S-8

As filed with the Securities and Exchange Commission on August 12, 2022.

Registration No. 333-            

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

FIRSTENERGY CORP.

(Exact name of registrant as specified in its charter)

Ohio	34-1843785
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

76 South Main Street

Akron, Ohio 44308

(Address of Principal Executive Offices) (Zip Code)

FirstEnergy Corp. Savings Plan, as amended

(Full title of the plan)

Hyun Park

Senior Vice President and Chief Legal Officer

FirstEnergy Corp.

76 South Main Street

Akron, Ohio 44308

Tel. No. (330) 384-5580

(Name, address and telephone number, including area code, of agent for service)

Copies to:

Andrew C. Thomas

Jones Day

901 Lakeside Avenue

Cleveland, Ohio 44114

Tel. No. (216) 586-3939

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐  (Do not check if a smaller reporting company)	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicated 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 7(a)(2)(B) of the Securities Act.  ☐

EXPLANATORY NOTE

This Registration Statement on Form S-8 (“Registration Statement”) has been prepared and filed pursuant to and in accordance with the requirements of General Instruction E to Form S-8 for the purpose of effecting the registration under the Securities Act of 1933 (the “Securities Act”) of an additional 8,000,000 shares of Common Stock, par value $0.10 per share (the “Common Stock”), of FirstEnergy Corp., an Ohio corporation (the “Company” or the “Registrant”), issuable under the FirstEnergy Corp. Savings Plan, as amended (the “Plan”), formerly known as the Ohio Edison System Savings Plan, together with an indeterminate amount of plan participation interests to be offered or sold pursuant to the Plan. Except to the extent supplemented, amended or superseded by the information set forth herein, the contents of the following Registration Statements of the Company are incorporated herein by reference: (i) the Company’s Registration Statement on Form S-8 (filed on March 25, 1998), including all exhibits attached thereto, filed as Registration No. 333-48651; (ii) the Company’s Registration Statement on Form S-8 (filed on November 21, 2003), including all exhibits attached thereto, filed as Registration No. 333-110662; (iii) the Company’s Registration Statement on Form S-8 (filed on February 19, 2015), including all exhibits attached thereto, filed as Registration No. 333-202184; and (iv) the Company’s Registration Statement on Form S-8 (filed on August 10, 2018), including all exhibits attached thereto, filed as Registration No. 333- 226788.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents filed with the Securities and Exchange Commission (the “Commission”) by the Company pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”) are incorporated by reference in this Registration Statement:

(a) The Company’s Annual Report on Form 10-K for the year ended December 31, 2021 (Commission File No. 333-21011), filed with the Commission on February 16, 2022;

(b) The Plan’s Annual Report on Form 11-K for the year ended December 31, 2021 (Commission File No. 333-21011), filed with the Commission on June 24, 2022;

(c) The Company’s Quarterly Reports on Form 10-Q (Commission File No. 333-21011) for the periods ended March 31, 2022 and June  30, 2022, filed on April  21, 2022 and July 26, 2022, respectively;

(d) The Company’s Current Reports on Form 8-K (Commission File No. 333-21011) filed with the Commission on February 10, 2022 (Item 5.02 only), May  17, 2022 (Items 5.02 and 5.07 only), May  23, 2022, May  31, 2022 (Item 1.01 and the related exhibit filed pursuant to Item 9.01 only) and June 17, 2022; and

(e) The description of the Company’s Common Stock contained in Exhibit 4.10 to the Annual Report on Form 10-K for the year ended December 31, 2019 (Commission File No. 333-21011), filed with the Commission on February 10, 2022, and any amendments and reports subsequently filed for the purposes of updating that description.

All documents subsequently filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act (other than Current Reports on Form 8-K furnished pursuant to items 2.02 or 7.01 of such form), prior to the filing of a post-effective amendment to this Registration Statement, which indicates that all securities offered herein have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing of such documents.

Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

1

Item 6. Indemnification of Directors and Officers.

Ohio Revised Code. Section 1701.13(E) of the Ohio Revised Code (“ORC”), provides that an Ohio corporation may indemnify or agree to indemnify any person who was or is a party, or is threatened to be made a party, to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, other than an action by or in the right of the corporation, by reason of the fact that the person is or was a director, officer, employee or agent of that corporation, or is or was serving at the request of the corporation as a director, trustee, officer, employee, member, manager, or agent of another entity against expenses, including attorney’s fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding, if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, and with respect to any criminal matter, if the person had no reasonable cause to believe the person’s conduct was unlawful. In addition, no indemnification shall be made in respect of a claim against such person by or in the right of the corporation, if the person is adjudged to be liable for negligence or misconduct in the performance of the person’s duty to the corporation except to the extent provided in the court order or in any action or suit in which the only liability asserted against a director is pursuant to section 1701.95 of the ORC. Indemnification may be made if ordered by a court or authorized in each specific case by the directors of the indemnifying corporation acting at a meeting at which, for the purpose, any director who is a party to or threatened with any such action, suit or proceeding may not be counted in determining the existence of a quorum and may not vote. If, because of the foregoing limitations, the directors are unable to act in this regard, such determination may be made by written opinion of independent legal counsel other than an attorney, or a firm having associated with it an attorney, who has been retained by or who has performed services for the corporation or any person to be indemnified during the five years preceding the date of determination. Alternatively, such determination may be made by the corporation’s shareholders.

Section 1701.13(E) of the ORC provides that the indemnification thereby permitted shall not be exclusive of, and shall be in addition to, any other rights that directors, officers or employees may have, including rights under insurance purchased by the corporation. Further, a right to indemnification or to advancement of expenses arising under a provision of the articles or the regulations of a corporation shall not be eliminated or impaired by an amendment to that provision after the occurrence of the act or omission that becomes the subject of the civil, criminal, administrative, or investigative action, suit, or proceeding for which the indemnification or advancement of expenses is sought, unless the provision in effect at the time of that act or omission explicitly authorizes that elimination or impairment after the act or omission has occurred.

Third Amended and Restated Code of Regulations. Regulation 32 of the Registrant’s Third Amended and Restated Code of Regulations provides as follows:

“The Corporation shall indemnify, to the full extent then permitted by law, any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was a member of the Board of Directors or an officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, trustee, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise. The Corporation shall pay, to the full extent then required by law, expenses, including attorney’s fees, incurred by a member of the Board of Directors in defending any such action, suit or proceeding as they are incurred, in advance of the final disposition thereof, and may pay, in the same manner and to the full extent then permitted by law, such expenses incurred by any other person. The indemnification and payment of expenses provided hereby shall not be exclusive of, and shall be in addition to, any other rights granted to those seeking indemnification under any law, the Articles of Incorporation, any agreement, vote of shareholders or disinterested members of the Board of Directors, or otherwise, both as to action in official capacities and as to action in another capacity while he or she is a member of the Board of Directors, or an officer, employee or agent of the Corporation, and shall continue as to a person who has ceased to be a member of the Board of Directors, trustee, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.”

2

Regulation 33 of the Registrant’s Amended Code of Regulations provides as follows:

“The Corporation may, to the full extent then permitted by law and authorized by the Board of Directors, purchase and maintain insurance or furnish similar protection, including but not limited to trust funds, letters of credit or self-insurance, on behalf of or for any persons described in Regulation 32 against any liability asserted against and incurred by any such person in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power to indemnify such person against such liability. Insurance may be purchased from or maintained with a person in which the Corporation has a financial interest.”

Directors and Officers Liability Insurance. The Registrant maintains and pays the premium on contracts insuring it (with certain exclusions) against any liability to directors and officers it may incur under the above indemnity provisions and insuring each of its directors and officers (with certain exclusions) against liability and expense, including legal fees, which he or she may incur by reason of his or her relationship to it.

Indemnification Agreements. The Registrant has entered into indemnification agreements with its directors and officers, the forms of which are incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed May 16, 2018. Each indemnification agreement provides, among other things, that the Registrant will, subject to the agreement terms, indemnify a director or officer, as applicable, if, by reason of the individual’s status as a director or officer, the person incurs losses, liabilities, judgments, fines, penalties, or amounts paid in settlement in connection with any threatened, pending, or completed proceeding, whether of a civil, criminal, administrative, or investigative nature. In addition, each indemnification agreement provides for the advancement of expenses incurred by a director or officer, as applicable, subject to certain exceptions, in connection with proceedings covered by the indemnification agreement. As a director and officer of the registrant, Steven E. Strah has an agreement that addresses indemnity in both roles.

Item 8. Exhibits.

Exhibit Number	Description
4-1	Amended and Restated Articles of Incorporation of FirstEnergy Corp. (incorporated by reference to the Registrant’s Form 10-Q filed July 23, 2019, Exhibit 3-1, File No. 333-21011).
4-2	Third Amended and Restated Code of Regulations (incorporated by reference to the Registrant’s Form 8-K filed May 23, 2022, Exhibit 3.1, Commission File No. 333-21011).
4-3	Form of Common Stock Certificate (incorporated by reference to FirstEnergy Corp.’s Form  S-3/A filed November 24, 1997, Exhibit 4(c), File No. 333-40063).
4-4(a)	FirstEnergy Corp. Savings Plan, as amended and restated as of January  1, 2017 (incorporated by reference to the Registrant’s Form S-8 filed August  10, 2018, Exhibit 4-4(a), File No. 333-21011).
4-4(b)	Amendment No. 1 to FirstEnergy Corp. Savings Plan, executed as of November  8, 2017 (incorporated by reference to the Registrant’s Form S-8 filed August  10, 2018, Exhibit 4-4(b), File No. 333-21011).
4-4(c)	Amendment No. 2 to FirstEnergy Corp. Savings Plan, executed as of February  6, 2018 (incorporated by reference to the Registrant’s Form S-8 filed August  10, 2018, Exhibit 4-4(c), File No. 333-21011).
4-4(d)	Amendment No. 3 to FirstEnergy Corp. Savings Plan, executed as of May  29, 2018 (incorporated by reference to the Registrant’s Form S-8 filed August 10, 2018, Exhibit 4-4(d), File No.  333-21011).
4-4(e)*	Amendment No. 4 to FirstEnergy Corp. Savings Plan, executed as of December 23, 2019
4-4(f)*	Amendment No. 5 to FirstEnergy Corp. Savings Plan, executed as of December 8, 2020
5-1*	Opinion of Jones Day.
5-2	Letter of Determination provided by the Internal Revenue Service with regard to the FirstEnergy Corp. Savings Plan (incorporated by reference to the Registrant’s Form S-8 filed August 10, 2018, Exhibit 5-2, File No. 333-21011). The Registrant has submitted and/or will submit the Plan and any amendments thereto to the Internal Revenue Service (“IRS”), as applicable, in a timely manner and will make all changes required by the IRS in order to qualify the Plan.

3

23-1*	Consent of Jones Day (included in Exhibit 5-1).
23-2*	Consent of PricewaterhouseCoopers, LLP.
23-3*	Consent of Bober, Markey, Fedorovich & Company.
24-1*	Power of Attorney.
107*	Filing Fee Table.

* Filed herewith.

Item 9. Undertakings.

(a) The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i) to include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii) to reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement; and

(iii) to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has

4

been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

5

SIGNATURES

The Registrant. Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Akron, State of Ohio, on August 12, 2022.

FIRSTENERGY CORP.

/s/ Steven E. Strah

Steven E. Strah

President and Chief Executive Officer

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/  Steven E. Strah	President and Chief Executive Officer and Director (Principal Executive Officer)	August 12, 2022
Steven E. Strah
*	Senior Vice President and Chief Financial Officer and Strategy (Principal Financial Officer)	August 12, 2022
K. Jon Taylor
*	Vice President, Controller and Chief Accounting Officer (Principal Accounting Officer)	August 12, 2022
Jason J. Lisowski
*	Director	August 12, 2022
Jana T. Croom
*	Director	August 12, 2022
Steven J. Demetriou
*	Director	August 12, 2022
Lisa Winston Hicks
*	Director	August 12, 2022
Paul Kaleta
*	Director	August 12, 2022
Sean T. Klimczak
*	Director	August 12, 2022
Jesse A. Lynn
*	Director	August 12, 2022
James F. O’Neil III
*	Director	August 12, 2022
John W. Somerhalder II

6

Signature	Title	Date
*	Director	August 12, 2022
Andrew Teno
*	Director	August 12, 2022
Leslie M. Turner
*	Director	August 12, 2022
Melvin D. Williams

* The undersigned by signing his name hereto does sign and execute this registration statement on Form S-8 pursuant to the Power of Attorney executed by the above-named directors and officers of the registrant, which is being filed herewith on behalf of such directors and officers.

By:	/s/ Steven E. Strah
	Steven E. Strah
	Attorney-in-Fact

August 12, 2022

The Plan. Pursuant to the requirements of the Securities Act, the trustees (or other persons who administer the employee benefit plan) have duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Akron, State of Ohio on August 12, 2022.

FIRSTENERGY CORP. SAVINGS PLAN
By:	/s/ Ana M. Fluke
By:	Ana M. Fluke
Title:	Chairperson, Savings Plan Committee

7

EX-4.4E

Exhibit 4-4(e)

AMENDMENT NO. 4

TO THE

FIRSTENERGY CORP. SAVINGS PLAN

AMENDED AND RESTATED AS OF JANUARY 1, 2017

This Amendment No. 4 to the FIRSTENERGY CORP. SAVINGS PLAN is made on the 23rd day of December, 2019, by FirstEnergy Corp. (hereinafter referred to as the “Company”).

WITNESSETH:

WHEREAS, the Company sponsors the FirstEnergy Corp. Savings Plan (hereinafter referred to as the “Plan”); and

WHEREAS, the Plan was restated effective January 1, 2017; and

WHEREAS, the Company desires to amend provisions of the Plan to reflect changes to the rules for hardship withdrawals resulting from the final regulations published by the Internal Revenue Service.

NOW, THEREFORE, effective as set forth below and pursuant to Section 18.1 of the Plan, the Plan is hereby amended as follows:

1. Effective January 1, 2020, subsection 11.3(c) of the Plan is hereby amended by the deletion of said Section in its entirety and the substitution of the following in lieu thereof:

(c) In making a determination whether to approve any such application, the Administrator may require the Member to submit such proof as to the existence of such financial need as the Administrator deems necessary and shall consider all relevant facts and circumstances presented by the Member. For purposes of this Section, an “Immediate and Heavy Financial Need” is limited to a distribution on account of:

(i) medical expenses (within the meaning of Section 213(d) of the Code) incurred by the Member, his or her Spouse, or any dependent (within the meaning of Section 152 of the Code);

1

(ii) purchase (excluding mortgage payments) of the Member’s principal residence;

(iii) payment for the next twelve (12) months of post-secondary education and related educational fees for the Member, his or her Spouse, or any dependent (within the meaning of Section 152 of the Code);

(iv) the need to prevent the eviction of the Member from his or her principal residence or foreclosure on the mortgage of his or her principal residence;

(v) funeral or burial expenses incurred by the Member or his or her Spouse or any dependent (within the meaning of Section 152 of the Code);

(vi) Expenses for the repair of damage to the Member’s principal residence that would qualify for the casualty deduction under Code Section 165 (determined without regard to Section 165 (h)(5) and whether the loss exceeds ten percent (10%) of adjusted gross income); and

(vii) payment of expenses incurred by the Member on account of a disaster declared by the Federal Emergency Management Agency (FEMA), provided the Member’s principal residence or principal place of employment at the time of the disaster was located in an area designated by FEMA for individual assistance with respect to the disaster.”

2

2. Effective January 1, 2019, subsection 11.3(e) of the Plan is hereby amended by the deletion of said Section in its entirety and the substitution of the following in lieu thereof:

“(e) In determining whether a distribution is necessary to satisfy such financial need, the Administrator may reasonably rely upon the Member’s representation that the need cannot be satisfied from other resources reasonably available to him or her. For this purpose, the Administrator, in the absence of actual contrary knowledge, shall accept the Member’s representation that such financial need cannot be relieved:

(i) through reimbursement or compensation by insurance or otherwise;

(ii) by reasonable liquidation of assets, to the extent such liquidation would not itself cause a financial need;

(iii) by other distributions (other than on account of hardship) from the Plan and all other plans maintained by any other employer in which the Member participates; or

(iv) by borrowing from commercial sources on reasonable commercial terms except that a Member need not take an action to satisfy the need from other sources if the effect would be to increase the amount of the need.”

IN WITNESS WHEREOF, FirstEnergy Corp., by its appropriate duly authorized officer, has caused this Amendment No. 4 to the FirstEnergy Savings Plan to be executed on the date stated above.

FIRSTENERGY CORP.
By:
Title: SVP & CFO

3

EX-4.4F

Exhibit 4-4(f)

AMENDMENT NO. 5

TO THE

FIRSTENERGY CORP. SAVINGS PLAN

AMENDED AND RESTATED AS OF JANUARY 1, 2017

This Amendment No. 5 to the FIRSTENERGY CORP. SAVINGS PLAN is made on the 8th day of December, 2020, by FirstEnergy Corp. (hereinafter referred to as the “Company”).

WITNESSETH:

WHEREAS, the Company sponsors the FirstEnergy Corp. Savings Plan (hereinafter referred to as the “Plan”); and

WHEREAS, the Plan was restated effective January 1, 2017; and

WHEREAS, the Company desires to amend provisions of the Plan to reflect (i) changes to the Required Beginning Date under the Setting Every Community Up for Retirement Enhancement (SECURE Act), (ii) Coronavirus-Related Distributions under the Coronavirus Aid, Relief, and Economic Security Act (CARES Act), and (iii) suspension of loan payments under the CARES Act.

NOW, THEREFORE, effective as set forth below and pursuant to Section 18.1 of the Plan, the Plan is hereby amended as follows:

1. Effective January 1, 2020, the Plan is hereby amended by the addition of a new Section 2.19A immediately following Section 2.19 to read as follows:

“2.19A ‘Coronavirus-Affected Participant’ means a participant that meets one of the following requirements:

(a) who is diagnosed with SARS-CoV-2 or coronavirus disease 2019 (COVID-19) by a test approved by the Centers for Disease Control and Prevention;

(b) whose spouse or dependent (as defined in Section 152 of the Code) is diagnosed with the virus or disease; or

1

(c) who experiences, or whose spouse or household member experiences, any of the following adverse financial consequences due to the virus or disease: being quarantined, furloughed, laid off, or having work hours reduced; being unable to work due to lack of childcare; or the closing or reduction of hours of a business that the individual owns or operates; or having a job offer rescinded or a start date for a job delayed.”

2. Effective January 1, 2020, the Plan is hereby amended by the addition of a new Section 11.7 immediately following Section 11.6 to read as follows:

“11.7 Coronavirus-Related Distributions. Coronavirus-Affected Participants may designate all or a portion of a qualifying distribution as a Coronavirus-Related Distribution.

(a) For purposes of this Section 11.7, a “Coronavirus-Related Distribution” means any distribution made from January 1, 2020 to December 30, 2020, to a Coronavirus-Affected Participant, to the extent that such distribution, when aggregated with all other Coronavirus-Related Distributions to the Coronavirus-Affected Participant (including the aggregate amount of such distributions from all plans maintained by the Company and any member of any controlled group which includes the Company), does not exceed $100,000. A Coronavirus-Related Distribution must be made in accordance with the distribution provisions of the Plan, except that a Coronavirus-Related Distribution shall be deemed to be made after the occurrence of any distributable events otherwise applicable under Code Section 401(k)(2)(B)(i) and the requirements of Code Sections 401(a)(31), 402(f), and 3405 shall not apply.

2

(b) Repayment of Coronavirus-Related Distributions. A Participant who received a Coronavirus-Related Distribution may repay to the Plan in one or more contributions, provided such Coronavirus-Related Distribution is eligible for tax-free rollover treatment. Any such re-contribution:

(i) Will be treated as having been made in a direct rollover to the Plan;

(ii) Must be made during the three-year period beginning on the day after the date on which such distribution was received;

(iii) If made in three payments, must be made ratable over a three-year period, starting in the year in which the Coronavirus-Related Distribution was received; and

(iv) Cannot exceed the amount of such distribution.”

3. Effective January 1, 2020, Section 13.1 of the Plan is hereby amended by the addition of a new subsection (g) to read as follows:

“(g) Notwithstanding the above, a Coronavirus-Affected Participant may request that any loan repayments that are due during the period beginning on March 27, 2020 and ending not later than December 31, 2020 (for purposes of this subsection (b), the “eligible repayment period”) be suspended, provided that such suspension period shall not last beyond one year (for purposes of this subsection (b), the “suspension period”). The loan repayments shall resume with the first payroll period beginning after the end of the suspension period, and the term of the loan will be extended by the duration of the suspension period. Interest accruing during the

3

suspension period will be added to the remaining principal of the loan. The loan shall be reamortized in substantially equal installments over the remaining period of the loan, as adjusted in accordance with the preceding sentence. A Coronavirus-Affected Participant who requests a suspension of loan payments pursuant to this subsection shall complete such certification as to his status as a Coronavirus-Affected Participant as may be required by the Plan Administrator”

4. Effective January 1, 2020, Subsection 12.8(a) the Plan is hereby amended by the addition of a new sentence at the end thereof to read as follows:

“Notwithstanding anything in this Section to the contrary, any benefit paid to a Beneficiary or Designated Beneficiary upon the death of a Participant shall be paid in accordance with Section 401(a)(9)(H) of the Code, as added by the Setting Every Community Up for Retirement Enhancement Act, to the extent such Section 401(a)(9) is applicable.”

5. Effective January 1, 2020, subparagraph 12.8(e)(v) of the Trust and Plan is hereby amended to read as follows:

“(v) Required Beginning Date. The Required Beginning Date is the date specified in subparagraph (A) or (B) below:

(A) with respect to a Member who is a 5-percent (5%) owner, as defined in section 416(i) of the Code, no later than the April 1 of the calendar year following the calendar year in which such Member attains age seventy-two (72) (age seventy and one-half (70¹⁄₂) in the case of a Member who reached age 70¹⁄₂ before January 1, 2020) ; and

(B) with respect to a Member who is not a 5-percent (5%) owner, as defined in Section 416(i) of the Code, the April 1 following the end of the calendar year in which such Member attains age seventy-two (72) (age seventy and one-half (70-1/2) in the case of a Member who reached age (70¹⁄₂) before January 1, 2020) or retires, whichever is later.”

4

6. Effective January 1, 2020, Section 7.3-A of Supplement A is hereby amended by the renumber current subsection (e) as (f) and current subsection (f) as (g) and the addition of a new subsection (e) to read as follows:    

(e) Coronavirus-Related Distributions. A Coronavirus-Affected Participant may request a Coronavirus-Related Distribution and such distribution shall be made in accordance with Section 11.7, subject to Section 7.5-A.

7. Effective January 1, 2020, Section 7.3-B of Supplement B is hereby amended by renumbering current subsection (e) as (f) and renumbering current subsection (f) as (g) and the addition of a new subsection (e) to read as follows:    

(e) Coronavirus-Related Distributions. A Coronavirus-Affected Participant may request a Coronavirus-Related Distribution and such distribution shall be made in accordance with Section 11.7, subject to Section 7.5-B.

IN WITNESS WHEREOF, FirstEnergy Corp., by its appropriate duly authorized officer, has caused this Amendment No. 5 to the FirstEnergy Savings Plan to be executed on the date stated above.

FIRSTENERGY CORP.
By:
Title: SVP and CFO

5

EX-5.1

Exhibit 5-1

NORTH POINT • 901 LAKESIDE AVENUE • CLEVELAND, OHIO 44114.1190

TELEPHONE: +1.216.586.3939 • JONESDAY.COM

August 12, 2022

FirstEnergy Corp.

76 South Main Street

Akron, Ohio 44308

Re: Registration Statement on Form S-8 Filed by FirstEnergy Corp.

Ladies and Gentlemen:

We have acted as counsel to FirstEnergy Corp., an Ohio corporation (the “Company”), in connection with the registration of an aggregate of 8,000,000 shares of common stock, par value $0.10 per share (the “Shares”), of the Company issuable pursuant to the FirstEnergy Corp. Savings Plan, as amended (the “Plan”), formerly known as the Ohio Edison System Savings Plan.

In connection with the opinion expressed herein, we have examined such documents, records and matters of law as we have deemed relevant or necessary for purposes of this opinion. Based on the foregoing, and subject to the further limitations, qualifications and assumptions set forth herein, we are of the opinion that the Shares that may be issued or delivered and sold pursuant to the Plan will be, when issued or delivered and sold in accordance with such Plan, validly issued, fully paid and nonassessable, provided that the consideration for the Shares is at least equal to the stated par value thereof.

The opinion expressed herein is limited to the laws of the State of Ohio, as currently in effect, and we express no opinion as to the effect of the laws of any other jurisdiction on the opinion expressed herein. In addition, we have assumed that the resolutions authorizing the Company to issue or deliver and sell the Shares pursuant to the Plan will be in full force and effect at all times at which the Shares are issued or delivered and sold by the Company, and that the Company will take no action inconsistent with such resolutions.

August 12, 2022

Page 2

We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement on Form S-8 filed by the Company to effect registration of the Shares to be issued and sold pursuant to the Plan under the Securities Act of 1933, as amended (the “Act”). In giving such consent, we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the Act, or the rules and regulations of the Securities and Exchange Commission promulgated thereunder.

Very truly yours,

/s/ Jones Day

EX-23.2

Exhibit 23-2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of FirstEnergy Corp. of our report dated February 16, 2022 relating to the financial statements, financial statement schedules and the effectiveness of internal control over financial reporting, which appears in FirstEnergy Corp.’s Annual Report on Form 10-K for the year ended December 31, 2021.

/s/ PricewaterhouseCoopers LLP

Cleveland, Ohio

August 12, 2022

1

EX-23.3

Exhibit 23-3

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated June 24, 2022 relating to the financial statements and schedule, which appears in FirstEnergy Corp. Savings Plan Annual Report on Form 11-K for the year ended December 31, 2021.

/s/ Bober Markey Fedorovich & Company

Cleveland, Ohio

August 12, 2022

EX-24.1

Exhibit 24-1

FIRSTENERGY CORP.

REGISTRATION STATEMENT ON FORM S-8

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each of the undersigned officers and directors of FirstEnergy Corp., an Ohio corporation (the “Registrant”), hereby constitutes and appoints Steven E. Strah, K. Jon Taylor, Hyun Park, and Mary M. Swann or any of them, each acting alone, as the true and lawful attorney-in-fact or agent, or attorneys-in-fact or agents, for each of the undersigned, with full power of substitution and resubstitution, and in the name, place and stead of each of the undersigned, to execute and file (1) one or more Registration Statements on Form S-8 (the “Form S-8 Registration Statement”) with respect to the registration under the Securities Act of 1933 of common stock, $0.10 par value per share, of the Registrant deliverable in connection with the FirstEnergy Corp. Savings Plan, as amended, (2) any and all amendments, including post-effective amendments, supplements and exhibits to the Form S-8 Registration Statement and (3) any and all applications or other documents to be filed with the Securities and Exchange Commission or any state securities commission or other regulatory authority or exchange with respect to the securities covered by the Form S-8 Registration Statement, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same as fully to all intents and purposes as he might or could do if personally present, hereby ratifying and confirming all that said attorneys-in-fact and agents, and each of them, may lawfully do or cause to be done by virtue hereof.

This Power of Attorney may be executed in multiple counterparts, each of which shall be deemed an original with respect to the person executing it.

IN WITNESS WHEREOF, the undersigned have hereunto set their hands as of the 12^th day of August 2022:

/s/ Steven E. Strah	/s/ K. Jon Taylor
Steven E. Strah	K. Jon Taylor
President and Chief Executive Officer and Director	Senior Vice President and Chief Financial Officer and Strategy
(Principal Executive Officer)	(Principal Financial Officer)
/s/ Jason J. Lisowski	/s/ Jana T. Croom
Jason J. Lisowski	Jana T. Croom
Vice President, Controller and Chief Accounting Officer	Director
(Principal Accounting Officer)
/s/ Steven J. Demetriou	/s/ Lisa Winston Hicks
Steven J. Demetriou	Lisa Winston Hicks
Director	Director
/s/ Paul Kaleta	/s/ Sean T. Klimczak
Paul Kaleta	Sean T. Klimczak
Director	Director
/s/ Jesse A. Lynn	/s/ James F. O’Neil III
Jesse A. Lynn	James F. O’Neil III
Director	Director
/s/ John W. Somerhalder II	/s/ Andrew Teno
John W. Somerhalder II	Andrew Teno
Director	Director
/s/ Leslie M. Turner	/s/ Melvin D. Williams
Leslie M. Turner	Melvin D. Williams
Director	Director

EX-FILING FEES

Exhibit 107

Calculation of Filing Fee Tables

Form S-8

(Form Type)

FirstEnergy Corp.

(Exact Name of Registrant as Specified in its Charter)

Table 1—Newly Registered Securities

	Security Type	Security Class Title	Fee Calculation Rule	Amount Registered(1)(2)	Proposed Maximum Offering Price Per Unit(3)	Maximum Aggregate Offering Price(3)	Fee Rate	Amount of Registration Fee
Fees to Be Paid	Equity	Common stock, par value $0.10 per share	457(c) and 457(h)	8,000,000	$38.475	$307,800,000	$92.70 per $1,000,000	$28,534.00
	Total Offering Amounts					$307,800,000		$28,534.00
	Total Fee Offsets							—
	Net Fees Due							$28,533.00

⁽¹⁾  Represents the number of shares of common stock, par value $0.10 per share (“Common Stock”), of FirstEnergy Corp. (the “Registrant”), deliverable pursuant to the FirstEnergy Corp. Savings Plan, as amended (the “Plan”), formerly known as the Ohio Edison System Savings Plan, being registered hereon.

⁽²⁾  Pursuant to Rule 416 of the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement also covers such additional Common Stock as may become deliverable pursuant to any anti-dilution provisions of the Plan. In addition, pursuant to Rule 416(c) of the Securities Act, this Registration Statement also covers an indeterminable amount of plan participation interests to be offered or sold pursuant to the Plan.

⁽³⁾  Estimated solely for calculating the amount of the registration fee, pursuant to Rule 457(c) and (h) of the Securities Act, on the basis of the average of the high and low sale prices of such securities on the New York Stock Exchange on August 5, 2022, within five business days prior to filing.