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Earnings release · 8-K exhibit

Constellation Energy · Earnings release

CEG · Utilities

Filed 2026-02-24 · CY2026 Q1 · Company’s FY2025 Q4 · 4,965 words

Read the original on sec.gov ↗

EX-99.12ceg-20260224991.htmEX-99.1 Document

Exhibit 99.1

News Release

Contact:

Linsey Wisniewski

Corporate Communications

667-218-7700

Tim Flottemesch

Investor Relations

833-447-2783

CONSTELLATION REPORTS FOURTH QUARTER AND FULL YEAR 2025 RESULTS

Earnings Release Highlights

•GAAP Net Income of $1.38 per share and Adjusted (non-GAAP) Operating Earnings of $2.30 per share for the fourth quarter of 2025. GAAP Net Income of $7.40 per share and Adjusted (non-GAAP) Operating Earnings of $9.39 per share for the full year 2025

•Completed acquisition of Calpine Corporation, a combination that brings together premier nuclear, natural gas, and geothermal fleets with a leading commercial platform

•Announced agreement to support new data center facility at Freestone Energy Center in Texas

•Secured NRC approval of extended operating licenses for our Clinton and Dresden nuclear stations

•DOE approved a $1 billion loan guarantee to advance the Crane Clean Energy Center restart

•Increased the annual per share dividend by 10%, and expect to grow the dividend per share by another 10% in 2026

◦Declared a quarterly dividend of $0.4265 per share on our common stock, payable on March 20, 2026, to shareholders of record as of 5 p.m. Eastern time on March 9, 2026

•Named to the World’s Most Admired Companies list by Fortune for the second consecutive year, ranking 5th in the electric and gas utilities category

•2026 guidance will be discussed during our upcoming Business and Earnings Outlook call scheduled for Tuesday, March 31, 2026. The conference call time has been updated to 8 a.m. Eastern time

Baltimore (Feb. 24, 2026) — Constellation Energy Corporation (Nasdaq: CEG) today reported its financial results for the fourth quarter and full year 2025.

“Constellation enters 2026 well positioned to meet the nation’s growing demand for reliable, clean electricity. This past year, we welcomed Calpine to our company – expanding our generation portfolio, strengthening our commercial platform and enhancing our ability to serve customers nationwide,” said Joe Dominguez, president and CEO of Constellation. “With the nation’s largest nuclear fleet at the core of our strategy, we’re pairing the grid’s most reliable power with flexible resources to meet accelerating demand driven by electrification and the data economy. Our long-term agreements with Microsoft, Meta and most recently CyrusOne demonstrate how we’re putting that expanded portfolio to work while maintaining reliability for customers and keeping costs stable. And none of this happens without our people, who deliver outstanding performance every day. We’re at a pivotal moment for American competitiveness, and Constellation is ready to meet it.”

“For the fourth consecutive year, Constellation delivered full-year earnings that exceeded the midpoint of our guidance range, reflecting strong commercial execution and industry-leading performance from our nuclear fleet,” said Shane Smith, executive vice president and chief financial officer. “After closing the Calpine transaction, we enter 2026 with the financial strength and flexibility to continue investing in growth and extending the life of our portfolio while delivering long-term value for shareholders. We look forward to sharing our financial outlook and strategy for 2026 and beyond with you on our March 31st conference call.”

Fourth Quarter 2025

Our GAAP Net Income (Loss) for the fourth quarter of 2025 decreased to $1.38 per share from $2.71 per share in the fourth quarter of 2024. Adjusted (non-GAAP) Operating Earnings for the fourth quarter of 2025 decreased to $2.30 per share from $2.44 per share in the fourth quarter of 2024. For the reconciliations of GAAP Net Income to Adjusted (non-GAAP) Operating Earnings, refer to the GAAP/Adjusted (non-GAAP) Operating Earnings Reconciliation section below.

Adjusted (non-GAAP) Operating Earnings in the fourth quarter of 2025 primarily reflects:

•Unfavorable nuclear PTC portfolio results partially offset by favorable market and portfolio conditions

Full Year 2025

Our GAAP Net Income for 2025 decreased to $7.40 per share compared to $11.89 per share in 2024. Adjusted (non-GAAP) Operating Earnings for 2025 increased to $9.39 per share from $8.67 per share in 2024. For the reconciliations of GAAP Net Income to Adjusted (non-GAAP) Operating Earnings, refer to the GAAP/Adjusted (non-GAAP) Operating Earnings Reconciliation section below.

Adjusted (non-GAAP) Operating Earnings for the full year 2025 primarily reflects:

•Favorable market and portfolio conditions, higher IL banked ZEC Revenues, and favorable nuclear outages, partially offset by unfavorable nuclear PTC portfolio results

Recent Developments and Highlights

•Calpine acquisition: On January 7, 2026, we completed our acquisition of Calpine Corporation, creating the nation's largest producer of electricity. Serving millions of customers each day, the combined organization will deliver reliable, clean power that keeps America moving forward. By uniting our zero-emission nuclear fleet with Calpine's industry-leading natural gas and geothermal generation, we are building the foundation for America's next great era of innovation – powering the data centers, advanced manufacturing facilities and critical infrastructure that are expected to play an important role in the AI age and the nation's economic leadership.

•Freestone Energy Center to support new data center: Our subsidiary Calpine LLC signed a new 380-megawatt (MW) agreement with Dallas-based CyrusOne, a leading global data center developer and operator, to connect and serve a new data center adjacent to the Freestone Energy Center, in Freestone County, Texas. The agreement provides CyrusOne with access to power, grid connectivity and site infrastructure needed to support development of the new facility, while ensuring electricity continues to flow to the regional grid and ensuring reliability for all customers and communities. Calpine has also entered into an exclusive agreement to provide power, grid connectivity and site infrastructure for Phase 2, which will be an additional 380 MW. These agreements are in addition to the 400 MW agreements announced in the second half of last year between Calpine and CyrusOne for the Thad Hill Energy Center in Bosque County, Texas.

•Clinton and Dresden license renewal: The Nuclear Regulatory Commission (NRC) has approved a 20-year initial license renewal for our Clinton Clean Energy Center and a 20-year subsequent license renewal for our Dresden Clean Energy Center, following a rigorous review of maintenance activities, plant equipment and safety systems at the two Illinois facilities. The approvals allow Clinton to operate through 2047 and the Dresden reactors to operate through 2049 and 2051. We are the nation’s largest operator of clean, reliable nuclear power, and we are investing more than $370 million to relicense the plants, installing state-of-the-art upgrades to increase efficiency and ensure safety and reliability for decades to come.

•Crane DOE loan: In November 2025, the Department of Energy (DOE) Office of Energy Dominance Financing issued a guarantee for up to $1 billion for an unsecured loan from the Federal Financing Bank to support the financing of the restart of the Crane Clean Energy Center. The loan will mature in October 2055. Interest rates on the loan will be fixed upon each advance at a spread of 37.5 basis points above U.S. Treasuries of comparable maturity. Cash from operations will fund the remaining capital expenditures. The restart is supported by a 20-year Power Purchase Agreement (PPA) with Microsoft to purchase the output generated from the renewed plant. The restart of the plant and delivery of electricity under the PPA is subject to certain regulatory approvals, including the NRC comprehensive safety and environmental review, as well as permits from relevant state and local agencies.

•Dividend Declaration: Our Board of Directors has declared a quarterly dividend of $0.4265 per share on our common stock. The dividend is payable on Friday, March 20, 2026, to shareholders of record as of 5 p.m. Eastern time on Monday, March 9, 2026.

•Nuclear Operations: Our nuclear fleet, including our owned output from the Salem and South Texas Project (STP) Generating Stations, produced 45,459 gigawatt-hours (GWhs) in the fourth quarter of 2025, compared with 45,494 GWhs in the fourth quarter of 2024. Excluding Salem and

STP, our nuclear plants at ownership achieved a capacity factor of 93.1% and 94.8% for the fourth quarter of 2025 and 2024, respectively, and 94.7% and 94.6% for the twelve months ended December 31, 2025 and 2024, respectively. There were 63 planned refueling outage days in the fourth quarter of 2025 and 66 in the fourth quarter of 2024. There were 30 non-refueling outage days in the fourth quarter of 2025 and three in the fourth quarter of 2024.

•Natural Gas, Oil, and Renewables Operations: The dispatch match rate for our gas and pumped storage hydro fleet was 99.4% and 93.2% in the fourth quarter of 2025 and 2024, respectively, and 97.9% and 97.4% for the twelve months ended December 31, 2025 and 2024, respectively. Energy capture for the wind, solar and run-of-river hydro fleet was 97.2% and 95.7% in the fourth quarter of 2025 and 2024, respectively, and 96.6% and 96.1% for the twelve months ended December 31, 2025 and 2024, respectively.

GAAP/Adjusted (non-GAAP) Operating Earnings Reconciliation

The table below provides a reconciliation of GAAP Net Income to Adjusted (non-GAAP) Operating Earnings. Adjusted (non-GAAP) Operating Earnings is not a standardized financial measure and may not be comparable to other companies’ presentations of similarly titled measures.

Unless otherwise noted, the income tax impact of each reconciling adjustment between GAAP Net Income (Loss) Attributable to Common Shareholders and Adjusted (non-GAAP) Operating Earnings is based on the marginal statutory federal and state income tax rates, taking into account whether the income or expense item is taxable or deductible, respectively, in whole or in part, which may result in an effective tax rate that differs from the marginal rate. The marginal statutory income tax rate was 25.6% and 25.5% for the three and twelve months ended December 31, 2025 and 2024, respectively. The following table provides a reconciliation between GAAP Net Income (Loss) Attributable to Common Shareholders and Adjusted (non-GAAP) Operating Earnings for the three and twelve months ended December 31, 2025 compared to the same period in 2024.

Three Months Ended December 31,

2025

2024

(In millions, except per share data)

Earnings Per Share(a)

Earnings Per Share(a)

GAAP Net Income (Loss) Attributable to Common Shareholders

$

432

$

1.38

$

852

$

2.71

Unrealized (Gain) Loss on Fair Value Adjustments (net of taxes $80 and $82, respectively)(b)

231

0.74

(241)

(0.77)

Plant Retirements and Divestitures (net of taxes $1 and $14, respectively)

2

0.01

(40)

(0.13)

Decommissioning-Related Activities (net of taxes $109 and $99, respectively)(c)

(13)

(0.04)

177

0.56

Pension & OPEB Non-Service (Credits) Costs (net of taxes $4 and $1, respectively)

11

0.04

4

0.01

Acquisition-Related Costs (net of taxes ($13) and $2, respectively)(d)

47

0.15

6

0.02

Change in Environmental Liabilities (net of taxes $1 and $2, respectively)

3

0.01

5

0.02

ERP System Implementation Costs (net of taxes $— and $—, respectively)

—

—

1

—

Income Tax-Related Adjustments(e)

9

0.03

3

0.01

Noncontrolling Interests(f)

(3)

(0.01)

(2)

(0.01)

Adjusted (non-GAAP) Operating Earnings

$

719

$

2.30

$

765

$

2.44

Twelve Months Ended December 31,

2025

2024

(In millions, except per share data)

Earnings Per Share(a)

Earnings Per Share(a)

GAAP Net Income (Loss) Attributable to Common Shareholders

$

2,319

$

7.40

$

3,749

$

11.89

Unrealized (Gain) Loss on Fair Value Adjustments (net of taxes $243 and $346, respectively)(b)

709

2.26

(1,026)

(3.25)

Plant Retirements and Divestitures (net of taxes $5 and $9, respectively)

15

0.05

28

0.09

Decommissioning-Related Activities (net of taxes $535 and $244, respectively)(c)

(254)

(0.81)

(50)

(0.16)

Pension & OPEB Non-Service (Credits) Costs (net of taxes $13 and $2, respectively)

38

0.12

5

0.02

Acquisition-Related Costs (net of taxes $4 and $2, respectively)(d)

97

0.31

6

0.02

Change in Environmental Liabilities (net of taxes $2 and $22, respectively)

5

0.02

65

0.21

Separation Costs (net of taxes $— and $3, respectively)

—

—

9

0.03

ERP System Implementation Costs (net of taxes $— and $3, respectively)

—

—

8

0.02

Income Tax-Related Adjustments(e)

22

0.07

(52)

(0.17)

Noncontrolling Interests(f)

(7)

(0.02)

(7)

(0.02)

Adjusted (non-GAAP) Operating Earnings

$

2,944

$

9.39

$

2,735

$

8.67

__________

(a)Amounts may not sum due to rounding. Earnings per share amount is based on average diluted common shares outstanding of 313 million and 314 million for the three months ended December 31, 2025 and 2024, respectively and 314 million and 315 million for the twelve months ended December 31, 2025 and 2024, respectively.

(b)Includes unrealized gains and losses on economic hedges, interest rate swaps, and fair value adjustments related to gas imbalances and equity investments.

(c)Reflects all gains and losses associated with Nuclear Decommissioning Trusts (NDTs), Asset Retirement Obligation (ARO) accretion, Asset Retirement Cost (ARC) depreciation, ARO remeasurement, and impacts of contractual offset for Regulatory Agreement Units. The tax effects of Regulatory Agreement Units result in a 100% effective tax rate under contractual offset accounting. Additionally, the tax effects of NDT investment returns result in different effective tax rates depending on whether the underlying funds are held within qualified or non-qualified trusts.

(d)Reflects acquisition-related costs associated with the Calpine merger. The majority of these expenses are not tax deductible.

(e)Adjustment to deferred income taxes due to changes in forecasted apportionment.

(f)Represents elimination of the noncontrolling interest portion of certain adjustments included above.

About Constellation

Constellation Energy Corporation (Nasdaq: CEG), a Fortune 200 company headquartered in Baltimore, is the largest private-sector power producer in the world and the nation’s largest producer of clean and reliable energy. With 55 gigawatts of capacity from nuclear, natural gas, geothermal, hydro, wind and solar facilities, our fleet has the generating capacity to power the equivalent of 27 million homes, providing about 10% of the nation’s clean energy and delivering the around-the-clock reliability needed to power America’s growing economy. We are also the largest nuclear energy company in the U.S. and a leading competitive retail supplier, serving approximately 2.5 million customer accounts nationwide, including three-fourths of the Fortune 100. We are committed to investing in innovation and new technologies to drive the transition to a reliable, sustainable and secure energy future. Follow Constellation on LinkedIn and X.

Non-GAAP Financial Measures

We utilize Adjusted (non-GAAP) Operating Earnings (and/or its per share equivalent) in our internal analysis, and in communications with investors and analysts, as a consistent measure for comparing our financial performance and discussing the factors and trends affecting our business. The presentation of Adjusted (non-GAAP) Operating Earnings is intended to complement and should not be considered an alternative to, nor more useful than, the presentation of GAAP Net Income (Loss).

The tables above provide a reconciliation of GAAP Net Income (Loss) to Adjusted (non-GAAP) Operating Earnings. Adjusted (non-GAAP) Operating Earnings is not a standardized financial measure and may not be comparable to other companies’ presentations of similarly titled measures.

Due to the forward-looking nature of our Adjusted (non-GAAP) Operating Earnings guidance, we are unable to reconcile this non-GAAP financial measure to GAAP Net Income (Loss) given the inherent uncertainty required in projecting gains and losses associated with the various fair value adjustments required by GAAP. These adjustments include future changes in fair value impacting the derivative instruments utilized in our current business operations, as well as the debt and equity securities held within our nuclear decommissioning trusts, which may have a material impact on our future GAAP results.

Cautionary Statements Regarding Forward-Looking Information

This press release contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that are subject to risks and uncertainties. Words such as “could,” “may,” “expects,” “anticipates,” “will,” “targets,” “goals,” “projects,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “predicts,” and variations on such words, and similar expressions that reflect our current views with respect to future events and operational, economic, and financial performance, are intended to identify such forward-looking statements. These forward-looking statements include, but are not limited to, statements regarding the acquisition of Calpine Corporation, the pro forma combined company and its operations, strategies and plans, enhancements to investment-grade credit profile, synergies, opportunities and anticipated future performance and capital structure, and expected accretion to earnings per share and free cash flow. Information adjusted for the acquisition should not be considered a forecast of future results.

Forward-looking statements are based on current expectations, estimates and assumptions that involve a number of risks and uncertainties that could cause actual results to differ materially from those projected. The factors that could cause actual results to differ materially from the forward-looking statements made by Constellation Energy Corporation and Constellation Energy Generation, LLC, (the Registrants) include those factors discussed herein, as well as the items discussed in (1) the Registrants' 2025 Annual Report on Form 10-K (to be filed on February 24, 2026) in (a) Part I, ITEM 1A. Risk Factors, (b) Part II, ITEM 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations, and (c) Part II, ITEM 8. Financial Statements and Supplementary Data: Note 18, Commitments and Contingencies, and (2) other factors discussed in filings with the SEC by the Registrants.

Investors are cautioned not to place undue reliance on these forward-looking statements, whether written or oral, which apply only as of the date of this press release. Neither Registrant undertakes any obligation to publicly release any revision to its forward-looking statements to reflect events or circumstances after the date of this press release.

1

Table of Contents

Earnings Release Attachments

Table of Contents

Consolidated Statements of Operations

1

Consolidated Balance Sheets

2

Consolidated Statements of Cash Flows

3

GAAP Consolidated Statements of Operations and Adjusted (non-GAAP) Operating Earnings Reconciling Adjustments

4

Statistics

6

Table of Contents

Constellation Energy Corporation and Subsidiary Companies

Consolidated Statements of Operations

(unaudited)

(in millions)

Three Months Ended December 31, 2025

Twelve Months Ended December 31, 2025

Operating revenues

$

6,074

$

25,533

Operating expenses

Purchased power and fuel

3,598

14,681

Operating and maintenance

1,486

6,159

Depreciation and amortization

242

985

Taxes other than income taxes

150

622

Total operating expenses

5,476

22,447

Operating income (loss)

598

3,086

Other income and (deductions)

Interest expense, net

(113)

(511)

Other, net

207

936

Total other income and (deductions)

94

425

Income (loss) before income taxes

692

3,511

Income tax (benefit) expense

259

1,187

Equity in income (losses) of unconsolidated affiliates

(1)

(1)

Net income (loss)

432

2,323

Net income (loss) attributable to noncontrolling interests

—

4

Net income (loss) attributable to common shareholders

$

432

$

2,319

Three Months Ended December 31, 2024

Twelve Months Ended December 31, 2024

Operating revenues

$

5,382

$

23,568

Operating expenses

Purchased power and fuel

2,591

11,419

Operating and maintenance

1,493

6,159

Depreciation and amortization

255

1,123

Taxes other than income taxes

140

586

Total operating expenses

4,479

19,287

Gain (loss) on sales of assets and businesses

69

71

Operating income (loss)

972

4,352

Other income and (deductions)

Interest expense, net

(90)

(506)

Other, net

(23)

670

Total other income and (deductions)

(113)

164

Income (loss) before income taxes

859

4,516

Income tax (benefit) expense

6

774

Equity in income (losses) of unconsolidated affiliates

(3)

(4)

Net income (loss)

850

3,738

Net income (loss) attributable to noncontrolling interests

(2)

(11)

Net income (loss) attributable to common shareholders

$

852

$

3,749

Change in Net income (loss) attributable to common shareholders from 2024 to 2025

$

(420)

$

(1,430)

1

Table of Contents

Constellation Energy Corporation and Subsidiary Companies

Consolidated Balance Sheets

(unaudited)

(in millions)

December 31, 2025

December 31, 2024

Assets

Current assets

Cash and cash equivalents

$

3,641

$

3,022

Restricted cash and cash equivalents

107

107

Accounts receivable, net

4,266

3,718

Derivative assets

945

843

Inventories, net

1,736

1,600

Renewable energy credits

789

797

Other

635

689

Total current assets

12,119

10,776

Property, plant, and equipment, net

22,474

21,235

Deferred debits and other assets

Nuclear decommissioning trust funds

19,336

17,305

Goodwill

420

420

Derivative assets

450

372

Other

2,450

2,818

Total deferred debits and other assets

22,656

20,915

Total assets

$

57,249

$

52,926

Liabilities and shareholders’ equity

Current liabilities

Short-term borrowings

$

1,650

$

—

Long-term debt due within one year

92

1,028

Accounts payable and accrued expenses

4,294

3,943

Derivative liabilities

467

467

Renewable energy credit obligation

1,075

1,076

Other

366

332

Total current liabilities

7,944

6,846

Long-term debt

7,250

7,384

Deferred credits and other liabilities

Deferred income taxes and unamortized ITCs

3,544

3,331

Asset retirement obligations

13,193

12,449

Pension and non-pension postretirement benefit obligations

1,977

1,875

Payables related to Regulatory Agreement Units

5,334

4,518

Derivative liabilities

414

399

Other

2,740

2,585

Total deferred credits and other liabilities

27,202

25,157

Total liabilities

42,396

39,387

Commitments and contingencies

Shareholders' equity

Common stock

11,043

11,402

Retained earnings (deficit)

5,899

4,066

Accumulated other comprehensive income (loss), net

(2,425)

(2,302)

Total shareholders’ equity

14,517

13,166

Noncontrolling interests

336

373

Total equity

14,853

13,539

Total liabilities and shareholders’ equity

$

57,249

$

52,926

2

Table of Contents

Constellation Energy Corporation and Subsidiary Companies

Consolidated Statements of Cash Flows

(unaudited)

(in millions)

Twelve Months Ended December 31,

2025

2024

Cash flows from operating activities

Net income (loss)

$

2,323

$

3,738

Adjustments to reconcile net income (loss) to net cash flows provided by (used in) operating activities

Depreciation, amortization, and accretion, including nuclear fuel and energy contract amortization

2,601

2,700

Deferred income taxes and amortization of ITCs

273

222

Net fair value changes related to derivatives

645

(1,297)

Net realized and unrealized (gains) losses on NDT funds

(708)

(311)

Net realized and unrealized (gains) losses on equity investments

279

(11)

Other non-cash operating activities

(223)

(172)

Changes in assets and liabilities:

Accounts receivable

(363)

688

Inventories

(134)

(99)

Accounts payable and accrued expenses

316

1,121

Option premiums received (paid), net

38

216

Collateral received (posted), net

(773)

1,803

Income taxes

625

296

Pension and non-pension postretirement benefit contributions

(211)

(184)

Other assets and liabilities

(451)

(11,174)

Net cash flows provided by (used in) operating activities

4,237

(2,464)

Cash flows from investing activities

Capital expenditures

(2,949)

(2,565)

Proceeds from NDT fund sales

6,946

6,005

Investment in NDT funds

(7,284)

(6,282)

Collection of DPP, net

—

10,217

Acquisitions of assets and businesses

(14)

(32)

Other investing activities

103

85

Net cash flows provided by (used in) investing activities

(3,198)

7,428

Cash flows from financing activities

Change in short-term borrowings

—

(1,105)

Proceeds from short-term borrowings with maturities greater than 90 days

1,650

200

Repayments of short-term borrowings with maturities greater than 90 days

—

(739)

Issuance of long-term debt

—

920

Retirement of long-term debt

(1,076)

(121)

Dividends paid on common stock

(486)

(444)

Repurchases of common stock

(400)

(999)

Other financing activities

(108)

(1)

Net cash flows provided by (used in) financing activities

(420)

(2,289)

Increase (decrease) in cash, restricted cash, and cash equivalents

619

2,675

Cash, restricted cash, and cash equivalents at beginning of period

3,129

454

Cash, restricted cash, and cash equivalents at end of period

$

3,748

$

3,129

3

Table of Contents

Constellation Energy Corporation

GAAP Consolidated Statements of Operations and

Adjusted (non-GAAP) Operating Earnings Reconciling Adjustments

(unaudited)

(in millions, except per share data)

Three Months Ended December 31, 2025

Three Months Ended December 31, 2024

GAAP (a)

Non-GAAP Adjustments

GAAP (a)

Non-GAAP Adjustments

Operating revenues

$

6,074

$

437

(b),(c)

$

5,382

$

453

(b),(c)

Operating expenses

Purchased power and fuel

3,598

161

(b)

2,591

609

(b)

Operating and maintenance

1,486

(105)

(c),(f),(h),(i)

1,493

(78)

(c),(e),(f),(h),(i)

Depreciation and amortization

242

(24)

(c)

255

(38)

(c),(f)

Taxes other than income taxes

150

—

140

—

Total operating expenses

5,476

4,479

Gain (loss) on sales of assets and businesses

—

—

69

(69)

(f)

Operating income (loss)

598

972

Other income and (deductions)

Interest expense, net

(113)

(17)

(b)

(90)

(36)

(b)

Other, net

207

(144)

(b),(c),(d)

(23)

66

(b),(c),(d)

Total other income and (deductions)

94

(113)

Income (loss) before income taxes

692

859

Income tax (benefit) expense

259

(46)

(b),(c),(d),(f),(h),(i),(j)

6

6

(b),(c),(d),(f),(h),(i),(j)

Equity in income (losses) of unconsolidated affiliates

(1)

—

(3)

—

Net income (loss)

432

850

Net income (loss) attributable to noncontrolling interests

—

3

(g)

(2)

2

(g)

Net income (loss) attributable to common shareholders

$

432

$

852

Effective tax rate

37.4

%

0.7

%

Earnings per average common share

Basic

$

1.38

$

2.72

Diluted

$

1.38

$

2.71

Average common shares outstanding

Basic

313

314

Diluted

313

314

__________

(a)Results reported in accordance with GAAP.

(b)Adjustment for unrealized gains and losses on economic hedges, interest rate swaps, and fair value adjustments related to gas imbalances and equity investments.

(c)Adjustment for all gains and losses associated with Nuclear Decommissioning Trusts (NDT), Asset Retirement Obligation (ARO) accretion, Asset Retirement Cost (ARC) Depreciation, ARO remeasurement, and any earnings neutral impacts of contractual offset for Regulatory Agreement Units.

(d)Adjustment for Pension and Other Postretirement Employee Benefits (OPEB) Non-Service credits.

(e)In 2024, adjustment for costs related to a multi-year Enterprise Resource Program (ERP) system implemented in the first quarter of 2024.

(f)Adjustments related to plant retirements and divestitures.

(g)Adjustment for elimination of the noncontrolling interest portion of certain adjustments included above.

(h)Adjustment for changes in environmental liabilities.

(i)Reflects acquisition-related costs associated with the Calpine merger.

(j)Adjustment to deferred income taxes due to changes in forecasted apportionment.

4

Table of Contents

Constellation Energy Corporation

GAAP Consolidated Statements of Operations and

Adjusted (non-GAAP) Operating Earnings Reconciling Adjustments

(unaudited)

(in millions, except per share data)

Twelve Months Ended December 31, 2025

Twelve Months Ended December 31, 2024

GAAP (a)

Non-GAAP Adjustments

GAAP (a)

Non-GAAP Adjustments

Operating revenues

$

25,533

$

776

(b),(c)

$

23,568

$

(321)

(b),(c)

Operating expenses

Purchased power and fuel

14,681

156

(b)

11,419

1,018

(b)

Operating and maintenance

6,159

(359)

(c),(g),(i),(j),

6,159

(292)

(c),(d),(f),(g),(i),(j),

Depreciation and amortization

985

(116)

(c),(g)

1,123

(212)

(c),(g)

Taxes other than income taxes

622

—

586

—

Total operating expenses

22,447

19,287

Gain (loss) on sales of assets and businesses

—

—

71

(71)

(g)

Operating income (loss)

3,086

4,352

Other income and (deductions)

Interest expense, net

(511)

22

(b)

(506)

(19)

(b)

Other, net

936

(775)

(b),(c),(e)

670

(580)

(b),(c),(e)

Total other income and (deductions)

425

164

Income (loss) before income taxes

3,511

4,516

Income tax (benefit) expense

1,187

(290)

(b),(c),(e),(g),(i),(j),(k)

774

(498)

(b),(c),(d),(e),(f),(g),(i),(j),(k)

Equity in income (losses) of unconsolidated affiliates

(1)

—

(4)

—

Net income (loss)

2,323

3,738

Net income (loss) attributable to noncontrolling interests

4

7

(h)

(11)

7

(h)

Net income (loss) attributable to common shareholders

$

2,319

$

3,749

Effective tax rate

33.8

%

17.1

%

Earnings per average common share

Basic

$

7.40

$

11.91

Diluted

$

7.40

$

11.89

Average common shares outstanding

Basic

313

315

Diluted

314

315

__________

(a)Results reported in accordance with GAAP.

(b)Adjustment for unrealized gains and losses on economic hedges, interest rate swaps, and fair value adjustments related to gas imbalances and equity investments.

(c)Adjustment for all gains and losses associated with NDTs, ARO accretion, ARC Depreciation, ARO remeasurement, and any earnings neutral impacts of contractual offset for Regulatory Agreement Units.

(d)In 2024, adjustment for certain incremental costs related to the separation (system-related costs, third-party costs paid to advisors, consultants, lawyers, and other experts assisting in the separation), including a portion of the amounts billed to us pursuant to the transition services agreement (TSA).

(e)Adjustment for Pension and OPEB Non-Service credits.

(f)In 2024, adjustment for costs related to a multi-year ERP system implemented in the first quarter of 2024.

(g)Adjustment related to plant retirements and divestitures.

(h)Adjustment for elimination of the noncontrolling interest portion of certain adjustments included above.

(i)Adjustment for changes in environmental liabilities.

(j)Reflects acquisition-related costs associated with the Calpine merger.

(k)Adjustment to deferred income taxes due to changes in forecasted apportionment.

5

Table of Contents

Statistics

Three Months Ended December 31,

Twelve Months Ended December 31,

(GWhs)

2025

2024

2025

2024

Nuclear Generation(a)

Mid-Atlantic

13,809

13,059

52,914

52,898

Midwest

22,867

23,940

93,866

95,321

New York

6,753

6,477

26,339

25,134

ERCOT

2,030

2,018

9,571

8,358

Total Nuclear Generation

45,459

45,494

182,690

181,711

Natural Gas, Oil, and Renewables(a)

Mid-Atlantic

283

328

1,966

2,137

Midwest

336

342

1,121

1,116

ERCOT

2,317

2,888

12,933

14,778

Other Power Regions

1,678

1,676

6,234

8,692

Total Natural Gas, Oil, and Renewables

4,614

5,234

22,254

26,723

Purchased Power

Mid-Atlantic

3,180

3,022

17,140

15,729

Midwest

412

289

1,777

928

ERCOT

818

753

3,028

3,249

Other Power Regions

9,759

10,223

42,054

41,077

Total Purchased Power

14,169

14,287

63,999

60,983

Total Supply/Sales by Region

Mid-Atlantic

17,272

16,409

72,020

70,764

Midwest

23,615

24,571

96,764

97,365

New York

6,753

6,477

26,339

25,134

ERCOT

5,165

5,659

25,532

26,385

Other Power Regions

11,437

11,899

48,288

49,769

Total Supply/Sales

64,242

65,015

268,943

269,417

Three Months Ended December 31,

Twelve Months Ended December 31,

2025

2024

2025

2024

Outage Days(b)

Refueling

63

66

215

230

Non-refueling

30

3

57

36

Total Outage Days

93

69

272

266

__________

(a)Includes the proportionate share of output where we have an undivided ownership interest in jointly-owned generating plants.

(b)Outage days exclude Salem and STP.

6

Table of Contents

Three Months Ended December 31,

Twelve Months Ended December 31,

Electricity Reference Prices(a)

2025

2024

2025

2024

Location (Region)

PJM West (Mid-Atlantic)

$

57.87

$

34.73

$

50.19

$

33.74

ComEd (Midwest)

37.37

24.60

36.62

25.50

Central (New York)

63.00

41.07

56.31

34.12

North (ERCOT)

32.55

24.64

32.94

26.97

Southeast Massachusetts (Other)(b)

78.74

54.79

68.56

41.70

Three Months Ended December 31,

Twelve Months Ended December 31,

Capacity Reference Prices

2025

2024

2025

2024

Location (Region)

Eastern Mid-Atlantic Area Council (Mid-Atlantic)

$

269.92

$

53.60

$

179.79

$

51.89

ComEd (Midwest)

269.92

28.92

169.50

31.09

Rest of State (New York)

125.67

87.44

134.56

106.44

Southeast New England (Other)

87.97

949.57

446.97

581.69

Three Months Ended December 31,

Twelve Months Ended December 31,

ZEC Reference Prices(a)

2025

2024

2025

2024

State (Region)

New Jersey (Mid-Atlantic)(c)(d)

$

—

$

10.00

$

10.00

$

9.98

Illinois (Midwest)

1.17

9.38

4.59

5.60

New York (New York)(c)

14.76

18.27

15.64

18.27

__________

(a)Reference prices may not necessarily reflect prices we ultimately realize.

(b)Reflects New England, which comprises the majority of the activity in the Other region.

(c)The NY and NJ state-sponsored programs providing compensation for the emissions-free attributes of generation from certain of our nuclear units include contractual provisions that require us to refund that compensation up to the amount of the nuclear PTC received.

(d)The New Jersey ZEC program concluded in May 2025.

7

Mentions · how they’re counted

CategoryUnderlinedWord counterModel’s count
AI

AI, artificial intelligence, generative AI, machine learning, large language model, LLM

1——
Layoffs

layoffs, RIF, headcount reduction, workforce optimization, restructuring

0——
Recession

recession, downturn, contraction, slowdown

0——
Tariffs

tariff, trade war, trade barriers, trade restrictions, trade policy

0——
Buybacks

share repurchase, buyback program

0——

Underlines use the same word lists the scores use. AI, recession and tariffs follow Palanor’s word counter, so those counts match it exactly on the same text. Layoffs and buybacks use the terms the model was given. The model’s count is an estimate by meaning, not by string, so it can differ from the underlines.

Source: SEC EDGAR · public domain · Highlights by Palanor