Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

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

No ComEd securities are authorized for issuance under equity compensation plans.

Securities Authorized for Issuance under Exelon Equity Compensation Plans


	[A]	[B]		[C]
Plan Category	Number of securities to be issued upon exercise of outstanding Options, warrants and rights (Note 1)	Weighted-average price of outstanding Options, warrants and rights (Note 2)		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column [A]) (Note 3)
Equity compensation plans approved by security holders	3,786,845	$	—	37,917,762

(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. See Note 18 — Stock-Based Compensation Plans of the Combined Notes to Consolidated Financial Statements for additional information about the material features of the plans.

The number in column (A) includes: (i) 586,598 unvested restricted stock units 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 plan), both including accrued and reinvested dividends, and (ii) 293,849 deferred stock units granted to directors as part of their compensation.

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.

(2)There are no outstanding stock options. The weighted-average price reported in column B does not take the performance shares and shares credited to deferred compensation plans into account.

(3)Includes 9,200,672 shares remaining available for issuance from the employee stock purchase plan.

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