Clearway Energy (NYSE: CWEN) awards EVP new performance stock units
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Clearway Energy EVP and General Counsel Kevin P. Malcarney reported compensation-related equity activity on April 15, 2026. He received 4,643 Relative Performance Stock Units and 4,635 CAFD Performance Stock Units, each eligible to convert into Class C Common Stock on April 15, 2029 if specific total shareholder return or cash available for distribution per share targets are met.
On the same date, previously granted restricted stock units and relative performance stock units vested, including 7,086 relative performance stock units from a 2023 award. To cover tax obligations tied to these vestings and continued vesting eligibility, he surrendered several blocks of Class C Common Stock, including 6,945 shares related to relative performance stock units and additional smaller blocks tied to restricted stock units and retirement-eligibility vesting. After these transactions, he held 88,362 shares of Class C Common Stock directly.
Positive
- None.
Negative
- None.
Insider Trade Summary
9 transactions reported
Mixed
9 txns
Insider
Malcarney Kevin P.
Role
EVP, GEN COUNSEL AND CORP SECR
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Grant/Award | Relative Performance Stock Units | 4,643 | $0.00 | -- |
| Grant/Award | Performance Stock Units | 4,635 | $0.00 | -- |
| Tax Withholding | Class C Common Stock, par value $.01 per share | 1,014 | $0.00 | -- |
| Tax Withholding | Class C Common Stock, par value $.01 per share | 1,309 | $0.00 | -- |
| Tax Withholding | Class C Common Stock, par value $.01 per share | 1,103 | $0.00 | -- |
| Exercise | Class C Common Stock, par value $.01 per share | 7,086 | $0.00 | -- |
| Disposition | Class C Common Stock, par value $.01 per share | 6,945 | $0.00 | -- |
| Tax Withholding | Class C Common Stock, par value $.01 per share | 62 | $0.00 | -- |
| Grant/Award | Class C Common Stock, par value $.01 per share | 4,635 | $0.00 | -- |
Holdings After Transaction:
Relative Performance Stock Units — 4,643 shares (Direct);
Performance Stock Units — 4,635 shares (Direct);
Class C Common Stock, par value $.01 per share — 86,060 shares (Direct)
Footnotes (1)
- On April 15, 2023, Mr. Malcarney was issued 5,391 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, 1,801 shares vested. Mr. Malcarney 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 1,014 shares of Class C Common Stock to satisfy the grantee's tax withholding obligation. In connection with the vesting of the RSUs described above, 679 DERs converted to Class C Common Stock, resulting in the reporting person holding 5,305 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. On April 15, 2024, Mr. Malcarney was issued 7,859 RSUs under 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, 2,385 shares vested. Mr. Malcarney 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 1,309 shares of Class C Common Stock to satisfy the grantee's tax withholding obligation. In connection with the vesting of the RSUs described above, 449 DERs converted to Class C Common Stock, resulting in the reporting person holding 4,856 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. On April 15, 2025, Mr. Malcarney was issued 6,233 RSUs under 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, 2,075 shares vested. Mr. Malcarney 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 1,103 shares of Class C Common Stock to satisfy the grantee's tax withholding obligation. In connection with the vesting of the RSUs described above, 116 DERs converted to Class C Common Stock, resulting in the reporting person holding 4,740 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. Mr. Malcarney was issued 10,968 Relative Performance Stock Units ("RPSUs") under the LTIP on April 15, 2023. Based on the Company reaching a certain level of total shareholder return ("TSR"), 7,086 RPSUs vested on April 15, 2026. Mr. Malcarney was entitled to receive (i) a maximum of 16,452 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) 10,968 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"); provided, however, if TSR is less than negative twenty percent (-20%), the Company's TSR must be ranked at the 60th percentile relative to the Peer Group for the performance period to receive the Target award; or (iii) 2,742 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").The Reporting Person will not receive any shares of Common Stock if Company's TSR is below the 25th percentile. Mr. Malcarney elected to satisfy his tax obligation upon the exchange of common stock for RPSUs having a value on the date of the exchange equal to the withholding obligation. This form reflects the surrender of 6,945 shares of Class C Common Stock to satisfy the grantee's tax withholding obligation. In connection with the vesting of the RPSUs described above, a previously accrued 2,273 dividend equivalent rights ("DERs") converted to Class C Common Stock resulting in the reporting person holding 2,467 DERs that may only be settled in Class C Common Stock. DERs accrue on the reporting person's outstanding RSUs and RPSUs, which become exercisable proportionately with the RSUs and RPSUs to which they relate and may only be settled in Clearway Energy, Inc. Class C Common Stock. Each DER is the economic equivalent of one share of Clearway Energy, Inc. Class C Common Stock. Restricted Stock Unit (RSU) awards become eligible for continued vesting after a participant's Retirement, as defined in the LTIP, provided the award has been outstanding for one year. On April 15, 2026, Mr. Malcarney's RSUs granted on April 15, 2025 became eligible for continued vesting pursuant to the award agreement in the event Mr. Malcarney retires. Mr. Malcarney 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 associated with his eligibility for continued vesting of outstanding RSUs. This form reflects the surrender of 62 shares of Class C Common Stock to satisfy the grantee's tax withholding obligation. Represents RSUs issued to Mr. Malcarney under 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 4,643 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 6,964 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) 4,643 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) 1,160 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 4,635 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 4,635 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 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 9,270 shares of Class C Common Stock if Company's CAFD Per Share is at or above $2.77 for the performance period ("Maximum"); (ii) 4,635 shares of Class C Common Stock if the Company's CAFD Per Share is $2.65; or (iii) 2,317 shares of Common Stock if Company's CAFD Per Share is $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
New Relative Performance Stock Units: 4,643 units
New CAFD Performance Stock Units: 4,635 units
Maximum shares from RPSUs: 6,964 shares
+5 more
8 metrics
New Relative Performance Stock Units
4,643 units
Granted April 15, 2026; performance-based, settle April 15, 2029
New CAFD Performance Stock Units
4,635 units
Granted April 15, 2026; CAFD-based, settle April 15, 2029
Maximum shares from RPSUs
6,964 shares
If total shareholder return at or above 75th percentile
Maximum shares from CPSUs
9,270 shares
If CAFD Per Share is at or above $2.77
Vested RPSUs from 2023 grant
7,086 units
Vested April 15, 2026 based on total shareholder return
Shares surrendered for RPSU tax
6,945 shares
Class C Common Stock surrendered to satisfy tax obligation
Total tax-withholding disposals
3,488 shares
Class C Common Stock surrendered for RSU-related tax withholding
Post-transaction holdings
88,362 shares
Class C Common Stock held directly after April 15, 2026 transactions
Key Terms
Restricted Stock Units ("RSUs"), Relative Performance Stock Units ("RPSUs"), dividend equivalent rights, total shareholder return ("TSR"), +2 more
6 terms
Restricted Stock Units ("RSUs") financial
"On April 15, 2023, Mr. Malcarney was issued 5,391 Restricted Stock Units ("RSUs")"
Restricted stock units (RSUs) are a company promise to give an employee shares of stock (or cash equivalent) in the future, but only after certain conditions—usually staying with the company for a set time or hitting performance goals—are met. Investors watch RSUs because when they vest they increase the number of shares outstanding and can lead insiders to sell shares, affecting share price, company dilution and the true cost of employee pay.
Relative Performance Stock Units ("RPSUs") financial
"Mr. Malcarney was issued 10,968 Relative Performance Stock Units ("RPSUs") under the LTIP"
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.
Cash Available For Distribution Performance Stock Units ("CPSUs") financial
"The Reporting Person was issued 4,635 CAFD (Cash Available For Distribution) Performance Stock Units ("CPSUs")"
FAQ
What did Clearway Energy (CWEN) EVP Kevin Malcarney report in this Form 4?
He reported multiple equity compensation events on April 15, 2026, including new grants of performance-based stock units and vesting of earlier restricted and performance units, along with share surrenders to cover related tax withholding obligations, all in Clearway Energy Class C Common Stock.
How many new performance stock units did CWEN grant to Kevin Malcarney?
He received 4,643 Relative Performance Stock Units and 4,635 CAFD Performance Stock Units. These units may convert into Class C Common Stock on April 15, 2029, if Clearway Energy meets specified total shareholder return or cash available for distribution per share performance targets.
What performance conditions apply to Malcarney’s new Relative Performance Stock Units at CWEN?
The 4,643 Relative Performance Stock Units can convert into up to 6,964 Class C shares if total shareholder return reaches the maximum percentile level versus a defined peer group, with lower share outcomes at target and threshold levels and no shares if performance falls below the 25th percentile.
What performance conditions apply to Malcarney’s CAFD Performance Stock Units at CWEN?
The 4,635 CAFD Performance Stock Units can convert into up to 9,270 Class C shares if average CAFD Per Share reaches $2.77, with target payout at $2.65 and threshold payout at $2.50; no shares are issued if CAFD Per Share is below $2.50 over the performance period.
Did the Form 4 show open-market buying or selling by Kevin Malcarney?
No open-market purchases or sales were reported. The acquisitions were equity awards and performance-based units, while the dispositions were share surrenders to Clearway Energy to cover tax withholding and an issuer disposition, rather than discretionary market trades in the company’s stock.