CEG Filings — Constellation Energy Corporation - FilingSpy
CEG
Constellation Energy Corporation
A power company that is the largest U.S. producer of clean, carbon-free energy, running the country's biggest nuclear fleet along with gas, hydro, wind, and solar plants, and selling electricity to homes and businesses. Its roots reach back to the Gas Light Company of Baltimore, founded in 1816, and it took the name Constellation in 1999 to reflect its many operations grouped like stars in a sky. Today it is restarting the old Three Mile Island reactor—renamed the Crane Clean Energy Center—to power Microsoft's data centers.
Constellation Energy names CEO Joe Dominguez Chairman; Roger Crandall joins board
Robert Lawless retired from the Board as Chair on August 4, 2026, after more than two decades of service.
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Joseph Dominguez, President and CEO, was elected Chair of the Board, effective August 4, 2026.
Charles Harrington will serve as Lead Independent Director and receive an annual cash retainer of $50,000.
Roger Crandall, Chairman, President and CEO of MassMutual, was appointed as an independent director, effective August 5, 2026, until the 2027 annual meeting.
Crandall will receive standard director compensation; his committee assignments are not yet determined.
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · 9.01 Financial Statements and Exhibits
Constellation Energy selling shareholders to sell 11M shares; company to repurchase 2M shares for ~$558M.
On June 1, 2026, Constellation Energy entered into an underwriting agreement with selling shareholders and underwriters Morgan Stanley & Co. LLC and J.P. Morgan Securities LLC.
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Selling shareholders agreed to sell 11,000,000 shares of common stock, with a 30-day option for underwriters to purchase up to 1,350,000 additional shares.
The company did not sell shares or receive proceeds from the offering.
Constellation Energy agreed to purchase 2,000,000 shares from the underwriters at the offering price, totaling approximately $558.0 million, under its existing share repurchase program.
The offering and share repurchase closed on June 2, 2026; the company waived lock-up restrictions solely for shares subject to the offering.
8.01 Other Events · 9.01 Financial Statements and Exhibits
Constellation reports Q1 2026 GAAP EPS of $4.49 and adjusted EPS of $2.74, affirming full-year guidance.
GAAP Net Income for Q1 2026 was $1,590 million, or $4.49 per share, up from $118 million, or $0.38 per share, in Q1 2025.
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Adjusted (non-GAAP) Operating Earnings for Q1 2026 were $972 million, or $2.74 per share, up from $673 million, or $2.14 per share, in Q1 2025.
The company affirmed full-year 2026 Adjusted Operating Earnings guidance of $11.00 - $12.00 per share.
The 105 MW Pastoria Solar Project was commissioned, and the 460 MW Pin Oak Creek Energy Center achieved commercial operation.
The PUCT approved a net metering application for a CyrusOne data center co-location at the Freestone site, with a 380 MW agreement and an additional 380 MW for Phase 2.
2.02 Results of Operations and Financial Condition · 7.01 Regulation FD Disclosure · 9.01 Financial Statements and Exhibits
Constellation Energy shareholders elect 11 directors and reject DEI report proposal at 2026 annual meeting
All eleven director nominees were elected to one-year terms, with vote counts ranging from 230,157,238 for Charles Harrington to 253,982,520 for Nneka Rimmer.
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Constellation Energy Corporation held its Annual Meeting of Shareholders on April 28, 2026, with shareholders of record as of March 4, 2026, eligible to vote.
The advisory say-on-pay proposal passed with 241,593,166 votes for, 13,558,055 against, and 1,279,797 abstentions.
Shareholders ratified PricewaterhouseCoopers LLP as independent auditor for 2026 with 285,285,740 votes for, 1,356,702 against, and 427,563 abstentions.
A shareholder proposal requesting a report on diversity, equity and inclusion initiatives was not approved, receiving 2,969,194 for, 251,481,422 against, and 1,980,402 abstentions.
5.07 Submission of Matters to a Vote of Security Holders
Constellation schedules March 31, 2026 call to discuss 2026 Business and Earnings Outlook.
The call materials are attached as Exhibit 99.1 and furnished, not filed, with the SEC under Item 7.01 Regulation FD Disclosure.
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Constellation Energy Corporation and Constellation Energy Generation, LLC filed a Form 8-K on March 31, 2026, announcing a conference call at 8:00 AM ET to discuss the 2026 Business and Earnings Outlook.
The presentation highlights a 20%+ Base EPS growth target from 2026-2029, excluding upside from nuclear generation, natural gas contracts, and capital allocation.
Constellation increased its share buyback authorization to $5.0 billion and plans $3.9 billion in growth capital.
The outlook includes forward-looking statements regarding the acquisition of Calpine Corporation and expected accretion to earnings per share and free cash flow.
7.01 Regulation FD Disclosure · 9.01 Financial Statements and Exhibits
Constellation Energy director Alan Armstrong resigns from board effective March 23, 2026
No reason for the resignation was provided in the filing.
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Alan Armstrong notified the Board of Directors of his resignation on March 23, 2026.
The resignation is effective as of March 23, 2026.
The filing was made under Item 5.02(b) regarding departure of directors.
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · 9.01 Financial Statements and Exhibits