SCHEDULE: TotalEnergies to Sell 6.16M Clean Energy Fuels Shares

TotalEnergies SE and its subsidiary have established a Rule 10b5-1 plan to sell up to 6.16 million shares of Clean Energy Fuels Corp. common stock, commencing February 27, 2026.

Summary

• TotalEnergies SE and TotalEnergies Marketing Services SAS (the "Seller") entered into a Rule 10b5-1 Sale Plan Agreement with J.P. Morgan Securities LLC (JPMS) on November 24, 2025.
• The plan authorizes JPMS to dispose of up to 6,164,720 shares of Clean Energy Fuels Corp. common stock held by TotalEnergies Marketing Services SAS.
• Sales are scheduled to commence on February 27, 2026, or two business days after the disclosure of Clean Energy Fuels Corp.'s financial results in its Annual Report on Form 10-K for the fiscal year ended December 31, 2025, whichever is later.
• The plan is intended to comply with Rule 10b5-1(c) of the Securities Exchange Act of 1934, providing an affirmative defense against insider trading allegations.
• As of February 25, 2026, TotalEnergies beneficially owns 51,788,569 shares of Clean Energy Fuels Corp. common stock, representing 23.6% of the outstanding shares.
• The agreement includes provisions for a cooling-off period, limits on overlapping plans, and restrictions on hedging transactions by the Seller.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this as a neutral event. While it signals a reduction in TotalEnergies' stake, it's a pre-planned, legally compliant disposition, not necessarily indicative of negative sentiment towards Clean Energy Fuels Corp.'s fundamentals, but rather a portfolio rebalancing.

Positives

• The establishment of a Rule 10b5-1 plan provides an affirmative defense against potential insider trading allegations for TotalEnergies, ensuring legal compliance for the share disposition.
• The structured sale plan allows for an orderly disposition of a significant block of shares over an extended period, which may help mitigate abrupt market impact compared to an unstructured sale.

Negatives

• TotalEnergies' decision to sell up to 6,164,720 shares could introduce selling pressure on Clean Energy Fuels Corp.'s stock, potentially leading to short-term price depreciation.
• The planned reduction in TotalEnergies' ownership stake, while structured, may be interpreted by some investors as a signal of a shift in their long-term investment strategy or a move to rebalance their portfolio away from Clean Energy Fuels Corp.

Risks

• Market conditions, including trading volume and price volatility, could impact JPMS's ability to execute sales effectively and achieve optimal prices for the shares.
• The plan could be terminated prematurely due to legal or regulatory restrictions, public announcements of corporate events (e.g., merger, acquisition), or TotalEnergies' non-compliance with the agreement's terms.
• The Seller is solely responsible for compliance with all applicable statutes, rules, and regulations, including reporting and filing requirements, and acknowledges that JPMS makes no representation regarding the plan's qualification for the Rule 10b5-1 affirmative defense.

Future Outlook

The filing outlines a structured plan for TotalEnergies to systematically reduce its stake in Clean Energy Fuels Corp. over an 18-month period, commencing in late February 2026. This indicates a planned, long-term disposition strategy rather than an immediate market exit, suggesting a measured approach to portfolio rebalancing.

Management Comments

• "The Seller is not aware of any material nonpublic information concerning the Securities or the business, operations or prospects of the Issuer as of the date of this Letter Agreement."
• "The Seller has acted in good faith with respect to this Letter Agreement and the Plan and is engaging JPMS and entering into this Letter Agreement and the Plan in good faith and not as part of a plan or scheme to evade compliance with the federal securities laws."
• "The Seller acknowledges and agrees that the Seller does not have, and shall not attempt to exercise, any influence over how, when or whether sales of Securities are affected pursuant to the Plan."

Industry Context

StockSavvy.ai notes that the establishment of a Rule 10b5-1 plan by a major shareholder like TotalEnergies is a common practice for institutional investors seeking to divest a portion of their holdings in a compliant and orderly manner. This move by TotalEnergies, a global energy major, to reduce its stake in Clean Energy Fuels Corp. could be interpreted within the broader energy transition context, where large players are re-evaluating their portfolio allocations in alternative fuels, or simply rebalancing their investment exposure.

Comparison to Industry Standards

• The use of a Rule 10b5-1 plan is a standard corporate governance practice for insiders and large shareholders to sell securities while mitigating insider trading concerns, aligning with best practices seen across publicly traded companies globally.
• The specified cooling-off period and restrictions on overlapping plans reflect compliance with recent SEC amendments to Rule 10b5-1, which aim to enhance investor protection and prevent abuse of these plans, bringing the plan in line with stricter global regulatory trends.
• The disposition of a 6.16 million share block, representing a portion of a 23.6% stake, is a significant but not uncommon event for strategic investors. For example, similar structured divestments have been observed with companies like BP divesting from its alternative energy ventures or institutional funds rebalancing large positions in growth-oriented companies.

Stakeholder Impact

• Shareholders: Potential for short-term downward pressure on Clean Energy Fuels Corp.'s stock price due to the increased supply of shares from the planned sales. Long-term impact will depend on market interpretation of TotalEnergies' reduced stake.
• Management: Clean Energy Fuels Corp.'s management may need to monitor the market impact of the share sales and potentially address investor inquiries or concerns regarding the major shareholder's divestment.

Next Steps

• JPMS will commence selling shares on behalf of TotalEnergies starting February 27, 2026, or two business days after the Issuer's 2025 10-K filing, whichever is later.
• The plan will continue for up to 18 months from November 26, 2025, or until all sales are completed or the plan is terminated under specified conditions.
• TotalEnergies will be responsible for compliance with reporting obligations under Section 16 and Section 13 of the Exchange Act related to these sales.

Key Dates

Recommendation

The filing details a pre-planned, structured divestment by a major shareholder, TotalEnergies. While the sale of 6.16 million shares could create short-term selling pressure, it is a compliant and orderly process, not indicative of a fundamental deterioration in Clean Energy Fuels Corp.'s business. Investors should hold to observe the market's absorption of these shares and the company's ongoing performance, rather than reacting to a pre-scheduled portfolio rebalancing.

Keywords

Clean Energy Fuels Corp., TotalEnergies, 10b5-1 Plan, Stock Sale, SEC Filing, Institutional Selling, Share Disposition, CLEAN, JP Morgan