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Pennsylvania1310 Point StreetBaltimoreMaryland21231-3380(833)883-0162☐0001868275False00018682752025-11-212025-11-21

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
November 21, 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 November 21, 2025, Constellation Energy Corporation (“Constellation”) announced certain changes in senior leadership, to be effective upon the closing (the “Effective Time”) of the Company’s acquisition of Calpine Corporation (“Calpine”), which is expected to close in the fourth quarter of 2025, subject to clearance by the Department of Justice and other customary closing conditions.

At the Effective Time, Daniel Eggers, Executive Vice President and Chief Financial Officer will be promoted to Senior Executive Vice President, Finance and Data Economy, and will no longer serve as Chief Financial Officer. Shane Smith, Senior Vice President, Treasury and Credit, will be promoted to Executive Vice President and Chief Financial Officer. Mr. Smith’s compensation includes an annual base salary of $725,000, an annual incentive program target opportunity of 85% of his base salary, and a long-term incentive target valued at $2,500,000, consistent with the terms of the Constellation Energy Corporation 2022 Long-Term Incentive Plan. Kathleen Barrón has announced that she will retire from Constellation in mid-2026 and at the Effective Time will transition from her current role as Executive Vice President and Chief Strategy and Growth Officer to Executive Vice President and Senior Advisor to the Constellation Chief Executive Officer. A copy of the press release announcing these and other changes to Constellation senior leadership, issued on November 21, 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
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

November 21, 2025




EXHIBIT INDEX
Exhibit No.
Description
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.

EX-99.1 2 ceg-202511218kexh991.htm EX-99.1 ceg-202511218kexh991
1 Contact: Paul Adams Constellation Communications 667-218-7700 paul.adams@constellation.com FOR IMMEDIATE RELEASE CONSTELLATION ANNOUNCES KEY SENIOR LEADERSHIP CHANGES AHEAD OF CALPINE DEAL CLOSING BALTIMORE (Nov. 21, 2025) — Constellation announced today a series of senior leadership appointments as the company prepares to complete its transaction with Calpine. The leadership changes take effect upon completion of Constellation’s deal with Calpine, which is expected to close in the fourth quarter of 2025, subject to clearance by the Department of Justice and other customary closing conditions. Kathleen Barrón to Retire Kathleen Barrón, Executive Vice President and Chief Strategy and Growth Officer, has announced she will retire after 30 years in the energy industry. Following ten years in private legal practice and five years in the federal government, Barrón joined Constellation’s predecessor company in 2010 and held numerous senior leadership roles over the past 15 years, including leading the government and regulatory affairs and public policy function, where she was responsible for many favorable outcomes in federal and state energy and environmental policy matters as well as wholesale market design advocacy. Because of her unique role, Barrón’s responsibilities will be divided among other senior leaders upon closing of the Calpine transaction. She has agreed to remain on the Constellation senior leadership team as an advisor to the CEO through the first half of 2026 to ensure a seamless transition. “Kathleen is a true visionary and principled leader who has been instrumental in the tremendous growth of Constellation and the resurgence of the nuclear industry, not just


 
2 for the company’s benefit, but for the good of the nation, the climate and generations to come,” said Joe Dominguez, President and CEO of Constellation. “She established a forward-thinking strategy and direction that has led Constellation – and nuclear energy – to new heights, as a key partner to policymakers and business leaders driving America toward a cleaner and more prosperous future for all.” Key Leaders Named Senior Executive Vice Presidents, New CFO Named Dan Eggers, Executive Vice President and Chief Financial Officer, has been promoted to Senior Executive Vice President, Finance and Data Economy, reporting to Dominguez. In his new role, Eggers will expand his Finance responsibilities to lead Constellation’s Data Economy business. Shane Smith, Senior Vice President, Treasury and Credit, has been promoted to Executive Vice President and Chief Financial Officer, reporting to Eggers. David Dardis, Executive Vice President and Chief Legal and Policy Officer, also was promoted to Senior Executive Vice President, Chief External Affairs and Growth Officer, reporting to Dominguez. In his new role, Dardis will lead the company’s new generation development business and grows his remit to include Legal, Policy, Sustainability, Strategy, Corporate Affairs and Public Advocacy. Bryan Hanson, Executive Vice President and Chief Generation Officer, and Jim McHugh, Executive Vice President and Chief Commercial Officer, also were promoted to senior executive vice presidents due to their expanded responsibilities. “In their newly expanded roles, Dan, David and Shane bring a powerful combination of strategic vision, financial expertise and policy depth that will help us continue to seize growth opportunities during this period of unprecedented change for our industry,” said Dominguez. “Bryan and Jim continue to advance our business through their strong and steady leadership, optimizing value through collaboration, innovation and performance excellence across our business units.”


 
3 Andrew Novotny of Calpine to Join Constellation Senior Leadership Team Andrew Novotny will join Constellation and become Senior Executive Vice President, Constellation Power Operations, and President and CEO of Calpine, and will continue to lead the Calpine business plus Constellation’s fleet of natural gas, hydro, solar and wind generation, reporting to Dominguez. Several other Calpine senior executives will join the Constellation leadership team as well. “We look forward to welcoming Andrew and other Calpine leaders to our executive team as we unite Calpine and Constellation, creating an industry-leading reliable and clean generation fleet that will help America win the AI race while meeting the growing needs of families, communities and businesses nationwide,” said Dominguez. “Andrew is a world-class leader, bringing deep strategic and financial acuity, operational experience, and commercial experience that will be invaluable to our newly combined company.” # # # About Constellation Constellation Energy Corporation (Nasdaq: CEG), a Fortune 200 company headquartered in Baltimore, is the nation’s largest producer of reliable, emissions-free energy and a leading energy supplier to businesses, homes and public sector customers nationwide, including three-fourths of Fortune 100 companies. With annual output that is nearly 90% carbon-free, our hydro, wind and solar facilities paired with the nation’s largest nuclear fleet have the generating capacity to power the equivalent of 16 million homes, providing about 10% of the nation’s clean energy. We are committed to investing in innovative technologies to drive the transition to a reliable, sustainable and secure energy future. Follow Constellation on LinkedIn and X.