AES CORP

false 0000874761 NYSE 0000874761 2026-06-12 2026-06-12 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): June 12, 2026 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 , 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 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 8.01. Other Events. As previously disclosed, on March 1, 2026, The AES Corporation (the “ Company ” or “ AES ”) entered into an Agreement and Plan of Merger (the “ Merger Agreement ”) with Horizon Parent, L.P., a Delaware limited partnership (“ Parent ”), and Horizon Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“ Merger Sub ”) , pursuant to which, on the terms and subject to the conditions set forth therein, Merger Sub will merge with and into the Company (the “ Merger ”), with the Company continuing as the surviving corporation in the Merger. Upon the closing of the transactions contemplated by the Merger Agreement, the Company will be jointly owned by investment vehicles affiliated with one or more funds, accounts or other entities owned, managed or advised by Global Infrastructure Management, LLC and the EQT Infrastructure VI fund as well as other investors (collectively, the “ Investors ”). In connection with the Merger, the Company filed with the Securities and Exchange Commission (the “ SEC ”) a preliminary proxy statement on Schedule 14A on May 4, 2026 (the “ Preliminary Proxy Statement ”), and a definitive proxy statement on Schedule 14A on May 15, 2026 (the “ Definitive Proxy Statement ”), in each case, with respect to a special meeting of the Company’s stockholders, which will be held on June 26, 2026 at 10:00 a.m. (Eastern Daylight Time) in a virtual format by live audio webcast, to act on, among others, a proposal to approve and adopt the Merger Agreement, as disclosed in the Definitive Proxy Statement. As of June 12 , 2026, the Company is aware of two (2) complaints that have been filed as an individual action in connection with the Merger by purported stockholders of the Company against the Company and the individual members of the Company’s board of directors. The complaints are captioned as follows: Miller v. The AES Corporation, et al , Index No. [Unassigned] (N.Y. Sup. Ct. N.Y. Cnty. Jun. 3, 2026) and Wright v. The AES Corporation, et al , Index No. [Unassigned] (N.Y. Sup. Ct. N.Y. Cnty. Jun. 5, 2026) (the “ Complaints ”). The Complaints seek to enjoin the defendants from proceeding with the Merger unless the defendants disclose certain purportedly material information alleged to have been omitted from the Preliminary Proxy Statement and/or the Definitive Proxy Statement and/or damages if the Merger is consummated. In addition to the Complaints, as of June 12 , 2026, the Company has received fifteen (15) demand letters from law firms claiming to represent purported Company stockholders, which also generally allege disclosure deficiencies in the Preliminary Proxy Statement and/or the Definitive Proxy Statement (collectively, the “ Demand Letters ” and, together with the Complaints, the “ Matters ”). The Company and the other defendants named in the Matters deny all allegations in the Matters and believe that the Matters are without merit and that no supplemental disclosure to the Preliminary Proxy Statement and/or the Definitive Proxy Statement was or is required under any applicable law, rule or regulation. However, solely to minimize the burden and expense of potential litigation, avoid nuisance and potential delay or disruption to the Merger and provide additional information to the Company’s stockholders, the Company has determined to voluntarily supplement the Definitive Proxy Statement with the below disclosures. The Company believes that the disclosures in the Preliminary Proxy Statement and the Definitive Proxy Statement comply fully with applicable law and nothing in the supplemental disclosures will be deemed an admission of the legal necessity or materiality under applicable law of any of the disclosures set forth herein or of the legal merit of the legal proceedings described in the Definitive Proxy Statement. SUPPLEMENTAL DISCLOSURES TO THE DEFINITIVE PROXY STATEMENT These following supplemental disclosures should be read in connection with the Definitive Proxy Statement, which should be read in its entirety. The inclusion in this supplement to the Definitive Proxy Statement of certain information should not be regarded as an indication that any of the Company or its affiliates, officers, directors or other representatives, or any other recipient of this information, considered, or now considers, it to be material, and such information should not be relied upon as such. To the extent that information herein differs from or updates information contained in the Definitive Proxy Statement, the information contained herein supersedes the information contained in the Definitive Proxy Statement. The information contained herein speaks only as of the date of this Current Report on Form 8-K, unless the information indicates another date applies. Capitalized terms used but not defined herein have the meanings set forth in the Definitive Proxy Statement, unless otherwise defined below. All page references in the information below are to pages in the Definitive Proxy Statement. For clarity, new text within restated paragraphs (other than tables and related footnotes) from the Definitive Proxy Statement is highlighted with bold, underlined text , and deleted text within restated paragraphs from the Definitive Proxy Statement is highlighted with bold, strikethrough text . 1. The section of the Definitive Proxy Statement entitled “Background of the Merger” beginning on page 25 is hereby supplemented with the following additional disclosure: (a) By adding the following paragraphs after the seventh paragraph on page 26 of the Definitive Proxy Statement entitled “Background of the Merger”: Skadden has historically represented and currently represents (i) BlackRock and/or certain of its subsidiaries, but not GIP (the “BlackRock Entities”), (ii) QIA and (iii) EQT and/or certain of its subsidiaries (the “EQT Entities”), in each case on matters unrelated to the Merger. Over the last two years, Skadden