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TotalEnergies Capital USA, LLC, an indirect subsidiary of TotalEnergies SE, plans a multi‑tranche offering of unsecured, unsubordinated guaranteed notes, with all payments fully guaranteed by TotalEnergies SE. The notes will pay fixed interest, have staggered maturities, can be redeemed early at make‑whole prices or at par after specified dates, and will be issued in $2,000 minimum denominations in global form through DTC, Euroclear and Clearstream.
The notes will not be listed on a securities exchange and are primarily targeted at professional and institutional investors, with explicit prohibitions on retail distribution in the EEA and UK. TotalEnergies expects to use the net proceeds to repay outstanding intercompany indebtedness. As context, as of September 30, 2025, TotalEnergies reported current financial debt of $14,612 million, non‑current financial debt of $49,552 million and total shareholders’ equity attributable to TotalEnergies of $115,281 million, for total capitalization and non‑current indebtedness of $167,217 million.
Key risks include the holding‑company structure of the guarantor, which leaves noteholders structurally subordinated to creditors of operating subsidiaries, the unsecured nature of the notes relative to existing secured debt, and the possibility of limited secondary market liquidity since the notes are not intended to be listed.
TotalEnergies SE provides an overview of recent corporate developments across exploration, production, renewables and capital markets. The company highlights expanded collaboration with Chevron and new partnership agreements in Malaysia, as well as an agreement in Namibia to enter as operator in the PEL 83 license that includes the Mopane discovery.
TotalEnergies describes the Live Oak e-NG production project in Nebraska, clarifies aspects of Mozambique LNG project financing, and merges its UK Upstream business with NEO NEXT, creating the largest independent oil and gas producer in the UK. It also notes the commencement of trading of its ordinary shares on the NYSE, multiple disclosures of transactions in its own shares, a new renewable power agreement with Google to supply data centers in Malaysia, and the divestment of 50% of a 424 MW renewable portfolio in Greece.
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.
TotalEnergies SE is having its American Depositary Shares, each representing one ordinary share, removed from listing and/or registration on the New York Stock Exchange LLC. The exchange filed a Form 25 notification, stating it has complied with its own rules and with 17 CFR 240.12d2-2(b) to strike this class of securities, and that the issuer has complied with exchange rules and 17 CFR 240.12d2-2(c) for a voluntary withdrawal. The filing is signed on behalf of the New York Stock Exchange by an authorized analyst, confirming the exchange believes it meets all requirements to remove the ADSs under Section 12(b) of the Securities Exchange Act of 1934.
TotalEnergies SE has filed a report explaining that it is implementing its previously announced plan to terminate its American depositary share (ADS) program and convert its New York Stock Exchange (NYSE) listing into one based directly on its ordinary shares. This means that, instead of ADSs trading in the U.S., the company’s ordinary shares are now the security listed on the NYSE.
The filing also provides an updated description of TotalEnergies’ ordinary shares, reflecting the new structure designed to support this ordinary-share listing under the U.S. securities laws. The exhibits include an announcement of the commencement of ordinary share trading on the NYSE and a detailed description of the securities registered under the Exchange Act.
TotalEnergies SE reports a series of recent business developments across renewables, gas, and upstream oil and gas. The company highlights new long-term renewable power supply agreements for data centers in Spain and the United States, including a 10-year contract with Data4 and a 15-year contract with Google. It also notes becoming operator of a new offshore exploration license in Guyana and increasing its interest in Nigeria’s OPL257, while completing the divestment of its non-operated interest in the Bonga field.
TotalEnergies lists additional initiatives such as accelerating its gas-to-power integration strategy in Europe through acquiring 50% of a portfolio of flexible power generation assets from EPH, demobilizing its floating LNG terminal in Le Havre, and issuing clarifications on Mozambique LNG. The company also underscores its energy transition efforts, including a $100 million climate investment commitment in support of the OGDC community and a project in Rwanda to bring clean cooking solutions to 200,000 households.
Amundi and Amundi Asset Management filed Amendment No. 20 to Schedule 13G reporting beneficial ownership of 225,190,816 TotalEnergies SE shares, representing 9.87% of the class as of 09/30/2025. They report shared voting power over 51,868,632 shares and shared dispositive power over 225,190,816 shares, with no sole voting or dispositive power.
The filing notes that 168,801,853 shares are held through a French employee investment vehicle (FCPE) dedicated to TotalEnergies employees; voting rights for those shares are exercised by the FCPE’s supervisory board, not by Amundi. The filers certify the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control.
TotalEnergies SE will convert its ADRs into ordinary shares and list those shares on the NYSE, with trading expected to begin on December 8, 2025 under the ticker TTE, subject to the ADR program’s termination and listing conditions. The conversion is on a one ADR for one ordinary share basis.
ADRs held through DTC will be cancelled automatically and replaced with shares in the corresponding broker account. Non-DTC holders can elect delivery via DTC, Euroclear France, or directly on the U.S. Register through the exchange agent. Shares are fungible between Euronext Paris and the NYSE, though cross-border repositioning may face freeze periods and can take more than a day.
Dividends will be approved in euros and paid in euros on the French Register and in U.S. dollars on the U.S. Register, using an established exchange-rate methodology. Each share carries one vote; U.S. Register holders will follow U.S. market practices alongside French law. Exhibit 99.1 confirms a third interim dividend of €0.85 per share, a 7.6% increase versus 2024. French residents may not hold ordinary shares on the U.S. Register.