CWEN · Clearway Energy, Inc.

Clearway Energy, Inc. executed a major restructuring of its common stock classes through stockholder-approved amendments to its Certificate of Incorporation, effective April 29, 2026, with the Class A Conversion occurring at 12:01 a.m. ET on May 1, 2026. Every share of Class A common stock (previously carrying 1 vote per share and trading as CWEN.A) automatically converted 1:1 into Class C common stock (1/100th vote per share, trading as CWEN), eliminating Class A as an authorized class after filing a Certificate of Retirement and Restated Charter on May 1. This simplifies the public float into a single NYSE-listed class under CWEN, maintaining the same CUSIP for converted shares and relying on Securities Act Section 3(a)(9) exemption, preserving resale status.

Critically, economic rights remain unchanged: no dilution in dividends, liquidation preferences, or total outstanding shares. Former Class A holders retain identical dividend eligibility. To mitigate voting power shifts, Clearway Energy Group LLC (CEG), holder of all Class B (1 vote/share) and Class D stock, entered a Voting Trust Agreement depositing 41,678,637 Class B shares with Wilmington Trust. The trustee votes these proportionately with public shares on most matters, targeting CEG's post-conversion voting power at ~39.48% (unchanged), Class C at ~45.12% (former Class A portion ~12.89%), and Class D at ~15.40%. Mechanisms like share releases on new issuances or B/C Exchanges (under the April 1, 2026 Third Amended Exchange Agreement) ensure ongoing proportionality.

Concurrently, Clearway Energy LLC's LLC Agreement was restated, converting its Class A units to Class C units. Transfer restrictions prevent CEG from disposing shares that could enable a short-form merger under DGCL Section 253. The Annual Meeting saw strong support, with the charter amendment passing requisite 66 2/3% total votes and Class A majority, alongside director elections and governance items. This positions Clearway with a streamlined equity structure favoring investor clarity without altering cash flow rights or control dynamics.