SCHEDULE: TotalEnergies Amends Clean Energy Fuels Stake, Board Seats

TotalEnergies SE and its subsidiary updated their Schedule 13D filing for Clean Energy Fuels Corp., disclosing a 23.3% beneficial ownership stake and the resignation of two designated directors.

Summary

• TotalEnergies SE and TotalEnergies Marketing Services SAS (Purchaser) beneficially own 51,127,576 shares of Clean Energy Fuels Corp. common stock.
• This represents 23.3% of the 219,300,999 shares outstanding as of October 28, 2025.
• The ownership includes 42,581,801 purchased shares and 8,545,775 shares subject to a voting agreement.
• Aimeric Ramadier and Marc de Guilhem de Lataillade, TotalEnergies' designees, resigned from Clean Energy Fuels Corp.'s board of directors, effective November 18, 2025.
• The resignations were explicitly stated not to be due to any disagreement with the Issuer's operations, policies, or practices.
• TotalEnergies reserves its right to appoint substitute directors.

Sentiment

Score: 6

Explanation: The sentiment is neutral to slightly positive. While two directors resigned, the filing explicitly states no disagreement, and TotalEnergies maintains a substantial stake, indicating continued strategic interest. The past share sale is a minor negative but occurred years ago.

Positives

• The resignations of the designated directors were not due to disagreements, suggesting continued alignment between TotalEnergies and Clean Energy Fuels Corp.
• TotalEnergies maintains a significant 23.3% beneficial ownership, indicating a continued strategic interest in Clean Energy Fuels Corp.

Negatives

• The sale of 750,000 shares by TotalEnergies Marketing Services SAS on June 15, 2021, could be perceived as a slight reduction in direct investment, although the overall beneficial ownership remains substantial.
• The departure of two board members designated by a major shareholder could potentially reduce direct influence on the board, depending on whether replacements are appointed.

Risks

• No specific new risks are introduced or highlighted in this amendment beyond the inherent risks of holding a significant stake in a company. The filing primarily updates ownership and board representation.

Future Outlook

TotalEnergies SE's subsidiary, TotalEnergies Marketing Services SAS, reserves its right to appoint substitute designees to Clean Energy Fuels Corp.'s board of directors, indicating a potential future change in board composition.

Management Comments

• The resignations of Messrs. Ramadier and de Guilhem de Lataillade were not the result of any disagreement with the Issuer on any matter regarding its operations, policies, or practices.

Industry Context

This filing reflects a major energy company's (TotalEnergies) continued, albeit slightly adjusted, strategic investment in the clean energy sector, specifically in natural gas for transportation (Clean Energy Fuels Corp.). The maintenance of a significant stake suggests ongoing belief in the long-term prospects of the clean fuels market, even with changes in direct board representation.

Comparison to Industry Standards

• NA

Management Changes

Corporate Governance

Legal Proceedings

• NA

Related Party Transactions

• NA

Stakeholder Impact

• **Shareholders**: The continued significant ownership by TotalEnergies may provide stability and strategic backing. The change in board representation could alter board dynamics, but the stated lack of disagreement suggests no immediate negative impact.
• **Management**: The resignations of two directors, while not due to disagreement, will require the board to potentially integrate new members if TotalEnergies exercises its right to appoint substitutes.

Next Steps

• TotalEnergies Marketing Services SAS may appoint substitute designees to the Clean Energy Fuels Corp. board of directors.

Key Dates

Recommendation

The filing primarily updates beneficial ownership and board composition without indicating any material changes to the company's operations or strategic direction. TotalEnergies maintains a substantial stake, suggesting continued confidence, and the director resignations were amicable. There are no new financial disclosures or significant strategic shifts that would warrant a change in investment posture based solely on this amendment.

Keywords

Clean Energy Fuels Corp., TotalEnergies SE, TotalEnergies Marketing Services SAS, Schedule 13D, Beneficial Ownership, Board of Directors, Director Resignation, Common Stock, Shareholder Stake, Corporate Governance