The 10-K against last year's
222 changes: 54 added, 45 removed, 120 reworded, 3 quiet changes
10-K 0001868275-26-000032 (2026-02-24) vs 10-K 0001868275-25-000023 (2025-02-18) Not compared: Accounting Policies.
The redline
The paragraph that changed most in each section
Marked against last year's 10-K:
cut words struck through, new words highlighted and underlined.
MD&A 393 words changed in this paragraph; it is 31% similar to last year's version.
2025 vs. 2024 vs. 2023 $ Change % Change(a) Change Description Mid-Atlantic $ 228 10.3% 965 17.5% • unfavorable cost favorable retail load revenue of ($100) associated with purchased power $700 primarily due to supply higher contracted energy prices and load relative to generation volumes primarily driven by higher prices during peak load periods and higher net transmission costs • unfavorable settlement of favorable realized economic hedges of ($75) $450 due to settled prices relative to hedged prices Midwest 200 14.3% • favorable wholesale load revenue of $325 primarily due to higher contracted energy prices; partially offset by • unfavorable cost activity due to absence of ($170) nuclear PTC revenue of $515 due to higher energy and capacity prices in the current year Midwest 999 20.8% • favorable net generation and wholesale load revenue of $730 primarily due to higher energy prices, partially offset by lower generation volumes • favorable realized economic hedges of $720 due to settled prices relative to hedged prices • favorable retail load revenue of $520 primarily due to higher contracted energy prices and load volumes • favorable net capacity revenue of $195 primarily due to higher prices • favorable net ZEC revenue of $130 primarily due to revenue recognized for Illinois ZECs delivered in prior planning years; partially offset by • unfavorable activity due to lower nuclear PTC revenue of $1,090 and lower net CMC program revenue of $210 due to higher energy and capacity prices in the current year New York 140 6.8% • favorable net generation revenue of $255 associated with purchased the sale of generation volumes relative to purchase power to supply load relative to generation volumes primarily driven by higher net transmission costs • unfavorable nuclear fuel cost of ($55) primarily due to higher amortization rates related energy prices and generation volumes • favorable retail load revenue of $110 primarily due to higher contracted energy prices • favorable ZEC program revenue of $105 primarily due to the reversal absence of the previous decision refund associated with nuclear PTC revenue; partially offset by • unfavorable activity due to absence of nuclear PTC revenue of $150 due to higher energy prices in 2020 to retire certain sites New York (173) (22.5)% the current year • favorable settlement of unfavorable realized economic hedges of $230 $185 due to settled prices relative to hedged prices ERCOT (261) (34.2)% 354 22.8% • favorable cost of $245 associated with purchased power to supply load relative to generation volumes primarily due to higher generation volumes • favorable settlement of realized economic hedges of $70 $150 due to settled prices relative to hedged prices Other Power Regions (373) (8.1)% • favorable purchased power and fuel wholesale load revenue of $390 $120 primarily due to higher contracted energy prices, partially offset by lower load volumes • favorable retail load revenue of $75 primarily due to higher contracted energy prices and load served, partially offset by the expiration of the Mystic COS volumes
Source: Item 7, 10-K 0001868275-26-000032 vs Item 7, 10-K 0001868275-25-000023
Risk Factors 157 words changed in this paragraph; it is 35% similar to last year's version.
Market Designs. Design. The wholesale markets vary from region to region with distinct rules, practices practices, and procedures. Changes in these market rules, problems with rule implementation, or failure of any of these markets could adversely affect our business. In addition, business with little notice. The imposition of price caps, the issuance of orders extending the operation of generation resources slated for retirement, the imposition of requirements that new large load secure supply from new generation resources or agree to be interrupted, policies allowing utility-owned generation in restructured states, and policies favoring new resources at the expense of existing resources may lead to a significant decrease market design that results in the premature retirement of existing resources, which would negatively affect our portfolio of assets as well as the market participation could affect as a whole. For example, PJM is considering market liquidity rule changes as part of its stakeholder process, and the Trump administration, in conjunction with Governors of PJM states, have proposed a detrimental effect on market stability. framework to govern new load connection and the generation that can serve that load. The outcome of this process is uncertain. See Item 7. Management’s Discussion and Analysis of Financial
Source: Item 1A, 10-K 0001868275-26-000032 vs Item 1A, 10-K 0001868275-25-000023
Legal Proceedings 113 words changed in this paragraph; it is 70% similar to last year's version.
In December 2021, approximately 130 insurance companies which insured Texas homeowners and businesses filed a subrogation lawsuit against multiple defendants alleging that defendants were at fault for the energy failure that resulted from the winter storm, causing significant property damage to the insureds. Subsequently, several hundred other insurance companies filed similar claims. All of these cases were combined in a Multi-District-Litigation (MDL) pending in Texas state court, which established a bellwether process to consider initial motions to dismiss by the different industry groups of defendants. Defendants filed motions to dismiss the amended complaints in five bellwether cases in July 2022. In February 2023, the court granted the motions to dismiss pertaining to us in part and denied them in part, leaving the plaintiffs' negligence and nuisance claims to proceed. Since the motions to dismiss were partially denied, thousands of new claimants, many in multiple mass tort actions, filed lawsuits in various Texas state courts naming us, among hundreds of other defendants. The majority of these cases were transferred to the MDL. The MDL involves over 200 cases brought by approximately 30,000 plaintiffs, including more than 1,300 insurance companies, and we are defendants in the majority of them. We are had also been named in an alleged class action that seeks sought to assert claims on behalf of over 4.1 million Texans within ERCOT who lost power during Winter Storm Uri. The court subsequently denied certification of the class, and plaintiffs have not presently pursued on appeal.
Source: Item 3, via Note 18 – Commitments and Contingencies, 10-K 0001868275-26-000032 vs Item 3, via Note 18 – Commitments and Contingencies, 10-K 0001868275-25-000023
Every change, by type
Sentences and paragraphs added, removed or reworded
Sentences and paragraphs of CEG's Risk Factors and MD&A, 10-K 2026-02-24 against 10-K 2025-02-18. Each links to the text at sec.gov.
AddedRisk Factors
Market Design. The wholesale markets vary from region to region with distinct rules, practices, and procedures. Changes in these market rules, problems with rule implementation, or failure of any of these markets could adversely affect our business with little notice. The imposition of price caps, the issuance of orders extending the operation of generation resources slated for retirement, the imposition of requirements that new large load secure supply from new generation resources or agree to be interrupted, policies allowing utility-owned generation in restructured states, and policies favoring new resources at the expense of existing resources may lead to a market design that results in the premature retirement of existing resources, which would negatively affect our portfolio of assets as well as the market as a whole. For example, PJM is considering market rule changes as part of its stakeholder process, and the Trump administration, in conjunction with Governors of PJM states, have proposed a framework to govern new load connection and the generation that can serve that load. The outcome of this process is uncertain. See Item 7. Management’s Discussion and Analysis of Financial
AddedRisk Factors
Condition and Results of Operations - Other Key Business Drivers for additional information on proposed PJM market reforms.
AddedRisk Factors
Expiration or termination of our PPAs and other contractual agreements may significantly reduce our revenue and allow the counterparty or customer to seek liquidated damages.
AddedRisk Factors
A material portion of our portfolio is sold under PPAs that expire at various times. We seek to extend contracts or sell any generation not sold under PPAs on a short-term basis as market opportunities arise. Our non-contracted generation is generally sold on the spot market at current market prices as merchant energy. When the terms of each of our various PPAs expire, it is possible that the price paid to us for generation under subsequent arrangements or in short-term markets may be significantly less than the price paid to us under the PPA. Without the benefit of PPAs, we may not be able to sell any or all of the capacity from these generation facilities at commercially attractive rates, and these generation facilities may not be able to operate profitably.
AddedRisk Factors
The counterparty or customer may terminate or fail to comply with the terms of our PPAs, construction agreements, commodity contracts, maintenance agreements and other contractual arrangements. Additionally, if we fail to meet our contractual obligations they may seek to enforce the liquidated damages provisions contained in such agreements.
AddedRisk Factors
Following the Calpine acquisition in January 2026, we have several government awards for projects involving cost-share agreements with the DOE, which could be affected by our inadvertent failure to comply with certain laws, rules, and regulations.
AddedRisk Factors
At five facilities, Calpine has completed or commenced front-end engineering design studies for post-combustion CCUS technology and has also received funding from the DOE for certain geothermal drilling technologies for the Geysers Assets.
AddedRisk Factors
As a recipient of federal funds under grants and cooperative agreements, in addition to our ordinary contractual obligations, we must comply with various rules and regulations applicable to entities that perform awards in support of government entities. Many of these additional obligations are contained in the terms of the awards themselves and in federal regulations, which regulate the formation, administration and performance of non-procurement federal financial assistance awards, which are subject to change. We must also comply with various national policy requirements prescribed by statute, executive order, policy guidance issued by the Executive Office of the President or other regulations subject to change.
Show the other 16
AddedRisk Factors
Additionally, our contractors must also comply with these federal requirements, and any non-compliance by our contractors or their subcontractors could similarly affect our grant status and expose us to additional risks and liabilities. While we will continue to implement audits and monitor contractual rights for our contractors, failure by our contractors to comply with all regulatory requirements fully could materially affect our business and prospects.
AddedRisk Factors
Our performance under our U.S. government awards and our compliance with the terms of those awards and applicable laws and regulations are subject to periodic investigation audits, reviews and investigations by various U.S. government agencies. The current environment may lead to increased regulatory scrutiny and sanctions for non-compliance by such agencies.
AddedRisk Factors
Compliance with these laws and regulations affects how we do business and may impose added costs on our business. Failure to comply may lead to penalties, including whole or partial suspension or termination of our U.S. government awards and/or suspension or debarment from contracting with federal agencies.
AddedRisk Factors
We are subject to risks associated with weather, including its effect on the supply and demand for electricity, as well as impacts from climate change, including extreme weather events.
AddedMD&A
In November 2025, the DOE Office of Energy Dominance Financing issued a guarantee for up to $1.0 billion for an unsecured loan from the Federal Financing Bank to support the restart of the Crane Clean Energy Center. The loan will mature in October 2055. Interest rates on the loan will be fixed upon each advance at a spread of 37.5 basis points above U.S. Treasuries of comparable maturity. Cash from operations will fund the remaining capital expenditures.
AddedMD&A
In September 2025, we reached a settlement agreement with MDE, Lower Susquehanna Riverkeeper Association, and Waterkeepers Chesapeake, that resolves all outstanding issues related to obtaining a water quality certification from MDE. As a result, MDE issued a water quality certification, clearing the way for the re-licensing and continued operation of our Conowingo hydroelectric facility. The terms of the agreement include operational improvements and commitments for water quality and resiliency, trash and debris removal, aquatic life passage, freshwater mussel restoration, dredging and invasive species management. See Note 3 — Regulatory Matters of the Combined Notes to Consolidated Financial Statements for more information.
AddedMD&A
In June 2025, we signed a 20-year PPA with Meta Platforms, Inc. (Meta) for the output of the Clinton Clean Energy Center to support Meta’s clean energy goals and operations in the region with emissions-free nuclear energy. The agreement, beginning in June 2027, supports the relicensing and continued operations of Clinton for another two decades after the state’s ZEC program expires. This deal will expand Clinton’s clean energy output by 30 megawatts through plant uprates, expected to be fully complete in 2029, and will enable the Clinton Clean Energy Center to continue to flow power onto the local grid, providing grid reliability and low-cost power to the region for decades to come. The uprates are expected to qualify for the technology-neutral clean electricity PTC (45Y) provided for by the IRA and preserved by the OBBBA for its first 10 years of operations.
AddedMD&A
On January 16, 2026, the National Energy Dominance Council, with support from Governors within the PJM territory, urged PJM to file proposed tariff revisions at FERC to address reliability and pricing within its capacity auctions. These changes aim to increase supply which is increasingly important as energy-intensive sectors expand. The proposed changes include: 1) providing revenue certainty to new generation (for instance, through a Reliability Backstop Auction to procure new, out of market capacity resources), 2) protecting residential customers from capacity price increases, 3) allocating costs to data centers through the Reliability Backstop Auctions, 4) improving load forecasting, specifically large load modeling, 5) accelerating ongoing generator interconnection studies, and 6) performing market studies to ensure the long-term viability of the PJM capacity market. While this is an emerging issue and tariff revisions have not been developed, this has the potential to impact future revenues received by our fleet.
AddedMD&A
In December 2025, FERC found PJM's tariff unjust and unreasonable because it lacked sufficient clarity and consistency regarding rates, terms, and conditions of service for serving co-located load. The order also found that the existing behind-the-meter generation rules permitting netting of load and supply were no longer just and reasonable, with certain limited exceptions. FERC also directed that PJM make three new transmission services available to co-located loads: an interim, interruptible network integration transmission service, a permanent firm contract demand service, and a non-firm contract demand service. The rates, terms and conditions for these services will be developed in upcoming compliance filings and a paper hearing at FERC in 2026, as will the scope of technical studies required to pursue service of co-located load ion such services.
AddedMD&A
We continue to see legislative support for nuclear energy generation, including the passage of the OBBBA. Signed into law in July 2025, the OBBBA both preserves certain federal tax credits from the IRA and enhances certain credits to allow advanced nuclear facilities to qualify for the energy communities bonus adder, subject to eligibility requirements. It also preserves tax credits which benefit our efforts to commercialize CCUS for natural gas power generation and maintains tax credits for geothermal and certain other investments. Overall, the OBBBA reinforces the long-term economic viability of our nuclear generation assets. See Note 3 — Regulatory Matters of the Combined Notes to Consolidated Financial Statements for more information.
AddedMD&A
For reporting units with goodwill, we perform a qualitative assessment to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying value. As part of the qualitative assessment, we evaluate macroeconomic conditions, such as deterioration in general economic conditions, industry and market considerations, cost factors, and overall financial performance. If we determine, on the basis of qualitative factors, that the fair value of the reporting unit is more likely than not greater than the carrying amount, no further testing is required.
AddedMD&A
If the qualitative test determines that it is more likely than not that the fair value of the reporting unit is less than its carrying amount, a quantitative goodwill impairment test is performed by calculating the fair value of the reporting unit and comparing it to its carrying amount. The fair value of the reporting units is calculated using a weighted combination of the income approach, which estimates fair value based on discounted cash flows, and the market approach, which estimates fair value based on market comparables in our industry. The income approach uses our internal forecasts to determine estimated cash flows and uses significant assumptions including, but not limited to growth rates, discount rates, customer attrition rates, useful lives, and tax rates. These assumptions are used to arrive at estimated cash flows which are inherently uncertain. Similarly, while comparables used in the market approach are determined to be a reasonable proxy for the fair value of the reporting unit, there is judgment involved and the actual fair value may be different than the fair value implied by the market approach. If the carrying amount of the reporting unit is greater than its fair value, the reporting unit’s goodwill is impaired. The goodwill impairment loss is the difference between the reporting unit’s fair value and carrying amount, and is recorded as a reduction to goodwill and a charge to operating expense.
AddedMD&A
The acquisition of Calpine is expected to add a significant amount of goodwill to our balance sheet which will be assessed for impairment in accordance with our policy described above.
AddedMD&A
authoritative guidance, could result in previously excluded contracts becoming in scope of existing authoritative guidance.
AddedMD&A
(d)Reflects acquisition-related costs associated with the Calpine merger. The majority of these expenses are not tax deductible.
AddedMD&A
(b)Includes unrealized gains (losses) resulting from an equity investment in a publicly traded company. We record the fair value of this investment in Other deferred debits and other assets in the Consolidated Balance Sheets based on quoted market price of the stock.