SEC FORM 4

SEC FORM 4SEC 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

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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)
03/31/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class C Common Stock	03/31/2026		C		215,000	A	⁽¹⁾	383,180	I	See footnotes⁽⁶⁾⁽⁷⁾
Class C Common Stock	04/01/2026		J⁽²⁾		99,661	A	$39.91	482,841	I	See footnotes⁽⁶⁾⁽⁷⁾
Class C Common Stock	04/01/2026		J⁽³⁾		435,552	D	$39.91	47,289	I	See footnotes⁽⁶⁾⁽⁷⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class D Units of Clearway Energy LLC	⁽¹⁾	03/31/2026		C			215,000	⁽¹⁾	⁽¹⁾	Class C Common Stock	215,000	$0	41,361,142	I	See footnotes⁽⁶⁾⁽⁷⁾
Class B Units of Clearway Energy LLC	⁽⁴⁾	04/01/2026		J⁽⁴⁾⁽⁵⁾			42,738,750	⁽⁴⁾	⁽⁴⁾	Class A Common Stock	42,738,750	⁽⁴⁾⁽⁵⁾	0	I	See footnotes⁽⁶⁾⁽⁷⁾
Class B Units of Clearway Energy LLC	⁽⁵⁾	04/01/2026		J⁽⁴⁾⁽⁵⁾		42,738,750		⁽⁵⁾	⁽⁵⁾	Class C Common Stock	42,738,750	⁽⁴⁾⁽⁵⁾	42,738,750	I	See footnotes⁽⁶⁾⁽⁷⁾

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

TEXAS

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

TEXAS

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

TEXAS

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. Pursuant to a Second Amended and Restated Exchange Agreement, dated as of October 28, 2024, among Clearway Energy, Inc. (the "Issuer"), Clearway Energy LLC and other parties thereto (the "Exchange Agreement"), the Class D Units of Clearway Energy LLC are exchangeable at any time for shares of the Issuer's Class C Common Stock on a one-for-one basis, subject to equitable adjustments for stock splits, stock dividends and reclassifications. Pursuant to the Exchange Agreement, as the holder exchanges the Class D Units for shares of Class C Common Stock, an equivalent number of shares of Class D Common Stock issued to the holder will automatically be canceled.

2. Reflects the withholding of shares to satisfy tax withholding obligations in connection with the vesting 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.

3. Reflects grant of shares of restricted stock of the Issuer granted by Clearway Energy Group under its Long Term Equity Incentive Program to one or more of its employees. The Reporting Person has agreed to voluntarily disgorge any profits deemed realized from such transactions to the Issuer.

4. Pursuant to the Exchange Agreement, the Class B Units of Clearway Energy LLC were previously exchangeable at any time for shares of Class A Common Stock on a one-for-one basis, subject to equitable adjustments for stock splits, stock dividends and reclassifications. Pursuant to the Exchange Agreement, if the holder exchanged the Class B Units for shares of Class A Common Stock, an equivalent number of shares of Class B Common Stock issued to the holder would automatically be canceled.

5. On April 1, 2026, the Issuer, Clearway Energy LLC and certain other parties entered into the Third Amended and Restated Exchange Agreement (the "Amended Exchange Agreement"), which amended and restated the Exchange Agreement. Pursuant to the Amended Exchange Agreement, the Class B Units of Clearway Energy LLC are exchangeable at any time for shares of Class C Common Stock (instead of Class A Common Stock) on a one-for-one basis, subject to equitable adjustments for stock splits, stock dividends and reclassifications. As the holder exchanges the Class B Units for shares of Class C Common Stock pursuant to the Amended Exchange Agreement, an equivalent number of shares of Class B Common Stock issued to the holder will automatically be canceled. This amendment and restatement did not involve any purchase or sale of Class B Units.

6. 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.

7. 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	04/02/2026
	TOTALENERGIES GESTION USA SARL By: /s/ Agathe Rozenbaum-Rameix Name: Agathe Rozenbaum-Rameix Title: General Manager	04/02/2026
	TOTALENERGIES HOLDINGS USA, INC. By: /s/ Ha C. Yi Name: Ha C. Yi Title: Assistant Secretary	04/02/2026
	TOTALENERGIES DELAWARE, INC. By: /s/ Ha C. Yi Name: Ha C. Yi Title: Secretary	04/02/2026
	TOTALENERGIES RENEWABLES USA, LLC By: /s/ Ha C. Yi Name: Ha C. Yi Title: Secretary	04/02/2026
	** 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)