Hanson Bryan Craig 4

4 · Constellation Energy Corp · Filed Feb 11, 2026

AI-generated summary of this filing

Updated Feb 11, 2026

Constellation Energy EVP Bryan C. Hanson Exercises Options, Sells Shares

What Happened

Bryan C. Hanson, EVP & Chief Generation Officer of Constellation Energy (CEG), exercised/conversioned derivative awards and had portions withheld/sold to cover tax and settlement obligations. On Feb 9, 2026 he converted 53,507 derivative units into common stock and-related transactions resulted in a sale/transfer of 26,587 shares to the issuer for $272.15/share (proceeds $7,235,652) and 22,166 shares were surrendered/withheld at $272.15/share to cover taxes (value ~$6,032,477). Additional awards and conversions noted in the filing include RSUs and a performance share award.

Key Details

Transaction date: 2026-02-09; Form 4 filed 2026-02-11 (filed timely).
Disposed to issuer: 26,587 shares at $272.15 — $7,235,652.
Shares surrendered/withheld for tax liability: 22,166 shares at $272.15 — ~$6,032,477.
Derivative conversions/exercises: 53,507 shares reported as exercised/converted (multiple M-coded entries); some derivative conversions reported with $0 cash value (internal settlement/conversion).
Grants acquired: 4,972 RSUs (A) and 46,176 performance shares (A); performance award vests immediately per footnote.
RSU note: one RSU award has accrued ~65 additional shares from dividend equivalents since Feb 10, 2025.
Shares owned after the reported transactions are not specified in the supplied data.

Context

This looks like a standard equity award exercise and partial sell-to-cover/issuer disposition rather than an open-market sale: the insider exercised/converted equity awards and used a portion of the resulting shares to satisfy tax withholding and to transfer/sell shares back to the issuer.
Footnotes: (F1) shares came from vested LTIP awards; (F2–F3) RSUs vest in thirds and accrue dividend equivalents (one award added ~65 shares); (F4) performance shares vest immediately on grant.
These types of transactions are routine for executives receiving equity compensation and do not, by themselves, indicate intent to buy or sell additional stock.

Form 4

Period: 2026-02-09

EVP & Chief Generation Officer

Transactions

Exercise/Conversion
Common Stock
[F1]
2026-02-09+53,507→ 114,363 total
Tax Payment
Common Stock
2026-02-09$272.15/sh−22,166$6,032,477→ 92,197 total
Disposition to Issuer
Common Stock
2026-02-09$272.15/sh−26,587$7,235,652→ 65,609 total
Exercise/Conversion
Restricted Stock Units
[F2][F3]
2026-02-09−7,331→ 4,536 total
→ Common Stock (7,331 underlying)
Award
Restricted Stock Units
[F2]
2026-02-09+4,972→ 9,508 total
→ Common Stock (4,972 underlying)
Award
2023-2025 Performance Shares
[F4]
2026-02-09+46,176→ 46,176 total
→ Common Stock (46,176 underlying)
Exercise/Conversion
2023-2025 Performance Shares
[F4]
2026-02-09−46,176→ 0 total
→ Common Stock (46,176 underlying)

Holdings

Footnotes (4)

[F1]Shares of Common Stock acquired from vested equity awards granted under the Issuer's Long-term Incentive Plan ("LTIP").
[F2]Restricted stock units ("RSUs") vest in 1/3 increments on the dates of the Compensation Committee's first-quarter meetings held in the first, second, and third years after the grant date. Each RSU represents the right to receive one share of Common Stock upon vesting, and does not expire. These RSUs accrue quarterly dividend equivalents in the form of additional RSUs representing common stock dividends as approved by the Issuer's board of directors, which vest on the same schedule as the underlying RSU award.
[F3]The RSU award acquired approximately 65 additional shares through automatic dividend reinvestment since February 10, 2025.
[F4]Performance share award granted under the LTIP for the three-year performance period referenced in Column 1 based upon the Compensation Committee's determination of performance achieved for the period. Each performance share represents the right to receive one share of Common Stock upon vesting. These performance shares do not accrue quarterly dividends. Performance share award vests immediately on the grant date.

Signature

/s/ Brian Buck, Attorney-in-Fact for Bryan Hanson|2026-02-11

1 file