Clearway Energy CEO Reports 3,102-Share RSU/RPSU Settlement on Form 4

Rhea-AI Filing Summary

Cornelius Craig, President & CEO and Director of Clearway Energy, Inc. (CWEN), reported an insider purchase on a Form 4. On 09/02/2025 Mr. Craig was reported to have acquired 3,102 shares of Class C Common Stock, bringing his total beneficial ownership to 393,579 shares. The filing explains 3,102 represents dividend equivalent rights accrued on his Restricted Stock Units (RSUs) and Relative Performance Stock Units (RPSUs) that vest and may only be settled in Class C Common Stock. The total beneficial ownership includes 10,594 dividend equivalent rights that are likewise only settleable in Class C Common Stock. The Form 4 was signed on behalf of the reporting person by an attorney-in-fact on 09/04/2025.

Positive

• Increased insider ownership: Reporting person’s beneficial ownership rose to 393,579 shares, aligning executive and shareholder interests.
• Share-settled compensation: The transaction stems from RSU/RPSU dividend-equivalent settlement, reflecting retention and performance-based pay structures.

Negative

• No cash purchase disclosed: The acquisition is compensation-related, not an open-market purchase, so it does not represent new cash invested by the insider.
• No price disclosed: Form 4 does not report an open-market price for this settlement, limiting assessment of timing or valuation.

Insights

Corporate Governance Expert

TL;DR: CEO director acquired 3,102 shares via dividend-equivalent settlement of RSU/RPSU awards, increasing reported holdings to 393,579 shares.

The transaction is an internal settlement related to compensation awards rather than an open-market purchase. That distinction matters because it signals executive ownership growth consistent with compensation plan mechanics rather than opportunistic buying. The filing explicitly states the acquired units are dividend equivalent rights tied to RSUs and RPSUs and that 10,594 such rights in total are only settleable in Class C shares. From a governance perspective, this increases the CEO's alignment with existing shareholders through share-settled compensation, but it is not evidence of incremental cash investment by the insider.

Securities/Insider Trading Analyst

TL;DR: The Form 4 reports a routine, non-cash increase in beneficial ownership from compensation-related settlement.

The report shows a transaction date of 09/02/2025 for 3,102 Class C shares and post-transaction beneficial ownership of 393,579 shares. The explanatory note clarifies these are dividend equivalent rights tied to RSUs/RPSUs that vest and can only be settled in Class C Common Stock. Because the acquisition code is 'A' and the nature is compensation-related, this is a standard insider filing to report award settlement rather than open-market trading subject to price disclosure. The filing was executed by an attorney-in-fact on 09/04/2025.

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
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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^*

Cornelius Craig

(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
X	Officer (give title below)		Other (specify below)
	President & CEO

3. Date of Earliest Transaction (Month/Day/Year)
09/02/2025

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	09/02/2025		A		3,102	A	(1)	393,579(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 Restricted Stock Units ("RSUs") and Relative Performance Stock Units ("RPSUs"), which become exercisable proportionately with the RSUs and RPSUs to which they relate and may only be settled in Class C Common Stock of Clearway Energy, Inc. as determined by the RSU or RPSU to which they relate.

2. Includes 10,594 dividend equivalent rights that may only be settled in Class C Common Stock.

	/s/ Kevin P. Malcarney, Attorney-in-Fact	09/04/2025
	** 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 did Cornelius Craig report on the Form 4 for CWEN?

He reported acquiring 3,102 Class C shares (dividend equivalent rights tied to RSUs/RPSUs), bringing beneficial ownership to 393,579 shares.

When was the transaction dated on the Form 4 for CWEN?

The transaction date was 09/02/2025 and the Form 4 was signed by an attorney-in-fact on 09/04/2025.

Were the reported shares a market purchase or compensation settlement?

The filing shows the shares represent dividend equivalent rights accrued on RSUs and RPSUs, so this is a compensation-related settlement, not an open-market purchase.

How many dividend equivalent rights are included in the reported holdings?

10,594 dividend equivalent rights are included that may only be settled in Class C Common Stock.

What is the reporting person’s role at Clearway Energy (CWEN)?

Cornelius Craig is listed as President & CEO and a Director of Clearway Energy, Inc.