CWEN · Clearway Energy, Inc.

This amendment fundamentally reshapes the structural relationship between Clearway Energy, Inc. and its controlling unitholder, Clearway Energy Group LLC (CEG), by shifting the economic and voting implications of unit exchanges. Previously, Class B units converted into Class A common stock — which carries full voting rights — reinforcing CEG’s influence over corporate governance. Under the new terms, those units convert into Class C common stock, which historically carries no voting rights. This change effectively decouples economic interest from voting control for future exchanges, potentially diluting CEG’s voting power while preserving its economic stake. The agreement also maintains strict procedural safeguards — including record ownership requirements and minimum exchange thresholds — ensuring orderly execution and limiting fragmentation. Because the exchange mechanism underpins the entire partnership structure between the public corporation and its private LLC subsidiary, and directly affects share count, voting rights distribution, and capital structure transparency, this amendment constitutes a core governance and structural event. Investors should assess implications for future voting dynamics, potential shifts in control thresholds, and whether the change signals a broader strategic realignment between the parties regarding long-term ownership and governance roles.