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Constellation Energy (CEG) filed an 8-K current report with the SEC on April 20, 2026 reporting Item 8.01 (Other Events), Item EX-99.1 (Exhibit EX-99.2). Calpine acquisition completed January 7, 2026, making Calpine LLC an indirect wholly owned Constellation subsidiary.
Constellation Energy 8-K event analysis
AI summary of each reported item and its exhibits
Item 8.01 · Other Events
- Calpine acquisition completed January 7, 2026, making Calpine LLC an indirect wholly owned Constellation subsidiary
- Transaction expands CEG’s generation portfolio; integration and leverage implications depend on disclosed pro forma financials
- Audited Calpine financial statements cover fiscal years 2025, 2024 and 2023 in Exhibit 99.1
- Pro forma combined statements cover year ended December 31, 2025 in Exhibit 99.2, showing acquisition-adjusted results
Item EX-99.1 · Exhibit EX-99.2
- Calpine became wholly owned by Constellation on January 7, 2026, in an approximately $22 billion transaction comprising 50 million CEG shares and $4.5 billion cash
- Regulatory remedies require divestitures of York 2, Jack Fusco Energy Center, Gregory minority interest, and four PJM plants
- Constellation repaid $3.75 billion of Calpine debt and exchanged $2.3 billion of senior secured and unsecured notes
- Calpine’s $2.5 billion Corporate Revolving Facility and $1.646 billion Commodity-Linked Revolver were dissolved
- Growth assets include 680 MW of fully contracted Nova battery capacity and a 400 MW CyrusOne power agreement in Texas
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