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ATLANTIC CITY ELECTRIC CO

For the period ended Dec 31, 2025. Filed Feb 12, 2026.

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About this filing

A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2025 · Filed Feb 12, 2026

EXC$45.53-0.3%Stored close · as of Nov 10, 2026

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Contents

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

ITEM 15.EXHIBITS, FINANCIAL STATEMENT SCHEDULES

(a)The following documents are filed as a part of this report:

(1) Exelon

(i)Financial Statements (Item 8):
Report of Independent Registered Public Accounting Firm dated February 12, 2026 of PricewaterhouseCoopers LLP (PCAOB ID 238)
Consolidated Statements of Operations and Comprehensive Income for the Years Ended December 31, 2025, 2024, and 2023
Notes to Consolidated Financial Statements
(ii)Financial Statement Schedules:
Schedule I—Condensed Financial Information of Parent (Exelon Corporate) at December 31, 2025 and 2024 and for the Years Ended December 31, 2025, 2024, and 2023
Schedules not included are omitted because of the absence of conditions under which they are required or because the required information is provided in the consolidated financial statements, including the notes thereto.

Condensed Statements of Operations and Other Comprehensive Income

For the Years Ended December 31,
(In millions)202520242023
Operating expenses
Operating and maintenance$92$7$88
Operating and maintenance from affiliates887
Other111
Total operating expenses1011696
Operating loss(101)(16)(96)
Other income and (deductions)
Interest expense, net(684)(593)(544)
Equity in earnings of investments3,3352,8872,728
Interest income from affiliates, net11159
Other, net282219
Total other income and (deductions)2,6902,3312,212
Income from before income taxes2,5892,3152,116
Income taxes(179)(145)(212)
Net income$2,768$2,460$2,328
Other comprehensive income (loss), net of income taxes
Pension and non-pension postretirement benefit plans:
Actuarial losses reclassified to periodic benefit cost222826
Pension and non-pension postretirement benefit plans valuation adjustments(52)(70)(109)
Unrealized (loss) gain on cash flow hedges(12)48(5)
Other comprehensive (loss) income(42)6(88)
Comprehensive income$2,726$2,466$2,240

Condensed Statements of Cash Flows

For the Years Ended December 31,
(In millions)202520242023
Net cash flows provided by operating activities$1,775$2,022$1,486
Cash flows from investing activities
Changes in Exelon intercompany money pool(33)8(43)
Investment in affiliates(2,055)(1,568)(1,864)
Other investing activities(1)(2)(1)
Net cash flows used in investing activities(2,089)(1,562)(1,908)
Cash flows from financing activities
Changes in short-term borrowings(427)(99)78
Proceeds from short-term borrowings with maturities greater than 90 days—150—
Repayments on short-term borrowings with maturities greater than 90 days(500)(150)—
Issuance of long-term debt3,0001,7002,500
Retirement of long-term debt(810)(715)(850)
Issuance of common stock691148140
Dividends paid on common stock(1,615)(1,523)(1,433)
Proceeds from employee stock plans354341
Other financing activities(40)(36)(39)
Net cash flows provided by (used in) financing activities334(482)437
Increase (decrease) in cash, restricted cash, and cash equivalents20(22)15
Cash, restricted cash, and cash equivalents at beginning of period42611
Cash, restricted cash, and cash equivalents at end of period$24$4$26

Condensed Balance Sheets

December 31,
(In millions)20252024
ASSETS
Current assets
Cash and cash equivalents$24$4
Accounts receivable, net
Other accounts receivable622288
Accounts receivable from affiliates1019
Notes receivable from affiliates250217
Regulatory assets165186
Other719
Total current assets1,078733
Property, plant, and equipment, net4545
Deferred debits and other assets
Regulatory assets2,9252,851
Investments in affiliates43,67040,741
Deferred income taxes546747
Non-pension postretirement benefit asset128186
Other136149
Total deferred debits and other assets47,40544,674
Total assets$48,528$45,452

Condensed Balance Sheets

December 31,
(In millions)20252024
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
Short-term borrowings$—$927
Long-term debt due within one year750807
Accounts payable177142
Accrued expenses188155
Payables to affiliates361360
Regulatory liabilities811
Pension obligations3640
Other463
Total current liabilities1,5662,445
Long-term debt13,54711,334
Deferred credits and other liabilities
Regulatory liabilities8994
Pension obligations4,3984,346
Deferred income taxes5350
Other77262
Total deferred credits and other liabilities4,6174,752
Total liabilities19,73018,531
Commitments and contingencies
Shareholders’ equity
Common stock (No par value, 2,000 shares authorized, 1,023 shares and 1,005 shares outstanding as of December 31, 2025 and 2024, respectively)22,10621,338
Treasury stock, at cost (2 shares as of December 31, 2025 and 2024)(123)(123)
Retained earnings7,5776,426
Accumulated other comprehensive loss, net(762)(720)
Total shareholders’ equity28,79826,921
Total liabilities and shareholders’ equity$48,528$45,452
  1. Basis of Presentation

Exelon Corporate is a holding company that conducts substantially all of its business operations through its subsidiaries. These condensed financial statements and related footnotes have been prepared in accordance with Rule 12-04, Schedule I of Regulation S-X. These statements should be read in conjunction with the consolidated financial statements, and notes thereto, of Exelon Corporation.

As of December 31, 2025, 2024, and 2023, Exelon Corporate owned 100% of all of its significant subsidiaries, either directly or indirectly, except for Commonwealth Edison Company (ComEd), of which Exelon Corporate owns more than 99%.

  1. Regulatory Matters and Retirement Benefits

See Note 2—Regulatory Matters and Note 12—Retirement Benefits of the Combined Notes to Consolidated Financial Statements for Exelon Corporate’s regulatory assets and retirement benefits.

  1. Derivative Financial Instruments

See Note 13—Derivative Financial Instruments of the Combined Notes to Consolidated Financial Statements for Exelon Corporate’s derivatives.

  1. Debt and Credit Agreements

Short-Term Borrowings

Exelon Corporate meets its short-term liquidity requirements primarily through the issuance of commercial paper. Exelon Corporate hadno outstanding commercial paper borrowings as of December 31, 2025 and $426 million outstanding commercial paper as of December 31, 2024.

Revolving Credit Agreements

On August 29, 2024, Exelon Corporate entered into a revolving credit facility with an aggregate bank commitment of $900 million at a variable interest rate of SOFR plus 1.075%, which replaced its existing $900 million syndicated revolving credit facility, and extended the maturity date to August 29, 2029.

As of December 31, 2025, Exelon Corporate had a $900 million aggregate bank commitment under its existing syndicated revolving facility in which $897 million was available to support additional commercial paper as of December 31, 2025. Exelon Corporate had $3 million outstanding letters of credit as of December 31, 2025. See Note 14 — Debt and Credit Agreements of the Combined Notes to Consolidated Financial Statements for additional information regarding Exelon Corporate’s credit agreement.

Exelon Corporate 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.

Convertible Senior Notes

On December 4, 2025, Exelon Corporation issued $1 billion aggregate principal amount of 3.25% Convertible Senior Notes due 2029. The Convertible Senior Notes bear interest at 3.25% per year, payable semiannually, and mature on March 15, 2029. The Convertible Notes are convertible into cash or a combination of cash and shares of common stock at Exelon's discretion, with an initial conversion price of approximately $57.11 per share. See Note 14 — Debt and Credit Agreements of the Combined Notes to Consolidated Financial Statements for additional information on the Convertible Senior Notes.

Debt Extinguishment

During the twelve months ended December 31, 2024, Exelon Corporate 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 Corporate's Condensed Statement of Operations and Comprehensive income within Interest expense, net.

Long-Term Debt

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

MaturityDate · December 31,
Rates · 2025 · 2024
Long-term debt
Senior unsecured notes2.75%-7.60%2026 - 2055$13,288$12,095
Junior subordinated notes6.50%20551,000—
Total long-term debt14,28812,095
Unamortized debt discount and premium, net(24)(24)
Unamortized debt issuance costs(96)(71)
Fair value adjustment129141
Long-term debt due within one year(a)(750)(807)
Long-term debt$13,547$11,334

The long-term debt maturities for Exelon Corporate for the periods 2026 through 2030 and thereafter are as follows:

2026$750
2027650
20281,000
20291,650
20301,250
Thereafter8,988
Total long-term debt$14,288
  1. Commitments and Contingencies

See Note 16—Commitments and Contingencies of the Combined Notes to Consolidated Financial Statements for Exelon Corporate’s commitments and contingencies.

  1. Related Party Transactions

The financial statements of Exelon Corporate include related party transactions as presented in the tables below:

For the Years Ended December 31,
(In millions)202520242023
Operating and maintenance from affiliates:
BSC(a)$8$8$7
Total operating and maintenance from affiliates:$8$8$7
Interest income (expense) from affiliates, net:
BSC$8$11$6
EEDC(b)343
Total interest income from affiliates, net:$11$15$9
Equity in earnings (losses) of investments:
EEDC(b)$3,339$2,886$2,727
PCI332
Connectiv, LLC(1)(2)—
Exelon Enterprises1—1
Exelon InQB8R——(2)
Exelon Transmission Company(6)——
Other(1)——
Total equity in earnings of investments:$3,335$2,887$2,728
Cash contributions received from affiliates$2,464$2,250$1,978
At December 31,
(in millions)20252024
Accounts receivable from affiliates (current):
BSC$2$2
ComEd15
PECO—3
BGE—2
PHISCO77
Total accounts receivable from affiliates (current):$10$19
Notes receivable from affiliates (current):
BSC(a)$170$154
PHI8063
Total notes receivable from affiliates (current):$250$217
Investments in affiliates:
BSC(a)$384$384
EEDC(b)42,84739,905
PCI6057
UII360365
Voluntary Employee Beneficiary Association trust5—
Exelon Enterprises54
Conectiv1314
Exelon InQB8R—13
Other(4)(1)
Total investments in affiliates:$43,670$40,741
Accounts payable to affiliates (current):
UII$361$360
BSC(a)——
Total accounts payable to affiliates (current):$361$360

(a)Exelon Corporate receives a variety of corporate support services from BSC, including legal, human resources, financial, information technology, and supply management services. All services are provided at cost, including applicable overhead.

(b)EEDC consists of ComEd, PECO, BGE, PHI, Pepco, DPL, and ACE.

Charitable Contributions

In December 2025, Exelon Corporation made an unconditional promise to give $30 million to the Exelon Foundation. The contribution was recorded in Operating and maintenance expense within the Condensed Statements of Operations and Comprehensive Income with the offset in Other current liabilities on the Condensed Balance Sheets.

Column A · Column B · Column C · Column D · Column E
Additions and adjustments
DescriptionBalance atBeginningof PeriodCharged toCosts andExpensesChargedto OtherAccountsDeductionsBalance atEndof Period
(In millions)
Allowance for credit losses(a)$513$290(b)$23$297(c)$529
Deferred tax valuation allowance120—20—140
Allowance for credit losses(a)$399$271(b)$22$179(c)$513
Deferred tax valuation allowance114—6—120
Allowance for credit losses(a)$409$171(b)$20$201(c)$399
Deferred tax valuation allowance94—20—114

(a)Excludes the noncurrent Allowance for credit losses related to PECO’s installment plan receivables of $13 million, $13 million, and $6 million for the years ended December 31, 2025, 2024, and 2023, respectively.

(b)The amount charged to costs and expenses includes the amount reclassified to Regulatory assets/liabilities under different mechanisms applicable to the different jurisdictions in which the Utility Registrants operate.

(c)Primarily reflects write-offs, net of recoveries, of individual accounts receivable.

(2) ComEd

(i)Financial Statements (Item 8):
Report of Independent Registered Public Accounting Firm dated February 12, 2026 of PricewaterhouseCoopers LLP (PCAOB ID 238)
Consolidated Statements of Operations and Comprehensive Income for the Years Ended December 31, 2025, 2024, and 2023
Consolidated Statements of Changes in Shareholders’ Equity for the Years Ended December 31, 2025, 2024, and 2023
Notes to Consolidated Financial Statements
(ii)Financial Statement Schedule:
Schedules not included are omitted because of the absence of conditions under which they are required or because the required information is provided in the consolidated financial statements, including the notes thereto
Column A · Column B · Column C · Column D · Column E
Additions and adjustments
DescriptionBalance atBeginningof PeriodCharged toCosts andExpensesChargedto OtherAccountsDeductionsBalance atEndof Period
(In millions)
Allowance for credit losses$143$80(a)$20$105(b)$138
Allowance for credit losses$86$71(a)$28$42(b)$143
Allowance for credit losses$76$45(a)$13$48(b)$86

(a)ComEd is allowed to recover from or refund to customers the difference between its annual credit loss expense and the amounts collected in rates annually through a rider mechanism. The amount charged to costs and expenses includes the amount that was reclassified to Regulatory assets/liabilities under such mechanism. See Note 2 – Regulatory Matters of the Combined Notes to Consolidated Financial Statements for additional information.

(3) PECO

(i)Financial Statements (Item 8):
Report of Independent Registered Public Accounting Firm dated February 12, 2026 of PricewaterhouseCoopers LLP (PCAOB ID 238)
Consolidated Statements of Operations and Comprehensive Income for the Years Ended December 31, 2025, 2024, and 2023
Consolidated Statements of Changes in Shareholder's Equity for the Years Ended December 31, 2025, 2024, and 2023
Notes to Consolidated Financial Statements
(ii)Financial Statement Schedule:
Schedules not included are omitted because of the absence of conditions under which they are required or because the required information is provided in the consolidated financial statements, including the notes thereto
Column A · Column B · Column C · Column D · Column E
Additions and adjustments
DescriptionBalance atBeginningof PeriodCharged toCosts andExpensesChargedto OtherAccountsDeductionsBalance atEndof Period
(In millions)
Allowance for credit losses(a)$151$98$7$101(c)$155
Deferred tax valuation allowance6———6
Allowance for credit losses(a)$103$88$(1)$39(c)$151
Deferred tax valuation allowance7—(1)—6
Allowance for credit losses(a)$114$43(b)$9$63(c)$103
Deferred tax valuation allowance7———7

(a)Excludes the noncurrent Allowance for credit losses related to PECO’s installment plan receivables of $13 million, $13 million, and $6 million for the years ended December 31, 2025, 2024, and 2023, respectively.

(b)The amount charged to costs and expenses includes the amount that was reclassified to the COVID-19 regulatory asset. See Note 2 – Regulatory Matters of the Combined Notes to Consolidated Financial Statements for additional information.

(c)Write-offs, net of recoveries of individual accounts receivable.

(4) BGE

(i)Financial Statements (Item 8):
Report of Independent Registered Public Accounting Firm dated February 12, 2026 of PricewaterhouseCoopers LLP (PCAOB ID 238)
Notes to Financial Statements
(ii)Financial Statement Schedule:
Schedules not included are omitted because of the absence of conditions under which they are required or because the required information is provided in the consolidated financial statements, including the notes thereto
Column A · Column B · Column C · Column D · Column E
Additions and adjustments
DescriptionBalance atBeginningof PeriodCharged toCosts andExpensesChargedto OtherAccountsDeductionsBalance atEndof Period
(In millions)
Allowance for credit losses$62$44(a)$(3)$31(b)$72
Deferred tax valuation allowance3———3
Allowance for credit losses$53$39(a)$4$34(b)$62
Deferred tax valuation allowance3———3
Allowance for credit losses$64$26(a)$5$42(b)$53
Deferred tax valuation allowance3———3

(a)The amount charged to costs and expenses includes the amount that was reclassified to Regulatory assets/liabilities under different mechanisms as approved by the MDPSC.

(5) PHI

(i)Financial Statements (Item 8):
Report of Independent Registered Public Accounting Firm dated February 12, 2026 of PricewaterhouseCoopers LLP (PCAOB ID 238)
Consolidated Statements of Operations and Comprehensive Income for the Years Ended December 31, 2025, 2024, and 2023
Notes to Consolidated Financial Statements
(ii)Financial Statement Schedule:
Schedules not included are omitted because of the absence of conditions under which they are required or because the required information is provided in the consolidated financial statements, including the notes thereto
Column A · Column B · Column C · Column D · Column E
Additions and adjustments
DescriptionBalance atBeginningof PeriodCharged toCosts andExpensesChargedto OtherAccountsDeductionsBalance atEndof Period
(In millions)
Allowance for credit losses$157$68(a)$(1)$60(b)$164
Deferred tax valuation allowance32———32
Allowance for credit losses$157$73(a)$(9)$64(b)$157
Deferred tax valuation allowance35—(3)—32
Allowance for credit losses$155$57(a)$(7)$48(b)$157
Deferred tax valuation allowance35———35

(a)The amount charged to costs and expenses includes the amount that was reclassified to Regulatory assets/liabilities under different mechanisms applicable to the different jurisdictions Pepco, DPL, and ACE operate in.

(6) Pepco

(i)Financial Statements (Item 8):
Report of Independent Registered Public Accounting Firm dated February 12, 2026 of PricewaterhouseCoopers LLP (PCAOB ID 238)
Notes to Financial Statements
(ii)Financial Statement Schedule:
Schedules not included are omitted because of the absence of conditions under which they are required or because the required information is provided in the consolidated financial statements, including the notes thereto
Column A · Column B · Column C · Column D · Column E
Additions and adjustments
DescriptionBalance atBeginningof PeriodCharged toCosts andExpensesChargedto OtherAccountsDeductionsBalance atEndof Period
(In millions)
Allowance for credit losses$86$42(a)$(2)$31(b)$95
Allowance for credit losses$80$48(a)$(10)$32(b)$86
Allowance for credit losses$72$31(a)$(5)$18(b)$80

(a)The amount charged to costs and expenses includes the amount that was reclassified to Regulatory assets/liabilities under different mechanisms as approved by the DCPSC and MDPSC.

(7) DPL

(i)Financial Statements (Item 8):
Report of Independent Registered Public Accounting Firm dated February 12, 2026 of PricewaterhouseCoopers LLP (PCAOB ID 238)
Notes to Financial Statements
(ii)Financial Statement Schedule:
Schedules not included are omitted because of the absence of conditions under which they are required or because the required information is provided in the consolidated financial statements, including the notes thereto
Column A · Column B · Column C · Column D · Column E
Additions and adjustments
DescriptionBalance atBeginningof PeriodCharged toCosts andExpensesChargedto OtherAccountsDeductionsBalance atEndof Period
(In millions)
Allowance for credit losses$26$17(a)$—$14(b)$29
Deferred tax valuation allowance29———29
Allowance for credit losses$27$11(a)$—$12(b)$26
Deferred tax valuation allowance32—(3)—29
Allowance for credit losses$28$10(a)$—$11(b)$27
Deferred tax valuation allowance32———32

(a)The amount charged to costs and expenses includes the amount that was reclassified to Regulatory assets/liabilities under different mechanisms as approved by the DEPSC and MDPSC.

(8) ACE

(i)Financial Statements (Item 8):
Report of Independent Registered Public Accounting Firm dated February 12, 2026 of PricewaterhouseCoopers LLP (PCAOB ID 238)
Consolidated Statements of Operations and Comprehensive Income for the Years Ended December 31, 2025, 2024, and 2023
Consolidated Statements of Changes in Shareholder's Equity for the Years Ended December 31, 2025, 2024, and 2023
Notes to Consolidated Financial Statements
(ii)Financial Statement Schedule:
Schedules not included are omitted because of the absence of conditions under which they are required or because the required information is provided in the consolidated financial statements, including the notes thereto
Column A · Column B · Column C · Column D · Column E
Additions and adjustments
DescriptionBalance atBeginningof PeriodCharged toCosts andExpensesChargedto OtherAccountsDeductionsBalance atEndof Period
(In millions)
Allowance for credit losses$45$9(a)$1$15(b)$40
Allowance for credit losses$50$14(a)1$20(b)$45
Allowance for credit losses$55$16(a)$(2)$19(b)$50

(a)ACE is allowed to recover from or refund to customers the difference between its annual credit loss expense and the amounts collected in rates annually through the Societal Benefits Charge. The amount charged to costs and expenses includes the amount that was reclassified to Regulatory assets/liabilities under such mechanism. See Note 2 – Regulatory Matters of the Combined Notes to Consolidated Financial Statements for additional information.

Exhibits required by Item 601 of Regulation S-K:

Certain of the following exhibits are incorporated herein by reference under Rule 12b-32 of the Securities and Exchange Act of 1934, as amended. Certain other instruments which would otherwise be required to be listed below have not been so listed because such instruments do not authorize securities in an amount which exceeds 10% of the total assets of the applicable registrant and its subsidiaries on a consolidated basis and the relevant registrant agrees to furnish a copy of any such instrument to the Commission upon request.

(2) Plans of acquisition, reorganization, arrangement, liquidation, or succession

Exhibit No.DescriptionLocation
2-1Separation Agreement, dated January 31, 2022, between Exelon Corporation and Constellation Energy CorporationFile No. 001-16169, Form 8K dated February 2, 2022, Exhibit 2.1

(3) Articles of Incorporation and Bylaws

Exhibit No.DescriptionLocation
3-1Amended and Restated Articles of Incorporation of Exelon Corporation, as amended April 30, 2024File No. 001-16169, Form 10-Q dated August 1, 2024, Exhibit 3.1
3-2Amended and Restated Bylaws of Exelon Corporation, as amended on April 30, 2024File No. 001-16169, Form 10-Q dated August 1, 2024, Exhibit 3.2
Exhibit No.DescriptionLocation
3-3Articles of Restatement to the Charter of Baltimore Gas and Electric Company, restated as of August 16, 1996File No. 001-01910, Form 10-Q dated November 14, 1996, Exhibit 3
3-4Articles of Amendment to the Charter of Baltimore Gas and Electric Company as of February 2, 2010File No. 001-01910, Form 8-K dated February 4, 2010, Exhibit 3.1
3-5Amended and Restated Bylaws of Baltimore Gas and Electric Company dated August 3, 2020File No. 001-01910, Form 10-Q dated August 4, 2020, Exhibit 3.4
Exhibit No.DescriptionLocation
3-6Restated Articles of Incorporation of Commonwealth Edison Company Effective February 20, 1985, including Statements of Resolution Establishing Series, relating to the establishment of three new series of Commonwealth Edison Company preference stock known as the “$9.00 Cumulative Preference Stock,” the “$6.875 Cumulative Preference Stock” and the “$2.425 Cumulative Preference Stock”File No. 001-01839, Form 10-K dated March 30, 1995, Exhibit 3.2
3-7Amended and Restated Bylaws of Commonwealth Edison Company, Effective February 22, 2021File No. 001-01839, Form 10-K dated February 24, 2021, Exhibit 3.6
Exhibit No.DescriptionLocation
3-8Amended and Restated Articles of Incorporation of PECO Energy CompanyFile No. 001-01401, Form 10-K dated April 2, 2001, Exhibit 3.3
3-9Amended and Restated Bylaws of PECO Energy Company dated August 3, 2020File No. 000-16844, Form 10-Q dated August 4, 2020, Exhibit 3.3

Pepco Holdings LLC

Exhibit No.DescriptionLocation
3-10Certificate of Formation of Pepco Holdings LLC, dated March 23, 2016File No. 001-31403, Form 8-K dated March 24, 2016, Exhibit 3.2
3-11Amended and Restated Limited Liability Company Agreement of Pepco Holdings LLC, dated August 3, 2020File No. 001-31403, Form 10-Q dated August 4, 2020, Exhibit 3.5

Atlantic City Electric Company

Exhibit No.DescriptionLocation
3-12Restated Certificate of Incorporation of Atlantic City Electric Company (filed in New Jersey on August 9, 2002)File No. 001-03559, Amendment No. 1 to Form U5B dated February 13, 2003, Exhibit B.8.1
3-13Bylaws of Atlantic City Electric CompanyFile No. 001-03559, Form 10-Q dated May 9, 2005, Exhibit 3.2.2
Exhibit No.DescriptionLocation
3-14Restated Certificate and Articles of Incorporation of Delmarva Power & Light Company (as filed in Delaware and Virginia)File No. 001-01405, Form 10-K dated March 1, 2007, Exhibit 3.3
3-15Bylaws of Delmarva Power & Light CompanyFile No. 001-01405, Form 10-Q dated May 9, 2005, Exhibit 3.2.1
Exhibit No.DescriptionLocation
3-16Restated Articles of Incorporation of Potomac Electric Power Company (as filed in the District of Columbia)File No. 001-31403, Form 10-Q dated May 5, 2006, Exhibit 3.1
3-17Restated Articles of Incorporation and Articles of Restatement of Potomac Electric Power Company (as filed in Virginia)File No. 001-01072, Form 10-Q dated November 4, 2011, Exhibit 3.3
3-18Bylaws of Potomac Electric Power CompanyFile No. 001-01072, Form 10-Q dated May 5, 2006, Exhibit 3.2

(4) Instruments Defining the Rights of Securities Holders, Including Indentures

Exhibit No.DescriptionLocation
4-1Exelon Corporation Direct Stock Purchase PlanFile No. 333-222989, Prospectus 424(b)(2) dated June 20, 2025
4-2Indenture dated May 1, 2001 between Exelon Corporation and The Bank of New York Mellon Trust Company, N.A., as trusteeFile No. 001-16169, Form 10-Q dated July 26, 2005, Exhibit 4.10
4-3Form of $500,000,000 5.625% senior notes due 2035 dated June 9, 2005 issued by Exelon CorporationFile No. 001-16169, Form 8-K dated June 9, 2005, Exhibit 99.3
4-4Indenture, dated as of June 17, 2014, between Exelon Corporation and The Bank of New York Mellon Trust Company, N.A., as TrusteeFile No. 001-16169, Form 8-K dated June 23, 2014, Exhibit 4.1
4-4-1Third Supplemental Indenture, dated as of February 1, 2025, between Exelon Corporation and The Bank of New York Mellon Trust Company, N.A., as TrusteeFile No. 001-16169, Form 8-K dated February 19, 2025, Exhibit 4.2
4-5Indenture, dated as of June 11, 2015, among Exelon Corporation and The Bank of New York Mellon Trust Company, N.A., as trusteeFile No. 001-16169, Form 8-K dated June 11, 2015, Exhibit 4.1
4-5-1First Supplemental Indenture, dated as of June 11, 2015, among Exelon Corporation and The Bank of New York Mellon Trust Company, N.A., as trusteeFile No. 001-16169, Form 8-K dated June 11, 2015, Exhibit 4.2
4-5-2Second Supplemental Indenture, dated as of December 2, 2015, among Exelon Corporation and The Bank of New York Mellon Trust Company, N.A., as trusteeFile No. 001-16169, Form 8-K dated December 2, 2015, Exhibit 4.1
4-5-3Third Supplemental Indenture, dated as of April 7, 2016, among Exelon Corporation and The Bank of New York Mellon Trust Company, N.A., as trusteeFile No. 001-16169, Form 8-K dated April 7, 2016, Exhibit 4.2
Exhibit No.DescriptionLocation
4-5-4Fourth Supplemental Indenture, dated as of April 1, 2020, among Exelon Corporation and The Bank of New York Mellon Trust Company, N.A., as trusteeFile No. 001-16169, Form 8-K dated April 1, 2020, Exhibit 4.2
4-5-5Fifth Supplemental Indenture, dated as of March 7, 2022, among Exelon Corporation and The Bank of New York Mellon Trust Company, N.A., as trusteeFile No. 001-16169, Form 8-K dated March 7, 2022, Exhibit 4.2
4-5-6Sixth Supplemental Indenture, dated as of February 1, 2023, among Exelon Corporation and The Bank of New York Mellon Trust Company, N.A., as trusteeFile No. 001-16169, Form 8-K dated February 21, 2023, Exhibit 4.2
4-5-7Seventh Supplemental Indenture, dated as of February 27, 2024, among Exelon Corporation and The Bank of New York Mellon Trust Company, N.A., as trusteeFile No. 001-16169, Form 8-K dated February 27, 2024, Exhibit 4.2
4-5-8Eighth Supplemental Indenture, dated as of February 1, 2025, among Exelon Corporation and The Bank of New York Mellon Trust Company, N.A., as trusteeFile No. 001-16169, Form 8-K dated February 21, 2025, Exhibit 4.2
4-6Indenture, dated as of December 4, 2025, between Exelon Corporation and The Bank of New York Mellon Trust Company, N.A., as trusteeFile No. 001-16169, Form 8-K dated December 4, 2025, Exhibit 4.1
4-7Equity Distribution Agreement, dated May 2, 2025, by and among the Company, Barclays Capital Inc., BNP Paribas Securities Corp., BofA Securities, Inc., Citigroup Global Markets Inc., Credit Agricole Securities (USA) Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, Mizuho Securities USA LLC, Morgan Stanley & Co. LLC, MUFG Securities Americas Inc., RBC Capital Markets, LLC, Scotia Capital (USA) Inc. and Wells Fargo Securities, LLC, each as sales agents and as forward sellers, and Bank of America, N.A., Barclays Bank PLC, BNP Paribas, Citibank, N.A., Crédit Agricole Corporate and Investment Bank, Goldman Sachs & Co. LLC, JPMorgan Chase Bank, National Association, Mizuho Markets Americas LLC, Morgan Stanley & Co. LLC, MUFG Securities EMEA plc, Royal Bank of Canada, The Bank of Nova Scotia and Wells Fargo Bank, National Association, each as forward purchasers.File No. 001-16169, Form 8-K dated May 2, 2025, Exhibit 1.1
4-8Description of Exelon SecuritiesFiled herewith.
Exhibit No.DescriptionLocation
4-7Indenture dated as of July 24, 2006 between Baltimore Gas and Electric Company and Deutsche Bank Trust Company Americas, as trusteeFile No. 333-135991, Registration Statement on Form S-3 dated July 24, 2006, Exhibit 4(b)
4-8Form of 2.400% notes due 2026 issued August 18, 2016 by Baltimore Gas and Electric CompanyFile No. 001-01910, Form 8-K dated August 18, 2016, Exhibit 4.1
4-9Form of 3.500% Note due 2046 issued August 18, 2016 by Baltimore Gas and Electric CompanyFile No. 001-01910, Form 8-K dated August 18, 2016, Exhibit 4.2
4-10Form of 3.750% Note due 2047 issued August 24, 2017 by Baltimore Gas and Electric CompanyFile No. 001-01910, Form 8-K dated August 24, 2017, Exhibit 4.1
4-11Form of 4.550% Note due 2052 issued June 6, 2022 by Baltimore Gas and Electric CompanyFile No. 001-01910, Form 8-K dated June 6, 2022, Exhibit 4.2
4-12Form of 5.400% Note due 2053 issued May 10, 2023 by Baltimore Gas and ElectricFile No. 001-01910, Form 8-K dated May 10, 2023, Exhibit 4.2
4-13Form of 5.300% Note due 2034 issued June 1, 2024 by Baltimore Gas and ElectricFile No. 001-01910, Form 8-K dated June 06, 2024, Exhibit 4.1
4-14Form of 5.650% Note due 2054 issued June 1, 2024 by Baltimore Gas and ElectricFile No. 001-01910, Form 8-K dated June 06, 2024, Exhibit 4.2
4-15Form of 5.450% Note due 2035 issued May 16, 2025 by Baltimore Gas and ElectricFile No. 001-01910, Form 8-K dated May 16, 2025, Exhibit 4.2
4-15-1Indenture, dated as of September 1, 2019, between Baltimore Gas and Electric Company and U.S. Bank N.A., as trusteeFile No. 001-01910, Form 8-K dated September 12, 2019, Exhibit 4.1
Exhibit No.DescriptionLocation
4-16Mortgage of Commonwealth Edison Company to Illinois Merchants Trust Company, Trustee (BNY Mellon Trust Company of Illinois, as current successor Trustee), dated July 1, 1923, as supplemented and amended by Supplemental Indenture thereto dated August 1, 1944Registration No. 2-60201, Form S-7, Exhibit 2-1(a)
4-16-1Supplemental Indenture to Commonwealth Edison Company Mortgage dated as of January 13, 2003File No. 001-01839, Form 8-K dated February 13, 2003, Exhibit 4.4
Exhibit No.DescriptionLocation
4-16-2Supplemental Indenture to Commonwealth Edison Company Mortgage dated as of February 22, 2006File No. 001-01839, Form 8-K dated March 6, 2006, Exhibit 4.1
4-16-3Supplemental Indenture to Commonwealth Edison Company Mortgage dated as of March 1, 2007File No. 001-01839, Form 8-K dated March 23, 2007, Exhibit 4.1
4-16-4Supplemental Indenture to Commonwealth Edison Company Mortgage dated as of December 20, 2007File No. 001-01839, Form 8-K dated January 16, 2008, Exhibit 4.1
4-16-5Supplemental Indenture to Commonwealth Edison Company Mortgage dated as of September 17, 2012File No. 001-01839, Form 8-K dated October 1, 2012, Exhibit 4.1
4-16-6Supplemental Indenture to Commonwealth Edison Company Mortgage dated as of August 1, 2013File No. 001-01839, Form 8-K dated August 19, 2013, Exhibit 4.1
4-16-7Supplemental Indenture to Commonwealth Edison Company Mortgage dated as of January 2, 2014File No. 001-01839, Form 8-K dated January 10, 2014, Exhibit 4.1
4-16-8Supplemental Indenture to Commonwealth Edison Company Mortgage dated as of February 18, 2015File No. 001-01839, Form 8-K dated March 2, 2015, Exhibit 4.1
4-16-9Supplemental Indenture to Commonwealth Edison Company Mortgage dated as of November 4, 2015File No. 001-01839, Form 8-K dated November 19, 2015, Exhibit 4.1
4-16-10Supplemental Indenture to Commonwealth Edison Company Mortgage dated as of June 15, 2016File No. 001-01839, Form 8-K dated June 27, 2016, Exhibit 4.1
4-16-11Supplemental Indenture to Commonwealth Edison Company Mortgage dated as of August 9, 2017File No. 001-01839, Form 8-K dated August 23, 2017, Exhibit 4.1
4-16-12Supplemental Indenture to Commonwealth Edison Company Mortgage dated as of February 6, 2018File No. 001-01839, Form 8-K dated February 20, 2018, Exhibit 4.1
4-16-13Supplemental Indenture to Commonwealth Edison Company Mortgage dated as of July 26, 2018File No. 001-01839, Form 8-K dated August 14, 2018, Exhibit 4.1
4-16-14Supplemental Indenture to Commonwealth Edison Company Mortgage dated as of February 7, 2019File No. 001-01839, Form 8-K dated February 19, 2019, Exhibit 4.1
4-16-15Supplemental Indenture to Commonwealth Edison Company Mortgage dated as of October 29, 2019File No. 001-01839, Form 8-K dated November 12, 2019, Exhibit 4.1
4-16-16Supplemental Indenture to Commonwealth Edison Company Mortgage dated as of February 10, 2020File No. 001-01839, Form 8-K dated February 25, 2020, Exhibit 4.1
Exhibit No.DescriptionLocation
4-16-17Supplemental Indenture to Commonwealth Edison Company Mortgage dated as of February 16, 2021File No. 001-01839, Form 8-K dated March 9, 2021, Exhibit 4.1
4-16-18Supplemental Indenture to Commonwealth Edison Company Mortgage dated as of August 2, 2021File No. 001-01839, Form 8-K dated August 12, 2021, Exhibit 4.1
4-16-19Supplemental Indenture to Commonwealth Edison Company Mortgage dated as of February 23, 2022File No. 001-01839, Form 8-K/A dated March 15, 2022, Exhibit 4.1
4-16-20Supplemental Indenture to Commonwealth Edison Company Mortgage dated as of December 21, 2022File No. 001-01839, Form 8-K dated January 10, 2023, Exhibit 4.1
4-16-21Supplemental Indenture to Commonwealth Edison Company Mortgage dated as of May 1, 2024File No. 001-01839, Form 8-K dated May 13, 2024, Exhibit 4.1
4-16-22Supplemental Indenture to Commonwealth Edison Company Mortgage dated as of May 1, 2025File No. 001-01839, Form 8-K dated May 19, 2025, Exhibit 4.1
4-17Instrument of Resignation, Appointment and Acceptance dated as of February 20, 2002, under the provisions of the Mortgage of Commonwealth Edison Company dated July 1, 1923, and Indentures Supplemental thereto, regarding corporate trusteeFile No. 001-01839, Form 10-K dated April 1, 2002, Exhibit 4.4.2
4-18Instrument dated as of January 31, 1996, under the provisions of the Mortgage of Commonwealth Edison Company dated July 1, 1923 and Indentures Supplemental thereto, regarding individualFile No. 001-01839, Form 10-K dated March 29, 1996, Exhibit 4.29
Exhibit No.DescriptionLocation
4-19First and Refunding Mortgage dated May 1, 1923 between The Counties Gas and Electric Company (predecessor to PECO Energy Company) and Fidelity Trust Company, Trustee (U.S. Bank N.A., as current successor trustee)Registration No. 2-2281, Exhibit B-1(a)
4-19-1Supplemental Indenture to PECO Energy Company’s First and Refunding Mortgage dated as of December 1, 1941Registration No. 2-4863, Exhibit B-1(h)(a)
Exhibit No.DescriptionLocation
4-19-2Supplemental Indenture to PECO Energy Company’s First and Refunding Mortgage dated as of April 15, 2004File No. 000-16844, Form 10-Q dated September 30, 2004, Exhibit 4-1-1
4-19-3Supplemental Indenture to PECO Energy Company’s First and Refunding Mortgage dated as of September 15, 2006File No. 000-16844, Form 8-K dated September 25, 2006, Exhibit 4.1
4-19-4Supplemental Indenture to PECO Energy Company’s First and Refunding Mortgage dated as of March 1, 2007File No. 000-16844, Form 8-K dated March 19, 2007, Exhibit 4.1
4-19-5Supplemental Indenture to PECO Energy Company’s First and Refunding Mortgage dated as of September 1, 2014File No. 000-16844, Form 8-K dated September 15, 2014, Exhibit 4.1
4-19-6Supplemental Indenture to PECO Energy Company’s First and Refunding Mortgage dated as of September 1, 2017File No. 000-16844, Form 8-K dated September 18, 2017, Exhibit 4.1
4-19-7Supplemental Indenture to PECO Energy Company’s First and Refunding Mortgage dated as of February 1, 2018File No. 000-16844, Form 8-K dated February 23, 2018, Exhibit 4.1
4-19-8Supplemental Indenture to PECO Energy Company’s First and Refunding Mortgage dated as of September 1, 2018File No. 000-16844, Form 8-K dated September 11, 2018, Exhibit 4.1
4-19-9Supplemental Indenture to PECO Energy Company’s First and Refunding Mortgage dated as of August 15, 2019File No. 000-16844, Form 8-K dated September 10, 2019, Exhibit 4.1
4-19-10Supplemental Indenture to PECO Energy Company’s First and Refunding Mortgage dated as of June 1, 2020File No. 000-16844, Form 8-K dated June 8, 2020, Exhibit 4.1
4-19-11Supplemental Indenture to PECO Energy Company’s First and Refunding Mortgage dated as of February 15, 2021File No. 000-16844, Form 8-K dated March 8, 2021, Exhibit 4.1
4-19-12Supplemental Indenture to PECO Energy Company’s First and Refunding Mortgage dated as of September 1, 2021File No. 000-16844, Form 8-K dated September 14, 2021, Exhibit 4.1
4-19-13Supplemental Indenture to PECO Energy Company’s First and Refunding Mortgage dated as of May 1, 2022File No. 000-16844, Form 8-K dated May 24, 2022, Exhibit 4.1
4-19-14Supplemental Indenture to PECO Energy Company’s First and Refunding Mortgage dated as of August 1, 2022File No. 000-16844, Form 8-K dated August 23, 2022, Exhibit 4.1
4-19-15Supplemental Indenture to PECO Energy Company's First and Refunding Mortgage dated as of June 1, 2023File No. 001-16844, Form 8-K dated June 23, 2023, Exhibit 4.1
Exhibit No.DescriptionLocation
4-19-16Supplemental Indenture to PECO Energy Company's First and Refunding Mortgage dated as of August 15, 2024File No. 001-16844, Form 8-K dated September 10, 2024, Exhibit 4.1
4-19-17Supplemental Indenture to PECO Energy Company's First and Refunding Mortgage dated as of August 15, 2025File No. 001-16844, Form 8-K dated September 10, 2025, Exhibit 4.1
4-20Indenture to Subordinated Debt Securities dated as of June 24, 2003 between PECO Energy Company, as Issuer, and U.S. Bank N.A., as TrusteeFile No. 000-16844, Form 10-Q dated July 30, 2003, Exhibit 4.1
4-21Preferred Securities Guarantee Agreement between PECO Energy Company, as Guarantor, and U.S. Bank N.A., as Trustee, dated as of June 24, 2003File No. 000-16844, Form 10-Q dated July 30, 2003, Exhibit 4.2
4-22PECO Energy Capital Trust IV Amended and Restated Declaration of Trust among PECO Energy Company, as Sponsor, U.S. Bank Trust N.A., as Delaware Trustee and Property Trustee, and J. Barry Mitchell, George R. Shicora and Charles S. Walls as Administrative Trustees dated as of June 24, 2003File No. 000-16844, Form 10-Q dated July 30, 2003, Exhibit 4.3

Atlantic City Electric Company

Exhibit No.DescriptionLocation
4-23Mortgage and Deed of Trust, dated January 15, 1937, between Atlantic City Electric Company and The Bank of New York Mellon (formerly Irving Trust Company), as trustee2-66280, Registration Statement dated December 21, 1979, Exhibit 2(a)(a)
4-23-1Supplemental Indenture to Atlantic City Electric Company Mortgage dated as of June 1, 19492-66280, Registration Statement dated December 21, 1979, Exhibit 2(b)(a)
4-23-2Supplemental Indenture to Atlantic City Electric Company Mortgage dated as of March 1, 1991Form 10-K dated March 28, 1991, Exhibit 4(d)(1)(a)
4-23-3Supplemental Indenture to Atlantic City Electric Company Mortgage dated as of April 1, 2004File No. 001-03559, Form 8-K dated April 6, 2004, Exhibit 4.3
4-23-4Supplemental Indenture to Atlantic City Electric Company Mortgage dated as of March 8, 2006File No. 001-03559, Form 8-K dated March 17, 2006, Exhibit 4
4-23-5Supplemental Indenture to Atlantic City Electric Company Mortgage dated as of October 9, 2018File No. 001-03559, Form 8-K dated October 16, 2018, Exhibit 4.1
4-23-6Supplemental Indenture to Atlantic City Electric Company Mortgage dated as of May 2, 2019File No. 001-03559, Form 8-K dated May 21, 2019, File No. 4.3
4-23-7Supplemental Indenture to Atlantic City Electric Company Mortgage dated as of June 1, 2020File No. 001-03559, Form 8-K dated June 9, 2020, Exhibit 4.2
4-23-8Supplemental Indenture to Atlantic City Electric Company Mortgage dated as of February 15, 2021File No. 001-03559, Form 8-K dated March 10, 2021, Exhibit 4.1
4-23-9Supplemental Indenture to Atlantic City Electric Company Mortgage dated as of November 1, 2021File No. 001-03559, Form 8-K dated November 16, 2021, Exhibit 4.2
4-23-10Supplemental Indenture to Atlantic City Electric Company Mortgage dated as of February 1, 2022File No. 001-03559, Form 8-K dated February 15, 2022, Exhibit 4.2
4-23-11Supplemental Indenture to the Atlantic City Electric Company Mortgage and Deed of Trust, dated as of March 1, 2023File No. 001-03559, Form 8-K dated March 15, 2023, Exhibit 4.2
4-23-12Supplemental Indenture to the Atlantic City Electric Company Mortgage and Deed of Trust, dated as of March 1, 2024File No. 001-03559, Form 8-K dated March 20, 2024, Exhibit 4.2
4-23-13Supplemental Indenture to the Atlantic City Electric Company Mortgage and Deed of Trust, dated as of March 1, 2025File No. 001-03559, Form 8-K dated March 26, 2025, Exhibit 4.2
4-24Pollution Control Facilities Loan Agreement, dated as of June 1, 2020, between The Pollution Control Financing Authority of Salem County and Atlantic City ElectricFile No. 001-03559, Form 8-K dated June 2, 2020, Exhibit 4.1
Exhibit No.DescriptionLocation
4-25Mortgage and Deed of Trust of Delaware Power & Light Company to The Bank of New York Mellon (ultimate successor to the New York Trust Company), as trustee, dated as of October 1, 1943, and copies of the First through Sixty-Eighth Supplemental Indentures thereto33-1763, Registration Statement dated November 27, 1985, Exhibit 4-(A)(a)
4-25-1Supplemental Indenture to Delmarva Power & Light Company Mortgage dated as of October 1, 199333-53855, Registration Statement dated January 30, 1995, Exhibit 4-L(a)
4-25-2Supplemental Indenture to Delmarva Power & Light Company Mortgage dated as of October 1, 199433-53855, Registration Statement dated January 30, 1995, Exhibit 4-N(a)
4-25-3Supplemental Indenture to Delmarva Power & Light Company Mortgage dated as of May 4, 2015File No. 001-01405, Form 8-K dated May 5, 2015, Exhibit 4.2
4-25-4Supplemental Indenture to Delmarva Power & Light Company Mortgage dated as of December 5, 2016File No. 001-01405, Form 8-K dated December 12, 2016, Exhibit 4.2
4-25-5Supplemental Indenture to Delmarva Power & Light Company Mortgage dated as of June 1, 2018File No. 001-01405, Form 8-K dated June 21, 2018, Exhibit 4.2
4-25-6Supplemental Indenture to Delmarva Power & Light Company Mortgage dated as of May 2, 2019File No. 001-01405, Form 8-K dated December 12, 2019, Exhibit 4.2
4-25-7Supplemental Indenture to Delmarva Power & Light Company Mortgage dated as of January 1, 2020File No. 001-01405, Form 10-Q dated May 8, 2020, Exhibit 4.4
4-25-8Supplemental Indenture to Delmarva Power & Light Company Mortgage dated as of June 1, 2020File No. 001-01405, Form 8-K dated June 9, 2020, Exhibit 4.4
4-25-9Supplemental Indenture to Delmarva Power & Light Company Mortgage dated as of February 15, 2021File No. 001-01405, Form 8-K dated March 30, 2021, Exhibit 4.4
4-25-10Supplemental Indenture to Delmarva Power & Light Company Mortgage dated as of February 1, 2022File No. 001-01405, Form 8-K dated February 15, 2022, Exhibit 4.4
4-25-11Supplemental Indenture to Delmarva Power & Light Company Mortgage dated as of January 1, 2022File No. 001-01405, Form 10-Q dated May 9, 2022, Exhibit 4.1
Exhibit No.DescriptionLocation
4-25-12Supplemental Indenture to the Delmarva Power & Light Company Mortgage and Deed of Trust, dated as of March 1, 2023File No. 001-01405, Form 8-K dated March 15, 2023, Exhibit 4.4
4-25-13Supplemental Indenture to the Delmarva Power & Light Company Mortgage and Deed of Trust, dated as of March 1, 2024File No. 001-01405, Form 8-K dated March 20, 2024, Exhibit 4.4
4-25-14Supplemental Indenture to the Delmarva Power & Light Company Mortgage and Deed of Trust, dated as of March 1, 2025File No. 001-01405, Form 8-K dated March 26, 2025, Exhibit 4.4
4-26Gas Facilities Loan Agreement, dated as of July 1, 2020, between The Delaware Economic Development Authority and Delmarva Power & Light CompanyFile No. 001-01405, Form 8-K dated July 1, 2020, Exhibit 4.1
Exhibit No.DescriptionLocation
4-27Mortgage and Deed of Trust, dated July 1, 1936, of Potomac Electric Power Company to The Bank of New York Mellon as successor trustee, securing First Mortgage Bonds of Potomac Electric Power Company, and Supplemental Indenture dated July 1, 1936File No. 2-2232, Registration Statement dated June 19, 1936, Exhibit B-4(a)
4-27-1Supplemental Indenture to Potomac Electric Power Company Mortgage dated as of December 10, 19398-K dated January 3, 1940, Exhibit B(a)
4-27-2Supplemental Indenture to Potomac Electric Power Company Mortgage dated as of March 16, 2004File No. 001-01072, Form 8-K dated March 23, 2004, Exhibit 4.3
4-27-3Supplemental Indenture to Potomac Electric Power Company Mortgage dated as of May 24, 2005File No. 001-01072, Form 8-K dated May 26, 2005, Exhibit 4.2
4-27-4Supplemental Indenture to Potomac Electric Power Company Mortgage dated as of November 13, 2007File No. 001-01072, Form 8-K dated November 15, 2007, Exhibit 4.2
4-27-5Supplemental Indenture to Potomac Electric Power Company Mortgage dated as of March 24, 2008File No. 001-01072, Form 8-K dated March 28, 2008, Exhibit 4.1
4-27-6Supplemental Indenture to Potomac Electric Power Company Mortgage dated as of December 3, 2008File No. 001-01072, Form 8-K dated December 8, 2008, Exhibit 4.2
4-27-7Supplemental Indenture to Potomac Electric Power Company Mortgage dated as of March 11, 2013File No. 001-01072, Form 8-K dated March 12, 2013, Exhibit 4.2
Exhibit No.DescriptionLocation
4-27-8Supplemental Indenture to Potomac Electric Power Company Mortgage dated as of November 14, 2013File No. 001-01072, Form 8-K dated November 15, 2013, Exhibit 4.2
4-27-9Supplemental Indenture to Potomac Electric Power Company Mortgage dated as of March 9, 2015File No. 001-01072, Form 8-K dated March 10, 2015, Exhibit 4.3
4-27-10Supplemental Indenture to Potomac Electric Power Company Mortgage dated as of May 15, 2017File No. 001-01072, Form 8-K dated May 22, 2017, Exhibit 4.2
4-27-11Supplemental Indenture to Potomac Electric Power Company Mortgage dated as of June 1, 2018File No. 001-01072, Form 8-K dated June 21, 2018, Exhibit 4.2
4-27-12Supplemental Indenture to Potomac Electric Power Company Mortgage dated as of May 2, 2019File No. 001-01072, Form 8-K dated June 13, 2019, Exhibit 4.2
4-27-13Supplemental Indenture to Potomac Electric Power Company Mortgage dated as of February 12, 2020File No. 001-01072, Form 8-K dated February 25, 2020, Exhibit 4.2
4-27-14Supplemental Indenture to Potomac Electric Power Company Mortgage dated as of February 15, 2021File No. 001-01072, Form 8-K dated March 30, 2021, Exhibit 4.4
4-27-15Supplemental Indenture to Potomac Electric Power Company Mortgage dated as of March 1, 2022File No. 001-01072, Form 8-K dated March 24, 2022, Exhibit 4.2
4-27-16Supplemental Indenture to the Potomac Electric Power Company Mortgage and Deed of Trust, dated as of March 1, 2023File No. 001-01072, Form 8-K dated March 15, 2023, Exhibit 4.6
4-27-17Supplemental Indenture to the Potomac Electric Power Company Mortgage and Deed of Trust, dated as of February 15, 2024File No. 001-01072, Form 8-K dated March 4, 2024, Exhibit 4.3
4-27-18Supplemental Indenture to the Potomac Electric Power Company Mortgage and Deed of Trust, dated as of March 1, 2025File No. 001-01072, Form 8-K dated March 26, 2025, Exhibit 4.6
4-28Exempt Facilities Loan Agreement dated as of June 1, 2019 between the Maryland Economic Development Corporation and Potomac Electric Power CompanyFile No. 001-01072, Form 8-K dated June 27, 2019, Exhibit 4.1

(10) Material Contracts

Exhibit No.DescriptionLocation
10-1Transition Services Agreement, dated January 31, 2022, between Exelon Corporation and Constellation Energy CorporationFile No. 001-16169, Form 8K dated February 2, 2022, Exhibit 10.1
Exhibit No.DescriptionLocation
10-2Tax Matters Agreement, dated January 31, 2022, between Exelon Corporation and Constellation Energy CorporationFile No. 001-16169, Form 8K dated February 2, 2022, Exhibit 10.2
10-3Employee Matters Agreement, dated January 31, 2022, between Exelon Corporation and Constellation Energy CorporationFile No. 001-16169, Form 8K dated February 2, 2022, Exhibit 10.3
10-4Amended and Restated Credit Agreement for $900,000,000 dated August 29, 2024, between Exelon Corporation and various financial institutionsFile No. 001-16169, Form 10-K dated October 30, 2024, Exhibit 10.1
10-5Exelon Corporation Non-Employee Directors’ Restricted Stock Unit Plan (Effective January 1, 2026)Filed herewith.
10-6Exelon Corporation Supplemental Management Retirement Plan (As Amended and Restated Effective January 1, 2009) *File No. 001-16169, Form 10-K dated February 6, 2009, Exhibit 10.19
10-7Exelon Corporation Employee Stock Purchase Plan, as amended and restated effective September 25, 2019File No. 001-16169, Form 10-Q dated October 31, 2019, Exhibit 10.3
10-8Exelon Corporation Employee Stock Purchase Plan for Unincorporated Subsidiaries, as amended and restated effective September 25, 2019File No. 001-16169, Form 10-Q dated October 31, 2019, Exhibit 10.4
10-9Exelon Corporation 2020 Long-Term Incentive Plan (Effective April 28, 2020)File No. 001-16169, Proxy Statement dated March 18, 2020, Appendix A
10-10Exelon Corporation 2020 Long-Term Incentive Plan Prospectus, dated May 27, 2020File No. 001-16169, Form 10-Q dated August 4, 2020, Exhibit 10.3
10-11Form of Restricted Stock Unit Award Notice and Agreement under the Exelon Corporation 2020 Long-Term Incentive PlanFile No. 001-16169, Form 10-Q dated August 4, 2020, Exhibit 10.4
10-12Form of Performance Share Award Notice and Agreement under the Exelon Corporation 2020 Long-Term Incentive PlanFile No. 001-16169, Form 10-Q dated August 4, 2020, Exhibit 10.5
10-13Exelon Corporation Senior Management Severance Plan as Amended and Restated effective February 1, 2024File No. 001-16169, Form 10-K dated February 21, 2024, Exhibit 10.15.1
10-14Form of Separation Agreement under Exelon Corporation Senior Management Severance Plan (As Amended and Restated Effective January 1, 2020)File No. 001-16169, Form 10-K dated February 11, 2020, Exhibit 10.21
Exhibit No.DescriptionLocation
10-15Exelon Corporation Executive Death Benefits Plan dated as of January 1, 2003 *File No. 001-16169, Form 10-K dated February 13, 2007, Exhibit 10.52
10-15-1First Amendment to Exelon Corporation Executive Death Benefits Plan, Effective January 1, 2006 *File No. 001-16169, Form 10-K dated February 13, 2007, Exhibit 10.53
10-16Exelon Corporation Deferred Compensation Plan (As Amended and Restated Effective December 1, 2025)Filed herewith
10-17Exelon Corporation Stock Deferral Plan (As Amended and Restated Effective September 25, 2019)File No. 001-16169, Form 10-Q dated October 31, 2019, Exhibit 10.5
10-182023 Amendment to Certain Plans of Exelon CorporationFile No. 001-16169, Form 10-K dated February 24, 2021, Exhibit 10.22
10-19Constellation Energy Group Benefits Restoration Plan (As Amended and Restated Effective January 1, 2025)File No. 001-16169, Form 10-K dated February 12, 2025, Exhibit 10.20
10-20Exelon Corporation Unfunded Deferred Compensation Plan for Directors (As Amended and Restated Effective January 1, 2026)Filed herewith
Exhibit No.DescriptionLocation
10-21Deferred Prosecution Agreement, dated July 17, 2020, between Commonwealth Edison Company and the U.S. Department of Justice and the U.S. Attorney for the Northern District of IllinoisFile No. 001-01839, Form 8-K dated July 17, 2020, Exhibit 10.1
10-22Amended and Restated Credit Agreement for $1,000,000,000 dated August 29, 2024, between Commonwealth Edison Company and various financial institutionsFile No. 001-01839, Form 10-K dated October 30, 2024, Exhibit 10.2
Exhibit No.DescriptionLocation
10-23Amended and Restated Credit Agreement for $600,000,000 dated August 29, 2024, between Baltimore Gas and Electric Company and various financial institutionsFile No. 001-01910, Form 10-K dated October 30, 2024, Exhibit 10.4
Exhibit No.DescriptionLocation
10-24PECO Energy Company Supplemental Pension Benefit Plan (As Amended and Restated Effective January 1, 2009)File No. 000-16844, Form 10-K dated February 6, 2009, Exhibit 10.20
10-25Amended and Restated Credit Agreement for $600,000,000 dated August 29, 2024, between PECO Energy Company and various financial institutionsFile No. 000-16844, Form 10-K dated October 30, 2024, Exhibit 10.3

Atlantic City Electric Company, Potomac Electric Power Company, Delmarva Power & Light Company

Exhibit No.DescriptionLocation
10-26Bond Purchase Agreement, dated December 1, 2015, among Atlantic City Electric Company and the purchasers signatory theretoFile No. 001-03559, Form 8-K dated December 2, 2015, Exhibit 1.1
10-27Amended and Restated Credit Agreement for $900,000,000 dated August 29, 2024, between Potomac Electric Power Company, Delmarva Power & Light Company, Atlantic City Electric Company and various financial institutionsFile Nos. 001-010172, 001-01405, 001-03559, Form 10-K dated October 30, 2024, Exhibit 10.5

(14) Code of Ethics

Exhibit No.DescriptionLocation
14-1Exelon Code of Conduct, as amended January 05, 2026Filed herewith.

(19) Insider trading policies and procedures

Exhibit No.DescriptionLocation
19-1Exelon Insider Trading PolicyFiled herewith.

(97) Policy Relating to Recovery of Erroneously Awarded Compensation

Exhibit No.DescriptionLocation
97-1Exelon Financial Restatement Compensation Recoupment PolicyFile No. 001-16169, Form 10-K dated February 21, 2024, Exhibit 97.1
Exhibit No.Description
Subsidiaries
21-1Exelon Corporation
21-2Commonwealth Edison Company
21-3PECO Energy Company
Exhibit No.Description
21-4Baltimore Gas and Electric Company
21-5Pepco Holdings LLC
21-6Potomac Electric Power Company
21-7Delmarva Power & Light Company
21-8Atlantic City Electric Company
Consent of Independent Registered Public Accountants
23-1Exelon Corporation
23-2Commonwealth Edison Company
23-3PECO Energy Company
23-4Baltimore Gas and Electric Company
Power of Attorney (Exelon Corporation)
24-1Anna Richo
24-2Calvin G. Butler, Jr.
24-3W. Paul Bowers
24-4Marjorie Rodgers Cheshire
24-5Matthew Rogers
24-6Linda P. Jojo
24-7Charisse R. Lillie
24-8Bryan Segedi
24-9David G. DeWalt
Power of Attorney (Commonwealth Edison Company)
24-10Michael A. Innocenzo
24-11Elizabeth Buchanan
24-12Stephen Bowman
24-13Ricardo Estrada
24-14Zaldwaynaka Scott
24-15Smita Shah
24-16Gil C. Quiniones
Power of Attorney (PECO Energy Company)
24-17Michael A. Innocenzo
24-18John S. Grady
24-19David M. Vahos
24-20Sharmain Matlock-Turner
24-21Michael Nutter
Exhibit No.Description
24-22Michelle Hong
24-23Roberto E. Perez
Power of Attorney (Baltimore Gas and Electric Company)
24-24Michael A. Innocenzo
24-25Tamla A. Olivier
24-26Keith Lee
24-27Rachel Garbow Monroe
24-28Byron Marchant
24-29Tim Regan
24-30Amy Seto
24-31Maria Harris Tildon
Power of Attorney (Pepco Holdings LLC)
24-32Antoine Allen
24-33J. Tyler Anthony
24-34Michael A. Innocenzo
24-35Debra P. DiLorenzo
24-36Benjamin Wu
24-37Linda W. Cropp
24-38Rosie Allen-Herring
Power of Attorney (Potomac Electric Power Company)
24-39J. Tyler Anthony
24-40Elizabeth Morgan Downs O'Donnell
24-41Michael A. Innocenzo
24-42Rodney Oddoye
24-43Amber Perry
24-44Jaclyn Cantler
24-45Anne C. Bancroft
Power of Attorney (Delmarva Power & Light Company)
24-46J. Tyler Anthony
24-47Michael A. Innocenzo
Power of Attorney (Atlantic City Electric Company)
24-48J. Tyler Anthony

Certifications Pursuant to Rule 13a-14(a) and 15d-14(a) of the Securities and Exchange Act of 1934 as to the Annual Report on Form 10-K for the year ended December 31, 2025 filed by the following officers for the following registrants:

Exhibit No.Description
31-1Filed by Calvin G. Butler, Jr. for Exelon Corporation
31-2Filed by Jeanne M. Jones for Exelon Corporation
31-3Filed by Gil C. Quiniones for Commonwealth Edison Company
31-4Filed by Joshua S. Levin for Commonwealth Edison Company
31-5Filed by David M. Vahos for PECO Energy Company
31-6Filed by Marissa E. Humphrey for PECO Energy Company
31-7Filed by Tamla A. Olivier for Baltimore Gas and Electric Company
31-8Filed by Michael J. Cloyd for Baltimore Gas and Electric Company
31-9Filed by J. Tyler Anthony for Pepco Holdings LLC
31-10Filed by Elizabeth Morgan Downs O'Donnell for Pepco Holdings LLC
31-11Filed by J. Tyler Anthony for Potomac Electric Power Company
31-12Filed by Elizabeth Morgan Downs O'Donnell for Potomac Electric Power Company
31-13Filed by J. Tyler Anthony for Delmarva Power & Light Company
31-14Filed by Elizabeth Morgan Downs O'Donnell for Delmarva Power & Light Company
31-15Filed by J. Tyler Anthony for Atlantic City Electric Company
31-16Filed by Elizabeth Morgan Downs O'Donnell for Atlantic City Electric Company
Certifications Pursuant to Section 1350 of Chapter 63 of Title 18 United States Code as to the Annual Report on Form 10-K for the year ended December 31, 2025 filed by the following officers for the following registrants:
Exhibit No.Description
32-1Filed by Calvin G. Butler, Jr. for Exelon Corporation
32-2Filed by Jeanne M. Jones for Exelon Corporation
32-3Filed by Gil C. Quiniones for Commonwealth Edison Company
32-4Filed by Joshua S. Levin for Commonwealth Edison Company
32-5Filed by David M. Vahos for PECO Energy Company
32-6Filed by Marissa E. Humphrey for PECO Energy Company
32-7Filed by Tamla A. Olivier for Baltimore Gas and Electric Company
32-8Filed by Michael J. Cloyd for Baltimore Gas and Electric Company
32-9Filed by J. Tyler Anthony for Pepco Holdings LLC
32-10Filed by Elizabeth Morgan Downs O'Donnell for Pepco Holdings LLC
32-11Filed by J. Tyler Anthony for Potomac Electric Power Company
32-12Filed by Elizabeth Morgan Downs O'Donnell for Potomac Electric Power Company
32-13Filed by J. Tyler Anthony for Delmarva Power & Light Company
32-14Filed by Elizabeth Morgan Downs O'Donnell for Delmarva Power & Light Company
Exhibit No.Description
32-15Filed by J. Tyler Anthony for Atlantic City Electric Company
32-16Filed by Elizabeth Morgan Downs O'Donnell for Atlantic City Electric Company
101.INSInline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCHInline XBRL Taxonomy Extension Schema Document.
101.CALInline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEFInline XBRL Taxonomy Extension Definition Linkbase Document.
101.LABInline XBRL Taxonomy Extension Labels Linkbase Document.
101.PREInline XBRL Taxonomy Extension Presentation Linkbase Document.
104Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
  • Compensatory plan or arrangements in which directors or officers of the applicable registrant participate and which are not available to all employees.

(a)These filings are not available electronically on the SEC website as they were filed in paper previous to the electronic system that is currently in place.

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.