TotalEnergies SE 4
4 · Clearway Energy, Inc. · Filed Apr 2, 2026
Research Summary
AI-generated summary of this filing
Clearway Energy (CWEN) 10% Owner TotalEnergies Converts Units, Trades Shares
What Happened
- TotalEnergies SE (reported as a 10% owner) converted derivative units into Common Stock and executed both purchases and sales of Clearway Energy (CWEN) stock. On 2026-03-31 it converted 215,000 derivative securities into 215,000 shares. On 2026-04-01 it sold 435,552 shares at $39.91 for $17,382,880 and acquired 99,661 shares at $39.91 for $3,977,471. Also on 2026-04-01 the filing shows the disposal and re-acquisition (exchange/reclassification) of 42,738,750 derivative shares related to an amended exchange agreement (no cash value reported).
Key Details
- Transaction dates/prices:
- 2026-03-31: Conversion of 215,000 derivative securities into 215,000 shares (reported as conversion; price N/A).
- 2026-04-01: Sold 435,552 shares at $39.91 ($17,382,880).
- 2026-04-01: Bought 99,661 shares at $39.91 ($3,977,471).
- 2026-04-01: Disposed and re-acquired 42,738,750 derivative-class shares (no dollar amounts reported) related to the Amended Exchange Agreement.
- Shares owned after the transactions: not specified in the supplied filing details.
- Notable footnotes:
- F1/F5: Conversions/exchanges arise from Clearway Energy LLC unit exchange agreements (Class B/D units into Class C shares) and an April 1, 2026 amendment changing exchange mechanics.
- F6/F7: The reported securities are held by Clearway Energy Group (an entity chain ultimately tied to TotalEnergies SE); TotalEnergies-related entities are reporting persons and disclaim beneficial ownership except for pecuniary interest.
- Filing: Form 4 filed Apr 2, 2026 for transactions dated Mar 31–Apr 1, 2026 — appears to have been filed promptly.
Context
- These entries reflect institutional reclassification/conversion of LLC units into Class C common shares under the Exchange Agreement and its amendment, plus contemporaneous buy/sell activity at $39.91. For a 10% owner (an institutional holder here), such transactions are often corporate-structure driven rather than personal insider trading. The derivative entries represent unit-to-stock conversions/exchanges rather than option exercises for cash proceeds.
Insider Transaction Report
Form 4
TotalEnergies SE
Director10% Owner
Transactions
- Conversion
Class C Common Stock
[F1][F6][F7]2026-03-31+215,000→ 383,180 total(indirect: See footnotes) - Other
Class C Common Stock
[F2][F6][F7]2026-04-01$39.91/sh+99,661$3,977,471→ 482,841 total(indirect: See footnotes) - Other
Class C Common Stock
[F3][F6][F7]2026-04-01$39.91/sh−435,552$17,382,880→ 47,289 total(indirect: See footnotes) - Conversion
Class D Units of Clearway Energy LLC
[F1][F6][F7]2026-03-31−215,000→ 41,361,142 total(indirect: See footnotes)→ Class C Common Stock (215,000 underlying) - Other
Class B Units of Clearway Energy LLC
[F4][F5][F6][F7]2026-04-01−42,738,750→ 0 total(indirect: See footnotes)→ Class A Common Stock (42,738,750 underlying) - Other
Class B Units of Clearway Energy LLC
[F5][F4][F6][F7]2026-04-01+42,738,750→ 42,738,750 total(indirect: See footnotes)→ Class C Common Stock (42,738,750 underlying)
Footnotes (7)
- [F1]Pursuant to a Second Amended and Restated Exchange Agreement, dated as of October 28, 2024, among Clearway Energy, Inc. (the "Issuer"), Clearway Energy LLC and other parties thereto (the "Exchange Agreement"), the Class D Units of Clearway Energy LLC are exchangeable at any time for shares of the Issuer's Class C Common Stock on a one-for-one basis, subject to equitable adjustments for stock splits, stock dividends and reclassifications. Pursuant to the Exchange Agreement, as the holder exchanges the Class D Units for shares of Class C Common Stock, an equivalent number of shares of Class D Common Stock issued to the holder will automatically be canceled.
- [F2]Reflects the withholding of shares to satisfy tax withholding obligations in connection with the vesting 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.
- [F3]Reflects grant of shares of restricted stock of the Issuer granted by Clearway Energy Group under its Long Term Equity Incentive Program to one or more of its employees. The Reporting Person has agreed to voluntarily disgorge any profits deemed realized from such transactions to the Issuer.
- [F4]Pursuant to the Exchange Agreement, the Class B Units of Clearway Energy LLC were previously exchangeable at any time for shares of Class A Common Stock on a one-for-one basis, subject to equitable adjustments for stock splits, stock dividends and reclassifications. Pursuant to the Exchange Agreement, if the holder exchanged the Class B Units for shares of Class A Common Stock, an equivalent number of shares of Class B Common Stock issued to the holder would automatically be canceled.
- [F5]On April 1, 2026, the Issuer, Clearway Energy LLC and certain other parties entered into the Third Amended and Restated Exchange Agreement (the "Amended Exchange Agreement"), which amended and restated the Exchange Agreement. Pursuant to the Amended Exchange Agreement, the Class B Units of Clearway Energy LLC are exchangeable at any time for shares of Class C Common Stock (instead of Class A Common Stock) on a one-for-one basis, subject to equitable adjustments for stock splits, stock dividends and reclassifications. As the holder exchanges the Class B Units for shares of Class C Common Stock pursuant to the Amended Exchange Agreement, an equivalent number of shares of Class B Common Stock issued to the holder will automatically be canceled. This amendment and restatement did not involve any purchase or sale of Class B Units.
- [F6]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.
- [F7]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".