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$TTE·4

Clearway Energy, Inc. · May 1, 5:01 PM ET

TotalEnergies SE 4

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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.