{"url_path":"/sec/cwen/8-k/2026-05-15/item-5-02","section_key":"item-5-02","section_title":"Item 5.02 **","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-05-15","source_url":"https://www.sec.gov/Archives/edgar/data/1567683/0001104659-26-061748-index.html","accession_number":"0001104659-26-061748","cik":"0001567683","ticker":"CWEN","issuer_name":"Clearway Energy, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1567683/0001104659-26-061748-index.html","primary_entity_key":"0001567683","primary_entity_name":"Clearway Energy, Inc."},"word_count":300,"has_tables":true,"body_markdown":"**Item 5.02**\n**Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.**\n\n \n\nOn May 15, 2026, Clearway Energy, Inc. (the “Company”)\nannounced that Kevin P. Malcarney will retire from his position as Executive Vice President, General Counsel and Corporate Secretary of\nthe Company, effective June 1, 2026 (the “Transition Date”). In connection with his retirement, on May 11, 2026, Mr.\nMalcarney entered into a transition services agreement with the Company and Clearway Energy Group LLC (the “Transition Services\nAgreement”), pursuant to which he will remain employed as a non-executive employee following the Transition Date through June 26,\n2026. In addition, under the Transition Services Agreement, Mr. Malcarney will receive the following separation benefits upon his departure\nfrom the Company (the “Separation Benefits”): (i) a pro-rated annual bonus for 2026, (ii) the continued vesting of his outstanding\nCompany equity awards in accordance with their original vesting schedules as if he had remained continuously employed through each applicable\nvesting date and (iii) a lump-sum cash payment in an amount equal to approximately $711,845. \n\n \n\nThe Separation Benefits are conditioned on Mr.\nMalcarney complying with the Transition Services Agreement and executing (and not revoking within seven days after his execution) a general\nrelease of claims.\n\n \n\nThe Transition Services Agreement also includes\nconfidentiality, non-disparagement and non-solicitation covenants and provides that the restrictive covenants in any agreement between\nMr. Malcarney and the Company (other than any non-compete covenant) will remain in effect with respect to Mr. Malcarney.\n\n \n\nThe foregoing description of the Transition Services\nAgreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Transition Services Agreement,\na copy of which the Company plans to file as an exhibit to its upcoming Quarterly Report on Form 10-Q."}