Constellation Energy 10-K 2025-12-31

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, 2025

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, 2025 was as follows:

Constellation Energy Corporation			$100,560,269,473
Constellation Energy Generation, LLC			Not applicable

The number of shares outstanding of each registrant’s common stock as of February 1, 2026 was as follows:

Constellation Energy Corporation Common Stock, without par value			361,990,335
Constellation Energy Generation, LLC			Not applicable

Documents Incorporated by Reference

Portions of the Registrants’ Definitive Proxy Statement relating to the 2026 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, 2025.

TABLE OF CONTENTS

						Page No.
GLOSSARY OF TERMS AND ABBREVIATIONS						1
FILING FORMAT						6
CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING INFORMATION						6
AVAILABLE INFORMATION						6
PART I
ITEM 1.			BUSINESS			7
			General			7
			Strategy and Outlook			21
			Environmental Matters and Regulation			23
			Employees			27
ITEM 1A.			RISK FACTORS			29
ITEM 1B.			UNRESOLVED STAFF COMMENTS			45
ITEM 1C.			CYBERSECURITY			45
ITEM 2.			PROPERTIES			47
ITEM 3.			LEGAL PROCEEDINGS			49
ITEM 4.			MINE SAFETY DISCLOSURES			49
PART II
ITEM 5.			MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES			50
ITEM 6.			RESERVED			51
ITEM 7.			MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS			52
			Executive Overview			52
			Significant Transactions and Developments			52
			Other Key Business Drivers			53
			Critical Accounting Policies and Estimates			54
			Financial Results of Operations			62
			Liquidity and Capital Resources			71
ITEM 7A.			QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK			78
ITEM 8.			FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA			82
			Management's Report on Internal Control Over Financial Reporting			82
			Report of Independent Registered Public Accounting Firm			83
			Constellation Energy Corporation			87
			Constellation Energy Generation, LLC			91
			Combined Notes to Consolidated Financial Statements			95
			1. Basis of Presentation			95
			2. Mergers, Acquisitions, and Dispositions			101
			3. Regulatory Matters			102
			4. Revenue from Contracts with Customers			104
			5. Segment Information			106
			6. Government Assistance			108
			7. Accounts Receivable			109
			8. Property, Plant, and Equipment			110
			9. Jointly-Owned Electric Plants			111
			10. Asset Retirement Obligations			111

			11. Leases			116
			12. Intangible Assets			118
			13. Income Taxes			119
			14. Retirement Benefits			123
			15. Derivative Financial Instruments			131
			16. Debt and Credit Agreements			136
			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
ITEM 9.			CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE			165
ITEM 9A.			CONTROLS AND PROCEDURES			165
ITEM 9B.			OTHER INFORMATION			165
ITEM 9C.			DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS			165
PART III
ITEM 10.			DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE			166
ITEM 11.			EXECUTIVE COMPENSATION			167
ITEM 12.			SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS			168
ITEM 13.			CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE			168
ITEM 14.			PRINCIPAL ACCOUNTING FEES AND SERVICES			168
PART IV
ITEM 15.			EXHIBITS, FINANCIAL STATEMENT SCHEDULES			169
ITEM 16.			FORM 10-K SUMMARY			177
SIGNATURES						178
			Constellation Energy Corporation			178
			Constellation Energy Generation, LLC			179

GLOSSARY OF TERMS AND ABBREVIATIONS
Constellation Energy Corporation and Related Entities
CEG Parent			Constellation Energy Corporation
Constellation			Constellation Energy Generation, LLC
Registrants			CEG Parent and Constellation, collectively
Antelope Valley			Antelope Valley Solar Ranch One
Calpine			Calpine Corporation
Calvert Cliffs			Calvert Cliffs nuclear generating station
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
LaSalle			LaSalle 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

GLOSSARY OF TERMS AND ABBREVIATIONS
Other Terms and Abbreviations
ABO			Accumulated Benefit Obligation
AEP Texas			American Electric Power Texas, Inc.
AESO			Alberta Electric Systems Operator
AI			Artificial Intelligence
AOCI			Accumulated Other Comprehensive Income (Loss)
APBO			Accumulated Postretirement 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
CARFR			Credit-Adjusted, Risk-Free Rates
CBAs			Collective Bargaining Agreements
CCUS			Carbon Capture, Utilization, and Storage
CenterPoint			CenterPoint Energy Houston Electric, LLC
CERCLA			Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended
CHIPS and Science Act			CHIPS and Science Act of 2022
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
CWIP			Construction Work In Progress
DOE			United States Department of Energy
DOJ			United States Department of Justice
DPP			Deferred Purchase Price
EEI			Edison Electric Institute
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
ERM			ERM International Group Limited
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

GLOSSARY OF TERMS AND ABBREVIATIONS
Other Terms and Abbreviations
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
Geysers Assets			Geothermal power plant assets acquired through Calpine, including steam extraction and gathering assets
GHG			Greenhouse Gas
GW			Gigawatt
GWh			Gigawatt hour
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
MISO			Midcontinent Independent System Operator, Inc.
MMBtu			Million Btu
Moody's			Moody’s Investors Service, 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

GLOSSARY OF TERMS AND ABBREVIATIONS
Other Terms and Abbreviations
NYISO			New York ISO
NYMEX			New York Mercantile Exchange
NYPSC			New York Public Service Commission
OBBBA			One Big Beautiful Bill Act of 2025
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
RCF			Revolving credit facility
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)
RIN			Renewable Identification Number
RMP			Risk Management Policy
RNF			Operating Revenues Net of Purchased Power and Fuel Expense
RNG			Renewable Natural Gas
ROU			Right-of-use
RPS			Renewable 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
SPDES			State Pollutant Discharge Elimination System
SPP			Southwest Power Pool
STEM			Science, Technology, Engineering, and Mathematics

GLOSSARY OF TERMS AND ABBREVIATIONS
Other Terms and Abbreviations
STPNOC			STP Nuclear Operating Company
TEF			Texas Energy Fund
TMA			Tax Matters 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
UEC			Unamortized Energy Contract
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 acquisition of Calpine Corporation, 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 acquisition 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.

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PART I

General

On February 21, 2021, the Board of Directors of Exelon authorized management to pursue a plan to separate its competitive generation and customer-facing energy businesses, conducted through Constellation and its subsidiaries, into an independent, publicly traded company. CEG Parent, 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 concurrent with the registration of its public debt 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.

On January 7, 2026, Constellation acquired all of the outstanding equity interests of Calpine in a cash and stock transaction. Unless otherwise noted, information in this Form 10-K excludes Calpine. For further information regarding the transaction, refer to Note 2 — Mergers, Acquisitions, and Dispositions of the Combined Notes to Consolidated Financial Statements.

Our Business

Following the merger with Calpine in January 2026, we are the largest private-sector power producer in the world and the nation’s largest producer of clean and reliable energy. With 55 GWs of capacity from nuclear, natural gas, geothermal, hydro, wind and solar facilities, our fleet has the generating capacity to power the equivalent of 27 million homes, providing about 10% of the nation’s clean energy and delivering the around-the-clock reliability needed to power America’s growing economy. We are also the largest nuclear energy company in the U.S. and a leading competitive retail supplier, serving approximately 2.5 million customer accounts nationwide, including three-fourths of the Fortune 100. We are committed to investing in innovation and new technologies to drive the transition to a reliable, sustainable and secure energy future.

After considering divestitures connected with certain regulatory approvals, our merger with Calpine added approximately 23 GWs across 72 generation and battery storage assets, providing reliable power resources in areas experiencing significant demand growth. Calpine is the nation’s largest generator of electricity from natural gas and geothermal resources, according to S&P Global Market Intelligence, with a strong footprint in Texas, California, and the Northeast regions of the U.S. Natural gas‑fired generation remains an essential component of the U.S. energy transition due to its low emissions profile, high reliability, and potential for future emissions‑abatement technologies. Calpine’s portfolio also includes solar and battery storage assets, strengthening our ability to deliver a balanced mix of baseload, intermediate, and peak generation necessary to maintain reliability of the electrical grid. The high-quality and geographic concentration of Calpine’s dispatchable fleet complements our existing portfolio and enhances our ability to meet growing demand for clean, reliable power nationwide.

Calpine's retail energy platform adds approximately 62 TWhs of annual load to our business, and allows us to expand our C&I and residential customer base, creating incremental sales channels across the country. With the addition of Calpine, we add approximately 2,500 employees who are dedicated to operational excellence and a shared commitment to serving customers.

Refer to Note 2 — Mergers, Acquisitions, and Dispositions of the Combined Notes to Consolidated Financial Statements for additional information on our acquisition of Calpine.

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Our Operations

We operate the largest emissions-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. Our fleet is the cleanest large generation portfolio in the country according to the 2025 ERM Report: Benchmarking Air Emissions of the 100 Largest Electric Power Producers in the United States.

At December 31, 2025, our owned generating resources had a total capacity of 31,676 MWs, consisting 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, 2025, we had contracted generation with a total capacity of 4,798 MWs, which represents electric supply procured under unit-specific agreements.

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The following map illustrates the locations of our owned generation facilities as of December 31, 2025:

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

Owned Assets

---

(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.

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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						10,386						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						11,606						37		%				Western half of PJM and the United States footprint of MISO, excluding MISO’s Southern Region
New York						3,093						10		%				NYISO
ERCOT						4,742						15		%				Electric Reliability Council of Texas
Other Power Regions						1,849						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 se

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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 results of operations or financial condition, 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, business models, and demand driven by industry trends, including those related to climate change mitigation and transition to a low-emissions 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,

• the ability to retire or repower units,

• energy policy, including market design,

• 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 facilities and the ability to effectively manage nuclear 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,

• rapid development and integration of AI technologies,

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

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

Risks related to the acquisition of Calpine primarily include:

• 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,

• 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

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• 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 fuel 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, which could have a material adverse impact on our results of operations or financial condition.

Geopolitical risks specific to nuclear fuel include the ongoing Russia and Ukraine conflict which has yielded sanctions and legislation by the United States, United Kingdom, European Union, Russia, 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 results of operations or financial condition. 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, regulatory intervention, and the growth of energy efficiency and demand response programs can rapidly increase supply or depress demand. In addition, in some markets, the supply of electricity can exceed demand during some hours of the day, resulting in lower market prices, including periods of negative pricing, and 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. Likewise, retail competition is dependent upon continued support of the host state, and state legislative sessions can present repeated opportunities for adjustment and full or partial repeal of retail competition in certain markets.

Market Design. 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 with little notice. The imposition of price caps, the issuance of orders extending the operation of generation resources slated for retirement, the imposition of requirements that new large load secure supply from new generation resources or agree to be interrupted, policies allowing utility-owned generation in restructured states, and policies favoring new resources at the expense of existing resources may lead to a market design that results in the premature retirement of existing resources, which would negatively affect our portfolio of assets as well as the market as a whole. For example, PJM is considering market rule changes as part of its stakeholder process, and the Trump administration, in conjunction with Governors of PJM states, have proposed a framework to govern new load connection and the generation that can serve that load. The outcome of this process is uncertain. See Item 7. Management’s Discussion and Analysis of Financial

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Condition and Results of Operations - Other Key Business Drivers for additional information on proposed PJM market reforms.

Our risk management policies cannot fully eliminate the risk associated with our commodity trading activities.

Our asset-based power position as well as our power marketing, fuel procurement and other commodity trading activities expose us to risks of commodity price movements. We buy and sell energy and other products and enter financial contracts to manage risk and hedge various positions in our portfolio. We are exposed to volatility in fin

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None.

Risk Management and Strategy

We have established technical systems 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 technical systems, 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.

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To assist in detecting cybersecurity events, we deploy security logging and monitoring, malicious code detection, and data loss protection tools. If we are 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, data and configuration backup strategies, 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, provide key risk indicators to track performance, and schedule additional informational sessions on cybersecurity practices, as needed. 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 cybersecurity 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.

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The following table presents our interests in net electric generating capacity by station at December 31, 2025:

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
Clinton Battery Storage						Blanchester, OH						1												Energy Storage						Peaking						5
Total Midwest																																				11,606
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						988
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
Perryman						Aberdeen, MD						5												Oil/Gas						Peaking						404
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
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

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Station**(a)**						Location						No. of Units						Percent Owned**(b)**						Primary Fuel Type						Primary Dispatch Type**(c)**						Net Generation Capacity (MWs)****(d)
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																																				10,386
ERCOT
STP						Bay City, TX						2						44			(g)			Uranium						Baseload						1,164
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																																				4,742
New York
NMP 1						Scriba, NY						1												Uranium						Baseload						620
NMP 2						Scriba, NY						1						82						Uranium						Baseload						1,055
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)(f)			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						23						51			(e)			Wind						Intermittent						26
Mountain Home						Glenns Ferry, ID						20						51			(e)			Wind						Intermittent						21
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

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Station**(a)**						Location						No. of Units						Percent Owned**(b)**						Primary Fuel Type						Primary Dispatch Type**(c)**						Net Generation Capacity (MWs)****(d)
Wyman 4						Yarmouth, ME						1						5.9						Oil						Intermediate						34
West Medway II						West Medway, MA						2												Oil/Gas						Peaking						189
West Medway						West Medway, MA						3												Oil						Peaking						123
Grand Prairie						Alberta, Canada						1												Gas						Peaking						105
Framingham						Framingham, MA						3												Oil						Peaking						31
Total Other																																				1,849
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)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.

(g)Within the 44% undivided ownership interest in STP, 2% interest was recorded as held for sale as of December 31, 2025. 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 results of operation or financial condition.