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Constellation Energy 8-K/A Report, Corporate Update (Apr 20, 2026)

Reports
Other Events·Exhibits & Filings
Filing Date
Filed April 20, 2026
Period End
April 17, 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/A filed April 20, 2026. Cited figures are marked; the original filing is the authoritative source.

Constellation Energy (CEG) filed this 8-K/A to update Calpine's audit report from PricewaterhouseCoopers so it carries the firm's conformed signature, which was left off the original March 20, 2026 filing.

The amendment does not change any financial information. Its substance is the Calpine acquisition, which closed January 7, 2026 for roughly $22 billiona: 50 million new CEG shares plus $4.5 billion in cash. The filing includes Calpine's audited FY2025 financials and CEG's unaudited pro forma combined statements for FY2025.

Calpine is one of the largest U.S. natural gas and geothermal generators, with about 28 GW of owned capacity, a retail business serving commercial and industrial customers, and sizable exposure to Texas, California, and PJM. Calpine's standalone FY2025 results were revenue of $14.3 billionb, operating income of $3.1 billion, and net income of $1.97 billion. Its balance sheet carried $12.2 billion of long-term debt against $2.6 billion of equity, and it generated $2.05 billion of operating cash flow against $1.15 billion of capex.

On a pro forma basis for FY2025, combined revenue would have been about $36.8 billionc and pro forma net income about $4.0 billion, or $11.05 per diluted share on roughly 364 million shares. The pro forma figures reflect preliminary purchase accounting: an estimated $10.8 billion of goodwill, a $7.3 billion step-up in PP&E, and $4.5 billion of cash used. The filing notes that regulatory divestitures in PJM and ERCOT (York 2, Jack Fusco, Gregory, and four PJM plants) are reflected, and that the purchase price allocation is subject to change within 12 months.

02—Key points

Key Highlights

  1. Amendment is administrative only: it adds PwC's conformed signature to Calpine's audit report in Exhibit 99.1 and dates the auditor consent as of the amendment filing date.
  2. Merger closed January 7, 2026. Consideration was 50 million new CEG shares and $4.5 billion in cash, for an estimated total of about $21.8 billion on a fair value basis.
  3. Calpine standalone FY2025: revenue of $14.3 billion, operating income of $3.1 billion, net income of $1.97 billion, and operating cash flow of $2.05 billion.
  4. Pro forma FY2025 combined revenue of $36.8 billion and net income of $4.0 billion; pro forma diluted EPS of $11.05 versus $7.40 reported for CEG alone.
  5. Preliminary purchase accounting yields about $10.8 billion of goodwill and a $7.3 billion PP&E fair value step-up, both subject to change within 12 months of closing.
  6. Calpine's debt was reduced after closing: $2.5 billion of term loans and $1.25 billion of first lien notes were repaid, and about $2.3 billion of Calpine debt was exchanged into new CEG notes.
  7. Regulatory divestitures in PJM and ERCOT (York 2, Jack Fusco, Gregory minority stake, and four PJM plants) are carved out of the pro forma figures; about $1.6 billion of assets are classified as held for sale.

03—Questions

Frequently Asked Questions

  1. Why was this 8-K amended?

    The original March 20, 2026 filing omitted PricewaterhouseCoopers' conformed signature on its report in Exhibit 99.1. The amendment corrects that omission and updates the auditor consent. No financial data changed.

  2. What did CEG pay for Calpine?

    CEG paid about $22 billion in total, consisting of 50 million newly issued CEG common shares and $4.5 billion in cash. The pro forma statements estimate the fair value of the purchase at about $21.8 billion, using CEG's January 6, 2026 closing price of $354.58 per share.

  3. How would the deal affect CEG's earnings per share?

    On a pro forma basis for FY2025, diluted EPS would be $11.05, compared with $7.40 for CEG alone. The increase reflects Calpine's earnings and the larger share base of about 364 million shares. Pro forma figures exclude expected synergies and cost savings, and the statements are illustrative rather than predictive.

  4. What are the main risks or open items investors should watch?

    The purchase price allocation is preliminary and may change materially within 12 months of closing. Divestitures required by regulators must be completed. Calpine's commodity exposure to ERCOT, PJM, and California power and gas prices remains, along with the debt refinancing and goodwill recognition. Integration costs and the effect of hedge accounting discontinuation in 2025 also bear watching.

04—Continue

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