UNITED STATES OF AMERICA

UNITED STATES OF AMERICA

Before the

SECURITIES AND EXCHANGE COMMISSION

SECURITIES EXCHANGE ACT OF 1934

Release No. 105751 / June 23, 2026

ADMINISTRATIVE PROCEEDING

File No. 3-22425

:

In the Matter of

:

:

American Electric Power Company, :

Inc.,

:

:

Respondent.

:

CORRECTED ORDER APPROVING

PLAN OF DISTRIBUTION

On January 17, 2025, the Commission issued an Order Instituting Cease-and-Desist

Proceedings Pursuant to Section 8A of the Securities Act of 1933 and Section 21C of the

Securities Exchange Act of 1934, Making Findings, and Imposing a Cease-and-Desist Order (the

“Order”)1 against American Electric Power Company, Inc. (the “Respondent”).

In the Order, the Commission found that American Electric Power, a New York public

utility holding corporation, with its principal place of business in Columbus, Ohio violated

federal securities laws in connection with its relationship with, and statements made about,

Empowering Ohio's Economy, Inc. (“Empowering Ohio”), an Internal Revenue Code Section

501(c)(4) entity that American Electric Power formed, fully funded, and controlled. The

Commission found that the Respondent violated Section 17(a)(2) of the Securities Act, Sections

13(a), 13(b)(2)(A), and 13(b)(2)(B) of the Securities Exchange Act (the “Exchange Act”) and

Rules 12b-20 and 13a-1 thereunder.

The Commission ordered the Respondent to pay a $19,000,000 civil money penalty to the

Commission. The Commission also created a Fair Fund, pursuant to Section 308(a) of the

Sarbanes-Oxley Act of 2002, so the penalty collected can be distributed to harmed investors (the

“Fair Fund”).

The Fair Fund includes the $19,000,000 collected from the Respondent. The assets of the

Fair Fund are subject to the continuing jurisdiction and control of the Commission. The Fair

Fund and has been deposited in a Commission-designated account at the U.S. Department of the

Treasury, and any interest accrued will be added to the Fair Fund.

1

Securities Act Rel. No. 11356 (Jan. 17, 2025).

On May 1, 2026, the Division of Enforcement, pursuant to delegated authority, published

a Notice of Proposed Plan of Distribution and Opportunity for Comment (“Notice”),2 pursuant to

Rule 1103 of the Commission’s Rules on Fair Fund and Disgorgement Plans (“Commission’s

Rules”);3 and simultaneously posted the Proposed Plan of Distribution (the “Proposed Plan”).

The Notice advised interested persons that they could obtain a copy of the Proposed Plan from

the Commission’s public website or by submitting a written request to Jacqueline BermanGorvine, United States Securities and Exchange Commission, 100 F Street, NE, Washington, DC

20549-5876. The Notice also advised that all persons desiring to comment on the Proposed Plan

could submit their comments, in writing, within 30 days of the Notice. The Commission

received no comments on the Proposed Plan during the comment period.

The Proposed Plan provides for the distribution of the Net Available Fair Fund4 is

comprised of the $19,000,000 in civil money penalties collected from the Respondent, plus any

interest and income earned thereon, less taxes, fees and expenses to be distributed to investors

based on their losses on shares of American Electric Power (“AEP”) common stock (“Security”)

purchased from January 1, 2018 through June 7, 2021, (the “Relevant Period”) due to share price

inflation caused by the Respondent's false and misleading statements.

The Division of Enforcement now requests that the Commission approve the Proposed

Plan.

Accordingly, it is hereby ORDERED, pursuant to Rule 1104 of the Commission’s

Rules, that the Proposed Plan is approved, and the approved Plan of Distribution shall be posted

simultaneously with this order on the Commission’s website at www.sec.gov.

5

For the Commission, by the Division of Enforcement, pursuant to delegated authority.6

Vanessa A. Countryman

Secretary

Exchange Act Rel. No. Exchange Act Rel. No. 105348 (May 1, 2026).

17 C.F.R. § 201.1103.

4

All capitalized terms used herein but not defined shall have the same meanings ascribed to them in the Proposed

Plan.

5

17 C.F.R. § 201.1104.

6

17 C.F.R. § 200.30-4(a)(21)(iv).

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2