CONFIDENTIAL TREATMENT REQUESTED — DRAFT DATED JUNE 10, 2022

DIVIDEND POLICY

Calloway-Briggs Renewables Inc. (the "Company," "Calloway-Briggs," "we," "us," or "our") has never declared or paid any cash dividends on its common stock, par value $0.01 per share (the "common stock"), and does not anticipate declaring or paying any cash dividends on its common stock for the foreseeable future. The Company currently intends to retain all available funds and future earnings, if any, to fund the development, construction, and operation of its renewable-energy project portfolio, to service its outstanding indebtedness, and for general corporate purposes, including the pursuit of strategic acquisition opportunities that may arise from time to time in the renewable-energy sector.

Any future determination regarding the declaration and payment of dividends will be made at the sole discretion of the Board of Directors of Calloway-Briggs Renewables Inc. (the "Board of Directors") and will depend on then-existing conditions, including, without limitation, the Company's financial condition, results of operations, contractual restrictions (including, in particular, those contained in the credit agreements described below), capital requirements, business prospects, applicable provisions of the Delaware General Corporation Law (the "DGCL"), tax considerations, and such other factors as the Board of Directors may deem relevant at such time. There can be no assurance that the Company will pay dividends at any time in the future. See "Risk Factors — Risks Related to This Offering and Ownership of Our Common Stock."

Reinvestment Strategy

The Company's decision to retain earnings rather than pay dividends reflects its strategic focus on growth and the significant capital requirements associated with the development, construction, financing, and operation of utility-scale renewable-energy projects. As of the date of this prospectus, the Company is actively pursuing significant organic growth through its development pipeline of approximately 6.2 gigawatts ("GW") across wind, solar photovoltaic, and battery energy storage projects in various stages of development, as well as projects currently under construction totaling approximately 1.4 GW, consisting of (i) the Mesquite Wind project, a 420-megawatt ("MW") onshore wind facility located in Oldham County, Texas, with an expected commercial operations date ("COD") of the third quarter of 2022, and (ii) the Cimarron Solar project, a 350-MW utility-scale solar photovoltaic facility located in Doña Ana County, New Mexico, with an expected COD of the first quarter of 2023. These projects require substantial capital investment prior to generating operating cash flows, and the Company believes that the retention and reinvestment of earnings is essential to the successful execution of its growth strategy.

The Company intends to use a portion of the net proceeds from this offering to fund the ongoing construction of the Cimarron Solar project (approximately $100 million) and approximately $71.7 million for general corporate purposes, including investment in the Company's development pipeline and potential acquisitions of complementary renewable-energy assets. Additionally, approximately $200 million of the net proceeds from this offering will be used to repay a portion of the outstanding balance under the Company's Corporate Term Loan B with Veltrano National Bank, as administrative agent (the "Term Loan B"), which will reduce leverage and enhance the Company's financial flexibility and capacity to fund future project development. See "Use of Proceeds." For the foreseeable future, the Company expects that its operating cash flows and available capital resources will be directed toward organic growth—including funding the development pipeline and potential acquisitions of renewable-energy assets—rather than distributions to stockholders.

Contractual Restrictions on Dividends

The Company's ability to declare or pay dividends is subject to significant contractual restrictions under its existing credit agreements and financing arrangements. The Company is party to (i) a Corporate Revolving Credit Facility Agreement, dated as of January 14, 2022, with a committed revolving credit facility in an aggregate principal amount of $400,000,000 (the "Revolving Credit Facility"), maturing on January 14, 2027, and (ii) a Corporate Term Loan B Credit Agreement, dated as of January 14, 2022, with an original aggregate principal commitment of $650,000,000, of which approximately $612.5 million is currently outstanding (the "Term Loan B"), maturing on January 14, 2029, in each case with Veltrano National Bank, as administrative agent, and the lenders party thereto (collectively, the "Corporate Credit Agreements"). See "Description of Indebtedness."

The Corporate Credit Agreements contain restrictive covenants that, among other things, limit or restrict the Company's ability to declare or pay dividends or make other distributions on its capital stock unless certain conditions are satisfied. These conditions include, without limitation, the following:

• Financial Covenant Compliance. The Company must be in compliance with the financial covenants contained in the Corporate Credit Agreements—including a maximum consolidated total net leverage ratio test and a minimum consolidated interest coverage ratio test—on a pro forma basis after giving effect to the proposed dividend or distribution, as if such dividend or distribution had been made on the first day of the most recently ended four-fiscal-quarter period for which financial statements are available.

• No Event of Default. No event of default, and no event that with the giving of notice or lapse of time, or both, would constitute an event of default, under the Corporate Credit Agreements shall have occurred and be continuing at the time of, or after giving effect to, the proposed dividend or distribution.

• Restricted Payment Basket. The aggregate amount of restricted payments (including dividends and other distributions on capital stock, redemptions and repurchases of capital stock, and certain payments of subordinated indebtedness) made in any fiscal year may not exceed a specified basket amount set forth in the Corporate Credit Agreements, subject to build-up provisions that permit unused capacity to carry forward and are tied to cumulative retained excess cash flow (as defined in the Corporate Credit Agreements) generated since the closing date of the Corporate Credit Agreements.

In addition, similar restrictions on the upstream distribution of cash from the Company's project-level subsidiaries to the Company may apply under the Company's project-finance credit agreements with Prairie Commercial Bank, N.A., as administrative agent, including (i) the $165,000,000 construction-to-term credit facility for the Mesquite Wind project and (ii) the $143,000,000 construction-to-term credit facility for the Cimarron Solar project (together, the "Project Finance Facilities"). The Project Finance Facilities contain covenants that restrict upstream cash distributions from the project-level subsidiaries that are borrowers under those facilities to the Company (as their direct or indirect parent entity) to the extent that such distributions could impair the ability of the project-level subsidiary to satisfy its debt service obligations under the applicable Project Finance Facility or to maintain required debt service reserve accounts and other reserve accounts at specified levels.

Furthermore, the Company's tax-equity partnership arrangement for the Solaris West portfolio with Veltara Basin Financial LLC (with approximately $280,000,000 of tax-equity capital invested) imposes additional restrictions on upstream distributions from the project-level partnership entities to the Company. Under the terms of the tax-equity partnership agreements governing the Solaris West portfolio, distributions to the Company as the managing member are subordinated to the allocation and distribution of tax benefits and cash returns to Veltara Basin Financial LLC, as the tax-equity investor, until certain target return thresholds have been achieved. These restrictions limit the amount of cash that the Company's Solaris West project entities may distribute upstream to the Company and may prevent the Company from receiving distributions in amounts sufficient to fund dividend payments at the parent-company level. See "Description of Indebtedness — Project-Level Financing Arrangements" and "Certain Relationships and Related Person Transactions — Tax-Equity Arrangements."

As a result of the foregoing contractual restrictions, the Company's ability to pay dividends may be significantly limited, and the Company's subsidiaries may be restricted from distributing cash to the Company in amounts sufficient to enable the Company to pay dividends, even if the Board of Directors were to determine that doing so would be in the best interests of the Company and its stockholders. Any future amendment or refinancing of the Corporate Credit Agreements, the Project Finance Facilities, or the tax-equity partnership arrangements may impose similar or more restrictive limitations on the Company's ability to pay dividends.

Delaware Law Limitations

In addition to the contractual restrictions described above, the Company is subject to limitations on its ability to pay dividends under the DGCL. Under Section 170 of the DGCL, a corporation may pay dividends only out of its surplus (as defined in the DGCL as the excess of the corporation's net assets over the amount of its capital) or, if there is no surplus, out of the corporation's net profits for the fiscal year in which the dividend is declared and/or the preceding fiscal year. The availability of surplus or net profits for dividend purposes will depend on the Company's assets, liabilities, and overall financial condition at the relevant time, and there can be no assurance that the Company will have sufficient surplus or net profits to permit the payment of dividends under the DGCL at any time in the future. See "Description of Capital Stock."

Impact on Investors

As a result of the foregoing, investors in this offering should not expect to receive dividend income from shares of the Company's common stock for the foreseeable future. Any return on an investment in the Company's common stock will depend entirely upon the appreciation, if any, in the market price of the common stock after the date of purchase. There can be no assurance that the market price of the Company's common stock will appreciate or that investors will realize any return on their investment. Investors should read the section entitled "Risk Factors" for a discussion of risks related to the Company's ability to generate returns for stockholders in the absence of dividends, including the risks described under "Risk Factors — Risks Related to This Offering and Ownership of Our Common Stock — We do not intend to pay dividends on our common stock for the foreseeable future, and our ability to do so is subject to significant contractual and legal restrictions."

Sale of Shares by Selling Stockholder

Pinnacle Vista Capital Partners III, LP ("Pinnacle Vista"), which holds approximately 62% of the Company's pre-IPO fully diluted common stock, is selling 6,818,182 shares of common stock (representing approximately $150,000,000 at the assumed initial public offering price of $22.00 per share, which is the midpoint of the estimated offering price range set forth on the cover page of this prospectus) in this offering. The Company will not receive any of the proceeds from the sale of shares by the selling stockholder. The absence of a dividend policy is not related to the secondary offering by Pinnacle Vista; the selling stockholder's return on its investment in the Company is being realized through the sale of shares in this offering and, potentially, in future registered offerings or other transactions, rather than through distributions from the Company. See "Principal and Selling Stockholders" and "Underwriting."

Stockholders' Agreement Considerations

In connection with the closing of this offering, the Company will enter into an Amended and Restated Stockholders' Agreement (the "Stockholders' Agreement") with Pinnacle Vista and certain other stockholders. Under the Stockholders' Agreement, Pinnacle Vista will retain significant governance rights following the completion of this offering, including, among other things, the right to designate nominees for election to the Board of Directors so long as Pinnacle Vista and its affiliates maintain specified ownership thresholds of the Company's outstanding common stock. As a result of these board designation rights and its significant continuing equity ownership, Pinnacle Vista will be in a position to exercise substantial influence over the Company's capital-allocation strategy, including decisions regarding the timing, amount, and declaration of any future dividends.

The interests of Pinnacle Vista, as a private-equity sponsor holding a majority of the Company's pre-IPO shares, with respect to the timing, amount, and desirability of any future dividend or other distribution on the Company's common stock may differ materially from the interests of the Company's other stockholders. Pinnacle Vista may prefer that the Company retain earnings to fund growth and increase the value of its remaining equity stake, or it may prefer that the Company initiate dividend payments at a time or in amounts that are not aligned with the preferences of other stockholders. There can be no assurance that the Company's capital-allocation decisions, including decisions regarding dividends, will be consistent with the preferences of all stockholders. See "Certain Relationships and Related Person Transactions — Stockholders' Agreement" and "Risk Factors — Risks Related to This Offering and Ownership of Our Common Stock — Pinnacle Vista Capital Partners III, LP will continue to have significant influence over us after this offering, including with respect to decisions regarding capital allocation and the payment of dividends."

CONFIDENTIAL TREATMENT REQUESTED — DRAFT DATED JUNE 10, 2022
DIVIDEND POLICY
Calloway-Briggs Renewables Inc. (the "Company," "Calloway-Briggs," "we," "us," or "our") has never declared or paid any cash dividends on its common stock, par value $0.01 per share (the "common stock"), and does not anticipate declaring or paying any cash dividends on its common stock for the foreseeable future. The Company currently intends to retain all available funds and future earnings, if any, to fund the development, construction, and operation of its renewable-energy project portfolio, to service its outstanding indebtedness, and for general corporate purposes, including the pursuit of strategic acquisition opportunities that may arise from time to time in the renewable-energy sector.
Any future determination regarding the declaration and payment of dividends will be made at the sole discretion of the Board of Directors of Calloway-Briggs Renewables Inc. (the "Board of Directors") and will depend on then-existing conditions, including, without limitation, the Company's financial condition, results of operations, contractual restrictions (including, in particular, those contained in the credit agreements described below), capital requirements, business prospects, applicable provisions of the Delaware General Corporation Law (the "DGCL"), tax considerations, and such other factors as the Board of Directors may deem relevant at such time. There can be no assurance that the Company will pay dividends at any time in the future. See "Risk Factors — Risks Related to This Offering and Ownership of Our Common Stock."
Reinvestment Strategy
The Company's decision to retain earnings rather than pay dividends reflects its strategic focus on growth and the significant capital requirements associated with the development, construction, financing, and operation of utility-scale renewable-energy projects. As of the date of this prospectus, the Company is actively pursuing significant organic growth through its development pipeline of approximately 6.2 gigawatts ("GW") across wind, solar photovoltaic, and battery energy storage projects in various stages of development, as well as projects currently under construction totaling approximately 1.4 GW, consisting of (i) the Mesquite Wind project, a 420-megawatt ("MW") onshore wind facility located in Oldham County, Texas, with an expected commercial operations date ("COD") of the third quarter of 2022, and (ii) the Cimarron Solar project, a 350-MW utility-scale solar photovoltaic facility located in Doña Ana County, New Mexico, with an expected COD of the first quarter of 2023. These projects require substantial capital investment prior to generating operating cash flows, and the Company believes that the retention and reinvestment of earnings is essential to the successful execution of its growth strategy.
The Company intends to use a portion of the net proceeds from this offering to fund the ongoing construction of the Cimarron Solar project (approximately $100 million) and approximately $71.7 million for general corporate purposes, including investment in the Company's development pipeline and potential acquisitions of complementary renewable-energy assets. Additionally, approximately $200 million of the net proceeds from this offering will be used to repay a portion of the outstanding balance under the Company's Corporate Term Loan B with Veltrano National Bank, as administrative agent (the "Term Loan B"), which will reduce leverage and enhance the Company's financial flexibility and capacity to fund future project development. See "Use of Proceeds." For the foreseeable future, the Company expects that its operating cash flows and available capital resources will be directed toward organic growth—including funding the development pipeline and potential acquisitions of renewable-energy assets—rather than distributions to stockholders.
Contractual Restrictions on Dividends
The Company's ability to declare or pay dividends is subject to significant contractual restrictions under its existing credit agreements and financing arrangements. The Company is party to (i) a Corporate Revolving Credit Facility Agreement, dated as of January 14, 2022, with a committed revolving credit facility in an aggregate principal amount of $400,000,000 (the "Revolving Credit Facility"), maturing on January 14, 2027, and (ii) a Corporate Term Loan B Credit Agreement, dated as of January 14, 2022, with an original aggregate principal commitment of $650,000,000, of which approximately $612.5 million is currently outstanding (the "Term Loan B"), maturing on January 14, 2029, in each case with Veltrano National Bank, as administrative agent, and the lenders party thereto (collectively, the "Corporate Credit Agreements"). See "Description of Indebtedness."
The Corporate Credit Agreements contain restrictive covenants that, among other things, limit or restrict the Company's ability to declare or pay dividends or make other distributions on its capital stock unless certain conditions are satisfied. These conditions include, without limitation, the following:
•  Financial Covenant Compliance. The Company must be in compliance with the financial covenants contained in the Corporate Credit Agreements—including a maximum consolidated total net leverage ratio test and a minimum consolidated interest coverage ratio test—on a pro forma basis after giving effect to the proposed dividend or distribution, as if such dividend or distribution had been made on the first day of the most recently ended four-fiscal-quarter period for which financial statements are available.
•  No Event of Default. No event of default, and no event that with the giving of notice or lapse of time, or both, would constitute an event of default, under the Corporate Credit Agreements shall have occurred and be continuing at the time of, or after giving effect to, the proposed dividend or distribution.
•  Restricted Payment Basket. The aggregate amount of restricted payments (including dividends and other distributions on capital stock, redemptions and repurchases of capital stock, and certain payments of subordinated indebtedness) made in any fiscal year may not exceed a specified basket amount set forth in the Corporate Credit Agreements, subject to build-up provisions that permit unused capacity to carry forward and are tied to cumulative retained excess cash flow (as defined in the Corporate Credit Agreements) generated since the closing date of the Corporate Credit Agreements.
In addition, similar restrictions on the upstream distribution of cash from the Company's project-level subsidiaries to the Company may apply under the Company's project-finance credit agreements with Prairie Commercial Bank, N.A., as administrative agent, including (i) the $165,000,000 construction-to-term credit facility for the Mesquite Wind project and (ii) the $143,000,000 construction-to-term credit facility for the Cimarron Solar project (together, the "Project Finance Facilities"). The Project Finance Facilities contain covenants that restrict upstream cash distributions from the project-level subsidiaries that are borrowers under those facilities to the Company (as their direct or indirect parent entity) to the extent that such distributions could impair the ability of the project-level subsidiary to satisfy its debt service obligations under the applicable Project Finance Facility or to maintain required debt service reserve accounts and other reserve accounts at specified levels.
Furthermore, the Company's tax-equity partnership arrangement for the Solaris West portfolio with Veltara Basin Financial LLC (with approximately $280,000,000 of tax-equity capital invested) imposes additional restrictions on upstream distributions from the project-level partnership entities to the Company. Under the terms of the tax-equity partnership agreements governing the Solaris West portfolio, distributions to the Company as the managing member are subordinated to the allocation and distribution of tax benefits and cash returns to Veltara Basin Financial LLC, as the tax-equity investor, until certain target return thresholds have been achieved. These restrictions limit the amount of cash that the Company's Solaris West project entities may distribute upstream to the Company and may prevent the Company from receiving distributions in amounts sufficient to fund dividend payments at the parent-company level. See "Description of Indebtedness — Project-Level Financing Arrangements" and "Certain Relationships and Related Person Transactions — Tax-Equity Arrangements."
As a result of the foregoing contractual restrictions, the Company's ability to pay dividends may be significantly limited, and the Company's subsidiaries may be restricted from distributing cash to the Company in amounts sufficient to enable the Company to pay dividends, even if the Board of Directors were to determine that doing so would be in the best interests of the Company and its stockholders. Any future amendment or refinancing of the Corporate Credit Agreements, the Project Finance Facilities, or the tax-equity partnership arrangements may impose similar or more restrictive limitations on the Company's ability to pay dividends.
Delaware Law Limitations
In addition to the contractual restrictions described above, the Company is subject to limitations on its ability to pay dividends under the DGCL. Under Section 170 of the DGCL, a corporation may pay dividends only out of its surplus (as defined in the DGCL as the excess of the corporation's net assets over the amount of its capital) or, if there is no surplus, out of the corporation's net profits for the fiscal year in which the dividend is declared and/or the preceding fiscal year. The availability of surplus or net profits for dividend purposes will depend on the Company's assets, liabilities, and overall financial condition at the relevant time, and there can be no assurance that the Company will have sufficient surplus or net profits to permit the payment of dividends under the DGCL at any time in the future. See "Description of Capital Stock."
Impact on Investors
As a result of the foregoing, investors in this offering should not expect to receive dividend income from shares of the Company's common stock for the foreseeable future. Any return on an investment in the Company's common stock will depend entirely upon the appreciation, if any, in the market price of the common stock after the date of purchase. There can be no assurance that the market price of the Company's common stock will appreciate or that investors will realize any return on their investment. Investors should read the section entitled "Risk Factors" for a discussion of risks related to the Company's ability to generate returns for stockholders in the absence of dividends, including the risks described under "Risk Factors — Risks Related to This Offering and Ownership of Our Common Stock — We do not intend to pay dividends on our common stock for the foreseeable future, and our ability to do so is subject to significant contractual and legal restrictions."
Sale of Shares by Selling Stockholder
Pinnacle Vista Capital Partners III, LP ("Pinnacle Vista"), which holds approximately 62% of the Company's pre-IPO fully diluted common stock, is selling 6,818,182 shares of common stock (representing approximately $150,000,000 at the assumed initial public offering price of $22.00 per share, which is the midpoint of the estimated offering price range set forth on the cover page of this prospectus) in this offering. The Company will not receive any of the proceeds from the sale of shares by the selling stockholder. The absence of a dividend policy is not related to the secondary offering by Pinnacle Vista; the selling stockholder's return on its investment in the Company is being realized through the sale of shares in this offering and, potentially, in future registered offerings or other transactions, rather than through distributions from the Company. See "Principal and Selling Stockholders" and "Underwriting."
Stockholders' Agreement Considerations
In connection with the closing of this offering, the Company will enter into an Amended and Restated Stockholders' Agreement (the "Stockholders' Agreement") with Pinnacle Vista and certain other stockholders. Under the Stockholders' Agreement, Pinnacle Vista will retain significant governance rights following the completion of this offering, including, among other things, the right to designate nominees for election to the Board of Directors so long as Pinnacle Vista and its affiliates maintain specified ownership thresholds of the Company's outstanding common stock. As a result of these board designation rights and its significant continuing equity ownership, Pinnacle Vista will be in a position to exercise substantial influence over the Company's capital-allocation strategy, including decisions regarding the timing, amount, and declaration of any future dividends.
The interests of Pinnacle Vista, as a private-equity sponsor holding a majority of the Company's pre-IPO shares, with respect to the timing, amount, and desirability of any future dividend or other distribution on the Company's common stock may differ materially from the interests of the Company's other stockholders. Pinnacle Vista may prefer that the Company retain earnings to fund growth and increase the value of its remaining equity stake, or it may prefer that the Company initiate dividend payments at a time or in amounts that are not aligned with the preferences of other stockholders. There can be no assurance that the Company's capital-allocation decisions, including decisions regarding dividends, will be consistent with the preferences of all stockholders. See "Certain Relationships and Related Person Transactions — Stockholders' Agreement" and "Risk Factors — Risks Related to This Offering and Ownership of Our Common Stock — Pinnacle Vista Capital Partners III, LP will continue to have significant influence over us after this offering, including with respect to decisions regarding capital allocation and the payment of dividends."

CONFIDENTIAL TREATMENT REQUESTED — DRAFT DATED JUNE 10, 2022

DIVIDEND POLICY

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