			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
			March 20, 2024
			July 1, 2025
			Date of Report (Date of earliest event reported)

CommissionFile Number

Name of Registrant; State or Other Jurisdiction of Incorporation; Address of Principal Executive Offices; and Telephone Number

IRS Employer Identification Number

001-01405

DELMARVA POWER & LIGHT COMPANY

51-0084283

(a Delaware and Virginia corporation)500 North Wakefield DriveNewark, Delaware 19702-5440(202) 872-2000

001-03559

ATLANTIC CITY ELECTRIC COMPANY

21-0398280

(a New Jersey corporation)500 North Wakefield DriveNewark, Delaware 19702-5440(202) 872-2000


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

N/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. ☐

Section 1 – Registrant’s Business and Operations

Item 1.01. Entry into a Material Definitive Agreement

On March 20, 2024, Atlantic City Electric Company (ACE) and Delmarva Power & Light Company (DPL) each entered into a Bond Purchase Agreement (the ACE Purchase Agreement and DPL Purchase Agreement, respectively) with certain institutional investors. See Item 2.03 below for a description of the bonds issued by ACE pursuant to the ACE Purchase Agreement and by DPL pursuant to the DPL Purchase Agreement on March 20, 2024.

Section 2 – Financial Information

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-balance Sheet Arrangement of a Registrant

~~ACE~~On July 1, 2025, Delaware Power & Light Company (DPL) completed a reoffering for $78,400,000 aggregate principal amount of The Delaware Economic Development Authority’s Gas Facilities Refunding Revenue Bonds (Delmarva Power & Light Company Project) 2020 Series A (Non-AMT) (the Bonds), for which DPL is the primary obligor.

OnIn ~~March~~connection ~~20,~~with ~~2024,~~the ~~ACE~~reoffering ~~entered~~of ~~into~~ the ~~ACE~~Bonds, ~~Purchase Agreement for~~ the ~~offer~~interest ~~and~~rate ~~sale~~on ofthe ~~(i) $75 million aggregate principal amount of its First Mortgage~~ Bonds, ~~5.55%~~has ~~Series~~been ~~due~~modified ~~March~~such ~~20,~~that ~~2054 (~~the ~~Initial ACE~~ Bonds), ~~(ii)~~will ~~$75~~bear ~~million~~interest ~~aggregate~~at ~~principal~~a ~~amount~~term rate of ~~its First Mortgage Bonds, 5~~3.2960% ~~Series~~for ~~due~~the ~~August~~term ~~28,~~rate ~~2034~~period ~~and~~commencing ~~(iii)~~on ~~$100~~July ~~million~~1, ~~aggregate~~2025 ~~principal~~and ~~amount~~terminating ofon ~~its~~January ~~First~~1, ~~Mortgage Bonds~~2031, ~~5.49%~~the ~~Series~~maturity ~~due~~date ~~August~~of ~~28,~~the ~~2039~~Bonds.

~~The~~This ~~Initial~~report ~~ACE~~is ~~Bonds~~neither ~~were~~an ~~offered~~offer ~~and~~to ~~were~~sell ~~sold~~nor ina ~~reliance~~solicitation onof an offer to buy any of the ~~exemption~~Bonds. ~~from~~The ~~registration~~Bonds ~~provided~~were byreoffered ~~Section~~pursuant ~~4(a)(2)~~to ofan exemption from registration under the Securities Act of 1933, as amended (the Securities Act). The ~~closing~~Bonds ofhave ~~the~~not ~~sale~~been ofregistered under the ~~Initial~~Securities ~~ACE~~Act ~~Bonds~~or ~~occurred~~any onstate ~~March~~securities 20laws, ~~2024.~~and, ~~ACE~~unless ~~intends~~so toregistered, ~~apply~~ the ~~proceeds~~Bonds ofmay ~~the~~not ~~sale~~be ofoffered or sold in the ~~Initial~~United ~~ACE~~States ~~Bonds~~or to ~~repay~~U.S. ~~existing~~persons ~~indebtedness~~except pursuant to an exemption from the registration requirements of the Securities Act and ~~for~~applicable ~~general~~state ~~corporate~~securities ~~purposes~~laws.

The Initial ACE Bonds were issued under and in accordance with the Mortgage and Deed of Trust, dated as of January 15, 1937, from ACE to The Bank of New York Mellon, as successor trustee, as amended and supplemented by various instruments including that certain Indenture Supplemental to the Mortgage and Deed of Trust, dated as of March 1, 2024 (the ACE Supplemental Indenture), establishing the terms of the Initial ACE Bonds. A copy of the ACE Supplemental Indenture is filed herewith as Exhibit 4.2.

DPL Bonds

On March 20, 2024, DPL entered into the DPL Purchase Agreement for the offer and sale of (i) $100 million aggregate principal amount of its First Mortgage Bonds, 5.24% Series due March 20, 2034 (the 2034 DPL Bonds) and (ii) $75 million aggregate principal amount of its First Mortgage Bonds, 5.55% Series due March 20, 2054 (together with the 2034 DPL Bonds, the DPL Bonds). The form of the DPL Bonds is filed herewith as Exhibit 4.3.

The DPL Bonds were offered and were sold in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended. The closing of the sale of the DPL Bonds occurred on March 20, 2024. DPL intends to apply the proceeds of the sale of the DPL Bonds to repay existing indebtedness and for general corporate purposes.

The DPL Bonds were issued under and in accordance with the Mortgage and Deed of Trust, dated as of October 1, 1943, from DPL to The Bank of New York Mellon, as successor trustee, as amended and supplemented by various instruments including that certain Supplemental Indenture to the Mortgage and Deed of Trust, dated as of March 1, 2024 (the DPL Supplemental Indenture), establishing the terms of the DPL Bonds. A copy of the DPL Supplemental Indenture is filed herewith as Exhibit 4.4.

Section 9 – Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.						Description
1.1						Bond Purchase Agreement, dated March 20, 2024 among ACE and the purchasers signatory thereto
1.2						Bond Purchase Agreement, dated March 20, 2024 among DPL and the purchasers signatory thereto
4.1						Form of Initial ACE Bonds (included in Exhibit 4.2)
4.2						ACE Supplemental Indenture to the Mortgage and Deed of Trust, dated as of March 1, 2024
4.3						Form of DPL Bonds (included in Exhibit 4.4)
4.4						DPL Supplemental Indenture to the Mortgage and Deed of Trust, dated as of March 1, 2024
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 combined Current Report on Form 8-K is being furnished separately by Delmarva Power & Light Company and Atlantic City Electric Company (Registrants). Information contained herein relating to any individual Registrant has been furnished by such Registrant on its own behalf. No Registrant makes any representation as to information relating to any other Registrant.

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~~Accordingly, any such statements are qualified in their entirety by reference to, and are accompanied by, the following important factors that ~~could~~may cause our actual results or outcomes to differ materially from ~~the~~those contained in our forward-looking statements, ~~made~~including, bybut ~~the~~not ~~Registrants~~limited ~~include~~to: ~~those~~unfavorable ~~factors~~legislative ~~discussed~~and/or ~~herein~~regulatory asactions; ~~well~~uncertainty as ~~the~~to ~~items~~outcomes ~~discussed~~and intiming ~~(1)~~of ~~the~~regulatory ~~Registrants'~~approval ~~2023~~proceedings ~~Annual~~and/or ~~Report~~negotiated onsettlements ~~Form~~thereof; ~~10-K~~environmental inliabilities ~~(a)~~and ~~Part~~remediation I,costs; ~~ITEM~~state ~~1A.~~and ~~Risk~~federal ~~Factors,~~legislation ~~(b)~~requiring ~~Part~~use IIof low-emission, ~~ITEM~~renewable, 7.and/or ~~Management’s~~alternate ~~Discussion~~fuel sources and/or ~~Analysis~~mandating implementation of ~~Financial~~energy ~~Condition~~conservation ~~and~~programs ~~Results~~requiring implementation of ~~Operations~~new technologies; challenges to tax positions taken, tax law changes, and difficulty in quantifying potential tax effects of business decisions; negative outcomes in legal proceedings; adverse impact of the activities associated with the past deferred prosecution agreement (cDPA) ~~Part~~and ~~II,~~now-resolved ~~ITEM~~SEC 8.investigation ~~Financial~~on ~~Statements~~DPL's reputation and ~~Supplementary~~relationships ~~Data:~~with ~~Note~~legislators, 18regulators, ~~Commitments~~and customers; physical security and ~~Contingencies~~cybersecurity risks; extreme weather events, natural disasters, operational accidents such as wildfires or natural, gas explosions, war, acts and ~~(2)~~threats of terrorism, public health crises, epidemics, pandemics, or other ~~factors~~significant ~~discussed~~events; indisruptions ~~filings~~or ~~with~~cost increases in the ~~Securities~~supply ~~and~~chain, ~~Exchange~~including ~~Commission~~shortages in labor, materials or parts, or significant increases in relevant tariffs; lack of sufficient capacity to meet actual or forecasted demand or disruptions at power generation facilities owned by ~~ACE~~third parties; emerging technologies that could affect or transform the energy industry; instability in capital and credit markets; a downgrade of DPL's credit ratings or other failure to satisfy the credit standards in DPL's agreements or regulatory financial requirements; significant economic downturns or increases in customer rates; impacts of climate change and weather on energy usage and maintenance and capital costs; and impairment of long-lived assets, goodwill, and other assets.

~~Investors~~New ~~are~~factors ~~cautioned~~emerge ~~not~~from time to ~~place~~time, ~~undue~~and ~~reliance~~it onis ~~these~~impossible ~~forward-looking~~for ~~statements,~~us ~~whether~~to ~~written~~predict orall ~~oral,~~of ~~which~~such ~~apply~~factors, ~~only~~nor ascan ofwe assess the ~~date~~impact of ~~this~~each ~~Current~~such ~~Report.~~factor ~~None~~on ofthe business or the ~~Registrants~~extent ~~undertakes~~to which any ~~obligation~~factor, toor ~~publicly~~combination ~~release~~of ~~any~~factors, ~~revision~~may cause actual results to ~~its~~differ materially from those contained in any forward-looking statements. toFor ~~reflect~~more ~~events~~information, orsee ~~circumstances~~those ~~after~~factors ~~the~~discussed ~~date~~in ofDPL's ~~this~~most ~~Current~~recent Annual Report on Form 10-K, including in Part I, ITEM 1A, any subsequent Quarterly Reports on Form 10-Q, and in other reports filed by DPL from time to time with the SEC.

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. DPL 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, each Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

DELMARVA POWER & LIGHT COMPANY /s/ ~~PHILLIP~~Elizabeth S.Morgan ~~BARNETT~~Downs ~~Phillip~~O'Donnell S.Elizabeth ~~Barnett~~Morgan ~~Senior~~Downs ~~Vice~~O'Donnell ~~President, Chief Financial Officer and Treasurer ATLANTIC CITY ELECTRIC COMPANY /s/ PHILLIP S. BARNETT Phillip S. Barnett~~ Senior Vice President, Chief Financial Officer and Treasurer

~~March~~July 201, ~~2024~~2025

EXHIBIT INDEX

Exhibit No.						Description
1.1						Bond Purchase Agreement, dated March 20, 2024 among ACE and the purchasers signatory thereto
1.2						Bond Purchase Agreement, dated March 20, 2024 among DPL and the purchasers signatory thereto
4.1						Form of Initial ACE Bonds (included in Exhibit 4.2)
4.2						ACE Supplemental Indenture to the Mortgage and Deed of Trust, dated as of March 1, 2024
4.3						Form of DPL Bonds (included in Exhibit 4.4)
4.4						DPL Supplemental Indenture to the Mortgage and Deed of Trust, dated as of March 1, 2024
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)

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