Constellation Energy (CEG) EVP adds stock through awards and tax share disposals

Rhea-AI Filing Summary

Constellation Energy Corp executive Michael Koehler reported several equity award transactions and related share movements. On February 9, 2026, he received 1,941 restricted stock units (RSUs) and a 2023–2025 performance share award of 21,274 units under the company’s long-term incentive plan, then immediately converted the performance shares and other RSUs into a total of 24,650 shares of common stock. Some of these shares were delivered back to the issuer or withheld to cover taxes.

On March 1, 2026, Koehler received an additional 6,063 RSUs that cliff vest on March 1, 2029, and previously granted RSUs vested and were converted into 19,405 shares of common stock. Shares were again withheld for tax liabilities. After these transactions, he directly owned 53,289 shares of Constellation Energy common stock, along with multiple RSU awards that settle in stock over time and accrue dividend equivalents as described.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Koehler Michael

(Last) (First) (Middle)

1310 POINT STREET

(Street)

BALTIMORE MD 21231

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Constellation Energy Corp [ CEG ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP & Chief Admin Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/09/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/09/2026		M		24,650	A	(1)	63,667	D
Common Stock	02/09/2026		F		9,202	D	$272.15	54,465	D
Common Stock	02/09/2026		D		12,920	D	$272.15	41,544	D
Common Stock	03/01/2026		M		19,405	A	(1)	60,949	D
Common Stock	03/01/2026		F		7,660	D	$329.88	53,289	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(2)	02/09/2026		M			3,376	(2)	(2)	Common Stock	3,376(3)	$0	2,128(3)	D
Restricted Stock Units	(2)	02/09/2026		A		1,941		(2)	(2)	Common Stock	1,941	$0	4,069	D
2023-2025 Performance Shares	(4)	02/09/2026		A		21,274		(4)	(4)	Common Stock	21,274	$0	21,274	D
2023-2025 Performance Shares	(4)	02/09/2026		M			21,274	(4)	(4)	Common Stock	21,274	$0	0	D
Restricted Stock Units	(5)	03/01/2026		A		6,063		(5)	(5)	Common Stock	6,063	$0	6,063	D
Restricted Stock Units	(6)	03/01/2026		M			19,405	(6)	(6)	Common Stock	19,405(7)	$0	0(7)	D

Explanation of Responses:

1. Shares of Common Stock acquired from vested equity awards granted under the Issuer's Long-term Incentive Plan ("LTIP").

2. Restricted stock units ("RSUs") vest in 1/3 increments on the dates of the Compensation Committee's first-quarter meetings held in the first, second, and third years after the grant date. Each RSU represents the right to receive one share of Common Stock upon vesting, and does not expire. These RSUs accrue quarterly dividend equivalents in the form of additional RSUs representing common stock dividends as approved by the Issuer's board of directors, which vest on the same schedule as the underlying RSU award.

3. The RSU award acquired approximately 30 additional shares through automatic dividend reinvestment since February 10, 2025.

4. Performance share award granted under the LTIP for the three-year performance period referenced in Column 1 based upon the Compensation Committee's determination of performance achieved for the period. Each performance share represents the right to receive one share of Common Stock upon vesting. These performance shares do not accrue quarterly dividends. Performance share award vests immediately on the grant date.

5. RSUs cliff vest on March 1, 2029. Each RSU represents the right to receive one share of Common Stock upon vesting, and does not expire. These RSUs accrue quarterly dividend equivalents in the form of additional RSUs representing common stock dividends as approved by the Issuer's board of directors, which vest on the same schedule as the underlying RSU award.

6. RSUs cliff vested on March 1, 2026. Each RSU represents the right to receive one share of Common Stock upon vesting, and does not expire. These RSUs accrue quarterly dividend equivalents in the form of additional RSUs representing common stock dividends as approved by the Issuer's board of directors, which vest on the same schedule as the underlying RSU award.

7. The RSU award acquired approximately 572 additional shares through automatic dividend reinvestment.

	/s/ Brian Buck, Attorney-in-Fact for Michael Koehler	03/02/2026
	** Signature of Reporting Person	Date
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FAQ

What did Constellation Energy (CEG) executive Michael Koehler report in this Form 4?

Michael Koehler reported equity awards, conversions, and related share dispositions. He received RSUs and performance shares, converted them into common stock, and had shares withheld or returned to the issuer, primarily to satisfy tax obligations tied to these long-term incentive awards.

How many Constellation Energy (CEG) shares does Michael Koehler own after these transactions?

After the reported transactions, Michael Koehler directly owns 53,289 shares of Constellation Energy common stock. This figure reflects exercises of equity awards and shares delivered or withheld for taxes and issuer-related dispositions during February and March 2026.

What new restricted stock units did Michael Koehler receive from Constellation Energy (CEG)?

Koehler received 1,941 restricted stock units on February 9, 2026 and 6,063 restricted stock units on March 1, 2026. These RSUs were granted under Constellation Energy’s long-term incentive plan and each unit represents the right to receive one share of common stock upon vesting.

What are the terms of Michael Koehler’s 6,063 Constellation Energy (CEG) RSUs granted in March 2026?

The 6,063 RSUs granted on March 1, 2026 cliff vest on March 1, 2029. Each RSU converts into one share of common stock at vesting and accrues quarterly dividend equivalents as additional RSUs that follow the same vesting schedule as the underlying award.

How were Constellation Energy (CEG) performance shares used in Michael Koehler’s Form 4?

Koehler was granted 21,274 performance shares for the 2023–2025 period based on the compensation committee’s performance determination. Each performance share represented one future share of common stock and vested immediately, then was fully converted into common stock in a same-day derivative exercise transaction.

Were any of Michael Koehler’s Constellation Energy (CEG) shares sold on the open market?

The reported dispositions are labeled as tax-withholding transactions and a disposition to the issuer. Shares were delivered back to Constellation Energy or withheld to cover tax liabilities and exercise-related payments, rather than reported as open-market purchases or sales.