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.
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Insights
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.
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.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Other | Class C Common Stock | 4,368 | $0.00 | -- |
Footnotes (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. 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".
