4/A: TotalEnergies Amends SEC Filing on Clearway Energy Stock Grant to Employee

TotalEnergies SE and its affiliated entities have filed an amended Form 4 to correct and restate the beneficial ownership of Clearway Energy, Inc. Class C Common Stock following an employee stock grant.

Summary

• The document is an amended Form 4 (4/A) filed by TotalEnergies SE and several of its U.S. subsidiaries (TotalEnergies Gestion USA SARL, TotalEnergies Holdings USA, Inc., TotalEnergies Delaware, Inc., and TotalEnergies Renewables USA, LLC).
• The amendment corrects the original Form 4 filed on April 2, 2025, regarding a grant of restricted stock of Clearway Energy, Inc. (CWEN).
• On April 1, 2025, 567,594 shares of Clearway Energy, Inc. Class C Common Stock were granted to one or more employees by Clearway Energy Group, LLC under its Long Term Equity Incentive Program.
• This grant was made in connection with an employee's election to receive a portion of their 2024 bonus in stock rather than cash.
• The price of the Class C Common Stock at the time of the grant was $30.47 per share.
• Following this reported transaction, the TotalEnergies reporting persons indirectly beneficially own 58,505 shares of Clearway Energy, Inc. Class C Common Stock.
• The reporting persons, including TotalEnergies SE, are identified as both a Director and a 10% Owner of Clearway Energy, Inc., and are deemed 'director by deputization' for Section 16 purposes.
• The indirect beneficial ownership is traced through Clearway Energy Group, LLC, GIP III Zephyr Acquisition Partners, L.P., and Zephyr Holdings GP, LLC, in which TotalEnergies Renewables USA, LLC holds a 50% equity interest.

Sentiment

Score: 5

Explanation: The document is a factual amendment to a previous filing, correcting beneficial ownership details. It does not contain information that would inherently suggest positive or negative sentiment regarding the company's performance or outlook.

Future Outlook

The document does not contain any forward-looking statements or guidance regarding future operations or financial performance of Clearway Energy, Inc. or TotalEnergies.

Management Comments

• TotalEnergies SE: "By: /s/ Marine Delaitre Name: Marine Delaitre Title: Authorized Signatory"
• TotalEnergies Gestion USA SARL: "By: /s/ Agathe Rozenbaum-Rameix Name: Agathe Rozenbaum-Rameix Title: General Manager"
• TotalEnergies Holdings USA, INC.: "By: /s/ Richard Frazier Name: Richard Frazier Title: Assistant Secretary"
• TotalEnergies Delaware, INC.: "By: /s/ Richard Frazier Name: Richard Frazier Title: Secretary"
• TotalEnergies Renewables USA, LLC: "By: /s/ Richard Frazier Name: Richard Frazier Title: Secretary"

Industry Context

This filing is a routine disclosure of changes in beneficial ownership by a significant shareholder (TotalEnergies) in a renewable energy company (Clearway Energy). It reflects internal compensation practices (employee stock grants) within the broader corporate structure involving TotalEnergies' indirect interests in Clearway Energy Group, rather than a direct market-moving event for the industry.

Related Party Transactions

• The grant of restricted stock was made by Clearway Energy Group, LLC, an entity in which TotalEnergies (through its subsidiaries) holds an indirect interest, to one or more of its employees. This constitutes a transaction between entities with common indirect ownership.

Stakeholder Impact

• Shareholders: Minor impact due to a correction in reported beneficial ownership by a significant indirect shareholder.
• Employees: Positive impact for the employee(s) who received a portion of their 2024 bonus in the form of stock, aligning their interests with the company's performance.

Key Dates

Keywords

TotalEnergies, Clearway Energy, CWEN, SEC Form 4/A, Beneficial Ownership, Stock Grant, Restricted Stock, Employee Incentive Program, Energy Sector, Renewables