Merger grants Constellation (NASDAQ: CEG) executive 298,853 new shares

Rhea-AI Filing Summary

Constellation Energy Corp executive Andrew R. Novotny reported receiving 298,853 shares of Constellation common stock on January 7, 2026. The Form 4 shows these shares as an acquisition at a price of $0.00 per share, held directly after the transaction.

The shares were issued in connection with the consummation of mergers and an internal reorganization under a Merger Agreement involving Constellation and Calpine Corporation. Each Calpine common share held by Novotny was converted into a mix of cash and Constellation stock, with cash paid instead of any fractional Constellation shares. The 298,853 Constellation shares are subject to restrictions, including lock-up agreements and time-based vesting conditions.

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^*

Novotny Andrew R.

(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)
	See Remarks

3. Date of Earliest Transaction (Month/Day/Year)
01/07/2026

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	01/07/2026		A(1)		298,853(2)	A	(1)	298,853	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

Explanation of Responses:

1. On January 7, 2026, upon consummation of the mergers and internal reorganization set forth in the Agreement and Plan of Merger, dated as of January 10, 2025 (the "Merger Agreement"), by and among the Issuer, Calpine Corporation, a Delaware corporation ("Calpine"), various direct and indirect wholly owned subsidiaries of each of the Issuer and Calpine, and a representative of the stockholders of Calpine, Calpine became an indirect, wholly owned subsidiary of the Issuer. In connection therewith, each common share of Calpine held by the reporting person was converted into the right to receive the Per Share Cash Consideration and Per Share Stock Consideration, each as defined in the Merger Agreement, with cash paid in lieu of any fractional share of the Issuer's Common Stock payable under the Per Share Stock Consideration.

2. These shares of Common Stock are subject to various restrictions, including lock-up agreements and time-based vesting conditions.

Remarks:

Senior Executive Vice President, Constellation Power Operations, and President and CEO of Calpine

	/s/ Brian Buck, Attorney-in-Fact for Andrew Novotny	01/09/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did Constellation Energy (CEG) report for Andrew Novotny?

The filing reports that Andrew R. Novotny acquired 298,853 shares of Constellation Energy common stock on January 7, 2026, recorded as a direct holding.

At what price were the 298,853 Constellation Energy (CEG) shares acquired?

The Form 4 shows that the 298,853 common shares were acquired at a stated price of $0.00 per share, reflecting issuance in connection with a merger rather than an open-market purchase.

How is the Calpine merger related to this Constellation Energy (CEG) Form 4?

The filing explains that on January 7, 2026, mergers and an internal reorganization under a Merger Agreement made Calpine an indirect, wholly owned subsidiary of Constellation. Each Calpine common share held by Novotny was converted into cash and Constellation stock, leading to the reported share issuance.

Are the newly acquired Constellation Energy (CEG) shares freely tradable?

No. The Form 4 notes that the 298,853 shares of Constellation common stock are subject to various restrictions, including lock-up agreements and time-based vesting conditions.

What is Andrew Novotny’s role at Constellation Energy (CEG) and Calpine?

The remarks state that Novotny is Senior Executive Vice President, Constellation Power Operations, and President and CEO of Calpine.

How many Constellation Energy (CEG) shares does Andrew Novotny own after this transaction?

After the reported transaction, Novotny beneficially owns 298,853 shares of Constellation common stock, all shown as held directly.