Michael Koehler - 08 Feb 2022 Form 4 Insider Report for Constellation Energy Corp (CEG)

Footnote F1

In connection with the separation of the Issuer from Exelon Corp. effective February 1, 2022 (the "Spin-Off"), as further described in the Issuer's current report on Form 8-K filed on February 2, 2022, each Exelon Corp. shareholder received a pro-rata dividend in the form of one share of the Issuer's common stock ("Common Stock") for every three shares of Exelon Corp. common stock held by such shareholder on the January 20, 2022 record date.

Footnote F2

Restricted stock units ("RSUs") vest in 1/3 increments on the dates of the Compensation Committee's first-quarter meetings held in the first, second, and third years after the grant date (see Column 1 for year of grant). Each RSU represents the right to receive one share of Common Stock upon vesting. These RSUs accrue quarterly dividend equivalents in the form of additional RSUs representing common stock dividends as approved by the Issuer's board of directors, which vest on the same schedule as the underlying RSU.

Footnote F3

In connection with the Spin-Off, each Exelon RSU held immediately prior to the Spin Off by a Constellation employee or director was replaced with a substitute Constellation RSU in an amount equal to the number of Exelon RSUs multiplied by a fraction, the numerator of which is the volume-weighted average price of Exelon common stock for the five trading days preceding and including February 1, 2022, and the denominator of which is the volume-weighted average price of Common Stock for the five trading days beginning February 2, 2022 (such fraction, the "Constellation Conversion Ratio"). Each substitute Constellation RSU shall vest based on the holder's continued employment or service, and otherwise shall have substantially the same terms and conditions as the corresponding Exelon RSU.

Footnote F4

RSUs cliff vest in March 2022. Each RSU represents the right to receive one share of Common Stock upon vesting. These RSUs accrue quarterly dividend equivalents that are paid in cash.

Footnote F5

In connection with the Spin-Off, each Exelon performance share award ("PSA") granted in 2020 and held immediately prior to the Spin Off by a Constellation employee was replaced with a substitute Constellation RSU in an amount equal to the number of Exelon Shares deemed to have been earned, as determined by the Exelon Compensation Committee prior to the Spin-Off based on projected performance results through the end of the applicable performance period, multiplied by the Constellation Conversion Ratio. Each substitute Constellation RSU shall continue to vest based on the holder's continued employment or service, and otherwise shall have substantially the same terms and conditions as the corresponding Exelon PSA.

Footnote F6

RSUs cliff vest in January 2023. Each RSU represents the right to receive one share of Common Stock upon vesting. These RSUs do not accrue quarterly dividends.

Footnote F7

The reporting person acquired these shares of Common Stock and RSUs in connection with the Spin-Off and such acquisitions were exempt from Section 16 of the Securities Exchange Act of 1934, as amended ("Exchange Act") pursuant to Rule 16a-9 under the Exchange Act.