Item 9A. Controls and Procedures
ITEM 9A. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
During the fourth quarter of 2025, our principal executive officer and principal financial officer, evaluated the effectiveness of our disclosure controls and procedures related to the recording, processing, summarizing, and reporting of information in periodic reports that we file or submit with the SEC. These disclosure controls and procedures have been designed to ensure that (a) information relating to our consolidated subsidiaries, is accumulated and made known to our management, including our principal executive officer and principal financial officer, by other employees as appropriate to allow timely decisions regarding required disclosure, and (b) this information is recorded, processed, summarized, and reported, as applicable, within the time periods specified in the SEC’s rules and forms. Due to the inherent limitations of control systems, not all misstatements may be detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Additionally, controls could be circumvented by the individual acts of some persons or by collusion of two or more people.
Accordingly, as of December 31, 2025, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective to accomplish their objectives.
Changes in Internal Control Over Financial Reporting
We continually strive to improve our disclosure controls and procedures to enhance the quality of our financial reporting and to maintain dynamic systems that change as conditions warrant. There have been no changes in internal control over financial reporting that occurred during the fourth quarter of 2025 that have materially affected, or are reasonably likely to materially affect, any of our internal control over financial reporting.
Internal Control Over Financial Reporting
Management is required to assess and report on the effectiveness of its internal control over financial reporting as of December 31, 2025. As a result of that assessment, management determined that there were no material weaknesses as of December 31, 2025 and, therefore, concluded that our internal control over financial reporting was effective. Management’s Report on Internal Control Over Financial Reporting is included in ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
ITEM 9B. OTHER INFORMATION
Rule 10b5-1 Trading Plans
During the three months ended December 31, 2025, none of our directors or executive officers (as defined in Rule 16a-1 under the Exchange Act) adopted or terminated any contract, instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement” (as defined in Item 408 under Regulation S-K of the Exchange Act).
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not Applicable.
PART III
Constellation Energy Generation, LLC meets the conditions set forth in General Instruction I(1)(a) and (b) of Form 10-K for a reduced disclosure format. Accordingly, all items in this section relating to Constellation are not presented.
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ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE
Information about our Executive Officers as of February 24, 2026
Name Age Position Period
Dominguez, Joseph 63 President and Chief Executive Officer 2022 – Present
President and Chief Executive Officer, Exelon Generation Company, LLC 2021 – 2022
Chief Executive Officer, ComEd 2018 – 2021
Smith, Shane 46 Executive Vice President and Chief Financial Officer 2026 – Present
Senior Vice President, Treasury and Credit and Treasurer 2022 – 2026
Vice President, Constellation Finance, Exelon 2020 – 2022
Eggers, Daniel 50 Senior Executive Vice President, Finance and Data Economy 2026 – Present
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
Novotny, Andrew 49 Senior Executive Vice President, Constellation Power Operations and President and CEO, Calpine 2026 – Present
President and CEO, Calpine 2024 – 2026
President and Chief Operating Officer, Calpine 2023 – 2024
Chief Operating Officer, Calpine 2021 – 2023
Executive Vice President, Commercial Operations, Calpine 2018 – 2021
Dardis, David 53 Senior Executive Vice President and Chief External Affairs and Growth Officer 2026 – Present
Executive Vice President and Chief Legal and Policy Officer 2022 – 2026
Executive Vice President and General Counsel 2022 – 2024
Executive Vice President and General Counsel, Exelon Generation Company, LLC 2021 – 2022
Senior Vice President and General Counsel, Exelon Generation Company, LLC 2020 – 2021
Hanson, Bryan C. 60 Senior Executive Vice President and Chief Generation Officer 2026 – Present
Executive Vice President and Chief Generation Officer 2022 – 2026
Executive Vice President and Chief Generation Officer, Exelon Generation Company, LLC 2020 – 2022
McHugh, James 54 Senior Executive Vice President and Chief Commercial Officer 2026 – Present
Executive Vice President and Chief Commercial Officer 2022 – 2026
Executive Vice President and Chief Commercial Officer, Exelon Generation Company, LLC 2021 – 2022
Executive Vice President, Exelon; Chief Executive Officer, competitive retail and commodities business, Exelon 2018 – 2021
Koehler, Michael R. 59 Executive Vice President and Chief Administration Officer 2022 – Present
Executive Vice President and Chief Administration Officer, Exelon Generation Company, LLC 2021 – 2022
Senior Vice President and Chief Information and Chief Digital Officer, Exelon 2016 – 2021
Bauer, Matthew 49 Senior Vice President and Controller 2022 – Present
Vice President and Controller, Exelon Generation Company, LLC 2016 – 2022
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Directors, Director Nomination Process and Audit Committee
The information required under ITEM 10 concerning directors and nominees for election as directors at the annual meeting of shareholders (Item 401 of Regulation S-K), the director nomination process (Item 407(c)(3)), the audit committee (Item 407(d)(4) and (d)(5)), and the beneficial reporting compliance (Sec. 16(a)) is incorporated herein by reference to information to be contained in our definitive 2026 proxy statement (2026 Constellation Proxy Statement) to be filed with the SEC on or before April 30, 2026 pursuant to Regulation 14A or 14C, as applicable, under the Securities Exchange Act of 1934.
Code of Conduct and Ethics
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. 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. 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.
Insider Trading Policy
The Company has adopted an insider trading policy that governs the purchase, sale, and/or other transactions of our securities by our directors, officers and employees. A copy of our insider trading policy is filed as Exhibit 19-1 to this Annual Report on Form 10-K. In addition, with regard to the Company’s trading in its own securities, it is the Company’s policy to comply with the federal securities laws and the applicable exchange listing requirements.
ITEM 11. EXECUTIVE COMPENSATION
The information required by this item will be set forth under “Executive Compensation Data” and “Report of the Compensation Committee” in the Constellation Proxy Statement for the 2026 Annual Meeting of Shareholders which is incorporated herein by reference.
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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The information required by this item will be set forth under “Ownership of Constellation Stock” in the Constellation Proxy Statement for the 2026 Annual Meeting of Shareholders which is incorporated herein by reference.
Securities Authorized for Issuance under Constellation Equity Compensation Plans
[A] [B] [C]
Number of securities to be issued upon exercise of outstanding Options, warrants and rights (Note 1) Weighted-average price of outstanding Options, warrants and rights Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column [A]) (Note 2)
Equity compensation plans approved by security holders 1,743,951 N/A 33,200,578
__________
(1) Balance includes outstanding performance shares and restricted stock units that were granted under the Constellation LTIP (including shares awarded under those plans and deferred into the stock deferral plan) and deferred stock units granted to directors as part of their compensation. Unvested performance shares are subject to performance metrics and to a credit rating modifier. In addition, pursuant to the terms of the Constellation LTIP plan, 50% of final payouts are made in the form of shares of common stock and 50% is made in form of in cash, or if the participant has exceeded 200% of their stock ownership requirement, 100% of the final payout is made in cash. For performance shares, the total includes the maximum number of shares that could be issued assuming all participants receive 50% of payouts in shares and assuming the performance and credit rating modifier metrics were both at maximum, representing best case performance, for a total of 742,646 shares. If the performance and total shareholder return modifier metrics were at “target”, the number of securities to be issued for such awards would be 371,323. The balance also includes 203,456 shares to be issued upon the conversion of deferred stock units awarded to members of the Constellation Board of Directors. Conversion of the deferred stock units to shares of common stock occurs after a director terminates service on the Constellation board.
(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.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
The additional information required by this item will be set forth under “Related Persons Transactions” and “Director Independence” in the Constellation Proxy Statement for the 2026 Annual Meeting of Shareholders which is incorporated herein by reference.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
The information required by this item will be set forth under “The Ratification of PricewaterhouseCoopers LLP as Constellation's Independent Registered Public Accounting Firm for 2026” in the Constellation Proxy Statement for the 2026 Annual Meeting of Shareholders which is incorporated herein by reference.
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PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
(a) The following documents are filed as a part of this report:
(1) Constellation Energy Corporation and Subsidiary Companies
(i) Financial Statements (Item 8):
Report of Independent Registered Public Accounting Firm dated February 24, 2026 of PricewaterhouseCoopers LLP (PCAOB ID 238)
Consolidated Statements of Operations and Comprehensive Income for the Years Ended December 31, 2025, 2024, and 2023
Consolidated Statements of Cash Flows for the Years Ended December 31, 2025, 2024, and 2023
Consolidated Balance Sheets at December 31, 2025 and 2024
Consolidated Statements of Changes in Equity for the Years Ended December 31, 2025, 2024, and 2023
Combined Notes to Consolidated Financial Statements
(ii) Financial Statement Schedule:
Schedule II—Valuation and Qualifying Accounts for the Years Ended December 31, 2025, 2024, and 2023
Schedules not included are omitted because of the absence of conditions under which they are required or because the required information is provided in the consolidated financial statements, including the notes thereto
Constellation Energy Corporation and Subsidiary Companies
Constellation Energy Generation, LLC and Subsidiary Companies
Schedule II – Valuation and Qualifying Accounts
Additions and adjustments
Description Balance at Beginning of Period
Charged to Costs and Expenses
Charged to Other Accounts
Deductions Balance at End of Period
(In millions)
For the year ended December 31, 2025
Allowance for credit losses $ 196 $ 49 $ 1 $ ( 79 ) (a)
$ 167
Deferred tax valuation allowance 3 — — — 3
Reserve for obsolete materials 238 — ( 1 ) ( 22 ) 215
For the year ended December 31, 2024
Allowance for credit losses $ 61 $ 18 $ 138 $ ( 21 ) (a)
$ 196
Deferred tax valuation allowance 10 ( 7 ) — — 3
Reserve for obsolete materials 246 ( 4 ) ( 4 ) — 238
For the year ended December 31, 2023
Allowance for credit losses $ 51 $ 25 $ — $ ( 15 ) (a)
$ 61
Deferred tax valuation allowance 11 — ( 1 ) — 10
Reserve for obsolete materials 238 8 9 ( 9 ) 246
__________
(a) Write-offs, net of recoveries of individual accounts receivable.
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(2) Constellation Energy Generation, LLC and Subsidiary Companies
(i) Financial Statements (Item 8):
Report of Independent Registered Public Accounting Firm dated February 24, 2026 of PricewaterhouseCoopers LLP (PCAOB ID 238 )
Consolidated Statements of Operations and Comprehensive Income for the Years Ended December 31, 2025, 2024, and 2023
Consolidated Statements of Cash Flows for the Years Ended December 31, 2025, 2024, and 2023
Consolidated Balance Sheets at December 31, 2025 and 2024
Consolidated Statements of Changes in Equity for the Years Ended December 31, 2025, 2024, and 2023
Combined Notes to Consolidated Financial Statements
(ii) Financial Statement Schedule:
Schedule II—Valuation and Qualifying Accounts for the Years Ended December 31, 2025, 2024, and 2023 (a)
Schedules not included are omitted because of the absence of conditions under which they are required or because the required information is provided in the consolidated financial statements, including the notes thereto
__________
(a) The Constellation Energy Generation, LLC Schedule II - Valuation and Qualifying Accounts for Years ended December 31, 2025, 2024, and 2023 is the same as the Constellation Energy Corporation Schedule II.
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Exhibits required by Item 601 of Regulation S-K:
Certain of the following exhibits are incorporated herein by reference under Rule 12b-32 of the Exchange Act.
Exhibit No. Description
(2) Plans of acquisition, reorganization, arrangement, liquidation, or succession
2.1
Separation Agreement, dated January 31, 2022, between Exelon and Constellation (File No. 001-41137, Form 8-K dated February 2, 2022, Exhibit 2.1)
2.2
Agreement and Plan of Merger, dated as of January 10, 2025, by and among Calpine Corporation, CPN CS Holdco Corp., CPN CKS Corp., Constellation Energy Corporation, Cascade Transco Inc., Cascade Transco – 1, LLC and Volt Energy Holdings GP, LLC, solely in its capacity as the representative of the stockholders of Calpine Corporation (File No. 001-41137, Form 8-K dated January 13, 2025, Exhibit 2.1)
(3) Articles of Incorporation and Bylaws
3.1
Amended and Restated Articles of Incorporation of Constellation Energy Corporation, effective January 31, 2022 (File No. 001-41137, Form 8-K dated February 2, 2022, Exhibit 3.1)
3.2
Second Amended and Restated Bylaws of Constellation Energy Corporation, effective July 26, 2022 (File No. 001-41137, Form 8-K dated July 29, 2022, Exhibit 3.1)
3.3
Amended and Restated Certificate of Organization, as amended, of Constellation (File No. 001-41137, Form 10-K dated February 25, 2022, Exhibit 3.3)
3.4
Amended and Restated Operating Agreement of Constellation (File No. 001-41137, Form 10-K dated February 25, 2022, Exhibit 3.4)
(4) Instruments Defining the Rights of Securities Holders, Including Indentures
4.1
Form of 5.60% Senior Note due 2042 issued by Constellation (File No. 333-85496, Form 8-K dated June 18, 2012, Exhibit 4.2)
4.2
Form of 6.000% Senior Notes due 2033 issued by Constellation (File No. 333-85496, Form 8-K dated September 30, 2013, Exhibit No. 4.1)
4.3
Indenture dated as of September 28, 2007 from Constellation to U.S. Bank National Association, as trustee (File No. 333-85496, Form 8-K dated September 28, 2007, Exhibit 4.1)
4.4
Form of 6.25% Constellation Senior Note due 2039 (File No. 333-85496, Form 8-K dated September 23, 2009, Exhibit 4.2)
4.5
Form of 5.75% Constellation Senior Note due 2041 (File No. 333-85496, Form 8-K dated September 30, 2010, Exhibit 4.2)
4.6
Indenture, dated as of September 30, 2013, among Continental Wind, LLC, the guarantors party thereto and Wilmington Trust, National Association, as trustee (File No. 333-85496, Form 8-K dated September 30, 2013, Exhibit 4.1)
4.7
Form of Constellation 3.250% Senior Notes due 2025 (File No. 333-85496, Form 8-K dated May 15, 2020, Exhibit 4.1)
4.8
Indenture, dated as of February 9, 2022, between Constellation and Deutsche Bank Trust Company Americas, as trustee (File No. 001-41137, Form 10-K dated February 25, 2022, Exhibit 4.11)
4.9
First Supplemental Indenture, dated as of February 9, 2022, between Constellation and Deutsche Bank Trust Company Americas, as trustee (File No. 001-41137, Form 10-K dated February 25, 2022, Exhibit 4.12)
4.10
Form of Constellation 3.046% Senior Notes due 2027 (incorporated by reference to Exhibit 4.9 filed herein)
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4.11
Facility Agreement, dated as of February 9, 2022, among Constellation, Fells Point Funding Trust and Deutsche Bank Trust Company Americas, as trustee (File No. 001-41137, Form 10-K dated February 25, 2022, Exhibit 4.14)
4.12
Letter of Credit Facility Agreement, dated February 9, 2022, among Constellation, Deutsche Bank Trust Company Americas, as administrative and collateral agent, and the various financial institutions from time to time parties thereto (File No. 001-41137, Form 10-K dated February 25, 2022, Exhibit 4.15)
4.13
Amended and Restated Declaration of Trust of Fells Point Funding Trust, dated as of February 9, 2022 (File No. 001-41137, Form 10-K dated February 25, 2022, Exhibit 4.16)
4.14
Pledge and Control Agreement, dated as of February 9, 2022, among Fells Point Funding Trust, Constellation, Deutsche Bank Company Americas, as collateral agent and securities intermediary (File No. 001-41137, Form 10-K dated February 25, 2022, Exhibit 4.17)
4.15
Form of Constellation Energy Generation, LLC 5.600% Senior Notes due 2028 (File No. 333-85496, Form 8-K dated February 24, 2023, Exhibit 4.1)
4.16
Form of Constellation Energy Generation, LLC 5.800% Senior Notes due 2033 (File No. 333-85496, Form 8-K dated February 24, 2023, Exhibit 4.2)
4.17
Form of Constellation Energy Generation, LLC 6.125% Senior Notes due January 15, 2034 (File No. 333-85496, Form 8-K dated September 29, 2023, Exhibit 4.1)
4.18
Form of Constellation Energy Generation, LLC 6.500% Senior Notes due October 1, 2053 (File No. 333-85496, Form 8-K dated September 29, 2023, Exhibit 4.2)
4.19
Form of Constellation Energy Generation, LLC 5.750% Green Senior Note due March 15, 2054 (File No. 001-41137, Form 8-K dated March 15, 2024, Exhibit 4.1)
4.20
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. 001-41137, Form 8-K dated January 7, 2026, Exhibit 4.1)
4.21
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. 001-41137, Form 8-K dated January 7, 2026, Exhibit 4.2)
4.22
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. 001-41137, Form 8-K dated January 7, 2026, Exhibit 4.3)
4.23
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. 001-41137, Form 8-K dated January 7, 2026, Exhibit 4.4)
4.24
First Supplemental Indenture, dated August 20, 2025, among Calpine Corporation, the guarantors party thereto and Wilmington Trust, National Association, as trustee (File No. 001-41137, Form 8-K dated January 7, 2026, Exhibit 4.5)
4.25
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. 001-41137, Form 8-K dated January 7, 2026, Exhibit 4.6)
4.26
First Supplemental Indenture, dated August 20, 2025, among Calpine Corporation, the guarantors party thereto and Wilmington Trust, National Association, as trustee (File No. 001-41137, Form 8-K dated January 7, 2026, Exhibit 4.7)
4.27
Form of Constellation Energy Generation, LLC Floating Rate Senior Notes due January 8, 2028 (File No. 333-85496, Form 8-K dated January 8, 2026, Exhibit 4.1)
4.28
Form of Constellation Energy Generation, LLC 3.900% Senior Notes due January 8, 2028 (File No. 333-85496, Form 8-K dated January 8, 2026, Exhibit 4.2)
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4.29
Form of Constellation Energy Generation, LLC 4.400% Senior Notes due January 15, 2031 (File No. 333-85496, Form 8-K dated January 8, 2026, Exhibit 4.3)
4.30
Form of Constellation Energy Generation, LLC 5.875% Senior Notes due January 15, 2066 (File No. 333-85496, Form 8-K dated January 8, 2026, Exhibit 4.4)
4. 31
First Supplemental Indenture, dated as of January 15, 2026, among Calpine Corporation and Wilmington Trust, National Association, as trustee (File No. 001-41137, Form 8-K dated January 15 , 2026, Exhibit 4. 1 )
4.3 2
First Supplemental Indenture, dated as of January 15, 2026, among Calpine Corporation and Wilmington Trust, National Association, as trustee (File No. 001-41137, Form 8-K dated January 15 , 2026, Exhibit 4. 2 )
4.3 3
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. 001-41137, Form 8-K dated January 15 , 2026, Exhibit 4. 3 )
4.3 4
Form of New 2029 Senior Note (File No. 001-41137, Form 8-K dated January 15 , 2026, Exhibit 4. 4 )
4.3 5
Form of New February 2031 Senior Note (File No. 001-41137, Form 8-K dated January 15 , 2026, Exhibit 4. 5 )
4.3 6
Form of New March 2031 Senior Note (File No. 001-41137, Form 8-K dated January 15 , 2026, Exhibit 4. 6 )
(10) Material Contracts
10.1
Transition Services Agreement, dated January 31, 2022, between Exelon and Constellation (File No. 001-41137, Form 8-K dated February 2, 2022, Exhibit 10.1)
10.2
Tax Matters Agreement, dated January 31, 2022, between Exelon and Constellation (File No. 001-41137, Form 8-K dated February 2, 2022, Exhibit 10.2)
10.3*
Employee Matters Agreement, dated January 31, 2022, between Exelon and Constellation (File No. 001-41137, Form 8-K dated February 2, 2022, Exhibit 10.3)
10.4
Credit Agreement, dated as of November 28, 2017, as thereafter amended and conformed among Constellation Renewables, LLC, Constellation Renewables Holding, LLC, Morgan Stanley Senior Funding, Inc. as administrative agent, Wilmington Trust, National Association, as depository bank and collateral agent, and the lenders and other agents party thereto. (Certain portions of this exhibit have been omitted by redacting a portion of text, as indicated by asterisks in the text. This exhibit has been filed separately with the U.S. Securities and Exchange Commission pursuant to a request for confidential treatment.) (File No. 001-16169, Form 10-K dated February 9, 2018, Exhibit 10.94)
10.5
Receivables Purchase Agreement, dated as of April 8, 2020, among Constellation NewEnergy, Inc. as servicer, and NewEnergy Receivables LLC, as seller, MUFG Bank, LTD., as Agent, the Conduits party thereto, the Financial Institutions party thereto and the Purchaser Agents party thereto (File No. 001-16169, Form 8-K dated April 9, 2020, Exhibit 10.1)
10.6
Credit Agreement, among Constellation Renewables, LLC, the lenders party thereto, Jefferies Finance LLC, as administrative agent, and Wilmington Trust, National Association, as depositary bank and collateral agent, dated December 15, 2020 (File No. 333-85496, Form 8-K dated December 15, 2020, Exhibit 1.1)
10.7
Amendment No. 2 to Receivables Purchase Agreement, dated as of March 29, 2021, among Constellation NewEnergy, Inc., as servicer, and NewEnergy Receivables LLC, as seller, MUFG Bank, LTD., as agent, the Conduits party thereto, the Financial Institutions party thereto and the Purchaser Agents party thereto (File No. 001-16169, Form 8-K, dated March 31, 2021, Exhibit 10.1)
10.8
Settlement Agreement, dated August 6, 2021, between Constellation and EDF Inc. (File No. 333-85496, Form 10-Q dated November 3, 2021, Exhibit 10.1)
10.9
364-Day Term Loan Credit Agreement, dated August 6, 2021, between Generation and Barclays Bank PLC (File No. 333-85496, Form 10-Q dated November 3, 2021, Exhibit 10.2)
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10.10
$3,500,000,000 Credit Agreement dated as of February 1, 2022, among Constellation Energy Generation, JPMorgan Chase Bank, N.A., as Administrative Agent, and various financial institutions, as lenders (File No. 001-41137, Form 10-K dated February 25, 2022, Exhibit 10.10)
10.11
Constellation Energy Corporation Non-Employee Deferred Stock Unit Plan (File No. 001-41137, Form 10-K dated February 25, 2022, Exhibit 10.11)
10.12
Constellation Energy Corporation Unfunded Deferred Compensation Plan for Directors (File No. 001-41137, Form 10-K dated February 25, 2022, Exhibit 10.12)
10.13
Constellation Energy Group Deferred Compensation Plan for Non-Employee Directors (File No. 001-41137, Form 10-K dated February 25, 2022, Exhibit 10.13)
10.14*
Constellation Energy Corporation Senior Management Severance Plan (File No. 001-41137, Form 10-K dated February 25, 2022, Exhibit 10.14)
10.15*
Constellation Energy Corporation Deferred Compensation Plan (File No. 001-41137, Form 10-K dated February 25, 2022, Exhibit 10.15)
10.16*
Constellation Energy Corporation Supplemental Management Retirement Plan (File No. 001-41137, Form 10-K dated February 25, 2022, Exhibit 10.16)
10.17
Constellation Energy Corporation PECO Supplemental Pension Benefit Plan (File No. 001-41137, Form 10-K dated February 25, 2022, Exhibit 10.17)
10.18*
Constellation Energy Group Nonqualified Deferred Compensation Plan (File No. 001-41137, Form 10-K dated February 25, 2022, Exhibit 10.18)
10.19
Constellation Energy Group Benefits Restoration Plan (File No. 001-41137, Form 10-K dated February 25, 2022, Exhibit 10.19)
10.20
Constellation Energy Corporation Supplemental Pension Plan (File No. 001-41137, Form 10-K dated February 25, 2022, Exhibit 10.20)
10.21*
Constellation Energy Corporation Long-Term Incentive Plan (File No. 001-41137, Form 10-K dated February 25, 2022, Exhibit 10.21)
10.22
Constellation Energy Corporation Employee Stock Purchase Plan (File No. 001-41137, Form 10-K dated February 25, 2022, Exhibit 10.22)
10.23*
Form of Restricted Stock Unit Retention Award under the Constellation Energy Corporation Long-Term Incentive Plan (File No. 001-41137, Form 10-K dated February 25, 2022, Exhibit 10.23)
10.24*
Form of Restricted Stock Unit Award under the Constellation Energy Corporation Long-Term Incentive Plan (File No. 001-41137, Form 10-K dated February 25, 2022, Exhibit 10.24)
10.25*
Form of Performance Share Award under the Constellation Energy Corporation Long-Term Incentive Plan (File No. 001-41137, Form 10-K dated February 25, 2022, Exhibit 10.25)
10.26*
Form of Separation Agreement under the Constellation Energy Corporation Senior Management Severance Plan (File No. 001-41137, Form 10-K dated February 25, 2022, Exhibit 10.26)
10.27
Amendment No. 3 to Receivables Purchase Agreement, dated as of August 16, 2022, among Constellation NewEnergy, Inc., as servicer, and NewEnergy Receivables LLC, as seller, MUFG Bank, LTD., as agent, the Conduits party thereto, the Financial Institutions party thereto and the Purchaser Agents party thereto (File No. 001-41137, Form 8-K, dated August 18, 2022, Exhibit 10.1)
10.28
Amended and Restated Credit Agreement dated as of June 14, 2024, among Constellation Energy Generation, JPMorgan Chase Bank, N.A., as Administrative Agent, and the various financial institutions signatory thereto (File No. 001-41137, Form 8-K dated June 14, 2024, Exhibit 1.1)
10.29
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. 001-41137, Form 10-K, dated February 18, 2025, Exhibit 10.29)
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10. 30
Loan Guarantee Agreement, dated as of November 17, 2025, by and between Constellation Energy Generation, LLC and the U.S. Department of Energy, in its capacity as guarantor and as loan servicer (File No. 001-41137, Form 8-K dated November 18, 2025, Exhibit 10.1)
10. 31
FFB Note Purchase Agreement, dated as of November 17, 2025, by and among Constellation Energy Generation, LLC, the U.S. Department of Energy and the Federal Financing Bank (File No. 001-41137, Form 8-K dated November 18, 2025, Exhibit 10.2)
10. 32
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. 001-41137, Form 8-K dated November 18, 2025, Exhibit 10.3)
10. 33
Registration Rights Agreement, dated January 7, 2026, by and among Constellation Energy Corporation and the parties thereto from time to time (File No. 001-41137, Form 8-K, dated January 7, 2026, Exhibit 10.1)
10. 34
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. 001-41137, Form 8-K, dated January 7, 2026, Exhibit 10.2 )
10. 35
Amendment No. 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. 001-41137, Form 8-K, dated January 7, 2026, Exhibit 10.3)
10. 36
Amendment No. 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. 001-41137, Form 8-K, dated January 7, 2026, Exhibit 10.4)
10. 37
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. 001-41137, Form 8-K, dated January 7, 2026, Exhibit 10.5)
10. 38
Amendment No. 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. 001-41137, Form 8-K, dated January 7, 2026, Exhibit 10.6)
10. 39
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. 001-41137, Form 8-K, dated January 7, 2026, Exhibit 10.7)
10. 40
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. 001-41137, Form 8-K, dated January 7, 2026, Exhibit 10.8)
10. 4 1
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. 001-41137, Form 8-K, dated January 7, 2026, Exhibit 10.9)
10.42**
Description of the Registrant's Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934
175
Table of Contents
(19) Insider trading policies and procedures
19.1
Insider Trading Policy (File No. 001-41137, Form 10-K dated February 27, 2024, Exhibit 19.1)
(21) Subsidiaries
21.1
Constellation Energy Corporation
21.2
Constellation Energy Generation, LLC
(23) Consent of Independent Registered Public Accountants
23.1
Constellation Energy Corporation
23.2
Constellation Energy Generation, LLC
(24) Power of Attorney (Constellation Energy Corporation)
24.1
Yves C. de Balmann
24.2
Bradley Halverson
24.3
Charles Harrington
24.4
Julie Holzrichter
24.5
Ashish Khandpur
24.6
Robert Lawless
24.7
John Richardson
24.8
Nneka Rimmer
24.9
Dhiaa Jamil
24.10
Eileen Paterson
24.11
Alan Armstrong
(97) Policy Relating to Recovery of Erroneously Awarded Compensation
97.1
Compensation Clawback Policy for Executive Officers (File No. 001-41137, Form 10-K dated February 27, 2024, Exhibit 97.1)
176
Table of Contents
Certifications Pursuant to Rule 13a-14(a) and 15d-14(a) of the Securities and Exchange Act of 1934 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:
Exhibit No. Description
31.1
Filed by Joseph Dominguez for Constellation Energy Corporation
31.2
Filed by Shane P. Smith for Constellation Energy Corporation
31.3
Filed by Joseph Dominguez for Constellation Energy Generation, LLC
31.4
Filed by Shane P. 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:
Exhibit No. Description
32.1
Filed by Joseph Dominguez for Constellation Energy Corporation
32.2
Filed by Shane P. Smith for Constellation Energy Corporation
32.3
Filed by Joseph Dominguez for Constellation Energy Generation, LLC
32.4
Filed by Shane P. Smith for Constellation Energy Generation, LLC
101.INS
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.
101.SCH Inline XBRL Taxonomy Extension Schema Document.
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
__________
* Management contract or compensatory plan or arrangement.
** Filed herewith.
ITEM 16. FORM 10-K SUMMARY
None.
177
Table of Contents
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on the 24th day of February, 2026.
CONSTELLATION ENERGY CORPORATION
By: /s/ JOSEPH DOMINGUEZ
Name: Joseph Dominguez
Title: President and Chief Executive Officer
Pursuant to the requirements of the Exchange Act, this report has been signed by the following persons on behalf of the Registrant and in the capacities indicated on the 24th day of February, 2026.
Signature Title
/s/ JOSEPH DOMINGUEZ President and Chief Executive Officer (Principal Executive Officer)
Joseph Dominguez
/s/ SHANE P. SMITH
Executive Vice President and Chief Financial Officer (Principal Financial Officer)
Shane P. Smith
/s/ MATTHEW N. BAUER Senior Vice President and Controller (Principal Accounting Officer)
Matthew N. Bauer
This annual report has also been signed below by David Dardis, Attorney-in-Fact, on behalf of the following Directors on the date indicated:
Yves C. de Balmann John Richardson
Bradley Halverson Nneka Rimmer
Charles Harrington Dhiaa Jamil
Julie Holzrichter Eileen Paterson
Ashish Khandpur Alan Armstrong
Robert Lawless
By: /s/ DAVID DARDIS February 24, 2026
Name: David Dardis
178
Table of Contents
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on the 24th day of February, 2026.
CONSTELLATION ENERGY GENERATION, LLC
By: /s/ JOSEPH DOMINGUEZ
Name: Joseph Dominguez
Title: President and Chief Executive Officer
Pursuant to the requirements of the Exchange Act, this report has been signed by the following persons on behalf of the Registrant and in the capacities indicated on the 24th day of February, 2026.
Signature Title
/s/ JOSEPH DOMINGUEZ President and Chief Executive Officer (Principal Executive Officer)
Joseph Dominguez
/s/ SHANE P. SMITH
Executive Vice President and Chief Financial Officer (Principal Financial Officer)
Shane P. Smith
/s/ MATTHEW N. BAUER Senior Vice President and Controller (Principal Accounting Officer)
Matthew N. Bauer
179