[SCHEDULE 13D/A] Clearway Energy, Inc. SEC Filing

Rhea-AI Filing Summary

BlackRock Portfolio Management LLC filed Amendment No. 1 to a Schedule 13D reporting its beneficial ownership in Clearway Energy, Inc. for both Class A and Class C common stock. The cover page reports 42,824,670 shares beneficially owned (reported as 55.4% of the Class A cover page calculation). The filing discloses that, collectively, Reporting Business Units and affiliated GIP Entities hold sizable positions across classes, including 42,489,448 shares of Class C Common Stock (stated as 34.0% of Class C). The amendment clarifies sources of funds, that many holdings are held for investment by advisory clients, and identifies short positions and cash-settled swaps that create economic exposure but are disclaimed as beneficial ownership. It also references transactions during the prior 60 days and includes exhibits such as a Power of Attorney and annexes listing transactions.

Positive

• Comprehensive disclosure of aggregate holdings across Class A and Class C shares, including breakdowns and percentages
• Transparent description of derivative positions and securities lending that clarify economic exposure versus voting power
• Inclusion of recent transactions (60-day trade annex) and exhibits, improving traceability of position changes

Negative

• Potential control concentration indicated by large stakes (55.4% on Class A cover page and 34.0% of Class C disclosed), which may raise governance concerns
• Complex ownership structure (multiple business units, advisory client holdings, GIP Entities, exchangeable units) could obscure effective voting influence without further detail

Insights

Securities Analyst

TL;DR: BlackRock reports controlling economic stakes across Clearway classes with derivatives and short exposures disclosed.

The filing confirms BlackRock Portfolio Management LLC, acting with delegated authority, reports large beneficial positions: 42.8M shares reflected on the Class A cover page (55.4%) and 42.49M Class C shares disclosed separately (34.0%). The amendment distinguishes direct beneficial ownership from client-advised holdings and discloses economic positions via short sales and cash-settled swaps that do not convey voting power. This level of disclosed ownership and the mix of instruments is material for governance and liquidity considerations because it clarifies both voting/control potential and economic exposure.

Corporate Governance Expert

TL;DR: Significant stakes across share classes warrant attention to voting influence and disclosure completeness.

The amendment provides detail on allocation among Business Units and GIP Entities, notes exchangeable units that can convert one-for-one into Class A and Class C shares, and expressly disclaims beneficial ownership for loaned shares and derivative-based exposures. From a governance perspective, the filing is informative: it highlights potential voting concentration and the presence of lending and derivative programs, while documenting that some economic exposures lack voting rights. These distinctions are important when assessing the holder's practical influence on corporate decisions.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

Clearway Energy, Inc.

(Name of Issuer)

Class A common stock; Class C common stock

(Title of Class of Securities)

18539C105

(CUSIP Number)

Julie Ashworth
BlackRock, Inc., 50 Hudson Yards,
New York, NY, 10001
(212) 810-5800

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

09/12/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 18539C105

1

Name of reporting person

BlackRock Portfolio Management LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 42,824,670.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 42,824,670.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

42,824,670.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

55.4 %

14

Type of Reporting Person (See Instructions)

HC

Comment for Type of Reporting Person:

This Schedule 13D relates to the following classes of securities of Clearway Energy, Inc., a Delaware corporation: Class A Common Stock with CUSIP No. 18539C105 and Class C Common Stock with CUSIP No. 18539C204. Due to the Edgar XML filing requirements, cover pages are limited to one class of security. The cover page of this Schedule 13D filing relates to the Class A Common Stock. Rows (7), (9) and (11) equal 42,489,448 shares of Class C Common Stock and row (13) equals 34.0% of the Class C Common Stock. This comment shall serve as full disclosure of the beneficial ownership of all classes of securities of the Issuer registered pursuant to Section 12(b) of the Act.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Class A common stock; Class C common stock
(b)	Name of Issuer: Clearway Energy, Inc.
(c)	Address of Issuer's Principal Executive Offices: 300 Carnegie Center, Suite 300, Princeton, NEW JERSEY , 08540.
Item 1 Comment: Explanatory Note: This Amendment No. 1 ("Amendment No. 1") to Schedule 13D amends and supplements the statement on Schedule 13D originally filed with the United States Securities and Exchange Commission ("SEC") on January 30, 2025 (as amended the "Schedule 13D"). Capitalized terms used but not defined herein shall have the meanings attributed to them in the Schedule 13D.
Item 2.	Identity and Background
(a)	Item 2 of the Schedule 13D is hereby amended and restated to include the updated Annex A attached hereto, which is incorporated herein by reference.
Item 3.	Source and Amount of Funds or Other Consideration
	Item 3 of the Schedule 13D is hereby amended and supplemented as follows: The information set forth or incorporated by reference in Item 5 of this Schedule 13D is incorporated by reference in its entirety into this Item 3. BPM has been delegated authority to file this Schedule 13D with respect to the 42,760,591 shares of Class A Common Stock and 41,675,865 shares of Class C Common Stock beneficially owned by the GIP Entities. Certain of BlackRock's Advisory Subsidiaries in their capacity as investment advisers to certain client accounts, held beneficial ownership of shares of Class A Common Stock and shares of Class C Common Stock. Such acquisitions were made for investment purposes with available funds of the applicable client accounts in the ordinary course of business of the Advisory Subsidiaries. As of the date hereof, BPM has been delegated authority to file this Schedule 13D with respect to the 64,079 shares of Class A Common Stock and 813,583 shares of Class C Common Stock (the "Reporting Advisory Shares") beneficially owned by the Reporting Advisory Subsidiaries as of September 12, 2025, which were acquired for an aggregate purchase price of approximately $1,485,141 and $16,199,750, respectively. Transactions made for investment purposes in the ordinary course of business of the Reporting Advisory Subsidiaries are undertaken solely for the benefit of the applicable client account and are independent from the strategic relationship with and investment in the Issuer made by the GIP Entities for their own accounts. During the last 60 days, Clearway Energy Group has acquired 5,189 shares of Class C Common Stock in connection with the forfeiture of shares of restricted stock of the Issuer previously granted to certain Clearway Energy Group employees due to termination of service.
Item 5.	Interest in Securities of the Issuer
(a)	Items 5 (a)-(c) of the Schedule 13D are hereby amended and restated as follows: The responses of BPM to Rows (11) and (13) of the cover page of this Schedule 13D are incorporated herein by reference. None of the Covered Persons beneficially owns any shares of Class A Common Stock or Class C Common Stock. The aggregate percentages of shares of Class A Common Stock and Class C Common Stock reported as beneficially owned by the Reporting Business Units were calculated based on 34,613,853 and 83,263,747 shares of Class A Common Stock and Class C Common Stock, respectively, issued and outstanding as of July 31, 2025, as disclosed in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on August 6, 2025, plus 42,738,750 Class B units and 41,576,142 Class D units beneficially owned by the GIP Entities, as of September 12, 2025, and exchangeable at any time for shares of Class A Common Stock, and shares of Class C Common Stock, in each case, on a one-for-one basis, respectively.
(b)	The responses of BPM to Rows (7) through (10) of the cover page of this Schedule 13D are incorporated herein by reference.
(c)	Annex B, attached hereto, sets forth the transactions that were effected by the Reporting Business Units in the Class A Common Stock and Class C Common Stock during the 60-day period ended September 12, 2025. The transactions in the Class A Common Stock and Class C Common Stock described on Annex B were effected on securities exchanges unless otherwise indicated therein.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Item 6 of the Schedule 13D is hereby amended and supplemented as follows: Accounts managed by the Reporting Business Units have entered into short positions (the "Short Positions") with respect to 159,630 shares of Class C Common Stock (representing economic exposure to approximately 0.2% of the total issued and outstanding shares of Class C Common Stock, as of September 12, 2025). The Short Positions provide the Reporting Business Units with economic results that are opposite to the economic results of ownership. The lenders of the Short Positions are unaffiliated third-party financial institutions. BPM and the Reporting Business Units hereby expressly disclaim beneficial ownership of the shares of Class C Common Stock that are the subject of the Short Positions. Additionally, Accounts managed by the Reporting Business Units have entered into notional principal amount derivative agreements (the "Long Derivative Agreements") in the form of cash-settled swaps with respect to 76,723 shares of Class A Common Stock (representing economic exposure to approximately 0.2% of the total issued and outstanding shares of Class A Common Stock as of September 12, 2025). The Long Derivative Agreements provide such holder with economic results that are comparable to the economic results of ownership but do not provide it with the power to vote or direct the voting or dispose of or direct the disposition of the shares of Class A Common Stock that are the subject of the Long Derivative Agreements. BPM and the Reporting Business Units hereby expressly disclaim beneficial ownership of the shares of Class A Common Stock that are the subject of the Long Derivative Agreements. The counterparties to the Long Derivative Agreements are unaffiliated third-party financial institutions. In addition, accounts managed by the Reporting Business Units have entered into notional principal amount derivative agreements (the "Short Derivative Agreements") in the form of cash-settled swaps with respect to 41,213 shares of Class C Common Stock (representing economic exposure to less than 0.1% of the total issued and outstanding shares of Class C Common Stock as of September 12, 2025). The Short Derivative Agreements provide such holder with economic results that are opposite to the economic results of ownership but do not provide it with the power to vote or direct the voting or dispose of or direct the disposition of the shares of Class C Common Stock that are the subject of the Short Derivative Agreements. BPM and the Reporting Business Units hereby expressly disclaim beneficial ownership of the shares of Class C Common Stock that are the subject of the Short Derivative Agreements. The counterparties to the Short Derivative Agreements are unaffiliated third-party financial institutions. Except as set forth in this Schedule 13D, there are no contracts, arrangements, understandings or relationships between BPM and any other person with respect to any securities of the Issuer or among the Reporting Business Units, including but not limited to transfer or voting of any securities of the Issuer, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies (other than the transfer of voting rights with respect to the shares of Class A Common Stock and the shares of Class C Common Stock that are loaned out in the ordinary course of certain Reporting Business Units' securities lending programs).
Item 7.	Material to be Filed as Exhibits.
	Item 7 of the Schedule 13D is hereby amended and supplemented to include the following exhibits: Exhibit 13: Power of Attorney, dated July 1, 2025, relating to BPM. Annex A Annex B

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

BlackRock Portfolio Management LLC

Signature:	/s/ Julie Ashworth
Name/Title:	Attorney-in-Fact
Date:	09/16/2025

FAQ

How many Class A shares does BlackRock Portfolio Management LLC report owning in CWEN?

The cover page reports 42,824,670 shares as the aggregate amount reflected for the filing, shown as 55.4% on the Class A cover page calculation.

What percentage of CWEN Class C common stock is disclosed in this filing?

The filing discloses 42,489,448 shares of Class C Common Stock, noted as representing 34.0% of the Class C shares in the amendment comment.

Does the filing indicate any derivative or short positions in CWEN?

Yes. It discloses short positions on 159,630 Class C shares, long cash-settled swaps on 76,723 Class A shares, and short cash-settled swaps on 41,213 Class C shares.

Are all disclosed holdings directly beneficially owned by BlackRock entities?

No. The filing states many holdings are held by advisory subsidiaries for client accounts and that certain derivative and loaned-share positions are expressly disclaimed as beneficial ownership.

Does the amendment include transaction details for recent trades?

Yes. Annex B is referenced as listing transactions in Class A and Class C securities during the 60-day period ended September 12, 2025.