Form 4: TotalEnergies Reports Clearway Energy Stock Forfeiture

TotalEnergies SE and its affiliates reported the forfeiture of 4,368 shares of Clearway Energy, Inc. Class C Common Stock, held indirectly through their ownership structure.

Summary

• TotalEnergies SE and several of its subsidiaries (TotalEnergies Gestion USA SARL, TotalEnergies Holdings USA, Inc., TotalEnergies Delaware, Inc., and TotalEnergies Renewables USA, LLC) are reporting persons.
• The reporting persons are identified as Directors and 10% Owners of Clearway Energy, Inc. (CWEN).
• A transaction occurred on August 15, 2025, involving the forfeiture of 4,368 shares of Clearway Energy, Inc. Class C Common Stock.
• The forfeiture relates to restricted stock previously granted by Clearway Energy Group LLC under its Long Term Equity Incentive Program to one or more of its employees.
• Following this transaction, 99,723 shares of Class C Common Stock are beneficially owned indirectly.
• The securities are held directly by Clearway Energy Group, with GIP III Zephyr Acquisition Partners, L.P. as its sole member, and Zephyr Holdings GP, LLC as the general partner of Zephyr.
• TotalEnergies Renewables USA, LLC holds 50% of the equity interests in Zephyr GP, establishing the indirect beneficial ownership chain from TotalEnergies SE down to the shares.

Sentiment

Score: 5

Explanation: The filing reports a routine forfeiture of a small number of restricted shares, which is a neutral event with no significant positive or negative implications for the company's financial health or stock performance.

Future Outlook

This filing is a Form 4 reporting an insider transaction and does not contain forward-looking statements or guidance.

Industry Context

This Form 4 filing details a specific insider transaction related to an equity incentive program and does not provide broader industry context or trends.

Related Party Transactions

• The filing details the indirect beneficial ownership structure of Clearway Energy, Inc. shares by TotalEnergies SE and its subsidiaries through their equity interests in Zephyr Holdings GP, LLC, which is the general partner of GIP III Zephyr Acquisition Partners, L.P., the sole member of Clearway Energy Group LLC. This establishes the related party context for the reported share forfeiture.

Stakeholder Impact

• Minimal impact on shareholders due to the small number of shares involved in the forfeiture, which is a routine event within an equity incentive program.

Key Dates

Keywords

Clearway Energy, CWEN, TotalEnergies, SEC Form 4, Stock Forfeiture, Insider Transaction, Restricted Stock, Equity Incentive Program