
			UNITED STATES SECURITIES AND EXCHANGE COMMISSION
			Washington, D.C. 20549
			FORM			8-K

			CURRENT REPORT
			Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
			March 15, 2024
			Date of Report (Date of earliest event reported)

Commission
File Number

Name of Registrant; State or Other Jurisdiction of Incorporation; Address of Principal Executive Offices; and Telephone Number

IRS Employer Identification Number

333-85496

CONSTELLATION ENERGY GENERATION, LLC

23-3064219

(a Pennsylvania limited liability company)

200 Exelon Way

Kennett Square, Pennsylvania 19348-2473

(833) 883-0162


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

N/A


Indicate by check mark whether any of the registrants are emerging growth companies as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐


If an emerging growth company, indicate by check mark if any of the registrants have elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Section 1 – Registrant’s Business and Operations

Item 1.01. Entry into a Material Definitive Agreement

On March 15, 2024 Constellation Energy Generation, LLC (Constellation) issued and sold $900,000,000 in aggregate principal amount of Green Senior Notes due 2054 (the Green Senior Notes). See Item 2.03 below for a description of the Green Senior Notes and related agreements.

Section 2 – Financial Information

Item 2.03(a). Creation of a Direct Financial Obligation

On March 15, 2024, Constellation issued and sold $900,000,000 in aggregate principal amount of the Green Senior Notes. The Green Senior Notes were issued under an indenture, dated as of September 28, 2007, between Constellation and U.S. Bank Trust Company, National Association, as trustee.

The proceeds of the Green Senior Notes will be used, after deducting underwriters’ discounts and commissions and other estimated fees and expenses, to finance or refinance, in whole or in part, one or more new or existing Eligible Projects. “Eligible Projects” are defined as investments and expenditures made by Constellation after the issuance of such Green Senior Notes, or in the 24 months prior to the issuance within the eligible green categories.

The Green Senior Notes carry an interest rate of 5.75% per annum, which is payable semi-annually on March 15 and September 15, commencing September 15, 2024. The Green Senior Notes mature on March 15, 2054.

The Green Senior Notes are subject to optional redemption as provided in the Green Senior Notes.

In connection with the issuance of the Green Senior Notes, Ballard Spahr LLP provided Constellation with the legal opinions attached to this report as Exhibit 5.1 and Exhibit 8.1.

A copy of the Underwriting Agreement dated March 12, 2024 among Constellation and Barclays Capital Inc., Credit Agricole Securities (USA) Inc. and Mizuho Securities USA LLC, as representatives of the several underwriters named therein is filed as Exhibit 1.1 to this report.

Reference is made to the Form of Green Senior Note attached as Exhibit 4.1 for additional covenants, events of default and other terms and conditions of the Senior Notes.

Section 9 - Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.


Exhibit No.						Description
1.1						Underwriting Agreement dated March 12, 2024 among Constellation and Barclays Capital Inc., Credit Agricole Securities (USA) Inc. and Mizuho Securities USA LLC, as representatives of the several underwriters named therein
4.1						Form of Green Senior Note
5.1						Exhibit 5 Opinion of Ballard Spahr LLP
8.1						Exhibit 8 Opinion of Ballard Spahr LLP
101						Cover Page Interactive Data File – the cover page XBRL tabs are embedded within the Inline XBRL document.
104						The cover page from this Current Report on Form 8-K, formatted as Inline XBRL.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


			CONSTELLATION ENERGY GENERATION, LLC

			/s/ Daniel L. Eggers
			Daniel L. Eggers
			Executive Vice President and Chief Financial Officer
			Constellation Energy Generation, LLC

March 15, 2024

EXHIBIT INDEX


Exhibit No.						Description
1.1						Underwriting Agreement dated March 12, 2024 among Constellation and Barclays Capital Inc., Credit Agricole Securities (USA) Inc. and Mizuho Securities USA LLC, as representatives of the several underwriters named therein
4.1						Form of Green Senior Note
5.1						Exhibit 5 Opinion of Ballard Spahr LLP
8.1						Exhibit 8 Opinion of Ballard Spahr LLP
101						Cover Page Interactive Data File – the cover page XBRL tabs are embedded within the Inline XBRL document.
104						The cover page from this Current Report on Form 8-K, formatted as Inline XBRL.

CONSTELLATION ENERGY GENERATION LLC 8-K