Constellation Energy Corp 8-K/A

What Happened
Constellation Energy Corp (Nasdaq: CEG) filed an 8-K reporting that on January 7, 2026 it completed the previously announced merger with Calpine Corporation under the Merger Agreement dated January 10, 2025. As a result of the transaction, Calpine was converted into a limited liability company (Calpine LLC) and became an indirect, wholly owned subsidiary of Constellation. The company attached audited Calpine financial statements and unaudited pro forma combined financial statements to the filing.

Key Details

• Merger completed: January 7, 2026; Merger Agreement dated January 10, 2025.
• Corporate change: Calpine converted to Calpine LLC and is now an indirect, wholly owned subsidiary of Constellation.
• Exhibits filed: Exhibit 99.1 — audited consolidated financial statements of Calpine as of Dec 31, 2025 and 2024 and for years ended Dec 31, 2025, 2024 and 2023; Exhibit 99.2 — unaudited pro forma condensed combined financial statements of CEG Parent and Constellation for year ended Dec 31, 2025.
• Pro forma basis: the pro forma statements give effect to the acquisition and are derived from the historical financials of CEG Parent, Constellation and Calpine.

Why It Matters
This filing confirms the legal and financial closing of a material acquisition for Constellation. The attached audited Calpine statements and the pro forma combined financials are the primary sources investors should review to assess how the transaction affects Constellation’s reported results, balance sheet and future financial disclosure.