Constellation Energy (CEG) SVP reports award exercises and share disposals

Rhea-AI Filing Summary

Constellation Energy Corp SVP & Controller Matthew Bauer reported multiple equity award transactions on February 9, 2026. He acquired 8,088 shares of Common Stock through exercises of equity awards granted under the long-term incentive plan, then disposed of 3,444 shares to cover tax obligations and 3,906 shares in a disposition to the issuer at $272.15 per share. Bauer also exercised 1,161 restricted stock units (RSUs) into Common Stock, received a new grant of 910 RSUs, and was granted 6,927 performance shares for the 2023–2025 period, which vested and were converted into an equal number of Common Stock shares.

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^*

Bauer Matthew N

(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)
	SVP & Controller

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		8,088	A	(1)	13,075	D
Common Stock	02/09/2026		F		3,444	D	$272.15	9,631	D
Common Stock	02/09/2026		D		3,906	D	$272.15	5,725	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			1,161	(2)	(2)	Common Stock	1,161(3)	$0	781(3)	D
Restricted Stock Units	(2)	02/09/2026		A		910		(2)	(2)	Common Stock	910	$0	1,691	D
2023-2025 Performance Shares	(4)	02/09/2026		A		6,927		(4)	(4)	Common Stock	6,927	$0	6,927	D
2023-2025 Performance Shares	(4)	02/09/2026		M			6,927	(4)	(4)	Common Stock	6,927	$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 11 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 Matthew Bauer	02/11/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transactions did Constellation Energy (CEG) SVP Matthew Bauer report?

Matthew Bauer reported exercising equity awards for 8,088 Common Stock shares, disposing of 3,444 shares for taxes and 3,906 shares to the issuer at $272.15 per share, plus RSU exercises and a 6,927-share performance award grant and conversion.

How many Constellation Energy (CEG) shares did Matthew Bauer dispose of on February 9, 2026?

On February 9, 2026, Matthew Bauer disposed of 3,444 Common Stock shares to satisfy tax obligations and 3,906 shares in a disposition to the issuer, both at $272.15 per share, following the vesting and exercise of long-term incentive equity awards.

What equity awards did Matthew Bauer receive from Constellation Energy (CEG)?

Matthew Bauer received a grant of 910 restricted stock units and a 6,927-share performance award for the 2023–2025 period. The performance shares vested immediately and were converted into 6,927 Common Stock shares, all under Constellation Energy’s long-term incentive plan.

How do Matthew Bauer’s restricted stock units (RSUs) at Constellation Energy (CEG) vest?

His RSUs vest in one-third increments on the Compensation Committee’s first-quarter meeting dates in the first, second, and third years after grant. Each RSU converts into one Common Stock share and accrues dividend-equivalent RSUs that vest on the same schedule as the underlying award.

What are the terms of Matthew Bauer’s 2023–2025 performance shares at Constellation Energy (CEG)?

The 2023–2025 performance share award was granted based on the Compensation Committee’s assessment of performance for the three-year period. Each performance share converts into one Common Stock share, does not accrue dividends, and the award vests immediately on the grant date.

How many Constellation Energy (CEG) shares did Matthew Bauer hold after his tax-withholding disposition?

After the 3,444-share tax-withholding disposition at $272.15 per share on February 9, 2026, Matthew Bauer directly held 9,631 shares of Constellation Energy Common Stock, reflecting his remaining non-derivative beneficial ownership following that specific transaction.