SEC EDGAR · 10-K

10-K – 2026-02-24 – ceg-20251231.htm

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Omsättning

4. Revenue from Contracts with Customers | 104
IRS Internal Revenue Service | ISO Independent System Operator
After considering divestitures connected with certain regulatory approvals, our merger with Calpine added approximately 23 GWs across 72 generation and battery storage assets, providing reliable power resources in areas experiencing significant demand growth. Calpine is the nation’s largest generator of electricity from natural gas and geothermal resources, according to S&P Global Market Intelligence, with a strong footprint in Texas, California, and the Northeast regions of the U.S. Natural gas | Calpine's retail energy platform adds approximately 62 TWhs of annual load to our business, and allows us to expand our C&I and residential customer base, creating incremental sales channels across the country. With the addition of Calpine, we add approximately 2,500 employees who are dedicated to operational excellence and a shared commitment to serving customers. | Refer to Note 2 — Mergers, Acquisitions, and Dispositions of the Combined Notes to Consolidated Financial Statements for additional information on our acquisition of Calpine.
__________ | (a) Dispatch Match is used to measure the responsiveness of a unit to the market, expressed as the total actual energy revenue net of fuel cost relative to the total desired energy revenue net of fuel cost. Factors having an adverse effect on Dispatch Match include forced outages, derates, and failure to operate to the desired generation signal. | (b) Renewable Energy Capture is an indicator of how efficiently the installed assets capture the natural energy available from the wind, the sun, and water. Renewable Energy Capture represents an energy-based fraction, the numerator of which is the energy produced by the sum of the wind turbines, solar panels, and run-of-river hydroelectric operations in the year, and the denominator of which is the total expected energy to be produced during the year, with adjustments made for certain events th
(a) Dispatch Match is used to measure the responsiveness of a unit to the market, expressed as the total actual energy revenue net of fuel cost relative to the total desired energy revenue net of fuel cost. Factors having an adverse effect on Dispatch Match include forced outages, derates, and failure to operate to the desired generation signal. | (b) Renewable Energy Capture is an indicator of how efficiently the installed assets capture the natural energy available from the wind, the sun, and water. Renewable Energy Capture represents an energy-based fraction, the numerator of which is the energy produced by the sum of the wind turbines, solar panels, and run-of-river hydroelectric operations in the year, and the denominator of which is the total expected energy to be produced during the year, with adjustments made for certain events th
Based on data from EEI, we are the nation’s largest energy supplier for C&I and residential power volumes. Through our integrated business operations, we sell electricity, natural gas, and other energy-related products and sustainable solutions to various types of customers, including distribution utilities, municipalities, cooperatives, and commercial, industrial, public sector, and residential customers in markets across multiple geographic regions. We serve approximately 2 million total custo | We are a leader in electric power supply, serving approximately 204 TWhs in 2025 through sales to retail customers and wholesale load auctions to a geographically diverse customer base. The following table illustrates these volumes across our five reportable segments: | 2025 Electric Power Supply (TWhs) Served (a )
(a) Includes retail load and wholesale load auction volumes only. Electric generation in excess of our total retail and wholesale load would be sold in the respective RTO or ISO in which our facility is located. Other includes New England, South, and West. | We are active in all domestic wholesale power and gas markets that span the entire lower 48 states and have complementary retail activity across many of those states. We typically obtain power supply from the market to meet our wholesale and retail obligations. Our market risk is mitigated by our owned and contracted generation located in multiple geographic regions. The commodity risks associated with the output from owned and contracted generation are managed using various commodity transactio
Consumer purchasing strategies have trended from direct supply relationships to third-party relationships with several customers looking to third-party consultants and brokers to find suppliers like us to reduce costs and evaluate the increasing number of options available for expanding energy solutions beyond the commodity. In response, we have expanded our third-party capabilities, created scale through a comprehensive support structure, and enhanced digital applications providing tools, track | Wholesale Market

Rörelseresultat

— 71 (71) | Operating income (loss) | 3,086 4,352 (1,266)
Gain (loss) on sales of assets and businesses — 71 27 | Operating income (loss) 3,086 4,352 1,610 | Other income and (deductions)

Periodens resultat

Financial Results of Operations | GAAP Results of Operations. The following table sets forth our consolidated GAAP Net Income (Loss) Attributable to Common Shareholders for the year ended December 31, 2025 compared to 2024. For additional information regarding the financial results for the years ended December 31, 2025 and 2024, see the discussions of Results of Operations below.
2025 2024 | GAAP Net Income (Loss) Attributable to Common Shareholders | $ 2,319 $ 3,749 $ (1,430)
Adjusted (non-GAAP) Operating Earnings. We utilize Adjusted (non-GAAP) Operating Earnings (and/or its per share equivalent) in our internal analysis, and in communications with investors and analysts, as a consistent measure for comparing our financial performance and discussing the factors and trends affecting our business. The presentation of Adjusted (non-GAAP) Operating Earnings is intended to complement and should not be considered an alternative to, nor more useful than, the presentation o
The table below provides a reconciliation of GAAP Net Income to Adjusted (non-GAAP) Operating Earnings. Adjusted (non-GAAP) Operating Earnings is not a standardized financial measure and may not be comparable to other companies’ presentations of similarly titled measures. | 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 25.6
GAAP Net Income (Loss) Attributable to Common Shareholders | $ 2,319 $ 7.40 $ 3,749 $ 11.89
Equity in income (losses) of unconsolidated affiliates (1) (4) 3 | Net income (loss) 2,323 3,738 (1,415) | Net income (loss) attributable to noncontrolling interests
Net income (loss) 2,323 3,738 (1,415) | Net income (loss) attributable to noncontrolling interests | 4 (11) 15
4 (11) 15 | Net income (loss) attributable to common shareholders $ 2,319 $ 3,749 $ (1,430)

Resultat per aktie

CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING INFORMATION | This report contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that are subject to risks and uncertainties. Words such as “could,” “may,” “expects,” “anticipates,” “will,” “targets,” “goals,” “projects,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “predicts,” and variations on such words, and similar expressions that reflect our current views with respect to future events and operational, economic and financial perform | Forward-looking statements are based on current expectations, estimates and assumptions that involve a number of risks and uncertainties that could cause actual results to differ materially from those projected. The factors that could cause actual results to differ materially from the forward-looking statements made by us include those factors discussed herein, including those factors discussed in (a) Part I, ITEM 1A. Risk Factors, (b) Part II, ITEM 7. Management’s Discussion and Analysis of Fin
Risks related to the acquisition of Calpine primarily include: | • no assurance of the dividends at the current rate post-acquisition, reduced ownership and voting power for current shareholders, and potential dilution to earnings per share, | • integration challenges including the complex, costly and time-consuming integration process with potential unknown liabilities, and the possible loss of key employees and customers, and
equity-based awards). Our prior shareholders and former Calpine stockholders owned approximately 86% and 14% of the outstanding shares of our common stock, respectively, immediately following the consummation of the merger. Each shareholder prior to the merger that remained a shareholder has a percentage ownership of the combined company that is smaller than the shareholder’s percentage held prior to the merger. As a result of this reduced ownership percentage, prior shareholders will have less | The merger may not be accretive to earnings and may cause dilution to our earnings per share, which may negatively affect the market price of our common stock. | We currently anticipate that the merger will be accretive to earnings per share in 2026. This expectation is based on preliminary estimates that are subject to change. We may also encounter additional transaction and integration-related costs, may fail to realize all the benefits anticipated in the merger, or be subject to other factors that affect preliminary estimates. Any of these factors could negatively impact our operating results or decrease or delay the expected accretive effect of the m
The merger may not be accretive to earnings and may cause dilution to our earnings per share, which may negatively affect the market price of our common stock. | We currently anticipate that the merger will be accretive to earnings per share in 2026. This expectation is based on preliminary estimates that are subject to change. We may also encounter additional transaction and integration-related costs, may fail to realize all the benefits anticipated in the merger, or be subject to other factors that affect preliminary estimates. Any of these factors could negatively impact our operating results or decrease or delay the expected accretive effect of the m | We have incurred and will incur significant transaction- and merger-related costs, and these costs may be more than anticipated, negatively impacting our operating results.
2025 2024 | Earnings Per Share (a) | Earnings Per Share (a)
Earnings Per Share (a) | Earnings Per Share (a)
__________ | (a) Amounts may not sum due to rounding. Earnings per share amount is based on average diluted common shares outstanding of 314 million and 315 million for the years ended December 31, 2025 and 2024, respectively. | (b) Includes unrealized gains and losses on economic hedges, interest rate swaps, and fair value adjustments related to gas imbalances and equity investments.

Kassaflöde

CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING INFORMATION | This report contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that are subject to risks and uncertainties. Words such as “could,” “may,” “expects,” “anticipates,” “will,” “targets,” “goals,” “projects,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “predicts,” and variations on such words, and similar expressions that reflect our current views with respect to future events and operational, economic and financial perform | Forward-looking statements are based on current expectations, estimates and assumptions that involve a number of risks and uncertainties that could cause actual results to differ materially from those projected. The factors that could cause actual results to differ materially from the forward-looking statements made by us include those factors discussed herein, including those factors discussed in (a) Part I, ITEM 1A. Risk Factors, (b) Part II, ITEM 7. Management’s Discussion and Analysis of Fin
The demand for reliable, emissions-free energy and sustainability solutions continues to grow across the country. We aim to meet the growing energy needs of all our customers. We continue to serve as a partner to businesses and public entities to help meet their energy and sustainability needs. | We are committed to maintaining sufficient financial liquidity and an appropriate capital structure to support safe, secure and reliable operations, even in volatile market conditions. We believe our investment grade credit rating is a competitive advantage and we intend to maintain our credit position and best-in-class balance sheet. In line with that commitment, available cash flow will first be used to meet investment grade credit targets, with incremental capital allocated towards discipline | Growth Opportunities. We continually evaluate growth opportunities aligned with our businesses, assets, and markets leveraging our expertise in those areas and offering durable returns. We may pursue growth opportunities that optimize our core business or expand upon our strengths, including, but not limited to the following:
• Continue to monitor opportunities to participate in advanced nuclear and CCUS as well as investments in battery storage and solar to maintain our leadership position as stewards of an emissions-free energy future. | We will employ a disciplined approach to acquisitions that grow future cash flow and support strategic initiatives. This strategy was realized, in part, with the acquisition of Calpine, a combination that brings together premier nuclear, natural gas, and geothermal fleets with a leading commercial platform to deliver innovative customer solutions and strengthen U.S. energy leadership, national security, and economic prosperity. See Note 2 — Mergers, Acquisitions, and Dispositions of the Combined | Various market, financial, regulatory, legislative and operational factors could affect our success in pursuing these strategies. We continue to assess infrastructure, operational, policy, and legal solutions to these issues. See ITEM 1A. RISK FACTORS for additional information.
We cannot assure that we will continue paying dividends at the current rate. | We currently expect to pay dividends in an amount consistent with the dividend policy in effect prior to the completion of the merger. However, there is no assurance that our shareholders will receive the same dividends following the merger for reasons that may include capital spending plans, financing agreements, cash flow or financial condition. Decisions on whether, when, and in which amounts to make any future distributions will remain at all times entirely at the discretion of our Board of | Our shareholders prior to the merger have a reduced ownership and voting power after the merger, and former Calpine stockholders are not obligated to maintain their ownership interest indefinitely.
Nuclear Decommissioning Asset Retirement Obligations | The AROs associated with decommissioning our nuclear un its were $12.9 billion at December 31, 2025. The authoritative guidance requires that we estimate our obligation for the future decommissioning of our nuclear generating plants. To estimate that liability, we use an internally-developed, probability-weighted, discounted cash flow model which, on a unit-by-unit basis, considers multiple decommissioning outcome scenarios. | Over the past decade, nuclear operators and third-party service providers have continued to obtain more information about costs associated with decommissioning activities. At the same time, regulators are gaining more information about decommissioning activities which could result in changes to existing decommissioning requirements. In addition, over time, it is possible that technological advances will be identified that could create efficiencies and lead to a reduction in decommissioning costs
Cost Escalation Factors. We use cost escalation factors to escalate the decommissioning costs from the decommissioning cost studies discussed above through the assumed decommissioning period for each of the units. Cost escalation studies, updated on an annual basis, are used to determine escalation factors, and are based on inflation indices for labor, equipment and materials, energy, LLRW disposal, and other costs. All the nuclear AROs are adjusted each year for updated cost escalation factors. | Probabilistic Cash Flow Models. Our probabilistic cash flow models include the assignment of probabilities to various scenarios for decommissioning cost levels, decommissioning approaches, and timing of plant shutdown on a unit-by-unit basis. Probabilities assigned to cost levels include an assessment of the likelihood of costs 20% higher (high-cost scenario) or 15% lower (low-cost scenario) than the base-cost scenario. The assumed decommissioning scenarios generally include the following three | The actual decommissioning approach selected will be determined at the time of shutdown and may be influenced by multiple factors including the funding status of the NDT funds at the time of shutdown and regulatory or other commitments.
The plant shutdown timing scenarios consider four alternatives: (1) the probability of early plant retirement, (2) the probability of operating through the original 40-year nuclear license term, (3) the probability of operating through an initial 20-year license renewal term, and (4) the probability of a second 20-year license renewal term. As power market and regulatory environment developments occur, we evaluate and incorporate, as necessary, the impacts of such developments into our nuclear A | Our probabilistic cash flow models also include an assessment of the timing of DOE acceptance of SNF for disposal. We currently assume DOE will begin accepting SNF from the industry in 2040. The SNF acceptance date assumption is based on management’s estimates of the amount of time required for DOE to select a site location and develop the necessary infrastructure for long-term SNF storage. For additional information regarding SNF, see Note 18 — Commitments and Contingencies of the Combined Note | Discount Rates. The probability-weighted estimated future cash flows for the various assumed scenarios are discounted using our specific credit-adjusted, risk-free rates (CARFR) or a AAA-rated U.S. company proxy CARFR for the units that maintain the ability to collect decommissioning costs from utility customers (former PECO and STP units). We initially recognize an ARO at fair value and subsequently adjust it for changes to estimated costs, timing of future cash flows and modifications to decom
Uniform increase in escalation rates of 50 basis points $ 2,175 | Probabilistic cash flow models | Increase the estimated costs to decommission the nuclear plants by 10%

Fritt kassaflöde

CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING INFORMATION | This report contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that are subject to risks and uncertainties. Words such as “could,” “may,” “expects,” “anticipates,” “will,” “targets,” “goals,” “projects,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “predicts,” and variations on such words, and similar expressions that reflect our current views with respect to future events and operational, economic and financial perform | Forward-looking statements are based on current expectations, estimates and assumptions that involve a number of risks and uncertainties that could cause actual results to differ materially from those projected. The factors that could cause actual results to differ materially from the forward-looking statements made by us include those factors discussed herein, including those factors discussed in (a) Part I, ITEM 1A. Risk Factors, (b) Part II, ITEM 7. Management’s Discussion and Analysis of Fin

Likvida medel

Current assets | Cash and cash equivalents $ 3,641 $ 3,022 | Restricted cash and cash equivalents 107 107
Cash and cash equivalents $ 3,641 $ 3,022 | Restricted cash and cash equivalents 107 107 | Accounts receivable, net
Current assets | Cash and cash equivalents $ 3,641 $ 3,018 | Restricted cash and cash equivalents 79 97
Cash and cash equivalents $ 3,641 $ 3,018 | Restricted cash and cash equivalents 79 97 | Accounts receivable, net
Deferred federal and state income taxes are recorded on temporary differences between the book and tax basis of assets and liabilities and for tax benefits carried forward. ITCs have been deferred in the Consolidated Balance Sheets and are recognized in book income over the life of the related property. We account for uncertain income tax positions using a benefit recognition model with a two-step approach; a more-likely-than-not recognition criterion and a measurement approach that measures the | Cash and Cash Equivalents | We consider investments purchased with an original maturity of three months or less to be cash equivalents.
We consider investments purchased with an original maturity of three months or less to be cash equivalents. | Restricted Cash and Cash Equivalents | Restricted cash and cash equivalents represent funds that are restricted to satisfy designated current liabilities. As of December 31, 2025 and 2024, restricted cash and cash equivalents primarily represented the payment of medical, dental, vision, and long-term disability benefits and project-specific nonrecourse financing structures for debt service and financing of operations of the underlying entities. See Note 16 — Debt and Credit Agreements and Note 22 — Supplemental Financial Information
Restricted Cash and Cash Equivalents | Restricted cash and cash equivalents represent funds that are restricted to satisfy designated current liabilities. As of December 31, 2025 and 2024, restricted cash and cash equivalents primarily represented the payment of medical, dental, vision, and long-term disability benefits and project-specific nonrecourse financing structures for debt service and financing of operations of the underlying entities. See Note 16 — Debt and Credit Agreements and Note 22 — Supplemental Financial Information | Allowance for Credit Losses on Accounts Receivables
For the years ended December 31, 2025 and 2024, our Consolidated Statements of Operations and Comprehensive Income included an estimated nuclear PTC benefit in Operating revenues of approximately $ 320 million and $ 2,080 million, respectively. Our estimates require the exercise of judgment in determining the amount of nuclear PTC expected for each of our nuclear units. The nuclear PTC continues to be the subject of additional guidance, from the U.S. Treasury and IRS, and may materially impact t | Nuclear PTCs are initially recorded within Other deferred debits and other assets within the Consolidated Balance Sheets and reclassified as a reduction to Accounts payable and accrued expenses when used to reduce our federal income tax payable, or an increase in Cash and cash equivalents or Other current assets when sold, depending on the specific payment terms of each contract. | There were no sales agreements for nuclear PTCs in 2025. In 2024, we executed agreements for the sale of $ 1,750 million of nuclear PTCs to unaffiliated third parties at a nominal discount, with approximately $ 1,570 million of cash proceeds received upon sale that were included within Cash flows from operating activities in our Consolidated Statements of Cash Flows. Cash received in 2025 on sale agreements executed in 2024 was approximately $ 95 million. Our Consolidated Balance Sheets reflecte

Nettoskuld

$ 3,129 $ 454 $ 2,675 | Net cash provided by (used in): | Operating activities 4,237 (2,464) 6,701
Net Cash Provided By (Used In) Operating Activities | Cash provided by operating activities was $4,237 million for the year ended December 31, 2025, compared to cash used in operating activities of ($2,464) million for the year ended December 31, 2024. Changes in our cash flows from operations were generally consistent with changes in results of operations, as adjusted for changes in working capital in the normal course of business. In December 2024, we amended our Accounts Receivable Facility whereby we now retain the rights to our receivables and
Cash provided by operating activities was $4,237 million for the year ended December 31, 2025, compared to cash used in operating activities of ($2,464) million for the year ended December 31, 2024. Changes in our cash flows from operations were generally consistent with changes in results of operations, as adjusted for changes in working capital in the normal course of business. In December 2024, we amended our Accounts Receivable Facility whereby we now retain the rights to our receivables and | Net Cash Provided By (Used In) Investing Activities | Cash used in investing activities was ($3,198) million for the year ended December 31, 2025, compared to cash provided by investing activities of $7,428 million for the year ended December 31, 2024. The change was primarily due to an amendment of our Accounts Receivable Facility. Prior to the amendment, the collection and reinvestment of proceeds associated with the sale of receivables were treated as cash flows from investing activities in the Consolidated Statements of Cash Flows. As a result
Cash used in investing activities was ($3,198) million for the year ended December 31, 2025, compared to cash provided by investing activities of $7,428 million for the year ended December 31, 2024. The change was primarily due to an amendment of our Accounts Receivable Facility. Prior to the amendment, the collection and reinvestment of proceeds associated with the sale of receivables were treated as cash flows from investing activities in the Consolidated Statements of Cash Flows. As a result | Net Cash Provided By (Used In) Financing Activities | Cash used in financing activities was ($420) million for the year ended December 31, 2025, compared to cash used in financing activities of ($2,289) million for the year ended December 31, 2024. The change primarily relates to long-term debt and changes in short-term borrowings. Debt issuances and redemptions or repayments vary each year. The remaining change primarily relates to repurchases of common stock during each period. See Note 16 — Debt and Credit Agreements and Note 19 — Shareholders'
Net income (loss) $ 2,323 $ 3,738 $ 1,577 | Adjustments to reconcile net income (loss) to net cash flows provided by (used in) operating activities | Depreciation, amortization, and accretion, including nuclear fuel and energy contract amortization 2,601 2,700 2,514
Other assets and liabilities ( 451 ) ( 11,174 ) ( 7,806 ) | Net cash flows provided by (used in) operating activities 4,237 ( 2,464 ) ( 5,301 ) | Cash flows from investing activities
Other investing activities 103 85 31 | Net cash flows provided by (used in) investing activities | ( 3,198 ) 7,428 3,031
Other financing activities ( 108 ) ( 1 ) 42 | Net cash flows provided by (used in) financing activities ( 420 ) ( 2,289 ) 2,196 | Increase (decrease) in cash, restricted cash, and cash equivalents 619 2,675 ( 74 )

Eget kapital

19. Shareholders' Equity | 155
Our Board of Directors considers share buybacks to be one of several ways we can provide value to our shareholders through our deployment of capital. The first is to maintain strong investment grade metrics in addition to the pursuit of organic and inorganic growth consistent with our role as a leader in the clean energy transition. Our deployment of capital can also include the repurchase of shares if they can be acquired at attractive prices and increases to our dividend, which currently targe | Since 2023, our Board of Directors authorized the repurchase of up to $3 billion of the Company's outstanding common stock. See Note 19 — Shareholders' Equity of the Combined Notes to Consolidated Financial Statements for additional information regarding our share repurchase program. There were no share repurchases under our share repurchase program during the three months ended December 31, 2025. As of December 31, 2025, there was $593 million of remaining authority to repurchase shares of the
Net Cash Provided By (Used In) Financing Activities | Cash used in financing activities was ($420) million for the year ended December 31, 2025, compared to cash used in financing activities of ($2,289) million for the year ended December 31, 2024. The change primarily relates to long-term debt and changes in short-term borrowings. Debt issuances and redemptions or repayments vary each year. The remaining change primarily relates to repurchases of common stock during each period. See Note 16 — Debt and Credit Agreements and Note 19 — Shareholders' | Debt Issuances and Redemptions
Shareholders' equity
Accumulated other comprehensive income (loss), net ( 2,425 ) ( 2,302 ) | Total shareholders' equity 14,517 13,166 | Noncontrolling interests 336 373
Total equity 14,853 13,539 | Total liabilities and shareholders' equity $ 57,249 $ 52,926
Shareholders' Equity | Noncontrolling Interests
19. Shareholders' Equity | Share Repurchase Program (CEG Parent)

Antal aktier

The number of shares outstanding of each registrant’s common stock as of February 1, 2026 was as follows:
__________ | (a) Amounts may not sum due to rounding. Earnings per share amount is based on average diluted common shares outstanding of 314 million and 315 million for the years ended December 31, 2025 and 2024, respectively. | (b) Includes unrealized gains and losses on economic hedges, interest rate swaps, and fair value adjustments related to gas imbalances and equity investments.
Common stock ( No par value, 1,000 shares authorized, 312 shares and 313 shares outstanding, respectively) | 11,043 11,402
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 minimu | 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.
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 | 155
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
Restricted Stock Units | Restricted stock units are granted under the LTIP with the majority being settled in a specific number of shares of common stock after the service condition has been met. The corresponding cost is measured based on the grant date fair value of the restricted stock unit issued. | The value of the restricted stock units is expensed over the requisite service period using the straight-line method. The requisite service period for restricted stock units is generally three to five years . However, certain restricted stock unit awards become fully vested upon the employee reaching retirement eligibility. The value of the restricted stock units granted to retirement-eligible employees is recognized ratably over the vesting period, which is the year of grant. We process forfeit
__________ | (1) Balance includes outstanding performance shares and restricted stock units that were granted under the Constellation LTIP (including shares awarded under those plans and deferred into the stock deferral plan) and deferred stock units granted to directors as part of their compensation. Unvested performance shares are subject to performance metrics and to a credit rating modifier. In addition, pursuant to the terms of the Constellation LTIP plan, 50% of final payouts are made in the form of sh | (2) Includes 16,615,296 shares remaining available for issuance from the employee stock purchase plan and 16,585,282 shares remaining available for issuance to former Constellation employees with outstanding awards made under the Constellation LTIP.

Antal anställda

Employees | 27
After considering divestitures connected with certain regulatory approvals, our merger with Calpine added approximately 23 GWs across 72 generation and battery storage assets, providing reliable power resources in areas experiencing significant demand growth. Calpine is the nation’s largest generator of electricity from natural gas and geothermal resources, according to S&P Global Market Intelligence, with a strong footprint in Texas, California, and the Northeast regions of the U.S. Natural gas | Calpine's retail energy platform adds approximately 62 TWhs of annual load to our business, and allows us to expand our C&I and residential customer base, creating incremental sales channels across the country. With the addition of Calpine, we add approximately 2,500 employees who are dedicated to operational excellence and a shared commitment to serving customers. | Refer to Note 2 — Mergers, Acquisitions, and Dispositions of the Combined Notes to Consolidated Financial Statements for additional information on our acquisition of Calpine.
Employees | Engaged Workforce
Engaged Workforce | Our employees are our greatest strength. We strive to create a workplace that is inclusive, innovative, and safe for our employees. In order to provide the services and products that our customers expect, we focus on creating the best teams to foster teamwork, mutual respect and the empowerment of employees to contribute at their full potential. We strive to attract highly qualified talent and review our hiring, development and promotion practices to maintain equal opportunity and non-discrimina | We develop our future highly skilled workforce by focusing on three main areas: (1) elevating career awareness by promoting STEM and energy career pathways; (2) fostering equal opportunities for all individuals; and (3) advancing the skills of workers by investing in training, reskilling, and upskilling programs.
Career Development | We strive to prepare our workforce for the future and help our employees develop competencies to progress in their careers. We work to continuously enhance the knowledge and skills of our workforce through formal assessments, feedback, coaching, mentoring, training, leadership and other development programs. | Well-Being and Benefits
Well-Being and Benefits | We help our employees maintain and improve their overall well-being, and we offer a wide range of benefits that support physical, mental, financial, and family health. Our comprehensive benefits help our employees care for themselves and their families, now and in the future. | Community
Community | We actively invest in community development through philanthropic giving and employee volunteerism. We work to build a future in which all our employees, customers, business associates and communities benefit from social, environmental and economic progress. We provide opportunities for company-sponsored volunteerism and charitable matching gifts programs. Our employees donated $5.6 million to non-profit organizations of their choice and provided 128,900 volunteer service hours in 2025. | Next Generation of Talent
Next Generation of Talent | We aim to attract, retain and advance a world-class workforce that effectively serves our customers and communities. We work toward this objective by sourcing from and developing a broad talent pipeline and cultivating an inclusive and respectful culture where all individuals can develop to reach their full potential. In 2025, we hired over 2,100 employees.

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Fiscal Year Ended December 31 , 2025
  or

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission
File Number Name of Registrant; State or Other Jurisdiction of Incorporation; Address of Principal Executive Offices; and Telephone Number IRS Employer Identification Number

001-41137 CONSTELLATION ENERGY CORPORATION 87-1210716
(a Pennsylvania corporation)
1310 Point Street
Baltimore , Maryland 21231-3380
(833) 883-0162

333-85496 CONSTELLATION ENERGY GENERATION, LLC 23-3064219
(a Pennsylvania limited liability company)
200 Energy Way
Kennett Square , Pennsylvania 19348-2473
(833)   883-0162

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of each exchange on which registered
CONSTELLATION ENERGY CORPORATION:
Common Stock, without par value CEG The Nasdaq Stock Market LLC

Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Constellation Energy Corporation Yes x No ☐
Constellation Energy Generation, LLC Yes ☐ No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Constellation Energy Corporation Yes ☐ No x
Constellation Energy Generation, LLC Yes ☐ No x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.   

Constellation Energy Corporation Yes x No ☐
Constellation Energy Generation, LLC Yes x No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).     Yes    ý     No   ¨
2

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Constellation Energy Corporation Large Accelerated Filer x Accelerated Filer ☐
Non-accelerated Filer ☐
Smaller Reporting Company ☐
Emerging Growth Company ☐

Constellation Energy Generation, LLC Large Accelerated Filer ☐
Accelerated Filer ☐
Non-accelerated Filer x Smaller Reporting Company ☐
Emerging Growth Company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  o
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act by the registered public accounting firm that prepared or issued its audit report. ☒
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. o
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).  Yes   ☐  No   x
The estimated aggregate market value of the voting and non-voting common equity held by nonaffiliates of each registrant as of June 30, 2025 was as follows:

Constellation Energy Corporation $ 100,560,269,473
Constellation Energy Generation, LLC Not applicable

The number of shares outstanding of each registrant’s common stock as of February 1, 2026 was as follows:

Constellation Energy Corporation Common Stock, without par value 361,990,335  
Constellation Energy Generation, LLC Not applicable

Documents Incorporated by Reference
Portions of the Registrants’ Definitive Proxy Statement relating to the 2026 Annual Meeting of Shareholders are incorporated by reference into Part III of this report. The Registrants expect to file the Definitive Proxy Statement with the Securities and Exchange Commission within 120 days after December 31, 2025.
3

TABLE OF CONTENTS

  Page No.
GLOSSARY OF TERMS AND ABBREVIATIONS
1

FILING FORMAT
6

CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING INFORMATION
6

AVAILABLE INFORMATION
6

PART I

ITEM 1.
BUSINESS
7

General
7

Strategy and Outlook
21

Environmental Matters and Regulation
23

Employees
27

ITEM 1A.
RISK FACTORS
29

ITEM 1B.
UNRESOLVED STAFF COMMENTS
45

ITEM 1C.
CYBERSECURITY
45

ITEM 2.
PROPERTIES
47

ITEM 3.
LEGAL PROCEEDINGS
49

ITEM 4.
MINE SAFETY DISCLOSURES
49

PART II

ITEM 5.
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES
50

ITEM 6.
RESERVED
51

ITEM 7.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
52

Executive Overview
52

Significant Transactions and Developments
52

Other Key Business Drivers
53

Critical Accounting Policies and Estimates
54

Financial Results of Operations
62

Liquidity and Capital Resources
71

ITEM 7A.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
78

ITEM 8.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
82

Management's Report on Internal Control Over Financial Reporting
82

Report of Independent Registered Public Accounting Firm
83

Constellation Energy Corporation
87

Constellation Energy Generation, LLC
91

Combined Notes to Consolidated Financial Statements
95

1. Basis of Presentation
95

2. Mergers, Acquisitions, and Dispositions
101

3. Regulatory Matters
102

4. Revenue from Contracts with Customers
104

5. Segment Information
106

6. Government Assistance
108

7. Accounts Receivable
109

8. Property, Plant, and Equipment
110

9. Jointly-Owned Electric Plants
111

10. Asset Retirement Obligations
111

4

11. Leases
116

12. Intangible Assets
118

13. Income Taxes
119

14. Retirement Benefits
123

15. Derivative Financial Instruments
131

16. Debt and Credit Agreements
136

17. Fair Value of Financial Assets and Liabilities
142

18. Commitments and Contingencies
150

19. Shareholders' Equity
155

20. Stock-Based Compensation Plans
157

21. Variable Interest Entities
159

22. Supplemental Financial Information
161

ITEM 9.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
165

ITEM 9A.
CONTROLS AND PROCEDURES
165

ITEM 9B.
OTHER INFORMATION
165

ITEM 9C.
DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
165

PART III

ITEM 10.
DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE
166

ITEM 11.
EXECUTIVE COMPENSATION
167

ITEM 12.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
168

ITEM 13.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
168

ITEM 14.
PRINCIPAL ACCOUNTING FEES AND SERVICES
168

PART IV

ITEM 15.
EXHIBITS, FINANCIAL STATEMENT SCHEDULES
169

ITEM 16.
FORM 10-K SUMMARY
177

SIGNATURES
178

Constellation Energy Corporation
178

Constellation Energy Generation, LLC
179

5

Table of Contents

GLOSSARY OF TERMS AND ABBREVIATIONS
Constellation Energy Corporation and Related Entities
CEG Parent Constellation Energy Corporation
Constellation Constellation Energy Generation, LLC

Registrants CEG Parent and Constellation, collectively
Antelope Valley Antelope Valley Solar Ranch One
Calpine Calpine Corporation
Calvert Cliffs Calvert Cliffs nuclear generating station
Continental Wind
Continental Wind LLC

CENG Constellation Energy Nuclear Group, LLC
CR Constellation Renewables, LLC

Crane
Crane Clean Energy Center (formerly known as Three Mile Island Unit 1)

CRP Constellation Renewables Partners, LLC

FitzPatrick James A. FitzPatrick nuclear generating station
Ginna R. E. Ginna nuclear generating station
LaSalle
LaSalle nuclear generating station

NER NewEnergy Receivables LLC
NMP Nine Mile Point nuclear generating station
RPG Renewable Power Generation, LLC

STP South Texas Project nuclear generating station

West Medway II
West Medway Generating Station II

Former Related Entities
Exelon Exelon Corporation
ComEd Commonwealth Edison Company
PECO PECO Energy Company
BGE Baltimore Gas and Electric Company

1

Table of Contents

GLOSSARY OF TERMS AND ABBREVIATIONS
Other Terms and Abbreviations

ABO Accumulated Benefit Obligation

AEP Texas
American Electric Power Texas, Inc.

AESO Alberta Electric Systems Operator
AI
Artificial Intelligence

AOCI Accumulated Other Comprehensive Income (Loss)
APBO Accumulated Postretirement Benefit Obligation

ARC Asset Retirement Cost
ARO Asset Retirement Obligation

ASR
Accelerated Share Repurchase

Atomic Energy Act Atomic Energy Act of 1954, as amended

Bcf Billion cubic feet

C&I Commercial and Industrial

CAISO California ISO
CARFR Credit-Adjusted, Risk-Free Rates

CBAs Collective Bargaining Agreements

CCUS
Carbon Capture, Utilization, and Storage

CenterPoint CenterPoint Energy Houston Electric, LLC

CERCLA Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended
CHIPS and Science Act
CHIPS and Science Act of 2022

Clean Air Act Clean Air Act of 1963, as amended
Clean Energy Law Illinois Public Act 102-0062 signed into law on September 15, 2021
Clean Water Act Federal Water Pollution Control Amendments of 1972, as amended
CMC Carbon Mitigation Credit
CO2 Carbon Dioxide

CODM Chief Operating Decision Maker

CORe+
Constellation Offsite Renewables

CWIP
Construction Work In Progress

DOE United States Department of Energy

DOJ United States Department of Justice
DPP Deferred Purchase Price

EEI
Edison Electric Institute

EFEC Emissions-Free Energy Certificate

EMT Everett Marine Terminal
EPA United States Environmental Protection Agency

ERCOT Electric Reliability Council of Texas
ERISA Employee Retirement Income Security Act of 1974, as amended
EROA Expected Rate of Return on Assets
ERM
ERM International Group Limited

ERP Enterprise Resource Program

EV Electric Vehicle
Exchange Act
Securities Exchange Act of 1934. as amended

Federal Power Act Federal Power Act of 1920, as amended

2

Table of Contents

GLOSSARY OF TERMS AND ABBREVIATIONS
Other Terms and Abbreviations
FERC Federal Energy Regulatory Commission

Former ComEd Units Braidwood, Byron, Dresden, LaSalle and Quad Cities nuclear generating units
Former PECO Units Limerick, Peach Bottom, and Salem nuclear generating units
FRCC Florida Reliability Coordinating Council

GAAP Generally Accepted Accounting Principles in the United States
GDP
Gross Domestic Product

Geysers Assets Geothermal power plant assets acquired through Calpine, including steam extraction and gathering assets
GHG Greenhouse Gas

GW Gigawatt

GWh Gigawatt hour

ICC Illinois Commerce Commission
ICE Intercontinental Exchange

IPA Illinois Power Agency
IRA Inflation Reduction Act of 2022

IRS Internal Revenue Service
ISO Independent System Operator
ISO-NE ISO New England Inc.
ITC Investment Tax Credit
kWh Kilowatt-hour
LIBOR London Interbank Offered Rate
LLRW Low-Level Radioactive Waste

LTIP Long-Term Incentive Plan

MDE Maryland Department of the Environment

MISO Midcontinent Independent System Operator, Inc.
MMBtu Million Btu
Moody's Moody’s Investors Service, Inc.

MRV Market-Related Value
MW Megawatt
MWh Megawatt-hour

Mystic COS
Mystic Cost of Service Agreement

N/A Not applicable

NASDAQ Nasdaq Stock Market, LLC

NAV Net Asset Value
NDT Nuclear Decommissioning Trust
NEIL Nuclear Electric Insurance Limited

NERC North American Electric Reliability Corporation
NGX Natural Gas Exchange, Inc.

NJDEP New Jersey Department of Environmental Protection

Non-Regulatory Agreement Units Nuclear generating units or portions thereof whose decommissioning-related activities are not subject to contractual elimination under regulatory accounting

NPDES National Pollutant Discharge Elimination System
NPNS Normal Purchase Normal Sale scope exception
NRC Nuclear Regulatory Commission

3

Table of Contents

GLOSSARY OF TERMS AND ABBREVIATIONS
Other Terms and Abbreviations
NYISO New York ISO
NYMEX New York Mercantile Exchange
NYPSC New York Public Service Commission
OBBBA
One Big Beautiful Bill Act of 2025
OCI Other Comprehensive Income (Loss)

OIESO Ontario Independent Electricity System Operator
OPEB Other Postretirement Employee Benefits

PAPUC Pennsylvania Public Utility Commission
PBO Projected Benefit Obligation

Pension Protection Act (the Act) Pension Protection Act of 2006
PG&E Pacific Gas and Electric Company
PJM PJM Interconnection, LLC
PP&E Property, Plant, and Equipment
PPA Power Purchase Agreement
Price-Anderson Act Price-Anderson Nuclear Industries Indemnity Act of 1957
PRP Potentially Responsible Parties

PSEG Public Service Enterprise Group Incorporated
PTC Production Tax Credit
PUCT Public Utility Commission of Texas
PV Photovoltaic

RCF
Revolving credit facility

RCRA Resource Conservation and Recovery Act of 1976, as amended
REC Renewable Energy Certificate (Credit), which is the environmental attribute associated with each megawatt hour of production from a qualified renewable energy source

Regulatory Agreement Units Nuclear generating units or portions thereof whose decommissioning-related activities are subject to contractual elimination under regulatory accounting (includes the Former ComEd units, the Former PECO units, and STP)

RIN
Renewable Identification Number

RMP Risk Management Policy

RNF Operating Revenues Net of Purchased Power and Fuel Expense

RNG Renewable Natural Gas

ROU Right-of-use

RPS Renewable Portfolio Standards

RTO Regional Transmission Organization
S&P Standard & Poor’s Ratings Services

SEC United States Securities and Exchange Commission
SERC SERC Reliability Corporation (formerly Southeast Electric Reliability Council)

SNF Spent Nuclear Fuel

SOA Society of Actuaries
SOFR Secured Overnight Financing Rate

SPDES State Pollutant Discharge Elimination System

SPP Southwest Power Pool

STEM Science, Technology, Engineering, and Mathematics

4

Table of Contents

GLOSSARY OF TERMS AND ABBREVIATIONS
Other Terms and Abbreviations
STPNOC
STP Nuclear Operating Company

TEF
Texas Energy Fund

TMA
Tax Matters Agreement

TWh Terawatt-hour
U.S. Court of Appeals for the D.C. Circuit United States Court of Appeals for the District of Columbia Circuit
U.S. Treasury
U.S. Department of the Treasury

UEC Unamortized Energy Contract

VIE Variable Interest Entity
WECC Western Electric Coordinating Council
ZEC Zero Emission Credit

5

Table of Contents

FILING FORMAT
This combined Annual Report on Form 10-K is being filed separately by Constellation Energy Corporation and Constellation Energy Generation, LLC, (the Registrants). Information contained herein relating to any individual Registrant is filed by the Registrant on its own behalf. Neither Registrant makes any representation as to information relating to the other Registrant.

CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING INFORMATION
This report contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that are subject to risks and uncertainties. Words such as “could,” “may,” “expects,” “anticipates,” “will,” “targets,” “goals,” “projects,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “predicts,” and variations on such words, and similar expressions that reflect our current views with respect to future events and operational, economic and financial performance, are intended to identify such forward-looking statements. These forward-looking statements include, but are not limited to, statements regarding the acquisition of Calpine Corporation, the pro forma combined company and its operations, strategies and plans, enhancements to investment-grade credit profile, synergies, opportunities and anticipated future performance and capital structure, and expected accretion to earnings per share and free cash flow. Information adjusted for the acquisition should not be considered a forecast of future results.
Forward-looking statements are based on current expectations, estimates and assumptions that involve a number of risks and uncertainties that could cause actual results to differ materially from those projected. The factors that could cause actual results to differ materially from the forward-looking statements made by us include those factors discussed herein, including those factors discussed in (a) Part I, ITEM 1A. Risk Factors, (b) Part II, ITEM 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations, (c) Part II, ITEM 8. Financial Statements and Supplementary Data: Note 18 — Commitments and Contingencies, and (d) other factors discussed in filings with the SEC by the Registrants.
Readers are cautioned not to place undue reliance on these forward-looking statements, which apply only as of the date of this report. Neither Registrant undertakes any obligation to publicly release any revision to its forward-looking statements to reflect events or circumstances after the date of this report.

AVAILABLE INFORMATION
The SEC maintains an Internet site at www.sec.gov that contains reports, proxy and information statements, and other information that we file electronically with the SEC. We file our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and all amendments to those reports with the SEC. In addition, as soon as reasonably practicable after such materials are furnished to the SEC, we make copies of these documents available to the public free of charge through our website at www.ConstellationEnergy.com. Information contained on our website shall not be deemed incorporated into, or to be a part of, this report.

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PART I

ITEM 1.  BUSINESS

General
On February 21, 2021, the Board of Directors of Exelon authorized management to pursue a plan to separate its competitive generation and customer-facing energy businesses, conducted through Constellation and its subsidiaries, into an independent, publicly traded company. CEG Parent, a Pennsylvania corporation and a direct, wholly owned subsidiary of Exelon, was newly formed for the purpose of separation and had not engaged in any activities except in preparation for the distribution. On February 1, 2022, Exelon completed the separation by distributing all the outstanding shares of the Company’s common stock, on a pro rata basis to the holders of Exelon’s common stock, with the Company holding all the interests in Constellation previously held by Exelon (the “Separation”). As of 2002, Constellation has been an individual registrant concurrent with the registration of its public debt under the Securities Act. As an individual registrant, Constellation has historically filed consolidated financial statements to reflect their financial position and operating results as a stand-alone, wholly owned subsidiary of Exelon.
Unless otherwise indicated or the context otherwise requires, references herein to the terms “we,” “our,” “us” and “the Company” refer collectively to CEG Parent and Constellation. See Glossary for defined terms.
On January 7, 2026, Constellation acquired all of the outstanding equity interests of Calpine in a cash and stock transaction. Unless otherwise noted, information in this Form 10-K excludes Calpine. For further information regarding the transaction, refer to Note 2 — Mergers, Acquisitions, and Dispositions of the Combined Notes to Consolidated Financial Statements.
Our Business
Following the merger with Calpine in January 2026, we are the largest private-sector power producer in the world and the nation’s largest producer of clean and reliable energy. With 55 GWs of capacity from nuclear, natural gas, geothermal, hydro, wind and solar facilities, our fleet has the generating capacity to power the equivalent of 27 million homes, providing about 10% of the nation’s clean energy and delivering the around-the-clock reliability needed to power America’s growing economy. We are also the largest nuclear energy company in the U.S. and a leading competitive retail supplier, serving approximately 2.5 million customer accounts nationwide, including three-fourths of the Fortune 100. We are committed to investing in innovation and new technologies to drive the transition to a reliable, sustainable and secure energy future.
After considering divestitures connected with certain regulatory approvals, our merger with Calpine added approximately 23 GWs across 72 generation and battery storage assets, providing reliable power resources in areas experiencing significant demand growth. Calpine is the nation’s largest generator of electricity from natural gas and geothermal resources, according to S&P Global Market Intelligence, with a strong footprint in Texas, California, and the Northeast regions of the U.S. Natural gas‑fired generation remains an essential component of the U.S. energy transition due to its low emissions profile, high reliability, and potential for future emissions‑abatement technologies. Calpine’s portfolio also includes solar and battery storage assets, strengthening our ability to deliver a balanced mix of baseload, intermediate, and peak generation necessary to maintain reliability of the electrical grid. The high-quality and geographic concentration of Calpine’s dispatchable fleet complements our existing portfolio and enhances our ability to meet growing demand for clean, reliable power nationwide.
Calpine's retail energy platform adds approximately 62 TWhs of annual load to our business, and allows us to expand our C&I and residential customer base, creating incremental sales channels across the country. With the addition of Calpine, we add approximately 2,500 employees who are dedicated to operational excellence and a shared commitment to serving customers.
Refer to Note 2 — Mergers, Acquisitions, and Dispositions of the Combined Notes to Consolidated Financial Statements for additional information on our acquisition of Calpine.

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Our Operations
We operate the largest emissions-free generation fleet in the nation and are one of the largest competitive electric generation companies in the nation, as measured by owned and contracted MWs. Our fleet is the cleanest large generation portfolio in the country according to the 2025 ERM Report: Benchmarking Air Emissions of the 100 Largest Electric Power Producers in the United States.
At December 31, 2025, our owned generating resources had a total capacity of 31,676 MWs, consisting of the following:

__________
(a) Net generation capacity is stated at proportionate ownership share. See ITEM 2. PROPERTIES for additional information.
(b) Includes wind, hydroelectric, and solar generating assets.
In addition to the owned generating resources above, at December 31, 2025, we had contracted generation with a total capacity of 4,798 MWs, which represents electric supply procured under unit-specific agreements.

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The following map illustrates the locations of our owned generation facilities as of December 31, 2025:
Our Owned Generation Fleet Map (a)(b)

Owned Assets

__________
(a) One symbol is included per location. Some locations may have multiple generating units. Locations in tight geographic proximity may appear as one symbol. Units that are not currently operational are not captured.
(b) Does not reflect Grand Prairie Generating Station (Gas/Other), located in Alberta, Canada.

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We have five reportable segments, as described in the table below, representing the different geographic regions in which our owned generating resources are located and our customer-facing activities are conducted.

Segment (a)
Net Generation Capacity (MWs) (b)
% of Net Generation Capacity Geographic Regions
Mid-Atlantic 10,386  33  % Eastern half of PJM, which includes New Jersey, Maryland, Virginia, West Virginia, Delaware, the District of Columbia, and parts of Pennsylvania and North Carolina
Midwest 11,606  37  % Western half of PJM and the United States footprint of MISO, excluding MISO’s Southern Region
New York 3,093  10  % NYISO
ERCOT 4,742  15  % Electric Reliability Council of Texas

Other Power Regions 1,849  5  % New England, South, West, and Canada
Total 31,676  100  %
__________
(a) See Note 5 — Segment Information of the Combined Notes to Consolidated Financial Statements for additional information on reportable segments.
(b) Net generation capacity is stated at proportionate ownership share as of December 31, 2025. See ITEM 2. PROPERTIES for additional information.
The following table shows our total owned sources of electric supply of 204,944 GWhs and 208,434 GWhs for 2025 and 2024, respectively, which includes the proportionate share of output where we have an undivided ownership interest in jointly-owned generating plants.

_________
(a) Includes wind, hydroelectric, and solar generating assets.
In addition to the owned generation above, we also had purchased power from the spot energy markets that are administered by the RTOs/ISOs and bilateral transactions of 63,999 GWhs and 60,983 GWhs for the years ended December 31, 2025 and 2024, respectively. See ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS for additional information on electric supply sources.

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Nuclear Facilities
Our nuclear fleet is the nation’s largest, with current generating capacity of approximately 22 GWs, producing 183 TWhs of zero-emissions electricity during 2025 – enough to power 16 million homes and avoid more than 122 million metric tons of carbon emissions according to the EPA GHG Equivalencies Calculator. We have ownership interests in 14 nuclear generating stations currently in service, consisting of 25 units. As of December 31, 2025, we wholly own all our nuclear generating stations, except for undivided ownership interests in five jointly-owned nuclear stations: Quad Cities (75% ownership), Peach Bottom (50% ownership), Salem (42.59% ownership), NMP Unit 2 (82% ownership), and STP (44% ownership), that are reflected in our consolidated financial statements relative to our proportionate ownership interest in each unit. See ITEM 2. PROPERTIES for additional information on our nuclear facilities.
In September 2024, we executed a 20-year PPA with Microsoft that will support the restart of Three Mile Island Unit 1, renamed as the Crane Clean Energy Center, which was retired in 2019 for economic reasons. Under the agreement, Microsoft will purchase the output generated from the renewed plant which includes energy, capacity and emissions-free attributes as part of its goal to help power its data centers in PJM with clean reliable energy. The site, once operational, will have approximately 835 MWs of emissions-free capacity. The timing of the restart is subject to certain regulatory approvals, interconnection-related construction, permitting, and obtaining a renewed operating license. In November 2025, the DOE Office of Energy Dominance Financing issued a guarantee for up to $1.0 billion as an unsecured loan to support the restart of the Crane Clean Energy Center. See Note 16 — Debt and Credit Agreements of the Combined Notes to Consolidated Financial Statements for additional information.
We operate all of our nuclear generating stations, except for the units at Salem and STP, which are operated by PSEG Nuclear, LLC (an indirect, wholly owned subsidiary of PSEG) and STPNOC, respectively. We have consistently operated our nuclear plants at best-in-class levels. During 2025, 2024, and 2023, our nuclear generating facilities achieved capacity factors (a) of 94.7%, 94.6%, and 94.4%, respectively, at ownership percentage. The nuclear capacity factor has been approximately four percentage points better than the industry average annually since 2013.
Capacity factors, which are significantly affected by the number and duration of refueling and non-refueling outages, can have a material impact on our results of operations. In 2025, we achieved an average refueling outage duration of 22 days for units we operate. We achieved an average refueling outage duration of 19 and 21 days in 2024 and 2023, respectively, against industry averages of 33 and 38 days, respectively.
We manage our scheduled refueling outages to minimize their duration and to maintain high nuclear generating capacity factors, resulting in a stable supply position for our wholesale and retail power marketing activities. In 2025, 2024, and 2023, electric supply (in GWhs) generated from our nuclear generating facilities was 68%, 67%, and 65%, respectively, of our total electric supply.
During scheduled refueling outages, we perform maintenance and equipment upgrades in order to maintain safe, reliable operations and to minimize the occurrence of unplanned outages. In addition to the maintenance and equipment upgrades performed by us during scheduled refueling outages, we have extensive operating and security procedures in place to ensure the safe operation of our nuclear units. We also have extensive safety systems in place to protect the plant, personnel, and surrounding area in the unlikely event of an accident or other incident.
__________
(a) Capacity factor is defined as the ratio of the actual output of a unit (or combination of units) over a period of time to its output if the unit had operated at net monthly mean capacity for that time period. See ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS — Financial Results of Operations for additional information.

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All of our nuclear units were originally licensed by the NRC for 40 years and have since received 20-year operating license renewals. Additionally, PSEG and STPNOC have received 20-year license renewals for the Salem and STP units, respectively. Peach Bottom and Dresden have received subsequent license renewal from the NRC for a second 20-year term, extending their operating period to a total 80-year term. We plan to pursue a subsequent license renewal for Crane in 2029. PSEG has also announced plans to pursue a subsequent license renewal for Salem in 2027. See Note 3 — Regulatory Matters of the Combined Notes to Consolidated Financial Statements for additional information on Peach Bottom's subsequent license renewal.
The following table summarizes the current license expiration dates for our nuclear facilities currently in service:

Station Unit In-Service Date (a)
Current License Expiration

Braidwood 1  1988 2046
2  1988 2047
Byron 1  1985 2044
2  1987 2046
Calvert Cliffs 1  1975 2034
2  1977 2036
Clinton
1  1987 2047
Dresden
2  1970 2049
3  1971 2051
FitzPatrick 1  1975 2034
LaSalle 1  1984 2042
2  1984 2043
Limerick 1  1986 2044
2  1990 2049
NMP
1  1969 2029
2  1988 2046
Peach Bottom
2  1974 2053
3  1974 2054
Quad Cities 1  1973 2032
2  1973 2032
Ginna
1  1970 2029
Salem 1  1977 2036
2  1981 2040
STP 1  1988 2047
2  1989 2048

__________
(a) Denotes year in which nuclear unit began commercial operations.
Following recent improvements by the NRC, the operating license renewal process takes approximately three years from commencement, which includes approximately two years for us to develop the application and approximately 12 months for the NRC to review the application. Future rulemaking could further reduce the timelines for developing and reviewing the application. Depreciation provisions correspond with the expiration of the current NRC operating license denoted in the table above, except for Braidwood, Byron, LaSalle, NMP Unit 1, Quad Cities, Ginna, and Salem, which are based on the estimated useful lives of the stations including expectations for an additional 20-year term beyond current license expiration. See Note 3 — Regulatory Matters and Note 8 — Property, Plant, and Equipment of the Combined Notes to Consolidated Financial Statements for additional information. While the table above provides the date through which we are licensed to operate our nuclear plants, we may choose to retire certain plants earlier than the license expiration date if the economics do not support our continued operation of those plants.

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Natural Gas and Oil Facilities
We operate approximately 7 GWs of natural gas and oil-fueled generation assets which provide a mix of baseload, intermediate, and peak power generation. We wholly own all our natural gas and oil facilities except for Wyman, which is operated by the principal owner, NextEra Energy Resources LLC, a subsidiary of NextEra Energy, Inc. See ITEM 2. PROPERTIES for additional information regarding these generating facilities. Natural gas and oil generation plants are generally not licensed, and therefore, the decision on when to retire plants is, fundamentally, a commercial one.
In 2025, 2024, and 2023, electric supply (in GWhs) generated from our owned natural gas and oil generating facilities was 6%, 8%, and 9%, respectively, of our total electric supply. Our natural gas and oil fleet has similarly demonstrated a track record of strong performance with a Dispatch Match (a) of 97.9%, 97.4%, and 98.5% in 2025, 2024, and 2023, respectively.
With our acquisition of Calpine in January 2026, the composition of our fleet changes materially with a higher concentration of natural gas facilities. Calpine owns 21 GWs of natural gas-fired generation, primarily consisting of combined cycle gas turbine plants in the Texas, California, and Northeast regions of the United States. Calpine's modern natural gas fleet is part of the backbone of the U.S. electrical grid, enabling the transition away from coal-fired generation and supporting the growth of intermittent renewable resources while maintaining reliability.
Renewable Facilities (including Hydroelectric)
Our renewable portfolio includes approximately 2.6 GWs of hydroelectric, wind, and solar generation assets, of which the electric supply (in GWhs) generated in 2025, 2024, and 2023 represented 2% of our total electric supply. Our Renewables Energy Capture (b) was 96.6%, 96.1%, and 96.4% in 2025, 2024, and 2023, respectively. We wholly own our renewable facilities except for certain wind project entities and CRP. See ITEM 2. PROPERTIES for additional information regarding these generating facilities and Note 21 — Variable Interest Entities of the Combined Notes to Consolidated Financial Statements for additional information regarding CRP, which is a VIE.
FERC has the exclusive authority to license most non-federal hydropower projects located on navigable waterways or federal lands, or connected to the interstate electrical grid, which include our Conowingo Hydroelectric Project (Conowingo) and Muddy Run Pumped Storage Facility Project (Muddy Run). Muddy Run's license expires on December 1, 2055 and is currently being depreciated over an estimated useful life that corresponds with the available license term. In March 2021, FERC issued a new 50-year license for Conowingo, which was subsequently vacated in December 2022. In September 2025, we reached a settlement agreement with MDE, Lower Susquehanna Riverkeeper Association, and Waterkeepers Chesapeake which allows us to move forward with resubmitting the license application with FERC. We cannot currently predict when FERC will issue the new license. Depreciation provisions continue to assume an estimated useful life through 2071 in anticipation of the license expiration date being restored. See Note 3 — Regulatory Matters of the Combined Notes to Consolidated Financial Statements for additional information on the status of Conowingo's license. Wind and solar generation assets are generally not licensed, and therefore, the decision on when to retire plants is, fundamentally, a commercial one.
__________
(a) Dispatch Match is used to measure the responsiveness of a unit to the market, expressed as the total actual energy revenue net of fuel cost relative to the total desired energy revenue net of fuel cost. Factors having an adverse effect on Dispatch Match include forced outages, derates, and failure to operate to the desired generation signal.
(b) Renewable Energy Capture is an indicator of how efficiently the installed assets capture the natural energy available from the wind, the sun, and water. Renewable Energy Capture represents an energy-based fraction, the numerator of which is the energy produced by the sum of the wind turbines, solar panels, and run-of-river hydroelectric operations in the year, and the denominator of which is the total expected energy to be produced during the year, with adjustments made for certain events that are considered non-controllable, such as force majeure events, serial design-manufacturing equipment failures, and transmission curtailments. Renewable Energy Capture for the combined wind, solar, and run-of-river hydroelectric fleet is weighted by the relative site projected pre-tax variable revenue.

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The acquisition of Calpine in January 2026 adds the Geysers Assets to our renewable portfolio, which is the largest geothermal power generation portfolio in the U.S., and the largest single renewable energy asset in California. The Geysers Assets consist of 13 operating geothermal plants located in Northern California, with an operating capacity of approximately 730 MWs. Calpine also contributes approximately 800 MWs of battery storage facilities to our portfolio, largely based in California.
Contracted Generation
In addition to energy produced by our owned generation assets, we source electricity from generators we do not own under long-term contracts. The following tables summarize our long-term contracts to purchase unit-specific physical power with an original term in excess of one year in duration, by segment, in effect as of December 31, 2025:

Segment
Number of Agreements
Expiration Dates
Capacity (MWs)
Mid-Atlantic
22  2027-2045 564 
Midwest 8  2026-2044 855 

ERCOT 8  2026-2040 1,140 

Other Power Regions 18  2026-2045 2,239 
Total 56  4,798 

2026 2027 2028 2029 2030 2031 and thereafter Total
Capacity Expiring (MWs)
398  16  75  98  1,015  3,196  4,798 

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Customer-Facing Business
Based on data from EEI, we are the nation’s largest energy supplier for C&I and residential power volumes. Through our integrated business operations, we sell electricity, natural gas, and other energy-related products and sustainable solutions to various types of customers, including distribution utilities, municipalities, cooperatives, and commercial, industrial, public sector, and residential customers in markets across multiple geographic regions. We serve approximately 2 million total customer accounts, including three-fourths of Fortune 100 companies, and approximately 1.4 million residential customers.
We are a leader in electric power supply, serving approximately 204 TWhs in 2025 through sales to retail customers and wholesale load auctions to a geographically diverse customer base. The following table illustrates these volumes across our five reportable segments:
2025 Electric Power Supply (TWhs) Served (a )

__________
(a) Includes retail load and wholesale load auction volumes only. Electric generation in excess of our total retail and wholesale load would be sold in the respective RTO or ISO in which our facility is located. Other includes New England, South, and West.
We are active in all domestic wholesale power and gas markets that span the entire lower 48 states and have complementary retail activity across many of those states. We typically obtain power supply from the market to meet our wholesale and retail obligations. Our market risk is mitigated by our owned and contracted generation located in multiple geographic regions. The commodity risks associated with the output from owned and contracted generation are managed using various commodity transactions including sales to retail customers, trades on commodity exchanges, bilateral contracts, and sales to wholesale counterparties in accordance with our hedging program. See further discussion of the hedging program in the Price and Supply Risk Management section below. The main objective is to obtain low-cost energy supply to meet physical delivery obligations to both our wholesale and retail customers.

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Retail Market
Retail competition in states across the U.S. range from full competition of energy suppliers for all retail customers (commercial, industrial, public sector, and residential) to partial retail competition available up to a capped amount for C&I customers only. We are a leader in retail energy supply, serving approximately 147 TWhs of electric power retail load primarily to C&I customers across multiple geographic regions in the U.S. We also served approximately 800 Bcf of gas in 2025.
Geographically Diverse Footprint in Retail Market

Strong customer relationships are a key part of our customer-facing business strategy, as demonstrated by our high renewal rates. Retail customer renewal rates have been strong over the last ten years across C&I power customer groups with average contract terms of approximately two years and customer duration of approximately six years, with many customers well beyond these metrics. Specifically, we enjoyed renewal rates of 77% for C&I power customers and 84% for C&I gas customers in 2025, owing to both our competitive pricing as well as our strong customer relationships. Our consistently high renewal rates are driven by our ability to provide customized solutions and deliver focused attention to our customers’ needs. We are also successful at acquiring new customers by offering innovative products and solutions that meet their needs. In addition to our high customer renewal rates, we have produced consistently high new win rates within C&I power as well, acquiring nearly one out of every three new customers who have chosen to shop with us over the past seven years.
High customer satisfaction levels, market expertise, stability, and scale-driven growth have resulted in a historically proven business with consistent margins. While providing customers with a competitive price is a key focus, we leverage our broad suite of electric and gas product structures, oftentimes customized, to provide customers with the commodity solution and information that best fits their needs. It is this attention to the customer that creates the durable and repeatable value highlighted in these statistics.

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Consumer purchasing strategies have trended from direct supply relationships to third-party relationships with several customers looking to third-party consultants and brokers to find suppliers like us to reduce costs and evaluate the increasing number of options available for expanding energy solutions beyond the commodity. In response, we have expanded our third-party capabilities, created scale through a comprehensive support structure, and enhanced digital applications providing tools, tracking, and measurement, as well as the ability to extend the reach of our sustainability solutions to drive additional market share. While this trend of customers using third parties to find suppliers has slowed in recent years, we have remained the market leader in direct C&I sales with over 32% of the C&I market share of direct customer business, driven by our highly experienced and long-tenor direct sales team.
Wholesale Market
Our wholesale channel-to-market involves the sale of electricity among electric utilities and electricity marketers before it is eventually sold to end-use consumers. In 2025, we served approximately 57 TWhs of power load across competitive utility load procurement and bilateral sales to municipalities, co-ops, and other wholesale entities. Complementary to our national retail customer portfolio, we have several decades of relationships with wholesale counterparties across all domestic power markets as a means of both monetizing our own generation, as well as sourcing contracted generation to meet customer and portfolio needs. With increased customer demand for sustainability and reliability, our ability to source contracted generation has provided a capital-light way for us to provide customers with long-term solutions they are demanding to support a clean and resilient energy ecosystem. This creates durable customer relationships and repeatable business through the ability to respond to customer and marketplace trends. Similarly, this contracting acumen provides the ability to supplement our native generation with other non-renewable assets to meet changing portfolio needs in a financially efficient manner. In our wholesale gas business, we participate across all parts of the gas value chain, including trading, transport and storage, and physical supply.
Energy Solutions
As one of the largest customer-facing platforms in the U.S., we benefit from significant economies of scale, that allow us to provide our customers with competitively priced energy and to structure highly tailored solutions targeted to a customer’s unique power needs and clean energy goals. Our CORe+ product serves C&I customers' sustainability needs by matching contracted, third-party new-build renewable generation with customer desire to add additional carbon-free generation to the grid with a preference to be located within the same region as their load. In 2025, we continued to see growing demand for our Hourly Carbon-Free Energy (CFE) product and platform, as we have closed several additional Hourly CFE transactions with a strong pipeline of interested prospects. Achieving 100% carbon-free power is a key sustainability goal for many organizations. As customers make the transition to 100% hourly carbon-free power, many are looking to bridge the gap between their real-time electricity demand and available sources of carbon-free power. Our Hourly CFE platform and associated products match carbon-free generation every hour with a customer’s load, along with appropriate tracking and retirement of hourly attributes in the applicable registry. Many existing CORe+ customers are converting to 100% Hourly CFE with existing nuclear filling in the gaps of the hours renewable generation is not producing. Further, we are seeing interest from large C&I customers in long-term contracting for our nuclear facilities for energy, capacity, and carbon-free attributes. In addition to larger-scale CORe+ offerings, bundled and unbundled long-term nuclear agreements, and Hourly CFE, we offer a range of sustainability solutions to customers (e.g., RECs, EFECs, RINs, RNG, carbon offsets, Demand Response, etc.) as well as offers for carbon-free generation attributes to support their needs during the transition to a carbon-free energy ecosystem.
We also partner with our customers to provide energy efficiency options to meet their emissions-free energy goals. Our energy efficiency products provide the ability to optimize performance and maximize efficiency across customer facilities and operations through contract structures that include implementation of energy efficiency upgrades and behind-the-meter solutions with no upfront capital requirements. Additionally, these service offerings provide scalable solutions to meet sustainability goals through investment across the life of the facility or operations and allow for greater budget certainty. The ongoing ability to optimize energy consumption for customers allows us to support customer demands with the right combination of technology and efficiency program options.

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In addition to sustainability solutions, data and analytics have also become increasingly important for our customers. Constellation Navigator delivers customized paths and sustainable solutions for customers to set and meet their environmental and energy management goals. Driven by advanced technology platforms and experienced advisors, it provides strategies to help organizations understand their baseline emissions and reduce their carbon footprints. Constellation Navigator helps businesses solve challenges across the energy lifecycle including utility bill management, carbon accounting, rebate administration, energy efficiency audits, and sustainability advisory services. These platforms and services provide new avenues for incremental growth by coupling the opportunities for customer usage optimization with accompanying products and sustainable solutions that we can provide to customers. These types of data and analytical services allow us to grow our customer base in previously inaccessible regulated markets by offering non-commodity energy-related products and sustainable solutions.
We continue to look for new and innovative products and solutions to bring to our customers. Constellation Technology Ventures (CTV) is our venture investing business, focused on championing innovation and scaling breakthrough technologies. CTV invests in a broad range of companies developing products and solutions that expedite the shift towards cleaner, resilient, and sustainable forms of energy. Our portfolio spans diverse areas, and consists of both established and emerging companies looking to advance the energy industry. CTV collaborates with Constellation's operating businesses and customers, harnessing portfolio companies' strengths to propel mutual growth and value for all stakeholders.
Price and Supply Risk Management
We leverage a combination of wholesale and retail customer load sales, federal and state programs, as well as non-derivative and derivative contracts, all with credit-approved counterparties, to hedge the commodity price risk of our generation portfolio.
Beginning in 2024, our existing nuclear fleet is eligible for a nuclear PTC, an important tool in managing commodity price risk for each nuclear unit not already receiving state support. The nuclear PTC provides increasing levels of support as unit revenues decline below levels established in the IRA and is further adjusted for inflation annually through the duration of the program based on the GDP price deflator for the preceding calendar year. See Note 3 — Regulatory Matters and Note 6 — Government Assistance of the Combined Notes to Consolidated Financial Statements for additional information.
In locations and periods where our load serving activities do not naturally offset existing generation portfolio risk, remaining commodity price exposure is managed through portfolio hedging activities. Portfolio hedging activities are generally concentrated in the prompt three years, when customer demand and market liquidity enable effective price risk mitigation. During this prompt three-year period, we seek to mitigate price risk associated with our load serving contracts, non-nuclear generation, and any residual price risk for our nuclear generation that the nuclear PTC and state programs may not fully mitigate. We also enter transactions that further optimize the economic benefits of our overall portfolio.
A portion of our hedging strategy may be implemented using fuel products based on assumed correlations between power and fuel prices. Our risk management group monitors the financial risks of the wholesale and retail power marketing activities.
The cycle of production and utilization of nuclear fuel includes the mining and milling of uranium ore into uranium concentrates, the conversion of uranium concentrates to uranium hexafluoride, the enrichment of the uranium hexafluoride, and the fabrication of fuel assemblies. Nuclear fuel is obtained predominantly through long-term contracts for uranium concentrates, conversion services, enrichment services, (or a combination thereof) and fabrication services, including contracts sourced from Russia. We have inventory in various forms and engage a diverse set of domestic and international suppliers to secure the nuclear fuel needed to continue to operate our nuclear fleet. We manage various risks around our nuclear fuel requirements in accordance with our fuel procurement policy limiting our transactions with each supplier to mitigate concentration of risk. The size of our inventory holdings and forward contractual coverage considers our refueling needs across multiple years to protect against supply disruptions and near-term price volatility, while allowing for capital flexibility. Our fuel procurement activities comply with all U.S. and international trade laws and we continue to take advantage of all available avenues to ensure 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.

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Natural gas is procured through long-term and short-term contracts, as well as through spot-market purchases. We also enter into natural gas transportation and storage contracts that allow us to source reliable and cost-effective natural gas for our fleet and to take advantage of favorable market pricing, regardless of when the gas is used in our operations. Fuel oil inventories are managed so that, in the winter months, sufficient volumes of fuel are available in the event of extreme weather conditions and during the remaining months to take advantage of favorable market pricing.
See ITEM 1A. RISK FACTORS, ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, Critical Accounting Policies and Estimates and Note 15 — Derivative Financial Instruments of the Combined Notes to Consolidated Financial Statements for additional information regarding derivative financial instruments. See ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK for additional information on hedging and risk management.
Seasonality
Our operations are affected by weather, which affects demand for electricity and natural gas. The market price for electricity is also affected by changes in the demand for electricity and the available supply of electricity. With respect to the electric business, very warm weather in summer months and, with respect to the electric and natural gas businesses, very cold weather in winter months is generally referred to as “favorable weather conditions” because those weather conditions result in increased demand for electricity and natural gas. Conversely, mild weather reduces demand. As a result, our operating results in the future may fluctuate substantially on a seasonal basis, especially when more severe weather conditions such as heat waves or extreme winter weather make such fluctuations more pronounced. The pattern of this fluctuation may change depending on the type and location of the facilities owned, the wholesale and retail load served and the terms of contracts to purchase or sell electricity. See ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK for additional information.
Weather can also impact our operating conditions. See ITEM 1A RISK FACTORS for additional information regarding risks related to operational factors. To mitigate the potential for weather to impact our operations, we conduct seasonal readiness reviews at our power plants to ensure availability of fuel supplies and equipment performance before entering the summer and winter seasons. We also consider and review national climate assessments to inform our longer-term planning. Our nuclear assets are resilient to weather extremes and are capable of generating emissions-free electricity 24 hours a day, even during unexpectedly cold winter events and hot summer events.
Insurance
We are subject to liability, property damage, and other risks associated with major incidents at our generating stations. We have reduced our financial exposure to these risks through insurance, both property damage and liability, and other industry risk-sharing provisions. We also maintain business interruption insurance for certain of our renewable assets, but not for our other generating stations unless required by contract or financing agreements. We are self-insured to the extent that any losses may exceed the amount of insurance maintained or are within the policy deductible for our insured losses.
See Note 18 — Commitments and Contingencies of the Combined Notes to Consolidated Financial Statements for insurance specific to our nuclear facilities.

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Regulation
FERC Regulation. CEG Parent's subsidiaries include public utilities as defined under the Federal Power Act that are subject to FERC’s exclusive ratemaking jurisdiction over wholesale sales of electricity and the transmission of electricity in interstate commerce. Under the Federal Power Act, FERC has the authority to grant or deny market-based rates for sales of energy, capacity, and ancillary services to ensure that such sales are just and reasonable. FERC’s jurisdiction over ratemaking includes the authority to suspend the market-based rates of utilities and set cost-based rates should FERC find that its previous grant of market-based rates authority is no longer just and reasonable. Other matters subject to FERC jurisdiction include, but are not limited to, emergency orders requiring power plants to operate or mandate temporary electricity connections; certain third-party financings; review of certain mergers involving public utilities; certain dispositions of jurisdictional facilities and acquisitions of securities of another public utility or an existing operational generating facility; certain affiliate transactions; certain intercompany financings and cash management arrangements; certain internal corporate reorganizations; and certain holding company acquisitions of public utility and holding company securities.
RTOs and ISOs are FERC-regulated entities that exist in several regions to provide transmission service across multiple transmission systems. FERC has approved PJM, MISO, ISO-NE, and SPP as RTOs and CAISO and NYISO as ISOs. These entities are responsible for regional planning, managing transmission congestion, developing wholesale markets for energy and capacity, maintaining reliability, market monitoring, and the scheduling of physical power transactions in the region. ERCOT is not subject to regulation by FERC but performs a similar function in Texas to that performed by RTOs and ISOs in markets regulated by FERC.
NRC Regulation. We are subject to the jurisdiction of the NRC with respect to the operation of our nuclear generating facilities, including the licensing for operation of each unit. The NRC subjects nuclear generating stations to continuing review and regulation covering, among other things, operations, maintenance, emergency planning, security, and environmental and radiological aspects of those stations. As part of its Reactor Oversight Process, the NRC continuously assesses unit performance indicators and inspection results and communicates its assessment on a semi-annual basis. The NRC may modify, suspend, or revoke operating licenses and impose violations and/or civil penalties for failure to comply with the Atomic Energy Act, NRC regulations, or the terms of the operating licenses or orders. Changes in requirements by the NRC may require a substantial increase in capital expenditures and/or operating costs for our nuclear generating facilities. NRC regulations also require that licensees of nuclear generating facilities demonstrate reasonable assurance that funds will be available in specified minimum amounts at the end of the life of the facility to decommission the facility. We meet the ultimate decommissioning funding obligation through the use of dedicated NDT funds. See ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS — Liquidity and Capital Resources; Critical Accounting Policies and Estimates — Nuclear Decommissioning Asset Retirement Obligations; and Note 10 — Asset Retirement Obligations and Note 17 — Fair Value of Financial Assets and Liabilities of the Combined Notes to Consolidated Financial statements for additional information regarding our NDT funds and decommissioning obligations.
Our operations are also subject to the jurisdiction of various other federal, state, regional, and local agencies, and federal and state environmental protection agencies. Additionally, we are subject to NERC mandatory reliability standards, which protect the nation’s bulk power system against potential disruptions from cyber and physical security breaches.
Active External Engagement
Our business is at the intersection of heavy capital deployment, complex microeconomics and high-profile public policy. Through active external engagement with key stakeholders on behalf of our business and customers, we believe we can support the effective design and operation of the electric markets. We are the nation’s largest producer of clean and reliable energy and following the Calpine merger we are the largest private-sector power producer in the world, and we bring an informed perspective to public policy discussions at the state, regional and national levels. Our consistently rigorous and balanced advocacy has made our perspective one that is sought out by key decision makers when considering the path forward in legislative and policy arenas.

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Strategy and Outlook
Strategy
We believe shareholder value is built on a foundation of operational excellence and the pairing of our reliable energy fleet with our customer-facing platform. We are committed to maintaining investment grade credit ratings. We focus on optimizing cash returns through a disciplined approach to safe and efficient operations and cost management, underpinned by stable and durable margins from our customer-facing business and coupled with distinct payments to our generation plants for the clean, reliable, and available energy they provide to customers. We may pursue future growth opportunities that provide additional value building on our core businesses, or expanding our competitive advantages. We are committed to maintaining a strong balance sheet, providing our customers with cost-effective and sustainable solutions to meet their energy needs, and returning value to our shareholders.
The demand for reliable, emissions-free energy and sustainability solutions continues to grow across the country. We aim to meet the growing energy needs of all our customers. We continue to serve as a partner to businesses and public entities to help meet their energy and sustainability needs.
We are committed to maintaining sufficient financial liquidity and an appropriate capital structure to support safe, secure and reliable operations, even in volatile market conditions. We believe our investment grade credit rating is a competitive advantage and we intend to maintain our credit position and best-in-class balance sheet. In line with that commitment, available cash flow will first be used to meet investment grade credit targets, with incremental capital allocated towards disciplined growth and shareholder return. We will build upon a strong compliance and risk management foundation and recognize the critical role this serves in maximizing operational results. We will continue to manage cash flow volatility through prudent risk management strategies across our business.
Growth Opportunities. We continually evaluate growth opportunities aligned with our businesses, assets, and markets leveraging our expertise in those areas and offering durable returns. We may pursue growth opportunities that optimize our core business or expand upon our strengths, including, but not limited to the following:
• Opportunistic energy acquisitions and generation development opportunities with a focus on reliability,
• Create new value from the existing fleet through nuclear uprates and license extensions, repowering of renewables, serving data economy customers, long-term power purchase agreements, and other opportunities,
• Grow solutions for our customers focused on clean energy, efficiency, storage and electrification; help our C&I customers develop and meet sustainability targets, and
• Continue to monitor opportunities to participate in advanced nuclear and CCUS as well as investments in battery storage and solar to maintain our leadership position as stewards of an emissions-free energy future.
We will employ a disciplined approach to acquisitions that grow future cash flow and support strategic initiatives. This strategy was realized, in part, with the acquisition of Calpine, a combination that brings together premier nuclear, natural gas, and geothermal fleets with a leading commercial platform to deliver innovative customer solutions and strengthen U.S. energy leadership, national security, and economic prosperity. See Note 2 — Mergers, Acquisitions, and Dispositions of the Combined Notes to Consolidated Financial Statements for additional information on our acquisition of Calpine.
Various market, financial, regulatory, legislative and operational factors could affect our success in pursuing these strategies. We continue to assess infrastructure, operational, policy, and legal solutions to these issues. See ITEM 1A. RISK FACTORS for additional information.

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Outlook
The U.S. energy sector is undergoing unprecedented transformation, which we believe will drive significant growth in demand for reliable, clean power generation and benefit our business. Our diversified generation fleet, including our industry-leading nuclear assets, is well-positioned to meet this rising demand for dependable emissions-free electricity. Key drivers of increased demand include:
• Expanded policy support for nuclear energy that enhances energy security, reliability and system diversity,
• Federal and state incentives for new and resilient generation to support grid stability,
• Rapid data center growth, increasing large-scale, around-the-clock load requirements,
• Electrification across the economy, including transportation, buildings, and industrial processes,
• Onshoring and expansion of domestic manufacturing to strengthen U.S. supply chains, and
• Evolving customer preferences that favor clean energy, greater choice, transparency, and digitization.
Policy Support for Nuclear Energy. We expect our nuclear generation fleet to continue playing a vital role in meeting the nation's baseload power needs. Nuclear energy remains the largest source of zero-emissions electricity in the U.S., providing more than half of all emissions-free power. Our nuclear plants are significant contributors to the clean energy mix in the states in which they operate. Federal policymakers from both parties have underscored the importance of preserving existing nuclear assets through the nuclear PTC enacted in the IRA and maintained under the OBBBA. The action by New York to extend the NY ZEC program in January 2026 reaffirms that states recognize that existing nuclear generation facilities are essential to meeting their policy objectives to reduce GHG emissions. In addition, a number of states including Delaware, New Jersey, Illinois, Maryland, New York, and Texas, are currently drafting bills to add nuclear energy to clean energy targets by repealing bans, studying methods to accelerate their development, or in some cases, providing financial incentives to drive their construction. Beyond emissions reductions, nuclear energy supports high-quality jobs, strengthens regional economies, and enhances the reliability and security of the electrical grid. In alignment with this supportive policy landscape, we intend to file applications to extend the licenses of our nuclear units to 80 years where long-term policy support continues to be available.
Policy Support for New, Reliable Generation. With our significantly increased presence in Texas following the Calpine acquisition, our fleet is positioned to play a critical role in ensuring reliability within ERCOT. In November 2023, Texas voters approved a state constitutional amendment to create the TEF, which provides up to $7.2 billion in low-interest loans and completion bonuses to support as much as 10 GW of new dispatchable generation statewide. Project selections announced in Fall 2025 included a $278 million loan for Calpine's 460 MW Pin Oak Creek peaking facility. Policy mechanisms like the TEF are essential to maintaining the reliability of the Texas energy market by enhancing the economic viability of new dispatchable generation.
In Maryland, the Next Generation Energy Act of 2025 directed the Maryland Public Service Commission (MPSC) to solicit and approve applications for dispatchable and large-capacity resources through an expedited Certification of Public Convenience and Necessity process. We submitted multiple proposals, and the MPSC approved our application to advance more than 700 MW of natural gas generation under the streamlined pathway. We are also continuing to evaluate additional resource options for Maryland, including battery storage projects, under a separate solicitation established by the Next Generation Energy Act.
Data Center Growth. The rapid expansion of data centers continues to accelerate, driven by widespread adoption of AI technologies and large-scale infrastructure investments by major hyperscalers such as Microsoft, Google, Meta, and Amazon. This growth is creating unprecedented demand for reliable, around-the-clock electricity in the U.S. and globally. According to the DOE, data centers are amongst the most energy-intensive building types, consuming 10 to 50 times more energy per square foot than a typical commercial office building. As AI workloads scale and computing needs increase, the energy requirements of data centers are expected to grow substantially, further reinforcing the need for dependable, 24/7 power supply.

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Electrification. Efforts to optimize our energy infrastructure and reduce GHG emissions are expected to drive continued electrification of the U.S. economy, including transportation, industrial processes, heating and cooling, and household appliances. This transition has the potential to materially increase overall electricity demand. For companies like ours, whose core strength lies in safely generating and delivering electricity and related energy solutions, this growing demand represents a natural and meaningful opportunity for long-term growth.
Onshoring of Manufacturing. Recent federal industrial policy, most notably the CHIPS and Science Act and the IRA, explicitly incentivize the return of manufacturing and supply‑chain capacity back to the United States. This resurgence in domestic industrial activity is driving a meaningful increase in electricity demand, as new facilities are both expanding and becoming more energy intensive. These trends are further amplified by broader shifts such as electrification and rapid data center growth. The resulting load growth presents a strategic opportunity for our business as our expanded generation fleet is well positioned to enable this national policy objective.
Evolving Customer Preferences. Consumers are increasingly purpose-driven and knowledgeable about solutions that reduce emissions. As a result, they place greater value on being able to trace the sources of their clean energy. Rising awareness of climate change and clean energy options is fueling demand for value-added products and services, such as solar, behind-the-meter storage, EV charging, and the ability to choose 100% clean power 24/7 in competitive retail energy markets. Customers are also showing heightened interest in long-term energy agreements that provide price stability and reliability. At the same time, continued innovation and digitization across the economy are empowering customers with more visibility and control over their energy usage. This increased engagement enables both residential and business customers to make more informed choices about their energy supply and the products and solutions we provide.

Environmental Matters and Regulation
We are subject to comprehensive and complex environmental legislation and regulation at the federal, state, and local levels, including requirements relating to climate change, air and water quality, solid and hazardous waste, and impacts on species and habitats.
Our Board of Directors is responsible for overseeing the management of environmental matters. We have a management team to address environmental compliance and strategy, including the CEO, and other members of senior management. Performance of those individuals directly involved in environmental compliance and strategy is reviewed and affects compensation as part of the annual individual performance review process. Our Board of Directors has delegated to its Nuclear Oversight Committee and the Corporate Governance Committee the authority to oversee our compliance with health, environmental, and safety laws and regulations and strategies and efforts to protect the environment as discussed in further detail below.
GHG & Climate Risks
Many states, corporations, and investors have advocated for the reduction of GHG emissions across all sectors of the economy, including GHG emissions from the energy sector. Additionally, many large corporations have adopted targets to reduce the carbon emissions in their business operations. We believe our fleet is well-positioned to benefit from policy for decarbonization.
We also face climate mitigation and transition risks as well as adaptation risks. Mitigation and transition risks include changes to the energy systems as a result of new technologies, changing customer expectations, and/or voluntary GHG reduction goals, as well as policies intended to reduce GHG emissions. Adaptation risk refers to risks to our facilities or operations that may result from changes in the physical climate, such as changes to temperatures, weather patterns, and sea level rise. See ITEM 1A. RISK FACTORS for additional information.
We produce electricity predominantly from low- and emissions-free generating facilities (such as nuclear, natural gas, hydroelectric, geothermal, wind, and solar) and neither own nor operate any coal-fueled generating assets. Our natural gas and oil generating plants produce GHGs, most notably CO2. We have made investments in developing CCUS technologies to reduce GHG emissions. In addition, we sell natural gas through our customer-facing business; and consumers’ use of such natural gas produces GHG emissions. In 2025, we achieved a 94.7% capacity factor across our nuclear fleet and our ownership of 22 GWs of emissions-free generation capacity at 25 nuclear units produced 183 TWhs of electricity. Our Scope 1 and 2 market-based GHG emissions in 2024 were 8.5 million metric tons carbon dioxide equivalent, of which 8.2 million metric tons were from our

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natural gas and oil-fueled generation fleet, significantly less than our peers with similar volume of power generation. We continue to have the lowest carbon intensity (rate of carbon dioxide equivalent (CO2e) emitted per unit of electricity generated) among the ten largest U.S. generators following the acquisition of Calpine.
Regulation of GHGs from Power Plants under the Clean Air Act. In April 2024, EPA issued a final rule that regulates greenhouse gases from existing coal, new natural gas-fired power plants, and existing oil/gas steam generators under Clean Air Act section 111. In June 2025, EPA issued a proposal to repeal its regulations addressing GHG emissions from the sector. In February 2026, EPA issued a final rule to repeal the 2009 “Endangerment Finding” underpinning all GHG regulation by EPA. EPA is expected to separately finalize its repeal of power sector GHG regulations in 2026, which will directly address the compliance obligations under those rules.
State Climate Legislation and Regulation. Many states in which we operate have state and regional programs to reduce GHG emissions and renewable and other portfolio standards, which impact the power sector. 25 states and the District of Columbia have 100% clean energy targets, deep GHG reduction targets, or both, encompassing 55% of U.S. residential electricity customers. As the nation’s largest generator of emissions-free electricity, our fleet supports these efforts to produce safe, reliable, clean electricity.
In 2019, New York enacted the Climate Leadership and Community Protection Act, which commits the state to achieving net-zero emissions by 2050, with requirements in 2030 and 2040. New Jersey’s Energy Master Plan supports the state’s goal of a 100% clean energy economy by 2050. The state's Global Warming Response Act targeted GHG emissions reductions of 80% below 2006 levels by 2050 which was subsequently accelerated by Executive Order 315 targeting 100% clean energy by 2035. The 2021 Illinois Clean Energy Law is designed to achieve 100% carbon-free power by 2045. It establishes decarbonization requirements for Illinois as well as programs to support the retention and development of emissions-free sources of electricity.
Our nuclear plants are meaningful contributors to the clean energy mix where they operate. States may not be able to meet their emissions-reduction goals without our nuclear plants, which provide a significant portion of the current emissions-free power. Several states have established policies to support nuclear generation driven by recognition that existing nuclear generation facilities are essential to meeting policy objectives on GHG emissions, supporting jobs and regional economies, and ensuring reliability and security of the electrical grid through resource diversity. These policies preserve the environmental attributes of our nuclear facilities, and include the following:

Policy Name Year Enacted Nuclear Facilities Impacted Type of Program Year of Expiration
New York Clean Energy Standard 2016 FitzPatrick, Ginna, and NMP ZEC 2049

Illinois Zero Emission Standard 2016 Clinton and Quad Cities ZEC 2027
New Jersey Clean Energy Legislation 2018 Salem ZEC 2025 (a)

Illinois Clean Energy Law 2021 Byron, Braidwood, and Dresden CMC 2027

__________
(a) The contracts entered into under the New Jersey Clean Energy Legislation program concluded in May 2025.
In January 2026, the NYPSC approved a 20-year extension of its ZEC program to sustain the state’s nuclear power plants through 2049. The extension is designed to preserve the state's carbon-free electricity supply and ensure grid reliability. The structure of the NY ZEC program remains largely intact, with similar rate-setting methodology, adjusted over time for inflation through 2049.
Regional Greenhouse Gas Initiative (RGGI). The RGGI program requires most fossil fuel-fired power plants in the region to hold allowances, sold at auction or on the secondary market, for each ton of CO2 emissions. The following states are currently participants in RGGI; Connecticut, Delaware, Maine, Maryland, Massachusetts, New Hampshire, New Jersey, New York, Rhode Island, and Vermont. Pennsylvania never entered the RGGI program, and its budget bill for fiscal year 2025-2026 legislatively abrogated the state’s RGGI regulations.

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Renewable and Clean Energy Standards. Most states where we operate have adopted some form of renewable or clean energy procurement requirement. These standards impose varying levels of mandates for procurement of renewable or clean electricity (the definition of which varies by state) and/or energy efficiency, generally expressed as a percentage of annual electric load, often increasing by year. Load serving entities comply with these various requirements through purchasing qualifying renewables, acquiring sufficient certificates (e.g., RECs), paying an alternative compliance payment, and/or a combination of these compliance alternatives.
Corporate Clean Energy Targets. Corporations face incentives from their customers and investors to align their businesses with environmental and sustainability objectives, including goals to reduce GHG emissions in their business operations. A number of corporations are making commitments to reducing their GHG emissions, either through procuring increasing amounts of clean energy, such as RECs, EFECs, or emissions offsets, to offset their carbon footprint over time. Recent examples include the PPA with Microsoft that will support the restart of Crane and the PPA with Meta for the output of Clinton which supports Meta's clean energy goals and the continued operations of Clinton.
Emerging Clean Technologies. The need for new clean, reliable sources of power that can scale, decarbonize the system, and meet new load requirements is leading to rapid advancements in emerging technologies like advanced nuclear power, CCUS, energy storage, advanced geothermal and hydrogen. The improvements in advanced nuclear including Small Modular Reactors (SMR), growing state and federal support, and the potential to rapidly reduce costs with scaled deployment create a potential path to market for new nuclear within the next decade. CCUS is similarly experiencing substantial investment. It also is expected that energy storage will continue to see high levels of investment driven by lower costs and improved technology, state mandates, a backlog of storage projects in the interconnection queue, and utilities seeking large-scale storage capacity to support higher renewables penetration. Advanced geothermal has similar opportunities to scale supply with early deployments de-risking the technologies. Collectively, advanced nuclear, carbon sequestration, energy storage, geothermal, and clean hydrogen are expected to help support emissions reduction goals.
Other Environmental Regulation
Water Quality
Clean Water Act Section 316(b) requires that the cooling water intake structures at facilities that withdraw more than 2 million gallons of water per day for cooling reflect the best technology available to minimize adverse environmental impacts. Our power generation facilities with cooling water intake systems are subject to the EPA’s 2014 regulations, which are implemented through NPDES permit renewals. We have completed all required studies and have submitted recommendations for compliance as part of the NPDES/SPDES renewal process. We have submitted the NPDES/SPDES renewal timely for all our owned and operated nuclear stations. Six of the twelve stations we operate and STP have been deemed compliant with the 316(b) rule using existing technology. Until the compliance requirements are determined by the applicable state permitting director for each of the six remaining nuclear stations, on a site-specific basis, we cannot estimate the effect that compliance with the EPA’s 2014 rule will have on the operation of our generating facilities and our consolidated financial statements. EPA's rule does not mandate cooling towers or wedge wire screens and allows state permitting directors to require alternative, less costly technologies and/or operational measures, based on a site-specific assessment of the feasibility, costs, and benefits of available options. Should a state permitting director determine that a facility must install cooling towers or wedge wire screens to comply with the rule, that facility’s economic viability could be called into question.
In July 2016, the NJDEP issued a final permit for Salem requiring 316(b) studies and deferring the Agency's selection of a final compliance technology. The permit allows Salem to continue to operate utilizing the existing cooling water intake system. The permit was challenged by an environmental organization, and in August 2025, NJDEP Commissioner issued the final agency decision adopting the Office of Administrative Law's initial decision from November 2024 in full. This upheld the 2016 permit and rejected all challenges from the petitioners.
Our hydroelectric and nuclear facilities are required to secure a federal license or permit for activities that may result in a discharge to covered waters. We are required to obtain a state water quality certification for those facilities under Clean Water Act section 401. See Note 3 — Regulatory Matters of the Combined Notes to Consolidated Financial Statements for additional information on the status of the 401 Certification from MDE for Conowingo.

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We are also subject to the jurisdiction of the Delaware River Basin Commission and the Susquehanna River Basin Commission, regional agencies that primarily regulate water usage.
Solid and Hazardous Waste and Environmental Remediation
CERCLA authorizes response to releases or threatened releases of hazardous substances into the environment, while RCRA primarily regulates ongoing hazardous waste handling and disposal. Under CERCLA, generators and transporters of hazardous substances, and past and present owners and operators of hazardous waste sites, are strictly, jointly and severally liable for the cleanup costs of hazardous substances at sites. These PRPs can be ordered to perform a cleanup, can be sued for costs associated with an EPA-directed cleanup, may voluntarily settle with the EPA concerning their liability for cleanup costs, or may voluntarily begin a site investigation and site remediation under state oversight. Most states have also enacted similar statutes that may apply in many states where we currently own or operate, or previously owned or operated facilities. In addition, RCRA governs treatment, storage, and disposal of solid and hazardous waste and cleanup of sites where such activities were conducted.
Our operations have in the past, and may in the future, require substantial expenditures to comply with these federal and state environmental laws. We may be liable for the costs of remediating environmental contamination of property now or formerly owned by us and of property contaminated by hazardous substances generated or transported by us. We own or lease several real estate parcels, including parcels on which our operations or the operations of others may have resulted in contamination by substances that are considered hazardous under environmental laws. We are, or could become in the future, parties to proceedings initiated by the EPA, state agencies, and/or other responsible parties under CERCLA and RCRA or similar state laws with respect to several sites, or may undertake to investigate and remediate sites for which we may be subject to enforcement actions by an agency or third party.
We have established appropriate contingent liabilities for environmental remediation requirements. In addition, we may be required to make significant additional expenditures not presently determinable for other environmental remediation costs. See Note 18 — Commitments and Contingencies of the Combined Notes to Consolidated Financial Statements for additional information regarding our environmental matters, remediation efforts, and related impacts to our consolidated financial statements.
Nuclear Waste Storage and Disposal
There are no facilities for the reprocessing or permanent disposal of SNF currently in operation in the United States, nor has the NRC licensed any such facilities. We currently store all SNF generated by our nuclear generating facilities on-site in storage pools or in dry cask storage facilities. Since our SNF storage pools generally do not have sufficient storage capacity for the life of the respective plant, we have developed dry cask storage facilities to support operations.
All our nuclear sites have on-site dry cask storage. On-site dry cask storage in concert with on-site storage pools can meet all current and future SNF storage requirements at each of our sites, including Crane, for the duration of both current and subsequent license periods of all stations and through decommissioning. As of December 31, 2025, we had approximately 97,600 SNF assemblies (23,900 tons) stored on-site in SNF pools or dry cask storage. For a discussion of matters associated with our contracts with the DOE for the disposal of SNF, see Note 18 — Commitments and Contingencies of the Combined Notes to Consolidated Financial Statements.
As a by-product of their operations, nuclear generating units produce LLRW. LLRW is accumulated at each generating station and permanently disposed of at licensed disposal facilities. The Federal Low-Level Radioactive Waste Policy Act of 1980 provides that states may enter into agreements to provide regional disposal facilities for LLRW and restrict use of those facilities to waste generated within the region. Illinois and Kentucky have entered into such an agreement, although neither state currently has an operational site, and none is anticipated to be operational for the next ten years. We ship our Class A LLRW, which represents 93% of LLRW generated at our stations, to disposal facilities in Utah and South Carolina, which have enough storage capacity to store all Class A LLRW for the duration of both current and subsequent license periods for all the stations in our nuclear fleet.

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We utilize on-site storage capacity at all our stations to store and stage for shipping Class B and Class C LLRW. We have a contract through 2040 to ship Class B and Class C LLRW to a disposal facility in Texas. The agreement provides for disposal of all Class B and Class C LLRW currently stored at each station as well as the Class B and Class C LLRW generated during the term of the agreement. However, because the production of LLRW from our nuclear fleet will exceed the capacity at the Texas site (3.9 million curies through 2027, with applications submitted by the facility for a 10-year extension and an increase in storage capacity), we will still be required to utilize on-site storage at our stations for Class B and Class C LLRW. We currently have enough storage capacity to store all Class B and Class C LLRW for the duration of both current and subsequent license periods for of all the stations in our nuclear fleet and we continue to pursue alternative disposal strategies for LLRW, including an LLRW reduction program to minimize on-site storage and cost impacts.

Employees
Engaged Workforce
Our employees are our greatest strength. We strive to create a workplace that is inclusive, innovative, and safe for our employees. In order to provide the services and products that our customers expect, we focus on creating the best teams to foster teamwork, mutual respect and the empowerment of employees to contribute at their full potential. We strive to attract highly qualified talent and review our hiring, development and promotion practices to maintain equal opportunity and non-discriminatory processes.
We develop our future highly skilled workforce by focusing on three main areas: (1) elevating career awareness by promoting STEM and energy career pathways; (2) fostering equal opportunities for all individuals; and (3) advancing the skills of workers by investing in training, reskilling, and upskilling programs.
We conducted an employee engagement survey in 2024 to gain insight into engagement and job satisfaction within our workforce, followed by a pulse survey in 2025. We use these surveys to help identify our successes and opportunities for growth. The survey results are shared with leaders at all levels and they are also part of action planning to increase engagement. A robust action planning process is implemented that integrates both centralized action for organization-wide issues and leader-led action for areas unique to their own work groups and/or business areas.
Career Development
We strive to prepare our workforce for the future and help our employees develop competencies to progress in their careers. We work to continuously enhance the knowledge and skills of our workforce through formal assessments, feedback, coaching, mentoring, training, leadership and other development programs.
Well-Being and Benefits
We help our employees maintain and improve their overall well-being, and we offer a wide range of benefits that support physical, mental, financial, and family health. Our comprehensive benefits help our employees care for themselves and their families, now and in the future.
Community
We actively invest in community development through philanthropic giving and employee volunteerism. We work to build a future in which all our employees, customers, business associates and communities benefit from social, environmental and economic progress. We provide opportunities for company-sponsored volunteerism and charitable matching gifts programs. Our employees donated $5.6 million to non-profit organizations of their choice and provided 128,900 volunteer service hours in 2025.
Next Generation of Talent
We aim to attract, retain and advance a world-class workforce that effectively serves our customers and communities. We work toward this objective by sourcing from and developing a broad talent pipeline and cultivating an inclusive and respectful culture where all individuals can develop to reach their full potential. In 2025, we hired over 2,100 employees.

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Through our talent acquisition strategy, we work with universities and organizations to attract and recruit STEM-focused students and professionals. Through these collaborations, we participate in mentoring programs, conferences, career fairs and industry events to identify highly skilled talent who may be interested in applying for employment.
Workforce
We provide training and review hiring and promotion processes and perform pay equity analyses. These actions help to create an environment where all employees can thrive and advance based on merit.
The following table shows total number of employees, management, and executives as of December 31, 2025:

Metric All Employees
Full-Time 15,291 
Part-Time 48 
Total Employees 15,339 

Metric All Employees
Regular (a)
15,279 
Temporary (b)
60 
Total Employees 15,339 

__________
(a) Regular employees hold a position where employment is for an indeterminate period and the position is expected to continue on an ongoing basis.
(b) Temporary employees hold a position (with or without a contract) for a limited period with an expected end date, typically based on completion of a specific assignment, project, or event.
Turnover Rates
As turnover is inherent, management succession planning is performed and tracked for executives enterprise-wide. Management frequently reviews succession planning to be prepared when positions become available.
The table below shows the turnover rate for regular employees for the year ended December 31, 2025:

Involuntary Termination 1.3  %
Retirement (a)
2.3  %
Voluntary Resignation 3.3  %

__________
(a) For reporting purposes, reflects employees who were at least 55 years of age and had at least 10 years of service at the time they ended employment.
Collective Bargaining Agreements
As of December 31, 2025 approximately 23% of all employees participate in CBAs. The following table presents employee information, including information about CBAs, as of December 31, 2025:

Total Employees Covered by CBAs (a)
Total Number of CBAs (a)
New and Renewed CBAs in 2025 (b)
Total Employees Under New and Renewed CBAs in 2025

3,584  21  3  597 

__________
(a) Does not include 8 CBAs that were assumed following the acquisition of Calpine in January 2026, representing 177 employees.
(b) Does not include CBAs that expired in 2025 but are operating under interim extension agreements while negotiations are ongoing for renewal.

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ITEM 1A. RISK FACTORS
We operate in a complex market and regulatory environment that involves significant risks, many of which are beyond our direct control. Such risks, which could negatively affect our results of operations or financial condition, fall primarily under the categories below:
Risks related to market and financial factors primarily include:
• the price and availability of fuels,
• the generation resources in the markets in which we operate,
• the design of power markets,
• our ability to operate our generating assets,
• our ability to access capital markets,
• the impacts of ongoing competition, and
• emerging technologies, business models, and demand driven by industry trends, including those related to climate change mitigation and transition to a low-emissions economy.
Risks related to legislative, regulatory, and legal factors primarily include changes to, and compliance with, the laws and regulations that govern:
• the renewal of operating licenses,
• the ability to retire or repower units,
• energy policy, including market design,
• environmental and climate policy, and
• tax policy.
Risks related to operational factors primarily include:
• changes in the global climate could produce extreme weather events, which could put our facilities at risk, and such changes could also affect the levels and patterns of demand for energy and related services,
• the safe, secure and effective operation of our facilities and the ability to effectively manage nuclear decommissioning obligations,
• physical, cybersecurity, and third-party reliability risks for us as an owner-operator of generation facilities and as a participant in commodities trading,
• rapid development and integration of AI technologies,
• ability to attract and retain an appropriately qualified workforce, and
• acquisitions or investments in new business initiatives and new markets.
Risks related to the acquisition of Calpine primarily include:
• no assurance of the dividends at the current rate post-acquisition, reduced ownership and voting power for current shareholders, and potential dilution to earnings per share,
• integration challenges including the complex, costly and time-consuming integration process with potential unknown liabilities, and the possible loss of key employees and customers, and

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• legal and regulatory risks such as potential lawsuits and substantial costs, as well as valuation risk, which could negatively impact future operating results.
Risks Related to Market and Financial Factors
We are exposed to price volatility associated with both the wholesale and retail power markets and the procurement of nuclear fuel, natural gas, and oil.
We are exposed to commodity price risk for fuel and the unhedged portion of our generation portfolio. Our earnings and cash flows are therefore exposed to variability of spot and forward market prices in the markets in which we operate.
Price of Fuels. The spot market price of electricity for each hour is generally determined by the marginal cost of supplying the next unit of electricity to the market during that hour. Thus, the market price of power is affected by the market price of the marginal fuel, in particular the price of natural gas, used to generate the electricity unit.
Cost and Availability of Fuel. We depend on nuclear fuel, natural gas, and oil to operate most of our generating facilities. The supply markets for nuclear fuel, natural gas, and oil are subject to price fluctuations, availability restrictions, tariffs, counterparty default, and geopolitical risk, which could have a material adverse impact on our results of operations or financial condition.
Geopolitical risks specific to nuclear fuel include the ongoing Russia and Ukraine conflict which has yielded sanctions and legislation by the United States, United Kingdom, European Union, Russia, and Canada impacting the exports and imports of Russian nuclear fuel. An example of such sanctions includes the “Prohibiting Russian Uranium Imports Act” which bans 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. The cycle of production and utilization of nuclear fuel is complex, and we engage a diverse set of suppliers to secure the nuclear fuel needed to continue to operate our nuclear fleet long-term. Non-performance by these suppliers could have a material adverse impact on our results of operations or financial condition. See ITEM 1. BUSINESS – Price and Supply Risk Management and ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK for additional information on the nuclear fuel cycle and procurement.
Demand and Supply. The market price for electricity is also affected by changes in the demand for electricity and the available supply of electricity. Unfavorable economic conditions, milder than normal weather, regulatory intervention, and the growth of energy efficiency and demand response programs can rapidly increase supply or depress demand. In addition, in some markets, the supply of electricity can exceed demand during some hours of the day, resulting in lower market prices, including periods of negative pricing, and loss of revenue for baseload generating plants such as our nuclear plants.
Retail Competition. Our retail operations compete for customers in a competitive environment, which affects the margins we can earn and the volumes we are able to serve. In periods of sustained low natural gas and power prices and low market volatility, retail competitors can aggressively pursue market share because the barriers to entry can be low and wholesale generators (including us) use their retail operations to hedge generation output. Likewise, retail competition is dependent upon continued support of the host state, and state legislative sessions can present repeated opportunities for adjustment and full or partial repeal of retail competition in certain markets.
Market Design. The wholesale markets vary from region to region with distinct rules, practices, and procedures. Changes in these market rules, problems with rule implementation, or failure of any of these markets could adversely affect our business with little notice. The imposition of price caps, the issuance of orders extending the operation of generation resources slated for retirement, the imposition of requirements that new large load secure supply from new generation resources or agree to be interrupted, policies allowing utility-owned generation in restructured states, and policies favoring new resources at the expense of existing resources may lead to a market design that results in the premature retirement of existing resources, which would negatively affect our portfolio of assets as well as the market as a whole. For example, PJM is considering market rule changes as part of its stakeholder process, and the Trump administration, in conjunction with Governors of PJM states, have proposed a framework to govern new load connection and the generation that can serve that load. The outcome of this process is uncertain. See Item 7. Management’s Discussion and Analysis of Financial

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Condition and Results of Operations - Other Key Business Drivers for additional information on proposed PJM market reforms.
Our risk management policies cannot fully eliminate the risk associated with our commodity trading activities.
Our asset-based power position as well as our power marketing, fuel procurement and other commodity trading activities expose us to risks of commodity price movements. We buy and sell energy and other products and enter financial contracts to manage risk and hedge various positions in our portfolio. We are exposed to volatility in financial results for unhedged positions as well as the risk of ineffective hedges. We attempt to manage this exposure through enforcement of established risk limits and risk management procedures. These risk limits and risk management procedures may not work as planned and cannot eliminate all risks associated with these activities. Even when our policies and procedures are followed, and decisions are made based on projections and estimates of future performance, results of operations could be diminished if the judgments and assumptions underlying those decisions prove to be incorrect. Factors, such as future prices and demand for power, natural gas and other energy-related commodities, become more difficult to predict and the calculations become less reliable the further into the future estimates are made. As a result, we cannot predict the impact that our commodity trading activities and risk management decisions could have on our results of operations or financial condition.
Financial performance and load requirements could be negatively affected if we are unable to effectively manage our power portfolio.
A significant portion of our power portfolio is used to provide power under procurement contracts with load serving entities and other customers. To the extent portions of the power portfolio are not needed for that purpose, our output is sold in the wholesale power markets. To the extent our power portfolio is not sufficient to meet the requirements of our customers under the related agreements, we must purchase power in the wholesale power markets. Our financial results could be negatively affected if we are unable to cost-effectively meet the load requirements of our customers, manage our power portfolio or effectively address the changes in the wholesale power markets.
We may be affected by emerging technologies that could, over time, affect or transform the energy industry.
Advancements in both distributed and utility-scale power generation technology could impact market prices and demand size and behaviors. For instance, commercial and residential solar generation installations, energy storage improvements that include batteries and fuel cells, and other emerging technologies are improving the cost-effectiveness of customer self-supply of electricity. Improvements in energy efficiency of lighting, appliances, equipment and building materials will also affect energy consumption by customers. Advancements in nuclear technology, CCUS, storage and advanced geothermal may contribute to a substantial increase in the supply of clean, reliable baseload power, impacting market prices. CCUS technology may also allow for gas generation to continue to be a viable source of clean electricity and provide for future growth of clean gas-powered generation. Further, advancements in AI and other technology could lead to reduced barriers of entry resulting in increased competition from new market participants.
These developments could affect the price of energy, levels of customer-owned generation, customer expectations and current business models and make portions of our generation facilities uneconomic prior to the end of their useful lives. These technologies could also result in further declines in commodity prices or demand for delivered energy. Each of these factors could affect our results of operations or financial condition through, among other things, reduced operating revenues, increased operating and maintenance expenses, increased capital expenditures, and potential asset impairment charges or accelerated depreciation and decommissioning expenses over shortened remaining asset useful lives.
Market performance and other factors could decrease the value of our NDT funds and employee benefit plan assets, which then could require significant additional funding.
Disruptions in the capital markets and their actual or perceived effects on particular businesses and the broader economy could adversely affect the value of the investments held within our NDTs and employee benefit plan trusts. We have significant obligations in these areas and hold substantial assets in these trusts to meet those

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