Dominguez Joseph 4
4 · Constellation Energy Corp · Filed Feb 11, 2026
Research Summary
AI-generated summary of this filing
Constellation Energy CEO Joseph Dominguez Exercises Awards, Sells Shares
What Happened
Joseph Dominguez, President & CEO and Director of Constellation Energy (CEG), exercised/converted equity awards and received vested shares on Feb 9, 2026. The filing shows an acquisition via exercise/conversion of 191,817 shares and the grant/vesting of additional awards (18,189 RSUs and 164,913 performance/award shares). To satisfy tax withholding and issuer payment obligations, Dominguez surrendered 83,104 shares (withholding) and 92,993 shares (paid to issuer) at $272.15 per share — $22,616,754 and $25,308,045 respectively (about $47.9M combined). Several derivative-related entries show net settlement/withholding rather than an open-market sale.
Key Details
- Transaction date: 2026-02-09; Form filed: 2026-02-11 (timely).
- Dispositions used to cover obligations:
- 83,104 shares withheld for taxes at $272.15 = $22,616,754 (code F).
- 92,993 shares surrendered to issuer at $272.15 = $25,308,045 (code D).
- Reported acquisitions/conversions: 191,817 shares (exercise/conversion, code M); grants/awards of 18,189 and 164,913 shares (code A). Some derivative conversions show zero exercise price and immediate net settlement (codes M/A).
- Shares owned after transaction: not disclosed in this Form 4.
- Footnotes of note:
- F1: Shares came from vested LTIP awards.
- F2: RSUs vest in 1/3 increments and accrue dividend equivalents that vest with the underlying award.
- F3: The RSU award included ~244 additional shares from dividend reinvestment since 2/10/2025.
- F4: Performance shares were awarded under the LTIP and vested immediately; they do not accrue quarterly dividends.
- Filing timeliness: filed two days after the transactions — appears timely (no late filing flag).
Context
This set of entries reflects exercises/conversions and award vestings with net-share settlement (shares withheld/surrendered to cover taxes and issuer payment), which is a routine way executives satisfy tax/settlement obligations and does not necessarily indicate an open-market sell for diversification. For retail investors, purchases or net buys are typically more informative; this filing mainly documents award vesting and related withholding/surrender.
Insider Transaction Report
- Exercise/Conversion
Common Stock
[F1]2026-02-09+191,817→ 297,457 total - Tax Payment
Common Stock
2026-02-09$272.15/sh−83,104$22,616,754→ 214,353 total - Disposition to Issuer
Common Stock
2026-02-09$272.15/sh−92,993$25,308,045→ 121,360 total - Exercise/Conversion
Restricted Stock Units
[F2][F3]2026-02-09−26,904→ 17,525 total→ Common Stock (26,904 underlying) - Award
Restricted Stock Units
[F2]2026-02-09+18,189→ 35,714 total→ Common Stock (18,189 underlying) - Award
2023-2025 Performance Shares
[F4]2026-02-09+164,913→ 164,913 total→ Common Stock (164,913 underlying) - Exercise/Conversion
2023-2025 Performance Shares
[F4]2026-02-09−164,913→ 0 total→ Common Stock (164,913 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 244 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.