BlackRock Portfolio Management LLC 4
4 · Clearway Energy, Inc. · Filed Apr 2, 2026
Research Summary
AI-generated summary of this filing
Clearway Energy (CWEN) 10% Owner BlackRock Buys & Sells Shares
What Happened
- BlackRock Portfolio Management LLC (reported as a 10% owner) reported a mix of conversions and open‑market activity around Clearway Energy (CWEN). On March 31 it reported conversion activity equal to 215,000 shares (derivative conversion). On April 1 it sold 435,552 shares at $39.91 for $17,382,880 and purchased 99,661 shares at $39.91 for $3,977,471. Net of the cash trades, the Reporting Person sold ~335,891 shares for net proceeds of about $13.4M. The filing also reports large non‑cash derivative reclassifications (42,738,750 shares) on April 1 related to the exchange agreement amendments.
Key Details
- Transaction dates/prices: Mar 31, 2026 (conversion of 215,000 derivative units); Apr 1, 2026 — sale 435,552 shares @ $39.91 ($17,382,880) and purchase 99,661 shares @ $39.91 ($3,977,471). Several derivative entries show N/A or $0 price (non‑cash conversions).
- Shares owned after transaction: Not specified in the filing.
- Notable footnotes: conversions and large derivative entries relate to Clearway’s Exchange Agreement (see F1 and F8 — amended Apr 1, 2026) governing exchangeability of LLC units into Class C common stock. F6 notes BlackRock and certain other entities disclaim beneficial ownership except to the extent of pecuniary interest.
- Timeliness: Filing dated Apr 2, 2026 covering Mar 31–Apr 1 transactions; appears to be timely.
Context
- This filing mainly reflects an institutional 10% owner’s mix of non‑cash unit conversions under Clearway’s exchange agreements and net open‑market sales. The derivative entries (N/A or $0 price) represent unit‑for‑share exchanges or internal reclassifications under the Exchange Agreement rather than standard buy/sell trades. As an institutional holder, BlackRock’s trades differ from an executive’s insider signal; they can reflect portfolio management, rebalancing, or structural conversions rather than individual insider sentiment.
Insider Transaction Report
Form 4
BlackRock Portfolio Management LLC
10% Owner
Transactions
- Conversion
Class C Common Stock
[F1][F4][F5][F6]2026-03-31+215,000→ 383,180 total(indirect: See footnotes) - Other
Class C Common Stock
[F2][F4][F5][F6]2026-04-01$39.91/sh+99,661$3,977,471→ 482,841 total(indirect: See footnotes) - Other
Class C Common Stock
[F3][F4][F5][F6]2026-04-01$39.91/sh−435,552$17,382,880→ 47,289 total(indirect: See footnotes) - Conversion
Class D Units of Clearway Energy LLC
[F1][F4][F5][F6]2026-03-31−215,000→ 41,361,142 total(indirect: See footnotes)→ Class C Common Stock (215,000 underlying) - Other
Class B Units of Clearway Energy LLC
[F7][F8][F4][F5][F6]2026-04-01−42,738,750→ 0 total(indirect: See footnotes)→ Class A Common Stock (42,738,750 underlying) - Other
Class B Units of Clearway Energy LLC
[F8][F7][F4][F5][F6]2026-04-01+42,738,750→ 42,738,750 total(indirect: See footnotes)→ Class C Common Stock (42,738,750 underlying)
Footnotes (8)
- [F1]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.
- [F2]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.
- [F3]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.
- [F4]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.
- [F5]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.
- [F6]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.
- [F7]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.
- [F8]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.
Signature
BlackRock Portfolio Management LLC By: /s/ Julie Ashworth, Authorized Signatory|2026-04-02