Constellation Energy (CEG) risk factors: FY2025 10-K

1. We are exposed to price volatility associated with both the wholesale and retail power markets and the procurement of nuclear fuel, natural gas, and oil.
2. Price of Fuels.
3. Cost and Availability of Fuel.
4. Demand and Supply.
5. Retail Competition.
6. Market Design.new
7. Our risk management policies cannot fully eliminate the risk associated with our commodity trading activities.
8. Financial performance and load requirements could be negatively affected if we are unable to effectively manage our power portfolio.
9. We may be affected by emerging technologies that could, over time, affect or transform the energy industry.reworded
10. Market performance and other factors could decrease the value of our NDT funds and employee benefit plan assets, which then could require significant additional funding.
11. We could be negatively affected by unstable capital and credit markets and increased volatility in commodity markets.
12. If we were to experience a downgrade in our credit ratings to below investment grade or otherwise fail to satisfy the credit standards in our agreements with our counterparties or regulatory financial requirements, we would be required to provide significant amounts of collateral that could affect our liquidity and we could experience higher borrowing costs.
13. If we fail to meet project-specific financing agreement requirements, we could experience an impairment or loss of the financed project.
14. The impacts of significant economic downturns (i.e., recession) could lead to decreased volumes delivered and increased expense for uncollectible customer balances.
15. We may be adversely affected by the effects of sustained inflation.
16. Long-lived assets, goodwill, and other assets could become impaired.
17. We could incur substantial costs in the event of non-performance by third parties under indemnification agreements. We are exposed to other credit risks in the power markets that are beyond our control.
18. Expiration or termination of our PPAs and other contractual agreements may significantly reduce our revenue and allow the counterparty or customer to seek liquidated damages.new

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1. Federal or state legislative or regulatory actions could negatively affect the scope and functioning of the wholesale markets.
2. Our business is highly regulated and could be negatively affected by legislative and/or regulatory actions.
3. NRC actions could negatively affect the operations and profitability of our nuclear generating fleet.
4. Regulatory Risk.
5. Spent Nuclear Fuel Storage.
6. We could be subject to higher costs and/or penalties related to mandatory reliability standards.
7. We could incur substantial costs to fulfill our obligations related to environmental and other matters.
8. We could be negatively affected by federal and state RPS and/or energy conservation legislation, along with energy conservation by customers.
9. Our financial performance could be negatively affected by risks arising from our ownership and operation of hydroelectric facilities.
10. We could be negatively affected by challenges to tax positions taken, tax law changes and the inherent difficulty in quantifying potential tax effects of business decisions.
11. Following the Calpine acquisition in January 2026, we have several government awards for projects involving cost-share agreements with the DOE, which could be affected by our inadvertent failure to comply with certain laws, rules, and regulations.new
12. Legal proceedings could result in a negative outcome, which we cannot predict.
13. We could be subject to adverse publicity and reputational risks, which make us vulnerable to negative customer perception and could lead to increased regulatory oversight or other consequences.

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1. We are subject to risks associated with weather, including its effect on the supply and demand for electricity, as well as impacts from climate change, including extreme weather events.new
2. We are subject to certain risks associated with the operation and maintenance of generation facilities.new
3. Our financial performance could be negatively affected by matters arising from our ownership and operation of nuclear facilities.
4. Nuclear capacity factors.
5. Nuclear refueling outages.
6. Nuclear fuel.reworded
7. Nuclear major incident risk and insurance.
8. Decommissioning obligation and funding.
9. The productivity of Calpine's geothermal resources acquired in January 2026 may be lower than expected, and it is possible that certain of leases for geothermal steam fields may not be renewed or may be renewed at less favorable terms.new
10. We are subject to evolving physical security, cybersecurity, and third-party reliability risks.Cybersecurity
11. The rapid development and integration of AI technologies into our processes presents several risks to our business.newAI
12. Our employees, contractors, customers and the general public could be exposed to a risk of injury due to the nature of the energy industry.
13. Natural disasters, war, acts and threats of terrorism, pandemic and other significant events could negatively impact our results of operations, ability to raise capital, and future growth.
14. Our business is capital intensive, and our assets could require significant expenditures to maintain and are subject to operational failure, which could result in potential liability.
15. Our performance could be negatively affected if we fail to attract and retain an appropriately qualified workforce.
16. We could make acquisitions or investments in new business initiatives and new markets, which may not be successful or achieve the intended financial results.
17. The demand for our generation may be impacted by changes in industry trends, including the demand associated with the developing data economy.new

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1. We cannot assure that we will continue paying dividends at the current rate.
2. Our shareholders prior to the merger have a reduced ownership and voting power after the merger, and former Calpine stockholders are not obligated to maintain their ownership interest indefinitely.new
3. The merger may not be accretive to earnings and may cause dilution to our earnings per share, which may negatively affect the market price of our common stock.
4. We have incurred and will incur significant transaction- and merger-related costs, and these costs may be more than anticipated, negatively impacting our operating results.
5. We may not realize all the expected benefits of the merger because of integration challenges.
6. Uncertainties associated with the merger may cause a loss of management personnel and other key employees, which could adversely affect the future business and operations of the combined company.
7. The merger may divert significant attention of our management team, which could detract from efforts to meet business goals.

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Headings in the FY2024 10-K with no match this year.

1. Market Designs.
2. We could be negatively affected by the impacts of weather.
3. We are subject to risks associated with climate change.
4. Operational risk.
5. We may encounter difficulties in satisfying the conditions for the completion of the Merger Agreement, including obtaining the necessary regulatory approvals, within the expected time frame or at all. Such challenges could delay the completion of the merger or impose conditions that could cause abandonment of the Merger Agreement.
6. Our current shareholders will have a reduced ownership and voting power after the merger.
7. We are obligated to complete the transaction whether or not we have obtained the required funding for closing.
8. The combined company’s assets, liabilities or results of operations could be negatively impacted by unknown or unexpected events, conditions or actions that might occur at Calpine prior to the closing of the merger.
9. We may record goodwill that could become impaired and adversely affect our operating results.
10. The merger may be completed on terms different from those contained in the Merger Agreement.
11. Lawsuits may be filed against us or our Board in connection with the merger. An adverse ruling in any such lawsuit could result in an injunction preventing the completion of the merger and/or substantial costs to us.