Kevin P. Malcarney - Apr 15, 2025 Form 4 Insider Report for Clearway Energy, Inc. (CWEN)

Role
EVP, GEN COUNSEL AND CORP SECR
Signature
/s/ Kevin P. Malcarney
Stock symbol
CWEN
Transactions as of
Apr 15, 2025
Transactions value $
$0
Form type
4
Date filed
4/17/2025, 05:58 PM
Previous filing
Mar 5, 2025
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction CWEN Class C Common Stock, par value $.01 per share Tax liability -895 -1.1% 80.2K Apr 15, 2025 Direct F1, F2
transaction CWEN Class C Common Stock, par value $.01 per share Tax liability -869 -1.08% 79.3K Apr 15, 2025 Direct F3, F4
transaction CWEN Class C Common Stock, par value $.01 per share Tax liability -1.37K -1.73% 77.9K Apr 15, 2025 Direct F5, F6
transaction CWEN Class C Common Stock, par value $.01 per share Options Exercise +2.95K +3.79% 80.9K Apr 15, 2025 Direct F7, F8
transaction CWEN Class C Common Stock, par value $.01 per share Disposed to Issuer -2.88K -3.56% 78K Apr 15, 2025 Direct F9, F10
transaction CWEN Class C Common Stock, par value $.01 per share Tax liability -246 -0.32% 77.8K Apr 15, 2025 Direct F11
transaction CWEN Class C Common Stock, par value $.01 per share Award +6.23K +8.02% 84K Apr 15, 2025 Direct F12, F13, F14

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction CWEN Relative Performance Stock Units Award $0 +6.23K $0.00 6.23K Apr 15, 2025 Class C Common Stock, par value $.01 per share 9.35K Direct F15, F16
transaction CWEN Relative Performance Stock Units Award $0 +6.23K $0.00 6.23K Apr 15, 2025 Class C Common Stock, par value $.01 per share 9.35K Direct F17, F18
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 On April 15, 2022, Mr. Malcarney was issued 4,819 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, 2025, 1,897 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 895 shares of Class C Common Stock to satisfy the grantee's tax withholding obligation.
F2 In connection with the vesting of the RSUs described above, 287 DERs converted to Class C Common Stock, resulting in the reporting person holding 4,991 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, 2023, Mr. Malcarney was issued 5,391 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, 2025, 1,847 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 869 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, 212 DERs converted to Class C Common Stock, resulting in the reporting person holding 4,779 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, 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, 2025, 2,777 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 1,368 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, 160 DERs converted to Class C Common Stock, resulting in the reporting person holding 4,619 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 9,453 Relative Performance Stock Units ("RPSUs") under the LTIP on April 15, 2022. Based on the Company reaching a certain level of total shareholder return ("TSR"), 2,952 RPSUs vested on April 15, 2025.
F8 Mr. Malcarney was entitled to receive (i) a maximum of 14,179 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) 9,453 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) 2,363 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.
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 1,713 shares of Class C Common Stock to satisfy the grantee's tax withholding obligation. Additionally, 1,163 DERs were cancelled due to RPSU performance.
F10 In connection with the vesting of the RPSUs described above, a previously accrued 527 dividend equivalent rights ("DERs") converted to Class C Common Stock resulting in the reporting person holding 4,092 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, 2025, Mr. Malcarney's RSUs granted on April 15, 2024 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 246 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 6,234 Relative Performance Stock Units ("RPSUs") by Clearway Energy, Inc. under the LTIP on April 15, 2025. The RPSUs will convert to shares of Clearway Energy, Inc. Class C Common Stock on April 15, 2028 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 9,351 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) 6,234 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) 1,558 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 6,234 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 6,233 CAFD (Cash Available For Distribution) Performance Stock Units ("CPSUs") by Clearway Energy, Inc. under the LTIP on April 15, 2025. The CPSUs will convert to shares of Clearway Energy, Inc. Class C Common Stock on April 15, 2028, 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 9,349 shares of Class C Common Stock if Company's CAFD Per Share is at or above $2.46 for the performance period ("Maximum"); (ii) 6,233 shares of Class C Common Stock if the Company's CAFD Per Share is $2.33; or (iii) 1,558 shares of Common Stock if Company's CAFD Per Share is $2.18 (the "Threshold"). The Reporting Person will not receive any shares of Class C Common Stock if the Company's CAFD Per Share is below $2.18.