			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 4, 2024
			March 26, 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
001-01072	POTOMAC ELECTRIC POWER COMPANY	53-0127880
	(a District of Columbia and Virginia corporation)701 Ninth Street, N.W.Washington, District of Columbia 20068-0001(202) 872-2000
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 426, ~~2024~~2025, ~~Potomac~~Atlantic City Electric ~~Power~~ Company (~~Pepco~~ACE), ~~issued~~Delmarva ~~and~~Power ~~sold~~& Light Company (iDPL) ~~$375~~and ~~million~~Potomac ~~aggregate~~Electric ~~principal~~Power ~~amount~~Company of (Pepco’s) ~~First~~each ~~Mortgage~~entered ~~Bonds,~~into ~~5.200%~~a ~~Series~~Bond ~~due~~Purchase ~~March~~Agreement ~~15, 2034~~ (the ~~“2034~~ACE ~~Bonds”)~~Purchase ~~and~~Agreement, ~~(ii)~~DPL ~~$300~~Purchase ~~million~~Agreement ~~aggregate~~and ~~principal~~Pepco ~~amount~~Purchase ofAgreement, ~~Pepco’s~~respectively) ~~First~~with ~~Mortgage~~certain ~~Bonds~~institutional 5investors.~~500%~~ ~~Series~~See ~~due~~Item ~~March~~2.03 ~~15,~~below ~~2054~~for (a description of the ~~“2054~~bonds ~~Bonds,”~~issued ~~and~~by ~~collectively~~ACE ~~with~~pursuant to the ~~2034~~ACE ~~Bonds~~Purchase Agreement, by DPL pursuant to the ~~“Bonds”). See~~DPL ~~Item~~Purchase ~~2.03~~Agreement ~~below~~and ~~for~~by aPepco ~~description~~pursuant ofto the ~~Bonds~~Pepco ~~and~~Purchase ~~related~~Agreement ~~agreements~~on March 26, 2025.

Section 2 – Registrant’s Business and Operations

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

OnACE ~~March 4, 2024, Pepco issued and sold $675 million aggregate principal amount of its~~ Bonds. The Bonds were issued under and in accordance with the Mortgage and Deed of Trust, dated as of July 1, 1936, from Pepco to the Mortgage Trustee, as amended and supplemented by various instruments including that certain Supplemental Indenture to the Mortgage and Deed of Trust, dated as of February 15, 2024 (the Pepco Supplemental Indenture), establishing the terms of the Bonds. A copy of the Pepco Supplemental Indenture is filed herewith as Exhibit 4.3.

~~Pepco~~On ~~intends~~March to26, ~~use~~2025, ACE entered into the ~~net~~ACE ~~proceeds~~Purchase ~~from~~Agreement for the offer and sale of ~~the~~(i) $100 million aggregate principal amount of its First Mortgage Bonds, to5.28% ~~refinance~~Series due March 26, 2035 (the Initial ACE Bonds), (ii) $~~400~~75 million in aggregate principal amount of its First Mortgage Bonds, 35.6054% Series due ~~March~~November 1519, ~~2024,~~2040 toand ~~refinance~~(iii) ~~currently~~$75 ~~outstanding~~million ~~commercial~~aggregate ~~paper~~principal amount of its First Mortgage Bonds, ~~and~~5.81% ~~for~~Series ~~general~~due ~~corporate~~November ~~purposes~~19, 2055. The form of the Initial ACE Bonds is filed herewith as Exhibit 4.1.

The ~~2034~~Initial ACE Bonds ~~will~~were ~~pay~~offered ~~interest~~and atwere ~~the~~sold ~~fixed~~in ~~rate~~reliance ofon ~~5.200%~~the ~~per~~exemption ~~annum~~from ~~and~~registration ~~the~~provided ~~2054~~by ~~Bonds~~Section ~~will~~4(a)(2) ~~pay~~of ~~interest at~~ the ~~fixed~~Securities ~~rate~~Act of ~~5.500%~~1933, ~~per~~as ~~annum~~amended. ~~Interest~~The onclosing of the ~~Bonds~~sale ~~will~~of bethe ~~payable~~Initial ~~semi-annually~~ACE Bonds occurred on March 1526, ~~and~~2025. ~~September~~ACE 15intends ofto ~~each~~apply ~~year,~~the ~~beginning~~proceeds onof ~~September~~the ~~15,~~sale ~~2024. The~~of ~~2034~~the ~~Bonds~~Initial ~~will~~ACE ~~mature~~Bonds onto ~~March~~repay ~~15,~~existing ~~2034~~indebtedness and ~~the~~for ~~2054~~general ~~Bonds~~corporate ~~will mature on March 15, 2054~~purposes.

InThe ~~connection~~Initial ACE Bonds were issued under and in accordance with the ~~issuance~~Mortgage and Deed of ~~the~~Trust, ~~Bonds~~dated as of January 15, ~~Ballard~~1937, ~~Spahr~~from ~~LLP~~ACE ~~provided~~to ~~the~~The Bank of New York Mellon (formerly Irving Trust Company), ~~with~~as ~~the~~trustee, ~~legal~~as ~~opinions~~amended ~~attached~~and supplemented by various instruments including that certain Supplemental Indenture to ~~this~~the ~~report~~Mortgage and Deed of Trust, dated as ~~Exhibit~~of 5.March 1, ~~and~~2025 (the ACE Supplemental Indenture), establishing the terms of the Initial ACE Bonds. A copy of the ACE Supplemental Indenture is filed herewith as Exhibit 84.12.

ADPL copy of the Underwriting Agreement dated February 26, 2024 among Pepco, Goldman Sachs & Co. LLC, Scotia Capital (USA) Inc. and U.S. Bancorp Investments, Inc., as representatives of the several underwriters named therein, is filed as Exhibit 1.1 to this report.Bonds

~~Section~~On 9March –26, ~~Financial~~2025, ~~Statements~~DPL entered into the DPL Purchase Agreement for the offer and ~~Exhibits~~sale of $125 million aggregate principal amount of its First Mortgage Bonds, 5.28% Series due March 26, 2035 (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 26, 2025. 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, as amended and supplemented by various instruments including that certain Supplemental Indenture to the Mortgage and Deed of Trust, dated as of March 1, 2025 (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.

Pepco Bonds

On March 26, 2025, Pepco entered into the Pepco Purchase Agreement for the offer and sale of (i) $200 million aggregate principal amount of its First Mortgage Bonds, 5.48% Series due March 26, 2040 (the Initial Pepco Bonds) and (ii) $75 million aggregate principal amount of its First Mortgage Bonds, 5.78% Series due September 17, 2055. The form of the Initial Pepco Bonds is filed herewith as Exhibit 4.5.

The Initial Pepco 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 Initial Pepco Bonds occurred on March 26, 2025. Pepco intends to apply the proceeds of the sale of the Initial Pepco Bonds to repay existing indebtedness and for general corporate purposes.

The Initial Pepco Bonds were issued under and in accordance with the Mortgage and Deed of Trust, dated as of July 1, 1936, from Pepco to the Mortgage 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, 2025 (the Pepco Supplemental Indenture), establishing the terms of the Initial Pepco Bonds. A copy of the Pepco Supplemental Indenture is filed herewith as Exhibit 4.6.

Item 9.01. Financial Statements and Exhibits

Exhibit No.						Description
1.1						Underwriting Agreement dated February 27, 2024 among Pepco, Goldman Sachs & Co. LLC, Scotia Capital (USA) Inc. and U.S. Bancorp Investments, Inc., as representatives of the several underwriters named therein
4.1						Form of Pepco’s First Mortgage Bonds, 5.200% Series due March 15, 2034 (included in Exhibit 4.3)
4.2						Form of Pepco’s First Mortgage Bonds, 5.500% Series due March 15, 2054 (included in Exhibit 4.3)
4.3						Pepco Supplemental Indenture to the Mortgage and Deed of Trust, dated as of February 15, 2024
5.1						Exhibit 5.1 Opinion of Ballard Spahr LLP
8.1						Exhibit 8.1 Opinion of Ballard Spahr LLP
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)

(d) Exhibits.

The following exhibits are filed herewith:


Exhibit No.						Description
1.1						Purchase Agreement, dated March 26, 2025 among ACE and the purchasers signatory thereto
1.2						Purchase Agreement, dated March 26, 2025 among DPL and the purchasers signatory thereto
1.3						Purchase Agreement, dated March 26, 2025 among Pepco 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, 2025
4.3						Form of Initial DPL Bonds (included in Exhibit 4.4)
4.4						DPL Supplemental Indenture to the Mortgage and Deed of Trust, dated as of March 1, 2025
4.5						Form of Initial Pepco Bonds (included in Exhibit 4.6)
4.6						Pepco Supplemental Indenture to the Mortgage and Deed of Trust, dated as of March 1, 2025
101						Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.
104						The cover page from this Current Report on Form 8-K, formatted as Inline XBRL.

* * * * *

This combined Current Report ~~contains~~on ~~certain~~Form ~~forward~~8-~~looking~~K ~~statements~~is ~~within~~being ~~the~~furnished ~~meaning~~separately ofby ~~federal~~Potomac ~~securities~~Electric ~~laws~~Power ~~that~~Company, ~~are~~Delmarva ~~subject~~Power to& ~~risks~~Light Company and ~~uncertainties~~Atlantic City Electric Company (Registrants). ~~Words~~Information ~~such~~contained asherein ~~“could,”~~relating ~~“may,”~~to ~~“expects,”~~any ~~“anticipates,”~~individual ~~“will,”~~Registrant ~~“targets,”~~has ~~“goals,”~~been ~~“projects,”~~furnished ~~“intends,”~~by ~~“plans,”~~such ~~“believes,”~~Registrant ~~“seeks,”~~on ~~“estimates,”~~its ~~“predicts,”~~own ~~“should,”~~behalf. ~~and~~No ~~variations~~Registrant onmakes ~~such~~any ~~words,~~representation ~~and~~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 ~~Pepco~~not ~~include~~limited ~~those~~to: ~~factors~~unfavorable ~~discussed~~legislative ~~herein~~and/or asregulatory ~~well~~actions; uncertainty as ~~the~~to ~~items~~outcomes ~~discussed~~and intiming ~~(1)~~of ~~Pepco’s~~regulatory ~~2023~~approval ~~Annual~~proceedings ~~Report~~and/or onnegotiated ~~Form~~settlements ~~10-K~~thereof; inenvironmental ~~(a)~~liabilities ~~Part~~and I,remediation ~~ITEM~~costs; ~~1A.~~state ~~Risk~~and ~~Factors,~~federal ~~(b)~~legislation ~~Part~~requiring IIuse of 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 ~~(c)~~difficulty ~~Part~~in IIquantifying potential tax effects of business decisions; negative outcomes in legal proceedings; physical security and cybersecurity risks; extreme weather events, ~~ITEM~~natural 8.disasters, ~~Financial~~operational ~~Statements~~accidents such as wildfires or natural, gas explosions, war, acts and ~~Supplementary~~threats ~~Data:~~of ~~Note~~terrorism, 18public health crises, ~~Commitments~~epidemics, pandemics, or other significant events; lack of sufficient capacity to meet actual or forecasted demand or disruptions at power generation facilities owned by third parties; emerging technologies that could affect or transform the energy industry; instability in capital and ~~Contingencies~~credit markets; ~~(2)~~a downgrade of the Registrants' credit ratings or other ~~factors~~failure ~~discussed~~to insatisfy ~~filings~~the ~~with~~credit standards in the ~~Securities~~Registrants' agreements or regulatory financial requirements; significant economic downturns or increases in customer rates; impacts of climate change and ~~Exchange~~weather ~~Commission~~on byenergy ~~Pepco~~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 ~~Pepco~~on ~~undertakes~~the nobusiness ~~obligation~~or tothe ~~publicly~~extent ~~release~~to which any ~~revision~~factor, or combination of factors, 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 discussed in the ~~date~~Registrants' ofmost ~~this~~recent ~~Current~~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 the Registrants 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. The Registrants undertake 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~~each Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

POTOMAC ELECTRIC POWER COMPANY /s/ ~~Phillip~~David SM. ~~Barnett~~Vahos ~~Phillip~~David SM. ~~Barnett~~Vahos Senior Vice President, Chief Financial Officer and Treasurer DELMARVA POWER & LIGHT COMPANY /s/ David M. Vahos David M. Vahos Senior Vice President, Chief Financial Officer and Treasurer ATLANTIC CITY ELECTRIC COMPANY /s/ David M. Vahos David M. Vahos Senior Vice President, Chief Financial Officer and Treasurer

March 426, ~~2024~~2025

EXHIBIT INDEX

Exhibit No.						Description
1.1						~~Underwriting~~Purchase Agreement, dated ~~February~~March 2726, ~~2024~~2025 among ~~Pepco,~~ACE ~~Goldman Sachs & Co. LLC, Scotia Capital (USA) Inc.~~ and ~~U.S. Bancorp Investments, Inc., as representatives of~~ the ~~several~~purchasers ~~underwriters~~signatory ~~named therein~~thereto
4.1						Form of Pepco’s First Mortgage Bonds, 5.200% Series due March 15, 2034 (included in Exhibit 4.3)
1.2						Purchase Agreement, dated March 26, 2025 among DPL and the purchasers signatory thereto
4.2						Form of Pepco’s First Mortgage Bonds, 5.500% Series due March 15, 2054 (included in Exhibit 4.3)
1.3						Purchase Agreement, dated March 26, 2025 among Pepco and the purchasers signatory thereto
4.3						Pepco Supplemental Indenture to the Mortgage and Deed of Trust, dated as of February 15, 2024
4.1						Form of initial ACE Bonds (included in Exhibit 4.2)
5.1						Exhibit 5.1 Opinion of Ballard Spahr LLP
4.2						ACE Supplemental Indenture to the Mortgage and Deed of Trust, dated as of March 1, 2025
8.1						Exhibit 8.1 Opinion of Ballard Spahr LLP
4.3						Form of Initial DPL Bonds (included in Exhibit 4.4)
4.4						DPL Supplemental Indenture to the Mortgage and Deed of Trust, dated as of March 1, 2025
4.5						Form of Initial Pepco Bonds (included in Exhibit 4.6)
4.6						Pepco Supplemental Indenture to the Mortgage and Deed of Trust, dated as of March 1, 2025
101						Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.
104						~~Cover~~The ~~Page~~cover ~~Interactive~~page ~~Data~~from ~~File~~this ~~(formatted~~Current asReport ~~Inline~~on ~~XBRL~~Form ~~and~~8-K, ~~contained~~formatted inas ~~Exhibit~~Inline ~~101)~~XBRL.

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