FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Innocenzo Michael
  2. Issuer Name and Ticker or Trading Symbol
EXELON CORP [EXC]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) __X__ Other (specify below)
EVP & Chief Operating Officer / Effective April 1, 2024
(Last)
(First)
(Middle)
10 S DEARBORN STREET, 54TH FLOOR
3. Date of Earliest Transaction (Month/Day/Year)
04/01/2024
(Street)

CHICAGO, IL 60603
4. If Amendment, Date Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
2024 Restricted Stock Units (1) 04/01/2024   A   8,327     (1)   (1) Common Stock 8,327 (2) 16,128 (3) D  
2023 Restricted Stock Units (1)               (1)   (1) Common Stock 4,549   4,549 (4) D  
2022 Restricted Stock Units (1)               (1)   (1) Common Stock 2,276   2,276 (5) D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Innocenzo Michael
10 S DEARBORN STREET
54TH FLOOR
CHICAGO, IL 60603
      EVP & Chief Operating Officer Effective April 1, 2024

Signatures

 Melissa E Ramirez, attorney-in-fact for Michael Innocenzo   04/02/2024
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Restricted stock unit (RSU) award granted under the Exelon LTIP. Award vests in 1/3 increments at the January or February meeting of the Exelon Comp. Committee 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.
(2) Additional restricted stock unit (RSU) award granted under the Exelon LTIP in connection with Mr. Innocenzo's new position. These additional units will vest in the same 1/3 increments as the underlying 2024 RSU award that was granted on January 29, 2024.
(3) Balance includes 80 shares acquired through automatic dividend reinvestment during 2024.
(4) Balance includes 47 shares acquired through automatic dividend reinvestment during 2024.
(5) Balance includes 23 shares acquired through automatic dividend reinvestment during 2024.

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