Constellation Energy (CEG) CFO reports new RSUs, performance shares and stock disposals

Rhea-AI Filing Summary

Constellation Energy EVP & CFO Shane Patrick Smith reported multiple equity transactions on February 9, 2026 involving common stock, restricted stock units (RSUs), and performance shares granted under the company’s long-term incentive plan.

He acquired 5,243 shares of common stock through exercises of equity awards and then disposed of 2,048 shares to cover tax obligations at $272.15 per share and 1,377 shares in a disposition to the issuer at $272.15 per share, leaving 3,685 common shares directly owned.

On the derivative side, he exercised 707 RSUs into common stock, received a new grant of 3,032 RSUs, and was awarded 4,535 performance shares for the 2023–2025 period, which vested immediately and were fully converted into common stock. After these transactions he directly held 3,462 RSUs and 4,535 performance shares.

Insider Trade Summary

5,242 shares exercised/converted

Mixed 7 txns

Insider Smith Shane Patrick

Role EVP & Chief Financial Officer

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	707	$0.00	--
Grant/Award	Restricted Stock Units	3,032	$0.00	--
Grant/Award	2023-2025 Performance Shares	4,535	$0.00	--
Exercise	2023-2025 Performance Shares	4,535	$0.00	--
Exercise	Common Stock	5,243	$0.00	--
Tax Withholding	Common Stock	2,048	$272.15	$557K
Disposition	Common Stock	1,377	$272.15	$375K

Holdings After Transaction: Restricted Stock Units — 430 shares (Direct); 2023-2025 Performance Shares — 4,535 shares (Direct); Common Stock — 7,110 shares (Direct)

Footnotes (1)

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

Form 4 Insider Transactions: What Each Field Means →

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

OMB APPROVAL

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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^*

Smith Shane Patrick

(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 Financial 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		5,243	A	(1)	7,110	D
Common Stock	02/09/2026		F		2,048	D	$272.15	5,062	D
Common Stock	02/09/2026		D		1,377	D	$272.15	3,685	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			707	(2)	(2)	Common Stock	707	$0	430	D
Restricted Stock Units	(2)	02/09/2026		A		3,032		(2)	(2)	Common Stock	3,032	$0	3,462	D
2023-2025 Performance Shares	(3)	02/09/2026		A		4,535		(3)	(3)	Common Stock	4,535	$0	4,535	D
2023-2025 Performance Shares	(3)	02/09/2026		M			4,535	(3)	(3)	Common Stock	4,535	$0	0	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. 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.

	/s/ Brian Buck, Attorney-in-Fact for Shane Smith	02/11/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transactions did Constellation Energy (CEG) CFO report on February 9, 2026?

Constellation Energy’s EVP & CFO Shane Patrick Smith reported exercises of equity awards, tax-related share dispositions, an issuer disposition, new restricted stock unit grants, and new performance share awards, all dated February 9, 2026, under the company’s long-term incentive plan.

How many Constellation Energy common shares does the CFO directly own after these Form 4 transactions?

After the reported transactions, Shane Patrick Smith directly owns 3,685 shares of Constellation Energy common stock. This reflects equity award exercises, tax-withholding dispositions, and a disposition to the issuer, all occurring on February 9, 2026.

What restricted stock unit (RSU) activity did the Constellation Energy CFO report?

Shane Patrick Smith exercised 707 restricted stock units into common stock and received a grant of 3,032 new RSUs, all on February 9, 2026. Following these transactions, he directly holds 3,462 RSUs linked to Constellation Energy common stock.

What performance share awards were reported by Constellation Energy’s CFO for the 2023–2025 period?

The CFO reported a 2023–2025 performance share award of 4,535 units granted under the long-term incentive plan. Each performance share represents one share of common stock, vested immediately on the grant date, and does not accrue quarterly dividends.

How were tax obligations handled in the Constellation Energy CFO’s February 2026 equity transactions?

To satisfy tax obligations related to equity awards, the CFO disposed of 2,048 shares of Constellation Energy common stock at a price of $272.15 per share. This tax-withholding disposition is coded as transaction type “F” in the Form 4.

What does the Form 4 reveal about the Constellation Energy CFO’s use of the long-term incentive plan?

The Form 4 shows the CFO using the long-term incentive plan through exercises of vested equity awards, receipt of new RSU grants, and a performance share award covering 2023–2025, all settled in common stock according to the plan’s terms.