Every material Form 8-K Constellation Energy has filed with the SEC since February 18, 2025, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
Constellation reported second-quarter 2026 revenue of $7.5 billion, up from $6.1 billion a year earlier, and adjusted (non-GAAP) operating earnings of $2.55 per share, up from $1.91. GAAP net income fell to $513 million, or $1.42 per share, from $839 million, or $2.67 per share, and the company raised its full-year adjusted earnings guidance to $11.50 to $12.50 per share. The company attributed the adjusted increase mainly to the Calpine acquisition and favorable market and portfolio conditions, partly offset by unfavorable nuclear outages.
Q2 2026 revenue of $7.5 billion vs. $6.1 billion in Q2 2025
Adjusted operating earnings of $2.55 per share vs. $1.91; GAAP EPS of $1.42 vs. $2.67
Full-year 2026 adjusted operating earnings guidance raised to $11.50 to $12.50 per share
Agreement to sell Brazos Valley Energy Center to LS Power for $860 million before closing adjustments
Constellation Energy's board named President and CEO Joe Dominguez chair effective August 4, 2026, after Robert Lawless retired from the board. Charles Harrington will serve as Lead Independent Director, and Roger Crandall, CEO of MassMutual, joined the board as an independent director effective August 5, 2026. The filing does not disclose financial results; it changes board leadership and composition.
Joe Dominguez, President and CEO, elected Chair of the Board effective August 4, 2026
Charles Harrington, Chair of the Corporate Governance Committee, becomes Lead Independent Director with a $50,000 annual cash retainer
Roger Crandall, Chairman, President and CEO of MassMutual, elected director effective August 5, 2026, term to the 2027 annual meeting; committee assignments not yet determined
Constellation Energy reported first-quarter 2026 results with GAAP net income attributable to common shareholders of $1,590 million, or $4.49 per diluted share, up from $118 million, or $0.38 per share, a year earlier. Operating revenues rose to $11,122 million from $6,788 million, and the company reaffirmed its full-year 2026 adjusted operating earnings guidance of $11.00 to $12.00 per share. The results include the Calpine acquisition, completed in January 2026, which the filing cites as a main driver of higher adjusted earnings.
Adjusted (non-GAAP) operating earnings were $2.74 per share, up from $2.14 per share in Q1 2025 (adjusted operating earnings were $972 million versus $673 million)
Operating revenues were $11,122 million versus $6,788 million; GAAP net income attributable to common shareholders was $1,590 million versus $118 million
Full-year 2026 adjusted operating earnings guidance of $11.00 to $12.00 per share was affirmed, not changed
Pin Oak Creek 460 MW natural gas facility reached commercial operation on April 30, 2026; Pastoria 105 MW solar project was commissioned on April 16, 2026
Constellation Energy Corporation disclosed that director Alan Armstrong resigned from its Board of Directors, effective March 23, 2026. The filing gives no reason for the resignation and does not name a replacement.
Alan Armstrong notified the Board of his resignation on March 23, 2026, effective the same day.
The filing does not state a reason for the resignation.
The 8-K includes only XBRL cover page exhibits (101 and 104) and was signed by Deputy General Counsel Arden T. Phillips on March 26, 2026.
Constellation reported fourth-quarter 2025 results on February 24, 2026. Q4 operating revenues rose to $6,074 million from $5,382 million, but GAAP net income per share fell to $1.38 from $2.71 and adjusted operating earnings per share fell to $2.30 from $2.44. Full-year adjusted operating earnings per share rose to $9.39 from $8.67, while full-year GAAP earnings per share fell to $7.40 from $11.89. 2026 guidance will be discussed on a March 31, 2026 call.
Q4 2025 revenue of $6,074 million vs. $5,382 million in Q4 2024; Q4 GAAP net income of $432 million vs. $852 million
Full-year 2025 adjusted operating earnings of $9.39 per share vs. $8.67 in 2024; full-year GAAP net income of $2,319 million vs. $3,749 million
Calpine acquisition completed January 7, 2026; quarterly dividend of $0.4265 per share payable March 20, 2026
2026 guidance to be discussed on the March 31, 2026 conference call
On January 15, 2026, Constellation completed exchange offers for Calpine's senior notes, with $2,289,722,000 in principal tendered and accepted. Calpine's noteholders also approved amendments that remove substantially all restrictive covenants and events of default, other than payment and bankruptcy defaults. The filing comes after Constellation's January 7, 2026 completion of its acquisition of Calpine, and it shows how Calpine's debt is being moved into Constellation's own notes.
$2,289,722,000 in Calpine notes were validly tendered, accepted, retired and canceled; the exchange offers have expired.
New Constellation notes: 4.625% due February 1, 2029; 5.000% due February 1, 2031; 3.750% due March 1, 2031, with the same interest rates and maturities as the Calpine notes they replace.
Consent solicitation amendments eliminate substantially all restrictive covenants and events of default, other than payment-related and bankruptcy-related defaults.
Settlement date was January 15, 2026, with the supplemental indentures signed the same day.
Constellation Energy completed its acquisition of Calpine Corporation on January 7, 2026, and Calpine's senior notes and CCFC term loan remain outstanding obligations of its subsidiaries. Former Calpine stockholders who received Constellation shares obtained registration rights, and half of those shares are locked up until June 30, 2026, with the rest locked up until June 30, 2027, which could affect share supply in 2026 and 2027.
Acquisition of Calpine from Energy Capital Partners closed January 7, 2026; the combined company cites 55 gigawatts of capacity and 2.5 million retail and business customers
Calpine remains issuer of $1,400 million 5.125% Senior Notes due 2028 and $1,250 million 4.500% Senior Secured Notes due 2028, among other notes
CCFC term loan, originally dated December 15, 2017, remains in place; the notional principal was increased to $1.875 billion in September 2024
Company must file a Form S-3 registration statement on the closing date to register resale of shares issued to former Calpine holders
Constellation Energy said senior leadership changes will take effect when its acquisition of Calpine closes, which is expected in the fourth quarter of 2025, subject to Department of Justice clearance. Shane Smith, currently Senior Vice President, Treasury and Credit, will become Executive Vice President and Chief Financial Officer, replacing Daniel Eggers in that role. The filing does not include any financial results or guidance.
Shane Smith becomes Executive Vice President and Chief Financial Officer at the Calpine closing, with a $725,000 base salary and an 85% annual incentive target.
Daniel Eggers moves from Chief Financial Officer to Senior Executive Vice President, Finance and Data Economy.
Kathleen Barrón plans to retire in mid-2026 and will serve as Executive Vice President and Senior Advisor to the CEO after the Calpine closing.
Andrew Novotny of Calpine will become Senior Executive Vice President, Constellation Power Operations, and will also serve as President and CEO of Calpine.
On November 17, 2025, Constellation Energy Generation entered into a DOE-guaranteed loan facility of up to $1.0 billion through the Federal Financing Bank to help fund eligible restoration costs of the 835 MW Christopher M. Crane Clean Energy Center. The loan is full recourse to Constellation, its obligations are unsecured at the initial closing, and no borrowing has been made yet. The filing describes a new direct financial obligation with a final maturity of November 17, 2055, and a make-whole premium on any prepayment.
Up to $1.0 billion term loan facility through the Federal Financing Bank, with DOE as guarantor; agreements dated November 17, 2025.
Interest at 0.375% per annum over the current average yield on comparable U.S. Treasury obligations, set at each advance.
No initial borrowing made; initial borrowing must occur by May 17, 2027, and the facility ends September 15, 2030.
Loan is full recourse to Constellation, and any prepayment, mandatory or optional, carries a make-whole premium.
Constellation Energy said director Peter Oppenheimer notified the board on November 9, 2025 of his intent to retire. His retirement takes effect December 31, 2025. The filing contains no financial results, and it does not name a successor.
Peter Oppenheimer notified the board of his intent to retire on November 9, 2025.
Retirement is effective December 31, 2025.
The filing reports no financial results or guidance changes.
Constellation reported third quarter 2025 results on November 7, 2025, with adjusted operating earnings of $3.04 per share, up from $2.74 a year earlier, while GAAP net income fell to $2.97 per share from $3.82. The company narrowed its full-year 2025 adjusted operating earnings guidance to $9.05 to $9.45 per share, and the results are reported as the company prepares to close its proposed Calpine transaction.
Q3 2025 operating revenues were $6.57 billion, compared with $6.55 billion in Q3 2024.
GAAP net income attributable to common shareholders was $930 million, or $2.97 per diluted share, versus $1.2 billion, or $3.82 per share, a year earlier.
Full-year 2025 adjusted operating earnings guidance was narrowed to $9.05 to $9.45 per share.
In September 2025, a settlement with Maryland regulators cleared a water quality certification for re-licensing the Conowingo Dam hydroelectric facility.
Constellation's board increased its size to thirteen members and elected Alan Armstrong as a director, effective January 1, 2026, to serve until the 2026 annual shareholder meeting. Armstrong is executive chairman of Williams and was its president and CEO for 14 years, which the company says brings natural gas infrastructure experience to its board.
Board expanded to thirteen members; Alan Armstrong elected on September 23, 2025, effective January 1, 2026
Armstrong is executive chairman of Williams and served as its president and CEO for 14 years
Board has not yet decided which committees Armstrong will join; he will receive standard director compensation
Constellation reported second-quarter 2025 results on August 7, 2025, with GAAP net income of $839 million, or $2.67 per share, up from $814 million, or $2.58 per share, a year earlier. Operating revenues rose to $6.1 billion from $5.5 billion, and the company reaffirmed its full-year adjusted operating earnings guidance of $8.90-$9.60 per share. The company also repurchased about $400 million of its common stock, and the pending Calpine acquisition remains on track to close in the fourth quarter.
Adjusted (non-GAAP) operating earnings were $1.91 per share, up from $1.68 per share in Q2 2024; GAAP net income was $2.67 per share, up from $2.58.
Operating revenues were $6,101 million for the quarter, compared with $5,475 million a year earlier.
Full-year 2025 adjusted operating earnings guidance of $8.90-$9.60 per share was reaffirmed.
Calpine acquisition received FERC, New York PSC and Texas PUC approvals; the company expects closing in Q4 2025.
Constellation Energy reported first-quarter 2025 results on May 6, 2025. Adjusted (non-GAAP) operating earnings rose to $2.14 per share from $1.82 a year earlier, while GAAP net income fell to $0.38 per share from $2.78, mainly due to a $505 million after-tax unrealized loss on fair value adjustments. The company reaffirmed its 2025 adjusted operating earnings guidance of $8.90 to $9.60 per share and said the Calpine acquisition is on track to close in the fourth quarter of 2025.
Adjusted operating earnings of $2.14 per share vs. $1.82 in Q1 2024; GAAP net income of $0.38 per share vs. $2.78 in Q1 2024
Operating revenues of $6,788 million vs. $6,161 million in Q1 2024; GAAP net income attributable to common shareholders of $118 million vs. $883 million
2025 adjusted operating earnings guidance reaffirmed at $8.90 to $9.60 per share
Calpine acquisition definitive agreement expected to close in the 4th quarter of 2025
Constellation Energy reported fourth-quarter 2024 GAAP net income of $2.71 per share, up from a loss of $0.11 a year earlier, and adjusted operating earnings of $2.44 per share, up from $1.74. Full-year 2024 adjusted operating earnings of $8.67 per share exceeded the top of the company's twice-revised guidance range of $8.00-$8.40, while quarterly operating revenues fell to $5.4 billion from $5.8 billion, and the company affirmed its 2025 adjusted operating earnings guidance of $8.90-$9.60 per share.
Q4 2024 GAAP EPS was $2.71 (diluted) versus ($0.11) in Q4 2023; adjusted operating EPS was $2.44 versus $1.74.
Q4 2024 operating revenues were $5,382 million versus $5,796 million in Q4 2023.
Full-year 2024 adjusted operating EPS was $8.67, above the $8.00-$8.40 guidance range; 2025 guidance of $8.90-$9.60 was affirmed.
The company entered a definitive agreement to acquire Calpine Corporation for 50 million shares plus $4.5 billion in cash, and bought back about $1 billion of stock in 2024.
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