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AEP Insider Filing: RSU Vesting and 1,006-Share Sale by EVP Ferneau

Filing Impact
(Moderate)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

Kelly J. Ferneau, Executive Vice President of American Electric Power Co., Inc. (AEP), reported vesting and withholding of restricted stock units and a subsequent open-market sale. On 10/01/2025, portions of two RSU grants vested: 53 units from a 7/02/2022 grant and 351 units from an 10/23/2023 grant; those withheld units satisfied tax obligations at a price of $112.75 per share. On 10/02/2025 the reporting person sold 1,006 shares at $112.00 under a Rule 10b5-1 trading plan adopted on 5/15/2025. After these transactions the filing shows beneficial ownership of 5,676 common shares and remaining RSU balances of 6,682 and 6,735 units respectively. The Form 4 was signed by an attorney-in-fact on 10/03/2025.

Positive

  • Use of a Rule 10b5-1 trading plan for the sale provides procedural transparency
  • RSU tax-withholding was handled via withholding of vested units, avoiding separate cash outlays

Negative

  • Sale of 1,006 shares on 10/02/2025 reduced the reporting person’s common stock holdings
  • Notable concentration of executive compensation in RSUs (multiple grants) implies continued equity exposure

Insights

Insider disclosed scheduled vesting and a plan-based sale, indicating routine compensation liquidity.

The filing shows RSU vesting on 10/01/2025 with 404 units withheld for taxes at $112.75 per share; this is a common payroll tax withholding practice when equity grants vest.

The subsequent sale of 1,006 shares on 10/02/2025 was executed under a pre-established Rule 10b5-1 plan adopted on 5/15/2025, which typically provides an affirmative defense against insider trading allegations when properly implemented.

The transactions reflect compensation realization rather than discretionary trading.

Two separate RSU grants partially vested and resulted in tax-withheld share transfers (53 and 351 units), converting deferred equity into owned shares before the reported sale.

The net effect reduced RSU balances while leaving 5,676 common shares beneficially owned, clarifying the executive's equity position disclosed in the Form 4.

SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Ferneau Kelly J

(Last) (First) (Middle)
1 RIVERSIDE PLAZA

(Street)
COLUMBUS OH 43215

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
AMERICAN ELECTRIC POWER CO INC [ AEP ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Executive Vice President
3. Date of Earliest Transaction (Month/Day/Year)
10/01/2025
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Restricted Stock Units 10/01/2025 F 53(1) D $112.75 6,682 D
Restricted Stock Units 10/01/2025 F 351(2) D $112.75 6,735 D
Common Stock 10/02/2025 S 1,006(3) D $112 5,676 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. A portion of the reporting person's restricted stock unit (185) granted on July 2, 2022, vested on October 1, 2025. Upon vesting, 53 restricted stock units were withheld to satisfy the reporting person's tax liability.
2. A portion of the reporting person's restricted stock unit (1,225) granted on October 23, 2023, vested on October 1, 2025. Upon vesting, 351 restricted stock units were withheld to satisfy the reporting person's tax liability.
3. The sale reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on May 15, 2025.
Remarks:
/s/ David C. House, Attorney-in-Fact for Kelly J. Ferneau 10/03/2025
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did AEP EVP Kelly J. Ferneau report on Form 4?

The Form 4 reports RSU vesting on 10/01/2025 with 53 and 351 units withheld for taxes and a sale of 1,006 shares on 10/02/2025 at $112.00.

Why were restricted stock units withheld on 10/01/2025?

The filing states 53 and 351 vested RSUs were withheld to satisfy the reporting person's tax liability at $112.75 per share.

Was the share sale part of a planned program?

Yes. The sale of 1,006 shares was effected under a Rule 10b5-1 trading plan adopted on 5/15/2025.

How many AEP shares did the reporting person own after the transactions?

Following the transactions the Form 4 shows beneficial ownership of 5,676 common shares and RSU balances of 6,682 and 6,735 units.

Who signed the Form 4 and when?

The Form 4 was signed by David C. House, Attorney-in-Fact for Kelly J. Ferneau on 10/03/2025.
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United States
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