Clearway Energy (CWEN): ClearBridge entities disclose 4.6% beneficial stake in Class C stock

Rhea-AI Filing Summary

ClearBridge Investments entities report their ownership of Clearway Energy, Inc. Class C common stock. ClearBridge Investments, LLC, ClearBridge Investments Limited, and ClearBridge Investments (North America) Pty Ltd collectively report beneficial ownership of 5,612,012 Class C shares, representing 4.6% of the class.

ClearBridge Investments Limited holds sole voting and dispositive power over 4,903,642 shares, and ClearBridge Investments (North America) Pty Ltd over 697,948 shares, while ClearBridge Investments, LLC holds 10,422 shares. Each reports sole, and no shared, voting and dispositive power. The filers state that these securities are held in investment management client accounts of ClearBridge entities, which are indirect wholly owned subsidiaries of Franklin Resources, Inc., and they disclaim pecuniary interest and beneficial ownership beyond what is required under Rule 13d-3.

Key Figures

Beneficial ownership shares: 5,612,012 shares Percent of class owned: 4.6% ClearBridge Investments Limited holdings: 4,903,642 shares +3 more

6 metrics

Beneficial ownership shares 5,612,012 shares Class C common stock beneficially owned by ClearBridge entities

Percent of class owned 4.6% Percentage of Clearway Energy Class C common stock

ClearBridge Investments Limited holdings 4,903,642 shares Shares with sole voting and dispositive power

ClearBridge Investments (North America) Pty Ltd holdings 697,948 shares Shares with sole voting and dispositive power

ClearBridge Investments, LLC holdings 10,422 shares Shares with sole voting and dispositive power

Ownership threshold reference 5 percent Item 5 notes ownership of 5 percent or less of a class

Key Terms

beneficial owner, investment discretion, informational barriers, pecuniary interest, +2 more

6 terms

beneficial owner regulatory

"for purposes of Rule 13d-3 under the Act, CIL may be deemed to be the beneficial owner"

A beneficial owner is the person who ultimately owns or controls a financial asset or property, even if their name isn't directly on official documents. Think of it like someone who secretly holds the keys to a safe deposit box—others may appear to have access, but the true owner is the one who benefits from what's inside. Identifying beneficial owners helps ensure transparency and prevent illegal activities like money laundering or fraud.

investment discretion financial

"delegates to CIL investment discretion or voting power over the securities"

informational barriers regulatory

"internal policies and procedures ... establish informational barriers that prevent the flow"

pecuniary interest financial

"CIL disclaims any pecuniary interest in any of the securities reported"

Rule 13d-3 regulatory

"for purposes of Rule 13d-3 under the Act, CIL may be deemed"

Rule 13d-3 defines who is treated as the beneficial owner of a company’s shares for U.S. securities disclosure rules — essentially anyone who has the power to vote or direct how shares are voted, or the power to buy or sell them, even if they don’t hold the certificates. For investors this matters because crossing certain ownership thresholds triggers public filing and disclosure obligations and signals potential control or influence, much like having the keys to a car implies you can drive it even if it’s registered to someone else.

Schedule 13G regulatory

"in conformity with the guidelines articulated by the SEC staff in Release No. 34-39538"

A Schedule 13G is a formal document that investors file with the government when they acquire a large ownership stake in a company, usually for investment purposes rather than control. It helps keep the public informed about who owns significant parts of a company's shares, which can influence how the company is managed and how investors make decisions. Filing this schedule is important for transparency and understanding the ownership landscape of publicly traded companies.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 07/29/2026 - 02:50 PM Accepted by SEC EDGAR 07/29/2026 - 02:49 PM Learn about SEC filing dates

FAQ

What percentage of Clearway Energy (CWEN) Class C shares does ClearBridge report owning?

ClearBridge entities collectively report beneficial ownership of 4.6% of Clearway Energy’s Class C common stock, representing 5,612,012 shares held across various investment management client accounts they manage.

How many Clearway Energy (CWEN) Class C shares are beneficially owned according to this Schedule 13G/A?

The filing reports beneficial ownership of 5,612,012 Class C common shares of Clearway Energy, Inc., which together account for 4.6% of that class, all held for investment management clients of the ClearBridge entities.

Which ClearBridge entity holds the largest Clearway Energy (CWEN) Class C position?

ClearBridge Investments Limited holds the largest position, with 4,903,642 Clearway Energy Class C shares. It has sole voting and sole dispositive power over these shares, with no shared voting or shared dispositive authority reported.

Do the ClearBridge entities share voting power over Clearway Energy (CWEN) shares?

No. The filing states that each ClearBridge entity has sole voting and dispositive power over its respective Clearway Energy Class C shares, and reports 0 shared voting power and 0 shared dispositive power.

How are Franklin Resources, Inc. and ClearBridge related in this Clearway Energy (CWEN) filing?

The ClearBridge entities are described as indirect wholly owned subsidiaries of Franklin Resources, Inc. They state that voting and investment powers are exercised independently from Franklin Resources and its other affiliates, with informational barriers in place.

Do the ClearBridge entities claim pecuniary interest in the Clearway Energy (CWEN) shares?

No. The filers state that they disclaim any pecuniary interest in the Clearway Energy Class C shares, which are held in client investment accounts, and also disclaim beneficial ownership beyond Rule 13d-3 requirements.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)

Clearway Energy, Inc.

(Name of Issuer)

Class C Common Stock, par value $0.01

(Title of Class of Securities)

18539C204

(CUSIP Number)

06/30/2026

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

schemaVersion:

SCHEDULE 13G

CUSIP Number(s): 18539C204

1

Names of Reporting Persons

Clearbridge Investments, LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 10,422.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 10,422.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

10,422.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

0.0 %

12

Type of Reporting Person (See Instructions)

IA, OO

SCHEDULE 13G

CUSIP Number(s): 18539C204

1

Names of Reporting Persons

ClearBridge Investments Ltd

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

AUSTRALIA

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 4,903,642.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 4,903,642.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

4,903,642.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

4.0 %

12

Type of Reporting Person (See Instructions)

IA, OO

SCHEDULE 13G

CUSIP Number(s): 18539C204

1

Names of Reporting Persons

ClearBridge Investments (North America) Pty Ltd

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

AUSTRALIA

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 697,948.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 697,948.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

697,948.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

0.6 %

12

Type of Reporting Person (See Instructions)

IA, OO

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Clearway Energy, Inc.
(b)	Address of issuer's principal executive offices: 300 Carnegie Center, Suite 300, Princeton, NJ 08540
Item 2.
(a)	Name of person filing: (i) ClearBridge Investments, LLC (ii): ClearBridge Investments Limited (iii): ClearBridge Investments (North America) Pty Ltd
(b)	Address or principal business office or, if none, residence: (i):One Madison Ave. New York, NY 10010 (ii) and (iii): Level 13, 35 Clarence Street Sydney, Australia 2000
(c)	Citizenship: (i):Delaware (ii) and (iii): Australian Corporation
(d)	Title of class of securities: Class C Common Stock, par value $0.01
(e)	CUSIP No.: 18539C204
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: 5,612,012
(b)	Percent of class: 4.6%
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: ClearBridge Investments, LLC: 10.422 ClearBridge Investments Limited: 4,903,642 ClearBridge Investments (North America) Pty Ltd: 697,948
	(ii) Shared power to vote or to direct the vote: 0
	(iii) Sole power to dispose or to direct the disposition of: ClearBridge Investments, LLC: 10.422 ClearBridge Investments Limited: 4,903,642 ClearBridge Investments (North America) Pty Ltd: 697,948
	(iv) Shared power to dispose or to direct the disposition of: 0
Item 5.	Ownership of 5 Percent or Less of a Class.
	Ownership of 5 percent or less of a class
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Clearbridge Investments, LLC

Signature:	/s/BRIAN R. MURPHY
Name/Title:	Brian R. Murphy, Chief Compliance Officer of ClearBridge Investments, LLC
Date:	07/28/2026

ClearBridge Investments Ltd

Signature:	/s/ANNETTE GOLDEN
Name/Title:	Annette Golden, Head of Legal, Risk and Compliance & Company Secretary of ClearBridge Investments Limited
Date:	07/28/2026

ClearBridge Investments (North America) Pty Ltd

Signature:	/s/ANNETTE GOLDEN
Name/Title:	Annette Golden, Head of Legal, Risk and Compliance & Company Secretary of ClearBridge Investments (North America) Pty Ltd
Date:	07/28/2026

Exhibit Information

Exhibit A: Joint Filing Agreement Exhibit B: Item 4 Ownership Exhibit C: Item 8 Identification and Classification of Members of the Group Exhibit A: JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with each other of the attached statement on Schedule 13G and to all amendments to such statement and that such statement and all amendments to such statement are made on behalf of each of them. IN WITNESS WHEREOF, the undersigned have executed this agreement on the date of the signing of this filing. ClearBridge Investments, LLC By: /s/BRIAN R. MURPHY Brian R. Murphy Chief Compliance Officer of ClearBridge Investments, LLC ClearBridge Investments Limited By: /s/ANNETTE GOLDEN Annette Golden Head of Legal, Risk and Compliance & Company Secretary of ClearBridge Investments Limited ClearBridge Investments (North America) Pty Ltd By: /s/ANNETTE GOLDEN Annette Golden Head of Legal, Risk and Compliance & Company Secretary of ClearBridge Investments (North America) Pty Ltd Exhibit B: Item 4 Ownership The securities reported herein are beneficially owned by one or more open end investment companies or other managed accounts that are investment management clients of ClearBridge Investments, LLC, ClearBridge Investments Limited, and ClearBridge Investments (North America) Pty Ltd. (collectively,"CIL"), indirect wholly owned subsidiaries of Franklin Resources, Inc. ("FRI"). When an investment management contract (including a sub advisory agreement) delegates to CIL investment discretion or voting power over the securities held in the investment advisory accounts that are subject to that agreement, FRI treats CIL as having sole investment discretion or voting authority, as the case may be, unless the agreement specifies otherwise. Accordingly, CIL reports on Schedule 13G that it has sole investment discretion and voting authority over the securities covered by any such investment management agreement, unless otherwise noted in this Item 4. As a result, for purposes of Rule 13d-3 under the Act, CIL may be deemed to be the beneficial owner of the securities reported in this Schedule 13G. Beneficial ownership by investment management subsidiaries and other affiliates of FRI is being reported in conformity with the guidelines articulated by the SEC staff in Release No. 34-39538 (January 12, 1998) relating to organizations, such as FRI, where related entities exercise voting and investment powers over the securities being reported independently from each other. The voting and investment powers held by CIL are exercised independently from FRI (CIL's parent holding company) and from all other investment management subsidiaries of FRI (FRI, its affiliates and investment management subsidiaries other than CIL are, collectively, "FRI affiliates"). Furthermore, internal policies and procedures of CIL and FRI affiliates establish informational barriers that prevent the flow between CIL and the FRI affiliates of information that relates to the voting and investment powers over the securities owned by their respective investment management clients. Consequently, CIL and the FRI affiliates report the securities over which they hold investment and voting power separately from each other for purposes of Section 13 of the Act. Charles B. Johnson and Rupert H. Johnson, Jr. (the "Principal Shareholders") may each own in excess of 10% of the outstanding common stock of FRI and are the principal stockholders of FRI (see FRI's Proxy Statement-Stock Ownership of Certain Beneficial Owners). However, because CIL exercises voting and investment powers on behalf of its investment management clients independently of FRI affiliates, beneficial ownership of the securities reported by CIL is not attributed to the Principal Shareholders. CIL disclaims any pecuniary interest in any of the securities reported in this Schedule 13G. In addition, the filing of this Schedule 13G on behalf of CIL should not be construed as an admission that it is, and it disclaims that it is, the beneficial owner, as defined in Rule 13d-3, of any of such securities. Furthermore, CIL believes that it is not a "group" with FRI affiliates, the Principal Shareholders, or their respective affiliates within the meaning of Rule 13d-5 under the Act and that none of them is otherwise required to attribute to any other the beneficial ownership of the securities held by such person or by any persons or entities for whom or for which CIL or the FRI affiliates provide investment management services. EXHIBIT C ClearBridge Investments, LLC Item 3 Classification: 3(e) ClearBridge Investments Limited Item 3 Classification: 3(j) ClearBridge Investments (North America) Pty Ltd Item 3 Classification: 3(j)