Constellation Energy (CEG) 10-K risk factor changes: FY2025 vs FY2024

Such risks, which could negatively affect our [removed: consolidated] [added: results of operations or] financial [removed: statements,] [added: condition,] fall primarily under the categories below:

- emerging [removed: technologies and] [added: technologies,] business models, [added: and demand driven by industry trends,] including those related to climate change mitigation and transition to a [removed: low-carbon] [added: low-emissions] economy.

- the safe, secure and effective operation of our [removed: nuclear] facilities and the ability to effectively manage [removed: the associated] [added: nuclear] decommissioning obligations,

Risks related to the [removed: proposed] 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 [removed: share and significant transaction costs,][added: share,]

We are exposed to commodity price risk for [removed: natural gas] [added: fuel] and the unhedged portion of our generation portfolio.

The supply markets for nuclear fuel, natural gas, and oil are subject to price fluctuations, [added: availability restrictions, tariffs, counterparty default, and geopolitical risk, which could have a material adverse impact on our results of operations or financial condition.]

[removed: availability restrictions, tariffs, counterparty default, and geopolitical risk, including] [added: 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, [added: Russia,] and Canada impacting the exports and imports of Russian nuclear fuel.

Non-performance by these suppliers could have a material adverse impact on our [removed: consolidated] [added: results of operations or] financial [removed: statements.][added: condition.]

Unfavorable economic conditions, milder than normal weather, [added: regulatory intervention,] and the growth of energy efficiency and demand response programs can [added: 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 [added: lower market prices, including periods of negative pricing, and] loss of revenue for baseload generating plants such as our nuclear plants.

Market [removed: Designs.] [added: Design.] The wholesale markets vary from region to region with distinct rules, [removed: practices] [added: practices,] and procedures.

Changes in these market rules, problems with rule implementation, or failure of any of these markets could adversely affect our [removed: business.][added: business with little notice.]

[removed: The existence of inflation] [added: An increase] in [removed: the economy has resulted in, or may] [added: inflation rates could] result [removed: in,] [added: in] higher interest rates and capital costs, increased costs of labor, and other similar effects.

We [removed: are potentially] [added: may be] affected by emerging technologies that could, over time, affect or transform the energy industry.

Advancements in nuclear technology, [removed: carbon capture sequestration,] [added: CCUS,] storage and advanced geothermal may contribute to a substantial increase in the supply of clean, reliable baseload power, impacting market prices.

[removed: Carbon sequestration] [added: CCUS] 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.

Each of these factors could affect our [removed: consolidated] [added: results of operations or] financial [removed: statements] [added: condition] through, among other things, reduced operating revenues, increased operating and maintenance expenses, increased capital expenditures, and potential asset impairment charges or accelerated depreciation and decommissioning expenses over shortened remaining asset useful lives.

We have significant obligations in these areas and hold substantial assets in these trusts to meet those [removed: obligations.]

As of December 31, [removed: 2024,] [added: 2025,] approximately [removed: 35%, 11%,] [added: 26%, 8%,] and [removed: 20%] [added: 13%] of our available credit facilities were with European, Canadian, and Asian banks, respectively.

Our business is subject to credit quality standards that could require [removed: market participants] [added: us] to post collateral for [removed: their] [added: our] obligations upon a decline in ratings.

[removed: Failure to meet those arrangements could give rise to a project-specific financing default which, if not cured or waived, could result in the specific project being required to repay the associated debt or] other borrowings earlier than otherwise anticipated, and if such repayment were not made, the lenders or security holders would generally have broad remedies, including rights to foreclose against the project assets and related collateral or to force our subsidiaries in the project-specific financings to enter bankruptcy proceedings.

The impact of bankruptcy could result in the impairment [added: or loss] of certain project assets.

As a result, we cannot predict the impact that our commodity trading activities and risk management decisions could have on our [removed: consolidated] [added: results of operations or] financial [removed: statements.][added: condition.]

Our operations are affected by weather, which impacts demand for electricity and natural gas, the price of energy commodities, [removed: as well as] [added: and] operating conditions.

[removed: To the extent that] [added: Warmer] weather [removed: is warmer] in the summer or colder [added: weather] in the winter than [removed: assumed, we] [added: assumed] could require greater resources to meet our contractual commitments.

It could also impair our ability to transport natural [added: gas to our generating assets and regassification facilities as well as our ability to supply natural gas to our customers.]

[removed: In addition, drought-like] [added: Drought-like] conditions limiting water usage could impact our ability to run certain generating assets at full capacity.

Weather projections suggest increases to summer [removed: temperature and] [added: temperature,] humidity trends, [removed: as well as] [added: and] more erratic precipitation and storm patterns over the long term in the areas where we have generation assets.

The frequency [removed: in which] [added: of] weather conditions [removed: emerge] outside the current expected climate norms could contribute to the weather-related impacts discussed above.

An impairment would require us to reduce the carrying value of the long-lived asset and goodwill to fair value through a non-cash charge to expense by the amount of the [removed: impairment.][added: impairment and could have a material adverse impact on our future operating results or financial condition.]

[removed: To the extent that any of these counterparties are] affected by deterioration in their creditworthiness or the agreements are otherwise determined to be unenforceable, we could be held responsible for the obligations.

Our [removed: consolidated] [added: results of operations and] financial [removed: statements] [added: condition] are significantly affected by our sales and purchases of commodities at market-based rates, as opposed to cost-based or other similarly regulated [removed: rates, and federal and state regulatory and legislative developments related to emissions, climate change, capacity market mitigation, energy price information, resilience, fuel diversity, and RPS.][added: rates.]

The PTC benefiting existing nuclear plants included in the IRA (starting January 1, 2024) [added: and affirmed by the OBBBA] continues to be the subject of additional guidance issued from the U.S. Treasury and IRS, which may negatively impact the amount of benefits we ultimately receive.

See Note 3 — Regulatory Matters of the Combined Notes to Consolidated Financial Statements for additional [removed: information on the nuclear PTC.][added: information.]

Violations of these requirements could subject us to enforcement actions, capital expenditures to bring existing facilities into compliance, additional operating costs for remediation and [removed: clean-up costs, civil penalties and exposure to third parties’ claims for alleged health or property damages or operating restrictions to achieve compliance.][added: cleanup]

In addition, we are subject to liability under these laws for the remediation costs for environmental contamination of property [removed: now] [added: currently] or formerly owned by us and of property contaminated by hazardous substances we generated or released.

Federal and state legislation mandating the implementation of energy conservation [removed: programs] [added: programs, GHG emission limitations,] and new energy consumption technologies could cause declines in customer energy consumption and lead to a decline in our operating revenues.

BUSINESS – Environmental Matters and Regulation – Renewable and Clean Energy Standards and “We [removed: are potentially] [added: may be] affected by emerging technologies that [removed: could] [added: could,] over [removed: time] [added: time,] affect or transform the energy industry” above for additional information.

FERC has the exclusive authority to license most non-federal hydropower projects located on navigable waterways, federal lands, or connected to the interstate [removed: electric] [added: electrical] grid.

- the ability to retire or repower units,

- energy policy, including market design,

- rapid development and integration of AI technologies,

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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.

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.

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.

Further, advancements in AI and other technology could lead to reduced barriers of entry resulting in increased competition from new market participants.

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obligations.

Failure to meet those arrangements could give rise to a project-specific financing default which, if not cured or waived, could result in the specific project being required to repay the associated debt or

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In addition, we expect to have a significant goodwill balance following the acquisition of Calpine in January 2026.

We expect that the consideration transferred is greater than the fair value of the net assets acquired, and therefore we anticipate recording goodwill on the opening balance sheet.

To the extent that any of these counterparties are

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Expiration or termination of our PPAs and other contractual agreements may significantly reduce our revenue and allow the counterparty or customer to seek liquidated damages.

A material portion of our portfolio is sold under PPAs that expire at various times.

We seek to extend contracts or sell any generation not sold under PPAs on a short-term basis as market opportunities arise.

Our non-contracted generation is generally sold on the spot market at current market prices as merchant energy.

When the terms of each of our various PPAs expire, it is possible that the price paid to us for generation under subsequent arrangements or in short-term markets may be significantly less than the price paid to us under the PPA.

Without the benefit of PPAs, we may not be able to sell any or all of the capacity from these generation facilities at commercially attractive rates, and these generation facilities may not be able to operate profitably.

The counterparty or customer may terminate or fail to comply with the terms of our PPAs, construction agreements, commodity contracts, maintenance agreements and other contractual arrangements.

Additionally, if we fail to meet our contractual obligations they may seek to enforce the liquidated damages provisions contained in such agreements.

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Federal and state regulatory and legislative action designed to limit market-based rates through capacity market mitigation, energy and capacity pricing restrictions, new generation mandates, or other means, may negatively impact our results of operations.

Additionally, Federal Power Act Section 202(c) authorizes the issuance of emergency orders requiring power plants to operate or to mandate temporary electricity connections to prevent grid failure during emergencies such as severe weather, fuel shortages, or sudden demand spikes.

The exercise of such authority could have an adverse impact on our results of operations if we are required to operate units when it is not economical.

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costs, civil penalties and exposure to third parties’ claims for alleged health or property damages or operating restrictions to achieve compliance.

Following the Calpine acquisition in January 2026, we have several government awards for projects involving cost-share agreements with the DOE, which could be affected by our inadvertent failure to comply with certain laws, rules, and regulations.

At five facilities, Calpine has completed or commenced front-end engineering design studies for post-combustion CCUS technology and has also received funding from the DOE for certain geothermal drilling technologies for the Geysers Assets.

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As a recipient of federal funds under grants and cooperative agreements, in addition to our ordinary contractual obligations, we must comply with various rules and regulations applicable to entities that perform awards in support of government entities.

Many of these additional obligations are contained in the terms of the awards themselves and in federal regulations, which regulate the formation, administration and performance of non-procurement federal financial assistance awards, which are subject to change.

We must also comply with various national policy requirements prescribed by statute, executive order, policy guidance issued by the Executive Office of the President or other regulations subject to change.

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

In addition, a significant decrease in market participation could affect market liquidity and have a detrimental effect on market stability.

We could be negatively affected by the impacts of weather.

gas to our generating assets and our ability to supply natural gas to our customers.

In addition, we have a material goodwill balance as of December 31, 2024.

We are subject to risks associated with climate change.

Climate adaptation risk refers to risks to our facilities or operations that may result from changes in the physical climate, such as changes to temperatures, weather patterns and sea level rise.

We periodically perform analyses to better understand how climate change could affect our facilities and operations.

As such, we have well-developed response and recovery programs based on historical weather events and patterns.

In addition, changes to the climate may impact levels and patterns of demand for energy and related services, which could affect our operations.

Over time, we may need to make additional investments to adapt to changes in operational requirements as a result of climate change.

We also periodically perform analyses of potential pathways to reduce power sector and economy-wide GHG emissions to mitigate climate change.

For plants operated but not wholly owned by us, we could also incur liability to our co-owners.

For nuclear plants not operated and not wholly owned by us, from which we receive a portion of the plants’ output, our results of operations are dependent on the operational performance of the operators and could be adversely affected by a significant event at those plants.

The operator's nuclear fuel procurement plan could impact our results of operations.

Additionally, poor operating performance at nuclear plants not owned by us could result in increased regulation and reduced public support for nuclear-fueled energy.

Closure of generating plants owned by others, or extended interruptions of generating plants or failure of transmission lines, could adversely affect transmission systems and the sale and delivery of electricity in markets served by us.

electric system.

As an example, our data centers are hosted in vendor-managed co-location facilities.

generating units.

Also, the ability of energy transmission and distribution companies to maintain the reliability, resiliency and safety of their energy delivery systems could affect our ability to deliver energy to our customers and affect our operating costs.

Equipment, even if maintained in accordance with good industry practices, is subject to operational failure, including events that are beyond our control, and could require significant expenditures to remedy.

In 2024 we announced the planned restart of our Crane nuclear generation facility which will require hiring skilled employees to restart and operate the plant.

Our ability to source qualified employees will impact the timing and cost of the restart.

If we are unable to source the necessary workforce it could result in unfavorable financial results and/or a delay to Crane's restart.

All these

We may encounter difficulties in satisfying the conditions for the completion of the Merger Agreement, including obtaining the necessary regulatory approvals, within the expected time frame or at all.

Such challenges could delay the completion of the merger or impose conditions that could cause abandonment of the Merger Agreement.

Consummation of the merger is subject to the satisfaction or waiver of specified closing conditions, including: (1) the receipt of regulatory approvals required to consummate the Merger Agreement; (2) the expiration or termination of the applicable waiting period under the HSR Act; and (3) other customary closing conditions.

Completion of the merger is conditioned upon the receipt of consents, orders, approvals or clearances, to the extent required, from various regulatory authorities, including DOJ, FERC, and public utility commissions or similar entities in certain states in which the companies operate.

We cannot provide assurance that all required regulatory approvals will be obtained or that these approvals will not contain terms, conditions or restrictions that would be unacceptable and, accordingly, the merger may be delayed or may not be consummated.

In connection with the required regulatory approvals and to prevent market power concerns, we are expecting to sell certain of the combined company’s PJM natural-gas-fired generating assets following the closing of the merger.

The Merger Agreement generally permits us to terminate the Merger Agreement if the final terms of any of the required regulatory consents or approvals include any Burdensome Condition (as defined in the Merger Agreement).

In addition, the Merger Agreement provides that either we or Calpine could terminate the Merger Agreement if the merger is not completed by December 31, 2025 (which date may be automatically extended to June 1, 2026, as further provided in the Merger Agreement).

If the Merger Agreement is terminated under certain circumstances due to the failure to obtain regulatory approvals, the failure to obtain regulatory approvals without Burdensome Conditions, or the breach by us of our obligations in respect of obtaining regulatory approvals, we would be required to pay Calpine a termination fee of $500 million as liquidated damages.

Further, the share price of our common stock may decline to the extent that the current market price reflects an assumption by the market that the merger will be completed.

In addition, the companies have operated and, until the completion of the merger, will continue to operate, independently.

in, our ongoing businesses or inconsistencies in standards, controls, procedures and policies, which could negatively impact the combined company.

We are obligated to complete the transaction whether or not we have obtained the required funding for closing.

We are funding the transaction using $4.5 billion in cash and by issuing 50 million shares of common stock.

We are [removed: a] [added: the nation's largest] producer of [removed: carbon-free] [added: clean] energy and a [added: leading] supplier of energy products and services.

Through our integrated business operations, we sell electricity, natural gas, and other energy-related products and sustainable solutions to various types of customers, including distribution utilities, municipalities, cooperatives, and commercial, [added: industrial, public sector, and residential customers in markets across multiple geographic regions.]

We have five reportable segments: Mid-Atlantic, Midwest, New York, [removed: ERCOT] [added: ERCOT,] and Other Power Regions.

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations summarizes results for the year ended December 31, [removed: 2024] [added: 2025] compared to the year ended December 31, [removed: 2023.][added: 2024.]

For discussion of the year ended December 31, [removed: 2023] [added: 2024] compared to the year ended December 31, [removed: 2022,] [added: 2023,] refer to ITEM 7.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS in the [removed: 2023] [added: 2024] Form 10-K, which was filed with the SEC on February [removed: 27, 2024.][added: 18, 2025.]

[removed: Proposed Acquisition] [added: Acquisition] of Calpine Corporation

[removed: On] [added: (g)In] January [removed: 10, 2025, we entered an agreement and plan of merger (Merger Agreement) with Calpine Corporation (Calpine) under which] [added: 2026,] we [removed: will acquire] [added: acquired] all [added: of] the outstanding equity [removed: interests] [added: interest] of Calpine in a cash and stock transaction.

[added: After considering divestitures connected with certain regulatory approvals,] Calpine owns and operates a generation fleet of natural gas, geothermal, battery storage, and solar assets with [removed: over 27] [added: approximately 23] GWs of generation capacity, in addition to a competitive retail electric supplier platform serving approximately [removed: 2.5 million customers with 60] [added: 62] TWhs of load annually.

This acquisition is complementary [removed: to] [added: to,] and aligns strategically [removed: with] [added: with,] our existing business operations and provides both increased scale and meaningful market diversification.

[removed: We will couple] [added: The merger couples] the largest producer of clean, [removed: carbon-free] [added: emissions-free] energy with the reliable, dispatchable natural gas assets of Calpine, and also [removed: create] [added: creates] the nation’s leading competitive retail electric supplier, providing increased scale, diversification and complementary capabilities that [removed: will] enable us to meet growing demand with a broader array of energy and sustainability products.

The addition of Calpine [removed: will strengthen] [added: strengthens] our essential role in providing clean, [removed: reliable, and affordable] [added: reliable] energy as the nation seeks to transition to a more sustainable future, and will better position us to pursue investments in new and existing technologies to meet growing demand.

See Note 2 — Mergers, Acquisitions, and Dispositions of the Combined Notes to [added: the Combined] Consolidated [removed: Financial Statements] for additional information.

[removed: We expect Crane will also be eligible] [added: The uprates are expected to qualify] for the technology-neutral clean electricity PTC (45Y) provided for by the IRA [added: and preserved by the OBBBA] for its first 10 years of operations.

[removed: Nuclear PTC][added: - Lower Nuclear PTC revenues in 2025.]

[added: Nuclear PTC.] Beginning in 2024, our [removed: existing] nuclear units are eligible for a PTC extending through 2032.

The nuclear PTC [removed: (45U)] provides a transferable credit up to $15 per MWh [removed: (a base credit of $3 per MWh with a five times multiplier provided certain prevailing wage requirements are met)] and is subject to phase-out when annual gross receipts are between $25.00 per MWh and $43.75 per [removed: MWh.][added: MWh and $26.00 per MWh and $44.75 per MWh for 2024 and 2025, respectively.]

Both the amount of the PTC and the gross receipts thresholds adjust for inflation [removed: after 2024] [added: annually] through the duration of the program based on the GDP price deflator for the preceding calendar year.

See Note 6 — Government Assistance of the Combined Notes to [added: the] Consolidated Financial Statements for additional information.

See Note [added: 16 — Debt and Credit Agreements and Note] 19 — Shareholders' Equity of the Combined Notes to Consolidated Financial Statements for additional information.

Under a corollary bill, the Department of Energy has begun the process of distributing billions of dollars that were previously appropriated to support expansion of the domestic nuclear fuel cycle within the United States to improve [removed: carbon-free] [added: emissions-free] energy security.

Management believes that the accounting policies described below require significant judgment in their application or incorporate estimates and assumptions that are inherently uncertain and that may change in subsequent [removed: periods.][added: periods, which could have a material impact to our results of operations or financial condition.]

The AROs associated with decommissioning our nuclear units were [removed: $12.2] [added: $12.9] billion at December 31, [removed: 2024.][added: 2025.]

The nuclear decommissioning obligation is adjusted on a regular basis due to the passage of time and revisions to the key assumptions for the expected timing and/or estimated amounts of the future undiscounted cash flows [added: required to decommission the nuclear plants, based upon the following methodologies and significant estimates and assumptions:]

[removed: The] [added: An] ARO is not required or permitted to be [removed: re-measured] [added: remeasured] for changes in the CARFR that occur in isolation.

Increases in [removed: the] [added: an] ARO due to upward revisions in estimated undiscounted cash flows are considered new obligations and are measured using a current CARFR as the increase creates a new cost layer within the ARO.

Any decrease in the estimated undiscounted future cash flows relating to [removed: the] [added: an] ARO are treated as a modification of an existing ARO cost layer and, therefore, are measured using the average historical CARFR [removed: rates] used in creating the initial ARO cost layers.

If all our future nominal cash flows associated with [removed: the ARO] [added: AROs] were to be discounted at the current prevailing CARFR, the obligation would decrease from approximately [removed: $12.2] [added: $12.9] billion to approximately [removed: $11.2] [added: $11.3] billion.

The following table illustrates the [removed: significant] impact that changes in the CARFR, when combined with changes in projected amounts and expected timing of cash flows, can have on the valuation of [removed: the ARO:][added: our AROs:]

| Change in the CARFR applied to the annual ARO update | | | Increase (Decrease) to [removed: ARO] [added: AROs] as of December 31, [removed: 2024] [added: 2025] | | |

| [removed: 2023] [added: 2024] CARFR rather than the [removed: 2024] [added: 2025] CARFR | | | $ | [removed: (300)] [added: 100] | |

| [removed: 2024] [added: 2025] CARFR increased by 50 basis points | | | [removed: (790)] [added: (100)] | | |

| [removed: 2024] [added: 2025] CARFR decreased by 50 basis points | | | [removed: 990] [added: 125] | | |

ARO Sensitivities. Changes in the assumptions underlying [removed: the] [added: an] ARO could materially affect the decommissioning obligation.

The impact of a change in any one of these assumptions to [removed: the] [added: an] ARO is highly dependent on how the other assumptions may correspondingly change.

| Change in ARO Assumption | | | Increase (Decrease) to [removed: ARO] [added: AROs] as of December 31, [removed: 2024] [added: 2025] | | |

| Uniform increase in escalation rates of 50 basis points | | | $ | [removed: 2,290] [added: 2,175] | |

| Increase the estimated costs to decommission the nuclear plants by [removed: 10 percent] [added: 10%] | | | [removed: 770] [added: 750] | | |

| Increase the likelihood of the DECON scenario by [removed: 10 percent] [added: 10%] and decrease the likelihood of the SAFSTOR scenario by [removed: 10 percent(a)] [added: 10%(a)] | | | [removed: 130] [added: 100] | | |

| Shorten each unit's probability-weighted operating life assumption by [removed: 10 percent(b)] [added: 10%(b)] | | | [removed: 430] [added: 250] | | |

On January 7, 2026, we acquired 100% of the outstanding equity of Calpine for a purchase price of approximately $22 billion.

The merger consideration consisted of 50 million newly issued shares of our common stock, no par value, and approximately $4.5 billion in cash on hand.

In 2024, we announced the restart of Three Mile Island Unit 1, renamed as the Crane Clean Energy Center.

The restart is supported by a 20-year PPA with Microsoft to purchase the output generated from the renewed plant.

In November 2025, the DOE Office of Energy Dominance Financing issued a guarantee for up to $1.0 billion for an unsecured loan from the Federal Financing Bank to support the restart of the Crane Clean Energy Center.

The loan will mature in October 2055.

Interest rates on the loan will be fixed upon each advance at a spread of 37.5 basis points above U.S. Treasuries of comparable maturity.

Cash from operations will fund the remaining capital expenditures.

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Conowingo Hydroelectric Project License Renewal

In September 2025, we reached a settlement agreement with MDE, Lower Susquehanna Riverkeeper Association, and Waterkeepers Chesapeake, that resolves all outstanding issues related to obtaining a water quality certification from MDE.

As a result, MDE issued a water quality certification, clearing the way for the re-licensing and continued operation of our Conowingo hydroelectric facility.

The terms of the agreement include operational improvements and commitments for water quality and resiliency, trash and debris removal, aquatic life passage, freshwater mussel restoration, dredging and invasive species management.

Clinton Clean Energy Center

In June 2025, we signed a 20-year PPA with Meta Platforms, Inc. (Meta) for the output of the Clinton Clean Energy Center to support Meta’s clean energy goals and operations in the region with emissions-free nuclear energy.

The agreement, beginning in June 2027, supports the relicensing and continued operations of Clinton for another two decades after the state’s ZEC program expires.

This deal will expand Clinton’s clean energy output by 30 megawatts through plant uprates, expected to be fully complete in 2029, and will enable the Clinton Clean Energy Center to continue to flow power onto the local grid, providing grid reliability and low-cost power to the region for decades to come.

PJM Market Reform

On January 16, 2026, the National Energy Dominance Council, with support from Governors within the PJM territory, urged PJM to file proposed tariff revisions at FERC to address reliability and pricing within its capacity auctions.

These changes aim to increase supply which is increasingly important as energy-intensive sectors expand.

The proposed changes include: 1) providing revenue certainty to new generation (for instance, through a Reliability Backstop Auction to procure new, out of market capacity resources), 2) protecting residential customers from capacity price increases, 3) allocating costs to data centers through the Reliability Backstop Auctions, 4) improving load forecasting, specifically large load modeling, 5) accelerating ongoing generator interconnection studies, and 6) performing market studies to ensure the long-term viability of the PJM capacity market.

While this is an emerging issue and tariff revisions have not been developed, this has the potential to impact future revenues received by our fleet.

FERC Issues Order in PJM Show Cause Proceeding

In December 2025, FERC found PJM's tariff unjust and unreasonable because it lacked sufficient clarity and consistency regarding rates, terms, and conditions of service for serving co-located load.

The order also found that the existing behind-the-meter generation rules permitting netting of load and supply were no longer just and reasonable, with certain limited exceptions.

FERC also directed that PJM make three new transmission services available to co-located loads: an interim, interruptible network integration transmission service, a permanent firm contract demand service, and a non-firm contract demand service.

The rates, terms and conditions for these services will be developed in upcoming compliance filings and a paper hearing at FERC in 2026, as will the scope of technical studies required to pursue service of co-located load ion such services.

One Big Beautiful Bill Act

We continue to see legislative support for nuclear energy generation, including the passage of the OBBBA.

Signed into law in July 2025, the OBBBA both preserves certain federal tax credits from the IRA and enhances certain credits to allow advanced nuclear facilities to qualify for the energy communities bonus adder, subject to eligibility requirements.

It also preserves tax credits which benefit our efforts to commercialize CCUS for natural gas power generation and maintains tax credits for geothermal and certain other investments.

Overall, the OBBBA reinforces the long-term economic viability of our nuclear generation assets.

[Table of](#i8e2386e200d742fb966f6f408a4424ab_22) [Contents](#i8e2386e200d742fb966f6f408a4424ab_22)

(b)Excludes Zion as the ARO is associated with its SNF storage facility.

Acquisition Accounting

As part of the qualitative assessment, we evaluate macroeconomic conditions, such as deterioration in general economic conditions, industry and market considerations, cost factors, and overall financial performance.

If we determine, on the basis of qualitative factors, that the fair value of the reporting unit is more likely than not greater than the carrying amount, no further testing is required.

If the qualitative test determines that it is more likely than not that the fair value of the reporting unit is less than its carrying amount, a quantitative goodwill impairment test is performed by calculating the fair value of the reporting unit and comparing it to its carrying amount.

The fair value of the reporting units is calculated using a weighted combination of the income approach, which estimates fair value based on discounted cash flows, and the market approach, which estimates fair value based on market comparables in our industry.

The income approach uses our internal forecasts to determine estimated cash flows and uses significant assumptions including, but not limited to growth rates, discount rates, customer attrition rates, useful lives, and tax rates.

industrial, public sector, and residential customers in markets across multiple geographic regions.

Completion of the transaction is conditioned upon review of the transaction by the DOJ, and approval by the FERC, NYPSC, and PUCT, in addition to other regulatory bodies, and is also subject to other customary closing conditions.

During the third quarter of 2024, we executed a 20-year PPA with Microsoft that will support the restart of Three Mile Island Unit 1, renamed as the Crane Clean Energy Center, which was retired in 2019 for economic reasons.

Under the agreement, Microsoft will purchase the output generated from the renewed plant as part of its goal to help power its data centers in PJM with clean energy.

We estimate the project will require approximately $1.6 billion of cash from operations for capital expenditures necessary to restart the plant, with an estimated in-service date of 2028.

Additionally, through a separate request, we will pursue obtaining a renewed license that will extend operations at the plant to at least 2054.

We have evaluated and expect to meet the annual prevailing wage requirements at all our nuclear units and are eligible for the five times multiplier.

The benefits of the PTC may be realized through a credit against our federal income taxes or transferred via sale to an unrelated party.

For the year ended December 31, 2024, our Consolidated Statements of Operations and Comprehensive Income include a nuclear PTC benefit of approximately $2,080 million in Operating revenues.

Share Repurchase Program

As part of our capital allocation plan, our Board of Directors has authorized up to $3 billion of share repurchases of our outstanding common stock to-date, of which $991 million has yet to be exercised.

required to decommission the nuclear plants, based upon the following methodologies and significant estimates and assumptions:

| | | | | | |

| --- | --- | --- | --- | --- | --- |

__________

(b)Excludes Crane and Zion.

Purchase Accounting

We first perform a qualitative assessment to determine whether a quantitative assessment is necessary.

As part of the qualitative assessment, we evaluate, among other things, management’s best estimate of projected operating and capital cash flows for the reporting units and changes in certain market conditions, including the discount rate.

Significant assumptions used in these fair value analyses include discount and growth rates, energy prices, and projected operating and capital cash flows.

While the 2024 annual assessments indicated no impairments, certain assumptions used in the assessment are highly sensitive to changes.

The estimation of asset useful lives requires management judgment, supported by formal depreciation studies of historical asset retirement experience.

Depreciation studies are generally conducted periodically if an event, regulatory action, or change in retirement patterns indicate an update is necessary.

Along with depreciation study results, management considers expected future energy market conditions and generation plant operating costs and capital investment requirements in determining the estimated useful lives of our generating facilities and reassesses the reasonableness of estimated useful lives whenever events or changes in circumstances warrant.

Changes in estimated useful lives of electric generating assets could have a significant impact on future results of operations.

We reassess our economic hedges on a regular basis to determine if they continue to be within the guidelines of the RMP.

| | | | Actual Assumption | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | 5.66 | | % | | | | 5.63 | | % | | | | (0.5) | | % | | | | 17 | | | | | | 1 | | | | | | 18 | | |

| Discount rate(a) | | | 5.66 | | % | | | | 5.63 | | % | | | | 0.5 | | % | | | | (319) | | | | | | (59) | | | | | | (378) | | |

| | | | 5.66 | | % | | | | 5.63 | | % | | | | (0.5) | | % | | | | 346 | | | | | | 64 | | | | | | 410 | | |

Further, the nuclear PTC continues to be the subject of additional

| | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | 2024 | | | | | | 2023 | | | | | | | | |

Under IRS regulations, NDT fund investment returns are taxed at different rates for investments if they are in qualified or non-qualified funds.

| | | | 2024 | | | | | | | | | | | | 2023 | | | | | | | | |

| Asset Impairments (net of taxes $— and $9, respectively) | | | — | | | | | | — | | | | | | 62 | | | | | | 0.19 | | |

(d)Represents certain incremental costs related to the separation (system-related costs, third-party costs paid to advisors, consultants, lawyers, and other experts assisting in the separation), including a portion of the amounts billed to us pursuant to the TSA.

- Favorable net mark-to-market activity and other fair value adjustments;

- Favorable nuclear PTC activity related to the IRA beginning in 2024; and

To reduce commodity price risk caused by market fluctuations, we enter [added: into] non-derivative contracts as well as derivative contracts, including swaps, futures, forwards, and options, with approved counterparties to hedge anticipated [removed: exposures.][added: exposures in locations and periods where our load serving activities do not naturally offset existing generation portfolio risk.]

We expect the settlement of the majority of our economic hedges will occur during [removed: 2025] [added: 2026] through [removed: 2027.][added: 2028.]

Beginning in 2024, our existing nuclear fleet is eligible for [removed: the] [added: a] nuclear [removed: PTC provided by the IRA,] [added: PTC,] an important tool in managing commodity price risk for each nuclear unit not already receiving state support.

[removed: The nuclear PTC provides increasing levels of support as unit revenues] decline below levels established in the IRA and is further adjusted for inflation [removed: after 2024] [added: annually] through the duration of the program based on the GDP price deflator for the preceding calendar year.

See Note 6 — Government Assistance of the Combined Notes to Consolidated Financial Statements for additional [removed: information on the nuclear PTC.][added: information.]

The forecasted market price risk exposure [added: as of December 31, 2025] for our [removed: entire economic hedge] portfolio associated with a [added: hypothetical] $5/MWh reduction in the annual average around-the-clock energy price [removed: based on December 31, 2024 market conditions and hedged position] results in an [removed: immaterial] impact to earnings [added: that is not material] for [removed: 2025] [added: 2026] and [removed: 2026, respectively, largely due to the nuclear PTC.][added: 2027.]

We engage a diverse set of suppliers to secure the nuclear fuel needed to continue to operate [added: our nuclear fleet long-term.]

Approximately [removed: 45%] [added: 35%] of our uranium concentrate requirements from [removed: 2025] [added: 2026] through [removed: 2029] [added: 2030] are supplied by three suppliers.

Non-performance by these counterparties could have a material adverse impact on our [removed: consolidated] [added: results of operation or] financial [removed: statements.][added: condition.]

The following table provides detail on changes in our commodity [removed: mark-to-market] [added: derivative contract] net assets (liabilities) balance sheet position from [removed: December 31, 2022] [added: January 1, 2024] to December 31, [removed: 2024.][added: 2025.]

This table incorporates the [removed: mark-to-market activities] [added: unrealized gains and losses] that are immediately recorded in earnings.

See Note 15 — Derivative Financial Instruments of the Combined Notes to Consolidated Financial Statements for additional information on the balance sheet classification of the [removed: mark-to-market] commodity [added: derivative] contract net assets (liabilities) recorded as of December 31, [removed: 2024] [added: 2025] and [removed: 2023.][added: 2024.]

| Beginning balance as of January 1(a) | | | $ | [removed: 1,108] [added: 317] | | | | | $ | [removed: 1,046] [added: 1,108] | | | | | | | | | | | | | |

| Total change in fair value of contracts recorded in results of operations | | | [removed: (654)] [added: (725)] | | | | | | [removed: (2,530)] [added: (654)] | | | | | | | | | | | | | | |

| Reclassification to realized at settlement of contracts recorded in results of operations | | | [removed: 1,934] [added: 104] | | | | | | [removed: 1,561] [added: 1,934] | | | | | | | | | | | | | | |

| Changes in allocated collateral | | | [removed: (1,813)] [added: 764] | | | | | | [removed: 1,502] [added: (1,813)] | | | | | | | | | | | | | | |

| Net option premium paid (received) | | | [removed: (216)] [added: (38)] | | | | | | [removed: (26)] [added: (216)] | | | | | | | | | | | | | | |

| Option premium amortization | | | [removed: (32)] [added: 103] | | | | | | [removed: (183)] [added: (32)] | | | | | | | | | | | | | | |

| Upfront payments and amortizations(b) | | | [removed: (10)] [added: (23)] | | | | | | [removed: (249)] [added: (10)] | | | | | | | | | | | | | | |

| Foreign currency translation | | | [removed: —] [added: 2] | | | | | | [removed: (13)] [added: —] | | | | | | | | | | | | | | |

| Ending balance as of December 31(a) | | | $ | [removed: 317] [added: 504] | | | | | $ | [removed: 1,108] [added: 317] | | | | | | | | | | | | | |

(b)Includes derivative contracts acquired or sold through upfront payments or receipts of cash, excluding option [removed: premiums] [added: premiums,] and the associated amortizations.

The following table presents maturity and source of fair value for [removed: mark-to-market] commodity [added: derivative] contract net assets (liabilities).

| | | | [removed: 2025] [added: 2026] | | | | | | [removed: 2026] [added: 2027] | | | | | | [removed: 2027] [added: 2028] | | | | | | [removed: 2028] [added: 2029] | | | | | | [removed: 2029] [added: 2030] | | | | | | [removed: 2030] [added: 2031] and Beyond | | | | | | | | |

| [removed: Normal Operations, Commodity] [added: Commodity] derivative [removed: contracts(a)(b):] [added: contracts(a):] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Actively quoted prices (Level 1) | | | $ | [removed: 66] [added: 145] | | | | | $ | [removed: 67] [added: 26] | | | | | $ | [removed: 18] [added: (17)] | | | | | $ | [removed: (8)] [added: (12)] | | | | | $ | [removed: (4)] [added: —] | | | | | $ | — | | | | | $ | [removed: 139] [added: 142] | |

| Prices provided by external sources (Level 2) | | | [removed: 150] [added: 86] | | | | | | [removed: 9] [added: 99] | | | | | | [removed: 15] [added: 31] | | | | | | [removed: (1)] [added: 6] | | | | | | [removed: 6] [added: —] | | | | | | — | | | | | | [removed: 179] [added: 222] | | |

| Prices based on model or other valuation methods (Level 3) | | | [removed: 127] [added: 236] | | | | | | [removed: (58)] [added: (130)] | | | | | | [removed: (94)] [added: 14] | | | | | | [removed: (18)] [added: (10)] | | | | | | [removed: (16)] [added: (28)] | | | | | | 58 | | | | | | [removed: (1)] [added: 140] | | |

[removed: (b)Amounts] [added: (a)Amounts] are shown net of collateral paid to and received from counterparties (and offset against [removed: mark-to-market] [added: derivative] assets and liabilities) of [removed: $586] [added: $1,352] million at December 31, [removed: 2024.][added: 2025.]

As part of the normal course of business, we routinely enter [added: into] physically or financially settled contracts for the purchase and sale of capacity, electricity, fuels, emissions allowances, and other energy-related products.

Any failure to collect these payments from counterparties could have a material impact on our [removed: consolidated] [added: results of operation or] financial [removed: statements.][added: condition.]

In these areas, power and related products are traded through bilateral agreements between buyers and sellers and in the energy markets [added: that are administered by the RTOs or ISOs, as applicable.]

Non-performance or non-payment by a major member of an RTO or ISO could result in a material adverse impact on our [removed: consolidated] [added: results of operations or] financial [removed: statements.][added: condition.]

We enter [added: into] commodity transactions on NYMEX, ICE, NASDAQ, NGX, and the Nodal exchange (each an Exchange and, collectively, Exchanges).

We may also utilize interest rate swaps to manage our interest rate [removed: exposure.][added: exposure, including derivatives to lock in rate levels in anticipation of future financings.]

A hypothetical 50 basis [removed: point increase] [added: points change] in [removed: the] interest rates associated with unhedged variable-rate [added: long term] debt [removed: (excluding Commercial Paper)] and [removed: fixed-to-floating] [added: interest rate] swaps would not have resulted in a material [removed: decrease in] [added: impact to] our earnings for the year ended December 31, [removed: 2024.][added: 2025.]

A hypothetical 25 basis [removed: points] [added: point] increase in interest rates and 10% decrease in equity prices would have resulted in a [removed: $943] [added: $1,099] million reduction in the fair value of our NDT trust assets as of December 31, [removed: 2024.][added: 2025.]

The nuclear PTC provides increasing levels of support as unit revenues

Commodity Derivative Activity

This table excludes all NPNS contracts.

| | | | 2025 | | | | | | 2024 | | | | | | | | | | | | | | |

| Total | | | $ | 467 | | | | | $ | (5) | | | | | $ | 28 | | | | | $ | (16) | | | | | $ | (28) | | | | | $ | 58 | | | | | $ | 504 | |

We use derivative instruments as economic hedges to mitigate exposure to fluctuations in commodity prices.

In locations and periods where our load serving activities do not naturally offset existing generation portfolio risk, remaining commodity price exposure is managed through portfolio hedging activities.

During this prompt three-year period, we seek to mitigate price risk associated with our load serving contracts, non-nuclear generation, and any residual price risk for our nuclear generation that the nuclear PTC and state programs may not fully mitigate.

our nuclear fleet long-term.

Trading and Non-Trading Marketing Activities

This table excludes all NPNS contracts and does not segregate proprietary trading activity.

| | | | 2024 | | | | | | 2023 | | | | | | | | | | | | | | |

| Total | | | $ | 343 | | | | | $ | 18 | | | | | $ | (61) | | | | | $ | (27) | | | | | $ | (14) | | | | | $ | 58 | | | | | $ | 317 | |

(a)Represents mark-to-market gains and losses on commodity derivative contracts that are recorded in the results of operations.

that are administered by the RTOs or ISOs, as applicable.

On February 21, 2021, the Board of Directors of Exelon [removed: Corporation (“Exelon”)] authorized management to pursue a plan to separate its competitive generation and customer-facing energy businesses, conducted through Constellation [removed: Energy Generation, LLC (“Constellation”, formerly Exelon Generation Company, LLC)] and its subsidiaries, into an independent, publicly traded company.

[removed: Constellation Energy Corporation (“CEG Parent” or the “Company”),] [added: 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.

As of 2002, Constellation has been an individual registrant [removed: since] [added: concurrent with] the registration of [removed: their] [added: its] public debt [removed: securities] under the Securities Act.

[removed: Our] [added: With 55 GWs of capacity from] nuclear, [added: natural gas, geothermal,] hydro, [removed: wind,] [added: wind] and solar [removed: generation facilities have] [added: facilities, our fleet has] the generating capacity to power the equivalent of [removed: 16] [added: 27] million homes, providing about [removed: 10 percent] [added: 10%] of the [removed: nation's] [added: nation’s] clean energy [removed: in] [added: and delivering] the [removed: United States.][added: around-the-clock reliability needed to power America’s growing economy.]

We are committed to investing in [removed: innovative] [added: innovation and new] technologies to drive the transition to a reliable, sustainable and secure energy future.

We operate the largest [removed: carbon-free] [added: 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.

[removed: Collectively, the combined] [added: Our] fleet is the cleanest large generation portfolio in the country [removed: (nearly 90% carbon-free based on generation output of electricity)] according to the [removed: 2024 Ceres] [added: 2025 ERM Report:] Benchmarking Air Emissions of the 100 Largest Electric Power Producers in the United States.

At December 31, [removed: 2024,] [added: 2025,] our owned generating resources [added: had a] total capacity of 31,676 [removed: MWs consisted] [added: MWs, consisting] of the following:

[removed: ][added: ]

In addition to the owned generating resources above, at December 31, [removed: 2024] [added: 2025,] we [removed: have] [added: had] contracted generation with a total capacity of [removed: 4,774] [added: 4,798] 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, [removed: 2024:][added: 2025:]

![FINAL - [removed: 2024] [added: 2025] Form 10-K - Generation Fleet [removed: Map.jpg](https://www.sec.gov/Archives/edgar/data/1868275/000186827525000023/ceg-20241231_g2.jpg)][added: Map.jpg](https://www.sec.gov/Archives/edgar/data/1868275/000186827526000032/ceg-20251231_g2.jpg)]

][added: Key.gif](https://www.sec.gov/Archives/edgar/data/1868275/000186827526000032/ceg-20251231_g3.gif)]

| Mid-Atlantic | | | | | | [removed: 10,387] [added: 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 | | | | | | [removed: 11,608] [added: 11,606] | | | | | | 37 | | % | | | | Western half of PJM and the United States footprint of MISO, excluding MISO’s Southern Region | | |

| ERCOT | | | | | | [removed: 4,740] [added: 4,742] | | | | | | 15 | | % | | | | Electric Reliability Council of Texas | | |

| Other Power Regions | | | | | | [removed: 1,848] [added: 1,849] | | | | | | 5 | | % | | | | New England, South, West, and Canada | | |

(b)Net generation capacity is stated at proportionate ownership share as of December 31, [removed: 2024.][added: 2025.]

The following table shows our total owned sources of electric supply of [removed: 208,434] [added: 204,944] GWhs and [removed: 202,474] [added: 208,434] GWhs for [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] respectively, which includes the proportionate share of output where we have an undivided ownership interest in jointly-owned generating plants.

[removed: ][added: ]

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 [removed: 60,983] [added: 63,999] GWhs and [removed: 67,215] [added: 60,983] GWhs for the years ended December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] respectively.

Our nuclear fleet is the nation’s largest, with current generating capacity of approximately 22 GWs, producing [removed: 182] [added: 183] TWhs of zero-emissions electricity during [removed: 2024] [added: 2025] – enough to power 16 million homes and avoid more than 122 million metric tons of carbon emissions according to the EPA GHG Equivalencies Calculator.

As of December 31, [removed: 2024,] [added: 2025,] 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.

Under the agreement, Microsoft will purchase the output generated from the renewed plant which includes energy, capacity and [removed: carbon-free] [added: emissions-free] attributes as part of its goal to help power its data centers in PJM with clean [added: reliable] energy.

The site, [removed: which is expected to be online in 2028,] [added: once operational,] will have approximately 835 MWs of [removed: carbon-free] [added: emissions-free] capacity.

The [added: timing of the] restart is subject to certain regulatory approvals, [added: interconnection-related construction,] permitting, and obtaining a renewed operating license.

See Note 2 — Mergers, Acquisitions, and Dispositions of the Combined Notes to Consolidated Financial Statements for additional information [removed: regarding the] [added: on our] acquisition of [removed: STP.][added: Calpine.]

During [added: 2025,] 2024, [removed: 2023,] and [removed: 2022,] [added: 2023,] our nuclear generating facilities achieved capacity factors(a) of [added: 94.7%,] 94.6%, [removed: 94.4%,] and [removed: 94.8%,] [added: 94.4%,] respectively, at ownership percentage.

In [removed: 2024,] [added: 2025,] we achieved an average refueling outage duration of [removed: 19] [added: 22] days for units we operate.

We achieved an average refueling outage duration of [added: 19 and] 21 days in [removed: both 2023] [added: 2024] and [removed: 2022,] [added: 2023,] respectively, against industry averages of [removed: 38] [added: 33] and [removed: 40] [added: 38] days, respectively.

In [added: 2025,] 2024, [removed: 2023,] and [removed: 2022,] [added: 2023,] electric supply (in GWhs) generated from our nuclear generating facilities was [added: 68%,] 67%, [removed: 65%,] and [removed: 64%,] [added: 65%,] respectively, of our total electric supply.

[removed: We have original 40-year operating licenses from the NRC for each] [added: All] of our nuclear units [added: were originally licensed by the NRC for 40 years] and have [added: since] received 20-year operating license [removed: renewals from the NRC for all our nuclear units except Clinton.][added: renewals.]

[added: Additionally,] PSEG and STPNOC have [removed: also] received 20-year [removed: operating] license renewals for the Salem and STP units, respectively.

Peach Bottom [removed: has previously] [added: and Dresden have] received [removed: a second 20-year] [added: subsequent] license renewal from the NRC for [removed: Units 2 and 3, for] a [added: second 20-year term, extending their operating period to a] total 80-year term.

See Note 3 — Regulatory Matters of the Combined Notes to Consolidated Financial Statements for additional information on [removed: the status of] Peach Bottom's [added: subsequent] license renewal.

| Station | | | | | | Unit | | | | | | [removed: In-Service Date(a)] [added: In-Service Date(a)] | | | | | | Current License Expiration | | |

| [removed: Clinton(b)] [added: Clinton] | | | | | | 1 | | | | | | 1987 | | | | | | [removed: 2027] [added: 2047] | | |

| [removed: Dresden(b)] [added: Dresden] | | | | | | 2 | | | | | | 1970 | | | | | | [removed: 2029] [added: 2049] | | |

| Peach [removed: Bottom(c)] [added: Bottom] | | | | | | 2 | | | | | | 1974 | | | | | | [removed: 2033] [added: 2053] | | |

See Note 3 — Regulatory Matters [added: and Note 6 — Government Assistance] of the Combined Notes to Consolidated Financial Statements for additional information.

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.

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.

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.

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.

[Table of](#i8e2386e200d742fb966f6f408a4424ab_22) [Contents](#i8e2386e200d742fb966f6f408a4424ab_22)

[Table of](#i8e2386e200d742fb966f6f408a4424ab_22) [Contents](#i8e2386e200d742fb966f6f408a4424ab_22)

[Table of](#i8e2386e200d742fb966f6f408a4424ab_22) [Contents](#i8e2386e200d742fb966f6f408a4424ab_22)

[Table of](#i8e2386e200d742fb966f6f408a4424ab_22) [Contents](#i8e2386e200d742fb966f6f408a4424ab_22)

In November 2025, the DOE Office of Energy Dominance Financing issued a guarantee for up to $1.0 billion as an unsecured loan to support the restart of the Crane Clean Energy Center.

[Table of](#i8e2386e200d742fb966f6f408a4424ab_22) [Contents](#i8e2386e200d742fb966f6f408a4424ab_22)

We plan to pursue a subsequent license renewal for Crane in 2029.

PSEG has also announced plans to pursue a subsequent license renewal for Salem in 2027.

| | | | | | | 3 | | | | | | 1971 | | | | | | 2051 | | |

| | | | | | | 3 | | | | | | 1974 | | | | | | 2054 | | |

Future rulemaking could further reduce the timelines for developing and reviewing the application.

While the table above provides the date through which we are licensed to operate our nuclear plants, we may choose to retire certain plants earlier than the license expiration date if the economics do not support our continued operation of those plants.

[Table of](#i8e2386e200d742fb966f6f408a4424ab_22) [Contents](#i8e2386e200d742fb966f6f408a4424ab_22)

PROPERTIES for additional information regarding these generating facilities.

With our acquisition of Calpine in January 2026, the composition of our fleet changes materially with a higher concentration of natural gas facilities.

Calpine owns 21 GWs of natural gas-fired generation, primarily consisting of combined cycle gas turbine plants in the Texas, California, and Northeast regions of the United States.

Calpine's modern natural gas fleet is part of the backbone of the U.S. electrical grid, enabling the transition away from coal-fired generation and supporting the growth of intermittent renewable resources while maintaining reliability.

Renewable Facilities (including Hydroelectric)

Our renewable portfolio includes approximately 2.6 GWs of hydroelectric, wind, and solar generation assets, of which the electric supply (in GWhs) generated in 2025, 2024, and 2023 represented 2% of our total electric supply.

Our Renewables Energy Capture(b) was 96.6%, 96.1%, and 96.4% in 2025, 2024, and 2023, respectively.

In March 2021, FERC issued a new 50-year license for Conowingo, which was subsequently vacated in December 2022.

In September 2025, we reached a settlement agreement with MDE, Lower Susquehanna Riverkeeper Association, and Waterkeepers Chesapeake which allows us to move forward with resubmitting the license application with FERC.

We cannot currently predict when FERC will issue the new license.

Wind and solar generation assets are generally not licensed, and therefore, the decision on when to retire plants is, fundamentally, a commercial one.

[Table of](#i8e2386e200d742fb966f6f408a4424ab_22) [Contents](#i8e2386e200d742fb966f6f408a4424ab_22)

The acquisition of Calpine in January 2026 adds the Geysers Assets to our renewable portfolio, which is the largest geothermal power generation portfolio in the U.S., and the largest single renewable energy asset in California.

The Geysers Assets consist of 13 operating geothermal plants located in Northern California, with an operating capacity of approximately 730 MWs.

Calpine also contributes approximately 800 MWs of battery storage facilities to our portfolio, largely based in California.

| Mid-Atlantic | | | | | | 22 | | | | | | 2027-2045 | | | | | | 564 | | |

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 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.

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.

In November 2023, we acquired NRG South Texas LP, which owns a 44% undivided ownership interest in the jointly-owned STP.

Other owners include City Public Service Board of San Antonio (CPS, 40%) and the City of Austin, Texas (Austin Energy, 16%).

In May 2024, we executed a settlement agreement with CPS/City of San Antonio, Austin, and NRG Energy, Inc., the terms of which require we sell a 2% ownership interest in STP to CPS.

| | | | | | | 3 | | | | | | 1971 | | | | | | 2031 | | |

| | | | | | | 3 | | | | | | 1974 | | | | | | 2034 | | |

(b)We are currently seeking license renewals for Clinton and Dresden Units 2 and 3 to extend the operating licenses by an additional 20 years.

(c)In February 2022, the NRC issued an order related to its review of our subsequent license renewal application for Peach Bottom and the NRC directed its staff to change the expiration dates for the licenses back to 2033 and 2034.

We expect that the license expiration dates will be restored to 2053 and 2054, respectively.

See Note 3 — Regulatory

Beginning in 2023, Dispatch Match reflects a change to remove the Conowingo run-of-river hydroelectric operational performance.

Dispatch Match for 2022 was previously reported as 98.4%.

Beginning in 2023, Renewable Energy Capture reflects a change to include the Conowingo run-of-river hydroelectric operational performance.

Renewable Energy Capture for 2022 was previously reported as 95.8%.

| Mid-Atlantic | | | | | | 17 | | | | | | 2025 - 2039 | | | | | | 446 | | |

| ERCOT | | | | | | 8 | | | | | | 2025 - 2035 | | | | | | 1,121 | | |

| Other Power Regions | | | | | | 16 | | | | | | 2025 - 2037 | | | | | | 2,402 | | |

| Total | | | | | | 48 | | | | | | | | | | | | 4,774 | | |

We are one of the nation’s largest energy suppliers.

as well, acquiring nearly one out of every three new customers who have chosen to shop with us over the past six years.

Additionally, these service

CTV invests in a broad range of hardware and software solutions that accelerate the transition to a sustainable, low-carbon economy.

Our portfolio spans diverse areas, including, generation technologies, sustainability monitoring tools, distributed energy resources, financing solutions, and more.

By collaborating closely with our portfolio companies, we help commercialize their products and technologies across our expansive customer base, creating value for both our partners and us.

We also use financial and commodity contracts for proprietary trading purposes, but this activity accounts for only a small portion of our efforts and is not material to our results.

The proprietary trading portfolio is subject to a risk management policy that includes stringent risk management limits.

nuclear fleet.

FERC’s

We continue to serve as a partner to businesses and public entities that are setting ambitious sustainability goals and seeking long-term solutions to ensure reliability and maintain affordability.

The principles of our business strategy demonstrate our commitment to a carbon-free future while maintaining a strong balance sheet, advancing our sustainability and community initiatives, and investing in clean energy solutions:

- Power America's Clean Energy Future

- Expand America's Largest Fleet of Clean Energy Centers

- Uplift and Strengthen our Communities

- Provide Energy and Sustainability Solutions for Customers

- Engagement with the technology and innovation ecosystem through continued partnerships with national labs, universities, startups, and research institutions, and

In further pursuit of our strategy, on January 10, 2025 we announced an agreement to acquire Calpine Corporation (Calpine), a combination that would couple the largest producer of clean, carbon-free energy with the reliable, dispatchable natural gas assets of Calpine, and also create the nation’s leading competitive retail electric supplier, providing increased scale, diversification and complementary capabilities that will enable us to meet growing demand with a broader array of energy and sustainability products.

- Governmental and corporate policies designed to accelerate the decarbonization of the economy,

For the Fiscal Year Ended December 31, [removed: 2024][added: 2025]

The estimated aggregate market value of the voting and non-voting common equity held by nonaffiliates of each registrant as of June 30, [removed: 2024] [added: 2025] was as follows:

The number of shares outstanding of each registrant’s common stock as of [removed: January 31, 2025] [added: February 1, 2026] was as follows:

| Constellation Energy Corporation Common Stock, without par value | | | [removed: 312,847,257] [added: 361,990,335] | | |

Portions of the Registrants’ Definitive Proxy Statement relating to the [removed: 2025] [added: 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, [removed: 2024.][added: 2025.]

| [removed: [GLOSSARY] [added: GLOSSARY] OF TERMS AND [removed: ABBREVIATIONS](#i048d0aaaa4374c199ed7ca2e6f98f07d_10) | | |] [added: ABBREVIATIONS] | | | [removed: [1](#i048d0aaaa4374c199ed7ca2e6f98f07d_10)] | | |

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| [CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING [removed: INFORMATION](#i048d0aaaa4374c199ed7ca2e6f98f07d_16)] [added: INFORMATION](#i8e2386e200d742fb966f6f408a4424ab_31)] | | | | | | [removed: [5](#i048d0aaaa4374c199ed7ca2e6f98f07d_16)] [added: [6](#i8e2386e200d742fb966f6f408a4424ab_31)] | | |

| [AVAILABLE [removed: INFORMATION](#i048d0aaaa4374c199ed7ca2e6f98f07d_19)] [added: INFORMATION](#i8e2386e200d742fb966f6f408a4424ab_34)] | | | | | | [removed: [5](#i048d0aaaa4374c199ed7ca2e6f98f07d_19)] [added: [6](#i8e2386e200d742fb966f6f408a4424ab_34)] | | |

| [ITEM [removed: 1.](#i048d0aaaa4374c199ed7ca2e6f98f07d_25)] [added: 1.](#i8e2386e200d742fb966f6f408a4424ab_40)] | | | [removed: [BUSINESS](#i048d0aaaa4374c199ed7ca2e6f98f07d_25)] [added: [BUSINESS](#i8e2386e200d742fb966f6f408a4424ab_40)] | | | [removed: [6](#i048d0aaaa4374c199ed7ca2e6f98f07d_25)] [added: [7](#i8e2386e200d742fb966f6f408a4424ab_40)] | | |

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| | | | [Environmental Matters and [removed: Regulation](#i048d0aaaa4374c199ed7ca2e6f98f07d_37)] [added: Regulation](#i8e2386e200d742fb966f6f408a4424ab_49)] | | | [removed: [19](#i048d0aaaa4374c199ed7ca2e6f98f07d_37)] [added: [23](#i8e2386e200d742fb966f6f408a4424ab_49)] | | |

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| [ITEM [removed: 5.](#i048d0aaaa4374c199ed7ca2e6f98f07d_61)] [added: 5.](#i8e2386e200d742fb966f6f408a4424ab_76)] | | | [MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY [removed: SECURITIES](#i048d0aaaa4374c199ed7ca2e6f98f07d_61)] [added: SECURITIES](#i8e2386e200d742fb966f6f408a4424ab_76)] | | | [removed: [48](#i048d0aaaa4374c199ed7ca2e6f98f07d_61)] [added: [50](#i8e2386e200d742fb966f6f408a4424ab_76)] | | |

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| | | | [Executive [removed: Overview](#i048d0aaaa4374c199ed7ca2e6f98f07d_70)] [added: Overview](#i8e2386e200d742fb966f6f408a4424ab_85)] | | | [removed: [49](#i048d0aaaa4374c199ed7ca2e6f98f07d_70)] [added: [52](#i8e2386e200d742fb966f6f408a4424ab_85)] | | |

| | | | [Significant Transactions and [removed: Developments](#i048d0aaaa4374c199ed7ca2e6f98f07d_73)] [added: Developments](#i8e2386e200d742fb966f6f408a4424ab_88)] | | | [removed: [50](#i048d0aaaa4374c199ed7ca2e6f98f07d_73)] [added: [52](#i8e2386e200d742fb966f6f408a4424ab_88)] | | |

| | | | [Other Key Business [removed: Drivers](#i048d0aaaa4374c199ed7ca2e6f98f07d_76)] [added: Drivers](#i8e2386e200d742fb966f6f408a4424ab_91)] | | | [removed: [51](#i048d0aaaa4374c199ed7ca2e6f98f07d_76)] [added: [53](#i8e2386e200d742fb966f6f408a4424ab_91)] | | |

| | | | [Critical Accounting Policies and [removed: Estimates](#i048d0aaaa4374c199ed7ca2e6f98f07d_79)] [added: Estimates](#i8e2386e200d742fb966f6f408a4424ab_94)] | | | [removed: [51](#i048d0aaaa4374c199ed7ca2e6f98f07d_79)] [added: [54](#i8e2386e200d742fb966f6f408a4424ab_94)] | | |

| | | | [Financial Results of [removed: Operations](#i048d0aaaa4374c199ed7ca2e6f98f07d_82)] [added: Operations](#i8e2386e200d742fb966f6f408a4424ab_97)] | | | [removed: [59](#i048d0aaaa4374c199ed7ca2e6f98f07d_82)] [added: [62](#i8e2386e200d742fb966f6f408a4424ab_97)] | | |

| | | | [Liquidity and Capital [removed: Resources](#i048d0aaaa4374c199ed7ca2e6f98f07d_85)] [added: Resources](#i8e2386e200d742fb966f6f408a4424ab_100)] | | | [removed: [68](#i048d0aaaa4374c199ed7ca2e6f98f07d_85)] [added: [71](#i8e2386e200d742fb966f6f408a4424ab_100)] | | |

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| | | | [Management's Report on Internal Control Over Financial [removed: Reporting](#i048d0aaaa4374c199ed7ca2e6f98f07d_94)] [added: Reporting](#i8e2386e200d742fb966f6f408a4424ab_109)] | | | [removed: [80](#i048d0aaaa4374c199ed7ca2e6f98f07d_94)] [added: [82](#i8e2386e200d742fb966f6f408a4424ab_109)] | | |

| | | | [Report of Independent Registered Public Accounting [removed: Firm](#i048d0aaaa4374c199ed7ca2e6f98f07d_97)] [added: Firm](#i8e2386e200d742fb966f6f408a4424ab_112)] | | | [removed: [81](#i048d0aaaa4374c199ed7ca2e6f98f07d_97)] [added: [83](#i8e2386e200d742fb966f6f408a4424ab_112)] | | |

| | | | [Constellation Energy [removed: Corporation](#i048d0aaaa4374c199ed7ca2e6f98f07d_106)] [added: Corporation](#i8e2386e200d742fb966f6f408a4424ab_124)] | | | [removed: [85](#i048d0aaaa4374c199ed7ca2e6f98f07d_106)] [added: [87](#i8e2386e200d742fb966f6f408a4424ab_124)] | | |

| [added: *Constellation*] | | | [removed: [Constellation] [added: Constellation] Energy Generation, [removed: LLC](#i048d0aaaa4374c199ed7ca2e6f98f07d_121) | | | [90](#i048d0aaaa4374c199ed7ca2e6f98f07d_121)] [added: LLC] | | |

| | | | [Combined Notes to Consolidated Financial [removed: Statements](#i048d0aaaa4374c199ed7ca2e6f98f07d_136)] [added: Statements](#i8e2386e200d742fb966f6f408a4424ab_151)] | | | [removed: [95](#i048d0aaaa4374c199ed7ca2e6f98f07d_136)] [added: [95](#i8e2386e200d742fb966f6f408a4424ab_151)] | | |

| | | | [2. Mergers, Acquisitions, and [removed: Dispositions](#i048d0aaaa4374c199ed7ca2e6f98f07d_148)] [added: Dispositions](#i8e2386e200d742fb966f6f408a4424ab_160)] | | | [removed: [102](#i048d0aaaa4374c199ed7ca2e6f98f07d_148)] [added: [101](#i8e2386e200d742fb966f6f408a4424ab_160)] | | |

| | | | [4. Revenue from Contracts with [removed: Customers](#i048d0aaaa4374c199ed7ca2e6f98f07d_160)] [added: Customers](#i8e2386e200d742fb966f6f408a4424ab_166)] | | | [removed: [105](#i048d0aaaa4374c199ed7ca2e6f98f07d_160)] [added: [104](#i8e2386e200d742fb966f6f408a4424ab_166)] | | |

| [added: *PP&E*] | | | [removed: [8.] Property, Plant, and [removed: Equipment](#i048d0aaaa4374c199ed7ca2e6f98f07d_187) | | | [113](#i048d0aaaa4374c199ed7ca2e6f98f07d_187)] [added: Equipment] | | |

| | | | [9. Jointly-Owned Electric [removed: Plants](#i048d0aaaa4374c199ed7ca2e6f98f07d_196)] [added: Plants](#i8e2386e200d742fb966f6f408a4424ab_190)] | | | [removed: [114](#i048d0aaaa4374c199ed7ca2e6f98f07d_196)] [added: [111](#i8e2386e200d742fb966f6f408a4424ab_190)] | | |

| | | | [10. Asset Retirement [removed: Obligations](#i048d0aaaa4374c199ed7ca2e6f98f07d_202)] [added: Obligations](#i8e2386e200d742fb966f6f408a4424ab_193)] | | | [removed: [114](#i048d0aaaa4374c199ed7ca2e6f98f07d_202)] [added: [111](#i8e2386e200d742fb966f6f408a4424ab_193)] | | |

| Constellation Energy Corporation | | | $100,560,269,473 | | |

| [GLOSSARY OF TERMS AND ABBREVIATIONS](#i8e2386e200d742fb966f6f408a4424ab_25) | | | | | | [1](#i8e2386e200d742fb966f6f408a4424ab_25) | | |

| [PART I](#i8e2386e200d742fb966f6f408a4424ab_37) | | | | | | | | |

| | | | [General](#i8e2386e200d742fb966f6f408a4424ab_43) | | | [7](#i8e2386e200d742fb966f6f408a4424ab_43) | | |

| | | | [Employees](#i8e2386e200d742fb966f6f408a4424ab_52) | | | [27](#i8e2386e200d742fb966f6f408a4424ab_52) | | |

| [PART II](#i8e2386e200d742fb966f6f408a4424ab_73) | | | | | | | | |

| | | | [1. Basis of Presentation](#i8e2386e200d742fb966f6f408a4424ab_154) | | | [95](#i8e2386e200d742fb966f6f408a4424ab_154) | | |

| | | | [3. Regulatory Matters](#i8e2386e200d742fb966f6f408a4424ab_163) | | | [102](#i8e2386e200d742fb966f6f408a4424ab_163) | | |

| | | | [5. Segment Information](#i8e2386e200d742fb966f6f408a4424ab_172) | | | [106](#i8e2386e200d742fb966f6f408a4424ab_172) | | |

| | | | [6. Government Assistance](#i8e2386e200d742fb966f6f408a4424ab_175) | | | [108](#i8e2386e200d742fb966f6f408a4424ab_175) | | |

| | | | [7. Accounts Receivable](#i8e2386e200d742fb966f6f408a4424ab_178) | | | [109](#i8e2386e200d742fb966f6f408a4424ab_178) | | |

| | | | [11. Leases](#i8e2386e200d742fb966f6f408a4424ab_196) | | | [116](#i8e2386e200d742fb966f6f408a4424ab_196) | | |

| | | | [12. Intangible Assets](#i8e2386e200d742fb966f6f408a4424ab_205) | | | [118](#i8e2386e200d742fb966f6f408a4424ab_205) | | |

| | | | [13. Income Taxes](#i8e2386e200d742fb966f6f408a4424ab_208) | | | [119](#i8e2386e200d742fb966f6f408a4424ab_208) | | |

| | | | [14. Retirement Benefits](#i8e2386e200d742fb966f6f408a4424ab_214) | | | [123](#i8e2386e200d742fb966f6f408a4424ab_214) | | |

| [PART III](#i8e2386e200d742fb966f6f408a4424ab_262) | | | | | | | | |

| [PART IV](#i8e2386e200d742fb966f6f408a4424ab_280) | | | | | | | | |

| [SIGNATURES](#i8e2386e200d742fb966f6f408a4424ab_298) | | | | | | [178](#i8e2386e200d742fb966f6f408a4424ab_298) | | |

| | | | [Constellation Energy Corporation](#i8e2386e200d742fb966f6f408a4424ab_298) | | | [178](#i8e2386e200d742fb966f6f408a4424ab_298) | | |

| *Calpine* | | | Calpine Corporation | | |

| *Calvert Cliffs* | | | Calvert Cliffs nuclear generating station | | |

| *LaSalle* | | | LaSalle nuclear generating station | | |

| | | | | | |

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| --- | --- | --- | --- | --- | --- |

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| --- | --- | --- | --- | --- | --- |

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| *AI* | | | Artificial Intelligence | | |

| | | | | | |

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| Constellation Energy Corporation | | | $62,564,709,888 | | |

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| [PART I](#i048d0aaaa4374c199ed7ca2e6f98f07d_22) | | | | | | | | |

| | | | [General](#i048d0aaaa4374c199ed7ca2e6f98f07d_28) | | | [6](#i048d0aaaa4374c199ed7ca2e6f98f07d_28) | | |

| | | | [Employees](#i048d0aaaa4374c199ed7ca2e6f98f07d_34) | | | [25](#i048d0aaaa4374c199ed7ca2e6f98f07d_34) | | |

| [PART II](#i048d0aaaa4374c199ed7ca2e6f98f07d_58) | | | | | | | | |

| | | | [1. Basis of Presentation](#i048d0aaaa4374c199ed7ca2e6f98f07d_139) | | | [95](#i048d0aaaa4374c199ed7ca2e6f98f07d_139) | | |

| | | | [3. Regulatory Matters](#i048d0aaaa4374c199ed7ca2e6f98f07d_154) | | | [104](#i048d0aaaa4374c199ed7ca2e6f98f07d_154) | | |

| | | | [5. Segment Information](#i048d0aaaa4374c199ed7ca2e6f98f07d_169) | | | [108](#i048d0aaaa4374c199ed7ca2e6f98f07d_169) | | |

| | | | [6. Government Assistance](#i048d0aaaa4374c199ed7ca2e6f98f07d_1879) | | | [111](#i048d0aaaa4374c199ed7ca2e6f98f07d_175) | | |

| | | | [7. Accounts Receivable](#i048d0aaaa4374c199ed7ca2e6f98f07d_175) | | | [111](#i048d0aaaa4374c199ed7ca2e6f98f07d_175) | | |

| | | | [11. Leases](#i048d0aaaa4374c199ed7ca2e6f98f07d_208) | | | [119](#i048d0aaaa4374c199ed7ca2e6f98f07d_208) | | |

| | | | [12. Intangible Assets](#i048d0aaaa4374c199ed7ca2e6f98f07d_223) | | | [121](#i048d0aaaa4374c199ed7ca2e6f98f07d_223) | | |

| | | | [13. Income Taxes](#i048d0aaaa4374c199ed7ca2e6f98f07d_229) | | | [122](#i048d0aaaa4374c199ed7ca2e6f98f07d_229) | | |

| | | | [14. Retirement Benefits](#i048d0aaaa4374c199ed7ca2e6f98f07d_238) | | | [125](#i048d0aaaa4374c199ed7ca2e6f98f07d_238) | | |

| | | | [23. Related Party Transactions](#i048d0aaaa4374c199ed7ca2e6f98f07d_301) | | | [164](#i048d0aaaa4374c199ed7ca2e6f98f07d_301) | | |

| [PART III](#i048d0aaaa4374c199ed7ca2e6f98f07d_328) | | | | | | | | |

| [PART IV](#i048d0aaaa4374c199ed7ca2e6f98f07d_346) | | | | | | | | |

| [SIGNATURES](#i048d0aaaa4374c199ed7ca2e6f98f07d_367) | | | | | | [177](#i048d0aaaa4374c199ed7ca2e6f98f07d_367) | | |

| | | | [Constellation Energy Corporation](#i048d0aaaa4374c199ed7ca2e6f98f07d_367) | | | [177](#i048d0aaaa4374c199ed7ca2e6f98f07d_367) | | |

| *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 | | |

| *AEC* | | | | | | Alternative Energy Credit that is issued for each megawatt hour of generation from a qualified alternative energy source | | |

| *DCPSC* | | | | | | District of Columbia Public Service Commission | | |

| *DEPSC* | | | | | | Delaware Public Service Commission | | |

| *HSR Act* | | | | | | Hart-Scott-Rodino Antitrust Improvements Act | | |

| *MDPSC* | | | | | | Maryland Public Service Commission | | |

| *RFP* | | | | | | Request for Proposal | | |

| *SOS* | | | | | | Standard Offer Service | | |

| *TSA* | | | | | | Transition Services Agreement | | |

| *VEBA* | | | | | | Voluntary Employees' Beneficiary Associations | | |

[removed: Constellation has] [added: We have] established [added: 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.

[added: Our cybersecurity program is aligned to] the five functions of the NIST Cybersecurity Framework – identify, detect, protect, respond, and recover.

Our cybersecurity and physical security controls are implemented through [added: technical systems,] policies and procedures we utilize for planning, performing, managing, assessing, innovating, and improving our security controls.

If [removed: the company is] [added: 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.

To recover our systems and information, we utilize established system recovery [removed: plans] [added: plans, data] and [added: configuration backup strategies, and] business continuity plans.

We also report on the state of our cybersecurity [removed: program and] [added: program,] provide key risk indicators to track [removed: performance.][added: performance, and schedule additional informational sessions on cybersecurity practices, as needed.]

At the executive and management level, the Chief Administration Officer, via delegations to the [removed: Cyber Security] [added: cybersecurity] organization, is authorized to govern and functionally oversee our security controls and services on behalf of the enterprise.

[Table of](#i8e2386e200d742fb966f6f408a4424ab_22) [Contents](#i8e2386e200d742fb966f6f408a4424ab_22)

[Table of](#i8e2386e200d742fb966f6f408a4424ab_22) [Contents](#i8e2386e200d742fb966f6f408a4424ab_22)

Our cybersecurity program is aligned to

The following table presents our interests in net electric generating capacity by station at December 31, [removed: 2024:][added: 2025:]

| Station(a) | | | | | | Location | | | | | | No. of Units | | | | | | [removed: Percent Owned(b)] [added: Percent Owned(b)] | | | | | | Primary Fuel Type | | | | | | [removed: Primary Dispatch Type(c)] [added: Primary Dispatch Type(c)] | | | | | | Net [removed: Generation Capacity] [added: Generation Capacity] (MWs)(d) | | | [removed: | | |]

| Midwest | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: | | |]

| Braidwood | | | | | | Braidwood, IL | | | | | | 2 | | | | | | | | | | | | Uranium | | | | | | Baseload | | | | | | 2,386 | | | [removed: | | |]

| Byron | | | | | | Byron, IL | | | | | | 2 | | | | | | | | | | | | Uranium | | | | | | Baseload | | | | | | 2,350 | | | [removed: | | |]

| LaSalle | | | | | | Seneca, IL | | | | | | 2 | | | | | | | | | | | | Uranium | | | | | | Baseload | | | | | | 2,320 | | | [removed: | | |]

| Dresden | | | | | | Morris, IL | | | | | | 2 | | | | | | | | | | | | Uranium | | | | | | Baseload | | | | | | 1,845 | | | [removed: | | |]

| Quad Cities | | | | | | Cordova, IL | | | | | | 2 | | | | | | 75 | | | | | | Uranium | | | | | | Baseload | | | | | | 1,403 | | | [removed: | | |]

| Clinton | | | | | | Clinton, IL | | | | | | 1 | | | | | | | | | | | | Uranium | | | | | | Baseload | | | | | | 1,092 | | | [removed: | | |]

| Michigan Wind 2 | | | | | | Sanilac County, MI | | | | | | 50 | | | | | | 51 | | | (e) | | | Wind | | | | | | Intermittent | | | | | | 46 | | | [removed: | | |]

| Beebe | | | | | | Gratiot County, MI | | | | | | 34 | | | | | | 51 | | | (e) | | | Wind | | | | | | Intermittent | | | | | | 42 | | | [removed: | | |]

| Michigan Wind 1 | | | | | | Huron County, MI | | | | | | 46 | | | | | | 51 | | | (e) | | | Wind | | | | | | Intermittent | | | | | | 35 | | | [removed: | | |]

| Harvest 2 | | | | | | Huron County, MI | | | | | | 33 | | | | | | 51 | | | (e) | | | Wind | | | | | | Intermittent | | | | | | 30 | | | [removed: | | |]

| Harvest | | | | | | Huron County, MI | | | | | | 31 | | | | | | 51 | | | (e) | | | Wind | | | | | | Intermittent | | | | | | 26 | | | [removed: | | |]

| Beebe 1B | | | | | | Gratiot County, MI | | | | | | 21 | | | | | | 51 | | | (e) | | | Wind | | | | | | Intermittent | | | | | | 26 | | | [removed: | | |]

| [removed: CP Windfarm] [added: Fair Wind] | | | | | | [removed: Faribault] [added: Garrett] County, [removed: MN] [added: MD] | | | | | | [removed: 2] [added: 12] | | | | | | [removed: 51] | | | [removed: (e)] | | | Wind | | | | | | Intermittent | | | | | | [removed: 2 | | |] [added: 30] | | |

| Clinton Battery Storage | | | | | | Blanchester, OH | | | | | | 1 | | | | | | | | | | | | Energy Storage | | | | | | Peaking | | | | | | 5 | | | [removed: | | |]

| Total Midwest | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: 11,608 | | |] [added: 11,606] | | |

| Mid-Atlantic | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: | | |]

| Limerick | | | | | | Sanatoga, PA | | | | | | 2 | | | | | | | | | | | | Uranium | | | | | | Baseload | | | | | | 2,315 | | | [removed: | | |]

| Calvert Cliffs | | | | | | Lusby, MD | | | | | | 2 | | | | | | | | | | | | Uranium | | | | | | Baseload | | | | | | 1,789 | | | [removed: | | |]

| Peach Bottom | | | | | | Delta, PA | | | | | | 2 | | | | | | 50 | | | | | | Uranium | | | | | | Baseload | | | | | | 1,324 | | | [removed: | | |]

| Salem | | | | | | Lower Alloways Creek Township, NJ | | | | | | 2 | | | | | | 42.59 | | | | | | Uranium | | | | | | Baseload | | | | | | [removed: 989 | | |] [added: 988] | | |

| Conowingo | | | | | | Darlington, MD | | | | | | 11 | | | | | | | | | | | | Hydroelectric | | | | | | Baseload | | | | | | 497 | | | [removed: | | |]

| Criterion | | | | | | Oakland, MD | | | | | | 28 | | | | | | 51 | | | (e) | | | Wind | | | | | | Intermittent | | | | | | 36 | | | [removed: | | |]

| [removed: Fair Wind] [added: Fourmile Ridge] | | | | | | Garrett County, MD | | | | | | [removed: 12] [added: 16] | | | | | | [added: 51] | | | [added: (e)] | | | Wind | | | | | | Intermittent | | | | | | [removed: 30 | | |] [added: 20] | | |

| Solar Horizons | | | | | | Emmitsburg, MD | | | | | | 1 | | | | | | 51 | | | (e) | | | Solar | | | | | | Intermittent | | | | | | 8 | | | [removed: | | |]

| Solar New Jersey 3 | | | | | | Middle Township, NJ | | | | | | 4 | | | | | | 51 | | | (e) | | | Solar | | | | | | Intermittent | | | | | | 1 | | | [removed: | | |]

| Muddy Run | | | | | | Drumore, PA | | | | | | 8 | | | | | | | | | | | | Hydroelectric | | | | | | Intermediate | | | | | | 1,058 | | | [removed: | | |]

| Eddystone 3, 4 | | | | | | Eddystone, PA | | | | | | 2 | | | | | | | | | | | | Oil/Gas | | | | | | Peaking | | | | | | 760 | | | [removed: (h) | | |]

| Perryman | | | | | | Aberdeen, MD | | | | | | 5 | | | | | | | | | | | | Oil/Gas | | | | | | Peaking | | | | | | 404 | | | [removed: (i) | | |]

| Croydon | | | | | | West Bristol, PA | | | | | | 8 | | | | | | | | | | | | Oil | | | | | | Peaking | | | | | | 391 | | | [removed: | | |]

| Handsome Lake | | | | | | Kennerdell, PA | | | | | | 5 | | | | | | | | | | | | Gas | | | | | | Peaking | | | | | | 268 | | | [removed: | | |]

| Richmond | | | | | | Philadelphia, PA | | | | | | 2 | | | | | | | | | | | | Oil | | | | | | Peaking | | | | | | 98 | | | [removed: | | |]

| Philadelphia Road | | | | | | Baltimore, MD | | | | | | 4 | | | | | | | | | | | | Oil | | | | | | Peaking | | | | | | 60 | | | [removed: | | |]

| Eddystone | | | | | | Eddystone, PA | | | | | | 4 | | | | | | | | | | | | Oil | | | | | | Peaking | | | | | | 60 | | | [removed: | | |]

| Delaware | | | | | | Philadelphia, PA | | | | | | 4 | | | | | | | | | | | | Oil | | | | | | Peaking | | | | | | 56 | | | [removed: | | |]

| Southwark | | | | | | Philadelphia, PA | | | | | | 4 | | | | | | | | | | | | Oil | | | | | | Peaking | | | | | | 52 | | | [removed: | | |]

| Falls | | | | | | Morrisville, PA | | | | | | 3 | | | | | | | | | | | | Oil | | | | | | Peaking | | | | | | 51 | | | [removed: | | |]

| Moser | | | | | | Lower Pottsgrove Township, PA | | | | | | 3 | | | | | | | | | | | | Oil | | | | | | Peaking | | | | | | 51 | | | [removed: | | |]

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[Table of](#i8e2386e200d742fb966f6f408a4424ab_22) [Contents](#i8e2386e200d742fb966f6f408a4424ab_22)

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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) | | |

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| NMP 2 | | | | | | Scriba, NY | | | | | | 1 | | | | | | 82 | | | | | | Uranium | | | | | | Baseload | | | | | | 1,055 | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

[Table of](#i8e2386e200d742fb966f6f408a4424ab_22) [Contents](#i8e2386e200d742fb966f6f408a4424ab_22)

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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) | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Fourmile Ridge | | | | | | Garrett County, MD | | | | | | 16 | | | | | | 51 | | | (e) | | | Wind | | | | | | Intermittent | | | | | | 20 | | | | | |

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

(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.

Note 18 — Commitments and Contingencies of the Combined Notes to Consolidated Financial Statements.

[Table of](#i8e2386e200d742fb966f6f408a4424ab_22) [Contents](#i8e2386e200d742fb966f6f408a4424ab_22)

As of January 31, [removed: 2025,] [added: 2026,] there were approximately [removed: 66,724] [added: 62,892] record holders of common stock.

The performance graph below illustrates a [removed: three-year] [added: four-year] comparison of cumulative total returns based on an initial investment of $100 in CEG Parent common stock, as compared with the S&P 500 Stock Index and the Philadelphia Utility Sector Index (UTY), for the period 2022 through [removed: 2024.][added: 2025.]

[removed: ][added: ]

| Value of Investment | | | | | | | | | | | | | | | | | | [removed: | | | | | | | | | | | | | | | | | | | | | | | | | | |]

| CEG | | | $100 | | | [removed: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |] $175 | | | $240 | | | $462 | | | [added: $734 | | |]

| S&P 500 | | | $100 | | | [removed: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |] $86 | | | $108 | | | $135 | | | [added: $160 | | |]

| UTY | | | $100 | | | [removed: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |] $107 | | | $96 | | | $116 | | | [added: $136 | | |]

As of January 31, [removed: 2025,] [added: 2026,] CEG Parent directly held the entire membership interest in Constellation.

Our Board of Directors approved a 10% increase in the [removed: 2025] [added: 2026] quarterly dividend per share compared to the [removed: 2024] [added: 2025] quarterly dividend per share.

The [removed: 2025] [added: 2026] quarterly dividend will be [removed: $0.3878] [added: $0.4265] per share.

The following table sets forth Constellation’s quarterly cash dividends per share paid during [removed: 2024] [added: 2025] and [removed: 2023.][added: 2024.]

First Quarter [removed: 2025] [added: 2026] Dividend

On February [removed: 18, 2025,] [added: 20, 2026,] our Board of Directors declared a regular quarterly dividend of [removed: $0.3878] [added: $0.4265] per share on our common stock for the first quarter of [removed: 2025.][added: 2026.]

The dividend is payable on [removed: Tuesday,] [added: Friday,] March [removed: 18, 2025,] [added: 20, 2026,] to shareholders of record as of 5 p.m.

Eastern time on [removed: Friday,] [added: Monday,] March [removed: 7, 2025.][added: 9, 2026.]

We believe that our share buyback policy is in the best interests of our [removed: company] [added: Company] and its shareholders and is also consistent with the [removed: interests] [added: interest] of our other stakeholders.

There were no share repurchases under our share repurchase program during the three months ended December 31, [removed: 2024.][added: 2025.]

As of December 31, [removed: 2024,] [added: 2025,] there was [removed: $991] [added: $593] million of remaining authority to repurchase shares of the Company's outstanding common stock.

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | 2/1/22 | | | 12/31/22 | | | 12/31/23 | | | 12/31/24 | | | 12/31/25 | | |

[Table of](#i8e2386e200d742fb966f6f408a4424ab_22) [Contents](#i8e2386e200d742fb966f6f408a4424ab_22)

| 2025 | | | | | | | | | | | | | | | | | | | | | | | | 2024 | | | | | | | | | | | | | | | | | | | | |

| $ | 0.3878 | | | | | $ | 0.3878 | | | | | $ | 0.3878 | | | | | $ | 0.3878 | | | | | $ | 0.3525 | | | | | $ | 0.3525 | | | | | $ | 0.3525 | | | | | $ | 0.3525 | |

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | 2/1/22 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 12/31/22 | | | 12/31/23 | | | 12/31/24 | | |

| 2024 | | | | | | | | | | | | | | | | | | | | | | | | 2023 | | | | | | | | | | | | | | | | | | | | |

| $ | 0.3525 | | | | | $ | 0.3525 | | | | | $ | 0.3525 | | | | | $ | 0.3525 | | | | | $ | 0.2820 | | | | | $ | 0.2820 | | | | | $ | 0.2820 | | | | | $ | 0.2820 | |

[Table of](#i8e2386e200d742fb966f6f408a4424ab_22) [Contents](#i8e2386e200d742fb966f6f408a4424ab_22)

CEG Parent’s management assessed the effectiveness of CEG Parent’s internal control over financial reporting as of December 31, [removed: 2024.][added: 2025.]

Based on this assessment, CEG Parent’s management concluded that, as of December 31, [removed: 2024,] [added: 2025,] CEG Parent’s internal control over financial reporting was effective.

The effectiveness of CEG Parent’s internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which appears herein.

Constellation’s management assessed the effectiveness of Constellation’s internal control over financial reporting as of December 31, [removed: 2024.][added: 2025.]

Based on this assessment, Constellation’s management concluded that, as of December 31, [removed: 2024,] [added: 2025,] Constellation’s internal control over financial reporting was effective.

We also have audited the Company's internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2024] [added: 2025] in conformity with accounting principles generally accepted in the United States of America.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.

[added: A company’s internal control over financial reporting includes those policies and procedures that] (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding [added: prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.]

As of December 31, [removed: 2024,] [added: 2025,] the nuclear decommissioning ARO was [removed: $12.2] [added: $12.9] billion.

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2024] [added: 2025] in conformity with accounting principles generally accepted in the United States of America.

These procedures also included, among [removed: others;] [added: others] (i) testing management’s process for estimating the decommissioning obligations by evaluating the appropriateness of the discounted cash flow model; (ii) testing the completeness and accuracy of data used by management; and (iii) evaluating the reasonableness of management’s significant assumptions related to decommissioning cost studies.

| | | | [removed: For the Years Ended December 31,] | | | | | | [added: For the Years Ended December 31,] | | | | | | | | |

| (In millions, except per share data) | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | |

| Operating revenues | | | [added: $] | [added: 25,533] | | | | | [added: $] | [added: 23,568] | | | | | [added: $] | [added: 24,918] | |

| [removed: Operating revenues] [added: Operating revenues] | | | $ | [removed: 23,568] [added: 25,533] | | | | | $ | [removed: 24,918] [added: 23,568] | | | | | $ | [removed: 24,280] [added: 24,918] | |

| Purchased power and fuel | | | [removed: 11,419] [added: 14,681] | | | | | | [removed: 16,001] [added: 11,419] | | | | | | [removed: 17,457] [added: 16,001] | | |

| Purchased power and fuel [removed: from affiliates] | | | [removed: —] [added: 14,681] | | | | | | [removed: —] [added: 11,419] | | | | | | [removed: 5] [added: 16,001] | | |

| Operating and maintenance | | | 6,159 | | | | | | [removed: 5,685] [added: 6,159] | | | | | | [removed: 4,797] [added: 5,685] | | |

| Operating and maintenance [removed: from affiliates] | | | [removed: —] [added: 6,159] | | | | | | [removed: —] [added: 6,159] | | | | | | [removed: 44] [added: 5,685] | | |

| Depreciation and amortization | | | [removed: 1,123] [added: 985] | | | | | | [removed: 1,096] [added: 1,123] | | | | | | [removed: 1,091] [added: 1,096] | | |

| Taxes other than income taxes | | | [removed: 586] [added: 622] | | | | | | [removed: 553] [added: 586] | | | | | | [removed: 552] [added: 553] | | |

| Total operating expenses | | | [removed: 19,287] [added: 22,447] | | | | | | [removed: 23,335] [added: 19,287] | | | | | | [removed: 23,946] [added: 23,335] | | |

| Gain (loss) on sales of assets and businesses | | | [removed: 71] [added: —] | | | | | | [removed: 27] [added: 71] | | | | | | [removed: 1] [added: 27] | | |

| Operating income (loss) | | | [removed: 4,352] [added: 3,086] | | | | | | [removed: 1,610] [added: 4,352] | | | | | | [removed: 495] [added: 1,610] | | |

| Interest expense, net | | | [removed: (506)] [added: (511)] | | | | | | [removed: (431)] [added: (506)] | | | | | | [removed: (250)] [added: (431)] | | |

| Other, net | | | [removed: 670] [added: 936] | | | | | | [removed: 1,268] [added: 670] | | | | | | [removed: (786)] [added: 1,268] | | |

| Total other income and (deductions) | | | [removed: 164] [added: 425] | | | | | | [removed: 837] [added: 164] | | | | | | [removed: (1,037)] [added: 837] | | |

| Income (loss) before income taxes | | | [removed: 4,516] [added: 3,511] | | | | | | [removed: 2,447] [added: 4,516] | | | | | | [removed: (542)] [added: 2,447] | | |

| Income tax (benefit) expense | | | [removed: 774] [added: 1,187] | | | | | | [removed: 859] [added: 774] | | | | | | [removed: (388)] [added: 859] | | |

| Equity in income (losses) of unconsolidated affiliates | | | [removed: (4)] [added: (1)] | | | | | | [removed: (11)] [added: (4)] | | | | | | [removed: (13)] [added: (11)] | | |

| Net income (loss) | | | [removed: 3,738] [added: 2,323] | | | | | | [removed: 1,577] [added: 3,738] | | | | | | [removed: (167)] [added: 1,577] | | |

| Net income (loss) attributable to noncontrolling interests | | | [removed: (11)] [added: 4] | | | | | | [removed: (46)] [added: (11)] | | | | | | [removed: (7)] [added: (46)] | | |

| Net income (loss) attributable to common shareholders | | | $ | [removed: 3,749] [added: 2,319] | | | | | $ | [removed: 1,623] [added: 3,749] | | | | | $ | [removed: (160)] [added: 1,623] | |

| Net income (loss) | | | $ | [removed: 3,738] [added: 2,323] | | | | | $ | [removed: 1,577] [added: 3,738] | | | | | $ | [removed: (167)] [added: 1,577] | |

| Prior service benefit reclassified to periodic benefit cost | | | (4) | | | | | | (4) | | | | | | [removed: (6)] [added: (4)] | | |

| Actuarial loss reclassified to periodic cost | | | [removed: 75] [added: 72] | | | | | | [removed: 25] [added: 75] | | | | | | [removed: 101] [added: 25] | | |

| Pension and non-pension postretirement benefit plans valuation adjustment | | | [removed: (176)] [added: (219)] | | | | | | [removed: (453)] [added: (176)] | | | | | | [removed: 186] [added: (453)] | | |

| Unrealized gain (loss) on cash flow hedges | | | [removed: 4] [added: 7] | | | | | | [removed: (1)] [added: 4] | | | | | | (1) | | |

| Unrealized gain (loss) on foreign currency translation | | | [removed: (10)] [added: 21] | | | | | | [removed: 2] [added: (10)] | | | | | | [removed: (3)] [added: 2] | | |

February 24, 2026

February 24, 2026

February 24, 2026

As of December 31, 2025, the nuclear decommissioning ARO was $12.9 billion.

February 24, 2026

| Net income (loss) | | | $ | 2,323 | | | | | $ | 3,738 | | | | | $ | 1,577 | |

| Inventories | | | (134) | | | | | | (99) | | | | | | 60 | | |

| Supplemental disclosure of non-cash investing and financing activities | | | | | | | | | | | | | | | | | |

| (In millions) | | | 2025 | | | | | | 2024 | | |

| Other | | | 2,450 | | | | | | 2,818 | | |

| Other | | | 2,740 | | | | | | 2,585 | | |

| Common stock repurchased | | | (1,282) | | | | | | (404) | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | (404) | | |

| Capped call option contracts | | | — | | | | | | 6 | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | 6 | | |

| Balance, December 31, 2025 | | | 312,355 | | | | | | $ | 11,043 | | | | | $ | 5,899 | | | | | $ | (2,425) | | | | | $ | 336 | | | | | | | | | | | $ | 14,853 | |

| Depreciation and amortization | | | 985 | | | | | | 1,123 | | | | | | 1,096 | | |

| Total operating expenses | | | 22,447 | | | | | | 19,287 | | | | | | 23,335 | | |

| Gain (loss) on sales of assets and businesses | | | — | | | | | | 71 | | | | | | 27 | | |

| Operating income (loss) | | | 3,086 | | | | | | 4,352 | | | | | | 1,610 | | |

| Interest expense, net | | | (511) | | | | | | (506) | | | | | | (431) | | |

| Total other income and (deductions) | | | 425 | | | | | | 164 | | | | | | 837 | | |

| Income (loss) before income taxes | | | 3,511 | | | | | | 4,516 | | | | | | 2,447 | | |

| Income tax (benefit) expense | | | 1,187 | | | | | | 774 | | | | | | 859 | | |

| Equity in income (losses) of unconsolidated affiliates | | | (1) | | | | | | (4) | | | | | | (11) | | |

| Net income (loss) | | | 2,323 | | | | | | 3,738 | | | | | | 1,577 | | |

| Net income (loss) attributable to noncontrolling interests | | | 4 | | | | | | (11) | | | | | | (46) | | |

| Net income (loss) | | | $ | 2,323 | | | | | $ | 3,738 | | | | | $ | 1,577 | |

| Pension and non-pension postretirement benefit plans valuation adjustment | | | (219) | | | | | | (176) | | | | | | (453) | | |

| Unrealized gain (loss) on cash flow hedges | | | 7 | | | | | | 4 | | | | | | (1) | | |

| Unrealized gain (loss) on foreign currency translation | | | 21 | | | | | | (10) | | | | | | 2 | | |

| Comprehensive income (loss) attributable to noncontrolling interests | | | 4 | | | | | | (11) | | | | | | (46) | | |

| (In millions) | | | 2025 | | | | | | 2024 | | | | | | 2023 | | |

| Net income (loss) | | | $ | 2,323 | | | | | $ | 3,738 | | | | | $ | 1,577 | |

| Net fair value changes related to derivatives | | | 645 | | | | | | (1,297) | | | | | | 996 | | |

| Net realized and unrealized (gains) losses on NDT funds | | | (708) | | | | | | (311) | | | | | | (476) | | |

| Inventories | | | (134) | | | | | | (99) | | | | | | 60 | | |

| Option premiums received (paid), net | | | 38 | | | | | | 216 | | | | | | 26 | | |

| Collateral received (posted), net | | | (773) | | | | | | 1,803 | | | | | | (1,491) | | |

| Income taxes | | | 625 | | | | | | 296 | | | | | | 325 | | |

| Pension and non-pension postretirement benefit contributions | | | (211) | | | | | | (184) | | | | | | (54) | | |

| Capital expenditures | | | (2,949) | | | | | | (2,565) | | | | | | (2,422) | | |

February 18, 2025

A company’s internal control over financial reporting includes those policies and procedures that:

prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Constellation Energy Corporation and Subsidiary Companies

| Operating revenues from affiliates | | | — | | | | | | — | | | | | | 160 | | |

| Total operating revenues | | | 23,568 | | | | | | 24,918 | | | | | | 24,440 | | |

| Interest expense to affiliates | | | — | | | | | | — | | | | | | (1) | | |

See the Combined Notes to Consolidated Financial Statements

| Inventories | | | (99) | | | | | | 60 | | | | | | (228) | | |

| Contributions from Exelon | | | — | | | | | | — | | | | | | 1,750 | | |

| Supplemental cash flow information | | | | | | | | | | | | | | | | | |

| Increase (decrease) in capital expenditures not paid | | | $ | 129 | | | | | $ | 16 | | | | | $ | (23) | |

Consolidated Balance Sheets

| Investments | | | 640 | | | | | | 563 | | |

| Other | | | 2,178 | | | | | | 1,910 | | |

| Spent nuclear fuel obligation | | | 1,366 | | | | | | 1,296 | | |

| Other | | | 1,219 | | | | | | 1,125 | | |

__________

| Balance, December 31, 2021 | | | — | | | | | | $ | — | | | | | $ | — | | | | | $ | (31) | | | | | $ | 395 | | | | | $ | 11,250 | | | | | $ | 11,614 | |

| Net Income (loss) from January 1, 2022 to January 31, 2022 | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 151 | | | | | | 151 | | |

| Separation related adjustments | | | — | | | | | | — | | | | | | — | | | | | | (2,006) | | | | | | 7 | | | | | | 1,802 | | | | | | (197) | | |

| Consummation of separation | | | 326,664 | | | | | | 13,203 | | | | | | — | | | | | | — | | | | | | — | | | | | | (13,203) | | | | | | — | | |

| Net Income (loss) from February 1, 2022 to December 31, 2022 | | | — | | | | | | — | | | | | | (311) | | | | | | — | | | | | | (7) | | | | | | — | | | | | | (318) | | |

(a)Represents Constellation’s predecessor member's equity prior to the separation transaction.

Upon completion of the separation, the predecessor member's equity was transferred to CEG Parent’s Common stock.

See Note 1 — Basis of Presentation for additional information on the separation.

Constellation Energy Generation, LLC and Subsidiary Companies

| Receivables from and payables to affiliates, net | | | 231 | | | | | | 73 | | | | | | 65 | | |

| Natural gas, oil, and emission allowance | | | 243 | | | | | | 284 | | |

| Other | | | 2,174 | | | | | | 1,910 | | |

| Other | | | 1,044 | | | | | | 1,025 | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Balance, December 31, 2021 | | | $ | 10,482 | | | | | $ | 768 | | | | | $ | (31) | | | | | $ | 395 | | | | | $ | 11,614 | |

| Separation-related adjustments | | | 1,844 | | | | | | (11) | | | | | | (2,006) | | | | | | 7 | | | | | | (166) | | |

| Distribution to member | | | — | | | | | | (185) | | | | | | — | | | | | | — | | | | | | (185) | | |

| Changes in equity of noncontrolling interest | | | — | | | | | | — | | | | | | — | | | | | | 23 | | | | | | 23 | | |

Combined Notes to Consolidated Financial Statements

(Dollars in millions, unless otherwise noted)

CEG Parent's prior period financial statements have been adjusted to reflect the balances of Constellation in accordance with applicable guidance.

Note 1 — Basis of Presentation

During the fourth quarter of [removed: 2024,] [added: 2025,] our principal executive officer and principal financial officer, evaluated the effectiveness of our disclosure controls and procedures related to the recording, processing, summarizing, and reporting of information in periodic reports that we file or submit with the SEC.

Accordingly, as of December 31, [removed: 2024,] [added: 2025,] our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective to accomplish their objectives.

There have been no changes in internal control over financial reporting that occurred during the fourth quarter of [removed: 2024] [added: 2025] that have materially affected, or are reasonably likely to materially affect, any of our internal control over financial reporting.

Management is required to assess and report on the effectiveness of its internal control over financial reporting as of December 31, [removed: 2024.][added: 2025.]

As a result of that assessment, management determined that there were no material weaknesses as of December 31, [removed: 2024] [added: 2025] and, therefore, concluded that our internal control over financial reporting was effective.

During the three months ended December 31, [removed: 2024,] [added: 2025,] none of our directors or executive officers (as defined in Rule 16a-1 under the Exchange Act) adopted or terminated any contract, instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any [removed: "non-Rule] [added: “non-Rule] 10b5-1 trading [removed: arrangement"] [added: arrangement”] (as defined in Item 408 under Regulation S-K of the Exchange Act).

Information about our Executive Officers as of February [removed: 18, 2025][added: 24, 2026]

| [removed: Name | | | | | | Age | | |] [added: Name] | | | [removed: Position] [added: Age] | | | [added: Position] | | | [removed: Period] [added: Period] | | |

| Dominguez, Joseph | | | [removed: | | | 62 | | |] [added: 63] | | | President and Chief Executive Officer | | | [removed: | | |] 2022 [removed: -] [added: –] Present | | |

| | | | | | | [removed: | | | | | |] President and Chief Executive Officer, Exelon Generation Company, LLC | | | [removed: | | |] 2021 [removed: -] [added: –] 2022 | | |