UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): April ~~March 13~~3, ~~2017~~2025

Commission	Registrant, State of Incorporation	Employer
File Number	Address and Telephone Number	Identification No.
1-9052	DPL INC.	31-1163136
	(An Ohio corporation)
	1065 Woodman Drive
	Dayton, Ohio 45432
	937-259-7215

Commission File Number 1-2385

A green and blue letter s

Description automatically generated

1-2385	THE DAYTON POWER AND LIGHT COMPANY	31-0258470
	(An Ohio corporation)
	1065 Woodman Drive
	Dayton, Ohio 45432
	937-259-7215

THE DAYTON POWER AND LIGHT COMPANY

(Exact name of registrant as specified in its charter)

Ohio	31-0258470
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
1065 Woodman Drive
Dayton, Ohio	45432
(Address of principal executive offices)	(Zip Code)
Registrant's telephone number, including area code:	(937) 259-7215

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 (see General Instruction A.2. below):

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

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

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

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

~~Item~~Securities ~~1.01~~registered ~~Entry~~pursuant ~~into~~to aSection ~~Material~~12(b) ~~Definitive~~of ~~Agreement.~~the Act:

OnTitle ~~March 13, 2017, DPL Inc. (“DPL”) and The Dayton Power and Light Company (“DP&L”), a subsidiary~~ of ~~DPL~~Each ~~and~~Class ~~The~~Trading ~~AES Corporation~~ Symbol(~~“AES”~~s), ~~entered~~Name ~~into an Amended Stipulation and Recommendation (the “Amended Settlement”) with various intervening parties and the Staff~~ of ~~the~~Each ~~Public~~Exchange Utilities Commission of Ohio (“PUCO”) with respect to DP&L’s electric security plan pending at the PUCO. The Amended Settlement amends a prior Stipulation and Recommendation (the “Original Settlement”), which had been entered into on ~~January~~Which ~~30,~~Registered ~~2017,~~N/A ~~with~~N/A ~~various intervening parties, and previously disclosed in a Current Report on Form 8-K filed by DPL and DP&L with the Securities and Exchange Commission on February 3, 2017.~~ N/A

~~The~~Indicate ~~Amended~~by ~~Settlement~~check mark iswhether ~~subject~~the ~~to,~~registrant ~~and~~is ~~conditioned~~an ~~upon,~~emerging ~~approval~~growth bycompany ~~the~~as ~~PUCO. In~~defined ~~addition~~in toRule ~~addressing~~405 ~~energy~~of ~~rates, riders and other matters,~~ the ~~Amended~~Securities ~~Settlement~~Act ~~also~~of ~~includes~~1933 ~~certain~~(§ ~~other commitments~~230. ~~The~~405 ~~Amended~~of ~~Settlement~~this chapter) ~~would~~or ~~provide~~Rule ~~for a six~~12b-~~year~~2 ~~electric~~of ~~security~~the ~~plan~~Securities ~~and,~~Exchange inAct ~~addition~~of to1934 ~~other~~(§ ~~items,~~240.12b-2 ~~provides~~of ~~for,~~this orchapter). ~~requires, the following:~~☐

•If ~~Bypassable~~an ~~standard~~emerging ~~offer~~growth company, ~~energy~~indicate ~~rates~~by check mark if the registrant has elected not to use the extended transition period for ~~DP&L’s~~complying ~~customers~~with ~~based~~any onnew ~~competitive~~or revised ~~bid~~financial ~~auctions~~accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

•Item A1.01 ~~three-year~~Entry ~~non-bypassable~~into ~~Distribution~~a ~~Modernization~~Material ~~Rider~~Definitive designed to collect $105 million in revenue per year to pay debt obligations at DPL and DP&L and position DP&L to modernize and/or maintain its transmission and distribution infrastructure, with an option for DP&L to file for an extension of the rider for an additional two years in an amount to be subsequently approved by the PUCO.Agreement

•Purchase ~~A non-bypassable Distribution Investment Rider to recover incremental distribution capital investments.~~Agreements

•On ~~DP&L~~April to4, ~~transfer~~2025, ~~its~~DPL ~~generation~~LLC ~~assets~~(formerly known as DPL Inc.) ("DPL"), a wholly owned subsidiary of The AES Corporation, and ~~non-debt~~Astrid ~~liabilities~~Holdings LP ("Investor"), a wholly owned subsidiary of Caisse de dépôt et placement du Québec ("CDPQ"), consummated the ~~“Generation~~transactions contemplated ~~Separation~~by ~~Transaction”~~(i) a Purchase and Sale Agreement entered into by and between DPL and Investor, dated as of September 13, 2024, pursuant to which DPL agreed to sell to Investor 15% of the issued and outstanding shares of common stock, no par value per share, of AES Ohio Holdings, ~~Generation~~Inc. ("Ohio Holdings" and, ~~LLC~~such agreement, the "Ohio Holdings Purchase Agreement") for a ~~subsidiary~~purchase price of approximately $272 million, and (ii) a Purchase and Sale Agreement entered into by and between DPL and ~~affiliate~~Investor, dated as of September ~~DP&L~~13, (“2024, pursuant to which DPL agreed to sell to Investor 17.65% of the issued and outstanding shares of common stock, no par value per share, of AES Ohio ~~Gen”)~~Investments, ~~within~~Inc. ~~180~~("Ohio ~~days~~Investments" ofand, such agreement, the ~~PUCO’s~~"Ohio ~~approval~~Investments Purchase ofAgreement" and together with the ~~Amended~~Ohio ~~Settlement~~Holdings Purchase Agreement, ~~subject~~the "Purchase Agreements") for a purchase price of approximately $272 million. Pursuant to ~~approval~~the consummation of the ~~Federal~~transactions ~~Regulatory~~contemplated ~~Commission~~by the Ohio Holdings Purchase Agreement (~~“FERC”~~the "Ohio Holdings Closing"). ~~DP&L’s~~and ~~application~~the ~~filed~~Ohio Investments Purchase Agreement (the "Ohio Investments Closing" and together with the ~~FERC~~Ohio toHoldings ~~complete~~Closing, the ~~Generation~~"Closings"), ~~Separation~~CDPQ ~~Transaction~~owns isan ~~pending~~aggregate indirect equity interest in The Dayton Power and Light Company, doing business as ofAES Ohio (the ~~time~~"Company" ~~this~~or ~~report~~"AES isOhio"), ~~filed~~of approximately 30%, with total proceeds to DPL of approximately $544 million.

•Pursuant ~~DP&L~~to ~~(or~~the ~~its~~Purchase ~~affiliate~~Agreements, inprior ~~light~~to of the Ohio ~~proposed~~Holdings ~~Generation~~Closing, ~~Separation~~DPL ~~Transaction)~~contributed to ~~commence~~Ohio aHoldings ~~sale~~100% ~~process~~of tothe ~~sell~~issued ~~its~~and ~~ownership~~outstanding ~~interests~~shares inof ~~the~~common ~~following~~stock, ~~coal-fired~~$0.01 ~~generating~~par ~~plants~~value toper share, aof ~~third~~the ~~party~~Company, such that Ohio Holdings owns 100% of the issued and ~~for~~outstanding ~~all~~shares ~~sale~~of ~~proceeds~~capital stock of the Company. Immediately after the Ohio Holdings Closing and immediately prior to bethe ~~used~~Ohio Investments Closing, DPL contributed to ~~pay~~Ohio ~~debt~~Investments 85% of ~~DPL~~the issued and ~~DP&L:~~outstanding ~~(i)~~capital ~~Zimmer~~stock -of ~~Unit~~Ohio 1Holdings, ~~(ii)~~such ~~Miami~~that ~~Fort~~Ohio -Investments ~~Units~~owns 7a ~~and~~direct 8;equity ~~and~~interest ~~(iii)~~in ~~Conesville~~Ohio -Holdings ~~Unit~~of 485%. Following ~~DP&L~~the ~~co-~~Closings, DPL owns ~~each~~82.35% of ~~these~~the ~~coal-fired~~issued ~~generating~~and ~~plants~~outstanding ~~and~~shares of capital stock of Ohio Investments, Ohio Investments owns 85% of the ~~sale~~issued and outstanding shares of acapital ~~plant~~stock isof ~~subject~~Ohio toHoldings, ~~agreement~~and byOhio ~~all~~Holdings ~~the~~owns ~~co-owners~~100% of the ~~plant~~issued and ~~FERC~~outstanding shares ~~approval~~of capital stock of the Company.

•Shareholders' Restrictions on DPL making dividend payments to AES or AES Ohio Gen or tax-sharing payments to AES, and an obligation to convert existing tax payments owed by DPL to AES, and similar tax payments that accrue during the term of the electric security plan, into equity investments in DPL.Agreement

•In ~~The~~connection ~~threshold~~with ~~for~~the ~~DP&L’s~~Closings, ~~Significantly~~on ~~Excessive~~April ~~Earnings~~4, ~~Test~~2025, Investor, Ohio Investments and DPL entered into a Shareholders' Agreement with respect to Ohio Investments (the "Shareholders' Agreement"), the form of which ~~measures~~had ~~DP&L’s~~been ~~earnings~~agreed to ~~determine~~by ~~whether~~the ~~there~~parties. The Shareholders' Agreement establishes the general framework governing the relationship between and among Investor and DPL, and their respective successors and transferees, as shareholders of Ohio Investments. Under the Shareholders' Agreement, the board of directors of Ohio Investments will consist of sixteen directors, three nominated by Investor, and thirteen nominated by DPL. The Shareholders' Agreement contains restrictions on Ohio Investments and its subsidiaries taking certain major decisions without the prior affirmative vote of a majority of the board of directors of Ohio Investments. In addition, for so long as Investor holds at least 5% of the issued and outstanding shares of capital stock of Ohio Investments, Investor will have review ~~been~~and ~~significantly~~consultation ~~excessive~~rights ~~earnings~~with ~~during~~respect to certain actions of Ohio Investments and its subsidiaries. Certain transfer restrictions and other transfer rights apply to Investor and DPL under the Shareholders' Agreement, including certain rights of first offer, drag along rights, tag along rights and put rights. In connection with the Closings under the Purchase Agreements, Investor, Ohio Holdings and Ohio Investments entered into a Shareholders' Agreement with respect to Ohio Holdings with substantially identical terms.

~~given~~In ~~calendar~~connection ~~year~~with the Closings, toDPL ~~continue~~will use a portion of the proceeds to berepay 12in full the $415 million in aggregate principal amount 4.125% ~~during~~senior notes due July 1, 2025. The remaining proceeds from the ~~term~~transactions ofwill be used for general corporate purposes, including the ~~electric~~funding ~~security~~of ~~plan~~equity contributions to the Company.

•The ~~DP&L~~foregoing tosummaries ~~implement~~of athe ~~Smart~~Purchase ~~Grid~~Agreements and ~~Rider,~~the ~~Economic~~Shareholders' ~~Development~~Agreement ~~Rider~~and the transactions contemplated thereby are subject to, ~~Economic~~and ~~Development~~qualified ~~Fund~~in their entirety by, ~~Reconciliation~~the ~~Rider~~full terms of the Purchase Agreements, ~~Regulatory~~which ~~Compliance~~were ~~Rider~~filed ~~and~~with ~~certain~~the ~~other~~Company's ~~new~~Quarterly Report on Form 10-Q for the period ended September 30, 2024, orand ~~changes~~the tofull ~~existing~~terms of the Shareholders' Agreement, ~~riders~~which ~~and~~will ~~tariffs~~be ~~and~~filed ~~competitive~~with ~~retail~~the ~~market~~Company’s ~~enhancements~~Quarterly Report on Form 10-Q for the period ended June 30, 2025.

~~Certain~~Item ~~parties~~5.03 Amendments to ~~the~~Articles ~~Amended~~of ~~Settlement~~Incorporation ~~are customers,~~ or ~~are~~Bylaws; ~~organizations~~Change ~~representing~~in ~~customers,~~Fiscal ~~of DP&L.~~Year

~~The~~On ~~foregoing~~April ~~description~~3, of2025, the ~~Amended~~Company's ~~Settlement~~shareholder isapproved an ~~qualified~~amendment inand ~~its~~restatement ~~entirety~~of ~~by reference to~~ the ~~Amended~~Code ~~Settlement,~~of aRegulations ~~copy~~ of ~~which~~the isCompany ~~attached~~(the ~~hereto~~"Amended ~~as Exhibit 10.1~~ and ~~incorporated~~Restated ~~herein~~Code byof ~~reference. DP&L’s~~Regulations"), to, ~~electric~~among ~~security~~other ~~plan docket~~things, ~~which~~modify ~~includes copies of~~ the ~~Amended~~language ~~Settlement~~in ~~and~~Article ~~Original Settlement~~II, isSection ~~available~~2 atto ~~the~~decrease ~~website of~~ the ~~PUCO~~authorized atnumber ~~www.puco.ohio.gov~~of bydirectors ~~searching Case No. 16-0395-EL-SSO. The information~~ on the ~~website~~Company's board of ~~the~~directors ~~PUCO~~from isnine ~~not~~to ~~incorporated herein~~three.

~~Item~~The 7foregoing summary of the Amended and Restated Code of Regulations does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended and Restated Code of Regulations, a copy of which is filed as Exhibit 3.011 ~~Regulation~~hereto FDand ~~Disclosure~~is incorporated herein by reference.

On March 14, 2017, DP&L issued a press release announcing the Amended Settlement. A copy of the press release is being furnished as Exhibit 99.1 attached hereto and is incorporated by reference herein. Such information is being furnished pursuant to Item 79.01 ~~and~~Financial ~~shall~~Statements ~~not~~and ~~be deemed “filed” for any purpose, including for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section.~~Exhibits

In(d) connection with any sale of generation plants as contemplated by the Amended Settlement or otherwise, DPL and DP&L would expect to incur certain cash and non-cash charges, some or all of which could be material to the business and financial condition of DPL and DP&L.Exhibits

Item 9.01 Financial Statements and Exhibits.

Exhibit 3.1	Amended and Restated Code of Regulations of the Company, effective April 3, 2025
Exhibit 104	The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.

~~(d)~~Forward-Looking ~~Exhibits~~Statements

~~Exhibit~~This 10current report contains forward-looking statements within the meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934.1 ~~Amended~~These ~~Stipulation~~statements include, but are not limited to, statements regarding management's intents, beliefs, and ~~Recommendation~~current ~~dated~~expectations ~~March~~and 13typically contain, ~~2017~~but are not limited to, the terms "anticipate," "potential," "expect," "forecast," "target," "will," "would," "intend," "believe," "project," "estimate," "plan" and similar words. Such forward-looking statements include, without limitation, statements with respect to the proposed use of proceeds from the transactions contemplated by the Purchase Agreements. Forward-looking statements are not intended to be a guarantee of future results, but instead constitute AES Ohio's current expectations based on reasonable assumptions. Forecasted financial information is based on certain material assumptions. These assumptions include, but are not limited to, our expectations regarding the timing of events, accurate projections of market conditions and regulatory rates, future interest rates, commodity prices, continued operating performance and electricity volume at distribution companies, as well as achievements of planned productivity improvements and growth investments at expected rates of return.

~~Exhibit~~Actual 99results could differ materially from those projected in our forward-looking statements due to risks, uncertainties, and other factors.1 DPImportant factors that could affect actual results are discussed in AES Ohio's filings with the Securities and Exchange Commission (the "SEC"), including, but not limited to, the risks discussed under Item 1A: "Risk Factors" and Item 7: "Management's Discussion &L ~~Press~~Analysis" in ~~Release~~AES Ohio's 2024 Annual Report on Form 10-K and in subsequent reports filed with the SEC. Readers are encouraged to read AES Ohio's filings to learn more about the risk factors associated with AES Ohio's businesses. AES Ohio undertakes no obligation to update or revise any forward-looking statements, ~~dated~~whether ~~March~~as 14a result of new information, ~~2017~~future events, or otherwise. Any security holder who desires a copy of AES Ohio's 2024 Annual Report on Form 10-K, or subsequent filings with the SEC, may obtain a copy (excluding the exhibits thereto) without charge by addressing a request to the Office of the Secretary, AES Ohio, 1065 Woodman Drive, Dayton, Ohio 45432. Exhibits also may be requested, but a charge equal to the reproduction cost thereof may be made. A copy of the Annual Report on Form 10-K may also be obtained by visiting AES Ohio's website at www.aes-ohio.com.

~~Forward-Looking Statements~~SIGNATURES

~~This~~Pursuant ~~current~~to ~~report contains forward-looking statements within~~ the ~~meaning~~requirements of the Securities ~~Act of 1933 and the Securities~~ Exchange Act of 1934~~. These statements include~~, ~~but are not limited to, statements regarding management’s intents, beliefs and current expectations and typically contain, but are not limited to,~~ the ~~terms~~Registrant ~~“anticipate,”~~has ~~“potential,”~~duly ~~“expect,”~~caused ~~“forecast,”~~this ~~“target,”~~report ~~“will,” “would,” “intend,” “believe,” “project,” “estimate,” “plan” and similar words. Such forward-looking statements include, but are not limited~~ to, ~~the~~be ~~occurrence~~signed oron ~~timing~~their ofbehalf ~~generating plant operations, transfers, sales or retirements and other events contemplated~~ by ~~or related to~~ the ~~Amended~~undersigned ~~Settlement,~~hereunto ~~strategic~~duly ~~objectives, business prospects, anticipated economic performance and financial condition, management’s expectations and other similar matters~~authorized. Forward-looking statements are not intended to be a guarantee of future results, but instead constitute current expectations based on reasonable assumptions. These assumptions include, but are not limited to, timing of events, accurate projections

of market conditions and regulatory rates, future interest rates, commodity prices, continued normal levels of operating performance and electricity volume at distribution companies and operational performance at generation businesses consistent with historical levels, as well as achievements of planned productivity improvements and incremental growth investments at normalized investment levels and expected rates of return.

	The Dayton Power and Light Company d/b/a AES Ohio


Date: April 4, 2025	By:	/s/ Brian Hylander
	Name:	Brian Hylander
	Title:	Vice President, General Counsel and Secretary

Actual results could differ materially from those projected in our forward-looking statements due to risks, uncertainties and other factors. Important factors that could affect actual results are discussed in DPL’s and DP&L’s filings with the Securities and Exchange Commission, including, but not limited to, the risks discussed under Item 1A “Risk Factors” in DPL’s and DP&L’s 2016 Annual Report on Form 10-K. Readers are encouraged to read DPL’s and DP&L’s filings to learn more about the risk factors associated with DPL’s and DP&L’s businesses. DPL and DP&L undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Any security holder who desires copies of DPL or DP&L’s periodic reports filed with the Securities and Exchange Commission may obtain copies (excluding Exhibits) without charge by addressing a request to the Office of the Secretary, DPL Inc., 1065 Woodman Drive, Dayton, Ohio 45432. Exhibits also may be requested, but a charge equal to the reproduction cost thereof will be made. Copies of such reports also may be obtained by visiting DPL’s website at www.dplinc.com.

SIGNATURE

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

	DPL Inc.
Date: March 14, 2017	By:	/s/ Judi L. Sobecki
	Name:	Judi L. Sobecki
	Title:	General Counsel and Secretary

	The Dayton Power and Light Company
Date: March 14, 2017	By:	/s/ Judi L. Sobecki
	Name:	Judi L. Sobecki
	Title:	Vice President, General Counsel and Secretary

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