Item 1.01. Entry into a Material Definitive Agreement
On August 10, 2026, PECO Energy Company (PECO) issued $750 million aggregate principal amount of its First and Refunding Mortgage Bonds, 5.000% Series due September 1, 2031 (the Bonds). See Item 2.03 below for a description of the Bonds and related agreements.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
On August 10, 2026, PECO issued $750 million aggregate principal amount of the Bonds. The Bonds were issued pursuant to PECO's First and Refunding Mortgage, dated as of May 1, 1923, as amended and supplemented and as further amended and supplemented by the One Hundred and Twenty-Sixth Supplemental Indenture, dated as of July 15, 2026 (Supplemental Indenture). The Bonds were registered under the Securities Act of 1933, as amended, pursuant to a shelf registration statement on Form S-3 (Registration No. 333-277223).
PECO will use the net proceeds from the sale of the Bonds to refinance currently outstanding commercial paper and for general corporate purposes.
The Bonds carry an interest rate of 5.000% per annum. Interest is payable semi-annually on March 1 and September 1, commencing on March 1, 2027. 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 report as Exhibit 5.1 and Exhibit 8.1.
A copy of the Underwriting Agreement dated August 3, 2026 among PECO, BNP Paribas Securities Corp., J.P. Morgan Securities LLC, MUFG Securities Americas Inc., PNC Capital Markets LLC and Scotia Capital (USA) Inc., as representatives of the several underwriters named therein is filed as Exhibit 1.1 to this report.