Princeton-based Clearway Energy Inc. said its board has approved a proposal that would simplify the company’s public share class structure into a single class, a move the company says could improve liquidity and address a pricing gap between its publicly traded shares.
The company, which trades on the New York Stock Exchange under CWEN and CWEN.A, said the proposal will be submitted for stockholder approval at its 2026 annual meeting, expected to be held in the second quarter of 2026.
Under the plan, Clearway would amend and restate its certificate of incorporation to convert each share of Class A common stock into one share of Class C common stock. The company said the conversion would occur automatically at 12:01 a.m. Eastern on the second business day following the filing of the charter amendment.
Clearway reported that on March 9, 2026, the last reported sales price for its Class A common stock was $35.57 per share, while the last reported sales price for its Class C common stock was $37.94 per share. The company said that represented a 6.7% premium for Class C over Class A.
The company said the consolidation is responsive to suggestions from current and potential stockholders and is expected to benefit stockholders by reducing complexity from a dual-class public trading structure, addressing what it called a persistent valuation discount between the two share classes, and providing stockholders an opportunity to own a more liquid stock with a larger public float. The company also said it expects the simplified structure to broaden the stock’s appeal to more investors.
Craig Cornelius, the company’s president and CEO, said the proposal is intended to create value for stockholders and to improve liquidity for both classes through a simplified structure.
“In turn, the simplified share structure would benefit holders of Class C common stock by providing them with a more liquid investment with an increased public float, which we believe will enhance its attractiveness to a broader investor base and further support our capital allocation strategy,” Cornelius said.
In connection with the conversion, Clearway Energy Group LLC — the owner of all outstanding Class B and Class D common stock — would enter into a voting trust agreement designed to preserve the total relative voting power of the company’s public stockholders following the conversion, the company said.
Clearway said the conversion is intended to qualify as a tax-free exchange for U.S. federal income tax purposes, but it has not sought and does not intend to seek an IRS ruling on the tax consequences.
Stockholders of record across Class A, B, C or D shares as of the close of business on March 19, 2026, will be entitled to vote at the annual meeting. Clearway said it plans to file a definitive proxy statement with the Securities and Exchange Commission detailing the proposal, and stockholders will be able to obtain copies through the company’s investor relations department.
