Item 1A. RISK FACTORS

At March 31, 2024, our risk factors were consistent with the risk factors described in our 2023 Form 10-K in ITEM 1A. RISK FACTORS.

Issuer Purchases of Equity Securities (CEG Parent)

During 2023, our Board of Directors authorized the repurchase of up to $2 billion of the Company's outstanding common stock. On April 30, 2024, our Board of Directors approved a $1 billion increase to the program, authorizing up to $3 billion in total repurchases. As of the date of filing, there was approximately $1.5 billion of

remaining authority to repurchase shares of the Company's outstanding common stock. No other repurchase plans or programs have been authorized. See PART II - ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES - Issuer Purchases of Equity Securities of our 2023 Form 10-K for additional information on our share repurchase program. As of March 31, 2024 and December 31, 2023, there was approximately $496 million and $1 billion of remaining authority to repurchase shares, respectively.

During the three months ended March 31, 2024, we repurchased from the open market 1.2 million shares of our common stock for a total cost, inclusive of taxes and transaction costs, of $150 million.

In March 2024 we entered into an ASR agreement with a financial institution to initiate share repurchases of our common stock for $354 million, inclusive of taxes and other transaction costs. Under the ASR agreement, we received an initial share delivery of approximately 1.7 million shares of our common stock, which resulted in an immediate reduction in the number of our shares outstanding. The remaining shares will be delivered upon completion of the transaction in May 2024 and will be based on the average of the daily-volume weighted average prices of our common stock during the term, less a discount.

The following table provides information regarding our share repurchases under the program during the three months ended March 31, 2024.

(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)Represents shares delivered under the ASR agreement. The total number of shares delivered and the average price per share under the ASR agreement will be determined at the end of the ASR period which is expected to occur in May 2024.

(d)Number of shares purchased includes 1.7 million shares received from the initial delivery under the ASR agreement. Average price paid per share information does not include this ASR transaction.

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

Not Applicable.