Clearway Energy, Inc.
For the period ended Sep 30, 2026. Filed Nov 9, 2026.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2026 · Filed Nov 9, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2026-06-30; filed 2026-08-05.
0001628280-26-053421
ITEM 2. — MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSCurrent report: 10-Q
Period ended 2026-09-30; filed 2026-11-09.
0001628280-26-072197
ITEM 2. — MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 140 previous paragraphs and 150 current paragraphs.
101 unchanged; 28 reworded; 20 added; 9 removed; 2 previous and 1 current paragraphs rearranged.
Tables are not compared: 24 previous and 24 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (20)
Current report
•On October 1, 2026, the Company, through its indirect subsidiary, entered into an agreement with Clearway Renew to acquire the Class A membership interests in the Honeycomb 2 Portfolio, which includes three BESS facilities under construction in Beaver and Iron Counties, Utah representing 210 MW of capacity, for $119 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 2027.
Current report
•On October 1, 2026, the Company, through its indirect subsidiary, RS2-Spindle TE Holdco LLC, acquired Spindle Pledgor LLC, the direct owner of the Spindle BESS facility, from Clearway Renew for initial cash consideration of $9 million. At substantial completion, which is expected to occur in the fourth quarter of 2026, the Company estimates it will pay an additional $37 million to Clearway Renew. The Company estimates that its total capital investment in Spindle will be $46 million, excluding the impact of any closing adjustments noted in the purchase agreement. See Note 3, Acquisitions, for further discussion of the transaction.
Current report
•On September 23, 2026, the Company, through an indirect subsidiary, entered into an agreement with Clearway Renew to acquire the Class A membership interests in Swan, a 650 MW solar facility currently under construction in Bates County, Missouri, for $230 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 2028.
Current report
•On August 17, 2026, the Company, through an indirect subsidiary, RS2-Spindle Purchaser LLC, acquired RS2-Spindle TargetCo, the indirect owner of the Rosamond South II BESS facility, from Clearway Renew for initial cash consideration of $9 million. At substantial completion, which is expected to occur in the fourth quarter of 2026, the Company estimates it will pay an additional $38 million to Clearway Renew. The Company estimates that its total capital investment in Rosamond South II will be $47 million, excluding the impact of any closing adjustments noted in the purchase agreement. See Note 3, Acquisitions, for further discussion of the transaction.
Current report
Flexible Generation Resource Adequacy and Capacity Agreements
Current report
•On May 15, 2026, the Company contracted with a load-serving entity to sell approximately 200 MW of Walnut Creek’s RA commencing in January 2027 and ending in December 2027. On November 4, 2026, the Company entered into a PPA with an additional load-serving entity for between 200 MW and 500 MW of Walnut Creek’s capacity commencing in January 2027 and ending in December 2034.
Current report
•On August 7, 2026, the Company contracted with a load-serving entity to sell approximately 203 MW of Marsh Landing’s RA commencing in January 2028 and ending in December 2029.
Current report
•On October 8, 2026, the Company, through its indirect subsidiary, Oahu Solar Holdings LLC, refinanced its existing credit agreement, which was scheduled to mature in November 2026, resulting in the issuance of a $71 million term loan facility, as well as $11 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 repay the outstanding principal under the existing credit agreement. See Note 7, Long-term Debt, for further discussion of the refinanced credit agreement.
Current report
•In connection with the Rosamond South II Drop Down on August 17, 2026, the Company assumed non-recourse facility-level debt. See Note 7, Long-term Debt, for further discussion of the non-recourse facility-level debt associated with the facility.
Current report
Operations and maintenance expense increased by $32 million during the three months ended September 30, 2026, compared to the same period in 2025, due to a combination of the drivers summarized in the table below:
Current report
Interest expense decreased by $55 million during the three months ended September 30, 2026, compared to the same period in 2025, primarily due to the following:
Current report
Income Tax Expense (Benefit)
Current report
For the three months ended September 30, 2025, the Company had a net loss of $172 million attributable to noncontrolling interests and redeemable noncontrolling interests comprised of the following:
Current report
Operations and maintenance expense increased by $62 million during the nine months ended September 30, 2026, compared to the same period in 2025, due to a combination of the drivers summarized in the table below:
Current report
Interest expense decreased by $48 million during the nine months ended September 30, 2026, compared to the same period in 2025, primarily due to the following:
Current report
Income Tax Expense (Benefit)
Current report
For the nine months ended September 30, 2026, the Company had net income of $75 million attributable to noncontrolling interests and redeemable noncontrolling interests comprised of the following:
Current report
For the nine months ended September 30, 2025, the Company had a net loss of $291 million attributable to noncontrolling interests and redeemable noncontrolling interests comprised of the following:
Current report
Spindle Drop Down— On October 1, 2026, the Company, through its indirect subsidiary, RS2-Spindle TE Holdco LLC, acquired Spindle Pledgor LLC, the direct owner of the Spindle BESS facility, from Clearway Renew for initial cash consideration of $9 million. At substantial completion, which is expected to occur in the fourth quarter of 2026, the Company estimates it will pay an additional $37 million to Clearway Renew. Spindle has a 20-year PPA with aninvestment-grade utility that will commence when the underlying operating assets reach commercial operations, which is expected to occur in the fourth quarter of 2026. The acquisition was funded with existing sources of liquidity. The Company estimates that its total capital investment in Spindle will be $46 million, excluding the impact of any closing adjustments noted in the purchase agreement.
Current report
Rosamond South II Drop Down— On August 17, 2026, the Company, through its indirect subsidiary, RS2-Spindle Purchaser LLC, acquired RS2-Spindle TargetCo, the indirect owner of the Rosamond South II BESS facility, from Clearway Renew for initial cash consideration of $9 million. At substantial completion, which is expected to occur in the fourth quarter of 2026, the Company estimates it will pay an additional $38 million to Clearway Renew. Rosamond South II has 15-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 fourth quarter of 2026. The acquisition was funded with existing sources of liquidity. As part of the acquisition of Rosamond South II, 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 final proceeds received from the tax equity investor, along with their initial contribution at acquisition date that is being held in escrow. The Company estimates that its total capital investment in Rosamond South II will be $47 million, excluding the impact of any closing adjustments noted in the purchase agreement.
Removed paragraphs (9)
Previous report
Operations and maintenance expense increased by $17 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 report
Income Tax (Benefit) Expense
Previous report
For the three months ended June 30, 2026, the Company had a net loss of $92 million attributable to noncontrolling interests and redeemable noncontrolling interests comprised of the following:
Previous report
For the three months ended June 30, 2025, the Company had a net loss of $18 million attributable to noncontrolling interests and redeemable noncontrolling interests comprised of the following:
Previous report
Operations and maintenance expense increased by $30 million during the six 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 report
Interest expense increased by $7 million during the six months ended June 30, 2026, compared to the same period in 2025, primarily due to the following:
Previous report
Income Tax (Benefit) Expense
Previous report
For the six months ended June 30, 2025, the Company had a net loss of $119 million attributable to noncontrolling interests and redeemable noncontrolling interests comprised of the following:
Previous report
Drop Down Transactions
Reworded paragraphs (28)
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 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.
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 nine months ended September 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
•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.
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 $323 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 $81 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
•The Company completed restructuring activities related to certain long-term commodity contracts associated with the Elbow Creek, Langford and Mesquite Sky wind facilities. In connection with each restructuring, the Company entered into a new 15-year PPA with a commercial or investment-grade counterparty. See Note 7, Long-term Debt, for further discussion of the restructuring activities.
Current wording
•During the first half of 2026, the Company completed restructuring activities related to certain long-term commodity contracts associated with the Elbow Creek, Langford and Mesquite Sky wind facilities. In connection with each restructuring, the Company entered into a new 15-year PPA with a commercial or investment-grade counterparty. See Note 7, Long-term Debt, for further discussion of the restructuring activities.
Previous wording
(b) MWh generated/sold includes 651 and 354 MWh (in thousands) associated with curtailment activities for the three months ended June 30, 2026 and 2025, respectively, and 1,027 and 790 for the six months ended June 30, 2026 and 2025, respectively.
Current wording
(b) MWh generated/sold includes 72 and 62 MWh (in thousands) associated with curtailment activities for the three months ended September 30, 2026 and 2025, respectively, and 1,099 and 852 for the nine months ended September 30, 2026 and 2025, respectively.
Previous 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:
Current wording
Operating revenues increased by $93 million during the three months ended September 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 $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.
Current wording
Depreciation, amortization and accretion increased by $22 million during the three months ended September 30, 2026, compared to the same period in 2025, primarily due to the solar and BESS acquisitions referenced above, partially offset by the sale of Mt. Storm in October 2025.
Previous wording
For the three months ended June 30, 2026, the Company recorded an income tax benefit of $3 million on pretax income of $27 million. For the same period in 2025, the Company recorded an income tax expense of $5 million on pretax income of $17 million. The $8 million decrease in income taxes during the three 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.
Current wording
For the three months ended September 30, 2026, the Company recorded an income tax expense of $10 million on pretax income of $133 million. For the same period in 2025, the Company recorded an income tax benefit of $31 million on pretax income of $29 million. The $41 million increase in income taxes during the three months ended September 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 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:
Current wording
For the three months ended September 30, 2026, the Company had net income of $72 million attributable to noncontrolling interests and redeemable noncontrolling interests comprised of the following:
Previous wording
Management’s Discussion of the Results of Operations for the Six Months Ended June 30, 2026 and 2025
Current wording
Management’s Discussion of the Results of Operations for the Nine Months Ended September 30, 2026 and 2025
Previous wording
Operating revenues increased by $145 million during the six months ended June 30, 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 $238 million during the nine months ended September 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 $52 million during the six months ended June 30, 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 $74 million during the nine months ended September 30, 2026, compared to the same period in 2025, primarily due to the solar and BESS acquisitions referenced above, partially offset by the sale of Mt. Storm in October 2025.
Previous 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.
Current wording
For the nine months ended September 30, 2026, the Company recorded an income tax expense of $5 million on pretax income of $90 million. For the same period in 2025, the Company recorded an income tax benefit of $26 million on a pretax loss of $58 million. The $31 million increase in income taxes during the nine months ended September 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
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.
Current wording
As of September 30, 2026 and December 31, 2025, the Company’s liquidity was approximately $1,102 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 $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.
Current wording
The Company’s liquidity includes $413 million and $587 million of restricted cash balances as of September 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 September 30, 2026, these restricted funds were comprised of $177 million designated to fund operating expenses, approximately $101 million designated for current debt service payments and $91 million restricted for reserves including debt service, performance obligations and other reserves, as well as capital expenditures. The remaining $44 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 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.
Current wording
As of September 30, 2026, the Company had $144 million in outstanding borrowings under the revolving credit facility and $200 million in letters of credit outstanding. During the nine months ended September 30, 2026, the Company borrowed $262 million under the revolving credit facility, and subsequently repaid $479 million of its outstanding borrowings. During October 2026, the Company subsequently repaid $15 million of its outstanding borrowings under the revolving credit facility. As of October 31, 2026, the Company had $129 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. 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.
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 $450 million through September 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 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.
Current wording
For the nine months ended September 30, 2026, the Company used approximately $407 million to fund capital expenditures, including growth expenditures of $398 million, primarily in the Renewables & Storage segment, funded through construction-related financing. Growth capital expenditures included $269 million incurred in connection with the repowering of the Goat Mountain wind facility, $74 million incurred in connection with the Honeycomb Portfolio BESS facilities, $24 million incurred in connection with the Pine Forest solar and BESS facility, $20 million incurred in connection with the Rosamond South II BESS facility and $11 million incurred by other facilities. In addition, the Company incurred$9 million of maintenance capital expenditures, which is net of credits received.
Previous 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.
Current wording
Variable interest in equity investments — As of September 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 $345 million as of September 30, 2026. This indebtedness may restrict the ability of these subsidiaries to issue dividends or distributions to the Company.
Previous 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.
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 $323 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 $81 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 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.
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. 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. The Company’s total capital investment in Honeycomb TargetCo was $97 million.
Previous wording
Elbow Creek Restructuring— On June 25, 2026, the Company restructured its existing energy‑related commodity contract associated with the Elbow Creek 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$46 million, as well as$8 million owed to the counterparty that was previously included in other non‑current liabilities. The Company also paid$20 million, which was used to settle the non-current liability and partially settle the outstanding derivative liability, resulting in a term financing obligation with an initial carrying amount of$34 million. The financing obligation is repaid through fixed monthly payments beginning in July 2026 and matures on October 31, 2032. Total payments over the term of the arrangement are$40 million, which implies an effective interest rate of approximately 5.493%.
Current wording
Elbow Creek Restructuring— On June 25, 2026, the Company restructured its existing energy‑related commodity contract associated with the Elbow Creek 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$46 million, as well as$8 million owed to the counterparty that was previously included in other non‑current liabilities. The Company also paid$20 million, which was used to settle the non-current liability and partially settle the outstanding derivative liability, resulting in a term financing obligation with an initial carrying amount of$34 million. The financing obligation is repaid through fixed monthly payments beginning in July 2026 and matures on October 31, 2032. Total payments over the term of the arrangement are$40 million, which implies an effective interest rate of approximately 5.49%.
Previous wording
Langford Restructuring— On June 10, 2026, the Company restructured its existing energy‑related commodity contract associated with the Langford 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$62 million and recognized a term financing obligation with an initial carrying amount of$62 million. The financing obligation is repaid through fixed monthly payments beginning in July 2026 and matures on June 30, 2033. Total payments over the term of the arrangement are$75 million, which implies an effective interest rate of approximately 5.749%.
Current wording
Langford Restructuring— On June 10, 2026, the Company restructured its existing energy‑related commodity contract associated with the Langford 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$62 million and recognized a term financing obligation with an initial carrying amount of$62 million. The financing obligation is repaid through fixed monthly payments beginning in July 2026 and matures on June 30, 2033. Total payments over the term of the arrangement are$75 million, which implies an effective interest rate of approximately 5.75%.
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%.
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 5.44%.
Previous 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:
Current wording
The following table lists the dividends paid on the Company’s Class A common stock and Class C common stock during the nine months ended September 30, 2026:
Previous 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.
Current wording
On November 9, 2026, the Company declared quarterly dividends on its Class C common stock of $0.4824 per share payable on December 15, 2026 to stockholders of record as of December 1, 2026.
Previous 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.
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 nine months ended September 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.
Previous wording
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. As of December 31, 2025, the U.S. federal partnership returns of two of the Company’s subsidiaries are under audit by the IRS. The Company and its subsidiaries are also periodically subject to various state tax audits, including one current audit as a result of filing an amended return in order to pursue a potential California tax refund. The IRS has not yet issued any proposed adjustments with respect to the two subsidiaries under audit. The Company believes that the ultimate resolution of each of these audits will not be material to the Company’s financial condition, results of operations or liquidity, and thus no material provision has been made for any adjustments that may result from tax examinations. The outcome of tax audits cannot be predicted with certainty and if any issues addressed in tax audits of the Company are resolved in a manner inconsistent with its expectations, the Company could be required to adjust its provision for income taxes in the period such resolution occurs.
Current wording
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. As of September 30, 2026, the U.S. federal partnership returns of two of the Company’s subsidiaries are under audit by the IRS. The Company and its subsidiaries are also periodically subject to various state tax audits. As of September 30, 2026, the Company has one audit from filing an amended return to pursue a potential California tax refund, and another audit of a subsidiary in Hawaii. The IRS has not yet issued any proposed adjustments with respect to the two subsidiaries under audit and the Company has not received any proposed adjustments from its state audits. The Company believes that the ultimate resolution of each of these audits will not be material to the Company’s financial condition, results of operations or liquidity, and thus no material provision has been made for any adjustments that may result from tax examinations. The outcome of tax audits cannot be predicted with certainty and if any issues addressed in tax audits of the Company are resolved in a manner inconsistent with its expectations, the Company could be required to adjust its provision for income taxes in the period such resolution occurs.
Previous wording
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 June 30, 2026, based on their level within the fair value hierarchy defined in ASC 820; and indicate the maturities of contracts at June 30, 2026. For a full discussion of the Company’s valuation methodology of its contracts, see Derivative Fair Value Measurementsin Note 5, Fair Value of Financial Instruments.
Current wording
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 September 30, 2026, based on their level within the fair value hierarchy defined in ASC 820; and indicate the maturities of contracts at September 30, 2026. For a full discussion of the Company’s valuation methodology of its contracts, see Derivative and Financial Instruments Fair Value Measurementsin Note 5, Fair Value of Financial Instruments.
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
Net Income (Loss) Attributable to Noncontrolling Interests and Redeemable Noncontrolling Interests
Rearranged previous paragraphs (2)
Previous report — wording carried elsewhere
Interest expense increased by $22 million during the three months ended June 30, 2026, compared to the same period in 2025, primarily due to the following:
Previous report — wording carried elsewhere
Net Loss Attributable to Noncontrolling Interests and Redeemable Noncontrolling Interests