What did Constellation actually pay for Calpine, and how was it structured?

Constellation paid approximately $22 billion in total, made up of 50 million newly issued CEG common shares and $4.5 billion in cash. The preliminary estimated merger consideration for accounting purposes is about $21.8 billion, after adjustments for the fair value of CEG stock and unvested awards. Calpine became an indirect, wholly owned subsidiary of Constellation.

How much would the combination change CEG's reported financials?

On a pro forma 2025 basis, revenue rises to about $36.8 billion from $25.5 billion, and net income rises to about $4.0 billion from $2.3 billion. Total assets rise to about $96.7 billion, and long-term debt to about $19.5 billion. Pro forma diluted EPS is $11.05 against $7.40 standalone. These figures are illustrative and exclude expected synergies, and they are not a forecast.

Will the deal require asset sales, and could they affect value?

Yes. Regulators required divestitures of York 2, Jack Fusco, a minority stake in Gregory Power, and four PJM plants (Hay Road, Edge Moor, Bethlehem, York 1). The pro forma statements reflect these as assets held for sale, with a fair value step-up of about $4.1 billion. Final sale prices and timing remain uncertain, and they could differ from the carrying values used in the filing.

Is the purchase price allocation final, and what does it imply for future earnings?

No. The allocation is preliminary and based on December 31, 2025 balances, and CEG expects to finalize it within 12 months of closing. The preliminary estimates include about $10.8 billion of goodwill and a $7.3 billion PP&E step-up, which would add incremental depreciation. Final values could change materially, which would affect future depreciation, amortization of unamortized energy contracts (net $151 million reduction to operating income in 2026), and reported results.

CEG 8-K SEC Disclosure — Mar 20, 2026

01—Abstract

Summary

Summary of the 8-K filed March 20, 2026. Cited figures are marked; the original filing is the authoritative source.

Constellation Energy (CEG) filed this 8-K to report the completion of its acquisition of Calpine Corporation, which closed on January 7, 2026.

Under the Merger Agreement dated January 10, 2025, Calpine became an indirect, wholly owned subsidiary of Constellation for a purchase price of approximately $22 billion^a, consisting of 50 million newly issued CEG shares and $4.5 billion in cash. The filing attaches Calpine's audited FY2025 financial statements (Exhibit 99.1) and unaudited pro forma condensed combined financial statements for CEG and Constellation (Exhibit 99.2). Calpine is one of the largest U.S. natural gas and geothermal generators, with about 28 GW of owned capacity, a significant retail business, and a strong presence in CAISO, ERCOT, PJM, and ISO-NE.

The pro forma figures show the scale of the combination. On a combined basis for 2025, pro forma operating revenues would be about $36.8 billion^b, up from CEG's $25.5 billion, and pro forma net income would be about $4.0 billion, versus CEG's $2.3 billion. Pro forma diluted EPS is $11.05, compared with $7.40 for CEG on a standalone basis.

Pro forma total assets are about $96.7 billion^c, and pro forma long-term debt is about $19.5 billion. Calpine contributed roughly $2.6 billion of stockholders' equity and about $12.2 billion of long-term debt. The purchase price allocation is preliminary, and it implies about $10.8 billion of goodwill and a $7.3 billion step-up in PP&E, so final figures may differ materially.

Investors should note several items. The company agreed to divest certain assets in PJM and ERCOT to satisfy DOJ and FERC conditions, including York 2, Jack Fusco, a minority Gregory interest, and four PJM plants. Those assets are carried as held for sale.

The pro forma statements exclude expected cost synergies, and they include roughly $48 million^d of remaining transaction costs. Calpine's refinancing included repayment of $2.5 billion of term loans and $1.25 billion of first-lien notes, and about $2.3 billion of Calpine debt was exchanged for new CEG notes. Pro forma figures are illustrative and are not a forecast of future results.

02—Key points

Key Highlights

Acquisition closed January 7, 2026: CEG acquired 100% of Calpine for about $22 billion, paying 50 million new CEG shares plus $4.5 billion in cash (about $21.8 billion estimated merger consideration under the preliminary allocation).
Pro forma 2025 operating revenues of $36.8 billion (vs. CEG standalone $25.5 billion) and pro forma net income of $4.0 billion (vs. $2.3 billion standalone).
Pro forma 2025 diluted EPS of $11.05 versus $7.40 standalone CEG, with the share count rising from about 314 million to about 364 million diluted shares.
Calpine's fleet of about 28 GW (primarily natural gas, plus geothermal and battery storage) is a major addition, including 1.5 GW of peakers, 17.7 GW of combined cycle, and the Geysers geothermal complex of 732 MW.
Preliminary purchase accounting yields about $10.8 billion of goodwill and a $7.3 billion PP&E fair value step-up, with a 25.3% assumed tax rate; final allocation may differ materially and is due within 12 months.
Regulatory divestitures are required, including York 2, Jack Fusco, a Gregory minority stake, and four PJM plants (Hay Road, Edge Moor, Bethlehem, York 1); about $1.6 billion of assets are classified as held for sale at Calpine.
Calpine's debt was partly refinanced: $2.5 billion of term loans and $1.25 billion of first-lien notes were repaid, and $2.29 billion of Calpine debt was exchanged for new CEG notes, with $2.75 billion of new CEG debt issued.

03—Questions

Frequently Asked Questions

What did Constellation actually pay for Calpine, and how was it structured?
Constellation paid approximately $22 billion in total, made up of 50 million newly issued CEG common shares and $4.5 billion in cash. The preliminary estimated merger consideration for accounting purposes is about $21.8 billion, after adjustments for the fair value of CEG stock and unvested awards. Calpine became an indirect, wholly owned subsidiary of Constellation.
How much would the combination change CEG's reported financials?
On a pro forma 2025 basis, revenue rises to about $36.8 billion from $25.5 billion, and net income rises to about $4.0 billion from $2.3 billion. Total assets rise to about $96.7 billion, and long-term debt to about $19.5 billion. Pro forma diluted EPS is $11.05 against $7.40 standalone. These figures are illustrative and exclude expected synergies, and they are not a forecast.
Will the deal require asset sales, and could they affect value?
Yes. Regulators required divestitures of York 2, Jack Fusco, a minority stake in Gregory Power, and four PJM plants (Hay Road, Edge Moor, Bethlehem, York 1). The pro forma statements reflect these as assets held for sale, with a fair value step-up of about $4.1 billion. Final sale prices and timing remain uncertain, and they could differ from the carrying values used in the filing.
Is the purchase price allocation final, and what does it imply for future earnings?
No. The allocation is preliminary and based on December 31, 2025 balances, and CEG expects to finalize it within 12 months of closing. The preliminary estimates include about $10.8 billion of goodwill and a $7.3 billion PP&E step-up, which would add incremental depreciation. Final values could change materially, which would affect future depreciation, amortization of unamortized energy contracts (net $151 million reduction to operating income in 2026), and reported results.

04—Continue

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