SEC FORM 4

SEC FORM 4SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

BlackRock Portfolio Management LLC

(Last)

(First)

(Middle)

50 HUDSON YARDS

(Street)

NEW YORK

10001

(City)

(State)

(Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Clearway Energy, Inc. [ CWEN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/31/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class C Common Stock	03/31/2026		C		215,000	A	⁽¹⁾	383,180	I	See footnotes⁽⁴⁾⁽⁵⁾⁽⁶⁾
Class C Common Stock	04/01/2026		J⁽²⁾		99,661	A	$39.91	482,841	I	See footnotes⁽⁴⁾⁽⁵⁾⁽⁶⁾
Class C Common Stock	04/01/2026		J⁽³⁾		435,552	D	$39.91	47,289	I	See footnotes⁽⁴⁾⁽⁵⁾⁽⁶⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class D Units of Clearway Energy LLC	⁽¹⁾	03/31/2026		C			215,000	⁽¹⁾	⁽¹⁾	Class C Common Stock	215,000	$0	41,361,142	I	See footnotes⁽⁴⁾⁽⁵⁾⁽⁶⁾
Class B Units of Clearway Energy LLC	⁽⁷⁾	04/01/2026		J⁽⁷⁾⁽⁸⁾			42,738,750	⁽⁷⁾	⁽⁷⁾	Class A Common Stock	42,738,750	⁽⁷⁾⁽⁸⁾	0	I	See footnotes⁽⁴⁾⁽⁵⁾⁽⁶⁾
Class B Units of Clearway Energy LLC	⁽⁸⁾	04/01/2026		J⁽⁷⁾⁽⁸⁾		42,738,750		⁽⁸⁾	⁽⁸⁾	Class C Common Stock	42,738,750	⁽⁷⁾⁽⁸⁾	42,738,750	I	See footnotes⁽⁴⁾⁽⁵⁾⁽⁶⁾

Explanation of Responses:

1. Pursuant to a Second Amended and Restated Exchange Agreement, dated as of October 28, 2024, among the Issuer, Clearway Energy LLC and other parties thereto (the "Exchange Agreement"), the Class D Units of Clearway Energy LLC are exchangeable at any time for shares of Class C Common Stock on a one-for-one basis, subject to equitable adjustments for stock splits, stock dividends and reclassifications. Pursuant to the Exchange Agreement, as the holder exchanges the Class D Units for shares of Class C Common Stock, an equivalent number of shares of Class D Common Stock issued to the holder will automatically be canceled.

2. Reflects the withholding of shares to satisfy tax withholding obligations in connection with the vesting of restricted stock of the Issuer previously granted by Clearway Energy Group under its Long Term Equity Incentive Program to one or more of its employees.

3. Reflects grant of shares of restricted stock of the Issuer granted by Clearway Energy Group under its Long Term Equity Incentive Program to one or more of its employees. The Reporting Person has agreed to voluntarily disgorge any profits deemed realized from such transactions to the Issuer.

4. Reflects securities held directly by Clearway Energy Group. Zephyr Holdings GP, LLC ("Zephyr GP") is the general partner of GIP III Zephyr Acquisition Partners, L.P. ("Zephyr") which is the sole member of Clearway Energy Group. Zephyr GP is owned by GIP III Zephyr Midco Holdings, L.P. ("Midco") and TotalEnergies Renewables USA, LLC. Global Infrastructure Investors III, LLC ("Global Investors") is the sole general partner of Global Infrastructure GP III, L.P. ("Global GP"), which is the general partner of Midco. As a result, each of Zephyr GP, Zephyr, Midco, Global GP and Global Investors (the "GIP Entities") may be deemed to share beneficial ownership of the securities owned by Clearway Energy Group.

5. Adebayo Ogunlesi, Michael McGhee, Rajaram Rao, Deepak Agrawal, Julie Ashworth, Jonathan Bram, William Brilliant, Matthew Harris, Tom Horton, Sugam Mehta and Salim Samaha, as the voting members of the Investment Committee of Global Investors, may be deemed to share beneficial ownership of the Issuer securities beneficially owned by Global Investors. Such individuals expressly disclaim any such beneficial ownership.

6. BlackRock Portfolio Management LLC and the GIP Entities disclaim beneficial ownership of the securities reported herein, except to the extent of their respective pecuniary interest therein, if any, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), BlackRock Portfolio Management LLC and the GIP Entities state that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the securities reported herein for purposes of Section 16 of the Exchange Act or for any other purpose.

7. Pursuant to the Exchange Agreement, the Class B Units of Clearway Energy LLC were previously exchangeable at any time for shares of Class A Common Stock on a one-for-one basis, subject to equitable adjustments for stock splits, stock dividends and reclassifications. Pursuant to the Exchange Agreement, if the holder exchanged the Class B Units for shares of Class A Common Stock, an equivalent number of shares of Class B Common Stock issued to the holder would automatically be canceled.

8. On April 1, 2026, the Issuer, Clearway Energy LLC and certain other parties entered into the Third Amended and Restated Exchange Agreement (the "Amended Exchange Agreement"), which amended and restated the Exchange Agreement. Pursuant to the Amended Exchange Agreement, the Class B Units of Clearway Energy LLC are exchangeable at any time for shares of Class C Common Stock (instead of Class A Common Stock) on a one-for-one basis, subject to equitable adjustments for stock splits, stock dividends and reclassifications. As the holder exchanges the Class B Units for shares of Class C Common Stock pursuant to the Amended Exchange Agreement, an equivalent number of shares of Class B Common Stock issued to the holder will automatically be canceled. This amendment and restatement did not involve any purchase or sale of Class B Units.

Remarks:

In accordance with SEC Release No. 34-39538 (January 12, 1998), BlackRock Portfolio Management LLC is reporting Issuer securities beneficially owned, or deemed to be beneficially owned, by certain business units (collectively, the "Reporting Business Units") of BlackRock, Inc. and its subsidiaries and affiliates. This filing does not include Issuer securities, if any, beneficially owned by other business units whose beneficial ownership of securities is disaggregated from that of the Reporting Business Units in accordance with such release.

	BlackRock Portfolio Management LLC By: /s/ Julie Ashworth, Authorized Signatory	04/02/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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* Form 4: SEC 1474 (03-26)

SEC Form 4 filed by Blackrock Portfolio Management Llc