If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. Checkbox not checked

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).




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SCHEDULE 13D




Comment for Type of Reporting Person:
This Schedule 13D relates to the following classes of securities of Clearway Energy, Inc., a Delaware corporation: Class A Common Stock with CUSIP No. 18539C 105 and Class C Common Stock with CUSIP No. 18539C 204. The cover page of this Schedule 13D filing relates to the Class A Common Stock. With respect to the Class C Common Stock, Rows (7), (9) and (11) equal 84,147,171 shares of Class C Common Stock beneficially owned and row (13) equals 49.3% of the Class C Common Stock. This comment shall serve as full disclosure of the beneficial ownership of all classes of securities of the Issuer registered pursuant to Section 12(b) of the Act.


SCHEDULE 13D




Comment for Type of Reporting Person:
This Schedule 13D relates to the following classes of securities of Clearway Energy, Inc., a Delaware corporation: Class A Common Stock with CUSIP No. 18539C 105 and Class C Common Stock with CUSIP No. 18539C 204. The cover page of this Schedule 13D filing relates to the Class A Common Stock. With respect to the Class C Common Stock, Rows (7), (9) and (11) equal 84,147,171 shares of Class C Common Stock beneficially owned and row (13) equals 49.3% of the Class C Common Stock. This comment shall serve as full disclosure of the beneficial ownership of all classes of securities of the Issuer registered pursuant to Section 12(b) of the Act.


SCHEDULE 13D




Comment for Type of Reporting Person:
This Schedule 13D relates to the following classes of securities of Clearway Energy, Inc., a Delaware corporation: Class A Common Stock with CUSIP No. 18539C 105 and Class C Common Stock with CUSIP No. 18539C 204. The cover page of this Schedule 13D filing relates to the Class A Common Stock. With respect to the Class C Common Stock, Rows (7), (9) and (11) equal 84,147,171 shares of Class C Common Stock beneficially owned and row (13) equals 49.3% of the Class C Common Stock. This comment shall serve as full disclosure of the beneficial ownership of all classes of securities of the Issuer registered pursuant to Section 12(b) of the Act.


SCHEDULE 13D




Comment for Type of Reporting Person:
This Schedule 13D relates to the following classes of securities of Clearway Energy, Inc., a Delaware corporation: Class A Common Stock with CUSIP No. 18539C 105 and Class C Common Stock with CUSIP No. 18539C 204. The cover page of this Schedule 13D filing relates to the Class A Common Stock. With respect to the Class C Common Stock, Rows (7), (9) and (11) equal 84,147,171 shares of Class C Common Stock beneficially owned and row (13) equals 49.3% of the Class C Common Stock. This comment shall serve as full disclosure of the beneficial ownership of all classes of securities of the Issuer registered pursuant to Section 12(b) of the Act.


SCHEDULE 13D




Comment for Type of Reporting Person:
This Schedule 13D relates to the following classes of securities of Clearway Energy, Inc., a Delaware corporation: Class A Common Stock with CUSIP No. 18539C 105 and Class C Common Stock with CUSIP No. 18539C 204. The cover page of this Schedule 13D filing relates to the Class A Common Stock. With respect to the Class C Common Stock, Rows (7), (9) and (11) equal 84,147,171 shares of Class C Common Stock beneficially owned and row (13) equals 49.3% of the Class C Common Stock. This comment shall serve as full disclosure of the beneficial ownership of all classes of securities of the Issuer registered pursuant to Section 12(b) of the Act.


SCHEDULE 13D


 
TotalEnergies SE
 
Signature:/s/ Marine Delaitre
Name/Title:Authorized Signatory
Date:04/03/2026
 
TotalEnergies Gestion USA SARL
 
Signature:/s/ Agathe Rozenbaum-Rameix
Name/Title:General Manager
Date:04/03/2026
 
TotalEnergies Holdings USA, Inc.
 
Signature:/s/ Ha C. Yi
Name/Title:Assistant Secretary
Date:04/03/2026
 
TotalEnergies Delaware, Inc.
 
Signature:/s/ Ha C. Yi
Name/Title:Secretary
Date:04/03/2026
 
TotalEnergies Renewables USA, LLC
 
Signature:/s/ Ha C. Yi
Name/Title:Secretary
Date:04/03/2026

 

Annex A

 

DIRECTORS AND EXECUTIVE OFFICERS OF THE REPORTING PERSONS

 

Set forth below is the name and current principal occupation or employment of each director and executive officer, as applicable, of TotalEnergies SE, TotalEnergies Gestion USA SARL, TotalEnergies Holdings USA Inc., TotalEnergies Delaware Inc., TotalEnergies Renewables USA LLC. The business address of each of the directors and executive officers of TotalEnergies SE and TotalEnergies Gestion USA SARL is 2, place Jean Millier, La Défense 6, 92400 Courbevoie, France. The business address of each of the other individuals listed below is 1201 Louisiana St. Suite 1800, Houston, TX 77002

 

TOTALENERGIES SE

 

Name  Occupation Citizenship
Patrick Pouyanné Chairman and Chief Executive Officer French
Aurélien Hamelle President, Strategy & Sustainability French
Helle Kristoffersen President, Asia French and Danish
Stéphane Michel President, Gas, Renewables & Power French
Bernard Pinatel President, Downstream and President, Marketing & Services French
Vincent Stoquart President, Refining & Chemicals Belgian
Jean-Pierre Sbraire Chief Financial Officer French
Namita Shah President, OneTech French
Nicolas Terraz President, Exploration & Production French
Catherine Remy President, People & Social Engagement French
Jacques Aschenbroich Lead Independent Director French
Marie-Christine Coisne-Roquette Director French
Lise Croteau Director Canadian
Marie-Ange Debon Director French
Valérie Della Puppa-Tibi Director representing employee shareholders French
Romain Garcia-Ivaldi Director representing employees French
Glenn Hubbard Director American
Anelise Lara Director Brazilian
Helen Lee Bouygues Director American and French
Laurent Mignon Director French
Dirk Paskert Director German
Angel Pobo Director representing employees French

 

TOTALENERGIES GESTION USA SARL

 

Agathe Rozenbaum-Rameix General Manager French

 

TOTALENERGIES HOLDINGS USA INC.

 

Francois Good Director, Chief Executive Officer & President French
Alexander Adotevi Director and Chief Financial Officer German
Erin Dyer Director, Vice President, General Counsel and Secretary Australian
Kwajo Sarfoh Vice President, Tax American
Agathe Rozenbaum-Rameix Director French
Esmeralda Fernandez Treasurer American
Tiffany Goodwin Assistant Secretary American
Ha C. Yi Assistant Secretary American

 

 

 

 

TOTALENERGIES DELAWARE INC.

 

Francois Good Director and President French
Alexander Adotevi Director and Vice President German
Erin Dyer Director Australian
Kwajo Sarfoh Vice President American
Esmeralda Fernandez Treasurer American
Ha C. Yi Secretary American

 

TOTALENERGIES RENEWABLES USA LLC

 

Olivier Jouny Manager French
Marc-Antoine Pignon Manager and Chief Executive Officer French
Alexander Adotevi Manager German
Christopher Gillies Chief Financial Officer Australian
Ali Mirza Vice President, Structured Finance American
Kwajo Sarfoh Vice President, Tax American
Jeffrey Newcombe Vice President, Technical American
Frederic Potts Vice President, Distributed Generation American
Brad Harmon Vice President, Asset Management & O&M American
Greg Nelson Vice President, Project Development American
Paige Goodwin Vice President, TTE Participations American
Stephanie Minshull Vice President, Business Development & Strategy American
Esmeralda Fernandez Treasurer American
Ha C. Yi Secretary American
Simon Hayes Assistant Secretary British

 

 

 

 

 

Annex B

 

Transactions in the Class C Common Stock during the Past Sixty (60) Days ended April 1, 2026.

 

Legal Entity Trade Date Amount Trade Price ($) Buy/Sell
Clearway Energy Group LLC 02/23/2026 129 39.61 (1)
Clearway Energy Group LLC 02/23/2026 875 (2) (2)
Clearway Energy Group LLC 03/13/2026 493 (2) (2)
Clearway Energy Group LLC 03/26/2026 1,091 (2) (2)
Clearway Energy Group LLC 03/31/2026 215,000 (3) (3)
Clearway Energy Group LLC 04/01/2026 99,661 39.91 (1)
Clearway Energy Group LLC 04/01/2026 435,552 39.91 (4)
         
         
         
         

 

(1)Shares withheld to satisfy tax withholding obligations in connection with the vesting of restricted stock of the Issuer previously granted by Clearway Energy Group under its Long Term Equity Incentive Program to certain of its employees.

 

(2)Represents shares of restricted stock of the Issuer previously granted by Clearway Energy Group LLC under its Long Term Equity Incentive Program forfeited by certain of its employees due to termination of service.
   
(3)Pursuant to the Second Amended Exchange Agreement, the Class D Units of Clearway LLC were exchanged for shares of Class C Common Stock on a one-for-one basis. An equivalent number of shares of Class D Common Stock were automatically canceled.
   
(4)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.