8-KRegulation FDExhibits & Filings

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

Filed November 24, 2025For Securities:EXC

Summary

Exelon Corporation (EXC) has filed an 8-K report on November 24, 2025, disclosing important developments regarding a consolidated stockholder derivative action. The company announced that the United States District Court for the Northern District of Illinois granted preliminary approval for a proposed settlement of this litigation, captioned In re Exelon Corporation Derivative Litigation. This settlement, which has been a subject of ongoing discussions and mediation involving the company's Special Litigation Committee and Independent Review Committee, marks a significant step towards resolving these legal proceedings. Investors should note that the full terms of the proposed settlement are detailed in the Stipulation and Agreement of Settlement, which is an exhibit to this filing. The company is also publishing a Notice of Pendency and Proposed Settlement of Consolidated Derivative Action, as mandated by the court's preliminary approval order. While this filing provides an update on the legal matter, it's important to understand that this information is furnished under Regulation FD and is not deemed "filed" for purposes of certain securities laws, nor does it constitute an admission of materiality.

Key Highlights

  • 1Exelon Corporation (EXC) received preliminary court approval for a settlement of a consolidated stockholder derivative action.
  • 2The litigation, "In re Exelon Corporation Derivative Litigation," is based in the Northern District of Illinois.
  • 3The proposed settlement was reached through mediation involving the company's Special Litigation Committee and Independent Review Committee.
  • 4The court's order granting preliminary approval was issued on November 18, 2025.
  • 5Details of the settlement are available in Exhibit 99.2 (Stipulation and Agreement of Settlement).
  • 6Exelon is required to publish a Notice of Pendency and Proposed Settlement of Consolidated Derivative Action (Exhibit 99.1).

Frequently Asked Questions

The main purpose of this 8-K filing is to inform investors that Exelon Corporation has received preliminary approval from a federal court for a proposed settlement of a consolidated stockholder derivative lawsuit.

A stockholder derivative action is a lawsuit brought by a shareholder on behalf of a corporation, typically alleging that the company's directors or officers have harmed the corporation through their actions or inactions.

No, the court has granted preliminary approval. The full terms are outlined in the Stipulation and Agreement of Settlement, and the court's final approval will be sought after a notice period to stockholders.

Preliminary approval means the court finds the proposed settlement potentially fair and reasonable, and the process can move forward. However, final approval is still required after stakeholders are notified and have an opportunity to respond.