Ameren (NYSE: AEE) registers 1.89M shares for DRPlus dividend plan
Ameren Corporation registers 1,894,702 shares of common stock for sale under its DRPlus Dividend Reinvestment and Stock Purchase Plan. The prospectus states shares sold under the Plan may be newly-issued or treasury shares or purchased in the open market.
The prospectus describes Plan mechanics including a $250 minimum initial investment for non-shareholders, optional cash investments up to $360,000 per calendar year, and dividend reinvestment options (minimum 10). Context figures include 276,751,616 shares outstanding as of May 11, 2026 and a reported last sale price of $109.60 on May 14, 2026.
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Insights
DRP registration formalizes available shares for dividend reinvestment purchases.
The prospectus registers 1,894,702 shares under the DRPlus plan, noting these shares may be issued by Ameren or acquired in the open market. If Ameren issues shares, proceeds would be added to general corporate funds and could be used for construction, debt retirement, acquisitions, or general corporate purposes.
Actual cash proceeds to the company depend on the source of shares; open-market purchases by an independent agent would yield no proceeds to Ameren. Subsequent filings or Plan activity reports will clarify how many shares, if any, are newly issued versus purchased.
Registration attaches standard qualifiers and indemnification provisions; corporate governance limits are disclosed.
The registration statement is filed on Form S-3 and incorporates prior filings by reference, including the 2025 Form 10-K and the Q1 2026 Form 10-Q. The prospectus preserves issuer qualifiers such as "from time to time after the effective date" and describes anti-takeover provisions and indemnification language in the by-laws.
Material legal effects include that issuance of newly-issued shares would increase outstanding shares; if shares are purchased in the market, Ameren would not receive proceeds. Monitor future prospectus supplements or Form 8-Ks for any exercise of issuance authority.
Key Figures
Key Terms
DRPlus Dividend Reinvestment and Stock Purchase Plan financial
Direct Registration System (DRS) technical
Permitted Investments financial
Rule 415(a)(6) regulatory
Batch Order market
Offering Details
SECURITIES AND EXCHANGE COMMISSION
THE SECURITIES ACT OF 1933
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Missouri
(State or other jurisdiction
of incorporation or organization) |
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43-1723446
(I.R.S. Employer
Identification No.) |
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St. Louis, Missouri 63103
(314) 621-3222
area code, of registrant’s principal executive offices)
Executive Vice President and Chief Financial Officer
DAVID M. FEINBERG
Executive Vice President, General Counsel and Secretary
1901 Chouteau Avenue
St. Louis, Missouri 63103
(314) 621-3222
including area code, of agents for service)
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Smaller reporting company
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Emerging growth company
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Page
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Ameren Corporation
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| | | | 1 | | |
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Description of the Plan
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| | | | 4 | | |
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Description of Common Stock
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| | | | 17 | | |
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Use of Proceeds
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| | | | 18 | | |
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Legal Matters
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Experts
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Attention: Office of the Secretary
P.O. Box 66149, Mail Code 1310
St. Louis, Missouri 63166-6149
Telephone: (314) 621-3222
P.O. Box 64856
St. Paul, MN 55164-0874
1110 Centre Pointe Curve, Suite 101
Mendota Heights, MN 55120-4100
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Minimum cash investments
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Minimum one-time initial purchase for new investors*
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$250.00
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Minimum one-time optional cash investment
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$25.00
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Minimum recurring automatic investment
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$25.00
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Maximum cash investments
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Maximum annual investment
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$360,000.00
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Dividend reinvestment options
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Reinvestment options
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Full reinvestment
and partial reinvestment (minimum of 10%) |
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Investment fees
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Initial enrollment (new investors only)
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Company paid
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Dividend reinvestment
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Company paid
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Check investment
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Company paid
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One-time automatic investment
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Company paid
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Recurring automatic investment
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Company paid
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Dividend purchase trading commission per share
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$0.04
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Optional cash purchase trading commission per share
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$0.04
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Sales fees
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Batch Order
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Company paid
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Market Order
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$25.00
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Limit Order per transaction (Day/GTD/GTC)
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$30.00
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Stop Order
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$30.00
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Sale trading commission per share (for all orders)
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$0.04
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Direct deposit of sale proceeds
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$5.00
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Other fees
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Certificate deposit
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Company paid
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Returned check / Rejected automatic bank withdrawals
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$35.00 per item
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Prior year duplicate statements
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$15.00 per year
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Dividend Reinvestment
and Stock Purchase Plan
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Securities and Exchange Commission registration fee(1)
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| | | $ | 9,401.55* | | |
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Stock exchange listing fees
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| | | | 10,000 | | |
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Printing expenses
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| | | | 5,000 | | |
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Fees of accountants
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| | | | 25,000 | | |
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Fees of attorneys
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| | | | 50,000 | | |
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Miscellaneous expenses
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| | | | 598.45 | | |
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Total
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| | | $ | 100,000 | | |
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Exhibit
No. |
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Description
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Restated Articles of Incorporation of Ameren (Annex F to Part I of the Registration Statement on Form S-4, File No. 33-64165).
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Certificate of Amendment to Ameren’s Restated Articles of Incorporation filed December 14, 1998 (1998 Form 10-K, Exhibit 3(i), File No. 1-14756).
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Certificate of Amendment to Ameren’s Restated Articles of Incorporation filed April 21, 2011 (April 21, 2011 Form 8-K, Exhibit 3(i), File No. 1-14756).
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Certificate of Amendment to Ameren’s Restated Articles of Incorporation filed December 18, 2012 (December 18, 2012 Form 8-K, Exhibit 3.1(i), File No. 1-14756).
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By-Laws of Ameren, as amended effective August 9, 2024 (August 9, 2024 Form 8-K, Exhibit 3.1, File No. 1-14756).
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Opinion of Stephen C. Lee, Esq., Vice President and Deputy General Counsel of Ameren, regarding the validity of the securities.
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Consent of PricewaterhouseCoopers LLP.
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Consent of Stephen C. Lee, Esq., Vice President and Deputy General Counsel of Ameren (included in Exhibit 5).
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| | 24 | | |
Power of Attorney.
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| | 107 | | | Filing Fee Table. | |
Chairman, President and Chief Executive Officer
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Name
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Title
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Date
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/s/ Martin J. Lyons, Jr.
Martin J. Lyons, Jr.
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Chairman, President, and Chief Executive Officer, and Director (Principal Executive Officer)
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May 15, 2026
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/s/ Leonard P. Singh
Leonard P. Singh
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Executive Vice President and Chief Financial Officer (Principal Financial Officer)
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May 15, 2026
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/s/ Theresa A. Shaw
Theresa A. Shaw
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Senior Vice President, Chief Accounting and Transformation Officer (Principal Accounting Officer)
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May 15, 2026
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Cynthia J. Brinkley
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Director
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May 15, 2026
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Ward H. Dickson
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Director
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May 15, 2026
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Jamie L. Engstrom
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Director
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May 15, 2026
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Ellen M. Fitzsimmons
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Director
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May 15, 2026
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Rafael Flores
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Director
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May 15, 2026
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Richard J. Harshman
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Director
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May 15, 2026
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Name
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Title
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Date
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Craig S. Ivey
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Director
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May 15, 2026
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Steven H. Lipstein
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Director
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May 15, 2026
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Leo S. Mackay, Jr.
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Director
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May 15, 2026
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Timothy S. Rausch
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Director
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May 15, 2026
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Steven O. Vondran
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Director
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May 15, 2026
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*By:
/s/ Leonard P. Singh
Leonard P. Singh
Attorney-in-Fact |
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May 15, 2026
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