AES CORP (AES) Risk Factors

Recent key developments

Concrete developments — dated events, named agreements and instruments, legal proceedings — that AES CORP surfaced in its latest filing.

• AES entered into the Merger Agreement on March 1, 2026, with closing expected in late 2026 or early 2027, subject to AES shareholder approval (received June 26, 2026), regulatory approvals without a Burdensome Condition, absence of legal prohibitions, accuracy of representations and warranties, compliance with covenants, and no material adverse effect.March 1, 2026
• AES shareholders approved the merger on June 26, 2026.June 26, 2026
• Either party may terminate the Merger Agreement if the merger is not consummated by June 1, 2027; the outside date may be extended for two additional three-month periods if regulatory approvals are the only unmet conditions.June 1, 2027
• AES may be required to pay a termination fee of approximately $321 million to Parent if AES terminates for certain specified reasons under the Merger Agreement.
• The Company and its directors have been named in securities class action and derivative lawsuits arising out of the proposed Merger, including two complaints filed as individual actions by purported stockholders against the Company and its Board of Directors.
• Sixteen demand letters from law firms alleging disclosure deficiencies in the Preliminary Proxy Statement filed May 4, 2026 and/or the Definitive Proxy Statement filed May 15, 2026.
• Two stockholder books and records demands were made in connection with the proposed Merger.
• One stockholder demanded appraisal of alleged shares.