UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 14, 2023

Clearway Energy, Inc.

(Exact name of Registrant as specified in its charter)

300 Carnegie Center, Suite 300, Princeton, New Jersey 08540

(Address of principal executive offices, including zip code)

(609) 608-1525

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company    ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 1.01 Entry Into a Material Definitive Agreement.

Twelfth Supplemental Indenture

On February 14, 2023, Clearway Energy Operating LLC (“Clearway Operating LLC”), a subsidiary of Clearway Energy LLC (“Clearway LLC”), the guarantors currently party to the 2028 Notes Indenture (defined below), VP-Arica Parent Holdings LLC (“VP-Arica”), Natural Gas CA Holdings LLC (“Natural Gas” and, together with VP-Arica, the “Guaranteeing Subsidiaries”) and Delaware Trust Company, as trustee (the “Trustee”) entered into the twelfth supplemental indenture (the “Twelfth Supplemental Indenture”), supplementing the indenture, dated as of December 11, 2019 (as amended or supplemented to the date hereof, the “2028 Notes Indenture”), by and among Clearway Operating LLC, the guarantors party thereto and the Trustee, pursuant to which Clearway Operating LLC issued $850,000,000 in aggregate principal amount of its 4.750% Senior Notes due 2028 (the “2028 Notes”).  Pursuant to the Twelfth Supplemental Indenture, the Guaranteeing Subsidiaries became guarantors of Clearway Operating LLC’s obligations under the 2028 Notes. Each of Clearway Operating LLC, Clearway LLC and the Guaranteeing Subsidiaries are subsidiaries of Clearway Energy, Inc.

The foregoing description of the Twelfth Supplemental Indenture does not purport to be complete and is qualified in its entirety by reference to the Twelfth Supplemental Indenture, which is attached as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated by reference herein.

Fourth Supplemental Indenture

On February 14, 2023, Clearway Operating LLC, the guarantors currently party to the 2031 Notes Indenture (defined below), the Guaranteeing Subsidiaries and the Trustee also entered into the fourth supplemental indenture (the “Fourth Supplemental Indenture”), supplementing the indenture, dated as of March 9, 2021 (as amended or supplemented to the date hereof, the “2031 Notes Indenture”), by and among Clearway Operating LLC, the guarantors party thereto and the Trustee, pursuant to which Clearway Operating LLC issued $925,000,000 in aggregate principal amount of its 3.750% Senior Notes due 2031 (the “2031 Notes”).  Pursuant to the Fourth Supplemental Indenture, the Guaranteeing Subsidiaries became guarantors of Clearway Operating LLC’s obligations under the 2031 Notes.

The foregoing description of the Fourth Supplemental Indenture does not purport to be complete and is qualified in its entirety by reference to the Fourth Supplemental Indenture, which is attached as Exhibit 4.2 to this Current Report on Form 8-K and is incorporated by reference herein.

Third Supplemental Indenture

On February 14, 2023, Clearway Operating LLC, the guarantors currently party to the 2032 Notes Indenture (defined below), the Guaranteeing Subsidiaries and the Trustee also entered into the third supplemental indenture (the “Third Supplemental Indenture”), supplementing the indenture, dated as of October 1, 2021 (as amended or supplemented to the date hereof, the “2032 Notes Indenture”), by and among Clearway Operating LLC, the guarantors party thereto and the Trustee, pursuant to which Clearway Operating LLC issued $350,000,000 in aggregate principal amount of its 3.750% Senior Notes due 2032 (the “2032 Notes”).  Pursuant to the Third Supplemental Indenture, the Guaranteeing Subsidiaries became guarantors of Clearway Operating LLC’s obligations under the 2032 Notes.

The foregoing description of the Third Supplemental Indenture does not purport to be complete and is qualified in its entirety by reference to the Third Supplemental Indenture, which is attached as Exhibit 4.3 to this Current Report on Form 8-K and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits

(d)        Exhibits

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.