Exelon to implement ESP blackout for vendor change in December 2025

Rhea-AI Filing Summary

Exelon Corporation reported that it will change the vendor for its Employee Savings Plan (ESP) effective on or about December 22, 2025. To complete this transition, the company will impose a blackout period when ESP participants and beneficiaries cannot change contribution rates, move investments (including into or out of Exelon common stock), or request loans, withdrawals, or distributions from their ESP accounts.

The blackout period is expected to start at 4:00 p.m. Eastern Time on December 3, 2025 and end during the week of December 22, 2025. Exelon also notified its directors and executive officers that, during this blackout, they are prohibited from trading Exelon common stock or related derivative securities acquired in connection with their roles at the company. A formal blackout notice is filed as an exhibit, and investors can request details about the actual blackout dates from Exelon’s Corporate Secretary.

Pennsylvania10 South Dearborn StreetP.O. Box 805379ChicagoIllinois60680-5379(800)483-3220☐0001109357False00011093572025-11-182025-11-18

			UNITED STATES SECURITIES AND EXCHANGE COMMISSION
			Washington, D.C. 20549
			FORM			8-K
			CURRENT REPORT
			Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
			November 18, 2025
			Date of Report (Date of earliest event reported)

Commission File Number

Name of Registrant; State or Other Jurisdiction of Incorporation; Address of Principal Executive Offices; and Telephone Number

IRS Employer Identification Number

001-16169

EXELON CORPORATION

23-2990190

(a Pennsylvania corporation) 10 South Dearborn Street P.O. Box 805379 Chicago, Illinois 60680-5379 (800) 483-3220

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

EXELON CORPORATION:

Common Stock, without par value

EXC

The Nasdaq Stock Market LLC

Indicate by check mark whether any of the registrants are emerging growth companies as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐

If an emerging growth company, indicate by check mark if any of the registrants have elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.04. Temporary Suspension of Trading Under Registrant’s Employee Benefit Plans.

Exelon Corporation (the “Company” or “Exelon”) will be effecting a vendor change for its Employee Savings Plan (the “ESP”) effective on or about December 22, 2025. As a result of this transition, there will be a blackout period during which participants and beneficiaries in the ESP will be temporarily unable to change their contribution rate, direct or diversify investments in their individual accounts (including transfers into or out of Exelon Corporation common stock), or obtain a loan, withdrawal or distribution from their ESP account. The blackout period is expected to begin at 4:00 p.m. Eastern Time on December 3, 2025, and end during the week of December 22, 2025 (the “Plan Blackout Period”).

On November 18, 2025, the Company sent a notice (the “Blackout Notice”) to its directors and executive officers pursuant to Section 306(a) of the Sarbanes-Oxley Act of 2002 and Section 104 of Regulation BTR under the Securities Exchange Act of 1934, as amended. The Blackout Notice informed directors and executive officers that during the Plan Blackout Period, they will be prohibited from directly or indirectly purchasing, selling, or otherwise acquiring, disposing or transferring shares of Exelon common stock or derivative securities, acquired in connection with their service as a director or employment as an executive officer of the Company.

A copy of the Blackout Notice is attached as Exhibit 99.1 and is incorporated by reference in this Current Report on Form 8-K. During the Plan Blackout Period and for a period of two years after the ending date of the Plan Blackout Period, security holders or other interested persons may obtain, without charge, information about the actual beginning and ending dates of the Plan Blackout Period and other information regarding the Plan Blackout Period from Exelon’s Corporate Secretary by sending a written request to Exelon Corporation, Attn: Corporate Secretary, 10 South Dearborn Street, P.O. Box 805398, Chicago, Illinois 60680-5398, or by calling (800) 483-3220.

Item 9.01. Financial Statements and Exhibits.

(d)    Exhibits.

Exhibit No.						Description
99.1						Notice Provided to Directors and Executive Officers of Exelon Corporation, dated November 18, 2025.
104						Cover Page Interactive Data File (formatted as Inline XBRL)

* * * * *

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

EXELON CORPORATION

/s/ Colette D. Honorable

Colette D. Honorable

Executive Vice President, Chief Legal Officer and Corporate Secretary

November 18, 2025

EXHIBIT INDEX

Exhibit No.						Description
99.1						Notice Provided to Directors and Executive Officers of Exelon Corporation, dated November 18, 2025.
104						Cover Page Interactive Data File (formatted as Inline XBRL)

FAQ

What did Exelon Corporation (EXC) disclose in this Form 8-K?

Exelon Corporation disclosed a planned vendor change for its Employee Savings Plan (ESP) that will require a temporary blackout period, limiting participants’ ability to change contributions, move investments, or request loans, withdrawals, or distributions during that time.

When is the Exelon (EXC) Employee Savings Plan blackout period scheduled?

The blackout period for Exelon’s Employee Savings Plan is expected to begin at 4:00 p.m. Eastern Time on December 3, 2025 and end during the week of December 22, 2025.

How does the ESP blackout period affect Exelon (EXC) plan participants and beneficiaries?

During the blackout period, ESP participants and beneficiaries will not be able to change their contribution rate, direct or diversify investments in their accounts (including transfers into or out of Exelon common stock), or obtain a loan, withdrawal, or distribution from their ESP accounts.

What restrictions apply to Exelon (EXC) directors and executive officers during the blackout?

Exelon’s directors and executive officers were notified that during the Plan Blackout Period they are prohibited from directly or indirectly purchasing, selling, or otherwise acquiring, disposing, or transferring Exelon common stock or derivative securities acquired in connection with their service or employment.

How can investors obtain details about the actual blackout dates for Exelon’s ESP?

During the Plan Blackout Period and for two years after it ends, security holders and other interested persons may request information about the actual beginning and ending dates and other details by contacting Exelon’s Corporate Secretary at the company’s Chicago mailing address or by calling (800) 483-3220.

What exhibit did Exelon (EXC) file related to the ESP blackout?

Exelon filed Exhibit 99.1, which is the Notice Provided to Directors and Executive Officers of Exelon Corporation dated November 18, 2025, describing the blackout restrictions. Exhibit 104 covers the Inline XBRL cover page data.