Totalenergies Se SEC Filings

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.

Post-effective amendment to a shelf registration by TotalEnergies SE adds TotalEnergies Capital USA, LLC as an additional issuer and registers its debt securities and the related unconditional guarantees by TotalEnergies SE. The amendment also removes TotalEnergies Capital Canada Ltd. as an issuer and updates the prospectus and Part II information to describe the new issuer, the guarantee structure and related disclosures.

The prospectus covers debt securities that may be issued by TotalEnergies SE, TotalEnergies Capital, TotalEnergies Capital USA, LLC and TotalEnergies Capital International, each series to be fully and unconditionally guaranteed by TotalEnergies SE where applicable. It reiterates key investor considerations disclosed in the prospectus: the debt securities are unsecured and structurally subordinated to subsidiary creditors, may trade without an active market or listing, and could be subject to European financial transaction tax under certain circumstances. The prospectus incorporates by reference the Company’s Annual Report on Form 20-F for the year ended December 31, 2024 and a Form 6-K furnished July 24, 2025, and explains that specific terms for each offering will be provided in prospectus supplements.

Amundi and Amundi Asset Management report beneficial ownership of 229,437,424 TotalEnergies shares, representing 10.11% of the class. They report no sole voting or dispositive power, shared voting power on 52,883,104 shares and shared dispositive power on 229,437,424 shares.

The filing notes Amundi does not have the voting rights on 171,632,203 shares held through an employee FCPE; the FCPE supervisory board, where employee representatives hold the majority, exercises those voting rights. The filer certifies the securities were acquired and are held in the ordinary course of business and not to change or influence control.