Form 424B3 FirstEnergy Pennsylvania

Filed Pursuant to Rule 424(b)(3)
Registration No. 333-298694

PROSPECTUS

FirstEnergy Pennsylvania Electric Company

Offer to exchange up to

$300,000,000 aggregate principal amount of 4.150% Senior Notes due 2028

(CUSIP No. 33767Q AD8)

that have not been registered under the Securities Act

for

$300,000,000 aggregate principal amount of 4.150% Senior Notes due 2028

(CUSIP No. 33767A AC0 and U3138Q AB4)

registered under the Securities Act

and

$550,000,000 aggregate principal amount of 4.550% Senior Notes due 2031

(CUSIP No. 33767Q AB2)

that have not been registered under the Securities Act

for

$550,000,000 aggregate principal amount of 4.550% Senior Notes due 2031

(CUSIP Nos. 33767Q AA4 and U3138Q AA6)

registered under the Securities Act

THE EXCHANGE OFFER EXPIRES AT 5:00 P.M., NEW YORK CITY TIME,

ON OCTOBER 16, 2026, UNLESS WE EXTEND IT.

Terms of the Exchange Offer

We are offering to exchange all outstanding (i) $300,000,000 aggregate principal amount of our 4.150% Senior Notes due 2028 (the “Outstanding 2028 Notes”) and (ii) $550,000,000 aggregate principal amount of our 4.550% Senior Notes due 2031 (the “Outstanding 2031 Notes,” and together with the Outstanding 2028 Notes, “Outstanding Notes”) that were issued in a transaction not requiring registration under the Securities Act of 1933, as amended (the “Securities Act”) for an equal amount of new (i) $300,000,000 aggregate principal amount of our 4.150% Senior Notes due 2028 (the “New 2028 Notes”) and (ii) $550,000,000 aggregate principal amount of our 4.550% Senior Notes (the “New 2031 Notes” and, together with the New 2028 Notes, the “New Notes”). We refer to this offer to exchange as the “exchange offer.”

Investing in the New Notes to be issued in the exchange offer involves certain risks. See “Risk Factors” beginning on page 11.

We are not making an offer to exchange Outstanding Notes for New Notes in any jurisdiction where the offer is not permitted.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the New Notes to be distributed in the exchange offer or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

Each broker-dealer that receives New Notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such New Notes. By so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. A broker dealer who acquired Outstanding Notes as a result of market making or other trading activities may use this prospectus, as supplemented or amended from time to time, in connection with any resales of the New Notes. We have agreed that, for a period of up to 180 days after the commencement of the exchange offer, we will make this prospectus available for use in connection with any such resale. See “Plan of Distribution.”

The date of this prospectus is September 17, 2026.

TABLE OF CONTENTS

We have not authorized anyone to provide you with any additional information or any information that is different from that contained in this prospectus. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This prospectus may be used only for the purposes for which it has been published, and no person has been authorized to give any information not contained herein. The information contained in this prospectus is accurate only as of its respective date. Our business, financial condition, results of operations and prospects may have changed since that date. We are not making an offer of these securities in any state where the offer is not permitted.

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

We caution you that this prospectus contains forward-looking statements based on information currently available to us. Such statements are subject to certain risks and uncertainties and readers are cautioned not to place undue reliance on these forward-looking statements. These statements include declarations regarding management’s intents, beliefs and current expectations. These statements typically contain, but are not limited to, the terms “anticipate,” “potential,” “expect,” “could,” “target,” “will,” “intend,” “believe,” “project,” “forecast,” “estimate,” “plan” and similar words. Forward-looking statements involve estimates, assumptions, known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements.

The forward-looking statements contained herein are qualified in their entirety by reference to the following important factors, which are difficult to predict, contain uncertainties, are in some cases beyond our control and may cause actual results to differ materially from those contained in forward-looking statements:

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You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this prospectus and should be read in conjunction with the risk factors and other disclosures contained in this prospectus. The foregoing review of factors also should not be construed as exhaustive. New factors emerge from time to time, and it is not possible for management to predict all such factors or assess the impact of any such factor on our business or the extent to which any factor, or combination of factors, may cause results to differ materially from those contained in any forward-looking statements. We expressly disclaim any obligation to update or revise, except as required by law, any forward-looking statements contained herein as a result of new information, future events or otherwise.

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GLOSSARY OF TERMS

The following abbreviations and acronyms may be used to identify frequently used terms in this prospectus:

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The following abbreviations and acronyms may be used to identify frequently used terms in this prospectus:

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RISK FACTORS

You should carefully consider the following risk factors and all other information contained in this prospectus before participating in the exchange offer. The risks and uncertainties described below are not the only risks facing us and your investment in the exchange notes. Additional risks and uncertainties that we are unaware of, or those we currently deem immaterial, also may become important factors that affect us. The following risks could materially and adversely affect our business, financial condition, cash flows or results of operations.

Risks Associated with Our Business and Industry

In connection with FirstEnergy’s actions to focus on its regulated operations, we have taken steps to focus on growing our regulated distribution operations and earnings. Our ability to successfully grow our business is subject to certain risks that could adversely affect profitability and our financial condition in the future.

FirstEnergy focuses on capitalizing on investment opportunities available to its regulated distribution segment by delivering enhanced customer service and reliability. The success of these efforts will depend, in part, on any future distribution rate cases or other filings seeking cost recovery for distribution system enhancements in the states where FirstEnergy’s regulated electric company operating subsidiaries operate, including Pennsylvania, while maintaining the affordability of the rates charged to customers. Any denial of, or delay in, the approval of any future distribution or transmission rate requests could restrict FirstEnergy, including us, from fully recovering our cost of service, may impose risks on the distribution and transmission operations, and could have a material adverse effect on our regulatory strategy, results of operations and financial condition.

FirstEnergy’s growth strategy also could be adversely impacted by any impediments to its or our ability to finance the proposed expansion projects while maintaining adequate liquidity. There can be no assurance that FirstEnergy’s investment strategy will deliver the desired result, which could adversely affect our results of operations and financial condition.

We are subject to risks arising from the operation of electric distribution equipment which could reduce revenues, increase expenses and have a material adverse effect on our business, financial condition and results of operations.

Operation of electric distribution facilities involves risks, including the risk of potential breakdown or failure of equipment or processes due to aging infrastructure, transportation disruptions, accidents, labor disputes or work stoppages by employees, human error in operations or maintenance, acts of terrorism or sabotage, construction delays or cost overruns, shortages of or delays in obtaining equipment, material and labor, operational restrictions resulting from environmental requirements and governmental interventions, and operational performance below expected levels. In addition, severe weather-related incidents and other natural disasters can disrupt distribution delivery systems.

Failure to provide safe and reliable service and equipment could result in serious injury or loss of life that may harm our business reputation and adversely affect our operating results.

Our employees, contractors and the general public may be exposed to dangerous environments due to the nature of our operations. 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.

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Demand for electricity within our service territory could exceed supply capacity, resulting in negative impacts to our reputation, results and financial condition.

Recent industry projections reflect the potential for significant growth in energy demand over the next decade. This could be exacerbated if additional resources are not available to meet increased demand in the future. For example, data centers have substantially larger load requirements than typical residential or commercial use. New data centers or the increase in demand for existing data centers located in our service territories could increase load requirements substantially over the next several years, thereby increasing our load obligations. A need to serve the load obligations of these data centers has the potential to adversely impact our business, results of operations, financial condition, or cash flows. At the same time, our planning could be adversely affected if electricity usage by data centers is ultimately lower than projected, which could reduce anticipated load growth or create stranded investment risk.

We continue to evaluate the potential impacts of the development, construction, and operation of new data centers in our service territories and will continue to evaluate potential mitigants to these risks. Still, we cannot predict whether the data centers under consideration will ever commence operations or the size of the load obligations of those that do become operational.

We could be subject to higher costs and/or penalties related to mandatory reliability standards set by NERC, FERC, the PPUC and the NYPSC or changes in the rules of our regional transmission organization, which could have an adverse effect on our business, financial condition, results of operations and cash flows.

Our operations are subjected to audit by FERC and NERC (which is the ERO designated by FERC under Section 215 of the FPA and approved by FERC and ReliabilityFirst Corporation (“RFC”)), which is one of the regional reliability entities responsible for the PJM Region. FERC, NERC, and RFC may conduct routine or special audits and issue requests designed to ensure compliance with applicable rules, regulations, policies and procedures. Among other rules, regulations, policies and procedures, owners, operators, and users of the bulk electric system are subject to mandatory reliability standards promulgated by NERC and approved by FERC. The standards are based on the functions that need to be performed to ensure that the bulk electric system operates reliably. NERC, RFC, FERC, the PPUC and the NYPSC continue to refine existing reliability standards as well as develop and adopt new reliability standards. The reliability standards address operation, planning, and security of the bulk electricity system, including requirements with respect to real-time transmission operations, emergency operations, vegetation management, critical infrastructure protection, and personnel training. Compliance with modified or new reliability standards may subject us to higher operating costs and/or increased capital expenditure. If we were found not to be in compliance with one or more of the mandatory reliability standards, we could be subject to sanctions, including substantial monetary penalties. For example, FERC has the authority under the FPA to impose penalties up to and including approximately $1.5 million per day per violation, subject thereafter to annual adjustments for inflation, for failure to comply with these mandatory electric reliability standards. The PPUC or the NYPSC can also direct fines or penalties if FE PA does not meet its reliability standards. Potential non-monetary sanctions include imposing limitations on the violator’s activities or operations.

We are also subject to certain requirements under Sections 203, 204, 205 and 301 of the FPA, including the requirement to obtain prior FERC approval of certain transactions and authorization of the issuance of certain securities and assumptions of liabilities, the obligation to file rate tariffs and contracts related to the provision of services subject to FERC jurisdiction and certain reporting, recordkeeping and accounting requirements. Under FERC policy, failure to file a jurisdictional tariff or agreement on a timely basis may result in an entity having to refund the time value of revenues collected under the relevant tariff or agreement, but not to the point where a loss would be incurred. The failure to obtain timely approval of transactions subject to Section 203 of the FPA or of issuances of securities or assumptions of liabilities under Section 204 of the FPA, or to comply with applicable filing, reporting, recordkeeping or accounting requirements under Sections 205 and 301 of the FPA, could subject us to penalties and other remediation, including the voiding of an affected FPA Section 203 or 204 transaction or issuance.

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Despite our best efforts to comply and FirstEnergy’s implementation of a compliance program intended to ensure reliability and compliance with the FPA and rules and orders issued by FERC, there can be no assurance that violations that could result in material penalties or sanctions will not occur. If we were to violate mandatory reliability standards or other NERC or FERC requirements, even unintentionally, in any material way, any penalties or sanctions imposed against us could have a material adverse effect on our business, financial condition, results of operations and cash flows, and our ability to pay interest on, and the principal of, the Notes.

Any failure by us to comply with any applicable regulations or any limitations on our ability to raise capital and/or pursue acquisitions, development opportunities or other transactions imposed by any such regulations could have a material adverse effect on our business, financial condition, results of operations and cash flows, and our ability to pay interest on, and the principal of, the Notes.

Current or future litigation or administrative proceedings could have a material adverse effect on our business, financial condition, results of operations and cash flows.

We have been and continue to be involved in legal proceedings, administrative proceedings, claims and other litigation that arise in the ordinary course of business. Various individuals and interest groups may challenge the issuance of relevant state utility commission authorizations to construct new transmission lines, or other relevant certificates, permits or approvals. In addition, we are sometimes subject to investigations and inquiries by various state and federal regulators due to the heavily regulated nature of our industry. Unfavorable outcomes or developments relating to these or other proceedings or investigations, such as judgments for monetary damages and other remedies, including injunctions or revocation of relevant authorizations, certificates, permits or approvals, could have a material adverse effect on our business, financial condition, results of operations and cash flows, and our ability to pay interest on, and the principal of, the Notes.

Although we intend to vigorously defend these matters, the results of these proceedings or investigations cannot be determined. For more information on these proceedings and other litigation, see “Our Business—Litigation.”

Our business is affected by variations in weather and severe weather conditions.

Weather conditions directly influence the demand for electric power. Demand for power generally peaks during the summer and winter months, with market prices also typically peaking at that time. Overall operating results may fluctuate based on weather conditions. In addition, we have historically delivered less power, and consequently received less revenue, when seasonal weather conditions are milder.

In addition, severe weather, such as tornadoes, hurricanes, ice or snowstorms, droughts, high winds or other natural disasters, may cause outages and property damage that may require us to incur additional costs that are generally not insured and that may not be recoverable from customers. The effect of the failure of our facilities to operate as planned under these conditions would be particularly burdensome during a peak demand period and could have an adverse effect on our financial condition and results of operations, which adverse effects could be further exacerbated by an increased frequency of such severe weather events

We are subject to financial performance risks from regional and general economic cycles as well as industries such as primary and fabricated metals, shale gas, chemical, coal mining, food and electric equipment manufacturing, plastics and rubber.

Our business follows economic cycles. The regional economy in which we operate is influenced by conditions in industries in our business territories, e.g., primary and fabricated metals, shale gas, chemical, coal mining, food and electric equipment manufacturing, plastics and rubber, and as these conditions change, our revenues will be impacted.

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Additionally, our operations are affected by the economic conditions in our 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.

We may recognize impairments of recorded goodwill, which would result in write-offs of the impaired amounts and could have an adverse effect on our results of operations.

We had approximately $962 million of goodwill on our balance sheet as of June 30, 2026. Goodwill is tested for impairment annually, as of July 31, or whenever events or circumstances indicate impairment may have occurred. We are unable to predict the actual timing and amounts of any impairments in future years, which would depend on many factors, including interest rates, sector market performance, our capital structure, results of future rate proceedings, operating and capital expenditure requirements, the value of comparable acquisitions, environmental regulations and other factors. The recognition of impairments of goodwill, which may result in write-offs of such impaired amount, could have an adverse effect on our results of operations.

Failure to retain and attract skilled professionals and technical employees could have an adverse effect on our business, financial condition, results of operations and cash flows.

Our business is dependent on our ability and that of FirstEnergy and our contractors to recruit, retain and motivate employees and contractors. Competition for skilled workers in some areas is high. We must find ways to balance the retention of an aging skilled workforce while recruiting new talent to mitigate losses in critical knowledge and skills due to retirements.

Further, a significant number of our physical workforce are represented by unions. While we believe that our relations with our employees are generally fair, we cannot provide assurances that we will be completely free of labor disruptions such as work stoppages, work slowdowns, union organizing campaigns, strikes or lockouts or that any existing labor disruption will be favorably resolved.

Mitigating these risks could require additional financial commitments and the failure to prevent labor disruptions and retain and/or attract trained and qualified labor could have an adverse effect on our business, financial condition, results of operations and cash flows and our ability to pay interest on, and the principal of, the Notes.

Our insurance coverage may not provide protection against all significant losses and our ability to obtain insurance coverage, as well as the terms of any available insurance coverage could be materially adversely affected by international, national, state or local events and company-specific events, as well as the financial condition of insurers.

If we cannot or do not obtain adequate insurance coverage, we may be required to pay costs associated with adverse future events. Through a combination of third-party and self-insurance, we have a comprehensive insurance program in place to provide coverage for various types of risks, including severe weather or other natural disasters, war, terrorism, cyber incidents, liability claims against us, or a combination of other significant unforeseen events that could impact our operations. However, insurance coverage may not continue to be available or may not be available at rates or on terms similar to those presently available to us. Our ability to obtain insurance and the terms of any available insurance coverage could be materially adversely affected by the financial condition of insurers, the impacts of actual or perceived climate-related events, as well as international, national, state, local or company-specific events.

There may be some instances in which we are not fully insured against all significant losses. A loss for which we are not fully insured could have a material adverse effect on our business, financial condition, results of operations and prospects.

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Cyber-attacks, data security breaches and other disruptions to our information technology systems could compromise our business operations, critical and proprietary information and contractor, employee and customer data, which could have a material adverse effect on our business, financial condition and reputation.

We rely on complex information technology systems to operate our 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 threads, 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 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 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.

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 in many ways, including directly through network infrastructure or through fraud, trickery, or other forms of deception against our employees and contractors. 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.

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. For example, as artificial intelligence continues to evolve, cyber-attackers could use artificial intelligence to develop malicious code, denial-of-service attacks, sophisticated phishing attempts and other attacks leading to data loss, loss of operational control or exploitation of inherent vulnerabilities.

Despite security measures and safeguards we have employed, including certain measures implemented pursuant to mandatory NERC Critical Infrastructure Protection standards, our infrastructure may be increasingly vulnerable to such attacks as a result of the rapidly evolving and increasingly sophisticated means by which attempts to defeat our security measures and gain access to our information technology systems may be made. Also, we may be at an increased risk of a cyber-attack and/or data security breach due to the nature of our business.

In addition, the increased use of smartphones, tablets, and other wireless devices, as well as ongoing remote work-from-home arrangements for a substantial portion of FirstEnergy’s corporate employees, may also heighten

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these and other operational risks. Furthermore, economic sanctions issued by one country against another, such as those issued by the U.S. and other countries against Russia in response to its war with Ukraine, or other increasing global geopolitical tensions, such as the conflict in the Middle East/Gulf nations, could increase the risk of state sponsored cyber-attacks.

Any actual or perceived cyber-attack, data security breach, damage, interruption and/or defect could: (i) disable our operations for a significant period of time; (ii) delay development and construction of new facilities or capital improvement projects; (iii) adversely affect our customer service operations; (iv) expose us to increased risk of lawsuits; (v) expose us to increased risk of regulatory penalties; (vi) expose us to increased risk of loss of potential or existing customers; (vii) expose us to increased risk of damage relating to loss of proprietary information; (viii) corrupt data; and/or (ix) result in unauthorized access to the information stored in our data centers and on our networks and those of our vendors and service providers, including company proprietary information, supplier information, employee data and personal customer data, causing the information to be publicly disclosed, lost or stolen or result in incidents that could result in economic loss and liability and harmful effects on the environment and human health, including loss of life.

We rely on, and are supported by, FE’s cyber security risk management program. As cyber threats continually evolve, including those that exploit advances in technologies such as artificial intelligence, and become more difficult to detect and successfully defend against, there can be no assurance that we or FE can implement or maintain adequate preventive measures, accurately assess the likelihood of a cyber-incident or quantify potential liabilities or losses. Also, we or FE may not discover any data security breach and loss of information for a significant period of time after the data security breach occurs, particularly those of our vendors and service providers.

For all of these reasons, 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 customers, contractor and affiliate 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 protection costs for enhanced cybersecurity systems or personnel, damage to our reputation and/or the rendering of our internal controls ineffective, all of which could materially adversely affect our business, results of operations, financial condition and reputation.

Physical acts of war, terrorism, sabotage or other attacks on any of our facilities or other infrastructure could have an adverse effect on our business, results of operations, cash flows and financial condition.

As a result of the continued threat of physical acts of war, terrorism, sabotage or other attacks in the United States, our electric distribution facilities and other infrastructure, including transformers, and substations, or the facilities or other infrastructure of an interconnected company, could be direct targets of, or indirect casualties of, an act of war, terrorism, sabotage or other attack, which could result in disruption of our ability to distribute electricity for a significant period of time, otherwise disrupt our customer operations and/or result in incidents that could result in harmful effects on the environment and human health, including loss of life. Any such disruption or incident could result in a significant decrease in revenue, significant additional capital and operating costs, including costs to implement additional security systems or personnel, a requirement to purchase electricity and to replace or repair our assets over and above any available insurance reimbursement, higher insurance deductibles, higher premiums and more restrictive insurance policies, legal claims or proceedings, greater regulation with higher attendant costs, generally, and significant damage to our reputation, which could have a material adverse effect on our business, financial condition, results of operations and cash flows and our ability to pay interest on, and the principal of, the Notes.

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Energy companies are subject to adverse publicity that makes them vulnerable to negative regulatory and legislative outcomes, which could have an adverse impact on our business.

Energy companies, including us, have been the subject of criticism on matters including the affordability and reliability of their distribution services and the speed with which they are able to respond to power outages, such as those caused by storm damage. Adverse publicity of this nature, as well as negative publicity associated with proceedings seeking regulatory recoveries may cause less favorable legislative and regulatory outcomes and damage our reputation, which could have an adverse impact on our business and financial condition.

Future changes in accounting standards may affect our reported financial results.

We have agreed to file a registration statement with the SEC with respect to the Exchange Offer for the Notes or, in certain circumstances, a shelf registration statement with respect to resales of the Notes, either of which may be subject to SEC review and comment. In addition, upon effectiveness of the registration statement, FE PA will become a reporting company subject to the periodic reporting requirements of the Exchange Act. The SEC, the Financial Accounting Standards Board or other authoritative bodies or governmental entities may issue new pronouncements or new interpretations of existing accounting standards that may require us to change our accounting policies. These changes are beyond our control, can be difficult to predict and could materially impact how we report our financial condition and results of operations. We could be required to apply a new or revised standard retroactively, which could adversely affect our financial position.

Risks Associated with Regulation

State rate regulation may delay or deny full recovery of costs and impose risks on our operations. Any denial of or delay in cost recovery could have an adverse effect on our business, results of operations, liquidity, cash flows and financial condition.

Our retail rates are set by the PPUC and the NYPSC through cost-based regulated utility ratemaking. As a result, we may not be permitted to recover our costs and, even if we are able to do so, there may be a significant delay between the time we incur such costs and the time we are allowed to recover them. Factors that may affect outcomes in the distribution rate cases include, but are not limited to: (i) the value of plant in service; (ii) authorized rate of return; (iii) capital structure (including hypothetical capital structures); (iv) depreciation rates; (v) the allocation of shared costs, including consolidated deferred income taxes and income taxes payable; (vi) regulatory approval of rate recovery mechanisms for capital investment spending programs; and (vii) the accuracy of forecasts used for ratemaking purposes in “future test year” cases.

We can provide no assurance that any base rate request we file will be granted in whole or in part. Any denial of, or delay in, any base rate request could restrict the applicable utility from fully recovering its costs of service, may impose risks on its operations, and may negatively impact our results of operations, cash flows and financial condition. In addition, to the extent that we seek an increase in rates, third-party pressure may be exerted on the applicable legislators, the PPUC and the NYPSC to take steps to control rate increases, including through some form of rate increase moderation, reduction or freeze. Any related public discourse and debate, including with respect to the House Bill 6, as passed by Ohio’s 133rd General Assembly (“HB 6”), litigation, can increase uncertainty associated with the regulatory process, the level of rates and revenues that are ultimately obtained, and our ability to recover costs. Such uncertainty may restrict operational flexibility and resources, reduce liquidity and increase financing costs.

Complex and changing federal, state and local government regulations and actions, including those associated with rates, could have a negative impact on our business, financial condition, results of operations and cash flows.

We are subject to comprehensive regulation by various federal, state and local regulatory agencies that significantly influence our operating environment. Changes in, or reinterpretations of, existing laws or

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regulations, or the imposition of new laws or regulations, by federal executive orders or otherwise, could require us to incur additional costs, which could be substantial, or change the way we conduct our business, and therefore could have a material adverse impact on our results of operations and financial condition.

We currently provide services at rates approved by one or more regulatory commissions. Thus, the rates we are allowed to charge may be decreased as a result of actions taken by FERC, the PPUC, and the NYPSC. Also, these rates may not be set to recover our expenses at any given time. Additionally, there may also be a delay between the timing of when costs are incurred and when costs are recovered. While rate regulation is premised on providing an opportunity to earn a reasonable return on invested capital and recovery of operating expenses, there can be no assurance that the applicable regulatory commission will determine that all of our costs have been prudently incurred or that the regulatory process in which rates are determined will always result in rates that will produce full recovery of our costs in a timely manner. Further, there can be no assurance that we will retain the expected recovery in future regulatory proceedings.

Regulatory changes in the electric industry could result in unrecoverable costs, adversely affecting our business and results of operations.

As a result of regulatory initiatives, changes in the electric utility business have occurred, and are continuing to take place throughout the United States, including the states in which we do business. These changes have resulted, and are expected to continue to result, in fundamental alterations in the way utilities and competitive energy providers conduct their business. FERC and the U.S. Congress propose changes from time to time in the structure and conduct of the electric utility industry.

If any regulatory efforts result in costs, decreased margins and/or unrecoverable costs, our business and results of operations would be adversely affected. We cannot predict the extent or timing of further regulatory efforts to modify our business or the industry.

Risks Associated with Climate Change, GHG Emissions and Other Environmental Matters.

We are or may be subject to environmental liabilities, including costs of remediation of environmental contamination at current or formerly owned facilities, which could have a material adverse effect on our results of operations and financial condition.

We may be subject to liability under environmental laws for the costs of remediating environmental contamination of property now or formerly owned or operated by us and of property contaminated by hazardous substances regardless of whether the liabilities arose before, during or after the time we owned or operated the facilities. FirstEnergy is currently involved in a number of proceedings relating to sites where hazardous substances have been released, and we may be subject to additional proceedings in the future. We also have current or previous ownership interests in sites associated with the production of gas and the production and delivery of electricity for which we may be liable for additional costs related to investigation, remediation and monitoring of these sites. Remediation activities associated with our former power plants and manufactured gas plant operations are one source of such costs. Citizen groups or others may bring litigation over environmental issues including claims of various types, such as property damage, personal injury, and citizen challenges to compliance decisions on the enforcement of environmental requirements, such as opacity and other air quality standards, which could subject us to penalties, injunctive relief and the cost of litigation. We cannot predict the amount and timing of all future expenditures (including the potential or magnitude of fines or penalties) related to such environmental matters, although we expect that they could be material. In addition, there can be no assurance that any liabilities, losses or expenditures we may incur related to such environmental liabilities or contamination will be covered under any applicable insurance policies or that the amount of insurance will be adequate.

In some cases, a third party who has acquired assets, including, but not limited to, operating and deactivated power stations from us has assumed the liability we may otherwise have for environmental matters related to the

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transferred property. If the transferee fails to discharge the assumed liability or disputes its responsibility, a regulatory authority or injured person could attempt to hold us responsible, and our remedies against the transferee may be limited by the financial resources of the transferee.

Costs of compliance with environmental laws are significant, and the cost of compliance with new environmental laws, including limitations on GHG emissions related to climate change, could adversely affect our cash flows and financial condition.

Our operations are subject to extensive federal, state and local environmental statutes, rules and regulations, which are continuously evolving. Compliance with these legal requirements requires us to incur costs for, among other things, installation and operation of pollution control equipment, emissions monitoring and fees, remediation and permitting at our facilities. These expenditures have been significant in the past and may increase in the future. We may be forced to shut down other facilities or change their operating status, either temporarily or permanently, if we are unable to comply with these or other existing or new environmental requirements, or if the expenditures required to comply with such requirements are unreasonable.

Moreover, new federal, state or local environmental laws or regulations including, but not limited to GHG emissions, Clean Water Act effluent limitations imposing more stringent water discharge regulations, or other changes to existing environmental laws or regulations, or the interpretation of such regulations, may materially increase our costs of compliance or accelerate the timing of capital expenditures or other capital-like investments. Our compliance strategy, including but not limited to, our assumptions regarding estimated compliance costs, although reasonably based on available information, may not successfully address future relevant standards and interpretations, including with respect to evolving federal policies that may be adopted or new regulations adopted by the states in which we operate. If we fail to comply with environmental laws and regulations or new interpretations of longstanding requirements, even if caused by factors beyond our control, that failure could result in the assessment of civil or criminal liability and fines. In addition, any alleged violation of environmental laws and regulations may require us to expend significant resources to defend against any such alleged violations. Due to the uncertainty of control technologies available to reduce GHG emissions, any legal obligation that requires substantial reductions of GHG emissions could result in substantial additional costs, adversely affecting cash flows and profitability.

Transition risks associated with climate change, including those related to regulatory mandates, could negatively impact our financial results.

A number of regulatory and legislative bodies have introduced requirements and/or incentives to reduce peak demand and energy consumption. Such conservation programs could result in load reduction and adversely impact our financial results in different ways. FE PA currently has mechanisms in place to recover the cost of these programs either at or near a current recovery time frame.

In our regulated operations, energy conservation could negatively impact us depending on the regulatory treatment of the associated impacts and, in particular, whether we would be permitted to recover some or all of the resulting additional costs and/or lost revenues. Should we be required to invest in conservation measures that result in reduced sales from effective conservation, regulatory lag in adjusting rates for the impact of these measures could have a negative financial impact. In the past, we have been adversely impacted by reduced electric usage due in part to energy conservation efforts such as the use of efficient lighting products such as compact fluorescent lights, halogens and light emitting diodes. We could also be adversely impacted if any future increases to energy prices result in a decrease in customer usage. We are unable to determine what impact, if any, future conservation activities will have on our financial condition or results of operations. Additionally, failure to meet regulatory or legislative requirements to reduce energy consumption or otherwise increase energy efficiency could result in penalties that could adversely affect our financial results.

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The physical risks associated with climate change may have an adverse impact on our business, operating results and cash flows.

Physical risks of climate change, such as flooding, wildfires, rising sea levels, and other related phenomena, resulting from more frequent or more extreme weather events, changes in temperature and precipitation patters, associated with climate change, could affect some, or all, of our operations. Frequent or extreme weather events could be destructive, which could result in increased costs, including supply chain costs. An extreme weather event within our service area could also directly affect our capital assets, such as downed wires, poles, or damage to other operating equipment, resulting in service disruptions to customers and possibly creating hazardous conditions. Further, as extreme weather conditions increase system stress, we may incur costs relating to additional system backup or service interruptions, and in some instances, we may be unable to recover such costs. For all of these reasons, these physical risks could have an adverse financial impact on our business operations, financial condition and cash flows.

Climate change poses other financial risks as well. To the extent weather conditions are affected by climate change, customers’ energy use could increase or decrease depending on the duration and magnitude of the changes. Increased energy use due to weather changes may require us to invest in additional system assets and purchase additional power. Additionally, decreased energy use due to weather changes may affect our financial condition through decreased revenues, margins or earnings.

We are and may become subject to legal claims arising from the presence of asbestos or other regulated substances at some of our facilities and that may have an adverse impact on our business operations, financial condition and cash flows.

We have been named as a defendant in claims alleging asbestos-related injuries involving multiple plaintiffs and multiple defendants in several states. The majority of these claims arise out of alleged past exposures by contractors and former employees at formerly owned electric generation plants. In addition, asbestos and other regulated substances are, and may continue to be, present at our currently owned facilities. We believe that any remaining asbestos at our facilities is contained and properly identified in accordance with applicable governmental regulations, including the federal Occupational Safety and Health Act. The continued presence of asbestos and other regulated substances at these facilities, however, could result in additional actions being brought against us. Such expenditures, settlements or payouts could have an adverse impact on our business operations, financial condition and cash flows.

This is further complicated by the fact that many asbestos-related diseases, such as mesothelioma and cancer, have long latency periods in which the disease process develops, thus making it impossible to accurately predict the types and numbers of such claims in the near future. While insurance coverages exist for many of these asbestos litigation proceedings, others have no such coverages, resulting in us being responsible for all defense expenditures, as well as any settlements or verdict payouts.

Risks Associated with Markets and Financial Matters

Failure to comply with debt covenants in our Credit Agreement (as defined below) could adversely affect our ability to execute future borrowings and/or require early repayment, and could restrict our ability to obtain additional or replacement financing on acceptable terms or at all.

The credit agreement, dated as of October 18, 2021, among us, as borrower, the banks and other financial institutions party thereto, as lenders, and Mizuho Bank, Ltd., as administrative agent (as amended, the “Credit Agreement”), contains various financial and other covenants, including maintaining a consolidated debt to total capitalization ratio of no more than 65%. Compliance with each covenant is measured at the end of each fiscal quarter.

Our Credit Agreement contains certain negative and affirmative covenants. Our ability to comply with the covenants and restrictions contained in our Credit Agreement has been, and may in the future, be affected by

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events related to the ongoing government investigations related to FE or otherwise. As of June 30, 2026, FE PA was in compliance with its debt-to-total-capitalization ratio covenant.

A breach of any of the covenants contained in our Credit Agreement could result in an event of default under the Credit Agreement and we would not be able to access the credit facility for additional borrowings and letters of credit while any default exists. Upon the occurrence of such an event of default, any amounts outstanding under our credit facility could be declared to be immediately due and payable and all applicable commitments to extend further credit could be terminated. There were no borrowings outstanding under our credit facility as of June 30, 2026. If future indebtedness under our credit facility is accelerated, there can be no assurance that we will have sufficient assets to repay the indebtedness. In addition, certain events, including but not limited to any covenant breach related to alleged failures to comply with anti-corruption and anti-bribery laws, an event of default under our credit facility and the acceleration of applicable commitments under our credit facility could restrict our ability to obtain additional or replacement financing on acceptable terms or at all. The operating and financial restrictions and covenants in our credit facility and any future financing agreements may adversely affect our ability to finance future operations or capital needs or to engage in other business activities.

In the event of volatility or unfavorable conditions in the capital and credit markets, our business, including the immediate availability and cost of short-term funds for liquidity requirements and our ability to meet long-term commitments, may be adversely affected, which could negatively impact our results of operations, cash flows and financial condition.

We rely on the capital and credit markets and our credit facility to meet both our long-term financial commitments and short-term liquidity needs if internal funds are not available from our operations. We also deposit cash in short-term investments. In the event of volatility in the capital and credit markets, our ability to access the capital markets or draw on the credit facility and obtain cash may be adversely affected. Our access to funds under the credit facility is dependent on the ability of the financial institutions that are parties to the credit facility to meet their funding commitments. Those institutions may not be able to meet their funding commitments if they experience shortages of capital and liquidity or if they experience excessive volumes of borrowing requests within a short period of time. Any delay in our ability to access those funds, even for a short period of time, could have a material adverse effect on our results of operations and financial condition.

Should there be fluctuations in the capital and credit markets as a result of uncertainty, changing or increased regulation, reduced alternatives or failures of significant foreign or domestic financial institutions or foreign governments, our access to liquidity needed for our business could be adversely affected. Unfavorable conditions could require us to take measures to conserve cash until the markets stabilize or until alternative credit arrangements or other funding for our business needs can be arranged. Such measures could include deferring capital expenditures and reducing or eliminating future dividend payments or other discretionary uses of cash. Energy markets depend heavily on active participation by multiple counterparties, which could be adversely affected should there be disruptions in the capital and credit markets. Reduced capital and liquidity and failures of significant institutions that participate in the energy markets could diminish the liquidity and competitiveness of energy markets that are important to our business. Perceived weaknesses in the competitive strength of the energy markets could lead to pressures for greater regulation of those markets or attempts to replace those market structures with other mechanisms for the sale of power, including the requirement of long-term contracts, which could have a material adverse effect on our results of operations and cash flows.

Significant increases in our operation and maintenance expenses, including our health care and pension costs, could adversely affect our future earnings and liquidity.

We continually focus on limiting and reducing where possible, our operation and maintenance expenses. However, we expect to continue to face increased cost pressures related to operation and maintenance expenses, including in the areas of health care and pension costs. We have experienced health care cost inflation in recent

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years, and we expect our cash outlay for health care costs, including prescription drug coverage, to continue to increase despite measures that we have taken requiring employees and retirees to bear a higher portion of the costs of their health care benefits. The measurement of our expected future health care and pension obligations and costs is highly dependent on a variety of assumptions, many of which relate to factors beyond our control. These assumptions include investment returns, interest rates, discount rates, health care cost trends, benefit design changes, salary increases, the demographics of plan participants and regulatory requirements. While we anticipate that our operation and maintenance expenses will continue to increase, if actual results differ materially from our assumptions, our costs could be significantly higher than expected which could adversely affect our results of operations, financial condition and liquidity.

Our results of operations and financial condition may be adversely affected by the volatility in pension and other post-employment benefits (“OPEB”) investments and obligations due to capital market performance and other changes.

FirstEnergy recognizes in income the change in the fair value of plan assets and net actuarial gains and losses for its pension and OPEB plans that are ultimately attributed to us. This adjustment to income associated with the change in fair value is recognized in the fourth quarter of each year and whenever a plan is determined to qualify for a remeasurement, which could result in greater volatility in pension and OPEB expenses and may materially impact our results of operations.

Certain of the plan assets held in the plans’ trusts do not have readily determinable market values. Changes in the estimates and assumptions inherent in the value of these assets could affect the value of the trusts. If the value of the assets held by the trusts declines by a material amount, our funding obligation to the trusts could materially increase. These assets are subject to market fluctuations and will yield uncertain returns, which may fall below our projected return rates. Forecasting investment earnings and costs to pay future pension and other obligations requires significant judgment and actual results may differ significantly from current estimates. Capital market conditions that generate investment losses or that negatively impact the discount rate and increase the present value of liabilities may increase our future pension and OPEB expenses and further may have significant impacts on the value of the pension and other trust funds, which could require significant additional funding and negatively impact our results of operations and financial position.

Changes in local, state or federal tax laws applicable to us, including the IRA of 2022 or adverse audit results or tax rulings and any resulting increases in taxes and fees, may adversely affect our results of operations, financial condition and cash flows.

We are subject to various local, state and federal taxes, including income, franchise, real estate, sales and use and employment-related taxes. We exercise significant judgment in calculating such tax obligations, booking reserves as necessary to reflect potential adverse outcomes regarding tax positions we have taken and utilizing tax benefits, such as carryforwards and credits. Additionally, various tax rate and fee increases may be proposed or considered in connection with such changes in local, state or federal tax law. We cannot predict whether legislation or regulation will be introduced, the form of any legislation or regulation, or whether any such legislation or regulation will be passed by legislatures or regulatory bodies. Any such changes, or any adverse tax audit results or adverse tax rulings on positions taken by us or our affiliates could have a negative impact on its results of operations, financial condition and cash flows.

Specifically, the IRA of 2022 imposes a corporate alternative minimum tax (“AMT”) and, if applicable, corporations must pay the greater of the regular corporate income tax or the AMT. We are party to an intercompany income tax allocation agreement with FE and its subsidiaries and, accordingly, may be allocated a share of any corporate AMT paid by the FE consolidated tax group. On February 18, 2026, the U.S. Treasury and the IRS issued guidance that allows certain tax repair deductions in computing corporate AMT. As a result of this guidance, the FE reversed $18 million in corporate AMT credit carryforwards, of which approximately $4 million was allocated to FE PA, in the first quarter of 2026 related to corporate AMT incurred and paid in

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prior tax years by the FE consolidated tax group, none of which had an impact to the effective tax rate. While the FE consolidated tax group remains subject to the corporate AMT, we and FE expect that this allowance for certain tax repair deductions will reduce future corporate AMT liability. The regulatory treatment of the IRA of 2022 may also be subject to regulation by FERC and/or applicable state regulatory authorities. Any adverse development in the IRA of 2022, including guidance from the U.S. Treasury and/or the IRS or unfavorable regulatory treatment, could negatively impact our cash flows, results of operations and financial condition.

A credit rating downgrade could negatively affect our financing costs and ability to access capital.

We rely on access to bank and capital markets as sources of liquidity for cash requirements not satisfied by cash from operations. Any future downgrades in our credit ratings from the nationally recognized credit rating agencies, particularly to levels below investment grade, could negatively affect our ability to access the bank and capital markets at attractive rates and increase borrowing costs, especially in a time of uncertainty in either of those markets. Furthermore, downgrades could increase the cost of such capital by causing us to incur higher interest rates and fees associated with such capital. Additional rating downgrades would further increase our interest expense on certain of our long-term debt obligations and would also further increase the fees we pay on our Credit Agreement, thus increasing the cost of our working capital. Such additional rating downgrades could also negatively impact our ability to grow our business or execute our business strategies by substantially increasing the cost of, or limiting access to, capital.

In addition, events related to the ongoing government investigations relating to FE may expose us to higher interest rates for additional indebtedness, whether as a result of a rating downgrade or otherwise, and could restrict our ability to obtain additional or replacement financing on acceptable terms or at all. See “Failure to comply with debt covenants in our Credit Agreement could adversely affect our ability to execute future borrowings and/or require early repayment, and could restrict our ability to obtain additional or replacement financing on acceptable terms or at all.”

We are an indirect, wholly owned subsidiary of FE. FE may exercise, within certain regulatory, corporate law and other limitations, substantial control over our dividend policy, ability to incur indebtedness, business and operations and may exercise that control in a manner that may be inconsistent with the interests of the holders of the Notes.

We are an indirect, wholly owned subsidiary of FE, with FirstEnergy Pennsylvania Holding Company LLC (“FE PA Holding Company”) as the intermediate holding company, and certain of our officers and directors are also officers of FE and FE PA Holding Company. Our board of directors makes determinations with respect to a number of significant corporate events, including payment of our dividends. We have historically paid dividends to FE PA Holding Company and expect to pay such dividends in the future. We paid dividends to FE PA Holding Company of $315 million in 2025 and $285 million in 2024. From January 1, 2026 through the date of this prospectus, we have paid dividends in the amount of $65 million to FE PA Holding Company, and we expect to pay additional dividends to FE PA Holding Company of $193 million in 2026. However, any dividends declared by our board of directors and paid by us in future periods may not be commensurate with those of prior periods. The payment of substantial dividends by us could materially and adversely affect our liquidity and thereby negatively impact our operations and our ability to satisfy our obligations under the Notes.

Risks Associated with Damage to FirstEnergy’s Reputation and Securities Class-Action Litigation

Damage to our and/or FirstEnergy’s reputation may arise from numerous sources making us and FirstEnergy vulnerable to negative customer perception, adverse regulatory outcomes, or other consequences, which could materially adversely affect our business, results of operations, and financial condition.

Our reputation is important towards maintaining new and ongoing positive relationships with customers, regulators, investors and other stakeholders. Damage to FirstEnergy’s reputation, including the reputation of any

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of its subsidiaries, including FE PA, could materially adversely affect our business, results of operations and financial condition. Such damage may arise from numerous sources further discussed below. Any damage to FirstEnergy’s reputation, either generally or among other things, changes in our service reliability, our rate affordability, or negative outcomes in the ongoing matters relating to HB 6 (as defined below), may lead to negative customer perception, which may make it difficult for us to compete successfully for new opportunities. A damaged reputation could further result in FERC, the PPUC, the NYPSC and other regulatory and legislative authorities being less likely to view us in a favorable light and could negatively impact the rates we charge customers or otherwise cause us to be susceptible to unfavorable legislative and regulatory outcomes, as well as increased regulatory oversight and more stringent legislative or regulatory requirements.

Securities class-action litigation against FirstEnergy could have a material adverse effect on our reputation, business, financial condition, results of operations, our ability to access capital, liquidity and cash flows.

On July 21, 2021, FE entered into a three-year Deferred Prosecution Agreement with the U.S. Attorney’s Office (the “DPA”) that, subject to court proceedings, resolves the previously disclosed U.S. Attorney’s Office investigation into FirstEnergy’s lobbying and governmental affairs activities concerning House Bill 6, as passed by Ohio’s 133rd General Assembly (“HB 6”). Under the DPA, FirstEnergy paid a $230 million monetary penalty in 2021 and agreed to the filing of a criminal information charging FirstEnergy with one count of conspiracy to commit honest services wire fraud.

As of July 22, 2024, FirstEnergy successfully completed the obligations required within the three-year term of the DPA. Under the DPA, and until the conclusion of any related investigation, criminal prosecution and civil proceeding brought by the U.S. Attorney’s Office, FirstEnergy has an obligation to continue (i) publishing quarterly a list of all payments to 501(c)(4) entities and all payments to entities known by FirstEnergy operating for the benefit of a public official, either directly or indirectly; (ii) not making any statements that contradict the DPA; (iii) notifying the U.S. Attorney’s Office of any changes in FirstEnergy’s corporate form; and (iv) cooperating with the U.S. Attorney’s Office. In accordance with the DPA, these obligations will continue until the completion of any related investigation, criminal prosecution, and civil proceeding brought by the U.S. Attorney’s Office related to the conduct set forth in the DPA’s statement of facts, including the January 17, 2025 indictment against two former FirstEnergy senior officers. Within 30 days of those matters concluding, and FirstEnergy’s successful completion of its remaining obligations, the U.S. Attorney’s Office will dismiss the criminal information. On February 26, 2025, the U.S. Attorney’s Office filed a status report confirming these commitments.

If FirstEnergy is found to have breached the terms of the DPA, the U.S. Attorney’s Office may elect to prosecute, or bring a civil action against, FirstEnergy for conduct alleged in the DPA or known to the government, which could result in fines or penalties and could have a material adverse impact on FirstEnergy’s and our reputation or relationships with regulatory and legislative authorities, customers and other stakeholders.

Following the announcement by the U.S. Attorney’s Office for the S.D. Ohio of the investigation surrounding HB 6 in July 2020, certain of FirstEnergy’s stockholders and customers filed several lawsuits against FirstEnergy and certain current and former directors, officers and other employees, including the federal securities class action litigation In re: FirstEnergy Corp. Securities Litigation (Federal District Court, S.D. Ohio). FirstEnergy believes that it is probable that FirstEnergy will incur a loss in connection with the resolution of In re: FirstEnergy Corp. Securities Litigation. Given the ongoing nature and complexity of such litigation, FirstEnergy cannot yet reasonably estimate a loss or range of loss that may arise from its resolution. However, if it is resolved against FirstEnergy, substantial monetary damages could result and our reputation, business, financial condition, results of operations, liquidity or cash flows may be materially adversely affected.

This securities class-action litigation could divert management’s focus and have resulted in, and could continue to result in, substantial expenses, and the commitment of substantial corporate resources. The outcome,

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duration, scope, result or related costs of the securities class action litigation In re: FirstEnergy Corp. Securities Litigation discussed above, are inherently uncertain. Therefore, any of these risks could impact FirstEnergy, including us, significantly beyond expectations. A damaged reputation could further result in FERC, the PPUC, the NYPSC and other regulatory and legislative authorities being less likely to view us in a favorable light and could negatively impact the rates we charge customers or otherwise cause us to be susceptible to unfavorable legislative and regulatory outcomes, as well as increased regulatory oversight and more stringent legislative or regulatory requirements.

Risks Associated with the New Notes

There are limited covenants and protections in the Indenture; consequently, we and our subsidiaries may be able to incur substantially more indebtedness, a portion of which could be secured indebtedness.

While the Indenture (as defined under “Description of the Notes”) contains, and the New Notes will contain, terms intended to provide protection to holders upon the occurrence of certain events, those terms are and will be limited and may not be sufficient to protect your investment in the New Notes. For example, the Indenture does not limit the amount of unsecured indebtedness we may incur; however, the limitation on liens provision of the Indenture does limit the amount of secured indebtedness that we may incur without ratably securing the New Notes. Such secured indebtedness would be senior to the New Notes. The liens that are expressly permitted under that provision of the Indenture are summarized herein under the heading “Description of the Notes—Certain Covenants—Limitation on Liens and Sale/Leaseback Transactions.”

The New Notes are not secured by any liens on our assets; consequently, any future secured creditors will be entitled to remedies that would give them priority over the holders of the New Notes to collect amounts due to them.

The New Notes will not be secured by any liens on our assets. Because the New Notes are our unsecured obligations, the right of repayment of the holders of the New Notes will be effectively subordinated to any future secured creditors to the extent of the value of the collateral securing such secured debt if we enter into bankruptcy, liquidation, reorganization or other winding up proceedings or if an event of default occurs under any such future secured indebtedness. As of June 30, 2026, we had outstanding $1.425 billion of first mortgage bonds, which is senior secured indebtedness.

Risks Associated with the Exchange Offer

If you fail to exchange your Outstanding Notes, the existing transfer restrictions will remain in effect and the market value of your Outstanding Notes may be adversely affected because they may be more difficult to sell.

If you fail to exchange your Outstanding Notes for New Notes under the exchange offer, then you will continue to be subject to the existing transfer restrictions on the Outstanding Notes. In general, the Outstanding Notes may not be offered or sold unless they are registered or exempt from registration under the Securities Act and applicable state securities laws. Except in connection with this exchange offer or as required by the Registration Rights Agreement, we do not intend to register resales of the Outstanding Notes.

If you do not exchange your Outstanding Notes for New Notes in the exchange offer, you will continue to be subject to the restrictions on transfer of your Outstanding Notes described in the legend on the certificates for your Outstanding Notes. In general, you may only offer or sell the Outstanding Notes if they are registered under the Securities Act and applicable state securities laws, or offered and sold under an exemption from these requirements. Except in connection with this exchange offer or as required by the registration rights agreement, we do not intend to register resales of the Outstanding Notes under the Securities Act. For further information regarding the consequences of not tendering your Outstanding Notes in the exchange offer, please read “The Exchange Offer — Consequences of Failure to Exchange.”

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The exchange offer may not be completed.

We are not obligated to complete the exchange offer under certain circumstances. See “The Exchange Offer—Conditions to the Exchange Offer.” Even if the exchange offer is completed, it may not be completed on the schedule described in this prospectus. Accordingly, holders participating in the exchange offer may have to wait longer than expected to receive their New Notes, during which time those holders of Outstanding Notes will not be able to effect transfers of their Outstanding Notes tendered in the exchange offer.

If you do not properly tender your Outstanding Notes, you will continue to hold unregistered notes and your ability to transfer your Outstanding Notes will be adversely affected.

We will only issue New Notes in exchange for Outstanding Notes that you timely and properly tender. Therefore, you should allow sufficient time to ensure timely delivery of the Outstanding Notes, and you should carefully follow the instructions on how to tender your Outstanding Notes. Neither we nor the exchange agent is required to tell you of any defects or irregularities with respect to your tender of Outstanding Notes. See “The Exchange Offer—Procedures for Tendering Outstanding Notes through Brokers and Banks” and “Description of the Notes.”

If you do not exchange your Outstanding Notes for New Notes in the exchange offer, you will continue to be subject to the restrictions on transfer of your Outstanding Notes described in the legend on the certificates for your Outstanding Notes. In general, you may only offer or sell the Outstanding Notes if they are registered under the Securities Act and applicable state securities laws, or offered and sold under an exemption from these requirements. Except in connection with this exchange offer or as required by the registration rights agreement, we do not intend to register resales of the Outstanding Notes under the Securities Act. For further information regarding the consequences of not tendering your Outstanding Notes in the exchange offer, see “The Exchange Offer—Consequences of Failure to Exchange.”

You may be required to deliver prospectuses and comply with other requirements in connection with any resale of the New Notes.

If you tender your Outstanding Notes for the purpose of participating in a distribution of the New Notes, you will be required to comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale of the New Notes. In addition, if you are a broker-dealer that receives New Notes for your own account in exchange for Outstanding Notes that you acquired as a result of market-making activities or any other trading activities, you will be required to acknowledge that you will deliver a prospectus in connection with any resale of such New Notes.

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USE OF PROCEEDS

The exchange offer is intended to satisfy our obligations under the Registration Rights Agreements that we entered into in connection with the private offerings of the Outstanding Notes. We will not receive any cash proceeds from the issuance of New Notes in the exchange offer. In consideration for issuing the New Notes, we will receive Outstanding Notes in like principal amount. The Outstanding Notes surrendered in exchange for the New Notes will be retired and cancelled.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis should be read in conjunction with the financial statements and related notes included elsewhere in this prospectus. Unless the context otherwise requires, references in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” to “we,” “us,” “our,” and “the Company” are intended to mean the business and operations of FirstEnergy Pennsylvania Electric Company.

FE PA Business

FE PA is incorporated in Pennsylvania and is a wholly owned subsidiary of FE PA Holding Company, which is a wholly owned subsidiary of FE. FE PA owns property and does business as an electric public utility in Pennsylvania and New York, providing distribution services to approximately 2.1 million customers in Pennsylvania and approximately 4,000 customers in Waverly, New York. FE PA had 1,916 employees as of December 31, 2025 and serves an area that has a population of approximately 4.5 million. FE PA complied with the regulations, orders, policies and practices prescribed by FERC, PPUC and the NYPSC.

On January 1, 2024, FirstEnergy consolidated the Pennsylvania Companies into FE PA, including then-OE subsidiary, Penn, making FE PA a new, single operating entity. In addition to merging each of the Pennsylvania Companies with and into FE PA, with FE PA surviving such mergers as the successor-in-interest to all assets and liabilities of the Pennsylvania Companies, (i) WP transferred certain of its Pennsylvania-based transmission assets to KATCo, and (ii) PN and ME contributed their respective Class B equity interests of MAIT to FE. FE PA operates under the rate districts of the former Pennsylvania Companies.

Summary of Results of Operations—Second Quarter of 2026 Compared with Second Quarter of 2025

FE PA financial results for the second quarter of 2026 and 2025, were as follows:

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Results of Operations — Second Quarter of 2026 Compared with Second Quarter of 2025

Net income decreased $13 million in the second quarter of 2026, as compared to the same period of 2025, primarily due to lower customer usage and demand and higher operating expenses, partially offset by a lower effective tax rate.

Revenues

The $83 million increase in total revenues resulted from the following sources:

Distribution services revenue increased $25 million during the second quarter of 2026, as compared to the same period of 2025, primarily resulting from higher rider revenues, partially offset by lower customer usage and demand.

Generation sales revenues increased $59 million during the second quarter of 2026, as compared to the same period of 2025, primarily due to higher non-shopping generation auction rates, partially offset by lower retail generation sales volumes. Retail and wholesale generation sales revenue have no material impact to earnings.

Operating Expenses

Total operating expenses increased by $103 million during the second quarter of 2026, as compared to the same period of 2025, primarily due to the following:

The increase was partially offset by:

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Income Taxes

FE PA’s effective tax rate for the three months ended June 30, 2026 and 2025, was 22.2% and 24.1%, respectively. The decrease in the effective tax rate was primarily due to an increase in tax benefit from state flow-through and the amortization of excess deferred income taxes.

Summary of Results of Operations—First Six Months of 2026 Compared with First Six Months of 2025

FE PA financial results for the first six months of 2026 and 2025 were as follows:

Results of Operations — First Six Months of 2026 Compared with First Six Months of 2025

Net income was flat in the first six months of 2026, as compared to the same period of 2025, primarily due to the absence in 2026 of severance and related costs that were recognized in the first quarter of 2025 and a lower effective tax rate, partially offset by higher operating expenses.

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Revenues

The $245 million increase in total revenues resulted from the following sources:

Distribution services revenue increased $77 million in the first six months of 2026, as compared to the same period of 2025, primarily resulting from higher rider revenues.

Generation sales revenues increased $169 million in the first six months of 2026, as compared to the same period of 2025, primarily due to higher non-shopping generation auction rates. Retail and wholesale generation sales revenue have no material impact to earnings.

Operating Expenses

Total operating expenses increased by $251 million in the first six months of 2026, as compared to the same period of 2025, primarily due to the following:

The increase was partially offset by:

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Income Taxes

FE PA’s effective tax rate for the first six months ended June 30, 2026 and 2025, was 22.6% and 23.9%, respectively. The decrease in the effective tax rate was primarily due to an increase in tax benefit from state flow-through and amortization of excess deferred income taxes.

Summary of Results of Operations—2025 Compared with 2024

FE PA financial results for the years ended December 31, 2025 and 2024, were as follows:

Results of Operations — 2025 Compared with 2024

Net income increased $108 million in 2025, as compared to 2024, primarily due to higher revenues associated with the implementation of the base rate case, higher customer usage and demand, and pension and OPEB mark-to-market adjustments.

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Revenues

The $466 million increase in total revenues resulted from the following sources:

Distribution services revenue increased $251 million in 2025, as compared to 2024, primarily resulting from higher customer usage due to colder weather temperatures in the first and fourth quarters and higher revenues associated with the implementation of the base rate case, partially offset by milder weather temperatures in the second quarter that lowered customer usage and demand.

Generation sales revenues increased $222 million in 2025, as compared to 2024, primarily due to higher non-shopping generation auction rates, higher retail generation sales volumes as a result of colder weather temperatures in the first and fourth quarters, and lower shopping, which increased sales volumes. Total generation provided by alternative suppliers as a percentage of total MWh deliveries decreased to 62% from 63%, as compared to 2024. Retail and wholesale generation sales revenue have no material impact to earnings.

Operating Expenses

Total operating expenses increased by $352 million in 2025, as compared to, primarily due to the following:

This increase was partially offset by:

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Other Expense

Other expense decreased $46 million in 2025, as compared to 2024, primarily due to pension and OPEB mark-to-market adjustments, lower interest expense, primarily as a result of debt redemptions since 2024 and higher capitalized interest, partially offset by lower interest income on regulated money pool investments.

Income Taxes

FE PA’s effective tax rate for 2025 and 2024 was 21.8% and 18.8%, respectively. The increase in the effective tax rate was primarily due to the absence of a discrete tax benefit from a remeasurement of excess deferred income taxes recognized in 2024.

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Summary of Results of Operations—2024 Compared with 2023

FE PA financial results for the years ended December 31, 2024 and 2023, were as follows:

Results of Operations — 2024 Compared with 2023

Net income increased $60 million in 2024, as compared to 2023, primarily due to higher customer usage as a result of the weather and pension and OPEB mark-to-market adjustment charges, partially offset by lower weather-adjusted customer usage and demand and higher operating expenses.

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Revenues

The $181 million increase in total revenues resulted from the following sources:

Distribution services revenue increased $129 million, primarily due to higher customer usage as a result of the weather and higher rider revenues associated with a regulated investment program. Additionally, revenues increased due to other rider rate adjustments, which have no material impact to earnings. Higher distribution services revenues were partially offset by lower weather-adjusted customer usage and demand.

Generation sales revenues increased $48 million, primarily due to higher non-shopping generation auction rates, partially offset by lower retail generation sales as a result of increased customer shopping. Total generation provided by alternative suppliers as a percentage of total MWh deliveries increased to 63% from 62%. Retail and wholesale generation sales revenue have no material impact to earnings.

Operating Expenses

Total operating expenses increased by $179 million in 2024, as compared to 2023, primarily due to the following:

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This increase was partially offset by:

Other Expense

Total other expense decreased $54 million in 2024, as compared to 2023, primarily due to lower pension and OPEB mark-to-market adjustment charges.

Income Taxes

FE PA’s effective tax rate for 2024 and 2023 was 18.8% and 21.7%, respectively. The decrease in the effective tax rate was primarily due to a discrete tax benefit from a remeasurement of excess deferred income taxes recognized in 2024.

REGULATORY ASSETS AND LIABILITIES

The following table provides information about the composition of net regulatory assets and liabilities as of June 30, 2026 and December 31, 2025, 2024, and 2023 and the changes during the years ended December 31, 2025 and 2024:

The following is a description of the regulatory assets and liabilities described above:

Customer payables for future income taxes - Reflects amounts to be recovered or refunded through future rates to pay income taxes that become payable when rate revenue is provided to recover items such as AFUDC

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equity and depreciation of property, plant and equipment for which deferred income taxes were not recognized for ratemaking purposes, including amounts attributable to federal and state tax rate changes such as the TCJA and Pennsylvania House Bill 1342. These amounts are being amortized over the period in which the related deferred tax assets reverse, which is generally over the expected life of the underlying asset.

Asset removal costs - Primarily represents the rates charged to customers that include a provision for the cost of future activities to remove assets, including obligations for which an ARO has been recognized, that are expected to be incurred at the time of retirement.

Deferred transmission costs - Primarily relates to the recovery of non-market based costs or fees charged by various regulatory bodies including FERC and RTOs, which can include PJM charges and credits for service including, but not limited to, procuring transmission services and transmission enhancement.

Deferred generation costs - Relates to the recovery or refund of costs to provide energy and capacity services to customers who take default services.

Deferred distribution costs - Primarily relates to the recovery of legacy meters that were replaced with smart meters.

Storm-related costs - Relates to the recovery of storm costs, of which, approximately $225 million, $234 million, $253 million and $199 million are currently being recovered through rates as of June 30, 2026 and December 31, 2025, 2024 and 2023, respectively.

Energy efficiency program costs - Relates to the recovery or refund of costs associated with the Pennsylvania Companies’ Energy Efficiency and Conservation programs.

The following table provides information about the composition of net regulatory assets that do not earn a current return as of June 30, 2026 and December 31, 2025, 2024, and 2023, of which approximately $322 million, $347 million, $272 million and $202 million, respectively, are currently being recovered through rates over varying periods, through 2029, depending on the nature of the deferral:

CAPITAL RESOURCES AND LIQUIDITY

FE PA’s business is capital intensive, requiring significant resources to fund operating expenses, construction expenditures, scheduled debt maturities and interest payments, and dividend payments. The payment of dividends is reviewed by FE PA senior management on an ongoing basis. Earnings, cash, capital structures, restrictions, expected ongoing cash and earnings, and other factors are reviewed by FE PA senior management prior to a dividend recommendation being made for consideration and authorization by the FE PA Board.

FE PA expects its existing sources of liquidity to remain sufficient to meet its anticipated obligations. In addition to internal sources to fund liquidity and capital requirements for 2026 and beyond, FE PA expects to rely on external sources of funds. Short-term cash requirements not met by cash provided from operations are

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generally satisfied through short-term borrowings. Long-term cash needs may be met through the issuance of long-term debt or equity contributions. FE PA expects that borrowing capacity under the credit facility will continue to be available to manage working capital requirements along with continued access to long-term capital markets.

Capital Investments forecasts for the years ended 2026, 2027, 2028, 2029, and 2030 for FE PA are included below:

Any financing plans by FE PA, including the issuance of equity and debt, and the refinancing of short-term and maturing long-term debt are subject to market conditions and other factors. No assurance can be given that any such issuances, financing or refinancing, as the case may be, will be completed as anticipated or at all. Any delay in the completion of financing plans could require FE PA to utilize short-term borrowing capacity, which could impact available liquidity. In addition, FE PA expects to continually evaluate any planned financings, which may result in changes from time to time.

FE PA continues to monitor supply lead times in light of demand increases across the industry, including due to data center usage, and the imposition of tariffs and retaliatory tariffs that have been, and may be, imposed by the U.S. government in response. In addition, ongoing geopolitical conflicts have contributed to volatility in global energy markets and fuel and transportation costs, which may further impact supply availability or pricing. FE PA continues to implement mitigation strategies to address volatility in interest rates, inflation and supply constraints and does not expect any corresponding service disruptions or any material impact on its capital investment plan. However, a prolonged continuation or further increase in demand, sustained or escalating geopolitical tensions, rising fuel costs or the continuation of uncertain or adverse macroeconomic conditions, including inflationary pressures and new or increased existing tariffs, could lead to an increase in supply chain disruptions that could, in turn, have an adverse effect on FE PA’s results of operations, cash flow and financial condition.

Short-Term Borrowings / Revolving Credit Facility

FE PA had $8 million and $328 million of outstanding affiliated short-term borrowings as of June 30, 2026 and December 31, 2025, respectively. FE PA did not have any outstanding short-term borrowings as of December 31, 2024.

On October 27, 2025, FE PA entered into amendments to its $950 million credit facility to, among other things, (i) remove the 10 basis point credit spread adjustment from the interest rate calculation; (ii) permit a one-week interest period for any Term Benchmark Advance (as defined under the credit facility) based upon daily simple SOFR; and (iii) extend the maturity date of the credit facility from October 18, 2028 to October 18, 2029.

Borrowings under the credit facility may be used for working capital and other general corporate purposes. Generally, borrowings under the credit facility mature on the earlier of 364 days from the date of borrowing or the commitment termination date, as the same may be extended. The credit facility contains financial covenants requiring FE PA to maintain a consolidated debt-to-total-capitalization ratio (as defined under the credit facility) of no more than 65% measured at the end of each fiscal quarter.

The credit facility bears interest at fluctuating interest rates, primarily based on SOFR, including term SOFR and daily simple SOFR. FE PA has not hedged its interest rate exposure with respect to its floating rate debt. Accordingly, FE PA’s interest expense for any particular period will fluctuate based on SOFR and other variable interest rates. Restricted access to capital markets and/or increased borrowing costs could have an adverse effect on FE PA’s results of operations, cash flows, financial condition and liquidity.

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Under the credit facility, FE PA could borrow up to $950 million, $949 million of which was available to FE PA as of June 30, 2026.

The following table summarizes the limitations on short-term indebtedness applicable to FE PA under current regulatory approvals and applicable statutory and/or charter limitations as of June 30, 2026:

Certain amounts are available for the issuance of Letter of Credits (“LOC”) (subject to borrowings drawn under the credit facility) expiring up to one year from the date of issuance. The stated amount of outstanding LOCs will count against total commitments available under the credit facility.

As of June 30, 2026, FE PA had $19 million in outstanding LOCs, $1 million of which are issued under the credit facility.

The credit facility does not contain provisions that restrict the ability to borrow or accelerate payment of outstanding advances in the event of any change in credit ratings. Pricing is defined in “pricing grids,” whereby the cost of funds borrowed under the credit facility is related to the credit ratings of FE PA. Additionally, borrowings under the credit facility are subject to the usual and customary provisions for acceleration upon the occurrence of events of default, including a cross-default for other indebtedness in excess of $100 million.

As of June 30, 2026, FE PA had a debt-to-total-capitalization ratio of 48.2% which was in compliance with the applicable covenants under the credit facility.

FirstEnergy Money Pools

As a regulated money pool participant, FE PA has the ability to borrow from regulated affiliates and FE to meet its short-term working capital requirements. FESC administers these money pools and tracks surplus funds of FE and the respective regulated and unregulated subsidiaries, as the case may be, as well as proceeds available from bank borrowings. Companies receiving a loan under the money pool agreements must repay the principal amount of the loan, together with accrued interest, within 364 days of borrowing the funds. The rate of interest is the same for each company receiving a loan from their respective pool and is based on the average cost of funds available through the pool.

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Long-Term Debt Capacity

FE PA’s access to capital markets and costs of financing are influenced by the credit ratings of its securities. The following table displays FE PA’s credit ratings as of July 27, 2026:

On September 23, 2025, Fitch upgraded FE PA’s corporate credit rating to A- from BBB+, its senior unsecured rating to A from A- and updated its ratings outlook to stable.

The applicable undrawn and drawn margin on the credit facility is subject to ratings-based pricing grids. The applicable fee paid on the undrawn commitments and actual borrowings under the credit facility is based on FE PA’s senior unsecured non-credit enhanced debt ratings as determined by S&P and Moody’s.

As of June 30, 2026, FE PA could incur approximately $4.3 billion of additional debt or incur an approximate $2.3 billion reduction to equity, as defined under the debt to capital covenant, and FE PA would remain within the limitations of the financial covenant requirements of the credit facility.

Changes in Cash Position

As of June 30, 2026, December 31, 2025 and December 31, 2024, FE PA had no cash and cash equivalents or restricted cash on the Consolidated Balance Sheets.

The following table summarizes the major classes of cash flow items for the six months ended June 30, 2026 and 2025:

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The following table summarizes the major classes of cash flow items for the years ended December 31, 2025, 2024 and 2023:

Cash Flows From Operating Activities

Net cash provided from operating activities was $397 million in the first six months of 2026, as compared to net cash provided from operating activities of $245 million in the first six months of 2025. The increase in cash provided from operating activities in the first six months of 2026 compared to the same period in 2025 is primarily due to increased working capital due to the timing of accounts payable and higher revenues associated with returns from regulated capital investment programs.

Net cash provided from operating activities during the years ended December 31, 2025, 2024 and 2023 were $888 million, $755 million and $524 million, respectively.

The increase in cash provided from operating activities in 2025 compared to 2024 is primarily due to higher revenues from the implementation of the base rate case and higher customer usage and demand, primarily due to colder weather temperatures in the first and fourth quarters of 2025. The increase in cash provided from operating activities was partially offset by the decrease in working capital related to the timing of accounts payable disbursements.

The increase in cash provided from operating activities in 2024 compared to 2023 is primarily due to higher customer usage as a result of the weather and higher revenues associated with returns from regulated capital investment programs.

Cash Flows From Investing Activities

Net cash used for investing activities in the first six months of 2026 principally represented cash used for capital investments. The following table summarizes investing activities for the first six months of 2026 and 2025:

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Net cash used for investing activities for the first six months of 2026 increased $204 million, as compared to the same period in 2025, primarily due to higher capital investments.

Net cash used for investing activities in 2025 principally represented cash used for capital investments. The following table summarizes investing activities for the years ended December 31, 2025, 2024 and 2023: