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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): March 4, 2026

 

 

 

AMEREN CORPORATION

(Exact name of registrant as specified in its charter)

 

 

 

Missouri 1-14756 43-1723446
(State or other jurisdiction of
incorporation)
(Commission File Number)

(I.R.S. Employer
Identification No.)

 

1901 Chouteau Avenue, St. Louis, Missouri 63103

(Address of principal executive offices and Zip Code)

 

Registrant’s telephone number, including area code: (314621-3222

 

 

 

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, $0.01 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 ¨

 

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 8.01Other Events.

 

On March 4, 2026, Ameren Corporation (“Ameren”) sold $400 million principal amount of its 5.00% Senior Notes due 2036 (the “Notes”). The Notes were offered pursuant to a Registration Statement on Form S-3 (File No. 333-274977), which became effective on October 13, 2023, and a Prospectus Supplement dated February 26, 2026, to a Prospectus dated October 13, 2023. Ameren received net offering proceeds of approximately $396.6 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 Notes.

 

ITEM 9.01Financial Statements and Exhibits.

 

(d)Exhibits

 

Exhibit Number Title

 

1Underwriting Agreement, dated February 26, 2026, between Ameren and BNY Mellon Capital Markets, LLC, J.P. Morgan Securities LLC, RBC Capital Markets, LLC, U.S. Bancorp Investments, Inc. and Wells Fargo Securities, LLC, as the several underwriters named therein.

 

4.1*Indenture, dated as of December 1, 2001, by and between Ameren and The Bank of New York Mellon Trust Company, N.A., as successor trustee, (“Ameren Indenture”) (Exhibit 4.5, File No. 333-81774).

 

4.2*First Supplemental Indenture, dated as of May 19, 2008, to the Ameren Indenture (June 30, 2008 Form 10-Q, Exhibit 4.1, File No. 1-14756).

 

4.3Company Order, dated March 4, 2026, establishing the Notes.

 

4.4Global Note.

 

5.1Opinion of Stephen C. Lee, Esq., Vice President and Deputy General Counsel of Ameren, regarding the legality of the Notes (including consent).

 

5.2Opinion of Morgan, Lewis & Bockius LLP regarding the legality of the Notes (including consent).

 

104Cover Page Interactive Data File (formatted as Inline XBRL).

 

 

*Incorporated by reference as indicated.

 

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SIGNATURES

 

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

 

 AMEREN CORPORATION
(Registrant)
   
By:/s/ Leonard P. Singh
Name:Leonard P. Singh
Title:Executive Vice President and Chief Financial Officer

 

Date: March 4, 2026