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Constellation Energy (CEG) CEO records large equity grants, vesting and share disposals

Filing Impact
(Very High)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Constellation Energy Corp President & CEO Joseph Dominguez reported multiple equity compensation transactions on February 9, 2026. He acquired 191,817 shares of Common Stock through exercises of vested equity awards under the company’s long‑term incentive plan. To cover related obligations, 83,104 shares were disposed of at $272.15 per share for tax withholding and 92,993 shares were disposed of to the issuer at the same price.

Dominguez also reported derivative activity. Restricted stock units converted into 26,904 shares of Common Stock, with RSUs structured to vest in one‑third increments at future Compensation Committee first‑quarter meetings and to accrue dividend‑equivalent RSUs. He received a new grant of 18,189 RSUs. In addition, a 2023‑2025 performance share award of 164,913 shares was granted and immediately vested and was then fully exercised into Common Stock on the same date.

Positive

  • None.

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Insider Dominguez Joseph
Role President & CEO
Type Security Shares Price Value
Exercise Restricted Stock Units 26,904 $0.00 --
Grant/Award Restricted Stock Units 18,189 $0.00 --
Grant/Award 2023-2025 Performance Shares 164,913 $0.00 --
Exercise 2023-2025 Performance Shares 164,913 $0.00 --
Exercise Common Stock 191,817 $0.00 --
Tax Withholding Common Stock 83,104 $272.15 $22.62M
Disposition Common Stock 92,993 $272.15 $25.31M
Holdings After Transaction: Restricted Stock Units — 17,525 shares (Direct); 2023-2025 Performance Shares — 164,913 shares (Direct); Common Stock — 297,457 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. The RSU award acquired approximately 244 additional shares through automatic dividend reinvestment since February 10, 2025. 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.
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
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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*
Dominguez Joseph

(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)
X Director 10% Owner
X Officer (give title below) Other (specify below)
President & CEO
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 191,817 A (1) 297,457 D
Common Stock 02/09/2026 F 83,104 D $272.15 214,353 D
Common Stock 02/09/2026 D 92,993 D $272.15 121,360 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 26,904 (2) (2) Common Stock 26,904(3) $0 17,525(3) D
Restricted Stock Units (2) 02/09/2026 A 18,189 (2) (2) Common Stock 18,189 $0 35,714 D
2023-2025 Performance Shares (4) 02/09/2026 A 164,913 (4) (4) Common Stock 164,913 $0 164,913 D
2023-2025 Performance Shares (4) 02/09/2026 M 164,913 (4) (4) Common Stock 164,913 $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 244 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 Joseph Dominguez 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).
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FAQ

What insider transactions did CEG CEO Joseph Dominguez report on February 9, 2026?

Joseph Dominguez reported equity compensation activity on February 9, 2026, including exercises of vested awards, tax-related share dispositions, and new grants. These transactions involved Common Stock, restricted stock units, and 2023-2025 performance shares under Constellation Energy’s long-term incentive plan.

How many Constellation Energy (CEG) shares did the CEO acquire through equity award exercises?

Dominguez acquired 191,817 shares of Constellation Energy Common Stock through exercises of vested equity awards. These awards were granted under the company’s Long-term Incentive Plan, reflecting conversion of derivative securities into directly owned shares on February 9, 2026.

What share disposals did the CEG CEO report, and at what price?

The CEO reported disposing of 83,104 shares for tax withholding and 92,993 shares in a disposition to the issuer. Both disposals were reported at a price of $272.15 per share, following exercises and vesting of equity awards on February 9, 2026.

What new restricted stock units did Constellation Energy’s CEO receive?

Dominguez received a grant of 18,189 restricted stock units. These RSUs vest in one-third increments at the Compensation Committee’s first-quarter meetings over three years, accrue dividend-equivalent RSUs, and each unit represents the right to receive one share of Common Stock upon vesting.

How do the Constellation Energy (CEG) RSUs held by the CEO vest and accrue dividends?

The RSUs vest in one-third increments at the Compensation Committee’s first-quarter meetings in the first, second, and third years after grant. They accrue quarterly dividend equivalents as additional RSUs, mirroring common stock dividends approved by the board, and vest on the same schedule.

What are the 2023–2025 performance shares reported by the CEG CEO?

The 2023–2025 performance share award covers a three-year performance period and was granted based on Compensation Committee performance determinations. It comprised 164,913 performance shares, each exchangeable for one share of Common Stock, and the award vested immediately on the grant date.

Did Constellation Energy’s CEO still hold performance shares after the reported transactions?

After the reported activity, Dominguez held zero 2023–2025 performance shares. The 164,913 performance shares were granted, vested immediately, and then fully exercised or converted into Common Stock on February 9, 2026, leaving no remaining performance share balance.