Cover and table of contents
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Cover and table of contents
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
| 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.
PART I