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Constellation Energy Corp·4

Feb 11, 6:13 PM ET

MCHUGH JAMES 4

Research Summary

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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.