[8-K] AMERICAN ELECTRIC POWER CO INC Reports Material Event

Rhea-AI Filing Summary

American Electric Power Company, Inc. (AEP) entered into a new Distribution Agreement with a syndicate of banks that allows it to sell from time to time up to $3.5 billion of its common stock in at-the-market offerings and related transactions. Sales can be made through multiple sales agents on the Nasdaq Global Select Market, through market makers, electronic networks or privately negotiated deals, and may also include shares sold to the agents acting as principals under separate terms agreements.

AEP may also enter into forward stock purchase transactions with designated forward purchasers, who will borrow and sell AEP shares to hedge these forward agreements. The initial forward sale price per share is based on the volume-weighted average sale price, reduced by up to a 2% commission and adjusted over time for interest and expected quarterly dividends. AEP can elect physical, cash or net share settlement, while each forward purchaser has limited rights to accelerate and require physical settlement. In connection with this new program, AEP terminated its prior $1.7 billion at-the-market and forward equity arrangement.

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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) November 25, 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:

Title of each class			Trading Symbol(s)			Name of each exchange on which registered
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 November 25, 2025, American Electric Power Company, Inc. (the “Company”) entered into a Distribution Agreement (the “Distribution Agreement”) with Barclays Capital Inc., BofA Securities, Inc., Citigroup Global Markets Inc., J.P. Morgan Securities LLC, Mizuho Securities USA LLC, MUFG Securities Americas Inc., Scotia Capital (USA) Inc. and Wells Fargo Securities, LLC, as sales agents (each, a “Sales Agent” and collectively, the “Sales Agents”) and Barclays Bank PLC, Bank of America, N.A., Citibank, N.A., JPMorgan Chase Bank, National Association, Mizuho Markets Americas LLC, MUFG Securities EMEA plc, The Bank of Nova Scotia and Wells Fargo Bank, National Association, as Forward Purchasers (each, a “Forward Purchaser” and collectively, the “Forward Purchasers”), pursuant to which the Company may sell, from time to time, up to an aggregate sales price of $3.5 billion of its common stock, par value $6.50 per share (the “Common Stock”), through the Sales Agents. Sales of the Common Stock made pursuant to the Distribution Agreement, if any, may be made in “at the market offerings” as defined in Rule 415 of the Securities Act, including sales made directly on the Nasdaq Global Select Market, the existing trading market for shares of our common stock, or sales made to or through a market maker or through an electronic communications network or by such other methods, including privately negotiated transactions (including block transactions), as we and any Sales Agent agree to in writing. Sales may also be made from time to time through the sales agents acting as principals for the offer and sale of shares of Common Stock. If the Company sells shares of Common Stock to a sales agent as principal, then it will enter into a separate terms agreement with that sales agent setting forth the terms of such transaction. Actual sales will depend on a variety of factors to be determined by the Company from time to time, including (among others) market conditions, the trading price of the Common Stock, capital needs and determinations by the Company of the appropriate sources of funding for the Company. Any shares sold will be offered and sold pursuant to the Company’s registration statement on Form S-3 (File No. 333-291275) filed with the Securities and Exchange Commission on November 5, 2025.

In addition to the issuance and sale of Common Stock by the Company through the Sales Agents, the Company also may enter into forward stock purchase transactions (each, a “Forward Transaction”) with the Forward Purchasers as set forth in a separate letter agreement (each, a “Forward Agreement”), a form of which is attached as Exhibit B to the Distribution Agreement. In connection with each Forward Agreement, the applicable Forward Purchaser will attempt to borrow from third parties and, through a Sales Agent, use commercially reasonable efforts consistent with its normal trading and sales practices to sell a number of shares of the Common Stock equal to the number of shares underlying such Forward Agreement to hedge such Forward Agreement.

The initial forward sale price per share under each Forward Agreement will equal the product of (1) an amount equal to one minus the applicable forward selling commission equal up to 2% and (2) the volume weighted average price per share at which the shares of Common Stock are sold and settled by the Sales Agents pursuant to the Distribution Agreement, subject to the price adjustment provisions of such Forward Agreement. If the Company elects to physically settle any Forward Agreement by delivering Common Stock, it will receive an amount of cash from the Forward Purchaser equal to the product of the initial forward sale price per share under such Forward Agreement and the number of shares underlying such Forward Agreement, subject to the price adjustment and other provisions of the Forward Agreement. Each Forward Agreement will provide that the initial forward sale price, as well as the sales prices used to calculate the initial forward sale price, will be subject to adjustment based on a floating interest rate factor equal to the overnight bank funding rate less a spread. In addition, the initial forward sale price will be subject to decrease on certain dates specified in such Forward Agreement by the amount per share of quarterly dividends the Company expects to declare during the term of such Forward Agreement. If the overnight bank funding rate is less than the spread on any day, the interest rate factor will result in a daily reduction of the forward sale price.

Except under the circumstances described in the next sentence, the Company has the right, in lieu of physical settlement of any Forward Agreement, to elect cash or net share settlement of such Forward Agreement. Each Forward Purchaser will have the right to accelerate its Forward Agreement and require the Company to physically settle on a date specified by the Forward Purchaser under the terms described in the Forward Agreement.

In connection with the foregoing, the Company terminated the distribution agreement, dated as of November 16, 2023, by and among the Company and the sales agents and forward purchasers party thereto providing for the offer and sale of up to $1.7 billion of Common Stock in "at-the-market" offerings and forward purchase transactions.

The summary of the Distribution Agreement and form of Forward Agreement in this report does not purport to be complete and is qualified by reference to the full text of the Distribution Agreement and the form of Forward Agreement (contained in Exhibit B therein), which is filed as Exhibit 1.1 to this Current Report on Form 8-K, and is incorporated herein by reference.

A copy of the opinion of David C. House is filed as Exhibit 5.1 and the consent of David C. House is filed as Exhibit 23.1. This Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.

Item 9.01.    Financial Statements and Exhibits

(c)    Exhibits

1.1			Distribution Agreement, dated November 25, 2025, by and among American Electric Power Company, Inc. and Barclays Capital Inc., BofA Securities, Inc., Citigroup Global Markets Inc., J.P. Morgan Securities LLC, Mizuho Securities USA LLC, MUFG Securities Americas Inc., Scotia Capital (USA) Inc., Wells Fargo Securities, LLC, Barclays Bank PLC, Bank of America, N.A., Citibank, N.A., JPMorgan Chase Bank, National Association, Mizuho Markets Americas LLC, MUFG Securities EMEA plc, The Bank of Nova Scotia and Wells Fargo Bank, National Association.
5.1			Opinion of David C. House, Esq.
23.1			Consent of David C. House, Esq. (included in Exhibit 5.1).
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

November 25, 2025

FAQ

What capital markets program did AEP (AEP) announce in this 8-K?

AEP entered into a new Distribution Agreement with several sales agents and forward purchasers that permits it to sell from time to time up to $3.5 billion of its common stock in at-the-market offerings and related transactions.

How will AEP shares be sold under the new $3.5 billion arrangement?

Shares of common stock may be sold in at-the-market offerings as defined in Rule 415, including sales directly on the Nasdaq Global Select Market, to or through a market maker, through electronic communications networks, or by other methods such as privately negotiated and block transactions agreed with any sales agent in writing.

What are the key features of AEP's forward stock purchase transactions?

AEP may enter into Forward Transactions with forward purchasers under separate Forward Agreements. The forward purchasers borrow and sell a number of AEP shares equal to the shares underlying each agreement. The initial forward sale price per share equals one minus a commission of up to 2% times the volume-weighted average price of the hedging sales, and is adjusted for a floating interest factor tied to the overnight bank funding rate and for expected quarterly dividends.

How does AEP receive cash under a Forward Agreement?

If AEP elects to physically settle a Forward Agreement by delivering common stock, it receives cash from the applicable forward purchaser equal to the product of the initial forward sale price per share and the number of shares underlying that agreement, subject to the price adjustment and other provisions in the Forward Agreement.

Can AEP choose alternatives to physical settlement of the forward equity deals?

Yes. Except in specific circumstances described in the Forward Agreements, AEP has the right, in lieu of physical settlement, to elect cash or net share settlement for any Forward Agreement, while each forward purchaser has the right to accelerate and require physical settlement on a specified date under agreed terms.

What happened to AEP's prior at-the-market equity program?

In connection with the new arrangement, AEP terminated its prior distribution agreement dated November 16, 2023, which had provided for the offer and sale of up to $1.7 billion of common stock in at-the-market offerings and forward purchase transactions.

Under which registration statement will AEP's new share sales occur?

Any shares sold under the new Distribution Agreement will be offered and sold pursuant to AEP's registration statement on Form S-3 (File No. 333-291275), which was filed with the Securities and Exchange Commission on November 5, 2025.