Exelon Corporation

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On August 25, 2026, Exelon Corporation (“Exelon”) announced that Michael Innocenzo will depart from his roles as Executive Vice President and Chief Operating Officer of Exelon, President and Chief Executive Officer of PECO Energy Company (“PECO”), and director and Board Chair of Commonwealth Edison Company (“ComEd”), effective in 2027 on a date to be determined. Mr. Innocenzo will remain in his current roles until his departure date and assist in the orderly transition of his duties. In addition, Exelon announced that Jeanne Jones, currently serving as Exelon’s Executive Vice President and Chief Finance Officer, Audit and Risk, will assume responsibility for Exelon’s corporate strategy function in an expanded role and be named Executive Vice President of Finance and Strategy, effective October 5, 2026. Effective the same day, (1) Robert Kleczynski, currently Exelon’s Senior Vice President, Controller and Tax, will assume the role of Exelon’s Executive Vice President and Chief Financial Officer and become Exelon’s principal financial officer, and (2) Caroline Fulginiti, currently Exelon’s Vice President and Assistant Controller, will assume the role of Vice President and Controller and become Exelon’s principal accounting officer. Ms. Jones, age 47, has served in her current role since January 2026. Prior to that, she served as Executive Vice President and Chief Financial Officer beginning in October 2022, as Senior Vice President, Corporate Finance, beginning in November 2021, and as Senior Vice President, Chief Financial Officer and Treasurer of ComEd beginning in June 2018. Mr. Kleczynski, age 57, has served in his current role since June 2023 and, prior to that, served as Senior Vice President and General Tax Officer beginning in February 2020. Ms. Fulginiti, age 49, has served in her current role since February 2024 and previously served as Director of Accounting for PECO beginning in January 2020. In connection with their new roles, effective as of October 5, 2026, (1) Mr. Kleczynski’s compensation will include a base salary of $650,000, an annual incentive program target opportunity of 90% of his base salary, and a long-term incentive (“LTI”) target award valued at $1,765,000 and to be granted in 2027, consistent with the terms of the Exelon Long-Term Incentive Plan (“LTIP”) and (2) Ms. Fulginiti’s compensation will include a base salary of $325,000, an annual incentive program target opportunity of 40% of her base salary, and a LTI target award valued at $226,000 and to be granted in 2027, consistent with the terms of the LTIP. In the case of Mr. Kleczynski, LTIs include performance share awards (accounting for 67% of target LTI value) and restricted stock units (“RSUs”) (accounting for 33% of target LTI value). Payouts on both the annual incentive program and the performance share awards will be based on the achievement of pre-established performance targets. No new compensatory arrangements have been entered into at this time with Ms. Jones in connection with her new role. Mses. Jones and Fulginiti and Mr. Kleczynski remain eligible for benefits similar to those of other Exelon executives, including participation in Exelon’s health, welfare, retirement, relocation, and severance plans. Exelon also announced that Joshua Levin, ComEd’s Senior Vice President, Chief Financial Officer and Treasurer, will depart from ComEd effective January 1, 2027, at which point he will assume the role of Senior Vice President of Finance of Exelon. Andrew Plenge, currently ComEd’s Vice President, Strategy & Energy Policy, will succeed Mr. Levin as ComEd’s Senior Vice President, Chief Financial Officer and Treasurer, effective the same day. Mr. Plenge, age 48, has served in his current role since November 2025 and previously served as Exelon’s Vice President of Investor Relations beginning in November 2021 and Director, BSC Finance beginning in May 2020. In connection with his new role, effective as of January 1, 2027, Mr. Plenge’s compensation will include a base salary of $375,000, an annual incentive program target opportunity of 50% of his base salary, and a LTI target award valued at $372,000, consistent with the terms of the LTIP. LTIs include performance share awards (accounting for 67% of target LTI value) and RSUs (accounting for 33% of target LTI value). Payouts on both the annual incentive program and the performance share awards will be based on the achievement of pre-established performance targets. There are no arrangements or understandings between any of Mses. Jones and Fulginiti and Messrs. Kleczynski and Plenge and any other person pursuant to which they will be appointed to serve in their new roles. There are no family relationships between any of Mses. Jones and Fulginiti and Messrs. Kleczynski and Plenge and any director or executive officer of Exelon or ComEd, and none of Mses. Jones and Fulginiti and Messrs. Kleczynski and Plenge has a direct or indirect material interest in any “related party” transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Item 7.01 Regulation FD Disclosure. Exelon reaffirms its previously disclosed 2026 Adjusted (non-GAAP) operating earnings guidance range of $2.81-$2.91 per share and reaffirms its previously disclosed expectation for cumulative annualized Adjusted (non-GAAP) operating earnings growth from 2025 to 2029 to be near the top end of the 5 to 7 percent range. On August 25, 2026, Exelon issued a press release announcing the executive leadership changes. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The information contained in this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth in such a filing.