AMEREN CORP

Regulatory Filings • Dec 21, 2023

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): December 21, 2023

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AMEREN CORPORATION

(Exact name of registrant as specified in its charter)

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Missouri	1-14756	43-1723446
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

1901 Chouteau Avenue , St. Louis , Missouri 63103

(Address of principal executive offices and Zip Code)

Registrant’s telephone number, including area code: ( 314 ) 621-3222

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, $0.01 par value per share | AEE | 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. ¨

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ITEM 8.01 Other Events.

On December 21, 2023, Ameren Corporation (“Ameren”) sold $700 million principal amount of its 5.00% Senior Notes due 2029 (the “Notes”). The Notes were offered pursuant to a Registration Statement on Form S-3 (File No. 333-274977), which became effective on October 13, 2023, and a Prospectus Supplement dated December 18, 2023, to a Prospectus dated October 13, 2023. Ameren received net offering proceeds of approximately $694.2 million, before expenses, upon closing of the transaction.

This Current Report on Form 8-K is being filed to report as exhibits certain documents in connection with the offering of the Notes.

ITEM 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number Title

1 Underwriting Agreement, dated December 18, 2023, between Ameren and the several underwriters named therein, for whom Barclays Capital Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC and MUFG Securities Americas Inc. are acting as representatives.

4.1* Indenture, dated as of December 1, 2001, by and between Ameren and The Bank of New York Mellon Trust Company, N.A., as successor trustee, (“Ameren Indenture”) (Exhibit 4.5, File No. 333-81774).

4.2* First Supplemental Indenture, dated as of May 19, 2008, to the Ameren Indenture (June 30, 2008 Form 10-Q, Exhibit 4.1, File No. 1-14756).

4.3 Company Order, dated December 21, 2023, establishing the Notes.

4.4 Global Notes.

5.1 Opinion of Chonda J. Nwamu, Esq., Executive Vice President, General Counsel and Secretary of Ameren, regarding the legality of the Notes (including consent).

5.2 Opinion of Morgan, Lewis & Bockius LLP regarding the legality of the Notes (including consent).

104 Cover Page Interactive Data File (formatted as Inline XBRL).

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• Incorporated by reference as indicated.

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SIGNATURES

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

AMEREN CORPORATION
(Registrant)
By:	/s/ Michael L. Moehn
Name:	Michael L. Moehn
Title:	Senior Executive Vice President and Chief Financial Officer

Date: December 21, 2023

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