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Clearway Energy (CWEN) insiders add 1,737 Class C shares via forfeiture

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

Rhea-AI Filing Summary

TotalEnergies-affiliated entities that are 10% owners of Clearway Energy, Inc. reported an indirect acquisition of 1,737 shares of Class C common stock on 12/12/2025. Footnote 1 explains this increase reflects the forfeiture of restricted stock previously granted by Clearway Energy Group LLC to one or more of its employees under a long-term equity incentive program.

After this transaction, the reporting persons indirectly beneficially own 165,592 Class C shares of Clearway Energy, held through Clearway Energy Group and its ownership chain, including GIP III Zephyr Acquisition Partners, L.P. and Zephyr Holdings GP, LLC. Each listed entity is treated as a reporting person and may be deemed to beneficially own these securities but disclaims beneficial ownership except to the extent of its pecuniary interest, and is described as a director by deputization for Section 16 purposes.

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 C Common Stock 1,737 $0.00 --
Holdings After Transaction: Class C Common Stock — 165,592 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".
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 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)
12/12/2025
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 12/12/2025 J(1) 1,737 A (1) 165,592 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. 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 12/16/2025
TOTALENERGIES GESTION USA SARL By: /s/ Agathe Rozenbaum-Rameix Name: Agathe Rozenbaum-Rameix Title: General Manager 12/16/2025
TOTALENERGIES HOLDINGS USA, INC. By: /s/ Ha C. Yi Name: Ha C. Yi Title: Assistant Secretary 12/16/2025
TOTALENERGIES DELAWARE, INC. By: /s/ Ha C. Yi Name: Ha C. Yi Title: Secretary 12/16/2025
TOTALENERGIES RENEWABLES USA, LLC By: /s/ Ha C. Yi Name: Ha C. Yi Title: Secretary 12/16/2025
** 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.
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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction in Clearway Energy (CWEN) is disclosed in this report?

On 12/12/2025, reporting persons associated with TotalEnergies recorded an acquisition of 1,737 shares of Clearway Energy Class C common stock. Footnote 1 states this reflects the forfeiture of restricted stock previously granted by Clearway Energy Group LLC to one or more of its employees.

How many Clearway Energy (CWEN) shares do the reporting persons own after the transaction?

Following the reported transaction, the reporting persons indirectly beneficially own 165,592 shares of Clearway Energy, Inc. Class C common stock. These shares are held through Clearway Energy Group LLC and its upstream ownership entities.

Who are the reporting persons connected to this Clearway Energy (CWEN) insider filing?

The securities are held directly by Clearway Energy Group LLC. The ownership chain includes GIP III Zephyr Acquisition Partners, L.P. (Zephyr), Zephyr Holdings GP, LLC, TotalEnergies Renewables USA, LLC, TotalEnergies Delaware, Inc., TotalEnergies Holdings USA, Inc., TotalEnergies Gestion USA SARL, and TotalEnergies SE. Each of these entities is described as a reporting person.

How do the reporting persons describe their beneficial ownership of Clearway Energy (CWEN) shares?

The reporting persons state that each may be deemed to beneficially own the securities reported but disclaims beneficial ownership of those securities except to the extent of its pecuniary interest. Solely for purposes of Section 16 of the Exchange Act, each is described as a director by deputization.

What does footnote 1 explain about the 1,737 Clearway Energy (CWEN) shares?

Footnote 1 explains that the reported 1,737 shares represent forfeited restricted stock of Clearway Energy, Inc. that had previously been granted by Clearway Energy Group LLC under its Long Term Equity Incentive Program to one or more of its employees.