Constellation Energy 8-K Filings

Constellation Energy Corporation reports several board leadership changes. Long‑time director Robert Lawless retired from the Board on August 4, 2026. The Board elected President and Chief Executive Officer Joseph (Joe) Dominguez to serve as Chair of the Board, effective the same date.

Charles L. Harrington, Chair of the Corporate Governance Committee, will also serve as Lead Independent Director and receive an additional annual cash retainer of $50,000 for this role. The Board elected Roger Crandall, Chairman, President and CEO of MassMutual, as an independent director effective August 5, 2026, to serve until the 2027 annual meeting of shareholders. Constellation highlights its scale as a Fortune 200 company with 55 gigawatts of generating capacity, enough to power the equivalent of 27 million homes.

Constellation Energy Corporation reported the results of the PJM capacity auction for the 2028-2029 planning year, in which each of its power plants located in the PJM market cleared. The auction results take effect on June 1, 2028.

The company lists total cleared capacity of 18,875 MW, consisting of 15,700 MW of nuclear generation and 3,175 MW of fossil and other units, excluding generation assets held for sale. By zone, cleared nuclear volumes are 9,800 MW in COMED, 4,325 MW in EMAAC, and 1,575 MW in MAAC, with additional fossil and other capacity in COMED, EMAAC, MAAC, BGE, and the RTO. The table shows a capacity price of $325 in each listed zone. Capacity revenues for nuclear units are included in the gross receipts calculation for the federal Production Tax Credit, and related statements are characterized as forward-looking and subject to previously disclosed risks.

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.

Constellation Energy Corporation reported sharply higher first-quarter 2026 results, driven by the Calpine acquisition and strong market conditions. GAAP net income rose to $1.59 billion, or $4.49 per share, from $118 million, or $0.38 per share, a year earlier. Adjusted (non-GAAP) Operating Earnings increased to $2.74 per share from $2.14 per share as the company benefited from the addition of Calpine, favorable stock-based compensation, its nuclear production tax credit portfolio and supportive market conditions, partly offset by more planned nuclear outages.

Operating revenues grew to $11.12 billion from $6.79 billion, reflecting the expanded generation fleet. Management affirmed full-year 2026 Adjusted Operating Earnings guidance of $11.00–$12.00 per share, signaling confidence in earnings visibility. Strategically, Constellation commissioned the 105 MW Pastoria Solar Project, brought the 460 MW Pin Oak Creek natural gas facility to commercial operation, and secured net metering approval to co-locate a large data center at its Freestone site. The company also highlighted its top ranking on Barron’s 2026 “Most Sustainable U.S. Companies” list and continued capital deployment into growth projects and share repurchases while maintaining an investment-grade balance sheet.

Constellation Energy Corporation reported the results of its Annual Meeting of Shareholders held on April 28, 2026. Shareholders elected eleven director nominees to one-year terms, with each receiving more than 230 million votes in favor and significant broker non-vote counts recorded.

Investors also approved, on an advisory basis, the compensation of named executive officers, with 241,593,166 votes for, 13,558,055 against, and 1,279,797 abstentions. The appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm for 2026 was strongly supported, with 285,285,740 votes for and limited opposition.

A shareholder proposal requesting a report assessing the bases for Constellation’s diversity, equity and inclusion initiatives did not pass, receiving 2,969,194 votes for, 251,481,422 against, and 1,980,402 abstentions.

Constellation Energy Corporation filed an amended report to update PricewaterhouseCoopers LLP’s conformed signature on Calpine’s 2025 auditor report and to provide Calpine’s audited and pro forma financials after their merger. Constellation acquired 100% of Calpine for approximately $22 billion, including 50 million new Constellation shares and $4.5 billion in cash, making Calpine an indirect, wholly owned subsidiary.

Calpine generated $14.3 billion in 2025 operating revenue and $1.973 billion in net income, with total assets of $20.3 billion and debt of about $12.5 billion. The filing also highlights Calpine’s 28 GW fleet, growing battery storage portfolio, and detailed financing activity, plus unaudited pro forma results combining Constellation and Calpine.

Constellation Energy is outlining its 2026 business and earnings outlook and long‑term growth plan. The company is initiating 2026 adjusted operating earnings guidance of $11.00–$12.00 per share, based on 361 million diluted shares, and targets 20%+ base EPS growth from 2026–2029. Constellation plans about $3.9 billion of growth capital expenditures at double‑digit returns and has increased its total share repurchase authorization to $5.0 billion, alongside a dividend policy targeting 10% annual growth. Management highlights a roughly 55 GW generation fleet, large nuclear, natural gas and geothermal assets, and expects more than $4.0 billion of free cash flow before growth across 2026–2027 to fund deleveraging, growth projects and capital returns.

Constellation Energy Corporation reported a board change. On March 23, 2026, director Alan Armstrong notified the Board of his resignation from the Board of Directors, and his resignation became effective the same day. The filing does not describe any related financial items or other corporate actions.

Constellation Energy Corporation has completed its acquisition of Calpine, making Calpine an indirect, wholly owned subsidiary. On January 7, 2026, Constellation closed the previously announced merger, with total consideration of approximately $22 billion, consisting of 50 million newly issued Constellation shares and $4.5 billion in cash.

Calpine’s 2025 audited statements show operating revenues of $14.3 billion and net income of $1.97 billion, with a large natural gas and geothermal fleet totaling about 28 GW of capacity. The filing also includes unaudited pro forma condensed combined financials for Constellation and Calpine for 2025, giving investors a view of the combined entity’s performance. Required divestitures in PJM and ERCOT, including several plants such as York 2 and Jack Fusco Energy Center, are noted as part of the regulatory approvals tied to the merger.

Constellation Energy Corporation reported softer GAAP results but higher adjusted performance for 2025 while completing a transformative acquisition. GAAP earnings fell to $7.40 per share from $11.89 in 2024, mainly due to fair value and decommissioning-related items. Adjusted (non-GAAP) operating earnings rose to $9.39 per share from $8.67, reflecting favorable market conditions, higher Illinois banked ZEC revenues and favorable nuclear outages, partly offset by unfavorable nuclear PTC results.

For Q4 2025, GAAP EPS declined to $1.38 from $2.71, while adjusted EPS slipped modestly to $2.30 from $2.44. The company closed its acquisition of Calpine Corporation, expanded data-center agreements including a 380 MW deal with CyrusOne in Texas, and secured $1 billion in DOE loan guarantees to restart the Crane Clean Energy Center under a 20‑year PPA with Microsoft. Constellation also obtained long-term license extensions for its Clinton and Dresden nuclear plants and increased its annual dividend by 10%, declaring a quarterly dividend of $0.4265 per share.

Constellation Energy Corporation filed an amended current report to update information about new director Alan Armstrong. A prior report covered his election to the Board of Directors, effective January 1, 2026, but did not specify his committee assignments.

This amendment states that on February 10, 2026, Mr. Armstrong was appointed to the Board’s Compensation Committee and Nuclear Oversight Committee, clarifying his specific governance roles within the company’s board structure.

Constellation Energy has completed a major debt restructuring tied to its acquisition of Calpine. The company exchanged Calpine’s outstanding notes for new debt issued by Constellation Energy Generation, LLC, keeping the same interest rates and maturity dates. About $2,289,722,000 aggregate principal amount of Calpine notes were tendered, accepted, and then retired and canceled.

The new Constellation notes consist of 4.625% Senior Notes due 2029, 5.000% Senior Notes due February 1, 2031, and 3.750% Senior Secured Notes due March 1, 2031. Interest payment dates and maturities match the original Calpine notes, and the notes are redeemable at Constellation’s option as described in the note forms. Calpine also entered supplemental indentures that remove most restrictive covenants and non‑payment defaults from the old Calpine indentures.

Constellation Energy Corporation and its subsidiary Constellation Energy Generation, LLC report that on January 13, 2026, Constellation Energy Generation issued a press release announcing the expiration of its previously announced exchange offers and consent solicitations for outstanding notes of Calpine Corporation. The press release is filed as Exhibit 99.1 and incorporated by reference. The filing also includes standard forward-looking statements language, noting that actual results related to the Calpine acquisition, including integration, anticipated synergies, and capital structure, may differ materially from current expectations due to various risks and uncertainties.

Constellation Energy Corporation completed its previously announced acquisition of Calpine, making Calpine a wholly owned subsidiary. The merger consideration consisted of 50,000,000 newly issued CEG common shares plus $4.50 billion in cash, minus specified expenses. Former Calpine stockholders now hold approximately 13.8% of CEG’s outstanding common stock.

In connection with closing, CEG entered into a registration rights agreement giving certain former Calpine stockholders demand, piggy-back and shelf rights for their CEG shares, subject to a lock-up that releases half their shares on June 30, 2026 and the rest on June 30, 2027. Calpine remains issuer of multiple unsecured and secured notes with stated coupons between 3.750% and 5.125% and maturities in 2028–2031, and its CCFC and GPC subsidiaries continue to operate large term loan facilities maturing in 2030 and 2029.

Upon closing, CEG promoted Daniel Eggers to Senior Executive Vice President, Finance and Data Economy, and Shane Smith to Executive Vice President, Chief Financial Officer and principal financial officer.

Constellation Energy Corporation reported the results of the PJM capacity auction for the 2027-2028 planning year. All of the company’s power plants located in the PJM market cleared in the auction, meaning they secured commitments to provide capacity when called upon. The auction results become effective on June 1, 2027.

The company’s cleared capacity totaled 17,950 MW across the PJM portfolio, consisting of 15,525 MW of nuclear capacity and 2,425 MW of fossil/other capacity. Key regional subtotals include 9,725 MW in COMED, 6,175 MW in EMAAC, 1,675 MW in MAAC, 350 MW in BGE and 25 MW in the broader RTO category. The table indicates a capacity price of 333 for each listed zone. Capacity revenues for nuclear units are included in the gross receipts calculation for the federal Production Tax Credit.

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.

Constellation Energy Generation, LLC, an affiliate of Constellation Energy Corporation, entered into U.S. Department of Energy–backed loan documents providing a multi-advance term loan facility of up to $1.0 billion. The DOE will guarantee borrowings from the Federal Financing Bank, with proceeds to reimburse eligible costs to restart and repower the 835 MW Christopher M. Crane Clean Energy Center in Pennsylvania.

Constellation can request quarterly advances until the earlier of the facility reaching a $1.0 billion balance or September 15, 2030, with total borrowings capped at eighty percent of eligible project costs. Interest is set at 0.375% per annum above U.S. Treasury yields, payable semi-annually, and principal is due in a bullet payment on November 17, 2055. The loan is currently unsecured, includes DOE-backed recourse to Constellation, features extensive project-related covenants, and allows prepayments subject to a make-whole premium and certain mandatory prepayment triggers such as project abandonment, sale of the plant, or a change of control.

Constellation Energy Corporation announced a Board transition. On November 9, 2025, director Peter Oppenheimer notified the Board of his intent to retire, effective December 31, 2025. The update was disclosed in a Form 8-K under Item 5.02(b) regarding director departures and corporate governance.

The filing lists related exhibit references for Inline XBRL cover page data. No financial results or transactions were included in this disclosure.

Constellation Energy Corporation announced via press release its results for the third quarter ended September 30, 2025, and furnished the materials on a Form 8-K. The press release and earnings attachments are included as Exhibit 99.1, and the earnings call presentation slides are included as Exhibit 99.2. These materials are provided under Items 2.02, 7.01 and 9.01 and are furnished to, but not filed with, the SEC.

The company scheduled a conference call for 10:00 AM ET on November 7, 2025, with access via a registration link on the Investor Relations website; a webcast and archive will also be available there. The report includes forward-looking statements, including references to a proposed transaction with Calpine Corporation, and cautions investors about risks described in the company’s SEC filings.

Constellation Energy Corporation reported a change in its board of directors. On September 23, 2025, the board increased its size to thirteen members and elected Alan Armstrong as a new director, effective January 1, 2026. He will serve until Constellation’s 2026 annual meeting of shareholders.

The board has not yet decided which committee or committees Mr. Armstrong will join. He will receive Constellation’s standard director compensation as previously described in its proxy statement. The company issued a press release about his election on September 29, 2025, which is included as an exhibit to this report.