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

Constellation Energy Corp Director Peter Oppenheimer acquired 48 phantom share equivalents on June 30, 2025, as part of a non-qualified deferred compensation plan, increasing his beneficial ownership to 138 units.

Summary

• Peter Oppenheimer, a Director of Constellation Energy Corp (CEG), acquired 48 phantom share equivalents.
• The transaction occurred on June 30, 2025.
• Each phantom share equivalent was valued at $322.76.
• Following this acquisition, Peter Oppenheimer beneficially owns a total of 138 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 Peter Oppenheimer's service.
• The balance of phantom share equivalents may fluctuate due to periodic changes in the fund composition.
• The transaction was made pursuant to a contract, instruction, or written plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

Sentiment

Score: 6

Explanation: The acquisition of phantom share equivalents by a director, even as part of a deferred compensation plan, generally indicates continued alignment of interests with the company and is a routine, slightly positive event.

Positives

• Director Peter Oppenheimer increased his beneficial ownership of phantom share equivalents, which can signal continued alignment of interests with the company's performance.
• The transaction was conducted under a Rule 10b5-1(c) plan, indicating a pre-arranged, systematic acquisition not based on immediate inside information.

Negatives

• No explicit negative information was disclosed in this Form 4 filing.

Risks

• The balance of phantom share equivalents may fluctuate due to periodic changes in the fund composition of the multi-fund, non-qualified deferred compensation plan.

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

• No direct management comments or quotes were provided in this Form 4 filing, beyond the signature of the attorney-in-fact for Peter Oppenheimer.

Industry Context

This Form 4 filing represents a routine disclosure of an insider transaction, common across all publicly traded companies, reflecting a director's participation in a deferred compensation plan rather than a direct market purchase or sale. Such transactions are standard components of executive and director compensation packages.

Comparison to Industry Standards

• This Form 4 filing details an individual insider transaction related to a deferred compensation plan and does not provide sufficient information for a direct comparison to industry-wide financial performance or project benchmarks. The structure of phantom share plans is a common compensation tool across various industries for aligning executive interests without immediate equity dilution.

Management Changes

Corporate Governance

Legal Proceedings

• No legal proceedings or regulatory matters were disclosed in this filing.

Related Party Transactions

• The acquisition of phantom share equivalents by Director Peter Oppenheimer from Constellation Energy Corp is a related party transaction as it involves an insider and the company's deferred compensation plan.

Stakeholder Impact

• Shareholders: May view the director's increased beneficial ownership of phantom shares as a positive sign of alignment, though it does not represent direct equity ownership or immediate market activity.
• Employees: No direct impact on the broader employee base is indicated by this filing.

Next Steps

• Phantom share equivalents will be settled in cash upon termination of the reporting person's service.

Key Dates

Keywords

Constellation Energy, CEG, Peter Oppenheimer, Form 4, SEC filing, Director, Phantom Shares, Deferred Compensation, Insider Transaction, Beneficial Ownership, Rule 10b5-1