Welcome to our dedicated page for CONSTELLATION ENERGY SEC filings (Ticker: CEG), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
The Constellation Energy Corporation (Nasdaq: CEG) SEC filings page on Stock Titan provides direct access to the company’s regulatory disclosures, along with AI-powered summaries to help interpret complex documents. Constellation is a Fortune 200 utilities company that describes itself as the nation’s largest producer of reliable, emissions-free energy and the largest nuclear energy company in the U.S., making its SEC filings an important resource for investors analyzing CEG stock.
Among the key documents available are Form 8-K current reports, which Constellation uses to disclose material events. Recent 8-Ks include:
- A December 17, 2025 filing reporting the results of the PJM capacity auction for the 2027–2028 planning year, noting that each of the company’s power plants in the PJM market cleared and providing cleared capacity volumes by zone.
- A November 17, 2025 filing describing a DOE-guaranteed loan facility and related agreements with the Federal Financing Bank to support the restart and repowering of the Christopher M. Crane Clean Energy Center, an 835 MW nuclear generating station in Pennsylvania.
- Multiple 8-Ks covering leadership changes, board composition, and quarterly earnings press releases and investor presentations.
These filings complement Constellation’s press releases about its acquisition of Calpine Corporation, nuclear plant license renewals, digital modernization projects and other strategic initiatives. While those press releases appear as exhibits or are referenced in 8-Ks, the filings themselves provide the formal regulatory record of transactions, financing arrangements, capacity auction outcomes and governance changes.
On this page, users can review Constellation’s 8-Ks and, where available, other core SEC forms such as annual reports on Form 10-K, quarterly reports on Form 10-Q and proxy materials. Stock Titan’s AI tools summarize lengthy filings, highlight key terms in financing agreements, and surface notable items such as capacity auction disclosures, loan covenants and board actions, helping readers understand how these details relate to Constellation’s nuclear, natural gas and renewable generation portfolio and its competitive retail supply business.
For investors tracking CEG, this filings archive offers a structured way to examine how Constellation reports material events, regulatory approvals, capital structure changes and project-level financing that support its role in the U.S. electric power sector.
Constellation Energy Corporation has filed an automatic shelf registration statement on Form S-3 to register the resale of up to 49,633,207 shares of common stock. These shares were issued to former Calpine Corporation owners in connection with a merger and may be sold from time to time by multiple selling shareholders.
Constellation itself is not selling shares in this offering and will not receive proceeds from any resale, though it will cover most registration expenses. The selling shareholders may dispose of their shares in various ways, including market trades on Nasdaq under the symbol CEG, underwritten offerings, block trades, privately negotiated deals, hedging and short sales, at prices determined at the time of sale.
The filing is made under a registration rights agreement that requires Constellation to maintain an effective shelf registration so these merger-issued shares can be freely resold. As of January 7, 2026, Constellation had 362,355,476 shares of common stock outstanding.
Constellation Energy Corporation completed its previously announced acquisition of Calpine, making Calpine a wholly owned subsidiary. The merger consideration consisted of 50,000,000 newly issued CEG common shares plus $4.50 billion in cash, minus specified expenses. Former Calpine stockholders now hold approximately 13.8% of CEG’s outstanding common stock.
In connection with closing, CEG entered into a registration rights agreement giving certain former Calpine stockholders demand, piggy-back and shelf rights for their CEG shares, subject to a lock-up that releases half their shares on June 30, 2026 and the rest on June 30, 2027. Calpine remains issuer of multiple unsecured and secured notes with stated coupons between 3.750% and 5.125% and maturities in 2028–2031, and its CCFC and GPC subsidiaries continue to operate large term loan facilities maturing in 2030 and 2029.
Upon closing, CEG promoted Daniel Eggers to Senior Executive Vice President, Finance and Data Economy, and Shane Smith to Executive Vice President, Chief Financial Officer and principal financial officer.
Constellation Energy Corporation reported the results of the PJM capacity auction for the 2027-2028 planning year. All of the company’s power plants located in the PJM market cleared in the auction, meaning they secured commitments to provide capacity when called upon. The auction results become effective on June 1, 2027.
The company’s cleared capacity totaled 17,950 MW across the PJM portfolio, consisting of 15,525 MW of nuclear capacity and 2,425 MW of fossil/other capacity. Key regional subtotals include 9,725 MW in COMED, 6,175 MW in EMAAC, 1,675 MW in MAAC, 350 MW in BGE and 25 MW in the broader RTO category. The table indicates a capacity price of 333 for each listed zone. Capacity revenues for nuclear units are included in the gross receipts calculation for the federal Production Tax Credit.
Constellation Energy Corporation reported senior leadership changes that will take effect when its planned acquisition of Calpine Corporation closes, which is expected in the fourth quarter of 2025, subject to Department of Justice clearance and other customary conditions. At that time, current Executive Vice President and Chief Financial Officer Daniel Eggers will become Senior Executive Vice President, Finance and Data Economy, and will no longer serve as CFO. Shane Smith, currently Senior Vice President, Treasury and Credit, will be promoted to Executive Vice President and Chief Financial Officer, with an annual base salary of $725,000, an annual incentive target equal to 85% of base salary, and a long-term incentive target valued at $2,500,000 under the 2022 Long-Term Incentive Plan. Kathleen Barrón plans to retire in mid-2026 and, at the Effective Time, will move from Executive Vice President and Chief Strategy and Growth Officer to Executive Vice President and Senior Advisor to the CEO. A press release with further details is included as an exhibit.
Constellation Energy Generation, LLC, an affiliate of Constellation Energy Corporation, entered into U.S. Department of Energy–backed loan documents providing a multi-advance term loan facility of up to $1.0 billion. The DOE will guarantee borrowings from the Federal Financing Bank, with proceeds to reimburse eligible costs to restart and repower the 835 MW Christopher M. Crane Clean Energy Center in Pennsylvania.
Constellation can request quarterly advances until the earlier of the facility reaching a $1.0 billion balance or September 15, 2030, with total borrowings capped at eighty percent of eligible project costs. Interest is set at 0.375% per annum above U.S. Treasury yields, payable semi-annually, and principal is due in a bullet payment on November 17, 2055. The loan is currently unsecured, includes DOE-backed recourse to Constellation, features extensive project-related covenants, and allows prepayments subject to a make-whole premium and certain mandatory prepayment triggers such as project abandonment, sale of the plant, or a change of control.
Constellation Energy Corporation announced a Board transition. On November 9, 2025, director Peter Oppenheimer notified the Board of his intent to retire, effective December 31, 2025. The update was disclosed in a Form 8-K under Item 5.02(b) regarding director departures and corporate governance.
The filing lists related exhibit references for Inline XBRL cover page data. No financial results or transactions were included in this disclosure.
Constellation Energy Corporation (CEG) filed its Q3 report, showing steady sales and lower profit while advancing its planned Calpine acquisition. Operating revenues were $6,570 million versus $6,550 million a year ago. Net income attributable to common shareholders was $930 million versus $1,200 million, and diluted EPS was $2.97 versus $3.82.
For the nine months, operating revenues reached $19,459 million (from $18,186 million) with net income attributable to common shareholders of $1,887 million (from $2,897 million). Cash flows from operating activities were $3,432 million, reflecting stronger cash generation. Capital expenditures were $1,963 million. On the balance sheet, cash and cash equivalents were $3,959 million, long‑term debt was $7,269 million, and total shareholders’ equity was $14,692 million. Shares outstanding were 312,290,080 as of October 31, 2025.
Calpine transaction: CEG agreed to acquire Calpine for 50 million newly issued CEG shares and $4.5 billion in cash, and will assume approximately $12.7 billion of Calpine debt. Approvals were received from the PUCT and NYPSC in June 2025 and from the FERC in July 2025, with completion subject to expiration or termination of any agreement with the DOJ to delay consummation and other customary conditions.
Constellation Energy Corporation announced via press release its results for the third quarter ended September 30, 2025, and furnished the materials on a Form 8-K. The press release and earnings attachments are included as Exhibit 99.1, and the earnings call presentation slides are included as Exhibit 99.2. These materials are provided under Items 2.02, 7.01 and 9.01 and are furnished to, but not filed with, the SEC.
The company scheduled a conference call for 10:00 AM ET on November 7, 2025, with access via a registration link on the Investor Relations website; a webcast and archive will also be available there. The report includes forward-looking statements, including references to a proposed transaction with Calpine Corporation, and cautions investors about risks described in the company’s SEC filings.
Constellation Energy (CEG) executive Kathleen Barron (EVP & Chief Strategy Officer) reported equity award activity. On October 29, 2025, 23,084 common shares were acquired upon vesting of restricted stock units under the LTIP. To satisfy tax obligations, 11,321 shares were withheld at $401.43 per share. Following these transactions, Barron directly owns 39,749 common shares.
The RSUs cliff vested on October 29, 2025 and included approximately 718 additional shares from accrued dividend equivalents. The RSU derivative balance reported as outstanding went to zero upon settlement.
Director Peter Oppenheimer reported acquiring 47 phantom share equivalents in Constellation Energy Corporation's (CEG) non‑qualified deferred compensation stock fund on 09/30/2025. The phantom shares are denominated 1‑for‑1 to Constellation common stock and will be settled in cash upon termination of the reporting person's service. The filing notes the phantom share balance may change with periodic fund composition adjustments and the reported per‑share value at the time of the filing was $329.07. The Form 4 was signed by an attorney‑in‑fact on 10/02/2025.