Form 4: TotalEnergies Affiliates Report Indirect CWEN Stock Changes

TotalEnergies SE and its affiliates reported changes in their indirect beneficial ownership of Clearway Energy, Inc. Class C Common Stock, stemming from employee restricted stock vesting and forfeitures.

Summary

• TotalEnergies SE and several of its U.S. subsidiaries (TotalEnergies Gestion USA SARL, TotalEnergies Holdings USA, Inc., TotalEnergies Delaware, Inc., and TotalEnergies Renewables USA, LLC) filed a Form 4.
• The filing reports changes in their indirect beneficial ownership of Clearway Energy, Inc. (CWEN) Class C Common Stock.
• On February 23, 2026, 129 shares of Class C Common Stock were indirectly acquired at a price of $39.61 per share. This acquisition reflects shares withheld to satisfy tax obligations related to the vesting of restricted stock granted to Clearway Energy Group employees.
• Also on February 23, 2026, an additional 875 shares of Class C Common Stock were indirectly acquired. This acquisition reflects the forfeiture of restricted stock previously granted to Clearway Energy Group employees.
• Following these transactions, the total indirect beneficial ownership reported is 166,596 shares of Class C Common Stock.
• The reporting persons are deemed to beneficially own these securities indirectly through their equity interest in Zephyr Holdings GP, LLC, which is the general partner of GIP III Zephyr Acquisition Partners, L.P., the sole member of Clearway Energy Group.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this as a routine compliance filing reporting changes in indirect beneficial ownership due to employee equity compensation events, which typically have a neutral impact on market sentiment.

Positives

• The reporting persons' indirect beneficial ownership of Clearway Energy, Inc. Class C Common Stock increased by a total of 1,004 shares (129 + 875).

Negatives

• The underlying events involve employee restricted stock, with some shares withheld for taxes and others forfeited, which are standard occurrences in equity compensation plans.

Risks

• Reporting persons disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest therein.

Future Outlook

NA

Management Comments

• Each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein.
• Solely for purposes of Section 16 of the Exchange Act, each Reporting Person may be deemed a 'director by deputization'.

Industry Context

StockSavvy.ai notes that Form 4 filings are standard disclosures for changes in beneficial ownership by insiders, providing transparency into their holdings. These specific transactions relate to employee equity compensation, which is common across industries for talent retention and alignment.

Comparison to Industry Standards

• The reported transactions, involving shares withheld for tax obligations and forfeited restricted stock, are standard practices within employee long-term equity incentive programs across publicly traded companies.
• The indirect beneficial ownership structure through a series of entities (Clearway Energy Group, Zephyr, Zephyr GP, TotalEnergies subsidiaries) is a common method for large corporate investors like TotalEnergies SE to manage their stakes in portfolio companies.

Related Party Transactions

• The transactions involve the indirect beneficial ownership of Clearway Energy, Inc. shares by TotalEnergies SE and its subsidiaries, which are 10% owners and have director representation.
• The underlying events (restricted stock vesting and forfeiture) relate to employees of Clearway Energy Group, an entity in which TotalEnergies has an indirect interest.

Stakeholder Impact

• Shareholders (CWEN): Provides transparency regarding indirect ownership changes by a significant shareholder (TotalEnergies). The transactions themselves are minor in scale relative to total shares outstanding and are related to employee compensation, not a strategic shift.
• Employees (Clearway Energy Group): The filing references the vesting and forfeiture of restricted stock under their Long Term Equity Incentive Program, indicating the ongoing operation of employee compensation schemes.

Key Dates

Recommendation

This Form 4 filing details routine changes in indirect beneficial ownership by TotalEnergies SE and its affiliates in Clearway Energy, Inc., stemming from employee restricted stock vesting and forfeitures. These transactions are small in scale and represent standard operational aspects of an equity incentive program rather than a strategic investment or divestment decision. As such, they do not provide new information that would significantly alter the investment thesis for Clearway Energy, Inc., warranting a "hold" recommendation.

Keywords

TotalEnergies, Clearway Energy, CWEN, Form 4, Beneficial Ownership, Insider Trading, Restricted Stock, Equity Incentive Program, SEC Filing