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Clearway Energy’s major holder updated its ownership and governance arrangements. BlackRock Portfolio Management LLC reports beneficial ownership of 78,263 shares of Class A common stock, or 0.2% of that class, and 85,120,535 shares of Class C common stock, representing 49.9% of Class C.
The filing describes a Third Amended and Restated Exchange Agreement allowing exchanges of Class B and Class D units of Clearway Energy LLC into Class C shares on a one-for-one basis, with corresponding Class B or Class D shares extinguished. The board has proposed a charter amendment to convert each Class A share into one Class C share, subject to stockholder approval with supermajority vote thresholds.
Clearway Energy Group plans a Voting Trust Agreement that would deposit 41,683,815 Class B shares into a voting trust to keep its relative voting power unchanged after the Class A conversion. The filer states it has ceased to be a beneficial owner of more than five percent of the Class A shares, and also discloses small long and short derivative positions and short positions in the stock.
TotalEnergies-affiliated entities reported internal equity restructurings and a derivative conversion involving Clearway Energy, Inc. Through Clearway Energy Group, they converted 215,000 Class D Units of Clearway Energy LLC into 215,000 shares of Class C Common Stock on a one-for-one basis, leaving 41,361,142 Class D Units outstanding indirectly held.
The filing also reflects 42,738,750 Class B Units of Clearway Energy LLC that, under a newly amended exchange agreement effective April 1, 2026, are now exchangeable into Class C Common Stock instead of Class A Common Stock. The amendment states this change did not involve any purchase or sale of Class B Units. Additional entries reflect tax withholding and grants of restricted Class C Common Stock made by Clearway Energy Group to its employees under a long-term equity incentive program. The reporting TotalEnergies entities may be deemed to beneficially own these securities through the ownership chain but each disclaims beneficial ownership except to the extent of its pecuniary interest.
BlackRock Portfolio Management LLC, as a reporting person for Clearway Energy, Inc., reported several indirect, non‑market transactions involving Clearway Energy LLC units and Clearway Energy Class C Common Stock. The activity is primarily internal restructurings, equity grants and tax withholdings rather than open‑market buying or selling.
On March 31, 2026, 215,000 Class D Units of Clearway Energy LLC were converted into 215,000 shares of Class C Common Stock under an exchange agreement. On April 1, 2026, a restated exchange agreement changed 42,738,750 Class B Units from being exchangeable into Class A Common Stock to Class C Common Stock on a one‑for‑one basis without any purchase or sale of the units.
Footnotes explain that certain Class C Common Stock movements reflect restricted stock grants and related tax‑withholding for employees of Clearway Energy Group, and that BlackRock Portfolio Management LLC and related GIP entities disclaim beneficial ownership of the reported securities except to the extent of any pecuniary interest.
Clearway Energy, Inc. entered into a Third Amended and Restated Exchange Agreement with Clearway Energy LLC and Clearway Energy Group LLC on April 1, 2026. The agreement updates how certain units held by CEG unitholders can be exchanged into Clearway Energy stock.
Previously, Class B units of Clearway Energy LLC were exchangeable into Class A common stock, and Class D units into Class C common stock, on a one-for-one basis, with matching Class B or Class D common shares extinguished. The new agreement allows CEG unitholders to exchange Class B units for Class C common stock instead, still one-for-one, while the corresponding Class B common shares are extinguished.
Clearway Energy, Inc. reported an insider restructuring transaction involving entities affiliated with TotalEnergies. An affiliated holder, Clearway Energy Group LLC, forfeited 1,091 shares of Class C Common Stock previously granted as restricted stock under its Long Term Equity Incentive Program to one or more employees. After this forfeiture, 168,180 shares of Class C Common Stock are reported as held indirectly by Clearway Energy Group. The filing explains a chain of ownership through Zephyr entities and several TotalEnergies-related companies, which may be deemed to beneficially own these shares but each disclaims beneficial ownership except to the extent of its pecuniary interest.
BlackRock Portfolio Management LLC, as a reporting person for Clearway Energy, Inc., reported an "other" transaction involving Class C Common Stock on March 26, 2026. The filing reflects the forfeiture of 1,091 shares of restricted stock previously granted by Clearway Energy Group LLC to one or more of its employees under its Long Term Equity Incentive Program.
After this restructuring event, 168,180 shares of Class C Common Stock are shown as held indirectly through Clearway Energy Group. Various related entities, including Zephyr Holdings GP, LLC and other GIP-affiliated entities, may be deemed to share beneficial ownership of these securities. BlackRock Portfolio Management LLC and the GIP entities expressly disclaim beneficial ownership except to any pecuniary interest.
The Vanguard Group filed Amendment No. 7 to a Schedule 13G/A reporting no beneficial ownership in Clearway Energy Inc. The filing lists 0 shares beneficially owned, representing 0% of the class. It notes an internal realignment effective January 12, 2026 that caused certain Vanguard subsidiaries to report separately.
The filing identifies the issuer as Clearway Energy Inc and is signed by Ashley Grim on 03/26/2026. The disclosure states the disaggregated reporting follows SEC Release No. 34-39538 and that no other person holds more than 5% of the class.
Clearway Energy Inc Schedule 13G/A (Amendment No. 8) reports that The Vanguard Group holds 0 shares of Common Stock, representing 0% of the class. The filing explains an internal realignment effective January 12, 2026 and reliance on SEC Release No. 34-39538 for disaggregated reporting. The amendment is signed by Ashley Grim on 03/26/2026.
Clearway Energy, Inc. filed a Schedule TO disclosure relating to preliminary communications about a possible Potential Exchange Offer to exchange each share of Class A common stock for one share of Class C common stock on a one-for-one basis. The exchange would be opened only if stockholders do not approve an Amended Charter at the Annual Meeting to be held on April 29, 2026.
The filing attaches the Definitive Proxy Statement for that meeting and states the Potential Exchange Offer has not commenced and may not be pursued even if the charter amendment fails. Any actual exchange offer would be made only under a future Offer to Exchange filed on Schedule TO.