Constellation Energy 10-K 2024-12-31

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

☒			ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Fiscal Year Ended December 31, 2024

or

☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number						Name of Registrant; State or Other Jurisdiction of Incorporation; Address of Principal Executive Offices; and Telephone Number						IRS Employer Identification Number
001-41137						CONSTELLATION ENERGY CORPORATION						87-1210716
						(a Pennsylvania corporation) 1310 Point Street Baltimore, Maryland 21231-3380 (833) 883-0162
333-85496						CONSTELLATION ENERGY GENERATION, LLC						23-3064219
						(a Pennsylvania limited liability company) 200 Energy Way Kennett Square, Pennsylvania 19348-2473 (833) 883-0162

Securities registered pursuant to Section 12(b) of the Act:

Title of each class						Trading Symbol(s)						Name of each exchange on which registered
CONSTELLATION ENERGY CORPORATION:
Common Stock, without par value						CEG						The Nasdaq Stock Market LLC

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Constellation Energy Corporation			Yes			x						No			☐
Constellation Energy Generation, LLC			Yes			☐						No			x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Constellation Energy Corporation			Yes			☐						No			x
Constellation Energy Generation, LLC			Yes			☐						No			x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Constellation Energy Corporation			Yes			x						No			☐
Constellation Energy Generation, LLC			Yes			x						No			☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ý No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Constellation Energy Corporation			Large Accelerated Filer			x			Accelerated Filer			☐			Non-accelerated Filer			☐			Smaller Reporting Company			☐			Emerging Growth Company			☐
Constellation Energy Generation, LLC			Large Accelerated Filer			☐			Accelerated Filer			☐			Non-accelerated Filer			x			Smaller Reporting Company			☐			Emerging Growth Company			☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act by the registered public accounting firm that prepared or issued its audit report. ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. o

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No x

The estimated aggregate market value of the voting and non-voting common equity held by nonaffiliates of each registrant as of June 30, 2024 was as follows:

Constellation Energy Corporation			$62,564,709,888
Constellation Energy Generation, LLC			Not applicable

The number of shares outstanding of each registrant’s common stock as of January 31, 2025 was as follows:

Constellation Energy Corporation Common Stock, without par value			312,847,257
Constellation Energy Generation, LLC			Not applicable

Documents Incorporated by Reference

Portions of the Registrants’ Definitive Proxy Statement relating to the 2025 Annual Meeting of Shareholders are incorporated by reference into Part III of this report. The Registrants expect to file the Definitive Proxy Statement with the Securities and Exchange Commission within 120 days after December 31, 2024.

TABLE OF CONTENTS

						Page No.
GLOSSARY OF TERMS AND ABBREVIATIONS						1
FILING FORMAT						5
CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING INFORMATION						5
AVAILABLE INFORMATION						5
PART I
ITEM 1.			BUSINESS			6
			General			6
			Constellation's Strategy and Outlook			17
			Environmental Matters and Regulation			19
			Employees			25
ITEM 1A.			RISK FACTORS			26
ITEM 1B.			UNRESOLVED STAFF COMMENTS			42
ITEM 1C.			CYBERSECURITY			42
ITEM 2.			PROPERTIES			44
ITEM 3.			LEGAL PROCEEDINGS			47
ITEM 4.			MINE SAFETY DISCLOSURES			47
PART II
ITEM 5.			MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES			48
ITEM 6.			RESERVED			49
ITEM 7.			MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS			49
			Executive Overview			49
			Significant Transactions and Developments			50
			Other Key Business Drivers			51
			Critical Accounting Policies and Estimates			51
			Financial Results of Operations			59
			Liquidity and Capital Resources			68
ITEM 7A.			QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK			76
ITEM 8.			FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA			80
			Management's Report on Internal Control Over Financial Reporting			80
			Report of Independent Registered Public Accounting Firm			81
			Constellation Energy Corporation			85
			Constellation Energy Generation, LLC			90
			Combined Notes to Consolidated Financial Statements			95
			1. Basis of Presentation			95
			2. Mergers, Acquisitions, and Dispositions			102
			3. Regulatory Matters			104
			4. Revenue from Contracts with Customers			105
			5. Segment Information			108
			6. Government Assistance			111
			7. Accounts Receivable			111
			8. Property, Plant, and Equipment			113
			9. Jointly-Owned Electric Plants			114
			10. Asset Retirement Obligations			114

			11. Leases			119
			12. Intangible Assets			121
			13. Income Taxes			122
			14. Retirement Benefits			125
			15. Derivative Financial Instruments			133
			16. Debt and Credit Agreements			138
			17. Fair Value of Financial Assets and Liabilities			142
			18. Commitments and Contingencies			150
			19. Shareholders' Equity			155
			20. Stock-Based Compensation Plans			157
			21. Variable Interest Entities			159
			22. Supplemental Financial Information			161
			23. Related Party Transactions			164
ITEM 9.			CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE			165
ITEM 9A.			CONTROLS AND PROCEDURES			165
ITEM 9B.			OTHER INFORMATION			166
ITEM 9C.			DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS			166
PART III
ITEM 10.			DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE			167
ITEM 11.			EXECUTIVE COMPENSATION			168
ITEM 12.			SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS			169
ITEM 13.			CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE			169
ITEM 14.			PRINCIPAL ACCOUNTING FEES AND SERVICES			169
PART IV
ITEM 15.			EXHIBITS, FINANCIAL STATEMENT SCHEDULES			170
ITEM 16.			FORM 10-K SUMMARY			176
SIGNATURES						177
			Constellation Energy Corporation			177
			Constellation Energy Generation, LLC			178

GLOSSARY OF TERMS AND ABBREVIATIONS
Constellation Energy Corporation and Related Entities
CEG Parent						Constellation Energy Corporation
Constellation						Constellation Energy Generation, LLC (formerly Exelon Generation Company, LLC)
Registrants						CEG Parent and Constellation, collectively
Antelope Valley						Antelope Valley Solar Ranch One
Continental Wind						Continental Wind LLC
CENG						Constellation Energy Nuclear Group, LLC
CR						Constellation Renewables, LLC
Crane						Crane Clean Energy Center (formerly known as Three Mile Island Unit 1)
CRP						Constellation Renewables Partners, LLC
FitzPatrick						James A. FitzPatrick nuclear generating station
Ginna						R. E. Ginna nuclear generating station
NER						NewEnergy Receivables LLC
NMP						Nine Mile Point nuclear generating station
RPG						Renewable Power Generation, LLC
STP						South Texas Project nuclear generating station
West Medway II						West Medway Generating Station II

Former Related Entities
Exelon						Exelon Corporation
ComEd						Commonwealth Edison Company
PECO						PECO Energy Company
BGE						Baltimore Gas and Electric Company
PHI						Pepco Holdings LLC
Pepco						Potomac Electric Power Company
DPL						Delmarva Power & Light Company
ACE						Atlantic City Electric Company
BSC						Exelon Business Services Company, LLC

GLOSSARY OF TERMS AND ABBREVIATIONS
Other Terms and Abbreviations
ABO						Accumulated Benefit Obligation
AEC						Alternative Energy Credit that is issued for each megawatt hour of generation from a qualified alternative energy source
AEP Texas						American Electric Power Texas, Inc.
AESO						Alberta Electric Systems Operator
AOCI						Accumulated Other Comprehensive Income (Loss)
APBO						Accumulated Post-Retirement Benefit Obligation
ARC						Asset Retirement Cost
ARO						Asset Retirement Obligation
ASR						Accelerated Share Repurchase
Atomic Energy Act						Atomic Energy Act of 1954, as amended
Bcf						Billion cubic feet
C&I						Commercial and Industrial
CAISO						California ISO
CBAs						Collective Bargaining Agreements
CenterPoint						CenterPoint Energy Houston Electric, LLC
CERCLA						Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended
Clean Air Act						Clean Air Act of 1963, as amended
Clean Energy Law						Illinois Public Act 102-0062 signed into law on September 15, 2021
Clean Water Act						Federal Water Pollution Control Amendments of 1972, as amended
CMC						Carbon Mitigation Credit
CO2						Carbon Dioxide
CODM						Chief Operating Decision Maker
CORe						Constellation Offsite Renewables
DCPSC						District of Columbia Public Service Commission
DEPSC						Delaware Public Service Commission
DOE						United States Department of Energy
DOJ						United States Department of Justice
DPP						Deferred Purchase Price
EFEC						Emissions-Free Energy Certificate
EMT						Everett Marine Terminal
EPA						United States Environmental Protection Agency
ERCOT						Electric Reliability Council of Texas
ERISA						Employee Retirement Income Security Act of 1974, as amended
EROA						Expected Rate of Return on Assets
ERP						Enterprise Resource Program
EV						Electric Vehicle
Exchange Act						Securities Exchange Act of 1934. as amended
Federal Power Act						Federal Power Act of 1920, as amended
FERC						Federal Energy Regulatory Commission
Former ComEd Units						Braidwood, Byron, Dresden, LaSalle and Quad Cities nuclear generating units
Former PECO Units						Limerick, Peach Bottom, and Salem nuclear generating units
FRCC						Florida Reliability Coordinating Council
GAAP						Generally Accepted Accounting Principles in the United States
GDP						Gross Domestic Product

GHG						Greenhouse Gas
GW						Gigawatt
GWh						Gigawatt hour
HSR Act						Hart-Scott-Rodino Antitrust Improvements Act
ICC						Illinois Commerce Commission
ICE						Intercontinental Exchange
IPA						Illinois Power Agency
IRA						Inflation Reduction Act of 2022
IRS						Internal Revenue Service
ISO						Independent System Operator
ISO-NE						ISO New England Inc.
ITC						Investment Tax Credit
kWh						Kilowatt-hour
LIBOR						London Interbank Offered Rate
LLRW						Low-Level Radioactive Waste
LTIP						Long-Term Incentive Plan
MDE						Maryland Department of the Environment
MDPSC						Maryland Public Service Commission
MISO						Midcontinent Independent System Operator, Inc.
MRV						Market-Related Value
MW						Megawatt
MWh						Megawatt-hour
Mystic COS						Mystic Cost of Service Agreement
N/A						Not applicable
NASDAQ						Nasdaq Stock Market, LLC
NAV						Net Asset Value
NDT						Nuclear Decommissioning Trust
NEIL						Nuclear Electric Insurance Limited
NERC						North American Electric Reliability Corporation
NGX						Natural Gas Exchange, Inc.
NJDEP						New Jersey Department of Environmental Protection
Non-Regulatory Agreement Units						Nuclear generating units or portions thereof whose decommissioning-related activities are not subject to contractual elimination under regulatory accounting
NPDES						National Pollutant Discharge Elimination System
NPNS						Normal Purchase Normal Sale scope exception
NRC						Nuclear Regulatory Commission
NYISO						New York ISO
NYMEX						New York Mercantile Exchange
NYPSC						New York Public Service Commission
OCI						Other Comprehensive Income (Loss)
OIESO						Ontario Independent Electricity System Operator
OPEB						Other Postretirement Employee Benefits
PAPUC						Pennsylvania Public Utility Commission
PBO						Projected Benefit Obligation
Pension Protection Act (the Act)						Pension Protection Act of 2006
PG&E						Pacific Gas and Electric Company
PJM						PJM Interconnection, LLC
PP&E						Property, Plant, and Equipment

PPA						Power Purchase Agreement
Price-Anderson Act						Price-Anderson Nuclear Industries Indemnity Act of 1957
PRP						Potentially Responsible Parties
PSEG						Public Service Enterprise Group Incorporated
PTC						Production Tax Credit
PUCT						Public Utility Commission of Texas
PV						Photovoltaic
RCRA						Resource Conservation and Recovery Act of 1976, as amended
REC						Renewable Energy Certificate (Credit), which is the environmental attribute associated with each megawatt hour of production from a qualified renewable energy source
Regulatory Agreement Units						Nuclear generating units or portions thereof whose decommissioning-related activities are subject to contractual elimination under regulatory accounting (includes the Former ComEd units, the Former PECO units, and STP)
RFP						Request for Proposal
RMP						Risk Management Policy
RNF						Operating Revenues Net of Purchased Power and Fuel Expense
RNG						Renewable Natural Gas
ROU						Right-of-use
RPS						Renewable Energy Portfolio Standards
RTO						Regional Transmission Organization
S&P						Standard & Poor’s Ratings Services
SEC						United States Securities and Exchange Commission
SERC						SERC Reliability Corporation (formerly Southeast Electric Reliability Council)
SNF						Spent Nuclear Fuel
SOA						Society of Actuaries
SOFR						Secured Overnight Financing Rate
SOS						Standard Offer Service
SPDES						State Pollutant Discharge Elimination System
SPP						Southwest Power Pool
STPNOC						STP Nuclear Operating Company
TMA						Tax Matters Agreement
TSA						Transition Services Agreement
TWh						Terawatt-hour
U.S. Court of Appeals for the D.C. Circuit						United States Court of Appeals for the District of Columbia Circuit
U.S. Treasury						U.S. Department of the Treasury
VEBA						Voluntary Employees' Beneficiary Associations
VIE						Variable Interest Entity
WECC						Western Electric Coordinating Council
ZEC						Zero Emission Credit

FILING FORMAT

This combined Annual Report on Form 10-K is being filed separately by Constellation Energy Corporation and Constellation Energy Generation, LLC, (the Registrants). Information contained herein relating to any individual Registrant is filed by the Registrant on its own behalf. Neither Registrant makes any representation as to information relating to the other Registrant.

CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING INFORMATION

This Report contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that are subject to risks and uncertainties. Words such as “could,” “may,” “expects,” “anticipates,” “will,” “targets,” “goals,” “projects,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “predicts,” and variations on such words, and similar expressions that reflect our current views with respect to future events and operational, economic and financial performance, are intended to identify such forward-looking statements. These forward-looking statements include, but are not limited to, statements regarding the proposed transaction between Constellation and Calpine Corporation, the expected closing of the proposed transaction and the timing thereof, the financing of the proposed transaction and the pro forma combined company and its operations, strategies and plans, enhancements to investment-grade credit profile, synergies, opportunities and anticipated future performance and capital structure, and expected accretion to earnings per share and free cash flow. Information adjusted for the proposed transaction should not be considered a forecast of future results.

Forward-looking statements are based on current expectations, estimates and assumptions that involve a number of risks and uncertainties that could cause actual results to differ materially from those projected. The factors that could cause actual results to differ materially from the forward-looking statements made by us include those factors discussed herein, including those factors discussed in (a) Part I, ITEM 1A. Risk Factors, (b) Part II, ITEM 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations, (c) Part II, ITEM 8. Financial Statements and Supplementary Data: Note 18 — Commitments and Contingencies, and (d) other factors discussed in filings with the SEC by the Registrants.

Readers are cautioned not to place undue reliance on these forward-looking statements, which apply only as of the date of this report. Neither Registrant undertakes any obligation to publicly release any revision to its forward-looking statements to reflect events or circumstances after the date of this Report.

AVAILABLE INFORMATION

The SEC maintains an Internet site at www.sec.gov that contains reports, proxy and information statements, and other information that we file electronically with the SEC. We file our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and all amendments to those reports with the SEC. In addition, as soon as reasonably practicable after such materials are furnished to the SEC, we make copies of these documents available to the public free of charge through our website at www.ConstellationEnergy.com. Information contained on our website shall not be deemed incorporated into, or to be a part of, this Report.

PART I

General

On February 21, 2021, the Board of Directors of Exelon Corporation (“Exelon”) authorized management to pursue a plan to separate its competitive generation and customer-facing energy businesses, conducted through Constellation Energy Generation, LLC (“Constellation”, formerly Exelon Generation Company, LLC) and its subsidiaries, into an independent, publicly traded company. Constellation Energy Corporation (“CEG Parent” or the “Company”), a Pennsylvania corporation and a direct, wholly owned subsidiary of Exelon, was newly formed for the purpose of separation and had not engaged in any activities except in preparation for the distribution. On February 1, 2022, Exelon completed the separation by distributing all the outstanding shares of the Company’s common stock, on a pro rata basis to the holders of Exelon’s common stock, with the Company holding all the interests in Constellation previously held by Exelon (the "Separation"). As of 2002, Constellation has been an individual registrant since the registration of their public debt securities under the Securities Act. As an individual registrant, Constellation has historically filed consolidated financial statements to reflect their financial position and operating results as a stand-alone, wholly owned subsidiary of Exelon.

Unless otherwise indicated or the context otherwise requires, references herein to the terms "we," "our," "us" and "the Company" refer collectively to CEG Parent and Constellation. See Glossary for defined terms.

Our Business

We are the nation’s largest producer of reliable, emissions-free energy and a leading energy supplier to businesses, homes and public sector customers nationwide, including three-fourths of Fortune 100 companies. Our nuclear, hydro, wind, and solar generation facilities have the generating capacity to power the equivalent of 16 million homes, providing about 10 percent of the nation's clean energy in the United States. Our fleet is helping to accelerate the nation’s transition to a carbon-free future with more than 31,676 megawatts of capacity and an annual output that is nearly 90 percent carbon-free. We are committed to investing in innovative technologies to drive the transition to a reliable, sustainable and secure energy future. Our customer-facing business is one of the nation's largest competitive energy suppliers, offering innovative solutions to meet our customers' needs. We employ approximately 14,264 people, and do business in 48 states, the District of Columbia, Canada, and the United Kingdom.

Our Operations

We operate the largest carbon-free generation fleet in the nation and are one of the largest competitive electric generation companies in the nation, as measured by owned and contracted MWs. Collectively, the combined fleet is the cleanest large generation portfolio in the country (nearly 90% carbon-free based on generation output of electricity) according to the 2024 Ceres Benchmarking Air Emissions of the 100 Largest Electric Power Producers in the United States.

At December 31, 2024, our owned generating resources total capacity of 31,676 MWs consisted of the following:

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(a)Net generation capacity is stated at proportionate ownership share. See ITEM 2. PROPERTIES for additional information.

(b)Includes wind, hydroelectric, and solar generating assets.

In addition to the owned generating resources above, at December 31, 2024 we have contracted generation with a total capacity of 4,774 MWs, which represents electric supply procured under unit-specific agreements.

The following map illustrates the locations of our owned generation facilities as of December 31, 2024:

Our Owned Generation Fleet Map**(a)(b)**

Owned Assets

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(a)One symbol is included per location. Some locations may have multiple generating units. Locations in tight geographic proximity may appear as one symbol. Units that are not currently operational are not captured.

(b)Does not reflect Grand Prairie Generating Station (Gas/Other), located in Alberta, Canada.

We have five reportable segments, as described in the table below, representing the different geographic regions in which our owned generating resources are located and our customer-facing activities are conducted.

Segment**(a)**						Net Generation Capacity (MWs)****(b)						% of Net Generation Capacity						Geographic Regions
Mid-Atlantic						10,387						33		%				Eastern half of PJM, which includes New Jersey, Maryland, Virginia, West Virginia, Delaware, the District of Columbia, and parts of Pennsylvania and North Carolina
Midwest						11,608						37		%				Western half of PJM and the United States footprint of MISO, excluding MISO’s Southern Region
New York						3,093						10		%				NYISO
ERCOT						4,740						15		%				Electric Reliability Council of Texas
Other Power Regions						1,848						5		%				New England, South, West, and Canada
Total						31,676						100		%

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(a)See Note 5 — Segment Information of the Combined Notes to Consolidated Financial Statements for additional information on reportable segments.

(b)Net generation capacity is stated at proportionate ownership share as of December 31, 2024. See ITEM 2. PROPERTIES for additional information.

The following table shows our total owned sources of electric supply of 208,434 GWhs and 202,474 GWhs for 2024 and 2023, respectively, which includes the proportionate share of output where we have an undivided ownership interest in jointly-owned generating plants.

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(a)Includes wind, hydroelectric, and solar generating assets.

In addition to the owned generation above, we also had purchased power from the spot energy markets that are administered by the RTOs/ISOs and bilateral transactions of 60,983 GWhs and 67,215 GWhs for the years ended December 31, 2024 and 2023, respectively. See ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS for additional information on electric supply sources.

Nuclear Facilities

Our nuclear fleet is the nation’s largest, with current generating capacity of approximately 22 GWs, producing 182 TWhs of zero-emissions electricity during 2024 – enough to power 16 million homes and avoid more than 122 million metric tons of carbon emissions according to the EPA GHG Equivalencies Calculator. We have ownership interests in 14 nuclear generating stations currently in service, consisting of 25 units. As of December 31, 2024, we wholly own all our nuclear generating stations, except for undivided ownership interests in five jointly-owned nuclear stations: Quad Cities (75% ownership), Peach Bottom (50% ownership), Salem (42.59% ownership), NMP Unit 2 (82% ownership), and STP (44% ownership), that are reflected in our consolidated financial statements relative to our proportionate ownership interest in each unit. See ITEM 2. PROPERTIES for additional information on our nuclear facilities.

In September 2024, we executed a 20-year PP

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We operate in a complex market and regulatory environment that involves significant risks, many of which are beyond our direct control. Such risks, which could negatively affect our consolidated financial statements, fall primarily under the categories below:

Risks related to market and financial factors primarily include:

• the price and availability of fuels,

• the generation resources in the markets in which we operate,

• the design of power markets,

• our ability to operate our generating assets,

• our ability to access capital markets,

• the impacts of ongoing competition, and

• emerging technologies and business models, including those related to climate change mitigation and transition to a low-carbon economy.

Risks related to legislative, regulatory, and legal factors primarily include changes to, and compliance with, the laws and regulations that govern:

• the renewal of operating licenses,

• environmental and climate policy, and

• tax policy.

Risks related to operational factors primarily include:

• changes in the global climate could produce extreme weather events, which could put our facilities at risk, and such changes could also affect the levels and patterns of demand for energy and related services,

• the safe, secure and effective operation of our nuclear facilities and the ability to effectively manage the associated decommissioning obligations,

• physical, cybersecurity, and third-party reliability risks for us as an owner-operator of generation facilities and as a participant in commodities trading,

• ability to attract and retain an appropriately qualified workforce, and

• acquisitions or investments in new business initiatives and new markets.

Risks related to the proposed acquisition of Calpine primarily include:

• challenges in satisfying conditions, obtaining regulatory approvals, and potential delays or abandonment of the merger agreement,

• no assurance of the dividends at the current rate post-acquisition, reduced ownership and voting power for current shareholders, and potential dilution to earnings per share and significant transaction costs,

• integration challenges including the complex, costly and time-consuming integration process with potential unknown liabilities, and the possible loss of key employees and customers, and

• legal and regulatory risks such as potential lawsuits and substantial costs, as well as valuation risk, which could negatively impact future operating results.

Risks Related to Market and Financial Factors

We are exposed to price volatility associated with both the wholesale and retail power markets and the procurement of nuclear fuel, natural gas, and oil.

We are exposed to commodity price risk for natural gas and the unhedged portion of our generation portfolio. Our earnings and cash flows are therefore exposed to variability of spot and forward market prices in the markets in which we operate.

Price of Fuels. The spot market price of electricity for each hour is generally determined by the marginal cost of supplying the next unit of electricity to the market during that hour. Thus, the market price of power is affected by the market price of the marginal fuel, in particular the price of natural gas, used to generate the electricity unit.

Cost and Availability of Fuel. We depend on nuclear fuel, natural gas, and oil to operate most of our generating facilities. The supply markets for nuclear fuel, natural gas, and oil are subject to price fluctuations,

availability restrictions, tariffs, counterparty default, and geopolitical risk, including the ongoing Russia and Ukraine conflict which has yielded sanctions and legislation by the United States, United Kingdom, European Union, and Canada impacting the exports and imports of Russian nuclear fuel. An example of such sanctions includes the "Prohibiting Russian Uranium Imports Act" which bans the import of low-enriched uranium into the U.S. that is produced in Russia or by Russian entities, absent a waiver from the DOE. The cycle of production and utilization of nuclear fuel is complex, and we engage a diverse set of suppliers to secure the nuclear fuel needed to continue to operate our nuclear fleet long-term. Non-performance by these suppliers could have a material adverse impact on our consolidated financial statements. See ITEM 1. BUSINESS – Price and Supply Risk Management and ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK for additional information on the nuclear fuel cycle and procurement.

Demand and Supply. The market price for electricity is also affected by changes in the demand for electricity and the available supply of electricity. Unfavorable economic conditions, milder than normal weather, and the growth of energy efficiency and demand response programs can depress demand. In addition, in some markets, the supply of electricity can exceed demand during some hours of the day, resulting in loss of revenue for baseload generating plants such as our nuclear plants.

Retail Competition. Our retail operations compete for customers in a competitive environment, which affects the margins we can earn and the volumes we are able to serve. In periods of sustained low natural gas and power prices and low market volatility, retail competitors can aggressively pursue market share because the barriers to entry can be low and wholesale generators (including us) use their retail operations to hedge generation output.

Market Designs. The wholesale markets vary from region to region with distinct rules, practices and procedures. Changes in these market rules, problems with rule implementation, or failure of any of these markets could adversely affect our business. In addition, a significant decrease in market participation could affect market liquidity and have a detrimental effect on market stability.

We may be adversely affected by the effects of sustained inflation.

The existence of inflation in the economy has resulted in, or may result in, higher interest rates and capital costs, increased costs of labor, and other similar effects. If inflation rates rise or become elevated for a sustained period, they could have a material adverse effect on our business, financial condition, results of operations and liquidity. Although we may take measures to mitigate the impact of inflation, those measures may not be effective.

We are potentially affected by emerging technologies that could, over time, affect or transform the energy industry.

Advancements in both distributed and utility-scale power generation technology could impact market prices and demand size and behaviors. For instance, commercial and residential solar generation installations, energy storage improvements that include batteries and fuel cells, and other emerging technologies are improving the cost-effectiveness of customer self-supply of electricity. Improvements in energy efficiency of lighting, appliances, equipment and building materials will also affect energy consumption by customers. Advancements in nuclear technology, carbon capture sequestration, storage and advanced geothermal may contribute to a substantial increase in the supply of clean, reliable baseload power, impacting market prices. Carbon sequestration technology may also allow for gas generation to continue to be a viable source of clean electricity and provide for future growth of clean gas-powered generation.

These developments could affect the price of energy, levels of customer-owned generation, customer expectations and current business models and make portions of our generation facilities uneconomic prior to the end of their useful lives. These technologies could also result in further declines in commodity prices or demand for delivered energy. Each of these factors could affect our consolidated financial statements through, among other things, reduced operating revenues, increased operating and maintenance

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None.

Risk Management and Strategy

Constellation has established programs and processes to manage material risks from cybersecurity threats including assessing and identifying existing cybersecurity risks, as well as continuously monitoring for developing risks. Our cybersecurity risk management strategy is established at the executive level and is implemented through our cybersecurity program which deploys risk-based security controls and services to protect our customers, personnel, information and cyber assets. The program aligns enterprise cyber and physical security controls with the National Institute of Standards & Technology (NIST) Cybersecurity Framework (CSF) and other industry standards such as the NERC and NRC cybersecurity standards. Our cybersecurity program is aligned to

the five functions of the NIST Cybersecurity Framework – identify, detect, protect, respond, and recover. Cybersecurity risk is assessed and reported in our enterprise risk management program, which utilizes the Three Lines Model adapted from the Institute of Internal Auditors, for risk management to assign clear risk responsibilities across the enterprise. Through coordination with operational teams, we align on cybersecurity risk classification, categorization, likelihood, and potential impact to the company. At the highest level, our program includes multi-layered oversight by the Board of Directors and Board Committees.

Our cybersecurity and physical security controls are implemented through policies and procedures we utilize for planning, performing, managing, assessing, innovating, and improving our security controls. To protect our information and cyber assets, we implement practices for training and screening of personnel, access management, network defense, asset configuration management, vulnerability assessment (including penetration testing), third-party security, and privacy and information protection. Our defense-in-depth strategy to protect our cyber assets and sensitive information reduces the potential severity and duration of a cybersecurity incident by leveraging security measures across various layers of the enterprise. Cross-functional executive steering committees and peer groups, with business unit and technical stakeholder participation, are maintained to support oversight, security controls development, change management, implementation, evaluation, continuous improvement, and sustainment.

To assist in detecting cybersecurity events, we deploy security logging and monitoring, malicious code detection, and data loss protection tools. If the company is the target of a cybersecurity attack, we have established processes for incident response and crisis management to triage potential incidents, determine severity, contain, and eradicate a threat. These processes require notifications to regulatory and other governmental authorities of cybersecurity events as required by law, including providing notice to investors for material cybersecurity events. To recover our systems and information, we utilize established system recovery plans and business continuity plans.

As part of our process to continuously improve, we utilize our internal audit, risk, and legal functions to evaluate security controls and risk management practices. We also engage third-party subject matter experts to independently assess our programs, processes and technical controls, as needed. For our regulated cyber assets associated with critical infrastructure, such as those within the scope of NERC and the NRC, regulatory auditors and inspectors monitor our adherence to mandatory cybersecurity requirements on a regular frequency using a variety of compliance monitoring and enforcement mechanisms.

Board Governance and Management

Our Board is actively engaged in monitoring the performance of the Company's cybersecurity program and maintains oversight of the Company’s enterprise risk program, including with respect to commodity markets, market design, enterprise security (physical and cyber), operating risks, and financial performance. While the full Board retains ultimate responsibility and oversight of the Company's cybersecurity risk management practices, the Nuclear Oversight Committee and the Audit and Risk Committee also have cybersecurity risk management as part of their charters. The Nuclear Oversight Committee is tasked with overseeing compliance with policies and procedures to manage and mitigate cybersecurity risks associated with our nuclear assets. The Audit and Risk Committee oversees policies and processes established by management to identify, assess, monitor, manage and control technology and cyber risks, among other risks. Our Chief Information Officer (CIO) and Chief Information Security Officer (CISO) provide regular reports to the Board, or one or both of its designated Committees, regarding the security of our operational and information technology programs, systems, and risks. We also report on the state of our cybersecurity program and provide key risk indicators to track performance. Emergent matters or events are reported to the Board between scheduled meetings on an ad hoc basis through our incident response and crisis management protocols.

At the executive and management level, the Chief Administration Officer, via delegations to the Cyber Security organization, is authorized to govern and functionally oversee our security controls and services on behalf of the enterprise. Our cybersecurity organization, under the direction of the CISO who reports to the CIO, implements and provides governance and functional oversight for cybersecurity controls and services, including coordination with our Corporate Security function. Our CIO has over 20 years of experience with information systems, including management roles in operational security, technical design and engineering, and platform architecture cybersecurity, governance and compliance, and business continuity. Our CISO has over 20 years of experience in cybersecurity, governance and compliance, physical security and business continuity. In addition, cybersecurity risk is assessed and tracked through the Company's enterprise risk management program.

Although the risks from cyber threats have not materially affected our business strategy, results of operations, or financial condition to date, we continue to closely monitor cyber risk. Overall, our company has implemented tactical processes for assessing, identifying, and managing material risks from cybersecurity threats to the company including governance at the Board level and accountability in our executive management for the execution of our cyber risk management strategy and the controls designed to protect our operations. See ITEM 1A. RISK FACTORS for additional information regarding the Company’s cybersecurity risks.

The following table presents our interests in net electric generating capacity by station at December 31, 2024:

Station**(a)**						Location						No. of Units						Percent Owned**(b)**						Primary Fuel Type						Primary Dispatch Type**(c)**						Net Generation Capacity (MWs)****(d)
Midwest
Braidwood						Braidwood, IL						2												Uranium						Baseload						2,386
Byron						Byron, IL						2												Uranium						Baseload						2,350
LaSalle						Seneca, IL						2												Uranium						Baseload						2,320
Dresden						Morris, IL						2												Uranium						Baseload						1,845
Quad Cities						Cordova, IL						2						75						Uranium						Baseload						1,403
Clinton						Clinton, IL						1												Uranium						Baseload						1,092
Michigan Wind 2						Sanilac County, MI						50						51			(e)			Wind						Intermittent						46
Beebe						Gratiot County, MI						34						51			(e)			Wind						Intermittent						42
Michigan Wind 1						Huron County, MI						46						51			(e)			Wind						Intermittent						35
Harvest 2						Huron County, MI						33						51			(e)			Wind						Intermittent						30
Harvest						Huron County, MI						31						51			(e)			Wind						Intermittent						26
Beebe 1B						Gratiot County, MI						21						51			(e)			Wind						Intermittent						26
CP Windfarm						Faribault County, MN						2						51			(e)			Wind						Intermittent						2
Clinton Battery Storage						Blanchester, OH						1												Energy Storage						Peaking						5
Total Midwest																																				11,608
Mid-Atlantic
Limerick						Sanatoga, PA						2												Uranium						Baseload						2,315
Calvert Cliffs						Lusby, MD						2												Uranium						Baseload						1,789
Peach Bottom						Delta, PA						2						50						Uranium						Baseload						1,324
Salem						Lower Alloways Creek Township, NJ						2						42.59						Uranium						Baseload						989
Conowingo						Darlington, MD						11												Hydroelectric						Baseload						497
Criterion						Oakland, MD						28						51			(e)			Wind						Intermittent						36
Fair Wind						Garrett County, MD						12												Wind						Intermittent						30
Fourmile Ridge						Garrett County, MD						16						51			(e)			Wind						Intermittent						20
Solar Horizons						Emmitsburg, MD						1						51			(e)			Solar						Intermittent						8
Solar New Jersey 3						Middle Township, NJ						4						51			(e)			Solar						Intermittent						1
Muddy Run						Drumore, PA						8												Hydroelectric						Intermediate						1,058
Eddystone 3, 4						Eddystone, PA						2												Oil/Gas						Peaking						760			(h)
Perryman						Aberdeen, MD						5												Oil/Gas						Peaking						404			(i)
Croydon						West Bristol, PA						8												Oil						Peaking						391
Handsome Lake						Kennerdell, PA						5												Gas						Peaking						268
Richmond						Philadelphia, PA						2												Oil						Peaking						98
Philadelphia Road						Baltimore, MD						4												Oil						Peaking						60

Station**(a)**						Location						No. of Units						Percent Owned**(b)**						Primary Fuel Type						Primary Dispatch Type**(c)**						Net Generation Capacity (MWs)****(d)
Eddystone						Eddystone, PA						4												Oil						Peaking						60
Delaware						Philadelphia, PA						4												Oil						Peaking						56
Southwark						Philadelphia, PA						4												Oil						Peaking						52
Falls						Morrisville, PA						3												Oil						Peaking						51
Moser						Lower Pottsgrove Township, PA						3												Oil						Peaking						51
Chester						Chester, PA						3												Oil						Peaking						39
Schuylkill						Philadelphia, PA						2												Oil						Peaking						30
Total Mid-Atlantic																																				10,387
ERCOT
STP						Bay City, TX						2						44			(j)			Uranium						Baseload						1,162
Whitetail						Webb County, TX						57						51			(e)			Wind						Intermittent						47
Sendero						Jim Hogg and Zapata Counties, TX						39						51			(e)			Wind						Intermittent						40
Colorado Bend II						Wharton, TX						3												Gas						Intermediate						1,143
Wolf Hollow II						Granbury, TX						3												Gas						Intermediate						1,103
Handley 3						Fort Worth, TX						1												Gas						Intermediate						375
Handley 4, 5						Fort Worth, TX						2												Gas						Peaking						870
Total ERCOT																																				4,740
New York
NMP						Scriba, NY						2									(f)			Uranium						Baseload						1,675
FitzPatrick						Scriba, NY						1												Uranium						Baseload						842
Ginna						Ontario, NY						1												Uranium						Baseload						576
Total New York																																				3,093
Other
Antelope Valley						Lancaster, CA						1												Solar						Intermittent						242
Bluestem						Beaver County, OK						60						51			(e)(g)			Wind						Intermittent						101
Shooting Star						Kiowa County, KS						65						51			(e)			Wind						Intermittent						53
Bluegrass Ridge						King City, MO						26						51			(e)			Wind						Intermittent						29
Conception						Barnard, MO						23						51			(e)			Wind						Intermittent						26
Cow Branch						Rock Port, MO						24						51			(e)			Wind						Intermittent						26
Mountain Home						Glenns Ferry, ID						20						51			(e)			Wind						Intermittent						21

Station**(a)**						Location						No. of Units						Percent Owned**(b)**						Primary Fuel Type						Primary Dispatch Type**(c)**						Net Generation Capacity (MWs)****(d)
High Mesa						Elmore County, ID						19						51			(e)			Wind						Intermittent						20
Echo 1						Echo, OR						21						50.49			(e)			Wind						Intermittent						17
Sacramento PV Energy						Sacramento, CA						4						51			(e)			Solar						Intermittent						15
Cassia						Buhl, ID						13						51			(e)			Wind						Intermittent						14
Wildcat						Lovington, NM						13						51			(e)			Wind						Intermittent						14
Echo 2						Echo, OR						9						51			(e)			Wind						Intermittent						9
Tuana Springs						Hagerman, ID						8						51			(e)			Wind						Intermittent						9
Greensburg						Greensburg, KS						10						51			(e)			Wind						Intermittent						6
Threemile Canyon						Boardman, OR						6						51			(e)			Wind						Intermittent						5
Loess Hills						Rock Port, MO						4												Wind						Intermittent						5
Denver Airport Solar						Denver, CO						1						51			(e)			Solar						Intermittent						2
Hillabee						Alexander City, AL						3												Gas						Intermediate						753
Wyman 4						Yarmouth, ME						1						5.9						Oil						Intermediate						35
West Medway II						West Medway, MA						2												Oil/Gas						Peaking						188
West Medway						West Medway, MA						3												Oil						Peaking						123
Grand Prairie						Alberta, Canada						1												Gas						Peaking						105
Framingham						Framingham, MA						3												Oil						Peaking						30
Total Other																																				1,848
Total																																				31,676

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(a)All nuclear stations are boiling water reactors except Braidwood, Byron, Calvert Cliffs, Ginna, Salem, and STP units which are pressurized water reactors.

(b)100%, unless otherwise indicated.

(c)Baseload units are those that normally operate to take all or part of the minimum continuous load of a system and, consequently, produce electricity at an essentially constant rate. Intermittent units are those with output controlled by the natural variability of the energy resource rather than dispatched based on system requirements. Intermediate units are those that normally operate to take load of a system during the daytime higher load hours and, consequently, produce electricity by cycling on and off daily. Peaking units consist of lower-efficiency, quick response steam units, gas turbines and diesels normally used during the maximum load periods.

(d)Net generation capacity is stated at proportionate ownership share. For nuclear stations, capacity reflects the annual mean rating. All other facilities reflect a summer rating.

(e)Reflects the prior sale of 49% of CRP to a third party. See Note 21 — Variable Interest Entities of the Combined Notes to Consolidated Financial Statements for additional information.

(f)We wholly own NMP Unit 1 and have an 82% undivided ownership interest in NMP Unit 2.

(g)CRP owns 100% of the Class A membership interests and a tax equity investor owns 100% of the Class B membership interests of the entity that owns the Bluestem generating assets.

(h)Eddystone units 3 and 4 will be retiring in June 2025.

(i)In July 2024, we submitted a deactivation notice with PJM with intent to deactivate one of the Perryman 6 units (unit 1) with approximately 54.9 MW of installed capacity on or about May 31, 2025.

(j)Within the 44% undivided ownership interest in STP, 2% interest was recorded as held for sale as of December 31, 2024. See Note 2 — Mergers, Acquisitions, and Dispositions of the Combined Notes to Consolidated Financial Statements for additional information.

The net generation capability available for operation at any time may be less due to regulatory restrictions, transmission congestion, fuel restrictions, efficiency of cooling facilities, level of water supplies, or generating units being temporarily out of service for inspection, maintenance, refueling, repairs, or modifications required by regulatory authorities.

We also own EMT, which is a liquefied natural gas import facility located on the Mystic River in Everett, MA. EMT connects to two interstate pipeline systems as well as a local gas utility's distribution system.

We maintain property insurance against loss or damage to our principal plants and properties by fire or other perils, subject to certain exceptions. For additional information on insurance specific to our nuclear facilities, see

Note 18 — Commitments and Contingencies of the Combined Notes to Consolidated Financial Statements. For our insured losses, we are self-insured to the extent that any losses are within the policy deductible or exceed the amount of insurance maintained. Any such losses could have a material adverse effect on our consolidated financial statements.