Form S-4/A FirstEnergy Transmission

As filed with the Securities and Exchange Commission on December 16, 2024

Registration No. 333-282554

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 1

to

Form S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

FIRSTENERGY TRANSMISSION, LLC

(Exact name of registrant as specified in its charter)

5001 NASA Boulevard

Fairmont, WV 26554

(800) 736-3402

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

James A. Arcuri

Associate General Counsel

FirstEnergy Corp.

76 South Main Street

Akron, OH 44308

(800) 736-3402

(Name, address, including zip code, and telephone number, including area code, of agent for service)

With a copy to:

Celia A. Soehner

Erin E. Martin

Morgan, Lewis & Bockius LLP

One Oxford Centre, 32^nd Floor

Pittsburgh, PA 15219-6401

(412) 560-3300

Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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 7(a)(2)(B) of the Securities Act. ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐

The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We may not complete this exchange offer and issue these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and we are not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED DECEMBER 16, 2024

PRELIMINARY PROSPECTUS

FirstEnergy Transmission, LLC

Offer to exchange up to

400,000,000 aggregate principal amount of 4.550% Senior Notes due 2030

(CUSIP No. 33767B AG4)

registered under the Securities Act of 1933, as amended (“Securities Act”)

for

$400,000,000 aggregate principal amount of 4.550% Senior Notes due 2030

(CUSIP Nos. 33767B AE9 and U3200V AE0)

that have not been registered under the Securities Act

and

$400,000,000 aggregate principal amount of 5.000% Senior Notes due 2035

(CUSIP No. 33767B AH2)

registered under the Securities Act

for

$400,000,000 aggregate principal amount of 5.000% Senior Notes due 2035

(CUSIP Nos. 33767B AF6 and U3200V AF7)

that have not been registered under the Securities Act

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

ON    , 2025, UNLESS WE EXTEND IT.

Terms of the Exchange Offer

We are offering to exchange all outstanding (i) $400,000,000 aggregate principal amount of our 4.550% Senior Notes due 2030 (the “Outstanding 2030 Notes”) and (ii) $400,000,000 aggregate principal amount of our 5.000% Senior Notes due 2035 (the “Outstanding 2035 Notes” and, together with the Outstanding 2030 Notes, the “Outstanding Notes”) that were issued in a transaction not requiring registration under the Securities Act for an equal amount of new (i) $400,000,000 aggregate principal amount of 4.550% Senior Notes due 2030 (the “New 2030 Notes”) and (ii) $400,000,000 aggregate principal amount of 5.000% Senior Notes due 2035 (the “New 2035 Notes” and, together with the New 2030 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 12.

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    , 2024.

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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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 Damage to FirstEnergy’s Reputation and HB 6 Related Litigation and Investigations

Damage to our and/or FirstEnergy’s reputation may arise from numerous sources making it and its subsidiaries 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. Damage to FirstEnergy’s reputation, including the reputation of any of its subsidiaries, such as FET, could materially adversely affect our business, results of operations and financial condition. Such damage may arise from numerous sources further discussed below, negative outcomes associated with the Deferred Prosecution Agreement (the “DPA”), entered into on July 21, 2021 between FE and the U.S. Attorney’s Office for the Southern District of Ohio (the “USAO”) the August 2020 SEC investigation described below or other HB 6 litigation or investigations, a significant cyber-attack, data security or physical security breach, failure to provide safe and reliable service and negative perceptions regarding the operation of coal-fired generation, particularly Greenhouse Gas (“GHG”) emissions. Any damage to our reputation, either generally or as a result of the foregoing, may lead to negative customer perception, which may make it difficult for us to compete successfully for new opportunities, or could adversely impact our ability to launch new sophisticated technology-driven solutions to meet our customer expectations. A damaged reputation could further result in FERC, the Public Utilities Commission of Ohio (the “PUCO”) 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.

HB 6 related investigation and litigation could have a material adverse effect on FirstEnergy’s reputation, business, financial condition, results of operations, liquidity or cash flows and such adverse effects could extend to us.

On July 21, 2020, a complaint and supporting affidavit containing federal criminal allegations were unsealed against the now former Ohio House Speaker Larry Householder and other individuals and entities allegedly affiliated with Mr. Householder. In March 2023, a jury found Mr. Householder and his co-defendant, Matthew Borges, guilty and in June 2023, the two were sentenced to prison for 20 and five years, respectively. Messrs. Householder and Borges have appealed their sentences. Also, on July 21, 2020, and in connection with the USAO’s investigation, FirstEnergy received subpoenas for records from the USAO. FirstEnergy was not aware of the criminal allegations, affidavit or subpoenas before July 21, 2020. On July 21, 2021, FE entered into a three-year DPA with the USAO that, subject to court proceedings, resolves this matter. Among other things 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. The $230 million payment will neither be recovered in rates or charged to FirstEnergy customers, nor will FirstEnergy seek any tax deduction related to such payment. As of July 21, 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 USAO, 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

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indirectly; (ii) not making any statements that contradict the DPA; (iii) notifying the U.S. Attorney’s Office of the Southern District of Ohio (the “USAO”) of any changes in FirstEnergy’s corporate form; and (iv) cooperating with the USAO.

Following the announcement by the USAO 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, Southern District of Ohio (“S.D. Ohio”)). We and FirstEnergy believe 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, we and 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 its reputation, business, financial condition, results of operations, liquidity or cash flows may be materially adversely affected, which may, in turn, have an adverse material impact on us.

The investigations and litigation related to HB 6 could divert management’s focus and have resulted in, and could continue to result in, substantial investigation expenses and the commitment of substantial corporate resources. The outcome, duration, scope, result or related costs of the investigations and related litigation of the government investigations, particularly the securities class action litigation In re FirstEnergy Corp. Securities Litigation discussed above, are inherently uncertain. Therefore, any of these risks could impact us significantly beyond expectations. Moreover, we are unable to predict the potential for any additional investigations or litigation, including the potential focus thereof on FirstEnergy’s subsidiaries, any of which could expose us to potential criminal or civil liabilities, sanctions or other remedial measures, and could have a material adverse effect on our reputation, business, financial condition, results of operations, liquidity or cash flows.

On August 10, 2020, the SEC, through its Division of Enforcement, issued an order directing an investigation of possible securities laws violations by FirstEnergy, and on September 1, 2020, issued subpoenas to FirstEnergy and certain of its officers. FirstEnergy continues to cooperate with the SEC in their ongoing investigation. On April 28, 2021, July 11, 2022, and May 25, 2023, the SEC issued additional subpoenas to FirstEnergy, with which FirstEnergy has complied. On September 12, 2024, the SEC issued a settlement order that concludes and resolves, in its entirety, the SEC investigation. Under the terms of the settlement, FirstEnergy agreed to pay a civil penalty of $100 million and to cease and desist from committing or causing any violations and any future violations of specified provisions of the federal securities laws and rules promulgated thereunder. Prior to the issuance of the settlement order, FirstEnergy had recorded a loss contingency of $100 million relating to the SEC investigation during the second quarter of 2024. This civil penalty was neither allocated nor charged to FET.

The HB 6 related state regulatory proceedings could have a material adverse effect on FirstEnergy’s reputation, business, financial condition, results of operations, liquidity or cash flows and such adverse effects could extend to us, including on an indirect basis.

There are several ongoing HB 6 related state regulatory proceedings relating to FirstEnergy. As a result of those proceedings, there could be adverse impacts to FET, including because the rates that the Regulated Transmission Subsidiaries are allowed to charge may be decreased as a result of regulatory action taken within the jurisdictions to which the Regulated Transmission Subsidiaries are subject. Furthermore, any failure by FirstEnergy to have complied with anti-corruption laws, contractual requirements, or other legal or regulatory requirements, could adversely impact FET, including through reputational harm.

We are unable to predict the adverse impacts of such regulatory matters, including with respect to rates charged by our Regulated Transmission Subsidiaries, and, therefore, any of these risks could impact us significantly beyond expectations. Moreover, we are unable to predict the potential for any additional regulatory actions, any of which could exacerbate these risks or expose FirstEnergy and its subsidiaries and FET to adverse

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outcomes in pending or future rate cases and could have a material adverse effect on our reputation, business, financial condition, results of operations, liquidity or cash flows.

Risks Associated with Our Business and Industry

Failure to comply with debt covenants in FET’s five-year syndicated revolving credit facility, dated as of October 20, 2023 (the “FET Revolving Facility”) 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.

Our FET Revolving Facility contains various financial and other covenants, including maintaining a consolidated debt to total capitalization ratio of no more than 75%. Compliance with each covenant is measured at the end of each fiscal quarter.

Our FET Revolving Facility contains certain negative and affirmative covenants. Our ability to comply with the covenants and restrictions contained in our FET Revolving Facility has been, and may in the future, be affected by events related to the ongoing government investigations or otherwise.

A breach of any of the covenants contained in our FET Revolving Facility, including any breach related to alleged failures to comply with anti-corruption and anti-bribery laws, could result in an event of default under the FET Revolving Facility and we would not be able to access the FET Revolving 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 FET Revolving Facility could be declared to be immediately due and payable and all applicable commitments to extend further credit could be terminated. There were no amounts outstanding under our FET Revolving Facility as of September 30, 2024. If future indebtedness under our FET Revolving 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 FET Revolving Facility and the acceleration of applicable commitments under our FET Revolving 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 FET Revolving 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 connection with FirstEnergy’s actions to focus on its regulated operations, our Regulated Transmission Subsidiaries have taken steps to focus on growing their respective businesses and earnings. The ability of our Regulated Transmission Subsidiaries to successfully grow their respective businesses is subject to certain risks that could adversely affect profitability and our financial condition in the future.

FirstEnergy has undertaken a transmission expansion plan designed to improve operating flexibility, increase reliability, position transmission capacity for future load growth and facilitate response to system events. This plan allows FirstEnergy to capitalize on growth opportunities available to its regulated operations, particularly in transmission. FirstEnergy intends to grow its Stand-Alone Transmission Segment and Integrated Segment with projects extending throughout FirstEnergy’s service area, including the transmission systems of our Regulated Transmission Subsidiaries.

The success of FirstEnergy’s growth strategy will depend, in part, on our and our Regulated Transmission Subsidiaries’ successful recovery of our transmission investments. Factors that may affect rate recovery of our and our Regulated Transmission Subsidiaries’ transmission investments may include: (1) FERC’s timely approval of rates to recover such investments; (2) whether the investments are included in PJM’s Regional Transmission Expansion Plan (“RTEP”); (3) FERC’s evolving policies with respect to incentive rates for transmission investment assets; (4) FERC’s evolving policies with respect to the calculation of the base return on equity (“ROE”) component of transmission rates; (5) consideration and potential impact of the objections of those who oppose such investments and their recovery; and (6) timely development, construction and operation

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of the new facilities. See “—Complex and changing government regulations, including those associated with rates, could have a negative impact on our results of operations” and “—Certain elements of our Regulated Transmission Subsidiaries’ cost recovery through rates can be challenged, which could result in lower rates and/or refunds of amounts previously collected and thus have an adverse effect on our and our Regulated Transmission Subsidiaries’ businesses, financial condition, results of operations and cash flows” below.

Our ability to capitalize on investment opportunities available to our business depends, in part, on any future transmission rate filings at FERC, including maintaining the affordability of the rates charged to customers. Any denial of, or delay in, the approval of any future transmission rate requests could restrict us from fully recovering our cost of service, may impose risks on the 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 our Regulated Transmission Subsidiaries’ operation of transmission facilities.

Operation of transmission facilities involves risk, including the risk of potential breakdown or failure of equipment or processes due to aging infrastructure, fuel supply or transportation disruptions, accidents, labor disputes or work stoppages by employees, human error in operations or maintenance, acts of terrorism or sabotage, cyber-attacks, 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, weather-related incidents and other natural disasters can disrupt transmission systems and, in some cases, lead to catastrophic effects such as wildfires. Because our Regulated Transmission Subsidiaries’ transmission facilities are interconnected with those of third parties, the operation of our Regulated Transmission Subsidiaries’ facilities could be adversely affected by unexpected or uncontrollable events occurring on the systems of such third parties.

We and our Regulated Transmission Subsidiaries remain obligated to provide safe and reliable service to customers. Meeting this commitment requires the expenditure of significant capital resources. Failure to provide safe and reliable service and failure to meet regulatory reliability standards due to a number of factors, including, but not limited to, equipment failure and weather, could harm our and our Regulated Transmission Subsidiaries’ business reputations and adversely affect our and our Regulated Transmission Subsidiaries’ operating results through reduced revenues and increased capital and operating costs, the concurrence of liabilities to claimholders and the imposition of penalties/fines or other adverse regulatory outcomes.

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

Our Regulated Transmission Subsidiaries 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 and our Regulated Transmission Subsidiaries 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 and our Regulated Transmission Subsidiaries’ businesses, 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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Although our Regulated Transmission Subsidiaries 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.”

We and our Regulated Transmission Subsidiaries are subject to various regulatory requirements, including reliability standards, rate tariff and contract filing requirements, reporting, recordkeeping and accounting requirements, transaction approval requirements, requirements of the regional transmission organization in which they operate, and foreign investment regulations. Violations of current or future requirements, whether intentional or unintentional, or failure to obtain necessary regulatory approvals may result in substantial costs, sanctions or penalties that, under some circumstances, could have a material adverse effect on our and our Regulated Transmission Subsidiaries’ businesses, financial condition, results of operations and cash flows.

Our operations and other regulated activities are subject to audit by FERC, which may conduct routine or special audits and issue requests designed to ensure compliance with FERC 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, FERC and ReliabilityFirst Corporation (“RFC”), which is one of the regional reliability entities responsible for the PJM region, 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 electric 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 our Regulated Transmission Subsidiaries to higher operating costs and/or increased capital expenditures. If one of our Regulated Transmission Subsidiaries were found not to be in compliance with one or more of the mandatory reliability standards, we or such Regulated Transmission Subsidiary could be subject to sanctions, including substantial monetary penalties.

Monetary penalties for violations of reliability standards vary based on an assigned risk factor for each potential violation, the severity of the violation and various other circumstances, such as whether the violation was intentional or concealed, whether there are repeated violations, the degree of the violator’s cooperation in investigating and remediating the violation and the presence of a compliance program. FERC has authority under the FPA to impose penalties up to and including $1.5 million per day, subject thereafter to annual adjustments for inflation, for failure to comply with these mandatory reliability standards. Potential non-monetary sanctions include imposing limitations on the violator’s activities or operation and placing the violator on a watch list for major violators.

Our Regulated Transmission Subsidiaries are also subject to requirements under Sections 203, 204 and 205 of the FPA, including the requirement to obtain prior FERC approval of certain transactions, issuances of securities and assumptions of liabilities; reporting, recordkeeping and accounting requirements; and for filing rate tariffs and contracts related to the provision of services subject to FERC jurisdiction. 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. 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 Section 205 of the FPA, could subject our Regulated Transmission Subsidiaries to penalties. FERC has authority under the FPA to impose penalties in 2024 up to and including $1.5 million per day, subject thereafter to annual adjustments for inflation, per violation of the FPA or rules or orders issued pursuant thereto.

Despite our Regulated Transmission Subsidiaries’ 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

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by FERC, there can be no assurance that violations that could result in material penalties or sanctions will not occur. If any of our Regulated Transmission Subsidiaries 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 or our Regulated Transmission Subsidiaries could have a material adverse effect on our and our Regulated Transmission Subsidiaries’ businesses, financial condition, results of operations and cash flows and our ability to pay interest on, and the principal of, the New Notes.

In addition to direct regulation by FERC, our Regulated Transmission Subsidiaries are also subject to rules and terms of participation imposed and administered by PJM. Although PJM is itself ultimately regulated by FERC, it can impose rules, restrictions and terms of service that are quasi-regulatory in nature and could have a material adverse impact on our and our Regulated Transmission Subsidiaries’ business. For example, PJM may direct our Regulated Transmission Subsidiaries or other transmission-owning affiliates to build new transmission facilities to meet PJM’s reliability requirements or to provide new or expanded transmission service under the PJM Open Access Transmission Tariff (“PJM OATT”). Compliance with PJM’s rules may subject our Regulated Transmission Subsidiaries to higher operating costs and/or increased capital expenditures.

The Committee on Foreign Investment in the United States (“CFIUS”) is an interagency body of the U.S. government authorized to review certain foreign investment transactions in domestic businesses in order to determine the effect of such transactions on the national security of the United States of America. We sought CFIUS approval for the FET Equity Interest Sale. On November 24, 2023, CFIUS concluded its review of the FET Equity Interest Sale and determined that there are no unresolved national security concerns. As part of the resolution of the CFIUS review, we entered into a National Security Agreement (“NSA”) with certain CFIUS monitoring agencies (“CMAs”). Pursuant to the NSA, we have agreed to protect our data by, among other things, implementing a security policy, appointing a security officer, and periodically reporting to the CMAs. Our operating results may be negatively affected if we fail to comply with our obligations under the NSA, we may be subject to potential penalties.

Any failure by our Regulated Transmission Subsidiaries to comply with any applicable regulations or any limitations on our Regulated Transmission Subsidiaries’ 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 and our Regulated Transmission Subsidiaries’ businesses, financial condition, results of operations and cash flows and our ability to pay interest on, and the principal of, the New Notes.

Complex and changing government regulations, including those associated with rates, could have a negative impact on our results of operations.

Each of our Regulated Transmission Subsidiaries is regulated by FERC as a “public utility” under the FPA and is a transmission owner in PJM. We cannot predict whether FERC will change its policies or regulations, or whether the approved transmission rates or rate determination mechanism or methodology for any of our Regulated Transmission Subsidiaries will be changed. In addition, the U.S. Congress periodically considers enacting energy legislation that could give FERC new responsibilities, modify provisions of the FPA, or provide FERC or another entity with increased authority to regulate rates and services for the transmission of electricity. We cannot predict whether, or to what extent, our Regulated Transmission Subsidiaries may be affected by any such changes in federal energy laws, regulations or policies in the future.

Our Regulated Transmission Subsidiaries each use a formula rate template to calculate their respective annual revenue requirements. Under the FPA, their formula rates will remain in effect until they obtain approval from FERC pursuant to Section 205 of the FPA to change to a different mechanism or until FERC determines in a proceeding under Section 206 of the FPA that the formula rate or any aspect of such rate is unjust and unreasonable or is unduly discriminatory or preferential. Such a determination could result from a challenge initiated at FERC by an interested party, or by FERC on its own initiative. State utility commissions, transmission customers, end-use consumers and entities supplying electricity to end-use consumers may attempt

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to influence the government and/or regulators to change our Regulated Transmission Subsidiaries’ formula rate template and/or their approved ROE, particularly if transmission rates increase substantially. As such, there can be no assurance that our Regulated Transmission Subsidiaries will obtain their expected revenue requirements in future Section 205 rate proceedings. The inability of our Regulated Transmission Subsidiaries to obtain their expected revenue requirements would have a negative impact on our results of operations.

On March 20, 2020, FERC initiated a rulemaking proceeding on the transmission rate incentives provisions of Section 219 of the 2005 Energy Policy Act (the “EPAct 2005”). FirstEnergy submitted comments through the Edison Electric Institute (“EEI”) and as part of a consortium of PJM transmission owners. In a supplemental rulemaking proceeding that was initiated on April 15, 2021, FERC requested comments on, among other things, whether to require utilities that have been members of a regional transmission organization (“RTO”) for three years or more and that have been collecting an “RTO membership” ROE incentive adder to file tariff updates that would terminate collection of the incentive adder. Initial comments on the proposed rule were filed on June 25, 2021, and reply comments were filed on July 26, 2021. The rulemaking remains pending before FERC. FirstEnergy is a member of PJM and its transmission subsidiaries could be affected by the supplemental proposed rule. FirstEnergy participated in comments on the supplemental rulemaking that were submitted by a group of PJM transmission owners and by various industry trade groups. If there were to be any changes to FirstEnergy transmission incentive ROE, such changes will be applied on a prospective basis and could have a negative impact on our results of operations.

Certain elements of our Regulated Transmission Subsidiaries’ cost recovery through rates can be challenged, which could result in lower rates and/or refunds of amounts previously collected and thus have an adverse effect on our and our Regulated Transmission Subsidiaries’ businesses, financial condition, results of operations and cash flows.

Our Regulated Transmission Subsidiaries provide electric transmission service under rates regulated by FERC. FERC has allowed the use by our Regulated Transmission Subsidiaries of formula rate mechanisms set forth in the PJM OATT. However, under the formula rate mechanisms, FERC is not required to approve the amount of actual capital and operating expenditures used in the formulas. Our Regulated Transmission Subsidiaries update the inputs to their formula rate templates annually. MAIT and ATSI post to PJM’s website their PTRR each October 5 and October 15, respectively, to be effective for the following Rate Year. The PTRR represents the amount of revenue necessary to recover projected prudently-incurred expenses and a return on projected rate base, consisting primarily of property, plant and equipment on a 13-month average, for the Rate Year. MAIT and ATSI on each June 1 and May 1, respectively, calculate actual results for the previous Rate Year and compare them to the amount PJM billed on their behalf based on the PTRR for that Rate Year and include the resulting true-up in the PTRR for the coming Rate Year. Each May 15, TrAIL posts to PJM’s website its “Annual Update” consisting of (1) a “Reconciliation” reflecting its actual revenue requirement for the previous calendar year and (2) a “Forecast” reflecting the Reconciliation plus projected capital projects placed into service for the current calendar year as well as a true-up for the difference between the previous calendar year Forecast and Reconciliation. During June 1 through May 31 of each year, PJM bills, on behalf of TrAIL, TrAIL’s revenue requirement determined by its Forecast.

Our Regulated Transmission Subsidiaries’ formula rate updates are posted on PJM’s website and are subject to discovery requests and challenges by interested parties under provisions specified in our Regulated Transmission Subsidiaries’ formula rate implementation protocols in the PJM OATT. In addition, all aspects of our Regulated Transmission Subsidiaries’ formula rates on file with FERC, including the ROE (including any incentive rates) on the actual equity portion of our Regulated Transmission Subsidiaries’ capital structure and the data inputs provided by our Regulated Transmission Subsidiaries for calculation of each year’s rates, are subject to challenge by interested parties before FERC pursuant to the formula rate protocols or in a proceeding instituted under Section 206 of the FPA. In a formal challenge pursuant to the protocols, the burden of proof is on our Regulated Transmission Subsidiaries to demonstrate that the rate, or any aspect thereof, is just, reasonable and not unduly discriminatory or preferential. However, in a Section 206 proceeding, the burden of proof is on

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the challenger to demonstrate that any aspect of the rate is unjust, unreasonable, unduly discriminatory or preferential. If our Regulated Transmission Subsidiaries fail to meet the burden of proof in a challenge under the protocols or a challenger meets its burden of proof in a Section 206 proceeding, then FERC will make appropriate adjustments to the challenged rate. In a Section 206 complaint proceeding, the refund effective date is no earlier than the date the complaint was filed and no later than five months after the date the complaint was filed. Such challenges could result in a lower rate and/or refunds of amounts collected during the annual update period to which the challenge under the protocols applied or commencing on the refund effective date established by FERC in a Section 206 proceeding. Such a result could have an adverse effect on our and our Regulated Transmission Subsidiaries’ businesses, financial condition, results of operations and cash flows and our ability to pay interest on, and the principal of, the New Notes.

In addition, FERC policy currently permits recovery of prudently-incurred costs associated with the expansion of transmission infrastructure within its jurisdiction. If FERC were to adopt a different policy regarding recovery of transmission costs or if transmission needs do not continue or develop as projected, FirstEnergy’s strategy of investing in transmission could be affected. If FERC were to lower the rates of return it has authorized for our Regulated Transmission Subsidiaries, it could have an adverse effect on our and our Regulated Transmission Subsidiaries’ businesses, financial condition, results of operations and cash flows.

Our Regulated Transmission Subsidiaries’ actual capital expenditures may be lower than planned, which would decrease their expected rate bases and therefore their and our revenues and earnings compared to current expectations.

Our Regulated Transmission Subsidiaries’ rate bases, revenues and earnings are determined in part by additions to property, plant and equipment and when those additions are placed in service. We expect that our Regulated Transmission Subsidiaries will continue to make significant capital investments over the next three years across their respective electric transmission systems. In particular, ATSI, MAIT and TrAIL are expected to annually invest $1.3 billion to $1.8 billion in capital investments from 2024 through 2028 to upgrade their transmission systems. If such capital investment and the resulting in-service property, plant and equipment are lower than anticipated for any reason, our Regulated Transmission Subsidiaries will have lower than anticipated rate bases, thus causing our Regulated Transmission Subsidiaries’ revenue requirements and future earnings to be potentially lower than anticipated, which, in turn, could restrict the amount of cash such Regulated Transmission Subsidiary can distribute to us and thereby negatively affect our ability to meet our debt and other monetary obligations, including obligations under the New Notes. Reasons that capital expenditures may be lower than expected may include, among others, the impact of weather conditions, union strikes, labor shortages, material and equipment prices and availability, limitations on the amount of construction that can be undertaken on our Regulated Transmission Subsidiaries’ systems at any one time, regulatory approvals relating to environmental, siting or regional planning issues, legal proceedings related to our Regulated Transmission Subsidiaries’ transmission projects and variances between estimated and actual costs of construction contracts awarded.

Our Regulated Transmission Subsidiaries depend on PJM transmission service customers for a substantial portion of their revenues, and any material failure by any of those customers to make payments for transmission service would adversely affect our and our Regulated Transmission Subsidiaries’ businesses, financial condition, results of operations and cash flows.

Our Regulated Transmission Subsidiaries recover their revenue requirements through rates charged by PJM to transmission customers that utilize their facilities. Although PJM bills and collects transmission revenues on behalf of our Regulated Transmission Subsidiaries and other transmission owners and has established credit requirements designed to protect our Regulated Transmission Subsidiaries as well as other transmission owners and other market participants in the event of a payment default by a PJM customer, a material failure by one or more of those customers to make payments for transmission service could adversely affect our and our Regulated Transmission Subsidiaries’ businesses, financial condition, results of operations and cash flows and our ability to pay interest on, and the principal of, the New Notes.

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

Our business is dependent on the ability of our Regulated Transmission Subsidiaries’ affiliates and that of their contractors to recruit, retain and motivate employees and contractors. Competition for skilled workers in some areas is high.

Our Regulated Transmission Subsidiaries’ affiliates and contractors 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 affiliates and their contractors’ physical workforce are represented by unions. While we believe that our relations with their employees are generally fair, neither our Regulated Transmission Subsidiaries nor we can provide assurances that our Regulated Transmission Subsidiaries 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 and our Regulated Transmission Subsidiaries’ businesses, financial condition, results of operations and cash flows and our ability to pay interest on, and the principal of, the New Notes.

Acts of war, terrorist attacks and threats or the escalation of military activity in response to such attacks or otherwise may negatively affect our and our Regulated Transmission Subsidiaries’ businesses, financial condition, results of operations and cash flows.

As a result of the continued threat of physical acts of war, terrorism, sabotage or other attacks in the United States, our Regulated Transmission Subsidiaries’ electric transmission facilities and other infrastructure and the generation and distribution facilities and other infrastructure of our Regulated Transmission Subsidiaries’ customers, suppliers and other interconnected parties, including power plants, transformers and high-voltage lines 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 Regulated Transmission Subsidiaries’ ability to transmit electricity for a significant period of time, otherwise disrupt 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 to replace or repair the assets of our Regulated Transmission Subsidiaries 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 or our Regulated Transmission Subsidiaries’ reputations, which could have a material adverse effect on our and our Regulated Transmission Subsidiaries’ businesses, financial condition, results of operations and cash flows and our ability to pay interest on, and the principal of, the New Notes.

Our Regulated Transmission Subsidiaries are subject to environmental regulations and to laws that can give rise to substantial expenses for environmental compliance and contamination.

The operations of our Regulated Transmission Subsidiaries are subject to federal, state and local environmental laws and regulations, which impose limitations on the discharge of pollutants into the environment, establish standards for the management, treatment, storage, transportation and disposal of hazardous materials and of solid and hazardous wastes and impose obligations to investigate and remediate contamination in certain circumstances. Liabilities to investigate or remediate contamination, as well as other

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liabilities concerning hazardous materials or contamination, such as claims for personal injury or property damage, may arise at many locations, including formerly owned or operated properties and sites where wastes have been treated or disposed of, as well as at properties currently owned or operated by our Regulated Transmission Subsidiaries. Such liabilities may arise even where the contamination does not result from noncompliance with applicable environmental laws. Under a number of environmental laws, such liabilities may also be joint and several, meaning that a party can be held responsible for more than its share of the liability involved, or even the entire share. Environmental requirements generally have become more stringent over time, and compliance with those requirements has become more expensive.

Our Regulated Transmission Subsidiaries have incurred expenses in connection with environmental compliance, and we anticipate that they will continue to do so in the future. Failure to comply with the extensive environmental laws and regulations applicable to our Regulated Transmission Subsidiaries could result in significant civil or criminal penalties and remediation costs. Our Regulated Transmission Subsidiaries’ assets and operations also involve the use of materials classified as hazardous, toxic, or otherwise dangerous. Some of our Regulated Transmission Subsidiaries’ facilities and properties are located near environmentally sensitive areas such as wetlands and habitats of endangered, threatened or otherwise protected species. These sensitive areas increase the expense of current operations and siting requirements for future operations. Compliance with these laws and regulations, and liabilities concerning contamination or hazardous materials, may adversely affect our Regulated Transmission Subsidiaries’ costs and, therefore, our and our Regulated Transmission Subsidiaries’ businesses, financial condition, results of operations and cash flows and our ability to pay interest on, and the principal of, the New Notes.

In addition, claims have been made or threatened against electric utilities for bodily injury, disease or other damages allegedly related to exposure to electromagnetic fields associated with electric transmission and distribution lines and climate change alleged to result from greenhouse gas emissions. We cannot assure you that such claims will not be asserted against us or our Regulated Transmission Subsidiaries or that, if determined in a manner adverse to our interests, such claims would not have a material effect on our and our Regulated Transmission Subsidiaries’ businesses, financial condition, results of operations and cash flows and our ability to pay interest on, and the principal of, the New Notes.

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

We do not have any employees and have contracted with FirstEnergy Service Company (“FESC”), a direct wholly owned subsidiary of FE, to provide us with corporate, administrative, management and other services. To the extent that FESC is subject to increases in expenses in connection with the services that it provides to us, we will therefore face corresponding cost increases in fees paid to FESC. Our Regulated Transmission Subsidiaries expect to continue to face increased cost pressures related to such operation and maintenance expenses, including in the areas of health care and pension costs. For example, our Regulated Transmission Subsidiaries have experienced cost increases that correlate with health care cost inflation in recent years, and we therefore expect cash outlay for health care costs, including prescription drug coverage, to continue to increase despite measures taken to limit obligations to future retirees and requiring employees to bear a higher portion of the costs of their health care benefits. The measurement of the expected future health care and pension obligations and costs is highly dependent on a variety of assumptions, many of which relate to factors beyond FESC’s, or our Regulated Transmission Subsidiaries’ 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 services fees paid to FESC will continue to increase, in part due to increasing operation and maintenance expenses, if actual results differ materially from our assumptions, our costs could be significantly higher than expected, which could adversely affect our and our Regulated Transmission Subsidiaries’ results of operations, financial condition and liquidity.

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Our results may be adversely affected by the volatility in pension and other post-employment benefit expenses.

FirstEnergy recognizes in income the change in the fair value of plan assets and net actuarial gains and losses for the portion of the FirstEnergy defined benefit pension and other post-employment benefit (“OPEB”) plans that ultimately are attributed to our Regulated Transmission Subsidiaries. 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 the results of operations of our Regulated Transmission Subsidiaries. Certain of the plan assets held in these 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, the funding obligation of our Regulated Transmission Subsidiaries to the trusts could materially increase. These assets are subject to market fluctuations and may yield uncertain returns, which may fall below FirstEnergy’s projected return rates. Forecasting investment earnings and costs to pay future pension and other benefit 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 have significant impacts on the value of the pension and other trust funds, which could require significant additional funding and negatively impact the results of operations and financial position of our Regulated Transmission Subsidiaries.

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

In the ordinary course of their business, our Regulated Transmission Subsidiaries and their affiliates depend on information technology systems that utilize sophisticated operational systems and network infrastructure to run all facets of our business.

Additionally, FET, our Regulated Transmission Subsidiaries and our affiliates store sensitive data, intellectual property and proprietary or personally identifiable information regarding our and our Regulated Transmission Subsidiaries’ businesses, contractor employees, shareholders, customers, suppliers, business partners and other individuals in our individual and collective data centers and on our respective networks. We may also need to provide sensitive data to vendors and service providers who require access to this information. The secure maintenance of information and information technology systems is critical to FirstEnergy’s operations.

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 and our Regulated Transmission Subsidiaries’ network systems or facilities, or those of third parties with whom we or our Regulated Transmission Subsidiaries do business in many ways, including directly through network infrastructure or through fraud, trickery, or other forms of deception against our and our Regulated Transmission Subsidiaries’ employees, contractors and temporary staff. Additionally, our and our Regulated Transmission Subsidiaries’ 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 or our Regulated Transmission Subsidiaries develop or procure from third parties may contain defects in design or manufacture or other problems that could unexpectedly compromise information and/or security.

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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. 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.

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 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 war between Israel and Hamas, could increase the risk of state-sponsored cyber-attacks.

Despite security measures and safeguards that we and FirstEnergy have employed, including certain measures implemented pursuant to mandatory NERC critical infrastructure protection standards, our and our Regulated Transmission Subsidiaries’ infrastructure, as well as the transmission facilities of third parties with whom we are interconnected may be increasingly vulnerable to such attacks as a result of the rapidly evolving and increasingly sophisticated means by which attempts to defeat our and our Regulated Transmission Subsidiaries’ security measures and gain access to information technology systems may be made. Because our transmission facilities are interconnected with those of third parties, the operation of our facilities could be adversely affected by cyber-attacks or other unexpected or uncontrollable events occurring on the systems of such third parties. Given the rapidly evolving nature, sophistication and complexity of cyber-attacks, despite our reasonable efforts to mitigate and prevent such attacks, it is possible that we may not be able to anticipate, prevent, detect, or implement effective preventive measures to protect against all cyber-attack incidents.

Any actual or perceived cyber-attack, data security breach, damage, interruption and/or defect could: (i) disable our Regulated Transmission Subsidiaries’ operations (including our interconnected regional transmission grid) for a significant period of time; (ii) delay development and construction of new facilities or capital improvement projects; (iii) adversely affect our Regulated Transmission Subsidiaries’ customers’ 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 and our Regulated Transmission Subsidiaries’ data centers and on our respective 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. Additionally, because our, our Regulated Transmission Subsidiaries’ and our affiliates’ regulated generation, transmission and distribution services are part of an interconnected system, disruption caused by a cybersecurity incident at an unaffiliated utility, electric generator, regional transmission organization, or RTO, or commodity supplier could also adversely affect our and our Regulated Transmission Subsidiaries’ businesses.

Although FirstEnergy maintains cyber insurance and property and casualty insurance, there can be no assurance that liabilities or losses we or our Regulated Transmission Subsidiaries may incur, including as a result of cybersecurity-related litigation, will be covered under such policies or that the amount of insurance will be adequate. Further, as cyber threats continually evolve and become more difficult to detect and successfully defend against, there can be no assurance that we or our Regulated Transmission Subsidiaries can implement or maintain adequate preventive measures, accurately assess the likelihood of a cyber-incident or quantify potential liabilities or losses. Also, we or our Regulated Transmission Subsidiaries 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.

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For all of these reasons, for any of our Regulated Transmission Subsidiaries, 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 and our Regulated Transmission Subsidiaries’ reputations and/or the rendering of our and our Regulated Transmission Subsidiaries’ internal controls ineffective, all of which could materially adversely affect our and our Regulated Transmission Subsidiaries’ businesses, results of operations, financial condition and reputation.

Energy companies are subject to adverse publicity that makes them vulnerable to negative regulatory and legislative outcomes.

Energy companies, including our Regulated Transmission Subsidiaries, have been the subject of criticism on matters including the reliability of their electric distribution or transmission systems and 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 the operation of coal-fired generation or proceedings seeking regulatory recoveries may cause less favorable legislative and regulatory outcomes and damage our Regulated Transmission Subsidiaries’ reputations, which could have an adverse impact on our and our Regulated Transmission Subsidiaries’ businesses and financial condition.

The physical risks associated with climate change may have an adverse impact on our and our Regulated Transmission Subsidiaries’ businesses, 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 and changes in temperature and precipitation patterns associated with climate change, could affect some, or all, of our operations. Frequent or extreme weather events could disrupt our operations and/or be destructive, which could result in increased costs, including supply chain costs. An extreme weather event within our Regulated Transmission Subsidiaries’ service areas could also directly affect their 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.

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

Where federal or state legislation mandates the use of renewable fuel sources, such as wind and solar, and such legislation does not also provide for adequate cost recovery of our revenue requirements, it could result in significant changes in our business, including material increases in renewable energy credit purchase costs, purchased power costs and capital investments, as such costs are spread over reduced sales volumes. Such mandatory renewable portfolio requirements may have an adverse effect on our financial condition and results of operations.

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A number of regulatory and legislative bodies have introduced requirements and/or incentives to reduce peak demand and energy consumption. Such conservation programs have previously resulted in and could result in further load reduction and adversely impact our financial results in different ways. We currently have energy efficiency riders in place in certain of our states to recover the cost of these programs either at or near a current recovery time frame in the states where we operate.

In our Regulated Transmission Subsidiaries, energy conservation could negatively impact us depending on the regulatory treatment of the associated impacts. 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 are unable to determine what impact, if any, future conservation activities will have on our financial condition or results of operations.

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

We have agreed to file a registration statement, of which this prospectus forms a part, with the SEC with respect to this exchange offer. In addition, upon effectiveness of the registration statement, FET will become a reporting company subject to the periodic reporting requirements of the Exchange Act. The SEC, the Financial Accounting Standards Board (the “FASB”) 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.

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

We and our Regulated Transmission Subsidiaries are subject to various local, state and federal taxes, including income, franchise, real estate, sales and use related taxes. We and our Regulated Transmission Subsidiaries exercise significant judgment in calculating such tax obligations, booking reserves as necessary to reflect potential adverse outcomes regarding tax positions we and our Regulated Transmission Subsidiaries 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.

Neither we nor our Regulated Transmission Subsidiaries can 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, our Regulated Transmission Subsidiaries or our affiliates could have a negative impact on our and our Regulated Transmission Subsidiaries’ results of operations, financial condition and cash flows.

Neither we nor our Regulated Transmission Subsidiaries can predict whether, when or to what extent new U.S. tax laws, regulations, interpretations or rulings will be issued. A reform of U.S. tax laws may be enacted in a manner that negatively impacts our or our Regulated Transmission Subsidiaries’ cash flow, results of operations and financial condition.

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ATSI’s and MAIT’s respective rights to occupy and use the land and rights-of-way leased pursuant to ground leases upon or over which a substantial portion of their transmission facilities are located could be impaired by transfers of the leased property or because the ground leases do not describe the leased property with specificity.

Most of the land and rights-of-way on which ATSI’s and MAIT’s transmission assets are located are leased from FirstEnergy’s Ohio and Pennsylvania distribution utility subsidiaries under long-term and extendable ground leases, which are referred to collectively herein as the Ground Leases. Neither the Ground Leases nor any memoranda of the Ground Leases have been recorded in the jurisdictions where the relevant land and rights-of-way are located. Accordingly, in the event of a transfer by the owner of land or rights-of-way that are subject to a Ground Lease, there is a risk that a purchaser acting in good faith and without actual or constructive knowledge of ATSI’s or MAIT’s interests under the Ground Lease could obtain rights in such land and rights-of-way that are superior to that of ATSI or MAIT under such Ground Lease.

The descriptions of the leased property contained in the Ground Leases are general in nature and do not specifically identify, by metes and bounds legal descriptions or otherwise, individual parcels of property (or specific leased portions of parcels). The Ground Leases do, however, reference bills of sale and other documents containing detailed information regarding the location of the transmission assets that is useful in identifying the leased property. Because of the lack of specificity in the property descriptions in the Ground Leases, in the event of a challenge to ATSI’s or MAIT’s rights to any leased property under the Ground Leases, a court may be required to inquire beyond the actual terms of the Ground Leases to determine the full scope of ATSI’s and MAIT’s rights to such leased property, which inquiry may include an examination of such bills of sale and other documents. If in such a case the court is unable to specifically identify the property in question, the scope of ATSI’s and MAIT’s rights to access such property and operate related transmission facilities could be limited to something less than a complete leasehold interest, such as a contractual right to enter into a lease, or an access license, or an equitable right similar thereto. To the extent that there are defects or other imperfections with respect to the title to any of ATSI’s or MAIT’s assets or those ATSI or MAIT leases under the Ground Leases, ATSI, MAIT or we may incur significant expense or experience other financial losses in connection with, for example, legal proceedings contesting the validity of ATSI’s or MAIT’s title.

We are jointly owned by FE and Brookfield. FE and Brookfield may exercise, within certain regulatory, corporate law and other limitations, substantial control over our dividend policy, business and operations, which may be inconsistent with the interests of the holders of the New Notes.

As a result of certain corporate transactions, we are 50.1% owned by FE and 49.9% owned by Brookfield. Certain of our officers and directors are also officers of FE and Brookfield. The FET Board makes determinations with respect to a number of significant corporate events, including payment of our dividends. If FE’s cash requirements increase or, if for any reason, Brookfield seeks distributions from FET in connection with its investment, our board and FE and Brookfield, as our members, may determine that we should pay increased dividends to help support cash needs or make distributions to achieve a return on investment, which could materially and adversely affect our liquidity.

We are entirely dependent on FE and its affiliates, including FESC, for key personnel, including our executive officers, and other operational support. The unavailability of skilled workers, failure to attract and retain qualified personnel, and changes in our key personnel could adversely affect us.

We have contracted with FESC to provide us with corporate, administrative, management and other services under a service agreement. We depend on FESC hiring and retaining personnel sufficient to provide us support for our and our subsidiaries’ day-to day operations.

Our executive officers are employees of FESC and officers of FE. We do not maintain key person life insurance policies on any personnel, and we do not have any employment contracts or other agreements with key

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personnel binding them to provide services for any particular term. The loss of the services of any of these individuals could have a material adverse effect on our business. In addition, our future success will depend in part on FESC’s ability to attract and retain, additional qualified personnel.

We are also dependent on other subsidiaries of FE, including FESC, to provide goods and services to us under a mutual assistance agreement. If FESC or other subsidiaries of FE are unable or unwilling to perform for any reason or terminate the mutual assistance and service agreements, we would be required to engage substitute service providers. This could result in a significant interference with operations and increased costs.

Risks Associated with Financing and Capital Structure

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 FET Revolving 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 FET Revolving Facility and obtain cash may be adversely affected. Our access to funds under the FET Revolving Facility is dependent on the ability of the financial institutions that are parties to the FET Revolving 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.

Interest rates and/or a credit rating downgrade could negatively affect our financing costs and ability to access capital.

We have near-term exposure to interest rates from outstanding indebtedness indexed to variable interest rates, and we have exposure to future interest rates to the extent we seek to raise debt in the capital markets to meet maturing debt obligations and fund capital contributions to our Regulated Transmission Subsidiaries or other investment opportunities. Past disruptions in capital and credit markets, as well as quantitative tightening by the U.S. Federal Reserve Board, have resulted in higher interest rates on newly issued debt securities and increased costs for variable interest rate debt securities. Disruptions in capital and credit markets, or continued quantitative tightening by the U.S. Federal Reserve Board, could result in higher interest rates on newly issued debt securities and increase our financing costs and adversely affect our results of operations, cash flows and

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liquidity. Also, interest rates could change as a result of economic or other events that are beyond our risk management processes. As a result, we cannot always predict the impact that our risk management decisions may have on us if actual events lead to greater losses or costs than our risk management positions were intended to hedge. Although we employ risk management techniques to hedge against interest rate volatility, significant and sustained increases in market interest rates could materially increase our financing costs and negatively impact our reported results of operations, cash flows and liquidity.

We expect to rely on access to bank and capital markets in the future as sources of liquidity for cash requirements not satisfied by cash distributions from our Regulated Transmission Subsidiaries. Increased scrutiny of the energy industry and the impacts of regulation, as well as changes in our or our Regulated Transmission Subsidiaries’ financial performance, could result in credit agencies reexamining our or our Regulated Transmission Subsidiaries’ credit ratings. A downgrade in our or our Regulated Transmission Subsidiaries’ credit ratings from the nationally recognized credit rating agencies, particularly to levels below investment grade, could negatively affect our or our Regulated Transmission Subsidiaries’ ability to access the bank and capital markets at attractive rates and increase our or our Regulated Transmission Subsidiaries’ borrowing costs, especially in a time of uncertainty in either of those markets. Furthermore, a downgrade could increase the cost of such capital by causing us to incur higher interest rates and fees associated with such capital. A rating downgrade would also further increase our interest expense on our FET Revolving Facility and would also further increase the fees we pay on our FET Revolving Facility, thus increasing the cost of our working capital. Such a rating downgrade 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.

Further, events related to the ongoing government investigations may expose us to higher interest rates for additional indebtedness, whether as a result of a rating downgrade or otherwise, which could restrict our ability to obtain additional or replacement financing on acceptable terms or at all.

We must rely on cash from our Regulated Transmission Subsidiaries to make payments on the New Notes.

As a holding company with no business operations and no material assets other than the stock and membership interests in our Regulated Transmission Subsidiaries, we conduct our operations primarily through our Regulated Transmission Subsidiaries and substantially all of our consolidated assets are held by our Regulated Transmission Subsidiaries. Accordingly, our cash flow and our ability to meet our obligations under the New Notes are largely dependent upon the earnings of our Regulated Transmission Subsidiaries and the distribution or other payment of these earnings to us in the form of dividends. Our Regulated Transmission Subsidiaries are separate and distinct legal entities and have no obligation to pay any amounts due on the New Notes or to make any funds available for payment of amounts due on the New Notes. The ability of each of our Regulated Transmission Subsidiaries to pay dividends and make other payments to us is subject to, among other things, the availability of funds, after taking into account capital expenditure requirements, organizational documents, the terms of its indebtedness, applicable state laws, FERC regulations and the FPA and various other agreements.

Our obligations under the New Notes will be effectively subordinated to all existing and future liabilities of our subsidiaries.

Because we are a holding company, our obligations under the New Notes will be effectively subordinated to all existing and future liabilities of our subsidiaries. Therefore, our rights and the rights of our creditors, including the rights of the holders of the New Notes, to participate in the liquidation of assets of any subsidiary will be subject to the prior claims of the subsidiary’s creditors. To the extent that we may be a creditor with recognized claims against any of our subsidiaries, our claims would still be effectively subordinated to any security interest in, or mortgages or other liens on, the assets of the subsidiary and would be subordinated to any indebtedness, other liabilities and preferred securities, of the subsidiary, senior to that held by us. As of

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September 30, 2024, our Regulated Transmission Subsidiaries had approximately $3.7 billion of external indebtedness outstanding, consisting of senior notes and obligations under bank credit facilities, of which $1.8 billion, $1.275 billion and $625 million represents outstanding indebtedness of ATSI, MAIT and TrAIL, respectively. Our subsidiaries have no preferred securities outstanding.

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.”

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.

In addition to being effectively subordinated to the existing and future indebtedness and other obligations of our Regulated Transmission Subsidiaries, the New Notes will not be secured by any liens on our or our Regulated Transmission Subsidiaries’ 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 the related 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.

Your ability to resell the New Notes may be limited by a number of factors; prices for the New Notes may be volatile.

There currently is no established market, and no active or liquid trading market may develop for the New Notes. We do not intend to apply for listing of the New Notes on any securities exchange or on any automated dealer quotation system. If a market for the New Notes were to develop, the New Notes could trade at prices that may be higher or lower than reflected by their initial offering price, depending on many factors, including among other things:

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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 Agreements, 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.”

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

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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 consolidated financial statements and related notes included elsewhere in this prospectus. This discussion contains forward-looking statements and involves numerous risks and uncertainties, including, but not limited to, those described in “Risk Factors.” Actual results may differ materially from those contained in any forward-looking statements. 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 Transmission, LLC, together with all of its subsidiaries.

Our Business

FET, a consolidated variable interest entity (“VIE”) of FE, is the parent of ATSI, MAIT, TrAIL and PATH. In March 2024, PATH completed the process of terminating all of its FERC-jurisdictional rates and facilities, with the result that PATH no longer is a “public utility” and no longer is subject to FERC jurisdiction. FET and its non-affiliated joint venture partner are completing the process of terminating the PATH corporate entities. Through its subsidiaries, FET owns high-voltage transmission facilities in PJM, which consist of approximately 12,500 circuit miles of transmission lines with nominal voltages of 500 kV, 345 kV, 230 kV, 138 kV, 115 kV, 69 kV and 46 kV in Ohio, Pennsylvania, West Virginia, Maryland and Virginia, and has a rate base of $7.3 billion as of December 31, 2023. FET plans, operates and maintains its transmission system in accordance with NERC reliability standards, and other applicable regulatory requirements. In addition, FET and its subsidiaries comply with the regulations, orders, policies and practices prescribed by FERC and the PUCO, PPUC, WVPSC, MDPSC and VSCC.

Summary of Results of Operations—Third Quarter of 2024 Compared with Third Quarter of 2023

FET financial results for the third quarter of 2024 and 2023 were as follows:

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Results of Operations

Earnings attributable to FET decreased $3 million in the third quarter of 2024, as compared to the same period of 2023, as described below.

Revenues

Total revenues increased by $30 million in the third quarter of 2024, as compared to the same period of 2023, primarily due to a higher rate base and recovery of higher transmission operating expenses. Revenues by transmission asset owner are shown in the following table:

Operating Expenses

Total operating expenses increased by $26 million in the third quarter of 2024, as compared to the same period of 2023, primarily due to higher depreciation of $10 million, property tax expenses of $5 million from a higher asset base and a $11 million charge from FESC in connection with its planned exit from the Akron general office. Nearly all operating expenses are recovered through formula rates, resulting in no material impact to earnings.

Other Expenses

Total other expense increased $4 million in the third quarter of 2024, as compared to the same period of 2023, primarily due to higher interest on long-term debt of $8 million and higher interest on short term borrowings of $5 million, partially offset by higher net interest income on affiliated borrowings of $4 million and higher capitalized financing costs of $4 million.

Income Taxes

FET’s effective tax rate for the three months ended September 30, 2024 and 2023, was 25.0% and 22.3%, respectively. Please see Note 3, “Taxes,” of the notes to the unaudited consolidated interim financial statements for additional information.

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Summary of Results of Operations—First Nine Months of 2024 Compared with First Nine Months of 2023

FET financial results for the first nine months of 2024 and 2023 were as follows:

Results of Operations

Earnings attributable to FET decreased $11 million in the first nine months of 2024, as compared to the same period of 2023, as described below.

Revenues

Total revenues increased by $105 million in the first nine months of 2024, as compared to the same period of 2023, primarily due to a higher rate base and recovery of higher transmission operating expenses. Revenues by transmission asset owner are shown in the following table:

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Operating Expenses

Total operating expenses increased by $56 million in the first nine months of 2024, as compared to the same period of 2023, primarily due to higher depreciation of $22 million, property tax expenses of $17 million from a higher asset base and a $11 million charge from FESC in connection with its planned exit from the Akron general office. Nearly all operating expenses are recovered through formula rates, resulting in no material impact to earnings.

Other Expense

Total other expense increased $24 million in the first nine months of 2024, as compared to the same period of 2023, primarily due to higher interest on short term borrowings of $12 million, higher interest on long-term debt of $18 million, lower net interest income on affiliated borrowings of $5 million and the absence of the pension mark-to-market adjustment of $5 million, partially offset by higher capitalized financing costs of $13 million.

Income Taxes

FET’s effective tax rate for the nine months ended September 30, 2024 and 2023, was 29.1% and 22.2%, respectively. Please see Note 3, “Taxes,” of the notes to the unaudited consolidated interim financial statements for additional information.

Summary of Results of Operations—2023 Compared with 2022

FET financial results for the years ended December 31, 2023 and 2022, were as follows:

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Results of Operations

Earnings attributable to FET increased $75 million in 2023, as compared to the same period of 2022, as described below.

Revenues

Total revenues increased by $114 million in 2023, as compared to 2022, primarily due to the absence of a reserve for customer refunds associated with the FERC Audit, as discussed below, a true-up adjustment for the recovery of certain transmission formula rate operating costs during 2023 and a higher rate base.

Revenues by transmission asset owner are shown in the following table:

Operating Expenses

Total operating expenses decreased by $28 million in 2023, as compared to 2022, primarily due to the absence of the reclassification of certain transmission capital assets to operating expenses of $99 million as a result of the FERC Audit, partially offset by higher depreciation of $28 million and property tax expenses of $9 million from a higher asset base. Other than the write-off of nonrecoverable transmission assets, nearly all operating expenses are recovered through formula rates, resulting in no material impact on current period earnings.

Other Expenses

Total other expense increased $32 million in 2023, as compared to the same period of 2022, primarily due to lower affiliated company interest income at FET of $33 million and an increase in the pension and OPEB mark-to-market adjustment of $20 million, partially offset by lower interest on debt to associated companies of $32 million.

Income Taxes

FET’s effective tax rate for the years ended December 31, 2023 and 2022, was 23.7% and 23.9%, respectively. Please see Note 3, “Taxes,” of the notes to the audited consolidated annual financial statements for additional information.

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Summary of Results of Operations—2022 Compared with 2021

FET financial results for the years ended December 31, 2022 and 2021, were as follows:

Results of Operations

Earnings attributable to FET increased $39 million in 2022, as compared to the same period of 2021, as described below.

Revenues

Total revenues increased by $191 million in 2022, as compared to 2021, primarily due to higher recoverable expenses and a higher rate base, partially offset by customer refunds associated with the FERC Audit, as further discussed below.

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Revenues by transmission asset owner are shown in the following table:

Operating Expenses

Total operating expenses increased by $136 million in 2022, as compared to 2021, primarily due to the reclassification of certain transmission capital assets to operating expenses of $99 million as a results of the FERC Audit, $85 million higher operating and maintenance expenses and a charge resulting from the filed settlement with FERC in January 2023, partially offset by a charge in the third quarter of 2021 resulting from the filed ATSI settlement of $48 million. Other than the write-off of nonrecoverable transmission assets, nearly all operating expenses are recovered through formula rates, resulting in no material impact on current period earnings.

Other Expenses

Total other expense increased $10 million in 2022, as compared to 2021, primarily due to an increase in the pension and OPEB mark-to-market adjustment of $30 million, partially offset by lower interest on long-term debt and borrowings under the revolving credit facilities of $12 million, higher unregulated money pool interest income of $43 million by FET, and higher capitalized financing costs of $10 million.

Income Taxes

FET’s effective tax rate for the years ended December 31, 2022 and 2021, was 23.9% and 24.6%, respectively. Please see Note 3, “Taxes,” of the notes to the audited consolidated annual financial statements for additional information.

REGULATORY ASSETS AND LIABILITIES

The following table provides information about the composition of net regulatory assets and liabilities as of September 30, 2024, and December 31, 2023, 2022, and 2021 and the changes during the years ended December 31, 2023, 2022 and 2021:

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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-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 Tax Act 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—Reflects amounts to be recovered or refunded through future rates to pay for the cost of activities to remove assets, including obligations for which an asset ARO has been recognized, that are expected to be incurred at the time of retirement.

Deferred transmission costs—Reflects differences between revenues earned based on actual costs for ATSI, MAIT and TrAIL’s formula transmission rates and the amounts billed, including amounts expected to be refunded to, or recoverable from, wholesale transmission customers resulting from the FERC Audit, as further described below, which amounts are recorded as a regulatory asset or liability and recovered or refunded, respectively, in subsequent periods.

MISO exit fee—Relates to the recovery of certain costs from the transfer of control of ATSI’s transmission assets from MISO to PJM (amortized though 2030).

Vegetation management costs—Relates to regulatory assets associated with the recovery of certain transmission vegetation management costs at MAIT and ATSI (amortized through 2024 and 2030, respectively).

CAPITAL RESOURCES AND LIQUIDITY

We expect our existing sources of liquidity to remain sufficient to meet our anticipated obligations. Our business is capital intensive, requiring significant resources to fund operating expenses, construction expenditures, scheduled debt maturities and interest and dividend payments to help support its cash needs. The payment of dividends is reviewed by senior management on an ongoing basis. Earnings, cash, capital structures, restrictions and expected ongoing cash and earnings are reviewed by our senior management prior to a dividend recommendation being made for consideration and authorization by the FET Board. In addition to internal sources to fund liquidity and capital requirements for 2024 and beyond, FET and its subsidiaries expect to rely on external sources of funds. Short-term cash requirements not met by cash provided from operations are generally satisfied through affiliated and non-affiliated short-term borrowings. Long-term cash needs may be met through the issuance of long-term debt or equity contributions from our equity holders. FET and its subsidiaries expect that borrowing capacity under the FET Revolving Facility and the ATSI, MAIT and TrAIL revolving facilities as amended through October 24, 2024 (the “2023 Credit Facilities”) will continue to be available to manage working capital requirements along with continued access to long-term capital markets.

FET’s subsidiaries will continue to make significant capital investments over the next five years across their respective electric transmission systems. In particular, ATSI, MAIT and TrAIL are expected to annually invest $1.3 billion to $1.8 billion in capital investments from 2024 through 2028 to upgrade their transmission system.

Post-pandemic economic conditions have stabilized across numerous material categories, but lead times have not returned to pre-pandemic levels. Several key suppliers have seen improvements with labor shortages and raw material availability and FET and its subsidiaries continues to monitor the situation as capacity can be constrained with increased demand. Inflationary pressures have moderated, which has positively impacted the cost of materials, but certain categories have remained elevated. FET and its subsidiaries continues to implement mitigation strategies to address supply constraints and does not expect service disruptions or any material impact on its capital investment plan. However, the situation remains fluid and a prolonged continuation or further increase in supply chain disruptions could have an adverse effect on FET’s consolidated results of operations, cash flow and financial condition.

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Any financing plans by FET 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 FET and its subsidiaries to utilize short-term borrowing capacity, which could impact available liquidity. In addition, FET and its subsidiaries expect to continually evaluate any planned financings, which may result in changes from time to time.

As of September 30, 2024, FET’s net deficit in working capital (current assets less current liabilities) was primarily due to current portion of long-term debt, short-term borrowings, accounts payable and accrued interest and taxes. FET believes its cash from operations and available liquidity will be sufficient to meet its current working capital needs.

Short-Term Borrowings

FET had $2 million, $383 million and $154 million of outstanding short-term borrowings as of September 30, 2024, December 31, 2023 and December 31, 2022, respectively.

Revolving Credit Facility

On October 18, 2021 FE, FET and certain of its subsidiaries entered into two separate senior unsecured five-year syndicated revolving credit facilities (the “2021 Credit Facilities”) with JPMorgan Chase Bank, N.A. and PNC Bank, National Association that replaced the FE and OE, CEI, TE, Penn, Jersey Central Power & Light Company (“JCP&L”), ME, PN, Monongahela Power Company (“MP”), the Potomac Edison Company (“PE”) and WP (the “Electric Companies”) former five-year syndicated revolving credit facility, as amended (the “FE Revolving Facility”) and the FET Revolving Facility, and provide for aggregate commitments of $1.85 billion. Under the 2021 Credit Facilities, an aggregate amount of $1.85 billion is available to be borrowed, repaid and reborrowed, subject to each borrower’s respective sublimit under the respective facilities. These credit facilities provide substantial liquidity to support the Regulated businesses and each of the operating companies within the businesses.

On October 20, 2023, FE and certain of its subsidiaries entered into the amendments to each of the 2021 Credit Facilities to, among other things; (i) amend the FE Revolving Facility to release FET as a borrower and (ii) extend the maturity date of the 2021 Credit Facilities for an additional one-year period, from October 18, 2026 to October 18, 2027. Also, on October 20, 2023, FET entered into a separate facility of which $1.0 billion is available to be borrowed, repaid and reborrowed until October 20, 2028.

On October 24, 2024, FE and certain of its subsidiaries, including FET, entered into the following amendments to each of the 2021 Credit Facilities to, among other things, extend the maturity date of the 2021 Credit Facilities for an additional one-year period, from October 18, 2028 to October 18, 2029.

The 2023 Credit Facilities are as follows:

Borrowings under the 2023 Credit Facilities may be used for working capital and other general corporate purposes. Generally, borrowings under each of the credit facilities are available to each borrower separately and mature on the earlier of 364 days from the date of borrowing or the commitment termination date, as the same may be extended. Each of the 2023 Credit Facilities contain financial covenants requiring each borrower to maintain a consolidated debt-to-total-capitalization ratio (as defined under each of the 2023 Credit Facilities) of no more than 65%, and 75% for FET, measured at the end of each fiscal quarter.

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The following table summarizes the limitations on short-term indebtedness applicable to each borrower under current regulatory approvals and applicable statutory and/or charter limitations as of September 30, 2024:

The 2023 Credit Facilities bear interest at fluctuating interest rates, primarily based on Secured Overnight Financial Rate (“SOFR”), including term SOFR and daily simple SOFR. FET has not hedged its interest rate exposure with respect to its floating rate debt. Accordingly, FET’s interest expense for any particular period will fluctuate based on SOFR and other variable interest rates. The high interest rate environment has caused the rate and interest expense on borrowings under the various FET credit facilities to be significantly higher. Restricted access to capital markets and/or increased borrowing costs could have an adverse effect on FET’s results of operations, cash flows, financial condition and liquidity.

Subject to each borrower’s sublimit, the amounts noted below are available for the issuance of LOCs (subject to borrowings drawn under the 2023 Credit Facilities) expiring up to one year from the date of issuance. The stated amount of outstanding LOCs will count against total commitments available under each of the 2023 Credit Facilities and against the borrowers’ borrowing sublimit.

The 2023 Credit Facilities do not contain provisions that restrict the ability to borrow or accelerate payment of outstanding advances in the event of any change in credit ratings of the borrowers. Pricing is defined in “pricing grids,” whereby the cost of funds borrowed under the 2023 Credit Facilities are related to the credit ratings of the company borrowing the funds. Additionally, borrowings under each of the 2023 Credit Facilities 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 September 30, 2024, FET and its subsidiaries were in compliance with the applicable interest coverage and debt-to-total-capitalization ratio covenants in each case as defined under the 2023 Credit Facilities.

FirstEnergy Money Pools

As regulated money pool participants, FET’s subsidiaries have the ability to borrow from each other, regulated affiliates and FE to meet their short-term working capital requirements. As of December 31, 2023, FET had a similar but separate arrangement with FE’s unregulated money pool participants. 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. In recent years interest rates have increased significantly, which has caused the rate and interest expense on borrowings under the various

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FirstEnergy credit facilities to be significantly higher. As of June 1, 2024, FET is no longer participating in the unregulated money pool.

Long-Term Debt Capacity

FET’s and certain of its subsidiaries access to capital markets and costs of financing are influenced by the credit ratings of their securities. The following table displays FET’s and its subsidiaries credit ratings as of October 28, 2024:

On October 2, 2024, Fitch upgraded ratings of FET, ATSI, MAIT and TrAIL.

The applicable undrawn and drawn margin on the 2023 Credit Facilities are subject to ratings-based pricing grids. The applicable fee paid on the undrawn commitments under the 2023 Credit Facilities are based on each borrower’s senior unsecured non-credit enhanced debt ratings as determined by Standard & Poor’s Rating Service (“S&P”) and Moody’s Investors Service, Inc. (“Moody’s”). The fees paid on actual borrowings are determined based on each borrower’s senior unsecured non-credit enhanced debt ratings as determined by S&P and Moody’s.

Changes in Cash Position

As of September 30, 2024, December 31, 2023 and December 31, 2022, FET had $246 million, $76 million and $77 million in cash and cash equivalents on the Consolidated Balance Sheets, respectively.

The following table summarizes the major classes of cash flow items for the nine months ended September 30, 2024 and 2023:

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