TotalEnergies (CLNE holder) sets 10b5-1 plan to sell up to 6.16M shares

Rhea-AI Filing Summary

Clean Energy Fuels Corp. major holder TotalEnergies updates its stake and selling plans. TotalEnergies SE and its subsidiary TotalEnergies Marketing Services SAS report beneficial ownership of 51,788,569 shares of Clean Energy Fuels common stock, representing 23.6% of the class based on 219,430,950 shares outstanding as of February 17, 2026.

The stake includes 42,581,801 shares owned by the subsidiary and 9,206,768 additional shares subject to a voting agreement with the issuer’s directors and officers, giving shared voting power over those shares, while beneficial ownership of the voting‑agreement shares is expressly disclaimed. As of the close of business on February 25, 2026, these amounts remained unchanged and there were no transactions in the prior 60 days.

On November 24, 2025, the reporting persons entered into a Rule 10b5‑1 Sale Plan with J.P. Morgan Securities LLC. Under this plan, they directed the broker to dispose of up to 6,164,720 shares of Clean Energy Fuels common stock held by the subsidiary, beginning February 27, 2026, subject to applicable U.S. securities laws and Rule 144 limitations.

Insights

Equity ownership and securities-law specialist

TotalEnergies keeps a 23.6% stake but pre‑plans sales of up to 6.16M shares.

TotalEnergies and its subsidiary report beneficial ownership of 51,788,569 Clean Energy Fuels shares, or 23.6% of outstanding, anchored to 219,430,950 shares as of February 17, 2026. This confirms their status as a large strategic shareholder with shared voting and dispositive power over substantial stock.

The filing highlights 42,581,801 shares directly held by the subsidiary plus 9,206,768 shares subject to a voting agreement with company insiders, used mainly for director election rights. The reporting persons expressly disclaim beneficial ownership of the voting‑agreement shares, underscoring a narrow legal view of ownership despite voting power.

A key new development is the Rule 10b5‑1 Sale Plan, signed on November 24, 2025 with J.P. Morgan Securities LLC. It authorizes the orderly disposal of up to 6,164,720 shares starting February 27, 2026, under Rule 10b5‑1(c) and Rule 144 constraints. Actual market impact will depend on how many shares are ultimately sold under this pre‑set program.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 6)

CLEAN ENERGY FUELS CORP.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

184499101

(CUSIP Number)

Paul Moss-Bowpitt
2, place Jean Millier, La Defense 6
Courbevoie, I0, 92400
33 1 41 35 28 34

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

02/27/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 184499101

1

Name of reporting person

TotalEnergies SE

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

FRANCE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 51,788,569.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 42,581,801.00

11

Aggregate amount beneficially owned by each reporting person

51,788,569.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

23.6 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

The amount reported in row 8 constitutes (i) 42,581,801 shares of Common Stock (as defined in Item 1 below) that were purchased by TotalEnergies Marketing Services SAS (formerly known as TOTAL MARKETING SERVICES S.A.) (a direct wholly owned subsidiary of TotalEnergies SE) ("Purchaser," and, together with TotalEnergies SE, the "Reporting Persons") pursuant to a Stock Purchase Agreement, dated May 9, 2018 (the "Stock Purchase Agreement"), between Purchaser and Clean Energy Fuels Corp. (the "Issuer") and (ii) 9,206,768 shares of Common Stock that are the subject of a Voting Agreement, dated May 9, 2018, among Purchaser, the Issuer and all of the Issuer's directors and officers as of such date (the "Voting Agreement"), in favor of Purchaser. Under the Voting Agreement, each Voting Agreement Party appointed Purchaser as such party's proxy and attorney-in-fact, and authorized Purchaser to represent and vote (or consent, if applicable) the shares of Common Stock subject to the Voting Agreement with respect to the election of the individuals designated by Purchaser to serve on the Issuer's board of directors pursuant to Purchaser's director designation rights under the Stock Purchase Agreement. Neither the filing of this Statement nor any of its contents shall be deemed to constitute an admission by the Reporting Persons that the Reporting Persons are the beneficial owner of any shares of Common Stock subject to the Voting Agreement for purposes of Section 13(d) of the Act, or for any other purpose, and such beneficial ownership is expressly disclaimed by the Reporting Persons. The percentage shown in row 13 is calculated based on 219,430,950 shares of Common Stock issued and outstanding as of February 17, 2026, as set forth in the Annual Report on Form 10-K filed by the Issuer with the U.S. Securities and Exchange Commission (the "Commission") on February 24, 2026.

SCHEDULE 13D

CUSIP No. 184499101

1

Name of reporting person

TotalEnergies Marketing Services SAS

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

FRANCE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 51,788,569.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 42,581,801.00

11

Aggregate amount beneficially owned by each reporting person

51,788,569.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

23.6 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

The amount reported in row 8 constitutes (i) 42,581,801 shares of Common Stock (as defined in Item 1 below) that were purchased by Purchaser pursuant to the Stock Purchase Agreement and (ii) 9,206,768 shares of Common Stock that are the subject of the Voting Agreement. Under the Voting Agreement, each Voting Agreement Party appointed Purchaser as such party's proxy and attorney-in-fact, and authorized Purchaser to represent and vote (or consent, if applicable) the shares of Common Stock subject to the Voting Agreement with respect to the election of the individuals designated by Purchaser to serve on the Issuer's board of directors pursuant to Purchaser's director designation rights under the Stock Purchase Agreement. Neither the filing of this Statement nor any of its contents shall be deemed to constitute an admission by the Reporting Persons that the Reporting Persons are the beneficial owner of any shares of Common Stock subject to the Voting Agreement for purposes of Section 13(d) of the Act, or for any other purpose, and such beneficial ownership is expressly disclaimed by the Reporting Persons. The percentage shown in row 13 is calculated based on 219,430,950 shares of Common Stock issued and outstanding as of February 17, 2026, as set forth in the Annual Report on Form 10-K filed by the Issuer with the Commission on February 24, 2026.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock
(b)	Name of Issuer: CLEAN ENERGY FUELS CORP.
(c)	Address of Issuer's Principal Executive Offices: 4675 MacArthur Court, Suite 800, Newport Beach, CALIFORNIA , 92660.
Item 1 Comment: EXPLANATORY NOTE - The Schedule 13D (as amended and/or supplemented from time to time, the "Schedule 13D") filed with the Commission on May 18, 2018 (the "Initial Statement"), by TotalEnergies SE (formerly known as TOTAL S.A.), a European company (societas europaea or SE) organized under the laws of the Republic of France ("TotalEnergies"), and TotalEnergies Marketing Services SAS (formerly known as TOTAL MARKETING SERVICES S.A.), a societe par actions simplifiee organized under the laws of the Republic of France and a direct wholly owned subsidiary of TotalEnergies ("Purchaser," and together with TotalEnergies, the "Reporting Persons"), relating to shares of the Common Stock of the Issuer, as amended by Amendment No. 1 filed on June 14, 2018, Amendment No. 2 filed on June 7, 2021, Amendment No. 3 filed on June 9, 2021, Amendment No. 4 filed on June 15, 2021, and Amendment No. 5 filed on November 17, 2025, is hereby amended and supplemented as set forth below by this Amendment No. 6. Capitalized terms used but not defined in this Amendment No. 6 have the meanings ascribed to them in the Schedule 13D.
Item 2.	Identity and Background
(a)	N/A
(b)	N/A
(c)	N/A
(d)	N/A
(e)	N/A
(f)	N/A
Item 3.	Source and Amount of Funds or Other Consideration
	N/A
Item 4.	Purpose of Transaction
	Item 4 of the Schedule 13D is hereby supplemented with the following: On November 24, 2025, the Reporting Persons entered into a 10b5-1 Sale Plan Agreement (the "Rule 10b5-1 Plan") with J.P. Morgan Securities LLC, an SEC-registered broker-dealer ("JPMS"), that is intended to comply with the requirements of Rule 10b5-1(c) promulgated under the Securities Exchange Act of 1934 (the "Exchange Act"). Pursuant to this Rule 10b5-1 Plan, the Reporting Persons directed JPMS to dispose of up to 6,164,720 shares of Common Stock held by the Purchaser, commencing on February 27, 2026 and subject to applicable securities laws, including applicable limitations under Rule 144 promulgated under the Securities Act of 1933 (the "Securities Act"). The foregoing description of the Rule 10b5-1 Plan is qualified in its entirety by reference to the Rule 10b5-1 Plan, a form of which is filed as Exhibit 99.5 and is incorporated herein by reference in its entirety.
Item 5.	Interest in Securities of the Issuer
(a)	The responses of the Reporting Persons to rows 7, 8, 9, 10, 11 and 13 on the cover pages of this Schedule 13D are incorporated herein by reference. As of the close of business on February 25, 2026, the Reporting Persons are the beneficial owner of 51,788,569 shares of Common Stock. The percentage of beneficial ownership of the Reporting Persons was calculated by dividing (i) the 51,788,569 shares of Common Stock beneficially owned by the Reporting Persons as of the close of business on February 25, 2026 by (ii) 219,430,950 shares of Common Stock issued and outstanding as of February 17, 2026, as set forth in the Annual Report on Form 10-K filed by the Issuer with the Commission on February 24, 2026. To the knowledge of the Reporting Persons, the executive officers and directors of the Reporting Persons have no beneficial ownership of Common Stock separate from the beneficial ownership held by the Reporting Persons.
(b)	Refer to Item 5(a).
(c)	There have been no transaction by the Reporting Persons in securities of the Issuer during the past 60 days. To the knowledge of the Reporting Persons, there have been no transactions by any director or executive officer of any of the Reporting Persons in securities of the Issuer during such 60-day period.
(d)	N/A
(e)	N/A
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	On November 24, 2025, the Reporting Persons entered into the Rule 10b5-1 Plan with JPMS, that is intended to comply with the requirement of Rule 10b5-1(c) promulgated under the Exchange Act. Pursuant to this Rule 10b5-1 Plan, the Reporting Persons directed JPMS to dispose of up to 6,164,720 shares of Common Stock held by the Purchaser, commencing on February 27, 2026 and subject to applicable securities laws , including applicable limitations under Rule 144 promulgated under the Securities Act. The foregoing description of the Rule 10b5-1 Plan is qualified in its entirety by reference to the Rule 10b5-1 Plan, a form of which is filed as Exhibit 99.5 and is incorporated herein by reference in its entirety.
Item 7.	Material to be Filed as Exhibits.
	Item 7 of the Schedule 13D is hereby amended and supplemented with the following. 99.1 Joint Filing Agreement* 99.2 Voting Agreement, dated May 9, 2018, among Clean Energy Fuels Corp., Total Marketing Services S.A. and the directors and officers of Clean Energy Fuels Corp. signatory thereto, incorporated herein by reference to Exhibit 10.126 to the Quarterly Report on Form 10-Q filed by the Issuer on May 10, 2018. 99.3 Stock Purchase Agreement, dated May 9, 2018, between Clean Energy Fuels Corp. and Total Marketing Services S.A., incorporated herein by reference to Exhibit 10.125 to the Quarterly Report on Form 10-Q filed by Issuer on May 10, 2018. 99.4 Form of Registration Rights Agreement, entered into between Clean Energy Fuels Corp. and Total Marketing Services S.A. on June 13, 2018 pursuant to the Stock Purchase Agreement, incorporated herein by reference to Exhibit 10.127 to the Quarterly Report on Form 10-Q field by the Issuer on May 10, 2018. 99.5 Form of 10b5-1 Sale Plan Agreement *As previously filed as Exhibit 99.1 to the Schedule 13D filed by the Reporting Persons on May 18, 2018.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

TotalEnergies SE

Signature:	/s/ Paul Moss-Bowpitt
Name/Title:	Authorized Signatory
Date:	02/27/2026

TotalEnergies Marketing Services SAS

Signature:	/s/ Paul Moss-Bowpitt
Name/Title:	Authorized Signatory
Date:	02/27/2026

FAQ

What ownership stake does TotalEnergies report in Clean Energy Fuels (CLNE)?

TotalEnergies reports beneficial ownership of 51,788,569 Clean Energy Fuels shares, representing 23.6% of the common stock. This percentage is based on 219,430,950 shares outstanding as of February 17, 2026, as disclosed in the company’s most recent annual report.

How many Clean Energy Fuels (CLNE) shares does TotalEnergies directly hold?

TotalEnergies’ subsidiary holds 42,581,801 shares of Clean Energy Fuels common stock under a stock purchase agreement. An additional 9,206,768 shares are subject to a voting agreement, giving voting power but with beneficial ownership of those voting‑agreement shares expressly disclaimed in the filing.

What is the new Rule 10b5-1 plan disclosed for Clean Energy Fuels (CLNE)?

The filing discloses a Rule 10b5‑1 Sale Plan entered on November 24, 2025 with J.P. Morgan Securities LLC. Under this plan, up to 6,164,720 Clean Energy Fuels shares held by TotalEnergies’ subsidiary may be disposed of starting February 27, 2026, subject to U.S. securities laws.

Have there been recent share transactions by TotalEnergies in Clean Energy Fuels (CLNE)?

According to the filing, there have been no transactions in Clean Energy Fuels securities by the reporting persons during the 60 days before the statement date. It also notes no such trades by their directors or executive officers in that same 60‑day period.

How is TotalEnergies’ voting power in Clean Energy Fuels (CLNE) structured?

The filing shows 51,788,569 shares with shared voting power, combining 42,581,801 directly held shares and 9,206,768 shares subject to a voting agreement. That agreement allows TotalEnergies’ subsidiary to vote on electing designated directors, while beneficial ownership of those agreement shares is disclaimed.

What reference share count does the Clean Energy Fuels (CLNE) Schedule 13D/A use?

The percentage ownership is calculated using 219,430,950 Clean Energy Fuels common shares outstanding as of February 17, 2026. This figure comes from the company’s Form 10‑K filed on February 24, 2026 and anchors the 23.6% ownership calculation.