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Form 4 highlights: On 08/01/2025, Clearway Energy Group—an entity ultimately controlled by TotalEnergies SE—acquired 821 shares of Clearway Energy, Inc. (CWEN) Class C common stock. The acquisition is recorded with transaction code J and results from the forfeiture of previously granted restricted shares under Clearway Energy Group’s Long-Term Equity Incentive Program.
Following the transaction, indirect beneficial ownership rises to 95,355 CWEN Class C shares. No derivative securities were reported. TotalEnergies SE and four U.S.-based affiliates (TotalEnergies Gestion USA SARL, TotalEnergies Holdings USA Inc., TotalEnergies Delaware Inc., and TotalEnergies Renewables USA LLC) are listed as joint reporting persons, each classified as both a 10 % owner and director by deputization. All entities disclaim beneficial ownership beyond their pecuniary interest.
No purchase price was disclosed because the shares were received via forfeiture, and the filing notes that obligations under Section 16 continue.
Event: Clearway Energy, Inc. filed a Form 8-K dated August 5, 2025, reporting issuance of a press release with its financial results for the quarter ended June 30, 2025.
Key points: The press release is furnished as Exhibit 99.1 and is incorporated by reference; the filing states the exhibit and Item 2.02 information are deemed furnished and not filed for purposes of Section 18 of the Exchange Act pursuant to General Instruction B.2 of Form 8-K. The cover page lists trading symbols CWEN.A and CWEN on the New York Stock Exchange and the registrant address and phone number are provided.
Note: No financial figures, results, guidance or further operational detail appear in this Form 8-K itself; the substantive results are contained in the furnished Exhibit 99.1 press release.
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.
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