Constellation Energy (CEG) 8-KOther Events

Section 8 – Other Events

Item 8.01. Other Events

On May 31, 2023, NRG Energy, Inc., through Texas Genco GP and Texas Genco LP, (collectively the “Seller”) entered into an Equity Purchase Agreement pursuant to which Constellation Energy Generation, LLC (“Constellation”) agreed to purchase all of the Seller’s equity interests in NRG South Texas LP.

We were informed by NRG Energy, Inc. (“NRG”) that on July 28, 2023, NRG accepted service of a lawsuit filed by the City of San Antonio, Texas, acting by and through the City Public Service Board of San Antonio (“CPS”) in the 130th District Court of Matagorda County, Texas (the “CPS Lawsuit”) claiming the existence of a right of first refusal that applies to the transaction contemplated by the Equity Purchase Agreement. Constellation intervened in the CPS Lawsuit on July 31, 2023. Also on July 31, 2023, Austin Energy intervened in the CPS Lawsuit claiming a similar right of first refusal.

On July 31, 2023, CPS and Austin Energy jointly filed a motion with the Nuclear Regulatory Commission (“NRC”) seeking to dismiss the pending License Transfer Application (“LTA”) between NRG and Constellation, or in the alternative, having the NRC staff stay their review of the LTA pending resolution of the CPS lawsuit.

NRG has informed us that it believes the CPS Lawsuit and Austin’s claims are meritless and will seek their dismissal. Under Section 3.4 of the Equity Purchase Agreement, Seller made a representation that no right of first refusal applied to the equity in NRG South Texas. Based on Seller’s representation, Constellation is proceeding with efforts to close its transaction with Seller this year.

This combined Current Report on Form 8-K is being furnished separately by Constellation Energy Corporation and Constellation Energy Generation, LLC (collectively, the “Registrants”). Information contained herein relating to any individual Registrant has been furnished by such Registrant on its own behalf. Neither Registrant makes any representation as to information relating to the other Registrant.

This report contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that are subject to risks and uncertainties. Words such as “could,” “may,” “expects,” “anticipates,” “will,” “targets,” “goals,” “projects,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “predicts,” and variations on such words, and similar expressions that reflect our current views with respect to future events and operational, economic, and financial performance, are intended to identify such forward-looking statements.

The factors that could cause actual results to differ materially from the forward-looking statements made by the Registrants include those factors discussed herein, as well as the items discussed in (1) the Registrants' 2022 Annual Report on Form 10-K in (a) Part I, ITEM 1A. Risk Factors, (b) Part II, ITEM 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations, and (c) Part II, ITEM 8. Financial Statements and Supplementary Data: Note 19, Commitments and Contingencies; (2) the Registrants' First Quarter 2023 Quarterly Report on Form 10-Q in (a) Part II, ITEM 1A. Risk Factors, (b) Part I, ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations, and (c) Part I, ITEM 1. Financial Statements: Note 12, Commitments and Contingencies; and (3) other factors discussed in filings with the SEC by the Registrants.

Investors are cautioned not to place undue reliance on these forward-looking statements, which apply only as of the date of this Current Report on Form 8-K. Neither Registrant undertakes any obligation to publicly release any revision to its forward-looking statements to reflect events or circumstances after the date of this Current Report on Form 8-K.