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0001868275
2026-01-07
2026-01-07
0001868275
CEG:ConstellationEnergyGenerationMember
2026-01-07
2026-01-07
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
| |
UNITED
STATES SECURITIES AND EXCHANGE COMMISSION |
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Washington, D.C.
20549 |
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FORM
8-K |
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CURRENT
REPORT |
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Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
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January
7, 2026 |
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Date
of Report (Date of earliest event reported) |
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Commission
File Number |
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Name
of Registrant; State or Other Jurisdiction of Incorporation; Address of
Principal Executive Offices; and Telephone Number |
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IRS
Employer Identification
Number |
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| 001-41137 |
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CONSTELLATION
ENERGY CORPORATION |
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87-1210716 |
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(a Pennsylvania
corporation)
1310 Point Street
Baltimore,
Maryland 21231-3380
(833) 883-0162 |
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| 333-85496 |
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CONSTELLATION
ENERGY GENERATION, LLC |
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23-3064219 |
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(a Pennsylvania
limited liability company)
200
Energy Way
Kennett
Square, Pennsylvania
19348-2473
(833) 883-0162 |
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| Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions: |
| ¨ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Securities registered pursuant to Section
12(b) of the Act: |
| |
| Title of each class |
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Trading
Symbol(s) |
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Name of each
exchange on which registered |
| CONSTELLATION
ENERGY CORPORATION: |
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| Common
Stock, without par value |
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CEG |
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The
Nasdaq Stock Market LLC |
| Indicate
by check mark whether any of the registrants are emerging growth companies as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company
¨ |
| If
an emerging growth company, indicate by check mark if any of the registrants have elected not to use the extended transition period
for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨ |
| Co-Registrant CIK |
0001168165 |
| Co-Registrant Amendment Flag |
false |
| Co-Registrant Written Communications |
false |
| Co-Registrant Solicitating Materials |
false |
| Co-Registrant PreCommencement Tender Offer |
false |
| Co-Registrant PreCommencement Issuer Tender Offer |
false |
| Co-Registrant Entity Emerging Growth Company |
false |
Introductory Note
On January 7, 2026, Constellation Energy
Corporation (Nasdaq: CEG), a Pennsylvania corporation (“CEG Parent”) and Constellation Energy Generation, LLC, a Pennsylvania
limited liability company (“Constellation”), completed the previously announced transactions contemplated by the
Agreement and Plan of Merger, dated January 10, 2025 (the “Merger Agreement”), by and among CEG Parent, Calpine
Corporation, a Delaware corporation (“Calpine”), CPN CS Holdco Corp., a Delaware corporation and wholly owned subsidiary
of Calpine (“New Company”), CPN CKS Corp., a Delaware corporation and wholly owned subsidiary of New Company
(“Company Merger Sub”), Cascade Transco Inc., a Delaware corporation and an indirect, wholly owned subsidiary of CEG
Parent (“First Merger Sub”), Cascade Transco – 1, LLC, a Delaware limited liability company and an indirect,
wholly owned subsidiary of CEG Parent (“Second Merger Sub”), and Volt Energy Holdings GP, LLC, a Delaware limited
liability company, solely in its capacity as the representative of the stockholders of Calpine. Capitalized terms used but not
defined herein have the meanings ascribed to them in the Merger Agreement. As a result of the transactions contemplated by the
Merger Agreement, Calpine became a wholly owned subsidiary of Constellation.
Section 1 – Registrant’s Business
and Operations
Item 1.01. Entry into a Material Definitive Agreement
Registration Rights Agreement
On January 7, 2026, in connection with the
closing of the Mergers (as defined below), CEG Parent entered into a registration rights agreement (the “Registration
Rights Agreement”) with certain of the former stockholders of Calpine who received shares of Stock Consideration (as defined
below) in the Mergers, each of whom is listed on the signature pages thereto (the “RRA Parties”), pursuant to which the
RRA Parties will have certain customary demand, “piggy-back” and shelf registration rights relating to the shares of
Stock Consideration received by such RRA Parties as a result of the Mergers.
Pursuant to the Registration Rights Agreement,
CEG Parent is required to (subject to certain conditions and exceptions), use its reasonable best efforts to prepare and file with
the U.S. Securities and Exchange Commission (“SEC”), on the closing date of the Mergers, a registration statement on Form
S-3 that becomes effective upon filing registering for resale the shares of Stock Consideration received by the RRA Parties as a result
of the Mergers.
Under the Registration Rights Agreement, the RRA
Parties are subject to a lock-up, subject to certain exceptions, with respect to the transfer of the shares of Stock Consideration received
by such RRA Parties as a result of the Mergers, with one-half of such shares released from the lock-up on June 30, 2026, and the remaining
one-half of such shares released from the lock-up on June 30, 2027.
The foregoing description of the Registration
Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the Registration Rights Agreement, a
copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
Calpine Notes
Upon the closing of the Mergers on January 7,
2026, Calpine (as a wholly owned subsidiary of Constellation) remained the issuer of (i) $1,400 million in aggregate
principal amount of 5.125% Senior Notes due 2028 (the “2028 Senior Notes”) issued under Calpine’s indenture, dated
December 27, 2019 (the “2028 Senior Notes Indenture”), between Calpine and Wilmington Trust, National Association, as
trustee; (ii) $650 million in aggregate principal amount of 4.625% Senior Notes due 2029 (the “2029 Senior Notes”)
issued under Calpine’s indenture, dated August 10, 2020 (the “2029 Senior Notes Indenture”), between Calpine and
Wilmington Trust, National Association, as trustee; (iii) $850 million in aggregate principal amount of 5.000% Senior Notes due
2031 (the “2031 Senior Notes”) issued under Calpine’s indenture, dated August 10, 2020 (the “2031 Senior
Notes Indenture” and, together with the 2028 Senior Notes Indenture and the 2029 Senior Notes Indenture, the “Calpine
Unsecured Notes Indentures”), between Calpine and Wilmington Trust, National Association, as trustee; (iv) $1,250 million
in aggregate principal amount of 4.500% Senior Secured Notes due 2028 (the “2028 Senior Secured Notes”) issued under
Calpine’s indenture, dated December 20, 2019 (as supplemented, the “2028 Senior Secured Notes Indenture”), among
Calpine, the guarantors party thereto from time to time and Wilmington Trust, National Association, as trustee; and (v) $900
million in aggregate principal amount of 3.750% Senior Secured Notes due 2031 (the “2031 Senior Secured Notes” and,
together with the 2028 Senior Notes, the 2029 Senior Notes, the 2031 Senior Notes and the 2028 Senior Secured Notes, the
“Calpine Notes”) issued under Calpine’s indenture, dated December 16, 2020 (as supplemented, the “2031
Senior Secured Notes Indenture” and, together with the 2028 Senior Secured Notes Indenture, the “Calpine Secured Notes
Indentures”), among Calpine, the guarantors party thereto from time to time and Wilmington Trust, National Association, as
trustee.
Pursuant to the 2028 Senior Notes Indenture, interest
on the 2028 Senior Notes accrues at a rate of 5.125% per annum on the outstanding principal amount thereof, payable semi-annually on March
15 and September 15 of each year. The 2028 Senior Notes will mature on March 15, 2028. Prior to March 15, 2026, Calpine may on any one
or more occasions redeem all or a portion of the 2028 Senior Notes at a price equal to 100.854% of the principal amount of the 2028 Senior
Notes plus accrued and unpaid interest to, but excluding, the redemption date. On and after March 15, 2026, Calpine may on any one or
more occasions redeem all or a portion of the 2028 Senior Notes at par plus accrued and unpaid interest to, but excluding, the redemption
date.
Pursuant to the 2029 Senior Notes Indenture, interest
on the 2029 Senior Notes accrues at a rate of 4.625% per annum on the outstanding principal amount thereof, payable semi-annually on February
1 and August 1 of each year. The 2029 Senior Notes will mature on February 1, 2029. Prior to February 1, 2026, Calpine may on any one
or more occasions redeem all or a portion of the 2029 Senior Notes at a price equal to 101.156% of the principal amount of the 2029 Senior
Notes plus accrued and unpaid interest to, but excluding, the redemption date. On and after February 1, 2026, Calpine may on any one or
more occasions redeem all or a portion of the 2029 Senior Notes at par plus accrued and unpaid interest to, but excluding, the redemption
date.
Pursuant to the 2031 Senior Notes Indenture, interest
on the 2031 Senior Notes accrues at a rate of 5.000% per annum on the outstanding principal amount thereof, payable semi-annually on February
1 and August 1 of each year. The 2031 Senior Notes will mature on February 1, 2031. Prior to February 1, 2026, Calpine may on any one
or more occasions redeem all or a portion of the 2031 Senior Notes at a price equal to 100% of the principal amount of the 2031 Senior
Notes plus a “make-whole” premium and accrued and unpaid interest to, but excluding, the redemption date. Beginning on February
1, 2026 until February 1, 2027, Calpine may on any one or more occasions redeem all or a portion of the 2031 Senior Notes at a price equal
to 102.500% of the principal amount of the 2031 Senior Notes plus accrued and unpaid interest to, but excluding, the redemption date.
Thereafter until February 1, 2028, Calpine may on any one or more occasions redeem all or a portion of the 2031 Senior Notes at a price
equal to 101.667% of the principal amount of the 2031 Senior Notes plus accrued and unpaid interest to, but excluding, the redemption
date. Thereafter until February 1, 2029, Calpine may on any one or more occasions redeem all or a portion of the 2031 Senior Notes at
a price equal to 100.833% of the principal amount of the 2031 Senior Notes plus accrued and unpaid interest to, but excluding, the redemption
date. Thereafter, Calpine may on any one or more occasions redeem all or a portion of the 2031 Senior Notes at par plus accrued and unpaid
interest to, but excluding, the redemption date.
Pursuant to the 2028 Senior Secured Notes Indenture,
interest on the 2028 Senior Secured Notes accrues at a rate of 4.500% per annum on the outstanding principal amount thereof, payable semi-annually
on February 15 and August 15 of each year. The 2028 Senior Secured Notes will mature on February 15, 2028. Prior to February 15, 2026,
Calpine may on any one or more occasions redeem all or a portion of the 2028 Senior Secured Notes at a price equal to 100.750% of the
principal amount of the 2028 Senior Secured Notes plus accrued and unpaid interest to, but excluding, the redemption date. On and after
February 15, 2026, Calpine may on any one or more occasions redeem all or a portion of the 2028 Senior Secured Notes at par plus accrued
and unpaid interest to, but excluding, the redemption date.
Pursuant to the 2031 Senior Secured Notes Indenture,
interest on the 2031 Senior Secured Notes accrues at a rate of 3.750% per annum on the outstanding principal amount thereof, payable semi-annually
on March 1 and September 1 of each year. The 2031 Senior Secured Notes will mature on March 1, 2031. Prior to March 1, 2026, Calpine may
on any one or more occasions redeem all or a portion of the 2031 Senior Secured Notes at a price equal to 100% of the principal amount
of the 2031 Senior Secured Notes plus a “make-whole” premium and accrued and unpaid interest to, but excluding, the redemption
date. Beginning on March 1, 2026 until March 1, 2027, Calpine may on any one or more occasions redeem all or a portion of the 2031 Senior
Secured Notes at a price equal to 101.875% of the principal amount of the 2031 Senior Secured Notes plus accrued and unpaid interest to,
but excluding, the redemption date. Thereafter until March 1, 2028, Calpine may on any one or more occasions redeem all or a portion of
the 2031 Senior Secured Notes at a price equal to 101.250% of the principal amount of the 2031 Senior Secured Notes plus accrued and unpaid
interest to, but excluding, the redemption date. Thereafter until March 1, 2029, Calpine may on any one or more occasions redeem all or
a portion of the 2031 Senior Secured Notes at a price equal to 100.625% of the principal amount of the 2031 Senior Secured Notes plus
accrued and unpaid interest to, but excluding, the redemption date. Thereafter, Calpine may on any one or more occasions redeem all or
a portion of the 2031 Senior Secured Notes at par plus accrued and unpaid interest to, but excluding, the redemption date.
Subject to certain qualifications and exceptions,
the Calpine Unsecured Notes Indentures, among other things, limit Calpine’s ability and the ability of certain covered subsidiaries
of Calpine to create or incur liens and consolidate, merge or transfer all or substantially all of Calpine’s assets and the assets
of Calpine’s subsidiaries on a combined basis.
Subject to certain qualifications and exceptions,
the Calpine Secured Notes Indentures, among other things, limit Calpine’s ability and the ability of the guarantors of the 2028
Senior Secured Notes and the 2031 Senior Secured Notes to incur or guarantee additional first lien indebtedness; enter into certain types
of commodity hedge agreements that can be secured by first lien collateral; enter into sale and leaseback transactions; create or incur
liens; and consolidate, merge or transfer all or substantially all of Calpine’s assets and the assets of Calpine’s restricted
subsidiaries on a combined basis.
The foregoing description of the Calpine Notes
and the indentures governing the Calpine Notes does not purport to be complete and is qualified in its entirety by reference to the Calpine
Notes and the indentures governing the Calpine Notes, including the supplemental indentures thereto (as applicable), copies of which are
attached hereto as Exhibits 4.1, 4.2, 4.3, 4.4, 4.5, 4.6 and 4.7 and incorporated herein by reference.
CCFC Term Loan
Upon the closing of the Mergers on January 7,
2026, Calpine Construction Finance Company, L.P., an indirect, wholly owned subsidiary of Calpine (“CCFC”), remains
party to a Credit Agreement with Citibank, N.A. (as successor to Credit Suisse AG, Cayman Islands Branch), as administrative agent
and as collateral agent, and the lenders party thereto from time to time, originally dated December 15, 2017 (as amended, amended
and restated and supplemented, the “CCFC Term Loan Agreement”). The CCFC Term Loan Agreement consists of a first lien
senior secured term loan (the “CCFC Term Loan”). On August 2, 2023, CCFC and the other parties thereto amended and
restated the original CCFC Term Loan Agreement. On June 6, 2024, CCFC completed a repricing of the CCFC Term Loan to reduce the
applicable spread over the SOFR rate from 2.25% to 2.00% and remove the quarterly principal payments prior to the maturity of the
debt. On September 16, 2024, CCFC completed a refinancing to increase the total notional principal amount of the CCFC Term Loan from
$1.244 billion to $1.875 billion. Subsequently, on November 18, 2025, CCFC incurred a replacement tranche of first lien senior
secured term loans, which increased its existing CCFC Term Loan by $225 million and repriced such existing CCFC Term Loan to reduce
the applicable spread over the SOFR rate from 2.00% to 1.75% under the CCFC Term Loan Agreement. The CCFC Term Loan matures on July
31, 2030.
The foregoing description of the CCFC Term Loan
Agreement and the CCFC Term Loan does not purport to be complete and is qualified in its entirety by reference to the CCFC Term Loan Agreement,
including amendments thereto, copies of which are attached hereto as Exhibits 10.2, 10.3, 10.4, 10.5 and 10.6 and incorporated herein
by reference.
GPC Term Loan
Upon the closing of the Mergers on January 7,
2026, Geysers Power Company, LLC, an indirect, wholly owned subsidiary of Calpine, and certain of its subsidiaries acting as
guarantors remain parties to a Credit Agreement with MUFG Bank, Ltd., as administrative agent, MUFG Union Bank, N.A., as first lien
collateral agent, and the lenders party thereto, dated June 9, 2020 (as amended, on November 9, 2021 and May 31, 2022, and as
otherwise amended, the “GPC Term Loan Agreement”). The GPC Term Loan Agreement consists of a $1,771 million senior
secured term loan facility (of which $1,415 million term loans are currently outstanding (the “GPC Term Loans”)) and a
$250 million letter of credit facility. The GPC Term Loans bear interest at Term SOFR plus a percentage equal to (a) until May 31,
2025, 1.5%, (b) from such date until May 31, 2028, 1.625%, and (c) from such date until the maturity of the GPC Term Loans, 1.75%
(plus, in each case, applicable Term SOFR adjustment). The GPC Term Loans mature on May 31, 2029.
The foregoing description of the GPC Term Loan
Agreement and the GPC Term Loans does not purport to be complete and is qualified in its entirety by reference to the GPC Term Loan Agreement,
including amendments thereto, copies of which are attached hereto as Exhibits 10.7, 10.8 and 10.9 and incorporated herein by reference.
Section 2 – Financial Information
Item 2.01. Completion of Acquisition or Disposition of Assets
As discussed in the Introductory Note above,
on January 7, 2026, CEG Parent and Constellation completed the previously announced transactions contemplated by the Merger
Agreement.
Pursuant to the Merger Agreement, (i) on January
2, 2026, Calpine, New Company and Company Merger Sub completed an internal reorganization pursuant to which Company Merger Sub merged
with and into Calpine, with Calpine surviving the merger as a wholly owned subsidiary of New Company and the holders of Company Common
Shares and Company Restricted Stock Units becoming holders of Common Shares and Restricted Stock Units of New Company (“RSUs”),
and on January 5, 2026, Calpine converted into a Delaware limited liability company (the “Reorganization”), (ii) on January
7, 2026, at the First Effective Time, First Merger Sub merged with and into New Company, with New Company surviving the merger as a
wholly owned subsidiary of Constellation and (iii) on January 7, 2026, at the Second Effective Time, New Company merged with and into
Second Merger Sub, with Second Merger Sub surviving the merger as a wholly owned subsidiary of Constellation (clauses (ii) and (iii),
collectively, the “Mergers”). As a result of the Reorganization and the Mergers, Calpine became a wholly owned
subsidiary of Constellation.
The merger consideration consisted of (i) an
aggregate of 50,000,000 newly issued shares of common stock, no par value, of CEG Parent (the “Stock Consideration”) and
(ii) $4.50 billion in cash minus the amount of Company Expenses. As a result of the Mergers, the former stockholders of Calpine received
approximately 13.8% of the outstanding CEG Parent common stock in the aggregate based upon the outstanding shares of CEG Parent
common stock as of January 6, 2026.
In connection with closing of the Mergers, outstanding
Calpine equity-based awards were treated as follows:
At the First Effective Time, each outstanding
RSU issued by New Company in respect of Company Restricted Stock Units issued by Calpine pursuant to the Calpine Corporation 2024 Equity
Incentive Plan (whether vested or unvested) was fully vested, canceled and converted into the right to receive, in respect of each such
RSU: (i) the Per Share Cash Consideration, without interest, (ii) the Per Share Stock Consideration, (iii) any cash in lieu of fractional
shares of CEG Parent common stock was paid in accordance with the Merger Agreement and (iv) an amount in cash (without interest and
less any applicable taxes required to be withheld) equal to any dividend equivalents with respect to such RSU that were unpaid as of the
First Effective Time (which amounts in respect of such dividend equivalents were first satisfied from any escrow account related thereto).
The foregoing description of the Merger Agreement
does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, a copy of which was attached as
Exhibit 2.1 to the Current Report on Form 8-K dated January 13, 2025 (File No. 001-41137) and is incorporated herein by reference. The
Merger Agreement has been incorporated by reference into this Current Report on Form 8-K to provide information regarding its terms. It
is not intended to provide any other factual information about CEG Parent, Constellation, Calpine or any other party. The Merger Agreement contains
representations and warranties that the parties thereto made to each other as of a specific date. The assertions embodied in the representations
and warranties in the Merger Agreement were made solely for purposes of the Merger Agreement and the transactions and agreements contemplated
thereby among the respective parties thereto and may be subject to important qualifications and limitations agreed to by the parties thereto
in connection with negotiating the terms thereof and are not intended to, and do not, confer upon any person other than the parties thereto
any rights or remedies thereunder, including the right to rely upon the representations and warranties set forth therein. Moreover, some
of those representations and warranties may not be accurate or complete as of any specified date, may be subject to a contractual standard
of materiality different from those generally applicable to stockholders or may have been used for the purpose of allocating risk among
the parties to the Merger Agreement rather than establishing matters as facts.
Section 2 – Financial Information
Item 2.03. Creation of a Direct Financial Obligation or an Obligation
under an Off-Balance Sheet Arrangement of a Registrant
The disclosure set forth in Item 1.01 under the
heading “Calpine Notes” is incorporated by reference in this Item 2.03.
Section 3 - Securities and Trading Markets
Item 3.02. Unregistered Sales of Equity Securities
The disclosure set forth in Item 2.01 above is
incorporated by reference in this Item 3.02. The issuance of the Stock Consideration to the former stockholders of Calpine was made in
reliance upon the exemption from the registration requirements of the Securities Act of 1933, as amended, provided by Section 4(a)(2)
thereof as a transaction by an issuer not involving any public offering.
Section 5 - Corporate Governance and Management
Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Effective upon the closing of the Mergers on January
7, 2026, Daniel Eggers, CEG Parent’s Executive Vice President and Chief Financial Officer, was promoted to Senior Executive
Vice President, Finance and Data Economy, and no longer serves as Chief Financial Officer, and Shane Smith, CEG Parent’s Senior
Vice President, Treasury and Credit, was promoted to Executive Vice President and Chief Financial Officer. Concurrently with the effectiveness
of Mr. Smith’s promotion, Mr. Smith also assumed the additional role of principal financial officer of CEG Parent, replacing
Mr. Eggers. As previously reported, Mr. Smith’s compensation includes an annual base salary of $725,000, an annual incentive program
target opportunity of 85% of his base salary, and a long-term incentive target valued at $2,500,000, consistent with the terms of the
Constellation Energy Corporation 2022 Long-Term Incentive Plan.
Mr. Smith, age 46, had served as CEG Parent’s
Senior Vice President, Treasury and Credit since CEG Parent’s separation from Exelon in February 2022, prior to which Mr. Smith
served as Vice President, Finance, Constellation for Exelon beginning in April 2020. Mr. Smith received his bachelor’s degree with
a dual concentration in Finance and Marketing from Boston College and his MBA from the University of Maryland.
There are no arrangements or understandings between
Mr. Smith and any other person pursuant to which Mr. Smith was appointed as Executive Vice President and Chief Financial Officer, and
there are no family relationships among any of CEG Parent’s directors or executive officers and Mr. Smith. Mr. Smith does not
have any direct or indirect material interest in any transaction or proposed transaction required to be reported under Item 404(a) of
Regulation S-K.
Section 7 - Regulation FD
Item 7.01. Regulation FD Disclosure
On January 7, 2026, CEG Parent issued a press
release announcing the completion of the Mergers. The press release is attached to this Current Report on Form 8-K as Exhibit 99.1, is
incorporated herein by reference and is being furnished to, but not filed with, the SEC.
Section 9 - Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits
(a) Financial statements
of business acquired
The audited consolidated financial
statements of Calpine as of December 31, 2024 and 2023 and for the years ended December 31, 2024, 2023 and 2022, and the related
notes to the consolidated financial statements, were previously filed with the SEC by CEG Parent and Constellation (File No.
001-41137, Form 8-K dated December 9, 2025, Exhibit 99.1), and, pursuant to General Instruction B.3 of Form 8-K, are not required to
be filed herewith.
The unaudited consolidated financial
statements of Calpine as of September 30, 2025 and 2024 and for the three and nine months ended September 30, 2025 and 2024, and the
related notes to the consolidated financial statements, were previously filed with the SEC by CEG Parent and Constellation (File No.
001-41137, Form 8-K dated December 9, 2025, Exhibit 99.2), and, pursuant to General Instruction B.3 of Form 8-K, are not required to
be filed herewith.
(b) Pro
forma financial information
The unaudited pro forma combined financial
statements of CEG Parent and Constellation as of September 30, 2025 and for the nine months ended September 30, 2025 and for the
year ended December 31, 2024, and the related notes to the pro forma combined financial statements, were previously filed with the
SEC by CEG Parent and Constellation (File No. 001-41137, Form 8-K dated December 9, 2025, Exhibit 99.3), and, pursuant to General
Instruction B.3 of Form 8-K, are not required to be filed herewith.
(d) Exhibits.
| Exhibit No. |
|
Description |
| 2.1* |
|
Agreement and Plan of Merger, dated January 10, 2025, by and among Calpine Corporation, CPN CS Holdco Corp., CPN CKS Corp., Constellation Energy Corporation, Cascade Transco Inc., Cascade Transco - 1, LLC and Volt Energy Holdings GP, LLC, solely in its capacity as the representative of the stockholders of Calpine Corporation (File No. 001-41137, Form 8-K dated January 13, 2025, Exhibit 2.1). |
| 4.1 |
|
Indenture, dated December 27, 2019, between Calpine Corporation and Wilmington Trust, National Association, as trustee (including Form of 5.125% Senior Note due 2028). |
| 4.2 |
|
Indenture, dated August 10, 2020, between Calpine Corporation and Wilmington Trust, National Association, as trustee (including Form of 4.625% Senior Note due 2029). |
| 4.3 |
|
Indenture, dated August 10, 2020, between Calpine Corporation and Wilmington Trust, National Association, as trustee (including Form of 5.000% Senior Note due 2031). |
| 4.4 |
|
Indenture, dated December 20, 2019, among Calpine Corporation, the guarantors party thereto from time to time and Wilmington Trust, National Association, as trustee (including Form of 4.500% Senior Secured Notes due 2028). |
| 4.5 |
|
First Supplemental Indenture, dated August 20, 2025, among Calpine Corporation, the guarantors party thereto and Wilmington Trust, National Association, as trustee. |
| 4.6 |
|
Indenture, dated December 16, 2020, among Calpine Corporation, the guarantors party thereto from time to time and Wilmington Trust, National Association, as trustee (including Form of 3.750% Senior Secured Notes due 2031). |
| 4.7 |
|
First Supplemental Indenture, dated August 20, 2025, among Calpine Corporation, the guarantors party thereto and Wilmington Trust, National Association, as trustee. |
| 10.1** |
|
Registration Rights Agreement, dated January 7, 2026, by and among Constellation Energy Corporation and the parties thereto from time to time. |
| 10.2* |
|
Credit Agreement, dated December 15, 2017, among Calpine Construction Finance Company, L.P., as borrower, the lenders party thereto from time to time, and Credit Suisse AG, Cayman Islands Branch, as administrative agent and collateral agent. |
| 10.3* |
|
Amendment No. 3 to Credit Agreement, dated August 2, 2023, among Calpine Construction Finance Company, L.P., as borrower, the lenders party thereto, and Credit Suisse AG, Cayman Islands Branch, as administrative agent and collateral agent. |
| 10.4* |
|
Amendment No. 4 to Credit Agreement, dated June 6, 2024, among Calpine Construction Finance Company, L.P., as borrower, the lenders party thereto, and Citibank, N.A., as administrative agent and collateral agent. |
| 10.5 |
|
2024 Incremental Term Loan Commitment Supplement, dated September 16, 2024, among Calpine Construction Finance Company, L.P., as borrower, the lenders party thereto, and Citibank, N.A., as administrative agent and collateral agent. |
| 10.6* |
|
Amendment No. 5 to Credit Agreement, dated November 18, 2025, among Calpine Construction Finance Company, L.P., as borrower, the lenders party thereto, and Citibank, N.A., as administrative agent and collateral agent. |
| 10.7* |
|
Credit Agreement, dated June 9, 2020, among Geysers Power Company, LLC, the guarantors party thereto, MUFG Bank, Ltd, as administrative agent, MUFG Union Bank, N.A., as first lien collateral agent, and the lenders and issuing banks parties thereto. |
| 10.8* |
|
Omnibus Amendment Agreement, dated November 9, 2021, among Geysers Power Company, LLC, the guarantors party thereto, MUFG Bank, Ltd, as administrative agent, MUFG Union Bank, N.A., as first lien collateral agent, and the lenders and issuing banks parties thereto. |
| 10.9* |
|
Second Omnibus Amendment Agreement, dated May 31, 2022, among Geysers Power Company, LLC, the guarantors party thereto, MUFG Bank, Ltd, as administrative agent, MUFG Union Bank, N.A., as first lien collateral agent, and the lenders and issuing banks parties thereto. |
| 99.1 |
|
Press release. |
| 101 |
|
Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document |
| 104 |
|
The cover page from this Current Report on Form 8-K, formatted as Inline XBRL |
| * | Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. CEG Parent will furnish the
omitted schedules to the SEC upon request by the SEC. |
| ** | Portions of this exhibit have been redacted in accordance with Item 601(a)(6) of Regulation S-K. |
* * * * *
This combined Current Report on Form 8-K is being
furnished separately by Constellation Energy Corporation and Constellation Energy Generation, LLC, (collectively, the “Registrants”).
Information contained herein relating to one of the Registrants has been furnished by such Registrant on its own behalf. Neither Registrant
makes any representation as to information relating to the other Registrant.
This Current Report on Form 8-K contains certain
forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that are subject to risks and uncertainties.
Words such as “could,” “may,” “expects,” “anticipates,” “will,” “targets,”
“goals,” “projects,” “intends,” “plans,” “believes,” “seeks,”
“estimates,” “predicts,” and variations on such words, and similar expressions that reflect the Registrants’
current views with respect to future events and operational, economic, and financial performance, are intended to identify such forward-looking
statements. These forward-looking statements include, but are not limited to, statements regarding the pro forma combined company and
its operations, strategies, plans, synergies, opportunities and anticipated future performance and capital structure. Information adjusted
for the Mergers should not be considered a forecast of future results. Although the Registrants believe these forward-looking statements
are reasonable, statements made regarding future results are not guarantees of future performance and are subject to numerous assumptions,
uncertainties and risks that are difficult to predict. Forward-looking statements are based on current expectations, estimates and assumptions
that involve a number of risks and uncertainties that could cause actual results to differ materially from those projected.
Actual outcomes and results may differ materially
from the results stated or implied in the forward-looking statements included in this Current Report on Form 8-K due to a number of factors,
including, but not limited to the risk that problems may arise in successfully integrating the businesses of the companies, which may
result in the combined company not operating as effectively and efficiently as expected, and the risk that the combined company may be
unable to achieve synergies or other anticipated benefits of the Mergers or it may take longer than expected to achieve those synergies
or benefits. Other unpredictable or unknown factors not discussed in this Current Report on Form 8-K could also have material adverse
effects on forward-looking statements.
The factors that could cause actual results to
differ materially from the forward-looking statements made by the Registrants include those factors discussed herein, as well as the items
discussed in (1) the Registrants’ 2024 Annual Report on Form 10-K in (a) Part I, ITEM 1A. Risk Factors, (b) Part II, ITEM 7. Management’s
Discussion and Analysis of Financial Condition and Results of Operations, and (c) Part II, ITEM 8. Financial Statements and Supplementary
Data: Note 18, Commitments and Contingencies; (2) the Registrants’ Third Quarter 2025 Quarterly Report on Form 10-Q in (a) Part
II, ITEM 1A. Risk Factors, (b) Part I, ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations,
and (c) Part I, ITEM 1. Financial Statements: Note 14, Commitments and Contingencies; and (3) other factors discussed in filings with
the SEC by the Registrants.
Investors are cautioned not to place undue reliance
on these forward-looking statements, whether written or oral, which apply only as of the date of this Current Report on Form 8-K. Neither
Registrant undertakes any obligation to publicly release any revision to its forward-looking statements to reflect events or circumstances
after the date of this Current Report on Form 8-K.
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, each Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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CONSTELLATION ENERGY CORPORATION |
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|
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/s/ Shane P. Smith |
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Shane P. Smith |
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Executive Vice President and Chief Financial Officer |
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|
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CONSTELLATION ENERGY GENERATION, LLC |
| |
|
| |
/s/ Shane P. Smith |
| |
Shane P. Smith |
| |
Executive Vice President and Chief Financial Officer |
| |
|
January 7, 2026
