CEG: Other company developments

Item 8.01. Other Events On June 1, 2026, Constellation Energy Corporation (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with the selling shareholders named in Schedule I thereto (the “Selling Shareholders”) and Morgan Stanley & Co. LLC and J.P. Morgan Securities LLC (collectively, the “Underwriters”), pursuant to which the Selling Shareholders agreed to sell to the Underwriters, and the Underwriters agreed to purchase from the Selling Shareholders, 11,000,000 shares of common stock, without par value (“Common Stock”), of the Company (such offering, the “Offering”). Under the terms of the Underwriting Agreement, the Selling Shareholders granted the Underwriters a 30-day option to purchase up to 1,350,000 additional shares of Common Stock (the “Option Shares”) from the Selling Shareholders. The Company did not sell any shares of Common Stock in the Offering and did not receive any proceeds from the sale of shares of Common Stock in the Offering. The Underwriting Agreement also provided for the Company’s purchase from the Underwriters of 2,000,000 shares of Common Stock that were subject to the Offering at a price per share equal to the price at which the Underwriters purchased the shares from the Selling Shareholders in the Offering, for an aggregate purchase price of approximately $558.0 million (the “Share Repurchase”). The Share Repurchase was made pursuant to the Company’s existing share repurchase program. After the completion of the Share Repurchase described above, there is approximately $3.5 billion of remaining authority under the Company’s share repurchase program. The Offering and the Share Repurchase closed on June 2, 2026. The Underwriting Agreement contains customary representations and warranties, agreements and oblig