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SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Constellation Energy Corporation
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
| August 7, 2025 |
ceg-20250807992 Earnings Conference Call Second Quarter 2025 August 7, 2025 This presentation contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that are subject to risks and uncertainties. |
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| August 7, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 August 7, 2025 Date of Report (Date of earliest event reported) Commission File Number Name of Registrant; State or Other Jurisdiction of Incorporation; Address of Principal Executive Offices; and Telephone Number IRS Employer Identi |
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| August 7, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number Name of Registrant; State or Other Jurisdiction of Incorporation; |
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| August 7, 2025 |
CONSTELLATION REPORTS SECOND QUARTER 2025 RESULTS Exhibit 99.1 News Release Contact: Linsey Wisniewski Corporate Communications 667-218-7700 Emily Duncan Investor Relations 833-447-2783 CONSTELLATION REPORTS SECOND QUARTER 2025 RESULTS Earnings Release Highlights •GAAP Net Income of $2.67 per share and Adjusted (non-GAAP) Operating Earnings of $1.91 per share for the second quarter of 2025 •Signed 20-year deal with Meta for full output of Clinton |
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| July 22, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 July 22, 2025 Date of Report (Date of earliest event reported) Commission File Number Name of Registrant; State or Other Jurisdiction of Incorporation; Address of Principal Executive Offices; and Telephone Number IRS Employer Identif |
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| June 18, 2025 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K x ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2024 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-41137 CONSTELLATION EMPLOYEE SAVINGS PLAN (Full title of the |
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| May 6, 2025 |
CONSTELLATION REPORTS FIRST QUARTER 2025 RESULTS Exhibit 99.1 News Release Contact: Linsey Wisniewski Corporate Communications 667-218-7700 Emily Duncan Investor Relations 833-447-2783 CONSTELLATION REPORTS FIRST QUARTER 2025 RESULTS Earnings Release Highlights •GAAP Net Income of $0.38 per share and Adjusted (non-GAAP) Operating Earnings of $2.14 per share for the first quarter of 2025 •Reaffirming full-year 2025 Adjusted (non-GAAP) Operating E |
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| May 6, 2025 |
ceg-20250331x10qxexh102 Page 1 EXHIBIT A Constellation 2022 Long-Term Incentive Plan Non-Employee Director Restricted Stock Unit Award Notice [PARTICIPANTNAME] Award Number: [DIRECTORGRANTNUMBER] You have been granted a restricted stock unit award with respect to shares of Common Stock, without par value, of Constellation Energy Corporation, a Pennsylvania corporation (the “Company”), pursuant to the terms and conditions of the Constellation 2022 Long-Term Incentive Plan (the “Plan”) and the Restricted Stock Unit Award Agreement (together with this Award Notice, the “Agreement”). |
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| May 6, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number Name of Registrant; State or Other Jurisdiction of Incorporation; |
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| May 6, 2025 |
Constellation Energy Corporation Non-Employee Director Deferred Stock Unit Plan ceg-20250331x10qxexh101 CONSTELLATION NON-EMPLOYEE DIRECTORS’ DEFERRED STOCK UNIT PROGRAM Amended and Restated Effective December 10, 2024 1. |
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| May 6, 2025 |
Earnings Conference Call First Quarter 2025 May 6, 2025 This presentation contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that are subject to risks and uncertainties. |
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| May 6, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 May 6, 2025 Date of Report (Date of earliest event reported) Commission File Number Name of Registrant; State or Other Jurisdiction of Incorporation; Address of Principal Executive Offices; and Telephone Number IRS Employer Identific |
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| May 1, 2025 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 April 29, 2025 Date of Report (Date of earliest event reported) Commission File Number Name of Registrant; State or Other Jurisdiction of Incorporation; Address of Principal Executive Offices; and Telephone Number IRS Employer Identi |
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| March 19, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☒ Filed by the Registrant ☐ Filed by a Party other than the Registrant Check the appropriate box: ☐ Preliminary Proxy Statement ☐ CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(e)(2)) ☐ Defin |
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| March 19, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☒ Filed by the Registrant ☐ Filed by a Party other than the Registrant Check the appropriate box: ☐ Preliminary Proxy Statement ☐ CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(e)(2)) ☒ Defin |
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| February 18, 2025 |
Exhibit 24.3 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS that I, Charles Harrington, do hereby appoint Joseph Dominguez and David Dardis, or either of them, attorney for me and in my name and on my behalf to sign the annual Securities and Exchange Commission report on Form 10-K for 2024 of Constellation Energy Corporation, together with any amendments thereto, to be filed with the Securities |
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| February 18, 2025 |
CONSTELLATION REPORTS FOURTH QUARTER AND FULL YEAR 2024 RESULTS Exhibit 99.1 News Release Contact: Paul Adams Corporate Communications 667-218-7700 Emily Duncan Investor Relations 833-447-2783 CONSTELLATION REPORTS FOURTH QUARTER AND FULL YEAR 2024 RESULTS Earnings Release Highlights •GAAP Net Income of $2.71 per share and Adjusted (non-GAAP) Operating Earnings of $2.44 per share for the fourth quarter of 2024. GAAP Net Income of $11.89 per share and Adjusted |
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| February 18, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number Name of Registrant; State or Other Jurisdiction of Incorporation; Addr |
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| February 18, 2025 |
Exhibit 24.6 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS that I, Robert Lawless, do hereby appoint Joseph Dominguez and David Dardis, or either of them, attorney for me and in my name and on my behalf to sign the annual Securities and Exchange Commission report on Form 10-K for 2024 of Constellation Energy Corporation, together with any amendments thereto, to be filed with the Securities and |
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| February 18, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 February 18, 2025 Date of Report (Date of earliest event reported) Commission File Number Name of Registrant; State or Other Jurisdiction of Incorporation; Address of Principal Executive Offices; and Telephone Number IRS Employer Ide |
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| February 18, 2025 |
Exhibit 24.11 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS that I, Peter Oppenheimer, do hereby appoint Joseph Dominguez and David Dardis, or either of them, attorney for me and in my name and on my behalf to sign the annual Securities and Exchange Commission report on Form 10-K for 2024 of Constellation Energy Corporation, together with any amendments thereto, to be filed with the Securities |
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| February 18, 2025 |
Exhibit 24.10 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS that I, Eileen Paterson, do hereby appoint Joseph Dominguez and David Dardis, or either of them, attorney for me and in my name and on my behalf to sign the annual Securities and Exchange Commission report on Form 10-K for 2024 of Constellation Energy Corporation, together with any amendments thereto, to be filed with the Securities an |
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| February 18, 2025 |
Constellation Energy Generation, LLC Exhibit 21.2 Constellation Energy Generation, LLC (50% and Greater) 12/31/2024 Subsidiary Jurisdiction 2014 ESA HoldCo, LLC Delaware 2014 ESA Project Company, LLC Delaware 2015 ESA Holdco, LLC Delaware 2015 ESA Investco, LLC Delaware 2015 ESA Project Company, LLC Delaware A/C Fuels Company Pennsylvania Arise Energy, LLC Pennsylvania AV Solar Ranch 1, LLC Delaware AVSR Holding, LLC Delaware AVSR, L |
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| February 18, 2025 |
Exhibit 24.2 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS that I, Bradley Halverson, do hereby appoint Joseph Dominguez and David Dardis, or either of them, attorney for me and in my name and on my behalf to sign the annual Securities and Exchange Commission report on Form 10-K for 2024 of Constellation Energy Corporation, together with any amendments thereto, to be filed with the Securities a |
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| February 18, 2025 |
Exhibit 24.7 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS that I, John Richardson, do hereby appoint Joseph Dominguez and David Dardis, or either of them, attorney for me and in my name and on my behalf to sign the annual Securities and Exchange Commission report on Form 10-K for 2024 of Constellation Energy Corporation, together with any amendments thereto, to be filed with the Securities and |
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| February 18, 2025 |
Exhibit 24.1 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS that I, Yves C. de Balmann, do hereby appoint Joseph Dominguez and David Dardis, or either of them, attorney for me and in my name and on my behalf to sign the annual Securities and Exchange Commission report on Form 10-K for 2024 of Constellation Energy Corporation, together with any amendments thereto, to be filed with the Securities |
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| February 18, 2025 |
Constellation Energy Corporation Exhibit 21.1 Constellation Energy Corporation (50% and Greater) 12/31/2024 Subsidiary Jurisdiction 2014 ESA HoldCo, LLC Delaware 2014 ESA Project Company, LLC Delaware 2015 ESA Holdco, LLC Delaware 2015 ESA Investco, LLC Delaware 2015 ESA Project Company, LLC Delaware A/C Fuels Company Pennsylvania Arise Energy, LLC Pennsylvania AV Solar Ranch 1, LLC Delaware AVSR Holding, LLC Delaware AVSR, LLC D |
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| February 18, 2025 |
Exhibit 24.5 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS that I, Ashish Khandpur, do hereby appoint Joseph Dominguez and David Dardis, or either of them, attorney for me and in my name and on my behalf to sign the annual Securities and Exchange Commission report on Form 10-K for 2024 of Constellation Energy Corporation, together with any amendments thereto, to be filed with the Securities and |
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| February 18, 2025 |
EXECUTION VERSION 773058473 19636993 RECEIVABLES FINANCING AGREEMENT Dated as of December 31, 2024 by and among NEWENERGY RECEIVABLES LLC, as Borrower, THE PERSONS FROM TIME TO TIME PARTY HERETO, as Co-Arrangers, Lenders and as Group Agents, MUFG BANK, LTD. |
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| February 18, 2025 |
Exhibit 24.4 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS that I, Julie Holzrichter, do hereby appoint Joseph Dominguez and David Dardis, or either of them, attorney for me and in my name and on my behalf to sign the annual Securities and Exchange Commission report on Form 10-K for 2024 of Constellation Energy Corporation, together with any amendments thereto, to be filed with the Securities a |
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| February 18, 2025 |
Exhibit 24.9 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS that I, Dhiaa Jamil, do hereby appoint Joseph Dominguez and David Dardis, or either of them, attorney for me and in my name and on my behalf to sign the annual Securities and Exchange Commission report on Form 10-K for 2024 of Constellation Energy Corporation, together with any amendments thereto, to be filed with the Securities and Exc |
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| February 18, 2025 |
Exhibit 24.8 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS that I, Nneka Rimmer, do hereby appoint Joseph Dominguez and David Dardis, or either of them, attorney for me and in my name and on my behalf to sign the annual Securities and Exchange Commission report on Form 10-K for 2024 of Constellation Energy Corporation, together with any amendments thereto, to be filed with the Securities and Ex |
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| January 13, 2025 |
Execution Version AGREEMENT AND PLAN OF MERGER among CALPINE CORPORATION, CPN CS HOLDCO CORP. |
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| January 13, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 January 10, 2025 Date of Report (Date of earliest event reported) Commission File Number Name of Registrant; State or Other Jurisdiction of Incorporation; Address of Principal Executive Offices; and Telephone Number IRS Employer Iden |
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| January 10, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 January 10, 2025 Date of Report (Date of earliest event reported) Commission File Number Name of Registrant; State or Other Jurisdiction of Incorporation; Address of Principal Executive Offices; and Telephone Number IRS Employer Iden |
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| January 10, 2025 |
Constellation Acquisition of Calpine: Creating the Right Company at the Right Time January 10, 2025 This presentation contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that are subject to risks and uncertainties. |
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| January 10, 2025 |
1 Contacts: Paul Adams Constellation Communications 667-218-7700 [email protected] Brett Kerr Calpine External Affairs 713-830-8809 [email protected] ECP FGS Global Nick Rust / Akash Lodh [email protected] FOR IMMEDIATE RELEASE CONSTELLATION TO ACQUIRE CALPINE; CREATES AMERICA’S LEADING PRODUCER OF CLEAN AND RELIABLE ENERGY TO MEET GROWING DEMAND FOR CUSTOMERS AND COMMUNITIES Const |
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| December 18, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K/A x ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2022 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-41137 CONSTELLATION EMPLOYEE SAVINGS PLAN (Full title of t |
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| December 13, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 December 9, 2024 Date of Report (Date of earliest event reported) Commission File Number Name of Registrant; State or Other Jurisdiction of Incorporation; Address of Principal Executive Offices; and Telephone Number IRS Employer Iden |
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| December 13, 2024 |
ceg-202412098kexh991 1 Contact: Dave Snyder Constellation Communications 667-218-7700 david. |
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| November 4, 2024 |
CONSTELLATION REPORTS THIRD QUARTER 2024 RESULTS Exhibit 99.1 News Release Contact: Paul Adams Corporate Communications 667-218-7700 Emily Duncan Investor Relations 833-447-2783 CONSTELLATION REPORTS THIRD QUARTER 2024 RESULTS Earnings Release Highlights •GAAP Net Income of $3.82 per share and Adjusted (non-GAAP) Operating Earnings of $2.74 per share for the third quarter of 2024 •Raising midpoint and narrowing full-year 2024 Adjusted (non-GAAP) |
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| November 4, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 November 4, 2024 Date of Report (Date of earliest event reported) Commission File Number Name of Registrant; State or Other Jurisdiction of Incorporation; Address of Principal Executive Offices; and Telephone Number IRS Employer Iden |
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| November 4, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number Name of Registrant; State or Other Jurisdiction of Incorporat |
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| November 4, 2024 |
Earnings Conference Call Third Quarter 2024 November 4, 2024 This presentation contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that are subject to risks and uncertainties. |
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| September 20, 2024 |
Regulation FD Disclosure, Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 September 20, 2024 Date of Report (Date of earliest event reported) Commission File Number Name of Registrant; State or Other Jurisdiction of Incorporation; Address of Principal Executive Offices; and Telephone Number IRS Employer Id |
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| September 20, 2024 |
Crane Clean Energy Center – Meeting the Country’s Needs for Clean and Reliable Generation September 20, 2024 This presentation contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that are subject to risks and uncertainties. |
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| September 20, 2024 |
1 Contact: Paul Adams Constellation Communications 667-218-7700 [email protected] CONSTELLATION TO LAUNCH CRANE CLEAN ENERGY CENTER, RESTORING JOBS AND CARBON-FREE POWER TO THE GRID Constellation signs its largest-ever power purchase agreement with Microsoft, a deal that will restore TMI Unit 1 to service and keep it online for decades; add approximately 835 megawatts of carbon-free ene |
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| August 6, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 August 6, 2024 Date of Report (Date of earliest event reported) Commission File Number Name of Registrant; State or Other Jurisdiction of Incorporation; Address of Principal Executive Offices; and Telephone Number IRS Employer Identi |
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| August 6, 2024 |
Earnings Conference Call Second Quarter 2024 August 6, 2024 This presentation contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that are subject to risks and uncertainties. |
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| August 6, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number Name of Registrant; State or Other Jurisdiction of Incorporation; |
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| August 6, 2024 |
CONSTELLATION REPORTS SECOND QUARTER 2024 RESULTS Exhibit 99.1 News Release Contact: Paul Adams Corporate Communications 667-218-7700 Emily Duncan Investor Relations 833-447-2783 CONSTELLATION REPORTS SECOND QUARTER 2024 RESULTS Earnings Release Highlights •GAAP Net Income of $2.58 per share and Adjusted (non-GAAP) Operating Earnings of $1.68 per share for the second quarter of 2024 •Raising full-year 2024 Adjusted (non-GAAP) Operating Earnings g |
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| July 30, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 July 30, 2024 Date of Report (Date of earliest event reported) Commission File Number Name of Registrant; State or Other Jurisdiction of Incorporation; Address of Principal Executive Offices; and Telephone Number IRS Employer Identif |
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| June 25, 2024 |
Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 Registration Statement Under the Securities Act of 1933 Constellation Energy Corporation (Exact name of registrant as specified in its charter) Pennsylvania (State or other jurisdiction of incorporation or organization) 87-1210716 (I.R.S. Employer Identification No.) 1310 Point Street Baltimore, |
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| June 25, 2024 |
Exhibit 107 Calculation of Filing Fee Tables FORM S-8 Registration Statement Under the Securities Act of 1933 (Form Type) Constellation Energy Corporation (Exact Name of Registrant as Specified in its Charter) Not Applicable (Translation of Registrant’s Name into English) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule |
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| June 20, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K x ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2023 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-41137 CONSTELLATION EMPLOYEE SAVINGS PLAN (Full title of the |
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| May 9, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number Name of Registrant; State or Other Jurisdiction of Incorporation; |
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| May 9, 2024 |
Earnings Conference Call First Quarter 2024 May 9, 2024 This presentation contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that are subject to risks and uncertainties. |
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| May 9, 2024 |
CONSTELLATION REPORTS FIRST QUARTER 2024 RESULTS Exhibit 99.1 News Release Contact: Paul Adams Corporate Communications 667-218-7700 Emily Duncan Investor Relations 833-447-2783 CONSTELLATION REPORTS FIRST QUARTER 2024 RESULTS Earnings Release Highlights •GAAP Net Income of $2.78 per share and Adjusted (non-GAAP) Operating Earnings of $1.82 per share for the first quarter of 2024 •Affirming full-year 2024 Adjusted (non-GAAP) Operating Earnings g |
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| May 9, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 May 9, 2024 Date of Report (Date of earliest event reported) Commission File Number Name of Registrant; State or Other Jurisdiction of Incorporation; Address of Principal Executive Offices; and Telephone Number IRS Employer Identific |
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| May 3, 2024 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 April 30, 2024 Date of Report (Date of earliest event reported) Commission File Number Name of Registrant; State or Other Jurisdiction of Incorporation; Address of Principal Executive Offices; and Telephone Number IRS Employer Identi |
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| March 20, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☒ Filed by the Registrant ☐ Filed by a Party other than the Registrant Check the appropriate box: ☐ Preliminary Proxy Statement ☐ CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(e)(2)) ☐ Defin |
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| March 20, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☒ Filed by the Registrant ☐ Filed by a Party other than the Registrant Check the appropriate box: ☐ Preliminary Proxy Statement ☐ CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(e)(2)) ☒ Defin |
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| February 27, 2024 |
Compensation Clawback Policy for E CONSTELLATION ENERGY CORPORATION COMPENSATION CLAWBACK POLICY FOR EXECUTIVE OFFICERS Effective November 1, 2023 1. |
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| February 27, 2024 |
Constellation Energy Corporation Exhibit 21.1 Constellation Energy Corporation (50% and Greater) 12/31/2023 Subsidiary Jurisdiction 2014 ESA HoldCo, LLC Delaware 2014 ESA Project Company, LLC Delaware 2015 ESA Holdco, LLC Delaware 2015 ESA Investco, LLC Delaware 2015 ESA Project Company, LLC Delaware A/C Fuels Company Pennsylvania AV Solar Ranch 1, LLC Delaware AVSR Holding, LLC Delaware AVSR, LLC Delaware Beebe 1B Renewable Ener |
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| February 27, 2024 |
Exhibit 24.4 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS that I, Bradley Halverson, do hereby appoint Joseph Dominguez and David Dardis, or either of them, attorney for me and in my name and on my behalf to sign the annual Securities and Exchange Commission report on Form 10-K for 2023 of Constellation Energy Corporation, together with any amendments thereto, to be filed with the Securities a |
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| February 27, 2024 |
Exhibit 24.1 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS that I, Laurie Brlas, do hereby appoint Joseph Dominguez and David Dardis, or either of them, attorney for me and in my name and on my behalf to sign the annual Securities and Exchange Commission report on Form 10-K for 2023 of Constellation Energy Corporation, together with any amendments thereto, to be filed with the Securities and Ex |
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| February 27, 2024 |
Exhibit 24.10 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS that I, Dhiaa Jamil, do hereby appoint Joseph Dominguez and David Dardis, or either of them, attorney for me and in my name and on my behalf to sign the annual Securities and Exchange Commission report on Form 10-K for 2023 of Constellation Energy Corporation, together with any amendments thereto, to be filed with the Securities and Ex |
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| February 27, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number Name of Registrant; State or Other Jurisdiction of Incorporation; Addr |
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| February 27, 2024 |
CONSTELLATION REPORTS FOURTH QUARTER AND FULL YEAR 2023 RESULTS Exhibit 99.1 News Release Contact: Emily Duncan Investor Relations 833-447-2783 [email protected] Paul Adams Corporate Communications 667-218-7700 [email protected] CONSTELLATION REPORTS FOURTH QUARTER AND FULL YEAR 2023 RESULTS Earnings Release Highlights •GAAP Net Loss of ($36) million and Adjusted EBITDA (non-GAAP) of $1,137 million for the fourth quarter of 2023. G |
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| February 27, 2024 |
Exhibit 24.5 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS that I, Charles Harrington, do hereby appoint Joseph Dominguez and David Dardis, or either of them, attorney for me and in my name and on my behalf to sign the annual Securities and Exchange Commission report on Form 10-K for 2023 of Constellation Energy Corporation, together with any amendments thereto, to be filed with the Securities |
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| February 27, 2024 |
Constellation Energy Generation, LLC Exhibit 21.2 Constellation Energy Generation, LLC (50% and Greater) 12/31/2023 Subsidiary Jurisdiction 2014 ESA HoldCo, LLC Delaware 2014 ESA Project Company, LLC Delaware 2015 ESA Holdco, LLC Delaware 2015 ESA Investco, LLC Delaware 2015 ESA Project Company, LLC Delaware A/C Fuels Company Pennsylvania AV Solar Ranch 1, LLC Delaware AVSR Holding, LLC Delaware AVSR, LLC Delaware Beebe 1B Renewable |
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| February 27, 2024 |
Exhibit 24.3 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS that I, Nneka Rimmer, do hereby appoint Joseph Dominguez and David Dardis, or either of them, attorney for me and in my name and on my behalf to sign the annual Securities and Exchange Commission report on Form 10-K for 2023 of Constellation Energy Corporation, together with any amendments thereto, to be filed with the Securities and Ex |
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| February 27, 2024 |
Exhibit 99.2 News Release Contact: Emily Duncan Investor Relations 833-447-2783 [email protected] Paul Adams Corporate Communications 667-218-7700 [email protected] CONSTELLATION FORECASTS STRONG EARNINGS GROWTH IN 2024 AND BEYOND AS DEMAND AND SUPPORT FOR CLEAN ENERGY BUILDS •Initiating full-year Adjusted (Non-GAAP) Operating Earnings per share guidance of $7.23 to $8 |
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| February 27, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 February 27, 2024 Date of Report (Date of earliest event reported) Commission File Number Name of Registrant; State or Other Jurisdiction of Incorporation; Address of Principal Executive Offices; and Telephone Number IRS Employer Ide |
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| February 27, 2024 |
Insider Trading Policy (File No. 001-41137, Form 10-K dated February 27, 2024, Exhibit 19.1) ceg-20231231x10kxexh191 Constellation Energy Corporation INSIDER TRADING POLICY Eff. |
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| February 27, 2024 |
Exhibit 24.7 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS that I, Ashish Khandpur, do hereby appoint Joseph Dominguez and David Dardis, or either of them, attorney for me and in my name and on my behalf to sign the annual Securities and Exchange Commission report on Form 10-K for 2023 of Constellation Energy Corporation, together with any amendments thereto, to be filed with the Securities and |
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| February 27, 2024 |
Exhibit 24.8 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS that I, Robert Lawless, do hereby appoint Joseph Dominguez and David Dardis, or either of them, attorney for me and in my name and on my behalf to sign the annual Securities and Exchange Commission report on Form 10-K for 2023 of Constellation Energy Corporation, together with any amendments thereto, to be filed with the Securities and |
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| February 27, 2024 |
Exhibit 24.6 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS that I, Julie Holzrichter, do hereby appoint Joseph Dominguez and David Dardis, or either of them, attorney for me and in my name and on my behalf to sign the annual Securities and Exchange Commission report on Form 10-K for 2023 of Constellation Energy Corporation, together with any amendments thereto, to be filed with the Securities a |
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| February 27, 2024 |
| Business and Earnings Outlook Business and Earnings Outlook February 27, 2024 | Business and Earnings Outlook This presentation contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that are subject to risks and uncertainties. |
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| February 27, 2024 |
Exhibit 24.9 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS that I, John Richardson, do hereby appoint Joseph Dominguez and David Dardis, or either of them, attorney for me and in my name and on my behalf to sign the annual Securities and Exchange Commission report on Form 10-K for 2023 of Constellation Energy Corporation, together with any amendments thereto, to be filed with the Securities and |
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| February 27, 2024 |
Exhibit 24.2 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS that I, Yves C. de Balmann, do hereby appoint Joseph Dominguez and David Dardis, or either of them, attorney for me and in my name and on my behalf to sign the annual Securities and Exchange Commission report on Form 10-K for 2023 of Constellation Energy Corporation, together with any amendments thereto, to be filed with the Securities |
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| February 13, 2024 |
CEG / Constellation Energy Corporation / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 2)* Name of issuer: Constellation Energy Corp Title of Class of Securities: Common Stock CUSIP Number: 21037T109 Date of Event Which Requires Filing of this Statement: December 29, 2023 Check the appropriate box to designate the rule pursuant to which this Schedule is fi |
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| February 9, 2024 |
SC 13G/A 1 SEC13GFiling.htm SEC SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1 )* Constellation Energy Corp. (Name of Issuer) Common Stock (Title of Class of Securities) 21037T109 (CUSIP Number) December 29, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate |
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| December 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 December 14, 2023 Date of Report (Date of earliest event reported) Commission File Number Name of Registrant; State or Other Jurisdiction of Incorporation; Address of Principal Executive Offices; and Telephone Number IRS Employer Ide |
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| November 6, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number Name of Registrant; State or Other Jurisdiction of Incorporat |
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| November 6, 2023 |
CONSTELLATION REPORTS THIRD QUARTER 2023 RESULTS Exhibit 99.1 News Release Contact: Paul Adams Corporate Communications 667-218-7700 Emily Duncan Investor Relations 833-447-2783 CONSTELLATION REPORTS THIRD QUARTER 2023 RESULTS Earnings Release Highlights •GAAP Net Income of $731 million and Adjusted EBITDA (non-GAAP) of nearly $1.2 billion for the third quarter of 2023 •Raising guidance range for full year 2023 Adjusted EBITDA (non-GAAP) to $3,8 |
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| November 6, 2023 |
Earnings Conference Call Third Quarter 2023 November 6, 2023 This presentation contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that are subject to risks and uncertainties. |
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| November 6, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 November 6, 2023 Date of Report (Date of earliest event reported) Commission File Number Name of Registrant; State or Other Jurisdiction of Incorporation; Address of Principal Executive Offices; and Telephone Number IRS Employer Iden |
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| November 1, 2023 |
1 Contact: Paul Adams Constellation Communications 667-218-7700 [email protected] FOR IMMEDIATE RELEASE CONSTELLATION COMPLETES ACQUISITION OF OWNERSHIP STAKE IN TEXAS NUCLEAR PLANT Company purchased share of South Texas Project Electric Generating Station from NRG Energy, expanding nation’s largest carbon-free nuclear fleet BALTIMORE (Nov. 1, 2023) — Constellation, operator of the nati |
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| November 1, 2023 |
Regulation FD Disclosure, Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 November 1, 2023 Date of Report (Date of earliest event reported) Commission File Number Name of Registrant; State or Other Jurisdiction of Incorporation; Address of Principal Executive Offices; and Telephone Number IRS Employer Iden |
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| August 3, 2023 |
CONSTELLATION REPORTS SECOND QUARTER 2023 RESULTS Exhibit 99.1 News Release Contact: Paul Adams Corporate Communications 410-470-9700 Emily Duncan Investor Relations 833-447-2783 CONSTELLATION REPORTS SECOND QUARTER 2023 RESULTS Earnings Release Highlights •GAAP Net Income of $833 million and Adjusted EBITDA (non-GAAP) of $1,031 million for the second quarter of 2023 •Raising guidance range for full year 2023 Adjusted EBITDA (non-GAAP) to $3,300 |
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| August 3, 2023 |
ceg-20230803992 Earnings Conference Call Second Quarter 2023 August 3, 2023 This presentation contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that are subject to risks and uncertainties. |
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| August 3, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number Name of Registrant; State or Other Jurisdiction of Incorporation; |
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| August 3, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 August 3, 2023 Date of Report (Date of earliest event reported) Commission File Number Name of Registrant; State or Other Jurisdiction of Incorporation; Address of Principal Executive Offices; and Telephone Number IRS Employer Identi |
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| August 2, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 May 30, 2023 Date of Report (Date of earliest event reported) Commission File Number Name of Registrant; State or Other Jurisdiction of Incorporation; Address of Principal Executive Offices; and Telephone Number IRS Employer Identi |
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| August 1, 2023 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 August 1, 2023 Date of Report (Date of earliest event reported) Commission File Number Name of Registrant; State or Other Jurisdiction of Incorporation; Address of Principal Executive Offices; and Telephone Number IRS Employer Identi |
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| June 21, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K x ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2022 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-41137 CONSTELLATION EMPLOYEE SAVINGS PLAN (Full title of the |
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| June 1, 2023 |
ceg-20230531991 1 Contact: Paul Adams Constellation Communications 410-470-9700 paul. |
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| June 1, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 May 31, 2023 Date of Report (Date of earliest event reported) Commission File Number Name of Registrant; State or Other Jurisdiction of Incorporation; Address of Principal Executive Offices; and Telephone Number IRS Employer Identifi |
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| June 1, 2023 |
ceg-20230531992 Constellation Business Update June 1, 2023 This presentation contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that are subject to risks and uncertainties. |
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| May 31, 2023 |
ceg-20230530ex991 1 Contact: Paul Adams Constellation Communications 410-470-9700 Paul. |
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| May 31, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 May 30, 2023 Date of Report (Date of earliest event reported) Commission File Number Name of Registrant; State or Other Jurisdiction of Incorporation; Address of Principal Executive Offices; and Telephone Number IRS Employer Identifi |
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| May 4, 2023 |
ceg-20230504992 Earnings Conference Call First Quarter 2023 May 4, 2023 This presentation contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that are subject to risks and uncertainties. |
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| May 4, 2023 |
Exhibit 99.1 News Release Contact: Paul Adams Corporate Communications 410-470-4167 Emily Duncan Investor Relations 833-447-2783 CONSTELLATION EXPECTS TO END YEAR COMFORTABLY IN THE UPPER END OF GUIDANCE AND SEES MATERIAL IMPROVEMENTS IN 2024 Earnings Release Highlights •GAAP Net Income of $96 million and Adjusted EBITDA (non-GAAP) of $658 million for the first quarter of 2023 •Expect to be comfor |
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| May 4, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 May 4, 2023 Date of Report (Date of earliest event reported) Commission File Number Name of Registrant; State or Other Jurisdiction of Incorporation; Address of Principal Executive Offices; and Telephone Number IRS Employer Identific |
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| May 4, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number Name of Registrant; State or Other Jurisdiction of Incorporation; |
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| April 28, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 April 25, 2023 Date of Report (Date of earliest event reported) Commission File Number Name of Registrant; State or Other Jurisdiction of Incorporation; Address of Principal Executive Offices; and Telephone Number IRS Employer Identi |
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| March 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) þ Filed by the Registrant o Filed by a Party other than the Registrant Check the appropriate box: o Preliminary Proxy Statement o CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(e)(2)) þ Defin |
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| March 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) þ Filed by the Registrant o Filed by a Party other than the Registrant Check the appropriate box: o Preliminary Proxy Statement o CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(e)(2)) o Defin |
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| February 27, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 February 27, 2023 Date of Report (Date of earliest event reported) Commission File Number Name of Registrant; State or Other Jurisdiction of Incorporation; Address of Principal Executive Offices; and Telephone Number IRS Employer Ide |
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| February 16, 2023 |
Constellation Energy Corporation Exhibit 21.1 Constellation Energy Corporation (50% and Greater) 12/31/2022 Subsidiary Jurisdiction 2014 ESA HoldCo, LLC Delaware 2014 ESA Project Company, LLC Delaware 2015 ESA Holdco, LLC Delaware 2015 ESA Investco, LLC Delaware 2015 ESA Project Company, LLC Delaware A/C Fuels Company Pennsylvania AV Solar Ranch 1, LLC Delaware AVSR Holding, LLC Delaware AVSR, LLC Delaware Beebe 1B Renewable Ener |
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| February 16, 2023 |
Exhibit 24.2 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS that I, Yves C. de Balmann, do hereby appoint Joseph Dominguez and David Dardis, or either of them, attorney for me and in my name and on my behalf to sign the annual Securities and Exchange Commission report on Form 10-K for 2022 of Constellation Energy Corporation, together with any amendments thereto, to be filed with the Securities |
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| February 16, 2023 |
Exhibit 24.3 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS that I, Nneka Rimmer, do hereby appoint Joseph Dominguez and David Dardis, or either of them, attorney for me and in my name and on my behalf to sign the annual Securities and Exchange Commission report on Form 10-K for 2022 of Constellation Energy Corporation, together with any amendments thereto, to be filed with the Securities and Ex |
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| February 16, 2023 |
CONSTELLATION REPORTS FOURTH QUARTER AND FULL YEAR 2022 RESULTS AND INITIATES 2023 FINANCIAL OUTLOOK Exhibit 99.1 News Release Contact: Paul Adams Corporate Communications 410-470-4167 Emily Duncan Investor Relations 833-447-2783 CONSTELLATION REPORTS FOURTH QUARTER AND FULL YEAR 2022 RESULTS AND INITIATES 2023 FINANCIAL OUTLOOK Earnings Release Highlights •GAAP Net Income of $34 million and Adjusted EBITDA (non-GAAP) of $605 million for the fourth quarter of 2022. GAAP Net Loss of ($160) million |
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| February 16, 2023 |
Constellation Energy Generation, LLC Exhibit 21.2 Constellation Energy Generation, LLC (50% and Greater) 12/31/2022 Subsidiary Jurisdiction 2014 ESA HoldCo, LLC Delaware 2014 ESA Project Company, LLC Delaware 2015 ESA Holdco, LLC Delaware 2015 ESA Investco, LLC Delaware 2015 ESA Project Company, LLC Delaware A/C Fuels Company Pennsylvania AV Solar Ranch 1, LLC Delaware AVSR Holding, LLC Delaware AVSR, LLC Delaware Beebe 1B Renewable |
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| February 16, 2023 |
Earnings Conference Call Fourth Quarter 2022 February 16, 2023 This presentation contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that are subject to risks and ans and variations on such words, and similar expressions that reflect our current views with respect to future events and operational, economic, and financial performance, are intended to identify such forward-looking statements. |
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| February 16, 2023 |
Exhibit 24.8 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS that I, Robert Lawless, do hereby appoint Joseph Dominguez and David Dardis, or either of them, attorney for me and in my name and on my behalf to sign the annual Securities and Exchange Commission report on Form 10-K for 2022 of Constellation Energy Corporation, together with any amendments thereto, to be filed with the Securities and |
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| February 16, 2023 |
Exhibit 25.1 securities and exchange commission Washington, D.C. 20549 FORM T-1 Statement of Eligibility Under The Trust Indenture Act of 1939 of a Corporation Designated to Act as Trustee Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2) ¨ U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION (Exact name of Trustee as specified in its charter) 91-1821036 I.R.S. E |
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| February 16, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number Name of Registrant; State or Other Jurisdiction of Incorporation; Addr |
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| February 16, 2023 |
As filed with the Securities and Exchange Commission on February 16, 2023 TABLE OF CONTENTS As filed with the Securities and Exchange Commission on February 16, 2023 Registration Statement No. |
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| February 16, 2023 |
Exhibit 24.9 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS that I, John Richardson, do hereby appoint Joseph Dominguez and David Dardis, or either of them, attorney for me and in my name and on my behalf to sign the annual Securities and Exchange Commission report on Form 10-K for 2022 of Constellation Energy Corporation, together with any amendments thereto, to be filed with the Securities and |
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| February 16, 2023 |
Exhibit 24.6 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS that I, Julie Holzrichter, do hereby appoint Joseph Dominguez and David Dardis, or either of them, attorney for me and in my name and on my behalf to sign the annual Securities and Exchange Commission report on Form 10-K for 2022 of Constellation Energy Corporation, together with any amendments thereto, to be filed with the Securities a |
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| February 16, 2023 |
Exhibit 24.5 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS that I, Charles Harrington, do hereby appoint Joseph Dominguez and David Dardis, or either of them, attorney for me and in my name and on my behalf to sign the annual Securities and Exchange Commission report on Form 10-K for 2022 of Constellation Energy Corporation, together with any amendments thereto, to be filed with the Securities |
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| February 16, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 February 16, 2023 Date of Report (Date of earliest event reported) Commission File Number Name of Registrant; State or Other Jurisdiction of Incorporation; Address of Principal Executive Offices; and Telephone Number IRS Employer Ide |
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| February 16, 2023 |
Exhibit 24.4 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS that I, Bradley Halverson, do hereby appoint Joseph Dominguez and David Dardis, or either of them, attorney for me and in my name and on my behalf to sign the annual Securities and Exchange Commission report on Form 10-K for 2022 of Constellation Energy Corporation, together with any amendments thereto, to be filed with the Securities a |
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| February 16, 2023 |
Exhibit 24.1 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS that I, Laurie Brlas, do hereby appoint Joseph Dominguez and David Dardis, or either of them, attorney for me and in my name and on my behalf to sign the annual Securities and Exchange Commission report on Form 10-K for 2022 of Constellation Energy Corporation, together with any amendments thereto, to be filed with the Securities and Ex |
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| February 16, 2023 |
Exhibit 24.7 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS that I, Ashish Khandpur, do hereby appoint Joseph Dominguez and David Dardis, or either of them, attorney for me and in my name and on my behalf to sign the annual Securities and Exchange Commission report on Form 10-K for 2022 of Constellation Energy Corporation, together with any amendments thereto, to be filed with the Securities and |
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| February 16, 2023 |
EX-FILING FEES 6 tm236614d2ex-filingfees.htm EX-FILING FEES EXHIBIT 107.1 Calculation of Filing Fee Tables S-3 (Form Type) CONSTELLATION ENERGY CORPORATION (Exact Name of Registrant as Specified in its Charter) Not applicable (Translation of Registrant’s Name into English) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rul |
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| February 13, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Constellation Energy Corp. (Name of Issuer) Common Stock (Title of Class of Securities) 21037T109 (CUSIP Number) December 30, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which th |
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| February 9, 2023 |
CEG / Constellation Energy Corporation / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment SC 13G/A 1 tv0046-constellationenergyco.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 1)* Name of issuer: Constellation Energy Corp. Title of Class of Securities: Common Stock CUSIP Number: 21037T109 Date of Event Which Requires Filing of this Statement: December 30, 2022 Check the appropriate box |
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| December 9, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 October 18, 2022 Date of Report (Date of earliest event reported) Commission File Number Name of Registrant; State or Other Jurisdiction of Incorporation; Address of Principal Executive Offices; and Telephone Number IRS Employer Id |
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| November 8, 2022 |
? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? |
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| November 8, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number Name of Registrant; State or Other Jurisdiction of Incorporat |
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| November 8, 2022 |
CONSTELLATION REPORTS THIRD QUARTER 2022 RESULTS Exhibit 99.1 News Release Contact: Paul Adams Corporate Communications 410-470-4167 Emily Duncan Investor Relations 833-447-2783 CONSTELLATION REPORTS THIRD QUARTER 2022 RESULTS Earnings Release Highlights ?GAAP Net Loss of ($188) million and Adjusted EBITDA (non-GAAP) of $592 million for the third quarter of 2022 ?Narrowing guidance range for full year 2022 Adjusted EBITDA (non-GAAP) from $2,350 |
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| November 8, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 November 8, 2022 Date of Report (Date of earliest event reported) Commission File Number Name of Registrant; State or Other Jurisdiction of Incorporation; Address of Principal Executive Offices; and Telephone Number IRS Employer Iden |
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| October 19, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 October 18, 2022 Date of Report (Date of earliest event reported) Commission File Number Name of Registrant; State or Other Jurisdiction of Incorporation; Address of Principal Executive Offices; and Telephone Number IRS Employer Iden |
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| October 19, 2022 |
1 Contact: Dave Snyder Constellation Communications 410-470-9700 [email protected] FOR IMMEDIATE RELEASE CONSTELLATION APPOINTS NNEKA L. RIMMER TO ITS BOARD OF DIRECTORS Former McCormick & Company senior executive brings extensive leadership, growth and strategic expertise to the board BALTIMORE (Oct. 19, 2022) ? Constellation announced today the election of Nneka L. Rimmer to its Boa |
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| August 18, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 August 16, 2022 Date of Report (Date of earliest event reported) Commission File Number Name of Registrant; State or Other Jurisdiction of Incorporation; Address of Principal Executive Offices; and Telephone Number IRS Employer Ident |
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| August 18, 2022 |
EXECUTION VERSION AMENDMENT NO. 3 TO RECEIVABLES PURCHASE AGREEMENT AMENDMENT NO. 3 TO RECEIVABLES PURCHASE AGREEMENT, dated as of August 16, 2022 (the ?Amendment?), among NewEnergy Receivables LLC, a Delaware limited liability company (the ?Seller?), Constellation NewEnergy, Inc., a Delaware corporation, as initial Servicer (the ?Servicer?), PNC Bank, National Association (?PNC?), as a Financial |
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| August 4, 2022 |
CONSTELLATION REPORTS SECOND QUARTER 2022 RESULTS Exhibit 99.1 News Release Contact: Paul Adams Corporate Communications 410-470-4167 Emily Duncan Investor Relations 833-447-2783 CONSTELLATION REPORTS SECOND QUARTER 2022 RESULTS Earnings Release Highlights ?GAAP Net Loss of ($111) million and Adjusted EBITDA (non-GAAP) of $603 million for the second quarter of 2022 ?Reaffirming guidance range for full year 2022 Adjusted EBITDA (non-GAAP) from $2, |
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| August 4, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number Name of Registrant; State or Other Jurisdiction of Incorporation; |
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| August 4, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 August 4, 2022 Date of Report (Date of earliest event reported) Commission File Number Name of Registrant; State or Other Jurisdiction of Incorporation; Address of Principal Executive Offices; and Telephone Number IRS Employer Identi |
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| August 4, 2022 |
? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? |
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| July 29, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 July 26, 2022 Date of Report (Date of earliest event reported) Commission File Number Name of Registrant; State or Other Jurisdiction of Incorporation; Address of Principal Executive Offices; and Telephone Number IRS Employer Identif |
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| July 29, 2022 |
CONSTELLATION ENERGY CORPORATION SECOND AMENDED AND RESTATED BYLAWS (Effective July 26, 2022) ARTICLE I Offices and Fiscal Year Section 1. |
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| June 21, 2022 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 June 21, 2022 Date of Report (Date of earliest event reported) Commission File Number Name of Registrant; State or Other Jurisdiction of Incorporation; Address of Principal Executive Offices; and Telephone Number IRS Employer Identif |
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| May 12, 2022 |
CONSTELLATION REPORTS FIRST QUARTER 2022 RESULTS Exhibit 99.1 News Release Contact: Paul Adams Corporate Communications 410-470-4167 Emily Duncan Investor Relations 833-447-2783 CONSTELLATION REPORTS FIRST QUARTER 2022 RESULTS Earnings Release Highlights ?GAAP Net Income of $106 million and Adjusted EBITDA (non-GAAP) of $866 million for the first quarter of 2022 ?Reaffirming guidance range for full year 2022 Adjusted EBITDA (non-GAAP) from $2,35 |
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| May 12, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 May 12, 2022 Date of Report (Date of earliest event reported) Commission File Number Name of Registrant; State or Other Jurisdiction of Incorporation; Address of Principal Executive Offices; and Telephone Number IRS Employer Identifi |
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| May 12, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number Name of Registrant; State or Other Jurisdiction of Incorporation; |
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| May 12, 2022 |
? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? - ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? |
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| April 19, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 April 17, 2022 Date of Report (Date of earliest event reported) Commission File Number Name of Registrant; State or Other Jurisdiction of Incorporation; Address of Principal Executive Offices; and Telephone Number IRS Employer Identi |
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| April 6, 2022 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 April 6, 2022 Date of Report (Date of earliest event reported) Commission File Number Name of Registrant; State or Other Jurisdiction of Incorporation; Address of Principal Executive Offices; and Telephone Number IRS Employer Identif |
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| April 6, 2022 |
ceg-20220406ex991 Contact: Emily Duncan Investor Relations investorrelations@constellation. |
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| March 10, 2022 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 March 10, 2022 Date of Report (Date of earliest event reported) Commission File Number Name of Registrant; State or Other Jurisdiction of Incorporation; Address of Principal Executive Offices; and Telephone Number IRS Employer Identi |
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| March 9, 2022 |
MX:CEG / CONSTELLATION ENERGY PRTNR L / VANGUARD GROUP INC - SCHEDULE 13G Passive Investment SC 13G 1 tv0006-constellationenergyco.htm SCHEDULE 13G SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 Name of issuer: Constellation Energy Corp. Title of Class of Securities: Common Stock CUSIP Number: 21037T109 Date of Event Which Requires Filing of this Statement: February 28, 2022 Check the appropriate box to designate the rule p |
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| February 25, 2022 |
Page 1 of 9 277619342v.3 Constellation 2022 Long-Term Incentive Plan Performance Share Award Notice [Name of Participant] Award Number: [Award #] You have been granted a performance share award with respect to shares of common stock of Constellation Energy Corporation, a Pennsylvania corporation (the ?Company?), pursuant to the terms and conditions of the Constellation 2022 Long-Term Incentive Pla |
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| February 25, 2022 |
TO ALL WHOM THESE PRESENTS SHALL COME, GREETING: EXELON GENERATION COMPANY, LLC I, Leigh M. |
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| February 25, 2022 |
EXECUTION VERSION 4865-8301-2360 v.6 PLEDGE AND CONTROL AGREEMENT dated as of February 9, 2022 among FELLS POINT FUNDING TRUST, CONSTELLATION ENERGY GENERATION, LLC, DEUTSCHE BANK COMPANY AMERICAS, as Collateral Agent and DEUTSCHE BANK COMPANY AMERICAS, as Securities Intermediary i 4865-8301-2360 v.6 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS; INTERPRETATION ..................................... |
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| February 25, 2022 |
EX-24.3 32 ceg-20211231x10kxexh243.htm POWER OF ATTORNEY - RHONDA FERGUSON Exhibit 24.3 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS that I, Rhonda Ferguson, do hereby appoint Joseph Dominguez and David Dardis, or either of them, attorney for me and in my name and on my behalf to sign the annual Securities and Exchange Commission report on Form 10-K for 2021 of Constellation Energy Corporation |
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| February 25, 2022 |
CONSTELLATION SENIOR MANAGEMENT SEVERANCE PLAN 1.PURPOSE OF THE PLAN The Constellation Senior Management Severance Plan (the ?Plan?), is effective as of February 1, 2022 (the ?Effective Date?) except as otherwise specifically provided herein. The Plan is intended to encourage the attraction and retention of executives of Constellation Energy Corporation and its participating subsidiaries. 2.ELIGIB |
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| February 25, 2022 |
Execution Version $3,500,000,000 CREDIT AGREEMENT dated as of February 1, 2022 among CONSTELLATION ENERGY GENERATION, LLC The Lenders Party Hereto and JPMORGAN CHASE BANK, N. |
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| February 25, 2022 |
LETTER OF CREDIT FACILITY AGREEMENT This Letter of Credit Facility Agreement, dated as of February 9, 2022, is by and among CONSTELLATION ENERGY GENERATION, LLC, a Pennsylvania limited liability company (the ?Applicant?), the financial institutions from time to time parties hereto, each in its capacity as the issuer of Letters of Credit issued by it hereunder (such financial institutions, together |
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| February 25, 2022 |
EX-24.1 30 ceg-20211231x10kxexh241.htm POWER OF ATTORNEY - LAURIE BRLAS Exhibit 24.1 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS that I, Laurie Brlas, do hereby appoint Joseph Dominguez and David Dardis, or either of them, attorney for me and in my name and on my behalf to sign the annual Securities and Exchange Commission report on Form 10-K for 2021 of Constellation Energy Corporation, toge |
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| February 25, 2022 |
Constellation Deferred Compensation Plan For Non-Employee Directors Effective February 1, 2022 TABLE OF CONTENTS 1. |
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| February 25, 2022 |
CONSTELLATION NON-EMPLOYEE DIRECTORS? DEFERRED STOCK UNIT PROGRAM Effective February 1, 2022 1. |
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| February 25, 2022 |
4895-0578-8168 v.5 AMENDED AND RESTATED DECLARATION OF TRUST OF FELLS POINT FUNDING TRUST Dated as of February 9, 2022 4895-0578-8168 v.5 ARTICLE I DEFINITIONS AND INTERPRETATION Section 1.1 Definitions................................................................................................................2 Section 1.2 Interpretation ......................................................... |
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| February 25, 2022 |
EXECUTION VERSION 4861-1002-9576 v.5 FACILITY AGREEMENT dated as of February 9, 2022 among CONSTELLATION ENERGY GENERATION, LLC, FELLS POINT FUNDING TRUST, and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Notes Trustee -i- 4861-1002-9576 v.5 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS: INTERPRETATION ........................................................................2 Section 1.1. Definitions... |
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| February 25, 2022 |
SEPARATION AGREEMENT THIS SEPARATION AGREEMENT (this ?Agreement?) is entered into as of , 20 between Constellation Energy Corporation (?Constellation?), (?Subsidiary?, and, collectively with Constellation, the ?Company?) and (the ?Executive?). |
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| February 25, 2022 |
Page 1 of 8 Constellation 2022 Long-Term Incentive Plan Restricted Stock Unit Award Notice [Name of Participant] You have been granted a restricted stock unit award with respect to shares of Common Stock, without par value, of Constellation Energy Corporation, a Pennsylvania corporation (the ?Company?), pursuant to the terms and conditions of the Constellation 2022 Long-Term Incentive Plan (the ?Plan?) and the Restricted Stock Unit Award Agreement (together with this Award Notice, the ?Agreement?). |
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| February 25, 2022 |
Constellation Unfunded Deferred Compensation Plan for Directors (Effective February 1, 2022) The purpose of this Unfunded Deferred Compensation Plan for Directors (the ?Plan?) is to permit Directors of Constellation Energy Corporation (?Constellation?) to elect to defer receipt of directors? fees. |
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| February 25, 2022 |
Exhibit 24.6 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS that I, Julie Holzrichter, do hereby appoint Joseph Dominguez and David Dardis, or either of them, attorney for me and in my name and on my behalf to sign the annual Securities and Exchange Commission report on Form 10-K for 2021 of Constellation Energy Corporation, together with any amendments thereto, to be filed with the Securities a |
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| February 25, 2022 |
EX-24.4 33 ceg-20211231x10kxexh244.htm POWER OF ATTORNEY - BRADLEY HALVERSON Exhibit 24.4 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS that I, Bradley Halverson, do hereby appoint Joseph Dominguez and David Dardis, or either of them, attorney for me and in my name and on my behalf to sign the annual Securities and Exchange Commission report on Form 10-K for 2021 of Constellation Energy Corpora |
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| February 25, 2022 |
Constellation Energy Generation, LLC Exhibit 21.2 Constellation Energy Generation, LLC (50% and Greater) 12/31/2021 Subsidiary Jurisdiction 2014 ESA HoldCo, LLC Delaware 2014 ESA Project Company, LLC Delaware 2015 ESA Holdco, LLC Delaware 2015 ESA Investco, LLC Delaware 2015 ESA Project Company, LLC Delaware A/C Fuels Company Pennsylvania Annova LNG Brownsville A, LLC Delaware Annova LNG Common Infrastructure, LLC Delaware Annova LNG |
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| February 25, 2022 |
Execution Version FIRST SUPPLEMENTAL INDENTURE THIS FIRST SUPPLEMENTAL INDENTURE, dated as of February 9, 2022 (this ?Supplemental Indenture?), is between CONSTELLATION ENERGY GENERATION, LLC, a Pennsylvania limited liability company (the ?Company?), and Deutsche Bank Trust Company Americas, a New York banking corporation, as trustee (the ?Trustee?). |
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| February 25, 2022 |
EX-24.8 37 ceg-20211231x10kxexh248.htm POWER OF ATTORNEY - ROBERT LAWLESS Exhibit 24.8 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS that I, Robert Lawless, do hereby appoint Joseph Dominguez and David Dardis, or either of them, attorney for me and in my name and on my behalf to sign the annual Securities and Exchange Commission report on Form 10-K for 2021 of Constellation Energy Corporation, |
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| February 25, 2022 |
Constellation Energy Corporation 2022 Long-Term Incentive Plan (Effective February 1, 2022) I. |
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| February 25, 2022 |
EX-24.2 31 ceg-20211231x10kxexh242.htm POWER OF ATTORNEY - YVES C. DE BALMANN Exhibit 24.2 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS that I, Yves C. de Balmann, do hereby appoint Joseph Dominguez and David Dardis, or either of them, attorney for me and in my name and on my behalf to sign the annual Securities and Exchange Commission report on Form 10-K for 2021 of Constellation Energy Corpo |
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| February 25, 2022 |
Constellation Benefits Restoration Plan Effective February 1, 2022 TABLE OF CONTENTS 1. |
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| February 25, 2022 |
Constellation Nonqualified Deferred Compensation Plan Effective February 1, 2022 PURPOSE AND NATURE OF THE PLAN Constellation Energy Corporation (the ?Company?) hereby establishes the Constellation Nonqualified Deferred Compensation Plan (?Plan?) and maintains the Plan as an unfunded retirement plan for a select group of management or highly compensated employees. |
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| February 25, 2022 |
Constellation PECO Supplemental Pension Benefit Plan (Effective Date: February 1, 2022) Constellation Energy Corporation (the ?Company?) hereby establishes the Constellation PECO Supplemental Pension Benefit Plan (the ?Plan?). |
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| February 25, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number Name of Registrant; State or Other Jurisdiction of Incorporation; Addr |
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| February 25, 2022 |
Exhibit 24.7 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS that I, Ashish Khandpur, do hereby appoint Joseph Dominguez and David Dardis, or either of them, attorney for me and in my name and on my behalf to sign the annual Securities and Exchange Commission report on Form 10-K for 2021 of Constellation Energy Corporation, together with any amendments thereto, to be filed with the Securities and |
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| February 25, 2022 |
EX-24.5 34 ceg-20211231x10kxexh245.htm POWER OF ATTORNEY - CHARLES HARRINGTON Exhibit 24.5 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS that I, Charles Harrington, do hereby appoint Joseph Dominguez and David Dardis, or either of them, attorney for me and in my name and on my behalf to sign the annual Securities and Exchange Commission report on Form 10-K for 2021 of Constellation Energy Corpo |
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| February 25, 2022 |
Page 1 of 8 277619338v.2 Constellation 2022 Long-Term Incentive Plan Restricted Stock Unit Award Notice [Name of Participant] You have been granted a restricted stock unit award with respect to shares of Common Stock, without par value, of Constellation Energy Corporation, a Pennsylvania corporation (the ?Company?), pursuant to the terms and conditions of the Constellation 2022 Long-Term Incentive |
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| February 25, 2022 |
CONSTELLATION DEFERRED COMPENSATION PLAN (Effective February 1, 2022) CONSTELLATION DEFERRED COMPENSATION PLAN (Effective February 1, 2022) ARTICLE I. |
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| February 25, 2022 |
CONSTELLATION ENERGY CORPORATION EMPLOYEE STOCK PURCHASE PLAN (Effective February 1, 2022) 1. |
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| February 25, 2022 |
CONSTELLATION SUPPLEMENTAL MANAGEMENT RETIREMENT PLAN (Effective February 1, 2022) CONSTELLATION SUPPLEMENTAL MANAGEMENT RETIREMENT PLAN (Effective February 1, 2022) ARTICLE I Purpose 1. |
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| February 25, 2022 |
Execution Version DMFIRM #401287819 v4 INDENTURE by and between CONSTELLATION ENERGY GENERATION, LLC and DEUTSCHE BANK TRUST COMPANY AMERICAS Dated as of February 9, 2022 i TABLE OF CONTENTS Page ARTICLE I DEFINITIONS . |
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| February 25, 2022 |
1 4571418 THIRD AMENDED AND RESTATED OPERATING AGREEMENT OF CONSTELLATION ENERGY GENERATION, LLC (a Pennsylvania limited liability company) THIS THIRD AMENDED AND RESTATED OPERATING AGREEMENT OF CONSTELLATION ENERGY GENERATION, LLC (the ?Agreement?) is executed as of February 1, 2022 by Constellation Energy Corporation (the ?Member?). |
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| February 25, 2022 |
EX-24.9 38 ceg-20211231x10kxexh249.htm POWER OF ATTORNEY - JOHN RICHARDSON Exhibit 24.9 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS that I, John Richardson, do hereby appoint Joseph Dominguez and David Dardis, or either of them, attorney for me and in my name and on my behalf to sign the annual Securities and Exchange Commission report on Form 10-K for 2021 of Constellation Energy Corporation |
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| February 25, 2022 |
Constellation Energy Corporation Exhibit 21.1 Constellation Energy Corporation (50% and Greater) 12/31/2021 Subsidiary Jurisdiction 2014 ESA HoldCo, LLC Delaware 2014 ESA Project Company, LLC Delaware 2015 ESA Holdco, LLC Delaware 2015 ESA Investco, LLC Delaware 2015 ESA Project Company, LLC Delaware A/C Fuels Company Pennsylvania Annova LNG Brownsville A, LLC Delaware Annova LNG Common Infrastructure, LLC Delaware Annova LNG, LL |
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| February 25, 2022 |
Constellation Supplemental Pension Plan Effective February 1, 2022 Table of Contents 1. |
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| February 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 February 9, 2022 Date of Report (Date of earliest event reported) Commission File Number Name of Registrant; State or Other Jurisdiction of Incorporation; Address of Principal Executive Offices; and Telephone Number IRS Employer Iden |
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| February 3, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 February 1, 2022 Date of Report (Date of earliest event reported) Commission File Number Name of Registrant; State or Other Jurisdiction of Incorporation; Address of Principal Executive Offices; and Telephone Number IRS Employer Iden |
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| February 2, 2022 |
Separation Agreement, dated January 31, 2022, between Exelon and Constellation Exhibit 2.1 Execution Copy SEPARATION AGREEMENT By and Between EXELON CORPORATION and CONSTELLATION ENERGY CORPORATION Dated January 31, 2022 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 2 Section 1.1 Definitions 2 Section 1.2 Interpretation 13 Section 1.3 Certain Matters Governed Exclusively by Ancillary Agreements 14 Section 1.4 Intercompany and Other Agreements 15 Section 1.5 Restricted Entitie |
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| February 2, 2022 |
Exhibit 3.1 AMENDED AND RESTATED ARTICLES OF INCORPORATION OF CONSTELLATION ENERGY CORPORATION In compliance with the requirements of the Pennsylvania Business Corporation Law of 1988, as amended (the ?Business Corporation Law?), the corporation hereby desires to amend and restate its articles of incorporation in their entirety as follows: ARTICLE I. The name of the corporation is Constellation En |
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| February 2, 2022 |
Employee Matters Agreement, dated January 31, 2022, between Exelon and Constellation Exhibit 10.3 EMPLOYEE MATTERS AGREEMENT THIS EMPLOYEE MATTERS AGREEMENT (this ?Agreement?) is dated January 31, 2022, by and between EXELON CORPORATION, a Pennsylvania corporation (?Exelon?), and Constellation Energy Corporation, a Pennsylvania corporation and a direct, wholly-owned subsidiary of Exelon (?Constellation?). Exelon and Constellation are sometimes referred to herein individually as a |
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| February 2, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 January 31, 2022 Date of Report (Date of earliest event reported) Commission File Number Name of Registrant; State or Other Jurisdiction of Incorporation; Address of Principal Executive Offices; and Telephone Number IRS Employer Iden |
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| February 2, 2022 |
Tax Matters Agreement, dated January 31, 2022, between Exelon and Constellation Exhibit 10.2 TAX MATTERS AGREEMENT THIS TAX MATTERS AGREEMENT is dated January 31, 2022, by and among Exelon Corporation (?Exelon?), a Pennsylvania corporation, by and on behalf of itself and each Affiliate of Exelon (as determined after the Distribution), and Constellation Energy Corporation, a Pennsylvania corporation and, immediately prior to the Distribution (as defined below), a direct, wholl |
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| February 2, 2022 |
Transition Services Agreement, dated January 31, 2022, between Exelon and Constellation Exhibit 10.1 EXECUTION VERSION TRANSITION SERVICES AGREEMENT By and Between EXELON CORPORATION and CONSTELLATION ENERGY CORPORATION Dated as of January 31, 2022 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 2 Section 1.1 Certain Definitions 2 Section 1.2 Interpretation 5 ARTICLE II SERVICES 6 Section 2.1 Services 6 Section 2.2 Services Modifications 8 Section 2.3 Third Party Providers 9 Section 2.4 |
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| February 2, 2022 |
Amended and Restated Bylaws of Constellation Energy Corporation, effective January 31, 2022 Exhibit 3.2 CONSTELLATION ENERGY CORPORATION AMENDED AND RESTATED BYLAWS (Effective January 31, 2022) ARTICLE I. Offices and Fiscal Year Section 1.01 Registered Office. The registered office of Constellation Energy Corporation (the ?corporation?) shall be in the City of Erie, in the County of Erie, in the Commonwealth of Pennsylvania. The address of the registered office may be changed from time t |
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| February 2, 2022 |
Exhibit 99.1 Contact: Emily Duncan Investor Relations [email protected] Paul Adams Corporate Communications 410-470-4167 [email protected] for immediate release CONSTELLATION launches as LARGEST U.S. clean energy company after Completing Separation from Exelon Company aims to accelerate the transition to a carbon-free future amid growing demand for climate solutions BA |
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| February 1, 2022 |
Amended and Restated Articles of Incorporation of Constellation Energy Corporation. Exhibit 4.1 AMENDED AND RESTATED ARTICLES OF INCORPORATION OF CONSTELLATION ENERGY CORPORATION In compliance with the requirements of the Pennsylvania Business Corporation Law of 1988, as amended (the ?Business Corporation Law?), the corporation hereby desires to amend and restate its articles of incorporation in their entirety as follows: ARTICLE I. The name of the corporation is Constellation En |
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| February 1, 2022 |
Constellation Energy Corporation Employee Stock Purchase Plan Exhibit 4.3 CONSTELLATION ENERGY CORPORATION EMPLOYEE STOCK PURCHASE PLAN (Effective February 1, 2022) 1.?????????????Establishment and Purpose. The Constellation Energy Corporation Employee Stock Purchase Plan (the ?Plan?) established by Constellation Energy Corporation, a Pennsylvania corporation (the ?Company?), is effective as of February 1, 2022 (the ?Effective Date?). The Plan provides emplo |
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| February 1, 2022 |
Amended and Restated Articles of Incorporation of Constellation Energy Corporation. Exhibit 4.1 AMENDED AND RESTATED ARTICLES OF INCORPORATION OF CONSTELLATION ENERGY CORPORATION In compliance with the requirements of the Pennsylvania Business Corporation Law of 1988, as amended (the ?Business Corporation Law?), the corporation hereby desires to amend and restate its articles of incorporation in their entirety as follows: ARTICLE I. The name of the corporation is Constellation En |
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| February 1, 2022 |
Constellation Energy Corporation 2022 Long-Term Incentive Plan EX-4.3 4 tm224960d2ex4-3.htm EXHIBIT 4.3 Exhibit 4.3 Constellation Energy Corporation 2022 Long-Term Incentive Plan (Effective February 1, 2022) I. INTRODUCTION 1.1 Purposes. The purposes of the Constellation Energy Corporation 2022 Long-Term Incentive Plan (this “Plan”) are (i) to align the interests of the Company’s stockholders and recipients of awards under this Plan by increasing the propriet |
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| February 1, 2022 |
Exhibit 107 Calculation of Filing Fee Tables FORM S-8 Registration Statement Under the Securities Act of 1933 (Form Type) Constellation Energy Corporation (Exact Name of Registrant as Specified in its Charter) Not Applicable (Translation of Registrant?s Name into English) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule |
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| February 1, 2022 |
Exhibit 107 Calculation of Filing Fee Tables FORM S-8 Registration Statement Under the Securities Act of 1933 (Form Type) Constellation Energy Corporation (Exact Name of Registrant as Specified in its Charter) Not Applicable (Translation of Registrant?s Name into English) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule |
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| February 1, 2022 |
Exhibit 107 Calculation of Filing Fee Tables FORM S-8 Registration Statement Under the Securities Act of 1933 (Form Type) Constellation Energy Corporation (Exact Name of Registrant as Specified in its Charter) Not Applicable (Translation of Registrant’s Name into English) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule |
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| February 1, 2022 |
Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 Registration Statement Under the Securities Act of 1933 Constellation Energy Corporation (Exact name of registrant as specified in its charter) Pennsylvania (State or other jurisdiction of incorporation or organization) 87-1210716 (I.R.S. Employer Identification No.) 1310 Point Street Baltimore, |
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| February 1, 2022 |
Amended and Restated Bylaws of Constellation Energy Corporation. Exhibit 4.2 CONSTELLATION ENERGY CORPORATION AMENDED AND RESTATED BYLAWS (Effective January 31, 2022) ARTICLE I. Offices and Fiscal Year Section 1.01 Registered Office. The registered office of Constellation Energy Corporation (the ?corporation?) shall be in the City of Erie, in the County of Erie, in the Commonwealth of Pennsylvania. The address of the registered office may be changed from time t |
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| February 1, 2022 |
Constellation Employee Savings Plan. Exhibit 4.3 CONSTELLATION EMPLOYEE SAVINGS PLAN (Effective as of February 1, 2022) Table of Contents Page ARTICLE 1 TITLE, PURPOSE AND EFFECTIVE DATES 1 ARTICLE 2 DEFINITIONS 3 ARTICLE 3 PARTICIPATION 11 Section 3.1 . Eligibility for Participation 11 Section 3.2 . Applications for Before-Tax Contributions and After-Tax Contributions 12 Section 3.3 . Transfer to Affiliates 14 ARTICLE 4 EMPLOYER CON |
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| February 1, 2022 |
Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 Registration Statement Under the Securities Act of 1933 Constellation Energy Corporation (Exact name of registrant as specified in its charter) Pennsylvania (State or other jurisdiction of incorporation or organization) 87-1210716 (I.R.S. Employer Identification No.) 1310 Point Street Baltimore, |
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| February 1, 2022 |
Amended and Restated Bylaws of Constellation Energy Corporation. Exhibit 4.2 CONSTELLATION ENERGY CORPORATION AMENDED AND RESTATED BYLAWS (Effective January 31, 2022) ARTICLE I. Offices and Fiscal Year Section 1.01 Registered Office. The registered office of Constellation Energy Corporation (the ?corporation?) shall be in the City of Erie, in the County of Erie, in the Commonwealth of Pennsylvania. The address of the registered office may be changed from time t |
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| February 1, 2022 |
Amended and Restated Bylaws of Constellation Energy Corporation. Exhibit 4.2 CONSTELLATION ENERGY CORPORATION AMENDED AND RESTATED BYLAWS (Effective January 31, 2022) ARTICLE I. Offices and Fiscal Year Section 1.01 Registered Office. The registered office of Constellation Energy Corporation (the ?corporation?) shall be in the City of Erie, in the County of Erie, in the Commonwealth of Pennsylvania. The address of the registered office may be changed from time t |
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| February 1, 2022 |
Amended and Restated Articles of Incorporation of Constellation Energy Corporation. Exhibit 4.1 AMENDED AND RESTATED ARTICLES OF INCORPORATION OF CONSTELLATION ENERGY CORPORATION In compliance with the requirements of the Pennsylvania Business Corporation Law of 1988, as amended (the ?Business Corporation Law?), the corporation hereby desires to amend and restate its articles of incorporation in their entirety as follows: ARTICLE I. The name of the corporation is Constellation En |
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| February 1, 2022 |
Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 Registration Statement Under the Securities Act of 1933 Constellation Energy Corporation (Exact name of registrant as specified in its charter) Pennsylvania (State or other jurisdiction of incorporation or organization) 87-1210716 (I.R.S. Employer Identification No.) 1310 Point Street Baltimore, |
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| January 28, 2022 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 January 28, 2022 Date of Report (Date of earliest event reported) Commission File Number Name of Registrant; State or Other Jurisdiction of Incorporation; Address of Principal Executive Offices; and Telephone Number IRS Employer Iden |
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| January 28, 2022 |
Exhibit 99.2 D66647-Z81905 See the reverse side for instructions on how to access materials. Important Notice Regarding the Availability of Materials EXELON CORPORATION You are receiving this communication because you hold common stock in Exelon Corporation ("Exelon"). Exelon has released informational materials regarding the spin-off of Constellation Energy Corporation ("Constellation") and its c |
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| January 28, 2022 |
TABLE OF CONTENTS CONSTELLATION ENERGY CORPORATION? Information Statement Distribution of Common Stock of Constellation Energy Corporation by EXELON CORPORATION to EXELON CORPORATION SHAREHOLDERS? This information statement is being sent to you in connection with the separation of Constellation Energy Corporation (collectively with its consolidated subsidiaries, the ?Company?) from Exelon Corporation (?Exelon?). |
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| January 10, 2022 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 January 10, 2022 Date of Report (Date of earliest event reported) Commission File Number Name of Registrant; State or Other Jurisdiction of Incorporation; Address of Principal Executive Offices; and Telephone Number IRS Employer Iden |
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| January 10, 2022 |
? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? Nuclear fuel is ~20% of operating costs and uranium is 40% of fuel costs ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? 2017 20182016 2019 2020 200 210 210 210 215 20202016 20192017 2018 ?? ? ? ? ? ? ? ? Constellation?s focus |
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| January 7, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 January 6, 2022 Date of Report (Date of earliest event reported) Commission File Number Name of Registrant; State or Other Jurisdiction of Incorporation; Address of Principal Executive Offices; and Telephone Number IRS Employer Ident |
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| January 7, 2022 |
Contact: Emily Duncan Investor Relations 312-394-2345 Paul Adams Corporate Communications 410-470-4167 paul. |
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| January 6, 2022 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 January 6, 2022 Date of Report (Date of earliest event reported) Commission File Number Name of Registrant; State or Other Jurisdiction of Incorporation; Address of Principal Executive Offices; and Telephone Number IRS Employer Ident |
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| January 3, 2022 |
Contact: Andrew Plenge Investor Relations - Exelon 312-394-2345 Emily Duncan Investor Relations - Constellation 312-394-2345 Paul Adams Corporate Communications 410-470-4167 paul. |
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| January 3, 2022 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 January 3, 2022 Date of Report (Date of earliest event reported) Commission File Number Name of Registrant; State or Other Jurisdiction of Incorporation; Address of Principal Executive Offices; and Telephone Number IRS Employer Ident |
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| December 27, 2021 |
[Signature appears on next page] December 27, 2021 VIA EDGAR SUBMISSION United States Securities and Exchange Commission 100 F Street, N. |
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| December 20, 2021 |
CORRESP 1 filename1.htm December 20, 2021 VIA EDGAR SUBMISSION U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Attention: Division of Corporation Finance Re: Amendment No. 2 Submitted December 20, 2021 to Constellation Energy Corporation Registration Statement on Form 10-12B Submitted December 8, 2021, as previously amended by Amendment No. 1 Submitted December 15, |
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| December 20, 2021 |
As submitted to the Securities and Exchange Commission on December 20, 2021 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| December 20, 2021 |
Exhibit 10.8 $3,500,000,000 CREDIT AGREEMENT dated as of [], 2022 among [CONSTELLATION GENERATION] The Lenders Party Hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent ., ., ,and , as Co-Documentation Agents ., ., ,and , , as Joint Lead Arrangers and Joint Bookrunners TABLE OF CONTENTS Page Article 1 Definitions 1 Section 1.01. Defined Terms 1 Section 1.02. Classification of Loans and B |
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| December 15, 2021 |
Amended Preliminary Information Statement, dated December 15, 2021 Exhibit 99.1 Information contained herein is subject to completion or amendment. A Registration Statement on Form 10 relating to these securities has been filed with the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended. SUBJECT TO COMPLETION. DATED DECEMBER 15, 2021 CONSTELLATION ENERGY CORPORATION Information Statement Distribution of Common Stock of Conste |
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| December 15, 2021 |
Exhibit 10.8 $3,500,000,000 CREDIT AGREEMENT dated as of [], 2022 among [CONSTELLATION GENERATION] The Lenders Party Hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent ., ., ,and , as Co-Documentation Agents ., ., ,and , , as Joint Lead Arrangers and Joint Bookrunners TABLE OF CONTENTS Page Article 1 Definitions 1 Section 1.01. Defined Terms 1 Section 1.02. Classification of Loans and B |
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| December 15, 2021 |
CORRESP 1 filename1.htm December 15, 2021 VIA EDGAR SUBMISSION U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Attention: Division of Corporation Finance Re: Amendment No. 1 Submitted December 15, 2021 to Constellation Energy Corporation Registration Statement on Form 10-12B Submitted December 8, 2021 Originally Submitted Confidentially on July 26, 2021, as amended |
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| December 15, 2021 |
As submitted to the Securities and Exchange Commission on December 15, 2021 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| December 8, 2021 |
Form of Tax Matters Agreement by and between the Company and Exelon* Exhibit 10.2 TAX MATTERS AGREEMENT THIS TAX MATTERS AGREEMENT is dated as of [?], 2022, by and among Exelon Corporation (?Exelon?), a Pennsylvania corporation, by and on behalf of itself and each Affiliate of Exelon (as determined after the Distribution), and Constellation Energy Corporation, a Pennsylvania corporation and, immediately prior to the Distribution (as defined below), a direct, wholly |
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| December 8, 2021 |
As submitted to the Securities and Exchange Commission on December 8, 2021 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| December 8, 2021 |
Form of Transition Services Agreement by and between the Company and Exelon* Exhibit 10.1 TRANSITION SERVICES AGREEMENT By and Between EXELON CORPORATION and CONSTELLATION ENERGY CORPORATION Dated as of [?], 2022 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 2 Section 1.1 Certain Definitions 2 Section 1.2 Interpretation 5 ARTICLE II SERVICES 6 Section 2.1 Services 6 Section 2.2 Services Modifications 8 Section 2.3 Third Party Providers 9 Section 2.4 No Violations 10 Section |
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| December 8, 2021 |
Amended Preliminary Information Statement, dated December 8, 2021 Exhibit 99.1 Information contained herein is subject to completion or amendment. A Registration Statement on Form 10 relating to these securities has been filed with the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended. SUBJECT TO COMPLETION. DATED DECEMBER 8, 2021 CONSTELLATION ENERGY CORPORATION Information Statement Distribution of Common Stock of Constel |
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| December 8, 2021 |
Exhibit 3.2 CONSTELLATION ENERGY CORPORATION AMENDED AND RESTATED BYLAWS (Effective [ ], 202[ ]) ARTICLE I. Offices and Fiscal Year Section 1.01 Registered Office. The registered office of Constellation Energy Corporation (the ?corporation?) shall be in the City of Erie, in the County of Erie, in the Commonwealth of Pennsylvania. The address of the registered office may be changed from time to tim |
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| December 8, 2021 |
Form of Separation Agreement by and between the Company and Exelon* Exhibit 2.1 SEPARATION AGREEMENT By and Between EXELON CORPORATION and CONSTELLATION ENERGY CORPORATION Dated as of [?], 2022 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 2 Section 1.1 Definitions. 2 Section 1.2 Interpretation. 13 Section 1.3 Certain Matters Governed Exclusively by Ancillary Agreements. 14 Section 1.4 Other Agreements. 14 Section 1.5 Restricted Entities.. 14 ARTICLE II TRANSACTION |
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| December 8, 2021 |
Form of Articles of Incorporation of the Company* Exhibit 3.1 AMENDED AND RESTATED ARTICLES OF INCORPORATION OF CONSTELLATION ENERGY CORPORATION In compliance with the requirements of the Pennsylvania Business Corporation Law of 1988, as amended (the ?Business Corporation Law?), the corporation hereby desires to amend and restate its articles of incorporation in their entirety as follows: ARTICLE I. The name of the corporation is Constellation En |
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| December 8, 2021 |
EX-21.1 8 tm2122880d9ex21-1.htm EXHIBIT 21.1 Exhibit 21.1 Constellation Energy Corporation List of Subsidiaries Name Entity Type Jurisdiction 2014 ESA HoldCo, LLC Limited Liability Company Delaware 2014 ESA Project Company, LLC Limited Liability Company Delaware 2015 ESA Holdco, LLC Limited Liability Company Delaware 2015 ESA Investco, LLC Limited Liability Company Delaware 2015 ESA Project Compan |
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| December 8, 2021 |
December 8, 2021 VIA EDGAR SUBMISSION U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Attention: Division of Corporation Finance Re: Constellation Energy Corporation Registration Statement on Form 10-12B Submitted December 8, 2021 Originally Submitted Confidentially on July 26, 2021, as amended by Amendment No. 1 to Draft Registration Statement Submitted September 1 |
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| December 8, 2021 |
Form of Employee Matters Agreement by and between the Company and Exelon* Exhibit 10.3 EMPLOYEE MATTERS AGREEMENT THIS EMPLOYEE MATTERS AGREEMENT (this ?Agreement?) is entered into as of [?], 2022, by and between EXELON CORPORATION, a Pennsylvania corporation (?Exelon?), and Constellation Energy Corporation, a Pennsylvania corporation and a direct, wholly-owned subsidiary of Exelon (?Constellation?). Exelon and Constellation are sometimes referred to herein individually |
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| November 12, 2021 |
DRS/A 1 filename1.htm As confidentially submitted to the Securities and Exchange Commission on November 12, 2021 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 3 to FORM 10 GENERAL FORM FOR REGISTRATION OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 CONSTELLATION NEWHOLDCO, INC. (Exact name of registrant as specified i |
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| November 12, 2021 |
DRSLTR 1 filename1.htm November 12, 2021 VIA EDGAR SUBMISSION U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Attention: Division of Corporation Finance Re: Constellation Newholdco Inc.Amendment No. 3 to Preliminary Registration Statement on Form 10 Confidentially Submitted November 12, 2021 Ladies and Gentlemen: Constellation Newholdco Inc. (the “Issuer”), a Pennsy |
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| November 12, 2021 |
Exhibit 99.1 Information contained herein is subject to completion or amendment. A Registration Statement on Form 10 relating to these securities has been confidentially submitted with the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended. SUBJECT TO COMPLETION. DATED NOVEMBER 12, 2021 Information Statement Distribution of Common Stock of Constellation Newhol |
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| October 21, 2021 |
As confidentially submitted to the Securities and Exchange Commission on October 21, 2021 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| October 21, 2021 |
Exhibit 99.1 Information contained herein is subject to completion or amendment. A Registration Statement on Form 10 relating to these securities has been confidentially submitted with the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended. SUBJECT TO COMPLETION. DATED OCTOBER 21, 2021 Information Statement Distribution of Common Stock of Constellation Newhold |
