American Electric Power (NASDAQ: AEP) to Offer 5.800% and 6.050% Junior Debt

Rhea-AI Filing Summary

American Electric Power Company, Inc. entered into an underwriting agreement on December 3, 2025 with Guggenheim Securities, J.P. Morgan, MUFG Securities Americas, PNC Capital Markets, Scotia Capital (USA), and Wells Fargo Securities for the offering and sale of $400,000,000 of 5.800% Fixed-to-Fixed Reset Rate Junior Subordinated Debentures, Series C, due 2056, and $600,000,000 of 6.050% Fixed-to-Fixed Reset Rate Junior Subordinated Debentures, Series D, due 2056.

The Series C and Series D debentures are additional issuances of securities first issued on September 25, 2025, and upon completion of this offering the aggregate principal amount outstanding of debentures in each of these series is stated as $1,500,000,000. Related exhibits include the underwriting agreement, an amended and restated supplemental indenture establishing the debentures’ terms, the form of the debentures, and legal and tax opinions covering the validity of the securities and certain tax matters.

Insights

Utility credit analyst

AEP is issuing $400M and $600M long-dated junior subordinated debentures, expanding its fixed-rate capital structure.

American Electric Power Company, Inc. has agreed to sell $400,000,000 of 5.800% Fixed-to-Fixed Reset Rate Junior Subordinated Debentures, Series C, due 2056 and $600,000,000 of 6.050% Fixed-to-Fixed Reset Rate Junior Subordinated Debentures, Series D, due 2056 under an underwriting agreement dated December 3, 2025. These tranches are add-ons to series first issued on September 25, 2025, bringing the aggregate principal amount outstanding in each series to $1,500,000,000 after completion of the offering.

Junior subordinated debentures are long-term obligations that rank below senior debt in the capital structure but ahead of common equity, and here they carry fixed coupons of 5.800% and 6.050% to a stated maturity in 2056. The use of a fixed-to-fixed reset rate structure means investors receive a fixed rate initially and a reset to another fixed rate at a later point, which can help balance interest-rate and duration characteristics for both issuer and holders.

Key documentation is provided through an amended and restated supplemental indenture dated December 5, 2025, which establishes the debentures’ terms, along with a form of the debentures and legal and tax opinions. Together, these exhibits outline the contractual framework, confirm the legality of the issuance, and address certain tax considerations relevant to holders of the new securities.

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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) December 3, 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 December 3, 2025, American Electric Power Company, Inc. (the “Company”) entered into an Underwriting Agreement with Guggenheim Securities, LLC, J.P. Morgan Securities LLC, MUFG Securities Americas Inc., PNC Capital Markets LLC, Scotia Capital (USA) Inc., and Wells Fargo Securities, LLC as representatives of the underwriters named therein, relating to the offering and sale by the Company of $400,000,000 of 5.800% Fixed-to-Fixed Reset Rate Junior Subordinated Debentures, Series C, due 2056 (the “Series C Debentures”) and $600,000,000 of 6.050% Fixed-to-Fixed Reset Rate Junior Subordinated Debentures, Series D, due 2056 (the “Series D Debentures,” collectively, the “Debentures”). The Series C Debentures are part of the same series of debt securities issued by the Company on September 25, 2025. Upon completion of this offering, the aggregate principal amount of outstanding Senior C Debentures is $1,500,000,000. The Series D Debentures are part of the same series of debt securities issued by the Company on September 25, 2025. Upon completion of this offering, the aggregate principal amount of outstanding Senior D Debentures is $1,500,000,000.

Item 9.01.    Financial Statements and Exhibits

(c)    Exhibits

1(a)			Underwriting Agreement, dated December 3, 2025, between the Company and the Underwriters named in Exhibit 1 thereto, in connection with the sale of the Debentures.
4(a)			Amended and Restated Supplemental Indenture No. 7 between the Company and The Bank of New York Mellon Trust Company, N.A. as trustee, dated December 5, 2025, establishing the terms of the Debentures.
4(b)			Form of the Debentures (included in Exhibit 4(a) hereto).
5(a)			Opinion of David C. House 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

December 5, 2025

FAQ

What new debt is American Electric Power (AEP) issuing?

American Electric Power is issuing $400,000,000 of 5.800% Series C Fixed-to-Fixed Reset Rate Junior Subordinated Debentures due 2056 and $600,000,000 of 6.050% Series D Junior Subordinated Debentures due 2056.

What are the interest rates and maturity on AEPs new debentures?

The Series C junior subordinated debentures carry a 5.800% coupon and the Series D debentures carry a 6.050% coupon, and both series are stated to mature in 2056.

How large will each series of AEP junior subordinated debentures be after this offering?

After completion of this offering, the company states that the aggregate principal amount outstanding of debentures in each of these series will be $1,500,000,000.

Who are the underwriters for American Electric Powers 2025 junior subordinated debenture offering?

The underwriting agreement is with Guggenheim Securities, J.P. Morgan, MUFG Securities Americas, PNC Capital Markets, Scotia Capital (USA), and Wells Fargo Securities as representatives of the underwriters named in the agreement.

What key legal documents support AEPs new debenture issuance?

Key exhibits include the Underwriting Agreement, an Amended and Restated Supplemental Indenture No. 7 establishing the debentures terms, the form of the debentures, an opinion on legality from David C. House, and a tax opinion from Gibson, Dunn & Crutcher LLP.