Insights derived from analysing SEC filings. Independent analysis, not a publication of the SEC.
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.
| Segment | Revenue Q3 2025 | Revenue Q3 2026 | Change (%) | RNF Q3 2025 | RNF Q3 2026 | Change (%) |
|---|---|---|---|---|---|---|
| Mid‑Atlantic | 1.76 | 1.88 | 6.5 | 0.89 | 1.03 | 15.1 |
| Midwest | 1.39 | 1.56 | 12.4 | 0.94 | 0.93 | (1.2) |
| New York | 0.56 | 0.57 | 2.0 | 0.40 | 0.41 | 3.3 |
| ERCOT | 0.63 | 0.59 | (5.7) | 0.42 | 0.35 | (16.9) |
| Other Power Regions | 1.54 | 1.10 | (28.8) | 0.34 | 0.26 | (24.2) |
| Legacy five regions | 5.88 | 5.70 | (3.1) | 2.99 | 2.98 | (0.5) |
| Calpine (from 7 Jan 2026) | n/a | 3.38 | n/a | n/a | 1.93 | n/a |
| Other and unallocated items | 0.69 | 0.47 | (32.1) | 0.01 | 0.25 | n/m |
| Total | 6.57 | 9.55 | 45.4 | 3.00 | 5.15 | 71.5 |
| Segment | Revenue 9M 2025 | Revenue 9M 2026 | Change (%) | RNF 9M 2025 | RNF 9M 2026 | Change (%) |
|---|---|---|---|---|---|---|
| Mid‑Atlantic | 4.88 | 5.28 | 8.3 | 2.48 | 2.83 | 13.9 |
| Midwest | 4.32 | 4.86 | 12.6 | 2.83 | 2.77 | (2.3) |
| New York | 1.66 | 1.70 | 2.8 | 1.20 | 1.21 | 1.2 |
| ERCOT | 1.49 | 1.41 | (5.5) | 0.90 | 0.84 | (6.9) |
| Other Power Regions | 4.28 | 3.55 | (17.0) | 0.72 | 0.81 | 13.4 |
| Legacy five regions | 16.62 | 16.80 | 1.1 | 8.13 | 8.46 | 4.0 |
| Calpine | n/a | 7.93 | n/a | n/a | 4.08 | n/a |
| Total | 19.46 | 28.18 | 44.8 | 8.38 | 13.40 | 60.0 |
| Metric | Q3 2025 | Q2 2026 | Q3 2026 |
|---|---|---|---|
| Nuclear output, at ownership (GWh) | 46,477 | 44,160 | 46,677 |
| Nuclear capacity factor (%) | 96.8 | 93.0 | 97.2 |
| Refueling outage days, operated sites | 23 | 86 | 20 |
| Gas, oil and renewables output, legacy fleet (GWh) | 6,174 | 5,735 | 6,595 |
| Calpine fleet output (GWh) | n/a | 24,914 | 38,387 |
| Purchased power (GWh) | 17,984 | 15,006 | 17,015 |
| Total supply and sales (GWh) | 70,635 | 89,815 | 108,674 |
| Equivalent forced outage factor, gas, oil and hydro (%) | n/a | 6.2 | 5.9 |
| Renewable energy capture (%) | 96.8 | 96.0 | 96.4 |
| PJM West day ahead power price ($/MWh) | 46.77 | n/a | 69.97 |
| PJM capacity price, ComEd and EMAAC ($/MW per day) | 269.92 | n/a | 329.17 |
| Item | Terms |
|---|---|
| Closing date | 7 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 added | about 23 GW after divestitures, mostly natural gas, incl. the Geysers geothermal plants; retail load about 62 TWh a year |
| DOJ conditions | seven required divestitures: five PJM plants, Brazos Valley (ERCOT) and the minority interest in Gregory; agreements due within 240 days of closing |
| Divestitures completed | Gregory 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 pending | five PJM plants (about 4.4 GW) to LS Power for $5.0bn, expected to close by end 2026; assets held for sale $5.66bn at 30 Sep 2026 |
| Lockup on shares issued | half released 30 Jun 2026, half on 30 Jun 2027; former Calpine holders sold 11m shares in a Jun 2026 secondary offering |
| Customer | Asset | MW | Term | Signed | Start |
|---|---|---|---|---|---|
| Microsoft | Crane restart (835 MW unit) | 835 | 20 years | Sep 2024 | targeted 2027 |
| Meta | Clinton, full output incl. 30 MW uprate | 1,121 | 20 years | Jun 2025 | Jun 2027 |
| Amazon | Calvert Cliffs, plus retail supply | 690 | 20 years | Sep 2026 | not stated |
| uprates at 11 units (IL, PA, NJ) | 890 | 20 years | Oct 2026 | first uprate 2028 | |
| load following agreement, PJM | 2,700 | 15 years | Oct 2026 | not stated | |
| CyrusOne | Freestone and Thad Hill gas sites (Texas) | 1,160 | not stated | 2025 to 2026 | not stated |
| Walmart and others | Dresden and existing fleet | 920 | 15 to 20 years | Q2 2026 | 2029 to 2032 |
| Unnamed customer (Peak+) | existing nuclear, unit contingent | 270 | 20 years | Q3 2026 | 2028 |
| Delivery year | Clearing price ($/MW per day) | Constellation cleared (MW) | of which nuclear (MW) |
|---|---|---|---|
| 2025/26 | 270 | n/a | n/a |
| 2026/27 | 329 | 18,025 | 15,550 |
| 2027/28 | 333 | 17,950 | 15,525 |
| 2028/29 | 325 | 18,875 | 15,700 |
| Company and measure | Period | Detail | Value | Change year on year (%) |
|---|---|---|---|---|
| Constellation, nuclear output (GWh) | Q3 2026 | capacity factor 97.2% against 96.8% | 46,677 | 0.4 |
| Vistra, nuclear output, Texas and East (GWh) | Q3 2026 | Texas capacity factor 98.1%, East 93.6%; 1,200 MW Comanche Peak PPA with AWS from Q4 2027 | 13,566 | 0.0 |
| PSEG Power & Other, nuclear output (GWh) | Q3 2026 | capacity factor 95.5% against 92.4%; segment operating earnings $68m against $50m | 8,172 | 3.4 |
| Talen, total output incl. gas (GWh) | Q3 2026 | capacity factor 75.4%; 2.2 GW nuclear at Susquehanna; growth mainly from acquired gas plants | 23,900 | 115.3 |
| NextEra Energy Resources, net income ($m) | Q3 2026 | new investments, existing assets and hedge gains | 1,491 | 16.9 |
| Asset | Date | MW | Price | Status |
|---|---|---|---|---|
| Gregory (minority interest) | Jan 2026 | n/a | $136m | sold |
| Brazos Valley, ERCOT | Oct 2026 | 606 | $860m | sold to LS Power; gain of about $250m expected in Q4 2026 |
| Five PJM plants | agreed Mar 2026 | about 4,400 | $5.0bn | to LS Power; closing expected by end 2026 |
| Rhode Island State Energy Center (purchase) | agreed Sep 2026 | 609 | $715m | from Shell Energy North America, ISO New England |
| Company and measure | Period | Detail | Value | Change year on year (%) |
|---|---|---|---|---|
| Constellation, Calpine segment RNF ($m) | Q3 2026 | Calpine output 38,387 GWh; forced outage factor 5.9%; no prior year | 1,927 | n/a |
| Vistra, natural gas output (GWh) | Q3 2026 | Texas combined cycle capacity factor 81.7% against 73.7%; Cogentrix (about 5,500 MW) closed 30 Oct 2026 | 36,806 | 13.7 |
| Vistra, ongoing operations adjusted EBITDA, non GAAP ($m) | Q3 2026 | 2026 guidance $7.1bn to $7.5bn; 2027 $7.7bn to $8.5bn | 2,378 | 50.4 |
| NRG, economic gross margin, non GAAP ($m) | Q3 2026 | incl. about 13 GW LS Power portfolio acquired 30 Jan 2026 | 2,982 | 30.7 |
| Talen, adjusted EBITDA, non GAAP ($m) | Q3 2026 | 2026 guidance $2.05bn to $2.20bn; 2027 $2.50bn to $2.85bn | 669 | 84.3 |
| Company and measure | Period | Detail | Value | Change year on year (%) |
|---|---|---|---|---|
| Constellation, other (unallocated) revenue incl. wholesale and retail gas ($m) | Q3 2026 | retail load revenue +$160m Mid‑Atlantic, +$130m Midwest, ($185m) Other Power Regions | 829 | (1.8) |
| Constellation, gas revenue from contracts with customers ($m) | Q3 2026 | 9M 2026 $1.59bn, +17.1% | 322 | 25.8 |
| NRG, retail revenue ($m) | Q3 2026 | retail power sales 47,190 GWh against 44,484; about 5.5m Home customers | 8,193 | 12.5 |
| Vistra, retail segment revenue ($m) | Q3 2026 | retail adjusted EBITDA $98m against $37m | 4,814 | 16.3 |
| Line item | FY2021 | FY2022 | FY2023 | FY2024 | FY2025 | TTM Q3 2026 |
|---|---|---|---|---|---|---|
| Revenue | 19.6 | 24.4 | 24.9 | 23.6 | 25.5 | 34.3 |
| Gross profit | 7.5 | 7.0 | 8.9 | 12.1 | 10.9 | 15.9 |
| Operating income | (0.3) | 0.5 | 1.6 | 4.4 | 3.1 | 6.0 |
| Net income | (0.2) | (0.2) | 1.6 | 3.7 | 2.3 | 4.4 |
| Diluted EPS ($) | n/a | (0.49) | 5.01 | 11.89 | 7.40 | 12.44 |
| Operating cash flow | (1.3) | (2.4) | (5.3) | (2.5) | 4.2 | 5.8 |
| 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) | 1.3 | 1.3 |
| Stock based compensation | 0.0 | 0.1 | 0.2 | 0.3 | 0.4 | n/a |
| Cash and investments | 0.5 | 0.4 | 0.4 | 3.0 | 3.6 | 0.6 |
| Total debt | 7.9 | 5.8 | 9.3 | 8.4 | 9.0 | 23.4 |
| Total equity | 11.2 | 11.0 | 10.9 | 13.2 | 14.5 | 32.7 |
| Metric | Q3 2025 | Q3 2026 | Change |
|---|---|---|---|
| Revenue ($bn) | 6.57 | 9.55 | 45.4% |
| Gross profit ($bn) | 3.00 | 5.15 | 71.5% |
| Operating income ($bn) | 1.09 | 2.49 | 129.5% |
| Net income ($bn) | 0.93 | 1.84 | 97.3% |
| Diluted EPS ($) | 2.97 | 5.19 | 74.7% |
| Operating cash flow ($bn) | 1.85 | 3.43 | 85.4% |
| Free cash flow ($bn) | 1.46 | 2.49 | 70.5% |
| Operating margin (%) | 16.5 | 26.1 | 9.6 pts |
| Net margin (%) | 14.2 | 19.2 | 5.1 pts |
| Ratio | FY2021 | FY2022 | FY2023 | FY2024 | FY2025 | TTM Q3 2026 |
|---|---|---|---|---|---|---|
| Growth and margins | ||||||
| Revenue growth (%) | n/a | 24.4 | 2.0 | (5.4) | 8.3 | n/a |
| Gross margin (%) | 38.1 | 28.6 | 35.8 | 51.5 | 42.5 | 46.4 |
| Operating margin (%) | (1.8) | 2.0 | 6.5 | 18.5 | 12.1 | 17.5 |
| Net margin (%) | (1.0) | (0.7) | 6.5 | 15.9 | 9.1 | 12.8 |
| FCF margin (%) | (13.6) | (16.5) | (31.0) | (21.3) | 5.0 | 3.9 |
| Cost and investment intensity | ||||||
| SBC (%) revenue | 0.2 | 0.5 | 0.7 | 1.4 | 1.5 | n/a |
| Capex (%) revenue | 6.8 | 6.9 | 9.7 | 10.9 | 11.5 | 13.0 |
| Effective tax rate (%) | 148.0 | n/a | 35.1 | 17.1 | 33.8 | 26.8 |
| Returns | ||||||
| ROE (%) | (1.8) | (1.4) | 14.8 | 31.1 | 16.8 | 13.4 |
| ROA (%) | (0.4) | (0.3) | 3.3 | 7.2 | 4.2 | 4.4 |
| ROIC (%) | (1.5) | 2.5 | 5.3 | 19.4 | 10.3 | 7.9 |
| Asset turnover (x) | 0.41 | 0.52 | 0.49 | 0.45 | 0.45 | 0.35 |
| Liquidity and leverage | ||||||
| Current ratio (x) | 1.00 | 1.19 | 1.31 | 1.57 | 1.53 | 1.49 |
| Debt to equity (x) | 0.70 | 0.52 | 0.85 | 0.64 | 0.62 | 0.71 |
| Net cash ($bn) | (7.4) | (5.3) | (8.9) | (5.4) | (5.4) | (22.8) |
| Efficiency and cash quality | ||||||
| Days sales outstanding | 31 | 39 | 28 | 58 | 61 | 48 |
| Inventory days | 39 | 31 | 34 | 51 | 43 | 67 |
| FCF to net income (x) | n/a | n/a | (4.76) | (1.34) | 0.56 | 0.31 |
| Shareholder returns (%) FCF | n/a | n/a | n/a | n/a | 69 | 268 |
| Measure | Value |
|---|---|
| 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, $0.4265 a quarter (%) | 0.6 |
| Price/Book (x) | 2.9 |
| Line | FY2021 | FY2022 | FY2023 | FY2024 | FY2025 |
|---|---|---|---|---|---|
| Purchased power and fuel (% of revenue) | 61.9 | 71.4 | 64.2 | 48.5 | 57.5 |
| Operating and maintenance (% of revenue) | 20.0 | 19.6 | 22.8 | 26.1 | 24.1 |
| Depreciation and amortization (% of revenue) | 15.3 | 4.5 | 4.4 | 4.8 | 3.9 |
| Capital expenditure (% of revenue) | 6.8 | 6.9 | 9.7 | 10.9 | 11.5 |
| Operating income (% of revenue) | (1.8) | 2.0 | 6.5 | 18.5 | 12.1 |
| Item | Q3 2026 | 9M 2026 |
|---|---|---|
| GAAP net income | 1,835 | 3,938 |
| Unrealized gain or loss on fair value | (127) | (508) |
| Decommissioning related | 56 | (339) |
| Amortization of acquired commodity contracts | 39 | 342 |
| Calpine merger and integration costs | 73 | 276 |
| Plant retirements and divestitures | (9) | (9) |
| Pension and other postretirement benefits non service | 25 | 65 |
| Legal and environmental liabilities | 9 | 44 |
| Income tax related | (108) | (121) |
| Noncontrolling interests | (1) | (4) |
| Adjusted operating earnings | 1,792 | 3,684 |
| Adjusted operating EPS ($) | 5.06 | 10.35 |
| Diluted EPS, US GAAP ($) | 5.19 | 11.06 |
| Line | Q3 2025 | Q4 2025 | Q1 2026 | Q2 2026 | Q3 2026 |
|---|---|---|---|---|---|
| Operating cash flow | 1.85 | 0.81 | 0.43 | 1.13 | 3.43 |
| Capital expenditure | (0.39) | (0.99) | (1.28) | (1.25) | (0.94) |
| Free cash flow | 1.46 | (0.18) | (0.85) | (0.12) | 2.49 |
| Dividends paid | (0.12) | (0.12) | (0.16) | (0.15) | (0.15) |
| Share repurchases | 0.00 | 0.00 | 0.00 | (1.97) | (1.03) |
| Item | Outlook | Source |
|---|---|---|
| FY2026 adjusted operating EPS | initial $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 $10.35 | 8-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 basis | 8-K Ex 99.1 of 31 Mar 2026; repeated 9 Nov 2026 |
| Dividend | 10% annual growth target; $0.4265 a quarter in 2026, +10% | 8-K Ex 99.1 of 24 Feb and 31 Mar 2026 |
| Share repurchases | authorization raised to $5.0bn (31 Mar 2026); about $3.0bn used in 9M 2026; about $2.0bn remaining at 30 Sep 2026 | 8-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 uprates | 8-K Ex 99.1 of 31 Mar 2026; Ex 99.2 of 9 Nov 2026 |
| Cash sources and uses 2026 to 2027 | sources $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 $5.0bn | 8-K Ex 99.1 of 31 Mar 2026 |
| Adjusted operating and maintenance cost | $7.08bn in 2026 and in 2027 | 8-K Ex 99.2 of 9 Nov 2026 |
| Depreciation and amortization | $1.82bn in 2026; $2.00bn in 2027 | 8-K Ex 99.2 of 9 Nov 2026 |
| Leverage | debt to EBITDA of 2.00x to 2.25x; BBB+ and Baa1 ratings | 8-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 $9.39 | 8-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 $8.67 | 8-K Ex 99.1 of Feb 2025 |
| Speaker | Date and source | Statement |
|---|---|---|
| Joe Dominguez, President and CEO | 18 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 CEO | 11 May 2026, 8-K Ex 99.1 Q1 2026 release | “Right now, our focus is on execution” |
| Shane Smith, EVP and CFO | 9 Nov 2026, 8-K Ex 99.1 Q3 2026 release | “positions us to deliver sustained earnings growth” |
| Item | Disclosure |
|---|---|
| 1 Business | Owned 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 Business | Nuclear 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 Business | Calpine 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 Business | Microsoft 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 Business | About 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&A | FY2025 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 assistance | Nuclear 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 Debt | Long 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 Mergers | DOJ 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 Mergers | STP: 44% stake acquired Nov 2023 for $1.66bn; settlement requires selling 2% to CPS at same price. |
| 8 Note 5 Segments | Five regional segments in FY2025 (Calpine added as sixth in 2026); CODM measure is RNF (revenue net of purchased power and fuel). |
| 8 Equity | Buybacks $992m (2023), $999m (2024), $400m (2025 via ASR, avg $311.84); SBC expense $385m in 2025. |
| Part I Item 2 MD&A | Calpine 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&A | 9M 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 Divestitures | Gregory 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 forma | Pro forma revenue 9M 2026 $28.41bn against $27.25bn; pro forma net income $3.94bn against $2.67bn. |
| Note 13 Debt | Long 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. |
| Liquidity | Credit 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 Equity | Board 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 Regulatory | FERC granted (June 2026) transfer of Eddystone capacity interconnection rights to Crane to cut contingent transmission upgrades that ran to Dec 2030. |
| MD&A PJM | FERC 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 events | Oct 2026: Brazos Valley sale closed; CDHI revolver repaid and terminated; Google PPA announced; DOE conditional loan commitment up to $5.0bn for uprates. |
| Note 15 Legal | Texas Supreme Court denied writs in Winter Storm Uri bellwether appeals (Mar 2026; rehearing denied Jul 2026); remaining tort claims returned to the trial court for dismissal. |
| Company | Revenue TTM ($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) |
|---|---|---|---|---|---|---|---|---|---|---|---|
| CEG | 34.3 | 44.8 | 46.4 | 17.5 | 12.8 | 3.9 | 13.4 | (22.8) | 96 | 3.5 | 22.1 |
| VST | 20.6 | 21.7 | 55.6 | 20.6 | 13.1 | 12.7 | 42.9 | (18.4) | 45 | 3.1 | 18.0 |
| NRG | 35.0 | 18.5 | n/a | 7.7 | 3.4 | 2.0 | 22.6 | (22.8) | 20 | 1.2 | 17.0 |
| TLN | 4.0 | 74.8 | 55.0 | 2.0 | (6.4) | 10.0 | (16.1) | (9.2) | 16 | 6.3 | n/a |
| NEE | 28.8 | 6.8 | n/a | n/a | n/a | n/a | n/a | (104.1) | 182 | 9.9 | n/a |
| Date | Items | Event |
|---|---|---|
| 12 Nov 2025 | 5.02 | Director Peter Oppenheimer to retire 31 Dec 2025 |
| 18 Nov 2025 | 1.01, 2.03, 7.01 | DOE guarantee for up to $1.0bn FFB loan for Crane restart; matures 17 Nov 2055; T+37.5bp |
| 21 Nov 2025 | 5.02 | Leadership 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 2025 | 8.01 | Two Forms 8-K: Calpine financial statements and pro forma filed; Calpine note exchange offers launched (0001104659-25-119687) |
| 17 Dec 2025 | 8.01 | PJM 2027/28 auction: 17,950 MW cleared at $333/MW per day (15,525 MW nuclear) |
| 23 Dec 2025 | 8.01 | Exchange offer expiry extended to 12 Jan 2026; early tenders $646.8m, $846.3m, $794.5m of Calpine notes |
| 7 Jan 2026 | 1.01, 2.01, 2.03, 3.02, 5.02, 7.01 | Calpine acquisition completed: 50m CEG shares plus cash ($4.34bn per the Q3 2026 Form 10-Q); Shane Smith became CFO |
| 13 Jan 2026 | 8.01 | Exchange offers expired; $2.29bn Calpine notes exchanged into CEG notes |
| 15 Jan 2026 | 1.01, 2.03 | $2.75bn senior unsecured notes issued (incl. $800m 40 year notes) to repay Calpine debt |
| 10 Feb 2026 | 5.02 (amended) | Director Alan Armstrong appointed to Compensation and Nuclear Oversight committees |
| 24 Feb 2026 | 2.02, 7.01 | Q4 and FY2025: FY GAAP EPS $7.40, adjusted $9.39; Q4 GAAP $1.38, adjusted $2.30; quarterly dividend $0.4265 (+10%) |
| 20 Mar 2026 | 8.01 | Calpine FY2025 audited financials and pro forma combined financials |
| 26 Mar 2026 | 5.02 | Director Alan Armstrong resigned 23 Mar 2026 |
| 31 Mar 2026 | 7.01 | 2026 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 2026 | 8.01 (amended) | Amended filing of Calpine financial statements with auditor consents |
| 1 May 2026 | 5.07 | Annual meeting 28 Apr 2026: 11 directors elected, say on pay approved, DEI report proposal rejected |
| 11 May 2026 | 2.02, 7.01 | Q1 2026: GAAP EPS $4.49, adjusted $2.74; guidance $11.00 to $12.00 affirmed |
| 2 Jun 2026 | 8.01 | Secondary sale of 11m shares by Calpine sellers; CEG repurchased 2m shares for about $558.0m; about $3.5bn authority left |
| 14 Jul 2026 | 8.01 | PJM 2028/29 auction: 18,875 MW cleared at $325/MW per day (15,700 MW nuclear) |
| 5 Aug 2026 | 5.02 | R. Lawless retired as Chair; J. Dominguez elected Chair; C. Harrington Lead Independent Director; R. Crandall elected director |
| 6 Aug 2026 | 2.02, 7.01 | Q2 2026: GAAP EPS $1.42, adjusted $2.55; guidance raised to $11.50 to $12.50 |
| 9 Nov 2026 | 2.02, 7.01 | Q3 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 |
| Contract | Terms |
|---|---|
| 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, Clinton | 20 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 Texas | 380 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 purchases | five 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 facilities | five 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. |
| Proposal | For (m votes) | Against (m votes) | Abstain (m votes) | For as % of votes cast | Result |
|---|---|---|---|---|---|
| Election of directors, lowest support: Charles Harrington | 230.2 | 26.3 | n/a | 89.8 | Elected |
| Election of directors, highest support: Nneka Rimmer | 254.0 | 2.4 | n/a | 99.0 | Elected |
| Advisory vote on executive compensation | 241.6 | 13.6 | 1.3 | 94.7 | Approved |
| Ratify PricewaterhouseCoopers as auditor for 2026 | 285.3 | 1.4 | 0.4 | 99.5 | Approved |
| Shareholder proposal: report on DEI initiatives | 3.0 | 251.5 | 2.0 | 1.2 | Not approved |
| Holder | Shares (m) | % of class | Event date | Filing |
|---|---|---|---|---|
| Vanguard Capital Management | 23.17 | 6.39 | 31 Mar 2026 | Schedule 13G 0002100119-26-000298 |
| ECP ControlCo (Energy Capital Partners, former Calpine owners) | 14.44 | 4.00 | 30 Jun 2026 | Schedule 13G/A 0001493152-26-036598 |
| Capital International Investors | 11.94 | 3.30 | 31 Mar 2026 | Schedule 13G/A 0001562230-26-000065 |
| Risk | Disclosure and change |
|---|---|
| Power and capacity prices | PJM 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 credit | The 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 demand | New 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 goodwill | Goodwill $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 collateral | Total 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 fuel | Refueling 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 location | FERC 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 cybersecurity | New standalone factor on AI use (inaccurate outputs, data leakage, regulation); the cybersecurity factor adds generative AI governance and Calpine gas assets. |
| Litigation | Texas 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. |
| Measure | 10-K FY2024 | 10-K FY2025 |
|---|---|---|
| Risk factors (count) | 44 | 43 |
| Words in Item 1A | 10,260 | 10,585 |
| Change | Risk factor | What changed |
|---|---|---|
| Added | PPA expiration or termination could cut revenue | New 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. |
| Added | DOE cost share awards acquired with Calpine | New 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. |
| Added | Operation and maintenance of generation facilities | New 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. |
| Added | Geysers geothermal productivity and steam field leases | New 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. |
| Added | Risks from use of AI in company processes | New factor on inaccurate AI outputs, data leakage, security failures and evolving AI regulation. |
| Added | Demand from data economy may not meet expectations | New 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. |
| Removed | Conditions to complete the Calpine merger | Removed after the merger closed on 7 Jan 2026. |
| Removed | Obligation to close regardless of funding | Removed after closing. |
| Removed | Unknown liabilities of the combined company | Removed after closing. |
| Removed | Goodwill from the merger could be impaired | Removed as a merger factor; goodwill from Calpine is now addressed in the general impairment factor. |
| Removed | Merger could close on different terms | Removed after closing. |
| Removed | Merger related lawsuits | Removed after closing. |
| Removed | Risks associated with climate change | Standalone climate change factor removed; physical and transition climate risk text moved into the expanded weather factor. |
| Reworded | Price volatility in power markets and fuel supply | Grew 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. |
| Reworded | Impairment of long lived assets and goodwill | Adds 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). |
| Reworded | Highly regulated business | Adds 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. |
| Reworded | RPS and energy conservation legislation | Grew 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. |
| Reworded | Weather, now incl. climate change | Heading 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. |
| Reworded | Nuclear ownership and operation | Cut 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. |
| Reworded | Physical security, cybersecurity, third parties | Grew from 851 to 973 words: adds generative AI governance risks, cloud hosting, gas asset attacks and expanded threat exposure from the Calpine acquisition. |
| Reworded | Natural disasters, war, terrorism, pandemic | Adds earthquake and wildfire exposure at Calpine geothermal, gas and battery sites in the West, utility public safety power shutoffs and insurance cost changes. |
| Reworded | Capital intensive assets and equipment failure | Adds battery storage facilities and failures of transmission lines and pipelines to the equipment risk description. |
| Reworded | Attracting and retaining a qualified workforce | Cut from 153 to 95 words: removes the passage on hiring skilled staff for the Crane restart. |
| Reworded | Ownership dilution after the merger | Heading 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. |
| Reworded | Emerging technologies | Minor update with heading changed from 'potentially affected by' to 'may be affected by'; counted as reworded because the heading changed. |
| Filing | Change disclosed |
|---|---|
| 10-Q Q1 2026 filed 11 May 2026 | No 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 2026 | No material change: risk factors at 30 Jun 2026 were consistent with the 2025 10-K. |
| 10-Q Q3 2026 filed 9 Nov 2026 | No material change: risk factors at 30 Sep 2026 were consistent with the 2025 10-K. |
| Factor | Current value | Best case requires | Evidence in filings and calls |
|---|---|---|---|
| Long term contracts for nuclear output | about 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 each | 8-K Ex 99.2 of 9 Nov 2026; Ex 99.2 of 6 Aug 2026 |
| Power prices in PJM and ERCOT | PJM 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 EPS | 8-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 2029/30 | capacity prices near the cap after the collar ends; backstop procurement values new capacity | Forms 8-K of Jul 2025, Dec 2025 and Jul 2026; Form 10-Q Q3 2026 |
| Uprates and Crane restart | 1,165 MW of uprates for about $4.3bn from 2027 to 2032; Crane 835 MW restart targeted for 2027 | on 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 fleet | Calpine fleet about 23 GW after divestitures; equivalent forced outage factor 5.9%; CyrusOne agreements of 1,160 MW | higher combined cycle utilization and more powered land deals; the company cites $0.20 to $0.50 of EPS per 1,000 MW | 8-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 2.25x | authorization used at prices below scenario values; $5.0bn PJM asset sale closes | Form 10-Q Q3 2026, Notes 2 and 16 |
| Measure | Worst case | Base case | Best case |
|---|---|---|---|
| Revenue CAGR, 3 years (%) | (3.0) | 4.0 | 8.0 |
| Revenue, TTM Q3 2029 ($bn) | 31.3 | 38.5 | 43.1 |
| Operating margin, TTM Q3 2029 (%) | 13.0 | 20.0 | 24.0 |
| Net income, TTM Q3 2029 ($bn) | 2.4 | 5.1 | 7.1 |
| EPS, TTM Q3 2029 ($) | 6.96 | 15.36 | 22.00 |
| Exit P/E (x) | 15.0 | 21.0 | 25.0 |
| Implied price ($) | 104 | 322 | 550 |
| Change against $274.32 (%) | (62) | 18 | 101 |
| Implied annual return (%) | (27.5) | 5.5 | 26.1 |
| Revenue CAGR \ Operating margin | 13% | 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 |
| Exit P/E \ Operating margin | 13% | 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 |
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.
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.
| Form | Period | Filed | Accession number |
|---|---|---|---|
| 10-Q | Q3 2026 | 9 Nov 2026 | 0001868275-26-000119 |
| 8-K Ex 99.1/99.2 | Q3 2026 | 9 Nov 2026 | 0001868275-26-000116 |
| 10-Q | Q2 2026 | 6 Aug 2026 | 0001868275-26-000104 |
| 8-K Ex 99.1 | Q2 2026 | 6 Aug 2026 | 0001868275-26-000097 |
| 10-Q | Q1 2026 | 11 May 2026 | 0001868275-26-000067 |
| 8-K Ex 99.1 | Q1 2026 | 11 May 2026 | 0001868275-26-000063 |
| 8-K Ex 99.1 | 2026 Business and Earnings Outlook | 31 Mar 2026 | 0001868275-26-000045 |
| 10-K | FY2025 | 24 Feb 2026 | 0001868275-26-000032 |
| 8-K Ex 99.1 | Q4 2025 | 24 Feb 2026 | 0001868275-26-000029 |
| 10-Q | Q3 2025 | 7 Nov 2025 | 0001868275-25-000092 |
| 10-Q | Q2 2025 | 7 Aug 2025 | 0001868275-25-000073 |
| 10-Q | Q1 2025 | 6 May 2025 | 0001868275-25-000044 |
| 10-K | FY2023 | 27 Feb 2024 | 0001868275-24-000014 |
| 10-K | FY2022 | 16 Feb 2023 | 0001868275-23-000014 |
| 8-K 5.07 | AGM 2026 | 1 May 2026 | 0001868275-26-000050 |
| Company | Form | Filed | Accession number |
|---|---|---|---|
| Constellation Energy | 8-K Ex 99.1 (Q4 2024) | 18 Feb 2025 | 0001868275-25-000020 |
| Constellation Energy | 10-K FY2024 | 18 Feb 2025 | 0001868275-25-000023 |
| Constellation Energy | 8-K Ex 99.1 (Q1 2025) | 6 May 2025 | 0001868275-25-000040 |
| Constellation Energy | 8-K Ex 99.1 (Q2 2025) | 7 Aug 2025 | 0001868275-25-000070 |
| Constellation Energy | 8-K Ex 99.1 (Q3 2025) | 7 Nov 2025 | 0001868275-25-000089 |
| Constellation Energy | 8-K | 12 Nov 2025 | 0001868275-25-000094 |
| Constellation Energy | 8-K | 18 Nov 2025 | 0001868275-25-000099 |
| Constellation Energy | 8-K | 21 Nov 2025 | 0001868275-25-000107 |
| Constellation Energy | 8-K | 9 Dec 2025 | 0001104659-25-119690 |
| Constellation Energy | 8-K | 9 Dec 2025 | 0001104659-25-119687 |
| Constellation Energy | 8-K | 17 Dec 2025 | 0001868275-25-000112 |
| Constellation Energy | 8-K | 23 Dec 2025 | 0001868275-25-000119 |
| Constellation Energy | 8-K | 7 Jan 2026 | 0001104659-26-001780 |
| Constellation Energy | 8-K | 13 Jan 2026 | 0001868275-26-000005 |
| Constellation Energy | 8-K | 15 Jan 2026 | 0001868275-26-000009 |
| Constellation Energy | 8-K | 10 Feb 2026 | 0001868275-26-000016 |
| Constellation Energy | 8-K | 20 Mar 2026 | 0001868275-26-000037 |
| Constellation Energy | 8-K | 26 Mar 2026 | 0001868275-26-000041 |
| Constellation Energy | 8-K | 17 Apr 2026 | 0001104659-26-045036 |
| Constellation Energy | 8-K | 2 Jun 2026 | 0001104659-26-069482 |
| Constellation Energy | 8-K | 14 Jul 2026 | 0001868275-26-000080 |
| Constellation Energy | 8-K | 5 Aug 2026 | 0001868275-26-000089 |
| Vanguard Capital Management | Schedule 13G | 0002100119-26-000298 | |
| ECP ControlCo | Schedule 13G/A | 0001493152-26-036598 | |
| Capital International Investors | Schedule 13G/A | 0001562230-26-000065 | |
| NRG Energy | 10-K FY2025 | 0001013871-26-000004 | |
| NRG Energy | 10-Q Q3 2026 | 9 Nov 2026 | 0001013871-26-000025 |
| NextEra Energy | 10-K FY2025 | 0000753308-26-000015 | |
| NextEra Energy Resources | 10-Q Q3 2026 | 21 Oct 2026 | 0000753308-26-000081 |
| Public Service Enterprise Group | 8-K Ex 99.1 Q3 2026 presentation | 2 Nov 2026 | 0001193125-26-442778 |
| Talen Energy | 10-Q Q3 2026 | 0001622536-26-000086 | |
| Talen Energy | 10-K FY2025 | 0001622536-26-000017 | |
| Talen Energy | 8-K Ex 99.1 Q3 2026 | 3 Nov 2026 | 0001622536-26-000084 |
| Vistra | 10-K FY2025 | 0001692819-26-000006 | |
| Vistra | 10-Q Q3 2026 | 6 Nov 2026 | 0001692819-26-000025 |
| Vistra | 8-K Ex 99.1 Q3 2026 | 6 Nov 2026 | 0001692819-26-000023 |
| Filed | Exhibit | Document | Content |
|---|---|---|---|
| 7 Nov 2025 | Ex 99.1 | Q3 2025 results release | GAAP 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 2025 | Ex 99.2 | Q3 2025 earnings call presentation | 2025 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 2025 | 8-K body (Item 5.02, no exhibit) | Director retirement | Director Peter Oppenheimer notified the Board on 9 Nov 2025 of his retirement, effective 31 Dec 2025 |
| 18 Nov 2025 | Ex 10.1 to Ex 10.3 | DOE Loan Guarantee Agreement, FFB Note Purchase Agreement and Promissory Note for Crane restart | Constellation 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 2025 | Ex 99.1 | Press release: DOE backs Crane restart | Crane 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 2025 | Ex 99.1 | Senior leadership changes ahead of Calpine closing | Kathleen 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 2025 | Ex 99.1 | Launch of exchange offers and consent solicitations for Calpine notes | Constellation 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 2025 | Ex 23.1 | Auditor consent for Calpine financial statements | Consent of Calpine's independent auditor to incorporation of the Calpine financial statements |
| 9 Dec 2025 | Ex 99.1 | Calpine audited financial statements FY2024 | Calpine 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 2025 | Ex 99.2 | Calpine unaudited financial statements 9M 2025 | Calpine 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 2025 | Ex 99.3 | Unaudited 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 2025 | 8-K body (Item 8.01, no exhibit) | PJM 2027/2028 capacity auction results | All 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 2025 | Ex 99.1 | Exchange offer early tender results and extension | Expiration 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 2026 | Ex 10.1 | Registration Rights Agreement with former Calpine holders | Former 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 2026 | Ex 10.2 to Ex 10.9 | CCFC and Geysers Power term loan agreements | CCFC 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 2026 | Ex 4.1 to Ex 4.7 | Calpine note indentures assumed at closing | Calpine 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 2026 | Ex 99.1 | Press release: Calpine acquisition completed | Acquisition 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 2026 | Ex 99.1 | Expiration of Calpine note exchange offers | Press 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 2026 | Ex 4.1 to Ex 4.6 | Supplemental 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 2026 | 8-K/A body (Item 5.02, no exhibit) | Board committee assignments for Alan Armstrong | Alan 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 2026 | Ex 99.1 | Q4 and FY2025 results release | Q4 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 2026 | Ex 23.1 and Ex 23.2 | Auditor consents (Deloitte and PwC) for Calpine statements | Consents of Calpine's independent auditors to incorporation of the Calpine financial statements |
| 20 Mar 2026 | Ex 99.1 | Calpine audited financial statements FY2025 | Calpine 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 2026 | Ex 99.2 | Unaudited pro forma combined financial statements FY2025 | Pro 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 2026 | 8-K body (Item 5.02, no exhibit) | Director resignation | Alan Armstrong resigned from the Board effective 23 Mar 2026, less than three months after joining |
| 31 Mar 2026 | Ex 99.1 | 2026 Business and Earnings Outlook presentation | Initial 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 2026 | Ex 99.1, Ex 99.2, Ex 23.1, Ex 23.2 | 8-K/A refiling Calpine FY2025 audited statements and pro forma FY2025 statements | Amendment 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 2026 | 8-K body (Item 5.07, no exhibit) | 2026 annual meeting voting results | Annual 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 2026 | Ex 99.1 | Q1 2026 results release | GAAP 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 2026 | Ex 99.2 | Q1 2026 earnings call presentation | About $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 2026 | Ex 1.1 | Underwriting agreement for secondary offering by former Calpine holders | Selling 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 2026 | Ex 5.1 | Legal opinion of Ballard Spahr LLP | Opinion dated 2 Jun 2026 on legal matters for the secondary offering under a shelf registration |
| 14 Jul 2026 | 8-K body (Item 8.01, no exhibit) | PJM 2028/2029 capacity auction results | All 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 2026 | Ex 99.1 | Board chair transition and new director | Chair 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 2026 | Ex 99.1 | Q2 2026 results release | GAAP 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 2026 | Ex 99.2 | Q2 2026 earnings call presentation | About $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 2026 | Ex 99.1 | Q3 2026 results release | GAAP 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 2026 | Ex 99.2 | Q3 2026 earnings call presentation | About 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 |
November 10, 2026·45 min read
November 10, 2026·44 min read