Clearway (CWEN) 10% Owner TotalEnergies Acquires Shares

What Happened

• TotalEnergies SE (reported as a 10% owner) reported two acquisitions related to Clearway Energy, Inc. (CWEN) on 2026-09-23. The filing shows 260 shares acquired at $30.12 each (total $7,831) and 5,275 shares acquired at N/A (no price reported). The transactions reflect share withholding to satisfy tax obligations on restricted stock vesting and a related forfeiture, not an open-market purchase. The reporting person has agreed to voluntarily disgorge any profits deemed realized from these transactions.

Key Details

• Transaction date(s): 2026-09-23; Form 4 filed 2026-09-25 (timely within the two-business-day window).
• Prices/values: 260 shares @ $30.12 = $7,831; 5,275 shares reported at N/A (associated with forfeiture/withholding).
• Shares owned after transaction: Not specified in the filing.
• Footnotes of note:
  • F1: 260-share entry reflects withholding of shares to satisfy tax withholding on RSU vesting; disgorgement agreement noted.
  • F2: 5,275-share entry reflects forfeiture of restricted stock.
  • F3/F4: Securities are held by Clearway Energy Group (structure: Zephyr → Zephyr GP → TotalEnergies entities). Multiple TotalEnergies entities may be deemed reporting persons but disclaim beneficial ownership except for pecuniary interest.
• Transaction code: "J" (other acquisition/disposition) — here used for withholding/forfeiture-related acquisitions.

Context

• These items are administrative actions tied to restricted stock vesting (tax withholding and forfeiture) rather than a market buy or sale; they generally do not signal a trading view by the institution. TotalEnergies is an institutional 10% owner holding shares through affiliated entities; the filing clarifies ownership structure and disclaimers.