplemental Indenture, dated as of January 6, 2020, among Clearway Energy Operating LLC, the guarantors named therein and Delaware Trust Company.

Incorporated herein by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed on January 8, 2020.

4.4

Second Supplemental Indenture, dated as of February 26, 2020, among Clearway Energy Operating LLC, the guarantors named therein and Delaware Trust Company.

Incorporated herein by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed on March 3, 2020.

4.5

Third Supplemental Indenture, dated as of July 17, 2020, among Clearway Energy Operating LLC, the guarantors named therein and Delaware Trust Company.

Incorporated herein by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed on July 21, 2020.

4.6

Fourth Supplemental Indenture, dated as of August 17, 2020, among Clearway Energy Operating LLC, the guarantors named therein and Delaware Trust Company.

Incorporated herein by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed on August 20, 2020.

4.7

Fifth Supplemental Indenture, dated as of November 18, 2020, among Clearway Energy Operating LLC, the guarantors named therein and Delaware Trust Company.

Incorporated herein by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed on November 19, 2020.

4.8

Sixth Supplemental Indenture, dated as of December 1, 2020, among Clearway Energy Operating LLC, the guarantors named therein and Delaware Trust Company.

Incorporated herein by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed on December 4, 2020.

4.9

Seventh Supplemental Indenture, dated as of December 23, 2020, among Clearway Energy Operating LLC, the guarantors named therein and Delaware Trust Company.

Incorporated herein by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed on December 29, 2020.

4.10

Eighth Supplemental Indenture, dated as of February 3, 2021, among Clearway Energy Operating LLC, the guarantors named therein and Delaware Trust Company.

Incorporated herein by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed on February 5, 2021.

4.11

Indenture, dated March 9, 2021, among Clearway Energy Operating LLC, the guarantors named therein and Delaware Trust Company, as trustee.

Incorporated herein by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on March 9, 2021.

4.12

Form of 3.750% Senior Notes due 2031.

Incorporated herein by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on March 9, 2021.

4.13

Ninth Supplemental Indenture, dated as of May 14, 2021, among Clearway Energy Operating LLC, the guarantors named therein and Delaware Trust Company.

Incorporated herein by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on May 19, 2021.

4.14

First Supplemental Indenture, dated as of May 14, 2021, among Clearway Energy Operating LLC, the guarantors named therein and Delaware Trust Company.

Incorporated herein by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed on May 19, 2021.

4.15

Indenture, dated October 1, 2021, among Clearway Energy Operating LLC, the guarantors named therein and Delaware Trust Company, as trustee.

Incorporated herein by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on October 1, 2021.

148

Number

Description

Method of Filing

4.16

Form of 3.750% Senior Notes due 2032.

Incorporated herein by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on October 1, 2021.

4.17

Tenth Supplemental Indenture, dated as of October 7, 2021, among Clearway Energy Operating LLC, the guarantors named therein and Delaware Trust Company.

Incorporated herein by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on October 8, 2021.

4.18

Second Supplemental Indenture, dated as of October 7, 2021, among Clearway Energy Operating LLC, the guarantors named therein and Delaware Trust Company.

Incorporated herein by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed on October 8, 2021.

4.19

First Supplemental Indenture, dated as of October 7, 2021, among Clearway Energy Operating LLC, the guarantors named therein and Delaware Trust Company.

Incorporated herein by reference to Exhibit 4.4 to the Company’s Current Report on Form 8-K filed on October 8, 2021.

4.20

Eleventh Supplemental Indenture, dated as of May 25, 2022, among Clearway Energy Operating LLC, the guarantors named therein and Delaware Trust Company.

Incorporated herein by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on June 1, 2022.

4.21

Third Supplemental Indenture, dated as of May 25, 2022, among Clearway Energy Operating LLC, the guarantors named therein and Delaware Trust Company.

Incorporated herein by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on June 1, 2022.

4.22

Second Supplemental Indenture, dated as of May 25, 2022, among Clearway Energy Operating LLC, the guarantors named therein and Delaware Trust Company.

Incorporated herein by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed on June 1, 2022.

4.23

Twelfth Supplemental Indenture, dated as of February 14, 2023, among Clearway Energy Operating LLC, the guarantors named therein and Delaware Trust Company.

Incorporated herein by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on February 21, 2023.

4.24

Fourth Supplemental Indenture, dated as of February 14, 2023, among Clearway Energy Operating LLC, the guarantors named therein and Delaware Trust Company.

Incorporated herein by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on February 21, 2023.

4.25

Third Supplemental Indenture, dated as of February 14, 2023, among Clearway Energy Operating LLC, the guarantors named therein and Delaware Trust Company.

Incorporated herein by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed on February 21, 2023.

4.26

Thirteenth Supplemental Indenture, dated as of August 4, 2023, among Clearway Energy Operating LLC, the guarantors named therein and Delaware Trust Company.

Filed herewith.

4.27

Fifth Supplemental Indenture, dated as of August 4, 2023, among Clearway Energy Operating LLC, the guarantors named therein and Delaware Trust Company.

Filed herewith.

4.28

Fourth Supplemental Indenture, dated as of August 4, 2023, among Clearway Energy Operating LLC, the guarantors named therein and Delaware Trust Company.

Filed herewith.

4.29

Fourteenth Supplemental Indenture, dated as of November 13, 2023, among Clearway Energy Operating LLC, the guarantors named therein and Delaware Trust Company.

Filed herewith.

4.30

Sixth Supplemental Indenture, dated as of November 13, 2023, among Clearway Energy Operating LLC, the guarantors named therein and Delaware Trust Company.

Filed herewith.

4.31

Fifth Supplemental Indenture, dated as of November 13, 2023, among Clearway Energy Operating LLC, the guarantors named therein and Delaware Trust Company.

Filed herewith.

4.32

Fifteenth Supplemental Indenture, dated as of May 30, 2024, among Clearway Energy Operating LLC, the guarantors named therein and Delaware Trust Company.

Filed herewith.

4.33

Seventh Supplemental Indenture, dated as of May 30, 2024, among Clearway Energy Operating LLC, the guarantors named therein and Delaware Trust Company.

Filed herewith.

4.34

Sixth Supplemental Indenture, dated as of May 30, 2024, among Clearway Energy Operating LLC, the guarantors named therein and Delaware Trust Company.

Filed herewith.

4.35

Sixteenth Supplemental Indenture, dated as of July 17, 2024, among Clearway Energy Operating LLC, the guarantors named therein and Delaware Trust Company.

Filed herewith.

4.36

Eighth Supplemental Indenture, dated as of July 17, 2024, among Clearway Energy Operating LLC, the guarantors named therein and Delaware Trust Company.

Filed herewith.

149

Number

Description

Method of Filing

4.37

Seventh Supplemental Indenture, dated as of July 17, 2024, among Clearway Energy Operating LLC, the guarantors named therein and Delaware Trust Company.

Filed herewith.

4.38

Seventeenth Supplemental Indenture, dated as of October 30, 2024, among Clearway Energy Operating LLC, the guarantors named therein and CSC Delaware Trust Company (formerly known as Delaware Trust Company).

Filed herewith.

4.39

Ninth Supplemental Indenture, dated as of October 30, 2024, among Clearway Energy Operating LLC, the guarantors named therein and CSC Delaware Trust Company (formerly known as Delaware Trust Company).

Filed herewith.

4.40

Eighth Supplemental Indenture, dated as of October 30, 2024, among Clearway Energy Operating LLC, the guarantors named therein and CSC Delaware Trust Company (formerly known as Delaware Trust Company).

Filed herewith.

4.41

Eighteenth Supplemental Indenture, dated as of January 13, 2025, among Clearway Energy Operating LLC, the guarantors named therein and CSC Delaware Trust Company (formerly known as Delaware Trust Company).

Filed herewith.

4.42

Tenth Supplemental Indenture, dated as of January 13, 2025, among Clearway Energy Operating LLC, the guarantors named therein and CSC Delaware Trust Company (formerly known as Delaware Trust Company).

Filed herewith.

4.43

Ninth Supplemental Indenture, dated as of January 13, 2025, among Clearway Energy Operating LLC, the guarantors named therein and CSC Delaware Trust Company (formerly known as Delaware Trust Company).

Filed herewith.

4.44

Nineteenth Supplemental Indenture, dated as of April 30, 2025, among Clearway Energy Operating LLC, the guarantors named therein and CSC Delaware Trust Company (formerly known as Delaware Trust Company).

Filed herewith.

4.45

Eleventh Supplemental Indenture, dated as of April 30, 2025, among Clearway Energy Operating LLC, the guarantors named therein and CSC Delaware Trust Company (formerly known as Delaware Trust Company).

Filed herewith.

4.46

Tenth Supplemental Indenture, dated as of April 30, 2025, among Clearway Energy Operating LLC, the guarantors named therein and CSC Delaware Trust Company (formerly known as Delaware Trust Company).

Filed herewith.

4.47

Twentieth Supplemental Indenture, dated as of October 17, 2025, among Clearway Energy Operating LLC, the guarantors named therein and CSC Delaware Trust Company (formerly known as Delaware Trust Company).

Filed herewith.

4.48

Twelfth Supplemental Indenture, dated as of October 17, 2025, among Clearway Energy Operating LLC, the guarantors named therein and CSC Delaware Trust Company (formerly known as Delaware Trust Company).

Filed herewith.

4.49

Eleventh Supplemental Indenture, dated as of October 17, 2025, among Clearway Energy Operating LLC, the guarantors named therein and CSC Delaware Trust Company (formerly known as Delaware Trust Company).

Filed herewith.

4.50

Twenty-First Supplemental Indenture, dated as of December 22, 2025, among Clearway Energy Operating LLC, the guarantors named therein and CSC Delaware Trust Company (formerly known as Delaware Trust Company).

Filed herewith.

4.51

Thirteenth Supplemental Indenture, dated as of December 22, 2025, among Clearway Energy Operating LLC, the guarantors named therein and CSC Delaware Trust Company (formerly known as Delaware Trust Company).

Filed herewith.

4.52

Twelfth Supplemental Indenture, dated as of December 22, 2025, among Clearway Energy Operating LLC, the guarantors named therein and CSC Delaware Trust Company (formerly known as Delaware Trust Company).

Filed herewith.

4.53

Indenture, dated January 13, 2026, among Clearway Energy Operating LLC, the guarantors named therein and CSC Delaware Trust Company, as trustee.

Incorporated herein by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on January 13, 2026.

150

Number

Description

Method of Filing

4.54

Form of 5.750% Senior Notes due 2034.

Incorporated herein by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on January 13, 2026.

4.55

Twenty-Second Supplemental Indenture, dated as of February 11, 2026, among Clearway Energy Operating LLC, the guarantors named therein and CSC Delaware Trust Company (formerly known as Delaware Trust Company).

Filed herewith.

4.56

Fourteenth Supplemental Indenture, dated as of February 11, 2026, among Clearway Energy Operating LLC, the guarantors named therein and CSC Delaware Trust Company (formerly known as Delaware Trust Company).

Filed herewith.

4.57

Thirteenth Supplemental Indenture, dated as of February 11, 2026, among Clearway Energy Operating LLC, the guarantors named therein and CSC Delaware Trust Company (formerly known as Delaware Trust Company).

Filed herewith.

4.58

First Supplemental Indenture, dated as of February 11, 2026, among Clearway Energy Operating LLC, the guarantors named therein and CSC Delaware Trust Company (formerly known as Delaware Trust Company).

Filed herewith.

10.1.1

Amended and Restated Credit Agreement, dated April 25, 2014, by and among NRG Yield Operating LLC, NRG Yield LLC, Royal Bank of Canada, as Administrative Agent, the lenders party thereto, Royal Bank of Canada, Goldman Sachs Bank USA and Bank of America, N.A., as L/C Issuers and RBC Capital Markets as Sole Left Lead Arranger and Sole Left Lead Book Runner.

Incorporated herein by reference to Exhibit 10.1 to Clearway Energy, Inc.’s Current Report on Form 8-K filed on April 28, 2014.

10.1.2

First Amendment to Amended & Restated Credit Agreement, dated June 26, 2015, by and among NRG Yield Operating LLC, NRG Yield LLC, Royal Bank of Canada and the Lenders party thereto.

Incorporated herein by reference to Exhibit 10.9 to Clearway Energy, Inc.’s Quarterly Report on Form 10-Q filed on August 4, 2015.

10.1.3

Second Amendment to Amended & Restated Credit Agreement, dated February 6, 2018, by and among NRG Yield Operating LLC, NRG Yield LLC, the guarantors party thereto, Royal Bank of Canada, as Administrative Agent, and the lenders party thereto.

Incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on February 12, 2018.

10.1.4

Third Amendment to Amended and Restated Credit Agreement and Administrative Agent Resignation and Appointment Agreement, dated as of April 30, 2018, by and among NRG Yield Operating LLC, NRG Yield LLC, the guarantors party thereto, Royal Bank of Canada, as Resigning Administrative Agent, JPMorgan Chase Bank, N.A., as Successor Administrative Agent, and the lenders party thereto.

Incorporated herein by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on May 3, 2018.

10.1.5

Fourth Amendment to Amended and Restated Credit Agreement, dated as of November 30, 2018, by and among Clearway Energy Operating LLC, Clearway Energy LLC, the guarantors party thereto, JPMorgan Chase Bank, N.A., as administrative agent, and the lenders party thereto.

Incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December 6, 2018.

10.1.6

Fifth Amendment to Amended and Restated Credit Agreement, dated as of December 20, 2019, by and among Clearway Energy Operating LLC, Clearway Energy LLC, the guarantors party thereto, JPMorgan Chase Bank, N.A., as administrative agent, and the lenders party thereto.

Incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December 23, 2019.

10.1.7

Sixth Amendment to Amended and Restated Credit Agreement, effective as of November 30, 2021, by and among Clearway Energy Operating LLC, Clearway Energy LLC, the guarantors party thereto, JPMorgan Chase Bank, N.A., as administrative agent, and the lenders party thereto.

Incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December 1, 2021.

10.1.8

Seventh Amendment to Amended and Restated Credit Agreement, entered into as of August 15, 2022, by and among Clearway Energy Operating LLC, Clearway Energy LLC, the guarantors party thereto, JPMorgan Chase Bank, N.A., as administrative agent, and the lenders party thereto.

Incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on August 19, 2022.

10.1.9

Eighth Amendment to Amended and Restated Credit Agreement, entered into as of March 15, 2023, by and among Clearway Energy Operating LLC, Clearway Energy LLC, the guarantors party thereto, JPMorgan Chase Bank, N.A., as administrative agent, and the lenders party thereto.

Incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on March 20, 2023.

10.2

Purchase and Sale Agreement, dated as of August 20, 2021, by and between Dominion Solar Projects III, Inc. and Utah Solar Holdings II LLC.

Incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on August 23, 2021.

151

Number

Description

Method of Filing

10.3

Membership Interest Purchase Agreement, dated as of October 22, 2021, by and between Clearway Energy Operating LLC and KKR Thor Bidco, LLC.

Incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on October 26, 2021.

10.4

Senior Secured Bridge Credit Agreement, dated as of November 30, 2021, by and among Clearway Energy Operating LLC, Clearway Energy LLC, the guarantors party thereto, Bank of America, N.A., as administrative agent, and the lenders party thereto.

Incorporated herein by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed on December 1, 2021.

10.5*^

First Amendment to Membership Interest Purchase Agreement, dated as of December 17, 2021, by and among Lighthouse Renewable Class A LLC, Clearway Renew LLC and Clearway Energy Operating LLC.

Incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on January 18, 2022.

10.6*^

First Amendment to Membership Interest Purchase Agreement, dated as of December 29, 2021, by and among Lighthouse Renewable Class A LLC and Clearway Renew LLC.

Incorporated herein by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on January 18, 2022.

10.7†

Clearway Energy, Inc. Involuntary Severance Plan, effective as of January 1, 2022.

Incorporated herein by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q filed on May 5, 2022.

10.8†

Clearway Energy, Inc. Key Management Change-in-Control and General Severance Plan, effective as of January 1, 2022.

Incorporated herein by reference to Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q filed on May 5, 2022.

10.9†

Clearway Energy, Inc. Executive Change-in-Control and General Severance Plan, effective as of January 1, 2022.

Incorporated herein by reference to Exhibit 10.7 to the Company’s Quarterly Report on Form 10-Q filed on May 5, 2022.

10.10*^

Membership Interest Purchase Agreement, dated as of December 23, 2022, by and between VP-Arica CE Seller LLC and VP-Arica Parent Holdco LLC.

Incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December 29, 2022.

10.11*^

Membership Interest Purchase Agreement, dated as of May 19, 2023, by and between Renew Development HoldCo LLC and Cedar Creek Wind Holdco LLC.

Incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 24, 2023.

10.12†

Clearway Energy, Inc. Amended and Restated 2013 Equity Incentive Plan, as amended and restated effective January 1, 2024.

Incorporated herein by reference to Exhibit 10.31 to the Company’s Annual Report on Form 10-K filed on February 22, 2024.

10.13†

Clearway Energy, Inc. Annual Incentive Plan, as amended and restated effective January 1, 2024.

Incorporated herein by reference to Exhibit 10.32 to the Company’s Annual Report on Form 10-K filed on February 22, 2024.

10.14

Separation Agreement and General Release, dated as of April 30, 2024, by and between Clearway Energy, Inc. and Christopher Sotos.

Incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on April 30, 2024.

10.15

Amended and Restated Employment Agreement, dated as of April 30, 2024, by and between Clearway Energy Group LLC, Clearway Energy, Inc., GIP III Zephyr Management Partners, L.P., GIP III Zephyr Midco Holdings, L.P. and Craig Cornelius.

Incorporated herein by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on April 30, 2024.

10.16

Third Amended and Restated Master Services Agreement and Payroll Sharing Agreement, dated as of February 13, 2025, by and among Clearway Energy, Inc., Clearway Energy Finance Inc., Clearway Energy LLC, Clearway Energy Operating LLC and Clearway Energy Group LLC.

Incorporated herein by reference to Exhibit 10.30 to the Company’s Annual Report on Form 10-K filed on February 25, 2025.

10.17

Consulting Agreement, dated as of June 20, 2024, by and between Clearway Energy, Inc. and Christopher Sotos.

Incorporated herein by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on July 30, 2024.

10.18*^

Membership Interest Purchase Agreement, dated as of June 27, 2024, by and between D1-LV CE Seller LLC and LV-Daggett Parent Holdco LLC.

Incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on July 30, 2024.

10.19

Second Amended and Restated Exchange Agreement, dated as of October 28, 2024, by and among Clearway Energy, Inc., Clearway Energy LLC and Clearway Energy Group LLC.

Incorporated herein by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed on October 30, 2024.

10.20

Equity Distribution Agreement, dated as of August 6, 2025, by and among Clearway Energy, Inc., Clearway Energy LLC, Morgan Stanley & Co. LLC, BofA Securities, Inc., Citigroup Global Markets Inc., J.P. Morgan Securities LLC and Wells Fargo Securities, LLC.

Incorporated herein by reference to Exhibit 1.1 to the Company’s Current Report on Form 8-K filed on August 6, 2025.

10.21*^

Purchase and Sale Agreement, dated as of October 3, 2025, by and among Cardinal Purchaser LLC, Deriva Energy, LLC, Symphony Breeze, LLC and Symphony Sun, LLC.

Incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on October 6, 2025.

152

Number

Description

Method of Filing

10.22*^

Purchase and Sale Agreement, dated as of October 3, 2025, by and among Cardinal JV Purchaser LLC, Fengate Cardinal Blocker LLC, Fengate Yield (VCOC) UBTI Blocker LLC, Deriva Energy, LLC, Symphony Breeze, LLC and Symphony Sun, LLC.

Incorporated herein by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on October 6, 2025.

10.23*^

Membership Interest Purchase Agreement, dated as of November 24, 2025, by and between RS2-Spindle CE Seller LLC and RS2-Spindle Purchaser LLC.

Incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December 2, 2025.

16.1

Letter from Ernst & Young LLP, dated May 10, 2024.

Incorporated herein by reference to Exhibit 16.1 to the Company’s Current Report on Form 8-K filed on May 10, 2024.

19.1

Clearway Energy, Inc. Securities Trading and Nondisclosure Policy.

Incorporated herein by reference to Exhibit 19.1 to the Company’s Annual Report on Form 10-K filed on February 25, 2025.

21.1

Subsidiaries of Clearway Energy LLC.

Filed herewith.

24.1

Power of Attorney.

Included on the signature page of this Annual Report on Form 10-K.

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.

Clearway Energy, Inc. Policy on Recoupment of Incentive Compensation.

Incorporated herein by reference to Exhibit 97 to the Company’s Annual Report on Form 10-K filed on February 22, 2024.

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)


†						Indicates exhibits that constitute compensatory plans or arrangements.
*						This filing excludes schedules or similar attachments pursuant to Item 601(a)(5) of Regulation S-K, which the registrant agrees to furnish supplementary to the Securities and Exchange Commission upon request by the Commission.
^						Certain portions of this exhibit have been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K because it (i) is not material and (ii) would likely cause competitive harm to the Registrant if disclosed. The registrant agrees to furnish supplementary an unredacted copy of this exhibit to the Securities and Exchange Commission upon request.

153

Item 16 — Form 10-K Summary

None.

154

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 LLC
(Registrant)

/s/ CRAIG CORNELIUS

Craig Cornelius

Chief Executive Officer

(Principal Executive Officer)

Date: February 24, 2026

155

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Craig Cornelius, Kevin P. Malcarney and Amelia McKeithen, each or any of them, such person’s true and lawful attorney-in-fact and agent with full power of substitution and resubstitution for such person and in such person’s name, place and stead, in any and all capacities, to sign any and all amendments to this report on Form 10-K, and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing necessary or desirable to be done in and about the premises, as fully to all intents and purposes as such person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them or his or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signatures

Title

/s/ CRAIG CORNELIUS

President and Chief Executive Officer

Craig Cornelius

of Clearway Energy LLC (Principal Executive Officer)

Date:

February 24, 2026

/s/ SARAH RUBENSTEIN

Executive Vice President and Chief Financial Officer

Sarah Rubenstein

of Clearway Energy LLC (Principal Financial and

Date:

February 24, 2026

Principal Accounting Officer)

CLEARWAY ENERGY, INC.

Sole Managing Member

/s/ CRAIG CORNELIUS

President and Chief Executive Officer

Craig Cornelius

of Clearway Energy, Inc.

Date:

February 24, 2026

156

Signature

Title

Date

/s/ JONATHAN BRAM

Director of Clearway Energy, Inc.

February 24, 2026

Jonathan Bram

Sole Managing Member of Clearway Energy LLC

/s/ NATHANIEL ANSCHUETZ

Director of Clearway Energy, Inc.

February 24, 2026

Nathaniel Anschuetz

Sole Managing Member of Clearway Energy LLC

/s/ BRIAN FORD

Director of Clearway Energy, Inc.

February 24, 2026

Brian Ford

Sole Managing Member of Clearway Energy LLC

/s/ BRUCE MACLENNAN

Director of Clearway Energy, Inc.

February 24, 2026

Bruce MacLennan

Sole Managing Member of Clearway Energy LLC

/s/ DANIEL B. MORE

Director of Clearway Energy, Inc.

February 24, 2026

Daniel B. More

Sole Managing Member of Clearway Energy LLC

/s/ E. STANLEY O’NEAL

Director of Clearway Energy, Inc.

February 24, 2026

E. Stanley O’Neal

Sole Managing Member of Clearway Energy LLC

/s/ JENNIFER LOWRY

Director of Clearway Energy, Inc.

February 24, 2026

Jennifer Lowry

Sole Managing Member of Clearway Energy LLC

/s/ MARC-ANTOINE PIGNON

Director of Clearway Energy, Inc.

February 24, 2026

Marc-Antoine Pignon

Sole Managing Member of Clearway Energy LLC

/s/ OLIVIER JOUNY

Director of Clearway Energy, Inc.

February 24, 2026

Olivier Jouny

Sole Managing Member of Clearway Energy LLC

/s/ PAIGE GOODWIN

Director of Clearway Energy, Inc.

February 24, 2026

Paige Goodwin

Sole Managing Member of Clearway Energy LLC

/s/ CRAIG CORNELIUS

Director of Clearway Energy, Inc.

February 24, 2026

Craig Cornelius

Sole Managing Member of Clearway Energy LLC

157

Supplemental Information to be Furnished with Reports Filed Pursuant to Section 15(d) of the Act by Registrants Which Have Not Registered Securities Pursuant to Section 12 of the Act

No annual report or proxy material has been sent to securities holders and no such report or proxy material is to be furnished to securities holders subsequent to the filing of the annual report on this Form 10-K.

158

a461first-palisadeplains

EXECUTION VERSION FIRST SUPPLEMENTAL INDENTURE FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of February 11, 2026, among Palisade Plains Development Partnership Holdings LLC, a Delaware limited liability company (such entity, the “Guaranteeing Subsidiary”), a subsidiary of Clearway Energy Operating LLC (or its permitted successor), a Delaware limited liability company (the “Company”), the Company, the other Guarantors (as defined in the Indenture referred to herein) and CSC Delaware Trust Company, as trustee under the Indenture referred to below (the “Trustee”). W I T N E S S E T H WHEREAS, the Company has heretofore executed and delivered to the Trustee an indenture (the “Indenture”), dated as of January 13, 2026 providing for the issuance of 5.750% Senior Notes due 2034 (the “Notes”); WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiary shall fully and unconditionally guarantee all of the Company’s Obligations under the Notes and the Indenture on the terms and conditions set forth herein (the “Subsidiary Guarantee”); and WHEREAS, pursuant to Sections 4.10 and 9.01 of the Indenture, the Trustee, the Company and the other Guarantors are authorized to execute and deliver this Supplemental Indenture. NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Guaranteeing Subsidiary and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows: 1. CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture. 2. AGREEMENT TO GUARANTEE. The Guaranteeing Subsidiary hereby becomes a party to the Indenture as a Guarantor and as such will have all the rights and be subject to all the Obligations and agreements of a Guarantor under the Indenture. The Guaranteeing Subsidiary hereby agrees to provide a full and unconditional Guarantee on the terms and subject to the conditions set forth in the Subsidiary Guarantee and in the Indenture including but not limited to Article 10 thereof. 3. NO RECOURSE AGAINST OTHERS. No director, officer, employee, incorporator or stockholder of the Company or any Guarantor, as such, will have any liability for any obligations of the Company or the Guarantors under the Notes, the Indenture, the Guarantees of the Notes or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Notes by accepting a Note waives and releases all such liability. The

2 134936169.v4 waiver and release are part of the consideration for issuance of the Notes. The waiver may not be effective to waive liabilities under the federal securities laws. 4. NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. 5. COUNTERPARTS. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. The exchange of copies of this Supplemental Indenture and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this Supplemental Indenture as to the parties hereto and may be used in lieu of the original Supplemental Indenture for all purposes. 6. EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall not affect the construction hereof. 7. THE TRUSTEE. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiary and the Company. 8. RATIFICATION OF INDENTURE; SUPPLEMENTAL INDENTURE FOR ADDITIONAL GUARANTEES PART OF INDENTURE. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture for additional Guarantees shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered shall by bound hereby. 9. ELECTRONIC SIGNATURES. Each of the parties agrees on behalf of itself, and any Person acting or claiming by, under or through such party, that any written instrument delivered in connection with this Supplemental Indenture or any related document, including without limitation any amendments or supplements to such documents, may be executed by electronic methods (whether by .pdf scan or utilization of an electronic signature platform or application). Any electronic signature document delivered via email from an Officer of the Company or any Guarantor to the Trustee shall be considered signed or executed by such person on behalf of the Company or such Guarantor, as applicable. Each of the Company and the Guarantors agrees to assume all risks arising out of the use of electronic methods for all purposes including the authorization, execution, delivery, or submission of documents, instruments, notices, directions, instructions, reports, opinions and certificates to the Trustee, including without limitation the risk of the Trustee acting on unauthorized instructions, and the risk of interception and misuse by third parties. Any electronic signature shall have the same legal validity and enforceability as a manually executed signature to the fullest extent permitted by applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any similar federal or state law, rule or regulation,

3 134936169.v4 as the same may be in effect from time to time, and the parties hereby waive any objection to the contrary. Any document accepted, executed or agreed to in conformity with such laws will be binding on all parties hereto to the same extent as if it were physically executed and each party hereby consents to the use of any third party electronic signature capture service providers as may be reasonably chosen by a signatory hereto. [Signatures on following page]

[Signature Page to First Supplemental Indenture] IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed and attested, all as of the date first above written. PALISADE PLAINS DEVELOPMENT PARTNERSHIP HOLDINGS LLC By: Name: Kevin P. Malcarney Title: Secretary CLEARWAY ENERGY OPERATING LLC CLEARWAY ENERGY LLC DGPV HOLDING LLC By: Name: Kevin P. Malcarney Title: Executive Vice President, General Counsel and Secretary Docusign Envelope ID: 83D247DD-90E3-4E8A-935D-119A8B474FEB

[Signature Page to First Supplemental Indenture] ALTA WIND 1-5 HOLDING COMPANY, LLC ALTA WIND COMPANY, LLC CAPISTRANO PORTFOLIO HOLDINGS LLC CARDINAL HOLDINGS LLC CATALINA SOLAR INVESTMENT HOLDCO LLC CBAD HOLDINGS II, LLC CEDAR CREEK WIND HOLDINGS LLC CEDRO HILL BL BORROWER HOLDCO LLC CLEARWAY OPCO POWER MARKETING HOLDINGS LLC CLEARWAY SOLAR STAR LLC CWEN PINNACLE REPOWERING HOLDINGS LLC CWSP RATTLESNAKE HOLDING LLC DAGGETT SOLAR HOLDCO LLC DAN’S MOUNTAIN PARENT HOLDINGS LLC DG-CS HOLDINGS LLC DG SREC HOLDCO LLC HONEYCOMB 1 HOLDINGS LLC LANGFORD HOLDING LLC LIGHTHOUSE RENEWABLE HOLDINGS LLC LV-DAGGETT PARENT HOLDINGS LLC NATURAL GAS CA HOLDINGS LLC NIMH SOLAR HOLDINGS LLC OCOTILLO WINDPOWER HOLDINGS LLC PINE FOREST HOLDCO LLC PORTFOLIO SOLAR I, LLC ROSAMOND SOLAR HOLDCO LLC ROSAMOND SOUTH HOLDCO LLC RPV HOLDING LLC RS2-SPINDLE HOLDINGS LLC SOLAR FLAGSTAFF ONE LLC SOLAR IGUANA LLC SOLAR LAS VEGAS MB 1 LLC SOLAR TABERNACLE LLC SOUTH TRENT HOLDINGS LLC SPP ASSET HOLDINGS, LLC SPP FUND II HOLDINGS, LLC SPP FUND II, LLC SPP FUND II-B, LLC SPP FUND III, LLC SPRING CANYON TE HOLDINGS LLC UTAH SOLAR MASTER HOLDCO LLC VP-ARICA PARENT HOLDINGS LLC WASHINGTON WIND HOLDINGS LLC WV WIND HOLDINGS LLC By: Name: Kevin P. Malcarney Title: Secretary Docusign Envelope ID: 83D247DD-90E3-4E8A-935D-119A8B474FEB

[Signature Page to First Supplemental Indenture] CSC DELAWARE TRUST COMPANY, AS TRUSTEE By: Name: Title: Lici Zhu Vice President

a429thirteenth-cedarcree

Execution Version THIRTEENTH SUPPLEMENTAL INDENTURE THIRTEENTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of August 4, 2023, among Cedar Creek Wind Holdings LLC (“Cedar Creek”), Natural Gas CA Holdco LLC (“Natural Gas” and, together with Cedar Creek, the “Guaranteeing Subsidiaries”), subsidiaries of Clearway Energy Operating LLC (or its permitted successor), a Delaware limited liability company (the “Company”), the Company, the other Guarantors (as defined in the Indenture referred to herein) and Delaware Trust Company, as trustee under the Indenture referred to below (the “Trustee”). W I T N E S S E T H WHEREAS, the Company has heretofore executed and delivered to the Trustee an indenture (the “Indenture”), dated as of December 11, 2019 providing for the issuance of 4.750% Senior Notes due 2028 (the “Notes”); WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiaries shall execute and deliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiaries shall fully and unconditionally guarantee all of the Company’s Obligations under the Notes and the Indenture on the terms and conditions set forth herein (the “Subsidiary Guarantee”); and WHEREAS, pursuant to Sections 4.10 and 9.01 of the Indenture, the Trustee, the Company and the other Guarantors are authorized to execute and deliver this Supplemental Indenture. NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Guaranteeing Subsidiaries and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows: 1. CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture. 2. AGREEMENT TO GUARANTEE. The Guaranteeing Subsidiaries hereby become parties to the Indenture as Guarantors and as such will have all the rights and be subject to all the Obligations and agreements of a Guarantor under the Indenture. The Guaranteeing Subsidiaries hereby agree to provide full and unconditional Guarantees on the terms and subject to the conditions set forth in the Subsidiary Guarantee and in the Indenture including but not limited to Article 10 thereof. 3. NO RECOURSE AGAINST OTHERS. No director, officer, employee, incorporator or stockholder of the Company or any Guarantor, as such, will have any liability for any obligations of the Company or the Guarantors under the Notes, this Indenture, the Subsidiary Guarantees or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. The waiver may not be effective to waive liabilities under the federal securities laws.

2 4. NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. 5. COUNTERPARTS. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. 6. EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall not affect the construction hereof. 7. THE TRUSTEE. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiaries and the Company. 8. RATIFICATION OF INDENTURE; SUPPLEMENTAL INDENTURE FOR ADDITIONAL GUARANTEES PART OF INDENTURE. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture for Additional Guarantees shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered shall by bound hereby. 9. ELECTRONIC SIGNATURES. Each of the transaction parties agrees on behalf of itself, and any Person acting or claiming by, under or through such transaction party, that any written instrument delivered in connection with this Supplemental Indenture, the Indenture or any related document, including without limitation any amendments or supplements to such documents, may be executed by electronic methods (whether by .pdf scan or utilization of an electronic signature platform or application). Any electronic signature document delivered via email from an Officer of the Company, any Guaranteeing Subsidiary or any other Guarantor to the Trustee shall be considered signed or executed by such person on behalf of the Company, such Guaranteeing Subsidiary, or such other Guarantor, as applicable. Each of the Company, the Guaranteeing Subsidiaries, and the other Guarantors agree to assume all risks arising out of the use of electronic methods for all purposes including the authorization, execution, delivery, or submission of documents, instruments, notices, directions, instructions, reports, opinions and certificates to the Trustee, including without limitation the risk of the Trustee acting on unauthorized instructions, and the risk of interception and misuse by third parties. Any electronic signature shall have the same legal validity and enforceability as a manually executed signature to the fullest extent permitted by applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any similar federal or state law, rule or regulation, as the same may be in effect from time to time, and the parties hereby waive any objection to the contrary. Any document accepted, executed or agreed to in conformity with such laws will be binding on all parties hereto to the same extent as if it were physically executed and each party hereby consents to the use of any third party electronic signature capture service providers as may be reasonably chosen by a signatory hereto.

[Signature Page to Thirteenth Supplemental Indenture] IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed and attested, all as of the date first above written. CEDAR CREEK WIND HOLDINGS LLC NATURAL GAS CA HOLDCO LLC By: Name: Christopher S. Sotos Title: President CLEARWAY ENERGY OPERATING LLC CLEARWAY ENERGY LLC DGPV HOLDING LLC By: Name: Christopher S. Sotos Title: President and Chief Executive Officer DocuSign Envelope ID: 21AA8330-7A70-45DA-987D-12E211DCA03D

[Signature Page to Thirteenth Supplemental Indenture] ALTA WIND 1-5 HOLDING COMPANY, LLC ALTA WIND COMPANY, LLC CAPISTRANO PORTFOLIO HOLDINGS LLC CBAD HOLDINGS II, LLC CLEARWAY SOLAR STAR LLC CWEN PINNACLE REPOWERING HOLDINGS LLC CWSP RATTLESNAKE HOLDING LLC DAGGETT SOLAR HOLDCO LLC DG-CS HOLDINGS LLC DG SREC HOLDCO LLC LANGFORD HOLDING LLC LIGHTHOUSE RENEWABLE HOLDINGS LLC MARSH LANDING HOLDCO LLC NATURAL GAS CA HOLDINGS LLC NIMH SOLAR HOLDINGS LLC OCOTILLO WINDPOWER HOLDINGS LLC PAWVA WIND HOLDINGS LLC PORTFOLIO SOLAR I, LLC ROSAMOND SOLAR HOLDCO LLC RPV HOLDING LLC SOLAR FLAGSTAFF ONE LLC SOLAR IGUANA LLC SOLAR LAS VEGAS MB 1 LLC SOLAR TABERNACLE LLC SOUTH TRENT HOLDINGS LLC SPP ASSET HOLDINGS, LLC SPP FUND II HOLDINGS, LLC SPP FUND II, LLC SPP FUND II-B, LLC SPP FUND III, LLC UTAH SOLAR MASTER HOLDCO LLC VP-ARICA PARENT HOLDINGS LLC WV WIND HOLDINGS LLC By: Name: Christopher S. Sotos Title: President DocuSign Envelope ID: B12ECF09-8218-4300-9D07-0CB90E705BC3

[Signature Page to Thirteenth Supplemental Indenture] DELAWARE TRUST COMPANY By: Name: Lici Zhu Title: Assistant Vice President

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Execution Version FIFTH SUPPLEMENTAL INDENTURE FIFTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of August 4, 2023, among Cedar Creek Wind Holdings LLC (“Cedar Creek”), Natural Gas CA Holdco LLC (“Natural Gas” and, together with Cedar Creek, the “Guaranteeing Subsidiaries”), subsidiaries of Clearway Energy Operating LLC (or its permitted successor), a Delaware limited liability company (the “Company”), the Company, the other Guarantors (as defined in the Indenture referred to herein) and Delaware Trust Company, as trustee under the Indenture referred to below (the “Trustee”). W I T N E S S E T H WHEREAS, the Company has heretofore executed and delivered to the Trustee an indenture (the “Indenture”), dated as of March 9, 2021 providing for the issuance of 3.750% Senior Notes due 2031 (the “Notes”); WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiaries shall execute and deliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiaries shall fully and unconditionally guarantee all of the Company’s Obligations under the Notes and the Indenture on the terms and conditions set forth herein (the “Subsidiary Guarantee”); and WHEREAS, pursuant to Sections 4.10 and 9.01 of the Indenture, the Trustee, the Company and the other Guarantors are authorized to execute and deliver this Supplemental Indenture. NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Guaranteeing Subsidiaries and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows: 1. CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture. 2. AGREEMENT TO GUARANTEE. The Guaranteeing Subsidiaries hereby become parties to the Indenture as Guarantors and as such will have all the rights and be subject to all the Obligations and agreements of a Guarantor under the Indenture. The Guaranteeing Subsidiaries hereby agree to provide full and unconditional Guarantees on the terms and subject to the conditions set forth in the Subsidiary Guarantee and in the Indenture including but not limited to Article 10 thereof. 3. NO RECOURSE AGAINST OTHERS. No director, officer, employee, incorporator or stockholder of the Company or any Guarantor, as such, will have any liability for any obligations of the Company or the Guarantors under the Notes, this Indenture, the Subsidiary Guarantees or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. The waiver may not be effective to waive liabilities under the federal securities laws.

[Signature Page to Fifth Supplemental Indenture] IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed and attested, all as of the date first above written. CEDAR CREEK WIND HOLDINGS LLC NATURAL GAS CA HOLDCO LLC By: Name: Christopher S. Sotos Title: President CLEARWAY ENERGY OPERATING LLC CLEARWAY ENERGY LLC DGPV HOLDING LLC By: Name: Christopher S. Sotos Title: President and Chief Executive Officer DocuSign Envelope ID: 21AA8330-7A70-45DA-987D-12E211DCA03D

[Signature Page to Fifth Supplemental Indenture] ALTA WIND 1-5 HOLDING COMPANY, LLC ALTA WIND COMPANY, LLC CAPISTRANO PORTFOLIO HOLDINGS LLC CBAD HOLDINGS II, LLC CLEARWAY SOLAR STAR LLC CWEN PINNACLE REPOWERING HOLDINGS LLC CWSP RATTLESNAKE HOLDING LLC DAGGETT SOLAR HOLDCO LLC DG-CS HOLDINGS LLC DG SREC HOLDCO LLC LANGFORD HOLDING LLC LIGHTHOUSE RENEWABLE HOLDINGS LLC MARSH LANDING HOLDCO LLC NATURAL GAS CA HOLDINGS LLC NIMH SOLAR HOLDINGS LLC OCOTILLO WINDPOWER HOLDINGS LLC PAWVA WIND HOLDINGS LLC PORTFOLIO SOLAR I, LLC ROSAMOND SOLAR HOLDCO LLC RPV HOLDING LLC SOLAR FLAGSTAFF ONE LLC SOLAR IGUANA LLC SOLAR LAS VEGAS MB 1 LLC SOLAR TABERNACLE LLC SOUTH TRENT HOLDINGS LLC SPP ASSET HOLDINGS, LLC SPP FUND II HOLDINGS, LLC SPP FUND II, LLC SPP FUND II-B, LLC SPP FUND III, LLC UTAH SOLAR MASTER HOLDCO LLC VP-ARICA PARENT HOLDINGS LLC WV WIND HOLDINGS LLC By: Name: Christopher S. Sotos Title: President DocuSign Envelope ID: B12ECF09-8218-4300-9D07-0CB90E705BC3

[Signature Page to Fifth Supplemental Indenture] DELAWARE TRUST COMPANY By: Name: Lici Zhu Title: Assistant Vice President

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Execution Version FOURTH SUPPLEMENTAL INDENTURE FOURTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of August 4, 2023, among Cedar Creek Wind Holdings LLC (“Cedar Creek”), Natural Gas CA Holdco LLC (“Natural Gas” and, together with Cedar Creek, the “Guaranteeing Subsidiaries”), subsidiaries of Clearway Energy Operating LLC (or its permitted successor), a Delaware limited liability company (the “Company”), the Company, the other Guarantors (as defined in the Indenture referred to herein) and Delaware Trust Company, as trustee under the Indenture referred to below (the “Trustee”). W I T N E S S E T H WHEREAS, the Company has heretofore executed and delivered to the Trustee an indenture (the “Indenture”), dated as of October 1, 2021 providing for the issuance of 3.750% Senior Notes due 2032 (the “Notes”); WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiaries shall execute and deliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiaries shall fully and unconditionally guarantee all of the Company’s Obligations under the Notes and the Indenture on the terms and conditions set forth herein (the “Subsidiary Guarantee”); and WHEREAS, pursuant to Sections 4.10 and 9.01 of the Indenture, the Trustee, the Company and the other Guarantors are authorized to execute and deliver this Supplemental Indenture. NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Guaranteeing Subsidiaries and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows: 1. CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture. 2. AGREEMENT TO GUARANTEE. The Guaranteeing Subsidiaries hereby become parties to the Indenture as Guarantors and as such will have all the rights and be subject to all the Obligations and agreements of a Guarantor under the Indenture. The Guaranteeing Subsidiaries hereby agree to provide full and unconditional Guarantees on the terms and subject to the conditions set forth in the Subsidiary Guarantee and in the Indenture including but not limited to Article 10 thereof. 3. NO RECOURSE AGAINST OTHERS. No director, officer, employee, incorporator or stockholder of the Company or any Guarantor, as such, will have any liability for any obligations of the Company or the Guarantors under the Notes, this Indenture, the Subsidiary Guarantees or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. The waiver may not be effective to waive liabilities under the federal securities laws.

[Signature Page to Fourth Supplemental Indenture] IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed and attested, all as of the date first above written. CEDAR CREEK WIND HOLDINGS LLC NATURAL GAS CA HOLDCO LLC By: Name: Christopher S. Sotos Title: President CLEARWAY ENERGY OPERATING LLC CLEARWAY ENERGY LLC DGPV HOLDING LLC By: Name: Christopher S. Sotos Title: President and Chief Executive Officer DocuSign Envelope ID: 21AA8330-7A70-45DA-987D-12E211DCA03D

[Signature Page to Fourth Supplemental Indenture] ALTA WIND 1-5 HOLDING COMPANY, LLC ALTA WIND COMPANY, LLC CAPISTRANO PORTFOLIO HOLDINGS LLC CBAD HOLDINGS II, LLC CLEARWAY SOLAR STAR LLC CWEN PINNACLE REPOWERING HOLDINGS LLC CWSP RATTLESNAKE HOLDING LLC DAGGETT SOLAR HOLDCO LLC DG-CS HOLDINGS LLC DG SREC HOLDCO LLC LANGFORD HOLDING LLC LIGHTHOUSE RENEWABLE HOLDINGS LLC MARSH LANDING HOLDCO LLC NATURAL GAS CA HOLDINGS LLC NIMH SOLAR HOLDINGS LLC OCOTILLO WINDPOWER HOLDINGS LLC PAWVA WIND HOLDINGS LLC PORTFOLIO SOLAR I, LLC ROSAMOND SOLAR HOLDCO LLC RPV HOLDING LLC SOLAR FLAGSTAFF ONE LLC SOLAR IGUANA LLC SOLAR LAS VEGAS MB 1 LLC SOLAR TABERNACLE LLC SOUTH TRENT HOLDINGS LLC SPP ASSET HOLDINGS, LLC SPP FUND II HOLDINGS, LLC SPP FUND II, LLC SPP FUND II-B, LLC SPP FUND III, LLC UTAH SOLAR MASTER HOLDCO LLC VP-ARICA PARENT HOLDINGS LLC WV WIND HOLDINGS LLC By: Name: Christopher S. Sotos Title: President DocuSign Envelope ID: B12ECF09-8218-4300-9D07-0CB90E705BC3

[Signature Page to Fourth Supplemental Indenture] DELAWARE TRUST COMPANY By: Name: Lici Zhu Title: Assistant Vice President

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Execution Version FOURTEENTH SUPPLEMENTAL INDENTURE FOURTEENTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of November 13, 2023, among Dan’s Mountain Parent Holdings LLC (“Dan’s Mountain”), Cedro Hill BL Borrower Holdco LLC (“Cedro Hill” and, together with Dan’s Mountain, the “Guaranteeing Subsidiaries”), subsidiaries of Clearway Energy Operating LLC (or its permitted successor), a Delaware limited liability company (the “Company”), the Company, the other Guarantors (as defined in the Indenture referred to herein) and Delaware Trust Company, as trustee under the Indenture referred to below (the “Trustee”). W I T N E S S E T H WHEREAS, the Company has heretofore executed and delivered to the Trustee an indenture (the “Indenture”), dated as of December 11, 2019 providing for the issuance of 4.750% Senior Notes due 2028 (the “Notes”); WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiaries shall execute and deliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiaries shall fully and unconditionally guarantee all of the Company’s Obligations under the Notes and the Indenture on the terms and conditions set forth herein (the “Subsidiary Guarantee”); and WHEREAS, pursuant to Sections 4.10 and 9.01 of the Indenture, the Trustee, the Company and the other Guarantors are authorized to execute and deliver this Supplemental Indenture. NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Guaranteeing Subsidiaries and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows: 1. CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture. 2. AGREEMENT TO GUARANTEE. The Guaranteeing Subsidiaries hereby become parties to the Indenture as Guarantors and as such will have all the rights and be subject to all the Obligations and agreements of a Guarantor under the Indenture. The Guaranteeing Subsidiaries hereby agree to provide full and unconditional Guarantees on the terms and subject to the conditions set forth in the Subsidiary Guarantee and in the Indenture including but not limited to Article 10 thereof. 3. NO RECOURSE AGAINST OTHERS. No director, officer, employee, incorporator or stockholder of the Company or any Guarantor, as such, will have any liability for any obligations of the Company or the Guarantors under the Notes, this Indenture, the Subsidiary Guarantees or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. The waiver may not be effective to waive liabilities under the federal securities laws.

[Signature Page to Fourteenth Supplemental Indenture] IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed and attested, all as of the date first above written. DAN’S MOUNTAIN PARENT HOLDINGS LLC CEDRO HILL BL BORROWER HOLDCO LLC By: Name: Christopher S. Sotos Title: President CLEARWAY ENERGY OPERATING LLC CLEARWAY ENERGY LLC DGPV HOLDING LLC By: Name: Christopher S. Sotos Title: President and Chief Executive Officer DocuSign Envelope ID: 52D2BDA8-3E31-4830-8022-04345508AAC0

[Signature Page to Fourteenth Supplemental Indenture] ALTA WIND 1-5 HOLDING COMPANY, LLC ALTA WIND COMPANY, LLC CAPISTRANO PORTFOLIO HOLDINGS LLC CBAD HOLDINGS II, LLC CEDAR CREEK WIND HOLDINGS LLC CLEARWAY SOLAR STAR LLC CWEN PINNACLE REPOWERING HOLDINGS LLC CWSP RATTLESNAKE HOLDING LLC DAGGETT SOLAR HOLDCO LLC DG-CS HOLDINGS LLC DG SREC HOLDCO LLC LANGFORD HOLDING LLC LIGHTHOUSE RENEWABLE HOLDINGS LLC MARSH LANDING HOLDCO LLC NATURAL GAS CA HOLDCO LLC NATURAL GAS CA HOLDINGS LLC NIMH SOLAR HOLDINGS LLC OCOTILLO WINDPOWER HOLDINGS LLC PAWVA WIND HOLDINGS LLC PORTFOLIO SOLAR I, LLC ROSAMOND SOLAR HOLDCO LLC RPV HOLDING LLC SOLAR FLAGSTAFF ONE LLC SOLAR IGUANA LLC SOLAR LAS VEGAS MB 1 LLC SOLAR TABERNACLE LLC SOUTH TRENT HOLDINGS LLC SPP ASSET HOLDINGS, LLC SPP FUND II HOLDINGS, LLC SPP FUND II, LLC SPP FUND II-B, LLC SPP FUND III, LLC UTAH SOLAR MASTER HOLDCO LLC VP-ARICA PARENT HOLDINGS LLC WV WIND HOLDINGS LLC By: Name: Christopher S. Sotos Title: President DocuSign Envelope ID: 52D2BDA8-3E31-4830-8022-04345508AAC0

[Signature Page to Fourteenth Supplemental Indenture] DELAWARE TRUST COMPANY By: Name: Title: Lici Zhu Assistant Vice President

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Execution Version SIXTH SUPPLEMENTAL INDENTURE SIXTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of November 13, 2023, among Dan’s Mountain Parent Holdings LLC (“Dan’s Mountain”), Cedro Hill BL Borrower Holdco LLC (“Cedro Hill” and, together with Dan’s Mountain, the “Guaranteeing Subsidiaries”), subsidiaries of Clearway Energy Operating LLC (or its permitted successor), a Delaware limited liability company (the “Company”), the Company, the other Guarantors (as defined in the Indenture referred to herein) and Delaware Trust Company, as trustee under the Indenture referred to below (the “Trustee”). W I T N E S S E T H WHEREAS, the Company has heretofore executed and delivered to the Trustee an indenture (the “Indenture”), dated as of March 9, 2021 providing for the issuance of 3.750% Senior Notes due 2031 (the “Notes”); WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiaries shall execute and deliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiaries shall fully and unconditionally guarantee all of the Company’s Obligations under the Notes and the Indenture on the terms and conditions set forth herein (the “Subsidiary Guarantee”); and WHEREAS, pursuant to Sections 4.10 and 9.01 of the Indenture, the Trustee, the Company and the other Guarantors are authorized to execute and deliver this Supplemental Indenture. NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Guaranteeing Subsidiaries and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows: 1. CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture. 2. AGREEMENT TO GUARANTEE. The Guaranteeing Subsidiaries hereby become parties to the Indenture as Guarantors and as such will have all the rights and be subject to all the Obligations and agreements of a Guarantor under the Indenture. The Guaranteeing Subsidiaries hereby agree to provide full and unconditional Guarantees on the terms and subject to the conditions set forth in the Subsidiary Guarantee and in the Indenture including but not limited to Article 10 thereof. 3. NO RECOURSE AGAINST OTHERS. No director, officer, employee, incorporator or stockholder of the Company or any Guarantor, as such, will have any liability for any obligations of the Company or the Guarantors under the Notes, this Indenture, the Subsidiary Guarantees or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. The waiver may not be effective to waive liabilities under the federal securities laws.

[Signature Page to Sixth Supplemental Indenture] IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed and attested, all as of the date first above written. DAN’S MOUNTAIN PARENT HOLDINGS LLC CEDRO HILL BL BORROWER HOLDCO LLC By: Name: Christopher S. Sotos Title: President CLEARWAY ENERGY OPERATING LLC CLEARWAY ENERGY LLC DGPV HOLDING LLC By: Name: Christopher S. Sotos Title: President and Chief Executive Officer DocuSign Envelope ID: 52D2BDA8-3E31-4830-8022-04345508AAC0

[Signature Page to Sixth Supplemental Indenture] ALTA WIND 1-5 HOLDING COMPANY, LLC ALTA WIND COMPANY, LLC CAPISTRANO PORTFOLIO HOLDINGS LLC CBAD HOLDINGS II, LLC CEDAR CREEK WIND HOLDINGS LLC CLEARWAY SOLAR STAR LLC CWEN PINNACLE REPOWERING HOLDINGS LLC CWSP RATTLESNAKE HOLDING LLC DAGGETT SOLAR HOLDCO LLC DG-CS HOLDINGS LLC DG SREC HOLDCO LLC LANGFORD HOLDING LLC LIGHTHOUSE RENEWABLE HOLDINGS LLC MARSH LANDING HOLDCO LLC NATURAL GAS CA HOLDCO LLC NATURAL GAS CA HOLDINGS LLC NIMH SOLAR HOLDINGS LLC OCOTILLO WINDPOWER HOLDINGS LLC PAWVA WIND HOLDINGS LLC PORTFOLIO SOLAR I, LLC ROSAMOND SOLAR HOLDCO LLC RPV HOLDING LLC SOLAR FLAGSTAFF ONE LLC SOLAR IGUANA LLC SOLAR LAS VEGAS MB 1 LLC SOLAR TABERNACLE LLC SOUTH TRENT HOLDINGS LLC SPP ASSET HOLDINGS, LLC SPP FUND II HOLDINGS, LLC SPP FUND II, LLC SPP FUND II-B, LLC SPP FUND III, LLC UTAH SOLAR MASTER HOLDCO LLC VP-ARICA PARENT HOLDINGS LLC WV WIND HOLDINGS LLC By: Name: Christopher S. Sotos Title: President DocuSign Envelope ID: 52D2BDA8-3E31-4830-8022-04345508AAC0

[Signature Page to Sixth Supplemental Indenture] DELAWARE TRUST COMPANY By: Name: Title: Lici Zhu Assistant Vice President

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Execution Version FIFTH SUPPLEMENTAL INDENTURE FIFTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of November 13, 2023, among Dan’s Mountain Parent Holdings LLC (“Dan’s Mountain”), Cedro Hill BL Borrower Holdco LLC (“Cedro Hill” and, together with Dan’s Mountain, the “Guaranteeing Subsidiaries”), subsidiaries of Clearway Energy Operating LLC (or its permitted successor), a Delaware limited liability company (the “Company”), the Company, the other Guarantors (as defined in the Indenture referred to herein) and Delaware Trust Company, as trustee under the Indenture referred to below (the “Trustee”). W I T N E S S E T H WHEREAS, the Company has heretofore executed and delivered to the Trustee an indenture (the “Indenture”), dated as of October 1, 2021 providing for the issuance of 3.750% Senior Notes due 2032 (the “Notes”); WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiaries shall execute and deliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiaries shall fully and unconditionally guarantee all of the Company’s Obligations under the Notes and the Indenture on the terms and conditions set forth herein (the “Subsidiary Guarantee”); and WHEREAS, pursuant to Sections 4.10 and 9.01 of the Indenture, the Trustee, the Company and the other Guarantors are authorized to execute and deliver this Supplemental Indenture. NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Guaranteeing Subsidiaries and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows: 1. CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture. 2. AGREEMENT TO GUARANTEE. The Guaranteeing Subsidiaries hereby become parties to the Indenture as Guarantors and as such will have all the rights and be subject to all the Obligations and agreements of a Guarantor under the Indenture. The Guaranteeing Subsidiaries hereby agree to provide full and unconditional Guarantees on the terms and subject to the conditions set forth in the Subsidiary Guarantee and in the Indenture including but not limited to Article 10 thereof. 3. NO RECOURSE AGAINST OTHERS. No director, officer, employee, incorporator or stockholder of the Company or any Guarantor, as such, will have any liability for any obligations of the Company or the Guarantors under the Notes, this Indenture, the Subsidiary Guarantees or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. The waiver may not be effective to waive liabilities under the federal securities laws.

[Signature Page to Fifth Supplemental Indenture] IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed and attested, all as of the date first above written. DAN’S MOUNTAIN PARENT HOLDINGS LLC CEDRO HILL BL BORROWER HOLDCO LLC By: Name: Christopher S. Sotos Title: President CLEARWAY ENERGY OPERATING LLC CLEARWAY ENERGY LLC DGPV HOLDING LLC By: Name: Christopher S. Sotos Title: President and Chief Executive Officer DocuSign Envelope ID: 52D2BDA8-3E31-4830-8022-04345508AAC0

[Signature Page to Fifth Supplemental Indenture] ALTA WIND 1-5 HOLDING COMPANY, LLC ALTA WIND COMPANY, LLC CAPISTRANO PORTFOLIO HOLDINGS LLC CBAD HOLDINGS II, LLC CEDAR CREEK WIND HOLDINGS LLC CLEARWAY SOLAR STAR LLC CWEN PINNACLE REPOWERING HOLDINGS LLC CWSP RATTLESNAKE HOLDING LLC DAGGETT SOLAR HOLDCO LLC DG-CS HOLDINGS LLC DG SREC HOLDCO LLC LANGFORD HOLDING LLC LIGHTHOUSE RENEWABLE HOLDINGS LLC MARSH LANDING HOLDCO LLC NATURAL GAS CA HOLDCO LLC NATURAL GAS CA HOLDINGS LLC NIMH SOLAR HOLDINGS LLC OCOTILLO WINDPOWER HOLDINGS LLC PAWVA WIND HOLDINGS LLC PORTFOLIO SOLAR I, LLC ROSAMOND SOLAR HOLDCO LLC RPV HOLDING LLC SOLAR FLAGSTAFF ONE LLC SOLAR IGUANA LLC SOLAR LAS VEGAS MB 1 LLC SOLAR TABERNACLE LLC SOUTH TRENT HOLDINGS LLC SPP ASSET HOLDINGS, LLC SPP FUND II HOLDINGS, LLC SPP FUND II, LLC SPP FUND II-B, LLC SPP FUND III, LLC UTAH SOLAR MASTER HOLDCO LLC VP-ARICA PARENT HOLDINGS LLC WV WIND HOLDINGS LLC By: Name: Christopher S. Sotos Title: President DocuSign Envelope ID: 52D2BDA8-3E31-4830-8022-04345508AAC0

[Signature Page to Fifth Supplemental Indenture] DELAWARE TRUST COMPANY By: Name: Title: Lici Zhu Assistant Vice President

a435fifteenth-rosamondso

Execution Version FIFTEENTH SUPPLEMENTAL INDENTURE FIFTEENTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of May 30, 2024, among Rosamond South Holdco LLC (the “Guaranteeing Subsidiary”), a subsidiary of Clearway Energy Operating LLC (or its permitted successor), a Delaware limited liability company (the “Company”), the Company, the other Guarantors (as defined in the Indenture referred to herein) and Delaware Trust Company, as trustee under the Indenture referred to below (the “Trustee”). W I T N E S S E T H WHEREAS, the Company has heretofore executed and delivered to the Trustee an indenture (the “Indenture”), dated as of December 11, 2019 providing for the issuance of 4.750% Senior Notes due 2028 (the “Notes”); WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiary shall fully and unconditionally guarantee all of the Company’s Obligations under the Notes and the Indenture on the terms and conditions set forth herein (the “Subsidiary Guarantee”); and WHEREAS, pursuant to Sections 4.10 and 9.01 of the Indenture, the Trustee, the Company and the other Guarantors are authorized to execute and deliver this Supplemental Indenture. NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Guaranteeing Subsidiary and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows: 1. CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture. 2. AGREEMENT TO GUARANTEE. The Guaranteeing Subsidiary hereby becomes party to the Indenture as a Guarantor and as such will have all the rights and be subject to all the Obligations and agreements of a Guarantor under the Indenture. The Guaranteeing Subsidiary hereby agrees to provide full and unconditional Guarantees on the terms and subject to the conditions set forth in the Subsidiary Guarantee and in the Indenture including but not limited to Article 10 thereof. 3. NO RECOURSE AGAINST OTHERS. No director, officer, employee, incorporator or stockholder of the Company or any Guarantor, as such, will have any liability for any obligations of the Company or the Guarantors under the Notes, this Indenture, the Subsidiary Guarantees or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. The waiver may not be effective to waive liabilities under the federal securities laws.

2 4. NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. 5. COUNTERPARTS. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. 6. EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall not affect the construction hereof. 7. THE TRUSTEE. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiary and the Company. 8. RATIFICATION OF INDENTURE; SUPPLEMENTAL INDENTURE FOR ADDITIONAL GUARANTEES PART OF INDENTURE. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture for Additional Guarantees shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered shall by bound hereby. 9. ELECTRONIC SIGNATURES. Each of the transaction parties agrees on behalf of itself, and any Person acting or claiming by, under or through such transaction party, that any written instrument delivered in connection with this Supplemental Indenture, the Indenture or any related document, including without limitation any amendments or supplements to such documents, may be executed by electronic methods (whether by .pdf scan or utilization of an electronic signature platform or application). Any electronic signature document delivered via email from an Officer of the Company, the Guaranteeing Subsidiary or any other Guarantor to the Trustee shall be considered signed or executed by such person on behalf of the Company, the Guaranteeing Subsidiary, or such other Guarantor, as applicable. Each of the Company, the Guaranteeing Subsidiary, and the other Guarantors agree to assume all risks arising out of the use of electronic methods for all purposes including the authorization, execution, delivery, or submission of documents, instruments, notices, directions, instructions, reports, opinions and certificates to the Trustee, including without limitation the risk of the Trustee acting on unauthorized instructions, and the risk of interception and misuse by third parties. Any electronic signature shall have the same legal validity and enforceability as a manually executed signature to the fullest extent permitted by applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any similar federal or state law, rule or regulation, as the same may be in effect from time to time, and the parties hereby waive any objection to the contrary. Any document accepted, executed or agreed to in conformity with such laws will be binding on all parties hereto to the same extent as if it were physically executed and each party hereby consents to the use of any third party electronic signature capture service providers as may be reasonably chosen by a signatory hereto.

[Signature Page to Fifteenth Supplemental Indenture] IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed and attested, all as of the date first above written. ROSAMOND SOUTH HOLDCO LLC By: Name: Christopher S. Sotos Title: President CLEARWAY ENERGY OPERATING LLC CLEARWAY ENERGY LLC DGPV HOLDING LLC By: Name: Christopher S. Sotos Title: President and Chief Executive Officer DocuSign Envelope ID: 88B480E5-1F2E-469E-9A54-7AF7C2D7CCAB

[Signature Page to Fifteenth Supplemental Indenture] ALTA WIND 1-5 HOLDING COMPANY, LLC ALTA WIND COMPANY, LLC CAPISTRANO PORTFOLIO HOLDINGS LLC CBAD HOLDINGS II, LLC CEDAR CREEK WIND HOLDINGS LLC CEDRO HILL BL BORROWER HOLDCO LLC CLEARWAY SOLAR STAR LLC CWEN PINNACLE REPOWERING HOLDINGS LLC CWSP RATTLESNAKE HOLDING LLC DAGGETT SOLAR HOLDCO LLC DAN’S MOUNTAIN PARENT HOLDINGS LLC DG-CS HOLDINGS LLC DG SREC HOLDCO LLC LANGFORD HOLDING LLC LIGHTHOUSE RENEWABLE HOLDINGS LLC MARSH LANDING HOLDCO LLC NATURAL GAS CA HOLDCO LLC NATURAL GAS CA HOLDINGS LLC NIMH SOLAR HOLDINGS LLC OCOTILLO WINDPOWER HOLDINGS LLC PORTFOLIO SOLAR I, LLC ROSAMOND SOLAR HOLDCO LLC RPV HOLDING LLC SOLAR FLAGSTAFF ONE LLC SOLAR IGUANA LLC SOLAR LAS VEGAS MB 1 LLC SOLAR TABERNACLE LLC SOUTH TRENT HOLDINGS LLC SPP ASSET HOLDINGS, LLC SPP FUND II HOLDINGS, LLC SPP FUND II, LLC SPP FUND II-B, LLC SPP FUND III, LLC UTAH SOLAR MASTER HOLDCO LLC VP-ARICA PARENT HOLDINGS LLC WASHINGTON WIND HOLDINGS LLC WV WIND HOLDINGS LLC By: Name: Christopher S. Sotos Title: President DocuSign Envelope ID: ABFD99EA-3B7D-4714-93D8-D219862ED17E

[Signature Page to Fifteenth Supplemental Indenture] DELAWARE TRUST COMPANY By: Name: Title: Gregory Daniels Vice President

a436seventh-053024xrosam

Execution Version SEVENTH SUPPLEMENTAL INDENTURE SEVENTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of May 30, 2024, among Rosamond South Holdco LLC (the “Guaranteeing Subsidiary”), a subsidiary of Clearway Energy Operating LLC (or its permitted successor), a Delaware limited liability company (the “Company”), the Company, the other Guarantors (as defined in the Indenture referred to herein) and Delaware Trust Company, as trustee under the Indenture referred to below (the “Trustee”). W I T N E S S E T H WHEREAS, the Company has heretofore executed and delivered to the Trustee an indenture (the “Indenture”), dated as of March 9, 2021 providing for the issuance of 3.750% Senior Notes due 2031 (the “Notes”); WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiary shall fully and unconditionally guarantee all of the Company’s Obligations under the Notes and the Indenture on the terms and conditions set forth herein (the “Subsidiary Guarantee”); and WHEREAS, pursuant to Sections 4.10 and 9.01 of the Indenture, the Trustee, the Company and the other Guarantors are authorized to execute and deliver this Supplemental Indenture. NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Guaranteeing Subsidiary and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows: 1. CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture. 2. AGREEMENT TO GUARANTEE. The Guaranteeing Subsidiary hereby becomes a party to the Indenture as a Guarantor and as such will have all the rights and be subject to all the Obligations and agreements of a Guarantor under the Indenture. The Guaranteeing Subsidiary hereby agrees to provide full and unconditional Guarantees on the terms and subject to the conditions set forth in the Subsidiary Guarantee and in the Indenture including but not limited to Article 10 thereof. 3. NO RECOURSE AGAINST OTHERS. No director, officer, employee, incorporator or stockholder of the Company or any Guarantor, as such, will have any liability for any obligations of the Company or the Guarantors under the Notes, this Indenture, the Subsidiary Guarantees or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. The waiver may not be effective to waive liabilities under the federal securities laws.

2 4. NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. 5. COUNTERPARTS. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. 6. EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall not affect the construction hereof. 7. THE TRUSTEE. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiary and the Company. 8. RATIFICATION OF INDENTURE; SUPPLEMENTAL INDENTURE FOR ADDITIONAL GUARANTEES PART OF INDENTURE. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture for Additional Guarantees shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered shall by bound hereby. 9. ELECTRONIC SIGNATURES. Each of the transaction parties agrees on behalf of itself, and any Person acting or claiming by, under or through such transaction party, that any written instrument delivered in connection with this Supplemental Indenture, the Indenture or any related document, including without limitation any amendments or supplements to such documents, may be executed by electronic methods (whether by .pdf scan or utilization of an electronic signature platform or application). Any electronic signature document delivered via email from an Officer of the Company, the Guaranteeing Subsidiary or any other Guarantor to the Trustee shall be considered signed or executed by such person on behalf of the Company, the Guaranteeing Subsidiary, or such other Guarantor, as applicable. Each of the Company, the Guaranteeing Subsidiary, and the other Guarantors agree to assume all risks arising out of the use of electronic methods for all purposes including the authorization, execution, delivery, or submission of documents, instruments, notices, directions, instructions, reports, opinions and certificates to the Trustee, including without limitation the risk of the Trustee acting on unauthorized instructions, and the risk of interception and misuse by third parties. Any electronic signature shall have the same legal validity and enforceability as a manually executed signature to the fullest extent permitted by applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any similar federal or state law, rule or regulation, as the same may be in effect from time to time, and the parties hereby waive any objection to the contrary. Any document accepted, executed or agreed to in conformity with such laws will be binding on all parties hereto to the same extent as if it were physically executed and each party hereby consents to the use of any third party electronic signature capture service providers as may be reasonably chosen by a signatory hereto.

[Signature Page to Seventh Supplemental Indenture] IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed and attested, all as of the date first above written. ROSAMOND SOUTH HOLDCO LLC By: Name: Christopher S. Sotos Title: President CLEARWAY ENERGY OPERATING LLC CLEARWAY ENERGY LLC DGPV HOLDING LLC By: Name: Christopher S. Sotos Title: President and Chief Executive Officer DocuSign Envelope ID: 88B480E5-1F2E-469E-9A54-7AF7C2D7CCAB

[Signature Page to Seventh Supplemental Indenture] ALTA WIND 1-5 HOLDING COMPANY, LLC ALTA WIND COMPANY, LLC CAPISTRANO PORTFOLIO HOLDINGS LLC CBAD HOLDINGS II, LLC CEDAR CREEK WIND HOLDINGS LLC CEDRO HILL BL BORROWER HOLDCO LLC CLEARWAY SOLAR STAR LLC CWEN PINNACLE REPOWERING HOLDINGS LLC CWSP RATTLESNAKE HOLDING LLC DAGGETT SOLAR HOLDCO LLC DAN’S MOUNTAIN PARENT HOLDINGS LLC DG-CS HOLDINGS LLC DG SREC HOLDCO LLC LANGFORD HOLDING LLC LIGHTHOUSE RENEWABLE HOLDINGS LLC MARSH LANDING HOLDCO LLC NATURAL GAS CA HOLDCO LLC NATURAL GAS CA HOLDINGS LLC NIMH SOLAR HOLDINGS LLC OCOTILLO WINDPOWER HOLDINGS LLC PORTFOLIO SOLAR I, LLC ROSAMOND SOLAR HOLDCO LLC RPV HOLDING LLC SOLAR FLAGSTAFF ONE LLC SOLAR IGUANA LLC SOLAR LAS VEGAS MB 1 LLC SOLAR TABERNACLE LLC SOUTH TRENT HOLDINGS LLC SPP ASSET HOLDINGS, LLC SPP FUND II HOLDINGS, LLC SPP FUND II, LLC SPP FUND II-B, LLC SPP FUND III, LLC UTAH SOLAR MASTER HOLDCO LLC VP-ARICA PARENT HOLDINGS LLC WASHINGTON WIND HOLDINGS LLC WV WIND HOLDINGS LLC By: Name: Christopher S. Sotos Title: President DocuSign Envelope ID: ABFD99EA-3B7D-4714-93D8-D219862ED17E

[Signature Page to Seventh Supplemental Indenture] DELAWARE TRUST COMPANY By: Name: Title: Gregory Daniels Vice President

a437sixth-053024xrosamon

Execution Version SIXTH SUPPLEMENTAL INDENTURE SIXTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of May 30, 2024, among Rosamond South Holdco LLC (the “Guaranteeing Subsidiary”), a subsidiary of Clearway Energy Operating LLC (or its permitted successor), a Delaware limited liability company (the “Company”), the Company, the other Guarantors (as defined in the Indenture referred to herein) and Delaware Trust Company, as trustee under the Indenture referred to below (the “Trustee”). W I T N E S S E T H WHEREAS, the Company has heretofore executed and delivered to the Trustee an indenture (the “Indenture”), dated as of October 1, 2021 providing for the issuance of 3.750% Senior Notes due 2032 (the “Notes”); WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiary shall fully and unconditionally guarantee all of the Company’s Obligations under the Notes and the Indenture on the terms and conditions set forth herein (the “Subsidiary Guarantee”); and WHEREAS, pursuant to Sections 4.10 and 9.01 of the Indenture, the Trustee, the Company and the other Guarantors are authorized to execute and deliver this Supplemental Indenture. NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Guaranteeing Subsidiary and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows: 1. CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture. 2. AGREEMENT TO GUARANTEE. The Guaranteeing Subsidiary hereby becomes party to the Indenture as a Guarantor and as such will have all the rights and be subject to all the Obligations and agreements of a Guarantor under the Indenture. The Guaranteeing Subsidiary hereby agrees to provide full and unconditional Guarantees on the terms and subject to the conditions set forth in the Subsidiary Guarantee and in the Indenture including but not limited to Article 10 thereof. 3. NO RECOURSE AGAINST OTHERS. No director, officer, employee, incorporator or stockholder of the Company or any Guarantor, as such, will have any liability for any obligations of the Company or the Guarantors under the Notes, this Indenture, the Subsidiary Guarantees or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. The waiver may not be effective to waive liabilities under the federal securities laws.

2 4. NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. 5. COUNTERPARTS. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. 6. EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall not affect the construction hereof. 7. THE TRUSTEE. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiary and the Company. 8. RATIFICATION OF INDENTURE; SUPPLEMENTAL INDENTURE FOR ADDITIONAL GUARANTEES PART OF INDENTURE. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture for Additional Guarantees shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered shall by bound hereby. 9. ELECTRONIC SIGNATURES. Each of the transaction parties agrees on behalf of itself, and any Person acting or claiming by, under or through such transaction party, that any written instrument delivered in connection with this Supplemental Indenture, the Indenture or any related document, including without limitation any amendments or supplements to such documents, may be executed by electronic methods (whether by .pdf scan or utilization of an electronic signature platform or application). Any electronic signature document delivered via email from an Officer of the Company, the Guaranteeing Subsidiary or any other Guarantor to the Trustee shall be considered signed or executed by such person on behalf of the Company, the Guaranteeing Subsidiary, or such other Guarantor, as applicable. Each of the Company, the Guaranteeing Subsidiary, and the other Guarantors agree to assume all risks arising out of the use of electronic methods for all purposes including the authorization, execution, delivery, or submission of documents, instruments, notices, directions, instructions, reports, opinions and certificates to the Trustee, including without limitation the risk of the Trustee acting on unauthorized instructions, and the risk of interception and misuse by third parties. Any electronic signature shall have the same legal validity and enforceability as a manually executed signature to the fullest extent permitted by applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any similar federal or state law, rule or regulation, as the same may be in effect from time to time, and the parties hereby waive any objection to the contrary. Any document accepted, executed or agreed to in conformity with such laws will be binding on all parties hereto to the same extent as if it were physically executed and each party hereby consents to the use of any third party electronic signature capture service providers as may be reasonably chosen by a signatory hereto.

[Signature Page to Sixth Supplemental Indenture] IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed and attested, all as of the date first above written. ROSAMOND SOUTH HOLDCO LLC By: Name: Christopher S. Sotos Title: President CLEARWAY ENERGY OPERATING LLC CLEARWAY ENERGY LLC DGPV HOLDING LLC By: Name: Christopher S. Sotos Title: President and Chief Executive Officer DocuSign Envelope ID: 88B480E5-1F2E-469E-9A54-7AF7C2D7CCAB

[Signature Page to Sixth Supplemental Indenture] ALTA WIND 1-5 HOLDING COMPANY, LLC ALTA WIND COMPANY, LLC CAPISTRANO PORTFOLIO HOLDINGS LLC CBAD HOLDINGS II, LLC CEDAR CREEK WIND HOLDINGS LLC CEDRO HILL BL BORROWER HOLDCO LLC CLEARWAY SOLAR STAR LLC CWEN PINNACLE REPOWERING HOLDINGS LLC CWSP RATTLESNAKE HOLDING LLC DAGGETT SOLAR HOLDCO LLC DAN’S MOUNTAIN PARENT HOLDINGS LLC DG-CS HOLDINGS LLC DG SREC HOLDCO LLC LANGFORD HOLDING LLC LIGHTHOUSE RENEWABLE HOLDINGS LLC MARSH LANDING HOLDCO LLC NATURAL GAS CA HOLDCO LLC NATURAL GAS CA HOLDINGS LLC NIMH SOLAR HOLDINGS LLC OCOTILLO WINDPOWER HOLDINGS LLC PORTFOLIO SOLAR I, LLC ROSAMOND SOLAR HOLDCO LLC RPV HOLDING LLC SOLAR FLAGSTAFF ONE LLC SOLAR IGUANA LLC SOLAR LAS VEGAS MB 1 LLC SOLAR TABERNACLE LLC SOUTH TRENT HOLDINGS LLC SPP ASSET HOLDINGS, LLC SPP FUND II HOLDINGS, LLC SPP FUND II, LLC SPP FUND II-B, LLC SPP FUND III, LLC UTAH SOLAR MASTER HOLDCO LLC VP-ARICA PARENT HOLDINGS LLC WASHINGTON WIND HOLDINGS LLC WV WIND HOLDINGS LLC By: Name: Christopher S. Sotos Title: President DocuSign Envelope ID: ABFD99EA-3B7D-4714-93D8-D219862ED17E

[Signature Page to Sixth Supplemental Indenture] DELAWARE TRUST COMPANY By: Name: Title: Gregory Daniels Vice President

a438sixteenth-lvxdaggett

Execution Version SIXTEENTH SUPPLEMENTAL INDENTURE SIXTEENTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of July 17, 2024, among LV-Daggett Parent Holdings LLC (the “Guaranteeing Subsidiary”), a subsidiary of Clearway Energy Operating LLC (or its permitted successor), a Delaware limited liability company (the “Company”), the Company, the other Guarantors (as defined in the Indenture referred to herein) and Delaware Trust Company, as trustee under the Indenture referred to below (the “Trustee”). W I T N E S S E T H WHEREAS, the Company has heretofore executed and delivered to the Trustee an indenture (the “Indenture”), dated as of December 11, 2019 providing for the issuance of 4.750% Senior Notes due 2028 (the “Notes”); WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiary shall fully and unconditionally guarantee all of the Company’s Obligations under the Notes and the Indenture on the terms and conditions set forth herein (the “Subsidiary Guarantee”); and WHEREAS, pursuant to Sections 4.10 and 9.01 of the Indenture, the Trustee, the Company and the other Guarantors are authorized to execute and deliver this Supplemental Indenture. NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Guaranteeing Subsidiary and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows: 1. CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture. 2. AGREEMENT TO GUARANTEE. The Guaranteeing Subsidiary hereby becomes party to the Indenture as a Guarantor and as such will have all the rights and be subject to all the Obligations and agreements of a Guarantor under the Indenture. The Guaranteeing Subsidiary hereby agrees to provide full and unconditional Guarantees on the terms and subject to the conditions set forth in the Subsidiary Guarantee and in the Indenture including but not limited to Article 10 thereof. 3. NO RECOURSE AGAINST OTHERS. No director, officer, employee, incorporator or stockholder of the Company or any Guarantor, as such, will have any liability for any obligations of the Company or the Guarantors under the Notes, this Indenture, the Subsidiary Guarantees or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. The waiver may not be effective to waive liabilities under the federal securities laws.

76151069.3 2 4. NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. 5. COUNTERPARTS. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. 6. EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall not affect the construction hereof. 7. THE TRUSTEE. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiary and the Company. 8. RATIFICATION OF INDENTURE; SUPPLEMENTAL INDENTURE FOR ADDITIONAL GUARANTEES PART OF INDENTURE. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture for Additional Guarantees shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered shall by bound hereby. 9. ELECTRONIC SIGNATURES. Each of the transaction parties agrees on behalf of itself, and any Person acting or claiming by, under or through such transaction party, that any written instrument delivered in connection with this Supplemental Indenture, the Indenture or any related document, including without limitation any amendments or supplements to such documents, may be executed by electronic methods (whether by .pdf scan or utilization of an electronic signature platform or application). Any electronic signature document delivered via email from an Officer of the Company, the Guaranteeing Subsidiary or any other Guarantor to the Trustee shall be considered signed or executed by such person on behalf of the Company, the Guaranteeing Subsidiary, or such other Guarantor, as applicable. Each of the Company, the Guaranteeing Subsidiary, and the other Guarantors agree to assume all risks arising out of the use of electronic methods for all purposes including the authorization, execution, delivery, or submission of documents, instruments, notices, directions, instructions, reports, opinions and certificates to the Trustee, including without limitation the risk of the Trustee acting on unauthorized instructions, and the risk of interception and misuse by third parties. Any electronic signature shall have the same legal validity and enforceability as a manually executed signature to the fullest extent permitted by applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any similar federal or state law, rule or regulation, as the same may be in effect from time to time, and the parties hereby waive any objection to the contrary. Any document accepted, executed or agreed to in conformity with such laws will be binding on all parties hereto to the same extent as if it were physically executed and each party hereby consents to the use of any third party electronic signature capture service providers as may be reasonably chosen by a signatory hereto.

[Signature Page to Sixteenth Supplemental Indenture] IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed and attested, all as of the date first above written. LV-DAGGETT PARENT HOLDINGS LLC By: Name: Kevin P. Malcarney Title: Secretary CLEARWAY ENERGY OPERATING LLC CLEARWAY ENERGY LLC DGPV HOLDING LLC By: Name: Kevin P. Malcarney Title: Executive Vice President, General Counsel and Secretary Docusign Envelope ID: 3E611368-05C0-491F-9C0C-8D6277439474

[Signature Page to Sixteenth Supplemental Indenture] ALTA WIND 1-5 HOLDING COMPANY, LLC ALTA WIND COMPANY, LLC CAPISTRANO PORTFOLIO HOLDINGS LLC CBAD HOLDINGS II, LLC CEDAR CREEK WIND HOLDINGS LLC CEDRO HILL BL BORROWER HOLDCO LLC CLEARWAY SOLAR STAR LLC CWEN PINNACLE REPOWERING HOLDINGS LLC CWSP RATTLESNAKE HOLDING LLC DAGGETT SOLAR HOLDCO LLC DAN’S MOUNTAIN PARENT HOLDINGS LLC DG-CS HOLDINGS LLC DG SREC HOLDCO LLC LANGFORD HOLDING LLC LIGHTHOUSE RENEWABLE HOLDINGS LLC MARSH LANDING HOLDCO LLC NATURAL GAS CA HOLDCO LLC NATURAL GAS CA HOLDINGS LLC NIMH SOLAR HOLDINGS LLC OCOTILLO WINDPOWER HOLDINGS LLC PORTFOLIO SOLAR I, LLC ROSAMOND SOLAR HOLDCO LLC ROSAMOND SOUTH HOLDCO LLC RPV HOLDING LLC SOLAR FLAGSTAFF ONE LLC SOLAR IGUANA LLC SOLAR LAS VEGAS MB 1 LLC SOLAR TABERNACLE LLC SOUTH TRENT HOLDINGS LLC SPP ASSET HOLDINGS, LLC SPP FUND II HOLDINGS, LLC SPP FUND II, LLC SPP FUND II-B, LLC SPP FUND III, LLC UTAH SOLAR MASTER HOLDCO LLC VP-ARICA PARENT HOLDINGS LLC WASHINGTON WIND HOLDINGS LLC WV WIND HOLDINGS LLC By: Name: Kevin P. Malcarney Title: Secretary Docusign Envelope ID: 3E611368-05C0-491F-9C0C-8D6277439474

[Signature Page to Sixteenth Supplemental Indenture] DELAWARE TRUST COMPANY By: Name: Title: Lici Zhu Assistant Vice President

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Execution Version EIGHTH SUPPLEMENTAL INDENTURE EIGHTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of July 17, 2024, among LV-Daggett Parent Holdings LLC (the “Guaranteeing Subsidiary”), a subsidiary of Clearway Energy Operating LLC (or its permitted successor), a Delaware limited liability company (the “Company”), the Company, the other Guarantors (as defined in the Indenture referred to herein) and Delaware Trust Company, as trustee under the Indenture referred to below (the “Trustee”). W I T N E S S E T H WHEREAS, the Company has heretofore executed and delivered to the Trustee an indenture (the “Indenture”), dated as of March 9, 2021 providing for the issuance of 3.750% Senior Notes due 2031 (the “Notes”); WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiary shall fully and unconditionally guarantee all of the Company’s Obligations under the Notes and the Indenture on the terms and conditions set forth herein (the “Subsidiary Guarantee”); and WHEREAS, pursuant to Sections 4.10 and 9.01 of the Indenture, the Trustee, the Company and the other Guarantors are authorized to execute and deliver this Supplemental Indenture. NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Guaranteeing Subsidiary and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows: 1. CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture. 2. AGREEMENT TO GUARANTEE. The Guaranteeing Subsidiary hereby becomes party to the Indenture as a Guarantor and as such will have all the rights and be subject to all the Obligations and agreements of a Guarantor under the Indenture. The Guaranteeing Subsidiary hereby agrees to provide full and unconditional Guarantees on the terms and subject to the conditions set forth in the Subsidiary Guarantee and in the Indenture including but not limited to Article 10 thereof. 3. NO RECOURSE AGAINST OTHERS. No director, officer, employee, incorporator or stockholder of the Company or any Guarantor, as such, will have any liability for any obligations of the Company or the Guarantors under the Notes, this Indenture, the Subsidiary Guarantees or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. The waiver may not be effective to waive liabilities under the federal securities laws.

76151071.3 2 4. NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. 5. COUNTERPARTS. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. 6. EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall not affect the construction hereof. 7. THE TRUSTEE. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiary and the Company. 8. RATIFICATION OF INDENTURE; SUPPLEMENTAL INDENTURE FOR ADDITIONAL GUARANTEES PART OF INDENTURE. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture for Additional Guarantees shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered shall by bound hereby. 9. ELECTRONIC SIGNATURES. Each of the transaction parties agrees on behalf of itself, and any Person acting or claiming by, under or through such transaction party, that any written instrument delivered in connection with this Supplemental Indenture, the Indenture or any related document, including without limitation any amendments or supplements to such documents, may be executed by electronic methods (whether by .pdf scan or utilization of an electronic signature platform or application). Any electronic signature document delivered via email from an Officer of the Company, the Guaranteeing Subsidiary or any other Guarantor to the Trustee shall be considered signed or executed by such person on behalf of the Company, the Guaranteeing Subsidiary, or such other Guarantor, as applicable. Each of the Company, the Guaranteeing Subsidiary, and the other Guarantors agree to assume all risks arising out of the use of electronic methods for all purposes including the authorization, execution, delivery, or submission of documents, instruments, notices, directions, instructions, reports, opinions and certificates to the Trustee, including without limitation the risk of the Trustee acting on unauthorized instructions, and the risk of interception and misuse by third parties. Any electronic signature shall have the same legal validity and enforceability as a manually executed signature to the fullest extent permitted by applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any similar federal or state law, rule or regulation, as the same may be in effect from time to time, and the parties hereby waive any objection to the contrary. Any document accepted, executed or agreed to in conformity with such laws will be binding on all parties hereto to the same extent as if it were physically executed and each party hereby consents to the use of any third party electronic signature capture service providers as may be reasonably chosen by a signatory hereto.

[Signature Page to Eighth Supplemental Indenture] IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed and attested, all as of the date first above written. LV-DAGGETT PARENT HOLDINGS LLC By: Name: Kevin P. Malcarney Title: Secretary CLEARWAY ENERGY OPERATING LLC CLEARWAY ENERGY LLC DGPV HOLDING LLC By: Name: Kevin P. Malcarney Title: Executive Vice President, General Counsel & Secretary Docusign Envelope ID: 3E611368-05C0-491F-9C0C-8D6277439474

[Signature Page to Eighth Supplemental Indenture] ALTA WIND 1-5 HOLDING COMPANY, LLC ALTA WIND COMPANY, LLC CAPISTRANO PORTFOLIO HOLDINGS LLC CBAD HOLDINGS II, LLC CEDAR CREEK WIND HOLDINGS LLC CEDRO HILL BL BORROWER HOLDCO LLC CLEARWAY SOLAR STAR LLC CWEN PINNACLE REPOWERING HOLDINGS LLC CWSP RATTLESNAKE HOLDING LLC DAGGETT SOLAR HOLDCO LLC DAN’S MOUNTAIN PARENT HOLDINGS LLC DG-CS HOLDINGS LLC DG SREC HOLDCO LLC LANGFORD HOLDING LLC LIGHTHOUSE RENEWABLE HOLDINGS LLC MARSH LANDING HOLDCO LLC NATURAL GAS CA HOLDCO LLC NATURAL GAS CA HOLDINGS LLC NIMH SOLAR HOLDINGS LLC OCOTILLO WINDPOWER HOLDINGS LLC PORTFOLIO SOLAR I, LLC ROSAMOND SOLAR HOLDCO LLC ROSAMOND SOUTH HOLDCO LLC RPV HOLDING LLC SOLAR FLAGSTAFF ONE LLC SOLAR IGUANA LLC SOLAR LAS VEGAS MB 1 LLC SOLAR TABERNACLE LLC SOUTH TRENT HOLDINGS LLC SPP ASSET HOLDINGS, LLC SPP FUND II HOLDINGS, LLC SPP FUND II, LLC SPP FUND II-B, LLC SPP FUND III, LLC UTAH SOLAR MASTER HOLDCO LLC VP-ARICA PARENT HOLDINGS LLC WASHINGTON WIND HOLDINGS LLC WV WIND HOLDINGS LLC By: Name: Kevin P. Malcarney Title: Secretary Docusign Envelope ID: 3E611368-05C0-491F-9C0C-8D6277439474

[Signature Page to Eighth Supplemental Indenture] DELAWARE TRUST COMPANY By: Name: Title: Lici Zhu Assistant Vice President

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Execution Version SEVENTH SUPPLEMENTAL INDENTURE SEVENTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of July 17, 2024, among LV-Daggett Parent Holdings LLC (the “Guaranteeing Subsidiary”), a subsidiary of Clearway Energy Operating LLC (or its permitted successor), a Delaware limited liability company (the “Company”), the Company, the other Guarantors (as defined in the Indenture referred to herein) and Delaware Trust Company, as trustee under the Indenture referred to below (the “Trustee”). W I T N E S S E T H WHEREAS, the Company has heretofore executed and delivered to the Trustee an indenture (the “Indenture”), dated as of October 1, 2021 providing for the issuance of 3.750% Senior Notes due 2032 (the “Notes”); WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiary shall fully and unconditionally guarantee all of the Company’s Obligations under the Notes and the Indenture on the terms and conditions set forth herein (the “Subsidiary Guarantee”); and WHEREAS, pursuant to Sections 4.10 and 9.01 of the Indenture, the Trustee, the Company and the other Guarantors are authorized to execute and deliver this Supplemental Indenture. NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Guaranteeing Subsidiary and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows: 1. CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture. 2. AGREEMENT TO GUARANTEE. The Guaranteeing Subsidiary hereby becomes party to the Indenture as a Guarantor and as such will have all the rights and be subject to all the Obligations and agreements of a Guarantor under the Indenture. The Guaranteeing Subsidiary hereby agrees to provide full and unconditional Guarantees on the terms and subject to the conditions set forth in the Subsidiary Guarantee and in the Indenture including but not limited to Article 10 thereof. 3. NO RECOURSE AGAINST OTHERS. No director, officer, employee, incorporator or stockholder of the Company or any Guarantor, as such, will have any liability for any obligations of the Company or the Guarantors under the Notes, this Indenture, the Subsidiary Guarantees or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. The waiver may not be effective to waive liabilities under the federal securities laws.

76151072.3 2 4. NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. 5. COUNTERPARTS. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. 6. EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall not affect the construction hereof. 7. THE TRUSTEE. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiary and the Company. 8. RATIFICATION OF INDENTURE; SUPPLEMENTAL INDENTURE FOR ADDITIONAL GUARANTEES PART OF INDENTURE. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture for Additional Guarantees shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered shall by bound hereby. 9. ELECTRONIC SIGNATURES. Each of the transaction parties agrees on behalf of itself, and any Person acting or claiming by, under or through such transaction party, that any written instrument delivered in connection with this Supplemental Indenture, the Indenture or any related document, including without limitation any amendments or supplements to such documents, may be executed by electronic methods (whether by .pdf scan or utilization of an electronic signature platform or application). Any electronic signature document delivered via email from an Officer of the Company, the Guaranteeing Subsidiary or any other Guarantor to the Trustee shall be considered signed or executed by such person on behalf of the Company, the Guaranteeing Subsidiary, or such other Guarantor, as applicable. Each of the Company, the Guaranteeing Subsidiary, and the other Guarantors agree to assume all risks arising out of the use of electronic methods for all purposes including the authorization, execution, delivery, or submission of documents, instruments, notices, directions, instructions, reports, opinions and certificates to the Trustee, including without limitation the risk of the Trustee acting on unauthorized instructions, and the risk of interception and misuse by third parties. Any electronic signature shall have the same legal validity and enforceability as a manually executed signature to the fullest extent permitted by applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any similar federal or state law, rule or regulation, as the same may be in effect from time to time, and the parties hereby waive any objection to the contrary. Any document accepted, executed or agreed to in conformity with such laws will be binding on all parties hereto to the same extent as if it were physically executed and each party hereby consents to the use of any third party electronic signature capture service providers as may be reasonably chosen by a signatory hereto.

[Signature Page to Seventh Supplemental Indenture] IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed and attested, all as of the date first above written. LV-DAGGETT PARENT HOLDINGS LLC By: Name: Kevin P. Malcarney Title: Secretary CLEARWAY ENERGY OPERATING LLC CLEARWAY ENERGY LLC DGPV HOLDING LLC By: Name: Kevin P. Malcarney Title: Executive Vice President, General Counsel & Secretary Docusign Envelope ID: 3E611368-05C0-491F-9C0C-8D6277439474

[Signature Page to Seventh Supplemental Indenture] ALTA WIND 1-5 HOLDING COMPANY, LLC ALTA WIND COMPANY, LLC CAPISTRANO PORTFOLIO HOLDINGS LLC CBAD HOLDINGS II, LLC CEDAR CREEK WIND HOLDINGS LLC CEDRO HILL BL BORROWER HOLDCO LLC CLEARWAY SOLAR STAR LLC CWEN PINNACLE REPOWERING HOLDINGS LLC CWSP RATTLESNAKE HOLDING LLC DAGGETT SOLAR HOLDCO LLC DAN’S MOUNTAIN PARENT HOLDINGS LLC DG-CS HOLDINGS LLC DG SREC HOLDCO LLC LANGFORD HOLDING LLC LIGHTHOUSE RENEWABLE HOLDINGS LLC MARSH LANDING HOLDCO LLC NATURAL GAS CA HOLDCO LLC NATURAL GAS CA HOLDINGS LLC NIMH SOLAR HOLDINGS LLC OCOTILLO WINDPOWER HOLDINGS LLC PORTFOLIO SOLAR I, LLC ROSAMOND SOLAR HOLDCO LLC ROSAMOND SOUTH HOLDCO LLC RPV HOLDING LLC SOLAR FLAGSTAFF ONE LLC SOLAR IGUANA LLC SOLAR LAS VEGAS MB 1 LLC SOLAR TABERNACLE LLC SOUTH TRENT HOLDINGS LLC SPP ASSET HOLDINGS, LLC SPP FUND II HOLDINGS, LLC SPP FUND II, LLC SPP FUND II-B, LLC SPP FUND III, LLC UTAH SOLAR MASTER HOLDCO LLC VP-ARICA PARENT HOLDINGS LLC WASHINGTON WIND HOLDINGS LLC WV WIND HOLDINGS LLC By: Name: Kevin P. Malcarney Title: Secretary Docusign Envelope ID: 3E611368-05C0-491F-9C0C-8D6277439474

[Signature Page to Seventh Supplemental Indenture] DELAWARE TRUST COMPANY By: Name: Title: Lici Zhu Assistant Vice President

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Execution Version SEVENTEENTH SUPPLEMENTAL INDENTURE SEVENTEENTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of October 30, 2024, among Pine Forest Holdco LLC (the “Guaranteeing Subsidiary”), a subsidiary of Clearway Energy Operating LLC (or its permitted successor), a Delaware limited liability company (the “Company”), the Company, the other Guarantors (as defined in the Indenture referred to herein) and CSC Delaware Trust Company (formally known as Delaware Trust Company), as trustee under the Indenture referred to below (the “Trustee”). W I T N E S S E T H WHEREAS, the Company has heretofore executed and delivered to the Trustee an indenture (the “Indenture”), dated as of December 11, 2019 providing for the issuance of 4.750% Senior Notes due 2028 (the “Notes”); WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiary shall fully and unconditionally guarantee all of the Company’s Obligations under the Notes and the Indenture on the terms and conditions set forth herein (the “Subsidiary Guarantee”); and WHEREAS, pursuant to Sections 4.10 and 9.01 of the Indenture, the Trustee, the Company and the other Guarantors are authorized to execute and deliver this Supplemental Indenture. NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Guaranteeing Subsidiary and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows: 1. CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture. 2. AGREEMENT TO GUARANTEE. The Guaranteeing Subsidiary hereby becomes party to the Indenture as a Guarantor and as such will have all the rights and be subject to all the Obligations and agreements of a Guarantor under the Indenture. The Guaranteeing Subsidiary hereby agrees to provide full and unconditional Guarantees on the terms and subject to the conditions set forth in the Subsidiary Guarantee and in the Indenture including but not limited to Article 10 thereof. 3. NO RECOURSE AGAINST OTHERS. No director, officer, employee, incorporator or stockholder of the Company or any Guarantor, as such, will have any liability for any obligations of the Company or the Guarantors under the Notes, this Indenture, the Subsidiary Guarantees or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. The waiver may not be effective to waive liabilities under the federal securities laws.

79550587.4 2 4. NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. 5. COUNTERPARTS. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. 6. EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall not affect the construction hereof. 7. THE TRUSTEE. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiary and the Company. 8. RATIFICATION OF INDENTURE; SUPPLEMENTAL INDENTURE FOR ADDITIONAL GUARANTEES PART OF INDENTURE. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture for Additional Guarantees shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered shall by bound hereby. 9. ELECTRONIC SIGNATURES. Each of the transaction parties agrees on behalf of itself, and any Person acting or claiming by, under or through such transaction party, that any written instrument delivered in connection with this Supplemental Indenture, the Indenture or any related document, including without limitation any amendments or supplements to such documents, may be executed by electronic methods (whether by .pdf scan or utilization of an electronic signature platform or application). Any electronic signature document delivered via email from an Officer of the Company, the Guaranteeing Subsidiary or any other Guarantor to the Trustee shall be considered signed or executed by such person on behalf of the Company, the Guaranteeing Subsidiary, or such other Guarantor, as applicable. Each of the Company, the Guaranteeing Subsidiary, and the other Guarantors agree to assume all risks arising out of the use of electronic methods for all purposes including the authorization, execution, delivery, or submission of documents, instruments, notices, directions, instructions, reports, opinions and certificates to the Trustee, including without limitation the risk of the Trustee acting on unauthorized instructions, and the risk of interception and misuse by third parties. Any electronic signature shall have the same legal validity and enforceability as a manually executed signature to the fullest extent permitted by applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any similar federal or state law, rule or regulation, as the same may be in effect from time to time, and the parties hereby waive any objection to the contrary. Any document accepted, executed or agreed to in conformity with such laws will be binding on all parties hereto to the same extent as if it were physically executed and each party hereby consents to the use of any third party electronic signature capture service providers as may be reasonably chosen by a signatory hereto.

[Signature Page to Seventeenth Supplemental Indenture] IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed and attested, all as of the date first above written. PINE FOREST HOLDCO LLC By: Name: Kevin P. Malcarney Title: Secretary CLEARWAY ENERGY OPERATING LLC CLEARWAY ENERGY LLC DGPV HOLDING LLC By: Name: Kevin P. Malcarney Title: Executive Vice President, General Counsel and Secretary Docusign Envelope ID: 3CAACC52-2640-4E2A-B8C9-3FF5C602F3F9

[Signature Page to Seventeenth Supplemental Indenture] ALTA WIND 1-5 HOLDING COMPANY, LLC ALTA WIND COMPANY, LLC CAPISTRANO PORTFOLIO HOLDINGS LLC CBAD HOLDINGS II, LLC CEDAR CREEK WIND HOLDINGS LLC CEDRO HILL BL BORROWER HOLDCO LLC CLEARWAY SOLAR STAR LLC CWEN PINNACLE REPOWERING HOLDINGS LLC CWSP RATTLESNAKE HOLDING LLC DAGGETT SOLAR HOLDCO LLC DAN’S MOUNTAIN PARENT HOLDINGS LLC DG-CS HOLDINGS LLC DG SREC HOLDCO LLC LANGFORD HOLDING LLC LIGHTHOUSE RENEWABLE HOLDINGS LLC LV-DAGGETT PARENT HOLDINGS LLC MARSH LANDING HOLDCO LLC NATURAL GAS CA HOLDCO LLC NATURAL GAS CA HOLDINGS LLC NIMH SOLAR HOLDINGS LLC OCOTILLO WINDPOWER HOLDINGS LLC PORTFOLIO SOLAR I, LLC ROSAMOND SOLAR HOLDCO LLC ROSAMOND SOUTH HOLDCO LLC RPV HOLDING LLC SOLAR FLAGSTAFF ONE LLC SOLAR IGUANA LLC SOLAR LAS VEGAS MB 1 LLC SOLAR TABERNACLE LLC SOUTH TRENT HOLDINGS LLC SPP ASSET HOLDINGS, LLC SPP FUND II HOLDINGS, LLC SPP FUND II, LLC SPP FUND II-B, LLC SPP FUND III, LLC UTAH SOLAR MASTER HOLDCO LLC VP-ARICA PARENT HOLDINGS LLC WASHINGTON WIND HOLDINGS LLC WV WIND HOLDINGS LLC By: Name: Kevin P. Malcarney Title: Secretary Docusign Envelope ID: 3CAACC52-2640-4E2A-B8C9-3FF5C602F3F9

[Signature Page to Seventeenth Supplemental Indenture] CSC DELAWARE TRUST COMPANY, AS TRUSTEE By: Name: Title: Lici Zhu Assistant Vice President

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Execution Version NINTH SUPPLEMENTAL INDENTURE NINTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of October 30, 2024, among Pine Forest Holdco LLC (the “Guaranteeing Subsidiary”), a subsidiary of Clearway Energy Operating LLC (or its permitted successor), a Delaware limited liability company (the “Company”), the Company, the other Guarantors (as defined in the Indenture referred to herein) and CSC Delaware Trust Company (formally known as Delaware Trust Company), as trustee under the Indenture referred to below (the “Trustee”). W I T N E S S E T H WHEREAS, the Company has heretofore executed and delivered to the Trustee an indenture (the “Indenture”), dated as of March 9, 2021 providing for the issuance of 3.750% Senior Notes due 2031 (the “Notes”); WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiary shall fully and unconditionally guarantee all of the Company’s Obligations under the Notes and the Indenture on the terms and conditions set forth herein (the “Subsidiary Guarantee”); and WHEREAS, pursuant to Sections 4.10 and 9.01 of the Indenture, the Trustee, the Company and the other Guarantors are authorized to execute and deliver this Supplemental Indenture. NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Guaranteeing Subsidiary and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows: 1. CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture. 2. AGREEMENT TO GUARANTEE. The Guaranteeing Subsidiary hereby becomes party to the Indenture as a Guarantor and as such will have all the rights and be subject to all the Obligations and agreements of a Guarantor under the Indenture. The Guaranteeing Subsidiary hereby agrees to provide full and unconditional Guarantees on the terms and subject to the conditions set forth in the Subsidiary Guarantee and in the Indenture including but not limited to Article 10 thereof. 3. NO RECOURSE AGAINST OTHERS. No director, officer, employee, incorporator or stockholder of the Company or any Guarantor, as such, will have any liability for any obligations of the Company or the Guarantors under the Notes, this Indenture, the Subsidiary Guarantees or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. The waiver may not be effective to waive liabilities under the federal securities laws.

79550588.4 2 4. NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. 5. COUNTERPARTS. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. 6. EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall not affect the construction hereof. 7. THE TRUSTEE. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiary and the Company. 8. RATIFICATION OF INDENTURE; SUPPLEMENTAL INDENTURE FOR ADDITIONAL GUARANTEES PART OF INDENTURE. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture for Additional Guarantees shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered shall by bound hereby. 9. ELECTRONIC SIGNATURES. Each of the transaction parties agrees on behalf of itself, and any Person acting or claiming by, under or through such transaction party, that any written instrument delivered in connection with this Supplemental Indenture, the Indenture or any related document, including without limitation any amendments or supplements to such documents, may be executed by electronic methods (whether by .pdf scan or utilization of an electronic signature platform or application). Any electronic signature document delivered via email from an Officer of the Company, the Guaranteeing Subsidiary or any other Guarantor to the Trustee shall be considered signed or executed by such person on behalf of the Company, the Guaranteeing Subsidiary, or such other Guarantor, as applicable. Each of the Company, the Guaranteeing Subsidiary, and the other Guarantors agree to assume all risks arising out of the use of electronic methods for all purposes including the authorization, execution, delivery, or submission of documents, instruments, notices, directions, instructions, reports, opinions and certificates to the Trustee, including without limitation the risk of the Trustee acting on unauthorized instructions, and the risk of interception and misuse by third parties. Any electronic signature shall have the same legal validity and enforceability as a manually executed signature to the fullest extent permitted by applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any similar federal or state law, rule or regulation, as the same may be in effect from time to time, and the parties hereby waive any objection to the contrary. Any document accepted, executed or agreed to in conformity with such laws will be binding on all parties hereto to the same extent as if it were physically executed and each party hereby consents to the use of any third party electronic signature capture service providers as may be reasonably chosen by a signatory hereto.

[Signature Page to Ninth Supplemental Indenture] IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed and attested, all as of the date first above written. PINE FOREST HOLDCO LLC By: Name: Kevin P. Malcarney Title: Secretary CLEARWAY ENERGY OPERATING LLC CLEARWAY ENERGY LLC DGPV HOLDING LLC By: Name: Kevin P. Malcarney Title: Executive Vice President, General Counsel & Secretary Docusign Envelope ID: 3CAACC52-2640-4E2A-B8C9-3FF5C602F3F9

[Signature Page to Ninth Supplemental Indenture] ALTA WIND 1-5 HOLDING COMPANY, LLC ALTA WIND COMPANY, LLC CAPISTRANO PORTFOLIO HOLDINGS LLC CBAD HOLDINGS II, LLC CEDAR CREEK WIND HOLDINGS LLC CEDRO HILL BL BORROWER HOLDCO LLC CLEARWAY SOLAR STAR LLC CWEN PINNACLE REPOWERING HOLDINGS LLC CWSP RATTLESNAKE HOLDING LLC DAGGETT SOLAR HOLDCO LLC DAN’S MOUNTAIN PARENT HOLDINGS LLC DG-CS HOLDINGS LLC DG SREC HOLDCO LLC LANGFORD HOLDING LLC LIGHTHOUSE RENEWABLE HOLDINGS LLC LV-DAGGETT PARENT HOLDINGS LLC MARSH LANDING HOLDCO LLC NATURAL GAS CA HOLDCO LLC NATURAL GAS CA HOLDINGS LLC NIMH SOLAR HOLDINGS LLC OCOTILLO WINDPOWER HOLDINGS LLC PORTFOLIO SOLAR I, LLC ROSAMOND SOLAR HOLDCO LLC ROSAMOND SOUTH HOLDCO LLC RPV HOLDING LLC SOLAR FLAGSTAFF ONE LLC SOLAR IGUANA LLC SOLAR LAS VEGAS MB 1 LLC SOLAR TABERNACLE LLC SOUTH TRENT HOLDINGS LLC SPP ASSET HOLDINGS, LLC SPP FUND II HOLDINGS, LLC SPP FUND II, LLC SPP FUND II-B, LLC SPP FUND III, LLC UTAH SOLAR MASTER HOLDCO LLC VP-ARICA PARENT HOLDINGS LLC WASHINGTON WIND HOLDINGS LLC WV WIND HOLDINGS LLC By: Name: Kevin P. Malcarney Title: Secretary Docusign Envelope ID: 3CAACC52-2640-4E2A-B8C9-3FF5C602F3F9

[Signature Page to Ninth Supplemental Indenture] CSC DELAWARE TRUST COMPANY, AS TRUSTEE By: Name: Title: Lici Zhu Assistant Vice President

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Execution Version EIGHTH SUPPLEMENTAL INDENTURE EIGHTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of October 30, 2024, among Pine Forest Holdco LLC (the “Guaranteeing Subsidiary”), a subsidiary of Clearway Energy Operating LLC (or its permitted successor), a Delaware limited liability company (the “Company”), the Company, the other Guarantors (as defined in the Indenture referred to herein) and CSC Delaware Trust Company ( formerly known as Delaware Trust Company), as trustee under the Indenture referred to below (the “Trustee”). W I T N E S S E T H WHEREAS, the Company has heretofore executed and delivered to the Trustee an indenture (the “Indenture”), dated as of October 1, 2021 providing for the issuance of 3.750% Senior Notes due 2032 (the “Notes”); WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiary shall fully and unconditionally guarantee all of the Company’s Obligations under the Notes and the Indenture on the terms and conditions set forth herein (the “Subsidiary Guarantee”); and WHEREAS, pursuant to Sections 4.10 and 9.01 of the Indenture, the Trustee, the Company and the other Guarantors are authorized to execute and deliver this Supplemental Indenture. NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Guaranteeing Subsidiary and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows: 1. CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture. 2. AGREEMENT TO GUARANTEE. The Guaranteeing Subsidiary hereby becomes party to the Indenture as a Guarantor and as such will have all the rights and be subject to all the Obligations and agreements of a Guarantor under the Indenture. The Guaranteeing Subsidiary hereby agrees to provide full and unconditional Guarantees on the terms and subject to the conditions set forth in the Subsidiary Guarantee and in the Indenture including but not limited to Article 10 thereof. 3. NO RECOURSE AGAINST OTHERS. No director, officer, employee, incorporator or stockholder of the Company or any Guarantor, as such, will have any liability for any obligations of the Company or the Guarantors under the Notes, this Indenture, the Subsidiary Guarantees or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. The waiver may not be effective to waive liabilities under the federal securities laws.

79550574.4 2 4. NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. 5. COUNTERPARTS. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. 6. EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall not affect the construction hereof. 7. THE TRUSTEE. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiary and the Company. 8. RATIFICATION OF INDENTURE; SUPPLEMENTAL INDENTURE FOR ADDITIONAL GUARANTEES PART OF INDENTURE. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture for Additional Guarantees shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered shall by bound hereby. 9. ELECTRONIC SIGNATURES. Each of the transaction parties agrees on behalf of itself, and any Person acting or claiming by, under or through such transaction party, that any written instrument delivered in connection with this Supplemental Indenture, the Indenture or any related document, including without limitation any amendments or supplements to such documents, may be executed by electronic methods (whether by .pdf scan or utilization of an electronic signature platform or application). Any electronic signature document delivered via email from an Officer of the Company, the Guaranteeing Subsidiary or any other Guarantor to the Trustee shall be considered signed or executed by such person on behalf of the Company, the Guaranteeing Subsidiary, or such other Guarantor, as applicable. Each of the Company, the Guaranteeing Subsidiary, and the other Guarantors agree to assume all risks arising out of the use of electronic methods for all purposes including the authorization, execution, delivery, or submission of documents, instruments, notices, directions, instructions, reports, opinions and certificates to the Trustee, including without limitation the risk of the Trustee acting on unauthorized instructions, and the risk of interception and misuse by third parties. Any electronic signature shall have the same legal validity and enforceability as a manually executed signature to the fullest extent permitted by applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any similar federal or state law, rule or regulation, as the same may be in effect from time to time, and the parties hereby waive any objection to the contrary. Any document accepted, executed or agreed to in conformity with such laws will be binding on all parties hereto to the same extent as if it were physically executed and each party hereby consents to the use of any third party electronic signature capture service providers as may be reasonably chosen by a signatory hereto.

[Signature Page to Eighth Supplemental Indenture] IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed and attested, all as of the date first above written. PINE FOREST HOLDCO LLC By: Name: Kevin P. Malcarney Title: Secretary CLEARWAY ENERGY OPERATING LLC CLEARWAY ENERGY LLC DGPV HOLDING LLC By: Name: Kevin P. Malcarney Title: Executive Vice President, General Counsel & Secretary Docusign Envelope ID: 3CAACC52-2640-4E2A-B8C9-3FF5C602F3F9

[Signature Page to Eighth Supplemental Indenture] ALTA WIND 1-5 HOLDING COMPANY, LLC ALTA WIND COMPANY, LLC CAPISTRANO PORTFOLIO HOLDINGS LLC CBAD HOLDINGS II, LLC CEDAR CREEK WIND HOLDINGS LLC CEDRO HILL BL BORROWER HOLDCO LLC CLEARWAY SOLAR STAR LLC CWEN PINNACLE REPOWERING HOLDINGS LLC CWSP RATTLESNAKE HOLDING LLC DAGGETT SOLAR HOLDCO LLC DAN’S MOUNTAIN PARENT HOLDINGS LLC DG-CS HOLDINGS LLC DG SREC HOLDCO LLC LANGFORD HOLDING LLC LIGHTHOUSE RENEWABLE HOLDINGS LLC LV-DAGGETT PARENT HOLDINGS LLC MARSH LANDING HOLDCO LLC NATURAL GAS CA HOLDCO LLC NATURAL GAS CA HOLDINGS LLC NIMH SOLAR HOLDINGS LLC OCOTILLO WINDPOWER HOLDINGS LLC PORTFOLIO SOLAR I, LLC ROSAMOND SOLAR HOLDCO LLC ROSAMOND SOUTH HOLDCO LLC RPV HOLDING LLC SOLAR FLAGSTAFF ONE LLC SOLAR IGUANA LLC SOLAR LAS VEGAS MB 1 LLC SOLAR TABERNACLE LLC SOUTH TRENT HOLDINGS LLC SPP ASSET HOLDINGS, LLC SPP FUND II HOLDINGS, LLC SPP FUND II, LLC SPP FUND II-B, LLC SPP FUND III, LLC UTAH SOLAR MASTER HOLDCO LLC VP-ARICA PARENT HOLDINGS LLC WASHINGTON WIND HOLDINGS LLC WV WIND HOLDINGS LLC By: Name: Kevin P. Malcarney Title: Secretary Docusign Envelope ID: 3CAACC52-2640-4E2A-B8C9-3FF5C602F3F9

[Signature Page to Eighth Supplemental Indenture] CSC DELAWARE TRUST COMPANY, AS TRUSTEE By: Name: Title: Lici Zhu Assistant Vice President

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Execution Version EIGHTEENTH SUPPLEMENTAL INDENTURE EIGHTEENTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of January 13, 2025, among Honeycomb 1 Holdings LLC (“Honeycomb”), Spring Canyon TE Holdings LLC (such entity, together with Honeycomb, the “Guaranteeing Subsidiaries”, and each, a “Guaranteeing Subsidiary”), subsidiaries of Clearway Energy Operating LLC (or its permitted successor), a Delaware limited liability company (the “Company”), the Company, the other Guarantors (as defined in the Indenture referred to herein) and CSC Delaware Trust Company (formerly known as Delaware Trust Company), as trustee under the Indenture referred to below (the “Trustee”). W I T N E S S E T H WHEREAS, the Company has heretofore executed and delivered to the Trustee an indenture (the “Indenture”), dated as of December 11, 2019 providing for the issuance of 4.750% Senior Notes due 2028 (the “Notes”); WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiaries shall execute and deliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiaries shall fully and unconditionally guarantee all of the Company’s Obligations under the Notes and the Indenture on the terms and conditions set forth herein (the “Subsidiary Guarantee”); and WHEREAS, pursuant to Sections 4.10 and 9.01 of the Indenture, the Trustee, the Company and the other Guarantors are authorized to execute and deliver this Supplemental Indenture. NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, each Guaranteeing Subsidiary and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows: 1. CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture. 2. AGREEMENT TO GUARANTEE. Each Guaranteeing Subsidiary hereby becomes party to the Indenture as a Guarantor and as such will have all the rights and be subject to all the Obligations and agreements of a Guarantor under the Indenture. Each Guaranteeing Subsidiary hereby agrees to provide full and unconditional Guarantees on the terms and subject to the conditions set forth in the Subsidiary Guarantee and in the Indenture including but not limited to Article 10 thereof. 3. NO RECOURSE AGAINST OTHERS. No director, officer, employee, incorporator or stockholder of the Company or any Guarantor, as such, will have any liability for any obligations of the Company or the Guarantors under the Notes, this Indenture, the Subsidiary Guarantees or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. The waiver may not be

83110399.3 2 effective to waive liabilities under the federal securities laws. 4. NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. 5. COUNTERPARTS. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. 6. EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall not affect the construction hereof. 7. THE TRUSTEE. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by each Guaranteeing Subsidiary and the Company. 8. RATIFICATION OF INDENTURE; SUPPLEMENTAL INDENTURE FOR ADDITIONAL GUARANTEES PART OF INDENTURE. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture for Additional Guarantees shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered shall by bound hereby. 9. ELECTRONIC SIGNATURES. Each of the transaction parties agrees on behalf of itself, and any Person acting or claiming by, under or through such transaction party, that any written instrument delivered in connection with this Supplemental Indenture, the Indenture or any related document, including without limitation any amendments or supplements to such documents, may be executed by electronic methods (whether by .pdf scan or utilization of an electronic signature platform or application). Any electronic signature document delivered via email from an Officer of the Company, any Guaranteeing Subsidiary or any other Guarantor to the Trustee shall be considered signed or executed by such person on behalf of the Company, such Guaranteeing Subsidiary, or such other Guarantor, as applicable. Each of the Company, the Guaranteeing Subsidiaries, and the other Guarantors agree to assume all risks arising out of the use of electronic methods for all purposes including the authorization, execution, delivery, or submission of documents, instruments, notices, directions, instructions, reports, opinions and certificates to the Trustee, including without limitation the risk of the Trustee acting on unauthorized instructions, and the risk of interception and misuse by third parties. Any electronic signature shall have the same legal validity and enforceability as a manually executed signature to the fullest extent permitted by applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any similar federal or state law, rule or regulation, as the same may be in effect from time to time, and the parties hereby waive any objection to the contrary. Any document accepted, executed or agreed to in conformity with such laws will be binding on all parties hereto to the same extent

83110399.3 3 as if it were physically executed and each party hereby consents to the use of any third party electronic signature capture service providers as may be reasonably chosen by a signatory hereto.

[Signature Page to Eighteenth Supplemental Indenture] IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed and attested, all as of the date first above written. HONEYCOMB 1 HOLDINGS LLC SPRING CANYON TE HOLDINGS LLC By: Name: Kevin P. Malcarney Title: Secretary CLEARWAY ENERGY OPERATING LLC CLEARWAY ENERGY LLC DGPV HOLDING LLC By: Name: Kevin P. Malcarney Title: Executive Vice President, General Counsel and Secretary Docusign Envelope ID: FED30626-C7A3-45EC-8586-383F1E7F517F

[Signature Page to Eighteenth Supplemental Indenture] ALTA WIND 1-5 HOLDING COMPANY, LLC ALTA WIND COMPANY, LLC CAPISTRANO PORTFOLIO HOLDINGS LLC CBAD HOLDINGS II, LLC CEDAR CREEK WIND HOLDINGS LLC CEDRO HILL BL BORROWER HOLDCO LLC CLEARWAY SOLAR STAR LLC CWEN PINNACLE REPOWERING HOLDINGS LLC CWSP RATTLESNAKE HOLDING LLC DAGGETT SOLAR HOLDCO LLC DAN’S MOUNTAIN PARENT HOLDINGS LLC DG-CS HOLDINGS LLC DG SREC HOLDCO LLC LANGFORD HOLDING LLC LIGHTHOUSE RENEWABLE HOLDINGS LLC LV-DAGGETT PARENT HOLDINGS LLC MARSH LANDING HOLDCO LLC NATURAL GAS CA HOLDCO LLC NATURAL GAS CA HOLDINGS LLC NIMH SOLAR HOLDINGS LLC OCOTILLO WINDPOWER HOLDINGS LLC PINE FOREST HOLDCO LLC PORTFOLIO SOLAR I, LLC ROSAMOND SOLAR HOLDCO LLC ROSAMOND SOUTH HOLDCO LLC RPV HOLDING LLC SOLAR FLAGSTAFF ONE LLC SOLAR IGUANA LLC SOLAR LAS VEGAS MB 1 LLC SOLAR TABERNACLE LLC SOUTH TRENT HOLDINGS LLC SPP ASSET HOLDINGS, LLC SPP FUND II HOLDINGS, LLC SPP FUND II, LLC SPP FUND II-B, LLC SPP FUND III, LLC UTAH SOLAR MASTER HOLDCO LLC VP-ARICA PARENT HOLDINGS LLC WASHINGTON WIND HOLDINGS LLC WV WIND HOLDINGS LLC By: Name: Kevin P. Malcarney Title: Secretary Docusign Envelope ID: FED30626-C7A3-45EC-8586-383F1E7F517F

[Signature Page to Eighteenth Supplemental Indenture] CSC DELAWARE TRUST COMPANY, AS TRUSTEE By: Name: Title: Lici Zhu Assistant Vice President

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Execution Version TENTH SUPPLEMENTAL INDENTURE TENTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of January 13, 2025, among Honeycomb 1 Holdings LLC (“Honeycomb”), Spring Canyon TE Holdings LLC (such entity, together with Honeycomb, the “Guaranteeing Subsidiaries”, and each, a “Guaranteeing Subsidiary”), subsidiaries of Clearway Energy Operating LLC (or its permitted successor), a Delaware limited liability company (the “Company”), the Company, the other Guarantors (as defined in the Indenture referred to herein) and CSC Delaware Trust Company (formerly known as Delaware Trust Company), as trustee under the Indenture referred to below (the “Trustee”). W I T N E S S E T H WHEREAS, the Company has heretofore executed and delivered to the Trustee an indenture (the “Indenture”), dated as of March 9, 2021 providing for the issuance of 3.750% Senior Notes due 2031 (the “Notes”); WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiaries shall execute and deliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiaries shall fully and unconditionally guarantee all of the Company’s Obligations under the Notes and the Indenture on the terms and conditions set forth herein (the “Subsidiary Guarantee”); and WHEREAS, pursuant to Sections 4.10 and 9.01 of the Indenture, the Trustee, the Company and the other Guarantors are authorized to execute and deliver this Supplemental Indenture. NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, each Guaranteeing Subsidiary and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows: 1. CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture. 2. AGREEMENT TO GUARANTEE. Each Guaranteeing Subsidiary hereby becomes party to the Indenture as a Guarantor and as such will have all the rights and be subject to all the Obligations and agreements of a Guarantor under the Indenture. Each Guaranteeing Subsidiary hereby agrees to provide full and unconditional Guarantees on the terms and subject to the conditions set forth in the Subsidiary Guarantee and in the Indenture including but not limited to Article 10 thereof. 3. NO RECOURSE AGAINST OTHERS. No director, officer, employee, incorporator or stockholder of the Company or any Guarantor, as such, will have any liability for any obligations of the Company or the Guarantors under the Notes, this Indenture, the Subsidiary Guarantees or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. The waiver may not be

83110397.3 2 effective to waive liabilities under the federal securities laws. 4. NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. 5. COUNTERPARTS. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. 6. EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall not affect the construction hereof. 7. THE TRUSTEE. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by each Guaranteeing Subsidiary and the Company. 8. RATIFICATION OF INDENTURE; SUPPLEMENTAL INDENTURE FOR ADDITIONAL GUARANTEES PART OF INDENTURE. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture for Additional Guarantees shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered shall by bound hereby. 9. ELECTRONIC SIGNATURES. Each of the transaction parties agrees on behalf of itself, and any Person acting or claiming by, under or through such transaction party, that any written instrument delivered in connection with this Supplemental Indenture, the Indenture or any related document, including without limitation any amendments or supplements to such documents, may be executed by electronic methods (whether by .pdf scan or utilization of an electronic signature platform or application). Any electronic signature document delivered via email from an Officer of the Company, any Guaranteeing Subsidiary or any other Guarantor to the Trustee shall be considered signed or executed by such person on behalf of the Company, such Guaranteeing Subsidiary, or such other Guarantor, as applicable. Each of the Company, the Guaranteeing Subsidiaries, and the other Guarantors agree to assume all risks arising out of the use of electronic methods for all purposes including the authorization, execution, delivery, or submission of documents, instruments, notices, directions, instructions, reports, opinions and certificates to the Trustee, including without limitation the risk of the Trustee acting on unauthorized instructions, and the risk of interception and misuse by third parties. Any electronic signature shall have the same legal validity and enforceability as a manually executed signature to the fullest extent permitted by applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any similar federal or state law, rule or regulation, as the same may be in effect from time to time, and the parties hereby waive any objection to the contrary. Any document accepted, executed or agreed to in conformity with such laws will be binding on all parties hereto to the same extent

83110397.3 3 as if it were physically executed and each party hereby consents to the use of any third party electronic signature capture service providers as may be reasonably chosen by a signatory hereto.

[Signature Page to Tenth Supplemental Indenture] IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed and attested, all as of the date first above written. HONEYCOMB 1 HOLDINGS LLC SPRING CANYON TE HOLDINGS LLC By: Name: Kevin P. Malcarney Title: Secretary CLEARWAY ENERGY OPERATING LLC CLEARWAY ENERGY LLC DGPV HOLDING LLC By: Name: Kevin P. Malcarney Title: Executive Vice President, General Counsel and Secretary Docusign Envelope ID: FED30626-C7A3-45EC-8586-383F1E7F517F

[Signature Page to Tenth Supplemental Indenture] ALTA WIND 1-5 HOLDING COMPANY, LLC ALTA WIND COMPANY, LLC CAPISTRANO PORTFOLIO HOLDINGS LLC CBAD HOLDINGS II, LLC CEDAR CREEK WIND HOLDINGS LLC CEDRO HILL BL BORROWER HOLDCO LLC CLEARWAY SOLAR STAR LLC CWEN PINNACLE REPOWERING HOLDINGS LLC CWSP RATTLESNAKE HOLDING LLC DAGGETT SOLAR HOLDCO LLC DAN’S MOUNTAIN PARENT HOLDINGS LLC DG-CS HOLDINGS LLC DG SREC HOLDCO LLC LANGFORD HOLDING LLC LIGHTHOUSE RENEWABLE HOLDINGS LLC LV-DAGGETT PARENT HOLDINGS LLC MARSH LANDING HOLDCO LLC NATURAL GAS CA HOLDCO LLC NATURAL GAS CA HOLDINGS LLC NIMH SOLAR HOLDINGS LLC OCOTILLO WINDPOWER HOLDINGS LLC PINE FOREST HOLDCO LLC PORTFOLIO SOLAR I, LLC ROSAMOND SOLAR HOLDCO LLC ROSAMOND SOUTH HOLDCO LLC RPV HOLDING LLC SOLAR FLAGSTAFF ONE LLC SOLAR IGUANA LLC SOLAR LAS VEGAS MB 1 LLC SOLAR TABERNACLE LLC SOUTH TRENT HOLDINGS LLC SPP ASSET HOLDINGS, LLC SPP FUND II HOLDINGS, LLC SPP FUND II, LLC SPP FUND II-B, LLC SPP FUND III, LLC UTAH SOLAR MASTER HOLDCO LLC VP-ARICA PARENT HOLDINGS LLC WASHINGTON WIND HOLDINGS LLC WV WIND HOLDINGS LLC By: Name: Kevin P. Malcarney Title: Secretary Docusign Envelope ID: FED30626-C7A3-45EC-8586-383F1E7F517F

[Signature Page to Tenth Supplemental Indenture] CSC DELAWARE TRUST COMPANY, AS TRUSTEE By: Name: Title: Lici Zhu Assistant Vice President

a446ninth-011325xhoneyco

Execution Version NINTH SUPPLEMENTAL INDENTURE NINTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of January 13, 2025, among Honeycomb 1 Holdings LLC (“Honeycomb”), Spring Canyon TE Holdings LLC (such entity, together with Honeycomb, the “Guaranteeing Subsidiaries”, and each, a “Guaranteeing Subsidiary”), subsidiaries of Clearway Energy Operating LLC (or its permitted successor), a Delaware limited liability company (the “Company”), the Company, the other Guarantors (as defined in the Indenture referred to herein) and CSC Delaware Trust Company (formerly known as Delaware Trust Company), as trustee under the Indenture referred to below (the “Trustee”). W I T N E S S E T H WHEREAS, the Company has heretofore executed and delivered to the Trustee an indenture (the “Indenture”), dated as of October 1, 2021 providing for the issuance of 3.750% Senior Notes due 2032 (the “Notes”); WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiaries shall execute and deliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiaries shall fully and unconditionally guarantee all of the Company’s Obligations under the Notes and the Indenture on the terms and conditions set forth herein (the “Subsidiary Guarantee”); and WHEREAS, pursuant to Sections 4.10 and 9.01 of the Indenture, the Trustee, the Company and the other Guarantors are authorized to execute and deliver this Supplemental Indenture. NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, each Guaranteeing Subsidiary and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows: 1. CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture. 2. AGREEMENT TO GUARANTEE. Each Guaranteeing Subsidiary hereby becomes party to the Indenture as a Guarantor and as such will have all the rights and be subject to all the Obligations and agreements of a Guarantor under the Indenture. Each Guaranteeing Subsidiary hereby agrees to provide full and unconditional Guarantees on the terms and subject to the conditions set forth in the Subsidiary Guarantee and in the Indenture including but not limited to Article 10 thereof. 3. NO RECOURSE AGAINST OTHERS. No director, officer, employee, incorporator or stockholder of the Company or any Guarantor, as such, will have any liability for any obligations of the Company or the Guarantors under the Notes, this Indenture, the Subsidiary Guarantees or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. The waiver may not be

83110396.3 2 effective to waive liabilities under the federal securities laws. 4. NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. 5. COUNTERPARTS. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. 6. EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall not affect the construction hereof. 7. THE TRUSTEE. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by each Guaranteeing Subsidiary and the Company. 8. RATIFICATION OF INDENTURE; SUPPLEMENTAL INDENTURE FOR ADDITIONAL GUARANTEES PART OF INDENTURE. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture for Additional Guarantees shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered shall by bound hereby. 9. ELECTRONIC SIGNATURES. Each of the transaction parties agrees on behalf of itself, and any Person acting or claiming by, under or through such transaction party, that any written instrument delivered in connection with this Supplemental Indenture, the Indenture or any related document, including without limitation any amendments or supplements to such documents, may be executed by electronic methods (whether by .pdf scan or utilization of an electronic signature platform or application). Any electronic signature document delivered via email from an Officer of the Company, any Guaranteeing Subsidiary or any other Guarantor to the Trustee shall be considered signed or executed by such person on behalf of the Company, such Guaranteeing Subsidiary, or such other Guarantor, as applicable. Each of the Company, the Guaranteeing Subsidiaries, and the other Guarantors agree to assume all risks arising out of the use of electronic methods for all purposes including the authorization, execution, delivery, or submission of documents, instruments, notices, directions, instructions, reports, opinions and certificates to the Trustee, including without limitation the risk of the Trustee acting on unauthorized instructions, and the risk of interception and misuse by third parties. Any electronic signature shall have the same legal validity and enforceability as a manually executed signature to the fullest extent permitted by applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any similar federal or state law, rule or regulation, as the same may be in effect from time to time, and the parties hereby waive any objection to the contrary. Any document accepted, executed or agreed to in conformity with such laws will be binding on all parties hereto to the same extent

83110396.3 3 as if it were physically executed and each party hereby consents to the use of any third party electronic signature capture service providers as may be reasonably chosen by a signatory hereto.

[Signature Page to Ninth Supplemental Indenture] IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed and attested, all as of the date first above written. HONEYCOMB 1 HOLDINGS LLC SPRING CANYON TE HOLDINGS LLC By: Name: Kevin P. Malcarney Title: Secretary CLEARWAY ENERGY OPERATING LLC CLEARWAY ENERGY LLC DGPV HOLDING LLC By: Name: Kevin P. Malcarney Title: Executive Vice President, General Counsel and Secretary Docusign Envelope ID: FED30626-C7A3-45EC-8586-383F1E7F517F

[Signature Page to Ninth Supplemental Indenture] ALTA WIND 1-5 HOLDING COMPANY, LLC ALTA WIND COMPANY, LLC CAPISTRANO PORTFOLIO HOLDINGS LLC CBAD HOLDINGS II, LLC CEDAR CREEK WIND HOLDINGS LLC CEDRO HILL BL BORROWER HOLDCO LLC CLEARWAY SOLAR STAR LLC CWEN PINNACLE REPOWERING HOLDINGS LLC CWSP RATTLESNAKE HOLDING LLC DAGGETT SOLAR HOLDCO LLC DAN’S MOUNTAIN PARENT HOLDINGS LLC DG-CS HOLDINGS LLC DG SREC HOLDCO LLC LANGFORD HOLDING LLC LIGHTHOUSE RENEWABLE HOLDINGS LLC LV-DAGGETT PARENT HOLDINGS LLC MARSH LANDING HOLDCO LLC NATURAL GAS CA HOLDCO LLC NATURAL GAS CA HOLDINGS LLC NIMH SOLAR HOLDINGS LLC OCOTILLO WINDPOWER HOLDINGS LLC PINE FOREST HOLDCO LLC PORTFOLIO SOLAR I, LLC ROSAMOND SOLAR HOLDCO LLC ROSAMOND SOUTH HOLDCO LLC RPV HOLDING LLC SOLAR FLAGSTAFF ONE LLC SOLAR IGUANA LLC SOLAR LAS VEGAS MB 1 LLC SOLAR TABERNACLE LLC SOUTH TRENT HOLDINGS LLC SPP ASSET HOLDINGS, LLC SPP FUND II HOLDINGS, LLC SPP FUND II, LLC SPP FUND II-B, LLC SPP FUND III, LLC UTAH SOLAR MASTER HOLDCO LLC VP-ARICA PARENT HOLDINGS LLC WASHINGTON WIND HOLDINGS LLC WV WIND HOLDINGS LLC By: Name: Kevin P. Malcarney Title: Secretary Docusign Envelope ID: FED30626-C7A3-45EC-8586-383F1E7F517F

[Signature Page to Ninth Supplemental Indenture] CSC DELAWARE TRUST COMPANY, AS TRUSTEE By: Name: Title: Lici Zhu Assistant Vice President

a447ninteenth-043025xcle

Execution Version NINETEENTH SUPPLEMENTAL INDENTURE NINETEENTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of April 30, 2025, among Clearway OpCo Power Marketing Holdings LLC, a Delaware limited liability company (“COPMH”), Catalina Solar Investment Holdco LLC, a Delaware limited liability company (such entity, together with COPMH, the “Guaranteeing Subsidiaries”, and each, a “Guaranteeing Subsidiary”), subsidiaries of Clearway Energy Operating LLC (or its permitted successor), a Delaware limited liability company (the “Company”), the Company, the other Guarantors (as defined in the Indenture referred to herein) and CSC Delaware Trust Company (formerly known as Delaware Trust Company), as trustee under the Indenture referred to below (the “Trustee”). W I T N E S S E T H WHEREAS, the Company has heretofore executed and delivered to the Trustee an indenture (the “Indenture”), dated as of December 11, 2019 providing for the issuance of 4.750% Senior Notes due 2028 (the “Notes”); WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiaries shall execute and deliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiaries shall fully and unconditionally guarantee all of the Company’s Obligations under the Notes and the Indenture on the terms and conditions set forth herein (the “Subsidiary Guarantee”); and WHEREAS, pursuant to Sections 4.10 and 9.01 of the Indenture, the Trustee, the Company and the other Guarantors are authorized to execute and deliver this Supplemental Indenture. NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, each Guaranteeing Subsidiary and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows: 1. CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture. 2. AGREEMENT TO GUARANTEE. Each Guaranteeing Subsidiary hereby becomes party to the Indenture as a Guarantor and as such will have all the rights and be subject to all the Obligations and agreements of a Guarantor under the Indenture. Each Guaranteeing Subsidiary hereby agrees to provide full and unconditional Guarantees on the terms and subject to the conditions set forth in the Subsidiary Guarantee and in the Indenture including but not limited to Article 10 thereof. 3. NO RECOURSE AGAINST OTHERS. No director, officer, employee, incorporator or stockholder of the Company or any Guarantor, as such, will have any liability for any obligations of the Company or the Guarantors under the Notes, this Indenture, the Subsidiary Guarantees or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Notes by accepting a Note waives and releases all such liability. The

120988053.3 2 waiver and release are part of the consideration for issuance of the Notes. The waiver may not be effective to waive liabilities under the federal securities laws. 4. NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. 5. COUNTERPARTS. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. 6. EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall not affect the construction hereof. 7. THE TRUSTEE. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by each Guaranteeing Subsidiary and the Company. 8. RATIFICATION OF INDENTURE; SUPPLEMENTAL INDENTURE FOR ADDITIONAL GUARANTEES PART OF INDENTURE. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture for Additional Guarantees shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered shall by bound hereby. 9. ELECTRONIC SIGNATURES. Each of the transaction parties agrees on behalf of itself, and any Person acting or claiming by, under or through such transaction party, that any written instrument delivered in connection with this Supplemental Indenture, the Indenture or any related document, including without limitation any amendments or supplements to such documents, may be executed by electronic methods (whether by .pdf scan or utilization of an electronic signature platform or application). Any electronic signature document delivered via email from an Officer of the Company, any Guaranteeing Subsidiary or any other Guarantor to the Trustee shall be considered signed or executed by such person on behalf of the Company, such Guaranteeing Subsidiary, or such other Guarantor, as applicable. Each of the Company, the Guaranteeing Subsidiaries, and the other Guarantors agree to assume all risks arising out of the use of electronic methods for all purposes including the authorization, execution, delivery, or submission of documents, instruments, notices, directions, instructions, reports, opinions and certificates to the Trustee, including without limitation the risk of the Trustee acting on unauthorized instructions, and the risk of interception and misuse by third parties. Any electronic signature shall have the same legal validity and enforceability as a manually executed signature to the fullest extent permitted by applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any similar federal or state law, rule or regulation, as the same may be in effect from time to time, and the parties hereby waive any objection to the contrary. Any document accepted, executed

120988053.3 3 or agreed to in conformity with such laws will be binding on all parties hereto to the same extent as if it were physically executed and each party hereby consents to the use of any third party electronic signature capture service providers as may be reasonably chosen by a signatory hereto.

[Signature Page to Nineteenth Supplemental Indenture] IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed and attested, all as of the date first above written. CLEARWAY OPCO POWER MARKETING HOLDINGS LLC CATALINA SOLAR INVESTMENT HOLDCO LLC By: Name: Kevin P. Malcarney Title: Secretary CLEARWAY ENERGY OPERATING LLC CLEARWAY ENERGY LLC DGPV HOLDING LLC By: Name: Kevin P. Malcarney Title: Executive Vice President, General Counsel and Secretary Docusign Envelope ID: 04C25FCA-6B43-46BF-BBE6-2E8A6562144F

[Signature Page to Nineteenth Supplemental Indenture] ALTA WIND 1-5 HOLDING COMPANY, LLC ALTA WIND COMPANY, LLC CAPISTRANO PORTFOLIO HOLDINGS LLC CBAD HOLDINGS II, LLC CEDAR CREEK WIND HOLDINGS LLC CEDRO HILL BL BORROWER HOLDCO LLC CLEARWAY SOLAR STAR LLC CWEN PINNACLE REPOWERING HOLDINGS LLC CWSP RATTLESNAKE HOLDING LLC DAGGETT SOLAR HOLDCO LLC DAN’S MOUNTAIN PARENT HOLDINGS LLC DG-CS HOLDINGS LLC DG SREC HOLDCO LLC HONEYCOMB 1 HOLDINGS LLC LANGFORD HOLDING LLC LIGHTHOUSE RENEWABLE HOLDINGS LLC LV-DAGGETT PARENT HOLDINGS LLC MARSH LANDING HOLDCO LLC NATURAL GAS CA HOLDCO LLC NATURAL GAS CA HOLDINGS LLC NIMH SOLAR HOLDINGS LLC OCOTILLO WINDPOWER HOLDINGS LLC PINE FOREST HOLDCO LLC PORTFOLIO SOLAR I, LLC ROSAMOND SOLAR HOLDCO LLC ROSAMOND SOUTH HOLDCO LLC RPV HOLDING LLC SOLAR FLAGSTAFF ONE LLC SOLAR IGUANA LLC SOLAR LAS VEGAS MB 1 LLC SOLAR TABERNACLE LLC SOUTH TRENT HOLDINGS LLC SPP ASSET HOLDINGS, LLC SPP FUND II HOLDINGS, LLC SPP FUND II, LLC SPP FUND II-B, LLC SPP FUND III, LLC SPRING CANYON TE HOLDINGS LLC UTAH SOLAR MASTER HOLDCO LLC VP-ARICA PARENT HOLDINGS LLC WASHINGTON WIND HOLDINGS LLC WV WIND HOLDINGS LLC By: Name: Kevin P. Malcarney Title: Secretary Docusign Envelope ID: 04C25FCA-6B43-46BF-BBE6-2E8A6562144F

[Signature Page to Nineteenth Supplemental Indenture] CSC DELAWARE TRUST COMPANY, AS TRUSTEE By: Name: Title: Lici Zhu Vice President

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Execution Version ELEVENTH SUPPLEMENTAL INDENTURE ELEVENTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of April 30, 2025, among Clearway OpCo Power Marketing Holdings LLC, a Delaware limited liability company (“COPMH”), Catalina Solar Investment Holdco LLC, a Delaware limited liability company (such entity, together with COPMH, the “Guaranteeing Subsidiaries”, and each, a “Guaranteeing Subsidiary”), subsidiaries of Clearway Energy Operating LLC (or its permitted successor), a Delaware limited liability company (the “Company”), the Company, the other Guarantors (as defined in the Indenture referred to herein) and CSC Delaware Trust Company (formerly known as Delaware Trust Company), as trustee under the Indenture referred to below (the “Trustee”). W I T N E S S E T H WHEREAS, the Company has heretofore executed and delivered to the Trustee an indenture (the “Indenture”), dated as of March 9, 2021 providing for the issuance of 3.750% Senior Notes due 2031 (the “Notes”); WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiaries shall execute and deliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiaries shall fully and unconditionally guarantee all of the Company’s Obligations under the Notes and the Indenture on the terms and conditions set forth herein (the “Subsidiary Guarantee”); and WHEREAS, pursuant to Sections 4.10 and 9.01 of the Indenture, the Trustee, the Company and the other Guarantors are authorized to execute and deliver this Supplemental Indenture. NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, each Guaranteeing Subsidiary and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows: 1. CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture. 2. AGREEMENT TO GUARANTEE. Each Guaranteeing Subsidiary hereby becomes party to the Indenture as a Guarantor and as such will have all the rights and be subject to all the Obligations and agreements of a Guarantor under the Indenture. Each Guaranteeing Subsidiary hereby agrees to provide full and unconditional Guarantees on the terms and subject to the conditions set forth in the Subsidiary Guarantee and in the Indenture including but not limited to Article 10 thereof. 3. NO RECOURSE AGAINST OTHERS. No director, officer, employee, incorporator or stockholder of the Company or any Guarantor, as such, will have any liability for any obligations of the Company or the Guarantors under the Notes, this Indenture, the Subsidiary Guarantees or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Notes by accepting a Note waives and releases all such liability. The

120988048.3 2 waiver and release are part of the consideration for issuance of the Notes. The waiver may not be effective to waive liabilities under the federal securities laws. 4. NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. 5. COUNTERPARTS. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. 6. EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall not affect the construction hereof. 7. THE TRUSTEE. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by each Guaranteeing Subsidiary and the Company. 8. RATIFICATION OF INDENTURE; SUPPLEMENTAL INDENTURE FOR ADDITIONAL GUARANTEES PART OF INDENTURE. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture for Additional Guarantees shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered shall by bound hereby. 9. ELECTRONIC SIGNATURES. Each of the transaction parties agrees on behalf of itself, and any Person acting or claiming by, under or through such transaction party, that any written instrument delivered in connection with this Supplemental Indenture, the Indenture or any related document, including without limitation any amendments or supplements to such documents, may be executed by electronic methods (whether by .pdf scan or utilization of an electronic signature platform or application). Any electronic signature document delivered via email from an Officer of the Company, any Guaranteeing Subsidiary or any other Guarantor to the Trustee shall be considered signed or executed by such person on behalf of the Company, such Guaranteeing Subsidiary, or such other Guarantor, as applicable. Each of the Company, the Guaranteeing Subsidiaries, and the other Guarantors agree to assume all risks arising out of the use of electronic methods for all purposes including the authorization, execution, delivery, or submission of documents, instruments, notices, directions, instructions, reports, opinions and certificates to the Trustee, including without limitation the risk of the Trustee acting on unauthorized instructions, and the risk of interception and misuse by third parties. Any electronic signature shall have the same legal validity and enforceability as a manually executed signature to the fullest extent permitted by applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any similar federal or state law, rule or regulation, as the same may be in effect from time to time, and the parties hereby waive any objection to the contrary. Any document accepted, executed

120988048.3 3 or agreed to in conformity with such laws will be binding on all parties hereto to the same extent as if it were physically executed and each party hereby consents to the use of any third party electronic signature capture service providers as may be reasonably chosen by a signatory hereto.

[Signature Page to Eleventh Supplemental Indenture] IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed and attested, all as of the date first above written. CLEARWAY OPCO POWER MARKETING HOLDINGS LLC CATALINA SOLAR INVESTMENT HOLDCO LLC By: Name: Kevin P. Malcarney Title: Secretary CLEARWAY ENERGY OPERATING LLC CLEARWAY ENERGY LLC DGPV HOLDING LLC By: Name: Kevin P. Malcarney Title: Executive Vice President, General Counsel and Secretary Docusign Envelope ID: 04C25FCA-6B43-46BF-BBE6-2E8A6562144F

[Signature Page to Eleventh Supplemental Indenture] ALTA WIND 1-5 HOLDING COMPANY, LLC ALTA WIND COMPANY, LLC CAPISTRANO PORTFOLIO HOLDINGS LLC CBAD HOLDINGS II, LLC CEDAR CREEK WIND HOLDINGS LLC CEDRO HILL BL BORROWER HOLDCO LLC CLEARWAY SOLAR STAR LLC CWEN PINNACLE REPOWERING HOLDINGS LLC CWSP RATTLESNAKE HOLDING LLC DAGGETT SOLAR HOLDCO LLC DAN’S MOUNTAIN PARENT HOLDINGS LLC DG-CS HOLDINGS LLC DG SREC HOLDCO LLC HONEYCOMB 1 HOLDINGS LLC LANGFORD HOLDING LLC LIGHTHOUSE RENEWABLE HOLDINGS LLC LV-DAGGETT PARENT HOLDINGS LLC MARSH LANDING HOLDCO LLC NATURAL GAS CA HOLDCO LLC NATURAL GAS CA HOLDINGS LLC NIMH SOLAR HOLDINGS LLC OCOTILLO WINDPOWER HOLDINGS LLC PINE FOREST HOLDCO LLC PORTFOLIO SOLAR I, LLC ROSAMOND SOLAR HOLDCO LLC ROSAMOND SOUTH HOLDCO LLC RPV HOLDING LLC SOLAR FLAGSTAFF ONE LLC SOLAR IGUANA LLC SOLAR LAS VEGAS MB 1 LLC SOLAR TABERNACLE LLC SOUTH TRENT HOLDINGS LLC SPP ASSET HOLDINGS, LLC SPP FUND II HOLDINGS, LLC SPP FUND II, LLC SPP FUND II-B, LLC SPP FUND III, LLC SPRING CANYON TE HOLDINGS LLC UTAH SOLAR MASTER HOLDCO LLC VP-ARICA PARENT HOLDINGS LLC WASHINGTON WIND HOLDINGS LLC WV WIND HOLDINGS LLC By: Name: Kevin P. Malcarney Title: Secretary Docusign Envelope ID: 04C25FCA-6B43-46BF-BBE6-2E8A6562144F

[Signature Page to Eleventh Supplemental Indenture] CSC DELAWARE TRUST COMPANY, AS TRUSTEE By: Name: Title: Lici Zhu Vice President

a449tenth-043025xclearwa

Execution Version TENTH SUPPLEMENTAL INDENTURE TENTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of April 30, 2025, among Clearway OpCo Power Marketing Holdings LLC, a Delaware limited liability company (“COPMH”), Catalina Solar Investment Holdco LLC, a Delaware limited liability company (such entity, together with COPMH, the “Guaranteeing Subsidiaries”, and each, a “Guaranteeing Subsidiary”), subsidiaries of Clearway Energy Operating LLC (or its permitted successor), a Delaware limited liability company (the “Company”), the Company, the other Guarantors (as defined in the Indenture referred to herein) and CSC Delaware Trust Company (formerly known as Delaware Trust Company), as trustee under the Indenture referred to below (the “Trustee”). W I T N E S S E T H WHEREAS, the Company has heretofore executed and delivered to the Trustee an indenture (the “Indenture”), dated as of October 1, 2021 providing for the issuance of 3.750% Senior Notes due 2032 (the “Notes”); WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiaries shall execute and deliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiaries shall fully and unconditionally guarantee all of the Company’s Obligations under the Notes and the Indenture on the terms and conditions set forth herein (the “Subsidiary Guarantee”); and WHEREAS, pursuant to Sections 4.10 and 9.01 of the Indenture, the Trustee, the Company and the other Guarantors are authorized to execute and deliver this Supplemental Indenture. NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, each Guaranteeing Subsidiary and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows: 1. CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture. 2. AGREEMENT TO GUARANTEE. Each Guaranteeing Subsidiary hereby becomes party to the Indenture as a Guarantor and as such will have all the rights and be subject to all the Obligations and agreements of a Guarantor under the Indenture. Each Guaranteeing Subsidiary hereby agrees to provide full and unconditional Guarantees on the terms and subject to the conditions set forth in the Subsidiary Guarantee and in the Indenture including but not limited to Article 10 thereof. 3. NO RECOURSE AGAINST OTHERS. No director, officer, employee, incorporator or stockholder of the Company or any Guarantor, as such, will have any liability for any obligations of the Company or the Guarantors under the Notes, this Indenture, the Subsidiary Guarantees or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Notes by accepting a Note waives and releases all such liability. The

120988033.3 2 waiver and release are part of the consideration for issuance of the Notes. The waiver may not be effective to waive liabilities under the federal securities laws. 4. NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. 5. COUNTERPARTS. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. 6. EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall not affect the construction hereof. 7. THE TRUSTEE. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by each Guaranteeing Subsidiary and the Company. 8. RATIFICATION OF INDENTURE; SUPPLEMENTAL INDENTURE FOR ADDITIONAL GUARANTEES PART OF INDENTURE. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture for Additional Guarantees shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered shall by bound hereby. 9. ELECTRONIC SIGNATURES. Each of the transaction parties agrees on behalf of itself, and any Person acting or claiming by, under or through such transaction party, that any written instrument delivered in connection with this Supplemental Indenture, the Indenture or any related document, including without limitation any amendments or supplements to such documents, may be executed by electronic methods (whether by .pdf scan or utilization of an electronic signature platform or application). Any electronic signature document delivered via email from an Officer of the Company, any Guaranteeing Subsidiary or any other Guarantor to the Trustee shall be considered signed or executed by such person on behalf of the Company, such Guaranteeing Subsidiary, or such other Guarantor, as applicable. Each of the Company, the Guaranteeing Subsidiaries, and the other Guarantors agree to assume all risks arising out of the use of electronic methods for all purposes including the authorization, execution, delivery, or submission of documents, instruments, notices, directions, instructions, reports, opinions and certificates to the Trustee, including without limitation the risk of the Trustee acting on unauthorized instructions, and the risk of interception and misuse by third parties. Any electronic signature shall have the same legal validity and enforceability as a manually executed signature to the fullest extent permitted by applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any similar federal or state law, rule or regulation, as the same may be in effect from time to time, and the parties hereby waive any objection to the contrary. Any document accepted, executed

120988033.3 3 or agreed to in conformity with such laws will be binding on all parties hereto to the same extent as if it were physically executed and each party hereby consents to the use of any third party electronic signature capture service providers as may be reasonably chosen by a signatory hereto.

[Signature Page to Tenth Supplemental Indenture] IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed and attested, all as of the date first above written. CLEARWAY OPCO POWER MARKETING HOLDINGS LLC CATALINA SOLAR INVESTMENT HOLDCO LLC By: Name: Kevin P. Malcarney Title: Secretary CLEARWAY ENERGY OPERATING LLC CLEARWAY ENERGY LLC DGPV HOLDING LLC By: Name: Kevin P. Malcarney Title: Executive Vice President, General Counsel and Secretary Docusign Envelope ID: 04C25FCA-6B43-46BF-BBE6-2E8A6562144F

[Signature Page to Tenth Supplemental Indenture] ALTA WIND 1-5 HOLDING COMPANY, LLC ALTA WIND COMPANY, LLC CAPISTRANO PORTFOLIO HOLDINGS LLC CBAD HOLDINGS II, LLC CEDAR CREEK WIND HOLDINGS LLC CEDRO HILL BL BORROWER HOLDCO LLC CLEARWAY SOLAR STAR LLC CWEN PINNACLE REPOWERING HOLDINGS LLC CWSP RATTLESNAKE HOLDING LLC DAGGETT SOLAR HOLDCO LLC DAN’S MOUNTAIN PARENT HOLDINGS LLC DG-CS HOLDINGS LLC DG SREC HOLDCO LLC HONEYCOMB 1 HOLDINGS LLC LANGFORD HOLDING LLC LIGHTHOUSE RENEWABLE HOLDINGS LLC LV-DAGGETT PARENT HOLDINGS LLC MARSH LANDING HOLDCO LLC NATURAL GAS CA HOLDCO LLC NATURAL GAS CA HOLDINGS LLC NIMH SOLAR HOLDINGS LLC OCOTILLO WINDPOWER HOLDINGS LLC PINE FOREST HOLDCO LLC PORTFOLIO SOLAR I, LLC ROSAMOND SOLAR HOLDCO LLC ROSAMOND SOUTH HOLDCO LLC RPV HOLDING LLC SOLAR FLAGSTAFF ONE LLC SOLAR IGUANA LLC SOLAR LAS VEGAS MB 1 LLC SOLAR TABERNACLE LLC SOUTH TRENT HOLDINGS LLC SPP ASSET HOLDINGS, LLC SPP FUND II HOLDINGS, LLC SPP FUND II, LLC SPP FUND II-B, LLC SPP FUND III, LLC SPRING CANYON TE HOLDINGS LLC UTAH SOLAR MASTER HOLDCO LLC VP-ARICA PARENT HOLDINGS LLC WASHINGTON WIND HOLDINGS LLC WV WIND HOLDINGS LLC By: Name: Kevin P. Malcarney Title: Secretary Docusign Envelope ID: 04C25FCA-6B43-46BF-BBE6-2E8A6562144F

[Signature Page to Tenth Supplemental Indenture] CSC DELAWARE TRUST COMPANY, AS TRUSTEE By: Name: Title: Lici Zhu Vice President

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EXECUTION VERSION TWENTIETH SUPPLEMENTAL INDENTURE TWENTIETH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of October 17, 2025, among Cardinal Holdings LLC, a Delaware limited liability company (such entity, the “Guaranteeing Subsidiary”), a subsidiary of Clearway Energy Operating LLC (or its permitted successor), a Delaware limited liability company (the “Company”), the Company, the other Guarantors (as defined in the Indenture referred to herein) and CSC Delaware Trust Company (formerly known as Delaware Trust Company), as trustee under the Indenture referred to below (the “Trustee”). W I T N E S S E T H WHEREAS, the Company has heretofore executed and delivered to the Trustee an indenture (the “Indenture”), dated as of December 11, 2019 providing for the issuance of 4.750% Senior Notes due 2028 (the “Notes”); WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiary shall fully and unconditionally guarantee all of the Company’s Obligations under the Notes and the Indenture on the terms and conditions set forth herein (the “Subsidiary Guarantee”); and WHEREAS, pursuant to Sections 4.10 and 9.01 of the Indenture, the Trustee, the Company and the other Guarantors are authorized to execute and deliver this Supplemental Indenture. NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Guaranteeing Subsidiary and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows: 1. CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture. 2. AGREEMENT TO GUARANTEE. The Guaranteeing Subsidiary hereby becomes party to the Indenture as a Guarantor and as such will have all the rights and be subject to all the Obligations and agreements of a Guarantor under the Indenture. The Guaranteeing Subsidiary hereby agrees to provide full and unconditional Guarantees on the terms and subject to the conditions set forth in the Subsidiary Guarantee and in the Indenture including but not limited to Article 10 thereof. 3. NO RECOURSE AGAINST OTHERS. No director, officer, employee, incorporator or stockholder of the Company or any Guarantor, as such, will have any liability for any obligations of the Company or the Guarantors under the Notes, this Indenture, the Subsidiary Guarantees or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. The waiver may not be effective to waive liabilities under the federal securities laws.

2 4. NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. 5. COUNTERPARTS. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. 6. EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall not affect the construction hereof. 7. THE TRUSTEE. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiary and the Company. 8. RATIFICATION OF INDENTURE; SUPPLEMENTAL INDENTURE FOR ADDITIONAL GUARANTEES PART OF INDENTURE. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture for Additional Guarantees shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered shall by bound hereby. 9. ELECTRONIC SIGNATURES. Each of the transaction parties agrees on behalf of itself, and any Person acting or claiming by, under or through such transaction party, that any written instrument delivered in connection with this Supplemental Indenture, the Indenture or any related document, including without limitation any amendments or supplements to such documents, may be executed by electronic methods (whether by .pdf scan or utilization of an electronic signature platform or application). Any electronic signature document delivered via email from an Officer of the Company, the Guaranteeing Subsidiary or any other Guarantor to the Trustee shall be considered signed or executed by such person on behalf of the Company, the Guaranteeing Subsidiary, or such other Guarantor, as applicable. Each of the Company, the Guaranteeing Subsidiary, and the other Guarantors agree to assume all risks arising out of the use of electronic methods for all purposes including the authorization, execution, delivery, or submission of documents, instruments, notices, directions, instructions, reports, opinions and certificates to the Trustee, including without limitation the risk of the Trustee acting on unauthorized instructions, and the risk of interception and misuse by third parties. Any electronic signature shall have the same legal validity and enforceability as a manually executed signature to the fullest extent permitted by applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any similar federal or state law, rule or regulation, as the same may be in effect from time to time, and the parties hereby waive any objection to the contrary. Any document accepted, executed or agreed to in conformity with such laws will be binding on all parties hereto to the same extent as if it were physically executed and each party hereby consents to the use of any third party electronic signature capture service providers as may be reasonably chosen by a signatory hereto.

[Signature Page to Twentieth Supplemental Indenture] IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed and attested, all as of the date first above written. CARDINAL HOLDINGS LLC By: Name: Kevin P. Malcarney Title: Secretary CLEARWAY ENERGY OPERATING LLC CLEARWAY ENERGY LLC DGPV HOLDING LLC By: Name: Kevin P. Malcarney Title: Executive Vice President, General Counsel and Secretary Docusign Envelope ID: 75A4F675-7F15-4F32-A800-43998DEC137F

[Signature Page to Twentieth Supplemental Indenture] ALTA WIND 1-5 HOLDING COMPANY, LLC ALTA WIND COMPANY, LLC CAPISTRANO PORTFOLIO HOLDINGS LLC CATALINA SOLAR INVESTMENT HOLDCO LLC CBAD HOLDINGS II, LLC CEDAR CREEK WIND HOLDINGS LLC CEDRO HILL BL BORROWER HOLDCO LLC CLEARWAY OPCO POWER MARKETING HOLDINGS LLC CLEARWAY SOLAR STAR LLC CWEN PINNACLE REPOWERING HOLDINGS LLC CWSP RATTLESNAKE HOLDING LLC DAGGETT SOLAR HOLDCO LLC DAN’S MOUNTAIN PARENT HOLDINGS LLC DG-CS HOLDINGS LLC DG SREC HOLDCO LLC HONEYCOMB 1 HOLDINGS LLC LANGFORD HOLDING LLC LIGHTHOUSE RENEWABLE HOLDINGS LLC LV-DAGGETT PARENT HOLDINGS LLC MARSH LANDING HOLDCO LLC NATURAL GAS CA HOLDCO LLC NATURAL GAS CA HOLDINGS LLC NIMH SOLAR HOLDINGS LLC OCOTILLO WINDPOWER HOLDINGS LLC PINE FOREST HOLDCO LLC PORTFOLIO SOLAR I, LLC ROSAMOND SOLAR HOLDCO LLC ROSAMOND SOUTH HOLDCO LLC RPV HOLDING LLC SOLAR FLAGSTAFF ONE LLC SOLAR IGUANA LLC SOLAR LAS VEGAS MB 1 LLC SOLAR TABERNACLE LLC SOUTH TRENT HOLDINGS LLC SPP ASSET HOLDINGS, LLC SPP FUND II HOLDINGS, LLC SPP FUND II, LLC SPP FUND II-B, LLC SPP FUND III, LLC SPRING CANYON TE HOLDINGS LLC UTAH SOLAR MASTER HOLDCO LLC VP-ARICA PARENT HOLDINGS LLC WASHINGTON WIND HOLDINGS LLC WV WIND HOLDINGS LLC By: Name: Kevin P. Malcarney Title: Secretary Docusign Envelope ID: 75A4F675-7F15-4F32-A800-43998DEC137F

[Signature Page to Twentieth Supplemental Indenture] CSC DELAWARE TRUST COMPANY, AS TRUSTEE By: Name: Lici Zhu Title: Vice President

a451twelfth-101725xcardi

EXECUTION VERSION TWELFTH SUPPLEMENTAL INDENTURE TWELFTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of October 17, 2025, among Cardinal Holdings LLC, a Delaware limited liability company (such entity, the “Guaranteeing Subsidiary”), a subsidiary of Clearway Energy Operating LLC (or its permitted successor), a Delaware limited liability company (the “Company”), the Company, the other Guarantors (as defined in the Indenture referred to herein) and CSC Delaware Trust Company (formerly known as Delaware Trust Company), as trustee under the Indenture referred to below (the “Trustee”). W I T N E S S E T H WHEREAS, the Company has heretofore executed and delivered to the Trustee an indenture (the “Indenture”), dated as of March 9, 2021 providing for the issuance of 3.750% Senior Notes due 2031 (the “Notes”); WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiary shall fully and unconditionally guarantee all of the Company’s Obligations under the Notes and the Indenture on the terms and conditions set forth herein (the “Subsidiary Guarantee”); and WHEREAS, pursuant to Sections 4.10 and 9.01 of the Indenture, the Trustee, the Company and the other Guarantors are authorized to execute and deliver this Supplemental Indenture. NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Guaranteeing Subsidiary and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows: 1. CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture. 2. AGREEMENT TO GUARANTEE. The Guaranteeing Subsidiary hereby becomes party to the Indenture as a Guarantor and as such will have all the rights and be subject to all the Obligations and agreements of a Guarantor under the Indenture. The Guaranteeing Subsidiary hereby agrees to provide full and unconditional Guarantees on the terms and subject to the conditions set forth in the Subsidiary Guarantee and in the Indenture including but not limited to Article 10 thereof. 3. NO RECOURSE AGAINST OTHERS. No director, officer, employee, incorporator or stockholder of the Company or any Guarantor, as such, will have any liability for any obligations of the Company or the Guarantors under the Notes, this Indenture, the Subsidiary Guarantees or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. The waiver may not be effective to waive liabilities under the federal securities laws.

2 4. NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. 5. COUNTERPARTS. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. 6. EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall not affect the construction hereof. 7. THE TRUSTEE. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiary and the Company. 8. RATIFICATION OF INDENTURE; SUPPLEMENTAL INDENTURE FOR ADDITIONAL GUARANTEES PART OF INDENTURE. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture for Additional Guarantees shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered shall by bound hereby. 9. ELECTRONIC SIGNATURES. Each of the transaction parties agrees on behalf of itself, and any Person acting or claiming by, under or through such transaction party, that any written instrument delivered in connection with this Supplemental Indenture, the Indenture or any related document, including without limitation any amendments or supplements to such documents, may be executed by electronic methods (whether by .pdf scan or utilization of an electronic signature platform or application). Any electronic signature document delivered via email from an Officer of the Company, the Guaranteeing Subsidiary or any other Guarantor to the Trustee shall be considered signed or executed by such person on behalf of the Company, the Guaranteeing Subsidiary, or such other Guarantor, as applicable. Each of the Company, the Guaranteeing Subsidiary, and the other Guarantors agree to assume all risks arising out of the use of electronic methods for all purposes including the authorization, execution, delivery, or submission of documents, instruments, notices, directions, instructions, reports, opinions and certificates to the Trustee, including without limitation the risk of the Trustee acting on unauthorized instructions, and the risk of interception and misuse by third parties. Any electronic signature shall have the same legal validity and enforceability as a manually executed signature to the fullest extent permitted by applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any similar federal or state law, rule or regulation, as the same may be in effect from time to time, and the parties hereby waive any objection to the contrary. Any document accepted, executed or agreed to in conformity with such laws will be binding on all parties hereto to the same extent as if it were physically executed and each party hereby consents to the use of any third party electronic signature capture service providers as may be reasonably chosen by a signatory hereto.

[Signature Page to Twelfth Supplemental Indenture] IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed and attested, all as of the date first above written. CARDINAL HOLDINGS LLC By: Name: Kevin P. Malcarney Title: Secretary CLEARWAY ENERGY OPERATING LLC CLEARWAY ENERGY LLC DGPV HOLDING LLC By: Name: Kevin P. Malcarney Title: Executive Vice President, General Counsel and Secretary Docusign Envelope ID: 75A4F675-7F15-4F32-A800-43998DEC137F

[Signature Page to Twelfth Supplemental Indenture] ALTA WIND 1-5 HOLDING COMPANY, LLC ALTA WIND COMPANY, LLC CAPISTRANO PORTFOLIO HOLDINGS LLC CATALINA SOLAR INVESTMENT HOLDCO LLC CBAD HOLDINGS II, LLC CEDAR CREEK WIND HOLDINGS LLC CEDRO HILL BL BORROWER HOLDCO LLC CLEARWAY OPCO POWER MARKETING HOLDINGS LLC CLEARWAY SOLAR STAR LLC CWEN PINNACLE REPOWERING HOLDINGS LLC CWSP RATTLESNAKE HOLDING LLC DAGGETT SOLAR HOLDCO LLC DAN’S MOUNTAIN PARENT HOLDINGS LLC DG-CS HOLDINGS LLC DG SREC HOLDCO LLC HONEYCOMB 1 HOLDINGS LLC LANGFORD HOLDING LLC LIGHTHOUSE RENEWABLE HOLDINGS LLC LV-DAGGETT PARENT HOLDINGS LLC MARSH LANDING HOLDCO LLC NATURAL GAS CA HOLDCO LLC NATURAL GAS CA HOLDINGS LLC NIMH SOLAR HOLDINGS LLC OCOTILLO WINDPOWER HOLDINGS LLC PINE FOREST HOLDCO LLC PORTFOLIO SOLAR I, LLC ROSAMOND SOLAR HOLDCO LLC ROSAMOND SOUTH HOLDCO LLC RPV HOLDING LLC SOLAR FLAGSTAFF ONE LLC SOLAR IGUANA LLC SOLAR LAS VEGAS MB 1 LLC SOLAR TABERNACLE LLC SOUTH TRENT HOLDINGS LLC SPP ASSET HOLDINGS, LLC SPP FUND II HOLDINGS, LLC SPP FUND II, LLC SPP FUND II-B, LLC SPP FUND III, LLC SPRING CANYON TE HOLDINGS LLC UTAH SOLAR MASTER HOLDCO LLC VP-ARICA PARENT HOLDINGS LLC WASHINGTON WIND HOLDINGS LLC WV WIND HOLDINGS LLC By: Name: Kevin P. Malcarney Title: Secretary Docusign Envelope ID: 75A4F675-7F15-4F32-A800-43998DEC137F

[Signature Page to Twelfth Supplemental Indenture] CSC DELAWARE TRUST COMPANY, AS TRUSTEE By: Name: Lici Zhu Title: Vice President

a452eleventh-101725xcard

EXECUTION VERSION ELEVENTH SUPPLEMENTAL INDENTURE ELEVENTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of October 17, 2025, among Cardinal Holdings LLC, a Delaware limited liability company (such entity, the “Guaranteeing Subsidiary”), a subsidiary of Clearway Energy Operating LLC (or its permitted successor), a Delaware limited liability company (the “Company”), the Company, the other Guarantors (as defined in the Indenture referred to herein) and CSC Delaware Trust Company (formerly known as Delaware Trust Company), as trustee under the Indenture referred to below (the “Trustee”). W I T N E S S E T H WHEREAS, the Company has heretofore executed and delivered to the Trustee an indenture (the “Indenture”), dated as of October 1, 2021 providing for the issuance of 3.750% Senior Notes due 2032 (the “Notes”); WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiary shall fully and unconditionally guarantee all of the Company’s Obligations under the Notes and the Indenture on the terms and conditions set forth herein (the “Subsidiary Guarantee”); and WHEREAS, pursuant to Sections 4.10 and 9.01 of the Indenture, the Trustee, the Company and the other Guarantors are authorized to execute and deliver this Supplemental Indenture. NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Guaranteeing Subsidiary and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows: 1. CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture. 2. AGREEMENT TO GUARANTEE. The Guaranteeing Subsidiary hereby becomes party to the Indenture as a Guarantor and as such will have all the rights and be subject to all the Obligations and agreements of a Guarantor under the Indenture. The Guaranteeing Subsidiary hereby agrees to provide full and unconditional Guarantees on the terms and subject to the conditions set forth in the Subsidiary Guarantee and in the Indenture including but not limited to Article 10 thereof. 3. NO RECOURSE AGAINST OTHERS. No director, officer, employee, incorporator or stockholder of the Company or any Guarantor, as such, will have any liability for any obligations of the Company or the Guarantors under the Notes, this Indenture, the Subsidiary Guarantees or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. The waiver may not be effective to waive liabilities under the federal securities laws.

2 4. NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. 5. COUNTERPARTS. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. 6. EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall not affect the construction hereof. 7. THE TRUSTEE. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiary and the Company. 8. RATIFICATION OF INDENTURE; SUPPLEMENTAL INDENTURE FOR ADDITIONAL GUARANTEES PART OF INDENTURE. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture for Additional Guarantees shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered shall by bound hereby. 9. ELECTRONIC SIGNATURES. Each of the transaction parties agrees on behalf of itself, and any Person acting or claiming by, under or through such transaction party, that any written instrument delivered in connection with this Supplemental Indenture, the Indenture or any related document, including without limitation any amendments or supplements to such documents, may be executed by electronic methods (whether by .pdf scan or utilization of an electronic signature platform or application). Any electronic signature document delivered via email from an Officer of the Company, the Guaranteeing Subsidiary or any other Guarantor to the Trustee shall be considered signed or executed by such person on behalf of the Company, the Guaranteeing Subsidiary, or such other Guarantor, as applicable. Each of the Company, the Guaranteeing Subsidiary, and the other Guarantors agree to assume all risks arising out of the use of electronic methods for all purposes including the authorization, execution, delivery, or submission of documents, instruments, notices, directions, instructions, reports, opinions and certificates to the Trustee, including without limitation the risk of the Trustee acting on unauthorized instructions, and the risk of interception and misuse by third parties. Any electronic signature shall have the same legal validity and enforceability as a manually executed signature to the fullest extent permitted by applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any similar federal or state law, rule or regulation, as the same may be in effect from time to time, and the parties hereby waive any objection to the contrary. Any document accepted, executed or agreed to in conformity with such laws will be binding on all parties hereto to the same extent as if it were physically executed and each party hereby consents to the use of any third party electronic signature capture service providers as may be reasonably chosen by a signatory hereto.

[Signature Page to Eleventh Supplemental Indenture] IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed and attested, all as of the date first above written. CARDINAL HOLDINGS LLC By: Name: Kevin P. Malcarney Title: Secretary CLEARWAY ENERGY OPERATING LLC CLEARWAY ENERGY LLC DGPV HOLDING LLC By: Name: Kevin P. Malcarney Title: Executive Vice President, General Counsel and Secretary Docusign Envelope ID: 75A4F675-7F15-4F32-A800-43998DEC137F

[Signature Page to Eleventh Supplemental Indenture] ALTA WIND 1-5 HOLDING COMPANY, LLC ALTA WIND COMPANY, LLC CAPISTRANO PORTFOLIO HOLDINGS LLC CATALINA SOLAR INVESTMENT HOLDCO LLC CBAD HOLDINGS II, LLC CEDAR CREEK WIND HOLDINGS LLC CEDRO HILL BL BORROWER HOLDCO LLC CLEARWAY OPCO POWER MARKETING HOLDINGS LLC CLEARWAY SOLAR STAR LLC CWEN PINNACLE REPOWERING HOLDINGS LLC CWSP RATTLESNAKE HOLDING LLC DAGGETT SOLAR HOLDCO LLC DAN’S MOUNTAIN PARENT HOLDINGS LLC DG-CS HOLDINGS LLC DG SREC HOLDCO LLC HONEYCOMB 1 HOLDINGS LLC LANGFORD HOLDING LLC LIGHTHOUSE RENEWABLE HOLDINGS LLC LV-DAGGETT PARENT HOLDINGS LLC MARSH LANDING HOLDCO LLC NATURAL GAS CA HOLDCO LLC NATURAL GAS CA HOLDINGS LLC NIMH SOLAR HOLDINGS LLC OCOTILLO WINDPOWER HOLDINGS LLC PINE FOREST HOLDCO LLC PORTFOLIO SOLAR I, LLC ROSAMOND SOLAR HOLDCO LLC ROSAMOND SOUTH HOLDCO LLC RPV HOLDING LLC SOLAR FLAGSTAFF ONE LLC SOLAR IGUANA LLC SOLAR LAS VEGAS MB 1 LLC SOLAR TABERNACLE LLC SOUTH TRENT HOLDINGS LLC SPP ASSET HOLDINGS, LLC SPP FUND II HOLDINGS, LLC SPP FUND II, LLC SPP FUND II-B, LLC SPP FUND III, LLC SPRING CANYON TE HOLDINGS LLC UTAH SOLAR MASTER HOLDCO LLC VP-ARICA PARENT HOLDINGS LLC WASHINGTON WIND HOLDINGS LLC WV WIND HOLDINGS LLC By: Name: Kevin P. Malcarney Title: Secretary Docusign Envelope ID: 75A4F675-7F15-4F32-A800-43998DEC137F

[Signature Page to Eleventh Supplemental Indenture] CSC DELAWARE TRUST COMPANY, AS TRUSTEE By: Name: Lici Zhu Title: Vice President

a453twentyfirst-rs2xspin

EXECUTION VERSION TWENTY-FIRST SUPPLEMENTAL INDENTURE TWENTY-FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of December 22, 2025, among RS2-Spindle Holdings LLC, a Delaware limited liability company (such entity, the “Guaranteeing Subsidiary”), a subsidiary of Clearway Energy Operating LLC (or its permitted successor), a Delaware limited liability company (the “Company”), the Company, the other Guarantors (as defined in the Indenture referred to herein) and CSC Delaware Trust Company (formerly known as Delaware Trust Company), as trustee under the Indenture referred to below (the “Trustee”). W I T N E S S E T H WHEREAS, the Company has heretofore executed and delivered to the Trustee an indenture (the “Indenture”), dated as of December 11, 2019 providing for the issuance of 4.750% Senior Notes due 2028 (the “Notes”); WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiary shall fully and unconditionally guarantee all of the Company’s Obligations under the Notes and the Indenture on the terms and conditions set forth herein (the “Subsidiary Guarantee”); and WHEREAS, pursuant to Sections 4.10 and 9.01 of the Indenture, the Trustee, the Company and the other Guarantors are authorized to execute and deliver this Supplemental Indenture. NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Guaranteeing Subsidiary and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows: 1. CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture. 2. AGREEMENT TO GUARANTEE. The Guaranteeing Subsidiary hereby becomes party to the Indenture as a Guarantor and as such will have all the rights and be subject to all the Obligations and agreements of a Guarantor under the Indenture. The Guaranteeing Subsidiary hereby agrees to provide full and unconditional Guarantees on the terms and subject to the conditions set forth in the Subsidiary Guarantee and in the Indenture including but not limited to Article 10 thereof. 3. NO RECOURSE AGAINST OTHERS. No director, officer, employee, incorporator or stockholder of the Company or any Guarantor, as such, will have any liability for any obligations of the Company or the Guarantors under the Notes, this Indenture, the Subsidiary Guarantees or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. The waiver may not be effective to waive liabilities under the federal securities laws.

2 132737004.v4 4. NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. 5. COUNTERPARTS. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. 6. EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall not affect the construction hereof. 7. THE TRUSTEE. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiary and the Company. 8. RATIFICATION OF INDENTURE; SUPPLEMENTAL INDENTURE FOR ADDITIONAL GUARANTEES PART OF INDENTURE. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture for Additional Guarantees shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered shall by bound hereby. 9. ELECTRONIC SIGNATURES. Each of the transaction parties agrees on behalf of itself, and any Person acting or claiming by, under or through such transaction party, that any written instrument delivered in connection with this Supplemental Indenture, the Indenture or any related document, including without limitation any amendments or supplements to such documents, may be executed by electronic methods (whether by .pdf scan or utilization of an electronic signature platform or application). Any electronic signature document delivered via email from an Officer of the Company, the Guaranteeing Subsidiary or any other Guarantor to the Trustee shall be considered signed or executed by such person on behalf of the Company, the Guaranteeing Subsidiary, or such other Guarantor, as applicable. Each of the Company, the Guaranteeing Subsidiary, and the other Guarantors agree to assume all risks arising out of the use of electronic methods for all purposes including the authorization, execution, delivery, or submission of documents, instruments, notices, directions, instructions, reports, opinions and certificates to the Trustee, including without limitation the risk of the Trustee acting on unauthorized instructions, and the risk of interception and misuse by third parties. Any electronic signature shall have the same legal validity and enforceability as a manually executed signature to the fullest extent permitted by applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any similar federal or state law, rule or regulation, as the same may be in effect from time to time, and the parties hereby waive any objection to the contrary. Any document accepted, executed or agreed to in conformity with such laws will be binding on all parties hereto to the same extent as if it were physically executed and each party hereby consents to the use of any third party electronic signature capture service providers as may be reasonably chosen by a signatory hereto.

[Signature Page to Twenty-First Supplemental Indenture] IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed and attested, all as of the date first above written. RS2-SPINDLE HOLDINGS LLC By: Name: Kevin P. Malcarney Title: Secretary CLEARWAY ENERGY OPERATING LLC CLEARWAY ENERGY LLC DGPV HOLDING LLC By: Name: Kevin P. Malcarney Title: Executive Vice President, General Counsel and Secretary Docusign Envelope ID: 9A79FE29-3C97-40C4-9B69-6876A5B7254F

[Signature Page to Twenty-First Supplemental Indenture] ALTA WIND 1-5 HOLDING COMPANY, LLC ALTA WIND COMPANY, LLC CAPISTRANO PORTFOLIO HOLDINGS LLC CARDINAL HOLDINGS LLC CATALINA SOLAR INVESTMENT HOLDCO LLC CBAD HOLDINGS II, LLC CEDAR CREEK WIND HOLDINGS LLC CEDRO HILL BL BORROWER HOLDCO LLC CLEARWAY OPCO POWER MARKETING HOLDINGS LLC CLEARWAY SOLAR STAR LLC CWEN PINNACLE REPOWERING HOLDINGS LLC CWSP RATTLESNAKE HOLDING LLC DAGGETT SOLAR HOLDCO LLC DAN’S MOUNTAIN PARENT HOLDINGS LLC DG-CS HOLDINGS LLC DG SREC HOLDCO LLC HONEYCOMB 1 HOLDINGS LLC LANGFORD HOLDING LLC LIGHTHOUSE RENEWABLE HOLDINGS LLC LV-DAGGETT PARENT HOLDINGS LLC NATURAL GAS CA HOLDINGS LLC NIMH SOLAR HOLDINGS LLC OCOTILLO WINDPOWER HOLDINGS LLC PINE FOREST HOLDCO LLC PORTFOLIO SOLAR I, LLC ROSAMOND SOLAR HOLDCO LLC ROSAMOND SOUTH HOLDCO LLC RPV HOLDING LLC SOLAR FLAGSTAFF ONE LLC SOLAR IGUANA LLC SOLAR LAS VEGAS MB 1 LLC SOLAR TABERNACLE LLC SOUTH TRENT HOLDINGS LLC SPP ASSET HOLDINGS, LLC SPP FUND II HOLDINGS, LLC SPP FUND II, LLC SPP FUND II-B, LLC SPP FUND III, LLC SPRING CANYON TE HOLDINGS LLC UTAH SOLAR MASTER HOLDCO LLC VP-ARICA PARENT HOLDINGS LLC WASHINGTON WIND HOLDINGS LLC WV WIND HOLDINGS LLC By: Name: Kevin P. Malcarney Title: Secretary Docusign Envelope ID: C285053B-A506-4F69-8E74-AE363030C8B0

[Signature Page to Twenty-First Supplemental Indenture] CSC DELAWARE TRUST COMPANY, AS TRUSTEE By: Name: Lici Zhu Title: Vice President

a454thirteenth-122225xrs

EXECUTION VERSION THIRTEENTH SUPPLEMENTAL INDENTURE THIRTEENTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of December 22, 2025, among RS2-Spindle Holdings LLC, a Delaware limited liability company (such entity, the “Guaranteeing Subsidiary”), a subsidiary of Clearway Energy Operating LLC (or its permitted successor), a Delaware limited liability company (the “Company”), the Company, the other Guarantors (as defined in the Indenture referred to herein) and CSC Delaware Trust Company (formerly known as Delaware Trust Company), as trustee under the Indenture referred to below (the “Trustee”). W I T N E S S E T H WHEREAS, the Company has heretofore executed and delivered to the Trustee an indenture (the “Indenture”), dated as of March 9, 2021 providing for the issuance of 3.750% Senior Notes due 2031 (the “Notes”); WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiary shall fully and unconditionally guarantee all of the Company’s Obligations under the Notes and the Indenture on the terms and conditions set forth herein (the “Subsidiary Guarantee”); and WHEREAS, pursuant to Sections 4.10 and 9.01 of the Indenture, the Trustee, the Company and the other Guarantors are authorized to execute and deliver this Supplemental Indenture. NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Guaranteeing Subsidiary and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows: 1. CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture. 2. AGREEMENT TO GUARANTEE. The Guaranteeing Subsidiary hereby becomes party to the Indenture as a Guarantor and as such will have all the rights and be subject to all the Obligations and agreements of a Guarantor under the Indenture. The Guaranteeing Subsidiary hereby agrees to provide full and unconditional Guarantees on the terms and subject to the conditions set forth in the Subsidiary Guarantee and in the Indenture including but not limited to Article 10 thereof. 3. NO RECOURSE AGAINST OTHERS. No director, officer, employee, incorporator or stockholder of the Company or any Guarantor, as such, will have any liability for any obligations of the Company or the Guarantors under the Notes, this Indenture, the Subsidiary Guarantees or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. The waiver may not be

2 132737005.v4 effective to waive liabilities under the federal securities laws. 4. NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. 5. COUNTERPARTS. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. 6. EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall not affect the construction hereof. 7. THE TRUSTEE. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiary and the Company. 8. RATIFICATION OF INDENTURE; SUPPLEMENTAL INDENTURE FOR ADDITIONAL GUARANTEES PART OF INDENTURE. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture for Additional Guarantees shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered shall by bound hereby. 9. ELECTRONIC SIGNATURES. Each of the transaction parties agrees on behalf of itself, and any Person acting or claiming by, under or through such transaction party, that any written instrument delivered in connection with this Supplemental Indenture, the Indenture or any related document, including without limitation any amendments or supplements to such documents, may be executed by electronic methods (whether by .pdf scan or utilization of an electronic signature platform or application). Any electronic signature document delivered via email from an Officer of the Company, the Guaranteeing Subsidiary or any other Guarantor to the Trustee shall be considered signed or executed by such person on behalf of the Company, the Guaranteeing Subsidiary, or such other Guarantor, as applicable. Each of the Company, the Guaranteeing Subsidiary, and the other Guarantors agree to assume all risks arising out of the use of electronic methods for all purposes including the authorization, execution, delivery, or submission of documents, instruments, notices, directions, instructions, reports, opinions and certificates to the Trustee, including without limitation the risk of the Trustee acting on unauthorized instructions, and the risk of interception and misuse by third parties. Any electronic signature shall have the same legal validity and enforceability as a manually executed signature to the fullest extent permitted by applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any similar federal or state law, rule or regulation, as the same may be in effect from time to time, and the parties hereby waive any objection to the contrary. Any document accepted, executed or agreed to in conformity with such laws will be binding on all parties hereto to the same extent

3 132737005.v4 as if it were physically executed and each party hereby consents to the use of any third party electronic signature capture service providers as may be reasonably chosen by a signatory hereto.

[Signature Page to Thirteenth Supplemental Indenture] IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed and attested, all as of the date first above written. RS2-SPINDLE HOLDINGS LLC By: Name: Kevin P. Malcarney Title: Secretary CLEARWAY ENERGY OPERATING LLC CLEARWAY ENERGY LLC DGPV HOLDING LLC By: Name: Kevin P. Malcarney Title: Executive Vice President, General Counsel and Secretary Docusign Envelope ID: 9A79FE29-3C97-40C4-9B69-6876A5B7254F

[Signature Page to Thirteenth Supplemental Indenture] ALTA WIND 1-5 HOLDING COMPANY, LLC ALTA WIND COMPANY, LLC CAPISTRANO PORTFOLIO HOLDINGS LLC CARDINAL HOLDINGS LLC CATALINA SOLAR INVESTMENT HOLDCO LLC CBAD HOLDINGS II, LLC CEDAR CREEK WIND HOLDINGS LLC CEDRO HILL BL BORROWER HOLDCO LLC CLEARWAY OPCO POWER MARKETING HOLDINGS LLC CLEARWAY SOLAR STAR LLC CWEN PINNACLE REPOWERING HOLDINGS LLC CWSP RATTLESNAKE HOLDING LLC DAGGETT SOLAR HOLDCO LLC DAN’S MOUNTAIN PARENT HOLDINGS LLC DG-CS HOLDINGS LLC DG SREC HOLDCO LLC HONEYCOMB 1 HOLDINGS LLC LANGFORD HOLDING LLC LIGHTHOUSE RENEWABLE HOLDINGS LLC LV-DAGGETT PARENT HOLDINGS LLC NATURAL GAS CA HOLDINGS LLC NIMH SOLAR HOLDINGS LLC OCOTILLO WINDPOWER HOLDINGS LLC PINE FOREST HOLDCO LLC PORTFOLIO SOLAR I, LLC ROSAMOND SOLAR HOLDCO LLC ROSAMOND SOUTH HOLDCO LLC RPV HOLDING LLC SOLAR FLAGSTAFF ONE LLC SOLAR IGUANA LLC SOLAR LAS VEGAS MB 1 LLC SOLAR TABERNACLE LLC SOUTH TRENT HOLDINGS LLC SPP ASSET HOLDINGS, LLC SPP FUND II HOLDINGS, LLC SPP FUND II, LLC SPP FUND II-B, LLC SPP FUND III, LLC SPRING CANYON TE HOLDINGS LLC UTAH SOLAR MASTER HOLDCO LLC VP-ARICA PARENT HOLDINGS LLC WASHINGTON WIND HOLDINGS LLC WV WIND HOLDINGS LLC By: Name: Kevin P. Malcarney Title: Secretary Docusign Envelope ID: C285053B-A506-4F69-8E74-AE363030C8B0

[Signature Page to Thirteenth Supplemental Indenture] CSC DELAWARE TRUST COMPANY, AS TRUSTEE By: Name: Lici Zhu Title: Vice President

a455twelfth-122225xrs2xs

EXECUTION VERSION TWELFTH SUPPLEMENTAL INDENTURE TWELFTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of December 22, 2025, among RS2-Spindle Holdings LLC, a Delaware limited liability company (such entity, the “Guaranteeing Subsidiary”), a subsidiary of Clearway Energy Operating LLC (or its permitted successor), a Delaware limited liability company (the “Company”), the Company, the other Guarantors (as defined in the Indenture referred to herein) and CSC Delaware Trust Company (formerly known as Delaware Trust Company), as trustee under the Indenture referred to below (the “Trustee”). W I T N E S S E T H WHEREAS, the Company has heretofore executed and delivered to the Trustee an indenture (the “Indenture”), dated as of October 1, 2021 providing for the issuance of 3.750% Senior Notes due 2032 (the “Notes”); WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiary shall fully and unconditionally guarantee all of the Company’s Obligations under the Notes and the Indenture on the terms and conditions set forth herein (the “Subsidiary Guarantee”); and WHEREAS, pursuant to Sections 4.10 and 9.01 of the Indenture, the Trustee, the Company and the other Guarantors are authorized to execute and deliver this Supplemental Indenture. NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Guaranteeing Subsidiary and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows: 1. CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture. 2. AGREEMENT TO GUARANTEE. The Guaranteeing Subsidiary hereby becomes party to the Indenture as a Guarantor and as such will have all the rights and be subject to all the Obligations and agreements of a Guarantor under the Indenture. The Guaranteeing Subsidiary hereby agrees to provide full and unconditional Guarantees on the terms and subject to the conditions set forth in the Subsidiary Guarantee and in the Indenture including but not limited to Article 10 thereof. 3. NO RECOURSE AGAINST OTHERS. No director, officer, employee, incorporator or stockholder of the Company or any Guarantor, as such, will have any liability for any obligations of the Company or the Guarantors under the Notes, this Indenture, the Subsidiary Guarantees or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. The waiver may not be effective to waive liabilities under the federal securities laws.

2 132737008.v4 4. NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. 5. COUNTERPARTS. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. 6. EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall not affect the construction hereof. 7. THE TRUSTEE. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiary and the Company. 8. RATIFICATION OF INDENTURE; SUPPLEMENTAL INDENTURE FOR ADDITIONAL GUARANTEES PART OF INDENTURE. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture for Additional Guarantees shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered shall by bound hereby. 9. ELECTRONIC SIGNATURES. Each of the transaction parties agrees on behalf of itself, and any Person acting or claiming by, under or through such transaction party, that any written instrument delivered in connection with this Supplemental Indenture, the Indenture or any related document, including without limitation any amendments or supplements to such documents, may be executed by electronic methods (whether by .pdf scan or utilization of an electronic signature platform or application). Any electronic signature document delivered via email from an Officer of the Company, the Guaranteeing Subsidiary or any other Guarantor to the Trustee shall be considered signed or executed by such person on behalf of the Company, the Guaranteeing Subsidiary, or such other Guarantor, as applicable. Each of the Company, the Guaranteeing Subsidiary, and the other Guarantors agree to assume all risks arising out of the use of electronic methods for all purposes including the authorization, execution, delivery, or submission of documents, instruments, notices, directions, instructions, reports, opinions and certificates to the Trustee, including without limitation the risk of the Trustee acting on unauthorized instructions, and the risk of interception and misuse by third parties. Any electronic signature shall have the same legal validity and enforceability as a manually executed signature to the fullest extent permitted by applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any similar federal or state law, rule or regulation, as the same may be in effect from time to time, and the parties hereby waive any objection to the contrary. Any document accepted, executed or agreed to in conformity with such laws will be binding on all parties hereto to the same extent as if it were physically executed and each party hereby consents to the use of any third party electronic signature capture service providers as may be reasonably chosen by a signatory hereto.

[Signature Page to Twelfth Supplemental Indenture] IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed and attested, all as of the date first above written. RS2-SPINDLE HOLDINGS LLC By: Name: Kevin P. Malcarney Title: Secretary CLEARWAY ENERGY OPERATING LLC CLEARWAY ENERGY LLC DGPV HOLDING LLC By: Name: Kevin P. Malcarney Title: Executive Vice President, General Counsel and Secretary Docusign Envelope ID: 9A79FE29-3C97-40C4-9B69-6876A5B7254F

[Signature Page to Twelfth Supplemental Indenture] ALTA WIND 1-5 HOLDING COMPANY, LLC ALTA WIND COMPANY, LLC CAPISTRANO PORTFOLIO HOLDINGS LLC CARDINAL HOLDINGS LLC CATALINA SOLAR INVESTMENT HOLDCO LLC CBAD HOLDINGS II, LLC CEDAR CREEK WIND HOLDINGS LLC CEDRO HILL BL BORROWER HOLDCO LLC CLEARWAY OPCO POWER MARKETING HOLDINGS LLC CLEARWAY SOLAR STAR LLC CWEN PINNACLE REPOWERING HOLDINGS LLC CWSP RATTLESNAKE HOLDING LLC DAGGETT SOLAR HOLDCO LLC DAN’S MOUNTAIN PARENT HOLDINGS LLC DG-CS HOLDINGS LLC DG SREC HOLDCO LLC HONEYCOMB 1 HOLDINGS LLC LANGFORD HOLDING LLC LIGHTHOUSE RENEWABLE HOLDINGS LLC LV-DAGGETT PARENT HOLDINGS LLC NATURAL GAS CA HOLDINGS LLC NIMH SOLAR HOLDINGS LLC OCOTILLO WINDPOWER HOLDINGS LLC PINE FOREST HOLDCO LLC PORTFOLIO SOLAR I, LLC ROSAMOND SOLAR HOLDCO LLC ROSAMOND SOUTH HOLDCO LLC RPV HOLDING LLC SOLAR FLAGSTAFF ONE LLC SOLAR IGUANA LLC SOLAR LAS VEGAS MB 1 LLC SOLAR TABERNACLE LLC SOUTH TRENT HOLDINGS LLC SPP ASSET HOLDINGS, LLC SPP FUND II HOLDINGS, LLC SPP FUND II, LLC SPP FUND II-B, LLC SPP FUND III, LLC SPRING CANYON TE HOLDINGS LLC UTAH SOLAR MASTER HOLDCO LLC VP-ARICA PARENT HOLDINGS LLC WASHINGTON WIND HOLDINGS LLC WV WIND HOLDINGS LLC By: Name: Kevin P. Malcarney Title: Secretary Docusign Envelope ID: C285053B-A506-4F69-8E74-AE363030C8B0

[Signature Page to Twelfth Supplemental Indenture] CSC DELAWARE TRUST COMPANY, AS TRUSTEE By: Name: Lici Zhu Title: Vice President

a458twentysecond-palisad

EXECUTION VERSION TWENTY-SECOND SUPPLEMENTAL INDENTURE TWENTY-SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of February 11, 2026, among Palisade Plains Development Partnership Holdings LLC, a Delaware limited liability company (such entity, the “Guaranteeing Subsidiary”), a subsidiary of Clearway Energy Operating LLC (or its permitted successor), a Delaware limited liability company (the “Company”), the Company, the other Guarantors (as defined in the Indenture referred to herein) and CSC Delaware Trust Company (formerly known as Delaware Trust Company), as trustee under the Indenture referred to below (the “Trustee”). W I T N E S S E T H WHEREAS, the Company has heretofore executed and delivered to the Trustee an indenture (the “Indenture”), dated as of December 11, 2019 providing for the issuance of 4.750% Senior Notes due 2028 (the “Notes”); WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiary shall fully and unconditionally guarantee all of the Company’s Obligations under the Notes and the Indenture on the terms and conditions set forth herein (the “Subsidiary Guarantee”); and WHEREAS, pursuant to Sections 4.10 and 9.01 of the Indenture, the Trustee, the Company and the other Guarantors are authorized to execute and deliver this Supplemental Indenture. NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Guaranteeing Subsidiary and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows: 1. CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture. 2. AGREEMENT TO GUARANTEE. The Guaranteeing Subsidiary hereby becomes party to the Indenture as a Guarantor and as such will have all the rights and be subject to all the Obligations and agreements of a Guarantor under the Indenture. The Guaranteeing Subsidiary hereby agrees to provide full and unconditional Guarantees on the terms and subject to the conditions set forth in the Subsidiary Guarantee and in the Indenture including but not limited to Article 10 thereof. 3. NO RECOURSE AGAINST OTHERS. No director, officer, employee, incorporator or stockholder of the Company or any Guarantor, as such, will have any liability for any obligations of the Company or the Guarantors under the Notes, this Indenture, the Subsidiary Guarantees or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. The waiver may not be effective to waive liabilities under the federal securities laws.

2 4. NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. 5. COUNTERPARTS. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. 6. EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall not affect the construction hereof. 7. THE TRUSTEE. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiary and the Company. 8. RATIFICATION OF INDENTURE; SUPPLEMENTAL INDENTURE FOR ADDITIONAL GUARANTEES PART OF INDENTURE. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture for Additional Guarantees shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered shall by bound hereby. 9. ELECTRONIC SIGNATURES. Each of the transaction parties agrees on behalf of itself, and any Person acting or claiming by, under or through such transaction party, that any written instrument delivered in connection with this Supplemental Indenture, the Indenture or any related document, including without limitation any amendments or supplements to such documents, may be executed by electronic methods (whether by .pdf scan or utilization of an electronic signature platform or application). Any electronic signature document delivered via email from an Officer of the Company, the Guaranteeing Subsidiary or any other Guarantor to the Trustee shall be considered signed or executed by such person on behalf of the Company, the Guaranteeing Subsidiary, or such other Guarantor, as applicable. Each of the Company, the Guaranteeing Subsidiary, and the other Guarantors agree to assume all risks arising out of the use of electronic methods for all purposes including the authorization, execution, delivery, or submission of documents, instruments, notices, directions, instructions, reports, opinions and certificates to the Trustee, including without limitation the risk of the Trustee acting on unauthorized instructions, and the risk of interception and misuse by third parties. Any electronic signature shall have the same legal validity and enforceability as a manually executed signature to the fullest extent permitted by applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any similar federal or state law, rule or regulation, as the same may be in effect from time to time, and the parties hereby waive any objection to the contrary. Any document accepted, executed or agreed to in conformity with such laws will be binding on all parties hereto to the same extent as if it were physically executed and each party hereby consents to the use of any third party electronic signature capture service providers as may be reasonably chosen by a signatory hereto.

[Signature Page to Twenty-Second Supplemental Indenture] IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed and attested, all as of the date first above written. PALISADE PLAINS DEVELOPMENT PARTNERSHIP HOLDINGS LLC By: Name: Kevin P. Malcarney Title: Secretary CLEARWAY ENERGY OPERATING LLC CLEARWAY ENERGY LLC DGPV HOLDING LLC By: Name: Kevin P. Malcarney Title: Executive Vice President, General Counsel and Secretary Docusign Envelope ID: 83D247DD-90E3-4E8A-935D-119A8B474FEB

[Signature Page to Twenty-Second Supplemental Indenture] ALTA WIND 1-5 HOLDING COMPANY, LLC ALTA WIND COMPANY, LLC CAPISTRANO PORTFOLIO HOLDINGS LLC CARDINAL HOLDINGS LLC CATALINA SOLAR INVESTMENT HOLDCO LLC CBAD HOLDINGS II, LLC CEDAR CREEK WIND HOLDINGS LLC CEDRO HILL BL BORROWER HOLDCO LLC CLEARWAY OPCO POWER MARKETING HOLDINGS LLC CLEARWAY SOLAR STAR LLC CWEN PINNACLE REPOWERING HOLDINGS LLC CWSP RATTLESNAKE HOLDING LLC DAGGETT SOLAR HOLDCO LLC DAN’S MOUNTAIN PARENT HOLDINGS LLC DG-CS HOLDINGS LLC DG SREC HOLDCO LLC HONEYCOMB 1 HOLDINGS LLC LANGFORD HOLDING LLC LIGHTHOUSE RENEWABLE HOLDINGS LLC LV-DAGGETT PARENT HOLDINGS LLC NATURAL GAS CA HOLDINGS LLC NIMH SOLAR HOLDINGS LLC OCOTILLO WINDPOWER HOLDINGS LLC PINE FOREST HOLDCO LLC PORTFOLIO SOLAR I, LLC ROSAMOND SOLAR HOLDCO LLC ROSAMOND SOUTH HOLDCO LLC RPV HOLDING LLC RS2-SPINDLE HOLDINGS LLC SOLAR FLAGSTAFF ONE LLC SOLAR IGUANA LLC SOLAR LAS VEGAS MB 1 LLC SOLAR TABERNACLE LLC SOUTH TRENT HOLDINGS LLC SPP ASSET HOLDINGS, LLC SPP FUND II HOLDINGS, LLC SPP FUND II, LLC SPP FUND II-B, LLC SPP FUND III, LLC SPRING CANYON TE HOLDINGS LLC UTAH SOLAR MASTER HOLDCO LLC VP-ARICA PARENT HOLDINGS LLC WASHINGTON WIND HOLDINGS LLC WV WIND HOLDINGS LLC By: Name: Kevin P. Malcarney Title: Secretary Docusign Envelope ID: 83D247DD-90E3-4E8A-935D-119A8B474FEB

[Signature Page to Twenty-Second Supplemental Indenture] CSC DELAWARE TRUST COMPANY, AS TRUSTEE By: Name: Title: Lici Zhu Vice President

a459fourteenth-021126xpa

EXECUTION VERSION FOURTEENTH SUPPLEMENTAL INDENTURE FOURTEENTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of February 11, 2026, among Palisade Plains Development Partnership Holdings LLC, a Delaware limited liability company (such entity, the “Guaranteeing Subsidiary”), a subsidiary of Clearway Energy Operating LLC (or its permitted successor), a Delaware limited liability company (the “Company”), the Company, the other Guarantors (as defined in the Indenture referred to herein) and CSC Delaware Trust Company (formerly known as Delaware Trust Company), as trustee under the Indenture referred to below (the “Trustee”). W I T N E S S E T H WHEREAS, the Company has heretofore executed and delivered to the Trustee an indenture (the “Indenture”), dated as of March 9, 2021 providing for the issuance of 3.750% Senior Notes due 2031 (the “Notes”); WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiary shall fully and unconditionally guarantee all of the Company’s Obligations under the Notes and the Indenture on the terms and conditions set forth herein (the “Subsidiary Guarantee”); and WHEREAS, pursuant to Sections 4.10 and 9.01 of the Indenture, the Trustee, the Company and the other Guarantors are authorized to execute and deliver this Supplemental Indenture. NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Guaranteeing Subsidiary and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows: 1. CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture. 2. AGREEMENT TO GUARANTEE. The Guaranteeing Subsidiary hereby becomes party to the Indenture as a Guarantor and as such will have all the rights and be subject to all the Obligations and agreements of a Guarantor under the Indenture. The Guaranteeing Subsidiary hereby agrees to provide full and unconditional Guarantees on the terms and subject to the conditions set forth in the Subsidiary Guarantee and in the Indenture including but not limited to Article 10 thereof. 3. NO RECOURSE AGAINST OTHERS. No director, officer, employee, incorporator or stockholder of the Company or any Guarantor, as such, will have any liability for any obligations of the Company or the Guarantors under the Notes, this Indenture, the Subsidiary Guarantees or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. The waiver may not be

2 effective to waive liabilities under the federal securities laws. 4. NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. 5. COUNTERPARTS. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. 6. EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall not affect the construction hereof. 7. THE TRUSTEE. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiary and the Company. 8. RATIFICATION OF INDENTURE; SUPPLEMENTAL INDENTURE FOR ADDITIONAL GUARANTEES PART OF INDENTURE. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture for Additional Guarantees shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered shall by bound hereby. 9. ELECTRONIC SIGNATURES. Each of the transaction parties agrees on behalf of itself, and any Person acting or claiming by, under or through such transaction party, that any written instrument delivered in connection with this Supplemental Indenture, the Indenture or any related document, including without limitation any amendments or supplements to such documents, may be executed by electronic methods (whether by .pdf scan or utilization of an electronic signature platform or application). Any electronic signature document delivered via email from an Officer of the Company, the Guaranteeing Subsidiary or any other Guarantor to the Trustee shall be considered signed or executed by such person on behalf of the Company, the Guaranteeing Subsidiary, or such other Guarantor, as applicable. Each of the Company, the Guaranteeing Subsidiary, and the other Guarantors agree to assume all risks arising out of the use of electronic methods for all purposes including the authorization, execution, delivery, or submission of documents, instruments, notices, directions, instructions, reports, opinions and certificates to the Trustee, including without limitation the risk of the Trustee acting on unauthorized instructions, and the risk of interception and misuse by third parties. Any electronic signature shall have the same legal validity and enforceability as a manually executed signature to the fullest extent permitted by applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any similar federal or state law, rule or regulation, as the same may be in effect from time to time, and the parties hereby waive any objection to the contrary. Any document accepted, executed or agreed to in conformity with such laws will be binding on all parties hereto to the same extent

3 as if it were physically executed and each party hereby consents to the use of any third party electronic signature capture service providers as may be reasonably chosen by a signatory hereto.

[Signature Page to Fourteenth Supplemental Indenture] IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed and attested, all as of the date first above written. PALISADE PLAINS DEVELOPMENT PARTNERSHIP HOLDINGS LLC By: Name: Kevin P. Malcarney Title: Secretary CLEARWAY ENERGY OPERATING LLC CLEARWAY ENERGY LLC DGPV HOLDING LLC By: Name: Kevin P. Malcarney Title: Executive Vice President, General Counsel and Secretary Docusign Envelope ID: 83D247DD-90E3-4E8A-935D-119A8B474FEB

[Signature Page to Fourteenth Supplemental Indenture] ALTA WIND 1-5 HOLDING COMPANY, LLC ALTA WIND COMPANY, LLC CAPISTRANO PORTFOLIO HOLDINGS LLC CARDINAL HOLDINGS LLC CATALINA SOLAR INVESTMENT HOLDCO LLC CBAD HOLDINGS II, LLC CEDAR CREEK WIND HOLDINGS LLC CEDRO HILL BL BORROWER HOLDCO LLC CLEARWAY OPCO POWER MARKETING HOLDINGS LLC CLEARWAY SOLAR STAR LLC CWEN PINNACLE REPOWERING HOLDINGS LLC CWSP RATTLESNAKE HOLDING LLC DAGGETT SOLAR HOLDCO LLC DAN’S MOUNTAIN PARENT HOLDINGS LLC DG-CS HOLDINGS LLC DG SREC HOLDCO LLC HONEYCOMB 1 HOLDINGS LLC LANGFORD HOLDING LLC LIGHTHOUSE RENEWABLE HOLDINGS LLC LV-DAGGETT PARENT HOLDINGS LLC NATURAL GAS CA HOLDINGS LLC NIMH SOLAR HOLDINGS LLC OCOTILLO WINDPOWER HOLDINGS LLC PINE FOREST HOLDCO LLC PORTFOLIO SOLAR I, LLC ROSAMOND SOLAR HOLDCO LLC ROSAMOND SOUTH HOLDCO LLC RPV HOLDING LLC RS2-SPINDLE HOLDINGS LLC SOLAR FLAGSTAFF ONE LLC SOLAR IGUANA LLC SOLAR LAS VEGAS MB 1 LLC SOLAR TABERNACLE LLC SOUTH TRENT HOLDINGS LLC SPP ASSET HOLDINGS, LLC SPP FUND II HOLDINGS, LLC SPP FUND II, LLC SPP FUND II-B, LLC SPP FUND III, LLC SPRING CANYON TE HOLDINGS LLC UTAH SOLAR MASTER HOLDCO LLC VP-ARICA PARENT HOLDINGS LLC WASHINGTON WIND HOLDINGS LLC WV WIND HOLDINGS LLC By: Name: Kevin P. Malcarney Title: Secretary Docusign Envelope ID: 83D247DD-90E3-4E8A-935D-119A8B474FEB

[Signature Page to Fourteenth Supplemental Indenture] CSC DELAWARE TRUST COMPANY, AS TRUSTEE By: Name: Title: Lici Zhu Vice President

a460thirteenth-021126xpa

EXECUTION VERSION THIRTEENTH SUPPLEMENTAL INDENTURE THIRTEENTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of February 11, 2026, among Palisade Plains Development Partnership Holdings LLC, a Delaware limited liability company (such entity, the “Guaranteeing Subsidiary”), a subsidiary of Clearway Energy Operating LLC (or its permitted successor), a Delaware limited liability company (the “Company”), the Company, the other Guarantors (as defined in the Indenture referred to herein) and CSC Delaware Trust Company (formerly known as Delaware Trust Company), as trustee under the Indenture referred to below (the “Trustee”). W I T N E S S E T H WHEREAS, the Company has heretofore executed and delivered to the Trustee an indenture (the “Indenture”), dated as of October 1, 2021 providing for the issuance of 3.750% Senior Notes due 2032 (the “Notes”); WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiary shall fully and unconditionally guarantee all of the Company’s Obligations under the Notes and the Indenture on the terms and conditions set forth herein (the “Subsidiary Guarantee”); and WHEREAS, pursuant to Sections 4.10 and 9.01 of the Indenture, the Trustee, the Company and the other Guarantors are authorized to execute and deliver this Supplemental Indenture. NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Guaranteeing Subsidiary and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows: 1. CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture. 2. AGREEMENT TO GUARANTEE. The Guaranteeing Subsidiary hereby becomes party to the Indenture as a Guarantor and as such will have all the rights and be subject to all the Obligations and agreements of a Guarantor under the Indenture. The Guaranteeing Subsidiary hereby agrees to provide full and unconditional Guarantees on the terms and subject to the conditions set forth in the Subsidiary Guarantee and in the Indenture including but not limited to Article 10 thereof. 3. NO RECOURSE AGAINST OTHERS. No director, officer, employee, incorporator or stockholder of the Company or any Guarantor, as such, will have any liability for any obligations of the Company or the Guarantors under the Notes, this Indenture, the Subsidiary Guarantees or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. The waiver may not be effective to waive liabilities under the federal securities laws.

2 4. NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. 5. COUNTERPARTS. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. 6. EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall not affect the construction hereof. 7. THE TRUSTEE. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiary and the Company. 8. RATIFICATION OF INDENTURE; SUPPLEMENTAL INDENTURE FOR ADDITIONAL GUARANTEES PART OF INDENTURE. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture for Additional Guarantees shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered shall by bound hereby. 9. ELECTRONIC SIGNATURES. Each of the transaction parties agrees on behalf of itself, and any Person acting or claiming by, under or through such transaction party, that any written instrument delivered in connection with this Supplemental Indenture, the Indenture or any related document, including without limitation any amendments or supplements to such documents, may be executed by electronic methods (whether by .pdf scan or utilization of an electronic signature platform or application). Any electronic signature document delivered via email from an Officer of the Company, the Guaranteeing Subsidiary or any other Guarantor to the Trustee shall be considered signed or executed by such person on behalf of the Company, the Guaranteeing Subsidiary, or such other Guarantor, as applicable. Each of the Company, the Guaranteeing Subsidiary, and the other Guarantors agree to assume all risks arising out of the use of electronic methods for all purposes including the authorization, execution, delivery, or submission of documents, instruments, notices, directions, instructions, reports, opinions and certificates to the Trustee, including without limitation the risk of the Trustee acting on unauthorized instructions, and the risk of interception and misuse by third parties. Any electronic signature shall have the same legal validity and enforceability as a manually executed signature to the fullest extent permitted by applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any similar federal or state law, rule or regulation, as the same may be in effect from time to time, and the parties hereby waive any objection to the contrary. Any document accepted, executed or agreed to in conformity with such laws will be binding on all parties hereto to the same extent as if it were physically executed and each party hereby consents to the use of any third party electronic signature capture service providers as may be reasonably chosen by a signatory hereto.

[Signature Page to Thirteenth Supplemental Indenture] IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed and attested, all as of the date first above written. PALISADE PLAINS DEVELOPMENT PARTNERSHIP HOLDINGS LLC By: Name: Kevin P. Malcarney Title: Secretary CLEARWAY ENERGY OPERATING LLC CLEARWAY ENERGY LLC DGPV HOLDING LLC By: Name: Kevin P. Malcarney Title: Executive Vice President, General Counsel and Secretary Docusign Envelope ID: 83D247DD-90E3-4E8A-935D-119A8B474FEB

[Signature Page to Thirteenth Supplemental Indenture] ALTA WIND 1-5 HOLDING COMPANY, LLC ALTA WIND COMPANY, LLC CAPISTRANO PORTFOLIO HOLDINGS LLC CARDINAL HOLDINGS LLC CATALINA SOLAR INVESTMENT HOLDCO LLC CBAD HOLDINGS II, LLC CEDAR CREEK WIND HOLDINGS LLC CEDRO HILL BL BORROWER HOLDCO LLC CLEARWAY OPCO POWER MARKETING HOLDINGS LLC CLEARWAY SOLAR STAR LLC CWEN PINNACLE REPOWERING HOLDINGS LLC CWSP RATTLESNAKE HOLDING LLC DAGGETT SOLAR HOLDCO LLC DAN’S MOUNTAIN PARENT HOLDINGS LLC DG-CS HOLDINGS LLC DG SREC HOLDCO LLC HONEYCOMB 1 HOLDINGS LLC LANGFORD HOLDING LLC LIGHTHOUSE RENEWABLE HOLDINGS LLC LV-DAGGETT PARENT HOLDINGS LLC NATURAL GAS CA HOLDINGS LLC NIMH SOLAR HOLDINGS LLC OCOTILLO WINDPOWER HOLDINGS LLC PINE FOREST HOLDCO LLC PORTFOLIO SOLAR I, LLC ROSAMOND SOLAR HOLDCO LLC ROSAMOND SOUTH HOLDCO LLC RPV HOLDING LLC RS2-SPINDLE HOLDINGS LLC SOLAR FLAGSTAFF ONE LLC SOLAR IGUANA LLC SOLAR LAS VEGAS MB 1 LLC SOLAR TABERNACLE LLC SOUTH TRENT HOLDINGS LLC SPP ASSET HOLDINGS, LLC SPP FUND II HOLDINGS, LLC SPP FUND II, LLC SPP FUND II-B, LLC SPP FUND III, LLC SPRING CANYON TE HOLDINGS LLC UTAH SOLAR MASTER HOLDCO LLC VP-ARICA PARENT HOLDINGS LLC WASHINGTON WIND HOLDINGS LLC WV WIND HOLDINGS LLC By: Name: Kevin P. Malcarney Title: Secretary Docusign Envelope ID: 83D247DD-90E3-4E8A-935D-119A8B474FEB

[Signature Page to Thirteenth Supplemental Indenture] CSC DELAWARE TRUST COMPANY, AS TRUSTEE By: Name: Title: Lici Zhu Vice President

Document

EXHIBIT 21.1

SUBSIDIARIES OF CLEARWAY ENERGY LLC


Entity Name						Jurisdiction
2011 Finance Holdco LLC						Delaware
AC Solar Holdings LLC						Delaware
Adams Community Solar Garden I LLC						Colorado
Adams Community Solar Garden II LLC						Colorado
Adams Community Solar Garden III LLC						Colorado
Adams Community Solar Gardens LLC						Colorado
Agua Caliente Borrower 1 LLC						Delaware
Agua Caliente Borrower 2 LLC						Delaware
Agua Caliente Solar Holdings LLC						Delaware
Agua Caliente Solar, LLC						Delaware
Alta Interconnection Management II, LLC						Delaware
Alta Interconnection Management III, LLC						Delaware
Alta Interconnection Management, LLC						Delaware
Alta Landco LLC						Delaware
Alta Realty Holdings, LLC						Delaware
Alta Realty Investments, LLC						Delaware
Alta Vista LLC						Delaware
Alta Wind 1-5 Holding Company, LLC						Delaware
Alta Wind Asset Management Holdings, LLC						Delaware
Alta Wind Asset Management, LLC						Delaware
Alta Wind Company, LLC						Delaware
Alta Wind Holdings, LLC						Delaware
Alta Wind I Holding Company, LLC						Delaware
Alta Wind I, LLC						Delaware
Alta Wind II Holding Company, LLC						Delaware
Alta Wind II, LLC						Delaware
Alta Wind III Holding Company, LLC						Delaware
Alta Wind III, LLC						Delaware
Alta Wind IV Holding Company, LLC						Delaware
Alta Wind IV, LLC						Delaware
Alta Wind V Holding Company, LLC						Delaware
Alta Wind V, LLC						Delaware
Alta Wind X Holding Company, LLC						Delaware
Alta Wind X, LLC						Delaware
Alta Wind XI Holding Company, LLC						Delaware
Alta Wind XI, LLC						Delaware
Alta Wind X-XI TE Holdco LLC						Delaware
Apple I LLC						Delaware
Arapahoe Community Solar Garden I LLC						Colorado
Arica Solar Pledgor LLC						Delaware
Arica Solar, LLC						Delaware
Avenal Park LLC						Delaware

EXHIBIT 21.1

SUBSIDIARIES OF CLEARWAY ENERGY LLC


Entity Name						Jurisdiction
Avenal Solar Holdings LLC						Delaware
Bashaw Solar 1, LLC						Delaware
Big Lake Holdco LLC						Delaware
Black Cat Road Solar, LLC						Delaware
Black Rock Class B Holdco LLC						Delaware
Black Rock TE Holdco LLC						Delaware
Black Rock Wind Force, LLC						Delaware
Black Rock Wind Holding LLC						Delaware
Black Start Battery Holdings LLC						Delaware
Black Start Battery LLC						Delaware
Bluestone Solar, LLC						Delaware
BMP Wind LLC						Delaware
Broken Bow Wind, LLC						Delaware
Brook Street Solar 1, LLC						Delaware
Buckthorn Holdings, LLC						Delaware
Buckthorn Renewables, LLC						Delaware
Buckthorn Solar Portfolio, LLC						Delaware
Buckthorn Westex, LLC						Delaware
Buffalo Bear, LLC						Oklahoma
Bullock Road Solar 1, LLC						Delaware
BWC Swan Pond River, LLC						Delaware
Capistrano Portfolio Holdco LLC						Delaware
Capistrano Portfolio Holdings LLC						Delaware
Cardinal Holdings LLC						Delaware
Cardinal Investment Holdco LLC						Delaware
Cardinal JV Purchaser LLC						Delaware
Cardinal Purchaser LLC						Delaware
Carlsbad Energy Center LLC						Delaware
Carlsbad Energy Holdings LLC						Delaware
Carlsbad Holdco II, LLC						Delaware
Carlsbad Holdco, LLC						Delaware
Catalina Solar Investment Holdco LLC						Delaware
Catalina Solar Investment LLC						Delaware
Catalina Solar Lessee Holdco, LLC						Delaware
Catalina Solar Lessee, LLC						Delaware
CBAD Holdings II, LLC						Delaware
CBAD Holdings, LLC						Delaware
Cedar Creek Class B Holdco LLC						Delaware
Cedar Creek Holdco LLC						Delaware
Cedar Creek TE Holdco LLC						Delaware
Cedar Creek Wind Holdco LLC						Delaware
Cedar Creek Wind Holdings LLC						Delaware

EXHIBIT 21.1

SUBSIDIARIES OF CLEARWAY ENERGY LLC


Entity Name						Jurisdiction
Cedar Creek Wind, LLC						Delaware
Cedro Hill BL Borrower Holdco LLC						Delaware
Cedro Hill Class B Member LLC						Delaware
Cedro Hill TE Holdco LLC						Delaware
Cedro Hill Wind LLC						Delaware
Center St Solar 1, LLC						Delaware
Chestnut Class B LLC						Delaware
Chestnut Fund Sub LLC						Delaware
Chisago Holdco LLC						Delaware
Clara City Solar LLC						Delaware
Clearway & EFS Distributed Solar LLC						Delaware
Clearway AC Solar Holdings LLC						Delaware
Clearway Chestnut Fund LLC						Delaware
Clearway DG Lakeland LLC						Delaware
Clearway Energy Finance Inc.						Delaware
Clearway Energy Operating LLC						Delaware
Clearway OpCo Power Marketing Holdings LLC						Delaware
Clearway OpCo Power Marketing LLC						Delaware
Clearway Solar Star LLC						Delaware
Clearway Walnut Creek II LLC						Delaware
Clearway West Holdings LLC						Delaware
CMR Solar, LLC						Delaware
Colorado Shared Solar I LLC						Delaware
Colorado Springs Solar Garden LLC						Colorado
Continental Energy, LLC						Arizona
Crofton Bluffs Wind, LLC						Delaware
CVSR Holdco LLC						Delaware
CVSR Holdings LLC						Delaware
CWEN Pinnacle Repowering Holdco LLC						Delaware
CWEN Pinnacle Repowering Holdings LLC						Delaware
CWSP Rattlesnake Holding LLC						Delaware
D1-LV TargetCo LLC						Delaware
Daggett 1 Class B Member LLC						Delaware
Daggett 1 Pledgor LLC						Delaware
Daggett 1 TE Holdco LLC						Delaware
Daggett 2 Class B LLC						Delaware
Daggett 2 Project Sub II LLC						Delaware
Daggett 2 Project Sub LLC						Delaware
Daggett 2 TargetCo LLC						Delaware
Daggett 2 TE Holdco LLC						Delaware
Daggett 3 Project Sub II LLC						Delaware
Daggett 3 Project Sub LLC						Delaware

EXHIBIT 21.1

SUBSIDIARIES OF CLEARWAY ENERGY LLC


Entity Name						Jurisdiction
Daggett Class B LLC						Delaware
Daggett Renewable Holdco LLC						Delaware
Daggett Solar Holdco LLC						Delaware
Daggett Solar Investment LLC						Delaware
Daggett Solar Power 1 LLC						Delaware
Daggett Solar Power 2 LLC						Delaware
Daggett Solar Power 3 LLC						Delaware
Daggett TargetCo LLC						Delaware
Daggett TE Holdco LLC						Delaware
Dan's Mountain Class B Holdco LLC						Delaware
Dan's Mountain Parent Holdco LLC						Delaware
Dan's Mountain Parent Holdings LLC						Delaware
Dan's Mountain TargetCo LLC						Delaware
Dan's Mountain Tax Credit Holdco LLC						Delaware
Dan's Mountain Wind Force Pledgor LLC						Delaware
Dan's Mountain Wind Force, LLC						Delaware
Denver Community Solar Garden I LLC						Colorado
Denver Community Solar Garden II LLC						Colorado
Desert Sunlight 250, LLC						Delaware
Desert Sunlight 300, LLC						Delaware
Desert Sunlight Holdings LLC						Delaware
Desert Sunlight Investment Holdings, LLC						Delaware
DG Berkeley Rec LLC						Delaware
DG Berkeley Village LLC						Delaware
DG Central East LLC						Delaware
DG Central West LLC						Delaware
DG Contra Costa Operations LLC						Delaware
DG Contra Costa Waste LLC						Delaware
DG Crystal Spring LLC						Delaware
DG Dighton LLC						Delaware
DG Foxborough Elm LLC						Delaware
DG Foxborough Landfill LLC						Delaware
DG Grantland LLC						Delaware
DG Haverhill LLC						Delaware
DG Imperial Admin LLC						Delaware
DG Imperial Building LLC						Delaware
DG Lathrop Louise LLC						Delaware
DG Lincoln Middle LLC						Delaware
DG Marathon LLC						Delaware
DG Rosedale Elementary LLC						Delaware
DG Rosedale Middle LLC						Delaware
DG San Joaquin LLC						Delaware

EXHIBIT 21.1

SUBSIDIARIES OF CLEARWAY ENERGY LLC


Entity Name						Jurisdiction
DG SREC HoldCo LLC						Delaware
DG SREC Holdings 1 LLC						Delaware
DG Tufts Knoll LLC						Delaware
DG Tufts Science LLC						Delaware
DG Washington Middle LLC						Delaware
DG Webster LLC						Delaware
DG-CS Holdco LLC						Delaware
DG-CS Holdings LLC						Delaware
DG-CS Master Borrower LLC						Delaware
DGPV 1 LLC						Delaware
DGPV 2 LLC						Delaware
DGPV 3 LLC						Delaware
DGPV 4 LLC						Delaware
DGPV Fund 1 LLC						Delaware
DGPV Fund 2 HoldCo A LLC						Delaware
DGPV Fund 2 HoldCo B LLC						Delaware
DGPV Fund 2 LLC						Delaware
DGPV Fund 4 LLC						Delaware
DGPV Fund 4 Sub LLC						Delaware
DGPV Holding LLC						Delaware
Dodge Holdco LLC						Delaware
Eastman Street Solar 1, LLC						Delaware
El Mirage Energy, LLC						Arizona
El Segundo Energy Center LLC						Delaware
Elbow Creek Repowering Tax Equity Holdco LLC						Delaware
Elbow Creek Wind Project LLC						Texas
Elkhorn Holdings LLC						Delaware
Elkhorn Ridge Wind, LLC						Delaware
Enterprise Solar, LLC						Delaware
Enterprise Storage LLC						Delaware
Escalante BESS I LLC						Delaware
Escalante Solar I, LLC						Delaware
Escalante Solar II, LLC						Delaware
Escalante Solar III, LLC						Delaware
ETCAP NES CS MN 02 LLC						Delaware
ETCAP NES CS MN 06 LLC						Delaware
Farmington Holdco LLC						Delaware
Federal Road Solar 1, LLC						Delaware
Forest Lake Holdco LLC						Delaware
Forward WindPower LLC						Delaware
Four Brothers Holdings, LLC						Delaware
Four Brothers Solar, LLC						Delaware

EXHIBIT 21.1

SUBSIDIARIES OF CLEARWAY ENERGY LLC


Entity Name						Jurisdiction
Frontenac Holdco LLC						Delaware
FUSD Energy, LLC						Arizona
GCE Holding LLC						Connecticut
GenConn Devon LLC						Connecticut
GenConn Energy LLC						Connecticut
GenConn Middletown LLC						Connecticut
Goat Mountain Class B Holdco LLC						Delaware
Goat Mountain TE Holdco LLC						Delaware
Goat Wind LLC						Texas
Golden Fields Solar III, LLC						Delaware
Golden Fields Solar IV Bess LLC						Delaware
Golden Fields Solar IV, LLC						Delaware
Golden Puma Fund LLC						Delaware
Grabinski Solar, LLC						Delaware
Granite Mountain BESS East LLC						Delaware
Granite Mountain Holdings, LLC						Delaware
Granite Mountain Renewables, LLC						Delaware
Granite Mountain Solar East, LLC						Delaware
Granite Mountain Solar West, LLC						Delaware
High Plains Ranch II, LLC						Delaware
HLE Solar Holdings, LLC						Delaware
Honeycomb 1 Holdco LLC						Delaware
Honeycomb 1 Holdings LLC						Delaware
Honeycomb Class B HoldCo LLC						Delaware
Honeycomb Project HoldCo LLC						Delaware
Honeycomb TargetCo LLC						Delaware
Honeycomb TE HoldCo LLC						Delaware
HSD Solar Holdings, LLC						California
Hwy 14 Holdco LLC						Delaware
Iron Springs BESS LLC						Delaware
Iron Springs Holdings, LLC						Delaware
Iron Springs Renewables, LLC						Delaware
Iron Springs Solar, LLC						Delaware
Langford Class B Holdco LLC						Delaware
Langford Holding LLC						Delaware
Langford Tax Equity Partnership LLC						Delaware
Langford Wind Power, LLC						Texas
Lanikuhana Solar, LLC						Hawaii
Laredo Ridge Wind, LLC						Delaware
Lenape II Solar LLC						Delaware
Lighthouse Renewable Class A LLC						Delaware
Lighthouse Renewable Holdco 2 LLC						Delaware

EXHIBIT 21.1

SUBSIDIARIES OF CLEARWAY ENERGY LLC


Entity Name						Jurisdiction
Lighthouse Renewable Holdco LLC						Delaware
Lighthouse Renewable Holding Sub LLC						Delaware
Lighthouse Renewable Holdings LLC						Delaware
Lindberg Field Solar 1, LLC						Delaware
Lindberg Field Solar 2, LLC						Delaware
Longhorn Energy, LLC						Arizona
Lookout WindPower LLC						Delaware
Luna Valley Class B Member LLC						Delaware
Luna Valley Pledgor LLC						Delaware
Luna Valley Solar I, LLC						Delaware
Luna Valley TE Holdco LLC						Delaware
LV-Daggett Parent Holdco LLC						Delaware
LV-Daggett Parent Holdings LLC						Delaware
Mapleton Solar LLC						Delaware
Marsh Landing Holdco LLC						Delaware
Marsh Landing Holdings LLC						Delaware
Marsh Landing LLC						Delaware
MC1 Solar Farm, LLC						North Carolina
Mesquite Sky Class B Holdco LLC						Delaware
Mesquite Sky Holding LLC						Delaware
Mesquite Sky TE Holdco LLC						Delaware
Mesquite Star Class B Holdco LLC						Delaware
Mesquite Star Special, LLC						Delaware
Mesquite Star Tax Equity Holdco LLC						Delaware
Mililani BL Borrower Holdco LLC						Delaware
Mililani Class B Member Holdco LLC						Delaware
Mililani I Solar, LLC						Delaware
Mililani TE Holdco LLC						Delaware
Minisink Solar 1, LLC						Delaware
Minisink Solar 2, LLC						Delaware
Mission Iowa Wind, LLC						California
Mission Wind Broken Bow, LLC						Delaware
Mission Wind Cedro, LLC						Delaware
Mission Wind Crofton Bluffs, LLC						Delaware
Mission Wind Laredo, LLC						Delaware
Mission Wind New Mexico, LLC						Delaware
Mission Wind Oklahoma, LLC						Delaware
Mission Wind PA One, LLC						Delaware
Mission Wind PA Three, LLC						Delaware
Mission Wind PA Two, LLC						Delaware
Mission Wind Pennsylvania, LLC						Delaware
Mission Wind Utah, LLC						Delaware

EXHIBIT 21.1

SUBSIDIARIES OF CLEARWAY ENERGY LLC


Entity Name						Jurisdiction
Mission Wind Wyoming, LLC						Delaware
Monster Energy, LLC						Arizona
Montevideo Solar LLC						Delaware
Mount Hope Solar 1, LLC						Delaware
Mountain Wind Power II LLC						Delaware
Mountain Wind Power, LLC						Delaware
Natural Gas CA Holdco LLC						Delaware
Natural Gas CA Holdings LLC						Delaware
Natural Gas Repowering LLC						Delaware
New Munich Solar LLC						Delaware
NIMH Solar HoldCo LLC						Delaware
NIMH Solar Holdings LLC						Delaware
NIMH Solar LLC						Delaware
Northfield Holdco LLC						Delaware
NS Smith, LLC						Delaware
Oahu Renewables, LLC						Delaware
Oahu Solar Holdings LLC						Delaware
Oahu Solar LLC						Delaware
OC Solar 2010, LLC						California
Ocotillo Windpower Holdco 2 LLC						Delaware
Ocotillo Windpower Holdco LLC						Delaware
Ocotillo Windpower Holdings LLC						Delaware
Ocotillo Windpower, LP						Delaware
Old Westminster Solar 1, LLC						Delaware
Old Westminster Solar 2, LLC						Delaware
Olinda Trail Solar LLC						Delaware
Osakis Solar LLC						Delaware
Palisade Plains Development Partnership Holdco LLC						Delaware
Palisade Plains Development Partnership Holdings LLC						Delaware
Palisade Plains Development Partnership LLC						Delaware
Partridgeville Road Solar 1, LLC						Delaware
PC Dinuba LLC						Delaware
PESD Energy, LLC						Arizona
Pikes Peak Solar Garden I LLC						Colorado
Pine Forest CE Class A Owner LLC						Delaware
Pine Forest CE TargetCo LLC						Delaware
Pine Forest Holdco LLC						Delaware
Pine Forest Hybrid I, LLC						Delaware
Pine Forest Solar I, LLC						Delaware
Pine Forest TE Class B Owner LLC						Delaware
Pine Forest TE HoldCo LLC						Delaware
Pine Forest Term Borrower LLC						Delaware

EXHIBIT 21.1

SUBSIDIARIES OF CLEARWAY ENERGY LLC


Entity Name						Jurisdiction
Pine Island Holdco LLC						Delaware
Pinnacle Repowering Partnership Holdco LLC						Delaware
Pinnacle Repowering Partnership LLC						Delaware
Pinnacle Repowering Tax Equity Holdco LLC						Delaware
Pinnacle Wind, LLC						Delaware
PM Solar Holdings, LLC						California
Pond Road Solar, LLC						Delaware
Portfolio Solar I, LLC						Delaware
Puma Class B LLC						Delaware
Rattlesnake Class B LLC						Delaware
Rattlesnake Flat, LLC						Delaware
Rattlesnake TE Holdco LLC						Delaware
Redbrook Solar 1, LLC						Delaware
Renew Canal 1 LLC						Delaware
Renew Solar CS4 Class B LLC						Delaware
Renew Solar CS4 Fund LLC						Delaware
Renew Spark 2 LLC						Delaware
Repowering Partnership Holdco LLC						Delaware
Repowering Partnership II LLC						Delaware
Rollingstone Holdco LLC						Delaware
Rosamond Solar Holdco LLC						Delaware
Rosamond Solar Investment LLC						Delaware
Rosamond South Holdco LLC						Delaware
Rosamond South Investment LLC						Delaware
Rosie Class B LLC						Delaware
Rosie Project HoldCo LLC						Delaware
Rosie South Class B LLC						Delaware
Rosie South TargetCo LLC						Delaware
Rosie South TE Holdco LLC						Delaware
Rosie TargetCo LLC						Delaware
Rosie TE HoldCo LLC						Delaware
Rounseville Solar 1, LLC						Delaware
RPV Holding LLC						Delaware
RS2-Spindle Holdco LLC						Delaware
RS2-Spindle Holdings LLC						Delaware
RS2-Spindle Purchaser LLC						Delaware
San Juan Mesa Investments, LLC						Delaware
San Juan Mesa Wind Project, LLC						Delaware
Sand Drag LLC						Delaware
Sartell Solar LLC						Delaware
SCDA Solar 1, LLC						Delaware
SCWFD Energy, LLC						Arizona

EXHIBIT 21.1

SUBSIDIARIES OF CLEARWAY ENERGY LLC


Entity Name						Jurisdiction
SJA Solar LLC						Delaware
Sleeping Bear, LLC						Delaware
Solar Alpine LLC						Delaware
Solar Apple LLC						Delaware
Solar AV Holdco LLC						Delaware
Solar Avra Valley LLC						Delaware
Solar Blythe II LLC						Delaware
Solar Blythe LLC						Delaware
Solar Borrego Holdco LLC						Delaware
Solar Borrego I LLC						Delaware
Solar Community 1 LLC						Delaware
Solar Community Holdco LLC						Delaware
Solar CVSR Holdings LLC						Delaware
Solar Flagstaff One LLC						Delaware
Solar Iguana LLC						Delaware
Solar Kansas South Holdings LLC						Delaware
Solar Kansas South LLC						Delaware
Solar Las Vegas MB 1 LLC						Delaware
Solar Las Vegas MB 2 LLC						Delaware
Solar Mayfair LLC						Delaware
Solar Mule LLC						Delaware
Solar Oasis LLC						Delaware
Solar Roadrunner Holdings LLC						Delaware
Solar Roadrunner LLC						Delaware
Solar Tabernacle LLC						Delaware
Solar Warren LLC						Delaware
Solar Wauwinet LLC						Delaware
Solar West Shaft LLC						Delaware
South Trent Holdings LLC						Delaware
South Trent Wind LLC						Delaware
Spanish Fork Wind Park 2, LLC						Utah
SPP Asset Holdings, LLC						Delaware
SPP Fund II Holdings, LLC						Delaware
SPP Fund II, LLC						Delaware
SPP Fund II-B, LLC						Delaware
SPP Fund III, LLC						Delaware
SPP Lease Holdings, LLC						Delaware
SPP P-IV Master Lessee, LLC						Delaware
Spring Canyon Energy II LLC						Delaware
Spring Canyon Energy III LLC						Delaware
Spring Canyon Expansion Class B Holdings LLC						Delaware

EXHIBIT 21.1

SUBSIDIARIES OF CLEARWAY ENERGY LLC


Entity Name						Jurisdiction
Spring Canyon Expansion Holdings LLC						Delaware
Spring Canyon Expansion LLC						Delaware
Spring Canyon Interconnection LLC						Delaware
Spring Canyon TE Holdco LLC						Delaware
Spring Canyon TE Holdings LLC						Delaware
Spring Street Solar 1, LLC						Delaware
Stafford St Solar 1, LLC						Delaware
Stafford St Solar 2, LLC						Delaware
Stafford St Solar 3, LLC						Delaware
Stearns Solar I LLC						Delaware
Steel Bridge Solar, LLC						Delaware
Sun City Project LLC						Delaware
TA - High Desert, LLC						California
Taloga Wind, L.L.C.						Oklahoma
Tapestry Wind, LLC						Delaware
Texas Solar Nova 1, LLC						Delaware
Texas Solar Nova 2, LLC						Delaware
Topeka Solar 1, LLC						Delaware
TOS Solar 1, LLC						Delaware
TOS Solar 2, LLC						Delaware
TOS Solar 4, LLC						Delaware
TOS Solar 5, LLC						Delaware
TSN1 BL Borrower Holdco LLC						Delaware
TSN1 Class B Member LLC						Delaware
TSN1 TE Holdco LLC						Delaware
Tully Farms Solar 1, LLC						Delaware
Underhill Solar, LLC						Delaware
Utah Solar Holdings II LLC						Delaware
Utah Solar Holdings LLC						Delaware
Utah Solar Master HoldCo LLC						Delaware
Utah Solar Master Holdings LLC						Delaware
Vail Energy, LLC						Arizona
Victory Pass I, LLC						Delaware
Victory Pass Pledgor LLC						Delaware
Viento Funding II, LLC						Delaware
Viento Funding, LLC						Delaware
VP-Arica Class B LLC						Delaware
VP-Arica Parent Holdco LLC						Delaware
VP-Arica Parent Holdings LLC						Delaware
VP-Arica TargetCo LLC						Delaware

EXHIBIT 21.1

SUBSIDIARIES OF CLEARWAY ENERGY LLC


Entity Name						Jurisdiction
VP-Arica TE Holdco LLC						Delaware
Wabasha Holdco LLC						Delaware
Wabasha Solar II LLC						Delaware
Wabasha Solar III LLC						Delaware
Wabasha Solar LLC						Delaware
Waiawa Solar Power LLC						Delaware
Waipio PV, LLC						Delaware
Walnut Creek Energy, LLC						Delaware
Walnut Creek LLC						Delaware
Washington Wind Holdings LLC						Delaware
Washington Wind LLC						Delaware
Waterford Holdco LLC						Delaware
WCEP Holdings, LLC						Delaware
Webster Holdco LLC						Delaware
WECAT LLC						Delaware
Wildcat Energy, LLC						Arizona
Wildorado Interconnect, LLC						Texas
Wildorado Repowering Tax Equity Holdco LLC						Delaware
Wildorado Wind, LLC						Texas
Wilmarth Lane Solar 1, LLC						Delaware
Wind TE Holdco LLC						Delaware
Winona Solar I LLC						Delaware
Winona Solar II LLC						Delaware
WSD Solar Holdings, LLC						Delaware
WV Wind Holdco LLC						Delaware
WV Wind Holdings LLC						Delaware
Zephyr Oahu Partnership LLC						Delaware

Document

EXHIBIT 31.1

CERTIFICATION

I, Craig Cornelius, certify that:

1.I have reviewed this annual report on Form 10-K of Clearway Energy LLC;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.


/s/ CRAIG CORNELIUS
Craig Cornelius President and Chief Executive Officer (Principal Executive Officer)

Date: February 24, 2026

Document

EXHIBIT 31.2

CERTIFICATION

I, Sarah Rubenstein, certify that:

1.I have reviewed this annual report on Form 10-K of Clearway Energy LLC;

b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.


/s/ SARAH RUBENSTEIN
Sarah Rubenstein Executive Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

Date: February 24, 2026

Document

EXHIBIT 32

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Clearway Energy LLC on Form 10-K for the year ended December 31, 2025, as filed with the Securities and Exchange Commission on the date hereof (the “Form 10-K”), each of the undersigned officers of the Company certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to such officer's knowledge:

(1)The Form 10-K fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)The information contained in the Form 10-K fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods expressed in the Form 10-K.

Date: February 24, 2026

/s/ CRAIG CORNELIUS

Craig Cornelius

President and Chief Executive Officer

(Principal Executive Officer)

/s/ SARAH RUBENSTEIN

Sarah Rubenstein

Executive Vice President and Chief Financial Officer

(Principal Financial Officer and

Principal Accounting Officer)

The foregoing certification is being furnished solely pursuant to 18 U.S.C. Section 1350 and is not being filed as part of this Form 10-K or as a separate disclosure document.

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Clearway Energy LLC and will be retained by Clearway Energy LLC and furnished to the Securities and Exchange Commission or its staff upon request.