Clearway Energy, Inc. filings document formal disclosures for a U.S. power-generation owner with renewable, storage and dispatchable assets. Current reports furnish operating results and financial-condition updates, including Adjusted EBITDA, operating cash flow and Cash Available for Distribution, while material-event reports cover project agreements, acquisitions, financing arrangements and senior note issuance by Clearway Energy Operating LLC.
Governance and capital-structure filings include proxy materials for director elections and stockholder voting, charter amendments, exchange-agreement changes with Clearway Energy LLC and Clearway Energy Group LLC, and the completed conversion of Class A common stock into Class C common stock. The filing record also includes Form 25 disclosure for removal of the Class A listing and registration on the NYSE.
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.
Clearway Energy, Inc. is asking stockholders to vote at its virtual 2026 Annual Meeting on April 29, 2026. The proxy covers the election of eleven directors, an advisory vote on executive pay, and ratification of PricewaterhouseCoopers LLP as independent auditor for 2026.
The key proposal is approval of a Second Amended and Restated Certificate of Incorporation. This would convert each share of Class A common stock into one share of Class C common stock automatically at 12:01 a.m. Eastern Time on the second business day after the amended charter is filed, eliminate the company’s authority to issue or reissue Class A shares after the conversion, and reduce authorized Class A shares from 500,000,000 to 34,613,853. Only stockholders of record of Class A, B, C, or D common stock as of March 19, 2026 may vote, using internet, phone, mail, or during the virtual meeting.
TotalEnergies-affiliated entities reported a small restructuring of their indirect stake in Clearway Energy, Inc. The filing shows 493 shares of Class C common stock were forfeited from restricted stock previously granted by Clearway Energy Group LLC under its Long Term Equity Incentive Program to one or more of its employees.
After this forfeiture, Clearway Energy Group holds 167,089 shares of Class C common stock. The securities are held directly by Clearway Energy Group, which is controlled through GIP III Zephyr Acquisition Partners, L.P. and related Zephyr entities. The TotalEnergies entities may be deemed to beneficially own these securities through their interests in Zephyr GP but each disclaims beneficial ownership except to the extent of any pecuniary interest.
BlackRock Portfolio Management LLC, as a reporting person for Clearway Energy, Inc., reported an administrative change involving 493 shares of Class C common stock. A footnote explains this reflects the forfeiture of restricted stock previously granted by Clearway Energy Group LLC to its employees. After this restructuring entry, 167,089 shares of Class C common stock are shown as indirectly held by Clearway Energy Group. The filing notes that BlackRock Portfolio Management LLC and related GIP entities disclaim beneficial ownership of these securities except to any pecuniary interest.
Clearway Energy, Inc. discloses preliminary communications about a potential exchange offer to convert Class A common stock into Class C common stock.
The Potential Exchange Offer would exchange one share of Class C common stock for each share of Class A common stock properly tendered; it will only be commenced, if at all, if the Company’s stockholders do not approve the Amended Charter at the Annual Meeting scheduled for April 29, 2026. The company may nevertheless decide not to commence the Potential Exchange Offer even if the Amended Charter is not approved. Final terms would be provided in an Offer to Exchange filed on Schedule TO if the offer commences.
Clearway Energy, Inc. is soliciting proxies for its 2026 Annual Meeting to be held virtually on April 29, 2026 and asks stockholders to approve a charter amendment that would convert outstanding Class A common stock into Class C common stock.
The proposed Amended Charter would make each share of Class A convertible into one share of Class C and provide that the conversion "will occur automatically at 12:01 a.m., Eastern Time, on the second business day following the filing of the Amended Charter." If approved, Class A listing ("CWEN.A") would be removed and all converted shares would trade as Class C ("CWEN"). The Board also describes a Voting Trust Agreement intended to preserve the pre-conversion relative voting power of CEG.
Clearway Energy, Inc. plans a charter amendment to convert each share of its Class A common stock into one share of Class C common stock, subject to stockholder approval at the 2026 Annual Meeting. The conversion would become effective automatically on the second business day after the amendment is filed.
On March 9, 2026, Class A closed at $35.57 and Class C at $37.94, a 6.7% premium. The company states the simplification is expected to eliminate the dual-class trading structure, address the valuation discount on Class A, increase trading liquidity and public float, and broaden investor appeal. Clearway Energy Group LLC would enter a Voting Trust Agreement intended to preserve the total relative voting power of public stockholders. Approval requires 66 2/3% of combined common voting power and a majority of Class A voting power as of the March 19, 2026 record date.
Malcarney Kevin P. reported acquisition or exercise transactions in this Form 4 filing.
Clearway Energy, Inc. executive Kevin P. Malcarney, EVP and General Counsel, received an award of 691 Class C Common Stock-equivalent units on March 2, 2026 at no cash cost, representing dividend equivalent rights tied to his existing RSUs and performance stock units. Following this grant, his directly held Class C-related holdings total 87,074 units, including 5,984 dividend equivalent rights that can only be settled in Class C Common Stock.
Clearway Energy, Inc. reported that EVP and CFO Sarah Rubenstein acquired 767 shares of Class C Common Stock through a stock-based award with no cash paid per share. Following this grant, she directly holds a total of 51,077 Class C shares.
The new shares represent dividend equivalent rights tied to her existing Restricted Stock Units and Relative Performance Stock Units. The holdings total includes 6,217 dividend equivalent rights that, like the new award, may only be settled in Class C Common Stock.