Corporate Action (Form 8-K)

Fifth Amended and Restated Limited Liability Company Agreement

On April 29, 2026, at the Annual Meeting of Stockholders (the "Annual Meeting") of Clearway Energy, Inc. ("Clearway, Inc."), the parent company of Clearway Energy LLC (the "Company"), the stockholders of Clearway, Inc. approved, among other things, an amendment and restatement of the Certificate of Incorporation of Clearway, Inc. (the "Amended Charter"). Following receipt of stockholder approval at the Annual Meeting, on April 29, 2026, the Amended Charter was filed with the Secretary of State of the State of Delaware and became effective. Pursuant to the Amended Charter, each share of Clearway, Inc.'s Class A common stock, par value $0.01 per share, converted (the "Class A Stock Conversion") into one share of Clearway, Inc.'s Class C common stock, par value $0.01 per share, effective as of 12:01 a.m., Eastern Time, on May 1, 2026 (the "Class A Conversion Time"). As a result of the Class A Stock Conversion, Clearway, Inc. no longer has any Class A common stock.

In connection with the Class A Stock Conversion, on May 1, 2026, Clearway, Inc. and Clearway Energy Group LLC amended and restated the Fourth Amended and Restated Limited Liability Company Agreement of the Company by entering into a Fifth Amended and Restated Limited Liability Company Agreement of the Company (the "Fifth Amended Company Agreement"). Under the Fifth Amended Company Agreement, each outstanding Class A unit of the Company (each, a "Class A Unit") converted into one Class C unit of the Company (each, a "Class C Unit"), effective as of the Class A Conversion Time (the "Class A Unit Conversion"). As a result of the Class A Unit Conversion, the Company no longer has any Class A Units.

Certain Effects of the Fifth Amended Company Agreement and the Class A Unit Conversion

The Fifth Amended Company Agreement and the Class A Unit Conversion had the following effects, among others, on the holders of the Company's units:

Voting Power

Because the Company's units do not have any voting rights, neither the Fifth Amended Company Agreement nor the Class A Unit Conversion had any impact on the voting rights of the Company's units.

Economic Interests

Neither the Fifth Amended Company Agreement nor the Class A Unit Conversion had any impact on the economic interests of the Company's members, including with regard to distribution and liquidation rights. Because distributions were, prior to the Class A Unit Conversion, made by the Company to its members pro rata in accordance with the number of units of the Company held by such members (regardless of the class of such units) as and when declared by the Company, following the Class A Unit Conversion, holders of formerly outstanding Class A Units whose units were converted to Class C Units remain eligible to receive any distributions declared by the Company on the same basis on which they would have received distributions had the Class A Unit Conversion not occurred.

Capitalization

Neither the Fifth Amended Company Agreement nor the Class A Unit Conversion had any impact on the total issued and outstanding units of the Company. As a result of the Class A Unit Conversion, the Class A Units were eliminated as a separately authorized class of units of the Company.

The foregoing description of the Class A Unit Conversion and the Fifth Amended Company Agreement is a summary only and is qualified in its entirety by reference to, and should be read in conjunction with, the full text of the Fifth Amended Company Agreement, a copy of which is attached as Exhibit 3.1 to this Current Report on Form 8-K (this "Form 8-K") and is incorporated herein by reference.