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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): June 29, 2026
|
Commission File Number |
|
Exact
Name of Registrant as
Specified in Charter;
State of Incorporation;
Address and Telephone Number |
|
IRS Employer
Identification Number |
|
1-14756 |
|
Ameren
Corporation
(Missouri
Corporation)
1901
Chouteau Avenue
St.
Louis, Missouri
63103
(314)
621-3222
|
|
43-1723446 |
| 1-2967 |
|
Union Electric Company
(Missouri Corporation)
1901 Chouteau Avenue
St. Louis, Missouri 63103
(314)
621-3222 |
|
43-0559760 |
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrants
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, $0.01 par value per share |
|
AEE |
|
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 |
|
| Ameren Corporation |
¨ |
|
| Union Electric 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.
| Ameren Corporation |
¨ |
|
| Union Electric Company
|
¨ |
|
| Co-Registrant
CIK |
0000100826 |
| Co-Registrant
Amendment Flag |
false |
| Co-Registrant
Form Type |
8-K |
| Co-Registrant
DocumentperiodEndDate |
2026-02-27 |
| Co-Registrant
Written Commuunications |
false |
| Co-Registrant
Solicitating Materials |
false |
| Co-Registrant
PreCommencement Tender Offer |
false |
| Co-Registrant
PreCommencement Tender Offer |
false |
| Co-Registrant
Entity PreCommencement Issuer Tender Offer |
false |
On June 29, 2026, Union Electric Company, doing
business as Ameren Missouri (“Ameren Missouri”), a subsidiary of Ameren Corporation, sold $500 million principal amount of
its 5.75% First Mortgage Bonds due 2056 (the “Bonds”). The Bonds were offered pursuant to a Registration Statement on Form
S-3 (File No. 333-274977-02), which became effective on October 13, 2023, and a Prospectus Supplement dated June 15, 2026, to a Prospectus
dated October 13, 2023. Ameren Missouri received net offering proceeds of approximately $492.2 million, before expenses, upon closing
of the transaction.
This Current Report on Form 8-K is being filed
to report as exhibits certain documents in connection with the offering of the Bonds.
| ITEM 9.01 | Financial Statements and Exhibits. |
| | Exhibit Number | Title |
| | | |
| 1 | Underwriting
Agreement relating to the Bonds, dated June 15,
2026, between Ameren Missouri and the several underwriters named therein, for whom Fifth
Third Securities, Inc., Mizuho Securities USA LLC, TD Securities (USA) LLC, Truist Securities,
Inc. and U.S. Bancorp Investments, Inc. are acting as representatives. |
| 4.1* | Indenture
of Mortgage and Deed of Trust, dated June 15, 1937, from Ameren Missouri to The Bank of New
York Mellon, as successor trustee, as amended May 1, 1941, and Second Supplemental Indenture
dated May 1, 1941 (Exhibit B-1, File No. 2-4940). |
| 4.2 | Supplemental
Indenture, dated June 1, 2026, by and between Ameren Missouri and The Bank of New York Mellon,
as successor trustee, relating to the 5.75% First Mortgage Bonds due 2056. |
| 5.1 | Opinion
of David M. Feinberg, Esq., Executive Vice President, General Counsel and Secretary of Ameren
Missouri, regarding the legality of the Bonds (including consent). |
| 5.2 | Opinion
of Morgan, Lewis & Bockius LLP regarding the legality of the Bonds (including consent). |
| 104 | Cover
Page Interactive Data File (formatted as Inline XBRL). |
*
Incorporated by reference as indicated.
This
combined Form 8-K is being filed separately by Ameren Corporation and Union Electric Company (each a “registrant”). Information
contained herein relating to any individual registrant has been filed by such registrant on its own behalf. No registrant makes
any representation as to information relating to any other registrant.
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, each registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
The signature for each undersigned company shall be deemed to relate only to matters having reference to such company or its subsidiaries.
| |
AMEREN CORPORATION |
| |
(Registrant) |
| |
|
| |
By: |
/s/
Leonard P. Singh |
| |
Name: |
Leonard P. Singh |
| |
Title: |
Executive Vice President and Chief Financial Officer |
| |
|
| |
UNION ELECTRIC COMPANY |
| |
(Registrant) |
| |
|
| |
By: |
/s/ Aaron P. Melda |
| |
Name: |
Aaron P. Melda |
| |
Title: |
Chairman and President |
Date:
June 29, 2026