Clearway Energy (NYSE: CWEN) logs BlackRock-linked Class A to C share conversion
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Clearway Energy, Inc. reported internal restructuring transactions involving its Class A and Class C common stock linked to entities associated with BlackRock Portfolio Management LLC. The Form 4 shows non-market "J" code transactions at $0.00 per share, reflecting reclassifications rather than open-market trades.
According to the filing, 21,841 shares of Class A common stock were converted into 21,841 shares of Class C common stock on a one-for-one basis following an amendment and restatement of the certificate of incorporation, with the conversion effective May 1, 2026. After these changes, 75,591 shares of Class C common stock are reported as held indirectly.
Some reported changes also reflect the forfeiture of restricted stock previously granted under Clearway Energy Group’s long-term equity incentive program. The securities are held by Clearway Energy Group, and various GIP-related entities may be deemed to share beneficial ownership. BlackRock Portfolio Management LLC and the GIP entities expressly disclaim beneficial ownership except to any pecuniary interest and state that inclusion of these securities is not an admission of beneficial ownership.
Positive
- None.
Negative
- None.
Insider Trade Summary
3 transactions reported
Mixed
3 txns
Insider
BlackRock Portfolio Management LLC
Role
null
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Other | Class C Common Stock | 6,461 | $0.00 | -- |
| Other | Class A Common Stock | 21,841 | $0.00 | -- |
| Other | Class C Common Stock | 21,841 | $0.00 | -- |
Holdings After Transaction:
Class C Common Stock — 75,591 shares (Indirect, See footnotes);
Class A Common Stock — 0 shares (Indirect, See footnotes)
Footnotes (1)
- Reflects the conversion of shares of the Issuer's Class A common stock into shares of Class C common stock on a one-for-one basis based on the filing of an amendment and restatement of the Issuer's Certificate of Incorporation on April 29, 2026. The conversion was effective May 1, 2026. The Reporting Person has agreed to voluntarily disgorge any profits deemed realized from such transactions to the Issuer. Reflects the forfeiture of shares of restricted stock of the Issuer previously granted by 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: 50,143 shares
Class A converted: 21,841 shares
Class C from conversion: 21,841 shares
+2 more
5 metrics
Restructuring shares
50,143 shares
Shares involved in restructuring transactions
Class A converted
21,841 shares
Class A common stock converted to Class C one-for-one
Class C from conversion
21,841 shares
Class C common stock received in one-for-one conversion
Post-transaction Class C holdings
75,591 shares
Indirect Class C common stock reported after transactions
Non-market transaction price
$0.00 per share
Price for reported J-code internal transactions
Key Terms
Class C Common Stock, Class A common stock, restricted stock, beneficial ownership, +1 more
5 terms
Class C Common Stock financial
"security_title: "Class C Common Stock""
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.
Class A common stock financial
"conversion of shares of the Issuer's Class A common stock"
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.
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.
beneficial ownership financial
"may be deemed to share beneficial ownership of the securities"
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"
FAQ
What insider transactions did BlackRock Portfolio Management LLC report for CWEN?
The filing reports three non-derivative “J” code transactions involving Clearway Energy, Inc. stock. These are internal restructurings at $0.00 per share, primarily a reclassification between Class A and Class C shares and related restricted stock forfeitures, not open-market buying or selling.
Do BlackRock Portfolio Management LLC and GIP entities claim beneficial ownership of CWEN shares?
The filing explains that securities are held by Clearway Energy Group, with several GIP-related entities potentially sharing beneficial ownership. However, BlackRock Portfolio Management LLC and the GIP entities disclaim beneficial ownership except for any pecuniary interest and state that reporting does not admit beneficial ownership.
What is the significance of the forfeited restricted stock in the CWEN Form 4?
One footnote explains that some reported changes reflect forfeiture of restricted stock previously granted under Clearway Energy Group’s long-term equity incentive program. These forfeitures adjust indirect holdings and are part of compensation-related arrangements, not open-market trading activity.