Clearway Energy (NYSE: CWEN) CFO reports new PSU grants and tax-share surrenders
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Clearway Energy, Inc. EVP and CFO Sarah Rubenstein reported multiple compensation-related equity transactions. On April 15, 2026 she received 4,651 Relative Performance Stock Units and 4,643 CAFD-based Performance Stock Units, each tied to three-year performance goals and potentially delivering up to 6,976 and 9,286 Class C shares, respectively.
That same day, previously granted restricted and performance units vested, leading to the exercise of 6,629 Relative Performance Stock Units into Class C Common Stock and several share surrenders to cover tax obligations. After these awards, vestings, tax-withholding dispositions, and an additional 4,643-share award of Class C Common Stock, she directly holds 51,105 Class C shares.
Positive
- None.
Negative
- None.
Insider Trade Summary
9 transactions reported
Mixed
9 txns
Insider
Rubenstein Sarah
Role
EVP AND CFO
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Grant/Award | Relative Performance Stock Units | 4,651 | $0.00 | -- |
| Grant/Award | Performance Stock Units | 4,643 | $0.00 | -- |
| Tax Withholding | Class C Common Stock, par value $.01 per share | 973 | $0.00 | -- |
| Tax Withholding | Class C Common Stock, par value $.01 per share | 1,465 | $0.00 | -- |
| Tax Withholding | Class C Common Stock, par value $.01 per share | 1,105 | $0.00 | -- |
| Tax Withholding | Class C Common Stock, par value $.01 per share | 1,218 | $0.00 | -- |
| Exercise | Class C Common Stock, par value $.01 per share | 6,629 | $0.00 | -- |
| Disposition | Class C Common Stock, par value $.01 per share | 6,483 | $0.00 | -- |
| Grant/Award | Class C Common Stock, par value $.01 per share | 4,643 | $0.00 | -- |
Holdings After Transaction:
Relative Performance Stock Units — 4,651 shares (Direct);
Performance Stock Units — 4,643 shares (Direct);
Class C Common Stock, par value $.01 per share — 50,104 shares (Direct)
Footnotes (1)
- On April 15, 2023, Ms. Rubenstein was issued 5,037 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, 1,683 shares vested. Ms. Rubenstein elected to satisfy her 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 973 shares of Class C Common Stock to satisfy the grantee's tax withholding obligation. In connection with the vesting of the RSUs described above, 651 DERs converted to Class C Common Stock, resulting in the reporting person holding 5,566 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, Ms. Rubenstein was issued 7,796 RSUs by Clearway Energy, Inc. (f/k/a NRG Yield, Inc.) 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, 2,596 shares vested. Ms. Rubenstein elected to satisfy her 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 1,465 shares of Class C Common Stock to satisfy the grantee's tax withholding obligation. In connection with the vesting of the RSUs described above, 473 DERs converted to Class C Common Stock, resulting in the reporting person holding 5,093 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, Ms. Rubenstein was issued 6,244 RSUs by Clearway Energy, Inc. 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, 2,079 shares vested. Ms. Rubenstein elected to satisfy her 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 1,105 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 4,977 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, Ms. Rubenstein was issued a one time RSU award of 6,880 by Clearway Energy, Inc. in recognition of achieving several key company initiatives. 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, 2,291 shares vested. Ms. Rubenstein elected to satisfy her 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 1,218 shares of Class C Common Stock to satisfy the grantee's tax withholding obligation. In connection with the vesting of the RSUs described above, 128 DERs converted to Class C Common Stock, resulting in the reporting person holding 4,849 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. Ms. Rubenstein was issued 10,250 Relative Performance Stock Units ("RPSUs") by Clearway Energy, Inc. (f/k/a NRG Yield, Inc.) (the "Company") under the the "LTIP on April 15, 2023. Based on the Company reaching a certain level of total shareholder return ("TSR"), 6,629 RPSUs vested on April 15, 2026. Mr. Rubenstein was entitled to receive (i) a maximum of 15,375 shares of Class C Common Stock if Company's TSR 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 (the "Maximum"); (ii) 10,250 shares if Company's TSR ranked at the 50th percentile relative to the Peer Group for the performance period (the "Target"); provided, however, if TSR was 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) 2,562 shares if Company's TSR ranked at the 25th percentile relative to the Peer Group for the performance period (the "Threshold"). The Reporting Person would not have received any shares if Company's TSR was below the 25th percentile relative to the Peer Group for the performance period. Ms. Rubenstein elected to satisfy her 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 6,483 shares of Class C Common Stock to satisfy the grantee's tax withholding obligation. Represents RSUs issued to Ms. Rubenstein 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 4,651 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. Mr. Rubenstein was entitled to receive (i) a maximum of 6,976 shares of Class C Common Stock if Company's TSR 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 (the "Maximum"); (ii) 4,651 shares if Company's TSR ranked at the 50th percentile relative to the Peer Group for the performance period (the "Target"); provided, however, if TSR was 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) 1,162 shares if Company's TSR ranked at the 25th percentile relative to the Peer Group for the performance period (the "Threshold"). The Reporting Person would not have received any shares if Company's TSR was below the 25th percentile relative to the Peer Group for the performance period. The Reporting Person was issued 4,643 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 9,286 shares of Class C Common Stock if Company's CAFD Per Share is at or above $2.77 for the performance period ("Maximum"); (ii) 4,643 shares of Class C Common Stock if the Company's CAFD Per Share is $2.65; or (iii) 2,321 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
Relative Performance Stock Units granted: 4,651 units
CAFD Performance Stock Units granted: 4,643 units
Maximum shares under new RPSU award: 6,976 shares
+5 more
8 metrics
Relative Performance Stock Units granted
4,651 units
Granted April 15, 2026; performance-vesting to 2029
CAFD Performance Stock Units granted
4,643 units
Granted April 15, 2026; performance-vesting to 2029
Maximum shares under new RPSU award
6,976 shares
If TSR at or above 75th percentile
Maximum shares under new CAFD PSU award
9,286 shares
If CAFD per share at or above $2.77
RPSUs vested
6,629 units
Relative Performance Stock Units vesting April 15, 2026
Shares surrendered for RPSU tax withholding
6,483 shares
Class C shares delivered to satisfy tax obligation
Total shares for RSU-related tax withholding
4,761 shares
Multiple RSU grants’ vesting taxes on April 15, 2026
Class C shares held after transactions
51,105 shares
Direct ownership after April 15, 2026 equity events
Key Terms
Relative Performance Stock Units, Performance Stock Units, dividend equivalent rights, Cash Available For Distribution, +1 more
5 terms
Relative Performance Stock Units financial
"The Reporting Person was issued 4,651 Relative Performance Stock Units ("RPSUs") by Clearway Energy, Inc."
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.
Performance Stock Units financial
"The Reporting Person was issued 4,643 CAFD (Cash Available For Distribution) Performance Stock Units ("CPSUs")"
Performance stock units are a type of company award that grants employees shares of stock only if certain performance goals are met. They motivate employees to work toward specific company achievements, aligning their interests with those of shareholders. For investors, they can influence a company's future stock supply and reflect management’s confidence in reaching key targets.
dividend equivalent rights financial
"dividend equivalent rights accrue on the reporting person's restricted stock, which become exercisable proportionately"
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 financial
"The Reporting Person was issued 4,643 CAFD (Cash Available For Distribution) Performance Stock Units"
Cash available for distribution is the amount of cash a business has left after paying everyday operating costs, required debt payments and setting aside routine reserves, which can be paid out to shareholders or investors. It matters because it shows whether a company has real, repeatable money to cover dividends or distributions—like the portion of a household paycheck left after bills that you can safely spend or save—so investors can judge income sustainability and financial health.
FAQ
What equity awards did Clearway Energy (CWEN) CFO Sarah Rubenstein receive?
Sarah Rubenstein received 4,651 Relative Performance Stock Units and 4,643 CAFD-based Performance Stock Units on April 15, 2026. These units can convert into Class C Common Stock in 2029 if specific total shareholder return and cash available for distribution per share performance targets are achieved over a three-year period.
Were any of the Clearway Energy CFO’s transactions open-market stock sales or purchases?
None of the reported transactions were open-market buys or sells. They consist of equity awards, vesting of restricted and performance stock units, an option-style exercise of Relative Performance Stock Units, and share dispositions solely to Clearway Energy to satisfy tax withholding and related obligations.
How are the CFO’s new Relative Performance Stock Units at Clearway Energy structured?
The 4,651 Relative Performance Stock Units vest based on total shareholder return versus a defined peer group over three years. Depending on performance, they can deliver between 1,162 and 6,976 Class C shares, with interpolation between threshold, target, and maximum outcomes described in the award terms.
What performance targets affect the CFO’s CAFD Performance Stock Units at Clearway Energy?
The 4,643 CAFD Performance Stock Units depend on average cash available for distribution per share over three fiscal years. Payout ranges from 2,321 shares at a $2.50 threshold to 9,286 shares at a $2.77 maximum, with 4,643 shares at a $2.65 target level.