Dardis David O. 4

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.