Changes in Capital Structure

6 Months Ended

Jun. 30, 2026

Class A Conversion

On April 29, 2026, at the Company’s Annual Meeting of Stockholders, the Company’s stockholders approved the Amended Charter, pursuant to which each outstanding share of the Company’s Class A common stock was converted into one share of the Company’s Class C common stock, effective May 1, 2026, referred to as the Class A Conversion. As a result of the Class A Conversion, the Company no longer has any Class A common stock.

In connection with the Class A Conversion, on April 29, 2026, CEG entered into a voting trust agreement, or the Voting Trust Agreement, with Wilmington Trust, National Association, as the voting trustee thereunder, or the Voting Trustee, pursuant to which CEG deposited into a voting trust 41,678,637 shares of Class B common stock, or the Voting Trust Shares. The Voting Trust Shares were deposited to maintain CEG’s relative voting power in the Company immediately following the Class A Conversion at the level immediately prior thereto. Under the Voting Trust Agreement, the Voting Trustee is required to vote the Voting Trust Shares on any stockholder matter in the same proportion as the votes cast by all Company stockholders. As of June 30, 2026, 41,678,637 shares of Class B common stock were held in the voting trust and subject to the terms of the Voting Trust Agreement.

Neither the Amended Charter nor the Class A Conversion affected the economic interests of the Company’s stockholders, including dividend and liquidation rights. Following the Class A Conversion, holders of the Company’s former Class A common stock converted into Class C common stock remain entitled to receive dividends, if declared by the Company, on the same basis as prior to the conversion.

Following the Class A Conversion, the Company’s Class A common stock, which previously traded on the NYSE under the symbol “CWEN.A”, was delisted. The Company’s Class C common stock continues to trade on the NYSE under the symbol “CWEN.”

Effective concurrently with the Class A Conversion, each outstanding Class A unit of Clearway Energy LLC was converted into one Class C unit of Clearway Energy LLC.

Direct Stock Purchase Plan, or DSPP

As previously disclosed in the Company’s Annual Report on Form 10‑K for the year ended December 31, 2025, the Company maintains a DSPP, pursuant to which it may issue shares of its Class C common stock, including through waiver arrangements.

During January 2026, the Company issued 1,445,244 shares of Class C common stock under the DSPP for gross proceeds of $50 million and incurred fees of less than $1 million, which were exchanged for 1,445,244 Class C units of Clearway Energy LLC. As of June 30, 2026, 1,061,554 shares of Class C common stock remained available for issuance under the DSPP.

Dividends to Class A and Class C Common Stockholders

The following table lists the dividends paid on the Company’s Class A and Class C common stock during the six months ended June 30, 2026:


	Second Quarter 2026		First Quarter 2026
Dividends per Class A share	$	—	$	0.4602
Dividends per Class C share	0.4676		0.4602

As a result of the Class A Conversion discussed above, the Company no longer has any Class A common stock outstanding, and holders of the Company’s former Class A common stock converted into Class C common stock remain entitled to receive dividends, if declared by the Company, on the same basis as prior to the conversion.

Dividends on the Class C common stock are subject to available capital, market conditions and compliance with associated laws, regulations and other contractual obligations. The Company expects that, based on current circumstances, comparable cash dividends will continue to be paid in the foreseeable future.

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.

Distributions to CEG

The following table lists distributions paid to CEG during the six months ended June 30, 2026 on Clearway Energy LLC’s Class B and D units:


	Second Quarter 2026		First Quarter 2026
Distributions per Class B Unit	$	0.4676	$	0.4602
Distributions per Class D Unit	0.4676		0.4602

On August 4, 2026, Clearway Energy LLC declared a distribution on its Class B and Class D units of $0.4750 per unit payable on September 15, 2026 to unit holders of record as of September 1, 2026.