Form 4: Constellation Energy Director Acquires Phantom Shares

Constellation Energy Director Peter Oppenheimer acquired 47 phantom share equivalents as part of a deferred compensation plan, increasing his total to 185.

Summary

• Peter Oppenheimer, a Director of Constellation Energy Corp (CEG), acquired 47 phantom share equivalents.
• The transaction occurred on September 30, 2025, at a price of $329.07 per phantom share equivalent.
• This acquisition is part of a multi-fund, non-qualified deferred compensation plan.
• Following this transaction, Oppenheimer beneficially owns a total of 185 phantom share equivalents.
• These phantom share equivalents will be settled in cash on a 1-for-1 basis upon the termination of Oppenheimer's service.
• The balance of phantom share equivalents may fluctuate due to periodic changes in the fund composition.

Sentiment

Score: 6

Explanation: The acquisition of phantom shares by a director is a routine compensation event, slightly positive as it aligns director interests with company performance, but not a direct equity investment.

Positives

• Director Peter Oppenheimer increased his beneficial ownership of phantom share equivalents, potentially signaling continued alignment with company performance.
• The acquisition is part of a structured deferred compensation plan, indicating a long-term incentive for the director.

Negatives

• The acquired securities are phantom share equivalents, which will be settled in cash rather than actual common stock, meaning no direct equity ownership or voting rights.
• The value is tied to the stock price but does not represent a direct investment in the company's equity.

Risks

• The value of the phantom share equivalents is subject to the market price fluctuations of Constellation Energy Corporation's common stock.
• The balance of phantom share equivalents may fluctuate due to periodic changes in the fund composition, introducing variability.

Future Outlook

The phantom share equivalents will be settled in cash on a 1-for-1 basis upon the termination of Peter Oppenheimer's service, linking future compensation to the company's stock performance until that time.

Industry Context

Deferred compensation plans, including those utilizing phantom shares, are a common component of executive and director compensation packages in the energy sector and broader corporate landscape. They aim to align the interests of executives with shareholders by tying a portion of their compensation to the company's stock performance, while often providing tax deferral benefits.

Comparison to Industry Standards

• This type of deferred compensation plan, where phantom shares are acquired and settled in cash upon service termination, is a standard practice across many large-cap companies, including those in the utilities and energy sectors.
• While specific plan details vary, the underlying mechanism of linking director compensation to stock performance without immediate equity transfer is widely adopted.
• Similar plans are utilized by directors at companies like Duke Energy (DUK) or NextEra Energy (NEE) to retain talent and align long-term interests.

Stakeholder Impact

• Shareholders: The acquisition of phantom shares by a director can be viewed positively as it aligns the director's financial interests with the company's stock performance, potentially encouraging decisions that enhance shareholder value.

Next Steps

• The phantom share equivalents will be settled in cash on a 1-for-1 basis upon the termination of Peter Oppenheimer's service.

Key Dates

Recommendation

This Form 4 reports a routine acquisition of phantom share equivalents by a director as part of a deferred compensation plan. While it indicates continued alignment of the director's interests with the company's stock performance, it does not represent a direct equity investment or a significant new development that would warrant a change in investment recommendation. It is a standard compensation event with minimal immediate market impact.

Keywords

Constellation Energy, CEG, Peter Oppenheimer, Form 4, Insider Transaction, Phantom Shares, Deferred Compensation, Director Compensation, Executive Compensation