Skip to content
Baker Capital StrategiesMARKETS. FILINGS. PERSPECTIVE.
Powered by THEMA

Baker Capital Strategies

Free Registration

Register for access to news, tools, alerts and reports.

THEMA Basic included at launch.

Use at least 8 characters.

Current Report · Items 1.01, 2.03, 9.01 · 8-K

COMMONWEALTH EDISON CO

Entry into a Material Definitive Agreement · Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement

Item 1.01. Entry into a Material Definitive Agreement. On May 14, 2026, Commonwealth Edison Company (ComEd) issued $600 million aggregate principal amount of its First Mortgage 4.550% Bonds, Series 139, due June 1, 2031 (Series 139 Bonds), and $825 million aggregate principal amount of its First Mortgage 5.850% Bonds, Series 140, due June 1, 2056 (Series 140 Bonds and, together with the Series 139 Bonds, the Bonds).…

Filed May 14, 2026Accepted May 14, 2026, 12:10 PM EDTCIK 22606Accession 0000022606-26-000017
Share

Company context

Historical securities (1)

Recent company filings

  1. 424B2 filingMay 8, 2026
  2. FWP filingMay 7, 2026
  3. 424B2 filingMay 7, 2026
  4. ARS filingApr 24, 2026
  5. DEF 14C filingApr 24, 2026

Disclosure sections

Items 1.01, 2.03, 9.01

Select an item to read the extracted section. The as-filed document remains the primary evidence.

Item 1.01Item 1.01 - Entry into Material Agreement
Item 1.01. Entry into a Material Definitive Agreement. On May 14, 2026, Commonwealth Edison Company (ComEd) issued $600 million aggregate principal amount of its First Mortgage 4.550% Bonds, Series 139, due June 1, 2031 (Series 139 Bonds), and $825 million aggregate principal amount of its First Mortgage 5.850% Bonds, Series 140, due June 1, 2056 (Series 140 Bonds and, together with the Series 139 Bonds, the Bonds). See Item 2.03 below for a description of the Bonds and related agreements.
Item 2.03Item 2.03 - Creation of Direct Financial Obligation
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. On May 14, 2026, ComEd issued $600 million aggregate principal amount of its First Mortgage 4.550% Bonds, Series 139, due June 1, 2031, and $825 million aggregate principal amount of its First Mortgage 5.850% Bonds, Series 140, due June 1, 2056. The Bonds were issued pursuant to ComEd’s Mortgage dated July 1, 1923, as amended and supplemented by supplemental indentures, including the Supplemental Indenture dated August 1, 1944 (Mortgage) and the Supplemental Indenture dated as of May 1, 2026 (Supplemental Indenture). The Mortgage is a first mortgage on ComEd’s utility plant. The proceeds of the Bonds will be used by ComEd (i) to redeem $500 million of its First Mortgage 2.550% Bonds, Series 120 due June 15, 2026 and (ii) for general corporate purposes. The Bonds were registered under the Securities Act of 1933, as amended, pursuant to ComEd’s Registration Statement on Form S-3 (Registration No. 333-284911-01), as amended, filed with the Securities and Exchange Commission (SEC), which registration statement was declared effective by the SEC on April 8, 2025. The Series 139 Bonds carry an interest rate of 4.550% per annum, and the Series 140 Bonds carry an interest rate of 5.850% per annum. Interest on the Bonds is payable semi-annually on June 1 and December 1, commencing December 1, 2026. The Bonds are redeemable in whole or in part at ComEd’s option at any time prior to May 1, 2031 (one month prior to the maturity date of the Series 139 bonds) (Series 139 Par Call Date), in the case of the Series 139 Bonds, or prior to December 1, 2055 (six months prior to the maturity date of the Series 140 bonds) (Series 140 Par Call Date), in the case of the Series 140 Bonds, at a redemption price equal to the greater of 100% of the principal amount to be redeemed or a “make-whole” redemption price calculated as provided in the Supplemental Indenture, plus accrued and unpaid interest to the redemption date. On or after the Series 139 Par Call Date, in the case of the Series 139 Bonds, or on or after the Series 140 Par Call Date, in the case of the Series 140 Bonds, we may redeem the Bonds, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the Bonds being redeemed plus accrued and unpaid interest thereon to the redemption date. A copy of the Supplemental Indenture, which sets forth 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 ComEd with the legal opinion attached to this Current Report as Exhibit 5.1. A copy of the Underwriting Agreement dated May 7, 2026 among ComEd and BofA Securities, Inc., Citigroup Global Markets Inc., Loop Capital Markets LLC, RBC Capital Markets, LLC and U.S. Bancorp Investments, Inc., as representatives of the several underwriters named therein, is filed as Exhibit 1.1 to this Current Report. Some of the underwriters and their affiliates have engaged in, and may in the future engage in, investment banking and other commercial dealings in the ordinary course of business with ComEd and its affiliates. They have received customary fees and commissions for these transactions. In addition, some of the underwriters or some of the banking affiliates of the underwriters are lending parties in ComEd’s revolving credit facility.
Filed exhibits (1)
EX-4.1 (by filename) exc-20260514ex41.htm

EX-4.1 3 exc-20260514ex41.htm EX-4.1 exc-20260514ex41 This instrument was prepared by, and when recorded should be returned to: Melissa Ramirez, Esq. Assistant General Counsel Commonwealth Edison Company 10 South Dearborn, 52SE Chicago, IL 60603 SUPPLEMENTAL INDENTURE Dated as of May 1, 2026 COMMONWEALTH EDISON COMPANY to THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. Trustee Under Mortgage Dated July 1, 1923, and Certain Indentures Supplemental Thereto Providing for Issuance of FIRST MORTGAGE 4.550% BONDS, SERIES 139 Due June 1, 2031 FIRST MORTGAGE 5.850% BONDS, SERIES 140 Due June 1, 2056 1 THIS SUPPLEMENTAL INDENTURE, dated as of May 1, 2026, between COMMONWEALTH EDISON COMPANY, a corporation organized and existing under the laws of the State of Illinois (hereinafter called the “Company”) having an address at 10 South Dearborn Street, 49th floor, Chicago, Illinois 60603, party of the first part and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association organized and existing under the laws of the United States of America having an address at 311 South Wacker Drive, Suite 6200B, Mail Box #44, Chicago, Illinois 60606, as Trustee, under the Mortgage …

Open exhibit ↗