SCHEDULE: TotalEnergies Adjusts Clearway Energy Stake and Governance

TotalEnergies SE and its subsidiaries have amended their Schedule 13D filing concerning Clearway Energy, Inc., detailing changes in exchange agreements and a proposed conversion of Class A to Class C common stock.

Summary

• TotalEnergies SE and its subsidiaries (TotalEnergies Gestion USA SARL, TotalEnergies Holdings USA Inc., TotalEnergies Delaware Inc., and TotalEnergies Renewables USA LLC) have filed an amendment to their Schedule 13D regarding their holdings in Clearway Energy, Inc.
• The filing details a Third Amended and Restated Exchange Agreement, effective April 1, 2026, which allows holders of Class B Units of Clearway Energy LLC to exchange them for Class C Common Stock of Clearway Energy, Inc., instead of Class A Common Stock.
• A proposed Charter Amendment would convert all Class A Common Stock into Class C Common Stock, subject to stockholder approval at the 2026 Annual Meeting, expected around April 29, 2026.
• If approved, a Voting Trust Agreement will be entered into, where Clearway Energy Group will deposit Class B Common Stock into a voting trust to maintain its relative voting power.
• As of April 1, 2026, TotalEnergies entities no longer hold more than 5% of Clearway Energy, Inc.'s Class A Common Stock, marking an exit filing for this class.
• The filing also lists various transactions in Class C Common Stock by Clearway Energy Group LLC over the past 60 days, including shares withheld for tax obligations, forfeited restricted stock, and exchanges of Class D Units for Class C Common Stock.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this as a neutral filing, primarily detailing structural and governance changes rather than significant financial performance updates or new strategic initiatives.

Positives

• The Third Amended Exchange Agreement provides flexibility by allowing exchanges for Class C Common Stock, potentially aligning with strategic objectives.
• The proposed conversion of Class A to Class C Common Stock could simplify the capital structure.
• The Voting Trust Agreement aims to maintain Clearway Energy Group's voting power, ensuring continued influence.
• TotalEnergies Renewables USA, LLC holds significant Class B and Class D Units exchangeable for Class C Common Stock, representing substantial underlying ownership.

Negatives

• The proposed Charter Amendment requires significant stockholder approval (66-2/3% of combined voting power and a majority of Class A voting power), which may be challenging to obtain.
• The exit from beneficial ownership of more than 5% of Class A Common Stock could signal a shift in strategic focus or a reduction in direct influence over this class of shares.

Risks

• Failure to obtain necessary stockholder approval for the Charter Amendment could disrupt the proposed structural changes.
• The complexity of the exchange agreements and voting trust arrangements could lead to misunderstandings or disputes.
• Changes in the relative voting power of Clearway Energy Group due to the Class A Conversion and Voting Trust Agreement could impact governance dynamics.

Future Outlook

The company anticipates submitting a proposal to stockholders to approve a Charter Amendment at the 2026 Annual Meeting, expected around April 29, 2026. If approved, this amendment will convert Class A Common Stock to Class C Common Stock. A Voting Trust Agreement is also planned to be entered into if the Amended Charter is approved.

Industry Context

StockSavvy.ai notes that this filing reflects ongoing strategic adjustments within the energy infrastructure sector, where major players like TotalEnergies continually refine their holdings and governance structures in publicly traded entities to optimize capital allocation and operational focus.

Corporate Governance

Related Party Transactions

• Clearway Energy Group LLC's exchange of Class D Units for Class C Common Stock on March 31, 2026.
• Granting of restricted stock by Clearway Energy Group under its Long Term Equity Incentive Program to employees.

Stakeholder Impact

• Shareholders: The proposed conversion of Class A to Class C stock may affect voting rights and the perceived value of Class A shares.
• Clearway Energy Group: Will maintain its relative voting power through the Voting Trust Agreement.
• Employees: Certain employees had shares withheld for tax obligations or forfeited restricted stock.
• TotalEnergies SE: Adjusts its reporting and beneficial ownership status concerning Clearway Energy's Class A Common Stock.

Next Steps

• Submission of the Charter Amendment Proposal to Clearway Energy, Inc. stockholders for approval at the 2026 Annual Meeting.
• Execution of the Third Amended and Restated Exchange Agreement.
• Entry into the Voting Trust Agreement, contingent upon Charter Amendment approval.

Key Dates

Keywords

Schedule 13D, TotalEnergies SE, Clearway Energy Inc., Exchange Agreement, Class A Common Stock, Class C Common Stock, Voting Trust Agreement, Charter Amendment, Beneficial Ownership, SEC Filing