美国电力美股招股说明书(2025-03-25版)

Filed Pursuant to Rule 424(b)(5)Registration No. 333-284963 19,607,844 Shares American Electric Power Company, Inc. Common Stock The forward sellers referred to below are offering 19,607,844 shares of our common stock, par value $6.50 per share. We expect to enter intoseparate forward sale agreements with each of Citibank, N.A. and Barclays Bank PLC, whom we refer to in such capacity as the “forward purchasers,”with respect to an aggregate of 19,607,844 shares of our common stock. In connection with these forward sale agreements, the forward purchasers ortheir affiliates and/or agents, whom we refer to in such capacity as the “forward sellers,” at our request, are borrowing from third parties and selling tothe underwriters an aggregate of 19,607,844 shares of our common stock. If in the good faith, commercially reasonable judgment of a forwardpurchaser, it or its affiliate is unable to borrow and deliver for sale on the anticipated closing date a number of shares of our common stock underlying We will not initially receive any proceeds from the sale of shares in this offering by the forward sellers to the underwriters. The forward saleagreements provide for settlement on a settlement date or dates on or prior to December31, 2026. If we elect to cash settle all or a portion of a forwardsale agreement, we may not receive any proceeds from such election, and we may owe cash to the relevant forward purchaser. If we elect to net sharesettle all or a portion of a forward sale agreement, we will not receive any cash proceeds from such election, and we may owe shares of our common Our common stock is listed on the Nasdaq Stock Market LLC (the “Nasdaq”) under the symbol “AEP.” The last reported sale price of ourcommon stock on the Nasdaq on March24, 2025 was $104.18 per share. (1)We expect to receive estimated net proceeds from the sale of shares of our common stock, before expenses, of approximately $1.96 billion (orapproximately $2.25 billion if the underwriters’ option to purchase additional shares of our common stock is exercised in full, and we elect to havethe forward sellers borrow and deliver such shares to the underwriters as described in detail below) upon full physical settlement of the forwardsale agreements, which we expect to occur on or prior to December31, 2026. For the purpose of calculating the estimated net proceeds to us, we Although we expect to settle the forward sale agreements entirely by the full physical delivery of shares of our common stock to the forwardpurchasers in exchange for cash proceeds, we may elect cash settlement or net share settlement for all or a portion of our obligations under each forward Investing in our common stock involves certain risks. See “Risk Factors” on page S-12 of this prospectussupplement for more information. We have granted the underwriters an option for a period of 30 days from the date of this prospectus supplement to purchase up to an additional2,941,176 shares of our common stock at a price of $99.756 per share, subject to certain possible adjustments. If such option is exercised, we may, inour sole discretion, enter into additional forward sale agreements with each of the forward purchasers in respect of the number of shares of our commonstock that are subject to the exercise of such option. Unless the context requires otherwise, the term “forward sale agreements” as used in this prospectussupplement includes any additional forward sale agreements that we may enter into with a forward purchaser in connection with the exercise by theunderwriters of their option. If such option is exercised and we elect not to enter into additional forward sale agreements, we have agreed to issue andsell directly to the underwriters the number of shares of our common stock that are subject to the exercise of such option. If we enter into additional Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities orpassed upon the accuracy or adequacy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is acriminal offense. The underwriters expect that the shares of common stock will be delivered against payment on or about March 26, 2025. We urge you to carefully read this prospectus supplement and the accompanying prospectus, which describe the terms of the offering of thecommon stock, as well as the information incorporated by reference herein and therein, before you make your investment decision. You shouldrely only on the information contained in or incorporated by reference in this prospectus supplement, the accompanying prospectus and anyrelated free writing prospectus required to be filed with the Securities and Exchange Commission (“SEC”). We have not, nor have theunderwriters, the forward sellers or the forward purchasers, authorized anyone else to provide you with different information. If anyone Where You Can Find More InformationForward Looki