SCHEDULE: TotalEnergies Directors Resign from Clean Energy Fuels Board

TotalEnergies announced the resignation of its two designated directors from the Clean Energy Fuels Corp. board, maintaining its 23.3% beneficial ownership.

Summary

• TotalEnergies SE and its direct wholly owned subsidiary, TotalEnergies Marketing Services SAS (collectively, the "Reporting Persons"), beneficially own 51,127,576 shares of Clean Energy Fuels Corp. Common Stock, representing 23.3% of the class.
• This ownership includes 42,581,801 shares purchased under a Stock Purchase Agreement and 8,545,775 shares subject to a Voting Agreement.
• Aimeric Ramadier and Marc de Guilhem de Lataillade, who were designated by TotalEnergies to serve on Clean Energy Fuels Corp.'s board of directors, resigned their positions effective November 18, 2025.
• The resignations were explicitly stated not to be the result of any disagreement with Clean Energy Fuels Corp. regarding its operations, policies, or practices.
• TotalEnergies reserves its right, pursuant to the Stock Purchase Agreement, to appoint substitute designees to the board.
• The beneficial ownership percentage is calculated based on 219,300,999 shares of Common Stock issued and outstanding as of October 28, 2025.
• TotalEnergies Marketing Services SAS previously sold 750,000 shares of Common Stock on June 15, 2021, at a weighted average price of $11.1704 per share.

Sentiment

Score: 6

Explanation: Neutral to slightly positive. While director resignations can sometimes be perceived negatively, the explicit statement that they were not due to disagreement, coupled with TotalEnergies' retained right to appoint replacements and continued significant ownership, mitigates potential negative interpretations. It suggests a routine governance adjustment rather than a strategic shift or conflict.

Positives

• The resignations of the two directors were explicitly stated not to be due to any disagreement with Clean Energy Fuels Corp., suggesting a non-contentious transition.
• TotalEnergies maintains its significant 23.3% beneficial ownership in Clean Energy Fuels Corp., indicating continued strategic interest.
• TotalEnergies retains its contractual right to appoint substitute directors to the board, ensuring continued representation and influence.

Negatives

• The departure of two designated directors, even if non-contentious, could temporarily reduce direct oversight or strategic input from a major shareholder until replacements are appointed.

Future Outlook

TotalEnergies reserves its right to appoint substitute designees to the Clean Energy Fuels Corp. board of directors, indicating an intention to maintain its board representation.

Industry Context

This filing reflects a governance update for Clean Energy Fuels Corp., a company focused on natural gas as a transportation fuel. TotalEnergies, a global multi-energy company, maintains a significant strategic stake, underscoring its continued interest in the clean energy sector and its transition efforts, despite changes in direct board representation.

Management Changes

Corporate Governance

Related Party Transactions

• TotalEnergies SE and its subsidiary, TotalEnergies Marketing Services SAS, are significant beneficial owners of Clean Energy Fuels Corp. common stock (23.3%).
• The relationship is governed by a Stock Purchase Agreement and a Voting Agreement, which grant TotalEnergies certain rights, including director designation.

Stakeholder Impact

• Shareholders: The market may view the board changes as a routine governance matter given the explicit statement of no disagreement, potentially leading to a neutral reaction. TotalEnergies' continued significant ownership signals ongoing commitment.
• Management: The board will experience a change in composition, which may lead to minor shifts in internal dynamics, but without stated disagreements, a smooth transition is anticipated.

Next Steps

• TotalEnergies may appoint substitute designees to the Clean Energy Fuels Corp. board of directors in place of the resigned members.

Key Dates

Recommendation

The filing primarily details a change in board representation for TotalEnergies on the Clean Energy Fuels Corp. board. While two directors have resigned, the explicit statement that these resignations were not due to any disagreement, coupled with TotalEnergies' retained right to appoint substitute designees and its continued significant 23.3% beneficial ownership, suggests no fundamental negative shift in the relationship or strategic direction. This appears to be a governance adjustment rather than a signal for a change in the company's prospects. Therefore, a 'hold' recommendation is appropriate as there's no new information to warrant a change in investment thesis based solely on this filing.

Keywords

Clean Energy Fuels, TotalEnergies, Schedule 13D, Beneficial Ownership, Board Resignations, Corporate Governance, Common Stock, Shareholder, Energy Transition