Constellation Energy Corp
For the period ended Sep 30, 2026. Filed Nov 9, 2026.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2026 · Filed Nov 9, 2026
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16. Shareholders' Equity
- Shareholders' Equity
Share Repurchase Program (CEG Parent)
During 2026, our Board of Directors approved a $4.4 billion increase relative to the remaining $0.6 billion authorization under our share repurchase program. No other repurchase plans or programs have been authorized. As of the date of this filing, we have approximately $2.0 billion of remaining authority for repurchases. See Note 19 — Shareholders' Equity of our 2025 Form 10-K for additional information on our share repurchase program.
During the three and nine months ended September 30, 2026, we repurchased approximately 3.8 million and 10.9 million shares of our common stock in the open market for approximately $1.0 billion and $3.0 billion, respectively, inclusive of open market repurchases and the secondary public offering discussed further in Note 2 — Mergers, Acquisitions, and Dispositions. During the three and nine months ended September 30, 2025, there were no open market repurchases.
ASR Agreements. In June 2025, 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 based on 80% of the ASR agreement's cost, which resulted in an immediate reduction in the number of our shares outstanding, with incremental shares delivered upon settlement of the ASR.
The following table summarizes the ASR agreement for the nine months ended September 30, 2025:
| (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 |
| June 2025 | $404 | 1.1 | August 2025 | 0.2 | 1.3 | $311.84 |
Note 16 — Shareholders' Equity
Capped Call Options. During the first quarter of 2025, we entered intotwo structured share repurchase agreements. Under these agreements, we made up-front cash payments of $150 million in the first quarter of 2025 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 the second or third quarters of 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 during the second and third quarters of 2025. 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:
| Three Months Ended September 30, 2026 | Gains (losses) on Cash Flow Hedges | Pension and OPEB Items(a) | Foreign Currency Items | Total |
|---|---|---|---|---|
| Beginning balance | $4 | $(2,385) | $(17) | $(2,398) |
| OCI before reclassifications | — | — | — | — |
| Amounts reclassified from AOCI | 1 | 31 | — | 32 |
| Net current-period OCI | 1 | 31 | — | 32 |
| Ending balance | $5 | $(2,354) | $(17) | $(2,366) |
| Beginning balance | $(3) | $(2,263) | $(6) | $(2,272) |
| OCI before reclassifications | — | — | (8) | (8) |
| Amounts reclassified from AOCI | 2 | 18 | — | 20 |
| Net current-period OCI | 2 | 18 | (8) | 12 |
| Ending balance | $(1) | $(2,245) | $(14) | $(2,260) |
| Beginning balance | $1 | $(2,413) | $(13) | $(2,425) |
|---|---|---|---|---|
| OCI before reclassifications | — | (25) | (4) | (29) |
| Amounts reclassified from AOCI | 4 | 84 | — | 88 |
| Net current-period OCI | 4 | 59 | (4) | 59 |
| Ending balance | $5 | $(2,354) | $(17) | $(2,366) |
| Beginning balance | $(6) | $(2,262) | $(34) | $(2,302) |
| OCI before reclassifications | — | (34) | 20 | (14) |
| Amounts reclassified from AOCI | 5 | 51 | — | 56 |
| Net current-period OCI | 5 | 17 | 20 | 42 |
| Ending balance | $(1) | $(2,245) | $(14) | $(2,260) |
(a)AOCI amounts are included in the computation of net periodic pension and OPEB cost. See Note 11 — Retirement Benefits for additional information. See our Consolidated Statements of Operations and Comprehensive Income for individual components of AOCI.
Note 16 — Shareholders' Equity
The following table presents income tax (expense) benefit allocated to each component of our other comprehensive income (loss):
| Three Months Ended September 30, | Nine Months Ended September 30, | |||
|---|---|---|---|---|
| 2026 | 2025 | 2026 | 2025 | |
| Pension and OPEB plans: | ||||
| Actuarial loss reclassified to periodic benefit cost | $(11) | $(5) | $(29) | $(18) |
| Pension and OPEB plans valuation adjustment | — | — | 8 | 12 |
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