Constellation Energy CORP 8-K Filing

FAQ

Key Financial Figures

• $646,822,000 — time, on the Early Tender Deadline, (i) $646,822,000 in aggregate principal amount of Existi
• $846,337,000 — ly given and not validly revoked), (ii) $846,337,000 in aggregate principal amount of Existi
• $794,462,000 — iven and not validly revoked) and (iii) $794,462,000 in aggregate principal amount of Existi

Filing Documents

• ceg-20251223.htm (8-K) — 47KB
• ceg-202512238kexh991.htm (EX-99.1) — 20KB
• ceg-202512238kexh991001.jpg (GRAPHIC) — 244KB
• ceg-202512238kexh991002.jpg (GRAPHIC) — 345KB
• ceg-202512238kexh991003.jpg (GRAPHIC) — 339KB
• ceg-202512238kexh991004.jpg (GRAPHIC) — 321KB
• ceg-202512238kexh991005.jpg (GRAPHIC) — 129KB
• 0001868275-25-000119.txt ( ) — 2151KB
• ceg-20251223.xsd (EX-101.SCH) — 3KB
• ceg-20251223_def.xml (EX-101.DEF) — 19KB
• ceg-20251223_lab.xml (EX-101.LAB) — 32KB
• ceg-20251223_pre.xml (EX-101.PRE) — 19KB
• ceg-20251223_htm.xml (XML) — 6KB

01. Other Events

Item 8.01. Other Events On December 23, 2025, Constellation Energy Generation, LLC ("Constellation") announced that it has extended the expiration date of (A) its previously announced private offers to exchange any and all of 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") issued by Calpine Corporation, a Delaware corporation ("Calpine"), held by eligible holders for, to the extent held by eligible holders, newly issued (i) 4.625% Senior Unsecured Notes due 2029 ("New Unsecured 2029 Notes"), (ii) 5.000% Senior Unsecured Notes due 2031 ("New Unsecured February 2031 Notes") and (iii) 3.750% Senior Unsecured Notes due 2031 ("New Unsecured March 2031 Notes") by Constellation having the same interest payment dates, maturity dates and interest rates as the Calpine Notes (each, an "Exchange Offer", and collectively, the "Exchange Offers") and (B) Constellation's related solicitation of consents, on behalf of Calpine (the "Consent Solicitations"), to adopt the Proposed Amendments (as defined below), pursuant to the terms and subject to the conditions set forth in an exchange offers memorandum and consent solicitations statement, dated December 9, 2025 (the "Offering Memorandum"). Constellation has extended the expiration date of the Exchange Offers and Consent Solicitations, which was originally scheduled to be 5:00 p.m., New York City time, on January 8, 2026, to 5:00 p.m., New York City time, on January 12, 2026, unless such date is extended or earlier terminated (such date and time, as they may be extended, the "Amended Expiration Date"). Constellation reserves the right to terminate, withdraw, amend or extend the Exchange Offers and Consent Solicitations in its sole

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits (d) Exhibits. Exhibit No. Description 99.1 Press R elease dated December 23 , 2025 101 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. 104 The cover page from the Current Report on Form 8-K, formatted as Inline XBRL. * * * * * This combined Current Report on Form 8-K is being furnished separately by Constellation Energy Corporation and Constellation Energy Generation, LLC, (collectively, the "Registrants"). Information contained herein relating to one of the Registrants has been furnished 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 Transaction, the pro forma combined company and its operations, strategies, plans, synergies, opportunities and anticipated future performance and capital structure. Information adjusted for the Transaction 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

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 Corporation CONSTELLATION ENERGY GENERATION, LLC /s/ Daniel L. Eggers Daniel L. Eggers Executive Vice President and Chief Financial Officer Constellation Energy Generation, LLC December 23, 2025 EXHIBIT INDEX Exhibit No. Description 99.1 Press Release dated December 23, 2025 101 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. 104 The cover page from the Current Report on Form 8-K, formatted as Inline XBRL.

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