Financial Obligation Form 8 K

On November 13, 2024, Oncor Electric Delivery Company LLC ("Oncor") completed a sale of $550 million aggregate principal amount of its 4.65% Senior Secured Notes due 2029 (the "Notes").

Oncor used the proceeds (net of discounts and fees to the initial purchasers and estimated expenses related to the offering of the Notes) of approximately $544 million from the sale of the Notes for general corporate purposes, including to repay the full $500 million aggregate principal amount outstanding under its revolving accounts receivable securitization facility and to repay a portion of the outstanding commercial paper notes issued under its commercial paper program.

The Notes were issued pursuant to the provisions of an Indenture, dated as of August 1, 2002, between Oncor and The Bank of New York Mellon Trust Company, N.A. (as successor to The Bank of New York Mellon, formerly The Bank of New York), as trustee (the "Trustee") (as amended and supplemented, the "Indenture"), and supplemented by an Officer's Certificate, dated November 13, 2024 (the "Officer's Certificate"). The Indenture and the Officer's Certificate establish the terms of the Notes. The Notes constitute a separate series of notes under the Indenture, but will be treated together with Oncor's other outstanding debt securities issued under the Indenture for amendments and waivers and for taking certain other actions.

Oncor's obligations under the Notes are secured by a lien on all property acquired or constructed by Oncor for the transmission and distribution of electric energy, mortgaged as described under the Deed of Trust, Security Agreement and Fixture Filing (as amended, the "Deed of Trust"), dated as of May 15, 2008, from Oncor to The Bank of New York Mellon Trust Company, N.A. (as successor to The Bank of New York Mellon, formerly The Bank of New York), as collateral agent (the "Collateral Agent").

The Notes bear interest at a rate of 4.65% per annum and mature on November 1, 2029. Interest on the Notes will accrue from the date of the original issuance and will be payable semi-annually on May 1 and November 1 of each year, beginning on May 1, 2025. Prior to October 1, 2029, Oncor may redeem the Notes at any time, in whole or in part, at a price equal to 100% of their principal amount, plus accrued and unpaid interest and a "make-whole" premium. On and after October 1, 2029, Oncor may redeem the Notes at any time, in whole or in part, at a redemption price equal to 100% of the principal amount of the Notes, plus accrued and unpaid interest.

The Notes, the Indenture and the Deed of Trust also contain customary events of default, including failure to pay principal or interest on the Notes when due, among others. If any such event of default occurs and is continuing, the outstanding principal of the Notes may be declared due and payable, among other remedies as provided in the Indenture.

The Notes were sold to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), and outside the United States to non-U.S. personspursuant to Regulation S under the Securities Act. This current report on Form 8-K shallnot constitute an offer to sell or the solicitation of an offer to buy the Notes.

In connection with the completion of the sale of the Notes, on November 13, 2024, Oncor entered into a Registration Rights Agreement with the representatives of the initial purchasers of the Notes (the "Registration Rights Agreement"). Under the Registration Rights Agreement, Oncor agreed, subject to certain exceptions, to file a registration statement with the Securities and Exchange Commission with respect to a registered offer to exchange the Notes for publicly registered notes (the "Exchange Offer Registration Statement"), or under certain circumstances, a shelf registration statement to cover resales of the Notes (the "Shelf Registration Statement").

Oncor agreed to use commercially reasonable efforts to cause the Exchange Offer Registration Statement to be declared effective under the Securities Act on or prior to December 1, 2025 and to consummate the exchange offer on or prior to January 15, 2026. Oncor agreed to use commercially reasonable efforts to cause any Shelf Registration Statement to become or be declared effective within the later of 180 days after such Shelf Registration

Statement filing obligation arises and December 1, 2025. If Oncor does not comply with certain of its obligations under the Registration Rights Agreement, the affected Notes will bear additional interest on the principal amount of the affected Notes at a rate of 0.50% per annum over the interest rate otherwise provided for under such Notes for the period during which the registration default continues, but not later than the second anniversary of the issue date of the Notes.

Prior to being exchanged or sold in connection with the transactions contemplated by the Registration Rights Agreement, the Notes will contain restrictions on transfer. The Notes, once exchanged or sold in connection with the transactions contemplated by the Registration Rights Agreement, will not be subject to such restrictions on transfer.

A copy of the Indenture was filed by Oncor as an exhibit to its Form S-4filed October 2, 2002 and a copy of Supplemental Indenture No. 1, dated May 15, 2008, between Oncor and the Trustee was filed by Oncor as an exhibit to its Form 10-Qfiled May 15, 2008, which are incorporated by reference herein. A copy of the Deed of Trust was filed by Oncor as an exhibit to its Form 10-Qfiled May 15, 2008, the First Amendment to the Deed of Trust, dated March 2, 2009, between Oncor and the Collateral Agent was filed by Oncor as an exhibit to its Form 10-Kfiled March 3, 2009, the Second Amendment to the Deed of Trust, dated September 3, 2010, between Oncor and the Collateral Agent was filed by Oncor as an exhibit to its Form 8-Kfiled September 3, 2010, and the Third Amendment to the Deed of Trust, dated November 10, 2011, between Oncor and the Collateral Agent was filed by Oncor as an exhibit to its Form 8-Kfiled November 15, 2011, which are incorporated by reference herein. The Officer's Certificate and the Registration Rights Agreement are attached as Exhibit 4.1 and Exhibit 4.2, respectively, to this current report on Form 8-Kand are incorporated herein by reference. The above description of the Indenture, as supplemented, the Deed of Trust, as amended, the Officer's Certificate, the Notes and the Registration Rights Agreement are qualified in their entirety by reference to the Indenture, the Deed of Trust, the Officer's Certificate, the Notes and the Registration Rights Agreement, respectively.