CONSTELLATION ENERGY GENERATION LLC
For the period ended Dec 31, 2025. Filed Feb 24, 2026.
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FY2025 · Filed Feb 24, 2026
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19. Shareholders' Equity
- 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. Share repurchases may be made through a variety of methods, which may include open market transactions, privately negotiated transactions, or purchases pursuant to a Rule 10b5-1 trading plan, provided that the amounts spent do not exceed what is authorized. Any repurchased shares are constructively retired and cancelled. The program does not obligate us to acquire a minimum number of shares during any period and our repurchase of the Company's common stock may be limited, suspended, or discontinued at any time at our discretion and without prior notice. No other repurchase plans or programs have been authorized. As of December 31, 2025, there was approximately $593 million of remaining authority to repurchase shares of the Company's outstanding common stock.
During 2025, there were no open market repurchases. During 2024, we repurchased from the open market approximately 1.2 million shares of our common stock for a total cost, inclusive of taxes and transaction costs, of $150 million.
In 2024 and 2025, we entered into ASR agreements with financial institutions to initiate share repurchases of our common stock. Under the ASR agreements, we paid a specified amount to the financial institutions 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 agreements, we received an initial share delivery based on 80% of each ASR agreements' cost. Upon settlement of the ASR agreements, 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 each ASR agreement based on the average of the daily-volume weighted average share price, less a discount.
Note 19 — Shareholders' Equity
The following table summarizes each ASR agreement for the years ended December 31, 2025 and December 31, 2024:
| (in millions, except average price paid per share) | ||||||
|---|---|---|---|---|---|---|
| ASR Agreement Initiation | Total Cost | Initial Shares Received | ASR Agreement Settlement | Additional Shares Received | Total Number of Shares Purchased | Average Price Paid per Share |
| March 2024 | $354 | 1.7 | May 2024 | 0.2 | 1.9 | $182.65 |
| May 2024 | $505 | 1.8 | July 2024 | 0.6 | 2.4 | $211.40 |
| June 2025 | $404 | 1.1 | August 2025 | 0.2 | 1.3 | $311.84 |
Capped Call Options. During 2025, we entered intotwo structured share repurchase agreements. Under these agreements, we made up-front cash payments in exchange for the right to receive a predetermined amount of shares of our common stock or cash at expiration. Neither option was exercised during 2025, therefore we did not receive any shares at expiration. As a result, we received our initial up-front cash payments of $150 million plus a nominal cash premium. The cash received restored the remaining authority available for repurchases.
Changes in Accumulated Other Comprehensive Income (Loss) (All Registrants)
The following tables present changes in AOCI, net of tax, by component:
| Gains (losses) on Cash Flow Hedges | Pension and OPEB Items(a) | Foreign Currency Items | Total | |
|---|---|---|---|---|
| Balance at December 31, 2022 | $(9) | $(1,725) | $(26) | $(1,760) |
| OCI before reclassifications | (2) | (453) | 2 | (453) |
| Amounts reclassified from AOCI | 1 | 21 | — | 22 |
| Net current-period OCI | (1) | (432) | 2 | (431) |
| Balance at December 31, 2023 | $(10) | $(2,157) | $(24) | $(2,191) |
| OCI before reclassifications | — | (176) | (10) | (186) |
| Amounts reclassified from AOCI | 4 | 71 | — | 75 |
| Net current-period OCI | 4 | (105) | (10) | (111) |
| Balance at December 31, 2024 | $(6) | $(2,262) | $(34) | $(2,302) |
| OCI before reclassifications | — | (219) | 21 | (198) |
| Amounts reclassified from AOCI | 7 | 68 | — | 75 |
| Net current-period OCI | 7 | (151) | 21 | (123) |
| Balance at December 31, 2025 | $1 | $(2,413) | $(13) | $(2,425) |
(a)AOCI amounts are included in the computation of net periodic pension and OPEB cost. See Note 14 — 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):
| Year Ended December 31, | |||
|---|---|---|---|
| 2025 | 2024 | 2023 | |
| Pension and OPEB plans: | |||
| Actuarial loss reclassified to periodic benefit cost | $(24) | $(24) | $(10) |
| Pension and OPEB plans valuation adjustment | 74 | 59 | 151 |
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