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6-K 1 d92758d6k.htm 6-K 6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of November 2025

Commission file number 001-35530

BROOKFIELD RENEWABLE PARTNERS L.P.

(Exact name of Registrant as specified in its charter)

73 Front Street, 5th Floor

Hamilton, HM 12

Bermuda

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☒ Form 40-F ☐

The information contained in Exhibits 99.1, 99.2, 99.3 and 99.4 of this Form 6-K is incorporated by reference into Brookfield Renewable Partners L.P.’s (i) registration statement on Form F-3ASR filed with the Securities and Exchange Commission (the “SEC”) on March 15, 2024 (File No. 333-277987), (ii) registration statement on Form F-3 (File No. 333-282962) that was declared effective by the SEC on December 20, 2024 and (iii) registration statement on Form F-3 (File No. 278523-01) that was declared effective by the SEC on April 2, 2025.

EXHIBIT LIST


Exhibit		Description

99.1		Audited Annual Consolidated Financial Statements of NGV NGR Acquisition Co, LLC for the year ended December 31, 2024

99.2		Unaudited Interim Consolidated Financial Statements of NGV NGR Acquisition Co, LLC for the three months ended March 31, 2025

99.3		Unaudited Pro Forma Financial Statements of Brookfield Renewable Partners L.P. for the nine months ended September 30, 2025 and for the year ended December 31, 2024

99.4		Consent of RSM US LLP

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, thereunto duly authorized.


		BROOKFIELD RENEWABLE PARTNERS L.P., by its general partner, Brookfield Renewable Partners Limited

Date:	November 6, 2025		By:	/s/ James Bodi
				Name: James Bodi
				Title: President

EX-99.1 2 d92758dex991.htm EX-99.1 EX-99.1

Exhibit 99.1

NGV NGR Acquisition Co, LLC

Consolidated Financial Statements

December 31, 2024

Contents


Independent auditor’s report			1-3

Financial statements

Consolidated balance sheet			4
Consolidated statement of operations			5
Consolidated statement of changes in members’ equity			6
Consolidated statement of cash flows			7
Notes to consolidated financial statements			8-19

Independent Auditor’s Report

Managing Member

NGV NGR Acquisition Co, LLC

Opinion

We have audited the consolidated financial statements of NGV NGR Acquisition Co, LLC (the Company), which comprise the consolidated balance sheet as of December 31, 2024, the related consolidated statements of operations, changes in members’ equity and cash flows for the year then ended, and the related notes to the consolidated financial statements (collectively, the financial statements).

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024, and the results of their operations and their cash flows for the year then ended in accordance with accounting principles generally accepted in the United States of America.

Basis for Opinion

We conducted our audits in accordance with auditing standards generally accepted in the United States of America (GAAS). Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are required to be independent of the Company and to meet our other ethical responsibilities, in accordance with the relevant ethical requirements relating to our audits. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Responsibilities of Management for the Financial Statements

Management is responsible for the preparation and fair presentation of the financial statements in accordance with accounting principles generally accepted in the United States of America, and for the design, implementation and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued or available to be issued.

Auditor’s Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and, therefore, is not a guarantee that an audit conducted in accordance with GAAS will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations or the override of internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the financial statements.

In performing an audit in accordance with GAAS, we:

•

Exercise professional judgment and maintain professional skepticism throughout the audit.

•

Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

•

Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control. Accordingly, no such opinion is expressed.

•

Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the financial statements.

•

Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time.

We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings and certain internal control-related matters that we identified during the audit.

Minneapolis, Minnesota

November 5, 2025

NGV NGR Acquisition Co, LLC

Consolidated Balance Sheet

December 31, 2024

(In Thousands)


Assets
Current assets:
Cash and equivalents	$	86,140
Contracts receivable, net		61,819
Other receivables		2,805
Interconnection deposits		37,515
Prepaid and other current assets		1,234

Total current assets		189,513

Non-current assets:
Property, plant and equipment, net		5,620
Related party loan		325,000
Equity method investment		849,529
Development assets		573,252
Operating lease right-of-use assets, net		2,025
Goodwill and intangible assets		107,159

Total non-current assets		1,862,585

Total assets	$	2,052,098

Liabilities and Members’ Equity

Current liabilities:
Accounts payable and accrued expenses	$	147,496
Other payables		3,988

Total current liabilities		151,484

Non-current liabilities:
Lease liability		2,463

Total non-current liabilities		2,463

Commitments and contingencies (Note 7)

Members’ equity:
Members’ interest		2,084,288
Accumulated deficit		(186,137	)

Total members’ equity		1,898,151

Total liabilities and members’ equity	$	2,052,098

See notes to consolidated financial statements.

NGV NGR Acquisition Co, LLC

Consolidated Statement of Operations

Year Ended December 31, 2024

(In Thousands)


Revenues:
Development fees	$	134,566
Service fees		31,599

Total revenues		166,165

Cost of revenues:
Development expenses		86,989
Land lease expenses		10,126
Consulting expenses		9,363

Total cost of revenues		106,478

Operating expenses:
General and administrative		20,665
Payroll and benefits		63,861
Depreciation and amortization		1,488

Total operating expenses		86,014

Net operating loss		(26,327	)

Other income:
Interest income		3,602
Equity in net earnings of affiliate		1,662

Total other income		5,264

Net loss	$	(21,063	)

See notes to consolidated financial statements.

NGV NGR Acquisition Co, LLC

Consolidated Statement of Changes in Members’ Equity

Year Ended December 31, 2024

(In Thousands)


	Members’ Interest			Accumulated Deficit			Total
Balance at December 31, 2023	$	1,167,726		$	(165,074	)	$	1,002,652
Contributions		960,065			—			960,065
Distributions		(43,503	)		—			(43,503	)
Net loss		—			(21,063	)		(21,063	)

Balance at December 31, 2024	$	2,084,288		$	(186,137	)	$	1,898,151

See notes to consolidated financial statements.

NGV NGR Acquisition Co, LLC

Consolidated Statement of Cash Flows

Year Ended December 31, 2024

(In Thousands)


Cash flows from operating activities:
Net loss	$	(21,063	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization		1,488
Equity in earnings of affiliate		(1,662	)
Changes in operating assets and liabilities:
Contracts receivable		2,613
Other receivables		(2,805	)
Development assets		(340,103	)
Deposits paid, net		(4,929	)
Prepaid expenses and other current assets		980
Accounts payable and accrued expenses		129,464
Lease payments		(476	)

Net cash used in operating activities		(236,493	)

Cash flows from investing activities:
Purchase of property, plant, and equipment		(1,399	)
Issuance of related party loan		(325,000	)
Capital contributions to equity method investments		(301,754	)
Distributions from equity method investments		13,503

Net cash used in investing activities		(614,650	)

Cash flows from financing activities:
Distributions		(43,503	)
Contributions		960,065

Net cash provided by financing activities		916,562

Net increase in cash and restricted cash		65,419
Cash and cash equivalents, beginning		20,721

Cash and cash equivalents, ending	$	86,140

See notes to consolidated financial statements.

NGV NGR Acquisition Co, LLC

Notes to Consolidated Financial Statements

(In Thousands)

Note 1. Organization and Nature of Operations

Nature of operations and principals of consolidation: NGV NGR Acquisition Co, LLC (the Company) was organized for the purposes of developing wind energy, solar energy, and battery storage projects. The Company’s key objective is to develop such projects from inception to the point of readiness for the commencement of construction. The Company then either sells the project to a third party, a related party, or builds and operates the project. The primary tasks of developing successful projects include securing interconnections into the electricity grids, obtaining all state, local and federal permits, securing power purchase agreements (PPAs) or other contracts for the sale of a Project’s electricity production, and securing land through leaseholds and title clearances.

The Company’s wholly owned subsidiaries include NGV Emerald Energy Venture Holdings, LLC, NGV NGR Holdco, LLC, and National Grid Renewables Development, LLC.

Within the wholly owned subsidiary National Grid Renewables Development, LLC includes the financial operations of NG Renewables Energy Marketing, LLC, NG Renewables Energy Services, LLC, NG Renewables Remote Operations Center, LLC, National Grid Renewables Operations, LLC and other projects under development. These subsidiaries provide support services for operating Projects.

Principles of consolidation: The accompanying consolidated financial statements (collectively, the financial statements) include the accounts of NGV NGR Acquisition Co, LLC and its subsidiaries. All intercompany transactions and balances are eliminated in consolidation.

Note 2. Summary of Significant Accounting Policies

Accounting principles: The financial statements and accompanying notes are prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP). The following is a description of the Company’s significant accounting policies.

Use of estimates: The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates.

Revenue recognition: The Company recognizes revenue in accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 606, Revenue from Contracts with Customers. ASC 606 provides a five-step model for recognizing revenue from contracts with customers as follows:

•

Identify the contract.

•

Identify the performance obligations.

•

Determine the transaction price.

•

Allocate the transaction price.

•

Recognize revenue.

NGV NGR Acquisition Co, LLC

Notes to Consolidated Financial Statements

(In Thousands)

Note 2. Summary of Significant Accounting Policies (Continued)

The Company’s customers consist of private customers, primarily located within the Midwest.

The Company has elected as a practical expedient the accounting policy under which it excludes from the transaction price taxes it collects from its customers that were assessed by a government authority on (or contemporaneous with) the entity’s revenue-generating transactions with its customers. The Company therefore reports sales revenue net of sales tax.

NGV NGR Acquisition Co, LLC

Notes to Consolidated Financial Statements

(In Thousands)

Note 2. Summary of Significant Accounting Policies (Continued)

The Company derives its revenues from the sale of development assets and service arrangements with operating projects.

The Company recognizes revenue from the sale of development assets upon transfer of control to its customer.

The Company earns service revenue for its employees performing certain services for related parties. The Company bills the related parties at cost plus a profit margin. Shared service revenue is recognized monthly as services are performed.

Billing practices are governed by the contract terms and generally are based on the achievement of milestones or predetermined schedules.

Cash: The cash held by the Company is only available for Company related uses and distribution of such cash to its members. The Company maintains its cash in bank deposits that, at times, may exceed federally insured limits. The Company has not experienced any losses in such accounts.

Accounts receivable: Credit terms are extended to customers in the normal course of business. The Company performs ongoing credit evaluations of its customers’ financial conditions and generally is able to utilize lien rights to secure payment. Accounts receivable are recorded at their estimated net realizable value, net of an allowance for credit losses. The Company’s estimate of the allowance for credit losses is based upon recent historical experience, the length of time the receivable has been outstanding, other specific information as it becomes available, current economic conditions and reasonable supportable forecasts not already reflected in the historical loss information. Accounts considered uncollectible are written off against the allowance. No allowance for credit losses was considered necessary as of December 31, 2024. Accounts receivable at January 1, 2024, was $68,361.

Development assets—capitalized project development costs: The Company begins capitalizing project development costs when management decides to move forward with a project, commits funding to a project, and determines that a project is viable as evidenced by obtaining a signed PPA or securing programmatic offtake requirements. Development costs that do not meet the criteria for capitalization, in accordance with the Company’s accounting policy are expensed as incurred.

NGV NGR Acquisition Co, LLC

Notes to Consolidated Financial Statements

(In Thousands)

Note 2. Summary of Significant Accounting Policies (Continued)

Development costs include all direct project costs. Certain other costs associated with the financing of projects are capitalized as deferred costs and are amortized into project costs over the estimated periods benefited.

Development assets—interconnection deposits: The Company deposits funds with Regional Transmission Organizations (RTOs) to secure queue positions necessary to deliver power to specific locations within the RTOs’ service territory. The deposits are utilized by the RTOs in the completion of studies needed to evaluate the project’s impact, if any, on the electrical grid. The RTOs either perform their own studies on a given project’s ability to interconnect to the electrical grid or they sub-contract the studies to a third party. As projects are studied, RTOs incur costs, which are capitalized and then recognized as amortization expense and included in the accompanying consolidated statement of operations as development expenses.

NGV NGR Acquisition Co, LLC

Notes to Consolidated Financial Statements

(In Thousands)

Note 2. Summary of Significant Accounting Policies (Continued)

The deposits reflected on the consolidated balance sheet represent the refundable portion of deposits that have not been utilized by RTOs and are included in development assets on the consolidated balance sheet.

Development assets are reviewed for impairment whenever events or changes in circumstances indicate that a development project might not go forward, or the Company may not recoup its incurred costs. Management has determined no development assets were impaired as of December 31, 2024.

When project development assets are sold, the respective capitalized project development costs are expensed as development expenses.

Property and equipment: Property and equipment is carried at cost, net of accumulated depreciation. Expenditures for major repairs and improvements that extend the useful lives of property and equipment are capitalized while expenditures for maintenance and repairs are charged to expense as incurred. When items of property and equipment are sold or retired, the related cost and accumulated depreciation are eliminated from the accounts and the resulting gain or loss is reflected in the consolidated statement of operations. Depreciation is computed on a straight-line basis over the estimated useful lives of 10 to 35 years for the related assets.

Equity method investment: The Company has an investment in Emerald Energy Venture LLC (Emerald). Management has assessed Emerald by applying the criterion set forth in ASC 810 and has concluded that Emerald is a variable interest entity (VIE). Management has also concluded that while the Company has a variable interest (economic criterion), the Company does not have power over the economic activities that most significantly impact Emerald (power criterion) and is not the primary beneficiary. Therefore, the Company accounts for its interest in Emerald using the equity method. Under the equity method the Company share of the net income of Emerald is recognized as income in the Company’s statement of operations and added to the investment account, and distributions received from the affiliate are treated as a reduction of the investment account.

Goodwill: The Company’s goodwill was recorded as a result of the Company’s prior business combination. Management concluded all of the goodwill was associated with its National Grid Renewables Development LLC reporting unit.

NGV NGR Acquisition Co, LLC

Notes to Consolidated Financial Statements

(In Thousands)

Note 2. Summary of Significant Accounting Policies (Continued)

Factors that could trigger an interim impairment test include, but are not limited to, underperformance relative to historical or projected future operating results, significant changes in the manner of use of the acquired assets or the Company’s overall business, significant negative industry or economic trends and a sustained period where market capitalization plus an appropriate control premium is less than stockholders’ equity. During 2024 the Company determined that no impairment of goodwill existed because the estimated fair value of each reporting unit exceeded its carrying amount. Future impairment reviews may require write-downs in the Company’s goodwill and could have a material adverse impact on the Company’s operating results for the periods in which such write-downs occur.

NGV NGR Acquisition Co, LLC

Notes to Consolidated Financial Statements

(In Thousands)

Note 2. Summary of Significant Accounting Policies (Continued)

Accounting for long-lived assets: The Company periodically evaluates its long-lived assets, primarily development assets, property and equipment and right-of-use (ROU) assets, to determine potential impairment by comparing the carrying value of the assets with the estimated future undiscounted cash flows expected to result from the use of the assets, including cash flows from disposition. Should the sum of the expected future undiscounted cash flows be less than the carrying value, the Company would recognize an impairment loss. An impairment loss would be measured by comparing the amount by which the carrying value exceeds the fair value of the assets. For the year ended December 31, 2024, management has determined that no impairment of long-lived assets exists.

Income taxes: The Company has elected to be treated as a pass-through entity for income tax purposes and, as such is not subject to income taxes. Rather, all items of taxable income, deductions and tax credits are passed through to and reported by its owners on their respective income tax returns. The Company’s federal tax status a pass-through entity is based on its legal status as a limited liability company. Accordingly, the Company is not required to take any tax positions to qualify as a pass-through entity. The company is required to file and does file tax returns with the Internal Revenue Service (IRS) and other taxing authorities. Accordingly, these financial statements do not reflect a provision for income taxes and the Company has no other tax positions which must be considered for disclosure. Income tax returns filed by the Company are subject to examination by the IRS for a period of three years.

Leases: The Company determines if an arrangement is or contains a lease at inception, which is the date on which the terms of the contract are agreed to, and the agreement creates enforceable rights and obligations. A contract is or contains a lease when: (i) explicitly or implicitly identified assets have been deployed in the contract, and (ii) the Company obtains substantially all of the economic benefits from the use of that underlying asset and directs how and for what purpose the asset is used during the term of the contract. The Company also considers whether its service arrangements include the right to control the use of an asset.

The Company made an accounting policy election available under Topic 842 not to recognize ROU assets and lease liabilities for leases with a term of 12 months or less. For all other leases, ROU assets and lease liabilities are measured based on the present value of future lease payments over the lease term at the commencement date of the lease or January 1, 2022, for existing leases upon the adoption of Topic 842). The ROU assets also include any initial direct costs incurred and lease payments made at or before the commencement date and are reduced by any lease incentives. To determine the present value of lease payments, the Company uses the rate implicit in the lease.

NGV NGR Acquisition Co, LLC

Notes to Consolidated Financial Statements

(In Thousands)

Note 2. Summary of Significant Accounting Policies (Continued)

Future lease payments may include fixed rent escalation clauses or payments that depend on an index (such as the consumer price index), which is initially measured using the index or rate at lease commencement. Subsequent changes of an index and other periodic market-rate adjustments to base rent are recorded in variable lease expense in the period incurred. Residual value guarantees or payments for terminating the lease are included in the lease payments only when it is probable they will be incurred.

The Company has made an accounting policy election to account for lease and nonlease components in its contracts as a single lease component for its real estate, vehicle and equipment asset classes. The nonlease components typically represent additional services transferred to the Company, such as common area maintenance for real estate, which are variable in nature and recorded in variable lease expense in the period incurred.

NGV NGR Acquisition Co, LLC

Notes to Consolidated Financial Statements

(In Thousands)

Note 2. Summary of Significant Accounting Policies (Continued)

The Company leases land from landowners throughout the project development lifecycle. The terms of these leases provide the Company or the landowner to cancel the lease at any time prior to the start of construction. As a result, management has concluded the arrangement does not constitute a lease under ASC 842 and recognizes these costs as expenses or capitalizes as a development asset as the costs are incurred.

Subsequent events: Effective at the opening of business on May 30, 2025, the Company was party to a transaction whereby the Company’s members executed a membership purchase agreement that resulted in a change of control over the Company. The Company changed its name to Geronimo Power Holdings, LLC on June 24, 2025.

Subsequent events have been evaluated through November 5, 2025, the date the financial statements were available for issuance.

Note 3. Development Assets

Pursuant to the Company’s capitalization policy (see Note 2), all costs incurred in connection with Projects that have been deemed commercially viable by management, are capitalized. Below is a summary of costs by project type and location incurred as of the year ended December 31, 2024:


Solar	$	480,546
Wind		4,936
Battery storage		87,770

	$	573,252

Michigan	$	110,783
Wisconsin		106,491
Ohio		101,506
Texas		97,098
Other		157,374

	$	573,252

NGV NGR Acquisition Co, LLC

Notes to Consolidated Financial Statements

(In Thousands)

Note 4. Equity Method Investment

The Company has a 51% investment in Emerald. Emerald invests in a portfolio of investments in renewable energy projects in the United States. The Company has developed the individual projects and provide operating and maintenance services under a services agreement. The condensed balance sheet and statement of operations as of and for the year ended December 31, 2024, is as follows:


Current assets	$	298,545
Non-current assets, primarily solar and wind energy systems		3,525,501

Total assets	$	3,824,046

Current liabilities	$	256,781
Long-term liabilities, primarily power purchase agreement derivatives		1,217,451
Members’ equity		2,349,814

Total liabilities and members’ equity	$	3,824,046

Revenues	$	106,298
Operating expenses		(128,337	)
Other expenses, primarily change in fair value of derivative instruments		(134,856	)

Net loss		(156,895	)
Net loss attributable to noncontrolling interest		160,149

Net income attributable to the investors of Emerald Energy Venture LLC	$	3,254

Note 5. Related-Party Transactions

On October 1, 2024, the Company entered into a loan agreement with an affiliate entity as described in Note 4, which qualifies as a related party under ASC 850. The loan was issued for a principal amount of $330,000 bearing interest at a rate equal to the Secured Overnight Financing Rate (SOFR) plus an applicable margin of 1.375% per annum. The interest rate is considered to be at market terms. Repayment is structured through quarterly installments equal to the cash available for distribution by the borrower. The loan is unsecured. As of December 31, 2024, the outstanding balance on the loan was $325,000. Interest income of $3,602 was recognized during the year. The loan was negotiated on an arm’s-length basis. Based on the Company’s assessment of the related party’s financial condition, no allowance for expected credit losses has been recorded.

The Company recognizes revenues from sales to an affiliated company as described in Note 4. During the year ended December 31, 2024, these sales totaled $128,888.

NGV NGR Acquisition Co, LLC

Notes to Consolidated Financial Statements

(In Thousands)

Note 6. Share-Based Awards

The Company participates in a long-term incentive plan sponsored by its Parent. The Plan allows the Parent’s Board of Directors to grant performance-based stock awards and restricted stock awards. Both awards vest over a three-year period. The performance-based awards are subject to hurdles based upon the three-year cumulative earnings per share of the Parent, Group, as defined, return on equity and the achievement of certain emissions reductions.

NGV NGR Acquisition Co, LLC

Notes to Consolidated Financial Statements

(In Thousands)

Note 6. Share-Based Awards (Continued)

Management has concluded these awards are classified as equity awards and is recognizing compensation cost over the three-year vesting period through March 2025. Management determined the value of its awards using the Parent’s end of day share price as of the date of grant. A summary of the awards as of December 31, 2024:


	Shares		Weighted- Average Price		Amount
Vested		52,918	$	65.69	$	3,476
Unvested		68,952		63.94		4,409

Total		121,870	$	64.70	$	7,885

The Company recognized $1,743 in compensation cost for the year ended December 31, 2024.

Note 7. Commitments and Contingencies

The Company, from time to time, may be involved in lawsuits arising in the ordinary course of business. In the opinion of the Company’s management, any liability that might result from such litigation would not be material in relation to the Company’s financial position and results or operations.

EX-99.2 3 d92758dex992.htm EX-99.2 EX-99.2

Exhibit 99.2

NGV NGR Acquisition Co, LLC

Consolidated Financial Statements

(Reviewed)

March 31, 2025

Contents


Financial statements

Consolidated balance sheet			1
Consolidated statement of operations			2
Consolidated statement of changes in members’ equity			3
Consolidated statement of cash flows			4
Notes to consolidated financial statements			5-16

NGV NGR Acquisition Co, LLC

Consolidated Balance Sheet

March 31, 2025

(In Thousands) (Unaudited)


Assets
Current assets:
Cash and equivalents	$	32,370
Contracts receivable, net		73,205
Other receivables		4,903
Interconnection deposits		43,159
Prepaid and other current assets		1,639

Total current assets		155,276


Non-current assets:
Property, plant and equipment, net		5,903
Related party loan		355,000
Equity method investment		832,193
Development assets		607,212
Operating lease right-of-use assets, net		1,910
Goodwill and intangible assets		107,159

Total non-current assets		1,909,377

Total assets	$	2,064,653


Liabilities and Member’s Equity

Current liabilities:
Accounts payable and accrued expenses	$	136,270

Total current liabilities		136,270

Non-current liabilities:
Lease liability		2,348

Total non-current liabilities		2,348


Commitments and contingencies (Note 7)

Member’s equity:
Member’s interest		2,137,532
Accumulated deficit		(211,497	)

Total member’s equity		1,926,035

Total liabilities and member’s equity	$	2,064,653

See notes to consolidated financial statements.

NGV NGR Acquisition Co, LLC

Consolidated Statement of Operations

Quarter Ended March 31, 2025

(In Thousands) (Unaudited)


Revenues:
Development fees	$	101,896
Service fees		4,198

Total revenues		106,094

Cost of revenues:
Development expenses		81,937
Land lease expenses		4,003
Consulting expenses		2,242

Total cost of revenues		88,182

Operating expenses:
General and administrative		2,888
Credit loss recovery		(3,351	)
Payroll and benefits		34,352
Depreciation and amortization		383

Total operating expenses		34,272

Net operating loss		(16,360	)

Other income (expense):
Interest income		3,291
Equity in net earnings of affiliate		(12,291	)

Total other expense		(9,000	)

Net loss	$	(25,360	)

See notes to consolidated financial statements.

NGV NGR Acquisition Co, LLC

Consolidated Statement of Changes in Member’s Equity

Quarter Ended March 31, 2025

(In Thousands) (Unaudited)


	Members’ Interest			Accumulated Deficit			Total
Balance at December 31, 2024	$	2,084,288		$	(186,137	)	$	1,898,151
Contributions		58,115			—			58,115
Distributions		(4,871	)		—			(4,871	)
Net loss		—			(25,360	)		(25,360	)

Balance at March 31, 2025	$	2,137,532		$	(211,497	)	$	1,926,035

See notes to consolidated financial statements.

NGV NGR Acquisition Co, LLC

Consolidated Statement of Cash Flows

Quarter Ended March 31, 2025

(In Thousands) (Unaudited)


Cash flows from operating activities:
Net loss	$	(25,360	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		489
Equity in earnings of affiliate		12,465
Changes in operating assets and liabilities:
Contracts receivable		(11,386	)
Other receivables		(2,098	)
Development assets		(33,960	)
Deposits paid, net		(5,644	)
Prepaid expenses and other current assets		(405	)
Accounts payable and accrued expenses		(15,214	)
Lease payments		(115	)

Net cash used in operating activities		(81,228	)

Cash flows from investing activities:
Purchase of property, plant and equipment		(657	)
Issuance of related party loan		(30,000	)
Distributions from equity method investments		4,871

Net cash used in investing activities		(25,786	)

Cash flows from financing activities:
Distributions		(4,871	)
Contributions		58,115

Net cash provided by financing activities		53,244

Net decrease in cash and restricted cash		(53,770	)
Cash and cash equivalents, beginning		86,140

Cash and cash equivalents, ending	$	32,370

See notes to consolidated financial statements.

NGV NGR Acquisition Co, LLC

Notes to Consolidated Financial Statements

(In Thousands) (Unaudited)

Note 1. Organization and Nature of Operations

Nature of operations and principals of consolidation: NGV NGR Acquisition Co, LLC (the Company) was organized for the purposes of developing wind energy, solar energy and battery storage projects. The Company’s key objective is to develop such projects from inception to the point of readiness for the commencement of construction. The Company then either sells the project to a third party, a related party, or builds and operates the project. The primary tasks of developing successful projects include securing interconnections into the electricity grids, obtaining all state, local and federal permits, securing power purchase agreements (PPAs) or other contracts for the sale of a Project’s electricity production, and securing land through leaseholds and title clearances.

The Company’s wholly owned subsidiaries include NGV Emerald Energy Venture Holdings, LLC, NGV NGR Holdco, LLC and National Grid Renewables Development, LLC.

Note 2. Summary of Significant Accounting Policies

NGV NGR Acquisition Co, LLC

Notes to Consolidated Financial Statements

(In Thousands) (Unaudited)

Note 2. Summary of Significant Accounting Policies (Continued)

•

Identify the contract

•

Identify the performance obligations

•

Determine the transaction price

•

Allocate the transaction price

•

Recognize revenue

The Company’s customers consist of private customers, primarily located within the Midwest.

NGV NGR Acquisition Co, LLC

Notes to Consolidated Financial Statements

(In Thousands) (Unaudited)

Note 2. Summary of Significant Accounting Policies (Continued)

The Company derives its revenues from the sale of development assets and service arrangements with operating projects.

The Company recognizes revenue from the sale of development assets upon transfer of control to its customer.

Billing practices are governed by the contract terms and generally are based on the achievement of milestones or predetermined schedules.

Cash: The cash held by the Company is only available for company-related uses and distribution of such cash to its members. The Company maintains its cash in bank deposits that, at times, may exceed federally insured limits. The Company has not experienced any losses in such accounts.

Accounts receivable: Credit terms are extended to customers in the normal course of business. The Company performs ongoing credit evaluations of its customers’ financial conditions and generally is able to utilize lien rights to secure payment. Accounts receivable are recorded at their estimated net realizable value, net of an allowance for credit losses. The Company’s estimate of the allowance for credit losses is based upon recent historical experience, the length of time the receivable has been outstanding, other specific information as it becomes available, current economic conditions and reasonable supportable forecasts not already reflected in the historical loss information. Accounts considered uncollectible are written off against the allowance. No allowance for credit losses was considered necessary as of March 31, 2025. Accounts receivable at January 1, 2025, was $65,831.

Development assets—capitalized project development costs: The Company begins capitalizing project development costs when management decides to move forward with a project, commits funding to a

NGV NGR Acquisition Co, LLC

Notes to Consolidated Financial Statements

(In Thousands) (Unaudited)

Note 2. Summary of Significant Accounting Policies (Continued)

project and determines that a project is viable as evidenced by obtaining a signed PPA or securing programmatic offtake requirements. Development costs that do not meet the criteria for capitalization, in accordance with the Company’s accounting policy are expensed as incurred.

NGV NGR Acquisition Co, LLC

Notes to Consolidated Financial Statements

(In Thousands) (Unaudited)

Note 2. Summary of Significant Accounting Policies (Continued)

When project development assets are sold, the respective capitalized project development costs are expensed as development expenses.

NGV NGR Acquisition Co, LLC

Notes to Consolidated Financial Statements

(In Thousands) (Unaudited)

Note 2. Summary of Significant Accounting Policies (Continued)

The Company tests its recorded goodwill for impairment on an annual basis, or more often if indicators of potential impairment exist, by determining if the carrying value of each reporting unit exceeds its estimated fair value. Factors that could trigger an interim impairment test include, but are not limited to, underperformance relative to historical or projected future operating results, significant changes in the manner of use of the acquired assets or the Company’s overall business, significant negative industry or economic trends and a sustained period where market capitalization plus an appropriate control premium is less than stockholders’ equity. During the three months ended March 31, 2025, the Company determined that no impairment of goodwill existed because the estimated fair value of each reporting unit exceeded its carrying amount. Future impairment reviews may require write-downs in the Company’s goodwill and could have a material adverse impact on the Company’s operating results for the periods in which such write-downs occur.

NGV NGR Acquisition Co, LLC

Notes to Consolidated Financial Statements

(In Thousands) (Unaudited)

Note 2. Summary of Significant Accounting Policies (Continued)

Accounting for long-lived assets: The Company periodically evaluates its long-lived assets, primarily development assets, property and equipment and right-of-use (ROU) assets, to determine potential impairment by comparing the carrying value of the assets with the estimated future undiscounted cash flows expected to result from the use of the assets, including cash flows from disposition. Should the sum of the expected future undiscounted cash flows be less than the carrying value, the Company would recognize an impairment loss. An impairment loss would be measured by comparing the amount by which the carrying value exceeds the fair value of the assets. For the quarter ended March 31, 2025, management has determined that no impairment of long-lived assets exists.

Income taxes: The Company has elected to be treated as a pass-through entity for income tax purposes and, as such is not subject to income taxes. Rather, all items of taxable income, deductions and tax credits are passed through to and reported by its owners on their respective income tax returns. The Company’s federal tax status a pass-through entity is based on its legal status as a limited liability company. Accordingly, the Company is not required to take any tax positions to qualify as a pass-through entity. The Company is required to file and does file tax returns with the Internal Revenue Service (IRS) and other taxing authorities. Accordingly, these financial statements do not reflect a provision for income taxes and the Company has no other tax positions which must be considered for disclosure. Income tax returns filed by the Company are subject to examination by the IRS for a period of three years.

The Company made an accounting policy election available under Topic 842 not to recognize ROU assets and lease liabilities for leases with a term of 12 months or less. For all other leases, ROU assets and lease liabilities are measured based on the present value of future lease payments over the lease term at the commencement date of the lease or January 1, 2022, for existing leases upon the adoption of Topic 842. The ROU assets also include any initial direct costs incurred and lease payments made at or before the commencement date and are reduced by any lease incentives. To determine the present value of lease payments, the Company uses the rate implicit in the lease.

NGV NGR Acquisition Co, LLC

Notes to Consolidated Financial Statements

(In Thousands) (Unaudited)

Note 2. Summary of Significant Accounting Policies (Continued)

NGV NGR Acquisition Co, LLC

Notes to Consolidated Financial Statements

(In Thousands) (Unaudited)

Note 2. Summary of Significant Accounting Policies (Continued)

Investment in energy future financial instruments: The Company follows a policy of using exchange-traded futures contracts to reduce the risk of fluctuating market energy prices. The Company’s investments in energy futures is recorded at fair value in the consolidated balance sheet, and any change in value is recorded in the consolidated statement of operations. The Company recorded unrealized net losses of $244 during the three months ended March 31, 2025. The fair value of the energy futures was $(244) as of March 31, 2025.

Subsequent events have been evaluated through November 5, 2025, the date the consolidated financial statements were available for issuance.

Note 3. Development Assets

NGV NGR Acquisition Co, LLC

Notes to Consolidated Financial Statements

(In Thousands) (Unaudited)

Note 3. Development Assets (Continued)


Solar	$	599,384
Wind		6,243
Battery storage		1,585

	$	607,212

Michigan	$	148,445
Wisconsin		144,008
Ohio		137,388
Texas		15,027
Illinois		10,758
Minnesota		7,944
Other		143,642

	$	607,212

NGV NGR Acquisition Co, LLC

Notes to Consolidated Financial Statements

(In Thousands) (Unaudited)

Note 4. Equity Method Investment


Current assets	$	105,062
Non-current assets, primarily solar and wind energy systems		3,663,888

Total assets	$	3,768,950

Current liabilities	$	152,038
Long-term liabilities, primarily power purchase agreement derivatives		1,274,247
Members’ equity		2,342,665

Total liabilities and members’ equity	$	3,768,950

Note 5. Related-Party Transactions

On October 1, 2024, the Company entered into a loan agreement with an affiliate entity as described in Note 4, which qualifies as a related party under ASC 850. The loan was issued for a principal amount of $330,000 bearing interest at a rate equal to the Secured Overnight Financing Rate (SOFR) plus an applicable margin of 1.375% per annum. The interest rate is considered to be at market terms. Repayment is structured through quarterly installments equal to the cash available for distribution by the borrower. The Company gave an advancement of $25,000 during the quarter. The loan is unsecured. As of March 31, 2025, the outstanding balance on the loan was $355,000. Interest income of $3,291 was recognized during the year. The loan was negotiated on an arm’s-length basis. Based on the Company’s assessment of the related party’s financial condition, no allowance for expected credit losses has been recorded.

The Company recognizes revenues from sales to an affiliated company as described in Note 4. During the quarter ended March 31, 2025, these sales totaled $104,596.

Note 6. Share-Based Awards

The Company participates in a long-term incentive plan sponsored by its Parent. The plan allows the Parent’s Board of Directors to grant performance-based stock awards and restricted stock awards. Both awards vest over a three-year period. The performance-based awards are subject to hurdles based upon the three-year cumulative earnings per share of the Parent, Group, as defined, return on equity and the achievement of certain emissions reductions.

NGV NGR Acquisition Co, LLC

Notes to Consolidated Financial Statements

(In Thousands) (Unaudited)

Note 6. Share-Based Awards (Continued)


	Shares		Weighted- Average Price		Amount
Vested		61,864	$	67.56	$	4,180
Unvested		60,006		54.22		3,254

Total		121,870	$	61.00	$	7,434

The Company recognized approximately $436 in compensation cost for the quarter ended March 31, 2025.

Note 7. Commitments and Contingencies

EX-99.3 4 d92758dex993.htm EX-99.3 EX-99.3

Exhibit 99.3

BROOKFIELD RENEWABLE PARTNERS L.P.

UNAUDITED PRO FORMA FINANCIAL STATEMENTS

The unaudited pro forma combined consolidated financial statements of Brookfield Renewable Partners L.P. (“BEP”, “Brookfield Renewable” or the “partnership”) for the nine months ended September 30, 2025 and for the year ended December 31, 2024 present our combined consolidated statement of income (loss), adjusted to give effect to:

•

the acquisition of NGV NGR Acquisition Co LLC (formerly National Grid Renewables), subsequently renamed to Geronimo Power Holdings, LLC (“Geronimo”) (the “Acquisition”) as described in note 2 to the unaudited pro forma statements of income (loss); and

•

other pro forma adjustments as described in notes 4-6 to the unaudited pro forma consolidated statements of income (loss).

In each case, for purposes of the unaudited pro forma combined consolidated statements of income (loss) as if the Acquisition occurred on January 1, 2024.

The unaudited pro forma combined consolidated financial statements have been prepared based on preliminary estimates, accounting judgments and currently available information and assumptions that management believes are reasonable.

The unaudited pro forma combined consolidated financial statements should be read in conjunction with (1) the audited annual financial statements of the partnership, with notes thereto, as of and for the year ended December 31, 2024, which are included in the partnership’s most recently filed Annual Report on Form 20-F (“Annual Report”), and the unaudited interim financial statements of the partnership for the nine months ended September 30, 2025, which have been filed as Exhibit 99.1 to a report on Form 6-K, dated November 5, 2025; and (2) the audited annual consolidated financial statements of Geronimo as of and for the year ended December 31, 2024, and the unaudited interim consolidated financial statements of Geronimo as of and for the three months ended March 31, 2025.

All financial data in the unaudited pro forma combined consolidated financial statements is presented in U.S. dollars, unless otherwise noted, and the unaudited pro forma combined consolidated financial statements have been prepared using accounting policies that are consistent with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”).

The unaudited pro forma combined consolidated financial statements have been prepared for information purposes only and are not necessarily indicative of the financial income (loss) results of the partnership had the Acquisition occurred on the date indicated, nor is such pro forma financial information necessarily indicative of the results to be expected for any future period. The actual financial income (loss) results may differ significantly from the pro forma amounts reflected herein because such unaudited pro forma combined consolidated financial statements are based on estimates or financial effects that may prove to be inaccurate due to a variety of factors and remains subject to the finalization of the Geronimo purchase price allocation. Accordingly, readers are cautioned to not place undue reliance on these unaudited pro forma combined consolidated financial statements.

F-1

Unaudited Pro Forma Combined Consolidated Statement of Income (Loss)


(MILLIONS) Nine months ended September 30, 2025	BEP			Geronimo			Acquisition pro forma adjustments				Acquisition pro forma consolidated
				Note 5(a)			Note 6
Revenues	$	4,868		$	—		$	—			$	4,868
Other income		551			27			—				578
Direct operating costs		(2,095	)		(77	)		—				(2,172	)
Management service costs		(162	)		—			—				(162	)
Interest expense		(1,819	)		—			(15	)	6(a)		(1,834	)
Share of loss from equity-accounted investments		(83	)		6			—				(77	)
Foreign exchange and financial instruments gain		570			—			—				570
Depreciation		(1,803	)		(1	)		—				(1,804	)
Other		(342	)		—			—				(342	)
Income tax recovery
Current		57			—			4		6(b)		61
Deferred		292			—			3		6(b)		295

		349			—			7				356

Net income (loss)	$	34		$	(45	)	$	(8	)		$	(19	)

Net income (loss) attributable to:
Group share of net loss	$	—		$	(45	)	$	45		6(e)	$	—
Non-controlling interests:												—
Participating non-controlling interests – in operating subsidiaries		385			—			(34	)			351
General partnership interest in a holding subsidiary held by Brookfield		105			—			—				105
Participating non-controlling interests – in a holding subsidiary – Redeemable/Exchangeable units held by Brookfield		(158	)		—			(6	)			(164	)
BEPC exchangeable shares and class A.2 exchangeable shares		(146	)		—			(5	)			(151	)
Preferred equity		22			—			—				22
Perpetual subordinated notes		30			—			—				30
Preferred limited partners’ equity		26			—			—				26
Limited partners’ equity		(230	)		—			(8	)			(238	)

Net income (loss)	$	34		$	(45	)	$	(8	)		$	(19	)

Basic and diluted loss per LP unit	$	(0.81	)	$	—		$	—		6(d)	$	(0.84	)

See the accompanying notes to the Unaudited Pro Forma Combined Consolidated Financial Statements.

F-2

Unaudited Pro Forma Combined Consolidated Statement of Income (Loss)


(MILLIONS) Year ended December 31, 2024	BEP			Geronimo			Acquisition pro forma adjustments				Acquisition pro forma consolidated
				Note 5(b)			Note 6
Revenues	$	5,876		$	—		$	—			$	5,876
Other income		627			64			—				691
Direct operating costs		(2,580	)		(128	)		—				(2,708	)
Management service costs		(204	)		—			—				(204	)
Interest expense		(1,988	)		—			(36	)	6(a)		(2,024	)
Share of (loss) income from equity-accounted investments		(88	)		1			—				(87	)
Foreign exchange and financial instruments gain		880			—			—				880
Depreciation		(2,010	)		—			—				(2,010	)
Other		(713	)		—			(10	)	6(c)		(723	)
Income tax recovery
Current		160			—			13		6(b)		173
Deferred		31			—			4		6(b)		35

		191			—			17				208

Net loss	$	(9	)	$	(63	)	$	(29	)		$	(101	)

Net loss attributable to:
Group share of net loss	$	—		$	(63	)	$	63		6(e)	$	—
Non-controlling interests:												—
Participating non-controlling interests – in operating subsidiaries		353			—			(60	)			293
General partnership interest in a holding subsidiary held by Brookfield		125			—			—				125
Participating non-controlling interests – in a holding subsidiary – Redeemable/Exchangeable units held by Brookfield		(174	)		—			(9	)			(183	)
BEPC exchangeable shares and class A.2 exchangeable shares		(160	)		—			(9	)			(169	)
Preferred equity		28			—			—				28
Perpetual subordinated notes		37			—			—				37
Preferred limited partners’ equity		37			—			—				37
Limited partners’ equity		(255	)		—			(14	)			(269	)

Net loss	$	(9	)	$	(63	)	$	(29	)		$	(101	)

Basic and diluted loss per LP unit	$	(0.89	)	$	—		$	—		6(d)	$	(0.94	)

See the accompanying notes to the Unaudited Pro Forma Combined Consolidated Financial Statements.

F-3

Brookfield Renewable Partners L.P.

NOTES TO THE PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS

For the nine months ended September 30, 2025 and the year ended December 31, 2024

(In millions of U.S. dollars, except per unit amounts and where otherwise indicated, unaudited)

(1)	REPORTING ENTITY

Brookfield Renewable owns a portfolio of renewable power and sustainable solution assets primarily in North America, South America, Europe and Asia-Pacific.

The immediate parent of Brookfield Renewable is its general partner, Brookfield Renewable Partners Limited (“BRPL”). The ultimate parent of Brookfield Renewable is Brookfield Corporation (“Brookfield Corporation”). Brookfield Corporation and its subsidiaries, other than Brookfield Renewable, and unless the context otherwise requires, includes Brookfield Asset Management Ltd (“Brookfield Asset Management”), are also individually and collectively referred to as “Brookfield” in these unaudited pro forma financial statements. The term “Brookfield Holders” means Brookfield, Brookfield Wealth Solutions and their related parties.

Brookfield Renewable’s consolidated equity interests include the non-voting publicly traded limited partnership units (“LP units”) held by public unitholders and Brookfield Holders, class A exchangeable subordinate voting shares (“BEPC exchangeable shares”) of BEPC held by public shareholders and Brookfield Wealth Solutions, class A.2 exchangeable shares (“class A.2 exchangeable shares”) of Brookfield Renewable Holdings Corporation (“BRHC”) held by Brookfield, redeemable/exchangeable partnership units (“Redeemable/Exchangeable partnership units”) in Brookfield Renewable Energy L.P. (“BRELP”), a holding subsidiary of Brookfield Renewable, held by Brookfield, and general partnership interest (“GP interest”) in BRELP held by Brookfield. Holders of the LP units, Redeemable/Exchangeable partnership units, GP interest, and BEPC exchangeable shares will be collectively referred to throughout as “Unitholders” unless the context indicates or requires otherwise. LP units, Redeemable/Exchangeable partnership units, GP interest, BEPC exchangeable shares and class A.2 exchangeable shares will be collectively referred to throughout as “Units”, or as “per Unit”, unless the context indicates or requires otherwise.

Brookfield Renewable is a publicly traded limited partnership established under the laws of Bermuda pursuant to an amended and restated limited partnership agreement dated November 20, 2011 as thereafter amended from time to time.

(2)	DESCRIPTION OF THE ACQUISITION

On May 29, 2025, Brookfield Renewable, together with its institutional partners, completed the Acquisition of a fully integrated developer and operator of renewable power assets in the United States for a total purchase price of $1.4 billion ($299 million net to the partnership).

The accompanying unaudited pro forma combined consolidated financial statements of the partnership have been prepared by management of Brookfield Renewable to give effect to the Acquisition as if it had occurred on January 1, 2024.

(3)	BASIS OF PRESENTATION

The historical consolidated financial statements of Brookfield Renewable and consolidated financial statements of Geronimo have been adjusted to give pro forma effect to events that are (1) directly attributable to the Acquisition and the funding raised for the purposes of the Acquisition, (2) factually supportable, and (3) with respect to the statements of income (loss), expected to have a continuing impact on the consolidated results. The unaudited pro forma combined consolidated financial statements reflect the adjustments and assumptions outlined in the notes below.

The unaudited pro forma combined consolidated statements of income (loss) of the partnership have been derived and constructed, respectively, from the following:

Pro forma consolidated statement of income (loss) for the nine-month period ended September 30, 2025.

The unaudited interim consolidated statement of income (loss) of Brookfield Renewable for the nine-month period ended September 30, 2025 which includes the consolidated statement of income (loss) of Geronimo from the date of the Acquisition onward; combined with

The unaudited consolidated financial information of Geronimo for the five-month period ended May 31, 2025

F-4

Pro forma consolidated statement of income (loss) for the year ended December 31, 2024

The audited consolidated statement of income (loss) of Brookfield Renewable for the year ended December 31, 2024; combined with

The audited consolidated statement of income (loss) of Geronimo for the year ended December 31, 2024

The unaudited pro forma combined consolidated financial statements are not intended to reflect the income (loss) of the partnership which would have actually resulted had the Acquisition been completed on January 1, 2024 for purposes of the unaudited pro forma combined consolidated statements of income (loss). Further, the unaudited pro forma combined consolidated statement of income (loss) is not necessarily indicative of the results of income (loss) that may be obtained by the partnership in the future. Additionally, the unaudited pro forma combined consolidated statements of income (loss) do not reflect the impact of potential cost savings and other synergies or incremental costs of the Acquisition. The actual adjustments to the consolidated financial statements of the partnership will depend on a number of factors and, therefore, the actual adjustments will differ from the pro forma adjustments.

For purposes of preparing the unaudited pro forma combined consolidated financial statements, adjustments have also been made to the historical audited consolidated statement of operations for the year ended December 31, 2024 and the financial information for the five months ended May 31, 2025 of Geronimo, in order to conform the accounting policies and the presentation used in those statements to those of the partnership. Details on these adjustments are described in Note 4, Significant Accounting Policies and Note 5, Reconciliation of Geronimo Historical Consolidated Financial Statements to the Partnership’s Financial Statements’ Presentation.

The accounting policies used in the preparation of the unaudited pro forma combined consolidated financial statements are consistent with those described in the audited consolidated financial statements of the partnership for the year ended December 31, 2024 as stated in Note 4 below and IFRS as issued by IASB.

As disclosed in the Brookfield Renewable Q3 2025 interim report as filed in form 6-K dated November 5, 2025, the purchase price accounting for the Acquisition has been determined on a preliminary basis. Pro forma adjustments made to reflect the estimated financial effect from fair value accounting for the Acquisition and to reflect the effect of financing the Acquisition are subject to change. Accordingly, these fair value measurements are subject to change, which may be material.

(4)	SIGNIFICANT ACCOUNTING POLICIES

The accounting policies used in the preparation of these unaudited pro forma combined consolidated financial statements are those that are set out in the partnership’s consolidated financial statements in the partnership’s Annual Report.

While BEP prepares its financial statements under IFRS as detailed in the Annual Report, Geronimo’s financial statements have been prepared with accounting principles generally accepted in the United States (“U.S. GAAP”). Consequently, the consolidated financial statements for Geronimo have been reconciled to IFRS from U.S. GAAP for material accounting standard differences.

Material differences in accounting policies for the historical period presented, in addition to acquisition-related adjustments have resulted in adjustments to Geronimo’s results reported under U.S. GAAP including the following:

Under the revaluation model, property, plant and equipment, including construction work-in-progress (when sufficient information exists to determine fair value using the discounted cash flow method), are measured at fair value subsequent to initial recognition on the consolidated statement of financial position. Increases in the fair value of the property, plant and equipment are recorded in revaluation surplus within the statement of other comprehensive income. Decreases in the fair value of property, plant and equipment are recorded in other comprehensive income, to the extent that surplus exists, and to the income statement thereafter. When Brookfield Renewable is committed to a sale plan involving loss of control of a subsidiary, all of the assets and liabilities of that subsidiary are classified as held for sale when the sale is highly probable and the non-current asset or disposal group is available for immediate sale in its present condition. Gains on the sale of revalued assets, including development projects, are not recognized in net income but instead are transferred directly from revaluation surplus to equity upon derecognition. As a result, the profit recognized in net income under U.S. GAAP has been eliminated.

F-5

Under ASC 323, Investments—Equity Method and Joint Ventures, when intercompany transactions occur between the investor and investee (e.g., sale of inventory, fixed assets, etc.), profits from these transactions must be deferred to the extent of the investor’s ownership interest.

Recognition of the earnings impact of depreciation of property, plant and equipment from (i) the fair value adjustment to Geronimo’s existing property, plant and equipment as a result of applying the acquisition method as specified in IFRS 3, Business Combinations as described in the accounting policy in the partnership’s Annual Report, and (ii) to conform to the accounting policies of the partnership including the application of estimated service lives on power generating assets of up to 35 years, 35 years and 20 years for wind generating units, solar generating units, and battery energy storage systems, respectively.

Differences in the accretion and depreciation expense under U.S. GAAP and IFRS which arise due to the differences in the treatment of changes in costs estimates, estimated service lives and discount rates associated with asset retirement obligations.

F-6

(5)	RECONCILIATION OF GERONIMO HISTORICAL CONSOLIDATED FINANCIAL STATEMENTS TO THE PARTNERSHIP’S FINANCIAL STATEMENTS’ PRESENTATION

The audited consolidated statement of operations of Geronimo for the year ended December 31, 2024 and the unaudited consolidated financial information of Geronimo for the five-month period ended May 31, 2025 used to prepare these unaudited pro forma consolidated financial statements have been adjusted to conform to the presentation policies adopted by the partnership and do not conform with the historical audited financial statements and the historical unaudited financial information of Geronimo. The adjustments made to the historical audited consolidated financial statements of Geronimo are described below:

a) RECONCILIATION OF GERONIMO’S HISTORICAL CONSOLIDATED FINANCIAL INFORMATION FOR THE FIVE MONTHS ENDED MAY 31, 2025 TO BROOKFIELD RENEWABLE’S BASIS OF ACCOUNTING


(MILLIONS) Five months ended May 31, 2025	Geronimo (US GAAP) 3/31/2025			Geronimo (US GAAP) 4/1/2025 - 5/31/2025			Presentation Conforming Adjustments(i)			U.S. GAAP to IFRS Adjustments(ii)				Geronimo (IFRS)
							Note (4)			Note (4)
Development fees	$	102		$	1		$	(103	)	$	—			$	—
Service fees		4			4			(8	)		—				—
Revenues		—			—			—			—				—
Development expenses		(82	)		1			81			—				—
Land lease expenses		(4	)		(3	)		7			—				—
Consulting expenses		(2	)		(2	)		4			—				—
General and administrative		(3	)		(3	)		6			—				—
Credit loss recovery		3			—			(3	)		—				—
Payroll and benefits		(34	)		(24	)		58			—				—
Direct operating costs		—			—			(77	)		—				(77	)
Interest income		3			8			(11	)						—
Other income		—			—			46			(19	)	4(a,b)		27
Equity in net earnings of affiliate		(12	)		18			(6	)		—				—
Share of earnings from equity-accounted investments		—			—			6			—		4(c,d)		6
Depreciation and amortization		—			(1	)		1			—				—
Depreciation		—			—			(1	)		—				(1	)
Income tax expense
Current		—			—			—			—				—
Deferred		—			—			—			—				—

		—			—			—			—				—

Net loss		(25	)		(1	)		—			(19	)			(45	)

Net loss attributable to:
Group share of net loss		(25	)		(1	)		—			(19	)			(45	)
Non-controlling interests		—			—			—			—				—

Net loss	$	(25	)	$	(1	)	$	—		$	(19	)		$	(45	)

Presentation conforming adjustments:

(i)

To combine Development fees, Service fees, Development expenses, Credit loss recovery, and Interest income separately presented on the unaudited consolidated financial information of Geronimo for the five months ended May 31, 2025 that are presented as a single line-item on the Other income line-item on the statement of income (loss) of the partnership; and to combine Development expenses, Land lease expenses, Consulting expenses, General and Administrative, Payroll and benefits separately presented on the unaudited consolidated financial information of Geronimo for the five months ended May 31, 2025 that are presented as a single line-item on the Direct operating costs line-item on the statement of income (loss) of the partnership. Incremental adjustments were also made to conform the presentation of certain income and expense sub categories to align to those of the partnership.

(ii)	Conforming adjustments as outlined in Note 4, applied to Geronimo’s U.S. GAAP financial information to present them in accordance with IFRS and BEP’s accounting policies for the five month period ended May 31, 2025.

F-7

b) RECONCILIATION OF GERONIMO’S HISTORICAL CONSOLIDATED STATEMENT OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2024 TO BROOKFIELD RENEWABLE’S BASIS OF ACCOUNTING


(MILLIONS) Year ended December 31, 2024	Geronimo (U.S. GAAP)			Presentation Conforming Adjustments(i)			U.S. GAAP to IFRS Adjustments(ii)				Geronimo (IFRS)
				Note (4)			Note (4)
Development fees	$	135		$	(135	)	$	—			$	—
Service fees		32			(32	)		—				—
Revenues		—			—			—				—
Development expenses		(87	)		87			—				—
Land lease expenses		(10	)		10			—				—
Consulting expenses		(9	)		9			—				—
General and administrative		(21	)		21			—				—
Payroll and benefits		(64	)		64			—				—
Direct operating costs		—			(128	)		—				(128	)
Interest income		4			(4	)						—
Other income		—			108			(44	)	4(a,b)		64
Equity in net earnings of affiliate		2			(2	)		—				—
Share of earnings from equity-accounted investments		—			2			(1	)	4(c,d)		1
Depreciation and amortization		(1	)		1			—				—
Depreciation		—			(1	)		1		4(c)		—
Income tax benefit
Current		—			—			—				—
Deferred		—			—			—				—

		—			—			—				—

Net loss		(19	)		—			(44	)			(63	)

Net loss attributable to:
Group share of net loss		(19	)		—			(44	)			(63	)
Non-controlling interests		—			—			—				—

Net loss	$	(19	)	$	—		$	(44	)		$	(63	)

Presentation conforming adjustments:

(i)

To combine Development fees, Service fees, Development expenses, and Interest income separately presented on the audited consolidated statement of operations of Geronimo for the year ended December 31, 2024 that are presented as a single line-item on the Other income line-item on the statement of income (loss) of the partnership; and to combine Development expenses, Land lease expenses, Consulting expenses, General and Administrative, Payroll and benefits separately presented on the audited consolidated statement of operations of Geronimo for the year ended December 31, 2024 that are presented as a single line-item on the Direct operating costs line-item on the statement of income (loss) of the partnership. Incremental adjustments were also made to conform the presentation of certain income and expense sub categories to align to those of the partnership.

(ii)	Conforming adjustments as outlined in Note 4 applied to Geronimo’s U.S. GAAP financial statements to present them in accordance with IFRS and BEP’s accounting policies for the year ended December 31, 2024.

F-8

(6)	UNAUDITED PRO FORMA COMBINED CONSOLIDATED STATEMENT OF INCOME (LOSS) OF THE PARTNERSHIP

The unaudited pro forma combined consolidated statements of income (loss) for the nine-month period ended September 30, 2025 and the year ended December 31, 2024 were created through the combination of the historical consolidated statements of income (loss) of the partnership and the consolidated statement of operations of Geronimo (inclusive of the adjustments denoted in Note 4 to reconcile Geronimo’s historical consolidated financial statements to conform with the presentation policies of the partnership) adjusting for the effects of the Acquisition as if it had taken place on January 1, 2024 as follows:

a) Recognition of the estimated interest expense associated with non-recourse borrowings which bear interest at an interest rate of daily SOFR plus a margin, used to finance the Acquisition as outlined in Note 2.

b) Recognition of the tax impact of the pro forma adjustments on earnings.

c) Recognition of estimated transaction costs, which are non-recurring.

d) The weighted average number of limited partnership units used to calculate pro forma basic diluted earnings per limited partnership unit for the year ended December 31, 2024 and for the 9 month-period ended September 30, 2025 is 285.5 million and 284.2 million units respectively.

e) Reclassification adjustment to present Geronimo’s net income (loss) in alignment with the BEP structure by allocating amounts to non-controlling interests and limited partners’ equity, and to conform Geronimo’s financial statement line items to those of the partnership.

F-9

EX-99.4 5 d92758dex994.htm EX-99.4 EX-99.4

Exhibit 99.4

Consent of Independent Auditor

We consent to the incorporation by reference in Registration Statements (Nos. 333-282962, 333-277987, 333-277987-01, 333-277987-02, 333-277987-03, 333-277987-04, 333-277987-05 and 333-278523-01) on Form F-3 of Brookfield Renewable Partners L.P. of our report dated November 5, 2025, relating to the consolidated financial statements of NGV NGR Acquisition Co, LLC, appearing in this Current Report on Form 6-K dated November 6, 2025.

/s/ RSM US LLP

Minneapolis, MN

November 6, 2025