AES sells $1B senior notes due 2029 and 2033

AES sells $1B senior notes due 2029 and 2033

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8-K Event Classification

Key Figures

Key Terms

What type of debt did AES (AES) issue in this 8-K?

How large is AES’ new senior notes offering and how was it priced?

What will AES (AES) use the $1 billion notes proceeds for?

When do AES’ new 2029 and 2033 senior notes pay interest and mature?

Can AES redeem the new senior notes before maturity and at what price?

What protections do AES noteholders have in a change of control event?

Positive

Negative

The AES Corporation completed a $1 billion senior notes offering, issuing $600 million of 5.200% Notes due 2029 and $400 million of 5.750% Notes due 2033.

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

The AES Corporation completed a $1 billion senior notes offering, issuing $600 million of 5.200% Notes due 2029 and $400 million of 5.750% Notes due 2033. The notes were sold slightly below par, at 99.946% and 99.740% of principal, respectively.

AES intends to use the net proceeds to repay existing indebtedness and for general corporate purposes. The notes were issued under AES’ existing senior indenture and include optional redemption features, a tax credit redemption at 101% of principal, and a 101% repurchase offer upon a Change of Control Triggering Event.

AES adds $1B in fixed-rate debt mainly to refinance obligations.

AES has issued $600 million of 5.200% notes due 2029 and $400 million of 5.750% notes due 2033. Pricing just below par suggests a standard market transaction under its automatic shelf registration.

Management states that net proceeds will be used to repay existing indebtedness and for general corporate purposes, implying a refinancing focus rather than pure balance-sheet expansion. Overall leverage impact depends on which obligations are repaid, which is not detailed here.

The notes carry typical investment-grade features: optional “make whole” redemptions, par calls shortly before maturity, and a 101% change-of-control repurchase requirement. Future disclosures in periodic reports may clarify the specific debt repaid and any effect on interest expense.

3 items: 1.01, 2.03, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

2029 Notes principal: $600,000,000 2033 Notes principal: $400,000,000 2029 Notes coupon: 5.200% per annum +5 more

8 metrics

2029 Notes principal $600,000,000 5.200% Senior Notes due 2029

2033 Notes principal $400,000,000 5.750% Senior Notes due 2033

2029 Notes coupon 5.200% per annum Interest rate on 2029 Notes

2033 Notes coupon 5.750% per annum Interest rate on 2033 Notes

2029 Notes offering price 99.946% of principal Public offering price at issuance

2033 Notes offering price 99.740% of principal Public offering price at issuance

Change of control put price 101.00% of principal Repurchase offer upon Change of Control Triggering Event

Tax Credit Event redemption 101% of principal Optional redemption price upon Tax Credit Event

automatic shelf registration statement, Senior Notes, make whole redemption price, Change of Control Triggering Event, +2 more

6 terms

automatic shelf registration statement regulatory

"The offering of the Notes was made pursuant to AES’ automatic shelf registration statement on Form S-3."

An automatic shelf registration statement is a pre-approved filing that companies submit to securities regulators, allowing them to sell new shares or bonds quickly and efficiently when needed. It acts like a standing permit, enabling the company to raise money without going through a lengthy approval process each time, which can be helpful for responding promptly to market opportunities or needs. For investors, it provides transparency about the company's ability to raise funds and signals planning flexibility.

Senior Notes financial

"offering of $600,000,000 aggregate principal amount of its 5.200% Senior Notes due 2029 and $400,000,000 ... 5.750% Senior Notes due 2033"

Senior notes are a type of loan that a company borrows from investors, promising to pay it back with interest. They are called "senior" because in case the company faces financial trouble, these lenders are paid back before others. This makes senior notes safer for investors compared to other types of loans or bonds.

make whole redemption price financial

"AES may redeem the 2029 Notes and the 2033 Notes ... at the “make whole” redemption price described in the Indenture"

Change of Control Triggering Event financial

"Upon the occurrence of a Change of Control Triggering Event (as defined in the Indenture), the Company must offer to repurchase the Notes"

A change of control triggering event is a corporate transaction or shift—such as a merger, sale of a majority of shares, or a new party gaining board control—that automatically activates specific contractual rights or penalties. Investors care because these triggers can accelerate debt repayment, alter executive compensation, terminate agreements, or prompt buyouts, and those outcomes can materially affect a company’s value, cash flow and stock price like a sudden change in who runs or owns a household.

Principal Property financial

"restricting the ability of the Company to incur debt secured by any Principal Property (as defined in the Indenture)"

events of default financial

"In addition, the Indenture contains customary events of default."

Events of default are specific breaches or failures listed in a loan, bond, or credit agreement that give lenders the right to act, such as demanding immediate repayment, raising interest rates, or taking secured assets. They matter to investors because triggering one is like setting off a financial alarm: it raises the chance of foreclosure, restructuring, or bankruptcy and can sharply reduce the value of a company’s stock or bonds and increase borrowing costs.

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

AES issued senior unsecured notes in two tranches: $600 million of 5.200% Senior Notes due 2029 and $400 million of 5.750% Senior Notes due 2033. These notes rank as senior obligations under AES’ existing indenture structure.

The total offering size is $1 billion, split between 2029 and 2033 maturities. The 2029 Notes were priced at 99.946% of principal, and the 2033 Notes at 99.740%, meaning investors paid just below face value at issuance.

AES states it intends to use the net proceeds from the notes offering to repay existing indebtedness and for general corporate purposes. This points primarily to refinancing current debt rather than funding a specific acquisition or project detailed here.

Both note series pay interest semi-annually on January 15 and July 15, starting January 15, 2027. The 2029 Notes mature on July 15, 2029, while the 2033 Notes mature on July 15, 2033, defining the final repayment dates for principal.

AES may redeem both note series at a “make whole” price plus interest before June 15, 2029 (for 2029 Notes) and May 15, 2033 (for 2033 Notes). After those dates, it can redeem at 100% of principal plus accrued interest, subject to the indenture terms.

If a Change of Control Triggering Event occurs, AES must offer to repurchase the notes at 101.00% of principal plus accrued interest. This provision is designed to give noteholders an exit option if control of the company changes under defined conditions.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/16/2026 - 04:37 PM

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): June 11, 2026

THE AES CORPORATION

(Exact name of registrant as specified in its charter)

Delaware

001-12291

54-1163725

(State or other jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)


4300 Wilson Boulevard
Arlington, VA		22203
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code:

(703) 522-1315

NOT APPLICABLE

(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:

☐	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, par value $0.01 per share

AES

New York Stock Exchange

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 1.01 Entry into a Material Definitive Agreement

On June 16, 2026, The AES Corporation (the “Company” or “AES”) completed its previously announced offering of $600,000,000 aggregate principal amount of its 5.200% Senior Notes due 2029 (the “2029 Notes”) and $400,000,000 aggregate principal amount of its 5.750% Senior Notes due 2033 (the “2033 Notes” and, together with the 2029 Notes, the “Notes”). The offering of the Notes was made pursuant to AES’ automatic shelf registration statement (the “Registration Statement”) on Form S-3 (Registration No. 333-285715), filed with the Securities and Exchange Commission (the “SEC”) on March 11, 2025. AES has filed with the SEC a prospectus supplement, dated June 11, 2026, together with the accompanying prospectus, dated March 11, 2025 relating to the offer and sale of the Notes.

The public offering price of the 2029 Notes was 99.946% of the principal amount and the public offering price of the 2033 Notes was 99.740% of the principal amount. AES intends to use the net proceeds from the offering to repay existing indebtedness and for general corporate purposes.

In connection with the issuance of the Notes, the Company entered into an Underwriting Agreement (the “Underwriting Agreement”), dated June 11, 2026, among AES and J.P. Morgan Securities, LLC, Wells Fargo Securities, LLC, Citigroup Global Markets Inc., Goldman Sachs & Co. LLC and SMBC Nikko Securities America, Inc., as representatives of the several underwriters listed in Schedule A to the Underwriting Agreement. The foregoing description of the Underwriting Agreement is qualified in its entirety by the terms of such agreement, a copy of which is attached hereto as Exhibit 1.1 and is incorporated by reference herein.

The Notes were issued on June 16, 2026 pursuant to a Senior Indenture, dated as of December 8, 1998 (the “Base Indenture”), as amended and supplemented by a ninth supplemental indenture, dated as of April 3, 2003 (the “Ninth Supplemental Indenture”) and the thirty-second supplemental indenture, dated as of June 16, 2026 (the “Thirty-Second Supplemental Indenture”, and together with the Base Indenture and the Ninth Supplemental Indenture, the “Indenture”), between AES and Deutsche Bank Trust Company Americas, as successor to Wells Fargo Bank, N.A. and Bank One, National Association (formerly known as The First National Bank of Chicago), as Trustee.

Interest on the 2029 Notes accrues at a rate of 5.200% per annum and interest on the 2033 Notes accrues at a rate of 5.750% per annum. Interest on each series of Notes is payable on January 15 and July 15 of each year, beginning January 15, 2027. The 2029 Notes will mature on July 15, 2029 and the 2033 Notes will mature on July 15, 2033.

Prior to (i) in the case of the 2029 Notes, June 15, 2029 (one month prior to their maturity date) and (ii) in the case of the 2033 Notes, May 15, 2033 (two months prior to their maturity date), AES may redeem the 2029 Notes and the 2033 Notes at its option, in whole or in part, at any time and from time to time, at the “make whole” redemption price described in the Indenture, plus accrued and unpaid interest thereon to the redemption date. On or after June 15, 2029 and May 15, 2033, with respect to the 2029 Notes and the 2033 Notes, respectively AES may redeem the 2029 Notes and the 2033 Notes, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to the redemption date.

Upon the occurrence of a Tax Credit Event (as defined in the Indenture), the Company may redeem, upon a notice of redemption, the Notes, in whole but not in part, at a redemption price equal to 101% of the principal amount of the Notes, plus accrued and unpaid interest to the redemption date.

Upon the occurrence of a Change of Control Triggering Event (as defined in the Indenture), the Company must offer to repurchase the Notes at a price equal to 101.00% of their principal amount, plus accrued and unpaid interest, if any, to, but not including, the date of repurchase. The Indenture also contains covenants, subject to certain exceptions, restricting the ability of the Company to incur debt secured by any Principal Property (as defined in the Indenture) or by the debt or capital stock of any subsidiary held by the Company; to enter into any sale-lease back transactions involving any Principal Property; or to consolidate, merge, convey or transfer substantially all of its assets; as well as other covenants that are customary for debt securities like the Notes. In addition, the Indenture contains customary events of default.

The Base Indenture and Ninth Supplemental Indenture have been incorporated by reference as Exhibit 4.1 and Exhibit 4.2, respectively, to the Registration Statement. The Underwriting Agreement, the Thirty-Second Supplemental Indenture, the form of the 2029 Notes and the form of the 2033 Notes are attached to this Current Report on Form 8-K as Exhibit 1.1, Exhibit 4.1, Exhibit 4.2 and Exhibit 4.3, respectively, and are incorporated by reference into the Registration Statement. An opinion regarding the legality of the Notes is incorporated by reference into the Registration Statement and is attached to this Current Report on Form 8-K as Exhibit 5.1.

The above description of the Underwriting Agreement, the Indenture and the Notes does not purport to be complete and is qualified in its entirety by reference to the Underwriting Agreement, the Indenture and the form of Notes.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of Registrant

The information set forth under Item 1.01 above is hereby incorporated into this Item 2.03 by reference.

Safe Harbor Disclosure

This Current Report on Form 8-K contains forward-looking statements within the meaning of the Securities Act of 1933 and of the Securities Exchange Act of 1934. Forward-looking statements are not intended to be a guarantee of future results, but instead constitute the Company’s current expectations based on reasonable assumptions. Such forward-looking statements include, but are not limited to, the proposed use of proceeds therefrom and other expected effects of the offering of the Notes. Forward-looking statements are not intended to be a guarantee of future results, but instead constitute AES’ current expectations based on reasonable assumptions.

Actual results could differ materially from those projected in AES’ forward-looking statements due to risks, uncertainties and other factors. Important factors that could affect actual results are discussed in the prospectus supplement related to the offering and AES’ filings with the SEC, including, but not limited to, the risks discussed under Item 1A: “Risk Factors” and Item 7: “Management’s Discussion & Analysis” in AES’ 2025 Annual Report on Form 10-K, in AES’ Quarterly Report on Form 10-Q for the period ended March 31, 2026 and in subsequent reports filed with the SEC. Potential investors are encouraged to read AES’ filings to learn more about the risk factors associated with AES’ business. AES undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except where required by law.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits


Exhibit No.		Description

1.1		Underwriting Agreement, dated June 11, 2026, among The AES Corporation and J.P. Morgan Securities LLC, Wells Fargo Securities, LLC, Citigroup Global Markets Inc., Goldman Sachs & Co. LLC and SMBC Nikko Securities America, Inc., as representatives of the several underwriters

4.1		Thirty-Second Supplemental Indenture, dated June 16, 2026, between The AES Corporation and Deutsche Bank Trust Company Americas, as Trustee

4.2		Form of 5.200% Senior Notes due 2029 (included in Exhibit 4.1)

4.3		Form of 5.750% Senior Notes due 2033 (included in Exhibit 4.1)

5.1		Opinion of Davis Polk & Wardwell LLP

23.1		Consent of Davis Polk & Wardwell LLP (included in Exhibit 5.1)

104		Cover Page Interactive Data File (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 hereunto duly authorized.

Source: View Original Filing on SEC EDGAR

6 documents

The AES CORPORATION

Dated: June 16, 2026

/s/ Stephen Coughlin

Name:

Title:

Stephen Coughlin

Executive Vice President and Chief Financial Officer