			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
			April 12, 2024
			September 10, 2024
			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

000-16844

PECO ENERGY COMPANY

23-0970240

(a Pennsylvania corporation)

P.O. Box 8699

2301 Market Street

Philadelphia, Pennsylvania 19101-8699

(215) 841-4000


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

PECO ENERGY COMPANY:

N/A

Trust Receipts of PECO Energy Capital Trust III, each representing a 7.38% Cumulative Preferred Security, Series D, $25 stated value, issued by PECO Energy Capital, L.P. and unconditionally guaranteed by PECO Energy Company

EXC/28

New York Stock Exchange


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 31.01. ~~Notice~~Entry ofinto ~~Delisting or Failure to Satisfy~~ a ~~Continued~~Material ~~Listing~~Definitive ~~Rule or Standard;~~ Agreement

~~Transfer~~On September 10, 2024, PECO Energy Company (PECO) issued $575 million aggregate principal amount of ~~Listing~~its First and Refunding Mortgage Bonds, 5.250% Series due September 15, 2054 (the Bonds). See Item 2.03 below for a description of those bonds and related agreements.

OnItem ~~April~~2.03. ~~12,~~Creation ~~2024, PECO Energy Company ("PECO”) announced that it will voluntarily delist the Trust Receipts~~ of ~~PECO Energy Capital Trust III (the “Trust”), each representing~~ a ~~7.38%~~Direct ~~Cumulative~~Financial ~~Preferred~~Obligation ~~Security,~~or ~~Series~~an D,Obligation ~~$25~~under ~~stated~~an ~~value,~~Off-Balance ~~issued~~Sheet byArrangement ~~PECO Energy Capital, L.P. and unconditionally guaranteed by PECO (the “Securities”), from The New York Stock Exchange (the “NYSE”). Given the relatively low trading volume~~ of ~~the Securities on the NYSE over~~ a ~~sustained~~Registrant ~~period of time and the limited number of holders of the Securities, PECO believes that the financial and administrative costs associated with maintaining the NYSE listing are no longer justified.~~

~~PECO~~On ~~intends~~September to10, ~~file~~2024, aPECO ~~Form~~issued ~~25,~~$575 ~~Notification~~million ofaggregate ~~Removal~~principal ~~from~~amount ~~Listing~~of ~~and/or~~its ~~Registration,~~First ~~under~~and ~~Section~~Refunding ~~12(b)~~Mortgage ofBonds, ~~the~~5.250% ~~Securities~~Series ~~Exchange~~due ~~Act~~September of15, ~~1934~~2054. The ~~with~~Bonds ~~the~~were ~~Securities~~issued ~~and~~pursuant ~~Exchange~~to ~~Commission~~PECO’s ~~(the~~First ~~“SEC”)~~ and ~~the~~Refunding ~~NYSE~~Mortgage, ondated oras ~~about~~of ~~April~~May 221, ~~2024~~1923, ~~notifying~~as ~~the~~amended ~~SEC~~and ofsupplemented ~~the~~and ~~removal~~as ~~from~~further ~~listing~~amended ofand supplemented by the ~~Securities.~~One ~~PECO~~Hundred ~~has~~and ~~not~~Twenty-Fourth ~~arranged~~Supplemental ~~for~~Indenture, ~~the~~dated ~~Securities~~as toof beAugust ~~listed~~15, on2024 ~~another~~(the ~~national~~Supplemental ~~securities~~Indenture). The ~~exchange~~Bonds orwere ~~for~~registered ~~quotation~~under the Securities Act of ~~its~~1933, ~~security~~as inamended, pursuant to a ~~quotation~~shelf ~~medium~~registration ~~(i.e.,~~statement ~~the~~on ~~OTC~~Form ~~market~~S-3 (Registration No. 333-277223).

APECO ~~copy~~will ofuse ~~PECO’s~~the ~~press~~net ~~release~~proceeds ~~announcing~~from ~~its~~the ~~voluntary~~sale ~~delisting~~of ~~from~~ the ~~NYSE~~Bonds isto ~~attached~~refinance ~~hereto~~currently asoutstanding ~~Exhibit~~commercial ~~99.1~~paper and isfor ~~incorporated~~general ~~herein~~corporate ~~by reference~~purposes.

The Bonds carry an interest rate of 5.250% per annum, which is payable semi-annually in arrears on March 15 and September 15, commencing on March 15, 2025. The Bonds are redeemable at any time at PECO’s option as provided in the Supplemental Indenture. A copy of the Supplemental Indenture, which establishes the terms of the Bonds, is attached hereto as Exhibit 4.1 and is incorporated herein by reference.

In connection with the issuance of the bonds, Ballard Spahr LLP provided PECO with the legal opinions attached to this Current Report as Exhibit 5.1 and Exhibit 8.1.

A copy of the Underwriting Agreement dated September 3, 2024 among PECO, BNP Paribas Securities Corp., Credit Agricole Securities (USA) Inc. and RBC Capital Markets, LLC, as representatives of the several underwriters named therein is filed as Exhibit 1.1 to this Current Report.

Item 9.01. Financial Statements and Exhibits

Exhibit No.						Description
99.1						Press release and earnings release attachments
101						Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.
104						Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

(d) Exhibits.

The following exhibits are filed herewith and are exhibits to the Registration Statement on Form S-3, Registration No. 333-277223, as noted below:


Exhibit No.						Description
1.1						Underwriting Agreement dated September 3, 2024 among PECO, BNP Paribas Securities Corp., Credit Agricole Securities (USA) Inc. and RBC Capital Markets, LLC, as representatives of the several underwriters, as representatives of the several underwriters named therein
4.1						One Hundred and Twenty-Fourth Supplemental Indenture dated as of August 15, 2024 from PECO to U.S. Bank National Association, as trustee
5.1						Exhibit 5 Opinion of Ballard Spahr LLP
8.1						Exhibit 8 Opinion of Ballard Spahr LLP
101						Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.
104						Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

* * * * *

This Current Report contains certain forward-looking statements within the meaning of federal securities laws that are subject to risks and uncertainties. Words such as “could,” “may,” “expects,” “anticipates,” “will,” “targets,” “goals,” “projects,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “predicts,” “should,” and variations on such words, and similar expressions that reflect our current views with respect to future events and operational, economic, and financial performance, are intended to identify such forward-looking statements.

The factors that could cause actual results to differ materially from the forward-looking statements made by PECO include those factors discussed herein as well as the items discussed in (1) PECO's 2023 Annual Report on Form 10-K in (a) Part I, ITEM 1A. Risk Factors, (b) Part II, ITEM 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations, and (c) Part II, ITEM 8. Financial Statements and Supplementary Data: Note 18, Commitments and Contingencies; and (2) other factors discussed in filings with the SEC by PECO.

K in (a) Part I, ITEM 1A. Risk Factors, (b) Part II, ITEM 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations, and (c) Part II, ITEM 8. Financial Statements and Supplementary Data: Note 18, Commitments and Contingencies; (2) PECO's Second Quarter 2024 Quarterly Report on Form 10-Q in (a) Part II, ITEM 1A. Risk Factors, (b) Part I, ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations, and (c) Part I, ITEM 1. Financial Statements: Note 11, Commitments and Contingencies; and (3) other factors discussed in filings with the Securities and Exchange Commission by PECO.

Investors are cautioned not to place undue reliance on these forward-looking statements, whether written or oral, which apply only as of the date of this Current Report. PECO undertakes no obligation to publicly release any revision to its forward-looking statements to reflect events or circumstances after the date of this Current Report.

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.
















			PECO ENERGY COMPANY

			/s/ Marissa E. Humphrey
			Marissa E. Humphrey
			Senior Vice President, Chief Financial Officer and Treasurer

~~April~~September 1210, 2024

EXHIBIT INDEX

Exhibit No.						Description
99.1						Press release and earnings release attachments
1.1						Underwriting Agreement dated September 3, 2024 among PECO, BNP Paribas Securities Corp., Credit Agricole Securities (USA) Inc. and RBC Capital Markets, LLC, as representatives of the several underwriters, as representatives of the several underwriters named therein
4.1						One Hundred and Twenty-Fourth Supplemental Indenture dated as of August 15, 2024 from PECO to U.S. Bank National Association, as trustee
5.1						Exhibit 5 Opinion of Ballard Spahr LLP
8.1						Exhibit 8 Opinion of Ballard Spahr LLP
101						Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.
104						Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

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