04/17/2026 | Press release | Distributed by Public on 04/17/2026 15:53
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
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1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Relative Performance Stock Units | (6) | 04/15/2026 | A | 31,096 | 04/15/2029 | 04/15/2029 | Class C Common Stock, par value $.01 per share | 46,644 | $ 0 | 31,096(7) | D | ||||
| Performance Stock Units | (8) | 04/15/2026 | A | 31,040 | 04/15/2029 | 04/15/2029 | Class C Common Stock, par value $.01 per share | 62,080 | $ 0 | 31,040(9) | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Cornelius Craig CLEARWAY ENERGY, INC. 300 CARNEGIE CENTER, SUITE 300 PRINCETON, NJ 08540 |
X | President & CEO | ||
| /s/ Kevin P. Malcarney, Attorney-in-Fact | 04/17/2026 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | On April 15, 2025, Mr. Cornelius was issued 31,218 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, 10,406 shares vested. Mr. Cornelius 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 5,547 shares of Class C Common Stock to satisfy the grantee's tax withholding obligation. |
| (2) | In connection with the vesting of the RSUs described above, 583 DERs converted to Class C Common Stock, resulting in the reporting person holding 15,154 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. |
| (3) | 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"). |
| (4) | Each RSU is equivalent in value to one share of Clearway Energy, Inc.'s Class C Common Stock, par value $.01 per share. |
| (5) | 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. |
| (6) | The Reporting Person was issued 31,096.00 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. |
| (7) | Reporting Person will receive (i) a maximum of 46,644 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) 31,096 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) 7,774 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 31,096 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. |
| (8) | The Reporting Person was issued 31,040 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 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. |
| (9) | Reporting Person will receive (i) a maximum of 62,080 shares of Class C Common Stock if Company's CAFD Per Share is ranked at or above $2.77 for the performance period ("Maximum"); (ii) 31,040 shares of Class C Common Stock if the Company's CAFD Per Share is ranked at $2.65; or (iii) 15,520 shares of Common Stock if Company's CAFD Per Share is ranked at $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. |