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, 2025.

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 before or at the meeting if you were a holder of record of shares of Exelon common stock as of the close of business on March 2, 2026, the record date.

Voting instructions are below. Refer to the Additional Information section beginning on page 71 and the Frequently Asked Questions section beginning on page 74 for more information on how to vote your shares and other important Annual Meeting information.

Corporate Governance Highlights

Below is a summary of our corporate governance practices. More information about our corporate governance practices is available on the Governance Overview section of Exelon’s website atwww.exeloncorp.com.

Executive Compensation Highlights

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.

The statistics set forth in the above table are measured as of the date of the Annual Meeting, April 28, 2026.

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 four 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 14 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 organizational leadership and 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 11.

(1)Measured as of the date of the Annual Meeting, April 28, 2026.

(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 28, 2026, and assume the re-election of such Director.

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 35.

The Compensation Disclosure and Analysis portion of this proxy statement discusses Exelon’s 2025 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 39.

(1)Performance metrics for the 2023 - 2025 Performance Share Award were Operating ROE* (33.3%), Exelon Net Income*, defined as adjusted (non-GAAP) operating earnings* (33.3%), and Exelon CFO/Debt* (33.4%), subject to a 3-year TSR Modifier. For additional information about this award, refer to the Compensation Discussion and Analysis (CD&A).