TotalEnergies may sell 10.6M Clean Energy shares

Clean Energy Fuels Corp. (CLNE) has a notice of proposed resale of common stock under Rule 144 by a 10% stockholder, TotalEnergies Marketing Services SAS.

Rhea-AI Filing Summary

Clean Energy Fuels Corp. (CLNE) has a notice of proposed resale of common stock under Rule 144 by a 10% stockholder, TotalEnergies Marketing Services SAS. The holder plans potential sales of up to 10,556,287 shares of CLNE common stock through J.P. Morgan Securities LLC on NASDAQ, with an aggregate market value of $17,206,747.81 based on a $1.63 closing price on August 28, 2026. These shares are part of 50,856,296 shares acquired from Clean Energy Fuels Corp. on June 13, 2018 in a private placement for $83.4 million, when CLNE had 220,445,015 shares outstanding as referenced in the notice.

Key Figures

Shares to be sold under Rule 144: 10,556,287 shares of common stock Aggregate market value of shares: $17,206,747.81 Closing share price used: $1.63 per share +5 more

8 metrics

Shares to be sold under Rule 144 10,556,287 shares of common stock Number of CLNE shares covered by the Form 144 notice

Aggregate market value of shares $17,206,747.81 Value of 10,556,287 shares using $1.63 closing price on August 28, 2026

Closing share price used $1.63 per share CLNE closing price on August 28, 2026 used to calculate aggregate market value

Shares outstanding 220,445,015 shares CLNE common shares outstanding as referenced in the Form 144

Shares originally acquired 50,856,296 shares of common stock CLNE shares acquired by TotalEnergies Marketing Services SAS on June 13, 2018

Original aggregate purchase price $83.4 million Price paid in the June 13, 2018 private placement under a stock purchase agreement

Approximate date of sale 08/31/2026 Approximate date listed for proposed Rule 144 sales

Date of acquisition 06/13/2018 Acquisition date of the CLNE shares in the private placement

Key Terms

Rule 144, aggregate market value, private placement, stock purchase agreement, +1 more

5 terms

Rule 144 regulatory

"See the definition of "person" in paragraph (a) of Rule 144."

Rule 144 is a U.S. securities regulation that sets conditions under which restricted or insider-held shares can be legally resold to the public, such as required holding periods, availability of public information, limits on how much can be sold at once, and certain filing requirements. For investors it matters because it determines when previously locked-up shares can enter the market — like a release valve that can increase supply, affect share price, and signal insider intent.

aggregate market value financial

"Aggregate Market Value of shares calculated based on a closing share price"

Aggregate market value is the combined price you would pay to buy all outstanding shares of a company or all companies in a group at current market prices — essentially the sum of each stock’s market capitalization. It matters to investors because it shows the overall size and weight of an investment or sector (like the total cost to buy every piece of a puzzle), helps compare scale across companies or markets, and influences index composition and risk exposure.

private placement financial

"for an aggregate purchase price of $83.4 million in a private placement"

A private placement is a sale of securities directly to a selected group of investors, typically institutions or accredited investors, instead of through a public offering. It lets a company raise money faster and with fewer regulatory steps; for existing shareholders it matters because the newly issued shares, often sold at a discount, increase the share count and can dilute their ownership.

stock purchase agreement financial

"pursuant to a stock purchase agreement with CLNE, dated May 9, 2018."

A stock purchase agreement is a legal contract that sets the terms for buying or selling shares, specifying the price, number of shares, how payment is made, and any conditions or promises each side must meet. It matters to investors because it defines who owns what, when ownership changes, and what protections or obligations attach to the deal—think of it as a detailed receipt plus the house rules that determine the financial risks and benefits of the transaction.

10% Stockholder regulatory

"In addition, information shall be given as to sales by all persons... 10% Stockholder"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What does the Form 144 filing mean for Clean Energy Fuels Corp. (CLNE)?

A 10% stockholder, TotalEnergies Marketing Services SAS, has filed a Form 144 noticing potential sales of up to 10,556,287 CLNE common shares under Rule 144 through J.P. Morgan Securities LLC on NASDAQ, with an aggregate market value of $17.21 million based on recent pricing.

How many Clean Energy Fuels (CLNE) shares may be sold under this Form 144?

The notice covers potential sales of up to 10,556,287 shares of Clean Energy Fuels Corp. common stock. This figure is used to calculate an aggregate market value of $17,206,747.81 based on a $1.63 closing price on August 28, 2026.

What price was used to value the CLNE shares in the Form 144?

The aggregate market value was calculated using a $1.63 closing share price for CLNE on August 28, 2026, resulting in a stated aggregate market value of $17,206,747.81 for the 10,556,287 shares referenced in the notice.

How many CLNE shares does the selling stockholder originally hold?

TotalEnergies Marketing Services SAS is shown as having acquired 50,856,296 shares of Clean Energy Fuels Corp. common stock on June 13, 2018 in a private placement from the company for an aggregate purchase price of $83.4 million.

What is the reference share count for Clean Energy Fuels (CLNE) in this filing?

The notice lists 220,445,015 shares of Clean Energy Fuels Corp. common stock as the number of shares outstanding used in the Form 144 context for the proposed Rule 144 sales by the 10% stockholder.

When were the CLNE shares being sold under Form 144 originally acquired?

The shares were acquired on June 13, 2018, when TotalEnergies Marketing Services SAS purchased CLNE common stock in a private placement pursuant to a stock purchase agreement with Clean Energy Fuels Corp., for an aggregate purchase price of $83.4 million.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 08/31/2026 - 07:15 AM EDT Accepted by SEC EDGAR 08/31/2026 - 07:15 AM EDT Learn about SEC filing dates

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK	0001743086
Filer CCC	XXXXXXXX
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer	Clean Energy Fuels Corp.
SEC File Number	001-33480
Address of Issuer	4675 MacArthur Court Suite 800 Newport Beach CALIFORNIA 92660
Phone	949-437-1000
Name of Person for Whose Account the Securities are To Be Sold	TotalEnergies Marketing Services SAS
See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.
Relationship to Issuer	10% Stockholder

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Common Stock	J.P. Morgan Securities LLC 270 Park Avenue New York NY 10017	10556287	17206747.81	220445015	08/31/2026	NASDAQ

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Common Stock	06/13/2018	TotalEnergies Marketing Services SAS purchased shares of common stock of Clean Energy Fuels Corp. ("CLNE") for an aggregate purchase price of $83.4 million in a private placement pursuant to a stock purchase agreement with CLNE, dated May 9, 2018.	Clean Energy Fuels Corp.			50856296	06/13/2018	Cash

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Nothing to Report

144: Remarks and Signature

Remarks	Aggregate Market Value of shares calculated based on a closing share price of $1.63 on August 28, 2026.
Date of Notice	08/31/2026
Date of Plan Adoption or Giving of Instruction, If Relying on Rule 10b5-1	11/26/2025
ATTENTION:
The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.
Signature	/s/ Paul Moss-Bowpitt
ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)