Large Clearway Energy (NYSE: CWEN) insider restructures units and Class C stock

Filing Impact

(Very High)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

BlackRock Portfolio Management LLC, as a reporting person for Clearway Energy, Inc., reported several indirect, non‑market transactions involving Clearway Energy LLC units and Clearway Energy Class C Common Stock. The activity is primarily internal restructurings, equity grants and tax withholdings rather than open‑market buying or selling.

On March 31, 2026, 215,000 Class D Units of Clearway Energy LLC were converted into 215,000 shares of Class C Common Stock under an exchange agreement. On April 1, 2026, a restated exchange agreement changed 42,738,750 Class B Units from being exchangeable into Class A Common Stock to Class C Common Stock on a one‑for‑one basis without any purchase or sale of the units.

Footnotes explain that certain Class C Common Stock movements reflect restricted stock grants and related tax‑withholding for employees of Clearway Energy Group, and that BlackRock Portfolio Management LLC and related GIP entities disclaim beneficial ownership of the reported securities except to the extent of any pecuniary interest.

Insider Trade Summary

215,000 shares exercised/converted

Mixed 6 txns

Insider BlackRock Portfolio Management LLC

Role 10% Owner

Type	Security	Shares	Price	Value
Other	Class B Units of Clearway Energy LLC	42,738,750	$0.00	--
Other	Class B Units of Clearway Energy LLC	42,738,750	$0.00	--
Other	Class C Common Stock	99,661	$39.91	$3.98M
Other	Class C Common Stock	435,552	$39.91	$17.38M
Conversion	Class D Units of Clearway Energy LLC	215,000	$0.00	--
Conversion	Class C Common Stock	215,000	$0.00	--

Holdings After Transaction: Class B Units of Clearway Energy LLC — 0 shares (Indirect, See footnotes); Class C Common Stock — 482,841 shares (Indirect, See footnotes); Class D Units of Clearway Energy LLC — 41,361,142 shares (Indirect, See footnotes)

Footnotes (1)

Pursuant to a Second Amended and Restated Exchange Agreement, dated as of October 28, 2024, among the Issuer, Clearway Energy LLC and other parties thereto (the "Exchange Agreement"), the Class D Units of Clearway Energy LLC are exchangeable at any time for shares of Class C Common Stock on a one-for-one basis, subject to equitable adjustments for stock splits, stock dividends and reclassifications. Pursuant to the Exchange Agreement, as the holder exchanges the Class D Units for shares of Class C Common Stock, an equivalent number of shares of Class D Common Stock issued to the holder will automatically be canceled. Reflects the withholding of shares to satisfy tax withholding obligations in connection with the vesting of restricted stock of the Issuer previously granted by Clearway Energy Group under its Long Term Equity Incentive Program to one or more of its employees. Reflects grant of shares of restricted stock of the Issuer granted by Clearway Energy Group under its Long Term Equity Incentive Program to one or more of its employees. The Reporting Person has agreed to voluntarily disgorge any profits deemed realized from such transactions to the Issuer. Reflects securities held directly by Clearway Energy Group. Zephyr Holdings GP, LLC ("Zephyr GP") is the general partner of GIP III Zephyr Acquisition Partners, L.P. ("Zephyr") which is the sole member of Clearway Energy Group. Zephyr GP is owned by GIP III Zephyr Midco Holdings, L.P. ("Midco") and TotalEnergies Renewables USA, LLC. Global Infrastructure Investors III, LLC ("Global Investors") is the sole general partner of Global Infrastructure GP III, L.P. ("Global GP"), which is the general partner of Midco. As a result, each of Zephyr GP, Zephyr, Midco, Global GP and Global Investors (the "GIP Entities") may be deemed to share beneficial ownership of the securities owned by Clearway Energy Group. Adebayo Ogunlesi, Michael McGhee, Rajaram Rao, Deepak Agrawal, Julie Ashworth, Jonathan Bram, William Brilliant, Matthew Harris, Tom Horton, Sugam Mehta and Salim Samaha, as the voting members of the Investment Committee of Global Investors, may be deemed to share beneficial ownership of the Issuer securities beneficially owned by Global Investors. Such individuals expressly disclaim any such beneficial ownership. BlackRock Portfolio Management LLC and the GIP Entities disclaim beneficial ownership of the securities reported herein, except to the extent of their respective pecuniary interest therein, if any, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), BlackRock Portfolio Management LLC and the GIP Entities state that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the securities reported herein for purposes of Section 16 of the Exchange Act or for any other purpose. Pursuant to the Exchange Agreement, the Class B Units of Clearway Energy LLC were previously exchangeable at any time for shares of Class A Common Stock on a one-for-one basis, subject to equitable adjustments for stock splits, stock dividends and reclassifications. Pursuant to the Exchange Agreement, if the holder exchanged the Class B Units for shares of Class A Common Stock, an equivalent number of shares of Class B Common Stock issued to the holder would automatically be canceled. On April 1, 2026, the Issuer, Clearway Energy LLC and certain other parties entered into the Third Amended and Restated Exchange Agreement (the "Amended Exchange Agreement"), which amended and restated the Exchange Agreement. Pursuant to the Amended Exchange Agreement, the Class B Units of Clearway Energy LLC are exchangeable at any time for shares of Class C Common Stock (instead of Class A Common Stock) on a one-for-one basis, subject to equitable adjustments for stock splits, stock dividends and reclassifications. As the holder exchanges the Class B Units for shares of Class C Common Stock pursuant to the Amended Exchange Agreement, an equivalent number of shares of Class B Common Stock issued to the holder will automatically be canceled. This amendment and restatement did not involve any purchase or sale of Class B Units.

Key Figures

Class D Units converted: 215,000 units Class C shares received: 215,000 shares Class B Units affected: 42,738,750 units +4 more

7 metrics

Class D Units converted 215,000 units Converted into Class C Common Stock on March 31, 2026

Class C shares received 215,000 shares Issued upon Class D Unit conversion on March 31, 2026

Class B Units affected 42,738,750 units Now exchangeable into Class C Common Stock under amended agreement

Restructuring shares 86,012,713 shares/units Total shares and units involved in J‑code restructuring transactions

Class C stock price $39.91 per share Price associated with certain Class C Common Stock entries on April 1, 2026

Class D Units remaining 41,361,142 units Indirect Class D Units held after March 31, 2026 conversion

Class C shares after conversion 383,180 shares Indirect Class C Common Stock position after March 31, 2026

Key Terms

Exchange Agreement, Class B Units, Class C Common Stock, restricted stock, +2 more

6 terms

Exchange Agreement regulatory

"Pursuant to a Second Amended and Restated Exchange Agreement, dated as of October 28, 2024…"

Class B Units financial

"Pursuant to the Exchange Agreement, the Class B Units of Clearway Energy LLC were previously exchangeable…"

Class C Common Stock financial

"the Class D Units of Clearway Energy LLC are exchangeable at any time for shares of Class C Common Stock…"

A class C common stock is a type of company share that usually represents ownership but often carries limited or no voting power compared with other share classes. For investors, that matters because it can affect influence over company decisions and sometimes the stock’s price or dividend priority — think of it as owning a ticket to the same event but in a section with less say in how the event is run.

restricted stock financial

"Reflects the withholding of shares to satisfy tax withholding obligations in connection with the vesting of restricted stock…"

Shares granted to an individual that carry limits on transfer or sale until certain conditions are met, such as staying with the company for a set time or hitting performance targets. Think of them as a locked gift that gradually opens; for investors they matter because they affect how many shares may enter the market later, signal management incentives and potential dilution, and reveal confidence in future company performance.

tax withholding obligations financial

"Reflects the withholding of shares to satisfy tax withholding obligations in connection with the vesting of restricted stock…"

pecuniary interest regulatory

"disclaim beneficial ownership of the securities reported herein, except to the extent of their respective pecuniary interest therein…"

Form 4 Insider Transactions: What Each Field Means →

04/02/2026 - 06:33 PM

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

BlackRock Portfolio Management LLC

(Last)

(First)

(Middle)

50 HUDSON YARDS

(Street)

NEW YORK

10001

(City)

(State)

(Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Clearway Energy, Inc. [ CWEN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/31/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class C Common Stock	03/31/2026		C		215,000	A	⁽¹⁾	383,180	I	See footnotes⁽⁴⁾⁽⁵⁾⁽⁶⁾
Class C Common Stock	04/01/2026		J⁽²⁾		99,661	A	$39.91	482,841	I	See footnotes⁽⁴⁾⁽⁵⁾⁽⁶⁾
Class C Common Stock	04/01/2026		J⁽³⁾		435,552	D	$39.91	47,289	I	See footnotes⁽⁴⁾⁽⁵⁾⁽⁶⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class D Units of Clearway Energy LLC	⁽¹⁾	03/31/2026		C			215,000	⁽¹⁾	⁽¹⁾	Class C Common Stock	215,000	$0	41,361,142	I	See footnotes⁽⁴⁾⁽⁵⁾⁽⁶⁾
Class B Units of Clearway Energy LLC	⁽⁷⁾	04/01/2026		J⁽⁷⁾⁽⁸⁾			42,738,750	⁽⁷⁾	⁽⁷⁾	Class A Common Stock	42,738,750	⁽⁷⁾⁽⁸⁾	0	I	See footnotes⁽⁴⁾⁽⁵⁾⁽⁶⁾
Class B Units of Clearway Energy LLC	⁽⁸⁾	04/01/2026		J⁽⁷⁾⁽⁸⁾		42,738,750		⁽⁸⁾	⁽⁸⁾	Class C Common Stock	42,738,750	⁽⁷⁾⁽⁸⁾	42,738,750	I	See footnotes⁽⁴⁾⁽⁵⁾⁽⁶⁾

Explanation of Responses:

1. Pursuant to a Second Amended and Restated Exchange Agreement, dated as of October 28, 2024, among the Issuer, Clearway Energy LLC and other parties thereto (the "Exchange Agreement"), the Class D Units of Clearway Energy LLC are exchangeable at any time for shares of Class C Common Stock on a one-for-one basis, subject to equitable adjustments for stock splits, stock dividends and reclassifications. Pursuant to the Exchange Agreement, as the holder exchanges the Class D Units for shares of Class C Common Stock, an equivalent number of shares of Class D Common Stock issued to the holder will automatically be canceled.

2. Reflects the withholding of shares to satisfy tax withholding obligations in connection with the vesting of restricted stock of the Issuer previously granted by Clearway Energy Group under its Long Term Equity Incentive Program to one or more of its employees.

3. Reflects grant of shares of restricted stock of the Issuer granted by Clearway Energy Group under its Long Term Equity Incentive Program to one or more of its employees. The Reporting Person has agreed to voluntarily disgorge any profits deemed realized from such transactions to the Issuer.

4. Reflects securities held directly by Clearway Energy Group. Zephyr Holdings GP, LLC ("Zephyr GP") is the general partner of GIP III Zephyr Acquisition Partners, L.P. ("Zephyr") which is the sole member of Clearway Energy Group. Zephyr GP is owned by GIP III Zephyr Midco Holdings, L.P. ("Midco") and TotalEnergies Renewables USA, LLC. Global Infrastructure Investors III, LLC ("Global Investors") is the sole general partner of Global Infrastructure GP III, L.P. ("Global GP"), which is the general partner of Midco. As a result, each of Zephyr GP, Zephyr, Midco, Global GP and Global Investors (the "GIP Entities") may be deemed to share beneficial ownership of the securities owned by Clearway Energy Group.

5. Adebayo Ogunlesi, Michael McGhee, Rajaram Rao, Deepak Agrawal, Julie Ashworth, Jonathan Bram, William Brilliant, Matthew Harris, Tom Horton, Sugam Mehta and Salim Samaha, as the voting members of the Investment Committee of Global Investors, may be deemed to share beneficial ownership of the Issuer securities beneficially owned by Global Investors. Such individuals expressly disclaim any such beneficial ownership.

6. BlackRock Portfolio Management LLC and the GIP Entities disclaim beneficial ownership of the securities reported herein, except to the extent of their respective pecuniary interest therein, if any, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), BlackRock Portfolio Management LLC and the GIP Entities state that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the securities reported herein for purposes of Section 16 of the Exchange Act or for any other purpose.

7. Pursuant to the Exchange Agreement, the Class B Units of Clearway Energy LLC were previously exchangeable at any time for shares of Class A Common Stock on a one-for-one basis, subject to equitable adjustments for stock splits, stock dividends and reclassifications. Pursuant to the Exchange Agreement, if the holder exchanged the Class B Units for shares of Class A Common Stock, an equivalent number of shares of Class B Common Stock issued to the holder would automatically be canceled.

8. On April 1, 2026, the Issuer, Clearway Energy LLC and certain other parties entered into the Third Amended and Restated Exchange Agreement (the "Amended Exchange Agreement"), which amended and restated the Exchange Agreement. Pursuant to the Amended Exchange Agreement, the Class B Units of Clearway Energy LLC are exchangeable at any time for shares of Class C Common Stock (instead of Class A Common Stock) on a one-for-one basis, subject to equitable adjustments for stock splits, stock dividends and reclassifications. As the holder exchanges the Class B Units for shares of Class C Common Stock pursuant to the Amended Exchange Agreement, an equivalent number of shares of Class B Common Stock issued to the holder will automatically be canceled. This amendment and restatement did not involve any purchase or sale of Class B Units.

Remarks:

In accordance with SEC Release No. 34-39538 (January 12, 1998), BlackRock Portfolio Management LLC is reporting Issuer securities beneficially owned, or deemed to be beneficially owned, by certain business units (collectively, the "Reporting Business Units") of BlackRock, Inc. and its subsidiaries and affiliates. This filing does not include Issuer securities, if any, beneficially owned by other business units whose beneficial ownership of securities is disaggregated from that of the Reporting Business Units in accordance with such release.

	BlackRock Portfolio Management LLC By: /s/ Julie Ashworth, Authorized Signatory	04/02/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did BlackRock Portfolio Management LLC report for CWEN?

BlackRock Portfolio Management LLC reported indirect, non‑market transactions for Clearway Energy, including a 215,000‑unit conversion of Class D Units into Class C Common Stock and large structural changes to 42,738,750 Class B Units’ exchange rights, plus employee restricted stock grants and related tax‑withholding adjustments.

Did the CWEN Form 4 show any open-market buying or selling of stock?

The Form 4 does not report any open‑market purchases or sales. Instead, it details derivative conversions, changes to exchange rights for 42,738,750 Class B Units, and non‑market equity movements tied to employee restricted stock grants and associated tax‑withholding obligations at Clearway Energy Group.

What was the Class D Unit conversion disclosed for Clearway Energy (CWEN)?

The filing shows 215,000 Class D Units of Clearway Energy LLC converted into 215,000 shares of Class C Common Stock on March 31, 2026. This occurred under an exchange agreement that allows one‑for‑one exchanges, with corresponding Class D Common Stock automatically canceled as units are exchanged.

How did the exchange rights for CWEN Class B Units change on April 1, 2026?

On April 1, 2026, a Third Amended and Restated Exchange Agreement made 42,738,750 Class B Units exchangeable into Class C Common Stock instead of Class A Common Stock, on a one‑for‑one basis. The amendment did not involve any purchase or sale of the Class B Units themselves.

Who actually holds the Clearway Energy securities reported in this Form 4?

Footnotes state the securities are held directly by Clearway Energy Group, which is ultimately controlled through several GIP‑related entities. BlackRock Portfolio Management LLC and these GIP entities may be deemed to share beneficial ownership but expressly disclaim it except for any pecuniary interest they may have.

What do the restricted stock and tax withholding entries mean for CWEN?

The filing notes restricted stock of Clearway Energy granted to employees under Clearway Energy Group’s Long Term Equity Incentive Program and related share withholding to cover taxes. These are compensation and tax events, not open‑market trades, and reported profits will be voluntarily disgorged to the issuer.