			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
			September 29, 2023
			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 ~~September~~March 2915, ~~2023~~2024 Constellation Energy Generation, LLC (Constellation) issued and sold $~~500~~900,000,000 in aggregate principal amount of ~~Senior~~Green ~~Notes due 2034 (the 2034~~ Senior Notes) ~~and $900,000,000 in aggregate principal amount of Senior Notes~~ due ~~2053~~2054 (the ~~2053~~Green Senior Notes~~, and collectively with the 2034 Senior Notes, the 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 ~~September~~March 2915, ~~2023~~2024, Constellation issued and sold $~~500,000,000 in aggregate principal amount of the 2034 Senior Notes and $~~900,000,000 in aggregate principal amount of the ~~2053~~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.

On May 31, 2023, Constellation entered into an Equity Purchase Agreement with Texas Genco GP, LLC and Texas Genco LP, LLC (collectively, “Seller”), subsidiaries of NRG Energy, Inc., for the acquisition (the “Acquisition”) of all of Seller’s equity interests in NRG South Texas, LP. The proceeds of the Green Senior Notes will be used, after deducting underwriters’ discounts and commissions and other estimated fees and expenses, to ~~fund~~finance aor ~~portion~~refinance, ofin ~~the~~whole ~~purchase~~or ~~price~~in ~~of the Acquisition~~part, toone ~~pay~~or ~~certain~~more ~~fees~~new ~~and~~or ~~expenses~~existing ~~relating~~Eligible ~~to the Acquisition and for general corporate purposes~~Projects. If“Eligible ~~the~~Projects” ~~Acquisition~~are isdefined ~~not~~as ~~consummated~~investments ~~for~~and ~~any~~expenditures ~~reason,~~made by Constellation ~~will~~after ~~use~~ the ~~proceeds~~issuance ~~for~~of ~~general~~such ~~corporate~~Green ~~purposes~~Senior Notes, ~~which may include repayment~~ or ~~refinancing~~in ofthe ~~existing~~24 ~~indebtedness,~~months ~~working~~prior ~~capital,~~to ~~capital~~the ~~expenditures,~~issuance ~~share~~within ~~repurchases,~~the ~~acquisitions~~eligible orgreen ~~investment in short-term Treasury obligations~~categories.

The ~~2034~~Green Senior Notes carry an interest rate of 65.~~125~~75% per annum, which is payable semi-annually on ~~January~~March 15 and ~~July~~September 15, commencing ~~January~~September 15, 2024. The ~~2034~~Green Senior Notes mature on ~~January~~March 15, ~~2034~~2054.

The ~~2053~~Green Senior Notes ~~carry~~are ansubject ~~interest~~to ~~rate~~optional ofredemption ~~6.500%~~as ~~per~~provided ~~annum,~~in ~~which~~the isGreen ~~payable semi-annually on April 1 and October 1, commencing April 1, 2024. The 2053~~ Senior Notes ~~mature on October 1, 2053~~.

~~The~~In connection with the issuance of the Green Senior Notes, ~~are~~Ballard ~~subject~~Spahr LLP provided Constellation with the legal opinions attached to ~~optional~~this ~~redemption~~report as ~~provided~~Exhibit in5.1 ~~the~~and ~~Senior~~Exhibit ~~Notes~~8.1.

InA ~~connection~~copy ~~with~~of the ~~issuance~~Underwriting ofAgreement ~~the~~dated ~~bonds~~March 12, ~~Ballard~~2024 ~~Spahr~~among ~~LLP~~Constellation ~~provided~~and ~~Constellation~~Barclays ~~with~~Capital Inc., Credit Agricole Securities (USA) Inc. and Mizuho Securities USA LLC, as representatives of the ~~legal~~several ~~opinions~~underwriters ~~attached~~named totherein ~~this~~is ~~report~~filed as Exhibit 51.1 ~~and~~to ~~Exhibit~~this 8report.1.

AReference ~~copy~~is ofmade to the ~~Underwriting~~Form ~~Agreement~~of ~~dated~~Green ~~September~~Senior ~~26,~~Note ~~2023~~attached ~~among~~as ~~BofA~~Exhibit ~~Securities, Inc~~4.,1 ~~Citigroup~~for ~~Global~~additional ~~Markets Inc.~~covenants, ~~Goldman~~events ~~Sachs~~of &default ~~Co.~~and ~~LLC,~~other ~~J.P.~~terms ~~Morgan Securities LLC~~ and ~~RBC~~conditions ~~Capital Markets, LLC, as representatives~~ of the ~~several~~Senior ~~underwriters named therein is filed as Exhibit 1~~Notes.~~1 to this report.~~

Reference is made to the Form of Senior Note due 2034 attached as Exhibit 4.1 and the Form of Senior Note due 2053 attached as Exhibit 4.2 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 ~~September~~March 2612, ~~2023~~2024 among ~~BofA~~Constellation ~~Securities,~~and ~~Inc.,~~Barclays ~~Citigroup~~Capital ~~Global Markets~~ Inc., ~~Goldman~~Credit ~~Sachs~~Agricole &Securities ~~Co.~~(USA) ~~LLC, J~~Inc.P. ~~Morgan Securities LLC~~ and ~~RBC~~Mizuho ~~Capital~~Securities ~~Markets,~~USA LLC, as representatives of the several underwriters named therein
4.1						Form of ~~2034~~Green Senior Note
4.2						Form of 2053 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

~~September~~March 2915, ~~2023~~2024

EXHIBIT INDEX

Exhibit No.						Description
1.1						Underwriting Agreement dated ~~September~~March 2612, ~~2023~~2024 among ~~BofA~~Constellation ~~Securities,~~and ~~Inc.,~~Barclays ~~Citigroup~~Capital ~~Global Markets~~ Inc., ~~Goldman~~Credit ~~Sachs~~Agricole &Securities ~~Co.~~(USA) ~~LLC, J~~Inc.P. ~~Morgan Securities LLC~~ and ~~RBC~~Mizuho ~~Capital~~Securities ~~Markets,~~USA LLC, as representatives of the several underwriters named therein
4.1						Form of ~~2034~~Green Senior Note
4.2						Form of 2053 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.

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