Ameren (NYSE: AEE) adds $2,000,000,000 to equity distribution plan

(Moderate)

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Ameren Corporation expanded its existing equity distribution program for its common stock. On July 31, 2026, the company delivered a notice under Section 3(x) of its Equity Distribution Sales Agreement with multiple financial institutions acting as sales agents, forward sellers and forward purchasers, increasing by $2,000,000,000 the aggregate gross sales price authorized under the program.

After this increase, Ameren states that common stock with an aggregate gross sales price of up to $2,266,700,000 remains available for issuance under the equity distribution program. The company is not obligated to offer or sell any common stock under the Sales Agreement and may suspend offers at any time.

Filing Explained

Any effect on existing holders depends on future sales of newly issued shares; this notice does not establish current dilution.

The filing is a capacity notice, not a report that shares were sold or that proceeds were received.

For existing common holders, dilution is conditional: if the program sells newly issued shares, total shares rise and each holder’s percentage ownership falls, absent offsetting changes.

The filing provides no share count, sale price, or proceeds received, so any actual ownership change or cash raised cannot be sized from this notice.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Program increase: $2,000,000,000 Remaining program capacity: $2,266,700,000 Par value: $0.01 per share

3 metrics

Program increase $2,000,000,000 Increase in aggregate gross sales price authorized under the equity distribution program

Remaining program capacity $2,266,700,000 Aggregate gross sales price of common stock remaining available under the program after the increase

Par value $0.01 per share Par value of Ameren Corporation common stock

Key Terms

Equity Distribution Sales Agreement, forward sellers, forward purchasers, aggregate gross sales price, +1 more

5 terms

Equity Distribution Sales Agreement financial

"pursuant to Section 3(x) of its Equity Distribution Sales Agreement"

forward sellers financial

"as sales agents and as forward sellers (in such capacities as applicable"

Forward sellers are individuals or entities that agree to sell an asset at a predetermined price on a future date. This arrangement allows them to lock in a price now, regardless of how market values change later. For investors, forward sellers can help manage risk or plan for future needs, but they also face the possibility of missing out on potential price increases.

forward purchasers financial

"as forward purchasers (the “Forward Purchasers”)"

Forward purchasers are investors or firms who agree ahead of time to buy a specific number of securities or assets at a set price on a future date, similar to placing a pre-order for a product that will ship later. They matter to investors because these commitments provide predictable demand and funding for the issuer, but they can also affect share supply and pricing when the agreed sales are fulfilled, influencing market value and dilution risk.

aggregate gross sales price financial

"increasing by $2,000,000,000 the aggregate gross sales price authorized"

equity distribution program financial

"under the Company’s equity distribution program (the “Program”)"

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Understanding 8-K Material Events →

Available on EDGAR 08/04/2026 - 05:16 PM Accepted by SEC EDGAR 08/04/2026 - 05:15 PM

FAQ

What change did Ameren (AEE) make to its equity distribution program?

Ameren increased the authorized capacity of its equity distribution program by $2,000,000,000. This higher limit allows the company to issue additional common stock over time through designated sales agents and forward sellers if it chooses to access the program.

How much common stock capacity remains under Ameren (AEE)’s program?

After the July 31, 2026 change, Ameren reports that common stock with an aggregate gross sales price of up to $2,266,700,000 remains available for issuance. This figure reflects the remaining potential capacity under the equity distribution program, not shares already sold.

Is Ameren (AEE) required to sell stock under the equity distribution program?

Ameren is not required to sell any shares under the program. The company explicitly states it has no obligation to offer or sell common stock and may suspend offers under the Equity Distribution Sales Agreement at any time, providing flexibility in if and when it uses the program.

Who are the financial institutions involved in Ameren (AEE)’s equity distribution program?

The program uses several institutions as sales agents, forward sellers and forward purchasers, including Barclays Capital Inc., BofA Securities, Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, and others. These firms facilitate potential common stock sales and related forward transactions.

What type of securities can Ameren (AEE) issue under this program?

Ameren may offer and sell shares of its common stock, par value $0.01 per share, under the program. Sales can occur from time to time through the designated agents or forward sellers, subject to the overall aggregate gross sales price limit remaining available.

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): July 31, 2026

AMEREN CORPORATION

(Exact name of registrant as specified in its charter)

Missouri	1-14756	43-1723446
(State of other jurisdiction of incorporation	(Commission File Number)	(I.R.S. Employer Identification No.)

1901 Chouteau Avenue, St. Louis, Missouri 63103

(Address of principal executive offices and Zip Code)

Registrant’s telephone number, including area code: (314) 621-3222

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

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). ¨

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. ¨

ITEM 8.01

Other Events.

On July 31, 2026, Ameren Corporation (the “Company”) delivered a notice pursuant to Section 3(x) of its Equity Distribution Sales Agreement dated May 12, 2021, as amended and supplemented, including by the First Amendment to Equity Distribution Sales Agreement dated August 7, 2025 (as so amended and supplemented, the “Sales Agreement”), with Barclays Capital Inc., BofA Securities, Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, Mizuho Securities USA LLC, Morgan Stanley & Co. LLC, MUFG Securities Americas Inc., RBC Capital Markets, LLC and Wells Fargo Securities, LLC, as sales agents and as forward sellers (in such capacities as applicable, the “Agents” and the “Forward Sellers”), and Bank of America, N.A., Barclays Bank PLC, Goldman Sachs & Co. LLC, JPMorgan Chase Bank, National Association, Mizuho Markets Americas LLC, Morgan Stanley & Co. LLC, MUFG Securities EMEA plc, Royal Bank of Canada and Wells Fargo Bank, National Association, as forward purchasers (the “Forward Purchasers”), increasing by $2,000,000,000 the aggregate gross sales price authorized under the Company’s equity distribution program (the “Program”), pursuant to which the Company, through the Agents or the Forward Sellers, may offer and sell from time to time shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”). After giving effect to such increase, Common Stock with an aggregate gross sales price of up to $2,266,700,000 remains available for issuance under the Program. The Company has no obligation to offer or sell any Common Stock under the Sales Agreement and may at any time suspend offers under the Sales Agreement.

This Current Report on Form 8-K is also being filed to report Exhibit 5.

ITEM 9.01

Financial Statements and Exhibits.

(d)

Exhibits

Exhibit Number

Title

5	Opinion of David M. Feinberg, Esq., Executive Vice President, General Counsel and Secretary of the Company, regarding the legality of the Common Stock (including consent).

104	Cover Page Interactive Data File (formatted as Inline XBRL)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	AMEREN CORPORATION
	(Registrant)

	By:	/s/ Leonard P. Singh
	Name:	Leonard P. Singh
	Title:	Executive Vice President and Chief Financial Officer

Date: August 4, 2026

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

4 documents