Clearway Energy, Inc. (CWEN): BlackRock unit logs 1,646-share restructuring move

Rhea-AI Filing Summary

BlackRock Portfolio Management LLC, reporting as a more-than-10% owner of Clearway Energy, Inc., reported an indirect acquisition classified as an entity restructuring transaction. The filing shows 1,646 shares of Class C Common Stock tied to a forfeiture of restricted stock previously granted by Clearway Energy Group LLC to its employees, bringing the indirectly held position reported here to 78,938 shares. The shares are held directly by Clearway Energy Group through a multilayer ownership structure involving Zephyr, Midco and related GIP entities, and both BlackRock Portfolio Management LLC and the GIP entities expressly disclaim beneficial ownership except to the extent of any pecuniary interest.

Insider Trade Summary

Net Buyer: 1,646 shares

Net Buy 1 txn

Insider BlackRock Portfolio Management LLC

Role 10% Owner

Type	Security	Shares	Price	Value
Other	Class C Common Stock F1, F2, F3, F4	1,646	--	--

Holdings After Transaction: Class C Common Stock — 78,938 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.

Key Figures

Shares acquired in restructuring: 1,646 shares of Class C Common Stock Indirect holdings after transaction: 78,938 shares of Class C Common Stock Restructuring share count: 1,646 shares

3 metrics

Shares acquired in restructuring 1,646 shares of Class C Common Stock Other acquisition or disposition (Code J) linked to forfeiture of restricted stock

Indirect holdings after transaction 78,938 shares of Class C Common Stock Reported indirect position following the August 7, 2026 transaction

Restructuring share count 1,646 shares Classified as restructuringShares in the transaction summary

Key Terms

restricted stock, Long Term Equity Incentive Program, beneficial ownership, pecuniary interest, +1 more

5 terms

restricted stock financial

"Reflects the forfeiture of shares of restricted stock of the Issuer previously granted"

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 financial

"may be deemed to share beneficial ownership of the securities owned by Clearway Energy Group"

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"

indirect ownership financial

"total_shares_following_transaction reported as indirect ownership with nature of ownership footnotes"

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 08/11/2026 - 04:31 PM Accepted by SEC EDGAR 08/11/2026 - 04:30 PM Learn about SEC filing dates

FAQ

What insider transaction did BlackRock Portfolio Management LLC report for CWEN?

BlackRock Portfolio Management LLC reported an indirect acquisition of 1,646 Class C shares of Clearway Energy, Inc., tied to a forfeiture of restricted stock previously granted to employees of Clearway Energy Group LLC.

How many CWEN shares are reported as held after this transaction?

After the restructuring transaction, entities associated with the reporting business units show 78,938 shares of Class C Common Stock of Clearway Energy, Inc. held indirectly through Clearway Energy Group LLC and related GIP entities.

What is the nature of the CWEN stock transaction coded "J" on this Form 4?

The transaction coded "J" is an other acquisition or disposition related to entity restructuring. It reflects a forfeiture of restricted stock previously granted under Clearway Energy Group LLC’s Long Term Equity Incentive Program.

Who directly holds the CWEN shares referenced in this Form 4?

The reported Class C Common Stock is held directly by Clearway Energy Group LLC. Ownership flows through Zephyr GP, Zephyr, Midco and Global Infrastructure entities, which may be deemed to share beneficial ownership of these securities.

Do BlackRock Portfolio Management LLC and GIP entities claim full beneficial ownership of these CWEN shares?

No. BlackRock Portfolio Management LLC and the GIP entities disclaim beneficial ownership of the reported Clearway Energy, Inc. securities, except to the extent of any pecuniary interest, citing Exchange Act Rule 16a-1(a)(4).

Are the CWEN transactions reported under a Rule 10b5-1 trading plan?

The filing’s Rule 10b5-1 checkbox is not marked as affirmative, and the footnotes do not describe a trading plan, indicating the restructuring transaction was not reported as executed under Rule 10b5-1.

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^*

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)

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
08/07/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form 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)
			Code	V	Amount	(A) or (D)	Price
Class C Common Stock	08/07/2026		J(1)		1,646	A	(1)	78,938	I	See 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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount 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 Signatory	08/11/2026
	** 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.
* Form 4: SEC 1474 (03-26)