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 ~~February 28~~6, 2025

~~_____________________________________________________________________________________________________~~____________________________

THE AES CORPORATION

(Exact name of registrant as specified in its charter)

~~_________________________________________________________________________________________________________________~~____________________________

Delaware

001-12291

54-1163725

~~001-12291~~

~~54-1163725~~

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

(State or other jurisdiction of Incorporation)

(Commission File Number)

(IRS Employer Identification No.)

4300 Wilson Boulevard

4300 Wilson Boulevard
Arlington, VA	22203
(Address of principal executive offices)	(Zip Code)

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:
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

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

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 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

~~Item 2.02~~On ~~Results~~March 6, 2025, the management of The AES Corporation (the “Company”) and subsequently its Audit Committee, concluded that the Company’s unaudited Condensed Consolidated Statements of Operations for the second and ~~Financial~~third ~~Condition~~quarters of 2024 (collectively, the “Restated Periods”), previously reported in its Quarterly Reports on Form 10-Q for the three and six months ended June 30, 2024 and the three and nine months ended September 30, 2024, should no longer be relied upon.

OnThe ~~February 28,~~Company ~~2025,~~restated ~~The~~the unaudited quarterly financial information for the Restated Periods to correct the overstatement of impairment expense related to the sale of the Company’s 47.3% stake in AES ~~Corporation~~Brasil Energia S.A. (“AES Brasil”), orprimarily due to the ~~“Company”)~~use ~~issued~~of aincomplete ~~press~~data ~~release~~in ~~announcing~~the ~~its~~estimation ~~financial~~of ~~results~~the ~~for~~fair value of the ~~quarter~~net ~~and~~assets ~~year~~of ~~ended~~AES ~~December~~Brasil ~~31,~~used ~~2024.~~in Athe ~~copy~~calculation of impairment expense following the ~~press~~time ~~release~~AES isBrasil ~~being~~was ~~furnished~~classified as ~~Exhibit 99.1~~held ~~attached~~for ~~hereto~~sale in ~~and~~the issecond ~~incorporated~~quarter byof ~~reference herein~~2024. ~~Such~~ ~~information~~The isimpairment ~~furnished~~expense ~~pursuant~~was tooverstated ~~Item 2.02~~by ~~and~~approximately ~~shall~~$192 ~~not~~million befor ~~deemed~~the ~~“filed”~~three ~~for~~months ~~any~~ended ~~purpose~~June 30, 2024, ~~including~~and approximately $5 million for the ~~purposes~~three ofmonths ~~Section 18~~ended ofSeptember ~~the~~30, ~~Securities~~2024. ~~Exchange~~The ~~Act~~restatement of ~~1934,~~these asamounts ~~amended~~does ~~(the~~not ~~“Exchange~~adversely impact ~~Act”~~previously reported revenues, operating margin, Net (loss) income, cash flows or ~~otherwise~~Adjusted ~~subject~~EBITDA tofor the ~~liabilities~~Non-Reliance ofPeriods. Additionally, ~~that~~the ~~Section.~~restatement ~~The~~of ~~information~~the impairment expense in ~~this~~the ~~Current~~Restatement ~~Report~~Periods onhas ~~Form 8-K~~no ~~shall~~effect ~~not~~on bethe ~~deemed~~full ~~incorporated~~year by2024 ~~reference~~annual ~~into~~Net ~~any~~Income Attributable ~~filing~~to ~~under~~The ~~the~~AES ~~Securities~~Corporation, ~~Act~~Earnings ofPer ~~1933~~Share, asand ~~amended~~Adjusted ~~(the~~EBITDA ~~“Securities~~or ~~Act”),~~Adjusted orEPS ~~the~~metrics ~~Exchange~~reported ~~Act~~on ~~regardless~~the ofCompany’s ~~any~~press release ~~general~~dated ~~incorporation~~February ~~language~~28, in2025, ~~such~~furnished ~~filing.~~on Form 8-K.

~~Item 7.01~~The ~~Regulation~~Company FDincluded ~~Disclosure~~restated unaudited condensed consolidated financial statements for the Restated Periods in its Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed on March 10, 2025 (the “2024 Form 10-K”).

OnManagement ~~February 28,~~has ~~2025,~~assessed ~~AES issued a press release announcing its financial results for~~ the ~~quarter~~effect ~~ended December 31, 2024, its most recent guidance and provided additional forward-looking information. A copy~~ of the ~~press~~restatement ~~release~~on isthe ~~being~~Company’s internal ~~furnished~~control asover ~~Exhibit 99.1~~financial ~~attached hereto and is incorporated by reference herein~~reporting. ~~Such~~ ~~information~~As isa ~~furnished~~result ~~pursuant~~of tothe ~~Item 7.01~~analysis ~~and~~of ~~shall not be deemed “filed” for any purpose, including for~~ the ~~purposes~~cause of ~~Section 18 of~~ the ~~Exchange Act~~restatement, ~~or otherwise subject to~~ the ~~liabilities~~Company ofreported ~~that~~a ~~Section.~~material weakness ~~The information~~ in ~~this~~its ~~Current~~internal ~~Report~~control onover ~~Form 8-K~~financial ~~shall~~reporting, ~~not~~and bedescribed ~~deemed~~its ~~incorporated~~plan byof ~~reference~~remediation ~~into~~with ~~any~~respect ~~filing~~to ~~under~~such ~~the~~material ~~Securities~~weakness in ~~Act~~its or2024 ~~the~~Form ~~Exchange Act regardless of any general incorporation language in such filing~~10-K.

~~Safe~~The ~~Harbor~~Company ~~Disclosure~~has not filed, and does not intend to file, amended Quarterly Reports on Form 10-Q for either of the Restated Periods. Investors and others should rely on the financial information and other disclosures regarding the Restated Periods included in the 2024 Form 10-K and in subsequent future filings with the U.S. Securities and Exchange Commission.

~~This~~The ~~news~~Company’s ~~release~~management ~~contains~~has ~~forward-looking~~discussed ~~statements within~~ the ~~meaning~~matters ofdisclosed in ~~the~~this Securities Act and of the Exchange Act. Such 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 AES’ current ~~expectations~~report ~~based~~with onErnst ~~reasonable~~& ~~assumptions.~~Young ~~Forecasted financial information is based on certain material assumptions. These assumptions include~~LLP, but are not limited to, our expectations regarding accurate projections of future interest rates, commodity price and foreign currency pricing, continued normal levels of operating performance and electricity volume at our distribution companies and operational performance at our generation businesses consistent with historical levels, as well as the ~~execution~~Company’s ofindependent ~~PPAs,~~registered ~~conversion~~public ofaccounting ~~our backlog and growth investments at normalized investment levels, and rates of return consistent with prior experience~~firm.

~~Actual~~Safe ~~results~~Harbor ~~could~~Disclosure differ materially from those projected in our forward-looking statements due to risks, uncertainties and other factors. Important factors that could affect actual results are discussed in AES’ filings with the Securities and Exchange Commission (the “SEC”), including, but not limited to, the risks discussed under Item 1A “Risk Factors” and Item 7: Management’s Discussion & Analysis in AES’ 2023 Annual Report on Form 10-K and in subsequent reports filed with the SEC. Readers 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.

~~Any~~This ~~Stockholder~~Current ~~who~~Report ~~desires~~on aForm ~~copy~~8-K ofcontains forward-looking statements within the ~~Company’s~~meaning ~~2023~~of ~~Annual~~the ~~Report~~Securities onAct ~~Form~~of ~~10-K~~1933 ~~filed~~and ~~February~~of ~~26,~~the ~~2024,~~Securities orExchange ~~subsequent~~Act ~~filings~~of ~~with~~1934. ~~the~~Such ~~SEC~~forward-looking statements include, but ~~may~~are ~~obtain~~not alimited ~~copy~~to, ~~(excluding~~those ~~the~~related ~~exhibits~~to ~~thereto)~~among ~~without~~others, ~~charge~~statements bywith ~~addressing~~respect ato ~~request~~plans to remediate the ~~Office~~deficiencies, ofincluding the ~~Corporate Secretary~~material weaknesses, ~~The~~with ~~AES~~respect ~~Corporation,~~to ~~4300~~the ~~Wilson~~Company’s ~~Boulevard,~~internal ~~Arlington,~~control ~~Virginia~~over ~~22203.~~financial ~~Exhibits~~reporting ~~also~~and ~~may~~disclosure becontrols ~~requested,~~and ~~but~~procedures; athe impact ~~charge~~of ~~equal~~these tomatters on the ~~reproduction~~Company’s ~~cost~~performance ~~thereof~~and ~~will~~outlook; beexpectations ~~made.~~concerning Athe ~~copy~~Company’s performance and financial outlook; and any statements or assumptions underlying any of the ~~Annual~~foregoing. ~~Report~~Forward-looking onstatements ~~Form~~are ~~10-K~~not ~~may~~intended ~~also~~to be ~~obtained~~a byguarantee of ~~visiting~~future ~~the~~results, ~~Company~~but instead constitute AES’s ~~website~~current ~~at www~~expectations based on reasonable assumptions.~~aes.com.~~

~~Item 9~~Actual results could differ materially from those projected in our forward-looking statements due to risks, uncertainties and other factors.01 ~~Financial~~Important ~~Statements~~factors that could affect actual results are discussed in AES’ filings with the Securities and ~~Exhibits~~Exchange Commission (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 filed March 10, 2025. Readers 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.

Any stockholder who desires a copy of the Company’s 2024 Annual Report on Form 10-K filed March 10, 2025, or subsequent filings with the SEC, may obtain a copy (dexcluding 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.

~~Exhibit No. Description~~ SIGNATURE

~~99.1 Press~~Pursuant ~~Release~~to ~~issued~~the byrequirements ~~The~~of ~~AES~~the ~~Corporation,~~Securities ~~dated~~Exchange ~~February 28~~Act of 1934, the ~~2025~~Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

SIGNATURES

	The AES CORPORATION


Dated: March 10, 2025	By:	/s/ Stephen Coughlin
		Name:	Stephen Coughlin
		Title:	Executive Vice President and Chief Financial Officer

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:	February 28, 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 February 28, 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)

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