Form 4: TotalEnergies Entities Disclose CWEN Restricted Stock Forfeiture

Rhea-AI Filing Summary

Form 4 shows TotalEnergies-affiliated entities reported a change in beneficial ownership of Clearway Energy, Inc. (CWEN). On 08/15/2025, 4,368 shares of Class C common stock were reported as acquired under Transaction Code J(1), reflecting the forfeiture of restricted stock previously granted by Clearway Energy Group. After the transaction, the group beneficially owns 99,723 shares on an indirect basis. The filing lists multiple reporting entities—TotalEnergies SE; TotalEnergies Gestion USA SARL; TotalEnergies Holdings USA, Inc.; TotalEnergies Delaware, Inc.; and TotalEnergies Renewables USA, LLC—and explains the ownership chain through Clearway Energy Group, Zephyr, Zephyr GP and related entities. Each reporting person disclaims beneficial ownership except for pecuniary interest. The Form is signed by authorized representatives on 08/19/2025.

Insights

Securities Analyst

TL;DR: TotalEnergies group reports a small net increase in CWEN holdings driven by restricted stock forfeiture, held indirectly through a private vehicle.

The filing documents a transaction dated 08/15/2025 where 4,368 Class C shares were recorded under code J(1), indicating a non-market settlement such as forfeiture or transfer related to compensation arrangements. The reported post-transaction indirect beneficial ownership is 99,723 shares. Ownership is held via Clearway Energy Group with a multi‑layered private equity structure (Zephyr and Zephyr GP) and multiple TotalEnergies affiliates identified as reporting persons. The disclosure includes standard disclaimers that each entity disclaims beneficial ownership except for pecuniary interest. For investors, this is a routine insider reporting event documenting a change in equity that does not, on its face, indicate new market purchases or sales.

Corporate Governance Expert

TL;DR: Reporting is procedural and compliant, outlining chain of control and disclaimers across TotalEnergies entities for CWEN shares.

The Form 4 provides transparent attribution of the reported securities to multiple TotalEnergies-related entities and explains the indirect holding structure through Clearway Energy Group and Zephyr vehicles. The explanation clarifies the nature of the transaction as forfeiture of restricted stock granted by Clearway Energy Group and includes executed signatures dated 08/19/2025. The filing follows Section 16 reporting norms by identifying each reporting person and their relationship to the issuer, and by stating disclaimers regarding beneficial ownership beyond pecuniary interest. This is a routine governance disclosure without new commitments or material governance changes disclosed.

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
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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 I0 92400

(City) (State) (Zip)

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)

3. Date of Earliest Transaction (Month/Day/Year)
08/15/2025

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

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

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

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	08/15/2025		J(1)		4,368	A	(1)	99,723	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 I0 92400

(City) (State) (Zip)

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 I0 92400

(City) (State) (Zip)

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 TX 77002

(City) (State) (Zip)

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 TX 77002

(City) (State) (Zip)

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 TX 77002

(City) (State) (Zip)

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. (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.

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	08/19/2025
	TOTALENERGIES GESTION USA SARL By: /s/ Agathe Rozenbaum-Rameix Name: Agathe Rozenbaum-Rameix Title: General Manager	08/19/2025
	TOTALENERGIES HOLDINGS USA, INC. By: /s/ Ha C. Yi Name: Ha C. Yi Title: Assistant Secretary	08/19/2025
	TOTALENERGIES DELAWARE, INC. By: /s/ Ha C. Yi Name: Ha C. Yi Title: Assistant Secretary	08/19/2025
	TOTALENERGIES RENEWABLES USA, LLC By: /s/ Ha C. Yi Name: Ha C. Yi Title: Secretary	08/19/2025
	** 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.
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FAQ

What transaction did TotalEnergies report on CWEN Form 4?

The filing reports a J(1) transaction on 08/15/2025 involving 4,368 shares of Class C common stock reflected as a forfeiture of restricted stock.

How many CWEN shares are beneficially owned after the reported transaction?

The report states 99,723 shares are beneficially owned following the reported transaction, on an indirect basis.

Which entities filed the Form 4 for CWEN?

Reporting persons include TotalEnergies SE; TotalEnergies Gestion USA SARL; TotalEnergies Holdings USA, Inc.; TotalEnergies Delaware, Inc.; and TotalEnergies Renewables USA, LLC.

What is the stated reason for the change in CWEN holdings?

The explanation states the change reflects forfeiture of restricted stock previously granted by Clearway Energy Group under its Long Term Equity Incentive Program.

When was the Form 4 signed?

The Form 4 signatures by authorized representatives are dated 08/19/2025.