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$CWEN All transactions

Clearway Energy, Inc.

A

$ Value

Shares

4,635

Price

Filed

Apr 17

Insider

Name

Malcarney Kevin P.

Title

EVP, GEN COUNSEL AND CORP SECR

CIK

0001738590

Roles

Officer

Transaction Details

Transaction Date

2026-04-15

Code

A

Table

Non-Derivative

Ownership

Direct

Equity Swap

No

Shares After

88,362

Footnotes

On April 15, 2023, Mr. Malcarney was issued 5,391 Restricted Stock Units ("RSUs") by Clearway Energy, Inc. (f/k/a NRG Yield, Inc.) under Clearway Energy Inc.'s Amended and Restated 2013 Equity Incentive Plan (the "LTIP"). These RSUs vest ratably over a three-year period beginning on the first anniversary of the date of the grant. Each RSU is equivalent in value to one share of Class C Common Stock of Clearway Energy Inc., par value $.01 per share. On April 15, 2026, 1,801 shares vested. Mr. Malcarney elected to satisfy his tax obligation upon the exchange of common stock for RSUs having a value on the date of the exchange equal to the withholding obligation. This form reflects the surrender of 1,014 shares of Class C Common Stock to satisfy the grantee's tax withholding obligation. | In connection with the vesting of the RSUs described above, 679 DERs converted to Class C Common Stock, resulting in the reporting person holding 5,305 dividend equivalent rights that may only be settled in Class C Common Stock. Dividend equivalent rights accrue on the reporting person's restricted stock, which become exercisable proportionately with the restricted stock units to which they relate and may only be settled in Clearway Energy, Inc. Class C Common Stock. Each dividend equivalent right is the economic equivalent of one share of Clearway Energy, Inc. Class C Common Stock. | On April 15, 2024, Mr. Malcarney was issued 7,859 RSUs under the LTIP. These RSUs vest ratably over a three-year period beginning on the first anniversary of the date of the grant. Each RSU is equivalent in value to one share of Class C Common Stock of Clearway Energy Inc., par value $.01 per share. On April 15, 2026, 2,385 shares vested. Mr. Malcarney elected to satisfy his tax obligation upon the exchange of common stock for RSUs having a value on the date of the exchange equal to the withholding obligation. This form reflects the surrender of 1,309 shares of Class C Common Stock to satisfy the grantee's tax withholding obligation. | In connection with the vesting of the RSUs described above, 449 DERs converted to Class C Common Stock, resulting in the reporting person holding 4,856 dividend equivalent rights that may only be settled in Class C Common Stock. Dividend equivalent rights accrue on the reporting person's restricted stock, which become exercisable proportionately with the restricted stock units to which they relate and may only be settled in Clearway Energy, Inc. Class C Common Stock. Each dividend equivalent right is the economic equivalent of one share of Clearway Energy, Inc. Class C Common Stock. | On April 15, 2025, Mr. Malcarney was issued 6,233 RSUs under the LTIP. These RSUs vest ratably over a three-year period beginning on the first anniversary of the date of the grant. Each RSU is equivalent in value to one share of Class C Common Stock of Clearway Energy Inc., par value $.01 per share. On April 15, 2026, 2,075 shares vested. Mr. Malcarney elected to satisfy his tax obligation upon the exchange of common stock for RSUs having a value on the date of the exchange equal to the withholding obligation. This form reflects the surrender of 1,103 shares of Class C Common Stock to satisfy the grantee's tax withholding obligation. | In connection with the vesting of the RSUs described above, 116 DERs converted to Class C Common Stock, resulting in the reporting person holding 4,740 dividend equivalent rights that may only be settled in Class C Common Stock. Dividend equivalent rights accrue on the reporting person's restricted stock, which become exercisable proportionately with the restricted stock units to which they relate and may only be settled in Clearway Energy, Inc. Class C Common Stock. Each dividend equivalent right is the economic equivalent of one share of Clearway Energy, Inc. Class C Common Stock. | Mr. Malcarney was issued 10,968 Relative Performance Stock Units ("RPSUs") under the LTIP on April 15, 2023. Based on the Company reaching a certain level of total shareholder return ("TSR"), 7,086 RPSUs vested on April 15, 2026. | Mr. Malcarney was entitled to receive (i) a maximum of 16,452 shares of Class C Common Stock if Company's TSR is ranked at or above the 75th percentile relative to a peer group of companies approved by the Company's Compensation Committee (the "Peer Group") for the performance period ("Maximum"); (ii) 10,968 shares of Class C Common Stock if Company's TSR is ranked at the 50th percentile relative to the Peer Group for the performance period (the "Target"); provided, however, if TSR is less than negative twenty percent (-20%), the Company's TSR must be ranked at the 60th percentile relative to the Peer Group for the performance period to receive the Target award; or (iii) 2,742 shares of Common Stock if Company's TSR is ranked at the 25th percentile relative to the Peer Group for the performance period (the "Threshold").The Reporting Person will not receive any shares of Common Stock if Company's TSR is below the 25th percentile. | Mr. Malcarney elected to satisfy his tax obligation upon the exchange of common stock for RPSUs having a value on the date of the exchange equal to the withholding obligation. This form reflects the surrender of 6,945 shares of Class C Common Stock to satisfy the grantee's tax withholding obligation. | In connection with the vesting of the RPSUs described above, a previously accrued 2,273 dividend equivalent rights ("DERs") converted to Class C Common Stock resulting in the reporting person holding 2,467 DERs that may only be settled in Class C Common Stock. DERs accrue on the reporting person's outstanding RSUs and RPSUs, which become exercisable proportionately with the RSUs and RPSUs to which they relate and may only be settled in Clearway Energy, Inc. Class C Common Stock. Each DER is the economic equivalent of one share of Clearway Energy, Inc. Class C Common Stock. | Restricted Stock Unit (RSU) awards become eligible for continued vesting after a participant's Retirement, as defined in the LTIP, provided the award has been outstanding for one year. On April 15, 2026, Mr. Malcarney's RSUs granted on April 15, 2025 became eligible for continued vesting pursuant to the award agreement in the event Mr. Malcarney retires. Mr. Malcarney elected to satisfy his tax obligation upon the exchange of common stock for RSUs having a value on the date of the exchange equal to the withholding obligation associated with his eligibility for continued vesting of outstanding RSUs. This form reflects the surrender of 62 shares of Class C Common Stock to satisfy the grantee's tax withholding obligation. | Represents RSUs issued to Mr. Malcarney under the LTIP. | Each RSU is equivalent in value to one share of Clearway Energy, Inc.'s Class C Common Stock, par value $.01 per share. | The Reporting Person will receive from Clearway Energy, Inc. one such share of Class C Common Stock for each RSU that will vest ratably over a three-year period beginning on the first anniversary of the date of the grant. | The Reporting Person was issued 4,643 Relative Performance Stock Units ("RPSUs") by Clearway Energy, Inc. under the LTIP on April 15, 2026. The RPSUs will convert to shares of Clearway Energy, Inc. Class C Common Stock on April 15, 2029 only in the event the Company has achieved a certain level of total shareholder return ("TSR") relative to the Peer Group (defined below) over a three-year performance period. The number of shares of Common Stock that the Reporting Person may receive is interpolated for TSR falling between Threshold, Target, and Maximum levels as described below. | Reporting Person will receive (i) a maximum of 6,964 shares of Class C Common Stock if Company's TSR is ranked at or above the 75th percentile relative to a peer group of companies approved by the Company's Compensation Committee (the "Peer Group") for the performance period ("Maximum"); (ii) 4,643 shares of Class C Common Stock if Company's TSR is ranked at the 50th percentile relative to the Peer Group for the performance period (the "Target"); or (iii) 1,160 shares of Common Stock if Company's TSR is ranked at the 25th percentile relative to the Peer Group for the performance period (the "Threshold"). However, if the Company's absolute TSR for the performance period is less than zero percent (0%), the Reporting Person will receive no more than 4,635 shares of Class C Common Stock. The Reporting Person will not receive any shares of Common Stock if Company's TSR is below the 25th percentile. | The Reporting Person was issued 4,635 CAFD (Cash Available For Distribution) Performance Stock Units ("CPSUs") by Clearway Energy, Inc. under the LTIP on April 15, 2026. The CPSUs will convert to shares of Clearway Energy, Inc. Class C Common Stock on April 15, 2029, only in the event the Company has achieved a certain average CAFD Per Share over each of the three fiscal years of a three-year performance period. The number of shares of Common Stock that the Reporting Person may receive is interpolated for CAFD Per Share falling between Threshold, Target, and Maximum levels as described below. | Reporting Person will receive (i) a maximum of 9,270 shares of Class C Common Stock if Company's CAFD Per Share is at or above $2.77 for the performance period ("Maximum"); (ii) 4,635 shares of Class C Common Stock if the Company's CAFD Per Share is $2.65; or (iii) 2,317 shares of Common Stock if Company's CAFD Per Share is $2.50 (the "Threshold"). The Reporting Person will not receive any shares of Class C Common Stock if the Company's CAFD Per Share is below $2.50.

Filing Info

Accession No.

0001738590-26-000004

Form Type

4

Issuer CIK

0001567683

Malcarney Kevin P.'s History

Date Ticker Type Value
2026-04-15 CWEN F
2026-04-15 CWEN F
2026-04-15 CWEN F
2026-04-15 CWEN M
2026-04-15 CWEN D
2026-04-15 CWEN F
2026-04-15 CWEN A
2026-04-15 CWEN A $0
2026-04-15 CWEN A $0
2025-09-02 CWEN A

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2026-04-15
Rubenstein Sarah
EVP AND CFO
2026-04-15
Cornelius Craig
President & CEO
2026-04-15
BlackRock Portfolio Management LLC 2026-04-01