Form 4: TotalEnergies SE Reports Acquisition of Clearway Energy, Inc. Shares

TotalEnergies SE and related entities report the acquisition of Clearway Energy, Inc. shares to cover tax obligations related to vesting restricted stock.

Summary

• TotalEnergies SE and related entities filed a Form 4 detailing changes in beneficial ownership of Clearway Energy, Inc. shares.
• The report indicates the acquisition of 831 shares of Class C Common Stock on January 15, 2025, at a price of $25.25 per share.
• These shares were withheld to satisfy tax obligations related to the vesting of restricted stock previously granted by Clearway Energy Group LLC to its employees.
• The reporting persons have agreed to voluntarily disgorge any profits deemed realized from such transactions to the Issuer.
• The securities are held directly by Clearway Energy Group, of which GIP III Zephyr Acquisition Partners, L.P. is the sole member.
• TotalEnergies Renewables USA, LLC holds 50% of the equity interests in Zephyr GP, the general partner of Zephyr.
• Several TotalEnergies entities are listed as reporting persons, each disclaiming beneficial ownership except to the extent of their pecuniary interest.
• Each Reporting Person may be deemed a 'director by deputization'.

Sentiment

Score: 7

Explanation: The document is a routine regulatory filing detailing a standard transaction related to tax obligations. The sentiment is neutral as it reflects normal corporate activity.

Positives

• The reporting persons have agreed to voluntarily disgorge any profits deemed realized from such transactions to the Issuer.

Industry Context

This filing reflects ongoing ownership adjustments within Clearway Energy, Inc.'s shareholder base, particularly concerning TotalEnergies' indirect holdings. Such transactions are typical for companies with complex ownership structures and equity-based compensation plans.

Comparison to Industry Standards

• Form 4 filings are standard practice for reporting changes in beneficial ownership by company insiders and major shareholders, as mandated by the SEC.
• The transaction is related to tax obligations arising from equity compensation, a common practice across publicly traded companies.
• TotalEnergies' indirect ownership through multiple entities is not uncommon for large multinational corporations with complex investment structures.

Stakeholder Impact

• The transaction has a minimal direct impact on shareholders, employees, customers, suppliers, and creditors as it is related to internal tax obligations.

Key Dates