Form 4: TotalEnergies Reports Clearway Energy Stock Forfeiture

TotalEnergies SE and its affiliates reported the forfeiture of 1,737 shares of Clearway Energy, Inc. Class C Common Stock by employees of Clearway Energy Group, increasing their indirect beneficial ownership.

Summary

• TotalEnergies SE and its affiliated entities, including TotalEnergies Gestion USA SARL, TotalEnergies Holdings USA, Inc., TotalEnergies Delaware, Inc., and TotalEnergies Renewables USA, LLC, filed a Form 4.
• The filing reports a transaction involving Clearway Energy, Inc. (CWEN) Class C Common Stock.
• On December 12, 2025, 1,737 shares of restricted stock were forfeited by one or more employees of Clearway Energy Group LLC.
• These shares were originally granted under Clearway Energy Group's Long Term Equity Incentive Program.
• Following this transaction, the reporting persons indirectly beneficially own 165,592 shares of Clearway Energy, Inc. Class C Common Stock.
• The reporting persons are deemed "Director" and "10% Owner" of Clearway Energy, Inc.

Sentiment

Score: 5

Explanation: The filing reports a routine insider transaction (forfeiture of restricted stock) which is neutral in its immediate impact on the company's overall financial health or strategic direction. It's an expected event within an equity incentive program.

Positives

• The forfeiture of restricted stock by employees means these shares revert to Clearway Energy Group, potentially reducing future dilution or increasing the pool of shares available for other incentive programs.
• The reporting persons' indirect beneficial ownership of Clearway Energy, Inc. increased by 1,737 shares as a result of the forfeiture.

Negatives

• Employees of Clearway Energy Group forfeited 1,737 shares of restricted stock, indicating a loss of equity for those individuals.

Future Outlook

NA

Industry Context

This filing reflects an internal equity management event within the Clearway Energy Group, which is indirectly controlled by TotalEnergies, a major player in the energy sector, including renewables. Such forfeitures are standard occurrences in long-term equity incentive programs and do not necessarily indicate broader industry trends, though they are part of ongoing corporate governance and compensation practices in the renewable energy sector.

Corporate Governance

Related Party Transactions

• The transaction involves the forfeiture of shares granted by Clearway Energy Group LLC, which is indirectly controlled by the TotalEnergies entities filing the report. This represents an internal transaction within a related corporate structure.

Stakeholder Impact

• Employees: The employees who forfeited the 1,737 shares of restricted stock experienced a loss of equity compensation.
• Shareholders (Clearway Energy, Inc.): The forfeiture of shares could be seen as slightly positive as it reduces potential future dilution or makes shares available for other purposes, though the amount is small relative to total outstanding shares.
• TotalEnergies (as indirect owner): Their indirect beneficial ownership increased by the forfeited shares, consolidating their control.

Key Dates

Keywords

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