Clearway Energy Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Financial Statements and Exhibits
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Item 1.01 Entry into a Material Definitive Agreement.
On April 1, 2026, Clearway Energy, Inc. (the “Company”), Clearway Energy LLC and Clearway Energy Group LLC (“CEG”) entered into a Third Amended and Restated Exchange Agreement (the “Third Amended Exchange Agreement”), which amends and restates the Second Amended and Restated Exchange Agreement, dated as of October 28, 2024, among the Company, Clearway Energy LLC and CEG (the “Second Amended Exchange Agreement”). Under the Second Amended Exchange Agreement, CEG (and certain permitted assignees and permitted transferees who acquire Class B units or Class D units of Clearway Energy LLC (collectively with CEG, the “CEG Unitholders”)) was entitled to, from time to time, (i) exchange its Class B units of Clearway Energy LLC for shares of Class A common stock of the Company (“Class A common stock”) and (ii) exchange its Class D units of Clearway Energy LLC for shares of Class C common stock of the Company (“Class C common stock”), in each case, on a one-for-one basis, subject to equitable adjustments for stock splits, stock dividends and reclassifications; provided, that, upon any exchange of Class B units of Clearway Energy LLC for shares of Class A common stock or any exchange of Class D units of Clearway Energy LLC for shares of Class C common stock, a corresponding number of shares of Class B common stock or Class D common stock of the Company, as applicable, would be extinguished.
The Third Amended Exchange Agreement amends and restates the Second Amended Exchange Agreement to, among other things, provide that a CEG Unitholder may, from time to time, exchange its Class B units of Clearway Energy LLC for shares of Class C common stock (rather than shares of Class A common stock), in each case, on a one-for-one basis, subject to equitable adjustments for stock splits, stock dividends and reclassifications; provided, that, upon any such exchange, a corresponding number of shares of Class B common stock of the Company will be extinguished.
The foregoing description of the Third Amended Exchange Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of the Third Amended Exchange Agreement, which is filed herewith as Exhibit 10.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. |
Document | |
| 10.1 | Third Amended and Restated Exchange Agreement, dated April 1, 2026, among Clearway Energy, Inc., Clearway Energy LLC and Clearway Energy Group LLC. | |
| 104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Clearway Energy, Inc. | ||
| By: | /s/ Kevin P. Malcarney | |
| Kevin P. Malcarney | ||
| Executive Vice President, General Counsel and Corporate Secretary | ||
| Dated: April 2, 2026 | ||