What is the nature of the Class A to Class C share conversion at Clearway Energy (CWEN)?

Each outstanding share of Clearway Energy Class A common stock automatically converted into one Class C share. The conversion occurred pursuant to an amended and restated Certificate of Incorporation and is characterized as an exempt restructuring transaction under SEC Rule 16b-7.

Clearway Energy CFO reports share class conversion

Clearway Energy, Inc. EVP and CFO Sarah Rubenstein reported an automatic share class conversion.

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Filing Sentiment

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Form Type

Rhea-AI Filing Summary

Clearway Energy, Inc. EVP and CFO Sarah Rubenstein reported an automatic share class conversion. On May 1, 2026, 380 shares of Class A common stock automatically converted into 380 shares of Class C common stock under an amended Certificate of Incorporation. Following the transaction, she directly holds 51,485 shares of Class C stock and no Class A shares.

Insider Trade Summary

Other: 760 shares

Other 2 txns

Insider Rubenstein Sarah

Role EVP AND CFO

Type	Security	Shares	Price	Value
Other	Class A Common Stock, par value $.01 per share	380	$0.00	$0.00
Other	Class C Common Stock, par value $.01 per share	380	$0.00	$0.00

Holdings After Transaction: Class A Common Stock, par value $.01 per share — 0 shares (Direct); Class C Common Stock, par value $.01 per share — 51,485 shares (Direct)

Footnotes (1)

F1. 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.

Key Figures

Class A shares converted: 380 shares Class C shares received: 380 shares Class C holdings after transaction: 51,485 shares +2 more

5 metrics

Class A shares converted 380 shares Automatic Class A to Class C conversion on May 1, 2026

Class C shares received 380 shares One-for-one conversion from Class A common stock

Class C holdings after transaction 51,485 shares Directly owned by CFO after restructuring

Class A holdings after transaction 0 shares Direct holdings of Class A common stock post-conversion

Total restructuring shares 760 shares Sum of Class A and Class C shares in J-code restructuring

Key Terms

Class A common stock, Class C common stock, Certificate of Incorporation, automatic conversion, +1 more

5 terms

Class A common stock financial

"Reflects the automatic 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 and restatement..."

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.

Certificate of Incorporation regulatory

"pursuant to an amendment and restatement of the Certificate of Incorporation of Clearway Energy, Inc. filed on April 29, 2026..."

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.

automatic conversion financial

"Reflects the automatic conversion on May 1, 2026 of each outstanding share of Clearway Energy, Inc. Class A common stock..."

SEC Rule 16b-7 regulatory

"The Class A Conversion is an exempt transaction pursuant to SEC Rule 16b-7."

FAQ

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What insider transaction did Clearway Energy (CWEN) report for CFO Sarah Rubenstein?

Clearway Energy’s CFO Sarah Rubenstein reported an automatic conversion of 380 Class A shares into 380 Class C shares. This restructuring event changed the share class she holds rather than reflecting a traditional market purchase or sale.

How many Clearway Energy (CWEN) shares does the CFO hold after the conversion?

After the automatic conversion, Sarah Rubenstein directly holds 51,485 shares of Clearway Energy Class C common stock. Her direct holdings of Class A common stock are reported as zero following the restructuring transaction disclosed in the Form 4.

Did the Clearway Energy (CWEN) CFO buy or sell shares in this Form 4 filing?

The Form 4 does not report open-market buying or selling by the CFO. Instead, it records an automatic one-for-one conversion of 380 Class A shares into 380 Class C shares, classified as an “other” exempt restructuring transaction.

How many Clearway Energy (CWEN) shares were affected by the restructuring transaction?

The restructuring involved 760 shares in total, consisting of 380 Class A shares and 380 Class C shares. Specifically, 380 Class A shares converted into 380 Class C shares, changing the composition, but not the net number, of shares held by the CFO.

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Form 4 Insider Transactions: What Each Field Means →

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Accepted by SEC EDGAR 05/01/2026 - 04:08 PM EDT

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^*

Rubenstein Sarah

(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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/29/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock, par value $.01 per share	04/29/2026		J⁽¹⁾		380	D	⁽¹⁾	0	D
Class C Common Stock, par value $.01 per share	04/29/2026		J⁽¹⁾		380	A	⁽¹⁾	51,485	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

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.

	/s/ Kevin P. Malcarney, Attorney-in-Fact	05/01/2026
	** 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)

Source: View Original Filing on SEC EDGAR