American Electric Power (NASDAQ: AEP) issues $2.0B junior subordinated debt

Rhea-AI Filing Summary

American Electric Power Company, Inc. entered into an underwriting agreement for a large subordinated debt financing. The company is offering and selling $1.1 billion of 5.800% Fixed-to-Fixed Reset Rate Junior Subordinated Debentures, Series C, due 2056 and $900 million of 6.050% Fixed-to-Fixed Reset Rate Junior Subordinated Debentures, Series D, also due 2056. These long-dated junior subordinated debentures rank below senior debt and are designed to provide the company with long-term capital while paying fixed coupons that reset at specified times.

Insights

Utility capital structure analyst

AEP is adding $2.0B of long-dated junior subordinated debt to its capital stack.

American Electric Power has arranged an underwritten sale of two tranches of junior subordinated debentures: $1.1 billion at 5.800% (Series C) and $900 million at 6.050% (Series D), both maturing in 2056. These instruments sit below senior debt but above equity.

Junior subordinated debentures are often treated as hybrid capital, helping support credit metrics while locking in long-term funding. The fixed-to-fixed reset structure means coupons are fixed initially, then reset at defined dates, which can shift interest costs over time depending on future rate levels.

Key factors for evaluation include how this additional $2.0 billion of subordinated debt interacts with existing leverage, and any future disclosures on use of proceeds or refinancing of other obligations in subsequent AEP filings.

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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) September 23, 2025

AMERICAN ELECTRIC POWER COMPANY, INC.

(Exact Name of Registrant as Specified in Its Charter)

New York			1-3525			13-4922640
(State or Other Jurisdiction of			(Commission File Number)			(IRS Employer Identification
Incorporation)						No.)

1 Riverside Plaza,			Columbus,			OH			43215
(Address of Principal Executive Offices)									(Zip Code)

(Registrant's Telephone Number, Including Area Code) (614) 716-1000

(Former Name or Former Address, if Changed Since Last Report)

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 (see General Instruction A.2. below):

☐			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:

Registrant			Title of each class			Trading Symbol(s)			Name of each exchange on which registered
American Electric Power Company, Inc.			Common Stock, $6.50 par value			AEP			The NASDAQ Stock Market LLC

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).
Emerging growth company			☐
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 September 23, 2025, American Electric Power Company, Inc. (the “Company”) entered into an Underwriting Agreement with BofA Securities, Inc., Goldman Sachs & Co. LLC, Mizuho Securities USA LLC, Morgan Stanley & Co. LLC and Truist Securities, Inc. as representatives of the underwriters named therein, relating to the offering and sale by the Company of $1,100,000,000 of 5.800% Fixed-to-Fixed Reset Rate Junior Subordinated Debentures, Series C, due 2056 (the “Series C Debentures”) and $900,000,000 of 6.050% Fixed-to-Fixed Reset Rate Junior Subordinated Debentures, Series D, due 2056 (the “Series D Debentures,” collectively, the “Debentures”).

Item 9.01.    Financial Statements and Exhibits

(c)    Exhibits

1(a)			Underwriting Agreement, dated September 23, 2025, between the Company and the Underwriters named in Exhibit 1 thereto, in connection with the sale of the Debentures.
4(a)			Supplemental Indenture No. 7 between the Company and The Bank of New York Mellon Trust Company, N.A. as trustee, dated September 25, 2025, establishing the terms of the Debentures.
4(b)			Form of the Debentures (included in Exhibit 4(a) hereto).
5(a)			Opinion of William E. Johnson regarding the legality of the Debentures.
8(a)			Opinion of Gibson, Dunn & Crutcher LLP regarding certain tax matters.
104			Cover Page Interactive Data File - The cover page iXBRL tags are embedded within the inline XBRL document.

SIGNATURE

    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.

			AMERICAN ELECTRIC POWER COMPANY, INC.
			By:			/s/ David C. House
			Name:			David C. House
			Title			Assistant Secretary

September 25, 2025

FAQ

What debt securities is American Electric Power (AEP) offering in this 8-K?

American Electric Power is offering two series of junior subordinated debentures. The company will sell $1.1 billion of 5.800% Series C debentures due 2056 and $900 million of 6.050% Series D debentures due 2056 under an underwriting agreement with several major investment banks.

What are the interest rates on AEP’s new junior subordinated debentures?

The new AEP junior subordinated debentures carry fixed coupon rates. Series C debentures pay 5.800% and Series D debentures pay 6.050%. Both are structured as fixed-to-fixed reset rate instruments, meaning the coupon will reset on specified future dates instead of remaining fixed to maturity.

How much capital is AEP raising through these new debentures?

AEP is raising a total of $2.0 billion through the debentures. The transaction includes $1,100,000,000 of Series C 5.800% junior subordinated debentures and $900,000,000 of Series D 6.050% junior subordinated debentures, each maturing in 2056, under a single underwriting agreement.

Who are the underwriters for American Electric Power’s new debenture offering?

The offering is underwritten by a syndicate led by major investment banks. Representatives include BofA Securities, Goldman Sachs & Co. LLC, Mizuho Securities USA LLC, Morgan Stanley & Co. LLC, and Truist Securities, Inc., acting for the underwriters named in the agreement.

What legal and tax opinions support AEP’s new debenture issuance?

The transaction is supported by specific legal and tax opinions. An opinion from William E. Johnson addresses the legality of the debentures, while Gibson, Dunn & Crutcher LLP provides an opinion on certain tax matters. These opinions are included as exhibits to the current report.

What key documents related to AEP’s debentures are included as exhibits?

Several core transaction documents are filed as exhibits. These include the underwriting agreement, a supplemental indenture establishing the debenture terms, the form of the debentures themselves, and legal and tax opinions, along with an inline XBRL cover page data file for the report.