Form 8-K

8-K — Clearway Energy, Inc.

Accession: 0001628280-26-032303

Filed: 2026-05-07

Period: 2026-05-07

CIK: 0001567683

SIC: 4911 (ELECTRIC SERVICES)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — cwen-20260507.htm (Primary)

EX-99.1 (exhibit991-clearwayenergyi.htm)

GRAPHIC (clearwaylogoa03a.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: cwen-20260507.htm · Sequence: 1

cwen-20260507

0001567683false00015676832026-05-072026-05-070001567683us-gaap:CommonClassAMember2026-05-072026-05-070001567683us-gaap:CommonClassCMember2026-05-072026-05-07

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (date of earliest event reported): May 7, 2026

CLEARWAY ENERGY, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-36002

46-1777204

(State or other jurisdiction of incorporation or organization)

(Commission File Number)

(I.R.S. Employer Identification No.)

300 Carnegie Center, Suite 300, Princeton, New Jersey 08540

(Address of principal executive offices, including zip code)

(609) 608-1525

Registrant's telephone number, including area code

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class Trading Symbol(s) Name of each exchange on which registered

Class A Common Stock, par value $0.01 CWEN.A New York Stock Exchange

Class C Common Stock, par value $0.01 CWEN New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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.

☐

Item 2.02 Results of Operations and Financial Condition

On May 7, 2026, Clearway Energy, Inc. issued a press release announcing its financial results for the quarter ended March 31, 2026. A copy of the press release is furnished as Exhibit 99.1 to this report on Form 8-K and is hereby incorporated by reference. In accordance with General Instruction B.2 of Form 8-K, the information set forth in this Item 2.02 and in the attached exhibit are deemed to be furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Item 9.01 Financial Statements and Exhibits

(d)Exhibits

In accordance with General Instruction B.2 of Form 8-K, the information set forth in the attached exhibit is deemed to be furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act.

Exhibit

Number

Document

99.1

Press Release, dated May 7, 2026

104 Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

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.

(Registrant)

By: /s/ Kevin P. Malcarney

Kevin P. Malcarney

General Counsel and Corporate Secretary

Dated: May 7, 2026

EX-99.1

Filename: exhibit991-clearwayenergyi.htm · Sequence: 2

Document

Clearway Energy, Inc. Reports First Quarter 2026 Financial Results

•Fleet Enhancement program advancing with all repowerings for 2026/2027 on schedule, new long-term hyperscaler PPA at Mesquite Sky, and further project contract enhancements in process

•Sponsor-enabled growth program accelerating with late-stage pipeline now at 12.7 GW, and Honeycomb Phase I funded

•Third-party M&A program continuing rigorous execution, with on-time closing of Cardinal operating solar portfolio in 1Q26 and operating performance of earlier 2025 asset acquisitions on-track

•Upside opportunity from digital infrastructure complexes also advancing, as Clearway Group completed first generator equipment purchases for first generation in 2028 and established delivery partnership with Quanta/Blattner; 500 MW of PPAs signed and awarded at Montana complex to date

•Public share simplification proposal approved at 2026 Annual Meeting of Stockholders

•Reaffirming 2026 financial guidance

PRINCETON, NJ — May 7, 2026— Clearway Energy, Inc. (NYSE: CWEN, CWEN.A) today reported first quarter 2026 financial results, including Net Loss of $68 million, Adjusted EBITDA of $257 million, Cash from Operating Activities of $401 million, and Cash Available for Distribution (CAFD) of $70 million.

“Our diversified fleet remains on track to deliver on our financial guidance for the year. Looking further out, we have increased the total corporate capital investment opportunities we are targeting through 2029 by 20% since last November, demonstrating substantial progress and potential upside to the long-term financial objectives we have set for our business. This progress now increases our enterprise’s total late-stage opportunity pipeline to 12.7 GW. With all these advancements, we are in a very solid position to continue to strive for the top end or better of our $2.90 to $3.10 CAFD per share target for 2030. We also continue to be optimistic about our ability to grow CAFD per share 5–8%+ in the years beyond 2030, including growing at the top end of that range in 2031 from our 2030 target baseline, with potential upside from the co-located digital infrastructure growth pathway. Finally, stockholder approval of a simplified share structure will now benefit all holders with a more liquid investment, greater attractiveness to a broader investor base, and additional flexibility to support our capital allocation strategy,” said Craig Cornelius, Chief Executive Officer of Clearway Energy, Inc.

Adjusted EBITDA and Cash Available for Distribution used in this press release are non-GAAP measures and are explained in greater detail under “Non-GAAP Financial Information” below.

Overview of Financial and Operating Results

Segment Results

Table 1: Net Income/(Loss)

($ millions) Three Months Ended

Segment 3/31/26 3/31/25

Flexible Generation (2) 2

Renewables & Storage (15) (70)

Corporate

(51) (36)

Net Income/(Loss) $ (68) $ (104)

Table 2: Adjusted EBITDA

($ millions) Three Months Ended

Segment 3/31/26 3/31/25

Flexible Generation 49 44

Renewables & Storage 218 219

Corporate

(10) (11)

Adjusted EBITDA $ 257 $ 252

Table 3: Cash from Operating Activities and Cash Available for Distribution (CAFD)

Three Months Ended

($ millions) 3/31/26 3/31/25

Cash from Operating Activities $ 401 $ 95

Cash Available for Distribution (CAFD) $ 70 $ 77

For the first quarter of 2026, the Company reported Net Loss of $68 million, Adjusted EBITDA of $257 million, Cash from Operating Activities of $401 million, and CAFD of $70 million. Net Loss decreased versus 2025 primarily due to changes in mark-to-market for economic hedges. Adjusted EBITDA results in the first quarter of 2026 were higher than 2025 primarily due to the contribution from growth investments partially offset by lower wind resource at certain facilities. CAFD results in the first quarter of 2026 also reflected timing for certain cash receipts from growth investments.

Operational Performance

Table 4: Selected Operating Results1

(MWh in thousands) Three Months Ended

3/31/26 3/31/25

Flexible Generation Equivalent Availability Factor 88.7 % 89.3 %

Solar MWh generated/sold 2,118 1,738

Wind MWh generated/sold 2,709 2,743

Renewables & Storage generated/sold2 4,827 4,481

Generation in the Renewables & Storage segment during the first quarter of 2026 was 8% higher than the first quarter of 2025 primarily due to the contribution of growth investments.

1 Excludes equity method investments

2 Generation sold excludes MWh that are reimbursable for economic curtailment

Liquidity and Capital Resources

Table 5: Liquidity

($ millions) 3/31/2026 12/31/2025

Cash and Cash Equivalents:

Clearway Energy, Inc. and Clearway Energy LLC, excluding subsidiaries $ 92 $ 37

Subsidiaries 233 194

Restricted Cash:

Operating accounts 141 146

Reserves, including debt service, distributions, performance obligations and other reserves 214 441

Total Cash 680 818

Revolving credit facility availability 549 243

Total Liquidity $ 1,229 $ 1,061

Total liquidity as of March 31, 2026, was $1,229 million, which was $168 million higher than as of December 31, 2025.

As of March 31, 2026, the Company’s liquidity included $355 million of restricted cash. Restricted cash consists primarily of funds to satisfy the requirements of certain debt arrangements and funds held within the Company’s projects that are restricted in their use. As of March 31, 2026, these restricted funds were comprised of $141 million designated to fund operating expenses, approximately $97 million designated for current debt service payments, and $85 million of reserves for debt service, performance obligations and other items including capital expenditures. The remaining $32 million is held in distribution reserve accounts.

As of March 31, 2026, the Company had no outstanding borrowings under the revolving credit facility and $151 million in letters of credit outstanding. The facility will continue to be used for general corporate purposes including financing of future investments or acquisitions and posting letters of credit.

Potential future sources of liquidity include excess operating cash flow, availability under the revolving credit facility, asset dispositions, and, subject to market conditions, new corporate debt and equity financings.

Growth Investments and Strategic Updates

Honeycomb Phase 1

On May 1, 2026, the Honeycomb Portfolio BESS facilities, four BESS facilities in Utah, representing 320 MW of capacity, reached substantial completion. The portfolio is underpinned by 20-year tolling agreements with an investment grade utility. The Company’s total capital investment was $97 million.

Public Share Simplification

On April 29, 2026, the Company announced at its 2026 Annual Meeting of Stockholders that its proposal to simplify its public share class structure into a single share class was approved. On May 1, 2026, the Company amended and restated the Company’s certificate of incorporation (the Charter Amendment) that converted each share of the Company’s Class A common stock, par value $0.01 per share, into one share of the Company’s Class C common stock, par value $0.01 per share. Under the terms of the Charter Amendment, the Class A Conversion occurred automatically at 12:01 a.m., Eastern Time, on the second business day following the filing of the Charter Amendment. As described in the Company’s proxy filing, simultaneously, shares of the Company’s Class B common stock were placed in the voting trust, such that public voting interest remains the same as prior to the Class A Conversion.

Mesquite Sky PPA Restructuring

On March 27, 2026, the Company restructured its existing energy-related commodity contract associated with the Mesquite Sky wind facility, which resulted in an in-substance financing to settle existing derivative liabilities over time. In connection

with the restructuring, the Company also entered into a 15-year PPA with an investment-grade hyperscaler, which replaces the volumetric and price exposure of Mesquite Sky’s energy-related commodity contract with more favorable pricing.

Cardinal Acquisition [formerly Deriva]

On March 30, 2026, the Company, through its indirect subsidiaries, completed the acquisition of the Cardinal Portfolio for total cash consideration of $324 million, subject to post-closing adjustments. Of the total consideration, $244 million relates to facilities consolidated by the Company and $80 million relates to facilities held through a 50/50 joint venture with a third-party investor. After factoring in cash acquired, transaction expenses and proceeds from the related financing activities, the Company estimates that its net capital investment in the Cardinal Portfolio will be approximately $240 million.

Quarterly Dividend

On May 6, 2026, Clearway Energy, Inc.’s Board of Directors declared a quarterly dividend on Class C common stock, including shares that were received in the Class A Conversion, of $0.4676 per share payable on June 15, 2026 to stockholders of record as of June 1, 2026.

Seasonality

Clearway Energy, Inc.’s quarterly operating results are impacted by seasonal factors, as well as weather variability which can impact renewable energy resource throughout the year. Most of the Company's revenues are generated from the months of May through September, as contracted pricing and renewable resources are at their highest levels in the Company’s portfolio. Factors driving the fluctuation in Net Income, Adjusted EBITDA, Cash from Operating Activities, and CAFD include the following:

•Higher summer capacity and energy prices from flexible generation assets;

•Higher solar insolation during the summer months;

•Higher wind resources during the spring and summer months;

•Renewable energy resource throughout the year;

•Debt service payments which are made either quarterly or semi-annually;

•Timing of maintenance capital expenditures and the impact of both unforced and forced outages; and

•Timing of distributions from unconsolidated affiliates.

The Company takes into consideration the timing of these factors to ensure sufficient funds are available for distributions and operating activities on a quarterly basis.

Financial Guidance

The Company is reaffirming its 2026 full year CAFD guidance range of $470 million to $510 million. The midpoint of the 2026 financial guidance range is based on median renewable energy production estimates for the full year, while the range reflects a potential distribution of outcomes on resource and performance in the fiscal year. The guidance range also factors in completing committed growth investments on currently forecasted schedules.

Earnings Conference Call

On May 7, 2026, Clearway Energy, Inc. will host a conference call at 5:00 p.m. Eastern to discuss these results. Investors, the news media and others may access the live webcast of the conference call and accompanying presentation materials by logging on to Clearway Energy, Inc.’s website at http://www.clearwayenergy.com and clicking on “Presentations & Webcasts” under “Investor Relations.”

About Clearway Energy, Inc.

Clearway Energy, Inc. is one of the largest owners of clean energy generation assets in the U.S. Our portfolio comprises approximately 13.6 GW of gross capacity in 27 states, including approximately 10.8 GW of wind, solar and battery energy storage systems and approximately 2.8 GW of flexible dispatchable power generation providing critical grid reliability services. Through our diversified and primarily contracted clean energy portfolio, Clearway Energy endeavors to provide its investors with stable and growing dividend income. Clearway Energy, Inc.’s common stock is traded on the New York Stock

Exchange under the symbol CWEN. Clearway Energy, Inc. is sponsored by its controlling investor, Clearway Energy Group LLC. For more information, visit investor.clearwayenergy.com.

Safe Harbor Disclosure

This news release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Such forward-looking statements are subject to certain risks, uncertainties and assumptions, and typically can be identified by the use of words such as “expect,” “estimate,” "target," “anticipate,” “forecast,” “plan,” “outlook,” “believe” and similar terms. Such forward-looking statements include, but are not limited to, statements regarding, the Company’s dividend expectations and its operations, its facilities and its financial results, statements regarding the anticipated consummation of the transactions described above, the anticipated benefits, opportunities, and results with respect to the transactions, including the Company’s future relationship and arrangements with Global Infrastructure Partners, TotalEnergies, and Clearway Energy Group, as well as the Company's Net Income, Adjusted EBITDA, Cash from Operating Activities, Cash Available for Distribution, the Company’s future revenues, income, indebtedness, capital structure, strategy, plans, expectations, objectives, projected financial performance and/or business results and other future events, and views of economic and market conditions.

Although Clearway Energy, Inc. believes that the expectations are reasonable, it can give no assurance that these expectations will prove to be correct, and actual results may vary materially. Factors that could cause actual results to differ materially from those contemplated above include, among others, the Company's ability to maintain and grow its quarterly dividend, impacts related to COVID-19 (including any variant of the virus) or any other pandemic, risks relating to the Company's relationships with its sponsors, the failure to identify, execute or successfully implement acquisitions or dispositions (including receipt of third party consents and regulatory approvals), the Company's ability to acquire assets from its sponsors, the Company’s ability to borrow additional funds and access capital markets due to its indebtedness, corporate structure, market conditions or otherwise, hazards customary in the power industry, weather conditions, including wind and solar performance, 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 new contracts as existing contracts expire, changes in government regulations, operating and financial restrictions placed on the Company that are contained in the project-level debt facilities and other agreements of the Company and its subsidiaries, and cyber terrorism and inadequate cybersecurity. Furthermore, any dividends are subject to available capital, market conditions, and compliance with associated laws and regulations.

Clearway Energy, Inc. undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. The Cash Available for Distribution are estimates as of today’s date, May 7, 2026, and are based on assumptions believed to be reasonable as of this date. Clearway Energy, Inc. expressly disclaims any current intention to update such guidance. The foregoing review of factors that could cause Clearway Energy, Inc.’s actual results to differ materially from those contemplated in the forward-looking statements included in this news release should be considered in connection with information regarding risks and uncertainties that may affect Clearway Energy, Inc.’s future results included in Clearway Energy, Inc.’s filings with the Securities and Exchange Commission at www.sec.gov. In addition, Clearway Energy, Inc. makes available free of charge at www.clearwayenergy.com, copies of materials it files with, or furnishes to, the Securities and Exchange Commission.

# # #

Contacts:

Investors: Media:

Akil Marsh Julia Poska

investor.relations@clearwayenergy.com Julia.Poska@Clearwayenergy.com

609-608-1500 202-836-5754

CLEARWAY ENERGY, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

Three months ended March 31,

(In millions, except per share amounts) 2026 2025

Operating Revenues

Total operating revenues $ 354 $ 298

Operating Costs and Expenses

Cost of operations, exclusive of depreciation, amortization and accretion shown separately below 134 122

Depreciation, amortization and accretion 182 163

General and administrative 11 10

Transaction and integration costs 7 3

Total operating costs and expenses 334 298

Operating Income 20 —

Other Income (Expense)

Equity in earnings of unconsolidated affiliates 5 5

Other income, net 8 7

Loss on debt extinguishment (2) —

Interest expense (101) (116)

Total other expense, net (90) (104)

Loss Before Income Taxes (70) (104)

Income tax benefit (2) —

Net Loss (68) (104)

Less: Net income (loss) attributable to noncontrolling interests and redeemable noncontrolling interests 95 (101)

Net Loss Attributable to Clearway Energy, Inc.

$ (163) $ (3)

Loss Per Share Attributable to Clearway Energy, Inc. Class A and Class C Common Stockholders

Weighted average number of Class A common shares outstanding - basic and diluted

35 35

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

86 83

Loss Per Weighted Average Class A and Class C Common Share - Basic and Diluted $ (1.35) $ (0.02)

Dividends Per Class A Common Share $ 0.4602 $ 0.4312

Dividends Per Class C Common Share $ 0.4602 $ 0.4312

CLEARWAY ENERGY, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(Unaudited)

Three months ended March 31,

(In millions) 2026 2025

Net Loss $ (68) (104)

Other Comprehensive Income (Loss)

Unrealized gain (loss) on derivatives and changes in accumulated OCI/OCL, net of income tax benefit of $(1) and $(1)

10 (5)

Other comprehensive income (loss) 10 (5)

Comprehensive Loss (58) (109)

Less: Comprehensive income (loss) attributable to noncontrolling interests and redeemable noncontrolling interests 100 (104)

Comprehensive Loss Attributable to Clearway Energy, Inc. $ (158) $ (5)

CLEARWAY ENERGY, INC.

CONSOLIDATED BALANCE SHEETS

(Unaudited)

(In millions, except shares) March 31, 2026 December 31, 2025

ASSETS

Current Assets

Cash and cash equivalents $ 325 $ 231

Restricted cash 355 587

Accounts receivable — trade 198 162

Accounts receivable — affiliates — 1

Inventory 87 75

Derivative instruments 32 29

Prepayments and other current assets 60 67

Total current assets 1,057 1,152

Property, plant and equipment, net 11,816 11,596

Other Assets

Equity investments in affiliates 362 291

Intangible assets for power purchase agreements, net 2,375 2,294

Other intangible assets, net 67 66

Deferred income taxes — 172

Derivative instruments 130 127

Right-of-use assets, net 773 714

Other non-current assets 351 243

Total other assets 4,058 3,907

Total Assets $ 16,931 $ 16,655

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current Liabilities

Current portion of long-term debt $ 612 $ 708

Accounts payable — trade 123 95

Accounts payable — affiliates 74 32

Derivative instruments 34 52

Accrued interest expense 43 52

Accrued expenses and other current liabilities 69 79

Total current liabilities 955 1,018

Other Liabilities

Long-term debt 8,504 7,898

Deferred income taxes 155 45

Derivative instruments 169 308

Long-term lease liabilities 826 796

Other non-current liabilities 754 676

Total other liabilities 10,408 9,723

Total Liabilities 11,363 10,741

Redeemable noncontrolling interest in subsidiaries 65 103

Commitments and Contingencies

Stockholders’ Equity

Preferred stock, $0.01 par value; 10,000,000 shares authorized; none issued

— —

Class A, Class B, Class C and Class D common stock, $0.01 par value; 3,000,000,000 shares authorized (Class A 500,000,000, Class B 500,000,000, Class C 1,000,000,000, Class D 1,000,000,000); 205,218,918 shares issued and outstanding (Class A 34,613,853, Class B 42,738,750, Class C 86,290,173, Class D 41,576,142) at March 31, 2026 and 203,773,674 shares issued and outstanding (Class A 34,613,853, Class B 42,738,750, Class C 84,844,929, Class D 41,576,142) at December 31, 2025

1 1

Additional paid-in capital 1,768 1,715

(Accumulated deficit) Retained earnings (6) 213

Accumulated other comprehensive loss — (5)

Noncontrolling interest 3,740 3,887

Total Stockholders’ Equity 5,503 5,811

Total Liabilities and Stockholders’ Equity $ 16,931 $ 16,655

CLEARWAY ENERGY, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

Three months ended March 31,

(In millions) 2026 2025

Cash Flows from Operating Activities

Net Loss $ (68) $ (104)

Adjustments to reconcile net loss to net cash provided by operating activities:

Equity in earnings of unconsolidated affiliates (5) (5)

Distributions from unconsolidated affiliates 9 8

Depreciation, amortization and accretion 182 163

Amortization of financing costs and debt discounts 4 3

Amortization of intangibles 49 43

Loss on debt extinguishment 2 —

Reduction in carrying amount of right-of-use assets 4 4

Changes in deferred income taxes (1) (2)

Changes in derivative instruments and amortization of accumulated OCI/OCL (30) 45

Proceeds from transferable tax credits 282 —

Changes in other working capital (27) (60)

Net Cash Provided by Operating Activities 401 95

Cash Flows from Investing Activities

Acquisitions, net of cash acquired (228) —

Acquisition of Drop Down Assets, net of cash acquired — (4)

Capital expenditures (75) (56)

Payments for equipment deposits and asset purchases from affiliate (70) —

Return of investment from unconsolidated affiliates 5 6

Investments in unconsolidated affiliates (76) —

Other 3 8

Net Cash Used in Investing Activities (441) (46)

Cash Flows from Financing Activities

(Distributions to) Contributions from noncontrolling interests, net (248) 44

Proceeds from the issuance of Class C common stock 50 —

Payments of dividends and distributions (95) (87)

Buyout of noncontrolling interest (3) —

Payments for the revolving credit facility (361) —

Proceeds from the issuance of long-term debt 882 35

Payments of debt issuance costs (25) —

Payments for long-term debt (298) (63)

Net Cash Used in Financing Activities (98) (71)

Net Decrease in Cash, Cash Equivalents and Restricted Cash (138) (22)

Cash, Cash Equivalents and Restricted Cash at Beginning of Period 818 733

Cash, Cash Equivalents and Restricted Cash at End of Period $ 680 $ 711

CLEARWAY ENERGY, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

For the Three Months Ended March 31, 2026 and 2025

(Unaudited)

(In millions) Preferred Stock Common Stock Additional

Paid-In

Capital Retained Earnings (Accumulated Deficit) Accumulated

Other

Comprehensive (Loss) Income Noncontrolling

Interest Total

Stockholders’

Equity

Balances at December 31, 2025 $ — $ 1 $ 1,715 $ 213 $ (5) $ 3,887 $ 5,811

Net (loss) income — — — (163) — 133 (30)

Unrealized gain on derivatives and changes in accumulated OCL, net of tax — — — — 5 5 10

Distributions to CEG, net of contributions, cash — — — — — (64) (64)

Distributions to noncontrolling interests, net of contributions, cash — — — — — (178) (178)

Transfers of assets under common control — — — — — (1) (1)

Cardinal Portfolio acquisition — — — — — 2 2

Buyout of noncontrolling interest — — 2 — — (5) (3)

Proceeds from the issuance of Class C common stock — — 50 — — — 50

Stock-based compensation — — 1 — — — 1

Common stock dividends and distributions to CEG unit holders — — — (56) — (39) (95)

Balances at March 31, 2026 $ — $ 1 $ 1,768 $ (6) $ — $ 3,740 $ 5,503

(In millions) Preferred Stock Common Stock Additional

Paid-In

Capital Retained Earnings Accumulated

Other

Comprehensive Income Noncontrolling

Interest Total

Stockholders’

Equity

Balances at December 31, 2024 $ — $ 1 $ 1,805 $ 254 $ 3 $ 3,501 $ 5,564

Net loss — — — (3) — (101) (104)

Unrealized loss on derivatives and changes in accumulated OCI, net of tax — — — — (2) (3) (5)

Distributions to CEG, net of contributions, cash — — — — — (2) (2)

Contributions from noncontrolling interests, net of distributions, cash — — — — — 51 51

Distributions to noncontrolling interests, non-cash — — — — — (4) (4)

Transfers of assets under common control — — (89) — (1) 79 (11)

Non-cash adjustments for change in tax basis — — 18 — — — 18

Stock-based compensation — — 1 — — — 1

Common stock dividends and distributions to CEG unit holders — — — (51) — (36) (87)

Other — — — — — (1) (1)

Balances at March 31, 2025 $ — $ 1 $ 1,735 $ 200 $ — $ 3,484 $ 5,420

Appendix Table A-1: Three Months Ended March 31, 2026, Segment Adjusted EBITDA Reconciliation

The following table summarizes the calculation of Adjusted EBITDA and provides a reconciliation to Net Income/(Loss):

($ in millions) Flexible Generation Renewables & Storage Corporate Total

Net Income (Loss) $ (2) $ (15) $ (51) $ (68)

Plus:

Income Tax Benefit — — (2) (2)

Interest Expense, net 7 51 34 92

Depreciation, Amortization and ARO 28 153 1 182

Contract Amortization

5 45 — 50

Loss on Debt Extinguishment

— 2 — 2

Mark to Market (MtM) Losses/(Gains) on economic hedges 7 (37) — (30)

Transaction and Integration costs — — 7 7

Other Non-recurring 1 10 — 11

Adjustments to reflect CWEN’s pro-rata share of Adjusted EBITDA from Unconsolidated Affiliates

3 9 — 12

Non-Cash Equity Compensation

— — 1 1

Adjusted EBITDA $ 49 $ 218 $ (10) $ 257

Appendix Table A-2: Three Months Ended March 31, 2025, Segment Adjusted EBITDA Reconciliation

The following table summarizes the calculation of Adjusted EBITDA and provides a reconciliation to Net Income/(Loss):

($ in millions) Flexible Generation Renewables & Storage Corporate Total

Net Income (Loss) $ 2 $ (70) $ (36) $ (104)

Plus:

Interest Expense, net 8 79 22 109

Depreciation, Amortization and ARO 28 135 — 163

Contract Amortization

5 39 — 44

Mark to Market (MtM) Losses/(Gains) on economic hedges (2) 13 — 11

Transaction and Integration costs — — 3 3

Other Non-recurring — 15 — 15

Adjustments to reflect CWEN’s pro-rata share of Adjusted EBITDA from Unconsolidated Affiliates

3 8 — 11

Adjusted EBITDA $ 44 $ 219 $ (11) $ 252

Appendix Table A-3: Cash Available for Distribution Reconciliation

The following table summarizes the calculation of Cash Available for Distribution and provides a reconciliation to Cash from Operating Activities:

Three Months Ended

($ in millions) 3/31/26 3/31/25

Adjusted EBITDA $ 257 $ 252

Cash interest paid (106) (99)

Changes in prepaid and accrued liabilities for tolling agreements (10) (10)

Adjustments to reflect sale-type leases 2 2

Pro-rata Adjusted EBITDA from unconsolidated affiliates (17) (15)

Distributions from unconsolidated affiliates 9 8

Proceeds from transferable tax credits3 3 —

Changes in working capital and other 263 (43)

Cash from Operating Activities 401 95

Changes in working capital and other (263) 43

Return of investment from unconsolidated affiliates 5 6

Net distributions (to)/from non-controlling interest4 (3) (13)

Cash receipts from notes receivable 1 1

Maintenance capital expenditures (5) (1)

Principal amortization of indebtedness5 (67) (58)

Cash Available for Distribution before Adjustments $ 69 $ 73

Net impact of drop downs from timing of construction debt service 1 4

Cash Available for Distribution $ 70 $ 77

3 2026 excludes $279 million of proceeds from tax credit transfers related to Pine Forest, which were primarily used to repay bridge loans

4 2026 excludes $245 million of net distributions primarily related to Goat Mountain, Pine Forest and Rosamond South I; 2025 excludes $64 million of net contributions primarily related to Rosamond South I

5 2026 excludes $231 million for the repayment of bridge loans in connection with Pine Forest; 2025 excludes $6 million for the repayment of bridge loans in connection with Rosamond South I

Appendix Table A-4: Three Months Ended March 31, 2026, Sources and Uses of Liquidity

The following table summarizes the sources and uses of liquidity in 2026:

Three Months Ended

($ in millions) 3/31/26

Sources:

Proceeds from the issuance of long-term debt 882

Net cash provided by operating activities 401

Proceeds from the issuance of Class C common stock 50

Return of investment from unconsolidated affiliates 5

Uses:

Payments for the revolving credit facility (361)

Payments for long-term debt (298)

Distributions to noncontrolling interests, net of contributions (248)

Acquisitions, net of cash acquired (228)

Payments of dividends and distributions (95)

Investments in unconsolidated affiliates (76)

Capital expenditures (75)

Payments for equipment deposits and asset purchases from affiliate (70)

Payments of debt issuance costs (25)

Change in total cash, cash equivalents, and restricted cash $ (138)

Appendix Table A-5: Adjusted EBITDA and Cash Available for Distribution Guidance

($ in millions) 2026 Full Year Guidance Range

Net Loss (44) - (4)

Income Tax (Benefit) Expense 5

Interest Expense, net

395

Depreciation, Amortization, Contract Amortization and ARO Expense 1,022

Adjustment to reflect CWEN share of Adjusted EBITDA in unconsolidated affiliates 59

Non-Cash Equity Compensation 4

Adjusted EBITDA 1,441 - 1,481

Cash interest paid

(383)

Changes in prepaid and accrued liabilities for tolling agreements

(3)

Adjustments to reflect sale-type leases and payments for lease expenses 6

Pro-rata Adjusted EBITDA from unconsolidated affiliates

(82)

Cash distributions from unconsolidated affiliates6 43

Income Tax Payments —

Cash from Operating Activities 1,022 - 1,062

Net distributions to non-controlling interest7 (149)

Cash receipts from notes receivable

Maintenance capital expenditures

(32)

Principal amortization of indebtedness8

(384)

Cash Available for Distribution 470 - 510

6 Distribution from unconsolidated affiliates can be classified as Return of Investment on Unconsolidated Affiliates when actuals are reported. This is below cash from operating activities

7 Includes tax equity proceeds and distributions to tax equity partners

8 Excludes maturities assumed to be refinanced

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