BlackRock Portfolio Management LLC (NYSE: CWEN) reports 438-share restricted stock forfeiture

Rhea-AI Filing Summary

BlackRock Portfolio Management LLC, a 10% owner of Clearway Energy, Inc., reported an "other" restructuring transaction involving 438 shares of Class C Common Stock tied to the forfeiture of previously granted restricted stock under Clearway Energy Group LLC’s Long Term Equity Incentive Program. After this adjustment, entities associated with the filer indirectly held 76,029 shares. The filing explains that multiple related investment entities may be deemed to share beneficial ownership and that BlackRock Portfolio Management LLC and the GIP entities expressly disclaim beneficial ownership except for any pecuniary interest.

Insights

Equity ownership and governance analyst

Routine equity restructuring with small share impact and no open-market trade.

The reported Form 4 shows a code J "other" transaction linked to forfeiture of 438 restricted shares, rather than an open-market buy or sell. This is a compensation-related adjustment under a long-term equity incentive program, not a directional bet on the stock.

Post-transaction indirect holdings of 76,029 shares remain, indicating the change is small relative to the visible position. Extensive footnote disclosures emphasize that several investment entities may be deemed to share beneficial ownership and that BlackRock Portfolio Management LLC and GIP entities disclaim beneficial ownership beyond any pecuniary interest.

Overall, the event appears administratively focused on equity award mechanics rather than signaling a change in fundamental view on CWEN. Future ownership disclosures in later filings will continue to provide visibility into any larger changes in these indirect positions.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider BlackRock Portfolio Management LLC

Role null

Type	Security	Shares	Price	Value
Other	Class C Common Stock	438	$0.00	--

Holdings After Transaction: Class C Common Stock — 76,029 shares (Indirect, See footnotes)

Footnotes (1)

1. Reflects the forfeiture of shares 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. 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. 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. 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 ("the Exchange Act"), 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 of the Exchange Act or for any other purpose.

Key Figures

Restructuring shares: 438 shares Shares following transaction: 76,029 shares Restructuring transactions: 1 transaction

3 metrics

Restructuring shares 438 shares Code J "other" transaction involving restricted stock forfeiture

Shares following transaction 76,029 shares Indirect holdings after restructuring event

Restructuring transactions 1 transaction Single code J restructuring entry in this Form 4

Key Terms

restricted stock, Long Term Equity Incentive Program, beneficial ownership, pecuniary interest

4 terms

restricted stock financial

"Reflects the forfeiture of shares of restricted stock of the Issuer"

Shares granted to an individual that carry limits on transfer or sale until certain conditions are met, such as staying with the company for a set time or hitting performance targets. Think of them as a locked gift that gradually opens; for investors they matter because they affect how many shares may enter the market later, signal management incentives and potential dilution, and reveal confidence in future company performance.

Long Term Equity Incentive Program financial

"previously granted by Clearway Energy Group LLC under its Long Term Equity Incentive Program"

beneficial ownership financial

"may be deemed to share beneficial ownership of the securities owned"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

pecuniary interest financial

"disclaim beneficial ownership of the securities reported herein, except to the extent of their respective pecuniary interest therein"

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Form 4 Insider Transactions: What Each Field Means →

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^*

BlackRock Portfolio Management LLC

(Last) (First) (Middle)

50 HUDSON YARDS

(Street)

NEW YORK NEW YORK 10001

(City) (State) (Zip)

UNITED STATES

(Country)

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)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/12/2026

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

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

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

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	06/12/2026		J(1)		438	A	(1)	76,029	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 forfeiture of shares 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 ("the Exchange Act"), 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 of the Exchange Act 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	06/16/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What insider activity did BlackRock Portfolio Management LLC report for Clearway Energy (CWEN)?

BlackRock Portfolio Management LLC reported an "other" code J transaction involving 438 shares of Clearway Energy Class C Common Stock. The change reflects forfeiture of previously granted restricted stock, rather than an open-market purchase or sale, and is tied to an incentive program adjustment.

How many Clearway Energy (CWEN) shares are indirectly held after this Form 4 filing?

After the reported transaction, entities associated with BlackRock Portfolio Management LLC indirectly held 76,029 shares of Clearway Energy Class C Common Stock. This figure reflects the position following the 438-share forfeiture linked to restricted stock previously granted under a long-term equity incentive program.

Was the Clearway Energy (CWEN) Form 4 transaction a buy or sell in the open market?

No, the Clearway Energy Form 4 did not disclose an open-market buy or sell. The filing shows a code J "other" transaction related to forfeiture of 438 restricted shares, which is part of a compensation and restructuring adjustment, not a traditional market trade by the reporting person.

What does the forfeiture of 438 restricted Clearway Energy (CWEN) shares represent?

The 438-share forfeiture represents restricted stock of Clearway Energy previously granted by Clearway Energy Group LLC to one or more employees. It reflects an adjustment under the Long Term Equity Incentive Program, rather than a discretionary decision to trade shares on the open market.

Who may be deemed to share beneficial ownership of the reported Clearway Energy (CWEN) shares?

The filing states that Clearway Energy Group holds the securities directly and that several related entities, including Zephyr GP, Zephyr, Midco, Global GP, and Global Investors, may be deemed to share beneficial ownership, while all parties, including BlackRock Portfolio Management LLC, expressly disclaim such ownership beyond any pecuniary interest.

Do BlackRock Portfolio Management LLC and related GIP entities claim full beneficial ownership of CWEN shares?

No, BlackRock Portfolio Management LLC and the GIP entities explicitly disclaim beneficial ownership of the reported Clearway Energy securities, except to the extent of any pecuniary interest. They also state that including these securities in the report is not an admission of beneficial ownership under Section 16 of the Exchange Act.