EXC 8-K Current Reports

EXELON CORP 8-K Report, Financial Results (Jul 30, 2026)

Exelon (EXC) reported second-quarter 2026 results on July 30, 2026, with GAAP EPS of $0.39 and Adjusted (non-GAAP) operating EPS of $0.43, up from $0.39 in Q2 2025 and in line with management's expectations. GAAP net income was $396 million versus $391 million a year earlier. Growth was driven mainly by distribution and transmission rate increases at ComEd and PHI, higher AFUDC at ComEd, the absence of PECO customer surcharge credits, and the lapping of the prior-year Customer Relief Fund contribution. These gains were partly offset by higher depreciation at PECO and PHI, higher interest expense, higher credit loss expense at BGE, and a PECO tax-repair-related increase in income taxes. Operating EPS for the first half was $1.33 versus $1.31 a year earlier. Management affirmed full-year 2026 adjusted operating EPS guidance of $2.81 to $2.91 and expects operating EPS compound annual growth from 2025 to 2029 near the top end of the 5-7% range. The company cites a planned ~$41.7B four-year capital program, a 7.9% rate base growth outlook, and ~86% of 2026 debt financings already executed. Credit metric targets remain around 14% (S&P FFO/Debt and Moody's CFO pre-WC/Debt). Notable regulatory items include BGE's $156.1M electric distribution rate case (10.40% ROE requested, decision expected around January 2027), Pepco MD's order expected in August 2026, and ComEd's grid plan and reconciliation orders expected by year-end. The quarterly dividend was declared at $0.42 per share. The filing also flags credit-rating developments that bear watching: S&P downgraded BGE's senior unsecured rating from A to A- on April 30, 2026, and Moody's downgraded PECO's senior secured rating from Aa3 to A1 on July 15, 2026. Balance sheet data show long-term debt rising to $50.3B from $47.4B at year-end 2025, short-term borrowings increasing to $1.2B, and capital expenditures of $4.6B in the first half, up from $4.0B. Operating cash flow of $3.7B exceeded the prior-year $2.7B. Investors should weigh the strong growth visibility and reliability record against rising leverage, ongoing equity issuance needs (~$3.4B through 2029), and regulatory outcomes that remain pending.

Jul 30, 2026 8-K

Regulation FDOther EventsExhibits & Filings

EXELON CORP 8-K Report, Financial Results (May 6, 2026)

Exelon reported first-quarter 2026 results on May 6, 2026. GAAP net income was $919 million, or $0.90 per diluted share, essentially flat versus $908 million ($0.90) in Q1 2025. Adjusted (non-GAAP) operating earnings were $930 million, or $0.91 per share, down from $0.92 a year earlier. The slight decline was driven by timing of ComEd distribution earnings, higher depreciation at PECO and PHI, higher interest expense, a Pepco Maryland multi-year plan reconciliation impact, and higher Holding Company costs from income taxes and interest. Partially offsetting these were approved distribution and transmission rates at ComEd, PHI and BGE, the absence of PECO surcharge credits, and favorable weather at PECO and BGE. Management affirmed full-year 2026 adjusted operating EPS guidance of $2.81-$2.91 and reiterated that 2025-2029 operating EPS CAGR is expected near the top end of the 5-7% range. The headline change is a revised four-year capital plan of $41.7 billion (2026-2029), up from $41.3 billion, which is a $1.1 billion reduction in distribution investment offset by a $1.5 billion increase in transmission investment. This supports 7.9% rate base growth through 2029, with management citing $12-17 billion of additional transmission opportunity beyond the plan and an ~18 GW committed data center pipeline (about 45% secured with Transmission Security Agreements). Financing progress is on track: about 43% of 2026 debt financing is complete, including all Holding Company issuances, and about 37% of the $3.4 billion equity need through 2029 has been priced via forward contracts. Credit is a watch item: S&P downgraded BGE's senior unsecured rating to A- on April 30, 2026, and Moody's placed PECO on review for downgrade on April 24, 2026. Investors should monitor these ratings actions alongside the pending Pepco Maryland order (expected August 2026) and the Maryland Utility RELIEF Act, which awaited the governor's signature at the time of filing.

May 6, 2026 8-K

Shareholder Matters

EXELON CORP 8-K Report, Shareholder Vote Results (Apr 30, 2026)

Exelon Corporation held its Annual Meeting of Shareholders on April 28, 2026, where key corporate governance matters were presented for a vote. The results indicate strong shareholder support for the proposed slate of directors, with all nominees securing a significant majority of votes. This consistent backing for the board signifies continued confidence in the company's leadership and strategic direction. Furthermore, shareholders overwhelmingly ratified the appointment of PricewaterhouseCoopers LLP as the independent auditor for 2026, a crucial step in maintaining financial transparency and integrity. The advisory vote on executive compensation also received strong approval, suggesting shareholders are generally aligned with the company's approach to compensating its named executive officers. Overall, the meeting results reflect a stable shareholder base that supports the company's established governance and financial oversight.

Apr 30, 2026 8-K

EXELON CORP 8-K Report, Regulation FD Disclosure (Apr 16, 2026)

Exelon's PECO subsidiary has withdrawn its electric and natural gas base rate case filings with the Pennsylvania Public Utility Commission (dockets R-2026-3060859 and R-2026-3060860), originally submitted March 30, 2026. PECO cited customer affordability concerns, including elevated energy supply costs and broader cost-of-living pressure in southeastern Pennsylvania, and said the decision followed conversations with Governor Josh Shapiro and stakeholder input. The withdrawal removes a near-term source of incremental rate base growth and revenue recovery from PECO's pending investment plan, and PECO says it will evaluate the timing and scope of longer-term grid modernization investments and any future regulatory filings. Exelon is responding by redeploying capital and delaying certain capital projects, along with pursuing operational efficiencies. Importantly, management reaffirmed its 2026 Adjusted (non-GAAP) operating EPS guidance of $2.81-$2.91 and its expectation for cumulative annualized Adjusted operating earnings growth from 2025 to 2029 near the top of the 5-7% range. Those reaffirmations suggest management believes the efficiency and redeployment plan can offset the lost rate relief, though investors will want detail on the capital plan changes and rate base growth trajectory, which are expected on the May 6, 2026 first-quarter earnings call. The filing also discloses that Maryland's Utility RELIEF Act passed the General Assembly on April 13, 2026 and awaits the Governor's signature. If enacted, it would modify Maryland ratemaking rules for cost recovery at BGE, Pepco, and DPL. The 8-K is a combined filing for Exelon and its utility subsidiaries, and the disclosed developments carry forward-looking risk factors, including regulatory outcomes, affordability-driven political pressure, and capital allocation uncertainty.

Apr 16, 2026 8-K

Material AgreementsFinancial EventsExhibits & Filings

EXELON CORP 8-K Report, Material Agreement (Feb 20, 2026)

Exelon Corporation (EXC) has announced the successful issuance and sale of $775 million in aggregate principal amount of its 4.950% Notes due 2036. This new debt offering is primarily intended to refinance the Company's maturing $750 million 3.400% Notes due 2026. The net proceeds, combined with existing cash, will cover the principal repayment of the maturing debt, with any remainder allocated for general corporate purposes.

Feb 20, 2026 8-K

Material AgreementsFinancial EventsSecurities & Listing+2

EXELON CORP 8-K Report, Financial Results (Feb 12, 2026)

Exelon's Q4 and full-year 2025 results beat its own expectations. Q4 GAAP EPS was $0.58 and Adjusted operating EPS was $0.59, down from $0.64 in Q4 2024, mainly on higher interest expense, depreciation, contracting costs, and the absence of a PECO storm deferral. For full-year 2025, GAAP EPS rose to $2.73 from $2.45 and Adjusted operating EPS rose to $2.77 from $2.50, above the $2.64-$2.74 guidance range. Utility earnings growth was driven by distribution and transmission rate increases at ComEd, PECO, BGE and PHI, along with favorable weather at PECO. Full-year Adjusted EPS grew about 11%, while Q4 Adjusted EPS fell slightly. Management initiated 2026 Adjusted operating EPS guidance of $2.81-$2.91, implying more than 6% growth over the 2025 guidance midpoint, and projects EPS compounded growth near the top of its 5-7% range through 2029. The company is backing this with a $41.3 billion four-year capital plan (2026-2029) that it expects to grow rate base 7.9%, with transmission accounting for roughly 70% of the plan-over-plan increase. Equity needs of $3.4 billion through 2029 (about $850 million a year) are a key dilution consideration, with 82% of 2026 needs already priced under forwards. The company also declared a $0.42 quarterly dividend, unchanged from the prior quarter's rate, implying about 60% payout. Key watch items for investors include the size of the capital plan and equity issuance, regulatory outcomes (notably pending Pepco Maryland and DPL Delaware electric rate cases), affordability pressure from rising bills and PJM wholesale supply costs, and the realization of large-load and transmission opportunities. Management reports 2026 GAAP and Adjusted earnings are currently expected to match, with no reconciling items.

Feb 12, 2026 8-K/A

Leadership Changes

EXELON CORP 8-K/A Report, Executive Changes (Feb 3, 2026)

Exelon Corporation (EXC) has filed an 8-K/A to provide an update regarding committee appointments for its Board of Directors. Specifically, David DeWalt, who was previously appointed to the Board on March 10, 2025, has now been assigned to two key committees. This filing clarifies his role and responsibilities within the Board's structure. Effective April 27, 2026, Mr. DeWalt will serve on the Talent Management and Compensation Committee and the Operations, Safety, and Customer Experience Committee. These appointments are significant as they indicate Mr. DeWalt's involvement in critical areas of corporate governance, including executive compensation, talent development, operational oversight, and customer-facing strategies. Investors should note these appointments as they reflect the company's commitment to diverse board expertise in areas directly impacting performance and shareholder value.

Feb 3, 2026 8-K

EXELON CORP 8-K Report, Material Agreement (Dec 4, 2025)

On December 4, 2025, Exelon (EXC) closed a $1.0 billion private offering of 3.25% convertible senior notes due March 15, 2029. The total includes the full $100 million over-allotment option that the initial purchasers exercised, raising the base deal from the $900 million announced on December 1. The company estimates net proceeds of about $987.5 million before other offering expenses, which it intends to use to repay or refinance debt or for general corporate purposes. The notes are senior unsecured obligations, structurally junior to all subsidiary liabilities, and the company cannot redeem them before maturity. The conversion price is about $57.11 per share (17.5093 shares per $1,000 principal), a roughly 25% premium to the December 1, 2025 closing price, implying a reference price near $45.70. Exelon can settle conversions in cash up to principal, with the excess paid in cash, shares, or a combination at its election. This structure limits share dilution to the in-the-money value above par. Holders can convert freely only on or after December 15, 2028, and before that only under certain conditions. Holders can also require repurchase at par plus accrued interest upon a fundamental change, and a make-whole share increase may apply in some cases. For investors, the deal is a low-coupon, dilution-managed financing that adds about $1 billion of liquidity and extends the maturity profile into 2029. The main considerations are the added leverage in a capital-intensive utility, the cash-settlement flexibility, and the potential future equity issuance if the stock rises above $57.11 and the company elects to settle in shares. The 8-K does not disclose pro forma leverage or a specific debt-reduction schedule, so the net effect on credit metrics would require review of the company's filings and rating agency commentary.

Dec 4, 2025 8-K

EXELON CORP 8-K Report, Executive Changes (Nov 26, 2025)

Exelon Corporation (EXC) announced a significant executive leadership change effective January 1, 2026, with the departure of David Glockner, Executive Vice President, Compliance, Audit and Risk. Mr. Glockner's departure is structured under the company's Senior Management Severance Plan, indicating a departure other than for cause. This transition will lead to a realignment of responsibilities within Exelon's senior management team, aiming to integrate key oversight functions more directly with existing executive roles. In response to Mr. Glockner's departure, Exelon is expanding the roles of two key executives. Jeanne Jones, currently Executive Vice President and Chief Financial Officer, will absorb responsibility for the audit and risk departments, becoming Executive Vice President, Chief Finance Officer, Audit and Risk. Concurrently, Colette Honorable, Executive Vice President, Chief Legal Officer and Corporate Secretary, will assume oversight of the compliance department, adding the title Executive Vice President, Chief Legal Officer, Compliance and Corporate Secretary. These changes suggest a strategic effort to streamline governance and risk management functions under the purview of the CFO and CLO, respectively, which could impact operational efficiency and corporate oversight.

Nov 26, 2025 8-K

EXELON CORP 8-K Report, Regulation FD Disclosure (Nov 24, 2025)

Exelon (EXC) disclosed in this November 24, 2025 Form 8-K (Regulation FD, Item 7.01) that the U.S. District Court for the Northern District of Illinois granted preliminary approval on November 18, 2025 to a proposed settlement of the consolidated stockholder derivative action In re Exelon Corporation Derivative Litigation. The case stems from the alleged bribery scheme tied to Commonwealth Edison's July 2020 Deferred Prosecution Agreement. The settlement is a non-cash-heavy resolution: a $40 million payment to the Company from defendants' insurers (of which $10 million is the plaintiffs' counsel fee and expense award, subject to court approval), with $30 million of those insurance proceeds the Company has elected to use toward a $173 million securities class action settlement (Flynn v. Exelon). The bulk of the consideration is corporate governance reforms, including compliance policy changes, board composition changes, enhanced lobbying and political-activity oversight, and a $4,249,809 reduction in former CEO Christopher Crane's 2020-2022 performance share payout. For investors, the financial impact appears limited. The Company's cash inflow from insurers is modest relative to Exelon's scale, and the filing does not indicate a material accrual or charge. The principal significance is governance: the settlement imposes multi-year reforms (generally maintained for at least five years), creates new board-level oversight of lobbying and political contributions, and extends board refreshment. The settlement also bars shareholders from pursuing the released claims and preserves the Company's sole right to pursue certain claims against former officers Anne Pramaggiore, Fidel Marquez and John Hooker. The settlement remains subject to a final approval hearing scheduled for March 18, 2026, and objection deadlines fall on March 4, 2026. The filing notes that the individual defendants deny all wrongdoing, and that the settlement is not an admission of liability. Investors should monitor the final approval decision and the implementation of governance reforms, rather than expect a material near-term change to Exelon's financial results.

Nov 24, 2025 8-K

EXELON CORP 8-K Report, Temporary Suspension of Trading Under Employee Benefit Plans (Nov 18, 2025)

Exelon Corporation (EXC) filed an 8-K on November 18, 2025 disclosing a temporary suspension of trading under its Employee Savings Plan (ESP), a routine administrative event tied to a change of plan recordkeeping vendor. The Plan Blackout Period is expected to begin at 4:00 p.m. Eastern Time on December 3, 2025 and end during the week of December 22, 2025, when the vendor change takes effect. During the blackout, ESP participants cannot change contribution rates, transfer or diversify investments (including moving assets into or out of Exelon common stock), or take loans, withdrawals, or distributions. Because the filing is required under Section 306(a) of the Sarbanes-Oxley Act and Regulation BTR, Exelon also sent a Blackout Notice to its directors and executive officers. During the blackout they are barred from buying, selling, or otherwise transferring Exelon common stock or derivative securities acquired through their board or executive roles. The restriction extends to indirect transactions by family members and entities in which they hold a pecuniary interest. Violations can require disgorgement of profits and carry civil and criminal penalties. For investors, the filing carries no reported financial impact, no earnings or guidance change, and no operational disruption beyond the temporary inability of plan participants to adjust holdings. It is best read as a compliance and administrative disclosure. The main points to note are the exact blackout timing and the insider trading restrictions, which apply to executives and directors during that window.

Nov 18, 2025 8-K

EXELON CORP 8-K Report, Financial Results (Nov 4, 2025)

Exelon (EXC) reported third quarter 2025 results on November 4, 2025, with GAAP net income of $0.86 per share, matching adjusted (non-GAAP) operating earnings of $0.86 per share, up from $0.70 GAAP and $0.71 adjusted in Q3 2024. Consolidated GAAP net income rose to $875 million from $707 million, driven mainly by higher distribution and transmission rates at ComEd and PHI, distribution rate increases at PECO and BGE, and lower storm costs at PECO and BGE. Nine-month adjusted operating earnings reached $2.17 per share, versus $1.86 a year earlier. Exelon reaffirmed its full-year 2025 adjusted operating EPS guidance of $2.64 to $2.74 and its 5-7% operating EPS compound annual growth outlook from 2024 to 2028, with management expecting to land at or above the midpoint. The company stated that it has completed all planned 2025 debt financings and has priced nearly half of its roughly $2.8 billion equity need through 2028, including essentially all of 2025 and about 95% of 2026 needs via its $2.5 billion at-the-market program. Management cites a $38 billion four-year capital investment plan supporting a 7.4% rate base growth outlook, plus $10-15 billion of potential transmission opportunity beyond the plan and a large-load pipeline of 19+ GW. Pepco filed a Maryland electric distribution rate case seeking a $133 million revenue requirement increase at a 10.50% ROE, with a decision expected in the third quarter of 2026. Key watch items for investors include the pace of rate case outcomes across jurisdictions, the ComEd reconciliation proceeding (about $268 million), the timing and cost of ongoing equity issuance, and rising wholesale supply costs in PJM, which management says increased 60% year over year. Credit metrics remain a focus, with Exelon's senior unsecured ratings at Baa2 (Stable) by Moody's and BBB+ (Stable) by S&P. The dividend was declared at $0.40 per share, payable December 15, 2025.

Nov 4, 2025 8-K

Shareholder MattersExhibits & Filings

EXELON CORP 8-K Report, Financial Results (Jul 31, 2025)

Exelon (EXC) reported second-quarter 2025 results on July 31, 2025, with GAAP net income and Adjusted (non-GAAP) operating earnings both at $0.39 per diluted share, down from $0.45 GAAP and $0.47 adjusted in Q2 2024. The decline was driven mainly by timing of distribution earnings at ComEd, increased storm costs at PECO (peak outages above 325,000 customers during June storms), lower Maryland multi-year plan reconciliation impacts at PHI, higher credit loss and interest expense, and a one-time Customer Relief Fund contribution at the holding company. Partially offsetting these were distribution rate increases at PECO, BGE, ComEd and PHI. Consolidated operating revenues rose slightly to $5.43 billion from $5.36 billion, while six-month GAAP net income grew to $1.30 billion from $1.11 billion, supported by rate increases and lower income taxes. Management reaffirmed full-year 2025 Adjusted operating EPS guidance of $2.64-$2.74 and the 5-7% operating EPS compound annual growth target for 2024-2028, with management expecting to land at or above the midpoint. The company also declared a regular quarterly dividend of $0.40 per share, payable September 15, 2025. Financing progress was strong: about 80% of planned 2025 debt financing was executed, and 100% of the $700 million 2025 annualized equity need was priced, alongside roughly 22% of 2026's need via an ATM program. The company highlighted a 17+ GW large-load pipeline, primarily data centers, and a $38 billion four-year capital plan supporting a 7.4% rate base growth outlook. Key watch items for investors include the weaker quarter relative to prior year, the timing dependence of ComEd distribution earnings, the pending base rate case orders (DPL Delaware gas and ACE New Jersey electric, with orders expected in the next 6-9 months), and the ComEd reconciliation request of approximately $268 million. Credit metrics remain above downgrade thresholds, though Exelon's Moody's rating is Baa2 with a stable outlook and S&P rates it BBB+ stable. Exelon's business is entirely regulated transmission and distribution, which limits commodity exposure but makes earnings sensitive to regulatory outcomes and weather-driven storm costs.

Jul 31, 2025 8-K

EXELON CORP 8-K Report, Shareholder Vote Results (May 5, 2025)

Exelon Corporation (EXC) filed an 8-K on May 5, 2025, detailing the results of its Annual Meeting of Shareholders held on April 29, 2025. The filing indicates strong shareholder support for the re-election of all director nominees, with each receiving over 94% of the votes cast. Additionally, shareholders overwhelmingly ratified the appointment of PricewaterhouseCoopers LLP as the independent auditor for 2025 and approved, on an advisory basis, the compensation of the Company's named executive officers, with both proposals receiving approximately 90% of the votes cast in favor. The voting outcomes suggest broad alignment between management and shareholders on corporate governance and executive compensation matters. The high approval margins for director elections and auditor ratification provide a stable foundation for the company's ongoing operations and strategic initiatives. Investors can take comfort in the demonstrated shareholder confidence in the Board of Directors and the company's financial oversight.

May 5, 2025 8-K

Material AgreementsExhibits & Filings

EXELON CORP 8-K Report, Material Agreement (May 2, 2025)

Exelon Corporation has entered into an Equity Distribution Agreement establishing an at-the-market (ATM) equity distribution program. This allows the company to offer and sell up to $2.5 billion of its common stock over time through a syndicate of sales agents. The program also includes provisions for forward sale agreements, where Exelon may receive proceeds upon future settlement of these arrangements. This strategic move provides Exelon with significant financial flexibility to access capital. The proceeds are intended for general corporate purposes, including debt repayment. While the company has the option to sell shares, it is not obligated to do so, and can suspend or terminate the program at any time. The offering is being made under Exelon's existing shelf registration statement.

May 2, 2025 8-K

EXELON CORP 8-K Report, Financial Results (May 1, 2025)

Exelon reported first-quarter 2025 results on May 1, 2025, with GAAP net income of $0.90 per share ($908 million) and Adjusted (non-GAAP) operating earnings of $0.92 per share ($932 million), up from $0.66 and $0.68 per share a year earlier. The improvement was driven mainly by distribution and transmission rate increases at ComEd and PHI, distribution rate increases at PECO and BGE, timing of distribution earnings at ComEd, and normal weather at PECO versus an unfavorable prior-year quarter. Higher interest expense at PECO, BGE, and PHI partially offset these gains. Management affirmed full-year 2025 Adjusted operating EPS guidance of $2.64-$2.74 and reaffirmed a 5-7% operating EPS CAGR from 2024 to 2028, with the company expecting to land at the midpoint or better. Financing progress was a key theme. Through March 31, 2025, Exelon completed about 50% of its planned 2025 debt financings, including all Corporate issuances, and priced roughly 60% ($425 million) of its $700 million annualized equity need. Corporate issued $1 billion of hybrid junior subordinated notes (receiving 50% equity credit) and $1 billion of senior notes in February, and the subsidiaries Pepco, DPL, and ACE issued a combined $425 million of first mortgage bonds in late March. Management pointed to a $38 billion four-year capital plan, 7.4% rate base growth, and $10-15 billion of potential transmission opportunity beyond the plan, along with a pipeline of more than 17 GW of anticipated large-load (data center) demand. The main investor watch items are regulatory and balance-sheet risks. ComEd has a pending reconciliation request of about $268 million for 2024 costs, and several Maryland reconciliation cases and the DPL Delaware gas and ACE New Jersey electric rate cases remain pending. Credit metrics remain above the downgrade thresholds, and long-term debt rose to $45.3 billion from $42.9 billion at year-end 2024, a trend investors should track as the company continues to fund its capital plan with a mix of debt and equity.

May 1, 2025 8-K

Material AgreementsFinancial Events

EXELON CORP 8-K Report, Executive Changes (Mar 10, 2025)

Exelon Corporation (Nasdaq: EXC) filed an 8-K on March 10, 2025 to report the appointment of David DeWalt as an independent member of its Board of Directors, effective immediately. DeWalt is founder and CEO of venture capital and cybersecurity firm NightDragon and previously led cybersecurity companies FireEye and McAfee. The Board has not yet determined which committees he will join. He will receive Exelon's standard non-employee director compensation, as previously disclosed in the proxy statement filed March 20, 2024, and the filing states no arrangement exists between him and any other person regarding his selection. From an investor standpoint, this is a governance-focused event rather than a financial one. The filing contains no financial results, guidance, or material transaction, and the 8-K does not quantify any expected financial impact. The appointment signals that the Board is adding cybersecurity and technology oversight expertise, which management frames as important given Exelon's grid modernization program and the need to protect operations and customer data (the company serves 10.7 million customers across six regulated utilities). The key items to monitor going forward are the committee assignments DeWalt receives, which would reveal where the Board intends to place cyber and technology oversight, and any subsequent disclosures regarding cybersecurity incidents or capital investment in grid technology. Investors should view this as a low-impact, constructive governance update.

Mar 10, 2025 8-K

EXELON CORP 8-K Report, Material Agreement (Feb 21, 2025)

Exelon Corporation (EXC) has filed an 8-K report detailing the issuance and sale of $1.0 billion in aggregate principal amount of notes. This issuance includes $500 million of 5.125% Notes due 2031 and $500 million of 5.875% Notes due 2055. The net proceeds from this offering, along with existing cash, will be utilized to repay approximately $464 million of outstanding commercial paper borrowings. The remaining proceeds are allocated for general corporate purposes, indicating a strategic move to refinance existing debt and strengthen the company's balance sheet.

Feb 21, 2025 8-K

EXELON CORP 8-K Report, Corporate Update (Feb 19, 2025)

Exelon Corporation (EXC) announced the successful closing of a public offering and sale of $1 billion in aggregate principal amount of its 6.500% Fixed-to-Fixed Reset Rate Junior Subordinated Notes due 2055 on February 19, 2025. The net proceeds, approximately $990 million after underwriting discounts, will be used by the company. These notes carry a fixed interest rate of 6.500% until March 15, 2035, after which the rate will reset every five years based on the Five-year U.S. Treasury Rate plus a spread of 1.975%. Key features of these junior subordinated notes include the company's option to defer interest payments under certain conditions and the possibility of redemption by Exelon. This issuance represents a significant financing event for Exelon, aimed at funding its operations or strategic initiatives. Investors should note the subordinated nature of these notes, their long maturity, and the variable interest rate component after the initial fixed period.

Feb 19, 2025 8-K

Leadership ChangesRegulation FDExhibits & Filings

EXELON CORP 8-K Report, Financial Results (Feb 12, 2025)

Exelon reported fourth-quarter 2024 GAAP EPS of $0.64 (flat with adjusted operating EPS of $0.64, up from $0.62 and $0.60 a year earlier) and full-year 2024 GAAP EPS of $2.45 and adjusted operating EPS of $2.50, up from $2.34 and $2.38 in 2023. Full-year adjusted EPS landed at the top end of the $2.40-$2.50 guidance range, the third straight year finishing above the guidance midpoint since Exelon became a transmission and distribution-only company. Net income attributable to common shareholders was $2.46 billion for 2024 versus $2.33 billion in 2023, and the company's operating ROE was 9.1%, slightly below its 9-10% target range. Management introduced 2025 adjusted operating EPS guidance of $2.64-$2.74 per share, implying roughly 5-7% annual growth, and declared a $0.40 quarterly dividend, an annualized $1.60 per share. The more significant development is the capital plan. Exelon raised its four-year (2025-2028) capital investment outlook to about $38.0 billion, up roughly 10% from the prior plan, with transmission driving more than 80% of the increase. Management projects 7.4% rate base growth and 5-7% adjusted operating EPS compound annual growth from 2024 to 2028, with a stated expectation of finishing at the midpoint or better. Funding requires about $1.4 billion of incremental equity (roughly $2.8 billion total through 2028, or about $700 million per year) plus about $3 billion of new corporate debt. Dilution from this issuance is the key tradeoff investors should weigh against the growth outlook. Credit and regulatory developments were supportive. S&P upgraded Exelon's senior unsecured rating to BBB+ from BBB on February 7, 2025, and management said close to 90% of rate base now has cost recovery mechanisms through 2026-2027. Final orders in the fourth quarter included ComEd's Refiled Grid Plan and multi-year rate plan, PECO's electric and gas rate cases, and Pepco's D.C. multi-year plan. Risks remain, including the pace of regulatory outcomes in pending cases (such as ACE and DPL Delaware filings), potential PJM-related energy security decisions, and the financing needs created by the larger capital plan.

Feb 12, 2025 8-K

EXELON CORP 8-K Report, Executive Changes (Dec 3, 2024)

Exelon Corporation (EXC) announced on December 3, 2024 a consolidation of its executive leadership team in the legal and public policy functions. Gayle Littleton, Executive Vice President, Chief Legal Officer and Corporate Secretary, will step down from those roles effective January 1, 2025. She will then serve as a Senior Advisor to the CEO until her departure on March 31, 2025, and will separate under the Senior Management Severance Plan's terms for a termination other than for cause. Colette Honorable, currently Executive Vice President, Public Policy and Chief External Affairs Officer, will take on an expanded role effective January 1, 2025. She will assume responsibility for the legal department and be named Chief Legal Officer and Corporate Secretary, while continuing to lead federal policy, regulatory affairs, and corporate giving. The filing describes this as a leadership consolidation rather than a change in strategy, and it contains no financial results, guidance, or quantified impacts. For investors, the main takeaways are a planned executive transition in a function that has been central to recent matters, including the 2022 separation of the generation and retail business, the ComEd deferred prosecution agreement with the DOJ, and FERC litigation on data centers co-locating at generating stations. The 8-K does not disclose the financial terms of Littleton's separation beyond referencing the existing severance plan.

Dec 3, 2024 8-K

EXELON CORP 8-K Report, Financial Results (Oct 30, 2024)

Exelon (EXC) reported third-quarter 2024 results on October 30, 2024. GAAP net income was $0.70 per diluted share (about $707 million), roughly flat versus $0.70 in Q3 2023. Adjusted (non-GAAP) operating earnings rose to $0.71 per share from $0.67, or $708 million from $671 million. The improvement was driven mainly by distribution and transmission rate increases at BGE and PHI, timing of distribution earnings and higher return on regulatory assets at ComEd, and lower storm costs at PHI. These gains were partly offset by higher interest expense, higher credit loss expense at PECO and BGE, higher depreciation, and lower CMC carrying-cost recovery at ComEd. PECO was the main drag, with adjusted earnings falling to $118 million from $149 million. Management reaffirmed full-year 2024 adjusted operating EPS guidance of $2.40-$2.50 and a 5-7% EPS compound annual growth target through 2027. Nine-month adjusted operating EPS was $1.86, which implies a strong run-rate toward the guidance range. The company cited top-quartile reliability at all utilities, with ComEd and Pepco Holdings in the top decile for SAIFI and SAIDI. Management also highlighted a $34.5 billion four-year capital plan for 2024-2027, expected to grow rate base about 7.5%, along with a planned $1.6 billion equity program. About $150 million was issued in Q3 2024 through the ATM program, with the balance to be issued ratably over 2025-2027. Key near-term regulatory catalysts include ComEd's revised Grid Plan and multi-year rate plan (a proposed order was issued October 18, 2024, with a final order expected in December 2024), several pending rate cases in Pennsylvania, Maryland, DC, and Delaware, and DPL's new Delaware gas case filed September 2024. Balance sheet metrics remain a focus: management is managing to stay above downgrade thresholds, with its 2024-2027 average FFO/debt estimated around 13-14%. The company also declared a $0.38 quarterly dividend, payable December 13, 2024.

Oct 30, 2024 8-K

Material Agreements

EXELON CORP 8-K Report, Material Agreement (Aug 29, 2024)

Exelon Corporation (EXC) and its utility subsidiaries — ComEd, PECO, BGE, and the PHI Utilities (Pepco, DPL, and ACE) — executed five amended and restated revolving credit facilities on August 29, 2024, all administered by JPMorgan Chase Bank. Exelon's parent facility and the PHI Utilities' facility each carry $900 million in aggregate commitments, ComEd's carries $1.0 billion, and PECO and BGE each carry $600 million, for total commitments of roughly $4.0 billion across the five facilities. The facilities are primarily backstops for commercial paper programs and letter of credit requirements, which is a routine liquidity-management step rather than a new source of financing or a signal of material stress. Each facility has a five-year term from the effective date, with options for one-year extensions with lender consent, borrower-directed commitment reductions, and limited commitment increases. The agreements include covenants similar to existing bank facilities. Exelon's parent is subject to a maximum consolidated capitalization ratio of 0.675:1.00, while ComEd, PECO, BGE, and the PHI Utilities are subject to 0.65:1.00. Standard events of default, including cross-default provisions, also apply. Because the terms were described as generally similar to prior facilities, the filing does not suggest material changes to the company's credit profile or covenant headroom. For investors, the key takeaway is that Exelon has refreshed and maintained its committed bank liquidity backstops, supporting its commercial paper programs and operational flexibility. The filing does not disclose drawn amounts, pricing, or changes to leverage, so investors should refer to the company's periodic reports for updated liquidity, capitalization, and debt metrics.

Aug 29, 2024 8-K

Shareholder MattersExhibits & Filings

EXELON CORP 8-K Report, Financial Results (Aug 1, 2024)

Exelon (EXC) reported second-quarter 2024 results on August 1, 2024, with GAAP net income of $0.45 per diluted share ($448 million), up from $0.34 a year earlier, and Adjusted (non-GAAP) operating earnings of $0.47 per share ($472 million), up from $0.41. The $0.06 improvement was driven mainly by distribution and transmission rate increases at PHI, distribution rate increases at BGE, favorable weather at PECO, favorable Pepco multi-year plan reconciliations, and higher transmission peak load at ComEd. These gains were partly offset by higher interest expense at PECO, BGE and the holding company, and higher depreciation and amortization at PECO, BGE and PHI. Total operating revenues rose about 11% to $5.36 billion, and six-month GAAP net income rose to $1.106 billion from $1.012 billion. Management reaffirmed full-year 2024 Adjusted operating EPS guidance of $2.40 to $2.50, targeting the midpoint or better, and a 5% to 7% fully regulated operating EPS compound annual growth target through 2027. The company is investing about $34.5 billion in capital expenditures over 2024 to 2027, which it expects to grow rate base about 7.5%. Roughly 90% of expected 2024 debt financing was complete by quarter-end, and the company plans to issue about $150 million of equity in 2024. Reliability remained top quartile at all utilities, and a Pepco Maryland multi-year plan order was received in June. The main investor watch items are regulatory. ComEd's Multi-Year Integrated Grid Plan remains unresolved, with a final order expected by December 2024 and a rate plan requesting a $682 million four-year revenue increase. ComEd also has an appeal pending on its 8.905% ROE and 50% equity ratio. PECO has electric and gas rate cases requesting $399.3 million and $111.2 million, with orders expected in late 2024. The Pepco Maryland order approved only a one-year increase of $44.6 million at a 9.5% ROE. Balance sheet metrics are being managed near downgrade thresholds, with S&P FFO/debt at about 12% against a downgrade threshold of roughly 12%.

Aug 1, 2024 8-K

EXELON CORP 8-K Report, Shareholder Vote Results (May 3, 2024)

This 8-K filing from Exelon Corporation details the results of their Annual Meeting of Shareholders held on April 30, 2024. The key takeaway for investors is the strong shareholder support for the company's proposed actions, including the election of all director nominees, the ratification of PricewaterhouseCoopers LLP as the independent auditor, and the approval of executive compensation on an advisory basis. Additionally, shareholders approved an amendment to the Articles of Incorporation to allow for a 25% ownership threshold to call a special meeting, indicating broad agreement with the company's governance and operational direction. Notably, a shareholder proposal advocating for a lower threshold to call special meetings was not approved. This suggests that the majority of shareholders are comfortable with the current or newly amended structure for special meeting calls, reflecting confidence in the board's ability to manage shareholder engagement. The overwhelming approval percentages across most proposals underscore a positive sentiment among shareholders regarding Exelon's leadership and its strategic path forward.

May 3, 2024 8-K

EXELON CORP 8-K Report, Financial Results (May 2, 2024)

Exelon (EXC) reported first quarter 2024 results on May 2, 2024, with GAAP net income of $0.66 per diluted share ($658 million) and Adjusted (non-GAAP) Operating Earnings of $0.68 per share ($685 million), down from $0.67 and $0.70 per share, respectively, in Q1 2023. The decline was driven primarily by lower allowed electric distribution ROE and the absence of a return on pension asset at ComEd, higher storm costs at PECO and BGE, lower carrying-cost recovery on ComEd's CMC regulatory asset, and higher Exelon holding company interest expense. Mild weather and a challenging storm season also weighed on results, partially offset by distribution rate increases at BGE and PHI. Management reaffirmed full-year 2024 Adjusted Operating EPS guidance of $2.40-$2.50, a 5-7% fully regulated operating EPS CAGR from 2023 to 2027, and a dividend payout ratio of about 60%. The most important near-term driver for investors is regulatory progress in Illinois. ComEd received a rehearing order from the ICC on April 18, 2024, which increased its 2024 revenue requirement by $150 million, and rates take effect May 1, 2024, while the refiled Grid Plan and multi-year rate plan decision is expected by year-end 2024. The order is an interim step, so ComEd's long-term earnings path remains dependent on that final decision, and the company has flagged an appeal on the 8.905% ROE, 50% equity ratio, and pension asset treatment. Elsewhere, PECO filed electric and gas rate cases seeking $464 million and $111 million in increases, respectively, and a settlement was approved for Delmarva Power in Delaware, with decisions for the PECO cases expected in late 2024. Financially, Exelon has a large capital plan of roughly $34.5 billion over 2024-2027, expected to drive about 7.5% rate base growth, and it executed over 55% of its 2024 debt financing in Q1, including all HoldCo needs. Total assets rose to $103.2 billion and long-term debt to $42.3 billion, while operating cash flow improved to $992 million from $484 million. Investors should weigh the earnings softness and Illinois regulatory uncertainty against the reaffirmed guidance and a visible multi-year growth plan.

May 2, 2024 8-K/A

Material AgreementsFinancial EventsExhibits & Filings

EXELON CORP 8-K/A Report, Executive Changes (Mar 6, 2024)

This 8-K/A filing from Exelon Corporation primarily serves to update information previously disclosed regarding the appointment of Bryan Segedi to the Board of Directors. While Mr. Segedi's election was effective January 1, 2024, this amendment clarifies his committee assignments. Investors should note that Mr. Segedi will be appointed to the Audit and Risk Committee, effective April 30, 2024.

Mar 6, 2024 8-K

EXELON CORP 8-K Report, Material Agreement (Feb 27, 2024)

On February 27, 2024, Exelon Corporation (EXC) announced a significant debt financing transaction, issuing $1.7 billion in aggregate principal amount of senior notes. This issuance includes $650 million of 5.150% notes due 2029, $650 million of 5.450% notes due 2034, and an additional $400 million of 5.600% notes due 2053. The company entered into a Seventh Supplemental Indenture to facilitate this issuance, amending its existing Base Indenture. The primary purpose of this debt issuance is to refinance existing obligations. Specifically, a portion of the net proceeds will be used to repay $500 million of a term loan maturing in April 2024 and approximately $689 million of commercial paper borrowings. This strategic refinancing aims to manage the company's debt maturity profile and potentially reduce borrowing costs given the stated interest rates on the commercial paper. The remaining proceeds are designated for general corporate purposes, providing Exelon with financial flexibility.

Feb 27, 2024 8-K

EXELON CORP 8-K Report, Financial Results (Feb 21, 2024)

Exelon's Q4 and full-year 2023 results show GAAP EPS of $0.62 for the quarter and $2.34 for the year, against adjusted (non-GAAP) operating EPS of $0.60 and $2.38 respectively. Full-year adjusted EPS landed at the top end of the narrowed guidance range, with the company citing strong utility performance despite mild weather affecting its non-decoupled jurisdictions. Full-year GAAP net income from continuing operations rose to $2,328 million from $2,054 million in 2022, and the adjusted figure rose to $2,377 million from $2,239 million. The forward-looking message matters most for investors. Exelon introduced 2024 adjusted operating EPS guidance of $2.40-$2.50, targets a 5-7% adjusted EPS CAGR from 2023 to 2027, and plans roughly $35 billion of capital investment over four years, which it says will drive about 7.5% rate base growth. The plan includes $1.3 billion of incremental equity (about 40% of $3.2 billion of added capex), a more balanced funding approach that introduces dilution risk. The dividend was declared at $0.38 per quarter, a 5.6% increase over the prior-year quarter. The main risk flagged is regulatory uncertainty at ComEd. The Illinois Commerce Commission's December 2023 final order set an 8.905% ROE and 50% equity ratio, and it rejected the Grid Plan. Exelon has filed for rehearing and an appeal, and it expects to refile a revised Grid Plan by March 13, 2024. The company acknowledges that an unfavorable outcome could require adjustments to distribution capital investment, so the timing and outcome of the ComEd proceedings are key items to monitor. Sources for these figures are the earnings release and presentation furnished under Items 2.02 and 7.01 (Exhibits 99.1 and 99.2).

Feb 21, 2024 8-K

EXELON CORP 8-K Report, Executive Changes (Feb 6, 2024)

Exelon (EXC) announced on February 6, 2024 a set of executive leadership changes under Item 5.02, with no financial results, guidance, or capital allocation decisions disclosed in this filing. Michael Innocenzo, currently President and CEO of PECO, will become Executive Vice President and Chief Operating Officer of Exelon effective April 1, 2024, overseeing all utility operations. The CEOs of BGE, ComEd, PECO and PHI will report to him, and he will also take responsibility for cyber and information security, physical security, IT, safety, supply, training, and transmission strategy and compliance. His compensation package includes a $685,000 base salary, a 90% annual incentive target, and a $1,765,000 long-term incentive target, with 67% in performance shares and 33% in restricted stock units. The succession chain is David Velazquez, currently EVP of Utility Operations and Technology, who will become President and CEO of PECO on the same date, and Denise Galambos, currently SVP of Customer Operations at BGE, who will succeed Amy Best as Chief Human Resources Officer when Best retires in May 2024. Galambos will also join Exelon's Executive Committee. Innocenzo will become chairman of the boards at BGE, ComEd, PECO and Pepco Holdings, and Velazquez will become vice-chairman of the PECO board. For investors, the changes signal continuity rather than strategic shift: a long-tenured operations leader is consolidating oversight of the utility subsidiaries under the CEO, and an internal successor is moving into PECO. The filing does not indicate any change to earnings outlook or regulatory strategy, but the consolidation of operational responsibility under a single COO is a governance change worth monitoring for execution and accountability.

Feb 6, 2024 8-K

EXELON CORP 8-K Report, Corporate Update (Dec 18, 2023)

This 8-K filing provides updates on regulatory decisions impacting Exelon's subsidiaries, Commonwealth Edison (ComEd) and Baltimore Gas and Electric (BGE), regarding their multi-year rate plans. For ComEd, the Illinois Commerce Commission (ICC) issued a modified order approving lower revenue increases than initially requested and rejected ComEd's Grid Plan, requiring a resubmission. The approved rate increases are significantly reduced, and ComEd plans to seek rehearing on several key issues, including the Return on Equity (ROE) and capital structure. For BGE, the Maryland Public Service Commission (MDPSC) approved revenue increases for both electric and gas services that are lower than requested but represent a notable increase for customers. Both subsidiaries received lower ROEs than proposed. Despite these regulatory outcomes, Exelon reaffirms its 2023 adjusted earnings per share guidance.

Dec 18, 2023 8-K/A

EXELON CORP 8-K/A Report, Executive Changes (Dec 8, 2023)

This 8-K filing from Exelon Corporation (EXC) on December 8, 2023, provides an update on committee assignments for recently elected Board of Directors members. Specifically, Charisse Lillie has been appointed to the Talent Management and Compensation Committee, while Matthew Rogers and Anna Richo have both been appointed to the Audit and Risk Committee. These appointments follow their initial election to the Board in April and August of 2023, respectively. Investors should note that these committee assignments are a routine governance update. The Talent Management and Compensation Committee oversees executive compensation and human capital matters, while the Audit and Risk Committee plays a critical role in financial oversight, internal controls, and risk management. The additions to these key committees reflect the ongoing evolution of Exelon's governance structure.

Dec 8, 2023 8-K

EXELON CORP 8-K Report, Executive Changes (Dec 6, 2023)

Exelon Corporation (EXC) filed an 8-K on December 6, 2023 that is governance-focused rather than financial. Under Item 5.02, the Board increased its size from nine to ten seats on December 5, 2023 and elected Bryan Segedi as a director, effective January 1, 2024, to serve until the 2024 annual shareholder meeting. Committee assignments have not yet been determined. Segedi receives Exelon's standard non-employee director compensation, as disclosed in the proxy statement. The filing contains no earnings, guidance, or balance sheet information. The appointment is notable mainly for its profile. Segedi is a 64-year-old CPA and former Ernst & Young deputy global vice chair of Assurance, who oversaw a $12 billion service line and led the firm's global audit transformation program. His background in audit, analytics, and technology adoption may strengthen board oversight of financial reporting and internal controls, which investors generally view positively for a large regulated utility. He also has experience engaging with the SEC and PCAOB and sits on the board of Western Alliance Bank, which adds a banking and capital markets perspective. For investors, this is a low-impact event that adds a financial-expertise director to a board of a company that describes itself as the nation's largest utility by customer count, serving more than 10 million customers across six regulated transmission and distribution utilities. The press release also names Calvin Butler as president and CEO and frames the appointment around positioning Exelon as a leader in energy transformation. The main points to monitor are Segedi's eventual committee assignments, which may signal where the board wants his expertise applied, and any future disclosures about his compensation or independence.

Dec 6, 2023 8-K

EXELON CORP 8-K Report, Financial Results (Nov 2, 2023)

Exelon (EXC) reported third quarter 2023 results on November 2, 2023. GAAP net income from continuing operations was $0.70 per share ($700 million), up from $0.68 per share a year earlier, while Adjusted (non-GAAP) Operating Earnings fell to $0.67 per share from $0.75 per share, or $671 million versus $745 million. The decline was driven mainly by higher storm costs at PECO, BGE and PHI, unfavorable weather at PECO, higher depreciation at BGE and PHI, and higher interest expense at BGE and the holding company. ComEd was a bright spot, with adjusted earnings rising to $338 million from $293 million on higher allowed distribution ROE tied to higher Treasury rates and rate base growth. Management narrowed its full-year 2023 Adjusted Operating EPS guidance to $2.32-$2.40 from $2.30-$2.42, a range with a narrower band and a slightly higher floor, and reaffirmed its 6-8% fully regulated operating EPS compound annual growth targets through 2025 and 2026, with an expectation of reaching the midpoint or better. The company highlighted top-quartile reliability across all utilities, a roughly $31 billion capital investment plan for 2023-2026 supporting expected rate base growth of about 8%, and approximately $850 million in new PJM transmission awards. Management also noted that six rate reviews are active, that ComEd's multi-year plan received a proposed order from administrative law judges, and that the company has $425 million of equity still to be issued by 2025. The quarter's results were in line with management's expectations, and the guidance change is modest. The main investor considerations are the sensitivity of ComEd earnings to Treasury yields, the pending outcome of the ComEd and other multi-year rate cases, the cost of storm restoration and rising interest expense, and the timing of the planned equity issuance. Total debt stood at about $43.2 billion at September 30, 2023.

Nov 2, 2023 8-K

EXELON CORP 8-K Report, Corporate Update (Sep 28, 2023)

Exelon Corporation and its subsidiary Commonwealth Edison Company have reached a settlement with the Securities and Exchange Commission (SEC), bringing to a close an investigation that began in July 2020. This settlement resolves all outstanding matters related to conduct previously disclosed in a deferred prosecution agreement that Commonwealth Edison successfully exited in July 2023. Under the terms of the settlement, the companies have agreed to pay a civil penalty of $46.2 million. Exelon had already accrued this amount in the second quarter of 2023, meaning it has no unexpected financial impact on current or future reported earnings. The SEC's order acknowledges the companies' full cooperation and the significant enhancements made to their compliance programs.

Sep 28, 2023 8-K

EXELON CORP 8-K Report, Financial Results (Aug 2, 2023)

Exelon's Q2 2023 results were in line with management's expectations. GAAP net income from continuing operations was $0.34 per share ($343M), down from $0.47 ($465M) a year earlier. Adjusted (non-GAAP) operating earnings were $0.41 per share ($408M), versus $0.44 ($433M) in Q2 2022. The decline was driven mainly by unfavorable weather at PECO, higher depreciation, and higher interest expense at BGE and the holding company. Partly offsetting this were higher distribution and transmission rates at ComEd, PHI and BGE, plus carrying costs on the ComEd carbon mitigation credit regulatory asset. Exelon's year-to-date adjusted operating EPS was $1.11, versus $1.08 a year earlier. Management reaffirmed full-year 2023 adjusted operating EPS guidance of $2.30 to $2.42 per share, based on about 996 million expected average diluted shares. It also reaffirmed a 6-8% fully regulated operating EPS compound annual growth target, with the expectation of landing at the midpoint or better. Exelon has deployed $3.6B of its $7.2B 2023 capital plan through the first half and plans roughly $31B of capex from 2023 to 2026, implying around 8% rate base growth. Pepco filed a multi-year plan in Maryland seeking increases over 2024 to 2027. Operationally, reliability was strong, with best-on-record SAIFI and SAIDI at ComEd, PECO and PHI. For investors, the key points are a stable earnings trajectory and a fully regulated, decoupled T&D model, supported by a large and growing rate base. The main watch items are rising interest costs, the financing needs embedded in the plan (including about $425M of equity through 2025), and the outcomes of several pending rate cases. This filing is a combined 8-K for Exelon and its utility subsidiaries, and the earnings materials are furnished rather than filed under Items 2.02 and 7.01.

Aug 2, 2023 8-K

EXELON CORP 8-K Report, Executive Changes (Jul 27, 2023)

Exelon Corporation (Nasdaq: EXC) filed this 8-K to report a board change. On July 25, 2023, its board increased the size of the board from eight to nine seats and elected Anna Richo as a director, effective August 1, 2023. She will serve until the 2024 annual meeting of shareholders. The board has not yet decided which committees she will join, and she will receive Exelon's standard non-employee director compensation as disclosed in the proxy statement. The filing contains no financial results, guidance, or material operational updates. Richo, 62, is general counsel, chief compliance officer, and corporate secretary at Cargill, Inc. Her prior roles include executive vice president and general counsel at UCB, senior vice president and chief compliance officer at Amgen, and chief litigation counsel at Baxter Healthcare. The company's press release positions her as strengthening the board's expertise in legal, compliance, ethics, and diversity, equity and inclusion, which are areas management tied to Exelon's priorities in transforming the energy industry. For investors, this is a routine governance event with limited direct valuation impact. It is most relevant as a signal of board composition and governance priorities, particularly the emphasis on compliance and ethics oversight for a regulated utility holding company that operates six transmission and distribution utilities serving more than 10 million customers.

Jul 27, 2023 8-K

EXELON CORP 8-K Report, Corporate Update (Jun 16, 2023)

Exelon (EXC) disclosed in this June 16, 2023 Form 8-K that the Special Litigation Committee (SLC) filed a motion for preliminary approval of a proposed settlement of consolidated shareholder derivative litigation arising from the July 2020 ComEd Deferred Prosecution Agreement (DPA) and the alleged bribery scheme to secure favorable Illinois legislation. The settlement, reached in principle in April 2023 and approved by the SLC, Independent Review Committee (IRC), and full Board (May 2023), requires a $40 million payment to Exelon from its insurers, of which $10 million is an attorneys' fee and expense award to plaintiffs' counsel. Because the payment comes from insurers rather than the Company's balance sheet, the direct financial impact to Exelon's earnings and cash flows appears limited, though the court approval process remains pending before Judge John Robert Blakey in the Northern District of Illinois and some demand-letter shareholders have said they will oppose it. The non-monetary terms are likely of greater importance for governance-focused investors. Exhibit A to the Stipulation lays out a five-year program of compliance reforms covering employment and vendor referral policies related to public officials, political contribution monitoring, expanded Board oversight of lobbying and political activity, a standalone clawback policy, independent outside counsel requirements for certain investigations, and an outside audit review of the compliance program. The reforms also include a $4,249,809 reduction in former CEO Christopher Crane's 2020-2022 performance share payout, and the addition of three new independent directors, with two current directors (Ann Berzin and Anthony Anderson) departing and Linda Jojo rolling off as Compensation Committee chair. Several governance and board-composition changes are scheduled to take effect over 2023 to 2025. The filing also reflects that the litigation is not fully resolved. The Stipulation is not conditioned on the settlement of other lawsuits, and the Securities class action (Flynn v. Exelon) is governed by a separate settlement. Investors should monitor the court's preliminary and final approval decisions, any objections from non-participating demand-letter shareholders, and the implementation timeline of the governance reforms. The defendants have denied all wrongdoing, and the settlement does not constitute an admission of liability.

Jun 16, 2023 8-K

EXELON CORP 8-K Report, Executive Changes (Jun 15, 2023)

Exelon Corporation (EXC) filed an 8-K report on June 15, 2023, primarily announcing a change in its principal accounting officer. Joseph R. Trpik Jr., Senior Vice President, Corporate Controller, and principal accounting officer, will depart the company on June 29, 2023. This executive transition is noted as the key event in the filing. Effective June 30, 2023, Robert A. Kleczynski, currently Senior Vice President and General Tax Officer, will assume the expanded role of Senior Vice President, Corporate Controller, and Tax, also serving as the principal accounting officer. His compensation package for this new role has been detailed, including a base salary, annual incentive target, and long-term incentive awards, which align with the company's existing incentive plans.

Jun 15, 2023 8-K

EXELON CORP 8-K Report, Regulation FD Disclosure (Jun 5, 2023)

Exelon's June 5, 2023 Form 8-K furnishes a Summer 2023 investor presentation (Exhibit 99.1) under Regulation FD. The filing contains no new financial results or material events; it is a reiteration and update of previously disclosed guidance, capital plans, and regulatory schedules, so investors should read it as a roadmap of Exelon's pure-play T&D utility strategy rather than a catalyst. The core message is a low-risk, regulated growth plan. Exelon projects about $31.3B of T&D capital investment from 2023 to 2026, driving expected rate base growth of 7.9% (rate base of roughly $51.4B in 2022 rising to about $69.6B by 2026). Management targets 6-8% operating EPS CAGR from 2022 to 2026, with 2023 operating EPS guidance of $2.30-$2.42, and a dividend payout of about 60% of operating earnings that is expected to grow in line with EPS. Roughly 100% of rate base growth is covered by alternative recovery mechanisms and about 73% of distribution revenues are decoupled from volumetric risk. The presentation also highlights balance sheet and financing considerations. Management says it will maintain investment-grade ratings, with downgrade thresholds of 13-14% for FFO/debt (S&P) and CFO pre-working capital/debt (Moody's) versus a projected 2023-2026 average of about 12-15% depending on the entity. Equity needs are limited to about $425M through 2025, and the plan relies on about $31B of utility investment funded largely by operating cash flow and debt. Pending rate cases (ComEd multi-year plan, BGE, Pepco MD/DC, DPL DE, ACE) are the key near-term regulatory items to watch.

Jun 5, 2023 8-K

Shareholder MattersExhibits & Filings

EXELON CORP 8-K Report, Financial Results (May 3, 2023)

Exelon reported first quarter 2023 results on May 3, 2023, with GAAP net income from continuing operations of $0.67 per diluted share ($669 million) and Adjusted (non-GAAP) Operating Earnings of $0.70 per share ($696 million), up from $0.64 in Q1 2022. The improvement was driven mainly by higher distribution and transmission rates, a higher allowed ROE at ComEd tied to rising Treasury yields, and CMC regulatory asset carrying costs, partly offset by unfavorable weather at PECO and PHI, higher depreciation, credit loss expense, and interest expense. Exelon affirmed its full-year 2023 Adjusted Operating EPS guidance of $2.30-$2.42 and reaffirmed a 6-8% fully regulated operating EPS CAGR through 2025/2026, with management expecting to land at the midpoint or better. The company also advanced its regulatory agenda, with several rate cases now filed: ACE in New Jersey (a $105 million electric increase request at a 10.50% ROE), BGE's second multi-year plan in Maryland (2024-2026, with a 10.4% ROE request), Pepco DC's second multi-year plan (2024-2026), and a $247 million ComEd delivery reconciliation. Management said nearly all planned 2023 debt financing is complete, with about 80% of 2023 needs executed in Q1, and it cited roughly $31 billion of planned T&D capital spending from 2023-2026 and expected rate base growth of about 7.9%. For investors, the quarter shows a solid, earnings-led result with reaffirmed guidance and a regulatory pipeline that supports the growth outlook. Key watch items include decisions on the BGE, ComEd, and Pepco DC cases, the pace of rate base growth relative to the EPS target, and the remaining equity need of about $425 million through 2025. Weather-driven softness at PECO and PHI and rising interest costs remain headwinds.

May 3, 2023 8-K

EXELON CORP 8-K Report, Shareholder Vote Results (Apr 27, 2023)

Exelon Corporation (EXC) filed an 8-K on April 27, 2023, to report the outcomes of its Annual Meeting of Shareholders held on April 25, 2023. The primary outcomes included the election of all eight director nominees to the Board of Directors for one-year terms and the ratification of PricewaterhouseCoopers LLP as the company's independent auditor for 2023. Additionally, shareholders approved, on an advisory basis, the compensation of named executive officers ('Say-on-Pay') and the frequency of future 'Say-on-Pay' votes, with the board determining to continue holding the advisory vote annually based on strong shareholder support. This filing is important for investors as it confirms the continuity of the board's leadership and the company's oversight of financial reporting through the ratification of its auditor. The strong shareholder approval for both executive compensation and the annual frequency of such votes indicates general alignment between management and shareholders on compensation practices. The overwhelming vote in favor of an annual 'Say-on-Pay' frequency demonstrates a clear preference from shareholders for ongoing advisory input on executive remuneration.

Apr 27, 2023 8-K

Material AgreementsFinancial EventsExhibits & Filings

EXELON CORP 8-K Report, Material Agreement (Feb 21, 2023)

Exelon Corporation (EXC) announced on February 21, 2023, the successful issuance and sale of $2.5 billion in aggregate principal amount of notes. This offering includes three tranches: $1 billion of 5.150% Notes due 2028, $850 million of 5.300% Notes due 2033, and $650 million of 5.600% Notes due 2053. The proceeds from this debt issuance will be strategically used to refinance existing debt, specifically repaying $850 million of term loans maturing in July 2023 and $588 million of commercial paper borrowings. This proactive debt management is aimed at optimizing the company's capital structure and managing interest rate exposure. The remainder of the net proceeds will be allocated for general corporate purposes, providing flexibility for ongoing operations and strategic initiatives. This move by Exelon signifies a significant step in managing its debt maturity profile and interest expenses. By issuing new notes at fixed rates, the company is likely hedging against potential future increases in interest rates, particularly given the variable rate on the term loans being repaid. Investors should note the specific interest rates and maturity dates of the new notes, which provide a clear picture of the company's future fixed interest payment obligations. This issuance is a key financial maneuver that will impact the company's balance sheet and future cash flows related to debt servicing.

Feb 21, 2023 8-K

EXELON CORP 8-K Report, Regulation FD Disclosure (Feb 17, 2023)

Exelon Corporation (EXC) filed this 8-K on February 17, 2023 to furnish an investor presentation for its Winter 2023 Investor Meetings (Exhibit 99.1). The filing contains no new financial results or material events; it is a Regulation FD disclosure, and the presentation is furnished rather than filed. The substance lies in management's updated outlook: a 2023 operating EPS guidance range of $2.30-$2.42 (midpoint about 5% above 2022's $2.27 adjusted EPS), a new 2022-2026 operating EPS CAGR target of 6-8% with expectations at the midpoint or better, and a projected ~60% dividend payout ratio that grows in line with EPS. The capital plan is the central growth driver. Exelon plans roughly $31.3B of T&D capital investment from 2023 to 2026, which management expects to grow rate base 7.9% annually from 2022 to 2026, reaching about $69.6B by 2026. Management states that about 100% of this rate base growth is covered by alternative recovery mechanisms and about 73% of distribution revenues are decoupled from volumetric risk, which supports the low-risk profile investors typically value in regulated utilities. The company also reaffirmed a 9-10% operating ROE target and reported that 2022 operating ROE of 9.4% fell within that range. The presentation also flags several risks and pending items. Management expects to issue about $13B of debt and roughly $425M of equity between 2023 and 2025, and it has $850M of 18-month term loans maturing in July 2023. Rate cases are active across several jurisdictions, including a ComEd multi-year plan request, BGE and ACE filings, and a DPL Delaware electric case. Credit metrics are a stated priority: management targets FFO/Debt around 13-14% against S&P's downgrade threshold, and the company says it expects to maintain investment-grade ratings. Investors should weigh the strength of the regulated, constructive-jurisdiction outlook against execution on large rate cases and the cost of the financing plan.

Feb 17, 2023 8-K

EXELON CORP 8-K Report, Executive Changes (Feb 14, 2023)

Exelon's February 14, 2023 Form 8-K is a governance filing, not a financial one. It discloses board changes ahead of the April 25, 2023 annual shareholder meeting: director Paul Joskow has tendered his retirement after reaching the mandatory retirement age, and directors Ann Berzin and Carlos Gutierrez will not stand for reelection when their terms expire. No financial results, guidance, or material financial events are reported. The Board intends to nominate two new independent directors, Charisse R. Lillie and Matthew C. Rogers, to shareholders. Lillie has served on the PECO board since 2010 and will leave that role upon joining Exelon's board. Rogers brings sustainability and energy-transition expertise, including prior work at McKinsey and as CEO of the Mission Possible Partnership. Committee assignments for the new directors have not yet been determined. The Board size will shrink from nine to eight directors at the annual meeting. For investors, the filing signals a refresh of the board toward clean-energy and customer-focused expertise, with a net reduction in seats. The changes are routine succession rather than a response to a crisis, and the filing does not indicate any disagreement with management or the Board. Investors should watch the 2023 proxy statement for full nominee details and the eventual committee assignments.

Feb 14, 2023 8-K

EXELON CORP 8-K Report, Financial Results (Feb 14, 2023)

Exelon (EXC) reported fourth-quarter and full-year 2022 results on February 14, 2023, its first year as a pure-play transmission and distribution utility following the separation of Constellation Energy Generation. Q4 2022 GAAP net income from continuing operations was $0.43 per share ($432M), up from $0.31 a year earlier, and adjusted (non-GAAP) operating earnings were $0.43 per share versus $0.39 in Q4 2021. For full-year 2022, GAAP EPS was $2.08 and adjusted operating EPS was $2.27, both in the upper half of the company's guidance range and up from $1.65 and $1.83 in 2021. Growth was driven mainly by higher distribution and transmission rates, a higher allowed ROE at ComEd tied to rising Treasury yields, and rate base growth, partly offset by higher depreciation, interest, credit loss, and O&M expense. Looking forward, Exelon initiated 2023 adjusted operating EPS guidance of $2.30 to $2.42 (about 5% growth off the 2022 midpoint), excluding separation costs. It projects roughly $31.3 billion of capital investment over 2023 to 2026, which it expects to grow rate base 7.9% through 2026, and it targets a 6% to 8% operating EPS compound annual growth rate from 2022 to 2026. It also declared a Q1 2023 dividend of $0.36 per share, a 6.7% increase over the prior quarter's $0.3375, and projects a dividend of about $1.44 per share for 2023. Management indicated limited equity needs, with only about $425 million of remaining equity planned through 2025. Key risks for investors include the pending regulatory outcomes for ComEd's four-year multi-year rate plan (requested increases of $877 million for 2024, with a decision expected by December 2023), BGE's and Pepco's multi-year plan filings, Delmarva Delaware's electric rate case (decision expected Q2 2024), and sensitivity to interest rates. Exelon's current credit ratings are Baa2/BBB/BBB for the parent (Moody's/S&P/Fitch), and its financial plan targets FFO/debt in the 13-14% range to maintain investment-grade ratings. The results and guidance were furnished, not filed, under Items 2.02 and 7.01.

Feb 14, 2023 8-K

EXELON CORP 8-K Report, Corporate Update (Feb 1, 2023)

Exelon Corporation, through its subsidiary Commonwealth Edison Company (ComEd), announced a significant development regarding its franchise agreement in Chicago. On February 1, 2023, an ordinance was expected to be introduced to the Chicago City Council that, if approved, would grant ComEd a new 15-year license to provide electric utility services within the city, replacing the existing 1992 agreement. This new license, along with a related Energy and Equity Agreement (EEA), would have terms extending to December 31, 2037, with a potential five-year extension. A key aspect for investors is the financial commitment ComEd would make under the EEA. ComEd is expected to fund a new non-profit entity with $90 million between 2023 and 2026, not recoverable through customer rates, and an additional $20 million if the license is extended. Furthermore, ComEd would commit $10 million to workforce development, with a potential additional $10 million payment if those funds are recovered in rates. The agreements also include provisions for the City of Chicago to acquire ComEd's utility facilities under certain conditions and compensation terms.

Feb 1, 2023 8-K

EXELON CORP 8-K Report, Regulation FD Disclosure (Jan 17, 2023)

Commonwealth Edison Company (ComEd), a subsidiary of Exelon Corporation, has filed a petition with the Illinois Commerce Commission (ICC) to implement a Multi-Year Rate Plan for 2024-2027. This plan is designed to support significant planned investments in ComEd's electric distribution system through a Multi-Year Grid Plan, also filed on January 17, 2023. The proposed rate increases are structured to escalate annually, beginning with $3.76 billion in 2024 and reaching $4.35 billion by 2027, reflecting requested returns on common equity ranging from 10.50% to 10.65%. Investors should note that the ICC will conduct a review of these plans, with a decision expected by mid-December 2023. The filing also includes a request for a phased-in recovery of the 2024 rate increase, with 35% deferred for recovery in 2026. While the proposed plans outline significant capital investment, the ultimate outcome is subject to regulatory approval and potential intervention from other parties, introducing an element of uncertainty for future revenue streams.

Jan 17, 2023 8-K