Constellation Energy Corporation

01/09/2026 | Press release | Distributed by Public on 01/09/2026 20:48

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Novotny Andrew R.
2. Issuer Name and Ticker or Trading Symbol
Constellation Energy Corp [CEG]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
See Remarks
(Last) (First) (Middle)
1310 POINT STREET
3. Date of Earliest Transaction (Month/Day/Year)
01/07/2026
(Street)
BALTIMORE, MD 21231
4. If Amendment, Date Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 01/07/2026 A(1) 298,853(2) A (1) 298,853 D
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Novotny Andrew R.
1310 POINT STREET
BALTIMORE, MD 21231
See Remarks

Signatures

/s/ Brian Buck, Attorney-in-Fact for Andrew Novotny 01/09/2026
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) On January 7, 2026, upon consummation of the mergers and internal reorganization set forth in the Agreement and Plan of Merger, dated as of January 10, 2025 (the "Merger Agreement"), by and among the Issuer, Calpine Corporation, a Delaware corporation ("Calpine"), various direct and indirect wholly owned subsidiaries of each of the Issuer and Calpine, and a representative of the stockholders of Calpine, Calpine became an indirect, wholly owned subsidiary of the Issuer. In connection therewith, each common share of Calpine held by the reporting person was converted into the right to receive the Per Share Cash Consideration and Per Share Stock Consideration, each as defined in the Merger Agreement, with cash paid in lieu of any fractional share of the Issuer's Common Stock payable under the Per Share Stock Consideration.
(2) These shares of Common Stock are subject to various restrictions, including lock-up agreements and time-based vesting conditions.

Remarks:
Senior Executive Vice President, Constellation Power Operations, and President and CEO of Calpine
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
Constellation Energy Corporation published this content on January 09, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on January 10, 2026 at 02:48 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]