{"url_path":"/sec/ceg/8-k/2026-06-02/item-8-01","section_key":"item-8-01","section_title":"Item 8.01 Other Events**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-02","source_url":"https://www.sec.gov/Archives/edgar/data/1868275/0001104659-26-069482-index.html","accession_number":"0001104659-26-069482","cik":"0001868275","ticker":"CEG","issuer_name":"Constellation Energy Corp","edgar_url":"https://www.sec.gov/Archives/edgar/data/1868275/0001104659-26-069482-index.html","primary_entity_key":"0001868275","primary_entity_name":"Constellation Energy Corp"},"word_count":648,"has_tables":true,"body_markdown":"**Item 8.01. Other Events**\n\n \n\nOn June 1, 2026, Constellation\nEnergy Corporation (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with\nthe selling shareholders named in Schedule I thereto (the “Selling Shareholders”) and Morgan Stanley & Co. LLC and J.P.\nMorgan Securities LLC (collectively, the “Underwriters”), pursuant to which the Selling Shareholders agreed to sell to the\nUnderwriters, and the Underwriters agreed to purchase from the Selling Shareholders, 11,000,000 shares of common stock, without par value\n(“Common Stock”), of the Company (such offering, the “Offering”). Under the terms of the Underwriting Agreement,\nthe Selling Shareholders granted the Underwriters a 30-day option to purchase up to 1,350,000 additional shares of Common Stock (the “Option\nShares”) from the Selling Shareholders. The Company did not sell any shares of Common Stock in the Offering and did not receive\nany proceeds from the sale of shares of Common Stock in the Offering.\n\n \n\nThe Underwriting Agreement\nalso provided for the Company’s purchase from the Underwriters of 2,000,000 shares of Common Stock that were subject to the Offering\nat a price per share equal to the price at which the Underwriters purchased the shares from the Selling Shareholders in the Offering,\nfor an aggregate purchase price of approximately $558.0 million (the “Share Repurchase”). The Share Repurchase was made pursuant\nto the Company’s existing share repurchase program. After the completion of the Share Repurchase described above, there is approximately\n$3.5 billion of remaining authority under the Company’s share repurchase program.\n\n \n\nThe Offering and the Share\nRepurchase closed on June 2, 2026.\n\n \n\nThe Underwriting Agreement\ncontains customary representations and warranties, agreements and obligations, closing conditions, and termination provisions. The Company\nand the Selling Shareholders have agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities\nAct of 1933, as amended (the “Securities Act”).\n\n \n\nThe Offering was made pursuant\nto a prospectus supplement, dated June 1, 2026, and filed with the U.S. Securities and Exchange Commission (the “SEC”) on\nJune 2, 2026, and the base prospectus, dated January 7, 2026, filed as part of the Company’s automatic shelf registration statement\n(File No. 333-292608) filed with the SEC on January 7, 2026.\n\n \n\nThe foregoing description\nof the Underwriting Agreement is not complete and is qualified in its entirety by reference to the full text of such agreement, which\nis attached as Exhibit 1.1 to this Current Report on Form 8-K and incorporated herein by reference.\n\n \n\nBallard Spahr LLP has issued\nan opinion, dated June 2, 2026, regarding certain legal matters with respect to the Offering, a copy of which is filed as Exhibit 5.1\nhereto.\n\n \n\nThe Selling Shareholders are subject to a lock-up, subject to certain\nexceptions, pursuant to the registration rights agreement, dated January 7, 2026 (the “Registration Rights Agreement”), by\nand among the Company and the parties thereto from time to time (including the Selling Shareholders), with respect to the transfer of\nthe shares of Common Stock received by such Selling Shareholders in connection with the Company’s acquisition of Calpine Corporation,\nwith one-half of such shares scheduled to be released from the lock-up on June 30, 2026, and the remaining one-half of such shares scheduled\nto be released from the lock-up on June 30, 2027. In connection with the Offering, the Company has waived the lock-up under the Registration\nRights Agreement solely with respect to the shares subject to the Offering (including any Option Shares).\n\n \n\nThis Current Report on Form\n8-K does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of any securities\nin any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under\nthe securities laws of any such state or jurisdiction. Any offers, solicitations, or offers to buy, or any sales of securities will be\nmade in accordance with the registration requirements of the Securities Act."}