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TotalEnergies entities record 163,198 indirect CWEN shares after withholding

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(Neutral)
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(Neutral)
Form Type
4

Rhea-AI Filing Summary

TotalEnergies-related entities reported a Section 16 filing showing a non-derivative purchase of 63,475 shares of Clearway Energy, Inc. (CWEN) on 10/01/2025 at a price of $29.84 per share. After the transaction the reporting group beneficially owns 163,198 shares, held indirectly. The Form 4 states the purchase reflects the withholding of shares to satisfy tax obligations in connection with the vesting of restricted stock previously granted to one or more Clearway Energy Group employees.

Multiple TotalEnergies entities are named as reporting persons and describe the ownership chain: Clearway Energy Group holds the securities; Zephyr is the sole member of Clearway Energy Group; and TotalEnergies entities (including TotalEnergies SE, TotalEnergies Gestion USA SARL, TotalEnergies Holdings USA, Inc., TotalEnergies Delaware, Inc., and TotalEnergies Renewables USA, LLC) disclose indirect interests and disclaim beneficial ownership except to the extent of pecuniary interest.

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Insights

TL;DR: A tax-withholding share transfer was reported for 63,475 CWEN shares on 10/01/2025.

The Form 4 uses transaction code J(1), which the filing explains as the withholding of shares to satisfy tax withholding upon vesting of restricted stock. This is an administrative equity event tied to employee compensation rather than an open-market acquisition.

The filing lists multiple related TotalEnergies entities as reporting persons and includes a standard disclaimer that each disclaims beneficial ownership except for pecuniary interest; that structure and the signed certifications align with Section 16 reporting requirements.

TL;DR: The reporting group now holds 163,198 CWEN shares indirectly after the transaction.

The transaction increases the reporting group’s indirect holdings to 163,198 shares. The filing details the ownership chain: Clearway Energy Group holds the securities, Zephyr is Clearway Energy Group’s sole member, and TotalEnergies-controlled entities hold interests in Zephyr GP through a multi-tier structure.

This disclosure clarifies the chain of indirect ownership and the reporting persons’ roles but contains no information on any change to control or strategic intent.

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 63,475 $29.84 $1.89M
Holdings After Transaction: Class C Common Stock — 163,198 shares (Indirect, See footnotes)
Footnotes (1)
  1. Reflects the withholding of shares to satisfy tax withholding obligations in connection with the vesting 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).
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)
10/01/2025
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 10/01/2025 J(1) 63,475 A $29.84 163,198 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 withholding of shares to satisfy tax withholding obligations in connection with the vesting 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 10/03/2025
TOTALENERGIES GESTION USA SARL By: /s/ Agathe Rozenbaum-Rameix Name: Agathe Rozenbaum-Rameix Title: General Manager 10/03/2025
TOTALENERGIES HOLDINGS USA, INC. By: /s/ Ha C. Yi Name: Ha C. Yi Title: Assistant Secretary 10/03/2025
TOTALENERGIES DELAWARE, INC. By: /s/ Ha C. Yi Name: Ha C. Yi Title: Assistant Secretary 10/03/2025
TOTALENERGIES RENEWABLES USA, LLC By: /s/ Ha C. Yi Name: Ha C. Yi Title: Secretary 10/03/2025
** 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