STOCK TITAN

Clearway Energy (NYSE: CWEN) director shares convert from Class A to Class C

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Clearway Energy, Inc. director Brian R. Ford reported a reclassification of his holdings due to an automatic share conversion. On the effective date, 8,785 shares of Class A common stock converted into 8,785 shares of Class C common stock under an amended Certificate of Incorporation, in a transaction exempt under SEC Rule 16b-7. After the conversion, he directly holds 97,916 shares of Class C common stock, including 4,547 deferred stock units and 4,238 dividend equivalent rights that are now also settled only in Class C shares.

Positive

  • None.

Negative

  • None.
Insider Ford Brian R.
Role null
Type Security Shares Price Value
Other Class A Common Stock, par value $.01 per share 8,785 $0.00 --
Other Class C Common Stock, par value $.01 per share 8,785 $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 — 97,916 shares (Direct, null)
Footnotes (1)
  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. Upon the Class A Conversion, the Reporting Person's 4,547 deferred stock units ("DSUs") and 4,238 dividend equivalent rights ("DERs"), which previously could only be settled in shares of Clearway Energy, Inc. Class A common stock, converted into 4,547 DSUs and 4,238 DERs that may only be settled in shares of Clearway Energy, Inc. Class C common stock. Includes 4,547 DSUs and 4,238 DERs that may only be settled in shares of Clearway Energy, Inc. Class C common stock.
Class A shares converted 8,785 shares Automatic Class A to Class C conversion on May 1, 2026
Class C shares received 8,785 shares Result of one-for-one Class A conversion
Shares held after transaction 97,916 shares Director’s direct Class C holdings following conversion
Deferred stock units 4,547 DSUs DSUs now settle only in Class C common stock
Dividend equivalent rights 4,238 DERs DERs now settle only in Class C common stock
Restructuring shares 17,570 shares Total shares involved in J-code restructuring transactions
Class A common stock financial
"conversion on May 1, 2026 of 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 to an amendment"
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.
deferred stock units ("DSUs") financial
"the Reporting Person's 4,547 deferred stock units ("DSUs") and 4,238 dividend equivalent rights"
dividend equivalent rights ("DERs") financial
"4,547 deferred stock units ("DSUs") and 4,238 dividend equivalent rights ("DERs"), which previously could only be settled"
SEC Rule 16b-7 regulatory
"The Class A Conversion is an exempt transaction pursuant to SEC Rule 16b-7."
Certificate of Incorporation regulatory
"pursuant to an amendment and restatement of the Certificate of Incorporation of Clearway Energy, Inc."
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.
SEC Form 4
FORM 4UNITED 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*
Ford Brian R.

(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)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
04/29/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Class A Common Stock, par value $.01 per share04/29/2026J(1)8,785(2)D(1)0D
Class C Common Stock, par value $.01 per share04/29/2026J(1)8,785(2)A(1)97,916(3)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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount 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.
2. Upon the Class A Conversion, the Reporting Person's 4,547 deferred stock units ("DSUs") and 4,238 dividend equivalent rights ("DERs"), which previously could only be settled in shares of Clearway Energy, Inc. Class A common stock, converted into 4,547 DSUs and 4,238 DERs that may only be settled in shares of Clearway Energy, Inc. Class C common stock.
3. Includes 4,547 DSUs and 4,238 DERs that may only be settled in shares of Clearway Energy, Inc. Class C common stock.
/s/ Kevin P. Malcarney, Attorney-in-Fact05/01/2026
** Signature of Reporting PersonDate
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 Clearway Energy (CWEN) report for Brian R. Ford?

Clearway Energy director Brian R. Ford reported an automatic conversion of 8,785 shares of Class A common stock into 8,785 shares of Class C common stock. This was a corporate reclassification, not an open-market buy or sell, and used SEC code J for other transactions.

How many Clearway Energy (CWEN) shares does Brian R. Ford hold after the conversion?

After the conversion, Brian R. Ford directly holds 97,916 shares of Clearway Energy Class C common stock. This total includes his regular shares plus 4,547 deferred stock units and 4,238 dividend equivalent rights that are now settled only in Class C shares.

What does the Class A to Class C conversion mean for Clearway Energy (CWEN) shareholders?

The filing describes an automatic one-for-one conversion of each outstanding Class A share into a Class C share under an amended Certificate of Incorporation. For the director, this changed the share class he holds but did not alter the total number of shares credited to him.

Was Brian R. Ford’s Clearway Energy (CWEN) transaction a purchase or sale?

No. The transaction used code J, labeled as an other acquisition or disposition, tied to an automatic Class A to Class C conversion. It did not involve an open-market purchase or sale and carried a reported price of zero dollars per share in the filing.

How were deferred stock units and dividend equivalent rights affected at Clearway Energy (CWEN)?

Upon the Class A conversion, Brian R. Ford’s 4,547 deferred stock units and 4,238 dividend equivalent rights, previously settled only in Class A shares, were converted so they now may only be settled in Clearway Energy Class C common stock, aligning them with the new share class.