Exelon (EXC) Form 4 EXELON / Michael Innocenzo ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Innocenzo Michael

(Last) (First) (Middle)

10 S DEARBORN STREET

54TH FLOOR

(Street)

CHICAGO IL 60603

(City) (State) (Zip)

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

3. Date of Earliest Transaction (Month/Day/Year)
02/03/2025

4. If Amendment, Date of 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

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	02/03/2025		M		2,346	A	(1)	67,878	D
Common Stock	02/03/2025		M		2,344	A	(1)	70,222	D
Common Stock	02/03/2025		M		5,542	A	(1)	75,764	D
Common Stock	02/03/2025		M		10,753	A	(2)	86,517	D
Common Stock	02/03/2025		F		6,748	D	$40.57	79,769	D
Common Stock	02/03/2025		D		3,690	D	$40.57	76,079	D
Common Stock ESPP								2,640	D

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 Securities Underlying Derivative Security (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: 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
2022 Restricted Stock Units(3)	(1)	02/03/2025		M			2,346	(1)	(1)	Common Stock	2,346	(1)	0	D
2023 Restricted Stock Units(4)	(1)	02/03/2025		M			2,344	(1)	(1)	Common Stock	2,344	(1)	2,345	D
2024 Restricted Stock Units(5)	(1)	02/03/2025		M			5,542	(1)	(1)	Common Stock	5,542	(1)	11,082	D
2025 Restricted Stock Units	(1)	02/03/2025		A		22,369		(1)	(1)	Common Stock	22,369	$0	22,369	D
2022-2024 Performance Shares	(2)	02/03/2025		A		10,753		(2)	(2)	Common Stock	10,753	$0	10,753	D
2022-2024 Performance Shares	(2)	02/03/2025		M			10,753	(2)	(2)	Common Stock	10,753	(2)	0	D
Deferred phantom share equivalents	(6)							(6)	(6)	Common Stock	2,195		2,195(7)	D

Explanation of Responses:

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 93 additional shares acquired through automatic dividend reinvestment during 2024.

4. Balance at the time of this vesting includes 187 additional shares acquired through automatic dividend reinvestment during 2024.

5. Balance at the time of this vesting includes 576 additional shares acquired through automatic dividend reinvestment during 2024.

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 January 31, 2025. Balance includes 82 additional phantom share equivalents acquired during 2024 through automatic dividend reinvestment.

Remarks:

	David T Skinner, attorney-in-fact for Michael Innocenzo	02/04/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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