Dominguez Joseph 4

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.