Exelon (EXC) 10-K risk factor changes: FY2025 vs FY2024

Changes in the Utility Registrants' respective terms and conditions of service, including their respective rates, along with adoption of new rate structures and constructs, or establishment of new rate cases, are subject to regulatory approval proceedings and/or negotiated settlements that are at times contentious, lengthy, and subject to appeal, which [removed: lead] [added: leads] to uncertainty as to the ultimate result, and which could result in uncertainties in rate case outcomes, and/or introduce time delays in effectuating rate changes (All Registrants).

See Note [removed: 3] [added: 2] — Regulatory Matters of the Combined Notes to the Consolidated Financial Statements for additional information.

If the Utility Registrants were found in non-compliance with the Federal or state mandatory reliability standards, [removed: they could be subject to remediation costs as well as sanctions, which could include substantial monetary penalties.]

These energy conservation programs, regulated energy consumption reduction targets, and new energy consumption technologies [added: for PECO,] could cause declines in customer energy consumption and lead to a decline in the Registrants' earnings, if timely recovery is not allowed.

Additionally, earnings may be impacted due to changes in federal or local/state tax laws, and the inherent difficulty of estimating potential tax [removed: effects of ongoing business decisions.]

See Note 1 — Significant Accounting Policies and Note [removed: 13] [added: 11] — Income Taxes of the Combined Notes to Consolidated Financial Statements for additional information.

The material legal proceedings, claims, and litigation arising out of business operations are summarized in Note [removed: 18] [added: 16] — Commitments and Contingencies of the Combined Notes to Consolidated Financial Statements.

See Note [removed: 18] [added: 14] — [removed: Commitments] [added: Debt] and [removed: Contingencies] [added: Credit Agreements] of the Combined Notes to Consolidated Financial Statements for [removed: more] [added: additional] information [removed: regarding] [added: on] the [removed: DPA and SEC settlement.][added: credit facilities.]

Risks from cybersecurity and physical threats to energy infrastructures [added: and personnel] are increasing.

Instability in the financial markets as a result of terrorism, war, natural disasters, public health crises, epidemics, pandemics, credit crises, recession, [added: sustained high inflation,] or other significant events also could result in a decline in energy consumption or interruption of fuel or the supply chain.

[removed: In addition, the] implementation of security guidelines and measures has resulted in and is expected to continue to result in increased costs.

However, the Registrants’ physical facilities could be at greater risk of damage as changes in the global climate affect temperature and weather patterns, including if [added: such climate changes result in more intense, frequent and extreme weather events, elevated or decreased levels of precipitation, sea level rise, increased temperatures, wildfires and/or other effects.]

The Registrants’ businesses are capital intensive, and their assets could require significant expenditures to maintain, are subject to operational failure and could be impacted by [removed: lack of availability of] [added: disruptions or cost increases in the supply chain, including shortages in] labor, materials or parts, [added: or significant increases in relevant tariffs] which could result in potential liability (All Registrants).

Lack of sufficient generation [added: and energy storage] to meet actual or forecasted demand or disruptions at power generation facilities owned by third parties could interrupt transmission and distribution services, impair economic development, cause outages, and result in use limitations or affordability implications for customers.

[removed: Third-party power generation may be insufficient to meet our customers’ electricity demand in the short- and medium-term because of extreme] weather, fuel security, market procurement, regulatory requirements, operational issues, maintenance outages, inflexibility of demand, or financial uncertainty impacting existing or prospective generation facilities.

Exelon has forecast substantial increases in load, driven largely by the increasing use of data processing facilities dedicated to [added: cloud services,] artificial intelligence [removed: technologies.][added: technologies, and other applications.]

The Utility Registrants' respective ability to deliver electricity, their operating costs, and their capital expenditures could be negatively impacted by [added: the insufficiency of generation or energy storage resources to meet demand,] transmission [removed: congestion] [added: congestion,] and failures of neighboring transmission systems (All Registrants).

As is the case for electric utilities generally, potential concerns over transmission capacity or generation facility retirements could result in PJM or FERC requiring the [added: Utility Registrants to upgrade or expand their respective transmission systems through additional capital expenditures.]

Delays in siting, permitting, and interconnection could defer the introduction of new generation [added: or energy storage] resources that could address resource adequacy concerns.

These factors could affect the Registrants’ consolidated financial statements through, among other things, increased Operating [added: and maintenance expenses, increased capital expenditures, and potential asset impairment charges or accelerated depreciation over shortened remaining asset useful lives.]

As of December 31, [removed: 2024,] [added: 2025,] approximately 17%, 11%, and 17% of the Registrants’ available credit facilities were with European, Canadian, and Asian banks, respectively.

See Note [removed: 16] [added: 12] — [removed: Debt and Credit Agreements] [added: Retirement Benefits] of the Combined Notes to Consolidated Financial Statements for additional [removed: information on the credit facilities.][added: information.]

If any of the Registrants were to experience a downgrade in its credit ratings to below investment grade or otherwise fail to satisfy the credit standards in its agreements with its counterparties or regulatory financial requirements, it would be required to provide [removed: significant amounts of collateral that could affect its liquidity and could experience higher borrowing costs (All Registrants).][added: significant]

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS — Critical Accounting Policies and Estimates, Note [removed: 7] [added: 6] — Property, Plant, and Equipment, Note [removed: 11] [added: N/A] — Asset Impairments, and Note [removed: 12] [added: 10] — Intangible Assets of the Combined Notes to the Consolidated Financial Statements for additional information on long-lived asset impairments and goodwill impairments.

they could be subject to remediation costs as well as sanctions, which could include substantial monetary penalties.

In addition, where requirements and compliance mechanisms have previously been established, the withdrawal of such requirements can introduce costs and uncertainty.

effects of ongoing business decisions.

Physical attacks targeting the Registrants' physical assets or personnel could cause injuries, damage, or operational disruptions.

In addition, the

Third-party power generation may be insufficient to meet our customers’ electricity demand in the short- and medium-term because of extreme

Energy storage systems provide additional resources for enhancing grid reliability and stability by providing rapid response capabilities, allowing the injection and absorption of power during electric supply and demand imbalances.

As forecasted load increases, the lack of sufficient energy storage growth may also lead to greater price volatility and challenges in power services for customers.

amounts of collateral that could affect its liquidity and could experience higher borrowing costs (All Registrants).

The activities associated with the past Deferred Prosecution Agreement and the now resolved associated SEC investigation could have a material adverse effect on Exelon’s and ComEd’s reputation and relationship with legislators, regulators, and customers that could affect their ability to achieve actions and approvals (Exelon and ComEd).

On July 17, 2020, ComEd entered into a Deferred Prosecution Agreement with the USAO for the Northern District of Illinois to resolve the USAO’s investigation into Exelon’s and ComEd’s lobbying activities in the State of Illinois.

Exelon was not made a party to the DPA and no charges were brought against Exelon.

Under the DPA, the USAO filed a single charge alleging that ComEd improperly gave and offered to give jobs, vendor subcontracts, and payments associated with those jobs and subcontracts for the benefit of the Speaker of the Illinois House of Representatives and the Speaker’s associates, with the intent to influence the Speaker’s action regarding legislation affecting ComEd’s interests.

The DPA provided that the USAO would defer any prosecution of such charge and any other criminal or civil case against ComEd in connection with the matters identified therein for a three-year period.

That period expired, and the pending charge was dismissed, in July 2023.

In October 2019, the SEC notified Exelon and ComEd that it had opened an investigation into their lobbying activities in the state of Illinois.

On September 28, 2023, Exelon and ComEd reached a settlement with the SEC to fully resolve the matter.

The DPA and the settlement with the SEC could have a material adverse impact on Exelon’s and ComEd’s reputation or relationships with regulatory and legislative authorities, customers, and other stakeholders.

Those impacts could affect, or make more difficult, their efforts to achieve actions or approvals associated with operations.

such climate changes result in more intense, frequent and extreme weather events, elevated or decreased levels of precipitation, sea level rise, increased surface water temperatures, wildfires and/or other effects.

Utility Registrants to upgrade or expand their respective transmission systems through additional capital expenditures.

and maintenance expenses, increased capital expenditures, and potential asset impairment charges or accelerated depreciation over shortened remaining asset useful lives.

See Note 14 — Retirement Benefits of the Combined Notes to Consolidated Financial Statements for additional information.

See Note 1 — Significant Accounting Policies and Note [removed: 5] [added: 4] — Segment Information of the Combined Notes to Consolidated Financial Statements for additional information regarding Exelon's principal subsidiaries and reportable segments.

For discussion of the Utility Registrants' year ended December 31, [removed: 2023] [added: 2024] compared to the year ended December 31, [removed: 2022,] [added: 2023,] refer to ITEM 7.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS in the [removed: 2023] [added: 2024] Form 10-K, which was filed with the SEC on February [removed: 21, 2024.][added: 12, 2025.]

GAAP Results of Operations. The following table sets forth Exelon's GAAP consolidated Net income attributable to common shareholders [removed: from continuing operations] by Registrant for the year ended December 31, [removed: 2024] [added: 2025] compared to the same period in [removed: 2023.][added: 2024.]

For additional information regarding the financial results for the years ended December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] see the discussions of Results of Operations by Registrant.

| | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | Favorable (Unfavorable) Variance | | |

| ComEd | | | [removed: 1,066] [added: 1,147] | | | | | | [removed: 1,090] [added: 1,066] | | | | | | [removed: (24)] [added: 81] | | |

| PECO | | | [removed: 551] [added: 814] | | | | | | [removed: 563] [added: 551] | | | | | | [removed: (12)] [added: 263] | | |

| BGE | | | [removed: 527] [added: 578] | | | | | | [removed: 485] [added: 527] | | | | | | [removed: 42] [added: 51] | | |

| PHI | | | [removed: 741] [added: 799] | | | | | | [removed: 590] [added: 741] | | | | | | [removed: 151] [added: 58] | | |

| Pepco | | | [removed: 390] [added: 401] | | | | | | [removed: 306] [added: 390] | | | | | | [removed: 84] [added: 11] | | |

| DPL | | | [removed: 209] [added: 224] | | | | | | [removed: 177] [added: 209] | | | | | | [removed: 32] [added: 15] | | |

| ACE | | | [removed: 155] [added: 188] | | | | | | [removed: 120] [added: 155] | | | | | | [removed: 35] [added: 33] | | |

| Other(a) | | | [removed: (425)] [added: (570)] | | | | | | [removed: (400)] [added: (425)] | | | | | | [removed: (25)] [added: (145)] | | |

Year Ended December 31, [removed: 2024] [added: 2025] Compared to Year Ended December 31, [removed: 2023.] [added: 2024.] Net income attributable to common [removed: shareholders from continuing operations] [added: shareholders] increased by [removed: $132] [added: $308] million and Diluted earnings per average common share [removed: from continuing operations] increased to [removed: $2.45] [added: $2.73] in [removed: 2024] [added: 2025] from [removed: $2.34] [added: $2.45] in [removed: 2023] [added: 2024] primarily due to:

- Favorable impacts of rate increases at [removed: BGE] [added: ComEd, PECO, BGE,] and PHI;

- [removed: Less unfavorable] [added: Favorable] weather at PECO;

- [removed: Lower] [added: Higher] contracting costs at [added: PECO and] PHI;

- [removed: Higher] [added: Lower] transmission peak load due to [removed: higher] [added: lower] energy demand at ComEd; [removed: and]

- Lower storm costs at [removed: PHI.][added: BGE; and]

- Higher depreciation [removed: and amortization] expense at [removed: PECO, BGE,] [added: PECO] and PHI;

[removed: - Higher credit] [added: | Credit] loss expense [removed: at PECO and BGE;][added: | | | 8 | | | | | |]

[removed: - Higher storm] [added: | Storm-related] costs [removed: at BGE.][added: | | | 2 | | | | | | | | |]

The following table provides a reconciliation between Net income attributable to common shareholders [removed: from continuing operations] as determined in accordance with GAAP and Adjusted (non-GAAP) operating earnings for the year ended December 31, [removed: 2024] [added: 2025] compared to [removed: 2023:][added: 2024:]

| Net income attributable to common [removed: shareholders from continuing operations] [added: shareholders] | | | $ | [removed: 2,460] [added: 2,768] | | | | | $ | [removed: 2.45] [added: 2.73] | | | | | $ | [removed: 2,328] [added: 2,460] | | | | | $ | [removed: 2.34] [added: 2.45] | |

| Environmental costs (net of taxes of [removed: $5 and $8, respectively)] [added: $5)] | | | [removed: (13)] [added: —] | | | | | | [removed: (0.01)] [added: —] | | | | | | [removed: 29] [added: (13)] | | | | | | [removed: 0.03] [added: (0.01)] | | |

| Asset retirement obligations (net of taxes of [removed: $3] [added: $0] and [removed: $1,] [added: $3,] respectively) | | | [removed: 8] [added: (1)] | | | | | | [removed: 0.01] [added: —] | | | | | | [removed: (1)] [added: 8] | | | | | | [removed: —] [added: 0.01] | | |

| Cost management charge (net of taxes of [removed: 4)(b)] [added: $0 and $4, respectively)(a)] | | | [removed: 13] [added: (1)] | | | | | | [removed: 0.01] [added: —] | | | | | | [removed: —] [added: 13] | | | | | | [removed: —] [added: 0.01] | | |

| Change in FERC audit liability (net of taxes of [removed: $13] [added: $1] and [removed: $4,] [added: $13,] respectively) | | | [removed: 42] [added: 2] | | | | | | [removed: 0.04] [added: —] | | | | | | [removed: 11] [added: 42] | | | | | | [removed: 0.01] [added: 0.04] | | |

| Income tax-related adjustments (entire amount represents tax expense)(c) | | | [removed: (3)] [added: 1] | | | | | | — | | | | | | [removed: (54)] [added: (3)] | | | | | | [removed: (0.05)] [added: —] | | |

| Adjusted (non-GAAP) operating earnings | | | $ | [removed: 2,507] [added: 2,801] | | | | | $ | [removed: 2.50] [added: 2.77] | | | | | $ | [removed: 2,377] [added: 2,507] | | | | | $ | [removed: 2.38] [added: 2.50] | |

The marginal statutory income tax rates for [removed: 2024] [added: 2025] and [removed: 2023] [added: 2024] ranged from 24.0% to 29.0%.

[removed: (b)Primarily] [added: (a)Primarily] represents severance and reorganization costs related to cost management.

[removed: (c)In 2023,] [added: In 2025,] reflects the adjustment to state deferred income taxes due to changes in forecasted apportionment.

[removed: In] [added: (c)In] 2024, reflects the adjustment to state deferred income taxes due to change in DPL's Delaware net operating loss valuation allowance.

Significant [removed: 2024] [added: 2025] Transactions and Developments

[removed: In the third quarter 2024,] [added: During 2025,] Exelon issued approximately [removed: 4] [added: 16] million shares of Common Stock at [removed: an average gross] [added: a net weighted-average] price of [removed: $37.60] [added: $43.24] per share.

The net proceeds from the [removed: 2024] [added: 2025] issuances were [removed: $148] [added: $691] million, which were used for general corporate purposes.

See Note [removed: 19] [added: 17] — Shareholders' Equity of the Combined Notes to Consolidated Financial Statements for additional information.

The following tables show the Utility Registrants’ completed and pending distribution base rate case proceedings in [removed: 2024.][added: 2025.]

| Exelon | | | $ | 2,768 | | | | | $ | 2,460 | | | | | $ | 308 | |

- Higher AFUDC at ComEd;

- Lower income tax expense at PECO;

- Impacts of the multi-year plan reconciliation at BGE.

- Charitable contributions at Exelon Corporate;

- Lower AFUDC at PHI; and

- Higher income tax expense at Exelon Corporate.

| | | | 2025 | | | | | | | | | | | | 2024 | | | | | | | | |

| Regulatory matters (net of taxes of $10)(b) | | | 30 | | | | | | 0.03 | | | | | | — | | | | | | — | | |

(b)Represents the disallowance of certain capitalized costs.

| | | | September 20, 2024 (amended September 5, 2025) | | | | | | Natural Gas | | | | | | $ | 37 | | | | | $ | 22 | | | | | 9.60% | | | | | | December 17, 2025 | | | | | | January 1, 2026 | | | | | |

| | | | November 21, 2024 | | | | | | Electric | | | | | | $ | 109 | | | | | $ | 54 | | | | | 9.60% | | | | | | November 21, 2025 | | | | | | December 1, 2025 | | | | | |

| Pepco - Maryland | | | | | | October 14, 2025 | | | | | | Electric | | | | | | $ | 133 | | | | | 10.50% | | | | | | Third quarter of 2026 | | |

| DPL - Delaware | | | | | | December 9, 2025 | | | | | | Electric | | | | | | $ | 45 | | | | | 10.50% | | | | | | Third quarter of 2027 | | |

The settlement was approved by FERC on April 4, 2025.

In October 2025, Exelon, ComEd, and BGE received termination notifications from the DOE for their Renewable-Aware Distribution Operations, Deployment of a Community-Oriented Interoperable Control Framework for Aggregating and Integrating Distributed Energy Resources and Other Grid-Edge Devices, and Baltimore Interconnection Readiness & Deployment of Storage (BIRDS) awards, respectively.

In the fourth quarter of 2025, Exelon, ComEd, and BGE elected to decline the previously awarded Middle Mile Grant (MMG) and Exelon and PECO elected to decline the previously awarded Creating a Resilient, Equitable, and Accessible Transformation in Energy for Greater Philadelphia (CREATE) grant.

There are no material financial statement impacts as a result of the DOE terminations.

Exelon, ComEd, PECO, and BGE will continue to evaluate whether to move forward with these projects.

Next Generation Energy Act (Exelon, BGE, PHI, Pepco, and DPL)

On May 20, 2025, the Governor of Maryland signed into law legislation that addresses several matters pertaining to electric and gas utilities, including affirming that the MDPSC may approve the use of multi-year rate plans that demonstrate customer benefits, among other things.

It also prohibits utilities from filing after January 1, 2025, for the reconciliation of actuals costs and revenues to amounts approved within the multi-year plans.

In the second quarter of 2025, BGE derecognized Regulatory assets of $10 million and Regulatory liabilities of $3 million for multi-year plan reconciliations that are no longer eligible to be filed.

DPL also derecognized Regulatory liabilities of $0.4 million during the second quarter of 2025 for multi-year reconciliations ineligible to be filed.

Multi-year plan reconciliations filed prior to January 1, 2025, remain lawful and will be resolved in their respective proceedings.

Summer and Winter Rate Mitigation (Exelon, BGE, PHI, Pepco, DPL, and ACE).

As part of the passing of the Next Generation Energy Act by the Maryland General Assembly, the MDPSC issued an order on June 26, 2025, to implement the Legislative Energy Relief Refund program under which bill credits were distributed to residential customers based on their consumption of electricity supply that was subject to the renewable energy portfolio standard.

On July 24, 2025, the MDPSC issued an order accepting BGE, Pepco, and DPL's proposal for the implementation of the program.

As a result, BGE, Pepco, and DPL received approximately

$49 million, $21 million, and $8 million, respectively, from the MDPSC on August 6, 2025.

These amounts were used to reduce residential customer accounts receivable balances within the third quarter of 2025.

Additional disbursements from the state of Maryland were received by BGE, Pepco, and DPL on February 3, 2026 for approximately $49 million, $21 million, and $8 million, respectively.

These amounts will also be used to reduce residential customer receivables in the first quarter of 2026.

In response to significant increases in electric supply costs, on April 23, 2025, the NJBPU issued an order directing the State's electric public utilities to file petitions proposing distribution side measures to mitigate residential customer bill impacts during summer months.

As a result, on June 18, 2025, the NJBPU approved a stipulation of settlement for ACE to issue a bill credit of $30 per residential customer for the months of July and August 2025, which was deferred to Regulatory assets.

The amounts will subsequently be collected from September 2025 through February 2026 at a flat rate of $10 per residential customer.

The bill credit and subsequent collections will not be subject to carrying costs.

As of December 31, 2025, the Regulatory asset has a remaining balance of $10 million.

Residential Universal Bill Credit (Exelon and ACE).

In an effort to further reduce the burden of increased electric supply costs, on August 13, 2025, the NJBPU issued an order to establish the Residential Universal Bill Credit (RUBC), which will be funded by the NJBPU.

| | | | | | | | | | | | | | | | | | |

| Exelon | | | $ | 2,460 | | | | | $ | 2,328 | | | | | $ | 132 | |

- A tax repairs deduction at PECO;

- Favorable impacts of multi-year plans reconciliations at Pepco;

- Absence of realized losses from hedging activity at Exelon Corporate;

- Lower impacts of multi-year plans reconciliations at BGE;

- Lower electric distribution earnings from lower allowed ROE and the absence of a return on the pension asset at ComEd;

- Lower carrying cost recovery related to the CMC regulatory asset at ComEd; and

| | | | 2024 | | | | | | | | | | | | 2023 | | | | | | | | |

| Mark-to-market impact of economic hedging activities (net of taxes of $0 and $1, respectively) | | | — | | | | | | — | | | | | | (4) | | | | | | — | | |

| SEC matter loss contingency (net of taxes of $0) | | | — | | | | | | — | | | | | | 46 | | | | | | 0.05 | | |

| Separation costs (net of taxes of $0 and $7, respectively)(a) | | | — | | | | | | — | | | | | | 22 | | | | | | 0.02 | | |

(a)Represents costs related to the separation primarily comprised of system-related costs, third-party costs paid to advisors, consultants, lawyers, and other experts assisting in the separation, and employee-related severance costs, which are recorded in Operating and maintenance expense and Other, net.

| Pepco - Maryland | | | | | | October 26, 2020 (amended March 31, 2021) | | | | | | Electric | | | | | | $ | 104 | | | | | $ | 52 | | | | | 9.55% | | | | | | June 28, 2021 | | | | | | June 28, 2021 | | |

| DPL - Delaware | | | | | | September 20, 2024 | | | | | | Natural Gas | | | | | | $ | 39 | | | | | 10.50% | | | | | | First quarter of 2026 | | |

| ACE - New Jersey | | | | | | November 21, 2024 | | | | | | Electric | | | | | | $ | 109 | | | | | 10.70% | | | | | | Fourth quarter of 2025 | | |

On August 28, 2023, ComEd filed a formal notice of the issues it contested within the audit report.

On December 14, 2023, FERC appointed a settlement judge for the contested overhead allocation findings and set the matter for a trial-type hearing.

That hearing process was held in abeyance while a formal settlement process, which began in February 2024, took place.

The final settlement is subject to FERC approval.

results of operations, cash flows, and financial positions.

In March 2023, Exelon, ComEd, and PHI submitted three applications related to the Smart Grid Grants program under section 40107 of IIJA.

These applications are focused on replacing existing Advanced Distribution Management Systems (ADMS) in support of DERs and grid-edged technologies, strengthening interoperability and data architecture of systems in support of two-way power flows and accelerating advanced metering deployment in disadvantaged communities.

In October 2023, ComEd’s project, Deployment of a Community-Oriented Interoperable Control Framework for Aggregating and Integrating Distributed Energy Resources and Other Grid-Edge Devices, was recommended by the Grid Deployment Office (GDO) for negotiation of a final award up to $50 million.

This project will enable ComEd and its local partners to deploy the next generation of grid technologies that support the growth of solar and electric vehicles (EVs), while piloting new local workforce training initiatives to support job creation connected to the clean energy transition.

The award negotiation process is complete and funding has been obligated.

In April 2023, ComEd, PECO, BGE, and PHI submitted seven applications related to the Grid Resilience Grants program under section 40101(c) of IIJA.

These applications are broadly focused on improving grid resilience with an emphasis on disadvantaged communities, relief of capacity constraints and modernizing infrastructure, deployment of DER and microgrid technologies and providing improved resilience through storm hardening projects.

In October 2023, PECO’s project, Creating a Resilient, Equitable, and Accessible Transformation in Energy for Greater Philadelphia (CREATE), was recommended by the GDO for negotiation of a final award up to $100 million.

This project will support critical electric infrastructure investments to help reduce the impact of extreme weather and historic flooding on the Registrants' electric distribution system.

The Registrants are supporting three different Regional Clean Hydrogen Hub opportunities, covering all five states that Exelon operates in plus Washington D.C. under a program that will create networks of hydrogen producers, consumers, and local connective infrastructure to accelerate the use of hydrogen as a clean energy carrier that can deliver or store energy.

Applications for the three opportunities under this program were submitted in April 2023.

In October 2023 the DOE announced it selected two of the projects for further

negotiation: (1) the Mid-Atlantic Clean Hydrogen Hub (MACH2), which is being supported by PECO and PHI, and (2) the Midwest Alliance for Clean Hydrogen (MachH2), which is being supported by ComEd.

In November 2023, the GDO announced up to $3.9 billion available through the second-round funding opportunity of the Grid Resilience and Innovation Partnerships (GRIP) Program for fiscal years 2024 and 2025.

This funding opportunity focuses on projects that will improve electric transmission by increasing funding and advancing interconnection processes for faster build out of energy projects, create comprehensive solutions that link grid communications systems and operations to increase resilience and reduce power outages and threats, and deploy advanced technologies such as distributed energy resources and battery systems to provide essential grid services to ensure American communities across the country have access to affordable, reliable, clean electricity.

In March 2024, Exelon, BGE, PHI, Pepco, DPL, and ACE submitted five applications for Topic Area 2 (Smart Grid Grants).

These applications focus on improving resilience of the electric grid and deployment of technologies to enhance grid flexibility and deliver benefits to customers across the Exelon footprint.

In October 2024, Exelon’s project, Renewable-Aware Distribution Operations: Pioneering a cleaner future for all our communities, and BGE’s project, Baltimore Interconnection Readiness & Deployment of Storage (BIRDS), were recommended by the GDO for negotiation of a final award up to $100 million and $50 million, respectively.

The Exelon project will deploy advanced Distribution Energy Resource Management System (DERMS) capabilities and pilot technology to increase the flexibility, efficiency, reliability, and resilience of its distribution network.

See Note [removed: 15] [added: 13] — Derivative Financial Instruments of the Combined Notes to Consolidated Financial Statements for a detailed discussion of counterparty credit risk related to derivative instruments.

See Note [removed: 14] [added: 12] — Retirement Benefits of the Combined Notes to Consolidated Financial Statements for additional information.

The Registrants use a combination of [added: hybrid, convertible,] fixed-rate and variable-rate debt to manage interest rate exposure.

See Note [removed: 16] [added: 14] — Debt and Credit Agreements of the Combined Notes to Consolidated Financial Statements for additional information.

In addition, Exelon Corporate may utilize interest rate derivatives to lock in rate levels in anticipation of future financings, which are typically designated as cash flow [removed: hedges, or to lock in rate levels on borrowings, which are typically designated as economic] hedges.

See Note [removed: 15] [added: 13] — Derivative Financial Instruments of the Combined Notes to Consolidated Financial Statements for additional information.

[added: PECO,] BGE, Pepco, DPL, and ACE have certain full requirements contracts, which are considered derivatives and qualify for NPNS, and as a result are accounted for on an accrual basis of accounting.

For additional information on these contracts, see Note [removed: 3] [added: 2] — Regulatory Matters and Note [removed: 15] [added: 13] — Derivative Financial Instruments of the Combined Notes to Consolidated Financial Statements.

The following table presents [added: the] maturity and source of fair value for Exelon's and ComEd's mark-to-market commodity contract [added: net] liabilities.

See Note [removed: 17] [added: 15] — Fair Value of Financial Assets and Liabilities of the Combined Notes to Consolidated Financial Statements for additional information regarding fair value measurements and the fair value hierarchy.

| Commodity derivative contracts(a): | | | [removed: 2025] [added: 2026] | | | | | | [removed: 2026] [added: 2027] | | | | | | [removed: 2027] [added: 2028] | | | | | | [removed: 2028] [added: 2029] | | | | | | [removed: 2029] [added: 2030] | | | | | | [removed: 2030] [added: 2031] and Beyond | | | | | | | | |

| Prices based on model or other valuation methods (Level 3) | | | $ | [removed: (29)] [added: (24)] | | | | | $ | [removed: (20)] [added: (19)] | | | | | $ | [removed: (18)] [added: (20)] | | | | | $ | [removed: (16)] [added: (20)] | | | | | $ | [removed: (15)] [added: (20)] | | | | | $ | [removed: (34)] [added: (28)] | | | | | $ | [removed: (132)] [added: (131)] | |

These net liabilities are associated with ComEd's floating-to-fixed energy swap contracts with unaffiliated suppliers.

Credit Risk (All Registrants)

Credit risk for the Utility Registrants is governed by credit and collection policies, which are aligned with state regulatory requirements.

The Utility Registrants are currently obligated to provide service to all electric customers within their franchised territories.

The Utility Registrants record an allowance for credit losses, based upon historical experience, current information, and forward-looking risk factors, to provide for the potential loss from nonpayment by these customers.

The Utility Registrants will monitor nonpayment from customers and will make any necessary adjustments to the allowance for credit losses.

See Note 1 — Significant Accounting Policies of

the Combined Notes to Consolidated Financial Statements for the allowance for credit losses policy.

The Utility Registrants did not have any customers representing over 10% of their revenues as of December 31, 2025.

See Note 2 — Regulatory Matters of the Combined Notes to Consolidated Financial Statements for additional information.

See Note 2 [removed: – Discontinued Operations] [added: — Regulatory Matters] of the Combined Notes to Consolidated Financial Statements for additional information.

The following table presents the size of service territories, populations of each service territory, and the number of customers within each service territory for the Utility Registrants as of December 31, [removed: 2024:][added: 2025:]

| Electric | | | | | | 11,450 | | | | | | 1,900 | | | | | | [removed: 2,300] [added: 2,550] | | | | | | 650 | | | | | | 5,400 | | | | | | 2,700 | | |

| Electric | | | | | | [removed: 9.1] [added: 9.5] | | | | | | 4.2 | | | | | | 3.0 | | | | | | [removed: 2.4] [added: 2.5] | | | | | | 1.5 | | | | | | 1.2 | | |

| Total(b) | | | | | | [removed: 9.1] [added: 9.5] | | | | | | 4.2 | | | | | | 3.2 | | | | | | [removed: 2.4] [added: 2.5] | | | | | | 1.5 | | | | | | 1.2 | | |

| Main City Population | | | | | | [removed: 2.6] [added: 2.7] | | | | | | 1.6 | | | | | | 0.6 | | | | | | 0.7 | | | | | | 0.1 | | | | | | 0.1 | | |

ComEd's, BGE's (gas), Pepco DC's, and ACE's rights are generally non-exclusive while PECO's, BGE's (electric), Pepco [removed: MD's,] [added: Maryland's,] and DPL's rights are generally exclusive.

The current ComEd Franchise Agreement with the City of Chicago (the City) has been in [removed: force] [added: effect] since 1992.

The City also has an option to terminate and purchase the ComEd system [removed: (“municipalize”),] [added: (municipalize),] which also requires one year notice.

While Exelon and ComEd cannot predict the ultimate outcome, fundamental changes in the agreement or other adverse actions affecting ComEd’s business in the City would require changes in their business planning models [removed: and operations and could have a material adverse impact on Exelon’s and ComEd’s consolidated financial statements.]

ComEd, BGE, Pepco, DPL Maryland, and ACE have electric distribution decoupling mechanisms and BGE has a natural gas decoupling mechanism that [removed: eliminate] [added: eliminates] the favorable and unfavorable impacts of weather and customer usage patterns on electric distribution and natural gas delivery volumes.

Beginning in 2024 through 2027, ComEd's electric distribution costs are recovered [removed: through] [added: in accordance with] a multi-year rate plan [removed: with case] [added: approved by the ICC and through annual reconciliation] proceedings [removed: as filed with] [added: litigated before] the ICC.

See Note [removed: 3] [added: 2] — Regulatory Matters of the Combined Notes to Consolidated Financial Statements for additional information.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, Results of Operations and Note [removed: 3] [added: 2] — Regulatory Matters of the Combined Notes to Consolidated Financial Statements for additional information regarding electric and natural gas distribution services.

PECO, BGE, and DPL each have annual firm transportation contracts of 437,000 mmcf, [removed: 283,000] [added: 258,000] mmcf, and 44,000 mmcf, respectively, for delivery of gas.

(a)Natural gas from underground storage represents approximately 27%, [removed: 40%,] [added: 44%,] and 33% of PECO's, BGE’s, and DPL's [removed: 2024-2025] [added: 2025-2026] heating season pipeline capacity, respectively.

In 2024, BGE, Pepco, and DPL began deferring less energy efficiency and demand response program costs to a regulatory [removed: asset.][added: asset as a result of the EmPOWER Maryland Cost Recovery program Beginning January 1, 2026, program costs are no longer being deferred.]

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, Liquidity and Capital Resources, for additional information regarding projected [removed: 2025] [added: 2026] capital expenditures.

The Utility Registrants invest in rate base that supports service to our customers and the community, including investments that sustain and improve [removed: reliability and resiliency] [added: affordability, reliability, resiliency, security] and [removed: that] [added: safety to] enhance the service experience of our customers.

[removed: Exelon seeks to] leverage its scale and expertise across the utilities platform through enhanced standardization and sharing of resources and best practices to achieve improved operational and financial results.

The Utility Registrants anticipate investing approximately [removed: $38] [added: $41] billion over the next four years in electric and natural gas infrastructure improvements and modernization projects, including smart grid technology, storm hardening, advanced reliability technologies, new [removed: business,] [added: business including data centers,] and transmission projects, which is projected to result in an increase to current rate base of approximately [removed: $20] [added: $23] billion by the end of [removed: 2028.][added: 2029.]

Exelon's quantitative goals include its Scope 1 and 2 GHG emissions, with the exception of Scope 2 emissions associated with system losses of electric power delivered to customers [removed: ("line losses"),] [added: (line losses),] and build upon Exelon's long-standing commitment to reducing our GHG emissions.

| Employees | | | [removed: Exelon(c)] [added: Exelon(a)] | | | | | | | | | | | | ComEd | | | | | | PECO | | | | | | BGE | | | | | | [removed: PHI(d)] [added: PHI(b)] | | | | | | Pepco | | | | | | DPL | | | | | | ACE | | | | | | | | |

| [removed: Management] [added: Employees] | | | [removed: Exelon(c)] [added: Exelon] | | | | | | | | | | | | ComEd | | | | | | PECO | | | | | | BGE | | | | | | [removed: PHI(d)] [added: PHI] | | | | | | Pepco | | | | | | DPL | | | | | | ACE | | | [removed: | | | | | |]

[removed: (c)Exelon] [added: (a)Exelon] includes individuals employed by BSC in addition to those employed by ComEd, PECO, BGE, and PHI.

[removed: (d)PHI] [added: (b)PHI] includes individuals employed by PHISCO in addition to those employed by Pepco, DPL, and ACE.

The table below shows the average turnover rate for all employees for [removed: the last three years of 2022] [added: 2023] to [removed: 2024.][added: 2025.]

Approximately [removed: 43%] [added: 42%] of Exelon’s employees participate in CBAs.

The following table presents employee information, including information about CBAs, as of December 31, [removed: 2024.][added: 2025.]

| | | | Total Employees Covered by CBAs | | | | | | Number of CBAs | | | | | | CBAs New and Renewed in [removed: 2024(a)] [added: 2025(a)] | | | | | | Total Employees Under CBAs New and Renewed in [removed: 2024] [added: 2025] | | |

(a)Does not include CBAs that were extended in [removed: 2024] [added: 2025] while negotiations are ongoing for renewal.

Performance of those individuals directly involved in environmental compliance and strategy is reviewed and affects compensation as part of the annual individual performance [removed: review process.]

In the absence of comprehensive federal climate legislation, Exelon [removed: supports] [added: continues to support] the [removed: EPA moving forward with meaningful regulation of] [added: EPA's authority to regulate] GHG emissions under the Clean Air Act.

[removed: In 2023,] Exelon's [added: final verified 2024] Scope 1 and 2 GHG emissions were just over [removed: 5.3] [added: 4.6] million metric tons carbon dioxide equivalent using the World Resources Institute Corporate Standard Market-based accounting.

The majority of these operations-driven emissions are fugitive emissions from the gas delivery systems of [removed: Registrants] PECO, BGE, and DPL.

The remaining [removed: 4.9] [added: 4.2] million metric tons, approximately [removed: 92%,] [added: 91%,] are the indirect emissions associated with the electric transmission and distribution system and primarily consists of losses resulting from the Utility Registrant's delivery of electricity to their customers (line losses).

[removed: Exelon is laying the groundwork by] partnering with national labs, universities, and research consortia to research, develop, and pilot clean technologies, as well as working with our states, jurisdictions, and policy makers to understand the scope and scale of energy transformation, and policies and incentives, needed to reach local ambitions for GHG emissions reductions.

Estimated customer program energy efficiency investments across the Utility Registrants for [removed: 2025 — 2028] [added: 2026 to 2029] total $4.9 billion.

In addition, the Utility Registrants have [removed: a] [added: achieved their] goal to electrify 30% of their [removed: own] vehicle fleet by [removed: 2025, increasing to 50% by 2030.][added: 2025.]

Exelon, [removed: and its registrants] PECO, BGE, and DPL, which own gas distribution assets, are also continuing to explore these other decarbonization opportunities, supporting pilots of emerging energy technologies and clean fuels to support both operational and customer-driven emissions reductions.

| Electric | | | | | | 4.2 | | | | | | 1.7 | | | | | | 1.4 | | | | | | 1 | | | | | | 0.6 | | | | | | 0.6 | | |

| Total(c) | | | | | | 4.2 | | | | | | 1.7 | | | | | | 1.4 | | | | | | 1 | | | | | | 0.6 | | | | | | 0.6 | | |

and operations and could have a material adverse impact on Exelon’s and ComEd’s consolidated financial statements.

In October 2025, Pepco Maryland filed a fully forecasted test year rate case while it awaits the conclusion of the lessons learned process.

Exelon seeks to

Human Capital Management

Exelon’s workforce is critical to advancing energy transformation and achieving sustainable, long‑term growth.

As the Company competes for critical capabilities in the marketplace, Exelon must attract, develop, and equip its workforce to meet evolving business and industry needs.

Accordingly, Exelon’s human capital management strategy is centered on maintaining and enhancing its reputation as an employer of choice within the energy and utility industry.

Exelon seeks to attract and retain talent by fostering a safe, inclusive, and engaging workplace that offers meaningful work, clearly defined roles, opportunities for professional development, supportive leadership, work‑life balance, and competitive benefits that support employee well‑being across all stages of life.

Exelon’s talent strategy supports the attraction, development, engagement, and advancement of employees across all businesses and functions.

The Company deploys a comprehensive recruiting approach to address current and future workforce needs, including workforce development initiatives, annual internship and cooperative education programs, targeted recruiting for specialized and hard‑to‑fill roles, and partnerships with colleges, universities, trade schools, and community organizations.

Exelon invests in employee development through leadership development programs, technical training, and mentoring.

Talent growth and internal mobility are supported through performance development, talent review, and succession planning processes.

Employees are encouraged to complete annual individual development plans to identify skill‑building opportunities, supported by managers and Exelon’s development offerings.

Exelon’s total rewards programs support its talent strategy by attracting, retaining, and motivating high‑performing employees while reinforcing the Company’s pay‑for‑performance philosophy and supporting employee well‑being.

Compensation is designed to be market‑competitive and is informed by benchmarking many positions using external survey data.

All employees participate in an annual incentive program that aligns individual performance with business results and supports a high‑performance culture.

Exelon promotes transparency in compensation and performance‑based rewards by providing education, tools, and resources that help leaders and employees understand the Company’s market‑based pay approach and the connection between performance, ratings, and compensation outcomes.

In addition, Exelon offers a comprehensive portfolio of benefit programs that support employees’ emotional, physical, and financial well‑being, enabling employees to perform effectively and supporting overall organizational effectiveness.

The following table shows the total number of employees at each Registrant as of December 31, 2025.

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

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| Total Employees | | | 20,571 | | | | | | | | | | | | 6,688 | | | | | | 3,169 | | | | | | 3,383 | | | | | | 4,422 | | | | | | 1,374 | | | | | | 945 | | | | | | 630 | | | | | | | | |

| Exelon | | | 8,656 | | | | | | 10 | | | | | | 2 | | | | | | 941 | | |

| ComEd | | | 3,543 | | | | | | 2 | | | | | | 1 | | | | | | 73 | | |

| PECO | | | 1,524 | | | | | | 2 | | | | | | — | | | | | | — | | |

| BGE | | | 1,495 | | | | | | 1 | | | | | | — | | | | | | — | | |

| PHI | | | 2,094 | | | | | | 5 | | | | | | 1 | | | | | | 868 | | |

| Pepco | | | 861 | | | | | | 1 | | | | | | 1 | | | | | | 861 | | |

| DPL | | | 650 | | | | | | 2 | | | | | | — | | | | | | — | | |

| ACE | | | 397 | | | | | | 2 | | | | | | — | | | | | | — | | |

| Corporate(b) | | | 186 | | | | | | — | | | | | | — | | | | | | 7 | | |

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| Retirement Age | | | 2.39 | | % | | | | | | | | | | 2.72 | | % | | | | 2.54 | | % | | | | 2.06 | | % | | | | 2.17 | | % | | | | 2.00 | | % | | | | 2.40 | | % | | | | 2.10 | | % |

On February 21, 2021, Exelon’s Board of Directors approved a plan to separate the Utility Registrants and Generation.

The separation was completed on February 1, 2022, creating two publicly traded companies, Exelon and Constellation.

| Electric | | | | | | 4.1 | | | | | | 1.7 | | | | | | 1.3 | | | | | | 1.0 | | | | | | 0.6 | | | | | | 0.6 | | |

| Total(c) | | | | | | 4.1 | | | | | | 1.7 | | | | | | 1.3 | | | | | | 1.0 | | | | | | 0.6 | | | | | | 0.6 | | |

ComEd is in the process of pursuing a new agreement with the City.

The Registrants strive to create a diverse workforce and an inclusive workplace so that they can innovate, grow, and meet the needs of their employees, customers, and community.

Therefore, the Registrants take steps to attract, develop, and retain highly qualified talent with a broad range of skills, expertise, and backgrounds who reflect the communities they serve.

The Registrants strive to foster an environment where all employees are engaged, feel a sense of belonging and can pursue their full potential – providing comprehensive employee development opportunities to build the skills of their workforce and create high performing teams.

Employee well-being and safety are a priority.

The Registrants provide a full suite of wellness benefits targeted at supporting work-life balance, physical, mental, and financial health, and industry-leading paid leave policies.

The Registrants typically conduct an employee engagement survey every other year to gain feedback from employees, help identify organizational strengths, and help identify areas of opportunity for growth.

The survey results are reviewed with senior management and the Exelon Board of Directors.

Diversity Metrics

The following tables show diversity metrics for all employees and management as of December 31, 2024.

Management is defined as executive/senior level officials and managers as well as all employees who have direct reports and/or supervisory responsibilities.

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Female(a) | | | 5,651 | | | | | | | | | | | | 1,605 | | | | | | 793 | | | | | | 845 | | | | | | 1,345 | | | | | | 339 | | | | | | 135 | | | | | | 104 | | | | | | | | |

| People of Color(a) | | | 8,370 | | | | | | | | | | | | 2,791 | | | | | | 1,093 | | | | | | 1,359 | | | | | | 1,948 | | | | | | 866 | | | | | | 236 | | | | | | 157 | | | | | | | | |

| Aged <30 | | | 2,341 | | | | | | | | | | | | 784 | | | | | | 429 | | | | | | 379 | | | | | | 440 | | | | | | 140 | | | | | | 95 | | | | | | 61 | | | | | | | | |

| Aged 30-50 | | | 11,348 | | | | | | | | | | | | 3,963 | | | | | | 1,633 | | | | | | 1,993 | | | | | | 2,375 | | | | | | 751 | | | | | | 500 | | | | | | 351 | | | | | | | | |

| Aged >50 | | | 6,325 | | | | | | | | | | | | 1,800 | | | | | | 993 | | | | | | 1,037 | | | | | | 1,463 | | | | | | 424 | | | | | | 328 | | | | | | 196 | | | | | | | | |

| Total Employees(b) | | | 20,014 | | | | | | | | | | | | 6,547 | | | | | | 3,055 | | | | | | 3,409 | | | | | | 4,278 | | | | | | 1,315 | | | | | | 923 | | | | | | 608 | | | | | | | | |

| Female(a) | | | 1,173 | | | | | | | | | | | | 253 | | | | | | 137 | | | | | | 155 | | | | | | 254 | | | | | | 56 | | | | | | 13 | | | | | | 18 | | | | | | | | |

| People of Color(a) | | | 1,314 | | | | | | | | | | | | 368 | | | | | | 143 | | | | | | 202 | | | | | | 319 | | | | | | 117 | | | | | | 35 | | | | | | 31 | | | | | | | | |

| Aged <30 | | | 23 | | | | | | | | | | | | 8 | | | | | | 2 | | | | | | — | | | | | | 8 | | | | | | 3 | | | | | | 1 | | | | | | 1 | | | | | | | | |

| Aged 30-50 | | | 2,056 | | | | | | | | | | | | 554 | | | | | | 209 | | | | | | 337 | | | | | | 457 | | | | | | 114 | | | | | | 69 | | | | | | 44 | | | | | | | | |

| Aged >50 | | | 1,400 | | | | | | | | | | | | 377 | | | | | | 164 | | | | | | 170 | | | | | | 282 | | | | | | 64 | | | | | | 45 | | | | | | 40 | | | | | | | | |

| Total Employees in Management(b) | | | 3,479 | | | | | | | | | | | | 939 | | | | | | 375 | | | | | | 507 | | | | | | 747 | | | | | | 181 | | | | | | 115 | | | | | | 85 | | | | | | | | |

(a)Information concerning women and people of color is based on self-disclosed information.

(b)Total employees represents the sum of the aged categories.

Turnover Rates

As turnover is inherent, management succession planning is performed and tracked for all executives and critical key manager positions.

Management frequently reviews succession planning to ensure the Registrants are prepared when positions become available.

| | | | Exelon | | | | | | | | | | | | ComEd | | | | | | PECO | | | | | | BGE | | | | | | PHI | | | | | | Pepco | | | | | | DPL | | | | | | ACE | | |

| Retirement Age | | | 2.80 | | % | | | | | | | | | | 3.38 | | % | | | | 3.10 | | % | | | | 2.16 | | % | | | | 2.48 | | % | | | | 2.19 | | % | | | | 2.86 | | % | | | | 2.92 | | % |

| Voluntary | | | 3.00 | | % | | | | | | | | | | 2.64 | | % | | | | 2.65 | | % | | | | 2.06 | | % | | | | 3.15 | | % | | | | 3.43 | | % | | | | 1.61 | | % | | | | 2.81 | | % |

| Non-Voluntary | | | 1.00 | | % | | | | | | | | | | 0.87 | | % | | | | 1.37 | | % | | | | 1.06 | | % | | | | 1.16 | | % | | | | 1.77 | | % | | | | 0.62 | | % | | | | 0.70 | | % |

Collective Bargaining Agreements

| Exelon | | | 8,549 | | | | | | 10 | | | | | | 3 | | | | | | 851 | | |

| ComEd | | | 3,553 | | | | | | 2 | | | | | | — | | | | | | — | | |

For information regarding material lawsuits and proceedings, see Note [removed: 3] [added: 2] — Regulatory Matters and Note [removed: 18] [added: 16] — Commitments and Contingencies of the Combined Notes to Consolidated Financial Statements.

For the Fiscal Year Ended December 31, [removed: 2024][added: 2025]

The estimated aggregate market value of the voting and non-voting common equity held by nonaffiliates of each registrant as of June 30, [removed: 2024] [added: 2025] was as follows:

| Exelon Corporation Common Stock, without par value | | | [removed: $34,615,866,949] [added: 1,022,892,585] | | |

The number of shares outstanding of each registrant’s Common stock as of January 31, [removed: 2025] [added: 2026] was as follows:

| Exelon Corporation Common Stock, without par value | | | [removed: 1,005,217,157] [added: $43,835,664,870] | | |

| Commonwealth Edison Company Common Stock, $12.50 par value | | | [removed: 127,021,417] [added: 127,021,422] | | |

Portions of the Exelon Proxy Statement for the [removed: 2025] [added: 2026] Annual Meeting of Shareholders and the Commonwealth Edison Company [removed: 2025] [added: 2026] Information Statement are incorporated by reference in Part III.

| [GLOSSARY OF TERMS AND [removed: ABBREVIATIONS](#id759e101edad4e229ee36c477d1f2b28_13)] [added: ABBREVIATIONS](#i4c9c3ae6799a4a3e87602e3c79b151d2_13)] | | | | | | [removed: [1](#id759e101edad4e229ee36c477d1f2b28_13)] [added: [1](#i4c9c3ae6799a4a3e87602e3c79b151d2_13)] | | |

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| [CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING [removed: INFORMATION](#id759e101edad4e229ee36c477d1f2b28_19)] [added: INFORMATION](#i4c9c3ae6799a4a3e87602e3c79b151d2_19)] | | | | | | [removed: [5](#id759e101edad4e229ee36c477d1f2b28_19)] [added: [5](#i4c9c3ae6799a4a3e87602e3c79b151d2_19)] | | |

| [WHERE TO FIND MORE [removed: INFORMATION](#id759e101edad4e229ee36c477d1f2b28_22)] [added: INFORMATION](#i4c9c3ae6799a4a3e87602e3c79b151d2_22)] | | | | | | [removed: [6](#id759e101edad4e229ee36c477d1f2b28_22)] [added: [6](#i4c9c3ae6799a4a3e87602e3c79b151d2_22)] | | |

| [ITEM [removed: 1.](#id759e101edad4e229ee36c477d1f2b28_28)] [added: 1.](#i4c9c3ae6799a4a3e87602e3c79b151d2_28)] | | | [removed: [BUSINESS](#id759e101edad4e229ee36c477d1f2b28_28)] [added: [BUSINESS](#i4c9c3ae6799a4a3e87602e3c79b151d2_28)] | | | [removed: [7](#id759e101edad4e229ee36c477d1f2b28_28)] [added: [7](#i4c9c3ae6799a4a3e87602e3c79b151d2_28)] | | |

| | | | [Utility [removed: Operations](#id759e101edad4e229ee36c477d1f2b28_34)] [added: Operations](#i4c9c3ae6799a4a3e87602e3c79b151d2_34)] | | | [removed: [8](#id759e101edad4e229ee36c477d1f2b28_34)] [added: [8](#i4c9c3ae6799a4a3e87602e3c79b151d2_34)] | | |

| | | | [Exelon's Strategy and [removed: Outlook](#id759e101edad4e229ee36c477d1f2b28_37)] [added: Outlook](#i4c9c3ae6799a4a3e87602e3c79b151d2_37)] | | | [removed: [11](#id759e101edad4e229ee36c477d1f2b28_37)] [added: [11](#i4c9c3ae6799a4a3e87602e3c79b151d2_37)] | | |

| | | | [Environmental Matters and [removed: Regulation](#id759e101edad4e229ee36c477d1f2b28_43)] [added: Regulation](#i4c9c3ae6799a4a3e87602e3c79b151d2_43)] | | | [removed: [14](#id759e101edad4e229ee36c477d1f2b28_43)] [added: [13](#i4c9c3ae6799a4a3e87602e3c79b151d2_43)] | | |

| | | | [Executive Officers of the [removed: Registrants](#id759e101edad4e229ee36c477d1f2b28_46)] [added: Registrants](#i4c9c3ae6799a4a3e87602e3c79b151d2_46)] | | | [removed: [18](#id759e101edad4e229ee36c477d1f2b28_46)] [added: [18](#i4c9c3ae6799a4a3e87602e3c79b151d2_46)] | | |

| [ITEM [removed: 1A.](#id759e101edad4e229ee36c477d1f2b28_49)] [added: 1A.](#i4c9c3ae6799a4a3e87602e3c79b151d2_49)] | | | [RISK [removed: FACTORS](#id759e101edad4e229ee36c477d1f2b28_49)] [added: FACTORS](#i4c9c3ae6799a4a3e87602e3c79b151d2_49)] | | | [removed: [22](#id759e101edad4e229ee36c477d1f2b28_49)] [added: [20](#i4c9c3ae6799a4a3e87602e3c79b151d2_49)] | | |

| [ITEM [removed: 1B.](#id759e101edad4e229ee36c477d1f2b28_52)] [added: 1B.](#i4c9c3ae6799a4a3e87602e3c79b151d2_52)] | | | [UNRESOLVED STAFF [removed: COMMENTS](#id759e101edad4e229ee36c477d1f2b28_52)] [added: COMMENTS](#i4c9c3ae6799a4a3e87602e3c79b151d2_52)] | | | [removed: [31](#id759e101edad4e229ee36c477d1f2b28_52)] [added: [30](#i4c9c3ae6799a4a3e87602e3c79b151d2_52)] | | |

| [ITEM [removed: 1C.](#id759e101edad4e229ee36c477d1f2b28_55)] [added: 1C.](#i4c9c3ae6799a4a3e87602e3c79b151d2_55)] | | | [removed: [CYBERSECURITY](#id759e101edad4e229ee36c477d1f2b28_55)] [added: [CYBERSECURITY](#i4c9c3ae6799a4a3e87602e3c79b151d2_55)] | | | [removed: [31](#id759e101edad4e229ee36c477d1f2b28_55)] [added: [30](#i4c9c3ae6799a4a3e87602e3c79b151d2_55)] | | |

| [ITEM [removed: 2.](#id759e101edad4e229ee36c477d1f2b28_58)] [added: 2.](#i4c9c3ae6799a4a3e87602e3c79b151d2_58)] | | | [removed: [PROPERTIES](#id759e101edad4e229ee36c477d1f2b28_58)] [added: [PROPERTIES](#i4c9c3ae6799a4a3e87602e3c79b151d2_58)] | | | [removed: [34](#id759e101edad4e229ee36c477d1f2b28_58)] [added: [32](#i4c9c3ae6799a4a3e87602e3c79b151d2_58)] | | |

| [ITEM [removed: 3.](#id759e101edad4e229ee36c477d1f2b28_64)] [added: 3.](#i4c9c3ae6799a4a3e87602e3c79b151d2_64)] | | | [LEGAL [removed: PROCEEDINGS](#id759e101edad4e229ee36c477d1f2b28_64)] [added: PROCEEDINGS](#i4c9c3ae6799a4a3e87602e3c79b151d2_64)] | | | [removed: [35](#id759e101edad4e229ee36c477d1f2b28_64)] [added: [33](#i4c9c3ae6799a4a3e87602e3c79b151d2_64)] | | |

| [ITEM [removed: 4.](#id759e101edad4e229ee36c477d1f2b28_70)] [added: 4.](#i4c9c3ae6799a4a3e87602e3c79b151d2_70)] | | | [MINE SAFETY [removed: DISCLOSURES](#id759e101edad4e229ee36c477d1f2b28_70)] [added: DISCLOSURES](#i4c9c3ae6799a4a3e87602e3c79b151d2_70)] | | | [removed: [35](#id759e101edad4e229ee36c477d1f2b28_70)] [added: [33](#i4c9c3ae6799a4a3e87602e3c79b151d2_70)] | | |

| [ITEM [removed: 5.](#id759e101edad4e229ee36c477d1f2b28_76)] [added: 5.](#i4c9c3ae6799a4a3e87602e3c79b151d2_76)] | | | [MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY [removed: SECURITIES](#id759e101edad4e229ee36c477d1f2b28_76)] [added: SECURITIES](#i4c9c3ae6799a4a3e87602e3c79b151d2_76)] | | | [removed: [36](#id759e101edad4e229ee36c477d1f2b28_76)] [added: [34](#i4c9c3ae6799a4a3e87602e3c79b151d2_76)] | | |

| [ITEM [removed: 6.](#id759e101edad4e229ee36c477d1f2b28_79)] [added: 6.](#i4c9c3ae6799a4a3e87602e3c79b151d2_79)] | | | [removed: [\[RESERVED\]](#id759e101edad4e229ee36c477d1f2b28_79)] [added: [\[RESERVED\]](#i4c9c3ae6799a4a3e87602e3c79b151d2_79)] | | | [removed: [40](#id759e101edad4e229ee36c477d1f2b28_79)] [added: [38](#i4c9c3ae6799a4a3e87602e3c79b151d2_79)] | | |

| [ITEM [removed: 7.](#id759e101edad4e229ee36c477d1f2b28_106)] [added: 7.](#i4c9c3ae6799a4a3e87602e3c79b151d2_106)] | | | [MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF [removed: OPERATIONS](#id759e101edad4e229ee36c477d1f2b28_106)] [added: OPERATIONS](#i4c9c3ae6799a4a3e87602e3c79b151d2_106)] | | | [removed: [41](#id759e101edad4e229ee36c477d1f2b28_106)] [added: [39](#i4c9c3ae6799a4a3e87602e3c79b151d2_106)] | | |

| | | | [Exelon [removed: Corporation](#id759e101edad4e229ee36c477d1f2b28_109)] [added: Corporation](#i4c9c3ae6799a4a3e87602e3c79b151d2_109)] | | | [removed: [41](#id759e101edad4e229ee36c477d1f2b28_109)] [added: [39](#i4c9c3ae6799a4a3e87602e3c79b151d2_109)] | | |

| | | | [Executive [removed: Overview](#id759e101edad4e229ee36c477d1f2b28_112)] [added: Overview](#i4c9c3ae6799a4a3e87602e3c79b151d2_112)] | | | [removed: [41](#id759e101edad4e229ee36c477d1f2b28_112)] [added: [39](#i4c9c3ae6799a4a3e87602e3c79b151d2_112)] | | |

| | | | [Financial Results of [removed: Operations](#id759e101edad4e229ee36c477d1f2b28_115)] [added: Operations](#i4c9c3ae6799a4a3e87602e3c79b151d2_115)] | | | [removed: [41](#id759e101edad4e229ee36c477d1f2b28_115)] [added: [39](#i4c9c3ae6799a4a3e87602e3c79b151d2_115)] | | |

| | | | [Significant [removed: 2024 Transactions] [added: 202](#i4c9c3ae6799a4a3e87602e3c79b151d2_118)[5](#i4c9c3ae6799a4a3e87602e3c79b151d2_118) [Transactions] and [removed: Developments](#id759e101edad4e229ee36c477d1f2b28_118)] [added: Developments](#i4c9c3ae6799a4a3e87602e3c79b151d2_118)] | | | [removed: [43](#id759e101edad4e229ee36c477d1f2b28_118)] [added: [41](#i4c9c3ae6799a4a3e87602e3c79b151d2_118)] | | |

| | | | [Other Key Business Drivers and Management [removed: Strategies](#id759e101edad4e229ee36c477d1f2b28_127)] [added: Strategies](#i4c9c3ae6799a4a3e87602e3c79b151d2_127)] | | | [removed: [45](#id759e101edad4e229ee36c477d1f2b28_127)] [added: [43](#i4c9c3ae6799a4a3e87602e3c79b151d2_127)] | | |

| | | | [Critical Accounting Policies and [removed: Estimates](#id759e101edad4e229ee36c477d1f2b28_130)] [added: Estimates](#i4c9c3ae6799a4a3e87602e3c79b151d2_130)] | | | [removed: [47](#id759e101edad4e229ee36c477d1f2b28_130)] [added: [45](#i4c9c3ae6799a4a3e87602e3c79b151d2_130)] | | |

| | | | [Results of [removed: Operations](#id759e101edad4e229ee36c477d1f2b28_133)] [added: Operations](#i4c9c3ae6799a4a3e87602e3c79b151d2_133)] | | | [removed: [55](#id759e101edad4e229ee36c477d1f2b28_136)] [added: [53](#i4c9c3ae6799a4a3e87602e3c79b151d2_136)] | | |

| | | | [Commonwealth Edison [removed: Company](#id759e101edad4e229ee36c477d1f2b28_136)] [added: Company](#i4c9c3ae6799a4a3e87602e3c79b151d2_136)] | | | [removed: [55](#id759e101edad4e229ee36c477d1f2b28_136)] [added: [53](#i4c9c3ae6799a4a3e87602e3c79b151d2_136)] | | |

| | | | [PECO Energy [removed: Company](#id759e101edad4e229ee36c477d1f2b28_139)] [added: Company](#i4c9c3ae6799a4a3e87602e3c79b151d2_139)] | | | [removed: [58](#id759e101edad4e229ee36c477d1f2b28_139)] [added: [56](#i4c9c3ae6799a4a3e87602e3c79b151d2_139)] | | |

| | | | [Baltimore Gas and Electric [removed: Company](#id759e101edad4e229ee36c477d1f2b28_142)] [added: Company](#i4c9c3ae6799a4a3e87602e3c79b151d2_142)] | | | [removed: [62](#id759e101edad4e229ee36c477d1f2b28_142)] [added: [60](#i4c9c3ae6799a4a3e87602e3c79b151d2_142)] | | |

| | | | [Pepco Holdings [removed: LLC](#id759e101edad4e229ee36c477d1f2b28_145)] [added: LLC](#i4c9c3ae6799a4a3e87602e3c79b151d2_145)] | | | [removed: [65](#id759e101edad4e229ee36c477d1f2b28_145)] [added: [63](#i4c9c3ae6799a4a3e87602e3c79b151d2_145)] | | |

| | | | [Potomac Electric Power [removed: Company](#id759e101edad4e229ee36c477d1f2b28_148)] [added: Company](#i4c9c3ae6799a4a3e87602e3c79b151d2_148)] | | | [removed: [66](#id759e101edad4e229ee36c477d1f2b28_148)] [added: [64](#i4c9c3ae6799a4a3e87602e3c79b151d2_148)] | | |

| | | | [Delmarva Power & Light [removed: Company](#id759e101edad4e229ee36c477d1f2b28_151)] [added: Company](#i4c9c3ae6799a4a3e87602e3c79b151d2_151)] | | | [removed: [69](#id759e101edad4e229ee36c477d1f2b28_151)] [added: [67](#i4c9c3ae6799a4a3e87602e3c79b151d2_151)] | | |

| | | | [Atlantic City Electric [removed: Company](#id759e101edad4e229ee36c477d1f2b28_154)] [added: Company](#i4c9c3ae6799a4a3e87602e3c79b151d2_154)] | | | [removed: [73](#id759e101edad4e229ee36c477d1f2b28_154)] [added: [71](#i4c9c3ae6799a4a3e87602e3c79b151d2_154)] | | |

| | | | [Liquidity and Capital [removed: Resources](#id759e101edad4e229ee36c477d1f2b28_157)] [added: Resources](#i4c9c3ae6799a4a3e87602e3c79b151d2_157)] | | | [removed: [75](#id759e101edad4e229ee36c477d1f2b28_157)] [added: [73](#i4c9c3ae6799a4a3e87602e3c79b151d2_157)] | | |

| [PART I](#i4c9c3ae6799a4a3e87602e3c79b151d2_25) | | | | | | | | |

| | | | [General](#i4c9c3ae6799a4a3e87602e3c79b151d2_31) | | | [7](#i4c9c3ae6799a4a3e87602e3c79b151d2_31) | | |

| | | | [Employees](#i4c9c3ae6799a4a3e87602e3c79b151d2_40) | | | [12](#i4c9c3ae6799a4a3e87602e3c79b151d2_40) | | |

| [PART II](#i4c9c3ae6799a4a3e87602e3c79b151d2_73) | | | | | | | | |

| | | | [9. Leases](#i4c9c3ae6799a4a3e87602e3c79b151d2_457) | | | [198](#i4c9c3ae6799a4a3e87602e3c79b151d2_457) | | |

| | | | [10. Intangible Assets](#i4c9c3ae6799a4a3e87602e3c79b151d2_472) | | | [203](#i4c9c3ae6799a4a3e87602e3c79b151d2_472) | | |

| | | | [11. Income Taxes](#i4c9c3ae6799a4a3e87602e3c79b151d2_478) | | | [205](#i4c9c3ae6799a4a3e87602e3c79b151d2_478) | | |

| | | | [12. Retirement Benefits](#i4c9c3ae6799a4a3e87602e3c79b151d2_487) | | | [215](#i4c9c3ae6799a4a3e87602e3c79b151d2_487) | | |

| | | | [17. Shareholders' Equity](#i4c9c3ae6799a4a3e87602e3c79b151d2_532) | | | [253](#i4c9c3ae6799a4a3e87602e3c79b151d2_532) | | |

| [SIGNATURES](#i4c9c3ae6799a4a3e87602e3c79b151d2_736) | | | | | | [317](#i4c9c3ae6799a4a3e87602e3c79b151d2_736) | | |

| *Convertible Senior Notes* | | | | | | Exelon's 3.25% Convertible Senior Notes due 2029 | | |

| | | | | | | | | |

| | | | | | | | | |

| | | | | | | | | |

- disruptions or cost increases in the supply chain, including shortages in labor, materials or parts, or significant increases in relevant tariffs;

| [PART I](#id759e101edad4e229ee36c477d1f2b28_25) | | | | | | | | |

| | | | [General](#id759e101edad4e229ee36c477d1f2b28_31) | | | [7](#id759e101edad4e229ee36c477d1f2b28_31) | | |

| | | | [Employees](#id759e101edad4e229ee36c477d1f2b28_40) | | | [12](#id759e101edad4e229ee36c477d1f2b28_40) | | |

| [PART II](#id759e101edad4e229ee36c477d1f2b28_73) | | | | | | | | |

| | | | [2. Discontinued Operations](#id759e101edad4e229ee36c477d1f2b28_385) | | | [164](#id759e101edad4e229ee36c477d1f2b28_385) | | |

| | | | [10. Leases](#id759e101edad4e229ee36c477d1f2b28_457) | | | [204](#id759e101edad4e229ee36c477d1f2b28_457) | | |

| | | | [11. Asset Impairments](#id759e101edad4e229ee36c477d1f2b28_466) | | | [210](#id759e101edad4e229ee36c477d1f2b28_472) | | |

| | | | [12. Intangible Assets](#id759e101edad4e229ee36c477d1f2b28_472) | | | [210](#id759e101edad4e229ee36c477d1f2b28_472) | | |

| | | | [13. Income Taxes](#id759e101edad4e229ee36c477d1f2b28_478) | | | [212](#id759e101edad4e229ee36c477d1f2b28_478) | | |

| | | | [14. Retirement Benefits](#id759e101edad4e229ee36c477d1f2b28_487) | | | [219](#id759e101edad4e229ee36c477d1f2b28_487) | | |

| | | | [19. Shareholders' Equity](#id759e101edad4e229ee36c477d1f2b28_532) | | | [259](#id759e101edad4e229ee36c477d1f2b28_532) | | |

| [SIGNATURES](#id759e101edad4e229ee36c477d1f2b28_736) | | | | | | [325](#id759e101edad4e229ee36c477d1f2b28_736) | | |

| *Constellation* | | | | | | Constellation Energy Corporation | | |

| *EIMA* | | | | | | Energy Infrastructure Modernization Act (Illinois Senate Bill 1652 and Illinois House Bill 3036) | | |

- adverse impact of the activities associated with the past DPA and now-resolved SEC investigation on Exelon’s and ComEd’s reputation and relationships with legislators, regulators, and customers;

Management of material risks from cybersecurity threats is integrated into the Registrants' overall risk management processes and is monitored as [added: an enterprise risk.]

The [added: Operations, Safety and Customer Experience Committee (OSCC) and] Exelon Board of Directors [removed: is] [added: are] responsible for oversight of risks from cybersecurity threats.

As [removed: part of its responsibility and as] documented in the Cybersecurity Oversight Policy, the Board of Directors oversees Exelon's cybersecurity program and Exelon’s enterprise-wide risk related to cybersecurity, including management’s identification, assessment, and mitigation of cybersecurity risks.

At each regular quarterly meeting, the [removed: Board of Directors] [added: OSCC] engages with the CISO and a cross-functional management team regarding the risks from cybersecurity [removed: threats.][added: threats, and the Board of Directors receives reports on cybersecurity risks at least annually.]

The CISO and professionals from the legal and compliance departments brief the [removed: Board of Directors] [added: OSCC] on relevant topics, including information security and operational security, legislative and regulatory developments, and notable external cyber events relevant to Exelon and the industry more broadly.

Management engages with the [added: OSCC and the] Board of Directors on risks from cybersecurity threats as appropriate outside of the quarterly meetings.

The programs are aligned to the National Institute of Standards and Technology Cyber Security Framework (NIST CSF) and integrate cyber asset identification; threat assessment; [added: risk assessment; risk management; and risk monitoring.]

an enterprise risk.

risk assessment; risk management; and risk monitoring.

The Utility Registrants’ high voltage electric transmission lines owned and in service [removed: at] [added: as of] December 31, [removed: 2024] [added: 2025] were as follows:

| 500,000(a) | | | — | | | | | | [removed: 188] [added: 191] | | | | | | 216 | | | | | | 109 | | | | | | 16 | | | | | | — | | |

| 230,000 | | | — | | | | | | 550 | | | | | | 352 | | | | | | [removed: 792] [added: 794] | | | | | | 472 | | | | | | 259 | | |

See Note [removed: 8] [added: 7] — Jointly Owned Electric Utility Plant of the Combined Notes to the Consolidated Financial Statements for additional information.

The Utility Registrants' electric distribution system includes the following number of circuit miles of overhead and underground [removed: lines:][added: lines as of December 31, 2025:]

The following table presents PECO’s, BGE’s, and DPL’s natural gas pipeline miles [removed: at] [added: as of] December 31, [removed: 2024:][added: 2025.]

The following table presents PECO’s, BGE’s, and DPL’s natural gas [removed: facilities:][added: facilities as of December 31, 2025.]

See Note [removed: 16] [added: 14] — Debt and Credit Agreements of the Combined Notes to Consolidated Financial Statements for additional information.

| 69,000 | | | — | | | | | | 178 | | | | | | — | | | | | | — | | | | | | 570 | | | | | | 675 | | |

| Overhead | | | 35,349 | | | | | | 12,972 | | | | | | 9,101 | | | | | | 4,172 | | | | | | 6,014 | | | | | | 7,349 | | |

| Underground | | | 33,180 | | | | | | 9,898 | | | | | | 18,262 | | | | | | 7,412 | | | | | | 6,715 | | | | | | 3,149 | | |

| Distribution | | | 7,349 | | | | | | 7,651 | | | | | | 2,183 | | |

| Service piping | | | 6,590 | | | | | | 6,556 | | | | | | 1,502 | | |

| Total | | | 13,945 | | | | | | 14,353 | | | | | | 3,693 | | |

| 69,000 | | | — | | | | | | 177 | | | | | | — | | | | | | — | | | | | | 568 | | | | | | 675 | | |

| Overhead | | | 35,340 | | | | | | 12,982 | | | | | | 9,128 | | | | | | 4,170 | | | | | | 6,022 | | | | | | 7,339 | | |

| Underground | | | 32,993 | | | | | | 9,814 | | | | | | 18,197 | | | | | | 7,385 | | | | | | 6,669 | | | | | | 3,055 | | |

| Distribution | | | 7,305 | | | | | | 7,644 | | | | | | 2,225 | | |

| Service piping | | | 6,533 | | | | | | 6,518 | | | | | | 1,497 | | |

| Total | | | 13,844 | | | | | | 14,308 | | | | | | 3,730 | | |

As of January 31, [removed: 2025,] [added: 2026,] there were [removed: 1,005,217,157] [added: 1,022,892,585] shares of Common stock outstanding and approximately [removed: 73,288] [added: 68,884] record holders of Common stock.

The performance graph below illustrates a five-year comparison of cumulative total returns based on an initial investment of $100 in Exelon Common stock, compared with the S&P 500 Stock Index and the S&P Utility Index, for the period [removed: 2020] [added: 2021] through [removed: 2024.][added: 2025.]

- $100 invested on December 31, [removed: 2019] [added: 2020] in Exelon Common stock, the S&P 500 Stock Index, and the S&P Utility Index; and

[removed: ][added: ]

| | | | [removed: 2019 | | |] 2020 | | | 2021 | | | 2022 | | | 2023 | | | 2024 | | | [added: 2025 | | |]

As of January 31, [removed: 2025,] [added: 2026,] there were [removed: 127,021,417] [added: 127,021,422] outstanding shares of Common stock, $12.50 par value, of ComEd, of which 127,002,904 shares were indirectly held by Exelon.

As of January 31, [removed: 2025,] [added: 2026,] in addition to Exelon, there were [removed: 280] [added: 277] record holders of ComEd Common stock.

As of January 31, [removed: 2025,] [added: 2026,] there were 170,478,507 outstanding shares of Common stock, without par value, of PECO, all of which were indirectly held by Exelon.

As of January 31, [removed: 2025,] [added: 2026,] there were 1,000 outstanding shares of Common stock, without par value, of BGE, all of which were indirectly held by Exelon.

As of January 31, [removed: 2025,] [added: 2026,] Exelon indirectly held the entire membership interest in PHI.

As of January 31, [removed: 2025,] [added: 2026,] there were 100 outstanding shares of Common stock, $0.01 par value, of Pepco, all of which were indirectly held by Exelon.

As of January 31, [removed: 2025,] [added: 2026,] there were 1,000 outstanding shares of Common stock, $2.25 par value, of DPL, all of which were indirectly held by Exelon.

As of January 31, [removed: 2025,] [added: 2026,] there were 8,546,017 outstanding shares of Common stock, $3.00 par value, of ACE, all of which were indirectly held by Exelon.

Exelon’s Board of Directors approved an updated dividend policy for [removed: 2025.][added: 2026.]

The [removed: 2025] [added: 2026] quarterly dividend will be [removed: $0.40] [added: $0.42] per share.

As of December 31, [removed: 2024,] [added: 2025,] Exelon had Retained earnings of [removed: $6,426] [added: $7,577] million, ComEd had Retained earnings of [removed: $2,664] [added: $2,998] million, PECO had Retained earnings of [removed: $2,170] [added: $2,438] million, BGE had Retained earnings of [removed: $2,403] [added: $2,588] million, and PHI had Undistributed losses of [removed: $240] [added: $151] million.

The following table sets forth Exelon’s quarterly cash dividends per share paid during [removed: 2024] [added: 2025] and [removed: 2023:][added: 2024:]

| Exelon | | | $ | [removed: 0.3800] [added: 0.4000] | | | | | $ | [removed: 0.3800] [added: 0.4000] | | | | | $ | [removed: 0.3800] [added: 0.4000] | | | | | $ | [removed: 0.3800] [added: 0.4000] | | | | | $ | [removed: 0.3600] [added: 0.3800] | | | | | $ | [removed: 0.3600] [added: 0.3800] | | | | | $ | [removed: 0.3600] [added: 0.3800] | | | | | $ | [removed: 0.3600] [added: 0.3800] | |

| BGE | | | [removed: 92] [added: 99] | | | | | | [removed: 92] [added: 98] | | | | | | [removed: 92] [added: 98] | | | | | | [removed: 92] [added: 98] | | | | | | [removed: 78] [added: 92] | | | | | | [removed: 79] [added: 92] | | | | | | [removed: 79] [added: 92] | | | | | | [removed: 80] [added: 92] | | |

| Pepco | | | [removed: 73] [added: 60] | | | | | | [removed: 133] [added: 109] | | | | | | [removed: 102] [added: 92] | | | | | | [removed: 51] [added: 66] | | | | | | [removed: 52] [added: 73] | | | | | | [removed: 85] [added: 133] | | | | | | [removed: 67] [added: 102] | | | | | | [removed: 48] [added: 51] | | |

| DPL | | | [removed: 58] [added: 53] | | | | | | [removed: 78] [added: 59] | | | | | | [removed: 39] [added: 44] | | | | | | [removed: 45] [added: 46] | | | | | | [removed: 36] [added: 58] | | | | | | [removed: 37] [added: 78] | | | | | | [removed: 18] [added: 39] | | | | | | [removed: 42] [added: 45] | | |

| ACE | | | [removed: 27] [added: 51] | | | | | | [removed: 56] [added: 88] | | | | | | [removed: 22] [added: 24] | | | | | | [removed: 22] [added: 20] | | | | | | [removed: 15] [added: 27] | | | | | | [removed: 75] [added: 56] | | | | | | [removed: 15] [added: 22] | | | | | | [removed: 21] [added: 22] | | |

First Quarter [removed: 2025] [added: 2026] Dividend

On February 12, [removed: 2025,] [added: 2026,] Exelon's Board of Directors declared a regular quarterly dividend of [removed: $0.40] [added: $0.42] per share on Exelon’s Common stock for the first quarter of [removed: 2025.][added: 2026.]

The dividend is payable on Friday, March [removed: 14, 2025,] [added: 13, 2026,] to shareholders of record of Exelon as of [removed: 5 p.m.][added: the close of business on Monday, March 2, 2026.]

| Exelon Corporation | | | $100.00 | | | $141.41 | | | $153.19 | | | $131.78 | | | $143.93 | | | $172.79 | | |

| S&P 500 | | | $100.00 | | | $128.71 | | | $105.40 | | | $133.10 | | | $166.40 | | | $196.16 | | |

| S&P Utilities | | | $100.00 | | | $117.67 | | | $119.51 | | | $111.05 | | | $137.07 | | | $159.06 | | |

| | | | 2025 | | | | | | | | | | | | | | | | | | | | | | | | 2024 | | | | | | | | | | | | | | | | | | | | |

| | | | 2025 | | | | | | | | | | | | | | | | | | | | | | | | 2024 | | | | | | | | | | | | | | | | | | | | |

| ComEd | | | $ | 203 | | | | | $ | 203 | | | | | $ | 204 | | | | | $ | 203 | | | | | $ | 194 | | | | | $ | 194 | | | | | $ | 194 | | | | | $ | 194 | |

| PECO | | | 136 | | | | | | 137 | | | | | | 136 | | | | | | 137 | | | | | | 100 | | | | | | 100 | | | | | | 100 | | | | | | 100 | | |

| PHI | | | 162 | | | | | | 256 | | | | | | 160 | | | | | | 132 | | | | | | 157 | | | | | | 267 | | | | | | 164 | | | | | | 118 | | |

| Exelon Corporation | | | $100.00 | | | $100.22 | | | $141.73 | | | $153.53 | | | $132.08 | | | $144.25 | | |

| S&P 500 | | | $100.00 | | | $155.68 | | | $200.37 | | | $164.08 | | | $207.21 | | | $259.05 | | |

| S&P Utilities | | | $100.00 | | | $126.96 | | | $149.39 | | | $151.73 | | | $140.99 | | | $174.02 | | |

| | | | 2024 | | | | | | | | | | | | | | | | | | | | | | | | 2023 | | | | | | | | | | | | | | | | | | | | |

| ComEd | | | $ | 194 | | | | | $ | 194 | | | | | $ | 194 | | | | | $ | 194 | | | | | $ | 187 | | | | | $ | 185 | | | | | $ | 187 | | | | | $ | 187 | |

| PECO | | | 100 | | | | | | 100 | | | | | | 100 | | | | | | 100 | | | | | | 102 | | | | | | 101 | | | | | | 101 | | | | | | 101 | | |

| PHI | | | 157 | | | | | | 267 | | | | | | 164 | | | | | | 118 | | | | | | 103 | | | | | | 198 | | | | | | 100 | | | | | | 112 | | |

Eastern time on Monday, February 24, 2025.

Exelon’s management conducted an assessment of the effectiveness of Exelon’s internal control over financial reporting as of December 31, [removed: 2024.][added: 2025.]

Based on this assessment, Exelon’s management concluded that, as of December 31, [removed: 2024,] [added: 2025,] Exelon’s internal control over financial reporting was effective.

The effectiveness of Exelon’s internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which appears herein.

ComEd’s management conducted an assessment of the effectiveness of ComEd’s internal control over financial reporting as of December 31, [removed: 2024.][added: 2025.]

Based on this assessment, ComEd’s management concluded that, as of December 31, [removed: 2024,] [added: 2025,] ComEd’s internal control over financial reporting was effective.

PECO’s management conducted an assessment of the effectiveness of PECO’s internal control over financial reporting as of December 31, [removed: 2024.][added: 2025.]

Based on this assessment, PECO’s management concluded that, as of December 31, [removed: 2024,] [added: 2025,] PECO’s internal control over financial reporting was effective.

BGE’s management conducted an assessment of the effectiveness of BGE’s internal control over financial reporting as of December 31, [removed: 2024.][added: 2025.]

Based on this assessment, BGE’s management concluded that, as of December 31, [removed: 2024,] [added: 2025,] BGE’s internal control over financial reporting was effective.

PHI’s management conducted an assessment of the effectiveness of PHI’s internal control over financial reporting as of December 31, [removed: 2024.][added: 2025.]

Based on this assessment, PHI’s management concluded that, as of December 31, [removed: 2024,] [added: 2025,] PHI’s internal control over financial reporting was effective.

Pepco’s management conducted an assessment of the effectiveness of Pepco’s internal control over financial reporting as of December 31, [removed: 2024.][added: 2025.]

Based on this assessment, Pepco’s management concluded that, as of December 31, [removed: 2024,] [added: 2025,] Pepco’s internal control over financial reporting was effective.

DPL’s management conducted an assessment of the effectiveness of DPL’s internal control over financial reporting as of December 31, [removed: 2024.][added: 2025.]

Based on this assessment, DPL’s management concluded that, as of December 31, [removed: 2024,] [added: 2025,] DPL’s internal control over financial reporting was effective.

ACE’s management conducted an assessment of the effectiveness of ACE’s internal control over financial reporting as of December 31, [removed: 2024.][added: 2025.]

Based on this assessment, ACE’s management concluded that, as of December 31, [removed: 2024,] [added: 2025,] ACE’s internal control over financial reporting was effective.

We have audited the consolidated financial statements, including the related notes, [removed: of Exelon Corporation and its subsidiaries (the “Company”)] as listed in the index appearing under Item 15(a)(1)(i), and the financial statement schedules listed in the index appearing under Item 15(a)(1)(ii), [added: of Exelon Corporation and its subsidiaries (the "Company")] (collectively referred to as the [removed: “consolidated] [added: "consolidated] financial [removed: statements”).][added: statements").]

We also have audited the Company's internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2024] [added: 2025] in conformity with accounting principles generally accepted in the United States of America.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.

As described in Notes 1 and [removed: 3] [added: 2] to the consolidated financial statements, the Company applies the authoritative guidance for accounting for certain types of regulation, which requires management to record in the consolidated financial statements the effects of cost-based rate regulation for entities with regulated operations that meet the following criteria, (i) rates are established or approved by a third-party regulator; (ii) rates are designed to recover the entity’s cost of providing services or products; and (iii) there is a reasonable expectation that rates designed to recover costs can be charged to and collected from customers.

As of December 31, [removed: 2024,] [added: 2025,] there were [removed: $10.65] [added: $10.57] billion of regulatory assets and [removed: $10.61] [added: $12.14] billion of regulatory liabilities.

We have audited the consolidated financial statements, including the related notes, [removed: of Commonwealth Edison Company and its subsidiaries (the “Company”)] as listed in the index appearing under Item 15(a)(2)(i), and the financial statement schedule listed in the index appearing under Item [removed: 15(a)(2)(ii)] [added: 15(a)(2)(ii), of Commonwealth Edison Company and its subsidiaries (the "Company")] (collectively referred to as the [removed: “consolidated] [added: "consolidated] financial [removed: statements”).][added: statements").]

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2024] [added: 2025] in conformity with accounting principles generally accepted in the United States of America.

Those standards require that we plan and perform the [removed: audit] [added: audits] to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

As of December 31, [removed: 2024,] [added: 2025,] there were [removed: $3.72] [added: $3.28] billion of regulatory assets and [removed: $8.62] [added: $10.01] billion of regulatory liabilities.

We have audited the consolidated financial statements, including the related notes, [removed: of PECO Energy Company and its subsidiaries (the “Company”)] as listed in the index appearing under Item 15(a)(3)(i), and the financial statement schedule listed in the index appearing under Item [removed: 15(a)(3)(ii)] [added: 15(a)(3)(ii), of PECO Energy Company and its subsidiaries (the "Company")] (collectively referred to as the [removed: “consolidated] [added: "consolidated] financial [removed: statements”).][added: statements").]

As of December 31, [removed: 2024,] [added: 2025,] there were [removed: $1.07] [added: $1.35] billion of regulatory assets and [removed: $375] [added: $589] million of regulatory liabilities.

We have audited the financial statements, including the related notes, [removed: of Baltimore Gas and Electric Company (the “Company”)] as listed in the index appearing under Item 15(a)(4)(i), and the financial statement schedule listed in the index appearing under Item [removed: 15(a)(4)(ii)] [added: 15(a)(4)(ii), of Baltimore Gas and Electric Company (the "Company")] (collectively referred to as the [removed: “financial statements”).][added: "financial statements").]

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2024] [added: 2025] in conformity with accounting principles generally accepted in the United States of America.

Those standards require that we plan and perform the [removed: audit] [added: audits] to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

As described in Notes 1 and [removed: 3] [added: 2] to the financial statements, the Company applies the authoritative guidance for accounting for certain types of regulation, which requires management to record in the financial statements the effects of cost-based rate regulation for entities with regulated operations that meet the following criteria, (i) rates are established or approved by a third-party regulator; (ii) rates are designed to recover the entity’s cost of providing services or products; and (iii) there is a reasonable expectation that rates designed to recover costs can be charged to and collected from customers.

As of December 31, [removed: 2024,] [added: 2025,] there were [removed: $995] [added: $979] million of regulatory assets and [removed: $648] [added: $626] million of regulatory liabilities.

We have audited the consolidated financial statements, including the related notes, [removed: of Pepco Holdings LLC and its subsidiaries (the “Company”)] as listed in the index appearing under Item 15(a)(5)(i), and the financial statement schedule listed in the index appearing under Item [removed: 15(a)(5)(ii)] [added: 15(a)(5)(ii), of Pepco Holdings LLC and its subsidiaries (the "Company")] (collectively referred to as the [removed: “consolidated] [added: "consolidated] financial [removed: statements”).][added: statements").]

As of December 31, [removed: 2024,] [added: 2025,] there were [removed: $1.89] [added: $1.91] billion of regulatory assets and [removed: $863] [added: $825] million of regulatory liabilities.

We have audited the financial statements, including the related notes, [removed: of Potomac Electric Power Company (the “Company”)] as listed in the index appearing under Item 15(a)(6)(i), and the financial statement schedule listed in the index appearing under Item [removed: 15(a)(6)(ii)] [added: 15(a)(6)(ii), of Potomac Electric Power Company (the "Company")] (collectively referred to as the [removed: “financial statements”).][added: "financial statements").]

As of December 31, [removed: 2024,] [added: 2025,] there were [removed: $603] [added: $587] million of regulatory assets and [removed: $327] [added: $281] million of regulatory liabilities.

We have audited the financial statements, including the related notes, [removed: of Delmarva Power & Light Company (the “Company”)] as listed in the index appearing under Item 15(a)(7)(i), and the financial statement schedule listed in the index appearing under Item [removed: 15(a)(7)(ii)] [added: 15(a)(7)(ii), of Delmarva Power & Light Company (the "Company")] (collectively referred to as the [removed: “financial statements”).][added: "financial statements").]

As of December 31, [removed: 2024,] [added: 2025,] there were [removed: $275] [added: $286] million of regulatory assets and [removed: $367] [added: $358] million of regulatory liabilities.

February 12, 2026

February 12, 2026

February 12, 2026

February 12, 2026

February 12, 2026

February 12, 2026

February 12, 2026

February 12, 2026

February 12, 2026

As described in Notes 1 and 2 to the consolidated financial statements, the Company applies the authoritative guidance for accounting for certain types of regulation, which requires management to record in the consolidated financial statements the effects of cost-based rate regulation for entities with regulated operations that meet the following criteria, (i) rates are established or approved by a third-party regulator; (ii) rates are designed to recover the entity’s cost of providing services or products; and (iii) there is a reasonable expectation that rates designed to recover costs can be charged to and collected from customers.

February 12, 2026

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025 in conformity with accounting principles generally accepted in the United States of America.

Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

As described in Notes 1 and 2 to the consolidated financial statements, the Company applies the authoritative guidance for accounting for certain types of regulation, which requires management to record in the consolidated financial statements the effects of cost-based rate regulation for entities with regulated operations that meet the following criteria, (i) rates are established or approved by a third-party regulator; (ii) rates are designed to recover the entity’s cost of providing services or products; and (iii) there is a reasonable expectation that rates designed to recover costs can be charged to and collected from customers.

February 12, 2026

February 12, 2026

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025 in conformity with accounting principles generally accepted in the United States of America.

Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

As described in Notes 1 and 2 to the consolidated financial statements, the Company applies the authoritative guidance for accounting for certain types of regulation, which requires management to record in the consolidated financial statements the effects of cost-based rate regulation for entities with regulated operations that meet the following criteria, (i) rates are established or approved by a third-party regulator; (ii) rates are designed to recover the entity’s cost of providing services or products; and (iii) there is a reasonable expectation that rates designed to recover costs can be charged to and collected from customers.

February 12, 2026

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025 in conformity with accounting principles generally accepted in the United States of America.

Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

As described in Notes 1 and 2 to the financial statements, the Company applies the authoritative guidance for accounting for certain types of regulation, which requires management to record in the financial statements the effects of cost-based rate regulation for entities with regulated operations that meet the following criteria, (i) rates are established or approved by a third-party regulator; (ii) rates are designed to recover the entity’s cost of providing services or products; and (iii) there is a reasonable expectation that rates designed to recover costs can be charged to and collected from customers.

February 12, 2026

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025 in conformity with accounting principles generally accepted in the United States of America.

Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

As described in Notes 1 and 2 to the financial statements, the Company applies the authoritative guidance for accounting for certain types of regulation, which requires management to record in the financial statements the effects of cost-based rate regulation for entities with regulated operations that meet the following criteria, (i) rates are established or approved by a third-party regulator; (ii) rates are designed to recover the entity’s cost of providing services or products; and (iii) there is a reasonable expectation that rates designed to recover costs can be charged to and collected from customers.

February 12, 2026

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025 in conformity with accounting principles generally accepted in the United States of America.

Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

As described in Notes 1 and 2 to the consolidated financial statements, the Company applies the authoritative guidance for accounting for certain types of regulation, which requires management to record in the consolidated financial statements the effects of cost-based rate regulation for entities with regulated operations that meet the following criteria, (i) rates are established or approved by a third-party regulator; (ii) rates are designed to recover the entity’s cost of providing services or products; and (iii) there is a reasonable expectation that rates designed to recover costs can be charged to and collected from customers.

February 12, 2026

(a)The dilutive effects of stock-based compensation awards are calculated using the treasury stock method for all periods presented.

| (In millions) | | | 2025 | | | | | | 2024 | | |

| (In millions) | | | 2025 | | | | | | 2024 | | |

| Balance at December 31, 2025 | | | 1,024,401 | | | | | | $ | 22,106 | | | | | $ | (123) | | | | | $ | 7,577 | | | | | $ | (762) | | | | | | | | | | | $ | 28,798 | |

| (In millions) | | | 2025 | | | | | | 2024 | | |

| (In millions) | | | 2025 | | | | | | 2024 | | |

| Balance at December 31, 2025 | | | $ | 1,588 | | | | | $ | 11,019 | | | | | $ | 2,998 | | | | | $ | 15,605 | |

| Depreciation and amortization | | | 454 | | | | | | 428 | | | | | | 397 | | |

February 12, 2025

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Operating expenses | | | | | | | | | | | | | | | | | |

| Purchased power and fuel from affiliates | | | — | | | | | | — | | | | | | 159 | | |

| Net income from continuing operations after income taxes | | | 2,460 | | | | | | 2,328 | | | | | | 2,054 | | |

| Net income from discontinued operations after income taxes (Note 2) | | | — | | | | | | — | | | | | | 117 | | |

| Net income attributable to noncontrolling interests | | | — | | | | | | — | | | | | | 1 | | |

| Amounts attributable to common shareholders: | | | | | | | | | | | | | | | | | |

| Net income from discontinued operations | | | — | | | | | | — | | | | | | 116 | | |

| Comprehensive income attributable to noncontrolling interests | | | — | | | | | | — | | | | | | 1 | | |

| Comprehensive income attributable to common shareholders | | | $ | 2,466 | | | | | $ | 2,240 | | | | | $ | 2,259 | |

| Earnings per average common share from discontinued operations | | | | | | | | | | | | | | | | | |

| Basic | | | $ | — | | | | | $ | — | | | | | $ | 0.12 | |

| Diluted | | | $ | — | | | | | $ | — | | | | | $ | 0.12 | |

| Asset impairments | | | — | | | | | | — | | | | | | 48 | | |

| Net realized and unrealized losses (gains) on NDT funds | | | — | | | | | | — | | | | | | 205 | | |

| Net unrealized losses on equity investments | | | — | | | | | | — | | | | | | 16 | | |

| Option premiums paid, net | | | — | | | | | | — | | | | | | (39) | | |

| Investment in NDT funds | | | — | | | | | | — | | | | | | (516) | | |

| Collection of DPP | | | — | | | | | | — | | | | | | 169 | | |

| Increase in DPP | | | — | | | | | | — | | | | | | 348 | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Balance at December 31, 2021 | | | 981,291 | | | | | | $ | 20,324 | | | | | $ | (123) | | | | | $ | 16,942 | | | | | $ | (2,750) | | | | | $ | 402 | | | | | $ | 34,795 | |

| Changes in equity of noncontrolling interests | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (7) | | | | | | (7) | | |

| Distribution of Constellation (Note 2) | | | — | | | | | | (21) | | | | | | — | | | | | | (13,179) | | | | | | 2,023 | | | | | | (396) | | | | | | (11,573) | | |

| Balance at December 31, 2021 | | | $ | 1,588 | | | | | $ | 9,076 | | | | | $ | 1,691 | | | | | $ | 12,355 | |

| Other | | | 29 | | | | | | 29 | | |

| Other | | | 32 | | | | | | 29 | | |

| Other | | | 80 | | | | | | 59 | | |

| Balance at December 31, 2021 | | | $ | 3,428 | | | | | $ | 1,684 | | | | | | | | | | | $ | 5,112 | |

| Net income | | | — | | | | | | 576 | | | | | | | | | | | | 576 | | |

| Purchased power and fuel from affiliates | | | — | | | | | | — | | | | | | 18 | | |

| Other, net | | | 36 | | | | | | 18 | | | | | | 21 | | |

| Other | | | 17 | | | | | | 25 | | |

| Other | | | 44 | | | | | | 51 | | |

| Other | | | 39 | | | | | | 32 | | |

| Other | | | 97 | | | | | | 91 | | |

| Balance at December 31, 2021 | | | $ | 2,575 | | | | | $ | 1,995 | | | | | | | | | | | $ | 4,570 | | | | | | | | | | | | | |

| Net income | | | — | | | | | | 380 | | | | | | | | | | | | 380 | | | | | | | | | | | | | | |

During the fourth quarter of [removed: 2024,] [added: 2025,] each of the Registrant's management, including its principal executive officer and principal financial officer, evaluated disclosure controls and procedures [removed: related to the recording, processing, summarizing,] [added: (as defined in Exchange Act Rules 13a‑15(e)] and [removed: reporting] [added: 15d‑15(e)) as] of [removed: information in that Registrant’s periodic reports that it files with] the [removed: SEC.][added: end of the period covered by this report, pursuant to Exchange Act Rules 13a‑15(b) and 15d‑15(b).]

Accordingly, as of December 31, [removed: 2024,] [added: 2025,] the principal executive officer and principal financial officer of each of the Registrants concluded that such Registrant’s disclosure controls and procedures were [removed: effective to accomplish its objectives.][added: effective.]

[removed: There] [added: However, there] were no [removed: other] changes in internal control over financial reporting [added: (as defined in Exchange Act Rules 13a‑15(d) and 15d‑15(d))] that occurred during the [removed: year ended December 31, 2024] [added: fourth quarter of 2025] that have materially affected, or are reasonably likely to materially affect, any of the [removed: Registrant's] [added: Registrants'] internal control over financial reporting.

Management is required to assess and report on the effectiveness of its internal control over financial reporting [added: (as defined in Exchange Act Rules 13a‑15(f))] as of December 31, [removed: 2024.][added: 2025.]

As a result of that assessment, management determined that there were no material weaknesses as of December 31, [removed: 2024 and, therefore,] [added: 2025 and therefore] concluded that each Registrant’s internal control over financial reporting was effective.

(Item 307 of Regulation S‑K).

In the first quarter of 2024, ComEd and PECO implemented a new customer care and billing information system replacing the existing system.

ComEd and PECO expect the new system to further automate, enhance and standardize the processes by which they engage with their customers.

As part of this system implementation, ComEd and PECO appropriately considered the impacts to internal controls over financial reporting.

None of our officers or directors, as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934, adopted, modified, or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” as defined in Item 408 of Regulation S-K, during the three months ended December 31, [removed: 2024.][added: 2025.]

[removed: PECO Energy Company, Baltimore Gas and Electric Company, Pepco Holdings LLC, Potomac Electric Power Company, Delmarva Power & Light Company,] [added: PECO, BGE, PHI, Pepco, DPL,] and [removed: Atlantic City Electric Company] [added: ACE] meet the conditions set forth in General Instruction (I)(1)(a) and (b) of Form 10-K for a reduced disclosure format.

BUSINESS—Executive Officers of the Registrants as of February 12, [removed: 2025.][added: 2026.]

The information required under ITEM 10 concerning directors and nominees for election as directors at the annual meeting of shareholders (Item 401 of Regulation S-K), [added: compliance with Section 16(a) of] the [added: Exchange Act (Item 405 of Regulation S-K), the] director nomination process (Item 407(c)(3)), [added: and] the audit committee (Item 407(d)(4) and [removed: (d)(5)),] [added: (d)(5)) is incorporated herein by reference to information to be contained in Exelon’s Proxy Statement for the 2026 Annual Meeting of Shareholders (2026 Exelon Proxy Statement)] and the [removed: beneficial reporting compliance (Sec.][added: ComEd information statement (2026 ComEd Information Statement) to be filed with the SEC on or before April 30, 2026 pursuant to Regulation 14A or 14C, as applicable, under the Securities Exchange Act of 1934.]

Exelon has adopted insider trading policies and procedures governing transactions in securities of the Registrants and their subsidiaries by directors, officers, and employees, or the Registrants themselves, that are reasonably designed to promote compliance with insider trading laws, rules and regulations, and any listing standards applicable to the Registrants.

A copy of the Exelon Insider Trading Policy is filed as Exhibit 19.1 to this Annual Report on Form 10-K.

16(a)) is incorporated herein by reference to information to be contained in Exelon’s Proxy Statement for the 2025 Annual Meeting of Shareholders (2025 Exelon Proxy Statement) and the ComEd information statement (2025 ComEd Information Statement) to be filed with the SEC on or before April 30, 2025 pursuant to Regulation 14A or 14C, as applicable, under the Securities Exchange Act of 1934.

The information required under ITEM 10 concerning insider trading policies and procedures (Item 408(b) of Regulation S-K) is incorporated herein by reference to information to be contained in the 2025 Exelon Proxy Statement.

The [removed: additional] information required by this item will be set forth under [removed: Executive Compensation Data] [added: the sections captioned "Compensation Discussion] and [added: Analysis" and "Talent Management and] Compensation Committee [removed: Report] [added: Report"] in the [removed: 2025] [added: 2026] Exelon Proxy Statement or the [removed: 2025] [added: section captioned "Executive Compensation" in the 2026] ComEd Information Statement, which are incorporated herein by reference.

As described earlier in PART II, ITEM 8.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA: Note 1 — Significant Accounting Policies, the Consolidated Balance Sheets as of December 31, 2023, for Exelon, BGE, PHI, Pepco, and DPL were revised as of December 31, 2023, to correct the accounting for the RPS obligations and the corresponding Prepaid assets.

The error revision required a recovery analysis of incentive-based compensation under the Exelon Financial Restatement Compensation Recoupment Policy (“Recoupment Policy”).

The Recoupment Policy is included as Exhibit 97-1 to this report.

In connection with the revision of the financial statements for the fiscal year ended December 31, 2023, Exelon, BGE, PHI, Pepco, and DPL conducted a recovery analysis and concluded that the revision did not affect the incentive-based compensation received by Exelon’s former and current executive officers covered under the Recoupment Policy (each, a “Covered Executive”) with respect to the 2023 fiscal year.

As a result, Exelon, BGE, PHI, Pepco, and DPL determined that no Covered Executive received any erroneously awarded incentive-based compensation with respect to the 2023 fiscal year.

The additional information required by this item will be set forth under Ownership of Exelon Stock in the [removed: 2025] [added: 2026] Exelon Proxy Statement or the [removed: 2025] [added: 2026] ComEd Information Statement, which are incorporated herein by reference.

| Equity compensation plans approved by security holders | | | [removed: 2,931,752] [added: 3,786,845] | | | | | | $ | — | | | | | [removed: 41,908,566] [added: 37,917,762] | | |

[removed: (1)Balance includes (a) unvested performance shares and] [added: The number in column (A) includes: (i) 586,598] unvested restricted stock units [added: and 2,906,398 unvested performance shares] that were granted under the Exelon LTIP or predecessor company plans (including shares awarded under those plans and deferred into the stock deferral [removed: plan)] [added: plan), both including accrued] and [removed: (b)] [added: reinvested dividends, and (ii) 293,849] deferred stock units granted to directors as part of their compensation.

See Note [removed: 20] [added: 18] — Stock-Based Compensation Plans of the Combined Notes to Consolidated Financial Statements for additional information about the material features of the plans.

(3)Includes [removed: 10,131,387] [added: 9,200,672] shares remaining available for issuance from the employee stock purchase plan.

(1)The equity compensation plans approved by the Company’s shareholders are the Exelon Corporation 2020 Long-Term Incentive Plan and the Exelon Corporation Employee Stock Purchase Plan, as amended and restated effective September 25, 2019.

For reporting purposes, the number of unvested performance shares includes: (i) the 2023-2025 performance share awards at maximum payout, assuming half of the shares are settled in cash and half in Exelon stock; and (ii) the 2024-2026 and 2025-2027 performance share awards at maximum payout, assuming settlement all in Exelon stock, pursuant to the terms of the long-term incentive program.

Performance share awards may be paid between 0% and 200% of target, depending on the achievement of performance goals established for such awards.

The additional information required by this item will be set forth under [removed: Related] [added: the sections captioned "Related] Person [removed: Transactions] [added: Transactions"] and [removed: Director Independence] [added: "Director Independence"] in the [removed: 2025] [added: 2026] Exelon Proxy Statement or the [removed: 2025] [added: sections captioned "Related Person Transactions," "Independence Standards," and "Director Nominees" in the 2026] ComEd Information Statement, which are incorporated herein by reference.

The information required by this item will be set forth under [removed: Ratification] [added: the section captioned "Ratification] of PricewaterhouseCoopers LLP as Exelon’s Independent [removed: Accountant] [added: Auditor] for [removed: 2025] [added: 2026"] in the [removed: 2025] [added: 2026] Exelon Proxy Statement and the [removed: 2025] [added: section captioned "Audit Matters" in the 2026] ComEd Information Statement, which are incorporated herein by reference.

| | | | | | | Report of Independent Registered Public Accounting Firm dated February [removed: 13, 2024] [added: 12, 2026] of PricewaterhouseCoopers LLP (PCAOB ID 238) | | |

| | | | | | | Consolidated Statements of Operations and Comprehensive Income for the Years Ended December 31, [added: 2025,] 2024, [removed: 2023,] and [removed: 2022] [added: 2023] | | |

| | | | | | | Consolidated Statements of Cash Flows for the Years Ended December 31, [added: 2025,] 2024, [removed: 2023,] and [removed: 2022] [added: 2023] | | |

| | | | | | | Consolidated Balance Sheets at December 31, [removed: 2024] [added: 2025] and [removed: 2023] [added: 2024] | | |

| | | | | | | Consolidated Statements of Changes in Equity for the Years Ended December 31, [added: 2025,] 2024, [removed: 2023,] and [removed: 2022] [added: 2023] | | |

| | | | | | | Schedule I—Condensed Financial Information of Parent (Exelon Corporate) at December 31, [removed: 2024] [added: 2025] and [removed: 2023] [added: 2024] and for the Years Ended December 31, [added: 2025,] 2024, [removed: 2023,] and [removed: 2022] [added: 2023] | | |

| | | | | | | Schedule II—Valuation and Qualifying Accounts for the Years Ended December 31, [added: 2025,] 2024, [removed: 2023,] and [removed: 2022] [added: 2023] | | |

| (In millions) | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | |

| Operating and maintenance | | | $ | [removed: 7] [added: 92] | | | | | $ | [removed: 88] [added: 7] | | | | | $ | [removed: 25] [added: 88] | |

| Operating and maintenance from affiliates | | | 8 | | | | | | [removed: 7] [added: 8] | | | | | | [removed: 4] [added: 7] | | |

| Other | | | 1 | | | | | | 1 | | | | | | [removed: 2] [added: 1] | | |

| Total operating expenses | | | [removed: 16] [added: 101] | | | | | | [removed: 96] [added: 16] | | | | | | [removed: 31] [added: 96] | | |

| Operating loss | | | [removed: (16)] [added: (101)] | | | | | | [removed: (96)] [added: (16)] | | | | | | [removed: (31)] [added: (96)] | | |

| Interest expense, net | | | [removed: (593)] [added: (684)] | | | | | | [removed: (544)] [added: (593)] | | | | | | [removed: (413)] [added: (544)] | | |

| Equity in earnings of investments | | | [removed: 2,887] [added: 3,335] | | | | | | [removed: 2,728] [added: 2,887] | | | | | | [removed: 2,450] [added: 2,728] | | |

| Interest income from affiliates, net | | | [removed: 15] [added: 11] | | | | | | [removed: 9] [added: 15] | | | | | | [removed: 5] [added: 9] | | |

| Other, net | | | [removed: 22] [added: 28] | | | | | | [removed: 19] [added: 22] | | | | | | [removed: 22] [added: 19] | | |

| Total other income and (deductions) | | | [removed: 2,331] [added: 2,690] | | | | | | [removed: 2,212] [added: 2,331] | | | | | | [removed: 2,064] [added: 2,212] | | |

| Income from [removed: continuing operations] before income taxes | | | [removed: 2,315] [added: 2,589] | | | | | | [removed: 2,116] [added: 2,315] | | | | | | [removed: 2,033] [added: 2,116] | | |

| Income taxes | | | [removed: (145)] [added: (179)] | | | | | | [removed: (212)] [added: (145)] | | | | | | [removed: (21)] [added: (212)] | | |

| Net income | | | $ | [removed: 2,460] [added: 2,768] | | | | | $ | [removed: 2,328] [added: 2,460] | | | | | $ | [removed: 2,170] [added: 2,328] | |

| [removed: Prior service benefits] [added: Actuarial losses] reclassified to periodic benefit cost | | | [removed: —] [added: 22] | | | | | | [removed: —] [added: 28] | | | | | | [removed: (1)] [added: 26] | | |

| Pension and non-pension postretirement benefit plans valuation adjustments | | | [removed: (70)] [added: (52)] | | | | | | [removed: (109)] [added: (70)] | | | | | | [removed: 46] [added: (109)] | | |

| Unrealized [removed: gain] (loss) [added: gain] on cash flow hedges | | | [removed: 48] [added: (12)] | | | | | | [removed: (5)] [added: 48] | | | | | | [removed: 2] [added: (5)] | | |

| Other comprehensive [removed: income] (loss) [added: income] | | | [removed: 6] [added: (42)] | | | | | | [removed: (88)] [added: 6] | | | | | | [removed: 89] [added: (88)] | | |

| Comprehensive income | | | $ | [removed: 2,466] [added: 2,726] | | | | | $ | [removed: 2,240] [added: 2,466] | | | | | $ | [removed: 2,259] [added: 2,240] | |

| Net cash flows provided by operating activities | | | $ | [removed: 2,022] [added: 1,775] | | | | | $ | [removed: 1,486] [added: 2,022] | | | | | $ | [removed: 1,690] [added: 1,486] | |

| Changes in Exelon intercompany money pool | | | [removed: 8] [added: (33)] | | | | | | [removed: (43)] [added: 8] | | | | | | [removed: 35] [added: (43)] | | |

| Notes receivable from affiliates | | | [removed: — | | | | | | —] [added: 250] | | | | | | [removed: 274] [added: 217] | | |

| Investment in affiliates | | | [removed: (1,568)] [added: (2,055)] | | | | | | [removed: (1,864)] [added: (1,568)] | | | | | | [removed: (4,011)] [added: (1,864)] | | |

| Other investing activities | | | [removed: (2)] [added: (1)] | | | | | | [removed: (1)] [added: (2)] | | | | | | [removed: —] [added: (1)] | | |

| Net cash flows used in investing activities | | | [removed: (1,562)] [added: (2,089)] | | | | | | [removed: (1,908)] [added: (1,562)] | | | | | | [removed: (3,702)] [added: (1,908)] | | |

| Changes in short-term borrowings | | | [removed: (99)] [added: (427)] | | | | | | [removed: 78] [added: (99)] | | | | | | [removed: 448] [added: 78] | | |

| Proceeds from short-term borrowings with maturities greater than 90 days | | | [removed: 150] [added: —] | | | | | | [removed: —] [added: 150] | | | | | | [removed: 1,150] [added: —] | | |

| Repayments on short-term borrowings with maturities greater than 90 days | | | [removed: (150)] [added: (500)] | | | | | | [removed: —] [added: (150)] | | | | | | [removed: (1,300)] [added: —] | | |