Clearway Energy SEC Filings

Clearway Energy, Inc. received a Form 4 from TotalEnergies-affiliated entities reporting internal restructuring transactions in its common stock, rather than market buys or sells. The filing shows 21,841 shares of Class A Common Stock converted into 21,841 shares of Class C Common Stock on a one-for-one basis following an amendment and restatement of the company’s Certificate of Incorporation, effective May 1, 2026. Another entry reports 6,461 shares of Class C Common Stock as part of these “other” transactions, with 75,591 Class C shares shown as indirectly held afterward. The securities are held directly by Clearway Energy Group LLC through ownership layers involving Zephyr entities and TotalEnergies units, which may be deemed beneficial owners but each disclaims beneficial ownership except to the extent of its pecuniary interest.

TotalEnergies and its affiliates report significant ownership in Clearway Energy, Inc. Class C common stock. They beneficially own 84,175,483 shares of Class C, representing 41.0% of the class, including Class B and Class D units that are exchangeable one‑for‑one into Class C shares.

The filing explains a recapitalization where each Class A share converted into one Class C share on May 1, 2026, with 21,841 Class A shares held by the reporting group converting accordingly. A Voting Trust Agreement was implemented so that Clearway Energy Group’s total relative voting power remains unchanged before and after the conversion, including depositing 41,678,637 Class B shares into a voting trust that must vote proportionally with all stockholders.

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.

BlackRock Portfolio Management LLC reports beneficial ownership of 85,181,445 shares of Clearway Energy, Inc. Class C common stock, representing 41.5% of the class.

The amendment reflects the Class A Conversion, where 76,206 Class A shares held by BlackRock converted one-for-one into Class C shares, and explains a Voting Trust Agreement designed to maintain Clearway Energy Group’s relative voting power. It also details additional Reporting Advisory Shares acquired for about $26.8 million, and small economic exposures through short positions, long cash-settled swaps, and short cash-settled swaps tied to Class C shares.

Clearway Energy, Inc. executive Kevin P. Malcarney reported an automatic share-class conversion related to the company’s recapitalization. A total of 600 shares of Class A common stock converted into 600 shares of Class C common stock without any cash changing hands, as part of a company-wide Class A Conversion exempt under SEC Rule 16b-7. Following the change, he directly holds 88,962 shares of Class C common stock and no Class A common stock.

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.

Clearway Energy, Inc. director Brian R. Ford reported a reclassification of his holdings due to an automatic share conversion. On the effective date, 8,785 shares of Class A common stock converted into 8,785 shares of Class C common stock under an amended Certificate of Incorporation, in a transaction exempt under SEC Rule 16b-7. After the conversion, he directly holds 97,916 shares of Class C common stock, including 4,547 deferred stock units and 4,238 dividend equivalent rights that are now also settled only in Class C shares.

Clearway Energy, Inc. notified the New York Stock Exchange LLC of the voluntary removal of its Class A Common Stock from listing and registration under Section 12(b) of the Exchange Act.

The Exchange certified compliance with its rules and cited 17 CFR 240.12d2-2 and related provisions governing withdrawal.

Clearway Energy, Inc. simplified its equity structure by converting each share of Class A common stock into one share of Class C common stock effective May 1, 2026, eliminating Class A as a separate class. The company filed an amended and restated charter, retired all Class A shares and restated its certificate of incorporation.

In connection with the conversion, Clearway Energy Group LLC placed 41,678,637 Class B shares into a Voting Trust so its relative voting power matches pre-conversion levels, while the trustee generally votes those shares in proportion to all stockholder votes. After the conversion, Class B represented about 39.48% of total voting power, Class C 45.12% and Class D 15.40%.

Stockholders approved the charter amendment and all other annual meeting proposals, including director elections and ratification of the independent auditor. Class A stock was suspended from NYSE trading, and Class C stock continues under the CWEN symbol with the same CUSIP, with stockholder economic rights unchanged.