MCHUGH JAMES 4
4 · Constellation Energy Corp · Filed Feb 11, 2026
Research Summary
AI-generated summary of this filing
Constellation Energy EVP James McHugh Sells Shares After Option Exercise
What Happened
James McHugh, EVP & Chief Commercial Officer of Constellation Energy (CEG), exercised/converted equity instruments and had LTIP awards vest on Feb 9, 2026. The filing shows roughly 68,827 shares created by exercises and award vestings (exercises/conversions and RSU/performance share grants), and 31,076 shares were turned over to the issuer/used for withholding: 14,136 shares were withheld for taxes (14,136 × $272.15 = $3,847,112) and 16,940 shares were disposed to the issuer (16,940 × $272.15 = $4,610,221), for total proceeds/consideration of $8,457,333. Several award shares and derivative items were recorded at $0.00 because they represent vesting/conversion events rather than open-market sales.
Key Details
- Transaction date(s): February 9, 2026; Form 4 filed February 11, 2026 (appears timely).
- Cash/proceeds: 31,076 shares disposed at $272.15 for combined $8,457,333 (14,136 shares withheld for tax; 16,940 shares surrendered to issuer).
- Reported exercise/award activity: exercise/conversion and award grants totaling ~68,827 shares (sum of reported M and A lines).
- Shares owned after transaction: Not specified in the filing.
- Footnotes: F1–F4 indicate shares came from vested LTIP awards (RSUs and a performance share award). RSUs vest in 1/3 increments and accrue dividend-equivalent RSUs; one RSU award added ~48 shares from dividend reinvestment. The performance award vested immediately per the filing.
- Codes explained: M = exercise/conversion of derivative; A = grant/award; F = shares withheld to cover tax/exercise liability; D = disposition to issuer.
- No indication in the filing of a 10b5-1 plan or that this was a charitable gift.
Context
This appears to be a routine net settlement/covering transaction tied to option exercises and award vesting rather than an open-market investment decision. Shares were surrendered to cover tax withholding and possibly exercise costs (a common practice known as sell-to-cover or net share settlement). Such filings document compensation-related liquidity events and do not necessarily signal the insider’s view on the company’s stock price.
Insider Transaction Report
- Exercise/Conversion
Common Stock
[F1]2026-02-09+34,537→ 88,661 total - Tax Payment
Common Stock
2026-02-09$272.15/sh−14,136$3,847,112→ 74,525 total - Disposition to Issuer
Common Stock
2026-02-09$272.15/sh−16,940$4,610,221→ 57,585 total - Exercise/Conversion
Restricted Stock Units
[F2][F3]2026-02-09−5,098→ 3,610 total→ Common Stock (5,098 underlying) - Award
Restricted Stock Units
[F2]2026-02-09+4,851→ 8,461 total→ Common Stock (4,851 underlying) - Award
2023-2025 Performance Shares
[F4]2026-02-09+29,439→ 29,439 total→ Common Stock (29,439 underlying) - Exercise/Conversion
2023-2025 Performance Shares
[F4]2026-02-09−29,439→ 0 total→ Common Stock (29,439 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 48 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.