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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

FORM 8-K

 

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

Date of report (Date of earliest event reported): July 31, 2026

 

 

 

AMEREN CORPORATION

(Exact name of registrant as specified in its charter)

 

 

 

Missouri 1-14756 43-1723446
(State of other jurisdiction
of incorporation
(Commission
File Number)

(I.R.S. Employer
Identification No.)

 

1901 Chouteau Avenue, St. Louis, Missouri 63103

(Address of principal executive offices and Zip Code)

 

Registrant’s telephone number, including area code: (314621-3222

 

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

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading Symbol(s)

 

Name of each exchange on which registered

         

Common Stock, $0.01 par value per share

 

AEE

 

New York Stock Exchange

 

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

 

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

 

 

 

 

 

ITEM 8.01Other Events.

 

On July 31, 2026, Ameren Corporation (the “Company”) delivered a notice pursuant to Section 3(x) of its Equity Distribution Sales Agreement dated May 12, 2021, as amended and supplemented, including by the First Amendment to Equity Distribution Sales Agreement dated August 7, 2025 (as so amended and supplemented, the “Sales Agreement”), with Barclays Capital Inc., BofA Securities, Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, Mizuho Securities USA LLC, Morgan Stanley & Co. LLC, MUFG Securities Americas Inc., RBC Capital Markets, LLC and Wells Fargo Securities, LLC, as sales agents and as forward sellers (in such capacities as applicable, the “Agents” and the “Forward Sellers”), and Bank of America, N.A., Barclays Bank PLC, Goldman Sachs & Co. LLC, JPMorgan Chase Bank, National Association, Mizuho Markets Americas LLC, Morgan Stanley & Co. LLC, MUFG Securities EMEA plc, Royal Bank of Canada and Wells Fargo Bank, National Association, as forward purchasers (the “Forward Purchasers”), increasing by $2,000,000,000 the aggregate gross sales price authorized under the Company’s equity distribution program (the “Program”), pursuant to which the Company, through the Agents or the Forward Sellers, may offer and sell from time to time shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”). After giving effect to such increase, Common Stock with an aggregate gross sales price of up to $2,266,700,000 remains available for issuance under the Program. The Company has no obligation to offer or sell any Common Stock under the Sales Agreement and may at any time suspend offers under the Sales Agreement.

 

This Current Report on Form 8-K is also being filed to report Exhibit 5.

 

ITEM 9.01Financial Statements and Exhibits.

 

(d)Exhibits

 

Exhibit Number Title

 

5Opinion of David M. Feinberg, Esq., Executive Vice President, General Counsel and Secretary of the Company, regarding the legality of the Common Stock (including consent).

 

104Cover Page Interactive Data File (formatted as Inline XBRL)

 

 

 

 

SIGNATURES

 

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

 

  AMEREN CORPORATION
  (Registrant)
   
  By: /s/ Leonard P. Singh
  Name: Leonard P. Singh
  Title: Executive Vice President and Chief Financial Officer

 

Date: August 4, 2026

 

 

 

 

Exhibit 5

 

 

 

 

August 4, 2026

 

Ameren Corporation

1901 Chouteau Avenue

St. Louis, Missouri 63103

 

Ladies and Gentlemen:

 

I am Executive Vice President, General Counsel and Secretary of Ameren Corporation, a Missouri corporation (the “Company”). The Company has filed with the Securities and Exchange Commission (the “Commission”) a Registration Statement on Form S-3 (Registration No. 333-297949) (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”), with respect to the registration of an indeterminate amount of securities, which became effective on August 4, 2026.

 

In connection with the offering of shares of the Company’s common stock, $.01 par value per share (the “Shares”), by the Company pursuant to the Registration Statement having an aggregate gross sales price of up to $2,266,700,000, I or persons under my supervision and control have reviewed originals (or copies certified or otherwise identified to my satisfaction) of (1) the Registration Statement; (2) a prospectus dated August 4, 2026 (the “Base Prospectus”) forming a part of the Registration Statement, as supplemented by a prospectus supplement dated August 4, 2026 (the “Prospectus Supplement”), both such Base Prospectus and Prospectus Supplement filed pursuant to Rule 424 under the Securities Act; (3) the Company’s Restated Articles of Incorporation, as amended, and By-Laws, as amended, each as in effect on the date hereof; (4) the Equity Distribution Sales Agreement, dated May 12, 2021, as amended and supplemented, including by the First Amendment to Equity Distribution Sales Agreement, dated August 7, 2025 (as so amended and supplemented, the “Sales Agreement”), with Barclays Capital Inc., BofA Securities, Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, Mizuho Securities USA LLC, Morgan Stanley & Co. LLC, MUFG Securities Americas Inc., RBC Capital Markets, LLC and Wells Fargo Securities, LLC, as sales agents and as forward sellers (in such capacities as applicable, the “Agents” and the “Forward Sellers”), and Bank of America, N.A., Barclays Bank PLC, Goldman Sachs & Co. LLC, JPMorgan Chase Bank, National Association, Mizuho Markets Americas LLC, Morgan Stanley & Co. LLC, MUFG Securities EMEA plc, Royal Bank of Canada and Wells Fargo Bank, National Association, as forward purchasers (the “Forward Purchasers”); (5) the separate letter agreements, dated May 12, 2021 and August 7, 2025, as applicable for each such Forward Purchaser, in the form attached as Exhibit C to the Sales Agreement (each, a “Forward Confirmation”) entered into with respect to the Forward Purchasers; and (6) corporate and other documents, records and papers and certificates of public officials.

 

 

 

 

In addition, I or persons under my supervision and control have discussed and conferred with officers and employees of the Company and its subsidiaries and reviewed such other documents and materials as I have deemed necessary or appropriate for purposes of this opinion. In connection with such review, I have assumed the genuineness of all signatures, the legal capacity of natural persons, the conformity to the originals of the documents submitted to me as certified or photostatic copies, the authenticity of the originals of such documents and all documents submitted to me as originals and the correctness of all statements of fact contained in such original documents.

 

On the basis of such review, I am of the opinion that (1) the Shares to be issued and sold by the Company pursuant to the Sales Agreement, when duly authorized, issued and delivered by the Company in accordance with the Sales Agreement against payment of the consideration contemplated thereby, will be validly issued, fully paid and non-assessable and (2) when the terms of a supplemental forward confirmation to a Forward Confirmation and of the issue and sale of the Shares pursuant thereto have been duly authorized and established in accordance with the Sales Agreement, and when issued upon physical settlement or net share settlement, as applicable, in accordance with such Forward Confirmation (and such related supplemental forward confirmation) and against payment of the consideration contemplated thereby, such Shares will be validly issued, fully paid and non-assessable.

 

This opinion is limited to the laws of the State of Missouri.

 

I hereby consent to the reference to me under the heading “Legal Matters” in each of the Base Prospectus and the Prospectus Supplement, to the references to me in the Registration Statement, including under the heading “Legal Matters” in the Base Prospectus, and to the filing of this opinion as an exhibit to the Company’s Current Report on Form 8-K to be filed on or about the date hereof, which will be incorporated by reference in the Registration Statement. In giving the foregoing consents, I do not thereby admit that I am within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder.

 

  Very truly yours,
   
  /s/ David M. Feinberg
   
  David M. Feinberg, Esq.
  Executive Vice President, General Counsel & Secretary
  Ameren Corporation

 

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