TotalEnergies units shift Clearway Energy (NYSE: CWEN) stake structure
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Clearway Energy, Inc. received a Form 4 from TotalEnergies-affiliated entities reporting internal restructuring transactions in its common stock, rather than market buys or sells. The filing shows 21,841 shares of Class A Common Stock converted into 21,841 shares of Class C Common Stock on a one-for-one basis following an amendment and restatement of the company’s Certificate of Incorporation, effective May 1, 2026. Another entry reports 6,461 shares of Class C Common Stock as part of these “other” transactions, with 75,591 Class C shares shown as indirectly held afterward. The securities are held directly by Clearway Energy Group LLC through ownership layers involving Zephyr entities and TotalEnergies units, which may be deemed beneficial owners but each disclaims beneficial ownership except to the extent of its pecuniary interest.
Positive
- None.
Negative
- None.
Insider Trade Summary
3 transactions reported
Mixed
3 txns
Insider
TotalEnergies SE, TotalEnergies Gestion USA SARL, TotalEnergies Holdings USA, Inc., TotalEnergies Delaware, Inc., TotalEnergies Renewables USA, LLC
Role
null | null | null | null | null
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Other | Class C Common Stock | 6,461 | $0.00 | -- |
| Other | Class A Common Stock | 21,841 | $0.00 | -- |
| Other | Class C Common Stock | 21,841 | $0.00 | -- |
Holdings After Transaction:
Class C Common Stock — 75,591 shares (Indirect, See footnotes);
Class A Common Stock — 0 shares (Indirect, See footnotes)
Footnotes (1)
- Reflects the conversion of shares of the Class A Common Stock of Clearway Energy, Inc. (the "Issuer") into shares of the Issuer's Class C Common Stock, on a one-for-one basis, as a result of the filing of an amendment and restatement of the Issuer's Certificate of Incorporation on April 29, 2026. The conversion was effective May 1, 2026. The Reporting Person has agreed to voluntarily disgorge any profits deemed realized from such transactions to the Issuer. Reflects the forfeiture of shares of restricted stock of 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".
Key Figures
Restructuring shares: 50,143 shares
Class A converted: 21,841 shares
Class C from J transaction: 21,841 shares
+5 more
8 metrics
Restructuring shares
50,143 shares
Total restructuringShares reported as other transactions
Class A converted
21,841 shares
Class A Common Stock converted to Class C one-for-one
Class C from J transaction
21,841 shares
Class C Common Stock entry tied to conversion on April 29, 2026
Additional Class C J entry
6,461 shares
Class C Common Stock other transaction effective May 1, 2026
Post-transaction Class C holding
75,591 shares
Indirect Class C Common Stock holding after May 1, 2026 entry
Post-conversion Class C holding
69,130 shares
Indirect Class C Common Stock holding after April 29, 2026 entry
Class A holding after J entry
0 shares
Indirect Class A Common Stock holding after April 29, 2026 conversion
Transaction price per share
$0.00 per share
All reported J-code restructuring transactions
Key Terms
Class C Common Stock, restricted stock, Long Term Equity Incentive Program, pecuniary interest, +2 more
6 terms
Class C Common Stock financial
"Reflects the conversion of shares of the Class A Common Stock... into shares of the Issuer's Class C Common Stock"
A class C common stock is a type of company share that usually represents ownership but often carries limited or no voting power compared with other share classes. For investors, that matters because it can affect influence over company decisions and sometimes the stock’s price or dividend priority — think of it as owning a ticket to the same event but in a section with less say in how the event is run.
restricted stock financial
"Reflects the forfeiture of shares of restricted stock of the Issuer previously granted..."
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"
pecuniary interest financial
"each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein"
beneficially own financial
"may be deemed to beneficially own the securities reported herein; however, each Reporting Person disclaims beneficial ownership"
Beneficially own means having the economic rights and risks of a security—such as the right to receive dividends, sell the shares, or profit from price changes—whether or not your name appears on the official share register. Think of it like renting a car: you use it and reap the benefits even if the title lists someone else. Investors care because beneficial ownership determines who truly controls value, must be disclosed under securities rules, and can signal potential influence or trading activity that affects a stock’s price.
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 did TotalEnergies-affiliated entities report in Clearway Energy (CWEN) Form 4?
They reported internal restructuring transactions, not open-market trades. The filing shows Class A Common Stock converted into Class C Common Stock and related adjustments, all at a per-share price of $0.00, reflecting non-cash, structural changes in how the holdings are classified.
Did the Clearway Energy (CWEN) Form 4 disclose open-market buying or selling?
No open-market buying or selling is disclosed. All three transactions use code J for “other acquisition or disposition,” with a transaction price of $0.00 per share, indicating internal restructuring events rather than purchases or sales on the open market.
What is the post-transaction indirect Class C holding shown in the Form 4 for CWEN?
One transaction line shows 75,591 shares of Clearway Energy Class C Common Stock indirectly held after the May 1, 2026 restructuring move. This figure reflects holdings associated with that specific entry, reported as indirect ownership with footnote references for full structural detail.
What does “director by deputization” mean in the Clearway Energy (CWEN) Form 4?
The footnotes state each reporting entity may be deemed a “director by deputization” for Section 16 purposes. This means they are treated as directors because of their role in designating individuals to the company’s board, even though the securities are held through affiliated entities.