Constellation Energy美股招股说明书(2026-06-02版)

Constellation Energy Corporation Common Stock The Selling Shareholders identified in this prospectus supplement are offering 11,000,000 shares of ourcommon stock, without par value (our “Common Stock”). We will not receive any of the proceeds from thesale of shares of our Common Stock by the Selling Shareholders. See “Description of Capital Stock”beginning on pageS-11of this prospectus supplement for a more complete description of the shares offeredhereby. Subject to, and substantially concurrently with, the completion of this offering, we intend to purchasefrom the underwriters 2,000,000 shares of our Common Stock that are the subject of this offering at theprice paid to the Selling Shareholders by the underwriters in this offering. We refer to this proposedrepurchase as the “Share Repurchase.” The closing of this offering is not conditioned upon the completionof the Share Repurchase, and the closing of the Share Repurchase is contingent on the closing of thisoffering. Following the completion of this offering and the Share Repurchase, we do not expect any shareholderwho received shares in connection with our acquisition of Calpine Corporation to beneficially own suchshares in an amount that exceeds 4.04% or 3.78% of our shares of Common Stock excluding or includingexercise of the option to purchase additional shares, respectively. Our Common Stock is listed on the Nasdaq Stock Market LLC (the “Nasdaq”) under the symbol“CEG.” On May29, 2026, the last sale price of our Common Stock as reported on the Nasdaq was $287.75per share. Investing in the Common Stock involves risks that are described in the “Risk Factors” section beginning onpageS-4of this prospectus supplement and under similar headings in the documents incorporated by referenceinto this prospectus supplement and the accompanying prospectus. (1)We refer you to “Underwriting” in this prospectus supplement for additional information regardingunderwriting compensation. The Selling Shareholders have granted the underwriters an option to purchase up to an additional1,350,000 shares of Common Stock at the public offering price, less the underwriting discount for a periodof 30days following the date of this prospectus supplement. Neither the U.S. Securities and Exchange Commission (“SEC”) nor any state securities commission hasapproved or disapproved of these securities or determined if this prospectus supplement or theaccompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The shares will be ready for delivery on or about June2, 2026. Morgan Stanley J.P. Morgan The date of this prospectus supplement is June1, 2026. TABLE OF CONTENTS ABOUT THIS PROSPECTUS SUPPLEMENTS-iiFORWARD-LOOKING STATEMENTSS-iiiSUMMARYS-1OUR BUSINESSS-1CORPORATE INFORMATIONS-1SHARE REPURCHASES-1THE OFFERINGS-2RISK FACTORSS-4USE OF PROCEEDSS-7SELLING SHAREHOLDERSS-8DESCRIPTION OF CAPITAL STOCKS-11DIVIDEND POLICYS-17MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONSS-18UNDERWRITINGS-22LEGAL MATTERSS-31EXPERTSS-32WHERE YOU CAN FIND MORE INFORMATIONS-33DOCUMENTS INCORPORATED BY REFERENCES-34 ABOUT THIS PROSPECTUSiiFORWARD-LOOKING STATEMENTSiiiPROSPECTUS SUMMARY1RISK FACTORS2USE OF PROCEEDS3SELLING SHAREHOLDERS4PLAN OF DISTRIBUTION8LEGAL MATTERS10EXPERTS11WHERE YOU CAN FIND MORE INFORMATION12DOCUMENTS INCORPORATED BY REFERENCE13 We have provided you only with the information contained in this prospectus supplement, theaccompanying prospectus, and any free writing prospectus that we may provide to you. None of us, the SellingShareholders, or the underwriters have authorized anyone to provide you with different or additionalinformation. None of us, the Selling Shareholders, or the underwriters take any responsibility for, or can provideany assurance as to the reliability of, any other information that others may give you. This prospectussupplement does not constitute an offer to sell or a solicitation of an offer to buy any securities other than ourCommon Stock. Neither we, the Selling Shareholders, nor the underwriters are offering to sell shares of ourCommon Stock or seeking offers to buy shares of our Common Stock in any jurisdictions where offers and salesare not permitted. The information contained in this prospectus supplement, the accompanying prospectus, orany free writing prospectus that we may provide to you is accurate only as of the date of each documentregardless of the time of delivery of this prospectus supplement and the accompanying prospectus or any sale ofshares of our Common Stock. In case there are any differences or inconsistencies between this prospectussupplement, the accompanying prospectus, or any free writing prospectus that we may provide to you and theinformation incorporated by reference in them, you should rely on the information in the document with themost recent date. ABOUT THIS PROSPECTUS SUPPLEMENT Unless the context indicates otherwise, references in this prospectus supplement to “we,” “u