Constellation Energy Corp 8-K

What Happened
Constellation Energy Corporation (Nasdaq: CEG) and its affiliate Constellation Energy Generation, LLC reported on Form 8-K (filed March 20, 2026) that they completed the previously announced merger with Calpine pursuant to the Agreement and Plan of Merger dated January 10, 2025. The transaction closed on January 7, 2026, Calpine was converted into Calpine LLC, and Calpine became an indirect, wholly owned subsidiary of Constellation. The filing includes Calpine’s audited historical financial statements and unaudited pro forma condensed combined financial statements reflecting the acquisition.

Key Details

• Closing date: 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.
• Financial filings: Exhibit 99.1 — audited consolidated financial statements of Calpine as of Dec 31, 2025 and 2024 and for years ended Dec 31, 2025–2023; Exhibit 99.2 — unaudited pro forma condensed combined financial statements of CEG Parent and Constellation for the year ended Dec 31, 2025.
• Filing signed by Shane P. Smith, Executive VP & CFO; auditor consents included as exhibits.

Why It Matters
This filing confirms the completion of a major acquisition that changes Constellation’s corporate structure and adds Calpine’s operations to the company. The audited Calpine financials and the pro forma combined statements give investors the primary documents needed to assess Calpine’s historical results and how the 2025 combined results would have looked. Investors should review Exhibits 99.1 and 99.2 in the 8-K to evaluate impacts on revenue, earnings, assets and leverage for the combined company.