{"url_path":"/sec/cik-0001089819/10-q/2026/item-1a","section_key":"item-1a","section_title":"Item 1A RISK FACTORS","topic":"sec","document":{"doc_type":"10-Q","doc_date":"2026-05-12","source_url":"https://www.sec.gov/Archives/edgar/data/1089819/0001089819-26-000010-index.html","accession_number":"0001089819-26-000010","cik":"0001089819","ticker":null,"issuer_name":"Cleco Corporate Holdings LLC","edgar_url":"https://www.sec.gov/Archives/edgar/data/1089819/0001089819-26-000010-index.html","primary_entity_key":"0001089819","primary_entity_name":"Cleco Corporate Holdings LLC"},"word_count":1007,"has_tables":true,"body_markdown":"ITEM 1A.      RISK FACTORS\n\nOther than the additions and revisions discussed therein, there have been no material changes to the risk factors disclosed in Part I, Item 1A, “Risk Factors” of the Registrants’ Combined Annual Report on Form 10-K for the fiscal year ended December 31, 2025. For risks that could affect actual results and cause results to differ materially from those expressed in any forward-looking statements made by, or on behalf of the Registrants, see the risk factors disclosed in the aforementioned report.\n\nAgreement to Sell Cleco Group\n\nThe Proposed Cleco Group Sale Transaction may not be completed because required governmental and regulatory approvals may not be obtained, may be delayed, or may be subject to additional conditions.\n\nConsummation of the Proposed Cleco Group Sale Transaction is subject to the satisfaction or waiver of specified closing conditions, including, among others, the receipt of required governmental and regulatory approvals, including approvals from the LPSC and FERC, the expiration or termination of applicable waiting periods under the HSR Act, and other customary closing conditions. The required approvals may not be obtained at all, may not be obtained on the terms or within the timeframes currently contemplated by the parties, or may impose terms, conditions, obligations or commitments that could delay or prevent completion of the Proposed Cleco Group Sale Transaction. The failure to obtain such approvals, or delays in obtaining them, could cause the parties to abandon the Proposed Cleco Group Sale Transaction. In such circumstances, Cleco could incur significant professional fees and other transaction‑related costs without realizing the anticipated benefits of the transaction, experience prolonged management distraction and strategic uncertainty, and face potential adverse market or credit perceptions, any of which could materially and adversely affect Cleco’s results of operations, financial condition, and cash flows. Additionally, Cleco may be subject to conditions following the closing of the Proposed Cleco Group Sale Transaction, which may materially impact its business.\n\nThe pendency of the Proposed Cleco Group Sale Transaction may subject Cleco to business uncertainties and contractual restrictions that could adversely affect its operations and financial results.\n\nUncertainty regarding the outcome of the Proposed Cleco Group Sale Transaction may disrupt Cleco’s operations and business plans. Matters relating to the Proposed Cleco Group Sale Transaction may place a significant burden on management, employees, and internal resources that could\n\notherwise be devoted to other business opportunities. In addition, the equity purchase agreement may restrict Cleco and its subsidiaries, without the consent of Stonepeak and Bernhard Capital Partners, from taking certain actions outside the ordinary course of business prior to the completion of the Proposed Cleco Group Sale Transaction or termination of the agreement. These restrictions could affect Cleco’s ability to pursue business opportunities or make strategic changes and could adversely affect its results of operations, financial condition and cash flows.\n\nUncertainty resulting from the Proposed Cleco Group Sale Transaction could adversely affect employee retention and relationships with other stakeholders.\n\nUncertainty about the effects of the Proposed Cleco Group Sale Transaction on employees, customers, regulators, vendors, and other business partners may adversely affect Cleco. Employee retention and recruitment may be particularly challenging while the Proposed Cleco Group Sale Transaction remains pending, as employees may experience uncertainty regarding their future roles. In addition, customers, vendors, or other counterparties may seek to change existing business relationships as a result of the Proposed Cleco Group Sale Transaction. The loss of key personnel or deterioration of stakeholder relationships could materially and adversely affect Cleco’s results of operations, financial condition and cash flows.\n\nLitigation or regulatory proceedings relating to the Proposed Cleco Group Sale Transaction could delay or prevent completion of the Proposed Cleco Group Sale Transaction.\n\nCleco could become subject to litigation or regulatory proceedings arising out of or relating to the Proposed Cleco Group Sale Transaction or the equity purchase agreement. Such proceedings could result in additional costs, could delay the completion of the Proposed Cleco Group Sale Transaction, or could result in the Proposed Cleco Group Sale Transaction not being completed on the terms contemplated or at all.\n\nStrategic Review and Goodwill Impairment Considerations\n\nCleco’s shareholder group has entered into an agreement to sell the equity interests of Cleco Group. Future developments in this process could result in an impairment of the Cleco Power reporting unit.\n\nCleco’s shareholder group has entered into an agreement to sell the equity interests of Cleco Group, the parent entity of Cleco Holdings and Cleco Power. The transaction may not be consummated on the terms or timeline currently contemplated,\n\n50\n\nCLECO\n\nCLECO POWER\n2026 1ST QUARTER FORM 10-Q\n\nor at all. In addition, the evaluation of goodwill requires significant judgment and is sensitive to changes in market participant assumptions, including estimates of future cash flows, regulatory outcomes, market conditions, and other factors affecting Cleco’s operations. Future adverse changes in these assumptions or in business, regulatory, or economic conditions could result in a determination that the fair value of the Cleco Power reporting unit is less than its carrying value. If such circumstances occur, Cleco could be required to record a goodwill impairment charge in future periods, which could be material.\n\nData Center and Large-Load Customer Development\n\nCleco’s growth strategy involves entering into various agreements with large-load customers, such as data center developers, which introduces material risks that could impair profitability, capital structure, and long-term objectives.\n\nWhile agreements with large-load customers are structured to mitigate risk through developer funding of infrastructure, Cleco\n\nfaces regulatory uncertainty regarding whether the LPSC will consistently approve these cost-allocation methodologies.\n\nThough Cleco can take steps to provide contractual protection, Cleco may be exposed to counterparty risk.\n\nIn addition, the scale of these projects could introduce operational and capital risk and volatility. Cleco may be required to incur capital costs to plan, engineer, procure, or otherwise prepare its system to serve large‑load customers prior to receiving final approval from the LPSC, and if such approval is not obtained, Cleco may be at risk for recovery of those costs. All large capital projects also present risk of execution and are subject to the LPSC’s prudency review process."}