10-K 0001031296-26-000046 (2026-02-18) vs 10-K 0001031296-25-000006 (2025-02-27)
| Section | Compared text | Words now | Changed |
| Risk Factors | Item 1A | 12,980 |
22.1% |
| MD&A | Item 7 | 36,503 |
41.5% |
| Legal Proceedings | Item 3, via Note 14 – COMMITMENTS, GUARANTEES AND CONTINGENCIES | 5,811 |
38.6% |
| Accounting Policies | Item 8 (note not found) | 0 |
not compared |
The redline: what was cut and what was added
In each section, the paragraph that changed most, marked against last year's 10-K:
cut words struck through, new words highlighted and underlined.
Legal Proceedings 596 words changed in this paragraph; it is 32% similar to last year's version.
In December 2009, the EPA released its final “Endangerment and Cause or Contribute Findings for GHGs under the Clean Air Act,” concluding that concentrations of several key GHGs constitute an “endangerment” and may be regulated as “air pollutants” under the CAA and mandated measurement and reporting of GHG emissions from certain sources, including electric generating plants. Subsequently, the EPA released its final CPP regulations in August 2015 to reduce CO2 emissions from existing fossil fuel-fired EGUs and finalized separate regulations imposing CO2 emission limits for new, modified, and reconstructed fossil fuel-fired EGUs. Numerous states and private parties filed appeals and motions to stay the CPP with the D.C. Circuit in October 2015. On February 9, 2016, the U.S. Supreme Court stayed the rule during the pendency of the challenges to the D.C. Circuit and U.S. Supreme Court. On March 28, 2017, an executive order, entitled “Promoting Energy Independence and Economic Growth,” instructed the EPA to review the CPP and related rules addressing GHG emissions and suspend, revise or rescind the rules if appropriate. On June 19, 2019, the EPA repealed the CPP and replaced it with the ACE rule that established guidelines for states to develop standards of performance to address GHG emissions from existing coal-fired generation. On January 19, 2021, the D.C. Circuit vacated and remanded the ACE rule declaring that the EPA was “arbitrary and capricious” in its rule making and, as such, the ACE rule is no longer in effect and all actions thus far taken by states to implement the federally mandated rule are now null and void. Vacating the ACE rule had the unintended effect of reinstating the CPP because the repeal of the CPP was a provision within the ACE rule. The D.C. Circuit decision was appealed by several states and interested parties, including West Virginia, arguing that the EPA did not have the authorization under Section 111(d) of the CAA to require “generation shifting” as a way to limit GHGs. On June 30, 2022, the U.S. Supreme Court in West Virginia v. Environmental Protection Agency held that the method the EPA used to regulate GHGs (generation shifting) under Section 111(d) of the CAA (the CPP) was not authorized by Congress and remanded the rule to the EPA for further reconsideration. In response, on May 23, 2023, the EPA published a proposed rule pursuant to CAA Section 111 (b) and (d) in line with the decision in West Virginia v. Environmental Protection Agency intended to reduce power sector GHG emissions (primarily CO2 emissions) from fossil fuel based EGUs. The On April 25, 2024, the EPA issued a final rule, which proposed we refer to as the GHG rule, that imposed stringent GHG emissions limitations based on fuel type and unit retirement date, was issued as final by the EPA on April 25, 2024. date. In May 2024, a group of 25 states, including West Virginia, filed a challenge to the rule in the D.C. Circuit. Also in May 2024, other utility groups, including the Midwest Ozone Group and Electric Generators for a Sensible Transition, both of which MP is a member, filed petitions for review of the GHG rule as well as motions to stay the rule in the D.C. Circuit. On July 19, 2024, the The D.C. Circuit denied subsequently granted a motion from the stay motions and on July 23 and 26, 2024 the aggrieved petitioners filed emergency stay applications to the U.S. Supreme Court. On October 16, 2024, the U.S. Supreme Court denied the stay applications. On December 6, 2024, oral arguments on the merits of the challenge were heard by the D.C. Circuit. On February 5, 2025, the Department of Justice filed an unopposed motion on behalf of EPA in the D.C. Circuit, seeking to hold placing the litigation in abeyance, and forego issuing its opinion, for a period abeyance until further order of 60 days while the new leadership at EPA evaluates the rule and determines how it wishes to proceed Court. On February 19, June 17, 2025, the D.C. Circuit granted EPA’s motion. Depending on EPA published a proposed rule to repeal the outcome GHG rule. The EPA is expected to issue a final rule repealing all or portions of any appeals, compliance with these standards could require additional capital expenditures or changes the GHG rule in operation at the Ft. Martin and Harrison power stations. February 2026.
Source: Item 3, via Note 14 – COMMITMENTS, GUARANTEES AND CONTINGENCIES, 10-K 0001031296-26-000046 vs Item 3, via Note 15 – COMMITMENTS, GUARANTEES AND CONTINGENCIES, 10-K 0001031296-25-000006
MD&A 464 words changed in this paragraph; it is 47% similar to last year's version.
•On May 31, 2024, the Ohio Companies filed their application for an increase in base distribution rates, based on a 2024 calendar year test period. The Ohio Companies requested a net increase in base distribution revenues of approximately $94 million with a return on equity of 10.8% and capital structures of 44% debt and 56% equity for CEI, 46% debt and 54% equity for OE, and 45% debt and 55% equity for TE, which reflects a roll-in of current riders such as DCR and AMI. The net increase represented a 1.5% average residential monthly bill increase. Key components of the base rate case filing include a proposal to change pension and OPEB recovery to the delayed recognition method and to implement a mechanism to establish a regulatory asset (or liability) to recover (or refund) net differences between the amount of pension and OPEB expense requested in the proceeding and the actual amount each year using this method. Additionally, the Ohio Companies requested recovery of certain incurred costs, including the impact of major storms, a program to convert streetlights to LEDs, and others. On June 14, 2024, the Ohio Companies filed supporting testimony and on July 31, 2024, filed an update with an adjusted net increase of base distribution revenues of approximately $190 million and to incorporate incorporated matters in the rate case as directed by the PUCO’s ESP V order. On December 18, 2024, the PUCO issued an order approving the Ohio Companies’ withdrawal of ESP V. On January 22, 2025, the PUCO approved the Ohio Companies’ revised ESP IV tariffs, effective February 1, 2025, at which time the Ohio Companies resumed operating under ESP IV. On January 27, 2025, the Ohio Companies notified the PUCO of their intention to update their application for an increase in base distribution rates to remove ESP V related provisions from the base rate case. The On November 19, 2025, the PUCO staff hired a third party auditor to assist issued an order in the review of the Ohio Companies’ base rate case filing lifting the rate freeze and on February 21, 2025, PUCO staff and the third party auditor each filed their reports. The auditor’s report recommended adjustments which would result in approving a net increase of the Ohio Companies’ in base distribution revenues of the Ohio Companies of approximately $8 million $34 million, with a return on equity of 9.63% and a hypothetical capital structures structure of 48.8% debt and 51.2% equity for each all three Ohio Companies, which reflects a roll-in of current riders such as DCR and AMI. The PUCO authorized continuance of Rider DCR with a cap increase commensurate with capital investments through January 31, 2025, and approved the Ohio Companies’ proposal to change pension and OPEB recovery to the delayed recognition method. Additionally, the order authorizes recovery of certain deferred costs for storm restoration, operations and maintenance, and energy efficiency. As a result of the order, the Ohio Companies recognized a $352 million pre-tax impairment charge related to the disallowance from future recovery of certain previously capitalized amounts. On November 26, 2025, the Ohio Companies filed proposed compliance tariffs. On December 19, 2025, the Ohio Companies and other parties filed applications for rehearing and on December 29, 2025, the Ohio Companies filed a memorandum against intervenors’ applications for rehearing. On January 7, 2026, the PUCO issued an entry granting rehearing in order to determine whether its November 19, 2025 base rate case opinion and order should be affirmed, abrogated, or modified on rehearing. On January 9, 2026, the Ohio Companies filed an expedited motion for ruling on the proposed compliance tariffs and on February 4, 2026, PUCO staff issued a letter recommending that most of the Ohio Companies. PUCO staff’s report takes limited positions on the auditor’s finding and recommendations and makes additional findings. Companies’ proposed compliance tariffs be approved. The Ohio Companies plan cannot predict the outcome of the rehearing, but do not expect material changes to respond and file supplemental testimony by March 24, 2025. the November 2025 order.
Source: Item 7, 10-K 0001031296-26-000046 vs Item 7, 10-K 0001031296-25-000006
Risk Factors 167 words changed in this paragraph; it is 56% similar to last year's version.
For We rely on complex information technology systems to operate our generation, transmission and distribution networks and to store sensitive business, employee and customer data. Increasingly sophisticated cyber-attacks, ransomware, and other security breaches—whether targeting us or third parties with whom we do business—could disrupt operations, compromise confidential information, and result in significant financial, legal, and reputational harm. Cybersecurity threats, including those that exploit advances in technologies such as artificial intelligence, continue to grow in frequency and sophistication, and the security controls we implement may not fully prevent or detect all such threats or incidents. Emerging artificial intelligence technologies may be used to develop new hacking tools, obscure malicious activities, exploit vulnerabilities, and increase the difficulty of these reasons, any detecting threats. Despite ongoing investments in cybersecurity, we cannot guarantee prevention or timely detection of all threats, which continue to evolve and may be amplified by interconnected systems. A successful attack or breach could lead to service interruptions, regulatory penalties, litigation, remediation costs, and loss of customer trust. Any such cyber incident could result in significant lost revenue, the inability to conduct critical business functions and serve customers for a significant period of time, the loss of confidential, sensitive and proprietary information, including but not limited to personal information of our customers, employees, suppliers, vendors and other third parties, the use of significant management resources, legal claims or proceedings, regulatory penalties, significant remediation costs, increased regulation, increased capital costs, increased insurance costs, increased protection costs for enhanced cyber security cybersecurity systems or personnel, and/or damage to our reputation, all of which could materially adversely affect our business, results of operations, financial condition and reputation.
Source: Item 1A, 10-K 0001031296-26-000046 vs Item 1A, 10-K 0001031296-25-000006
Every change, by type
Sentences and paragraphs of FE's Risk Factors and MD&A, 10-K 2026-02-18 against 10-K 2025-02-27.
Each links to the text at sec.gov.
Quiet changes are sentences kept from last year with one to four words changed, at least one of them a hedge, a modal or a qualifier
(may, could, will, not, significant, material…). A year or date rolling forward is not counted.
The full word list
adverse, adversely, all, although, anticipate, anticipates, any, approximately, believe, believes, can, cannot, certain, could, expect, expects, generally, however, if, intend, intends, largely, likely, many, material, materially, may, might, most, must, never, no, not, possible, primarily, probable, should, significant, significantly, some, substantial, substantially, unlikely, will, would
AddedRisk Factors
The retail rates for each of the Electric Companies are set by each of its respective regulatory agency for utilities in the state in which it operates - in Maryland by the MDPSC, in New Jersey by the NJBPU, in Ohio by the PUCO, in Pennsylvania by the
Read it in 10-K 2026-02-18 at sec.gov ↗
AddedRisk Factors
FERC, at the instruction of the U.S. Secretary of Energy, is also considering whether to develop regulations intended to speed interconnection of AI data centers and “hybrid” data center/electric generation facilities (collectively, “large loads”) to the transmission system. Final regulations, if any, from FERC are expected in the second quarter of 2026. To the extent the new regulations promulgated by FERC do not permit transmission utilities to fully recover costs associated with transmission network upgrades required to serve new large loads, our strategy of investing in transmission could be adversely affected.
Read it in 10-K 2026-02-18 at sec.gov ↗
AddedRisk Factors
External pressures beyond our control may increase customer rates and, when combined with state and federal regulatory action to mitigate bill impacts, may impair our ability to earn a fair and equitable return on our investments and execute our strategy.
Read it in 10-K 2026-02-18 at sec.gov ↗
AddedRisk Factors
PJM’s recent capacity auctions have been subject to a “price collar” that has resulted from all-time high generation capacity prices in recent auction outcomes. These all-time high capacity prices ultimately are passed through in retail rates and can result in material increases in retail customers’ monthly electric utility bills. On January 16, 2026, the PJM board along with various federal and state officials, expressed interest in extending the price collar through mid-2030.
Read it in 10-K 2026-02-18 at sec.gov ↗
AddedRisk Factors
In addition, the parties to the Statement of Principles suggested that PJM should conduct a “backstop” auction to procure additional generation capacity, with the costs to be allocated first to “new” data centers and second to existing PJM loads. If the PJM capacity auctions continue to clear at the auction cap, and if PJM conducts a “backstop” capacity auction that clears at a high price point, customer resistance to the resulting market driven increases on the generation portion of their bills could lead to increased pressure for state and federal utility regulators to limit the needed capital investment in transmission and distribution systems required for safe, reliable and resilient service to customers, which may impair our ability to earn a fair and equitable return on our investments and execute our strategy.
Read it in 10-K 2026-02-18 at sec.gov ↗
AddedRisk Factors
Our investments in transmission and distribution infrastructure modernization, reliability improvements, environmental compliance and storm hardening may increase customer bills over time and the resulting higher electric bills, when combined with the external pressures discussed above, may place pressure on residential customers’ affordability, particularly in portions of our service territory with lower median household income or high energy burdens and/or amongst those customers who have already seen significant retail bill increases. State and federal regulators may also adopt or modify policies intended to mitigate customer bill impacts – including disallowance or delayed recovery of certain capital investments or operating expenses, mandated bill assistance programs, changes to rate design, or restrictions on rate increases. Customer concerns regarding affordability may result in increased regulatory scrutiny, constraints on the size and timing of rate increases, expanded bill
Read it in 10-K 2026-02-18 at sec.gov ↗
AddedRisk Factors
mitigation requirements, or disallowances, any of which could adversely affect our ability to recover costs or earn our authorized return on equity. In addition, sustained increases in customer bills may lead to reduced electricity usage through conservation, energy efficiency, or distributed generation, which could limit future load growth and revenues.
Read it in 10-K 2026-02-18 at sec.gov ↗
AddedRisk Factors
Regulatory agencies may also require utilities to offset portions of rising costs related to grid modernization, resilience investments, environmental compliance, or rapidly evolving market conditions if they determine that such costs would unduly affect customer affordability. Any such actions could limit or delay our ability to recover costs or investments, earn a fair and equitable return, or maintain expected cash flows and could have an adverse effect on our businesses, financial condition, results of operations and cash flows.
Read it in 10-K 2026-02-18 at sec.gov ↗
AddedRisk Factors
Additionally, the operations of the Electric Companies are affected by the economic conditions in their respective service territories and those conditions could negatively impact the rate of delinquent customer accounts and our collections of accounts receivable, which could adversely impact our financial condition, results of operations and cash flows.
Read it in 10-K 2026-02-18 at sec.gov ↗
AddedRisk Factors
our business reputation and adversely affect our operating results through reduced revenues, increased capital and operating costs, litigation or the imposition of penalties/fines or other adverse regulatory outcomes.
Read it in 10-K 2026-02-18 at sec.gov ↗
AddedRisk Factors
MP owns and maintains coal-fired electric generation facilities located in West Virginia. Historically, coal-fired generation has greater exposure to the costs of complying with federal, state and local environmental statutes, rules and regulations relating to air emissions, including GHGs and CCR disposal, than other types of electric generation facilities. To the extent that changes in
Read it in 10-K 2026-02-18 at sec.gov ↗
AddedRisk Factors
imposed. We are unable to determine what impact, if any, future conservation activities will have on our financial condition or results of operations.
Read it in 10-K 2026-02-18 at sec.gov ↗
RemovedRisk Factors
There are several ongoing HB 6 related state regulatory matters including, but not limited to, the below HB 6-related matters, each of which was stayed for a third time by the PUCO on August 23, 2023, at the request of the U.S. Attorney for the Southern District of Ohio, for a period of an additional six months. The stay on the following matters was lifted on February 26, 2024:
Read it in 10-K 2025-02-27 at sec.gov ↗
RemovedRisk Factors
•On September 8, 2020, the OCC filed motions in the Ohio Companies’ corporate separation audit and DMR audit dockets, requesting the PUCO to open an investigation and management audit, hire an independent auditor, and require FirstEnergy to show it did not improperly use money collected from consumers or violate any utility regulatory laws, rules or orders in its activities regarding HB 6. On February 26, 2024, this proceeding was consolidated with the expanded DCR rider audit proceeding described below and on November 22, 2024, the administrative law judge ordered that the bifurcated portion of the corporate separation audit, discussed further below, be consolidated with the already-consolidated DMR audit and expanded DCR rider audit proceeding. Evidentiary hearings are scheduled to begin May 13, 2025;
Read it in 10-K 2025-02-27 at sec.gov ↗
RemovedRisk Factors
•On September 15, 2020, the PUCO opened a new proceeding to review the political and charitable spending by the Ohio Companies in support of HB 6 and the subsequent referendum effort. On September 30, 2024, the third-party auditor’s report was filed. See ”Outlook - State Regulation - Ohio” below for additional information regarding the auditor’s findings. Comments have been filed on the audit report and remain pending with the PUCO;
Read it in 10-K 2025-02-27 at sec.gov ↗
RemovedRisk Factors
•On December 30, 2020, the PUCO directed PUCO staff to solicit a third-party auditor and conduct a full review of the DMR to ensure funds collected from customers through the DMR were only used for the purposes established in ESP IV. The auditor’s report was filed on January 14, 2022, and the parties submitted final comments and responses in the second quarter 2022. See ”Outlook - State Regulation - Ohio” below for additional information regarding the auditor’s findings. On February 26, 2024, this proceeding was consolidated with the expanded DCR rider audit proceeding described below and on November 22, 2024, the administrative law judge ordered that the bifurcated portion of the corporate separation audit, discussed further below, be consolidated with the already-consolidated DMR audit and expanded DCR rider audit proceeding. Evidentiary hearings are scheduled to begin May 13, 2025; and
Read it in 10-K 2025-02-27 at sec.gov ↗
RemovedRisk Factors
•On March 10, 2021, the PUCO expanded the scope of an ongoing annual audit of the Ohio Companies’ Rider DCR for 2020 to include a review of certain transactions that were either improperly classified, misallocated, or lacked supporting documentation, and to determine whether funds collected from customers were used to pay the vendors, and if so, whether or not the funds associated with those payments should be returned to customers through Rider DCR or through an alternative proceeding. On February 26, 2024, this proceeding was consolidated with the Rider DMR audit proceeding described above, and further lifted the stay of the portion of the investigation relating to an apparent nondisclosure of a side agreement. On November 22, 2024, the administrative law judge ordered that the bifurcated portion of the corporate separation audit be consolidated with the already-consolidated DMR audit and the expanded DCR rider audit proceeding. Evidentiary hearings are scheduled to begin May 13, 2025.
Read it in 10-K 2025-02-27 at sec.gov ↗
RemovedRisk Factors
See Note 14, "Regulatory Matters" of the Notes to Consolidated Financial Statements and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Estimates” for additional details on the state regulatory investigations surrounding HB 6.
Read it in 10-K 2025-02-27 at sec.gov ↗
RemovedRisk Factors
While FirstEnergy is committed to pursuing an open dialogue with stakeholders in an appropriate manner with respect to the numerous regulatory proceedings currently underway, FirstEnergy shareholders in particular are at risk of being adversely impacted because the rates our Electric Companies and Transmission Companies are allowed to charge may be decreased as a result of actions taken by a regulator to which our Electric Companies and Transmission Companies are subject to jurisdiction, whether as a result of the DPA, any failure to have complied with anti-corruption laws, or otherwise.
Read it in 10-K 2025-02-27 at sec.gov ↗
RemovedRisk Factors
We are unable to predict the adverse impacts of such regulatory matters, including with respect to rates, and, therefore, any of these risks could impact us significantly beyond expectations. Moreover, we are unable to predict the potential for any additional regulatory actions, any of which could exacerbate these risks or expose us to adverse outcomes in pending or future rate cases, and could have a material adverse effect on our reputation, business, financial condition, results of operations, liquidity or cash flows.
Read it in 10-K 2025-02-27 at sec.gov ↗
RemovedRisk Factors
In the ordinary course of our business, we depend on information technology systems that utilize sophisticated operational systems and network infrastructure to run all facets of our generation, transmission and distribution services. Additionally, we store sensitive data, intellectual property and proprietary or personally identifiable information regarding our business, employees, shareholders, customers, suppliers, business partners and other individuals in our data centers and on our networks. We may also need to provide sensitive data to vendors and service providers who require access to this information. The secure maintenance of information and information technology systems is critical to our operations.
Read it in 10-K 2025-02-27 at sec.gov ↗
RemovedRisk Factors
Over the last several years, there has been an increase in the frequency of cyber-attacks by terrorists, hackers, international activist organizations, foreign governments and individuals. These and other unauthorized parties may attempt to gain access to our network systems or facilities, or those of third parties with whom we do business, including directly through our network infrastructure or through fraud, trickery, or other forms of deception against our employees, contractors and temporary staff. Additionally, our information and information technology systems and those of our vendors and service providers may be increasingly vulnerable to data security breaches, damage and/or interruption due to viruses, ransomware, unauthorized physical access, theft of access devices, human error, malfeasance, faulty password management or other malfunctions and disruptions. Further, hardware, software, or applications we develop or procure from third parties may contain defects in design or manufacture or other problems that could unexpectedly compromise information and/or security.
Read it in 10-K 2025-02-27 at sec.gov ↗
RemovedRisk Factors
As a source of critical infrastructure, the energy industry is at heightened threat of cyber-attacks, which are becoming increasingly more difficult to anticipate and prevent due to their rapidly evolving nature. We cannot anticipate, detect, or implement fully preventive measures against all cybersecurity threats because the techniques used are increasingly sophisticated and constantly evolving and in some cases, assisted by artificial intelligence.
Read it in 10-K 2025-02-27 at sec.gov ↗
RemovedRisk Factors
In addition, the increased use of smartphones, tablets, and other wireless devices, as well as ongoing remote work-from-home arrangements, may also heighten these and other operational risks.
Read it in 10-K 2025-02-27 at sec.gov ↗
RewordedRisk Factors
While actual emissions may vary substantially, the projects under construction or development when completed will increase emissions of our portfolio and therefore could increase the risks associated with regulation of GHG emissions, and although the new U.S. presidential administration issued an executive order in January 2025 withdrawing the United States from the United Nations Framework Convention on Climate Change’s Paris Agreement (“Paris Agreement”), future presidential administrations with differing energy and climate priorities could take actions that result in new or additional GHG emissions regulations in the future. emissions.
Read it in 10-K 2026-02-18 at sec.gov ↗
RewordedRisk Factors
Treasury’s rulemaking process and Treasury regulations, which are expected to be issued in the future issuance of final regulations, future, as well as potential future federal tax legislation or presidential executive orders, could provide certain adjustments to regulated utilities in calculating corporate AMT, which may reduce or otherwise significantly change FirstEnergy’s AMT estimates or its conclusion conclusions as to whether it is an AMT payer at all. payer.
Read it in 10-K 2026-02-18 at sec.gov ↗
RewordedRisk Factors
FERC’s policies on recovery of transmission costs continue to evolve, evidenced by ongoing proceedings to determine an appropriate ROE methodology to determine transmission ROEs, and to determine whether FERC’s existing policies on transmission rate incentives should be revised. revised, and to determine whether certain classes of network transmission upgrade costs can be recovered in transmission rates and whether such costs will be direct charged to the connecting customer.
Read it in 10-K 2026-02-18 at sec.gov ↗
RewordedRisk Factors
Management The Registrants regularly evaluates evaluate the most significant risks of its their businesses and reviews review those risks with the FE Board and appropriate Committees their respective boards of the FE Board. directors and, if appropriate, committees of those boards of directors.
Read it in 10-K 2026-02-18 at sec.gov ↗
RewordedRisk Factors
Failure to provide safe and reliable service and equipment due to various factors, including cyber or physical attacks, equipment failure, accidents, human error, weather or natural disasters, could result in serious injury or loss of life that may harm our business reputation and adversely affect our operating results through reduced revenues, increased capital and operating costs, litigation or the imposition of penalties/fines or other adverse regulatory outcomes.
Read it in 10-K 2026-02-18 at sec.gov ↗
RewordedRisk Factors
The following risk factors and all other information contained in this report should be considered carefully when evaluating FirstEnergy. the Registrants, and unless a risk factor expressly excludes a Registrant or the context requires otherwise, references to “we,” “us,” and “our” refer to both Registrants.
Read it in 10-K 2026-02-18 at sec.gov ↗
RewordedRisk Factors
Our FirstEnergy’s Energize365 business plan calls for extensive capital investments totaling approximately $28 $36 billion from 2025 2026 through 2029, including but not limited to our transmission expansion program and our distribution grid modernization, resiliency and reliability programs. 2030.
Read it in 10-K 2026-02-18 at sec.gov ↗
RewordedRisk Factors
(4) (3) FERC's evolving policies with respect to incentive rates for transmission investment assets, the calculation of the base ROE component of transmission rates; rates, and the interconnection of AI data centers and transmission network upgrades supporting such large loads;
Read it in 10-K 2026-02-18 at sec.gov ↗
RewordedRisk Factors
While FirstEnergy is assessing the proposed regulations but continues to believe that it is believe, more likely than not not, it will be subject to corporate AMT, however, the completion of the additional IRS guidance or revised U.S.
Read it in 10-K 2026-02-18 at sec.gov ↗
RewordedRisk Factors
Any damage to our reputation, either generally or as a result of of, among other things, changes in our service reliability, our rate affordability or negative outcomes in the foregoing, ongoing matters relating to HB 6, may lead to negative customer perception, which may make it difficult for us to compete successfully for new opportunities, or could adversely impact our ability to launch new sophisticated technology-driven solutions to meet our customer expectations.
Read it in 10-K 2026-02-18 at sec.gov ↗
RewordedRisk Factors
We continue to have in the past and may in the future experience supply chain challenges due to economic conditions that developed during the COVID-19 pandemic and have continued in the years since, with order lead times increasing across numerous material categories, some of which remained elevated through 2024 and into 2025. categories.
Read it in 10-K 2026-02-18 at sec.gov ↗
RewordedRisk Factors
In our regulated operations, energy conservation could negatively impact us depending on the regulatory treatment of the associated impacts. impacts and, in particular, whether we would be permitted to recover some or all of the resulting additional costs and/or lost revenues.
Read it in 10-K 2026-02-18 at sec.gov ↗
Quiet changesRisk Factors
NERC, RFC and FERC can be expected to continue to refine existing reliability standards as well as develop and adopt new reliability standards.
Read it in 10-K 2026-02-18 at sec.gov ↗
Quiet changesRisk Factors
However, our Our employees, contractors and the general public may be exposed to dangerous environments due to the nature of our operations.
Read it in 10-K 2026-02-18 at sec.gov ↗
Quiet changesRisk Factors
Such conservation programs have previously resulted in and could result in further load reduction and could adversely impact our financial results in different ways.
Read it in 10-K 2026-02-18 at sec.gov ↗
Quiet changesRisk Factors
Any delay in our ability to access those funds, even for a short period of time, could have a material an adverse effect on our results of operations and financial condition.
Read it in 10-K 2026-02-18 at sec.gov ↗
AddedMD&A
The following Management’s Discussion and Analysis of Financial Condition and Results of Operations in this Form 10-K discusses FirstEnergy's 2025 and 2024 results, and year-over-year comparisons between 2025 and 2024. Discussions of 2023 results and year-over-year comparisons between 2024 and 2023 that are not included in this Form 10-K can be found in Item 7., “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of FirstEnergy’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on February 27, 2025.
Read it in 10-K 2026-02-18 at sec.gov ↗
AddedMD&A
•Transmission projects awarded through the PJM Open Window to address regional expansion projects.
Read it in 10-K 2026-02-18 at sec.gov ↗
AddedMD&A
On March 24, 2025, FirstEnergy internally announced organizational changes that are intended to align the organization with its new business model, which is designed to make FirstEnergy more efficient and sustainable while placing responsibility and accountability closer to customers, employees and regulators. The changes are also consistent with FirstEnergy’s focus on operations and maintenance expense discipline. As a result, FirstEnergy recognized a pre-tax charge of approximately $26 million ($5 million at JCP&L) in the first quarter of 2025, which is included within “Other operating expenses” on each of the Registrants' Statements of Income and Comprehensive Income.
Read it in 10-K 2026-02-18 at sec.gov ↗
AddedMD&A
On July 16, 2025, FEV sold its entire 33-1/3% equity ownership in Global Holding, the holding company for a joint venture in the Signal Peak mining and coal transportation operations, at book value to WMB Marketing Ventures, LLC and Pinesdale LLC for $47.5 million, which is classified within cash flows from investing activities - other of FirstEnergy’s Consolidated Statements of Cash Flows.
Read it in 10-K 2026-02-18 at sec.gov ↗
AddedMD&A
On February 21, 2025, FET, DominionHV and Transource entered into the Valley Link Operating Agreement, which established the general framework for Valley Link and the Valley Link Subsidiaries to accept, design, develop, construct, own, operate and finance those transmission projects awarded by PJM to Valley Link. This general framework includes parameters regarding the
Read it in 10-K 2026-02-18 at sec.gov ↗
AddedMD&A
relationship among the three members, confers governance rights to its members so long as certain ownership percentages are maintained, as described below, and defines the list of projects that Valley Link will have the right to develop. Valley Link is the owner of the Valley Link Subsidiaries, which are organized in various states. On February 26, 2025, in response to the PJM 2024 RTEP Long-Term Proposal Window #1, PJM awarded two electric transmission projects to Valley Link estimated to be approximately $3 billion, with FET’s share estimated to be approximately $1 billion.
Read it in 10-K 2026-02-18 at sec.gov ↗
AddedMD&A
On February 13, 2026, FET and Transource entered into the Grid Growth Operating Agreement, which established the general framework for FET and Transource to accept, design, develop, construct, own, operate and finance those transmission projects awarded by PJM to certain of the subsidiaries of Grid Growth, on February 12, 2026. This general framework includes parameters regarding the relationship among the two members, confers governance rights to its members so long as certain ownership percentages are maintained and defines the list of projects that Grid Growth will have the right to develop. Grid Growth is the sole owner of Grid Growth Ohio and owns an 80% interest in Grid Growth EHV, with Transource owning the remaining interests. On February 12, 2026, in response to the PJM 2025 RTEP Long-Term Proposal Window #1, PJM awarded a project to Grid Growth estimated to be approximately $1 billion, with FET’s share estimated to be approximately $448 million.
Read it in 10-K 2026-02-18 at sec.gov ↗
AddedMD&A
On May 15, 2025, the Ohio Governor signed HB 15 that, in addition to eliminating ESPs, requires, among other things, triennial base rate cases and allows them to be based on a three-year forecasted test period, expedites PUCO review and disposition of future base rate cases, imposes annual reliability reporting, increases protections for customers shopping with third-party suppliers, requires EDUs to develop and publicly share distribution system hosting capacity maps, and reduces certain transmission and distribution property taxes beginning with property in-serviced in 2026. The legislation became effective August 14, 2025.
Read it in 10-K 2026-02-18 at sec.gov ↗
AddedMD&A
On November 19, 2025, the PUCO issued a separate order which assessed approximately $250 million in monetary penalties upon the Ohio Companies in connection with the PUCO’s ongoing HB 6 audits and investigations. On December 19, 2025, the Ohio Companies and fourteen intervenors filed with the PUCO an unopposed stipulation and recommendation that was intended to resolve several matters pending before the PUCO to which the Ohio Companies were a party. The stipulation and recommendation, which was adopted in its entirety by the PUCO on January 7, 2026, vacated the amounts owed pursuant to the November 19, 2025 order regarding its HB 6 audits and investigations and instead directed the Ohio Companies to pay its customers restitution and refunds totaling approximately $275 million, among other things. The refunds will be paid out over three billing cycles beginning in February 2026.
Read it in 10-K 2026-02-18 at sec.gov ↗
AddedMD&A
The Ohio Companies anticipate filing a base rate distribution case with the PUCO in the second half of 2026.
Read it in 10-K 2026-02-18 at sec.gov ↗
AddedMD&A
On October 1, 2025, MP and PE filed their integrated resource plan with the WVPSC. To ensure that MP and PE can meet their PJM adequacy requirements, the plan proposes, among other things, near-term market capacity purchases and the addition of 70 MWs of solar generation by 2028 and 1,200 MWs of natural gas combined cycle generation by 2031. On November 26, 2025, the WVPSC issued a procedural order setting a hearing for May 2026.
Read it in 10-K 2026-02-18 at sec.gov ↗
AddedMD&A
On February 13, 2026, MP and PE filed a CPCN to construct and operate a 1,200 MW combined cycle gas turbine plant and 70 MWs of solar generation capacity for an estimated capital investment totaling approximately $2.7 billion as of the date of the filing. The request also includes a surcharge designed to recover financing costs during development and construction of the projects, as well as to transition to recovery in base rates once the projects are placed in-service and approved through a base rate case. An order is expected from the WVPSC in the second half of 2026.
Read it in 10-K 2026-02-18 at sec.gov ↗
RemovedMD&A
•The risks and uncertainties associated with government investigations and audits regarding HB 6 and related matters, including potential adverse impacts on federal or state regulatory matters, including, but not limited to, matters relating to rates.
Read it in 10-K 2025-02-27 at sec.gov ↗
RemovedMD&A
•Mitigating exposure for remedial activities associated with retired and formerly owned electric generation assets, including those sites impacted by the legacy CCR rules that were finalized during 2024.
Read it in 10-K 2025-02-27 at sec.gov ↗
RemovedMD&A
During the first quarter of 2024, FirstEnergy’s segment reporting structure was modified to increase transparency for leadership and investors, simplify the presentation to corresponding legal entities, and align FirstEnergy’s earnings, cash flows and balance sheets at the business unit level. FirstEnergy’s reportable segments are as follows:
Read it in 10-K 2025-02-27 at sec.gov ↗
RemovedMD&A
•Alignment with our cash flow, credit metrics, balance sheet and earnings to the companies comprising each segment;
Read it in 10-K 2025-02-27 at sec.gov ↗
RemovedMD&A
•Simplification of our segment reporting so that each entire entity resides within a segment; and
Read it in 10-K 2025-02-27 at sec.gov ↗
RemovedMD&A
On January 1, 2024, FirstEnergy consolidated the Pennsylvania Companies into FE PA, rendering FE PA a new, single operating entity and the successor-in-interest to all assets and liabilities of the Pennsylvania Companies. As of January 1, 2024, FE PA is FE’s only regulated distribution power company in Pennsylvania encompassing the operations previously conducted individually by the Pennsylvania Companies. FirstEnergy continues to evaluate the legal, financial, operational and branding benefits of consolidating the Ohio Companies into a single Ohio power company.
Read it in 10-K 2025-02-27 at sec.gov ↗
RemovedMD&A
Also on January 1, 2024, WP transferred certain of its Pennsylvania-based transmission assets to KATCo, and PN and ME contributed their respective Class B equity interests of MAIT to FE, which were ultimately contributed to FET in exchange for a special purpose membership interest in FET. So long as FE holds the FET special purpose membership interests, it will receive 100% of any Class B distributions made by MAIT.
Read it in 10-K 2025-02-27 at sec.gov ↗
RemovedMD&A
On February 2, 2023, FE, along with FET, entered into the FET P&SA II with Brookfield and the Brookfield Guarantors, pursuant to which FE agreed to sell to Brookfield at the closing, and Brookfield agreed to purchase from FE, an incremental 30% equity interest in FET for a purchase price of $3.5 billion. The FET Equity Interest Sale closed on March 25, 2024 and FET continues to be consolidated in FirstEnergy’s financial statements. The purchase price was paid in part by the issuance of two promissory notes at closing having an aggregate principal amount of $1.2 billion with: (i) one promissory note having an aggregate principal amount of $750 million, at an interest rate of 5.75% per annum, with a maturity date of September 25, 2025 and (ii) one promissory note having an aggregate principal amount of $450 million, at an interest rate of 7.75% per annum, with a maturity date of December 31, 2024. The remaining $2.3 billion of the purchase price was paid in cash at closing. On July 17, 2024, Brookfield paid FE approximately $1.2 billion in full satisfaction of the promissory notes. Interest income associated with the promissory notes was $24 million for the year ended December 31, 2024 and is reported within “Miscellaneous income, net” on FirstEnergy’s Consolidated Statements of Income. As a result of the consummation of the transaction, Brookfield’s interest in FET increased from 19.9% to 49.9%, while FE retained the remaining 50.1% ownership interests of FET.
Read it in 10-K 2025-02-27 at sec.gov ↗
RemovedMD&A
On May 8, 2024, the EPA finalized changes to the CCR regulations addressing inactive surface impoundments at inactive electric utilities, known as legacy CCR surface impoundments, and in November 2024 and January 2025, the EPA made several technical corrections to the rule. The rule extends 2015 CCR rule requirements for groundwater monitoring and protection procedures, operational and reporting procedures, as well as closure requirements for impoundments and landfills that were not originally included for coverage by the 2015 CCR rule. In anticipation of such expenditures, FirstEnergy performed a preliminary assessment of former CCR disposal sites and calculated an initial estimate applying historical experience in remediating comparable sites. As a result, FirstEnergy recorded a $139 million increase to its ARO during 2024, of which $113 million is included in “Other operating expenses” on the Consolidated Statements of Income and was not capitalized as an asset retirement cost since the associated plants do not have future cash flows.
Read it in 10-K 2025-02-27 at sec.gov ↗
RemovedMD&A
Powered by its employees and guided by its experienced leadership team and engaged FE Board, FirstEnergy is accelerating its transformation into a premier electric company. The FE Board and FirstEnergy’s executive management team are aligned behind a business model grounded in investing, operating, recovering costs and financing our regulated electric company operations. This business model aims to create a “virtuous cycle” that, in turn, serves to improve reliability and the customer experience, grow rate base, engage employees, improve returns and maintain a strong balance sheet. Along with an unwavering commitment to ethics and integrity, performance excellence and continuous improvement, FirstEnergy anticipates that strong execution of this model will help achieve its strategic objectives and deliver value to its investors.
Read it in 10-K 2025-02-27 at sec.gov ↗
RemovedMD&A
With a diversified asset mix, improved balance sheet and a strong affordability position, FirstEnergy is well positioned to significantly enhance the customer experience and provide value to its investors.
Read it in 10-K 2025-02-27 at sec.gov ↗
RemovedMD&A
•West Virginia solar generation projects, energy efficiency initiatives, electric vehicle infrastructure and energy storage projects.
Read it in 10-K 2025-02-27 at sec.gov ↗
RewordedMD&A
Stand-Alone Transmission’s earnings attributable to FE from continuing operations decreased $105 increased $63 million in 2024, 2025, as compared to 2023, 2024, primarily due to a discrete tax benefit related to a remeasurement of excess deferred income taxes in the dilutive effect third quarter of 2025, the FET Equity Interest Sale that closed in March 2024, and absence of a charge for an expected refund, with interest, in the fourth quarter of 2024 as a result of the Sixth Circuit ruling eliminating the 50 basis point adder associated with RTO membership, partially offset by the absence of a discrete tax charge related to the FET Equity Interest Sale in the first quarter of 2024, and higher revenues from regulated capital investments that increased rate base. base, partially offset by the dilutive effect of the FET Equity Interest Sale that closed in March 2024 and true-up adjustments from the annual forward looking transmission rate filings.
Read it in 10-K 2026-02-18 at sec.gov ↗
RewordedMD&A
Debt redemption costs — — — (36) (36) (85) (85) Equity method investment earnings, net — — — 175 175 58 58 Miscellaneous income (expense), net 84 73 17 (10) 164 124 54 18 (7) 189 Pension and OPEB mark-to-market adjustments (33) (50) (32) 37 (78) 36 26 6 (90) (22) Interest expense (390) (257) (245) (232) (1,124) (432) (262) (275) (175) (1,144) Capitalized financing costs 21 35 38 3 97 24 47 60 2 133 Total Other Expense (318) (199) (222) (63) (802) (248) (135) (191) (297) (871) Income taxes (benefits) 147 37 146 (63) 267 135 153 173 (84) 377 Income attributable to noncontrolling interest — — 74 149 — 74 149 Earnings (Losses) Attributable to FirstEnergy Corp. from Continuing Operations FE $ 587 624 $ 300 535 $ 399 294 $ (163) (475) $ 1,123 978
Read it in 10-K 2026-02-18 at sec.gov ↗
RewordedMD&A
Debt redemption costs — — — (49) (49) 61 61 Equity method investment earnings, net — — — (117) (117) (58) (58) Miscellaneous income (expense), net 40 (19) 1 3 25 (24) 26 2 (37) (33) Pension and OPEB mark-to-market adjustments 69 76 38 (127) 56 89 72 17 97 275 Interest expense (42) (5) (30) 57 (20) 33 (22) (47) (37) (73) Capitalized financing costs 3 12 22 (1) 36 5 20 27 — 52 Total Other Expense 70 64 31 (234) (69) 103 96 (1) 26 224 Income taxes (benefits) (12) 116 27 (21) 110 (61) 37 (74) 9 (89) Income attributable to noncontrolling interest — — 75 102 — 75 102 Earnings (Loss) (Losses) Attributable to FE from Continuing Operations $ 37 (261) $ 235 53 $ (105) 63 $ (312) 187 $ (145) 42
Read it in 10-K 2026-02-18 at sec.gov ↗
RewordedMD&A
Also on October 24, 2024, (ii) permit a one-week interest period for any Term Benchmark Advance (as defined under each of FET the Amended Credit Facilities) based upon daily simple SOFR; and KATCo entered into amendments of the 2023 Credit Facilities, to, among other things, (iii) extend the maturity date of the 2023 Credit Facilities each credit facility for an additional one-year period, period (a) from October 20, 2028 to October 20, 2029 and for the KATCo credit facility, (b) from October 20, 2027 2029 to October 20, 2028, 2030 for the FET credit facility and KATCo credit facility, respectively. (c) from October 18, 2028 to October 18, 2029 for the remaining Amended Credit Facilities.
Read it in 10-K 2026-02-18 at sec.gov ↗
RewordedMD&A
As of December 31, Net Regulatory Assets (Liabilities) by Source - JCP&L 2025 2024 2023 Change (In millions) Customer payables for future income taxes $ (2,234) (393) $ (2,382) (410) $ 148 17 Spent nuclear fuel disposal costs (76) (72) (83) 11 (4) Asset removal costs (681) (652) (29) (1) (87) (101) 14 Deferred transmission costs 190 286 (96) Deferred generation costs 481 572 (91) (25) (3) (22) Deferred distribution costs 287 247 40 318 206 112 Storm-related costs 1,015 799 216 367 310 57 Energy efficiency program costs 349 198 151 316 208 108 New Jersey societal benefit costs 80 87 79 8 Vegetation management costs 125 102 23 (7) Other 75 (11) 86 15 22 (7) Net Regulatory Liabilities Assets included on the Consolidated JCP&L's Balance Sheets $ (378) 515 $ (845) 247 $ 467 268
Read it in 10-K 2026-02-18 at sec.gov ↗
RewordedMD&A
Pursuant to Pennsylvania Act 129 On November 26, 2025, FE PA submitted a petition for approval of 2008 its Phase V Energy Efficiency and PPUC orders, the Pennsylvania Companies implemented Conservation Plan, which includes energy efficiency and peak demand reduction programs with demand reduction targets, relative to 2007-2008 peak demands, at 2.9% MW for ME, 3.3% MW for PN, 2.0% MW for Penn, and 2.5% MW for WP; 2.01% MW, and energy consumption reduction targets, as a percentage of the Pennsylvania Companies’ FE PA’s historic 2009 to 2010 reference load load, at 3.1% MWh for ME, 3.0% MWh for PN, 2.7% MWh for Penn, and 2.4% MWh for WP. 2.00% MWh.
Read it in 10-K 2026-02-18 at sec.gov ↗
RewordedMD&A
For the Years Ended December 31, Financing Activities 2025 2024 2023 2022 (In millions) New Issues Unsecured Senior unsecured notes $ 3,125 $ 2,100 $ 1,050 $ 300 Unsecured convertible notes 2,500 — 1,500 — FMBs 200 — 600 400 Senior secured notes 100 — — 5,925 2,100 3,150 700 Redemptions / Repayments Unsecured convertible notes (1,206) — — Senior unsecured notes (1,875) (2,013) (494) (2,737) FMBs — (700) — (200) Senior secured notes (48) (47) (43) (68) (3,129) (2,760) (537) (3,005) Proceeds from FET Equity Interest Sale (Note 1) 1.) — 3,500 — — Proceeds from 19.9% FET equity interest sale, net of transaction costs — — 2,348 Noncontrolling interest cash distributions (100) (86) (72) (21) Capital contributions from noncontrolling interest — — 9 Short-term borrowings, net (225) (225) 675 100 Common stock dividend payments (1,016) (970) (906) (891) Debt issuance and redemption costs, and other (145) (125) (72) (152) $ 1,310 $ 1,434 $ 2,238 $ (912)
Read it in 10-K 2026-02-18 at sec.gov ↗
RewordedMD&A
As of December 31, Net Regulatory Assets (Liabilities) by Source - FirstEnergy 2025 2024 2023 Change (In millions) Customer payables for future income taxes $ (2,041) $ (2,234) $ (2,382) $ 148 193 Spent nuclear fuel disposal costs (76) (72) (83) 11 (4) Asset removal costs (675) (681) (652) (29) 6 Deferred transmission costs (43) 190 286 (96) (233) Deferred generation costs 405 481 572 (91) (76) Deferred distribution costs 466 287 247 40 179 Storm-related costs 1,122 1,015 799 216 107 Energy efficiency program costs 462 349 198 151 113 New Jersey societal benefit costs 80 87 79 8 (7) Vegetation management costs 153 125 102 23 28 Ohio settlement charges (250) — (250) Other 41 75 (11) 86 (34) Net Regulatory Liabilities included on the FirstEnergy Consolidated Balance Sheets $ (356) $ (378) $ (845) $ 467 22
Read it in 10-K 2026-02-18 at sec.gov ↗
RewordedMD&A
On or after October 15, 2028, in the case of the 2029 Convertible Notes, and on or after February 1, 2026, October 15, 2030, in the case of the 2031 Convertible Notes, until the close of business on the second scheduled trading day immediately preceding the maturity date, holders date of the 2026 Convertible Notes relevant series of notes, holders may convert all or any portion of their 2026 Convertible Notes at their option notes of such series at any time at time, regardless of the conversion rate then in effect, irrespective of these foregoing conditions.
Read it in 10-K 2026-02-18 at sec.gov ↗
RewordedMD&A
The auditor’s report recommended adjustments which would result On November 19, 2025, the PUCO issued an order in the rate case lifting the rate freeze and approving a net increase of the Ohio Companies’ in base distribution revenues of the Ohio Companies of approximately $8 million $34 million, with a return on equity of 9.63% and a hypothetical capital structures structure of 48.8% debt and 51.2% equity for each all three Ohio Companies, which reflects a roll-in of the Ohio Companies. current riders such as DCR and AMI.
Read it in 10-K 2026-02-18 at sec.gov ↗
RewordedMD&A
The auditor’s report recommended adjustments which would result On November 19, 2025, the PUCO issued an order in the rate case lifting the rate freeze and approving a net increase of the Ohio Companies’ in base distribution revenues of the Ohio Companies of approximately $8 million $34 million, with a return on equity of 9.63% and a hypothetical capital structures structure of 48.8% debt and 51.2% equity for each all three Ohio Companies, which reflects a roll-in of the Ohio Companies. current riders such as DCR and AMI.
Read it in 10-K 2026-02-18 at sec.gov ↗
RewordedMD&A
FE will settle conversions of the 2026 Convertible Notes, if any, such notes by paying cash up to the aggregate principal amount of the 2026 Convertible Notes being notes to be converted and by paying cash or delivering delivering, as the case may be, cash, shares of FE’s its common stock (or or a combination of each), cash and shares of its common stock, at its election, in respect of the remainder, if any, of its conversion obligation in excess of the aggregate principal amount of the 2026 Convertible Notes notes being converted. converted, subject to the applicable terms of the indentures.
Read it in 10-K 2026-02-18 at sec.gov ↗
Quiet changesMD&A
FirstEnergy believes it has optimized its financing plan to retain flexibility in an uncertain interest rate environment.
Read it in 10-K 2026-02-18 at sec.gov ↗
Quiet changesMD&A
However, FE may not elect to redeem the 2026 Convertible Notes prior to the maturity date.
Read it in 10-K 2026-02-18 at sec.gov ↗
Quiet changesMD&A
FirstEnergy uses may use various market risk sensitive instruments, including derivative contracts, primarily to manage the risk of price and interest rate fluctuations.
Read it in 10-K 2026-02-18 at sec.gov ↗