FE FirstEnergy Corp

April 3, 2025

Dear FirstEnergy Shareholders:

Thank you for your investment in FirstEnergy.

In December, I was humbled when your Board elected me as its new Chair, succeeding John Somerhalder, who served as Chair since 2022 and remains a director of the Board. On behalf of the entire Board, I thank John for his contributions to the company during a period of significant transition. I also thank Lisa Winston Hicks, who provides strong independent Board leadership in her ongoing role as the Board’s Lead Independent Director.

Together with Lisa and the entire Board, we are committed to advancing FirstEnergy’s strategy and driving progress while demonstrating strong governance, responsible business practices and stewardship.

As your company progresses on its extraordinary transformation, the Board and company leadership very much appreciate the ongoing, constructive engagement with our stakeholders, which positions us to better understand and respond to their interests and informs the company’s decisions.

We commit to continued engagement with you and to keeping you updated on your company’s progress.

2024 Milestones

Our Board and leadership team are driven by a singular focus: transforming FirstEnergy into a premier electric company that delivers value to our investors and superior service to the 6 million customers who depend on us.

In the past year, we achieved several important milestones as we advanced this goal. We redesigned our operating model, moving accountability and decision-making closer to our customers, employees and regulators in each of our five states and in our stand alone transmission business. We also assembled a strong and experienced leadership team charged with building a high-performance culture.

When we completed the final phase of our $7 billion equity raise last year, we improved our balance sheet and powered a comprehensive capital plan to capture the immense investment opportunities to address our customers’ needs and growth. In addition, we significantly derisked the company by completing constructive rate reviews and formula rate filings for 83% of our rate base since the fourth quarter of 2023 and resolving several legacy issues.

Together, these accomplishments strengthened FirstEnergy’s foundation and fueled our growth. This work has been integral to successfully activating our Virtuous Cycle business model: invest in our electric infrastructure and our people; operate safely and efficiently with a focus on continuous improvement; recover our prudently incurred investments; and efficiently finance our regulated operations.

As we grow, we are committed to returning value to our shareholders. Dividends declared in 2024 totaled $1.70 per share, an increase of just over 6% versus 2023.

Making a Positive Impact

FirstEnergy is privileged to provide a service that powers the modern way of life. We are committed to enhancing the customer experience and driving our growth through our Energize365 capital investment program. In 2024 we invested $4.5 billion in our system, an increase of more than 20% compared to 2023. Earlier this year, we expanded this plan through 2029 with investments of $28 billion focused on enhancing system reliability and resiliency, preparing for demand growth and electrification, and integrating all types of energy sources while maintaining our strong affordability position. We expect Energize365 investments to result in compounded annual rate base growth of 9% through the end of the 2025-2029 period. These investments are tailored for each of our five businesses and aligned with the regulatory outcomes and commitments we have made to our customers in each jurisdiction.

Effective and timely recovery of our investments is instrumental to executing our strategy. The rate cases approved in Maryland, West Virginia, New Jersey and Pennsylvania since late 2023 set the table for improving reliability and financial performance with an annual revenue increase of nearly $450 million. They also demonstrate our ability to reach constructive regulatory outcomes that support our customers and our attractive risk profile.

Helping our communities thrive is fundamental to our mission, and we’re proud to support economic growth in our region. Our well-positioned footprint continues to be attractive to data center developers. Projects under contract are expected to expand data center load in our footprint by more than 500%, to 2.6 gigawatts, by 2029, while our pipeline of projects in earlier stages of development support additional growth above those levels through this period.

While our existing transmission capacity and planned transmission investments support data center expansion, we are advocating on behalf of our customers to ensure there is continued access to reliable and affordable electric service in light of the rapid changes in the U.S. electric system. We’re committed to working collaboratively across the industry to address this challenge on our customers’ behalf.

Building a High-Performance Organization

A primary focus of our new leadership team is driving performance excellence and building a strong culture of continuous improvement across the organization. This includes demonstrating strong financial discipline and ensuring our processes, performance and accountability are consistent with being a premier electric company.

To achieve our goals, we must work safely and efficiently, harness the power of technology and empower our people to do their best work. Our future will be driven by our engaged workforce and powered by an uncompromising commitment to our Core Values. We are committed to maintaining the highest standards of ethics, integrity and compliance to deliver an exceptional customer experience and superior operational performance.

Our leadership team is laser-focused on delivering on our commitments. We are excited about the future and look forward to building on our momentum and delivering value to our investors.

2025 Annual Meeting of Shareholders

I hope you will join us for our 2025 Annual Meeting of Shareholders, which will be held as an online-only event on May 21, 2025, at 8 a.m. EDT. A schedule of business to be conducted during the meeting and instructions on how you can vote your shares online, by phone or by mail, are available in the accompanying Notice of the 2025 Annual Meeting of Shareholders. In addition, I invite you to review this Proxy Statement for more information about your Director nominees, the Board’s governance and oversight practices, and executive compensation programs.

To attend the virtual Annual Meeting, please follow the registration instructions listed on your proxy card. Additional information is available in the Questions and Answers section of this Proxy Statement under the heading “Attending the Virtual Annual Meeting.”

Thank you for your support.

Brian X. Tierney

Notice of Annual Meeting of Shareholders

Please carefully review this Notice, the FirstEnergy Corp.’s (the “Company”) Annual Report to Shareholders for the year ended December 31, 2024 (the “2024 Annual Report”), and the accompanying Proxy Statement and vote your shares by following the instructions on your proxy card/voting instruction form or Notice of Internet Availability of Proxy Materials to ensure your vote is cast at the 2025 Annual Meeting of Shareholders (the “Annual Meeting”).

AGENDA

On behalf of the Board of Directors,

		Mary M. Swann Corporate Secretary and Associate General Counsel Akron, Ohio

This Notice and accompanying Proxy Statement are first being mailed or made available to shareholders on or about April 3, 2025.

   Table of Contents

WEBSITES

Website addresses referenced in this proxy statement are inactive textual references only, and the content on the referenced websites specifically does not constitute a part of this proxy statement.

Proxy Statement Summary

2025 Annual Meeting of Shareholders (the “Annual Meeting” or the “Meeting”)

VOTING MATTERS

HOW TO CAST YOUR VOTE

Your vote is important! Even if you plan to attend our Annual Meeting virtually, please cast your vote as soon as possible by:

Please follow the instructions provided on your proxy card/voting instruction form (the “proxy card”), Notice of Internet Availability of Proxy Materials, or electronic or other communications included with your proxy materials. Shareholders as of the Record Date may attend the virtual Annual Meeting and vote if registered in advance by following the Advance Registration Instructions below. Refer to the “Questions and Answers about the Annual Meeting” section below for more details, including the Advance Registration Instructions and questions 2, 13 and 15.

If you have multiple accounts, you may receive more than one proxy card or voting instruction form and related materials. Please vote each proxy card and voting instruction form that you receive.

Key Board Corporate Governance Features

Your Board is committed to strong corporate governance, which we believe is important to the success of our business and in advancing shareholder interests. Highlights include:

Our corporate governance practices are described in greater detail in the “Corporate Governance and Board of Directors Information” section beginning on page 8.

Executive Compensation Highlights

Under our compensation design, the percentage of pay that is based on performance increases as the responsibilities of a Named Executive Officer (“NEO”) increase. The charts below illustrate the mix of annualized base salary, 2024 target short-term incentive program (“STIP”) and target long-term incentive program (“LTIP”) awards for our NEOs. For 2024, approximately 89% of the President and CEO’s total target annual pay and 77% of our other NEOs’ average annual target pay was variable and could be reduced to zero if performance metrics are not met at a minimum threshold level. The values shown are effective as of December 31, 2024, for the NEOs who were serving as executive officers as of December 31, 2024.

We believe that our executive compensation philosophy and practices align with the long-term interests of our shareholders and with commonly viewed best practices in the market.

Our executive compensation practices are described in greater detail in the “Executive Compensation” section of this proxy statement, beginning on page 34.

Corporate Governance and Board of Directors Information

Board Leadership Structure

Brian X. Tierney has served as the Company’s President and Chief Executive Officer since June 2023. On December 18, 2024, the Board unanimously elected him to the additional role of Chair of the Board, effective January 1, 2025. He succeeded John W. Somerhalder II, who remains a director of the Board. Lisa Winston Hicks continues to serve as the Board’s Lead Independent Director. Our Third Amended and Restated Code of Regulations, as amended (“Code of Regulations”) and Corporate Governance Policies do not require that the CEO and Board Chair positions be separate, and your Board has not adopted a specific policy or philosophy on whether such roles should remain separate.

In circumstances where the Board Chair is not independent, it is the Board’s policy, consistent with our Third Amended and Restated Code of Regulations, as amended (“Code of Regulations”) and Corporate Governance Policies, to designate a Lead Independent Director in order to provide the appropriate governance framework for the independent directors. When appointed, the Lead Independent Director’s responsibilities shall include, but not be limited to, the following:

In addition, the Lead Independent Director is primarily responsible for supporting the independent directors’ access to management and, if applicable, leads the independent directors in retaining legal counsel, accountants, industry consultants, other experts to advise the independent directors concerning issues arising in the exercise of their functions.

Your Board schedules regular executive sessions both for your non-management directors and for your independent directors at each regularly scheduled Board meeting. Consistent with the Company’s Corporate Governance Policies, your Lead Independent Director presides over executive sessions of independent directors.

Board Composition and Refreshment

Your Board is comprised of individuals that bring unique perspectives and who are highly qualified and independent (other than Mr. Tierney, who is not considered independent because of his employment with the Company, and Mr. Somerhalder, who is not considered independent because of his prior role as Executive Vice Chair from March 2021 to May 2022). Your Board’s succession planning takes into account the importance of Board refreshment and having an appropriate balance of experience and perspectives on your Board.

The Governance Committee reviews Board succession planning on an ongoing basis. In performing this function, the Governance Committee recruits and recommends nominees for election as directors to your Board. Accordingly, your Board has regularly added directors who bring varied experiences, new ideas and fresh perspectives into the boardroom. All 10 nominees have joined the Board since the beginning of 2017, with an average tenure of 4.5 years.

The Governance Committee has authority to retain and engage a third-party search firm to identify a candidate or candidates for the Board.

Board Oversight

Board Response to Government Investigations and Legal Proceedings

In response to legal proceedings and government investigations relating to Ohio House Bill 6, your Board previously formed various special Board oversight committees, including a Special Litigation Committee that was created effective July 1, 2021, to take action with respect to pending derivative litigation and demands. The Special Litigation Committee was dissolved effective August 6, 2024.

During 2024, the Company resolved the proceedings relating to Ohio House Bill 6 with the Ohio Attorney General and the SEC, removing investor uncertainty around these legacy matters.

As previously disclosed on March 11, 2022, the plaintiffs and defendants in the shareholder derivative lawsuits relating to Ohio House Bill 6, and the Special Litigation Committee acting on behalf of the Company, entered into a settlement agreement to resolve all of the shareholder derivative lawsuits. The settlement included a series of corporate governance enhancements and a payment to FirstEnergy of $180 million, less approximately $36 million in court-ordered attorney’s fees awarded to plaintiffs, and a $7 million net return on deposited funds, which was received in the second quarter of 2024. The judgment and settlement are final and, therefore, the derivative lawsuits are now fully resolved.

Your Board remains fully committed to providing thorough and complete oversight of material litigation matters. Your Board will not tolerate any actions or behaviors demonstrating anything less than a commitment to high standards of ethics and compliance for your Company and is committed to continuing improvement of the compliance policies and culture at FirstEnergy.

Risk Management

The Company recognizes both the need to take certain risks in the ordinary course of business as well as the opportunities that may present themselves related to such risks, which together can help to ensure the overall success of the Company. Led by the Chief Risk Officer (“CRO”), the Company has implemented an Enterprise Risk Management process to identify, prioritize, report, monitor, manage and mitigate its significant risks, including strategic, financial, operational, compliance, litigation and reputational risks. An Enterprise Risk Management Committee, chaired by the CRO and consisting of senior executive officers, provides oversight and monitoring to ensure that appropriate risk policies are implemented and effective. The Enterprise Risk Management Committee also vets risk prioritization and mitigation strategies to help ensure that risks are managed in accordance with the Company’s expectations. In addition, other management committees address topical risk issues to support the Board’s oversight of risk management as discussed below. Timely reports on significant risk issues are provided as appropriate to employees,

management, senior executive officers, respective Board committees, and the full Board. The leadership of our risk group provides oversight of day-to-day risk management efforts and prepares enterprise-wide risk management reports for presentation to the Audit Committee and your Board.

Your Board administers its risk oversight function through the full Board and its committees, and views risk management as an integral part of the Company’s strategic planning process. Specifically, your Board considers risks applicable to the Company in connection with its consideration of significant business and financial developments of the Company. Also, the Audit Committee charter requires the Audit Committee to oversee the process for identifying, assessing, managing and monitoring enterprise risks, including major financial risks, as well as strategic and operational risks and oversee risks related to the financial statements, payment processes, and financial reporting process and controls, and the regulatory considerations related to cybersecurity. The Audit Committee also reviews and discusses with management the steps taken to monitor, control, and mitigate such exposures.

In addition to the Audit Committee, our other Board committees also play key roles in risk oversight within each of their areas of responsibility. Specifically, the Compensation Committee reviews, discusses and assesses risks related to executive compensation programs, including incentive compensation and equity-based plans, as well as human capital and the relationship between our risk management policies and practices and compensation. See also, “Risk Assessment of Compensation Programs” found in the Compensation Discussion & Analysis (“CD&A”) section in this Proxy Statement. The Governance Committee considers risks related to corporate governance, including Board and committee membership, Board effectiveness, related person transactions, the Company’s corporate citizenship practices, the Political and Lobbying Action Plan and corporate responsibility strategies and initiatives, including climate matters. The Finance Committee evaluates risks relating to financial resources and strategies, including capital structure policies, financial forecasts, budgets and financial transactions, commitments, expenditures, long- and short-term debt levels, dividend policy, acquisition and divestitures, issuance of securities, exposure to fluctuation in interest rates, share repurchase programs and other financial matters deemed appropriate by your Board. The Operations and Safety Oversight Committee considers risks associated with safety, reliability, cybersecurity, customer service, environmental strategy, protection and sustainability, and the Company’s electric distribution, transmission and generation facilities.

Through this oversight process, your Board engages on significant risk issues on a timely basis, including the risks inherent in the Company’s strategy. The table below illustrates the Board and Board committees’ primary oversight with respect to key risks, although the complexity of such risks often intersect with each other and/or are also overseen by the full Board. In addition, while the Company’s risk group administratively reports to your Senior Vice President, Chief Financial Officer & Strategy, the CRO also has full access to the Audit Committee and is scheduled to attend and report at other Board committee meetings as part of their respective risk oversight responsibilities.

Evaluating Board Effectiveness

Your Board is committed to a rigorous evaluation process as further described below. Annually, Board, committee and individual director evaluations are performed and coordinated by the Governance Committee. In 2024, through oversight by the Governance Committee and engagement with the Lead Independent Director, your Board conducted its annual evaluation of the full Board, the committees and independent directors.

2024 Board Evaluations: A Multi-Step Process

Shareholder Outreach and Engagement Program

Commitment to Shareholder Outreach and Engagement

FirstEnergy has a long history of meaningful, robust engagement with our shareholders. Our Board, its committees and our management team believe consistent, transparent dialogue with investors is essential to understand shareholder feedback, perspectives and priorities on a broad range of issues.

In connection with our shareholder outreach focused on corporate responsibility and executive compensation matters, we recently reached out to our top shareholders representing over 60% of shares outstanding. In addition, our management team participates in numerous investor conferences, and in both one-on-one and group meetings.

In 2024 and early 2025, members of management, representing various internal functions including Corporate Responsibility, Corporate Secretary, Finance, Investor Relations, Legal and Human Resources, met with institutional shareholders. These conversations covered a variety of topics, including:

As part of our commitment to shareholder engagement and understanding our investors’ perspectives, we welcome the opportunity for future dialogue on matters of mutual interest and to obtain insights and feedback.

Other Governance Practices and Policies

Code of Conduct

FirstEnergy’s Code of Conduct, The Power of Integrity, lays the foundation for what we expect from all FirstEnergy employees, officers and directors, including our CEO, CFO, Chief Accounting Officer and other executives. It reflects our collective commitment to keep integrity at the forefront of everything we do — a pledge underscored by the inclusion of integrity in our mission and core values. By adhering to the expectations of compliance and ethics in this Code, always acting with uncompromising integrity, and speaking up when something doesn’t seem right, we are paving the way for a strong future for FirstEnergy.

Any substantive amendments to, or waivers of, the provisions of this document will be disclosed and made available on our website, as permitted by the SEC and as disclosed in our most recent Annual Report. The Code is available, without charge, upon written request to the Corporate Secretary, FirstEnergy Corp., 341 White Pond Dr., Akron, Ohio 44320, and it is accessible on our website at www.firstenergycorp.com/responsibility.

Corporate Governance Policies and Standing Committee Charters

Your Board believes that the Company’s policies and practices should enhance your Board’s ability to represent your interests as shareholders. Your Board established Corporate Governance Policies which, together with Board committee charters, serve as a framework for meeting your Board’s duties and responsibilities with respect to the governance of the Company. Our Corporate Governance Policies and Board committee charters are reviewed at least annually and the most current versions are available on our website at www.firstenergycorp.com/charters.

Director Orientation and Continuing Education

Your Board recognizes the importance of its members keeping current on company, industry and governance issues and their responsibilities as directors. All new directors participate in orientation soon after being elected to your Board. Also, your Board makes available and encourages continuing education programs for Board members, which include internal strategy meetings and presentations and engagement with relevant third-party experts, third-party presentations and external programs.

Attendance at Board Meetings, Committee Meetings and the Annual Meeting of Shareholders

Our Corporate Governance Policies provide that directors are expected to attend all scheduled Board and applicable committee meetings and the Company’s annual meetings of shareholders. Your Board held 10 meetings in 2024. The overall attendance

percentage for our directors was approximately 94% in 2024, and all directors attended more than 75% of the Board meetings and the meetings of the committees upon which he or she served in 2024. Also, all of our directors who were members of the Board at the time of the 2024 Annual Meeting attended the 2024 Annual Meeting.

Non-management directors met, as annually required, as a group in executive session without the CEO or any other non-independent director or member of management at each of the regularly scheduled 2024 Board meetings. Our Lead Independent Director presided over all executive sessions of independent directors.

Other Public Company Board Membership and Related Time Commitments

Our Corporate Governance Policies provide that directors will not, without your Board’s approval, serve on a total of more than four public company boards of directors (including FirstEnergy). Further, without your Board’s approval, no director who serves as an executive officer of any public company may serve on a total of more than two public company boards of directors, including FirstEnergy. When a director has a major change in their responsibilities, including principal employment or directorships, but excluding changes resulting from a normal retirement as well as commitments with non-profit organizations, the Governance Committee considers such change and makes any appropriate recommendation to your Board.

Communications with your Board of Directors

Your Board provides a process for shareholders and interested parties to send communications to your Board and non-management directors. As set forth in the Company’s Corporate Governance Policies, shareholders and interested parties may send written communications to your Board or a specified individual director, including our Chair of the Board, by mailing any such communications to the FirstEnergy Board of Directors at the Company’s principal executive office, c/o Corporate Secretary, FirstEnergy Corp., 341 White Pond Dr., Akron, Ohio 44320. Our Corporate Governance Policies can be viewed by visiting our website at www.firstenergycorp.com/charters.

The Corporate Secretary or a member of his or her staff reviews all such communications promptly and relay them directly to a member of your Board, provided that such communications (i) bear relevance to the Company and the interests of the shareholder, (ii) are capable of being implemented by your Board, (iii) do not contain any obscene or offensive remarks, (iv) are of a reasonable length, and (v) are not from a shareholder who has already sent two such communications to your Board in the last year. Your Board may modify procedures for sorting shareholder communications or adopt any additional procedures, provided that they are approved by a majority of independent directors.

Your Audit Committee also receives, reviews and acts on complaints and concerns regarding accounting, internal accounting controls or auditing matters, including complaints regarding material ethical or criminal misconduct on the part of the Board of Directors, the Chief Executive Officer (“CEO”), any officer reporting directly to the CEO, the Controller & Chief Accounting Officer, and complaints regarding matters that could lead to significant reputational damage to the Company. Complaints or concerns specifically related to such matters may be made directly to your Audit Committee. Correspondence to the Audit Committee should be addressed to the attention of the Audit Committee Chair (c/o Corporate Secretary), FirstEnergy Corp., 341 White Pond Dr., Akron, Ohio 44320.

Board Qualifications

The Governance Committee recommends Board candidates by identifying qualified individuals in a manner that is consistent with criteria approved by your Board. In consultation with the Board Chair, President and CEO, the Governance Committee and Lead Independent Director searches for, recruits, screens, interviews and recommends prospective directors to provide your Board with an appropriate balance of knowledge, experience, backgrounds and capability on your Board. Suggestions for potential Board candidates come to the Governance Committee from a number of sources, including a third-party search firm, incumbent directors, officers and others. In connection with the Board’s active director succession planning, the Governance Committee regularly evaluates the addition of a director or directors with particular attributes while maintaining an appropriate mix of long-, medium-, and short-term tenured directors in its succession planning.

The Governance Committee considers suggestions for candidates for membership on your Board, including those recommended by shareholders. Provided shareholders suggesting director candidates have complied with the procedural requirements set forth in

the Governance Committee Charter and Code of Regulations, the Governance Committee applies the same criteria and employs substantially similar procedures for evaluating candidates suggested by shareholders for your Board as it would for evaluating any other Board candidate. The Governance Committee will also give due consideration to all recommended candidates that are submitted in writing to the Governance Committee (c/o the Corporate Secretary), FirstEnergy Corp., 341 White Pond Dr., Akron, Ohio 44320, received at least 120 days before the publication of the Company’s annual Proxy Statement from a shareholder or group of shareholders owning one half of one percent (0.5%) or more of the Company’s voting stock for at least one year, and accompanied by a description of the proposed nominee’s qualifications and other relevant biographical information, together with the written consent of the proposed nominee to be named in the Proxy Statement and to serve on your Board. In addition, we have adopted a proxy access right to permit, under certain circumstances, a shareholder or a group of shareholders to include in our annual meeting proxy statement director candidates whom they have nominated. These proxy access provisions in our Code of Regulations provide, among other things, that a shareholder or group of up to 20 shareholders seeking to include director candidates in our annual meeting proxy statement must own, in the aggregate, 3% or more of the Company’s issued and outstanding Common Stock continuously for at least three years. Also refer to the “Proposals and Business by Shareholders” section of the “Questions and Answers about the Annual Meeting” below for information regarding nominations under the Company’s Code of Regulations.

Director Nomination Related Agreements

On November 6, 2021, your Company entered into a Common Stock Purchase Agreement (the “Blackstone SPA”) with BIP Securities II-B L.P., an affiliate of Blackstone Infrastructure Partners L.P. (“Blackstone”), for the private placement of 25,588,535 shares of the Company’s common stock. Pursuant to the Blackstone SPA, your Board, among other matters, agreed to appoint Mr. Sean T. Klimczak to stand for election as a director at the 2022 and 2023 Annual Meetings. On February 7, 2024, Mr. Klimczak tendered his resignation to the Board. Blackstone subsequently nominated Heidi L. Boyd to serve as its director appointee. Your Board accepted the nomination, and appointed Ms. Boyd as a director effective February 16, 2024. Shareholders elected Ms. Boyd as a director at the 2024 Annual Meeting, and your Board has renominated her to stand for reelection as a director at the 2025 Annual Meeting to continue to serve for a term expiring at the 2026 Annual Meeting.

Summaries of the terms of the Blackstone SPA are provided in the “Certain Relationships and Related Person Transactions” section below.

Attributes, Experience, Qualifications and Skills of your Board

In recruiting and selecting Board candidates, the Governance Committee takes into account the size of your Board and considers a skills matrix to determine whether those skills and/or other attributes qualify candidates for service on your Board. The attributes, experiences, qualifications and skills considered in accordance with Corporate Governance Policies and the Governance Committee Charter for each director nominee led your Board to conclude that the nominee is qualified to serve on your Board.

The high-level overview below depicts some of the attributes, experiences, qualifications and skills of our director nominees the Governance Committee takes into account. It is not intended to be an exhaustive list of each director nominee’s skills or contributions to your Board. Also, additional biographical information and qualifications for each nominee is provided in the “Biographical Information and Qualifications of Nominees for Election as Directors” section below and contains information regarding the person’s service as a director, principal occupation, business experience along with key attributes, experience and skills. Each of the nominees brings a strong and unique background and skill set to your Board, giving your Board, as a whole, competence and experience in a wide variety of areas necessary to oversee the operations, strategy and governance of the Company.

Board Nominees Skills & Committee Memberships

Working Knowledge: Significant exposure or advanced training in such area as a board or committee member at FirstEnergy or another company.

Advanced or Managerial Knowledge: (i) Direct professional experience as a subject matter expert; or (ii) individual proficiency in such area and direct-line management over personnel performing related activities.

The above takes into account a level of knowledge that could include direct experience, subject matter expertise, directly managing one or more members of management engaged in such activities or exposure as a board or board committee member, including on your Board and Board committees.

Board Membership

The Company and your Board are committed to a policy of inclusiveness and believe that well assembled boards represent a variety of complementary skills and experiences. The Governance Committee regularly assesses the size and composition of your Board in light of the current operating requirements of the Company and the current needs of your Board, and is also committed to actively seeking out highly qualified candidates of a variety of backgrounds, skills and professional experience and other attributes which, in the aggregate, support the optimal functioning of your Board – to include in the pool from which future Board nominees are chosen. The Company’s Corporate Governance Policies also provide further opportunity for board refreshment by requiring directors who reach the age of 72 to tender their resignations to the Board to be effective upon acceptance by your Board.

Director Independence

Your Board annually reviews the independence of each of its members to make the affirmative determination of independence that is required by our Corporate Governance Policies, SEC rules and the New York Stock Exchange (“NYSE”) listing standards, including certain independence requirements of Board members serving on the Audit Committee, the Compensation Committee and the Governance Committee. The definition used by your Board to determine independence is included in our Corporate Governance Policies and can be viewed by visiting our website at www.firstenergycorp.com/charters.

Each year, our directors complete a questionnaire to assist your Board in assessing whether each director meets the applicable independence standards and the related provisions in the Company’s Corporate Governance Policies. The Company facilitates this review by examining its records to determine if there were payments made to, or received from, entities in which each non-employee director or immediate family member has a relationship, based on responses to the questionnaires. Subject to the categorical standards approved by your Board and described below, a list of the relevant entities and the amounts the Company paid to or received from those entities is provided to your Board for the non-employee directors. Utilizing this information, the Governance Committee presents to your Board (i) an evaluation, with regard to each director, whether the director has any material relationship with the Company or any of its subsidiaries; (ii) a recommendation of whether the amount of any payments between the Company and relevant entities could interfere with a director’s ability to exercise independent judgment; and (iii) a review of any other relevant facts and circumstances regarding the nature of these relationships, to determine whether other factors, regardless of the categorical standards your Board has adopted or under the NYSE’s independence standards, might impede a director’s independence. Based on a review of information concerning each of its non-employee directors and the recommendation of the Governance Committee, your Board will affirmatively determine whether a director may be considered “independent.”

Your Board recognizes that in the ordinary course of business, relationships and transactions may occur between the Company and its subsidiaries and entities with which some of our directors are or have been affiliated. Our Corporate Governance Policies provide categorical standards to assist your Board in determining what does not constitute a material relationship for purposes of

determining a director’s independence. Accordingly, the following commercial and charitable relationships will not be considered to be a material relationship that would impair a director’s independence: (i) if the director, an immediate family member or a person or organization with which the director has an affiliation purchases electricity or related products or services from the Company or its subsidiaries in the ordinary course of business and the rates or charges involved in the transaction are fixed in conformity with law or governmental authority or otherwise meet the requirements of Item 404(a) Instruction 7 of Regulation S-K, (ii) the aggregate charitable contributions made by the Company to an organization with which a director, an immediate family member or a person or organization with which the director has an affiliation were less than $100,000 in each of the last three fiscal years, or (iii) the aggregate of other payments made by the Company to another entity or organization with which a director, an immediate family member or a person or organization with which the director has an affiliation, or received by the Company from that other entity or organization, were less than the greater of $1 million or 2% of the affiliated company’s revenues in each of the last three fiscal years. Notwithstanding the foregoing, the Board will not treat a director’s relationship with the Company as categorically immaterial if the relationship otherwise conflicts with the independence requirements set forth in the NYSE listing standards or is required to be disclosed by the Company pursuant to Item 404 of Regulation S-K.

Based on the March 2025 independence review, your Board affirmatively determined that each of Heidi L. Boyd, Jana T. Croom, Steven J. Demetriou, Lisa Winston Hicks, Paul Kaleta, James F. O’Neil III, Leslie M. Turner and Melvin Williams are independent pursuant to our Corporate Governance Polices, the rules and regulations of the SEC and the listing standards of the NYSE. Mr. Tierney, as our CEO, is not independent. Furthermore, Mr. John W. Somerhalder II is not deemed independent pursuant to the Corporate Governance Policies due to his former employment with the Company as Executive Vice Chair from March 2021 to May 2022. Additionally, your Board previously determined that former director Sean Klimczak, who resigned in February 2024, was independent. In all cases, your Board determined that the nature of the business conducted and any interest in an entity in which the applicable director has a relationship were immaterial both to the Company and to the director. Outside of their service as a Company director, none of the Company’s independent directors currently provide professional or other services to the Company, its affiliates or any officer of the Company and none of the Company’s directors are related to any executive officer of the Company.

The Governance Committee also determined that none of the relationships described above constituted a related person transaction requiring disclosure under the heading “Certain Relationships and Related Person Transactions” in this Proxy Statement. Also, in each case where the director is a current executive officer of another company, any transactions constituted less than one percent of the Company’s and the other company’s consolidated gross revenues in each of the last three completed fiscal years.

Biographical Information and Qualifications of Nominees for Election as Directors

The following provides information about each director nominee. The information presented below includes each nominee’s specific experiences, qualifications, attributes, and skills that contributed to the conclusion by the Governance Committee and your Board that he or she should serve as a director of your Company.

Board Committees

Your Board currently has five standing committees, which are described below. Your Board’s three primary standing committees are comprised solely of independent directors as determined by your Board in accordance with our Corporate Governance Policies, which incorporate the NYSE listing standards and applicable SEC rules. Presented below are the current committee memberships.

In addition to the five standing committees, your Board previously formed a Special Litigation Committee in response to legal proceedings and government investigations relating to Ohio House Bill 6. The Special Litigation Committee was dissolved effective August 6, 2024.

All members of the Audit Committee are financially literate and are independent pursuant to our Corporate Governance Policies, the rules and regulations of the SEC and the listing standards of the NYSE. In addition, your Board appoints at least one member of the Audit Committee who, in your Board’s business judgment, is an “Audit Committee Financial Expert,” as such term is defined by the SEC. Your Board determined that Ms. Croom, Ms. Boyd and Mr. O’Neil meet this definition. As required by the applicable NYSE listing standards, to the extent any member of the Company’s Audit Committee simultaneously serves on the audit committee of more than three public companies, the Company will disclose on its website (www.firstenergycorp.com/board) your Board’s determination whether such simultaneous service impairs the ability of that individual to serve effectively on the Company’s Audit Committee. See the Audit Committee Report in this Proxy Statement for additional information regarding the Audit Committee.

Items to Be Voted On

You are being asked to vote for the following 10 nominees to serve on your Board for a term expiring at the annual meeting of shareholders in 2025 and until their successors shall have been elected: Heidi L. Boyd, Jana T. Croom, Steven J. Demetriou, Lisa Winston Hicks, Paul Kaleta, James F. O’Neil III, John W. Somerhalder II, Brian X. Tierney, Leslie M. Turner and Melvin D. Williams.

The “Biographical Information and Qualifications of Nominees for Election as Directors” section of this Proxy Statement provides information for all nominees for election at the Annual Meeting. The “Board Qualifications” section above in this Proxy Statement provides information relating to your Board’s and Governance Committee review of nominees. Your Board has no reason to believe that the persons nominated will not be available to serve after being elected. If any of these nominees would not be available to serve for any reason, shares represented by the appointed proxies will be voted either for a lesser number of directors or for another person selected by your Board. However, if the inability to serve is believed to be temporary in nature, the shares represented by the appointed proxies will be voted for that person who, if elected, will serve when able to do so.

Pursuant to the Article XII of Company’s Amended and Restated Articles of Incorporation, at any election of directors, a nominee shall be elected to your Board only if the votes cast “For” the candidate exceed the votes cast “Against” the candidate; abstentions and broker non-votes shall not be counted as votes “For” or “Against” a candidate and therefore will have no effect. Our Corporate Governance Policies also provide that in an uncontested election of directors (i.e., an election where the only nominees are those recommended by your Board), any nominee for director who receives a greater number of votes cast “Against” his or her election than votes cast “For” his or her election will promptly tender his or her resignation to the Governance Committee following certification of the shareholder vote. The Governance Committee will promptly consider the tendered resignation and will recommend to your Board whether to accept or reject the tendered resignation no later than 60 days following the date of the shareholders’ meeting at which the election occurred. In considering whether to recommend acceptance or rejection of the tendered resignation, the Governance Committee will consider factors deemed relevant by the committee members, including the director’s length of service, the director’s particular qualifications and contributions to the Company, the overall composition of the Board, the reasons underlying the majority against vote, if known, and whether these reasons can be cured, and compliance with stock exchange listing standards and the Corporate Governance Policies. In considering the Governance Committee’s recommendation, your Board will consider the factors considered by the Governance Committee and any such additional information and factors your Board believes to be relevant. Your Board will act on the Governance Committee’s recommendation no later than at its next regularly scheduled Board meeting.

You are being asked to ratify the Audit Committee’s appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm to examine the books and accounts of the Company for the fiscal year ending December 31, 2025. While our Code of Regulations does not require shareholders to ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm, we are submitting the proposal for ratification as a matter of good corporate governance. However, if shareholders do not ratify the appointment, the Audit Committee will reconsider retaining PricewaterhouseCoopers LLP in future years. Even if the appointment is ratified, the Audit Committee, at its discretion, may change the appointment at any time during the year if it determines that such a change would be in the best interests of the Company and its shareholders. A representative of PricewaterhouseCoopers LLP is expected to attend the Annual Meeting and will be available to respond to appropriate questions and have an opportunity to make a statement if he or she wishes to do so. We refer you to the “Matters Relating to the Independent Registered Public Accounting Firm” section of this Proxy Statement for information regarding services performed by, and fees paid to, PricewaterhouseCoopers LLP during the years 2023 and 2024. Item 2 requires the affirmative vote of a majority of the votes cast and abstentions will have no effect. There can be no broker non-votes on Item 2 as it is considered a “routine” matter under applicable NYSE rules.

The following proposal provides shareholders the opportunity to cast an advisory, non-binding vote to approve the compensation of the NEOs (a “Say-on-Pay” vote) as further described in the CD&A and the related compensation tables and narrative disclosure. This resolution is required pursuant to Section 14A of the Securities Exchange Act of 1934, as amended. Currently, the advisory vote is held annually. Following the 2025 Annual Meeting, the next advisory vote on NEO compensation is scheduled to occur at the Company’s 2026 Annual Meeting of Shareholders. Your Board strongly supports the Company’s executive pay practices and asks shareholders to support its executive compensation program by adopting the following resolution:

“RESOLVED, that the shareholders approve, on an advisory basis, the compensation of the FirstEnergy Corp. Named Executive Officers, as such compensation is disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the compensation tables, and the other related narrative executive compensation disclosure contained in the proxy statement.”

The primary objectives of the Company’s executive compensation program are to attract, motivate, retain, and reward the talented executives, including the NEOs, who we believe can provide the performance and leadership to achieve success in the highly complex energy industry. Our executive compensation program is centered on a pay-for-performance philosophy.

In deciding how to vote on this proposal, we encourage you to read the CD&A for a more detailed discussion of our executive compensation programs and practices applicable to the NEOs, beginning on page 34.

Your Board strongly believes that our compensation philosophy, in conjunction with continued shareholder outreach, is in the best interests of shareholders. We will continue to annually review and evaluate all compensation plans and programs with the goal of aligning such plans and programs with market practice where appropriate and with the best interests of our shareholders. Item 3 is an advisory proposal that requires the affirmative vote of a majority of the votes cast; abstentions and broker non-votes will not be counted as votes “for” or “against” and, therefore, will have no effect.

Although this advisory vote is non-binding, your Board and the Compensation Committee value the views of our shareholders and expect to consider the voting results when considering future executive compensation practices for the NEOs.

John Chevedden, 2215 Nelson Avenue, No. 205, Redondo Beach, CA 90278, plans to introduce the following proposal at the Annual Meeting. We have been notified that Mr. Chevedden is the beneficial owner of no less than 90 shares of your Company’s common stock. The Company is presenting this proposal and supporting statement as submitted by the proponent. The Company is not responsible for any inaccuracies contained in this shareholder proposal.

Proposal 4 — Support for Transparency in Lobbying

Resolved, shareholders request the preparation of a report, updated annually, disclosing:

For purposes of this proposal, a “grassroots lobbying communication” is a communication directed to the general public that (a)refers to specific legislation or regulation, (b) reflects a view on the legislation or regulation and (c) encourages the recipient of the communication to take action with respect to the legislation or regulation. “Indirect lobbying” is lobbying engaged in by a trade association or other organization of which FirstEnergy is a member.

Both “direct and indirect lobbying” and “grassroots lobbying communications” include efforts at the local, state and federal levels.

The report shall be presented to the Committee on Directors and Corporate Governance and posted on the FirstEnergy website.

Supporting Statement

Full disclosure of FirstEnergy lobbying activities and expenditures is needed to assess whether FirstEnergy lobbying is consistent with its expressed goals and stockholder interests. FirstEnergy may have spent tens of millions of dollars from 2010-2023 on federal lobbying.

FirstEnergy also lobbies at the state level and may have spent$ Millions on state lobbying from 2010-2023.

Companies like FirstEnergy can also give unlimited amounts to third party groups that spend millions on lobbying and undisclosed grassroots activity. And there can also be payments to social welfare groups that present reputational risk when such lobbying contradicts FirstEnergy public policy positions.

Improved FirstEnergy lobbying disclosure will protect the reputation of FirstEnergy and preserve shareholder value.

Your Company’s Response — Item 4

Your Board has carefully considered the foregoing shareholder proposal and unanimously recommends a vote AGAINST it for the following reasons.

Preparation of this report is unnecessary, as FirstEnergy already provides robust, transparent and detailed disclosure of our political engagement activities, including lobbying-related activity, which is regularly updated and made publicly available.

This request is wholly unnecessary given the extensive and transparent disclosures that FirstEnergy already makes publicly available. This proposal has not been submitted with a view toward the information disclosed and policies already adopted by FirstEnergy; rather, it is a generic request that is nearly identical to proposals that have been submitted to numerous other companies.

The proposal requests, in part, information regarding “[p]ayments by FirstEnergy used for (a) direct or indirect lobbying or (b) grassroots lobbying communications, in each case including the amount of the payment and the recipient.” The proposal also requests information relating to “payments to any tax-exempt organization that writes and endorses model legislation.”

FirstEnergy publicly discloses robust and detailed Corporate Political Activity on our website at https://www.firstenergycorp.com/investor/corporate_governance/responsibility/corporate_political_activity_policy, which consists of the following information:

Additionally, FirstEnergy’s Third Amended and Restated Code of Regulations charges all directors and the full Board with responsibility for active oversight of FirstEnergy’s lobbying, political contributions, and political activities, including review and approval of an annual political and lobbying action plan prepared by management, covering such activities on behalf of FirstEnergy on a state and federal level (referred to as the “Political and Lobbying Action Plan”). The Political and Lobbying Action Plan is required to be audited by an independent third party and the report of such audit is annually published in FirstEnergy’s Proxy Statement. The Governance, Corporate Responsibility and Political Oversight Committee (“Governance Committee”) maintains oversight of the Political and Lobbying Action Plan and monitors its implementation throughout the year, as detailed in the Governance Committee charter, publicly available at the Company’s website at https://www.firstenergycorp.com/content/dam/investor/files/policies-charters/board-charters/Corp-Gov-Charter.pdf.

Collectively, the above-referenced information provides fulsome and transparent disclosure regarding the Company’s political activities and provides for robust governance thereof by the Board of Directors. Given the breadth and depth of information that

FirstEnergy already provides and the oversight framework already in place, your Board believes that shareholders and other stakeholders already have access to the information they need to assess FirstEnergy’s lobbying activities, including whether such activities are “consistent with [our] expressed goals and stockholder interests.”

Preparation of this report is also unnecessary because FirstEnergy already has adopted a publicly available policy regarding its political activities, including as it relates to lobbying payments.

The proposal further requests a description of “Company policy and procedures governing lobbying, both direct and indirect, and grassroots lobbying communications” as well as a “[d]escription of management’s decision-making and the Board’s oversight for making [lobbying] payments.” Such a policy already exists and has been published on FirstEnergy’s website at https://www.firstenergycorp.com/content/dam/investor/files/policies-charters/engagement-policy.pdf.

FirstEnergy’s Political & Public Engagement Policy (the “Policy”) governs the processes by which the Company, its directors, officers, employees, and others acting on the Company’s behalf may (i) engage in political contributions and spending, (ii) support trade associations and social welfare organizations, and (iii) communicate with government officials. The Policy also describes the Board’s role in overseeing FirstEnergy’s political activities. In addition, in conjunction with the responsibilities of the full Board, the Governance Committee has been delegated with oversight responsibilities of the Company’s Political and Lobbying Action Plan, as outlined in the Governance Committee’s Charter.

As stated in our Policy, FirstEnergy generally does not make political contributions from its corporate treasury funds. The Company does maintain an employee funded political action committee (PAC) registered with the Federal Election Commission. The Company considers the recipient’s alignment with our values, business strategy and key policy areas when considering whether to make a political contribution. All political activity is overseen by the Company’s Vice President of External Affairs, and all political contributions are approved by the PAC Board, the Vice President of External Affairs, and the Office of Ethics and Compliance.

The Company has publicly adopted the Center for Political Accountability’s Model Code of Conduct for Corporate Political Spending and has been recognized as a “Trendsetter” for political transparency and accountability each of the last three years.

FirstEnergy’s Policy and related disclosures are annually reviewed and assessed by the Center for Political Accountability (the “CPA”), a respected non-partisan, non-profit organization advocating for transparency and accountability in corporate political disclosure. The CPA has designated the Company as a “Trendsetter” (its highest rating) on its annual CPA-Zicklin Index for three consecutive years reflecting FirstEnergy’s commitment to transparency and accountability to our stakeholders.

The scope of the requested report is unduly burdensome on the Company.

If adopted, the proposal would be unduly burdensome, requiring unnecessary expenditures of Company resources, by requiring FirstEnergy to disclose de minimis lobbying-related spend without regard to significance either to the Company’s operations or overall government relations activities. The level of detail sought by the proposal is far more granular and detailed than (i) the type of information that the Company provides with respect to any of its business activities or categories of operating expenditures and (ii) political spending disclosures provided by the Company’s peers and other public companies. Adopting this level of disclosure would be overly burdensome and cause FirstEnergy to be an outlier and spend unnecessary resources. Accordingly, your Board believes that adoption of this proposal is wholly unnecessary, particularly in light of the robust disclosure that FirstEnergy already provides.

Summary

Your Board unanimously recommends a vote AGAINST this proposal. The Board believes that the Company already has, and continues, to demonstrate a commitment to transparency in disclosure of its political spending and activities. Accordingly, your Board does not believe that the report described in this proposal is either necessary or in the best interests of the Company or shareholders.

For the foregoing reasons, the Board recommends that you vote “AGAINST” Item 4.

Executive Compensation

Compensation Committee Report

The Compensation Committee reviewed and discussed the CD&A with management and based on such review and discussions, the Compensation Committee recommended to your Board that the CD&A be included (or incorporated by reference, as applicable) in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, and this 2025 Proxy Statement.

Compensation Committee as of December 31, 2024: James O’Neil III (Chair), Heidi Boyd, Steven Demetriou, Lisa Hicks, and Paul Kaleta.

Compensation Discussion and Analysis

Introduction

This CD&A provides an overview of the Company’s strategy and performance, shareholder engagement process, 2024 executive compensation programs and decisions, and current expectations for the 2025 executive compensation programs. This CD&A focuses on the compensation of our NEOs for fiscal year 2024, who are as follows:

Key Executive Officer Transitions and Appointments

Chair of Board Transition

On December 18, 2024, the Board appointed Mr. Tierney to serve as Chair of the Board, effective January 1, 2025. Mr. Somerhalder, who served as non-independent Chair of the Board since May 2022 through December 31, 2024, continues to serve on the Board as a director.

Separation with Former Chief Human Resources Officer

Effective July 31, 2024, Ms. Walker, our former Senior Vice President, CHRO & Corporate Services, entered into a separation agreement. For more information, including information regarding compensation paid to Ms. Walker during 2024, please refer to the Departed NEO section on page 77.

Additional Information about this CD&A

This CD&A uses certain capitalized terms, which are defined in the Glossary of Terms, beginning on page 59. In general, we use the term “CEO” in this CD&A to refer to Mr. Tierney in his role as Chair, President and CEO. In addition, certain performance

incentive metrics discussed in this CD&A and utilized during 2024 in measuring our NEOs’ pay-for-performance are based on non-GAAP financial measures. In accordance with SEC rules, the definitions for those metrics in the Glossary of Terms include how these non-GAAP financial measures are calculated from the closest GAAP measure as included in FirstEnergy’s audited financial statements. The Compensation Committee (referred to in this CD&A as the “Committee”) believes that these non-GAAP metrics, which correspond to and are aligned with key aspects of the Company’s financial performance disclosures, best align NEO incentive opportunity with Company performance, which directly supports long-term shareholder value.

CD&A Quick Reference Guide