STOCK TITAN

Exelon (EXC) COO records RSU vesting, new grant and share sale

Filing Impact
(Moderate)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

Exelon Corporation executive Michael Innocenzo, EVP & Chief Operating Officer, reported multiple equity compensation transactions dated 02/02/2026. Several batches of restricted stock units and performance shares were converted into Exelon common stock, increasing his directly held common shares to 86,802, plus 2,835 shares in an employee stock purchase plan.

He also received a new grant of 20,668 2026 restricted stock units and held 2,274 deferred phantom share equivalents as of 12/31/2025. To cover tax obligations on vesting, 9,547 shares of common stock were withheld at $43.91 per share, and he disposed of an additional 7,199 shares at the same price.

Positive

  • None.

Negative

  • None.
Insider Innocenzo Michael
Role EVP & Chief Operating Officer
Type Security Shares Price Value
Exercise 2023 Restricted Stock Units 2,432 $0.00 --
Exercise 2024 Restricted Stock Units 5,748 $0.00 --
Exercise 2025 Restricted Stock Units 7,734 $0.00 --
Grant/Award 2026 Restricted Stock Units 20,668 $0.00 --
Grant/Award 2023-2025 Performance Shares 11,555 $0.00 --
Exercise 2023-2025 Performance Shares 11,555 $0.00 --
Exercise Common Stock 2,432 $0.00 --
Exercise Common Stock 5,748 $0.00 --
Exercise Common Stock 7,734 $0.00 --
Exercise Common Stock 11,555 $0.00 --
Tax Withholding Common Stock 9,547 $43.91 $419K
Disposition Common Stock 7,199 $43.91 $316K
holding Deferred phantom share equivalents -- -- --
holding Common Stock ESPP -- -- --
Holdings After Transaction: 2023 Restricted Stock Units — 0 shares (Direct); 2024 Restricted Stock Units — 5,746 shares (Direct); 2025 Restricted Stock Units — 15,466 shares (Direct); 2026 Restricted Stock Units — 20,668 shares (Direct); 2023-2025 Performance Shares — 11,555 shares (Direct); Common Stock — 78,511 shares (Direct); Deferred phantom share equivalents — 2,274 shares (Direct); Common Stock ESPP — 2,835 shares (Direct)
Footnotes (1)
  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. 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. Balance at the time of this vesting includes 87 additional shares acquired through automatic dividend reinvestment during 2025. Balance at the time of this vesting includes 412 additional shares acquired through automatic dividend reinvestment during 2025. Balance at the time of this vesting includes 831 additional shares acquired through automatic dividend reinvestment during 2025. 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. Balance as of 12/31/2025 and includes 79 phantom share equivalents accrued during 2025 through automatic dividend reinvestment.
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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
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*
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)
02/02/2026
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 2,432 A (1) 78,511 D
Common Stock 02/02/2026 M 5,748 A (1) 84,259 D
Common Stock 02/02/2026 M 7,734 A (1) 91,993 D
Common Stock 02/02/2026 M 11,555 A (2) 103,548 D
Common Stock 02/02/2026 F 9,547 D $43.91 94,001 D
Common Stock 02/02/2026 D 7,199 D $43.91 86,802 D
Common Stock ESPP 2,835 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 2,432 (1) (1) Common Stock 2,432 (1) 0 D
2024 Restricted Stock Units(4) (1) 02/02/2026 M 5,748 (1) (1) Common Stock 5,748 (1) 5,746 D
2025 Restricted Stock Units(5) (1) 02/02/2026 M 7,734 (1) (1) Common Stock 7,734 (1) 15,466 D
2026 Restricted Stock Units (1) 02/02/2026 A 20,668 (1) (1) Common Stock 20,668 $0 20,668 D
2023-2025 Performance Shares (2) 02/02/2026 A 11,555 (2) (2) Common Stock 11,555 $0 11,555 D
2023-2025 Performance Shares (2) 02/02/2026 M 11,555 (2) (2) Common Stock 11,555 (2) 0 D
Deferred phantom share equivalents (6) (6) (6) Common Stock 2,274 2,274(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 87 additional shares acquired through automatic dividend reinvestment during 2025.
4. Balance at the time of this vesting includes 412 additional shares acquired through automatic dividend reinvestment during 2025.
5. Balance at the time of this vesting includes 831 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 79 phantom share equivalents accrued during 2025 through automatic dividend reinvestment.
Remarks:
David T Skinner, attorney-in-fact for Michael Innocenzo 02/04/2026
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transactions did Exelon (EXC) COO Michael Innocenzo report?

Michael Innocenzo reported vesting and conversion of multiple restricted stock unit and performance share awards into Exelon common stock on 02/02/2026. He also received a new 2026 RSU grant, had tax-withholding share disposals, and sold additional shares at a stated market price.

How many Exelon common shares does the COO hold after these Form 4 transactions?

Following the reported 02/02/2026 transactions, Michael Innocenzo directly held 86,802 shares of Exelon common stock. In addition, he held 2,835 shares through a Common Stock ESPP and 2,274 deferred phantom share equivalents in a non-qualified deferred compensation stock fund account.

What equity awards vested or were exercised for Exelon COO Michael Innocenzo?

2023, 2024, and 2025 restricted stock units and 2023-2025 performance shares were involved in transactions coded “M” on 02/02/2026. These derivative awards converted into Exelon common stock, with remaining unvested RSU balances still reported as directly owned derivative securities.

What new Exelon equity awards did the COO receive in this filing?

On 02/02/2026, Michael Innocenzo was granted 20,668 2026 Restricted Stock Units under Exelon’s Long Term Incentive Plan. These RSUs entitle him to receive an equal number of Exelon common shares upon vesting, according to the vesting schedule described in the plan footnotes.

Were any Exelon shares sold or withheld for taxes in this Form 4?

Yes. The filing shows 9,547 Exelon common shares withheld at $43.91 per share in a tax-related transaction coded “F.” It also discloses a separate disposition of 7,199 common shares at $43.91 per share, reducing his directly held common stock balance.

What are the deferred phantom share equivalents reported by Exelon’s COO?

Deferred phantom share equivalents represent units in an Exelon stock fund within a non-qualified deferred compensation plan. Innocenzo held 2,274 equivalents as of 12/31/2025. These units track Exelon stock and short-term investments and will be settled in cash upon his termination, not in actual shares.