Sec Form 4 Filing - Littleton Gayle @ EXELON CORP - 2024-01-29

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

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Littleton Gayle 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 Legal Officer (Last) (First) (Middle) 10 S DEARBORN STREET, 54TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 01/29/2024 (Street) CHICAGO, IL60603 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 01/29/2024 M 4,812 A 32,781 D Common Stock 01/29/2024 M 3,682 A 36,463 D Common Stock 01/29/2024 M 4,612 A 41,075 D Common Stock 01/29/2024 M 32,151 A 73,226 D Common Stock 01/29/2024 F 20,047 D $ 35.29 53,179 D Common Stock 01/29/2024 D 8,954 D $ 35.29 44,225 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 2024 Restricted Stock Units ( 1 ) 01/29/2024 A 16,505 ( 1 ) ( 1 ) Common Stock 16,505 ( 1 ) 16,505 D 2023 Restricted Stock Units ( 3 ) ( 1 ) 01/29/2024 M 4,812 ( 1 ) ( 1 ) Common Stock 4,812 ( 1 ) 9,624 D 2022 Restricted Stock Units ( 4 ) ( 1 ) 01/29/2024 M 3,682 ( 1 ) ( 1 ) Common Stock 3,682 ( 1 ) 3,682 D 2021 Restricted Stock Units ( 5 ) ( 1 ) 01/29/2024 M 4,612 ( 1 ) ( 1 ) Common Stock 4,612 ( 1 ) 0 D 2021-2023 Performance Shares ( 2 ) 01/29/2024 A 32,151 ( 2 ) ( 2 ) Common Stock 32,151 ( 2 ) 32,151 D 2021-2023 Performance Shares ( 2 ) 01/29/2024 M 32,151 ( 2 ) ( 2 ) Common Stock 32,151 ( 2 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Littleton Gayle 10 S DEARBORN STREET 54TH FLOOR CHICAGO, IL60603 EVP & Chief Legal Officer Signatures Elizabeth M Hensen, attorney-in-fact for Gayle E Littleton 01/30/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Restricted stock unit (RSU) award granted under the Exelon LTIP. Award vests in 1/3 increments at the January or February meeting of the Exelon Comp. Committee 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 Exelon LTIP for the three-year performance period referenced in Column 1 based upon the Comp. Committee'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 Plan's terms with respect to individual stock ownership levels. Performance share awards vest immediately on their grant date. ( 3 )Pre-vesting balance includes 508 shares acquired through automatic dividend reinvestment during 2023. ( 4 )Pre-vesting balance includes 259 shares acquired through automatic dividend reinvestment during 2023. ( 5 )Pre-vesting balance includes 162 shares acquired through automatic dividend reinvestment during 2023.

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 Viol ations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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