AMEREN CORP

Regulatory Filings • Oct 7, 2024

Field: Rule-Page

Field: /Rule-Page

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Field: Rule-Page

Field: /Rule-Page

FORM 8-K

Field: Rule-Page

Field: /Rule-Page

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): October 7, 2024

Field: Rule-Page

Field: /Rule-Page

| Commission File Number | Exact
Name of Registrant as Specified in Charter; State of Incorporation; Address and Telephone Number | IRS Employer Identification Number |
| --- | --- | --- |
| 1-14756 | Ameren
Corporation ( Missouri Corporation) 1901
Chouteau Avenue St.
Louis , Missouri 63103 ( 314 ) 621-3222 | 43-1723446 |
| 1-2967 | Union Electric Company ( Missouri Corporation) 1901 Chouteau Avenue St. Louis , Missouri 63103 ( 314 ) 621-3222 | 43-0559760 |

Field: Rule-Page

Field: /Rule-Page

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrants 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
Ameren Corporation	¨
Union Electric 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.

Ameren Corporation	¨
Union Electric Company	¨

Field: Rule-Page

Field: /Rule-Page

Field: Page; Sequence: 1

Field: /Page

ITEM 8.01 Other Events.

On October 7, 2024, Union Electric Company, doing business as Ameren Missouri (“Ameren Missouri”), a subsidiary of Ameren Corporation, sold $450 million principal amount of its 5.125% First Mortgage Bonds due 2055 (the “Bonds”). The Bonds were offered pursuant to a Registration Statement on Form S-3 (File No. 333-274977-02), which became effective on October 13, 2023, and a Prospectus Supplement dated September 30, 2024, to a Prospectus dated October 13, 2023. Ameren Missouri received net offering proceeds of approximately $445.5 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 Bonds.

ITEM 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number	Title
1	Underwriting Agreement relating to the Bonds, dated September 30, 2024, between Ameren Missouri and the several underwriters
named therein, for whom Barclays Capital Inc., BofA Securities, Inc., J.P. Morgan Securities LLC and Morgan Stanley & Co.
LLC are acting as representatives.
4.1*	Indenture of Mortgage and Deed of Trust, dated June 15, 1937, from Ameren Missouri to The Bank of New York Mellon, as successor
trustee, as amended May 1, 1941, and Second Supplemental Indenture dated May 1, 1941 (Exhibit B-1, File No. 2-4940).
4.2	Supplemental Indenture, dated September 1, 2024, by and between Ameren Missouri and The Bank of New York Mellon, as successor
trustee, relating to the 5.125% First Mortgage Bonds due 2055.
5.1	Opinion of Chonda J. Nwamu, Esq., Executive Vice President, General Counsel and Secretary of Ameren Missouri, regarding the legality
of the Bonds (including consent).
5.2	Opinion of Morgan, Lewis & Bockius LLP regarding the legality of the Bonds (including consent).
104	Cover Page Interactive Data File (formatted as Inline XBRL).

Field: Rule-Page

Field: /Rule-Page

• Incorporated by reference as indicated.

Field: Rule-Page

Field: /Rule-Page

This combined Form 8-K is being filed separately by Ameren Corporation and Union Electric Company (each a “registrant”). Information contained herein relating to any individual registrant has been filed by such registrant on its own behalf. No registrant makes any representation as to information relating to any other registrant.

Field: Page; Sequence: 2; Options: NewSection; Value: 2

• Field: Sequence; Type: Arabic; Name: PageNo 2 Field: /Sequence -

Field: /Page

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, each registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. The signature for each undersigned company shall be deemed to relate only to matters having reference to such company or its subsidiaries.

AMEREN CORPORATION
(Registrant)
By:	/s/ Michael L. Moehn
Name:	Michael L. Moehn
Title:	Senior Executive Vice President and Chief Financial Officer
UNION ELECTRIC COMPANY
(Registrant)
By:	/s/ Mark C. Birk
Name:	Mark C. Birk
Title:	Chairman and President

Date: October 7, 2024

Field: Page; Sequence: 3; Options: Last

Field: /Page

Field: Set; Name: xdx; ID: xdx_08B_extensions eJxFjV0KwjAQhE/QOyx5lv4EFe2jRUWsUoqIr8GuEmyzZROrHslbGlvEZWFZZr4ZIUZiTStdI8NpUeZwwKatlUMo8YKM5ozekW22Kfhb4lVbx8q4/v2BGXkGPTMJpTx7obd22mKVQjyN5CySY4jHaTKHYieCr56RuegKjdOqBmUqKJha1ugUv4aEg3qSoebVVx2RrSaTQhLGg/wGGScS9tSpB/HNQp5nIhj1E4g10731ruXTofmSsKyx8XV2oP8bfAANnUqY