Maryland2 Center Plaza110 West Fayette StreetBaltimoreMaryland21201-3708(410)234-5000☐0000009466False00000094662024-06-062024-06-06

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
June 6, 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 NumberIRS Employer Identification Number
001-01910BALTIMORE GAS AND ELECTRIC COMPANY52-0280210
(a Maryland corporation)
2 Center Plaza
110 West Fayette Street
Baltimore, Maryland 21201-3708
(410) 234-5000
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 classTrading Symbol(s)Name of each exchange on which registered
N/AN/AN/A
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 1.01. Entry into a Material Definitive Agreement.

On June 6, 2024, Baltimore Gas and Electric Company (“BGE”) issued $400 million aggregate principal amount of its 5.300% notes due June 1, 2034 and $400 million aggregate principal amount of its 5.650% notes due June 1, 2054. See Item 2.03 below for a description of the notes 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 June 6, 2024, BGE issued $400 million aggregate principal amount of its 5.300% notes due June 1, 2034 and $400 million aggregate principal amount of its 5.650% notes due June 1, 2054 (collectively, the “Notes”). The Notes were issued pursuant to an Indenture dated as of September 1, 2019, between BGE and U.S. Bank Trust Company, National Association, as trustee. BGE intends to use the proceeds of the Notes to repay outstanding commercial paper obligations and for general corporate purposes. The Notes were registered under the Securities Act of 1933, as amended, pursuant to BGE’s Registration Statement on Form S-3 (Registration No. 333-277223-01).

Interest on the Notes is payable semi-annually on June 1 and December 1, commencing December 1, 2024.

The Notes are subject to optional redemption as provided in the forms of the Notes attached to this Current Report as Exhibits 4.1 and 4.2.

In connection with the issuance of the Notes, McKennon Shelton & Henn LLP provided BGE with the legal opinion attached to this Current Report as Exhibit 5.1.

A copy of the Underwriting Agreement dated June 3, 2024 among BGE, BNP Paribas Securities Corp., MUFG Securities Americas Inc., PNC Capital Markets LLC and SMBC Nikko Securities America, Inc., 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

(d)    Exhibits.
Exhibit No.Description
23.1Consent of McKennon Shelton & Henn LLP (included in Exhibit 5.1)
101Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.
104Cover 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 BGE include those factors discussed herein as well as the items discussed in (1) BGE'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; (2) BGE's First 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 BGE.

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. BGE 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.
BALTIMORE GAS AND ELECTRIC COMPANY
/s/ Michael J. Cloyd
Michael J. Cloyd
Senior Vice President, Chief Financial Officer and Treasurer

June 6, 2024



EXHIBIT INDEX
Exhibit No.Description
23.1Consent of McKennon Shelton & Henn LLP (included in Exhibit 5.1)
101Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.
104Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)