Constellation Energy (CEG) EVP exercises equity awards and reports share disposals

Rhea-AI Filing Summary

Constellation Energy EVP & Chief Generation Officer Bryan Hanson exercised and received equity awards and reported related share dispositions. On February 9, 2026, he acquired 53,507 shares of common stock through the exercise or conversion of derivative awards, and then disposed of 22,166 shares to cover tax obligations and 26,587 shares in a disposition to the issuer at $272.15 per share. He also exercised 7,331 restricted stock units into common stock, received new grants of 4,972 restricted stock units and 46,176 performance shares, and then converted the 46,176 performance shares into common stock. Following these transactions, he directly owned 65,609 common shares plus 2,204 ESPP shares and held derivative positions including 9,508 restricted stock units.

Insider Trade Summary

53,507 shares exercised/converted

Mixed 8 txns

Insider Hanson Bryan Craig

Role EVP & Chief Generation Officer

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	7,331	$0.00	--
Grant/Award	Restricted Stock Units	4,972	$0.00	--
Grant/Award	2023-2025 Performance Shares	46,176	$0.00	--
Exercise	2023-2025 Performance Shares	46,176	$0.00	--
Exercise	Common Stock	53,507	$0.00	--
Tax Withholding	Common Stock	22,166	$272.15	$6.03M
Disposition	Common Stock	26,587	$272.15	$7.24M
holding	Common Stock (ESPP shares)	--	--	--

Holdings After Transaction: Restricted Stock Units — 4,536 shares (Direct); 2023-2025 Performance Shares — 46,176 shares (Direct); Common Stock — 114,363 shares (Direct); Common Stock (ESPP shares) — 2,204 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 65 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.

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^*

Hanson Bryan Craig

(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 Generation 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		53,507	A	(1)	114,363	D
Common Stock	02/09/2026		F		22,166	D	$272.15	92,197	D
Common Stock	02/09/2026		D		26,587	D	$272.15	65,609	D
Common Stock (ESPP shares)								2,204	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			7,331	(2)	(2)	Common Stock	7,331(3)	$0	4,536(3)	D
Restricted Stock Units	(2)	02/09/2026		A		4,972		(2)	(2)	Common Stock	4,972	$0	9,508	D
2023-2025 Performance Shares	(4)	02/09/2026		A		46,176		(4)	(4)	Common Stock	46,176	$0	46,176	D
2023-2025 Performance Shares	(4)	02/09/2026		M			46,176	(4)	(4)	Common Stock	46,176	$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 65 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 Bryan Hanson	02/11/2026
	** 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 transactions did CEG executive Bryan Hanson report on February 9, 2026?

Bryan Hanson reported exercising equity awards into 53,507 Constellation Energy common shares, plus several restricted stock unit and performance share transactions. He also recorded share dispositions for tax withholding and a disposition to the issuer, while maintaining a substantial direct ownership stake after the activity.

How many Constellation Energy common shares does Bryan Hanson own after these Form 4 transactions?

After the reported transactions, Bryan Hanson directly owns 65,609 Constellation Energy common shares, plus 2,204 shares held through the employee stock purchase plan. These positions reflect net holdings after the tax-withholding disposition and the separate disposition to the issuer at $272.15 per share.

What restricted stock unit awards did Bryan Hanson receive or exercise in this CEG Form 4?

Hanson exercised 7,331 restricted stock units into Constellation Energy common stock and received a new award of 4,972 restricted stock units. These RSUs vest in one-third increments at future Compensation Committee first-quarter meetings and accrue additional RSUs as dividend equivalents that follow the same vesting schedule.

What are the details of Bryan Hanson’s 2023-2025 performance share awards at Constellation Energy?

For the 2023-2025 performance period, Hanson received a performance share award of 46,176 units, determined by the Compensation Committee’s performance assessment. Each performance share equals one common share upon vesting, does not accrue dividends, and this award vested immediately on the grant date and was then converted.

Were any of Bryan Hanson’s CEG share dispositions related to tax withholding?

Yes. The Form 4 shows a disposition of 22,166 Constellation Energy common shares at $272.15 per share coded as “F,” indicating payment of exercise price or tax liabilities by delivering shares. This is distinct from the separate disposition of 26,587 shares to the issuer.

How do Bryan Hanson’s Constellation Energy RSUs vest and accrue dividends?

His restricted stock units vest in one-third increments at first-quarter Compensation Committee meetings in the first three years after grant. Each RSU converts into one common share at vesting and accrues quarterly dividend equivalents in the form of additional RSUs, which vest on the same schedule.