爱克斯龙电力美股招股说明书(2025-02-13版)

TABLE OF CONTENTSThe information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities and we are not soliciting an offer tobuy these securities in any jurisdiction where the offer or sale is not permitted. PROSPECTUS SUPPLEMENT(To Prospectus Dated May 1, 2024) Exelon Corporation $% Fixed-to-Fixed Reset RateJunior Subordinated Notes due 20 Exelon Corporation (“Exelon”) is offering $aggregate principal amount of our%Fixed-to-Fixed Reset Rate Junior Subordinated Notes due 20(the “notes”). The notes will bear interest(i) from and including February, 2025 (the “original issue date”) to, but excluding,, 20at therate of% per annum and (ii) from and including, 203 , during each Reset Period (as definedherein) at a rate per annum equal to the Five-year U.S. Treasury Rate (as defined herein) as of the mostrecent Reset Interest Determination Date (as defined herein) plus a spread of%, to be reset oneach Reset Date (as defined herein), and will mature on March 15, 20 . Interest on the notes will bepayable semi-annually in arrears on March 15 and September 15 of each year, beginning onSeptember 15, 2025. So long as no event of default (as defined herein) with respect to the notes has occurred and iscontinuing, we may, at our option, defer interest payments on the notes, from time to time, for one ormore deferral periods of up to 20 consecutive semi-annual Interest Payment Periods (as defined herein)each. During any deferral period, interest on the notes will continue to accrue at the then-applicableinterest rate on the notes (as reset from time to time on any Reset Date occurring during such deferralperiod in accordance with the terms of the notes) and, in addition, interest on deferred interest will accrueat the then-applicable interest rate on the notes (as reset from time to time on any Reset Date occurringduring such deferral period in accordance with the terms of the notes), compounded semi-annually, to theextent permitted by applicable law. See “Description of the Notes — Option to Defer Interest Payments.” The notes will be issued in denominations of $2,000 and integral multiples of $1,000 in excessthereof. At our option, we may redeem the notes at the times and at the applicable redemption pricesdescribed in this prospectus supplement. The notes will be our unsecured obligations and will rank juniorand subordinated in right of payment to the prior payment in full of our existing and future SeniorIndebtedness (as defined herein). The notes will rank equally in right of payment with any futureunsecured indebtedness that we may incur from time to time if the terms of such indebtedness provide thatit ranks equally with the notes in right of payment. We do not intend to list the notes on any securities exchange or automated dealer quotation system.The notes will be new securities for which there currently is no public market. Investing in our notes involves certain risks. You should carefully read this prospectus supplement andthe accompanying base prospectus, including the documents incorporated by reference herein and therein,before you make your investment decision. See the “Risk Factors” section beginning on page S-11 of thisprospectus supplement, as well as under “Risk Factors” in our Annual Report on Form 10-K for the yearended December 31, 2024, which is incorporated by reference herein, for more information. (1) Plus accrued interest from February, 2025, if settlement occurs after that date. Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission hasapproved or disapproved of these securities or determined if this prospectus supplement or the accompanyingprospectus is truthful or complete. Any representation to the contrary is a criminal offense. The notes are expected to be delivered in book-entry form only through the facilities of TheDepository Trust Company (“DTC”), including Clearstream Banking S.A. (“Clearstream”), and/orEuroclear Bank S.A./N.V. (“Euroclear”), against payment in New York, New York on or about February, 2025. Credit Agricole CIBRBC Capital Markets Wells Fargo Securities Senior Co-ManagersLoop Capital MarketsM&T SecuritiesThe date of this prospectus supplement is February, 2025. We urge you to carefully read this prospectus supplement and the accompanying prospectus,which describe the terms of the offering of the notes, before you make your investment decision.This prospectus supplement, the accompanying prospectus and any related free writingprospectus required to be filed with the SEC that we prepare or authorize contain andincorporate by reference information that you should consider when making your investmentdecisions. We have not, and the underwriters have not, authorized anyone else to provide youwith different information. If anyone provides you with different or inconsistent information, y