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Form 8-K · Current Report · Filed 2025-01-13

Constellation Energy to Acquire Calpine in Major Merger

On January 10, 2025, Constellation Energy Corporation announced a significant merger agreement with Calpine Corporation, valued at approximately $4.95 billion, which includes 50 million newly issued shares of Constellation common stock.

Filer
Constellation Energy Corporation CEG · NASDAQ
Filed
Accession
0001868275-25-000011
CIK
0001868275
Signal
High impactUtilities

Details

The transaction is expected to close in 2025, pending regulatory approvals and other customary closing conditions. Calpine stockholders will receive 13.78% of the outstanding Constellation common stock upon completion. The merger is set to make Calpine an indirect, wholly owned subsidiary of Constellation.

Items reported

Item 1.01

Entry into a Material Definitive Agreement

M&A Agreement Strategic Partnership
Item 3.02

Unregistered Sales of Equity Securities

Unregistered Stock Issuance
Item 9.01

Financial Statements and Exhibits

Exhibits Furnished

Market reaction

Close before filing

$305.19

Next session

-5.3%

Since filing

-13.9%

Latest close

$262.75

What happened, not what will happen — closing prices around the filing date.

Precedent

Previous filings from CEG reporting the same item, with the next session's move:

Exhibits (1)

About Constellation Energy Corporation

Constellation Energy Corporation is a prominent energy company specializing in electricity generation and distribution across various regions. As a major player in the utility sector, its primary function is to provide reliable and efficient energy solutions to both residential and commercial customers. Constellation Energy focuses on a balanced mix of energy sources, including natural gas, wind, and solar power, reflecting its commitment to sustainability and reducing carbon footprints. The company is instrumental in influencing the transition towards cleaner energy within the utility industry. By leveraging advanced technologies and a strategic positioning in key geographic areas, Constellation Energy Corporation plays a crucial role in supplying energy to millions of customers while supporting the infrastructure that underpins modern economies. Its extensive experience and robust operational framework contribute significantly to its market significance, reinforcing its status as a vital energy provider throughout North America.

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