Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

CEG Parent

Our common stock is listed on the Nasdaq (trading symbol: CEG). As of January 31, 2024 there were 316,666,538 shares of common stock outstanding and approximately 70,439 record holders of common stock.

Stock Performance Graph

The performance graph below illustrates a two-year comparison of cumulative total returns based on an initial investment of $100 in CEG Parent common stock, as compared with the S&P 500 Stock Index and the Philadelphia Utility Sector Index, or UTY, for the period 2022 through 2023.

This performance chart assumes:

• $100 invested on February 1, 2022, in CEG Parent common stock, the S&P 500 Stock Index, and the UTY, and

• All dividends are reinvested.

Constellation

As of January 31, 2024, CEG Parent directly held the entire membership interest in Constellation.

Dividends

As a Pennsylvania corporation, Constellation is subject to certain restrictions on dividends under Pennsylvania corporate law. Generally, a corporation may only pay dividends under the Pennsylvania Business Corporation Law if the total assets of the corporation would be more than the sum of its total liabilities plus the amount that would be needed, if the corporation were to be dissolved at the time as of which the distribution is measured, to satisfy the preferential rights upon dissolution of shareholders whose preferential rights are superior to those receiving the distribution.

Constellation's revolving credit facility contains a covenant requiring it to maintain a consolidated leverage ratio calculated as the ratio of its consolidated indebtedness to its consolidated earnings before interest, taxes, depreciation and amortization. Maintaining that ratio may affect Constellation's ability to make distributions to the CEG Parent.

Our Board of Directors approved an updated dividend policy for 2024. The 2024 quarterly dividend will be $0.3525 per share.

The following table sets forth Constellation’s quarterly cash dividends per share paid during 2023 and 2022.

First Quarter 2024 Dividend

On February 26, 2024, our Board of Directors declared a regular quarterly dividend of $0.3525 per share on our common stock for the first quarter of 2024. The dividend is payable on Tuesday, March 19, 2024, to shareholders of record as of 5 p.m. Eastern time on Friday, March 8, 2024.

Unregistered Sales of Equity Securities

None.

Issuer Purchases of Equity Securities

Our Board of Directors considers share buybacks to be one of several ways we can provide value to our shareholders through our deployment of capital. The first is to maintain strong investment grade metrics in addition to the pursuit of organic and inorganic growth consistent with our role as a leader in the clean energy transition. Our deployment of capital can also include the repurchase of shares if they can be acquired at attractive prices and increases to our dividend, which currently targets a 10% annual growth rate. We take into account the excise taxes imposed and other administrative costs when assessing our repurchase program. We believe that our share buyback policy is in the best interests of our company and its shareholders and is also consistent with the interests of our other stakeholders.

On February 16, 2023, as part of our capital allocation plan, our Board of Directors announced a share repurchase program with a $1 billion authority without expiration. Repurchases under this program commenced in March 2023. Shares repurchased were made through open market transactions and purchases pursuant to a Rule 10b5-1 trading plan. All repurchased shares were constructively retired and cancelled. On December 12, 2023, our Board of Directors approved an increase to our previously announced $1 billion share repurchase program, authorizing the repurchase of up to an additional $1 billion of the Company’s outstanding common stock.

On November 9, 2023, we entered into a stock purchase plan for the purchase of shares of our common stock (November 2023 Stock Purchase Plan), designed to comply with Rule 10b5-1 under the Exchange Act. Under its terms, the November 2023 Stock Purchase Plan would expire at the later of the completion of the maximum purchase amount of $250 million of shares of our common stock, or December 31, 2023.

During 2023, we repurchased from the open market approximately 10.6 million shares of our common stock for a total cost, inclusive of taxes and transaction costs, of $1 billion. As of December 31, 2023, there was $1 billion of remaining authority to repurchase shares.

The following table provides information regarding our share repurchases under the program during the three months ended December 31, 2023. All repurchases disclosed were made pursuant to the November 2023 Stock Purchase Plan:

(a)We have not made any purchases of shares other than in connection with the publicly announced share repurchase program described above.

(b)Average price paid per share for open market transactions excludes taxes and commissions.

(c)Approximate dollar value of shares that may yet be purchased under the program includes taxes and commissions.

(d)Includes increase of additional $1 billion of share repurchase authority.