false
0001002910
0001002910
2025-08-07
2025-08-07
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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): August 7, 2025
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. ¨
On August 7, 2025, Ameren Corporation (the “Company”)
entered into a First Amendment to Equity Distribution Sales Agreement, dated August 7, 2025 (the “First Amendment”), which
amended the Equity Distribution Sales Agreement, dated May 12, 2021 (the “Original Sales Agreement”, and as so amended by
the First Amendment, 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”). The First Amendment, among other matters,
amended the Original Sales Agreement to add an additional Agent and Forward Seller and an additional Forward Purchaser (the “Additional
Forward Purchaser”) as parties to the Sales Agreement, and increased by $1,250,000,000 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 $1,482,210,000 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.
The Sales Agreement provides that, in addition
to the issuance and sale of shares of Common Stock by the Company to or through the Agents, the Company may enter into forward sale agreements
under separate master forward confirmations, a form of which is attached to the First Amendment as Exhibit C thereto, executed by and
between the Company and the Additional Forward Purchaser on August 7, 2025 and by and between the Company and each of the other Forward
Purchasers on May 12, 2021 (each, a “Master Forward Confirmation”), and related supplemental confirmations to be entered into
between the Company and the relevant Forward Purchaser pursuant thereto.
The foregoing descriptions of the First Amendment
and the Master Forward Confirmations do not purport to be complete and are qualified in their entirety by reference to the First Amendment,
which is filed as Exhibit 1 hereto, including the form of Master Forward Confirmation attached as Exhibit C thereto.
This Current Report on Form 8-K is also being filed
to report Exhibit 5.
| ITEM 9.01 | Financial Statements and Exhibits. |
| 1 | First Amendment to Equity Distribution Sales Agreement, dated August 7, 2025, by and among the Company
and 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, 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 (including form of master forward confirmation). |
| 5 | Opinion of Stephen C. Lee, Esq., Vice President, Interim 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/ Michael L. Moehn |
| |
Name: |
Michael L. Moehn |
| |
Title: |
Senior Executive Vice President and Chief Financial Officer |
Date: August 7, 2025
