S&P 500 7,623.68 −0.52%
Nasdaq 25,955.34 −0.21%
S&P/TSX 35,788.18 −0.52%
Apple 347.73 −0.14%
Nvidia 210.96 −0.59%
Microsoft 524.51 +0.66%
Shopify 236.24 −0.07%
Royal Bank 281.77 −0.36%
CAD/USD 0.7135 −0.09%
PRE-MKT · 08:40 ET
Market ClerkRecap
Mon Oct 26 · pre-market1 signal today94 insider buys this week · $48.3MCIRO short report next: Oct 31The week ahead

CWEN

Clearway Energy, Inc.
NYSE · UTILITIES · ELECTRIC SERVICES
31.11
−0.32 −1.02%
USD · close Oct 23
WatchTime Machine

A free account adds a watchlist, alerts when insiders, Congress or short sellers move on your tickers, and a morning brief. Sign up

Work order
20
FLAG · shorts 20
Insiders, 90 days
0
no open-market filings in 90 days
Congress, 90 days
0 / 0
no disclosures naming it
Big money
0 / 15
none of the tracked funds disclose it
Calls on record
0
nobody we score has called it yet
MKT CAP $6.4BP/E —DIV YIELD —FCF YIELD 10.51%REV TTM $1.6B +9.9%NET INCOME $101M +53.0%NET DEBT $8.4B52W 29.14 – 41.26SEC XBRL · TTM TO Invalid Date

How CWEN rewrote its risk factors

10-K ITEM 1A · FY2024 → FY2025
Text kept
30%
of sentences unchanged
Added
713
new sentences
Dropped
535
sentences removed
Length
+7,926
words, now 55,358

New in FY2025

  • Discussions of the year ended December 31, 2023 that are not included in this Annual Report on Form 10-K and year-to-year comparisons of the year ended December 31, 2024 and the year ended December 31, 2023 can be found in “Management’s Discussion and Analysis of Financial Condition and the Results of Operations” in Part II, Item 7 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.
  • The discussion and analysis below has been organized as follows: • Executive Summary, including a description of the business and significant events that are important to understanding the results of operations and financial condition; • Results of operations, including an explanation of significant differences between the periods in the specific line items of the consolidated statements of operations; • Financial condition addressing liquidity position, sources and uses of cash, capital resources and requirements, commitments and off-balance sheet arrangements; • Known trends that may affect the Company’s results of operations and financial condition in the future; and • Critical accounting policies which are most important to both the portrayal of the Company’s financial condition and results of operations, and which require management’s most difficult, subjective or complex judgment.
  • The Company is sponsored by Clearway Energy Group LLC, or CEG.
  • The Company is one of the largest owners of clean energy generation assets in the U.S.
  • The Company’s portfolio comprises approximately 12.9 GW of gross capacity in 27 states, including approximately 10.1 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.
  • The weighted average remaining contract duration of the Company’s Renewables & Storage segment offtake agreements was approximately 12 years as of December 31, 2025 based on CAFD.
  • Significant Events Third-Party Acquisitions • On October 3, 2025, the Company entered into a binding agreement to acquire a 613 MW operational solar portfolio located in eight states, or the Deriva Solar Portfolio, from Deriva Energy, LLC for a base purchase price of approximately $305 million in cash, subject to certain customary price adjustments.
  • For 12 facilities in the Deriva Solar Portfolio located in the Western U.S. and comprising of 227 MW, the Company will co-invest in a 50/50 joint venture with a third-party cash equity investor.
  • The weighted average remaining contract duration of the Deriva Solar Portfolio is approximately 10 years.
  • After factoring in estimated closing adjustments and proceeds from facility-level financings, including the third-party cash equity investor in a subset of the Deriva Solar Portfolio, the Company expects its net capital commitment to acquire the Deriva Solar Portfolio to be between $210 million and $230 million.
  • The Company expects to fund the acquisition primarily utilizing existing sources of liquidity, which includes the Cardinal Investment Holdco LLC financing discussed further below.
  • The consummation of the transaction is subject to customary closing conditions and certain third-party approvals and is expected to occur in the first half of 2026. • On July 16, 2025, the Company, through its indirect subsidiary, Catalina Solar Investment LLC, acquired Catalina Solar Lessee Holdco LLC, which leases and operates the Catalina solar facility, for approximately $127 million, which excludes $1 million in transaction expenses incurred in connection with the acquisition.
  • After factoring in cash reserves acquired and transaction expenses, the Company’s net capital investment in Catalina was $ 128 million.
  • See Note 3, Acquisitions and Dispositions , for further discussion of the transaction. • On April 29, 2025, the Company, through its indirect subsidiary, Washington Wind LLC, acquired the Tuolumne wind facility from an investment-grade regulated entity for approximately $210 million, which excludes $1 million in transaction expenses incurred in connection with the acquisition.
  • The Company’s net capital investment in Tuolumne was $59 million.
  • See Note 3, Acquisitions and Dispositions , for further discussion of the transaction.
  • In connection with the acquisition, the Company entered into a development services agreement with Clearway Renew related to a potential repowering of the facility.
  • In February 2026, the Company approved the commencement of the Tuolumne repowering.
  • T he Company estimates that its total capital investment in the Tuolumne repowering will be $80 million, subject to closing adjustments.
  • Contingent upon achieving commercial operations in 2027, the 137 MW facility will sell power under its existing PPA with an investment-grade regulated entity for an additional two years through 2042.
  • Drop Down Transactions • On June 10, 2025, the Company, through its indirect subsidiary, Pine Forest CE Class A Owner LLC, acquired the Class A membership interests in Pine Forest CE TargetCo LLC, or Pine Forest TargetCo, a partnership and the indirect owner of the Pine Forest solar and BESS facility, from Clearway Renew for initial cash consideration of $18 million.
  • Simultaneously, a third-party cash equity investor acquired the Class B membership interests in Pine Forest TargetCo from Clearway Renew for initial cash consideration of $ 36 million.
  • Also on June 10, 2025, the Company, through its indirect subsidiary, Pine Forest TE Class A Owner LLC, or Pine Forest TE Class A, contributed $9 million to acquire the Class A membership interests in Pine Forest TE HoldCo LLC.
  • On December 17, 2025, when the facility reached substantial completion, the Company paid $ 50 million to Clearway Renew as additional purchase price for its Class A membership interests in Pine Forest TargetCo and contributed an additional $ 38 million for its Class A membership interests in Pine Forest TE HoldCo LLC.
  • In addition, the third-party cash equity investor in Pine Forest TargetCo contributed an additional $ 144 million.
  • The Company’s total capital investment in Pine Forest TargetCo was $ 115 million.
  • See Note 3, Acquisitions and Dispositions , for further discussion of the transaction. • On July 23, 2025, the Company entered into a development services agreement with Clearway Renew in connection with the repowering of the Goat Mountain wind facility.
  • The Company estimates that its total capital investment in the Goat Mountain repowering will be $200 million, subject to closing adjustments.
  • Contingent upon achieving commercial operations in 2027, the 360 MW facility will sell power to an investment-grade counterparty under a new 15-year PPA.
  • In connection with the agreement, on December 12, 2025, the Company paid Clearway Renew $27 million, primarily related to the future delivery of equipment.
  • See Note 15, Related Party Transactions , for further discussion of the transaction. • On November 24, 2025, the Company, through an indirect subsidiary, entered into an agreement with Clearway Renew to acquire the Class A membership interests in Spindle, a 199 MW BESS facility currently under construction in Weld County, Colorado, and Rosamond South II, a 92 MW BESS facility currently under construction in Kern County, California, for $93 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 2026. • On October 30, 2025, the Company entered into a development services agreement with Clearway Renew in connection with the repowering of the San Juan Mesa wind facility, which is located in Elida, New Mexico.
  • The Company estimates that its total capital investment in the San Juan Mesa repowering will be $50 million, subject to closing adjustments.
  • Contingent upon achieving commercial operations in 2027, the 135 MW facility will sell power to an investment-grade counterparty under a new 20-year PPA. • On October 15, 2025, the Company, through its indirect subsidiary, Honeycomb 1 Holdco LLC, acquired Honeycomb TargetCo LLC, or Honeycomb TargetCo, the indirect owner of the Honeycomb Portfolio, from Clearway Renew for initial cash consideration of $16 million.
  • At substantial completion, which is expected to occur in the first half of 2026, the Company estimates it will pay an additional $ 62 million to Clearway Renew.
  • The Company estimates that its total capital investment in Honeycomb TargetCo will be $ 78 million, excluding the impact of any closing adjustments noted in the purchase agreement.
  • See Note 3, Acquisitions and Dispositions , for further discussion of the transaction. • On October 2, 2025, the Company, through its indirect subsidiary, WV Wind Holdco LLC, sold 100% of its membership interests in Mount Storm Wind LLC, which owns Mt.
  • Storm to Clearway Renew for $152 million in cash consideration in order for Clearway Renew to repower the facility.
  • The repowering of the facility is expected to increase the facility’s capacity to 335 MW.
  • Mechanical completion of the first phase of the repowering is expected to occur in the second half of 2026 with the second phase of the repowering expected to occur in the second half of 2027.

and 673 more.

Gone since FY2024

  • Discussions of the year ended December 31, 2022 that are not included in this Annual Report on Form 10-K and year-to-year comparisons of the year ended December 31, 2023 and the year ended December 31, 2022 can be found in “Management’s Discussion and Analysis of Financial Condition and the Results of Operations” in Part II, Item 7 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.
  • The discussion and analysis below has been organized as follows: • Executive Summary, including a description of the business and significant events that are important to understanding the results of operations and financial condition; • Results of operations, including an explanation of significant differences between the periods in the specific line items of the consolidated statements of income; • Financial condition addressing liquidity position, sources and uses of cash, capital resources and requirements, commitments and off-balance sheet arrangements; • Known trends that may affect the Company’s results of operations and financial condition in the future; and • Critical accounting policies which are most important to both the portrayal of the Company’s financial condition and results of operations, and which require management’s most difficult, subjective or complex judgment.
  • The Company is sponsored by Clearway Energy Group LLC, or CEG, which is equally owned by GIP and TotalEnergies.
  • On October 1, 2024, BlackRock acquired 100 % of the business and assets of GIM, which is the investment manager of the GIP funds that own an interest in CEG.
  • The Company is one of the largest owners of clean energy generation assets in the U.S. and a leading contributor to the transition to a world powered by clean energy.
  • The Company’s portfolio comprises approximately 11.8 GW of gross capacity in 26 states, including approximately 9 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.
  • The weighted average remaining contract duration of the Company’s Renewables segment offtake agreements was approximately 12 years as of December 31, 2024 based on CAFD.
  • Significant Events Third-Party Acquisition • On November 25, 2024, the Company entered into a binding agreement to acquire the Tuolumne wind facility, a 137 MW operating facility located in Klickitat County, Washington, from an investment-grade regulated entity for approximately $219 million.
  • After factoring in estimated closing adjustments and new non-recourse facility-level debt, the Company expects its total long-term corporate capital commitment to acquire the facility to be between $70 million and $75 million, which the Company expects to fund with existing sources of liquidity.
  • As part of the acquisition, the Company will enter into a 15-year PPA with the seller of the facility.
  • The Company also has received a PPA contractual extension option to enable a potential future repowering of the facility.
  • The consummation of the transaction is subject to customary closing conditions and certain third-party approvals and is expected in the first half of 2025.
  • Drop Down Transactions • On February 12, 2025, the Company, through an indirect subsidiary, entered into an agreement with Clearway Renew to sell its membership interests in Mt.
  • Storm, a 264 MW wind facility that is located in Grant County, West Virginia, for $121 million in cash consideration in order for Clearway Renew to repower the facility, which will occur in two phases.
  • The consummation of the transaction is subject to customary conditions and third-party approvals and is expected in the second half of 2025.
  • Additionally, the agreement contains an exclusive option for the Company to purchase the Class B membership interests in the tax equity fund that upon mechanical completion of the first phase of the repowering of the facility will own Mt.
  • Mechanical completion of the first phase of the Mt.
  • Storm repowering is expected to occur in the second half of 2026 with the second phase of the repowering expected to occur in the second half of 2027.
  • The repowering of the facility is expected to increase the facility’s capacity to 335 MW. • On December 20, 2024, the Company, through an indirect subsidiary, entered into an agreement with Clearway Renew to acquire the Class A membership interests in the Honeycomb Portfolio, which includes four BESS facilities under construction in Utah, representing 320 MW of capacity, for $78 million in cash consideration.
  • The consummation of the transaction is subject to customary closing conditions and certain third-party approvals and is expected in the first half of 2026. • On November 18, 2024, the Company, through its indirect subsidiary, Dan’s Mountain Parent Holdco LLC, acquired the Class A membership interests in Dan’s Mountain TargetCo LLC, the indirect owner of Dan’s Mountain, a 55 MW wind facility, that is currently under construction in Allegany County, Maryland, from Clearway Renew for initial cash consideration of $7 million.
  • At substantial completion, which is expected to occur in the first half of 2025, the Company estimates it will pay an additional $ 31 million to Clearway Renew.
  • Dan’s Mountain TargetCo LLC, a partnership between the Company and Clearway Renew, consolidates as primary beneficiary, Dan’s Mountain Tax Credit Holdco LLC, a tax equity fund that owns the Dan’s Mountain wind facility.
  • See Item 15 — Note 3, Acquisitions , for further discussion of the transaction. • On October 28, 2024, the Company, through an indirect subsidiary, entered into an agreement with Clearway Renew to acquire the Class A membership interests in Pine Forest TE Holdco LLC, a tax equity fund that upon mechanical completion will own Pine Forest, a 300 MW solar facility that will be paired with a 200 MW BESS facility currently under construction in Hopkins County, Texas, for $46 million in cash consideration, subject to closing adjustments.
  • Also, on October 28, 2024, the Company, through an indirect subsidiary, entered into an agreement with Clearway Renew to acquire 50% of the Class B membership interests in Pine Forest TE Holdco LLC for $90 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 2025. • On June 27, 2024, the Company, through an indirect subsidiary, entered into an agreement with Clearway Renew to acquire the Class A membership interests in Luna Valley, a 200 MW solar facility currently under construction in Fresno County, California, and Daggett 1, a 114 MW BESS facility currently under construction in San Bernardino, California, for $143 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 first half of 2025. • On May 7, 2024, the Company, through an indirect subsidiary, entered into an agreement with Clearway Renew to acquire the Class A membership interests in Rosamond South I, a 140 MW solar facility that will be paired with a 117 MW BESS facility currently under construction in Rosamond, California, for $21 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 first half of 2025. • On April 16, 2024, the Company, through its indirect subsidiary, Cedar Creek Wind Holdco LLC, acquired Cedar Creek Holdco LLC, the indirect owner of Cedar Creek, a 160 MW wind facility that is located in Bingham County, Idaho, from Clearway Renew for cash consideration of $117 million.
  • See Item 15 — Note 3, Acquisitions , for further discussion of the transaction. • On March 15, 2024, the Company, through its indirect subsidiary, TSN1 TE Holdco LLC, acquired Texas Solar Nova 2, a 200 MW solar facility that is located in Kent County, Texas, from Clearway Renew for cash consideration of $112 million, $17 million of which was funded by the Company with the remaining $95 million funded through a contribution from the cash equity investor in Lighthouse Renewable Holdco 2 LLC, which is a partnership.
  • See Item 15 — Note 3, Acquisitions , for further discussion of the transaction.
  • On February 4, 2025, the Company contracted with an additional load serving entity to sell approximately 197 MW of El Segundo’s RA commencing in August 2026 and ending December 2029.
  • El Segundo is now contracted for 100% of its capacity through 2027 and approximately 50% of its capacity through 2028. • On May 6, 2024, the Company contracted with a load serving entity to sell approximately 97 MW of Walnut Creek’s RA commencing in January 2027 and ending in December 2027.
  • Walnut Creek is contracted for 100% of its capacity through 2026 and is now contracted for approximately 20% of its capacity through 2027. • On March 28, 2024, the Company contracted with a load serving entity to sell approximately 90 MW of Marsh Landing’s RA commencing in September 2026 and ending in December 2030.
  • On July 31, 2024, the Company contracted with an additional load serving entity to sell approximately 195 MW of Marsh Landing’s RA commencing in October 2026 and ending in December 2028.
  • Marsh Landing is now contracted for approximately 99% of its capacity through 2027 and approximately 49% of its capacity through 2028.
  • Facility-level Financing Activities • In connection with the 2024 Drop Downs of Texas Solar Nova 2, Cedar Creek and Dan’s Mountain, the Company assumed non-recourse facility-level debt.
  • See Item 15 — Note 10 , Long-term Debt , for further discussion of the non-recourse facility-level debt associated with each facility. • On December 27, 2024, when the repowering of the Cedro Hill wind facility reached substantial completion, tax equity investors contributed $152 million to acquire the Class A membership interests in Cedro Hill TE Holdco LLC, a tax equity fund that owns the Cedro Hill wind facility.
  • The tax equity proceeds were utilized, along with $54 million in construction loan proceeds, to repay the tax equity bridge loan and cash equity bridge loan, to fund construction completion and related reserves, to pay construction invoices and to pay associated fees with the remaining $26 million distributed to CEG.
  • See Item 15 — Note 10 , Long-term Debt , for further discussion of the transactions. • On October 23, 2024, the Company, through its indirect subsidiary, Capistrano Portfolio Holdco LLC, entered into a financing agreement, which included the issuance of a $121 million term loan, as well as $42 million in letters of credit in support of debt service and facility obligations.
  • The Company utilized the proceeds from the term loan to pay off the existing debt related to Broken Bow and Crofton Bluffs and to pay related financing costs.
  • See Item 15 — Note 10 , Long-term Debt , for further discussion of the financing arrangement. • On July 25, 2024, the Company, through its indirect subsidiary, Natural Gas Holdco, entered into a financing agreement that provides for a $200 million letter of credit facility, which is being utilized to support the collateral needs of the merchant facilities in the Flexible Generation segment and freed up capacity on the Company’s corporate revolving credit facility.

and 495 more.

Sentence-level comparison of Item 1A in the two most recent 10-Ks (FY2024 ↗, FY2025 ↗). A reworded sentence counts as one dropped and one added, so heavy edits read as low “kept”. Headings and page furniture are stripped; nothing is summarised by a model.

Watch CWEN. Know when insiders buy.
One email the day a filing lands. Free.