Form 4: Constellation Energy Director Acquires Phantom Share Equivalents in Deferred Compensation Plan

Constellation Energy Corp Director Charles L. Harrington acquired 112 phantom share equivalents as part of a deferred compensation plan on June 30, 2025, increasing his total beneficial ownership to 4,772 phantom share equivalents.

Summary

• Charles L. Harrington, a Director of Constellation Energy Corp (CEG), acquired additional phantom share equivalents.
• The transaction occurred on June 30, 2025.
• A total of 112 phantom share equivalents were acquired.
• The acquisition price for these phantom share equivalents was $322.76 each.
• Following this transaction, Charles L. Harrington beneficially owns a total of 4,772 phantom share equivalents.
• These phantom share equivalents are part of a multi-fund, non-qualified deferred compensation plan.
• The phantom share equivalents will be settled in cash on a 1-for-1 basis upon the termination of Charles L. Harrington's service.
• The balance of phantom share equivalents may fluctuate due to periodic changes in the fund composition.
• The reported balance also includes approximately 6 share equivalents accrued on June 6, 2025, through dividend reinvestment.

Sentiment

Score: 5

Explanation: The document reports a routine acquisition of phantom share equivalents by a director as part of a deferred compensation plan, which is a standard and expected event with no immediate positive or negative strategic implications for the company's operations or financial health.

Positives

• Director Charles L. Harrington acquired 112 phantom share equivalents, indicating continued participation in the company's deferred compensation plan.
• The acquisition price of $322.76 per phantom share equivalent reflects the value at the time of acquisition.

Negatives

• NA

Risks

• The value of phantom share equivalents may fluctuate due to periodic changes in the fund composition, potentially impacting the final cash settlement value upon termination of service.

Future Outlook

Phantom share equivalents will be settled in cash on a 1-for-1 basis upon termination of the reporting person's service.

Management Comments

• NA

Industry Context

This transaction represents a standard component of executive compensation, where phantom shares are used in non-qualified deferred compensation plans, a common practice across various industries to align executive interests with shareholder value without immediate equity transfer.

Comparison to Industry Standards

• The use of phantom share equivalents in a non-qualified deferred compensation plan is a common and widely accepted practice for executive compensation across publicly traded companies, aligning executive incentives with company performance.
• The 1-for-1 cash settlement upon termination of service is a typical feature of such plans, providing a deferred payout linked to the company's stock performance.

Related Party Transactions

• Acquisition of phantom share equivalents by Charles L. Harrington, a Director of Constellation Energy Corp, as part of a non-qualified deferred compensation plan.

Stakeholder Impact

• Shareholders: The transaction is a routine compensation event and does not directly impact the company's operational performance or immediate share price, though it reflects ongoing executive compensation practices.
• Employees: No direct impact.
• Customers: No direct impact.
• Suppliers: No direct impact.
• Creditors: No direct impact.

Next Steps

• Phantom share equivalents will be settled in cash on a 1-for-1 basis upon termination of the reporting person's service.

Key Dates

Keywords

Constellation Energy, CEG, Form 4, insider transaction, beneficial ownership, phantom shares, deferred compensation, director