ATLANTIC CITY ELECTRIC CO

Note 17 — Shareholders' Equity

17. Shareholders' Equity (All Registrants)

At-the-Market Program (Exelon)

On August 4, 2022, Exelon executed an equity distribution agreement (“2022 Equity Distribution Agreement”), with certain sales agents and forward sellers and certain forward purchasers, establishing an ATM equity distribution program under which it may offer and sell shares of its Common stock, having an aggregate gross sales price of up to $1 billion through August 3, 2025. On May 2, 2025, Exelon executed an additional equity distribution agreement ("2025 Equity Distribution Agreement" and, together with the August 4, 2022 Equity Distribution Agreement, "Equity Distribution Agreements"), with certain sales agents and forward sellers and certain forward purchasers, establishing an ATM equity distribution program which it may offer and sell shares of its Common stock, having an aggregate gross sales price of up to $2.5 billion through May 2, 2028. The 2025 Equity Distribution Agreement replaced the 2022 Equity Distribution Agreement. Exelon has no obligation to offer or sell any shares of Common stock under the 2025 Equity Distribution Agreement and may, at any time, suspend or terminate offers and sales under the 2025 Equity Distribution Agreement. Exelon issued the following shares of Common stock in the years ended December 31, 2025, 2024, and 2023:

(a)The 2025 weighted-average price is a net weighted-average price. The 2024 and 2023 weighted-average prices are the gross weighted-average prices as previously disclosed in the 2024 Form 10-K. The 2024 and 2023 weighted-average net prices are $37.04 and $38.99, respectively.

(b)Proceeds were used for general corporate purposes.

(c)In Q4 2025, Exelon settled the entire forward sale agreements with a December 15, 2025 maturity date that had been entered into by various forward sellers under the ATM program as outlined below.

In addition, during the twelve months ended December 31, 2025, Exelon entered into various forward sale agreements under the 2025 ATM programs. The forward sale agreements require Exelon to, at its election prior to the maturity date, either (i) physically settle the transactions by issuing shares of its Common stock to the forward counterparties in exchange for net proceeds at the then-applicable forward sale price specified by the agreements or (ii) net settle the transactions in whole or in part through the delivery to the forward counterparties or receipt from the forward counterparties of cash or shares in accordance with the provisions of the agreements. The following forward sale agreements were entered into under Exelon’s ATM programs in 2025:

No amounts have been or will be recorded on Exelon's balance sheet with respect to the equity offerings until the equity forward sale agreements have been settled. Each initial forward sale price is subject to adjustment on a daily basis based on a floating interest rate factor and will decrease by other fixed amounts specified in the agreements. Until settlement of the equity forward, earnings per share dilution resulting from the agreement, if any, will be determined under the treasury stock method. For the twelve months ended December 31, 2025, approximately 15.4 million shares under the forward sale agreements were not included in the calculation of diluted earnings per share because their effect would have been antidilutive.

Inclusive of the impact of the forward sale agreements, $1.5 billion of Common stock remained available for sale pursuant to the ATM program as of December 31, 2025.

Note 17 — Shareholders' Equity

ComEd Common Stock Warrants

The following table presents warrants outstanding to purchase ComEd common stock and shares of common stock reserved for the conversion of warrants. The warrants entitle the holders to convert such warrants into common stock of ComEd at a conversion rate of one share of common stock for three warrants.

Share Repurchases

There currently isno Exelon Board of Director authority to repurchase shares. Any previous shares repurchased are held as treasury shares, at cost, unless cancelled or reissued at the discretion of Exelon’s management.

Preferred and Preference Securities

The following table presents Exelon, ComEd, PECO, BGE, Pepco, and ACE's shares of preferred securities authorized, none of which were outstanding, as of December 31, 2025 and 2024. There areno shares of preferred securities authorized for DPL.

(a)Includes 799,979 shares of cumulative preferred stock and 2,000,000 ofno par value preferred stock as of December 31, 2025 and 2024.

The following table presents ComEd, BGE, and ACE's preference securities authorized, none of which were outstanding as of December 31, 2025 and 2024. There areno shares of preference securities authorized for Exelon, PECO, Pepco, and DPL.

(a)Includes 4,600,000 shares of unclassified preference securities and 1,900,000 shares of previously redeemed preference securities as of December 31, 2025 and 2024.