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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
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| Date of report (Date of earliest event reported) | July 7, 2026 |
(Exact Name of Registrant as Specified in Its Charter)
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| Delaware | 333-221643 | 51-0007707 |
| (State or Other Jurisdiction of | (Commission File Number) | (IRS Employer Identification |
Incorporation) | | No.) |
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| 1 Riverside Plaza, | Columbus, | OH | 43215 |
| (Address of Principal Executive Offices) | (Zip Code) |
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| (Registrant's Telephone Number, Including Area Code) | (614) | 716-1000 | |
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(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 (see General Instruction A.2. below):
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| ☐ | 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:
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| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
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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 | ☐ |
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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. |
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Item 1.01 Entry into a Material Definitive Agreement.
DOE Loan Guarantee Agreement, FFB Note Purchase Agreement and FFB Promissory Note
On July 7, 2026, (i) AEP Texas Inc. (the “Company”), a wholly owned subsidiary of American Electric Power Company, Inc. (“AEP”), the Secretary of Energy, acting through the U.S. Department of Energy (the “DOE”) and the Federal Financing Bank (the “FFB”) entered into a Note Purchase Agreement (the “FFB Note Purchase Agreement”) arranged by the DOE for a loan facility of an aggregate principal amount of up to $3.26 billion through the DOE’s Office of Energy Dominance Financing (the “DOE Loan Program”) pursuant to which, among other things, the DOE provided a guarantee (the “DOE Guarantee”) of the Company’s (x) obligations to repay the loan (such loan, the “Guaranteed Loan”) provided by the FFB to the Company and evidenced by a future advance promissory note (the “FFB Promissory Note”) and (y) other obligations owing to FFB in respect of the Guaranteed Loan and (ii) in connection and concurrently therewith, the Company and the DOE entered into a Loan Guarantee Agreement (the “DOE Loan Guarantee Agreement”, and together with the FFB Note Purchase Agreement, the FFB Promissory Note, the DOE Guarantee and the other documents executed and delivered in connection therewith, the “DOE Transaction Documents”). The FFB Promissory Note provides for the extension of the Guaranteed Loan in an aggregate maximum principal amount of up to $3.26 billion.
The DOE Transaction Documents provide for a multi draw term loan facility (the “DOE Loan Facility”) to finance a portfolio of nearly 100 projects to rebuild or reconductor existing transmission lines, as well as build new transmission lines, spanning approximately 2,800 miles (the “Project”). The proceeds of any borrowings will be applied solely toward payment or reimbursement of Preliminary Eligible Project Costs and Eligible Project Costs (each as defined in the DOE Loan Guarantee Agreement) associated with the Project.
The final scheduled maturity date for the DOE Loan Facility is April 15, 2056. Interest accrued on each advance under the Guaranteed Loan is payable semiannually, commencing on the first to occur of April 15 or October 15 after the making of such advance. The principal amount of each advance under the Guaranteed Loan is payable in installments as set forth in Schedule A to the FFB Promissory Note. Amounts advanced under the Guaranteed Loan bear interest at the applicable U.S. Treasury rate plus a spread equal to 0.375%.
In connection with the closing of the DOE Loan Facility, as required by the DOE Transaction Documents on July 7, 2026, the Company paid certain fees to DOE in an aggregate amount of $8.43 million.
The Company is obligated to reimburse the DOE for any payments the DOE is required to make to the FFB in connection with the Guaranteed Loan.
Under the DOE Loan Guarantee Agreement, the Company is subject to certain affirmative and negative covenants customary for loan facilities extended under the DOE Loan Program including, among other things, covenants regarding (i) financial testing compliance, (ii) restrictions on operations and use, (iii) fundamental changes, (iv) project-related reporting and information requirements and (v) compliance with the requirements of applicable law and the DOE Loan Program.
In addition, the DOE Loan Guarantee Agreement contains certain representations and warranties customary for loan facilities extended under the DOE Loan Program including, among other things, representations and warranties regarding: (i) the organization and existence of the Company, (ii) authority and the absence of any conflicts, (iii) solvency and (iv) compliance with applicable law and the DOE Loan Program.
The DOE Loan Guarantee Agreement also contains customary events of default, including failure to make payments when due, failure to maintain the required debt to capital ratio, and the occurrence of other breaches under the DOE Loan Guarantee Agreement. If an event of default occurs, the DOE has certain rights and may, among other options and in its discretion, declare all amounts due under the Guaranteed Loan payable immediately in full. Capitalized terms used but not defined herein shall have the meanings given to them in the DOE Loan Guarantee Agreement.
The foregoing description of the DOE Transaction Documents is qualified in its entirety by reference to the FFB Note Purchase Agreement, the FFB Promissory Note and the DOE Loan Guarantee Agreement, copies of which are filed as Exhibits 10.1, 10.2 and 10.3, respectively, to this Current Report on Form 8-K (this “Report”) and are incorporated into this Item 1.01 by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information contained in Item 1.01 of this Report regarding the FFB Note Purchase Agreement, FFB Promissory Note, and the DOE Loan Guarantee Agreement is incorporated into this Item 2.03.
Item 7.01 Regulation FD Disclosure.
On July 8, 2026, the Company issued a press release announcing the entry into the FFB Note Purchase Agreement, the FFB Promissory Note and the DOE Loan Guarantee Agreement. A copy of this press release is attached as Exhibit 99.1 to this Report and is incorporated herein by reference.
The information in Item 7.01 of this Report, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that section. Further, the information in Item 7.01 of this Report, including Exhibit 99.1, shall not be deemed to be incorporated by reference into the filings of AEP or the Company under the Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act, whether made before or after the date hereof and regardless of any general incorporation language in such filing.
Item 9.01 Financial Statements and Exhibits.
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| 10.1 | |
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| 10.2 | |
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| 10.3 | |
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| 99.1 | |
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| 104 | Cover Page Interactive Data File - The cover page iXBRL tags are embedded within the inline XBRL document. |
SIGNATURE
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, thereunto duly authorized.
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| AEP TEXAS INC. |
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| By: | /s/ David C. House |
| Name: | David C. House |
| Title | Assistant Secretary |
July 8, 2026