CEG 8-K filed 2026 · insiderdelta

Item 8.01. Other Events

On June 1, 2026, Constellation
Energy Corporation (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with
the selling shareholders named in Schedule I thereto (the “Selling Shareholders”) and Morgan Stanley & Co. LLC and J.P.
Morgan Securities LLC (collectively, the “Underwriters”), pursuant to which the Selling Shareholders agreed to sell to the
Underwriters, and the Underwriters agreed to purchase from the Selling Shareholders, 11,000,000 shares of common stock, without par value
(“Common Stock”), of the Company (such offering, the “Offering”). Under the terms of the Underwriting Agreement,
the Selling Shareholders granted the Underwriters a 30-day option to purchase up to 1,350,000 additional shares of Common Stock (the “Option
Shares”) from the Selling Shareholders. The Company did not sell any shares of Common Stock in the Offering and did not receive
any proceeds from the sale of shares of Common Stock in the Offering.

The Underwriting Agreement
also provided for the Company’s purchase from the Underwriters of 2,000,000 shares of Common Stock that were subject to the Offering
at a price per share equal to the price at which the Underwriters purchased the shares from the Selling Shareholders in the Offering,
for an aggregate purchase price of approximately $558.0 million (the “Share Repurchase”). The Share Repurchase was made pursuant
to the Company’s existing share repurchase program. After the completion of the Share Repurchase described above, there is approximately
$3.5 billion of remaining authority under the Company’s share repurchase program.

The Offering and the Share
Repurchase closed on June 2, 2026.

The Underwriting Agreement
contains customary representations and warranties, agreements and obligations, closing conditions, and termination provisions. The Company
and the Selling Shareholders have agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities
Act of 1933, as amended (the “Securities Act”).

The Offering was made pursuant
to a prospectus supplement, dated June 1, 2026, and filed with the U.S. Securities and Exchange Commission (the “SEC”) on
June 2, 2026, and the base prospectus, dated January 7, 2026, filed as part of the Company’s automatic shelf registration statement
(File No. 333-292608) filed with the SEC on January 7, 2026.

The foregoing description
of the Underwriting Agreement is not complete and is qualified in its entirety by reference to the full text of such agreement, which
is attached as Exhibit 1.1 to this Current Report on Form 8-K and incorporated herein by reference.

Ballard Spahr LLP has issued
an opinion, dated June 2, 2026, regarding certain legal matters with respect to the Offering, a copy of which is filed as Exhibit 5.1
hereto.

The Selling Shareholders are subject to a lock-up, subject to certain
exceptions, pursuant to the registration rights agreement, dated January 7, 2026 (the “Registration Rights Agreement”), by
and among the Company and the parties thereto from time to time (including the Selling Shareholders), with respect to the transfer of
the shares of Common Stock received by such Selling Shareholders in connection with the Company’s acquisition of Calpine Corporation,
with one-half of such shares scheduled to be released from the lock-up on June 30, 2026, and the remaining one-half of such shares scheduled
to be released from the lock-up on June 30, 2027. In connection with the Offering, the Company has waived the lock-up under the Registration
Rights Agreement solely with respect to the shares subject to the Offering (including any Option Shares).

This Current Report on Form
8-K does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of any securities
in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under
the securities laws of any such state or jurisdiction. Any offers, solicitations, or offers to buy, or any sales of securities will be
made in accordance with the registration requirements of the Securities Act.
CEG Constellation Energy Corp - 8-K

Item 8.01 - Other Events

Item 9.01 - Financial Statements and Exhibits
