STOCK TITAN
  1. Home
  2. Sec-filings
  3. AES
  4. [8-K] AES CORP Reports Material Event

AES (NYSE: AES) wins U.S. security nod, merger still pending

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

AES CORP (AES) reported further progress on its sale to Horizon Parent, L.P. On March 1, 2026, AES entered into an Agreement and Plan of Merger with Horizon Parent, L.P. and its wholly owned subsidiary Horizon Merger Sub, Inc., under which Horizon Merger Sub will merge with and into AES.

On August 27, 2026, AES received CFIUS Approval, which is a condition to closing the merger. The transaction remains subject to additional regulatory approvals and other customary closing conditions. After closing, AES will be jointly owned by investment vehicles affiliated with Global Infrastructure Management, LLC, the EQT Infrastructure VI fund and other investors. AES also highlights extensive forward‑looking statement risks around completion, timing, costs and potential disruptions related to the transaction.

Positive

  • CFIUS Approval obtained for AES sale, removing a key national-security regulatory condition to closing the merger with Horizon Parent, L.P., while the transaction still awaits other approvals and customary conditions.

Negative

  • Merger still subject to multiple risks and conditions, including remaining regulatory approvals, potential litigation, significant transaction costs, possible termination of the transaction and operational disruptions during the pendency of the deal.

Filing Explained

CFIUS approval clears one closing condition, but AES remains subject to additional approvals and conditions before the ownership change can occur.

The company reports that CFIUS approval was received on August 27, 2026, but the merger remains pending because additional regulatory approvals and other customary closing conditions remain.

If the merger closes, AES will continue as the surviving corporation and become jointly owned by investment vehicles affiliated with Global Infrastructure Management, EQT Infrastructure VI, and other investors.

Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Merger Agreement date March 1, 2026 Date AES entered into the Agreement and Plan of Merger with Horizon Parent, L.P. and Horizon Merger Sub, Inc.
CFIUS Approval date August 27, 2026 Date AES received CFIUS Approval, a condition to closing the merger
Common stock par value $0.01 per share Par value of AES common stock registered on the New York Stock Exchange
Commission File Number 001-12291 AES Commission File Number under the Securities Exchange Act of 1934
Agreement and Plan of Merger regulatory
"the Company entered into an Agreement and Plan of Merger"
An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.
CFIUS Approval regulatory
"On August 27, 2026, the Company received CFIUS Approval"
forward-looking statements regulatory
"includes certain “forward-looking statements” within the meaning of"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
Proxy Statement regulatory
"These risks ... are more fully discussed in the Proxy Statement"
A proxy statement is a document companies send to shareholders ahead of a meeting that lays out the items up for a vote—like who will sit on the board, executive pay, and major corporate decisions—and provides background so shareholders can decide how to cast their votes or appoint someone to vote for them. Think of it as an agenda plus a ballot and briefing notes, important because the outcomes can change control, strategy, and value.
termination fee financial
"circumstance that could give rise to the termination of the Transaction"
A termination fee is a payment required if one party ends a contract before its agreed-upon end date. It acts like a penalty or compensation to the other party for canceling early, similar to a fee you might pay for breaking a lease or canceling a service contract. For investors, it matters because it can influence a company's decisions and financial obligations related to ending agreements prematurely.

FAQ

What did AES (AES) announce in this 8-K?
AES announced it received CFIUS Approval for its planned merger with Horizon Parent, L.P., a key regulatory condition to closing. The merger agreement was originally signed on March 1, 2026, and the transaction remains subject to other regulatory and customary closing conditions.

What is CFIUS Approval in the context of AES (AES) merger?
CFIUS Approval refers to clearance from the Committee on Foreign Investment in the United States, as defined in the merger agreement. AES states that CFIUS Approval is a condition to the closing of its merger with Horizon Parent, L.P.

Who will own AES (AES) after the merger closes?
Upon closing of the transactions under the merger agreement, AES states it will be jointly owned by investment vehicles affiliated with Global Infrastructure Management, LLC, the EQT Infrastructure VI fund, and other investors.

What conditions still remain before the AES (AES) merger can close?
AES notes that, despite receiving CFIUS Approval, the merger remains subject to certain additional regulatory approvals and other customary closing conditions specified in the merger agreement.

When did AES (AES) sign the merger agreement with Horizon Parent, L.P.?
AES states it entered into the Agreement and Plan of Merger on March 1, 2026 with Horizon Parent, L.P. and Horizon Merger Sub, Inc., under which Horizon Merger Sub will merge with and into AES.

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

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google
Add on Google
Understanding 8-K Material Events →
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): August 27, 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, Virginia 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 8.01.
Other Events.
 
As previously announced, on March 1, 2026, The AES Corporation (the “Company”) entered into an Agreement and Plan of Merger (as it may be amended from time to time, 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.
 
On August 27, 2026, the Company received CFIUS Approval, as that term is defined in the Merger Agreement. CFIUS Approval is a condition to the closing of the Merger, which remains subject to certain additional regulatory approvals and other customary closing conditions.  Upon the closing of the transactions contemplated by the Merger Agreement, the Company will be jointly owned by investment vehicles affiliated with one or more funds, accounts or other entities owned, managed or advised by Global Infrastructure Management, LLC and the EQT Infrastructure VI fund as well as other investors.
 
Cautionary Statement Regarding Forward-Looking Statements
 
This Current Report on Form 8-K includes certain “forward-looking statements” within the meaning of, and subject to the safe harbor created by, the federal securities laws, including statements related to the proposed transaction between AES and Horizon Parent, L.P. (the “Transaction”), including financial estimates and statements as to the expected timing, completion and effects of the Transaction. These forward-looking statements are based on AES’ current expectations, estimates and projections regarding, among other things, the expected date of closing of the Transaction and the potential benefits thereof, its business and industry, management’s beliefs and certain assumptions made by AES, all of which are subject to change. Forward-looking statements involve a number of risks and uncertainties, because they relate to events and depend upon future circumstances that may or may not occur, such as the consummation of the Transaction and the anticipated benefits thereof. These and other forward-looking statements are not guarantees of future results and are subject to risks, uncertainties and assumptions that could cause actual results to differ materially from those expressed in any forward-looking statements. Important risk factors that may cause such a difference include, but are not limited to: (i) the completion of the Transaction on anticipated terms and timing; (ii) the risk that the conditions to the completion of the Transaction, including obtaining required regulatory approvals, are not satisfied in a timely manner or at all; (iii) potential litigation relating to the Transaction, including resulting expense or delay, and the effects of any outcomes related thereto; (iv) the risk that disruptions from the Transaction will harm AES’ business, including current plans and operations; (v) the ability of AES to retain and hire key personnel; (vi) potential adverse reactions or changes to business relationships resulting from the announcement or completion of the Transaction; (vii) continued availability of capital and financing and rating agency actions; (viii) certain restrictions during the pendency of the Transaction that may impact AES’ ability to pursue certain business opportunities or strategic transactions; (ix) significant transaction costs associated with the Transaction; (x) the possibility that the Transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events; (xi) the occurrence of any event, change or other circumstance that could give rise to the termination of the Transaction, including in circumstances requiring AES to pay a termination fee or other expenses; (xii) competitive responses to the Transaction; and (xiii) the risks and uncertainties pertaining to AES’ business, including those set forth in Part I, Item 1A of AES’ most recent Annual Report on Form 10-K and Part II, Item 1A of AES’ subsequent Quarterly Reports on Form 10-Q, as such risk factors may be amended, supplemented or superseded from time to time by other reports filed by AES with the SEC. These risks, as well as other risks associated with the Transaction, are more fully discussed in the Proxy Statement provided to AES’ stockholders on or about May 15, 2026 in connection with the Transaction. While the list of factors presented here, and the list of factors presented in the Proxy Statement, is considered representative, no such list should be considered a complete statement of all potential risks and uncertainties. Unlisted factors may present significant additional obstacles to the realization of forward-looking statements. These forward-looking statements speak only as of the date they are made, and AES does not undertake to and specifically disclaims any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
 
2
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 by the undersigned hereunto duly authorized.

   
THE AES CORPORATION
     
Dated:
August 27, 2026
By:
/s/ Paul L. Freedman
     
Name:
Paul L. Freedman
     
Title:
 Executive Vice President, General Counsel and Corporate Secretary


3

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

3 documents

Other Documents