[8-K] Ameren Corporation Reports Material Event

Rhea-AI Filing Summary

National CineMedia, Inc. (NCMI) filed a Form 144 indicating an insider’s intent to sell 45,000 common shares through Morgan Stanley Smith Barney on or about 31 Jul 2025 on the NASDAQ. The proposed sale carries an aggregate market value of $228,150 versus 93.6 million shares outstanding, representing roughly 0.05 % of total shares.

The shares were obtained via restricted stock unit (RSU) vestings dated 31 Jul 2025 (74,560 units) and 1 Aug 2025 (7,911 units) as compensation from the issuer. The filing also discloses a recent sale of 37,828 shares on 30 Jul 2025 that produced $182,330.96 in gross proceeds.

The seller certifies no knowledge of undisclosed material adverse information. The document contains no additional operating or financial data.

Positive

• None.

Negative

• Insider activity: Notice of intent to sell 45,000 shares plus recent sale of 37,828 shares may signal continued insider divestiture.

Insights

Securities Analyst

TL;DR: Insider plans to sell 45 K NCMI shares (~$228 K); scale is minor at 0.05 % of float—overall neutral.

The Form 144 merely notifies of an upcoming discretionary sale. With 93.6 M shares outstanding, the planned disposition is immaterial in size and unlikely to affect liquidity or control. Shares were gained via routine RSU vesting, and a prior 37.8 K-share sale occurred the day before. No financial metrics, guidance changes, or strategic disclosures accompany the notice, so the filing’s investment relevance is limited to tracking insider activity. Given the small percentage and absence of other news, I classify the impact as neutral.

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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): July 31, 2025

  ________________________________________________

AMEREN CORPORATION

(Exact name of registrant as specified in its charter)

  ________________________________________________

Missouri			1-14756			43-1723446
(State or 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 2.02 Results of Operations and Financial Condition.

On July 31, 2025, Ameren Corporation (“Ameren”) issued a press release announcing its earnings for the quarterly period ended June 30, 2025. The press release is attached as Exhibit 99.1 and is incorporated herein by reference. The information furnished pursuant to this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of Ameren under the Securities Act of 1933, as amended, or the Exchange Act.

ITEM 8.01 Other Events.

In its press release dated July 31, 2025, Ameren disclosed the following unaudited consolidated financial statements: Statement of Income for the three and six months ended June 30, 2025, and June 30, 2024, Balance Sheet at June 30, 2025, and December 31, 2024, and Statement of Cash Flows for the six months ended June 30, 2025, and June 30, 2024. The foregoing consolidated financial statements are attached as Exhibit 99.2, and Ameren hereby incorporates such consolidated financial statements into this Item 8.01 of this Current Report on Form 8-K.

ITEM 9.01 Financial Statements and Exhibits.

(d)Exhibits

Exhibit Number:						Title:
99.1*						Press release regarding earnings for the quarterly period ended June 30, 2025, issued on July 31, 2025, by Ameren.
99.2						Ameren’s unaudited consolidated Statement of Income for the three and six months ended June 30, 2025, and June 30, 2024, Balance Sheet at June 30, 2025, and December 31, 2024, and Statement of Cash Flows for the six months ended June 30, 2025, and June 30, 2024.
104						Cover Page Interactive Data File (formatted as Inline XBRL)

* Exhibit 99.1 is intended to be deemed furnished rather than filed pursuant to General Instruction B.2. of Form 8-K.

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SIGNATURE

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

AMEREN CORPORATION

(Registrant)

By: /s/ Michael L. Moehn

Name: Michael L. Moehn

Title: Senior Executive Vice President and Chief Financial Officer

Date: July 31, 2025

3

FAQ

How many National CineMedia (NCMI) shares are being proposed for sale?

The Form 144 covers 45,000 common shares.

What is the estimated value of the shares to be sold under Form 144?

The aggregate market value is $228,150.

When is the planned sale date for the 45,000 NCMI shares?

The approximate sale date disclosed is July 31, 2025.

How many shares of National CineMedia are outstanding?

The filing lists 93,635,560 shares outstanding.

Were any NCMI shares sold recently by the same insider?

Yes, 37,828 shares were sold on July 30, 2025 for gross proceeds of $182,330.96.

How were the shares being sold acquired?

They were acquired through RSU vestings on 31 Jul 2025 and 1 Aug 2025 as compensation.