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Clearway Energy, Inc.

For the period ended Sep 30, 2026. Filed Nov 9, 2026.

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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

CWEN$34.70+1.8%Stored close · as of Nov 9, 2026

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ITEM 5. — OTHER INFORMATION

Insider Trading Plans

During the three months ended September 30, 2026, no director or officer (as defined in Rule 16a-1(f) of the Exchange Act) of the Company adopted, modified 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.

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

On November 3, 2026, the Company received a notice of resignation from Olivier Jouny informing 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 November 9, 2026. Mr. Jouny’s resignation from the Board was not the result of any disagreement with the Company.

The Board seat vacated by Mr. Jouny is expected to be filled in the near term by a designee of CEG, subject to the approval of the Board’s Governance, Conflicts and Nominating Committee and the Board.

Disclosure Pursuant to Item 8.01 of Form 8-K – Other Events

On March 30, 2026, plaintiff New England Teamsters Pension Fund, or the Plaintiff, a stockholder of the Company, filed a putative class action against the Company, its Board and CEG in the Delaware Court of Chancery, titled New England Teamsters Pension Fund v. Clearway Energy, Inc., et al., C.A. No. 2026-0427-KSJM, alleging that on March 24, 2026, the Company filed with the SEC a Definitive Proxy Statement on Schedule 14A, or the Proxy, seeking Company stockholders’ approval to amend the Company’s Certificate of Incorporation to convert all outstanding shares of the Company’s Class A common stock into shares of the Company’s Class C common stock in the Class A Conversion. The Plaintiff further alleged that, if the Class A Conversion was approved by the Company’s stockholders, CEG would enter into the Voting Trust Agreement to ensure that the Class A Conversion would not result in any disproportionate change in CEG’s total relative voting power compared to the total relative voting power that CEG would have held in the absence of such transaction. The Plaintiff claimed that these actions violated Delaware law.

The Company, the Board and CEG denied any and all wrongdoing. However, to avoid the cost and distraction of litigation, on April 14, 2026, the Company filed with the SEC an Amendment to the Proxy reflecting clarifying revisions to the form of the Voting Trust Agreement and additional disclosures regarding the background of the proposed Class A Conversion, or the Amendments.

The Plaintiff agreed that the Amendments mooted its claims. On April 20, 2026, the Delaware Court of Chancery granted and approved a stipulation and proposed order dismissing all claims with prejudice only as to the Plaintiff and without prejudice as to any actual or potential claims of any other members of the putative class and retaining jurisdiction to determine the Plaintiff’s application for an award of attorneys’ fees and expenses. To avoid the time and expense of continued litigation, and without admitting any fault or wrongdoing, the Company has reached an agreement to pay $1,700,000.00 in attorneys’ fees and expenses to Plaintiff’s counsel as the mootness fee to resolve this matter in full satisfaction of any and all claims by Plaintiff and its counsel for fees and expenses.

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