Item 1.01. Entry into a Material Definitive Agreement
On September 10, 2025, PECO Energy Company (PECO) issued $525 million aggregate principal amount of its First and Refunding Mortgage Bonds, 4.875% Series due September 15, 2035 (2035 Bonds) and $525 million aggregate principal amount of its First and Refunding Mortgage Bonds, 5.650% Series due September 15, 2055 (2055 Bonds and, together with the 2035 Bonds, the Bonds). See Item 2.03 below for a description of the Bonds and related agreements.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
On September 10, 2025, PECO issued $525 million aggregate principal amount of the 2035 Bonds and $525 million aggregate principal amount of the 2055 Bonds. The Bonds were issued pursuant to PECO's First and Refunding Mortgage, dated as of May 1, 1923, as amended and supplemented and as further amended and supplemented by the One Hundred and Twenty-Fifth Supplemental Indenture, dated as of August 15, 2025 (Supplemental Indenture). The Bonds were registered under the Securities Act of 1933, as amended, pursuant to a shelf registration statement on Form S-3 (Registration No. 333-277223).
PECO will use the net proceeds from the sale of the Bonds to refinance at maturity $350,000,000 aggregate principal amount of PECO's 3.150% first and refunding mortgage bonds due October 15, 2025. The remainder of the net proceeds will be used to refinance currently outstanding commercial paper and for general corporate purposes.
The 2035 Bonds carry an interest rate of 4.875% per annum and the 2055 Bonds carry an interest rate of 5.650% per annum. Interest is payable semi-annually on March 15 and September 15, commencing on March 15, 2026. The Bonds are redeemable at any time at PECO's option as provided in the Supplemental Indenture. A copy of the Supplemental Indenture, which establishes the terms of the Bonds, is attached hereto as Exhibit 4.1 and is incorporated herein by reference.
In connection with the issuance of the Bonds, Ballard Spahr LLP provided PECO with the legal opinions attached to this Current Report as Exhibit 5.1 and Exhibit 8.1.
A copy of the Underwriting Agreement dated September 3, 2025 among PECO, BNY Mellon Capital Markets, LLC, Citigroup Global Markets Inc., PNC Capital Markets LLC, Scotia Capital (USA) Inc. and U.S. Bancorp Investments, Inc., as representatives of the several underwriters named therein is filed as Exhibit 1.1 to this report.