BlackRock unit reports CWEN restructuring share change
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.
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Form Type
4
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
Other: 1,646 shares
Other
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)
- 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.
- 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.
- 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.
- 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"
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
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.
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.
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.
AI-generated analysis. How Rhea-AI works. Not financial advice.
