Form 4: TotalEnergies Reports Forfeiture of Clearway Energy Restricted Stock by Affiliated Employees

TotalEnergies SE and its affiliated entities have filed a Form 4 disclosing the forfeiture of 213 shares of Clearway Energy, Inc. Class C Common Stock previously granted under an equity incentive program.

Summary

• TotalEnergies SE, along with its subsidiaries 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 213 shares of Clearway Energy, Inc. Class C Common Stock on July 1, 2025.
• These shares were 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, the reporting persons indirectly beneficially own 94,534 shares of Clearway Energy, Inc. Class C Common Stock.
• The securities are held directly by Clearway Energy Group, with ownership traced through GIP III Zephyr Acquisition Partners, L.P. and Zephyr Holdings GP, LLC, in which TotalEnergies Renewables USA, LLC holds a 50% equity interest.
• Each reporting person disclaims beneficial ownership of the securities 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 document is a routine compliance filing reporting a minor transaction (forfeiture of 213 shares), which has a neutral impact on the company's overall prospects and is primarily a disclosure of an event within an equity program.

Positives

• The forfeiture of restricted stock means these shares return to the company's pool, potentially reducing future dilution or making them available for new grants.

Negatives

• The forfeiture of restricted stock indicates that conditions for vesting were not met by the employees to whom they were granted, representing a loss for those individuals.

Risks

• The document does not contain a discussion of general company risks or future challenges for Clearway Energy, Inc. beyond the specific transaction reported.

Future Outlook

The document is a compliance filing reporting a specific transaction and does not provide any forward-looking statements or guidance regarding Clearway Energy, Inc.'s future performance or strategic outlook.

Industry Context

This filing is a routine insider transaction report, reflecting a specific event within an equity incentive program. It does not provide broader insights into industry trends or competitive dynamics within the renewable energy sector.

Related Party Transactions

• The transaction involves the forfeiture of shares from an equity incentive program of Clearway Energy Group LLC, which is indirectly owned by TotalEnergies SE and its subsidiaries, who are also 10% owners and have director representation in Clearway Energy, Inc.

Stakeholder Impact

• Employees who were granted the restricted stock are directly impacted by the forfeiture.
• Shareholders of Clearway Energy, Inc. experience a minor, likely negligible, impact due to the small number of shares involved, as these shares may return to the company's pool.

Key Dates

Keywords

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