Clearway Energy (CWEN) Form 4 shows 163,198 shares indirectly owned

Rhea-AI Filing Summary

BlackRock Portfolio Management LLC filed a Form 4 reporting an acquisition of 63,475 shares of Clearway Energy, Inc. (CWEN) on 10/01/2025 at a price of $29.84 per share. The filing explains the shares were withheld to satisfy tax withholding on restricted stock that vested under Clearway Energy Group's Long Term Equity Incentive Program.

Following the transaction, the Reporting Person reports beneficial ownership of 163,198 Class C common shares on an indirect basis through a chain of ownership involving Clearway Energy Group, GIP III Zephyr entities, and affiliated investment vehicles. The filing includes standard disclaimers that BlackRock and the GIP Entities disclaim beneficial ownership except to the extent of any pecuniary interest.

Positive

• 63,475 shares were acquired (withheld) rather than sold, indicating no reduction in reported position
• Transaction clearly disclosed with transaction date 10/01/2025 and price $29.84, providing transparent detail

Negative

• Indirect ownership via multiple entities could reduce clarity on who controls the economic interest
• Reporting parties expressly disclaim beneficial ownership except for pecuniary interest, limiting certainty about voting or control intentions

Insights

Securities Compliance Analyst

TL;DR: A tax-withholding share transfer was reported; filing includes standard indirect ownership disclosures.

The Form 4 shows an acquisition of 63,475 shares on 10/01/2025 at $29.84, described in the footnotes as shares withheld to satisfy tax obligations on vested restricted stock. This is an administrative bilateral change tied to employee compensation rather than an unsolicited market purchase.

The filing also details a layered ownership structure where 163,198 shares are reported as indirectly owned through Clearway Energy Group and related GIP entities, and the reporting parties expressly disclaim beneficial ownership except for any pecuniary interest.

Equity Ownership Specialist

TL;DR: Reported share increase is modest and arises from compensation mechanics, not new investment strategy.

The net effect is an increase of 63,475 shares reported as acquired; the transaction code and footnote identify the economic cause as tax withholding on vested restricted stock previously granted by Clearway Energy Group. The transaction price is listed as $29.84, matching the withholding value.

The ownership disclosure clarifies that several investment entities and named individuals are part of the ownership chain; all parties include disclaimers limiting beneficial ownership to pecuniary interests only.

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

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

1. Name and Address of Reporting Person^*

BlackRock Portfolio Management LLC

(Last) (First) (Middle)

50 HUDSON YARDS

(Street)

NEW YORK NY 10001

(City) (State) (Zip)

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)

3. Date of Earliest Transaction (Month/Day/Year)
10/01/2025

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

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

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

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	10/01/2025		J(1)		63,475	A	$29.84	163,198	I	See footnotes(2)(3)(4)

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

Explanation of Responses:

1. 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 LLC ("Clearway Energy Group") under its Long Term Equity Incentive Program to one or more of its employees

2. 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.

3. 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.

4. 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, 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 or for any other purpose.

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	10/03/2025
	** 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).
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FAQ

What did BlackRock report on the Form 4 for Clearway Energy (CWEN)?

BlackRock Portfolio Management LLC reported an acquisition of 63,475 Class C common shares of CWEN on 10/01/2025 at a price of $29.84 per share.

Why were the 63,475 shares acquired according to the filing?

The filing states the shares were withheld to satisfy tax withholding obligations related to the vesting of restricted stock previously granted under Clearway Energy Group's Long Term Equity Incentive Program.

How many Clearway Energy shares are reported as beneficially owned after the transaction?

The filing reports 163,198 Class C common shares as beneficially owned following the reported transaction, held on an indirect basis.

Does BlackRock claim direct beneficial ownership of the reported CWEN shares?

No. The filing includes disclaimers: BlackRock Portfolio Management LLC and the GIP Entities disclaim beneficial ownership except to the extent of any pecuniary interest.

When was the Form 4 signed and filed?

The Form 4 signature block shows the filing was signed by an authorized signatory on 10/03/2025.