Constellation Energy Corp (CEG) Business

ITEM 1. BUSINESS

General

On February 21, 2021, the Board of Directors of Exelon authorized management to pursue a plan to separate its competitive generation and customer-facing energy businesses, conducted through Constellation and its subsidiaries, into an independent, publicly traded company. CEG Parent, a Pennsylvania corporation and a direct, wholly owned subsidiary of Exelon, was newly formed for the purpose of separation and had not engaged in any activities except in preparation for the distribution. On February 1, 2022, Exelon completed the separation by distributing all the outstanding shares of the Company’s common stock, on a pro rata basis to the holders of Exelon’s common stock, with the Company holding all the interests in Constellation previously held by Exelon (the “Separation”). As of 2002, Constellation has been an individual registrant concurrent with the registration of its public debt under the Securities Act. As an individual registrant, Constellation has historically filed consolidated financial statements to reflect their financial position and operating results as a stand-alone, wholly owned subsidiary of Exelon.

Unless otherwise indicated or the context otherwise requires, references herein to the terms “we,” “our,” “us” and “the Company” refer collectively to CEG Parent and Constellation. See Glossary for defined terms.

On January 7, 2026, Constellation acquired all of the outstanding equity interests of Calpine in a cash and stock transaction. Unless otherwise noted, information in this Form 10-K excludes Calpine. For further information regarding the transaction, refer to Note 2 — Mergers, Acquisitions, and Dispositions of the Combined Notes to Consolidated Financial Statements.

Our Business

Following the merger with Calpine in January 2026, we are the largest private-sector power producer in the world and the nation’s largest producer of clean and reliable energy. With 55 GWs of capacity from nuclear, natural gas, geothermal, hydro, wind and solar facilities, our fleet has the generating capacity to power the equivalent of 27 million homes, providing about 10% of the nation’s clean energy and delivering the around-the-clock reliability needed to power America’s growing economy. We are also the largest nuclear energy company in the U.S. and a leading competitive retail supplier, serving approximately 2.5 million customer accounts nationwide, including three-fourths of the Fortune 100. We are committed to investing in innovation and new technologies to drive the transition to a reliable, sustainable and secure energy future.

After considering divestitures connected with certain regulatory approvals, our merger with Calpine added approximately 23 GWs across 72 generation and battery storage assets, providing reliable power resources in areas experiencing significant demand growth. Calpine is the nation’s largest generator of electricity from natural gas and geothermal resources, according to S&P Global Market Intelligence, with a strong footprint in Texas, California, and the Northeast regions of the U.S. Natural gas‑fired generation remains an essential component of the U.S. energy transition due to its low emissions profile, high reliability, and potential for future emissions‑abatement technologies. Calpine’s portfolio also includes solar and battery storage assets, strengthening our ability to deliver a balanced mix of baseload, intermediate, and peak generation necessary to maintain reliability of the electrical grid. The high-quality and geographic concentration of Calpine’s dispatchable fleet complements our existing portfolio and enhances our ability to meet growing demand for clean, reliable power nationwide.

Calpine's retail energy platform adds approximately 62 TWhs of annual load to our business, and allows us to expand our C&I and residential customer base, creating incremental sales channels across the country. With the addition of Calpine, we add approximately 2,500 employees who are dedicated to operational excellence and a shared commitment to serving customers.

Refer to Note 2 — Mergers, Acquisitions, and Dispositions of the Combined Notes to Consolidated Financial Statements for additional information on our acquisition of Calpine.

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Our Operations

We operate the largest emissions-free generation fleet in the nation and are one of the largest competitive electric generation companies in the nation, as measured by owned and contracted MWs. Our fleet is the cleanest large generation portfolio in the country according to the 2025 ERM Report: Benchmarking Air Emissions of the 100 Largest Electric Power Producers in the United States.

At December 31, 2025, our owned generating resources had a total capacity of 31,676 MWs, consisting of the following:

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(a)Net generation capacity is stated at proportionate ownership share. See ITEM 2. PROPERTIES for additional information.

(b)Includes wind, hydroelectric, and solar generating assets.

In addition to the owned generating resources above, at December 31, 2025, we had contracted generation with a total capacity of 4,798 MWs, which represents electric supply procured under unit-specific agreements.

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The following map illustrates the locations of our owned generation facilities as of December 31, 2025:

Our Owned Generation Fleet Map(a)(b)

Owned Assets

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(a)One symbol is included per location. Some locations may have multiple generating units. Locations in tight geographic proximity may appear as one symbol. Units that are not currently operational are not captured.

(b)Does not reflect Grand Prairie Generating Station (Gas/Other), located in Alberta, Canada.

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We have five reportable segments, as described in the table below, representing the different geographic regions in which our owned generating resources are located and our customer-facing activities are conducted.

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(a)See Note 5 — Segment Information of the Combined Notes to Consolidated Financial Statements for additional information on reportable segments.

(b)Net generation capacity is stated at proportionate ownership share as of December 31, 2025. See ITEM 2. PROPERTIES for additional information.

The following table shows our total owned sources of electric supply of 204,944 GWhs and 208,434 GWhs for 2025 and 2024, respectively, which includes the proportionate share of output where we have an undivided ownership interest in jointly-owned generating plants.

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(a)Includes wind, hydroelectric, and solar generating assets.

In addition to the owned generation above, we also had purchased power from the spot energy markets that are administered by the RTOs/ISOs and bilateral transactions of 63,999 GWhs and 60,983 GWhs for the years ended December 31, 2025 and 2024, respectively. See ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS for additional information on electric supply sources.

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Nuclear Facilities

Our nuclear fleet is the nation’s largest, with current generating capacity of approximately 22 GWs, producing 183 TWhs of zero-emissions electricity during 2025 – enough to power 16 million homes and avoid more than 122 million metric tons of carbon emissions according to the EPA GHG Equivalencies Calculator. We have ownership interests in 14 nuclear generating stations currently in service, consisting of 25 units. As of December 31, 2025, we wholly own all our nuclear generating stations, except for undivided ownership interests in five jointly-owned nuclear stations: Quad Cities (75% ownership), Peach Bottom (50% ownership), Salem (42.59% ownership), NMP Unit 2 (82% ownership), and STP (44% ownership), that are reflected in our consolidated financial statements relative to our proportionate ownership interest in each unit. See ITEM 2. PROPERTIES for additional information on our nuclear facilities.

In September 2024, we executed a 20-year PPA with Microsoft that will support the restart of Three Mile Island Unit 1, renamed as the Crane Clean Energy Center, which was retired in 2019 for economic reasons. Under the agreement, Microsoft will purchase the output generated from the renewed plant which includes energy, capacity and emissions-free attributes as part of its goal to help power its data centers in PJM with clean reliable energy. The site, once operational, will have approximately 835 MWs of emissions-free capacity. The timing of the restart is subject to certain regulatory approvals, interconnection-related construction, permitting, and obtaining a renewed operating license. In November 2025, the DOE Office of Energy Dominance Financing issued a guarantee for up to $1.0 billion as an unsecured loan to support the restart of the Crane Clean Energy Center. See Note 16 — Debt and Credit Agreements of the Combined Notes to Consolidated Financial Statements for additional information.

We operate all of our nuclear generating stations, except for the units at Salem and STP, which are operated by PSEG Nuclear, LLC (an indirect, wholly owned subsidiary of PSEG) and STPNOC, respectively. We have consistently operated our nuclear plants at best-in-class levels. During 2025, 2024, and 2023, our nuclear generating facilities achieved capacity factors(a) of 94.7%, 94.6%, and 94.4%, respectively, at ownership percentage. The nuclear capacity factor has been approximately four percentage points better than the industry average annually since 2013.

Capacity factors, which are significantly affected by the number and duration of refueling and non-refueling outages, can have a material impact on our results of operations. In 2025, we achieved an average refueling outage duration of 22 days for units we operate. We achieved an average refueling outage duration of 19 and 21 days in 2024 and 2023, respectively, against industry averages of 33 and 38 days, respectively.

We manage our scheduled refueling outages to minimize their duration and to maintain high nuclear generating capacity factors, resulting in a stable supply position for our wholesale and retail power marketing activities. In 2025, 2024, and 2023, electric supply (in GWhs) generated from our nuclear generating facilities was 68%, 67%, and 65%, respectively, of our total electric supply.

During scheduled refueling outages, we perform maintenance and equipment upgrades in order to maintain safe, reliable operations and to minimize the occurrence of unplanned outages. In addition to the maintenance and equipment upgrades performed by us during scheduled refueling outages, we have extensive operating and security procedures in place to ensure the safe operation of our nuclear units. We also have extensive safety systems in place to protect the plant, personnel, and surrounding area in the unlikely event of an accident or other incident.

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(a)Capacity factor is defined as the ratio of the actual output of a unit (or combination of units) over a period of time to its output if the unit had operated at net monthly mean capacity for that time period. See ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS — Financial Results of Operations for additional information.

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All of our nuclear units were originally licensed by the NRC for 40 years and have since received 20-year operating license renewals. Additionally, PSEG and STPNOC have received 20-year license renewals for the Salem and STP units, respectively. Peach Bottom and Dresden have received subsequent license renewal from the NRC for a second 20-year term, extending their operating period to a total 80-year term. We plan to pursue a subsequent license renewal for Crane in 2029. PSEG has also announced plans to pursue a subsequent license renewal for Salem in 2027. See Note 3 — Regulatory Matters of the Combined Notes to Consolidated Financial Statements for additional information on Peach Bottom's subsequent license renewal.

The following table summarizes the current license expiration dates for our nuclear facilities currently in service:

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(a)Denotes year in which nuclear unit began commercial operations.

Following recent improvements by the NRC, the operating license renewal process takes approximately three years from commencement, which includes approximately two years for us to develop the application and approximately 12 months for the NRC to review the application. Future rulemaking could further reduce the timelines for developing and reviewing the application. Depreciation provisions correspond with the expiration of the current NRC operating license denoted in the table above, except for Braidwood, Byron, LaSalle, NMP Unit 1, Quad Cities, Ginna, and Salem, which are based on the estimated useful lives of the stations including expectations for an additional 20-year term beyond current license expiration. See Note 3 — Regulatory Matters and Note 8 — Property, Plant, and Equipment of the Combined Notes to Consolidated Financial Statements for additional information. While the table above provides the date through which we are licensed to operate our nuclear plants, we may choose to retire certain plants earlier than the license expiration date if the economics do not support our continued operation of those plants.

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Natural Gas and Oil Facilities

We operate approximately 7 GWs of natural gas and oil-fueled generation assets which provide a mix of baseload, intermediate, and peak power generation. We wholly own all our natural gas and oil facilities except for Wyman, which is operated by the principal owner, NextEra Energy Resources LLC, a subsidiary of NextEra Energy, Inc. See ITEM 2. PROPERTIES for additional information regarding these generating facilities. Natural gas and oil generation plants are generally not licensed, and therefore, the decision on when to retire plants is, fundamentally, a commercial one.

In 2025, 2024, and 2023, electric supply (in GWhs) generated from our owned natural gas and oil generating facilities was 6%, 8%, and 9%, respectively, of our total electric supply. Our natural gas and oil fleet has similarly demonstrated a track record of strong performance with a Dispatch Match(a) of 97.9%, 97.4%, and 98.5% in 2025, 2024, and 2023, respectively.

With our acquisition of Calpine in January 2026, the composition of our fleet changes materially with a higher concentration of natural gas facilities. Calpine owns 21 GWs of natural gas-fired generation, primarily consisting of combined cycle gas turbine plants in the Texas, California, and Northeast regions of the United States. Calpine's modern natural gas fleet is part of the backbone of the U.S. electrical grid, enabling the transition away from coal-fired generation and supporting the growth of intermittent renewable resources while maintaining reliability.

Renewable Facilities (including Hydroelectric)

Our renewable portfolio includes approximately 2.6 GWs of hydroelectric, wind, and solar generation assets, of which the electric supply (in GWhs) generated in 2025, 2024, and 2023 represented 2% of our total electric supply. Our Renewables Energy Capture(b) was 96.6%, 96.1%, and 96.4% in 2025, 2024, and 2023, respectively. We wholly own our renewable facilities except for certain wind project entities and CRP. See ITEM 2. PROPERTIES for additional information regarding these generating facilities and Note 21 — Variable Interest Entities of the Combined Notes to Consolidated Financial Statements for additional information regarding CRP, which is a VIE.

FERC has the exclusive authority to license most non-federal hydropower projects located on navigable waterways or federal lands, or connected to the interstate electrical grid, which include our Conowingo Hydroelectric Project (Conowingo) and Muddy Run Pumped Storage Facility Project (Muddy Run). Muddy Run's license expires on December 1, 2055 and is currently being depreciated over an estimated useful life that corresponds with the available license term. In March 2021, FERC issued a new 50-year license for Conowingo, which was subsequently vacated in December 2022. In September 2025, we reached a settlement agreement with MDE, Lower Susquehanna Riverkeeper Association, and Waterkeepers Chesapeake which allows us to move forward with resubmitting the license application with FERC. We cannot currently predict when FERC will issue the new license. Depreciation provisions continue to assume an estimated useful life through 2071 in anticipation of the license expiration date being restored. See Note 3 — Regulatory Matters of the Combined Notes to Consolidated Financial Statements for additional information on the status of Conowingo's license. Wind and solar generation assets are generally not licensed, and therefore, the decision on when to retire plants is, fundamentally, a commercial one.

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(a)Dispatch Match is used to measure the responsiveness of a unit to the market, expressed as the total actual energy revenue net of fuel cost relative to the total desired energy revenue net of fuel cost. Factors having an adverse effect on Dispatch Match include forced outages, derates, and failure to operate to the desired generation signal.

(b)Renewable Energy Capture is an indicator of how efficiently the installed assets capture the natural energy available from the wind, the sun, and water. Renewable Energy Capture represents an energy-based fraction, the numerator of which is the energy produced by the sum of the wind turbines, solar panels, and run-of-river hydroelectric operations in the year, and the denominator of which is the total expected energy to be produced during the year, with adjustments made for certain events that are considered non-controllable, such as force majeure events, serial design-manufacturing equipment failures, and transmission curtailments. Renewable Energy Capture for the combined wind, solar, and run-of-river hydroelectric fleet is weighted by the relative site projected pre-tax variable revenue.

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The acquisition of Calpine in January 2026 adds the Geysers Assets to our renewable portfolio, which is the largest geothermal power generation portfolio in the U.S., and the largest single renewable energy asset in California. The Geysers Assets consist of 13 operating geothermal plants located in Northern California, with an operating capacity of approximately 730 MWs. Calpine also contributes approximately 800 MWs of battery storage facilities to our portfolio, largely based in California.

Contracted Generation

In addition to energy produced by our owned generation assets, we source electricity from generators we do not own under long-term contracts. The following tables summarize our long-term contracts to purchase unit-specific physical power with an original term in excess of one year in duration, by segment, in effect as of December 31, 2025:

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Customer-Facing Business

Based on data from EEI, we are the nation’s largest energy supplier for C&I and residential power volumes. Through our integrated business operations, we sell electricity, natural gas, and other energy-related products and sustainable solutions to various types of customers, including distribution utilities, municipalities, cooperatives, and commercial, industrial, public sector, and residential customers in markets across multiple geographic regions. We serve approximately 2 million total customer accounts, including three-fourths of Fortune 100 companies, and approximately 1.4 million residential customers.

We are a leader in electric power supply, serving approximately 204 TWhs in 2025 through sales to retail customers and wholesale load auctions to a geographically diverse customer base. The following table illustrates these volumes across our five reportable segments:

2025 Electric Power Supply (TWhs) Served (a)

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(a)Includes retail load and wholesale load auction volumes only. Electric generation in excess of our total retail and wholesale load would be sold in the respective RTO or ISO in which our facility is located. Other includes New England, South, and West.

We are active in all domestic wholesale power and gas markets that span the entire lower 48 states and have complementary retail activity across many of those states. We typically obtain power supply from the market to meet our wholesale and retail obligations. Our market risk is mitigated by our owned and contracted generation located in multiple geographic regions. The commodity risks associated with the output from owned and contracted generation are managed using various commodity transactions including sales to retail customers, trades on commodity exchanges, bilateral contracts, and sales to wholesale counterparties in accordance with our hedging program. See further discussion of the hedging program in the Price and Supply Risk Management section below. The main objective is to obtain low-cost energy supply to meet physical delivery obligations to both our wholesale and retail customers.

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Retail Market

Retail competition in states across the U.S. range from full competition of energy suppliers for all retail customers (commercial, industrial, public sector, and residential) to partial retail competition available up to a capped amount for C&I customers only. We are a leader in retail energy supply, serving approximately 147 TWhs of electric power retail load primarily to C&I customers across multiple geographic regions in the U.S. We also served approximately 800 Bcf of gas in 2025.

Geographically Diverse Footprint in Retail Market

Strong customer relationships are a key part of our customer-facing business strategy, as demonstrated by our high renewal rates. Retail customer renewal rates have been strong over the last ten years across C&I power customer groups with average contract terms of approximately two years and customer duration of approximately six years, with many customers well beyond these metrics. Specifically, we enjoyed renewal rates of 77% for C&I power customers and 84% for C&I gas customers in 2025, owing to both our competitive pricing as well as our strong customer relationships. Our consistently high renewal rates are driven by our ability to provide customized solutions and deliver focused attention to our customers’ needs. We are also successful at acquiring new customers by offering innovative products and solutions that meet their needs. In addition to our high customer renewal rates, we have produced consistently high new win rates within C&I power as well, acquiring nearly one out of every three new customers who have chosen to shop with us over the past seven years.

High customer satisfaction levels, market expertise, stability, and scale-driven growth have resulted in a historically proven business with consistent margins. While providing customers with a competitive price is a key focus, we leverage our broad suite of electric and gas product structures, oftentimes customized, to provide customers with the commodity solution and information that best fits their needs. It is this attention to the customer that creates the durable and repeatable value highlighted in these statistics.

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Consumer purchasing strategies have trended from direct supply relationships to third-party relationships with several customers looking to third-party consultants and brokers to find suppliers like us to reduce costs and evaluate the increasing number of options available for expanding energy solutions beyond the commodity. In response, we have expanded our third-party capabilities, created scale through a comprehensive support structure, and enhanced digital applications providing tools, tracking, and measurement, as well as the ability to extend the reach of our sustainability solutions to drive additional market share. While this trend of customers using third parties to find suppliers has slowed in recent years, we have remained the market leader in direct C&I sales with over 32% of the C&I market share of direct customer business, driven by our highly experienced and long-tenor direct sales team.

Wholesale Market

Our wholesale channel-to-market involves the sale of electricity among electric utilities and electricity marketers before it is eventually sold to end-use consumers. In 2025, we served approximately 57 TWhs of power load across competitive utility load procurement and bilateral sales to municipalities, co-ops, and other wholesale entities. Complementary to our national retail customer portfolio, we have several decades of relationships with wholesale counterparties across all domestic power markets as a means of both monetizing our own generation, as well as sourcing contracted generation to meet customer and portfolio needs. With increased customer demand for sustainability and reliability, our ability to source contracted generation has provided a capital-light way for us to provide customers with long-term solutions they are demanding to support a clean and resilient energy ecosystem. This creates durable customer relationships and repeatable business through the ability to respond to customer and marketplace trends. Similarly, this contracting acumen provides the ability to supplement our native generation with other non-renewable assets to meet changing portfolio needs in a financially efficient manner. In our wholesale gas business, we participate across all parts of the gas value chain, including trading, transport and storage, and physical supply.

Energy Solutions

As one of the largest customer-facing platforms in the U.S., we benefit from significant economies of scale, that allow us to provide our customers with competitively priced energy and to structure highly tailored solutions targeted to a customer’s unique power needs and clean energy goals. Our CORe+ product serves C&I customers' sustainability needs by matching contracted, third-party new-build renewable generation with customer desire to add additional carbon-free generation to the grid with a preference to be located within the same region as their load. In 2025, we continued to see growing demand for our Hourly Carbon-Free Energy (CFE) product and platform, as we have closed several additional Hourly CFE transactions with a strong pipeline of interested prospects. Achieving 100% carbon-free power is a key sustainability goal for many organizations. As customers make the transition to 100% hourly carbon-free power, many are looking to bridge the gap between their real-time electricity demand and available sources of carbon-free power. Our Hourly CFE platform and associated products match carbon-free generation every hour with a customer’s load, along with appropriate tracking and retirement of hourly attributes in the applicable registry. Many existing CORe+ customers are converting to 100% Hourly CFE with existing nuclear filling in the gaps of the hours renewable generation is not producing. Further, we are seeing interest from large C&I customers in long-term contracting for our nuclear facilities for energy, capacity, and carbon-free attributes. In addition to larger-scale CORe+ offerings, bundled and unbundled long-term nuclear agreements, and Hourly CFE, we offer a range of sustainability solutions to customers (e.g., RECs, EFECs, RINs, RNG, carbon offsets, Demand Response, etc.) as well as offers for carbon-free generation attributes to support their needs during the transition to a carbon-free energy ecosystem.

We also partner with our customers to provide energy efficiency options to meet their emissions-free energy goals. Our energy efficiency products provide the ability to optimize performance and maximize efficiency across customer facilities and operations through contract structures that include implementation of energy efficiency upgrades and behind-the-meter solutions with no upfront capital requirements. Additionally, these service offerings provide scalable solutions to meet sustainability goals through investment across the life of the facility or operations and allow for greater budget certainty. The ongoing ability to optimize energy consumption for customers allows us to support customer demands with the right combination of technology and efficiency program options.

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In addition to sustainability solutions, data and analytics have also become increasingly important for our customers. Constellation Navigator delivers customized paths and sustainable solutions for customers to set and meet their environmental and energy management goals. Driven by advanced technology platforms and experienced advisors, it provides strategies to help organizations understand their baseline emissions and reduce their carbon footprints. Constellation Navigator helps businesses solve challenges across the energy lifecycle including utility bill management, carbon accounting, rebate administration, energy efficiency audits, and sustainability advisory services. These platforms and services provide new avenues for incremental growth by coupling the opportunities for customer usage optimization with accompanying products and sustainable solutions that we can provide to customers. These types of data and analytical services allow us to grow our customer base in previously inaccessible regulated markets by offering non-commodity energy-related products and sustainable solutions.

We continue to look for new and innovative products and solutions to bring to our customers. Constellation Technology Ventures (CTV) is our venture investing business, focused on championing innovation and scaling breakthrough technologies. CTV invests in a broad range of companies developing products and solutions that expedite the shift towards cleaner, resilient, and sustainable forms of energy. Our portfolio spans diverse areas, and consists of both established and emerging companies looking to advance the energy industry. CTV collaborates with Constellation's operating businesses and customers, harnessing portfolio companies' strengths to propel mutual growth and value for all stakeholders.

Price and Supply Risk Management

We leverage a combination of wholesale and retail customer load sales, federal and state programs, as well as non-derivative and derivative contracts, all with credit-approved counterparties, to hedge the commodity price risk of our generation portfolio.

Beginning in 2024, our existing nuclear fleet is eligible for a nuclear PTC, an important tool in managing commodity price risk for each nuclear unit not already receiving state support. The nuclear PTC provides increasing levels of support as unit revenues decline below levels established in the IRA and is further adjusted for inflation annually through the duration of the program based on the GDP price deflator for the preceding calendar year. See Note 3 — Regulatory Matters and Note 6 — Government Assistance of the Combined Notes to Consolidated Financial Statements for additional information.

In locations and periods where our load serving activities do not naturally offset existing generation portfolio risk, remaining commodity price exposure is managed through portfolio hedging activities. Portfolio hedging activities are generally concentrated in the prompt three years, when customer demand and market liquidity enable effective price risk mitigation. During this prompt three-year period, we seek to mitigate price risk associated with our load serving contracts, non-nuclear generation, and any residual price risk for our nuclear generation that the nuclear PTC and state programs may not fully mitigate. We also enter transactions that further optimize the economic benefits of our overall portfolio.

A portion of our hedging strategy may be implemented using fuel products based on assumed correlations between power and fuel prices. Our risk management group monitors the financial risks of the wholesale and retail power marketing activities.

The cycle of production and utilization of nuclear fuel includes the mining and milling of uranium ore into uranium concentrates, the conversion of uranium concentrates to uranium hexafluoride, the enrichment of the uranium hexafluoride, and the fabrication of fuel assemblies. Nuclear fuel is obtained predominantly through long-term contracts for uranium concentrates, conversion services, enrichment services, (or a combination thereof) and fabrication services, including contracts sourced from Russia. We have inventory in various forms and engage a diverse set of domestic and international suppliers to secure the nuclear fuel needed to continue to operate our nuclear fleet. We manage various risks around our nuclear fuel requirements in accordance with our fuel procurement policy limiting our transactions with each supplier to mitigate concentration of risk. The size of our inventory holdings and forward contractual coverage considers our refueling needs across multiple years to protect against supply disruptions and near-term price volatility, while allowing for capital flexibility. Our fuel procurement activities comply with all U.S. and international trade laws and we continue to take advantage of all available avenues to ensure continuity in our nuclear fuel supply, including working with the U.S. government and our diverse set of suppliers to secure the nuclear fuel needed to continue to operate our nuclear fleet long-term.

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Natural gas is procured through long-term and short-term contracts, as well as through spot-market purchases. We also enter into natural gas transportation and storage contracts that allow us to source reliable and cost-effective natural gas for our fleet and to take advantage of favorable market pricing, regardless of when the gas is used in our operations. Fuel oil inventories are managed so that, in the winter months, sufficient volumes of fuel are available in the event of extreme weather conditions and during the remaining months to take advantage of favorable market pricing.

See ITEM 1A. RISK FACTORS, ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, Critical Accounting Policies and Estimates and Note 15 — Derivative Financial Instruments of the Combined Notes to Consolidated Financial Statements for additional information regarding derivative financial instruments. See ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK for additional information on hedging and risk management.

Seasonality

Our operations are affected by weather, which affects demand for electricity and natural gas. The market price for electricity is also affected by changes in the demand for electricity and the available supply of electricity. With respect to the electric business, very warm weather in summer months and, with respect to the electric and natural gas businesses, very cold weather in winter months is generally referred to as “favorable weather conditions” because those weather conditions result in increased demand for electricity and natural gas. Conversely, mild weather reduces demand. As a result, our operating results in the future may fluctuate substantially on a seasonal basis, especially when more severe weather conditions such as heat waves or extreme winter weather make such fluctuations more pronounced. The pattern of this fluctuation may change depending on the type and location of the facilities owned, the wholesale and retail load served and the terms of contracts to purchase or sell electricity. See ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK for additional information.

Weather can also impact our operating conditions. See ITEM 1A RISK FACTORS for additional information regarding risks related to operational factors. To mitigate the potential for weather to impact our operations, we conduct seasonal readiness reviews at our power plants to ensure availability of fuel supplies and equipment performance before entering the summer and winter seasons. We also consider and review national climate assessments to inform our longer-term planning. Our nuclear assets are resilient to weather extremes and are capable of generating emissions-free electricity 24 hours a day, even during unexpectedly cold winter events and hot summer events.

Insurance

We are subject to liability, property damage, and other risks associated with major incidents at our generating stations. We have reduced our financial exposure to these risks through insurance, both property damage and liability, and other industry risk-sharing provisions. We also maintain business interruption insurance for certain of our renewable assets, but not for our other generating stations unless required by contract or financing agreements. We are self-insured to the extent that any losses may exceed the amount of insurance maintained or are within the policy deductible for our insured losses.

See Note 18 — Commitments and Contingencies of the Combined Notes to Consolidated Financial Statements for insurance specific to our nuclear facilities.

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Regulation

FERC Regulation. CEG Parent's subsidiaries include public utilities as defined under the Federal Power Act that are subject to FERC’s exclusive ratemaking jurisdiction over wholesale sales of electricity and the transmission of electricity in interstate commerce. Under the Federal Power Act, FERC has the authority to grant or deny market-based rates for sales of energy, capacity, and ancillary services to ensure that such sales are just and reasonable. FERC’s jurisdiction over ratemaking includes the authority to suspend the market-based rates of utilities and set cost-based rates should FERC find that its previous grant of market-based rates authority is no longer just and reasonable. Other matters subject to FERC jurisdiction include, but are not limited to, emergency orders requiring power plants to operate or mandate temporary electricity connections; certain third-party financings; review of certain mergers involving public utilities; certain dispositions of jurisdictional facilities and acquisitions of securities of another public utility or an existing operational generating facility; certain affiliate transactions; certain intercompany financings and cash management arrangements; certain internal corporate reorganizations; and certain holding company acquisitions of public utility and holding company securities.

RTOs and ISOs are FERC-regulated entities that exist in several regions to provide transmission service across multiple transmission systems. FERC has approved PJM, MISO, ISO-NE, and SPP as RTOs and CAISO and NYISO as ISOs. These entities are responsible for regional planning, managing transmission congestion, developing wholesale markets for energy and capacity, maintaining reliability, market monitoring, and the scheduling of physical power transactions in the region. ERCOT is not subject to regulation by FERC but performs a similar function in Texas to that performed by RTOs and ISOs in markets regulated by FERC.

NRC Regulation. We are subject to the jurisdiction of the NRC with respect to the operation of our nuclear generating facilities, including the licensing for operation of each unit. The NRC subjects nuclear generating stations to continuing review and regulation covering, among other things, operations, maintenance, emergency planning, security, and environmental and radiological aspects of those stations. As part of its Reactor Oversight Process, the NRC continuously assesses unit performance indicators and inspection results and communicates its assessment on a semi-annual basis. The NRC may modify, suspend, or revoke operating licenses and impose violations and/or civil penalties for failure to comply with the Atomic Energy Act, NRC regulations, or the terms of the operating licenses or orders. Changes in requirements by the NRC may require a substantial increase in capital expenditures and/or operating costs for our nuclear generating facilities. NRC regulations also require that licensees of nuclear generating facilities demonstrate reasonable assurance that funds will be available in specified minimum amounts at the end of the life of the facility to decommission the facility. We meet the ultimate decommissioning funding obligation through the use of dedicated NDT funds. See ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS — Liquidity and Capital Resources; Critical Accounting Policies and Estimates — Nuclear Decommissioning Asset Retirement Obligations; and Note 10 — Asset Retirement Obligations and Note 17 — Fair Value of Financial Assets and Liabilities of the Combined Notes to Consolidated Financial statements for additional information regarding our NDT funds and decommissioning obligations.

Our operations are also subject to the jurisdiction of various other federal, state, regional, and local agencies, and federal and state environmental protection agencies. Additionally, we are subject to NERC mandatory reliability standards, which protect the nation’s bulk power system against potential disruptions from cyber and physical security breaches.

Active External Engagement

Our business is at the intersection of heavy capital deployment, complex microeconomics and high-profile public policy. Through active external engagement with key stakeholders on behalf of our business and customers, we believe we can support the effective design and operation of the electric markets. We are the nation’s largest producer of clean and reliable energy and following the Calpine merger we are the largest private-sector power producer in the world, and we bring an informed perspective to public policy discussions at the state, regional and national levels. Our consistently rigorous and balanced advocacy has made our perspective one that is sought out by key decision makers when considering the path forward in legislative and policy arenas.

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Strategy and Outlook

Strategy

We believe shareholder value is built on a foundation of operational excellence and the pairing of our reliable energy fleet with our customer-facing platform. We are committed to maintaining investment grade credit ratings. We focus on optimizing cash returns through a disciplined approach to safe and efficient operations and cost management, underpinned by stable and durable margins from our customer-facing business and coupled with distinct payments to our generation plants for the clean, reliable, and available energy they provide to customers. We may pursue future growth opportunities that provide additional value building on our core businesses, or expanding our competitive advantages. We are committed to maintaining a strong balance sheet, providing our customers with cost-effective and sustainable solutions to meet their energy needs, and returning value to our shareholders.

The demand for reliable, emissions-free energy and sustainability solutions continues to grow across the country. We aim to meet the growing energy needs of all our customers. We continue to serve as a partner to businesses and public entities to help meet their energy and sustainability needs.

We are committed to maintaining sufficient financial liquidity and an appropriate capital structure to support safe, secure and reliable operations, even in volatile market conditions. We believe our investment grade credit rating is a competitive advantage and we intend to maintain our credit position and best-in-class balance sheet. In line with that commitment, available cash flow will first be used to meet investment grade credit targets, with incremental capital allocated towards disciplined growth and shareholder return. We will build upon a strong compliance and risk management foundation and recognize the critical role this serves in maximizing operational results. We will continue to manage cash flow volatility through prudent risk management strategies across our business.

Growth Opportunities. We continually evaluate growth opportunities aligned with our businesses, assets, and markets leveraging our expertise in those areas and offering durable returns. We may pursue growth opportunities that optimize our core business or expand upon our strengths, including, but not limited to the following:

•Opportunistic energy acquisitions and generation development opportunities with a focus on reliability,

•Create new value from the existing fleet through nuclear uprates and license extensions, repowering of renewables, serving data economy customers, long-term power purchase agreements, and other opportunities,

•Grow solutions for our customers focused on clean energy, efficiency, storage and electrification; help our C&I customers develop and meet sustainability targets, and

•Continue to monitor opportunities to participate in advanced nuclear and CCUS as well as investments in battery storage and solar to maintain our leadership position as stewards of an emissions-free energy future.

We will employ a disciplined approach to acquisitions that grow future cash flow and support strategic initiatives. This strategy was realized, in part, with the acquisition of Calpine, a combination that brings together premier nuclear, natural gas, and geothermal fleets with a leading commercial platform to deliver innovative customer solutions and strengthen U.S. energy leadership, national security, and economic prosperity. See Note 2 — Mergers, Acquisitions, and Dispositions of the Combined Notes to Consolidated Financial Statements for additional information on our acquisition of Calpine.

Various market, financial, regulatory, legislative and operational factors could affect our success in pursuing these strategies. We continue to assess infrastructure, operational, policy, and legal solutions to these issues. See ITEM 1A. RISK FACTORS for additional information.

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Outlook

The U.S. energy sector is undergoing unprecedented transformation, which we believe will drive significant growth in demand for reliable, clean power generation and benefit our business. Our diversified generation fleet, including our industry-leading nuclear assets, is well-positioned to meet this rising demand for dependable emissions-free electricity. Key drivers of increased demand include:

•Expanded policy support for nuclear energy that enhances energy security, reliability and system diversity,

•Federal and state incentives for new and resilient generation to support grid stability,

•Rapid data center growth, increasing large-scale, around-the-clock load requirements,

•Electrification across the economy, including transportation, buildings, and industrial processes,

•Onshoring and expansion of domestic manufacturing to strengthen U.S. supply chains, and

•Evolving customer preferences that favor clean energy, greater choice, transparency, and digitization.

Policy Support for Nuclear Energy. We expect our nuclear generation fleet to continue playing a vital role in meeting the nation's baseload power needs. Nuclear energy remains the largest source of zero-emissions electricity in the U.S., providing more than half of all emissions-free power. Our nuclear plants are significant contributors to the clean energy mix in the states in which they operate. Federal policymakers from both parties have underscored the importance of preserving existing nuclear assets through the nuclear PTC enacted in the IRA and maintained under the OBBBA. The action by New York to extend the NY ZEC program in January 2026 reaffirms that states recognize that existing nuclear generation facilities are essential to meeting their policy objectives to reduce GHG emissions. In addition, a number of states including Delaware, New Jersey, Illinois, Maryland, New York, and Texas, are currently drafting bills to add nuclear energy to clean energy targets by repealing bans, studying methods to accelerate their development, or in some cases, providing financial incentives to drive their construction. Beyond emissions reductions, nuclear energy supports high-quality jobs, strengthens regional economies, and enhances the reliability and security of the electrical grid. In alignment with this supportive policy landscape, we intend to file applications to extend the licenses of our nuclear units to 80 years where long-term policy support continues to be available.

Policy Support for New, Reliable Generation. With our significantly increased presence in Texas following the Calpine acquisition, our fleet is positioned to play a critical role in ensuring reliability within ERCOT. In November 2023, Texas voters approved a state constitutional amendment to create the TEF, which provides up to $7.2 billion in low-interest loans and completion bonuses to support as much as 10 GW of new dispatchable generation statewide. Project selections announced in Fall 2025 included a $278 million loan for Calpine's 460 MW Pin Oak Creek peaking facility. Policy mechanisms like the TEF are essential to maintaining the reliability of the Texas energy market by enhancing the economic viability of new dispatchable generation.

In Maryland, the Next Generation Energy Act of 2025 directed the Maryland Public Service Commission (MPSC) to solicit and approve applications for dispatchable and large-capacity resources through an expedited Certification of Public Convenience and Necessity process. We submitted multiple proposals, and the MPSC approved our application to advance more than 700 MW of natural gas generation under the streamlined pathway. We are also continuing to evaluate additional resource options for Maryland, including battery storage projects, under a separate solicitation established by the Next Generation Energy Act.

Data Center Growth. The rapid expansion of data centers continues to accelerate, driven by widespread adoption of AI technologies and large-scale infrastructure investments by major hyperscalers such as Microsoft, Google, Meta, and Amazon. This growth is creating unprecedented demand for reliable, around-the-clock electricity in the U.S. and globally. According to the DOE, data centers are amongst the most energy-intensive building types, consuming 10 to 50 times more energy per square foot than a typical commercial office building. As AI workloads scale and computing needs increase, the energy requirements of data centers are expected to grow substantially, further reinforcing the need for dependable, 24/7 power supply.

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Electrification. Efforts to optimize our energy infrastructure and reduce GHG emissions are expected to drive continued electrification of the U.S. economy, including transportation, industrial processes, heating and cooling, and household appliances. This transition has the potential to materially increase overall electricity demand. For companies like ours, whose core strength lies in safely generating and delivering electricity and related energy solutions, this growing demand represents a natural and meaningful opportunity for long-term growth.

Onshoring of Manufacturing. Recent federal industrial policy, most notably the CHIPS and Science Act and the IRA, explicitly incentivize the return of manufacturing and supply‑chain capacity back to the United States. This resurgence in domestic industrial activity is driving a meaningful increase in electricity demand, as new facilities are both expanding and becoming more energy intensive. These trends are further amplified by broader shifts such as electrification and rapid data center growth. The resulting load growth presents a strategic opportunity for our business as our expanded generation fleet is well positioned to enable this national policy objective.

Evolving Customer Preferences. Consumers are increasingly purpose-driven and knowledgeable about solutions that reduce emissions. As a result, they place greater value on being able to trace the sources of their clean energy. Rising awareness of climate change and clean energy options is fueling demand for value-added products and services, such as solar, behind-the-meter storage, EV charging, and the ability to choose 100% clean power 24/7 in competitive retail energy markets. Customers are also showing heightened interest in long-term energy agreements that provide price stability and reliability. At the same time, continued innovation and digitization across the economy are empowering customers with more visibility and control over their energy usage. This increased engagement enables both residential and business customers to make more informed choices about their energy supply and the products and solutions we provide.

Environmental Matters and Regulation

We are subject to comprehensive and complex environmental legislation and regulation at the federal, state, and local levels, including requirements relating to climate change, air and water quality, solid and hazardous waste, and impacts on species and habitats.

Our Board of Directors is responsible for overseeing the management of environmental matters. We have a management team to address environmental compliance and strategy, including the CEO, and other members of senior management. Performance of those individuals directly involved in environmental compliance and strategy is reviewed and affects compensation as part of the annual individual performance review process. Our Board of Directors has delegated to its Nuclear Oversight Committee and the Corporate Governance Committee the authority to oversee our compliance with health, environmental, and safety laws and regulations and strategies and efforts to protect the environment as discussed in further detail below.

GHG & Climate Risks

Many states, corporations, and investors have advocated for the reduction of GHG emissions across all sectors of the economy, including GHG emissions from the energy sector. Additionally, many large corporations have adopted targets to reduce the carbon emissions in their business operations. We believe our fleet is well-positioned to benefit from policy for decarbonization.

We also face climate mitigation and transition risks as well as adaptation risks. Mitigation and transition risks include changes to the energy systems as a result of new technologies, changing customer expectations, and/or voluntary GHG reduction goals, as well as policies intended to reduce GHG emissions. 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. See ITEM 1A. RISK FACTORS for additional information.

We produce electricity predominantly from low- and emissions-free generating facilities (such as nuclear, natural gas, hydroelectric, geothermal, wind, and solar) and neither own nor operate any coal-fueled generating assets. Our natural gas and oil generating plants produce GHGs, most notably CO2. We have made investments in developing CCUS technologies to reduce GHG emissions. In addition, we sell natural gas through our customer-facing business; and consumers’ use of such natural gas produces GHG emissions. In 2025, we achieved a 94.7% capacity factor across our nuclear fleet and our ownership of 22 GWs of emissions-free generation capacity at 25 nuclear units produced 183 TWhs of electricity. Our Scope 1 and 2 market-based GHG emissions in 2024 were 8.5 million metric tons carbon dioxide equivalent, of which 8.2 million metric tons were from our

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natural gas and oil-fueled generation fleet, significantly less than our peers with similar volume of power generation. We continue to have the lowest carbon intensity (rate of carbon dioxide equivalent (CO2e) emitted per unit of electricity generated) among the ten largest U.S. generators following the acquisition of Calpine.

Regulation of GHGs from Power Plants under the Clean Air Act. In April 2024, EPA issued a final rule that regulates greenhouse gases from existing coal, new natural gas-fired power plants, and existing oil/gas steam generators under Clean Air Act section 111. In June 2025, EPA issued a proposal to repeal its regulations addressing GHG emissions from the sector. In February 2026, EPA issued a final rule to repeal the 2009 “Endangerment Finding” underpinning all GHG regulation by EPA. EPA is expected to separately finalize its repeal of power sector GHG regulations in 2026, which will directly address the compliance obligations under those rules.

State Climate Legislation and Regulation. Many states in which we operate have state and regional programs to reduce GHG emissions and renewable and other portfolio standards, which impact the power sector. 25 states and the District of Columbia have 100% clean energy targets, deep GHG reduction targets, or both, encompassing 55% of U.S. residential electricity customers. As the nation’s largest generator of emissions-free electricity, our fleet supports these efforts to produce safe, reliable, clean electricity.

In 2019, New York enacted the Climate Leadership and Community Protection Act, which commits the state to achieving net-zero emissions by 2050, with requirements in 2030 and 2040. New Jersey’s Energy Master Plan supports the state’s goal of a 100% clean energy economy by 2050. The state's Global Warming Response Act targeted GHG emissions reductions of 80% below 2006 levels by 2050 which was subsequently accelerated by Executive Order 315 targeting 100% clean energy by 2035. The 2021 Illinois Clean Energy Law is designed to achieve 100% carbon-free power by 2045. It establishes decarbonization requirements for Illinois as well as programs to support the retention and development of emissions-free sources of electricity.

Our nuclear plants are meaningful contributors to the clean energy mix where they operate. States may not be able to meet their emissions-reduction goals without our nuclear plants, which provide a significant portion of the current emissions-free power. Several states have established policies to support nuclear generation driven by recognition that existing nuclear generation facilities are essential to meeting policy objectives on GHG emissions, supporting jobs and regional economies, and ensuring reliability and security of the electrical grid through resource diversity. These policies preserve the environmental attributes of our nuclear facilities, and include the following:

__________

(a)The contracts entered into under the New Jersey Clean Energy Legislation program concluded in May 2025.

In January 2026, the NYPSC approved a 20-year extension of its ZEC program to sustain the state’s nuclear power plants through 2049. The extension is designed to preserve the state's carbon-free electricity supply and ensure grid reliability. The structure of the NY ZEC program remains largely intact, with similar rate-setting methodology, adjusted over time for inflation through 2049.

Regional Greenhouse Gas Initiative (RGGI). The RGGI program requires most fossil fuel-fired power plants in the region to hold allowances, sold at auction or on the secondary market, for each ton of CO2 emissions. The following states are currently participants in RGGI; Connecticut, Delaware, Maine, Maryland, Massachusetts, New Hampshire, New Jersey, New York, Rhode Island, and Vermont. Pennsylvania never entered the RGGI program, and its budget bill for fiscal year 2025-2026 legislatively abrogated the state’s RGGI regulations.

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Renewable and Clean Energy Standards. Most states where we operate have adopted some form of renewable or clean energy procurement requirement. These standards impose varying levels of mandates for procurement of renewable or clean electricity (the definition of which varies by state) and/or energy efficiency, generally expressed as a percentage of annual electric load, often increasing by year. Load serving entities comply with these various requirements through purchasing qualifying renewables, acquiring sufficient certificates (e.g., RECs), paying an alternative compliance payment, and/or a combination of these compliance alternatives.

Corporate Clean Energy Targets. Corporations face incentives from their customers and investors to align their businesses with environmental and sustainability objectives, including goals to reduce GHG emissions in their business operations. A number of corporations are making commitments to reducing their GHG emissions, either through procuring increasing amounts of clean energy, such as RECs, EFECs, or emissions offsets, to offset their carbon footprint over time. Recent examples include the PPA with Microsoft that will support the restart of Crane and the PPA with Meta for the output of Clinton which supports Meta's clean energy goals and the continued operations of Clinton.

Emerging Clean Technologies. The need for new clean, reliable sources of power that can scale, decarbonize the system, and meet new load requirements is leading to rapid advancements in emerging technologies like advanced nuclear power, CCUS, energy storage, advanced geothermal and hydrogen. The improvements in advanced nuclear including Small Modular Reactors (SMR), growing state and federal support, and the potential to rapidly reduce costs with scaled deployment create a potential path to market for new nuclear within the next decade. CCUS is similarly experiencing substantial investment. It also is expected that energy storage will continue to see high levels of investment driven by lower costs and improved technology, state mandates, a backlog of storage projects in the interconnection queue, and utilities seeking large-scale storage capacity to support higher renewables penetration. Advanced geothermal has similar opportunities to scale supply with early deployments de-risking the technologies. Collectively, advanced nuclear, carbon sequestration, energy storage, geothermal, and clean hydrogen are expected to help support emissions reduction goals.

Other Environmental Regulation

Water Quality

Clean Water Act Section 316(b) requires that the cooling water intake structures at facilities that withdraw more than 2 million gallons of water per day for cooling reflect the best technology available to minimize adverse environmental impacts. Our power generation facilities with cooling water intake systems are subject to the EPA’s 2014 regulations, which are implemented through NPDES permit renewals. We have completed all required studies and have submitted recommendations for compliance as part of the NPDES/SPDES renewal process. We have submitted the NPDES/SPDES renewal timely for all our owned and operated nuclear stations. Six of the twelve stations we operate and STP have been deemed compliant with the 316(b) rule using existing technology. Until the compliance requirements are determined by the applicable state permitting director for each of the six remaining nuclear stations, on a site-specific basis, we cannot estimate the effect that compliance with the EPA’s 2014 rule will have on the operation of our generating facilities and our consolidated financial statements. EPA's rule does not mandate cooling towers or wedge wire screens and allows state permitting directors to require alternative, less costly technologies and/or operational measures, based on a site-specific assessment of the feasibility, costs, and benefits of available options. Should a state permitting director determine that a facility must install cooling towers or wedge wire screens to comply with the rule, that facility’s economic viability could be called into question.

In July 2016, the NJDEP issued a final permit for Salem requiring 316(b) studies and deferring the Agency's selection of a final compliance technology. The permit allows Salem to continue to operate utilizing the existing cooling water intake system. The permit was challenged by an environmental organization, and in August 2025, NJDEP Commissioner issued the final agency decision adopting the Office of Administrative Law's initial decision from November 2024 in full. This upheld the 2016 permit and rejected all challenges from the petitioners.

Our hydroelectric and nuclear facilities are required to secure a federal license or permit for activities that may result in a discharge to covered waters. We are required to obtain a state water quality certification for those facilities under Clean Water Act section 401. See Note 3 — Regulatory Matters of the Combined Notes to Consolidated Financial Statements for additional information on the status of the 401 Certification from MDE for Conowingo.

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We are also subject to the jurisdiction of the Delaware River Basin Commission and the Susquehanna River Basin Commission, regional agencies that primarily regulate water usage.

Solid and Hazardous Waste and Environmental Remediation

CERCLA authorizes response to releases or threatened releases of hazardous substances into the environment, while RCRA primarily regulates ongoing hazardous waste handling and disposal. Under CERCLA, generators and transporters of hazardous substances, and past and present owners and operators of hazardous waste sites, are strictly, jointly and severally liable for the cleanup costs of hazardous substances at sites. These PRPs can be ordered to perform a cleanup, can be sued for costs associated with an EPA-directed cleanup, may voluntarily settle with the EPA concerning their liability for cleanup costs, or may voluntarily begin a site investigation and site remediation under state oversight. Most states have also enacted similar statutes that may apply in many states where we currently own or operate, or previously owned or operated facilities. In addition, RCRA governs treatment, storage, and disposal of solid and hazardous waste and cleanup of sites where such activities were conducted.

Our operations have in the past, and may in the future, require substantial expenditures to comply with these federal and state environmental laws. We may be liable for the costs of remediating environmental contamination of property now or formerly owned by us and of property contaminated by hazardous substances generated or transported by us. We own or lease several real estate parcels, including parcels on which our operations or the operations of others may have resulted in contamination by substances that are considered hazardous under environmental laws. We are, or could become in the future, parties to proceedings initiated by the EPA, state agencies, and/or other responsible parties under CERCLA and RCRA or similar state laws with respect to several sites, or may undertake to investigate and remediate sites for which we may be subject to enforcement actions by an agency or third party.

We have established appropriate contingent liabilities for environmental remediation requirements. In addition, we may be required to make significant additional expenditures not presently determinable for other environmental remediation costs. See Note 18 — Commitments and Contingencies of the Combined Notes to Consolidated Financial Statements for additional information regarding our environmental matters, remediation efforts, and related impacts to our consolidated financial statements.

Nuclear Waste Storage and Disposal

There are no facilities for the reprocessing or permanent disposal of SNF currently in operation in the United States, nor has the NRC licensed any such facilities. We currently store all SNF generated by our nuclear generating facilities on-site in storage pools or in dry cask storage facilities. Since our SNF storage pools generally do not have sufficient storage capacity for the life of the respective plant, we have developed dry cask storage facilities to support operations.

All our nuclear sites have on-site dry cask storage. On-site dry cask storage in concert with on-site storage pools can meet all current and future SNF storage requirements at each of our sites, including Crane, for the duration of both current and subsequent license periods of all stations and through decommissioning. As of December 31, 2025, we had approximately 97,600 SNF assemblies (23,900 tons) stored on-site in SNF pools or dry cask storage. For a discussion of matters associated with our contracts with the DOE for the disposal of SNF, see Note 18 — Commitments and Contingencies of the Combined Notes to Consolidated Financial Statements.

As a by-product of their operations, nuclear generating units produce LLRW. LLRW is accumulated at each generating station and permanently disposed of at licensed disposal facilities. The Federal Low-Level Radioactive Waste Policy Act of 1980 provides that states may enter into agreements to provide regional disposal facilities for LLRW and restrict use of those facilities to waste generated within the region. Illinois and Kentucky have entered into such an agreement, although neither state currently has an operational site, and none is anticipated to be operational for the next ten years. We ship our Class A LLRW, which represents 93% of LLRW generated at our stations, to disposal facilities in Utah and South Carolina, which have enough storage capacity to store all Class A LLRW for the duration of both current and subsequent license periods for all the stations in our nuclear fleet.

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We utilize on-site storage capacity at all our stations to store and stage for shipping Class B and Class C LLRW. We have a contract through 2040 to ship Class B and Class C LLRW to a disposal facility in Texas. The agreement provides for disposal of all Class B and Class C LLRW currently stored at each station as well as the Class B and Class C LLRW generated during the term of the agreement. However, because the production of LLRW from our nuclear fleet will exceed the capacity at the Texas site (3.9 million curies through 2027, with applications submitted by the facility for a 10-year extension and an increase in storage capacity), we will still be required to utilize on-site storage at our stations for Class B and Class C LLRW. We currently have enough storage capacity to store all Class B and Class C LLRW for the duration of both current and subsequent license periods for of all the stations in our nuclear fleet and we continue to pursue alternative disposal strategies for LLRW, including an LLRW reduction program to minimize on-site storage and cost impacts.

Employees

Engaged Workforce

Our employees are our greatest strength. We strive to create a workplace that is inclusive, innovative, and safe for our employees. In order to provide the services and products that our customers expect, we focus on creating the best teams to foster teamwork, mutual respect and the empowerment of employees to contribute at their full potential. We strive to attract highly qualified talent and review our hiring, development and promotion practices to maintain equal opportunity and non-discriminatory processes.

We develop our future highly skilled workforce by focusing on three main areas: (1) elevating career awareness by promoting STEM and energy career pathways; (2) fostering equal opportunities for all individuals; and (3) advancing the skills of workers by investing in training, reskilling, and upskilling programs.

We conducted an employee engagement survey in 2024 to gain insight into engagement and job satisfaction within our workforce, followed by a pulse survey in 2025. We use these surveys to help identify our successes and opportunities for growth. The survey results are shared with leaders at all levels and they are also part of action planning to increase engagement. A robust action planning process is implemented that integrates both centralized action for organization-wide issues and leader-led action for areas unique to their own work groups and/or business areas.

Career Development

We strive to prepare our workforce for the future and help our employees develop competencies to progress in their careers. We work to continuously enhance the knowledge and skills of our workforce through formal assessments, feedback, coaching, mentoring, training, leadership and other development programs.

Well-Being and Benefits

We help our employees maintain and improve their overall well-being, and we offer a wide range of benefits that support physical, mental, financial, and family health. Our comprehensive benefits help our employees care for themselves and their families, now and in the future.

Community

We actively invest in community development through philanthropic giving and employee volunteerism. We work to build a future in which all our employees, customers, business associates and communities benefit from social, environmental and economic progress. We provide opportunities for company-sponsored volunteerism and charitable matching gifts programs. Our employees donated $5.6 million to non-profit organizations of their choice and provided 128,900 volunteer service hours in 2025.

Next Generation of Talent

We aim to attract, retain and advance a world-class workforce that effectively serves our customers and communities. We work toward this objective by sourcing from and developing a broad talent pipeline and cultivating an inclusive and respectful culture where all individuals can develop to reach their full potential. In 2025, we hired over 2,100 employees.

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Through our talent acquisition strategy, we work with universities and organizations to attract and recruit STEM-focused students and professionals. Through these collaborations, we participate in mentoring programs, conferences, career fairs and industry events to identify highly skilled talent who may be interested in applying for employment.

Workforce

We provide training and review hiring and promotion processes and perform pay equity analyses. These actions help to create an environment where all employees can thrive and advance based on merit.

The following table shows total number of employees, management, and executives as of December 31, 2025:

__________

(a)Regular employees hold a position where employment is for an indeterminate period and the position is expected to continue on an ongoing basis.

(b)Temporary employees hold a position (with or without a contract) for a limited period with an expected end date, typically based on completion of a specific assignment, project, or event.

Turnover Rates

As turnover is inherent, management succession planning is performed and tracked for executives enterprise-wide. Management frequently reviews succession planning to be prepared when positions become available.

The table below shows the turnover rate for regular employees for the year ended December 31, 2025:

__________

(a)For reporting purposes, reflects employees who were at least 55 years of age and had at least 10 years of service at the time they ended employment.

Collective Bargaining Agreements

As of December 31, 2025 approximately 23% of all employees participate in CBAs. The following table presents employee information, including information about CBAs, as of December 31, 2025: