Item 9A. Controls and Procedures
ITEM 9A. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
The Registrants, through the oversight of FirstEnergy's Disclosure Committee, have established disclosure controls and procedures to ensure that information is accumulated and communicated to management, including their respective principle executive officer and principle financial officer, as appropriate to allow timely decisions regarding required disclosure, and ensure that information required to be disclosed in the reports the Registrants file or submit under the Exchange Act, are recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms.
The management of the Registrants, with the participation of their respective principal executive officer and principal financial officer, have established and evaluated the effectiveness of their disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this report. Based on that evaluation, the principal executive officers and principal financial officers of the Registrants have concluded that the disclosure controls and procedures in place were effective as of the end of the period covered by this report.
Management’s Report on Internal Control over Financial Reporting
Management of FirstEnergy is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. FirstEnergy’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Management conducted an evaluation of the effectiveness of FirstEnergy's internal control over financial reporting as of December 31, 2025, based on the framework in "Internal Control-Integrated Framework" (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on that evaluation, management concluded that FirstEnergy's internal control over financial reporting was effective as of December 31, 2025.
The effectiveness of FirstEnergy's internal control over financial reporting as of December 31, 2025 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report, which is included herein.
This Annual Report does not include a report of JCP&L’s assessment regarding internal control over financial reporting due to the transition period established by the rules of the SEC for newly public companies.
Changes in Internal Control over Financial Reporting
During the quarter ended December 31, 2025, there were no changes in internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that have materially affected, or are reasonably likely to materially affect, the Registrants’ internal control over financial reporting.
ITEM 9B. OTHER INFORMATION
Trading Arrangements
During the quarter ended December 31, 2025, no director or officer (as defined in Rule 16a-1(f) promulgated under the Exchange Act) of FE adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement” (as each term is defined in Item 408 of Regulation S-K).
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
171
The information required by Item 10. with respect to FE is incorporated herein by reference to FirstEnergy's 2026 Statement to be filed with the SEC pursuant to Regulation 14A under the Exchange Act. Information relating to JCP&L is omitted pursuant to General Instruction I(2) to Form 10-K.
FirstEnergy has adopted an insider trading compliance policy regarding securities transactions (the "Insider Trading Practice") that applies to its directors, officers, employees, consultants, and contractors and our subsidiaries, as well as the company itself. FirstEnergy believes that the Insider Trading Compliance Practice is reasonably designed to promote compliance with insider trading laws, rules and regulations with respect to the purchase, sale and/or other dispositions of FirstEnergy’s securities, as well as the applicable rules and regulations of the New York Stock Exchange. A copy of the Insider Trading Practice is filed as Exhibit 19 to this Annual Report on Form 10-K.
ITEM 11. EXECUTIVE COMPENSATION
The information required by Item 11. with respect to FE is incorporated herein by reference to FirstEnergy’s 2026 Proxy Statement to be filed with the SEC pursuant to Regulation 14A under the Exchange Act. Information relating to JCP&L is omitted pursuant to General Instruction I(2) to Form 10-K.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The Item 403 of Regulation S-K information required by Item 12. with respect to FE is incorporated herein by reference to FirstEnergy's 2026 Proxy Statement to be filed with the SEC pursuant to Regulation 14A under the Exchange Act. Information relating to JCP&L is omitted pursuant to General Instruction I(2) to Form 10-K.
The following table contains information as of December 31, 2025, regarding compensation plans for which shares of FE common stock may be issued.
Plan category Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in First Column)
Equity compensation plans approved by security holders 4,763,785 (1) $ — (2) 7,444,718 (3)
Equity compensation plans not approved by security holders (4)
— $ — —
Total 4,763,785 $ — 7,444,718
(1) Includes 251,305 shares related to the DCPD that are expected to be paid in stock, 2,461,710 shares subject to outstanding awards of performance-based RSU awards and time-based RSU awards granted under the ICP 2020 (assuming, with respect to performance-based RSU awards, payouts at a target level of performance for the 2023-2025, 2024-2026, and 2025-2027 cycles, including dividend reinvestments thereon) as well as 2,050,770 additional shares to be paid if maximum performance metrics are achieved for the three outstanding cycles with respect to the performance-based RSU awards.
(2) There are no outstanding options, therefore, no consideration is required from participants for the exercise or vesting of any outstanding equity compensation awards.
(3) Additional shares may become available due to cancellations, forfeitures, cash settlements or other similar circumstances with respect to outstanding awards.
(4) All equity compensation plans have been approved by FE's shareholders.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
The information required by Item 13. with respect to FE is incorporated herein by reference to FirstEnergy’s 2026 Proxy Statement to be filed with the SEC pursuant to Regulation 14A under the Exchange Act. Information relating to JCP&L is omitted pursuant to General Instruction I(2) to Form 10-K.
172
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
FirstEnergy - The information called for by this Item 14. is incorporated herein by reference to FirstEnergy’s 2026 Proxy Statement to be filed with the SEC pursuant to Regulation 14A under the Exchange Act under the caption “Matters Relating to the Independent Registered Public Accounting Firm".
JCP&L - As a wholly owned subsidiary of FE, JCP&L does not have a separate audit committee. The FE Audit Committee fulfilled the audit committee function for JCP&L as it relates to the pre-approval of 2025 and 2024 audit and non-audit services provided by the independent registered public accounting firm. As such, all audit and non-audit services provided by the independent auditor to JCP&L in 2025 and 2024 were pre-approved by the FE Audit Committee consistent with its duly adopted pre-approval policies and procedures. A description of the FE Audit Committee pre-approval policies is contained in FirstEnergy's 2026 Proxy Statement which is incorporated herein by reference as described above.
Audit fees for professional services rendered by PricewaterhouseCoopers LLP were $1,212 thousand for December 31, 2025 and $1,834 thousand for December 31, 2024, respectively. These fees are related to professional services rendered for the audit of JCP&L's annual financial statements, and for services in connection with statutory and regulatory filings and engagements, including comfort letters for financings. The 2025 and 2024 audit fees also include additional audit services to support the registration of JCP&L with the SEC, as well as additional professional and other services, the cost of which may ultimately be allocated to JCP&L companies though not billed directly to them. There were no fees related to tax, audit related or other services.
PART IV
ITEM 15. EXHIBIT AND FINANCIAL STATEMENT SCHEDULES
(a) The following documents are filed as a part of this report on Form 10-K:
1. Financial Statements:
Report of Independent Registered Public Accounting Firm (PCAOB ID 238 ) for the Registrants is listed under Item 8., "Financial Statements and Supplementary Data," herein.
The financial statements filed as a part of this report for the Registrants are listed under Item 8., "Financial Statements and Supplementary Data," herein.
2. Financial Statement Schedules:
Not applicable - Schedules not included are omitted because of the absence of conditions under which they are required or because the required information is provided in the consolidated financial statements, including the notes thereto.
3. Exhibits
Exhibit
Number Description
FirstEnergy
3.1 Amended and Restated Articles of Incorporation of FirstEnergy Corp. (incorporated by reference to FE’s Form 10-Q filed July 23, 2019, Exhibit 3-1, File No. 333-21011).
3.2 Third Amended and Restated Code of Regulations of FirstEnergy Corp., effective May 17, 2022 (incorporated by reference to FE’s Form 8-K on May 23, 2022, Exhibit 3.1, File No. 333-21011).
3.3 Amendment to the Third Amended and Restated Code of Regulations (incorporated by reference to FE’s Form 10-Q filed August 1, 2023, Exhibit 3.1, File No. 333-21011).
4.1 Indenture, dated November 15, 2001, between FirstEnergy Corp. and The Bank of New York Mellon, as Trustee (incorporated by reference to FE’s Form S-3 filed September 21, 2001, Exhibit 4(a), File No. 333-69856).
4.2 Indenture, dated as of May 4, 2023, between FirstEnergy Corp. and The Bank of New York Mellon Trust Company, N.A., as trustee. (incorporated by reference to FirstEnergy’s Form 8-K filed May 4, 2023, Exhibit 4.1, File No. 333-21011)
4.3 Indenture Relating to 3.625% Convertible Senior Notes due 2029, dated as of June 12, 2025, between FirstEnergy Corp. and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to FirstEnergy’s Form 8-K filed June 12, 2025, Exhibit 4.1, File No. 333-21011).
4.4 Indenture Relating to 3.875% Convertible Senior Notes due 2031, dated as of June 12, 2025, between FirstEnergy Corp. and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to FirstEnergy’s Form 8-K filed June 12, 2025, Exhibit 4.2, File No. 333-21011).
4.5 Officer’s Certificate relating to FirstEnergy Corp.'s 2.85% Notes, Series A, due 2022, 3.90% Notes, Series B, due 2027 and 4.85% Notes, Series C, due 2047 (incorporated by reference to FE’s Form 8-K filed June 21, 2017, Exhibit 4.1, File No. 333-21011).
4.6 Form of 3.90% Note, Series B, due 2027 (incorporated by reference to FE’s Form 8-K filed June 21, 2017, Exhibit 4.1, File No. 333-21011).
173
Exhibit
Number Description
4.7 Form of 4.85% Note, Series C, due 2047 (incorporated by reference to FE’s Form 8-K filed June 21, 2017, Exhibit 4.1, File No. 333-21011).
4.8 Officer’s Certificate relating to FirstEnergy Corp.'s 2.050% Notes, Series A, due 2025, 2.650% Notes, Series B, due 2030 and 3.400% Notes, Series C, due 2050 (incorporated by reference to FE’s Form 8-K filed February 20, 2020, Exhibit 4.1, File No. 333-21011).
4.9 Form of 2.650% Note, Series B, due 2030 (incorporated by reference to FE’s Form 8-K filed February 20, 2020, Exhibit 4.3, File No. 333-21011).
4.10 Form of 3.400% Note, Series C, due 2050 (incorporated by reference to FE’s Form 8-K filed February 20, 2020, Exhibit 4.4, File No. 333-21011).
4.11 Officer’s Certificate relating to FirstEnergy Corp.'s 1.600% Notes, Series A, due 2026, 2.250% Notes, Series B, due 2030 (incorporated by reference to FE’s Form 8-K filed June 8, 2020, Exhibit 4.1, File No. 333-21011).
4.12 Form of 1.600% Note, Series A, due 2026 (incorporated by reference to FE’s Form 8-K filed June 8, 2020, Exhibit 4.2, File No. 333-21011).
4.13 Form of 2.250% Note, Series B, due 2030 (incorporated by reference to FE’s Form 8-K filed June 8, 2020, Exhibit 4.3, File No. 333-21011).
4.14 Description of Securities Registered under Section 12(b) of the Securities Exchange Act of 1934 (incorporated by reference to FE's Form 10-K filed February 10, 2020, Exhibit 4-10, File No. 333-21011).
4.15 Form of 4.00% Convertible Senior Notes due 2026 (included hereto in Exhibit 4.2)
4.16 Form of 3.625% Convertible Senior Notes due 2029 (included in Exhibit 4.1) (incorporated by reference to FirstEnergy’s Form 8-K filed June 12, 2025, Exhibit 4.1, File No. 333-21011).
4.17 Form of 3.875% Convertible Senior Notes due 2031 (included in Exhibit 4.2) (incorporated by reference to FirstEnergy’s Form 8-K filed June 12, 2025, Exhibit 4.2, File No. 333-21011).
10.1 Credit Agreement, dated as of October 18, 2021, by and among FirstEnergy Corp., FirstEnergy Transmission, LLC, the banks and other financial institutions party thereto, as lenders, and JPMorgan Chase Bank, N.A., as administrative agent (incorporated by reference to FE’s Form 8-K filed October 18, 2021, Exhibit 10.1, File No. 333-21011).
10.2 Credit Agreement, dated as of October 18, 2021, by and among The Cleveland Electric Illuminating Company, Ohio Edison Company, The Toledo Edison Company, the banks and other financial institutions party thereto, as lenders, and JPMorgan Chase Bank, N.A., as administrative agent (incorporated by reference to FirstEnergy’s Form 8-K filed October 18, 2021, Exhibit 10.2, File No. 333-21011).
10.3 Credit Agreement, dated as of October 18, 2021, by and among Metropolitan Edison Company, Pennsylvania Power Company, Pennsylvania Electric Company, West Penn Power Company, the banks and other financial institutions party thereto on the date hereof, as lenders, and Mizuho Bank, Ltd., as administrative agent (incorporated by reference to FirstEnergy’s Form 8-K filed October 18, 2021, Exhibit 10.3, File No. 333-21011).
10.4 Credit Agreement, dated as of October 18, 2021, by and among American Transmission Systems, Incorporated, Mid-Atlantic Interstate Transmission, LLC, and Trans-Allegheny Interstate Line Company, the banks and other financial institutions party thereto on the date hereof, as lenders, and PNC Bank, National Association, as administrative agent (incorporated by reference to FirstEnergy’s Form 8-K filed October 18, 2021, Exhibit 10.5, File No. 333-21011).
10.5 Credit Agreement, dated as of October 18, 2021, by and among Monongahela Power Company, The Potomac Edison Company, the banks and other financial institutions party thereto on the date hereof, as lenders, and Mizuho Bank, Ltd, as administrative agent (incorporated by reference to FirstEnergy’s Form 8-K filed October 18, 2021, Exhibit 10.6, File No. 333-21011).
10.6 Amendment No. 1 and Consent and Limited Waiver to Credit Agreement, dated as of April 27, 2023, by and among FirstEnergy Corp., FirstEnergy Transmission, LLC, the banks and other financial institutions party thereto, as lenders, and JPMorgan Chase Bank, N.A., as administrative agent. (incorporated by reference to FirstEnergy’s Form 8-K filed May 1, 2023, Exhibit 10.1, File No. 333-21011)
10.7 Amendment No. 1 and Consent and Limited Waiver to Credit Agreement, dated as of April 27, 2023, by and among The Cleveland Electric Illuminating Company, Ohio Edison Company, The Toledo Edison Company, the banks and other financial institutions party thereto, as lenders, and JPMorgan Chase Bank, N.A., as administrative agent. (incorporated by reference to FirstEnergy’s Form 8-K filed May 1, 2023, Exhibit 10.2, File No. 333-21011)
10.8 Amendment No. 1 and Consent and Limited Waiver to Credit Agreement, dated as of April 27, 2023, by and among Metropolitan Edison Company, Pennsylvania Power Company, Pennsylvania Electric Company, West Penn Power Company, the banks and other financial institutions party thereto on the date hereof, as lenders, and Mizuho Bank, Ltd., as administrative agent. (incorporated by reference to FirstEnergy’s Form 8-K filed May 1, 2023, Exhibit 10.3, File No. 333-21011)
10.9 Amendment No. 1 and Consent and Limited Waiver to Credit Agreement, dated as of April 27, 2023, by and among American Transmission Systems, Incorporated, Mid-Atlantic Interstate Transmission, LLC, Trans-Allegheny Interstate Line Company, the banks and other financial institutions party thereto on the date hereof, as lenders, and PNC Bank, National Association, as administrative agent. (incorporated by reference to FirstEnergy’s Form 8-K filed May 1, 2023, Exhibit 10.4, File No. 333-21011)
10.10 Amendment No. 1 to Credit Agreement, dated as of April 27, 2023, by and among Monongahela Power Company, The Potomac Edison Company, the banks and other financial institutions party thereto on the date hereof, as lenders, and Mizuho Bank, Ltd, as administrative agent. (incorporated by reference to FirstEnergy’s Form 8-K filed May 1, 2023, Exhibit 10.6, File No. 333-21011)
10.11 Amendment No. 2 and Consent and Limited Waiver to Credit Agreement, dated as of October 20, 2023, by and among FirstEnergy Corp., the banks and other financial institutions party thereto, as lenders, and JPMorgan Chase Bank, N.A., as administrative agent. (incorporated by reference to FE’s Form 10-Q filed October 26, 2023, Exhibit 10.1, File No. 333-21011).
174
Exhibit
Number Description
10.12 Amendment No. 2 and Consent and Limited Waiver to Credit Agreement, dated as of October 20, 2023, by and among The Cleveland Electric Illuminating Company, Ohio Edison Company, The Toledo Edison Company, the banks and other financial institutions party thereto, as lenders, and JPMorgan Chase Bank, N.A., as administrative agent. (incorporated by reference to FE’s Form 10-Q filed October 26, 2023, Exhibit 10.2, File No. 333-21011).
10.13 Amendment No. 2 and Consent and Limited Waiver to Credit Agreement, dated as of October 20, 2023, by and among Metropolitan Edison Company, Pennsylvania Power Company, Pennsylvania Electric Company, West Penn Power Company, the banks and other financial institutions party thereto on the date hereof, as lenders, and Mizuho Bank, Ltd., as administrative agent. (incorporated by reference to FE’s Form 10-Q filed October 26, 2023, Exhibit 10.3, File No. 333-21011).
10.14 Amendment No. 2 and Consent and Limited Waiver to Credit Agreement, dated as of October 20, 2023, by and among American Transmission Systems, Incorporated, Mid-Atlantic Interstate Transmission, LLC, Trans-Allegheny Interstate Line Company, the banks and other financial institutions party thereto on the date hereof, as lenders, and PNC Bank, National Association, as administrative agent. (incorporated by reference to FE’s Form 10-Q filed October 26, 2023, Exhibit 10.4, File No. 333-21011).
10.15 Amendment No. 2 to Credit Agreement, dated as of October 20, 2023, by and among Monongahela Power Company, The Potomac Edison Company, the banks and other financial institutions party thereto on the date hereof, as lenders, and Mizuho Bank, Ltd, as administrative agent. (incorporated by reference to FE’s Form 10-Q filed October 26, 2023, Exhibit 10.6, File No. 333-21011).
10.16 Credit Agreement, dated as of October 20, 2023, by and among Keystone Appalachian Transmission Company, the banks and other financial institutions party thereto on the date hereof, as lenders, and PNC Bank, National Association, as administrative agent. (incorporated by reference to FE’s Form 10-Q filed October 26, 2023, Exhibit 10.7, File No. 333-21011).
10.17 Credit Agreement, dated as of October 20, 2023, by and among FirstEnergy Transmission, LLC, the banks and other financial institutions party thereto on the date hereof, as lenders, and JPMorgan Chase Bank, N.A., as administrative agent. (incorporated by reference to FE’s Form 10-Q filed October 26, 2023, Exhibit 10.8, File No. 333-21011).
10.18 Amendment No. 3 to Credit Agreement, dated as of October 24, 2024, among FE, as borrower, the banks and other financial institutions party thereto, as lenders, and JPMorgan Chase Bank, N.A., as administrative agent (incorporated by reference to FE’s Form 10-Q filed October 29, 2024, Exhibit 10.2, File No. 333-21011).
10.19 Amendment No. 3 to Credit Agreement, dated as of October 24, 2024, among CEI, OE and TE, as borrowers, the banks and other financial institutions party thereto, as lenders, and JPMorgan Chase Bank, N.A., as administrative agent (incorporated by reference to FE’s Form 10-Q filed October 29, 2024, Exhibit 10.3, File No. 333-21011).
10.20 Amendment No. 3 to Credit Agreement, dated as of October 24, 2024, among FE PA, as borrower, the banks and other financial institutions party thereto, as lenders, and Mizuho Bank, Ltd., as administrative agent (incorporated by reference to FE’s Form 10-Q filed October 29, 2024, Exhibit 10.4, File No. 333-21011).
10.21 Amendment No. 3 to Credit Agreement, dated as of October 24, 2024, among MP and PE, the banks and other financial institutions party thereto, as lenders, and Mizuho Bank, Ltd., as administrative agent (incorporated by reference to FE’s Form 10-Q filed October 29, 2024, Exhibit 10.6, File No. 333-21011).
10.22 Amendment No. 3 to Credit Agreement, dated as of October 24, 2024, among ATSI, MAIT and TrAIL, as borrower, the banks and other financial institutions party thereto, as lenders, and PNC Bank, National Association, as administrative agent (incorporated by reference to FE’s Form 10-Q filed October 29, 2024, Exhibit 10.7, File No. 333-21011).
10.23 Amendment No. 1 to Credit Agreement and Consent, dated as of October 24, 2024, among FET, as borrower, the banks and other financial institutions party thereto, as lenders, and JPMorgan Chase Bank, N.A., as administrative agent (incorporated by reference to FE’s Form 10-Q filed October 29, 2024, Exhibit 10.8, File No. 333-21011).
10.24 Amendment No. 1 to Credit Agreement, dated as of October 24, 2024, among KATCo, as borrower, the banks and other financial institutions party thereto, as lenders, and PNC Bank, National Association, as administrative agent (incorporated by reference to FE’s Form 10-Q filed October 29, 2024, Exhibit 10.9, File No. 333-21011).
10.25 Amendment No. 4 to Credit Agreement, dated as of October 27, 2025, among FE, as borrower, the banks and other financial institutions party thereto, as lenders, and JPMorgan Chase Bank, N.A., as administrative agent (incorporated by reference to FE’s Form 10-Q filed October 28, 2025, Exhibit 10.5, File No. 333-21011).
10.26 Amendment No. 4 to Credit Agreement, dated as of October 27, 2025, among CEI, OE and TE, as borrowers, the banks and other financial institutions party thereto, as lenders, and JPMorgan Chase Bank, N.A., as administrative agent (incorporated by reference to FE’s Form 10-Q filed October 28, 2025, Exhibit 10.7, File No. 333-21011).
10.27 Amendment No. 4 to Credit Agreement, dated as of October 27, 2025, among FE PA, as borrower, the banks and other financial institutions party thereto, as lenders, and Mizuho Bank, Ltd., as administrative agent (incorporated by reference to FE’s Form 10-Q filed October 28, 2025, Exhibit 10.8, File No. 333-21011).
10.28 Amendment No. 4 to Credit Agreement, dated as of October 27, 2025, among MP and PE, as borrowers, the banks and other financial institutions party thereto, as lenders, and Mizuho Bank, Ltd., as administrative agent (incorporated by reference to FE’s Form 10-Q filed October 28, 2025, Exhibit 10.9, File No. 333-21011).
10.29 Amendment No. 4 to Credit Agreement, dated as of October 27, 2025, among ATSI, MAIT and TrAIL, as borrowers, the banks and other financial institutions party thereto, as lenders, and PNC Bank, National Association, as administrative agent (incorporated by reference to FE’s Form 10-Q filed October 28, 2025, Exhibit 10.12, File No. 333-21011).
10.30 Amendment No. 2 to Credit Agreement, dated as of October 27, 2025, among FET, as borrower, the banks and other financial institutions party thereto, as lenders, and JPMorgan Chase Bank, N.A., as administrative agent (incorporated by reference to FE’s Form 10-Q filed October 28, 2025, Exhibit 10.11, File No. 333-21011).
10.31 Amendment No. 2 to Credit Agreement, dated as of October 27, 2025, among KATCo, as borrower, the banks and other financial institutions party thereto, as lenders, and PNC Bank, National Association, as administrative agent (incorporated by reference to FE’s Form 10-Q filed October 28, 2025, Exhibit 10.10, File No. 333-21011).
10.32 Consent Decree dated March 18, 2005 (incorporated by reference to FE’s Form 8-K filed March 18, 2005, Exhibit 10-1, File No. 333-21011).
175
Exhibit
Number Description
10.33 Deferred Prosecution Agreement, dated as of July 21, 2021 (incorporated by reference to FE’s Form 8-K filed July 22, 2021, Exhibit 10.1, File No. 333-21011).
10.34 Agreement between the Office of the Ohio Attorney General, the Office of the Summit County Prosecutor and FirstEnergy Corp. dated August 12, 2024 (incorporated by reference to FE’s Form 8-K filed August 13, 2024, Exhibit 99.2, File No. 333-21011).
10.35 Settlement Order, dated as of September 12, 2024 (incorporated by reference to FE’s Form 8-K filed September 12, 2024, Exhibit 99.2, File No. 333-21011).
10.36 Purchase and Sale Agreement, dated as of November 6, 2021, among the FirstEnergy Corp. and North American Transmission Company II LLC, and Brookfield Super-Core Infrastructure Partners L.P., Brookfield Super-Core Infrastructure Partners (NUS) L.P. and Brookfield Super-Core Infrastructure Partners (ER) SCSp, as guarantors. (incorporated by reference to FE’s Form 10-K filed February 16, 2022, Exhibit 10-10, File No. 333-21011).
10.37 Purchase and Sale Agreement, dated as of February 2, 2023, among the FirstEnergy Corp., and FirstEnergy Transmission, LLC, and North American Transmission Company II L.P., and North American Transmission FINCO L.P., Brookfield Super-Core Infrastructure Partners L.P., Brookfield Super-Core Infrastructure Partners (NUS) L.P. and Brookfield Super-Core Infrastructure Partners (ER) SCSp, as guarantors. (incorporated by reference to FE’s Form 10-Q filed April 27, 2023, Exhibit 10.1, File No. 333-21011).
10.38 Fourth Amended and Restated Limited Liability Company Agreement of FirstEnergy Transmission, LLC, dated March 25, 2024 (incorporated by reference to FE’s Form 8-K filed March 25, 2024, Exhibit 10.1, File No. 333-21011).
10.39 Common Stock Purchase Agreement, dated as of November 6, 2021, among the FirstEnergy Corp. and BIP Securities II-B L.P. (incorporated by reference to FE’s Form S-3 filed on December 13, 2021, Exhibit 4(d), File No. 333-21011).
10.40 (B) FirstEnergy Corp. Deferred Compensation Plan for Outside Directors, amended and restated January 1, 2005, further amended December 31, 2010 (incorporated by reference to FE's Form 10-K filed February 27, 2014, Exhibit 10-6, File No. 333-21011).
10.41 (B) Amendment No. 1 to Deferred Compensation Plan for Outside Directors, effective as of January 1, 2012 (incorporated by reference to FE's Form 10-Q filed May 3, 2011, Exhibit 10.7, File No. 333-21011).
10.42 (B) Amendment No. 2 to FirstEnergy Corp. Deferred Compensation Plan for Outside Directors, effective January 21, 2014, (incorporated by reference to FE's Form 10-K filed February 27, 2014, Exhibit 10-8, File No. 333-21011).
10.43 (B) Amendment No. 3 to FirstEnergy Corp. Deferred Compensation Plan for Outside Directors, dated January 14, 2019 and effective as of April 1, 2018 (incorporated by reference to FE's Form 10-K filed February 19, 2019, Exhibit 10-7, File No.333-21011).
10.44 (B) FirstEnergy Corp. Supplemental Executive Retirement Plan, amended and restated January 1, 2005, further amended December 31, 2010 (incorporated by reference to FE's Form 10-K filed February 27, 2014, Exhibit 10-9, File No. 333-21011).
10.45 (B) Amendment No. 1 to FirstEnergy Corp. Supplemental Executive Retirement Plan, effective January 1, 2012 (incorporated by reference to FE's Form 10-Q filed May 3, 2011, Exhibit 10.8, File No. 333-21011).
10.46 (B) Amendment No. 2 to FirstEnergy Corp. Supplemental Executive Retirement Plan, dated January 14, 2019 and effective as of April 1, 2018 (incorporated by reference to FE's Form 10-K filed February 19, 2019, Exhibit 10-10, File No. 333-21011).
10.47 (B) FirstEnergy Corp. Cash Balance Restoration Plan, effective January 1, 2014 (incorporated by reference to FE's Form 10-K filed February 27, 2014, Exhibit 10-11, File No. 333-21011).
10.48 (B) Retirement Plan for Outside Directors of GPU, Inc. as amended and restated as of August 8, 2000 (incorporated by reference to GPU, Inc. Form 10-K filed March 21, 2001, Exhibit 10-N, File No. 001-06047).
10.49 (B) Allegheny Energy, Inc. Non-Employee Director Stock Plan (incorporated by reference to FE's Form 8-K filed February 25, 2011, Exhibit 10.4, File No. 333-21011).
10.50 (B) Allegheny Energy, Inc. Amended and Restated Revised Plan for Deferral of Compensation of Directors (incorporated by reference to FE's Form 10-K filed February 27, 2014, Exhibit 10-29, File No. 333-21011).
10.51 (B) Amendment No. 1 to Allegheny Energy, Inc. Amended and Restated Revised Plan for Deferral of Compensation of Directors (incorporated by reference to FE's Form 10-K filed February 27, 2014, Exhibit 10-30, File No. 333-21011).
10.52 (B) Form of Director and Officer Indemnification Agreement (incorporated by reference to FE’s Form 8-K filed May 16, 2018, Exhibit 10.1, File No. 333-21011).
10.53 (B) Guarantee, dated as of September 16, 2013 by FirstEnergy Corp. in favor of participants under the FirstEnergy Corp. Executive Deferred Compensation Plan (incorporated by reference to FE’s Form 10-Q filed November 5, 2013, Exhibit 10.2, File No. 333-21011).
10.54 (B) FirstEnergy Corp. Amended and Restated Executive Deferred Compensation Plan, dated July 20, 2015, and effective as of November 1, 2015 (incorporated by reference to FE's Form 8-K filed July 24, 2015, Exhibit 10.1, File No. 333-21011).
10.55 (B) Amendment No. 1 to FirstEnergy Corp. Amended and Restated Executive Deferred Compensation Plan, dated January 14, 2019 and effective as of April 1, 2018 (incorporated by reference to FE's Form 10-K filed February 19, 2019, Exhibit 10-23, File No. 333-21011).
10.56 (B) FirstEnergy Corp. 2017 Change in Control Severance Plan, dated as of September 15, 2015, and effective as of January 1, 2017 (incorporated by reference to FE's Form 8-K filed September 18, 2015, Exhibit 10.1, File No. 333-21011).
10.57 (B) Waiver of Participation in the FirstEnergy Corp. Change in Control Severance Plan, entered into by Charles E. Jones dated as of September 15, 2015 (incorporated by reference to FE's Form 8-K filed September 18, 2015, Exhibit 10.2, File No. 333-21011).
10.58 (B) FirstEnergy Corp. 2015 Incentive Compensation Plan (incorporated by reference to FE's Definitive Proxy Statement filed April 1, 2015, Appendix A, File No. 333-21011).
10.59 (B) Amendment No. 1 to the FirstEnergy Corp. 2015 Incentive Compensation Plan, effective February 21, 2017 (incorporated by reference to FE's Form 10-K filed February 21, 2017, Exhibit 10-51, File No. 333-21011).
176
Exhibit
Number Description
10.60 (B) Executive Severance Benefits Plan, as amended and restated as of December 20, 2016 (incorporated by reference to FE’s Form 8-K filed December 21, 2016, Exhibit 10.1, File No. 333-21011).
10.61 (B) FirstEnergy Corp. Executive Severance Benefits Plan, as amended and restated as of January 1, 2026 (incorporated by reference to FE’s Form 8-K filed September 29, 2025, Exhibit 10.1, File No. 333-21011).
10.62 (B) FirstEnergy Corp. Executive Change in Control Severance Plan, as amended and restated as of January 1, 2026 (incorporated by reference to FE’s Form 8-K filed September 29, 2025, Exhibit 10.2, File No. 333-21011).
10.63 (B) Amendment No. 2 to FirstEnergy Corp. Amended and Restated Executive Deferred Compensation Plan, dated September 18, 2019 and effective as of November 1, 2015 (incorporated by reference to FE's Form 10-Q filed November 4, 2019, Exhibit 10.3, File No.333-21011).
10.64 (B) Guarantee, dated as of February 21, 2017, by FirstEnergy Corp. in favor of participants under the FirstEnergy Corp. Cash Balance Pension Restoration Plan (incorporated by reference to FE’s Form 10-Q filed July 27, 2017, Exhibit 10.1, File No. 333-21011).
10.65 (B) FirstEnergy Solutions Corp. Voluntary Enhanced Retirement Option, effective as of January 2, 2019 (incorporated by reference to FE’s Form 8-K filed November 21, 2018, Exhibit 10.1, File No. 333-21011).
10.66 (B) Form of 2020 Restricted Stock Award Agreement (incorporated by reference to FE's Form 10-Q filed April 23, 2020, Exhibit 10.3, File No.333-21011).
10.67 (B) FirstEnergy Corp. 2020 Incentive Compensation Plan (incorporated by reference to FE's Form 8-K filed May 20, 2020, Exhibit 10.1, File No.333-21011).
10.68 (B) Form of Restricted Stock Award Agreement (incorporated by reference to FE’s Form 10-Q filed July 22, 2021, Exhibit 10.3, File No. 333-21011).
10.69 (B) Restricted Stock Award Agreement to John W. Somerhalder II (incorporated by reference to FE’s Form 10-Q filed July 22, 2021, Exhibit 10.5, File No. 333-21011).
10.70 (B) Form of 2023-2025 Cash-Based Performance-Adjusted Restricted Stock Unit Award Agreement (incorporated by reference to FE’s Form 10-Q filed August 1, 2023, Exhibit 10.7, File No. 333-21011).
10.71 (B) Form of 2023-2025 Stock-Based Performance-Adjusted Restricted Stock Unit Award Agreement (incorporated by reference to FE’s Form 10-Q filed August 1, 2023, Exhibit 10.8, File No. 333-21011).
10.72 (B) Form of 2024-2026 Cash-Based Performance-Adjusted Restricted Stock Unit Award Agreement (incorporated by reference to FE’s Form 10-Q filed April 25, 2024, Exhibit 10.2, File No. 333-21011).
10.73 (B) Form of 2024-2026 Stock-Based Performance-Adjusted Restricted Stock Unit Award Agreement (incorporated by reference to FE’s Form 10-Q filed April 25, 2024, Exhibit 10.3, File No. 333-21011).
10.74 (B) Form of 2025-2027 Performance-Adjusted Restricted Stock Unit Award Agreement (incorporated by reference to FE’s Form 10-Q filed April 30, 2025, Exhibit 10.1, File No. 333-21011).
10.75 (B) Form of 2025-2027 Time Based Restricted Stock Unit Award Agreement (incorporated by reference to FE’s Form 10-Q filed April 30, 2025, Exhibit 10.2, File No. 333-21011).
10.76 (B) Form of 2020 Incentive Compensation Plan 2026 Time-Based Restricted Stock Unit Award Agreement (incorporated by reference to FE’s Form 8-K filed September 29, 2025, Exhibit 10.3, File No. 333-21011).
10.77 (B) Form of 2020 Incentive Compensation Plan 2026-2028 Performance-Adjusted Restricted Stock Unit Award Agreement (incorporated by reference to FE’s Form 8-K filed September 29, 2025, Exhibit 10.4, File No. 333-21011).
10.78 (B) Offer letter, dated March 26, 2023, between FirstEnergy Corp. and Brian X. Tierney (incorporated by reference to FE’s Form 10-Q filed April 27, 2023, Exhibit 10.2, File No. 333-21011).
10.79 (B) Severance Agreement and Release of Claims of Christine L. Walker (incorporated by reference to FE’s Form 10-Q filed October 29, 2024, Exhibit 10.1, File No. 333-21011).
19 Insider Trading Practice (incorporated by reference to FE’s Form 10-K filed February 27, 2025, Exhibit 19, File No. 333-21011).
21 (A) List of Subsidiaries of the Registrant at December 31, 202 5 .
23 (A) Consent of Independent Registered Public Accounting Firm.
31.1 (A) Certification of chief executive officer, pursuant to Rule 13a-14(a).
31.2 (A) Certification of chief financial officer, pursuant to Rule 13a-14(a).
32 (A) Certification of chief executive officer and chief financial officer, pursuant to 18 U.S.C. §1350.
97 Policy relating to recovery of erroneously awarded compensation (incorporated by reference to FE’s Form 10-K filed February 13, 2024, Exhibit 97, File No. 333-21011).
101 The following materials from the Annual Report on Form 10-K of FirstEnergy Corp. for the period ended December 31, 2025, formatted in iXBRL (Inline Extensible Business Reporting Language): (i) Consolidated Statements of Income, (ii) Consolidated Statements of Comprehensive Income, (iii) Consolidated Balance Sheets, (iv) Consolidated Statements of Stockholders' Equity, (v) Consolidated Statements of Cash Flows, (vi) related notes to these financial statements and (vii) document and entity information.
104 Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document contained in Exhibit 101)
JCP&L
3.1 Amended and Restated Certificate of Incorporation of Jersey Central Power & Light Company (incorporated by reference to JCP&L’s Form S-4 filed April 1, 2025, Exhibit 3.1, File No. 001-03141).
177
Exhibit
Number Description
3.2 Amended and Restated Bylaws of Jersey Central Power & Light Company (incorporated by reference to JCP&L’s Form S-4 filed April 1, 2025, Exhibit 3.2, File No. 001-03141).
4.1 Indenture, dated as of July 1,1999, by and between Jersey Central Power & Light Company and The Bank of New York Mellon Trust Company as eventual successor to U.S. Trust Company of New York, which was the original trustee (incorporated by reference to JCP&L’s Form S-4 filed April 1, 2025, Exhibit 4.1, File No. 333-286328).
4.2 First Supplemental Indenture, dated as of October 31, 2007, by and among Jersey Central Power & Light Company and The Bank of New York, as resigning trustee, and The Bank of New York Trust Company, N.A., as successor trustee (incorporated by reference to JCP&L’s Form S-4 filed April 1, 2025, Exhibit 4.5, File No. 333-286328).
4.3 Registration Rights Agreement, dated as of December 5, 2024, by and among Jersey Central Power & Light Company and Barclays Capital Inc., MUFG Securities Americas Inc., PNC Capital Markets LLC and Wells Fargo Securities, LLC, as representatives of the initial purchasers of the Senior Notes due 2035 (unregistered) (incorporated by reference to JCP&L’s Form S-4 filed April 1, 2025, Exhibit 4.2, File No. 333-286328).
4.4 Company Order, dated as of December 5, 2024 (incorporated by reference to JCP&L’s Form S-4 filed April 1, 2025, Exhibit 4.3, File No. 333-286328).
4.5 Form of 4.150% Senior Note due 2029 (incorporated by reference to JCP&L’s Form 8-K filed September 5, 2025, Exhibit 4.3, File No. 001-03141).
4.6 Form of 4.400% Senior Note due 2031 (incorporated by reference to JCP&L’s Form 8-K filed September 5, 2025, Exhibit 4.4, File No. 001-03141).
4.7 Form of 5.100% Senior Note due 2035 (incorporated by reference to JCP&L’s Form 8-K filed September 5, 2025, Exhibit 4.5, File No. 001-03141).
10.1 Credit Agreement, dated as of October 18, 2021, by and among Jersey Central Power & Light Company, the banks and other financial institutions party thereto on the date hereof, as lenders, and Mizuho Bank, Ltd., as administrative agent (incorporated by reference to JCP&L’s Form S-4 filed April 1, 2025, Exhibit 10.1, File No. 333-286328).
10.2 Amendment No. 1 to Credit Agreement, dated as of April 27, 2023, by and among Jersey Central Power & Light Company, the banks and other financial institutions party thereto on the date hereof, as lenders, and Mizuho Bank, Ltd., as administrative agent (incorporated by reference to JCP&L’s Form S-4 filed April 1, 2025, Exhibit 10.2, File No. 333-286328).
10.3 Amendment No. 2 to Credit Agreement, dated as of October 20, 2023, by and among Jersey Central Power & Light Company, the banks and other financial institutions party thereto on the date hereof, as lenders, and Mizuho Bank, Ltd., as administrative agent (incorporated by reference to JCP&L’s Form S-4 filed April 1, 2025, Exhibit 10.3, File No. 333-286328).
10.4 Amendment No. 3 to Credit Agreement, dated as of October 24, 2024, by and among Jersey Central Power & Light Company, the banks and other financial institutions party thereto on the date hereof, as lenders, and Mizuho Bank, Ltd., as administrative agent (incorporated by reference to JCP&L’s Form S-4 filed April 1, 2025, Exhibit 10.4, File No. 333-286328).
10.5 Amendment No. 4 to Credit Agreement, dated as of October 27, 2025, among JCP&L, as borrower, the banks and other financial institutions party thereto, as lenders, and Mizuho Bank, Ltd., as administrative agent (incorporated by reference to FE’s Form 10-Q filed October 28, 2025, Exhibit 10.6, File No. 333-21011).
10.6 Service Agreement, dated as of January 1, 2024, by and between FirstEnergy Transmission, LLC, each of the associate companies listed on the signature pages thereto, and FirstEnergy Service Company (incorporated by reference to JCP&L’s Form S-4 filed April 1, 2025, Exhibit 10.5, File No. 333-286328).
10.7 Second Revised, Amended and Restated Mutual Assistance Agreement, dated as of January 1, 2024, by and among certain subsidiaries of FirstEnergy Corp. listed on the signature pages thereto (incorporated by reference to JCP&L’s Form S-4 filed April 1, 2025, Exhibit 10.6, File No. 333-286328).
10.8 Registration Rights Agreement, dated as of September 4, 2025, by and among Jersey Central Power & Light Company, J.P. Morgan Securities LLC, PNC Capital Markets LLC, Scotia Capital (USA) Inc. and Wells Fargo Securities, LLC, as representatives of the initial purchasers of the 4.150% Senior Notes due 2029 (incorporated by reference to JCP&L’s Form 8-K filed September 5, 2025, Exhibit 10.1, File No. 001-03141).
10.9 Registration Rights Agreement, dated as of September 4, 2025, by and among Jersey Central Power & Light Company, J.P. Morgan Securities LLC, PNC Capital Markets LLC, Scotia Capital (USA) Inc. and Wells Fargo Securities, LLC, as representatives of the initial purchasers of the 4.400% Senior Notes due 2031 (incorporated by reference to JCP&L’s Form 8-K filed September 5, 2025, Exhibit 10.2, File No. 001-03141).
31.1 (A) Certification of principal executive officer, as adopted pursuant to Rule 13a-14(a)
31.2 (A) Certification of principal financial officer, as adopted pursuant to Rule 13a-14(a)
32 (A) Certification of principal executive officer and principal financial officer, pursuant to 18 U.S.C. Section 1350
101 The following materials from the Annual Report on Form 10-K of Jersey Central Power & Light Company for the period ended December 31, 2025, formatted in iXBRL (Inline Extensible Business Reporting Language): (i) Statements of Income and Comprehensive Income, (ii) Balance Sheets, (iii) Statements of Common Stockholder's Equity, (iv) Statements of Cash Flows, (v) related notes to these financial statements and (vi) document and entity information.
104 Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document contained in Exhibit 101)
(A) Provided herein in electronic format as an exhibit.
178
Exhibit
Number Description
(B) Management contract or compensatory plan contract or arrangement filed pursuant to Item 601 of Regulation S-K.
Pursuant to paragraph (b)(4)(iii)(A) of Item 601 of Regulation S-K, FirstEnergy and JCP&L have not filed as an exhibit to this Form 10-K any instrument with respect to long-term debt if the respective total amount of securities authorized thereunder does not exceed 10% of their respective total assets, but hereby agree to furnish to the SEC on request any such documents.
ITEM 16. FORM 10-K SUMMARY
None.
179
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
FIRSTENERGY CORP.
BY: /s/ Brian X. Tierney
Brian X. Tierney
Chairman, President and Chief Executive Officer
(Principal Executive Officer)
Date: February 18, 2026
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated:
FIRSTENERGY CORP.
/s/ Brian X. Tierney
Brian X. Tierney
Chairman, President and Chief Executive Officer
(Principal Executive Officer)
/s/ K. Jon Taylor /s/ Jason J. Lisowski
K. Jon Taylor Jason J. Lisowski
Senior Vice President, Chief Financial Officer and Strategy Vice President, Controller and Chief Accounting Officer
(Principal Financial Officer) (Principal Accounting Officer)
/s/ Lisa Winston Hicks
Lisa Winston Hicks
Lead Independent Director
/s/ Heidi L. Boyd /s/ James F. O'Neil III
Heidi L. Boyd James F. O'Neil III
Director Director
/s/ Jana T. Croom /s/ John W. Somerhalder II
Jana T. Croom John W. Somerhalder II
Director Director
/s/ Steven J. Demetriou /s/ Leslie M. Turner
Steven J. Demetriou Leslie M. Turner
Director Director
/s/ Paul Kaleta /s/ Melvin D. Williams
Paul Kaleta Melvin D. Williams
Director Director
Date: February 18, 2026
180
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
JERSEY CENTRAL POWER & LIGHT COMPANY
BY: /s/ W. Douglas Mokoid
W. Douglas Mokoid
President and Director
(Principal Executive Officer)
Date: February 18, 2026
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated:
JERSEY CENTRAL POWER & LIGHT COMPANY
/s/ W. Douglas Mokoid
W. Douglas Mokoid
President and Director
(Principal Executive Officer)
/s/ Teresa Reed /s/ Lisa A. Schultz
Teresa Reed Lisa A. Schultz
Vice President, State Finance and Regulatory Controller
(Principal Financial Officer) (Principal Accounting Officer)
/s/ Linda Bowden
Linda Bowden
Director
/s/ John E. Harmon
John E. Harmon
Director
/s/ A. Wade Smith
A. Wade Smith
Director
/s/ Toby L. Thomas
Toby L. Thomas
Director
Date: February 18, 2026
181
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.