{"schema_version":"secwatch.filing_event.v1","accession":"0001104659-26-001780","form_type":"8-K","ticker":null,"cik":"0001168165","company_name":"CONSTELLATION ENERGY GENERATION LLC","filed_at":"2026-01-07T23:59:59+00:00","discovered_at":"2026-05-14T18:02:34.633862+00:00","generated_at":"2026-05-16T11:19:29.943465+00:00","sec_items":["1.01","2.01","2.03","3.02","5.02","7.01","9.01"],"event_type":"m_and_a","sentiment":"positive","materiality_score":0.85,"calibrated_materiality_score":0.85,"confidence":"high","headline":"Constellation closes Calpine acquisition; issues 50M shares, $4.5B cash, names new CFO","bullets":["Closed acquisition of Calpine on Jan 7, 2026; consideration: 50M newly issued CEG shares and $4.5B cash.","Former Calpine stockholders receive ~13.8% of CEG stock; lock-up: half released June 30, 2026, half June 30, 2027.","Daniel Eggers promoted to Sr EVP, Finance & Data Economy; Shane Smith named EVP & CFO, effective Jan 7, 2026.","Calpine's existing debt (~$5.05B notes + $1.875B CCFC term loan + $1.415B GPC term loan) remains outstanding."],"urls":{"canonical":"https://secwatch.observer/filing/0001104659-26-001780","json":"https://secwatch.observer/filing/0001104659-26-001780.json","markdown":"https://secwatch.observer/filing/0001104659-26-001780.md","text":"https://secwatch.observer/filing/0001104659-26-001780.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1168165/000110465926001780/0001104659-26-001780-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1168165/000110465926001780/tm2532248d1_8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-05-16T11:19:29.943465+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"426af05578d190892229d30691c6dfee680f58c8","claim":"CONSTELLATION ENERGY GENERATION LLC completed an acquisition involving Calpine Corporation for $4.50 billion in cash and 50,000,000 newly issued shares of common stock of CEG Parent (closed 2026-01-07).","evidence_excerpt":"As a result of the Reorganization and the Mergers, Calpine became a wholly owned subsidiary of Constellation. The merger consideration consisted of (i) an aggregate of 50,000,000 newly issued shares of common stock, no par value, of CEG Parent (the “Stock Consideration”) and (ii) $4.50 billion in cash minus the amount of Company Expenses. As a result of","evidence_source":"SEC 8-K Item 2.01/5.01","evidence_url":"https://www.sec.gov/Archives/edgar/data/1168165/000110465926001780/0001104659-26-001780-index.htm","confidence":0.9},{"claim_id":"9d430d2162fc0cecd852c9e80b1f62767781e2d4","claim":"CONSTELLATION ENERGY GENERATION LLC entered into Registration Rights Agreement with certain of the former stockholders of Calpine who received shares of Stock Consideration (effective 2026-01-07).","evidence_excerpt":"On January 7, 2026, in connection with the closing of the Mergers (as defined below), CEG Parent entered into a registration rights agreement (the “Registration Rights Agreement”) with certain of the former stockholders of Calpine who received shares of Stock Consideration (as defined below) in the Mergers, each of whom is listed on the signature pages thereto (the “RRA Parties”), pursuant to which the RRA Parties will have certain customary demand, “piggy-back” and shelf registration rights relating to the shares of Stock Consideration received by such RRA Parties as a result of the Mergers.","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1168165/000110465926001780/0001104659-26-001780-index.htm","confidence":0.9}],"comparable_filings":[{"accession":"0001193125-26-251758","ticker":"OCFC","company_name":"OCEANFIRST FINANCIAL CORP","filed_at":"2026-06-01T21:19:28+00:00","headline":"OceanFirst closes acquisition of Flushing Financial; issues shares to Warburg Pincus","event_type":"m_and_a","sec_items":["1.01","3.02","2.01","2.03","3.03","5.02","5.03","7.01","9.01"],"materiality_score":0.9,"calibrated_materiality_score":0.9,"match_reasons":["same fact type: ma_transaction","same SEC item: 1.01, 2.01, 2.03, 3.02, 5.02, 7.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-251758","json":"https://secwatch.observer/filing/0001193125-26-251758.json","markdown":"https://secwatch.observer/filing/0001193125-26-251758.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1004702/000119312526251758/0001193125-26-251758-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1004702/000119312526251758/d145829d8k.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"As a result of the Reorganization and the Mergers, Calpine became a wholly owned\nsubsidiary of Constellation. The merger consideration consisted of (i) an\naggregate of 50,000,000 newly issued shares of common stock, no par value, of CEG Parent (the “Stock Consideration”) and\n(ii) $4.50 billion in cash minus the amount of Company Expenses. As a result of","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1168165/000110465926001780/0001104659-26-001780-index.htm","comparable_excerpt":"of Flushing (“ Flushing Common Stock ”) issued and outstanding immediately prior to the Effective Time, subject to certain exceptions, was converted into the right to receive 0.85 of a share (the “ Exchange Ratio ”) of common stock, par value $0.01 per share, of OceanFirst (“ OceanFirst Common Stock ” and such consideration, the “ Merger Consideration ”).","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1004702/000119312526251758/0001193125-26-251758-index.htm"}},{"accession":"0001193125-26-251752","ticker":null,"company_name":"Enviri II Corp","filed_at":"2026-06-01T21:18:36+00:00","headline":"New Enviri completes spin-off; starts trading June 2 under NVRI; ~$1.2B revenue, ~$140M EBITDA","event_type":"m_and_a","sec_items":["1.01","2.03","3.03","5.03","5.01","5.02","5.05","7.01","9.01"],"materiality_score":0.9,"calibrated_materiality_score":0.9,"match_reasons":["same fact type: ma_transaction, material_agreement","same SEC item: 1.01, 2.03, 5.02, 7.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-251752","json":"https://secwatch.observer/filing/0001193125-26-251752.json","markdown":"https://secwatch.observer/filing/0001193125-26-251752.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/2104052/000119312526251752/0001193125-26-251752-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/2104052/000119312526251752/d258410d8k.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"As a result of the Reorganization and the Mergers, Calpine became a wholly owned\nsubsidiary of Constellation. The merger consideration consisted of (i) an\naggregate of 50,000,000 newly issued shares of common stock, no par value, of CEG Parent (the “Stock Consideration”) and\n(ii) $4.50 billion in cash minus the amount of Company Expenses. As a result of","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1168165/000110465926001780/0001104659-26-001780-index.htm","comparable_excerpt":"This Current Report on Form 8-K is being filed in connection with the completion of the spin-off of New Enviri contemplated by the Separation Agreement.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/2104052/000119312526251752/0001193125-26-251752-index.htm"}},{"accession":"0001193125-26-251442","ticker":"RPAY","company_name":"Repay Holdings Corp","filed_at":"2026-06-01T20:14:04+00:00","headline":"REPAY closes $372M acquisition of KUBRA, funded with new $500M term loan","event_type":"m_and_a","sec_items":["1.01","2.01","1.02","9.01","2.03","7.01"],"materiality_score":0.85,"calibrated_materiality_score":0.85,"match_reasons":["same fact type: ma_transaction, material_agreement","same SEC item: 1.01, 2.01, 2.03, 7.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-251442","json":"https://secwatch.observer/filing/0001193125-26-251442.json","markdown":"https://secwatch.observer/filing/0001193125-26-251442.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1720592/000119312526251442/0001193125-26-251442-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1720592/000119312526251442/rpay-20260601.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"As a result of the Reorganization and the Mergers, Calpine became a wholly owned\nsubsidiary of Constellation. The merger consideration consisted of (i) an\naggregate of 50,000,000 newly issued shares of common stock, no par value, of CEG Parent (the “Stock Consideration”) and\n(ii) $4.50 billion in cash minus the amount of Company Expenses. As a result of","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1168165/000110465926001780/0001104659-26-001780-index.htm","comparable_excerpt":"KUBRA became an indirect wholly owned subsidiary of the Company. Pursuant to the Purchase Agreement, the aggregate cash purchase price for the Acquisition was approximately $372 million, subject to customary post-closing adjustments. The closing cash consideration was funded with a combination of cash on hand and borrowings under the Credit Agreement described","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1720592/000119312526251442/0001193125-26-251442-index.htm"}},{"accession":"0001193125-26-213462","ticker":"EWCZ","company_name":"European Wax Center, Inc.","filed_at":"2026-05-08T23:59:59+00:00","headline":"European Wax Center completes take-private by General Atlantic at $5.80/share; stock delisted","event_type":"m_and_a","sec_items":["1.01","1.02","2.01","2.03","3.01","3.03","5.02","5.03","5.01","8.01","9.01"],"materiality_score":0.85,"calibrated_materiality_score":0.85,"match_reasons":["same fact type: ma_transaction, material_agreement","same SEC item: 1.01, 2.01, 2.03, 5.02, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-213462","json":"https://secwatch.observer/filing/0001193125-26-213462.json","markdown":"https://secwatch.observer/filing/0001193125-26-213462.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1856236/000119312526213462/0001193125-26-213462-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1856236/000119312526213462/d137291d8k.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"As a result of the Reorganization and the Mergers, Calpine became a wholly owned\nsubsidiary of Constellation. The merger consideration consisted of (i) an\naggregate of 50,000,000 newly issued shares of common stock, no par value, of CEG Parent (the “Stock Consideration”) and\n(ii) $4.50 billion in cash minus the amount of Company Expenses. As a result of","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1168165/000110465926001780/0001104659-26-001780-index.htm","comparable_excerpt":"excluded shares pursuant to the terms of the Merger Agreement, was cancelled and extinguished and automatically converted into the right to receive an amount in cash equal to $5.80 per share of Class A Common Stock, without interest thereon (the “ Class A Per Share Price ”), (ii) each share of the Company’s Class B common stock, par value $0.00001 per share","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1856236/000119312526213462/0001193125-26-213462-index.htm"}},{"accession":"0001628280-26-032558","ticker":"APAD","company_name":"Enhanced Group Inc.","filed_at":"2026-05-08T23:59:59+00:00","headline":"Enhanced Group completes de-SPAC merger with Enhanced Ltd; redemptions of $201.7M","event_type":"m_and_a","sec_items":["1.01","2.01","5.06","3.02","9.01","4.01","3.01","3.03","5.01","5.02","5.03","5.05","7.01"],"materiality_score":0.8,"calibrated_materiality_score":0.8,"match_reasons":["same fact type: ma_transaction","same SEC item: 1.01, 2.01, 3.02, 5.02, 7.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001628280-26-032558","json":"https://secwatch.observer/filing/0001628280-26-032558.json","markdown":"https://secwatch.observer/filing/0001628280-26-032558.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1956439/000162828026032558/0001628280-26-032558-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1956439/000162828026032558/apadu-20260506.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"As a result of the Reorganization and the Mergers, Calpine became a wholly owned\nsubsidiary of Constellation. The merger consideration consisted of (i) an\naggregate of 50,000,000 newly issued shares of common stock, no par value, of CEG Parent (the “Stock Consideration”) and\n(ii) $4.50 billion in cash minus the amount of Company Expenses. As a result of","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1168165/000110465926001780/0001104659-26-001780-index.htm","comparable_excerpt":"On May 7, 2026, as contemplated by the Business Combination Agreement and as described in the section titled “ The BCA Proposal ” beginning on pa ge 180 of the Proxy Statement/Prospectus, the Company, Enhanced and Merger Sub consummated the business combination contemplated by the Business Combination Agreement, whereby: • Merger Sub merged with and into Enhanced (the “First Merger”), with Enhanced surviving the merger as a wholly owned subsidiary of the Company;","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1956439/000162828026032558/0001628280-26-032558-index.htm"}},{"accession":"0001104659-26-057182","ticker":"RMIX","company_name":"Suncrete, Inc.","filed_at":"2026-05-07T23:59:59+00:00","headline":"Suncrete acquires Nelson Bros. Ready Mix for $42.3M cash + stock; earnout up to $18M","event_type":"m_and_a","sec_items":["1.01","2.01","3.02","7.01","9.01"],"materiality_score":0.8,"calibrated_materiality_score":0.8,"match_reasons":["same fact type: ma_transaction, material_agreement","same SEC item: 1.01, 2.01, 3.02, 7.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001104659-26-057182","json":"https://secwatch.observer/filing/0001104659-26-057182.json","markdown":"https://secwatch.observer/filing/0001104659-26-057182.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/2094433/000110465926057182/0001104659-26-057182-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/2094433/000110465926057182/tm2613866d1_8k.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"As a result of the Reorganization and the Mergers, Calpine became a wholly owned\nsubsidiary of Constellation. The merger consideration consisted of (i) an\naggregate of 50,000,000 newly issued shares of common stock, no par value, of CEG Parent (the “Stock Consideration”) and\n(ii) $4.50 billion in cash minus the amount of Company Expenses. As a result of","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1168165/000110465926001780/0001104659-26-001780-index.htm","comparable_excerpt":"Mr. Owens, Ms. Owens and JAO, the “Sellers”),\nand Jacob Owens in his capacity as representative of the Sellers. The aggregate consideration\nfor the Acquisition consisted of (i) 1,296,456 shares of Class A Common Stock, par value $0.0001 per share, of the Company (“Class\nA Common Stock”) issued to the Sellers (the “Stock Consideration”) and (ii) a $42.3 million net","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/2094433/000110465926057182/0001104659-26-057182-index.htm"}},{"accession":"0001193125-26-210245","ticker":"VSEC","company_name":"VSE CORP","filed_at":"2026-05-07T23:59:59+00:00","headline":"VSE completes $2.025B acquisition of Precision Aviation Group; 2025 revenue pro forma +50%","event_type":"m_and_a","sec_items":["2.01","1.01","2.03","7.01","9.01"],"materiality_score":0.85,"calibrated_materiality_score":0.85,"match_reasons":["same fact type: ma_transaction, material_agreement","same SEC item: 1.01, 2.01, 2.03, 7.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-210245","json":"https://secwatch.observer/filing/0001193125-26-210245.json","markdown":"https://secwatch.observer/filing/0001193125-26-210245.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/102752/000119312526210245/0001193125-26-210245-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/102752/000119312526210245/d115996d8k.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"As a result of the Reorganization and the Mergers, Calpine became a wholly owned\nsubsidiary of Constellation. The merger consideration consisted of (i) an\naggregate of 50,000,000 newly issued shares of common stock, no par value, of CEG Parent (the “Stock Consideration”) and\n(ii) $4.50 billion in cash minus the amount of Company Expenses. As a result of","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1168165/000110465926001780/0001104659-26-001780-index.htm","comparable_excerpt":"On May 5, 2026, pursuant to the Purchase Agreement, VSE acquired all of the capital stock of PAG HoldCo from the Seller for an up-front consideration equal to $2.025 billion","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/102752/000119312526210245/0001193125-26-210245-index.htm"}},{"accession":"0001493152-26-021767","ticker":"SHPH","company_name":"Shuttle Pharmaceuticals Holdings, Inc.","filed_at":"2026-05-07T23:59:59+00:00","headline":"Shuttle Pharma completes merger with United Dogecoin, pivots to crypto, raises $9.55M PIPE","event_type":"m_and_a","sec_items":["1.01","2.01","3.02","3.03","5.02","5.03","9.01"],"materiality_score":0.95,"calibrated_materiality_score":0.95,"match_reasons":["same fact type: ma_transaction, material_agreement","same SEC item: 1.01, 2.01, 3.02, 5.02, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001493152-26-021767","json":"https://secwatch.observer/filing/0001493152-26-021767.json","markdown":"https://secwatch.observer/filing/0001493152-26-021767.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1757499/000149315226021767/0001493152-26-021767-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1757499/000149315226021767/form8-k.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"As a result of the Reorganization and the Mergers, Calpine became a wholly owned\nsubsidiary of Constellation. The merger consideration consisted of (i) an\naggregate of 50,000,000 newly issued shares of common stock, no par value, of CEG Parent (the “Stock Consideration”) and\n(ii) $4.50 billion in cash minus the amount of Company Expenses. As a result of","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1168165/000110465926001780/0001104659-26-001780-index.htm","comparable_excerpt":"On May 6, 2026 (the “ Closing Date ”), Shuttle Pharmaceuticals Holdings, Inc., a Delaware corporation (“ Shuttle ” or “ Acquiror ”), completed its previously announced merger pursuant to an Agreement and Plan of Merger (the “ Merger Agreement ”), entered into on April 30, 2026 by and among the Acquiror, Shuttle Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Shuttle (“ Merger Sub ”) and United Dogecoin Inc., a Delaware corporation (the “ Company ”).","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1757499/000149315226021767/0001493152-26-021767-index.htm"}}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}