FE 8-K Current Reports

FirstEnergy 8-K Report, Financial Results (Oct 27, 2026)

FirstEnergy Corp. reported strong third-quarter 2026 financial results, with GAAP earnings of $0.96 per share and non-GAAP Core Earnings of $0.98 per share. Year-to-date Core Earnings increased by 9% to $2.20 per share compared to the same period in 2025. The company reaffirmed its full-year 2026 Core Earnings guidance and anticipates results at or slightly above the midpoint of its $2.62 to $2.82 per share range. FirstEnergy is actively executing its $36 billion Energize365 capital investment plan, aimed at modernizing its grid and strengthening its transmission infrastructure. The company highlighted significant growth opportunities, particularly in West Virginia, with plans to expand electricity generation, including the proposed Maidsville Energy Center. Additionally, increasing demand from large customers, especially data centers, is driving a projected increase of at least 25% in transmission investments over the next five years. The company reiterated its commitment to a Core Earnings compound annual growth rate near the top end of its 6% to 8% target through 2030.

Oct 27, 2026 8-K

FirstEnergy 8-K Report, Financial Results (Jul 28, 2026)

FirstEnergy reported second-quarter 2026 GAAP earnings of $288 million, or $0.50 per share, up from $268 million, or $0.46, a year earlier. Revenue rose to $3.7 billion from $3.4 billion. Core Earnings (non-GAAP) were also $0.50 per share, in line with plan but down from $0.52 in the second quarter of 2025. The decline came mainly from the Distribution segment (down $0.06), driven by planned maintenance expenses that management says will reverse in the second half of 2026. The Integrated segment was flat, and Stand-Alone Transmission rose $0.04 on 11% transmission rate base growth. For the first half, GAAP EPS was $1.20 and Core EPS was $1.22, compared with $1.09 and $1.19 a year earlier. Management reaffirmed 2026 Core EPS guidance of $2.62 to $2.82 per share and expects long-term Core EPS compound annual growth near the top of its 6% to 8% target range for 2026 through 2030. That outlook rests on a five-year, $36 billion Energize365 investment plan, about 30% larger than the prior plan, with $6 billion planned for 2026 and $2.9 billion deployed through June. The company reports a trailing-twelve-month consolidated ROE of 9.5%, within its 9.5% to 10% target, and says about 75% of projected investments earn returns through formula-rate recovery. The main growth catalyst is data center demand. Total pipeline and contracted demand reached 24.8 GW, up about 30% since the first quarter, and contracted demand reached 6.4 GW, up about 50%. West Virginia demand rose 137% to 4.3 GW, and FirstEnergy is evaluating new generation there, including the proposed 1.2 GW Maidsville gas plant. Investors should watch near-term regulatory milestones, including West Virginia rate and CPCN orders, New Jersey and Maryland base rate filings expected in the third quarter, and PJM Open Window proposals due September 21, 2026. Because this filing is dated July 28, 2026, the timing of these items should be checked against later disclosures.

Jul 28, 2026 8-K

Material AgreementsShareholder MattersExhibits & Filings

FirstEnergy 8-K Report, Regulation FD Disclosure (Jun 1, 2026)

FirstEnergy's June 1, 2026 Form 8-K furnishes its Spring Investor Update (Exhibit 99.1), which reaffirms 2026 Core EPS guidance of $2.62-$2.82 per share (midpoint implying 8.8% growth over the original 2025 guidance midpoint) and reaffirms a long-term Core EPS CAGR near the top end of 6-8% for 2026-2030. The company also reaffirmed its $36B five-year investment plan, which drives a targeted ~10% rate base CAGR, with ~75% of projected investments in formula-rate recovery that reduces regulatory lag. Management targets a total shareholder return opportunity of roughly 12%, a dividend growth policy tied to a 60%-70% payout ratio of Core EPS, ~14% FFO/Debt, and continued BBB/Baa2 credit profile. The update highlights several regulatory filings and growth initiatives. In West Virginia, Mon Power and Potomac Edison-WV filed a base rate case on May 15, 2026 requesting a $188M increase, but the WV PSC ordered movement toward an alternative Inflation and Investment Adjustment of $76M in two phases, with a hearing set for July 9. In Ohio, OE, CEI and TE filed a three-year rate plan on May 22, 2026, seeking $254M/$59M/$80M in revenue increases for July 2027-June 2030 and ~$2.5B of capital investment. The company also reports a 32% increase in contracted data center demand to 4.3 GW (up to 5.6 GW by 2035 including the new contracts), and a proposed 1,270 MW gas and solar generation build (Maidsville Energy Center, $2.7B) with CPCN approval expected in 2H 2026, which the company says is incremental to plan. For investors, the key takeaways are reaffirmed guidance and multi-year targets alongside a growing set of regulatory outcomes still pending. Several items, including the WV alternative rate approach, the Ohio rate plan, and the Maidsville CPCN, carry timing and approval risk, and the Maidsville investment is explicitly not embedded in the plan. The filing also carries standard forward-looking statement caveats, including ongoing government investigation and DPA-related exposure, and the company notes its Core EPS excludes special items that it cannot reconcile to GAAP without unreasonable effort.

Jun 1, 2026 8-K

FirstEnergy 8-K Report, Material Agreement (May 20, 2026)

FirstEnergy Corp. (FE) filed an 8-K on May 20, 2026, detailing amendments to its joint venture agreement for its transmission subsidiary, FirstEnergy Transmission, LLC (FET). The Fifth Amended and Restated Limited Liability Company Agreement (Fifth LLC Agreement) extends the existing governance framework between FirstEnergy and its joint venture partner, Brookfield Super-Core Infrastructure Partners' investment vehicle (Investor), to two new transmission joint ventures: "Valley Link" and "Grid Growth." While the core governance structure, board composition, and Investor's approval rights regarding FET remain unchanged, the Fifth LLC Agreement specifically outlines how these arrangements will apply to the new joint ventures, ensuring consistent application of consent, consultation, and reporting requirements. Additionally, the filing reports the results of FirstEnergy's Annual Meeting of Shareholders held on the same date. Key outcomes include the re-election of all nominated directors, ratification of PricewaterhouseCoopers LLP as the independent registered public accounting firm for 2026, and advisory approval of named executive officer compensation. A shareholder proposal requesting an independent board chair was not approved. These disclosures provide insight into the company's ongoing strategic partnerships in transmission infrastructure and shareholder governance.

May 20, 2026 8-K

Earnings & ResultsRegulation FD

FirstEnergy 8-K Report, Financial Results (Apr 28, 2026)

FirstEnergy (FE) reported first quarter 2026 GAAP earnings of $405 million, or $0.70 per basic and diluted share, on revenue of $4.2 billion, compared with GAAP earnings of $360 million, or $0.62 per share, on $3.8 billion of revenue in 1Q25. Non-GAAP Core Earnings were $0.72 per share, up 7.5% from $0.67 in the prior-year quarter. The GAAP-to-Core gap of $0.02 reflects a $0.04 charge for investigation-related costs partially offset by a $0.02 net pension/OPEB credit. Growth was driven primarily by formula-rate investment returns, lower operating expenses, and higher transmission rate base, which grew 19% in the Integrated segment and 11% in Stand-Alone Transmission. Trailing 12-month consolidated ROE improved to 9.8%, within management's targeted 9.5%-10% range. Management reaffirmed 2026 Core EPS guidance of $2.62 to $2.82 per share and its long-term Core EPS CAGR target near the top end of 6-8% for 2026-2030. The company invested about $1.4 billion in the quarter, up 33% year over year, and is pursuing a $36 billion Energize365 capital plan for 2026-2030, roughly 30% above the prior five-year plan, which management says supports about 10% rate base CAGR. Credit positioning also improved: Moody's moved FE's outlook to positive in March, and all FE entities remain investment grade at all three major agencies. The filing also highlights upside optionality and regulatory timing. Management cited potential incremental transmission investment and West Virginia generation (a 1.2 GW CCGT under a CPCN filed in February, with hearings in July and approval expected in 2H 2026). Data center pipeline demand reached 14.9 GW by 2035, though contracted demand is a smaller 4.3 GW. Ohio's three-year rate plan and a West Virginia base rate case are expected to be filed in May 2026. Investors should note that the company does not provide a GAAP reconciliation for forward Core EPS guidance, that GAAP results include special items that can be volatile, and that the filing also includes extensive forward-looking risk disclosures tied to regulatory, weather, and legal exposures.

Apr 28, 2026 8-K

FirstEnergy 8-K Report, Financial Results (Feb 17, 2026)

FirstEnergy (FE) reported full-year 2025 GAAP earnings of $1.02 billion, or $1.77 per basic share, and Core Earnings (non-GAAP) of $2.55 per share, up 7.6% from $2.37 in 2024 and at the top end of its revised guidance range of $2.50 to $2.56. The GAAP result was weighed down by roughly $0.78 per share of special items, chiefly regulatory charges tied to the Ohio base rate case and PUCO orders ($0.58), investigation and legal costs ($0.50), and reorganization costs, partly offset by pension/OPEB credits ($0.35). Management reaffirmed 2026 Core EPS guidance of $2.62 to $2.82 per share, which implies about 9% growth over the original 2025 guidance midpoint, and expects Core EPS compound annual growth near the top of its 6-8% target range through 2030. The main strategic news is a larger capital plan. FirstEnergy announced a $36 billion investment program for 2026-2030, up about 30% from the prior $28 billion five-year plan, with transmission investment rising roughly 35% to $19 billion. About 75% of the plan is recovered through formula rates, which reduces regulatory lag, and management targets roughly 10% FE-owned rate base growth. The plan is expected to be funded mainly by cash from operations (about 65%), roughly $3 billion per year of incremental debt, and only modest equity of up to $2 billion. Management also highlighted a proposed 1,200 MW gas-fired combined cycle plant in West Virginia ($2.5 billion, decision expected in 2H26), a data center pipeline of 12.9 GW, and a board-approved increase in the quarterly dividend, with 2026 declarations planned at $0.465 per share ($1.86 annually). Investors should weigh the strong growth outlook against execution and regulatory risk. The 2025 GAAP results carry significant legal and regulatory charges tied to legacy government investigations and the Ohio rate case, and the company continues to operate under a deferred prosecution agreement and faces a securities class action. Growth also depends on regulators approving rate cases, the West Virginia generation build, and transmission projects, and on keeping affordability pressures in check. Credit ratings improved, with S&P upgrading FirstEnergy Corp. to BBB+ in December 2025, but the company is committed to maintaining its BBB/Baa2 credit profile while funding a much larger capital program.

Feb 17, 2026 8-K

FirstEnergy 8-K Report, Executive Changes (Feb 12, 2026)

FirstEnergy Corp. announced that Melvin Williams, a member of its Board of Directors, will not seek re-election at the upcoming 2026 Annual Meeting of Shareholders. Mr. Williams' current term will conclude at that meeting. This departure is not attributed to any disagreements with the company regarding its operations, policies, or practices. Investors should note that this is a planned transition and not indicative of any underlying issues with the company's management or strategic direction. The company will need to identify and appoint a replacement director to maintain its board composition.

Feb 12, 2026 8-K

FirstEnergy 8-K Report, Regulation FD Disclosure (Dec 9, 2025)

FirstEnergy (FE) furnished an 8-K on December 9, 2025 (Item 7.01, Regulation FD) containing an Investor Letter and a 2026 Financial Guidance Presentation. The headline is initial 2026 Core (non-GAAP) EPS guidance of $2.62 to $2.82, with a midpoint of $2.72. That midpoint implies about 7.5% growth over the increased 2025 midpoint of $2.53 and roughly 9% over the original 2025 midpoint of $2.50. The company also reaffirmed its 6-8% Core EPS CAGR target for 2025-2029 and said it expects to guide to the upper half of that range. Management tied the outlook to a $6 billion 2026 capital plan, up 9% from the $5.5 billion 2025 plan, with about 72% of investment in formula-rate programs. Capital allocation and shareholder returns were the other major elements. FirstEnergy plans to declare 2026 dividends totaling $1.86 per share (four quarterly payments of $0.465), a 4.5% increase that implies a payout ratio of about 68% of Core EPS, within its 60-70% target. The 2026 financing plan calls for $2.9 billion of subsidiary long-term debt issuances, $2.3 billion of it new money, and management is targeting about 14% FFO/Debt to support BBB-level credit metrics. The base 2025-2029 plan includes a $28 billion investment program, a roughly 9% FE-owned rate base CAGR, and no incremental equity beyond employee benefit programs. The filing also flags near-term items for investors. Special items from the November 19, 2025 PUCO orders on the Ohio 2024 base rate case and consolidated Ohio audits are expected in Q4 2025 and will be excluded from Core earnings, which keeps GAAP results volatile. Several catalysts are scheduled for 2026: an Ohio three-year rate plan filing in 1Q26, a West Virginia plan for about 1,200 MW of combined-cycle gas and 70 MW of solar, PJM Open Window transmission awards, and an update to the long-term plan on the Q4 2025 earnings call in February 2026. Investors should weigh the constructive guidance against the regulatory, legal (including HB 6), and credit-rating risks the company lists.

Dec 9, 2025 8-K

FirstEnergy 8-K Report, Regulation FD Disclosure (Nov 20, 2025)

FirstEnergy (FE) disclosed in an 8-K dated November 20, 2025 that the Public Utilities Commission of Ohio (PUCO) issued final orders on November 19, 2025 resolving its 2024 Ohio base rate case and several consolidated Ohio audits, including the Distribution Modernization Rider (DMR), the Expanded Distribution Capital Recovery (DCR) Rider, and the Corporate Separation Audit. The base rate order is largely consistent with the Blue Ridge independent audit report and PUCO Staff's position, setting a distribution rate base of about $4.4B, a 9.63% return on equity, a 48.8%/51.2% debt/equity capital structure, and a net revenue adjustment of $34M. The order also allows recovery of about $245M in storm restoration regulatory assets over five years and about $92M in deferred distribution O&M over ten years, and resets the DCR revenue cap to cover investments made between June 1, 2024 and January 31, 2025. The main negative item is the Consolidated Ohio Audits outcome: the Ohio Companies must pay a combined $250.7M, made up of $186.63M in customer refunds and restitution and $64.07M in civil forfeitures. FirstEnergy will record this as a special item in Q4 2025 and exclude it from Core Earnings, so the charge should not affect the company's core earnings guidance, though it will hit reported GAAP results in the fourth quarter. The company also plans to file its first three-year rate plan under Ohio House Bill 15 in Q1 2026, with an estimated effective date in early 2027. Management reaffirmed 2025 revised Core Earnings guidance of $2.50-$2.56 per share and a 6-8% Core EPS CAGR through 2029, and said it expects to land in the upper half of that range. Investors will likely view the rate outcome as a constructive resolution of a long-running overhang, with the one-time payment as the primary near-term cost, though the filing is a company-issued letter and the figures should be checked against the PUCO orders themselves.

Nov 20, 2025 8-K

Leadership ChangesExhibits & Filings

FirstEnergy 8-K Report, Financial Results (Oct 22, 2025)

FirstEnergy (FE) reported third-quarter 2025 GAAP earnings of $441 million, or $0.76 per share, and Core (non-GAAP) earnings of $0.83 per share, up 9% from $0.76 a year earlier. Year-to-date Core EPS was $2.02, up 15% from $1.76, and GAAP EPS was $1.85. Results benefited from new base rates in Pennsylvania, growth in formula-rate transmission rate base, and higher weather-related distribution sales, partly offset by higher planned operating expenses, accelerated maintenance work, and higher financing costs. Management narrowed full-year 2025 Core EPS guidance to $2.50 to $2.56 from the original $2.40 to $2.60 range, placing it in the upper half of the original range and raising the midpoint from $2.50 to $2.53. The company also affirmed its 6% to 8% Core EPS compound annual growth target for 2025 through 2029. The most notable change is in capital spending. FirstEnergy raised its 2025 investment plan by 10%, from $5.0 billion to $5.5 billion, with over half of the increase in transmission. Management expects total transmission investment in its next five-year plan to rise about 30%, driving transmission rate base growth of up to 18%, and it attributes this to data center load growth in the PJM region. It also proposed a West Virginia Integrated Resource Plan to add 1.2 GW of combined-cycle gas generation around 2031, an initial investment estimate of about $2.5 billion, and filed the plan on October 1, 2025. The Reaffirmed 2025-2029 base investment plan is about $28 billion, with a significant increase for 2026-2030 expected to be announced on the Q4 2025 call. Investors should note several items. Management stated that the 2025 Core EPS and growth targets exclude special items, which are difficult to forecast and could be significant. Pending catalysts include an Ohio base rate decision expected in November 2025 and a planned Ohio multi-year rate plan filing, as well as the West Virginia IRP and generation RFP. The company also reported a trailing-twelve-month consolidated ROE of 10.1%, within or slightly above its targeted 9.5% to 10% range, and year-to-date cash from operations of $2.6 billion, about 40% higher than the prior year.

Oct 22, 2025 8-K

FirstEnergy 8-K Report, Executive Changes (Sep 29, 2025)

FirstEnergy Corp. (FE) has filed an 8-K report detailing significant updates to its executive compensation and severance policies, effective January 1, 2026. These changes involve the amendment and restatement of the Executive Severance Benefits Plan and the Change in Control Severance Plan, along with new forms for restricted stock unit (RSU) award agreements. The revisions aim to modernize the company's executive compensation structure and align it with peer practices, impacting how top executives, including the CEO, CFO, and other named executive officers, will be compensated and provided for in the event of termination or a change in corporate control. The key adjustments to the severance plans include the inclusion of the CEO in the Executive Severance Plan, a revised severance calculation formula that increases benefits for senior executives (e.g., 1.5x base salary for officers), and continued health benefits under COBRA for a defined period. For change-in-control scenarios, the CEO's severance multiplier has been enhanced to 2.99 times base salary plus target STIP. Furthermore, new RSU award agreements will provide for accelerated vesting at target levels in the event of a change in control, unless replaced with equivalent awards.

Sep 29, 2025 8-K

FirstEnergy 8-K Report, Financial Results (Jul 30, 2025)

FirstEnergy (FE) reported second quarter 2025 results on July 30, 2025, with GAAP earnings of $0.46 per share ($268 million) and Core (non-GAAP) earnings of $0.52 per share, versus $0.51 in 2Q24. For the first half of 2025, GAAP EPS was $1.09 and Core EPS was $1.19, a 19% year-over-year increase. The company affirmed its 2025 Core EPS guidance of $2.40 to $2.60 per share, now targeting the upper half of that range, and reaffirmed a 6-8% Core EPS compound annual growth rate target for 2025 through 2029. The quarter's Core earnings were supported by new base rates in Pennsylvania, growth in transmission rate base under formula rate programs, and lower operating expenses and financing costs. These gains were partly offset by milder weather, which reduced customer demand by nearly 3% in the quarter. Management highlighted $2.5 billion of capital deployed through June, up 29% year-over-year, against a $5 billion 2025 plan within a $28 billion 2025-2029 Energize365 program. The company stated it expects no incremental equity needs beyond employee benefit programs of up to about $100 million annually, and targets roughly 14%+ FFO/Debt through 2029. For investors, the key positives are reaffirmed guidance with a bias toward the upper half, a strong investment pipeline (including data center demand and an expected PJM transmission award announcement in 1Q 2026), and progress on Ohio and West Virginia regulatory matters. Watch items include the pending Ohio base rate decision expected by year-end, the West Virginia IRP filing due by October 1, 2025, and the continuing sensitivity of results to weather and regulatory outcomes. The filing also notes the company's legacy investigation-related costs and forward-looking risks tied to government investigations and HB 6.

Jul 30, 2025 8-K

Material AgreementsFinancial EventsSecurities & Listing+2

FirstEnergy 8-K Report, Executive Changes (Jun 20, 2025)

FirstEnergy Corp. (FE) has filed an 8-K report detailing a modification to its Long-term Incentive Compensation Program (LTIP) for the 2023 and 2024 award periods. Effective for performance periods commencing after December 31, 2024, the company has replaced the 'Operating EPS' Key Performance Indicator (KPI) with 'Core EPS' for a portion of these awards. This change aligns executive compensation with the company's recent strategic decision to report and provide guidance based on Core EPS, which it transitioned to in early 2025.

Jun 20, 2025 8-K

FirstEnergy 8-K Report, Material Agreement (Jun 12, 2025)

FirstEnergy Corp. (FE) has announced the successful completion of a $2.5 billion offering of convertible senior notes, comprising $1.35 billion of 3.625% Notes due 2029 and $1.15 billion of 3.875% Notes due 2031. The company expects net proceeds of approximately $2.47 billion. A significant portion of these proceeds, about $1.2 billion, will be used to repurchase outstanding 4.00% convertible senior notes due 2026. The remaining proceeds are earmarked for debt repayment, refinancing, or general corporate purposes. This strategic move aims to optimize the company's debt structure by replacing higher-cost debt with new convertible notes and potentially reducing near-term debt obligations. The convertible notes are unsecured and unsubordinated, with specified interest rates and maturity dates. The initial conversion price for these new notes is set at a premium to the company's stock price at the time of the offering, indicating an expectation of future stock appreciation. Investors should note potential market impacts on FE's stock price due to hedging activities related to the repurchase of the 2026 notes.

Jun 12, 2025 8-K

Other Events

FirstEnergy 8-K Report, Corporate Update (Jun 10, 2025)

FirstEnergy Corp. announced the pricing of a significant offering of convertible senior notes, raising a total of $2.15 billion across two series: $1.15 billion of 3.625% notes due 2029 and $1.0 billion of 3.875% notes due 2031. The company also granted initial purchasers an option to buy an additional $350 million in notes, which could increase the total proceeds to $2.5 billion if fully exercised. The net proceeds are earmarked for repaying existing debt, including the repurchase of outstanding 4.00% convertible senior notes due 2026, general corporate purposes, and potentially refinancing other indebtedness. This strategic move aims to strengthen the company's balance sheet and manage its debt profile. The offering was conducted as a private placement to qualified institutional buyers, with an expected closing date of June 12, 2025, subject to standard closing conditions. The notes are unsecured and unsubordinated. Key financial terms include the specific interest rates, maturity dates, and conversion provisions. The initial conversion price of these new notes represents a premium to the company's common stock price at the time of announcement, indicating a belief in future stock value appreciation or a desire to offer attractive terms for the debt issuance.

Jun 10, 2025 8-K

Other EventsExhibits & Filings

FirstEnergy 8-K Report, Corporate Update (Jun 9, 2025)

FirstEnergy Corp. (NYSE: FE) announced on June 9, 2025 its intention to offer, subject to market conditions, a combined $1.8 billion of convertible senior notes in a Rule 144A private placement: $950 million of Convertible Senior Notes due 2029 and $850 million of Convertible Senior Notes due 2031. Initial purchasers may also buy up to an additional $150 million of each series within a 13-day window after issuance, which would raise the total to as much as $2.1 billion. The notes will be unsecured, unsubordinated obligations, with semiannual interest, and terms such as the interest rate and initial conversion rate will be set at pricing. The primary stated use of proceeds is to repurchase all or part of the $1.5 billion outstanding of FirstEnergy's 4.00% convertible senior notes maturing May 1, 2026. This is effectively a refinancing of near-term convertible debt that is coming due in roughly eleven months, pushing maturities out to 2029 and 2031. Proceeds may also be used to repay, redeem or refinance other indebtedness and for general corporate purposes, with management retaining broad discretion over allocation. For investors, the transaction is primarily a liability management event rather than a growth or earnings catalyst, and the filing does not disclose pricing, conversion premiums, or the final size. Upon conversion, FirstEnergy will settle the principal in cash and may deliver cash, shares, or a mix for the excess, so dilution will depend on the eventual conversion terms and the share price. Key items to monitor are the final pricing, the coupon and conversion price set at pricing, and how much of the 2026 notes are actually repurchased. The notes have not been registered under the Securities Act and are offered only to qualified institutional buyers.

Jun 9, 2025 8-K

Shareholder Matters

FirstEnergy 8-K Report, Shareholder Vote Results (May 21, 2025)

FirstEnergy Corp. held its Annual Meeting of Shareholders on May 21, 2025, where several key matters were put to a vote. The most critical outcome for investors is the overwhelming approval of the director nominees for the upcoming year and the ratification of PricewaterhouseCoopers LLP as the independent registered public accounting firm. Additionally, the advisory vote on executive compensation also received majority support. These results indicate shareholder confidence in the current board's direction and the company's financial oversight. However, a notable point for investors is the failure of a shareholder proposal requesting a report on lobbying activity and policies. This outcome suggests that a significant portion of shareholders did not support increased transparency or disclosure in this specific area, which may warrant further investigation into the company's lobbying practices and the rationale behind the shareholder vote.

May 21, 2025 8-K

FirstEnergy 8-K Report, Financial Results (Apr 23, 2025)

FirstEnergy (NYSE: FE) reported first quarter 2025 GAAP earnings of $360 million, or $0.62 per basic and diluted share, on revenue of $3.8 billion, compared with GAAP EPS of $0.44 in 1Q24. Core Earnings (non-GAAP) were $0.67 per share versus $0.49 a year earlier, a 37% increase driven by new base rates in Pennsylvania, West Virginia and New Jersey, rate base growth under formula rate programs, lower financing costs and normal weather compared with a mild 1Q24. Management described results as in line with plan and reaffirmed full-year 2025 Core EPS guidance of $2.40 to $2.60, with the company now targeting the upper half of that range, along with its 6-8% five-year Core EPS CAGR target for 2025-2029. Capital deployment was more than $1.0 billion in the quarter, up about 15% from 1Q24 and on pace for the $5 billion 2025 investment plan within the $28 billion Energize365 five-year program. The company declared a dividend of $0.445 per share, about 5% higher than 2024, and expects to issue about $3.6 billion of long-term debt in 2025 with no new equity beyond employee benefit programs. Consolidated TTM earned ROE improved to 9.8%, approaching the 9.5%-10% target, and all FE entities remain investment grade. Key items to monitor include the Ohio base rate case (hearings set to begin May 5, 2025, with the requested increase raised to $183 million), expected Ohio legislation (HB15/SB2) reshaping the regulatory framework, the New Jersey EnergizeNJ settlement approved April 23, and West Virginia's Integrated Resource Plan due by year-end 2025. Management also cited data center pipeline growth (80+ GW of large load studies) and about $3 billion of PJM-approved transmission investments, including the Valley Link joint venture. Results were presented as forward-looking and subject to the risks of HB 6 investigations and litigation, weather, and regulatory outcomes.

Apr 23, 2025 8-K

Other Events

FirstEnergy 8-K Report, Corporate Update (Mar 26, 2025)

FirstEnergy Corp. (FE) disclosed under Item 8.01 (Other Events) that on March 24, 2025 it internally announced organizational changes to employees. Management says the restructuring is designed to align the company with a new business model intended to make it more efficient and sustainable, with responsibility and accountability placed closer to customers, employees and regulators. The filing explicitly ties the changes to the company's focus on operations and maintenance (O&M) expense discipline. The concrete workforce impact is limited: approximately two hundred employees will be reassigned, and the company expects to reduce its total workforce by less than three percent. The filing does not quantify expected cost savings, severance charges, or changes to earnings guidance, so investors should look to upcoming earnings materials and management commentary for the financial effect. For investors, the filing signals a continued cost-control and operating-efficiency push at a utility that has been under regulatory and legal scrutiny related to Ohio House Bill 6. The reduction is modest in scale, and the primary investor takeaway is the stated commitment to O&M discipline, which bears on FirstEnergy's stated goals of controlling costs, improving credit metrics and growing earnings. The forward-looking statements section flags the usual risks, including rate outcomes, regulatory and legal proceedings, and capital market access.

Mar 26, 2025 8-K

FirstEnergy 8-K Report, Financial Results (Feb 26, 2025)

FirstEnergy (FE) reported full-year 2024 GAAP EPS from continuing operations of $1.70 (net earnings of $978 million) versus $1.96 in 2023, while Operating (non-GAAP) EPS rose to $2.63 from $2.56, within guidance. The gap is driven mainly by $0.93 per share of special items, including a $0.27 asset retirement obligation regulatory change and $0.14 of strategic transaction charges. Management is shifting its headline earnings metric to Core (non-GAAP) EPS, which excludes the Signal Peak coal mine investment and net pension/OPEB credits. Core EPS was $2.37 in 2024, up 8% from $2.20, and the company introduced 2025 Core EPS guidance of $2.40-$2.60 (midpoint implying about 5.5% growth) with a targeted 6-8% Core EPS CAGR through 2029. The longer-term story is capital investment. FirstEnergy expanded its Energize365 program to a $28 billion base plan for 2025-2029, an 8% increase over the prior five-year plan, supporting a targeted 9% rate base CAGR. Management states the base plan requires no equity beyond employee benefit programs, and about 75% of planned investment is recovered through formula rates, which reduces regulatory lag. Credit metrics are a stated priority, with a targeted FFO/Debt of about 14% and a commitment to a BBB profile. The company also cited regulatory risks, including a removal of the Ohio DCR cap increases, a 50 bps reduction in ATSI's ROE, higher financing costs (10-year Treasury up about 100 bps since October 2024), and elevated O&M. For investors, the key takeaways are the reset to Core EPS as the reporting basis, a sizable capital plan funded without new equity in the base case, and 2025 guidance that reflects higher interest costs and regulatory headwinds. Investors should weigh the non-GAAP framing against GAAP results, which remain volatile due to pension mark-to-market and special items. Forward-looking statements, including guidance and growth targets, carry material risk and are subject to the factors described in the filing.

Feb 26, 2025 8-K

FirstEnergy 8-K Report, Regulation FD Disclosure (Dec 18, 2024)

FirstEnergy Corp. (NYSE: FE) disclosed in a Form 8-K filed December 18, 2024 that its Board of Directors has elected President and CEO Brian X. Tierney to the additional role of Chair of the Board, effective January 1, 2025. Tierney succeeds John W. Somerhalder II, who had served as non-independent Chair since May 2022 and will remain on the Board as a director. Lisa Winston Hicks continues as Lead Independent Director. The combined CEO and Chair structure is a governance change that consolidates executive and board leadership under one individual. The Board framed the change as a means to position the company to deliver secure and reliable energy through execution of its Energize365 transmission and distribution capital investment program. Tierney, who has been CEO since June 1, 2023, previously served as CFO of American Electric Power and as an executive at Blackstone Infrastructure Partners. The announcement does not include new financial guidance, earnings figures, or changes to capital plans, so its direct financial impact is limited to governance structure. For investors, the key considerations are the governance tradeoff of a combined CEO/Chair role, mitigated by the continued presence of a Lead Independent Director, and the company's ongoing exposure to HB 6-related government investigations and the Deferred Prosecution Agreement referenced in the forward-looking statements. The filing itself is a routine Regulation FD disclosure furnished rather than filed under Section 18 of the Exchange Act.

Dec 18, 2024 8-K

FirstEnergy 8-K Report, Regulation FD Disclosure (Nov 8, 2024)

FirstEnergy (FE) furnished an 8-K on November 8, 2024 attaching its 2024 EEI Financial Conference presentation, which senior management will deliver beginning November 10, 2024. The filing is a Regulation FD disclosure with no new financial results, so the substance lies in the slide deck's updated strategy and regulatory outlook. The headline is a $26B five-year (2024-2028) Energize365 transmission and distribution plan, a 44% increase over the prior five-year plan, which management says drives roughly 9% average annual rate base growth. About 75% of planned investment sits in formula-rate programs, and management targets 6-8% long-term annual operating EPS growth, 14-15% FFO/Debt, and no incremental equity beyond the planning period. The company also cites roughly $7B of equity issued since late 2021 and nearly $450M of annual base-rate revenue increases from four recent constructive outcomes. The main regulatory uncertainty is in Ohio. FE filed on October 29, 2024 to withdraw its ESP V, which would revert Ohio utilities to ESP IV, and plans to file an updated base rate case and a new ESP VI by early 2025, with effective dates anticipated in early 2026. Pennsylvania's base rate case settlement, with a $225M net revenue adjustment, is expected to receive a final PAPUC order in December 2024. Management also highlights growing large-load demand from data centers, with over 7 GW of projected demand through 2033, of which over 2 GW is under agreement. The company's transmission joint-development agreement with AEP and Dominion, with a $3.8B total solution (FE share $1.3B), is expected to see project approvals in late February 2025. For investors, the story is a rate-base growth plan that is largely formula-based and lower risk, offset by Ohio regulatory execution risk and the still-unresolved HB 6 investigations referenced in the forward-looking statements. The company presents a 10-12%+ total shareholder return target, combining EPS growth with a dividend yield above 4%. These are management projections and are subject to the risks described in the filing.

Nov 8, 2024 8-K

Regulation FDOther EventsExhibits & Filings

FirstEnergy 8-K Report, Financial Results (Oct 29, 2024)

FirstEnergy (FE) reported third-quarter 2024 GAAP earnings from continuing operations of $0.73 per share ($419 million) and operating (non-GAAP) earnings of $0.85 per share, within its guidance range but down from $0.88 in 3Q23. Revenue rose to $3.7 billion. The quarter's GAAP-to-operating gap of $0.12 was driven mainly by FE Forward cost-to-achieve charges ($0.08) and investigation-related costs ($0.03). Year-to-date operating EPS of $1.96 was modestly above the prior-year $1.94, while GAAP EPS fell to $1.25 from $1.66, largely due to the $0.28 asset retirement obligation regulatory change and debt-related and strategic transaction costs. Management narrowed full-year 2024 operating EPS guidance to $2.61–$2.71 from $2.61–$2.81, mainly reflecting mild weather, lower Ohio distribution revenues under the ESP V order, and higher third-quarter storm restoration costs, partly offset by lower operating expenses. The company raised its 2024 capital plan by $300 million to $4.6 billion (about 24% above 2023) and affirmed its 6–8% long-term operating EPS growth target and its roughly $26 billion 2024–2028 Energize365 program with about 9% average rate base growth. The company also withdrew from its Ohio ESP V, reverting to ESP IV, and reached a constructive Pennsylvania base rate case settlement with a $225 million revenue adjustment, effective January 2025 pending commission approval. Credit and financing momentum was positive: Fitch upgraded FE Corp. to BBB, the company has received 40 notches of upgrades across the three agencies this year, and it has about $6 billion of liquidity. Management also highlighted growing data center and large-load demand, with 500MW+ load study requests more than tripling versus 2023, and a pending transmission joint development agreement with AEP and Dominion expected to yield project approvals in late February 2025. Investors should weigh the strong regulated growth outlook against recurring storm, legal investigation, and rate-case risks.

Oct 29, 2024 8-K

FirstEnergy 8-K Report, Regulation FD Disclosure (Sep 12, 2024)

FirstEnergy Corp. (NYSE: FE) disclosed on September 12, 2024 that it has resolved its previously disclosed SEC investigation through a settlement order. Under the order, FirstEnergy agreed to pay a $100 million civil penalty and to cease and desist from violating specified provisions of the federal securities laws, including Securities Act Section 17(a), Exchange Act Sections 10(b), 13(a), and 13(b)(2)(A)-(B), and related rules. The company had already recognized a loss contingency for the full $100 million in the second quarter of 2024, so the resolution should not introduce a new charge beyond what was previously reserved. The payment is due within 14 days of entry of the order. The settlement order itself is significant beyond the dollar amount. It finds that FirstEnergy participated in a multi-year scheme, from 2017 to 2020, in which roughly $60 million was paid to Generation Now, a 501(c)(4) group controlled by then-Ohio House Speaker Larry Householder, in exchange for official action supporting House Bill 6. The order also finds that FirstEnergy made misleading statements to investors in July 2020 about its role, failed to disclose a related-party transaction involving Partners for Progress in its 2019 10-K, and had deficient internal accounting controls. The order credits the company's cooperation and remedial measures, including terminating former CEO Charles Jones and overhauling its compliance program, and it notes that the penalty was not increased because of that cooperation. For investors, the key points are that the SEC matter is now closed, the financial cost was already reserved, and the order contains a Penalty Offset provision. That provision bars FirstEnergy from using the $100 million penalty to reduce damages in related private investor lawsuits, and it requires the company to pay any offset a court grants. The order's findings also bear on the ongoing shareholder litigation and on the company's broader legal exposure from the HB 6 matter, which the filing's forward-looking statements continue to flag as a risk.

Sep 12, 2024 8-K

Regulation FDOther EventsExhibits & Filings

FirstEnergy 8-K Report, Regulation FD Disclosure (Aug 13, 2024)

On August 13, 2024, FirstEnergy Corp. (FE) disclosed that it entered into an agreement effective August 12, 2024 with the Office of the Ohio Attorney General (OAG) and the Office of the Summit County Prosecutor that resolves, as to the Company, both the Ohio Organized Crime Investigations Commission (OOCIC) investigation and the OAG civil lawsuit tied to Ohio House Bill 6 (HB 6). Under the agreement, FirstEnergy will pay a $19.5 million settlement to the OAG within five business days, plus a $500,000 set-aside for remediation, for a total of $20 million. The Company had already recorded a $19.5 million loss contingency in the second quarter of 2024, so the payment should not create a new charge beyond what was previously reported. The agreement is largely a resolution of state-level criminal and civil exposure. The State of Ohio has agreed not to criminally prosecute the Company for conduct described in the federal Deferred Prosecution Agreement's Statement of Facts, and the OAG will dismiss its claims against the Company with prejudice once payment is made. The agreement does not cover current investigations of former executives, and claims against other defendants in the lawsuit (including FirstEnergy Solutions and Energy Harbor) remain outstanding. The Company must also continue cooperating with the State for a term of two years or until related investigations conclude, whichever is later, and must retain an independent ethics and compliance consultant, with a nine-month review period that can be extended by up to three months. For investors, the financial impact is modest and already reflected in results, while the main value of the resolution is reduced legal overhang from HB 6 at the state level. Residual risks include the ongoing cooperation obligations, the consultant's findings, potential exposure from individual executive proceedings, and continuing federal DPA compliance and derivative lawsuit matters, all of which are identified as forward-looking risk factors in the filing.

Aug 13, 2024 8-K

FirstEnergy 8-K Report, Financial Results (Jul 30, 2024)

FirstEnergy (FE) reported second quarter 2024 results on July 30, 2024, with GAAP earnings of $45 million, or $0.08 per share, on revenue of $3.3 billion, compared with $0.41 per share in 2Q23. Operating (non-GAAP) EPS was $0.56, $0.01 above the midpoint of guidance and up 19% from $0.47 a year earlier. The GAAP-to-operating gap of $0.48 per share was driven mainly by a $0.28 asset retirement obligation (ARO) regulatory change tied to environmental remediation at retired generation sites, $0.12 of debt redemption costs, and $0.04 of investigation-related costs. Operating growth came from rate base growth in formula rate programs, base rate adjustments and higher distribution demand, partly offset by higher planned operating expenses and financing costs. Management affirmed full-year 2024 operating EPS guidance of $2.61 to $2.81 and a 6% to 8% long-term annual operating EPS growth target. It guided third quarter operating EPS to $0.85 to $0.95. The company also highlighted a refreshed $26 billion five-year Energize365 capital plan (2024-2028) that it says drives roughly 9% average annual rate base growth and requires no incremental equity beyond employee benefit funding. Final proceeds of $1.2 billion from the $3.5 billion FET LLC (Brookfield) 30% interest sale were received in July, and the company's ratings are investment grade at all three agencies, with positive outlooks at S&P and Fitch. The filing also notes progress on legacy issues. FirstEnergy reached an agreement in principle with SEC staff, subject to SEC approval, and recorded a $100 million reserve in 2Q24. It also recorded a $19.5 million reserve tied to the Ohio AG and OOCIC matters, which are expected to resolve via a non-prosecution agreement and dismissal of the Ohio AG civil suit. The U.S. Attorney's Office reported that the company completed its three-year Deferred Prosecution Agreement obligations. Pending Ohio and New Jersey rate cases, including a $502 million Pennsylvania request and the New Jersey filing, remain key near-term catalysts.

Jul 30, 2024 8-K

Regulation FD

FirstEnergy 8-K Report, Regulation FD Disclosure (Jul 22, 2024)

FirstEnergy Corp. (FE) disclosed in this Form 8-K, furnished under Regulation FD, that the U.S. Attorney's Office for the Southern District of Ohio (USAO) has filed a status report confirming the company has successfully completed the core obligations of its three-year Deferred Prosecution Agreement (DPA), entered July 21, 2021 in connection with the Ohio House Bill 6 (HB 6) investigation. The USAO credited FirstEnergy with remedial measures and a compliance and ethics program designed to detect and prevent violations of U.S. law. Certain reporting obligations (Attachment C) and paragraphs 5(B), (C), (E) and (F) of the DPA will end by August 21, 2024. The DPA is not fully terminated. FirstEnergy remains bound by continuing obligations: cooperation with the USAO in related investigations, criminal prosecution and civil proceedings; quarterly publication of payments to 501(c)(4) entities or entities operating for the benefit of public officials; refraining from statements contradicting its acceptance of responsibility; and notifying the USAO of any change in corporate form. The criminal information will be dismissed only after related matters conclude and the remaining obligations are satisfied. The USAO also plans another status report by February 1, 2025. For investors, the filing is a favorable procedural development that reduces ongoing compliance burden and moves the HB 6 matter closer to resolution. It does not, however, resolve the underlying related investigations or civil proceedings, including derivative shareholder litigation referenced in the forward-looking statements, so residual legal and reputational risk remains. The $230 million criminal penalty paid in 2021 was not recoverable from customers, and the filing contains no new financial charges or guidance changes.

Jul 22, 2024 8-K

Regulation FD

FirstEnergy 8-K Report, Regulation FD Disclosure (Jun 4, 2024)

FirstEnergy (FE) filed this 8-K under Regulation FD to disclose that senior management is beginning a series of investor presentations on June 4, 2024. The substantive content is the June 2024 Investor Meetings Handout (Exhibit 99.1), which is furnished rather than filed, so it is not incorporated into other SEC filings. The deck is essentially a strategic reset pitch: FirstEnergy is positioning itself as a 'different company' after governance and regulatory turmoil tied to Ohio House Bill 6, emphasizing a strengthened balance sheet, a new leadership team, and a fully regulated, mostly wires-focused business. The key financial framework is a 2024-2028 plan with capital expenditures rising from $4.3B in 2024 to $6.2B in 2028 (about $26B over the period, up 44% from the prior plan), roughly 75% of which is under formula rate recovery. Management projects average annual rate base growth of about 9% (from $29B in 2024 to $41B in 2028, including the Brookfield-owned share of FET), long-term operating EPS growth of 6-8%, a 60-70% dividend payout ratio, and no incremental equity needs through 2028 beyond employee benefit programs of up to about $100M annually. Credit metrics are a central theme: all three rating agencies now rate FirstEnergy investment grade, and management targets FFO/Debt of 14-15%. The balance sheet improvement rests heavily on asset sales. The $3.5B sale of a 30% interest in FET to Brookfield closed in March 2024, with $2.3B received and $1.2B expected later in 2024. Investors should weigh the strength of the growth story against the regulatory exposure still pending in Ohio, Pennsylvania, and New Jersey, the continuing government investigations and litigation related to HB 6, and the forward-looking risk factors listed in the filing.

Jun 4, 2024 8-K

Shareholder Matters

FirstEnergy 8-K Report, Shareholder Vote Results (May 23, 2024)

FirstEnergy Corp. (FE) filed an 8-K on May 23, 2024, detailing the results of its Annual Meeting of Shareholders held on May 22, 2024. The meeting saw the overwhelming approval of all director nominees for a term expiring in 2025, indicating shareholder confidence in the current board leadership. Furthermore, shareholders ratified the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for fiscal year 2024 and approved, on an advisory basis, the compensation of named executive officers. These outcomes suggest a general alignment between management's decisions and shareholder sentiment on corporate governance and financial oversight. However, the meeting also highlighted areas of shareholder concern, as several key shareholder proposals did not pass. Specifically, proposals related to integrating climate-related measures into compensation plans, amending the company's clawback policy, and reporting on financial statement assumptions and climate change were all voted down. This indicates a divergence between the company's current strategic approach and the desires of a segment of its shareholder base regarding environmental, social, and governance (ESG) factors and executive accountability mechanisms.

May 23, 2024 8-K

FirstEnergy 8-K Report, Financial Results (Apr 25, 2024)

FirstEnergy (FE) reported first quarter 2024 GAAP earnings of $253 million, or $0.44 per basic and diluted share, on revenue of $3.3 billion, compared with $0.51 per share in 1Q 2023. Operating (non-GAAP) EPS was $0.55, down from $0.60 a year earlier but $0.02 above the midpoint of the company's guidance. The decline was driven mainly by higher planned operating expenses and financing costs, partially offset by new base rates in Maryland, New Jersey and West Virginia, distribution and transmission rate base growth, and somewhat better weather-related demand. Special items of $0.11 per share, mainly strategic transaction charges of $0.08 tied to the FET interest sales, account for the gap between GAAP and operating results. The company guided to second quarter 2024 operating EPS of $0.50 to $0.60 (GAAP earnings of $290 million to $345 million), reaffirmed its full-year 2024 operating EPS guidance of $2.61 to $2.81, and reaffirmed its 6% to 8% long-term annual operating EPS growth target. Management highlighted a $3.5 billion sale of a 30% interest in FirstEnergy Transmission (FET), of which $2.3 billion has closed and been deployed to reduce debt, with the remaining $1.2 billion expected later in 2024. The company also announced upgrades from Moody's (to Baa3) and S&P, which brings FE Corp. and all subsidiaries to investment grade at all three major rating agencies. For investors, the key takeaways are a materially stronger balance sheet, a $26 billion five-year Energize365 capital plan that management says requires no incremental equity beyond employee benefit programs, and a pipeline of pending rate cases in Pennsylvania and Ohio. Ongoing government investigations and HB 6-related litigation remain the principal risks. Earnings were not weather-normalized, and the 2024 results are heavily dependent on the timing of rate case outcomes.

Apr 25, 2024 8-K/A

Material AgreementsRegulation FDExhibits & Filings

FirstEnergy 8-K/A Report, Executive Changes (Mar 25, 2024)

FirstEnergy Corp. (FE) has filed an 8-K report on March 25, 2024, to announce a change in its Board of Directors' committee assignments. Effective March 20, 2024, Ms. Boyd has been appointed as a member to the Audit Committee, the Compensation Committee, and the Governance, Corporate Responsibility and Political Oversight Committee. This filing is a routine update regarding board composition and does not introduce new financial performance information or strategic shifts. Investors should note that this announcement primarily concerns corporate governance. The company also reiterated its standard forward-looking statements, highlighting that actual results could differ materially from management's expectations due to various risks and uncertainties. These risks include ongoing government investigations, legislative and regulatory developments, economic conditions, and operational challenges. The report serves as an informational disclosure on board-level changes.

Mar 25, 2024 8-K

FirstEnergy 8-K Report, Material Agreement (Mar 25, 2024)

On March 25, 2024, FirstEnergy Corp. (NYSE: FE) closed the sale of an incremental 30% equity interest in its FirstEnergy Transmission, LLC (FET) subsidiary to Brookfield Super-Core Infrastructure Partners for $3.5 billion. Brookfield's stake rises from 19.9% to 49.9%, while FirstEnergy retains 50.1% and majority control. Of the purchase price, $2.3 billion was received in cash at closing and $1.2 billion was paid via two interest-bearing promissory notes issued by NATFinCo: $750 million at 5.75% maturing September 25, 2025, and $450 million at 7.75% maturing December 31, 2024. Brookfield Corporation guarantees the full amount of the notes, and the company expects them to be repaid by the end of 2024. The transaction materially strengthens FirstEnergy's balance sheet and funds part of its five-year, $26 billion Energize365 grid investment program. Management says the combined strategic equity financings in FET total roughly $7 billion, equivalent to $87 per share, or 36x trailing 12-month earnings since late 2021. However, the new Fourth LLC Agreement gives Brookfield substantial governance rights: two of five FET board seats while it holds at least 19.8%, and a broad list of consent rights (including budgets, capital overruns, debt incurrence, material litigation, and reorganizations) once its stake is at least 30%. Investors should weigh the cash infusion and deleveraging benefit against reduced control over transmission operations and the ongoing risks tied to the government investigations and HB 6 matters described in the forward-looking statements.

Mar 25, 2024 8-K

FirstEnergy 8-K Report, Executive Changes (Feb 16, 2024)

FirstEnergy Corp. announced a change to its Board of Directors, appointing Heidi Boyd as a new director effective February 16, 2024. This appointment fulfills a commitment under a Common Stock Purchase Agreement with Blackstone Infrastructure Partners L.P., following the resignation of Blackstone's previous nominee. Ms. Boyd brings extensive experience in infrastructure investments, particularly within the utilities and transportation sectors, and holds significant roles at Blackstone, Inc. and other companies. Notably, Ms. Boyd will not receive compensation for her board service, reflecting the arrangement with Blackstone. Her committee assignments are yet to be determined and will be disclosed in an amendment to this filing. The company also entered into a standard Director and Officer Indemnification Agreement with Ms. Boyd. This appointment is a direct result of a prior agreement and suggests continued engagement with a key financial stakeholder.

Feb 16, 2024 8-K

FirstEnergy 8-K Report, Financial Results (Feb 8, 2024)

FirstEnergy (FE) reported full-year 2023 GAAP earnings from continuing operations of $1.123 billion, or $1.96 per share, versus $0.71 in 2022, and Operating (non-GAAP) EPS of $2.56, above the midpoint of guidance and up from $2.41. Fourth-quarter GAAP EPS was $0.30 and Operating EPS was $0.62, within the upper half of the $0.55-$0.65 guidance range. Results were weighed down by mild weather (roughly $0.28 per share year over year on a full-year basis) and a lower pension credit, offset by lower operating expenses, rate case and formula-rate investment growth, and a lower effective tax rate. Note that the 2023 GAAP figure includes roughly $0.60 per share of special items, including strategic transaction, enhanced retirement, and investigation-related costs. Management issued 2024 Operating EPS guidance of $2.61 to $2.81 (about 7% growth over the 2023 guidance midpoint) and first-quarter 2024 guidance of $0.48 to $0.58. The company affirmed a 6% to 8% long-term annual Operating EPS growth target and introduced Energize365, a $26 billion capital plan for 2024-2028 that lifts the rate base from $29 billion in 2024 to $41 billion in 2028 (about 9% annual growth). Management states no incremental common equity is needed through the plan period, beyond employee benefit programs of up to about $100 million per year. Dividend guidance calls for four $0.425 quarterly dividends in 2024 ($1.70 annualized, subject to board approval), a 6.25% increase. The key balance sheet item is the pending sale of a 30% interest in FirstEnergy Transmission, LLC to Brookfield for about $3.5 billion, expected to close in early 2024. Management expects the proceeds to support credit metrics, with an FFO/Debt target of 14% to 15%, and the company has a Moody's review for upgrade. The filing is furnished under Items 2.02 and 7.01, so the Exhibit 99 materials are not deemed filed for Exchange Act purposes. Investors should weigh guidance and long-term targets against the ongoing government investigations related to HB 6 and the company's DPA compliance risk.

Feb 8, 2024 8-K

Leadership ChangesRegulation FDExhibits & Filings

FirstEnergy 8-K Report, Executive Changes (Dec 11, 2023)

FirstEnergy Corp. (FE) filed an 8-K on December 11, 2023, reporting the resignation of a director, Andrew Teno. This resignation was a pre-determined event, mandated by a Director Appointment and Nomination Agreement linked to the Icahn Group's share ownership. Specifically, Mr. Teno was obligated to resign once the Icahn Group and its affiliates no longer held a Net Long Position of at least 1.5% of FirstEnergy's outstanding common stock, a condition that was met as of December 8, 2023. The company explicitly stated that Mr. Teno's departure is not a result of any disagreements with the company's operations, policies, or practices. This information is significant for investors as it clarifies a change in board composition that was pre-planned and does not indicate internal conflict. The filing also includes standard forward-looking statements and risk factors that investors should consider when evaluating the company's future performance and potential challenges.

Dec 11, 2023 8-K

FirstEnergy 8-K Report, Executive Changes (Nov 21, 2023)

FirstEnergy (FE) filed an 8-K on November 21, 2023 announcing two senior executive appointments as part of a broader leadership transformation. Toby L. Thomas, currently Senior Vice President, Energy Delivery at American Electric Power, was appointed Chief Operating Officer effective November 30, 2023, and will oversee a broad range of transmission and distribution functions, including planning, engineering, construction, system operations, and safety, with the Customer Experience group also reporting to him. A. Wade Smith, currently COO of Puget Sound Energy, was named President, FirstEnergy Utilities effective December 18, 2023, overseeing the Ohio, Pennsylvania, New Jersey and combined West Virginia/Maryland state businesses, the stand-alone transmission companies, and the Rates & Regulatory Affairs and External Affairs groups. For investors, the filing is primarily a governance and execution-focused disclosure rather than a financial one. The company framed the appointments as the first in a series of senior roles to be filled under a new business structure that shifts decision-making and accountability closer to customers, with state presidents reporting into Smith. The filing contains no earnings, guidance, or capital plan updates. The main investor takeaway is that FirstEnergy is rebuilding its operating leadership, which management views as necessary to improve execution on reliability, customer experience, and grid investment. Compensation for both executives is substantial and includes large make-whole awards (a $250,000 hiring bonus and a $300,000 restricted stock award for Thomas; a $1.5 million hiring bonus and a $3.46 million restricted stock award for Smith) intended to offset forfeited AEP and PSE compensation. Ongoing pay is also significant, with Smith's base salary set at $760,000 and a 250% long-term incentive target, versus Thomas's $600,000 base and 215% target. The filing also notes that the company has ongoing government investigations and litigation related to Ohio House Bill 6, which the forward-looking statements reference, so leadership stability and execution in that context remain relevant risk factors.

Nov 21, 2023 8-K

FirstEnergy 8-K Report, Financial Results (Oct 26, 2023)

FirstEnergy (FE) reported third-quarter 2023 GAAP earnings from continuing operations of $421 million, or $0.74 per basic share, versus $0.58 a year earlier, and operating (non-GAAP) EPS of $0.88 versus $0.79. Operating EPS landed at the upper end of the company's $0.80–$0.90 guidance range for the quarter, despite mild temperatures that reduced Regulated Distribution earnings by about $0.06 per share. Lower operating expenses, continued rate-base growth in regulated businesses, stronger weather-adjusted sales, and discrete tax benefits from expected use of state NOL carryforwards offset weather, lower pension credits, and higher financing costs tied to the capital program. Management narrowed full-year 2023 operating EPS guidance to $2.49–$2.59 from $2.44–$2.64, and guided fourth-quarter 2023 operating EPS to $0.55–$0.65. The company raised its 2023 capital investment plan to about $3.7 billion from $3.4 billion and affirmed a 6–8% long-term annual operating EPS growth target. Management also cited expected receipt of roughly $3.5 billion of proceeds from the FirstEnergy Transmission 30% minority interest sale in 2024, which it plans to use for paying down high-cost revolver borrowings and reducing holding-company debt. For investors, the key items are the narrowed guidance, the capital plan increase, the planned use of sale proceeds to strengthen the balance sheet, and the regulatory calendar. Maryland approved a distribution rate increase of $28 million effective October 19, 2023, and the Pennsylvania legal entity consolidation received a favorable ALJ recommendation. Operating results still exclude substantial special items, including employee retirement costs, investigation-related costs tied to the Ohio HB 6 matters, and FE Forward transformation costs, so GAAP and operating results should be read together.

Oct 26, 2023 8-K

Leadership ChangesShareholder MattersExhibits & Filings

FirstEnergy 8-K Report, Financial Results (Aug 1, 2023)

FirstEnergy (FE) reported second quarter 2023 GAAP earnings of $235 million, or $0.41 per share, and operating (non-GAAP) earnings of $0.47 per share, at the upper end of its $0.40–$0.50 guidance range. Operating EPS was down from $0.53 in 2Q22, mainly because of weather: cooling degree days ran 40% below normal and distribution deliveries fell 4.9% year over year. Regulated Transmission benefited from the Energizing the Future program, with rate base up 8.2%. For the first half, operating EPS was $1.06 versus $1.12 a year earlier, with weather costing $0.18 per share. Management reaffirmed full-year 2023 operating EPS guidance of $2.44–$2.64 on 574 million shares, and gave third-quarter guidance of $0.80–$0.90 per share ($455–$515 million). It also reaffirmed a 6–8% long-term annual operating EPS growth target and said it expects to resume dividend growth in 4Q23, subject to Board approval. Balance sheet actions included a $750 million voluntary pension contribution, a $1.5 billion 4% convertible note issued in May 2023 as a bridge to the expected $3.5 billion FET 30% interest sale proceeds, and a plan to use net proceeds to reduce high-cost debt and revolver borrowings. The company says all utilities and transmission companies are investment grade, though FE Corp holding company ratings remain below investment grade at BB+/Ba1/BBB-. The main investor watch items are continued mild weather, the regulatory calendar (including the Ohio ESP V, New Jersey and Maryland base rate cases, and the Pennsylvania legal entity consolidation), progress on the FET 30% stake sale, and the outcome of the HB 6 investigations and related litigation. These HB 6 and government investigation matters, along with the July 2021 Deferred Prosecution Agreement, remain the principal sources of legal and reputational risk.

Aug 1, 2023 8-K

FirstEnergy 8-K Report, Executive Changes (May 24, 2023)

FirstEnergy Corp. (FE) filed an 8-K on May 24, 2023 covering its 2023 annual shareholder meeting and a leadership transition. Brian X. Tierney, former Blackstone Senior Managing Director and former AEP CFO, was appointed to the Board effective June 1, 2023, the same date he becomes President and CEO, replacing interim CEO John W. Somerhalder II, who remains Board Chair. Tierney will receive no additional director compensation and is expected to sign the company's standard director and officer indemnification agreement before June 1. Shareholders re-elected all ten director nominees to one-year terms, ratified PricewaterhouseCoopers as auditor, and approved the say-on-pay advisory vote. Shareholders chose annual say-on-pay votes going forward. They also approved a management proposal to lower the share threshold required to call a special meeting. Two shareholder proposals failed: one on executive termination pay (about 29.1M for vs. 446.7M against) and one requesting a new board committee on decarbonization risk (about 6.9M for vs. 466.6M against). Jesse A. Lynn, general counsel of Icahn Enterprises, did not stand for re-election, citing a desire to reduce board commitments rather than any disagreement with company operations or policies. The filing is largely governance and leadership news; it contains no new financial results, guidance, or capital plan changes. Investors should focus on the new CEO's execution of the FE Forward strategy and the ongoing HB 6 government investigations referenced in the forward-looking statements.

May 24, 2023 8-K

Material AgreementsFinancial EventsSecurities & Listing+1

FirstEnergy 8-K Report, Material Agreement (May 4, 2023)

FirstEnergy Corp. (FE) announced the completion of a $1.5 billion offering of 4.00% Convertible Senior Notes due 2026. The net proceeds are approximately $1.48 billion, which the company intends to use for refinancing existing debt, funding its qualified pension plan, and for general corporate purposes. This move diversifies the company's funding sources and addresses its capital structure. The notes are unsecured and mature in May 2026, bearing a fixed interest rate of 4.00% payable semi-annually. Notably, the notes are convertible under specific conditions prior to February 2026, and at the holder's option thereafter. The initial conversion rate is set at 21.3620 shares per $1,000 principal amount, implying a conversion price of approximately $46.81 per share, which represents a premium to the stock price on May 1, 2023. This structure allows for potential equity dilution if the stock price rises significantly, while providing a fixed-income instrument in the interim.

May 4, 2023 8-K

Other Events

FirstEnergy 8-K Report, Corporate Update (May 2, 2023)

FirstEnergy Corp. (FE) announced the pricing of a $1.3 billion offering of 4.00% convertible senior notes due 2026 in a private placement. The company also has an option to issue an additional $200 million in notes. The offering is expected to close on May 4, 2023, with net proceeds anticipated to be around $1.28 billion (or $1.48 billion if the full option is exercised). These proceeds are earmarked for refinancing existing debt, funding the company's qualified pension plan, and general corporate purposes. The notes are unsecured, will mature in 2026, and carry a 4.00% annual interest rate. This move signals FirstEnergy's strategy to manage its debt and pension obligations while potentially offering investors an opportunity tied to the company's stock performance.

May 2, 2023 8-K

Other EventsExhibits & Filings

FirstEnergy 8-K Report, Corporate Update (May 1, 2023)

FirstEnergy Corp. (NYSE: FE) disclosed on May 1, 2023 that it intends to offer, subject to market conditions, $1.0 billion of convertible senior notes due 2026 in a Rule 144A private placement to qualified institutional buyers, with initial purchasers holding an option for up to an additional $150 million within 13 days of issuance. Management says net proceeds will be used to refinance existing indebtedness, fund its qualified pension plan, and for general corporate purposes, with broad management discretion over allocation. The notes will be unsecured, unsubordinated obligations; conversions will be settled with cash up to principal, with the excess settled in cash, shares, or a combination at the company's election. Interest rate, conversion rate, and other terms will be set at pricing. The filing also incorporates six 2023 amendments, entered April 27, 2023, to credit facilities originally dated October 18, 2021, covering the parent and FirstEnergy Transmission, LLC, the utility subsidiaries (Cleveland Electric, Ohio Edison, Toledo Edison, Met-Ed, Penn Power, Penelec, West Penn, JCP&L, Mon Power, Potomac Edison), and transmission subsidiaries (ATSI, MAIT, Trans-Allegheny). Each is styled as an Amendment No. 1 and, in most cases, a Consent and Limited Waiver, which typically signals that lenders agreed to waive or modify covenant or reporting terms rather than a pure expansion of capacity. The filing does not disclose the specific terms of these waivers, so the exact nature of the relief should be confirmed in the exhibits and the Q1 2023 10-Q. For investors, the key items are the size of the planned financing relative to the company's balance sheet, the dilution optionality embedded in the convertible structure, and the credit-facility waivers, which may be read as a signal of recent covenant pressure. The offering is not yet priced, and the forward-looking statements caution that terms, closing, and use of proceeds could change with market conditions.

May 1, 2023 8-K

Leadership ChangesRegulation FDExhibits & Filings

FirstEnergy 8-K Report, Financial Results (Apr 27, 2023)

FirstEnergy (FE) reported first quarter 2023 GAAP earnings of $0.51 per share ($292 million) on revenue of $3.2 billion, and operating (non-GAAP) earnings of $0.60 per share, in line with the company's guidance range of $0.56-$0.66 and flat year over year. Results were held back by unusually mild winter weather, which reduced usage by roughly $0.12 per share (heating degree days were 18% below the prior year and 19% below normal), and by lower pension credits. These were offset by investment-driven growth in regulated transmission and distribution, lower operating expenses, higher Signal Peak equity income, and lower holding company interest expense. Special items totaled $0.09 per share, mainly FE Forward transformation costs ($0.05) and government investigation costs ($0.03). The key forward-looking updates are the new guidance and the reaffirmations. FirstEnergy raised its full-year 2023 GAAP EPS forecast to $2.35-$2.55 (from a range that now reflects the special items), while affirming its operating EPS guidance of $2.44-$2.64. It guided second-quarter 2023 operating EPS of $0.40-$0.50 and reaffirmed its 6-8% long-term annual operating EPS growth target and its 14-15% FFO/Debt target. Management also noted that the Brian Tierney appointment as president and CEO takes effect June 1, 2023, and that the company plans to file for approval of the 30% FirstEnergy Transmission interest sale to Brookfield by May 5, 2023. For investors, the quarter was a steady start rather than a breakout. Core regulated growth remains intact, with transmission investment up 60% year over year, but the outcome depends on weather normalization, the pending FET sale and balance sheet deleveraging, and the ongoing HB 6 government investigations. Investors should also watch the Signal Peak contribution, which management expects to be less than 15% of 2023 operating EPS guidance midpoint.

Apr 27, 2023 8-K

FirstEnergy 8-K Report, Executive Changes (Mar 27, 2023)

FirstEnergy Corp. (FE) announced on March 27, 2023 that its Board of Directors appointed Brian X. Tierney as President and Chief Executive Officer, effective June 1, 2023. Tierney, 55, currently serves as Senior Managing Director and Global Head of Infrastructure Operations and Asset Management at Blackstone. He previously spent 23 years at American Electric Power (AEP), including more than 11 years as CFO (2009-2020) and most recently as Executive Vice President of Strategy. The appointment ends the interim tenure of John W. Somerhalder II, who will step down as Interim President and CEO at the close of May 31, 2023 and remain Chairman of the Board. The filing presents this as a leadership transition aimed at continuing the company's ongoing strategy and operational repositioning, with the board's search committee emphasizing outside expertise. For investors, the most material elements are the leadership continuity signal and the compensation package, which is large and includes significant make-whole awards to offset compensation forfeited at Blackstone. Key pay terms include a $1.5 million base salary, a 150% short-term incentive target, a 683% long-term incentive target starting in 2024, a $1.5 million hiring bonus subject to repayment conditions before June 1, 2024, a $5 million four-year service-based restricted stock award, and pro-rated performance-share awards tied to the 2021-2023, 2022-2024 and 2023-2025 cycles. Performance-based awards generally pay out from 0% to 200% of target, which links pay to results. The filing does not discuss strategy changes, financial results, or the status of the ongoing government investigations related to Ohio House Bill 6. The filing also includes standard forward-looking statement cautions, flagging risks such as the HB 6 investigations, the 2021 Deferred Prosecution Agreement, credit ratings, pension funding, regulatory outcomes, and capital access. Investors should view the transition as a governance and strategic-continuity event rather than a direct financial disclosure, while monitoring how the new CEO approaches the company's capital plan, credit metrics, and legal exposures.

Mar 27, 2023 8-K

Material AgreementsRegulation FDExhibits & Filings

FirstEnergy 8-K Report, Financial Results (Feb 13, 2023)

FirstEnergy (FE) reported fourth-quarter and full-year 2022 results on February 13, 2023. Full-year 2022 GAAP earnings were $406 million, or $0.71 per share, depressed by a roughly $1.23 per share non-cash tax charge tied to the announced sale of an additional 30% stake in FirstEnergy Transmission, LLC (FET). Operating (non-GAAP) earnings were $2.41 per share, above the midpoint of the original guidance range of $2.30 to $2.50. Fourth-quarter GAAP results were a loss of $(0.71) per share, while operating EPS was $0.50 versus $0.41 on an adjusted basis for 4Q 2021. Year-over-year comparability is distorted by accounting policy changes, Ohio rate credits, and equity dilution from the late-2021 equity issuance and the May 2022 FET sale, which together reduced the adjusted 2021 base to $2.15 per share. The forward-looking picture is the main investor focus. FirstEnergy guided 2023 operating EPS to $2.44 to $2.64 and 1Q 2023 to $0.56 to $0.66, and reaffirmed a 6% to 8% long-term annual operating EPS growth target. Management said the 2023 guidance absorbs a roughly $0.38 per share pension headwind. The company also raised its targeted dividend payout ratio to 60% to 70% of operating earnings from 55% to 65%, and expects to resume dividend growth for dividends payable later in 2023. Separately, FE announced an agreement to sell an additional 30% of FET to Brookfield Super-Core Infrastructure Partners for $3.5 billion, with $1.75 billion due at closing and a $1.75 billion vendor takeback note due within 18 months, targeting a 1Q 2024 closing subject to regulatory approvals. Management expects the transaction to be accretive and to support its 14% to 15% FFO/Debt target and a BBB-area credit profile. Investors should weigh continuing risks from the government investigations and the Deferred Prosecution Agreement tied to Ohio House Bill 6, pending HB 6-related proceedings, a CEO search (John Somerhalder II is serving as interim president and CEO), and the sizable regulatory calendar, including an Ohio base rate case and an ESP V filing. S&P changed its outlook to positive in early February 2023, while Moody's still rates FE Corp. at Ba1. The filing furnishes results and the FactBook under Items 2.02 and 7.01 and states that these are not deemed filed for Section 18 purposes.

Feb 13, 2023 8-K

FirstEnergy 8-K Report, Material Agreement (Feb 3, 2023)

FirstEnergy (FE) disclosed on February 2, 2023 that it signed a Purchase and Sale Agreement with North American Transmission Company II L.P., a Brookfield Super-Core Infrastructure Partners vehicle, to sell an incremental 30% equity interest in FirstEnergy Transmission, LLC (FET) for $3.5 billion. Brookfield's stake rises from 19.9% to 49.9%, and FirstEnergy keeps 50.1% and remains majority owner and sole operator. Payment is split between $1.75 billion in cash at closing and a $1.75 billion promissory note (vendor takeback) that Brookfield Corporation fully guarantees. The note is described as due within 18 months in the investor presentation, with a 5.75% coupon. Closing is subject to FERC approval, state commission approvals (the presentation cites PA PUC and VA SCC), and CFIUS review, and is targeted for 1Q 2024 or early 2024. For investors, the deal is primarily a balance-sheet and financing event. Management characterizes the price as equivalent to issuing common equity at about $93 per share (based on LTM P/E of roughly 39x), which it presents as more attractive than the public equity valuation. The company says proceeds will go mainly to debt reduction and that it targets FFO/Debt of 14-15% to support BBB ratings at the parent. Management also raised its 2021-2025 capital plan by nearly $1 billion to about $18 billion and expects rate base growth of roughly 7% annually in 2024 and 2025. Governance rights for Brookfield expand under the new operating agreement, including two of five FET board seats and a broad set of consent rights over budgets, debt, litigation, and acquisitions. The filing also flags a non-cash GAAP charge of about $750 million in 2022 tied to the deferred tax gain on the 2022 19.9% sale. Management expects the transaction to use NOLs and tax credits to shelter most of a roughly $7 billion taxable gain, leaving only about $50 million in cash taxes. Investors should weigh the near-term GAAP hit and the execution risk tied to regulatory timing against the balance-sheet improvement and the continued investment growth the company is funding. This summary is based solely on the 8-K and its exhibits.

Feb 3, 2023 8-K

FirstEnergy 8-K Report, Executive Changes (Jan 19, 2023)

This 8-K filing announces the upcoming retirement of Samuel L. Belcher, Senior Vice President of Operations, effective May 1, 2023. Mr. Belcher's departure marks a leadership transition within the company's operational segment. While the filing does not provide details on the succession plan or potential replacements, investors should monitor future communications for updates on who will assume responsibility for this critical role. The operational segment is a key driver of FirstEnergy's performance, and a smooth transition will be important for continued execution of its business strategy.

Jan 19, 2023 8-K

Leadership ChangesRegulation FDExhibits & Filings

FirstEnergy 8-K Report, Financial Results (Oct 25, 2022)

FirstEnergy (FE) reported third-quarter 2022 GAAP earnings of $0.58 per share ($334 million) and operating (non-GAAP) earnings of $0.79 per share, at the top end of its guidance range, against $0.82 per share (or $0.68 pro forma) in 3Q21. The gap versus the prior-year GAAP figure is driven mainly by $0.21 per share of special items, chiefly $0.16 of regulatory charges. Year-to-date GAAP EPS was $1.42 versus operating EPS of $1.91, with special items of $0.49 per share, including $0.22 of debt-related costs from HoldCo debt redemptions. On an underlying basis, the quarter was supported by investment growth in Regulated Transmission and lower interest expense, offset by accounting policy changes, Ohio rate credits, dilution from equity financing transactions, and higher O&M. The company updated its full-year 2022 GAAP EPS forecast to $2.01 to $2.21, down from the prior range. It affirmed operating EPS guidance of $2.30 to $2.50 and said it expects results in the upper half of that range assuming normal weather. Management also reaffirmed 2022 cash from operations guidance of $2.6 billion to $3.0 billion and long-term operating EPS growth of 6% to 8%. The company remains led by an interim CEO, with a search for a permanent CEO expected to conclude in late 2022 or early 2023. The main investor concern is credit and pension risk. Management said the potential 2023 EPS headwind from pensions rose to about $0.45 per share from $0.30, partly due to market volatility and a lower discount rate. It is committed to a July mitigation plan worth about $0.30 per share. FFO/Debt target is about 13% in 2023, with a path to 14% to 15% if a further minority stake sale closes. Ongoing government investigations and HB6-related proceedings remain the key overhang.

Oct 25, 2022 8-K

FirstEnergy 8-K Report, Executive Changes (Sep 15, 2022)

FirstEnergy Corp. (NYSE: FE) announced on September 15, 2022 that President and CEO Steven E. Strah will retire effective September 16, 2022, and that he has resigned from the Board, reducing its size from twelve to eleven directors. Board Chair John W. Somerhalder II, age 66, will serve as Interim President and CEO effective the same date while retaining his Chair role. The Board will conduct an external search for a permanent CEO. Strah will receive no severance, though he is eligible for retirement benefits including pension and deferred compensation amounts, a prorated 2022 short-term incentive award, performance-based long-term incentive payouts based on actual results, and payout of unused vacation. Somerhalder's interim compensation includes a $1.25 million annual base salary and a short-term incentive target of 125% of salary, capped at 200% of target. The Board also expects to pay him in company stock at $600,000 per month of interim service, based on the average of the monthly high and low closing prices, with payments settled in January and subject to a one-year post-service holding period. Investors should note that this package is substantially richer than a typical interim arrangement in monthly cash-equivalent terms, and that the company's disclosure links the transition to a previously announced management review tied to derivative litigation settlement. For investors, the filing signals leadership continuity through the chair-as-interim-CEO structure but also leadership uncertainty until a permanent successor is named. Management reaffirmed that 2022 results are expected in the upper half of guidance and that the company continues to pursue balance sheet improvement, including an EPS-accretive minority interest transaction in a transmission or distribution asset. The filing's forward-looking statements highlight ongoing risks from the Deferred Prosecution Agreement, Ohio House Bill 6 investigations, related litigation, and credit rating and financing conditions.

Sep 15, 2022 8-K