FirstEnergy (FE) 10-K risk factor changes: FY2025 vs FY2024
The 2025-12-31 10-K against the 2024-12-31 one, compared heading by heading and sentence by sentence.
Item 1A115 rewritten55 added75 removed231 unchanged
All filing items2,055 rewritten2,311 added1,296 removed2,453 unchanged
Summary
counted, not written
- Item 1A lists 45 risk factor headings: 2 new, 10 reworded and 33 unchanged since FY2024. 4 headings from FY2024 no longer appear.
- Sentence by sentence, 2,311 added, 1,296 removed, 2,055 rewritten and 2,453 unchanged across 19 items that differ.
New Item 1A headings (2)
- External pressures beyond our control may increase customer rates and, when combined with state and federal regulatory action to mitigate bill impacts, may impair our ability to earn a fair and equitable return on our investments and execute our strategy.
- JCP&L may recognize impairments of recorded goodwill, which would result in write-offs of the impaired amounts and could have an adverse effect on its results of operations. (Applies to JCP&L)
Removed Item 1A headings (4)
- The HB 6 related state regulatory investigations could have a material adverse effect on our reputation, business, financial condition, results of operations, liquidity or cash flows.
- We have a minority ownership stake in a coal mine that requires governmental permits and approvals to operate, and a failure of the coal mine to renew and maintain such permits and approvals may adversely affect our results of operations and cash flow.
- Our results of operations and financial condition may be adversely affected by certain risks related to our minority interest in a coal mine.
- The IRA of 2022 could change the rate of taxes imposed on us and could negatively affect our cash flows and financial condition.
Reworded Item 1A headings (10)
[removed: HB 6-related investigations and][added: Securities class-action] litigation [added: against us] could have a material adverse effect on our reputation, business, financial condition, results of operations, our ability to access capital, liquidity or cash flows.- We could be subject to higher costs and/or penalties related to mandatory reliability standards set by
[removed: NERC/FERC][added: NERC, FERC, and RFC] or changes in the rules of organized markets, which could have an adverse effect on our financial condition. - Cyber-attacks,
[removed: electronic or physical]data security breaches and other disruptions to our information technology systems, or those of third parties we are connected to or do business with, could compromise our business operations, critical and proprietary information and employee and customer data, which could have a material adverse effect on our business, results of operations, financial condition and reputation. [removed: Continued supply][added: Supply] chain disruptions could have an adverse effect on our results of operations, cash flow and financial condition.[removed: We are][added: FirstEnergy is] subject to risks arising from the operation of[removed: our power plants][added: its electric generation facilities] and transmission and distribution equipment which could reduce revenues, increase expenses and have a material adverse effect on our business, financial condition and results of operations.[removed: We have][added: MP has] coal-fired generation capacity, which exposes[removed: us][added: it] to risk from regulations relating to coal, GHGs and CCRs, which could lead to increased costs or the need to spend significant resources to defend allegations of violation. [added: (Applies to FE)]- The EPA may conduct NSR investigations at
[removed: our generating plants,][added: FirstEnergy’s electric generation facilities,] which could result in the imposition of fines. - Financial and reputational risks associated with owning coal-fired generation
[removed: and a minority-interest in a coal mine]may have an adverse impact on[removed: our][added: FE's] business operations, financial condition and cash flows. [removed: We are][added: FE is] a holding company and[removed: rely][added: relies] on cash from[removed: our][added: its] subsidiaries to meet[removed: our][added: its] financial obligations and therefore any restrictions on the Electric[removed: Utilities][added: Companies] and Transmission Companies’ ability to pay dividends or make cash payments to[removed: us][added: FE] may adversely affect[removed: our][added: its] cash flows and financial condition. [added: (Applies to FE)][removed: We][added: FE] cannot assure [added: its] common shareholders that future dividend payments will be made, or if made, in what amounts they may be paid. [added: (Applies to FE)]
A heading is new when no FY2024 heading matches it after ignoring case and punctuation, and reworded when it shares at least 60 percent of its words with one that went away. All current risk factor headings.
Sentences by item
24 items, with every count and a link to each item that changed
Underlined words on a shaded ground are new in FY2025; struck-through words were in FY2024. Sentences that are wholly new or wholly gone are labelled rather than marked.
Item 1A. RISK FACTORS
115 rewritten, 55 added, 75 removed, 231 unchanged
We operate in a business environment that involves significant risks, many of which are beyond [removed: our] [added: the Registrants’] control.
[removed: Management] [added: The Registrants] regularly [removed: evaluates] [added: evaluate] the most significant risks of [removed: its] [added: their] businesses and [removed: reviews] [added: review] those risks with [removed: the FE Board and appropriate Committees] [added: their respective boards] of [removed: the FE Board.][added: directors and, if appropriate, committees of those boards of directors.]
The following risk factors and all other information contained in this report should be considered carefully when evaluating [removed: FirstEnergy.][added: the Registrants, and unless a risk factor expressly excludes a Registrant or the context requires otherwise, references to “we,” “us,” and “our” refer to both Registrants.]
These risk factors should be read in conjunction with Item [removed: 1,] [added: 1.,] "Business,” Item [removed: 7,] [added: 7.,] "Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and in other sections of this Form 10-K that include forward-looking and other statements involving risks and uncertainties that could impact our business, financial condition, results of operations, liquidity or cash flows.
Risks Associated with Damage to Our Reputation and [removed: HB 6 Related Litigation and Investigations][added: Securities Class-Action Litigation]
[removed: *HB 6-related investigations and] [added: *Securities class-action] litigation [added: against us] could have a material adverse effect on our reputation, business, financial condition, results of operations, our ability to access capital, liquidity or cash flows.*
On July 21, 2021, [removed: we] [added: FE] entered into a three-year DPA with the U.S. Attorney’s Office that, subject to court proceedings, resolves the previously disclosed U.S. Attorney’s Office investigation into us relating to our lobbying and governmental affairs activities concerning HB 6.
In accordance with the DPA, these obligations will continue until the completion of any related investigation, criminal prosecution, and civil proceeding brought by the U.S. Attorney’s Office related to the conduct set forth in the DPA’s statement of facts, including the January 17, 2025 indictment against two former FirstEnergy senior officers, described [removed: below] in “Outlook—Other Legal Proceeding – [removed: *United] [added: United] States v.
[removed: Larry Householder, et al.*”] Within 30 days of those matters concluding, and FirstEnergy’s successful completion of its remaining obligations, the [removed: U. S.] [added: U.S.] Attorney’s Office will dismiss the criminal information.
Following the announcement by the U.S. Attorney’s Office for the S.D. Ohio of the investigation surrounding HB 6 in July 2020, certain of [removed: our] [added: FE’s] stockholders and customers filed several lawsuits against us and certain current and former directors, officers and other employees, including the federal securities class action litigation *In re FirstEnergy Corp. Securities Litigation* (Federal District Court, S.D. Ohio).
[removed: The] [added: This securities class-action] litigation [removed: related to HB 6] could divert management’s focus and have resulted in, and could continue to result in, substantial expenses, and the commitment of substantial corporate resources.
The outcome, duration, scope, result or related costs of the [removed: in] securities class action litigation *In re: FirstEnergy Corp. Securities Litigation* discussed above, are inherently uncertain.
See Note [removed: 15,] [added: 14,] "Commitments, Guarantees and [removed: Contingencies"] [added: Contingencies,”] of the [added: Combined] Notes to [removed: Consolidated] Financial Statements [added: of the Registrants] and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Estimates.”
See Note [removed: 15,] [added: 14.,] “Commitments, Guarantees and Contingencies,” of the [added: Combined] Notes to [removed: Consolidated] Financial [removed: Statements,] [added: Statements of the Registrants,] for additional details on the government investigations and subsequent litigation surrounding HB 6.
See [removed: Note 14, "Regulatory Matters" of the Notes to Consolidated Financial Statements and “Management’s] [added: Item 7., "Management's] Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and [removed: Estimates” for additional details on the state regulatory investigations surrounding HB 6.][added: Estimates—Pension and OPEB Accounting.”]
Any damage to our reputation, either generally or as a result [removed: of] [added: of, among other things, changes in our service reliability, our rate affordability or negative outcomes in] the [removed: foregoing,] [added: ongoing matters relating to HB 6,] may lead to negative customer perception, which may make it difficult for us to compete successfully for new opportunities, or could adversely impact our ability to launch new sophisticated technology-driven solutions to meet our customer expectations.
Risks Associated with the Execution of Our Strategic [removed: Initiatives][added: Initiatives and the Regulation of Our Distribution and Transmission Businesses]
FirstEnergy leverages opportunities to reduce costs – such as filling only critical positions, implementing our facility optimization plans, [added: deploying advanced technology, including but not limited to artificial intelligence,] and exploring other additional, sustainable opportunities, such as reducing contractor spend.
Factors that may affect [removed: rate recovery of] our [removed: transmission investments] [added: revenue growth may] include: (1) FERC’s timely approval of rates to recover such investments; (2) whether [removed: the] investments are included in PJM's [removed: Regional Transmission Expansion Plan;] [added: RTEP;] (3) FERC's evolving policies with respect to incentive rates for transmission [removed: assets; (4) FERC's evolving policies with respect to] [added: investment assets,] the calculation of the base ROE component of transmission [removed: rates;] [added: rates, and the interconnection of AI data centers and transmission network upgrades supporting such large loads; (4) FERC’s potentially-evolving policies regarding whether certain classes of network transmission upgrade costs can be capitalized as part of transmission rates and whether such costs will be direct charged to the connecting customer;] (5) consideration and potential impact of the objections of those who oppose such investments and their recovery; and (6) timely development, construction, and operation of the new facilities.
The retail rates for each of the Electric Companies are set by each of its respective regulatory agency for utilities in the state in which it operates - in Maryland by the MDPSC, in New Jersey by the NJBPU, in Ohio by the PUCO, in Pennsylvania by the [removed: PPUC, in West Virginia by the WVPSC and in New York by the NYPSC – through traditional, cost-based regulated utility ratemaking.]
FERC’s policies on recovery of transmission costs continue to evolve, evidenced by ongoing proceedings to determine an appropriate ROE methodology to determine transmission ROEs, [removed: and] to determine whether FERC’s existing policies on transmission rate incentives should be [removed: revised.][added: revised, and to determine whether certain classes of network transmission upgrade costs can be recovered in transmission rates and whether such costs will be direct charged to the connecting customer.]
*We could be subject to higher costs and/or penalties related to mandatory reliability standards set by [removed: NERC/FERC] [added: NERC, FERC, and RFC] or changes in the rules of organized markets, which could have an adverse effect on our financial condition.*
[removed: Owners,] [added: Among other rules, regulations, policies and procedures, owners,] operators, and users of the bulk electric system are subject to mandatory reliability standards promulgated by NERC and approved by FERC.
NERC, RFC and FERC [removed: can be expected to] continue to refine existing reliability standards as well as develop and adopt new reliability standards.
Compliance with modified or new reliability standards may subject us to higher operating costs and/or increased [removed: investments.][added: capital expenditure.]
If we were found not to be in compliance with [added: one or more of] the mandatory reliability standards, we [added: and/or our subsidiaries] could be subject to sanctions, including substantial monetary penalties.
[added: For example,] FERC has [added: the] authority [added: under the FPA] to impose penalties up to and including $1.5 million per [removed: day] [added: day, subject thereafter to annual adjustments] for [added: inflation, for] failure to comply with these mandatory [removed: electric] reliability standards.
A need to serve the load obligations of these data centers, which could be up to [removed: 5,575] [added: 16,985] MWs through [removed: 2029,] [added: 2035,] has the potential to adversely impact our business, results of operations, financial condition, or cash flows.
The hazards described above, along with other safety hazards associated with our operations, can cause significant personal injury or loss of life, severe damage to and destruction of [removed: property, plant and equipment,] [added: PP&E,] contamination of, or damage to, the environment and suspension of operations.
*Cyber-attacks, [removed: electronic or physical] data security breaches and other disruptions to our information technology systems, or those of third parties we are connected to or do business with, could compromise our business operations, critical and proprietary information and employee and customer data, which could have a material adverse effect on our business, results of operations, financial condition and reputation.*
[removed: For all of these reasons, any] [added: Any] such cyber incident could result in significant lost revenue, the inability to conduct critical business functions and serve customers for a significant period of time, the loss of confidential, sensitive and proprietary information, including but not limited to personal information of our customers, employees, suppliers, vendors and other third parties, the use of significant management resources, legal claims or proceedings, regulatory penalties, significant remediation costs, increased regulation, increased capital costs, increased insurance costs, increased protection costs for enhanced [removed: cyber security] [added: cybersecurity] systems or personnel, and/or damage to our reputation, all of which could materially adversely affect our business, results of operations, financial condition and reputation.
Prices for equipment, materials, supplies, employee labor contractor services, together with the cost of variable-rate debt, have increased in recent years and could continue to increase in [removed: 2025] [added: 2026] and beyond.
[added: Also, interest rates could change as a] result of economic or other events that are beyond the control of our risk management processes.
[removed: *Continued supply] [added: *Supply] chain disruptions could have an adverse effect on our results of operations, cash flow and financial condition.*
We [removed: continue to] [added: have in the past and may in the future] experience supply chain challenges due to economic conditions that developed during the COVID-19 pandemic and have continued in the years since, with order lead times increasing across numerous material [removed: categories, some of which remained elevated through 2024 and into 2025.][added: categories.]
The presidential administration [removed: has taken] [added: took] action in 2025 to impose substantial new or increased tariffs.
The regional economy in which [removed: our] [added: the] Electric Companies operate is influenced by conditions in industries in our business territories, e.g., data centers, shale gas, automotive, chemical, steel and other heavy industries, and as these conditions and resultant demand of those industries for electricity generation changes, our revenues will be impacted.
[removed: *We are] [added: *FirstEnergy is] subject to risks arising from the operation of [removed: our power plants] [added: its electric generation facilities] and transmission and distribution equipment which could reduce revenues, increase expenses and have a material adverse effect on our business, financial condition and results of operations.*
Operation of [removed: generation,] transmission and distribution [removed: facilities] [added: facilities, and in the case of MP, electric generation facilities,] involves risk, including the risk of potential breakdown or failure of equipment or processes due to aging infrastructure, fuel supply or transportation disruptions, accidents, labor disputes or work stoppages by employees, human error in operations or maintenance, acts of terrorism or sabotage, cyber-attacks, construction delays or cost overruns, shortages of or delays in obtaining equipment, material and labor, operational restrictions resulting from environmental requirements and governmental interventions, and operational performance below expected levels.
As a result of the continued threat of physical acts of war, terrorism, sabotage or other attacks in the United States, our electric generation, fuel storage, transmission and distribution facilities and other infrastructure, including [removed: power plants,] [added: electric generation facilities,] transformer and high voltage lines and substations, or the facilities or other infrastructure of an interconnected company, could be direct targets of, or indirect casualties of, an act of war, terrorism, sabotage or other attack, which could result in disruption of our ability to generate, purchase, transmit or distribute electricity for a significant period of time, otherwise disrupt our customer operations and/or result in incidents that could result in harmful effects on the environment and human health, including loss of life.
On February 26, 2025, the U.S. Attorney’s Office filed a status report confirming these commitments.
Our reputation is important towards maintaining new and ongoing positive relationships with customers, regulators, investors, and other stakeholders.
The success of our growth strategy will depend, in part, on the successful growth of revenue resulting from our transmission investments in line with our expectations.
PPUC, in West Virginia by the WVPSC and in New York by the NYPSC – through traditional, cost-based regulated utility ratemaking.
Evolving legislation and executive actions related to our rates enacted by individual states, such as Ohio Senate Bill 2 of 2025 and Executive Order No. 2 of 2026 issued by the New Jersey governor on January 20, 2026, may also affect outcomes in distribution rate cases or could create uncertainty around our rate strategy.
FERC, at the instruction of the U.S. Secretary of Energy, is also considering whether to develop regulations intended to speed interconnection of AI data centers and “hybrid” data center/electric generation facilities (collectively, “large loads”) to the transmission system.
Final regulations, if any, from FERC are expected in the second quarter of 2026.
To the extent the new regulations promulgated by FERC do not permit transmission utilities to fully recover costs associated with transmission network upgrades required to serve new large loads, our strategy of investing in transmission could be adversely affected.
*External pressures beyond our control may increase customer rates and, when combined with state and federal regulatory action to mitigate bill impacts, may impair our ability to earn a fair and equitable return on our investments and execute our strategy.*
PJM’s recent capacity auctions have been subject to a “price collar” that has resulted from all-time high generation capacity prices in recent auction outcomes.
These all-time high capacity prices ultimately are passed through in retail rates and can result in material increases in retail customers’ monthly electric utility bills.
On January 16, 2026, the PJM board along with various federal and state officials, expressed interest in extending the price collar through mid-2030.
In addition, the parties to the Statement of Principles suggested that PJM should conduct a “backstop” auction to procure additional generation capacity, with the costs to be allocated first to “new” data centers and second to existing PJM loads.
If the PJM capacity auctions continue to clear at the auction cap, and if PJM conducts a “backstop” capacity auction that clears at a high price point, customer resistance to the resulting market driven increases on the generation portion of their bills could lead to increased pressure for state and federal utility regulators to limit the needed capital investment in transmission and distribution systems required for safe, reliable and resilient service to customers, which may impair our ability to earn a fair and equitable return on our investments and execute our strategy.
Our investments in transmission and distribution infrastructure modernization, reliability improvements, environmental compliance and storm hardening may increase customer bills over time and the resulting higher electric bills, when combined with the external pressures discussed above, may place pressure on residential customers’ affordability, particularly in portions of our service territory with lower median household income or high energy burdens and/or amongst those customers who have already seen significant retail bill increases.
State and federal regulators may also adopt or modify policies intended to mitigate customer bill impacts – including disallowance or delayed recovery of certain capital investments or operating expenses, mandated bill assistance programs, changes to rate design, or restrictions on rate increases.
Customer concerns regarding affordability may result in increased regulatory scrutiny, constraints on the size and timing of rate increases, expanded bill
mitigation requirements, or disallowances, any of which could adversely affect our ability to recover costs or earn our authorized return on equity.
In addition, sustained increases in customer bills may lead to reduced electricity usage through conservation, energy efficiency, or distributed generation, which could limit future load growth and revenues.
Regulatory agencies may also require utilities to offset portions of rising costs related to grid modernization, resilience investments, environmental compliance, or rapidly evolving market conditions if they determine that such costs would unduly affect customer affordability.
Any such actions could limit or delay our ability to recover costs or investments, earn a fair and equitable return, or maintain expected cash flows and could have an adverse effect on our businesses, financial condition, results of operations and cash flows.
Our operations are subjected to audit by FERC, NERC and RFC, which may conduct routine or special audits and issue requests designed to ensure compliance with applicable rules, regulations, policies and procedures.
The reliability standards address operation, planning, and security of the bulk electricity system, including requirements with respect to real-time transmission operations, emergency operations, vegetation management, critical infrastructure protection, and personnel training.
Potential non-monetary sanctions include imposing limitations on the violator’s activities or operations.
At the same time, our planning could be adversely affected if electricity usage by data centers is ultimately lower than projected, which could reduce anticipated load growth.
We rely on complex information technology systems to operate our generation, transmission and distribution networks and to store sensitive business, employee and customer data.
Increasingly sophisticated cyber-attacks, ransomware, and other security breaches—whether targeting us or third parties with whom we do business—could disrupt operations, compromise confidential information, and result in significant financial, legal, and reputational harm.
Cybersecurity threats, including those that exploit advances in technologies such as artificial intelligence, continue to grow in frequency and sophistication, and the security controls we implement may not fully prevent or detect all such threats or incidents.
Emerging artificial intelligence technologies may be used to develop new hacking tools, obscure malicious activities, exploit vulnerabilities, and increase the difficulty of detecting threats.
Despite ongoing investments in cybersecurity, we cannot guarantee prevention or timely detection of all threats, which continue to evolve and may be amplified by interconnected systems.
A successful attack or breach could lead to service interruptions, regulatory penalties, litigation, remediation costs, and loss of customer trust.
Inflation and broader economic conditions have continued to drive up the price of the cost of essential components used in the construction of transmission infrastructure, such as electrical equipment, steel and aluminum, and we may experience supply chain disruptions and long lead times for critical equipment.
Our operations and corporate strategy may also be adversely affected by supply chain disruptions and inflation, including shortages and delays in key materials, equipment and contractor services.
The supply chain of goods and services we rely on could be impacted by sanctions, tariffs, manufacturing labor shortages and domestic and international shipping constraints, which could increase our costs and delay delivery of critical materials.
Additionally, the operations of the Electric Companies are affected by the economic conditions in their respective service territories and those conditions could negatively impact the rate of delinquent customer accounts and our collections of accounts receivable, which could adversely impact our financial condition, results of operations and cash flows.
FirstEnergy’s Energize365 business plan calls for extensive capital investments totaling approximately $36 billion from 2026 through 2030.
our business reputation and adversely affect our operating results through reduced revenues, increased capital and operating costs, litigation or the imposition of penalties/fines or other adverse regulatory outcomes.
(Applies to FE)*
To the extent that changes in
For further discussion of the regulation of GHG emissions, see Note 14., "Commitments, Guarantees and Contingencies" of the Combined Notes to Financial Statements of the Registrants for additional information and discussion.
*The HB 6 related state regulatory investigations could have a material adverse effect on our reputation, business, financial condition, results of operations, liquidity or cash flows.*
There are several ongoing HB 6 related state regulatory matters including, but not limited to, the below HB 6-related matters, each of which was stayed for a third time by the PUCO on August 23, 2023, at the request of the U.S. Attorney for the Southern District of Ohio, for a period of an additional six months.
The stay on the following matters was lifted on February 26, 2024:
- On September 8, 2020, the OCC filed motions in the Ohio Companies’ corporate separation audit and DMR audit dockets, requesting the PUCO to open an investigation and management audit, hire an independent auditor, and require FirstEnergy to show it did not improperly use money collected from consumers or violate any utility regulatory laws, rules or orders in its activities regarding HB 6.
On February 26, 2024, this proceeding was consolidated with the expanded DCR rider audit proceeding described below and on November 22, 2024, the administrative law judge ordered that the bifurcated portion of the corporate separation audit, discussed further below, be consolidated with the already-consolidated DMR audit and expanded DCR rider audit proceeding.
Evidentiary hearings are scheduled to begin May 13, 2025;
- On September 15, 2020, the PUCO opened a new proceeding to review the political and charitable spending by the Ohio Companies in support of HB 6 and the subsequent referendum effort.
On September 30, 2024, the third-party auditor’s report was filed.
See ”Outlook - State Regulation - Ohio” below for additional information regarding the auditor’s findings.
Comments have been filed on the audit report and remain pending with the PUCO;
- On December 30, 2020, the PUCO directed PUCO staff to solicit a third-party auditor and conduct a full review of the DMR to ensure funds collected from customers through the DMR were only used for the purposes established in ESP IV.
The auditor’s report was filed on January 14, 2022, and the parties submitted final comments and responses in the second quarter 2022.
Evidentiary hearings are scheduled to begin May 13, 2025; and
- On March 10, 2021, the PUCO expanded the scope of an ongoing annual audit of the Ohio Companies’ Rider DCR for 2020 to include a review of certain transactions that were either improperly classified, misallocated, or lacked supporting documentation, and to determine whether funds collected from customers were used to pay the vendors, and if so, whether or not the funds associated with those payments should be returned to customers through Rider DCR or through an alternative proceeding.
On February 26, 2024, this proceeding was consolidated with the Rider DMR audit proceeding described above, and further lifted the stay of the portion of the investigation relating to an apparent nondisclosure of a side agreement.
On November 22, 2024, the administrative law judge ordered that the bifurcated portion of the corporate separation audit be consolidated with the already-consolidated DMR audit and the expanded DCR rider audit proceeding.
Evidentiary hearings are scheduled to begin May 13, 2025.
While FirstEnergy is committed to pursuing an open dialogue with stakeholders in an appropriate manner with respect to the numerous regulatory proceedings currently underway, FirstEnergy shareholders in particular are at risk of being adversely impacted because the rates our Electric Companies and Transmission Companies are allowed to charge may be decreased as a result of actions taken by a regulator to which our Electric Companies and Transmission Companies are subject to jurisdiction, whether as a result of the DPA, any failure to have complied with anti-corruption laws, or otherwise.
We are unable to predict the adverse impacts of such regulatory matters, including with respect to rates, and, therefore, any of these risks could impact us significantly beyond expectations.
Moreover, we are unable to predict the potential for any additional regulatory actions, any of which could exacerbate these risks or expose us to adverse outcomes in pending or future rate cases, and could have a material adverse effect on our reputation, business, financial condition, results of operations, liquidity or cash flows.
Our reputation is important.
Risks Associated with Regulation of Our Distribution and Transmission Businesses
Our ability to capitalize on investment opportunities available to our transmission business depends, in part, on successful recovery of our transmission investments.
For example, in 2024, heating degree days in 2024 were 1% below 2023 and 15% below normal.
In the ordinary course of our business, we depend on information technology systems that utilize sophisticated operational systems and network infrastructure to run all facets of our generation, transmission and distribution services.
Additionally, we store sensitive data, intellectual property and proprietary or personally identifiable information regarding our business, employees, shareholders, customers, suppliers, business partners and other individuals in our data centers and on our networks.
We may also need to provide sensitive data to vendors and service providers who require access to this information.
The secure maintenance of information and information technology systems is critical to our operations.
Over the last several years, there has been an increase in the frequency of cyber-attacks by terrorists, hackers, international activist organizations, foreign governments and individuals.
These and other unauthorized parties may attempt to gain access to our network systems or facilities, or those of third parties with whom we do business, including directly through our network infrastructure or through fraud, trickery, or other forms of deception against our employees, contractors and temporary staff.
Additionally, our information and information technology systems and those of our vendors and service providers may be increasingly vulnerable to data security breaches, damage and/or interruption due to viruses, ransomware, unauthorized physical access, theft of access devices, human error, malfeasance, faulty password management or other malfunctions and disruptions.
Further, hardware, software, or applications we develop or procure from third parties may contain defects in design or manufacture or other problems that could unexpectedly compromise information and/or security.
As a source of critical infrastructure, the energy industry is at heightened threat of cyber-attacks, which are becoming increasingly more difficult to anticipate and prevent due to their rapidly evolving nature.
We cannot anticipate, detect, or implement fully preventive measures against all cybersecurity threats because the techniques used are increasingly sophisticated and constantly evolving and in some cases, assisted by artificial intelligence.
In addition, the increased use of smartphones, tablets, and other wireless devices, as well as ongoing remote work-from-home arrangements, may also heighten these and other operational risks.
Our generation, transmission and distribution infrastructure, as well as the transmission facilities of third parties with whom we are interconnected, may be increasingly vulnerable to such attacks as a result of the rapidly evolving and increasingly sophisticated means by which attempts to defeat security measures and gain access to our information technology systems may be made.
As our transmission facilities are interconnected with those of third parties, the operation of our facilities could be adversely affected by cyber-attacks or other unexpected or uncontrollable events occurring on the systems of such third parties.
Any actual or perceived cyber-attack, data security breach, damage, interruption and/or defect could: (i) disable our generation, transmission and/or distribution services for a significant period of time; (ii) delay development and construction of new facilities or capital improvement projects; (iii) adversely affect our customer operations; (iv) expose us to increased risk of lawsuits; (v) expose us to increased risk of regulatory penalties; (vi) expose us to increased risk of loss of potential or existing customers; (vii) expose us to increased risk of damage relating to loss of proprietary information; (viii) corrupt data; and/or (ix) result in unauthorized access to the information stored in our data centers and on our networks and those of our vendors and service providers, including company proprietary information, supplier information, employee data and personal customer data, causing the information to be publicly disclosed, lost or stolen or result in incidents that could result in economic loss and liability and harmful effects on the environment and human health, including loss of life.
As cyber threats continually evolve and become more difficult to detect and successfully defend against, there can be no assurance that we can implement or maintain adequate preventive measures, accurately assess the likelihood of a cyber-incident or quantify potential liabilities or losses.
Also, we may not discover any data security breach and loss of information for a significant period of time after the data security breach occurs, particularly when the breach has occurred on the systems of our vendors and service providers.
An excerpt. Shown here: 40 of 115 rewritten, 40 of 55 added and 40 of 75 removed. The counts are complete. For every sentence, read Item 1A. RISK FACTORS in the FY2025 filing and the FY2024 filing.
Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
671 rewritten, 634 added, 625 removed, 571 unchanged
Forward-Looking Statements: This Form 10-K includes forward-looking statements based on information currently available to [removed: management.][added: the Registrants’ management and unless the context requires otherwise, references to “we,” “us,” “our” and “FirstEnergy” refer to the Registrants collectively.]
- The potential liabilities, increased costs and unanticipated developments resulting from government investigations and agreements, including those associated with compliance with or failure to comply with the DPA, and settlements with the OAG's office and [removed: SEC.][added: the SEC;]
- The risks and uncertainties associated with litigation, [added: including the securities class-action lawsuit, regulatory proceedings,] arbitration, mediation and similar [removed: proceedings, particularly regarding HB 6 related matters.][added: proceedings;]
- Changes in national and regional economic conditions, including recession, volatile interest rates, inflationary pressure, supply chain disruptions, higher fuel costs, and workforce impacts, affecting us and/or our customers and [removed: those] [added: the] vendors with which we do [removed: business.][added: business;]
- Variations in weather, such as mild seasonal weather variations and severe weather conditions (including events caused, or exacerbated, by climate change, such as wildfires, hurricanes, flooding, droughts, high wind events and extreme heat events) and other natural disasters, which may result in increased storm restoration expenses [added: or material liability] and negatively affect future operating [removed: results.][added: results;]
- The potential liabilities and increased costs arising from regulatory actions or outcomes in response to severe weather conditions and other natural [removed: disasters.][added: disasters;]
- Legislative and regulatory developments, and executive orders, including, but not limited to, matters related to rates, [removed: energy regulatory policies, compliance] [added: generation resource adequacy, co-location of generation] and [removed: enforcement activity, cyber security, climate change,] [added: large loads,] and [removed: diversity, equity] [added: compliance] and [removed: inclusion.][added: enforcement activity;]
- The risks associated with physical attacks, such as acts of war, terrorism, sabotage or other acts of violence, and cyber-attacks and other disruptions to our, or our vendors’, information technology system, which may compromise our operations, and data security breaches of sensitive data, intellectual property and proprietary or personally identifiable [removed: information.][added: information;]
- The ability to meet our [added: publicly-disclosed] goals relating to climate-related [removed: and environmental, social and governance] matters, opportunities, improvements, and efficiencies, including [removed: our] [added: FirstEnergy’s] GHG reduction [removed: goals.][added: goals; and]
- The ability to accomplish or realize anticipated benefits through establishing a culture of continuous improvement and our other strategic and financial goals, including, but not limited to, executing [removed: Energize365*,*] [added: Energize365,] our transmission and distribution investment plan, executing on our rate filing strategy, controlling costs, improving credit metrics, maintaining investment grade ratings, strengthening our balance sheet and growing [removed: earnings.][added: earnings;]
- Changing market conditions affecting the measurement of certain liabilities and the value of assets held in [removed: our] [added: FirstEnergy's] pension trusts may negatively impact our forecasted growth rate, results of operations and may also cause [removed: us] [added: it] to make contributions to [removed: our] [added: its] pension sooner or in amounts that are larger than currently [removed: anticipated.][added: anticipated;]
- Changes to environmental laws and regulations, including, but not limited to, [removed: rules finalized by the EPA] [added: federal] and [removed: SEC, including those currently stayed,] [added: state rules] related to climate change, [added: CCRs,] and potential changes to such laws and [removed: regulations as a result of the new U.S. presidential administration.][added: regulations;]
- Changes in customers’ demand for power, including, but not limited to, economic conditions, the impact of climate change, [added: and] emerging technology, particularly with respect to electrification, energy [removed: storage] [added: storage, co-location of generation] and [added: large loads, and] distributed sources of [removed: generation.][added: generation;]
- The ability to access the public securities and other capital and credit markets in accordance with our financial plans, the cost of such capital and overall condition of the capital and credit markets affecting us, including the increasing number of financial institutions evaluating the impact of climate change on their investment decisions, and the loss of [removed: our] [added: FE’s] status as a well-known seasoned [removed: issuer.][added: issuer;]
- Future actions taken by credit rating agencies that could negatively affect either our access to or terms of financing or our financial condition and [removed: liquidity.][added: liquidity;]
- Changes in assumptions regarding factors such as economic conditions within our territories, the reliability of our transmission and distribution system, [added: our] generation resource [removed: planning,] [added: planning in West Virginia,] or the availability of capital or other resources supporting identified transmission and distribution investment [removed: opportunities.][added: opportunities;]
- The potential of non-compliance with debt covenants in our credit [removed: facilities.][added: facilities;]
- The ability to comply with applicable reliability standards and energy efficiency and peak demand reduction [removed: mandates.][added: mandates;]
- Human capital management challenges, including among other things, attracting and retaining appropriately trained and qualified [removed: employees] [added: employees,] and labor disruptions by our unionized [removed: workforce.][added: workforce;]
- Changes to significant accounting [removed: policies.][added: policies;]
- Any changes in tax laws or regulations, including, but not limited to, the IRA of 2022, [added: the OBBBA,] or adverse tax audit results or rulings and potential changes to such laws and [removed: regulations as a result of the new U.S. presidential administration.][added: regulations;]
Dividends declared from time to time on [removed: our] [added: FE’s] common stock during any period may in the aggregate vary from prior periods due to circumstances considered by the FE Board at the time of the actual declarations.
These forward-looking statements are also qualified by, and should be read together with, the risk factors included in (a) Item [removed: 1A.][added: 1A., "Risk Factors", (b) Item 7., "Management’s Discussion and Analysis of Financial Condition and Results of Operations," and (c) other factors discussed herein and in the Registrants’ other filings with the SEC.]
Forward-looking and other statements in this Annual Report on Form 10-K regarding [removed: our] [added: FirstEnergy’s] Climate Strategy, including [removed: our] [added: FirstEnergy’s] GHG emission reduction goals, are not an indication that these statements are necessarily material to investors or required to be disclosed in [removed: our] [added: FE’s] filings with the SEC.
Its electric distribution companies form one of the nation's largest investor-owned electric systems, serving over [removed: six] [added: 6] million customers in Ohio, Pennsylvania, New Jersey, West Virginia, Maryland and New York.
[removed: As of December 31, 2024, AGC and] [added: In addition,] MP [added: and AGC] control [removed: 3,604] [added: 3,610] MWs of [removed: net maximum] [added: total] generation capacity.
[removed: The] [added: FirstEnergy's] Distribution segment, which consists of the Ohio Companies and FE PA, representing [removed: $11] [added: $11.1] billion in rate base as of December 31, [removed: 2024,] [added: 2025,] distributes electricity through FirstEnergy’s electric operating companies in Ohio and Pennsylvania.
The Distribution segment serves approximately 4.3 million customers in Ohio and Pennsylvania across its distribution footprint and purchases power for its [removed: provider of last resort, SOS,] [added: default service or] standard service offer [removed: and default service] requirements.
[removed: The] [added: FirstEnergy's] Integrated segment includes the distribution and transmission operations [removed: under] [added: of] JCP&L, MP and PE, as well as MP’s regulated generation operations, representing [removed: $9.6] [added: $10.2] billion in rate base as of December 31, [removed: 2024.][added: 2025.]
The Integrated segment distributes electricity to approximately 2 million customers in New Jersey, West Virginia and Maryland across its distribution footprint; provides transmission infrastructure in New Jersey, West Virginia, Maryland and Virginia to transmit electricity and operates [removed: 3,604] [added: 3,610] MWs of regulated [removed: net maximum] generation capacity located primarily in West Virginia and [removed: Virginia.][added: Virginia, which includes three solar generation sites, representing 30 MWs of generation capacity.]
[removed: The] [added: FirstEnergy's] Stand-Alone Transmission segment, which consists of FE's ownership in FET and KATCo, representing [removed: $5.3] [added: $5.4] billion in [added: FirstEnergy-owned] rate base as of December 31, [removed: 2024,] [added: 2025,] includes transmission infrastructure owned and operated by the Transmission Companies and used to transmit electricity.
[added: FirstEnergy's] Corporate/Other reflects corporate support and other costs not charged or attributable to the Electric Companies or Transmission Companies, including FE’s retained pension and OPEB assets and liabilities of former subsidiaries, interest expense on FE’s holding company debt and other investments or businesses that do not constitute an operating segment, including FEV’s investment of 33-1/3% equity ownership in Global Holding.
Also included in Corporate/Other for segment reporting is 67 MWs of [removed: net maximum] generation capacity, representing AE Supply’s OVEC capacity entitlement.
As of December 31, [removed: 2024,] [added: 2025,] Corporate/Other had approximately [removed: $6.1] [added: $6.8] billion of external FE holding company debt.
[removed: FET] [added: | Proceeds from FET] Equity Interest [removed: Sale][added: Sale (Note 1.) | | | | | | — | | | | | | 3,500 | | | | | | — | | |]
[added: -] The [added: dilutive effect of the] FET Equity Interest Sale [added: that] closed [removed: on] [added: in] March [removed: 25, 2024] [added: 2024;] and [removed: FET continues to be consolidated in FirstEnergy’s financial statements.]
On May 8, 2024, the EPA [added: issued the legacy CCR rule, which] finalized changes to the CCR regulations addressing inactive surface impoundments at inactive electric utilities, known as legacy CCR surface [removed: impoundments, and in November 2024 and January 2025, the EPA made several technical corrections to the rule.][added: impoundments.]
[removed: The rule extends 2015 CCR rule] [added: Rule] requirements for groundwater monitoring and [removed: protection procedures,] [added: protection,] operational and reporting [removed: procedures,] [added: procedures] as well as closure requirements [removed: for] [added: to] impoundments and landfills that were not originally included for coverage by the 2015 CCR [removed: rule.][added: Rule.]
During [removed: the second quarter of] 2024, as a result of the evaluation of closure options for McElroy’s Run [added: CCR impoundment facility] and the adjacent landfill, AE Supply reviewed its ARO and future expected costs to remediate, resulting in an increase to the ARO liability [removed: and corresponding increase to “Other operating expense”] of $87 [removed: million at Corporate/Other for segment reporting.][added: million.]
[removed: On February 3, 2025,] AE Supply [removed: executed an environmental liability transfer agreement with a subsidiary of IDA Power, LLC, whereby AE Supply will transfer] [added: transferred] the McElroy’s Run CCR impoundment facility and adjacent dry landfill and related remediation [removed: obligations.][added: obligations on March 4, 2025, pursuant to the environmental liability transfer agreement dated February 3, 2025 with a subsidiary of IDA Power, LLC.]
The following Management’s Discussion and Analysis of Financial Condition and Results of Operations in this Form 10-K discusses FirstEnergy's 2025 and 2024 results, and year-over-year comparisons between 2025 and 2024.
Discussions of 2023 results and year-over-year comparisons between 2024 and 2023 that are not included in this Form 10-K can be found in Item 7., “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of FirstEnergy’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on February 27, 2025.
The segment’s results reflect the costs of securing and delivering electric generation to customers, including the deferral and amortization of certain costs.
Additionally, on October 1, 2025, MP and PE filed their integrated resource plan with the WVPSC proposing, among other things, the addition of 70 MWs of solar generation by 2028, and 1,200 MWs of natural gas combined cycle generation by 2031, which are expected to require an estimated capital investment of approximately $2.5 billion, as detailed in the filing.
See Note 13., "Regulatory Matters," of the Combined Notes to Financial Statements of the Registrants for additional details.
On July 16, 2025, FEV sold its entire 33-1/3% equity ownership in Global Holding, the holding company for a joint venture in the Signal Peak mining and coal transportation operations, at book value to WMB Marketing Ventures, LLC and Pinesdale LLC for $47.5 million.
Recent Developments
*Investment Strategy*
FirstEnergy recently increased its customer-focused Energize365 investment plan for the 2026 to 2030 time period to $36 billion, approximately 25% higher than the previous 2025 to 2029 five-year plan, and aims to strengthen the grid, improve reliability and support growing customer demand.
Through the Energize365 program, system-wide capital investments from 2026 to 2030 are expected to comprise the Distribution segment 28%, the Integrated segment 35%, and the Stand-Alone Transmission segment 35%, focused on the following:
- Transmission projects awarded through the PJM Open Window to address regional expansion projects.
Energize365 capital investments included in the current five-year plan are expected to be funded with a combination of organic cash flows, the issuance of debt, including hybrid securities, and the issuance of common equity.
*Dividend Growth*
FirstEnergy continues to return value to shareholders.
*Reorganization*
On March 24, 2025, FirstEnergy internally announced organizational changes that are intended to align the organization with its new business model, which is designed to make FirstEnergy more efficient and sustainable while placing responsibility and accountability closer to customers, employees and regulators.
The changes are also consistent with FirstEnergy’s focus on operations and maintenance expense discipline.
As a result, FirstEnergy recognized a pre-tax charge of approximately $26 million ($5 million at JCP&L) in the first quarter of 2025, which is included within “Other operating expenses” on each of the Registrants' Statements of Income and Comprehensive Income.
*Signal Peak Disposition*
On July 16, 2025, FEV sold its entire 33-1/3% equity ownership in Global Holding, the holding company for a joint venture in the Signal Peak mining and coal transportation operations, at book value to WMB Marketing Ventures, LLC and Pinesdale LLC for $47.5 million, which is classified within cash flows from investing activities - other of FirstEnergy’s Consolidated Statements of Cash Flows.
*Valley Link*
On February 21, 2025, FET, DominionHV and Transource entered into the Valley Link Operating Agreement, which established the general framework for Valley Link and the Valley Link Subsidiaries to accept, design, develop, construct, own, operate and finance those transmission projects awarded by PJM to Valley Link.
This general framework includes parameters regarding the
relationship among the three members, confers governance rights to its members so long as certain ownership percentages are maintained, as described below, and defines the list of projects that Valley Link will have the right to develop.
Valley Link is the owner of the Valley Link Subsidiaries, which are organized in various states.
On February 26, 2025, in response to the PJM 2024 RTEP Long-Term Proposal Window #1, PJM awarded two electric transmission projects to Valley Link estimated to be approximately $3 billion, with FET’s share estimated to be approximately $1 billion.
*Grid Growth*
On February 13, 2026, FET and Transource entered into the Grid Growth Operating Agreement, which established the general framework for FET and Transource to accept, design, develop, construct, own, operate and finance those transmission projects awarded by PJM to certain of the subsidiaries of Grid Growth, on February 12, 2026.
This general framework includes parameters regarding the relationship among the two members, confers governance rights to its members so long as certain ownership percentages are maintained and defines the list of projects that Grid Growth will have the right to develop.
Grid Growth is the sole owner of Grid Growth Ohio and owns an 80% interest in Grid Growth EHV, with Transource owning the remaining interests.
On February 12, 2026, in response to the PJM 2025 RTEP Long-Term Proposal Window #1, PJM awarded a project to Grid Growth estimated to be approximately $1 billion, with FET’s share estimated to be approximately $448 million.
The settlement provides for total program costs of $339 million, including capital investments in JCP&L’s electric distribution system of approximately $203 million, $132 million of matching capital investments and approximately $4 million of O&M expense.
Pursuant to the settlement, the program began on July 1, 2025, and will continue through December 31, 2028, and JCP&L has agreed to file a base rate case no later than January 1, 2030.
*Regulatory Matters - Ohio*
On April 7, 2025, certain intervenors filed an appeal to the Supreme Court of Ohio challenging the Ohio Companies’ return to ESP IV.
On May 22, 2025, the Supreme Court of Ohio granted the Ohio Companies motion to intervene in the appeal as appellees.
On July 7, 2025, OCC and NOAC filed their Appellants’ brief.
Appellees, including the Ohio Companies, filed their briefs on August 26, 2025, to which the OCC and NOAC replied on September 15, 2025.
On May 15, 2025, the Ohio Governor signed HB 15, which repealed the statute authorizing ESPs in Ohio, eliminating the PUCO’s ability to authorize future ESPs such as ESP VI.
On December 17, 2025, the PUCO dismissed ESP VI due to the repeal of the ESP statute pursuant to HB 15.
- The risks and uncertainties associated with government investigations and audits regarding HB 6 and related matters, including potential adverse impacts on federal or state regulatory matters, including, but not limited to, matters relating to rates.
- Mitigating exposure for remedial activities associated with retired and formerly owned electric generation assets, including those sites impacted by the legacy CCR rules that were finalized during 2024.
Risk Factors, (b) Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations, and (c) other factors discussed herein and in FirstEnergy's other filings with the SEC.
During the first quarter of 2024, FirstEnergy’s segment reporting structure was modified to increase transparency for leadership and investors, simplify the presentation to corresponding legal entities, and align FirstEnergy’s earnings, cash flows and balance sheets at the business unit level.
FirstEnergy’s reportable segments are as follows:
The segment will also include MP and PE’s 50 MWs of solar generation at five sites in West Virginia once complete.
The first two solar generation sites were completed and placed in service in January and September 2024, representing 24 MWs of net maximum generating capacity.
The remaining three sites, once completed, are expected to provide 26 MWs of additional net maximum generation capacity.
KATCo, which was a subsidiary of FET, became a wholly owned subsidiary of FE prior to the closing of the FET P&SA I and remains in the Stand-Alone Transmission segment.
On January 1, 2024, WP transferred certain of its Pennsylvania-based transmission assets to KATCo and prior year results in the Stand-Alone Transmission segment reflect the earnings and results of those WP transmission assets.
FirstEnergy believes that this segment reporting serves to provide:
- Greater transparency into our business unit performance;
- Alignment with our cash flow, credit metrics, balance sheet and earnings to the companies comprising each segment;
- Simplification of our segment reporting so that each entire entity resides within a segment; and
- Consistency with peers.
PA Consolidation
On January 1, 2024, FirstEnergy consolidated the Pennsylvania Companies into FE PA, rendering FE PA a new, single operating entity and the successor-in-interest to all assets and liabilities of the Pennsylvania Companies.
As of January 1, 2024, FE PA is FE’s only regulated distribution power company in Pennsylvania encompassing the operations previously conducted individually by the Pennsylvania Companies.
FirstEnergy continues to evaluate the legal, financial, operational and branding benefits of consolidating the Ohio Companies into a single Ohio power company.
Also on January 1, 2024, WP transferred certain of its Pennsylvania-based transmission assets to KATCo, and PN and ME contributed their respective Class B equity interests of MAIT to FE, which were ultimately contributed to FET in exchange for a special purpose membership interest in FET.
So long as FE holds the FET special purpose membership interests, it will receive 100% of any Class B distributions made by MAIT.
On February 2, 2023, FE, along with FET, entered into the FET P&SA II with Brookfield and the Brookfield Guarantors, pursuant to which FE agreed to sell to Brookfield at the closing, and Brookfield agreed to purchase from FE, an incremental 30% equity interest in FET for a purchase price of $3.5 billion.
The purchase price was paid in part by the issuance of two promissory notes at closing having an aggregate principal amount of $1.2 billion with: (i) one promissory note having an aggregate principal amount of $750 million, at an interest rate of 5.75% per annum, with a maturity date of September 25, 2025 and (ii) one promissory note having an aggregate principal amount of $450 million, at an interest rate of 7.75% per annum, with a maturity date of December 31, 2024.
The remaining $2.3 billion of the purchase price was paid in cash at closing.
On July 17, 2024, Brookfield paid FE approximately $1.2 billion in full satisfaction of the promissory notes.
Interest income associated with the promissory notes was $24 million for the year ended December 31, 2024 and is reported within “Miscellaneous income, net” on FirstEnergy’s Consolidated Statements of Income.
As a result of the consummation of the transaction, Brookfield’s interest in FET increased from 19.9% to 49.9%, while FE retained the remaining 50.1% ownership interests of FET.
Asset Retirement Obligations
In anticipation of such expenditures, FirstEnergy performed a preliminary assessment of former CCR disposal sites and calculated an initial estimate applying historical experience in remediating comparable sites.
As a result, FirstEnergy recorded a $139 million increase to its ARO during 2024, of which $113 million is included in “Other operating expenses” on the Consolidated Statements of Income and was not capitalized as an asset retirement cost since the associated plants do not have future cash flows.
On November 30, 2020, AE Supply submitted a closure deadline extension request to the EPA seeking to extend the cease accepting waste date for the McElroy's Run CCR impoundment facility to October 2024, which request was withdrawn by AE Supply on July 9, 2024, prior to the completion of the technical review by the EPA.
As of May 31, 2024, AE Supply ceased accepting waste at the McElroy’s Run CCR impoundment facility from Pleasants Power Station.
As of December 31, 2024, AE Supply continues to operate the dry landfill adjacent to McElroy’s Run as a disposal facility for Pleasants Power Station.
The escrow funding obligation will be secured by a surety bond, which will be guaranteed by FE.
The transaction is expected to close before the end of the first quarter of 2025 and the derecognition of the ARO is not expected to have a material impact to FirstEnergy’s financial statements, however, no assurances of the closing of the transfer will be satisfied, including transfer of all required environmental permits.
See Note 10, “Asset Retirement Obligations,” of the Notes to Consolidated Financial Statements.
Our Strategy
Powered by its employees and guided by its experienced leadership team and engaged FE Board, FirstEnergy is accelerating its transformation into a premier electric company.
The FE Board and FirstEnergy’s executive management team are aligned behind a business model grounded in investing, operating, recovering costs and financing our regulated electric company operations.
An excerpt. Shown here: 40 of 671 rewritten, 40 of 634 added and 40 of 625 removed. The counts are complete. For every sentence, read Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS in the FY2025 filing and the FY2024 filing.
Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
1 rewritten, 1 added, 0 removed, 0 unchanged
[removed: The information required by Item 7A] relating to market risk is set forth in Item [removed: 7,] [added: 7.,] "Management's Discussion and Analysis of Financial Condition and Results of Operations."
The information required by Item 7A.
Item 1. BUSINESS
95 rewritten, 42 added, 47 removed, 121 unchanged
FirstEnergy’s transmission operations include more than 24,000 miles of transmission lines and two regional transmission operation [removed: centers.][added: centers, and MP and AGC control 3,610 MWs of total generation capacity.]
The Electric Companies’ combined service areas encompass approximately 65,000 square miles in Ohio, Pennsylvania, West Virginia, Maryland, New Jersey, and New York, providing distribution services for over six million customers in an area with a population of approximately 14 million and [removed: include more than 9,900 miles] [added: a total rate base] of [removed: transmission lines.][added: approximately $21.3 billion as of December 31, 2025.]
OE owns property and does business as an electric public utility in Ohio, providing distribution services to approximately 1.1 million customers in central and northeastern Ohio, with a rate base of [removed: $2.1] [added: $2.0] billion as of December 31, [removed: 2024.][added: 2025.]
OE has [removed: 1,061] [added: 1,013] employees and serves an area that has a population of approximately 2.4 million.
CEI owns property and does business as an electric public utility in Ohio, providing distribution services to approximately 0.8 million customers in northeastern Ohio, with a rate base of $1.7 billion as of December 31, [removed: 2024.][added: 2025.]
CEI has [removed: 819] [added: 752] employees and serves an area that has a population of approximately 1.7 million.
TE owns property and does business as an electric public utility in Ohio, providing distribution services to approximately 0.3 million customers in northwestern Ohio, with a rate base of [removed: $0.6] [added: $0.5] billion as of December 31, [removed: 2024.][added: 2025.]
TE has [removed: 324] [added: 281] employees and serves an area that has a population of approximately 0.7 million.
FE PA owns property and does business as an electric public utility in Pennsylvania and New York, providing distribution services to approximately 2.1 million customers in Pennsylvania and [removed: four thousand] [added: approximately 4,000] customers in Waverly, New York, with a rate base of [removed: $6.6] [added: $6.9] billion as of December 31, [removed: 2024.][added: 2025.]
FE PA has [removed: 2,083] [added: 1,916] employees and serves an area that has a population of approximately 4.5 million.
JCP&L owns property and does business as an electric public utility in New Jersey, providing distribution services to approximately 1.2 million customers, as well as transmission services in northern, western, and east central New Jersey, with a combined rate base of [removed: $4.7] [added: $5.1] billion as of December 31, [removed: 2024.][added: 2025.]
JCP&L has [removed: 1,296] [added: 1,165] employees and serves an area that has a population of approximately 2.8 million.
PE owns property and does business as an electric public utility in Maryland, Virginia, and West Virginia, providing distribution services to approximately [removed: 0.5] [added: 0.4] million customers in Maryland and West [removed: Virginia and provides] [added: Virginia, as well as] transmission services in Maryland, West Virginia and Virginia.
PE had a combined rate base of approximately [removed: $1.6] [added: $1.0] billion as of December 31, [removed: 2024.][added: 2025.]
PE has [removed: 505] [added: 473] employees and serves an area that has a population of approximately 1.0 million.
MP owns property and does business as an electric public utility in West Virginia, providing distribution services to approximately 0.4 million customers, as well as generation and transmission services in northern West Virginia, with a combined rate base of [removed: $3.3] [added: $4.1] billion as of December 31, [removed: 2024.][added: 2025.]
MP has [removed: 1,040] [added: 968] employees and serves an area with a population of approximately 0.8 million.
MP owns or contractually controls [removed: 3,604] [added: 3,610] MWs of [removed: net maximum] generation capacity that is supplied to its electric utility business, including [removed: 24] [added: 30] MWs of Solar generation and 487 MWs of pumped-storage hydroelectric generation from its 16.25% undivided interest in the Bath County facility in Virginia through its [removed: wholly-owned] [added: wholly owned] subsidiary AGC.
FET, a holding company and parent of ATSI, MAIT, [removed: TrAIL,] and [removed: PATH,] [added: TrAIL,] is a VIE of FE, which holds 50.1% of its issued and outstanding membership interests.
Through its subsidiaries, FET owns and operates high-voltage transmission facilities in the PJM Region and has a [added: FirstEnergy-owned] rate base of [removed: $8.5] [added: $4.9] billion.
On January 1, 2024, PN and ME contributed their respective Class B equity interests of MAIT to FE, which were ultimately contributed to FET in exchange for a special purpose membership [removed: interest in FET.]
ATSI owns high-voltage transmission facilities in PJM, which consist of [removed: 7,964] [added: 7,965] circuit miles of transmission lines with nominal voltages of 345 kV, 138 kV and 69 kV in Ohio and Pennsylvania and has a [added: FirstEnergy-owned] rate base of [removed: $4.3] [added: $2.3] billion as of December 31, [removed: 2024.][added: 2025.]
MAIT owns high-voltage transmission facilities in PJM, which consist of [removed: 4,287] [added: 4,281] circuit miles of transmission lines with nominal voltages of 500 kV, 345 kV, 230 kV, 138 kV, 115 kV, 69 kV and 46 kV in Pennsylvania, and has a [added: FirstEnergy-owned] rate base of [removed: $2.8] [added: $1.9] billion as of December 31, [removed: 2024.][added: 2025.]
TrAIL owns high-voltage transmission facilities in PJM, which consists of 269 circuit miles of transmission lines with nominal voltages of 500 kV, 345 kV, 230 kV, 138 kV, including a 500 kV transmission line extending approximately 150 miles from southwestern Pennsylvania through West Virginia to a point of interconnection with VEPCO in northern Virginia, and has a [added: FirstEnergy-owned] rate base of [removed: $1.4] [added: $0.7] billion as of December 31, [removed: 2024.][added: 2025.]
KATCo owns high-voltage transmission facilities formerly owned by WP in PJM, which consist of [removed: 1,696] [added: 1,694] circuit miles of transmission lines with nominal voltages of 500 kV, 345 kV, 230 kV, 138 kV, and 115 kV in Pennsylvania, and has a rate base of $0.5 billion as of December 31, [removed: 2024.][added: 2025.]
FESC has [removed: 5,166] [added: 4,618] employees and provides corporate support and other services, including executive administration, accounting and finance, risk management, human resources, corporate affairs, communications, information technology, legal services and other similar services at cost, in accordance with its cost allocation manual, to affiliated FirstEnergy companies under FESC agreements.
Segments [removed: Overview][added: Overview - FirstEnergy]
[removed: The] [added: FirstEnergy's] Distribution segment, which consists of the Ohio Companies and FE PA, representing [removed: $11] [added: $11.1] billion in rate base as of December 31, [removed: 2024,] [added: 2025,] distributes electricity through FirstEnergy’s electric operating companies in Ohio and Pennsylvania.
The Distribution segment serves approximately 4.3 million customers in Ohio and Pennsylvania across its distribution footprint and purchases power for its [removed: provider of last resort, SOS,] [added: default service or] standard service offer [removed: and default service] requirements.
[removed: The] [added: FirstEnergy's] Integrated segment includes the distribution and transmission operations [removed: under] [added: of] JCP&L, MP and PE, as well as MP’s regulated generation operations, representing [removed: $9.6] [added: $10.2] billion in rate base as of December 31, [removed: 2024.][added: 2025.]
The Integrated segment distributes electricity to approximately 2 million customers in New Jersey, West Virginia and Maryland across its distribution footprint; provides transmission infrastructure in New Jersey, West Virginia, Maryland and Virginia to transmit electricity and [added: operates 3,610 MWs of regulated generation capacity located primarily in West Virginia and Virginia, which includes three solar generation sites, representing 30 MWs of generation capacity.]
[removed: The] [added: FirstEnergy's] Stand-Alone Transmission segment, which consists of FE's ownership in FET and KATCo, representing [removed: $5.3] [added: $5.4] billion in [added: FirstEnergy-owned] rate base as of December 31, [removed: 2024,] [added: 2025,] includes transmission infrastructure owned and operated by the Transmission Companies and used to transmit electricity.
[added: FirstEnergy's] Corporate/Other reflects corporate support and other costs not charged or attributable to the Electric Companies or Transmission Companies, including FE’s retained pension and OPEB assets and liabilities of former subsidiaries, interest expense on FE’s holding company debt and other investments or businesses that do not constitute an operating segment, including FEV’s investment of 33-1/3% equity ownership in Global Holding.
Also included in Corporate/Other for segment reporting is 67 MWs of [removed: net maximum] generation capacity, representing AE Supply’s OVEC capacity entitlement.
As of December 31, [removed: 2024,] [added: 2025,] Corporate/Other had approximately [removed: $6.1] [added: $6.8] billion of external FE holding company debt.
The following table summarizes the allowed ROE and the aggregate actual ROE of the Electric Companies and Transmission Companies as determined for regulatory purposes as of and for the year ended December 31, [removed: 2024:][added: 2025:]
| Segment | | | Entity/State | | | | | | Allowed ROE | | | | | | [removed: Actual ROE] [added: FirstEnergy] | | |
| Stand-Alone Transmission | | | FET | | | | | | 9.88%(1) - 12.7% | | | | | | [removed: 10.4%(2)] [added: 9.8%] | | |
| KATCo | | | | | | [removed: 9.6%] [added: 10.45%] | | | | | | [removed: 10.45%] | | | | | |
| Integrated | | | Maryland | | | | | | 9.5% - Distribution 10.45% - Transmission | | | | | | [removed: 8.3%] | | |
interest in FET.
On February 21, 2025, FET, DominionHV and Transource entered into the Valley Link Operating Agreement, which established the general framework for Valley Link and the Valley Link Subsidiaries to accept, design, develop, construct, own, operate and finance those transmission projects awarded by PJM to Valley Link.
This general framework includes parameters regarding the relationship among the three members, confers governance rights to its members so long as certain ownership percentages are maintained, as described below, and defines the list of projects that Valley Link will have the right to develop.
Valley Link is the owner of the Valley Link Subsidiaries, which are organized in various states.
On February 26, 2025, in response to the PJM 2024 RTEP Long-Term Proposal Window #1, PJM awarded two electric transmission projects to Valley Link estimated to be approximately $3 billion, with FET’s share estimated to be approximately $1 billion.
On February 13, 2026, FET and Transource entered into the Grid Growth Operating Agreement, which established the general framework for FET and Transource to accept, design, develop, construct, own, operate and finance those transmission projects awarded by PJM to certain of the subsidiaries of Grid Growth, on February 12, 2026.
This general framework includes parameters regarding the relationship among the two members, confers governance rights to its members so long as certain ownership percentages are maintained and defines the list of projects that Grid Growth will have the right to develop.
Grid Growth is the sole owner of Grid Growth Ohio and owns an 80% interest in Grid Growth EHV, with Transource owning the remaining interests.
On February 12, 2026, in response to the PJM 2025 RTEP Long-Term Proposal Window #1, PJM awarded a project to Grid Growth estimated to be approximately $1 billion, with FET’s share estimated to be approximately $448 million.
The segment’s results reflect the costs of securing and delivering electric generation to customers, including the deferral and amortization of certain costs.
Additionally, on October 1, 2025, MP and PE filed their integrated resource plan with the WVPSC proposing, among other things, the addition of 70 MWs of solar generation by 2028, and 1,200 MWs of natural gas combined cycle generation by 2031, which are expected to require an estimated capital investment of approximately $2.5 billion, as detailed in the filing.
See Note 13., "Regulatory Matters," of the Combined Notes to Financial Statements of the Registrants for additional details.
On July 16, 2025, FEV sold its entire 33-1/3% equity ownership in Global Holding, the holding company for a joint venture in the Signal Peak mining and coal transportation operations, at book value to WMB Marketing Ventures, LLC and Pinesdale LLC for $47.5 million.
Segments Overview - JCP&L
JCP&L's reportable operating segments are comprised of the Distribution and Transmission segments.
JCP&L's Distribution segment, representing $3.7 billion in rate base as of December 31, 2025, distributes electricity to approximately 1.2 million customers in New Jersey across its distribution footprint.
The segment’s results reflect the costs of securing and delivering electric generation to customers, including the deferral and amortization of certain costs.
JCP&L's Transmission segment, representing $1.4 billion in rate base as of December 31, 2025, includes transmission infrastructure owned and operated by JCP&L that is used to transmit electricity.
The segment’s revenues are primarily derived from forward-looking formula rates, pursuant to which the revenue requirement is updated annually based on a projected rate base and projected costs, which are subject to an annual true-up based on actual rate base and costs.
The segment’s results also reflect the net transmission expenses related to the delivery of electricity on JCP&L’s transmission facilities.
| | | | | | | | | | | | | | | | Actual ROE | | |
(2) On November 19, 2025, the PUCO issued an order in the Ohio Companies’ base rate case that authorized an ROE of 9.63%.
New rates reflecting this order were not yet in effect as of December 31, 2025.
(3) Commission-approved settlement agreements did not disclose allowed ROE rates, however, 10.05% represents current PAPUC benchmark ROE used for DSIC purposes.
While supply lead times have not fully returned to levels prior to the COVID-19 pandemic, FirstEnergy continues to monitor the situation in light of demand increases across the industry, including due to data center usage, and the imposition of tariffs and retaliatory tariffs that have been, and may be, imposed by the U.S. government in response.
If any supplier fails to deliver
- Refreshing our organizational values and defining the behaviors that bring them to life, which reinforces a culture of performance, inclusion, and engagement and aligns with our evolving business strategy;
FirstEnergy is focused on identifying high energy risks and ensuring direct controls are in place.
Additionally, FirstEnergy’s long-term incentive
| FESC | | | 4,618 | | | | | | 471 | | |
| CEI | | | 752 | | | | | | 535 | | |
| FE PA | | | 1,916 | | | | | | 1,462 | | |
| JCP&L | | | 1,165 | | | | | | 911 | | |
| MP | | | 968 | | | | | | 393 | | |
| OE | | | 1,013 | | | | | | 647 | | |
| PE | | | 473 | | | | | | 241 | | |
| TE | | | 281 | | | | | | 227 | | |
| Total | | | 11,186 | | | | | | 4,887 | | |
As of December 31, 2025, the International Brotherhood of Electrical Workers, the Utility Workers Union of America and the Office and Professional Employees International Union collectively represented approximately 44% of FirstEnergy’s employees.
In 2025, FE’s subsidiaries reached a new collective bargaining agreement with the International Brotherhood of Electrical Workers Local 459.
As of December 31, 2024, MP and AGC control 3,604 MWs of total capacity.
Total rate base was approximately $20.6 billion as of December 31, 2024.
On July 26, 2024, FE, VEPCO and Transource Energy, LLC, a subsidiary of AEP, entered into a joint proposal agreement in connection with PJM’s 2024 Regional Transmission Expansion Plan Open Window 1 process.
Pursuant to such joint proposal agreement, FET, VEPCO and Transource Energy, LLC jointly proposed certain regional electric transmission projects for PJM's consideration during the Open Window process.
On November 25, 2024, FET, Dominion High Voltage MidAtlantic, Inc., as affiliate of VEPCO, and Transource Energy, LLC, formed Valley Link, which is the holding company responsible for managing and executing any projects awarded by PJM, and entered into a limited liability agreement.
On February 26, 2025, PJM selected certain of the joint proposed projects, which included approximately $3 billion in investments for Valley Link to both build new and upgrade existing transmission infrastructure.
PATH was a proposed transmission line from West Virginia through Virginia into Maryland which PJM cancelled in 2012.
In March 2024, PATH completed the process of terminating all of its FERC-jurisdictional rates and facilities, with the result that PATH no longer is a “public utility” and no longer is subject to FERC jurisdiction.
FET and its non-affiliated joint venture partner are completing the process of terminating the PATH corporate entities.
See Note 1, "Organization and Basis of Presentation," for more information.
During the first quarter of 2024, FirstEnergy’s segment reporting structure was modified to increase transparency for leadership and investors, simplify the presentation to corresponding legal entities, and align FirstEnergy’s earnings, cash flows and balance sheets at the business unit level.
operates 3,604 MWs of regulated net maximum generation capacity located primarily in West Virginia and Virginia.
The segment will also include MP and PE’s 50 MWs of solar generation at five sites in West Virginia once complete.
The first two solar generation sites were completed and placed in service in January and September 2024, representing 24 MWs of net maximum generating capacity.
The remaining three sites, once completed, are expected to provide 26 MWs of additional net maximum generation capacity.
KATCo, which was a subsidiary of FET, became a wholly owned subsidiary of FE prior to the closing of the FET P&SA I and remains in the Stand-Alone Transmission segment.
On January 1, 2024, WP transferred certain of its Pennsylvania-based transmission assets to KATCo and prior year results in the Stand-Alone Transmission segment reflect the earnings and results of those WP transmission assets.
ATSI, et al.
below)
(2) FET ROE is a weighted average allowed ROE of ATSI, MAIT and TrAIL
(3) As filed on July 31, 2024, in pending base rate case before revenue adjustment
(4) Commission-approved settlement agreement did not disclose ROE
Economic conditions have stabilized across numerous material categories, but not all lead times have returned to pre-pandemic levels.
Several key suppliers have seen improvements with capacity, but FirstEnergy continues to monitor the situation as demand increases across the industry, including due to data center usage.
Inflationary pressures have moderated, which has improved the cost of materials, but certain categories have remained elevated.
In February 2025, the new U.S. presidential administration announced the imposition of widespread and substantial tariffs on imports, with plans for additional tariffs to potentially be adopted in the future.
Although certain of these tariffs were subsequently temporarily stayed, the situation is dynamic and subject to rapid change.
The imposition of these or any other new or increased tariffs or resultant trade wars could have an adverse effect on FirstEnergy's results of operations, cash flow and financial condition.
(1) On January 1, 2024, FirstEnergy consolidated the Pennsylvania Companies into FE PA, making it a new, single operating entity.
- Sponsoring a council of select senior management and other leaders and influential employees across the company, who work together to promote our core values throughout the workforce;
Safety is an unwavering core value of FirstEnergy.
- Leadership development opportunities that include training for new supervisors and managers, experienced leader programming and coaching, aspiring leader programs that build leadership capabilities for employees who are ready near-term leadership roles; and external partnership with the Center for Creative Leadership® and BeingFirst® for senior and executive leadership development;
| FESC | | | 5,166 | | | | | | 521 | | |
| CEI | | | 819 | | | | | | 570 | | |
| FE PA | | | 2,083 | | | | | | 1,536 | | |
| JCP&L | | | 1,296 | | | | | | 992 | | |
| MP | | | 1,040 | | | | | | 396 | | |
| OE | | | 1,061 | | | | | | 666 | | |
| PE | | | 505 | | | | | | 246 | | |
| TE | | | 324 | | | | | | 249 | | |
An excerpt. Shown here: 40 of 95 rewritten, 40 of 42 added and 40 of 47 removed. The counts are complete. For every sentence, read Item 1. BUSINESS in the FY2025 filing and the FY2024 filing.
Item 3. LEGAL PROCEEDINGS
1 rewritten, 0 added, 0 removed, 0 unchanged
Reference is made to Note [removed: 14,] [added: 13.,] "Regulatory Matters," and Note [removed: 15,] [added: 14.,] "Commitments, Guarantees and Contingencies," of the [added: Combined] Notes to [removed: Consolidated] Financial Statements [added: of the Registrants] for a description of certain legal proceedings involving [removed: FirstEnergy.][added: the Registrants.]
Cover and table of contents
85 rewritten, 77 added, 49 removed, 190 unchanged
For the FISCAL YEAR ended December 31, [removed: 2024][added: 2025]
][added: - NEW.jpg](https://www.sec.gov/Archives/edgar/data/1031296/000103129626000046/fe-20251231_g1.jpg)]
| Commission | | | | | | [removed: Registrant; State of Incorporation;] [added: Registrants;] | | | | | | | | | | | | | | | [added: | | | | | |] I.R.S. Employer | | |
| File Number | | | | | | [removed: Address;] [added: Address] and Telephone Number | | | | | | | | | | | | | | | [added: States of Incorporation | | | | | |] Identification No. | | |
| 333-21011 | | | | | | FIRSTENERGY [removed: CORP] [added: CORP.] | | | | | | | | | | | | | | | [added: Ohio | | | | | |] 34-1843785 | | |
| | | | | | | Telephone | | | | | | (800) | | | 736-3402 | | | | | | | | | [added: | | | | | |]
| Large Accelerated Filer | | | ☑ [added: FirstEnergy Corp.] | | |
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 [removed: Act.☐][added: Act.]
| [added: Registrants | | |] CLASS | | | | | | AS OF JANUARY 31, [removed: 2025] [added: 2026] | | |
| Portions of the Definitive Proxy Statement for the [removed: 2025] [added: 2026] Annual Meeting of Shareholders of FirstEnergy Corp. to be held May [removed: 21, 2025.] [added: 20, 2026.] | | | | | | Part III | | |
| Glossary of Terms | | | [removed: [iii](#ia694a2faeae247dba9f90e1f59cdfd0f_10)] [added: [iii](#ica465ef67e2145429d1d82300b5da233_10)] | | |
| Item 1. Business | | | [removed: [1](#ia694a2faeae247dba9f90e1f59cdfd0f_16)] [added: [1](#ica465ef67e2145429d1d82300b5da233_16)] | | |
| The Companies | | | [removed: [1](#ia694a2faeae247dba9f90e1f59cdfd0f_19)] [added: [1](#ica465ef67e2145429d1d82300b5da233_19)] | | |
| Capital Requirements | | | [removed: [4](#ia694a2faeae247dba9f90e1f59cdfd0f_25)] [added: [4](#ica465ef67e2145429d1d82300b5da233_25)] | | |
| Supply Plan | | | [removed: [4](#ia694a2faeae247dba9f90e1f59cdfd0f_28)] [added: [4](#ica465ef67e2145429d1d82300b5da233_28)] | | |
| System Demand | | | [removed: [5](#ia694a2faeae247dba9f90e1f59cdfd0f_31)] [added: [5](#ica465ef67e2145429d1d82300b5da233_31)] | | |
| Regional Reliability | | | [removed: [5](#ia694a2faeae247dba9f90e1f59cdfd0f_34)] [added: [5](#ica465ef67e2145429d1d82300b5da233_34)] | | |
| Human Capital | | | [removed: [5](#ia694a2faeae247dba9f90e1f59cdfd0f_43)] [added: [6](#ica465ef67e2145429d1d82300b5da233_43)] | | |
| Information About Our Executive Officers | | | [removed: [8](#ia694a2faeae247dba9f90e1f59cdfd0f_46)] [added: [8](#ica465ef67e2145429d1d82300b5da233_46)] | | |
| FirstEnergy Website and Other Social Media Sites and Applications | | | [removed: [9](#ia694a2faeae247dba9f90e1f59cdfd0f_49)] [added: [9](#ica465ef67e2145429d1d82300b5da233_49)] | | |
| [removed: Item] [added: Item] 1A. Risk [removed: Factors] [added: Factors] | | | [removed: [10](#ia694a2faeae247dba9f90e1f59cdfd0f_52)] [added: [10](#ica465ef67e2145429d1d82300b5da233_52)] | | |
| [removed: Item] [added: Item] 1B. Unresolved Staff [removed: Comments] [added: Comments] | | | [removed: [24](#ia694a2faeae247dba9f90e1f59cdfd0f_55)] [added: [24](#ica465ef67e2145429d1d82300b5da233_55)] | | |
| [removed: Item] [added: Item] 1C. [removed: Cybersecurity] [added: Cybersecurity] | | | [removed: [24](#ia694a2faeae247dba9f90e1f59cdfd0f_58)] [added: [24](#ica465ef67e2145429d1d82300b5da233_58)] | | |
| [removed: Item] [added: Item] 2. [removed: Properties] [added: Properties] | | | [removed: [26](#ia694a2faeae247dba9f90e1f59cdfd0f_61)] [added: [26](#ica465ef67e2145429d1d82300b5da233_61)] | | |
| [removed: Item] [added: Item] 3. Legal [removed: Proceedings] [added: Proceedings] | | | [removed: [28](#ia694a2faeae247dba9f90e1f59cdfd0f_64)] [added: [27](#ica465ef67e2145429d1d82300b5da233_64)] | | |
| [removed: Item] [added: Item] 4. Mine Safety [removed: Disclosures] [added: Disclosures] | | | [removed: [28](#ia694a2faeae247dba9f90e1f59cdfd0f_67)] [added: [27](#ica465ef67e2145429d1d82300b5da233_67)] | | |
| [removed: Item] [added: Item] 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities] [added: Securities] | | | [removed: [29](#ia694a2faeae247dba9f90e1f59cdfd0f_73)] [added: [28](#ica465ef67e2145429d1d82300b5da233_73)] | | |
| [removed: Item] [added: Item] 6. [removed: \[Reserved\]] [added: \[Reserved\]] | | | [removed: [29](#ia694a2faeae247dba9f90e1f59cdfd0f_76)] [added: [29](#ica465ef67e2145429d1d82300b5da233_76)] | | |
| [removed: Item] [added: Item] 7. Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations] [added: Operations] | | | [removed: [30](#ia694a2faeae247dba9f90e1f59cdfd0f_79)] [added: [29](#ica465ef67e2145429d1d82300b5da233_79)] | | |
| [removed: Item] [added: Item] 7A. Quantitative and Qualitative Disclosures About Market [removed: Risk] [added: Risk] | | | [removed: [88](#ia694a2faeae247dba9f90e1f59cdfd0f_130)] [added: [85](#ica465ef67e2145429d1d82300b5da233_151)] | | |
| [removed: Item] [added: Item] 8. Financial Statements and Supplementary [removed: Data] [added: Data] | | | [removed: [88](#ia694a2faeae247dba9f90e1f59cdfd0f_133)] [added: [85](#ica465ef67e2145429d1d82300b5da233_154)] | | |
| [removed: Report] [added: Reports] of Independent Registered Public Accounting Firm | | | [removed: [89](#ia694a2faeae247dba9f90e1f59cdfd0f_139)] [added: [86](#ica465ef67e2145429d1d82300b5da233_157)] | | |
| Consolidated Statements of Income | | | [removed: [91](#ia694a2faeae247dba9f90e1f59cdfd0f_148)] [added: [90](#ica465ef67e2145429d1d82300b5da233_166)] | | |
| Consolidated Statements of Comprehensive Income | | | [removed: [92](#ia694a2faeae247dba9f90e1f59cdfd0f_151)] [added: [91](#ica465ef67e2145429d1d82300b5da233_169)] | | |
| Consolidated Balance Sheets | | | [removed: [93](#ia694a2faeae247dba9f90e1f59cdfd0f_154)] [added: [92](#ica465ef67e2145429d1d82300b5da233_172)] | | |
| Consolidated Statements of Stockholders' Equity | | | [removed: [94](#ia694a2faeae247dba9f90e1f59cdfd0f_157)] [added: [94](#ica465ef67e2145429d1d82300b5da233_175)] | | |
| Consolidated Statements of Cash Flows | | | [removed: [95](#ia694a2faeae247dba9f90e1f59cdfd0f_160)] [added: [95](#ica465ef67e2145429d1d82300b5da233_178)] | | |
| [removed: Item] [added: Item] 9. Changes In and Disagreements with Accountants on Accounting and Financial [removed: Disclosure] [added: Disclosure] | | | [removed: [149](#ia694a2faeae247dba9f90e1f59cdfd0f_301)] [added: [171](#ica465ef67e2145429d1d82300b5da233_328)] | | |
| [removed: Item] [added: Item] 9A. Controls and [removed: Procedures] [added: Procedures] | | | [removed: [149](#ia694a2faeae247dba9f90e1f59cdfd0f_304)] [added: [171](#ica465ef67e2145429d1d82300b5da233_331)] | | |
| [removed: Item] [added: Item] 9B. Other [removed: Information] [added: Information] | | | [removed: [149](#ia694a2faeae247dba9f90e1f59cdfd0f_307)] [added: [171](#ica465ef67e2145429d1d82300b5da233_334)] | | |

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | 341 White Pond Drive | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | Akron | | | OH | | | 44320 | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| 1-3141 | | | | | | JERSEY CENTRAL POWER & LIGHT COMPANY | | | | | | | | | | | | | | | New Jersey | | | | | | 21-0485010 | | |
| | | | | | | 300 Madison Avenue | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | Morristown | | | | | | NJ | | | 07962 | | | | | | | | | | | | | | |
| | | | | | | Telephone | | | | | | (800) | | | 736-3402 | | | | | | | | | | | | | | |
| FirstEnergy Corp. | | | Yes | | | ☐ | | | No | | | ☑ | | |
| Jersey Central Power & Light Company | | | Yes | | | ☐ | | | No | | | ☑ | | |
| FirstEnergy Corp. | | | Yes | | | ☐ | | | No | | | ☑ | | |
| Jersey Central Power & Light Company | | | Yes | | | ☐ | | | No | | | ☑ | | |
| FirstEnergy Corp. | | | Yes | | | ☑ | | | No | | | ☐ | | |
| Jersey Central Power & Light Company | | | Yes | | | ☑ | | | No | | | ☐ | | |
| FirstEnergy Corp. | | | Yes | | | ☑ | | | No | | | ☐ | | |
| Jersey Central Power & Light Company | | | Yes | | | ☑ | | | No | | | ☐ | | |
| Non-accelerated Filer | | | ☑ Jersey Central Power & Light Company | | |
| FirstEnergy Corp. | | | ☐ | | |
| Jersey Central Power & Light Company | | | ☐ | | |
| FirstEnergy Corp. | | | ☑ | | |
| Jersey Central Power & Light Company | | | ☐ | | |
| FirstEnergy Corp. | | | ☐ | | |
| FirstEnergy Corp. | | | ☐ | | |
| FirstEnergy Corp. | | | Yes | | | ☐ | | | No | | | ☑ | | |
| Jersey Central Power & Light Company | | | Yes | | | ☐ | | | No | | | ☑ | | |
$23,208,851,454 as of June 30, 2025
| | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| FirstEnergy Corp. | | | Common Stock, $0.10 par value | | | | | | 577,932,879 | | |
| Jersey Central Power & Light Company | | | Common Stock, $10 par value | | | | | | 13,628,447, all held by FirstEnergy Corp. | | |
This combined Form 10-K is separately filed by FirstEnergy Corp. and Jersey Central Power & Light Company.
Information contained herein relating to any individual registrant is filed by such registrant on its own behalf.
Jersey Central Power & Light Company makes no representation as to information relating to FirstEnergy Corp.
Jersey Central Power & Light Company meets the conditions set forth in General Instruction I(1)(a) and (b) of Form 10-K and is therefore filing this Form 10-K with the reduced disclosure format specified in General Instruction I(2) to Form 10-K.
| Utility Regulation | | | [3](#ica465ef67e2145429d1d82300b5da233_22) | | |
| Competition | | | [5](#ica465ef67e2145429d1d82300b5da233_37) | | |
| Seasonality | | | [5](#ica465ef67e2145429d1d82300b5da233_37) | | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | | | (An | | | Ohio | | | Corporation) | | | | | | | | | | | |
| | | | | | | 76 South Main Street | | | | | | | | | | | | | | | | | |
| | | | | | | Akron | | | | | | OH | | | 44308 | | | | | | | | |
| Yes | | | ☐ | | | No | | | ☑ | | | | | |
| Yes | | | ☑ | | | No | | | ☐ | | | | | |
| | | | | | |
| Non-accelerated Filer | | | ☐ | | |
$22,003,636,801 as of June 30, 2024
| | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Common Stock, $0.10 par value | | | | | | 576,697,425 | | |
| Competition | | | [5](#ia694a2faeae247dba9f90e1f59cdfd0f_37) | | |
| Seasonality | | | [5](#ia694a2faeae247dba9f90e1f59cdfd0f_37) | | |
| Part II | | | [29](#ia694a2faeae247dba9f90e1f59cdfd0f_70) | | |
| Financial Statements | | | | | |
| Notes to Consolidated Financial Statements | | | [96](#ia694a2faeae247dba9f90e1f59cdfd0f_163) | | |
| Part III | | | [149](#ia694a2faeae247dba9f90e1f59cdfd0f_313) | | |
| Part IV | | | [151](#ia694a2faeae247dba9f90e1f59cdfd0f_331) | | |
| FENOC | | | Energy Harbor Nuclear Corp. (formerly known as FirstEnergy Nuclear Operating Company), a subsidiary of EH, which operates EH’s nuclear generating facilities | | |
| FES | | | Energy Harbor LLC (formerly known as FirstEnergy Solutions Corp.), a subsidiary of EH, which provides energy-related products and services | | |
| FES Debtors | | | FENOC, FES, and FES’ subsidiaries as of March 31, 2018 | | |
| 2023 Credit Facilities | | | Collectively, the FET Revolving Facility and KATCo Revolving Facility | | |
| 2031 Notes | | | FE’s 7.375% Notes, Series C, due 2031 | | |
| AFSI | | | Adjusted Financial Statement Income | | |
| Bankruptcy Court | | | U.S. Bankruptcy Court in the Northern District of Ohio in Akron | | |
| CFIUS | | | Committee on Foreign Investments in the United States | | |
| DSIC | | | Distribution System Improvement Charge | | |
| EBRG | | | Employee Business Resource Group | | |
| EE&C | | | Energy Efficiency and Conservation | | |
| EH | | | Energy Harbor Corp. | | |
| FE Revolving Facility | | | FE and the Electric Companies’ former five-year syndicated revolving credit facility, as amended, and replaced by the 2021 Credit Facilities on October 18, 2021 | | |
| FET Board | | | FET Board of Directors | | |
| FET LLC Agreement | | | Third Amended and Restated Limited Liability Company Operating Agreement of FET | | |
| FET P&SA I | | | Purchase and Sale Agreement entered into on November 6, 2021, by and between FE, FET, Brookfield and the Brookfield Guarantors | | |
| FET Revolving Facility | | | FET’s five-year syndicated revolving credit facility, dated as of October 20, 2023, as amended through October 24, 2024 | | |
| IBEW | | | International Brotherhood of Electrical Workers | | |
| KATCo Revolving Facility | | | KATCo’s four-year syndicated revolving credit facility, dated as of October 20, 2023, as amended through October 24, 2024 | | |
| N.D. Ohio | | | Federal District Court, Northern District of Ohio | | |
An excerpt. Shown here: 40 of 85 rewritten, 40 of 77 added and 40 of 49 removed. The counts are complete. For every sentence, read Cover and table of contents in the FY2025 filing and the FY2024 filing.
Item 1C. CYBERSECURITY
11 rewritten, 3 added, 7 removed, 44 unchanged
FirstEnergy works closely with state and federal agencies and its peers in the electric utility industry to identify physical and cyber security [added: risks, exchange information, and put safeguards in place to comply with strict reliability and security standards.]
For example, FirstEnergy has implemented and maintains a set of controls to manage cyber security risk based [removed: on] [added: on, and in alignment with,] the National Institute of Standards and Technology Cyber Security [removed: Framework and,] [added: Framework, and] for Bulk Electric System assets, the NERC Critical Infrastructure Protection standards.
[removed: In 2024,] FirstEnergy [added: has] also evaluated its [removed: current] third-party vendors [added: onboarded prior] to [added: 2022 to] identify which vendors had similar access to personally identifiable information and [removed: is currently reviewing the results of its analysis.][added: confirmed that such vendors also completed a privacy impact assessment.]
Any such cyber incident could result in significant lost revenue, the inability to conduct critical business functions and serve customers for a significant period of time, the use of significant management resources, legal claims or proceedings, regulatory penalties, significant remediation costs, increased regulation, increased capital costs, increased protection costs for enhanced cyber security systems [added: or personnel, damage to FirstEnergy's reputation and/or the rendering of its internal controls ineffective, all of which could materially adversely affect FirstEnergy's business, results of operations, financial condition and reputation.]
Responsibility for oversight of risk management generally lies with the FE Board and the [added: FE] Audit Committee has primary responsibility to oversee enterprise risk management.
FirstEnergy’s [removed: CISO] [added: Cyber Security Leaders] regularly [removed: provides] [added: provide] reports at the Audit Committee, Operations and Safety Oversight Committee, and to the full FE Board.
The CISO reports directly to FirstEnergy’s [removed: Senior Vice President, Shared Services,] [added: Chief Information Officer,] who is responsible for all of FirstEnergy’s digital and technology services and is FirstEnergy’s most senior information technology executive.
Cyber security processes include escalation of certain risks and incidents, including those that originate or occur at third parties, to the [removed: Senior Vice President, Shared Services, legal,] [added: Chief Information Officer, Chief Operating Officer, FirstEnergy's legal team,] and the executive leaders as appropriate based on the severity of any such risk or incident.
Dependent upon the severity of an incident, it is FirstEnergy’s practice to escalate the incident to the [removed: Senior Vice President, Shared Services,] [added: Chief Information Officer,] the Chief Risk Officer, [added: FirstEnergy's legal team,] and the FE senior leadership team, including the Chief Legal Officer, Chief Financial Officer, and Chief Executive Officer.
[removed: Risk Factors] [added: See Item 1A., "Risk Factors"] for additional information regarding FirstEnergy’s cyber security risks.
[removed: Risk Factors] [added: Those sections of Item 1A., "Risk Factors"] should be read in conjunction with this Item [removed: 1C.][added: 1C., "Cybersecurity".]
As a wholly owned subsidiary of FE, JCP&L utilizes and falls under the purview of FirstEnergy’s cyber security risk management program.
FirstEnergy's CISO has over 30 years of cyber-experience with both large domestic and international companies, and holds an ISC2 Certified Information Systems Security Professional certification.
The FirstEnergy Cyber Security team also monitors new and emerging threats and is constantly improving and refining its security controls to respond not only to those new and emerging threats, but also to address the security impact and requirements of new technologies such as artificial intelligence and quantum computing.
risks, exchange information, and put safeguards in place to comply with strict reliability and security standards.
or personnel, damage to FirstEnergy's reputation and/or the rendering of its internal controls ineffective, all of which could materially adversely affect FirstEnergy's business, results of operations, financial condition and reputation.
The CISO has 6 years of experience in technology risk management, all of which have been with FirstEnergy, and an additional 23 years of experience in information technology.
The CISO has passed examinations and received the International Information System Security Certification Consortium Certified Information Systems Security Professional certification.
See Item 1A.
Those sections of Item 1A.
Cybersecurity.
Item 2. PROPERTIES
15 rewritten, 17 added, 18 removed, 21 unchanged
See Note [removed: 12,] [added: 11.,] "Capitalization," of the [added: Combined] Notes to [removed: Consolidated] Financial Statements [added: of the Registrants] for information concerning financing encumbrances affecting certain of the Electric Companies' properties.
FirstEnergy controls the following generation sources as of December 31, [removed: 2024,] [added: 2025,] shown in the table below, and operates in the PJM Region.
Except for the OVEC participation referenced in the footnotes to the table, the Integrated [removed: segment generating units] [added: segment's electric generation facilities] are owned by MP.
| [removed: Plant] [added: Electric Generation Facility] (Location) | | | | | | Unit | | | | | | Total | | | | | | Corporate / Other | | | | | | Integrated | | | | | | | | | Total | | | | | | Corporate / Other | | | | | | Integrated | | | | | | | | |
| | | | | | | | | | | | | [removed: Net Maximum] [added: Generation] Capacity (MW) | | | | | | | | | | | | | | | | | | | | | Net Generation for the year ended December 31, [removed: 2024(3)] [added: 2025(3)] (Thousand MWh) | | | | | | | | | | | | | | | | | | | | |
| Harrison Power Station (Haywood, WV) | | | | | | 1-3 | | | | | | 1,984 | | | | | | — | | | | | | 1,984 | | | | | | | | | [removed: 10,618] [added: 10,755] | | | | | | — | | | | | | [removed: 10,618] [added: 10,755] | | | | | | | | |
| Fort Martin Power Station (Maidsville, WV) | | | | | | 1-2 | | | | | | 1,098 | | | | | | — | | | | | | 1,098 | | | | | | | | | [removed: 3,860] [added: 6,131] | | | | | | — | | | | | | [removed: 3,860] [added: 6,131] | | | | | | | | |
| OVEC (Cheshire, OH) (Madison, IN)(1) | | | | | | 1-11 | | | | | | 78 | | | | | | 67 | | | | | | 11 | | | | | | | | | [removed: 350] [added: 391] | | | | | | [removed: 301] [added: 336] | | | | | | [removed: 49] [added: 55] | | | | | | | | |
| Bath County Pumped Storage Station (Warm Springs, VA)(2) | | | | | | 1-6 | | | | | | 487 | | | | | | — | | | | | | 487 | | | | | | | | | [removed: 990] [added: 710] | | | | | | — | | | | | | [removed: 990] [added: 710] | | | | | | | | |
| Fort Martin Solar (Maidsville, WV) | | | | | | | | | | | | 19 | | | | | | — | | | | | | 19 | | | | | | | | | [removed: 28] [added: 25] | | | | | | — | | | | | | [removed: 28] [added: 25] | | | | | | | | |
| Rivesville Solar (Rivesville, WV) | | | | | | | | | | | | 5 | | | | | | — | | | | | | 5 | | | | | | | | | [removed: 2] [added: 8] | | | | | | — | | | | | | [removed: 2] [added: 8] | | | | | | | | |
(3) Each [removed: plant] [added: facility] is net of station use, except for Bath County, which is shown gross of pumping usage.
As of December 31, [removed: 2024,] [added: 2025,] FirstEnergy’s distribution and transmission circuit miles are located in PJM and were as follows:
| [removed: TE] [added: PE] | | | [removed: 15,092] [added: 20,387] | | | | | | [removed: —] [added: 2,092] | | |
[removed: (3)] [added: (2)] On January 1, 2024, WP's Pennsylvania-based transmission assets of 115 kV and above were transferred to KATCo, while the remaining transmission assets [removed: below 115 kV] continue to be held by FE [removed: PA.][added: PA and are included in distribution ratemaking.]
| | | | | | | | | | | | | 3,160 | | | | | | 67 | | | | | | 3,093 | | | | | | | | | 17,277 | | | | | | 336 | | | | | | 16,941 | | | | | | | | |
| Marlowe Solar (Marlowe, WV) | | | | | | | | | | | | 6 | | | | | | — | | | | | | 6 | | | | | | | | | 8 | | | | | | — | | | | | | 8 | | | | | | | | |
| | | | | | | | | | | | | 30 | | | | | | — | | | | | | 30 | | | | | | | | | 41 | | | | | | — | | | | | | 41 | | | | | | | | |
| Total | | | | | | | | | | | | 3,677 | | | | | | 67 | | | | | | 3,610 | | | | | | | | | 18,028 | | | | | | 336 | | | | | | 17,692 | | | | | | | | |
Two of the five solar generation sites, Rivesville Solar and Fort Martin Solar, went into service in 2024, and the third, Marlowe Solar, went into service in April 2025, representing a total of 30 MWs of generation capacity.
On October 1, 2025, MP and PE filed their integrated resource plan with the WVPSC, which contemplated the addition of 70 MWs of solar generation by 2028, and 1,200 MWs of natural gas combined cycle generation by 2031 and on February 13, 2026, MP and PE filed a request for a CPCN with the WVPSC to construct and operate the same.
See “Outlook – State Regulation – West Virginia" in Item 7., "Management's Discussion and Analysis of Financial Condition and Results of Operations" for additional details.
| ATSI | | | — | | | | | | 7,965 | | |
| CEI | | | 31,876 | | | | | | — | | |
| FE PA(2) | | | 82,638 | | | | | | 2,624 | | |
| JCP&L | | | 24,892 | | | | | | 2,620 | | |
| KATCo(2) | | | — | | | | | | 1,694 | | |
| MAIT | | | — | | | | | | 4,281 | | |
| MP | | | 23,166 | | | | | | 2,612 | | |
| OE | | | 54,882 | | | | | | — | | |
| TE | | | 15,118 | | | | | | — | | |
| Total | | | 252,959 | | | | | | 24,157 | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | 3,160 | | | | | | 67 | | | | | | 3,093 | | | | | | | | | 14,828 | | | | | | 301 | | | | | | 14,527 | | | | | | | | |
| | | | | | | | | | | | | 24 | | | | | | — | | | | | | 24 | | | | | | | | | 30 | | | | | | — | | | | | | 30 | | | | | | | | |
| Total | | | | | | | | | | | | 3,671 | | | | | | 67 | | | | | | 3,604 | | | | | | | | | 15,848 | | | | | | 301 | | | | | | 15,547 | | | | | | | | |
The first solar generation site, Fort Martin Solar, located in Maidsville, West Virginia, was completed and placed in-service on January 8, 2024, representing 19 MWs of capacity.
The second solar generation site, Rivesville Solar, located in Rivesville, West Virginia, went into service on September 25, 2024.
Construction of the remaining three sites, once completed, are expected to provide 26 MWs of additional net maximum generation capacity.
| ATSI | | | — | | | | | | 7,964 | | |
| CEI | | | 31,855 | | | | | | — | | |
| FE PA(2)(3) | | | 82,467 | | | | | | 2,623 | | |
| JCP&L | | | 24,781 | | | | | | 2,609 | | |
| KATCo(3) | | | — | | | | | | 1,696 | | |
| MAIT | | | — | | | | | | 4,287 | | |
| MP | | | 23,036 | | | | | | 2,607 | | |
| OE | | | 54,760 | | | | | | — | | |
| PE | | | 20,253 | | | | | | 2,088 | | |
| Total | | | 252,244 | | | | | | 24,143 | | |
(2) On January 1, 2024, FirstEnergy consolidated the Pennsylvania Companies into FE PA, making it a new, single operating entity.
Item 5. MARKET FOR REGISTRANTS' COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
5 rewritten, 6 added, 1 removed, 6 unchanged
Dividend payments are subject to declaration by the FE Board, and future dividend decisions determined by the FE Board may be impacted by [removed: earnings growth,] [added: earnings,] cash flows, credit metrics and [added: general economic and] other business conditions.
Information regarding equity available for payment of cash dividends is given in Note [removed: 12,] [added: 11.,] "Capitalization," of the [added: Combined] Notes to [removed: Consolidated] Financial [removed: Statements.][added: Statements of the Registrants.]
The following graph shows the total cumulative return from a $100 investment on December 31, [removed: 2019,] [added: 2020,] in FE’s common stock compared with the total cumulative returns of [removed: EEI’s] [added: the S&P 500 Utilities] Index [removed: of Investor-Owned Electric Utility Companies] and the S&P 500.
[removed: ][added: ]
FirstEnergy had no transactions regarding purchases of FE common stock during the fourth quarter of [removed: 2024.][added: 2025.]
JCP&L
As of January 31, 2026, there were 13,628,447 outstanding shares of JCP&L common stock, $0.10 par value, all of which was held by FE.
There is no market for JCP&L's common stock.
FIRSTENERGY
There were 49,527 holders of 577,851,052 shares of FE’s common stock as of December 31, 2025, and 49,250 holders of 577,932,879 shares of FE's common stock as of January 31, 2026.
The points on the graph represent fiscal year-end index levels based upon the last trading day in each fiscal year.
There were 53,295 holders of 576,612,245 shares of FE’s common stock as of December 31, 2024, and 52,730 holders of 576,697,425 shares of FE's common stock as of January 31, 2025.
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
940 rewritten, 1,373 added, 450 removed, 1,163 unchanged
The consolidated financial statements and supplementary data of FirstEnergy required in this item are set forth beginning on page [removed: [91](#ia694a2faeae247dba9f90e1f59cdfd0f_145).][added: [90](#ica465ef67e2145429d1d82300b5da233_163).]
We have audited the accompanying consolidated balance sheets of FirstEnergy Corp. and its subsidiaries (the "Company") as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] and the related consolidated statements of income, of comprehensive income, of [removed: stockholders'] [added: stockholders’] equity and of cash flows for each of the three years in the period ended December 31, [removed: 2024,] [added: 2025,] including the related notes (collectively referred to as the "consolidated financial statements").
We also have audited the Company's internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in *Internal Control - Integrated Framework* (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2024] [added: 2025] in conformity with accounting principles generally accepted in the United States of America.
Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in *Internal Control - Integrated Framework* (2013) issued by the COSO.
As described in Note 1 to the consolidated financial statements, the [removed: Company’s Regulated Distribution, Regulated Transmission and Integrated segments are] [added: Company is] subject to regulation that sets the prices (rates) [removed: the Company] [added: it] is permitted to charge customers based on costs that the regulatory agencies determine are permitted to be recovered.
As of December 31, [removed: 2024,] [added: 2025,] there were [removed: $617] [added: $829] million of regulatory assets and [removed: $995] [added: $1,185] million of regulatory liabilities.
The principal considerations for our determination that performing procedures relating to accounting for the effects of rate regulation is a critical audit matter [removed: is] [added: are] a high degree of auditor effort in performing procedures and evaluating audit evidence related to the recovery of regulatory assets and the settlement of regulatory liabilities.
| (In millions, except per share amounts) | | | | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | |
| Distribution services and retail generation | | | | | | $ | [removed: 10,976] [added: 12,189] | | | | | $ | [removed: 10,405] [added: 10,976] | | | | | $ | [removed: 9,916] [added: 10,405] | |
| Transmission | | | | | | [removed: 2,148] [added: 2,311] | | | | | | [removed: 2,049] [added: 2,148] | | | | | | [removed: 1,863] [added: 2,049] | | |
| Other | | | | | | [removed: 348] [added: 590] | | | | | | [removed: 416] [added: 348] | | | | | | [removed: 680] [added: 416] | | |
| Total revenues(1) | | | | | | [removed: 13,472] [added: 15,090] | | | | | | [removed: 12,870] [added: 13,472] | | | | | | [removed: 12,459] [added: 12,870] | | |
| Fuel | | | | | | [removed: 464] [added: 652] | | | | | | [removed: 538] [added: 464] | | | | | | [removed: 730] [added: 538] | | |
| Purchased power | | | | | | [removed: 3,912] [added: 4,583] | | | | | | [removed: 4,108] [added: 3,912] | | | | | | [removed: 3,863] [added: 4,108] | | |
| Provision for depreciation | | | | | | [removed: 1,581] [added: 1,664] | | | | | | [removed: 1,461] [added: 1,581] | | | | | | [removed: 1,375] [added: 1,461] | | |
| Deferral of regulatory assets, net | | | | | | [removed: (231)] [added: (109)] | | | | | | [removed: (261)] [added: (231)] | | | | | | [removed: (365)] [added: (261)] | | |
| General taxes | | | | | | [removed: 1,212] [added: 1,345] | | | | | | [removed: 1,164] [added: 1,212] | | | | | | [removed: 1,129] [added: 1,164] | | |
| Total operating expenses | | | | | | [removed: 11,097] [added: 12,884] | | | | | | [removed: 10,604] [added: 11,097] | | | | | | [removed: 10,549] [added: 10,604] | | |
| OPERATING INCOME | | | | | | [removed: 2,375] [added: 2,206] | | | | | | [removed: 2,266] [added: 2,375] | | | | | | [removed: 1,910] [added: 2,266] | | |
| Debt redemption costs (Note [removed: 12)] [added: 11.)] | | | | | | [removed: (85)] [added: (24)] | | | | | | [removed: (36)] [added: (85)] | | | | | | [removed: (171)] [added: (36)] | | |
| Equity method investment earnings, net (Note [removed: 1)] [added: 1.)] | | | | | | [removed: 58] [added: —] | | | | | | [removed: 175] [added: 58] | | | | | | [removed: 168] [added: 175] | | |
| Miscellaneous income, net | | | | | | [removed: 189] [added: 156] | | | | | | [removed: 164] [added: 189] | | | | | | [removed: 415] [added: 164] | | |
| Pension and OPEB mark-to-market adjustments | | | | | | [removed: (22)] [added: (253)] | | | | | | [removed: (78)] [added: 22] | | | | | | [removed: 72] [added: 78] | | |
| Interest expense | | | | | | [removed: (1,144)] [added: (1,217)] | | | | | | [removed: (1,124)] [added: (1,144)] | | | | | | [removed: (1,039)] [added: (1,124)] | | |
| Capitalized financing costs | | | | | | [removed: 133] [added: 185] | | | | | | [removed: 97] [added: 133] | | | | | | [removed: 84] [added: 97] | | |
| Total other expense | | | | | | [removed: (871)] [added: (647)] | | | | | | [removed: (802)] [added: (871)] | | | | | | [removed: (471)] [added: (802)] | | |
| INCOME BEFORE INCOME TAXES | | | | | | [removed: 1,504] [added: 1,559] | | | | | | [removed: 1,464] [added: 1,504] | | | | | | [removed: 1,439] [added: 1,464] | | |
| INCOME TAXES | | | | | | [removed: 377] [added: 288] | | | | | | [removed: 267] [added: 377] | | | | | | [removed: 1,000] [added: 267] | | |
| INCOME FROM CONTINUING OPERATIONS | | | | | | [removed: 1,127] [added: 1,271] | | | | | | [removed: 1,197] [added: 1,127] | | | | | | [removed: 439] [added: 1,197] | | |
| Discontinued operations (Note [removed: 1)(2)] [added: 1.)(2)] | | | | | | — | | | | | | [removed: (21)] [added: —] | | | | | | [removed: —] [added: (21)] | | |
| NET INCOME | | | | | | $ | [removed: 1,127] [added: 1,271] | | | | | $ | [removed: 1,176] [added: 1,127] | | | | | $ | [removed: 439] [added: 1,176] | |
| Income attributable to noncontrolling interest (continuing operations) | | | | | | [removed: 149] [added: 251] | | | | | | [removed: 74] [added: 149] | | | | | | [removed: 33] [added: 74] | | |
| EARNINGS ATTRIBUTABLE TO FIRSTENERGY CORP. | | | | | | $ | [removed: 978] [added: 1,020] | | | | | $ | [removed: 1,102] [added: 978] | | | | | $ | [removed: 406] [added: 1,102] | |
| [removed: AMOUNTS] [added: EARNINGS] ATTRIBUTABLE TO FIRSTENERGY CORP. | | | | | | | | | | | | | | | | | | | | |
| Earnings from continuing operations | | | | | | $ | [removed: 978] [added: 1,020] | | | | | $ | [removed: 1,123] [added: 978] | | | | | $ | [removed: 406] [added: 1,123] | |
| Earnings from discontinued operations | | | | | | — | | | | | | [removed: (21)] [added: —] | | | | | | [removed: —] [added: (21)] | | |
| EARNINGS PER SHARE ATTRIBUTABLE TO FIRSTENERGY CORP. (Note [removed: 3)] [added: 3.)] | | | | | | | | | | | | | | | | | | | | |
| Basic - continuing operations | | | | | | $ | [removed: 1.70] [added: 1.77] | | | | | $ | [removed: 1.96] [added: 1.70] | | | | | $ | [removed: 0.71] [added: 1.96] | |
| Basic - discontinued operations | | | | | | — | | | | | | [removed: (0.04)] [added: —] | | | | | | [removed: —] [added: (0.04)] | | |
The financial statements and supplementary data of JCP&L required in this item are set forth beginning on page [96](#ica465ef67e2145429d1d82300b5da233_184).
February 18, 2026
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Stockholder of Jersey Central Power & Light Company
Opinion on the Financial Statements
We have audited the accompanying balance sheets of Jersey Central Power & Light Company (the "Company") as of December 31, 2025 and 2024, and the related statements of income and comprehensive income, of common stockholder’s equity and of cash flows for each of the three years in the period ended December 31, 2025, including the related notes (collectively referred to as the "financial statements").
In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025 in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Company’s management.
Our responsibility is to express an opinion on the Company’s financial statements based on our audits.
We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits of these financial statements in accordance with the standards of the PCAOB.
Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.
Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.
Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.
We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the financial statements and (ii) involved our especially challenging, subjective, or complex judgments.
The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
*Accounting for the Effects of Rate Regulation*
As described in Note 1 to the financial statements, the Company is subject to regulation that sets the prices (rates) it is permitted to charge customers based on costs that the regulatory agencies determine are permitted to be recovered.
As of December 31, 2025, there were $515 million of regulatory assets, net.
The principal considerations for our determination that performing procedures relating to accounting for the effects of rate regulation is a critical audit matter are a high degree of auditor effort in performing procedures and evaluating audit evidence related to the recovery of regulatory assets and the settlement of regulatory liabilities.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the financial statements.
These procedures included, among others, (i) obtaining the Company’s correspondence with regulators, (ii) evaluating the reasonableness of management’s assessment regarding regulatory guidance, proceedings, and legislation and the related accounting implications, and (iii) testing, on a sample basis, the regulatory assets and liabilities by considering the provisions outlined in rate orders and other correspondence with regulators.
/s/ PricewaterhouseCoopers LLP
Cleveland, Ohio
February 18, 2026
We have served as the Company’s auditor since 2002.
| Other operating expenses | | | | | | 4,122 | | | | | | 4,044 | | | | | | 3,579 | | |
| Ohio settlement charges (Note 13.) | | | | | | 275 | | | | | | — | | | | | | — | | |
| Impairment of assets (Note 1.) | | | | | | 352 | | | | | | 115 | | | | | | 15 | | |
| EARNINGS ATTRIBUTABLE TO FIRSTENERGY CORP. | | | | | | $ | 1,020 | | | | | $ | 978 | | | | | $ | 1,102 | |
See Combined Notes to Financial Statements of the Registrants.
See Combined Notes to Financial Statements of the Registrants.
| | | | | | | | | | 1,726 | | | | | | 1,530 | | |
| | | | | | | | | | 2,979 | | | | | | 2,776 | | |
| | | | | | | | | | 41,024 | | | | | | 38,348 | | |
| | | | | | | | | | 44,413 | | | | | | 41,102 | | |
February 27, 2025
| Other operating expenses | | | | | | 4,159 | | | | | | 3,594 | | | | | | 3,817 | | |
The accompanying Notes to Consolidated Financial Statements are an integral part of these financial statements.
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | | | | | | 1,530 | | | | | | 1,318 | | |
| | | | | | | | | | 2,776 | | | | | | 2,568 | | |
| | | | | | | | | | 38,348 | | | | | | 36,296 | | |
| | | | | | | | | | 41,102 | | | | | | 38,412 | | |
| | | | | | | | | | 8,166 | | | | | | 7,787 | | |
| | | | | | | | | | 4,997 | | | | | | 5,386 | | |
| | | | | | | | | | 33,327 | | | | | | 32,465 | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Balance, January 1, 2022 | | | | | | 570 | | | | | | $ | 57 | | | | | $ | 10,238 | | | | | $ | (15) | | | | | $ | (1,605) | | | | | $ | 8,675 | | | | | $ | — | | | | | $ | 8,675 | |
| 19.9% FET equity interest sale, net of transaction costs (Note 1) | | | | | | — | | | | | | — | | | | | | 1,887 | | | | | | — | | | | | | — | | | | | | 1,887 | | | | | | 451 | | | | | | 2,338 | | |
| Consolidated tax benefit allocation | | | | | | — | | | | | | — | | | | | | (5) | | | | | | — | | | | | | — | | | | | | (5) | | | | | | 5 | | | | | | — | | |
| Proceeds from 19.9% FET equity interest sale, net of transaction costs | | | | | | — | | | | | | — | | | | | | 2,348 | | |
| Capital contributions from noncontrolling interest | | | | | | — | | | | | | — | | | | | | 9 | | |
FIRSTENERGY CORP. AND SUBSIDIARIES
| | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| [1](#ia694a2faeae247dba9f90e1f59cdfd0f_166) | | | [Organization and Basis of Presentation](#ia694a2faeae247dba9f90e1f59cdfd0f_166) | | | [97](#ia694a2faeae247dba9f90e1f59cdfd0f_166) | | |
| 2 | | | Revenue | | | [103](#ia694a2faeae247dba9f90e1f59cdfd0f_199) | | |
| 3 | | | Earnings Per Share | | | [107](#ia694a2faeae247dba9f90e1f59cdfd0f_202) | | |
| 5 | | | [Pension and Other Postemployment Benefits](#ia694a2faeae247dba9f90e1f59cdfd0f_208) | | | [109](#ia694a2faeae247dba9f90e1f59cdfd0f_208) | | |
| 7 | | | Taxes | | | [112](#ia694a2faeae247dba9f90e1f59cdfd0f_220) | | |
| 8 | | | Leases | | | [115](#ia694a2faeae247dba9f90e1f59cdfd0f_223) | | |
| 9 | | | Variable Interest Entities | | | [118](#ia694a2faeae247dba9f90e1f59cdfd0f_226) | | |
| 10 | | | Asset Retirement Obligations | | | [120](#ia694a2faeae247dba9f90e1f59cdfd0f_247) | | |
| 11 | | | Fair Value Measurements | | | [121](#ia694a2faeae247dba9f90e1f59cdfd0f_232) | | |
| 12 | | | Capitalization | | | [124](#ia694a2faeae247dba9f90e1f59cdfd0f_235) | | |
| 14 | | | Regulatory Matters | | | [129](#ia694a2faeae247dba9f90e1f59cdfd0f_250) | | |
| 16 | | | Segment Information | | | [145](#ia694a2faeae247dba9f90e1f59cdfd0f_262) | | |
In March 2024, PATH completed the process of terminating all of its FERC-jurisdictional rates and facilities, with the result that PATH no longer is a “public utility” and no longer is subject to FERC jurisdiction.
On January 1, 2024, FirstEnergy consolidated the Pennsylvania Companies into FE PA, rendering FE PA a new, single operating entity and the successor-in-interest to all assets and liabilities of the Pennsylvania Companies.
As of January 1, 2024, FE PA is FE’s only regulated distribution power company in Pennsylvania encompassing the operations previously conducted individually by the Pennsylvania Companies.
Also on January 1, 2024, WP transferred certain of its Pennsylvania-based transmission assets to KATCo, and PN and ME contributed their respective Class B equity interests of MAIT to FE, which were ultimately contributed to FET in exchange for a special purpose membership interest in FET.
So long as FE holds the FET special purpose membership interests, it will receive 100% of any Class B distributions made by MAIT.
As of December 31, 2024, MP and AGC control 3,604 MWs of total capacity.
The accompanying consolidated financial statements have been prepared in accordance with GAAP and the rules and regulations of the SEC.
During the first quarter of 2024, FirstEnergy’s segment reporting structure was modified to increase transparency for leadership and investors, simplify the presentation to corresponding legal entities, and align FirstEnergy’s earnings, cash flows and balance sheets at the business unit level.
An excerpt. Shown here: 40 of 940 rewritten, 40 of 1,373 added and 40 of 450 removed. The counts are complete. For every sentence, read Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA in the FY2025 filing and the FY2024 filing.
Item 9A. CONTROLS AND PROCEDURES
7 rewritten, 1 added, 0 removed, 7 unchanged
[removed: FirstEnergy,] [added: The Registrants,] through the oversight of [removed: its] [added: FirstEnergy's] Disclosure Committee, [removed: has] [added: have] established disclosure controls and procedures to ensure that information is accumulated and communicated to management, including [removed: the chief] [added: their respective principle] executive officer and [removed: chief] [added: principle] financial officer, as appropriate to allow timely decisions regarding required disclosure, and ensure that information required to be disclosed in the reports [removed: FirstEnergy files] [added: the Registrants file] or [removed: submits] [added: submit] under the Exchange Act, [removed: is] [added: are] recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms.
The management of [removed: FirstEnergy,] [added: the Registrants,] with the participation of [removed: the chief] [added: their respective principal] executive officer and [removed: chief] [added: principal] financial officer, [removed: has] [added: have established and] evaluated the effectiveness of [removed: its] [added: their] disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange [removed: Act),] [added: Act)] as of [removed: December 31, 2024.][added: the end of the period covered by this report.]
Based on that evaluation, the [removed: chief] [added: principal] executive [removed: officer] [added: officers] and [removed: chief] [added: principal] financial [removed: officer] [added: officers] of [removed: FirstEnergy] [added: the Registrants] have concluded that [removed: its] [added: the] disclosure controls and procedures [added: in place] were effective as of [removed: December 31, 2024.][added: the end of the period covered by this report.]
Management conducted an evaluation of the effectiveness of FirstEnergy's internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on the framework in "Internal Control-Integrated Framework" (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
Based on that evaluation, management concluded that FirstEnergy's internal control over financial reporting was effective as of December 31, [removed: 2024.][added: 2025.]
The effectiveness of [removed: FirstEnergy’s] [added: FirstEnergy's] internal control over financial reporting as of December 31, [removed: 2024] [added: 2025] has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report, which is included herein.
During the quarter ended December 31, [removed: 2024,] [added: 2025,] there were no changes in internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that have materially affected, or are reasonably likely to materially affect, [removed: FirstEnergy's] [added: the Registrants’] internal control over financial reporting.
This Annual Report does not include a report of JCP&L’s assessment regarding internal control over financial reporting due to the transition period established by the rules of the SEC for newly public companies.
Item 9B. OTHER INFORMATION
1 rewritten, 0 added, 0 removed, 1 unchanged
During the quarter ended December 31, [removed: 2024,] [added: 2025,] no director or officer (as defined in Rule 16a-1(f) promulgated under the Exchange Act) of FE adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement” (as each term is defined in Item 408 of Regulation S-K).
Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
1 rewritten, 2 added, 0 removed, 3 unchanged
[removed: The information required by Item 10] [added: with respect to FE] is incorporated herein by reference to FirstEnergy's [removed: 2025 Proxy] [added: 2026] Statement to be filed with the SEC pursuant to Regulation 14A under the Exchange Act.
The information required by Item 10.
Information relating to JCP&L is omitted pursuant to General Instruction I(2) to Form 10-K.
Item 11. EXECUTIVE COMPENSATION
1 rewritten, 2 added, 0 removed, 0 unchanged
[removed: The information required by Item 11] [added: with respect to FE] is incorporated herein by reference to FirstEnergy’s [removed: 2025] [added: 2026] Proxy Statement to be filed with the SEC pursuant to Regulation 14A under the Exchange Act.
The information required by Item 11.
Information relating to JCP&L is omitted pursuant to General Instruction I(2) to Form 10-K.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
4 rewritten, 3 added, 1 removed, 7 unchanged
[removed: The Item 403 of Regulation S-K information required by Item 12] [added: with respect to FE] is incorporated herein by reference to FirstEnergy's [removed: 2025] [added: 2026] Proxy Statement to be filed with the SEC pursuant to Regulation 14A under the Exchange Act.
The following table contains information as of December 31, [removed: 2024,] [added: 2025,] regarding compensation plans for which shares of FE common stock may be issued.
| Equity compensation plans approved by security holders | | | | | | [removed: 4,428,103] [added: 4,763,785] | | | (1) | | | $ | — | | (2) | | | [removed: 8,529,960] [added: 7,444,718] | | | (3) | | |
(1) Includes [removed: 256,061] [added: 251,305] shares related to the DCPD that [removed: is] [added: are] expected to be paid in stock, [removed: 2,086,021] [added: 2,461,710] shares subject to outstanding awards of [removed: stock based Restricted Stock Units] [added: performance-based RSU awards and time-based RSU awards] granted under the ICP 2020 [removed: if paid] [added: (assuming, with respect to performance-based RSU awards, payouts] at [added: a] target [added: level of performance] for the [removed: 2022-2024,] 2023-2025, [added: 2024-2026,] and [removed: 2024-2026 cycles of stock based Restricted Stock Units,] [added: 2025-2027 cycles, including dividend reinvestments thereon)] as well as [removed: 2,086,021] [added: 2,050,770] additional shares to be paid if maximum performance metrics are achieved for the three outstanding [removed: cycles.][added: cycles with respect to the performance-based RSU awards.]
The Item 403 of Regulation S-K information required by Item 12.
Information relating to JCP&L is omitted pursuant to General Instruction I(2) to Form 10-K.
| Total | | | | | | 4,763,785 | | | | | | $ | — | | | | | 7,444,718 | | | | | |
| Total | | | | | | 4,428,103 | | | | | | $ | — | | | | | 8,529,960 | | | | | |
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
1 rewritten, 2 added, 0 removed, 0 unchanged
[removed: The information required by Item 13] [added: with respect to FE] is incorporated herein by reference to FirstEnergy’s [removed: 2025] [added: 2026] Proxy Statement to be filed with the SEC pursuant to Regulation 14A under the Exchange Act.
The information required by Item 13.
Information relating to JCP&L is omitted pursuant to General Instruction I(2) to Form 10-K.
Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
2 rewritten, 8 added, 15 removed, 1 unchanged
[removed: (1) Professional] [added: These fees are related to professional] services rendered for the [removed: audits of FirstEnergy's and certain] [added: audit] of [removed: its subsidiary] [added: JCP&L's] annual financial [removed: statements and reviews of unaudited financial statements included in FirstEnergy's Quarterly Reports on Form 10-Q filings made with the SEC,] [added: statements,] and for services in connection with statutory and regulatory filings [removed: or] [added: and] engagements, including comfort [removed: letters, agreed upon procedures and consents] [added: letters] for financings.
[removed: Additional information required by this item] is incorporated herein by reference to FirstEnergy’s [removed: 2025] [added: 2026] Proxy Statement to be filed with the SEC pursuant to Regulation 14A under the Exchange [removed: Act.][added: Act under the caption “Matters Relating to the Independent Registered Public Accounting Firm".]
FirstEnergy - The information called for by this Item 14.
JCP&L \- As a wholly owned subsidiary of FE, JCP&L does not have a separate audit committee.
The FE Audit Committee fulfilled the audit committee function for JCP&L as it relates to the pre-approval of 2025 and 2024 audit and non-audit services provided by the independent registered public accounting firm.
As such, all audit and non-audit services provided by the independent auditor to JCP&L in 2025 and 2024 were pre-approved by the FE Audit Committee consistent with its duly adopted pre-approval policies and procedures.
A description of the FE Audit Committee pre-approval policies is contained in FirstEnergy's 2026 Proxy Statement which is incorporated herein by reference as described above.
Audit fees for professional services rendered by PricewaterhouseCoopers LLP were $1,212 thousand for December 31, 2025 and $1,834 thousand for December 31, 2024, respectively.
The 2025 and 2024 audit fees also include additional audit services to support the registration of JCP&L with the SEC, as well as additional professional and other services, the cost of which may ultimately be allocated to JCP&L companies though not billed directly to them.
There were no fees related to tax, audit related or other services.
A summary of the audit and all other fees for services rendered by PricewaterhouseCoopers LLP are as follows:
| | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | For the Years Ended December 31, | | | | | | | | |
| | | | 2024 | | | | | | 2023 | | |
| | | | (In thousands) | | | | | | | | |
| Audit Fees(1) | | | $ | 11,235 | | | | | $ | 9,915 | |
| Audit-Related Fees(2) | | | 60 | | | | | | — | | |
| Tax Fees(3) | | | 110 | | | | | | 110 | | |
| All Other Fees(4) | | | 48 | | | | | | 282 | | |
| Total Fees | | | $ | 11,453 | | | | | $ | 10,307 | |
2024 and 2023 audit fees also include newly required regulatory audits for certain subsidiaries and additional audit services to support the registration of certain subsidiaries with the SEC during 2024.
(2) Audit-related fees in 2024 were related to services rendered for climate-related reporting assessments.
(3) Tax fees in 2024 and 2023 were primarily related to the performance of tax services related to the FET equity interest sales.
(4) All other fees in 2024 and 2023 primarily reflect certain costs related to the SEC investigation.
Item 15. EXHIBIT AND FINANCIAL STATEMENT SCHEDULES
96 rewritten, 42 added, 7 removed, 39 unchanged
Report of Independent Registered Public Accounting Firm (PCAOB ID 238) for [removed: FirstEnergy Corp.] [added: the Registrants] is listed under Item [removed: 8,] [added: 8.,] "Financial Statements and Supplementary Data," herein.
The financial statements filed as a part of this report for [removed: FirstEnergy Corp.] [added: the Registrants] are listed under Item [removed: 8,] [added: 8.,] "Financial Statements and Supplementary Data," herein.
[removed: N/A] [added: Not applicable] - Schedules not included are omitted because of the absence of conditions under which they are required or because the required information is provided in the consolidated financial statements, including the notes thereto.
| Exhibit Number | | | | | | | | | | | | [added: Description] | | |
| [removed: 4.3] [added: 4.5] | | | | | | | | | | | | [Officer’s Certificate relating to FirstEnergy Corp.'s 2.85% Notes, Series A, due 2022, 3.90% Notes, Series B, due 2027 and 4.85% Notes, Series C, due 2047 (incorporated by reference to FE’s Form 8-K filed June 21, 2017, Exhibit 4.1, File No. 333-21011).](https://www.sec.gov/Archives/edgar/data/1031296/000119312517209049/d397649dex41.htm) | | |
| [removed: 4.4] [added: 4.6] | | | | | | | | | | | | [Form of 3.90% Note, Series B, due 2027 (incorporated by reference to FE’s Form 8-K filed June 21, 2017, Exhibit 4.1, File No. 333-21011).](https://www.sec.gov/Archives/edgar/data/1031296/000119312517209049/d397649dex41.htm) | | |
| [removed: 4.5] [added: 4.7] | | | | | | | | | | | | [Form of 4.85% Note, Series C, due 2047 (incorporated by reference to FE’s Form 8-K filed June 21, 2017, Exhibit 4.1, File No. 333-21011).](https://www.sec.gov/Archives/edgar/data/1031296/000119312517209049/d397649dex41.htm) | | |
| [removed: 4.6] [added: 4.8] | | | | | | | | | | | | [Officer’s Certificate relating to FirstEnergy Corp.'s 2.050% Notes, Series A, due 2025, 2.650% Notes, Series B, due 2030 and 3.400% Notes, Series C, due 2050 (incorporated by reference to FE’s Form 8-K filed February 20, 2020, Exhibit 4.1, File No. 333-21011).](https://www.sec.gov/Archives/edgar/data/1031296/000119312520042800/d629226dex41.htm) | | |
| [removed: 4.7] [added: 4.9] | | | | | | | | | | | | [Form of [removed: 2.050%] [added: 2.650%] Note, Series [removed: A,] [added: B,] due [removed: 2025] [added: 2030] (incorporated by reference to FE’s Form 8-K filed February 20, 2020, Exhibit [removed: 4.2,] [added: 4.3,] File No. 333-21011).](https://www.sec.gov/Archives/edgar/data/1031296/000119312520042800/d629226dex41.htm) | | |
| [removed: 4.8] [added: 4.10] | | | | | | | | | | | | [Form of [removed: 2.650%] [added: 3.400%] Note, Series [removed: B,] [added: C,] due [removed: 2030] [added: 2050] (incorporated by reference to FE’s Form 8-K filed February 20, 2020, Exhibit [removed: 4.3,] [added: 4.4,] File No. 333-21011).](https://www.sec.gov/Archives/edgar/data/1031296/000119312520042800/d629226dex41.htm) | | |
| [removed: 4.9] [added: 4.12] | | | | | | | | | | | | [Form of [removed: 3.400%] [added: 1.600%] Note, Series [removed: C,] [added: A,] due [removed: 2050] [added: 2026] (incorporated by reference to FE’s Form 8-K filed [removed: February 20,] [added: June 8,] 2020, Exhibit [removed: 4.4,] [added: 4.2,] File No. [removed: 333-21011).](https://www.sec.gov/Archives/edgar/data/1031296/000119312520042800/d629226dex41.htm)] [added: 333-21011).](https://www.sec.gov/Archives/edgar/data/1031296/000119312520163154/d928462dex41.htm)] | | |
| [removed: 4.10] [added: 4.11] | | | | | | | | | | | | [Officer’s Certificate relating to FirstEnergy Corp.'s 1.600% Notes, Series A, due 2026, 2.250% Notes, Series B, due 2030 (incorporated by reference to FE’s Form 8-K filed June 8, 2020, Exhibit 4.1, File No. 333-21011).](https://www.sec.gov/Archives/edgar/data/1031296/000119312520163154/d928462dex41.htm) | | |
| [removed: 4.11] [added: 4.13] | | | | | | | | | | | | [Form of [removed: 1.600%] [added: 2.250%] Note, Series [removed: A,] [added: B,] due [removed: 2026] [added: 2030] (incorporated by reference to FE’s Form 8-K filed June 8, 2020, Exhibit [removed: 4.2,] [added: 4.3,] File No. 333-21011).](https://www.sec.gov/Archives/edgar/data/1031296/000119312520163154/d928462dex41.htm) | | |
| [removed: 4.12] [added: 4.16] | | | | | | | | | | | | [Form of [removed: 2.250% Note, Series B,] [added: 3.625% Convertible Senior Notes] due [removed: 2030] [added: 2029 (included in Exhibit 4.1)] (incorporated by reference to [removed: FE’s] [added: FirstEnergy’s] Form 8-K filed June [removed: 8, 2020,] [added: 12, 2025,] Exhibit [removed: 4.3,] [added: 4.1,] File No. [removed: 333-21011).](https://www.sec.gov/Archives/edgar/data/1031296/000119312520163154/d928462dex41.htm)] [added: 333-21011).](https://www.sec.gov/Archives/edgar/data/1031296/000103129625000027/ex41-fecorpdebt.htm)] | | |
| [removed: 4.13] [added: 4.14] | | | | | | | | | | | | [Description of Securities Registered under Section 12(b) of the Securities Exchange Act of 1934 (incorporated by reference to FE's Form 10-K filed February 10, 2020, Exhibit 4-10, File No. 333-21011).](https://www.sec.gov/Archives/edgar/data/1031296/000103129620000008/fe-12312019xex4x10.htm) | | |
| [removed: 4.14] [added: 4.15] | | | | | | | | | | | | [Form of 4.00% Convertible Senior Notes due 2026 (included hereto in Exhibit 4.2)](https://www.sec.gov/Archives/edgar/data/1031296/000103129623000041/ex41-indenture.htm) | | |
| 10.1 | | | | | | | | | | | | [Credit Agreement, dated as of October 18, 2021, by and among FirstEnergy Corp., FirstEnergy Transmission, LLC, the banks and other financial institutions party thereto, as lenders, and JPMorgan Chase Bank, N.A., as administrative agent (incorporated by reference to FE’s Form 8-K filed October 18, 2021, Exhibit 10.1, File No. [removed: 333-210111).](https://www.sec.gov/Archives/edgar/data/1031296/000103129621000078/exhibit101.htm)] [added: 333-21011).](https://www.sec.gov/Archives/edgar/data/1031296/000103129621000078/exhibit101.htm)] | | |
| [removed: 10.4] [added: 10.5] | | | | | | | | | | | | [Credit Agreement, dated as of October 18, 2021, by and among [removed: Jersey Central] [added: Monongahela] Power [removed: & Light] Company, [added: The Potomac Edison Company,] the banks and other financial institutions party thereto on the date hereof, as lenders, and Mizuho Bank, [removed: Ltd.,] [added: Ltd,] as administrative agent (incorporated by reference to FirstEnergy’s Form 8-K filed October 18, 2021, Exhibit [removed: 10.4,] [added: 10.6,] File No. [removed: 333-21011).](https://www.sec.gov/Archives/edgar/data/1031296/000103129621000078/exhibit104.htm)] [added: 333-21011).](https://www.sec.gov/Archives/edgar/data/1031296/000103129621000078/exhibit106.htm)] | | |
| [removed: 10.5] [added: 10.4] | | | | | | | | | | | | [Credit Agreement, dated as of October 18, 2021, by and among American Transmission Systems, Incorporated, Mid-Atlantic Interstate Transmission, LLC, and Trans-Allegheny Interstate Line Company, the banks and other financial institutions party thereto on the date hereof, as lenders, and PNC Bank, National Association, as administrative agent (incorporated by reference to FirstEnergy’s Form 8-K filed October 18, 2021, Exhibit 10.5, File No. 333-21011).](https://www.sec.gov/Archives/edgar/data/1031296/000103129621000078/exhibit105.htm) | | |
| [removed: 10.6] [added: 10.15] | | | | | | | | | | | | [removed: [Credit] [added: [Amendment No. 2 to Credit] Agreement, dated as of October [removed: 18, 2021,] [added: 20, 2023,] by and among Monongahela Power Company, The Potomac Edison Company, the banks and other financial institutions party thereto on the date hereof, as lenders, and Mizuho Bank, Ltd, as administrative [removed: agent] [added: agent.] (incorporated by reference to [removed: FirstEnergy’s] [added: FE’s] Form [removed: 8-K] [added: 10-Q] filed October [removed: 18, 2021,] [added: 26, 2023,] Exhibit 10.6, File No. [removed: 333-21011).](https://www.sec.gov/Archives/edgar/data/1031296/000103129621000078/exhibit106.htm)] [added: 333-21011).](https://www.sec.gov/Archives/edgar/data/1031296/000103129623000061/q32023-ex106.htm)] | | |
| [removed: 10.7] [added: 10.6] | | | | | | | | | | | | [Amendment No. 1 and Consent and Limited Waiver to Credit Agreement, dated as of April 27, 2023, by and among FirstEnergy Corp., FirstEnergy Transmission, LLC, the banks and other financial institutions party thereto, as lenders, and JPMorgan Chase Bank, N.A., as administrative agent. (incorporated by reference to FirstEnergy’s Form 8-K filed May 1, 2023, Exhibit 10.1, File No. 333-21011)](https://www.sec.gov/Archives/edgar/data/1031296/000103129623000035/ex101.htm) | | |
| [removed: 10.8] [added: 10.7] | | | | | | | | | | | | [Amendment No. 1 and Consent and Limited Waiver to Credit Agreement, dated as of April 27, 2023, by and among The Cleveland Electric Illuminating Company, Ohio Edison Company, The Toledo Edison Company, the banks and other financial institutions party thereto, as lenders, and JPMorgan Chase Bank, N.A., as administrative agent. (incorporated by reference to FirstEnergy’s Form 8-K filed May 1, 2023, Exhibit 10.2, File No. 333-21011)](https://www.sec.gov/Archives/edgar/data/1031296/000103129623000035/ex102.htm) | | |
| [removed: 10.9] [added: 10.8] | | | | | | | | | | | | [Amendment No. 1 and Consent and Limited Waiver to Credit Agreement, dated as of April 27, 2023, by and among Metropolitan Edison Company, Pennsylvania Power Company, Pennsylvania Electric Company, West Penn Power Company, the banks and other financial institutions party thereto on the date hereof, as lenders, and Mizuho Bank, Ltd., as administrative agent. (incorporated by reference to FirstEnergy’s Form 8-K filed May 1, 2023, Exhibit 10.3, File No. 333-21011)](https://www.sec.gov/Archives/edgar/data/1031296/000103129623000035/ex103.htm) | | |
| [removed: 10.10] [added: 10.9] | | | | | | | | | | | | [Amendment No. 1 and Consent and Limited Waiver to Credit Agreement, dated as of April 27, 2023, by and among American Transmission Systems, Incorporated, Mid-Atlantic Interstate Transmission, LLC, Trans-Allegheny Interstate Line Company, the banks and other financial institutions party thereto on the date hereof, as lenders, and PNC Bank, National Association, as administrative agent. (incorporated by reference to FirstEnergy’s Form 8-K filed May 1, 2023, Exhibit 10.4, File No. 333-21011)](https://www.sec.gov/Archives/edgar/data/1031296/000103129623000035/ex104.htm) | | |
| [removed: 10.11] [added: 10.10] | | | | | | | | | | | | [Amendment No. 1 to Credit Agreement, dated as of April 27, 2023, by and among [removed: Jersey Central] [added: Monongahela] Power [removed: & Light] Company, [added: The Potomac Edison Company,] the banks and other financial institutions party thereto on the date hereof, as lenders, and Mizuho Bank, [removed: Ltd.,] [added: Ltd,] as administrative agent. (incorporated by reference to FirstEnergy’s Form 8-K filed May 1, 2023, Exhibit [removed: 10.5,] [added: 10.6,] File No. [removed: 333-21011)](https://www.sec.gov/Archives/edgar/data/1031296/000103129623000035/ex105.htm)] [added: 333-21011)](https://www.sec.gov/Archives/edgar/data/1031296/000103129623000035/ex106.htm)] | | |
| [removed: 10.12] [added: 10.13] | | | | | | | | | | | | [Amendment No. [removed: 1] [added: 2 and Consent and Limited Waiver] to Credit Agreement, dated as of [removed: April 27,] [added: October 20,] 2023, by and among [removed: Monongahela] [added: Metropolitan Edison Company, Pennsylvania] Power Company, [removed: The Potomac Edison] [added: Pennsylvania Electric] Company, [added: West Penn Power Company,] the banks and other financial institutions party thereto on the date hereof, as lenders, and Mizuho Bank, [removed: Ltd,] [added: Ltd.,] as administrative agent. (incorporated by reference to [removed: FirstEnergy’s] [added: FE’s] Form [removed: 8-K] [added: 10-Q] filed [removed: May 1,] [added: October 26,] 2023, Exhibit [removed: 10.6,] [added: 10.3,] File No. [removed: 333-21011)](https://www.sec.gov/Archives/edgar/data/1031296/000103129623000035/ex106.htm)] [added: 333-21011).](https://www.sec.gov/Archives/edgar/data/1031296/000103129623000061/q32023-ex103.htm)] | | |
| [removed: 10.13] [added: 10.11] | | | | | | | | | | | | [Amendment No. 2 and Consent and Limited Waiver to Credit Agreement, dated as of October 20, 2023, by and among FirstEnergy Corp., the banks and other financial institutions party thereto, as lenders, and JPMorgan Chase Bank, N.A., as administrative agent. (incorporated by reference to FE’s Form 10-Q filed October 26, 2023, Exhibit 10.1, File No. 333-21011).](https://www.sec.gov/Archives/edgar/data/1031296/000103129623000061/q32023-ex101.htm) | | |
| [removed: 10.14] [added: 10.12] | | | | | | | | | | | | [Amendment No. 2 and Consent and Limited Waiver to Credit Agreement, dated as of October 20, 2023, by and among The Cleveland Electric Illuminating Company, Ohio Edison Company, The Toledo Edison Company, the banks and other financial institutions party thereto, as lenders, and JPMorgan Chase Bank, N.A., as administrative agent. (incorporated by reference to FE’s Form 10-Q filed October 26, 2023, Exhibit 10.2, File No. 333-21011).](https://www.sec.gov/Archives/edgar/data/1031296/000103129623000061/q32023-ex102.htm) | | |
| [removed: 10.15] [added: 10.16] | | | | | | | | | | | | [removed: [Amendment No. 2 and Consent and Limited Waiver to Credit] [added: [Credit] Agreement, dated as of October 20, 2023, by and among [removed: Metropolitan Edison Company, Pennsylvania Power Company, Pennsylvania Electric Company, West Penn Power] [added: Keystone Appalachian Transmission] Company, the banks and other financial institutions party thereto on the date hereof, as lenders, and [removed: Mizuho] [added: PNC] Bank, [removed: Ltd.,] [added: National Association,] as administrative agent. (incorporated by reference to FE’s Form 10-Q filed October 26, 2023, Exhibit [removed: 10.3,] [added: 10.7,] File No. [removed: 333-21011).](https://www.sec.gov/Archives/edgar/data/1031296/000103129623000061/q32023-ex103.htm)] [added: 333-21011).](https://www.sec.gov/Archives/edgar/data/1031296/000103129623000061/q32023-ex107.htm)] | | |
| [removed: 10.16] [added: 10.14] | | | | | | | | | | | | [Amendment No. 2 and Consent and Limited Waiver to Credit Agreement, dated as of October 20, 2023, by and among American Transmission Systems, Incorporated, Mid-Atlantic Interstate Transmission, LLC, Trans-Allegheny Interstate Line Company, the banks and other financial institutions party thereto on the date hereof, as lenders, and PNC Bank, National Association, as administrative agent. (incorporated by reference to FE’s Form 10-Q filed October 26, 2023, Exhibit 10.4, File No. 333-21011).](https://www.sec.gov/Archives/edgar/data/1031296/000103129623000061/q32023-ex104.htm) | | |
| [removed: 10.17] [added: 10.3] | | | | | | | | | | | | [Amendment No. 2 to Credit Agreement, dated as of October 20, 2023, by and among Jersey Central Power & Light Company, the banks and other financial institutions party thereto on the date hereof, as lenders, and Mizuho Bank, Ltd., as administrative [removed: agent.] [added: agent] (incorporated by reference to [removed: FE’s] [added: JCP&L’s] Form [removed: 10-Q] [added: S-4] filed [removed: October 26, 2023,] [added: April 1, 2025,] Exhibit [removed: 10.5,] [added: 10.3,] File No. [removed: 333-21011).](https://www.sec.gov/Archives/edgar/data/1031296/000103129623000061/q32023-ex105.htm)] [added: 333-286328).](https://www.sec.gov/Archives/edgar/data/53456/000119312525070548/d891310dex103.htm)] | | |
| [removed: 10.18] [added: 10.17] | | | | | | | | | | | | [removed: [Amendment No. 2 to Credit] [added: [Credit] Agreement, dated as of October 20, 2023, by and among [removed: Monongahela Power Company, The Potomac Edison Company,] [added: FirstEnergy Transmission, LLC,] the banks and other financial institutions party thereto on the date hereof, as lenders, and [removed: Mizuho] [added: JPMorgan Chase] Bank, [removed: Ltd,] [added: N.A.,] as administrative agent. (incorporated by reference to FE’s Form 10-Q filed October 26, 2023, Exhibit [removed: 10.6,] [added: 10.8,] File No. [removed: 333-21011).](https://www.sec.gov/Archives/edgar/data/1031296/000103129623000061/q32023-ex106.htm)] [added: 333-21011).](https://www.sec.gov/Archives/edgar/data/1031296/000103129623000061/q32023-ex108.htm)] | | |
| [removed: 10.19] [added: 10.22] | | | | | | | | | | | | [removed: [Credit] [added: [Amendment No. 3 to Credit] Agreement, dated as of October [removed: 20, 2023, by and] [added: 24, 2024,] among [removed: Keystone Appalachian Transmission Company,] [added: ATSI, MAIT and TrAIL, as borrower,] the banks and other financial institutions party [removed: thereto on the date hereof,] [added: thereto,] as lenders, and PNC Bank, National Association, as administrative [removed: agent.] [added: agent] (incorporated by reference to FE’s Form 10-Q filed October [removed: 26, 2023,] [added: 29, 2024,] Exhibit 10.7, File No. [removed: 333-21011).](https://www.sec.gov/Archives/edgar/data/1031296/000103129623000061/q32023-ex107.htm)] [added: 333-21011).](https://www.sec.gov/Archives/edgar/data/1031296/000103129624000055/q32024-ex107.htm)] | | |
| [removed: 10.20] [added: 10.23] | | | | | | | | | | | | [removed: [Credit Agreement,] [added: [Amendment No. 1 to Credit Agreement and Consent,] dated as of October [removed: 20, 2023, by and] [added: 24, 2024,] among [removed: FirstEnergy Transmission, LLC,] [added: FET, as borrower,] the banks and other financial institutions party [removed: thereto on the date hereof,] [added: thereto,] as lenders, and JPMorgan Chase Bank, N.A., as administrative [removed: agent.] [added: agent] (incorporated by reference to FE’s Form 10-Q filed October [removed: 26, 2023,] [added: 29, 2024,] Exhibit 10.8, File No. [removed: 333-21011).](https://www.sec.gov/Archives/edgar/data/1031296/000103129623000061/q32023-ex108.htm)] [added: 333-21011).](https://www.sec.gov/Archives/edgar/data/1031296/000103129624000055/q32024-ex108.htm)] | | |
| [removed: 10.21] [added: 10.18] | | | | | | | | | | | | [Amendment No. 3 to Credit Agreement, dated as of October 24, 2024, among FE, as borrower, the banks and other financial institutions party thereto, as lenders, and JPMorgan Chase Bank, N.A., as administrative agent (incorporated by reference to FE’s Form 10-Q filed October 29, 2024, Exhibit 10.2, File No. [removed: 333-21011)](https://www.sec.gov/Archives/edgar/data/1031296/000103129624000055/q32024-ex102.htm)] [added: 333-21011).](https://www.sec.gov/Archives/edgar/data/1031296/000103129624000055/q32024-ex102.htm)] | | |
| [removed: 10.22] [added: 10.19] | | | | | | | | | | | | [Amendment No. 3 to Credit Agreement, dated as of October 24, 2024, among CEI, OE and TE, as borrowers, the banks and other financial institutions party thereto, as lenders, and JPMorgan Chase Bank, N.A., as administrative agent (incorporated by reference to FE’s Form 10-Q filed October 29, 2024, Exhibit 10.3, File No. [removed: 333-21011)](https://www.sec.gov/Archives/edgar/data/1031296/000103129624000055/q32024-ex103.htm)] [added: 333-21011).](https://www.sec.gov/Archives/edgar/data/1031296/000103129624000055/q32024-ex103.htm)] | | |
| [removed: 10.23] [added: 10.20] | | | | | | | | | | | | [Amendment No. 3 to Credit Agreement, dated as of October 24, 2024, among FE PA, as borrower, the banks and other financial institutions party thereto, as lenders, and Mizuho Bank, Ltd., as administrative agent (incorporated by reference to FE’s Form 10-Q filed October 29, 2024, Exhibit 10.4, File No. [removed: 333-21011)](https://www.sec.gov/Archives/edgar/data/1031296/000103129624000055/q32024-ex104.htm)] [added: 333-21011).](https://www.sec.gov/Archives/edgar/data/1031296/000103129624000055/q32024-ex104.htm)] | | |
| [removed: 10.24] [added: 10.21] | | | | | | | | | | | | [Amendment No. 3 to Credit Agreement, dated as of October 24, 2024, among [removed: JCP&L, as borrower,] [added: MP and PE,] the banks and other financial institutions party thereto, as lenders, and Mizuho Bank, Ltd., as administrative agent (incorporated by reference to FE’s Form 10-Q filed October 29, 2024, Exhibit [removed: 10.5,] [added: 10.6,] File No. [removed: 333-21011)](https://www.sec.gov/Archives/edgar/data/1031296/000103129624000055/q32024-ex105.htm)] [added: 333-21011).](https://www.sec.gov/Archives/edgar/data/1031296/000103129624000055/q32024-ex106.htm)] | | |
| [removed: 10.25] [added: 10.24] | | | | | | | | | | | | [Amendment No. [removed: 3] [added: 1] to Credit Agreement, dated as of October 24, 2024, among [removed: MP and PE,] [added: KATCo, as borrower,] the banks and other financial institutions party thereto, as lenders, and [removed: Mizuho] [added: PNC] Bank, [removed: Ltd.,] [added: National Association,] as administrative agent (incorporated by reference to FE’s Form 10-Q filed October 29, 2024, Exhibit [removed: 10.6,] [added: 10.9,] File No. [removed: 333-21011)](https://www.sec.gov/Archives/edgar/data/1031296/000103129624000055/q32024-ex106.htm)] [added: 333-21011).](https://www.sec.gov/Archives/edgar/data/1031296/000103129624000055/q32024-ex109.htm)] | | |
| [removed: 10.26] [added: 10.29] | | | | | | | | | | | | [Amendment No. [removed: 3] [added: 4] to Credit Agreement, dated as of October [removed: 24, 2024,] [added: 27, 2025,] among ATSI, MAIT and TrAIL, as [removed: borrower,] [added: borrowers,] the banks and other financial institutions party thereto, as lenders, and PNC Bank, National Association, as administrative agent (incorporated by reference to FE’s Form 10-Q filed October [removed: 29, 2024,] [added: 28, 2025,] Exhibit [removed: 10.7,] [added: 10.12,] File No. [removed: 333-21011)](https://www.sec.gov/Archives/edgar/data/1031296/000103129624000055/q32024-ex107.htm)] [added: 333-21011).](https://www.sec.gov/Archives/edgar/data/53456/000103129625000085/ex1012-q32025.htm)] | | |
| FirstEnergy | | | | | | | | | | | | | | |
| 4.3 | | | | | | | | | | | | [Indenture Relating to 3.625% Convertible Senior Notes due 2029, dated as of June 12, 2025, between FirstEnergy Corp. and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to FirstEnergy’s Form 8-K filed June 12, 2025, Exhibit 4.1, File No. 333-21011).](https://www.sec.gov/Archives/edgar/data/1031296/000103129625000027/ex41-fecorpdebt.htm) | | |
| 4.4 | | | | | | | | | | | | [Indenture Relating to 3.875% Convertible Senior Notes due 2031, dated as of June 12, 2025, between FirstEnergy Corp. and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to FirstEnergy’s Form 8-K filed June 12, 2025, Exhibit 4.2, File No. 333-21011).](https://www.sec.gov/Archives/edgar/data/1031296/000103129625000027/ex42-fecorpdebt.htm) | | |
| Exhibit Number | | | | | | | | | | | | Description | | |
| 4.17 | | | | | | | | | | | | [Form of 3.875% Convertible Senior Notes due 2031 (included in Exhibit 4.2) (incorporated by reference to FirstEnergy’s Form 8-K filed June 12, 2025, Exhibit 4.2, File No. 333-21011).](https://www.sec.gov/Archives/edgar/data/1031296/000103129625000027/ex42-fecorpdebt.htm) | | |
| Exhibit Number | | | | | | | | | | | | Description | | |
| 10.25 | | | | | | | | | | | | [Amendment No. 4 to Credit Agreement, dated as of October 27, 2025, among FE, as borrower, the banks and other financial institutions party thereto, as lenders, and JPMorgan Chase Bank, N.A., as administrative agent (incorporated by reference to FE’s Form 10-Q filed October 28, 2025, Exhibit 10.5, File No. 333-21011).](https://www.sec.gov/Archives/edgar/data/53456/000103129625000085/ex105-q32025.htm) | | |
| 10.26 | | | | | | | | | | | | [Amendment No. 4 to Credit Agreement, dated as of October 27, 2025, among CEI, OE and TE, as borrowers, the banks and other financial institutions party thereto, as lenders, and JPMorgan Chase Bank, N.A., as administrative agent (incorporated by reference to FE’s Form 10-Q filed October 28, 2025, Exhibit 10.7, File No. 333-21011).](https://www.sec.gov/Archives/edgar/data/53456/000103129625000085/ex107-q32025.htm) | | |
| 10.27 | | | | | | | | | | | | [Amendment No. 4 to Credit Agreement, dated as of October 27, 2025, among FE PA, as borrower, the banks and other financial institutions party thereto, as lenders, and Mizuho Bank, Ltd., as administrative agent (incorporated by reference to FE’s Form 10-Q filed October 28, 2025, Exhibit 10.8, File No. 333-21011).](https://www.sec.gov/Archives/edgar/data/53456/000103129625000085/ex108-q32025.htm) | | |
| 10.28 | | | | | | | | | | | | [Amendment No. 4 to Credit Agreement, dated as of October 27, 2025, among MP and PE, as borrowers, the banks and other financial institutions party thereto, as lenders, and Mizuho Bank, Ltd., as administrative agent (incorporated by reference to FE’s Form 10-Q filed October 28, 2025, Exhibit 10.9, File No. 333-21011).](https://www.sec.gov/Archives/edgar/data/53456/000103129625000085/ex109-q32025.htm) | | |
| Exhibit Number | | | | | | | | | | | | Description | | |
| Exhibit Number | | | | | | | | | | | | Description | | |
| 10.61 | | | (B) | | | | | | | | | [FirstEnergy Corp. Executive Severance Benefits Plan, as amended and restated as of January 1, 2026 (incorporated by reference to FE’s Form 8-K filed September 29, 2025, Exhibit 10.1, File No. 333-21011).](https://www.sec.gov/Archives/edgar/data/1031296/000103129625000056/ex101-executiveseverancebe.htm) | | |
| 10.62 | | | (B) | | | | | | | | | [FirstEnergy Corp. Executive Change in Control Severance Plan, as amended and restated as of January 1, 2026 (incorporated by reference to FE’s Form 8-K filed September 29, 2025, Exhibit 10.2, File No. 333-21011).](https://www.sec.gov/Archives/edgar/data/1031296/000103129625000056/ex102-executivechangeinctr.htm) | | |
| JCP&L | | | | | | | | | | | | | | |
| 3.1 | | | | | | | | | | | | [Amended and Restated Certificate of Incorporation of Jersey Central Power & Light Company (incorporated by reference to JCP&L’s Form S-4 filed April 1, 2025, Exhibit 3.1, File No. 001-03141).](https://www.sec.gov/Archives/edgar/data/53456/000119312525070548/d891310dex31.htm) | | |
| Exhibit Number | | | | | | | | | | | | Description | | |
| 3.2 | | | | | | | | | | | | [Amended and Restated Bylaws of Jersey Central Power & Light Company (incorporated by reference to JCP&L’s Form S-4 filed April 1, 2025, Exhibit 3.2, File No. 001-03141).](https://www.sec.gov/Archives/edgar/data/53456/000119312525070548/d891310dex32.htm) | | |
| 4.1 | | | | | | | | | | | | [Indenture, dated as of July 1,1999, by and between Jersey Central Power & Light Company and The Bank of New York Mellon Trust Company as eventual successor to U.S. Trust Company of New York, which was the original trustee (incorporated by reference to JCP&L’s Form S-4 filed April 1, 2025, Exhibit 4.1, File No. 333-286328).](https://www.sec.gov/Archives/edgar/data/53456/000119312525070548/d891310dex41.htm) | | |
| 4.2 | | | | | | | | | | | | [First Supplemental Indenture, dated as of October 31, 2007, by and among Jersey Central Power & Light Company and The Bank of New York, as resigning trustee, and The Bank of New York Trust Company, N.A., as successor trustee (incorporated by reference to JCP&L’s Form S-4 filed April 1, 2025, Exhibit 4.5, File No. 333-286328).](https://www.sec.gov/Archives/edgar/data/53456/000119312525070548/d891310dex45.htm) | | |
| 4.3 | | | | | | | | | | | | [Registration Rights Agreement, dated as of December 5, 2024, by and among Jersey Central Power & Light Company and Barclays Capital Inc., MUFG Securities Americas Inc., PNC Capital Markets LLC and Wells Fargo Securities, LLC, as representatives of the initial purchasers of the Senior Notes due 2035 (unregistered) (incorporated by reference to JCP&L’s Form S-4 filed April 1, 2025, Exhibit 4.2, File No. 333-286328).](https://www.sec.gov/Archives/edgar/data/53456/000119312525070548/d891310dex42.htm) | | |
| 4.4 | | | | | | | | | | | | [Company Order, dated as of December 5, 2024 (incorporated by reference to JCP&L’s Form S-4 filed April 1, 2025, Exhibit 4.3, File No. 333-286328).](https://www.sec.gov/Archives/edgar/data/53456/000119312525070548/d891310dex43.htm) | | |
| 4.5 | | | | | | | | | | | | [Form of 4.150% Senior Note due 2029 (incorporated by reference to JCP&L’s Form 8-K filed September 5, 2025, Exhibit 4.3, File No. 001-03141).](https://www.sec.gov/Archives/edgar/data/53456/000005345625000014/ex43jc.htm) | | |
| 4.6 | | | | | | | | | | | | [Form of 4.400% Senior Note due 2031 (incorporated by reference to JCP&L’s Form 8-K filed September 5, 2025, Exhibit 4.4, File No. 001-03141).](https://www.sec.gov/Archives/edgar/data/53456/000005345625000014/ex44jc.htm) | | |
| 4.7 | | | | | | | | | | | | [Form of 5.100% Senior Note due 2035 (incorporated by reference to JCP&L’s Form 8-K filed September 5, 2025, Exhibit 4.5, File No. 001-03141).](https://www.sec.gov/Archives/edgar/data/53456/000005345625000014/ex45jc.htm) | | |
| 10.1 | | | | | | | | | | | | [Credit Agreement, dated as of October 18, 2021, by and among Jersey Central Power & Light Company, the banks and other financial institutions party thereto on the date hereof, as lenders, and Mizuho Bank, Ltd., as administrative agent (incorporated by reference to JCP&L’s Form S-4 filed April 1, 2025, Exhibit 10.1, File No. 333-286328).](https://www.sec.gov/Archives/edgar/data/53456/000119312525070548/d891310dex101.htm) | | |
| 10.2 | | | | | | | | | | | | [Amendment No. 1 to Credit Agreement, dated as of April 27, 2023, by and among Jersey Central Power & Light Company, the banks and other financial institutions party thereto on the date hereof, as lenders, and Mizuho Bank, Ltd., as administrative agent (incorporated by reference to JCP&L’s Form S-4 filed April 1, 2025, Exhibit 10.2, File No. 333-286328).](https://www.sec.gov/Archives/edgar/data/53456/000119312525070548/d891310dex102.htm) | | |
| 10.4 | | | | | | | | | | | | [Amendment No. 3 to Credit Agreement, dated as of October 24, 2024, by and among Jersey Central Power & Light Company, the banks and other financial institutions party thereto on the date hereof, as lenders, and Mizuho Bank, Ltd., as administrative agent (incorporated by reference to JCP&L’s Form S-4 filed April 1, 2025, Exhibit 10.4, File No. 333-286328).](https://www.sec.gov/Archives/edgar/data/53456/000119312525070548/d891310dex104.htm) | | |
| 10.5 | | | | | | | | | | | | [Amendment No. 4 to Credit Agreement, dated as of October 27, 2025, among JCP&L, as borrower, the banks and other financial institutions party thereto, as lenders, and Mizuho Bank, Ltd., as administrative agent (incorporated by reference to FE’s Form 10-Q filed October 28, 2025, Exhibit 10.6, File No. 333-21011).](https://www.sec.gov/Archives/edgar/data/53456/000103129625000085/ex106-q32025.htm) | | |
| 10.6 | | | | | | | | | | | | [Service Agreement, dated as of January 1, 2024, by and between FirstEnergy Transmission, LLC, each of the associate companies listed on the signature pages thereto, and FirstEnergy Service Company (incorporated by reference to JCP&L’s Form S-4 filed April 1, 2025, Exhibit 10.5, File No. 333-286328).](https://www.sec.gov/Archives/edgar/data/53456/000119312525070548/d891310dex105.htm) | | |
| 10.7 | | | | | | | | | | | | [Second Revised, Amended and Restated Mutual Assistance Agreement, dated as of January 1, 2024, by and among certain subsidiaries of FirstEnergy Corp. listed on the signature pages thereto (incorporated by reference to JCP&L’s Form S-4 filed April 1, 2025, Exhibit 10.6, File No. 333-286328).](https://www.sec.gov/Archives/edgar/data/53456/000119312525070548/d891310dex106.htm) | | |
| 10.8 | | | | | | | | | | | | [Registration Rights Agreement, dated as of September 4, 2025, by and among Jersey Central Power & Light Company, J.P. Morgan Securities LLC, PNC Capital Markets LLC, Scotia Capital (USA) Inc. and Wells Fargo Securities, LLC, as representatives of the initial purchasers of the 4.150% Senior Notes due 2029 (incorporated by reference to JCP&L’s Form 8-K filed September 5, 2025, Exhibit 10.1, File No. 001-03141).](https://www.sec.gov/Archives/edgar/data/53456/000005345625000014/ex101jc.htm) | | |
| 10.9 | | | | | | | | | | | | [Registration Rights Agreement, dated as of September 4, 2025, by and among Jersey Central Power & Light Company, J.P. Morgan Securities LLC, PNC Capital Markets LLC, Scotia Capital (USA) Inc. and Wells Fargo Securities, LLC, as representatives of the initial purchasers of the 4.400% Senior Notes due 2031 (incorporated by reference to JCP&L’s Form 8-K filed September 5, 2025, Exhibit 10.2, File No. 001-03141).](https://www.sec.gov/Archives/edgar/data/53456/000005345625000014/ex102jc.htm) | | |
| 31.1 | | | (A) | | | | | | | | | [Certification of principal executive officer, as adopted pursuant to Rule 13a-14(a)](https://www.sec.gov/Archives/edgar/data/1031296/000103129626000046/exhibit311-q42025xjcpl.htm) | | |
| 31.2 | | | (A) | | | | | | | | | [Certification of principal financial officer, as adopted pursuant to Rule 13a-14(a)](https://www.sec.gov/Archives/edgar/data/1031296/000103129626000046/exhibit312-q42025xjcpl.htm) | | |
| 32 | | | (A) | | | | | | | | | [Certification of principal executive officer and principal financial officer, pursuant to 18 U.S.C. Section 1350](https://www.sec.gov/Archives/edgar/data/1031296/000103129626000046/exhibit32-q42025xjcpl.htm) | | |
| 101 | | | | | | | | | | | | The following materials from the Annual Report on Form 10-K of Jersey Central Power & Light Company for the period ended December 31, 2025, formatted in iXBRL (Inline Extensible Business Reporting Language): (i) Statements of Income and Comprehensive Income, (ii) Balance Sheets, (iii) Statements of Common Stockholder's Equity, (iv) Statements of Cash Flows, (v) related notes to these financial statements and (vi) document and entity information. | | |
| 104 | | | | | | | | | | | | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document contained in Exhibit 101) | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Exhibit Number | | | | | | | | | | | | Description | | |
Management’s Report on Internal Control Over Financial Reporting for FirstEnergy Corp. is listed under Item 9A, "Controls and Procedures" herein.
| 10.30 | | | | | | | | | | | | [Settlement Agreement, dated as of August 26, 2018, by and among the Debtors, the FE Non-Debtor Parties, the Ad Hoc](https://www.sec.gov/Archives/edgar/data/1031296/000103129618000057/fefessettlementagreement1.htm) [](https://www.sec.gov/Archives/edgar/data/1031296/000103129618000057/fefessettlementagreement1.htm)[Noteholders Group, the Bruce Mansfield Certificateholders Group and the Committee (in each case, as defined therein) (incorporated by reference to FE’s Form 8-K filed August 27, 2018, Exhibit 10.1, File No. 333-21011).](https://www.sec.gov/Archives/edgar/data/1031296/000103129618000057/fefessettlementagreement1.htm) | | |
| 10.63 | | | | | | | | | | | | [Consent and Waiver to the Settlement Agreement, dated April 18, 2019, by and among the Debtors and the FE Non-Debtor Parties (incorporated by reference to FE's Form 10-Q filed April 23, 2019, Exhibit 10.1, File No.333-21011).](https://www.sec.gov/Archives/edgar/data/1031296/000103129619000021/fe-03312019xex101consentan.htm) | | |
| 10.64 | | | | | | | | | | | | [First Amendment to Settlement Agreement dated November 21, 2019, by and among the Debtors, FE Non-Debtor Parties, Ad Hoc Noteholders Group, Bruce Mansfield Certificateholders Group, and the Committee (incorporated by reference to FE’s Form 8-K filed November 26, 2019, Exhibit 10.1, File No. 333-21011).](https://www.sec.gov/Archives/edgar/data/1031296/000103129619000048/ex101firstamendmenttos.htm) | | |
| 10.78 | | | (B) | | | | | | | | | [2023 Interim Chief Executive Officer Restricted Stock Units Award Agreement to John W. Somerhalder II. (incorporated by reference to FE’s Form 10-K filed February 13, 2023, Exhibit 10.60, File No. 333-21011).](https://www.sec.gov/Archives/edgar/data/1031296/000103129623000014/fe-12312022xex10x60.htm) | | |
| 14 | | | | | | | | | | | | [Code of Business Conduct and Ethics (incorporated by reference to FE’s Form 10-Q filed July 22, 2021, Exhibit 14.1, File No. 333-21011).](https://www.sec.gov/Archives/edgar/data/1031296/000103129621000075/q22021-ex141.htm) | | |
| 19 | | | (A) | | | | | | | | | [Insider Trading Practice](https://www.sec.gov/Archives/edgar/data/1031296/000103129625000006/fe-12312024xex19.htm) | | |
An excerpt. Shown here: 40 of 96 rewritten, 40 of 42 added and all 7 removed. The counts are complete. For every sentence, read Item 15. EXHIBIT AND FINANCIAL STATEMENT SCHEDULES in the FY2025 filing and the FY2024 filing.
Item 16. FORM 10-K SUMMARY
3 rewritten, 43 added, 1 removed, 42 unchanged
| | | | | | | [removed: Chair,] [added: Chairman,] President and Chief Executive Officer | | | | | |
Date: February [removed: 27, 2025][added: 18, 2026]
| [removed: Chair,] [added: Chairman,] President and Chief Executive Officer | | | | | | | | |
| | | | | | | (Principal Executive Officer) | | | | | |
Date: February 18, 2026
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | JERSEY CENTRAL POWER & LIGHT COMPANY | | | | | | | | |
| | | | BY: | | | /s/ W. Douglas Mokoid | | | | | |
| | | | | | | W. Douglas Mokoid | | | | | |
| | | | | | | President and Director | | | | | |
| | | | | | | (Principal Executive Officer) | | | | | |
Date: February 18, 2026
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated:
| | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| JERSEY CENTRAL POWER & LIGHT COMPANY | | | | | | | | |
| | | | | | | | | |
| /s/ W. Douglas Mokoid | | | | | | | | |
| W. Douglas Mokoid | | | | | | | | |
| President and Director | | | | | | | | |
| (Principal Executive Officer) | | | | | | | | |
| | | | | | | | | |
| /s/ Teresa Reed | | | | | | /s/ Lisa A. Schultz | | |
| Teresa Reed | | | | | | Lisa A. Schultz | | |
| Vice President, State Finance and Regulatory | | | | | | Controller | | |
| (Principal Financial Officer) | | | | | | (Principal Accounting Officer) | | |
| | | | | | | | | |
| /s/ Linda Bowden | | | | | | | | |
| Linda Bowden | | | | | | | | |
| Director | | | | | | | | |
| | | | | | | | | |
| /s/ John E. Harmon | | | | | | | | |
| John E. Harmon | | | | | | | | |
| Director | | | | | | | | |
| | | | | | | | | |
| /s/ A. Wade Smith | | | | | | | | |
| A. Wade Smith | | | | | | | | |
| Director | | | | | | | | |
| | | | | | | | | |
| /s/ Toby L. Thomas | | | | | | | | |
| Toby L. Thomas | | | | | | | | |
SIGNATURES
An excerpt. Shown here: all 3 rewritten, 40 of 43 added and all 1 removed. The counts are complete. For every sentence, read Item 16. FORM 10-K SUMMARY in the FY2025 filing and the FY2024 filing.