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BlackRock unit boosts Clearway Energy (NYSE: CWEN) stake by 217 shares

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

BlackRock Portfolio Management LLC, as a 10% owner of Clearway Energy, Inc., reported an indirect acquisition of 217 shares of Class C Common Stock on 2026-07-31, arising from the forfeiture of restricted stock previously granted under Clearway Energy Group LLC's Long Term Equity Incentive Program. After this internal equity adjustment, the reporting structure shows indirect holdings of 77,292 Class C shares, held through Clearway Energy Group and affiliated GIP entities, which all expressly disclaim beneficial ownership except to the extent of any pecuniary interest.

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Insider BlackRock Portfolio Management LLC
Role 10% Owner
Type Security Shares Price Value
Other Class C Common Stock F1, F2, F3, F4 217 -- --
Holdings After Transaction: Class C Common Stock — 77,292 shares (Indirect, See footnotes)
Footnotes (4)
  1. F1. Reflects the forfeiture of shares of restricted stock of the Issuer previously granted by Clearway Energy Group LLC ("Clearway Energy Group") under its Long Term Equity Incentive Program to one or more of its employees.
  2. F2. 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.
  3. F3. 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.
  4. F4. 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.
Shares acquired 217 shares Class C Common Stock acquired indirectly on 2026-07-31
Indirect holdings after transaction 77,292 shares Class C Common Stock indirectly held following the reported transaction
Restructuring-related shares 217 shares Shares affected by restructuring-type transaction (code J) tied to forfeited restricted stock
Reporting person status 10% owner BlackRock Portfolio Management LLC identified as ten percent owner of Clearway Energy, Inc.
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.
Long Term Equity Incentive Program financial
"previously granted by Clearway Energy Group LLC under its Long Term Equity Incentive Program"
beneficial ownership regulatory
"may be deemed to share beneficial ownership of the securities owned"
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 regulatory
"disclaim beneficial ownership of the securities reported herein, except to the extent of their respective pecuniary interest"
Rule 16a-1(a)(4) regulatory
"pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934"

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FAQ

What transaction involving CWEN did BlackRock Portfolio Management LLC report?

BlackRock Portfolio Management LLC reported an indirect acquisition of 217 shares of Clearway Energy, Inc. Class C Common Stock. The change resulted from forfeited restricted stock originally granted under Clearway Energy Group LLC's Long Term Equity Incentive Program to one or more of its employees.

How many Clearway Energy (CWEN) Class C shares are indirectly held after this transaction?

Following the reported transaction, the reporting structure shows indirect holdings of 77,292 shares of Clearway Energy Class C Common Stock. These shares are held through Clearway Energy Group and related GIP entities, with beneficial ownership expressly disclaimed except for any pecuniary interest.

What does the forfeiture of restricted stock mean in the CWEN Form 4 disclosure?

The report explains that 217 shares represent forfeited restricted stock previously granted by Clearway Energy Group LLC to employees. When these awards were forfeited, the shares reverted to Clearway Energy Group, adjusting the indirect ownership reported for Clearway Energy, Inc. Class C Common Stock.

How are the CWEN shares attributed among Clearway Energy Group and the GIP entities?

The Class C shares are held directly by Clearway Energy Group, whose ownership chain includes Zephyr, Midco, Global GP and Global Investors. These GIP entities may be deemed to share beneficial ownership but, along with BlackRock Portfolio Management LLC, expressly disclaim such ownership except for pecuniary interests.

Do individuals associated with Global Investors personally own the reported CWEN shares?

The voting members of Global Investors' Investment Committee may be deemed to share beneficial ownership of the reported Clearway Energy securities. However, they expressly disclaim any such beneficial ownership, limiting any claim only to potential pecuniary interests, if any.

Was the BlackRock Portfolio Management LLC CWEN transaction under a Rule 10b5-1 plan?

The report does not indicate that the transaction was effected under a Rule 10b5-1 trading plan. The related checkbox for affirming that one or more transactions were made pursuant to such a plan was not selected.
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*
BlackRock Portfolio Management LLC

(Last)(First)(Middle)
50 HUDSON YARDS

(Street)
NEW YORK NEW YORK 10001

(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)
DirectorX10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
07/31/2026
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 C Common Stock07/31/2026J(1)217A(1)77,292ISee footnotes(2)(3)(4)
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 forfeiture of shares of restricted stock of the Issuer previously granted by Clearway Energy Group LLC ("Clearway Energy Group") under its Long Term Equity Incentive Program to one or more of its employees.
2. 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.
3. 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.
4. 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.
Remarks:
In accordance with SEC Release No. 34-39538 (January 12, 1998), BlackRock Portfolio Management LLC is reporting Issuer securities beneficially owned, or deemed to be beneficially owned, by certain business units (collectively, the "Reporting Business Units") of BlackRock, Inc. and its subsidiaries and affiliates. This filing does not include Issuer securities, if any, beneficially owned by other business units whose beneficial ownership of securities is disaggregated from that of the Reporting Business Units in accordance with such release.
BlackRock Portfolio Management LLC By: /s/ Julie Ashworth, Authorized Signatory08/04/2026
** 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)