Clearway Energy Inc-C美股招股说明书(2025-08-06版)

Clearway Energy, Inc. Up to $100,000,000 Aggregate Offering Price of ClassC Common Stock We have entered into an equity distribution agreement with Morgan Stanley & Co. LLC, BofASecurities, Inc., Citigroup Global Markets Inc., J.P. Morgan Securities LLC and Wells Fargo Securities,LLC, as sales agents, relating to the offer and sale from time to time of shares of our ClassC common stock,par value $0.01 per share (“ClassC common stock”). In accordance with the terms of the equity distribution agreement, we may offer and sell shares of ourClassC common stock having an aggregate offering price of up to $100,000,000 from time to time throughthe sales agents pursuant to a continuous equity offering program. Our ClassC common stock is listed on the New York Stock Exchange (“NYSE”) under the symbol“CWEN.” The last reported sale price of our ClassC common stock on the NYSE on August5, 2025 was$31.61 per share. Sales of shares of our ClassC common stock, if any, under this prospectus supplement and theaccompanying prospectus, will be made by any method permitted by law and deemed to be an “at themarket” offering as defined in Rule415 under the Securities Act of 1933, as amended (the “Securities Act”),including by ordinary brokers’ transactions through the facilities of the NYSE, to or through a market makeror directly on or through an electronic communications network, at market prices prevailing at the time ofsale, at prices related to prevailing market prices or at negotiated prices, in block transactions or asotherwise permitted by law. Sales of shares of our ClassC common stock will be made by only one salesagent on any given day. The sales agents are not required to sell any specific number or dollar amount ofshares of ClassC common stock, but each will use its commercially reasonable efforts consistent with theirnormal trading and sales practices, as our agent and subject to the terms and conditions of the equitydistribution agreement, to sell the shares of ClassC common stock offered, as instructed by us. We will pay each sales agent an aggregate fee of up to 1.5% of the gross sales price of all shares ofClassC common stock sold through such sales agent under the equity distribution agreement. In connectionwith the sale of the ClassC common stock, each sales agent may be deemed to be an “underwriter” withinthe meaning of the Securities Act, and the compensation of each sales agent may be deemed to beunderwriting commissions or discounts. We have also agreed to provide indemnification and contribution tothe sales agent with respect to certain liabilities, including liabilities under the Securities Act. The offering of ClassC common stock pursuant to the equity distribution agreement will terminateupon the earlier of (i)the sale of all shares of ClassC common stock subject to the equity distributionagreement or (ii)the termination of the equity distribution agreement by us or by each of the sales agents. Investing in our ClassC common stock involves a high degree of risk. Please read “Risk Factors”beginning on pageS-6of this prospectus supplement. You should also consider the risk factors described inthe documents incorporated by reference in this prospectus supplement and the accompanying prospectus. Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission hasapproved or disapproved of these securities or determined if this prospectus supplement and theaccompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Citigroup Morgan Stanley J.P. Morgan The date of this prospectus supplement is August6, 2025 TABLE OF CONTENTS Prospectus Supplement ABOUT THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUSS-iiTRADEMARKS AND TRADE NAMESS-iiNOTICE TO INVESTORSS-iiCAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTSS-iiiSUMMARYS-1THE OFFERINGS-3RISK FACTORSS-6USE OF PROCEEDSS-8MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS FOR NON-U.S. HOLDERSOF OUR CLASS C COMMON STOCKS-9PLAN OF DISTRIBUTIONS-13LEGAL MATTERSS-15EXPERTSS-15WHERE YOU CAN FIND MORE INFORMATIONS-15INCORPORATION BY REFERENCES-16Base ProspectusABOUT THIS PROSPECTUSiiFORWARD-LOOKING STATEMENTSiiiSUMMARY1RISK FACTORS2USE OF PROCEEDS3DESCRIPTION OF CAPITAL STOCK4DESCRIPTION OF DEBT SECURITIES14PLAN OF DISTRIBUTION17LEGAL MATTERS19EXPERTS19INCORPORATION BY REFERENCE OF CERTAIN INFORMATION20WHERE YOU CAN FIND MORE INFORMATION21 We and the sales agents have not authorized anyone to provide any information other than that containedin this prospectus supplement and the accompanying prospectus or incorporated by reference in this prospectussupplement and the accompanying prospectus or in any free writing prospectus prepared by or on behalf of usto which we have referred you. We and the sales agents take no responsibility for, and can provide no assuranceas to the reliability of, any other information that others may give you. We and the sales agents are no