Form SF-1/A WHEELING POWER CO

As filed with the Securities and Exchange Commission on October 28, 2026

Registration Nos. 333-299105 and 333-299105-01

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Amendment No. 1

to

FORM SF-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Ryan F. Aguiar, Senior Counsel

Jack J. Gravelle, Associate General Counsel

American Electric Power Service Corporation

1 Riverside Plaza

Columbus, Ohio 43215-2373

(614) 716-2931

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

With Copies to:

Approximate date of commencement of proposed sale to the public:

As soon as practicable after the effective date of this Registration Statement.

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, please 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(c) under the Securities Act of 1933, 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 of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering ☐

The Registrants hereby amend this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrants 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 of 1933, or until this Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

Registration Statement Nos. 333-299105
and 333-299105-01

Each CRR bond will be entitled to interest on    and    of each year, beginning on    , 20 . The first scheduled payment date is  , 20 . Interest will accrue from the date of issuance and must be paid by the purchaser of the CRR bonds if the CRR bonds are delivered after that date. On each payment date, scheduled principal payments shall be paid sequentially in accordance with the expected sinking fund schedule in this prospectus, but only to the extent funds are available in the payment account after payment of certain fees and expenses and after payment of interest.

The CRR bonds represent obligations only of the issuing entity, Wheeling Consumer Rate Relief Funding LLC, and are secured only by the assets of the issuing entity, consisting principally of the CRR property and related assets to support its obligations under the CRR bonds. Please read “Description of the CRR Bonds—Security for the CRR Bonds,” and “Description of the CRR Property” in this prospectus. Wheeling Power Company, Appalachian Power Company and their affiliates, other than the issuing entity, are not liable for any payments on the CRR bonds. The CRR bonds do not obligate the State of West Virginia or any of its political subdivisions, agencies, or instrumentalities to levy any tax or make any appropriation for payment of the CRR bonds nor are they special obligations or indebtedness of the State of West Virginia or any of its political subdivisions, agencies or instrumentalities.

All matters relating to the structuring and pricing of the CRR bonds have been considered by Wheeling Power Company and the Public Service Commission of the State of West Virginia (the “West Virginia Commission”), acting through its financial advisor.

Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The underwriters expect to deliver the CRR bonds through the book-entry facilities of The Depository Trust Company for the accounts of its participants including Clearstream Banking S.A. (“Clearstream”) and Euroclear Bank SA/NV, as operator of the Euroclear System (“Euroclear”) against payment on or about  , 20 . There currently is no secondary market for the CRR bonds, and we cannot assure you that one will develop.

The State of West Virginia, pursuant to § 24-2-4h of the West Virginia Code (the “Securitization Law”), has pledged to and agreed with holders of CRR bonds, assignees and financing parties that the State of West Virginia will not take or permit any action that impairs the value of CRR property or revises the consumer rate relief costs for which recovery is authorized under the financing order or, except as permitted pursuant to the true-up adjustment mechanism authorized under § 24-2-4h(k) of the Securitization Law, reduce, alter, or impair the CRR charges that are imposed, charged, collected, or remitted for the benefit of the CRR bondholders, assignees and financing parties, until any principal, interest, and redemption premium in respect to the CRR bonds, all financing costs, and all amounts to be paid to an assignee or financing party under an ancillary agreement have been paid or performed in full.

Pursuant to the financing order, the West Virginia Commission has pledged not to impair, postpone, terminate or otherwise adjust the CRR charges approved in the financing order or impair the CRR property or the collection of CRR charges or the recovery of consumer rate relief costs for which recovery is authorized (including financing costs). The West Virginia Commission has guaranteed that it will act pursuant to the financing order to ensure that expected CRR charges are sufficient to provide for the timely payment of scheduled principal and interest on the CRR bonds and financing costs. The West Virginia Commission’s obligations relating to the CRR bonds, including the true-up adjustment mechanism, are irrevocable upon issuance of the CRR bonds, and are legally enforceable against the State of West Virginia and the West Virginia Commission, which is a United States public sector entity, in accordance with West Virginia law.

Joint Book-Running Managers

The date of this prospectus is   , 20 .

TABLE OF CONTENTS

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ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement filed with the U.S. Securities and Exchange Commission or the “SEC”. This prospectus provides information about us, the CRR bonds, Wheeling Power Company, as depositor, sponsor and initial servicer, and Appalachian Power Company, as subservicer. This prospectus describes the terms of the CRR bonds offered hereby. You should carefully review this prospectus, any free writing prospectus the issuing entity files with the SEC, and the information, if any, contained in the documents referenced in this prospectus under the heading “Where You Can Find More Information.”

References in this prospectus to the terms “we,” “us,” “our” or “the issuing entity” mean Wheeling Consumer Rate Relief Funding LLC. References to “WPCo,” “the sponsor,” “the initial servicer,” “the depositor” or “the seller” mean Wheeling Power Company. References to “APCo” or the “the initial subservicer” mean Appalachian Power Company. References to “the servicers” refer to WPCo as the initial servicer and Appalachian Power Company as the initial subservicer, and any successor servicers under the servicing agreement referred to in this prospectus. References to the “Securitization Law” means § 24-2-4h of the Code of West Virginia, 1931, providing for a financing mechanism through which electric utilities can use securitization financing for consumer rate relief costs, by issuing “CRR bonds.” We also refer to the Public Service Commission of the State of West Virginia as the “West Virginia Commission.” Unless the context otherwise requires, the terms “West Virginia Commission-jurisdictional area customer,” “customer” or “retail customer” means all existing and future West Virginia Commission-jurisdictional area retail customers that receive electric service within WPCo’s and APCo’s, or any successors’, collective geographic service territory in the State of West Virginia notwithstanding any change in West Virginia law regarding the ability of any such customer to choose a provider of generation or transmission service from a party other than WPCo or APCo (or their respective successor) in the future, including all existing and future West Virginia electric retail customers who are obligated to pay CRR charges pursuant to the financing order or any tariff. You can find a glossary of some of the other defined terms we use in this prospectus on page 162 of this prospectus.

We have included cross-references to sections in this prospectus where you can find further related discussions. You can also find references to key topics in the table of contents on the preceding pages.

We have not, and the underwriters have not, authorized anyone to give you any information other than in this prospectus and the information incorporated by reference herein. We take no responsibility for, and can provide no assurances as to the reliability of, any other information that others may give you. Neither we nor any underwriter, agent, dealer, salesperson, the West Virginia Commission or WPCo has authorized anyone else to provide you with any different information. Neither we nor any underwriter, agent, dealer, salesperson, the West Virginia Commission or WPCo take any responsibility for, and can provide any assurance as to the reliability of, any different information that others may give you. We are not offering to sell the CRR bonds in any jurisdiction where the offer or sale is not permitted. The information in this prospectus is current only as of the date of this prospectus.

We expect to deliver the CRR bonds against payment for the CRR bonds on or about the date specified in the last paragraph of the cover page of this prospectus, which will be the sixth business day following the date of pricing of the CRR bonds. Since trades in the secondary market generally settle in one business day, purchasers who wish to trade CRR bonds on the date of pricing or the succeeding four business days will be required, by virtue of the fact that the CRR bonds initially will settle in T+6, to specify alternative settlement arrangements to prevent a failed settlement.

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

Certain statements included in this prospectus may be “forward-looking statements” within the meaning of the Securities Act of 1933, as amended (the “Securities Act”) and the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Words such as “may,” “should,” “expects,” “intends,” “projects,” “plans,” “believes,” “estimates,” “targets,” “anticipates” and similar expressions are used to identify these forward-looking statements. Forward-looking statements are based upon assumptions about future events that may not be accurate. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. Actual outcomes and results may differ materially from what is expressed or forecasted in these forward-looking statements. Any forward-looking statement speaks only as of the date on which it is made, and we and WPCo undertake no obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law.

Specific factors that could cause actual results to differ materially from forward-looking statements include, but are not limited to, those set forth below:

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You should not place undue reliance on forward-looking statements. Each forward-looking statement speaks only as of the date of this prospectus, and, except as required by law, we undertake no obligation to update or revise any forward-looking statement, including unanticipated events, after the date of this prospectus. New factors emerge from time to time and it is not possible for management to predict all of such factors, nor can it assess the impact of each such factor on the business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statement.

All subsequent written and oral forward-looking statements attributable to us and WPCo or to persons acting on our behalf are expressly qualified in their entirety by the applicable cautionary statements. The forward-looking statements included in this prospectus are made only as of their respective dates, and we undertake no obligation to update these statements to reflect subsequent events or circumstances, except as required by law.

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OFFERING RESTRICTIONS IN CERTAIN JURISDICTIONS

NOTICE TO PROSPECTIVE INVESTORS IN THE EEA

THIS PROSPECTUS IS NOT A PROSPECTUS FOR THE PURPOSES OF REGULATION (EU) 2017/1129, AS AMENDED (THE “PROSPECTUS REGULATION”). THIS PROSPECTUS HAS BEEN PREPARED ON THE BASIS THAT ANY OFFER OF CRR BONDS IN ANY MEMBER STATE OF THE EEA WILL BE MADE ONLY TO QUALIFIED INVESTORS WITHIN THE MEANING OF THE PROSPECTUS REGULATION (EACH, AN “EEA QUALIFIED INVESTOR”). ACCORDINGLY, ANY PERSON MAKING OR INTENDING TO MAKE AN OFFER IN THE EEA OF CRR BONDS WHICH ARE THE SUBJECT OF THE OFFERING CONTEMPLATED IN THIS PROSPECTUS MAY DO SO ONLY WITH RESPECT TO EEA QUALIFIED INVESTORS. NEITHER WE NOR ANY UNDERWRITER HAVE AUTHORIZED, NOR DO WE OR THEY AUTHORIZE, THE MAKING OF ANY OFFER OF CRR BONDS IN THE EEA OTHER THAN TO EEA QUALIFIED INVESTORS.

EACH UNDERWRITER HAS REPRESENTED AND AGREED THAT IT HAS NOT OFFERED, SOLD OR OTHERWISE MADE AVAILABLE, AND WILL NOT OFFER, SELL OR OTHERWISE MAKE AVAILABLE, ANY CRR BONDS WHICH ARE THE SUBJECT OF THE OFFERING CONTEMPLATED BY THIS PROSPECTUS TO ANY RETAIL INVESTOR IN THE EEA. FOR THESE PURPOSES, (A) THE EXPRESSION “RETAIL INVESTOR” MEANS A PERSON WHO IS ONE (OR MORE) OF THE FOLLOWING: (1) A RETAIL CLIENT AS DEFINED IN POINT (11) OF ARTICLE 4(1) OF DIRECTIVE 2014/65/EU, AS AMENDED (“MIFID II”); OR (2) A CUSTOMER WITHIN THE MEANING OF DIRECTIVE (EU) 2016/97, AS AMENDED, WHERE THAT CUSTOMER WOULD NOT QUALIFY AS A PROFESSIONAL CLIENT AS DEFINED IN POINT (10) OF ARTICLE 4(1) OF MIFID II; OR (3) AN EEA QUALIFIED INVESTOR, AND (B) THE EXPRESSION “OFFER” INCLUDES THE COMMUNICATION IN ANY FORM AND BY ANY MEANS OF SUFFICIENT INFORMATION ON THE TERMS OF THE OFFER AND THE CRR BONDS TO BE OFFERED SO AS TO ENABLE AN INVESTOR TO DECIDE TO PURCHASE OR SUBSCRIBE FOR THE CRR BONDS.

NOTICE TO PROSPECTIVE INVESTORS IN THE UK

THIS PROSPECTUS HAS BEEN PREPARED ON THE BASIS THAT ANY OFFER OF CRR BONDS IN THE UK WILL BE MADE ONLY TO QUALIFIED INVESTORS AS DEFINED IN PARAGRAPH 15 OF SCHEDULE 1 TO THE PUBLIC OFFERS AND ADMISSIONS TO TRADING REGULATIONS 2024 (EACH, A “UK QUALIFIED INVESTOR”). ACCORDINGLY, ANY PERSON MAKING OR INTENDING TO MAKE AN OFFER IN THE UK OF CRR BONDS WHICH ARE THE SUBJECT OF THE OFFERING CONTEMPLATED IN THIS PROSPECTUS MAY DO SO ONLY WITH RESPECT TO UK QUALIFIED INVESTORS. NEITHER WE NOR ANY UNDERWRITER HAVE AUTHORIZED, NOR DO WE OR THEY AUTHORIZE, THE MAKING OF ANY OFFER OF CRR BONDS IN THE UK OTHER THAN TO UK QUALIFIED INVESTORS.

EACH UNDERWRITER HAS REPRESENTED AND AGREED THAT IT HAS NOT OFFERED, SOLD, DISTRIBUTED OR OTHERWISE MADE AVAILABLE, AND WILL NOT OFFER, SELL, DISTRIBUTE OR OTHERWISE MAKE AVAILABLE, ANY CRR BONDS WHICH ARE THE SUBJECT OF THE OFFERING CONTEMPLATED BY THIS PROSPECTUS TO ANY RETAIL INVESTOR IN THE UNITED KINGDOM. FOR THESE PURPOSES, (A) THE EXPRESSION “RETAIL INVESTOR” MEANS A PERSON WHO IS EITHER ONE (OR BOTH) OF THE FOLLOWING: (a) NOT A PROFESSIONAL CLIENT, AS DEFINED IN POINT (8) OF ARTICLE 2(1) OF REGULATION (EU) NO 600/2014 AS IT FORMS PART OF DOMESTIC LAW IN THE UK; OR (b) NOT A UK QUALIFIED INVESTOR, AND (B) THE EXPRESSION “OFFER” INCLUDES THE COMMUNICATION IN ANY FORM AND BY ANY MEANS OF SUFFICIENT INFORMATION ON THE TERMS OF THE OFFER AND THE CRR BONDS TO BE OFFERED SO AS TO ENABLE AN INVESTOR TO DECIDE TO BUY OR SUBSCRIBE FOR THE CRR BONDS.

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THE COMMUNICATION OF THIS PROSPECTUS AND ANY OTHER DOCUMENT OR MATERIALS RELATING TO THE ISSUE OF THE CRR BONDS OFFERED HEREBY IS NOT BEING MADE, AND THIS PROSPECTUS AND SUCH OTHER DOCUMENTS AND/OR MATERIALS HAVE NOT BEEN APPROVED, BY AN AUTHORIZED PERSON FOR THE PURPOSES OF SECTION 21 OF THE FSMA. ACCORDINGLY, THIS PROSPECTUS AND SUCH OTHER DOCUMENTS AND/OR MATERIALS ARE NOT BEING DISTRIBUTED TO, AND MUST NOT BE PASSED ON TO, THE GENERAL PUBLIC IN THE UNITED KINGDOM. THIS PROSPECTUS AND SUCH OTHER DOCUMENTS AND/OR MATERIALS ARE FOR DISTRIBUTION ONLY TO PERSONS WHO: (a) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND WHO FALL WITHIN THE DEFINITION OF INVESTMENT PROFESSIONALS (AS DEFINED IN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE “ORDER”)); (b) FALL WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER; (c) ARE OUTSIDE THE UNITED KINGDOM; OR (d) ARE OTHER PERSONS TO WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED OR DISTRIBUTED UNDER THE ORDER (EACH SUCH PERSON, A “RELEVANT PERSON”). THIS PROSPECTUS AND ANY SUCH OTHER DOCUMENTS AND/OR MATERIALS ARE DIRECTED ONLY AT RELEVANT PERSONS AND MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS PROSPECTUS AND ANY SUCH OTHER DOCUMENTS AND/OR MATERIALS RELATE WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. ANY PERSON IN THE UNITED KINGDOM THAT IS NOT A RELEVANT PERSON SHOULD NOT ACT OR RELY ON THIS PROSPECTUS OR ANY OTHER DOCUMENTS AND/OR MATERIALS RELATING TO THE ISSUE OF THE CRR BONDS OFFERED HEREBY OR ANY OF THEIR CONTENTS.

EACH OF THE UNDERWRITERS HAS REPRESENTED AND AGREED THAT (A) IT HAS ONLY COMMUNICATED OR CAUSED TO BE COMMUNICATED AND WILL ONLY COMMUNICATE OR CAUSE TO BE COMMUNICATED AN INVITATION OR INDUCEMENT TO ENGAGE IN INVESTMENT ACTIVITY (WITHIN THE MEANING OF SECTION 21 OF THE FSMA) RECEIVED BY IT IN CONNECTION WITH THE ISSUE OR SALE OF THE CRR BONDS IN CIRCUMSTANCES IN WHICH SECTION 21(1) OF THE FSMA DOES NOT APPLY TO THE ISSUING ENTITY; AND (B) IT HAS COMPLIED AND WILL COMPLY WITH ALL APPLICABLE PROVISIONS OF THE FSMA WITH RESPECT TO ANYTHING DONE BY IT IN RELATION TO THE CRR BONDS IN, FROM OR OTHERWISE INVOLVING THE UNITED KINGDOM.

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NOTICE TO RESIDENTS OF CANADA

THE CRR BONDS MAY BE SOLD IN CANADA ONLY TO PURCHASERS PURCHASING, OR DEEMED TO BE PURCHASING, AS PRINCIPAL THAT ARE ACCREDITED INVESTORS, AS DEFINED IN NATIONAL INSTRUMENT 45-106 PROSPECTUS EXEMPTIONS OR SUBSECTION 73.3(1) OF THE SECURITIES ACT (ONTARIO), AND ARE PERMITTED CLIENTS, AS DEFINED IN NATIONAL INSTRUMENT 31-103 REGISTRATION REQUIREMENTS, EXEMPTIONS AND ONGOING REGISTRANT OBLIGATIONS. ANY RESALE OF THE CRR BONDS MUST BE MADE IN ACCORDANCE WITH AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE PROSPECTUS REQUIREMENTS OF APPLICABLE SECURITIES LAWS.

SECURITIES LEGISLATION IN CERTAIN PROVINCES OR TERRITORIES OF CANADA MAY PROVIDE A PURCHASER WITH REMEDIES FOR RESCISSION OR DAMAGES IF THIS PROSPECTUS (INCLUDING ANY AMENDMENT THERETO) CONTAINS A MISREPRESENTATION, PROVIDED THAT THE REMEDIES FOR RESCISSION OR DAMAGES ARE EXERCISED BY THE PURCHASER WITHIN THE TIME LIMIT PRESCRIBED BY THE SECURITIES LEGISLATION OF THE PURCHASER’S PROVINCE OR TERRITORY. THE PURCHASER SHOULD REFER TO ANY APPLICABLE PROVISIONS OF THE SECURITIES LEGISLATION OF THE PURCHASER’S PROVINCE OR TERRITORY FOR PARTICULARS OF THESE RIGHTS OR CONSULT WITH A LEGAL ADVISOR.

PURSUANT TO SECTION 3A.3 OF NATIONAL INSTRUMENT 33-105 UNDERWRITING CONFLICTS (NI 33-105), THE UNDERWRITERS ARE NOT REQUIRED TO COMPLY WITH THE DISCLOSURE REQUIREMENTS OF NI 33-105 REGARDING UNDERWRITER CONFLICTS OF INTEREST IN CONNECTION WITH THIS OFFERING.

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PROSPECTUS SUMMARY OF TERMS

The following section is only a summary of selected information and does not provide you with all the information you will need to make your investment decision. There is more detailed information in this prospectus. To understand all of the terms of the offering of the CRR bonds, carefully read this entire prospectus. You should carefully consider the Risk Factors beginning on page 28 of this prospectus before you invest in the CRR bonds.

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aggregate principal amount of the CRR bonds, a general subaccount, into which the servicers will transfer from the joint collection account all CRR charge collections, and an excess funds subaccount, into which we will transfer any amounts collected and remaining on a payment date after all payments to CRR bondholders and other parties have been made. Amounts on deposit in each of these subaccounts will be available to make payments on the CRR bonds on each payment date. For a description of the CRR property, please read “Description of the CRR Property” in this prospectus.

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Weighted Average Life:

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SUMMARY OF RISK FACTORS

Set forth below is a summary of the material risk factors which you should consider before deciding whether to invest in the CRR bonds. These risks can affect the timing or ultimate payment of the CRR bonds and the value of your investment in the CRR bonds.

Risks associated with potential judicial, legislative or regulatory actions

Servicing Risks

Storm related risks

Risks associated with the unusual nature of the CRR property

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Risks associated with potential bankruptcy proceedings of the seller or a servicer

Other risks associated with an investment in the CRR bonds

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RISK FACTORS

Please carefully consider all the information we have included or incorporated by reference in this prospectus, including the risks described below and the statements in “Cautionary Statement Regarding Forward-Looking Information,” before deciding whether to invest in the CRR bonds.

You may experience material payment delays or incur a loss on your investment in the CRR bonds because the source of funds for payment is limited.

The only source of funds for payment of the CRR bonds will be our assets, which consist of:

The CRR bonds are not a charge on the full faith and credit or taxing power of the State of West Virginia or any governmental agency or instrumentality, nor will the CRR bonds be insured or guaranteed by WPCo, including in its capacity as the sponsor, depositor, seller or initial servicer, or by its parent, AEP, any of their respective affiliates (other than us), the trustee or any other person or entity. The CRR bonds will be nonrecourse obligations, secured only by the collateral pledged to secure the CRR bonds under the indenture. Delays in payment on the CRR bonds might result in a reduction in the market value of the CRR bonds and, therefore, the value of your investment in the CRR bonds. Thus, you must rely for payment of the CRR bonds solely upon the collections of the CRR charges, and funds on deposit in the accounts held by the trustee. Our organizational documents restrict our right to acquire other assets unrelated to the transactions described in this prospectus. Please read “Wheeling Consumer Rate Relief Funding LLC, The Issuing Entity” in this prospectus.

RISKS ASSOCIATED WITH POTENTIAL JUDICIAL, LEGISLATIVE OR REGULATORY ACTIONS

We and WPCo are not obligated to indemnify you for changes in law.

Neither we nor WPCo, nor any affiliate, successor or assignee, will indemnify you for any changes in the law, including any federal preemption or repeal or amendment of the Securitization Law, that might affect the value of the CRR bonds. WPCo will agree in the sale agreement to institute any legal or administrative action or proceeding as may be reasonably necessary to block or overturn any attempts to cause a repeal, modification or supplement to the Securitization Law that would be materially adverse to us, the trustee or the CRR bondholders. However, we cannot assure you that WPCo would be able to take this action or that any such action would be successful. Although WPCo or any successor assignee might be required to indemnify us if legal action based on the law in effect at the time of the issuance of the CRR bonds invalidates the CRR property, such indemnification obligations do not apply for any changes in law after the date the CRR bonds are issued, whether such changes in law are effected by means of any legislative enactment, any constitutional amendment or any final and non-appealable judicial decision. Please read “The Sale Agreement—WPCo’s Covenants” in this prospectus.

Future judicial action could reduce the value of your investment in the CRR bonds.

The CRR property is a creation of the Securitization Law and the financing order that has been issued by the West Virginia Commission to WPCo and APCo pursuant to the Securitization Law. There is uncertainty associated with investing in bonds payable from an asset that depends for its existence on legislation because there is limited judicial or regulatory experience implementing and interpreting the legislation.

The Securitization Law or any financing order or any provision thereof might be directly contested in courts or otherwise become the subject of litigation. Because the CRR property is a creation of the Securitization Law

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and the financing order, any judicial determination affecting the validity of or interpreting the Securitization Law or the financing order, the CRR property or our ability to make payments on the CRR bonds might have an adverse effect on the value of the CRR bonds or cause a delay in the recovery of your investment. As of the date of this prospectus, no such litigation has arisen; however, we cannot assure you that a lawsuit challenging the validity of the Securitization Law or any financing order will not be filed in the future or that, if filed, such lawsuit will not be successful. If an invalidation of any relevant underlying legislative provision or any financing order provision were to result from such litigation, you might lose some or all of your investment or might experience delays in recovering your investment. Please read “The Securitization Law—Constitutional Matters” in this prospectus.

Other states have passed laws with financing provisions similar to some provisions of the Securitization Law, and some of these laws have been challenged by judicial actions or utility commission proceedings. To date, none of these challenges has succeeded, but future judicial challenges might be made. An unfavorable decision regarding another state’s law would not automatically invalidate the Securitization Law or the financing order, but it might provoke a challenge to the Securitization Law or the financing order, establish a legal precedent for a successful challenge to the Securitization Law or the financing order or heighten awareness of the political and other risks of the CRR bonds, and in that way may limit the liquidity and value of the CRR bonds. Therefore, legal activity in other states may indirectly affect the value of your investment in the CRR bonds.

Future state action could reduce the value of your investment in the CRR bonds.

Despite the State of West Virginia’s pledge in the Securitization Law and the West Virginia Commission’s pledge in the financing order, respectively, not to take or permit certain actions that would impair the value of the CRR property or the CRR charges, the West Virginia legislature might attempt to repeal or amend the Securitization Law in a manner that limits or alters the CRR property so as to reduce its value. For a description of the State of West Virginia’s pledge, please read “The Securitization Law—WPCo and Other Qualifying Utilities May Securitize Consumer Rate Relief Costs and Related Financing and Ongoing Costs” in this prospectus. As of the date of this prospectus, we are not aware of any pending legislation in the West Virginia legislature that would affect any provisions of the Securitization Law.

Except as described in “The Sale Agreement —WPCo’s Obligation to Indemnify Us and the Trustee and to Take Legal Action” in this prospectus, neither we, WPCo, nor any of its successors, assignees or affiliates will indemnify you for any change in law, including any amendment or repeal of the Securitization Law, that might affect the value of the CRR bonds.

If an action of the West Virginia legislature or the West Virginia Commission adversely affecting the CRR property or the ability to collect CRR charges were considered a “taking” under the United States or West Virginia Constitutions, the State of West Virginia might be obligated to pay full compensation in an amount equal to the estimated value of the CRR property at the time of the taking. However, even in that event, there is no assurance that any amount provided as compensation would be sufficient for you to recover fully your investment in the CRR bonds or to offset interest lost pending such recovery.

Nothing in either the State of West Virginia or West Virginia Commission’s pledge precludes any limitation or alteration of the Securitization Law or the financing order if full compensation is made by law for the full protection of the CRR charges collected pursuant to the financing order and of the holders of the CRR bonds and any assignee or financing party entering into a contract with WPCo. It is unclear what “full compensation” and “full protection” would be afforded to the holders of CRR bonds by the State of West Virginia or the West Virginia Commission if such limitation or alteration were attempted.

The electorate of the State of West Virginia does not have the power to enact new laws or constitutional amendments or to repeal existing laws. The West Virginia Constitution vests the power to enact or repeal laws solely in the West Virginia legislature. The enforcement of any rights against the State of West Virginia or the

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West Virginia Commission under their respective pledges may be subject to the exercise of judicial discretion in appropriate cases and to the limitations on legal remedies against state and local governmental entities in West Virginia. These limitations might include, for example, the necessity to exhaust administrative remedies prior to bringing suit in a court, or limitations on type and locations of courts in which the State of West Virginia or the West Virginia Commission may be sued, or limitations on awards or collection of damages.

The West Virginia Commission might attempt to take actions that could reduce the value of your investment in the CRR bonds.

The Securitization Law provides that a financing order issued to create CRR property is irrevocable and that the West Virginia Commission may not reduce, alter or impair the CRR charges approved in the financing order, except for the true-up adjustments to the CRR charges, or impair the CRR property or the collection or recovery of the consumer rate relief costs until the related consumer rate relief bonds and all approved financing costs are paid in full. However, the West Virginia Commission retains the power to adopt, revise or rescind rules or regulations affecting WPCo, APCo or a successor utility. The West Virginia Commission also retains the power to interpret the financing order granted to WPCo and APCo, and in that capacity might be called upon to rule on the meanings of provisions of the financing order that might need further elaboration. Any new or amended regulations or orders from the West Virginia Commission might adversely affect the ability of a servicer to disconnect customers for nonpayment, assess late fees, impose deposit requirements or collect the CRR charges in full and on a timely basis, which may negatively impact the rating of the CRR bonds or their price and, accordingly, the amortization of the CRR bonds and their weighted average lives.

The servicers are required to file with the West Virginia Commission, on our behalf, certain periodic true-up adjustments of the CRR charges.

The West Virginia Commission is obligated under the financing order to administratively approve the requested adjustment (including, if applicable, the correction of any mathematical or clerical error in such calculations) within 15 days of the date of the request for adjustment; absent such notice, the adjustment becomes effective. However, for purposes of any nonstandard true-up, the servicers must specify an effective date at least 60 days after filing, and upon administrative approval or the passage of 60 days without notification from the West Virginia Commission regarding the nonstandard true-up, no further action of the West Virginia Commission is required for implementation of the nonstandard true-up. Please read “The Financing Order—True-Ups” and “CRR Charge Adjustment Process” in this prospectus. True-up adjustment procedures may be challenged in the future. Challenges to or delays in the true-up process might adversely affect the market perception and valuation of the CRR bonds. Also, any litigation might materially delay CRR charge collections due to delayed implementation of true-up adjustments and might result in missing payments or payment delays and lengthened weighted average life of the CRR bonds.

A servicer may not fulfill, or may be unsuccessful in any attempt to fulfill, its obligations to act on behalf of the CRR bondholders to protect bondholders from actions by the West Virginia Commission or the State of West Virginia.

Each servicer will agree in the servicing agreement to take any action or proceeding reasonably necessary to compel performance by the West Virginia Commission and the State of West Virginia of any of their obligations or duties under the securitization provisions of the Securitization Law or the financing order, including any actions reasonably necessary to block or overturn any attempts to cause a repeal, or modification of, or supplement to the securitization provisions of the Securitization Law or the financing order or the rights of bondholders in the CRR property by executive action, legislative enactment, constitutional amendment or other means that would be adverse to the bondholders. The servicers, however, may not be able to take those actions for a number of reasons, including due to legal or regulatory restrictions, financial constraints and practical difficulties in successfully challenging any such legislative enactment or constitutional amendment. Additionally, any action a servicer is able to take may not be successful. Any such failure to perform its obligations or to

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successfully compel performance by the West Virginia Commission or the State of West Virginia could negatively affect CRR bondholders’ rights and result in a loss of their investment in the CRR bonds.

A municipal entity may seek to acquire portions of WPCo’s or APCo’s electric distribution facilities and avoid payment of the CRR charges.

West Virginia law authorizes municipalities to seek to acquire portions of an electric utility’s electric distribution facilities through voluntary transactions. A municipality may not condemn a privately owned electric utility’s distribution system, or any portion of it, to create or expand a municipal electric system. A municipality may potentially condemn independently owned land, easements, or rights-of-way needed to construct its own facilities, provided that the property is not itself part of a privately owned electric power system; the taking satisfies Chapter 54 of the West Virginia Code and constitutional public use and just compensation requirements; and the project complies with applicable territorial, certificate, and non-competition limitations. There can be no assurance that one or more municipalities will not seek to acquire some or all of WPCo’s or APCo’s electric distribution facilities while the CRR bonds remain outstanding. The Securitization Law specifies that CRR charges approved by a financing order shall be collected by a qualifying utility as well as its successors. In the servicing agreement, each of WPCo and APCo has covenanted to assert in an appropriate forum that any municipality that acquires any portion of the electric distribution facilities of WPCo or APCo, as applicable, by condemnation, including upon the expiration of any franchise agreement, must be treated as a successor to WPCo or APCo, as applicable, under the Securitization Law and the financing order and that customers in such municipalities remain responsible for payment of CRR charges. However, the involved municipality might assert that it should not be treated as a successor to WPCo or APCo for these purposes and that its distribution customers are not responsible for payment of CRR charges. In any case, we cannot assure you that the CRR charges will be collected from customers of municipally owned utilities who were formerly customers of WPCo or APCo and that such an occurrence might not affect the timing or receipt of payments with respect to the CRR bonds.

SERVICING RISKS

Your investment in the CRR bonds depends on WPCo, APCo or their respective successors or assignees, acting as servicers of the CRR property.

WPCo, as initial servicer, will be responsible for, among other things, calculating, billing and collecting the CRR charges from WPCo customers, submitting requests to the West Virginia Commission to adjust these charges, monitoring its portion of the collateral for the CRR bonds and taking certain actions in the event of non-payment by a customer. APCo, as initial subservicer, will be responsible for, among other things, calculating, billing and collecting the CRR charges from APCo customers, monitoring its portion of the collateral for the CRR bonds and taking certain actions in the event of non-payment by a customer. The trustee’s receipt of collections in respect of the CRR charges, which will be used to make payments on the CRR bonds, will depend in part on the skill and diligence of the servicers in performing these functions. The systems that each servicer has in place for CRR charge billings and collections, together with the regulations of the West Virginia Commission governing electric utilities such as WPCo and APCo might, in particular circumstances, cause a servicer to experience difficulty in performing these functions in a timely and completely accurate manner. If a servicer fails to make CRR charge collections for any reason, then the servicer’s payments to the trustee in respect of the CRR charges might be delayed or reduced. In that event, our payments on the CRR bonds might be delayed or reduced.

Inaccurate forecasting of, or changes in, electricity consumption or unanticipated delinquencies or write-offs might reduce scheduled payments on the CRR bonds.

The CRR charges are assessed based on forecasted customer usage (i.e., kilowatt-hours (“kWh”) or megawatt-hours (“MWh”) of electricity consumed by customers). The amount and the rate of CRR charge

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collections will depend in part on actual electricity usage and the amount of collections and write-offs. If a servicer inaccurately forecasts electricity consumption or uses inaccurate customer delinquency or write-off data when setting or adjusting the CRR charges, or if the effectiveness of the adjustments is delayed for any reason, there could be a shortfall or material delay in CRR charge collections, which might result in missed or delayed payments of principal and/or interest and lengthened weighted average life of the CRR bonds. Please read “The Financing Order—True-Ups” and “CRR Charge Adjustment Process” in this prospectus.

Each of WPCo’s and APCo’s base rate revenue forecast is developed by applying the consumption forecast for each customer class, through the next budget year (typically only the first two years of the forecast horizon), to estimated price-consumption relationships. These price-consumption relationships are regression models that estimate class-level average base rate revenue realizations as a function of either monthly MWh consumption per customer (for the residential and commercial classes) or monthly MWh sales (for all other classes). The functions are estimated based on monthly data taken from WPCo’s and APCo’s billing systems. While each of WPCo and APCo monitors the accuracy of its forecast by conducting variance analysis on a monthly basis while taking into account weather impacts on MWh sales and other deviations from such forecast within the customer count, inaccurate forecasting of base rate revenue by a servicer might result from, among other things, unanticipated weather or economic conditions, resulting in less base rate revenue than forecast using systematic patterns; general economic conditions causing customers to leave WPCo or APCo or reduce the base rate revenue from such customers; the occurrence of a natural disaster, such as a hurricane or winter storm, or an act of terrorism, cyberattack or other catastrophic event, including pandemics, unexpectedly disrupting electrical service and reducing base rate revenues and demand; changes in the market structure of the electric industry; customers consuming less electricity than anticipated because of increased energy prices, increased conservation efforts, economic conditions or unanticipated increases in electric usage efficiency; or customers unexpectedly switching to alternative sources of energy, including self-generation of electric power to the extent such self-generation is delivered on APCo or WPCo’s delivery systems or exceeds the consuming customer’s average usage as determined over the most recent three-year period preceding the behind the meter generation. Please read “The Depositor, Seller, Initial Servicers and Sponsor—Forecasting Electricity Consumption” in this prospectus for additional information about WPCo’s and APCo’s base rate revenue forecast.

The servicers’ use of inaccurate delinquency or write-off rates might result also from, among other things, unexpected deterioration of the economy or the occurrence of a natural disaster or extreme weather, an act of terrorism, cyberattack or other catastrophic event or the unanticipated declaration of a moratorium on terminating electric service to customers in the event of any such occurrences, any of which would cause greater delinquencies or write-offs than expected or force WPCo or APCo to grant additional payment relief to more customers, or any other change in law that makes it more difficult for WPCo or APCo to terminate service to nonpaying customers or that requires WPCo or APCo to apply more lenient credit standards in accepting customers.

If we have to replace WPCo or APCo as a servicer, we may experience difficulties finding and using a replacement servicer.

If WPCo or APCo ceases to service the CRR property, it might be difficult to find a successor servicer. Under the financing order, the annual servicing fee payable to a successor servicer is capped and the payment of compensation in excess of the cap is dependent upon West Virginia Commission approval. Also, any successor servicer might have less experience and ability than WPCo or APCo and might experience difficulties in collecting CRR charges and determining appropriate adjustments to the CRR charges and billing and/or payment arrangements may change, resulting in delays or disruptions in collections. A successor servicer might charge fees that, while permitted under the financing order, are substantially higher than the fees paid to WPCo as the initial servicer. Although a true-up adjustment may be required to allow for the increase in fees, there could be a gap between the incurrence of those fees and the implementation of the true-up adjustment to adjust for the increase that might adversely affect distributions from the joint collection account. In the event of the commencement of a case by or against a servicer under the Bankruptcy Code or similar laws, we and the trustee

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might be prevented from effecting a transfer of servicing due to operation of the Bankruptcy Code. Any of these factors and others might delay the timing of payments and may reduce the value of your investment. Please read “The Servicing Agreement” in this prospectus.

APCo has entered into the APCo Receivables Purchase Agreement and the corresponding APCo Receivables Agency Agreement; while WPCo is not a party to such receivables arrangements, a portion of the CRR Charges are collected from APCo customers and thus will initially be commingled with collections from other APCo customers associated with the accounts receivables under such receivables arrangement. WPCo or APCo may enter in the future, financing arrangements involving the sale of its accounts receivable. With respect to the APCo Receivables Purchase Agreement, such agreement will, upon the issuance of the CRR bonds, be subject to the intercreditor agreement and joinder described under “Wheeling Consumer Rate Relief Funding LLC The Issuing Entity—Intercreditor Agreements.” In addition, WPCo will agree with us in the sale agreement that if it becomes a party to a future trade receivables purchase and sale arrangement or similar arrangement under which it sells all or any portion of its accounts receivables, or if WPCo hereafter causes consumer rate relief property or other similar property to be created under a separate financing order and acts as servicer for such consumer rate relief property, or similar property, consisting of nonbypassable charges payable by WPCo’s customers comparable to those sold by the seller pursuant to the sale agreement, in connection with a separate issuance of bonds, WPCo and the other parties to such arrangement shall enter into a joinder or amendment to the intercreditor agreement or into a separate intercreditor agreement in connection therewith and the terms the documentation evidencing such trade receivables purchase and sale arrangement or similar arrangement will expressly exclude the CRR charges from any receivables or other assets pledged or sold under such arrangement and the rating agency condition shall be satisfied. Although the CRR charges are not subject to such receivables financings, the CRR charges and accounts receivable are owed by the same customers, including those comprising the CRR Revenue Groups described herein and are expected to be collected for the foreseeable future under a single bill with respect to such customers. As required by the sale agreement, each intercreditor agreement will provide that, in the event the trustee has the right to replace WPCo as servicer or the investors have the right to replace WPCo as collection agent for the accounts receivable financing, the trustee (acting at the written direction of the holders of a majority in principal amount of the CRR bonds) and the investors’ agent will act jointly in the exercise of such rights and neither party will be entitled to replace WPCo under its agreement without the consent of the other party (which consent, in the case of the trustee, shall be at the written direction of the holders of a majority in principal amount of the CRR bonds). The intercreditor agreement and joinder, or any similar agreement executed after the issuance of the CRR bonds in accordance with the requirements of the sale agreement, may therefore make it more difficult for the trustee to replace WPCo following a servicer default. Conversely, if a default were to occur under the APCo Receivables Agency Agreement or similar agreement executed by APCo in the future, such a default may increase the possibility of APCo being replaced as servicer under the servicing agreement, even if APCo is not in default under the servicing agreement.

Changes to billing and collection practices might result in delays in collections which may reduce the value of your investment in the CRR bonds.

The financing order specifies the methodology for determining the amount of the CRR charges we may impose. The servicers may not change this methodology without approval from the West Virginia Commission. However, each servicer may set its own billing and collection arrangements with retail customers from whom it collects the charges directly, provided that these arrangements comply with the West Virginia Commission’s customer safeguards and the provisions of the servicing agreement. For example, to recover part of an outstanding bill, a servicer may agree to extend a retail customer’s payment schedule or to write off the remaining portion of the bill, including the CRR charges. Also, a servicer may change billing and collection practices, which might adversely impact the timing and amount of retail customer payments and might reduce CRR charge collections, thereby limiting our ability to make scheduled payments on the CRR bonds until any resulting undercollections can be trued-up and recovered from other retail customers. Separately, the West Virginia Commission might require changes to these practices. Any changes in billing and collection practices regulations might make it more difficult for a servicer to collect the CRR charges and adversely affect the value of your investment in the CRR bonds.

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Limits on rights to terminate service might make it more difficult to collect the CRR charges.

If WPCo, as the initial servicer, or APCo, as the initial subservicer, is billing customers for CRR charges, either may terminate service to the customer for non-payment of CRR charges pursuant to the applicable rules of the West Virginia Commission. Nonetheless, the rules and regulations of the West Virginia Commission, which may change from time to time, regulate and control the right to disconnect service. For example, electric utilities generally may not terminate service to a customer (a) on a holiday or weekend day; (b) during certain extreme weather conditions; or (c) during a federal government shutdown who timely provides proof that such customer is a federal government employee whose pay is suspended. To the extent these customers do not pay for their electric service, WPCo or APCo, as applicable, will not be able to collect CRR charges from these customers.

In addition, WPCo and APCo may be limited in the future in its ability to terminate service or collect CRR charges. The West Virginia Commission, in response to a federal mandate or otherwise, could impose restrictions on the rates WPCo or APCo charges to provide its services, including the inability to implement approved rates, or delay actions with respect to WPCo’s base rate case and filings. For example, under its emergency powers, the West Virginia legislature or the West Virginia Commission could impose a temporary rate reduction and/or a temporary moratorium on electric service disconnections for the non-payment of customer bills.

If a servicer enters bankruptcy proceedings, the remittance of CRR charges by a servicer prior to the date of bankruptcy might constitute preferences, which means these funds might be unavailable to pay amounts owing on the CRR bonds.

In the event of a bankruptcy of a servicer, a party in interest might take the position that the remittance of funds prior to bankruptcy of such servicer, pursuant to the servicing agreement or intercreditor agreements, constitutes a preference under bankruptcy law if the remittance of those funds was deemed to be paid on account of a preexisting debt. If a court were to hold that the remittance of funds constitutes a preference, any such remittance within 90 days of the filing of the bankruptcy petition could be avoidable, and the funds could be required to be returned to the bankruptcy estate of such servicer. To the extent that CRR charges have been commingled with the general funds of a servicer, the risk that a court would hold that a remittance of funds was a preference would increase. Also, if we are considered to be an “insider” of a servicer, any such remittance made within one year of the filing of the bankruptcy petition could be avoidable as well if the court were to hold that such remittance constitutes a preference. In either case, we or the trustee would merely be an unsecured creditor of a servicer. If any funds were required to be returned to the bankruptcy estate of a servicer, we would expect that the amount of any future CRR charges would be increased through the true-up mechanism to recover such amount, though this would not eliminate the risk of payment delays or losses on your investment in the CRR bonds.

STORM-RELATED RISKS

Storm damage to WPCo’s or APCo’s service territories could impair payment of the CRR bonds.

Transmission, distribution and usage of electricity could be interrupted temporarily, reducing the collections of CRR charges. There could be longer-lasting weather-related adverse effects on residential and commercial development and economic activity in WPCo’s or APCo’s service territories, which could cause the per-kWh CRR charge to be greater than expected. Legislative action adverse to the CRR bondholders might be taken in response, and such legislation, if challenged as violative of the State of West Virginia’s or the West Virginia Commission’s pledge, might be defended on the basis of public necessity. Please read “The Securitization Law—WPCo and Other Qualifying Utilities May Securitize Consumer Rate Relief Costs and Related Financing and Ongoing Costs” and “Risk Factors—Risks Associated with Potential Judicial, Legislative or Regulatory Actions—Future state action could reduce the value of your investment in the CRR bonds” in this prospectus.

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RISKS ASSOCIATED WITH THE UNUSUAL NATURE OF THE CRR PROPERTY

Future adjustments to reallocate the CRR charges among CRR Revenue Groups might result in insufficient collection.

The customers who pay the CRR charges are divided into CRR Revenue Groups which are further divided into customer classes. CRR charges will be allocated among the customer classes within each CRR Revenue Group, in accordance with the formula specified in the financing order.

A shortfall in the collections of CRR charges from one CRR Revenue Group may be corrected by adjusting the CRR charges payable by that group and any other CRR Revenue Group. Accordingly, if enough customers in a CRR Revenue Group fail to pay CRR charges or cease to be customers, the servicers might have to substantially increase the CRR charges for the remaining customers in that group and for other CRR Revenue Groups. These increases could lead to further unanticipated failures by the remaining customers to pay CRR charges, thereby increasing the risk of a shortfall in funds to pay interest and principal on the CRR bonds.

Foreclosure of the trustee’s lien on the CRR property might not be practical, and acceleration of the CRR bonds before maturity might have little practical effect.

Under the Securitization Law and the indenture, the trustee or the CRR bondholders have the right to foreclose or otherwise enforce the lien on the CRR property securing the CRR bonds. However, in the event of foreclosure, there is likely to be a limited market, if any, for the CRR property. Therefore, foreclosure might not be a realistic or practical remedy. Moreover, although principal of the CRR bonds will be due and payable upon acceleration of the CRR bonds before maturity, CRR charges likely would not be accelerated and the nature of our business will result in the principal of the CRR bonds being paid as funds become available.

RISKS ASSOCIATED WITH POTENTIAL BANKRUPTCY PROCEEDINGS OF THE SELLER OR A SERVICER

For a detailed discussion of the following bankruptcy risks, please read “How a Bankruptcy May Affect Your Investment Decision” in this prospectus.

Each servicer will commingle the CRR charges with other revenues it collects, which might obstruct access to the CRR charges in case of such servicer’s bankruptcy and reduce the value of your investment in the CRR bonds.

Each servicer will be required to remit collections to the joint collection account on our behalf each business day based on estimated daily collections, using a weighted average balance of days outstanding on WPCo’s and APCo’s retail bills. Neither servicer will segregate the CRR charges from the other funds it collects from customers or its general funds. The CRR charges will be segregated only when a servicer pays them to the joint collection account and subsequently transfers its respective portion to the trustee.

Despite this requirement, a servicer might fail to remit the full amount of the CRR charges to the joint collection account or might fail to do so on a timely basis. This failure, whether voluntary or involuntary, might materially reduce the amount of CRR charge collections available to make payments on the CRR bonds.

The Securitization Law provides that the priority of a security interest perfected in CRR property is not impaired by the commingling of the funds arising from CRR charges with any other funds of a servicer. In a bankruptcy of a servicer, however, a bankruptcy court might rule that federal bankruptcy law does not recognize our right to collections of the CRR charges that are commingled with other funds of such servicer as of the date of bankruptcy. If so, the collections of the CRR charges held by a servicer as of the date of bankruptcy would not be available to pay amounts owed on the CRR bonds. In this case, we would have only a general unsecured claim

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against such servicer for those amounts. This decision could cause material delays in payments of principal or interest, or losses, on the CRR bonds and could materially reduce the value of your investment in the CRR bonds. Please read “How a Bankruptcy May Affect Your Investment Decision” in this prospectus.

The bankruptcy of WPCo or APCo might result in losses or delays in payments on CRR bonds.

The Securitization Law and the financing order provide that as a matter of West Virginia law:

Please read “The Securitization Law” in this prospectus. These provisions are important to maintaining payments on the CRR bonds in accordance with their terms during any bankruptcy of WPCo. In addition, the transaction has been structured with the objective of keeping us legally separate from WPCo and its affiliates in the event of a bankruptcy of WPCo or any such affiliates.

A bankruptcy court generally follows state property law on issues such as those addressed by the state law provisions described above. However, a bankruptcy court does not follow state law if it determines that the state law is contrary to a paramount federal bankruptcy policy or interest. If a bankruptcy court in an WPCo bankruptcy refused to enforce one or more of the state property law provisions described above, the effect of this decision on you as a beneficial owner of the CRR bonds might be similar to the treatment you would receive in an WPCo bankruptcy if the CRR bonds had been issued directly by WPCo. A decision by the bankruptcy court that, despite our separateness from WPCo, our assets and liabilities and those of WPCo should be consolidated would have a similar effect on you as a bondholder.

We have taken steps together with WPCo, as the seller, to reduce the risk that in the event the seller or an affiliate of the seller were to become the debtor in a bankruptcy case, a court would order that our assets and liabilities be substantively consolidated with those of WPCo or an affiliate. Nonetheless, these steps might not be completely effective, and thus if WPCo or an affiliate were to become a debtor in a bankruptcy case, a court might order that our assets and liabilities be consolidated with those of WPCo or such affiliate. This might cause material delays in payment of, or losses on, the CRR bonds and might materially reduce the value of your investment in the CRR bonds. For example:

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Please read “How a Bankruptcy May Affect Your Investment Decision” in this prospectus.

The sale of the CRR property might be construed as a financing and not a sale in a case of WPCo’s bankruptcy which might delay or limit payments on the CRR bonds.

The Securitization Law provides that the characterization of a transfer of CRR property as a sale or other absolute transfer will not be affected or impaired by treatment of the transfer as a financing for federal or state tax purposes or financial reporting purposes. We and WPCo will treat the transaction as a sale under applicable law, although for financial reporting and federal and state tax purposes the transaction is intended to be treated as a financing. In the event of a bankruptcy of WPCo, a party in interest in the bankruptcy might assert that the sale of the CRR property to us was a financing transaction and not an “absolute transfer and true sale” and that the treatment of the transaction for financial reporting and tax purposes as a financing and not a sale lends weight to that position. If a court were to characterize the transaction as a financing, we expect that we would, on behalf of ourselves and the trustee, be treated as a secured creditor of WPCo in the bankruptcy proceedings, although a court might determine that we only have an unsecured claim against WPCo. See “— Each servicer will commingle the CRR charges with other revenues it collects, which might obstruct access to the CRR charges in case of such servicer’s bankruptcy and reduce the value of your investment in the CRR bonds” above.

Even if we had a security interest in the CRR property, we would not likely have access to the related CRR charge collections during the bankruptcy and would be subject to the risks of a secured creditor in a bankruptcy case, including the possible bankruptcy risks described in the immediately preceding risk factor. As a result, repayment of the CRR bonds might be significantly delayed and a plan of reorganization in the bankruptcy might permanently modify the amount and timing of payments to us of the CRR charge collections and therefore the amount and timing of funds available to us to pay CRR bondholders.

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If a servicer enters bankruptcy proceedings, the remittance of certain CRR charges by such servicer prior to the date of bankruptcy might constitute preferences, which means these funds might be unavailable to pay amounts owed on the CRR bonds.

In the event of a bankruptcy of a servicer, a party in interest might take the position that the remittance of funds prior to bankruptcy of such servicer, pursuant to the servicing agreement, constitutes a preference under bankruptcy law if the remittance of those funds was deemed to be paid on account of a preexisting debt. If a court were to hold that the remittance of funds constitutes a preference, any such remittance within 90 days of the filing of the bankruptcy petition could be voidable, and the funds could be required to be returned to the bankruptcy estate of such servicer. To the extent that CRR charges have been commingled with the general funds of such servicer, the risk that a court would hold that a remittance of funds was a preference would increase. Also, if we are considered to be an “insider” of a servicer, any such remittance made within one year of the filing of the bankruptcy petition could be voidable as well if the court were to hold that such remittance constitutes a preference. In either case, we or the trustee would merely be an unsecured creditor of such servicer. If any funds were required to be returned to the bankruptcy estate of a servicer, we would expect that the amount of any future CRR charges would be increased through the true-up mechanism to recover such amount, though this would not eliminate the risk of payment delays or losses on your investment in the CRR bonds.

Claims against WPCo might be limited in the event of a bankruptcy of the seller.

If the seller were to become a debtor in a bankruptcy case, claims, including indemnity claims, by us against the seller under the sale agreement and the other documents executed in connection with the sale agreement would be unsecured claims and would be disposed of in the bankruptcy case. In addition, the bankruptcy court might estimate any contingent claims that we have against the seller and, if it determines that the contingency giving rise to these claims is unlikely to occur, estimate the claims at a lower amount. A party in interest in the bankruptcy of WPCo, as the seller, might challenge the enforceability of the indemnity provisions in the sale agreement. If a court were to hold that the indemnity provisions were unenforceable, we would be left with a claim for actual damages against the seller based on breach of contract principles, which would be subject to estimation and/or calculation by the court. We cannot give any assurance as to the result if any of the above-described actions or claims were made. Furthermore, we cannot give any assurance as to what percentage of their claims, if any, unsecured creditors would receive in any bankruptcy proceeding involving WPCo.

The bankruptcy of WPCo or APCo might limit the remedies available to the trustee.

Upon an event of default for the CRR bonds under the indenture, the Securitization Law permits the trustee to enforce the security interest in the CRR property in accordance with the terms of the indenture. In this capacity, the trustee is permitted to request the West Virginia Commission to order the sequestration and payment to all CRR bondholders of any revenues arising from the CRR charges. There can be no assurance, however, that a West Virginia court would issue this order after an WPCo or APCo bankruptcy in light of the automatic stay provisions of Section 362 of the United States Bankruptcy Code. In that event, the trustee would be required to seek an order from the bankruptcy court lifting the automatic stay to permit this action by the West Virginia court, and an order requiring an accounting and segregation of the revenues arising from the CRR property. There can be no assurance that a court would grant either order.

Our collections will be commingled with the APCo issuing entity’s collections in a joint collection account, and you must rely on the intercreditor arrangements to allocate those funds correctly and on a timely basis.

The CRR bonds are being issued as part of a concurrent dual issuance and are secured by the same consumer rate relief property. WPCo will sponsor, and we will issue, the CRR bonds, and APCo will separately sponsor, and the APCo issuing entity will separately issue a series of consumer rate relief bonds. Unlike a stand-alone securitization, the estimated CRR charge collections, CRR charge collections and other amounts received

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with respect to our CRR property will not be deposited initially into an account held solely for your benefit. Instead, those amounts will be deposited into a joint collection account established and maintained jointly by us and the APCo issuing entity, into which the APCo issuing entity will deposit similar amounts collected under its own indenture. Funds in the joint collection account will be held by the securities intermediary for the benefit of a control agent acting on behalf of both our trustee and the APCo indenture trustee, and the control agent—not our trustee acting alone—will hold the right to control the disposition of funds in that account under the related account control agreement. Prior to a servicer default or an event of default under the indenture, funds in the joint collection account will be disbursed by the control agent at the direction of the servicers. Only after allocation will the WPCo transfer amount be transferred to the payment account held by our trustee and applied to make payments on the CRR bonds. The WPCo transfer amount consists of the funds on deposit in the joint collection account relating to our interest in that account, as determined by the servicers based on our share of the joint CRR charges established at each true-up adjustment, and if the amount on deposit in the joint collection account is insufficient to satisfy any payment required to be made directly from the joint collection account or the amounts owed on both our bonds and the APCo Bonds, the intercreditor agreement provides that the resulting shortfall will be borne by the two issuing entities on a pro rata basis according to the relative outstanding principal of our CRR bonds and the APCo Bonds. As a result, we may bear a share of a shortfall in the joint collection account even if the payment giving rise to the shortfall relates to the APCo Bonds, which would reduce the WPCo transfer amounts transferred to our payment account and could reduce the funds available to pay the CRR bonds.

In addition, APCo, as subservicer, will bill the CRR charges to the same retail customers from whom it collects charges for a prior APCo securitization and the APCo issuing entity’s share of the joint consumer rate relief charges, and APCo acts as a common collection agent for those charges. If a customer does not pay their bill in full, the CRR property intercreditor agreement requires the resulting shortfall to be allocated on a pro rata basis among those separate securitization charges based on the amounts then due and owing. Consequently, a payment shortfall or an allocation dispute affecting the collections of another securitization sharing these customers could reduce or delay the funds available to pay the CRR bonds, and you will depend on APCo’s proper performance of these allocation functions.

As a result, your investment depends not only on the collection of CRR charges from WPCo’s and APCo’s West Virginia Commission-jurisdictional area customers, but also on the proper and timely operation of the control agent and the CRR property intercreditor agreement in allocating and transferring funds from the joint collection account. A dispute regarding the allocation of funds, an administrative delay in effecting transfers, an error by the control agent, or the insolvency or default of the APCo issuing entity, the APCo servicer or the APCo indenture trustee could delay or reduce the funds available to make payments on the CRR bonds, even if WPCo’s own CRR charge collections are sufficient and are collected and remitted on a timely basis. The control agent generally disburses funds from the joint collection account in reliance on the payment instructions and calculations provided by the servicers and has no duty to independently verify them, so an error in the servicers’ reports could result in a misallocation of funds, and amounts transferred to our payment account in excess of the amount properly allocable to us as a result of such an error may be returned from the general subaccount to the joint collection account. Moreover, a servicer default or other event requiring the replacement of WPCo or APCo as a servicer could not be effected by our trustee acting alone; the intercreditor agreement requires our trustee, the APCo indenture trustee and the indenture trustee for a prior WPCo securitization, each acting at the written direction of the applicable bondholders under the applicable servicing agreement and indenture, to agree on any replacement servicer within a limited period, failing which any trustee may petition a court to appoint a successor servicer, which could delay a servicing transition and payments on the CRR bonds. In addition, our trustee’s first priority perfected security interest in the joint collection account is shared with the APCo indenture trustee and is subject to the terms of the CRR property intercreditor agreement, rather than being held solely for the benefit of the CRR bondholders. Any of these factors could cause delays in payment of principal of, or interest on, or losses on, the CRR bonds and could reduce the value of your investment.

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The CRR bonds are not cross-collateralized with the APCo Bonds.

Notwithstanding the use of a joint collection account, the CRR bonds are secured only by our bond collateral, which consists principally of the CRR property transferred to us by WPCo, the right to bill the CRR charges, the collections of the CRR charge with respect to the CRR property, and the funds allocated to us and held in the joint collection account, payment account and their respective subaccounts. Amounts in the joint collection account are allocated between us and the APCo issuing entity so that each issuing entity is entitled only to its respective share, and the APCo Bonds are secured by a separate estate of collateral under a separate indenture. Accordingly, the collateral securing the APCo Bonds is not available to make payments on the CRR bonds, and you should not assume that any shortfall in CRR charge collections available to pay the CRR bonds would be made up from collateral or collections attributable to the APCo Bonds. Conversely, our bond collateral and the collections allocated to us are not available to pay the APCo Bonds, and each trustee holds a security interest only in its own issuing entity’s share of the joint collection account. The interdependency between the two series of CRR bonds is therefore limited to the joint collection account and the pro rata allocation of any shortfall in that account described above, and does not extend to the separate CRR property securing each series.

OTHER RISKS ASSOCIATED WITH AN INVESTMENT IN THE CRR BONDS

WPCo’s indemnification obligations under the sale agreement and the servicing agreement, and APCo’s indemnification obligations under the servicing agreement, are limited and might not be sufficient to protect your investment in the CRR bonds.

WPCo is obligated under the sale agreement to indemnify us and the trustee, for itself and on behalf of the CRR bondholders, only in specified circumstances and will not be obligated to repurchase any CRR property in the event of a breach of any of its representations, warranties or covenants regarding the CRR property. Similarly, WPCo and APCo are each obligated under the servicing agreement to indemnify us, the independent managers and the trustee, for itself and on behalf of the CRR bondholders only in specified circumstances. Please read “The Sale Agreement” and “The Servicing Agreement” in this prospectus.

Neither the trustee nor the CRR bondholders will have the right to accelerate payments on the CRR bonds as a result of a breach under the sale agreement or servicing agreement, absent an event of default under the indenture governing the CRR bonds as described in “Description of the CRR Bonds—What Constitutes an Event of Default on the CRR bonds.” Furthermore, WPCo or APCo might not have sufficient funds available to satisfy its indemnification obligations under these agreements, and the amount of any indemnification paid by WPCo or APCo might not be sufficient for you to recover all of your investment in the CRR bonds. In addition, if WPCo or APCo becomes obligated to indemnify CRR bondholders, the ratings on the CRR bonds will likely be downgraded as a result of the circumstances causing the breach and the fact that CRR bondholders will be unsecured creditors of WPCo or APCo with respect to any of these indemnification amounts. Neither WPCo nor APCo will indemnify any person for any loss, damages, liability, obligation, claim, action, suit or payment resulting solely from a downgrade in the ratings on the CRR bonds, or for any consequential damages, including any loss of market value of the CRR bonds resulting from a default or a downgrade of the ratings of the CRR bonds. Please read “The Sale Agreement—WPCo’s Representations and Warranties” and “—WPCo’s Obligation to Indemnify Us and the Trustee and to Take Legal Action” in this prospectus.

The credit ratings are no indication of the expected rate of payment of principal on the CRR bonds.

We expect that the CRR bonds will receive credit ratings from at least two nationally recognized statistical rating organizations (“NRSRO”). A rating is not a recommendation to buy, sell or hold the CRR bonds. The ratings merely analyze the probability that we will repay the total principal amount of the CRR bonds at the final maturity date (which is later than the scheduled final payment date) and will make timely interest payments. The ratings are not an indication that the rating agencies believe that principal payments are likely to be paid on time according to the expected sinking fund schedule.

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Under Rule 17g-5 of the Exchange Act, NRSROs providing WPCo, as the sponsor, with the requisite certification will have access to all information posted on a website by WPCo for the purpose of determining the initial rating and monitoring the rating after the closing date in respect of the CRR bonds. As a result, an NRSRO other than the NRSRO hired by WPCo (the “hired NRSRO”) may issue ratings on the CRR bonds (“Unsolicited Ratings”), which may be lower, and could be significantly lower, than the ratings assigned by the hired NRSROs. The Unsolicited Ratings may be issued prior to, or after, the issuance date of the CRR bonds. Issuance of any Unsolicited Rating will not affect the issuance of the CRR bonds. Issuance of an Unsolicited Rating lower than the ratings assigned by the hired NRSRO on the CRR bonds might adversely affect the value of the CRR bonds and, for regulated entities, could affect the status of the CRR bonds as a legal investment or the capital treatment of the CRR bonds. Investors in the CRR bonds should consult with their legal counsel regarding the effect of the issuance of a rating by a non-hired NRSRO that is lower than the rating of a hired NRSRO. None of WPCo, us, the underwriters or any of their affiliates will have any obligation to inform you of any Unsolicited Ratings assigned after the date of this prospectus. In addition, if we or WPCo fail to make available to a non-hired NRSRO any information provided to any hired rating agency for the purpose of assigning or monitoring the ratings on the CRR bonds, a hired NRSRO could withdraw its ratings on the CRR bonds, which could adversely affect the market value of the CRR bonds and/or limit your ability to resell the CRR bonds.

The CRR bonds’ credit ratings might affect the market value of the CRR bonds.

A downgrading of the credit ratings on the CRR bonds might have an adverse effect on the market value of the CRR bonds. Credit ratings may change at any time. A NRSRO has the authority to revise or withdraw its rating based solely upon its own judgment.

We are issuing several tranches of the CRR bonds.

The financing order authorizes us to issue one or more tranches of CRR bonds. CRR charges collected by WPCo and APCo will be allocated among the tranches of CRR bonds as set forth in the expected sinking fund schedule and the priority of payments set forth under “Description of the CRR Bonds—How Funds in the Payment Account Will Be Allocated” in this prospectus. However, we cannot assure you that the existence of multiple tranches of CRR bonds would not cause reductions or delays in payment on your CRR bonds. In addition, some matters relating to the CRR bonds may require the vote of the CRR bondholders of all tranches of the CRR bonds. Your interests in these votes might conflict with the interests of the beneficial owners of CRR bondholders of another tranche and therefore these votes could result in an outcome that is materially unfavorable to you.

Alternatives to purchasing electricity through WPCo’s or APCo’s distribution facilities may be more widely utilized by customers in the future.

Broader use of distributed generation by WPCo’s or APCo’s West Virginia Commission-jurisdictional area customers may result from customers’ changing perceptions of the merits of utilizing existing generation technology or from technological developments resulting in smaller-scale, more fuel efficient, more environmentally friendly and/or more cost effective distributed generation. CRR charges, which generally are consumption based, are applied to all existing and future West Virginia Commission-jurisdictional area customers of WPCo and APCo (or their respective successors or assignees) that receive electric service within

the combined service territory of WPCo and APCo in the State of West Virginia.

The absence of a secondary market for the CRR bonds might limit your ability to resell the CRR bonds.

The underwriters for the CRR bonds might assist in resales of the CRR bonds, but they are not required to do so. A secondary market for the CRR bonds might not develop. If a secondary market does develop, it might not continue or it might not be sufficiently liquid to allow you to resell any of the CRR bonds. We do not anticipate that the CRR bonds will be listed on any securities exchange. Please read “Plan of Distribution” in this prospectus.

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You might receive principal payments for the CRR bonds later than you expect.

The amount and the rate of collection of the CRR charges for the CRR bonds, together with the related CRR charge adjustments, will generally determine whether there is a delay in the scheduled repayments of the CRR bonds principal. If a servicer collects the CRR charges at a slower rate than expected, it might have to request adjustments of the CRR charges. If those adjustments are not timely and accurate, you might experience a delay in payments of principal and interest and a decrease in the value of your investment in the CRR bonds. Please read “Description of the CRR Bonds” in this prospectus.

APCo is concurrently causing the issuance, by its subsidiary, of additional consumer rate relief bonds secured by the consumer rate relief property that includes consumer rate relief charges on both WPCo and APCo West Virginia Commission-jurisdictional area customers, and WPCo may cause the issuance, by another subsidiary or affiliated entity, of additional CRR bonds, or similar bonds, secured by additional similar property that includes a nonbypassable charge on WPCo customers, APCo customers or both.

The expected concurrent issuance by APCo or its subsidiary of additional consumer rate relief bonds, or any new issuance of CRR bonds, or similar bonds, by another subsidiary or affiliated entity of WPCo or APCo may include terms and provisions that would be unique to that particular issuance, and will be registered on separate registration statements or otherwise exempt from registration. WPCo has covenanted in the sale agreement that the satisfaction of the rating agency condition and the execution and delivery of an amendment or possible joinder to the intercreditor agreement are conditions precedent to the sale of additional consumer rate relief property or similar property consisting of nonbypassable charges payable by customers comparable to the CRR property to another subsidiary or affiliated entity. Please read “The Sale Agreement—WPCo’s Covenants” in this prospectus.

In the event a customer does not pay in full all amounts owed under any bill, including CRR charges, WPCo, as initial servicer, and APCo, as subservicer, are required to allocate any resulting shortfalls in the collection of consumer rate relief charges ratably based on the amounts of CRR charges owed in respect of the CRR bonds, and amounts owed in respect of additional CRR bonds, or similar bonds. However, if a dispute arises with respect to the allocation of such consumer rate relief charges or other delays occur on account of the administrative burdens of making such allocation, we cannot assure you that any new issuance of CRR bonds, or similar bonds, by another subsidiary or affiliated entity of WPCo or APCo would not cause reductions or delays in payment of principal and interest on your CRR bonds.

WPCo’s and APCo’s operations are subject to risks beyond its control, including cyber-security intrusions, terrorist attacks or other catastrophic events, which could limit WPCo’s operations and ability to service the CRR property.

Each of WPCo and APCo operates in an industry that requires the use of sophisticated information technology systems and network infrastructure, which control an interconnected system of generation, distribution, and transmission systems shared with third parties. WPCo’s and APCo’s continued efforts to integrate, consolidate, and streamline its operations have also resulted in increased reliance on current and recently completed projects for technology systems, including but not limited to, a customer information and billing system, automated meter reading systems, and other similar technological tools and initiatives.

WPCo and APCo have been subject to attempted cyberattacks from time to time, but these attacks have not had a material impact on its system or business operations. A successful physical or cyber-security intrusion may occur despite WPCo’s and APCo’s security measures or those that it requires its vendors to take, which include compliance with reliability standards and critical infrastructure protection standards. Despite the implementation of security measures, all assets and systems are potentially vulnerable to disability, failures, or unauthorized access due to physical or cyber-security intrusions caused by human error, vendor bugs, terrorist attacks, or other

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malicious acts. If WPCo’s or APCo’s assets or systems were to fail, be physically damaged, or be breached, and were not recovered in a timely manner, WPCo and APCo may be unable to perform critical business functions, including the distribution of electricity and the metering and billing of customers, all of which could materially affect WPCo’s or APCo’s ability to bill and collect CRR charges or otherwise service the CRR property.

If the investment of collected CRR charges and other funds held in the joint collection account or by the trustee in the payment account results in investment losses or the investments become illiquid, you may receive payment of principal and interest on the CRR bonds later than you expect.

Funds held in the joint collection account and by the trustee in the payment account will be invested in eligible investments at the written direction of the servicers. Eligible investments include money market funds having a rating from Moody’s and S&P of “Aaa-mf” and “AAAm,” respectively. Although investments in these money market funds have traditionally been viewed as highly liquid with a low probability of principal loss, illiquidity and principal losses have been experienced by investors in certain of these funds as a result of disruptions in the financial markets in recent years. If investment losses or illiquidity is experienced, you might experience a delay in payments of principal and interest on the CRR bonds and a decrease in the value of your investment in the CRR bonds.

Regulatory provisions affecting certain investors could adversely affect the liquidity and the regulatory treatment of investments in the CRR bonds.

Investors should be aware, and in some cases are required to be aware, of certain restrictions and obligations with regard to any securitisation (as such term is defined for purposes of the relevant legislation) imposed:

The EU Due Diligence Requirements apply to institutional investors (as defined in the EU Securitization Regulation), being (subject to certain conditions and exceptions) (a) institutions for occupational retirement provision; (b) credit institutions (as defined in Regulation (EU) No 575/2013, as amended (the “CRR”)); (c) alternative investment fund managers who manage and/or market alternative investment funds in the EU; (d) investment firms (as defined in the CRR); (e) insurance and reinsurance undertakings; and (f) management companies of UCITS funds (or internally managed UCITS); and the EU Due Diligence Requirements apply also to certain consolidated affiliates of such credit institutions and investment firms. Each such institutional investor and each relevant affiliate is referred to herein as an “EU Institutional Investor”.

The UK Due Diligence Requirements apply to institutional investors (as defined in the UK Securitization Framework) being (subject to certain conditions and exceptions): (a) insurance undertakings and reinsurance undertakings as defined in the FSMA; (b) trustees or managers of an occupational pension scheme as defined in the FSMA, and certain fund managers appointed under the Pensions Act 1995 in respect of such schemes;

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(c) alternative investment fund managers as defined in the Alternative Investment Fund Managers Regulations 2013 with permission under Part 4A of the FSMA (in respect of managing an AIF), who market or manage alternative investment funds in the UK (and additionally, small registered UK AIFMs as defined in the Alternative Investment Fund Managers Regulations 2013); (d) UCITS as defined in the FSMA, which are authorised open ended investment companies as defined in the FSMA, and management companies as defined in the FSMA; (e) FCA investment firms as defined in Regulation (EU) No 575/2013 as it forms part of UK domestic law and as amended (the “UK CRR”); and (f) CRR firms as defined in the UK CRR; and the UK Due Diligence Requirements apply also to certain consolidated affiliates of such CRR firms. Each such institutional investor and each relevant affiliate is referred to herein as a “UK Institutional Investor”.

EU Institutional Investors and UK Institutional Investors are referred to together as “Institutional Investors”; and a reference to the applicable EU Due Diligence Requirements and the UK Due Diligence Requirements (together and for the purposes of this section, the “Due Diligence Requirements”) means, in relation to an Institutional Investor, as the case may be, the Due Diligence Requirements to which such Institutional Investor is subject. In addition, for the purpose of the following paragraph, a reference to a “third country” means (a) in respect of an EU Institutional Investor and the EU Securitization Regulation, a country other than an EU Member State, or (b) in respect of a UK Institutional Investor and the UK Securitization Framework, a country other than the UK.

The applicable Due Diligence Requirements restrict an Institutional Investor from investing in a securitisation unless:

The applicable Due Diligence Requirements further require that an Institutional Investor carry out a due diligence assessment which enables it to assess the risks involved prior to investing, including but not limited to

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the risk characteristics of the individual investment position and the underlying assets and all the structural features of the securitisation that can materially impact the performance of the investment. In addition, pursuant to the applicable Due Diligence Requirements, while holding an exposure to a securitisation, an Institutional Investor is subject to various monitoring obligations in relation to such exposure, including but not limited to: (a) establishing appropriate written procedures to monitor compliance with the due diligence requirements and the performance of the investment and of the underlying assets; (b) performing stress tests on the cash flows and collateral values supporting the underlying assets; (c) ensuring internal reporting to its management body; and (d) being able to demonstrate to its competent authorities, upon request, that it has a comprehensive and thorough understanding of the investment and underlying assets and that it has implemented written policies and procedures for the risk management and as otherwise required by the applicable Due Diligence Requirements.

If a Competent Authority for an Institutional Investor determines that such Institutional Investor failed to comply with the applicable Due Diligence Requirements in respect of an investment in a securitisation, including as a result of non-compliance with (a) the applicable EU Retention Requirements and/or UK Retention Requirements or (b) the applicable EU Transparency Requirements and/or UK Transparency Requirements, such Institutional Investor is liable to penalties and, if it is subject to regulatory capital requirements, a punitive regulatory capital charge with respect to such securitisation position.

Neither we nor WPCo nor any other party to the transactions described in this prospectus, intends, at any time, to retain a material net economic interest in such transactions, or to take any other action with regard to such transactions, in a manner prescribed or contemplated by the Securitization Regulations. In particular, no such party undertakes to take any action, or refrain from taking any action, for purposes of, or in connection with, compliance by any prospective investor (or any other Person) with any applicable requirement thereof.

Neither we nor WPCo nor any other party to the transactions described in this prospectus, nor our or each of their respective affiliates, corporate officers or professional advisers or any other person makes any representation, warranty or guarantee that any such information and in any reports provided to investors in relation to this transaction is sufficient for the purposes of complying with the Due Diligence Requirements and no such person shall have any liability to any prospective investor or any other person with respect to the insufficiency of such information or any failure of the transactions contemplated hereby to satisfy or otherwise comply with the Securitization Regulations or any other legal, regulatory or other requirements, and no such person shall have any liability to any prospective investor with respect to any deficiency in such information or any failure of the transactions or structure contemplated hereby to comply with or otherwise satisfy such requirements.

Consequently, the CRR bonds may not be a suitable investment for an Institutional Investor. As a result, the price and liquidity of the CRR bonds in the secondary market may be adversely affected.

With respect to the Securitization Regulations, each prospective investor in the CRR bonds is required to independently assess and determine whether the information provided herein (including in respect of the structural features of the transaction) and in any reports provided to investors in relation to this transaction are sufficient to comply with the Securitization Regulations or any other regulatory requirement. Neither we, nor WPCo nor any other party to the transactions, nor our or their respective affiliates or any other person makes any representation, warranty or guarantee that any such information or structure is sufficient for such purposes or any other purpose and no such person shall have any liability to any prospective investor or any other person with respect to the insufficiency of such information or structure or any failure of the transactions contemplated hereby to satisfy the requirements of the Securitization Regulations or any other regulatory requirement. Each prospective investor in the CRR bonds which is subject to the Due Diligence Requirements of the Securitization Regulations or any other regulatory requirement should consult with its own legal, accounting and other advisors and/or its national regulator to determine whether, and to what extent, such information or structure is sufficient for such purposes and any other requirements of which it is uncertain.

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REVIEW OF CRR PROPERTY

Pursuant to the rules of the SEC, WPCo, as sponsor, has performed, as described below, a review of the CRR property underlying the CRR bonds. As required by these rules, the review was designed and effected to provide reasonable assurance that disclosure regarding the CRR property is accurate in all material respects. WPCo did not engage a third party in conducting its review. The CRR bonds will be secured under the indenture by the CRR bond collateral. The principal asset of the CRR bond collateral is the CRR property. The CRR property is an existing, present property right authorized and created pursuant to the Securitization Law and an irrevocable financing order. The CRR property includes (a) the irrevocable right to impose, charge, and collect CRR charges in amounts sufficient to pay the scheduled principal of and interest on the CRR bonds and the related ongoing financing costs, (b) the right to obtain adjustments to the CRR charges as provided in the financing order, and (c) any revenues, receipts, collections, rights to payment, payments, money, claims, or other proceeds arising from the rights and interests created under the financing order. The CRR charges are nonbypassable and may not be avoided by any West Virginia retail customer and must be paid by any such customer that receives service from WPCo or APCo (or their successors) for so long as the CRR bonds are outstanding and notwithstanding any change in West Virginia law regarding the ability of retail customers to choose a generation or transmission provider other than WPCo or APCo.

CRR charges will be added to each customer’s bill as a separate line item. During the 12 months ended December 31, 2025:

The CRR property is not a static pool of receivables or assets. CRR charges authorized in the financing order are irrevocable and not subject to reduction, alteration or impairment by further action of the West Virginia Commission until the related consumer rate relief bonds and all approved financing costs are paid in full, except that CRR charges are subject to the true-up adjustment mechanism to correct for over-collections and under-collections and otherwise ensure the projected recovery amounts sufficient to provide for the full and timely payment of the scheduled principal of and interest on the CRR bonds and the related ongoing financing costs. There is no cap on the level of CRR charges that may be imposed on retail customers to meet the scheduled principal of and interest on the CRR bonds and the related ongoing financing costs. Any revenues and collections resulting from CRR charges provided for in the financing order are part of the CRR property. The CRR property is described in more detail under “Description of the CRR Property” in this prospectus.

In the financing order, the West Virginia Commission, among other things:

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Please read “The Securitization Law” and “The Financing Order” in this prospectus for more information.

The characteristics of CRR property are unlike the characteristics of assets underlying mortgage and other commercial asset securitizations because CRR property is a creature of statute and state regulatory commission proceedings. Because the nature and characteristics of the CRR property and many elements of the CRR bonds securitization are set forth and constrained by the Securitization Law, WPCo, as sponsor, does not select the assets to be securitized in ways common to many securitizations. Moreover, the CRR bonds do not contain origination or underwriting elements similar to typical mortgage or other loan transactions involved in other forms of asset-backed securities. Under the Securitization Law and the financing order, the CRR charges are nonbypassable and may not be avoided by any West Virginia retail customer and must be paid by any such customer that receives service from WPCo or APCo (or their successors) for so long as the CRR bonds are outstanding. Please read “The CRR Charges” in this prospectus. Because the CRR charges are assessed against all such customers and the true-up adjustment mechanism adjusts, without any caps, to correct for undercollections (including the impact of customer defaults) and overcollections, the collectability of the CRR charges is not ultimately dependent upon the credit quality of particular WPCo customers, as would be the case in the absence of the true-up adjustment mechanism.

The review by WPCo of the CRR property underlying the CRR bonds has involved a number of discrete steps and elements as described in more detail below. First, WPCo has analyzed and applied the securitization provisions of the Securitization Law’s requirements for securitization of consumer rate relief costs in its application to the West Virginia Commission for a financing order, and in seeking the West Virginia Commission’s issuance of the financing order, with respect to the characteristics of the CRR property to be created pursuant to the Securitization Law and the financing order. WPCo worked with its counsel in preparing the application for a financing order and with the West Virginia Commission on the terms of the financing order. Moreover, WPCo worked with its counsel and counsel to the underwriters in preparing the legal agreements that provide for the terms of the CRR bonds and the security for the CRR bonds. WPCo has analyzed economic issues and practical issues for the scheduled payment of the CRR bonds.

In light of the unique nature of the CRR property, WPCo has taken (or prior to the offering of the CRR bonds, will take) the following actions in connection with its review of the CRR property and the preparation of the disclosure for inclusion in this prospectus describing the CRR property, the CRR bonds and the proposed securitization:

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In connection with the preparation of such models, WPCo:

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As a result of this review, WPCo has concluded that:

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DESCRIPTION OF THE CRR PROPERTY

Creation of CRR Property; Financing Order

In accordance with the Securitization Law, the financing order created a single “consumer rate relief property” that is jointly owned by WPCo and APCo. Such consumer rate relief property grants each of WPCo and APCo the right to impose, charge and collect consumer rate relief charges in amounts necessary to recover all principal and interest on the bonds issued by the respective issuing entity plus the related ongoing financing costs incurred by or allocable to each issuing entity. WPCo’s interest in such consumer rate relief property created pursuant to the financing order and under the Securitization Law and transferred, sold, conveyed or assigned to us pursuant to the sale agreement, including the right to impose, charge, and collect CRR charges authorized in the financing order, the right to obtain adjustments to those CRR charges as provided in the financing order, and any revenues, receipts, collections, rights to payment, payments, moneys, claims, or other proceeds arising from the rights and interests of WPCo created under the financing order collectively constitute the CRR property. The CRR bonds will be secured by the CRR property, as well as the other collateral described under “Description of the CRR Bonds—The Security for the CRR Bonds.”

In addition to the right to impose, charge, and collect CRR charges, the financing order:

A form of issuance advice letter and a form of tariff rider (such rider referred to herein as the “CRRC Schedule”) are attached to the financing order. Following the determination of the final terms of the CRR bonds, the applicants, as servicers, will jointly complete and file the issuance advice letter with the West Virginia Commission no later than the end of the first business day after the pricing date of the CRR bonds. The issuance advice letter will report the final structure and terms of the CRR bonds, provide the best available estimate of total ongoing financing costs, and set forth the actual dollar amount of the initial CRR charges, as described below under “The Financing Order—Issuance Advice Letter.” The West Virginia Commission’s review of the issuance advice letter will be limited to the arithmetic accuracy of the calculations and compliance with the Securitization Law, the financing order, and the specific requirements set forth in the issuance advice letter. The initial CRR charges and the final terms of the CRR bonds set forth in the issuance advice letter will become effective on the date of issuance of the CRR bonds unless, prior to noon on the fourth business day after the West Virginia Commission receives the issuance advice letter, the West Virginia Commission issues a disapproval order.

CRRC Schedule; CRR Charges

The CRRC Schedule establishes the initial CRR charges. It also implements the procedures for periodic adjustments to the CRR charges, the payment of CRR charges, and the procedures allowing each of WPCo and APCo, as servicers, to reconcile the amount of CRR charge remittances with the periodic payment requirement. The CRR charges are nonbypassable and may not be avoided by any West Virginia retail customer and must be paid by any such customer that receives service from WPCo or APCo (or their successors) for so long as the CRR bonds are outstanding. Please read “The Securitization Law—CRR Charges Are Nonbypassable” in this prospectus.

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For purposes of billing CRR charges, each customer will be designated as a customer belonging to one of the CRR Revenue Groups, and the CRR charges will be allocated among the CRR Revenue Groups, in the manner set forth in the financing order. Accordingly, WPCo and APCo will initially allocate the CRR charges among the CRR Revenue Groups as follows:

CRR Revenue Groups

1. APCo Revenue Groups

2. WPCo Revenue Groups

3. Combined Revenue Groups

The financing order provides that the allocation percentages established for the CRR Revenue Groups will remain in effect for all future standard true-up adjustments unless and until modified pursuant to a nonstandard true-up adjustment. Upon the occurrence of a significant change from historical conditions of operation, the servicers must jointly file for a nonstandard true-up adjustment with the West Virginia Commission to reallocate the CRR charges among the CRR Revenue Groups. For this purpose, a significant change is deemed to have occurred if the applicants collectively experience or project an increase or decrease of ten percent or more in the billing determinants that are the basis for the allocation factor for any CRR Revenue Group, calculated by comparing the revised forecasted allocator for that group against the then-applicable threshold forecasted allocator. Please read “The Servicing Agreement—CRR Charge Adjustment Process” in this prospectus.

The nonbypassable charge applicable to each CRR Revenue Group for any period will be determined based on the allocation percentage of such class and the periodic billing requirement, which includes the amount necessary to make payments on the CRR bonds and pay ongoing financing costs for the related period, and the

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most recent forecast of billing determinants for that class. The periodic billing requirement represents the aggregate dollar amount of the CRR charges that must be billed during the period so that the projected CRR charge collections will be sufficient to meet, on a timely basis, the entire aggregate periodic payment requirement for that period, based upon: (a) forecasted usage data for the period; (b) forecasted uncollectibles for the period; and (c) projected lags in the collection of billed CRR charges for the period. In the true-up process, the over-collection or under-collection from any prior period will be added to or subtracted from, as the case may be, the periodic billing requirement for the upcoming period.

The true-up adjustment methodology approved in the financing order requires that any delinquencies or under-collections, regardless of the customer class in which they arise, are reflected in the cumulative difference between the periodic payment requirement and actual collections and are taken into account in the application of the true-up mechanism.

The CRR charges will be calculated to recover the periodic payment requirement for the CRR bonds, including the financing costs (consisting of the remaining upfront financing costs and ongoing financing costs), and will be allocated among the CRR Revenue Groups in accordance with the cost classification and allocation methodology approved in the financing order. The CRR charges for each class will then be determined using the most recent forecast of billing determinants for that class, consistent with the tariff and true-up methodology approved in the financing order.

The initial CRR charge would represent approximately    % of the total bill for a typical 1,000 kWh/month West Virginia Commission-jurisdictional area customer as of    , 20 .

Billing and Collection Terms and Conditions

WPCo and APCo each bills its customers, on average, every business day based on a 21-day cycle. Residential and most commercial customers are billed in established cycles, with the total number of days between meter readings ranging from 28 to 30 days. Commercial and industrial customers with more complex billing arrangements (normally dictated by contractual terms) are manually billed on a calendar month basis.

CRR charges will be collected by the servicers. The servicers will remit CRR charge collections to the joint collection account under the terms of the indenture, the servicing agreement, and the intercreditor agreements. On each servicer business day, each servicer will remit to the joint collection account the CRR charge payments estimated to have been received on that day (based on the billed CRR charges and the weighted average days outstanding then in effect, reduced by the system-wide charge-off percentage), subject to subsequent reconciliation with actual customer receipts, in accordance with the procedures described below under “The Servicing Agreement —Remittances to Joint Collection Account.”

So long as the intercreditor agreements are in effect, each of WPCo and APCo will allocate, or cause to be allocated, amounts owed to us and the other recipients of remittances described therein in accordance with the terms of the intercreditor agreements. Any amounts collected by WPCo or APCo, as applicable, that represent partial payments of: (a) if any intercreditor agreement remains in effect, the portion of the customer bill allocable to CRR charges pursuant to the terms of such intercreditor agreement; or (b) otherwise, the amount paid by a customer will be applied to all charges on such customer’s bill, including without limitation electric service charges and all consumer rate relief charges (under the financing order or future financing orders) and all similar securitization charges, based, as to a bill with charges covering more than one month, on the chronological order of billing, and, as to those charges with the same billing date, on a pro-rata basis. In addition, subject to any applicable intercreditor agreements, in the event WPCo sponsors future offerings of CRR bonds or other securitization bonds, partial collections representing CRR charges and any other similar securitization charges shall be allocated among all such securitization bonds on a pro-rata basis based upon the amounts billed with respect to each issuance of securitization bonds.

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THE SECURITIZATION LAW

Overview

In 2023, the West Virginia Legislature enacted legislation authorizing the securitization of certain utility costs (referred to herein as the “Securitization Law”), establishing a financing mechanism through which WPCo and APCo can use securitization financing for consumer rate relief costs by issuing “consumer rate relief bonds.” The consumer rate relief bonds must be approved in a financing order issued by the West Virginia Commission. The Securitization Law is codified at W. Va. Code § 24-2-4h. A qualifying utility subject to the jurisdiction of the West Virginia Commission must apply to, and obtain a financing order from, the West Virginia Commission in order to be authorized to issue consumer rate relief bonds. Under the Securitization Law, a qualifying utility includes an affiliated electric utility, such as APCo, that has applied jointly for and receives a financing order.

WPCo and APCo jointly, as a collective qualifying utility, applied for a financing order under the Securitization Law, which was issued on March 31, 2026. The original financing order became final and no longer subject to appeal on April 30, 2026. The July 21, 2026 order that modified the original financing order became final and no longer subject to appeal on August 20, 2026.

Under the Securitization Law and the financing order, WPCo’s and APCo’s West Virginia Commission-jurisdictional area customers will pay CRR charges, which are nonbypassable charges included in their charges for electric service. CRR charges will fund the payment of principal of and interest on the CRR bonds, together with related ongoing financing costs. CRR charges will be collected from WPCo customers by WPCo, as initial servicer, or its successor or assignee, and from APCo customers by APCo, as initial subservicer, or its successor or assignee, in each case as provided for in the financing order. CRR charges are required to be reviewed and adjusted at least annually, and more frequently as provided in the financing order, to correct overcollections or undercollections and otherwise to ensure the projected recovery of amounts sufficient to provide for the full and timely payment of the scheduled principal of and interest on the CRR bonds and related ongoing financing costs.

WPCo and Other Qualifying Utilities May Securitize Consumer Rate Relief Costs and Related Financing and Ongoing Costs

We May Issue CRR Bonds to Recover WPCo’s Consumer Rate Relief Costs.

Under the Securitization Law, the West Virginia Commission may issue financing orders approving the issuance of consumer rate relief bonds, such as the CRR bonds, to recover certain costs of WPCo, including the eligible costs to be securitized (which may include environmental control costs, expanded net energy costs, storm recovery costs, and undepreciated generation utility plant balances) and the related upfront and ongoing financing costs associated with the issuance of the CRR bonds. WPCo, its successors, or an assignee may issue consumer rate relief bonds. The Securitization Law requires the proceeds of the consumer rate relief bonds to be used for the recovery of the eligible costs to be securitized that occasioned their issuance, including the retirement of related debt or equity, and for no other purpose. The CRR bonds are secured by and payable from the CRR property, which includes the right to impose, charge, and collect the CRR charges, the right to obtain adjustments to those charges as provided in the financing order, and any revenues, receipts, collections, rights to payment, payments, money, claims, or other proceeds arising from the rights and interests created under the financing order. Under the financing order, the latest scheduled final payment date of any series of CRR bonds is required to be no later than 33 years from the date of issuance of such series, and the latest legal final maturity date is required to be no later than 35 years after issuance of such series; the legal final maturity date of each tranche is later than the scheduled final payment date for such tranche.

Under the financing order, the CRR charges generally are to be allocated among the CRR Revenue Groups in accordance with the cost classification and allocation methodology approved in the financing order. CRR charges can be imposed only when and to the extent that CRR bonds are issued.

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The Securitization Law contains a number of provisions designed to facilitate the securitization of consumer rate relief costs and related upfront and ongoing financing costs.

Creation of CRR Property.

As authorized by the Securitization Law, and provided by the financing order, the CRR property is approved and, upon its transfer to us, the CRR property will be created and will consist of (a) the property rights and interests of WPCo, or an assignee, under the financing order, including the right to impose, charge, and collect the CRR charges that will be used to pay and secure the payment of CRR Bonds and financing costs authorized in the financing order and the right to obtain adjustments to those charges as provided in the financing order, and (b) any revenues, receipts, collections, rights to payment, payments, money, claims, or other proceeds arising from the rights and interests created under the financing order. The creation of the CRR property is conditioned upon, and will be simultaneous with, the sale or other transfer of the CRR property to us and the pledge of the CRR property to secure the CRR bonds, in connection with the issuance of the CRR bonds.

A Financing Order is Irrevocable.

A financing order, once effective, together with the consumer rate relief charges authorized in such financing order, is irrevocable and not subject to amendment or modification by the West Virginia Commission, except for true-up adjustments pursuant to the Securitization Law in order to correct over-collections or under-collections and to ensure the projected recovery of amounts sufficient to provide full and timely payment of debt service and all other upfront and ongoing financing costs in connection with the related consumer rate relief bonds. Although a financing order is irrevocable, the Securitization Law permits the West Virginia Commission, upon petition or upon its own motion, to commence a proceeding and issue a subsequent financing order providing for the retiring and refunding of CRR bonds issued under the financing order, if the West Virginia Commission finds that the subsequent financing order satisfies the statutory requirements and does not violate the terms of the outstanding CRR bonds.

State of West Virginia and West Virginia Commission Pledges.

The State of West Virginia has pledged in the Securitization Law, for the benefit and protection of the CRR bondholders, assignees, and financing parties, that it will not take or permit any action that impairs the value of the CRR property, or revises the consumer rate relief costs for which recovery is authorized under the financing order, or, except pursuant to the true-up adjustments discussed in “The Financing Order—True-Ups” and “The Servicing Agreement—CRR Charge Adjustment Process,” reduce, alter, or impair the CRR charges to be imposed, charged, collected, or remitted for the benefit of the CRR bondholders, assignees, and financing parties, until the principal of, interest on, and redemption premium (if any) in respect of the CRR bonds, all financing costs, and all amounts to be paid to an assignee or financing party under an ancillary agreement have been paid or performed in full. We are authorized to include this pledge in the documentation relating to the CRR bonds. Please read “Risk Factors—Risks Associated with Potential Judicial, Legislative or Regulatory Actions” in this prospectus.

The West Virginia Commission is a state agency created and continued under Chapter 24 of the West Virginia Code and has jurisdiction over WPCo. As expressly provided in the financing order, the financing order is irrevocable, and, except for changes made pursuant to the formula-based true-up adjustment mechanism authorized in the financing order, the West Virginia Commission may not impair, postpone or terminate the CRR charges approved in the financing order, or impair the CRR property or the collection of the CRR charges or the recovery of the total securitized costs (including upfront financing costs) and ongoing financing costs, until the CRR bonds and the related financing costs have been paid in full. No adjustment through the true-up adjustment mechanism will affect the irrevocability of the financing order. Please read “Risk Factors—Risks Associated with Potential Judicial, Legislative or Regulatory Actions” in this prospectus.

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The electorate of the State of West Virginia does not have the power to enact new laws, constitutional amendments or repeal existing laws. The West Virginia Constitution vests the power to enact or repeal laws solely in the Legislature. Thus, absent an amendment of the West Virginia Constitution to provide for such rights, the Securitization Law cannot be amended or repealed by direct action of the electorate of the State of West Virginia.

Constitutional Matters

To date, no federal or West Virginia cases addressing the repeal or amendment of the Securitization Law or securitization provisions analogous to those contained in the Securitization Law have been decided. There have been cases in which federal courts have applied the Contract Clause of the United States Constitution to strike down legislation regarding similar matters (such as legislation reducing or eliminating taxes, public charges or other sources of revenues servicing other types of bonds issued by public instrumentalities or private issuers) or otherwise substantially impairing or eliminating the security for bonds or other indebtedness. However, while West Virginia courts apply the Contract Clause of the West Virginia Constitution set forth in West Virginia Constitution Art. III, § 4 in a similar manner to the Contract Clause of the United States Constitution, West Virginia courts have not addressed the Contract Clause of the West Virginia Constitution in the context of similar utility securitizations, leaving the federal Contract Clause as the better-tested constitutional contract clause challenge to any legislation that substantially impairs private contractual rights with respect to the CRR bonds.

Based upon this case law, Sidley Austin LLP, as counsel to WPCo and us, with respect to the Contract Clause of the United States Constitution, and Steptoe & Johnson PLLC, as West Virginia counsel to WPCo and us, with respect to the Contract Clause of the West Virginia Constitution, expect to deliver opinions prior to the closing of the offering of the CRR bonds described in this prospectus to the effect that, for the purposes of the Contract Clause of the United States Constitution and the Contract Clause of the West Virginia Constitution, respectively, the state pledge described above unambiguously indicates the State of West Virginia’s intent to be bound with the holders of the CRR bonds and, subject to all of the qualifications, limitations and assumptions set forth in their opinions, supports the conclusion that, for the purposes of the Contract Clause of the United States Constitution and the Contract Clause of the West Virginia Constitution, respectively, the state pledge constitutes a binding contractual relationship between the State of West Virginia and the holders of the CRR bonds.

Subject to all of the qualifications, limitations and assumptions set forth in such opinion, including that any impairment of the contract be “substantial,” (a) the opinion of Sidley Austin LLP with respect to the Contract Clause of the United States Constitution is expected to state that a reviewing court of competent jurisdiction would conclude that, absent a demonstration by the State of West Virginia that the same is necessary to further a significant and legitimate public purpose, the holders of the CRR bonds could successfully challenge under the Contract Clause of the United States the constitutionality of any action by the West Virginia legislature which becomes law and any action of a legislative character of the West Virginia Commission, including any action to rescind or amend the financing order, provided that such action is determined by such court to limit, alter, impair or reduce the value of the CRR charges or CRR property or otherwise cause an impairment of the terms of the CRR bonds or the rights and remedies of the holders of the CRR bonds prior to the time that the CRR bonds are fully paid and discharged, and (b) the opinion of Steptoe & Johnson PLLC with respect to the Contract Clause of the West Virginia Constitution is expected to state that a reviewing West Virginia court of competent jurisdiction would conclude that the state pledge constitutes a contractual relationship which provides a basis for the holders of the CRR bonds to successfully challenge under the Contract Clause of the West Virginia Constitution any action by the legislature of the State of West Virginia and any action of a legislative character by the West Virginia Commission, including any action to rescind or amend the financing order, provided that such action violates the state pledge in a manner that substantially impairs or would substantially impair the value of the CRR charges or CRR property prior to the time that the CRR bonds are paid and performed in full, unless the action is a proper exercise of the State of West Virginia’s police power and the adjustment of the rights and responsibilities with respect to the CRR bonds are based upon reasonable conditions and of a character appropriate to the public purpose justifying the action.

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In addition, any action of the West Virginia legislature adversely affecting the CRR property or the ability to collect CRR charges may be considered a “taking” under the United States or West Virginia Constitutions. Sidley Austin LLP has advised us that it is not aware of any federal court cases, and Steptoe & Johnson PLLC has advised us that it is not aware of any West Virginia court cases, addressing the applicability of the Takings Clause of the United States or West Virginia Constitution, respectively, in a situation analogous to an amendment or repeal of the Securitization Law. It is possible that a court would decline even to apply a Takings Clause analysis to a claim based on an amendment or repeal of the Securitization Law because such court might determine that a Contract Clause analysis rather than a Takings Clause analysis should be applied. Accordingly, while the application is uncertain (a) assuming applicable courts would apply a Takings Clause analysis under the Takings Clause of the United States Constitution, the opinion of Sidley Austin LLP is expected to state that, under the Takings Clause of the United States Constitution, the State of West Virginia would be required to pay just compensation to holders of the CRR bonds if the State of West Virginia, including through a legislative action of the West Virginia Commission, repealed or amended the Securitization Law or took any other action in contravention of the state pledge and doing so (i) constituted a permanent appropriation of a substantial property interest of the holders of the CRR property or denied all economically productive use of the CRR property, (ii) destroyed the CRR property other than in response to emergency conditions, or (iii) substantially impaired the value of the CRR property or the CRR charges (other than as contemplated under the formula-based true-up mechanism authorized by the Securitization Law and the financing order) so as to unduly interfere with the reasonable expectations of the holders of the CRR bonds arising from their investments in the bonds and (b) although there is an absence of judicial precedent directly on point, and assuming applicable West Virginia courts would apply a Takings Clause analysis under the Takings Clause of the West Virginia Constitution, the opinion of Steptoe & Johnson PLLC is expected to state that, under the Takings Clause of the West Virginia Constitution, a reviewing West Virginia court of competent jurisdiction would hold that the state would be required to pay just compensation to holders of the CRR bonds if the state of West Virginia, including through a legislative action of the West Virginia Commission, repealed or amended the Securitization Law or took any other action in contravention of the state pledge and doing so (i) constituted a permanent appropriation of a substantial property interest of the holders of the CRR bonds in the CRR property or denied all economically productive use of the CRR property, (ii) destroyed the CRR property other than in response to emergency conditions, or (iii) substantially impaired the value of the CRR property or the CRR charges (other than as contemplated under the formula-based true-up mechanism authorized by the Securitization Law and the financing order) so as to unduly interfere with the reasonable expectations of the holders of the CRR bonds arising from their investments in the bonds. In examining whether action of the West Virginia legislature amounts to a regulatory taking, both federal and state courts may consider the character of the governmental action, the economic impact of the governmental action on the holders of the CRR bonds, and the extent to which the governmental action interferes with distinct investment-backed expectations. There is no assurance, however, that any such award of compensation would be sufficient to pay the full amount of principal and interest on the CRR bonds.

In connection with the foregoing, Sidley Austin LLP has advised us that issues relating to the Contract and Takings Clauses of the United States Constitution, and Steptoe & Johnson PLLC has advised us that issues relating to the Contract and Takings Clauses of the West Virginia Constitution, are typically analyzed on a case-by-case basis and that the courts’ determinations, in most cases, are usually strongly influenced by the facts and circumstances of the particular case. Each has further advised us that there are no reported controlling judicial precedents that are directly on point. The opinions described above will be subject to the qualifications included in them. The degree of impairment necessary to meet the standards for relief under a Takings Clause analysis or Contract Clause analysis could be substantially in excess of what a holder of the CRR bonds would consider material.

In addition, Steptoe & Johnson PLLC expects to render an opinion prior to the closing of the offering of the CRR bonds described in this prospectus to the effect that the Securitization Law was duly enacted by the West Virginia legislature in accordance with all applicable laws of the State of West Virginia, is in full force and effect, and Steptoe & Johnson PLLC is unaware of any pending appeal or litigation challenging the validity of the Securitization Law.

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We and WPCo will file a copy of each of the Sidley Austin LLP and Steptoe & Johnson PLLC opinions as exhibits to an amendment to the registration statement of which this prospectus is a part or to one of our periodic filings with the SEC.

For a discussion of risks associated with potential judicial, legislative or regulatory actions, please read “Risk Factors—Risks Associated with Potential Judicial, Legislative or Regulatory Actions” in this prospectus.

The West Virginia Commission May Adjust CRR Charges and CRR Revenue Group Allocations

The Securitization Law authorizes the West Virginia Commission to provide, and the West Virginia Commission has provided, in the financing order, that CRR charges be adjusted at least annually. The purposes of these true-up adjustments are:

True-up adjustments will additionally be applied semi-annually (and, beginning 12 months prior to the last scheduled final payment date of the last maturing tranche, quarterly) if a servicer forecasts a shortfall in CRR charge collections to ensure the amount of CRR charges collected is sufficient to make all scheduled payments of principal of and interest on the CRR bonds and ongoing financing costs on a timely basis, including to replenish draws on the capital subaccount.

In addition to these annual, semi-annual and quarterly true-up adjustments, WPCo and APCo will also be authorized to apply the true-up mechanism more frequently to make interim true-up adjustments from time-to-time in order to ensure recovery of amounts sufficient to the timely and full payment of interest and scheduled principal on the CRR bonds and other required amounts and charges in connection with the CRR bonds.

The financing order also provides for a nonstandard true-up to adjust, if necessary, CRR Revenue Group allocations. If the servicers jointly determine that, as a result of significant changes from historical conditions of operation, such as the addition or loss of significant electric load, or a merger of an applicant with another utility and a resulting expansion of its retail customer base, it is necessary to adjust the percentages used to allocate the CRR charges among the applicants’ CRR Revenue Groups, then the servicers must file a nonstandard true-up with the West Virginia Commission.

CRR Charges Are Nonbypassable

The Securitization Law and financing order provide that the CRR charges are nonbypassable. The CRR charges are: (a) imposed on and part of all retail customer bills; (b) collected by WPCo and APCo or their respective successors or assignees (or a collection agent) separate and apart from base rates; and (c) paid by any retail customers that receive service from WPCo or APCo or their successors so long as the CRR bonds are outstanding.

Any successor to WPCo or APCo, including after reorganization, bankruptcy, merger, sale, or electric utility restructuring, must perform and satisfy WPCo’s or APCo’s obligations, as applicable, under the financing order in the same manner and to the same extent as WPCo or APCo, as applicable, including billing, collecting, and remitting the CRR charges. Selecting another supplier for electricity supply service does not permit a customer to bypass the CRR charges so long as the customer remains a retail customer within WPCo’s or APCo’s West Virginia service territory.

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The Securitization Law Protects the CRR Bondholders’ Security Interest in CRR Property

The Securitization Law provides that a valid and binding security interest in CRR property under a final financing order will be created after all of the following have occurred: (a) a security agreement granting such security interest is executed and delivered by the debtor or seller and (b) value is received for such CRR bonds. The security interest attaches without physical delivery of collateral or other act, and upon filing of a financing statement with the Office of the Secretary of State of West Virginia.

Upon perfection by filing a financing statement in accordance with § 24-2-4h(o)(4) of the Securitization Law and otherwise in accordance with the West Virginia Uniform Commercial Code, the security interest will be valid, binding, and perfected against all parties having claims of any kind in tort, contract, or otherwise against the person granting the security interest, regardless of whether the parties have notice of the lien. Upon the filing of a financing statement with respect to a transfer in accordance with § 24-2-4h(o)(2) of the Securitization Law and a financing statement with respect to the security interest in accordance with § 24-2-4h(o)(4) of the Securitization Law, a transfer of an interest in the CRR property shall be perfected against all parties having claims of any kind, including any judicial or other lien creditors or any claims of the transferor or creditors of the transferor, and shall have priority over all competing claims other than any prior security interest, ownership interest, or assignment in the property previously perfected in accordance with the Securitization Law.

The Securitization Law provides that priority of transfers of and security interests in CRR property will not be impaired by:

Please read “Risk Factors—Risks Associated with the Unusual Nature of the CRR Property” in this prospectus.

The Securitization Law Characterizes the Transfer of CRR Property as a True Sale

The Securitization Law provides that any sale, assignment, or other transfer of CRR property shall be an absolute transfer and true sale of, and not a pledge of or secured transaction relating to, the transferor’s right, title, and interest in, to, and under the CRR property, if the documents governing the transaction expressly state that the transaction is a sale or other absolute transfer. For all purposes other than federal and state income tax purposes, the parties’ characterization of a transaction as a sale of an interest in CRR property shall be conclusive that the transaction is a true sale and that ownership has passed to the party characterized as the purchaser, regardless of any fact or circumstance that might support characterization of the transfer as a secured transaction. Please read “The Sale Agreement” and “Risk Factors—Risks Associated with Potential Bankruptcy Proceedings of the Seller or a Servicer” in this prospectus.

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THE FINANCING ORDER

Background. WPCo’s and APCo’s West Virginia Commission-jurisdictional area incurred substantial costs associated with (a) Expanded Net Energy Cost (ENEC) under-recovery balances, (b) the West Virginia Commission-jurisdictional area share of the undepreciated generation utility plant balances of APCo’s Amos and Mountaineer and WPCo’s Mitchell generating facilities as of December 31, 2022, (c) environmental control costs related to Coal Combustion Residuals (CCR) and Effluent Limitation Guidelines (ELG), (d) certain major storm costs, and (e) each of WPCo’s and APCo’s carrying charges accruing on its respective portion of the foregoing eligible costs. On March 13, 2025, WPCo, jointly with APCo, completed filing a petition with the West Virginia Commission under the State of West Virginia’s Securitization Law, requesting a financing order authorizing securitization of the previously discussed costs and related financing costs. Following notice, Staff investigation, and an evidentiary hearing on July 1, 2025, the West Virginia Commission issued its financing order on March 31, 2026, authorizing the issuance of CRR bonds.

The financing order created a single “consumer rate relief property” that is jointly owned by WPCo and APCo. Such consumer rate relief property grants each of WPCo and APCo the right to impose, charge and collect consumer rate relief charges in amounts necessary to recover all principal and interest on the bonds issued by the respective issuing entity plus the related ongoing financing costs incurred by or allocable to each issuing entity. In connection with CRR bonds being issued by us, the financing order authorizes WPCo to sell its interest in the above-described consumer rate relief property (i.e., the CRR property described herein) to us (and APCo to sell its interest in the above-described consumer rate relief property for its separate bond issuance).

The financing order authorizes WPCo specifically, through the issuance of CRR bonds by us, to recover its portion of the previously discussed costs and related financing costs in an aggregate principal amount of approximately $1.035 billion (as estimated in the July 21, 2026 order) plus WPCo’s carrying charges, such aggregate amount equal to the sum of: (a) approximately $1.03 billion of eligible costs to be securitized, consisting primarily of the West Virginia Commission-jurisdictional share of the undepreciated Mitchell generation plant balance as of December 31, 2022 of approximately $558.7 million, together with the expanded net energy cost under-recovery balance of approximately $318.7 million, deferred storm expenses of approximately $2.9 million, and coal combustion residuals and effluent limitation guidelines environmental control costs of approximately $149.2 million plus WPCo’s carrying charges; plus (b) up-front financing costs allocable to WPCo, which were estimated at approximately $5.9 million, in each case subject to update through the issuance advice letter process. The aggregate principal amount of WPCo CRR Bonds will be $1.073 billion, which includes eligible costs plus carrying charges and upfront financing costs allocable to WPCo.

The financing order also authorizes: (a) WPCo’s and APCo’s proposed financing structure and issuance of the CRR bonds; (b) the creation and sale of consumer rate relief property, including the right for the imposition, collection and periodic adjustments of CRR charges sufficient to timely pay the CRR bonds and associated financing costs; (c) the sale of the CRR property by WPCo to us; and (d) the CRRC Schedule to implement the CRR charges. The original financing order became final and no longer subject to appeal on April 30, 2026. The July 21, 2026 order that modified the original financing order became final and no longer subject to appeal on August 20, 2026.

We have filed the financing order with the SEC as an exhibit to the registration statement of which this prospectus forms a part.

The financing order and the Securitization Law include the State of West Virginia’s pledge that the State of West Virginia shall not take or permit any action that impairs the value of the CRR property under the financing order or revises the consumer rate relief costs for which recovery is authorized under the financing order or, except for changes made pursuant to the true-up adjustment allowed under Section 24-2-4h(k) of the Securitization Law, reduce, alter, or impair CRR charges that are imposed, billed, charged, collected, or remitted for the benefit of the CRR bondholders, assignees, and financing parties, until any principal, interest and

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redemption premium in respect of the CRR bonds, all financing costs and all amounts to be paid to an assignee or financing party under an ancillary agreement are paid and performed in full. This pledge is binding upon issuance

of the CRR bonds and is legally enforceable; however, the CRR bonds are not a debt or a pledge of the faith and credit or taxing power of the State of West Virginia or of any county, municipality or any political subdivision. Bondholders have no right to have taxes levied by the State of West Virginia or the taxing authority of any county, municipality or any other political subdivisions for the payment of the principal of or interest on the CRR bonds.

Issuance of CRR Bonds. The financing order authorizes WPCo to cause us to issue CRR bonds in an aggregate principal amount of approximately $1.035 billion plus WPCo’s carrying charges.

Collection of CRR Charges. The financing order authorizes WPCo and APCo to impose, collect and receive nonbypassable CRR charges from WPCo’s and APCo’s retail customers in amounts designed, through a formula-based true-up mechanism, to be sufficient to provide for full and timely payment of scheduled principal of and interest on the CRR bonds and to pay all related ongoing financing costs associated with the CRR bonds.

No Cap; Duration of CRR Charges. There is no “cap” on the level of CRR charges that may be imposed on customers to provide for the full and timely payment of scheduled principal and interest on the CRR bonds and all related financing costs and other required amounts and charges payable in connection with the CRR bonds. There is also no limit on how long CRR charges may be imposed; pursuant to the financing order, the CRR charges will be imposed until the CRR bonds and all related financing costs have been paid in full.

Issuance Advice Letter. Following the determination of the final terms of the CRR bonds and prior to their issuance, WPCo and APCo are required to jointly submit to the West Virginia Commission within one business day after actual pricing of the CRR bonds an issuance advice letter, which will:

Both the issuance advice letter and the accompanying CRRC Schedule become effective on the date of issuance of the CRR bonds.

Subsequently, unless the West Virginia Commission, prior to noon on the fourth business day after the West Virginia Commission receives the issuance advice letter, issues a disapproval letter stating the basis for such disapproval and directing the stopping of the issuance of CRR bonds, the issuance advice letter shall be effective and the transaction shall proceed without any further action by the West Virginia Commission.

CRRC Schedule. We are required, prior to the issuance of any CRR charges, to complete and file the CRRC Schedule in the form attached to the financing order. The CRRC Schedule establishes the initial CRR charges. It also implements the procedures for periodic adjustments to the CRR charges.

True-Ups. The financing order provides that CRR charges will be reviewed and adjusted at least annually to correct any overcollections or undercollections and to ensure the billing of amounts necessary to generate collections of the CRR charges sufficient to timely provide payment of all amounts due on the CRR bonds and all other ongoing financing costs. This true-up mechanism will additionally be applied semi-annually (and, beginning 12 months prior to the scheduled final payment date of the last maturing tranche, quarterly) if the servicers forecast a shortfall in CRR charge collections to ensure the amount of CRR charges collected is sufficient to make all scheduled payments of principal of and interest on the CRR bonds and ongoing financing

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costs on a timely basis, including to replenish draws on the capital subaccount. In addition to these annual, semi-annual and quarterly true-up adjustments, WPCo and APCo will also be authorized to apply the true-up mechanism more frequently to make interim true-up adjustments from time-to-time in order to ensure recovery of amounts sufficient to the timely and full payment of interest and scheduled principal on the CRR bonds and other required amounts and charges in connection with the CRR bonds.

In addition to the true-up mechanism described above, the servicers also have the right to effect a nonstandard true-up in the event that (a) the servicers collectively experience or anticipate a change of 10% or more in the billing determinants for the allocations of the CRR Revenue Groups, including but not limited to the consumption of electricity or (b) the servicers otherwise jointly determine that a nonstandard true-up adjustment is required due to significant changes from historical conditions of operation.

To effect a nonstandard true-up, the servicers shall jointly file the proposed nonstandard true-up with the West Virginia Commission, including the justification for such changes as necessary to address the specific causes of the proposed nonstandard true-up, and the effective date for the adjustment, which must be at least 60 days after the date of the filing with the West Virginia Commission. On the same day that the servicers jointly file for a true-up adjustment, but only if the true-up adjustment would result in an increase to the amount of the CRR charges, the servicers will give public notice through the publication of a Class I Legal advertisement in Kanawha County as required by § 24-2-4h(k)(2) of the Securitization Law. The West Virginia Commission will allow financing parties to comment on a servicer’s filing and will hold a hearing, if it deems necessary, within 40 days of such servicer’s filing, in accordance with § 24-2-4h(k)(4) of the Securitization Law. Upon administrative approval or the passage of 60 days without notification from the West Virginia Commission regarding the nonstandard true-up, no further action of the West Virginia Commission will be required prior to implementation of the nonstandard true-up. Once a nonstandard true-up adjustment filing has become effective, the modified allocation percentages set forth therein will remain effective for all future standard true-up adjustment filings unless and until a subsequent nonstandard true-up adjustment filing is initiated in accordance with the financing order.

The nonstandard true-up is distinct from the true-up mechanism, both of which are intended to address, as applicable, under- or over-collections and, in the case of a nonstandard true-up, may reallocate CRR charges among CRR Revenue Groups in a manner that is consistent with the allocation methodology approved in WPCo’s or APCo’s most recent base rate case, as applicable.

For more discussion of the true-up mechanism and the nonstandard true-up, see “The Servicing Agreement—CRR Charge Adjustment Process” in this prospectus.

West Virginia Pledge and True-Up Mechanism. The State of West Virginia, pursuant to § 24-2-4h(s) of the Securitization Law, and the West Virginia Commission, pursuant to the financing order, have each pledged not to take or permit any action that would impair the value of CRR property or, except as allowed pursuant to the true-up mechanism in §24-2-4h(k) of the Securitization Law, reduce, alter or impair the CRR charges to be imposed, charged, collected, or remitted for the benefit of the CRR bondholders, assignees and any financing parties, until the principal of, interest on and redemption premium, if any, and ongoing financing costs and all amounts to be paid to an assignee or financing party under any ancillary agreement are paid or performed in full. However, nothing will preclude limitation or alteration if and when full compensation is made by law for the full protection of the CRR charges collected pursuant to the financing order and the full protection of the CRR bondholders and any assignee or financing party entering into a contract with WPCo. Please read “Risk Factors—Risks Associated with Potential Judicial, Legislative or Regulatory Actions” in this prospectus.

Servicing Agreement. In the financing order, the West Virginia Commission authorized WPCo, as the initial servicer, and APCo, as the initial subservicer, to enter into the servicing agreement which is described under “The Servicing Agreement” in this prospectus.

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Binding on Successors and Assignees. The financing order, along with the CRR charges authorized in the financing order, is binding on:

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THE DEPOSITOR, SELLER, INITIAL SERVICERS AND SPONSOR

About WPCo

Background Information. WPCo is a regulated electric utility engaged principally in the generation, purchase, transmission, distribution, and sale of electricity in West Virginia. As of December 31, 2025, WPCo served approximately 41,000 West Virginia Commission-jurisdictional area customers through its retail business. WPCo is a West Virginia corporation and a wholly owned subsidiary of AEP, a public utility holding company. WPCo, acting as the initial servicer, and any successor servicer, referred to in this prospectus as the “servicer,” will service the CRR property securing the CRR bonds under a servicing agreement with us and will bill and collect the CRR charges from WPCo customers. Neither WPCo nor AEP nor any other affiliate (other than us) is an obligor on the CRR bonds. WPCo is subject to the jurisdiction of the Federal Energy Regulatory Commission (“FERC”) under the Federal Power Act of 2005 with respect to the issuance of securities, acquisitions and divestitures of utility assets, certain affiliate transactions and other matters. WPCo is regulated by the West Virginia Commission with respect to rates charged for delivery of electricity over its transmission and distribution system for end-use consumption by retail customers, quality of service, and service area certification.

Service Territory. WPCo provides integrated electric utility services, including generation, transmission, distribution and sale of electricity, to approximately 41,000 West Virginia Commission-jurisdictional area customers in West Virginia through its retail business. As of December 31, 2025, for WPCo’s operations in its West Virginia Commission-jurisdictional service territory, it had approximately 1,579 miles of distribution lines and 178 miles of transmission lines. As of December 31, 2025, WPCo owned or partially owned one generating plant, consisting of two generating units for an aggregate net generating capacity of 780 MW. WPCo also has additional generation and capacity through APCo’s power purchase agreements and capacity purchase agreements of 1,043 MW. The generating and power purchase agreement capacity by fuel mix was the following: coal and lignite—57%; and renewables (wind)—43%.

Executive Offices. WPCo’s principal executive offices are located at 1 Riverside Plaza, Columbus, Ohio 43215. The phone number at this address is (614) 716-1000.

Where to Find Information About WPCo. AEP, a public utility holding company that wholly owns WPCo, files periodic reports with the SEC as required by the Exchange Act. These SEC filings are available to the public over the internet at the SEC’s website at www.sec.gov. AEP maintains a website at https://www.aep.com/, where it posts AEP’s SEC filings as well as other filings and reports about WPCo. Except as provided in this prospectus, no other information contained on that website constitutes part of this prospectus.

About APCo

Background Information. APCo is a regulated electric utility engaged principally in the generation, purchase, transmission, distribution, and sale of electricity in West Virginia, central and western Virginia and northeast Tennessee. As of December 31, 2025, APCo served approximately 418,000 West Virginia Commission-jurisdictional area customers through its retail business. APCo is a Virginia corporation and a wholly owned subsidiary of AEP, a public utility holding company. APCo, acting as the initial subservicer, and any successor subservicer, referred to in this prospectus as the “subservicer,” will service the CRR property securing the CRR bonds under a servicing agreement with us and will bill and collect CRR charges from APCo customers. Neither APCo nor AEP nor any other affiliate (other than us) is an obligor on the CRR bonds. APCo is subject to the jurisdiction of FERC under the Federal Power Act of 2005 with respect to the issuance of securities, acquisitions and divestitures of utility assets, certain affiliate transactions and other matters. APCo is regulated by the West Virginia Commission with respect to rates charged for delivery of electricity over its transmission and distribution system for end-use consumption by retail customers, quality of service, and service area certification.

Service Territory. APCo provides integrated electric utility services, including generation, transmission, distribution and sale of electricity, to approximately 418,000 West Virginia Commission-jurisdictional area

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customers in West Virginia through its retail business. As of December 31, 2025, for APCo’s operations in the West Virginia Commission-jurisdictional service territory, it had approximately 20,616 miles of distribution lines and 2,707 miles of transmission lines. As of December 31, 2025, APCo owned or partially owned 16 generating plants, consisting of 46 generating units for an aggregate net generating capacity of 6,927 MW. APCo also has additional generation and capacity through power purchase agreements and capacity purchase agreements of 1,043 MW. The generating and power purchase agreement capacity by fuel mix was the following: coal and lignite —58%; natural gas—21%; and renewables (wind)—21%.

Executive Offices. APCo’s principal executive offices are located at 1 Riverside Plaza, Columbus, Ohio 43215. The phone number at this address is (614) 716-1000.

Where to Find Information About APCo. AEP, a public utility holding company that wholly owns APCo, files periodic reports with the SEC as required by the Exchange Act. These SEC filings are available to the public over the internet at the SEC’s website at www.sec.gov. AEP maintains a website at https://www.aep.com/, where it posts AEP’s SEC filings as well as other filings and reports about APCo. Except as provided in this prospectus, no other information contained on that website constitutes part of this prospectus.

Municipalization

West Virginia law authorizes municipalities to seek to acquire portions of an electric utility’s electric distribution facilities through voluntary transactions. Under current West Virginia law, a municipality may not condemn a privately owned electric utility’s distribution system, or any portion of it, to create or expand a municipal electric system. The Securitization Law specifies that CRR charges approved by a financing order shall be collected by a qualifying utility as well as its successors. In the servicing agreement, WPCo and APCo have each covenanted to assert in an appropriate forum that any municipality that acquires any portion of WPCo’s or APCo’s electric distribution facilities in the State of West Virginia by exercise of the power of condemnation, including upon the expiration of any franchise agreement applicable to WPCo’s or APCo’s operations in the State of West Virginia, must be treated as a successor to WPCo or APCo, as applicable, under the Securitization Law and the financing order and that customers in such municipality remain responsible for payment of CRR charges. However, the involved municipality might assert that it should not be treated as a successor to WPCo or APCo, as applicable, for these purposes and that its distribution customers are not responsible for payment of CRR charges. Please read “Risk Factors—Risks Associated with Potential Judicial, Legislative or Regulatory Actions—A municipal entity may seek to acquire portions of WPCo’s or APCo’s electric distribution facilities in the State of West Virginia and avoid payment of the CRR charges” in this prospectus.

Joint Ratemaking Process for WPCo and APCo

WPCo and APCo (together, the “companies”), currently maintain symmetrical rates throughout the West Virginia Commission-jurisdictional service territory with the exceptions of the companies’ expanded net energy cost rates and APCo’s existing consumer rate relief charges. While the two companies’ rates are symmetrical, APCo’s existing consumer rate relief charges are embedded within APCo’s expanded net energy cost rates such that APCo’s expanded net energy cost rates, combined with APCo’s existing consumer rate relief charges are equal to WPCo’s expanded net energy cost rates, which equal the total expanded net energy cost rates as reflected on Original Sheet No. 34 within the companies’ tariff book.

When the companies propose to establish new rates or change existing rates, the companies combine underlying relevant West Virginia Commission-jurisdictional service territory data, including, among other things, cost of service and billing determinants, to produce comprehensive rates. The resulting comprehensive rates, along with a proposal to charge such updated rates to both WPCo and APCo customers, are then submitted to the West Virginia Commission for approval.

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Servicing Experience

The CRR bonds are the first issuance of bonds WPCo has sponsored in West Virginia and that are secured by CRR property pursuant to the Securitization Law. APCo has prior experience as servicer in the issuance of bonds similar to the CRR bonds as described below. WPCo has no prior experience as a servicer. However, WPCo’s and APCo’s parent, AEP, through its subsidiaries, has prior experience as servicer in the issuance of bonds similar to the CRR bonds, including the issuance of the following:

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The underlying structure of the prior securitizations is comparable to the underlying structure of the CRR bonds, with the exception of the use in 2022 of an issuing entity created by the State of Oklahoma rather than a special purpose wholly-owned subsidiary of the applicable AEP subsidiary. AEP’s servicing obligations are substantially similar to its previous servicer experience identified above.

WPCo’s and APCo’s Retail Customer Base and Electric Energy Consumption

The following tables show electric revenue, average number of retail customers and electricity sales for each of WPCo’s and APCo’s West Virginia Commission-jurisdictional area CRR Revenue Groups for the five preceding years. There can be no assurances that the revenue, average number of retail customers and electricity sales, or the composition of any of the foregoing, will remain at or near the levels reflected in the following tables.

APCo Revenue by Revenue Group ⁽¹⁾

WPCo Revenue by Revenue Group ⁽¹⁾

Combined Revenue by Revenue Group ⁽¹⁾

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Average APCo Retail Customers by Revenue Group ⁽¹⁾⁽²⁾

Average WPCo Retail Customers by Revenue Group⁽¹⁾⁽²⁾

Average Combined Retail Customers by Revenue Group⁽¹⁾⁽²⁾

Billed and Accrued kWh by Revenue Group (APCo)⁽¹⁾

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Billed and Accrued kWh by Revenue Group (WPCo)⁽¹⁾

Billed and Accrued kWh by Revenue Group (Combined)⁽¹⁾

Forecasting Electricity Consumption

Each of WPCo and APCo produces a base rate revenue forecast annually for planning purposes. These forecasts are inputs to earnings projections. Base rate revenues are defined as non-fuel revenues with rider revenues removed so that only the customer charge, MWh charges, MW charges, and other demand-related charges are included.

Each of WPCo’s and APCo’s base rate revenue forecast is developed by applying the consumption forecast for each customer class within each CRR Revenue Group, through the next budget year (typically only the first two years of the forecast horizon), to estimated price-consumption relationships. These price-consumption relationships are regression models that estimate class-level average base rate revenue realizations as a function of either monthly MWh consumption per customer (for the residential and commercial classes) or monthly MWh sales (for all other classes). But the functions may occasionally be nonlinear due to either the nature of on-peak/off-peak pricing structures or tariff price tiers. The functions are estimated based on monthly data taken from WPCo’s and APCo’s billing systems. Due to the combination of fixed and variable charges inherent in these revenues, these functions are generally downward sloping since the higher fixed charges make up less of the revenue collected as more energy is consumed. The final estimated functions maintain their estimated slopes but are shifted to ensure they pass through data since the most recent base rate case. Once these functions have been estimated, the projected monthly MWh sales from the consumption forecast are applied to arrive at the projected monthly base rate revenue value.

In producing a consumption forecast (an input into the base rate revenue forecast), each of WPCo and APCo employs regression analysis of customer end-use electricity demand. This method considers economic trends, changes in competing and complementary fuel prices and changes in appliance saturations, as well as changes in appliance efficiencies such as those mandated by legislation. Weather patterns are also accounted for in weather-sensitive classes. This method captures customer response to changes in the economic environment as well as trends in customer preferences. Peak demand forecasts are then generated using the consumption forecast as a basis.

The forecast cycle completed during the third quarter is typically adopted as the official budget for WPCo or APCo, as applicable. Each of WPCo and APCo monitors the accuracy of each forecast by conducting variance analysis on a monthly basis while taking into account weather impacts on MWh sales and other deviations from the forecast.

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Annual Forecast Variance For Electricity Consumption (APCo)⁽¹⁾

Annual Forecast Variance For Electricity Consumption (WPCo)⁽¹⁾