[8-K] FIRSTENERGY CORP Reports Material Event

Rhea-AI Filing Summary

FirstEnergy Corp. amended and restated its Executive Severance Benefits Plan and 2017 Change in Control Severance Plan and adopted new forms of time-based and performance-based restricted stock unit award agreements, effective January 1, 2026. The Executive Severance Plan now includes the CEO and replaces a service-based cash formula for most senior roles with fixed multiples: 1.5x base salary for the CEO, officers, and Executive Council; 1x for Tier 3 (Presidents/Vice Presidents); and a service-based formula for Tier 4. Participants may keep the prior formula if it yields a larger payment as of December 31, 2025. COBRA premium waivers of up to 18 months are added. The Change in Control Plan retains prior benefits generally, but the CEO’s cash severance becomes 2.99x of base salary plus target STIP. New RSU agreements provide full vesting on Change in Control for time-based RSUs (unless replaced) and target vesting for performance RSUs (unless replaced). Exhibits with full texts are attached to the filing.

Positive

• Alignment with peer practice through standardized severance multiples and updated RSU treatment
• Inclusion of CEO and clarified formulas provide transparency on potential post-termination payouts
• Preservation clause allows executives to keep the higher pre-2026 service-based benefit if applicable
• Administrative consistency by conforming Change in Control definition to the 2020 ICP and implementing auto-renewal

Negative

• Increased potential cash exposure for the company, notably the CEO’s Change in Control cash severance of 2.99x base plus target STIP
• Expanded eligibility (CEO and officers) may raise shareholder concern over enhanced executive protections and pay outcomes
• Full vesting on Change in Control for time-based RSUs and target vesting for performance RSUs could increase equity dilution or cash settlement risk

Insights

Compensation Analyst

TL;DR: Executive severance terms expanded to include the CEO and adjust cash multipliers; CEO CIC payout increased to 2.99x, aligning with peer practice.

The amendments move FirstEnergy from a largely service-based severance regime to fixed-multiple severance for senior ranks, simplifying calculations and aligning pay with market practice. Inclusion of the CEO and a near-3x CIC multiplier for the CEO materially raises potential post-termination cash exposure. The preservation clause allowing participants to retain the higher 2025-calculated Service-Based Formula limits downside for current executives. COBRA premium waivers enhance post-separation benefits. The RSU provisions ensure accelerated vesting at change in control absent replacement awards, which is standard but increases potential equity dilution or cash settlement risk upon CIC.

Corporate Governance Expert

TL;DR: Governance updates standardize definitions and renewal mechanics while expanding eligible participants and CEO-specific CIC pay.

The Change in Control definition was conformed to the 2020 Incentive Compensation Plan and the CIC plan auto-renews annually unless the Board acts, improving administrative consistency. Adding the CEO to the Executive Severance Plan and specifying definitive severance multiples increases transparency but raises governance considerations around shareholder perception of enhanced executive protections. Requiring a release and timely irrevocation as conditions for payment preserves company legal protections. Overall, changes are procedural and align with common corporate practices, though they increase potential executive payouts in CIC scenarios.

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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): September 23, 2025

FIRSTENERGY CORP

Exact name of Registrant as specified in its charter

Ohio

333-21011

34-1843785

State or other jurisdiction of incorporation

Commission File Number

I.R.S. Employer Identification No.

341 White Pond Drive

Akron

OH

44320

Address of Principal Executive Offices and Zip Code

(800)

736-3402

Registrant’s telephone number, including area code:

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, $0.10 par value per share

FE

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 23, 2025, after a thorough review process by the Board of Directors (the “Board”) of FirstEnergy Corp. (the “Company”) and the Compensation Committee of the Board (the “Committee”), with input and advice from the Committee’s independent compensation consultant, the Board, upon recommendation by the Committee, approved (i) amendments and restatements of the FirstEnergy Executive Severance Benefits Plan (the “Executive Severance Plan”) and the FirstEnergy Corp. 2017 Change in Control Severance Plan (the “Change in Control Plan” and, together with the Executive Severance Plan, the “Plans”), and (ii) new forms of time-based restricted stock unit award agreements (the “Time-Based RSU Award Agreements”) and performance-based restricted stock unit award agreements (the “Performance-Based RSU Award Agreements” and, together with the Time-Based RSU Award Agreements, the “RSU Award Agreements”), in each case to be effective January 1, 2026. The Board’s approval of the amended and restated Plans and the new forms of RSU Award Agreements modernizes and aligns the Company’s executive severance compensation program with peer practice. Certain Company executives, including the Company’s President and Chief Executive Officer (“CEO”), Chief Financial Officer, and other named executive officers, are expected to participate in the Plans and to be granted equity awards in the future evidenced by the RSU Award Agreements.

Executive Severance Plan

The Executive Severance Plan provides severance benefits to eligible executives who are involuntarily separated by the Company due to the sale or closing of a facility, corporate restructuring, merger, acquisition, a reduction in the workforce, or job elimination (collectively, “Qualified Separations by the Company”). Benefits under the Executive Severance Plan are also offered if an eligible executive terminates his or her employment with the Company because a new job assignment would result in the occurrence of any one or more of the following events: (i) 15% or greater reduction in the executive’s then current base salary (except with respect to across-the-board salary reductions to similarly-situated Company employees); (ii) a requirement that the executive relocate from his or her current residence; or (iii) the distance from the executive’s current residence to his or her new reporting location being at least 50 miles farther than the distance between such executive’s current residence and previous reporting location (collectively, “Qualified Separations by the Executive” and, together with Qualified Separations by the Company, “Qualified Separations” and each, a “Qualified Separation”).

Prior to the amendment and restatement, the CEO was not included in the Executive Severance Plan and the cash severance benefits under the Executive Severance Plan were calculated using a service-based formula (the “Service-Based Formula”), such that, in the event of a Qualified Separation, an eligible executive was entitled to receive three weeks of base salary for each full year of service (with a minimum benefit of 52 weeks of base salary and a maximum benefit of 104 weeks of base salary). As amended and restated, the Executive Severance Plan includes the CEO as an eligible participant and provides that cash severance benefits (collectively, the “Amended Severance Benefits”) will be determined as follows in the event of a Qualified Separation:

•The CEO, all officers (as defined by Rule 16a-1(f) of the Securities Exchange Act of 1934, as amended), and any remaining members of the Company’s Executive Council will be entitled to severance pay equal to one and one-half times such participant’s base salary.

•Tier 3 participants (generally, Presidents and Vice Presidents) will be entitled to severance pay equal to such participant’s base salary.

•Tier 4 participants (generally, Director-level) will be entitled to severance pay based upon the Service-Based Formula, such that an eligible executive will be entitled to receive three weeks of base salary for each full year of service (with a maximum benefit equal to such participant’s base salary).

Notwithstanding the foregoing, the amended and restated Executive Severance Plan provides that eligible executives, as defined therein, will be entitled to receive severance benefits based upon the prior Service-Based Formula as of December 31, 2025, if such amount is greater than the amount that the executive would receive under the Amended Severance Benefits.

Additionally, under the amended and restated Executive Severance Plan, for an executive with a Qualified Separation who is eligible for and elects continuation of health care and/or dental care under COBRA, the Company will waive a portion of the COBRA premium for a period equal to the lesser of (i) 18 months following the date of the Qualified Separation and (ii) the date that such executive ceases to qualify for COBRA coverage.

An executive’s receipt of any severance benefits under the amended and restated Executive Severance Plan is contingent upon such executive’s timely execution and delivery of a valid and irrevocable separation agreement in the form provided by the Company that contains, among other provisions, a general release and waiver of claims in favor of the Company and related persons and entities, confidentiality, return of property and non-disparagement provisions (a “Release”) and (ii) the Release becoming irrevocable no later than 60 days following the executive’s separation from the Company. Severance amounts will be paid in a lump sum as soon as administratively possible after the Release is effective, but no later than two and one-half months after the date that the Qualified Separation occurs.

In addition to the aforementioned changes, the Executive Severance Plan, as amended and restated, also incorporate certain clarifying, ministerial, non-substantive, and conforming changes.

Change in Control Plan

The Change in Control Plan provides for severance benefits in the event that an eligible executive experiences a termination of employment (either without “Cause” by the Company or for “Good Reason” by the executive (each as defined in the Change in Control Plan)) within the 24-month period following a change in control of the Company. For the avoidance of doubt, participants in the Change in Control Plan are not permitted to receive severance benefits under the Change in Control Plan and another Company severance plan, program or arrangement.

Prior to the amendment and restatement, all participants were eligible for the same level of benefits under the Change in Control Plan, which included (collectively, the “Change in Control Benefits”):

•Cash severance (the “Change in Control Cash Severance”) equal to two-times the sum of the executive’s (i) base salary and (ii) target award under the Company’s short-term incentive program (“STIP”);

•Payment of the annual STIP for the fiscal year in which the termination occurs, paid at target and prorated for the number of days that the executive worked during such fiscal year;

•Continued health and welfare coverage for two years; and

•Up to $30,000 of outplacement services for the one-year period following the change in control.

The Change in Control Benefits under the amended and restated Change in Control Plan remain the same for all eligible participants, except in the case of the CEO, who under the amended and restated Change in Control Plan, will be entitled to Change in Control Cash Severance equal to two and ninety-nine hundredths (2.99) times the sum of the CEO’s (i) base salary and (ii) target award under the STIP.

The “Change in Control” definition in the amended and restated Change in Control Plan was revised to conform to the corresponding definition in the Company’s 2020 Incentive Compensation Plan (the “2020 ICP”) to ensure consistency and for ease of administration in the event of a change in control. Additionally, the Change in Control Plan required the Board to conduct an annual review of the Change in Control Plan to determine whether the term of the Change in Control Plan should be extended for an additional one-year period. The amended and restated Change in Control Plan will automatically renew for successive one-year terms, unless otherwise terminated by action of the Board.

An executive’s receipt of any benefits under the amended and restated Change in Control Plan is contingent upon such executive’s execution and non-revocation of a general release and waiver of claims in favor of the Company and related persons and entities. Cash amounts under the amended and restated Change in Control Plan will be paid in a lump sum within 60 days of the executive’s termination of employment.

In addition to the aforementioned changes, the Change in Control Plan, as amended and restated, also incorporates certain clarifying, ministerial, non-substantive, and conforming changes.

RSU Award Agreements

The Board approved new forms of RSU Award Agreements for grants of time-based restricted stock units (“RSUs”) and performance-based RSUs made on or after January 1, 2026. The new form of Time-Based RSU Award Agreement provides that outstanding unvested time-based RSUs will vest in full upon a Change in Control (as defined in the 2020 ICP) to the extent such RSUs are not replaced with a “Replacement Award” (as defined in the 2020 ICP). The new form of Performance-Based RSU Award Agreement provides that, in the event of a Change in Control, outstanding unvested performance-based RSUs will vest at target level of performance, to the extent such RSUs are not replaced with a Replacement Award.

The foregoing descriptions of the amendments and restatements of the Plans and the new forms of RSU Award Agreements are summaries and are qualified in their entireties by reference to the full texts of the amended and restated Plans and the new forms of RSU Award Agreements, copies of which are attached hereto as Exhibits 10.1, 10.2, 10.3, and 10.4 and are incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.						Description
10.1						FirstEnergy Corp. Executive Severance Benefits Plan, As Amended and Restated as of January 1, 2026.
10.2						FirstEnergy Corp. Executive Change in Control Severance Plan, As Amended and Restated as of January 1, 2026.
10.3						Form of 2020 Incentive Compensation Plan 2026 Time-Based Restricted Stock Unit Award Agreement.
10.4						Form of 2020 Incentive Compensation Plan 2026-2028 Performance-Adjusted Restricted Stock Unit Award Agreement.
104						Cover Page Interactive Data File (the cover page XBRL 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 hereunto duly authorized.

September 29, 2025

			FIRSTENERGY CORP.
			Registrant
By:			/s/ Jason J. Lisowski
			Jason J. Lisowski Vice President, Controller and Chief Accounting Officer

FAQ

What changes did FirstEnergy (FE) make to its Executive Severance Plan?

The plan now includes the CEO and replaces the prior uniform service-based cash formula with fixed multiples: 1.5x base salary for the CEO/officers/Executive Council, 1x base salary for Tier 3, and a service-based formula for Tier 4. Participants can retain the prior formula if it yields a larger payment as of December 31, 2025.

How did the Change in Control severance change for the CEO at FE?

Under the amended plan the CEO’s Change in Control cash severance is 2.99x the sum of the CEO’s base salary plus target STIP, compared with prior uniform 2.0x treatment for other participants.

When do the amended Plans and new RSU agreements take effect for FirstEnergy?

The amended and restated Plans and the new forms of RSU Award Agreements are effective January 1, 2026.

What RSU vesting occurs on a Change in Control under the new FE agreements?

Time-based unvested RSUs will vest in full upon a Change in Control to the extent not replaced with a Replacement Award; performance-based unvested RSUs will vest at target performance in the same circumstances.

Are severance payments contingent on any actions by executives at FirstEnergy?

Yes. Receipt of severance benefits requires timely execution and delivery of a company-provided separation agreement containing a general release and other provisions, and the Release must become irrevocable within 60 days of separation.