Constellation Energy, 8-K 제출: 영업 실적 및 Regulation FD 공시

Item 2.02. Results of Operations and Financial Condition

We have scheduled the conference call for 9:00 AM ET on November 9, 2026. To access the call by phone, please follow the registration link available on the Investor Relations page of our website: https://investors.constellationenergy.com. The call will also be webcast and archived on the Investor Relations page of our website. Media representatives are invited to participate on a listen-only basis.

Section 9 - Financial Statements and Exhibits

• Agreed to Acquire Rhode Island State Energy Center

• Entered into long-term agreement supporting Calvert Cliffs Clean Energy Center investment and expansion

• Entered into long-term collaboration with Google supporting new nuclear capacity

• Signed a new 20-year, 270-megawatt agreement for energy, capacity, and nuclear attributes through our Peak+, an integrated customer solution that combines new capacity to support peak demand growth with energy products tailored to customer needs

• Signed a conditional DOE loan commitment for up to $5 billion supporting nuclear uprates

Baltimore (Nov 9, 2026) — Constellation Energy Corporation (Nasdaq: CEG) today reported its financial results for the third quarter of 2026.

“This past quarter Constellation announced agreements that are helping meet one of the nation’s greatest challenges – powering a growing economy while protecting existing customers. These agreements add more than 1,000 megawatts of new, emissions-free generation to the grid and help ensure the continued operations of existing clean power for generations to come. The new megawatts, which are the equivalent of a new large-scale nuclear plant, are coming online with no costs being borne by existing customers,” said Joe Dominguez, chairman, president and chief executive officer of Constellation. “We’re building on that progress with Peak+, an integrated solution that brings together new capacity, including new generation and demand response, with energy products to help large customers meet their evolving needs. Our approach proves we can power the growing digital economy while strengthening our electric grid – all with private investment.”

“Third quarter adjusted operating earnings were $5.06 per share, compared with $3.04 a year ago. This strong performance allowed us to raise the midpoint of our adjusted operating earnings guidance range for the second time this year,” said Shane Smith, executive vice president and chief financial officer of Constellation. “Our disciplined capital allocation strategy, including accretive organic growth through nuclear uprates, the acquisition of Rhode Island State Energy Center and our continued aggressive pace of share repurchases, positions us to deliver sustained earnings growth.”

Third Quarter 2026 Our GAAP Net Income for the third quarter of 2026 increased to $5.19 per share from $2.97 per share in the third quarter of 2025. Adjusted (non-GAAP) Operating Earnings for the third quarter of 2026 increased to $5.06 per share from $3.04 per share in the third quarter of 2025. For the reconciliations of GAAP Net Income (Loss) to Adjusted (non-GAAP) Operating Earnings, refer to the GAAP/Adjusted (non-GAAP) Operating Earnings Reconciliation section below.

Adjusted (non-GAAP) Operating Earnings in the third quarter of 2026 primarily reflects:

• Favorable market and portfolio conditions and addition of Calpine, partially offset by unfavorable interest and nuclear PTC portfolio

Recent Developments and Third Quarter Highlights

• Agreement to Acquire Rhode Island State Energy Center: We entered into an agreement to acquire all of the equity interests in RISEC Holdings, LLC, the owner of the Rhode Island State Energy Center, from Shell Energy North America (US), L.P. for $715 million, subject to customary purchase price adjustments. The Rhode Island State Energy Center is a natural gas-fired combined-cycle electric generation facility with a generating capacity of 609 megawatts (MW). The facility sells electricity and capacity into the competitive ISO New England wholesale power market and is expected to become part of our merchant generation portfolio. Completion of the transaction is subject to receipt of required regulatory approvals and other customary closing conditions.

• Long-Term Agreement with Amazon Supporting Calvert Cliffs Clean Energy Center Investment and Expansion: In September 2026, we announced a 20-year, 690 MW PPA with Amazon and a related retail supply agreement supporting Amazon's operations in PJM. The agreement will enable more than $3 billion in infrastructure investment in our Calvert Cliffs Clean Energy Center, including facility improvements and a 190 MW capacity expansion expected to come online between 2030 and 2032, while supporting the facility's continued operation and future relicensing.

• Long-Term Collaboration with Google Supporting New Nuclear Capacity in the PJM Grid: In October 2026, we announced a 20-year PPA with Google that will enable more than $4.3 billion in investment across 11 of our nuclear units in Illinois, Pennsylvania, and New Jersey to add approximately 890 MW of incremental generation capacity to the PJM grid, with the first uprate expected in 2028. We also entered into a 15-year financial energy load following agreement with Google for 2,700 MW in PJM.

• Conditional DOE Loan Commitment Supporting Nuclear Uprates: In October 2026, we signed a conditional loan commitment with the DOE Office of Energy Dominance Financing. Subject to the execution of a loan agreement, the DOE would issue a guarantee for up to $5.0 billion for an unsecured loan from the Federal Financing Bank to support uprates at various nuclear facilities. The loan would have a 30-year term. Interest rates would be fixed upon each advance at a spread of 0.375% above U.S. Treasuries of comparable maturity.

• Peak+ Agreement: We have signed a 20-year agreement for 270 MW of unit-contingent energy, capacity, and attributes from our existing nuclear fleet set to begin in 2028. This is our first Peak+ transaction, an integrated solution that brings together new capacity, including new generation and demand response, with energy products to help large customers meet their evolving needs.

• Nuclear Operations: Our nuclear fleet, including our owned output from the Salem and South Texas Project (STP) Generating Stations, produced 46,677 gigawatt-hours (GWhs) in the third quarter of 2026, compared with 46,477 GWhs in the third quarter of 2025. Excluding Salem and STP, our nuclear plants at ownership achieved a 97.2% capacity factor for the third quarter of 2026, compared with 96.8% for the third quarter of 2025. There were 20 planned refueling outage days in the third quarter of 2026 and 23 in the third quarter of 2025 for sites we operate. There were six non-refueling outage days in the third quarter of 2026 and five in the third quarter of 2025 for sites we operate.

• Natural Gas, Oil, and Renewables Operations: As a result of our expanded fleet following the acquisition of Calpine in January 2026, we now consider Equivalent Forced Outage Factor (EFOF) to be a key operational metric beginning in 2026. EFOF represents the percentage for which a generating unit is not available due to forced outages and forced deratings in a given period. The EFOF of our natural gas, oil, and pumped-storage hydro fleet for the third quarter of 2026 is 5.9%. Renewable energy capture for our wind, solar and run-of-river hydro fleet was 96.4% in the third quarter of 2026, compared with 96.8% in the third quarter of 2025.

GAAP/Adjusted (non-GAAP) Operating Earnings Reconciliation

The table below provides a reconciliation of GAAP Net Income to Adjusted (non-GAAP) Operating Earnings. Adjusted (non-GAAP) Operating Earnings is not a standardized financial measure and may not be comparable to other companies’ presentations of similarly titled measures.

Unless otherwise noted, the income tax impact of each reconciling adjustment between GAAP Net Income (Loss) Attributable to Common Shareholders and Adjusted (non-GAAP) Operating Earnings is based on the marginal statutory federal and state income tax rates, taking into account whether the income or expense item is taxable or deductible, respectively, in whole or in part, which may result in an effective tax rate that differs from the marginal rate. The marginal statutory income tax rate was 25.4% and 25.6% for the three months ended September 30, 2026 and 2025, respectively. The following table provides a reconciliation between GAAP Net Income (Loss) Attributable to Common Shareholders and Adjusted (non-GAAP) Operating Earnings for the three months ended September 30, 2026 compared to the same period in 2025.

(a) Amounts may not sum due to rounding. Earnings per share amount is based on average diluted common shares outstanding of 354 million and 313 million for the three months ended September 30, 2026 and 2025, respectively.