美国电力美股招股说明书(2025-09-24版)

This is an offering of $1,100,000,000 of 5.800% Fixed-to-Fixed Reset Rate Junior Subordinated Debentures, Series C(“Series C Debentures”) and $900,000,000 of 6.050% Fixed-to-Fixed Reset Rate Junior Subordinated Debentures, Series D (“Series DDebentures”, collectively, the “Debentures”) to be issued by American Electric Power Company, Inc., a New York corporation. TheSeries C Debentures will bear interest (i) from and including the date of original issuance to, but excluding, March 15, 2031 at anannual rate of 5.800% and (ii) from and including March 15, 2031 during each Series C Interest Reset Period (as defined herein) at anannual rate equal to the Five-Year Treasury Rate (as defined herein) as of the most recent Series C Reset Interest Determination Date(as defined herein), plus 2.128%; provided, that the interest rate during any Series C Interest Reset Period will not reset below 5.800%.The Series D Debentures will bear interest (i) from and including the date of original issuance to, but excluding, March 15, 2036 at anannual rate of 6.050% and (ii) from and including March 15, 2036 during each Series D Interest Reset Period (as defined herein) at anannual rate equal to the Five-Year Treasury Rate (as defined herein) as of the most recent Series D Reset Interest Determination Date(as defined herein), plus1.940%; provided, that the interest rate during any Series D Interest Reset Period will not reset below 6.050%.Interest on the Debentures will be payable semi-annually in arrears on March 15 and September 15 of each year beginning on March15, 2026. The Debentures will be issued in registered form and in denominations of $2,000 and integral multiples of $1,000 in excessthereof. The Series C Debentures will mature on March 15, 2056. The Series D Debentures will mature on March 15, 2056. So long as no event of default has occurred and is continuing, we may defer interest payments on either or both series of theDebentures on one or more occasions for up to 10 consecutive years as described in this prospectus supplement. Deferred interestpayments with respect to a given series will accrue additional interest at a rate equal to the interest rate on the debentures, compoundedon each interest payment date, to the extent permitted by law. We may redeem the Debentures at our option at the times and the pricesdescribed in this prospectus supplement. The Debentures are a new issue of securities with no established trading market. We do notintend to apply for listing of the Debentures on any securities exchange and cannot assure the holders that an active after-market forthe Debentures will develop or be sustained or that holders of the Debentures will be able to sell them at favorable prices or at all. Proceeds, before expenses, to American ElectricPower Company, Inc. (1) Plus accrued interest, if any, from September 25, 2025. We expect that the Debentures will be ready for delivery through The Depository Trust Company for the accounts of itsparticipants, including Clearstream Banking S.A. and Euroclear Bank S.A./N.V., on or about September 25, 2025.______________________ TABLE OF CONTENTS Prospectus Supplement About this Prospectus SupplementS-3Summary InformationS-4Risk FactorsS-12Where You Can Find More InformationS-16Use of ProceedsS-16Specific Terms of the Fixed-To-Fixed Reset Rate Junior Subordinated DebenturesS-17Material United States Federal Income Tax ConsiderationsS-28Certain ERISA ConsiderationsS-34Underwriting (Conflicts of Interest)S-37Legal MattersS-43ExpertsS-43 Prospectus Risk Factors2The Company2Prospectus Supplements2Where You Can Find More Information3Use of Proceeds3Description of the Senior Notes4Description of Common Stock9Description of Preferred Stock10Description of the Junior Subordinated Debentures12Description of the Stock Purchase Contracts and the Stock Purchase Units18Book-Entry System19Plan of Distribution22Legal Opinions23Experts23 ABOUT THIS PROSPECTUS SUPPLEMENT This document is in two parts. The first part is this prospectus supplement, which describes the specifictermsof this offering of the Debentures and also adds to and updates information contained in theaccompanying prospectus and the documents incorporated by reference in this prospectus supplement and theaccompanying prospectus. The second part is the accompanying prospectus, which gives more generalinformation, some of which does not apply to the Debentures. If the description of the Debentures variesbetween this prospectus supplement and the accompanying prospectus, you should rely on the information inthis prospectus supplement. You should rely only on the information contained or incorporated by reference in this prospectussupplement and in the accompanying prospectus and in any written communication from the Company or theunderwriters specifying the final terms of the offering. We have not authorized any other person to provide youwith different information. If anyone provides you with different or incons