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[Form 4] Clearway Energy, Inc. Insider Trading Activity

Filing Impact
(Low)
Filing Sentiment
(Neutral)
Form Type
4
Rhea-AI Filing Summary

Clearway Energy, Inc. (CWEN) Form 4 summary: The reporting person, Sarah Rubenstein, EVP and CFO, is reported to have acquired 959 shares of Class C common stock on 09/02/2025, bringing her total beneficial ownership to 49,504 shares. The filing clarifies that 959 shares represent dividend equivalent rights tied to Restricted Stock Units (RSUs) and Relative Performance Stock Units (RPSUs) that vest and are settled proportionately in Class C common stock. The filing also notes that 4,644 dividend equivalent rights may only be settled in Class C common stock. The Form 4 was signed by an attorney-in-fact on 09/04/2025.

Positive
  • Insider disclosure completed under Section 16 with clear details on the acquisition and beneficial ownership
  • Beneficial ownership increased to 49,504 shares following the acquisition of 959 shares
  • Clarification provided that 4,644 dividend equivalent rights may only be settled in Class C common stock
Negative
  • None.

Insights

TL;DR: Officer acquisition via dividend equivalent rights increases insider ownership modestly; filing is routine and compliant.

The transaction reflects an administrative acquisition tied to equity compensation rather than an open-market purchase. The addition of 959 shares increases the EVP/CFO's beneficial stake to 49,504 shares, including 4,644 dividend-equivalent rights that can only be settled in Class C common stock. From a governance perspective, this disclosure satisfies Section 16 reporting obligations and provides transparency on executive compensation settlement mechanics. No indications of unusual trading or coordination are present in the filing.

TL;DR: Small insider equity increase tied to RSU/RPSU settlement; immaterial to company valuation.

The reported acquisition of 959 shares is the result of dividend equivalent rights associated with RSUs and RPSUs and brings total reported beneficial ownership to 49,504 shares. The filing supplies useful detail on settlement constraints for 4,644 dividend equivalents that convert only into Class C common stock. The transaction appears routine for executive compensation vesting and is unlikely to materially affect market perception or the company’s capitalization given the size disclosed.

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*
Rubenstein Sarah

(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)
Director 10% Owner
X Officer (give title below) Other (specify below)
EVP AND CFO
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 959 A (1) 49,504(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 4,644 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 transaction did Sarah Rubenstein report on Form 4 for CWEN?

She reported an acquisition of 959 shares of Class C common stock on 09/02/2025, reflecting dividend equivalent rights tied to RSUs and RPSUs.

How many shares does the reporting person beneficially own after the transaction?

Following the reported transaction, the reporting person beneficially owns 49,504 shares.

What are the dividend equivalent rights noted in the Form 4?

The filing states dividend equivalent rights accrue on RSUs and RPSUs, vest proportionately with those awards, and may only be settled in Class C common stock.

How many dividend equivalent rights are restricted to settlement in Class C common stock?

The filing specifies that 4,644 dividend equivalent rights may only be settled in Class C common stock.

Who signed the Form 4 and when was it signed?

The form was signed by /s/ Kevin P. Malcarney, Attorney-in-Fact on 09/04/2025.
Clearway Energy

NYSE:CWEN

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4.25B
202.45M
1.47%
93.23%
3.12%
Utilities - Renewable
Electric Services
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United States
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