---
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"
generated_at: "2026-05-16T11:19:29.943465+00:00"
event_type: "m_and_a"
sentiment: "positive"
materiality_score: 0.85
calibrated_materiality_score: 0.85
confidence: "high"
source: SEC EDGAR
---

# Constellation closes Calpine acquisition; issues 50M shares, $4.5B cash, names new CFO

## Summary
- 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.

## SEC filing metadata
- accession: 0001104659-26-001780
- form_type: 8-K
- cik: 0001168165
- company_name: CONSTELLATION ENERGY GENERATION LLC
- filed_at: 2026-01-07T23:59:59+00:00
- event_type: m_and_a
- sentiment: positive
- materiality_score: 0.85
- calibrated_materiality_score: 0.85
- confidence: high
- sec_items: 1.01, 2.01, 2.03, 3.02, 5.02, 7.01, 9.01
- 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

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001104659-26-001780
- JSON: https://secwatch.observer/filing/0001104659-26-001780.json
- Plain text: https://secwatch.observer/filing/0001104659-26-001780.txt

## 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_url: https://www.sec.gov/Archives/edgar/data/1168165/000110465926001780/0001104659-26-001780-index.htm
- 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_url: https://www.sec.gov/Archives/edgar/data/1168165/000110465926001780/0001104659-26-001780-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.