Clearway Energy (CWEN) EVP reports automatic Class A to Class C conversion

Rhea-AI Filing Summary

Clearway Energy, Inc. executive Kevin P. Malcarney reported an automatic share-class conversion related to the company’s recapitalization. A total of 600 shares of Class A common stock converted into 600 shares of Class C common stock without any cash changing hands, as part of a company-wide Class A Conversion exempt under SEC Rule 16b-7. Following the change, he directly holds 88,962 shares of Class C common stock and no Class A common stock.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Malcarney Kevin P.

Role EVP, GEN COUNSEL AND CORP SECR

Type	Security	Shares	Price	Value
Other	Class A Common Stock, par value $.01 per share	600	$0.00	--
Other	Class C Common Stock, par value $.01 per share	600	$0.00	--

Holdings After Transaction: Class A Common Stock, par value $.01 per share — 0 shares (Direct, null); Class C Common Stock, par value $.01 per share — 88,962 shares (Direct, null)

Footnotes (1)

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Key Figures

Restructuring shares: 1,200 shares Class A converted: 600 shares Class C received: 600 shares +3 more

6 metrics

Restructuring shares 1,200 shares Total shares involved in restructuring-coded transactions

Class A converted 600 shares Class A common stock automatically converted to Class C

Class C received 600 shares Class C common stock from share-class conversion

Class C holdings after 88,962 shares Direct Class C common stock owned after transaction

Class A holdings after 0 shares Direct Class A common stock owned after conversion

Price per share $0.0000 Reported transaction price for both legs of the conversion

Key Terms

Class A common stock, Class C common stock, Certificate of Incorporation, Class A Conversion, +1 more

5 terms

Class A common stock financial

"each outstanding share of Clearway Energy, Inc. Class A common stock into one share"

Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.

Class C common stock financial

"into one share of Clearway Energy, Inc. Class C common stock pursuant"

A class C common stock is a type of company share that usually represents ownership but often carries limited or no voting power compared with other share classes. For investors, that matters because it can affect influence over company decisions and sometimes the stock’s price or dividend priority — think of it as owning a ticket to the same event but in a section with less say in how the event is run.

Certificate of Incorporation regulatory

"pursuant to an amendment and restatement of the Certificate of Incorporation of Clearway Energy"

A certificate of incorporation is an official government document that creates a corporation and records key facts such as its legal name, basic governance structure, and stock authorization—think of it as a company's birth certificate plus its basic rulebook. Investors care because it establishes the company’s legal existence, limits owners’ personal liability, and sets the framework for issuing shares and enforcing shareholder rights, which affects ownership, control and the company’s ability to raise capital.

Class A Conversion financial

"filed on April 29, 2026 (the "Class A Conversion"). The Class A Conversion is an exempt"

SEC Rule 16b-7 regulatory

"The Class A Conversion is an exempt transaction pursuant to SEC Rule 16b-7."

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^*

Malcarney Kevin P.

(Last) (First) (Middle)

CLEARWAY ENERGY, INC.

300 CARNEGIE CENTER, SUITE 300

(Street)

PRINCETON NEW JERSEY 08540

(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		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP, GEN COUNSEL AND CORP SECR

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/29/2026

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 A Common Stock, par value $.01 per share	04/29/2026		J(1)		600	D	(1)	0	D
Class C Common Stock, par value $.01 per share	04/29/2026		J(1)		600	A	(1)	88,962	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. Reflects the automatic conversion on May 1, 2026 of each outstanding share of Clearway Energy, Inc. Class A common stock into one share of Clearway Energy, Inc. Class C common stock pursuant to an amendment and restatement of the Certificate of Incorporation of Clearway Energy, Inc. filed on April 29, 2026 (the "Class A Conversion"). The Class A Conversion is an exempt transaction pursuant to SEC Rule 16b-7.

	/s/ Kevin P. Malcarney	05/01/2026
	** 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 transaction did Kevin P. Malcarney report for Clearway Energy (CWEN)?

Kevin P. Malcarney reported an automatic share-class conversion, where 600 shares of Class A common stock became 600 shares of Class C common stock. This was recorded as an "other" restructuring transaction, not an open-market buy or sell, with no cash consideration involved.

How many Clearway Energy (CWEN) shares does Kevin P. Malcarney hold after this Form 4?

After the reported conversion, Kevin P. Malcarney directly holds 88,962 shares of Clearway Energy Class C common stock. His Class A common stock holdings went to zero because 600 Class A shares were automatically converted into 600 Class C shares under the company’s Class A Conversion.

What is the nature of the Class A to Class C conversion reported for Clearway Energy (CWEN)?

The filing describes an automatic one-for-one conversion of each outstanding Class A share into a Class C share. It occurred under an amended and restated Certificate of Incorporation and is referred to as the "Class A Conversion," treated as an exempt restructuring transaction for reporting purposes.

Did the Clearway Energy (CWEN) insider transaction involve a purchase or sale of shares?

No, the transaction did not involve a traditional purchase or sale. It is coded as "J" on Form 4, meaning an other acquisition or disposition, reflecting a structural share-class conversion where 600 Class A shares became 600 Class C shares without a market trade.

Was the Clearway Energy (CWEN) share-class conversion treated as an exempt transaction?

Yes, the share-class conversion is described as an exempt transaction under SEC Rule 16b-7. That rule generally covers certain exchanges or conversions in recapitalizations, so this automatic Class A to Class C conversion was reported as restructuring rather than as a standard trading transaction.