[8-K] Constellation Energy Corp Reports Material Event

Rhea-AI Filing Summary

Constellation Energy Corporation reported senior leadership changes that will take effect when its planned acquisition of Calpine Corporation closes, which is expected in the fourth quarter of 2025, subject to Department of Justice clearance and other customary conditions. At that time, current Executive Vice President and Chief Financial Officer Daniel Eggers will become Senior Executive Vice President, Finance and Data Economy, and will no longer serve as CFO. Shane Smith, currently Senior Vice President, Treasury and Credit, will be promoted to Executive Vice President and Chief Financial Officer, with an annual base salary of $725,000, an annual incentive target equal to 85% of base salary, and a long-term incentive target valued at $2,500,000 under the 2022 Long-Term Incentive Plan. Kathleen Barrón plans to retire in mid-2026 and, at the Effective Time, will move from Executive Vice President and Chief Strategy and Growth Officer to Executive Vice President and Senior Advisor to the CEO. A press release with further details is included as an exhibit.

Insights

Corporate Governance and M&A Analyst

Leadership reshuffle tied to Calpine acquisition; CFO role transitions with defined pay, impact appears operationally meaningful but strategically neutral.

The filing links several senior leadership moves directly to the closing of the planned acquisition of Calpine Corporation. At the Effective Time, the current CFO, Daniel Eggers, will shift into a broader role as Senior Executive Vice President, Finance and Data Economy, while Shane Smith moves from treasury and credit into the Executive Vice President and Chief Financial Officer position. This aligns the finance function with an expanded platform that will include Calpine and emphasizes both balance sheet management and data-focused activities.

The new CFO’s disclosed pay package is typical for a top finance role at a large public company: an annual base salary of $725,000, an annual incentive target equal to 85% of base salary, and a long-term incentive target of $2,500,000 under the 2022 Long-Term Incentive Plan. These components tie a substantial portion of total compensation to performance and equity-linked metrics, which helps align senior finance leadership with company outcomes following the acquisition. The precise performance conditions are not described here, so the detailed incentive structure remains unclear.

Kathleen Barrón will retire in mid-2026 and, at closing, will move from Executive Vice President and Chief Strategy and Growth Officer to Executive Vice President and Senior Advisor to the CEO. This indicates an orderly succession for strategy leadership during and after integration of Calpine. The acquisition is expected to close in the fourth quarter of 2025, subject to Department of Justice clearance and other customary closing conditions, so a key item to watch is whether these conditions are satisfied and the transaction actually reaches the Effective Time that triggers the leadership changes.

Pennsylvania1310 Point StreetBaltimoreMaryland21231-3380(833)883-0162☐0001868275False00018682752025-11-212025-11-21

			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
			November 21, 2025
			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. ☐

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.

On November 21, 2025, Constellation Energy Corporation (“Constellation”) announced certain changes in senior leadership, to be effective upon the closing (the “Effective Time”) of the Company’s acquisition of Calpine Corporation (“Calpine”), which is expected to close in the fourth quarter of 2025, subject to clearance by the Department of Justice and other customary closing conditions.

At the Effective Time, Daniel Eggers, Executive Vice President and Chief Financial Officer will be promoted to Senior Executive Vice President, Finance and Data Economy, and will no longer serve as Chief Financial Officer. Shane Smith, Senior Vice President, Treasury and Credit, will be promoted to Executive Vice President and Chief Financial Officer. 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. Kathleen Barrón has announced that she will retire from Constellation in mid-2026 and at the Effective Time will transition from her current role as Executive Vice President and Chief Strategy and Growth Officer to Executive Vice President and Senior Advisor to the Constellation Chief Executive Officer. A copy of the press release announcing these and other changes to Constellation senior leadership, issued on November 21, 2025, is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Section 9 - Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.						Description
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 the 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/ Arden T. Phillips

Arden T. Phillips

Vice President, Deputy General Counsel and Corporate Secretary

November 21, 2025

EXHIBIT INDEX

Exhibit No.						Description
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 the Current Report on Form 8-K, formatted as Inline XBRL.

FAQ

What leadership changes did Constellation Energy (CEG) announce in this 8-K?

Constellation Energy announced that, at the closing of its acquisition of Calpine, Daniel Eggers will become Senior Executive Vice President, Finance and Data Economy, Shane Smith will become Executive Vice President and Chief Financial Officer, and Kathleen Barrón will transition to Executive Vice President and Senior Advisor to the CEO.

When will the Constellation Energy and Calpine leadership changes become effective?

The leadership changes will become effective at the closing of Constellation Energy's acquisition of Calpine Corporation, referred to as the Effective Time, which is expected to occur in the fourth quarter of 2025, subject to Department of Justice clearance and other customary closing conditions.

Who will be the new Chief Financial Officer of Constellation Energy (CEG)?

Shane Smith, currently Senior Vice President, Treasury and Credit, will be promoted to Executive Vice President and Chief Financial Officer of Constellation Energy at the Effective Time of the Calpine acquisition.

What are the key compensation terms for Constellation Energy’s incoming CFO Shane Smith?

Shane Smith's compensation includes an annual base salary of $725,000, an annual incentive program target of 85% of his base salary, and a long-term incentive target valued at $2,500,000, consistent with Constellation Energy Corporation's 2022 Long-Term Incentive Plan.

What role will Daniel Eggers have after the Constellation–Calpine transaction closes?

After the transaction closes, Daniel Eggers will serve as Senior Executive Vice President, Finance and Data Economy of Constellation Energy and will no longer hold the title of Chief Financial Officer.

What are the plans for Kathleen Barrón’s role and retirement at Constellation Energy?

Kathleen Barrón has announced that she will retire from Constellation Energy in mid-2026. At the Effective Time of the Calpine acquisition, she will move from Executive Vice President and Chief Strategy and Growth Officer to Executive Vice President and Senior Advisor to the CEO.

Where can investors find more details on Constellation Energy’s leadership changes related to the Calpine acquisition?

More details are provided in the press release dated November 21, 2025, which is included as Exhibit 99.1 to this report and incorporated by reference.