Constellation Energy Corp

14. Shareholders' Equity

Share Repurchase Program (CEG Parent)

Since 2023, our Board of Directors authorized the repurchase of up to $3 billion of the Company's outstanding common stock. As of March 31, 2025, there was approximately $841 million of remaining authority to repurchase shares of the Company's outstanding common stock, which reflects the impact of the purchases of capped call options. No other repurchase plans or programs have been authorized. See Note 19 — Shareholders' Equity of our 2024 Form 10-K for additional information on our share repurchase program.

During the three months ended March 31, 2025, no share repurchases occurred. During the three months ended March 31, 2024, we repurchased from the open market 1.2 million shares of our common stock for a total cost, inclusive of taxes and transaction costs, of $150 million.

During the first quarter of 2024, we entered into an ASR agreement with a financial institution to initiate share repurchases of our common stock. Under the ASR agreement, we paid a specified amount to the financial institution and received an initial delivery of shares of common stock, which resulted in an immediate reduction in the number of our shares outstanding. Based on the terms of the ASR agreement below, we received an initial share delivery based on 80% of the ASR agreement's cost. Upon settlement of the ASR agreement, the financial institution delivers additional incremental shares. The total number of shares ultimately delivered, and therefore the average price paid per share, is determined at the end of the applicable purchase period of the ASR agreement based on the average of the daily-volume weighted average share price, less a discount.

The following table summarizes the activity of our ASR agreement for the three months ended March 31, 2024:

Capped Call Options. In February 2025, we entered intotwo structured share repurchase agreements. Under these agreements, we were required to make up-front cash payments totaling $150 million in exchange for the right to receive a predetermined amount of shares of our common stock or cash at expiration, depending upon the closing price of our common stock on the respective settlement dates. The agreements expire in May 2025 and August 2025. If either option is exercised, we would receive shares which would reduce the number of our total shares outstanding. If the options are not exercised, we will receive our initial up-front cash payment plus a nominal cash premium at the expiration of the agreements. The cash received will restore the remaining authority available for repurchases. Any prepayments or cash payments at settlement are recorded in Common Stock on our Consolidated Balance Sheet and as a financing activity within our Consolidated Statement of Cash Flows.

Note 14 — Shareholders' Equity

Changes in Accumulated Other Comprehensive Loss (All Registrants)

The following tables present changes in AOCI, net of tax, by component:

(a)AOCI amounts are included in the computation of net periodic pension and OPEB cost. See Note 9 — Retirement Benefits for additional information. See our Consolidated Statements of Operations and Comprehensive Income for individual components of AOCI.

The following table presents income tax (expense) benefit allocated to each component of our other comprehensive income (loss):