Constellation Energy CorpCEG
Constellation Energy Corp Debt Disclosure
Debt and Credit Agreements
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Short-Term Borrowings
We meet our short-term liquidity requirements primarily through the issuance of commercial paper. We may use our credit facility for general corporate purposes, including meeting short-term funding requirements and the issuance of letters of credit.
Credit Agreements
In September 2025, we amended our existing RCF to increase the available aggregate commitment from $4.5 billion to $7.0 billion, which included incremental revolving credit commitments of $2.5 billion and extension of the maturity date to September 2030. The incremental commitments became available upon closing of the Calpine acquisition in January 2026. The RCF may be drawn down in the form of loans and/or to support commercial paper and letters of credit issuances.
The RCF fixed facility fee rate is 0.175% and borrowings under the RCF bear interest at a rate based upon either the Daily Simple SOFR rate or a Term SOFR rate, plus an adder based upon our credit ratings. The adders for the Daily Simple SOFR-based borrowings and Term SOFR borrowings are 0.075% and 1.075%, respectively. The letters of credit bear interest at a rate of 1.075%.
If we were to lose our investment grade credit rating, the maximum adders for Daily Simple SOFR rate borrowings and Term SOFR rate borrowings would be 1.00% and 2.00%, respectively. The credit agreements also require us to pay facility fees based upon the aggregate commitments. The fees vary depending upon our credit rating.
Accounts Receivable Facility
In December 2024, we amended the Facility to provide NER access to revolving loans from a number of financial institutions ("Lenders") secured by certain customer accounts receivable. As part of the amendment, the maximum funding limit of the of the Facility was increased from $1.1 billion to $1.5 billion and the maturity date was extended to December 2027. Under previous terms of the Facility, certain customer accounts receivable were sold to the Purchasers. Immediately following the amendment, all receivables previously sold were assigned back to us and receivables will no longer be sold to the Purchasers under the amendment. Subsequent to the amendment, draws and repayments related to the Facility will be reflected as Proceeds from short-term borrowings and Repayments of short-term borrowings, respectively, in the Consolidated Statements of Cash Flows. Draws on the facility bear interest at a commercial paper rate or a Daily One Month Term SOFR or Term SOFR rate, plus an adder of 0.10% per annum. Interest is payable monthly. There were no draws on the Facility as of December 31, 2025. In February 2026, we drew on the Facility in the amount of $600 million which was still outstanding as of the date of this filing.
The amended Facility requires the balance of eligible receivables to be maintained at or above the balance of cash proceeds received from the Lenders. To the extent the eligible receivables decrease below such balance, we are required to repay cash to the Lenders. When eligible receivables exceed cash proceeds, we have the ability to increase the cash proceeds received up to the maximum funding limit.
As of December 31, 2025 and 2024, we had the following aggregate bank commitments, credit facility borrowings and available capacity under our respective credit facilities:
| December 31, 2025 | |||||||||||||||||||||||||||||||||||
| Facility Type | Aggregate Bank Commitment | Facility Draws | Outstanding Letters of Credit(a) | Outstanding Commercial Paper(b) | Total Available Capacity | ||||||||||||||||||||||||||||||
| Revolving Credit Facility | $ | 4,500 | $ | — | $ | 40 | $ | — | $ | 4,460 | |||||||||||||||||||||||||
Bilaterals(c) | 2,350 | — | 1,276 | — | 1,074 | ||||||||||||||||||||||||||||||
| Accounts Receivable Facility | 1,500 | — | — | — | 1,500 | ||||||||||||||||||||||||||||||
| Liquidity Facility | 971 | — | 647 | — | 312 | (d) | |||||||||||||||||||||||||||||
| Project Finance | 137 | — | 122 | — | 15 | ||||||||||||||||||||||||||||||
| Total | $ | 9,458 | $ | — | $ | 2,085 | $ | — | $ | 7,361 | |||||||||||||||||||||||||
| December 31, 2024 | |||||||||||||||||||||||||||||||||||
| Revolving Credit Facility | $ | 4,500 | $ | — | $ | 51 | $ | — | $ | 4,449 | |||||||||||||||||||||||||
Bilaterals | 1,850 | — | 1,095 | — | 755 | ||||||||||||||||||||||||||||||
Accounts Receivable Facility | 1,500 | — | — | — | 1,500 | ||||||||||||||||||||||||||||||
| Liquidity Facility | 971 | — | 907 | — | 21 | (d) | |||||||||||||||||||||||||||||
| Project Finance | 137 | — | 120 | — | 17 | ||||||||||||||||||||||||||||||
| Total | $ | 8,958 | $ | — | $ | 2,173 | $ | — | $ | 6,742 | |||||||||||||||||||||||||
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(a)Excludes an additional outstanding letter of credit which was not issued under these facilities of $15 million as of December 31, 2025 and 2024. See Note 18 — Commitments and Contingencies for additional information.
(b)Our commercial paper program is supported by the revolving credit agreement. In order to maintain our commercial paper program in the amounts indicated above, we must have a credit facility in place, at least equal to the amount of our commercial paper program. As of December 31, 2025 and 2024, the maximum program size of our commercial paper program was $4.5 billion. We do not issue commercial paper in an aggregate amount exceeding the then available capacity under our credit facility. There were no commercial paper borrowings outstanding as of December 31, 2025 and 2024.
(c)Refer to table below for additional information on our bilateral credit agreements.
(d)The maximum amount of the bank commitment is not to exceed $971 million. The aggregate available capacity of the facility is subject to market fluctuations based on the value of U.S Treasury Securities which determines the amount of collateral held in the trust. We may post additional collateral to borrow up to the maximum bank commitment. As of December 31, 2025 and 2024, without posting additional collateral, the actual availability of facility, prior to outstanding letters of credit was $959 million and $928 million, respectively.
Bilateral Credit Agreements
The following table reflects the bilateral credit agreements at December 31, 2025:
Date Initiated(a) | Latest Amendment Date | Maturity Date(b) | Amount | |||||||||||||||||
| January 2016 | April 2023 | April 2026 | $ | 150 | ||||||||||||||||
| October 2019 | N/A | N/A | 200 | |||||||||||||||||
| November 2019 | N/A | N/A | 300 | |||||||||||||||||
| November 2019 | N/A | N/A | 100 | |||||||||||||||||
| November 2019 | June 2024 | June 2026 | 100 | |||||||||||||||||
May 2020(c) | March 2023 | N/A | 300 | |||||||||||||||||
| August 2022 | N/A | N/A | 50 | |||||||||||||||||
| March 2023 | March 2025 | March 2027 | 100 | |||||||||||||||||
| December 2023 | N/A | N/A | 200 | |||||||||||||||||
March 2024(c) | N/A | N/A | 200 | |||||||||||||||||
| May 2024 | N/A | N/A | 150 | |||||||||||||||||
January 2025(c) | N/A | N/A | 200 | |||||||||||||||||
| March 2025 | N/A | March 2026 | 300 | |||||||||||||||||
| $ | 2,350 | |||||||||||||||||||
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(a)Bilateral credit agreements solely support the issuance of letters of credit and do not back our commercial paper program.
(b)Credit facilities that do not contain a maturity date are specific to the agreements set within each contract. In some instances, credit facilities are automatically renewed based on the contingency standards set within the specific agreement.
(c)In February 2026, we increased the capacity to issue letters of credit by an additional $100 million each for three existing uncommitted bilateral facilities.
Short-Term Loan Agreements
We had short-term loan agreements outstanding as of December 31, 2025 as reflected in the table below. There were no short-term loan agreements outstanding as of December 31, 2024.
Month Initiated | Interest Rate | Maturity | Weighted Average Interest Rate | Outstanding Amount as of December 31, 2025 | ||||||||||||||||||||||
| May 2025 | 1-month SOFR + 0.90% | May 2026 | 5.09 | % | $ | 900 | ||||||||||||||||||||
| September 2025 | 1-month SOFR + 0.90% | September 2026 | 4.93 | % | 750 | |||||||||||||||||||||
Long-Term Debt
The following table presents the outstanding long-term debt as of December 31, 2025 and 2024:
| December 31, | |||||||||||||||||||||||
| Rates | Maturity Date | 2025 | 2024 | ||||||||||||||||||||
| Long-term debt | |||||||||||||||||||||||
| Senior unsecured notes | 5.60% - 6.50% | 2028 - 2054 | $ | 5,688 | $ | 6,588 | |||||||||||||||||
Tax-exempt notes | 4.10% - 4.45% | 2029 - 2053(a) | 412 | 435 | |||||||||||||||||||
| Notes payable and other | 1.71% - 6.10% | 2026 - 2035 | 53 | 51 | |||||||||||||||||||
| Nonrecourse debt: | |||||||||||||||||||||||
| Fixed rates | 2.29% - 6.00% | 2031 - 2037 | 653 | 720 | |||||||||||||||||||
| Variable rates | 5.82% - 6.76% | 2027 | 597 | 680 | |||||||||||||||||||
| Total long-term debt | 7,403 | 8,474 | |||||||||||||||||||||
| Unamortized debt discount and premium, net | (1) | (4) | |||||||||||||||||||||
| Unamortized debt issuance costs | (60) | (58) | |||||||||||||||||||||
| Long-term debt due within one year | (92) | (1,028) | |||||||||||||||||||||
| Long-term debt | $ | 7,250 | $ | 7,384 | |||||||||||||||||||
(a)The Tax-exempt notes have a maturity date of June 2029 to April 2053, and a mandatory purchase date that ranges from April 2028 to June 2029.
Long-term debt maturities in the periods 2026 through 2031 and thereafter are as follows:
| 2026 | $ | 92 | |||
| 2027 | 666 | ||||
| 2028 | 828 | ||||
| 2029 | 157 | ||||
| 2030 | 99 | ||||
2031 and thereafter | 5,561 | ||||
| Total | $ | 7,403 | |||
DOE Loan Guarantee
In November 2025, the DOE Office of Energy Dominance Financing issued a guarantee for up to $1.0 billion for an unsecured loan from the Federal Financing Bank to support the restart of the Crane Clean Energy Center. The loan will mature in November 2055. Interest rates on the loan will be fixed upon each advance at a spread of 0.375% above U.S. Treasuries of comparable maturity. There have been no borrowings on this loan as of the date of this filing.
Calpine Acquisition
Upon completion of the acquisition of Calpine in January 2026, we assumed approximately $12.6 billion of debt inclusive of approximately $7.6 billion of corporate long-term debt, including senior unsecured and secured notes and corporate term loans in addition to approximately $5 billion of various project financing arrangements. Pursuant to the Exchange Offers discussed below, we issued new notes in January 2026 effectively replacing $2.3 billion of Calpine's senior unsecured and secured notes with Constellation senior unsecured notes. Using the proceeds from our January 2026 bond issuance, as discussed below, along with cash on hand and short-term debt, we repaid $2.5 billion of Calpine corporate term loans immediately after the acquisition closing and repaid $1.25 billion of Calpine senior secured first lien notes in February 2026. Following the debt exchange and redemptions discussed, $6.5 billion of Calpine debt remains outstanding.
Debt Exchange Offering
In December 2025, we announced that, in connection with the planned acquisition of Calpine by CEG Parent, we commenced private exchange offers and related consent solicitations with respect to certain outstanding debt of Calpine. Under the Exchange Offers, we solicited consents to holders of certain Calpine debt to amend the notes and the related indentures under which they were issued to eliminate substantially all of the restrictive covenants, restrictive provisions and events of default, other than payment-related and bankruptcy-related events of default. In January 2026, we completed the exchange offering, effectively replacing $2.3 billion of Calpine senior secured and unsecured notes with Constellation senior unsecured notes.
The terms of the debt issuance under the exchange are as follows:
| Note | Interest Rate | Maturity | Issued Amount | |||||||||||||||||
| 2029 Senior Notes | 4.625% | February 2029 | $ | 647 | ||||||||||||||||
| 2031 Senior Notes | 5.000% | February 2031 | 848 | |||||||||||||||||
| 2031 Senior Notes | 3.750% | March 2031 | 795 | |||||||||||||||||
| Total | $ | 2,290 | ||||||||||||||||||
Senior Note Issuance
In January 2026, we issued senior unsecured notes totaling $2.75 billion, the proceeds from which were used to pay down Calpine debt assumed. The terms of the debt issuance are as follows:
Note | Interest Rate | Maturity | Issued Amount | |||||||||||||||||
2028 Floating Rate Senior Notes | SOFR + 0.600% | January 2028 | $ | 300 | ||||||||||||||||
2028 Senior Notes | 3.900% | January 2028 | 900 | |||||||||||||||||
2031 Senior Notes | 4.400% | January 2031 | 750 | |||||||||||||||||
2066 Senior Notes | 5.875% | January 2066 | 800 | |||||||||||||||||
Total | $ | 2,750 | ||||||||||||||||||
Debt Covenants
As of December 31, 2025, we are in compliance with all debt covenants.
Nonrecourse Debt
We have also issued nonrecourse debt, for which approximately $1.9 billion and $2 billion of generating assets have been pledged as collateral as of December 31, 2025 and 2024, respectively. Borrowings under these agreements are secured by the assets and equity of each respective project. The lenders do not have recourse against us in the event of a default. If a specific project financing entity does not maintain compliance with its specific nonrecourse debt covenants, there could be a requirement to accelerate repayment of the associated debt or other borrowings earlier than the stated maturity dates. In these instances, if such repayment was not satisfied, the lenders or security holders would generally have rights to foreclose against the project-specific assets and related collateral. The potential requirement to satisfy the associated debt or other borrowings earlier than otherwise anticipated could lead to impairments due to a higher likelihood of disposing of the respective project-specific assets significantly before the end of their useful lives.
Antelope Valley Solar Ranch One. In December 2011, the DOE Loan Programs Office issued a guarantee for up to $646 million for a nonrecourse loan from the Federal Financing Bank to support the financing of the construction of the Antelope Valley facility. The project became fully operational in 2014. The loan will mature in January 2037. Interest rates on the loan were fixed upon each advance at a spread of 37.5 basis points above U.S. Treasuries of comparable maturity. The advances were completed in December 2015 and the outstanding loan balance bears interest at an average blended interest rate of 2.82%. As of December 31, 2025 and 2024, approximately $335 million and $365 million were outstanding, respectively. In addition, we have issued letters of credit to support the equity investment in the project, with $36 million outstanding as of December 31, 2025 and 2024. In December 2017, our interests in Antelope Valley were contributed to and are pledged as collateral for the CR financing structures referenced below.
Continental Wind, LLC. In September 2013, Continental Wind, our indirect subsidiary, completed the issuance and sale of $613 million senior secured notes. Continental Wind owns and operates a portfolio of wind farms in Idaho, Kansas, Michigan, Oregon, New Mexico and Texas with a total net capacity of 667 MWs. The net proceeds were distributed to us for general business purposes. The notes are scheduled to mature in February 2033. The notes bear interest at a fixed rate of 6.00% with interest payable semi-annually. As of December 31, 2025 and 2024, approximately $260 million and $290 million were outstanding, respectively.
In addition, Continental Wind has a $128 million letter of credit facility and $4 million working capital revolver facility. Continental Wind has issued letters of credit to satisfy certain of its credit support and security obligations. As of December 31, 2025 and 2024, the Continental Wind letter of credit facility had $122 million and $119 million in letters of credit outstanding related to the project, respectively.
In 2017, our interests in Continental Wind were contributed to CRP, whose assets were contributed to and are pledged as collateral for the CR financing structure referenced below.
Renewable Power Generation. In March 2016, RPG, our indirect subsidiary, issued $150 million aggregate principal amount of nonrecourse senior secured notes. The net proceeds were distributed to us for paydown of long-term debt obligations at Sacramento PV Energy and Constellation Solar Horizons and for general business purposes. The loan is scheduled to mature in March 2035. The term loan bears interest at a fixed rate of 4.11% payable semi-annually. As of December 31, 2025 and 2024, approximately $55 million and $60 million were outstanding, respectively. In 2017, our interests in RPG were contributed to CRP, whose assets were contributed to and are pledged as collateral for the CR financing structure referenced below.
Constellation Renewables. In December 2020, CR entered into a financing agreement for a $750 million nonrecourse senior secured term loan credit facility, scheduled to mature in December 2027. Beginning in October 2025, the term loan bears interest at a variable rate equal to 3-month SOFR plus 2.00%, subject to a 1% SOFR floor with interest payable quarterly. Redemptions prior to October 2025 were based on 3-month SOFR plus 2.25%. Redemptions from June 2023 through June 2024 were based on 3-month SOFR plus 2.76%, and LIBOR plus 2.50% prior to that date.
In addition to the financing, CR entered interest rate swaps to manage a portion of the interest rate exposure in connection with the financing. The swap had an initial notional amount of $516 million and fixed the 3-month LIBOR at 1.05%. Beginning in June 2023, the swap fixed the 3-month SOFR at 0.8295%. The swap expired in December 2024. In January 2024, CR entered an additional interest rate swap to manage a portion of the interest rate exposure in connection with the financing. The swap had a notional amount of $120M and fixed the 3-month SOFR to 3.98%.
Our interests in CRP and Antelope Valley are contributed to and pledged as collateral for this financing. As of December 31, 2025 and 2024, $600 million and $630 million was outstanding, respectively. See Note 21 — Variable Interest Entities for additional information on CRP and Note 15 — Derivative Financial Instruments for additional information on interest rate swaps.
West Medway II, LLC. In May 2021, West Medway II, LLC (West Medway II) entered into a $150 million nonrecourse senior secured term loan maturing in March 2026. Our interests in West Medway II were pledged as collateral. Net proceeds were used for general corporate purposes. Beginning in May 2025, the loan bore interest at 1-month SOFR plus 3.350%. Redemptions from May 2023 to May 2025 were based on 1-month SOFR plus the variable interest rate of 2.975% - 3.225% and LIBOR plus 2.875% prior to that date. West Medway II also entered into interest rate swaps with a $113 million initial notional amount that fixed LIBOR at 0.61% and, beginning in May 2023, fixed SOFR at 0.5365%. The swaps were terminated in August and October 2025. As of December 31, 2024, approximately $50 million was outstanding and the term loan was fully repaid in October 2025.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 24, 2026 | Showing above |
| 2024 | Feb 18, 2025 | |
| 2023 | Feb 27, 2024 | |
| 2022 | Feb 16, 2023 | |
| 2021 | Feb 25, 2022 | |
About Debt Disclosures
Debt disclosures detail a company's borrowing structure — the types of instruments, interest rates, maturity schedule, and covenant restrictions that define its financial obligations and flexibility. This section is essential for assessing refinancing risk, interest rate exposure, and the margin of safety against financial distress.
Key signals: the maturity schedule reveals concentration risk — large maturities within 1-2 years during tight credit markets can force dilutive refinancing or asset sales. Compare the fair value of debt against carrying amount to gauge whether the market views the company's credit risk differently than the balance sheet suggests. Watch covenant compliance disclosures for tightening cushions, especially leverage and interest coverage ratios. Variable-rate debt exposure quantifies sensitivity to interest rate changes. Secured versus unsecured mix affects recovery rates and future borrowing capacity. Compare net debt-to-EBITDA against industry peers and covenant limits to assess financial health.