Form 4: TotalEnergies Reports Clearway Energy Stock Forfeiture

TotalEnergies SE and its affiliates reported the forfeiture of 657 shares of Clearway Energy, Inc. Class C Common Stock by an employee under a long-term incentive program.

Summary

• TotalEnergies SE and its affiliated entities (TotalEnergies Gestion USA SARL, TotalEnergies Holdings USA, Inc., TotalEnergies Delaware, Inc., and TotalEnergies Renewables USA, LLC) filed a Form 4.
• The filing reports the forfeiture of 657 shares of Clearway Energy, Inc. Class C Common Stock on October 28, 2025.
• These shares were previously granted by Clearway Energy Group LLC under its Long Term Equity Incentive Program to one or more of its employees.
• Following this transaction, the reporting persons indirectly beneficially own 163,855 shares of Class C Common Stock.
• The beneficial ownership is indirect, with securities held by Clearway Energy Group, whose sole member is GIP III Zephyr Acquisition Partners, L.P. ('Zephyr').
• Zephyr Holdings GP, LLC ('Zephyr GP') is the general partner of Zephyr, and TotalEnergies Renewables USA, LLC holds 50% of the equity interests in Zephyr GP.
• The complex ownership structure links TotalEnergies SE down through its subsidiaries to its indirect interest in Clearway Energy Group and, consequently, Clearway Energy, Inc. shares.
• Each reporting person disclaims beneficial ownership except to the extent of their pecuniary interest, and may be deemed a 'director by deputization' for Section 16 purposes.

Sentiment

Score: 5

Explanation: The filing reports a routine forfeiture of restricted stock, which is a neutral event for the reporting entity's overall position and does not indicate significant positive or negative developments.

Future Outlook

NA

Industry Context

This filing highlights TotalEnergies' continued indirect involvement and ownership stake in Clearway Energy, Inc., a key player in the renewable energy sector. TotalEnergies' complex ownership structure through various subsidiaries and partnerships underscores its strategic investments in the clean energy transition.

Stakeholder Impact

• Minor impact on the Clearway Energy Group employee(s) whose restricted stock was forfeited under the Long Term Equity Incentive Program.
• Negligible impact on Clearway Energy, Inc. shareholders due to the small number of shares involved in the forfeiture.

Key Dates

Recommendation

This Form 4 filing details a routine forfeiture of a small number of restricted shares by an employee of Clearway Energy Group, indirectly impacting TotalEnergies' reported beneficial ownership. Such a minor event does not provide sufficient new information to warrant a change in investment recommendation for Clearway Energy, Inc. or TotalEnergies SE. Investors should maintain their current position based on broader company fundamentals and market conditions.

Keywords

TotalEnergies, Clearway Energy, CWEN, SEC Form 4, Beneficial Ownership, Stock Forfeiture, Restricted Stock, Insider Trading, Renewable Energy, Utilities