STOCK TITAN

Constellation Energy (CEG): ECP group discloses 4% stake after June 2026 sale

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(Neutral)
Form Type
SCHEDULE 13G/A

Rhea-AI Filing Summary

Energy Capital Partners-affiliated entities report updated beneficial ownership of Constellation Energy Corp common stock on an amended Schedule 13G. After selling shares pursuant to an underwriting agreement on June 2, 2026, the reporting group collectively holds 14,443,227 shares, representing 4.0% of Constellation’s common stock, based on 357,102,017 shares outstanding as of that date. The interests are held through multiple Delaware limited partnerships and LLCs, with ECP ControlCo, LLC and related general partners able to share voting and dispositive power and expressly disclaiming beneficial ownership beyond their indirect control roles. The filing confirms the group now owns 5 percent or less of this class.

Positive

  • None.

Negative

  • None.
Shares beneficially owned 14,443,227 shares Constellation Energy common stock held by the ECP reporting group immediately after June 2, 2026 sale
Ownership percentage 4.0% Portion of Constellation Energy common stock class beneficially owned by the ECP group
Shares outstanding baseline 357,102,017 shares Constellation Energy common stock outstanding as of June 2, 2026 used to calculate ownership
ECP Capital Partners III holdings 7,232,996 shares Shares with shared voting and dispositive power attributed to Energy Capital Partners III, LLC
ECP Calpine GP-related holdings 5,744,080 shares Shares with shared voting and dispositive power attributed to ECP Calpine GP, LLC
ECP III-A Volt Holdings stake 2,327,800 shares Constellation Energy common stock held by ECP III-A Volt Holdings, LLC
beneficial ownership financial
"The ownership information presented herein represents beneficial ownership of Common Stock immediately after the Reporting Persons' sale"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
underwriting agreement financial
"beneficial ownership of Common Stock immediately after the Reporting Persons' sale of Common Stock pursuant to an underwriting agreement on June 2, 2026"
An underwriting agreement is a contract where a company selling new stocks or bonds hires financial firms to buy those securities and resell them to investors. It matters because the agreement sets the offering price, number of securities, fees and which party bears the risk if sales fall short—think of it as a promise that the sale will happen and a roadmap investors can use to understand how the new securities reach the market.
shared voting power financial
"Shared Voting Power 14,443,227.00"
Shared voting power occurs when two or more parties jointly have the right to vote or decide how a block of company shares is cast, like co-owners who must agree before moving a piece of furniture. Investors care because who controls voting rights affects board elections, major corporate decisions and takeover outcomes, and shared control can alter regulatory disclosures and the practical influence any holder has over a company’s direction and value.
shared dispositive power financial
"Shared Dispositive Power 14,443,227.00"
limited liability company regulatory
"Comment for : Limited Liability Company"
A limited liability company (LLC) is a business structure that separates the owners’ personal assets from the company’s debts and legal obligations, like a protective shield that keeps personal savings and property distinct from business risk. For investors, that protection reduces personal financial exposure and often brings flexible rules for profit sharing and taxes, but it can also affect how easily interests are bought or sold and how decisions are made.
Schedule 13G regulatory
"This statement is filed on behalf of the Reporting Persons on Schedule 13G"
A Schedule 13G is a formal document that investors file with the government when they acquire a large ownership stake in a company, usually for investment purposes rather than control. It helps keep the public informed about who owns significant parts of a company's shares, which can influence how the company is managed and how investors make decisions. Filing this schedule is important for transparency and understanding the ownership landscape of publicly traded companies.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

How much of Constellation Energy Corp (CEG) does the ECP group currently own?

The ECP-affiliated reporting group beneficially owns 14,443,227 shares of Constellation Energy Corp common stock, representing 4.0% of the class, based on 357,102,017 shares outstanding as of June 2, 2026.

What event triggered the amended ownership filing for CEG by Energy Capital Partners?

The amendment reflects ownership immediately after the Reporting Persons’ sale of common stock under an underwriting agreement on June 2, 2026, which reduced their holdings to 4.0% of Constellation’s outstanding common stock.

Which ECP entities directly hold Constellation Energy (CEG) shares and in what amounts?

Direct holdings include 2,327,800 shares by ECP III-A Volt Holdings, LLC, 2,404,874 by ECP Checkerspot Holdings, LP, and 4,702,479 by ECP Calpine Continuation Fund, LP, among several other ECP Volt and Calpine funds listed in the ownership section.

What does the 5 percent or less ownership disclosure mean for CEG?

The filing states the ECP group now has ownership of 5 percent or less of Constellation’s common stock, with a reported 4.0% stake, which changes their status under beneficial ownership reporting thresholds for this class.

How is control over the Constellation Energy (CEG) shares structured within the ECP group?

ECP ControlCo, LLC is managing member of key ECP entities and, along with various general partners, may be deemed to share voting and dispositive power over the reported shares, while each party disclaims beneficial ownership beyond its indirect interests.

What is the total Constellation Energy (CEG) share count used in the ECP ownership calculation?

The ownership percentages are based on 357,102,017 shares of Constellation Energy Corp common stock outstanding as of June 2, 2026, as disclosed in the company’s prospectus referenced in the filing.





21037T109

(CUSIP Number)
06/30/2026

(Date of Event Which Requires Filing of this Statement)


Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)




schemaVersion:


SCHEDULE 13G




Comment for Type of Reporting Person: Limited Liability Company


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Comment for Type of Reporting Person: Limited Liability Company


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Comment for Type of Reporting Person: Limited Liability Company


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SCHEDULE 13G



ECP ControlCo, LLC
Signature:By /s/ Jennifer Gray
Name/Title:Jennifer Gray, General Counsel
Date:08/07/2026
Energy Capital Partners III, LLC
Signature:By: ECP ControlCo, LLC, its managing member, By: /s/ Jennifer Gray
Name/Title:Jennifer Gray, General Counsel
Date:08/07/2026
Energy Capital Partners IV, LLC
Signature:By: ECP ControlCo, LLC, its managing member, By: /s/ Jennifer Gray
Name/Title:Jennifer Gray, General Counsel
Date:08/07/2026
ECP Calpine GP, LLC
Signature:By: ECP ControlCo, LLC, its managing member, By: /s/ Jennifer Gray
Name/Title:Jennifer Gray, General Counsel
Date:08/07/2026
ECP III Volt Holdings, LLC
Signature:By: Energy Capital Partners III, LP, Energy Capital Partners GP III, LP, Energy Capital Partners III, LLC, ECP ControlCo, LLC, By: /s/ Jennifer Gray
Name/Title:Jennifer Gray, General Counsel
Date:08/07/2026
ECP III-A Volt Holdings, LLC
Signature:By: /s/ Jennifer Gray
Name/Title:Jennifer Gray, Executive Vice President & General Counsel
Date:08/07/2026
ECP III-B Volt Holdings, LLC
Signature:By: /s/ Jennifer Gray
Name/Title:Jennifer Gray, Executive Vice President & General Counsel
Date:08/07/2026
ECP III-C Volt Holdings, LP
Signature:By: ECP III Volt Holdings GP, LLC, its general partner, By: /s/ Jennifer Gray
Name/Title:Jennifer Gray, Executive Vice President & General Counsel
Date:08/07/2026
ECP III-D Volt Holdings, LP
Signature:By: ECP III Volt Holdings GP, LLC, its general partner, By: /s/ Jennifer Gray
Name/Title:Jennifer Gray, Executive Vice President & General Counsel
Date:08/07/2026
ECP Checkerspot Holdings, LP
Signature:By: Volt Parent GP, LLC, Energy Capital Partners III, LLC, ECP ControlCo, LLC, By: /s/ Jennifer Gray
Name/Title:Jennifer Gray, General Counsel
Date:08/07/2026
ECP IV-A Volt Holdings, LP
Signature:By: ECP IV Volt Holdings GP, LLC, its general partner, By: /s/ Jennifer Gray
Name/Title:Jennifer Gray, Executive Vice President & General Counsel
Date:08/07/2026
ECP IV-B Volt Holdings, LP
Signature:By: ECP IV Volt Holdings GP, LLC, its general partner, By: /s/ Jennifer Gray
Name/Title:Jennifer Gray, Executive Vice President & General Counsel
Date:08/07/2026
ECP IV-C Volt Holdings, LP
Signature:By: ECP IV Volt Holdings GP, LLC, its general partner, By: /s/ Jennifer Gray
Name/Title:Jennifer Gray, Executive Vice President & General Counsel
Date:08/07/2026
ECP IV-D Volt Holdings, LP
Signature:By: ECP IV Volt Holdings GP, LLC, its general partner, By: /s/ Jennifer Gray
Name/Title:Jennifer Gray, Executive Vice President & General Counsel
Date:08/07/2026
ECP Calpine Fund GP, LP
Signature:By: ECP Calpine GP, LLC, its general partner, By: ECP ControlCo, LLC, its managing member, By: /s/ Jennifer Gray
Name/Title:Jennifer Gray, General Counsel
Date:08/07/2026
ECP Calpine Continuation Fund, LP
Signature:By: ECP Calpine Fund GP, LP, By: ECP Calpine GP, LLC, By: ECP ControlCo, LLC, By: /s/ Jennifer Gray
Name/Title:Jennifer Gray, General Counsel
Date:08/07/2026
ECP Calpine Rollover Fund, LP
Signature:By: ECP Calpine Fund GP, LP, By: ECP Calpine GP, By: LLC, ECP ControlCo, LLC, By: /s/ Jennifer Gray
Name/Title:Jennifer Gray, General Counsel
Date:08/07/2026
Exhibit Information

Exhibit 99: Joint Filing Agreement (previously filed).