Constellation Energy Files 8-K

TL;DR

CEG filed an 8-K on 12/9/25, mostly procedural stuff, check exhibits for details.

AI Summary

Constellation Energy Corp. filed an 8-K on December 9, 2025, primarily to report other events and file financial statements and exhibits. The filing includes information related to Constellation Energy Generation LLC, a subsidiary, and details its business address and former company name. No specific new financial transactions or material events were detailed in the provided excerpt.

Why It Matters

This filing serves as an official record of corporate events and financial disclosures for Constellation Energy Corp., providing transparency to investors and the market.

Risk Assessment

Risk Level: low — The filing is primarily procedural and does not appear to contain new material risks or significant negative developments.

Key Players & Entities

• Constellation Energy Corp. (company) — Filer of the 8-K
• Constellation Energy Generation LLC (company) — Subsidiary mentioned in the filing
• 20251209 (date) — Filing date

FAQ

Filing Documents

• tm2532248d3_8k.htm (8-K) — 46KB
• tm2532248d3_ex99-1.htm (EX-99.1) — 49KB
• tm2532248d3_ex99-1img001.jpg (GRAPHIC) — 14KB
• 0001104659-25-119687.txt ( ) — 339KB
• ceg-20251209.xsd (EX-101.SCH) — 3KB
• ceg-20251209_def.xml (EX-101.DEF) — 26KB
• ceg-20251209_lab.xml (EX-101.LAB) — 35KB
• ceg-20251209_pre.xml (EX-101.PRE) — 24KB
• tm2532248d3_8k_htm.xml (XML) — 7KB

01. Other Events

Item 8.01. Other Events On January 10, 2025, Constellation Energy Corporation (Nasdaq: CEG) ("CEG Parent"), entered into an Agreement and Plan of Merger (the "Merger Agreement"), by and among Calpine Corporation, a Delaware corporation ("Calpine"), certain wholly-owned direct and indirect subsidiaries of Calpine, CEG Parent, and Volt Energy Holdings GP, LLC, a Delaware limited liability company, solely in its capacity as the representative of the stockholders of Calpine. The Merger Agreement provides for a series of transactions (the "Merger") on the terms and subject to the conditions set forth therein whereby Calpine will become an indirect, wholly owned subsidiary of Constellation Energy Generation, LLC ("Constellation"). On December 9, 2025, Constellation announced that, in connection with the planned acquisition of Calpine by CEG Parent, Constellation is commencing private exchange offers (the "Exchange Offers") and related consent solicitations (the "Consent Solicitations") with respect to the outstanding (i) 4.625% Senior Unsecured Notes due 2029 ("Existing Unsecured 2029 Notes"), (ii) 5.000% Senior Unsecured Notes due 2031 ("Existing Unsecured 2031 Notes") and (iii) 3.750% Senior Secured Notes ("Existing Secured 2031 Notes" and, together with the Existing Unsecured 2029 Notes and the Existing Unsecured 2031 Notes, the "Calpine Notes") of Calpine. The Exchange Offers and the Consent Solicitations are being made upon the terms and conditions set forth in an exchange offers memorandum and consent solicitations statement dated December 9, 2025 (the "Offering Memorandum"), copies of which will be made available to holders of the Calpine Notes eligible to participate in the Exchange Offers ("Eligible Holders").Pursuant to the Exchange Offers, Constellation is offering to issue new notes in exchange for any and all of the Calpine Notes held by Eligible Holders. In addition, pursuant to the Consent Solicitations, Constellation is soliciting consents on behalf of

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits (d) Exhibits. Exhibit No. Description 99.1 Press release dated December 9, 2025. 101 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document 104 The cover page from this Current Report on Form 8-K, formatted as Inline XBRL * * * * * This combined Current Report on Form 8-K is being filed separately by Constellation Energy Corporation and Constellation Energy Generation, LLC, (collectively, the "Registrants"). Information contained herein relating to any individual Registrant has been filed by such Registrant on its own behalf. Neither Registrant makes any representation as to information relating to the other Registrant. This Current Report on Form 8-K contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that are subject to risks and uncertainties. Words such as "could," "may," "expects," "anticipates," "will," "targets," "goals," "projects," "intends," "plans," "believes," "seeks," "estimates," "predicts," and variations on such words, and similar expressions that reflect the Registrants' current views with respect to future events and operational, economic, and financial performance, are intended to identify such forward-looking statements. These forward-looking statements include, but are not limited to, statements regarding the Exchange Offers, the Consent Solicitations, the expected timing and likelihood of completion of the Exchange Offers, the Consent Solicitations and the Merger, the pro forma combined company and its operations, strategies, plans, synergies, opportunities and anticipated future performance and capital structure. Information adjusted for the Merger should not be considered a forecast of future results. Although the Registrants believe these forward-looking statements are reasonable, statements made regarding future results are not guarantees of future performance

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, each Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. CONSTELLATION ENERGY CORPORATION /s/ Daniel L. Eggers Daniel L. Eggers Executive Vice President and Chief Financial Officer CONSTELLATION ENERGY GENERATION, LLC /s/ Daniel L. Eggers Daniel L. Eggers Executive Vice President and Chief Financial Officer December 9, 2025

View Full Filing

View this 8-K filing on SEC EDGAR