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): ~~August~~September 1123, 2025

Commission

Registrant; State of Incorporation;

I.R.S. Employer

File Number

Address; and Telephone Number

Identification No.

333-282554

FIRSTENERGY TRANSMISSION, LLC

20-5763884

Delaware

Corporation)

5001 NASA Boulevard

Fairmont

26554

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 15.~~01.~~02 Departure ~~Entry~~of ~~into~~Directors aor ~~Material~~Certain ~~Definitive~~Officers; ~~Agreement~~Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

~~Completion~~On September 23, 2025, after a thorough review process by the Board of ~~Notes~~Directors ~~Offering~~(the “Board”) of FirstEnergy Corp. (“FE”) and the Compensation Committee of the Board (the “Committee”), with input and advice from the Committee’s independent compensation consultant, the Board, upon recommendation by the Committee, approved (i) amendments and restatements of the FirstEnergy Corp. Executive Severance Benefits Plan (the “Executive Severance Plan”) and the FirstEnergy Corp. 2017 Change in Control Severance Plan (the “Change in Control Plan” and, together with the Executive Severance Plan, the “Plans”), and (ii) new forms of time-based restricted stock unit award agreements (the “Time-Based RSU Award Agreements”) and performance-based restricted stock unit award agreements (the “Performance-Based RSU Award Agreements” and, together with the Time-Based RSU Award Agreements, the “RSU Award Agreements”), in each case to be effective January 1, 2026. The Board’s approval of the amended and restated Plans and the new forms of RSU Award Agreements modernizes and aligns the executive severance compensation program sponsored by FE or its operating companies (collectively “FirstEnergy”) with peer practice. Certain executive officers of FirstEnergy Transmission, LLC (the “Company”), including the Company’s principal executive officer and principal financial officer, are expected to participate in the Plans and to be granted equity awards in the future evidenced by the RSU Award Agreements.

OnExecutive ~~August~~Severance 13, 2025 (the “Closing Date”), FirstEnergy Transmission, LLC (the “Company”), completed its offering of $450 million aggregate principal amount of its 4.750% senior notes due 2033 (the “Notes”), which were issued pursuant to a purchase agreement dated August 11, 2025 (the “Purchase Agreement”) by and among the Company and BofA Securities, Inc., CIBC World Markets Corp., Mizuho Securities USA LLC, and RBC Capital Markets, LLC, as representatives of the several initial purchasers named in Schedule 1 to the Purchase Agreement. The Company intends to use the net proceeds from the sale of the Notes (i) to repay short-term indebtedness, (ii) to finance capital improvements, (iii) for working capital needs, and (iv) for general corporate purposes. The Notes are senior unsecured general obligations of the Company. Plan

The ~~Notes~~Executive ~~were~~Severance ~~issued~~Plan ~~pursuant~~provides toseverance anbenefits ~~Indenture,~~to ~~dated~~eligible asexecutives ofwho ~~May~~are ~~19,~~involuntarily ~~2014~~separated ~~(the~~by ~~“Base~~FirstEnergy ~~Indenture”),~~due asto ~~supplemented by~~ the ~~First~~sale ~~Supplemental~~or ~~Indenture,~~closing ~~dated as~~ of ~~October~~a 4facility, ~~2024~~corporate ~~(the~~restructuring, ~~“First Supplemental Indenture” and~~merger, ~~together with the Base Indenture~~acquisition, ~~the~~a ~~“Indenture”),~~reduction ~~between~~in the ~~Company and U.S. Bank Trust Company~~workforce, ~~National~~or ~~Association~~job ~~(as~~elimination ~~successor in interest to U.S. Bank National Association)~~(collectively, as“Qualified ~~trustee~~Separations ~~(the~~by ~~“Trustee~~FirstEnergy”). ~~The~~Benefits ~~Notes~~under ~~bear~~the ~~interest~~Executive atSeverance aPlan ~~rate~~are ofalso ~~4.750%~~offered ~~per~~if ~~year,~~an ~~payable~~eligible ~~semi-annually~~executive interminates ~~arrears~~his ofor ~~each~~her onemployment ~~January~~with 15FirstEnergy ~~and~~because ~~July~~a ~~15,~~new ~~beginning~~job onassignment ~~January~~would ~~15,~~result ~~2026.~~in ~~The~~the ~~Notes~~occurrence ~~will~~of ~~mature~~any onone ~~January~~or ~~15,~~more ~~2033,~~of ~~provided that~~ the ~~Notes~~following ~~will~~events: be(i) ~~redeemable,~~15% inor ~~whole~~greater orreduction in ~~part, at~~ the ~~Company~~executive’s ~~option,~~then atcurrent ~~any~~base ~~time~~salary ~~prior~~(except towith ~~November~~respect ~~15,~~to ~~2032 (~~across-the-board ~~date~~salary ~~that~~reductions ~~is two months prior~~ to ~~the~~similarly-situated ~~scheduled~~FirstEnergy ~~maturity~~employees); ~~date~~(ii) at a ~~“make-whole”~~requirement ~~redemption~~that ~~price~~the ~~(as~~executive ~~set~~relocate ~~forth~~from inhis ~~the~~or ~~Indenture)~~her ~~and,~~current onresidence; or ~~after~~(iii) ~~such~~the ~~date,~~distance atfrom ~~par.~~the ~~The~~executive’s ~~Indenture~~current ~~contains~~residence ~~customary~~to ~~covenants,~~his ~~such~~or asher new reporting oflocation ~~annual~~being ~~and~~at ~~quarterly~~least ~~financial~~50 ~~results~~miles ~~and~~farther ~~restrictions~~than onthe ~~certain~~distance ~~mergers~~between ~~and~~such ~~consolidations.~~executive’s ~~The~~current ~~Notes~~residence and ~~the~~previous ~~Indenture~~reporting ~~also~~location ~~contain customary events of default~~(collectively, ~~including~~“Qualified ~~failure~~Separations toby ~~pay~~the ~~principal~~Executive” ~~or interest~~and, ~~breach~~together ofwith ~~covenants,~~Qualified ~~and~~Separations ~~bankruptcy~~by ~~events~~FirstEnergy, ~~all~~“Qualified ~~subject~~Separations” ~~to terms, including notice~~ and ~~cure periods~~each, asa ~~set~~“Qualified ~~forth in the Indenture~~Separation”). ~~The Notes and the Indenture do not contain any financial covenants.~~

~~The~~As ~~Notes~~amended ~~were offered~~ and ~~sold~~restated, ~~only~~the toExecutive ~~qualified~~Severance ~~institutional~~Plan, ~~buyers~~among ~~(as~~other ~~defined~~things, inprovides ~~Rule~~that ~~144A~~cash ~~under~~severance ~~the~~benefits ~~Securities Act of 1933~~(collectively, ~~as amended (~~the “~~Securities~~Amended ~~Act~~Severance Benefits”)) ~~and~~will tobe ~~non-U.S.~~determined ~~persons (~~as ~~defined~~follows in ~~Regulation S under~~ the ~~Securities~~event ~~Act)~~of ~~pursuant~~a toQualified Regulation S. The Notes have not been registered under the Securities Act or any other securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. Separation:

~~Entry~~•Tier ~~into~~3 ~~Registration~~participants ~~Rights~~(generally, ~~Agreement~~Presidents and Vice Presidents) will be entitled to severance pay equal to such participant’s base salary.

In•Tier ~~connection~~4 ~~with~~participants ~~its~~(generally, ~~offering~~Director-level) ofwill ~~the~~be ~~Notes,~~entitled ~~the~~to ~~Company~~severance ~~has~~pay ~~entered~~based ~~into~~upon a ~~Registration~~service-based ~~Rights~~formula ~~Agreement, dated as of the Closing Date~~ (the “~~Registration~~Service-Based ~~Rights Agreement~~Formula”), ~~pursuant~~such tothat ~~which~~an ~~the~~eligible ~~Company~~executive iswill ~~obligated~~be toentitled ~~file a registration statement with the Securities and Exchange Commission with respect~~ to anreceive ~~offer~~three toweeks ~~exchange~~of ~~the~~base ~~Notes~~salary for aeach ~~new~~full ~~issue~~year of ~~notes~~service ~~registered~~(with ~~under~~a ~~the~~maximum ~~Securities~~benefit ~~Act~~equal ~~and~~ to ~~complete~~ such ~~exchange~~participant’s ~~offer~~base ~~prior to 366 days after the Closing Date~~salary). ~~In certain circumstances, the Company may be required to file a shelf registration statement covering resales of the Notes.~~

~~The~~Notwithstanding ~~foregoing descriptions of~~ the ~~Indenture~~foregoing, the ~~Notes~~amended and ~~the~~restated ~~Registration~~Executive ~~Rights~~Severance ~~Agreement~~Plan doprovides ~~not~~that ~~purport~~eligible toexecutives, beas ~~complete~~defined ~~and~~therein, ~~are~~will ~~qualified~~be inentitled ~~their entirety by reference~~ to ~~the~~receive ~~full~~severance ~~text~~benefits ofbased ~~the~~upon ~~Base Indenture,~~ the ~~First~~prior ~~Supplemental~~Service-Based ~~Indenture,~~Formula ~~the~~as ~~Form~~ of ~~Note,~~December ~~and the Registration Rights Agreement~~31, ~~which are filed as Exhibits 4.1~~2025, ~~4.2,~~if ~~4.3~~such ~~and~~amount ~~10.1,~~is ~~respectively,~~greater tothan ~~this~~the ~~Current~~amount ~~Report~~that onthe ~~Form~~executive ~~8-K~~would ~~and~~receive ~~incorporated~~under bythe ~~reference~~Amended ~~herein.~~Severance Benefits.

~~Item~~Additionally, ~~2.03.~~under ~~Creation~~the ofamended and restated Executive Severance Plan, for an executive with a ~~Direct~~Qualified ~~Financial~~Separation ~~Obligation~~who is eligible for and elects continuation of health care and/or andental ~~Obligation~~care ~~Under~~under anCOBRA, ~~Off-Balance~~FirstEnergy ~~Sheet~~will ~~Arrangement~~waive a portion of the COBRA premium for a ~~Registrant~~period equal to the lesser of (i) 18 months following the date of the Qualified Separation and (ii) the date that such executive ceases to qualify for COBRA coverage.

~~The~~An ~~information~~executive’s ~~set~~receipt ~~forth~~of any severance benefits under ~~Item~~the ~~1.01~~amended and restated Executive Severance Plan is contingent upon such executive’s timely execution and delivery of ~~this~~a ~~Current~~valid ~~Report~~and onirrevocable ~~Form~~separation ~~8-K~~agreement isin ~~incorporated~~the form provided by ~~reference~~FirstEnergy that contains, among other provisions, a general release and waiver of claims in ~~this~~favor ~~Item~~of 2FirstEnergy and related persons and entities, confidentiality, return of property and non-disparagement provisions (a “Release”) and (ii) the Release becoming irrevocable no later than 60 days following the executive’s separation from FirstEnergy.~~03.~~ Severance amounts will be paid in a lump sum as soon as administratively possible after the Release is effective, but no later than two and one-half months after the date that the Qualified Separation occurs.

In addition to the aforementioned changes, the Executive Severance Plan, as amended and restated, also incorporate certain clarifying, ministerial, non-substantive, and conforming changes.

Change in Control Plan

The Change in Control Plan provides for severance benefits in the event that an eligible executive experiences a termination of employment (either without “Cause” by FirstEnergy or for “Good Reason” by the executive (each as defined in the Change in Control Plan)) within the 24-month period following a change in control of FE. For the avoidance of doubt, participants in the Change in Control Plan are not permitted to receive severance benefits under the Change in Control Plan and another FE severance plan, program or arrangement.

The “Change in Control” definition in the amended and restated Change in Control Plan was revised to conform to the corresponding definition in the FirstEnergy Corp. 2020 Incentive Compensation Plan (the “2020 ICP”) to ensure consistency and for ease of administration in the event of a change in control. Additionally, the Change in Control Plan required the Board to

conduct an annual review of the Change in Control Plan to determine whether the term of the Change in Control Plan should be extended for an additional one-year period. The amended and restated Change in Control Plan will automatically renew for successive one-year terms, unless otherwise terminated by action of the Board.

An executive’s receipt of any benefits under the amended and restated Change in Control Plan is contingent upon such executive’s execution and non-revocation of a general release and waiver of claims in favor of FirstEnergy and related persons and entities. Cash amounts under the amended and restated Change in Control Plan will be paid in a lump sum within 60 days of the executive’s termination of employment.

In addition to the aforementioned changes, the Change in Control Plan, as amended and restated, also incorporates certain clarifying, ministerial, non-substantive, and conforming changes.

RSU Award Agreements

The Board approved new forms of RSU Award Agreements for grants of time-based restricted stock units (“RSUs”) and performance-based RSUs made on or after January 1, 2026. The new form of Time-Based RSU Award Agreement provides that outstanding unvested time-based RSUs will vest in full upon a Change in Control (as defined in the 2020 ICP) to the extent such RSUs are not replaced with a “Replacement Award” (as defined in the 2020 ICP). The new form of Performance-Based RSU Award Agreement provides that, in the event of a Change in Control, outstanding unvested performance-based RSUs will vest at target level of performance, to the extent such RSUs are not replaced with a Replacement Award.

The foregoing descriptions of the amendments and restatements of the Plans and the new forms of RSU Award Agreements are summaries and are qualified in their entireties by reference to the full texts of the amended and restated Plans and the new forms of RSU Award Agreements, copies of which are attached hereto as Exhibits 10.1, 10.2, 10.3, and 10.4 and are incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

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


Exhibit No.						Description
10.1						FirstEnergy Corp. Executive Severance Benefits Plan, As Amended and Restated as of January 1, 2026.
10.2						FirstEnergy Corp. Executive Change in Control Severance Plan, As Amended and Restated as of January 1, 2026.
10.3						Form of 2020 Incentive Compensation Plan 2026 Time-Based Restricted Stock Unit Award Agreement.
10.4						Form of 2020 Incentive Compensation Plan 2026-2028 Performance-Adjusted Restricted Stock Unit Award Agreement.
104						Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document)

Exhibit No.						Description
4.1						Indenture, dated May 19, 2014, by and between FirstEnergy Transmission, LLC and U.S. Bank Trust Company, National Association, as trustee (incorporated by reference to FET's Form S-4 filed October 8, 2024, Exhibit 4.1, File No. 333-282554).
4.2						First Supplemental Indenture, dated as of October 4, 2024, to Indenture dated May 19, 2014, by and between FirstEnergy Transmission, LLC and U.S. Bank Trust Company, National Association, as trustee (incorporated by reference to FET's Form S-4 filed October 8, 2024, Exhibit 4.2, File No. 333-282554).
4.3						Form of 4.750% Convertible Senior Notes due 2033.
10.1						Registration Rights Agreement, dated as of August 13, 2025, among FirstEnergy Transmission, LLC and BofA Securities, Inc., CIBC World Markets Corp., Mizuho Securities USA LLC and RBC Capital Markets, LLC, as representatives of the initial purchasers of the Senior Notes due 2033.
104						Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document)

Forward-Looking Statements: This Form 8-K includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 based on information currently available to management. Such statements are subject to certain risks and uncertainties and readers are cautioned not to place undue reliance on these forward-looking statements. These statements include declarations regarding management's intents, beliefs and current expectations. These statements typically contain, but are not limited to, the terms “anticipate,” “potential,” “expect,” "forecast," "target," "will," "intend," “believe,” "project," “estimate," "plan" and similar words. Forward-looking statements involve estimates, assumptions, known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements, which may include the following: the ability to experience growth in FirstEnergy Transmission, LLC’s business at American Transmission Systems, Incorporated, Mid-Atlantic Interstate Transmission, LLC, and Trans-Allegheny Interstate Line Company (together, the “FET Subsidiaries”); the accomplishment of the FET Subsidiaries’ regulatory and operational goals in connection with their transmission plan; changes in assumptions regarding factors such as economic conditions within the FET Subsidiaries’ territories, assessments of the reliability of the FET Subsidiaries’ transmission systems, or the availability of capital or other resources supporting identified transmission investment opportunities; the reliability of the transmission grid; the ability of the FET Subsidiaries to accomplish or realize anticipated benefits through establishing a culture of continuous improvement and FirstEnergy Transmission, LLC’s other strategic and financial goals, including, but not limited to, executing Energize365, executing on the FET Subsidiaries’ rate strategy, controlling costs, improving credit metrics, maintaining investment grade ratings, and growing earnings; costs being higher than anticipated and the success of FirstEnergy Transmission, LLC’s policies to control costs at the FET Subsidiaries; the risks and uncertainties associated with government investigations and audits regarding House Bill 6, as passed by Ohio's 133rd General Assembly (“HB 6”), and related matters, including potential adverse impacts on federal or state regulatory matters, including, but not limited to, matters relating to rates; the risks and uncertainties associated with litigation, arbitration, mediation and similar proceedings, particularly regarding FirstEnergy Corp.’s HB 6 and related matters, including risks associated with obtaining dismissal of the FirstEnergy Corp. derivative shareholder lawsuits; variations in weather conditions and severe weather (including events caused, or exacerbated, by climate change, such as wildfires, hurricanes, floodings, droughts, high wind events and extreme heat events) and other natural disasters, which may result in increased restoration expenses; the potential liabilities and increased costs arising from regulatory actions or outcomes in response to severe weather conditions and other natural disasters; changes in national and regional economic conditions, including recession, volatile interest rates, inflationary pressure, supply chain disruptions, tariffs, higher fuel costs and workforce impacts, affecting the FET Subsidiaries and other counterparties with which they do business; the risks associated with physical attacks, such as acts of war, terrorism, sabotage or other acts of violence, cyberattacks and other disruptions to FirstEnergy Transmission, LLC’s information technology system, which may compromise the FET Subsidiaries’ transmission services, and data security breaches of sensitive data, intellectual property and proprietary or personally identifiable information regarding FirstEnergy Transmission, LLC’s business, employees, shareholders, customers, suppliers, business partners and other individuals in FirstEnergy Transmission, LLC’s data centers and on FirstEnergy Transmission, LLC’s networks; the FET Subsidiaries’ ability to comply with applicable federal reliability standards; other legislative and regulatory developments, including, but not limited to, matters related to rates, transmission planning, compliance and enforcement activity, cybersecurity, climate change, and diversity, equity and inclusion; changes to environmental laws and regulations, including, but not limited to, rules finalized by the Environmental Protection Agency and the United States Securities and Exchange Commission (“SEC”), including those currently stayed, related to climate change, and potential changes to such laws and regulations as a result of a new presidential administration in the United States following the 2024 U.S. presidential election; changes in the FET Subsidiaries’ customers’ demand for power, including, but not limited to, economic conditions, the impact of climate change, emerging technology, particularly with respect to data centers, electrification, energy storage and distributed sources of generation; the impact of changes to significant accounting policies; the impact of any changes in tax laws or regulations, including, but not limited to, the Inflation Reduction Act of 2022, or adverse tax audit results or rulings; the ability to access the public securities and other capital and credit markets in accordance with FirstEnergy Transmission, LLC’s announced financial plans, the cost of such capital and overall condition of the capital and credit markets affecting us and the FET Subsidiaries, including the increasing number of financial institutions evaluating the impact of climate change on their investment decisions; future actions that may be taken by credit rating agencies that could negatively affect either FirstEnergy Transmission, LLC’s access to or terms of financing or FirstEnergy Transmission, LLC’s financial condition and liquidity; issues concerning the stability of domestic and foreign financial institutions and counterparties with which we do business; FirstEnergy Transmission, LLC’s dependence on FirstEnergy Corp. and its affiliates, including FirstEnergy Service Company, for employees and key personnel; the risks and other factors discussed in this prospectus and in FirstEnergy Transmission, LLC’s financial statements and other similar factors; and any other statements that relate to non-historical or future information. These forward-looking statements are also qualified by, and should be read together with, the risk factors included in FirstEnergy Transmission, LLC’s Form 10-K, Form 10-Q and in FirstEnergy Transmission, LLC’s other filings with the SEC. The foregoing review of factors also should not be construed as exhaustive. New factors emerge from time to time, and it is not possible for management to predict all such factors, or assess the impact of any such factor on FirstEnergy Transmission, LLC’s business or the extent to which any factor, or combination of factors, may cause results to differ materially from those contained in any forward-looking statements. FirstEnergy Transmission, LLC expressly disclaims any obligation to update or revise, except as required by law, any forward-looking statements contained herein or in the information incorporated by reference as a result of new information, future events or otherwise.

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.

~~August~~September 1529, 2025

FIRSTENERGY TRANSMISSION LLC. Registrant By: /s/ ~~Mark~~Jason DJ. ~~Mroczynski~~Lisowski ~~Mark~~Jason DJ. ~~Mroczynski~~Lisowski Vice President, Controller and Director (Principal Financial Officer and Principal Accounting Officer)

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