Craig Cornelius - 15 Apr 2025 Form 4 Insider Report for Clearway Energy, Inc. (CWEN)

Role: President & CEO, Director
Signature: /s/ Kevin P. Malcarney, Attorney-in-Fact
Issuer symbol: CWEN
Transactions as of: 15 Apr 2025
Net transactions value: $0
Form type: 4
Filing time: 17 Apr 2025, 17:56:08 UTC
Previous filing: 03 Apr 2025
Next filing: 04 Jun 2025
SEC: View on sec.gov

This filing has been restated, see here for the amended filing

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	Award		+30,100	+8.3%		394,254	15 Apr 2025	Direct	F1, F2, F3

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	+30,100		$0.000000	30,100	15 Apr 2025	Class C Common Stock, par value $.01 per share	45,150		Direct	F4, F5
transaction	CWEN	Relative Performance Stock Units	Award	$0	+30,100		$0.000000	30,100	15 Apr 2025	Class C Common Stock, par value $.01 per share	45,150		Direct	F6, F7

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Represents Restricted Stock Unites ("RSUs") issued to Mr. Cornelius by Clearway Energy, Inc. (f/k/a NRG Yield, Inc.) under Clearway Energy Inc.'s Amended and Restated 2013 Equity Incentive Plan (the "LTIP").
F2	Each RSU is equivalent in value to one share of Clearway Energy, Inc.'s Class C Common Stock, par value $.01 per share.
F3	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.
F4	The Reporting Person was issued 30,100 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.
F5	Reporting Person will receive (i) a maximum of 45,150 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) 30,100 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) 7,525 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 30,100 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.
F6	The Reporting Person was issued 30,100 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 level of 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.
F7	Reporting Person will receive (i) a maximum of 45,150 shares of Class C Common Stock if Company's CAFD Per Share is ranked at or above $2.46 for the performance period ("Maximum"); (ii) 30,100 shares of Class C Common Stock if the Company's CAFD Per Share is ranked at $2.33; or (iii) 7,525 shares of Common Stock if Company's CAFD Per Share is ranked at $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.