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

TotalEnergies SE and related entities report transactions involving Clearway Energy, Inc. Class C Common Stock and Class D Units, including acquisitions, disposals, and withholding of shares for tax obligations.

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 detailing changes in their beneficial ownership of Clearway Energy, Inc. (CWEN) securities.
• On March 31, 2025, 385,608 Class D Units of Clearway Energy LLC were exchanged for Class C Common Stock.
• On April 1, 2025, 124,151 shares of Class C Common Stock were acquired at a price of $30.47 per share to satisfy tax withholding obligations related to the vesting of restricted stock.
• Also on April 1, 2025, 550,283 shares of Class C Common Stock were granted as restricted stock under Clearway Energy Group's Long Term Equity Incentive Program.
• Following these transactions, TotalEnergies SE and related entities indirectly beneficially own 75,816 shares of Class C Common Stock and 41,576,142 Class D Units.
• The reporting persons have agreed to voluntarily disgorge any profits deemed realized from transactions related to the vesting of restricted stock to the Issuer.

Sentiment

Score: 6

Explanation: The sentiment is neutral. The filing is a routine disclosure of transactions related to equity ownership and incentive programs. There are no explicit positive or negative implications for the company's performance.

Positives

• The reporting persons will voluntarily disgorge any profits deemed realized from transactions related to the vesting of restricted stock to the Issuer.

Industry Context

This filing reflects the ongoing ownership and equity incentive programs within Clearway Energy, a company focused on renewable energy infrastructure. TotalEnergies' significant stake indicates their continued interest in the renewable energy sector.

Comparison to Industry Standards

• Comparing TotalEnergies' stake in Clearway Energy to similar investments by other major energy companies in the renewable sector, such as Iberdrola's investments in wind and solar projects or Enel's focus on grid modernization, provides context.
• The size of the equity grants under Clearway Energy Group's Long Term Equity Incentive Program can be benchmarked against similar programs at peer companies like NextEra Energy or Brookfield Renewable Partners to assess its competitiveness.
• The one-for-one exchange ratio between Class D Units and Class C Common Stock is a standard feature in many partnership structures designed to provide flexibility in capital allocation and tax efficiency.

Stakeholder Impact

• The transactions may have a minor impact on shareholders due to the change in the number of outstanding shares.
• Employees of Clearway Energy Group who received restricted stock grants will benefit from the equity incentive program.

Key Dates

Keywords

Clearway Energy Inc., TotalEnergies, Beneficial Ownership, Class C Common Stock, Class D Units, Form 4, Securities Exchange Act, Restricted Stock, Equity Incentive Program