AEP Fund Administrator Appointment and $19M Penalty Distribution

SEC Administrative Proceedings

Filed March 30th, 2026

Detected March 31st, 2026

Summary

The SEC issued an order appointing Epiq Class Action and Claims Solutions, Inc. as fund administrator for the $19,000,000 Fair Fund created from the civil penalty assessed against American Electric Power Company, Inc. The administrator's bond is set at $19,000,000, and the Office of Financial Management is authorized to pay administrator fees from the Fair Fund. The Fair Fund will be distributed to harmed investors pursuant to Section 308(a) of the Sarbanes-Oxley Act.

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What changed

The SEC appointed Epiq Class Action and Claims Solutions, Inc. as fund administrator for the $19 million Fair Fund established from American Electric Power's civil penalty. The original January 2025 cease-and-desist order found that AEP violated securities laws by failing to disclose material related party transactions with Empowering Ohio's Economy, Inc., a 501(c)(4) entity it formed, funded, and controlled, and by maintaining inaccurate books and records and insufficient internal accounting controls. AEP was ordered to pay $19 million, which is now being distributed to harmed investors.

This order is administrative and does not impose new obligations on regulated entities. The fund distribution process is now underway, with Epiq required to obtain a $19 million bond and submit invoices for services rendered. Companies should note this as an example of SEC enforcement regarding undisclosed related party transactions and the importance of robust internal accounting controls for identifying and disclosing material related party transactions in SEC filings.

Penalties

$19,000,000 civil money penalty (collected and deposited in Fair Fund for distribution to harmed investors)

Source document (simplified)

UNITED STATES OF AMERICA Before the SECURITIES AND EXCHANGE COMMISSION SECURITIES EXCHANGE ACT OF 1934 Release No. 105122 / March 30, 2026 ADMINISTRATIVE PROCEEDING File No. 3-22425 In the Matter of ORDER APPOINTING FUND ADMINISTRATOR, SETTING American Electric Power Company, ADMINISTRATOR’S BOND AMOUNT, Inc., AND AUTHORIZING THE APPROVAL AND PAYMENT OF THE FEES AND Respondent. EXPENSES OF ADMINISTRATION

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”) against American Electric Power Company, Inc. (the “Respondent”). In the Order, the 1 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. American Electric Power also failed to disclose material related to transactions with respect to payments it made to Empowering Ohio on its 2019 Form 10-K. Finally, American Electric Power failed to keep accurate books and

: : Securities Act Rel. No. 11356 (Jan. 17, 2025). 1: : : : :

records and devise and maintain a sufficient system of internal accounting controls with respect to the identification and disclosure of material related party transactions. The Commission found that the Respondent violated 17(a)(2) of the Securities Act, Section 13(a) of the Securities Exchange Act (the “Exchange Act”) and Rules 12b-20 and 13a-1 thereunder, and Section 13(b)(2)(A) of the Exchange Act. 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 consists of the $19,000,000 collected from the Respondent. The Fair Fund has been deposited in a Commission-designated account at the U.S. Department of the Treasury, and any accrued interest will be added to the Fair Fund. The Division of Enforcement (the “Division”) now seeks the appointment of Epiq Class Action and Claims Solutions, Inc. (“Epiq”) as the fund administrator and requests that the administrator’s bond be set at $19,000,000. Epiq is included in the Commission’s approved pool of administrators. The Division further requests that the Commission authorize the Office of Financial Management (“OFM”), at the direction of an Assistant Director of the Office of Distributions, to pay the Fund Administrator’s fees and expenses from the Fair Fund, so long as the total amount paid to the Fund Administrator, including the invoice to be paid, does not exceed the total amount of the approved cost proposal submitted by the Fund Administrator. Accordingly, IT IS HEREBY ORDERED that:

Epiq is appointed as the Fund Administrator, pursuant to Rule 1105(a) of the

Commission’s Rules on Fair Fund and Disgorgement Plans (“Commission’s Rules”); 2

Epiq shall obtain a bond in accordance with Rule 1105(c) of the Commission’s

Rules, in the amount of $19,000,000; 3

the Fund Administrator will submit invoices to the Commission staff for services
rendered, in accordance with Rule 1105(d) of the Commission’s Rules; and 4
at the direction of an Assistant Director of the Office of Distributions, OFM is
authorized to pay the Fund Administrator’s fees and expenses from the Fair Fund, in accordance with Rule 1105(e) of the Commission’s Rules, so long as the total 5 amount paid to the Fund Administrator, including the invoice to be paid, does not exceed the total amount of the approved cost proposal submitted by the Fund Administrator. For the Commission, by the Division of Enforcement, pursuant to delegated authority. 6 Vanessa A. Countryman Secretary

17 C.F.R. § 201.1105(a). 2 17 C.F.R. § 201.1105(c). 3 17 C.F.R. § 201.1105(d). 4 17 C.F.R. § 201.1105(e). 5 17 C.F.R. § 200.30-4(a)(17) and 17 C.F.R. § 200.30-4(a)(21)(vi). 6