AEP grants board observer to Icahn Group's Andrew Teno; agrees to standstill, ends prior nomination pact

On December 22, 2025, the Board adopted amendments to the By-Laws (the “By-Laws”) of the Company, effective July 1, 2026, to update Section 17 of the By-Laws to reflect a change in the name of the Committee on Directors and Corporate Governance to Nomination, Governance & Compensation Committee.

Pursuant to the execution of the Board Observer Agreement (as discussed under Item 1.01 of this Current Report on Form 8-K), the Company and the Icahn Group agreed to terminate the Director Appointment and Nomination Agreement (the “Nomination Agreement”), dated as of February 12, 2024, by and among the Icahn Group, the Company and, solely with respect to the provisions applicable to the New Independent Director (as defined in the Nomination Agreement), the New Independent Director. The termination of the Nomination Agreement was effective as of December 22, 2025.

On December 22, 2025, American Electric Power Company, Inc. (“American Electric Power,” “AEP” or the “Company”) entered into a Board Observer Agreement (the “Board Observer Agreement”) with Carl C. Icahn, Icahn Partners LP, Icahn Partners Master Fund LP, Icahn Enterprises G.P. Inc., Icahn Enterprises Holdings L.P., IPH GP LLC, Icahn Capital LP, Icahn Onshore LP, Icahn Offshore LP and Beckton Corp (collectively, the “Icahn Group”) and Andrew J. Teno.