What changed in this filing

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Item 1. Business

2026-02-24 compared with 2025-02-18 · 248 added, 269 removed, 305 unchanged (63% of the section changed)

On February 21, 2021, the Board of Directors of Exelon Corporation (“Exelon”) authorized management to pursue a plan to separate its competitive generation and customer-facing energy businesses, conducted through Constellation Energy Generation, LLC (“Constellation”, formerly Exelon Generation Company, LLC) and its subsidiaries, into an independent, publicly traded company.

Constellation Energy Corporation (“CEG Parent” or the “Company”), a Pennsylvania corporation and a direct, wholly owned subsidiary of Exelon, was newly formed for the purpose of separation and had not engaged in any activities except in preparation for the distribution.

On February 21, 2021, the Board of Directors of Exelon authorized management to pursue a plan to separate its competitive generation and customer-facing energy businesses, conducted through Constellation and its subsidiaries, into an independent, publicly traded company.

CEG Parent, a Pennsylvania corporation and a direct, wholly owned subsidiary of Exelon, was newly formed for the purpose of separation and had not engaged in any activities except in preparation for the distribution.

On February 1, 2022, Exelon completed the separation by distributing all the outstanding shares of the Company’s common stock, on a pro rata basis to the holders of Exelon’s common stock, with the Company holding all the interests in Constellation previously held by Exelon (the “Separation”).

As of 2002, Constellation has been an individual registrant since the registration of their public debt securities under the Securities Act.

As of 2002, Constellation has been an individual registrant concurrent with the registration of its public debt under the Securities Act.

As an individual registrant, Constellation has historically filed consolidated financial statements to reflect their financial position and operating results as a stand-alone, wholly owned subsidiary of Exelon.

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See Glossary for defined terms.

We are the nation’s largest producer of reliable, emissions-free energy and a leading energy supplier to businesses, homes and public sector customers nationwide, including three-fourths of Fortune 100 companies.

Our nuclear, hydro, wind, and solar generation facilities have the generating capacity to power the equivalent of 16 million homes, providing about 10 percent of the nation's clean energy in the United States.

Our fleet is helping to accelerate the nation’s transition to a carbon-free future with more than 31,676 megawatts of capacity and an annual output that is nearly 90 percent carbon-free.

We are committed to investing in innovative technologies to drive the transition to a reliable, sustainable and secure energy future.

Our customer-facing business is one of the nation's largest competitive energy suppliers, offering innovative solutions to meet our customers' needs.

We employ approximately 14,264 people, and do business in 48 states, the District of Columbia, Canada, and the United Kingdom.

On January 7, 2026, Constellation acquired all of the outstanding equity interests of Calpine in a cash and stock transaction.

Unless otherwise noted, information in this Form 10-K excludes Calpine.

For further information regarding the transaction, refer to Note 2 — Mergers, Acquisitions, and Dispositions of the Combined Notes to Consolidated Financial Statements.

Following the merger with Calpine in January 2026, we are the largest private-sector power producer in the world and the nation’s largest producer of clean and reliable energy.

With 55 GWs of capacity from nuclear, natural gas, geothermal, hydro, wind and solar facilities, our fleet has the generating capacity to power the equivalent of 27 million homes, providing about 10% of the nation’s clean energy and delivering the around-the-clock reliability needed to power America’s growing economy.

We are also the largest nuclear energy company in the U.S.

and a leading competitive retail supplier, serving approximately 2.5 million customer accounts nationwide, including three-fourths of the Fortune 100.

We are committed to investing in innovation and new technologies to drive the transition to a reliable, sustainable and secure energy future.

After considering divestitures connected with certain regulatory approvals, our merger with Calpine added approximately 23 GWs across 72 generation and battery storage assets, providing reliable power resources in areas experiencing significant demand growth.

Calpine is the nation’s largest generator of electricity from natural gas and geothermal resources, according to S&P Global Market Intelligence, with a strong footprint in Texas, California, and the Northeast regions of the U.S.

Natural gas‑fired generation remains an essential component of the U.S.

energy transition due to its low emissions profile, high reliability, and potential for future emissions‑abatement technologies.

Calpine’s portfolio also includes solar and battery storage assets, strengthening our ability to deliver a balanced mix of baseload, intermediate, and peak generation necessary to maintain reliability of the electrical grid.

The high-quality and geographic concentration of Calpine’s dispatchable fleet complements our existing portfolio and enhances our ability to meet growing demand for clean, reliable power nationwide.

Calpine's retail energy platform adds approximately 62 TWhs of annual load to our business, and allows us to expand our C&I and residential customer base, creating incremental sales channels across the country.

With the addition of Calpine, we add approximately 2,500 employees who are dedicated to operational excellence and a shared commitment to serving customers.

Refer to Note 2 — Mergers, Acquisitions, and Dispositions of the Combined Notes to Consolidated Financial Statements for additional information on our acquisition of Calpine.

Our Operations

We operate the largest carbon-free generation fleet in the nation and are one of the largest competitive electric generation companies in the nation, as measured by owned and contracted MWs.

Collectively, the combined fleet is the cleanest large generation portfolio in the country (nearly 90% carbon-free based on generation output of electricity) according to the 2024 Ceres Benchmarking Air Emissions of the 100 Largest Electric Power Producers in the United States.

At December 31, 2024, our owned generating resources total capacity of 31,676 MWs consisted of the following:

We operate the largest emissions-free generation fleet in the nation and are one of the largest competitive electric generation companies in the nation, as measured by owned and contracted MWs.

Our fleet is the cleanest large generation portfolio in the country according to the 2025 ERM Report:

Benchmarking Air Emissions of the 100 Largest Electric Power Producers in the United States.

At December 31, 2025, our owned generating resources had a total capacity of 31,676 MWs, consisting of the following:

(a) Net generation capacity is stated at proportionate ownership share.

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(b) Includes wind, hydroelectric, and solar generating assets.

In addition to the owned generating resources above, at December 31, 2024 we have contracted generation with a total capacity of 4,774 MWs, which represents electric supply procured under unit-specific agreements.

In addition to the owned generating resources above, at December 31, 2025, we had contracted generation with a total capacity of 4,798 MWs, which represents electric supply procured under unit-specific agreements.

The following map illustrates the locations of our owned generation facilities as of December 31, 2025:

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In September 2024, we executed a 20-year PPA with Microsoft that will support the restart of Three Mile Island Unit 1, renamed as the Crane Clean Energy Center, which was retired in 2019 for economic reasons.

Under the agreement, Microsoft will purchase the output generated from the renewed plant which includes energy, capacity and carbon-free attributes as part of its goal to help power its data centers in PJM with clean energy.

The site, which is expected to be online in 2028, will have approximately 835 MWs of carbon-free capacity.

The restart is subject to certain regulatory approvals, permitting, and obtaining a renewed operating license.

In November 2023, we acquired NRG South Texas LP, which owns a 44% undivided ownership interest in the jointly-owned STP.

Other owners include City Public Service Board of San Antonio (CPS, 40%) and the City of Austin, Texas (Austin Energy, 16%).

In May 2024, we executed a settlement agreement with CPS/City of San Antonio, Austin, and NRG Energy, Inc., the terms of which require we sell a 2% ownership interest in STP to CPS.

See Note 2 — Mergers, Acquisitions, and Dispositions of the Combined Notes to Consolidated Financial Statements for additional information regarding the acquisition of STP.

Under the agreement, Microsoft will purchase the output generated from the renewed plant which includes energy, capacity and emissions-free attributes as part of its goal to help power its data centers in PJM with clean reliable energy.

The site, once operational, will have approximately 835 MWs of emissions-free capacity.

The timing of the restart is subject to certain regulatory approvals, interconnection-related construction, permitting, and obtaining a renewed operating license.

In November 2025, the DOE Office of Energy Dominance Financing issued a guarantee for up to $1.0 billion as an unsecured loan to support the restart of the Crane Clean Energy Center.

See Note 16 — Debt and Credit Agreements of the Combined Notes to Consolidated Financial Statements for additional information.

We operate all of our nuclear generating stations, except for the units at Salem and STP, which are operated by PSEG Nuclear, LLC (an indirect, wholly owned subsidiary of PSEG) and STPNOC, respectively.

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In 2025, we achieved an average refueling outage duration of 22 days for units we operate.

We achieved an average refueling outage duration of 21 days in both 2023 and 2022, respectively, against industry averages of 38 and 40 days, respectively.

We achieved an average refueling outage duration of 19 and 21 days in 2024 and 2023, respectively, against industry averages of 33 and 38 days, respectively.

We manage our scheduled refueling outages to minimize their duration and to maintain high nuclear generating capacity factors, resulting in a stable supply position for our wholesale and retail power marketing activities.

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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS — Financial Results of Operations for additional information.

We have original 40-year operating licenses from the NRC for each of our nuclear units and have received 20-year operating license renewals from the NRC for all our nuclear units except Clinton.

PSEG and STPNOC have also received 20-year operating license renewals for the Salem and STP units, respectively.

Peach Bottom has previously received a second 20-year license renewal from the NRC for Units 2 and 3, for a total 80-year term.

See Note 3 — Regulatory Matters of the Combined Notes to Consolidated Financial Statements for additional information on the status of Peach Bottom's license renewal.

All of our nuclear units were originally licensed by the NRC for 40 years and have since received 20-year operating license renewals.

Additionally, PSEG and STPNOC have received 20-year license renewals for the Salem and STP units, respectively.

Peach Bottom and Dresden have received subsequent license renewal from the NRC for a second 20-year term, extending their operating period to a total 80-year term.

We plan to pursue a subsequent license renewal for Crane in 2029.

PSEG has also announced plans to pursue a subsequent license renewal for Salem in 2027.

See Note 3 — Regulatory Matters of the Combined Notes to Consolidated Financial Statements for additional information on Peach Bottom's subsequent license renewal.

The following table summarizes the current license expiration dates for our nuclear facilities currently in service:

Station Unit In-Service

Current License

Station Unit In-Service Date (a)

Current License Expiration

Braidwood 1 1988 2046

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Limerick 1 1986 2044

Peach Bottom (c)

Quad Cities 1 1973 2032

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(a) Denotes year in which nuclear unit began commercial operations.

(b) We are currently seeking license renewals for Clinton and Dresden Units 2 and 3 to extend the operating licenses by an additional 20 years.

(c) In February 2022, the NRC issued an order related to its review of our subsequent license renewal application for Peach Bottom and the NRC directed its staff to change the expiration dates for the licenses back to 2033 and 2034.

We expect that the license expiration dates will be restored to 2053 and 2054, respectively.

See Note 3 — Regulatory Matters of the Combined Notes to Consolidated Financial Statements for additional information.

The operating license renewal process takes approximately four years from commencement, which includes approximately two years for us to develop the application and approximately two additional years for the NRC to review the application.

Depreciation provisions are based on the estimated useful lives of the stations, which generally include expectations for an additional 20-year term beyond current license expiration, except for Calvert Cliffs, FitzPatrick, Limerick, NMP Unit 2, Salem, and STP, where depreciation provisions correspond with the expiration of the current NRC operating license denoted in the table above.

See Note 3 — Regulatory

Matters and Note 8 — Property, Plant, and Equipment of the Combined Notes to Consolidated Financial Statements for additional information.

Natural Gas, Oil and Renewable Facilities (including Hydroelectric)

We operate approximately 10 GWs of natural gas, oil, hydroelectric, wind, and solar generation assets, which provide a mix of baseload, intermediate, and peak power generation.

We wholly own all our natural gas, oil, and renewable generating stations, except for:

(2) certain wind project entities;

We operate all of these facilities, except for Wyman 4, which is operated by the principal owner, NextEra Energy Resources LLC, a subsidiary of NextEra Energy, Inc.

Following recent improvements by the NRC, the operating license renewal process takes approximately three years from commencement, which includes approximately two years for us to develop the application and approximately 12 months for the NRC to review the application.

Future rulemaking could further reduce the timelines for developing and reviewing the application.

Depreciation provisions correspond with the expiration of the current NRC operating license denoted in the table above, except for Braidwood, Byron, LaSalle, NMP Unit 1, Quad Cities, Ginna, and Salem, which are based on the estimated useful lives of the stations including expectations for an additional 20-year term beyond current license expiration.

See Note 3 — Regulatory Matters and Note 8 — Property, Plant, and Equipment of the Combined Notes to Consolidated Financial Statements for additional information.

While the table above provides the date through which we are licensed to operate our nuclear plants, we may choose to retire certain plants earlier than the license expiration date if the economics do not support our continued operation of those plants.

Natural Gas and Oil Facilities

We operate approximately 7 GWs of natural gas and oil-fueled generation assets which provide a mix of baseload, intermediate, and peak power generation.

We wholly own all our natural gas and oil facilities except for Wyman, which is operated by the principal owner, NextEra Energy Resources LLC, a subsidiary of NextEra Energy, Inc.

PROPERTIES for additional information regarding these generating facilities.

Natural gas and oil generation plants are generally not licensed, and therefore, the decision on when to retire plants is, fundamentally, a commercial one.

In 2025, 2024, and 2023, electric supply (in GWhs) generated from our owned natural gas and oil generating facilities was 6%, 8%, and 9%, respectively, of our total electric supply.

Our natural gas and oil fleet has similarly demonstrated a track record of strong performance with a Dispatch Match (a) of 97.9%, 97.4%, and 98.5% in 2025, 2024, and 2023, respectively.

With our acquisition of Calpine in January 2026, the composition of our fleet changes materially with a higher concentration of natural gas facilities.

Calpine owns 21 GWs of natural gas-fired generation, primarily consisting of combined cycle gas turbine plants in the Texas, California, and Northeast regions of the United States.

Calpine's modern natural gas fleet is part of the backbone of the U.S.

electrical grid, enabling the transition away from coal-fired generation and supporting the growth of intermittent renewable resources while maintaining reliability.

Renewable Facilities (including Hydroelectric)

Our renewable portfolio includes approximately 2.6 GWs of hydroelectric, wind, and solar generation assets, of which the electric supply (in GWhs) generated in 2025, 2024, and 2023 represented 2% of our total electric supply.

Our Renewables Energy Capture (b) was 96.6%, 96.1%, and 96.4% in 2025, 2024, and 2023, respectively.

We wholly own our renewable facilities except for certain wind project entities and CRP.

PROPERTIES for additional information regarding these generating facilities and Note 21 — Variable Interest Entities of the Combined Notes to Consolidated Financial Statements for additional information regarding CRP, which is a VIE.

In 2024, 2023, and 2022, electric supply (in GWhs) generated from our owned natural gas, oil, and renewable generating facilities was 10%, 11%, and 10%, respectively, of our total electric supply.

Our natural gas, oil and renewable fleet has similarly demonstrated a track record of strong performance with a Dispatch Match (a) of 97.4%, 98.5%, and 98.2% and Renewables Energy Capture (b) of 96.1%, 96.4%, and 96.5% in 2024, 2023, and 2022, respectively.

Natural gas, oil, wind and solar generation plants are generally not licensed, and therefore, the decision on when to retire plants is, fundamentally, a commercial one.

FERC has the exclusive authority to license most non-federal hydropower projects located on navigable waterways or federal lands, or connected to the interstate electric grid, which include our Conowingo Hydroelectric Project (Conowingo) and Muddy Run Pumped Storage Facility Project (Muddy Run).

FERC has the exclusive authority to license most non-federal hydropower projects located on navigable waterways or federal lands, or connected to the interstate electrical grid, which include our Conowingo Hydroelectric Project (Conowingo) and Muddy Run Pumped Storage Facility Project (Muddy Run).

Muddy Run's license expires on December 1, 2055 and is currently being depreciated over an estimated useful life that corresponds with the available license term.

In March 2021, FERC issued a new 50-year license for Conowingo, which was subsequently vacated in December 2022.

however, depreciation provisions continue to assume an estimated useful life through 2071 in anticipation of the license expiration date being restored.

In September 2025, we reached a settlement agreement with MDE, Lower Susquehanna Riverkeeper Association, and Waterkeepers Chesapeake which allows us to move forward with resubmitting the license application with FERC.

We cannot currently predict when FERC will issue the new license.

Depreciation provisions continue to assume an estimated useful life through 2071 in anticipation of the license expiration date being restored.

See Note 3 — Regulatory Matters of the Combined Notes to Consolidated Financial Statements for additional information on the status of Conowingo's license.

Wind and solar generation assets are generally not licensed, and therefore, the decision on when to retire plants is, fundamentally, a commercial one.

(a) Dispatch Match is used to measure the responsiveness of a unit to the market, expressed as the total actual energy revenue net of fuel cost relative to the total desired energy revenue net of fuel cost.

Factors having an adverse effect on Dispatch Match include forced outages, derates, and failure to operate to the desired generation signal.

Beginning in 2023, Dispatch Match reflects a change to remove the Conowingo run-of-river hydroelectric operational performance.

Dispatch Match for 2022 was previously reported as 98.4%.

(b) Renewable Energy Capture is an indicator of how efficiently the installed assets capture the natural energy available from the wind, the sun, and water.

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Renewable Energy Capture for the combined wind, solar, and run-of-river hydroelectric fleet is weighted by the relative site projected pre-tax variable revenue.

Beginning in 2023, Renewable Energy Capture reflects a change to include the Conowingo run-of-river hydroelectric operational performance.

Renewable Energy Capture for 2022 was previously reported as 95.8%.

The acquisition of Calpine in January 2026 adds the Geysers Assets to our renewable portfolio, which is the largest geothermal power generation portfolio in the U.S., and the largest single renewable energy asset in California.

The Geysers Assets consist of 13 operating geothermal plants located in Northern California, with an operating capacity of approximately 730 MWs.

Calpine also contributes approximately 800 MWs of battery storage facilities to our portfolio, largely based in California.

Contracted Generation

In addition to energy produced by owned generation assets, we source electricity from generators we do not own under long-term contracts.

The following tables summarize our long-term contracts to purchase unit-specific physical power with an original term in excess of one year in duration, by region, in effect as of December 31, 2024:

Region Number of

Agreements Expiration

Dates Capacity (MWs)

In addition to energy produced by our owned generation assets, we source electricity from generators we do not own under long-term contracts.

The following tables summarize our long-term contracts to purchase unit-specific physical power with an original term in excess of one year in duration, by segment, in effect as of December 31, 2025:

Number of Agreements

Expiration Dates

Capacity (MWs)

22 2027-2045 564

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Customer-Facing Business

We are one of the nation’s largest energy suppliers.

Based on data from EEI, we are the nation’s largest energy supplier for C&I and residential power volumes.

Through our integrated business operations, we sell electricity, natural gas, and other energy-related products and sustainable solutions to various types of customers, including distribution utilities, municipalities, cooperatives, and commercial, industrial, public sector, and residential customers in markets across multiple geographic regions.

We serve approximately 1.5 million total customers, including three-fourths of Fortune 100 companies, and approximately 1.2 million residential customers.

We serve approximately 2 million total customer accounts, including three-fourths of Fortune 100 companies, and approximately 1.4 million residential customers.

We are a leader in electric power supply, serving approximately 204 TWhs in 2025 through sales to retail customers and wholesale load auctions to a geographically diverse customer base.

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range from full competition of energy suppliers for all retail customers (commercial, industrial, public sector, and residential) to partial retail competition available up to a capped amount for C&I customers only.

We are a leader in retail markets, serving approximately 144 TWhs of electric power retail load and approximately 800 Bcf of gas in 2024, primarily to C&I customers across multiple geographic regions in the U.S.

Diverse Geographic Footprint in Retail Market

We are a leader in retail energy supply, serving approximately 147 TWhs of electric power retail load primarily to C&I customers across multiple geographic regions in the U.S.

We also served approximately 800 Bcf of gas in 2025.

Geographically Diverse Footprint in Retail Market

Strong customer relationships are a key part of our customer-facing business strategy, as demonstrated by our high renewal rates.

Retail customer renewal rates have been strong over the last nine years across C&I power customer groups with average contract terms of approximately two years and customer duration of approximately five years, with many customers well beyond these metrics.

Retail customer renewal rates have been strong over the last ten years across C&I power customer groups with average contract terms of approximately two years and customer duration of approximately six years, with many customers well beyond these metrics.

Specifically, we enjoyed renewal rates of 77% for C&I power customers and 84% for C&I gas customers in 2025, owing to both our competitive pricing as well as our strong customer relationships.

Our consistently high renewal rates are driven by our ability to provide customized solutions and deliver focused attention to our customers’ needs, resulting in an industry-leading C&I customer-service business ranking in the DNV 2024 Energy Blueprint:

Sales Strategies report.

We are also successful at acquiring new customers by offering innovative services and products that meet their needs.

In addition to our high customer renewal rates, we have produced consistently high new win rates within C&I power

as well, acquiring nearly one out of every three new customers who have chosen to shop with us over the past six years.

Our consistently high renewal rates are driven by our ability to provide customized solutions and deliver focused attention to our customers’ needs.

We are also successful at acquiring new customers by offering innovative products and solutions that meet their needs.

In addition to our high customer renewal rates, we have produced consistently high new win rates within C&I power as well, acquiring nearly one out of every three new customers who have chosen to shop with us over the past seven years.

High customer satisfaction levels, market expertise, stability, and scale-driven growth have resulted in a historically proven business with consistent margins.

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It is this attention to the customer that creates the durable and repeatable value highlighted in these statistics.

Consumer purchasing strategies have trended from direct supply relationships to third-party relationships with a number of customers looking to third-party consultants and brokers to find suppliers like us to reduce costs and evaluate the increasing number of options available for expanding energy solutions beyond the commodity.

Consumer purchasing strategies have trended from direct supply relationships to third-party relationships with several customers looking to third-party consultants and brokers to find suppliers like us to reduce costs and evaluate the increasing number of options available for expanding energy solutions beyond the commodity.

In response, we have expanded our third-party capabilities, created scale through a comprehensive support structure, and enhanced digital applications providing tools, tracking, and measurement, as well as the ability to extend the reach of our sustainability solutions to drive additional market share.

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In 2025, we served approximately 57 TWhs of power load across competitive utility load procurement and bilateral sales to municipalities, co-ops, and other wholesale entities.

Complementary to our national customer portfolio, we have several decades of relationships with wholesale counterparties across all domestic power markets as a means of both monetizing our own generation, as well as sourcing contracted generation to meet customer and portfolio needs.

With increased customer demand for sustainability, our ability to source contracted generation has provided a capital-light way for us to provide customers with long-term sustainable solutions they are demanding to support a cleaner energy ecosystem.

Complementary to our national retail customer portfolio, we have several decades of relationships with wholesale counterparties across all domestic power markets as a means of both monetizing our own generation, as well as sourcing contracted generation to meet customer and portfolio needs.

With increased customer demand for sustainability and reliability, our ability to source contracted generation has provided a capital-light way for us to provide customers with long-term solutions they are demanding to support a clean and resilient energy ecosystem.

This creates durable customer relationships and repeatable business through the ability to respond to customer and marketplace trends.

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Our CORe+ product serves C&I customers' sustainability needs by matching contracted, third-party new-build renewable generation with customer desire to add additional carbon-free generation to the grid with a preference to be located within the same region as their load.

In 2024, we continued to see growing demand for our Hourly Carbon-Free Energy (CFE) product and platform, as we have closed a number of additional Hourly CFE transactions with a strong pipeline of interested prospects.

In 2025, we continued to see growing demand for our Hourly Carbon-Free Energy (CFE) product and platform, as we have closed several additional Hourly CFE transactions with a strong pipeline of interested prospects.

Achieving 100% carbon-free power is a key sustainability goal for many organizations.

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Many existing CORe+ customers are converting to 100% Hourly CFE with existing nuclear filling in the gaps of the hours renewable generation is not producing.

In addition to larger-scale CORe+ offerings and Hourly CFE, we offer a range of sustainability solutions to customers (e.g., RECs, CORe+, EFECs, RINs, RNG, carbon offsets, etc.) as well as offers for carbon-free generation attributes to support their needs during the transition to a carbon-free energy ecosystem.

We also partner with our customers to provide energy efficiency options to meet their carbon-free energy goals.

Further, we are seeing interest from large C&I customers in long-term contracting for our nuclear facilities for energy, capacity, and carbon-free attributes.

In addition to larger-scale CORe+ offerings, bundled and unbundled long-term nuclear agreements, and Hourly CFE, we offer a range of sustainability solutions to customers (e.g., RECs, EFECs, RINs, RNG, carbon offsets, Demand Response, etc.) as well as offers for carbon-free generation attributes to support their needs during the transition to a carbon-free energy ecosystem.

We also partner with our customers to provide energy efficiency options to meet their emissions-free energy goals.

Our energy efficiency products provide the ability to optimize performance and maximize efficiency across customer facilities and operations through contract structures that include implementation of energy efficiency upgrades and behind-the-meter solutions with no upfront capital requirements.

Additionally, these service

offerings provide scalable solutions to meet sustainability goals through investment across the life of the facility or operations and allow for greater budget certainty.

Additionally, these service offerings provide scalable solutions to meet sustainability goals through investment across the life of the facility or operations and allow for greater budget certainty.

The ongoing ability to optimize energy consumption for customers allows us to support customer demands with the right combination of technology and efficiency program options.

In addition to sustainability solutions, data and analytics have also become increasingly important for our customers.

We recently launched Constellation Navigator, which delivers customized paths and sustainable solutions for customers to set and meet their environmental and operational goals.

Constellation Navigator delivers customized paths and sustainable solutions for customers to set and meet their environmental and energy management goals.

Driven by advanced technology platforms and experienced advisors, it provides strategies to help organizations understand their baseline emissions and reduce their carbon footprints.

Constellation Navigator helps businesses solve challenges across the energy lifecycle including utility bill management, carbon accounting, rebate administration and sustainability advisory services.

Constellation Navigator helps businesses solve challenges across the energy lifecycle including utility bill management, carbon accounting, rebate administration, energy efficiency audits, and sustainability advisory services.

These platforms and services provide new avenues for incremental growth by coupling the opportunities for customer usage optimization with accompanying products and sustainable solutions that we can provide to customers.

These types of data and analytical services allow us to grow our customer base in previously inaccessible regulated markets by offering non-commodity energy-related products and services.

These types of data and analytical services allow us to grow our customer base in previously inaccessible regulated markets by offering non-commodity energy-related products and sustainable solutions.

We continue to look for new and innovative products and solutions to bring to our customers.

Constellation Technology Ventures (CTV) is our venture investing business, focused on driving innovation and scaling breakthrough technologies.

CTV invests in a broad range of hardware and software solutions that accelerate the transition to a sustainable, low-carbon economy.

Our portfolio spans diverse areas, including, generation technologies, sustainability monitoring tools, distributed energy resources, financing solutions, and more.

By collaborating closely with our portfolio companies, we help commercialize their products and technologies across our expansive customer base, creating value for both our partners and us.

Constellation Technology Ventures (CTV) is our venture investing business, focused on championing innovation and scaling breakthrough technologies.

CTV invests in a broad range of companies developing products and solutions that expedite the shift towards cleaner, resilient, and sustainable forms of energy.

Our portfolio spans diverse areas, and consists of both established and emerging companies looking to advance the energy industry.

CTV collaborates with Constellation's operating businesses and customers, harnessing portfolio companies' strengths to propel mutual growth and value for all stakeholders.

Price and Supply Risk Management

We leverage a combination of wholesale and retail customer load sales, federal and state programs, as well as non-derivative and derivative contracts, all with credit-approved counterparties, to hedge the commodity price risk of our generation portfolio.

Beginning in 2024, our existing nuclear fleet is eligible for the nuclear PTC provided by the IRA, an important tool in managing commodity price risk for each nuclear unit not already receiving state support.

The nuclear PTC provides increasing levels of support as unit revenues decline below levels established in the IRA and is further adjusted for inflation after 2024 through the duration of the program based on the GDP price deflator for the preceding calendar year.

See Note 3 — Regulatory Matters and Note 6 — Government Assistance of the Combined Notes to Consolidated Financial Statements for additional information on the nuclear PTC.

Beginning in 2024, our existing nuclear fleet is eligible for a nuclear PTC, an important tool in managing commodity price risk for each nuclear unit not already receiving state support.

The nuclear PTC provides increasing levels of support as unit revenues decline below levels established in the IRA and is further adjusted for inflation annually through the duration of the program based on the GDP price deflator for the preceding calendar year.

See Note 3 — Regulatory Matters and Note 6 — Government Assistance of the Combined Notes to Consolidated Financial Statements for additional information.

In locations and periods where our load serving activities do not naturally offset existing generation portfolio risk, remaining commodity price exposure is managed through portfolio hedging activities.

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Our risk management group monitors the financial risks of the wholesale and retail power marketing activities.

We also use financial and commodity contracts for proprietary trading purposes, but this activity accounts for only a small portion of our efforts and is not material to our results.

The proprietary trading portfolio is subject to a risk management policy that includes stringent risk management limits.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK for additional information.

The cycle of production and utilization of nuclear fuel includes the mining and milling of uranium ore into uranium concentrates, the conversion of uranium concentrates to uranium hexafluoride, the enrichment of the uranium hexafluoride, and the fabrication of fuel assemblies.

Nuclear fuel is obtained predominantly through long-term contracts for uranium concentrates, conversion services, enrichment services, (or a combination thereof) and fabrication services, including contracts sourced from Russia.

We have inventory in various forms and engage a diverse set of domestic and international suppliers to secure the nuclear fuel needed to continue to operate our

nuclear fleet.

We have inventory in various forms and engage a diverse set of domestic and international suppliers to secure the nuclear fuel needed to continue to operate our nuclear fleet.

We manage various risks around our nuclear fuel requirements in accordance with our fuel procurement policy limiting our transactions with each supplier to mitigate concentration of risk.

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government and our diverse set of suppliers to secure the nuclear fuel needed to continue to operate our nuclear fleet long-term.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK for additional information.

Natural gas is procured through long-term and short-term contracts, as well as spot-market purchases.

Natural gas is procured through long-term and short-term contracts, as well as through spot-market purchases.

We also enter into natural gas transportation and storage contracts that allow us to source reliable and cost-effective natural gas for our fleet and to take advantage of favorable market pricing, regardless of when the gas is used in our operations.

Fuel oil inventories are managed so that, in the winter months, sufficient volumes of fuel are available in the event of extreme weather conditions and during the remaining months to take advantage of favorable market pricing.

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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, Critical Accounting Policies and Estimates and Note 15 — Derivative Financial Instruments of the Combined Notes to Consolidated Financial Statements for additional information regarding derivative financial instruments.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK for additional information on hedging and risk management.

Our operations are affected by weather, which affects demand for electricity and natural gas.

The market price for electricity is also affected by changes in the demand for electricity and the available supply of electricity.

With respect to the electric business, very warm weather in summer months and, with respect to the electric and natural gas businesses, very cold weather in winter months is generally referred to as “favorable weather conditions” because those weather conditions result in increased deliveries of electricity and natural gas.

Conversely, mild weather reduces demand.

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We also consider and review national climate assessments to inform our longer-term planning.

Our nuclear fleet is resilient to weather extremes and is capable of generating emissions-free electricity 24 hours a day, even during unexpectedly cold winter events and hot summer events.

Our nuclear assets are resilient to weather extremes and are capable of generating emissions-free electricity 24 hours a day, even during unexpectedly cold winter events and hot summer events.

We are subject to liability, property damage, and other risks associated with major incidents at our generating stations.

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See Note 18 — Commitments and Contingencies of the Combined Notes to Consolidated Financial Statements for insurance specific to our nuclear facilities.

FERC Regulation.

CEG Parent's subsidiaries include public utilities as defined under the Federal Power Act that are subject to FERC’s exclusive ratemaking jurisdiction over wholesale sales of electricity and the transmission of electricity in interstate commerce.

Under the Federal Power Act, FERC has the authority to grant or deny market-based rates for sales of energy, capacity, and ancillary services to ensure that such sales are just and reasonable.

jurisdiction over ratemaking includes the authority to suspend the market-based rates of utilities and set cost-based rates should FERC find that its previous grant of market-based rates authority is no longer just and reasonable.

Other matters subject to FERC jurisdiction include, but are not limited to, certain third-party financings;

FERC’s jurisdiction over ratemaking includes the authority to suspend the market-based rates of utilities and set cost-based rates should FERC find that its previous grant of market-based rates authority is no longer just and reasonable.

Other matters subject to FERC jurisdiction include, but are not limited to, emergency orders requiring power plants to operate or mandate temporary electricity connections;

certain third-party financings;

review of certain mergers involving public utilities;

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ERCOT is not subject to regulation by FERC but performs a similar function in Texas to that performed by RTOs and ISOs in markets regulated by FERC.

NRC Regulation.

We are subject to the jurisdiction of the NRC with respect to the operation of our nuclear generating facilities, including the licensing for operation of each unit.

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Additionally, we are subject to NERC mandatory reliability standards, which protect the nation’s bulk power system against potential disruptions from cyber and physical security breaches.

Constellation's Strategy and Outlook

We believe shareholder value is built on a foundation of operational excellence and the pairing of our majority carbon-free energy fleet with our customer-facing platform.

Active External Engagement

Our business is at the intersection of heavy capital deployment, complex microeconomics and high-profile public policy.

Through active external engagement with key stakeholders on behalf of our business and customers, we believe we can support the effective design and operation of the electric markets.

We are the nation’s largest producer of clean and reliable energy and following the Calpine merger we are the largest private-sector power producer in the world, and we bring an informed perspective to public policy discussions at the state, regional and national levels.

Our consistently rigorous and balanced advocacy has made our perspective one that is sought out by key decision makers when considering the path forward in legislative and policy arenas.

Strategy and Outlook

We believe shareholder value is built on a foundation of operational excellence and the pairing of our reliable energy fleet with our customer-facing platform.

We are committed to maintaining investment grade credit ratings.

We focus on optimizing cash returns through a disciplined approach to safe and efficient operations and cost management, underpinned by stable and durable margins from our customer-facing business and coupled with distinct payments to our generation plants for the clean energy attributes.

We may pursue future growth opportunities that provide additional value building on our core businesses, or expanding our competitive advantages.

We are committed to maintaining a strong balance sheet, returning value to our shareholders, and investing in energy and sustainable solutions to meet customer needs.

The demand for reliable, carbon-free energy and sustainability solutions continues to grow across the country.

We are committed to a clean energy future and aim to meet the growing energy needs of all our customers.

We continue to serve as a partner to businesses and public entities that are setting ambitious sustainability goals and seeking long-term solutions to ensure reliability and maintain affordability.

The principles of our business strategy demonstrate our commitment to a carbon-free future while maintaining a strong balance sheet, advancing our sustainability and community initiatives, and investing in clean energy solutions:

• Power America's Clean Energy Future

• Expand America's Largest Fleet of Clean Energy Centers

• Uplift and Strengthen our Communities

• Provide Energy and Sustainability Solutions for Customers

We are committed to maintaining a strong balance sheet, providing our customers with cost-effective and sustainable solutions to meet their energy needs, and returning value to our shareholders.

The demand for reliable, emissions-free energy and sustainability solutions continues to grow across the country.

We aim to meet the growing energy needs of all our customers.

We continue to serve as a partner to businesses and public entities to help meet their energy and sustainability needs.

We are committed to maintaining sufficient financial liquidity and an appropriate capital structure to support safe, secure and reliable operations, even in volatile market conditions.

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We may pursue growth opportunities that optimize our core business or expand upon our strengths, including, but not limited to the following:

• Opportunistic energy acquisitions with a focus on reliability,

• Create new value from the existing fleet through nuclear uprates and license extensions, repowering of renewables, co-location of data centers, production of clean hydrogen, and other opportunities,

• Grow sustainability solutions for our customers focused on clean energy, efficiency, storage and electrification;

help our C&I customers develop and meet sustainability targets,

• Engagement with the technology and innovation ecosystem through continued partnerships with national labs, universities, startups, and research institutions, and

• Continue to monitor opportunities to participate in advanced nuclear to maintain our leadership position as stewards of a carbon-free energy future.

• Opportunistic energy acquisitions and generation development opportunities with a focus on reliability,

• Create new value from the existing fleet through nuclear uprates and license extensions, repowering of renewables, serving data economy customers, long-term power purchase agreements, and other opportunities,

• Grow solutions for our customers focused on clean energy, efficiency, storage and electrification;

help our C&I customers develop and meet sustainability targets, and

• Continue to monitor opportunities to participate in advanced nuclear and CCUS as well as investments in battery storage and solar to maintain our leadership position as stewards of an emissions-free energy future.

We will employ a disciplined approach to acquisitions that grow future cash flow and support strategic initiatives.

In further pursuit of our strategy, on January 10, 2025 we announced an agreement to acquire Calpine Corporation (Calpine), a combination that would couple the largest producer of clean, carbon-free energy with the reliable, dispatchable natural gas assets of Calpine, and also create the nation’s leading competitive retail electric supplier, providing increased scale, diversification and complementary capabilities that will enable us to meet growing demand with a broader array of energy and sustainability products.

See Note 2 — Mergers, Acquisitions, and Dispositions of the Combined Notes to Consolidated Financial Statements for additional information on the proposed transaction.

This strategy was realized, in part, with the acquisition of Calpine, a combination that brings together premier nuclear, natural gas, and geothermal fleets with a leading commercial platform to deliver innovative customer solutions and strengthen U.S.

energy leadership, national security, and economic prosperity.

See Note 2 — Mergers, Acquisitions, and Dispositions of the Combined Notes to Consolidated Financial Statements for additional information on our acquisition of Calpine.

Various market, financial, regulatory, legislative and operational factors could affect our success in pursuing these strategies.

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RISK FACTORS for additional information.

energy sector is experiencing unprecedented changes that we believe will increase the demand for reliable, clean power generation and benefit our business.

We believe our generation fleet, including our nuclear assets, is well-positioned to deliver reliable and carbon-free power and benefit from growing demand for such electricity.

energy sector is undergoing unprecedented transformation, which we believe will drive significant growth in demand for reliable, clean power generation and benefit our business.

Our diversified generation fleet, including our industry-leading nuclear assets, is well-positioned to meet this rising demand for dependable emissions-free electricity.

Key drivers of increased demand include:

• Governmental and corporate policies designed to accelerate the decarbonization of the economy,

• Policy support for nuclear energy sources that also enable energy security, reliability and diversification,

• New technologies requiring reliable energy, and

• Evolving customer preferences favoring clean energy, choice and digitization.

Policy Support for Decarbonization and Emerging Carbon-Free Technologies.

Many governments, corporations, and investors have been advocating for the reduction of GHG emissions across all sectors of the economy, with reduction of GHG emissions by the energy sector being a key focus.

These include state mandates requiring increasingly stringent policies that require the reduction of GHG emissions over time.

For example, many large corporations have adopted targets to reduce the carbon emissions in their business operations, spurred in part by demand from investors and customers for sustainable, environment-friendly business practices.

These governmental and corporate policies support the retention and expansion of carbon-free generation and developments in emerging technologies like advanced nuclear power, carbon capture and sequestration, energy storage, advanced geothermal and hydrogen.

We are focused on a clean energy future and we believe our business is well-positioned to benefit from policy support for decarbonization as our generation fleet is essential to helping meet sustainability goals.

• Expanded policy support for nuclear energy that enhances energy security, reliability and system diversity,

• Federal and state incentives for new and resilient generation to support grid stability,

• Rapid data center growth, increasing large-scale, around-the-clock load requirements,

• Electrification across the economy, including transportation, buildings, and industrial processes,

• Onshoring and expansion of domestic manufacturing to strengthen U.S.

supply chains, and

• Evolving customer preferences that favor clean energy, greater choice, transparency, and digitization.

Policy Support for Nuclear Energy.

We expect our generation fleet will continue to play a critical role in meeting baseload power needs.

Nuclear energy is currently the largest source of zero-emissions electricity in the U.S., accounting for over 50% of the nation’s carbon-free power and our nuclear plants are meaningful contributors to the clean energy mix in the states in which they operate.

Through enactment of the nuclear PTC in the IRA, federal policymakers have recognized the need to ensure the continued operation of the nation’s nuclear power plants.

Actions taken by states recognize that existing nuclear generation facilities are essential to meeting their policy objectives to reduce GHG emissions, with three states currently considering bills to add nuclear energy to clean energy targets and four states, including Connecticut, Michigan, North Carolina and Tennessee, finalizing such legislation since 2023.

In addition, nuclear energy generation supports jobs and regional economies, and helps to ensure reliability and security of the electrical grid.

As such, we plan to file applications to extend the licenses of our nuclear fleet to 80 years for our units that receive continued policy support for their long-term operation.

New Technologies Requiring Reliable Energy.

Many news reports indicate the rapid expansion of data centers and the need for increased energy supply to meet future demand.

Significant planned investments from hyperscalers such as Microsoft, Google, and Amazon in artificial intelligence (AI) technology and infrastructure are further contributing to unprecedented demand for reliable, around-the-clock energy in the U.S and abroad.

According to the DOE, data centers are one of the most energy-intensive building types, consuming 10 to 50 times the energy per floor space of a typical commercial office building.

Efforts to reduce GHG emissions could lead to further electrification of the U.S.

economy, including electrification of transportation, industrial operations, heating and cooling, and appliances, which could materially increase demand for electricity.

For companies like us whose core competency is safely generating and serving electricity and related products to our customers, the increasing demand provides natural growth opportunities.

We expect our nuclear generation fleet to continue playing a vital role in meeting the nation's baseload power needs.

Nuclear energy remains the largest source of zero-emissions electricity in the U.S., providing more than half of all emissions-free power.

Our nuclear plants are significant contributors to the clean energy mix in the states in which they operate.

Federal policymakers from both parties have underscored the importance of preserving existing nuclear assets through the nuclear PTC enacted in the IRA and maintained under the OBBBA.

The action by New York to extend the NY ZEC program in January 2026 reaffirms that states recognize that existing nuclear generation facilities are essential to meeting their policy objectives to reduce GHG emissions.

In addition, a number of states including Delaware, New Jersey, Illinois, Maryland, New York, and Texas, are currently drafting bills to add nuclear energy to clean energy targets by repealing bans, studying methods to accelerate their development, or in some cases, providing financial incentives to drive their construction.

Beyond emissions reductions, nuclear energy supports high-quality jobs, strengthens regional economies, and enhances the reliability and security of the electrical grid.

In alignment with this supportive policy landscape, we intend to file applications to extend the licenses of our nuclear units to 80 years where long-term policy support continues to be available.

Policy Support for New, Reliable Generation.

With our significantly increased presence in Texas following the Calpine acquisition, our fleet is positioned to play a critical role in ensuring reliability within ERCOT.

In November 2023, Texas voters approved a state constitutional amendment to create the TEF, which provides up to $7.2 billion in low-interest loans and completion bonuses to support as much as 10 GW of new dispatchable generation statewide.

Project selections announced in Fall 2025 included a $278 million loan for Calpine's 460 MW Pin Oak Creek peaking facility.

Policy mechanisms like the TEF are essential to maintaining the reliability of the Texas energy market by enhancing the economic viability of new dispatchable generation.

In Maryland, the Next Generation Energy Act of 2025 directed the Maryland Public Service Commission (MPSC) to solicit and approve applications for dispatchable and large-capacity resources through an expedited Certification of Public Convenience and Necessity process.

We submitted multiple proposals, and the MPSC approved our application to advance more than 700 MW of natural gas generation under the streamlined pathway.

We are also continuing to evaluate additional resource options for Maryland, including battery storage projects, under a separate solicitation established by the Next Generation Energy Act.

Data Center Growth.

The rapid expansion of data centers continues to accelerate, driven by widespread adoption of AI technologies and large-scale infrastructure investments by major hyperscalers such as Microsoft, Google, Meta, and Amazon.

This growth is creating unprecedented demand for reliable, around-the-clock electricity in the U.S.

and globally.

According to the DOE, data centers are amongst the most energy-intensive building types, consuming 10 to 50 times more energy per square foot than a typical commercial office building.

As AI workloads scale and computing needs increase, the energy requirements of data centers are expected to grow substantially, further reinforcing the need for dependable, 24/7 power supply.

Electrification.

Efforts to optimize our energy infrastructure and reduce GHG emissions are expected to drive continued electrification of the U.S.

economy, including transportation, industrial processes, heating and cooling, and household appliances.

This transition has the potential to materially increase overall electricity demand.

For companies like ours, whose core strength lies in safely generating and delivering electricity and related energy solutions, this growing demand represents a natural and meaningful opportunity for long-term growth.

Onshoring of Manufacturing.

Recent federal industrial policy, most notably the CHIPS and Science Act and the IRA, explicitly incentivize the return of manufacturing and supply‑chain capacity back to the United States.

This resurgence in domestic industrial activity is driving a meaningful increase in electricity demand, as new facilities are both expanding and becoming more energy intensive.

These trends are further amplified by broader shifts such as electrification and rapid data center growth.

The resulting load growth presents a strategic opportunity for our business as our expanded generation fleet is well positioned to enable this national policy objective.

Evolving Customer Preferences.

Consumers are increasingly purpose-driven and knowledgeable of services that drive decarbonization, leading them to value the ability to be connected to and trace the source of their clean energy choices.

Growing awareness of climate change and green energy helps drive customer interest in value-add services and products around their energy usage, such as solar, behind-the-meter storage, EV charging, and the ability to choose 100 percent clean power 24 hours a day, 365 days a year in competitive retail energy markets.

Continuing innovation in the digitization of the broader economy will facilitate greater control and opportunities for customers and businesses to more frequently engage with their energy providers and become more knowledgeable of their energy choices, including the products and solutions we provide.

Consumers are increasingly purpose-driven and knowledgeable about solutions that reduce emissions.

As a result, they place greater value on being able to trace the sources of their clean energy.

Rising awareness of climate change and clean energy options is fueling demand for value-added products and services, such as solar, behind-the-meter storage, EV charging, and the ability to choose 100% clean power 24/7 in competitive retail energy markets.

Customers are also showing heightened interest in long-term energy agreements that provide price stability and reliability.

At the same time, continued innovation and digitization across the economy are empowering customers with more visibility and control over their energy usage.

This increased engagement enables both residential and business customers to make more informed choices about their energy supply and the products and solutions we provide.

Environmental Matters and Regulation

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Performance of those individuals directly involved in environmental compliance and strategy is reviewed and affects compensation as part of the annual individual performance review process.

Our Board of Directors has delegated to its Nuclear Oversight Committee and the Corporate Governance Committee the authority to oversee our compliance with health, environmental, and safety laws and regulations and its

strategies and efforts to protect and improve the quality of the environment, including our internal climate change and sustainability policies and programs, as discussed in further detail below.

Many governments, corporations, and investors have advocated for the reduction of GHG emissions across all sectors of the economy, with reduction of GHG emissions by the energy sector being a key focus.

These include state mandates requiring increasingly stringent policies that require the reduction of GHG emissions over time.

Emerging technologies like battery storage, carbon capture and sequestration, and clean hydrogen production are also helping to advance decarbonization.

We believe our business is well-positioned to benefit from policy for decarbonization.

However, we also face climate mitigation and transition risks as well as adaptation risks.

Mitigation and transition risks include changes to the energy systems as a result of new technologies, changing customer expectations, and/or voluntary GHG reduction goals, as well as local, state, or federal regulatory requirements intended to reduce GHG emissions.

GHG & Climate Risks

Many states, corporations, and investors have advocated for the reduction of GHG emissions across all sectors of the economy, including GHG emissions from the energy sector.

Additionally, many large corporations have adopted targets to reduce the carbon emissions in their business operations.

We believe our fleet is well-positioned to benefit from policy for decarbonization.

We also face climate mitigation and transition risks as well as adaptation risks.

Adaptation risk refers to risks to our facilities or operations that may result from changes in the physical climate, such as changes to temperatures, weather patterns, and sea level rise.

RISK FACTORS for additional information.

GHG Mitigation and Transition

We currently are subject to, and may become subject to additional, federal and/or state legislation and/or regulations addressing GHG emissions.

We are deliberately positioned as a low-carbon generation company.

We have minimized GHG emitting assets in our portfolio and maximized carbon-free electric production.

Our Scope 1 and 2 market-based GHG emissions in 2023 were 10 million metric tons carbon dioxide equivalent, of which 9.3 million metric tons were from our natural gas and oil-fueled generation fleet, significantly less than our peers with similar volume of power generation.

Even with our proposed acquisition of Calpine, we would continue to have the lowest carbon intensity of any large generator in the U.S.

We produce electricity predominantly from low and carbon-free generating facilities (such as nuclear, hydroelectric, natural gas, wind, and solar) and neither own nor operate any coal-fueled generating assets.

Our natural gas and oil generating plants produce some GHG emissions, most notably CO2.

We have made investments in developing carbon capture technologies to reduce GHG emissions from carbon emitting generating plants.

We produce electricity predominantly from low- and emissions-free generating facilities (such as nuclear, natural gas, hydroelectric, geothermal, wind, and solar) and neither own nor operate any coal-fueled generating assets.

Our natural gas and oil generating plants produce GHGs, most notably CO2.

We have made investments in developing CCUS technologies to reduce GHG emissions.

In addition, we sell natural gas through our customer-facing business;

and consumers’ use of such natural gas produces GHG emissions.

However, our owned-asset emission intensity, or rate of carbon dioxide equivalent (CO2e) emitted per unit of electricity generated, is among the lowest in the industry.

In 2024, we achieved a 94.6% percent capacity factor across our nuclear fleet and our ownership of 22 GWs of carbon-free generation capacity at 25 nuclear units produced 182 TWhs of electricity in 2024.

The electric sector plays a key role in lowering GHG emissions across the rest of the economy.

Electriﬁcation of other sectors such as transportation and buildings coupled with simultaneous decarbonization of electric generation is a key lever for emissions reductions.

To support this transition, we are advocating for public policy supportive of vehicle electrification, investing in enabling infrastructure and technology, and supporting customer education and adoption.

We also continue to explore other decarbonization opportunities, supporting pilots of emerging energy technologies and development of clean fuels.

International Climate Agreements.

At the international level, the United States is a party to the United Nations Framework Convention on Climate Change (UNFCCC).

The Parties to the UNFCCC adopted the Paris Agreement at the 21st session of the UNFCCC Conference of the Parties (COP 21) in December 2015.

Under the Agreement, which became effective in November 2016, the parties committed to limit the global average temperature increase and to develop national GHG reduction commitments.

The United States has set an economy-wide target of reducing its net GHG emissions by 50-52% below 2005 levels by 2030.

UNFCC Conference of Parties (COP) sessions occur annually and we monitor developments in these international meetings for their impact on the U.S.

energy policy.

In January 2025, President Trump issued an executive order to withdraw the United States from the Paris Agreement.

Federal Climate Policy.

The reelection of President Donald Trump has altered the landscape of federal climate policy.

In the short time since his inauguration, President Trump has taken several actions that pare back climate and sustainability initiatives from prior administrations and called for the repeal of several Biden-era energy tax-support and related initiatives.

It is not yet clear what impact, if any, these actions may have on us.

President Trump has also emphasized the importance of reliable, affordable electricity to grow the economy and protect national security, and has specifically cited nuclear energy as an important technology.

In 2025, we achieved a 94.7% capacity factor across our nuclear fleet and our ownership of 22 GWs of emissions-free generation capacity at 25 nuclear units produced 183 TWhs of electricity.

Our Scope 1 and 2 market-based GHG emissions in 2024 were 8.5 million metric tons carbon dioxide equivalent, of which 8.2 million metric tons were from our

natural gas and oil-fueled generation fleet, significantly less than our peers with similar volume of power generation.

We continue to have the lowest carbon intensity (rate of carbon dioxide equivalent (CO2e) emitted per unit of electricity generated) among the ten largest U.S.

generators following the acquisition of Calpine.

Regulation of GHGs from Power Plants under the Clean Air Act.

In April 2024, EPA issued a final rule that regulates greenhouse gases from existing coal, new natural gas-fired power plants, and existing oil/gas steam generators under Clean Air Act section 111.

The applicable standards are subcategorized by retirement date for existing coal and capacity factor for existing gas.

We are evaluating market impacts of this rule, which will be affected by upcoming state implementation and ongoing litigation.

EPA has solicited comment on approaches for regulating GHGs from existing gas plants in a docket that closed in May 2024.

In October 2024, the U.S.

Supreme Court rejected a request to temporarily block implementation of EPA's GHG standards for existing coal, new gas, and existing oil/gas steam generators.

The rule is currently being litigated in the DC Circuit.

Under the Unleashing American Energy Executive Order, issued on January 20, 2025, agencies are directed to revisit regulations that “impose an undue burden” on the use of domestic energy resources, including coal, natural gas, and oil.

In February 2025, EPA filed a motion to hold the D.C.

Circuit litigation in abeyance.

In June 2025, EPA issued a proposal to repeal its regulations addressing GHG emissions from the sector.

In February 2026, EPA issued a final rule to repeal the 2009 “Endangerment Finding” underpinning all GHG regulation by EPA.

EPA is expected to separately finalize its repeal of power sector GHG regulations in 2026, which will directly address the compliance obligations under those rules.

State Climate Legislation and Regulation.

Many states in which we operate have state and regional programs to reduce GHG emissions and renewable and other portfolio standards, which impact the power sector and other sectors as well.

25 states and the District of Columbia have 100% clean energy targets, deep GHG reductions, or both, encompassing 55% of U.S.

Many states in which we operate have state and regional programs to reduce GHG emissions and renewable and other portfolio standards, which impact the power sector.

25 states and the District of Columbia have 100% clean energy targets, deep GHG reduction targets, or both, encompassing 55% of U.S.

residential electricity customers.

See discussion below for additional information on renewable and other portfolio standards.

As the nation’s largest generator of carbon-free electricity, our fleet supports these efforts to produce safe, reliable electricity with minimal GHGs.

In 2019, New York enacted the Climate Leadership and Community Protection Act, which commits the state to achieving net-zero emissions by 2050, with interim emission reduction and renewable energy requirements in 2030 and 2040.

New Jersey’s Energy Master Plan provides a comprehensive roadmap for achieving the state’s goal of a 100% clean energy economy by 2050.

The state's Global Warming Response Act stated GHG emissions reductions of 80% below 2006 levels by 2050 which was subsequently accelerated by Executive Order 315 targeting 100% clean energy by 2035.

In September 2021, Illinois Public Act 102-0662 was signed into law by the Governor of Illinois.

The Clean Energy Law is designed to achieve 100% carbon-free power by 2045 to enable the state’s transition to a clean energy economy.

The Clean Energy Law establishes decarbonization requirements for Illinois as well as programs to support the retention and development of emissions-free sources of electricity.

Our nuclear plants are meaningful contributors to the clean energy mix in the states in which they operate.

States may not be able to meet their zero-carbon goals without our nuclear plants, as our plants provide a significant portion of the current carbon-free power.

Several states in which our nuclear facilities operate have established policies to support nuclear generation.

The supportive policies are driven by several factors, including recognition by governments and policy makers that existing nuclear generation facilities are essential to meeting policy objectives on reduction of GHG emissions, the desire to support jobs and regional economies, and the need to ensure reliability and security of the electrical grid through resource diversity.

These state-specific policies preserve the environmental attributes of our nuclear facilities, and include the following:

As the nation’s largest generator of emissions-free electricity, our fleet supports these efforts to produce safe, reliable, clean electricity.

In 2019, New York enacted the Climate Leadership and Community Protection Act, which commits the state to achieving net-zero emissions by 2050, with requirements in 2030 and 2040.

New Jersey’s Energy Master Plan supports the state’s goal of a 100% clean energy economy by 2050.

The state's Global Warming Response Act targeted GHG emissions reductions of 80% below 2006 levels by 2050 which was subsequently accelerated by Executive Order 315 targeting 100% clean energy by 2035.

The 2021 Illinois Clean Energy Law is designed to achieve 100% carbon-free power by 2045.

It establishes decarbonization requirements for Illinois as well as programs to support the retention and development of emissions-free sources of electricity.

Our nuclear plants are meaningful contributors to the clean energy mix where they operate.

States may not be able to meet their emissions-reduction goals without our nuclear plants, which provide a significant portion of the current emissions-free power.

Several states have established policies to support nuclear generation driven by recognition that existing nuclear generation facilities are essential to meeting policy objectives on GHG emissions, supporting jobs and regional economies, and ensuring reliability and security of the electrical grid through resource diversity.

These policies preserve the environmental attributes of our nuclear facilities, and include the following:

Policy Name Year Enacted Nuclear Facilities Impacted Type of Program Year of Expiration

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Illinois Clean Energy Law 2021 Byron, Braidwood, and Dresden CMC 2027

(a) The New Jersey Clean Energy Legislation program ends May 2025.

(a) The contracts entered into under the New Jersey Clean Energy Legislation program concluded in May 2025.

In January 2026, the NYPSC approved a 20-year extension of its ZEC program to sustain the state’s nuclear power plants through 2049.

The extension is designed to preserve the state's carbon-free electricity supply and ensure grid reliability.

The structure of the NY ZEC program remains largely intact, with similar rate-setting methodology, adjusted over time for inflation through 2049.

Regional Greenhouse Gas Initiative (RGGI).

The RGGI program requires most fossil fuel-fired power plants in the region to hold allowances, sold at auction or on the secondary market, for each ton of CO2 emissions.

Non-emitting resources do not have to purchase or hold these allowances.

The following states are currently participants in RGGI;

Connecticut, Delaware, Maine, Maryland, Massachusetts, New Hampshire, New Jersey, New York, Rhode Island, and Vermont.

Pennsylvania’s participation in RGGI is currently being litigated at the Pennsylvania Supreme Court.

Pennsylvania never entered the RGGI program, and its budget bill for fiscal year 2025-2026 legislatively abrogated the state’s RGGI regulations.

Renewable and Clean Energy Standards.

According to the U.S.

Energy Information Administration, 35 states and the District of Columbia, including most of the states where we operate, have adopted some form of renewable or clean energy procurement requirement.

Of these 35 states, seven states have non-enforceable renewable energy goals.

These standards impose varying levels of mandates for procurement of renewable or clean electricity (the definition of which varies by state) and/or energy efficiency.

These are generally expressed as a percentage of annual electric load, often increasing by year.

Most states where we operate have adopted some form of renewable or clean energy procurement requirement.

These standards impose varying levels of mandates for procurement of renewable or clean electricity (the definition of which varies by state) and/or energy efficiency, generally expressed as a percentage of annual electric load, often increasing by year.

Load serving entities comply with these various requirements through purchasing qualifying renewables, acquiring sufficient certificates (e.g., RECs), paying an alternative compliance payment, and/or a combination of these compliance alternatives.

While we cannot predict the nature of future regulations or how such regulations might impact future financial statements, we have a low-emission portfolio and GHG restrictions would likely benefit our zero- and low-emission generating units relative to other higher-emission fossil fuel-fired generating units.

Corporate Clean Energy Targets.

Corporations are facing increasing pressure from their customers and investors to align their businesses with environmental and sustainability objectives, including supporting goals to reduce GHG emissions in their business operations.

Leading institutional investors and money managers are increasingly considering sustainability as a key factor in investment decisions and are increasingly advocating for more transparency in disclosure on climate-related matters and pledging to align proxy voting to climate-rated proposals with its fiduciary duty.

An increasing number of corporations are also proactively making commitments to reducing their GHG emissions footprint, either through procuring increasing amounts of clean energy, such as RECs, EFECs, or emissions offsets, to offset their carbon footprint over time.

The execution of the PPA with Microsoft that will support the restart of Crane is a recent example.

As the nation’s largest producer of carbon-free energy, we support addressing climate concerns and continue leadership in both emerging technologies and existing clean infrastructure that together will power the future.

Corporations face incentives from their customers and investors to align their businesses with environmental and sustainability objectives, including goals to reduce GHG emissions in their business operations.

A number of corporations are making commitments to reducing their GHG emissions, either through procuring increasing amounts of clean energy, such as RECs, EFECs, or emissions offsets, to offset their carbon footprint over time.

Recent examples include the PPA with Microsoft that will support the restart of Crane and the PPA with Meta for the output of Clinton which supports Meta's clean energy goals and the continued operations of Clinton.

Emerging Clean Technologies.

The need for new clean, reliable sources of power that can scale, decarbonize the system, and meet new load requirements is leading to rapid advancements in emerging technologies like advanced nuclear power, carbon capture and sequestration, energy storage, advanced geothermal and hydrogen.

The need for new clean, reliable sources of power that can scale, decarbonize the system, and meet new load requirements is leading to rapid advancements in emerging technologies like advanced nuclear power, CCUS, energy storage, advanced geothermal and hydrogen.

The improvements in advanced nuclear including Small Modular Reactors (SMR), growing state and federal support, and the potential to rapidly reduce costs with scaled deployment create a potential path to market for new nuclear within the next decade.

Carbon capture and sequestration is similarly experiencing substantial investment and a heightened focus that could impact deployment earlier within the next decade.

On a nearer term time horizon, it is expected that energy storage will continue to see high levels of investment driven by lower costs, state-directed mandates, a backlog of storage projects in the interconnection queue, and utilities seeking large-scale storage capacity to support higher renewables penetration, and innovations in battery chemistries and technologies.

Advanced geothermal and clean hydrogen have similar opportunities to scale supply with early deployments de-risking the technologies.

Clean hydrogen, in particular, has the potential to drive decarbonization downstream across hard to decarbonize demand sectors, like long-haul transportation, steel, chemicals, heating, agriculture, and long-term power storage.

Nuclear power can be used to produce clean hydrogen, and our nuclear fleet positions us well to explore this emerging space.

Collectively, advanced nuclear, carbon sequestration, energy storage, geothermal, and clean hydrogen are expected to help support carbon reduction goals.

CCUS is similarly experiencing substantial investment.

It also is expected that energy storage will continue to see high levels of investment driven by lower costs and improved technology, state mandates, a backlog of storage projects in the interconnection queue, and utilities seeking large-scale storage capacity to support higher renewables penetration.

Advanced geothermal has similar opportunities to scale supply with early deployments de-risking the technologies.

Collectively, advanced nuclear, carbon sequestration, energy storage, geothermal, and clean hydrogen are expected to help support emissions reduction goals.

Other Environmental Regulation

Good Neighbor Rule.

In June 2023, the EPA published a final rule called “Federal 'Good Neighbor Plan' for the 2015 Ozone National Ambient Air Quality Standards” also known as the "Transport Rule".

The rule, among other things, establishes nitrogen oxides emissions budgets requiring fossil fuel-fired power plants in 23 states to participate in an allowance-based ozone season trading program beginning in 2023.

In February 2023, EPA disapproved state implementation plans submitted by 21 states for failure to address their obligations under the

"good neighbor" provisions of the Clean Air Act.

However, several Regional Courts of Appeals issued orders staying, pending judicial review, EPA's disapproval of several state plans (including Texas).

In June 2024, the Supreme Court stayed EPA's rule for the duration of the litigation.

In November 2024, the EPA issued an administrative stay of the rule.

The rule is currently under review on the merits before the D.C.

In February 2025, EPA filed a motion to hold the D.C.

Circuit litigation in abeyance.

Water Quality

Under the federal Clean Water Act, NPDES permits for discharges into waterways are required to be obtained from the EPA or from the state environmental agency to which the permit program has been delegated, and permits must be renewed periodically.

Certain of our facilities discharge water into waterways and are therefore, subject to these regulations and operate under NPDES permits.

Clean Water Act Section 316(b) is implemented through the NDPES program and requires that the cooling water intake structures at facilities that withdraw more than 2 million gallons of water per day for cooling reflect the best technology available to minimize adverse environmental impacts.

Our power generation facilities with cooling water intake systems are subject to the EPA’s Section 316(b) regulations finalized in 2014;

the regulation’s requirements have been or will be addressed through renewal of these facilities’ NPDES permits.

Clean Water Act Section 316(b) requires that the cooling water intake structures at facilities that withdraw more than 2 million gallons of water per day for cooling reflect the best technology available to minimize adverse environmental impacts.

Our power generation facilities with cooling water intake systems are subject to the EPA’s 2014 regulations, which are implemented through NPDES permit renewals.

We have completed all required studies and have submitted recommendations for compliance as part of the NPDES/SPDES renewal process.

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Six of the twelve stations we operate and STP have been deemed compliant with the 316(b) rule using existing technology.

Until the compliance requirements are determined by the applicable state permitting director for each of the six remaining nuclear stations, on a site-specific basis for each plant, we cannot estimate the effect that compliance with the EPA’s 2014 rule will have on the operation of our generating facilities and our consolidated financial statements.

As a result, in some instances, such as Peach Bottom, the permit expiration dates have lapsed and have been administratively extended.

Should a state permitting director determine that a facility must install cooling towers to comply with the rule, that facility’s economic viability could be called into question.

However, the final rule does not mandate cooling towers and allows state permitting directors to require alternative, less costly technologies and/or operational measures, based on a site-specific assessment of the feasibility, costs, and benefits of available options.

There is no regulatory established timeline for NPDES permit renewals.

Until the compliance requirements are determined by the applicable state permitting director for each of the six remaining nuclear stations, on a site-specific basis, we cannot estimate the effect that compliance with the EPA’s 2014 rule will have on the operation of our generating facilities and our consolidated financial statements.

EPA's rule does not mandate cooling towers or wedge wire screens and allows state permitting directors to require alternative, less costly technologies and/or operational measures, based on a site-specific assessment of the feasibility, costs, and benefits of available options.

Should a state permitting director determine that a facility must install cooling towers or wedge wire screens to comply with the rule, that facility’s economic viability could be called into question.

In July 2016, the NJDEP issued a final permit for Salem requiring 316(b) studies and deferring the Agency's selection of a final compliance technology.

The permit allows Salem to continue to operate utilizing the existing cooling water intake system with certain required modifications.

However, the permit is being challenged by an environmental organization, and if successful, could result in additional costs for Clean Water Act compliance.

Potential cooling water system modification costs could be material and could adversely impact the economic competitiveness of this facility.

Under Clean Water Act Section 404 and state laws and regulations, we may be required to obtain permits for projects involving dredge or fill activities in Waters of the United States.

The permit allows Salem to continue to operate utilizing the existing cooling water intake system.

The permit was challenged by an environmental organization, and in August 2025, NJDEP Commissioner issued the final agency decision adopting the Office of Administrative Law's initial decision from November 2024 in full.

This upheld the 2016 permit and rejected all challenges from the petitioners.

Our hydroelectric and nuclear facilities are required to secure a federal license or permit for activities that may result in a discharge to covered waters.

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Solid and Hazardous Waste and Environmental Remediation

CERCLA authorizes response to releases or threatened releases of hazardous substances into the environment.

CERCLA authorities complement those of the RCRA, which primarily regulates ongoing hazardous waste handling and disposal.

Under CERCLA, generators and transporters of hazardous substances, as well as past and present owners and operators of hazardous waste sites, are strictly, jointly and severally liable for the cleanup costs of hazardous substances at sites, many of which are listed by the EPA on the National Priorities List.

These PRPs can be ordered to perform a cleanup, can be sued for costs associated with an EPA-directed

cleanup, may voluntarily settle with the EPA concerning their liability for cleanup costs, or may voluntarily begin a site investigation and site remediation under state oversight.

Most states have also enacted statutes that contain provisions substantially like CERCLA.

Such statutes apply in many states where we currently own or operate, or previously owned or operated facilities.

CERCLA authorizes response to releases or threatened releases of hazardous substances into the environment, while RCRA primarily regulates ongoing hazardous waste handling and disposal.

Under CERCLA, generators and transporters of hazardous substances, and past and present owners and operators of hazardous waste sites, are strictly, jointly and severally liable for the cleanup costs of hazardous substances at sites.

These PRPs can be ordered to perform a cleanup, can be sued for costs associated with an EPA-directed cleanup, may voluntarily settle with the EPA concerning their liability for cleanup costs, or may voluntarily begin a site investigation and site remediation under state oversight.

Most states have also enacted similar statutes that may apply in many states where we currently own or operate, or previously owned or operated facilities.

In addition, RCRA governs treatment, storage, and disposal of solid and hazardous waste and cleanup of sites where such activities were conducted.

Our operations have in the past, and may in the future, require substantial expenditures to comply with these federal and state environmental laws.

Under these laws, we may be liable for the costs of remediating environmental contamination of property now or formerly owned by us and of property contaminated by hazardous substances generated or transported by us.

We may be liable for the costs of remediating environmental contamination of property now or formerly owned by us and of property contaminated by hazardous substances generated or transported by us.

We own or lease several real estate parcels, including parcels on which our operations or the operations of others may have resulted in contamination by substances that are considered hazardous under environmental laws.

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Since our SNF storage pools generally do not have sufficient storage capacity for the life of the respective plant, we have developed dry cask storage facilities to support operations.

As of December 31, 2024, we had approximately 95,800 SNF assemblies (23,400 tons) stored on-site in SNF pools or dry cask storage.

All our nuclear sites have on-site dry cask storage.

On-site dry cask storage in concert with on-site storage pools can meet all current and future SNF storage requirements at each of our sites, including Crane, for the duration of both current and subsequent license periods of all stations and through decommissioning.

As of December 31, 2025, we had approximately 97,600 SNF assemblies (23,900 tons) stored on-site in SNF pools or dry cask storage.

For a discussion of matters associated with our contracts with the DOE for the disposal of SNF, see Note 18 — Commitments and Contingencies of the Combined Notes to Consolidated Financial Statements.

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LLRW is accumulated at each generating station and permanently disposed of at licensed disposal facilities.

The Federal Low-Level Radioactive Waste Policy Act of 1980 provides that states may enter agreements to provide regional disposal facilities for LLRW and restrict use of those facilities to waste generated within the region.

The Federal Low-Level Radioactive Waste Policy Act of 1980 provides that states may enter into agreements to provide regional disposal facilities for LLRW and restrict use of those facilities to waste generated within the region.

Illinois and Kentucky have entered into such an agreement, although neither state currently has an operational site, and none is anticipated to be operational for the next ten years.

We ship our Class A LLRW, which represents 93% of LLRW generated at our stations, to disposal facilities in Utah and South Carolina, which have enough storage capacity to store all Class A LLRW for the duration of both current and subsequent license periods for all the stations in our nuclear fleet.

The disposal facility in South Carolina at present is only receiving LLRW from LLRW generators in South Carolina, New Jersey (which includes Salem), and Connecticut.

We utilize on-site storage capacity at all our stations to store and stage for shipping Class B and Class C LLRW.

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We strive to create a workplace that is inclusive, innovative, and safe for our employees.

In order to provide the services and products that our customers expect, we focus on creating the best teams to foster teamwork, mutual respect and the empowerment of employees to be their authentic selves.

We strive to attract highly qualified talent and review our hiring, development and promotion practices to maintain equal opportunity and non-discriminatory processes.

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and (3) advancing the skills of workers by investing in training, reskilling, and upskilling programs.

We conducted an employee engagement survey during 2024 to gain insight into engagement and job satisfaction within our workforce.

We will use this and future surveys to help identify our successes and opportunities for growth.

We conducted an employee engagement survey in 2024 to gain insight into engagement and job satisfaction within our workforce, followed by a pulse survey in 2025.

We use these surveys to help identify our successes and opportunities for growth.

The survey results are shared with leaders at all levels and they are also part of action planning to increase engagement.

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We strive to prepare our workforce for the future and help our employees develop competencies to progress in their careers.

We work to continuously enhance the knowledge and skills of our workforce through formal assessments, feedback, coaching, mentoring, training, leadership development programs and development programs.

We work to continuously enhance the knowledge and skills of our workforce through formal assessments, feedback, coaching, mentoring, training, leadership and other development programs.

Well-Being and Benefits

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We provide opportunities for company-sponsored volunteerism and charitable matching gifts programs.

Our employees donated more than $5.3 million to non-profit organizations of their choice and provided more than 116,500 volunteer service hours in 2024.

Our employees donated $5.6 million to non-profit organizations of their choice and provided 128,900 volunteer service hours in 2025.

Next Generation of Talent

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Collective Bargaining Agreements

Approximately 25% of all employees participate in CBAs.

As of December 31, 2025 approximately 23% of all employees participate in CBAs.

The following table presents employee information, including information about CBAs, as of December 31, 2025:

Total Employees Covered by CBAs Total Number of CBAs

New and Renewed CBAs in 2024 (a)

Total Employees Covered by CBAs (a)

Total Number of CBAs (a)

New and Renewed CBAs in 2025 (b)

Total Employees Under New and Renewed CBAs in 2025

3,584 21 3 597

(a) Does not include CBAs that expired in 2024 but are operating under interim extension agreements while negotiations are ongoing for renewal.

(a) Does not include 8 CBAs that were assumed following the acquisition of Calpine in January 2026, representing 177 employees.

(b) Does not include CBAs that expired in 2025 but are operating under interim extension agreements while negotiations are ongoing for renewal.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business