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.
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Constellation Energy Corp ownership update: 03/13/2026 amendment shows The Vanguard Group reports 0 shares beneficially owned of Common Stock, representing 0% of the class. The filing explains an internal realignment on 01/12/2026 that caused certain Vanguard subsidiaries and business divisions to report holdings separately in reliance on SEC Release No. 34-39538.
The disclosure states these subsidiaries pursue the same investment strategies previously used and that The Vanguard Group, Inc. no longer is deemed to beneficially own securities reported by those subsidiaries. The filing is administrative and reflects reporting structure changes rather than a trade.
Constellation Energy Corporation reported a board change. On March 23, 2026, director Alan Armstrong notified the Board of his resignation from the Board of Directors, and his resignation became effective the same day. The filing does not describe any related financial items or other corporate actions.
Constellation Energy Corporation has completed its acquisition of Calpine, making Calpine an indirect, wholly owned subsidiary. On January 7, 2026, Constellation closed the previously announced merger, with total consideration of approximately $22 billion, consisting of 50 million newly issued Constellation shares and $4.5 billion in cash.
Calpine’s 2025 audited statements show operating revenues of $14.3 billion and net income of $1.97 billion, with a large natural gas and geothermal fleet totaling about 28 GW of capacity. The filing also includes unaudited pro forma condensed combined financials for Constellation and Calpine for 2025, giving investors a view of the combined entity’s performance. Required divestitures in PJM and ERCOT, including several plants such as York 2 and Jack Fusco Energy Center, are noted as part of the regulatory approvals tied to the merger.
Constellation Energy Corporation is asking shareholders to vote at its virtual 2026 annual meeting on April 28, 2026, on electing twelve directors, approving executive pay on an advisory basis, ratifying PricewaterhouseCoopers as auditor, and a shareholder proposal the Board recommends voting against.
The company highlights very strong performance since its 2022 separation from Exelon, citing approximately 634% total shareholder return through 2025, and emphasizes a capital allocation plan that includes at least 10% annual dividend growth and $600 million remaining on its share repurchase program. On January 7, 2026, Constellation completed its acquisition of Calpine Corporation, creating a roughly 55 gigawatt fleet that provides about 10% of U.S. clean energy and can power the equivalent of 27 million homes.
The proxy details strategy focused on low‑emissions generation, a large commercial and industrial customer base, and community support, including a 20‑year nuclear power purchase agreement with Meta for 1,121 megawatts and commitments exceeding $340 million for environmental projects at the Conowingo Dam. Governance disclosures stress a nearly fully declassified, majority‑independent Board, four specialized committees, robust shareholder engagement, and a pay‑for‑performance program where most CEO and named executive officer compensation is at risk and tied to operating earnings, nuclear fleet capacity factor, free cash flow before growth, and relative total shareholder return.
Constellation Energy Corp executive Michael Koehler reported several equity award transactions and related share movements. On February 9, 2026, he received 1,941 restricted stock units (RSUs) and a 2023–2025 performance share award of 21,274 units under the company’s long-term incentive plan, then immediately converted the performance shares and other RSUs into a total of 24,650 shares of common stock. Some of these shares were delivered back to the issuer or withheld to cover taxes.
On March 1, 2026, Koehler received an additional 6,063 RSUs that cliff vest on March 1, 2029, and previously granted RSUs vested and were converted into 19,405 shares of common stock. Shares were again withheld for tax liabilities. After these transactions, he directly owned 53,289 shares of Constellation Energy common stock, along with multiple RSU awards that settle in stock over time and accrue dividend equivalents as described.
Constellation Energy Corporation files its annual report describing a large, primarily emissions‑free generation fleet and a transformative acquisition of Calpine Corporation completed on January 7, 2026.
Before the deal, Constellation owned 31,676 MW of capacity as of December 31, 2025, including about 22 GW of nuclear generation that produced 183 TWh of zero‑emissions electricity in 2025. Nuclear power supplied 68% of its total electric supply that year, supported by high fleet capacity factors near 95%.
The Calpine acquisition adds roughly 23 GW of natural gas and geothermal generation, about 62 TWh of additional retail load, and roughly 2,500 employees, creating what the company describes as the world’s largest private‑sector power producer with 55 GW of capacity. The report outlines growth opportunities from data centers, electrification, U.S. manufacturing onshoring, supportive nuclear policy, and state incentives for new dispatchable generation such as Texas’s TEF and Maryland’s Next Generation Energy Act.
Constellation Energy Corporation reported softer GAAP results but higher adjusted performance for 2025 while completing a transformative acquisition. GAAP earnings fell to $7.40 per share from $11.89 in 2024, mainly due to fair value and decommissioning-related items. Adjusted (non-GAAP) operating earnings rose to $9.39 per share from $8.67, reflecting favorable market conditions, higher Illinois banked ZEC revenues and favorable nuclear outages, partly offset by unfavorable nuclear PTC results.
For Q4 2025, GAAP EPS declined to $1.38 from $2.71, while adjusted EPS slipped modestly to $2.30 from $2.44. The company closed its acquisition of Calpine Corporation, expanded data-center agreements including a 380 MW deal with CyrusOne in Texas, and secured $1 billion in DOE loan guarantees to restart the Crane Clean Energy Center under a 20‑year PPA with Microsoft. Constellation also obtained long-term license extensions for its Clinton and Dresden nuclear plants and increased its annual dividend by 10%, declaring a quarterly dividend of $0.4265 per share.
Constellation Energy Corporation and Constellation Energy Generation, LLC filed a shelf registration statement to register multiple classes of securities. The prospectus dated February 18, 2026 permits each registrant to offer, from time to time after effectiveness, common stock, preferred stock, depositary shares and debt securities as described.
The prospectus explains that specific terms, intended uses of proceeds and distribution methods will be provided in prospectus supplements; it incorporates by reference recent Form 10-Ks, Form 10-Qs and listed Form 8-Ks for further detail.
Capital International Investors, a division of Capital Research and Management Company and its affiliates, filed an amended Schedule 13G reporting a passive ownership stake in Constellation Energy Corp. common stock. It is deemed the beneficial owner of 17,170,795 shares, representing 5.5% of the class.
The filing notes sole voting power over 16,976,256 shares and sole dispositive power over 17,170,795 shares. The stake is reported as being held in the ordinary course of business and not for the purpose of changing or influencing control of Constellation Energy.