UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

______________________________________________________________________________________________________

FORM 8-K

________________________________________________________________

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): ~~March 18~~May 1, 2025

_____________________________________________________________________________________________________

THE AES CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	001-12291	54-1163725
(State or other jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
4300 Wilson Boulevard Arlington, VA		22203
(Address of principal executive offices)		(Zip Code)

_________________________________________________________________________________________________________________

Delaware

001-12291

54-1163725

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

4300 Wilson Boulevard

Arlington, Virginia 22203

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code:

(703) 522-1315

NOT APPLICABLE

(Former name or former address, if changed since last report)

_________________________________________________________________________________________________________________________________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class	Trading Symbol(s)	Name of Each Exchange on Which Registered
Common Stock, par value $0.01 per share	AES	New York Stock Exchange

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.01 per share		AES		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).


Emerging growth company			☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

~~Item 1.01 Entry into a Material Definitive Agreement.~~_________________________________________________________________________________________________________________

~~On March~~Item ~~20, 2025, The AES Corporation (the “Company” or “AES”) completed its previously announced offering of $800,000,000 aggregate principal amount of its 5~~2.~~800%~~02 ~~Senior~~Results ~~Notes due 2032 (the “Notes”). The offering~~ of ~~the~~Operations ~~Notes was made pursuant to AES’ automatic shelf registration statement (the “Registration Statement”) on Form S-3 (Registration No. 333-285715), filed with the Securities~~ and ~~Exchange~~Financial ~~Commission (the “SEC”) on March 11, 2025~~Condition. ~~AES has filed with the SEC a prospectus supplement, dated March 12, 2025 together with the accompanying prospectus, dated March 11, 2025 relating to the offer and sale of the Notes.~~

On May 1, 2025, The ~~public~~AES ~~offering~~Corporation ~~price~~(“AES” ofor the ~~Notes~~“Company”) ~~was~~issued ~~100.00%~~a ofpress ~~the~~release ~~principal~~announcing ~~amount.~~its ~~AES~~financial ~~intends~~results tofor ~~use~~ the ~~net~~quarter ~~proceeds~~and ~~from~~year ~~this~~ended ~~offering~~March to31, ~~fund~~2025. ~~the~~A ~~purchases~~copy of ~~our~~the 3press release is being furnished as Exhibit 99.~~300%~~1 ~~Senior~~attached ~~Notes~~hereto ~~due~~and ~~2025~~is ~~(the~~incorporated ~~“2025~~by ~~Notes”)~~reference inherein. Such ~~the~~information ~~tender~~is ~~offer~~furnished pursuant to ~~purchase~~Item 2.02 ~~for~~and ~~cash~~shall not be deemed “filed” for any ~~and~~purpose, ~~all~~including for the purposes of Section 18 of the ~~2025~~Securities ~~Notes~~Exchange Act of 1934, as amended (the “~~Tender~~Exchange ~~Offer~~Act”), ~~and~~or tootherwise ~~pay~~subject ~~certain~~to ~~related~~the ~~fees~~liabilities ~~and~~of ~~expenses~~that Section. The ~~Company~~information ~~intends~~in tothis ~~use~~Current ~~any~~Report ~~remaining~~on ~~net~~Form 8-K ~~proceeds~~shall ~~from~~not ~~this~~be ~~offering~~deemed ~~after~~incorporated ~~completion~~by ofreference ~~the~~into ~~Tender~~any ~~Offer~~filing tounder ~~retire~~the ~~certain~~Securities Act of ~~our~~1933, ~~outstanding~~as ~~indebtedness~~amended ~~and~~(the ~~for~~“Securities Act”), or the Exchange Act regardless of any general ~~corporate~~incorporation ~~purposes~~language in such filing.

~~The Notes were issued on March~~Item 20, 2025 pursuant to a Senior Indenture, dated as of December 8, 1998 (the “Base Indenture”), as amended and supplemented by a ninth supplemental indenture, dated as of April 3, 2003 (the “Ninth Supplemental Indenture”) and the twenty-ninth supplemental indenture, dated as of March 20, 2025 (the “Twenty-Ninth Supplemental Indenture”, and together with the Base Indenture and the Ninth Supplemental Indenture, the “Indenture”), between AES and Deutsche Bank Trust Company Americas, as successor to Wells Fargo Bank, N7.A.01 ~~and~~Regulation ~~Bank~~FD ~~One, National Association (formerly known as The First National Bank of Chicago), as Trustee~~Disclosure.

~~Interest~~On onMay 1, 2025, AES issued a press release announcing its financial results for the ~~Notes~~quarter ~~accrues~~ended atMarch a31, ~~rate~~2025, its most recent guidance and provided additional forward-looking information. A copy of 5the press release is being furnished as Exhibit 99.~~800%~~1 ~~per~~attached ~~annum~~hereto and is ~~payable~~incorporated onby ~~March~~reference herein. 15Such ~~and~~information ~~September~~is furnished pursuant to Item 157.01 ofand ~~each~~shall ~~year~~not be deemed “filed” for any purpose, ~~beginning~~including ~~September~~for the purposes of Section 1518 of the Exchange Act, ~~2025~~or otherwise subject to the liabilities of that Section. The ~~Notes~~information ~~will~~in ~~mature~~this Current Report on ~~March~~Form ~~15,~~8-K ~~2032.~~shall not be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act regardless of any general incorporation language in such filing.

Prior to January 15, 2032 (two months prior to their maturity date), AES may redeem the Notes at its option, in whole or in part, at any time and from time to time, at the “make whole” redemption price described in the Indenture, plus accrued and unpaid interest thereon to the redemption date. On or after January 15, 2032, AES may redeem the Notes, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to the redemption date.

Upon the occurrence of a Change of Control Triggering Event (as defined in the Indenture), the Company must offer to repurchase the Notes at a price equal to 101.00% of their principal amount, plus accrued and unpaid interest, if any, to, but not including, the date of repurchase. The Indenture also contains covenants, subject to certain exceptions, restricting the ability of the Company to incur debt secured by any Principal Property (as defined in the Indenture) or by the debt or capital stock of any subsidiary held by the Company; to enter into any sale-lease back transactions involving any Principal Property; or to consolidate, merge, convey or transfer substantially all of its assets; as well as other covenants that are customary for debt securities like the Notes. In addition, the Indenture contains customary events of default.

The Base Indenture and Ninth Supplemental Indenture have been incorporated by reference as Exhibit 4.1 and Exhibit 4.2, respectively, to the Registration Statement. The Twenty-Ninth Supplemental Indenture and the form of the Notes are attached to this Current Report on Form 8-K as Exhibit 4.1 and Exhibit 4.2, respectively, and are incorporated by reference into the Registration Statement. An opinion regarding the legality of the Notes is incorporated by reference into the Registration Statement and is attached to this Current Report on Form 8-K as Exhibit 5.1.

The above description of the Indenture and the Notes does not purport to be complete and is qualified in its entirety by reference to the Indenture and the form of Notes.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of Registrant.

The information set forth under Item 1.01 above is hereby incorporated into this Item 2.03 by reference.

Item 8.01 Other Events.

Tender Offer Pricing and Expiration and Results

On March 18, 2025, the Company issued a press release (the “Pricing Press Release”) announcing the pricing terms of its previously announced Tender Offer to purchase any and all of the 2025 Notes. On March 18, 2025, the Company issued a press release (the “Expiration and Results Press Release”) announcing the expiration and results of the Tender Offer. The Tender Offer was made pursuant to the terms and subject to the conditions set forth in the Company’s offer to purchase dated as of March 12, 2025 and the related notice of guaranteed delivery. Copies of the Pricing Press Release and Expiration and Results Press Release are attached as Exhibit 99.1 and Exhibit 99.2 to this Current Report on Form 8-K, respectively, and are incorporated herein by reference.

Safe Harbor Disclosure

This ~~Current~~news ~~Report~~release ~~on Form 8-K~~ contains forward-looking statements within the meaning of the Securities Act ~~of 1933~~ and of the ~~Securities~~ Exchange Act. ofSuch ~~1934~~forward-looking statements include, but are not limited to, those related to future earnings, growth, and financial and operating performance. Forward-looking statements are not intended to be a guarantee of future results, but instead constitute ~~the Company~~AES’s current expectations based on reasonable assumptions. ~~Such~~Forecasted ~~forward-looking~~financial ~~statements~~information is based on certain material assumptions. These assumptions include, but are not limited to, our ~~financing~~expectations ~~plans~~regarding accurate projections of future interest rates, ~~including~~commodity ~~the~~price ~~proposed~~and ~~use~~foreign ofcurrency ~~proceeds~~pricing, ~~from~~continued ~~the~~normal ~~offering~~levels of ~~the~~operating ~~Notes~~performance and ~~other~~electricity ~~expected~~volume ~~effects~~at ofour ~~the~~distribution ~~offering~~companies ofand ~~the~~operational ~~Notes.~~performance ~~Forward-looking~~at ~~statements~~our ~~are~~generation ~~not~~businesses ~~intended~~consistent towith behistorical alevels, ~~guarantee~~as ofwell ~~future~~as ~~results~~the execution of PPAs, ~~but~~conversion ~~instead~~of ~~constitute~~our ~~AES’~~backlog ~~current~~and ~~expectations~~growth ~~based~~investments onat ~~reasonable~~normalized ~~assumptions.~~investment levels, and rates of return consistent with prior experience.

Actual results could differ materially from those projected in ~~AES’~~our forward-looking statements due to risks, uncertainties and other factors. Important factors that could affect actual results are discussed in ~~the~~AES’ ~~prospectus~~filings ~~supplement~~with ~~related to~~ the ~~offering~~Securities and ~~AES’~~Exchange ~~filings~~Commission ~~with~~ (the “SEC”), including, but not limited to, the risks discussed under Item 1A: “Risk Factors” and Item 7: “Management’s Discussion & Analysis” in AES’ 2024 Annual Report on Form 10-K and in subsequent reports filed with the SEC. ~~Potential~~Readers ~~investors~~ are encouraged to read AES’ filings to learn more about the risk factors associated with AES’ business. AES undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise~~, except where required by law~~.

~~Item~~Any ~~9.01~~Stockholder ~~Financial~~who ~~Statements~~desires ~~and~~a copy of the Company’s 2024 Annual Report on Form 10-K filed March 11, 2025, or subsequent filings with the SEC, may obtain a copy (excluding the exhibits thereto) without charge by addressing a request to the Office of the Corporate Secretary, The AES Corporation, 4300 Wilson Boulevard, Arlington, Virginia 22203. Exhibits also may be requested, but a charge equal to the reproduction cost thereof will be made. A copy of the Annual Report on Form 10-K may also be obtained by visiting the Company’s website at www.aes.com.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

ExhibitNo.		Description
4.1		Twenty-Ninth Supplemental Indenture, dated March 20, 2025, between The AES Corporation and Deutsche Bank Trust Company Americas, as Trustee.
4.2		Form of 5.800% Senior Notes due 2032 (included in Exhibit 4.1).
5.1		Opinion of Davis Polk & Wardwell LLP.
23.1		Consent of Davis Polk & Wardwell LLP (included in Exhibit 5.1).
99.1		Pricing Press Release, dated March 18, 2025.
99.2		Expiration and Results Press Release, dated March 18, 2025.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

Exhibit No. Description

~~SIGNATURE~~99.1 Press Release issued by The AES Corporation, dated May 1, 2025

~~Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.~~ SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf of the undersigned hereunto duly authorized.



			THE AES CORPORATION

Date:	May 1, 2025	By:	/s/ Stephen Coughlin
		Name:	Stephen Coughlin
		Title:	Executive Vice President and Chief Financial Officer

EXHIBIT INDEX


Exhibit No.			Description
99.1			Press Release issued by The AES Corporation, dated May 1, 2025






101			Inline XBRL Document Set for the Cover Page from this Current Report on Form 8-K, formatted as Inline XBRL
104			Cover Page Interactive Data File (embedded within the Inline XBRL document)

THE AES CORPORATION

Date: March 20, 2025

/s/ Stephen Coughlin

Stephen Coughlin

Executive Vice President and Chief Financial Officer

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