TotalEnergies (NYSE: CWEN) affiliates log 438-share restricted stock forfeiture at Clearway Energy

Rhea-AI Filing Summary

Clearway Energy, Inc. insider affiliates of TotalEnergies reported an internal equity adjustment involving restricted stock. An entity in their ownership chain, Clearway Energy Group LLC, forfeited 438 shares of Class C common stock previously granted as restricted stock to one or more of its employees under its Long Term Equity Incentive Program.

The 438-share change is reported as an indirect holding, with 76,029 shares of Class C common stock shown as indirectly held after the transaction. The reporting entities, which include several TotalEnergies companies, state that the securities are held directly by Clearway Energy Group and that each reporting person may be deemed to beneficially own them only to the extent of its pecuniary interest, while otherwise disclaiming beneficial ownership.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider TotalEnergies SE, TotalEnergies Gestion USA SARL, TotalEnergies Holdings USA, Inc., TotalEnergies Delaware, Inc., TotalEnergies Renewables USA, LLC

Role null | null | null | null | null

Type	Security	Shares	Price	Value
Other	Class C Common Stock	438	$0.00	--

Holdings After Transaction: Class C Common Stock — 76,029 shares (Indirect, See footnotes)

Footnotes (1)

1. Reflects the forfeiture of shares of restricted stock of Clearway Energy, Inc. previously granted by Clearway Energy Group LLC ("Clearway Energy Group") under its Long Term Equity Incentive Program to one or more of its employees. The securities reported herein are held directly by Clearway Energy Group. GIP III Zephyr Acquisition Partners, L.P. ("Zephyr") is the sole member of Clearway Energy Group. Zephyr Holdings GP, LLC ("Zephyr GP") is the general partner of Zephyr. TotalEnergies Renewables USA, LLC holds 50% of the equity interests in Zephyr GP. TotalEnergies Holdings USA, Inc. is the sole shareholder of TotalEnergies Delaware, Inc., which is the sole member of TotalEnergies Renewables USA, LLC. TotalEnergies Gestion USA SARL, which is a direct wholly owned subsidiary of TotalEnergies SE, is the sole shareholder of TotalEnergies Holdings USA, Inc. Each of the foregoing entities is a "Reporting Person" and may be deemed to beneficially own the securities reported herein; however, 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".

Key Figures

Shares forfeited: 438 shares Price per share: $0.00 per share Indirect holdings after: 76,029 shares +1 more

4 metrics

Shares forfeited 438 shares Restricted stock forfeiture under Long Term Equity Incentive Program

Price per share $0.00 per share Reported transaction price for forfeited restricted stock

Indirect holdings after 76,029 shares Class C common stock indirectly held following transaction

Restructuring shares 438 shares TransactionSummary restructuringShares associated with code J

Key Terms

restricted stock, Long Term Equity Incentive Program, pecuniary interest, director by deputization

4 terms

restricted stock financial

"Reflects the forfeiture of shares of restricted stock of Clearway Energy, Inc. previously granted"

Shares granted to an individual that carry limits on transfer or sale until certain conditions are met, such as staying with the company for a set time or hitting performance targets. Think of them as a locked gift that gradually opens; for investors they matter because they affect how many shares may enter the market later, signal management incentives and potential dilution, and reveal confidence in future company performance.

Long Term Equity Incentive Program financial

"previously granted by Clearway Energy Group LLC under its Long Term Equity Incentive Program to one or more of its employees"

pecuniary interest financial

"each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein"

director by deputization regulatory

"Solely for purposes of Section 16 of the Exchange Act, each Reporting Person may be deemed a "director by deputization""

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Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

TotalEnergies SE

(Last) (First) (Middle)

2, PLACE JEAN MILLIER

LA DEFENSE 6

(Street)

COURBEVOIE 92400

(City) (State) (Zip)

FRANCE

(Country)

2. Issuer Name and Ticker or Trading Symbol
Clearway Energy, Inc. [ CWEN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/12/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class C Common Stock	06/12/2026		J(1)		438	A	(1)	76,029	I	See footnotes(2)(3)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person^*

TotalEnergies SE

(Last) (First) (Middle)

2, PLACE JEAN MILLIER

LA DEFENSE 6

(Street)

COURBEVOIE 92400

(City) (State) (Zip)

FRANCE

(Country)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

TotalEnergies Gestion USA SARL

(Last) (First) (Middle)

2, PLACE JEAN MILLIER

LA DEFENSE 6

(Street)

COURBEVOIE 92400

(City) (State) (Zip)

FRANCE

(Country)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

TotalEnergies Holdings USA, Inc.

(Last) (First) (Middle)

1201 LOUISIANA ST. SUITE 1800

(Street)

HOUSTON TEXAS 77002

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

TotalEnergies Delaware, Inc.

(Last) (First) (Middle)

1201 LOUISIANA ST. SUITE 1800

(Street)

HOUSTON TEXAS 77002

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

TotalEnergies Renewables USA, LLC

(Last) (First) (Middle)

1201 LOUISIANA ST. SUITE 1800

(Street)

HOUSTON TEXAS 77002

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

Explanation of Responses:

1. Reflects the forfeiture of shares of restricted stock of Clearway Energy, Inc. previously granted by Clearway Energy Group LLC ("Clearway Energy Group") under its Long Term Equity Incentive Program to one or more of its employees.

2. The securities reported herein are held directly by Clearway Energy Group. GIP III Zephyr Acquisition Partners, L.P. ("Zephyr") is the sole member of Clearway Energy Group. Zephyr Holdings GP, LLC ("Zephyr GP") is the general partner of Zephyr.

3. TotalEnergies Renewables USA, LLC holds 50% of the equity interests in Zephyr GP. TotalEnergies Holdings USA, Inc. is the sole shareholder of TotalEnergies Delaware, Inc., which is the sole member of TotalEnergies Renewables USA, LLC. TotalEnergies Gestion USA SARL, which is a direct wholly owned subsidiary of TotalEnergies SE, is the sole shareholder of TotalEnergies Holdings USA, Inc. Each of the foregoing entities is a "Reporting Person" and may be deemed to beneficially own the securities reported herein; however, 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".

	TOTALENERGIES SE By: /s/ Marine Delaitre Name: Marine Delaitre Title: Authorized Signatory	06/16/2026
	TOTALENERGIES GESTION USA SARL By: /s/ Agathe Rozenbaum-Rameix Name: Agathe Rozenbaum-Rameix Title: General Manager	06/16/2026
	TOTALENERGIES HOLDINGS USA, INC. By: /s/ Ha C. Yi Name: Ha C. Yi Title: Assistant Secretary	06/16/2026
	TOTALENERGIES DELAWARE, INC. By: /s/ Ha C. Yi Name: Ha C. Yi Title: Secretary	06/16/2026
	TOTALENERGIES RENEWABLES USA, LLC By: /s/ Ha C. Yi Name: Ha C. Yi Title: Secretary	06/16/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did Clearway Energy (CWEN) report in this Form 4?

Clearway Energy reported an internal equity adjustment involving 438 shares of Class C common stock. These shares were forfeited as restricted stock previously granted to employees by Clearway Energy Group under its Long Term Equity Incentive Program.

Was the Clearway Energy (CWEN) Form 4 an open-market buy or sell?

The Form 4 did not report an open-market buy or sell. It disclosed an "other" transaction code reflecting forfeiture of restricted stock granted to employees by Clearway Energy Group, rather than a market purchase or sale of Clearway Energy, Inc. shares.

How many Clearway Energy (CWEN) shares were affected in this insider filing?

The filing shows 438 shares of Class C common stock were affected. These shares represented restricted stock that was forfeited by Clearway Energy Group, and the transaction is categorized as an internal restructuring event, not a typical trading transaction.

How many Clearway Energy (CWEN) shares are indirectly held after this transaction?

After the transaction, 76,029 shares of Class C common stock are reported as indirectly held. These securities are held directly by Clearway Energy Group, with various TotalEnergies-related entities potentially deemed beneficial owners only to the extent of their pecuniary interest.

Who are the reporting persons in the Clearway Energy (CWEN) Form 4 filing?

The reporting persons are several TotalEnergies-related entities, including TotalEnergies SE and affiliates such as TotalEnergies Gestion USA SARL and TotalEnergies Renewables USA, LLC. They may be deemed directors by deputization and disclaim beneficial ownership except for their pecuniary interest.

What does the forfeiture of restricted stock mean for Clearway Energy (CWEN)?

The forfeiture reflects cancellation of 438 restricted shares previously granted to employees by Clearway Energy Group. It is an internal equity adjustment within the ownership structure and does not indicate a new capital raise or open-market trading activity in Clearway Energy, Inc. stock.