November 10, 2026·61 min read

Constellation Energy (CEG), Financial Analysis

Insights derived from analysing SEC filings. Independent analysis, not a publication of the SEC.

Operating revenues Q3 2026
$9.55bn
+45.4% year on year (Q3 2025 $6.57bn)
Total operating expenses Q3 2026
$7.07bn
+28.9% year on year (Q3 2025 $5.48bn)
Operating margin Q3 2026
26.1%
+9.6 pts year on year (Q3 2025 16.5%)
Key findings
  • Q3 2026 operating revenues $9.55bn, +45.4%; GAAP diluted EPS $5.19 against $2.97; adjusted operating EPS $5.06 against $3.04, +66.4%. Adjusted operating EPS is a non GAAP measure that excludes unrealized hedge marks, decommissioning trust results, Calpine merger costs and amortization of acquired contracts. Calpine, acquired on 7 Jan 2026, reported segment revenue of $3.38bn, more than the $2.98bn rise in the total; the five legacy regions reported revenue (3.1%) and revenue net of purchased power and fuel (0.5%).
  • FY2026 adjusted operating EPS guidance moved from $11.00 to $12.00 (31 Mar) to $11.50 to $12.50 (6 Aug) and $12.50 to $12.80 (9 Nov 2026); 9M 2026 adjusted operating earnings were $3.68bn against $2.22bn; the three quarterly adjusted operating EPS figures sum to $10.35 against $7.09.
  • Nuclear output 46,677 GWh in Q3 2026, +0.4%, at a 97.2% capacity factor against 96.8%, with 20 refueling outage days. About 8,500 MW of long term agreements were signed in 2026 to 9 Nov, incl. Amazon (690 MW, Calvert Cliffs) and Google (about 890 MW of uprates plus a 2,700 MW load following agreement).
  • Calpine cost $21.8bn (50m shares plus $4.3bn cash), with $12.6bn of debt assumed and $11.1bn of goodwill. DOJ required seven asset sales: two are done (Gregory, Brazos Valley) and five PJM plants are to go to LS Power for $5.0bn by end 2026. Total debt rose to $23.4bn at 30 Sep 2026 from $9.0bn at FY2025.
  • Share repurchases about $1.0bn in Q3 2026 (3.8m shares) and $3.0bn in 9M 2026 (10.9m shares); about $2.0bn of the $5.0bn authorization remains. Quarterly dividend $0.4265, +10%. Q3 2026 operating cash flow $3.43bn and free cash flow $2.49bn.
  • Shares at $274.32 on 10 Nov 2026, 21.7x TTM adjusted operating EPS of $12.65 (22.1x TTM GAAP diluted EPS), 27.8% below the 52 week high. Three year scenario prices from this report's model assumptions: base $322, best $550, worst $104.

Figures are read from the filings of Constellation Energy Corporation (central index key 1868275), which reports jointly with Constellation Energy Generation, LLC (1168165): the Forms 10-K for FY2022 to FY2025, the Forms 10-Q for Q1 2025 to Q3 2026, the Forms 8-K with all their exhibits, incl. the quarterly results releases (Ex 99.1) and presentations (Ex 99.2), the 2026 Business and Earnings Outlook (Ex 99.1 of 31 Mar 2026), the Calpine financial statements and pro forma statements, the DOE loan agreements, note indentures, the underwriting agreement for the Jun 2026 secondary offering and the Form 8-K Item 5.07 vote results, together with Schedules 13G, Forms 3 and 4 and the filings of 5 peer companies. CFO commentary is taken from the CFO statements in the results releases and the finance sections of the presentations. Accession numbers for every filing used appear in the Sources appendix. The share price is the last trade of 10 Nov 2026.

1 Revenue & Business Model

  • Storyline: in 2026 Constellation added a gas fleet and a second retail book to the largest US nuclear fleet, and signed long term contracts with data center operators. Calpine explains most of the growth in 2026 figures; the legacy regions show the change in the existing business. Chapters 2 to 4 cover the three drivers: nuclear generation and data center contracts, the Calpine gas fleet, and retail and commercial supply.
  • Business model: Constellation generates power from about 22 GW of nuclear capacity (14 stations, 25 units) and, since Jan 2026, about 23 GW of Calpine gas and geothermal plants, and sells it with purchased power and gas to about 2.5m customer accounts. Segments are US regions: Mid‑Atlantic, Midwest, New York, ERCOT, Other Power Regions and, from Q1 2026, Calpine. Management measures segments on revenue net of purchased power and fuel (RNF).
  • Operating revenues FY2021 $19.6bn to FY2025 $25.5bn; TTM Q3 2026 $34.3bn incl. three quarters of Calpine. Revenue includes pass through retail power and gas sales and hedge marks, so it moves with commodity prices: unrealized hedge gains added $1.32bn to Q1 2026 revenue.
  • 9M 2026: revenue $28.18bn, +44.8%, of which Calpine $7.93bn; legacy five regions $16.80bn, +1.1%, and their RNF $8.46bn, +4.0%. Pro forma revenue as if Calpine had been owned from 1 Jan 2025 was $28.41bn against $27.25bn (Form 10-Q).
  • Geography: all segments are US regions; Canada and UK activity is not reported separately, so no regional revenue split beyond the segments is shown.
Figure 1.1 Operating revenues and operating margin, FY2021 to TTM Q3 2026
Figure 1.2 Operating revenues by segment, quarterly ($bn)
Table 1.1 Segment revenue and RNF, Q3 2026 against Q3 2025 ($bn)
SegmentRevenue Q3 2025Revenue Q3 2026Change (%)RNF Q3 2025RNF Q3 2026Change (%)
Mid‑Atlantic1.761.886.50.891.0315.1
Midwest1.391.5612.40.940.93(1.2)
New York0.560.572.00.400.413.3
ERCOT0.630.59(5.7)0.420.35(16.9)
Other Power Regions1.541.10(28.8)0.340.26(24.2)
Legacy five regions5.885.70(3.1)2.992.98(0.5)
Calpine (from 7 Jan 2026)n/a3.38n/an/a1.93n/a
Other and unallocated items0.690.47(32.1)0.010.25n/m
Total6.579.5545.43.005.1571.5
RNF is segment revenue less segment purchased power and fuel, the measure management uses for segments. Segment revenue includes intersegment sales.
Table 1.2 Segment revenue and RNF, 9M 2026 against 9M 2025 ($bn)
SegmentRevenue 9M 2025Revenue 9M 2026Change (%)RNF 9M 2025RNF 9M 2026Change (%)
Mid‑Atlantic4.885.288.32.482.8313.9
Midwest4.324.8612.62.832.77(2.3)
New York1.661.702.81.201.211.2
ERCOT1.491.41(5.5)0.900.84(6.9)
Other Power Regions4.283.55(17.0)0.720.8113.4
Legacy five regions16.6216.801.18.138.464.0
Calpinen/a7.93n/an/a4.08n/a
Total19.4628.1844.88.3813.4060.0
Sum of the quarterly segment figures in the Forms 10-Q.
Table 1.3 Fleet and market metrics
MetricQ3 2025Q2 2026Q3 2026
Nuclear output, at ownership (GWh)46,47744,16046,677
Nuclear capacity factor (%)96.893.097.2
Refueling outage days, operated sites238620
Gas, oil and renewables output, legacy fleet (GWh)6,1745,7356,595
Calpine fleet output (GWh)n/a24,91438,387
Purchased power (GWh)17,98415,00617,015
Total supply and sales (GWh)70,63589,815108,674
Equivalent forced outage factor, gas, oil and hydro (%)n/a6.25.9
Renewable energy capture (%)96.896.096.4
PJM West day ahead power price ($/MWh)46.77n/a69.97
PJM capacity price, ComEd and EMAAC ($/MW per day)269.92n/a329.17
Nuclear output includes Salem and South Texas Project at ownership; capacity factor excludes them. Prices as reported in the Forms 10-Q.
Table 1.4 Calpine acquisition as filed
ItemTerms
Closing date7 Jan 2026
Total consideration$21.8bn: 50m CEG shares valued at $17.6bn ($354.58 per share) plus $4.3bn cash
Debt assumed, fair value$12.6bn
Goodwill, provisional$11.1bn, allocated to the Calpine segment; net identifiable assets $10.8bn
Fleet addedabout 23 GW after divestitures, mostly natural gas, incl. the Geysers geothermal plants; retail load about 62 TWh a year
DOJ conditionsseven required divestitures: five PJM plants, Brazos Valley (ERCOT) and the minority interest in Gregory; agreements due within 240 days of closing
Divestitures completedGregory interest sold Jan 2026 for $136m; Brazos Valley (606 MW) sold to LS Power Oct 2026 for $860m, with a gain of about $250m expected in Q4 2026
Divestiture pendingfive PJM plants (about 4.4 GW) to LS Power for $5.0bn, expected to close by end 2026; assets held for sale $5.66bn at 30 Sep 2026
Lockup on shares issuedhalf released 30 Jun 2026, half on 30 Jun 2027; former Calpine holders sold 11m shares in a Jun 2026 secondary offering
Form 10-Q for Q3 2026, Note 2, and Form 8-K of 7 Jan 2026.

2 Nuclear Generation and Data Center Contracts: 97.2% Capacity Factor and 8,500 MW of New Agreements

  • Nuclear output 46,677 GWh in Q3 2026, +0.4%, after 44,666 GWh in Q1 and 44,160 GWh in Q2 2026 when refueling outages ran to 99 and 86 days. Capacity factor 97.2% against 96.8%; FY2025 94.7% on 182,690 GWh.
  • Legacy regions, Q3 2026 against Q3 2025: revenue $5.70bn, (3.1%); RNF $2.98bn, (0.5%). Mid‑Atlantic RNF +15.1%, Midwest (1.2%), New York +3.3%, ERCOT (16.9%). In 9M 2026 legacy RNF rose +4.0% to $8.46bn.
  • Data center and hyperscaler agreements as filed: Microsoft (Crane restart, 835 MW, 20 years), Meta (Clinton, 1,121 MW, 20 years from Jun 2027), Amazon (Calvert Cliffs, 690 MW, 20 years), Google (about 890 MW of uprates, 20 years, plus a 15 year 2,700 MW load following agreement) and CyrusOne (1,160 MW at Calpine gas sites). The Q3 2026 presentation counts about 4,560 MW contracted with three customers in Q3, incl. 270 MW through Peak+ (Ex 99.2).
  • Contracted volumes: expected generation under long term agreements rises from 60m MWh in 2029 to 91m MWh in 2032, about 45% of the clean baseload fleet; 1,165 MW of uprates (about $4.3bn) are planned, 110 MW in 2027 to 2028, 605 MW in 2029 to 2030 and 450 MW in 2031 to 2032.
  • Nuclear tax credit: revenue from the credit fell to $44m in Q3 2026 from $175m, and from about $2.08bn in FY2024 to about $320m in FY2025, as power prices rose above the phase out range of $26.00 to $44.75/MWh.
  • PJM capacity auctions: Constellation cleared 18,025 MW for 2026/27 at $329/MW per day, 17,950 MW (15,525 MW nuclear) for 2027/28 at $333 and 18,875 MW (15,700 MW nuclear) for 2028/29 at $325, excluding plants held for sale.
Figure 2.1 Nuclear output and capacity factor by quarter
Figure 2.2 Legacy five region RNF by quarter against a year earlier
Table 2.1 Data center and long term power agreements as filed
CustomerAssetMWTermSignedStart
MicrosoftCrane restart (835 MW unit)83520 yearsSep 2024targeted 2027
MetaClinton, full output incl. 30 MW uprate1,12120 yearsJun 2025Jun 2027
AmazonCalvert Cliffs, plus retail supply69020 yearsSep 2026not stated
Googleuprates at 11 units (IL, PA, NJ)89020 yearsOct 2026first uprate 2028
Googleload following agreement, PJM2,70015 yearsOct 2026not stated
CyrusOneFreestone and Thad Hill gas sites (Texas)1,160not stated2025 to 2026not stated
Walmart and othersDresden and existing fleet92015 to 20 yearsQ2 20262029 to 2032
Unnamed customer (Peak+)existing nuclear, unit contingent27020 yearsQ3 20262028
As stated in the Forms 10-K, 10-Q and 8-K. Not stated: the filings read do not give the figure.
Table 2.2 PJM base residual auctions
Delivery yearClearing price ($/MW per day)Constellation cleared (MW)of which nuclear (MW)
2025/26270n/an/a
2026/2732918,02515,550
2027/2833317,95015,525
2028/2932518,87515,700
2025/26 price for Other PJM from the Constellation Form 8-K Ex 99.2 of 9 Nov 2026; other rows from the Constellation Forms 8-K of 22 Jul 2025, 17 Dec 2025 and 14 Jul 2026, which exclude plants held for sale from 2028/29. Delivery years run June to May.

How the nuclear and data center power market is changing

  • Co located load: in Dec 2025 FERC found the PJM tariff unjust and unreasonable and ordered new transmission services for co located load; in Jun 2026 it pressed PJM to act before the proposed Jun 2029 date (Form 10-Q, Q3 2026).
  • Capacity price collar: in Apr 2026 FERC accepted an extension of the PJM collar of about $175 to $325/MW per day to the 2028/29 and 2029/30 auctions; PJM filed a one time reliability backstop procurement for 1 to 28 Mar 2027 with results due 10 May 2027 (Form 10-Q, Q3 2026).
  • Power prices: PJM West day ahead power averaged $69.97/MWh in Q3 2026 against $46.77, +49.6%; the Illinois carbon mitigation credit averaged ($26.54)/MWh, paid to ComEd, against ($17.11) (Form 10-Q, Q3 2026).
  • Federal financing: the DOE guaranteed a $1.0bn loan for Crane (Nov 2025) and gave a conditional commitment of up to $5.0bn for uprates (Oct 2026), both at Treasuries plus 0.375%.
  • Other nuclear contracts in filings: Vistra signed a 20 year 1,200 MW PPA with AWS at Comanche Peak (Sep 2025), deliveries from Q4 2027 (Vistra Form 10-Q, Q3 2026).
Figure 2.3 Expected generation under long term agreements, 2029 to 2032
Table 2.3 Nuclear and generation results against competitors, Q3 2026
Company and measurePeriodDetailValueChange year on year (%)
Constellation, nuclear output (GWh)Q3 2026capacity factor 97.2% against 96.8%46,6770.4
Vistra, nuclear output, Texas and East (GWh)Q3 2026Texas capacity factor 98.1%, East 93.6%; 1,200 MW Comanche Peak PPA with AWS from Q4 202713,5660.0
PSEG Power & Other, nuclear output (GWh)Q3 2026capacity factor 95.5% against 92.4%; segment operating earnings $68m against $50m8,1723.4
Talen, total output incl. gas (GWh)Q3 2026capacity factor 75.4%; 2.2 GW nuclear at Susquehanna; growth mainly from acquired gas plants23,900115.3
NextEra Energy Resources, net income ($m)Q3 2026new investments, existing assets and hedge gains1,49116.9
Each company's own measure as labeled; GWh are output at ownership. NextEra Energy Resources is the competitive generation segment of NextEra Energy; its net income is US GAAP.

3 Calpine Gas Fleet: New Segment From Jan 2026 With $1.93bn of Q3 RNF

  • Calpine segment Q3 2026: revenue $3.38bn and RNF $1.93bn on 38,387 GWh; Q1 $2.40bn and $1.13bn, Q2 $2.15bn and $1.03bn. The segment started on 7 Jan 2026, so there is no prior year comparison; management states that Calpine earnings since closing cannot be isolated because financing was combined.
  • Share of the group: Calpine was 35.4% of Q3 2026 revenue and 37.4% of RNF; total supply and sales volume rose to 108,674 GWh from 70,635 GWh.
  • Deal terms: $21.8bn of consideration (50m shares and $4.3bn cash), $12.6bn of debt assumed and $11.1bn of provisional goodwill. On a pro forma basis, 9M 2026 net income was $3.94bn against $2.67bn.
  • Required sales: DOJ cleared the deal with seven divestitures: Gregory (sold Jan 2026, $136m), Brazos Valley (sold Oct 2026, $860m) and five PJM plants of about 4.4 GW to LS Power for $5.0bn, expected by end 2026. Constellation also agreed to buy the 609 MW Rhode Island State Energy Center for $715m.
  • Data center use of gas sites: CyrusOne agreements cover 380 MW at Freestone, an exclusive 380 MW second phase and 400 MW at Thad Hill; the company cites $0.20 to $0.50 of EPS per 1,000 MW of such deals (Ex 99.2 of 9 Nov 2026). Pin Oak Creek (460 MW gas peaker, ERCOT) achieved commercial operation on 30 Apr 2026 (Ex 99.1 of 11 May 2026).
Figure 3.1 Calpine segment revenue, RNF and generation by quarter
Table 3.1 Calpine divestitures and gas plant purchase
AssetDateMWPriceStatus
Gregory (minority interest)Jan 2026n/a$136msold
Brazos Valley, ERCOTOct 2026606$860msold to LS Power; gain of about $250m expected in Q4 2026
Five PJM plantsagreed Mar 2026about 4,400$5.0bnto LS Power; closing expected by end 2026
Rhode Island State Energy Center (purchase)agreed Sep 2026609$715mfrom Shell Energy North America, ISO New England

How the gas generation market is changing

  • Consolidation: Constellation closed Calpine ($21.8bn, Jan 2026), NRG closed the LS Power portfolio (about 13 GW, Jan 2026) and Vistra closed Cogentrix (about 5,500 MW, Oct 2026) (company filings).
  • Cost of new plants: Constellation puts the levelized cost of a new combined cycle plant in eastern PJM at about $110 to $130/MWh, assuming about $3,000/kW (Ex 99.2 of 9 Nov 2026).
  • Gas prices: Henry Hub averaged $2.87/MMBtu in Q3 2026 against $3.03, while Q1 2026 averaged $4.90 with Algonquin at $14.08 during winter weather; ERCOT North day ahead power averaged $34.41/MWh against $35.05 (Forms 10-Q, Q1 and Q3 2026).
  • Emission rules: in Sep 2026 the EPA repealed its 2024 power plant greenhouse gas standards except efficiency standards for new gas plants, removing carbon capture requirements from 2032 (Form 10-Q, Q3 2026).
  • Spark spreads: Constellation models a base ERCOT gas spark spread of $21/MWh on 71m MWh in 2026 and $22 on 68m MWh in 2027, and $25 on 25m MWh in the West in both years (Ex 99.2 of 9 Nov 2026).
Figure 3.2 Year on year change in Q3 2026 by company measure
Table 3.2 Gas generation results against competitors, Q3 2026
Company and measurePeriodDetailValueChange year on year (%)
Constellation, Calpine segment RNF ($m)Q3 2026Calpine output 38,387 GWh; forced outage factor 5.9%; no prior year1,927n/a
Vistra, natural gas output (GWh)Q3 2026Texas combined cycle capacity factor 81.7% against 73.7%; Cogentrix (about 5,500 MW) closed 30 Oct 202636,80613.7
Vistra, ongoing operations adjusted EBITDA, non GAAP ($m)Q3 20262026 guidance $7.1bn to $7.5bn; 2027 $7.7bn to $8.5bn2,37850.4
NRG, economic gross margin, non GAAP ($m)Q3 2026incl. about 13 GW LS Power portfolio acquired 30 Jan 20262,98230.7
Talen, adjusted EBITDA, non GAAP ($m)Q3 20262026 guidance $2.05bn to $2.20bn; 2027 $2.50bn to $2.85bn66984.3
Adjusted EBITDA and economic gross margin are non GAAP measures defined by each company. Vistra, NRG and Talen figures include 2025 and 2026 acquisitions.

4 Retail and Commercial Supply: 245m MWh of Load Without a Separate Revenue Line

  • No retail revenue line: Constellation reports retail power inside the five regional segments and Calpine, and gas and other products in the unallocated line, so this chapter uses filed proxies: changes in retail load revenue, gas revenue, purchased power volumes and modelled commercial margins.
  • Retail load revenue in the Q3 2026 Form 10-Q: +$160m in Mid‑Atlantic and +$130m in Midwest against Q3 2025 on higher contracted energy prices, and ($185m) in Other Power Regions; for 9M 2026 +$630m, +$455m and ($285m).
  • Other and gas revenue: unallocated other revenue (wholesale and retail gas, UK and other products) $829m in Q3 2026, (1.8%); gas revenue from contracts with customers $322m, +25.8%, and $1.59bn in 9M 2026, +17.1%.
  • Commercial modelling inputs for 2026 (Ex 99.2 of 9 Nov 2026): power margin of $4.25 to $4.35/MWh on 245m MWh, against $3.70 to $3.80/MWh on 200m MWh before Calpine (Ex 99.2 of Nov 2025); gas margin $0.40 to $0.45/dth on 835m dth (850m dth in 2027).
  • Customers and contracts: about 2.5m customer accounts incl. 80% of the Fortune 100; fixed price contract obligations of $12.12bn remaining at 30 Sep 2026; purchased power 17,015 GWh in Q3 2026, (5.4%).
  • Weather: the Form 10-Q links most of a $565m rise in Midwest purchased power in 9M 2026 to higher costs from a weather event in Jan 2026 and to net transmission costs.
Figure 4.1 Change in retail load revenue by segment

How the retail and commercial supply market is changing

  • Contract prices: retail load revenue rose on higher contracted energy prices, by $630m in Mid‑Atlantic and $455m in Midwest in 9M 2026 (Form 10-Q, Q3 2026).
  • Competitors: NRG retail power volume rose 6.1% to 47,190 GWh in Q3 2026 after it adopted an integrated generation and retail model in the East; Vistra retail cooling degree days were 121% of normal against 95% (Forms 10-Q, Q3 2026).
  • Large loads: in Aug 2026 PJM filed an interim resource adequacy proposal to curtail new loads over 50 MW without new capacity; FERC largely rejected it (Form 10-Q, Q3 2026).
  • New products: Peak+ combines new capacity, incl. generation and demand response, with energy products; the first deal is 20 years and 270 MW from 2028 (Ex 99.1 of 9 Nov 2026).
Table 4.1 Retail and supply results against competitors, Q3 2026
Company and measurePeriodDetailValueChange year on year (%)
Constellation, other (unallocated) revenue incl. wholesale and retail gas ($m)Q3 2026retail load revenue +$160m Mid‑Atlantic, +$130m Midwest, ($185m) Other Power Regions829(1.8)
Constellation, gas revenue from contracts with customers ($m)Q3 20269M 2026 $1.59bn, +17.1%32225.8
NRG, retail revenue ($m)Q3 2026retail power sales 47,190 GWh against 44,484; about 5.5m Home customers8,19312.5
Vistra, retail segment revenue ($m)Q3 2026retail adjusted EBITDA $98m against $37m4,81416.3
Constellation reports no retail revenue line; its rows are proxies. NRG and Vistra retail figures are US GAAP segment revenue.

5 Financial Analysis & Ratios

  • Operating margin TTM 17.5% against 12.1% in FY2025 and 18.5% in FY2024; Q3 2026 26.1% against 16.5%. GAAP results include unrealized hedge marks and nuclear decommissioning trust gains and losses, so margins move between quarters: Q2 2026 operating margin was 7.7%.
  • Net income TTM $4.37bn (12.8% of revenue); 9M 2026 $3.94bn against adjusted operating earnings of $3.68bn. The Q3 2026 effective tax rate was 18.2%, incl. a $108m deferred tax benefit from apportionment changes.
  • Gross profit in this report equals revenue net of purchased power and fuel (RNF): TTM $15.88bn, 46.4% of revenue; Calpine contributed $4.08bn in 9M 2026.
  • Balance sheet at 30 Sep 2026: total debt $23.39bn (short term $3.99bn, long term $19.40bn); cash $0.60bn; goodwill $11.50bn; assets held for sale $5.66bn; nuclear decommissioning trust funds $20.38bn against asset retirement obligations of $12.89bn; equity $32.71bn after $17.60bn of shares issued for Calpine.
  • Liquidity and ratings: about $7.2bn available under credit facilities of about $14.5bn; ratings BBB+ and Baa1; target debt to EBITDA of 2.00x to 2.25x. A downgrade below investment grade would require about $3.6bn of collateral (Form 10-Q).
Table 5.1 Income statement, cash flow and balance sheet summary ($bn unless stated)
Line itemFY2021FY2022FY2023FY2024FY2025TTM Q3 2026
Revenue19.624.424.923.625.534.3
Gross profit7.57.08.912.110.915.9
Operating income(0.3)0.51.64.43.16.0
Net income(0.2)(0.2)1.63.72.34.4
Diluted EPS ($)n/a(0.49)5.0111.897.4012.44
Operating cash flow(1.3)(2.4)(5.3)(2.5)4.25.8
Capital expenditure(1.3)(1.7)(2.4)(2.6)(2.9)(4.4)
Free cash flow(2.7)(4.0)(7.7)(5.0)1.31.3
Stock based compensation0.00.10.20.30.4n/a
Cash and investments0.50.40.43.03.60.6
Total debt7.95.89.38.49.023.4
Total equity11.211.010.913.214.532.7
Gross profit is revenue net of purchased power and fuel (RNF). Operating income and net income are US GAAP and attributable to common shareholders. FY2021 diluted EPS is not shown: Constellation was part of Exelon until the Feb 2022 separation. Cash and investments exclude restricted cash and nuclear decommissioning trust funds. TTM equals Q4 2025 plus 9M 2026 and includes Calpine from 7 Jan 2026; TTM diluted EPS is Q4 2025 plus reported 9M 2026 diluted EPS, and TTM adjusted operating EPS is the sum of four quarters. For FY2021 to FY2024 cash flow see Cost structure and cash flow below.
Figure 5.1 Quarterly revenue and margins
Table 5.2 What changed, Q3 2026 against Q3 2025
MetricQ3 2025Q3 2026Change
Revenue ($bn)6.579.5545.4%
Gross profit ($bn)3.005.1571.5%
Operating income ($bn)1.092.49129.5%
Net income ($bn)0.931.8497.3%
Diluted EPS ($)2.975.1974.7%
Operating cash flow ($bn)1.853.4385.4%
Free cash flow ($bn)1.462.4970.5%
Operating margin (%)16.526.19.6 pts
Net margin (%)14.219.25.1 pts
Table 5.3 Ratio analysis
RatioFY2021FY2022FY2023FY2024FY2025TTM Q3 2026
Growth and margins
Revenue growth (%)n/a24.42.0(5.4)8.3n/a
Gross margin (%)38.128.635.851.542.546.4
Operating margin (%)(1.8)2.06.518.512.117.5
Net margin (%)(1.0)(0.7)6.515.99.112.8
FCF margin (%)(13.6)(16.5)(31.0)(21.3)5.03.9
Cost and investment intensity
SBC (%) revenue0.20.50.71.41.5n/a
Capex (%) revenue6.86.99.710.911.513.0
Effective tax rate (%)148.0n/a35.117.133.826.8
Returns
ROE (%)(1.8)(1.4)14.831.116.813.4
ROA (%)(0.4)(0.3)3.37.24.24.4
ROIC (%)(1.5)2.55.319.410.37.9
Asset turnover (x)0.410.520.490.450.450.35
Liquidity and leverage
Current ratio (x)1.001.191.311.571.531.49
Debt to equity (x)0.700.520.850.640.620.71
Net cash ($bn)(7.4)(5.3)(8.9)(5.4)(5.4)(22.8)
Efficiency and cash quality
Days sales outstanding313928586148
Inventory days393134514367
FCF to net income (x)n/an/a(4.76)(1.34)0.560.31
Shareholder returns (%) FCFn/an/an/an/a69268
Gross margin is RNF over revenue. FCF margin uses free cash flow as reported. TTM balance sheet ratios use the 30 Sep 2026 balance sheet, which includes Calpine. Net cash is cash less total debt.
Figure 5.2 Margin profile
Figure 5.3 Operating cash flow, capital expenditure and free cash flow
Table 5.4 Valuation snapshot at $274.32 per share, 10 Nov 2026
MeasureValue
Market cap ($bn)96.5
Enterprise value (net debt at 30 Sep 2026) ($bn)119.2
P/E on TTM adjusted operating EPS of $12.65 (non GAAP) (x)21.7
P/E on TTM diluted EPS of $12.44 (US GAAP) (x)22.1
EV/Sales (TTM) (x)3.5
EV/EBITDA, GAAP operating income plus depreciation (TTM) (x)15.7
FCF yield, as reported (TTM) (%)1.4
Dividend yield, $0.4265 a quarter (%)0.6
Price/Book (x)2.9

Cost structure and cash flow

  • Purchased power and fuel is the largest cost: 57.5% of FY2025 revenue against 71.4% in FY2022 and 48.5% in FY2024; it moves with power and gas prices and with hedge results. Operating and maintenance cost was 24.1% of revenue in FY2025 against 20.0% in FY2021; guidance for adjusted operating and maintenance cost is $7.08bn in 2026 and 2027 incl. Calpine.
  • Q3 2026 total operating expenses $7.07bn, +28.9%, against revenue +45.4%; operating income also includes a $12m gain on asset sales; operating margin 26.1% against 16.5%.
  • GAAP and adjusted earnings: adjusted operating earnings exclude unrealized hedge gains and losses, decommissioning related items (trust fund results and asset retirement changes), amortization of Calpine commodity contracts acquired, Calpine merger and integration costs and some tax items. In 9M 2026 these items lowered adjusted earnings by $254m against GAAP: unrealized gains $508m and decommissioning gains $339m were removed, and contract amortization $342m and Calpine costs $276m were added back.
  • Free cash flow as reported was negative from FY2021 to FY2024: (2.67bn), (4.04bn), (7.72bn) and (5.03bn). Collections on the deferred purchase price of receivables sold under the securitization facility ($3.9bn, $5.0bn, $7.3bn and $10.2bn) were reported as investing cash flows. Including them, free cash flow was $1.24bn, $0.92bn, ($0.38bn) and $5.19bn. There were no such collections in FY2025, when reported free cash flow was $1.29bn. FY2024 operating cash flow also includes $1.57bn from selling nuclear tax credits.
  • 9M 2026 cash: operating cash flow $4.98bn, capital expenditure $3.46bn, free cash flow $1.52bn; repurchases $3.0bn and dividends $0.46bn, funded partly with new debt.
  • Debt after Calpine: total debt $23.39bn at 30 Sep 2026 against $8.99bn at FY2025, after $12.55bn assumed at closing, $4.95bn of notes issued in Jan and May 2026 and $5.15bn of Calpine debt repaid. Long term debt split at 30 Sep 2026: $14.5bn Constellation and $4.9bn Calpine (Ex 99.2).
Figure 5.4 Main cost lines as % of operating revenues by year
Figure 5.5 Diluted EPS and adjusted operating EPS by quarter
Figure 5.6 Free cash flow as reported and incl. collections on sold receivables
Figure 5.7 FY2026 adjusted operating EPS guidance range by date
Figure 5.8 Total debt and net debt
Table 5.5 Cost lines as % of operating revenues, FY2021 to FY2025
LineFY2021FY2022FY2023FY2024FY2025
Purchased power and fuel (% of revenue)61.971.464.248.557.5
Operating and maintenance (% of revenue)20.019.622.826.124.1
Depreciation and amortization (% of revenue)15.34.54.44.83.9
Capital expenditure (% of revenue)6.86.99.710.911.5
Operating income (% of revenue)(1.8)2.06.518.512.1
Table 5.6 Items between GAAP net income and adjusted operating earnings, 2026 ($m)
ItemQ3 20269M 2026
GAAP net income1,8353,938
Unrealized gain or loss on fair value(127)(508)
Decommissioning related56(339)
Amortization of acquired commodity contracts39342
Calpine merger and integration costs73276
Plant retirements and divestitures(9)(9)
Pension and other postretirement benefits non service2565
Legal and environmental liabilities944
Income tax related(108)(121)
Noncontrolling interests(1)(4)
Adjusted operating earnings1,7923,684
Adjusted operating EPS ($)5.0610.35
Diluted EPS, US GAAP ($)5.1911.06
After tax amounts. Q3 2026 as shown in the Form 8-K Ex 99.1 of 9 Nov 2026; 9M 2026 is the sum of the Q1, Q2 and Q3 2026 releases, and 9M adjusted operating EPS is the sum of the three quarters. 9M diluted EPS as reported in the Form 10-Q. Positive values add to adjusted operating earnings. Adjusted operating earnings and EPS are non GAAP measures.
Table 5.7 Cash flow and capital returns, last five quarters ($bn)
LineQ3 2025Q4 2025Q1 2026Q2 2026Q3 2026
Operating cash flow1.850.810.431.133.43
Capital expenditure(0.39)(0.99)(1.28)(1.25)(0.94)
Free cash flow1.46(0.18)(0.85)(0.12)2.49
Dividends paid(0.12)(0.12)(0.16)(0.15)(0.15)
Share repurchases0.000.000.00(1.97)(1.03)
Free cash flow is operating cash flow less capital expenditure. Share repurchases are cash flow statement amounts; Q2 2026 includes 2m shares ($558m) bought from the underwriters of the Jun 2026 secondary offering.

6 MD&A & Management Commentary

Q3 2026 results: Form 8-K Ex 99.1 and 99.2 and Form 10-Q of 9 Nov 2026

  • Q3 2026: operating revenues $9.55bn against $6.57bn; GAAP net income $1.84bn ($5.19 per share) against $0.93bn ($2.97); adjusted operating earnings $1.79bn ($5.06) against $0.95bn ($3.04). GAAP exceeded adjusted earnings by $43m in Q3; the largest items removed were unrealized hedge gains of $127m and a $108m income tax benefit.
  • Drivers in the 10-Q: Calpine contributed segment revenue of $3.38bn and RNF of $1.93bn; PJM capacity prices averaged $329.17/MW per day against $269.92; PJM West day ahead power averaged $69.97/MWh against $46.77. Nuclear tax credit revenue fell to $44m from $175m as higher prices reduced the credit.
  • Operations: nuclear capacity factor 97.2% (99.2% for the summer months per Ex 99.2) with 20 refueling outage days; gas, oil and hydro fleet equivalent forced outage factor 5.9%; renewable energy capture 96.4% against 96.8%.
  • New agreements in the release: Amazon 20 year 690 MW PPA plus retail supply, supporting more than $3bn of investment at Calvert Cliffs incl. a 190 MW expansion for 2030 to 2032; Google 20 year PPA enabling about 890 MW of uprates at 11 units, first in 2028, plus a 15 year 2,700 MW load following agreement; first Peak+ deal, 20 years and 270 MW from 2028; purchase of the 609 MW Rhode Island State Energy Center for $715m.
  • Financing: conditional DOE loan guarantee of up to $5.0bn for uprates, 30 years at Treasuries plus 0.375%; the Q3 2026 presentation puts the potential saving at about $40m a year before tax, based on current CEG 30 year bond spreads (Ex 99.2).
  • Q2 2026 (8-K of 6 Aug 2026 and Form 10-Q): GAAP EPS $1.42 against $2.67; adjusted operating EPS $2.55 against $1.91; guidance raised to $11.50 to $12.50 on higher realized customer margins and portfolio optimization, partly offset by performance related compensation; 86 refueling outage days against 41 cut the capacity factor to 93.0%; 920 MW of 15 to 20 year nuclear PPAs signed incl. 176 MW with Walmart.
  • Q1 2026 (8-K of 11 May 2026 and Form 10-Q): GAAP EPS $4.49 against $0.38, incl. $1.32bn of unrealized hedge gains in revenue; adjusted operating EPS $2.74 against $2.14 on the Calpine addition and market and portfolio conditions, partly offset by nuclear outages; the Form 10-Q cites higher capacity revenue and higher costs from a weather event in Jan 2026; guidance of $11.00 to $12.00 affirmed.
Table 6.1 Company outlook and every 2026 revision, as filed
ItemOutlookSource
FY2026 adjusted operating EPSinitial $11.00 to $12.00 on 361m diluted shares (31 Mar 2026); affirmed (11 May 2026); raised to $11.50 to $12.50 on 357m shares (6 Aug 2026); raised and narrowed to $12.50 to $12.80, midpoint $12.65, on 356m shares (9 Nov 2026); 9M 2026 quarterly adjusted operating EPS sum to $10.358-K Ex 99.1 of 31 Mar, 11 May, 6 Aug and 9 Nov 2026
Base EPS (non GAAP subset)2026 $6.65 to $6.75; 2027 $7.60 to $7.70; 2029 $11.40 to $11.90; growth of 20% or more a year from 2026 to 2029, then 10% or more on a rolling three year basis8-K Ex 99.1 of 31 Mar 2026; repeated 9 Nov 2026
Dividend10% annual growth target; $0.4265 a quarter in 2026, +10%8-K Ex 99.1 of 24 Feb and 31 Mar 2026
Share repurchasesauthorization raised to $5.0bn (31 Mar 2026); about $3.0bn used in 9M 2026; about $2.0bn remaining at 30 Sep 20268-K Ex 99.1 of 31 Mar 2026; Form 10-Q Q3 2026 Note 16
Growth capital 2026 to 2027$3.9bn identified, incl. $1.3bn for uprates8-K Ex 99.1 of 31 Mar 2026; Ex 99.2 of 9 Nov 2026
Cash sources and uses 2026 to 2027sources $13.6bn: cash net of Calpine uses $0.8bn, free cash flow before growth $8.4bn, after tax asset sales $4.5bn; uses: growth $3.9bn, dividends $1.3bn, debt reduction $3.4bn, buybacks $5.0bn8-K Ex 99.1 of 31 Mar 2026
Adjusted operating and maintenance cost$7.08bn in 2026 and in 20278-K Ex 99.2 of 9 Nov 2026
Depreciation and amortization$1.82bn in 2026; $2.00bn in 20278-K Ex 99.2 of 9 Nov 2026
Leveragedebt to EBITDA of 2.00x to 2.25x; BBB+ and Baa1 ratings8-K Ex 99.2 of 9 Nov 2026
FY2025 adjusted operating EPS (history)initial $8.90 to $9.60 (10 Jan 2025); affirmed Feb, May and Aug 2025; narrowed to $9.05 to $9.45 (7 Nov 2025); actual $9.398-K Ex 99.1 releases of 2025 and 24 Feb 2026
FY2024 adjusted operating EPS (history)range revised twice to $8.00 to $8.40; actual $8.678-K Ex 99.1 of Feb 2025

Management and CFO commentary

  • CFO Shane Smith, Q3 2026 release (9 Nov 2026): adjusted operating EPS $5.06 against $3.04; the guidance midpoint raised for the second time in 2026; capital allocation named nuclear uprates, the Rhode Island State Energy Center purchase and repurchases; about $3.0bn of buybacks in 2026.
  • CFO, Q2 2026 release and presentation (6 Aug 2026): guidance raised to $11.50 to $12.50 on 357m expected diluted shares; about $2.2bn of buybacks to that date; $5.9bn of gross proceeds expected from the required divestitures; priorities: Calpine integration and returns on the larger fleet.
  • 2026 Business and Earnings Outlook (31 Mar 2026, finance section): base earnings 60% to 70% of the total and enhanced earnings 30% to 40%; buyback authorization raised to $5.0bn; $3.9bn of growth capital.
  • CFO, Q4 2025 release (24 Feb 2026): FY2025 adjusted operating EPS $9.39 against $8.67, above the guidance midpoint for a fourth year; 2026 guidance deferred to the 31 Mar 2026 outlook.
  • CEO Joe Dominguez, Q3 2026 release: the Q3 agreements add more than 1,000 MW of new emission free generation, with no costs borne by existing customers; Peak+ introduced.
  • CEO, Q1 2026 release (11 May 2026): execution priorities named as operations, Calpine integration, new resources and a changing regulatory environment.
Table 6.2 Management statements in their own words
SpeakerDate and sourceStatement
Joe Dominguez, President and CEO18 Nov 2025, 8-K Ex 99.1 Crane DOE loan release“Utilities and grid operators are moving too slowly and need to make regulatory changes”
Joe Dominguez, President and CEO11 May 2026, 8-K Ex 99.1 Q1 2026 release“Right now, our focus is on execution”
Shane Smith, EVP and CFO9 Nov 2026, 8-K Ex 99.1 Q3 2026 release“positions us to deliver sustained earnings growth”
Table 6.3 Key disclosures in the FY2025 Form 10-K and the Q3 2026 Form 10-Q
ItemDisclosure
1 BusinessOwned capacity 31,676 MW at 31 Dec 2025 before Calpine (Mid‑Atlantic 10,386; Midwest 11,606; New York 3,093; ERCOT 4,742; Other 1,849) plus 4,798 MW contracted. Post Calpine fleet about 55 GW.
1 BusinessNuclear fleet about 22 GW, 14 stations, 25 units; 183 TWh in 2025; capacity factor 94.7% (2025), 94.6% (2024), 94.4% (2023); average refueling outage 22 days in 2025.
1 BusinessCalpine adds about 23 GW after divestitures across 72 assets, 21 GW gas, Geysers geothermal about 730 MW, about 800 MW batteries, about 62 TWh retail load, about 2,500 employees.
1 BusinessMicrosoft 20 year PPA (Sep 2024) supports restart of Crane (formerly Three Mile Island Unit 1), about 835 MW; Meta 20 year PPA for full Clinton output from June 2027 with 30 MW uprate.
1 BusinessAbout 2.5m customer accounts; serves three quarters of Fortune 100 in the 10-K and 80% in the Q3 2026 Form 10-Q.
7 MD&AFY2025 revenue $25.53bn (+8.3%), operating income $3.09bn, (29%), and net income $2.32bn, (38%), as unrealized hedge and NDT items swung; adjusted operating EPS $9.39 against $8.67.
8 Note 6 Government assistanceNuclear PTC in revenue about $320m (2025) against about $2.08bn (2024); 2024 PTC sales $1.75bn with $1.57bn cash; refund obligations to state programs about $1.19bn recognized at YE2025.
8 Note 16 DebtLong term debt $7.40bn at YE2025 incl. current; DOE guaranteed $1.0bn Crane loan facility; short term borrowings $1.65bn (term loans).
8 Note 2 MergersDOJ resolution required divestiture of five PJM plants, one ERCOT plant (Brazos Valley) and Calpine's minority interest in Gregory; agreements due within 240 days (by 4 Sep 2026). Four assets were also subject to FERC divestiture requirements.
8 Note 2 MergersSTP: 44% stake acquired Nov 2023 for $1.66bn; settlement requires selling 2% to CPS at same price.
8 Note 5 SegmentsFive regional segments in FY2025 (Calpine added as sixth in 2026); CODM measure is RNF (revenue net of purchased power and fuel).
8 EquityBuybacks $992m (2023), $999m (2024), $400m (2025 via ASR, avg $311.84); SBC expense $385m in 2025.
Part I Item 2 MD&ACalpine acquired 7 Jan 2026 for $21.8bn total consideration ($17.60bn stock at $354.58, $4.34bn cash); goodwill $11.08bn; debt assumed $12.55bn at fair value.
Part I Item 2 MD&A9M 2026 revenue $28.18bn (+44.8%), operating income $5.40bn (+117.2%), GAAP net income $3.94bn (diluted EPS $11.06), adjusted operating earnings $3.68bn against $2.22bn.
Note 2 DivestituresGregory interest sold Jan 2026 for $136m; Brazos Valley sold Oct 2026 for $860m (expected Q4 gain about $250m); five PJM plants (about 4.4 GW) to LS Power for $5.0bn expected to close by end 2026; assets held for sale $5.66bn.
Note 2 Pro formaPro forma revenue 9M 2026 $28.41bn against $27.25bn; pro forma net income $3.94bn against $2.67bn.
Note 13 DebtLong term debt $19.52bn at 30 Sep 2026 (senior unsecured $13.03bn, project finance $5.97bn) against $7.40bn at YE2025; short term borrowings $3.99bn. Issued $2.75bn notes Jan 2026 and $2.2bn May 2026; repaid $2.5bn Calpine term loans, $1.25bn first lien notes, $1.4bn unsecured notes.
LiquidityCredit facilities about $14.5bn; $7.2bn available and $0.6bn cash at 30 Sep 2026; BBB+ and Baa1; a downgrade below investment grade would require about $3.6bn of collateral.
Note 16 EquityBoard added $4.4bn to the remaining $0.6bn authorization in 2026; 10.9m shares repurchased for $3.0bn in 9M 2026 (3.8m, $1.0bn in Q3); about $2.0bn remaining.
Note 3 RegulatoryFERC granted (June 2026) transfer of Eddystone capacity interconnection rights to Crane to cut contingent transmission upgrades that ran to Dec 2030.
MD&A PJMFERC accepted (Apr 2026) extension of PJM capacity collar of about $175 to $325/MW per day for 2028/29 and 2029/30; one time reliability backstop procurement proposed to open 1 Mar 2027, results 10 May 2027.
Subsequent eventsOct 2026: Brazos Valley sale closed; CDHI revolver repaid and terminated; Google PPA announced; DOE conditional loan commitment up to $5.0bn for uprates.
Note 15 LegalTexas Supreme Court denied writs in Winter Storm Uri bellwether appeals (Mar 2026; rehearing denied Jul 2026); remaining tort claims returned to the trial court for dismissal.

7 Sector & Competitor Analysis

  • Sector: US competitive power generation and retail supply. Independent power producers sell output into wholesale markets such as PJM and ERCOT, and under long term contracts; capacity auction prices, power prices and data center contracts drove 2026 results, while acquisitions of gas fleets changed company size.
  • Size, TTM Q3 2026: Constellation revenue $34.25bn, NRG $34.96bn, NextEra Energy $28.83bn (incl. its regulated utility), Vistra $20.59bn and Talen $3.95bn.
  • Margins, US GAAP TTM: operating margin Constellation 17.5%, Vistra 20.6%, NRG 7.7%, Talen 2.0%; net margin 12.8%, 13.1%, 3.4% and (6.4%). NextEra Energy margins are left out: its Q3 2026 net income was $4.78bn against $2.44bn, and the cause was outside the scope of this report.
  • Valuation, US GAAP P/E TTM: Constellation 22.1x, Vistra 18.0x, NRG 17.0x; EV/Sales 3.5x, 3.1x and 1.2x. On adjusted operating EPS Constellation trades at 21.7x.
  • Q3 2026 by company measure: Vistra ongoing operations adjusted EBITDA $2.38bn, +50.4%; NRG economic gross margin $2.98bn, +30.7%; Talen adjusted EBITDA $669m, +84.3%; PSEG Power & Other nuclear output 8,172 GWh, +3.4%; NextEra Energy Resources net income $1.49bn, +16.9%; Constellation adjusted operating earnings $1.79bn, +88.2%. Every figure includes acquisitions made since Q3 2025.
Table 7.1 Independent power producers, TTM Q3 2026, US GAAP
CompanyRevenue TTM ($bn)Revenue growth (%)Gross margin (%)Operating margin (%)Net margin (%)FCF margin (%)ROE (%)Net cash ($bn)Market value ($bn)EV/Sales (x)P/E TTM (x)
CEG34.344.846.417.512.83.913.4(22.8)963.522.1
VST20.621.755.620.613.112.742.9(18.4)453.118.0
NRG35.018.5n/a7.73.42.022.6(22.8)201.217.0
TLN4.074.855.02.0(6.4)10.0(16.1)(9.2)166.3n/a
NEE28.86.8n/an/an/an/an/a(104.1)1829.9n/a
TTM equals FY2025 plus 9M 2026 less 9M 2025 from each company's Form 10-K and Q3 2026 Form 10-Q. Revenue growth: Constellation 9M 2026 against 9M 2025; others TTM year on year; all incl. acquisitions. Gross margin: Constellation revenue less purchased power and fuel, Vistra revenue less fuel, purchased power and delivery; not computed for NRG. NextEra Energy margins, ROE and P/E are left out: its Q3 2026 net income was $4.78bn against $2.44bn, and the cause was outside the scope of this report. Talen P/E is not meaningful on a TTM net loss. P/E uses US GAAP diluted EPS for every company. Market values at last trades of 10 Nov 2026.
Figure 7.1 Revenue growth versus operating margin, peer set

8 Material Events & Contracts

  • 23 Forms 8-K in the twelve months to 9 Nov 2026 (the two of 9 Dec 2025 share one row below): four results releases (Item 2.02), the 2026 Business and Earnings Outlook, the Calpine closing and related financings, two PJM auction results, officer and director changes and the annual meeting results.
  • Calpine (8-K of 7 Jan 2026): acquisition completed; former Calpine holders received 50m shares, about 13.8% of CEG, with registration rights; Calpine notes of $2.29bn were exchanged into Constellation notes and the Calpine indentures stripped of most covenants.
  • Financing: $2.75bn of senior notes in Jan 2026 incl. $800m of 40 year notes; the DOE guaranteed $1.0bn loan for Crane (Nov 2025); a conditional DOE commitment of up to $5.0bn for uprates (Oct 2026, reported 9 Nov 2026).
  • Buybacks and the Calpine sellers: former Calpine holders sold 11m shares in a Jun 2026 secondary offering; Constellation bought 2m of them for about $558m. Q3 2026 repurchases were about $1.0bn for 3.8m shares (Form 10-Q).
  • PJM auctions (Forms 8-K of 17 Dec 2025 and 14 Jul 2026): 17,950 MW cleared at $333/MW per day for 2027/28 and 18,875 MW at $325 for 2028/29.
  • Board: Robert Lawless retired as Chair in Aug 2026; CEO Joe Dominguez became Chair and Charles Harrington Lead Independent Director; Roger Crandall joined the board; Alan Armstrong joined in Jan and resigned in Mar 2026.
Table 8.1 Forms 8-K filed in the last twelve months
DateItemsEvent
12 Nov 20255.02Director Peter Oppenheimer to retire 31 Dec 2025
18 Nov 20251.01, 2.03, 7.01DOE guarantee for up to $1.0bn FFB loan for Crane restart; matures 17 Nov 2055; T+37.5bp
21 Nov 20255.02Leadership changes effective at Calpine close: D. Eggers to Senior EVP Finance and Data Economy, S. Smith to CFO; K. Barron to retire mid 2026
9 Dec 20258.01Two Forms 8-K: Calpine financial statements and pro forma filed; Calpine note exchange offers launched (0001104659-25-119687)
17 Dec 20258.01PJM 2027/28 auction: 17,950 MW cleared at $333/MW per day (15,525 MW nuclear)
23 Dec 20258.01Exchange offer expiry extended to 12 Jan 2026; early tenders $646.8m, $846.3m, $794.5m of Calpine notes
7 Jan 20261.01, 2.01, 2.03, 3.02, 5.02, 7.01Calpine acquisition completed: 50m CEG shares plus cash ($4.34bn per the Q3 2026 Form 10-Q); Shane Smith became CFO
13 Jan 20268.01Exchange offers expired; $2.29bn Calpine notes exchanged into CEG notes
15 Jan 20261.01, 2.03$2.75bn senior unsecured notes issued (incl. $800m 40 year notes) to repay Calpine debt
10 Feb 20265.02 (amended)Director Alan Armstrong appointed to Compensation and Nuclear Oversight committees
24 Feb 20262.02, 7.01Q4 and FY2025: FY GAAP EPS $7.40, adjusted $9.39; Q4 GAAP $1.38, adjusted $2.30; quarterly dividend $0.4265 (+10%)
20 Mar 20268.01Calpine FY2025 audited financials and pro forma combined financials
26 Mar 20265.02Director Alan Armstrong resigned 23 Mar 2026
31 Mar 20267.012026 Business and Earnings Outlook: FY2026 adjusted EPS $11.00 to $12.00; buyback authorization raised to $5.0bn; base EPS growth 20%+ to 2029
17 Apr 20268.01 (amended)Amended filing of Calpine financial statements with auditor consents
1 May 20265.07Annual meeting 28 Apr 2026: 11 directors elected, say on pay approved, DEI report proposal rejected
11 May 20262.02, 7.01Q1 2026: GAAP EPS $4.49, adjusted $2.74; guidance $11.00 to $12.00 affirmed
2 Jun 20268.01Secondary sale of 11m shares by Calpine sellers; CEG repurchased 2m shares for about $558.0m; about $3.5bn authority left
14 Jul 20268.01PJM 2028/29 auction: 18,875 MW cleared at $325/MW per day (15,700 MW nuclear)
5 Aug 20265.02R. Lawless retired as Chair; J. Dominguez elected Chair; C. Harrington Lead Independent Director; R. Crandall elected director
6 Aug 20262.02, 7.01Q2 2026: GAAP EPS $1.42, adjusted $2.55; guidance raised to $11.50 to $12.50
9 Nov 20262.02, 7.01Q3 2026: GAAP EPS $5.19, adjusted $5.06; guidance $12.50 to $12.80; Google, Amazon PPAs; $5.0bn DOE conditional loan commitment; RISEC $715m
Table 8.2 Material contracts and financing arrangements
ContractTerms
Calpine merger (closed 7 Jan 2026)50m CEG shares plus cash; total consideration $21.8bn; $12.6bn of Calpine debt assumed at fair value; registration rights for former Calpine holders with lockup to 30 Jun 2026 and 30 Jun 2027.
Microsoft PPA, Crane (Sep 2024)20 year virtual PPA for about 835 MW from the restarted Crane Clean Energy Center (formerly Three Mile Island Unit 1); restart targeted for 2027; FERC approved transfer of Eddystone interconnection rights to Crane (Jun 2026).
Meta PPA, Clinton20 years for the full output of Clinton (1,121 MW incl. a 30 MW uprate) from Jun 2027; supports relicensing, with Clinton licensed to 2047.
Amazon PPA, Calvert Cliffs (Sep 2026)20 years, 690 MW, plus a retail supply agreement in PJM; more than $3bn of investment incl. a 190 MW expansion for 2030 to 2032.
Google agreements (Oct 2026)20 year PPA enabling more than $4.3bn of investment in about 890 MW of uprates at 11 units in Illinois, Pennsylvania and New Jersey, first in 2028; separate 15 year 2,700 MW financial load following agreement in PJM.
CyrusOne, Calpine gas sites in Texas380 MW at Freestone plus an exclusive 380 MW Phase 2, and 400 MW at Thad Hill; PUCT approved net metering for the co located Freestone data center, subject to conditions.
DOE loans$1.0bn Federal Financing Bank loan guaranteed by the DOE for the Crane restart, maturing 17 Nov 2055 at Treasuries plus 0.375% (Nov 2025); conditional commitment of up to $5.0bn for uprates, 30 years at Treasuries plus 0.375% (Oct 2026).
Divestitures and purchasesfive PJM plants (about 4.4 GW) to LS Power for $5.0bn, expected by end 2026; Brazos Valley (606 MW) to LS Power for $860m, closed Oct 2026; Gregory interest for $136m (Jan 2026); purchase of the 609 MW Rhode Island State Energy Center from Shell Energy North America for $715m.
Debt issued and repaid in 2026$2.75bn senior notes in Jan 2026 (incl. $800m of 40 year notes) and $2.2bn in May 2026; $2.29bn of Calpine notes exchanged into Constellation notes; $2.5bn of Calpine term loans, $1.25bn of first lien notes and $1.4bn of unsecured notes repaid. Long term debt $19.52bn at 30 Sep 2026 (senior unsecured $13.03bn, project finance $5.97bn).
Credit facilitiesfive year facility raised to $7.0bn from $4.5bn at the Calpine closing, maturing Sep 2030; total facilities about $14.5bn with $7.2bn available at 30 Sep 2026.

9 Ownership, Voting Power & Annual Meeting

  • One share class, one vote per share; no controlling holder. 351.6m shares outstanding at 31 Oct 2026. Schedules 13G: Vanguard Capital Management 6.39% (31 Mar 2026), ECP ControlCo (former Calpine owners) 4.0% (30 Jun 2026, down from 6.1% at closing) and Capital International Investors 3.3% (31 Mar 2026, down from 5.5%). Half of the Calpine merger shares stay locked up until 30 Jun 2027.
  • 2026 annual meeting (28 Apr 2026): all 11 directors elected, with support from 89.8% (Charles Harrington) to 99.0% (Nneka Rimmer) of votes cast; say on pay 94.7%; PricewaterhouseCoopers ratified; a shareholder proposal for a report on DEI initiatives received 1.2%.
  • Insiders, twelve months to Oct 2026: no open market sales; one open market purchase. Director Roger Crandall bought 1,500 shares at $278.62 on 11 Aug 2026 (about $0.42m). Feb 2026 transactions were share award settlements: CEO Joe Dominguez had 191,817 shares vest, 83,104 withheld for tax and 92,993 disposed to the company at $272.15. Andrew Novotny received 298,853 shares on 7 Jan 2026 in connection with the Calpine merger.
  • Officers: Shane Smith became CFO and Dan Eggers Senior EVP, Finance and Data Economy at the Calpine closing; Calpine CEO Andrew Novotny became Senior EVP, Constellation Power Operations; Kathleen Barron retired as Chief Strategy and Growth Officer.
Table 9.1 Annual meeting vote results, 28 Apr 2026
ProposalFor (m votes)Against (m votes)Abstain (m votes)For as % of votes castResult
Election of directors, lowest support: Charles Harrington230.226.3n/a89.8Elected
Election of directors, highest support: Nneka Rimmer254.02.4n/a99.0Elected
Advisory vote on executive compensation241.613.61.394.7Approved
Ratify PricewaterhouseCoopers as auditor for 2026285.31.40.499.5Approved
Shareholder proposal: report on DEI initiatives3.0251.52.01.2Not approved
Director votes are for and withheld; broker non votes of 30.6m on the director election are excluded. For as % of votes cast excludes abstentions and broker non votes. Results as reported in the Form 8-K Item 5.07 of 1 May 2026.

Annual meeting of 28 Apr 2026

  • Virtual only meeting, record date 4 Mar 2026: no transcript, prepared remarks or presentation for the meeting was filed with the SEC; the vote results above come from the Form 8-K Item 5.07 of 1 May 2026.
Table 9.2 Largest holders, Schedules 13G
HolderShares (m)% of classEvent dateFiling
Vanguard Capital Management23.176.3931 Mar 2026Schedule 13G 0002100119-26-000298
ECP ControlCo (Energy Capital Partners, former Calpine owners)14.444.0030 Jun 2026Schedule 13G/A 0001493152-26-036598
Capital International Investors11.943.3031 Mar 2026Schedule 13G/A 0001562230-26-000065
Capital International Investors held 17.17m shares (5.5%) at 31 Dec 2025; ECP held 22.04m (6.1%) at 7 Jan 2026. A 13F aggregation was not prepared.

10 Risk Factors

  • Item 1A of the FY2025 Form 10-K holds 43 risk factors against 44 in FY2024: 6 were added, incl. AI use in company processes and the risk that data center and AI demand grows more slowly than expected; 7 were removed, incl. six on the Calpine merger process after closing; 12 were materially reworded. The Forms 10-Q for Q1 to Q3 2026 report no change.
Table 10.1 Risk factors and disclosures with filed figures
RiskDisclosure and change
Power and capacity pricesPJM West day ahead power averaged $69.97/MWh in Q3 2026 against $46.77; PJM capacity cleared at $329, $333 and $325/MW per day for 2026/27 to 2028/29; in Apr 2026 FERC accepted an extension of the collar of about $175 to $325 to the 2028/29 and 2029/30 auctions. The price factor grew from 496 to 716 words and adds price caps, plant retention orders and large load supply mandates.
Nuclear tax creditThe credit of up to $15/MWh phases out between $26.00 and $44.75/MWh of gross receipts; it fell from about $2.08bn of revenue in FY2024 to about $320m in FY2025 and $44m in Q3 2026. Refund obligations to state programs of about $1.19bn were recognized at FY2025.
Data center demandNew FY2025 factor: data center and AI demand may not grow at the pace the market expects. 8,500 MW of long term agreements were signed in 2026 to 9 Nov; 91% of nuclear counterparties are rated AA minus or better (Ex 99.2).
Calpine integration and goodwillGoodwill $11.50bn at 30 Sep 2026; the impairment factor adds the Calpine goodwill balance. Five PJM plants ($5.66bn held for sale) await approvals for the LS Power sale.
Credit and collateralTotal debt $23.39bn at 30 Sep 2026; a downgrade below investment grade would require about $3.6bn of collateral against $7.2bn of available liquidity.
Nuclear operations and fuelRefueling outage days were 99 in Q1 and 86 in Q2 2026 against 88 and 41; US ban on Russian low enriched uranium imports since Aug 2024, with an Oct 2026 executive order waiving related sanctions.
Market design and co locationFERC found the PJM tariff unjust and unreasonable in Dec 2025 and created interim transmission services for co located load; PJM proposed a one time reliability backstop procurement from 1 Mar 2027.
AI and cybersecurityNew standalone factor on AI use (inaccurate outputs, data leakage, regulation); the cybersecurity factor adds generative AI governance and Calpine gas assets.
LitigationTexas Supreme Court denied writs in Winter Storm Uri bellwether appeals (Mar 2026; rehearing denied Jul 2026); the parties returned to the trial court to dismiss the remaining tort claims against generators.

How risk factors changed

  • Comparison: 10-K FY2025 filed 24 Feb 2026 acc 0001868275-26-000032 against 10-K FY2024 filed 18 Feb 2025 acc 0001868275-25-000023.
  • AI appears in 4 risk factors (13 mentions) in the FY2025 10-K against 1 factor (1 mention) a year earlier, incl. a new standalone factor on AI use in operations.
  • Data centers appear in 3 factors against 1, incl. a new factor that data economy demand may not grow at the pace the market expects.
  • Six merger process factors were removed after the Calpine deal closed on 7 Jan 2026, while three Calpine specific operating factors were added (DOE awards, Geysers geothermal, earthquake and wildfire exposure inside the disasters factor).
  • Geothermal is named in 4 factors against 1, and the standalone climate change factor was folded into a weather factor that more than doubled in length (197 to 428 words).
  • Market design risk widened: the price volatility factor grew 44% in words and the regulation factor adds Federal Power Act 202(c) emergency orders and large load supply mandates.
Figure 10.1 Risk factors by change against the prior filing
Table 10.2 Size of the risk factor section
Measure10-K FY202410-K FY2025
Risk factors (count)4443
Words in Item 1A10,26010,585
Table 10.3 Risk factors added, removed and materially reworded
ChangeRisk factorWhat changed
AddedPPA expiration or termination could cut revenueNew factor: a material portion of output is sold under PPAs; on expiry prices may be lower, counterparties may terminate, and CEG could face liquidated damages if it fails to perform.
AddedDOE cost share awards acquired with CalpineNew factor: Calpine holds DOE funded awards for CCUS design studies at five facilities and geothermal drilling at the Geysers, bringing federal grant compliance and audit obligations.
AddedOperation and maintenance of generation facilitiesNew standalone factor on plant degradation, forced shutdowns and reliance on third party transmission and pipelines; part of this text sat inside the FY2024 nuclear factor.
AddedGeysers geothermal productivity and steam field leasesNew factor: steam reserves could decline and Geysers leases (most 5 to 20 years initially, federal leases 10 years renewable to 50) may not be renewed on similar terms.
AddedRisks from use of AI in company processesNew factor on inaccurate AI outputs, data leakage, security failures and evolving AI regulation.
AddedDemand from data economy may not meet expectationsNew factor: CEG cites long term contracts with technology companies and states that data center and AI demand may not grow at the pace the market expects, which could affect results and the share price.
RemovedConditions to complete the Calpine mergerRemoved after the merger closed on 7 Jan 2026.
RemovedObligation to close regardless of fundingRemoved after closing.
RemovedUnknown liabilities of the combined companyRemoved after closing.
RemovedGoodwill from the merger could be impairedRemoved as a merger factor; goodwill from Calpine is now addressed in the general impairment factor.
RemovedMerger could close on different termsRemoved after closing.
RemovedMerger related lawsuitsRemoved after closing.
RemovedRisks associated with climate changeStandalone climate change factor removed; physical and transition climate risk text moved into the expanded weather factor.
RewordedPrice volatility in power markets and fuel supplyGrew from 496 to 716 words: adds risk of state repeal of retail competition, price caps, orders keeping plants running, large load supply mandates and utility owned generation, and cites PJM rule changes and the federal and PJM governors framework for new load.
RewordedImpairment of long lived assets and goodwillAdds that CEG expects a goodwill balance from the Calpine business combination (goodwill was $11.50bn at 30 Sep 2026 per the Q3 2026 10-Q).
RewordedHighly regulated businessAdds capacity market mitigation, price restrictions and new generation mandates as threats to market based rates, plus Federal Power Act Section 202(c) emergency orders that can force uneconomic operation.
RewordedRPS and energy conservation legislationGrew from 115 to 161 words: adds possible costs to further limit GHG emissions and that the advantage of a low emissions profile shrinks if such rules do not take effect.
RewordedWeather, now incl. climate changeHeading widened to include climate change; text grew from 197 to 428 words, adding water and drought risk at West and Texas assets incl. the Geysers, and physical and transition climate risks.
RewordedNuclear ownership and operationCut from 1,092 to 912 words: generic plant operation text moved to the new generation facilities factor; fuel quality, SNF disposal and decommissioning offset language kept.
RewordedPhysical security, cybersecurity, third partiesGrew from 851 to 973 words: adds generative AI governance risks, cloud hosting, gas asset attacks and expanded threat exposure from the Calpine acquisition.
RewordedNatural disasters, war, terrorism, pandemicAdds earthquake and wildfire exposure at Calpine geothermal, gas and battery sites in the West, utility public safety power shutoffs and insurance cost changes.
RewordedCapital intensive assets and equipment failureAdds battery storage facilities and failures of transmission lines and pipelines to the equipment risk description.
RewordedAttracting and retaining a qualified workforceCut from 153 to 95 words: removes the passage on hiring skilled staff for the Crane restart.
RewordedOwnership dilution after the mergerHeading now adds that former Calpine holders have no obligation to keep their stake; ownership split stated as about 86% and 14% after closing against 85% and 15% projected at announcement, with lockup expiry noted.
RewordedEmerging technologiesMinor update with heading changed from 'potentially affected by' to 'may be affected by'; counted as reworded because the heading changed.
Table 10.4 Risk factor updates in quarterly reports since the annual filing
FilingChange disclosed
10-Q Q1 2026 filed 11 May 2026No material change: risk factors at 31 Mar 2026 were consistent with the 2025 10-K, which already covered Calpine acquisition and operations risks.
10-Q Q2 2026 filed 6 Aug 2026No material change: risk factors at 30 Jun 2026 were consistent with the 2025 10-K.
10-Q Q3 2026 filed 9 Nov 2026No material change: risk factors at 30 Sep 2026 were consistent with the 2025 10-K.

11 Stock Price, Scenarios & Sensitivity

  • CEG last traded at $274.32 on 10 Nov 2026, 27.8% below the 52 week high of $379.69 and 20.0% above the low of $228.63. Monthly closes start in 2022, after the separation from Exelon.
  • Valuation on adjusted operating EPS: 21.7x TTM adjusted operating EPS of $12.65 (non GAAP) and 21.7x the FY2026 guidance midpoint of $12.65; 22.1x TTM GAAP diluted EPS of $12.44. Market value $96.5bn on 351.6m shares (31 Oct 2026); enterprise value $119.2bn with net debt of $22.8bn; dividend yield 0.62%.
  • Scenario model: revenue grows from TTM Q3 2026 $34.3bn for three years; operating margin as stated; interest of $0.87bn a year deducted; 25% tax; shares fall with buybacks. Year three EPS from this model is read as adjusted operating EPS, and the exit P/E is applied on that basis. The model does not separate RNF, hedge marks or the PJM asset sale. Growth, margin, exit P/E and share count are assumptions of this report; the three scenario prices follow from them and are not company guidance.
Figure 11.1 CEG monthly closing price and three year scenarios

Critical factors and core assumptions

Table 11.1 Critical factors behind the best case
FactorCurrent valueBest case requiresEvidence in filings and calls
Long term contracts for nuclear outputabout 8,500 MW signed in 2026 to 9 Nov; 91m MWh contracted in 2032, about 45% of the clean baseload fleet; 147m MWh of available nuclear generation in 2029 (Aug 2026)further 1 GW nuclear PPAs at $20 to $50/MWh above the tax credit floor, which the company puts at $0.40 to $1.00 of EPS each8-K Ex 99.2 of 9 Nov 2026; Ex 99.2 of 6 Aug 2026
Power prices in PJM and ERCOTPJM West reference price $72.61/MWh for 2026 and $76.01 for 2027; NiHub $42.88 and $43.59 (at 30 Sep 2026)prices above the tax credit phase out; the company puts a $1 to $3/MWh rise in power prices and spark spreads at $0.45 to $1.35 of 2029 EPS8-K Ex 99.2 of 9 Nov 2026; Ex 99.2 of 6 Aug 2026
PJM capacity market$329 to $333/MW per day for 2026/27 to 2028/29; collar extended through 2029/30capacity prices near the cap after the collar ends; backstop procurement values new capacityForms 8-K of Jul 2025, Dec 2025 and Jul 2026; Form 10-Q Q3 2026
Uprates and Crane restart1,165 MW of uprates for about $4.3bn from 2027 to 2032; Crane 835 MW restart targeted for 2027on time and on budget, with the DOE loans drawn at Treasuries plus 0.375%8-K Ex 99.2 of 9 Nov 2026; Ex 99.1 of 6 Aug 2026
Calpine gas fleetCalpine fleet about 23 GW after divestitures; equivalent forced outage factor 5.9%; CyrusOne agreements of 1,160 MWhigher combined cycle utilization and more powered land deals; the company cites $0.20 to $0.50 of EPS per 1,000 MW8-K Ex 99.1 and 99.2 of 9 Nov 2026; Form 10-Q Q3 2026
Capital allocation$3.0bn of buybacks in 9M 2026; $2.0bn authority left; target debt to EBITDA 2.00x to 2.25xauthorization used at prices below scenario values; $5.0bn PJM asset sale closesForm 10-Q Q3 2026, Notes 2 and 16
  • Base year TTM Q3 2026: revenue $34.3bn, operating income $6.0bn (17.5% margin), adjusted operating EPS $12.65; Calpine included for three of four quarters.
  • Best case: 8% revenue CAGR, 24% operating margin, 25x P/E, share count (8%); Crane and uprates on schedule, more premium nuclear contracts and power prices above the tax credit phase out.
  • Base case: 4% revenue CAGR, 20% margin, 21x P/E, share count (5%); signed PPAs (Microsoft, Meta, Amazon, Google) phase in from 2027 to 2032, capacity prices near the collar and the PJM asset sale closes.
  • Worst case: (3%) revenue CAGR, 13% margin, 15x P/E, share count (2%); power prices fall toward the tax credit floor, PJM reforms cap capacity value, delays at Crane or the uprates and narrower gas spark spreads.
  • Fixed inputs: 25% tax rate against 26.8% TTM; interest of $0.87bn a year; nuclear capacity factor about 94%; nuclear tax credit in place through 2032.

Scenarios, three years forward

Table 11.2 Scenario analysis, TTM Q3 2026 to TTM Q3 2029
MeasureWorst caseBase caseBest case
Revenue CAGR, 3 years (%)(3.0)4.08.0
Revenue, TTM Q3 2029 ($bn)31.338.543.1
Operating margin, TTM Q3 2029 (%)13.020.024.0
Net income, TTM Q3 2029 ($bn)2.45.17.1
EPS, TTM Q3 2029 ($)6.9615.3622.00
Exit P/E (x)15.021.025.0
Implied price ($)104322550
Change against $274.32 (%)(62)18101
Implied annual return (%)(27.5)5.526.1
Implied annual return excludes dividends ($0.4265 per share a quarter). Year three EPS is the model output, read on the adjusted operating EPS basis.
Figure 11.2 Three year price scenarios

Sensitivity analysis

Table 11.3 Sensitivity of implied price to revenue CAGR and operating margin at 21x P/E
Revenue CAGR \ Operating margin13%16%20%22%24%
(3%)$151$195$254$283$313
0%$169$218$282$314$347
4%$195$250$322$359$395
6%$209$267$344$382$421
8%$224$285$366$407$447
Cells show implied share price in year 3. Last trade of 10 Nov 2026 $274.32. Blue cells sit above it, red cells below.
Table 11.4 Sensitivity of implied price to exit P/E and operating margin at 4% revenue CAGR
Exit P/E \ Operating margin13%16%20%22%24%
15x$140$178$230$256$282
18x$167$214$276$308$339
21x$195$250$322$359$395
23x$214$274$353$393$433
25x$233$297$384$427$470
Cells show implied share price in year 3. Last trade of 10 Nov 2026 $274.32. Blue cells sit above it, red cells below.

Disclaimer

This analysis is for information only and is not financial advice. It is derived from public SEC filings retrieved via sec-api.io and is not a publication of the U.S. Securities and Exchange Commission. Scenario values are model outputs under stated assumptions and are not forecasts. Data as of 10 November 2026.

Sources

All company figures are read from SEC filings retrieved through the sec-api.io MCP server, under central index keys 1868275 (Constellation Energy Corporation) and 1168165 (Constellation Energy Generation, LLC). Peer figures come from the Forms 10-K, 10-Q and 8-K of Vistra, NRG Energy, Talen Energy, Public Service Enterprise Group and NextEra Energy. Share prices are monthly closes and the last trade of 10 Nov 2026.

Table A.1 Filings used, with accession numbers
FormPeriodFiledAccession number
10-QQ3 20269 Nov 20260001868275-26-000119
8-K Ex 99.1/99.2Q3 20269 Nov 20260001868275-26-000116
10-QQ2 20266 Aug 20260001868275-26-000104
8-K Ex 99.1Q2 20266 Aug 20260001868275-26-000097
10-QQ1 202611 May 20260001868275-26-000067
8-K Ex 99.1Q1 202611 May 20260001868275-26-000063
8-K Ex 99.12026 Business and Earnings Outlook31 Mar 20260001868275-26-000045
10-KFY202524 Feb 20260001868275-26-000032
8-K Ex 99.1Q4 202524 Feb 20260001868275-26-000029
10-QQ3 20257 Nov 20250001868275-25-000092
10-QQ2 20257 Aug 20250001868275-25-000073
10-QQ1 20256 May 20250001868275-25-000044
10-KFY202327 Feb 20240001868275-24-000014
10-KFY202216 Feb 20230001868275-23-000014
8-K 5.07AGM 20261 May 20260001868275-26-000050
Table A.2 Further Constellation filings, Schedules 13G and peer filings used
CompanyFormFiledAccession number
Constellation Energy8-K Ex 99.1 (Q4 2024)18 Feb 20250001868275-25-000020
Constellation Energy10-K FY202418 Feb 20250001868275-25-000023
Constellation Energy8-K Ex 99.1 (Q1 2025)6 May 20250001868275-25-000040
Constellation Energy8-K Ex 99.1 (Q2 2025)7 Aug 20250001868275-25-000070
Constellation Energy8-K Ex 99.1 (Q3 2025)7 Nov 20250001868275-25-000089
Constellation Energy8-K12 Nov 20250001868275-25-000094
Constellation Energy8-K18 Nov 20250001868275-25-000099
Constellation Energy8-K21 Nov 20250001868275-25-000107
Constellation Energy8-K9 Dec 20250001104659-25-119690
Constellation Energy8-K9 Dec 20250001104659-25-119687
Constellation Energy8-K17 Dec 20250001868275-25-000112
Constellation Energy8-K23 Dec 20250001868275-25-000119
Constellation Energy8-K7 Jan 20260001104659-26-001780
Constellation Energy8-K13 Jan 20260001868275-26-000005
Constellation Energy8-K15 Jan 20260001868275-26-000009
Constellation Energy8-K10 Feb 20260001868275-26-000016
Constellation Energy8-K20 Mar 20260001868275-26-000037
Constellation Energy8-K26 Mar 20260001868275-26-000041
Constellation Energy8-K17 Apr 20260001104659-26-045036
Constellation Energy8-K2 Jun 20260001104659-26-069482
Constellation Energy8-K14 Jul 20260001868275-26-000080
Constellation Energy8-K5 Aug 20260001868275-26-000089
Vanguard Capital ManagementSchedule 13G0002100119-26-000298
ECP ControlCoSchedule 13G/A0001493152-26-036598
Capital International InvestorsSchedule 13G/A0001562230-26-000065
NRG Energy10-K FY20250001013871-26-000004
NRG Energy10-Q Q3 20269 Nov 20260001013871-26-000025
NextEra Energy10-K FY20250000753308-26-000015
NextEra Energy Resources10-Q Q3 202621 Oct 20260000753308-26-000081
Public Service Enterprise Group8-K Ex 99.1 Q3 2026 presentation2 Nov 20260001193125-26-442778
Talen Energy10-Q Q3 20260001622536-26-000086
Talen Energy10-K FY20250001622536-26-000017
Talen Energy8-K Ex 99.1 Q3 20263 Nov 20260001622536-26-000084
Vistra10-K FY20250001692819-26-000006
Vistra10-Q Q3 20266 Nov 20260001692819-26-000025
Vistra8-K Ex 99.1 Q3 20266 Nov 20260001692819-26-000023
Table B.1 Exhibits to Forms 8-K filed in the last twelve months
FiledExhibitDocumentContent
7 Nov 2025Ex 99.1Q3 2025 results releaseGAAP net income $930m ($2.97 per share) against $1.20bn ($3.82) in Q3 2024; adjusted operating earnings $952m ($3.04) against $860m ($2.74); Operating revenues $6.57bn against $6.55bn; full year 2025 adjusted operating earnings guidance narrowed to $9.05 to $9.45 per share
7 Nov 2025Ex 99.2Q3 2025 earnings call presentation2025 adjusted operating earnings guidance narrowed to $9.05 to $9.45 per share from $8.90 to $9.60; Five year credit facility to rise to $7.0bn from $4.5bn at Calpine closing, maturing Sep 2030; ratings Baa1 and BBB+
12 Nov 20258-K body (Item 5.02, no exhibit)Director retirementDirector Peter Oppenheimer notified the Board on 9 Nov 2025 of his retirement, effective 31 Dec 2025
18 Nov 2025Ex 10.1 to Ex 10.3DOE Loan Guarantee Agreement, FFB Note Purchase Agreement and Promissory Note for Crane restartConstellation Energy Generation signed a Loan Guarantee Agreement with the DOE and a Note Purchase Agreement with the Federal Financing Bank on 17 Nov 2025; FFB provided a $1.0bn commitment, guaranteed by the DOE, to support restart of the 835 MW Crane Clean Energy Center in Londonderry Township, Pennsylvania
18 Nov 2025Ex 99.1Press release: DOE backs Crane restartCrane backed by a $1bn DOE loan, the first time the Loan Programs Office closed a conditional commitment and financial close at the same time; Restart expected to add 835 MW of baseload power; an industry study cites about 3,400 jobs, over $16bn of Pennsylvania GDP and over $3bn of tax revenue
21 Nov 2025Ex 99.1Senior leadership changes ahead of Calpine closingKathleen Barron, Chief Strategy and Growth Officer, to retire; stays as advisor to the CEO through H1 2026; CFO Dan Eggers promoted to Senior EVP, Finance and Data Economy; Shane Smith promoted to EVP and CFO
9 Dec 2025Ex 99.1Launch of exchange offers and consent solicitations for Calpine notesConstellation Energy Generation offered to exchange Calpine 4.625% notes due 2029, 5.000% notes due 2031 and 3.750% secured notes due 2031 for new Constellation notes with the same coupons and maturities; Consent solicitation sought to remove substantially all restrictive covenants and events of default other than payment and bankruptcy events from the Calpine indentures
9 Dec 2025Ex 23.1Auditor consent for Calpine financial statementsConsent of Calpine's independent auditor to incorporation of the Calpine financial statements
9 Dec 2025Ex 99.1Calpine audited financial statements FY2024Calpine operating revenues $12.43bn in 2024 against $13.69bn in 2023 (down 9%), with mark to market gains of $118m against $2.13bn; Calpine total assets $17.80bn at 31 Dec 2024; total debt $12.16bn
9 Dec 2025Ex 99.2Calpine unaudited financial statements 9M 2025Calpine Q3 2025 operating revenues $3.62bn against $3.92bn; net income $507m against $909m; Calpine 9M 2025 operating revenues $9.87bn against $9.57bn; net income $948m against $1.45bn
9 Dec 2025Ex 99.3Unaudited pro forma combined financial statements (CEG plus Calpine)Pro forma 9M 2025 operating revenues $27.53bn ($19.46bn CEG, $8.88bn Calpine as conformed, minus $814m adjustments); Pro forma 9M 2025 net income attributable to common shareholders $2.75bn; diluted EPS $7.57 on 364m shares against CEG standalone $6.02
17 Dec 20258-K body (Item 8.01, no exhibit)PJM 2027/2028 capacity auction resultsAll CEG PJM plants cleared the 2027/2028 auction at $333/MW per day across ComEd, EMAAC, MAAC, BGE and RTO zones; Cleared 17,950 MW in total: 15,525 MW nuclear and 2,425 MW fossil and other
23 Dec 2025Ex 99.1Exchange offer early tender results and extensionExpiration extended from 8 Jan 2026 to 12 Jan 2026; Early tenders: $646.8m (99.51%) of 2029 unsecured notes, $846.3m (99.57%) of 2031 unsecured notes, $794.5m (88.27%) of 2031 secured notes
7 Jan 2026Ex 10.1Registration Rights Agreement with former Calpine holdersFormer Calpine holders received demand, piggyback and shelf registration rights for the 50m CEG shares issued; Lockup: half of the shares released on 30 Jun 2026, the other half on 30 Jun 2027
7 Jan 2026Ex 10.2 to Ex 10.9CCFC and Geysers Power term loan agreementsCCFC first lien term loan increased by $225m on 18 Nov 2025 and repriced to SOFR plus 1.75%; matures 31 Jul 2030 (total raised to $1.875bn in Sep 2024 before the add on); Geysers Power Company term loan facility $1.77bn with $1.42bn outstanding plus a $250m letter of credit facility; SOFR plus 1.625% to May 2028, then 1.75%; matures 31 May 2029
7 Jan 2026Ex 4.1 to Ex 4.7Calpine note indentures assumed at closingCalpine remained issuer of $1.40bn 5.125% notes due 2028, $650m 4.625% due 2029, $850m 5.000% due 2031, $1.25bn 4.500% secured due 2028 and $900m 3.750% secured due 2031; Indentures limit liens, mergers and, for secured notes, additional first lien debt and sale and leaseback deals
7 Jan 2026Ex 99.1Press release: Calpine acquisition completedAcquisition of Calpine from Energy Capital Partners completed 7 Jan 2026 for 50m CEG shares plus $4.50bn cash less company expenses; former Calpine holders own about 13.8% of CEG; Combined fleet of 55 GW serving 2.5 million retail and business customers; headquarters stays in Baltimore with a presence in Houston
13 Jan 2026Ex 99.1Expiration of Calpine note exchange offersPress release announced expiration of the exchange offers and consent solicitations for Calpine notes (per 8-K Item 8.01); final amounts reported in the 15 Jan 2026 8-K
15 Jan 2026Ex 4.1 to Ex 4.6Supplemental Calpine indentures and forms of new Constellation notes$2.29bn of Calpine notes tendered and accepted on 15 Jan 2026 settlement, then retired; New Constellation notes: 4.625% due 1 Feb 2029, 5.000% due 1 Feb 2031, 3.750% due 1 Mar 2031, under the 2007 Constellation indenture with US Bank Trust
10 Feb 20268-K/A body (Item 5.02, no exhibit)Board committee assignments for Alan ArmstrongAlan Armstrong, elected to the Board effective 1 Jan 2026, appointed to the Compensation Committee and the Nuclear Oversight Committee on 10 Feb 2026
24 Feb 2026Ex 99.1Q4 and FY2025 results releaseQ4 2025 GAAP net income $1.38 per share against $2.71; adjusted operating earnings $2.30 against $2.44; Q4 revenues $6.07bn against $5.38bn; FY2025 GAAP net income $7.40 per share against $11.89; adjusted operating earnings $9.39 against $8.67; FY2025 revenues $25.53bn against $23.57bn
20 Mar 2026Ex 23.1 and Ex 23.2Auditor consents (Deloitte and PwC) for Calpine statementsConsents of Calpine's independent auditors to incorporation of the Calpine financial statements
20 Mar 2026Ex 99.1Calpine audited financial statements FY2025Calpine operating revenues $14.30bn in 2025 against $12.43bn in 2024 and $13.69bn in 2023; Calpine net income $1.97bn in 2025 against $1.66bn and $1.59bn
20 Mar 2026Ex 99.2Unaudited pro forma combined financial statements FY2025Pro forma statements giving effect to the Calpine acquisition for the year ended 31 Dec 2025 (per 8-K Item 8.01); figures not extracted line by line
26 Mar 20268-K body (Item 5.02, no exhibit)Director resignationAlan Armstrong resigned from the Board effective 23 Mar 2026, less than three months after joining
31 Mar 2026Ex 99.12026 Business and Earnings Outlook presentationInitial 2026 adjusted operating earnings guidance $11.00 to $12.00 per share on 361m diluted shares; Base EPS growth target of 20% or more a year for 2026 to 2029, and rolling three year base EPS growth of 10% or more longer term
17 Apr 2026Ex 99.1, Ex 99.2, Ex 23.1, Ex 23.28-K/A refiling Calpine FY2025 audited statements and pro forma FY2025 statementsAmendment refiles Calpine audited statements for 2023 to 2025 and pro forma combined statements for FY2025 with Deloitte and PwC consents; Item 8.01 text does not state the reason for the amendment; exhibit sizes are close to the 20 Mar 2026 versions (326,811 against 326,739 characters for Ex 99.1); content not compared line by line
1 May 20268-K body (Item 5.07, no exhibit)2026 annual meeting voting resultsAnnual meeting held 28 Apr 2026; all eleven director nominees elected for one year terms; Lowest director support: Charles Harrington 230.2m for against 26.3m withheld; highest: Nneka Rimmer 254.0m for against 2.4m withheld
11 May 2026Ex 99.1Q1 2026 results releaseGAAP net income $1.59bn ($4.49 per share) against $118m ($0.38); adjusted operating earnings $972m ($2.74) against $673m ($2.14); Operating revenues $11.12bn against $6.79bn, incl. $2.40bn from the new Calpine segment and $1.31bn of unrealized hedge gains
11 May 2026Ex 99.2Q1 2026 earnings call presentationAbout $335m deployed for share repurchases YTD under an open market program begun Apr 2026; $4.7bn authorization remaining; CEG submitted 5,000 MW of new capacity to PJM (uprates, gas, batteries); about 93% of 147m MWh available nuclear output sits in PJM
2 Jun 2026Ex 1.1Underwriting agreement for secondary offering by former Calpine holdersSelling shareholders sold 11,000,000 CEG shares via Morgan Stanley and J.P. Morgan, with a 30 day option for 1,350,000 more; CEG received no proceeds; CEG bought back 2,000,000 of the offered shares from the underwriters for about $558.0m (about $279 per share) under its repurchase program
2 Jun 2026Ex 5.1Legal opinion of Ballard Spahr LLPOpinion dated 2 Jun 2026 on legal matters for the secondary offering under a shelf registration
14 Jul 20268-K body (Item 8.01, no exhibit)PJM 2028/2029 capacity auction resultsAll CEG PJM plants cleared at $325/MW per day for 2028/2029, effective 1 Jun 2028; Cleared 18,875 MW: 15,700 MW nuclear and 3,175 MW fossil and other, excluding assets held for sale
5 Aug 2026Ex 99.1Board chair transition and new directorChair Robert Lawless retired 4 Aug 2026; CEO Joe Dominguez elected Chair of the Board effective 4 Aug 2026; Charles Harrington named Lead Independent Director with an extra $50,000 annual cash retainer
6 Aug 2026Ex 99.1Q2 2026 results releaseGAAP net income $1.42 per share against $2.67; adjusted operating earnings $2.55 ($920m) against $1.91 ($599m); Operating revenues $7.50bn against $6.10bn; 2026 guidance raised to $11.50 to $12.50 per share
6 Aug 2026Ex 99.2Q2 2026 earnings call presentationAbout $2.2bn deployed for buybacks YTD; about $4.6bn used to repurchase about 25.5m shares since separation; about $2.8bn authorization remaining; 920 MW of contracts have an average duration of 18.5 years; about 30% of expected baseload clean MWh under long term agreement by 2032
9 Nov 2026Ex 99.1Q3 2026 results releaseGAAP net income $1.83bn ($5.19 per share) against $930m ($2.97); adjusted operating earnings $1.79bn ($5.06) against $952m ($3.04); Operating revenues $9.55bn against $6.57bn; 2026 guidance narrowed to $12.50 to $12.80 per share (midpoint raised to $12.65)
9 Nov 2026Ex 99.2Q3 2026 earnings call presentationAbout 8,500 MW of long term agreements signed YTD; about 4,560 MW with three customers in Q3 2026; Long term agreements to cover 60m MWh in 2029 rising to 91m MWh in 2032, about 45% of the clean baseload fleet; 91% of nuclear counterparties rated AA minus or better