Constellation Energy Corp 8-K

What Happened
Constellation Energy Corp (CEG Parent) announced it completed the previously disclosed merger transactions to acquire Calpine, effective January 7, 2026. As consideration, Calpine holders received 50,000,000 newly issued CEG Parent shares and $4.50 billion in cash (less Company Expenses); former Calpine stockholders hold about 13.8% of CEG Parent post‑closing. CEG Parent also entered a Registration Rights Agreement (Jan 7, 2026) granting certain former Calpine stockholders customary demand, piggy‑back and shelf registration rights and imposing a lock‑up with half of the shares releasable June 30, 2026 and the remainder June 30, 2027. Concurrent with closing, Constellation promoted Shane Smith to Executive Vice President and Chief Financial Officer (principal financial officer), replacing Daniel Eggers.

Key Details

• Merger consideration: 50,000,000 new CEG Parent shares + $4.50 billion cash (less Company Expenses); former Calpine holders now hold ~13.8% of CEG Parent.
• Registration Rights: CEG Parent must use reasonable best efforts to file an S‑3 registration statement on closing; lock‑up releases: 50% on June 30, 2026 and 50% on June 30, 2027.
• Calpine debt remains in place as Calpine became a wholly owned Constellation subsidiary, including:
  • $1,400M 5.125% Senior Notes due Mar 15, 2028;
  • $650M 4.625% Senior Notes due Feb 1, 2029;
  • $850M 5.000% Senior Notes due Feb 1, 2031;
  • $1,250M 4.500% Senior Secured Notes due Feb 15, 2028;
  • $900M 3.750% Senior Secured Notes due Mar 1, 2031.
• Term loans highlighted: CCFC Term Loan (first‑lien, maturity Jul 31, 2030; notional increased to $1.875B with repricings; spread currently SOFR + 1.75% after Nov 18, 2025 amendment) and GPC Term Loan facility ($1,771M facility; $1,415M outstanding; maturity May 31, 2029; interest = Term SOFR + varying spreads).

Why It Matters
Investors should note the combination materially changes Constellation’s size and capital structure: Calpine’s substantial outstanding notes and secured term loans remain on the consolidated balance, and former Calpine holders own a meaningful minority stake (~13.8%). The Registration Rights Agreement increases the likelihood of future resale filings for the shares issued to former Calpine holders, and the disclosed lock‑up release dates (mid‑2026 and mid‑2027) could affect share supply. The CFO transition names Shane Smith as principal financial officer, providing management continuity; his previously disclosed compensation structure remains in effect. All figures and dates are as disclosed in the Form 8‑K filed Jan 7, 2026.