Exelon Corporation

02/04/2026 | Press release | Distributed by Public on 02/04/2026 15:25

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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OMB Number: 3235-0287
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Innocenzo Michael
2. Issuer Name and Ticker or Trading Symbol
EXELON CORP [EXC]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
EVP & Chief Operating Officer
(Last) (First) (Middle)
10 S DEARBORN STREET, 54TH FLOOR
3. Date of Earliest Transaction (Month/Day/Year)
02/02/2026
(Street)
CHICAGO, IL 60603
4. If Amendment, Date Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 02/02/2026 M 2,432 A (1) 78,511 D
Common Stock 02/02/2026 M 5,748 A (1) 84,259 D
Common Stock 02/02/2026 M 7,734 A (1) 91,993 D
Common Stock 02/02/2026 M 11,555 A (2) 103,548 D
Common Stock 02/02/2026 F 9,547 D $43.91 94,001 D
Common Stock 02/02/2026 D 7,199 D $43.91 86,802 D
Common Stock ESPP 2,835 D
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 1474 (9-02)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
2023 Restricted Stock Units(3) (1) 02/02/2026 M 2,432 (1) (1) Common Stock 2,432 (1) 0 D
2024 Restricted Stock Units(4) (1) 02/02/2026 M 5,748 (1) (1) Common Stock 5,748 (1) 5,746 D
2025 Restricted Stock Units(5) (1) 02/02/2026 M 7,734 (1) (1) Common Stock 7,734 (1) 15,466 D
2026 Restricted Stock Units (1) 02/02/2026 A 20,668 (1) (1) Common Stock 20,668 $ 0 20,668 D
2023-2025 Performance Shares (2) 02/02/2026 A 11,555 (2) (2) Common Stock 11,555 $ 0 11,555 D
2023-2025 Performance Shares (2) 02/02/2026 M 11,555 (2) (2) Common Stock 11,555 (2) 0 D
Deferred phantom share equivalents (6) (6) (6) Common Stock 2,274 2,274(7) D

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Innocenzo Michael
10 S DEARBORN STREET
54TH FLOOR
CHICAGO, IL 60603
EVP & Chief Operating Officer

Signatures

David T Skinner, attorney-in-fact for Michael Innocenzo 02/04/2026
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Restricted stock unit (RSU) award granted under the Exelon Long Term Incentive Plan (LTIP). Award vests in 1/3 increments at the January or February meeting of the Exelon Talent Management and Compensation Committee (TMCC) with each RSU representing the right to receive one share of Exelon common stock upon vesting. The award accrues additional RSUs each quarter through automatic dividend reinvestment, and the additional RSUs vest on the same schedule as the underlying award.
(2) Performance share award granted under the LTIP for the three-year performance period referenced in Column 1 based upon the TMCC's determination of performance achieved for the period. Each performance share represents the right to receive one share or the cash equivalent of one share pursuant to the LTIP's terms with respect to individual stock ownership levels. Performance share awards vest immediately on their grant date.
(3) Balance at the time of this vesting includes 87 additional shares acquired through automatic dividend reinvestment during 2025.
(4) Balance at the time of this vesting includes 412 additional shares acquired through automatic dividend reinvestment during 2025.
(5) Balance at the time of this vesting includes 831 additional shares acquired through automatic dividend reinvestment during 2025.
(6) Phantom share equivalents held in the reporting person's Exelon stock fund account that is part of a multi-fund, non-qualified deferred compensation plan. The stock fund is a unitized fund that consists of both Exelon common stock and short-term liquid investments. Units of the fund are acquired through quarter-end contributions and dividend reinvestment and will be settled for cash upon the termination of the reporting person. The balance of phantom share equivalents may fluctuate due to changes in the value of the fund units.
(7) Balance as of 12/31/2025 and includes 79 phantom share equivalents accrued during 2025 through automatic dividend reinvestment.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
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