TotalEnergies Updates Beneficial Ownership, Details Class A to C Conversion Mechanics

summarizeSummary

TotalEnergies, a major shareholder, filed an amended Schedule 13D detailing new agreements and updated beneficial ownership in anticipation of Clearway Energy's Class A to Class C stock conversion.

check_boxKey Events

• Third Amended Exchange Agreement Signed

  On April 1, 2026, Clearway Energy, Clearway Energy LLC, and Clearway Energy Group entered into a Third Amended and Restated Exchange Agreement. This agreement amends the previous one to allow Class B Units of Clearway Energy LLC to be exchanged for shares of Class C Common Stock (instead of Class A Common Stock) on a one-for-one basis.

• Voting Trust Agreement Planned

  Clearway Energy Group intends to enter into a Voting Trust Agreement, contingent on the Class A Conversion, to deposit Class B Common Stock shares into a voting trust. This is designed to ensure TotalEnergies' total relative voting power in the Issuer remains consistent before and after the Class A Conversion.

• TotalEnergies Exits Class A Beneficial Ownership

  The Reporting Persons (TotalEnergies SE and its affiliates) have ceased to be beneficial owners of more than five percent of Clearway Energy's Class A Common Stock outstanding. This filing constitutes an exit filing for them solely with respect to the Class A Common Stock, reflecting the impending conversion to Class C.

• Updated Beneficial Ownership

  TotalEnergies and its affiliates now beneficially own 0.1% of Class A Common Stock and 49.3% of Class C Common Stock (including exchangeable Class B and Class D Units).

auto_awesomeAnalysis

This Schedule 13D/A provides critical updates regarding the ongoing conversion of Clearway Energy's Class A common stock to Class C common stock, a process initiated by the company's Board on March 9, 2026, and previously disclosed in a DEF 14A filing on March 24, 2026. The filing details the Third Amended Exchange Agreement, which modifies how Class B Units will be exchanged for Class C shares, and outlines the intent to establish a Voting Trust Agreement to maintain TotalEnergies' relative voting power post-conversion. Importantly, TotalEnergies has formally ceased to be a beneficial owner of more than five percent of the Class A Common Stock, marking an exit filing for that class as the company transitions its equity structure. Investors should monitor the shareholder vote on the Charter Amendment expected around April 29, 2026, as these agreements are contingent on its approval.