{"url_path":"/sec/aes/8-k/2026-06-12/item-8-01","section_key":"item-8-01","section_title":"Item 8.01 Other Events.","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-12","source_url":"https://www.sec.gov/Archives/edgar/data/874761/0001140361-26-025084-index.html","accession_number":"0001140361-26-025084","cik":"0000874761","ticker":"AES","issuer_name":"AES CORP","edgar_url":"https://www.sec.gov/Archives/edgar/data/874761/0001140361-26-025084-index.html","primary_entity_key":"0000874761","primary_entity_name":"AES CORP"},"word_count":6152,"has_tables":true,"body_markdown":"Item 8.01.\n\nOther Events.\n\nAs previously disclosed, on March 1, 2026, The AES Corporation (the “Company”\nor “AES”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Horizon Parent,\nL.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\nforth 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\ntransactions 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\nEQT Infrastructure VI fund as well as other investors (collectively, the “Investors”).\n\n \n\nIn connection with the Merger, the Company filed with the Securities and Exchange Commission (the “SEC”)\n\na 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\nvirtual 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.\n\n \n\nAs of June 12, 2026, the Company is aware of two (2) complaints that\nhave 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\n\nv. The AES Corporation, et al, Index No. [Unassigned] (N.Y. Sup. Ct. N.Y. Cnty. Jun. 5, 2026) (the “Complaints”).\n\nThe 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\nStatement 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\nfirms 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”).\n\n \n\nThe Company and the other defendants named in the Matters deny all allegations in the Matters and believe that the Matters are without merit\nand 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\nlitigation, 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\ndisclosures. 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\nnecessity 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.\n\n \n\nSUPPLEMENTAL DISCLOSURES TO THE DEFINITIVE PROXY STATEMENT\n\n \n\nThese following supplemental disclosures should be read in connection with the Definitive Proxy Statement, which should be read in its entirety.\nThe 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\nthis 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\ninformation 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\napplies. 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\nclarity, new text within restated paragraphs (other than tables and related footnotes) from the Definitive Proxy Statement is highlighted with bold, underlined text,\nand deleted text within restated paragraphs from the Definitive Proxy Statement is highlighted with bold, strikethrough text.\n\n \n\n \n\n1.\n\nThe section of the Definitive Proxy Statement entitled “Background of the Merger” beginning on page 25 is hereby supplemented with the following additional disclosure:\n\n \n\n(a) By adding the following paragraphs after the seventh paragraph on page 26 of the Definitive Proxy Statement entitled\n“Background of the Merger”:\n\n \n\nSkadden has historically represented and currently represents (i) BlackRock and/or certain of its subsidiaries, but not\nGIP (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 has advised such entities on various public and\nnon-public matters, including multiple publicly disclosed M&A transactions. Certain of these representations were undertaken concurrently with Skadden’s representation of the Company in connection with the merger.\n\nThe fees billed by Skadden for these other representations of the BlackRock Entities for the period from\nJune 1, 2024 to June 1, 2026 were less than 1.0% of the total revenues of Skadden during such periods. The fees billed by Skadden for these other representations of (i) QIA and (ii) the EQT Entities were, in the aggregate for all such entities,\nless than 0.5% of the total revenues of Skadden for such periods. The fees billed by Skadden for its representation of the Company and its subsidiaries represented less than 0.16% of the total revenues of Skadden for such periods.  Skadden\nexpects to bill the Company for fees in connection with the Merger, the amounts of which have not yet been quantified, but which are expected to represent less than 0.15% of the total revenues of Skadden during such periods.\n\n \n\n(b)  The second paragraph starting on page 27 of the Definitive Proxy Statement entitled “Background of the Merger” is hereby\namended and restated in its entirety as follows:\n\n \n\nOn September 26, 2024, the Company executed a confidentiality agreement with Wells Fargo in connection with financial advisory\nservices regarding a potential transaction. Thereafter, Wells Fargo provided financial advisory services to the Company consistent with the services contemplated by the engagement letter the Company entered into with Wells Fargo on November 11,\n2025. Given the complexity of the potential transaction and the multiple business lines to analyze and consider, the Company hired Wells Fargo as an additional financial advisor.\nWells Fargo was chosen given its expertise in the sector, particularly with respect to renewable energy.\n\n \n\n2.\n\nThe section of the Definitive Proxy Statement entitled “Opinion of J.P. Morgan Securities LLC” starting on page 43 is hereby supplemented as follows:\n\n \n\n \n\n(a)\n\nThe first paragraph on page 46, including the table that follows, under the subheading “Sum-of-the-Parts Public Trading Multiples Analysis” is amended and restated in its\nentirety as follows:\n\n \n\nFor each of the Company business segments, using publicly available information, J.P. Morgan compared selected financial data\nof each such segment with similar data for certain publicly traded companies engaged in businesses which J.P. Morgan judged to be sufficiently analogous to that of the applicable AES business segment. The companies selected by J.P. Morgan to be used for reference for each of the AES business segments are as follows:\n\n \n\nAES Clean Energy (“ACE”)\n\n \n\n•\n\nOrmat Technologies, Inc.\n\n \n\n•\n\nClearway Energy, Inc.\n\n \n\n•\n\nBrookfield Asset Management Ltd.\n\n \n\n•\n\nXPLR Infrastructure, LP\n\n \n\n•\n\nVenture Global, Inc.\n\nAES Indiana and AES Ohio (“U.S. Utilities”)\n\n \n\n•\n\nAlliant Energy Corp\n\n \n\n•\n\nIDACORP Inc\n\n \n\n•\n\nWEC Energy Group, Inc.\n\n \n\n•\n\nAmeren Corp\n\n \n\n•\n\nPortland General Electric Co\n\n•\n\nMDU Resources Group Inc\n\n \n\n•\n\nPinnacle West Capital Corp\n\nAES Andes\n\n \n\n•\n\nEneva S.A.\n\n \n\n•\n\nAuren Energia SA\n\n \n\n•\n\nENGIE Brasil Energia S.A.\n\n \n\n \n\n•\n\nColbún S.A.\n\n \n\n•\n\nCentral Puerto S.A.\n\nAES Southland (“Southland”)\n\n \n\n•\n\nNRG Energy, Inc.\n\n \n\n•\n\nTalen Energy Corp\n\n \n\n•\n\nVistra Corp.\n\nLNG Market in Latin America (“LATAM LNG”)\n\n \n\n•\n\nEneva S.A.\n\n \n\n•\n\nColbún S.A.\n\n \n\n•\n\nExcelerate Energy, Inc.\n\nAES Panama\n\n \n\n•\n\nAuren Energia SA\n\n \n\n•\n\nENGIE Brasil Energia S.A.\n\nAES Global Insurance (“AGIC”)\n\n \n\n•\n\nChubb Ltd\n\n \n\n•\n\nHanover Insurance Group, Inc.\n\n \n\n•\n\nCincinnati Financial Corp\n\n \n\n•\n\nSelective Insurance Group Inc\n\n \n\n•\n\nCNA Financial Corp\n\n \n\n•\n\nFairfax Financial Holdings Ltd\n\n(b)\n\nThe third full paragraph on page 47 under the subheading entitled “Sum-of-the-Parts Public Trading Multiples Analysis” is amended and restated in its\nentirety as follows:\n\n \n\nUsing publicly available information, J.P. Morgan calculated the estimated ratio of each applicable company’s\nfirm value (calculated as the market value of the company’s common stock on a fully diluted basis, plus any net debt and minority interest, which is referred to as “FV”)\n\nto each such company’s 2026 earnings before interest, taxes, depreciation and amortization (which is referred to as “EBITDA”) other than the (i) U.S.\nUtilities comparable companies, for which J.P. Morgan calculated the estimated ratio of each applicable company’s FV to each such company’s 2026 regulated asset base (which is referred to as “RAB”) and (ii) AGIC comparable\ncompanies, for which J.P. Morgan calculated the estimated ratio of each applicable company’s share price to each such\ncompany’s book value. Estimated financial data for the selected companies was based on the selected companies’ filings with the SEC and information J.P. Morgan obtained from FactSet Research Systems and selected equity research\nreports. The multiples and ratios for each of the selected companies were based on the most recent publicly available information.\n\n(c)\n\nThe subsection entitled “Sum-of-the-Parts Public Trading Multiples Analysis” is amended by adding, immediately after the third full paragraph on page 47, the following:\n\n \n\nThe companies selected by J.P. Morgan to be used for reference for each of the AES\nbusiness segments and the multiples observed are as follows:\n\n \n\n \n\nBusiness Segment\n\nMultiple\n\nAES Clean Energy (“ACE”)\n\n \n\n \n\nOrmat Technologies, Inc.\n\n14.5x\n\n \n\nClearway Energy, Inc.\n\n13.0x\n\n \n\nBrookfield Renewable Partners LP\n\n12.8x\n\n \n\nXPLR Infrastructure, LP\n\n10.8x\n\n \n\nVenture Global, Inc.\n\n9.9x\n\nAES Indiana and AES Ohio (“U.S. Utilities”)\n\n \n\nAlliant Energy Corp\n\n1.83x\n\n \n\nIDACORP Inc\n\n1.81x\n\n \n\nWEC Energy Group, Inc.\n\n1.74x\n\n \n\nAmeren Corp\n\n1.61x\n\n \n\nPortland General Electric Co\n\n1.40x\n\n \n\nMDU Resources Group Inc\n\n1.39x\n\n \n\nPinnacle West Capital Corp\n\n1.34x\n\nAES Andes\n\n \n\nEneva S.A.\n\n10.3x\n\n \n\nAuren Energia SA\n\n10.0x\n\n \n\nENGIE Brasil Energia S.A.\n\n9.0x\n\n \n\nColbún S.A.\n\n6.7x\n\n \n\nCentral Puerto S.A.\n\n5.9x\n\nAES Southland (“Southland”)\n\n \n\nNRG Energy, Inc.\n\n11.7x\n\n \n\nTalen Energy Corp\n\n11.3x\n\n \n\nVistra Corp.\n\n11.0x\n\nLNG Market in Latin America (“LATAM LNG”)\n\n \n\n \n\nEneva S.A.\n\n10.3x\n\n \n\nColbún S.A.\n\n6.7x\n\n \n\nExcelerate Energy, Inc.\n\n8.9x\n\nAES Panama\n\n \n\nAuren Energia SA\n\n10.0x\n\n \n\nENGIE Brasil Energia S.A.\n\n9.0x\n\nAES Global Insurance (“AGIC”)\n\n \n\nChubb Ltd\n\n1.6x\n\n \n\nHanover Insurance Group, Inc.\n\n1.6x\n\n \n\nCincinnati Financial Corp\n\n1.5x\n\n \n\nSelective Insurance Group Inc\n\n1.3x\n\n \n\nCNA Financial Corp\n\n1.2x\n\n \n\nFairfax Financial Holdings Ltd\n\n1.2x\n\n(d)\n\nThe last paragraph starting on page 47 under the subheading “Sum-of-the-Parts Public Trading Multiples Analysis” is amended and restated in its entirety as follows:\n\n \n\nAfter applying these reference ranges to the applicable (i) FY 2026E EBITDA, (ii) FY 2026E RAB and (iii) book value of the\nrelevant AES business segments, based on the Forecasts prepared by the management of the Company and approved for J.P. Morgan’s use in connection with its financial analyses, and then adjusting for the Company’s (a) Other International\nSegments, using a cost of equity reference range reflecting the segment’s segments’ intrinsic value of 8.0% to 15.25%, which range was selected by J.P. Morgan based on their experience and\nprofessional judgment, (b) economic interest in Fluence Energy, Inc (“Fluence”), using a 180-day volume weighted average price (“VWAP”) of shares of Fluence common stock of $15.55 per share, (c)\nportfolio adjustments, including adjustments related to probability adjusted risks and opportunities (downsides and upsides) identified by the Company at the business level and contingencies, using a reference range for the weighted average\nFV / EBITDA multiple for FY 2026-2030 of 8.5x to 10.3x, (d) corporate overhead costs, using a reference range for the estimated weighted average FV / EBITDA multiple for 2026 of 8.5x to 10.3x, which was selected by J.P. Morgan based on their experience and professional judgment based on the weighted average of all segment multiples (weighted by EBITDA), and (e) net debt based\non the Forecasts as of December 31, 2025, the analysis indicated an implied per share equity value for Company Common Stock, rounded to the nearest $0.25, of $9.75 to $17.50.\n\n \n\n(e)\n\nThe first paragraph on page 49, including the table that follows, under the subheading “Sum-of-the-Parts Selected Transactions Analysis” is amended and restated in its\nentirety as follows:\n\nThe transactions selected by J.P. Morgan to be used for reference for each of the\nAES business segments are as follows:\n\nMonth / Year Announced\n\n \n\nAcquiror\n\n \n\nTarget\n\n \n\n \n\n \n\nACE\n\n \n\n \n\n \n\nNovember 2019\n\n \n\nCanada Pension Plan Investment Board\n\n \n\nPattern Energy Group Inc.\n\nAugust 2024\n\n \n\nLS Power\n\n \n\nAlgonquin Power & Utilities Corp.\n\nFebruary 2025\n\n \n\nLa Caisse (f/k/a CDPQ)\n\n \n\nInnergex Renewable Energy Inc.\n\nU.S. Utilities\n\n \n\n \n\n \n\n \n\nJune 2019\n\n \n\nInfrastructure Investments Fund\n\n \n\nEl Paso Electric Company\n\nMay 2024\n\n \n\nCanada Pension Plan Investment Board & Global Infrastructure Partners\n\n \n\nALLETE, Inc.\n\nMay 2025\n\n \n\nBlackstone Infrastructure\n\n \n\nTXNM Energy, Inc.\n\nAES Andes\n\n \n\n \n\n \n\n \n\nMay 2021\n\n \n\nEl Águila Energy II SpA\n\n \n\nAES Andes\n\nJuly 2023\n\n \n\nSonnedix Chile Arcadia SpA\n\n \n\nEnel Chile S.A.\n\nJune 2024\n\n \n\nColbún S.A.\n\n \n\nInversiones Latin America Power\n\nFebruary 2026\n\n \n\nCanada Pension Plan Investment Board\n\n \n\nI Squared Capital\n\nFebruary 2023\n\n \n\nCentral Puerto S.A.\n\n \n\nEnel Argentina\n\nFebruary 2023\n\n \n\nCentral Puerto S.A.\n\n \n\nEnel Argentina\n\nSouthland\n\n \n\n \n\n \n\n \n\nNovember 2019\n\n \n\nCanada Pension Plan Investment Board\n\n \n\nPattern Energy Group Inc.\n\nAugust 2024\n\n \n\nLS Power\n\n \n\nAlgonquin Power & Utilities Corp.\n\nFebruary 2025\n\n \n\nLa Caisse (f/k/a CDPQ)\n\n \n\nInnergex Renewable Energy Inc.\n\nJuly 2022\n\n \n\nCapital Power Corporation\n\n \n\nMidland Cogeneration Venture (MCV)\n\nLATAM LNG\n\n \n\n \n\n \n\n \n\nMarch 2025\n\n \n\nExcelerate Energy, Inc.\n\n \n\nNew Fortress Energy Inc.\n\nMay 2022\n\n \n\nEneva S.A.\n\n \n\nNew Fortress Energy Inc. and Ebrasil Energia Ltda.\n\nAES Panama\n\n \n\n \n\n \n\n \n\nMay 2023\n\n \n\nEnfraGen, LLC\n\n \n\nCelsia S.A.\n\nNovember 2020\n\n \n\nEnel Américas S.A.\n\n \n\nEnel Green Power S.p.A.\n\nOther International\n\n \n\n \n\n \n\n \n\nNovember 2023\n\n \n\nActis\n\n \n\nEnel S.p.A.\n\nMay 2022\n\n \n\nKKR\n\n \n\nContourGlobal plc\n\nAGIC\n\n \n\n \n\n \n\n \n\nAugust 2025\n\n \n\nSompo International Holdings Ltd.\n\n \n\nAspen Insurance Holdings Limited\n\nMarch 2025\n\n \n\nThe Doctors Company\n\n \n\nProAssurance Corporation\n\nJuly 2024\n\n \n\nSixth Street Partners, LLC\n\n \n\nEnstar Group Limited\n\nApril 2024\n\n \n\nArch Insurance North America\n\n \n\nAllianz U.S. MidCorp and Entertainment Insurance Businesses\n\nFebruary 2023\n\n \n\nBrookfield Reinsurance\n\n \n\nArgo Group International Holdings, Ltd.\n\nMarch 2022\n\n \n\nBerkshire Hathaway Inc.\n\n \n\nAlleghany Corporation\n\nOctober 2021\n\n \n\nCovéa\n\n \n\nPartnerRe Ltd.\n\nOctober 2018\n\n \n\nRenaissanceRe Holdings Ltd.\n\n \n\nTokio Millennium Re\n\nAugust 2018\n\n \n\nInvestment Funds managed by affiliates of Apollo Global Management, LLC\n\n \n\nAspen Insurance Holdings Limited\n\nMarch 2018\n\n \n\nAXA Group\n\n \n\nXL Group Ltd\n\nJanuary 2018\n\n \n\nAmerican International Group\n\n \n\nValidus Holdings, Ltd.\n\nDecember 2016\n\n \n\nFairfax Financial Holdings Limited\n\n \n\nAllied World Assurance Company Holdings, AG\n\nOctober 2016\n\n \n\nSompo Holdings, Inc.\n\n \n\nEndurance Specialty Holdings Ltd.\n\nApril 2015\n\n \n\nExor\n\n \n\nPartnerRe Ltd.\n\nMarch 2015\n\n \n\nEndurance Specialty Holdings Ltd.\n\n \n\nMontpelier Re Holdings Ltd.\n\n(f)\n\nThe second full paragraph on page 50 under the subheading entitled “Sum-of-the-Parts Selected Transactions Analysis” is amended and restated in its entirety as follows:\n\n \n\nUsing publicly available information, J.P.\nMorgan calculated, for each applicable transaction, the estimated ratio of the target company’s FV implied in the relevant transaction to\nthe target company’s 2025 last-twelve-months (“LTM”) EBITDA, other than selected transactions for the (i)\nACE and Southland business segments, the Company Andes and Other International Segments (other than for countries with non-continuing\nassets), for which J.P. Morgan calculated the estimated ratio of the target company’s FV implied in the relevant transaction to the target company’s 2026 next-twelve-months (“NTM”) EBITDA, (ii) U.S. Utilities business segment, for which J.P. Morgan calculated the estimated ratio of the\ntarget company’s FV implied in the relevant transaction to the target company’s 2025 LTM RAB and (iii) AGIC business\nsegment, for which J.P. Morgan calculated the estimated ratio of the price per share of the target company implied in the relevant transaction to the target company’s book value.\n\n \n\n(g)\n\nThe subsection entitled “Sum-of-the-Parts Selected Transactions Analysis” is amended by adding, immediately after the second full paragraph on page 50, the following:\n\n \n\nThe transactions selected by J.P. Morgan to be used for reference for each of the AES business segments\nand the multiples observed are as follows:\n\n \n\nMonth / Year Announced\n\n \n\nAcquiror\n\n \n\nTarget\n\nMultiple\n\n \n\n \n\nACE\n\n \n\n \n\n \n\n \n\n \n\n \n\nNovember 2019\n\n \n\nCanada Pension Plan Investment Board\n\n \n\nPattern Energy Group Inc.\n\n13.3x\n\n \n\nAugust 2024\n\n \n\nLS Power\n\n \n\nAlgonquin Power & Utilities Corp.\n\n12.5x\n\n \n\nFebruary 2025\n\n \n\nLa Caisse (f/k/a CDPQ)\n\n \n\nInnergex Renewable Energy Inc.\n\n12.5x\n\nU.S. Utilities\n\n \n\n \n\n \n\n \n\n \n\n \n\nJune 2019\n\n \n\nInfrastructure Investments Fund\n\n \n\nEl Paso Electric Company\n\n1.84x\n\n \n\nMay 2024\n\n \n\nCanada Pension Plan Investment Board & Global Infrastructure Partners\n\n \n\nALLETE, Inc.\n\n2.00x\n\n \n\nMay 2025\n\n \n\nBlackstone Infrastructure\n\n \n\nTXNM Energy, Inc.\n\n1.72x\n\nAES Andes\n\n \n\n \n\n \n\n \n\n \n\n \n\nMay 2021\n\n \n\nEl Águila Energy II SpA\n\n \n\nAES Andes\n\n3.5x\n\n \n\nJuly 2023\n\n \n\nSonnedix Chile Arcadia SpA\n\n \n\nEnel Chile S.A.\n\n9.0x\n\n \n\nJune 2024\n\n \n\nColbún S.A.\n\n \n\nInversiones Latin America Power\n\n8.8x\n\n \n\nFebruary 2026\n\n \n\nCanada Pension Plan Investment Board\n\n \n\nI Squared Capital\n\n7.6x\n\n \n\nFebruary 2023\n\n \n\nCentral Puerto S.A.\n\n \n\nEnel Argentina\n\n5.3x\n\n \n\nFebruary 2023\n\n \n\nCentral Puerto S.A.\n\n \n\nEnel Argentina\n\n3.3x\n\nSouthland\n\n \n\n \n\n \n\n \n\n \n\n \n\nNovember 2019\n\n \n\nCanada Pension Plan Investment Board\n\n \n\nPattern Energy Group Inc.\n\n13.3x\n\n \n\nAugust 2024\n\n \n\nLS Power\n\n \n\nAlgonquin Power & Utilities Corp.\n\n12.5x\n\n \n\nFebruary 2025\n\n \n\nLa Caisse (f/k/a CDPQ)\n\n \n\nInnergex Renewable Energy Inc.\n\n12.5x\n\n \n\nJuly 2022\n\n \n\nCapital Power Corporation\n\n \n\nMidland Cogeneration Venture (MCV)\n\n10.5x\n\nLATAM LNG\n\n \n\n \n\n \n\n \n\n \n\n \n\nMarch 2025\n\n \n\nExcelerate Energy, Inc.\n\n \n\nNew Fortress Energy Inc.\n\n8.4x\n\n \n\nMay 2022\n\n \n\nEneva S.A.\n\n \n\nNew Fortress Energy Inc. and Ebrasil Energia Ltda.\n\n7.3x\n\nAES Panama\n\n \n\n \n\n \n\n \n\n \n\n \n\nMay 2023\n\n \n\nEnfraGen, LLC\n\n \n\nCelsia S.A.\n\n7.5x\n\n \n\nNovember 2020\n\n \n\nEnel Américas S.A.\n\n \n\nEnel Green Power S.p.A.\n\n7.5x\n\nOther International\n\n \n\n \n\n \n\n \n\n \n\n \n\nNovember 2023\n\n \n\nActis\n\n \n\nEnel S.p.A.\n\n6.3x\n\n \n\nMay 2022\n\n \n\nKKR\n\n \n\nContourGlobal plc\n\n6.8x\n\nAGIC\n\n \n\n \n\n \n\n \n\n \n\n \n\nAugust 2025\n\n \n\nSompo International Holdings Ltd.\n\n \n\nAspen Insurance Holdings Limited\n\n1.30x\n\n \n\nMarch 2025\n\n \n\nThe Doctors Company\n\n \n\nProAssurance Corporation\n\n1.06x\n\n \n\nJuly 2024\n\n \n\nSixth Street Partners, LLC\n\n \n\nEnstar Group Limited\n\n0.96x\n\n \n\nApril 2024\n\n \n\nArch Insurance North America\n\n \n\nAllianz U.S. MidCorp and Entertainment Insurance Businesses\n\n1.29x\n\n \n\nFebruary 2023\n\n \n\nBrookfield Reinsurance\n\n \n\nArgo Group International Holdings, Ltd.\n\n0.97x\n\n \n\nMarch 2022\n\n \n\nBerkshire Hathaway Inc.\n\n \n\nAlleghany Corporation\n\n1.26x\n\n \n\nOctober 2021\n\n \n\nCovéa\n\n \n\nPartnerRe Ltd.\n\n1.28x\n\n \n\nOctober 2018\n\n \n\nRenaissanceRe Holdings Ltd.\n\n \n\nTokio Millennium Re\n\n1.02x\n\n \n\nAugust 2018\n\n \n\nInvestment Funds managed by affiliates of Apollo Global Management, LLC\n\n \n\nAspen Insurance Holdings Limited\n\n1.12x\n\n \n\nMarch 2018\n\n \n\nAXA Group\n\n \n\nXL Group Ltd\n\n1.51x\n\n \n\nJanuary 2018\n\n \n\nAmerican International Group\n\n \n\nValidus Holdings, Ltd.\n\n1.57x\n\n \n\n \n\n \n\n \n\n \n\n \n\nDecember 2016\n\n \n\nFairfax Financial Holdings Limited\n\n \n\nAllied World Assurance Company Holdings, AG\n\n1.35x\n\n \n\nOctober 2016\n\n \n\nSompo Holdings, Inc.\n\n \n\nEndurance Specialty Holdings Ltd.\n\n1.36x\n\n \n\nApril 2015\n\n \n\nExor\n\n \n\nPartnerRe Ltd.\n\n1.10x\n\n \n\nMarch 2015\n\n \n\nEndurance Specialty Holdings Ltd.\n\n \n\nMontpelier Re Holdings Ltd.\n\n1.21x\n\n(h)\n\nThe last paragraph starting on page 50 under the subheading “Sum-of-the-Parts Selected Transactions Analysis” is amended and restated in its entirety as follows:\n\n \n\nAfter applying the reference ranges listed above to the applicable (i) FY 2026E EBITDA, (ii) FY 2025A EBITDA, (iii) FY 2025A\nregulated asset base and (iv) book value of the relevant AES business segments, each as based on the Forecasts prepared by the management of the Company and approved for J.P. Morgan’s use in connection with its financial analyses, and then\nadjusting for the Company’s (a) economic interest in Fluence, using a 180-day VWAP of shares of Fluence common stock of $15.55 per share, (b) countries with\nnon-continuing assets in the Other International Segments, using the intrinsic discounted cash flow value for each such country, (c) portfolio adjustments, including adjustments related to probability adjusted risks and opportunities (downsides\nand upsides) identified by the Company at the business level and contingencies, using a reference range for the weighted average FV / EBITDA multiple for FY 2026-2030 of 9.3x to 10.8x, (d) corporate overhead costs, using a reference range for the\nactual weighted average FV / EBITDA multiple for 2025 of 9.3x to 10.8x, which was selected by J.P. Morgan based on their experience and professional judgment based on the\nweighted average of all segment multiples (weighted by EBITDA), and (e) net debt based on the Forecasts as of December 31, 2025, the analysis indicated an implied per share equity value for Company Common Stock, rounded to the\nnearest $0.25, of $11.25 to $17.75.\n\n \n\n(i)\n\nThe second paragraph under the subheading “Sum-of-the-Parts Discounted Cash Flow Analysis” on page 51, not including the table that follows, is amended and restated in its\nentirety as follows:\n\n \n\nUsing the Forecasts, J.P. Morgan performed separate discounted cash flow analyses on such AES business segments using the\nlevered or unlevered free cash flows, as applicable, that each AES business segment was forecasted to generate based on the Forecasts (or, as applicable, the portion of such cash flows attributable to the Company). Where applicable, J.P. Morgan\ncalculated ranges of terminal values for the Company business segments at the end of the forecast period for such segment by applying terminal growth rates as indicated below to the levered or unlevered free cash flows, as applicable, of such\nsegment during the terminal year based on the Forecasts. Such terminal growth rates were chosen by J.P. Morgan based on their experience and professional judgment, taking into\naccount the Forecasts and market expectations regarding long-term growth of gross domestic product and inflation. The free cash flows and ranges of terminal values or end-of-asset-life values, as applicable, for each principal\nbusiness segment were discounted to present value using ranges of discount rates which were chosen by J.P. Morgan based on their experience and professional judgment using the\ncapital asset pricing model to analyzebased on an analysis of the cost of equity or the weighted average cost of capital (“WACC”), as applicable, of such\nsegments and which are further described below. The methodologies, assumptions and considerations utilized by J.P. Morgan with respect to each AES business segment are noted below:\n\n \n\n(j)\n\nThe first paragraph starting on page 52 under the subheading “Sum-of-the-Parts Discounted Cash Flow Analysis” is amended and restated in its entirety as follows:\n\n \n\nThe sum-of-the-parts discounted cash flow analyses do not imply the value at which the individual AES business segments could\nbe sold. The present value of the free cash flows and the range of terminal values or end of-of-asset-life values, as applicable, were summed and then adjusted for the Company’s (i)\neconomic interest in Fluence, using a 180-day VWAP of shares of Fluence common stock of $15.55 per share, (ii) portfolio adjustments, using cost of equity applicable\nto the portfolio, (iii) corporate overhead costs, using a WACC selected by J.P. Morgan based on their analysis of the weighted average by value WACC of all the Company business segments, and on\nother factors J.P. Morgan considered appropriate based on their experience and professional judgment and (iv) net debt based on the Forecasts as of December 31, 2025, as\napplicable, and (v) the Company’s taxes, inclusive of tax sharing payments from certain US businesses, using a weighted average cost of equity or WACC, as applicable, of all the Company businesses in the United States, as provided by the\nmanagement of the Company. The analysis indicated an implied per share equity value for Company Common Stock, rounded to the nearest $0.25, of $10.50 to $20.25.\n\n \n\n3.\n\nThe section of the Definitive Proxy Statement entitled “Opinion of Wells Fargo Securities, LLC” starting on page 54 is hereby supplemented as follows:\n\n \n\n \n\n(a)\n\nThe subsection entitled “Discounted Cash Flow Analysis” on page 57 is amended and restated in its entirety as follows:\n\n \n\nWells Fargo performed a discounted cash flow\nanalysis of the Company by calculating the estimated present value of the after-tax levered free cash flows attributable to the Company for the calendar years 2026 through 2030 based on the Forecasts. Wells Fargo calculated a range of implied\nterminal values for the Company by applying to the Company’s estimated adjusted EBITDA for calendar year 2030 a selected range of enterprise value (“EV”) to last-twelve-month (“LTM”) earnings before interest, taxes, depreciation\nand amortization (“EBITDA”) exit multiples of 10.50x to 12.00x, which range was selected by Wells Fargo based on its professional\njudgment and experience based on EV / LTM EBITDA trading multiples of selected publicly traded companies. Wells Fargo then subtracted from the resulting\nrange of implied terminal values the Company’s estimated net debt as\nof December 31, 2030 based on the Forecasts to derive a\nrange of implied terminal equity values for the Company. The after-tax levered free cash flows attributable to the Company and the range of implied terminal equity values were discounted to present values as of December 31, 2025 using a\nselected range of discount rates reflecting the estimated cost of equity for the Company ranging from 10.25% to 12.25%, which range was selected by\nWells Fargo based on its professional judgment and experience. By adding the total equity value of the Company’s ownership of Fluence of $841 million as of as\nof February 25, 2026 and dividing the resulting range by the number of fully diluted shares of Company Common Stock outstanding as of December 31, 2025 of 720 million, as provided by and approved for Wells Fargo’s use by the Company’s management, this analysis indicated an\napproximate implied equity value per share reference range for Company Common Stock of $11.14 to $17.27.\n\n \n\n(b)\n\nThe first paragraph on page 59 under the subheading “Selected Public Companies Analysis” is amended and restated in its entirety as follows:\n\n \n\nBased on these analyses and utilizing its\nprofessional judgment and experience, Wells Fargo applied a selected range of EV / estimated 2026 EBITDA multiples ranging from 9.75x to 11.25x derived from the public trading comparable company analysis to comparable financial data for the\nCompany included in the Forecasts. Wells Fargo calculated a range of implied equity values by subtracting from the resulting range of implied enterprise values the Company’s net debt as of December 31, 2025 based on the Forecasts, and adding (i) the total equity value of the Company’s\nownership of Fluence as of $841 million as of February 25, 2026, (ii) the implied equity value for\nAGIC of $460 million derived by applying a 2026 price /\nearnings (“P/E”) multiple, (iii) the implied equity value of the estimated payment relating to the International Centre for the Settlement of Investment Disputes’ arbitration award issued in the Company’s favor against the Argentine\nRepublic (the “Argentina Settlement”) derived using the Company’s cost of equitya discount rate of 11.25%, which was selected by Wells Fargo based on its professional judgment and experience and (iv) the implied equity values for\nBulgaria, Jordan and the Southland Legacy segments derived by performing separate discounted cash flow analyses for each segment using the after-tax levered free cash flow attributable to the Company from each such business segment and discount\nrates reflecting the estimated cost of equity for the Company ranging from of 10.25% to 12.25%. By dividing this range of implied adjusted equity values by the number of fully diluted\nshares of Company Common Stock outstanding as of December 31, 2025 of 720 million, as provided by and approved for Wells Fargo’s use by the Company’s management, this analysis indicated an approximate implied equity value per share reference range for Company Common Stock of $9.07 to $14.72.\n\n \n\n(c)\n\nThe second paragraph starting on page 60 under the subheading “Selected Transactions Analysis” is amended and restated in its entirety as follows:\n\n \n\nBased on this review and utilizing its\nprofessional judgment and experience, Wells Fargo applied a selected range of EV / LTM EBITDA multiples ranging from 11.5x to 13.0x derived from the selected transactions analysis to comparable financial data for the Company included in the\nForecasts. Wells Fargo calculated a range of implied equity values by subtracting from the resulting range of implied enterprise values the Company’s net debt as of December 31, 2025 based on the Forecasts and adding adjustments for (i) the total equity value of the Company’s ownership of Fluenceas of $841\nmillion as of February 25, 2026, (ii) the implied equity value for AGIC of $460 million derived by applying a 2026 P/E multiple, (iii) the implied equity value for the Argentina Settlement derived using the Company’s cost of equitya discount rate of 11.25%, which was selected by Wells Fargo based on its professional judgment and experience, and\n(iv) the implied equity values for Bulgaria, Jordan and the Southland Legacy segments derived by performing separate discounted cash flow analyses for each segment using the after-tax levered free cash flow attributable to the Company from each\nsuch business segment and discount rates reflecting the estimated cost of equity for the Company ranging from of 10.25% to 12.25%, which range was selected by Wells Fargo based on its professional judgment and experience. By dividing this\nrange of implied adjusted equity values by the number of fully diluted shares of Company Common Stock outstanding as of December 31, 2025 of 720\nmillion, as provided by and approved for Wells Fargo’s use by the Company’s management, this analysis indicated an approximate implied equity value per\nshare reference range for Company Common Stock of $11.31 to $16.39. The per share merger consideration of $15.00 fell within this range.\n\n \n\n4.\n\nThe section of the Definitive Proxy Statement entitled “Forward-Looking Financial Information” starting on page 61 is hereby supplemented as follows:\n\n \n\n(a)\n\nThe subsection entitled “Standalone Case Adjusted EBITDA” on page 63 is amended and restated in its entirety as follows:\n\n \n\nAdjusted EBITDA, in million USD\n\n \n\n2026\n\n \n\n \n\n2027\n\n \n\n \n\n2028\n\n \n\n \n\n2029\n\n \n\n \n\n2030\n\nAES Clean Energy\n\n \n\n661\n\n \n\n \n\n785\n\n \n\n \n\n824\n\n \n\n \n\n1,071\n\n \n\n \n\n1,285\n\nUS Utilities\n\n \n\n799\n\n \n\n \n\n934\n\n \n\n \n\n1,003\n\n \n\n \n\n1,103\n\n \n\n \n\n1,204\n\nAES Andes\n\n \n\n653\n\n \n\n \n\n722\n\n \n\n \n\n704\n\n \n\n \n\n761\n\n \n\n \n\n803\n\nSouthland\n\n \n\n251\n\n \n\n \n\n158\n\n \n\n \n\n157\n\n \n\n \n\n108\n\n \n\n \n\n117\n\nLatam LNG\n\n \n\n252\n\n \n\n \n\n266\n\n \n\n \n\n217\n\n \n\n \n\n237\n\n \n\n \n\n242\n\nAES Panama\n\n \n\n183\n\n \n\n \n\n188\n\n \n\n \n\n194\n\n \n\n \n\n203\n\n \n\n \n\n200\n\nAES Global Insurance Company (AGIC)5\n\n \n\n135\n\n \n\n \n\n144\n\n \n\n \n\n157\n\n \n\n \n\n192\n\n \n\n \n\n233\n\nOther Businesses\n\n \n\n618\n\n \n\n \n\n584\n\n \n\n \n\n514\n\n \n\n \n\n516\n\n \n\n \n\n543\n\nCorporate Costs and Portfolio Adjustments4\n\n \n\n(391)\n\n \n\n \n\n(273)\n\n \n\n \n\n(298)\n\n \n\n \n\n(293)\n\n \n\n \n\n(335)\n\nTotal\n\n \n\n3,162\n\n \n\n \n\n3,507\n\n \n\n \n\n3,472\n\n \n\n \n\n3,898\n\n \n\n \n\n4,2924,251\n\n4\n\nIncludes corporate overhead costs and adjustments related to probability adjusted risks and opportunities (downsides and upsides) identified\nby the Company at the business level and contingencies.\n\n5\n\nThe figures for AGIC were provided to Wells Fargo for its analysis but were not provided to J.P. Morgan, whose valuation of AGIC was\nbased on cash flows and book value (included below).\n\n-END OF SUPPLEMENT TO THE DEFINITIVE PROXY STATEMENT-\n\nCautionary Statement Regarding Forward-Looking Statements\n\nThis communication includes certain “forward-looking statements” within the meaning of, and subject to the safe harbor created by, the federal securities laws,\nincluding statements related to the proposed transaction between AES and Horizon Parent, L.P. (the “Transaction”), including financial estimates and statements as to the expected timing,\ncompletion and effects of the Transaction. These forward-looking statements are based on AES’ current expectations, estimates and projections regarding, among other things, the expected date of closing of the Transaction and the potential benefits\nthereof, its business and industry, management’s beliefs and certain assumptions made by AES, all of which are subject to change. Forward-looking statements involve a number of risks and uncertainties, because they relate to events and depend upon\nfuture circumstances that may or may not occur, such as the consummation of the Transaction and the anticipated benefits thereof. These and other forward-looking statements are not guarantees of future results and are subject to risks,\nuncertainties and assumptions that could cause actual results to differ materially from those expressed in any forward-looking statements. Important risk factors that may cause such a difference include, but are not limited to: (i) the completion\nof the Transaction on anticipated terms and timing; (ii) the risk that the conditions to the completion of the Transaction, including obtaining required stockholder and regulatory approvals, are not satisfied in a timely manner or at all; (iii)\npotential litigation relating to the Transaction, including resulting expense or delay, and the effects of any outcomes related thereto; (iv) the risk that disruptions from the Transaction will harm AES’ business, including current plans and\noperations; (v) the ability of AES to retain and hire key personnel; (vi) potential adverse reactions or changes to business relationships resulting from the announcement or completion of the Transaction; (vii) continued availability of capital and\nfinancing and rating agency actions; (viii) certain restrictions during the pendency of the Transaction that may impact AES’ ability to pursue certain business opportunities or strategic transactions; (ix) significant transaction costs associated\nwith the Transaction; (x) the possibility that the Transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events; (xi) the occurrence of any event, change or other circumstance that could give\nrise to the termination of the Transaction, including in circumstances requiring AES to pay a termination fee or other expenses; (xii) competitive responses to the Transaction; and (xiii) the risks and uncertainties pertaining to AES’ business,\nincluding those set forth in Part I, Item 1A of AES’ most recent Annual Report on Form 10-K and Part II, Item 1A of AES’ subsequent Quarterly Reports on Form 10-Q, as such risk factors may be amended, supplemented or superseded from time to time by\nother reports filed by AES with the SEC. These risks, as well as other risks associated with the Transaction, are more fully discussed in the Proxy Statement provided to AES’ stockholders on or about May 15, 2026 in connection with the Transaction.\nWhile the list of factors presented here, and the list of factors presented in the Proxy Statement, is considered representative, no such list should be considered a complete statement of all potential risks and uncertainties. Unlisted factors may\npresent significant additional obstacles to the realization of forward-looking statements. These forward-looking statements speak only as of the date they are made, and AES does not undertake to and specifically disclaims any obligation to update\nor revise any forward-looking statements, whether as a result of new information, future events or otherwise.\n\nImportant Additional Information and Where to Find It\n\nThis communication may be deemed to be solicitation material in respect of the proposed transaction between AES and Horizon Parent, L.P. In connection with the\nproposed transaction, AES has filed with the Securities and Exchange Commission (“SEC”) a definitive proxy statement on Schedule 14A (the “Proxy Statement”) relating to the approval of the proposed transaction and commenced mailing of the Proxy\nStatement to its stockholders on or about May 15, 2026. This document is not a substitute for the Proxy Statement or any other document AES has filed or may file with the SEC in connection with the proposed transaction. INVESTORS AND SECURITY\nHOLDERS ARE URGED TO READ THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY, BECAUSE THEY CONTAIN OR WILL\nCONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND RELATED MATTERS. Investors and security holders may obtain free copies of the Proxy Statement and other documents that are filed or will be filed with the SEC by AES through the SEC’s\nwebsite at www.sec.gov or through AES’ website at https://www.aes.com/investors/ or by contacting AES’ Investor Relations Team at invest@aes.com.\n\nParticipants in the Solicitation\n\nAES, its directors and officers and other employees may be deemed to be participants in the solicitation of proxies from AES’ stockholders in connection with the\nproposed transaction. Additional information regarding the identity of the participants, including a description of their direct or indirect interests, by security holdings or otherwise, is set forth in the Proxy Statement and other materials filed\nor to be filed with the SEC in connection with the proposed transaction (if and when they become available). Information relating to the foregoing can also be found in the “Compensation Discussion & Analysis,” “Security Ownership of Certain\nBeneficial Owners, Directors, and Executive Officers” and “Proposal 1: Election of Directors” sections in AES’ proxy statement for its 2026 annual meeting of stockholders, which was filed with the SEC on March 20, 2026 (the “Annual Meeting Proxy\nStatement”). To the extent holdings of securities by potential participants (or the identity of such participants) have changed since the information printed in the Annual Meeting Proxy Statement, such information has been or will be reflected on\nAES’ Initial Statements of Beneficial Ownership on Form 3 and Statements of Change in Ownership on Form 4 that are filed or will be filed with the SEC. You may obtain free copies of these documents (when available) using the sources indicated\nabove.\n\nSIGNATURES\n\nPursuant 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\nundersigned hereunto duly authorized.\n\n \n\nTHE AES CORPORATION\n\n \n\n \n\n \n\nDate: June 12, 2026\n\nBy:\n\n/s/ Paul L. Freedman\n\n \n\n \n\nPaul L. Freedman\n\n \n\n \n\nExecutive Vice President, General Counsel and Corporate Secretary"}