Dardis David O. 4
4 · Constellation Energy Corp · Filed Feb 11, 2026
Research Summary
AI-generated summary of this filing
Constellation Energy EVP David Dardis Exercises Awards and Sells Shares
What Happened
David O. Dardis, Executive Vice President & General Counsel of Constellation Energy (CEG), exercised/converted equity awards and received RSU/performance-share awards on Feb 9, 2026. The filing shows he acquired 31,011 shares through exercise/conversion and was granted 30,025 shares (3,638 RSUs + 26,387 performance shares) before net settlement. To cover tax liabilities and issuer disposition, he surrendered 14,682 shares (withheld for taxes) and transferred 13,444 shares back to the issuer at $272.15 per share, generating total cash proceeds of about $7.65 million. Several derivative conversions/settlements were reported at $0 consideration (net settlement).
Key Details
- Transaction date: 2026-02-09; Form 4 filed 2026-02-11 (timely filing).
- Material cash transactions: 14,682 shares withheld for taxes @ $272.15 = $3,995,706; 13,444 shares disposed to issuer @ $272.15 = $3,658,785. Total ≈ $7,654,491.
- Equity activity: 31,011 shares acquired via exercise/conversion (derivative), grants of 3,638 RSUs and 26,387 performance shares. Some derivative conversions were reported as disposed at $0 (net settlement).
- Shares owned after the transactions: not specified in the provided data.
- Footnotes: vested LTIP awards; RSUs vest in 1/3 increments and accrue dividend-equivalent RSUs; one RSU award included ~43 dividend-reinvested shares; performance shares vested immediately on grant.
Context
- This looks like a routine equity award vesting/exercise with share withholding and issuer disposition to satisfy tax obligations and settle the transaction (common administrative practice).
- Derivative entries (code M) indicate exercises/conversions; code F indicates shares withheld for tax liability; code D indicates disposition to issuer. These often reflect net settlement rather than an open-market sale by the insider.
- No inference about the insider’s view of the company should be drawn from standard vesting/tax-withholding transactions.
Insider Transaction Report
- Exercise/Conversion
Common Stock
[F1]2026-02-09+31,011→ 55,930 total - Tax Payment
Common Stock
2026-02-09$272.15/sh−14,682$3,995,706→ 41,248 total - Disposition to Issuer
Common Stock
2026-02-09$272.15/sh−13,444$3,658,785→ 27,803 total - Exercise/Conversion
Restricted Stock Units
[F2][F3]2026-02-09−4,623→ 3,247 total→ Common Stock (4,623 underlying) - Award
Restricted Stock Units
[F2]2026-02-09+3,638→ 6,885 total→ Common Stock (3,638 underlying) - Award
2023-2025 Performance Shares
[F4]2026-02-09+26,387→ 26,387 total→ Common Stock (26,387 underlying) - Exercise/Conversion
2023-2025 Performance Shares
[F4]2026-02-09−26,387→ 0 total→ Common Stock (26,387 underlying)
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 43 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.