8-K – 2026-08-05 – ceg-20260804.htm

ceg-20260804 Pennsylvania 1310 Point Street Baltimore Maryland 21231-3380 (833) 883-0162 ☐ 0001868275 False 0001868275 2026-08-04 2026-08-04

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
August 4, 2026
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(b). Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 4, 2026, Robert Lawless, Chair of the Board of Directors (the “Board”) of Constellation Energy Corporation (the “Company”), retired from the Board. In connection with the retirement of Mr. Lawless as Chair of the Board, the Board elected Joseph Dominguez, the Company’s President and Chief Executive Officer, to serve as Chair of the Board, effective August 4, 2026. As a result of Mr. Dominguez being named Chair of the Board, Charles Harrington, Chair of the Corporate Governance Committee of the Board, will also serve as Lead Independent Director of the Board. In addition to the standard compensation for directors disclosed in the Company’s proxy statement, Mr. Harrington will receive an annual cash retainer equal to $50,000 for his service as Lead Independent Director.

On August 4, 2026, the Board elected Roger Crandall as a director, effective August 5, 2026, to serve until the Company’s 2027 annual meeting of shareholders. The Board has not yet determined the committee(s) on which Mr. Crandall will be appointed to serve. Mr. Crandall will receive the standard compensation for directors as disclosed in the Company’s proxy statement.

A copy of the press release regarding the foregoing changes to the Board issued on August 5, 2026, 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

August 5, 2026

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.