SEC EDGAR · 8-K
8-K – 2025-09-29 – ceg-20250923.htm
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ceg-20250923 Pennsylvania 1310 Point Street Baltimore Maryland 21231-3380 (833) 883-0162 ☐ 0001868275 False 0001868275 2025-09-29 2025-09-29 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 September 23, 2025 Date of Report (Date of earliest event reported) 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 Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) 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 Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). 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. ☐ Section 5 – Corporate Governance and Management Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On September 23, 2025, the Board increased the size of the Board to thirteen members and elected Alan Armstrong as a director, effective as of January 1, 2026, to serve until Constellation’s 2026 annual meeting of shareholders. The Constellation board of directors has not yet determined the committee(s) on which Mr. Armstrong will be appointed to serve. Mr. Armstrong will receive Constellation’s standard compensation for its directors as disclosed in its proxy statement. A copy of the press release regarding the election of Mr. Armstrong, issued on September 29, 2025, is attached hereto as Exhibit 99.1 and incorporated herein by reference. Section 9 - Financial Statements and Exhibits Item 9.01. Financial Statements and Exhibits (d) Exhibits. Exhibit No. Description 99.1 Press release 101 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. 104 The cover page from the Current Report on Form 8-K, formatted as Inline XBRL. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. CONSTELLATION ENERGY CORPORATION /s/ Arden T. Phillips Arden T. Phillips Vice President, Deputy General Counsel and Corporate Secretary September 29, 2025 EXHIBIT INDEX Exhibit No. Description 99.1 Press release 101 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. 104 The cover page from the Current Report on Form 8-K, formatted as Inline XBRL.