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Clearway Energy (CWEN) director reports 911 dividend-based shares, now holds 81,780

Filing Impact
(Low)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Clearway Energy, Inc. director reported an automatic increase in holdings tied to dividend payments. On 12/01/2025, the reporting person acquired 911 shares of Class C common stock in the form of dividend equivalent rights linked to previously granted Deferred Stock Units. After this transaction, the reporting person beneficially owned 81,780 Class C shares. The disclosure explains that these dividend equivalent rights vest on the same schedule as the related Deferred Stock Units and can only be settled in Class C common stock, and that this total includes 13,706 such rights, with a small 2-share adjustment due to rounding of fractional shares.

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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*
ONEAL E STANLEY

(Last) (First) (Middle)
CLEARWAY ENERGY, INC.
300 CARNEGIE CENTER, SUITE 300

(Street)
PRINCETON NJ 08540

(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)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
12/01/2025
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, par value $.01 per share 12/01/2025 A 911 A (1) 81,780(2) 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
Explanation of Responses:
1. Represents dividend equivalent rights accrued on the Reporting Person's Deferred Stock Units, which become exercisable proportionately with the Deferred Stock Units to which they relate and may only be settled in Class C Common Stock of Clearway Energy, Inc.
2. Includes 13,706 dividend equivalent rights that may only be settled in Class C Common Stock. There has been a de minimus adjustment of 2 shares to the number of dividend equivalent rights as a result of rounding fractional shares.
/s/ Kevin P. Malcarney, Attorney-in-Fact 12/03/2025
** 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).
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.

FAQ

What insider transaction did Clearway Energy (CWEN) report in this Form 4?

The filing reports that a director of Clearway Energy, Inc. acquired 911 shares of Class C common stock on 12/01/2025 through dividend equivalent rights tied to Deferred Stock Units.

How many Clearway Energy (CWEN) shares does the reporting person now beneficially own?

Following the reported transaction, the director beneficially owned 81,780 shares of Clearway Energy’s Class C common stock.

What are dividend equivalent rights in the Clearway Energy (CWEN) Form 4?

The filing explains that the 911 acquired units are dividend equivalent rights that accrue on the director’s Deferred Stock Units, become exercisable proportionately with those units, and may only be settled in Class C common stock of Clearway Energy, Inc.

How many dividend equivalent rights does the Clearway Energy (CWEN) director hold after this transaction?

The filing states that the director’s total includes 13,706 dividend equivalent rights that may only be settled in Class C common stock, including a 2-share de minimis adjustment due to rounding of fractional shares.

Does this Clearway Energy (CWEN) Form 4 involve derivative securities like options or warrants?

The provided section of the filing shows a completed Table I for non-derivative Class C common stock and an empty Table II, indicating no separately listed derivative securities such as options or warrants in this excerpt.

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3.87B
118.14M
1.47%
93.23%
3.12%
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