Form 4: TotalEnergies SE Reports Change in Beneficial Ownership of Clearway Energy, Inc.

TotalEnergies SE and related entities report a transaction involving Clearway Energy, Inc. Class C Common Stock related to tax withholding obligations and a correction of previously overreported holdings.

Summary

• TotalEnergies SE and several related entities, including TotalEnergies Gestion USA SARL, TotalEnergies Holdings USA, Inc., TotalEnergies Delaware, Inc., and TotalEnergies Renewables USA, LLC, filed a Form 4 regarding changes in beneficial ownership of Clearway Energy, Inc. (CWEN) Class C Common Stock.
• The transaction on April 15, 2025, involved the withholding of 95 shares at a price of $29.07 to satisfy tax withholding obligations related to the vesting of restricted stock granted by Clearway Energy Group LLC to its employees.
• The reported number of shares beneficially owned was adjusted to correct a previous overreporting by 821 shares.
• After the reported transaction, TotalEnergies SE indirectly beneficially owns 77,310 shares of Clearway Energy, Inc. Class C Common Stock.
• The shares 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 Holdings GP, LLC, the general partner of Zephyr.
• Each of the reporting entities disclaims beneficial ownership of the securities, except to the extent of their pecuniary interest.

Sentiment

Score: 7

Explanation: The document is a standard regulatory filing, indicating a neutral sentiment. The correction of previously overreported holdings is a positive sign of accuracy and transparency.

Positives

• The filing corrects a previous overreporting of shares, providing a more accurate representation of TotalEnergies' holdings.

Management Comments

• The Reporting Person has agreed to voluntarily disgorge any profits deemed realized from such transactions to the Issuer.

Industry Context

This filing is a routine disclosure related to changes in beneficial ownership, which is common for entities holding significant stakes in publicly traded companies. It reflects ongoing transactions and adjustments within the ownership structure of Clearway Energy, Inc.

Comparison to Industry Standards

• Form 4 filings are standard practice for major shareholders in publicly traded companies, ensuring transparency and compliance with SEC regulations.
• Companies like Brookfield Renewable Partners and NextEra Energy Partners also regularly file similar forms to report changes in their holdings.

Stakeholder Impact

• The correction of previously overreported holdings provides more accurate information to shareholders.

Key Dates

Keywords

TotalEnergies, Clearway Energy, Beneficial Ownership, Form 4, Securities, Transaction, Shares, CWEN, Tax Withholding