What is the primary purpose of this 8-K filing?

The primary purpose of this 8-K filing is to provide investors with the historical financial statements of Calpine Corporation, which Constellation Energy Corp (CEG) is in the process of acquiring. It also includes pro forma combined financial statements to give an indication of the potential financial position of the merged entity.

Are the pro forma financial statements presented in this filing the final combined results?

No, the unaudited pro forma combined financial statements are preliminary. They are derived from historical data and reflect assumptions, including the expected consummation of the Calpine acquisition. These statements are not a forecast of future results and should be considered indicative of the potential impact.

Where can I find more information about the acquisition of Calpine?

Further details regarding the planned acquisition of Calpine can be found in Constellation Energy Corp and Constellation Energy Generation, LLC’s Current Report on Form 8-K filed on January 13, 2025. This current filing (dated December 9, 2025) incorporates that information by reference.

What risks are associated with the Calpine acquisition as highlighted in this filing?

The filing warns that the acquisition is subject to various risks and uncertainties, including the possibility of termination of the merger agreement, failure to obtain necessary governmental and regulatory approvals, delays in closing, difficulties in integrating the businesses, and the risk of not achieving anticipated synergies or benefits. Investors are cautioned not to place undue reliance on forward-looking statements.

CEG 8-K SEC Disclosure

Summary

This 8-K filing from Constellation Energy Corp (CEG) provides essential financial information and updates related to its previously announced acquisition of Calpine Corporation. The report includes the audited financial statements of Calpine for the fiscal years ending December 31, 2024, 2023, and 2022, as well as unaudited interim financial statements for the periods ending September 30, 2025 and 2024. Crucially, it also presents unaudited pro forma combined financial statements for CEG Parent and Constellation as of September 30, 2025, and for the year ended December 31, 2024, reflecting the anticipated impact of the Calpine acquisition. Investors should note that these pro forma statements are preliminary and based on several assumptions, including the successful completion of the merger. This filing serves as a key resource for understanding the historical financial performance of Calpine and the potential combined financial picture of the merged entities. The company also reiterates the forward-looking nature of many statements and lists potential risks that could affect the transaction's completion and integration.

Key Highlights

1Filing includes audited financial statements for Calpine for fiscal years 2024, 2023, and 2022, and unaudited interim statements as of and for the periods ending September 30, 2025 and 2024.
2Unaudited pro forma combined financial statements for Constellation Energy Corp (CEG Parent) and Constellation are provided, reflecting the impact of the Calpine acquisition.
3The pro forma financial statements are preliminary and are based on various assumptions, including the consummation of the Calpine merger.
4This filing incorporates by reference previously filed information regarding the acquisition, including a Form 8-K filed on January 13, 2025.
5The report details various exhibits, including consents from auditors and the financial statements themselves, as well as interactive data files.
6Constellation Energy Corp emphasizes that forward-looking statements are subject to risks and uncertainties, and actual results may differ materially.
7The company has filed this report jointly with Constellation Energy Generation, LLC.

Constellation Energy Corp 8-K Report, Corporate Update (Dec 9, 2025)

Summary

Key Highlights

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