Ameren offers junior subordinated notes due 2057
Ameren Corporation plans a junior subordinated note offering with deferrable interest, multiple redemption triggers, and proceeds targeted mainly to refinance short-term debt.
Ameren Corporation (AEE) is conducting a registered offering of junior subordinated notes due March 15, 2057, as a takedown from its existing shelf registration. The notes are unsecured junior subordinated obligations that rank below all existing and future Senior Indebtedness and equally with any future Pari Passu Securities.
The notes pay fixed interest until March 15, 2032, then reset every five years to the Five-Year Treasury Rate plus a spread, with a floor equal to the initial fixed rate, and interest is paid semi-annually on March 15 and September 15, beginning March 15, 2027. Ameren may defer interest for up to 10 consecutive years per Optional Deferral Period, during which deferred interest compounds and certain dividend and junior debt payments are restricted.
Ameren may redeem the notes at par around the first reset date and on later interest payment dates, and also upon a Tax Deductibility Event (at 100%), a Rating Agency Event (at 102%), or a Tax Credit Event tied to "specified foreign entities" (at 101%, each plus accrued interest). Net proceeds are expected to be used for general corporate purposes, including repayment of commercial paper and other short-term debt.
Positive
- None.
Negative
- None.
Filing Explained
As of September 8, 2026, the note transaction remains preliminary: key terms and proceeds are blank, and no debt issuance or capitalization change is established.
This preliminary prospectus supplement describes proposed junior subordinated notes, but it expressly says it is not an offer to sell and leaves the principal amount, interest rate, offering price, underwriting discount, and net proceeds blank.
Accordingly, the filing does not establish that the notes have been sold or issued, so it does not establish new debt proceeds or a completed change to Ameren’s capitalization.
The stated use is general corporate purposes, including repaying short-term debt; the filing separately reports
The capitalization table says the proposed offering would not materially affect capitalization and provides balance-sheet figures as of
Key Figures
Key Terms
Optional Deferral Period financial
Five-Year Treasury Rate financial
Tax Deductibility Event financial
Tax Credit Event financial
Rating Agency Event financial
Pari Passu Securities financial
Offering Details
FAQ
What is Ameren (AEE) offering in this 424B3 prospectus supplement?
How will Ameren (AEE) use the proceeds from the junior subordinated notes?
Can Ameren (AEE) defer interest payments on the junior subordinated notes?
When can Ameren (AEE) redeem the junior subordinated notes, and at what prices?
How large is Ameren’s capital structure relative to this note offering?
Will the Ameren (AEE) junior subordinated notes be listed on an exchange?
How much Senior Indebtedness is ahead of the Ameren (AEE) junior subordinated notes?
AI-generated analysis. How Rhea-AI works. Not financial advice.
Registration No. 333-297949
Preliminary Prospectus Supplement dated September 8, 2026
(To prospectus dated August 4, 2026)
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Offering
Price(1) |
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Underwriting
Discount |
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Proceeds,
Before Expenses, to Ameren Corporation |
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Per junior subordinated note
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Total
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BofA Securities
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J.P. Morgan
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Morgan Stanley
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Truist Securities
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PNC Capital Markets LLC
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Scotiabank
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Page
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Prospectus Supplement
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About This Prospectus Supplement
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| | | | S-ii | | |
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Prospectus Supplement Summary
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| | | | S-1 | | |
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Risk Factors
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| | | | S-6 | | |
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Where You Can Find More Information
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| | | | S-10 | | |
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Capitalization
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| | | | S-11 | | |
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Use of Proceeds
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| | | | S-11 | | |
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Description of Junior Subordinated Notes
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| | | | S-12 | | |
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Material United States Federal Income Tax Consequences
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| | | | S-23 | | |
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Underwriting
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| | | | S-29 | | |
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Legal Matters
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| | | | S-34 | | |
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Prospectus
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About this Prospectus
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Ameren Corporation
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Risk Factors
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Where You Can Find More Information
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Use of Proceeds
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Description of Debt Securities
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Description of Common Stock
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| | | | 15 | | |
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Description of Preferred Stock
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| | | | 17 | | |
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Description of Stock Purchase Contracts and Stock Purchase Units
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| | | | 19 | | |
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Book-Entry System
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Selling Securityholders
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Plan of Distribution
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Legal Matters
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Experts
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Attention: Office of the Secretary
P.O. Box 66149, Mail Code 1310
St. Louis, Missouri 63166-6149
Telephone: (314) 621-3222
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As of June 30, 2026
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Amount
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Percent of Total
Capitalization |
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(in millions)
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Short-term debt(1)
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| | | $ | 1,220 | | | | | | 3.4% | | |
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Long-term debt (including current maturities)(2)
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| | | | 20,758 | | | | | | 58.0 | | |
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Total short-term debt and long-term debt (including current maturities)
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| | | | 21,978 | | | | | | 61.4 | | |
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Noncontrolling interests
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| | | | 129 | | | | | | 0.4 | | |
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Total Ameren Corporation shareholders’ equity
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| | | | 13,687 | | | | | | 38.2 | | |
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Total capitalization
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| | | $ | 35,794 | | | | | | 100.0% | | |
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Underwriter
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Principal
Amount |
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Barclays Capital Inc.
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| | | $ | | | |
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BofA Securities, Inc.
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J.P. Morgan Securities LLC
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Morgan Stanley & Co. LLC
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MUFG Securities Americas Inc.
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Truist Securities, Inc.
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PNC Capital Markets LLC
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Scotia Capital (USA) Inc.
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Total
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Paid by us
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Per junior subordinated note
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Subordinated Debt Securities
Common Stock
Preferred Stock
Stock Purchase Contracts
Stock Purchase Units
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Page
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About this Prospectus
|
| | | | 1 | | |
|
Ameren Corporation
|
| | | | 1 | | |
|
Risk Factors
|
| | | | 2 | | |
|
Where You Can Find More Information
|
| | | | 3 | | |
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Use of Proceeds
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| | | | 5 | | |
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Description of Debt Securities
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| | | | 6 | | |
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Description of Common Stock
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| | | | 15 | | |
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Description of Preferred Stock
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| | | | 17 | | |
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Description of Stock Purchase Contracts and Stock Purchase Units
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| | | | 19 | | |
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Book-Entry System
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| | | | 20 | | |
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Selling Securityholders
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| | | | 22 | | |
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Plan of Distribution
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| | | | 23 | | |
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Legal Matters
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| | | | 24 | | |
|
Experts
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| | | | 24 | | |
Attention: Office of the Secretary
P.O. Box 66149, Mail Code 1310
St. Louis, Missouri 63166-6149
Telephone: (314) 621-3222