Constellation Energy Corp reported a Schedule 13G showing beneficial ownership of 23,174,480 shares of Common Stock. The filer, Vanguard Capital Management, reported ownership equal to 6.39% of the class and sole dispositive power over 23,174,480 shares; sole voting power is 3,035,738.
The filing states these holdings reflect assets managed across Vanguard Capital Management and affiliated business divisions, and was signed by the filer on 04/29/2026.
Constellation Energy Corporation filed an amended report to update PricewaterhouseCoopers LLP’s conformed signature on Calpine’s 2025 auditor report and to provide Calpine’s audited and pro forma financials after their merger. Constellation acquired 100% of Calpine for approximately $22 billion, including 50 million new Constellation shares and $4.5 billion in cash, making Calpine an indirect, wholly owned subsidiary.
Calpine generated $14.3 billion in 2025 operating revenue and $1.973 billion in net income, with total assets of $20.3 billion and debt of about $12.5 billion. The filing also highlights Calpine’s 28 GW fleet, growing battery storage portfolio, and detailed financing activity, plus unaudited pro forma results combining Constellation and Calpine.
Harrington Charles L. reported acquisition or exercise transactions in this Form 4 filing.
Constellation Energy Corp director Charles L. Harrington received 130 phantom share equivalents tied to Constellation Energy Corp common stock as a compensation award. These deferred compensation units were valued at $279.25 per equivalent and increased his balance to 5,191 phantom share equivalents.
The phantom share equivalents are held in a Constellation Energy Corporation stock fund within a multi-fund, non-qualified deferred compensation plan and will be settled in cash on a 1-for-1 basis when his service ends. The balance can fluctuate with fund performance and also reflects about 7 additional share equivalents from dividend reinvestment on March 20, 2026.
Constellation Energy is outlining its 2026 business and earnings outlook and long‑term growth plan. The company is initiating 2026 adjusted operating earnings guidance of $11.00–$12.00 per share, based on 361 million diluted shares, and targets 20%+ base EPS growth from 2026–2029. Constellation plans about $3.9 billion of growth capital expenditures at double‑digit returns and has increased its total share repurchase authorization to $5.0 billion, alongside a dividend policy targeting 10% annual growth. Management highlights a roughly 55 GW generation fleet, large nuclear, natural gas and geothermal assets, and expects more than $4.0 billion of free cash flow before growth across 2026–2027 to fund deleveraging, growth projects and capital returns.
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.