Pennsylvania1310 Point StreetBaltimoreMaryland21231(833)883-0162Pennsylvania200 Exelon WayKennett SquarePennsylvania19348-2473(833)883-0162☐00018682750001168165False00018682752023-12-142023-12-140001868275ceg:ConstellationEnergyGenerationLLCMember2023-12-142023-12-14

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
December 14, 2023
Date of Report (Date of earliest event reported)
Commission
File Number		Name of Registrant; State or Other Jurisdiction of Incorporation; Address of Principal Executive Offices; and Telephone NumberIRS Employer Identification Number
001-41137CONSTELLATION ENERGY CORPORATION87-1210716
(a Pennsylvania corporation)
1310 Point Street
Baltimore, Maryland 21231
(833) 883-0162
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
CONSTELLATION ENERGY CORPORATION:
Common Stock, without par value
CEG
The Nasdaq Stock Market LLC
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐



Section 8 – Other Events
Item 8.01. Other Events

On December 12, 2023, the Board of Directors of Constellation Energy Corporation (the “Company”) approved an increase to the Company's previously announced $1 billion share repurchase program, authorizing the repurchase of up to an additional $1 billion of the Company’s outstanding common stock. The timing and amount of any share repurchases under the Company’s authorization will be determined by management based on market conditions, applicable legal requirements and other factors, and such repurchases may be executed in the open market, in privately negotiated transactions or otherwise in compliance with Rule 10b-18 and Rule 10b5-1 under the Securities Exchange Act of 1934. The program may be may be limited, suspended, or discontinued at any time at the Company's discretion and without prior notice.


Section 9 - Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits

(d)    Exhibits.

Exhibit No.Description
101Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.
104The cover page from this Current Report on Form 8-K, formatted as Inline XBRL.

* * * * *
This report 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.

The factors that could cause actual results to differ materially from the forward-looking statements made by the Company include those factors discussed herein, as well as the items discussed in (1) the Company's 2022 Annual Report on Form 10-K 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 19, Commitments and Contingencies; (2) the Company's Third Quarter 2023 Quarterly Report on Form 10-Q in (a) Part II, ITEM 1A. Risk Factors, (b) Part I, ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations, and (c) Part I, ITEM 1. Financial Statements: Note 13, Commitments and Contingencies; and (3) other factors discussed in filings with the SEC by the Company.

Investors are cautioned not to place undue reliance on these forward-looking statements, which apply only as of the date of this Current Report on Form 8-K. The Company does not undertake any obligation to publicly release any revision to its forward-looking statements to reflect events or circumstances after the date of this Current Report on Form 8-K.


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
CONSTELLATION ENERGY CORPORATION
/s/ Daniel L. Eggers
Daniel L. Eggers
Executive Vice President and Chief Financial Officer
Constellation Energy Corporation

December 14, 2023



EXHIBIT INDEX
Exhibit No.Description
101Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.
104The cover page from this Current Report on Form 8-K, formatted as Inline XBRL.


v3.23.3
Document and Entity Information Document
Dec. 14, 2023
Document Information [Line Items]  
Document Type 8-K
Document Period End Date Dec. 14, 2023
Entity File Number 001-41137
Entity Registrant Name CONSTELLATION ENERGY CORPORATION
Entity Tax Identification Number 87-1210716
Entity Incorporation, State or Country Code PA
Entity Address, Address Line One 1310 Point Street
Entity Address, City or Town Baltimore
Entity Address, State or Province MD
Entity Address, Postal Zip Code 21231
City Area Code (833)
Local Phone Number 883-0162
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Trading Symbol CEG
Security Exchange Name NASDAQ
Entity Central Index Key 0001868275
Amendment Flag false
Entity Emerging Growth Company false
Title of 12(b) Security Common Stock, without par value
Constellation Energy Generation, LLC [Member]  
Document Information [Line Items]  
Entity Incorporation, State or Country Code PA
Entity Address, Address Line One 200 Exelon Way
Entity Address, City or Town Kennett Square
Entity Address, State or Province PA
Entity Address, Postal Zip Code 19348-2473
City Area Code (833)
Local Phone Number 883-0162
Entity Central Index Key 0001168165
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