Constellation Energy Corp

Previous wording

In March 2026, we entered into an agreement with LS Power Equity Advisors, LLC to sell five natural gas-fired generating facilities with approximately 4.4 GWs of capacity from Calpine's portfolio of generation assets located in PJM to satisfy regulatory commitments related to our acquisition of Calpine. The transaction is valued at $5.0 billion before closing adjustments. In August 2026, we entered into an agreement with LS Power to divest the Brazos Valley Energy Center (f/k/a Jack A. Fusco Energy Center), a 606 MW natural gas-fired plant in ERCOT for $860 million before closing adjustments. Completion of these transactions is subject to customary closing conditions and receipt of applicable regulatory approvals, and is expected to satisfy the remaining regulatory commitments related to the merger. We expect the transactions to close by the end of this year.

Current wording

In March 2026, we entered into an agreement with LS Power Equity Advisors, LLC to sell five natural gas-fired generating facilities with approximately 4.4 GWs of capacity from Calpine's portfolio of generation assets located in PJM to satisfy regulatory commitments related to our acquisition of Calpine. The transaction is valued at $5.0 billion before closing adjustments. Completion of the transaction is subject to customary closing conditions and receipt of applicable regulatory approvals, and is expected to close by the end of this year.

Previous wording

In April 2026, we celebrated the commissioning of the 105 MW Pastoria Solar Project, the largest renewable energy project contracted by the California Department of Water Resources to date in its mission to fully decarbonize its operations by 2035. The Pastoria Solar Project connects to the grid through the interconnection facilities at our highly efficient 750 MW natural gas-fired Pastoria facility. Also, co-located with the Pastoria Solar Project is the Pastoria Power Bank, a 80 MW/320 MWh Battery Energy Storage System, which came online in July 2026. The Pastoria Power Bank is contracted and supported by a 15-year power purchase agreement with Pacific Gas and Electric Company.

Current wording

In April 2026, we celebrated the commissioning of the 105 MW Pastoria Solar Project, the largest renewable energy project contracted by the California Department of Water Resources to date in its mission to fully decarbonize its operations by 2035. The Pastoria Solar Project connects to the grid through the interconnection facilities at our highly efficient 750 MW natural gas-fired Pastoria facility. Also, co-located with the Pastoria Solar Project is the Pastoria Power Bank, an 80 MW/320 MWh Battery Energy Storage System, which came online in July 2026. The Pastoria Power Bank is contracted and supported by a 15-year power purchase agreement with Pacific Gas and Electric Company.

Previous wording

We have signed an additional 920 MW of long-term PPAs for clean, reliable nuclear generation with a diverse set of investment grade customers to help them meet their evolving energy needs. These agreements are for 15-20 years in duration and are set to begin in 2029 through 2032. Among these PPAs, our 176 MW agreement with Walmart will enable a 30 MW capacity expansion at our Dresden Clean Energy Center in Illinois and facilitate additional investments to strengthen the local community by supporting jobs and enabling continued expansion of operations and workforce.

Current wording

In the second quarter of 2026, we signed long-term PPAs with a diverse group of investment-grade customers covering 920 MW of clean, reliable nuclear generation, primarily from our existing fleet. The agreements have terms of 15 to 20 years and are expected to commence between 2029 and 2032. This total includes a 176 MW PPA with Walmart that will support a 30 MW capacity expansion at our Dresden Clean Energy Center in Illinois, as well as additional investments in the facility, its workforce, and the local community.

Previous wording

In June 2026, FERC ruled on a number of issues presented in the co-location paper hearing and on several PJM compliance filings implementing directives from the December 2025 order. Importantly, FERC pressed PJM to implement changes to accommodate co-located load prior to PJM’s proposed June 2029 effective date.

Current wording

In June 2026, FERC ruled on a number of issues presented in the co-location paper hearing and on several PJM compliance filings implementing directives from the December 2025 order. Importantly, FERC pressed PJM to implement changes to accommodate co-located load prior to PJM’s proposed June 2029 effective date. In August 2026, PJM submitted its compliance filing and we are awaiting a FERC order on the filing.

Previous wording

We are closely monitoring developments of the ongoing Russia and Ukraine conflict, including United States, United Kingdom, European Union, and Canadian sanctions, and legislation that may impact exports and imports of Russian nuclear fuel supply and enrichment activities, as well as the potential for Russia to limit fuel deliveries. The U.S. “Prohibiting Russian Uranium Imports Act” became effective in August 2024, banning the import of low-enriched uranium into the U.S. that is produced in Russia or by Russian entities, absent a waiver from the DOE. Under a corollary bill, the Department of Energy has begun the process of distributing billions of dollars to support expansion of the domestic nuclear fuel cycle within the United States to improve emissions-free energy security. In November 2024, the Russian government issued a decree imposing temporary restrictions on the export of enriched uranium from Russia to the U.S. but allowing for a special Russian export license to be issued for individual shipments. Our nuclear fuel is obtained predominantly through long-term uranium supply and service contracts. We work with a diverse set of domestic and international suppliers years in advance to procure our nuclear fuel to support our refueling needs and mitigate the risk of exposure to Russian nuclear fuel supply. Recognizing the potential for the continuing conflict to impact our longer-term security and cost of supply, we have entered into contracts to increase the size of our nuclear fuel inventory. Our fuel procurement activities comply with all U.S. and international trade laws and we continue to take advantage of all available avenues to maintain continuity in our nuclear fuel supply, including working with the U.S. Government and our diverse set of suppliers to secure the nuclear fuel needed to continue to operate our nuclear fleet long-term.

Current wording

Lindsay O. Graham Sanctioning Russia and Iran Act of 2026 (Graham Act) that continued the uranium import waivers but appeared to increase difficulties for shipping fuel from Russia was signed in September 2026. In October 2026, the President issued an Executive Order that waived the application of all the sanctions, restrictions, and tariffs in the Graham Act. Our nuclear fuel is obtained predominantly through long-term uranium supply and service contracts. We work with a diverse set of domestic and international suppliers years in advance to procure our nuclear fuel to support our refueling needs and mitigate the risk of exposure to Russian nuclear fuel supply. Recognizing the potential for the continuing conflict to impact our longer-term security and cost of supply, we have entered into contracts to increase the size of our nuclear fuel inventory. Our fuel procurement activities comply with all U.S. and international trade laws and we continue to take advantage of all available avenues to maintain continuity in our nuclear fuel supply, including working with the U.S. Government and our diverse set of suppliers to secure the nuclear fuel needed to continue to operate our nuclear fleet long-term.

Previous wording

In September 2021, Illinois Governor JB Pritzker signed into law the Climate and Equitable Jobs Act, which, among other things, establishes a schedule for eliminating CO2 emissions by EGUs. Under that schedule, privately owned natural gas units that exceed an established level of NOx or SO 2 emissions and are located within three miles of an environmental justice community, or an equity investment-eligible community must permanently eliminate CO2 and co-pollutant emissions by January 1, 2030, subject to certain reliability exceptions, such as a determination by PJM that the unit is needed for reliability. PJM made such a finding with respect to our natural gas generation facility Zion Energy Center, acquired as part of Calpine, and accordingly Zion plans to operate past January 2030.

Current wording

In September 2021, Illinois Governor JB Pritzker signed into law the Climate and Equitable Jobs Act, which, among other things, establishes a schedule for eliminating CO 2 emissions by EGUs. Under that schedule, privately owned natural gas units that exceed an established level of NOx or SO 2 emissions and are located within three miles of an environmental justice community, or an equity investment-eligible community must permanently eliminate CO 2 and co-pollutant emissions by January 1, 2030, subject to certain reliability exceptions, such as a determination by PJM that the unit is needed for reliability. PJM made such a finding with respect to our natural gas generation facility, Zion Energy Center, acquired as part of Calpine, and accordingly Zion plans to operate past January 2030.

Previous wording

Management makes a number of significant estimates, assumptions, and judgments in the preparation of our financial statements. At June 30, 2026, our critical accounting policies and estimates had not changed significantly from December 31, 2025. See ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS — Critical Accounting Policies and Estimates of our 2025 Form 10-K for further information.

Current wording

Management makes a number of significant estimates, assumptions, and judgments in the preparation of our financial statements. At September 30, 2026, our critical accounting policies and estimates had not changed significantly from December 31, 2025. See ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF

Previous wording

GAAP Results of Operations. The following table sets forth our consolidated GAAP Net Income (Loss) Attributable to Common Shareholders for the three and six months ended June 30, 2026 compared to the same period in 2025. For additional information regarding the financial results for the three and six months ended June 30, 2026 and 2025, see the discussions of Results of Operations below.

Current wording

GAAP Results of Operations. The following table sets forth our consolidated GAAP Net Income (Loss) Attributable to Common Shareholders for the three and nine months ended September 30, 2026 compared to the same period in 2025. For additional information regarding the financial results for the three and nine months ended September 30, 2026 and 2025, see the discussion of Results of Operations below.

Previous wording

Unless otherwise noted, the income tax impact of each reconciling adjustment between GAAP Net Income (Loss) Attributable to Common Shareholders and Adjusted (non-GAAP) Operating Earnings is based on the marginal statutory federal and state income tax rates, taking into account whether the income or expense item is taxable or deductible, respectively, in whole or in part, which may result in an effective tax rate that differs from the marginal rate. The marginal statutory income tax rate was 25.5% for the three and six months ended June 30, 2026 and 2025. The following table provides a reconciliation between GAAP Net Income (Loss) Attributable to Common Shareholders and Adjusted (non-GAAP) Operating Earnings for the three and six months ended June 30, 2026 compared to the same period in 2025.

Current wording

Unless otherwise noted, the income tax impact of each reconciling adjustment between GAAP Net Income (Loss) Attributable to Common Shareholders and Adjusted (non-GAAP) Operating Earnings is based on the marginal statutory federal and state income tax rates, taking into account whether the income or expense item is taxable or deductible, respectively, in whole or in part, which may result in an effective tax rate that differs from the marginal rate. The marginal statutory income tax rate was 25.4% and 25.6% for the three and nine months ended September 30, 2026 and 2025, respectively. The following table provides a reconciliation between GAAP Net Income (Loss) Attributable to Common Shareholders and Adjusted (non-GAAP) Operating Earnings for the three and nine months ended September 30, 2026 compared to the same period in 2025.

Previous wording

(a)Amounts may not sum due to rounding. Earnings per share amount is based on average diluted common shares outstanding of 360 million and 314 million for the three months ended June 30, 2026 and 2025, respectively, and 357 million and 314 million for the six months ended June 30, 2026 and 2025, respectively.

Current wording

(a)Amounts may not sum due to rounding. Earnings per share amount is based on average diluted common shares outstanding of 354 million and 313 million for the three months ended September 30, 2026 and 2025, respectively, and 356 million and 314 million for the nine months ended September 30, 2026 and 2025, respectively.

Previous wording

(f)Represents elimination of the noncontrolling interest portion of certain adjustments included above.

Current wording

(g)Represents elimination of the noncontrolling interest portion of certain adjustments included above.