filings.toolsAmerican Electric Power 10-Q 2026-06-30
Filed 2026-07-30. 8 sections, 997K characters. Original on sec.gov · Markdown · JSON
Cover and table of contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For The Quarterly Period Ended June 30, 2026
or
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For The Transition Period from ____ to ____
| Commission | Registrants; | I.R.S. Employer | ||||||||||||||||||||||||||||||
| File Number | Address and Telephone Number | States of Incorporation | Identification Nos. | |||||||||||||||||||||||||||||
| 1-3525 | AMERICAN ELECTRIC POWER CO INC. | New York | 13-4922640 | |||||||||||||||||||||||||||||
| 333-221643 | AEP TEXAS INC. | Delaware | 51-0007707 | |||||||||||||||||||||||||||||
| 333-217143 | AEP TRANSMISSION COMPANY, LLC | Delaware | 46-1125168 | |||||||||||||||||||||||||||||
| 1-3457 | APPALACHIAN POWER COMPANY | Virginia | 54-0124790 | |||||||||||||||||||||||||||||
| 1-3570 | INDIANA MICHIGAN POWER COMPANY | Indiana | 35-0410455 | |||||||||||||||||||||||||||||
| 1-6543 | OHIO POWER COMPANY | Ohio | 31-4271000 | |||||||||||||||||||||||||||||
| 0-343 | PUBLIC SERVICE COMPANY OF OKLAHOMA | Oklahoma | 73-0410895 | |||||||||||||||||||||||||||||
| 1-3146 | SOUTHWESTERN ELECTRIC POWER COMPANY | Delaware | 72-0323455 | |||||||||||||||||||||||||||||
| 1 Riverside Plaza, | Columbus, | Ohio | 43215-2373 | |||||||||||||||||||||||||||||
| Telephone | (614) | 716-1000 |
Securities registered pursuant to Section 12(b) of the Act:
| Registrant | Title of each class | Trading Symbol | Name of Each Exchange on Which Registered | |||||||||||||||||
| American Electric Power Company Inc. | Common Stock, $6.50 par value | AEP | The NASDAQ Stock Market LLC | |||||||||||||||||
| Indicate by check mark whether the registrants (1) have filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrants were required to file such reports), and (2) have been subject to such filing requirements for the past 90 days. | |||||||||||||||||
| Yes | x | No | ☐ |
| Indicate by check mark whether the registrants have submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrants were required to submit such files). | |||||||||||||||||
| Yes | x | No | ☐ |
| Indicate by check mark whether American Electric Power Company, Inc. is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. | |||||||||||||||||||||||
| Large Accelerated filer | x | Accelerated filer | ☐ | Non-accelerated filer | ☐ | ||||||||||||||||||
| Smaller reporting company | ☐ | Emerging growth company | ☐ |
| Indicate by check mark whether AEP Texas Inc., AEP Transmission Company, LLC, Appalachian Power Company, Indiana Michigan Power Company, Ohio Power Company, Public Service Company of Oklahoma and Southwestern Electric Power Company are large accelerated filers, accelerated filers, non-accelerated filers, smaller reporting companies, or emerging growth companies. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. | |||||||||||||||||||||||
| Large Accelerated filer | ☐ | Accelerated filer | ☐ | Non-accelerated filer | x | ||||||||||||||||||
| Smaller reporting company | ☐ | Emerging growth company | ☐ |
| If an emerging growth company, indicate by check mark if the registrants have 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. | |||||||||||||||||
| ☐ |
| Indicate by check mark whether the registrants are shell companies (as defined in Rule 12b-2 of the Exchange Act). | Yes | ☐ | No | x |
AEP Texas Inc., AEP Transmission Company, LLC, Appalachian Power Company, Indiana Michigan Power Company, Ohio Power Company, Public Service Company of Oklahoma and Southwestern Electric Power Company meet the conditions set forth in General Instruction H(1)(a) and (b) of Form 1
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Item 1. Legal Proceedings
For a discussion of material legal proceedings, see Note 5 - Commitments, Guarantees and Contingencies for additional information.
Item 1A. Risk Factors
The Annual Report on Form 10-K for the year ended December 31, 2025 includes a detailed discussion of risk factors. As of June 30, 2026, there have been no material changes to the risk factors previously disclosed in AEP’s 2025 Annual Report on Form 10-K.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
On June 4, 2026, William J. Fehrman, the Chief Executive Officer and President of the Company, entered into a Rule 10b5-1 trading agreement (“Rule 10b5-1 Trading Plan”) intended to satisfy the affirmative defense conditions of Rule 10b5‑1(c) of the Securities Exchange Act of 1934. Mr. Fehrman’s Rule 10b5-1 Trading Plan provides for the sale of up to 3,337 shares of common stock through March 31, 2027.
On June 5, 2026, Kate Dixon, the Senior Vice President, Chief Accounting Officer and Controller of the Company, entered into a Rule 10b5-1 Trading Plan intended to satisfy the affirmative defense conditions of Rule 10b5‑1(c) of the Securities Exchange Act of 1934. Ms. Dixon’s Rule 10b5-1 Trading Plan provides for the sale of up to 3,974 shares of common stock through March 31, 2027.
Except as described above, during the three months ended June 30, 2026, none of the Company’s directors or other officers (as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934) adopted, terminated or modified a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K of the Securities Act of 1933).
Item 6. Exhibits
The documents designated with an (*) below have previously been filed on behalf of the Registrants shown and are incorporated herein by reference to the documents indicated and made a part hereof:
| Exhibit | Description | Previously Filed as Exhibit to: | ||||||||||||
| AEP‡ File No. 1-3525 | ||||||||||||||
| *3(b) | Amended By-Laws of AEP, as amended April 28, 2026 and effective May 1, 2026. | Form 8-K dated April 29, 2026, Exhibit 3.2 | ||||||||||||
| *10.1 | Confirmation of Forward Sale Transaction, dated May 12, 2026, between AEP and Bank of America, N.A., in capacity as a Forward Purchaser. | Form 8-K dated May 14, 2026, Exhibit 10.1 | ||||||||||||
| *10.2 | Confirmation of Forward Sale Transaction, dated May 12, 2026, between AEP and Goldman Sachs & Co. LLC, in capacity as a Forward Purchaser. | Form 8-K dated May 14, 2026, Exhibit 10.2 | ||||||||||||
| *10.3 | Confirmation of Forward Sale Transaction, dated May 12, 2026, between AEP and Morgan Stanley & Co. LLC, in capacity as a Forward Purchaser. | Form 8-K dated May 14, 2026, Exhibit 10.3 | ||||||||||||
| *10.4 | Confirmation of Forward Sale Transaction, dated May 13, 2026, between AEP and Bank of America, N.A., in capacity as a Forward Purchaser. | Form 8-K dated May 14, 2026, Exhibit 10.4 | ||||||||||||
| *10.5 | Confirmation of Forward Sale Transaction, dated May 13, 2026, between AEP and Goldman Sachs & Co. LLC, in capacity as a Forward Purchaser. | Form 8-K dated May 14, 2026, Exhibit 10.5 | ||||||||||||
| *10.6 | Confirmation of Forward Sale Transaction, dated May 13, 2026, between AEP and Morgan Stanley & Co. LLC, in capacity as a Forward Purchaser. | Form 8-K dated May 14, 2026, Exhibit 10.6 | ||||||||||||
| AEPTCo‡ File No. 3-217143 | ||||||||||||||
| *4(a) | Company Order and Officers’ Certificate, between AEPTCo and The Bank of New York Mellon Trust Company, N.A., as Trustee, dated May 28, 2026, establishing terms of the 5.25% Senior Note, Series S due 2036. | Form 8-K dated May 28, 2026, Exhibit 4(a) | ||||||||||||
The exhibits designated with an (X) in the table below are being filed on behalf of the Registrants.
| Exhibit | Description | AEP | AEP Texas | AEPTCo | APCo | I&M | OPCo | PSO | SWEPCo | |||||||||||||||||||||||||||||||||||||||||||||||
| 3(a) | Composite of the Restated Certificate of Incorporation of AEP, dated as of May 6, 2026 | X | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 3(c) | By-Laws, as amended June 23, 2026 | X | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 3(d) | Code of Regulations, as amended June 24, 2026 | X | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 31(a) | Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | X | X | X | X | X | X | X | X | |||||||||||||||||||||||||||||||||||||||||||||||
| 31(b) | Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | X | X | X | X | X | X | X | X | |||||||||||||||||||||||||||||||||||||||||||||||
| 32(a) | Certification of Chief Executive Officer Pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code | X | X | X | X | X | X | X | X | |||||||||||||||||||||||||||||||||||||||||||||||
| 32(b) | Certification of Chief Financial Officer Pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code | X | X | X | X | X | X | X | X | |||||||||||||||||||||||||||||||||||||||||||||||
| 101.INS | XBRL Instance Document | The instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 101.SCH | XBRL Taxonomy Extension Schema | X | X | X | X | X | X | X | X |
| Exhibit | Description | AEP | AEP Texas | AEPTCo | APCo | I&M | OPCo | PSO | SWEPCo | |||||||||||||||||||||||||||||||||||||||||||||||
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase | X | X | X | X | X | X | X | X | |||||||||||||||||||||||||||||||||||||||||||||||
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase | X | X | X | X | X | X | X | X | |||||||||||||||||||||||||||||||||||||||||||||||
| 101.LAB | XBRL Taxonomy Extension Label Linkbase | X | X | X | X | X | X | X | X | |||||||||||||||||||||||||||||||||||||||||||||||
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase | X | X | X | X | X | X | X | X | |||||||||||||||||||||||||||||||||||||||||||||||
| 104 | Cover Page Interactive Data File | Formatted as Inline XBRL and contained in Exhibit 101. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, each registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. The signature for each undersigned company shall be deemed to relate only to matters having reference to such company and any subsidiaries thereof.
AMERICAN ELECTRIC POWER COMPANY, INC.
By: /s/ Kate Dixon
Kate Dixon
Senior Vice President, Controller and Chief Accounting Officer
(Principal Accounting Officer and Authorized Signatory)
AEP TEXAS INC.
AEP TRANSMISSION COMPANY, LLC
APPALACHIAN POWER COMPANY
INDIANA MICHIGAN POWER COMPANY
OHIO POWER COMPANY
PUBLIC SERVICE COMPANY OF OKLAHOMA
SOUTHWESTERN ELECTRIC POWER COMPANY
By: /s/ Kate Dixon
Kate Dixon
Chief Accounting Officer
(Principal Accounting Officer and Authorized Signatory)
Date: July 30, 2026