Constellation Energy (CEG) Form 4 Constellation Energy / Bryan Craig Hanson ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Hanson Bryan Craig

(Last) (First) (Middle)

1310 POINT STREET

(Street)

BALTIMORE MD 21231

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Constellation Energy Corp [ CEG ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
EVP & Chief Generation Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/07/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/07/2025		M		31,225	A	(1)	67,690	D
Common Stock	02/07/2025		F		13,222	D	$309.79	54,468	D
Common Stock	02/10/2025		M		71,625	A	(1)	126,092	D
Common Stock	02/10/2025		F		31,428	D	$321.83	94,664	D
Common Stock	02/10/2025		D		33,808	D	$321.83	60,856	D
Common Stock (ESPP shares)								2,098	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(2)	02/07/2025		M			31,225	(2)	(2)	Common Stock	31,225(3)	$0	0(3)	D
Restricted Stock Units	(4)	02/10/2025		M			11,381	(4)	(4)	Common Stock	11,381(5)	$0	8,827(5)	D
Restricted Stock Units	(4)	02/10/2025		A		2,974		(4)	(4)	Common Stock	2,974	$0	11,801	D
2022-2024 Performance Shares	(6)	02/10/2025		A		60,244		(6)	(6)	Common Stock	60,244	$0	60,244	D
2022-2024 Performance Shares	(6)	02/10/2025		M			60,244	(6)	(6)	Common Stock	60,244	$0	0	D

Explanation of Responses:

1. Common shares acquired from vested equity awards granted under the Issuer's Long-term Incentive Plan ("LTIP").

2. Restricted stock units ("RSUs") cliff vested on February 7, 2025. Each RSU represents the right to receive one share of Common Stock upon vesting, and does not expire. These RSUs accrue quarterly dividend equivalents in the form of additional RSUs representing common stock dividends as approved by the Issuer's board of directors, which vest on the same schedule as the underlying RSU.

3. The RSU award acquired approximately 837 additional shares through automatic dividend reinvestment.

4. RSUs vest in 1/3 increments on the dates of the Compensation Committee's first-quarter meetings held in the first, second, and third years after the grant date. Each RSU represents the right to receive one share of Common Stock upon vesting, and does not expire. These RSUs accrue quarterly dividend equivalents in the form of additional RSUs representing common stock dividends as approved by the Issuer's board of directors, which vest on the same schedule as the underlying RSU award.

5. The RSU award acquired approximately 143 additional shares through automatic dividend reinvestment, including approximately 225 shares that vested on February 10, 2025.

6. Performance share award granted under the LTIP for the three-year performance period referenced in Column 1 based upon the Compensation Committee's determination of performance achieved for the period. Each performance share represents the right to receive one share of Common Stock upon vesting. These performance shares do not accrue quarterly dividends. Performance share award vests immediately on the grant date.

	/s/ Brian Buck, Attorney-in-Fact for Bryan Hanson	02/11/2025
	** Signature of Reporting Person	Date
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