What is the primary purpose of this debt issuance?

Exelon Corporation intends to use the net proceeds of approximately $987.5 million from the sale of these convertible notes to repay or refinance existing debt or for general corporate purposes.

What is the interest rate and maturity date of these notes?

The notes carry a fixed interest rate of 3.25% per year, payable semiannually. They mature on March 15, 2029, unless they are converted or repurchased earlier.

Under what conditions can the notes be converted?

Prior to December 15, 2028, the notes can be converted only under certain specified conditions. From December 15, 2028, until maturity, holders can convert their notes at their option at any time.

How will Exelon settle conversions?

Exelon has the option to settle conversions by paying cash up to the principal amount of the notes converted, and then paying or delivering cash, shares of its common stock, or a combination of both for any amount exceeding the principal value.

EXC 8-K: Material Agreements, Financial Events & More

Summary

Exelon Corporation (EXC) announced the successful completion of a $1 billion offering of 3.25% Convertible Senior Notes due 2029. The offering, which included the full exercise of an option for additional notes, was conducted as a private placement to qualified institutional buyers under Rule 144A. These senior, unsecured notes bear a fixed interest rate of 3.25% and will mature on March 15, 2029, unless converted or repurchased earlier. The net proceeds are estimated at approximately $987.5 million and are intended for debt repayment or general corporate purposes. The conversion feature allows holders to convert notes into cash or a combination of cash and Exelon common stock, with an initial conversion rate of 17.5093 shares per $1,000 principal amount, implying an initial conversion price of approximately $57.11 per share. This conversion price represents a premium of about 25% over the stock's last reported sale price on December 1, 2025. The notes are convertible under certain conditions prior to December 15, 2028, and thereafter at the holder's option. The company may be required to repurchase notes upon a "Fundamental Change" event, with potential for increased conversion rates in the event of a "Make-Whole Fundamental Change."

Key Highlights

1Exelon Corp. successfully raised $1 billion through the sale of 3.25% Convertible Senior Notes due 2029.
2The notes mature on March 15, 2029, and are senior, unsecured obligations of the company.
3Net proceeds are estimated at $987.5 million and will be used for debt repayment or general corporate purposes.
4The notes are convertible into cash or a combination of cash and Exelon common stock at an initial conversion price of approximately $57.11 per share.
5The initial conversion price represents a 25% premium over the common stock's last reported sale price as of December 1, 2025.
6Holders can convert notes under specific conditions before December 15, 2028, and at their option thereafter.
7The company may be subject to mandatory repurchases upon a "Fundamental Change" event.

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

Summary

Key Highlights

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