What are the details of the 2023–2025 performance share awards in this CEG Form 4?

The filing shows a 29,439-share performance award for the 2023–2025 period, granted under the long-term incentive plan. The award was determined by the Compensation Committee based on performance, does not accrue dividends, and vested immediately on the grant date, converting into Common Stock.

Constellation Energy (CEG) EVP details equity grants and share disposals

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(Neutral)

Form Type

Rhea-AI Filing Summary

Constellation Energy Corp EVP & Chief Commercial Officer James McHugh reported multiple equity award transactions dated February 9, 2026. He acquired 34,537 shares of Common Stock through exercises of vested awards under the long-term incentive plan, bringing his direct Common Stock holdings to 88,661 shares before related dispositions.

On the same date, 14,136 shares were disposed of at $272.15 per share to satisfy tax obligations, and 16,940 shares were disposed of to the issuer, leaving 57,585 Common shares directly owned. Derivative activity included exercising 5,098 restricted stock units, a new grant of 4,851 RSUs, and a 29,439-share performance share award that was granted and fully vested for the 2023–2025 performance period.

Insider Trade Summary

Net Buyer: 3,461 shares

Net Buy 7 txns

Insider MCHUGH JAMES

Role EVP & Chief Commercial Officer

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	5,098	$0.00	$0.00
Grant/Award	Restricted Stock Units	4,851	$0.00	$0.00
Grant/Award	2023-2025 Performance Shares	29,439	$0.00	$0.00
Exercise	2023-2025 Performance Shares	29,439	$0.00	$0.00
Exercise	Common Stock	34,537	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	14,136	$272.15	$3.85M
Disposition	Common Stock	16,940	$272.15	$4.61M

Holdings After Transaction: Restricted Stock Units — 8,461 shares (Direct); 2023-2025 Performance Shares — 0 shares (Direct); Common Stock — 57,585 shares (Direct)

Footnotes (4)

F1. Shares of Common Stock acquired from vested equity awards granted under the Issuer's Long-term Incentive Plan ("LTIP").
F2. 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.
F3. The RSU award acquired approximately 48 additional shares through automatic dividend reinvestment since February 10, 2025.
F4. 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.

FAQ

What did CEG executive James McHugh report in this Form 4?

James McHugh reported exercises and grants of equity awards and related share dispositions on February 9, 2026. He acquired 34,537 Constellation Energy Common shares from vested awards and reported new restricted stock unit and performance share activity under the company’s long-term incentive plan.

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

After the reported February 9, 2026 transactions, James McHugh directly owns 57,585 shares of Constellation Energy Common Stock. This reflects equity award exercises, tax-related share dispositions, and a disposition to the issuer, as disclosed in the non-derivative transaction table.

Were any Constellation Energy shares sold to cover taxes in this filing?

Yes. The filing shows a disposition of 14,136 shares of Constellation Energy Common Stock at $272.15 per share coded "F". That code indicates shares were delivered to satisfy exercise price or tax liability associated with the equity award exercises.

What restricted stock unit (RSU) activity did CEG report for McHugh?

McHugh exercised 5,098 restricted stock units into Common Stock and received a new award of 4,851 RSUs on February 9, 2026. The RSUs vest in one‑third increments tied to future Compensation Committee first‑quarter meetings and accrue dividend equivalents as additional RSUs.

Did James McHugh receive new Constellation Energy equity awards in this period?

Yes. On February 9, 2026 he received 4,851 new restricted stock units and a 29,439-share performance share award. Both were granted under Constellation Energy’s long-term incentive plan, with the performance award linked to the 2023–2025 performance period and vesting immediately.

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Accepted by SEC EDGAR 02/11/2026 - 06:13 PM

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

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

MCHUGH JAMES

(Last)

(First)

(Middle)

1310 POINT STREET

(Street)

BALTIMORE

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 Commercial 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/09/2026		M		34,537	A	⁽¹⁾	88,661	D
Common Stock	02/09/2026		F		14,136	D	$272.15	74,525	D
Common Stock	02/09/2026		D		16,940	D	$272.15	57,585	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽²⁾	02/09/2026		M			5,098	⁽²⁾	⁽²⁾	Common Stock	5,098⁽³⁾	$0	3,610⁽³⁾	D
Restricted Stock Units	⁽²⁾	02/09/2026		A		4,851		⁽²⁾	⁽²⁾	Common Stock	4,851	$0	8,461	D
2023-2025 Performance Shares	⁽⁴⁾	02/09/2026		A		29,439		⁽⁴⁾	⁽⁴⁾	Common Stock	29,439	$0	29,439	D
2023-2025 Performance Shares	⁽⁴⁾	02/09/2026		M			29,439	⁽⁴⁾	⁽⁴⁾	Common Stock	29,439	$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 48 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 James McHugh	02/11/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR