Constellation Energy Corporation entered into an Agreement and Plan of Merger on January 10, 2025 with Calpine Corporation, certain of its subsidiaries, and Volt Energy Holdings GP, LLC, the company said.

8-KOther EventsFiled Dec 9, 2025Period of report Dec 9, 2025Summary published (UTC) Oct 12, 2026

Key points

AI summary

Constellation Energy Corporation entered into an Agreement and Plan of Merger on January 10, 2025 with Calpine Corporation, certain of its subsidiaries, and Volt Energy Holdings GP, LLC, the company said.
The company said the Merger Agreement provides for a series of transactions whereby Calpine will become an indirect, wholly owned subsidiary of Constellation Energy Generation, LLC.
The company filed the audited consolidated financial statements of Calpine as of December 31, 2023 and 2024 and the unaudited consolidated financial statements of Calpine as of September 30, 2024 and 2025 as exhibits to this 8-K.
The company filed unaudited pro forma combined financial statements as of September 30, 2025 and for the 9 months ended September 30, 2025 and for the year ended December 31, 2024, which are preliminary and reflect assumptions including that the acquisition of Calpine will be consummated.

Summary

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Analysis scope · Filing body only (exhibits excluded)We analyzed the filing body only. The exhibits exceeded the length limit and were excluded, so figures, financial statements and presentation materials in them were not reviewed.

Calpine Merger Agreement Execution Date

Constellation Energy Corporation entered into an Agreement and Plan of Merger on January 10, 2025 with Calpine Corporation, certain of its subsidiaries, and Volt Energy Holdings GP, LLC, the company said.

Source · Based on the filing body (exhibits excluded)

Structure for Calpine to Become Indirect Wholly Owned Subsidiary

The company said the Merger Agreement provides for a series of transactions whereby Calpine will become an indirect, wholly owned subsidiary of Constellation Energy Generation, LLC.

Source · Based on the filing body (exhibits excluded)

Scope of Calpine Financial Statements Filed

The company filed the audited consolidated financial statements of Calpine as of December 31, 2023 and 2024 and the unaudited consolidated financial statements of Calpine as of September 30, 2024 and 2025 as exhibits to this 8-K.

Source · Based on the filing body (exhibits excluded)

Unaudited Pro Forma Combined Financial Statements

The company filed unaudited pro forma combined financial statements as of September 30, 2025 and for the 9 months ended September 30, 2025 and for the year ended December 31, 2024, which are preliminary and reflect assumptions including that the acquisition of Calpine will be consummated.

Source · Based on the filing body (exhibits excluded)

AI summarized the filing and translated the summary into English; it may differ from the original. For reference only, not investment advice. AI translated the published Korean report into English. Figures are copied as filed, not recalculated.

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