Koehler Michael 4

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.