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CEGConstellation Energy

Utilities · Electric Utilities · Nasdaq
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The 10-K against last year's

222 changes: 54 added, 45 removed, 120 reworded, 3 quiet changes

10-K Feb 24, 2026 vs Feb 18, 2025
Risk FactorsRedline ↓
27.0%
of the text changed · 10,690 words now
26.9%
of the text changed · 13,969 words now
Legal ProceedingsRedline ↓
10.0%
of the text changed · 3,737 words now

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.

RemovedRisk Factors
Market Designs. 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. In addition, a significant decrease in market participation could affect market liquidity and have a detrimental effect on market stability.

Read it in 10-K 2025-02-18 at sec.gov ↗

RemovedRisk Factors
Climate adaptation risk refers to risks to our facilities or operations that may result from changes in the physical climate, such as changes to temperatures, weather patterns and sea level rise.

Read it in 10-K 2025-02-18 at sec.gov ↗

RemovedRisk Factors
For plants operated but not wholly owned by us, we could also incur liability to our co-owners. For nuclear plants not operated and not wholly owned by us, from which we receive a portion of the plants’ output, our results of operations are dependent on the operational performance of the operators and could be adversely affected by a significant event at those plants. We do not procure the fuel for the sites we do not operate. The operator's nuclear fuel procurement plan could impact our results of operations. Additionally, poor operating performance at nuclear plants not owned by us could result in increased regulation and reduced public support for nuclear-fueled energy. Closure of generating plants owned by others, or extended interruptions of generating plants or failure of transmission lines, could adversely affect transmission systems and the sale and delivery of electricity in markets served by us.

Read it in 10-K 2025-02-18 at sec.gov ↗

RemovedRisk Factors
generating units. Also, the ability of energy transmission and distribution companies to maintain the reliability, resiliency and safety of their energy delivery systems could affect our ability to deliver energy to our customers and affect our operating costs.

Read it in 10-K 2025-02-18 at sec.gov ↗

RemovedRisk Factors
We may encounter difficulties in satisfying the conditions for the completion of the Merger Agreement, including obtaining the necessary regulatory approvals, within the expected time frame or at all. Such challenges could delay the completion of the merger or impose conditions that could cause abandonment of the Merger Agreement.

Read it in 10-K 2025-02-18 at sec.gov ↗

RemovedRisk Factors
Consummation of the merger is subject to the satisfaction or waiver of specified closing conditions, including: (1) the receipt of regulatory approvals required to consummate the Merger Agreement; (2) the expiration or termination of the applicable waiting period under the HSR Act; and (3) other customary closing conditions.

Read it in 10-K 2025-02-18 at sec.gov ↗

Show the other 16
RemovedRisk Factors
Completion of the merger is conditioned upon the receipt of consents, orders, approvals or clearances, to the extent required, from various regulatory authorities, including DOJ, FERC, and public utility commissions or similar entities in certain states in which the companies operate. We cannot provide assurance that all required regulatory approvals will be obtained or that these approvals will not contain terms, conditions or restrictions that would be unacceptable and, accordingly, the merger may be delayed or may not be consummated. In connection with the required regulatory approvals and to prevent market power concerns, we are expecting to sell certain of the combined company’s PJM natural-gas-fired generating assets following the closing of the merger. The Merger Agreement generally permits us to terminate the Merger Agreement if the final terms of any of the required regulatory consents or approvals include any Burdensome Condition (as defined in the Merger Agreement).

Read it in 10-K 2025-02-18 at sec.gov ↗

RemovedRisk Factors
In addition, the Merger Agreement provides that either we or Calpine could terminate the Merger Agreement if the merger is not completed by December 31, 2025 (which date may be automatically extended to June 1, 2026, as further provided in the Merger Agreement). If the Merger Agreement is terminated under certain circumstances due to the failure to obtain regulatory approvals, the failure to obtain regulatory approvals without Burdensome Conditions, or the breach by us of our obligations in respect of obtaining regulatory approvals, we would be required to pay Calpine a termination fee of $500 million as liquidated damages.

Read it in 10-K 2025-02-18 at sec.gov ↗

RemovedRisk Factors
We are funding the transaction using $4.5 billion in cash and by issuing 50 million shares of common stock. While we expect to have cash on hand needed for closing, we would be required to complete the transaction even if we experience a cash shortfall. This could require us to obtain additional financing which may cause us to incur additional costs.

Read it in 10-K 2025-02-18 at sec.gov ↗

RemovedMD&A
As part of our capital allocation plan, our Board of Directors has authorized up to $3 billion of share repurchases of our outstanding common stock to-date, of which $991 million has yet to be exercised. See Note 19 — Shareholders' Equity of the Combined Notes to Consolidated Financial Statements for additional information.

Read it in 10-K 2025-02-18 at sec.gov ↗

RemovedMD&A
We first perform a qualitative assessment to determine whether a quantitative assessment is necessary. As part of the qualitative assessment, we evaluate, among other things, management’s best estimate of projected operating and capital cash flows for the reporting units and changes in certain market conditions, including the discount rate. Significant assumptions used in these fair value analyses include discount and growth rates, energy prices, and projected operating and capital cash flows.

Read it in 10-K 2025-02-18 at sec.gov ↗

RemovedMD&A
Along with depreciation study results, management considers expected future energy market conditions and generation plant operating costs and capital investment requirements in determining the estimated useful lives of our generating facilities and reassesses the reasonableness of estimated useful lives whenever events or changes in circumstances warrant. When a determination has been made that an asset will be retired before the end of its current estimated useful life, depreciation provisions will be accelerated to reflect the shortened estimated useful life, which could have a material unfavorable impact on future results of operations.

Read it in 10-K 2025-02-18 at sec.gov ↗

RemovedMD&A
Commodity Contracts. Identification of a commodity contract as an economic hedge requires us to determine that the contract is in accordance with the RMP. We reassess our economic hedges on a regular basis to determine if they continue to be within the guidelines of the RMP.

Read it in 10-K 2025-02-18 at sec.gov ↗

RemovedMD&A
(b)The ZEC price is expected to be $10.00/MWh for each delivery period and is subject to an annual update once full year generation is known. Following the latest annual update in August 2024, the ZEC price for the delivery period beginning June 2023 through May 2024 was calculated to be $9.95.

Read it in 10-K 2025-02-18 at sec.gov ↗

RemovedMD&A
2024 vs. 2023 Increase (Decrease) Labor, other benefits, contracting, and materials(a) $ 495 Plant retirements and divestitures 47 Change in environmental liabilities 43 Decommissioning-related activities 37 Nuclear refueling outage costs(b) 6 Asset impairments (71) Separation costs (90) Other 7 Total increase $ 474

Read it in 10-K 2025-02-18 at sec.gov ↗

RemovedMD&A
(a)Primarily reflects increased employee incentive program costs, driven by stock compensation expense and Company performance exceeding relative metrics, increased headcount, and the acquisition of STP in November 2023.

Read it in 10-K 2025-02-18 at sec.gov ↗

RemovedMD&A
Our cash flows from operating activities include the sale of energy, energy-related products, and sustainable solutions, as well as sales of nuclear PTCs. Our future cash flows from operating activities may be affected by future demand for, and market prices of, energy and our ability to continue to produce and supply power at competitive costs, as well as to obtain collections from customers.

Read it in 10-K 2025-02-18 at sec.gov ↗

RemovedMD&A
For the Years Ended December 31, Cash flows from operating activities 2024 2023 $ Change Net income (loss) $ 3,738 $ 1,577 $ 2,161 Adjustments to reconcile net income (loss) to cash: Collateral received (posted), net 1,803 (1,491) 3,294 Option premiums received (paid), net 216 26 190 Pension and non-pension postretirement benefit contributions (184) (54) (130) Changes in working capital and other noncurrent assets and liabilities(a) (9,168) (8,355) (813) Total non-cash operating activities(b) 1,131 2,996 (1,865) Net cash flows provided by (used in) operating activities $ (2,464) $ (5,301) $ 2,837

Read it in 10-K 2025-02-18 at sec.gov ↗

RemovedMD&A
Changes in our cash flows from operations were generally consistent with changes in results of operations, as adjusted by changes in working capital in the normal course of business, except as discussed below. Significant operating cash flow impacts for 2024 and 2023 were as follows:

Read it in 10-K 2025-02-18 at sec.gov ↗

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