美国电力美股招股说明书(2026-05-13版)

20,472,442 Shares American Electric Power Company, Inc. Common Stock The forward sellers referred to below are offering 20,472,442 shares of our common stock, par value $6.50 per share. We expect to enter intoseparate forward sale agreements with each of Bank of America, N.A., Goldman Sachs & Co. LLC and Morgan Stanley & Co. LLC, whom we refer toin such capacity as the “forward purchasers,” with respect to an aggregate of 20,472,442 shares of our common stock. In connection with these forwardsale agreements, the forward purchasers or their affiliates and/or agents, whom we refer to in such capacity as the “forward sellers,” at our request, areborrowing from third parties and selling to the underwriters an aggregate of 20,472,442 shares of our common stock. If in the good faith, commerciallyreasonable judgment of a forward purchaser, it or its affiliate is unable to borrow and deliver for sale on the anticipated closing date a number of sharesof our common stock underlying the applicable forward sale agreement, or it or its affiliate would be unable to borrow, at a stock loan rate not greaterthan a specified rate, and deliver for sale on the anticipated closing date such number of shares of our common stock, or if certain other conditions to theapplicable forward seller’s obligations have not been satisfied, then we will issue and sell directly to the underwriters a number of shares of our commonstock equal to the number of shares that such forward seller does not borrow and deliver. 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 May 31, 2028. If we elect to cash settle all or a portion of a forward saleagreement, we may not receive any proceeds from such election, and we may owe cash to the relevant forward purchaser. If we elect to net share settleall 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 stock tothe relevant forward purchaser. See “Underwriting (Conflicts of Interest) — Forward Sale Agreements” for a description of the forward sale agreements. 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 May 11, 2026 was $130.70 per share. (1)We expect to receive estimated net proceeds from the sale of shares of our common stock, before expenses, of approximately $2.56 billion (orapproximately $2.94 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 May 31, 2028. For the purpose of calculating the estimated net proceeds to us, we haveassumed that the forward sale agreements are fully physically settled based on the initial forward sale price of $124.968 per share. The forwardsale price is subject to adjustment pursuant to the forward sale agreements, and the actual proceeds, if any, will be calculated as described in thisprospectus supplement. 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 forwardsale agreement. See “Underwriting (Conflicts of Interest)—Forward Sale Agreements” for a description of the forward sale agreements. Investing in our common stock involves certain risks. See “Risk Factors” on page S-11 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 additional3,070,866 shares of our common stock at a price of $124.968 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 additionalforward sale agreements, and if in