Clearway Energy (NYSE: CWEN) notes insider share forfeiture

Rhea-AI Filing Summary

Clearway Energy, Inc. reported an insider restructuring transaction involving entities affiliated with TotalEnergies. An affiliated holder, Clearway Energy Group LLC, forfeited 1,091 shares of Class C Common Stock previously granted as restricted stock under its Long Term Equity Incentive Program to one or more employees. After this forfeiture, 168,180 shares of Class C Common Stock are reported as held indirectly by Clearway Energy Group. The filing explains a chain of ownership through Zephyr entities and several TotalEnergies-related companies, which may be deemed to beneficially own these shares but each disclaims beneficial ownership except to the extent of its pecuniary interest.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider TotalEnergies SE, TotalEnergies Gestion USA SARL, TotalEnergies Holdings USA, Inc., TotalEnergies Delaware, Inc., TotalEnergies Renewables USA, LLC

Role Director, 10% Owner | Director, 10% Owner | Director, 10% Owner | Director, 10% Owner | Director, 10% Owner

Type	Security	Shares	Price	Value
Other	Class C Common Stock	1,091	$0.00	--

Holdings After Transaction: Class C Common Stock — 168,180 shares (Indirect, See footnotes)

Footnotes (1)

1. Reflects the forfeiture of shares of restricted stock of Clearway Energy, Inc. previously granted by Clearway Energy Group LLC ("Clearway Energy Group") under its Long Term Equity Incentive Program to one or more of its employees. 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. 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".

Key Figures

Restricted stock forfeited: 1,091 shares Shares held after transaction: 168,180 shares Restructuring shares: 1,091 shares +1 more

4 metrics

Restricted stock forfeited 1,091 shares Forfeiture of Class C restricted stock by Clearway Energy Group

Shares held after transaction 168,180 shares Indirect Class C Common Stock position following forfeiture

Restructuring shares 1,091 shares Shares classified as restructuring-related in transaction summary

Equity interest in Zephyr GP 50% Held by TotalEnergies Renewables USA, LLC in Zephyr GP

Key Terms

restricted stock, Long Term Equity Incentive Program, beneficially own, pecuniary interest, +1 more

5 terms

restricted stock financial

"Reflects the forfeiture of shares of restricted stock of Clearway Energy, Inc."

Shares granted to an individual that carry limits on transfer or sale until certain conditions are met, such as staying with the company for a set time or hitting performance targets. Think of them as a locked gift that gradually opens; for investors they matter because they affect how many shares may enter the market later, signal management incentives and potential dilution, and reveal confidence in future company performance.

Long Term Equity Incentive Program financial

"previously granted by Clearway Energy Group LLC under its Long Term Equity Incentive Program"

beneficially own financial

"may be deemed to beneficially own the securities reported herein"

Beneficially own means having the economic rights and risks of a security—such as the right to receive dividends, sell the shares, or profit from price changes—whether or not your name appears on the official share register. Think of it like renting a car: you use it and reap the benefits even if the title lists someone else. Investors care because beneficial ownership determines who truly controls value, must be disclosed under securities rules, and can signal potential influence or trading activity that affects a stock’s price.

pecuniary interest financial

"disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest"

director by deputization regulatory

"Solely for purposes of Section 16 of the Exchange Act, each Reporting Person may be deemed a "director by deputization""

Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

TotalEnergies SE

(Last) (First) (Middle)

2, PLACE JEAN MILLIER

LA DEFENSE 6

(Street)

COURBEVOIE 92400

(City) (State) (Zip)

FRANCE

(Country)

2. Issuer Name and Ticker or Trading Symbol
Clearway Energy, Inc. [ CWEN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/26/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class C Common Stock	03/26/2026		J(1)		1,091	A	(1)	168,180	I	See footnotes(2)(3)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person^*

TotalEnergies SE

(Last) (First) (Middle)

2, PLACE JEAN MILLIER

LA DEFENSE 6

(Street)

COURBEVOIE 92400

(City) (State) (Zip)

FRANCE

(Country)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

TotalEnergies Gestion USA SARL

(Last) (First) (Middle)

2, PLACE JEAN MILLIER

LA DEFENSE 6

(Street)

COURBEVOIE 92400

(City) (State) (Zip)

FRANCE

(Country)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

TotalEnergies Holdings USA, Inc.

(Last) (First) (Middle)

1201 LOUISIANA ST. SUITE 1800

(Street)

HOUSTON TX 77002

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

TotalEnergies Delaware, Inc.

(Last) (First) (Middle)

1201 LOUISIANA ST. SUITE 1800

(Street)

HOUSTON TX 77002

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

TotalEnergies Renewables USA, LLC

(Last) (First) (Middle)

1201 LOUISIANA ST. SUITE 1800

(Street)

HOUSTON TX 77002

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

Explanation of Responses:

1. Reflects the forfeiture of shares of restricted stock of Clearway Energy, Inc. previously granted by Clearway Energy Group LLC ("Clearway Energy Group") under its Long Term Equity Incentive Program to one or more of its employees.

2. 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.

3. 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".

	TOTALENERGIES SE By: /s/ Marine Delaitre Name: Marine Delaitre Title: Authorized Signatory	03/30/2026
	TOTALENERGIES GESTION USA SARL By: /s/ Agathe Rozenbaum-Rameix Name: Agathe Rozenbaum-Rameix Title: General Manager	03/30/2026
	TOTALENERGIES HOLDINGS USA, INC. By: /s/ Ha C. Yi Name: Ha C. Yi Title: Assistant Secretary	03/30/2026
	TOTALENERGIES DELAWARE, INC. By: /s/ Ha C. Yi Name: Ha C. Yi Title: Secretary	03/30/2026
	TOTALENERGIES RENEWABLES USA, LLC By: /s/ Ha C. Yi Name: Ha C. Yi Title: Secretary	03/30/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did Clearway Energy (CWEN) disclose in this Form 4?

Clearway Energy disclosed a restructuring-type insider transaction where Clearway Energy Group forfeited 1,091 shares of Class C Common Stock. These shares were previously granted as restricted stock to one or more employees under its long-term equity incentive program.

How many Clearway Energy (CWEN) shares are reported after the forfeiture?

After the forfeiture, 168,180 shares of Clearway Energy Class C Common Stock are reported as held indirectly by Clearway Energy Group. This figure reflects the position following the 1,091-share restricted stock forfeiture described in the insider filing.

Who actually holds the Clearway Energy (CWEN) shares mentioned in this filing?

The securities are held directly by Clearway Energy Group LLC. The filing describes an ownership chain through Zephyr entities and several TotalEnergies-related companies, which may be deemed to beneficially own the shares through their respective equity and control relationships.

What does the forfeiture of 1,091 Clearway Energy (CWEN) shares represent?

The 1,091 forfeited shares represent restricted stock previously granted by Clearway Energy Group under its Long Term Equity Incentive Program. The forfeiture reflects an adjustment to awards held for one or more employees, rather than an open-market purchase or sale of shares.

How are TotalEnergies entities related to Clearway Energy (CWEN) in this Form 4?

TotalEnergies Renewables USA, LLC holds 50% of the equity interests in Zephyr GP, which controls Zephyr, the sole member of Clearway Energy Group. Additional TotalEnergies entities sit above this structure and may be deemed to beneficially own the reported Clearway Energy shares.

Do the TotalEnergies reporting persons claim full beneficial ownership of CWEN shares?

The reporting persons state they may be deemed to beneficially own the Clearway Energy securities but each disclaims beneficial ownership, except to the extent of its pecuniary interest. They are also described as potential “directors by deputization” solely for Section 16 purposes.