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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 NumberName of Registrant; State or Other Jurisdiction of Incorporation; Address of Principal Executive Offices; and Telephone NumberIRS Employer Identification Number
001-41137CONSTELLATION ENERGY CORPORATION87-1210716
(a Pennsylvania corporation) 1310 Point Street Baltimore, Maryland 21231-3380 (833) 883-0162
333-85496CONSTELLATION ENERGY GENERATION, LLC23-3064219
(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 classTrading Symbol(s)Name of each exchange on which registered
CONSTELLATION ENERGY CORPORATION:
Common Stock, without par valueCEGThe 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 CorporationYesxNo☐
Constellation Energy Generation, LLCYes☐Nox

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 CorporationYes☐Nox
Constellation Energy Generation, LLCYes☐Nox

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 CorporationYesxNo☐
Constellation Energy Generation, LLCYesxNo☐

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 CorporationLarge Accelerated FilerxAccelerated Filer☐Non-accelerated Filer☐Smaller Reporting Company☐Emerging Growth Company☐
Constellation Energy Generation, LLCLarge Accelerated Filer☐Accelerated Filer☐Non-accelerated FilerxSmaller 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, LLCNot 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 value361,990,335
Constellation Energy Generation, LLCNot 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 ABBREVIATIONS1
FILING FORMAT6
CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING INFORMATION6
AVAILABLE INFORMATION6
PART I
ITEM 1.BUSINESS7
General7
Strategy and Outlook21
Environmental Matters and Regulation23
Employees27
ITEM 1A.RISK FACTORS29
ITEM 1B.UNRESOLVED STAFF COMMENTS45
ITEM 1C.CYBERSECURITY45
ITEM 2.PROPERTIES47
ITEM 3.LEGAL PROCEEDINGS49
ITEM 4.MINE SAFETY DISCLOSURES49
PART II
ITEM 5.MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES50
ITEM 6.RESERVED51
ITEM 7.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS52
Executive Overview52
Significant Transactions and Developments52
Other Key Business Drivers53
Critical Accounting Policies and Estimates54
Financial Results of Operations62
Liquidity and Capital Resources71
ITEM 7A.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK78
ITEM 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA82
Management's Report on Internal Control Over Financial Reporting82
Report of Independent Registered Public Accounting Firm83
Constellation Energy Corporation87
Constellation Energy Generation, LLC91
Combined Notes to Consolidated Financial Statements95
1. Basis of Presentation95
2. Mergers, Acquisitions, and Dispositions101
3. Regulatory Matters102
4. Revenue from Contracts with Customers104
5. Segment Information106
6. Government Assistance108
7. Accounts Receivable109
8. Property, Plant, and Equipment110
9. Jointly-Owned Electric Plants111
10. Asset Retirement Obligations111
11. Leases116
12. Intangible Assets118
13. Income Taxes119
14. Retirement Benefits123
15. Derivative Financial Instruments131
16. Debt and Credit Agreements136
17. Fair Value of Financial Assets and Liabilities142
18. Commitments and Contingencies150
19. Shareholders' Equity155
20. Stock-Based Compensation Plans157
21. Variable Interest Entities159
22. Supplemental Financial Information161
ITEM 9.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE165
ITEM 9A.CONTROLS AND PROCEDURES165
ITEM 9B.OTHER INFORMATION165
ITEM 9C.DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS165
PART III
ITEM 10.DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE166
ITEM 11.EXECUTIVE COMPENSATION167
ITEM 12.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS168
ITEM 13.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE168
ITEM 14.PRINCIPAL ACCOUNTING FEES AND SERVICES168
PART IV
ITEM 15.EXHIBITS, FINANCIAL STATEMENT SCHEDULES169
ITEM 16.FORM 10-K SUMMARY177
SIGNATURES178
Constellation Energy Corporation178
Constellation Energy Generation, LLC179
GLOSSARY OF TERMS AND ABBREVIATIONS
Constellation Energy Corporation and Related Entities
CEG ParentConstellation Energy Corporation
ConstellationConstellation Energy Generation, LLC
RegistrantsCEG Parent and Constellation, collectively
Antelope ValleyAntelope Valley Solar Ranch One
CalpineCalpine Corporation
Calvert CliffsCalvert Cliffs nuclear generating station
Continental WindContinental Wind LLC
CENGConstellation Energy Nuclear Group, LLC
CRConstellation Renewables, LLC
CraneCrane Clean Energy Center (formerly known as Three Mile Island Unit 1)
CRPConstellation Renewables Partners, LLC
FitzPatrickJames A. FitzPatrick nuclear generating station
GinnaR. E. Ginna nuclear generating station
LaSalleLaSalle nuclear generating station
NERNewEnergy Receivables LLC
NMPNine Mile Point nuclear generating station
RPGRenewable Power Generation, LLC
STPSouth Texas Project nuclear generating station
West Medway IIWest Medway Generating Station II
Former Related Entities
ExelonExelon Corporation
ComEdCommonwealth Edison Company
PECOPECO Energy Company
BGEBaltimore Gas and Electric Company
GLOSSARY OF TERMS AND ABBREVIATIONS
Other Terms and Abbreviations
ABOAccumulated Benefit Obligation
AEP TexasAmerican Electric Power Texas, Inc.
AESOAlberta Electric Systems Operator
AIArtificial Intelligence
AOCIAccumulated Other Comprehensive Income (Loss)
APBOAccumulated Postretirement Benefit Obligation
ARCAsset Retirement Cost
AROAsset Retirement Obligation
ASRAccelerated Share Repurchase
Atomic Energy ActAtomic Energy Act of 1954, as amended
BcfBillion cubic feet
C&ICommercial and Industrial
CAISOCalifornia ISO
CARFRCredit-Adjusted, Risk-Free Rates
CBAsCollective Bargaining Agreements
CCUSCarbon Capture, Utilization, and Storage
CenterPointCenterPoint Energy Houston Electric, LLC
CERCLAComprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended
CHIPS and Science ActCHIPS and Science Act of 2022
Clean Air ActClean Air Act of 1963, as amended
Clean Energy LawIllinois Public Act 102-0062 signed into law on September 15, 2021
Clean Water ActFederal Water Pollution Control Amendments of 1972, as amended
CMCCarbon Mitigation Credit
CO2Carbon Dioxide
CODMChief Operating Decision Maker
CORe+Constellation Offsite Renewables
CWIPConstruction Work In Progress
DOEUnited States Department of Energy
DOJUnited States Department of Justice
DPPDeferred Purchase Price
EEIEdison Electric Institute
EFECEmissions-Free Energy Certificate
EMTEverett Marine Terminal
EPAUnited States Environmental Protection Agency
ERCOTElectric Reliability Council of Texas
ERISAEmployee Retirement Income Security Act of 1974, as amended
EROAExpected Rate of Return on Assets
ERMERM International Group Limited
ERPEnterprise Resource Program
EVElectric Vehicle
Exchange ActSecurities Exchange Act of 1934. as amended
Federal Power ActFederal Power Act of 1920, as amended
GLOSSARY OF TERMS AND ABBREVIATIONS
Other Terms and Abbreviations
FERCFederal Energy Regulatory Commission
Former ComEd UnitsBraidwood, Byron, Dresden, LaSalle and Quad Cities nuclear generating units
Former PECO UnitsLimerick, Peach Bottom, and Salem nuclear generating units
FRCCFlorida Reliability Coordinating Council
GAAPGenerally Accepted Accounting Principles in the United States
GDPGross Domestic Product
Geysers AssetsGeothermal power plant assets acquired through Calpine, including steam extraction and gathering assets
GHGGreenhouse Gas
GWGigawatt
GWhGigawatt hour
ICCIllinois Commerce Commission
ICEIntercontinental Exchange
IPAIllinois Power Agency
IRAInflation Reduction Act of 2022
IRSInternal Revenue Service
ISOIndependent System Operator
ISO-NEISO New England Inc.
ITCInvestment Tax Credit
kWhKilowatt-hour
LIBORLondon Interbank Offered Rate
LLRWLow-Level Radioactive Waste
LTIPLong-Term Incentive Plan
MDEMaryland Department of the Environment
MISOMidcontinent Independent System Operator, Inc.
MMBtuMillion Btu
Moody'sMoody’s Investors Service, Inc.
MRVMarket-Related Value
MWMegawatt
MWhMegawatt-hour
Mystic COSMystic Cost of Service Agreement
N/ANot applicable
NASDAQNasdaq Stock Market, LLC
NAVNet Asset Value
NDTNuclear Decommissioning Trust
NEILNuclear Electric Insurance Limited
NERCNorth American Electric Reliability Corporation
NGXNatural Gas Exchange, Inc.
NJDEPNew Jersey Department of Environmental Protection
Non-Regulatory Agreement UnitsNuclear generating units or portions thereof whose decommissioning-related activities are not subject to contractual elimination under regulatory accounting
NPDESNational Pollutant Discharge Elimination System
NPNSNormal Purchase Normal Sale scope exception
NRCNuclear Regulatory Commission
GLOSSARY OF TERMS AND ABBREVIATIONS
Other Terms and Abbreviations
NYISONew York ISO
NYMEXNew York Mercantile Exchange
NYPSCNew York Public Service Commission
OBBBAOne Big Beautiful Bill Act of 2025
OCIOther Comprehensive Income (Loss)
OIESOOntario Independent Electricity System Operator
OPEBOther Postretirement Employee Benefits
PAPUCPennsylvania Public Utility Commission
PBOProjected Benefit Obligation
Pension Protection Act (the Act)Pension Protection Act of 2006
PG&EPacific Gas and Electric Company
PJMPJM Interconnection, LLC
PP&EProperty, Plant, and Equipment
PPAPower Purchase Agreement
Price-Anderson ActPrice-Anderson Nuclear Industries Indemnity Act of 1957
PRPPotentially Responsible Parties
PSEGPublic Service Enterprise Group Incorporated
PTCProduction Tax Credit
PUCTPublic Utility Commission of Texas
PVPhotovoltaic
RCFRevolving credit facility
RCRAResource Conservation and Recovery Act of 1976, as amended
RECRenewable Energy Certificate (Credit), which is the environmental attribute associated with each megawatt hour of production from a qualified renewable energy source
Regulatory Agreement UnitsNuclear 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)
RINRenewable Identification Number
RMPRisk Management Policy
RNFOperating Revenues Net of Purchased Power and Fuel Expense
RNGRenewable Natural Gas
ROURight-of-use
RPSRenewable Portfolio Standards
RTORegional Transmission Organization
S&PStandard & Poor’s Ratings Services
SECUnited States Securities and Exchange Commission
SERCSERC Reliability Corporation (formerly Southeast Electric Reliability Council)
SNFSpent Nuclear Fuel
SOASociety of Actuaries
SOFRSecured Overnight Financing Rate
SPDESState Pollutant Discharge Elimination System
SPPSouthwest Power Pool
STEMScience, Technology, Engineering, and Mathematics
GLOSSARY OF TERMS AND ABBREVIATIONS
Other Terms and Abbreviations
STPNOCSTP Nuclear Operating Company
TEFTexas Energy Fund
TMATax Matters Agreement
TWhTerawatt-hour
U.S. Court of Appeals for the D.C. CircuitUnited States Court of Appeals for the District of Columbia Circuit
U.S. TreasuryU.S. Department of the Treasury
UECUnamortized Energy Contract
VIEVariable Interest Entity
WECCWestern Electric Coordinating Council
ZECZero 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.

Table of Contents

PART I

Next: Item 1. BUSINESS