ATLANTIC CITY ELECTRIC CO

14. Debt and Credit Agreements (All Registrants)

Short-Term Borrowings

Exelon Corporate, ComEd, and BGE meet their short-term liquidity requirements primarily through the issuance of commercial paper. PECO meets its short-term liquidity requirements primarily through the issuance of commercial paper and borrowings from the Exelon intercompany money pool. Pepco, DPL, and ACE meet their short-term liquidity requirements primarily through the issuance of commercial paper and borrowings from the PHI intercompany money pool. PHI Corporate meets its short-term liquidity requirements primarily through the issuance of short-term notes and borrowings from the Exelon intercompany money pool. The Registrants may use their respective credit facilities for general corporate purposes, including meeting short-term funding requirements and the issuance of letters of credit.

Commercial Paper

The following table reflects the Registrants' commercial paper programs supported by the revolving credit agreements at December 31, 2025 and 2024:

(a)Excludes credit facility agreements arranged at community banks. See below for additional information.

(b)Includes revolving credit agreements at Exelon Corporate with a maximum program size of $900 million as of December 31, 2025 and December 31, 2024. Exelon Corporate hadno outstanding commercial paper as of December 31, 2025 and $426 million outstanding commercial paper as of December 31, 2024.

(d)The standard maximum program size for revolving credit facilities is $300 million each for Pepco, DPL, and ACE based on the credit agreements in place. However, the facilities at Pepco, DPL, and ACE have the ability to flex to $500 million, $500 million, and $350 million, respectively. The borrowing capacity may be increased or decreased during the term of the facility, except that (i) the sum of the borrowing capacity must equal the total amount of the facility, and (ii) the aggregate amount of credit used at any given time by each of Pepco, DPL, or ACE may not exceed $900 million or the maximum amount of short-term debt the company is permitted to have outstanding by its regulatory authorities. The total number of the borrowing reallocations may not exceed eight per year during the term of the facility. This ability was utilized to increase Pepco's program size to $360 million, effective December 11, 2025. As a result, the program size for DPL did not change and ACE was decreased to $240 million, which prevents the aggregate amount of outstanding short-term debt from exceeding the $900 million limit.

In order to maintain their respective commercial paper programs in the amounts indicated above, each Registrant must have credit facilities in place, at least equal to the amount of its commercial paper program. A registrant does not issue commercial paper in an aggregate amount exceeding the then available capacity under its credit facility.

At December 31, 2025, the Registrants had the following aggregate bank commitments, credit facility borrowings, and available capacity under their respective credit facilities:

(a)Excludes credit facility agreements arranged at community banks. See below for additional information.

(b)Includes $900 million aggregate bank commitment related to Exelon Corporate. Exelon Corporate had $3 million outstanding letters of credit as of December 31, 2025. Exelon Corporate had $897 million in available capacity to support additional commercial paper as of December 31, 2025.

The following table reflects the Registrants' credit facility agreements arranged at community banks at December 31, 2025 and 2024. These are excluded from the Maximum Program Size and Aggregate Bank Commitment amounts within the two tables above and the facilities may be used to issue letters of credit.

(a)These facilities were entered into on October 3, 2025 and expire on October 1, 2027. Previously structured as one-year arrangements, the facilities are now two-year terms.

(b)Represents the consolidated amounts of ComEd, PECO, BGE, Pepco, DPL, and ACE.

Revolving Credit Agreements

On August 29, 2024, Exelon Corporate and each of the Utility Registrants amended and restated their respective syndicated revolving credit facility, extending the maturity date to August 29, 2029. The following table reflects the credit agreements:

Borrowings under Exelon’s, ComEd’s, PECO’s, BGE's, Pepco's, DPL's, and ACE's revolving credit agreements bear interest at a rate based upon either the prime rate or a SOFR-based rate, plus an adder based upon the particular Registrant’s credit rating. The adders for the prime based borrowings and SOFR-based borrowings as of December 31, 2025 are presented in the following table:

(a)Includes interest rate adders at Exelon Corporate of 7.5 basis points and 107.5 basis points for prime and SOFR-based borrowings, respectively.

If any Registrant loses its investment grade rating, the maximum adders for prime rate borrowings and SOFR-based rate borrowings would be 65 basis points and 165 basis points, respectively. The credit agreements also require the borrower to pay a facility fee based upon the aggregate commitments. The fee varies depending upon the respective credit ratings of the borrower. Exelon Corporate and the Utility Registrants hadno outstanding amounts on the revolving credit facilities as of December 31, 2025.

Short-Term Loan Agreements

On March 23, 2017, Exelon Corporate entered into a term loan agreement for $500 million. The loan agreement was renewed in the first quarter of 2024 and was bifurcated into two tranches of $350 million and $150 million on March 14, 2024. The loan agreements were renewed in the first quarter of 2025, extending the expiration date to March 13, 2026 with a variable interest rate equal to SOFR plus 1.00%. Exelon Corporate repaid the term loan on December 5, 2025.

Variable Rate Demand Bonds

DPL has outstanding obligations in respect of Variable Rate Demand Bonds (VRDB). VRDBs are subject to repayment on the demand of the holders and, for this reason, are accounted for as short-term debt in accordance with GAAP. However, these bonds may be converted to a fixed-rate, fixed-term option to establish a maturity which corresponds to the date of final maturity of the bonds. On this basis, PHI views VRDBs as a source of long-term financing. As of December 31, 2025 and December 31, 2024, $46 million and $46 million in variable rate demand bonds issued by DPL were outstanding and are included in the Long-term debt due within one year in Exelon's, PHI's, and DPL's Consolidated Balance Sheets.

Long-Term Debt

The following tables present the outstanding long-term debt at the Registrants at December 31, 2025 and 2024:

Exelon

(a)Substantially all of ComEd’s assets other than expressly excluded property and substantially all of PECO’s, Pepco's, DPL's, and ACE's assets are subject to the liens of their respective mortgage indentures.

(b)Amounts owed to these financing trusts are recorded as Long-term debt to financing trusts within Exelon’s Consolidated Balance Sheets.

ComEd

(a)Substantially all of ComEd’s assets, other than expressly excluded property, are subject to the lien of its mortgage indenture.

(b)Amount owed to this financing trust is recorded as Long-term debt to financing trust within ComEd’s Consolidated Balance Sheets.

PECO

(a)Substantially all of PECO’s assets are subject to the lien of its mortgage indenture.

(b)Amounts owed to this financing trust are recorded as Long-term debt to financing trusts within PECO’s Consolidated Balance Sheets.

BGE

PHI

(a)Substantially all of Pepco's, DPL's, and ACE's assets are subject to the liens of their respective mortgage indentures.

Pepco

(a)Substantially all of Pepco's assets are subject to the lien of its mortgage indenture.

DPL

(a)Substantially all of DPL's assets are subject to the lien of its mortgage indenture.

ACE

(a)Substantially all of ACE's assets are subject to the lien of its mortgage indenture.

Long-term debt maturities at the Registrants in the periods 2026 through 2030 and thereafter are as follows:

(a)Includes $390 million due to ComEd and PECO financing trusts.

(b)Includes $206 million due to ComEd financing trust.

(c)Includes $184 million due to PECO financing trusts.

Convertible Senior Notes

On December 4, 2025, Exelon Corporation issued $1 billion aggregate principal amount of 3.25% Convertible Senior Notes due 2029 (Convertible Senior Notes). The Convertible Senior Notes are reflected as Long-term debt on Exelon’s Consolidated Balance Sheet.

The Convertible Senior Notes are senior, unsecured notes that bear interest at a fixed rate of 3.25% per year, payable semiannually in arrears on March 15 and September 15 of each year, beginning on September 15, 2026. The Convertible Senior Notes will mature on March 15, 2029, unless earlier converted or repurchased in accordance with their terms.

Under the following circumstances, holders may convert the Convertible Senior Notes at their option prior to the close of business on the business day preceding December 15, 2028:

•during any calendar quarter beginning after the quarter ending on March 31, 2026, if the last reported sale price of Exelon’s common stock for at least 20 trading days (whether consecutive or not) during the period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal the stock was trading at greater than or equal to 130% of the conversion price on each applicable trading day as determined by Exelon;

•during thefive business day period after anyten consecutive trading day period (measurement period) in which the applicable trading price per $1,000 principal amount of notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of the common stock and the conversion rate on each such trading day;

•upon the occurrence of certain corporate events specified in the respective supplemental indentures governing the Convertible Senior Notes.

On or after December 15, 2028, a holder may convert for all, or any portion of its Convertible Senior Notes at any time prior to the close of business on the business day immediately preceding the applicable maturity date regardless of the foregoing conditions.

Exelon will settle conversions of the Convertible Senior Notes by paying cash up to the aggregate principal amount to be converted and paying or delivering, as the case may be, cash, shares of common stock, or a combination of cash and shares of common stock, at Exelon’s discretion, in respect of the remainder, if any, of Exelon's conversion obligation in excess of the aggregate principal amount of the Convertible Senior Notes being converted. The Convertible Senior Notes are initially convertible at 17.5093 shares per $1,000 principal amount, which is equivalent to an initial conversion price of approximately $57.11 per share of common stock. The initial conversion price of the Convertible Senior Notes represents a premium of approximately 25% over the last reported sale price of Exelon’s common stock on the Nasdaq Global Select Market on December 1, 2025. These conversions will be subject to adjustment upon the occurrence of certain specified events but will not be adjusted for accrued and unpaid interest. In addition, upon the occurrence of a make-whole fundamental change (as defined in the indenture) Exelon will, in certain circumstances, increase the applicable conversion rate by a number of additional shares of common stock for conversions in connection with the make-whole fundamental change.

EPS Impact

Diluted earnings per common shares will also reflect the dilutive effect of potential common shares from share-based awards and convertible notes. The dilutive effect of the Convertible Senior Notes is computed using the if-converted method. For the year ended December 31, 2025, no incremental shares were assumed converted or included in the diluted earnings per common share. resulting from the Convertible Senior Notes.

Debt Extinguishment

During the twelve months ended December 31, 2024, Exelon repurchased a portion of its Senior unsecured notes with a principal balance of $244 million outstanding in exchange for cash of $215 million. The repurchase was accounted for as a debt extinguishment and resulted in a pre-tax gain of $28 million, which is reflected on Exelon's Consolidated Statement of Operations and Comprehensive income within Interest expense, net.

Reoffering of Tax-Exempt Bonds

On July 1, 2025, DPL completed the reoffering of $78.4 million aggregate principal amount of its Delaware Economic Development Authority’s Gas Facilities Refunding Revenue Bonds (Delmarva Power & Light Company Project) 2020 Series A (Non-AMT) (the Bonds). In connection with the reoffering of the Bonds, the interest rate was modified to 3.60% per annum, and the maturity date was modified to January 1, 2031. DPL did not directly receive any proceeds from the reoffering.

Debt Covenants

As of December 31, 2025, the Registrants are in compliance with debt covenants.