Clearway Energy (CWEN) insider reports tax withholding and stock forfeiture actions

Rhea-AI Filing Summary

Clearway Energy, Inc. reported an insider ownership update involving indirect holdings tied to its Class C common stock. The Form 4 is filed by BlackRock Portfolio Management LLC as a ten percent owner but with explicit disclaimers of beneficial ownership except for any pecuniary interest.

The transactions reflect administrative adjustments to restricted stock previously granted by Clearway Energy Group LLC under its Long Term Equity Incentive Program to one or more of its employees. One entry covers the withholding of 129 shares at a price of $39.61 per share to satisfy tax obligations upon vesting, and another reflects the forfeiture of 875 shares of restricted stock at a stated price of $0.00.

The securities are held directly by Clearway Energy Group, and a series of related entities (including Zephyr GP, Zephyr, Midco, Global GP and Global Investors) may be deemed to share beneficial ownership. BlackRock Portfolio Management LLC and these GIP-related entities expressly disclaim beneficial ownership beyond any economic interest.

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

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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).

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^*

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)
02/23/2026

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	02/23/2026		J(1)		129	A	$39.61	165,721	I	See footnotes(3)(4)(5)
Class C Common Stock	02/23/2026		J(2)		875	A	(2)	166,596	I	See footnotes(3)(4)(5)

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 the forfeiture of shares of restricted stock of the Issuer previously granted by Clearway Energy Group under its Long Term Equity Incentive Program to one or more of its employees.

3. 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.

4. 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.

5. 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	02/25/2026
	** Signature of Reporting Person	Date
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FAQ

What insider activity did Clearway Energy, Inc. (CWEN) report in this Form 4?

The Form 4 reports administrative changes to Class C common stock tied to restricted stock awards. It includes share withholding for taxes upon vesting and forfeiture of restricted stock previously granted under Clearway Energy Group’s Long Term Equity Incentive Program to one or more employees.

Who is the reporting person in Clearway Energy (CWEN) Form 4 and what is their status?

The reporting person is BlackRock Portfolio Management LLC, identified as a ten percent owner of Clearway Energy, Inc. It reports the transactions indirectly and expressly disclaims beneficial ownership of the securities except to the extent of any pecuniary interest in those holdings.

What do the 129 Class C shares at $39.61 in CWEN’s Form 4 represent?

The 129 Class C common shares at $39.61 represent stock withheld to satisfy tax withholding obligations. This withholding occurred when restricted stock of Clearway Energy, previously granted by Clearway Energy Group to employees, vested under its Long Term Equity Incentive Program.

What is the 875-share transaction reported for Clearway Energy (CWEN)?

The 875-share entry reflects forfeiture of restricted stock of Clearway Energy. These shares were previously granted by Clearway Energy Group under its Long Term Equity Incentive Program to one or more employees and are recorded at a stated transaction price of $0.00 per share.

Who actually holds the Clearway Energy (CWEN) shares referenced in this Form 4?

The securities are held directly by Clearway Energy Group LLC. Related entities such as Zephyr GP, Zephyr, Midco, Global GP and Global Investors may be deemed to share beneficial ownership, although they, along with BlackRock Portfolio Management LLC, disclaim beneficial ownership beyond any pecuniary interest.

Does BlackRock Portfolio Management LLC claim full beneficial ownership of the CWEN shares?

No. BlackRock Portfolio Management LLC, together with the GIP-related entities, disclaims beneficial ownership of the reported Clearway Energy securities. They state inclusion of these holdings does not constitute an admission of beneficial ownership under Section 16, except for any direct pecuniary interest.