Constellation Energy Corp (CEG) Risk Factors

Recent key developments

Concrete developments — dated events, named agreements and instruments, legal proceedings — that Constellation Energy Corp surfaced in its latest filing.

• Ongoing Russia-Ukraine conflict poses geopolitical risks specific to nuclear fuel.
• The 'Prohibiting Russian Uranium Imports Act' bans import of low-enriched uranium into the U.S. produced in Russia or by Russian entities, absent a DOE waiver.
• Acquisition of Calpine in January 2026, accounted for as a business combination, with consideration transferred expected to exceed fair value of net assets, resulting in goodwill. 50 million newly issued shares were issued to Calpine stockholders under the Merger Agreement, with prior shareholders owning approximately 86% and former Calpine stockholders 14% of outstanding shares immediately after the merger. The merger is expected to be accretive to earnings per share in 2026, based on preliminary estimates.January 2026
• The restart of the Crane nuclear generation facility requires NRC comprehensive safety and environmental review and permits from state and local agencies. Separate requests will be made for a renewed license to operate Crane and a FERC interconnection agreement.
• Note 3 — Regulatory Matters provides information about the license renewal for the Conowingo hydroelectric project.
• As of December 31, 2025, approximately 26%, 8%, and 13% of our available credit facilities were with European, Canadian, and Asian banks, respectively.December 31, 2025
• The PTC benefiting existing nuclear plants included in the IRA (starting January 1, 2024) and affirmed by the OBBBA continues to be the subject of additional guidance issued from the U.S. Treasury and IRS.January 1, 2024
• Federal or state legislative and regulatory efforts to preserve the environmental attributes and reliability benefits of zero-emission nuclear-powered generating facilities could be subject to legal and regulatory challenges and, if overturned, could result in the early retirement of certain nuclear plants.
• Material legal proceedings summarized in Note 3 — Regulatory Matters of the Combined Notes to Consolidated Financial Statements.
• Material legal proceedings summarized in Note 18 — Commitments and Contingencies of the Combined Notes to Consolidated Financial Statements.
• Certain assets in West and Texas Regions, including Calpine's Geysers Assets acquired in January 2026, have experienced drought conditions.January 2026
• Geothermal resources acquired in January 2026 may have lower than expected productivity; certain leases for geothermal steam fields may not be renewed or may be renewed at less favorable terms.January 2026
• Calpine acquired geothermal, natural gas power plants, and battery storage sites in January 2026, which are exposed to frequent minor earthquakes and wildfire risks mainly in the West.January 2026
• A significant goodwill balance is expected following the acquisition of Calpine in January 2026.January 2026
• The Trump administration, in conjunction with Governors of PJM states, have proposed a framework to govern new load connection and the generation that can serve that load.