EXELON CORP

This summary highlights selected information contained in this Proxy Statement, but it does not contain all the information you should consider. We urge you to read the whole Proxy Statement before you vote. You should also review Exelon’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

Meeting Logistics

Details for attending the Annual Meeting are below. Please act as soon as possible to vote your shares, even if you plan to participate in the annual meeting online. You are entitled to vote at the meeting if you were a holder of record of shares of Exelon common stock as of the close of business on March 3, 2025, the record date.

Voting instructions are below. Refer to the Additional Information section beginning on page 79 and the Frequently Asked Questions section beginning on page 82 for more information on how to vote your shares and other important Annual Meeting information.

Proposal Highlights

Your vote is requested to elect the nine nominees for the Board of Directors, all of whom currently serve as Directors. Every member of our Board is elected annually. Each nominee is a proven leader who has demonstrated a commitment to upholding Exelon’s core values, and together, this talented slate of nominees will provide exceptional oversight and leadership in the year ahead.

(1)Measured as of the date of the Annual Meeting, April 29, 2025.

Proxy Summary & Roadmap

Our Director Nominees

Our Director nominees represent a broad mix of skills, experiences, and perspectives, which we believe enables them to provide valuable strategic advice to Exelon’s management and to effectively oversee the business and long-term interests of shareholders. In the past three years, the Board has added five new independent Directors, bringing fresh insights and perspectives, additional industry experience and further demographic diversity to the Board. Most recently, with the addition of Mr. DeWalt, the Board has deepened its expertise in cybersecurity, physical security, technology and privacy. Our Director nominees feature particularly deep utility and energy industry expertise, evidenced by Messrs. Butler’s and Bowers’s combined 50+ years of leadership experience in the utilities industry, Mr. Rogers’s 25-year career as a consultant for electric and gas utilities and energy companies, and Ms. Lillie’s 13 years of service on the board of PECO (an Exelon utility). Together with Mses. Richo’s and Jojo’s extensive leadership experience in other regulated industries, Ms. Rodgers Cheshire’s brand management know-how, and Mr. Segedi’s public accounting expertise, the Board believes these Director nominees present a balanced, capable Board with the appropriate skills and experiences to lead Exelon.

For more information about Exelon’s Director nominees and governance practices, see the disclosures beginning on page 15.

(1)Measured as of the date of the Annual Meeting, April 29, 2025.

(2)Audit and Risk Committee (ARC); Corporate Governance Committee (CGC); Talent Management and Compensation Committee (TMCC); and Operations, Safety, and Customer Experience Committee (OSCC). Each Director’s committee assignments are as of April 29, 2025 and assumes the re-election of such Director. Mr. Young, the current Chair of the CGC, is not standing for re-election. If re-elected, Ms. Jojo will assume the role of Chair of the CGC.

Proxy Summary & Roadmap

PwC has served as the Company’s independent auditor since the Company’s formation in 2000. PwC has become deeply familiar with the Company’s operations and businesses, accounting policies and practices, and internal controls over financial reporting. The ARC believes this experience and expertise is valuable to the Company and its shareholders. For more information, see the disclosures beginning on page 38.

The Compensation Disclosure and Analysis portion of this proxy statement discusses Exelon’s 2024 compensation for our NEOs:

Our compensation program is largely performance-based and is driven by rigorous goals. We believe our compensation program provides the appropriate mix of fixed and at-risk compensation. The short- and long-term performance-based compensation program ties executive pay to Company performance, rewards achievement of financial and operational goals, is aligned with shareholder interests and remains competitive with our industry peers. For more information, see the disclosures beginning onpage 43.