8-K

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
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:
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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard;

Transfer of Listing.

On April 12, 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% Cumulative Preferred Security, Series D, $25 stated value, issued by 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 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 intends to file a Form 25, Notification of Removal from Listing and/or Registration, under Section 12(b) of the Securities Exchange Act of 1934 with the Securities and Exchange Commission (the “SEC”) and the NYSE on or about April 22, 2024, notifying the SEC of the removal from listing of the Securities. PECO has not arranged for the Securities to be listed on another national securities exchange or for quotation of its security in a quotation medium (i.e., the OTC market).

A copy of PECO’s press release announcing its voluntary delisting from the NYSE is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits

(d)    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)

* * * * *

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.

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 12, 2024

EXHIBIT INDEX

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)

EX-99.1

1 peco.com Contact: PECO Communications 215-841-5555 PECO.Media@exeloncorp.com FOR IMMEDIATE RELEASE PECO to Voluntarily Delist Capital Trust Receipts from NYSE PHILADELPHIA (April 12, 2024) — PECO Energy Company (“PECO”) announced today that it will voluntarily delist the Trust Receipts of PECO Energy Capital Trust III (the “Trust”), each representing a 7.38 percent Cumulative Preferred Security, Series D, $25 stated value, issued by 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 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 intends to file a Form 25, Notification of Removal from Listing and/or Registration, under Section 12(b) of the Securities Exchange Act of 1934 with the Securities and Exchange Commission (the “SEC”) and the NYSE on or about April 22, 2024, notifying the SEC of the removal from listing of the Securities. PECO has not arranged for the Securities to be listed on another national securities exchange or for quotation of its security in a quotation medium (i.e., the OTC market). Cautionary Statements Regarding Forward-Looking Information This press release 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. 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 press release. PECO undertakes no obligation to publicly release any revision to its forward-looking statements to reflect events or circumstances after the date of this press release. # # #

2 PECO, founded in 1881, is Pennsylvania's largest electric and natural gas delivery company. Headquartered in Philadelphia, PECO delivers energy to nearly 1.7 million electric customers and more than 552,000 natural gas customers in southeastern Pennsylvania. The company's 2,900 employees are dedicated to the safe and reliable delivery of electricity and natural gas as well as enhanced energy management conservation, environmental stewardship, and community assistance. PECO is a subsidiary of Exelon Corporation (Nasdaq: EXC), a Fortune 250 company and the nation's largest energy delivery company, serving more than 10 million customers through six fully regulated transmission and distribution utilities. For more information visit PECO.com, and connect with the company on Facebook and X, formally known as Twitter.

XML

Document and Entity Information Document	Apr. 12, 2024
Document Information [Line Items]
Document Type	8-K
Document Period End Date	Apr. 12, 2024
Entity File Number	000-16844
Entity Registrant Name	PECO ENERGY COMPANY
Entity Tax Identification Number	23-0970240
Entity Incorporation, State or Country Code	PA
Entity Address, Address Line One	P.O. Box 8699
Entity Address, Address Line Two	2301 Market Street
Entity Address, City or Town	Philadelphia
Entity Address, State or Province	PA
Entity Address, Postal Zip Code	19101-8699
City Area Code	(215)
Local Phone Number	841-4000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Cumulative Preferred Security, Series D
Trading Symbol	EXC/28
Security Exchange Name	NYSE
Entity Central Index Key	0000078100
Amendment Flag	false
Entity Emerging Growth Company	false