Clearway Energy, Inc.

Previous wording

As you read this discussion and analysis, refer to the Company’s consolidated financial statements to this Form 10-Q, which present the results of operations for the three months ended March 31, 2026 and 2025. Also refer to the Company’s 2025 Form 10-K, which includes detailed discussions of various items impacting the Company’s business, results of operations and financial condition.

Current wording

As you read this discussion and analysis, refer to the Company’s consolidated financial statements to this Form 10-Q, which present the results of operations for the three and six months ended June 30, 2026 and 2025. Also refer to the Company’s 2025 Form 10-K, which includes detailed discussions of various items impacting the Company’s business, results of operations and financial condition.

Previous wording

The Company is one of the largest owners of clean energy generation assets in the U.S. The Company’s 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, or BESS, and approximately 2.8 GW of dispatchable combustion-based power generation assets included in the Flexible Generation segment that provide critical grid reliability services. Through this environmentally-sound, diversified and primarily contracted portfolio, the Company endeavors to provide its investors with stable and growing dividend income. The majority of the Company’s revenues are derived from long-term contractual arrangements for the output or capacity from these assets. The weighted average remaining contract duration of the Company’s Renewables & Storage segment offtake agreements was approximately 12 yearsas of March 31, 2026 based on CAFD.

Current wording

The Company is one of the largest owners of clean energy generation assets in the U.S. The Company’s portfolio comprises approximately 13.9 GW of gross capacity in 27 states, including approximately 11.1 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 investors with stable and growing dividend income. The majority of the Company’s revenues are derived from long-term contractual arrangements for the output or capacity from these assets. The weighted average remaining contract duration of the Company’s Renewables & Storage segment offtake agreements was approximately 12 yearsas of June 30, 2026 based on CAFD.

Previous wording

•On March 30, 2026, the Company, through its indirect subsidiaries, Cardinal Purchaser LLC and Cardinal JV Purchaser LLC, 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 was paid by Cardinal Purchaser LLC related to facilities consolidated by the Company and $80 million was paid by Cardinal JV Purchaser LLC related to facilities held through a joint venture with a third-party investor, recorded as an equity method investment. 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. See Note 3, Acquisitions, for further discussion of the transaction.

Current wording

•On March 30, 2026, the Company, through its indirect subsidiaries, Cardinal Purchaser LLC and Cardinal JV Purchaser LLC, completed the acquisition of the Cardinal Portfolio for net cash consideration of $322 million, which includes post-closing adjustments of $2 million. Of the net consideration, $242 million was paid by Cardinal Purchaser LLC related to facilities consolidated by the Company and $80 million was paid by Cardinal JV Purchaser LLC related to facilities held through a joint venture with a third-party investor, recorded as an equity method investment. After factoring in cash acquired, transaction expenses and proceeds from the related financing activities, the Company estimates its net capital investment in the Cardinal Portfolio will be approximately $240 million. See Note 3, Acquisitions, for further discussion of the transaction.

Previous wording

•On May 1, 2026, when the Honeycomb Portfolio BESS facilities reached substantial completion, the Company paid $81 million to Clearway Renew as additional purchase price in connection with the Company’s acquisition of Honeycomb TargetCo from Clearway Renew on October 15, 2025. The Company’s total capital investment in Honeycomb TargetCo was $97 million. Also, on May 1, 2026, the tax equity investor in Honeycomb TE Holdco LLC contributed an additional $254 million, which was utilized along with the $60 million previously held in escrow, to repay the tax equity bridge loan and to pay associated fees with the remaining proceeds distributed to CEG. See Note 7, Long-term Debt, for further discussion of the transaction.

Current wording

•On May 1, 2026, when the Honeycomb Portfolio BESS facilities reached substantial completion, the Company paid $81 million to Clearway Renew as additional purchase price in connection with the Company’s acquisition of Honeycomb TargetCo from Clearway Renew, which occurred on October 15, 2025. The Company’s total capital investment in Honeycomb TargetCo was $97 million. Also, on May 1, 2026, the tax equity investor in Honeycomb TE Holdco LLC contributed an additional $254 million, which was utilized along with the $60 million previously held in escrow, to repay the tax equity bridge loan and to pay associated fees with the remaining proceeds distributed to CEG. See Note 7, Long-term Debt, for further discussion of the transaction.

Previous wording

•On March 30, 2026, the Company, through its indirect subsidiary, Cardinal Investment Holdco LLC, borrowed $100 million under a new financing arrangement that was entered into in February 2026 to partially fund the acquisition of the Cardinal Portfolio. In connection with the acquisition, the Company also assumed non-recourse facility-level debt associated with certain of the acquired facilities. See Note 7, Long-term Debt, for further discussion of the financing arrangement and assumed non-recourse facility-level debt.

Current wording

•On March 30, 2026, the Company, through its indirect subsidiary, Cardinal Investment Holdco LLC, borrowed $100 million under a new financing arrangement that was entered into in February 2026 to partially fund the acquisition of the Cardinal Portfolio. In connection with the acquisition, the Company also assumed non-recourse facility-level debt associated with certain of the acquired facilities. On April 27, 2026, the Company made an early partial repayment of $17 million of the assumed facility-level debt. See Note 7, Long-term Debt, for further discussion of the financing arrangement and assumed non-recourse facility-level debt.

Previous wording

Operating revenues increased by $56 million during the three months ended March 31, 2026, compared to the same period in 2025, due to a combination of the drivers summarized in the table below:

Current wording

Operating revenues increased by $89 million during the three months ended June 30, 2026, compared to the same period in 2025, due to a combination of the drivers summarized in the table below:

Previous wording

Depreciation, amortization and accretion increased by $19 million during the three months ended March 31, 2026, compared to the same period in 2025, primarily due to the solar and BESS acquisitions referenced above.

Current wording

Depreciation, amortization and accretion increased by $33 million during the three months ended June 30, 2026, compared to the same period in 2025, primarily due to the solar and BESS acquisitions referenced above.

Previous wording

For the three months ended March 31, 2026, the Company recorded an income tax benefit of $2 million on a pretax loss of $70 million. For the same period in 2025, the Company recorded an immaterial income tax expense on a pretax loss of $104 million. The $2 million increase in income tax benefit during the three months ended March 31, 2026, compared to the same period in 2025, was primarily due to the allocation of taxable earnings and losses, which includes the effect of applying the HLBV method of accounting for book purposes for certain partnerships.

Current wording

For the six months ended June 30, 2026, the Company recorded an income tax benefit of $5 million on a pretax loss of $43 million. For the same period in 2025, the Company recorded an income tax expense of $5 million on a pretax loss of $87 million. The $10 million decrease in income taxes during the six months ended June 30, 2026, compared to the same period in 2025, was primarily due to the allocation of taxable earnings and losses, which includes the effect of applying the HLBV method of accounting for book purposes for certain partnerships.

Previous wording

For the three months ended March 31, 2026, the Company had net income of $95 million attributable to noncontrolling interests and redeemable noncontrolling interests comprised of the following:

Current wording

For the six months ended June 30, 2026, the Company had net income of $3 million attributable to noncontrolling interests and redeemable noncontrolling interests comprised of the following:

Previous wording

As of March 31, 2026 and December 31, 2025, the Company’s liquidity was approximately $1,229 million and$1,061 million, respectively, comprised of cash, restricted cash and availability under the Company’s revolving credit facility.

Current wording

As of June 30, 2026 and December 31, 2025, the Company’s liquidity was approximately $985 million and$1,061 million, respectively, comprised of cash, restricted cash and availability under the Company’s revolving credit facility.

Previous wording

The Company’s liquidity includes $355 million and $587 million of restricted cash balances as of March 31, 2026 and December 31, 2025, 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 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 restricted for reserves including debt service, performance obligations and other reserves, as well as capital expenditures. The remaining $32 million is held in distribution reserve accounts. In January 2026, the Company distributed $174 million to the tax equity investor in Rosie South TE Holdco LLC related to transferable ITCs for the Rosamond South I solar and BESS facility that were included in restricted cash as of December 31, 2025.

Current wording

The Company’s liquidity includes $292 million and $587 million of restricted cash balances as of June 30, 2026 and December 31, 2025, respectively. Restricted cash consists primarily of funds to satisfy the requirements of certain debt arrangements and funds held within the Company’s facilities that are restricted in their use. As of June 30, 2026, these restricted funds were comprised of $130 million designated to fund operating expenses, approximately $40 million designated for current debt service payments and $90 million restricted for reserves including debt service, performance obligations and other reserves, as well as capital expenditures. The remaining $32 million is held in distribution reserve accounts. In January 2026, the Company distributed $174 million to the tax equity investor in Rosie South TE Holdco LLC related to transferable ITCs for the Rosamond South I solar and BESS facility that were included in restricted cash as of December 31, 2025.

Previous wording

As of March 31, 2026, the Company had no outstanding borrowings under the revolving credit facility and $151 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.

Current wording

As of June 30, 2026, the Company had $60 million in outstanding borrowings under the revolving credit facility and $198 million in letters of credit outstanding. During January 2026, the Company repaid$361 million in outstanding borrowings under the revolving credit facility utilizing the proceeds from the sale of the 2034 Senior Notes. During July 2026, the Company borrowed an additional $45 million under the revolving credit facility and subsequently repaid $50 million. As of July 31, 2026, the Company had $55 million in outstanding borrowings under the revolving credit facility. The facility will continue to be used for general corporate purposes including financing of future investments or acquisitions and posting letters of credit.

Previous wording

Goat Mountain Repowering Financing— On February 27, 2026, the Company, through its indirect subsidiaries, Goat Mountain Class B Holdco LLC and Goat Wind LLC, as co-borrowers, entered into a financing arrangement for non-recourse debt for a total commitment of $703 million, which consists of a construction loan that converts to a five-year term loan upon substantial completion of the repowering, as well as bridge loans to be repaid with the proceeds from the tax equity investor. The construction loan and bridge loans bear interest at a rate of SOFR plus 1.50% and mature on the term conversion date. The initial borrowing of $140 million was primarily used to fund costs associated with the Goat Mountain repowering, including payments under the development services agreement, deferred debt issuance costs and capital expenditures. Under the financing arrangement, the Company borrowed $151 million through March 31, 2026. The Company estimates that its total capital investment in the Goat Mountain repowering will be $200 million, subject to closing adjustments.

Current wording

Goat Mountain Repowering Financing— On February 27, 2026, the Company, through its indirect subsidiaries, Goat Mountain Class B Holdco LLC and Goat Wind LLC, as co-borrowers, entered into a financing arrangement for non-recourse debt for a total commitment of $703 million, which consists of a construction loan that converts to a five-year term loan upon substantial completion of the repowering, as well as bridge loans to be repaid with the proceeds from the tax equity investor. The construction loan and bridge loans bear interest at a rate of SOFR plus 1.50% and mature on the term conversion date. The initial borrowing of $140 million was primarily used to fund costs associated with the Goat Mountain repowering, including payments under the development services agreement, deferred debt issuance costs and capital expenditures. In June 2026, the Company paid the remaining $36 million due under the development services agreement. Under the financing arrangement, the Company borrowed $231 million through June 30, 2026. The Company estimates that its total capital investment in the Goat Mountain repowering will be $200 million, subject to closing adjustments.

Previous wording

For the three months ended March 31, 2026, the Company used approximately $75 million to fund capital expenditures, including growth expenditures of $70 million, primarily in the Renewables & Storage segment, funded through construction-related financing. Growth capital expenditures included $29 million incurred in connection with the Honeycomb Portfolio BESS facilities, $22 million incurred in connection with the Pine Forest solar and BESS facility, $17 million incurred in connection with the repowering of the Goat Mountain wind facility and $2 million incurred by other facilities. In addition, the Company incurred$5 million of maintenance capital expenditures.

Current wording

For the six months ended June 30, 2026, the Company used approximately $159 million to fund capital expenditures, including growth expenditures of $154 million, primarily in the Renewables & Storage segment, funded through construction-related financing. Growth capital expenditures included $72 million incurred in connection with the Honeycomb Portfolio BESS facilities, $51 million incurred in connection with the repowering of the Goat Mountain wind facility, $21 million incurred in connection with the Pine Forest solar and BESS facility and $10 million incurred by other facilities. In addition, the Company incurred$5 million of maintenance capital expenditures, which is net of credits received.

Previous wording

Variable interest in equity investments — As of March 31, 2026, 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 $367 million as of March 31, 2026. This indebtedness may restrict the ability of these subsidiaries to issue dividends or distributions to the Company.

Current wording

Variable interest in equity investments — As of June 30, 2026, 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 $351 million as of June 30, 2026. This indebtedness may restrict the ability of these subsidiaries to issue dividends or distributions to the Company.

Previous wording

Cardinal Portfolio Acquisition—On March 30, 2026, the Company, through its indirect subsidiaries, Cardinal Purchaser LLC and Cardinal JV Purchaser LLC, 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 was paid by Cardinal Purchaser LLC related to facilities consolidated by the Company and $80 million was paid by Cardinal JV Purchaser LLC related to facilities held through a joint venture with a third-party investor. The Cardinal Portfolio has a weighted average remaining contract duration of approximately 10 years. The acquisition was funded with $100 million in borrowings under the new financing arrangement entered into in connection with the acquisition, as well as existing sources of liquidity. In connection with the acquisition, the Company also assumed non-recourse facility-level debt associated with certain of the acquired facilities. 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.

Current wording

Cardinal Portfolio—On March 30, 2026, the Company, through its indirect subsidiaries, Cardinal Purchaser LLC and Cardinal JV Purchaser LLC, completed the acquisition of the Cardinal Portfolio for net cash consideration of $322 million, which includes post-closing adjustments of $2 million. Of the net consideration, $242 million was paid by Cardinal Purchaser LLC related to facilities consolidated by the Company and $80 million was paid by Cardinal JV Purchaser LLC related to facilities held through a joint venture with a third-party investor. The Cardinal Portfolio has a weighted average remaining contract duration of approximately 10 years. The acquisition was funded with $100 million in borrowings under the new financing arrangement entered into in connection with the acquisition, as well as existing sources of liquidity.

Previous wording

Honeycomb Portfolio Drop Down— On May 1, 2026, when the Honeycomb Portfolio BESS facilities reached substantial completion, the Company paid $81 million to Clearway Renew as additional purchase price in connection with the Company’s acquisition of Honeycomb TargetCo from Clearway Renew on October 15, 2025, which was funded with existing sources of liquidity. The Company’s total capital investment in Honeycomb TargetCo was $97 million. Also, on May 1, 2026, the tax equity investor in Honeycomb TE Holdco LLC contributed an additional $254 million, which was utilized along with the $60 million previously held in escrow, to repay the tax equity bridge loan and to pay associated fees with the remaining proceeds distributed to CEG. During 2026, the Company borrowed an additional $71 million in construction loans, and on May 1, 2026, the total outstanding construction loans were converted to a term loan.

Current wording

Honeycomb Portfolio Drop Down— On May 1, 2026, when the Honeycomb Portfolio BESS facilities reached substantial completion, the Company paid $81 million to Clearway Renew as additional purchase price in connection with the Company’s acquisition of Honeycomb TargetCo LLC, or Honeycomb TargetCo, from Clearway Renew, which occurred on October 15, 2025. The Company’s additional purchase price was funded with existing sources of liquidity. The Company’s total capital investment in Honeycomb TargetCo was $97 million. Also, on May 1, 2026, the tax equity investor in Honeycomb TE Holdco LLC contributed an additional $254 million, which was utilized along with the $60 million previously held in escrow, to repay the tax 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 $71 million in construction loans during 2026, and on May 1, 2026, the total outstanding construction loans were converted to a term loan.

Previous wording

Since the Company holds the Class A membership interests in Pine Forest TE HoldCo LLC through its ownership of Pine Forest TE Class A, net loss attributable to Clearway Energy, Inc. reflects HLBV allocations associated with Pine Forest’s tax attributes, including ITCs and accelerated tax depreciation. As a result, larger losses were allocated to the Company in the first quarter of 2026 relative to other partnerships and will continue to be allocated to the Company during the early stages of the facility’s operations. These losses are non-cash in nature and do not impact the Company’s liquidity.

Current wording

Since the Company holds the Class A membership interests in Pine Forest TE HoldCo LLC through its ownership of Pine Forest TE Class A, net loss attributable to Clearway Energy, Inc. reflects HLBV allocations associated with Pine Forest’s tax attributes, including ITCs and accelerated tax depreciation. As a result, larger losses were allocated to the Company in 2026 relative to other partnerships and will continue to be allocated to the Company during the early stages of the facility’s operations. These losses are non-cash in nature and do not impact the Company’s liquidity.

Previous wording

Mesquite Sky 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. As a result of the restructuring, the Company derecognized derivative liabilities with a fair value of $115 million, as well as $12 million owed to the counterparty that was previously included in other non‑current liabilities, and recognized a term financing obligation with an initial carrying amount of $127 million. The financing obligation is repaid through fixed monthly payments beginning in May 2026 and matures on September 30, 2035. Total payments over the term of the arrangement are $162 million, which implies an effective interest rate of approximately 5.436%. In connection with the restructuring, the Company also entered into a 15‑year PPA with an investment‑grade counterparty, which replaces the volumetric and price exposure of Mesquite Sky’s energy‑related commodity contract with more favorable pricing.

Current wording

Mesquite Sky 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. As a result of the restructuring, the Company derecognized derivative liabilities with a fair value of $115 million, as well as $12 million owed to the counterparty that was previously included in other non‑current liabilities, and recognized a term financing obligation with an initial carrying amount of $127 million. The financing obligation is repaid through fixed monthly payments beginning in May 2026 and matures on September 30, 2035. Total payments over the term of the arrangement are $162 million, which implies an effective interest rate of approximately 5.436%.

Previous wording

The following table lists the dividends paid on the Company’s Class A common stock and Class C common stock during the three months ended March 31, 2026:

Current wording

The following table lists the dividends paid on the Company’s Class A common stock and Class C common stock during the six months ended June 30, 2026:

Previous wording

On May 6, 2026, the Company declared quarterly dividends on its 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.

Current wording

On August 4, 2026, the Company declared quarterly dividends on its Class C common stock of $0.4750 per share payable on September 15, 2026 to stockholders of record as of September 1, 2026.

Previous wording

Net Cash Used in Financing Activities

Current wording

Net Cash (Used in) Provided by Financing Activities

Previous wording

The Company, after the utilization of various federal and state NOL carryforwards, paid an immaterial amount of federal and state income taxes during the three months ended March 31, 2026 and does not expect to pay material federal or state income taxes for the remainder of the current year. The Company does not anticipate being subject to the corporate minimum tax on financial statement income.

Current wording

The Company, after the utilization of various federal and state NOL carryforwards, paid $3 million of federal and state income taxes during the six months ended June 30, 2026 and does not expect to pay material federal or state income taxes for the remainder of the current year. The Company does not anticipate being subject to the corporate minimum tax on financial statement income.