Ameren said it entered into forward sale agreements on May 12, 2025 with Goldman Sachs & Co. LLC, JPMorgan Chase Bank, National Association, Barclays Bank PLC and Wells Fargo Bank, National Association, covering 5,550,416 shares (Base Shares).

1. 01

   Ameren said it entered into forward sale agreements on May 12, 2025 with Goldman Sachs & Co. LLC, JPMorgan Chase Bank, National Association, Barclays Bank PLC and Wells Fargo Bank, National Association, covering 5,550,416 shares (Base Shares).

2. 02

   The company said it granted the Underwriters an option to buy up to 832,562 additional shares (Option Shares) within 30 days, and that the Underwriters exercised the option in full on May 13, 2025, after which it entered into additional forward sale agreements.

3. 03

   The company said the initial forward sale price is $91.885 per share and that it will set the settlement date, to be on or before January 15, 2027, at its discretion. Settlement is physical by default, but the company may elect cash settlement or net share settlement under certain conditions.

4. 04

   Ameren said the Forward Sellers sold the shares to the Underwriters on May 14, 2025, and the offering closed. It said each Forward Purchaser has the right to require physical settlement on certain events, including if it is unable to borrow shares and if Ameren declares certain dividends, and it is not limited to those events.

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Original filing

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