Item 1A. RISK FACTORS

At September 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. Both agreements expired unexercised as of September 30, 2025. See Note 15 — 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 nine months ended September 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. In the third quarter of 2025, the remaining shares were delivered upon completion of the transaction and were 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 September 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 including a nominal cash premium following expiration of capped call option. See Note 15 — Shareholders' Equity of the Combined Notes to Consolidated Financial Statements for additional information.

(c)Represents the additional shares delivered under the June 2025 ASR agreement, which was fully settled 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.