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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): February 6, 2026
AMEREN CORPORATION
(Exact Name of Registrant as Specified
in Charter)
| Missouri |
1-14756 |
43-1723446 |
(State or other jurisdiction of
incorporation) |
(Commission
File Number) |
(IRS Employer Identification
Number) |
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 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(d) On
February 6, 2026, the Board of Directors (the "Board") of Ameren Corporation ("Ameren") elected Timothy S. Rausch
to the Board, with a term beginning on March 1, 2026, and expiring at Ameren's Annual Meeting of Shareholders in 2026. Also effective
March 1, 2026, the Board appointed Mr. Rausch to the Finance Committee and the Nuclear, Operations and Environmental Sustainability Committee
of the Board. No arrangement or understanding exists between Mr. Rausch and Ameren or, to Ameren's knowledge, any other person or persons
pursuant to which Mr. Rausch was selected as a director. Mr. Rausch will participate in the Company’s standard non-employee director
compensation program as more fully described in the Company’s Proxy Statement filed with the Securities and Exchange Commission
on March 25, 2025.
Mr. Rausch served as Executive Vice President and
Chief Nuclear Officer of Tennessee Valley Authority ("TVA") from October 2018 to July 2025. TVA is a federally owned electric
utility corporation serving over 10 million people across the southeastern United States. He previously served as Senior Vice President
and Chief Nuclear Officer of both Talen Energy Corporation, from June 2015 to September 2018, and PPL Corporation, from June 2009 to June
2015.
Mr. Rausch had no business relationships with Ameren
or its subsidiaries in 2025 or to the date hereof in 2026 which are required to be reported under Item 404(a) of the Securities and Exchange
Commission Regulation S-K.
ITEM 7.01 Regulation FD Disclosure.
On February 9, 2026, Ameren issued a press release
announcing Mr. Rausch's election to the Board. A copy of that press release is furnished as Exhibit 99.1 to this Report.
ITEM 9.01 Financial Statements and Exhibits.
|
Exhibit
Number
|
|
Title |
| |
|
| 99.1 |
|
Press release issued on February 9, 2026, by Ameren. |
| |
|
|
| 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 thereunto duly authorized.
| |
AMEREN CORPORATION |
| |
(Registrant) |
| |
|
| |
By: |
/s/ David M. Feinberg |
| |
Name: |
David M. Feinberg |
| |
Title: |
Executive Vice President, General Counsel and Secretary |
Date: February 9, 2026
Exhibit 99.1
1901 Chouteau Avenue :
St. Louis, MO 63103 : Ameren.com
| Contacts |
Media
Ameren Communications
314.554.2182
communications@ameren.com |
Financial Analysts and Institutional Investors
Andrew Kirk
314.554.3942
akirk@ameren.com |
|
| |
For Immediate Release |
| |
|
| |
Tim Rausch joins Ameren board of directors |
| |
|
| |
ST. LOUIS (Feb. 9, 2026) — Ameren Corporation (NYSE: AEE) announced today that Timothy S. Rausch has been elected to the Ameren board of directors, effective March 1. |
| |
Rausch
served as executive vice president and chief nuclear officer of Tennessee Valley Authority ("TVA") from October 2018 to July
2025. TVA is a federally owned electric utility corporation serving over 10 million people across the southeastern United States. He previously
served as senior vice president and chief nuclear officer of both Talen Energy Corporation from June 2015 to September 2018 and PPL Corporation
from June 2009 to June 2015. Earlier in his career, he also held various leadership positions in nuclear generation at Exelon Nuclear
Corporation and FirstEnergy Corporation. |
|
 |
| |
"Tim is a recognized leader in nuclear generation and will bring tremendous value to Ameren's board of directors based on his extensive experience leading high-performing nuclear generation operations at some of the largest electric utilities in the country," said Martin J. Lyons, chairman, president and chief executive officer of Ameren. "Nuclear generation will continue to be an important element of Ameren's diverse generation resource strategy to ensure reliable, resilient and affordable energy for our customers." |
| |
|
| |
Rausch earned a Master of Business Administration from Cleveland State University and a Bachelor of Science in nuclear engineering from the University of Cincinnati. |
| |
|
| |
About Ameren Corporation |
| |
St. Louis-based Ameren Corporation powers the quality of life for 2.5 million
electric customers and more than 900,000 natural gas customers in a 64,000-square-mile area through its Ameren Missouri and Ameren
Illinois rate-regulated utility subsidiaries. Ameren Illinois provides electric transmission and distribution service and natural
gas distribution service. Ameren Missouri provides electric generation, transmission and distribution service, as well as natural
gas distribution service. Ameren Transmission Company of Illinois develops, owns and operates rate-regulated regional electric transmission
projects in the Midcontinent Independent System Operator, Inc. For more information, visit Ameren.com, or follow us at @AmerenCorp, Facebook.com/AmerenCorp,
or LinkedIn.com/company/Ameren. |
###