KPMG hired as AES Corporation (NYSE: AES) auditor after EY dismissal

Rhea-AI Filing Summary

The AES Corporation reported that its Board Audit Committee dismissed Ernst & Young LLP as independent registered public accounting firm, effective upon filing the Form 10‑Q for the quarter ended June 30, 2026, because EY will not be independent after closing of the announced merger with Horizon Parent, L.P.

EY’s audit opinions on AES’s consolidated financial statements for the years ended December 31, 2024 and 2025 were unmodified, but EY issued an adverse opinion on internal control over financial reporting as of December 31, 2024 due to a material weakness in controls over the disposition process of AES Brasil. AES states there were no disagreements or additional reportable events with EY beyond this weakness.

After reviewing multiple firms, the Audit Committee engaged KPMG LLP as AES’s independent registered public accounting firm for the year ending December 31, 2026, effective upon EY’s dismissal. KPMG network firms had provided services deemed impermissible during the 2026 audit period under SEC rules; these advisory or clerical services were completed or terminated before appointment, related to foreign affiliates, and involved immaterial fees. KPMG and the Audit Committee each concluded KPMG’s objectivity and impartial judgment are not impaired, and AES reports it did not consult KPMG on accounting issues before this engagement.

8-K Event Classification

2 items: 4.01, 9.01

2 items

Item 4.01 Changes in Registrant's Certifying Accountant Governance

The company changed its independent auditing firm, which may involve disagreements on accounting matters.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Key Figures

Dismissal decision date: July 21, 2026 Fiscal years audited by EY: Years ended December 31, 2024 and 2025 ICFR adverse opinion date: December 31, 2024 +1 more

4 metrics

Dismissal decision date July 21, 2026 Date the Audit Committee decided to dismiss EY as auditor

Fiscal years audited by EY Years ended December 31, 2024 and 2025 Periods for which EY issued unmodified opinions on consolidated financial statements

ICFR adverse opinion date December 31, 2024 As-of date for EY’s adverse opinion on internal control over financial reporting

New audit period for KPMG Fiscal year ending December 31, 2026 Period for which KPMG is engaged as independent registered public accounting firm

Key Terms

independent registered public accounting firm, material weakness, internal control over financial reporting, Impermissible Services, +1 more

5 terms

independent registered public accounting firm regulatory

"dismissed Ernst & Young LLP as the Company’s independent registered public accounting firm"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

material weakness financial

"due to the effect of a material weakness identified by management"

A material weakness is a significant flaw in the systems and checks a company uses to ensure its financial reports are accurate, meaning errors or fraud could happen and not be caught. For investors it matters because it raises the risk that reported results are unreliable—similar to finding a hole in a ship’s hull—potentially leading to corrected financials, regulatory action, reduced trust, and negative effects on stock value and borrowing costs.

internal control over financial reporting financial

"EY’s report on the Company’s internal control over financial reporting as of December 31, 2024"

Internal control over financial reporting is a company’s system of procedures and checks designed to make sure its financial statements are accurate and complete, like a set of guardrails and verification steps that catch mistakes or fraud before numbers are published. Investors care because strong controls make reported results more trustworthy, lower the risk of surprise restatements or regulatory problems, and give greater confidence when valuing the company or comparing it to peers.

Impermissible Services regulatory

"render them to be impermissible services (“Impermissible Services”) pursuant to SEC Regulation S-X Rule 2-01"

reportable events regulatory

"no (i) disagreements ... or (ii) reportable events (within the meaning of Item 304(a)(1)(v)"

Reportable events are significant incidents or changes a company is legally required to disclose to regulators and the public, such as major safety problems, legal actions, financial irregularities, or management changes. They matter to investors because these events can alter a company’s risk profile or future performance, much like a dashboard warning light signals a problem that could affect a car’s safety or reliability. Timely disclosure helps investors make informed decisions and maintain market fairness.

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Available on EDGAR 07/27/2026 - 04:31 PM Accepted by SEC EDGAR 07/27/2026 - 04:31 PM Learn about SEC filing dates

FAQ

Why did AES (AES) dismiss Ernst & Young as its auditor?

AES dismissed Ernst & Young LLP because EY will no longer be considered independent under SEC rules after closing of AES’s announced merger with Horizon Parent, L.P. The dismissal is effective upon filing the Form 10‑Q for the quarter ended June 30, 2026.

What did EY’s prior opinions say about AES (AES) financial statements and controls?

EY issued unmodified opinions on AES’s consolidated financial statements for the years ended December 31, 2024 and 2025. However, EY gave an adverse opinion on internal control over financial reporting as of December 31, 2024 due to a material weakness in controls over the AES Brasil disposition process.

Who will be AES (AES) new independent auditor and for what period?

The Audit Committee engaged KPMG LLP as AES’s independent registered public accounting firm for the fiscal year ending December 31, 2026. KPMG’s engagement becomes effective when EY’s dismissal takes effect upon filing the Form 10‑Q for the quarter ended June 30, 2026.

Were there any disagreements or reportable events between AES (AES) and EY?

AES states there were no disagreements with EY on accounting principles, disclosure, or audit scope and no reportable events under SEC rules, other than the previously disclosed material weakness in controls over the AES Brasil disposition process that led to EY’s adverse 2024 internal control opinion.

How did AES (AES) address KPMG’s impermissible services under SEC independence rules?

KPMG network firms had provided Impermissible Services in 2026, including tax advisory, payroll, employment legal advice, and financial model review to certain AES subsidiaries. These services were completed or terminated before KPMG’s appointment, limited to foreign affiliates, involved immaterial fees, and both KPMG and the Audit Committee concluded independence was not impaired.

Did AES (AES) consult KPMG on accounting issues before hiring it as auditor?

AES reports that neither it nor anyone on its behalf consulted KPMG during 2024, 2025, or the subsequent interim period on the application of accounting principles, potential audit opinions, or any matters involving disagreements or reportable events that would influence AES’s accounting, auditing, or financial reporting decisions.

0000874761FALSE00008747612026-07-212026-07-21

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): July 21, 2026

  _____________________________________________________________________________________________________

THE AES CORPORATION

(Exact name of registrant as specified in its charter)

_________________________________________________________________________________________________________________

Delaware

001-12291

54-1163725

(State of Incorporation)

(Commission File No.)

(IRS Employer Identification No.)

4300 Wilson Boulevard

Arlington, VA 22203

(Address of principal executive offices, including 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 4.01 Changes in Registrant's Certifying Accountant.

On July 21, 2026, the Financial Audit Committee (the “Audit Committee”) of the Board of Directors of The AES Corporation (the “Company”) dismissed Ernst & Young LLP (“EY”) as the Company’s independent registered public accounting firm, due to the fact that EY will no longer be considered independent with respect to the Company under the rules of the Securities and Exchange Commission (the “SEC”) after the closing of the announced Agreement and Plan of Merger (the “Merger Agreement”), by and among the Company, Horizon Parent, L.P., a Delaware limited partnership (“Parent”), and Horizon Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”). Pursuant to the Merger Agreement, on the terms and subject to the conditions set forth therein, Merger Sub will merge with and into the Company (the “Merger”), with the Company continuing as the surviving corporation in the Merger. Parent is jointly controlled by investment vehicles affiliated with one or more funds, accounts or other entities managed or advised by Global Infrastructure Management, LLC and the EQT Infrastructure VI fund. The dismissal is effective upon the filing of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2026.

The audit reports of EY on the Company’s consolidated financial statements as of and for the fiscal years ended December 31, 2024 and 2025 did not contain an adverse opinion or a disclaimer of opinion, nor were such reports qualified or modified as to uncertainty, audit scope or accounting principles. EY’s report on the Company’s internal control over financial reporting as of December 31, 2024 contained an adverse opinion. Specifically, EY’s report stated that the Company had not maintained effective internal control over financial reporting as of December 31, 2024 due to the effect of a material weakness identified by management in controls related to the disposition process of AES Brasil, as reported by the Company in “Part II, Item 9A. Controls and Procedures” of its Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on March 11, 2025. This material weakness was discussed by the Audit Committee and EY. During the fiscal years ended December 31, 2024 and 2025, and the subsequent interim period through the date of this Current Report on Form 8- K (this “Current Report”), there were no (i) disagreements (within the meaning of Item 304(a)(1)(iv) of Regulation S-K and the related instructions under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) between the Company and EY on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which, if not resolved to the satisfaction of EY, would have caused EY to make reference to the subject matter of the disagreement in connection with its report on the consolidated financial statements of the Company for the applicable year, or (ii) reportable events (within the meaning of Item 304(a)(1)(v) of Regulation S-K and the related instructions under the Exchange Act), other than the material weakness described above. The Company has provided EY with a copy of the disclosures in this Current Report and has requested that EY provide the Company with a letter addressed to the SEC stating whether EY agrees with the statements made by the Company herein. A copy of EY’s letter, dated July 27, 2026, is filed as Exhibit 16.1 to this Current Report.

Following consideration of multiple accounting firms, on July 21, 2026, the Audit Committee engaged KPMG LLP (“KPMG”) as the independent registered public accounting firm for the Company for the fiscal year ending December 31, 2026, effective as of EY’s dismissal upon the filing of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2026.

As part of the request for proposal process by which KPMG was selected, KPMG and the Company identified that, during the year ending December 31, 2026 (the “Audit Period”), various member firms within the KPMG International network (“KPMG Member Firms”) provided tax advisory support, payroll processing, employment legal advice, and financial model review services to certain subsidiaries of the Company. Each of these services contain one or more components of work performed during the Audit Period that render them to be impermissible services (“Impermissible Services”) pursuant to SEC Regulation S-X Rule 2-01 and therefore impact KPMG’s independence with respect to the Company. Prior to the appointment of KPMG as the independent registered public accounting firm for the Company, all Impermissible Services have either been completed or terminated.

The Impermissible Services were strictly advisory or clerical in nature, and management of the Company retained sole decision-making authority and responsibility for all underlying data and assumptions. Additionally, these services were limited to foreign affiliates, the subject matters to which the services relate are not expected to be in-scope for the consolidated group audit of the Company, and the fees associated with the Impermissible Services are immaterial to each of the Company and KPMG.

KPMG considered whether the matters noted above impacted its objectivity and ability to exercise impartial judgment with regard to its engagement as the Company’s independent registered public accounting firm and has concluded that KPMG’s objectivity and ability to exercise impartial judgment has not been impaired. After taking into consideration the facts and circumstances of the above matters and KPMG’s determination, the Company’s Audit Committee also concluded that KPMG’s objectivity and ability to exercise impartial judgment has not been impaired.

During the fiscal years ended December 31, 2024 and 2025, and the subsequent interim period through the date of this Current Report, neither the Company, nor anyone on the Company’s behalf, consulted with KPMG regarding either (1) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s consolidated financial statements, and no written report or oral advice was provided by KPMG to the Company that KPMG concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or (2) any matter that was the subject of either a disagreement (within the meaning of Item 304(a)(1)(iv) of Regulation S-K and the related instructions under the Exchange Act) or a reportable event (within the meaning of Item 304(a)(1)(v) of Regulation S-K and the related instructions under the Exchange Act).

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.			Description
16.1			Letter to the Securities and Exchange Commission from Ernst & Young LLP, dated July 27, 2026
101			Inline XBRL Document Set for the Cover Page from this Current Report on Form 8-K, formatted as Inline XBRL
104			Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf of the undersigned hereunto duly authorized.

									THE AES CORPORATION
Date:			July 27, 2026			By:			/s/ Stephen Coughlin
						Name:			Stephen Coughlin
						Title:			Executive Vice President and Chief Financial Officer

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-16.1 EX-16.1 2.2 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.7 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 21.1 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.2 KB