Constellation Energy (NASDAQ: CEG) pairs secondary sale with $558M buyback

Rhea-AI Filing Summary

Constellation Energy Corporation reported a secondary offering of 11,000,000 shares of its common stock by selling shareholders under an underwriting agreement with Morgan Stanley & Co. LLC and J.P. Morgan Securities LLC. The underwriters also received a 30-day option to purchase up to 1,350,000 additional Option Shares from the selling shareholders.

The company did not sell shares in this offering and received no proceeds from it. Separately, Constellation purchased 2,000,000 shares from the underwriters for an aggregate price of approximately $558.0 million under its existing share repurchase program, leaving about $3.5 billion of remaining repurchase authority. The offering and repurchase closed on June 2, 2026.

Insights

Equity capital markets analyst

Constellation combines a secondary sale with a sizable buyback.

Constellation Energy Corporation disclosed that selling shareholders conducted a secondary offering of 11,000,000 common shares, with underwriters holding a 30-day option for up to 1,350,000 additional shares. The company itself did not issue equity or receive cash from this transaction.

Instead, Constellation used its existing repurchase program to buy 2,000,000 of the offered shares from the underwriters for about $558.0 million. After this block repurchase, remaining authorization under the program is approximately $3.5 billion, indicating scope for further buybacks depending on future decisions by the board.

The filing also notes prior lock-up arrangements tied to the Calpine acquisition, with half of related shares scheduled for release on June 30, 2026 and the rest on June 30, 2027. The company waived lock-up terms only for shares included in this offering, keeping the broader lock-up framework otherwise intact.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Secondary shares sold: 11,000,000 shares Underwriters’ option: 1,350,000 shares Share repurchase size: 2,000,000 shares +5 more

8 metrics

Secondary shares sold 11,000,000 shares Common stock sold by selling shareholders in the offering

Underwriters’ option 1,350,000 shares 30-day option for additional Option Shares

Share repurchase size 2,000,000 shares Shares repurchased by company from underwriters

Repurchase amount $558.0 million Aggregate price paid for 2,000,000 repurchased shares

Remaining buyback authorization $3.5 billion Remaining capacity under share repurchase program after this transaction

Lock-up first release June 30, 2026 Scheduled release of one-half of Calpine-related shares

Lock-up final release June 30, 2027 Scheduled release of remaining Calpine-related shares

Closing date June 2, 2026 Closing of offering and share repurchase

Key Terms

Underwriting Agreement, automatic shelf registration statement, Registration Rights Agreement, lock-up, +1 more

5 terms

Underwriting Agreement financial

"entered into an underwriting agreement (the “Underwriting Agreement”) with the selling shareholders"

An underwriting agreement is a contract where a company selling new stocks or bonds hires financial firms to buy those securities and resell them to investors. It matters because the agreement sets the offering price, number of securities, fees and which party bears the risk if sales fall short—think of it as a promise that the sale will happen and a roadmap investors can use to understand how the new securities reach the market.

automatic shelf registration statement regulatory

"filed as part of the Company’s automatic shelf registration statement (File No. 333-292608)"

An automatic shelf registration statement is a pre-approved filing that companies submit to securities regulators, allowing them to sell new shares or bonds quickly and efficiently when needed. It acts like a standing permit, enabling the company to raise money without going through a lengthy approval process each time, which can be helpful for responding promptly to market opportunities or needs. For investors, it provides transparency about the company's ability to raise funds and signals planning flexibility.

Registration Rights Agreement regulatory

"pursuant to the registration rights agreement, dated January 7, 2026 (the “Registration Rights Agreement”)"

A registration rights agreement is a contract that gives investors the option to have their ownership stakes officially registered with the government, making it easier to sell their shares later. This agreement matters because it provides investors with a clearer path to cash out their investments if they choose, offering more liquidity and confidence in their ability to sell their holdings when desired.

lock-up financial

"The Selling Shareholders are subject to a lock-up, subject to certain exceptions"

A lock-up is an agreement that prevents company insiders, early investors or employees from selling their shares for a set period after a public share offering. It matters to investors because it temporarily limits the number of shares available to trade—like a scheduled hold on extra inventory—and when that hold ends a large number of shares can enter the market, potentially putting downward pressure on the stock price and revealing insiders’ confidence in the company.

Option Shares financial

"option to purchase up to 1,350,000 additional shares of Common Stock (the “Option Shares”)"

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Understanding 8-K Material Events →

false 0001868275 0001868275 2026-06-01 2026-06-01 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

	UNITED STATES SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549
	FORM	8-K
	CURRENT REPORT
	Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
	June 1, 2026
	Date of Report (Date of earliest event reported)

Commission File Number		Name of Registrant; State or Other Jurisdiction of Incorporation; Address of Principal Executive Offices; and Telephone Number		IRS Employer Identification Number
001-41137		CONSTELLATION ENERGY CORPORATION		87-1210716
		(a Pennsylvania corporation) 1310 Point Street Baltimore, Maryland 21231-3380 (833) 883-0162

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		Trading Symbol(s)		Name of each exchange on which registered
CONSTELLATION ENERGY CORPORATION:
Common Stock, without par value		CEG		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company 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 the registrant has 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. ¨

Item 8.01. Other Events

On June 1, 2026, Constellation Energy Corporation (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with the selling shareholders named in Schedule I thereto (the “Selling Shareholders”) and Morgan Stanley & Co. LLC and J.P. Morgan Securities LLC (collectively, the “Underwriters”), pursuant to which the Selling Shareholders agreed to sell to the Underwriters, and the Underwriters agreed to purchase from the Selling Shareholders, 11,000,000 shares of common stock, without par value (“Common Stock”), of the Company (such offering, the “Offering”). Under the terms of the Underwriting Agreement, the Selling Shareholders granted the Underwriters a 30-day option to purchase up to 1,350,000 additional shares of Common Stock (the “Option Shares”) from the Selling Shareholders. The Company did not sell any shares of Common Stock in the Offering and did not receive any proceeds from the sale of shares of Common Stock in the Offering.

The Underwriting Agreement also provided for the Company’s purchase from the Underwriters of 2,000,000 shares of Common Stock that were subject to the Offering at a price per share equal to the price at which the Underwriters purchased the shares from the Selling Shareholders in the Offering, for an aggregate purchase price of approximately $558.0 million (the “Share Repurchase”). The Share Repurchase was made pursuant to the Company’s existing share repurchase program. After the completion of the Share Repurchase described above, there is approximately $3.5 billion of remaining authority under the Company’s share repurchase program.

The Offering and the Share Repurchase closed on June 2, 2026.

The Underwriting Agreement contains customary representations and warranties, agreements and obligations, closing conditions, and termination provisions. The Company and the Selling Shareholders have agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”).

The Offering was made pursuant to a prospectus supplement, dated June 1, 2026, and filed with the U.S. Securities and Exchange Commission (the “SEC”) on June 2, 2026, and the base prospectus, dated January 7, 2026, filed as part of the Company’s automatic shelf registration statement (File No. 333-292608) filed with the SEC on January 7, 2026.

The foregoing description of the Underwriting Agreement is not complete and is qualified in its entirety by reference to the full text of such agreement, which is attached as Exhibit 1.1 to this Current Report on Form 8-K and incorporated herein by reference.

Ballard Spahr LLP has issued an opinion, dated June 2, 2026, regarding certain legal matters with respect to the Offering, a copy of which is filed as Exhibit 5.1 hereto.

The Selling Shareholders are subject to a lock-up, subject to certain exceptions, pursuant to the registration rights agreement, dated January 7, 2026 (the “Registration Rights Agreement”), by and among the Company and the parties thereto from time to time (including the Selling Shareholders), with respect to the transfer of the shares of Common Stock received by such Selling Shareholders in connection with the Company’s acquisition of Calpine Corporation, with one-half of such shares scheduled to be released from the lock-up on June 30, 2026, and the remaining one-half of such shares scheduled to be released from the lock-up on June 30, 2027. In connection with the Offering, the Company has waived the lock-up under the Registration Rights Agreement solely with respect to the shares subject to the Offering (including any Option Shares).

This Current Report on Form 8-K does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of any securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. Any offers, solicitations, or offers to buy, or any sales of securities will be made in accordance with the registration requirements of the Securities Act.

Item 9.01. Financial Statements and Exhibits

Exhibit No.		Description
1.1		Underwriting Agreement, dated June 1, 2026, among Constellation Energy Corporation, the selling shareholders named in Schedule I thereto and Morgan Stanley & Co. LLC and J.P. Morgan Securities LLC
5.1		Opinion of Ballard Spahr LLP
23.1		Consent of Ballard Spahr LLP (included in Exhibit 5.1)
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

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

CONSTELLATION ENERGY CORPORATION

/s/ Shane P. Smith

Shane P. Smith

Executive Vice President and Chief Financial Officer

June 2, 2026

FAQ

What share transaction did Constellation Energy (CEG) disclose in this 8-K?

Constellation Energy disclosed a secondary offering of 11,000,000 common shares by selling shareholders, with underwriters granted a 30-day option for up to 1,350,000 additional shares. The company itself did not issue shares or receive proceeds from this offering.

Did Constellation Energy (CEG) receive any cash from the secondary offering?

Constellation Energy did not receive any cash proceeds from the secondary offering. All 11,000,000 shares, and any Option Shares, were sold by existing selling shareholders to the underwriters, so transaction proceeds went to those shareholders rather than the company.

How many shares did Constellation Energy (CEG) repurchase and for how much?

Constellation Energy repurchased 2,000,000 common shares from the underwriters at the same price they paid the selling shareholders. The aggregate repurchase price was approximately $558.0 million, executed under the company’s existing share repurchase program.

What repurchase capacity remains under Constellation Energy’s (CEG) buyback program?

After completing the $558.0 million block repurchase of 2,000,000 shares, Constellation Energy reported approximately $3.5 billion of remaining authorization under its share repurchase program, allowing for additional repurchases if the company chooses to use that capacity later.

What lock-up arrangements affect the selling shareholders in Constellation Energy (CEG)?

Selling shareholders are parties to a registration rights agreement tied to Constellation’s Calpine acquisition. Half of those shares are scheduled for lock-up release on June 30, 2026, and the remaining half on June 30, 2027, with a waiver granted only for shares in this offering.

Under what documents was the Constellation Energy (CEG) offering conducted?

The offering was conducted under an underwriting agreement and made pursuant to a June 1, 2026 prospectus supplement and a January 7, 2026 base prospectus, both filed under Constellation Energy’s automatic shelf registration statement on file with the U.S. Securities and Exchange Commission.

Filing Exhibits & Attachments

5 documents

Other Documents

• EX-1.1 EXHIBIT 1.1 292.5 KB
• EX-5.1 EXHIBIT 5.1 9.2 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.0 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 33.4 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 21.9 KB