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Utilities · Electric Utilities · Nasdaq

AEPAmerican Electric Power

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The 10-K against last year's

447 changes: 109 added, 115 removed, 219 reworded, 4 quiet changes

10-K Feb 12, 2026 vs Feb 13, 2025
Risk FactorsRedline ↓
31.0%
of the text changed · 9,780 words now
31.1%
of the text changed · 42,614 words now
Legal ProceedingsRedline ↓
27.5%
of the text changed · 3,714 words now
Accounting PoliciesRedline ↓
4.9%
of the text changed · 8,751 words now

10-K 0000004904-26-000013 (Feb 12, 2026) vs 10-K 0000004904-25-000027 (Feb 13, 2025)

The redline

The paragraph that changed most in each section

Marked against last year's 10-K: cut words struck through, new words highlighted and underlined.

MD&A 325 words changed in this paragraph; it is 33% similar to last year's version.
In January 2024, July 2025, APCo filed a request with the KPSC Virginia SCC to finance, through the issuance of proposed 20-year securitization bonds, approximately $1.4 billion of Virginia jurisdictional undepreciated property balances and a major storm operation and maintenance regulatory asset deferral balance. This proposed securitization included: (a) $1.2 billion of undepreciated Virginia jurisdictional plant balances as of December 31, 2023 for the Amos and Mountaineer Plants and (b) $141 million of Virginia jurisdictional major storm other operation and maintenance expenses deferred during the 2024-2025 biennial period. In September 2025, Virginia SCC staff submitted testimony concluding that all costs proposed by APCo for securitization are eligible for securitization in accordance with Virginia law. While also concluding that APCo’s proposed securitization of the Amos and Mountaineer Plants over 20 years offers benefits to customers through rate relief, Virginia SCC staff took no position on APCo’s proposed securitization of major storm other operation and maintenance expenses due to the apparent lack of significant benefit or cost savings for customers. In October 2025, the Hearing Examiner recommended the Virginia SCC approve the requested $1.4 billion for securitization. In November 2025, the Virginia SCC issued a financing order approving KPCo’s request to securitize certain regulatory assets balances as securitization of the time securitization bonds are issued and concluding that costs requested for recovery through securitization were prudently incurred. The KPSC’s financing order includes certain additional requirements related to securitization bond structuring, marketing, placement and issuance that were not reflected in KPCo’s proposal. $1.4 billion of Virginia jurisdictional costs. In accordance with Kentucky Virginia statutory requirements and the financing order, the issuance of the securitized securitization bonds is subject to final review by the KPSC Virginia SCC after bond pricing. KPCo APCo expects to proceed with the securitized securitization bond issuance process and to complete the securitization process in the first half of 2025, 2026, subject to market conditions. As of December 31, 2024, regulatory asset balances expected to be recovered through securitization total $491 million and include: (a) $303 million of plant retirement costs, (b) $79 million of deferred storm costs related to 2020, 2021, 2022 and 2023 major storms, (c) $50 million of deferred purchased power expenses, (d) $57 million of under-recovered purchased power rider costs and (e) $2 million of deferred issuance-related expenses, including KPSC advisor expenses. If any of these costs are not recoverable, it could reduce future net income and cash flows and impact financial condition.

Source: Item 7, 10-K 0000004904-26-000013 vs Item 7, 10-K 0000004904-25-000027

Legal Proceedings 218 words changed in this paragraph; it is 69% similar to last year's version.
AEP sold the Gavin Power Station to Gavin Power LLC and Lighthouse Generation LLC in 2017. Pursuant to the PSA for that transaction, AEP maintained responsibility to complete closure of the 300 acre unlined fly ash reservoir (FAR) pond in accordance with the closure plan approved by the Ohio EPA and to indemnify the purchasers for that work. In July 2021, closure work was completed by AEP. In November 2022, the Federal EPA issued a final decision denying Gavin Power LLC’s requested extension to allow a CCR surface impoundment another pond at the Gavin Power Station Station, the CCR surface impoundment, to continue to receive CCR and non-CCR waste streams after April 11, 2021 until May 4, 2023 (the Gavin Denial). As part of the Gavin Denial, the Federal EPA made several assertions related to the CCR Rule (see “Environmental Issues - CCR Rule” section of Management’s Discussion and Analysis of Financial Condition and Results of Operations for additional information), Rule, including an assertion that the closure of the 300 acre unlined fly ash reservoir (FAR) FAR is noncompliant with the CCR Rule in multiple respects. The Gavin Power Station was formerly owned and operated by AEP and was sold to Gavin Power LLC and Lightstone Generation LLC in 2017. Pursuant to the PSA, AEP maintained responsibility to complete closure of the FAR in accordance with the closure plan approved by the Ohio EPA which was completed in July 2021. The PSA contains indemnification provisions, pursuant to which the owners of the Gavin Power Station have notified AEP that they believe they are entitled to indemnification for any damages that may result from these claims, including any future enforcement or litigation resulting from any determinations of noncompliance by the Federal EPA with various aspects of the CCR Rule consistent with the Gavin Denial. The owners of the Gavin Power Station have also sought indemnification for landowner claims for property damage allegedly caused by modifications to the FAR. Management does not believe that the owners of the Gavin Power Station have any valid claim for indemnity or otherwise against AEP under the PSA. In January 2024, Gavin Power LLC also filed a complaint with the United States District Court for the Southern District of Ohio, alleging various violations of the Administrative Procedure Act and asserting that the Federal EPA, through its prior inaction, has waived and is estopped from raising certain objections raised in the Gavin Denial. Management The complaint does not assert any claims against AEP. In August 2025, the District Court dismissed the complaint at the Federal EPA’s request. Based on the information currently available, management does not believe a loss is unable to probable and cannot determine a range of potential losses losses, if any, that is reasonably possible of occurring.

Source: Item 3, via Note 6 – COMMITMENTS, GUARANTEES AND CONTINGENCIES, 10-K 0000004904-26-000013 vs Item 3, via Note 6 – COMMITMENTS, GUARANTEES AND CONTINGENCIES, 10-K 0000004904-25-000027

Risk Factors 189 words changed in this paragraph; it is 49% similar to last year's version.
AEP’s business plan and capital investment plans for the construction of new projects, including providing service to new data centers and other large load customers, involves a number involve execution risks that could adversely affect AEP’s financial performance and/or impair AEP’s ability to execute on these plans. These risks include delays, supply chain disruption and the unavailability of risks, including incomplete materials, cost overruns, inflation, the cost and availability of capital, labor disputes or inaccurate forecasting, planning and procurement, construction delays, non-performance by equipment shortages and other third-party suppliers factors that could cause the total cost and increases in equipment and labor costs. To timing of any project to exceed estimates. While AEP utilizes measures to limit the risks impact of these construction projects, AEP’s subsidiaries enter into interconnection and service agreements, equipment purchase orders and construction contracts and incur engineering and design service costs in advance of receiving necessary regulatory approvals, cost recovery and/or siting or environmental permits. If events, if any of these projects are canceled for any reason, including shifts in large customer needs, preferences or financial stability, shifts in demand for large customer products or services, changes in technology, failure to receive necessary regulatory approvals, cost recovery and/or siting or environmental permits, mitigation efforts might not be sufficient and it could result in significant unrecoverable costs or cancellation penalties under and the equipment purchase orders execution of AEP’s business and construction contracts could occur. capital investment plans would be negatively impacted. In addition, if any construction work or investments have been recorded as an asset, an impairment may need to be recorded in the event the a project is canceled. This would cause financial results to be diminished.

Source: Item 1A, 10-K 0000004904-26-000013 vs Item 1A, 10-K 0000004904-25-000027

Accounting Policies 91 words changed in this paragraph; it is 80% similar to last year's version.
For commercial activities, exchange-traded derivatives, namely futures contracts, are generally fair valued based on unadjusted quoted prices in active markets and are classified as Level 1. Level 2 inputs primarily consist of OTC broker quotes in moderately active or less active markets, as well as exchange-traded derivatives where there is insufficient market liquidity to warrant inclusion in Level 1. Management verifies price curves using these broker quotes and classifies these fair values within Level 2 when substantially all of the fair value can be corroborated. Management typically obtains multiple broker quotes, which are nonbinding in nature but are based on recent trades in the marketplace. When multiple broker quotes are obtained, the quoted bid and ask prices are averaged. In certain circumstances, a broker quote may be discarded if it is a clear outlier. Management uses a historical correlation analysis between the broker quoted location and the illiquid locations. If the points are highly correlated, these locations are included within Level 2 as well. Certain OTC and bilaterally executed derivative instruments are executed in less active markets with a lower availability of pricing information. Illiquid transactions, complex structured transactions, FTRs and counterparty credit risk may require nonmarket-based inputs. Some of these inputs may be internally developed or extrapolated and utilized to estimate fair value. When such inputs have a significant impact on the measurement of fair value, the instrument is categorized as Level 3. The main driver of contracts being classified as Level 3 is the inability to substantiate energy price curves in the market. A portion of the Level 3 instruments have been economically hedged which limits potential earnings volatility.

Source: Item 8, Note 1 – ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, 10-K 0000004904-26-000013 vs Item 8, Note 1 – ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, 10-K 0000004904-25-000027

Every change, by type

Sentences and paragraphs added, removed or reworded

Sentences and paragraphs of AEP's Risk Factors and MD&A, 10-K Feb 12, 2026 against 10-K Feb 13, 2025. Each links to the text at sec.gov.

RemovedRisk Factors
If regulated utility earnings exceed the returns established by the relevant commissions, retail electric rates may be subject to review and possible reduction by the commissions, which may decrease future earnings. Additionally, if regulatory bodies do not allow recovery of costs incurred in providing service on a timely basis, it could reduce future net income and cash flows and negatively impact financial condition. Similarly, if recovery or other rate relief authorized in the past is overturned or reversed on appeal, future earnings could be negatively impacted. Any legislation, regulatory action or litigation outcome that triggers a reversal of a regulatory asset or deferred cost generally results in an impairment to the balance sheet and a charge to the income statement of the company involved. New legislation could be adopted in any of the states in which we operate that could alter the regulatory framework and prevent us from getting timely recovery of our costs and investments.

Read it in 10-K Feb 13, 2025 at sec.gov ↗

RemovedRisk Factors
increases in costs could increase financing needs and otherwise adversely affect AEP’s business, financial position, results of operation or cash flows. See Note 4 – Rate Matters for additional information.

Read it in 10-K Feb 13, 2025 at sec.gov ↗

RemovedRisk Factors
AEP and its regulated utility businesses face physical security and cybersecurity risks as the owner-operators of generation, transmission and/or distribution facilities and as participants in commodities trading. AEP and its regulated utility businesses own assets deemed as critical infrastructure, the operation of which is dependent on information technology systems. Further, the computer systems that run these facilities are not completely isolated from external networks. Parties that wish to disrupt the U.S. bulk power system or AEP operations could view these computer systems, software or networks as targets for cyber-attack. The Federal government has notified the owners and operators of critical infrastructure, such as AEP, that the conflict between Russia and Ukraine has increased the likelihood of a cyber-attack on such systems. In addition, the electric utility business requires the collection of sensitive customer data, as well as confidential employee and shareholder information, which is subject to electronic theft or loss.

Read it in 10-K Feb 13, 2025 at sec.gov ↗

RemovedRisk Factors
A security breach of AEP or its regulated utility businesses’ physical assets or information systems, interconnected entities in RTOs, or regulators could impact the operation of the generation fleet and/or reliability of the transmission and distribution system. AEP and its regulated utility businesses could be subject to financial harm associated with ransomware theft or inappropriate release of certain types of information, including sensitive customer, vendor, employee, trading or other confidential data. A successful cyber-attack on the systems that control generation, transmission, distribution or other assets could severely disrupt business operations, preventing service to customers or collection of revenues. The breach of certain business systems could affect the ability to correctly record, process and report financial information. A major cyber incident could result in significant expenses to investigate and repair security breaches or system damage and could lead to litigation, fines, other remedial action, heightened regulatory scrutiny and damage to AEP’s reputation. In addition, the misappropriation, corruption or loss of personally identifiable information and other confidential data could lead to significant breach notification expenses and mitigation expenses such as credit monitoring.

Read it in 10-K Feb 13, 2025 at sec.gov ↗

RemovedRisk Factors
AEP and its third-party vendors have been subject, and will likely continue to be subject, to attempts to gain unauthorized access to their technology systems and confidential data or to attempts to disrupt utility and related business operations. While there have been immaterial incidents of phishing, unauthorized access to technology systems, financial fraud and disruption of remote access across the AEP subsidiaries, there has been no material impact on business or operations from these attacks to date. Similarly, some of AEP’s third-party vendors have experienced cybersecurity incidents, though such incidents have not, to AEP’s knowledge, resulted in a material impact to AEP to date. However, AEP cannot guarantee that security efforts will detect or prevent future breaches, operational incidents, or other breakdowns of technology systems and network infrastructure and cannot provide any assurance that such incidents will not have a material adverse effect in the future. While AEP maintains insurance relating to cybersecurity events, such insurance is subject to a number of exclusions and may be insufficient to offset any losses, costs or damages experienced. Also, the market for cybersecurity insurance is relatively new and coverage available for cybersecurity events is evolving as the industry matures.

Read it in 10-K Feb 13, 2025 at sec.gov ↗

RemovedRisk Factors
AEP is subject to standards enacted by the North American Electric Reliability Corporation and enforced by FERC regarding protection of critical infrastructure assets required for operating North America's bulk electric system. While AEP believes it is in compliance with such standards and regulations, AEP has been, and may in the future be, found to be in violation of such standards and regulations. To date, such violations have not resulted in material financial penalties; however, management can give no assurance that compliance efforts will not result in material penalties in the future. In addition, compliance with or changes in the applicable standards and regulations may subject AEP to higher operating costs and/or increased capital expenditures as well as substantial fines for non-compliance.

Read it in 10-K Feb 13, 2025 at sec.gov ↗

RemovedRisk Factors
AEP’s operations are dependent upon the proper functioning of its internal systems, including the information technology systems that support our underlying business processes. Any significant failure or malfunction of such information technology systems may result in disruptions of our operations. In the ordinary course of business, we rely on information technology systems, including the internet and third-party hosted services, to support a variety of business processes and activities and to store sensitive data, including (i) intellectual property, (ii) proprietary business information, (iii) personally identifiable information of our customers, employees, retirees and shareholders and (iv) data with respect to invoicing and the collection of

Read it in 10-K Feb 13, 2025 at sec.gov ↗

Show the other 16
RemovedRisk Factors
Any planned sale of assets and investments, including the announced transaction involving a noncontrolling interest in IMTCo and OHTCo, may not occur for any number of reasons beyond our control, including regulatory approval. If the transaction is unable to be completed, it could reduce future expected cash flows and impact financial condition.

Read it in 10-K Feb 13, 2025 at sec.gov ↗

RemovedRisk Factors
AEP’s operating results may fluctuate on a seasonal or quarterly basis and with general economic and weather conditions. (Applies to all Registrants)

Read it in 10-K Feb 13, 2025 at sec.gov ↗

RemovedRisk Factors
Electric power consumption is generally seasonal. In many parts of the country, demand for power peaks during the hot summer months, with market prices also peaking at that time. In other areas, power demand peaks during the winter. As a result, overall operating results in the future may fluctuate substantially on a seasonal basis. In addition, AEP has historically sold less power, and consequently earned less income, when weather conditions are milder. Unusually mild weather in the future could reduce future net income and cash flows and negatively impact financial condition. In addition, unusually extreme weather conditions could impact AEP’s results of operations in a manner that would not likely be sustainable.

Read it in 10-K Feb 13, 2025 at sec.gov ↗

RemovedRisk Factors
Further, deteriorating economic conditions triggered by any cause, including tariffs, generally result in reduced consumption by customers, particularly industrial customers who may curtail operations or cease production entirely, while an expanding economic environment generally results in increased revenues. The current administration has implemented tariffs on certain imported goods and may impose additional tariffs. As a result, prevailing economic conditions may reduce future net income and cash flows and negatively impact financial condition.

Read it in 10-K Feb 13, 2025 at sec.gov ↗

RemovedMD&A
AEP is at the forefront of the energy industry’s transformation. AEP’s core strategy is focused on three pillars: 1) reinvestment in core assets, 2) investment in growth opportunities and 3) acquisition of new assets. Highlights of AEP’s strategy include:

Read it in 10-K Feb 13, 2025 at sec.gov ↗

RemovedMD&A
•Adding more than 20,000 MWs of diverse generation resources through 2034 to support resource adequacy, resiliency, affordability and the increasing customer demand for power driven by data processors and economic development.

Read it in 10-K Feb 13, 2025 at sec.gov ↗

RemovedMD&A
In January 2025, AEP announced a partnership between nonaffiliated entities to acquire a 19.9% indirect noncontrolling interest in OHTCo and IMTCo for $2.82 billion. Net proceeds will be used to help finance AEP’s $54 billion capital plan for 2025-2029, announced in November 2024, driven by transmission and distribution infrastructure upgrades and new generation to support anticipated load growth. The transaction is subject to FERC approval and clearance from the Committee on Foreign Investment in the United States. AEP expects to close on the transaction in the second half of 2025. If the transaction does not close, it could reduce expected future cash flows and impact financial condition.

Read it in 10-K Feb 13, 2025 at sec.gov ↗

RemovedMD&A
In December 2024, SWEPCo acquired 100% of the equity interests in Diversion Wind Energy, LLC, the owner of Diversion wind farm. The Diversion wind farm is a newly constructed 201 MW wind facility located in Baylor County, Texas and was placed in service in December 2024. Output from Diversion serves FERC wholesale load and retail customers in Arkansas and Louisiana. SWEPCo’s Louisiana jurisdictional share of the Diversion revenue requirement, net of PTC benefit, is recoverable through an authorized rider until the amounts are reflected in base rates. Recovery of the Arkansas portion of the Diversion revenue requirement is expected to begin in 2026 through base rates. See the “Diversion Wind Farm” section of Note 7 for additional information.

Read it in 10-K Feb 13, 2025 at sec.gov ↗

RemovedMD&A
In May 2024, AEP signed an agreement to sell AEP OnSite Partners to a nonaffiliated third-party. AEP OnSite Partners targets opportunities in distributed solar, combined heat and power, energy storage, waste heat recovery, energy efficiency, peaking generation and other energy solutions. In September 2024, AEP completed the sale to a nonaffiliated third-party and received cash proceeds of approximately $318 million, net of taxes and transaction costs. The proceeds were used to pay down short-term debt. See the “Disposition of AEP OnSite Partners” section of Note 7 for additional information.

Read it in 10-K Feb 13, 2025 at sec.gov ↗

RemovedMD&A
The Registrants have made rate filings with state commissions to transition to stand-alone treatment of NOLCs in retail rate making. The Registrants completed the transition in Tennessee, West Virginia and Virginia prior to 2024 and in Michigan in July 2024. In the most recent KPCo, I&M (Indiana jurisdiction), PSO and SWEPCo base rate cases, the companies filed to transition to stand-alone rate making which was contingent upon a supportive PLR from the IRS.

Read it in 10-K Feb 13, 2025 at sec.gov ↗

RemovedMD&A
In the second quarter of 2024, requests seeking to establish a recovery mechanism for these regulatory assets were filed in Indiana, Oklahoma and Texas. Certain intervenors in each jurisdiction have challenged the recovery or have proposed ratemaking treatment that would offset the recovery of the regulatory assets. In the fourth quarter of 2024, hearings on the merits were held in Indiana and Oklahoma. In January 2025, a second hearing on the merits in Oklahoma was held. A hearing is scheduled for the first quarter of 2025 in Texas.

Read it in 10-K Feb 13, 2025 at sec.gov ↗

RemovedMD&A
In April 2024, management announced a voluntary severance program designed to achieve a reduction in the size of AEP’s workforce. Approximately 7,400 of AEP’s 16,800 employees were eligible to participate in the program. Approximately 1,000 employees chose to take the voluntary severance package and substantially all terminated employment in July 2024. The severance program provides two weeks of base pay for every year of service with a minimum of four weeks and a maximum of 52 weeks of base pay. Certain positions impacted by the voluntary severance program have been and will continue to be refilled to maintain safe, effective and efficient operations. Net savings from the program will help offset increasing operating expenses and high interest costs in order to keep electricity costs affordable for customers. AEP recorded a $122 million pretax expense in the second quarter of 2024 related to this voluntary severance program. The Registrants paid $118 million of the severance benefits in the second half of 2024. In addition, AEP also recognized a settlement charge of $90 million in 2024 due to the remeasurement of pension obligations driven by the voluntary severance program. AEP will seek recovery for the portion of the expense related to regulated operations. See Note 14 - Voluntary Severance Program for additional information.

Read it in 10-K Feb 13, 2025 at sec.gov ↗

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