Published
# Constellation Energy Corporation (CEG) — Current Events Brief Covers material Current Reports on Form 8-K from January 2026 through the second quarter 2026 earnings release of August 6, 2026. ## Filings that contain financial statements Constellation is a domestic filer, so its audited and interim financial statements live in the Form 10-K and Form 10-Q. Several 8-K exhibits nonetheless carry full financial statements and are useful when tracing a reported figure to a source filing: - **Accession 0001868275-26-000097** (Form 8-K, August 6, 2026), Exhibit 99.1 — second quarter 2026 earnings release. Contains unaudited Consolidated Statements of Operations for the three and six months ended June 30, 2026 and 2025; a Consolidated Balance Sheet as of June 30, 2026 with December 31, 2025 comparatives; and a Consolidated Statement of Cash Flows for the **six months** ended June 30, 2026 and 2025. There is no standalone three-month cash flow statement in this release. - **Accession 0001868275-26-000063** (Form 8-K, May 11, 2026), Exhibit 99.1 — first quarter 2026 earnings release. Contains unaudited statements of operations for the three months ended March 31, 2026 and 2025, a balance sheet as of March 31, 2026, and a statement of cash flows. - **Accession 0001868275-26-000029** (Form 8-K, February 24, 2026), Exhibit 99.1 — fourth quarter and full year 2025 earnings release. Contains statements of operations for the three and twelve months ended December 31, 2025 and 2024, a balance sheet, and a statement of cash flows. - **Accession 0001868275-26-000037** (Form 8-K, March 20, 2026) — Exhibit 99.1 holds the audited consolidated financial statements of Calpine Corporation as of December 31, 2025 and 2024 and for the years ended December 31, 2025, 2024 and 2023; Exhibit 99.2 holds unaudited pro forma condensed combined financial statements of Constellation and Calpine as of and for the year ended December 31, 2025. This filing was amended by **accession 0001104659-26-045036** (Form 8-K/A, April 20, 2026), which re-files the same exhibits solely to add the conformed signature of PricewaterhouseCoopers LLP on the auditors' report, inadvertently omitted originally. ## Calpine acquisition — closed **January 7, 2026 — acquisition of Calpine Corporation completed.** Constellation completed the transactions contemplated by the Agreement and Plan of Merger dated January 10, 2025; Calpine was converted into Calpine LLC and became an indirect, wholly owned subsidiary. Merger consideration was 50,000,000 newly issued Constellation shares plus $4.50 billion in cash less company expenses; former Calpine stockholders received approximately 13.8% of Constellation's outstanding common stock. At closing Calpine remained the issuer of $1,400 million of 5.125% senior notes due 2028, $650 million of 4.625% senior notes due 2029, $850 million of 5.000% senior notes due 2031, $1,250 million of 4.500% senior secured notes due 2028 and $900 million of 3.750% senior secured notes due 2031, and subsidiaries CCFC and Geysers Power Company remained party to their term loan facilities. Constellation also entered a registration rights agreement with former Calpine holders under which half of the stock consideration was released from lock-up on June 30, 2026 and the remainder is released June 30, 2027. (Accession 0001104659-26-001780) **Same filing — chief financial officer change.** Effective on closing, Daniel Eggers was promoted to Senior Executive Vice President, Finance and Data Economy and ceased serving as CFO, and Shane Smith, previously Senior Vice President, Treasury and Credit, became Executive Vice President and Chief Financial Officer and principal financial officer. (Accession 0001104659-26-001780) **January 13, 2026 — exchange offers for Calpine notes expire.** Constellation Energy Generation announced final results: approximately 99.51% of the 4.625% 2029 notes, 99.73% of the 5.000% 2031 notes and 88.36% of the 3.750% secured 2031 notes were validly tendered, and the requisite consents were obtained to strip substantially all restrictive covenants and to release the collateral securing the secured 2031 notes. (Accession 0001868275-26-000005) **January 15, 2026 — exchange offers settle.** $2,289,722,000 aggregate principal amount of Calpine notes was accepted, retired and cancelled, and Constellation issued new 4.625% senior notes due 2029, 5.000% senior notes due 2031 and 3.750% senior notes due 2031 with matching coupons, maturities and payment dates. Supplemental indentures effecting the covenant amendments were executed the same day. (Accession 0001868275-26-000009) **March 20, 2026 — Calpine historical and pro forma financial statements filed**, as described in the section above. The pro forma statements present combined 2025 operating revenues of $36,812 million and pro forma diluted earnings per share of $11.05, and record preliminary goodwill of $10,824 million on total estimated merger consideration of $21,835 million. They note that the purchase price allocation is preliminary and expected to be completed within twelve months of closing. (Accession 0001868275-26-000037; amended by 0001104659-26-045036) ## Earnings and guidance **February 24, 2026 — fourth quarter and full year 2025 results.** GAAP net income of $1.38 per share for the quarter and $7.40 per share for the year; Adjusted (non-GAAP) Operating Earnings of $2.30 and $9.39 per share respectively. The release also disclosed a 10% increase in the annual per-share dividend with a further 10% increase expected in 2026, and declared a quarterly dividend of $0.4265 per share payable March 20, 2026 to holders of record March 9, 2026. Other items: NRC approval of a 20-year initial license renewal for Clinton and a 20-year subsequent renewal for Dresden, against more than $370 million of relicensing investment; and a Department of Energy guarantee of up to $1 billion for an unsecured Federal Financing Bank loan supporting the Crane Clean Energy Center restart, maturing October 2055. (Accession 0001868275-26-000029) **March 31, 2026 — 2026 Business and Earnings Outlook.** Constellation initiated 2026 Adjusted Operating Earnings guidance of $11.00 – $12.00 per share, based on expected average diluted shares of 361 million; raised total available share repurchase authorization to $5.0 billion; identified $3.9 billion of growth capital expenditure; and reported that Moody's and S&P affirmed ratings at Baa1 and BBB+ following the Calpine close, with Calpine's own ratings raised to investment grade. Management framed a target of 20%+ Base EPS growth from 2026 to 2029. (Accession 0001868275-26-000045) **May 11, 2026 — first quarter 2026 results.** GAAP net income of $4.49 per share versus $0.38 a year earlier; Adjusted (non-GAAP) Operating Earnings of $2.74 per share versus $2.14. Full-year guidance of $11.00 – $12.00 per share affirmed. Operating revenues were $11,122 million against $6,788 million in the first quarter of 2025. Operational items included commissioning of the 105 MW Pastoria Solar Project, commercial operation of the 460 MW Pin Oak Creek Energy Center on April 30, and PUCT approval, subject to conditions, of the net metering application for a CyrusOne data center co-located at the Freestone site. (Accession 0001868275-26-000063) **August 6, 2026 — second quarter 2026 results and guidance raise.** GAAP net income of $1.42 per share, down from $2.67 a year earlier; Adjusted (non-GAAP) Operating Earnings of $2.55 per share, up from $1.91. Operating revenues were $7,504 million for the quarter and $18,626 million for the six months. **Full-year Adjusted Operating Earnings guidance was raised to $11.50 – $12.50 per share** from $11.00 – $12.00. Management attributed the adjusted-earnings increase to the addition of Calpine and favorable market and portfolio conditions, partially offset by unfavorable nuclear outages. The gap between the GAAP and adjusted figures is driven largely by a $340 million after-tax unrealized fair-value loss, $149 million of amortization of acquired commodity contracts and $84 million of Calpine merger and integration costs. (Accession 0001868275-26-000097) ## Capital actions **June 1–2, 2026 — secondary offering and concurrent buyback.** Constellation entered an underwriting agreement under which selling shareholders — former Calpine holders whose lock-up was waived for the offering — sold 11,000,000 shares to Morgan Stanley and J.P. Morgan, with a 30-day option on up to 1,350,000 additional shares. The company sold no shares and received no proceeds. Concurrently Constellation purchased 2,000,000 of the offered shares from the underwriters at the underwriters' purchase price, for an aggregate of approximately $558.0 million, under its existing repurchase program, leaving approximately $3.5 billion of remaining authority. The offering and the share repurchase closed on June 2, 2026. (Accession 0001104659-26-069482) Year to date through June 30, 2026 the company had repurchased $1,971 million of common stock and paid $309 million of common dividends, against $400 million and $244 million respectively in the first half of 2025. (Accession 0001868275-26-000097, Exhibit 99.1) **August 2026 — agreement to divest the Brazos Valley Energy Center.** Constellation entered an agreement with LS Power to sell the Brazos Valley Energy Center (formerly the Jack A. Fusco Energy Center), a 606 MW gas-fired plant in ERCOT, for $860 million before closing adjustments. The company describes this as the last asset sale required by the regulatory commitments attached to the Calpine acquisition. Closing is subject to Department of Justice approval and other customary conditions, and the company expects it to close by the end of 2026. **This is a signed agreement, not a completed sale.** (Accession 0001868275-26-000097, Exhibit 99.1) ## Regulatory, commercial and operating developments **July 14, 2026 — PJM 2028/2029 base residual auction.** Every Constellation plant in PJM cleared. Cleared volumes at ownership totalled 18,875 MW — 15,700 MW nuclear and 3,175 MW fossil and other — all at a capacity performance price of $325 per MW-day. Volumes for generation assets held for sale are excluded. The results take effect June 1, 2028; capacity revenue for nuclear units is included in the gross receipts calculation for the nuclear production tax credit. (Accession 0001868275-26-000080) **Crane Clean Energy Center restart.** FERC granted a waiver permitting transfer of existing Capacity Interconnection Rights from the Eddystone Units 3 and 4 to Crane, and the NRC approved a fuel license amendment. The company expects to restart operations in 2027. (Accession 0001868275-26-000097, Exhibit 99.1) **Contracting.** An additional 920 MW of long-term power purchase agreements for nuclear generation were signed with investment-grade counterparties, for 15 to 20 year terms beginning between 2029 and 2032. Among them, a 176 MW agreement with Walmart supports a 30 MW capacity expansion at the Dresden Clean Energy Center. (Accession 0001868275-26-000097, Exhibit 99.1) **License renewals filed.** Applications were filed with the NRC to extend operation of the Ginna Clean Energy Center and Nine Mile Point Unit 1 by 20 years, to 2049. (Accession 0001868275-26-000097, Exhibit 99.1) ## Board and governance **March 23, 2026 — director resignation.** Alan Armstrong notified the Board of his resignation, effective the same day. (Accession 0001868275-26-000041) **April 28, 2026 — annual meeting.** Shareholders elected all eleven director nominees, approved executive compensation on an advisory basis, and ratified PricewaterhouseCoopers LLP as independent registered public accounting firm for 2026. A shareholder proposal requesting a report assessing the bases for the company's diversity, equity and inclusion initiatives was not approved, receiving 2,969,194 votes for against 251,481,422 opposed. (Accession 0001868275-26-000050) **August 4–5, 2026 — board chair transition.** Robert Lawless retired from the Board effective August 4 after more than two decades of service across legacy Constellation, Exelon and Constellation. The Board elected President and Chief Executive Officer Joseph Dominguez as Chair effective August 4; Charles Harrington, chair of the Corporate Governance Committee, will also serve as Lead Independent Director and receives an additional $50,000 annual cash retainer for that role. The Board also elected Roger Crandall, chairman, president and chief executive officer of MassMutual, as a director effective August 5, 2026, to serve until the 2027 annual meeting. (Accession 0001868275-26-000089)