| Name | Relationship | Address | Signature | Signature date | CIK |
|---|---|---|---|---|---|
| Cornelius Craig | President & CEO, Director | 300 CARNEGIE CENTER, SUITE 300, PRINCETON | /s/ Kevin P. Malcarney, Attorney-in-Fact | 02 Jun 2025 | 0002026637 |
| 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 |
| 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 | +30,680 | $0.000000 | 30,680 | 15 Apr 2025 | Class C Common Stock, par value $.01 per share | 46,020 | Direct | F4, F5 | ||
| transaction | CWEN | 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 |
| 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 30,680 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 46,020 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) 30,680 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) 7,670 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 30,680 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. |
This Form 4/A amends the original Form 4 filed by the Reporting Person on April 17, 2025 (the "Original Form 4"). This amendment restates the number of performance shares of restricted stock granted on April 15, 2025 to reflect an update in the Fair Market Value (FMV) used to calculate the number of shares granted, and the resulting balance of securities beneficially owned following the transactions reported herein. Information contained in this Form 4 reflects ownership and other information as of April 15, 2025. This amendment is also deemed to adjust the reported balances in the Forms 4 filed by the Reporting Person after the filing of the Original Form 4 through the date of this filing.