UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~Washington, DCD.C. 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): ~~June~~August 206, ~~2024~~2025

Clearway Energy LLC

(Exact name of ~~Registrant~~registrant as specified in its charter)

Delaware		333-203369		32-0407370
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

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:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
None		None		None

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~~into a Material Definitive Agreement.

On ~~June~~August 276, ~~2024~~2025, ~~LV-Daggett~~Clearway ~~Parent~~Energy ~~Holdco~~ LLC (the “~~Purchaser~~Company”), and aClearway ~~subsidiary~~Energy, Inc., ofthe ~~Clearway~~parent ~~Energy~~company ~~LLC~~of (the “Company (“Clearway Inc.”), entered into aan ~~Membership Interest~~Equity ~~Purchase~~Distribution Agreement (the “~~Purchase~~ Agreement”) with ~~D1-LV~~Morgan CEStanley & ~~Seller~~Co. LLC ~~(the “Seller”)~~, an ~~affiliate~~BofA ~~of Clearway Energy Group LLC~~Securities, Inc. ~~Pursuant~~, toCitigroup ~~the~~Global ~~terms~~Markets ~~of the Purchase Agreement~~Inc., ~~Purchaser will acquire from Seller certain~~J.P. ~~limited~~Morgan ~~liability~~Securities ~~company~~LLC ~~membership~~and ~~interests~~Wells inFargo ~~D1-LV~~Securities, ~~TargetCo~~ LLC (~~“Target~~collectively, ~~Company~~the “Agents”),. ~~which,~~Pursuant ~~subject~~ to ~~certain~~ the terms ~~and~~of ~~conditions referenced in~~ the ~~Purchase~~ Agreement, Clearway ~~will~~Inc. ~~become~~may ~~the~~offer ~~indirect~~and ~~owner~~sell ofshares ~~all~~ of ~~the~~Clearway ~~limited~~Inc.’s ~~liability~~Class C ~~company~~common ~~interests in Luna Valley Solar I~~stock, ~~LLC~~par ~~(“Luna~~value ~~Valley~~$0.01 ~~Solar”)~~per ~~and~~share ~~Daggett Solar Power I LLC~~ (~~“Daggett~~the ~~Solar Power~~“Shares”), ~~for~~from atime ~~base~~to ~~purchase~~time ~~price~~through ofthe ~~approximately~~Agents, ~~$89.7~~as ~~million~~Clearway ~~with~~Inc.’s ~~respect~~sales toagents ~~Luna~~for ~~Valley~~the ~~Solar,~~offer and ~~approximately~~sale ~~$53.2~~of ~~million~~the ~~with respect to Daggett Solar Power~~Shares, inup ~~each case, in cash and subject~~ to ~~customary~~an ~~working~~aggregate ~~capital~~sales price ~~adjustments~~of $100,000,000 (the “~~Transaction~~ATM Program”). ~~Luna~~ ~~Valley~~Sales ~~Solar~~of isthe ~~developing~~Shares, ~~and~~if ~~constructing~~any, anwill ~~approximately~~be ~~200~~made ~~megawatt~~by ~~alternating~~means ~~current~~of ~~solar~~ordinary ~~photovoltaic~~brokers’ ~~energy generating~~transactions ~~facility~~on ~~and~~the ~~associated~~New ~~infrastructure~~York inStock ~~Fresno County~~Exchange, ~~California.~~to ~~Daggett~~or ~~Solar~~through ~~Power~~a ismarket ~~developing~~maker anor ~~approximately~~directly ~~113~~on ~~megawatt~~or ~~battery energy~~through ~~storage~~an ~~system~~electronic ~~and~~communications ~~associated~~network ~~infrastructure~~at inmarket prices ~~San~~or ~~Bernardino,~~as ~~California.~~otherwise Atpermitted ~~closing,~~by ~~Purchaser~~law. ~~will~~Clearway ~~acquire~~Inc. ~~999~~intends ~~units~~to ofuse the ~~Target~~ ~~Company,~~net ~~which~~proceeds ~~will~~from ~~represent~~the ~~100%~~sale of the ~~class~~Shares Afor ~~units~~general ofcorporate purposes, including the ~~Target~~repayment ~~Company.~~or ~~Seller~~refinancing ~~will~~of ~~distribute~~indebtedness and the ~~remaining~~funding ~~one~~of ~~unit~~working ~~to Clearway Renew~~capital, ~~LLC~~capital expenditures, ~~with~~acquisitions and ~~such~~investments. ~~unit~~Clearway ~~being~~Inc. ~~converted~~may ~~into~~invest ~~100%~~funds ofnot ~~the~~required ~~class~~immediately Cfor ~~units~~such ofpurposes ~~the~~in ~~Target~~marketable ~~Company~~securities and short-term investments.

The ~~Purchase~~Shares ~~Agreement~~will ~~contains~~be ~~customary~~issued ~~representations~~pursuant to a prospectus supplement, dated ~~and~~August 6, ~~warranties~~2025, ~~and~~to ~~covenants~~Clearway ~~made~~Inc.’s byshelf ~~each~~registration ofstatement (the ~~parties~~“Registration Statement”) on Form S-3 (File No. 333-273804), ~~Each~~which ofbecame effective upon filing with the ~~Purchaser~~Securities and ~~the~~Exchange ~~Seller~~Commission ~~are~~on ~~obligated~~August 8, ~~subject~~2023. toThis Current ~~certain~~Report ~~limitations,~~ on Form 8-K (this “Current Report”) shall not constitute an offer to ~~indemnify~~sell ~~the~~or ~~other~~a ~~for~~solicitation ~~certain~~of ~~customary~~an ~~and~~offer to ~~other~~buy ~~specified~~any ~~matters~~security, including ~~breaches~~the Shares, nor will there be any sales of ~~representations~~these ~~and~~securities ~~warranties,~~in ~~nonfulfillment~~any state or jurisdiction in which such an offer, solicitation or ~~breaches~~sale ofwould ~~covenants~~be ~~and~~unlawful ~~for~~prior ~~certain~~to ~~liabilities~~registration ~~and~~or ~~third-party~~qualification ~~claims~~under the securities laws of any such state or jurisdiction.

The ~~closing~~foregoing description of the ~~Transaction~~Agreement isdoes ~~subject~~not purport to ~~customary closing~~be ~~conditions~~complete and ~~certain~~is ~~third-party~~qualified ~~actions.~~in ~~The~~its ~~closing~~entirety by reference to the full text of the ~~Transaction~~Agreement, a copy of which is ~~expected~~filed as Exhibit 1.1 to ~~occur~~this ~~during~~Current ~~the~~Report ~~second~~and ~~half~~is ofincorporated ~~2025~~herein by reference.

~~The~~Item ~~foregoing description of the Purchase Agreement~~7.01. ~~does~~Regulation ~~not~~FD ~~purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, a copy of which is filed as Exhibit 10~~Disclosure.~~1 to this Current Report on Form 8-K (this “Current Report”) and is incorporated herein by reference.~~

~~Item~~On 5August 6, 2025, Clearway Inc.02 ~~Departure~~issued ofa ~~Directors~~press orrelease ~~Certain~~announcing ~~Officers;~~the ~~Election~~commencement of ~~Directors;~~the ~~Appointment~~ATM Program. A copy of ~~Certain~~such ~~Officers;~~press ~~Compensatory~~release ~~Arrangements~~is ofattached ~~Certain~~hereto ~~Officers~~as Exhibit 99.1 and incorporated herein by reference.

AsThe ~~previously~~information ~~disclosed,~~furnished in ~~Christopher~~this S.Item ~~Sotos informed Clearway Energy, Inc~~7. ~~(“Clearway~~01, ~~Inc.”),~~ ~~the~~including ~~parent company of~~ the ~~Company,~~attached ~~on April 30~~exhibit, ~~2024~~shall ~~that, effective~~not asbe ofdeemed ~~June 30,~~“filed” ~~2024,~~for hepurposes ~~will move on from his position as President and Chief Executive Officer~~ of ~~Clearway,~~Section ~~Inc. and~~18 ~~the~~of ~~Company. On June 20, 2024, Clearway, Inc. entered into a Consulting Agreement with Mr. Sotos (~~the ~~“Consulting~~Securities ~~Agreement”),~~Exchange ~~pursuant~~Act toof ~~which~~1934, ~~effective~~as ~~July 1,~~amended ~~2024~~ (the “~~Effective~~Exchange ~~Date~~Act”), ~~Mr. Sotos~~or ~~will~~otherwise ~~provide certain~~subject ~~transition,~~to ~~advisory and consulting services (~~the ~~“Services”)~~liabilities toof ~~the~~that ~~Corporate Governance~~section, ~~Conflicts~~nor ~~and Nominating~~shall ~~Committee~~it ofbe ~~the~~deemed ~~Board~~incorporated ofby ~~Directors~~reference ofinto ~~Clearway, Inc.~~any ~~The~~filings ~~Consulting~~under ~~Agreement commenced on~~ the ~~Effective~~Securities ~~Date~~Act ~~and~~of ~~will~~1933, ~~continue for~~as ~~two~~amended ~~months~~(the ~~until~~“Securities ~~August 31~~Act”), except ~~2024,~~as ~~and~~shall ~~thereafter~~be ~~will~~expressly ~~automatically~~set ~~renew~~forth ~~for successive two-month terms unless terminated earlier~~ by ~~either~~specific ~~party~~reference in ~~accordance~~such ~~with the terms thereof~~filing.

~~Pursuant~~Cautionary toStatement ~~the~~Concerning ~~Consulting Agreement, Mr. Sotos will be paid, as compensation for the Services, (i) a fee of $33,334 for each two~~Forward-~~month~~Looking term under the Consulting Agreement and (ii) in the event Mr. Sotos performs Services in excess of 20 hours in any two-month period, a prorated amount for such excess hours at an hourly rate of $1,500. Mr. Sotos will also be reimbursed for certain reasonable and actual out-of-pocket expenses incurred in performing the Services.Statements

~~The~~This ~~Consulting~~Current ~~Agreement~~Report contains ~~a non~~forward-~~disclosure~~looking statements ofwithin ~~confidential~~the ~~information~~meaning ~~provision~~of ~~and~~Section 27A ~~provides~~of ~~that~~ the ~~restrictive~~Securities ~~covenants~~Act ~~set~~and ~~forth~~Section 21E inof Mrthe Exchange Act. ~~Sotos’~~ ~~Amended~~Such ~~and~~forward-looking ~~Restated~~statements ~~Employment~~are ~~Agreement,~~subject ~~dated~~to ascertain ~~of September 23~~risks, ~~2021,~~uncertainties asand ~~amended~~assumptions, ~~superseded~~and ortypically ~~supplemented~~can be identified by the ~~Separation~~use ~~and~~of ~~General~~words ~~Release, dated~~such as of“expect,” “estimate,” ~~April 30~~“target,” ~~2024~~“anticipate,” ~~between~~“forecast,” ~~Clearway~~“plan, ~~Inc.~~” “outlook,” “believe” and Mrsimilar terms. ~~Sotos~~ Such forward-looking statements include, ~~will~~but ~~remain~~are innot ~~effect~~limited to, statements regarding the anticipated consummation of the transactions described above, the anticipated benefits, opportunities and results with respect to Mrsuch transactions and Clearway Inc. ~~Sotos~~’s anticipated use of proceeds from the sale of Shares under the ATM Program.

~~The~~Although ~~foregoing~~the ~~description~~Company ~~does~~believes ~~not~~that ~~purport~~the expectations are reasonable, it can give no assurance that these expectations will prove to be ~~complete~~ correct, and isactual ~~qualified~~results inmay ~~its~~vary ~~entirety~~materially. byFactors that ~~reference~~could cause actual results to ~~the~~differ ~~full~~materially ~~text~~from ofthose ~~the~~contemplated ~~Consulting~~above ~~Agreement~~include, aamong ~~copy~~others, ofrisks ~~which~~and isuncertainties ~~filed~~related to asthe ~~Exhibit 10~~capital markets generally, whether Clearway Inc.~~2 to~~ ~~this~~will ~~Current~~offer ~~Report~~or sell Shares under the ATM Program and ~~incorporated~~the ~~herein~~anticipated byuse ~~reference~~of proceeds.

~~Item~~The 9Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.01 The ~~Financial~~foregoing ~~Statements~~review of factors that could cause the Company’s actual results to differ materially from those contemplated in the forward-looking statements included in this Current Report should be considered in connection with information regarding risks and ~~Exhibits~~uncertainties that may affect the Company’s future results included in the Company’s other filings with the Securities and Exchange Commission.

~~(d)~~ Item 9.01 Financial Statements and Exhibits.

Exhibit No.		Description
10.1†*		Membership Interest Purchase Agreement, dated as of June 27, 2024, by and between D1-LV CE Seller LLC and LV-Daggett Parent Holdco LLC.
10.2		Consulting Agreement by and between Clearway Energy, Inc. and Christopher Sotos, dated June 20, 2024.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

(d) Exhibits

†	Schedules and similar attachments to this Exhibit have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the U.S. Securities and Exchange Commission (the “SEC”) upon request.
Exhibit No.		Description
*	Certain portions of this Exhibit have been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K. The omitted information (i) is not material and (ii) would likely cause competitive harm to the Company if publicly disclosed. The Company agrees to furnish supplementally an unredacted copy of this Exhibit to the SEC upon request.
1.1		Equity Distribution Agreement, dated as of August 6, 2025, by and among Clearway Energy, Inc., Clearway Energy LLC, Morgan Stanley & Co. LLC, BofA Securities, Inc., Citigroup Global Markets Inc., J.P. Morgan Securities LLC and Wells Fargo Securities, LLC.
99.1		Press Release, dated August 6, 2025.
104		Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document (contained in Exhibit 101)

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.

	Clearway Energy LLC

	By:	/s/ Kevin P. Malcarney
		Kevin P. Malcarney
		General Counsel and Corporate Secretary

Date: ~~July~~ August 306, ~~2024~~2025

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