UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): ~~September~~April 230, ~~2025~~2026

Commission

Registrant; State of Incorporation;

I.R.S. Employer

File Number

Address; and Telephone Number

Identification No.

1-3141

JERSEY CENTRAL POWER & LIGHT COMPANY

21-0485010

New Jersey

Corporation)

300 Madison Avenue

Morristown

07962

Telephone

(800)

736-3402

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: None.

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 18.01 ~~Entry~~Other ~~into a Material Definitive Agreement.~~ Events

~~Completion~~On April 30, 2026, Jersey Central Power & Light Company (the “Company” or “JCP&L”) issued a news release announcing an offer to exchange up to (i) $350 million aggregate principal amount of its outstanding 4.150% Senior Notes ~~Offering~~due 2029, (ii) $500 million aggregate principal amount of its outstanding 4.400% Senior Notes due 2031 and (iii) $500 million aggregate principal amount of its outstanding 5.150% Senior Notes due 2036 for a like principal amount of each of the Company’s (i) 4.150% Senior Notes due 2029, (ii) 4.400% Senior Notes due 2031 and (iii) 5.150% Senior Notes due 2036 registered under the Securities Act of 1933, as amended.

OnA ~~September~~copy ~~4, 2025 (the “Closing Date”), Jersey Central Power & Light Company (the “Company”) completed its offering~~ of ~~$350,000,000 aggregate principal amount of its 4.150% Senior Notes due 2029 (~~the ~~“2029~~news ~~Notes”),~~release ~~$500,000,000~~is ~~aggregate~~attached principal amount of its 4.400% Senior Notes due 2031 (the “2031 Notes”) and $500,000,000 aggregate principal amount of its 5.150% Senior Notes due 2036 (the “2036 Notes” and, together with the 2029 Notes and the 2031 Notes, the “Notes”), which were issued pursuant to a purchase agreement dated September 2, 2025 (the “Purchase Agreement”), by and among the Company and J.P. Morgan Securities LLC, PNC Capital Markets LLC, Scotia Capital (USA) Inc. and Wells Fargo Securities, LLC, acting as ~~representatives~~Exhibit ~~of the several initial purchasers named in Schedule~~ 99.1 to ~~the~~this ~~Purchase~~Current ~~Agreement.~~Report ~~The~~on ~~Company~~Form ~~intends to use the net proceeds from the sale of the Notes for (i) the refinancing of any short~~8-~~term~~K or long-term indebtedness of the Company, including the repayment of all or a portion of the $650 million aggregate principal amount of the Company’s 4.30% Senior Notes due 2026, (ii) capital expenditures, (iii) other permitted general corporate purposes, and ~~(iv)~~is ~~any~~hereby ~~combination~~incorporated ofby ~~the~~reference ~~foregoing~~herein. ~~The Notes are senior unsecured general obligations of the Company.~~

~~The~~Discussion ~~Notes were issued pursuant to an Indenture, dated as~~ of July 1, 1999 (the “Base Indenture”), as supplemented by the First Supplemental Indenture, dated as of October 31, 2007 (the “First Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), between the Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee (the “Trustee”). The 2029 Notes bear interest at a rate of 4.150% per year, the 2031 Notes bear interest at a rate of 4.400% per year, and the 2036 Notes bear interest at a rate of 5.150% per year, each payable semiForward-~~annually~~Looking inStatements ~~arrears~~About on each January 15 and July 15, beginning on January 15, 2026. The 2029 Notes will mature on January 15, 2029, provided that the Notes will be redeemable, in whole or in part, at the Company’s option, at any time prior to December 15, 2028 (the date that is one month prior to the scheduled maturity date) at a “make-whole” redemption price (as set forth in the Indenture) and, on or after such date, at par. The 2031 Notes will mature on January 15, 2031, provided that the Notes will be redeemable, in whole or in part, at the Company’s option, at any time prior to December 15, 2030 (the date that is one month prior to the scheduled maturity date) at a “make-whole” redemption price (as set forth in the Indenture) and, on or after such date, at par. The 2036 Notes will mature on January 15, 2036, provided that the Notes will be redeemable, in whole or in part, at the Company’s option, at any time prior to October 15, 2035 (the date that is three months prior to the scheduled maturity date) at a “make-whole” redemption price (as set forth in the Indenture) and, on or after such date, at par. The Indenture contains customary covenants, such as reporting of annual and quarterly financial results and restrictions on certain mergers and consolidations. The Notes and the Indenture also contain customary events of default, including failure to pay principal or interest, breach of covenants, and bankruptcy events, all subject to terms, including notice and cure periods, as set forth in the Indenture. The Notes and the Indenture do not contain any financial covenants. JCP&L

~~The~~Statements ~~Notes~~in ~~were~~this ~~offered~~document and ~~sold~~the ~~only~~attached tonews ~~qualified~~release ~~institutional~~regarding ~~buyers~~JCP&L ~~(as~~that ~~defined~~are not historical facts are “forward-looking statements” that involve risks and uncertainties, which could cause actual results to differ from those contained in ~~Rule~~the ~~144A~~forward-looking ~~under~~statements. These include statements about the ~~Securities~~Company’s ~~Act~~business, ofresults, ~~1933~~financial position, asliquidity, ~~amended~~and ~~(the~~outlook, ~~“Securities~~which ~~Act”))~~may constitute forward-looking statements and are subject to ~~non-U~~the risk that the actual impact may differ, possibly materially, from what is currently expected.S. ~~persons~~Except (as ~~defined~~required inby ~~Regulation~~law, SJCP&L ~~under~~undertakes ~~the~~no ~~Securities~~obligation ~~Act)~~to ~~pursuant~~update toany ~~Regulation~~forward-looking Sstatements. ~~The~~For ~~Notes~~a ~~have~~discussion ~~not~~of ~~been~~additional ~~registered~~risks ~~under~~and uncertainties, which could cause actual results to differ from those contained in the forward-looking statements, see JCP&L’s Securities ~~Act~~and orExchange ~~any~~Commission ~~other~~filings, ~~securities~~including, ~~laws~~but not limited to, the risk factors and ~~may~~Cautionary ~~not~~Note beRegarding ~~offered~~Forward-Looking orStatements ~~sold~~set forth in ~~the~~these ~~United~~filings ~~States~~and ~~absent~~any ~~registration~~updates orto ansuch ~~applicable~~risk ~~exemption~~factors ~~from~~and ~~registration~~Cautionary ~~requirements.~~Note Regarding Forward-Looking Statements contained in any subsequent reports on Form 10-K, Form 10-Q or Form 8-K.

Entry into Registration Rights Agreements

In connection with its offering of the Notes, the Company has entered into a Registration Rights Agreement for each series of Notes, each dated as of the Closing Date (the “Registration Rights Agreements”), pursuant to which the Company is obligated to file a registration statement with the Securities and Exchange Commission with respect to an offer to exchange the Notes for a new issue of notes registered under the Securities Act and to complete such exchange offer no later than 366 days after the Closing Date. In certain circumstances, the Company may be required to file a shelf registration statement covering resales of the Notes.

The foregoing descriptions of the Indenture, the Notes and the Registration Rights Agreements do not purport to be complete and are qualified in their entirety by reference to the full text of the Base Indenture, the First Supplemental Indenture, the Form of 2029 Note, the Form of 2031 Note, the Form of 2036 Note and the Registration Rights Agreements for each series of Notes, which are filed as Exhibits 4.1, 4.2, 4.3, 4.4, 4.5, 10.1, 10.2 and 10.3 respectively, to this Current Report on Form 8-K and incorporated by reference herein.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 2.03.

Item 9.01 Financial Statements and Exhibits

The exhibit index set forth below is incorporated by reference in response to this Item 9.01.

(d) Exhibits

Exhibit No.						Description
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 the Company’s Form S-4 filed April 1, 2025, Exhibit 4.1, File No. 333-286328).
99.1						Jersey Central Power & Light Company news release dated April 30, 2026
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 the Company’s Form S-4 filed April 1, 2025, Exhibit 4.5, File No. 333-286328).
4.3						Form of 4.150% Senior Notes due 2029.
4.4						Form of 4.400% Senior Notes due 2031.
4.5						Form of 5.150% Senior Notes due 2036.
10.1						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.
10.2						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.
10.3						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 5.150% Senior Notes due 2036.
104						Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document)

Forward-Looking Statements: Statements in this document regarding JCP&L that are not historical facts are “forward-looking statements” that involve risks and uncertainties, which could cause actual results to differ from those contained in the forward-looking statements. These include statements about the Company’s business, results, financial position, liquidity, and outlook, which may constitute forward-looking statements and are subject to the risk that the actual impact may differ, possibly materially, from what is currently expected. Except as required by law, JCP&L undertakes no obligation to update any forward-looking statements. For a discussion of additional risks and uncertainties, which could cause actual results to differ from those contained in the forward-looking statements, see JCP&L’s Securities and Exchange Commission filings, including, but not limited to, the risk factors and Cautionary Note Regarding Forward-Looking Statements set forth in these filings and any updates to such risk factors and Cautionary Note Regarding Forward-Looking Statements contained in any subsequent reports on Form 10-K, Form 10-Q or Form 8-K.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.

~~September~~April 530, ~~2025~~2026


			JERSEY CENTRAL POWER & LIGHT COMPANY
			Registrant


By:			/s/ Teresa Reed
			Teresa Reed Vice President, State Finance and Regulatory

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