Form 4: TotalEnergies Reports CWEN Stock Forfeiture

TotalEnergies and its affiliates reported the forfeiture of 821 shares of Clearway Energy, Inc. Class C Common Stock, reducing their indirect beneficial ownership to 95,355 shares.

Summary

• TotalEnergies SE and its affiliates (TotalEnergies Gestion USA SARL, TotalEnergies Holdings USA, Inc., TotalEnergies Delaware, Inc., and TotalEnergies Renewables USA, LLC) filed a Form 4 regarding Clearway Energy, Inc. (CWEN).
• The filing reports the forfeiture of 821 shares of Clearway Energy, Inc. Class C Common Stock on August 1, 2025.
• These shares were previously granted under Clearway Energy Group LLC's Long Term Equity Incentive Program to one or more of its employees.
• Following this transaction, the indirect beneficial ownership of Class C Common Stock is 95,355 shares.
• The reporting persons are deemed "Director" and "10% Owner" of Clearway Energy, Inc. for Section 16 purposes.
• The beneficial ownership is indirect, held by Clearway Energy Group, with a complex ownership chain leading back to TotalEnergies SE.

Sentiment

Score: 5

Explanation: The filing is a routine compliance report of a minor stock forfeiture, which is neutral in its implications for the company's overall financial health or strategic direction.

Positives

• The forfeiture of restricted stock, while a reduction in shares, is a routine event often tied to employee departures or unmet performance conditions, not necessarily indicative of negative company performance.

Negatives

• The forfeiture of 821 shares represents a slight reduction in the indirect beneficial ownership of Clearway Energy, Inc. Class C Common Stock by TotalEnergies and its affiliates.

Risks

• The reporting persons disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest, indicating a potential limitation on their direct liability or control over these specific shares.

Future Outlook

The filing does not provide any forward-looking statements or guidance beyond the reported transaction date.

Industry Context

This Form 4 filing reflects a routine compliance disclosure for a major energy company, TotalEnergies, regarding its indirect beneficial ownership in Clearway Energy, a renewable energy company. Such filings are standard for significant shareholders and board members, providing transparency on equity movements within their portfolio companies.

Related Party Transactions

• The filing details the complex indirect beneficial ownership structure of Clearway Energy, Inc. Class C Common Stock by TotalEnergies SE and its various subsidiaries, through Clearway Energy Group LLC and its general partner, Zephyr Holdings GP, LLC. This structure inherently involves related parties due to the significant equity interests and control relationships.

Stakeholder Impact

• Minimal impact on shareholders due to the small number of shares forfeited relative to total outstanding shares.
• Potential minor impact on employees involved in the Long Term Equity Incentive Program, as the forfeiture suggests an employee did not meet vesting conditions or departed.

Key Dates

Keywords

TotalEnergies, Clearway Energy, CWEN, SEC Form 4, Beneficial Ownership, Stock Forfeiture, Restricted Stock, Corporate Governance, Energy Sector, Renewables