A Dark Vector Cognition product

Item 1A. RISK FACTORS

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Item 1A. RISK FACTORS

At June 30, 2026, our risk factors were consistent with the risk factors described in our 2025 Form 10-K in ITEM 1A. RISK FACTORS which was inclusive of the risks related to the Calpine acquisition and its operations.

Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Issuer Purchases of Equity Securities (CEG Parent)

During 2026, our Board of Directors approved a $4.4 billion increase relative to the remaining $0.6 billion authorization under our share repurchase program. No other repurchase plans or programs have been authorized. As of the date of this filing, we have approximately $2.8 billion of remaining authority for repurchases. See Note 16 — Shareholders' Equity of the Combined Notes to Consolidated Financial Statements for additional information regarding our share repurchase program.

No accelerated share repurchases occurred under the program during the six months ended June 30, 2026.

The following table provides information regarding our share repurchases under the program during the three months ended June 30, 2026.

PeriodTotal Number of Shares Purchased**(a)**Average Price Paid per ShareApproximate Dollar Value of Shares that May Yet Be Purchased Under the Programs**(b)**
April 1, 2026 to April 30, 2026(c)1,175,521$284.75$4,658
May 1, 2026 to May 31, 2026(c)2,088,837276.714,080
June 1, 2026 to June 30, 2026(c)(d)3,873,974273.103,022
Total7,138,332$276.08$3,022

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

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

(c)Includes repurchases under open market repurchase agreements. See Note 16 — Shareholders' Equity of the Combined Notes to Consolidated Financial Statements for additional information.

(d)Includes repurchases under secondary public offering. See Note 2 — Mergers, Acquisitions, and Dispositions of the Combined Notes to Consolidated Financial Statements for additional information.

Item 4. MINE SAFETY DISCLOSURES

Not Applicable.

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