Exelon CORP 8-K Filing

Ticker: EXC · Form: 8-K · Filed: Dec 4, 2025 · CIK: 1109357

Exelon CORP 8-K Filing Summary
FieldDetail
CompanyExelon CORP (EXC)
Form Type8-K
Filed DateDec 4, 2025
Pages8
Reading Time9 min
Key Dollar Amounts$1 billion, $100 million, $1,000, $57.11, $987.5 m
Sentimentneutral

Sentiment: neutral

FAQ

What type of filing is this?

This is a 8-K filing submitted by Exelon CORP (ticker: EXC) to the SEC on Dec 4, 2025.

What are the key financial figures in this filing?

Key dollar amounts include: $1 billion (pleted its previously announced sale of $1 billion aggregate principal amount of 3.25% Con); $100 million (nt includes the exercise in full of the $100 million option to purchase additional Notes gra); $1,000 (y be 17.5093 shares of Common Stock per $1,000 principal amount of Notes (equivalent t); $57.11 (itial conversion price of approximately $57.11 per share of Common Stock). The initial); $987.5 m (sale of the Notes will be approximately $987.5 million, after deducting the initial purc).

How long is this filing?

Exelon CORP's 8-K filing is 8 pages with approximately 2,271 words. Estimated reading time is 9 minutes.

Where can I view the full 8-K filing?

The complete filing is available on SEC EDGAR. You can also read the AI-decoded analysis with risk assessment and key highlights on ReadTheFiling.

Filing Stats: 2,271 words · 9 min read · ~8 pages · Grade level 13.4 · Accepted 2025-12-04 11:29:15

Key Financial Figures

Filing Documents

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement On December 4, 2025, Exelon Corporation (the "Company") completed its previously announced sale of $1 billion aggregate principal amount of 3.25% Convertible Senior Notes due 2029 (the "Notes"), which amount includes the exercise in full of the $100 million option to purchase additional Notes granted to the initial purchasers, in a private offering to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"). The Notes bear interest at a fixed rate of 3.25 % per year, payable semiannually in arrears on March 15 and September 15 of each year, beginning on September 15, 2026. The Notes will be convertible into cash or a combination of cash and shares of the Company's common stock, without par value ("Common Stock"), as described below. The Notes are senior, unsecured obligations of the Company, and will mature on March 15, 2029, unless earlier converted or repurchased in accordance with their terms. The Company issued the Notes pursuant to an indenture (the "Indenture"), dated as of December 4, 2025, by and between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (the "Trustee"). Prior to the close of business on the business day immediately preceding December 15, 2028, the Notes will be convertible at the option of the holders only under certain conditions. On or after December 15, 2028 until the close of business on the business day immediately preceding the maturity date, holders may convert all or any portion of their Notes at their option at any time at the conversion rate then in effect, irrespective of these conditions. The Company will settle conversions of the Notes by paying cash up to the aggregate principal amount of the Notes to be converted and paying or delivering, as the case may be, cash, shares of its Common Stock, or a combination of cash and shares of its Common Sto

03. Creation of a Direct Financial Obligation

Item 2.03. Creation of a Direct Financial Obligation The information included or incorporated by reference in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03 of this Current Report on Form 8-K.

02. Unregistered Sales of Equity Securities

Item 3.02. Unregistered Sales of Equity Securities The information included or incorporated by reference in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02 of this Current Report on Form 8-K. The Notes were sold to the initial purchasers in reliance on the exemption from the registration requirements provided by Section 4(a)(2) of the Securities Act for resale to persons reasonably believed to be qualified institutional buyers as defined in, and in reliance on, Rule 144A of the Securities Act. The Notes and the underlying shares of Common Stock issuable upon conversion of the Notes, if any, have not been and will not be registered under the Securities Act, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. The maximum number of shares of Common Stock issuable upon conversion of the Notes, including pursuant to any increase in the conversion rate for any Notes converted in connection with a Make-Whole Fundamental Change, is 21.8866.

01. Other Events

Item 8.01. Other Events On December 1, 2025, the Company issued a press release announcing the launch of its offering of the Notes. The press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. On December 1, 2025, the Company issued a press release announcing the pricing of its offering of the Notes. The press release is filed as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits (d) Exhibits. Exhibit No. Description 1.1 Purchase Agreement dated December 1, 2025 among the Company, J.P. Morgan Securities LLC, Barclays Capital Inc. and Morgan Stanley & Co. LLC, as representatives of the initial purchasers named therein. 4.1 Indenture, dated as of December 4, 2025 between Exelon Corporation and The Bank of New York Mellon Trust Company, N.A., as trustee 4.2 Form of 3.25% Convertible Senior Note due 2029 (included in Exhibit 4.1) 99.1 Press release of Exelon Corporation, dated December 1, 2025 99.2 Press release of Exelon Corporation, dated December 1, 2025 101 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) * * * * * This Current Report contains certain forward-looking statements within the meaning of federal securities laws that are subject to risks and uncertainties. Words such as "could," "may," "expects," "anticipates," "will," "targets," "goals," "projects," "intends," "plans," "believes," "seeks," "estimates," "predicts," "should," and variations on such words, and similar expressions that reflect our current views with respect to future events and operational, economic, and financial performance, are intended to identify such forward-looking statements. Accordingly, any such statements are qualified in their entirety by reference to, and are accompanied by, the following important factors that may cause our actual results or outcomes to differ materially from those contained in our forward-looking statements, including, but not limited to: unfavorable legislative and/or regulatory actions; uncertainty as to outcomes and timing of regulatory approval proceedings and/or negotiated settlements thereof; environmental liabilities and remediation costs; state and federal legislation requiring use of low-emission, renewable, a

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, each Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. EXELON CORPORATION /s/ Jeanne M. Jones Jeanne M. Jones Executive Vice President and Chief Financial Officer Exelon Corporation December 4, 2025 EXHIBIT INDEX Exhibit No. Description 1.1 Purchase Agreement dated December 1, 2025 among the Company, J.P. Morgan Securities LLC, Barclays Capital Inc. and Morgan Stanley & Co. LLC, as representatives of the initial purchasers named therein. 4.1 Indenture, dated as of December 4, 2025 between Exelon Corporation and The Bank of New York Mellon Trust Company, N.A., as trustee 4.2 Form of 3.25% Convertible Senior Note due 2029 (included in Exhibit 4.1) 99.1 Press release of Exelon Corporation, dated December 1, 2025 99.2 Press release of Exelon Corporation, dated December 1, 2025 101 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

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