Clearway Energy (NYSE: CWEN) CEO receives major performance-based stock awards

Rhea-AI Filing Summary

Clearway Energy, Inc.’s President & CEO Craig Cornelius reported new equity compensation and related tax withholding events. On April 15, 2026, he received grants of 31,096 Relative Performance Stock Units (RPSUs) and 31,040 CAFD Performance Stock Units (CPSUs) under the company’s long-term incentive plan.

The RPSUs may convert on April 15, 2029 into up to 46,644 shares of Class C common stock based on relative total shareholder return, while the CPSUs may convert into up to 62,080 shares based on average CAFD per share performance. In connection with previously granted RSUs vesting, 5,547 Class C shares were surrendered to cover tax obligations, and Cornelius now holds 361,858 Class C shares directly, plus RSUs and dividend equivalent rights that settle in Class C stock.

Insider Trade Summary

4 transactions reported

Mixed 4 txns

Insider Cornelius Craig

Role President & CEO

Type	Security	Shares	Price	Value
Grant/Award	Relative Performance Stock Units	31,096	$0.00	--
Grant/Award	Performance Stock Units	31,040	$0.00	--
Tax Withholding	Class C Common Stock, par value $.01 per share	5,547	$0.00	--
Grant/Award	Class C Common Stock, par value $.01 per share	31,040	$0.00	--

Holdings After Transaction: Relative Performance Stock Units — 31,096 shares (Direct); Performance Stock Units — 31,040 shares (Direct); Class C Common Stock, par value $.01 per share — 330,818 shares (Direct)

Footnotes (1)

1. On April 15, 2025, Mr. Cornelius was issued 31,218 Restricted Stock Units ("RSUs") by Clearway Energy, Inc. (f/k/a NRG Yield, Inc.) under Clearway Energy Inc.'s Amended and Restated 2013 Equity Incentive Plan (the "LTIP"). These RSUs vest ratably over a three-year period beginning on the first anniversary of the date of the grant. Each RSU is equivalent in value to one share of Class C Common Stock of Clearway Energy Inc., par value $.01 per share. On April 15, 2026, 10,406 shares vested. Mr. Cornelius elected to satisfy his tax obligation upon the exchange of common stock for RSUs having a value on the date of the exchange equal to the withholding obligation. This form reflects the surrender of 5,547 shares of Class C Common Stock to satisfy the grantee's tax withholding obligation. In connection with the vesting of the RSUs described above, 583 DERs converted to Class C Common Stock, resulting in the reporting person holding 15,154 dividend equivalent rights that may only be settled in Class C Common Stock. Dividend equivalent rights accrue on the reporting person's restricted stock, which become exercisable proportionately with the restricted stock units to which they relate and may only be settled in Clearway Energy, Inc. Class C Common Stock. Each dividend equivalent right is the economic equivalent of one share of Clearway Energy, Inc. Class C Common Stock. Represents Restricted Stock Unites ("RSUs") issued to Mr. Cornelius by Clearway Energy, Inc. (f/k/a NRG Yield, Inc.) under Clearway Energy Inc.'s Amended and Restated 2013 Equity Incentive Plan (the "LTIP"). Each RSU is equivalent in value to one share of Clearway Energy, Inc.'s Class C Common Stock, par value $.01 per share. The Reporting Person will receive from Clearway Energy, Inc. one such share of Class C Common Stock for each RSU that will vest ratably over a three-year period beginning on the first anniversary of the date of the grant. The Reporting Person was issued 31,096.00 Relative Performance Stock Units ("RPSUs") by Clearway Energy, Inc. under the LTIP on April 15, 2026. The RPSUs will convert to shares of Clearway Energy, Inc. Class C Common Stock on April 15, 2029 only in the event the Company has achieved a certain level of total shareholder return ("TSR") relative to the Peer Group (defined below) over a three-year performance period. The number of shares of Common Stock that the Reporting Person may receive is interpolated for TSR falling between Threshold, Target, and Maximum levels as described below. Reporting Person will receive (i) a maximum of 46,644 shares of Class C Common Stock if Company's TSR is ranked at or above the 75th percentile relative to a peer group of companies approved by the Company's Compensation Committee (the "Peer Group") for the performance period ("Maximum"); (ii) 31,096 shares of Class C Common Stock if Company's TSR is ranked at the 50th percentile relative to the Peer Group for the performance period (the "Target"); or (iii) 7,774 shares of Common Stock if Company's TSR is ranked at the 25th percentile relative to the Peer Group for the performance period (the "Threshold"). However, if the Company's absolute TSR for the performance period is less than zero percent (0%), the Reporting Person will receive no more than 31,096 shares of Class C Common Stock. The Reporting Person will not receive any shares of Common Stock if Company's TSR is below the 25th percentile. The Reporting Person was issued 31,040 CAFD (Cash Available For Distribution) Performance Stock Units ("CPSUs") by Clearway Energy, Inc. under the LTIP on April 15, 2026. The CPSUs will convert to shares of Clearway Energy, Inc. Class C Common Stock on April 15, 2029 only in the event the Company has achieved a certain level of average CAFD Per Share over each of the three fiscal years of a three-year performance period. The number of shares of Common Stock that the Reporting Person may receive is interpolated for CAFD Per Share falling between Threshold, Target, and Maximum levels as described below. Reporting Person will receive (i) a maximum of 62,080 shares of Class C Common Stock if Company's CAFD Per Share is ranked at or above $2.77 for the performance period ("Maximum"); (ii) 31,040 shares of Class C Common Stock if the Company's CAFD Per Share is ranked at $2.65; or (iii) 15,520 shares of Common Stock if Company's CAFD Per Share is ranked at $2.50 (the "Threshold"). The Reporting Person will not receive any shares of Class C Common Stock if the Company's CAFD Per Share is below $2.50.

Key Figures

RPSU grant: 31,096 units RPSU maximum payout: 46,644 shares CPSU grant: 31,040 units +5 more

8 metrics

RPSU grant 31,096 units Relative Performance Stock Units granted on April 15, 2026

RPSU maximum payout 46,644 shares Maximum Class C shares if TSR at or above 75th percentile

CPSU grant 31,040 units CAFD Performance Stock Units granted on April 15, 2026

CPSU maximum payout 62,080 shares Maximum Class C shares if CAFD per share reaches $2.77

Tax withholding shares 5,547 shares Class C shares surrendered to cover tax obligation

Direct Class C holdings 361,858 shares Shares held directly after April 15, 2026 transactions

Vested RSU shares 10,406 shares Shares vested from 31,218 RSUs on April 15, 2026

Dividend equivalent rights 15,154 rights DERs remaining, each equal to one Class C share

Key Terms

Relative Performance Stock Units, Dividend equivalent rights, CAFD (Cash Available For Distribution) Performance Stock Units, total shareholder return, +2 more

6 terms

Relative Performance Stock Units financial

"The Reporting Person was issued 31,096.00 Relative Performance Stock Units ("RPSUs")"

Relative performance stock units are a type of share-based pay that vests and pays out only if the company’s stock does better or worse than a predefined group of peers or a market benchmark over a set period. Imagine a race where rewards depend not on finishing time alone but on beating the other runners; for investors this matters because it links executives’ pay to competitive results and can dilute shares if large payouts occur.

Dividend equivalent rights financial

"dividend equivalent rights accrue on the reporting person's restricted stock"

Dividend equivalent rights are promises that mirror the cash payments shareholders get from a company’s profits, but they are paid to holders of certain awards (like stock options or restricted stock units) rather than to actual shares. Think of them as a paycheck top‑up that matches dividends while the award is not yet a real stock, and they matter to investors because they add to employee compensation costs and potential share dilution, affecting company profitability and per‑share value.

CAFD (Cash Available For Distribution) Performance Stock Units financial

"was issued 31,040 CAFD (Cash Available For Distribution) Performance Stock Units ("CPSUs")"

total shareholder return financial

"only in the event the Company has achieved a certain level of total shareholder return"

Total shareholder return is the overall gain an investor gets from owning a stock, combining changes in the share price plus any cash payouts like dividends, and assuming those payouts are reinvested in more shares. Investors use it like a single score that shows the true return on their investment—similar to checking both the growth of a savings account and the interest earned—to compare how well different companies or investments perform over time.

Restricted Stock Units (RSUs) financial

"Mr. Cornelius was issued 31,218 Restricted Stock Units ("RSUs")"

Restricted stock units (RSUs) are a type of company promise to give employees shares of stock in the future, usually after certain conditions like working for a set time. They are like a gift promised today that you receive later, which can become valuable if the company's stock price goes up. RSUs matter because they are a way companies reward employees and can be a significant part of compensation.

withholding obligation financial

"shares of Class C Common Stock to satisfy the grantee's tax withholding obligation"

Form 4 Insider Transactions: What Each Field Means →

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^*

Cornelius Craig

(Last) (First) (Middle)

CLEARWAY ENERGY, INC.

300 CARNEGIE CENTER, SUITE 300

(Street)

PRINCETON NEW JERSEY 08540

(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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/15/2026

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)
			Code	V	Amount	(A) or (D)	Price
Class C Common Stock, par value $.01 per share	04/15/2026		F		5,547	D	(1)	330,818(2)	D
Class C Common Stock, par value $.01 per share	04/15/2026		A		31,040(3)	A	(4)	361,858(5)	D

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Relative Performance Stock Units	(6)	04/15/2026		A		31,096		04/15/2029	04/15/2029	Class C Common Stock, par value $.01 per share	46,644	$0	31,096(7)	D
Performance Stock Units	(8)	04/15/2026		A		31,040		04/15/2029	04/15/2029	Class C Common Stock, par value $.01 per share	62,080	$0	31,040(9)	D

Explanation of Responses:

1. On April 15, 2025, Mr. Cornelius was issued 31,218 Restricted Stock Units ("RSUs") by Clearway Energy, Inc. (f/k/a NRG Yield, Inc.) under Clearway Energy Inc.'s Amended and Restated 2013 Equity Incentive Plan (the "LTIP"). These RSUs vest ratably over a three-year period beginning on the first anniversary of the date of the grant. Each RSU is equivalent in value to one share of Class C Common Stock of Clearway Energy Inc., par value $.01 per share. On April 15, 2026, 10,406 shares vested. Mr. Cornelius elected to satisfy his tax obligation upon the exchange of common stock for RSUs having a value on the date of the exchange equal to the withholding obligation. This form reflects the surrender of 5,547 shares of Class C Common Stock to satisfy the grantee's tax withholding obligation.

2. In connection with the vesting of the RSUs described above, 583 DERs converted to Class C Common Stock, resulting in the reporting person holding 15,154 dividend equivalent rights that may only be settled in Class C Common Stock. Dividend equivalent rights accrue on the reporting person's restricted stock, which become exercisable proportionately with the restricted stock units to which they relate and may only be settled in Clearway Energy, Inc. Class C Common Stock. Each dividend equivalent right is the economic equivalent of one share of Clearway Energy, Inc. Class C Common Stock.

3. Represents Restricted Stock Unites ("RSUs") issued to Mr. Cornelius by Clearway Energy, Inc. (f/k/a NRG Yield, Inc.) under Clearway Energy Inc.'s Amended and Restated 2013 Equity Incentive Plan (the "LTIP").

4. Each RSU is equivalent in value to one share of Clearway Energy, Inc.'s Class C Common Stock, par value $.01 per share.

5. The Reporting Person will receive from Clearway Energy, Inc. one such share of Class C Common Stock for each RSU that will vest ratably over a three-year period beginning on the first anniversary of the date of the grant.

6. The Reporting Person was issued 31,096.00 Relative Performance Stock Units ("RPSUs") by Clearway Energy, Inc. under the LTIP on April 15, 2026. The RPSUs will convert to shares of Clearway Energy, Inc. Class C Common Stock on April 15, 2029 only in the event the Company has achieved a certain level of total shareholder return ("TSR") relative to the Peer Group (defined below) over a three-year performance period. The number of shares of Common Stock that the Reporting Person may receive is interpolated for TSR falling between Threshold, Target, and Maximum levels as described below.

7. Reporting Person will receive (i) a maximum of 46,644 shares of Class C Common Stock if Company's TSR is ranked at or above the 75th percentile relative to a peer group of companies approved by the Company's Compensation Committee (the "Peer Group") for the performance period ("Maximum"); (ii) 31,096 shares of Class C Common Stock if Company's TSR is ranked at the 50th percentile relative to the Peer Group for the performance period (the "Target"); or (iii) 7,774 shares of Common Stock if Company's TSR is ranked at the 25th percentile relative to the Peer Group for the performance period (the "Threshold"). However, if the Company's absolute TSR for the performance period is less than zero percent (0%), the Reporting Person will receive no more than 31,096 shares of Class C Common Stock. The Reporting Person will not receive any shares of Common Stock if Company's TSR is below the 25th percentile.

8. The Reporting Person was issued 31,040 CAFD (Cash Available For Distribution) Performance Stock Units ("CPSUs") by Clearway Energy, Inc. under the LTIP on April 15, 2026. The CPSUs will convert to shares of Clearway Energy, Inc. Class C Common Stock on April 15, 2029 only in the event the Company has achieved a certain level of average CAFD Per Share over each of the three fiscal years of a three-year performance period. The number of shares of Common Stock that the Reporting Person may receive is interpolated for CAFD Per Share falling between Threshold, Target, and Maximum levels as described below.

9. Reporting Person will receive (i) a maximum of 62,080 shares of Class C Common Stock if Company's CAFD Per Share is ranked at or above $2.77 for the performance period ("Maximum"); (ii) 31,040 shares of Class C Common Stock if the Company's CAFD Per Share is ranked at $2.65; or (iii) 15,520 shares of Common Stock if Company's CAFD Per Share is ranked at $2.50 (the "Threshold"). The Reporting Person will not receive any shares of Class C Common Stock if the Company's CAFD Per Share is below $2.50.

	/s/ Kevin P. Malcarney, Attorney-in-Fact	04/17/2026
	** 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)

FAQ

What equity awards did Clearway Energy (CWEN) CEO Craig Cornelius receive?

Craig Cornelius received 31,096 Relative Performance Stock Units and 31,040 CAFD Performance Stock Units on April 15, 2026. These awards may convert into Class C common shares in 2029 if Clearway meets specified total shareholder return and CAFD per share performance targets.

How many Clearway Energy (CWEN) shares could the new performance units deliver?

The RPSUs can deliver up to 46,644 Class C shares at maximum total shareholder return, while the CPSUs can deliver up to 62,080 shares at maximum CAFD per share. Actual shares issued will depend on performance versus threshold, target, and maximum levels.

What happened with Craig Cornelius’s tax withholding shares at Clearway Energy (CWEN)?

When 10,406 RSU shares vested on April 15, 2026, 5,547 Class C shares were surrendered to satisfy tax withholding obligations. This was a non-market, F-code disposition, reflecting payment of tax liabilities rather than an open-market sale of Clearway Energy stock.

How many Clearway Energy (CWEN) Class C shares does the CEO hold after these transactions?

Following the April 15, 2026 transactions, Craig Cornelius directly holds 361,858 shares of Clearway Energy Class C common stock. He also continues to hold restricted stock units and dividend equivalent rights that are economically equivalent to additional Class C shares.

What performance conditions apply to the Clearway Energy (CWEN) RPSUs granted to the CEO?

The RPSUs convert to shares on April 15, 2029 only if Clearway’s total shareholder return meets set percentiles versus an approved peer group. Maximum 46,644 shares vest at or above the 75th percentile; below the 25th percentile earns no shares.

What CAFD per share levels determine CPSU payouts at Clearway Energy (CWEN)?

CPSU payouts depend on average CAFD per share over three fiscal years. A level of $2.77 yields a maximum 62,080 shares, $2.65 yields 31,040 shares, and $2.50 yields 15,520 shares, with no shares issued if CAFD per share falls below $2.50.