DEF 14A of American Electric Power Co Inc, Mar 18, 2026

DEF 14A of American Electric Power Co Inc

Filed Mar 18, 2026 · FY20250000004904-26-000022

Open on EDGAR

  1. Item 1. Election of Directors

    Item 1. Election of Directors As of the filing date of this proxy statement, AEP’s Board of Directors consists of 12 members. On December 22, 2025, the Company entered into a Board Observer Agreement (the “Board Observer Agreement”) with the Icahn Group (as defined herein) and Andrew J. Teno (together with the Icahn Group, “Icahn”), pursuant to which the Company and Icahn agreed, among other things, (i) to terminate the Director Appointment and Nomination Agreement described below in “Certain Relationships and Related Person Transactions”; and (ii) that Hunter C. Gary would not be nominated for election to the Board at the Company's 2026 Annual Meeting. On February 13, 2026, Hank P. Linginfelter notified the Board that he would not stand for re-election to the Board at the Company’s 2026 Annual Meeting. Mr. Linginfelter stated that his decision is not due to any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices. Therefore, the Board of Directors has authorized a reduction in the size of the Board to 10 members, effective April 28, 2026, as permitted by the Bylaws. Ten directors are to be elected at the 2026 Annual Meeting to hold office until the next annual meeting and until their successors have been elected and qualified. AEP’s Bylaws provide that the number of directors of AEP shall be such number, not less than 9 nor more than 17, as shall be determined from time to time by resolution of the Board. All of the nominees were nominated by the Board on the recommendation of the Nominating and Governance Committee following an individual evaluation of each nominee’s qualifications and their 2025 performance. All of the nominees were last elected by shareholders at the 2025 annual meeting of shareholders. The proxies named on the proxy card or their substitutes will vote for the Board’s nominees, unless instructed otherwise. We do not expect any of the nominees will be unable to stand for election or be unable to serve if elected. If a vacancy in the slate of nominees occurs before the meeting, the proxies may be voted for another person nominated by the Board or the number of directors may be reduced accordingly. The Board of Directors unanimously recommends a vote FOR each of the director nominees below. Biographical Information. The following brief biographies of the nominees include their principal occupations, ages on the date of this proxy statement, accounts of their business experience and other relevant information. Data with respect to the number of shares of AEP’s common stock and stock-based units beneficially owned by each nominee appears on page 91.

  2. Nominees For Director

    Nominees For Director

  3. Nominees For Director

    | Bill Fehrman | Chair, President, and CEO | Other Public Company Directorships: | | | American Electric Power Company, Inc. | • None | | | Age: 65 | Prior Public Company Directorships Held in the Past Five Years: | | | Director Since: August 2024 | • Centuri Holdings, Inc. | | | Independent: No | • Vestas Wind Systems A/S | | | AEP Committees: | | | | • Executive | |

  4. Nominees For Director

    Elected president and chief executive officer of the Company effective as of August 1, 2024, and chair of the Board effective August 1, 2025. Mr. Fehrman served as president and chief executive officer of Centuri Holdings, Inc., a strategic infrastructure services company, from January 2024 to July 2024. Mr. Fehrman served as president, chief executive officer, and a director of Berkshire Hathaway Energy Company (BHE), a subsidiary of Berkshire Hathaway, Inc., a multinational conglomerate (2018-2023). President and chief executive officer of MidAmerican Energy Company (2007-2018). Mr. Fehrman served in a variety of other roles prior to this, including president and chief executive officer of Berkshire Hathaway Energy Renewables, president and chief executive officer of PacifiCorp Energy, and president and chief executive officer of Nebraska Public Power District. Mr. Fehrman’s qualifications to serve on the Board include his senior executive experience in the regulated electric utility industry, experience as a public company director, and deep knowledge of the Company as our chief executive officer. Mr. Fehrman has a diverse background in finance, operations, regulatory matters, safety, cybersecurity, and renewable energy. His extensive experience in the utility industry provides valuable insight into both the risks we face and effective management of those risks to deliver strong results over the long term. His involvement in the utility industry also provides significant expertise on regulatory and policy issues that are central to our business.

  5. Nominees For Director

    | Ben Fowke | Retired Chairman, CEO and President | Other Public Company Directorships: | | | Xcel Energy Inc. | • None | | | Age: 67 | Prior Public Company Directorships Held in the Past Five Years | | | Director Since: February 2022 | • Xcel Energy Inc. | | | Independent: Yes | | | | AEP Committees: | | | | • Executive | | | | • Finance (Chair) | | | | • Human Resources | | | | • Nominating and Governance | |

  6. Nominees For Director

    Former interim chief executive officer and president of the Company from February 2024 to July 2024, and senior advisor from August 2024 to October 2024. Retired chairman of the board of directors of Xcel Energy Inc., a utility holding company (Xcel) (2011-2021), and retired chief executive officer of Xcel (2011-2021). Mr. Fowke served as president of Xcel (2011-2020), chief operating officer of Xcel (2009-2011), and chief financial officer of Xcel (2003-2009). Mr. Fowke also served as chief executive officer of Xcel’s utility subsidiaries Northern States Power Company, Public Service Company of Colorado, and Southwestern Public Service Co. (2015-2021). Mr. Fowke’s qualifications to serve on the Board include his executive experience in the regulated electric and gas utility industry and his experience as a public company director. Having served as a chief financial officer, he has a strong background in finance, financial reporting, and shareholder outreach. Mr. Fowke also has experience in environmental issues, operations, and the energy business. His extensive experience in the utility industry provides both valuable insight into the risks we face and effective management of those risks to deliver strong results over the long term. His involvement in the utility industry also provides significant expertise on regulatory and policy issues that are central to our business.

  7. Nominees For Director

    | Art A. Garcia | Retired Executive Vice President and CFO, | Other Public Company Directorships: | | | Ryder System, Inc. | • ABM Industries Incorporated | | | | • Elanco Animal Health Incorporated | | | | • Raymond James Financial, Inc. | | | Age: 64 | | | | Director Since: September 2019 | Prior Public Company Directorships Held in the Past Five Years: | | | Independent: Yes | • None | | | AEP Committees: | | | | • Audit (Chair) | | | | • Finance | |

  8. Nominees For Director

    Retired chief financial officer of Ryder System, Inc. (Ryder), a provider of fleet management, supply chain management, and logistic solutions (2010-2019). Senior vice president and controller of Ryder (2005-2009). Mr. Garcia is a certified public accountant who began his career with Coopers & Lybrand before joining Ryder. Mr. Garcia’s qualifications to serve on the Board include his corporate finance and accounting expertise as a chief financial officer and his experience as a public company director. While at Ryder, Mr. Garcia held several positions of increasing responsibility, including group director accounting services, as well as senior vice president and corporate controller before his appointment as chief financial officer. Mr. Garcia also oversaw corporate strategy and development and led the reengineering of the company’s finance function to drive increased efficiencies. His extensive finance expertise provides valuable insight in the areas of financial reporting and accounting and controls. He also brings to the Board relevant experience in risk management, regulated industries, safety, and strategy development.

  9. Nominees For Director

    | Sandra Beach Lin | Retired CEO, | Other Public Company Directorships: | | | Calisolar, Inc. | • Avient Corporation | | | | • Trinseo PLC | | | Age: 68 | | | | Director Since: July 2012 | Prior Public Company Directorships Held in the Past Five Years: | | | Independent: Yes | • None | | | AEP Committees: | | | | • Audit | | | | • Executive | | | | • Nominating and Governance (Chair) | | | | • Technology | |

  10. Nominees For Director

    Retired chief executive officer of Calisolar, Inc., a solar silicon company (2010-2011). Executive vice president, then corporate executive vice president of Celanese Corporation, a global hybrid chemical company (2007-2010). Previous senior operating roles at Avery Dennison, Alcoa, and Honeywell. National Association of Corporate Directors Board Leadership Fellow. Ms. Lin’s qualifications to serve on the Board include her extensive senior executive experience managing large global businesses in multiple industries and her experience as a public company director. Ms. Lin has served as a senior executive in operational roles at numerous industrial manufacturing sites, which gave her significant experience in employee safety and manufacturing. In her senior leadership positions, she created and executed strategies in diverse industries, including automotive, packaging, specialty chemicals, and solar energy. She also has extensive knowledge of sales and marketing. In her executive leadership as the chief executive officer of a materials supplier to the solar industry, she helped bring to market new, innovative technology to reduce costs to solar cell manufacturers.

  11. Nominees For Director

    | Margaret M. McCarthy | Retired Executive Vice President - | Other Public Company Directorships: | | | Technology Integration, | • Alignment Healthcare | | | CVS Health Corporation | • First American Financial Corporation | | | | • Marriott International Inc. | | | Age: 72 | | | | Director Since: April 2019 | Prior Public Company Directorships Held in the Past Five Years: | | | Independent: Yes | • Brighthouse Financial, Inc. | | | AEP Committees: | | | | • Audit | | | | • Nuclear Oversight | | | | • Technology | |

  12. Nominees For Director

    Retired executive vice president-Technology Integration of CVS Health Corporation, a U.S.-based healthcare company (2018-2019). Executive vice president of operations and technology for Aetna, Inc., a diversified health care benefits company (2010-2018). Prior to joining Aetna in 2003, she served in information technology-related roles at CIGNA Healthcare and Catholic Health Initiatives. Ms. McCarthy’s qualifications to serve on the Board include her extensive senior executive experience in the healthcare industry and her experience as public company director. Ms. McCarthy was responsible for innovation, technology, data security, procurement, real estate, and service operations at Aetna. Ms. McCarthy also worked in technology consulting at Accenture and was a consulting partner at Ernst & Young. She was previously a director of a data center and cloud security company. She has extensive experience in the regulated insurance industry, business strategy, customer experience, and cyber and physical security.

  13. Nominees For Director

    | Daryl Roberts | Retired Senior Vice President and Chief | Other Public Company Directorships: | | | Operations and Engineering Officer, | • AdvanSix | | | DuPont de Nemours Inc. | | | | Age: 57 | Prior Public Company Directorships Held in the Past Five Years: | | | Director Since: December 2020 | • None | | | Independent: Yes | | | | AEP Committees: | | | | • Human Resources | | | | • Nominating and Governance | | | | • Technology | |

  14. Nominees For Director

    Owner of DRM Consulting and Advisory Services, LLC. Retired senior vice president and chief operations and engineering officer of DuPont de Nemours Inc., a diversified global specialty chemicals company (2018-2025). Vice president, Manufacturing, Engineering and Regulatory Services (2015-2018), and senior director, Manufacturing and Regulatory Services of Arkema S.A. (2012-2015). Mr. Roberts served in various manufacturing, health and safety, operations and engineering positions at Arkema S.A. (1998-2012). Mr. Roberts’ qualifications to serve on the Board include his service as a senior executive in the global manufacturing industry. He also brings to the Board relevant experience in engineering, manufacturing, operations, regulatory, and health and safety. Through his roles in the manufacturing industry, he also has experience managing compliance, regulatory, and public policy matters.

  15. Nominees For Director

    | Joseph G. Sauvage | Retired Vice Chairman and Chairman, | Other Public Company Directorships: | | | Global Power, Utilities, and Renewables, | • None | | | Citigroup Inc. | | | | Age: 73 | Prior Public Company Directorships Held in the Past Five Years: | | | Director Since: April 2025 | • None | | | Independent: Yes | | | | AEP Committees: | | | | • Audit | | | | • Finance | |

  16. Nominees For Director

    Retired vice chairman and chairman of Global Power, Utilities, and Renewables of Citigroup, an investment bank and financial services company (2008-2024). Prior to joining Citigroup, Mr. Sauvage served in investment banking roles at Lehman Brothers, Inc. (1977-2008), including vice chairman and global head of Power, Utilities, and Renewables. Mr. Sauvage served as a vice chairman of the Wall Street Advisory Group and as a member of the executive committee for the EPRI Advisory Council. Mr. Sauvage brings extensive expertise in strategic mergers and acquisitions (M&A), financial restructuring, and complex capital raises. This experience, combined with broad-based expertise in capital markets, has equipped him with a deep understanding of the challenges and opportunities facing power and utility companies, making him a valuable asset for Board discussions and decision-making. Having worked with prominent clients in the industry has provided him with the opportunity to develop strong relationships with financial sponsors and other alternative capital market providers as well as insight into market dynamics, positioning him to contribute effectively to the Board’s strategic initiatives and efforts to access the capital markets.

  17. Nominees For Director

    | Daniel G. Stoddard | Owner and Principal | Other Public Company Directorships: | | | Stoddard Consulting Services, LLC | • None | | | Age: 63 | Prior Public Company Directorships Held in the Past Five Years: | | | Director Since: August 2023 | • None | | | Independent: Yes | | | | AEP Committees: | | | | • Audit | | | | • Nuclear Oversight (Chair) | | | | • Technology | |

  18. Nominees For Director

    Mr. Stoddard has been the owner and principal of Stoddard Consulting Services, LLC, which provides consulting services to the utility industry, with a focus on nuclear generation, since 2024. Retired senior vice president and chief nuclear officer of Dominion Energy, Inc., a utility holding company (Dominion) (2016-2023) and retired president-contracted assets of Dominion (2019-2023). Mr. Stoddard also served as senior vice president-nuclear operations of Dominion (2011-2016), and vice president-nuclear operations of Dominion (2010-2011). Mr. Stoddard’s qualifications to serve on the Board include his nuclear expertise as the chief nuclear officer of Dominion where he oversaw the operations of Dominion’s seven nuclear units in three states, and his experience managing renewables facilities as president of Dominion’s contracted assets business where he oversaw more than 50 contracted solar generating facilities in nine states. Mr. Stoddard brings to the Board decades of experience in the nuclear and utility industries, including high level executive management and business oversight experience. He has substantial experience working with federal government administrators, which provides valuable insights in governmental and regulatory issues. His extensive experience in operations provides insights in risk management, safety, personnel development, and environmental matters. His experience in the nuclear industry also provides him substantial experience in physical security and cybersecurity.

  19. Nominees For Director

    | Sara Martinez Tucker | Former CEO, | Other Public Company Directorships: | | | National Math and Science Initiative | • Service Corporation International | | | Age: 70 | Prior Public Company Directorships Held in the Past Five Years: | | | Director Since: January 2009 | • Cornerstone OnDemand, Inc. | | | Independent: Yes | | | | AEP Committees: | | | | • Executive | | | | • Human Resources (Chair) | | | | • Nominating and Governance | |

  20. Nominees For Director

    Former chair of the Board of the Company from February 2024 to August 2025. Former chief executive officer of the National Math and Science Initiative (2013-2015). From 2009 to February 2013, independent consultant. Former Under Secretary of Education in the U.S. Department of Education (2006-2008). Chief executive officer and president of the Hispanic Scholarship Fund (1997-2006). Retired executive of AT&T. Ms. Tucker’s qualifications to serve on the Board include her experience in governmental affairs in the highly regulated telecommunications industry and as the Under Secretary of Education, her management positions in human resources and customer service operations, and her experience as a public company director. Her leadership positions in government and education provide perspective on social responsibility and diversity. Ms. Tucker brings to the Board relevant expertise from her various leadership positions in government and education and her business experience at AT&T in regulatory affairs, government and public policy matters. As an executive at AT&T, she gained experience in consumer and retail businesses and human resources.

  21. Nominees For Director

    | Lewis Von Thaer | President and CEO, | Other Public Company Directorships: | | | Battelle Memorial Institute | • KBR, Inc. | | | Age: 65 | Prior Public Company Directorships Held in the Past Five Years: | | | Director Since: February 2022 | • None | | | Independent: Yes | | | | AEP Committees: | | | | • Human Resources | | | | • Nuclear Oversight | | | | • Technology (Chair) | |

  22. Nominees For Director

    President and chief executive officer of Battelle Memorial Institute, the world’s largest independent research and development organization, since October 2017. Mr. Von Thaer served as chief executive officer of DynCorp International (2015-2017), executive vice president and president of the National Security Sector of Leidos, Inc. (2013-2015), and corporate vice president of General Dynamics Corporation and president of its Advanced Information Systems division (2005-2013). Mr. Von Thaer’s qualifications to serve on the Board include his technology expertise as the chief executive officer of Battelle and his experience as a director of Pacific Northwest National Laboratory and UT-Battelle (the operator of Oak Ridge National Laboratory). Mr. Von Thaer brings to the Board decades of employment in the global manufacturing and research industries, including high level executive management and business oversight experience. He has substantial experience working with federal government administrators, which provides valuable insights in governmental, regulatory, and public policy issues. His extensive experience in management and operations provides insights in risk management, safety and health, personnel development, and environmental matters. As a former Bell Laboratories engineer and a member of the defense science board from 2010-2012, Mr. Von Thaer also brings significant engineering experience.

  23. AEP’s Board of Directors and Committees

    AEP’s Board of Directors and Committees Board Meetings. The Board expects that its members will rigorously prepare for, attend and participate in all Board and applicable committee meetings. Directors are also expected to become familiar with AEP’s management team and operations as a basis for discharging their oversight responsibilities. During 2025, the Board held seven regular meetings and one special meeting. AEP typically encourages, but does not require, members of the Board to attend the annual shareholder meeting. Last year, all directors serving on the Board at that time attended the annual meeting virtually. Committees. As of the filing date of this proxy statement, the Board currently has seven standing committees. The table below shows the number of meetings conducted in 2025 by each committee and the directors who currently serve on these committees. The average director attendance in 2025 was 98.2%. Each director attended 90.5% or more of the meetings of the Board and committees on which he or she served during 2025. On December 2, 2025, the Board approved, effective July 1, 2026, a reduction in the number of active committees of the Board from seven to five by (i) eliminating the Finance Committee and allocating its responsibilities and duties between the full Board and the Audit Committee; and (ii) combining the Nominating and Governance Committee and the Human Resources Committee, and renaming the combined committee the Nominating, Governance & Compensation Committee. These changes were made to eliminate overlapping content currently presented in the Audit Committee, Finance Committee, and Chief Financial Officer’s Board reports and consolidate the complementary work of the Human Resources Committee and the Nominating and Governance Committee. On December 22, 2025, the Board adopted amendments to the Bylaws of the Company, effective July 1, 2026, to update Section 17 of the Bylaws to reflect a change in the name of the Governance Committee to Nominating, Governance & Compensation Committee.

  24. AEP’s Board of Directors and Committees

    | | BOARD COMMITTEES | | | | | | | | DIRECTOR | Audit | Executive | Finance | Human Resources | Nominating and Governance | Nuclear Oversight | Technology | | Mr. Fehrman | | X (Chair) | | | | | | | Mr. Fowke | | X | X (Chair) | X | X | | | | Mr. Garcia | X (Chair)* | | X | | | | | | Mr. Gary | X* | | | | | | X | | Ms. Lin | X* | X | | | X (Chair) | | X | | Mr. Linginfelter | | | X | | | X | | | Ms. McCarthy | X | | | | | X | X | | Mr. Roberts | | | | X | X | | X | | Mr. Sauvage | X* | | X | | | | | | Mr. Stoddard | X* | | | | | X (Chair) | X | | Ms. Tucker | | X | | X (Chair) | X | | | | Mr. Von Thaer | | | | X | | X | X (Chair) | | 2025 Meetings | 7 | 0 | 4 | 6 | 5 | 4 | 4 |

  25. AEP’s Board of Directors and Committees

    *Audit Committee financial expert The functions of the committees are described below. The committee charters provide a more detailed discussion of the purposes, duties, and responsibilities of the committees. The charters for each of our standing committees can be found on our website at aep.com/investors/governance. The Audit Committee is responsible for, among other things, (i) the appointment of the independent registered public accounting firm (independent auditor) for the Company; (ii) reviewing with the independent auditor the plan and scope of the audit and approving audit fees; (iii) monitoring the adequacy of financial reporting and internal controls over financial reporting; and (iv) meeting periodically with the internal auditor and the independent auditor. Consistent with the rules of Nasdaq and the SEC and our Director Independence Standards, all members of the Audit Committee are independent. The Board has also determined that Messrs. Garcia, Sauvage, and Stoddard, and Ms. Lin are “audit committee financial experts” as defined by SEC rules. The Executive Committee is empowered to exercise all the authority of the Board, subject to certain limitations prescribed in the Bylaws, during the intervals between meetings of the Board. The Finance Committee monitors and reports to the Board with respect to the capital requirements and financing plans and programs of AEP and its subsidiaries, including reviewing and making recommendations concerning their short- and long-term financing plans and programs. The Finance Committee also provides recommendations to the Board on dividend policy, including the declaration and payment of dividends. The Finance Committee also reviews and approves the treasury policies of the Company. The Human Resources Committee (the HR Committee) annually reviews and approves AEP’s executive compensation in the context of the performance of management and the Company. Each of the current members of the HR Committee has been determined to be independent by the Board in accordance with Nasdaq and SEC rules applicable for board and committee service and our Director Independence Standards. Each member is also a “non-employee director” as defined in SEC Rule 16b-3 under the Exchange Act. The HR Committee also reviews the Compensation, Discussion and Analysis section of this proxy statement, and recommends that it be included in the Company’s Annual Report on Form 10-K. For a more complete description of the HR Committee’s responsibilities, see the Human Resources Committee Report on page 62. The Nominating and Governance Committee (the Governance Committee) is responsible for: 1.Recommending the size of the Board within the limits imposed by the Bylaws. 2.Recommending selection criteria for nominees for election or appointment to the Board. 3.Conducting independent searches for qualified nominees and screening the qualifications of candidates recommended by others. 4.Recommending to the Board nominees for appointment to fill vacancies on the Board as they occur and the slate of nominees for election at the annual meeting. 5.Reviewing and making recommendations to the Board with respect to compensation of directors and corporate governance. 6.Recommending members to serve on committees and chairs of the committees of the Board. 7.Reviewing the independence and possible conflicts of interest of directors and executive officers. 8.Overseeing the AEP Corporate Compliance Program. 9.Overseeing AEP’s political engagement. 10.Overseeing the annual evaluation of individual directors. 11.Monitoring AEP’s Related Person Transaction Approval Policy. 12.Overseeing AEP’s Corporate Sustainability Report. Consistent with the rules of Nasdaq and the SEC and our Director Independence Standards, all members of the Governance Committee are independent. The Nuclear Oversight Committee is responsible for overseeing and reporting to the Board with respect to the management and operation of AEP’s nuclear generation. The Technology Committee provides review and oversight of AEP’s information technology strategy and investments, including internal and external labor strategy; provides review and oversight of AEP’s framework and programs designed to address risks related to cybersecurity, artificial intelligence, information technology, and associated operational resiliency; and otherwise provides review and oversight of issues related to setting the information technology and cybersecurity strategy of the Company. The Technology Committee is also responsible for overseeing and reporting to the Board on emerging and innovative business solutions, including new technologies such as nuclear small modular reactors (SMRs).

  26. Corporate Governance

    Corporate Governance AEP maintains a corporate governance page on its website that includes key information about corporate governance initiatives, including AEP’s Principles of Corporate Governance (Principles), AEP’s Principles of Business Conduct, Code of Business Conduct and Ethics for Members of the Board of Directors, Director Independence Standards, Political Engagement Policy and charters for the Audit Committee, the Governance Committee and the HR Committee. The corporate governance page can be found at aep.com/investors/governance. Printed copies of all of these materials also are available without charge upon written request to Investor Relations at: AEP, attention: Investor Relations, 1 Riverside Plaza, Columbus, Ohio 43215. We are committed to strong governance practices that protect the long-term interests of our shareholders. Our governance framework includes the following key governance best practices:

  27. Corporate Governance

    | Governance Highlights | | | | | • | 9 out of 10 director nominees are independent | • | Annual shareholder engagement on governance issues, including strategy with independent Lead Director participation | | • | Strong independent Lead Director with clearly delineated duties | • | Executive sessions of non-management directors, with limited exception, before and after every Board meeting | | • | Annual election of all directors | • | Robust stock ownership requirements for executive officers and non-employee directors | | • | Majority voting in the election of directors with director resignation policy (plurality standard to apply in contested elections) | • | Risk oversight by full Board and Committees | | • | Annual Board and Committee self-evaluations, including individual Board member evaluations | • | Board and Committees may hire outside advisors independently of management | | • | Audit Committee, HR Committee, and Governance Committee composed entirely of independent directors | • | Board members limited to four public company directorships | | • | Diverse Board in terms of background and specific skills and qualifications | • | Proxy access for shareholders |

  28. Directors

    Directors

  29. Qualifications

    Qualifications The Principles are available on our website at aep.com/investors/governance. With respect to director qualifications and attributes, the Principles provide that, in nominating a slate of directors, it is the Board’s objective, with the assistance of the Governance Committee, to select individuals with skills and experience to effectively oversee management’s operation of the Company’s business. In addition, the Principles provide that directors should possess the highest personal and professional ethics, integrity, and values, and be committed to representing the long-term interests of the shareholders. Directors must also have an inquisitive and objective perspective, practical wisdom and mature judgment. In addition, they should have skills and experience that mesh effectively with the skills and experience of other Board members, so that the talents of all members blend together to be as effective as possible in overseeing a large energy business. These requirements are expanded upon in the Criteria for Evaluating Directors (Criteria). The Criteria are available on the Company’s website at aep.com/investors/governance.

  30. Annual Board and Committee Self-Evaluations

    Annual Board and Committee Self-Evaluations The Board conducts an annual self-evaluation to assess whether the Board, its committees, and each member of the Board are working effectively, and to provide an opportunity to reflect upon and improve processes and effectiveness. Each committee conducts its own annual self-evaluation and reports the results to the Board. Each committee’s evaluation includes an assessment of the committee’s compliance with the Principles and the committee’s charter. For further discussion on the evaluation process, see Annual Board, Committee, and Individual Director Evaluations on page 29.

  31. Director Onboarding and Continuing Education

    Director Onboarding and Continuing Education Our onboarding process is designed to familiarize new directors with our businesses, strategies, and policies and to assist new directors in developing Company and industry knowledge to optimize their service on the Board. New directors meet with leaders of our various business functions to gain a better understanding of the strategy and priorities of the Company, as well as visiting key assets and operations in our service territory. The Board believes that the Company’s success in achieving its long-term strategic objectives requires its members to participate in continuous learning to promote the investment in knowledge of the opportunities and challenges faced by the Company. To that end, the members of the Board are encouraged to take advantage of various resources available to them, including attendance at seminars and conferences offered by third parties, to enhance the skills and knowledge directors use to perform their responsibilities. Management periodically provides the Board with a current list of education opportunities available for directors. In addition, the Company is a member of G100’s Board Excellence program, a program for promoting board performance, and membership is available to all members of the Board. In the Board’s assessment that was reviewed in early 2025, the Board identified topics on which they would like to receive additional education and briefings, guidance on additional metrics they would like to see regularly, and best practices that they had observed during the year. In direct response, we facilitated director site visits, including to one of the Company’s renewable energy facilities. We also conducted director education sessions throughout the year for the Board and Committees, including, as appropriate, outside speakers. Topics addressed included industry and economic trends and a review of the nuclear power industry and the performance of the Company’s nuclear generating facility.

  32. Diversity

    Diversity The Criteria also includes the Company’s statement regarding how the Board considers diversity in identifying nominees for our Board. The Criteria provides for the following objectives and considerations. Two central objectives in selecting board members and continued board service are that the skills, experiences and perspectives of the Board as a whole should be broad and diverse, and that the talents of all members of the Board should blend together to be as effective as possible. Diversity in background, age, tenure of board service, and geography of directors, consistent with the Board’s requirements for knowledge, standards, and experience, are desirable in the mix of Board members. Our Governance Committee considers these criteria each year as it determines the slate of director nominees to recommend to the Board for election at our annual meeting. It also considers these criteria each time a new director is recommended for election or appointment to the Board. The Governance Committee is committed to including qualified candidates who reflect diverse backgrounds in each director search. Understanding the importance of Board composition and refreshment for effective oversight, the Governance Committee strives to maintain an appropriate balance of tenure, diversity, skills, and experience on the Board. Below are highlights of the composition of our director nominees:

  33. Director Nominee Diversity

    Director Nominee Diversity

  34. Selection of Director Candidates

    Selection of Director Candidates The Governance Committee is responsible for recruiting new directors and identifies, evaluates, and recommends director candidates to the Board. In addition, the Chair meets with the Governance Committee to regularly assess the appropriate size and composition of the Board, the needs of the Board and the respective committees of the Board, and the qualifications of candidates in light of these needs. Candidates may come to the attention of the Governance Committee through shareholders, management, current members of the Board, or search firms. Shareholders who wish to recommend director candidates to the Governance Committee may do so by following the procedures described in Shareholder Proposals and Nominations.

  35. Linking Business Strategy with Key Skills Represented on the Board

    Linking Business Strategy with Key Skills Represented on the Board AEP’s long-term strategy is to be a pure play, regulated, electric utility focused on investment in infrastructure and energy solutions that customers want and need. We are committed to improving our customers’ lives with reliable, affordable power. We are also focused on building a smarter energy infrastructure and delivering new technologies and custom energy solutions to our customers. We operate and maintain the nation’s largest electricity transmission system with 40,000 line circuit miles and more than 252,000 line circuit miles of distribution to efficiently deliver safe, reliable power to nearly 5.6 million regulated customers in 11 states. AEP also is one of the nation’s largest electricity producers with approximately 30,000 megawatts of diverse generating capacity. The Governance Committee and the Board regularly consider the Company’s strategy and the particular skills, experiences, and other qualifications that should be represented on the Board as a whole, to effectively oversee the Company’s strategic direction. As part of the Board’s succession planning, the Board reviews the skills currently represented on the Board but, more importantly, focuses on the skills needed in the short-, medium-, and long-term. We believe that our director nominees, taken as a group, possess the skills and expertise appropriate for maintaining an effective Board aligned with the Company’s long-term strategy. Listed below are summaries of specific qualifications that the Governance Committee and the Board believe should be represented on the Board.

  36. Linking Business Strategy with Key Skills Represented on the Board

    | Senior Executive Leadership and Business Strategy | | Regulated Industry Experience | | | | Directors who hold or have held significant senior leadership experience as a CEO or senior executive provide the Company with unique insights. They generally possess extraordinary leadership skills as well as the ability to recognize and develop leadership skills in others. They have a practical understanding of organizations, strategy, and risk management, and know how to drive growth. | | Our business is heavily regulated. AEP engages in a complex business with significant public policy and public safety implications. A portion of our business deals with nuclear regulations and operations. The development and execution of our strategy depend on directors who have experience with public policy issues in heavily regulated industries, energy markets, technology, renewable energy, and electric transmission and distribution infrastructure. | | Government, Legal, and Environmental Affairs | | Industrial Operations and Safety Experience | | | | AEP is engaged in a business that is subject to extensive regulation by multiple state and federal regulatory authorities. Experience with and understanding of government regulation is critical to AEP’s efforts to help shape public policy and government regulation that has a direct effect on its business and strategy. The production of energy also has environmental implications and how we address rapidly evolving environmental regulation has important strategic implications. As such, we seek directors with experience in government, legal, and environmental affairs to provide insight on effective strategies in these areas. | | AEP invests billions of dollars each year on maintenance and growth investments to improve reliability of our electric transmission and distribution systems, and to enhance customer service. It is important to have directors with experience in these complex processes because it allows the Board to provide AEP with appropriate decision-making and oversight related to complex capital projects. Ensuring the safety of AEP employees, contractors, and the public is imperative when executing these and other projects. Directors with safety experience can assist the Board in its oversight of the Company’s operations and its safety-related programs and performance. | | Risk Management | | Innovation and Technology | | | | Managing risk in the rapidly changing utility industry is critical to our success. Directors with an understanding of the most significant risks facing AEP, and experience and leadership to provide effective oversight of management's risk processes are critical to our success. | | The utility industry is rapidly changing with the development of new technologies and shifting energy policy and environmental regulation in energy markets. Therefore, it is important to have directors who possess experience in these areas. | | Finance and Accounting | | Cybersecurity and Physical Security | | | | Accurate and transparent financial reporting is critical to our success. Given the capital-intensive nature of our business, we also seek directors who have experience overseeing effective capital allocation. We seek to have a number of directors who qualify as audit committee financial experts. | | The industry in which AEP conducts its business is subject to physical and cyber threats against the security of assets and systems. AEP recognizes the importance of directors who possess experience in these areas. | | Talent | | Customer Experience and Marketing | | | | Directors who have significant leadership experience as a CEO or senior executive understand how to build sustainable talent and culture programs and are better able to recognize and develop leadership skills and talents in others. In addition, such directors provide oversight and guidance on Company programs designed to attract and develop employee talent, build executive succession, engage employees, and foster a high-performance, diverse, and inclusive culture. | | Understanding the needs of our customers is important in our rapidly changing industry. Marketing expertise is also important as our business becomes more competitive and as we focus on meeting customer expectations and transforming the customer experience. We seek directors who have experience in consumer businesses and are committed to excellence in service. |

  37. Linking Business Strategy with Key Skills Represented on the Board

    The table below summarizes the core competencies, qualifications, skills, and attributes the Board has identified as particularly valuable to the effective oversight of the Company and the execution of our strategy. A dot indicates a specific area of focus or expertise the director nominee has identified as core and on which the Board particularly relies. The matrix is intended as a high‑level summary and not an exhaustive list of each director nominee’s self-assessment of the key significant skills or contributions he or she brings to the Board. Our director nominees’ biographies describe each director’s background, qualifications, and relevant experience in more detail.

  38. Linking Business Strategy with Key Skills Represented on the Board

    | | Fehrman | Fowke | Garcia | Lin | McCarthy | Roberts | Sauvage | Stoddard | Tucker | Von Thaer | | Independent | | • | • | • | • | • | • | • | • | • | | Senior Executive Leadership & Business Strategy | • | • | • | • | • | • | • | • | • | • | | Finance or Accounting | | • | • | | | • | • | | | | | Innovation & Technology | | | | • | • | • | | | | • | | Regulated Industry Experience | • | • | • | • | • | • | • | • | • | • | | Government, Legal, and Environmental Affairs | • | • | | | | • | | | • | | | Industrial Operations Experience and Safety | • | | • | • | | • | | • | • | • | | Customer Experience or Marketing | • | | | • | • | | • | | • | | | Talent | • | • | | | | | | • | • | • | | Risk Management | | | • | • | • | | • | • | | | | Cybersecurity and Physical Security | • | • | | | • | | | • | | • | | Board Tenure | <2 | 4 | 6 | 13 | 6 | 5 | <1 | 2 | 17 | 4 | | Age (as of March 6, 2026) | 65 | 67 | 64 | 68 | 72 | 57 | 73 | 63 | 70 | 65 |

  39. Linking Business Strategy with Key Skills Represented on the Board

    The Governance Committee also considers a wide range of additional factors, including each candidate’s projected retirement date to assist in Board succession planning; other positions the candidate holds, including other senior management positions and boards of directors on which he or she serves; and the independence of each candidate. Typically, the Governance Committee identifies and recruits candidates through the use of an outside search firm. The Governance Committee provides the outside search firm with the characteristics, skills, and experiences that may complement those of the existing members. The outside search firm then provides recommendations for candidates with such attributes and skills. Mr. Fehrman also periodically meets with prospective candidates throughout the year to help establish a pipeline of qualified candidates during the Board refreshment process. The Governance Committee meets in executive session to discuss potential candidates and determines which candidates to interview. The Governance Committee believes it is important to have a mix of experienced directors with a deep understanding of the Company and others who bring a fresh perspective. The Governance Committee has recruited new directors to the Board through the rigorous process described above. In the Board’s view, the best method for healthy board evolution is through thoughtful consideration of the nomination of directors prior to each election or appointment based on a variety of factors, including director performance, skills, and expertise, the Company’s needs and board diversity.

  40. Director Independence

    Director Independence In accordance with Nasdaq standards, a majority of the members of the Board of Directors must qualify as independent directors. Under Nasdaq standards, no member of the Board is independent unless the Board affirmatively determines that such member does not have a direct or indirect material relationship with the Company. The Board has adopted categorical standards to assist it in making this determination of director independence (Director Independence Standards). These standards can be found on our website at aep.com/investors/governance. We are an energy company that provides electric service in 11 states. Any organization that does business in our service territory is served by one of our subsidiaries. Many of our directors live in our service territory or are executives, directors, or trustees of organizations that do business in our service area. Most of those organizations purchase electric service from us. However, these organizations purchase electric service from us at tariff rates or at rates obtained through a competitive bid process. Therefore, the Governance Committee determined that none of those relationships impedes a director’s independence. We make numerous charitable contributions to nonprofit and community organizations and universities in the states where we do business. Again, because many of our directors live in our service territory and are highly accomplished in their communities, our directors are frequently affiliated with many of the same educational institutions, museums, charities, and other community organizations. The Governance Committee reviews charitable contributions made by AEP and the American Electric Power Foundation to organizations with which our directors or their immediate family members are affiliated. The American Electric Power Foundation was created to support and play an active, positive role in the communities in which we operate by contributing funds to organizations in those communities. The Governance Committee determined that the Company’s contributions were not materially influenced by a director’s relationship with the organization, and therefore none of these relationships conflict with the interests of the Company or would impair a director’s independence or judgment. Under Nasdaq standards and our Director Independence Standards, a member who is an employee, or whose immediate family member is an executive officer, of AEP or any of its subsidiaries is not independent until three years after such employment has ended; provided that employment by a director as an executive officer of AEP on an interim basis shall not disqualify that director from being considered independent following such employment if the interim employment did not last longer than one year. Mr. Fowke served as Interim President and Chief Executive Officer from February 2024 through July 2024 and then as Senior Advisor to the Company from August 2024 to October 2024, during which time Mr. Fowke did not act in the capacity of an independent director. As Mr. Fowke’s employment lasted less than one year, he is now considered independent under Nasdaq rules and our Director Independence Standards. As a result of this review, the Board has determined that, other than Mr. Fehrman, none of the directors standing for election, including Messrs. Fowke, Garcia, Roberts, Sauvage, Stoddard, and Von Thaer and Mses. Lin, McCarthy, and Tucker, has a material relationship with the Company, either directly or as a partner, shareholder or officer of an organization that has a relationship with the Company, and each is independent under Nasdaq rules and the Company’s Director Independence Standards. Further, the Board determined that Ms. Donna A. James and Messrs. Gary and Linginfelter were independent during the time that they served on the Board.

  41. Shareholder Nominees for Directors

    Shareholder Nominees for Directors The Governance Committee will consider shareholder recommendations of candidates to be nominated as directors of the Company. All such recommendations must be in writing and submitted in accordance with the procedures described under Shareholder Proposals and Nominations and must include information required in AEP’s Policy on Consideration of Candidates for Director Recommended by Shareholders. A copy of this policy is on our website at aep.com/investors/governance. Shareholders’ nominees who comply with these procedures will receive the same consideration that all other nominees receive.

  42. Director Compensation

    Director Compensation Directors who are employees of the Company receive no additional compensation for service as a director other than accidental death insurance coverage. The table below shows the elements and the annual compensation that we paid to our non-employee directors for 2025.

  43. Director Compensation

    | Compensation Element | Amount | | Annual Retainer (1) | $130,000 | | Annual Stock Unit Awards (2) | $170,000 | | Committee Chair Annual Retainers (1): | | | Audit Committee | $25,000 | | HR Committee | $25,000 | | Governance Committee | $20,000 | | Finance Committee | $20,000 | | Nuclear Oversight Committee | $20,000 | | Technology Committee | $20,000 | | Independent Chair (1)(3) | $200,000 | | Lead Director Annual Retainer (1) | $100,000 |

  44. Director Compensation

    (1)Retainer amounts are paid in cash in quarterly installments, unless the director elects to defer such payment under the director retainer deferral plan. In July 2025, the Board approved an increase in the Lead Director Annual Retainer from $50,000 to $100,000 effective August 1, 2025, in recognition of the increased commitment and responsibilities of the Lead Director as the Company executes its capital and strategic plan. (2)Pursuant to the Stock Unit Accumulation Plan for Non-Employee Directors, each non-employee director is awarded $170,000 in AEP stock units or, for directors with more than 60 months of service, shares of an AEP Stock Fund. These AEP stock units or AEP Stock Fund shares are credited to directors quarterly. The number of stock units is calculated by dividing the dollar value of the award by the closing price of AEP common stock on the grant date, which is the last day of the applicable quarter. Amounts equivalent to cash dividends on the AEP stock accrue as additional AEP stock units. a.AEP stock units are paid in AEP shares to each non-employee director after termination of service unless the director has elected to further defer payment. b.AEP Stock Fund balances may be exchanged for any of a variety of investment funds, subject to insider trading restrictions. The account balance is paid in cash to each non-employee director after termination of service unless the director has elected to further defer payment. (3)There is currently no Independent Chair, and therefore no director receives the Independent Chair retainer. In addition to the payments to our non-employee directors listed above, in September 2023, the Board approved payments to the members of the Demand Review Committee. The Demand Review Committee was formed in May 2023 to review, monitor and analyze shareholder allegations, and was dissolved in March 2025. The Board approved annual payments in the amount of $20,000 for the Chair and $10,000 for members of the Demand Review Committee, which were paid in quarterly installments beginning October 1, 2023, and ending March 31, 2025. Prior to its dissolution, Mr. Roberts was the Chair of the Demand Review Committee, and Messrs. Fowke and Stoddard were the other members of the Demand Review Committee. On July 22, 2025, Ms. Tucker received a $200,000 award of unrestricted stock units for her service as Chair of the Board from February 2024 to August 2025. Ms. Tucker assumed the role of Chair of the Board after executive management changes and provided valuable leadership and continuity to the Company and the Board during a time of significant change at the Company and in the electric utility industry. The Governance Committee’s independent compensation consultant, Meridian, evaluates on an annual basis the competitiveness of the Company’s non-employee director compensation program and the form and amount of each element of that program (annual retainers, equity compensation, committee chair compensation, and independent Chair or Lead Director compensation) in comparison to the companies in the peer group used for executive compensation, which primarily consists of utility industry companies, but also includes other industrial companies that are comparable in size to AEP. The Board reviews the recommendations of the Governance Committee and determines the form and amount of Director compensation. At its meeting held in October 2025, the Governance Committee reviewed and discussed an analysis of non-employee director compensation prepared by Meridian. Meridian’s report reviewed the design and competitiveness of our non-employee director compensation program. In October 2025, upon the recommendation of the Governance Committee and taking into account comparative data from Meridian, the Board made no changes to director compensation. We use a combination of cash and AEP stock units to attract and retain qualified candidates to serve on our Board of Directors. In setting director compensation, our Board considers the significant amount of time that directors spend on fulfilling their duties to our Company. Additional amounts are paid to committee chairs in recognition of the substantial responsibilities of the chair. Expenses. Directors are reimbursed for expenses incurred in attending Board, committee, and shareholder meetings. Directors are also reimbursed for reasonable expenses associated with other business activities that benefit the Company, including participation in director education programs. Spouses may occasionally join Directors on Company aircraft when a Director is traveling to or from Board meetings or other business activities. The Company generally provides for or reimburses the expenses of the Directors and their spouses for attendance at such meetings. Our Directors do not receive any tax gross-ups. Retainer Deferral Plan. The Retainer Deferral Plan for Non-Employee Directors is a nonqualified deferred compensation plan that permits non-employee directors to defer up to 100% of their annual cash payments into a variety of investment fund options, all with market-based returns, including an AEP stock fund. The Plan permits the non-employee directors to defer receipt until termination of service or for a period that results in payment commencing not later than five years after termination of service. Insurance. AEP maintains a business travel accident insurance policy to provide a $1,000,000 accidental death benefit for each director, $100,000 for each spouse of a director and $50,000 for all dependent children. The total cost of this insurance, which is effective January 1, 2026, to January 1, 2029, is $24,189. Stock Ownership. Non-employee directors are required by our Principles to own AEP common stock or AEP stock units equal to their first five years of annual equity awards. This is accomplished within the first five years of a non-employee director’s service by requiring the director to hold the AEP stock units awarded under the Stock Unit Accumulation Plan until termination of service. After five years of service on the Board, non-employee directors receive contributions to an AEP stock fund under the Stock Unit Accumulation Plan. During open trading windows they may subsequently transfer those amounts into other investment fund options, similar to those in the Retainer Deferral Plan. Matching Gifts Program. Directors may participate in our Matching Gifts Program on the same terms as AEP employees. Under the program, AEP will match between $250 and $1,000 per higher education institution each year in charitable contributions from a director.

  45. 2025 Director Compensation Table

    2025 Director Compensation Table The following table presents the compensation provided by the Company in 2025 to our non-employee directors.

  46. 2025 Director Compensation Table

    | Name (1) | Fees Earned or Paid in Cash ($) | Stock Awards ($) (2)(3) | All Other Compensation ($) (4) | Total ($) | | Ben Fowke | 152,500 | 170,000 | 685 | 323,185 | | Art A. Garcia | 155,000 | 170,000 | 685 | 325,685 | | Hunter C. Gary | 130,000 | 170,000 | 685 | 300,685 | | Donna A. James | 45,833 | 56,667 | 685 | 103,185 | | Sandra Beach Lin | 150,000 | 170,000 | 685 | 320,685 | | Henry P. Linginfelter | 130,000 | 170,000 | 685 | 300,685 | | Margaret M. McCarthy | 130,000 | 170,000 | 685 | 300,685 | | Daryl Roberts | 135,000 | 170,000 | 685 | 305,685 | | Joseph G. Sauvage | 97,500 | 127,500 | 685 | 225,685 | | Daniel G. Stoddard | 152,500 | 170,000 | 685 | 323,185 | | Sara M. Tucker (5) | 313,333 | 370,000 | 685 | 684,018 | | Lewis Von Thaer | 150,000 | 170,000 | 685 | 320,685 |

  47. 2025 Director Compensation Table

    (1)Ms. James did not stand for re-election to the Board at the 2025 Annual Meeting. Ms. James’ term as a director ended April 29, 2025. Mr. Sauvage was first elected to the Board on April 29, 2025, the same date of the 2025 Annual Meeting. (2)The dollar amounts reported represent the quarterly $42,500 contribution made to each then-serving director’s account. AEP stock units or contributions to the AEP Stock Fund are credited to directors quarterly based on the number of months they served as a director in that quarter. (3)Each non-employee director who served the full year received either 1,545 AEP stock units or AEP Stock Fund contributions of $170,000 in 2025. Due to their service for less than a full year, Mr. Sauvage and Ms. James received 1,156 and 525 stock units in 2025, respectively. Directors had the following aggregate number of AEP stock units, including dividend equivalents and stock unit equivalents in the AEP Stock Fund at 2025 year-end, all of which are fully vested: Mr. Fowke 8,680, Mr. Garcia 13,114, Mr. Gary 3,336, Ms. Lin 38,919, Mr. Linginfelter 3,336, Ms. McCarthy 14,024, Mr. Roberts 10,179, Mr. Sauvage 1,166, Mr. Stoddard 6,093, Ms. Tucker 61,473 and Mr. Von Thaer 7,572. (4)The amounts reported in All Other Compensation consists of the Company-paid premium of $685 for the accidental death insurance policy. (5)In recognition of her exceptional leadership during a pivotal period for the Company, on July 22, 2025, the Board approved a one-time, unrestricted stock award of 1,815 shares of common stock.

  48. 2023-2025 Earned Long-Term Performance Awards

    2023-2025 Earned Long-Term Performance Awards With respect to the 2023 - 2025 performance share awards, the HR Committee approved an overall payout of 137.1% of target based on the following results: •TSR (40% weight) of 31.6% for the 2023-2025 performance period, which placed the Company at the 80th percentile relative to the companies in AEP’s custom TSR peer group and resulted in a score of 200.0% of target. •Cumulative operating earnings per share (50% weight) of $16.836 for this performance period, which was below target and produced a score of 92.2% of target. •Non-emitting generating capacity (10% weight) grew by 1,775.3 MW, which produced a performance score of 109.7% of target. Special Equity Awards. The electric utility industry is in a period of unprecedented change. The opportunities for growth are great, but these growth opportunities entail considerable investment. The Company has a historic five-year, $72 billion capital plan through December 31, 2030, and additional opportunities for $5 billion to $8 billion of incremental investment have been identified beyond that capital plan. To credibly execute on this plan, and create the incremental long-term shareholder value this entails, requires superior leadership over a sustained period. Indeed, investors have inquired about and were keen on the importance of demonstrating a long-term stake and commitment for several key leaders. Accordingly, special equity awards were granted to the CEO and CFO to motivate their extended long-term performance and retain their leadership over the strategic horizon. An equity award of $15 million was granted to the CEO, Mr. Fehrman, two-thirds of which ($10 million) was performance based tied to five-year relative total shareholder return and one-third of which ($5 million) was time-based RSUs with five-year cliff vesting. Also, a $5 million retention award was granted to the CFO, Mr. Mihalik, in the form of RSUs with four-year cliff vesting, to facilitate his long-term retention and leadership continuity. Finally, to enable the hire of Messrs. Mihalik, Cannon, and Berntsen, and Ms. Knapp, the HR Committee awarded “make-whole” RSUs to offset compensation they each forfeited from their prior employers to accept AEP’s employment offer and as an additional inducement to accept AEP employment. Each of these awards is shown in the table below:

  49. 2023-2025 Earned Long-Term Performance Awards

    | 2025 Retention and New Hire Equity Awards | | | | | | | Name | Award Type | Grant Date | Grant Date Value | | Vesting Date(s) | | William J. Fehrman | Retention | December 18, 2025 | | 10,000,000 | December 31, 2030 | | | Retention | December 18, 2025 | | 5,000,000 | December 31, 2030 | | Trevor I. Mihalik | New Hire | January 17, 2025 | | 1,500,000 | February 21, 2026, 2027, and 2028 | | | Retention | June 12, 2025 | | 5,000,000 | August 1, 2029 | | Douglas A. Cannon | New Hire | June 11, 2025 | | 1,815,178 | May 1, 2026, 2027, and 2028 | | Robert B. Berntsen | New Hire | July 14, 2025 | | 1,458,000 | October 1, 2026, 2027, and 2028 | | Alicia R. Knapp | New Hire | September 29, 2025 | | 645,000 | October 1, 2026, 2027, and 2028 |

  50. 2023-2025 Earned Long-Term Performance Awards

    As illustrated in the charts below, in 2025, performance-based compensation (target annual incentive compensation and grant date value of performance shares) comprised 72% of the target total direct compensation for the CEO and 41% of the average target total direct compensation for the other named executive officers, excluding Mr. Zebula due to his retirement in March 2025. An additional 23% of the CEO’s target total direct compensation and an additional 51% on average of target total direct compensation for the other named executive officers, excluding Mr. Zebula, were provided in the form of time-vesting RSUs (grant date value), which are tied to AEP’s stock price. The percentage of time-vesting RSUs for the other named executive officers, excluding Mr. Zebula, is higher than we expect going forward because each of these officers was hired in 2025, and additional RSUs were granted to them to offset compensation forfeited from their prior employers. * Mr. Zebula is excluded from the above charts of “Other Named Executives.”

  51. 2025 Compensation Peer Group

    2025 Compensation Peer Group The HR Committee, supported by Meridian, annually reviews AEP’s executive compensation relative to a peer group of companies that represent the talent markets where we compete to attract and retain executives. The Compensation Peer Group is predominantly utility companies but also includes several general industry companies. The Company competes in both the utility and general industry markets for executive talent. Consequently, market data is intended to reflect both. The general industry companies selected are large, capital-intensive companies with predominantly U.S. revenue. At the time the Compensation Peer Group data was collected, AEP’s revenue was at the 52nd percentile of the Compensation Peer Group. The only change to the Compensation Peer Group for 2025 was that WestRock Company was removed due to its acquisition. The full Compensation Peer Group for 2025 is shown in the following table:

  52. 2025 Compensation Peer Group

    | 3M Company | General Dynamics Corporation | | CenterPoint Energy, Inc. | NextEra Energy, Inc. | | Consolidated Edison, Inc. | Northrop Grumman Corporation | | Constellation Energy Corporation | PG&E Corporation | | Delta Air Lines, Inc. | PPL Corporation | | Dominion Energy, Inc. | PSEG Incorporated | | DTE Energy Company | Sempra | | Duke Energy Corporation | The AES Corporation | | Edison International | The Sherwin-Williams Company | | Entergy Corporation | The Southern Company | | Eversource Energy | Waste Management, Inc. | | Exelon Corporation | Xcel Energy Inc. | | FirstEnergy Corp. | |

  53. 2025 Compensation Peer Group

    The HR Committee selected the 2025 Compensation Peer Group based on each company’s trailing four-quarter revenue and market capitalization as of September 1, 2024, among other factors. At the time the Compensation Peer Group data was collected, AEP’s revenue and market capitalization were slightly above the median of the Compensation Peer Group.

  54. 2025 Compensation Peer Group

    | Compensation Peer Group | Revenue ($ in millions) | Market Cap ($ in millions) | | 75th Percentile | $26,134 | $76,517 | | 50th Percentile | $16,822 | $40,227 | | 25th Percentile | $12,429 | $25,882 | | AEP | $19,524 | $53,361 | | Percentile Rank | 52nd | 63rd |

  55. Annual Market Analysis

    Annual Market Analysis The HR Committee, supported by Meridian, annually prepares a study of target total direct compensation covering each named executive officer position based on compensation survey information for the Compensation Peer Group. This study provides compensation benchmarks for the positions that each of our named executive officers holds, for total direct compensation and each of its components, relative to those for officers serving in similar capacities in the Compensation Peer Group to the extent that sufficient data is available.

  56. Executive Compensation Program Detail

    | Component | Purpose | | | Base Salary | • | Provides a market-competitive and consistent minimum level of compensation that is paid throughout the year. | | Annual Incentive Compensation | • | Focused and aligns executives’ efforts with KPIs that are aligned with the Company’s core principles, as shown in the Annual Incentives section on page 47. | | Long-Term Incentive Compensation | • | Motivates management to create sustainable shareholder value by linking a substantial portion of their potential compensation directly to longer-term shareholder returns. | | | • | Helps ensure that management remains focused on longer-term results, which the HR Committee considers essential, given the large amount of long-term investment in physical assets required in our business. | | | • | Reduces executive turnover to maintain management consistency. |

  57. Executive Compensation Program Detail

    Base Salary. Other than for new hires, the HR Committee determines base salary levels for our named executive officers based on the following factors: •The performance of the executive during the previous year •The executive’s base salary, total cash compensation, and total compensation relative to Compensation Peer Group benchmarks •The Company’s salary increase budget •The current scope and responsibilities of the position •Internal comparisons •The experience and potential of each executive •The potential impact on our business of an executive’s departure No base salary increases were provided to the named executive officers in 2025.

  58. Annual Incentive Compensation

    Annual Incentive Compensation Target Opportunity. The HR Committee, supported by Meridian, establishes the annual incentive target opportunity for each executive officer based, in part, on compensation benchmarks in the annual executive compensation study. Other factors include performance in role and internal equity. For 2025, the HR Committee established the following annual incentive target opportunities: •160% of base earnings for the Chair, President and Chief Executive Officer (Mr. Fehrman); •100% of base earnings for the EVP and Chief Financial Officer (Mr. Mihalik); •85% of base earnings for the President of AEP Transmission (Mr. Cannon) and President of Nuclear Development (Ms. Knapp); and •80% of base earnings for the Executive Vice President, General Counsel & Secretary (Mr. Berntsen). Mr. Zebula, former EVP and Chief Financial Officer, was not eligible for 2025 annual incentive compensation due to his retirement in March 2025. Performance Metrics. AEP senior management recommended and the HR Committee approved the establishment of the AEP Scorecard and level two scorecards for most business units and staff functions for 2025. Each of these scorecards includes KPIs for each AEP core principle, with some exceptions for level two incentive groups that do not have appropriately suitable and measurable objectives for an AEP core principle. The KPIs are designed to produce continuous improvement toward achievement of the associated AEP core principle. The chart below shows each KPI for the company-wide AEP Scorecard with its weight, threshold, target, maximum, actual performance, score, and weighted score. The total for each scorecard is then calculated and the percentage rounded to the nearest decimal place. The annual incentive scores for Messrs. Fehrman and Berntsen were determined primarily based on the company-wide scorecard.

  59. Annual Incentive Compensation

    | AEP Scorecard | | | | | | | | | | Weight | Threshold | Target | Maximum | Actual Performance Results | Actual Award Score (as a percentage of target opportunity) | Weighted Score | | Customer Service (16.67% weight) | | | | | | | | | Customer Satisfaction (JD Power avg rank) | 8.33% | 93.17 | 89.17 | 87.17 | 86.83 | 200.0% | 16.67% | | Perfect Power ≥ 13 interruptions | 8.33% | 13.19% | 11.87% | 10.55% | 10.68% | 190.2% | 15.85% | | Employee Commitment (16.67% weight) | | | | | | | | | Days Away, Restricted or Transferred (DART) Rate | 4.17% | 0.556 | 0.500 | 0.404 | 0.436 | 166.7% | 6.94% | | Engage Train & Develop Plan | 4.17% | 0 | 1 | 2 | 2 | 200.0% | 8.33% | | Safety Improvement Plan & Training | 4.17% | 0 | 1 | 2 | 2 | 200.0% | 8.33% | | Total Recordable Incident Rate (TRIR) | 4.17% | 0.913 | 0.822 | 0.705 | 0.755 | 157.3% | 6.55% | | Regulatory & Legislative Integrity (16.67% weight) | | | | | | | | | Achieve Plan Return on Equity (ROE) | 16.67% | 9.300% | 9.375% | 9.450% | 9.060% | 0.0% | — | | Environmental Respect (16.67%) | | | | | | | | | Environmental Respect Index (Number of Events) | 16.67% | 141 | 128 | 115 | 113 | 200.0% | 33.33% | | Operational Excellence (16.67%) | | | | | | | | | System Average Interruption Duration Index (SAIDI) (Minutes) | 8.33% | 234.19 | 219.20 | 210.77 | 210.93 | 198.1% | 16.51% | | Transmission Reliability Index | 8.33% | 0 | 2.5 | 5 | 22.5 | 200.0% | 16.67% | | Financial Strength (16.67%) | | | | | | | | | Operating Earnings Per Share (EPS) | 16.67% | $5.80 | $5.90 | $5.95 | $5.97 | 200.0% | 33.33% | | Total Score (percentage rounded to the nearest decimal place) | | | | | | | 162.5% |

  60. Annual Incentive Compensation

    Level Two Scorecards. The HR Committee also established separate level two balanced scorecards for three of the named executive officers and the organizations under their purview: the CFO (Mr. Mihalik), President AEP Transmission (Mr. Cannon) and President Nuclear Development (Ms. Knapp). As with the company-wide AEP Scorecard, each core principle is equally weighted if the level two incentive group has at least one KPI for a core principle, and the KPIs within a core principle are generally also equally weighted. The maximum value for the level two scorecards is 100% of target. The overall performance score is the product of the scores for the company-wide AEP Scorecard and the named executive officer’s level two scorecard, divided by a normalizing factor. The normalizing factor is the weighted average score for either all staff functions or all business unit level two scorecards, as applicable, based on whether the executive leads a staff function or a business unit. The normalizing factor ensures that the Company does not overspend or underspend its funding available based on the AEP Scorecard. The weighting is based on the sum of the target awards for all participants in each incentive group. This methodology produces a weighted average overall score for both business unit and staff incentive groups that is equal to the score for the AEP Scorecard, which ensures that the total funding is fully allocated based on performance. This methodology also ensures that the weighted average overall score for both business unit and staff groups is equal, and neither is advantaged or disadvantaged by KPIs that may have different degrees of difficulty for these groups. CFO Organization (Mihalik): The 2025 level two scorecard for the CFO organization included KPIs for all AEP core principles, except Environmental Respect, because the CFO organization did not have a suitable 2025 KPI for this core principle. Therefore, each of the remaining core principles had a 20% weight. The CFO organization achieved an overall level two score of 80.0%, out of a possible 100%, reflecting strong contributions in customer service, operational excellence, and financial strength. •Under Customer Service, the CFO organization met or exceeded expectations on two financially driven KPIs that support improved customer affordability and efficient corporate operations. •Employee Commitment results were mixed. The CFO organization achieved its Engage, Train & Develop and Phishing Failure Rate KPIs but did not achieve its DART or TRIR targets. •In Regulatory & Legislative Integrity, the CFO organization achieved its KPI related to implementation of a technology solution to improve the quality and efficiency of regulatory filings but did not achieve its return on equity KPI. •Under Operational Excellence, the CFO organization delivered strong performance, meeting all three of its KPIs, which were related to processing invoices within contractual terms, completing a major project plan to improve pay‑to‑invoice timing, and keeping material and supply inventory levels within the targeted range. •Finally, the CFO organization achieved strong performance in the Financial Strength core principle by achieving all three of its KPIs, which were related to funds from operations (FFO) to debt ratio, Operating EPS, and O&M Budget. After normalizing the 80% score for the CFO organization by dividing it by the average level two score for all staff groups and then multiplying that result by the score for the AEP Scorecard, the overall CFO organization’s level two score was 157.1% of target. Transmission Organization (Cannon): The level two scorecard for the transmission organization included KPIs for all six AEP core principles, with each equally weighted at 16.67%. The transmission organization achieved all the KPIs on their level two scorecard, after application of certain adjustments for circumstances outside of the transmission organization’s control, resulting in a 100.0% score. These adjustments did not change total AEP funding for annual incentive compensation because of the normalization framework described above. •Under Customer Service, the transmission organization’s KPIs were related to its investment pipeline and customer interconnection facilities. •For Employee Commitment, the 2025 KPIs were: (1) DART rate, (2) Engage, Train & Develop, (3) Phishing Failure Rate, and (4) TRIR. •Under Regulatory & Legislative Integrity, the KPIs were related to notices of violation, integrated resource plan (IRP) filings and resource adequacy, North American Electric Reliability Corporation (NERC) compliance and field verification of facility ratings in accordance with NERC standard FAC-008. •For the Environmental Respect core principle, the transmission organization had a single KPI related to improvement in the number of environmental events. •The transmission organization KPIs for the Operational Excellence core principle were transmission reliability, SAIDI, capital project delivery, and wildfire program implementation. •Under the Financial Strength core principle, the level two transmission scorecard included KPIs related to FFO to debt ratio, O&M Budget, Operating EPS and plant in service. After normalizing the 100% score for the transmission organization by dividing it by the average level two score for all business unit groups and then multiplying that result by the score for the AEP Scorecard, the overall transmission score was 180.7% of target. Projects & Services Organization (Knapp): The Projects & Services organization’s level two scorecard assessed performance for all AEP core principles, except customer service for which there was not a suitable 2025 KPI. Therefore, each of the remaining core principles had a 20% weight. The group achieved a 90.0% score out of a possible 100%. •Under Employee Commitment projects and services achieved the engage, train & develop and phishing failure rate KPIs, but did not meet its DART rate and TRIR KPI objectives. •In the area of Regulatory & Legislative Integrity, the projects & services group met its notices of violation objective. •Projects and services achieved all its KPIs for the Environmental Respect core principle, which included reductions in the number of environmental events, implementation of the small modular reactor (SMR) project plan, and completion of renewable energy projects. •Under Operational Excellence, the projects and services organization met its capital project delivery target KPI. •Finally, the projects and services group met its operations and maintenance budget KPI in the Financial Strength core principle. After normalizing the 90.0% score for the projects and services organization by dividing it by the average level two score for all business unit groups and then multiplying that result by the score for the AEP Scorecard, the overall projects & services score was 176.8% of target. Individual Award Calculations for 2025. Based on the performance results described above, and after assessing the individual performance of each named executive officer, the HR Committee approved the performance scores shown in the table below and each named executive officer’s actual 2025 annual incentive award. The company-wide AEP Scorecard established the funding available for all AEP annual incentive compensation at 162.5% of the target score.

  61. Annual Incentive Compensation

    | Name | 2025 Base Earnings (1) | Annual Incentive Target % | Score | | Calculated Annual Incentive Opportunity | 2025 Actual Payouts | | William J. Fehrman | $1,500,000x | 160%x | 162.5% | = | $3,900,000 | $4,290,000 | | Trevor I. Mihalik | $900,000x | 100%x | 157.1% | = | $1,413,900 | $1,525,000 | | Douglas A. Cannon | $424,615x | 85%x | 180.7% | = | $652,188 | $665,232 | | Robert B. Berntsen | $353,846x | 80%x | 162.5% | = | $460,000 | $492,989 | | Alicia R. Knapp | $184,615x | 85%x | 176.8% | = | $277,440 | $282,989 | | Charles E. Zebula | | Not eligible | | | | |

  62. Annual Incentive Compensation

    (1)Based on salary paid in 2025, which is different than the salary earned for 2025 shown in the Summary Compensation Table.

  63. Long-Term Incentive Compensation

    Long-Term Incentive Compensation The HR Committee grants long-term incentive compensation to executive officers generally on an annual award cycle. The HR Committee, supported by Meridian, established target long-term incentive award opportunities for each named executive officer based on market data provided in the annual market compensation study. For 2025, the HR Committee again approved the following mix of annual long-term incentive awards: •75% of the target value was awarded as three-year performance shares, and •25% of the target value was awarded as time-vesting restricted stock units (RSUs).

  64. 2025 Long-Term Incentive Awards

    2025 Long-Term Incentive Awards

  65. 2025 Long-Term Incentive Awards

    | Name | Target Value (1) | Total Number of Units Granted (2) | Number of Performance Shares Granted (at Target) | Number of RSUs Granted | | William J. Fehrman (3) | $26,100,000 | 238,391 | 167,978 | 70,413 | | Trevor I. Mihalik (4) | $10,300,000 | 101,276 | 27,988 | 73,288 | | Douglas A. Cannon (5) | $3,814,700 | 37,421 | 14,842 | 22,579 | | Robert B. Berntsen (6) | $3,053,700 | 29,077 | 11,420 | 17,657 | | Alicia R. Knapp (7) | $2,499,100 | 22,764 | 12,753 | 10,011 | | Charles E. Zebula (8) | $— | — | — | — |

  66. 2025 Long-Term Incentive Awards

    (1)The target value differs from the grant date fair value shown in the stock award column in the Summary Compensation Table because the performance shares contain a market condition (the relative TSR measure) which results in a grant date fair value for financial accounting purposes that differs from the target value the HR Committee used to determine the awards. See footnote 3 to the Summary Compensation Table for a description of the grant date fair value. (2)The total number of units granted was determined by dividing the Target Value by the closing price of AEP common stock on the grant date and rounding to three decimal places. (3)Mr. Fehrman was granted regular annual performance shares and RSUs on February 18, 2025, with a target value of $11,100,000 at a share price of $102.20. He was also granted $10,000,000 in performance shares and $5,000,000 in RSUs on December 18, 2025, as a retention incentive at a share price of $115.58. The sole performance measure for the performance shares granted on December 18, 2025, was five-year total shareholder return relative to AEP’s TSR peer group. The performance shares and RSUs granted on December 18, 2025, vest on December 31, 2030, subject to Mr. Fehrman’s continuous AEP employment through that date, and do not vest upon retirement prior to that date. (4)Mr. Mihalik was granted $1,500,000 in RSUs on January 17, 2025, at a share price of $97.25. He was also granted $3,800,000 of regular annual performance shares and RSUs on February 17, 2025, at a share price of $101.83. He was also granted $5,000,000 in RSUs as a retention incentive on June 12, 2025. The HR Committee granted this award to Mr. Mihalik because they believe he is a potential CEO candidate for other utility companies and it was in our shareholders’ interest to safeguard his continued AEP service for an additional five years. (5)Mr. Cannon was granted $1,815,178 in RSUs upon his hire on June 11, 2025, at a share price of $101.94. He was also granted $1,999,522 of regular annual performance shares and RSUs on the same date and at the same share price. (6)Mr. Berntsen was granted $1,458,000 in RSUs upon his hire on July 14, 2025, at a share price of $105.02. He was also granted $1,595,700 of regular annual performance shares and RSUs on the same date and at the same share price. (7)Ms. Knapp was granted $645,000 in RSUs upon her hire on September 29, 2025, at a share price of $109.78. She was also granted $1,854,100 of regular annual performance shares and RSUs on the same date and at the same share price. Performance Shares. As described above, in 2025, the HR Committee approved the grant of performance shares for a 2025-2027 performance period to each of the named executive officers, except Mr. Zebula who retired in March 2025. The independent members of the Board also granted Mr. Fehrman a special award of performance shares with a single relative TSR performance measure for the five-year 2026-2030 performance period. For all performance shares, dividends declared from the grant date through the payment date are reinvested in additional performance shares that are subject to the same performance measures and vesting requirements as the underlying performance shares on which they were granted. The number of earned performance shares is paid in shares of AEP common stock.

  67. 2025-2027 Performance Shares

    2025-2027 Performance Shares These performance shares are subject to a three-year performance and vesting period that ends on December 31, 2027. The number of performance shares earned at the end of the performance period is based on achieved performance against two equally weighted performance metrics: three-year cumulative operating earnings per share and three-year total shareholder return relative (rTSR) to the companies in a TSR Peer Group (50%). The HR Committee approved the following 2025-2027 performance goals:

  68. 2025-2027 Performance Shares

    | Performance Measure | Weight | Threshold Performance | Target Performance | Maximum Payout Performance | | Three-Year Cumulative Operating Earnings Per Share | 50% | $18.243 (0% payout) | $18.807 (100% payout) | $19.371 (200% payout) | | Three-Year Total Shareholder Return of AEP vs. TSR Peer Group | 50% | 20th Percentile (0% payout) | 50th Percentile (100% payout) | 80th Percentile (200% payout) |

  69. 2025-2027 Performance Shares

    The HR Committee selected a measure of cumulative operating earnings per share to ensure that earnings for all three years contribute to the award calculation. The HR Committee set the target for the three-year cumulative operating earnings per share based on the $5.85 midpoint of AEP’s 2025 earnings guidance with a 7% growth rate in operating earnings per share from 2025 for both 2026 and 2027. The HR Committee also selected a relative total shareholder return measure for these awards to provide an external performance comparison that reflects the effectiveness of management’s strategic decisions and actions over the three-year performance period relative to the performance of the 25 utilities in the TSR Peer Group. The TSR Peer Group consists of the following Companies in our industry:

  70. 2025-2027 Performance Shares

    | AES Corp | Consolidated Edison Inc | Edison Int’l | First Energy | Public Service Enterprise Group | | Alliant Energy Corp | Constellation Energy Corporation | Entergy | NextEra Energy | Sempra | | Ameren Corp | Dominion Resources Inc | Evergy Inc | PG&E Corp | Southern Co. | | CenterPoint Energy Inc | DTE Energy | Eversource Energy | Pinnacle West Capital Corp | Wisconsin Energy Corp | | CMS Energy Corp | Duke Energy | Exelon | PPL Corp. | Xcel Energy |

  71. 2026-2030 Performance Shares

    2026-2030 Performance Shares The independent members of the Board approved a $10,000,000 performance-based award for Mr. Fehrman because they believe his strategy is largely responsible for AEP’s current and future stock price performance and that it is in shareholders’ interest to better ensure he is strongly motivated to continue to drive AEP’s future performance through at least December 31, 2030. These performance shares are subject to a five-year performance and vesting period that ends on December 31, 2030. The number of performance shares earned at the end of the performance period is based on achieved performance against a single performance metric: five-year rTSR compared to the companies in the TSR Peer Group above, with threshold, target, and maximum payout levels as follows:

  72. 2026-2030 Performance Shares

    | Performance Measure | Weight | Threshold Performance | Target Performance | Maximum Payout Performance | | Five-Year Total Shareholder Return of AEP vs. TSR Peer Group | 100% | 20th Percentile (0% payout) | 50th Percentile (100% payout) | 80th Percentile (200% payout) |

  73. 2026-2030 Performance Shares

    Restricted Stock Units. The HR Committee approved the grant of regular annual RSUs to Messrs. Fehrman and Mihalik that vest, subject to continued AEP employment, in three approximately equal installments on February 21 of 2026, 2027, and 2028, which is over an approximately three-year period from the grant date of these awards. Regular annual RSU awards were also granted to Messrs. Cannon and Berntsen and Ms. Knapp, except that these awards were granted later in the year on their hire dates. As described above, Mr. Fehrman was also granted RSUs for retention purposes on December 18, 2025, that cliff vest on December 31, 2030, subject to his continued employment. These RSUs do not vest if he retires prior to December 31, 2030. RSUs were also granted to Mr. Mihalik on January 17, 2025, as an inducement to accept AEP employment. These RSUs vest in equal thirds on February 21 of 2026, 2027, and 2028, subject to his continued AEP employment, which is the same vesting schedule as the regular annual RSUs. In addition, Mr. Mihalik was granted RSUs for retention purposes on June 12, 2025, which cliff vest on August 1, 2029, subject to his continued employment. These RSUs do not vest if he retires prior to August 1, 2029. RSUs were also granted to Mr. Cannon on his June 11, 2025, hire date to offset compensation from his prior employer that he forfeited to accept AEP’s offer. These RSUs vest in equal thirds on May 1 of 2026, 2027, and 2028, subject to his continued AEP employment. RSUs were also granted to Mr. Berntsen on his July 14, 2025, hire date to offset compensation from his prior employer that he forfeited to accept AEP’s offer. These RSUs vest in equal thirds on October 1 of 2026, 2027, and 2028, subject to his continued AEP employment. RSUs were also granted to Ms. Knapp on her September 29, 2025, hire date to offset compensation from her prior employer that she forfeited to accept AEP’s offer. These RSUs vest in equal thirds on October 1 of 2026, 2027, and 2028, subject to her continued AEP employment.

  74. Severance Arrangements

    Severance Arrangements Change In Control Agreements. The Company has entered into change in control agreements with each of the named executive officers. These agreements protect the Company and the interests of shareholders in the event of an anticipated or actual change in control. During such transitions, retaining and motivating the Company’s key executives would be critical to protecting shareholder value. In a change in control situation, outside competitors are more likely to try to recruit key employees away from the Company, and our executive officers may consider other opportunities when faced with uncertainty about retaining their positions. The HR Committee also believes these agreements are consistent with the practices of its peer companies. The HR Committee limits such agreements to those executives whose full support and sustained contributions would be needed during a lengthy and complex corporate transaction. The HR Committee periodically reviews change in control agreement practices of companies in our Compensation Peer Group. Based on this review, new senior executives to whom the HR Committee chooses to provide a change in control agreement are provided with a 2.0 multiple, except for the CEO, who is provided a change in control agreement with a 2.99 multiple. As a result, Mr. Fehrman has a change in control agreement with a 2.99 multiple and all other named executive officers have change in control agreements with a 2.0 multiple, except for Mr. Zebula, whose change in control agreement expired upon his retirement in March 2025. Each change in control agreement includes a “double trigger,” which means that severance payments and benefits would be provided to the covered executive officer only upon a change in control accompanied by an involuntary termination or constructive termination within two years after the change in control. The Company’s change in control agreements do not provide a tax gross-up for excise taxes. Long-term incentive compensation may also vest in connection with a change in control. All outstanding performance shares and RSU awards have a “double trigger” change in control provision. In the event an executive’s employment is terminated within one year after a change in control under qualifying conditions, such as by the Company without cause or by the executive for good reason, then all the executive’s outstanding performance shares and RSUs will vest. Performance shares would be paid at the target performance score. Other compensation and benefits provided to executive officers in the event their employment is terminated as a result of a change in control are consistent with that provided in the event an executive’s employment is terminated due to a consolidation, restructuring, or downsizing as described below.

  75. Other Compensation Information

    Other Compensation Information Stock Ownership Requirements. The HR Committee believes that linking a significant portion of the named executive officers’ financial rewards to the Company’s long-term success gives them a stake similar to that of the Company’s shareholders and encourages management strategies that benefit shareholders. Therefore, the HR Committee requires certain officers (34 executives as of December 31, 2025) to accumulate and hold from one to six times their annual base salary in AEP common stock or stock equivalents. The CEO’s stock ownership requirement is six times his or her base salary, and the other named executive officers’ requirement is three times their respective base salaries. Officers are expected to achieve their stock ownership requirement within five years. Messrs. Fehrman and Mihalik are in their second year of service to the Company and each of the other named executive officers has less than one year of Company service. Due to their short tenures, none of the named executive officers has yet met his or her stock ownership requirement. Equity Retention (Holding Period). If and to the extent that an executive officer has not met his or her stock ownership requirement, performance shares awarded under the LTIP are mandatorily deferred into AEP career shares to the extent necessary to meet his or her stock ownership requirement. AEP career shares are not paid to executives until after their employment with AEP ends. If an executive has not met his or her stock ownership requirement within five years of the date it became effective or subsequently falls below it, the HR Committee may also require the executive to defer a portion of his or her annual incentive compensation award into AEP career shares. Recoupment of Incentive Compensation. The Company’s Policy on Recouping Incentive Compensation, commonly referred to as a “clawback” policy, provides that our executive officers and certain other senior executives are subject to a “no fault” clawback. The Board may recover incentive compensation whether or not the executive’s actions involve misconduct. The Board believes, subject to the exercise of its discretion based on the facts and circumstances of a particular case, that incentive compensation should be reimbursed to the Company if, in the Board’s determination: •Such incentive compensation was received by an executive predicated upon the achievement of financial or other results that were subsequently materially restated or corrected, and •Such incentive compensation would have been materially lower had the achievement been calculated on such restated or corrected financial or other results. The Company has adopted additional recoupment provisions in accordance with SEC Rule 10D-1 and related Nasdaq listing standards, which mandate the recovery of certain erroneously paid performance-based incentive compensation that may be received by our Section 16 officers on or after October 2, 2023, if the Company has a qualifying financial restatement during the three completed fiscal years immediately prior to the fiscal year in which a financial restatement determination is made, subject to limited exceptions. All of the Company’s incentive compensation programs are designed and administered in a manner that provides for the Company’s ability to obtain such reimbursement. AEP may also retain any deferred compensation previously credited to an executive. This right to reimbursement is in addition to, and not in substitution for, any and all other rights AEP might have to pursue reimbursement or such other remedies against an executive for misconduct. Role of the CEO and Compensation Consultant in Determining Executive Compensation. The HR Committee invites the CEO to attend HR Committee meetings. The HR Committee regularly holds executive sessions without management present. The Executive Vice President & Chief Human Resources Officer (CHRO) supports the HR Committee. The CHRO works closely with the HR Committee Chair, and the HR Committee’s independent compensation consultant, Meridian, to research and develop information for Committee consideration. The CEO discusses the individual performance of the other named executive officers with the HR Committee and recommends their compensation to the HR Committee. However, HR Committee approval is required for all compensation and employment offers for executive officers and other positions in the HR Committee’s compensation review group, which the HR Committee determines, and which currently consists of 17 executive positions. The CEO has no role in the decision-making of his compensation, which is recommended by the HR Committee, with input from Meridian, to the independent members of the Board who are responsible for determining and approving it. Insider Trading, Hedging, and Pledging. The Company has an insider trading policy governing the purchase, sale, and other dispositions of AEP’s securities that applies to all AEP personnel, including directors, officers, employees, other covered persons, and the Company. The Company also has procedures for governing the repurchase of its securities. We believe our insider trading policy and repurchase procedures are reasonably designed to promote compliance with insider trading laws, rules, and regulations, and listing standards applicable to AEP. A copy of AEP’s insider trading policy was filed as Exhibit 19.1 to its Annual Report on Form 10-K for the year ended December 31, 2025. The Company’s insider trading policy prohibits directors and all employees, including executive officers, from entering any transactions (including short sales, options, warrants, puts, calls, variable forward contracts, equity swaps, collars, and similar instruments) that are designed to hedge or offset any decrease in the market value of AEP stock. The policy also prohibits directors and executive officers from pledging AEP stock as collateral for any loan. Policy on Grant of Stock Options or Similar Instruments. We do not grant stock options, stock appreciation rights (SARs), or similar option-like instruments and, as such, do not have a policy or practice in place on the timing of awards of options, SARs, or similar option-like instruments in relation to the disclosure of material non-public information. If in the future we anticipate granting stock options, SARs, or similar option-like instruments, we may establish a policy regarding how the Board determines when to grant such awards and how the Board or HR Committee will take material nonpublic information into account when determining the timing and terms of such awards. Tax Deductibility of Compensation. While the HR Committee considers the deductibility of compensation, the primary goals of our executive compensation program are to attract, retain, motivate, and reward key employees and align pay with performance. Accordingly, the HR Committee retains the ability to provide compensation that exceeds deductibility limits as it determines to be appropriate.

  76. Summary Compensation Table

    Summary Compensation Table The following table provides summary information concerning compensation earned by our Chief Executive Officer, our Chief Financial Officer, the three other most highly compensated executive officers, and our former Chief Financial Officer. We refer collectively to this group as the named executive officers (NEOs).

  77. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($)(1) | Bonus ($)(2) | Stock Awards ($)(3) | Non-Equity Incentive Plan Compensation ($)(4) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(5) | All Other Compensation ($)(6) | Total ($) | | William J. Fehrman | | | | | | | | | | President and Chief Executive Officer | 2025 | 1,505,769 | 1,150,000 | 29,339,782 | 4,290,000 | 35,685 | 280,288 | 36,601,524 | | | 2024 | 628,846 | 2,000,000 | 9,469,144 | 1,100,000 | — | 59,032 | 13,257,022 | | Trevor I. Mihalik | | | | | | | | | | Executive Vice President and Chief Financial Officer | 2025 | 930,000 | — | 10,883,680 | 1,525,000 | — | 142,619 | 13,481,299 | | Douglas A. Cannon | | | | | | | | | | President - AEP Transmission | 2025 | 449,231 | 1,230,000 | 4,085,684 | 665,232 | — | 262,628 | 6,692,775 | | Robert B. Berntsen | | | | | | | | | | Executive Vice President, General Counsel, and Secretary | 2025 | 378,462 | 1,187,000 | 3,305,432 | 492,200 | — | 102,135 | 5,465,229 | | Alicia R. Knapp | | | | | | | | | | President - Nuclear Development | 2025 | 209,231 | 1,100,000 | 2,749,837 | 282,989 | — | 26,923 | 4,368,980 | | Charles E. Zebula | | | | | | | | | | Former Executive Vice President and Chief Financial Officer | 2025 | 147,789 | — | 123,307 | — | 151,984 | 133,916 | 556,996 | | | 2024 | 724,327 | — | 2,250,000 | 605,840 | 177,002 | 85,564 | 3,842,733 | | | 2023 | 639,625 | — | 2,852,248 | 240,500 | 181,438 | 73,170 | 3,986,981 |

  78. Summary Compensation Table

    (1)Amounts in the salary column are composed of executive salaries earned for the years shown, which include 261, 262, and 260 days of pay for 2025, 2024, and 2023, respectively, due to 1 and 2 additional workdays in 2025 and 2024, respectively, compared to a standard 260-day year. (2)The 2025 amount in the bonus column for Mr. Fehrman reflects a negotiated payment in March 2025 to replace the value of his 2024 year-to-date short-term incentive compensation from his prior employer that he forfeited by accepting AEP employment. The amounts shown for Messrs. Cannon and Berntsen, and Ms. Knapp all reflect amounts negotiated pursuant to their AEP employment that offset compensation from their prior employers that they forfeited to accept AEP employment and also served as an inducement to accept AEP employment. (3)The amounts reported in this column reflect the aggregate grant date fair value calculated in accordance with FASB ASC Topic 718, disregarding the effect of estimated forfeitures, for the performance shares and restricted stock units (RSUs) granted under our Long-Term Incentive Plan. See Note 15 to the Consolidated Financial Statements included in our Form 10-K for the year ended December 31, 2025, for a discussion of the relevant assumptions used in calculating these amounts. The number of shares realized and the value of the performance shares, if any, will depend on the Company’s performance during a three-year performance and vesting period, or for Mr. Fehrman, also a five-year performance and vesting period, and generally the participant’s continued AEP employment through this period. The potential payout can range from 0% to 200% of the target number of performance shares, plus any dividend equivalents. The value of the three-year performance shares is based on two measures: a Board-approved cumulative operating earnings per share measure (Cumulative EPS 50%) and total shareholder return relative to peer companies (Relative TSR 50%). The grant date fair value of the performance shares that are based on Cumulative EPS was computed in accordance with FASB ASC Topic 718 and was measured based on the closing price of AEP’s common stock on the grant date. The maximum amount payable for the 2025 performance shares that are based on Cumulative EPS, measured on the grant date, is $8,325,000 for Mr. Fehrman, $2,850,000 for Mr. Mihalik, $1,513,025 for Mr. Cannon, $1,199,313 for Mr. Berntsen and $1,400,000 for Ms. Knapp. The grant date fair value of the three-year performance shares and five-year performance shares that are based on Relative TSR is calculated using a Monte-Carlo model as of the date of grant, in accordance with FASB ASC Topic 718. The maximum amount payable for the 2025 performance shares that are based on Relative TSR, measured on the grant date is $8,325,000 for Mr. Fehrman, $2,850,000 for Mr. Mihalik, $1,513,025 for Mr. Cannon, $1,199,313 for Mr. Berntsen, and $1,400,000 for Ms. Knapp. The values realized from the 2023-2025 performance shares are included in the Option Exercises and Stock Vested for 2025 table. (4)The amounts shown in this column reflect annual incentive compensation paid for the year shown. (5)The amounts shown in this column are attributable to the increase in the actuarial values of each of the named executive officer’s combined benefits under AEP’s qualified and nonqualified defined benefit pension plans determined using interest rate and mortality assumptions consistent with those used in the Company’s financial statements. See the Pension Benefits for 2025 table and related footnotes for additional information. See Note 8 to the Consolidated Financial Statements included in our Form 10-K for the year ended December 31, 2025, for a discussion of the relevant assumptions. None of the named executive officers received preferential or above-market earnings on deferred compensation. (6)Amounts shown in the All Other Compensation column for 2025 include: (a) Company matching contributions to the Company’s Retirement Savings Plan; (b) Company matching contributions to the Company’s Supplemental Retirement Savings Plan; (c) Company-paid relocation (including tax gross-ups of $26,762 for Mr. Mihalik, $83,991 for Mr. Cannon, and $20,069 for Mr. Berntsen;(d) the incremental cost to the Company of personal use of Company-provided aircraft; (e) perquisites; and (f) vacation payout. The value of each item included in 2025 All Other Compensation column is listed in the following table:

  79. Summary Compensation Table

    | Type | William J. Fehrman (7) | Trevor I. Mihalik | Douglas A. Cannon | Robert B. Berntsen | Alicia R. Knapp | Charles E. Zebula | | Retirement Savings Plan Match | $15,750 | $15,750 | $15,750 | $15,058 | $6,923 | $15,750 | | Supplemental Retirement Savings Plan Match | 101,250 | 24,750 | — | — | — | 18,899 | | Relocation | — | 78,529 | 241,757 | 78,893 | 20,000 | — | | Personal Use of Company Aircraft | 140,507 | — | — | — | — | — | | Perquisites | 22,781 | 23,590 | 5,121 | 8,184 | — | 8,991 | | Vacation Payout | — | — | — | — | — | 90,276 | | Total | $280,288 | $142,619 | $262,628 | $102,135 | $26,923 | $133,916 |

  80. Summary Compensation Table

    (7)Perquisites provided in 2025 included financial counseling and tax preparation services and, for Mr. Fehrman, $632 as his allocated share of a group premium for travel accident insurance provided to all AEP board members. Executive officers may also have the occasional personal use of event tickets when such tickets are not being used for business purposes, however, there is no associated incremental cost to the Company. From time to time, executive officers also may receive customary gifts from third parties that sponsor events (subject to our policies on conflicts of interest). Mr. Fehrman was a party to an Aircraft Time Sharing Agreement (Aircraft TSA) with the Company, which he used for his personal flights prior to July 22, 2025. As required under this Agreement, Mr. Fehrman reimbursed the Company for the full incremental cost of his personal use under his Aircraft TSA (but not the fixed cost), calculated in accordance with federal aviation regulations governing reimbursement for flight expenses to non-commercial aircraft operators. Accordingly, no value is shown for these personal flights in the Summary Compensation Table. If the aircraft flew empty to pick up or to return after dropping off Mr. Fehrman at a destination on a personal flight, the cost of the empty flight was included in the incremental cost for which Mr. Fehrman reimbursed the Company. Effective July 22, 2025, the HR Committee adopted a policy that requires Mr. Fehrman to use a Company-provided aircraft for all business and personal air travel. In conjunction with this policy, Mr. Fehrman is no longer required to use his Aircraft TSA for personal trips or to reimburse the Company for its incremental cost. This change was made, in part, due to a comprehensive independent security assessment that recommended that Mr. Fehrman use a Company-provided aircraft for all air travel, including personal travel. See footnote 6 to the Summary Compensation Table for further information. Mr. Fehrman's spouse also accompanied him on the Company aircraft used for business travel, but there was no incremental cost to the Company for those trips.

  81. Grants of Plan-Based Awards for 2025

    Grants of Plan-Based Awards for 2025 The following table provides information on plan-based awards granted in 2025 to each of our named executive officers.

  82. Grants of Plan-Based Awards for 2025

    | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards (3) | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(6) | Grant Date Fair Value of Stock and Option Awards ($)(7) | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($)(2) | Threshold (#)(4) | Target (#) | Maximum (#)(5) | | | | William J. Fehrman | | | | | | | | | | | 2025 Annual Incentive Compensation Plan | | 200,000 | 2,400,000 | 6,000,000 | — | — | — | — | — | | 2025 - 2027 Performance Shares | 2/18/2025 | — | — | — | — | 81,458 | 162,916 | — | 10,029,914 | | 2025 Restricted Stock Units | 2/18/2025 | — | — | — | — | — | — | 27,153 | 2,775,000 | | 2026 - 2030 Performance Shares | 12/18/2025 | — | — | — | — | 86,520 | 173,040 | — | 11,534,868 | | Retention Restricted Stock Units | 12/18/2025 | — | — | — | — | — | — | 43,260 | 5,000,000 | | Trevor I. Mihalik | | | | | | | | | | | New Hire Restricted Stock Units | 1/17/2025 | — | — | — | — | — | — | 15,424 | 1,500,000 | | 2025 Annual Incentive Compensation Plan | | 75,000 | 900,000 | 2,250,000 | — | — | — | — | — | | 2025 - 2027 Performance Shares | 2/17/2025 | — | — | — | — | 27,988 | 55,976 | — | 3,433,680 | | 2025 Restricted Stock Units | 2/17/2025 | — | — | — | — | — | — | 9,329 | 950,000 | | Retention Restricted Stock Units | 6/12/2025 | — | — | — | — | — | — | 48,534 | 5,000,000 | | Douglas A. Cannon | | | | | | | | | | | New Hire Restricted Stock Units | 6/11/2025 | — | — | — | — | — | — | 17,806 | 1,815,178 | | 2025 Annual Incentive Compensation Plan | | 30,077 | 360,923 | 902,308 | — | — | — | — | — | | 2025 - 2027 Performance Shares | 6/11/2025 | — | — | — | — | 14,842 | 29,685 | — | 1,783,972 | | 2025 Restricted Stock Units | 6/11/2025 | — | — | — | — | — | — | 4,773 | 486,534 | | Robert B. Berntsen | | | | | | | | | | | New Hire Restricted Stock Units | 7/14/2025 | — | — | — | — | — | — | 13,883 | 1,458,000 | | 2025 Annual Incentive Compensation Plan | | 23,590 | 283,077 | 707,692 | — | — | — | — | — | | 2025 - 2027 Performance Shares | 7/14/2025 | — | — | — | — | 11,420 | 22,840 | — | 1,451,063 | | 2025 Restricted Stock Units | 7/14/2025 | — | — | — | — | — | — | 3,774 | 396,369 | | Alicia R. Knapp | | | | | | | | | | | New Hire Restricted Stock Units | 9/29/2025 | — | — | — | — | — | — | 5,875 | 645,000 | | 2025 Annual Incentive Compensation Plan | | 13,077 | 156,923 | 392,308 | — | — | — | — | — | | 2025 - 2027 Performance Shares | 9/28/2025 | — | — | — | — | 12,753 | 25,506 | — | 1,650,783 | | 2025 Restricted Stock Units | 9/29/2025 | — | — | — | — | — | — | 4,136 | 454,054 | | Charles E. Zebula (8) | | | | | | | | | | | 2025 Annual Incentive Compensation Plan | Not Eligible | — | — | — | — | — | — | — | — | | 2025 - 2027 Performance Shares | None Granted | — | — | — | — | — | — | — | — | | 2025 Restricted Stock Units | None Granted | — | — | — | — | — | — | — | — | | 2023 Restricted Stock Units | 2/17/2025 | — | — | — | — | — | — | 1,268 | 123,307 |

  83. Grants of Plan-Based Awards for 2025

    (1)Represents potential payouts under the 2025 Annual Incentive Compensation Plan (ICP). Mr. Zebula was ineligible for a 2025 award because of his retirement before June 30, 2025. (2)The amount shown in this column represents 250% of the target award, which is the maximum amount payable to any individual employee under the ICP for a year in which the actual score is the maximum 200% of the target score. (3)Represents performance shares awarded under our Long-Term Incentive Plan for the 2025 - 2027 performance period and, for Mr. Fehrman for the 2026 - 2030 performance period. These awards generally vest at the end of the applicable performance period based on our attainment of specified performance measures. The number of performance shares does not include additional shares that may accrue due to dividend credits. (4)The estimated future payout for threshold performance is $0 because both of the 2025 - 2027 performance measures have a 0% payout for threshold performance. (5)The amounts shown in this column represent 200% of the target award, which is the maximum overall score for the 2025 - 2027 performance shares. (6)Shows restricted stock units (RSUs) awarded under the Long-Term Incentive Plan. The 2025 RSUs awards and the New Hire RSUs granted to Mr. Mihalik generally vest, subject to the participant’s continued AEP employment, in three approximately equal installments on February 21, 2026, February 21, 2027, and February 21, 2028, which is slightly more than one, two, and three years after the grant date. The new hire RSUs granted to Mr. Cannon vest on May 1, 2026, 2027 and 2028. The new hire RSUs granted to Mr. Berntsen and Ms. Knapp vest on October 1, 2026, 2027 and 2028. The number of RSUs does not include additional units that may accrue due to dividend credits. (7)Amounts represent the grant date fair value of performance shares and all types of RSUs measured in accordance with FASB ASC Topic 718, utilizing the assumptions discussed in Note 15 to our consolidated financial statements for the fiscal year ended December 31, 2025. The actual number of performance shares earned will depend on the Company's performance over the applicable performance period, which could vary from 0% to 200% of the target award plus dividend credits. The value of the 2025 - 2027 performance shares ultimately earned will be based on two equally weighted measures: cumulative operating earnings per share measure relative to a Board-approved target and relative total shareholder return compared to a Board-approved group of utility industry peers, as well as dividend credits and the value of AEP stock when the awards are paid. The value of Mr. Fehrman’s 2026 - 2030 performance shares ultimately earned will be based on AEP’s relative total shareholder return compared to a Board-approved group of utility industry peers, as well as dividend credits and the value of AEP stock when the awards are paid. (8)Mr. Zebula was not eligible for an award from the 2025 Annual Incentive Compensation Plan and was not granted any long-term incentive awards in 2025 due to his previously announced retirement in March 2025. However, at its meeting on February 17, 2025, the HR Committee of the Board approved the vesting of the February 21, 2026, tranche of Mr. Zebula’s 2023 RSU award upon his retirement in March 2025. Had the Company not eliminated its mandatory age 65 retirement policy for certain officers, these RSUs would have vested in June 2025 upon Mr. Zebula’s retirement. This action was also in appreciation of Mr. Zebula’s willingness to accept the CFO position, delay his retirement and then retire after a suitable transition period with his successor.

  84. Outstanding Equity Awards at Fiscal Year-End for 2025

    Outstanding Equity Awards at Fiscal Year-End for 2025 The following table provides information with respect to holdings of restricted stock units and performance shares by the named executive officers on December 31, 2025. The named executive officers do not have any outstanding stock options.

  85. Outstanding Equity Awards at Fiscal Year-End for 2025

    | Name | Stock Awards | | | | | | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(1) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(2) | | William J. Fehrman | | | | | | 2024 - 2026 Performance Shares (3) | — | — | 72,890 | 8,404,946 | | 2025 - 2027 Performance Shares (3) | — | — | 167,194 | 19,279,140 | | 2026 - 2030 Performance Shares (3) | — | — | 173,040 | 19,953,242 | | 2024 Restricted Stock Units (4) | 8,329 | 960,417 | — | — | | 2024 New Hire Restricted Stock Units (5) | 27,764 | 3,201,467 | — | — | | 2025 Restricted Stock Units (6) | 27,866 | 3,213,228 | — | — | | 2025 Retention Restricted Stock Units (7) | 43,260 | 4,988,311 | — | — | | Trevor I. Mihalik | | | | | | 2025 New Hire Restricted Stock Units (8) | 15,966 | 1,841,039 | — | — | | 2025 - 2027 Performance Shares (3) | — | — | 57,446 | 6,624,098 | | 2025 Restricted Stock Units (6) | 9,574 | 1,103,978 | — | — | | 2025 Retention Restricted Stock Units (9) | 49,358 | 5,691,471 | — | — | | Douglas A. Cannon | | | | | | 2025 New Hire Restricted Stock Units (10) | 18,109 | 2,088,149 | — | — | | 2025 - 2027 Performance Shares (3) | — | — | 29,932 | 3,451,459 | | 2025 Restricted Stock Units (11) | 4,854 | 559,715 | — | — | | Robert B. Berntsen | | | | | | 2025 New Hire Restricted Stock Units (12) | 14,119 | 1,628,062 | — | — | | 2025 - 2027 Performance Shares (3) | — | — | 23,030 | 2,655,589 | | 2025 Restricted Stock Units (13) | 3,838 | 442,560 | — | — | | Alicia R. Knapp | | | | | | 2025 New Hire Restricted Stock Units (14) | 5,924 | 683,096 | — | — | | 2025 - 2027 Performance Shares (3) | — | — | 25,718 | 2,965,543 | | 2025 Restricted Stock Units (15) | 4,170 | 480,843 | — | — | | Charles E. Zebula | | | | | | 2023 - 2025 Performance Shares (3)(16) | — | — | 16,920 | 1,951,045 |

  86. Outstanding Equity Awards at Fiscal Year-End for 2025

    (1)Pursuant to applicable SEC rules, the number of performance shares reported in this column is the maximum number of performance shares issuable (200% of the amount outstanding on December 31, 2025) because the results for the performance shares that vested on December 31, 2025, were above target. However, the actual number of performance shares credited upon vesting will be based on the Company's actual performance over the applicable performance period. (2)Pursuant to applicable SEC rules, the market value of the performance shares reported in this column was calculated by multiplying the closing price of the Company’s common stock on December 31, 2025 ($115.31) by the maximum number of performance shares issuable, as set forth in the preceding column because the results for the performance shares that vested on December 31, 2025 were above target. However, the actual number of performance shares credited upon vesting will be based on AEP’s actual performance over the applicable performance period. (3)The Company’s practice is to grant performance shares at the beginning of each year with a three-year performance and vesting period. This results in awards for overlapping successive three-year performance periods. These awards generally vest at the end of the three-year performance period, except for the 2026 - 2030 award for Mr. Fehrman, which vests at the end of its five-year performance and vesting period. The 2026 - 2030 performance award does not vest, in whole or in part, if Mr. Fehrman retires before the vesting date. The performance shares awarded for the 2023 - 2025 performance period, including associated dividend credits, vested on December 31, 2025, and are shown in the Options Exercises and Stock Vested for 2025 table below. The awards shown for the 2024 - 2026 and 2025 - 2027 performance periods include performance shares resulting from reinvested dividends which are subject to the same performance criteria as the underlying awards. (4)These restricted stock units were granted on August 1, 2024, with vesting, generally subject to Mr. Fehrman’s continued employment, in three equal installments on February 21 of 2025, 2026, and 2027. The first and second installments vested on February 21, 2025, and February 21, 2026, respectively. The amounts shown include restricted stock units resulting from reinvested dividends. (5)These restricted stock units were granted on August 1, 2024, and will generally vest, subject to Mr. Fehrman’s continued employment, in three equal installments on the first, second, and third anniversary of the grant date. The first installment vested on August 1, 2025. The amounts shown include restricted stock units resulting from reinvested dividends. (6)These restricted stock units were granted on February 18, 2025, to Mr. Fehrman and on February 17, 2025, to Mr. Mihalik, and generally vest, subject to the executive officer’s continued employment, in three equal installments occurring three days after the first, second, and third anniversary of the grant date. The first installment vested on February 21, 2026. The vesting date for the second and third installments are February 21, 2027, and February 21, 2028. The amounts shown include restricted stock units resulting from reinvested dividends. (7)These restricted stock units were granted on December 18, 2025, and generally vest, subject to Mr. Fehrman’s continued employment, on December 31, 2030. These awards do not vest, in whole or in part, if Mr. Fehrman retires before the vesting date. (8)These restricted stock units were granted on January 17, 2025, and generally vest, subject to Mr. Mihalik’s continued employment, in three equal installments on February 21st of 2026, 2027, and 2028. The first installment vested on February 21, 2026. The amounts shown include restricted stock units resulting from reinvested dividends. (9)These restricted stock units were granted on June 12, 2025, and generally vest, subject to Mr. Mihalik’s continued employment, on August 1, 2029. Mr. Mihalik will not be eligible to retire prior to the vesting date of these awards. The amounts shown include restricted stock units resulting from reinvested dividends. (10)These restricted stock units were granted on June 11, 2025, and generally vest, subject to Mr. Cannon’s continued employment, in three equal installments on May 1st of 2026, 2027, and 2028. The amounts shown include restricted stock units resulting from reinvested dividends. (11)These restricted stock units were granted on June 11, 2025, and generally vest, subject to Mr. Cannon’s continued employment, in three equal installments on February 21st of 2026, 2027, and 2028. The first installment vested on February 21, 2026. The amounts shown include restricted stock units resulting from reinvested dividends. (12)These restricted stock units were granted on July 14, 2025, and generally vest, subject to Mr. Berntsen’s continued employment, in three equal installments on October 1st of 2026, 2027, and 2028. The amounts shown include restricted stock units resulting from reinvested dividends. (13)These restricted stock units were granted on July 14, 2025, and generally vest, subject to Mr. Berntsen’s continued employment, in three equal installments on February 21st of 2026, 2027, and 2028. The first installment vested on February 21, 2026. The amounts shown include restricted stock units resulting from reinvested dividends. (14)These restricted stock units were granted on September 29, 2025, and generally vest, subject to Ms. Knapp’s continued employment, in three equal installments on October 1st of 2026, 2027, and 2028. The amounts shown include restricted stock units resulting from reinvested dividends. (15)These restricted stock units were granted on September 29, 2025, and generally vest, subject to Ms. Knapp’s continued employment, in three equal installments on February 21st of 2026, 2027, and 2028. The first installment vested on February 21, 2026. The amounts shown include restricted stock units resulting from reinvested dividends. (16)The number and value of 2023 - 2025 performance shares shown is the prorated portion that vested upon Mr. Zebula’s retirement in March 2025.

  87. Option Exercises and Stock Vested for 2025

    Option Exercises and Stock Vested for 2025 The following table provides information with respect to the vesting of performance shares and restricted stock units in 2025 that were granted to our named executive officers in previous years. The named executive officers did not hold or exercise any stock options in 2025.

  88. Option Exercises and Stock Vested for 2025

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#)(1) | Value Realized on Vesting ($)(2) | | William J. Fehrman | 17,680 | 1,974,888 | | Trevor I. Mihalik | — | — | | Douglas A. Cannon | — | — | | Robert B. Berntsen | — | — | | Alicia R. Knapp | — | — | | Charles E. Zebula | 54,808 | 5,612,618 |

  89. Option Exercises and Stock Vested for 2025

    (1)This column includes 4,025 and 13,655 restricted stock units (RSUs) that vested on February 21, 2025, and August 1, 2025, respectively, for Mr. Fehrman. This column also includes 11,599 performance shares and related dividend equivalents for the 2023 - 2025 performance period that vested on December 31, 2025, for Mr. Zebula, as well as 20,954, 2,658, and 19,597 RSUs that vested on January 2, 2025, February 21, 2025, and March 14, 2025, respectively, for Mr. Zebula. (2)This column includes the value of RSUs that vested on January 2, 2025, February 21, 2024, March 14, 2025, and August 1, 2025 calculated by multiplying the number of units vesting by the closing price of the Company's common stock on those dates, which were $91.94, $105.33, $105.56, and $113.58 per share, respectively.

  90. Pension Benefits for 2025

    Pension Benefits for 2025 The following table provides information regarding the pension benefits for our named executive officers under AEP’s pension plans. The material terms of the plans are described following the table.

  91. Pension Benefits for 2025

    | Name | Plan Name | Number of Years Credited Service (#) | Present Value of Accumulated Benefit($)(1) | Payments During Last Fiscal Year($) | | William J. Fehrman | AEP Retirement Plan | 1.4 | 24,097 | — | | | AEP Supplemental Benefit Plan | 1.4 | 11,686 | — | | Trevor I. Mihalik | AEP Retirement Plan | — | — | — | | | AEP Supplemental Benefit Plan | — | — | — | | Douglas A. Cannon | AEP Retirement Plan | — | — | — | | | AEP Supplemental Benefit Plan | — | — | — | | Robert B. Berntsen | AEP Retirement Plan | — | — | — | | | AEP Supplemental Benefit Plan | — | — | — | | Alicia R. Knapp | AEP Retirement Plan | — | — | — | | | AEP Supplemental Benefit Plan | — | — | — | | Charles E. Zebula | AEP Retirement Plan | 26.9 | — | 780,363 | | | AEP Supplemental Benefit Plan | 26.9 | 1,583,102 (3) | — |

  92. Pension Benefits for 2025

    (1)The Present Value of Accumulated Benefits is based on the benefit accrued under the applicable plan through December 31, 2025, and the following assumptions (which are consistent with those used in AEP’s financial statements): •Mr. Fehrman retires as of July 31, 2027, and Mr. Zebula retires as of December 31, 2025 (the assumed retirement age for each). July 31, 2027, is the date that Mr. Fehrman would have the three years of service required for his retirement benefits to vest and is therefore the earliest he may retire without a benefit reduction. Mr. Zebula was eligible for an unreduced annuity benefit at age 62, and he was older than that age on December 31, 2025. •The named executive officer commences the payment of benefits (the “accrued benefit”) immediately upon retirement. •The value of the annuity benefit for the named executive officers is determined based upon the accrued benefit at their assumed retirement age, assumed discount rates of 5.50% and 5.30% for the benefits accrued under the AEP Retirement Plan and the AEP Supplemental Benefit Plan, respectively, and assumed mortality based upon the Pri-2012 mortality tables. Base mortality rates are derived from the Pri-2012 table using contingent survivor tables after retiree death without any collar adjustment for the qualified pension benefits and the white-collar adjustment for nonqualified pension benefits. Mortality improvements are projected generationally using the MP-2021 mortality projection scale. The value of the lump sum benefit at that assumed retirement age is determined based upon the accrued benefit, an assumed interest rate of 4.40%, and assumed mortality based on current IRS lump sum mortality with static mortality projections estimated to the date of retirement using mortality projection scale MP-2021. The present value of each of Mr. Fehrman’s benefits is determined by discounting the value of benefits described above at his assumed retirement age to his current age using assumed interest rates equal to the assumed discount rates specified in this paragraph, above, for each plan. No discount was applied for Mr. Zebula because he had already attained an age that made him eligible for unreduced benefits upon retirement. •For the AEP Retirement Plan, the present value of the accrued benefit is weighted based on 85% lump sum and 15% annuity based on the assumption that participants elect those benefit options in that proportion. For the AEP Supplemental Benefit Plan, the present value of the accrued benefits is weighted based on 100% lump sum. (2)Ms. Knapp and Messrs. Fehrman, Mihalik, Cannon and Berntsen were not eligible to participate in any AEP-sponsored pension plan because they did not meet the one-year service requirement for participation in 2025. (3)Mr. Zebula’s AEP Supplemental Benefit Plan benefit is calculated as of the first of the month following Mr. Zebula’s termination date (as of April 1, 2025), increased with 9 months of simple interest credit at the assumed interest rate of 4.54% to December 31, 2025. Mr. Zebula’s actual benefit under the AEP Supplemental Benefit Plan will be paid on or around July 1, 2026, in accordance with his payment election, with interest through the date of payment. Overview. AEP maintains tax-qualified and nonqualified defined benefit pension plans for eligible employees. The nonqualified plans provide benefits that cannot be paid under the tax-qualified plan because of limitations imposed on such plans by the Internal Revenue Code. The plans are designed to provide a retirement income to executives and their spouses, as well as a market-competitive benefit opportunity as part of a market-competitive total rewards package. AEP Retirement Plan. The AEP Retirement Plan is a tax-qualified defined benefit pension plan under which benefits are generally determined by reference to a cash balance formula. Mr. Zebula was paid his AEP Retirement Plan benefit in a lump sum in July 2025. As of December 31, 2025, none of the other named executive officers, except Mr. Fehrman, had become a participant, and Mr. Fehrman did not have the required three years of Company service to vest in his AEP Retirement Plan benefit. Cash Balance Formula. Under the cash balance formula, each participant has an account established to which dollar credits are allocated each year. 1.Company Credits. Each year, participants’ accounts are credited with an amount equal to a percentage of their salary and annual incentive award paid to them during the year. The applicable percentage is based on the participant’s age and years of service. The following table shows the applicable percentage:

  93. Pension Benefits for 2025

    | Sum of Age Plus Years of Service | Applicable Percentage | | Less than 30 | 3.0% | | 30-39 | 3.5% | | 40-49 | 4.5% | | 50-59 | 5.5% | | 60-69 | 7.0% | | 70 or more | 8.5% |

  94. Pension Benefits for 2025

    The Internal revenue Code limits the amount of eligible pay that can be included in the calculation of pension benefits in a qualified plan. For 2025, this limit was $350,000. 2.Interest Credits. All amounts in the cash balance accounts earn interest at the average interest rate on 30-year Treasury securities for the month of November of the prior year, with a floor of 4.00%. For 2025, the interest rate was 4.54%. AEP Supplemental Benefit Plan. The AEP Supplemental Benefit Plan is a nonqualified defined benefit pension plan. It generally provides eligible participants with benefits that are in excess of those provided under the AEP Retirement Plan as determined upon the participant’s termination of employment. These excess benefits are calculated under the terms of the AEP Retirement Plan described above, except that the limitations imposed by the Internal Revenue Code on annual compensation and annual benefits are disregarded. Participants do not become vested in their AEP Supplemental Plan benefit until they become vested in their AEP Retirement Plan benefit or upon a change in control. As of December 31, 2025, Mr. Zebula was fully vested in his AEP Supplemental Benefit Plan benefit, Mr. Fehrman had become a participant in this plan but did not yet have the required three years of Company service to vest in his benefit, and none of the other executive officers had the required one year of Company service to participate in this plan.

  95. Nonqualified Deferred Compensation for 2025

    Nonqualified Deferred Compensation for 2025 Overview. AEP maintains nonqualified deferred compensation plans that allow eligible employees, including the named executive officers, to defer receipt of a portion of their base salary, annual incentive compensation, and performance share awards. The plans are unfunded. Participants have an unsecured contractual commitment from the Company to pay the amounts due under these plans from the general assets of the Company. Certain named executive officers participated in the following nonqualified deferred compensation plans in 2025: •The American Electric Power System Supplemental Retirement Savings Plan (SRSP); and •The American Electric Power System Stock Ownership Requirement Plan (SORP). The following table provides information regarding contributions, earnings, and balances for our named executive officers under AEP’s two nonqualified deferred compensation plans, which are each further described below.

  96. Nonqualified Deferred Compensation for 2025

    | Name | Plan Name | Executive Contributions in Last FY (1)($) | Registrant Contributions in Last FY (2)($) | Aggregate Earnings in Last FY (3)($) | Aggregate Withdrawals / Distributions ($) | Aggregate Balance at Last FYE (4)($) | | William J. Fehrman | SRSP | 135,000 | 101,250 | 8,671 | — | 270,596 | | Trevor I. Mihalik (5) | SRSP | 33,000 | 24,750 | 834 | — | 58,584 | | Douglas A. Cannon | — | — | — | — | — | — | | Robert B. Berntsen | — | — | — | — | — | — | | Alicia R. Knapp | — | — | — | — | — | — | | Charles E. Zebula | SRSP | 25,198 | 18,899 | 127,622 | 3,007,843 | — | | | SORP | — | — | 887,930 | 4,408,147 | — |

  97. Nonqualified Deferred Compensation for 2025

    (1)The amounts set forth under “Executive Contributions in Last FY” for the SRSP are also reported in the Summary Compensation Table as either (i) Salary for 2025 or (ii) the Non-Equity Incentive Plan Compensation for 2024 which was paid or deferred in 2025. (2)The amounts set forth under “Registrant Contributions in Last FY” for the SRSP are also reported in the All Other Compensation column of the Summary Compensation Table. (3)No amounts set forth under “Aggregate Earnings in Last FY” have been reported in the Summary Compensation Table as there were no above market or preferential earnings credited to any named executive officer’s account in any of the Company’s plans. (4)The amounts set forth in the “Aggregate Balance at Last FYE” column for the SRSP include the SRSP amounts reported in the “Executive Contributions in Last FY” and “Registrant Contributions in Last FY” columns. In addition, the “Aggregate Balance at Last FYE” for the SRSP includes the following amounts previously reported in the Summary Compensation Table for prior years: $25,564 for Mr. Fehrman and $449,410 for Mr. Zebula. (5)Due to an administrative error, the SRSP contributions and earnings for 2025 for Mr. Mihalik were credited in February 2026, but are reported here as contributions and earnings for 2025, the year to which they relate. Supplemental Retirement Savings Plan. This plan allows eligible participants to save on a pre-tax basis and to continue to receive Company matching contributions beyond the limits imposed by the Internal Revenue Code on qualified plans of this type. •Participants can defer up to 50.0% of their base salary and annual incentive award in excess of the IRS eligible compensation limit for qualified plans, which was $350,000 for 2025. •The Company matches 100.0% of a participant’s contributions up to 1.0% of eligible compensation and 70.0% of the participant’s contributions from the next 5.0% of eligible compensation for a total Company match of up to 4.5% of eligible compensation. •Participants may not withdraw any amount credited to their account until their termination of employment with AEP. Participants may elect distribution of their account as a single payment or annual installment payments over a period of up to 10 years. Participants may delay the commencement of distributions for up to five years from the date of their termination of employment. •Participants may direct the investment of their plan account among the core investment options that are available to all employees in AEP’s qualified Retirement Savings Plan and one additional option that provides interest at a rate reset effective each January 1st at 120.0% of the applicable federal long-term rate with monthly compounding for the immediately preceding December. There are no above-market or preferential earnings with respect to the Supplemental Retirement Savings Plan’s investment options. Incentive Compensation Deferral Plan. This plan allows eligible employees to defer payment of up to 80.0% of vested performance shares. •AEP does not offer any matching contributions under this plan. •Vested performance shares that are deferred into this plan are tracked as phantom stock units and credited with dividend equivalent stock units for an additional six months following the vested date. After this six-month period, the stock unit value balances are credited to an AEP Stock Fund, from which participants may direct the investment of these balances among the core investment options that are available to all employees in AEP’s qualified Retirement Savings Plan. There are no above-market or preferential earnings with respect to the Incentive Compensation Deferral Plan. •Participants may not withdraw any amount credited to their account until their termination of employment with AEP. Participants may elect among the same payment options for the distributions of their account value as described above for the Supplemental Retirement Savings Plan’s investment options. Stock Ownership Requirement Plan. This plan assists executives in achieving their minimum stock ownership requirements. It does so primarily by tracking the executive’s AEP Career Shares, which are a form of deferred compensation that are unfunded and unsecured general obligations of AEP. The rate of return on AEP Career Shares is equivalent to the total return on AEP stock with dividends reinvested. Participants may not withdraw any amount credited to their account until six months after their termination of employment with AEP. Participants may elect among the same payment options for the distribution of their AEP Career Shares as described above for the Supplemental Retirement Savings Plan. AEP Career Shares are distributed in AEP common shares.

  98. Potential Payments Upon Termination of Employment or Change in Control

    Potential Payments Upon Termination of Employment or Change in Control The Company has entered into agreements and maintains plans that will require the Company to provide compensation to the named executive officers in the event their employment is terminated under certain specific circumstances, including in connection with a change in control of the Company. Actual payments will depend on the circumstances and timing of any termination of employment. In connection with any actual situation that results in employment termination, the Company may enter into new agreements or establish other arrangements that provide additional or alternative benefits or amounts that are different from those described below. The agreements and plans summarized below have complex terms and conditions with precise meanings that are designed to address many possible but currently hypothetical situations. Severance. AEP currently provides full-time employees, including the named executive officers, with severance benefits under the General Severance Plan if their employment is terminated as the direct result of a restructuring or downsizing (Severance-Eligible Employees) and the employee releases AEP from claims against the Company that may be lawfully released. These severance benefits include: •A lump sum severance payment equal to two weeks of base pay for each year of Company service, with a maximum of 52 weeks and a minimum of four weeks for employees with less than one year of AEP service and eight weeks for employees with at least one year of AEP service; and •Continued eligibility for medical and dental benefits at active employee rates for up to 12 months or until the participant becomes eligible for coverage from another employer, whichever occurs first. Severance-Eligible Employees also receive outplacement services. The incremental cost of those services may be up to $15,650 for the named executive officers. A Severance-Eligible Employee’s termination entitles them to a pro-rata portion of any outstanding unvested performance shares that they have held for at least six months. The prorated performance shares will not become payable until the end of the performance period and remain subject to all performance objectives. A severed executive who timely executes a release of all claims is entitled to vesting of a pro-rata portion of any restricted stock units to the extent not already vested and paid. The pro-rata portion of both performance shares and restricted stock units that vests under these circumstances is equal to the number of whole months of the vesting period that the participant has worked upon their employment termination divided by the number of whole months in the longest vesting period for each award, provided that the pro-rata portion of restricted stock units is then reduced by the portion that has already vested. Prorated retirement vesting, described below under Retirement, would apply to restricted stock units granted in 2025, other than those issued for retention purposes, to participants who become Severance-Eligible Employees and who are also retirement eligible. Severance-Eligible executive officers may continue financial counseling and tax preparation services for one year following their termination up to a maximum annual incremental cost to the Company of $20,000 plus related incidental expenses of the financial or tax advisor. The Company also has an Executive Severance Plan (Executive Severance Plan) that provides severance benefits to selected officers of the Company, including the named executive officers, subject to the executive’s agreement to comply with the provisions of the plan, including confidentiality, non-solicitation, cooperation and non-disparagement provisions during and after their AEP employment. Benefits under the Executive Severance Plan are conditioned on the participant’s execution of an agreement releasing all claims against the Company that may be lawfully released and committing the participant to a non-competition obligation for two years for the CEO and one year for all other participants. Executives may become eligible for benefits under both the General Severance Plan described above and the Executive Severance Plan; however, in that event, the cash severance benefits provided under the Executive Severance Plan are reduced by any amounts provided under the General Severance Plan. Benefits under the Executive Severance Plan would be triggered by a resignation for “good reason” or an involuntary termination by the Company without “cause” (each as defined below). The term “cause” with respect to the Executive Severance Plan means: (i)Failure or refusal to perform a substantial part of the executive’s assigned duties and responsibilities following notice and a reasonable opportunity to cure (if such failure or refusal is capable of cure); (ii)Commission of an act of willful misconduct, fraud, embezzlement, or dishonesty either in connection with the executive’s duties to the Company or which otherwise is injurious to the best interest or reputation of the Company; (iii)Repeated failure to follow specific lawful directions of the Board or any officer to whom the executive reports; (iv)A violation of any of the material terms and conditions of any written agreement or agreements the executive may from time to time have with the Company; (v)A material violation of any of the rules of conduct of behavior of the Company; (vi)Conviction of, or plea of guilty or nolo contendere to, (A) a felony, (B) a misdemeanor involving an act of moral turpitude, or (C) a misdemeanor committed in connection with the executive’s employment with the Company which is injurious to the best interest or reputation of the Company; or (vii)Violation of any applicable confidentiality, non-solicitation, or non-disparagement covenants or obligations relating to the Company (including the provisions to which the executive agreed when enrolling in the plan). An executive’s termination of employment that triggers benefits under his or her change in control agreement (described in the next section), that is due to his or her disability or death, or that occurs in connection with a transaction in which the executive becomes employed by a purchaser employer would not be considered an involuntary termination that may trigger the payment of benefits under the Executive Severance Plan. An executive would have “good reason” for resignation under the Executive Severance Plan if there is any reduction in the executive’s then current annual base salary without the executive’s consent; provided, however, that a uniform percentage reduction of 10% or less in the annual base salary of all executives participating in the Executive Severance Plan who are similarly situated would not be considered good reason for resignation. Also, the Company must be given 10 days following receipt of written notice from the executive to restore the executive’s base salary before his or her resignation may trigger plan benefits.

  99. Potential Payments Upon Termination of Employment or Change in Control

    If benefits under the Executive Severance Plan are triggered, the CEO would receive two times their base salary and target annual incentive award, payable over two years, and the other named executive officers would receive one times their base salary and target annual incentive award, payable over one year. In addition, a prorated portion of their outstanding unvested performance shares and RSUs would vest. The prorated portion of performance shares that vest do not become payable until the end of the applicable performance period and remain subject to all performance objectives. The prorated portion of restricted stock units granted in 2024 that vest would be delivered immediately if benefits are payable under the General Severance plan. However, if benefits are payable under the Executive Severance Plan but not the General Severance Plan, then the prorated portion of restricted stock units granted in 2024 that vest would be delivered as of the earlier of (i) six months after the participant’s last day worked or (ii) the 15th day of the third month after the calendar year in which falls the participant’s last day worked (or the immediately preceding business day if that day is not a business day). The prorated portion of restricted stock units issued in 2025 that vest because of circumstances that trigger benefits under either the General Severance plan or the Executive Severance Plan would be delivered at the end of the sixth month after the participant’s last day worked. Retirement. None of the named executive officers was retirement-eligible under any of the Company’s plans in 2025, except for Mr. Zebula, who retired in March 2025. However, the following description is provided to describe the retirement provisions that may be applicable to named executive officers in future years. If a named executive officer is retirement-eligible (as defined) at their termination of employment, a prorated portion of their outstanding unvested performance shares and a prorated portion of their unvested restricted stock units that were issued in 2025 would vest, if the executive timely signs an agreement releasing all claims against the Company that may be lawfully released. For this purpose, an executive is considered retirement-eligible if they have reached age 55, completed at least five years of service, and they have at least sixty-five points (based on full years of age and full years of AEP service); provided that their termination is not for cause, as defined below under a Change in Control, and is not a Qualifying Termination as described in the Change in Control Section that follows. The prorated portion of performance shares that vest do not become payable until the end of the applicable performance period and remain subject to all performance objectives. The prorated portion of an executive’s 2025 RSUs that vest by reason of retirement would be delivered at the end of the sixth month after the executive’s last day worked. Change in Control. A “change in control” is defined under AEP’s change in control agreements and Long-Term Incentive Plan as: •The acquisition by any person of the beneficial ownership of securities representing more than one-third of AEP’s voting stock; •A merger or consolidation of AEP with another corporation unless AEP’s voting securities outstanding immediately before such merger or consolidation continue to represent at least two-thirds of the total voting power of the surviving entity outstanding immediately after such merger or consolidation; or •Approval by the shareholders of the liquidation of AEP or the disposition of all or substantially all of the assets of AEP. AEP has a change in control agreement with each of the named executive officers that is triggered if there is a Qualifying Termination of the named executive officer’s employment. A “Qualifying Termination” for this purpose generally occurs when the executive’s employment is terminated in connection with that change in control (i) by AEP without “cause” or (ii) by the named executive officer for “good reason,” each as defined below. Such termination must be no later than two years after the change in control. These agreements provide for a lump sum payment equal to 2.99 times annual base salary plus target annual incentive compensation award under the annual incentive program in effect at the time of termination for AEP’s CEO (Mr. Fehrman); and 2.0 times the above amount for the other named executive officers. Mr. Zebula was not a participant in this plan on December 31, 2025, because he was not employed by the Company on that date. The term “cause” with respect to AEP’s change in control agreements means: (i)The willful and continued failure of the executive to perform the executive’s duties after a written demand for performance is delivered to the executive by the Board; or (ii)The willful conduct or omission by the executive, which the Board determines to be illegal; gross misconduct that is injurious to the Company; or a breach of the executive’s fiduciary duty to the Company. The term “good reason” with respect to AEP’s change in control agreements means: (i)An adverse change in the executive’s status, duties, or responsibilities from that in effect immediately prior to the change in control; (ii)The Company’s failure to pay in a timely fashion the salary or benefits to which the executive is entitled under any employment agreement in effect on the date of the change in control; (iii)The reduction of the executive’s salary is in effect on the date of the change in control; (iv)Any action taken by the Company that would substantially diminish the aggregate projected value of the executive’s awards or benefits under the Company’s benefit plans or policies; (v)A failure by the Company to obtain from any successor the assent to the change in control agreement; or (vi)The relocation, without the executive’s prior approval, of the office at which the executive is to perform services to a location that is more than 50 miles from its location immediately prior to the change in control. The Company must be given notice and an opportunity to cure any of these circumstances before they would be considered “good reason.” All awards under the Long-Term Incentive Plan vest upon a “Qualifying Termination” of a participant which may occur coincident with or within one year after a change in control. The term “Qualifying Termination” with respect to long-term incentive awards generally is the same as that described for the change in control agreements, except that “Cause” is defined more broadly to encompass: (i)Failure or refusal to perform assigned duties and responsibilities in a competent or satisfactory manner; (ii)Commission of an act of dishonesty, including, but not limited to, misappropriation of funds or any property of AEP; (iii)Engagement in activities or conduct injurious to the best interest or reputation of AEP; (iv)Insubordination; (v)Violation of any material term or condition of any written agreement with AEP; (vi)Violation of any of AEP’s rules of conduct of behavior; (vii)Commission of a felony, a misdemeanor involving an act of moral turpitude, or a misdemeanor committed in connection with employment at AEP which is injurious to the best interest or reputation of AEP; or (viii)Disclosure, dissemination, or misappropriation of confidential, proprietary, and/or trade secret information.

  100. Potential Payments Upon Termination of Employment or Change in Control

    In addition, performance shares would be deemed to have been fully earned at 100% of the target score upon a “Qualifying Termination” within one year following a change in control. The value of each vested performance share following a “Qualifying Termination” would be (1) the closing price of a share of AEP common stock on the date of the Qualifying Termination or (2) if the date of the Qualifying Termination is coincident with the change in control and if the change in control is the result of a tender offer, merger, or sale of all or substantially all of the assets of AEP, the price paid per share of common stock in that transaction. The AEP Supplemental Benefit Plan also provides that all accrued supplemental retirement benefits to the extent then unvested become fully vested upon a change in control.

  101. For William J. Fehrman

    | Executive Benefits and Payments Upon Termination | Resignation or Retirement | Severance | Involuntary Termination for Cause | Change in Control | Death | | Compensation: | | | | | | | Base Salary ($1,500,000) (1) | $— | $3,000,000 | $— | $4,485,000 | $— | | Annual Incentive for Completed Year (2) | $— | $3,900,000 | $— | $3,900,000 | $3,900,000 | | Other Payment for Annual Incentives (3) | $— | $4,800,000 | $— | $7,176,000 | $— | | Long-Term Incentives: (4) | | | | | | | 2024 - 2026 Performance Shares (5) | $— | $2,801,649 | $— | $4,202,473 | $2,801,649 | | 2025 - 2027 Performance Shares (5) | $— | $3,213,190 | $— | $9,639,570 | $3,213,190 | | 2026 - 2030 Performance Shares (5) | $— | $— | $— | $9,976,621 | $— | | 2024 Restricted Stock Units | $— | $622,973 | $— | $960,417 | $960,417 | | Restricted Stock Units - New Hire | $— | $1,422,875 | $— | $3,201,467 | $3,201,467 | | 2025 Restricted Stock Units | $— | $1,042,128 | $— | $3,213,228 | $3,213,228 | | Restricted Stock Units - Five-Year Retention | $— | $— | $— | $4,988,311 | $4,988,311 | | Benefits: | | | | | | | Financial Counseling | $— | $20,000 | $— | $20,000 | $20,000 | | Outplacement Services (6) | $— | $15,650 | $— | $15,650 | $— | | Total Incremental Compensation and Benefits | $— | $20,838,465 | $— | $51,778,737 | $22,298,262 |

  102. For Trevor I. Mihalik

    | Executive Benefits and Payments Upon Termination | Resignation or Retirement | Severance | Involuntary Termination for Cause | Change in Control | Death | | Compensation: | | | | | | | Base Salary ($975,000) (1) | $— | $975,000 | $— | $975,000 | $— | | Annual Incentive for Completed Year (2) | $— | $1,413,900 | $— | $1,413,900 | $1,413,900 | | Other Payment for Annual Incentives (3) | $— | $975,000 | $— | $1,950,000 | $— | | Long-Term Incentives: (4) | | | | | | | 2025 - 2027 Performance Shares (5) | $— | $1,104,016 | $— | $3,312,049 | $1,104,016 | | Restricted Stock Units - New Hire | $— | $597,094 | $— | $1,841,039 | $1,841,039 | | 2025 Restricted Stock Units | $— | $358,047 | $— | $1,103,978 | $1,103,978 | | Restricted Stock Units - 5-Year Retention | $— | $373,211 | $— | $5,691,471 | $5,691,471 | | Benefits: | | | | | | | Financial Counseling | $— | $20,000 | $— | $20,000 | $20,000 | | Outplacement Services (6) | $— | $15,650 | $— | $15,650 | $— | | Total Incremental Compensation and Benefits | $— | $5,831,918 | $— | $16,323,087 | $11,174,404 |

  103. For Douglas A. Cannon

    | Executive Benefits and Payments Upon Termination | Resignation or Retirement | Severance | Involuntary Termination for Cause | Change in Control | Death | | Compensation: | | | | | | | Base Salary ($800,000) (1) | $— | $800,000 | $— | $800,000 | $— | | Annual Incentive for Completed Year (2) | $— | $652,187 | $— | $652,187 | $652,187 | | Other Payment for Annual Incentives (3) | $— | $680,000 | $— | $1,360,000 | $— | | Long-Term Incentives: (4) | | | | | | | 2025 - 2027 Performance Shares (5) | $— | $575,243 | $— | $1,725,729 | $575,243 | | Restricted Stock Units - New Hire | $— | $406,028 | $— | $2,088,149 | $2,088,149 | | 2025 Restricted Stock Units | $— | $181,529 | $— | $559,715 | $559,715 | | Benefits: | | | | | | | Financial Counseling | $— | $20,000 | $— | $20,000 | $20,000 | | Outplacement Services (6) | $— | $15,650 | $— | $15,650 | $— | | Total Incremental Compensation and Benefits | $— | $3,330,637 | $— | $7,221,430 | $3,895,294 |

  104. For Robert B. Berntsen

    | Executive Benefits and Payments Upon Termination | Resignation or Retirement | Severance | Involuntary Termination for Cause | Change in Control | Death | | Compensation: | | | | | | | Base Salary ($800,000) (1) | $— | $800,000 | $— | $800,000 | $— | | Annual Incentive for Completed Year (2) | $— | $460,000 | $— | $460,000 | $460,000 | | Other Payment for Annual Incentives (3) | $— | $640,000 | $— | $1,280,000 | $— | | Long-Term Incentives: (4) | | | | | | | 2025 - 2027 Performance Shares (5) | $— | $442,598 | $— | $1,327,795 | $442,598 | | Restricted Stock Units - New Hire | $— | $90,448 | $— | $1,628,062 | $1,628,062 | | 2025 Restricted Stock Units | $— | $143,533 | $— | $442,560 | $442,560 | | Benefits: | | | | | | | Financial Counseling | $— | $20,000 | $— | $20,000 | $20,000 | | Outplacement Services (6) | $— | $15,650 | $— | $15,650 | $— | | Total Incremental Compensation and Benefits | $— | $2,612,229 | $— | $5,974,067 | $2,993,220 |

  105. For Alicia R. Knapp

    | Executive Benefits and Payments Upon Termination | Resignation or Retirement | Severance | Involuntary Termination for Cause | Change in Control | Death | | Compensation: | | | | | | | Base Salary ($800,000) (1) | $— | $800,000 | $— | $800,000 | $— | | Annual Incentive for Completed Year (2) | $— | $277,439 | $— | $277,439 | $277,439 | | Other Payment for Annual Incentives (3) | $— | $680,000 | $— | $1,360,000 | $— | | Long-Term Incentives: (4) | | | | | | | 2025 - 2027 Performance Shares (5) | $— | $494,257 | $— | $1,482,771 | $494,257 | | Restricted Stock Units - New Hire | $— | $37,950 | $— | $683,096 | $683,096 | | 2025 Restricted Stock Units | $— | $155,949 | $— | $480,843 | $480,843 | | Benefits: | | | | | | | Financial Counseling | $— | $20,000 | $— | $20,000 | $20,000 | | Outplacement Services (6) | $— | $15,650 | $— | $15,650 | $— | | Total Incremental Compensation and Benefits | $— | $2,481,245 | $— | $5,119,799 | $1,955,635 |

  106. CEO Pay Ratio

    CEO Pay Ratio The following is a reasonable estimate, prepared in accordance with applicable SEC rules, of the ratio of the annual total compensation of our Chief Executive Officer as of December 31, 2025, to the median of the annual total compensation of all of our employees (except for the CEO). We identified the median employee in 2025 by first determining the total base pay, annual incentive compensation, and 401(k) Company match for each employee who was employed by us on December 31, 2025. Based on this compensation measure, we identified the median employee from among our entire employee population. After identifying the median employee, we calculated annual total 2025 compensation for such employee using the same methodology we use for our named executive officers, as set forth in the Summary Compensation Table in this proxy statement. Mr. Fehrman, who was Chair, President and CEO as of December 31, 2025, had 2025 annual total compensation of $36,601,524, as reflected in the Summary Compensation Table included in this Proxy Statement. The 2025 annual total compensation of our median employee (other than the CEO) was $140,432. The median employee’s total compensation includes base wages; any overtime earnings; annual incentive compensation; the change in the present value of the employee’s pension benefits; and the Company’s matching contributions to the retirement savings plan. Based on the foregoing, our estimate of the 2025 ratio of the annual total compensation of our CEO to the median annual total compensation of all our employees (other than the CEO) was 261 to 1. The SEC rules for identifying the median of the annual total compensation of employees allow companies to adopt a variety of methodologies. The employee populations of public companies necessarily reflect their business mix, locations, and different insourcing vs. outsourcing solutions, in addition to their compensation practices. Therefore, CEO pay ratios reflect much more than differences in each company’s compensation practices for their CEO and other employees and may not provide useful comparisons of compensation practices in isolation from other factors.

  107. Pay Versus Performance

    Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid (“CAP”) and certain measures of the financial performance of the Company. For further information concerning the Company’s variable pay-for-performance philosophy and how the Company aligns executive compensation with the Company’s performance, refer to the Compensation Discussion and Analysis beginning on page 44.

  108. Pay Versus Performance

    | | Summary Compensation Table Total for PEO (1) | Compensation Actually Paid to PEO (2) | Average Summary Compensation Table Total for Non-PEO NEOs (3) | Average Compensation Actually Paid to Non-PEO NEOs (4) | Value of Initial Fixed $100 Investment Based on: | | Net Income (millions) (7) | Operating Earnings Per Share (8) | | Year | | | | | Total Shareholder Return (5) | Peer Group Total Shareholder Return (6) | | | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2025 | $36,608,524 | $44,766,056 | $6,111,886 | $7,240,764 | $166.24 | $166.34 | $3,696.00 | $5.97 | | 2024 Fehrman | $13,257,022 | $11,673,362 | $3,481,271 | $3,891,405 | $128.52 | $140.83 | $2,975.80 | $5.62 | | 2024 Fowke | $11,330,019 | $12,771,417 | | | | | | | | 2024 Sloat | $2,921,283 | $(1,503,017) | | | | | | | | 2023 | $10,633,745 | $7,505,424 | $3,234,865 | $54,738 | $108.77 | $114.09 | $2,212.60 | $5.25 | | 2022 | $16,375,508 | $21,518,114 | $3,069,010 | $3,245,587 | $122.17 | $122.79 | $2,305.60 | $5.09 | | 2021 | $15,051,215 | $18,719,493 | $3,372,510 | $2,978,593 | $110.69 | $120.02 | $2,488.10 | $4.74 |

  109. Pay Versus Performance

    (1)“PEO” means Principal Executive Officer, who for all 2025 was William J. Fehrman; 2024 was William J. Fehrman from August 1, 2024, through December 31, 2024; Ben Fowke from February 26, 2024, through July 31, 2024; and Julia A. Sloat from January 1, 2024, through February 25, 2024. Julia A. Sloat was AEP’s PEO for all of 2023, and Nicholas K. Akins was AEP’s PEO for all of 2022, 2021 and 2020. The dollar amounts reported in column (b) are the amounts of total compensation reported for the applicable PEO for the corresponding year in the “Total” column of the Summary Compensation Table (“SCT”). Refer to the SCT in the proxy statement for each year for further information. (2)The dollar amounts reported in column (c) represent the amount of “compensation actually paid” or “CAP” for Mr. Fehrman, Mr. Fowke, Ms. Sloat, or Mr. Akins, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Fehrman, Mr. Fowke, Ms. Sloat, or Mr. Akins during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Fehrman’s, Mr. Fowke’s, Ms. Sloat’s, and Mr. Akins’ Total Compensation shown in the SCT for the applicable year to calculate “CAP”:

  110. Pay Versus Performance

    | | Reported Summary Compensation Table Total | Reported Stock Awards (A) | Equity Award Adjustments (B) | Reported Change in Pension Value (C) | Pension Benefit Adjustments (D) | Compensation Actually Paid to PEO | | Year | | | | | | | | 2025 | $36,608,524 | $(29,339,782) | $37,461,629 | $35,685 | $— | $44,766,056 | | 2024 Fehrman | $13,257,022 | $(9,469,144) | $7,885,484 | $— | $— | $11,673,362 | | 2024 Fowke | $11,330,019 | $(8,060,780) | $9,502,178 | $— | $— | $12,771,417 | | 2024 Sloat | $2,921,283 | $— | $(4,365,060) | $(140,257) | $81,017 | $(1,503,017) | | 2023 | $10,633,745 | $(8,321,524) | $5,324,782 | $(210,263) | $78,683 | $7,505,424 | | 2022 | $16,375,508 | $(10,824,690) | $15,998,849 | $(204,063) | $172,510 | $21,518,114 | | 2021 | $15,051,215 | $(9,976,149) | $13,937,070 | $(461,732) | $169,089 | $18,719,493 |

  111. Pay Versus Performance

    (A) This column reflects the total grant date fair value of equity awards reported in the “Stock Awards” column in the SCT for the applicable year for Mr. Fehrman for 2025, Mr. Fehrman, Mr. Fowke, and Ms. Sloat for 2024, Ms. Sloat for 2023 and Mr. Akins for 2022, 2021, and 2020. Neither Mr. Fehrman, Mr. Fowke, Ms. Sloat, nor Mr. Akins received any stock option awards in the years shown. (B) The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: i.The year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; ii.The amount of change as of the end of the applicable year (from the end of the prior fiscal year) in the fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; iii.For awards that are granted and vest in the same applicable year, which was the case for 2024 awards for Mr. Fowke but not for any of the AEP’s other PEOs for any year, the fair value as of the vesting date; iv.For awards granted in prior years that had all applicable vesting conditions satisfied in the applicable year, the change in fair value as of the vesting date (from the end of the prior fiscal year); v.For awards granted in prior years that are determined to permanently not meet the applicable vesting conditions during the applicable year, which was the case for 2024 awards for Ms. Sloat and for Mr. Akins for 2023, a deduction equal to the fair value at the end of the prior fiscal year; and vi.The dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year, of which there were none for any of AEP’s PEOs for any year. The valuation methodology used to determine valuation assumptions and calculate fair values for the TSR portion of the Company’s performance units is consistent with those previously disclosed for the calculation of grant date values and was calculated in accordance with FASB ASC Topic 718 by an independent third party. See Note 15 to the Consolidated Financial Statements included in our Form 10-K for the applicable year for a discussion of the relevant assumptions used in calculating the grant date fair values of equity awards. Performance measures, other than TSR, in the Company’s performance shares were valued using target scores as of the grant date, the Company’s projected score for each measure for valuation dates within the performance period, and the actual score for vested awards. These scores were multiplied by the closing share price of AEP common stock on the vesting date or at year-end, as applicable, and by the number of shares or units then outstanding associated with the weight assigned to each performance measure, including shares or units due to dividend credits. The prorated portion of performance shares that vest due to the elimination of an executive’s position and separation from AEP service as the result of a consolidation, reorganization, restructuring, or downsizing, or under circumstances that give rise to Executive Severance Plan Benefits are treated as unvested until the end of the performance period for the purpose of calculating “CAP”. The unrestricted but not yet payable shares granted to Mr. Akins in 2023 were also treated as unvested shares for that year. The amounts deducted or added in calculating the equity award adjustments are as follows:

  112. Pay Versus Performance

    | | Year End Fair Value of Equity Awards Granted in Year Shown | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year | Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year | Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation | Total Equity Award Adjustments | | Year | | | | | | | | | 2025 | $34,152,225 | $2,965,147 | $— | $344,257 | $— | $— | $37,461,629 | | 2024 Fehrman | $7,885,484 | $— | $— | $— | $— | $— | $7,885,484 | | 2024 Fowke | $— | $— | $9,502,178 | $— | $— | $— | $9,502,178 | | 2024 Sloat | $— | $685 | $— | $311,912 | $(4,677,657) | $— | $(4,365,060) | | 2023 | $6,788,470 | $(872,237) | $— | $(591,451) | $— | $— | $5,324,782 | | 2022 | $14,002,330 | $1,846,351 | $— | $150,168 | $— | $— | $15,998,849 | | 2021 | $12,066,172 | $371,547 | $— | $1,499,351 | $— | $— | $13,937,070 |

  113. Pay Versus Performance

    (C) The amounts included in this column are the Change in Pension Value amounts reported in “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column of the SCT for the applicable year. Neither Mr. Fehrman nor Mr. Fowke was eligible to participate in AEP’s pension plan during 2024. None of AEP’s PEOs received preferential or above-market earnings on deferred compensation for any of the years shown. (D) The total pension benefit adjustment for each applicable year includes the aggregate of two components: (i) the actuarially determined service cost for services rendered by AEP’s PEOs during the applicable year (the “service cost”); and (ii) the entire cost of benefits granted in a plan amendment (or initiation) during the applicable year that are attributed by the benefit formula to services rendered in periods prior to the plan amendment or initiation (the “prior service cost”), of which there were none. In each case, the adjustments are calculated in accordance with U.S. GAAP. The amounts deducted or added in calculating the pension benefit adjustments are as follows:

  114. Pay Versus Performance

    | Year / Plan | Service Cost | Prior Service Cost | Total Pension Benefit Adjustments | | 2025 | | | | | AEP Retirement Plan | $— | $— | $— | | AEP Supplemental Benefit Plan | $— | $— | $— | | 2025 Total | $— | $— | $— | | 2024 | | | | | 2024 - Fehrman | $— | $— | $— | | 2024 - Fowke | $— | $— | $— | | 2024 - Sloat | $— | $— | $— | | AEP Retirement Plan | $46,247 | $— | $46,247 | | AEP Supplemental Benefit Plan | $94,010 | $— | $94,010 | | 2024 Total | $140,257 | $— | $140,257 | | 2023 | | | | | AEP Retirement Plan | $14,385 | $— | $14,385 | | AEP Supplemental Benefit Plan | $64,298 | $— | $64,298 | | 2023 Total | $78,683 | $— | $78,683 | | 2022 | | | | | AEP Retirement Plan | $23,676 | $— | $23,676 | | CSW Executive Retirement Plan | $148,834 | $— | $148,834 | | 2022 Total | $172,510 | $— | $172,510 | | 2021 | | | | | AEP Retirement Plan | $23,999 | $— | $23,999 | | CSW Executive Retirement Plan | $145,090 | $— | $145,090 | | 2021 Total | $169,089 | $— | $169,089 |

  115. Pay Versus Performance

    (3)The dollar amounts reported in column (d) represent the average of the amounts reported for the Company’s named executive officers (NEOs) as a group, excluding AEP’s PEOs, for the applicable year, in the “Total” column of the SCT in the applicable year. Refer to the SCT in the proxy statement for each year for further information. The names of each of AEP’s Non-PEO NEOs (i.e., excluding Mr. Fehrman for 2025, Mr. Fehrman, Mr. Fowke, and Ms. Sloat for 2024, Ms. Sloat for 2023, and Mr. Akins for 2020-2022) included for purposes of calculating the average amounts in each applicable year are as follows: 2025: Trevor I. Mihalik, Douglas A. Cannon, Robert B. Berntsen, Alicia R. Knapp, and Charles E. Zebula 2024: Charles E. Zebula, Greg B. Hall, David M. Feinberg, Therace M. Risch 2023: Charles E. Zebula, David M. Feinberg, Christian T. Beam, Peggy I. Simmons, Nicholas K. Akins, and Ann P. Kelly 2022: Julia A. Sloat, Ann P. Kelly, David M. Feinberg, Charles E. Zebula, Paul Chodak III, and Lisa M. Barton 2021: Julia A. Sloat, Lisa M. Barton, David M. Feinberg, Charles E. Zebula, Brian X. Tierney, and Mark C. McCullough (4)The dollar amounts reported in column (e) represent the average amount of “CAP” for the NEOs as a group, excluding AEP’s PEOs for the applicable year, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the NEOs as a group, excluding AEP’s PEOs for the applicable year, during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for the NEOs as a group, excluding AEP’s PEOs for the applicable year, for each year to determine the “CAP”, using the same methodology described above in Note 2:

  116. Pay Versus Performance

    | | Average Reported Summary Compensation Table Total for Non-PEO NEOs | Average Reported Value of Stock Awards | Average Equity Award Adjustments (A) | Average Reported Change in Pension Value | Average Pension Benefit Adjustments (B) | Average Compensation Actually Paid “CAP” to Non-PEO NEOs | | Year | | | | | | | | 2025 | $6,111,886 | $(4,229,588) | $5,373,947 | $(30,397) | $14,915 | $7,240,764 | | 2024 | $3,481,271 | $2,071,328 | $2,546,522 | $134,680 | $69,620 | $3,891,405 | | 2023 | $3,234,865 | $(1,825,263) | $(1,218,452) | $(211,962) | $75,549 | $54,738 | | 2022 | $3,069,010 | $(1,896,237) | $2,019,809 | $(2,514) | $55,520 | $3,245,587 | | 2021 | $3,372,510 | $(1,903,587) | $1,517,671 | $(63,057) | $55,056 | $2,978,593 |

  117. Pay Versus Performance

    (A) The amounts deducted or added in calculating the total average equity award adjustments for non-PEO NEOs are as follows:

  118. Pay Versus Performance

    | Year | Average Year End Fair Value of Equity Award | Year over Year Average Change in Fair Value of Outstanding and Unvested Equity Awards | Average Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year | Year over Year Average Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | Average Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year | Average Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation | Total Average Equity Award Adjustments | | 2025 | $5,263,807 | $— | $— | $154,416 | $(44,276) | $— | $5,373,947 | | 2024 | $2,164,155 | $40,313 | $— | $342,054 | $— | $— | $2,546,522 | | 2023 | $1,354,725 | $(554,215) | $14,510 | $(750,710) | $(1,282,762) | $— | $(1,218,452) | | 2022 | $1,916,756 | $222,215 | $28,346 | $36,593 | $(184,101) | $— | $2,019,809 | | 2021 | $1,487,311 | $48,144 | $215,087 | $222,189 | $(455,060) | $— | $1,517,671 |

  119. Pay Versus Performance

    (B) The amounts deducted or added in calculating the total pension benefit adjustments for non-PEO NEOs are as follows:

  120. Pay Versus Performance

    | Year / Plan | Average Service Cost | Average Prior Service Cost | Average Total Pension Benefit Adjustments | | 2025 | | | | | AEP Retirement Plan | $4,497 | $— | $4,497 | | AEP Supplement Benefit Plan | $10,418 | $— | $10,418 | | 2025 Total | $14,915 | $— | $14,915 | | 2024 | | | | | AEP Retirement Plan | $20,343 | $— | $20,343 | | AEP Supplement Benefit Plan | $49,277 | $— | $49,277 | | 2024 Total | $69,620 | $— | $69,620 | | 2023 | | | | | AEP Retirement Plan | $18,505 | $— | $18,505 | | AEP Supplement Benefit Plan | $57,044 | $— | $57,044 | | 2023 Total | $75,549 | $— | $75,549 | | 2022 | | | | | AEP Retirement Plan | $15,227 | $— | $15,227 | | AEP Supplement Benefit Plan | $40,293 | $— | $40,293 | | 2022 Total | $55,520 | $— | $55,520 | | 2021 | | | | | AEP Retirement Plan | $12,220 | $— | $12,220 | | AEP Supplement Benefit Plan | $42,836 | $— | $42,836 | | 2021 Total | $55,056 | $— | $55,056 |

  121. Pay Versus Performance

    (5)Total shareholder return (TSR) reflects the value at the end of the year shown of $100 invested in the Company’s common stock at the closing market price on the last trading day immediately prior to the first year shown. This provides a cumulative TSR value that incorporates both the appreciation or depreciation of the Company’s stock price and the value of dividends, which are assumed to have been reinvested in additional AEP shares. TSR for this purpose was calculated and provided by Bloomberg L.P. as of December 31, 2025. Past performance is not a guarantee of future results. (6)Represents the market-capitalization weighted average TSR of the S&P Electric Utilities (SP833) that was also used for the stock performance graph required by Item 201(e) of Regulation S-K in our Annual Report for the year ended December 31, 2025. This is an index of peer companies provided by S&P Dow Jones Indices LLC for which the TSR was calculated and provided by Bloomberg L.P. as of December 31, 2025. (7)The dollar amounts reported represent the amount of net income reflected in the Company’s audited financial statements for the applicable year. (8)Operating earnings per share is a non-GAAP financial measure. Exhibit A to the proxy statement for the corresponding year contains a full reconciliation of GAAP earnings per share to non-GAAP operating earnings per share for that year. For purposes of Item 402(v) of Regulation S-K, the Company has determined that operating earnings per share is the financial performance measure that, in the Company’s assessment, represents the most important performance measure used by the Company to link “CAP” of the Company’s NEOs to Company performance for the most recent four fiscal years.