UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01 Entry Into a Material Definitive Agreement.
On September 23, 2026, Swan Purchaser LLC (“Purchaser”), a subsidiary of Clearway Energy, Inc. (the “Company”), entered into a Membership Interest Purchase Agreement (the “Purchase Agreement”) with Swan CE Seller LLC (“Seller”), an affiliate of Clearway Energy Group LLC (“CEG”). Pursuant to the terms of the Purchase Agreement, Purchaser will acquire from Seller certain limited liability company membership interests in Swan TargetCo LLC (“Target Company”), which, subject to certain terms and conditions referenced in the Purchase Agreement, will become the indirect owner of all of the limited liability company interests in Swan Solar LLC (“Swan Solar”), for a base purchase price of approximately $230 million in cash, subject to adjustments based on a financial model designed to achieve certain minimum economic thresholds (the “Transaction”). Swan Solar is developing and constructing a solar photovoltaic generating facility, with an approximate installed capacity of 650 megawatts, in Bates County, Missouri. Effective at the closing of the Transaction, Purchaser will own 100% of the class A units of the Target Company and Clearway Renew LLC, a wholly owned subsidiary of CEG and the parent company of Seller, will own 100% of the class C units of the Target Company.
The Purchase Agreement contains customary representations, warranties and covenants made by each of the parties. In addition, Purchaser, on the one hand, and Seller, on the other hand, are obligated, subject to certain limitations, to indemnify each other and their respective officers, directors, employees, counsel, accountants, financing advisors, consultants and agents for certain customary and other specified matters, including breaches of representations and warranties, nonfulfillment or breaches of covenants and for certain liabilities and third-party claims.
The closing of the Transaction (the “Closing”) is subject to the satisfaction or waiver of a number of customary closing conditions and certain third-party actions. Subject to the satisfaction or waiver of the conditions set forth in the Purchase Agreement, the Closing is expected to occur during the third quarter of 2028.
The foregoing description of the Transaction and the Purchase Agreement does not purport to be complete and is subject to, and qualified in its entirety by, reference to the full text of the Purchase Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit No. |
Document | |
| 10.1†* | Membership Interest Purchase Agreement, dated as of September 23, 2026, by and between Swan CE Seller LLC and Swan Purchaser LLC. | |
| 104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. |
| † | Schedules and similar attachments to this Exhibit have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the U.S. Securities and Exchange Commission (the “SEC”) upon request. |
| * | Certain portions of this Exhibit have been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K. The omitted information is (i) not material and (ii) would likely cause competitive harm to the Company if publicly disclosed. The Company agrees to furnish supplementally an unredacted copy of this Exhibit to the SEC upon request. |
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. | ||
| By: | /s/ Michael A. Brown | |
| Michael A. Brown | ||
| Senior Vice President, General Counsel and Corporate Secretary | ||
Dated: September 28, 2026