Form 4: Constellation Energy Officer Converts Calpine Shares Post-Merger

Andrew Novotny, a senior executive, acquired 298,853 Constellation Energy common shares following the merger of Calpine Corporation into Constellation Energy.

Summary

• Andrew R. Novotny, Senior Executive Vice President of Constellation Power Operations and former President and CEO of Calpine, reported a change in beneficial ownership.
• On January 7, 2026, upon the consummation of a merger agreement dated January 10, 2025, Calpine Corporation became an indirect, wholly owned subsidiary of Constellation Energy Corp.
• In connection with the merger, Novotny's common shares of Calpine were converted into the right to receive Per Share Cash Consideration and Per Share Stock Consideration of Constellation Energy Corp.
• Novotny acquired 298,853 shares of Constellation Energy Corp. Common Stock.
• Cash was paid in lieu of any fractional shares of Constellation Energy's Common Stock.
• The acquired shares are subject to various restrictions, including lock-up agreements and time-based vesting conditions.

Sentiment

Score: 7

Explanation: The sentiment is moderately positive as it reflects the successful completion of a significant merger and an executive's increased beneficial ownership in the combined entity, aligning interests. However, the restrictions on the shares introduce a minor negative aspect for the reporting person's immediate liquidity.

Positives

• The successful consummation of the merger between Constellation Energy Corp. and Calpine Corporation indicates strategic execution.
• An executive's acquisition of a significant number of shares (298,853) aligns management interests with shareholder interests, even if through a conversion.

Negatives

• The newly acquired shares are subject to various restrictions, including lock-up agreements and time-based vesting conditions, which limit immediate liquidity for the reporting person.

Risks

• The 298,853 shares of Common Stock acquired by the reporting person are subject to various restrictions, including lock-up agreements and time-based vesting conditions, which could impact the reporting person's ability to sell or transfer these shares in the near term.

Future Outlook

The filing is a report of a completed insider transaction following a merger and does not contain explicit forward-looking statements or guidance from the company regarding future performance or strategic direction.

Industry Context

This filing reflects a consolidation event within the energy sector, where Constellation Energy Corp. has acquired Calpine Corporation. Such mergers typically aim to enhance market position, operational efficiencies, or expand asset portfolios within the power generation and energy markets.

Comparison to Industry Standards

• This filing reports an insider transaction following a merger, which is a standard regulatory disclosure. It does not provide performance metrics for comparison to industry benchmarks or specific comparable companies/projects.

Stakeholder Impact

• Shareholders of Calpine Corporation received consideration (cash and Constellation Energy stock) as part of the merger agreement.
• Shareholders of Constellation Energy Corp. see an increase in beneficial ownership by a key executive, which can be viewed positively as it aligns management incentives with company performance.

Key Dates

Keywords

Constellation Energy, CEG, Calpine, Merger, Acquisition, Form 4, Insider Transaction, Stock Conversion, Executive Ownership, Beneficial Ownership