Pursuant to Item 601(a)(5) of Regulation S-K, exhibits and schedules (and similar attachments) have been omitted. DPL LLC and AES Ohio each agrees to furnish, supplementally, a copy of any omitted schedule or exhibit to the Securities and Exchange Commission upon request by the Commission.

Exhibit 10.1 

BEFORE

THE PUBLIC UTILITIES COMMISSION OF OHIO

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STIPULATION AND RECOMMENDATION

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Pursuant to Ohio Adm.Code 4901-1-30, any two or more parties may enter into a written stipulation concerning a proposed resolution of some or all of the issues in a proceeding of the Public Utilities Commission of Ohio ("Commission"). This Stipulation and Recommendation ("Stipulation") sets forth the understanding and agreement of the parties that have signed below ("Signatory Parties"), who recommend that the Commission approve and adopt this Stipulation without modification to resolve all issues in the above-captioned proceedings.

This Stipulation reflects a just and reasonable resolution of the issues in these proceedings. It is the product of serious, arms-length bargaining among the Signatory Parties. All parties were invited to discuss and negotiate this Stipulation, and it was openly negotiated among those parties that chose to participate; no party was excluded from these negotiations. This Stipulation is supported by adequate data and information, and as a package, benefits customers and the public interest. This Stipulation violates no important regulatory principle or practice;

indeed, it complies with and promotes the policies and requirements of Title 49 of the Ohio Revised Code. This Stipulation accommodates the diverse interests represented by the Signatory Parties and is entitled to careful consideration by the Commission.

WHEREAS, The Dayton Power and Light Company d/b/a AES Ohio ("AES Ohio" or the "Company") is a public utility engaged in the business of supplying electric distribution service to more than 500,000 customers in West Central Ohio;

WHEREAS, AES Ohio's current base rates for electric distribution service were approved by the Commission in Case No. 20-1651-EL-AIR, et al. using a date certain of June 2020 and a test year of June 1, 2020 through May 31, 2021;

WHEREAS, AES Ohio filed the Application of The Dayton Power and Light Company d/b/a AES Ohio to Increase Its Rates for Electric Distribution together with supporting schedules and other information pursuant to R.C. Chapter 4909 and Ohio Adm.Code 4901-7-01 on November 29, 2024 and supporting testimony on December 13, 2024 in these proceedings (collectively, the “Application”);

WHEREAS, the Application proposes new base rates for electric distribution service using a date certain of September 30, 2024 ("Date Certain"), and a test period of June 1, 2024 to May 31, 2025 ("Test Period");

WHEREAS, on June 27, 2025, the Staff of the Commission, pursuant to R.C. 4909.19(C), submitted the findings of its investigation regarding the facts set forth in the Application and of the matters connected therewith ("Staff Report");

WHEREAS, the Signatory Parties agree that this Stipulation represents a just and reasonable resolution of all of the issues in these proceedings; and

WHEREAS, the terms and conditions of this Stipulation satisfy the policies of the State of Ohio as set forth in R.C. 4928.02.

NOW, THEREFORE, to resolve all of the issues raised in these proceedings, the Signatory Parties stipulate, agree, and recommend that the Commission issue an Opinion and Order in these proceedings accepting and adopting this Stipulation without modification.

reflects the following adjustments to the rate base recommended in the Staff Report:

¹ As part of the Stipulation, RESA agrees to withdraw its Objection ‘C’ without prejudice and reserves the right to raise any corporate separation issues related to the Objection in a future proceeding. AES Ohio also acknowledges and agrees that, in addition to any other applicable requirement, that transactions with affiliates offering a competitive retail electric service or a nonelectric product or service will be undertaken in a manner that complies with R.C. 4928.17 and the Commission’s rules promulgated thereunder.

after the Commission approves this Stipulation. The late-filed exhibits shall include final rate case expense relating to this proceeding in the form of an updated Schedule C-3.21. Such expense shall be amortized over four years and incorporated into an updated Stipulated Revenue Requirement.  

No. 21-990-EL-CSS. AES Ohio agrees to meet with interested parties following the Court's decision to discuss this issue before commencing the tariff proceeding. Signatory Parties reserve all rights to take any position whatsoever in any such proceeding.

Ohio to disclose to Competitive Retail Electric Service (“CRES”) the hourly interval data of the CRES providers’ own residential customers who have Advanced Metering Infrastructure installed, without obtaining additional permission from the Commission or the customer to share such interval data. Such interval data shall be provided using System to System-Historical Interval Usage, System to System-Rolling 10 day, or transaction type Electronic Data Interchange 867IU.

Stipulation. The Signatory Parties agree that this Stipulation advances the public interest and urge the Commission to adopt this Stipulation.

taken if all of the issues in this proceeding had been litigated. Nothing in this Stipulation shall be used or construed for any purpose to imply, suggest, or otherwise indicate that the results produced through the compromise reflected herein represent fully the objectives of any Signatory Party. This Stipulation is submitted for purposes of this proceeding only, and is not deemed binding in any other proceeding, except as expressly provided herein, nor is it to be offered or relied upon in any other proceeding, except as necessary to enforce the terms of this Stipulation. The willingness of Signatory Parties to sponsor this document currently is predicated on the reasonableness of the Stipulation taken as a whole. The Signatory Parties will support this Stipulation if it is contested.  

ruling any Signatory Party may terminate its Signatory Party status and withdraw from the Stipulation by filing a notice with the Commission. No Signatory Party shall file a Notice of Withdrawal without first negotiating in good faith with the other Signatory Parties to achieve an outcome that substantially satisfies the intent of the Stipulation. If a new agreement achieves such an outcome, the Signatory Parties will file the new agreement for Commission review and approval. If the discussions to achieve an outcome that substantially satisfies the intent of the Stipulation are unsuccessful, and a Signatory Party files a Notice of Withdrawal, then the Commission will convene an evidentiary hearing to afford that Signatory Party the opportunity to contest the Stipulation by presenting evidence through witnesses, to cross-examine witnesses, to present rebuttal testimony, and to brief all issues that the Commission shall decide based upon the record and briefs. If the discussions to achieve an outcome that substantially satisfies the intent of the Stipulation are successful, then some or all of the Signatory Parties shall submit the amended Stipulation to the Commission for approval after a hearing if necessary.

IN WITNESS THEREOF, the undersigned Signatory Parties agree to this Stipulation and Recommendation this 13th day of August, 2025.  The undersigned Signatory Parties request that the Commission issue an Opinion and Order approving and adopting this Stipulation.

 IN WITNESS THEREOF, the undersigned Non-Opposing Parties agree not to challenge this Stipulation and Recommendation as of this 13th day of August, 2025.

CERTIFICATE OF SERVICE

I certify that a copy of the foregoing Stipulation and Recommendation has been served via electronic mail upon the following counsel of record, this 13th day of August, 2025: