Bauer Matthew N 4

4 · Constellation Energy Corp · Filed Feb 11, 2026

AI-generated summary of this filing

Updated Feb 11, 2026

CEG SVP Matthew Bauer Exercises Awards, Surrenders 7,350 Shares

What Happened

Matthew N. Bauer, SVP & Controller of Constellation Energy Corp (CEG), had equity awards vest/convert on Feb 9, 2026. He received/converted awards totaling several lots (including 8,088 shares and additional RSU/performance-share amounts) and then surrendered 7,350 shares to cover tax withholding and exercise/payment obligations. The surrendered shares were 3,444 shares (tax withholding) valued at $937,285 and 3,906 shares (disposed to the issuer) valued at $1,063,018 — about $2.0M in total value. Several award/derivative entries showed $0 proceeds, reflecting non-cash settlement or immediate vest/forfeit mechanics.

Key Details

Transaction date: 2026-02-09.
Surrendered/disposed shares: 3,444 @ $272.15 (= $937,285) and 3,906 @ $272.15 (= $1,063,018); total value ≈ $2,000,303.
Awards/exercises reported: multiple derivative/exercise and grant entries (e.g., 8,088 shares conversion; RSU grants of 910 and 6,927; other exercise/settlement items).
Footnotes: awards were under the issuer’s LTIP; RSUs vest in 1/3 increments and accrue dividend-equivalent RSUs (one award added ~11 shares via dividend reinvestment); performance shares vested immediately per committee determination.
Shares owned following the transactions: not specified in the provided filing.
Filing timeliness: no late filing flag indicated in the provided data.

Context

This looks like routine vesting/conversion of equity awards with shares surrendered to the company to satisfy tax withholding and exercise/payment obligations (a common, non-speculative administrative action). Several derivative entries with $0 proceeds reflect awards that vested or were settled without cash proceeds to Bauer (e.g., immediate vesting or net settlement mechanics).

Form 4

Period: 2026-02-09

SVP & Controller

Transactions

Exercise/Conversion
Common Stock
[F1]
2026-02-09+8,088→ 13,075 total
Tax Payment
Common Stock
2026-02-09$272.15/sh−3,444$937,285→ 9,631 total
Disposition to Issuer
Common Stock
2026-02-09$272.15/sh−3,906$1,063,018→ 5,725 total
Exercise/Conversion
Restricted Stock Units
[F2][F3]
2026-02-09−1,161→ 781 total
→ Common Stock (1,161 underlying)
Award
Restricted Stock Units
[F2]
2026-02-09+910→ 1,691 total
→ Common Stock (910 underlying)
Award
2023-2025 Performance Shares
[F4]
2026-02-09+6,927→ 6,927 total
→ Common Stock (6,927 underlying)
Exercise/Conversion
2023-2025 Performance Shares
[F4]
2026-02-09−6,927→ 0 total
→ Common Stock (6,927 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 11 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.

Signature

/s/ Brian Buck, Attorney-in-Fact for Matthew Bauer|2026-02-11

1 file