Exelon (EXC) SVP receives new stock awards and sells shares

Rhea-AI Filing Summary

Exelon Corporation senior vice president Robert A. Kleczynski reported multiple stock-based compensation transactions dated 02/02/2026. He converted 2023, 2024 and 2025 restricted stock units and 2023–2025 performance shares into a total of 12,287 shares of Exelon common stock at a conversion price of $0 per share.

On the same date, he received new grants of 5,673 restricted stock units and 7,019 performance shares, both at a stated price of $0. To cover taxes, 3,768 shares were withheld at $43.91 per share, and 4,963 shares of common stock were disposed of at $43.91 per share. After these transactions, he directly held 44,681 shares of Exelon common stock and 1,798 deferred phantom share equivalents.

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).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Kleczynski Robert A

(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)
	SVP, Controller & Tax

3. Date of Earliest Transaction (Month/Day/Year)
02/02/2026

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	02/02/2026		M		1,474	A	(1)	42,599	D
Common Stock	02/02/2026		M		1,684	A	(1)	44,283	D
Common Stock	02/02/2026		M		2,110	A	(1)	46,393	D
Common Stock	02/02/2026		M		7,019	A	(2)	53,412	D
Common Stock	02/02/2026		F		3,768	D	$43.91	49,644	D
Common Stock	02/02/2026		D		4,963	D	$43.91	44,681	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
2023 Restricted Stock Units(3)	(1)	02/02/2026		M			1,474	(1)	(1)	Common Stock	1,474	(1)	0	D
2024 Restricted Stock Units(4)	(1)	02/02/2026		M			1,684	(1)	(1)	Common Stock	1,684	(1)	1,683	D
2025 Restricted Stock Units(5)	(1)	02/02/2026		M			2,110	(1)	(1)	Common Stock	2,110	(1)	4,218	D
2026 Restricted Stock Units	(1)	02/02/2026		A		5,673		(1)	(1)	Common Stock	5,673	$0	5,673	D
2023-2025 Performance Shares	(2)	02/02/2026		A		7,019		(2)	(2)	Common Stock	7,019	$0	7,019	D
2023-2025 Performance Shares	(2)	02/02/2026		M			7,019	(2)	(2)	Common Stock	7,019	(2)	0	D
Deferred phantom share equivalents	(6)							(6)	(6)	Common Stock	1,798		1,798(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 53 additional shares acquired through automatic dividend reinvestment during 2025.

4. Balance at the time of this vesting includes 121 additional shares acquired through automatic dividend reinvestment during 2025.

5. Balance at the time of this vesting includes 227 additional shares acquired through automatic dividend reinvestment during 2025.

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 12/31/2025 and includes 62 phantom share equivalents accrued during 2025 through automatic dividend reinvestment.

Remarks:

	David T Skinner, attorney-in-fact for Robert A Kleczynski	02/04/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider activity did Exelon (EXC) report for Robert A. Kleczynski?

Exelon reported that SVP, Controller & Tax Robert A. Kleczynski converted vested restricted stock units and performance shares into common stock, received new equity awards, had shares withheld for taxes, and sold additional shares, all dated 02/02/2026, as part of his stock-based compensation.

How many Exelon shares did Robert A. Kleczynski acquire and sell on 02/02/2026?

On 02/02/2026, Kleczynski acquired 12,287 shares of Exelon common stock through the vesting and conversion of restricted stock units and performance shares. He then had 3,768 shares withheld for taxes and disposed of 4,963 shares at a price of $43.91 per share.

What new stock-based awards did Exelon grant to Robert A. Kleczynski?

Exelon granted Kleczynski 5,673 restricted stock units and 7,019 performance shares on 02/02/2026 at a stated price of $0. These awards were issued under the company’s Long Term Incentive Plan and are tied to vesting and performance conditions described in the filing footnotes.

What were Robert A. Kleczynski’s Exelon share holdings after the reported transactions?

Following the 02/02/2026 transactions, Kleczynski directly held 44,681 shares of Exelon common stock. He also held 1,798 deferred phantom share equivalents in a non-qualified deferred compensation plan stock fund, which will be settled in cash upon his termination from the company.

At what price were Exelon shares withheld and sold for Robert A. Kleczynski?

Shares related to Kleczynski’s awards were withheld and sold at $43.91 per Exelon share on 02/02/2026. A total of 3,768 shares were withheld to satisfy tax obligations, and 4,963 shares were disposed of at the same $43.91 per-share price.

What are the phantom share equivalents reported for Robert A. Kleczynski at Exelon (EXC)?

Kleczynski held 1,798 deferred phantom share equivalents in an Exelon stock fund within a non-qualified deferred compensation plan. These units are tied to Exelon common stock and short-term investments and will be settled for cash upon his termination, not delivered as shares.