Results of Operations and Financial Condition Section 7 - Regulation FD

Other Events On July 14, 2026, Constellation Energy Corporation (the Company) learned the results of the PJM capacity auction for the 2028-2029 planning year. Each of the Company's power plants located in the PJM market cleared in the auction. Capacity revenues for nuclear units are included in the gross receipts calculation for the Production Tax Credit. The auction results take effect June 1, 2028. The table below lists the Company's cleared capacity volumes for the 2028-2029 capacity aucti…

Other Events On June 1, 2026, Constellation Energy Corporation (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with the selling shareholders named in Schedule I thereto (the “Selling Shareholders”) and Morgan Stanley & Co. LLC and J.P. Morgan Securities LLC (collectively, the “Underwriters”), pursuant to which the Selling Shareholders agreed to sell to the Underwriters, and the Underwriters agreed to purchase from the Selling Shareholders, 11,000,000 shar…

Results of Operations and Financial Condition Section 7 - Regulation FD

Other Events On January 7, 2026, Constellation Energy Corporation (Nasdaq: CEG) (“CEG Parent”) and Constellation Energy Generation, LLC, a Pennsylvania limited liability company (“Constellation”) completed the previously announced transactions contemplated by the Agreement and Plan of Merger, dated January 10, 2025 (the “Merger Agreement”), by and among Calpine Corporation, a Delaware corporation (“Calpine”), certain wholly-owned direct and indirect subsidiaries of Calpine and CEG Parent, and…

Other Events On January 7, 2026, Constellation Energy Corporation (Nasdaq: CEG) (“CEG Parent”) and Constellation Energy Generation, LLC, a Pennsylvania limited liability company (“Constellation”) completed the previously announced transactions contemplated by the Agreement and Plan of Merger, dated January 10, 2025 (the “Merger Agreement”), by and among Calpine Corporation, a Delaware corporation (“Calpine”), certain wholly-owned direct and indirect subsidiaries of Calpine and CEG Parent, and…

Results of Operations and Financial Condition Section 7 - Regulation FD

Director — Alan Armstrong: Election of Alan Armstrong to the Board of Directors and appointment to committees.

Section 9 - Financial Statements and Exhibits

Entry into a Material Definitive Agreement Exchange Offers and Consent Solicitation As previously announced, on January 7, 2026, Constellation Energy Corporation (Nasdaq: CEG), a Pennsylvania corporation (“CEG Parent”) and Constellation Energy Generation, LLC, a Pennsylvania limited liability company (“Constellation”), completed the previously announced transactions contemplated by the Agreement and Plan of Merger, dated January 10, 2025 (the “Merger Agreement”), by and among CEG Parent, Calp…

CFO — Shane Smith: The filing reports the internal promotion of Shane Smith to CFO and the concurrent promotion of Daniel Eggers to a Senior Executive Vice President role, representing an orderly succession rather than a loss of executive talent.

Completion of Acquisition or Disposition of Assets As discussed in the Introductory Note above, on January 7, 2026, CEG Parent and Constellation completed the previously announced transactions contemplated by the Merger Agreement. Pursuant to the Merger Agreement, (i) on January 2, 2026, Calpine, New Company and Company Merger Sub completed an internal reorganization pursuant to which Company Merger Sub merged with and into Calpine, with Calpine surviving the merger as a wholly owned subsidia…

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant The disclosure set forth in

Entry into a Material Definitive Agreement Registration Rights Agreement On January 7, 2026, in connection with the closing of the Mergers (as defined below), CEG Parent entered into a registration rights agreement (the “Registration Rights Agreement”) with certain of the former stockholders of Calpine who received shares of Stock Consideration (as defined below) in the Mergers, each of whom is listed on the signature pages thereto (the “RRA Parties”), pursuant to which the RRA Parties will h…

The issuance of the Stock Consideration to the former stockholders of Calpine was made in reliance upon the exemption from the registration requirements of the Securities Act of 1933, as amended, provided by Section 4(a)(2) thereof as a transaction by an issuer not involving any public offering. Section 5 - Corporate Governance and Management

Other Events On December 17, 2025, Constellation Energy Corporation (the Company) learned the results of the PJM capacity auction for the 2027-2028 planning year. Each of the Company's power plants located in the PJM market cleared in the auction. The cleared volumes for RTO and MAAC include winter-only resources. Capacity revenues for nuclear units are included in the gross receipts calculation for the Production Tax Credit. The auction results take effect June 1, 2027. The table below lists…

Other Events On January 10, 2025, Constellation Energy Corporation (Nasdaq: CEG) (“CEG Parent”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among Calpine Corporation, a Delaware corporation (“Calpine”), certain wholly-owned direct and indirect subsidiaries of Calpine, CEG Parent, and Volt Energy Holdings GP, LLC, a Delaware limited liability company, solely in its capacity as the representative of the stockholders of Calpine. The Merger Agreement provides fo…

Other Events On January 10, 2025, Constellation Energy Corporation (Nasdaq: CEG) (“CEG Parent”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among Calpine Corporation, a Delaware corporation (“Calpine”), certain wholly-owned direct and indirect subsidiaries of Calpine and CEG Parent, and Volt Energy Holdings GP, LLC, a Delaware limited liability company, solely in its capacity as the representative of the stockholders of Calpine (the “Merger”). The Merger Agr…

CFO — Shane Smith: The filing primarily discloses the internal promotion of Shane Smith to CFO and the role transition of Daniel Eggers, which are planned leadership changes rather than a sudden loss of a senior executive.

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. Pursuant to the loan guarantee program established under Title XVII of the Energy Policy Act of 2005, as amended from time to time (the “Title XVII Loan Guarantee Program”), Constellation and the DOE entered into the Loan Guarantee Agreement on November 17, 2025, pursuant to which the DOE agreed to guarantee the obligations of Constellation under the FFB Documents (the “DOE Guara…

Entry into a Material Definitive Agreement On November 17, 2025, Constellation Energy Generation, LLC (“Constellation”) entered into (i) that certain Loan Guarantee Agreement, dated as of November 17, 2025 (the “Loan Guarantee Agreement”) with the U.S. Department of Energy (the “DOE”), as guarantor, acting by and through the Secretary of Energy, (ii) that certain Note Purchase Agreement, dated as of November 17, 2025 (the “Note Purchase Agreement”), among Constellation, the Federal Financing…

Results of Operations and Financial Condition Section 7 - Regulation FD

Director — Alan Armstrong: Alan Armstrong was elected as a director to serve starting January 1, 2026.

Results of Operations and Financial Condition Section 7 - Regulation FD

Other Events On July 22, 2025, Constellation Energy Corporation (the Company) learned the results of the PJM capacity auction for the 2026-2027 planning year. Each of the Company's power plants located in the PJM market cleared in the auction. Capacity revenues for nuclear units are included in the gross receipts calculation for the Production Tax Credit. The auction results take effect June 1, 2026. The table below lists the Company's cleared capacity volumes for the 2026-2027 capacity aucti…