Koehler Michael 4
4 · Constellation Energy Corp · Filed Mar 2, 2026
Research Summary
AI-generated summary of this filing
Constellation Energy (CEG) EVP Michael Koehler Exercises Options, Sells Shares
What Happened
- Michael Koehler, EVP & Chief Administrative Officer of Constellation Energy (CEG), exercised/converted equity and had RSUs/performance shares vest on Feb 9, 2026 and Mar 1, 2026. To cover tax withholding and payment of exercise price he surrendered/transferred a total of 29,782 shares, reported as disposals, with an aggregate reported value of $8,547,383.
- Key reported items include: 24,650 shares converted on Feb 9 and 19,405 shares converted on Mar 1 (total 44,055 converted), plus award/vesting entries totaling 29,278 RSU/performance-share units. Cash-value disposals: 9,202 shares @ $272.15 = $2,504,324 (Feb 9, tax withholding), 12,920 shares @ $272.15 = $3,516,178 (Feb 9, disposition to issuer), and 7,660 shares @ $329.88 = $2,526,881 (Mar 1, tax withholding).
- These actions are routine equity-plan transactions (exercises/conversions and withholding to satisfy tax and exercise obligations), not open-market purchases.
Key Details
- Transaction dates and prices:
- Feb 9, 2026: conversions/exercises and vesting; 9,202 shares withheld for taxes at $272.15 and 12,920 shares transferred to issuer at $272.15.
- Mar 1, 2026: conversions/exercises and RSU cliff vesting; 7,660 shares withheld for taxes at $329.88.
- Shares surrendered/ disposed (to cover taxes/exercise): 29,782 shares; reported gross value ≈ $8,547,383.
- Shares acquired/converted: reported conversion/exercise of 44,055 shares (Feb 9 & Mar 1) and awards/vestings totaling 29,278 RSUs/performance shares (recorded at $0 in the filing as equity awards).
- Footnotes of note:
- Awards arose under the issuer’s LTIP (RSUs and a performance share award). Some RSUs cliff-vested March 1, 2026 (F6); performance shares vested immediately on grant (F4).
- RSU awards accrue dividend equivalents that were automatically reinvested, adding ~30 shares (F3) and ~572 shares (F7) to certain awards.
- F-codes indicate shares were used to pay exercise price/tax liability (withholding), M indicates exercise/conversion, A indicates grant/award.
- Shares owned after the transactions: not specified in the filing.
- Timeliness: The filing was made on Mar 2, 2026 covering transactions as early as Feb 9, 2026; the Feb 9 entries were filed late relative to the usual two-business-day Form 4 deadline.
Context
- This appears to be a cashless/settlement-style exercise and vesting event: Koehler converted vested awards and then had shares withheld or surrendered to the issuer to cover taxes and payment obligations. Such withholding/surrenders are common and generally routine administrative transactions rather than open-market sales signaling a change in insider sentiment.
- For retail investors, outright purchases by insiders can be a stronger bullish signal than routine withholding or issuer-directed dispositions; these transactions mainly reflect compensation settlement and tax obligations.
Insider Transaction Report
Form 4
Koehler Michael
EVP & Chief Admin Officer
Transactions
- Exercise/Conversion
Common Stock
[F1]2026-02-09+24,650→ 63,667 total - Tax Payment
Common Stock
2026-02-09$272.15/sh−9,202$2,504,324→ 54,465 total - Disposition to Issuer
Common Stock
2026-02-09$272.15/sh−12,920$3,516,178→ 41,544 total - Exercise/Conversion
Common Stock
[F1]2026-03-01+19,405→ 60,949 total - Tax Payment
Common Stock
2026-03-01$329.88/sh−7,660$2,526,881→ 53,289 total - Exercise/Conversion
Restricted Stock Units
[F2][F3]2026-02-09−3,376→ 2,128 total→ Common Stock (3,376 underlying) - Award
Restricted Stock Units
[F2]2026-02-09+1,941→ 4,069 total→ Common Stock (1,941 underlying) - Award
2023-2025 Performance Shares
[F4]2026-02-09+21,274→ 21,274 total→ Common Stock (21,274 underlying) - Exercise/Conversion
2023-2025 Performance Shares
[F4]2026-02-09−21,274→ 0 total→ Common Stock (21,274 underlying) - Award
Restricted Stock Units
[F5]2026-03-01+6,063→ 6,063 total→ Common Stock (6,063 underlying) - Exercise/Conversion
Restricted Stock Units
[F6][F7]2026-03-01−19,405→ 0 total→ Common Stock (19,405 underlying)
Footnotes (7)
- [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 30 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.
- [F5]RSUs cliff vest on March 1, 2029. 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.
- [F6]RSUs cliff vested on March 1, 2026. 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.
- [F7]The RSU award acquired approximately 572 additional shares through automatic dividend reinvestment.
Signature
/s/ Brian Buck, Attorney-in-Fact for Michael Koehler|2026-03-02