Clearway Energy LLC 8-K

What Happened

• Clearway Energy LLC filed an 8-K disclosing that, following Clearway Energy, Inc. stockholder approval of an amended charter on April 29, 2026, Clearway, Inc. converted its Class A common stock into Class C common stock and, concurrently, the Company amended its operating agreement.
• The Company and Clearway Energy Group LLC executed a Fifth Amended and Restated Limited Liability Company Agreement dated May 1, 2026, and each outstanding Class A unit converted into one Class C unit effective 12:01 a.m. Eastern Time on May 1, 2026. As a result, Class A units were eliminated as a separately authorized class.

Key Details

• Stockholder approval and filing: Amended Charter of Clearway, Inc. approved April 29, 2026 and filed with the Delaware Secretary of State on April 29, 2026.
• Effective conversion time: Class A stock/unit conversion effective 12:01 a.m. ET on May 1, 2026.
• Economic and voting impact: The filing states the conversion did not change members’ economic interests (distributions/liquidation rights), total issued and outstanding units, or voting rights (Company units have no voting rights).
• Document filed: Fifth Amended and Restated Limited Liability Company Agreement is attached as Exhibit 3.1 to the 8-K.

Why It Matters

• For holders of Clearway Energy LLC units, this change is structural rather than economic: their proportionate distribution and liquidation rights and the total number of issued units remain the same, and there is no change to voting rights according to the filing.
• The amendment aligns the LLC’s unit classes with Clearway, Inc.’s charter changes and eliminates Class A units as a separate class, simplifying the company’s capital structure as documented in the filed agreement.