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.
Constellation Energy Corp President & CEO Joseph Dominguez reported multiple equity compensation transactions on February 9, 2026. He acquired 191,817 shares of Common Stock through exercises of vested equity awards under the company’s long‑term incentive plan. To cover related obligations, 83,104 shares were disposed of at $272.15 per share for tax withholding and 92,993 shares were disposed of to the issuer at the same price.
Dominguez also reported derivative activity. Restricted stock units converted into 26,904 shares of Common Stock, with RSUs structured to vest in one‑third increments at future Compensation Committee first‑quarter meetings and to accrue dividend‑equivalent RSUs. He received a new grant of 18,189 RSUs. In addition, a 2023‑2025 performance share award of 164,913 shares was granted and immediately vested and was then fully exercised into Common Stock on the same date.
Constellation Energy EVP & Chief Generation Officer Bryan Hanson exercised and received equity awards and reported related share dispositions. On February 9, 2026, he acquired 53,507 shares of common stock through the exercise or conversion of derivative awards, and then disposed of 22,166 shares to cover tax obligations and 26,587 shares in a disposition to the issuer at $272.15 per share. He also exercised 7,331 restricted stock units into common stock, received new grants of 4,972 restricted stock units and 46,176 performance shares, and then converted the 46,176 performance shares into common stock. Following these transactions, he directly owned 65,609 common shares plus 2,204 ESPP shares and held derivative positions including 9,508 restricted stock units.
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.
Novotny Andrew R. reported acquisition or exercise transactions in this Form 4 filing.
Constellation Energy executive Andrew R. Novotny received a grant of 6,791 restricted stock units on February 9, 2026. The award is held directly and each unit represents one share of Constellation Energy common stock when it vests.
The RSUs vest in three equal installments on the dates of the Compensation Committee’s first-quarter meetings in the first, second, and third years after the grant. The units also accrue quarterly dividend equivalents as additional RSUs, which follow the same vesting schedule as the original award.
Constellation Energy EVP & CFO Shane Patrick Smith reported multiple equity transactions on February 9, 2026 involving common stock, restricted stock units (RSUs), and performance shares granted under the company’s long-term incentive plan.
He acquired 5,243 shares of common stock through exercises of equity awards and then disposed of 2,048 shares to cover tax obligations at $272.15 per share and 1,377 shares in a disposition to the issuer at $272.15 per share, leaving 3,685 common shares directly owned.
On the derivative side, he exercised 707 RSUs into common stock, received a new grant of 3,032 RSUs, and was awarded 4,535 performance shares for the 2023–2025 period, which vested immediately and were fully converted into common stock. After these transactions he directly held 3,462 RSUs and 4,535 performance shares.
Constellation Energy Corp EVP & Chief Commercial Officer James McHugh reported multiple equity award transactions dated February 9, 2026. He acquired 34,537 shares of Common Stock through exercises of vested awards under the long-term incentive plan, bringing his direct Common Stock holdings to 88,661 shares before related dispositions.
On the same date, 14,136 shares were disposed of at $272.15 per share to satisfy tax obligations, and 16,940 shares were disposed of to the issuer, leaving 57,585 Common shares directly owned. Derivative activity included exercising 5,098 restricted stock units, a new grant of 4,851 RSUs, and a 29,439-share performance share award that was granted and fully vested for the 2023–2025 performance period.