28 unchanged sentences
Chief Executive Officer, ComEd 2018 – 2021
−Removed: Eggers, Daniel 49 Executive Vice President and Chief Financial Officer 2022 - Present
+Added: Smith, Shane 46 Executive Vice President and Chief Financial Officer 2026 – Present
+Added: Senior Vice President, Treasury and Credit and Treasurer 2022 – 2026
+Added: Vice President, Constellation Finance, Exelon 2020 – 2022
+Added: Eggers, Daniel 50 Senior Executive Vice President, Finance and Data Economy 2026 – Present
+Added: Executive Vice President and Chief Financial Officer 2022 – 2026
Executive Vice President and Chief Financial Officer, Exelon Generation Company, LLC 2021 – 2022
Senior Vice President of Corporate Finance, Exelon 2018 – 2021
−Removed: Barrόn, Kathleen 54 Executive Vice President and Chief Strategy and Growth Officer 2024 - Present
−Removed: Executive Vice President and Chief Strategy Officer 2022 - 2024
−Removed: Executive Vice President and Chief Strategy Officer, Exelon Generation Company, LLC 2021 - 2022
−Removed: Executive Vice President of Government and Regulatory Affairs, Exelon 2018 - 2021
+Added: Novotny, Andrew 49 Senior Executive Vice President, Constellation Power Operations and President and CEO, Calpine 2026 – Present
+Added: President and CEO, Calpine 2024 – 2026
+Added: President and Chief Operating Officer, Calpine 2023 – 2024
+Added: Chief Operating Officer, Calpine 2021 – 2023
+Added: Executive Vice President, Commercial Operations, Calpine 2018 – 2021
+Added: Dardis, David 53 Senior Executive Vice President and Chief External Affairs and Growth Officer 2026 – Present
+Added: Executive Vice President and Chief Legal and Policy Officer 2022 – 2026
+Added: Executive Vice President and General Counsel 2022 – 2024
+Added: Executive Vice President and General Counsel, Exelon Generation Company, LLC 2021 – 2022
+Added: Senior Vice President and General Counsel, Exelon Generation Company, LLC 2020 – 2021
Hanson, Bryan C.
−Removed: 59 Executive Vice President and Chief Generation Officer 2022 - Present
+Added: 60 Senior Executive Vice President and Chief Generation Officer 2026 – Present
+Added: Executive Vice President and Chief Generation Officer 2022 – 2026
Executive Vice President and Chief Generation Officer, Exelon Generation Company, LLC 2020 – 2022
−Removed: President and Chief Nuclear Officer, Exelon Nuclear;
−Removed: Senior Vice President, Exelon Generation Company, LLC 2015 - 2020
+Added: McHugh, James 54 Senior Executive Vice President and Chief Commercial Officer 2026 – Present
+Added: Executive Vice President and Chief Commercial Officer 2022 – 2026
+Added: Executive Vice President and Chief Commercial Officer, Exelon Generation Company, LLC 2021 – 2022
+Added: Executive Vice President, Exelon;
+Added: Chief Executive Officer, competitive retail and commodities business, Exelon 2018 – 2021
Koehler, Michael R.
2 unchanged sentences
Senior Vice President and Chief Information and Chief Digital Officer, Exelon 2016 – 2021
−Removed: McHugh, James 53 Executive Vice President and Chief Commercial Officer 2022 - Present
−Removed: Executive Vice President and Chief Commercial Officer, Exelon Generation Company, LLC 2021 - 2022
−Removed: Executive Vice President, Exelon;
−Removed: Chief Executive Officer, competitive retail and commodities business, Exelon 2018 - 2021
−Removed: Dardis, David 52 Executive Vice President and Chief Legal and Policy Officer 2024 - Present
−Removed: Executive Vice President and General Counsel 2022 - 2024
−Removed: Executive Vice President and General Counsel, Exelon Generation Company, LLC 2021 - 2022
−Removed: Senior Vice President and General Counsel, Exelon Generation Company, LLC 2020 - 2021
−Removed: Senior Vice President and General Counsel, competitive retail and commodities business, Exelon 2016 - 2020
Bauer, Matthew 49 Senior Vice President and Controller 2022 – Present
5 unchanged sentences
In connection with the completion of the separation from Exelon, our Board of Directors adopted a code of conduct and ethics (Code of Ethics), effective February 1, 2022, that applies to all of our directors, officers and employees, including our principal executive officer, principal financial officer, principal accounting officer and persons performing similar functions.
−Removed: The Code of Ethics was updated in July 2024, as approved by the Board of Directors, and is available upon written request to our corporate secretary or on our website at www.ConstellationEnergy.com.
−Removed: If we amend provisions of our Code of Ethics that apply to, or grant a waiver from a provision of our Code of Ethics for any executive officer, we will publicly disclose such amendment or waiver on our website and as required by applicable law or regulation.
+Added: The Code of Ethics was updated in July 2024, as approved by the Board of Directors, and in February 2026 and is available upon written request to our corporate secretary or on our website at www.ConstellationEnergy.com.
+Added: If we amend provisions of our Code of Ethics that apply to, or grant a waiver from a provision of our Code of Ethics for, an executive officer, we will publicly disclose such amendment or waiver on our website and as required by applicable law or listing rules.
The information contained on, or accessible from, our website is not part of this annual report by reference or otherwise.
17 unchanged sentences
Conversion of the deferred stock units to shares of common stock occurs after a director terminates service on the Constellation board.
−Removed: (2) Includes 16,867,563 shares remaining available for issuance from the employee stock purchase plan and 16,318,229 shares remaining available for issuance to former Constellation employees with outstanding awards made under the prior Constellation LTIP.
+Added: (2) Includes 16,615,296 shares remaining available for issuance from the employee stock purchase plan and 16,585,282 shares remaining available for issuance to former Constellation employees with outstanding awards made under the Constellation LTIP.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
51 unchanged sentences
Certain of the following exhibits are incorporated herein by reference under Rule 12b-32 of the Exchange Act.
+Added: (2) Plans of acquisition, reorganization, arrangement, liquidation, or succession
Separation Agreement, dated January 31, 2022, between Exelon and Constellation (File No.
2 unchanged sentences
001-41137, Form 8-K dated January 13, 2025, Exhibit 2.1)
+Added: (3) Articles of Incorporation and Bylaws
Amended and Restated Articles of Incorporation of Constellation Energy Corporation, effective January 31, 2022 (File No.
6 unchanged sentences
001-41137, Form 10-K dated February 25, 2022, Exhibit 3.4)
+Added: (4) Instruments Defining the Rights of Securities Holders, Including Indentures
Form of 5.60% Senior Note due 2042 issued by Constellation (File No.
17 unchanged sentences
001-41137, Form 10-K dated February 25, 2022, Exhibit 4.12)
−Removed: Form of Constellation 3.046% Senior Notes due 2027 (incorporated by reference to Exhibit 4.
−Removed: 9 filed here in )
+Added: Form of Constellation 3.046% Senior Notes due 2027 (incorporated by reference to Exhibit 4.9 filed herein)
Facility Agreement, dated as of February 9, 2022, among Constellation, Fells Point Funding Trust and Deutsche Bank Trust Company Americas, as trustee (File No.
16 unchanged sentences
001-41137, Form 8-K dated March 15, 2024, Exhibit 4.1)
+Added: Indenture, dated December 27, 2019, between Calpine Corporation and Wilmington Trust, National Association, as trustee (including Form of 5.125% Senior Note due 2028) (File No.
+Added: 001-41137, Form 8-K dated January 7, 2026, Exhibit 4.1)
+Added: Indenture, dated August 10, 2020, between Calpine Corporation and Wilmington Trust, National Association, as trustee (including Form of 4.625% Senior Note due 2029) (File No.
+Added: 001-41137, Form 8-K dated January 7, 2026, Exhibit 4.2)
+Added: Indenture, dated August 10, 2020, between Calpine Corporation and Wilmington Trust, National Association, as trustee (including Form of 5.000% Senior Note due 2031) (File No.
+Added: 001-41137, Form 8-K dated January 7, 2026, Exhibit 4.3)
+Added: Indenture, dated December 20, 2019, among Calpine Corporation, the guarantors party thereto from time to time and Wilmington Trust, National Association, as trustee (including Form of 4.500% Senior Secured Notes due 2028) (File No.
+Added: 001-41137, Form 8-K dated January 7, 2026, Exhibit 4.4)
+Added: First Supplemental Indenture, dated August 20, 2025, among Calpine Corporation, the guarantors party thereto and Wilmington Trust, National Association, as trustee (File No.
+Added: 001-41137, Form 8-K dated January 7, 2026, Exhibit 4.5)
+Added: Indenture, dated December 16, 2020, among Calpine Corporation, the guarantors party thereto from time to time and Wilmington Trust, National Association, as trustee (including Form of 3.750% Senior Secured Notes due 2031) (File No.
+Added: 001-41137, Form 8-K dated January 7, 2026, Exhibit 4.6)
+Added: First Supplemental Indenture, dated August 20, 2025, among Calpine Corporation, the guarantors party thereto and Wilmington Trust, National Association, as trustee (File No.
+Added: 001-41137, Form 8-K dated January 7, 2026, Exhibit 4.7)
+Added: Form of Constellation Energy Generation, LLC Floating Rate Senior Notes due January 8, 2028 (File No.
+Added: 333-85496, Form 8-K dated January 8, 2026, Exhibit 4.1)
+Added: Form of Constellation Energy Generation, LLC 3.900% Senior Notes due January 8, 2028 (File No.
+Added: 333-85496, Form 8-K dated January 8, 2026, Exhibit 4.2)
+Added: Form of Constellation Energy Generation, LLC 4.400% Senior Notes due January 15, 2031 (File No.
+Added: 333-85496, Form 8-K dated January 8, 2026, Exhibit 4.3)
+Added: Form of Constellation Energy Generation, LLC 5.875% Senior Notes due January 15, 2066 (File No.
+Added: 333-85496, Form 8-K dated January 8, 2026, Exhibit 4.4)
+Added: First Supplemental Indenture, dated as of January 15, 2026, among Calpine Corporation and Wilmington Trust, National Association, as trustee (File No.
+Added: 001-41137, Form 8-K dated January 15 , 2026, Exhibit 4.
+Added: First Supplemental Indenture, dated as of January 15, 2026, among Calpine Corporation and Wilmington Trust, National Association, as trustee (File No.
+Added: 001-41137, Form 8-K dated January 15 , 2026, Exhibit 4.
+Added: Second Supplemental Indenture, dated as of January 15, 2026, among Calpine Corporation, the guarantors party thereto and Wilmington Trust, National Association, as trustee (File No.
+Added: 001-41137, Form 8-K dated January 15 , 2026, Exhibit 4.
+Added: Form of New 2029 Senior Note (File No.
+Added: 001-41137, Form 8-K dated January 15 , 2026, Exhibit 4.
+Added: Form of New February 2031 Senior Note (File No.
+Added: 001-41137, Form 8-K dated January 15 , 2026, Exhibit 4.
+Added: Form of New March 2031 Senior Note (File No.
+Added: 001-41137, Form 8-K dated January 15 , 2026, Exhibit 4.
+Added: (10) Material Contracts
Transition Services Agreement, dated January 31, 2022, between Exelon and Constellation (File No.
61 unchanged sentences
001-41137, Form 8-K dated June 14, 2024, Exhibit 1.1)
−Removed: Receivables Financing Agreement, dated as of December 31, 2024, by and among NewEnergy Receivables, LLC, the various financial institutions party thereto, MUFG Bank, Ltd., as Agent, and Constellation NewEnergy, Inc.
+Added: Receivables Financing Agreement, dated as of December 31, 2024, by and among NewEnergy Receivables, LLC, the various financial institutions party thereto, MUFG Bank, Ltd., as Agent, and Constellation NewEnergy, Inc (File No.
+Added: 001-41137, Form 10-K, dated February 18, 2025, Exhibit 10.29)
+Added: Loan Guarantee Agreement, dated as of November 17, 2025, by and between Constellation Energy Generation, LLC and the U.S.
+Added: Department of Energy, in its capacity as guarantor and as loan servicer (File No.
+Added: 001-41137, Form 8-K dated November 18, 2025, Exhibit 10.1)
+Added: FFB Note Purchase Agreement, dated as of November 17, 2025, by and among Constellation Energy Generation, LLC, the U.S.
+Added: Department of Energy and the Federal Financing Bank (File No.
+Added: 001-41137, Form 8-K dated November 18, 2025, Exhibit 10.2)
+Added: Future Advance Promissory Note dated as of November 17, 2025, issued by Constellation Energy Generation, LLC in favor of the Federal Financing Bank (File No.
+Added: 001-41137, Form 8-K dated November 18, 2025, Exhibit 10.3)
+Added: Registration Rights Agreement, dated January 7, 2026, by and among Constellation Energy Corporation and the parties thereto from time to time (File No.
+Added: 001-41137, Form 8-K, dated January 7, 2026, Exhibit 10.1)
+Added: Credit Agreement, dated December 15, 2017, among Calpine Construction Finance Company, L.P., as borrower, the lenders party thereto from time to time, and Credit Suisse AG, Cayman Islands Branch, as administrative agent and collateral agent (File No.
+Added: 001-41137, Form 8-K, dated January 7, 2026, Exhibit 10.2 )
+Added: Amendment No.
+Added: 3 to Credit Agreement, dated August 2, 2023, among Calpine Construction Finance Company, L.P., as borrower, the lenders party thereto, and Credit Suisse AG, Cayman Islands Branch, as administrative agent and collateral agent (File No.
+Added: 001-41137, Form 8-K, dated January 7, 2026, Exhibit 10.3)
+Added: Amendment No.
+Added: 4 to Credit Agreement, dated June 6, 2024, among Calpine Construction Finance Company, L.P., as borrower, the lenders party thereto, and Citibank, N.A., as administrative agent and collateral agent (File No.
+Added: 001-41137, Form 8-K, dated January 7, 2026, Exhibit 10.4)
+Added: 2024 Incremental Term Loan Commitment Supplement, dated September 16, 2024, among Calpine Construction Finance Company, L.P., as borrower, the lenders party thereto, and Citibank, N.A., as administrative agent and collateral agent (File No.
+Added: 001-41137, Form 8-K, dated January 7, 2026, Exhibit 10.5)
+Added: Amendment No.
+Added: 5 to Credit Agreement, dated November 18, 2025, among Calpine Construction Finance Company, L.P., as borrower, the lenders party thereto, and Citibank, N.A., as administrative agent and collateral agent (File No.
+Added: 001-41137, Form 8-K, dated January 7, 2026, Exhibit 10.6)
+Added: Credit Agreement, dated June 9, 2020, among Geysers Power Company, LLC, the guarantors party thereto, MUFG Bank, Ltd, as administrative agent, MUFG Union Bank, N.A., as first lien collateral agent, and the lenders and issuing banks parties thereto (File No.
+Added: 001-41137, Form 8-K, dated January 7, 2026, Exhibit 10.7)
+Added: Omnibus Amendment Agreement, dated November 9, 2021, among Geysers Power Company, LLC, the guarantors party thereto, MUFG Bank, Ltd, as administrative agent, MUFG Union Bank, N.A., as first lien collateral agent, and the lenders and issuing banks parties thereto (File No.
+Added: 001-41137, Form 8-K, dated January 7, 2026, Exhibit 10.8)
+Added: Second Omnibus Amendment Agreement, dated May 31, 2022, among Geysers Power Company, LLC, the guarantors party thereto, MUFG Bank, Ltd, as administrative agent, MUFG Union Bank, N.A., as first lien collateral agent, and the lenders and issuing banks parties thereto (File No.
+Added: 001-41137, Form 8-K, dated January 7, 2026, Exhibit 10.9)
+Added: Description of the Registrant's Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934
+Added: (19) Insider trading policies and procedures
Insider Trading Policy (File No.
001-41137, Form 10-K dated February 27, 2024, Exhibit 19.1)
+Added: (21) Subsidiaries
Constellation Energy Corporation
11 unchanged sentences
Eileen Paterson
−Removed: P eter Oppenheimer
+Added: Alan Armstrong
+Added: (97) Policy Relating to Recovery of Erroneously Awarded Compensation
Compensation Clawback Policy for Executive Officers (File No.
2 unchanged sentences
Filed by Joseph Dominguez for Constellation Energy Corporation
−Removed: Filed by Daniel L.
−Removed: Eggers for Constellation Energy Corporation
+Added: Filed by Shane P.
+Added: Smith for Constellation Energy Corporation
Filed by Joseph Dominguez for Constellation Energy Generation, LLC
−Removed: Filed by Daniel L.
−Removed: Eggers for Constellation Energy Generation, LLC
+Added: Filed by Shane P.
+Added: Smith for Constellation Energy Generation, LLC
Certifications Pursuant to Section 1350 of Chapter 63 of Title 18 United States Code as to the Annual Report on Form 10-K for the year ended December 31, 2025 filed by the following officers for the following registrants:
Filed by Joseph Dominguez for Constellation Energy Corporation
−Removed: Filed by Daniel L.
−Removed: Eggers for Constellation Energy Corporation
+Added: Filed by Shane P.
+Added: Smith for Constellation Energy Corporation
Filed by Joseph Dominguez for Constellation Energy Generation, LLC
−Removed: Filed by Daniel L.
−Removed: Eggers for Constellation Energy Generation, LLC
+Added: Filed by Shane P.
+Added: Smith for Constellation Energy Generation, LLC
Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
17 unchanged sentences
Joseph Dominguez
−Removed: /s/ DANIEL L.
−Removed: EGGERS Executive Vice President and Chief Financial Officer (Principal Financial Officer)
+Added: Executive Vice President and Chief Financial Officer (Principal Financial Officer)
/s/ MATTHEW N.
5 unchanged sentences
Julie Holzrichter Eileen Paterson
−Removed: Ashish Khandpur Peter Oppenheimer
+Added: Ashish Khandpur Alan Armstrong
Robert Lawless
9 unchanged sentences
Joseph Dominguez
−Removed: /s/ DANIEL L.
−Removed: EGGERS Executive Vice President and Chief Financial Officer (Principal Financial Officer)
+Added: Executive Vice President and Chief Financial Officer (Principal Financial Officer)
/s/ MATTHEW N.
1 unchanged sentence
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.