TotalEnergies SE 4
4 · Clearway Energy, Inc. · Filed May 1, 2026
Research Summary
AI-generated summary of this filing
Clearway Energy (CWEN) 10% Owner TotalEnergies Converts 50,143 Shares
What Happened
TotalEnergies SE, reported as a 10% owner of Clearway Energy, Inc. (CWEN), effected a reclassification/conversion of Clearway shares related to an amendment of the issuer’s certificate of incorporation. The Form 4 shows three "other" transactions on April 29 and May 1, 2026 that together involve 50,143 shares (21,841 disposed, 21,841 acquired, and 6,461 acquired). No per-share prices or total dollar values were reported. Footnote disclosures state the conversions were one-for-one (Class A → Class C) effective May 1, 2026, and that the Reporting Person has agreed to voluntarily disgorge any profits deemed realized from these transactions to the issuer.
Key Details
- Transaction dates: April 29, 2026 (two entries) and May 1, 2026 (one entry).
- Transaction types: Reported as "Other acquisition or disposition" (code J) — reflects reclassification/conversion of share classes.
- Shares affected: 21,841 (disposed) + 21,841 (acquired) + 6,461 (acquired) = 50,143 shares.
- Price/value: N/A in the filing — no sale or purchase prices reported.
- Shares owned after transaction: Not specified in the provided filing data.
- Notable footnotes:
- F1: Confirms one-for-one conversion of Class A into Class C shares effective May 1, 2026 and voluntary disgorgement of any realized profits to the issuer.
- F2: Notes a separate forfeiture of restricted stock previously granted by Clearway Energy Group.
- F3/F4: Securities are held by Clearway Energy Group (indirectly owned/controlled by GIP/Zephyr entities); TotalEnergies-related entities are in the ownership chain and disclaim beneficial ownership except for pecuniary interest. Reporting Persons may be deemed "directors by deputization" solely for Section 16 purposes.
- Timeliness: Form filed May 1, 2026 reporting transactions with period date April 29, 2026; filing delay not indicated as late in the provided information.
Context
This is an institutional reclassification by a 10% owner, not an individual executive open-market trade. The "other" (J) transactions appear to reflect a corporate share-class conversion tied to a charter amendment rather than a purchase or liquidity event; such reclassifications typically do not signal the same kind of personal bullish or bearish intent that open-market buys or sales do. The voluntary disgorgement note (F1) is material — TotalEnergies agreed to return any profits deemed realized from these moves to Clearway.
Insider Transaction Report
- Other
Class A Common Stock
[F1][F3][F4]2026-04-29−21,841→ 0 total(indirect: See footnotes) - Other
Class C Common Stock
[F1][F3][F4]2026-04-29+21,841→ 69,130 total(indirect: See footnotes) - Other
Class C Common Stock
[F2][F3][F4]2026-05-01+6,461→ 75,591 total(indirect: See footnotes)
Footnotes (4)
- [F1]Reflects the conversion of shares of the Class A Common Stock of Clearway Energy, Inc. (the "Issuer") into shares of the Issuer's Class C Common Stock, on a one-for-one basis, as a result of the filing of an amendment and restatement of the Issuer's Certificate of Incorporation on April 29, 2026. The conversion was effective May 1, 2026. The Reporting Person has agreed to voluntarily disgorge any profits deemed realized from such transactions to the Issuer.
- [F2]Reflects the forfeiture of shares 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]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.
- [F4]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".