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TotalEnergies (CWEN) affiliates convert units, amend Clearway Energy exchange rights

Filing Impact
(Very High)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

TotalEnergies-affiliated entities reported internal equity restructurings and a derivative conversion involving Clearway Energy, Inc. Through Clearway Energy Group, they converted 215,000 Class D Units of Clearway Energy LLC into 215,000 shares of Class C Common Stock on a one-for-one basis, leaving 41,361,142 Class D Units outstanding indirectly held.

The filing also reflects 42,738,750 Class B Units of Clearway Energy LLC that, under a newly amended exchange agreement effective April 1, 2026, are now exchangeable into Class C Common Stock instead of Class A Common Stock. The amendment states this change did not involve any purchase or sale of Class B Units. Additional entries reflect tax withholding and grants of restricted Class C Common Stock made by Clearway Energy Group to its employees under a long-term equity incentive program. The reporting TotalEnergies entities may be deemed to beneficially own these securities through the ownership chain but each disclaims beneficial ownership except to the extent of its pecuniary interest.

Positive

  • None.

Negative

  • None.
Insider TotalEnergies SE, TotalEnergies Gestion USA SARL, TotalEnergies Holdings USA, Inc., TotalEnergies Delaware, Inc., TotalEnergies Renewables USA, LLC
Role Director, 10% Owner | Director, 10% Owner | Director, 10% Owner | Director, 10% Owner | Director, 10% Owner
Type Security Shares Price Value
Other Class B Units of Clearway Energy LLC 42,738,750 $0.00 --
Other Class B Units of Clearway Energy LLC 42,738,750 $0.00 --
Other Class C Common Stock 99,661 $39.91 $3.98M
Other Class C Common Stock 435,552 $39.91 $17.38M
Conversion Class D Units of Clearway Energy LLC 215,000 $0.00 --
Conversion Class C Common Stock 215,000 $0.00 --
Holdings After Transaction: Class B Units of Clearway Energy LLC — 0 shares (Indirect, See footnotes); Class C Common Stock — 482,841 shares (Indirect, See footnotes); Class D Units of Clearway Energy LLC — 41,361,142 shares (Indirect, See footnotes)
Footnotes (1)
  1. Pursuant to a Second Amended and Restated Exchange Agreement, dated as of October 28, 2024, among Clearway Energy, Inc. (the "Issuer"), Clearway Energy LLC and other parties thereto (the "Exchange Agreement"), the Class D Units of Clearway Energy LLC are exchangeable at any time for shares of the Issuer's Class C Common Stock on a one-for-one basis, subject to equitable adjustments for stock splits, stock dividends and reclassifications. Pursuant to the Exchange Agreement, as the holder exchanges the Class D Units for shares of Class C Common Stock, an equivalent number of shares of Class D Common Stock issued to the holder will automatically be canceled. Reflects the withholding of shares to satisfy tax withholding obligations in connection with the vesting of restricted stock of the Issuer previously granted by Clearway Energy Group LLC ("Clearway Energy Group") under its Long Term Equity Incentive Program to one or more of its employees. Reflects grant of shares of restricted stock of the Issuer granted by Clearway Energy Group under its Long Term Equity Incentive Program to one or more of its employees. The Reporting Person has agreed to voluntarily disgorge any profits deemed realized from such transactions to the Issuer. Pursuant to the Exchange Agreement, the Class B Units of Clearway Energy LLC were previously exchangeable at any time for shares of Class A Common Stock on a one-for-one basis, subject to equitable adjustments for stock splits, stock dividends and reclassifications. Pursuant to the Exchange Agreement, if the holder exchanged the Class B Units for shares of Class A Common Stock, an equivalent number of shares of Class B Common Stock issued to the holder would automatically be canceled. On April 1, 2026, the Issuer, Clearway Energy LLC and certain other parties entered into the Third Amended and Restated Exchange Agreement (the "Amended Exchange Agreement"), which amended and restated the Exchange Agreement. Pursuant to the Amended Exchange Agreement, the Class B Units of Clearway Energy LLC are exchangeable at any time for shares of Class C Common Stock (instead of Class A Common Stock) on a one-for-one basis, subject to equitable adjustments for stock splits, stock dividends and reclassifications. As the holder exchanges the Class B Units for shares of Class C Common Stock pursuant to the Amended Exchange Agreement, an equivalent number of shares of Class B Common Stock issued to the holder will automatically be canceled. This amendment and restatement did not involve any purchase or sale of Class B Units. 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".
Class D Units converted 215,000 units Converted into 215,000 shares of Class C Common Stock on March 31, 2026
Class D Units remaining 41,361,142 units Class D Units of Clearway Energy LLC indirectly held after conversion
Class B Units subject to amended exchange 42,738,750 units Now exchangeable one-for-one into Class C Common Stock under amended agreement
Restructuring-related securities 86,012,713 units/shares Total securities involved in J-code restructuring transactions
Class C shares from conversion 215,000 shares Class C Common Stock received from Class D Unit conversion at $0.00
Tax/award reference price $39.91 per share Price per share used for Class C Common Stock entries tied to equity awards
Class C shares after one entry 383,180 shares Total Class C Common Stock indirectly held after March 31, 2026 conversion
Derivative exercises 1 transaction, 215,000 shares Conversion of Class D Units into Class C Common Stock
Second Amended and Restated Exchange Agreement regulatory
"Pursuant to a Second Amended and Restated Exchange Agreement, dated as of October 28, 2024, among Clearway Energy, Inc."
Third Amended and Restated Exchange Agreement regulatory
"On April 1, 2026, the Issuer, Clearway Energy LLC and certain other parties entered into the Third Amended and Restated Exchange Agreement"
Class B Units of Clearway Energy LLC financial
"Pursuant to the Exchange Agreement, the Class B Units of Clearway Energy LLC were previously exchangeable at any time"
Class C Common Stock financial
"the Class B Units of Clearway Energy LLC are exchangeable at any time for shares of Class C Common Stock"
A class C common stock is a type of company share that usually represents ownership but often carries limited or no voting power compared with other share classes. For investors, that matters because it can affect influence over company decisions and sometimes the stock’s price or dividend priority — think of it as owning a ticket to the same event but in a section with less say in how the event is run.
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"
director by deputization regulatory
"Solely for purposes of Section 16 of the Exchange Act, each Reporting Person may be deemed a "director by deputization""
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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)
COURBEVOIE92400
(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)
XDirectorX10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
03/31/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
XForm 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)
CodeVAmount(A) or (D)Price
Class C Common Stock03/31/2026C215,000A(1)383,180ISee footnotes(6)(7)
Class C Common Stock04/01/2026J(2)99,661A$39.91482,841ISee footnotes(6)(7)
Class C Common Stock04/01/2026J(3)435,552D$39.9147,289ISee footnotes(6)(7)
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Class D Units of Clearway Energy LLC(1)03/31/2026C215,000 (1) (1)Class C Common Stock215,000$041,361,142ISee footnotes(6)(7)
Class B Units of Clearway Energy LLC(4)04/01/2026J(4)(5)42,738,750 (4) (4)Class A Common Stock42,738,750(4)(5)0ISee footnotes(6)(7)
Class B Units of Clearway Energy LLC(5)04/01/2026J(4)(5)42,738,750 (5) (5)Class C Common Stock42,738,750(4)(5)42,738,750ISee footnotes(6)(7)
1. Name and Address of Reporting Person*
TotalEnergies SE
(Last)(First)(Middle)
2, PLACE JEAN MILLIER
LA DEFENSE 6
(Street)
COURBEVOIE92400
(City)(State)(Zip)
FRANCE
(Country)
Relationship of Reporting Person(s) to Issuer
XDirectorX10% 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)
COURBEVOIE92400
(City)(State)(Zip)
FRANCE
(Country)
Relationship of Reporting Person(s) to Issuer
XDirectorX10% 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
XDirectorX10% 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
XDirectorX10% 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
XDirectorX10% Owner
Officer (give title below)Other (specify below)
Explanation of Responses:
1. Pursuant to a Second Amended and Restated Exchange Agreement, dated as of October 28, 2024, among Clearway Energy, Inc. (the "Issuer"), Clearway Energy LLC and other parties thereto (the "Exchange Agreement"), the Class D Units of Clearway Energy LLC are exchangeable at any time for shares of the Issuer's Class C Common Stock on a one-for-one basis, subject to equitable adjustments for stock splits, stock dividends and reclassifications. Pursuant to the Exchange Agreement, as the holder exchanges the Class D Units for shares of Class C Common Stock, an equivalent number of shares of Class D Common Stock issued to the holder will automatically be canceled.
2. Reflects the withholding of shares to satisfy tax withholding obligations in connection with the vesting of restricted stock of the Issuer previously granted by Clearway Energy Group LLC ("Clearway Energy Group") under its Long Term Equity Incentive Program to one or more of its employees.
3. Reflects grant of shares of restricted stock of the Issuer granted by Clearway Energy Group under its Long Term Equity Incentive Program to one or more of its employees. The Reporting Person has agreed to voluntarily disgorge any profits deemed realized from such transactions to the Issuer.
4. Pursuant to the Exchange Agreement, the Class B Units of Clearway Energy LLC were previously exchangeable at any time for shares of Class A Common Stock on a one-for-one basis, subject to equitable adjustments for stock splits, stock dividends and reclassifications. Pursuant to the Exchange Agreement, if the holder exchanged the Class B Units for shares of Class A Common Stock, an equivalent number of shares of Class B Common Stock issued to the holder would automatically be canceled.
5. On April 1, 2026, the Issuer, Clearway Energy LLC and certain other parties entered into the Third Amended and Restated Exchange Agreement (the "Amended Exchange Agreement"), which amended and restated the Exchange Agreement. Pursuant to the Amended Exchange Agreement, the Class B Units of Clearway Energy LLC are exchangeable at any time for shares of Class C Common Stock (instead of Class A Common Stock) on a one-for-one basis, subject to equitable adjustments for stock splits, stock dividends and reclassifications. As the holder exchanges the Class B Units for shares of Class C Common Stock pursuant to the Amended Exchange Agreement, an equivalent number of shares of Class B Common Stock issued to the holder will automatically be canceled. This amendment and restatement did not involve any purchase or sale of Class B Units.
6. 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.
7. 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 Signatory04/02/2026
TOTALENERGIES GESTION USA SARL By: /s/ Agathe Rozenbaum-Rameix Name: Agathe Rozenbaum-Rameix Title: General Manager04/02/2026
TOTALENERGIES HOLDINGS USA, INC. By: /s/ Ha C. Yi Name: Ha C. Yi Title: Assistant Secretary04/02/2026
TOTALENERGIES DELAWARE, INC. By: /s/ Ha C. Yi Name: Ha C. Yi Title: Secretary04/02/2026
TOTALENERGIES RENEWABLES USA, LLC By: /s/ Ha C. Yi Name: Ha C. Yi Title: Secretary04/02/2026
** Signature of Reporting PersonDate
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)

Source: View Original Filing on SEC EDGAR

FAQ

How many Class D Units were converted into Clearway Energy (CWEN) Class C Common Stock?

The filing shows 215,000 Class D Units of Clearway Energy LLC converted into 215,000 shares of Class C Common Stock on a one-for-one basis. After this conversion, 41,361,142 Class D Units remained indirectly held through the Clearway Energy Group ownership structure.

What changed for the Class B Units of Clearway Energy LLC in this CWEN filing?

The amended exchange agreement makes 42,738,750 Class B Units of Clearway Energy LLC exchangeable into Class C Common Stock instead of Class A Common Stock, on a one-for-one basis. The amendment explicitly states this change did not involve any purchase or sale of Class B Units.

Were there any open-market buys or sells of Clearway Energy (CWEN) stock in this Form 4?

No open-market purchases or sales are shown. The transactions are labeled as derivative conversions and other internal restructurings, plus share grants and tax withholding related to employee equity compensation, rather than discretionary market trades in Clearway Energy stock.

How are employee equity awards reflected in this Clearway Energy (CWEN) Form 4?

The filing notes grants of restricted Class C Common Stock by Clearway Energy Group to its employees and share withholding to cover tax obligations. These awards are part of a Long Term Equity Incentive Program, and any profits deemed realized will be voluntarily disgorged to Clearway Energy, Inc.

Who ultimately holds the Clearway Energy (CWEN) securities reported by TotalEnergies entities?

The securities are held directly by Clearway Energy Group, whose ownership traces through Zephyr and Zephyr GP, in which TotalEnergies Renewables USA, LLC and its upstream TotalEnergies affiliates hold interests. Each reporting TotalEnergies entity disclaims beneficial ownership except for its pecuniary interest.