Item 1A. RISK FACTORS

At June 30, 2025, our risk factors were consistent with the risk factors described in our 2024 Form 10-K in ITEM 1A. RISK FACTORS.

Issuer Purchases of Equity Securities (CEG Parent)

Since 2023, our Board of Directors authorized the repurchase of up to $3 billion of the Company's outstanding common stock. No other repurchase plans or programs have been authorized. In February 2025, we entered into structured repurchase agreements whereby we purchased capped call options to reduce the total cost of our ongoing share repurchase program. During the second quarter of 2025, one agreement expired unexercised. The remaining agreement expires in August 2025. See Note 14 — Shareholders' Equity of the Combined Notes to Consolidated Financial Statements for additional information regarding our share repurchase program.

There were no open market share repurchases under the program during the six months ended June 30, 2025.

In June 2025, we entered into an ASR agreement with a financial institution to initiate share repurchases of our common stock for $404 million, inclusive of taxes and other transaction costs. Under the ASR agreement, we received an initial share delivery of approximately 1.1 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 the third quarter of 2025 and will be based on the average of the daily-volume weighted average price 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 June 30, 2025.

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

(b)Increase in remaining authority as a result of receipt of cash following expiration of capped call option. See Note 14 — Shareholders' Equity for additional information.

(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 the third quarter of 2025.

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

Not Applicable.