SEC Filing | Clearway Energy, Inc.

SCHEDULE 13D

CUSIP No.

18539C105

Name of reporting person

BlackRock Portfolio Management LLC

Check the appropriate box if a member of a Group (See Instructions)

(a)

(b)

SEC use only

Source of funds (See Instructions)

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

Checkbox not checked

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 42,824,670.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 42,824,670.00
10	Shared Dispositive Power 0.00

Aggregate amount beneficially owned by each reporting person

42,824,670.00

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

Checkbox not checked

Percent of class represented by amount in Row (11)

55.4 %

Type of Reporting Person (See Instructions)

Comment for Type of Reporting Person:

This Schedule 13D relates to the following classes of securities of Clearway Energy, Inc., a Delaware corporation: Class A Common Stock with CUSIP No. 18539C105 and Class C Common Stock with CUSIP No. 18539C204. Due to the Edgar XML filing requirements, cover pages are limited to one class of security. The cover page of this Schedule 13D filing relates to the Class A Common Stock. Rows (7), (9) and (11) equal 42,489,448 shares of Class C Common Stock and row (13) equals 34.0% of the Class C Common Stock. This comment shall serve as full disclosure of the beneficial ownership of all classes of securities of the Issuer registered pursuant to Section 12(b) of the Act.

SCHEDULE 13D

Item 1.

Security and Issuer

(a)

Title of Class of Securities:

Class A common stock; Class C common stock

(b)

Name of Issuer:

Clearway Energy, Inc.

(c)

Address of Issuer's Principal Executive Offices:

300 Carnegie Center, Suite 300, Princeton, NEW JERSEY , 08540.

Item 1 Comment:

Explanatory Note: This Amendment No. 1 ("Amendment No. 1") to Schedule 13D amends and supplements the statement on Schedule 13D originally filed with the United States Securities and Exchange Commission ("SEC") on January 30, 2025 (as amended the "Schedule 13D"). Capitalized terms used but not defined herein shall have the meanings attributed to them in the Schedule 13D.

Item 2.

Identity and Background

(a)

Item 2 of the Schedule 13D is hereby amended and restated to include the updated Annex A attached hereto, which is incorporated herein by reference.

Item 3.

Source and Amount of Funds or Other Consideration

Item 3 of the Schedule 13D is hereby amended and supplemented as follows: The information set forth or incorporated by reference in Item 5 of this Schedule 13D is incorporated by reference in its entirety into this Item 3. BPM has been delegated authority to file this Schedule 13D with respect to the 42,760,591 shares of Class A Common Stock and 41,675,865 shares of Class C Common Stock beneficially owned by the GIP Entities. Certain of BlackRock's Advisory Subsidiaries in their capacity as investment advisers to certain client accounts, held beneficial ownership of shares of Class A Common Stock and shares of Class C Common Stock. Such acquisitions were made for investment purposes with available funds of the applicable client accounts in the ordinary course of business of the Advisory Subsidiaries. As of the date hereof, BPM has been delegated authority to file this Schedule 13D with respect to the 64,079 shares of Class A Common Stock and 813,583 shares of Class C Common Stock (the "Reporting Advisory Shares") beneficially owned by the Reporting Advisory Subsidiaries as of September 12, 2025, which were acquired for an aggregate purchase price of approximately $1,485,141 and $16,199,750, respectively. Transactions made for investment purposes in the ordinary course of business of the Reporting Advisory Subsidiaries are undertaken solely for the benefit of the applicable client account and are independent from the strategic relationship with and investment in the Issuer made by the GIP Entities for their own accounts. During the last 60 days, Clearway Energy Group has acquired 5,189 shares of Class C Common Stock in connection with the forfeiture of shares of restricted stock of the Issuer previously granted to certain Clearway Energy Group employees due to termination of service.

Item 5.

Interest in Securities of the Issuer

(a)

Items 5 (a)-(c) of the Schedule 13D are hereby amended and restated as follows: The responses of BPM to Rows (11) and (13) of the cover page of this Schedule 13D are incorporated herein by reference. None of the Covered Persons beneficially owns any shares of Class A Common Stock or Class C Common Stock. The aggregate percentages of shares of Class A Common Stock and Class C Common Stock reported as beneficially owned by the Reporting Business Units were calculated based on 34,613,853 and 83,263,747 shares of Class A Common Stock and Class C Common Stock, respectively, issued and outstanding as of July 31, 2025, as disclosed in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on August 6, 2025, plus 42,738,750 Class B units and 41,576,142 Class D units beneficially owned by the GIP Entities, as of September 12, 2025, and exchangeable at any time for shares of Class A Common Stock, and shares of Class C Common Stock, in each case, on a one-for-one basis, respectively.

(b)

The responses of BPM to Rows (7) through (10) of the cover page of this Schedule 13D are incorporated herein by reference.

(c)

Annex B, attached hereto, sets forth the transactions that were effected by the Reporting Business Units in the Class A Common Stock and Class C Common Stock during the 60-day period ended September 12, 2025. The transactions in the Class A Common Stock and Class C Common Stock described on Annex B were effected on securities exchanges unless otherwise indicated therein.

Item 6.

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer

Item 6 of the Schedule 13D is hereby amended and supplemented as follows: Accounts managed by the Reporting Business Units have entered into short positions (the "Short Positions") with respect to 159,630 shares of Class C Common Stock (representing economic exposure to approximately 0.2% of the total issued and outstanding shares of Class C Common Stock, as of September 12, 2025). The Short Positions provide the Reporting Business Units with economic results that are opposite to the economic results of ownership. The lenders of the Short Positions are unaffiliated third-party financial institutions. BPM and the Reporting Business Units hereby expressly disclaim beneficial ownership of the shares of Class C Common Stock that are the subject of the Short Positions. Additionally, Accounts managed by the Reporting Business Units have entered into notional principal amount derivative agreements (the "Long Derivative Agreements") in the form of cash-settled swaps with respect to 76,723 shares of Class A Common Stock (representing economic exposure to approximately 0.2% of the total issued and outstanding shares of Class A Common Stock as of September 12, 2025). The Long Derivative Agreements provide such holder with economic results that are comparable to the economic results of ownership but do not provide it with the power to vote or direct the voting or dispose of or direct the disposition of the shares of Class A Common Stock that are the subject of the Long Derivative Agreements. BPM and the Reporting Business Units hereby expressly disclaim beneficial ownership of the shares of Class A Common Stock that are the subject of the Long Derivative Agreements. The counterparties to the Long Derivative Agreements are unaffiliated third-party financial institutions. In addition, accounts managed by the Reporting Business Units have entered into notional principal amount derivative agreements (the "Short Derivative Agreements") in the form of cash-settled swaps with respect to 41,213 shares of Class C Common Stock (representing economic exposure to less than 0.1% of the total issued and outstanding shares of Class C Common Stock as of September 12, 2025). The Short Derivative Agreements provide such holder with economic results that are opposite to the economic results of ownership but do not provide it with the power to vote or direct the voting or dispose of or direct the disposition of the shares of Class C Common Stock that are the subject of the Short Derivative Agreements. BPM and the Reporting Business Units hereby expressly disclaim beneficial ownership of the shares of Class C Common Stock that are the subject of the Short Derivative Agreements. The counterparties to the Short Derivative Agreements are unaffiliated third-party financial institutions. Except as set forth in this Schedule 13D, there are no contracts, arrangements, understandings or relationships between BPM and any other person with respect to any securities of the Issuer or among the Reporting Business Units, including but not limited to transfer or voting of any securities of the Issuer, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies (other than the transfer of voting rights with respect to the shares of Class A Common Stock and the shares of Class C Common Stock that are loaned out in the ordinary course of certain Reporting Business Units' securities lending programs).

Item 7.

Material to be Filed as Exhibits.

Item 7 of the Schedule 13D is hereby amended and supplemented to include the following exhibits: Exhibit 13: Power of Attorney, dated July 1, 2025, relating to BPM. Annex A Annex B

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

BlackRock Portfolio Management LLC

Signature:	/s/ Julie Ashworth
Name/Title:	Attorney-in-Fact
Date:	09/16/2025

The undersigned, BlackRock Portfolio Management LLC, a limited liability company duly organized under the laws of the State of Delaware, United States (the "Company"), does hereby make, constitute and appoint each of Eric Andruczyk, Julie Ashworth, Richard Cundiff, R. Andrew Dickson, III, Spencer Fleming, Laura Hildner, David Maryles, Christopher Meade, Charles Park, James Raby, Daniel Riemer, David Rothenberg, Brenda Schulz and Joseph Virgilio, acting severally, as its true and lawful attorneys-in-fact, for the purpose of, from time to time, executing, in its name and on its behalf and on behalf of its direct and indirect subsidiaries and affiliates, any and all documents, certificates, instruments, statements, filings, agreements and amendments (collectively, "documents") determined by such person to be necessary or appropriate to comply with ownership or control-person reporting requirements imposed by any United States or non-United States governmental or regulatory authority, including, without limitation, Schedules 13D and 13G and Forms 3, 4, 5, 13F, 13H, SHO and N-PX and any amendments to any of the foregoing as may be required to be filed with the Securities and Exchange Commission, and delivering, furnishing or filing any such documents with the appropriate governmental or regulatory authority or other person, and giving and granting to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully and to all intents and purposes as the Company and/or its direct and indirect subsidiaries, as applicable, might or could do if personally present by one of its authorized signatories, hereby ratifying and confirming all that said attorney-in-fact shall lawfully do or cause to be done by virtue hereof. Any such determination by an attorney-in-fact named herein shall be conclusively evidenced by such person's execution, delivery, furnishing or filing of the applicable document.

This power of attorney shall expressly revoke the power of attorney dated 28th day of January, 2025 in respect of the subject matter hereof, shall be valid from the date hereof and shall remain in full force and effect until either revoked in writing by the Company, or, in respect of any attorney-in-fact named herein, until such person ceases to be an employee of the Company or one of its affiliates.

IN WITNESS WHEREOF, the undersigned has caused this power of attorney to be executed as of this 1st day of July, 2025.

The following is a list of the executive officers and directors of BlackRock, Inc. (collectively, the "Covered Persons"), setting forth the present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted and citizenship for each such person.

Transactions in the Class A Common Stock during the Past Sixty (60) Days ended September 12, 2025

Transactions in the Class C Common Stock during the Past Sixty (60) Days ended September 12, 2025

BLACKROCK PORTFOLIO MANAGEMENT LLC
By: BlackRock Finance, Inc., its sole member


By:	/s/ R. Andrew Dickson, III
Name:	R. Andrew Dickson, III
Title:	Corporate Secretary

Name	Principal Occupation or Employment	Business Address	Citizenship
Laurence D. Fink	Chairman and Chief Executive Officer	BlackRock, Inc. 50 Hudson Yards New York, NY 10001	U.S.

Robert S. Kapito	President	BlackRock, Inc. 50 Hudson Yards New York, NY 10001	U.S.

Stephen Cohen	Senior Managing Director and Chief Product Officer	BlackRock, Inc. Drapers Gardens 12 Throgmorton Avenue London EC2N 2DL United Kingdom	U.K.

Marc Comerchero	Managing Director, Chief Accounting Officer and Global Controller	BlackRock, Inc. 50 Hudson Yards New York, NY 10001	U.S.

Robert L. Goldstein	Senior Managing Director and Chief Operating Officer	BlackRock, Inc. 50 Hudson Yards New York, NY 10001	U.S.

Caroline Heller	Senior Managing Director and Global Head of Human Resources	BlackRock, Inc. 50 Hudson Yards New York, NY 10001	U.S.

J. Richard Kushel	Senior Managing Director and Head of the Portfolio Management Group	BlackRock, Inc. 50 Hudson Yards New York, NY 10001	U.S.

Rachel Lord	Senior Managing Director and Head of International	BlackRock, Inc. Drapers Gardens 12 Throgmorton Avenue London EC2N 2DL United Kingdom	U.K.

Christopher J. Meade	Senior Managing Director, Chief Legal Officer and General Counsel	BlackRock, Inc. 50 Hudson Yards New York, NY 10001	U.S.

Martin Small	Senior Managing Director and Chief Financial Officer	BlackRock, Inc. 50 Hudson Yards New York, NY 10001	U.S.

Name	Principal Occupation or Employment	Business Address	Citizenship
Laurence D. Fink	BlackRock, Inc. – Chairman and Chief Executive Officer	BlackRock, Inc. 50 Hudson Yards New York, NY 10001	U.S.

Robert S. Kapito	BlackRock, Inc. – President	BlackRock, Inc. 50 Hudson Yards New York, NY 10001	U.S.

Pamela Daley	General Electric Company – Former Senior Vice President of Corporate Business Development	BlackRock, Inc. 50 Hudson Yards New York, NY 10001	U.S.

Gregory J. Fleming	President and CEO of Rockefeller Capital Management	45 Rockefeller Plaza, Floor 5 New York, NY 10111	U.S.

William E. Ford	General Atlantic – Chairman and Chief Executive Officer	General Atlantic Park Avenue Plaza 55 East 52nd Street, 33rd Fl New York, NY 10055	U.S.

Fabrizio Freda	The Estée Lauder Companies Inc. – Former President and Chief Executive Officer	Estée Lauder Companies 767 Fifth Avenue, 40th Fl New York, NY 10153	Italy & U.S.

Murry S. Gerber	EQT Corporation – Former Executive Chairman, Chairman, President and CEO	BlackRock, Inc. 50 Hudson Yards New York, NY 10001	U.S.

Margaret "Peggy" L. Johnson	Agility Robotics, Inc. – Chief Executive Officer	Agility Robotics 32114 Mallard Ave Tangent, OR 97389	U.S.

Cheryl D. Mills	BlackIvy Group LLC – President and Chief Executive Officer	BlackIvy Group LLC 2300 N Street NW Suite 630 Washington DC 20037	U.S.

Kathleen Murphy	Former President of Personal Investing at Fidelity Investments	50 Hudson Yards New York, NY 10001	U.S.

Amin H. Nasser	Saudi Arabian Oil Company – President and Chief Executive Officer	P.O. Box 5000, Dhahran, 31311, Kingdom of Saudi Arabia	Saudi Arabia

Gordon M. Nixon	Royal Bank of Canada – Former President, CEO and Board Member	BlackRock, Inc. 50 Hudson Yards New York, NY 10001	Canada

Adebayo Ogunlesi	Global Infrastructure Partners – Chairman and Chief Executive Officer	BlackRock, Inc. 50 Hudson Yards New York, NY 10001	U.S. & Nigeria

Kristin Peck	Zoetis Inc. – Chief Executive Officer	Zoetis Inc. 10 Sylvan Way Parsippany, NJ 07054	U.S.

Charles H. Robbins	Cisco Systems, Inc. – Chairman and Chief Executive Officer	Cisco Systems, Inc. 300 West Tasman Drive San Jose, CA 95134	U.S.

Hans E. Vestberg	Verizon Communications Inc. – Chairman and Chief Executive Officer	Verizon Communications Inc. 1095 Avenue of the Americas New York, NY 10036	Sweden

Susan L. Wagner	BlackRock, Inc. - Former Vice Chairman	BlackRock, Inc. 50 Hudson Yards New York, NY 10001	U.S.

Mark Wilson	Aviva plc – Former Chief Executive Officer; AIA Group Ltd – Former President and Chief Executive Officer	BlackRock, Inc. 50 Hudson Yards New York, NY 10001	New Zealand