Constellation Energy (CEG) EVP Dardis exercises awards and disposes shares

Rhea-AI Filing Summary

Constellation Energy EVP & General Counsel David O. Dardis reported multiple equity award transactions dated February 9, 2026. He acquired 31,011 shares of Common Stock through exercises of vested equity awards, then had 14,682 shares withheld to cover taxes and disposed of 13,444 shares back to the issuer at $272.15 per share. Following these transactions, he directly owned 27,803 shares of Common Stock. Dardis also exercised 4,623 restricted stock units into Common Stock, leaving 3,247 restricted stock units outstanding, received a new grant of 3,638 restricted stock units, and was granted 26,387 performance shares for the 2023–2025 performance period, which were then fully converted into Common Stock.

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^*

Dardis David O.

(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 & General Counsel

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		31,011	A	(1)	55,930	D
Common Stock	02/09/2026		F		14,682	D	$272.15	41,248	D
Common Stock	02/09/2026		D		13,444	D	$272.15	27,803	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			4,623	(2)	(2)	Common Stock	4,623(3)	$0	3,247(3)	D
Restricted Stock Units	(2)	02/09/2026		A		3,638		(2)	(2)	Common Stock	3,638	$0	6,885	D
2023-2025 Performance Shares	(4)	02/09/2026		A		26,387		(4)	(4)	Common Stock	26,387	$0	26,387	D
2023-2025 Performance Shares	(4)	02/09/2026		M			26,387	(4)	(4)	Common Stock	26,387	$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 43 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 David Dardis	02/11/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transactions did CEG executive David Dardis report on February 9, 2026?

David O. Dardis reported equity award exercises and related share dispositions on February 9, 2026. He acquired 31,011 Constellation Energy Common Stock shares from vested awards, then had shares withheld for taxes and disposed of additional shares back to the issuer at $272.15 per share.

How many Constellation Energy shares does David Dardis own after this Form 4?

After the reported transactions, David O. Dardis directly owns 27,803 shares of Constellation Energy Common Stock. This figure reflects equity award exercises, tax-withholding dispositions, and a disposition to the issuer, all completed on February 9, 2026, as shown in the Form 4 tables.

Were the CEG share dispositions by David Dardis open-market sales?

The reported dispositions were not open-market sales. The Form 4 shows 14,682 shares used for tax withholding (code F) and 13,444 shares disposed of to the issuer (code D), both at $272.15 per share, tied to equity award vesting and exercises rather than discretionary market selling.

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

Dardis exercised 4,623 restricted stock units into Common Stock and received a new grant of 3,638 RSUs. After these transactions, he held 6,885 RSUs. The footnotes state RSUs vest in one-third increments at Compensation Committee first‑quarter meetings and accrue dividend-equivalent RSUs that vest on the same schedule.

What are the terms of the 2023–2025 performance shares granted to David Dardis at CEG?

He was granted 26,387 performance shares for the 2023–2025 period under the long‑term incentive plan. Each performance share represents one Common Stock share upon vesting, does not accrue quarterly dividends, and the award vests immediately on the grant date based on the Compensation Committee’s performance determination.

What price per share was used in the Constellation Energy tax-withholding and issuer disposition?

Both the tax-withholding disposition of 14,682 shares and the 13,444-share disposition to the issuer were priced at $272.15 per share. These transactions are linked to satisfying tax obligations and an issuer-related disposition, rather than open-market trading by David O. Dardis.