Does this settlement cost Exelon shareholders money directly?

Not directly. The $40 million monetary component is paid by defendants' insurers on behalf of the individual defendants to the Company, and the filing does not disclose a Company-funded payment. The $10 million fee and expense award to plaintiffs' counsel is paid from that insurance amount, not in addition to it.

Why is Exelon using $30 million of the insurance proceeds on a securities settlement?

The filing states the Company decided, in its business judgment, to use $30 million of these insurance proceeds to fund part of the $173 million securities class action settlement in Flynn v. Exelon Corp. (N.D. Ill.).

What governance changes does the settlement require?

Reforms include stricter rules on hiring and vendor referrals tied to public officials, enhanced board oversight of lobbying and political activity, a designated board committee for those matters, revised investigation and compliance policies, political contribution reviews, and new board members. Most reforms are to be maintained for at least five years from the effective date.

Can shareholders still bring claims related to this conduct?

Released claims are barred upon final approval, and the settlement states that shareholders may not assert non-released claims derivatively on Exelon's behalf. The Company retains the sole right to pursue certain claims against Anne Pramaggiore, Fidel Marquez and John Hooker, to be determined at a later date.

What happens next and when?

The court's final approval hearing is scheduled for March 18, 2026. Shareholder objections must be filed by March 4, 2026. If approved and the judgment becomes final, the derivative action will be dismissed with prejudice.

EXC 8-K: Regulation FD — Nov 24, 2025

01—Abstract

Summary

Summary of the 8-K filed November 24, 2025. Cited figures are marked; the original filing is the authoritative source.

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^a 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^b 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.

02—Key points

Key Highlights

Court granted preliminary approval on November 18, 2025 to settle the consolidated derivative action arising from the 2020 ComEd Deferred Prosecution Agreement bribery allegations.
Settlement provides a $40 million monetary payment to Exelon from defendants' insurers, not from Exelon itself; $10 million of that amount is the proposed plaintiffs' counsel fee and expense award.
The Company will use $30 million of the insurance proceeds to help fund the $173 million Flynn v. Exelon securities class action settlement.
Principal consideration is multi-year corporate governance reforms, generally maintained for at least five years, covering compliance policies, board composition, and lobbying and political-activity oversight.
Former CEO Christopher Crane's 2020-2022 performance share award payout is reduced by $4,249,809, and the Company agrees not to pursue further clawback or litigation against him related to the DPA conduct, except as noted.
Final court approval hearing is set for March 18, 2026, with written objections due by March 4, 2026; the individual defendants deny all wrongdoing.
Limited direct financial impact expected; the significance is primarily governance-related, with no material charge indicated in the filing.

03—Questions

Frequently Asked Questions

Does this settlement cost Exelon shareholders money directly?
Not directly. The $40 million monetary component is paid by defendants' insurers on behalf of the individual defendants to the Company, and the filing does not disclose a Company-funded payment. The $10 million fee and expense award to plaintiffs' counsel is paid from that insurance amount, not in addition to it.
Why is Exelon using $30 million of the insurance proceeds on a securities settlement?
The filing states the Company decided, in its business judgment, to use $30 million of these insurance proceeds to fund part of the $173 million securities class action settlement in Flynn v. Exelon Corp. (N.D. Ill.).
What governance changes does the settlement require?
Reforms include stricter rules on hiring and vendor referrals tied to public officials, enhanced board oversight of lobbying and political activity, a designated board committee for those matters, revised investigation and compliance policies, political contribution reviews, and new board members. Most reforms are to be maintained for at least five years from the effective date.
Can shareholders still bring claims related to this conduct?
Released claims are barred upon final approval, and the settlement states that shareholders may not assert non-released claims derivatively on Exelon's behalf. The Company retains the sole right to pursue certain claims against Anne Pramaggiore, Fidel Marquez and John Hooker, to be determined at a later date.
What happens next and when?
The court's final approval hearing is scheduled for March 18, 2026. Shareholder objections must be filed by March 4, 2026. If approved and the judgment becomes final, the derivative action will be dismissed with prejudice.

04—Continue

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