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 Corporation reported a secondary offering of 11,000,000 shares of its common stock by selling shareholders under an underwriting agreement with Morgan Stanley & Co. LLC and J.P. Morgan Securities LLC. The underwriters also received a 30-day option to purchase up to 1,350,000 additional Option Shares from the selling shareholders.
The company did not sell shares in this offering and received no proceeds from it. Separately, Constellation purchased 2,000,000 shares from the underwriters for an aggregate price of approximately $558.0 million under its existing share repurchase program, leaving about $3.5 billion of remaining repurchase authority. The offering and repurchase closed on June 2, 2026.
Constellation Energy Corporation is registering the resale of 11,000,000 shares of its common stock by the identified Selling Shareholders at a public offering price of $281.00 per share, with net proceeds to the Selling Shareholders. The underwriters have a 30-day option to purchase up to 1,350,000 additional shares. The offering price implies total gross proceeds of $3,091,000,000 and underwriting discounts of $22,000,000. The prospectus supplement states the company will not receive proceeds from the sales and, subject to, and substantially concurrently with, the offering, intends to repurchase 2,000,000 shares at the offering price paid to the Selling Shareholders; the Share Repurchase is described as contingent on the closing of this offering. Shares outstanding immediately after this offering and the Share Repurchase are stated as 357,102,017 shares.
Constellation Energy Corp. (CEG) ownership disclosure: Capital International Investors filed an amendment reporting beneficial ownership of 11,940,831 shares, equal to 3.3% of the 362,294,672 shares believed outstanding as stated in the filing. The filing shows sole voting power for 11,704,952 shares and sole dispositive power for 11,940,831 shares.
Constellation Energy Corporation reported sharply higher first‑quarter results driven by its acquisition of Calpine Corporation. For the three months ended March 31, 2026, operating revenues rose to $11,122 million from $6,788 million a year earlier, and net income attributable to common shareholders increased to $1,590 million from $118 million. Diluted earnings per share were $4.49, up from $0.38.
On January 7, 2026, Constellation completed the Calpine acquisition in a cash and stock transaction with total consideration of $21,835 million, including roughly 50 million newly issued shares valued at $17,603 million and cash of $4,342 million. The deal added about $18,481 million of property, plant and equipment and generated $11,107 million of goodwill, expanding the fleet with 23 GW of largely natural‑gas and renewable capacity and a sizable competitive retail platform.
Following the transaction, total assets increased to $96,911 million from $57,249 million at year‑end 2025, while long‑term debt rose to $16,994 million and short‑term borrowings to $5,102 million. Cash, restricted cash, and cash equivalents declined to $1,171 million after net cash used in investing activities of $3,732 million, largely from the Calpine cash component. Constellation also agreed to sell five PJM generation assets for $5.0 billion, and is progressing on remaining divestitures required under the DOJ resolution.
Constellation Energy Corporation reported sharply higher first-quarter 2026 results, driven by the Calpine acquisition and strong market conditions. GAAP net income rose to $1.59 billion, or $4.49 per share, from $118 million, or $0.38 per share, a year earlier. Adjusted (non-GAAP) Operating Earnings increased to $2.74 per share from $2.14 per share as the company benefited from the addition of Calpine, favorable stock-based compensation, its nuclear production tax credit portfolio and supportive market conditions, partly offset by more planned nuclear outages.
Operating revenues grew to $11.12 billion from $6.79 billion, reflecting the expanded generation fleet. Management affirmed full-year 2026 Adjusted Operating Earnings guidance of $11.00–$12.00 per share, signaling confidence in earnings visibility. Strategically, Constellation commissioned the 105 MW Pastoria Solar Project, brought the 460 MW Pin Oak Creek natural gas facility to commercial operation, and secured net metering approval to co-locate a large data center at its Freestone site. The company also highlighted its top ranking on Barron’s 2026 “Most Sustainable U.S. Companies” list and continued capital deployment into growth projects and share repurchases while maintaining an investment-grade balance sheet.
Constellation Energy Corporation reported the results of its Annual Meeting of Shareholders held on April 28, 2026. Shareholders elected eleven director nominees to one-year terms, with each receiving more than 230 million votes in favor and significant broker non-vote counts recorded.
Investors also approved, on an advisory basis, the compensation of named executive officers, with 241,593,166 votes for, 13,558,055 against, and 1,279,797 abstentions. The appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm for 2026 was strongly supported, with 285,285,740 votes for and limited opposition.
A shareholder proposal requesting a report assessing the bases for Constellation’s diversity, equity and inclusion initiatives did not pass, receiving 2,969,194 votes for, 251,481,422 against, and 1,980,402 abstentions.
Constellation Energy director Nneka Louise Rimmer reported an acquisition of 556 shares of Common Stock in the form of Deferred Stock Units on April 28, 2026. The units were valued at $305.71 per share for reporting purposes.
After this grant, her direct holdings increased to 4,475 shares, including approximately 20 shares accumulated through quarterly automatic dividend reinvestments. This filing reflects a compensation-related equity award rather than an open-market stock purchase or sale.
Constellation Energy Corp director John M. Richardson received a grant of 556 Common Stock deferred stock units on 2026-04-28. The award was recorded at a reference price of $305.71 per unit and is classified as a grant or other acquisition, not an open-market trade.
After this compensation-related transaction, Richardson directly holds 16,399 deferred stock units of Constellation Energy common stock. This balance includes approximately 82 shares that were acquired through quarterly automatic dividend reinvestments, reflecting ongoing accumulation tied to his existing holdings.
Constellation Energy Corp director Eileen P. Paterson received an equity award of 556 restricted stock units on Common Stock on April 28, 2026. The RSUs are valued at $305.71 per unit and vest in full on April 28, 2027, when each unit converts into one share of Common Stock.
After this award, Paterson directly holds 1,555 shares of Common Stock and 29 deferred stock units. The 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 director Robert J. Lawless reported a compensation-related award of 556 shares of Common Stock (Deferred Stock Units) at $305.71 per share equivalent. These units are deferred stock-based compensation rather than an open-market purchase or sale.
After this award, Lawless held 51,340 deferred stock units of common stock directly and 1,091 shares of common stock, including approximately 262 shares acquired through quarterly automatic dividend reinvestments. He also held cash-settled phantom positions tied to Constellation Energy common stock, including 54,398 phantom share equivalents in a non-qualified deferred compensation plan and 56,111 phantom deferred stock units. Balances in these phantom accounts increase over time through additional credits from quarterly automatic dividend reinvestment features.