Clearway Energy Inc

Disclosure Pursuant to Item 1.01 of Form 8-K – Entry Into a Material Definitive Agreement

In connection with the Company entering into definitive agreements to acquire 100% of the Class A membership interests and 50% of the Class B membership interests in Pine Forest TE HoldCo LLC, as described in Part I, Item 2, Management’s Discussion and Analysis of Financial Condition and the Results of Operations – Significant Events – Drop Down Transactions, on October 28, 2024, the Company, Clearway Energy LLC and CEG amended and restated the Amended and Restated Exchange Agreement, dated as of May 14, 2015, or the First Amended Exchange Agreement, by entering into a Second Amended and Restated Exchange Agreement, or the Second Amended Exchange Agreement, pursuant to which CEG (and certain permitted assignees and permitted transferees who acquire Class B units or Class D units of Clearway Energy LLC, or collectively with CEG, the CEG Unitholders) may from time to time cause Clearway Energy LLC to exchange their Class B units for shares of the Company’s Class A common stock, or exchange their Class D units for shares of the Company’s Class C common stock, on a one-for-one basis, subject to equitable adjustments for stock splits, stock dividends and reclassifications.

The Second Amended Exchange Agreement amends and restates the First Amended Exchange Agreement to, among other things, provide for an equitable cash settlement, to be paid by the exchanging CEG Unitholder to the Company on the applicable exchange date, for the value of certain assets of the Company that are not held by Clearway Energy LLC, including the membership interests of Pine Forest TE HoldCo LLC held by 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 the Company’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. The intent of this amendment is to maintain parity in the value of the shares of Class A or Class C common stock received in return for the Class B or Class D units exchanged, to accommodate investments that may be held directly or indirectly by the Company but that are not held through Clearway Energy LLC.

The foregoing description of the Second Amended Exchange Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of the Second Amended Exchange Agreement, which is filed herewith as Exhibit 10.2 and is incorporated herein by reference.

Disclosure Pursuant to Item 5.02 of Form 8-K – Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As previously disclosed, on October 10, 2024, Vincent Stoquart informed the Company of his intention to resign from the board of directors, or the Board, of the Company effective as of the close of business on October 23, 2024. On October 24, 2024, the Board elected Olivier Jouny to replace Mr. Stoquart and to serve as a member of the Board, effective as of such date.

Mr. Jouny will not initially serve on any committee of the Board or receive any separate compensation for his service as a director.

Mr. Jouny, age 44, has served as Senior Vice President of the Renewables division of TotalEnergies since September 1, 2024. From January 2023 to August 2024, he was Senior Vice President of the Integrated Power division of TotalEnergies inside the Gas, Renewables and Power branch, where he developed an expertise in electricity markets and flexible power generation assets. Prior to that, Mr. Jouny served as Managing Director of TotalEnergies E&P in Angola. He was, during this period, also the country chair for TotalEnergies in Angola. In September 2016, he joined the Marketing & Services branch where he was appointed Managing Director of Total Marine Fuels, TotalEnergies’ worldwide business unit in charge of bunkering activities, based in Singapore. In 2008, he joined the Exploration & Production branch where he held several positions in Yemen, France and the Republic of Congo. He was successively Commercial Manager of Yemen LNG, Head of E&P New Ventures Economics Department and Business Development Manager of Total E&P Congo based in Pointe Noire. Mr. Jouny began his career in the Gas & Power Division serving in marketing activities on the European gas markets and then LNG downstream developments in North & Central Americas. Mr. Jouny graduated as a mechanical engineer from the Mines Paris Tech.

The Company and Mr. Jouny have entered into an indemnification agreement that provides Mr. Jouny with contractual rights to indemnification, expense advancement and reimbursement to the fullest extent permitted under Delaware law. The foregoing description of such indemnification agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of the Form of Indemnification Agreement, the form of which was filed as Exhibit 10.4 to the Company’s 2023 Form 10-K, and which is incorporated herein by reference.

There are no arrangements or understandings between Mr. Jouny and any other person pursuant to which Mr. Jouny was elected to serve on the Board. Mr. Jouny does not have any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Insider Trading Plans

During the three months ended September 30, 2024, no director or officer of the Company adopted orterminated 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.