Form 4: Minor insider change lifts TotalEnergies’ Clearway Energy holding
Rhea-AI Filing Summary
Form 4 filing (07/03/2025) for Clearway Energy, Inc. (CWEN) discloses a joint report by five TotalEnergies-affiliated entities—TotalEnergies SE, TotalEnergies Gestion USA SARL, TotalEnergies Holdings USA, Inc., TotalEnergies Delaware, Inc., and TotalEnergies Renewables USA, LLC—each classified as both a 10% Owner and a Director by deputization.
Key transaction details
- Security: Class C Common Stock
- Transaction date: 07/01/2025
- Transaction code: J (other, non-open-market)
- Securities acquired: 213 shares (marked “A” for acquisition)
- Post-transaction beneficial ownership: 94,534 Class C shares, held indirectly through Clearway Energy Group
Footnote 1 explains that the 213 shares represent restricted stock forfeited by an employee under Clearway Energy Group’s Long-Term Equity Incentive Program; these shares were consequently attributed to the reporting entities. Footnotes 2 and 3 outline the multi-layer ownership chain through which TotalEnergies ultimately owns 50% of Zephyr GP, the general partner of the entity holding the shares.
No derivative securities were reported. The filing contains no purchase price disclosure and no open-market activity. Relative to the group’s existing 94.5 k-share position, the 213-share change is immaterial (<0.3%) and does not meaningfully alter control or economic exposure.
Positive
- None.
Negative
- None.
Insights
TL;DR – Minor bookkeeping entry; negligible impact on CWEN valuation.
The Form 4 reflects a technical reallocation of 213 forfeited restricted shares to entities controlled by TotalEnergies. With ownership rising to 94,534 Class C shares, the change is de minimis and stems from internal equity incentive mechanics rather than active buying or selling. There is no cash consideration, no signal of strategic intent, and no change to TotalEnergies’ broader 50% stake in Zephyr GP or its board representation. Accordingly, the filing is routine and unlikely to influence trading dynamics or investor perception.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Other | Class C Common Stock | 213 | $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".
