EXELON CORP·4

Feb 4, 4:25 PM ET

Innocenzo Michael 4

4 · EXELON CORP · Filed Feb 4, 2026

Research Summary

AI-generated summary of this filing

Updated

Exelon (EXC) COO Innocenzo Michael Exercises Options, Sells Shares

What Happened

  • Innocenzo Michael, Chief Operating Officer of Exelon (EXC), exercised/converting derivative awards and received RSU and performance-share awards on 2026-02-02. The filing reports conversions totaling 27,469 shares (2,432 + 5,748 + 7,734 + 11,555) and awards totaling 32,223 shares (20,668 RSUs + 11,555 performance shares).
  • To satisfy tax and payment obligations, 9,547 shares were withheld/used to pay taxes at $43.91 per share (total $419,209) and 7,199 shares were disposed to the issuer at $43.91 per share (total $316,108). These withholdings/dispositions reflect standard tax/exercise-related settlements rather than open-market sales.

Key Details

  • Transaction date: February 2, 2026 (Form filed Feb 4, 2026 — appears timely).
  • Reported prices: $43.91 per share for tax withholding (9,547 shares; $419,209) and disposition to issuer (7,199 shares; $316,108). Other derivative exercise entries list no per-share price (conversion/vesting).
  • Shares reported acquired: 27,469 via exercise/conversion and 32,223 via awards (RSUs and performance shares).
  • Shares disposed/used: 9,547 (tax withholding) and 7,199 (returned to issuer).
  • Shares owned after the transactions: not specified in the provided filing details.
  • Transaction codes: M = exercise/conversion of derivative; A = grant/award; F = payment of exercise price/tax liability (withholding); D = disposition to issuer.
  • Notable footnotes: F1 = RSU award under LTIP (vests in 1/3 increments; each RSU pays one share on vesting); F2 = performance shares under LTIP (vest immediately on grant); F3–F5 note small additional shares from dividend reinvestment; F6–F7 relate to phantom share equivalents in a deferred-comp plan.

Context

  • These transactions appear to be vesting/conversion of incentives and an internal settlement of tax/exercise obligations (share withholding/disposition), a common practice when RSUs/performance shares vest or options are exercised. Withheld/returned shares to cover taxes or exercise costs are routine and do not necessarily signal the insider's market view.
  • For retail investors: awards and exercises indicate executive compensation realization. Purchases (buys) are generally more informative as bullish signals; these entries largely reflect compensation settlement rather than an independent purchase or open-market sale.

Insider Transaction Report

Form 4
Period: 2026-02-02
Innocenzo Michael
EVP & Chief Operating Officer
Transactions
  • Exercise/Conversion

    Common Stock

    [F1]
    2026-02-02+2,43278,511 total
  • Exercise/Conversion

    Common Stock

    [F1]
    2026-02-02+5,74884,259 total
  • Exercise/Conversion

    Common Stock

    [F1]
    2026-02-02+7,73491,993 total
  • Exercise/Conversion

    Common Stock

    [F2]
    2026-02-02+11,555103,548 total
  • Tax Payment

    Common Stock

    2026-02-02$43.91/sh9,547$419,20994,001 total
  • Disposition to Issuer

    Common Stock

    2026-02-02$43.91/sh7,199$316,10886,802 total
  • Exercise/Conversion

    2023 Restricted Stock Units

    [F3][F1]
    2026-02-022,4320 total
    Common Stock (2,432 underlying)
  • Exercise/Conversion

    2024 Restricted Stock Units

    [F4][F1]
    2026-02-025,7485,746 total
    Common Stock (5,748 underlying)
  • Exercise/Conversion

    2025 Restricted Stock Units

    [F5][F1]
    2026-02-027,73415,466 total
    Common Stock (7,734 underlying)
  • Award

    2026 Restricted Stock Units

    [F1]
    2026-02-02+20,66820,668 total
    Common Stock (20,668 underlying)
  • Award

    2023-2025 Performance Shares

    [F2]
    2026-02-02+11,55511,555 total
    Common Stock (11,555 underlying)
  • Exercise/Conversion

    2023-2025 Performance Shares

    [F2]
    2026-02-0211,5550 total
    Common Stock (11,555 underlying)
Holdings
  • Common Stock ESPP

    2,835
  • Deferred phantom share equivalents

    [F6][F7]
    Common Stock (2,274 underlying)
    2,274
Footnotes (7)
  • [F1]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.
  • [F2]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.
  • [F3]Balance at the time of this vesting includes 87 additional shares acquired through automatic dividend reinvestment during 2025.
  • [F4]Balance at the time of this vesting includes 412 additional shares acquired through automatic dividend reinvestment during 2025.
  • [F5]Balance at the time of this vesting includes 831 additional shares acquired through automatic dividend reinvestment during 2025.
  • [F6]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.
  • [F7]Balance as of 12/31/2025 and includes 79 phantom share equivalents accrued during 2025 through automatic dividend reinvestment.
Signature
David T Skinner, attorney-in-fact for Michael Innocenzo|2026-02-04

Documents

1 file
  • 4
    wk-form4_1770240304.xmlPrimary

    FORM 4