TotalEnergies entities (NYSE: CWEN) report 945-share forfeiture in Clearway Class C stock

Rhea-AI Filing Summary

TotalEnergies-affiliated entities reported an indirect restructuring involving 945 shares of Clearway Energy, Inc. Class C Common Stock. The shares represent restricted stock previously granted by Clearway Energy Group LLC under its Long Term Equity Incentive Program to one or more of its employees and were forfeited.

The securities are held directly by Clearway Energy Group, which is owned through Zephyr and Zephyr GP. TotalEnergies entities hold upstream interests in these entities and may be deemed to beneficially own the reported securities but disclaim beneficial ownership except for their pecuniary interest. Following the transaction, 76,974 Class C shares are reported as indirectly held.

Insider Trade Summary

Net Buyer: 945 shares

Net Buy 1 txn

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 C Common Stock	945	$0.00	$0.00

Holdings After Transaction: Class C Common Stock — 76,974 shares (Indirect, See footnotes)

Footnotes (3)

1. F1. 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. F2. 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. F3. 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

Restricted shares forfeited: 945 shares Shares after transaction: 76,974 shares Restructuring shares: 945 shares +2 more

5 metrics

Restricted shares forfeited 945 shares Class C Common Stock restructuring

Shares after transaction 76,974 shares Class C Common Stock indirectly held following restructuring

Restructuring shares 945 shares Classified as restructuring in transaction summary

Transaction code J Other acquisition or disposition

Restructuring transactions 1 transaction RestructuringCount in transactionSummary

Key Terms

restricted stock, Long Term Equity Incentive Program, beneficial ownership, pecuniary interest, +1 more

5 terms

restricted stock financial

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

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"

beneficial ownership regulatory

"may be deemed to beneficially own the securities reported herein; however, each Reporting Person disclaims beneficial ownership"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

pecuniary interest financial

"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""

FAQ

What transaction did TotalEnergies-related entities report in Clearway Energy (CWEN) shares?

They reported an indirect restructuring involving 945 shares of Clearway Energy Class C Common Stock. These shares were restricted stock previously granted to employees by Clearway Energy Group LLC and were forfeited under its Long Term Equity Incentive Program.

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

After the reported restructuring, 76,974 shares of Clearway Energy Class C Common Stock are shown as indirectly held. This figure reflects holdings attributed through Clearway Energy Group LLC and its ownership chain involving Zephyr and related TotalEnergies entities.

What is the nature of the 945-share forfeiture related to Clearway Energy (CWEN)?

The 945 shares reflect a forfeiture of restricted stock of Clearway Energy previously granted by Clearway Energy Group LLC. The grant was made under Clearway Energy Group’s Long Term Equity Incentive Program to one or more employees, and the shares were subsequently forfeited.

Who directly holds the Clearway Energy (CWEN) securities referenced in this transaction?

The securities are held directly by Clearway Energy Group LLC. It is wholly owned by Zephyr, whose general partner is Zephyr GP, with upstream ownership interests held by various TotalEnergies-related entities that may be deemed to beneficially own the reported securities.

How are TotalEnergies entities connected to the Clearway Energy (CWEN) holdings?

TotalEnergies Renewables USA, LLC holds 50% of Zephyr GP’s equity interests, with additional ownership links through TotalEnergies Delaware, Inc., TotalEnergies Holdings USA, Inc., and TotalEnergies Gestion USA SARL. Each may be deemed a reporting person and a director by deputization for these holdings.

Do TotalEnergies-related reporting persons fully claim beneficial ownership of the Clearway Energy (CWEN) shares?

Each reporting person may be deemed to beneficially own the reported securities but expressly disclaims beneficial ownership except to the extent of their pecuniary interest. They are treated as directors by deputization solely for Section 16 purposes in relation to these holdings.

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 06/23/2026 - 04:55 PM Accepted by SEC EDGAR 06/23/2026 - 04:54 PM Learn about SEC filing dates

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)
06/18/2026

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	06/18/2026		J(1)		945	A	(1)	76,974	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	06/23/2026
	TOTALENERGIES GESTION USA SARL By: /s/ Agathe Rozenbaum-Rameix Name: Agathe Rozenbaum-Rameix Title: General Manager	06/23/2026
	TOTALENERGIES HOLDINGS USA, INC. By: /s/ Ha C. Yi Name: Ha C. Yi Title: Assistant Secretary	06/23/2026
	TOTALENERGIES DELAWARE, INC. By: /s/ Ha C. Yi Name: Ha C. Yi Title: Secretary	06/23/2026
	TOTALENERGIES RENEWABLES USA, LLC By: /s/ Ha C. Yi Name: Ha C. Yi Title: Secretary	06/23/2026
	** 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)