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Clearway Energy, Inc.·4

Apr 17, 5:53 PM ET

Malcarney Kevin P. 4

4 · Clearway Energy, Inc. · Filed Apr 17, 2026

Research Summary

AI-generated summary of this filing

Updated

Clearway (CWEN) EVP Kevin Malcarney Converts Units, Receives Awards

What Happened

  • Kevin P. Malcarney, EVP, General Counsel & Corporate Secretary of Clearway Energy (CWEN), had multiple equity events on April 15, 2026: 7,086 Relative Performance Stock Units (RPSUs) vested and converted into shares (reported as an exercise/conversion), and he received new long‑term awards (RSUs, RPSUs and CPSUs). Many shares were surrendered back to the company to satisfy tax withholding obligations rather than sold on the open market.
  • Specifics: 7,086 RPSUs converted to shares; 6,945 of those shares were surrendered to the issuer for tax withholding. Additionally, RSU vesting from prior grants totaled 6,261 vested shares (1,801 from 4/15/2023; 2,385 from 4/15/2024; 2,075 from 4/15/2025), from which 3,488 shares were surrendered for tax withholding (1,014; 1,309; 1,103) and 62 shares were surrendered related to continued‑vesting eligibility — for a total of 10,433 shares surrendered to cover taxes. New awards granted on April 15, 2026: 4,635 RSUs, 4,643 RPSUs (performance‑based), and 4,635 CPSUs (performance‑based).

Key Details

  • Transaction date(s): April 15, 2026; Form filed April 17, 2026 (timely).
  • Codes: M = conversion/exercise of derivative (7,086 shares acquired); D/F = disposition to issuer / tax withholding (total surrendered 10,433 shares); A = new awards (4,635 RSUs, 4,643 RPSUs, 4,635 CPSUs).
  • Prices reported: $0.00 for the new performance/unit awards (typical; awards are not open‑market purchases). No open‑market sales reported.
  • Shares owned after transaction: filing details awards and dividend equivalent right balances; the Form does not state a single consolidated total share‑ownership number for common shares after these transactions.
  • Notable footnotes: RPSU and CPSU grants are performance‑based (vest/convert in 2029 subject to TSR and CAFD targets). Many dispositions were routine share surrenders to satisfy tax withholding (cashless/withholding), not market sales.

Context

  • This was largely a routine vesting/conversion and grant event combined with cashless tax withholding: the company converted vested performance units into shares, the insider surrendered a large portion to cover taxes, and he received new multi‑year and performance‑based awards. These transactions are not open‑market buys or sells that directly signal immediate insider market sentiment.

Insider Transaction Report

Form 4
Period: 2026-04-15
Clearway Energy, Inc.CWEN
Malcarney Kevin P.
EVP, GEN COUNSEL AND CORP SECR
Transactions
  • Tax Payment

    Class C Common Stock, par value $.01 per share

    [F1][F2]
    2026-04-15−1,014→ 86,060 total
  • Tax Payment

    Class C Common Stock, par value $.01 per share

    [F3][F4]
    2026-04-15−1,309→ 84,751 total
  • Tax Payment

    Class C Common Stock, par value $.01 per share

    [F5][F6]
    2026-04-15−1,103→ 83,648 total
  • Exercise/Conversion

    Class C Common Stock, par value $.01 per share

    [F7][F8]
    2026-04-15+7,086→ 90,734 total
  • Disposition to Issuer

    Class C Common Stock, par value $.01 per share

    [F9][F10]
    2026-04-15−6,945→ 83,789 total
  • Tax Payment

    Class C Common Stock, par value $.01 per share

    [F11]
    2026-04-15−62→ 83,727 total
  • Award

    Class C Common Stock, par value $.01 per share

    [F12][F13][F14]
    2026-04-15+4,635→ 88,362 total
  • Award

    Relative Performance Stock Units

    [F15][F16]
    2026-04-15+4,643→ 4,643 total
    From: 2029-04-15Exp: 2029-04-15→ Class C Common Stock, par value $.01 per share (6,964 underlying)
  • Award

    Performance Stock Units

    [F17][F18]
    2026-04-15+4,635→ 4,635 total
    From: 2029-04-15Exp: 2029-04-15→ Class C Common Stock, par value $.01 per share (9,270 underlying)
Footnotes (18)
  • [F1]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.
  • [F10]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.
  • [F11]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.
  • [F12]Represents RSUs issued to Mr. Malcarney under the LTIP.
  • [F13]Each RSU is equivalent in value to one share of Clearway Energy, Inc.'s Class C Common Stock, par value $.01 per share.
  • [F14]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.
  • [F15]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.
  • [F16]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.
  • [F17]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.
  • [F18]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.
  • [F2]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.
  • [F3]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.
  • [F4]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.
  • [F5]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.
  • [F6]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.
  • [F7]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.
  • [F8]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.
  • [F9]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.
Signature
/s/ Kevin P. Malcarney|2026-04-17

Documents

1 file
  • 4
    form4-04172026_090452.xmlPrimary