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$CWEN All transactions

Clearway Energy, Inc.

M

$ Value

Shares

6,629

Price

Filed

Apr 17

Insider

Name

Rubenstein Sarah

Title

EVP AND CFO

CIK

0001829270

Roles

Officer

Transaction Details

Transaction Date

2026-04-15

Code

M

Table

Non-Derivative

Ownership

Direct

Equity Swap

No

Shares After

52,945

Footnotes

On April 15, 2023, Ms. Rubenstein was issued 5,037 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, 1,683 shares vested. Ms. Rubenstein elected to satisfy her 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 973 shares of Class C Common Stock to satisfy the grantee's tax withholding obligation. | In connection with the vesting of the RSUs described above, 651 DERs converted to Class C Common Stock, resulting in the reporting person holding 5,566 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, Ms. Rubenstein was issued 7,796 RSUs by Clearway Energy, Inc. (f/k/a NRG Yield, Inc.) 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, 2,596 shares vested. Ms. Rubenstein elected to satisfy her 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 1,465 shares of Class C Common Stock to satisfy the grantee's tax withholding obligation. | In connection with the vesting of the RSUs described above, 473 DERs converted to Class C Common Stock, resulting in the reporting person holding 5,093 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, Ms. Rubenstein was issued 6,244 RSUs by Clearway Energy, Inc. 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, 2,079 shares vested. Ms. Rubenstein elected to satisfy her 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 1,105 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 4,977 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, Ms. Rubenstein was issued a one time RSU award of 6,880 by Clearway Energy, Inc. in recognition of achieving several key company initiatives. 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, 2,291 shares vested. Ms. Rubenstein elected to satisfy her 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 1,218 shares of Class C Common Stock to satisfy the grantee's tax withholding obligation. | In connection with the vesting of the RSUs described above, 128 DERs converted to Class C Common Stock, resulting in the reporting person holding 4,849 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. | Ms. Rubenstein was issued 10,250 Relative Performance Stock Units ("RPSUs") by Clearway Energy, Inc. (f/k/a NRG Yield, Inc.) (the "Company") under the the "LTIP on April 15, 2023. Based on the Company reaching a certain level of total shareholder return ("TSR"), 6,629 RPSUs vested on April 15, 2026. | Mr. Rubenstein was entitled to receive (i) a maximum of 15,375 shares of Class C Common Stock if Company's TSR 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 (the "Maximum"); (ii) 10,250 shares if Company's TSR ranked at the 50th percentile relative to the Peer Group for the performance period (the "Target"); provided, however, if TSR was 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) 2,562 shares if Company's TSR ranked at the 25th percentile relative to the Peer Group for the performance period (the "Threshold"). The Reporting Person would not have received any shares if Company's TSR was below the 25th percentile relative to the Peer Group for the performance period. | Ms. Rubenstein elected to satisfy her 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 6,483 shares of Class C Common Stock to satisfy the grantee's tax withholding obligation. | Represents RSUs issued to Ms. Rubenstein 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 4,651 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. | Mr. Rubenstein was entitled to receive (i) a maximum of 6,976 shares of Class C Common Stock if Company's TSR 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 (the "Maximum"); (ii) 4,651 shares if Company's TSR ranked at the 50th percentile relative to the Peer Group for the performance period (the "Target"); provided, however, if TSR was 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) 1,162 shares if Company's TSR ranked at the 25th percentile relative to the Peer Group for the performance period (the "Threshold"). The Reporting Person would not have received any shares if Company's TSR was below the 25th percentile relative to the Peer Group for the performance period. | The Reporting Person was issued 4,643 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 9,286 shares of Class C Common Stock if Company's CAFD Per Share is at or above $2.77 for the performance period ("Maximum"); (ii) 4,643 shares of Class C Common Stock if the Company's CAFD Per Share is $2.65; or (iii) 2,321 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.

0001829270-26-000004

Form Type

4

Issuer CIK

0001567683

Rubenstein Sarah'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 F
2026-04-15 CWEN M
2026-04-15 CWEN D
2026-04-15 CWEN A
2026-04-15 CWEN A $0
2026-04-15 CWEN A $0
2025-09-02 CWEN A

Other Insiders at CWEN (90d)

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TotalEnergies SE 2026-04-01
Malcarney Kevin P.
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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