Form 4: TotalEnergies Subsidiaries Dispose CWEN Shares for Tax

TotalEnergies and its subsidiaries reported the disposition of 63,475 Clearway Energy Class C Common Stock shares at $29.84 each to satisfy tax withholding obligations.

Summary

• TotalEnergies SE, along with its subsidiaries TotalEnergies Gestion USA SARL, TotalEnergies Holdings USA, Inc., TotalEnergies Delaware, Inc., and TotalEnergies Renewables USA, LLC, reported a transaction involving Clearway Energy, Inc. (CWEN) Class C Common Stock.
• On October 1, 2025, 63,475 shares of Class C Common Stock were disposed of at a price of $29.84 per share.
• This disposition was made to satisfy tax withholding obligations in connection with the vesting of restricted stock of Clearway Energy, Inc. previously granted by Clearway Energy Group LLC under its Long Term Equity Incentive Program.
• Following this transaction, the reporting persons indirectly beneficially own 163,198 shares of Class C Common Stock.
• The reporting persons are deemed 'Director' and '10% Owner' of Clearway Energy, Inc. by deputization, reflecting their significant indirect interest through a complex ownership structure involving Clearway Energy Group LLC, GIP III Zephyr Acquisition Partners, L.P., and Zephyr Holdings GP, LLC.

Sentiment

Score: 5

Explanation: The transaction is a routine disposition of shares for tax withholding purposes related to restricted stock vesting, indicating a neutral impact on company sentiment as it is a non-discretionary event.

Positives

• The transaction is a result of the vesting of restricted stock previously granted under Clearway Energy Group LLC's Long Term Equity Incentive Program, which supports employee retention and aligns employee interests with shareholder value.

Negatives

• The disposition of 63,475 Class C Common Stock shares, while for tax purposes, represents a reduction in the indirect beneficial ownership by TotalEnergies and its subsidiaries.

Future Outlook

NA

Industry Context

NA

Related Party Transactions

• The transaction involves the disposition of Clearway Energy, Inc. shares by TotalEnergies SE and its subsidiaries, which are 10% owners and have director representation in Clearway Energy, Inc. The shares were withheld to satisfy tax obligations related to restricted stock vesting granted by Clearway Energy Group LLC, in which TotalEnergies Renewables USA, LLC holds a 50% equity interest in the general partner of the entity that is the sole member of Clearway Energy Group LLC.

Stakeholder Impact

• Shareholders of Clearway Energy, Inc. experience a minor, routine adjustment in the indirect beneficial ownership structure by TotalEnergies entities due to the tax withholding.
• Employees of Clearway Energy Group LLC benefit from the vesting of restricted stock, which is a positive for their compensation and retention.

Key Dates

Recommendation

This Form 4 filing details a routine, non-discretionary disposition of shares for tax withholding purposes related to restricted stock vesting. It does not provide new information regarding the company's operational performance, strategic direction, or financial health that would warrant a change in investment recommendation. The transaction is an expected part of equity compensation plans and does not signal a change in investment thesis.

Keywords

Clearway Energy, CWEN, TotalEnergies, SEC Form 4, Insider Transaction, Beneficial Ownership, Stock Disposition, Tax Withholding, Restricted Stock