Form 8-K AES CORP For: Jun 12

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): June 12, 2026

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THE AES CORPORATION

(Exact name of registrant as specified in its charter)

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4300 Wilson Boulevard

Arlington, Virginia 22203

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code:

(703) 522-1315

NOT APPLICABLE

(Former name or former address, if changed since last report)

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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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1.

The section of the Definitive Proxy Statement entitled “Background of the Merger” beginning on page 25 is hereby supplemented with the following additional disclosure:

2.

The section of the Definitive Proxy Statement entitled “Opinion of J.P. Morgan Securities LLC” starting on page 43 is hereby supplemented as follows:

(a)

The first paragraph on page 46, including the table that follows, under the subheading “Sum-of-the-Parts Public Trading Multiples Analysis” is amended and restated in its entirety as follows:

(b)

The third full paragraph on page 47 under the subheading entitled “Sum-of-the-Parts Public Trading Multiples Analysis” is amended and restated in its entirety as follows:   Using publicly available information, J.P. Morgan calculated the estimated ratio of each applicable company’s firm value (calculated as the market value of the company’s common stock on a fully diluted basis, plus any net debt and minority interest, which is referred to as “FV”) to each such company’s 2026 earnings before interest, taxes, depreciation and amortization (which is referred to as “EBITDA”) other than the (i) U.S. Utilities comparable companies, for which J.P. Morgan calculated the estimated ratio of each applicable company’s FV to each such company’s 2026 regulated asset base (which is referred to as “RAB”) and (ii) AGIC comparable companies, for which J.P. Morgan calculated the estimated ratio of each applicable company’s share price to each such company’s book value. Estimated financial data for the selected companies was based on the selected companies’ filings with the SEC and information J.P. Morgan obtained from FactSet Research Systems and selected equity research reports. The multiples and ratios for each of the selected companies were based on the most recent publicly available information.

(c)

The subsection entitled “Sum-of-the-Parts Public Trading Multiples Analysis” is amended by adding, immediately after the third full paragraph on page 47, the following:

(e)

The first paragraph on page 49, including the table that follows, under the subheading “Sum-of-the-Parts Selected Transactions Analysis” is amended and restated in its entirety as follows:

(f)

The second full paragraph on page 50 under the subheading entitled “Sum-of-the-Parts Selected Transactions Analysis” is amended and restated in its entirety as follows:

(g)

The subsection entitled “Sum-of-the-Parts Selected Transactions Analysis” is amended by adding, immediately after the second full paragraph on page 50, the following:

(h)

The last paragraph starting on page 50 under the subheading “Sum-of-the-Parts Selected Transactions Analysis” is amended and restated in its entirety as follows:

(i)

The second paragraph under the subheading “Sum-of-the-Parts Discounted Cash Flow Analysis” on page 51, not including the table that follows, is amended and restated in its entirety as follows:

(j)

The first paragraph starting on page 52 under the subheading “Sum-of-the-Parts Discounted Cash Flow Analysis” is amended and restated in its entirety as follows:

3.

The section of the Definitive Proxy Statement entitled “Opinion of Wells Fargo Securities, LLC” starting on page 54 is hereby supplemented as follows:

(a)

The subsection entitled “Discounted Cash Flow Analysis” on page 57 is amended and restated in its entirety as follows:

(b)

The first paragraph on page 59 under the subheading “Selected Public Companies Analysis” is amended and restated in its entirety as follows:

(c)

The second paragraph starting on page 60 under the subheading “Selected Transactions Analysis” is amended and restated in its entirety as follows:

4.

The section of the Definitive Proxy Statement entitled “Forward-Looking Financial Information” starting on page 61 is hereby supplemented as follows:

(a)

The subsection entitled “Standalone Case Adjusted EBITDA” on page 63 is amended and restated in its entirety as follows:

5	The figures for AGIC were provided to Wells Fargo for its analysis but were not provided to J.P. Morgan, whose valuation of AGIC was based on cash flows and book value (included below).

Cautionary Statement Regarding Forward-Looking Statements

This communication includes certain “forward-looking statements” within the meaning of, and subject to the safe harbor created by, the federal securities laws, including statements related to the proposed transaction between AES and Horizon Parent, L.P. (the “Transaction”), including financial estimates and statements as to the expected timing, completion and effects of the Transaction. These forward-looking statements are based on AES’ current expectations, estimates and projections regarding, among other things, the expected date of closing of the Transaction and the potential benefits thereof, its business and industry, management’s beliefs and certain assumptions made by AES, all of which are subject to change. Forward-looking statements involve a number of risks and uncertainties, because they relate to events and depend upon future circumstances that may or may not occur, such as the consummation of the Transaction and the anticipated benefits thereof. These and other forward-looking statements are not guarantees of future results and are subject to risks, uncertainties and assumptions that could cause actual results to differ materially from those expressed in any forward-looking statements. Important risk factors that may cause such a difference include, but are not limited to: (i) the completion of the Transaction on anticipated terms and timing; (ii) the risk that the conditions to the completion of the Transaction, including obtaining required stockholder and regulatory approvals, are not satisfied in a timely manner or at all; (iii) potential litigation relating to the Transaction, including resulting expense or delay, and the effects of any outcomes related thereto; (iv) the risk that disruptions from the Transaction will harm AES’ business, including current plans and operations; (v) the ability of AES to retain and hire key personnel; (vi) potential adverse reactions or changes to business relationships resulting from the announcement or completion of the Transaction; (vii) continued availability of capital and financing and rating agency actions; (viii) certain restrictions during the pendency of the Transaction that may impact AES’ ability to pursue certain business opportunities or strategic transactions; (ix) significant transaction costs associated with the Transaction; (x) the possibility that the Transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events; (xi) the occurrence of any event, change or other circumstance that could give rise to the termination of the Transaction, including in circumstances requiring AES to pay a termination fee or other expenses; (xii) competitive responses to the Transaction; and (xiii) the risks and uncertainties pertaining to AES’ business, including those set forth in Part I, Item 1A of AES’ most recent Annual Report on Form 10-K and Part II, Item 1A of AES’ subsequent Quarterly Reports on Form 10-Q, as such risk factors may be amended, supplemented or superseded from time to time by other reports filed by AES with the SEC. These risks, as well as other risks associated with the Transaction, are more fully discussed in the Proxy Statement provided to AES’ stockholders on or about May 15, 2026 in connection with the Transaction. While the list of factors presented here, and the list of factors presented in the Proxy Statement, is considered representative, no such list should be considered a complete statement of all potential risks and uncertainties. Unlisted factors may present significant additional obstacles to the realization of forward-looking statements. These forward-looking statements speak only as of the date they are made, and AES does not undertake to and specifically disclaims any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Important Additional Information and Where to Find It

This communication may be deemed to be solicitation material in respect of the proposed transaction between AES and Horizon Parent, L.P. In connection with the proposed transaction, AES has filed with the Securities and Exchange Commission (“SEC”) a definitive proxy statement on Schedule 14A (the “Proxy Statement”) relating to the approval of the proposed transaction and commenced mailing of the Proxy Statement to its stockholders on or about May 15, 2026. This document is not a substitute for the Proxy Statement or any other document AES has filed or may file with the SEC in connection with the proposed transaction. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY, BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND RELATED MATTERS. Investors and security holders may obtain free copies of the Proxy Statement and other documents that are filed or will be filed with the SEC by AES through the SEC’s website at www.sec.gov or through AES’ website at https://www.aes.com/investors/ or by contacting AES’ Investor Relations Team at [email protected].

Participants in the Solicitation

AES, its directors and officers and other employees may be deemed to be participants in the solicitation of proxies from AES’ stockholders in connection with the proposed transaction. Additional information regarding the identity of the participants, including a description of their direct or indirect interests, by security holdings or otherwise, is set forth in the Proxy Statement and other materials filed or to be filed with the SEC in connection with the proposed transaction (if and when they become available). Information relating to the foregoing can also be found in the “Compensation Discussion & Analysis,” “Security Ownership of Certain Beneficial Owners, Directors, and Executive Officers” and “Proposal 1: Election of Directors” sections in AES’ proxy statement for its 2026 annual meeting of stockholders, which was filed with the SEC on March 20, 2026 (the “Annual Meeting Proxy Statement”). To the extent holdings of securities by potential participants (or the identity of such participants) have changed since the information printed in the Annual Meeting Proxy Statement, such information has been or will be reflected on AES’ Initial Statements of Beneficial Ownership on Form 3 and Statements of Change in Ownership on Form 4 that are filed or will be filed with the SEC. You may obtain free copies of these documents (when available) using the sources indicated above.

SIGNATURES

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

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