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.
Constellation Energy Corporation filings document financial results, Regulation FD disclosures, governance matters, capital-structure actions, and material events for the company and co-registrant Constellation Energy Generation, LLC. Recent Form 8-K records furnish quarterly and annual earnings releases, investor presentation materials, business outlook disclosures, and related exhibits.
The filing record also covers annual meeting voting results, director elections, executive compensation advisory votes, auditor ratification, board changes, and proxy governance disclosure. Material-event filings document the completed Calpine transaction, related financial statements and auditor materials, note exchange and consent-solicitation activity, and disclosures tied to common stock, senior notes, risk factors, and corporate reporting obligations.
Constellation Energy Corp reported that senior executive Daniel L. Eggers, SEVP, Finance and Data Economy, received an equity grant in the form of derivative securities. On January 9, 2026, he was awarded 5,840 restricted stock units (RSUs), each representing the right to receive one share of Constellation Energy common stock upon vesting.
The RSUs cliff vest on January 9, 2029, meaning the full award is scheduled to vest on that date rather than in installments. The award was reported at a price of $0 per unit, consistent with a compensatory grant, and is held directly. These RSUs also accrue quarterly dividend equivalents as additional RSUs, based on common stock dividends approved by the board, which vest on the same schedule as the original award.
Constellation Energy Corp executive Bryan Hanson, EVP & Chief Generation Officer, reported an award of 5,840 restricted stock units (RSUs) on January 9, 2026. Each RSU is a derivative security that entitles him to receive one share of common stock upon vesting. The RSUs cliff vest on January 9, 2030, rather than vesting gradually over time. The award is held directly and accrues quarterly dividend equivalents in the form of additional RSUs tied to common stock dividends, which vest on the same schedule as the original grant.
Constellation Energy Corp EVP & Chief Financial Officer Shane Smith filed an initial statement of beneficial ownership. He beneficially owns 1,867 shares of Common Stock, held directly. He also holds 1,138 outstanding unvested restricted stock units (RSUs), each representing one share of Common Stock upon vesting.
The RSUs were granted on February 6, 2023, February 5, 2024 and February 10, 2025, and vest in one-third installments on the dates of the Compensation Committee’s first-quarter meetings in the first, second, and third years after each grant. These RSUs accrue quarterly dividend equivalents in the form of additional RSUs, which follow the same vesting schedule as the underlying awards.
Constellation Energy Corporation and its subsidiary Constellation Energy Generation, LLC report that on January 13, 2026, Constellation Energy Generation issued a press release announcing the expiration of its previously announced exchange offers and consent solicitations for outstanding notes of Calpine Corporation. The press release is filed as Exhibit 99.1 and incorporated by reference. The filing also includes standard forward-looking statements language, noting that actual results related to the Calpine acquisition, including integration, anticipated synergies, and capital structure, may differ materially from current expectations due to various risks and uncertainties.
Constellation Energy Corp executive Andrew R. Novotny reported receiving 298,853 shares of Constellation common stock on January 7, 2026. The Form 4 shows these shares as an acquisition at a price of $0.00 per share, held directly after the transaction.
The shares were issued in connection with the consummation of mergers and an internal reorganization under a Merger Agreement involving Constellation and Calpine Corporation. Each Calpine common share held by Novotny was converted into a mix of cash and Constellation stock, with cash paid instead of any fractional Constellation shares. The 298,853 Constellation shares are subject to restrictions, including lock-up agreements and time-based vesting conditions.
Constellation Energy Corp executive Andrew R. Novotny filed an initial Form 3 reporting his beneficial ownership status in the company. The filing states that no securities are beneficially owned. He is identified in the remarks as Senior Executive Vice President, Constellation Power Operations, and President and CEO of Calpine. The form is filed as a single-reporting-person filing and is signed by an attorney-in-fact under a power of attorney.
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.