Constellation Energy Corp

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. )

CONSTELLATION ENERGY CORPORATION

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other than the Registrant)

Letter from Constellation’s Board of Directors

Letter from Constellation’s Board of Directors

Dear Fellow Shareholders:

As we reflect on this past year, the Board is incredibly proud of our team’s outstanding performance and their tireless efforts to address the growing energy needs of our customers. Through the disciplined execution of our strategy and the consistent delivery of strong operational and financial performance, our best-in-class team continues to create meaningful value for our shareholders. From our separation from Exelon in 2022 through 2025, Constellation has delivered a total shareholder return of approximately 634%. This significant value creation is a testament to our team’s strategic execution and their contributions to America’s clean energy future.

Harnessing Our Combined Capabilities After Completing the Acquisition of Calpine

In January 2026, we completed our acquisition of Calpine Corporation, uniting Constellation’s zero-emission nuclear fleet with Calpine’s premier natural gas and geothermal fleets to create America’s largest clean and reliable energy producer. Uniting these fleets with a leading commercial platform further positions Constellation to deliver innovative customer solutions and strengthen America’s energy leadership, national security, and economic prosperity. Through this acquisition, Constellation can provide customers nationwide with access to the broadest array of clean and reliable energy solutions in the industry, while offering customers greater choice, competitive prices, and tailored clean energy products. The acquisition strengthens Constellation’s footprint in high-demand regions, including Texas and California, while maintaining significant operations in Illinois, Maryland, New York and Pennsylvania. The acquisition also brings together two exceptional teams with shared cultures of safety, operational excellence, and community partnership. The Board carefully oversaw the strategic review, diligence, and approval process and will continue to monitor integration progress to ensure the combined company delivers on its commitments.

Importantly, our capital allocation strategy has remained unchanged with this acquisition. Constellation continues to generate significant free cash flow, creating strategic capital and scale to reinvest in the business. With this significant free cash flow, we will (1) maintain strong investment-grade credit metrics, (2) deliver at least 10% annual dividend growth, (3) pursue growth opportunities that meet our double-digit unlevered return threshold, and (4) return capital to shareholders with $600 million remaining on our existing buyback program.

Capturing Value for Our Owners

In June 2025, we signed a 20-year power purchase agreement (PPA) with Meta for the output of the Clinton Clean Energy Center to support their clean energy goals and operations in the region with 1,121 megawatts of emissions-free nuclear energy. This deal will allow us to operate Clinton until mid-century and increase its clean energy output by 30 megawatts through plant uprates. The agreement with Meta will allow Constellation to add more new, clean, reliable energy to the grid in the Midcontinent Independent System Operator’s (MISO) zone four territory, covering central and southern Illinois. Additionally, this deal will preserve 1,100 high-paying local jobs, deliver $13.5 million in annual tax revenue, and add $1 million in charitable giving to local nonprofits over five years.

Our team has also made significant progress on our goal to reopen the Crane Clean Energy Center, which was made possible by our landmark 20-year PPA with Microsoft in 2024. We continue to relentlessly pursue all avenues to achieve full, permanent deliverability as quickly as possible, leveraging the additional avenues for accelerated interconnection provided by PJM.

Beyond the highlights of our nuclear fleet, we are also proud to have resolved our dispute with the state of Maryland by agreeing to fund and implement operational improvements and environmental projects at the Conowingo Dam, a hydroelectric power plant that we own and operate along the Susquehanna River. The commitments, which are valued at more than $340 million, will meet enforceable water quality standards by mitigating the impacts associated with the dam’s operation. This agreement clears the way for the re-licensing and continued operation of the dam for an additional 50 years.

Strengthening Our Board and Corporate Governance

Our Board remains focused on ensuring it is comprised of members whose backgrounds, experiences, and skills collectively enable effective oversight of our long-term strategy, including the integration of Calpine and the expansion of our clean and reliable generation portfolio. Accordingly, our Board aligns its refreshment efforts with the near- and long-term needs of the company, and in January 2026, we welcomed natural gas industry veteran Alan Armstrong to our Board. With our completion of the Calpine transaction, Alan’s deep industry knowledge and leadership will support our oversight as we integrate America’s largest natural gas portfolio into our generation fleet.

Letter from Constellation’s Board of Directors

To ensure the Board and its committees are operating with the highest degree of effectiveness, the Board maintains robust governance and risk-oversight practices, including annual Board and committee evaluations. These evaluations inform refreshment priorities and help ensure our Board has the right mix of skills as our business evolves.

We also support Board effectiveness through director education opportunities, which help directors stay current on best practices and developments in corporate governance and on topics that present special risks and opportunities to the company. These opportunities are complemented by the company’s annual shareholder engagement program, which provides our Board with meaningful insights into investor perspectives and

priorities. As a result, our Board is well-positioned to maintain and incorporate strong governance practices that are supported by our shareholders, and we remain committed to fully declassify the Board following the 2026 Annual Meeting of Shareholders.

Your Support is Important

As we approach the 2026 Annual Meeting of Shareholders, we want to emphasize that your vote is very important to us. We encourage you to carefully review the attached proxy statement and ask that you support our voting recommendations. We greatly appreciate your continued support and investment in Constellation and thank you for the confidence and trust you have placed in us.

Notice of Annual Meeting of Shareholders

Notice of Annual Meeting of Shareholders

To Shareholders of Constellation:

You are invited to participate in the 2026 Annual Meeting of Shareholders of Constellation. The Annual Meeting will take place in a virtual-only format. Shareholders may begin logging into the meeting on Tuesday, April 28, 2026 at 7:45 a.m. Eastern Time.

Items Of Business:

Your vote is important, and you are encouraged to vote promptly whether or not you plan to virtually attend the 2026 Annual Meeting of Shareholders.

This proxy statement is provided in connection with a solicitation of proxies by the Board of Directors of Constellation Energy Corporation (the “Board”) to be used at the Annual Meeting of Shareholders to be held on Tuesday, April 28, 2026 at 8:00 a.m., Eastern Time, and at any adjournment or postponement thereof (the “Annual Meeting”). This proxy statement is first being provided to our shareholders on or about March 19, 2026.

By order of the Board of Directors

Arden T. Phillips

Corporate Secretary

March 19, 2026

Important Notice Regarding Availability of Proxy Materials for the Annual Meeting of Shareholders to be Held on April 28, 2026:

Our proxy statement and 2025 Annual Report are available free of charge on our website constellationenergy.com or atwww.proxyvote.com.

At the Meeting:

Shareholders as of March 4, 2026 (the “record date”) may attend the virtual Annual Meeting and vote by using the 16-digit control number found on the proxy card, voting instruction form or Notice of Internet Availability of Proxy Materials that you previously received.

Any shareholder of record attending the Annual Meeting may vote during the meeting, at www.virtualshareholdermeeting.com/CEG2026, even if they have voted over the Internet, by telephone or returned a completed proxy card. Please note, however, that if your shares are held of record by a broker, bank or other nominee and you wish to vote at the meeting, you must obtain a valid form issued in your name from that record holder.

Virtual Meeting www.virtualshareholdermeeting. com/CEG2026. Tuesday, April 28, 2026 8:00 a.m., Eastern Time Record Date March 4, 2026

Voting

ONLINE

Vote online at www.proxyvote.com 24 hours a day. Prior to the Annual Meeting, visit www.proxyvote.com and use the control number that appears on your proxy card, voting instruction form or Notice of Internet Availability of Proxy Materials when you access the webpage. You may also scan the QR Barcode on the form you receive to transmit your voting instructions.

BY PHONE

Call toll-free 1-800-690-6903 If your shares are held in the name of a broker, bank or other nominees, follow the telephone voting instructions provided on your voting instruction card. If your shares are registered in your name, call 1-800-690-6903 and follow the telephone voting instructions. You will need the 16-digit control number that appears on your proxy card, voting instruction form or notice of Internet Availability of Proxy Materials.

BY MAIL

If you have received a printed version of these proxy materials, complete, date, sign and mail your proxy card in the enclosed postage-paid envelope provided, or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.

Information About the Annual Meeting

Information About the Annual Meeting

Throughout this proxy statement, “Constellation”, the “Company”, “we”, “our”, or “us” are intended to refer to Constellation Energy Corporation and its consolidated subsidiaries, unless specifically indicated otherwise. Constellation does not incorporate into this document the contents of any website, or the documents referred to in this proxy statement.

Distribution of Proxy Materials: This proxy statement is provided in connection with a solicitation of proxies by the Board of Directors of Constellation to be used at the Annual Meeting of Shareholders to be held on Tuesday, April 28, 2026 at 8:00 a.m., Eastern Time, and at any adjournment orpostponement thereof. On or about March 19, 2026, this proxy statement, along with our annual report, are being mailed or made available to shareholders.

Attendance at the Annual Meeting: You are invited to attend the virtual Annual Meeting, and we request that you vote on the proposals described in this proxy statement as recommended by the Board of Directors. If you have received a printed copy of these materials by mail, you may complete, sign and return your proxy card, or submit your proxy vote by telephone or over the Internet. If you did not receive a printed copy of these materials by mail and are accessing them via the Internet, you may follow the instructions under the heading, “Questions and Answers About the Annual Meeting” of this proxy statement to submit your proxy vote via the Internet or by telephone. Also, other information about voting is provided under “Questions and Answers About the Annual Meeting.”

Every Vote is Important: Make your vote count. Please vote your shares promptly to ensure your representation andthe presence of a quorum during the Annual Meeting. Vote your shares now via the Internet, by telephone, or by signing, dating, and returning the proxy card or voting instruction form. If you only received a Notice of Internet Availability of Proxy Materials, you may request a paper proxy card to submit your vote by mail, if you prefer. Please act as soon as possible to vote your shares, even if you plan to participate in the Annual Meeting online. If you are a beneficial owner of shares, your broker will not be able to vote your shares with respect to the election of directors and most of the other matters presented during the meeting, unless you have given your broker specific instructions to do so. We strongly encourage you to vote and greatly appreciate your prompt response.

Submitting your proxy now will not prevent you from voting your shares during the Annual Meeting, as your proxy is revocable at your option.

Asking Questions: The virtual meeting platform will provide shareholders with all the comparable rights as an in-person meeting.

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