Constellation Energy CorpCEG
Constellation Energy Corp Stock Compensation Disclosure
Stock-Based Compensation Plans
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Our LTIP grants cash and stock-based awards that primarily include performance share awards and restricted stock units. Our LTIP authorized 20,000,000 shares of common stock for these awards.
The following table presents the stock-based compensation expense included in the Consolidated Statements of Operations and Comprehensive Income:
For the Years Ended December 31, | |||||||||||||||||
| 2025 | 2024 | 2023 | |||||||||||||||
Total stock-based compensation expense included in Operating and maintenance expense | $ | 385 | $ | 332 | $ | 178 | |||||||||||
| Income tax benefit | (99) | (85) | (45) | ||||||||||||||
| Total after-tax stock-based compensation expense | $ | 286 | $ | 247 | $ | 133 | |||||||||||
We receive a tax deduction based on the intrinsic value of the award on the distribution date for performance share awards and restricted stock units. The tax deduction related to performance share awards and restricted stock units was not material for the years ended December 31, 2025, 2024, and 2023. For each award, throughout the requisite service period, we recognize the tax benefit related to compensation costs. For performance share awards and restricted stock units, our realized tax benefit when distributed was not material for the years ended December 31, 2025, 2024, and 2023.
Performance Share Awards
Performance share awards are granted under the LTIP. The performance share awards are typically settled 50% in common stock and 50% in cash at the end of the three-year performance period, subject to certain ownership thresholds that, if met, may result in cash settlement of the entire award.
The common stock portion of the performance share awards is considered an equity award and is valued based on our stock price on the grant date. The cash portion of the performance share awards is considered a liability award which is remeasured each reporting period based on the current stock price. As the value of the common stock and cash portions of the awards are based on the stock price during the performance period, coupled with changes in the total expected payout of the award, the compensation costs are subject to volatility until payment is made.
For nonretirement-eligible employees, performance share awards are recognized over the vesting period of three years using the straight-line method. For performance share awards granted to retirement-eligible employees, the value of the performance shares is recognized ratably over the vesting period, which is the year of grant. We process forfeitures as they occur for employees who do not complete the requisite service period.
The following table summarizes our unvested performance share awards activity:
| Shares | Weighted Average Grant Date Fair Value (per share) | ||||||||||
Unvested at December 31, 2024 | 535,626 | $ | 99.06 | ||||||||
| Granted | 120,057 | 321.83 | |||||||||
| Change in performance | 96,623 | 313.60 | |||||||||
| Forfeited | (3,812) | 195.73 | |||||||||
Undistributed vested awards(a) | (469,066) | 332.97 | |||||||||
Unvested at December 31, 2025 | 279,428 | $ | 198.49 | ||||||||
(a)Represents performance share awards that vested but were not distributed to retirement-eligible employees during 2025 and 2024.
The following table summarizes the weighted average grant date fair value and the total fair value of performance share awards vested:
December 31, 2025(a) | December 31, 2024(a) | ||||||||||
| Weighted average grant date fair value (per share) | $ | 321.83 | $ | 127.03 | |||||||
| Total fair value of performance shares vested | 156 | 138 | |||||||||
(a)As of December 31, 2025 and 2024, total unrecognized compensation costs related to unvested performance shares of $41 million and $50 million, respectively, are expected to be recognized over the remaining weighted average period of 1.5 years.
Restricted Stock Units
Restricted stock units are granted under the LTIP with the majority being settled in a specific number of shares of common stock after the service condition has been met. The corresponding cost is measured based on the grant date fair value of the restricted stock unit issued.
The value of the restricted stock units is expensed over the requisite service period using the straight-line method. The requisite service period for restricted stock units is generally to five years. However, certain restricted stock unit awards become fully vested upon the employee reaching retirement eligibility. The value of the restricted stock units granted to retirement-eligible employees is recognized ratably over the vesting period, which is the year of grant. We process forfeitures as they occur for employees who do not complete the requisite service period.
The following table summarizes our unvested restricted stock unit activity:
| Shares | Weighted Average Grant Date Fair Value (per share) | ||||||||||
Unvested at December 31, 2024 | 809,093 | $ | 96.53 | ||||||||
| Granted | 265,512 | 312.97 | |||||||||
| Vested | (437,388) | 82.45 | |||||||||
| Forfeited | (11,067) | 197.23 | |||||||||
Undistributed vested awards(a) | (76,272) | 271.03 | |||||||||
Unvested at December 31, 2025 | 549,878 | $ | 181.54 | ||||||||
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(a)Represents restricted stock units that vested but were not distributed to retirement-eligible employees during 2025 and 2024.
The following table summarizes the weighted average grant date fair value and the total fair value of restricted stock units vested:
December 31, 2025(a) | December 31, 2024(a) | ||||||||||
| Weighted average grant date fair value (per share) | $ | 312.97 | $ | 134.18 | |||||||
Total fair value of restricted stock units vested | 57 | 42 | |||||||||
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(a)As of December 31, 2025 and 2024, total unrecognized compensation costs related to unvested restricted stock units of $57 million and $41 million, respectively, are expected to be recognized over the remaining weighted average period of 1.9 years and 1.8 years, respectively.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 24, 2026 | Showing above |
| 2021 | Feb 25, 2022 | |
About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.