TotalEnergies SE Reports 49.3% Stake in Clearway Energy Class C Stock Following Exchange Agreement Amendment

On April 3, 2026, TotalEnergies SE and its affiliates filed an amendment to their Schedule 13D regarding Clearway Energy, Inc. (CWEN). The filing reports that TotalEnergies SE, through Clearway Energy Group, beneficially owns 21,841 shares of Class A Common Stock (0.1%) and 84,147,171 shares of Class C Common Stock (49.3%). The amendment highlights significant structural changes, including the execution of a Third Amended and Restated Exchange Agreement on April 1, 2026. This agreement allows for the exchange of Class B Units of Clearway Energy LLC for Class C Common Stock rather than Class A. Additionally, the Issuer's Board has proposed a charter amendment to convert all outstanding Class A Common Stock into Class C Common Stock. To maintain relative voting power following this conversion, Clearway Energy Group intends to enter into a Voting Trust Agreement with Wilmington Trust. TotalEnergies also disclosed recent transactions in Class C Common Stock, including a conversion of 215,000 Class D Units and various restricted stock-related movements. Notably, the reporting persons have ceased to be beneficial owners of more than 5% of Class A Common Stock.