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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
Date of report (Date of earliest event reported): September 26, 2025
|
Commission File Number |
|
Exact
Name of Registrant as
Specified in Charter;
State of Incorporation;
Address and Telephone Number |
|
IRS Employer
Identification Number |
|
1-14756 |
|
Ameren
Corporation
(Missouri
Corporation)
1901
Chouteau Avenue
St.
Louis, Missouri
63103
(314)
621-3222
|
|
43-1723446 |
| 1-3672 |
|
Ameren Illinois Company
(Illinois Corporation)
10 Richard Mark Way
Collinsville, Illinois 62234
(618)
343-8150 |
|
37-0211380 |
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrants
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 |
Common
Stock, $0.01 par value per share |
|
AEE |
|
New
York Stock Exchange |
Indicate by check mark whether the registrant
is an emerging growth company 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 |
|
| Ameren Corporation |
¨ |
|
| Ameren Illinois Company
|
¨ |
|
If
an emerging growth company, indicate by check mark if the registrant has 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.
| Ameren Corporation |
¨ |
|
| Ameren Illinois Company
|
¨ |
|
| Co-Registrant
CIK |
0000018654 |
| Co-Registrant
Amendment Flag |
false |
| Co-Registrant
Form Type |
8-K |
| Co-Registrant
DocumentperiodEndDate |
2025-09-26 |
| Co-Registrant
Written Commuunications |
false |
| Co-Registrant
Solicitating Materials |
false |
| Co-Registrant
PreCommencement Tender Offer |
false |
| Co-Registrant
PreCommencement Tender Offer |
false |
| Co-Registrant
Entity PreCommencement Issuer Tender Offer |
false |
On September 26, 2025, Ameren Illinois Company
(“Ameren Illinois”), a subsidiary of Ameren Corporation, sold $350 million principal amount of its 5.625% First Mortgage Bonds
due 2055 (the “Bonds”). These Bonds are a further issuance of the 5.625% First Mortgage Bonds due 2055 previously issued on
March 3, 2025, in the principal amount of $350 million. The Bonds were offered pursuant to a Registration Statement on Form S-3
(File No. 333-274977-01), which became effective on October 13, 2023, and a Prospectus Supplement dated September 15, 2025,
to a Prospectus dated October 13, 2023. Ameren Illinois received net offering proceeds of approximately $358.1 million, before expenses,
upon closing of the transaction.
This Current Report on Form 8-K is being filed
to report as exhibits certain documents in connection with the offering of the Bonds.
| ITEM 9.01 | Financial Statements and Exhibits. |
| Exhibit Number | Title |
| | |
| 1.1 | Underwriting Agreement relating to the Bonds, dated September 15, 2025, between Ameren Illinois and the several underwriters
named therein, for whom KeyBanc Capital Markets Inc., TD Securities (USA) LLC and U.S. Bancorp Investments, Inc. are acting as representatives. |
| | |
| 4.1* | General Mortgage Indenture and Deed of Trust, dated as of November 1, 1992, from Ameren Illinois to The Bank of New York Mellon
Trust Company, N.A., as successor trustee (1992 Form 10-K, Exhibit 4(cc), File No. 1-3004). |
| | |
| 4.2* | Supplemental Indenture, dated as of February 1, 2025, by and between Ameren Illinois and The Bank of New York Mellon Trust Company,
N.A., as successor trustee, relating to the Bonds (March 3, 2025 Form 8-K, Exhibit 4.2, File No. 1-3672). |
| | |
| 5.1 | Opinion of Stephen C. Lee, Esq., Vice President, Interim General Counsel and Secretary of Ameren Illinois, regarding the
legality of the Bonds (including consent). |
| | |
| 5.2 | Opinion of Morgan, Lewis & Bockius LLP regarding the legality of the Bonds (including consent). |
| | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL). |
* Incorporated by reference as indicated.
This combined Form 8-K is being filed separately
by Ameren Corporation and Ameren Illinois Company (each a “registrant”). Information contained herein relating to any individual
registrant has been filed by such registrant on its own behalf. No registrant makes any representation as to information relating to any
other registrant.
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 thereunto duly authorized.
The signature for each undersigned company shall be deemed to relate only to matters having reference to such company or its subsidiaries.
| |
AMEREN CORPORATION |
| |
(Registrant) |
| |
|
|
| |
By: |
/s/ Michael L. Moehn |
| |
Name: |
Michael L. Moehn |
| |
Title: |
Senior Executive Vice President and Chief Financial Officer |
| |
|
|
| |
AMEREN ILLINOIS COMPANY |
| |
(Registrant) |
| |
|
|
| |
By: |
/s/ Leonard P. Singh |
| |
Name: |
Leonard P. Singh |
| |
Title: |
Chairman and President |
Date: September 26, 2025
