UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.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): ~~August~~October 63, 2025

Clearway Energy LLC

(Exact name of 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 ~~August~~October 63, 2025, ~~Clearway~~Cardinal ~~Energy~~Purchaser LLC (the “~~Company”) and~~ Clearway ~~Energy~~Purchaser”), ~~Inc.,~~ ~~the~~a ~~parent~~subsidiary ~~company~~ of ~~the~~Clearway ~~Company~~Energy LLC (~~“Clearway~~the ~~Inc.~~“Company”), entered into ana ~~Equity~~Purchase ~~Distribution~~and Sale Agreement (the “Clearway Purchase Agreement”) with ~~Morgan~~Deriva ~~Stanley &~~Energy, ~~Co.~~ LLC (“Deriva Seller”), ~~BofA~~Symphony ~~Securities~~Breeze, ~~Inc.,~~ ~~Citigroup~~LLC ~~Global~~(“Breeze Seller”) ~~Markets~~and ~~Inc.~~Symphony Sun, ~~J.P. Morgan~~LLC ~~Securities~~(“Sun ~~LLC~~Seller”, and ~~Wells~~together ~~Fargo~~with Deriva ~~Securities,~~Seller ~~LLC~~and ~~(collectively~~Breeze Seller, the “~~Agents~~Sellers”). Pursuant to the terms of the Clearway Purchase Agreement, Clearway ~~Inc.~~Purchaser ~~may~~will ~~offer~~acquire ~~and~~from ~~sell~~Sellers ~~shares~~all of ~~Clearway~~the ~~Inc.’s~~limited ~~Class C~~liability ~~common~~company ~~stock,~~membership ~~par~~interests in ~~value~~each ~~$0.01~~of ~~per~~Deriva ~~share~~Energy ~~(the~~NC ~~“Shares”)~~Solar, ~~from~~ ~~time~~LLC, toClear ~~time~~Skies ~~through~~Solar ~~the~~Holdings, ~~Agents~~LLC, asWashington ~~Clearway~~Millfield ~~Inc.’s~~Solar, ~~sales~~LLC, ~~agents~~Deriva ~~for~~Energy ~~the~~Solar ~~offer and sale of the Shares~~I, upLLC ~~to an aggregate sales~~and ~~price~~Washington ofAirport ~~$100~~Solar,~~000,000~~ LLC (collectively, the “~~ATM~~Target ~~Program~~Companies”). ~~Sales~~for ofa base ~~the~~purchase ~~Shares,~~price ~~if any, will be made by means~~ of ~~ordinary~~approximately ~~brokers’~~$225.8 ~~transactions on~~million ~~the~~in ~~New York Stock Exchange~~cash, subject to orcertain ~~through~~customary aprice ~~market~~adjustments ~~maker~~(the ~~or directly on or through an electronic communications network at market~~“Clearway ~~prices or as otherwise permitted by law~~Transaction”). The ~~Clearway~~Target ~~Inc.~~Companies ~~intends~~are toengaged ~~use~~in the ~~net~~business ~~proceeds from the sale~~ of ~~the Shares for general corporate purposes~~managing, ~~including~~owning ~~the repayment or refinancing of indebtedness~~ and ~~the~~operating ~~funding~~utility-scale ~~of working capital, capital expenditures, acquisitions~~solar ~~and~~energy ~~investments.~~generation ~~Clearway~~projects ~~Inc.~~generating ~~may~~approximately ~~invest~~386 ~~funds~~megawatt ~~not~~alternating ~~required~~current ~~immediately~~(“MWac”) throughout ~~for~~the ~~such~~United ~~purposes in marketable securities and short-term investments~~States.

~~The~~On ~~Shares~~October 3, ~~will~~2025, beCardinal ~~issued~~JV ~~pursuant~~Purchaser LLC to(the a“Clearway ~~prospectus~~JV ~~supplement~~Purchaser”), ~~dated August 6,~~a ~~2025,~~subsidiary toof ~~Clearway~~the ~~Inc.’s~~Company, ~~shelf~~Fengate ~~registration~~Cardinal Blocker ~~statement~~LLC (~~the~~ “~~Registration~~Fengate ~~Statement~~Purchaser 1”), onFengate ~~Form S-3 (File~~Yield ~~No. 333-273804~~(VCOC), ~~which~~UBTI ~~became~~Blocker ~~effective~~LLC (“Fengate ~~upon~~Purchaser ~~filing~~2”, together with Fengate Purchaser 1, the ~~Securities~~“Fengate Purchasers”, and ~~Exchange~~together ~~Commission~~with onClearway ~~August 8~~JV Purchaser, ~~2023.~~the ~~This~~“JV Purchasers”), ~~Current~~and ~~Report~~Sellers onentered ~~Form 8-K~~into a Purchase and Sale Agreement (~~this~~the “~~Current~~JV ~~Report~~Purchase Agreement”, and together with the Clearway Purchase Agreement, the “Purchase Agreements”). Pursuant ~~shall~~to ~~not~~the ~~constitute~~terms anof ~~offer~~the JV Purchase Agreement, (i) Clearway JV Purchaser will acquire from Sellers 50% of the limited liability company membership interests in each of Caprock Solar 2 LLC and two limited liability companies to ~~sell~~be orformed prior to closing (collectively, the “JV Target Companies”) for a ~~solicitation~~base purchase price of anapproximately ~~offer~~$79.5 million in cash, subject to ~~buy~~certain ~~any~~customary ~~security~~price adjustments, ~~including~~and (ii) the ~~Shares,~~Fengate ~~nor~~Purchasers will ~~there~~collectively beacquire ~~any~~the ~~sales~~remaining 50% of ~~these~~the ~~securities~~limited liability company membership interests in ~~any~~the ~~state~~JV orTarget ~~jurisdiction~~Companies infor ~~which~~a ~~such~~base purchase price of approximately $79.5 anmillion ~~offer~~in cash, ~~solicitation~~subject orto ~~sale~~certain ~~would~~customary beprice ~~unlawful~~adjustments ~~prior~~(collectively, tothe ~~registration~~“JV Transaction” orand ~~qualification~~together ~~under~~with the ~~securities~~Clearway ~~laws~~Transaction, the “Transactions”). The JV Target Companies are engaged in the business of ~~any~~managing, ~~such~~owning ~~state~~and oroperating utility-scale solar energy generation projects generating ~~jurisdiction~~approximately 227 MWac in California, New Mexico and Colorado.

The ~~foregoing~~Purchase Agreements contain customary representations ~~description~~and warranties and covenants made by each of the ~~Agreement~~parties. ~~does~~Except ~~not~~in ~~purport~~the toevent beof ~~complete~~fraud, the representations and iswarranties ~~qualified~~will innot ~~its~~survive the ~~entirety~~closing byof ~~reference~~the toTransactions. Instead, Clearway Purchaser and the ~~full~~JV ~~text~~Purchasers have obtained a representation and warranty insurance policy, under which the issuer of such policy will insure Clearway Purchaser and the ~~Agreement~~JV Purchasers against certain claims, damages or aother ~~copy~~losses arising from breaches by the Sellers of ~~which~~their isrepresentations ~~filed~~and aswarranties ~~Exhibit 1.1~~in the Purchase Agreements, subject to ~~this~~certain limitations ~~Current~~and ~~Report~~exclusions and isother ~~incorporated~~customary ~~herein~~terms byand ~~reference~~conditions.

~~Item~~The ~~7.01.~~closing of the Transactions is subject to customary ~~Regulation~~closing FDconditions ~~Disclosure~~and certain third-party actions. The closing of the Transactions is expected to occur during the first half of 2026.

OnThe ~~August 6,~~foregoing ~~2025,~~description ~~Clearway~~of the Transactions and ~~Inc.~~the ~~issued~~Purchase aAgreements ~~press~~does ~~release~~not ~~announcing~~purport ~~the~~to ~~commencement~~be ofcomplete ~~the~~and ~~ATM~~is ~~Program.~~qualified Ain ~~copy~~its entirety by reference to the full text of ~~such~~the ~~press~~Purchase Agreements, ~~release~~copies isof ~~attached~~which ~~hereto~~are filed as Exhibit 9910.1 and Exhibit 10.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

~~The information furnished in this~~ Item 79.01, ~~including~~Financial ~~the~~Statements ~~attached~~and exhibit, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filings under the Securities Act of 1933, as amended (the “Securities Act”), except as shall be expressly set forth by specific reference in such filing.Exhibits

~~Cautionary Statement Concerning Forward-Looking Statements~~(d) Exhibits

This Current Report contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. Such forward-looking statements are subject to certain risks, uncertainties and assumptions, and typically can be identified by the use of words such as “expect,” “estimate,” “target,” “anticipate,” “forecast,” “plan,” “outlook,” “believe” and similar terms. Such forward-looking statements include, but are not limited to, statements regarding the anticipated consummation of the transactions described above, the anticipated benefits, opportunities and results with respect to such transactions and Clearway Inc.’s anticipated use of proceeds from the sale of Shares under the ATM Program.

Exhibit No.		Document

10.1†*		Purchase and Sale Agreement, dated as of October 3, 2025, by and among Cardinal Purchaser LLC, Deriva Energy, LLC, Symphony Breeze, LLC and Symphony Sun, LLC.
10.2†*		Purchase and Sale Agreement, dated as of October 3, 2025, by and among Cardinal JV Purchaser LLC, Fengate Cardinal Blocker LLC, Fengate Yield (VCOC) UBTI Blocker LLC, Deriva Energy, LLC, Symphony Breeze, LLC and Symphony Sun, LLC.
104		Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

Although the Company believes that the expectations are reasonable, it can give no assurance that these expectations will prove to be correct, and actual results may vary materially. Factors that could cause actual results to differ materially from those contemplated above include, among others, risks and uncertainties related to the capital markets generally, whether Clearway Inc. will offer or sell Shares under the ATM Program and the anticipated use of proceeds.

†	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.
*	Certain portions of this Exhibit have been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K. The omitted information is (i) 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.

The Company 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. The foregoing 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 uncertainties that may affect the Company’s future results included in the Company’s other filings with the Securities and Exchange Commission.SIGNATURES

~~Item~~Pursuant ~~9.01~~to ~~Financial~~the ~~Statements~~requirements ~~and~~of ~~Exhibits~~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.

~~(d) Exhibits~~Clearway Energy LLC By: /s/ Kevin P. Malcarney Kevin P. Malcarney General Counsel and Corporate Secretary

Exhibit No.		Description
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)

Date: October 6, 2025

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: August 6, 2025

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