Hanson Bryan Craig 4

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.