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Constellation Energy 8-K Report, Regulation FD Disclosure (Mar 31, 2026)

Reports
Regulation FD·Exhibits & Filings
Filing Date
Filed March 31, 2026
Period End
March 31, 2026
Security
CEG
In the record · 2022–202610-K510-Q148-K70

CEG filed 5 annual reports (10-K), 14 quarterly reports (10-Q) and 70 current reports (8-K) between 2022 and 2026.

  1. Material agreement8-K · Aug ’22Aug ’22
  2. Leadership change8-K · Dec ’24Dec ’24
  3. Leadership change8-K · Nov ’25Nov ’25

01—Abstract

Summary

Summary of the 8-K filed March 31, 2026. Cited figures are marked; the original filing is the authoritative source.

Constellation Energy (CEG) furnished an 8-K on March 31, 2026 (Regulation FD, Item 7.01) attaching a 2026 Business and Earnings Outlook presentation (Exhibit 99.1), ahead of an 8:00 AM ET investor call.

The filing contains no new financial statements; its significance lies in the company's first formal guidance following the Calpine acquisition. Management initiated 2026 Adjusted Operating Earnings guidance of $11.00a–$12.00 per share (based on 361 million diluted shares) and projects Base EPS growth of 20%+ from 2026 through 2029, with a 2029 Base EPS projection of $11.40–$11.90 and an enhanced earnings range that brings total potential to roughly 30–40% of 2029 earnings above base. The outlook is anchored by contracted and visible earnings: management says Base earnings (60–70% of total) are driven by long-term contracts, available nuclear generation at the PTC floor, and fossil fleet minimums, while Enhanced earnings depend on forward prices and commercial volatility.

Capital allocation was also updated: the share buyback authorization was increased to $5.0 billionb, $3.9 billion of growth CapEx was earmarked at double-digit unlevered returns, and the company reported that Moody's and S&P affirmed ratings at Baa1 and BBB+ after the Calpine close. Management cites roughly 147 million MWh of nuclear output still eligible for PTC support but uncontracted, which it sees as a key source of future upside.

Investors should weigh that the presentation is forward-looking, the non-GAAP measures cannot be reconciled to GAAP for guidance, and several upside items are explicitly excluded from the base case. Calpine-related assets pending divestiture in 2H 2026 are included in the 2026 figures, and the company's growth narrative depends on securing long-term premium contracts with data center and other large-load customers, along with favorable PJM regulatory developments.

02—Key points

Key Highlights

  1. 2026 Adjusted Operating Earnings guidance initiated at $11.00–$12.00 per share; roughly 40% of 2026 earnings are expected to come from the $6.65–$6.75 Base range and the rest from enhanced earnings.
  2. Management targets Base EPS growth of 20%+ from 2026 to 2029, with a 2029 Base EPS projection of $11.40–$11.90 that excludes incremental long-term deals and higher gas utilization.
  3. Share buyback authorization increased to $5.0 billion; $3.9 billion of growth CapEx planned at double-digit unlevered returns, with 2026–2027 cumulative FCF before growth of about $13.6 billion.
  4. Moody's and S&P affirmed Baa1 and BBB+ ratings after the Calpine acquisition; Moody's lowered its Baa1 downgrade threshold to 25% FFO/Debt, and Calpine debt has been largely retired or exchanged.
  5. About 147 million MWh of nuclear output remains PTC-supported but uncontracted, which management identifies as the largest near-term source of premium-priced contracting upside.
  6. Upside sensitivities are presented: a $1–$3/MWh change in nuclear power prices is worth $0.30–$1.00 of 2029 EPS, and a 1 GW nuclear PPA at $20–$50/MWh premium is worth $0.40–$1.00.
  7. Calpine's ~27.7 GW fleet is valued at roughly $65 billion at replacement cost, over twice the $26.6 billion enterprise value paid, which management cites as support for the acquisition's economics.

03—Questions

Frequently Asked Questions

  1. What is Constellation's 2026 earnings guidance?

    Constellation initiated 2026 Adjusted Operating Earnings guidance of $11.00 to $12.00 per share, based on an expected 361 million average diluted shares outstanding. The guidance includes earnings contribution from assets to be divested in the second half of 2026.

  2. What drives the growth outlook through 2029?

    Management projects Base EPS growth of 20%+ from 2026 to 2029, driven by long-term contracting, returns on growth investments, PTC inflation adjustments, and share repurchases. The outlook excludes potential upside from premium pricing on uncontracted nuclear output, additional gas contracts, and accretive capital allocation.

  3. How is management returning capital to shareholders?

    The company increased its share buyback authorization to $5.0 billion, has repurchased about 17.4 million shares to date, and plans to grow its dividend about 10% per year. It also plans $3.9 billion of growth CapEx and is targeting rightsized leverage to maintain BBB+/Baa1 ratings.

  4. What are the main risks to the outlook?

    The guidance is forward-looking and subject to risks in the 2025 Form 10-K, including commodity price and spark spread volatility, nuclear and gas dispatch, regulatory developments in PJM and state programs, and the timing of divestitures and contracting. Management notes it cannot reconcile forward-looking non-GAAP guidance to GAAP because of fair value and hedge uncertainty.

04—Continue

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