Pennsylvania1310 Point StreetBaltimoreMaryland21231-3380(833)883-0162☐0001868275False00018682752025-09-292025-09-29
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION |
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Washington, D.C. 20549 |
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FORM |
8-K |
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CURRENT REPORT |
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Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
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September 23, 2025 |
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Date of Report (Date of earliest event reported) |
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Commission
File Number |
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Name of Registrant; State or Other Jurisdiction of Incorporation; Address of Principal Executive Offices; and Telephone Number |
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IRS Employer Identification Number |
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| 001-41137 |
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CONSTELLATION ENERGY CORPORATION |
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87-1210716 |
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(a Pennsylvania corporation)
1310 Point Street
Baltimore, Maryland 21231-3380
(833) 883-0162
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| 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: |
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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| Securities registered pursuant to Section 12(b) of the Act: |
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Trading Symbol(s) |
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Name of each exchange on which registered |
| CONSTELLATION ENERGY CORPORATION: |
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| Common Stock, without par value |
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CEG |
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The Nasdaq Stock Market LLC |
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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 ☐ |
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| 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.
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Exhibit No. |
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Description |
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101 |
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Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. |
104 |
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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.
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CONSTELLATION ENERGY CORPORATION |
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/s/ Arden T. Phillips |
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Arden T. Phillips |
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Vice President, Deputy General Counsel and Corporate Secretary |
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September 29, 2025
EXHIBIT INDEX
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Exhibit No. |
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Description |
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101 |
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Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. |
104 |
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The cover page from the Current Report on Form 8-K, formatted as Inline XBRL. |
EX-99.1
2
ceg-202509298kexh991.htm
EX-99.1
ceg-202509298kexh991
1 Contact: Dave Snyder Constellation Communications 667-218-7700 david.snyder@constellation.com FOR IMMEDIATE RELEASE CONSTELLATION APPOINTS ALAN ARMSTRONG TO BOARD OF DIRECTORS Former Williams CEO and natural gas industry veteran to join Constellation board in 2026 BALTIMORE (Sept. 29, 2025) — Constellation (Nasdaq: CEG) has announced the election of Alan S. Armstrong to its board of directors, effective Jan. 1, 2026. Armstrong is currently executive chairman of the board of directors for Williams, a major U.S. energy infrastructure company that primarily focuses on natural gas gathering, processing and transmission. Armstrong served as the company’s president and CEO for 14 years prior to being named its board chair earlier this year. “Alan brings nearly 40 years of experience at Williams, including more than a decade as CEO, where he led major expansions in energy infrastructure and drove long-term growth and operational excellence,” said Robert J. Lawless, chairman of Constellation. “His deep industry knowledge and leadership will be invaluable as we integrate America’s largest natural gas portfolio into our generation fleet through our deal with Calpine.” “It’s a privilege to join Constellation’s board and support a company dedicated to delivering reliable, clean energy to millions of homes and businesses. I look forward to helping advance Constellation’s mission to enhance America’s energy security and economic strength,” said Armstrong. Prior to being named Williams CEO in 2011, Armstrong led the company’s North American midstream and olefins businesses through a period of growth and expansion as Senior Vice President – Midstream. Previously, he served in a number of operational and commercial roles in various business units at Williams. He joined the company in 1986 as an engineer. A respected industry leader, Armstrong currently serves as chair of the National Petroleum Council and is a founding member of Natural Allies for a Clean Energy Future.
2 He also serves as board member for BOK Financial Corp. Armstrong earned his bachelor’s degree in civil engineering from the University of Oklahoma where he currently serves as chair of The University of Oklahoma Foundation For more information on Constellation’s board of directors, please visit constellationenergy.com. # # #
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