Constellation Energy Corp (CEG) CFO logs award exercises, tax share disposals

Rhea-AI Filing Summary

Constellation Energy Corp EVP & CFO Daniel L. Eggers reported multiple equity award transactions on Common Stock and related units. He acquired 44,601 shares of Common Stock through exercises of vested equity awards under the long-term incentive plan, then disposed of 21,348 shares at $272.15 per share to cover tax obligations and a further 19,326 shares at $272.15 per share in a disposition to the issuer, leaving 32,967 Common shares held directly.

On the derivative side, he exercised 6,670 restricted stock units and received a new grant of 4,972 restricted stock units, ending with 9,627 RSUs held directly. He also received a 37,931-share performance share award for the 2023–2025 period, which vested immediately and was fully converted into Common Stock.

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^*

Eggers Daniel L.

(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 & CFO

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		44,601	A	(1)	73,641	D
Common Stock	02/09/2026		F		21,348	D	$272.15	52,293	D
Common Stock	02/09/2026		D		19,326	D	$272.15	32,967	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			6,670	(2)	(2)	Common Stock	6,670(3)	$0	4,655(3)	D
Restricted Stock Units	(2)	02/09/2026		A		4,972		(2)	(2)	Common Stock	4,972	$0	9,627	D
2023-2025 Performance Shares	(4)	02/09/2026		A		37,931		(4)	(4)	Common Stock	37,931	$0	37,931	D
2023-2025 Performance Shares	(4)	02/09/2026		M			37,931	(4)	(4)	Common Stock	37,931	$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. The RSU award acquired approximately 62 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.

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

What did Constellation Energy (CEG) EVP & CFO Daniel Eggers do in this Form 4?

Daniel L. Eggers reported equity compensation activity, not an open-market trade. He exercised vested awards for 44,601 Common shares, then disposed of some shares to cover taxes and via an issuer disposition, while also receiving new restricted stock unit and performance share awards.

How many Constellation Energy (CEG) Common shares does Daniel Eggers hold after these transactions?

After the reported transactions, Daniel L. Eggers directly holds 32,967 shares of Constellation Energy Common Stock. This figure reflects exercises of vested awards and subsequent tax-withholding and issuer dispositions recorded at a price of $272.15 per share for the disposed shares.

Were Daniel Eggers’ Constellation Energy (CEG) transactions open-market buys or sells?

The filing shows no open-market buying or selling. Common Stock dispositions used code F for tax-withholding and code D for a disposition to the issuer, both at $272.15 per share, tied to the exercise and settlement of equity awards rather than discretionary market trades.

What restricted stock unit (RSU) activity did Daniel Eggers report for Constellation Energy (CEG)?

He exercised 6,670 RSUs into Common Stock and received a new grant of 4,972 RSUs. After these transactions, he directly holds 9,627 RSUs, which vest in one-third increments at future first-quarter Compensation Committee meetings, accruing additional RSUs via dividend equivalents.

What are the 2023–2025 performance shares reported by Daniel Eggers at Constellation Energy (CEG)?

Eggers was granted 37,931 performance shares for the 2023–2025 period under the long-term incentive plan. Each performance share equals one Common share. The award vested immediately on the grant date based on the Compensation Committee’s performance determination and was fully converted into Common Stock.

At what price were Constellation Energy (CEG) shares disposed of in Daniel Eggers’ Form 4?

Dispositions of Common Stock tied to the equity award settlements were recorded at $272.15 per share. This price applied both to 21,348 shares used for tax withholding and 19,326 shares disposed of to the issuer, as disclosed in the non-derivative transaction table.