Item 1A. RISK FACTORS

At September 30, 2023, our risk factors were consistent with the risk factors described in our 2022 Form 10-K in ITEM 1A. RISK FACTORS.

Issuer Purchases of Equity Securities (CEG Parent)

On February 16, 2023, as part of our capital allocation plan, our Board of Directors announced a share repurchase program with a $1 billion authority without expiration. Share repurchases may be made through a variety of methods, which may include open market transactions, privately negotiated transactions, or purchases pursuant to a Rule 10b5-1 trading plan, provided that the amounts spent do not exceed what is authorized. Any repurchased shares are constructively retired and cancelled. The program does not obligate us to acquire a minimum number of shares during any period and our repurchase of CEG's common stock may be limited, suspended, or discontinued at any time at our discretion and without prior notice. Repurchases under this program commenced in March 2023.

On August 7, 2023, we entered into a stock purchase plan for the purchase of shares of our common stock (August 2023 Stock Purchase Plan), designed to comply with Rule 10b5-1 under the Exchange Act. Under its terms, the August 2023 Stock Purchase Plan would expire at the later of the completion of the maximum purchase amount of $250 million of shares of our common stock, or September 30, 2023.

The following table provides information regarding our share repurchases under the program during the three months ended September 30, 2023. All repurchases disclosed were made pursuant to the August 2023 Stock Purchase Plan:

(a)We have not made any purchases of shares other than in connection with the publicly announced share repurchase program described above.

(b)Average price paid per share for open market transactions excludes taxes and commissions.

(c)Approximate dollar value of shares that may yet be purchased under the program includes taxes and commissions.

Not Applicable.