Current Report · Items 7.01, 9.01 · 8-K

Exelon Corporation

EXCNASDAQEQUITYCurrent

Regulation FD Disclosure

Filed Nov 24, 2025Accepted Nov 24, 2025, 4:12 PM ESTCIK 1109357Accession 0001109357-25-000192

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EXCVVNASDAQ · EQUITY · Historical · closed Feb 1, 2022

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Items 7.01, 9.01

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Item 7.01Item 7.01 - Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. On November 18, 2025, the United States District Court for the Northern District of Illinois issued an order (the “Preliminary Approval Order”) granting preliminary approval of the proposed settlement of a consolidated stockholder derivative action captioned In re Exelon Corporation Derivative Litigation, No. 1:21-cv-03611 (N.D. Ill.) (the “Consolidated Derivative Action”). As previously disclosed, this proposed settlement of the Consolidated Derivative Action was reached through mediation efforts by the Special Litigation Committee (the “SLC”), the Independent Review Committee of the Exelon Corporation (the “Company”) Board of Directors (the “Board”) (which had been formed in 2022 to ensure the Board’s consideration of any SLC recommendations would be independent and objective), the Board, and certain of the derivative stockholders. The terms of the proposed settlement of the Consolidated Derivative Action are set forth in the Stipulation and Agreement of Settlement, attached hereto as Exhibit 99.2 and incorporated by reference herein. Pursuant to the Preliminary Approval Order, the Company is publishing the Notice of Pendency and Proposed Settlement of Consolidated Derivative Action, attached hereto as Exhibit 99.1 and incorporated by reference herein. The information set forth in and incorporated by reference into this Item 7.01 of this Current Report on Form 8-K is being furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any of the Company’s filings under the Securities Act of 1933 or the Securities Exchange Act of 1934, whether made before or after the date hereof and regardless of any general incorporation language in such filings, except to the extent expressly set forth by specific reference in such a filing. The furnishing of this Item 7.01 of this Current Report on Form 8-K shall not be deemed an admission as to the materiality of any information herein that is required to be disclosed solely by reason of Regulation FD.

Filed exhibits (2)

EX-99.1 (by filename) exc-20251124ex991.htm

EX-99.1 2 exc-20251124ex991.htm EX-99.1 exc-20251124ex991 UNITED STATES DISTRICT COURT NORTHERN DISTRICT OF ILLINOIS EASTERN DIVISION IN RE EXELON CORPORATION DERIVATIVE LITIGATION Case No. 21-cv-03611 Hon. John Robert Blakey NOTICE OF PENDENCY AND PROPOSED SETTLEMENT OF CONSOLIDATED DERIVATIVE ACTION TO: ALL RECORD HOLDERS AND BENEFICIAL OWNERS OF COMMON STOCK OF EXELON CORPORATION (“EXELON” OR THE “COMPANY”) AS OF JUNE 9, 2023. PLEASE READ THIS NOTICE CAREFULLY AND IN ITS ENTIRETY. THIS NOTICE RELATES TO A PROPOSED SETTLEMENT AND DISMISSAL OF THE ABOVE-CAPTIONED CONSOLIDATED DERIVATIVE ACTION (THE “CONSOLIDATED DERIVATIVE ACTION”) AND CONTAINS IMPORTANT INFORMATION REGARDING YOUR RIGHTS. YOUR RIGHTS MAY BE AFFECTED BY THIS LEGAL PROCEEDING. IF THE COURT APPROVES THE SETTLEMENT AND DISMISSAL OF THE CONSOLIDATED DERIVATIVE ACTION, YOU WILL BE FOREVER BARRED FROM CONTESTING THE APPROVAL OF THE PROPOSED SETTLEMENT AND FROM PURSUING THE RELEASED CLAIMS (INCLUDING UNKNOWN CLAIMS). IF YOU HOLD EXELON COMMON STOCK FOR THE BENEFIT OF ANOTHER, PLEASE PROMPTLY TRANSMIT THIS DOCUMENT TO SUCH BENEFICIAL OWNER. THE COURT HAS MADE NO FINDINGS OR DETERMINATIONS CONCERNING THE MERITS OF THE …

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EX-99.2 (by filename) exc-20251124ex992.htm

EX-99.2 3 exc-20251124ex992.htm EX-99.2 exc-20251124ex992 UNITED STATES DISTRICT COURT NORTHERN DISTRICT OF ILLINOIS EASTERN DIVISION MICHAEL DYBAS, WILLIAM GRUNZE, and BENJAMIN JASON WAX, Derivatively on Behalf of EXELON CORPORATION, Plaintiff, v. Case No. 23-cv-03318 CHRISTOPHER M. CRANE, JOSEPH DOMINGUEZ, WILLIAM A. VON HOENE, JR., ANTHONY K. ANDERSON, ANN C. BERZIN, LAURIE BRLAS, YVES DE BALMANN, NICHOLAS DEBENEDICTIS, LINDA JOJO, PAUL JOSKOW, ROBERT J. LAWLESS, RICHARD W. MIES, MAYO A. SHATTUCK III, STEPHEN D. STEINOUR, JOHN F. YOUNG, and ANNE R. PRAMAGGIORE, Defendants, - and - EXELON CORPORATION, a Pennsylvania Corporation, Nominal Defendant. Hon. John Robert Blakey STIPULATION AND AGREEMENT OF SETTLEMENT This Stipulation and Agreement of Settlement dated as of June 9, 2023 (the "Stipulation") is made and entered into by and among the following parties (the "Settling Parties") through their respective counsel: (i) Michael Dybas ("Dybas"), William Grunze ("Grunze"), and Benjamin Jason Wax ("Wax," and collectively with Dybas and Grunze, "Plaintiffs"), Plaintiffs in a shareholder derivative action pending in the U.S. District Court for the Northern District of Illinois, ca…