v3.26.1
Debt and Credit Agreements
 3 Months Ended
Mar. 31, 2026
Debt Disclosure [Abstract]  
Debt and Credit Agreements Debt and Credit Agreements
Long-Term Debt
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 $5.0 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, $1.25 billion of Calpine senior secured first lien notes in February 2026, and $1.4 billion of Calpine senior unsecured notes in March 2026.
As discussed above, the following project financing arrangements were assumed as part of the acquisition:
Geysers Power Company, LLC. We acquired the GPC first lien senior secured term loan facility, which includes a term loan and $250 million letter of credit facility, up to $50 million of which may be used for loans to finance energy storage projects ("sub-facility"). At acquisition, outstanding borrowings under the term loan and sub-facility were approximately $1.35 billion and $45 million, respectively. The GPC facility is secured by substantially all of the real and personal property of GPC and subsidiaries, primarily consisting of the Geysers Assets. The facility matures May 2029 and bears interest at SOFR plus 1.625%. As of March 31, 2026, there were $1.3 billion and $44 million of borrowings outstanding under the term loan and sub-facility, respectively.
Calpine Construction Finance Company, L.P. We acquired the CCFC first lien senior secured term loan facility with $2.1 billion outstanding borrowings at acquisition. The CCFC term loan facility is secured by certain real and personal property of CCFC, primarily seven natural gas-fired power plants. One plant secured under the facility, the Jack A. Fusco Energy Center (Fusco), is subject to sale in accordance with the DOJ resolution. See Note 2 — Mergers, Acquisitions, and Dispositions for additional information. Under the terms of the loan facility, CCFC may require the consent of certain lenders to release Fusco as guarantor depending on the application of
net sales proceeds. The term loan matures July 2030 and bears interest at SOFR plus 1.75%. As of March 31, 2026, there was $2.1 billion of borrowings outstanding under the term loan.
CDHI Intermediate Holdco, LLC. We acquired the CDHI facility (CDHI Revolver), a $1.20 billion letter of credit facility, up to $400 million of which can be used for revolving loans to finance construction of renewable energy projects. At acquisition, outstanding borrowings under the CDHI Revolver were $319 million. The CDHI Revolver is secured by substantially all of the assets of CDHI's subsidiaries in accordance with the terms of the agreement. The York Energy Centers that partially secure the CDHI Revolver are subject to sale in accordance with the DOJ resolution. Under the terms of the CDHI revolver, consent of certain lenders is required to release these plants as collateral. See Note 2 — Mergers, Acquisitions, and Dispositions for additional information. Redemptions prior to March 2026 were based on SOFR plus 2.25%, and effective March 2026, redemptions bear interest at SOFR plus 2.375%. The CDHI Revolver matures March 2028. In March 2026 and April 2026, the CDHI revolver's total capacity was reduced by $250 million and $568 million, respectively. As of March 31, 2026, there was $309 million of borrowings outstanding under the credit facility.
Nova Power, LLC. We acquired the Nova Power, LLC credit agreement, which is comprised of a term loan, with $591 million of outstanding borrowings at acquisition, and a $80 million letter of credit facility. The agreement finances a portion of the cost of the development, construction, maintenance, and operation of the Nova Power battery storage project, and is secured by Nova Power's real and personal property. The credit agreement matures September 2031 and bears interest at SOFR plus 1.75%. As of March 31, 2026, there was $581 million of borrowings outstanding under the credit agreement.
Greenfield L.P. We acquired the Greenfield L.P. credit facility, which includes a term loan, with $342 million of outstanding borrowings at acquisition, and several letters of credit facilities, with issuing capacity of approximately $75 million. The Greenfield L.P. credit facility is secured by certain real and personal property, primarily the Greenfield Energy Center in Ontario, Canada. The credit facility matures November 2030 and bears interest at CORRA plus 1.875%. As of March 31, 2026, there was $330 million of borrowings outstanding under the facility.
Pin Oak Creek Energy Center LLC. We acquired Pin Oak Creek Energy Center's credit agreement pursuant with Texas Energy Fund (TEF), as lender, as administered by the Public Utility of Texas (PUCT). The loan proceeds are being used to finance eligible costs for the development (as defined in the agreement), construction, and installation of Pin Oak Creek Energy Center in Fairfield, Texas. The loan had outstanding borrowings of $230 million at acquisition. The loan matures October 2045 and bears interest at 3%. As of March 31, 2026, there was $246 million of borrowings outstanding under the loan.
Calpine Credit Agreements
As a result of the acquisition, we acquired Calpine's corporate secured and unsecured letters of credit facilities with capacity totaling $525 million and $200 million, respectively, at the time of acquisition.
The total capacity of assumed project and corporate credit facilities discussed above was approximately $2.3 billion at the time of acquisition, which is reduced by outstanding borrowings under the GPC facility and CDHI Revolver. At the time of acquisition, there were outstanding letters of credit on the assumed facilities of approximately $1.7 billion. See the Credit Facilities table below for additional information on credit facilities associated with these project financing arrangements.
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 ("Exchange Offers"). 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:
NoteInterest RateMaturityIssued Amount
2029 Senior Unsecured Notes4.625%February 2029$647 
2031 Senior Unsecured Notes5.000%February 2031848 
2031 Senior Secured Notes3.750%March 2031795 
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 reflected in the Debt Issuances and Redemptions table below.
Long-term Debt Summary
The following table presents the outstanding long-term debt, as of March 31, 2026 and December 31, 2025:
Rates
Maturity Date
March 31, 2026December 31, 2025
Long-term debt
Senior unsecured notes(a)(b)
3.75% - 6.50%
2028 - 2066$10,833 $5,688 
Tax-exempt notes(c)
4.10% - 4.45%
2029 - 2053412 412 
Notes payable and other
1.71% - 8.18%
2026 - 203585 53 
Project finance:(b)
Variable rates
4.13% - 5.98%
2027 - 20305,274 597 
Fixed rates
2.29% - 8.64%
2031 - 2048876 653 
Total long-term debt17,480 7,403 
Unamortized debt discount and premium, net(16)(1)
Unamortized fair value of debt
(19)— 
Unamortized debt issuance costs(81)(60)
Long-term debt due within one year(370)(92)
Long-term debt$16,994 $7,250 
________
(a)Includes January 2026 debt issuance of $2.75 billion and exchanged debt of $2.3 billion.
(b)Includes debt assumed in acquisition of Calpine.
(c)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.
Debt Issuances and Redemptions
During the three months ended March 31, 2026, the following long-term debt was issued (redeemed):
Type(a)
Interest RateMaturityAmount
2028 Senior Notes(b)
3.90%January 2028$900 
2066 Senior Notes(b)
5.875%January 2066800 
2031 Senior Notes(b)
4.40%January 2031750 
2028 Floating Rate Senior Notes(b)
SOFR + 0.60%
January 2028300 
Pin Oak Creek Energy Center3.00%October 204516 
Energy Efficiency Project Financing(c)
5.51%December 20304 
RPG Nonrecourse Debt4.11%March 2035(2)
2031 Unsecured Notes5.00%August 2031(2)
2029 Unsecured Notes4.625%August 2029(3)
Antelope Valley DOE Nonrecourse Debt
2.29% - 3.56%
January 2037(6)
Greenfield
CORRA + 1.875%
November 2030(7)
Nova Power
SOFR + 1.75%
March 2028(10)
Calpine Development Holdings
SOFR + 2.25%
March 2028(11)
Continental Wind Nonrecourse Debt6.00%February 2033(18)
Geysers Power Company
SOFR + 1.625%
May 2029(35)
Calpine Term Loan
SOFR + 1.75%
February 2032(860)
Calpine 2028 Senior Secured Notes4.50%February 2028(1,250)
Calpine 2028 Senior Unsecured Notes5.125%March 2028(1,400)
Calpine Term Loan
SOFR + 1.75%
January 2031(1,650)
Total long-term debt issued (redeemed)$(2,484)
__________
(a)Does not include debt exchange activity discussed above.
(b)Relates to January 2026 debt issuance used to pay down Calpine corporate debt assumed.
(c)Represents funding to install energy conservation measures. The maturity dates represent the expected date of project completion, upon which the respective customer assumes the outstanding debt.
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 matures November 2055. Interest rates on the loan is 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.
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 revolving credit facility (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 the 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 letter 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 rating. 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
The Accounts Receivable Facility (the Facility) provides NER access to revolving loans from a number of financial institutions (Lenders) secured by certain customer accounts receivable. The maximum funding limit of the Facility is $1.5 billion and matures December 2027. 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. In January 2026, we drew on and repaid the full amount of the Facility. Subsequently, in February and March 2026, we drew on the Facility in the amounts of $600 million and $900 million, respectively. The Facility was fully drawn on and outstanding as of March 31, 2026. In April 2026, we issued a $1.5 billion term loan, as discussed below, and used the proceeds to repay $400 million of the Facility.
The 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 March 31, 2026, the balance of our eligible receivables exceeded the cash proceeds outstanding from the Lenders.
Credit Facilities Summary
As of March 31, 2026 and December 31, 2025, we had the following aggregate bank commitments, credit facility borrowings and available capacity under our respective credit facilities:
Facility TypeAggregate Bank CommitmentFacility Draws
Outstanding Letters of Credit(a)
Outstanding Commercial Paper(b)
Total Available Capacity
March 31, 2026
Revolving Credit Facility$7,000 $— $701 $1,957 $4,342 
Bilateral and letter of credit facilities(c)(d)
4,100 — 2,632 — 1,468 
Accounts Receivable Facility1,500 1,500 — — — 
CDHI Revolver(d)
908 309 — — 599 
Liquidity Facility971 — 758 — 

199 
(e)
Project Finance(d)
571 44 453 — 74 
Total$15,050 $1,853 $4,544 $1,957 $6,682 
Facility TypeAggregate Bank CommitmentFacility Draws
Outstanding Letters of Credit(a)
Outstanding Commercial Paper(b)
Total Available Capacity
December 31, 2025
Revolving Credit Facility$4,500 $— $40 $— $4,460 
Bilaterals2,350 — 1,276 — 1,074 
Accounts Receivable Facility1,500 — — — 1,500 
Liquidity Facility971 — 647 — 

312 
(e)
Project Finance137 — 122 — 15 
Total$9,458 $— $2,085 $— $7,361 
__________
(a)Excludes an additional outstanding letter of credit which was not issued under these facilities of $15 million as of March 31, 2026 and December 31, 2025. See Note 15 — 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 March 31, 2026 and December 31, 2025, the maximum program size of our commercial paper program was $7.0 billion and $4.5 billion, respectively. We do not issue commercial paper in an aggregate amount exceeding the then available capacity under our credit facility. The weighted average interest rate on commercial paper borrowings was 3.98% as of March 31, 2026. There were no commercial paper borrowings outstanding as of December 31, 2025.
(c)In February 2026, we increased the capacity to issue letters of credit by an additional $100 million each for two existing uncommitted bilateral facilities, and an additional $200 million for a third uncommitted bilateral facility. In February 2026, we initiated a new bilateral credit agreement for $400 million, with no maturity date. In February 2026, we entered into a $75 million uncommitted bilateral credit agreement. In March 2026, we increased the capacity to issue letters of credit for one committed bilateral facility by an additional $300 million and converted it to an uncommitted facility. In March 2026, a bilateral credit agreement initiated in March 2025 was extended for an additional two years to mature March 2028.
(d)Includes corporate and project-related facilities assumed in connection with Calpine acquisition in January 2026.
(e)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 March 31, 2026 and December 31, 2025, without posting additional collateral, the actual availability of facility, prior to outstanding letters of credit was $957 million and $959 million, respectively.
Short-Term Loan Agreements
As of March 31, 2026 and December 31, 2025, we had the following short-term loan agreements, both of which are unsecured and reflected in Short-term borrowings in the Consolidated Balance Sheets:
Month Initiated
Interest Rate
Maturity
March 31, 2026
December 31, 2025
May 2025(a)
1-month SOFR + 0.90%
May 2026$900 $900 
September 2025
1-month SOFR + 0.90%
September 2026750 750 
__________
(a)In April 2026, we initiated a term loan for $1.5 billion, the proceeds of which were used to repay the May 2025 term loan.
Debt Covenants
As of March 31, 2026, we are in compliance with all debt covenants.