ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS The Item 403 of Regulation S-K information required by Item 12 is incorporated herein by reference to FirstEnergy's 2023 Proxy Statement to be filed with the SEC pursuant to Regulation 14A under the Exchange Act. The following table contains information as of December 31, 2022, regarding compensation plans for which shares of FE common stock may be issued. Plan category Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in First Column) Equity compensation plans approved by security holders 3,297,942 (1) $ — (2) 11,912,070 (3) Equity compensation plans not approved by security holders(4) — $ — — Total 3,297,942 $ — 11,912,070 (1) This number includes 1,427,058 shares subject to outstanding awards of stock based RSUs granted under the ICP 2015 and ICP 2020 if paid at target for the three outstanding cycles, as well as 1,427,058 additional shares assuming maximum performance metrics are achieved for the 2020-2022, 2021-2023, and 2022-2024 cycles of stock based RSUs, and 443,826 shares related to the DCPD that will be paid in stock. (2) There are no outstanding options, therefore, no consideration is required from participants for the exercise or vesting of any outstanding equity compensation awards. (3) Represents shares available for issuance, assuming maximum performance metrics are achieved (or approximately 4,844,747 under ICP 2015 and 8,494,381 under ICP 2020, available assuming performance at target) for the 2020-2022, 2021-2023, and 2022-2024 cycles of stockbased RSUs, with respect to future awards under the ICP 2020 and future accruals of dividends on awards outstanding under ICP 2015 or ICP 2020. Additional shares may become available under the ICP 2015 or ICP 2020 due to cancellations, forfeitures, cash settlements or other similar circumstances with respect to outstanding awards. (4) All equity compensation plans have been approved by security holders. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE The information required by Item 13 is incorporated herein by reference to FirstEnergy’s 2023 Proxy Statement to be filed with the SEC pursuant to Regulation 14A under the Exchange Act. ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES A summary of the audit and all other fees for services rendered by PricewaterhouseCoopers LLP are as follows: For the Years Ended December 31, 2022 2021 (in thousands) Audit Fees(1) $ 7,523 $ 7,902 Audit-Related Fees(2) 190 70 Tax-Related Fees(3) 220 — All Other Fees(4) 720 217 Total Fees $ 8,653 $ 8,189 (1) Professional services rendered for the audits of FirstEnergy's annual financial statements and reviews of unaudited financial statements included in FirstEnergy's Quarterly Reports on Form 10-Q and for services in connection with statutory and regulatory filings or engagements, including comfort letters, agreed upon procedures and consents for financings and filings made with the SEC. (2) Audit-related fees in 2022 and 2021 were related to services rendered for EESG reporting assessments. (3) Tax-related fees in 2022 were primarily related to the performance of tax services in conjunction with the FET P&SA I. (4) All other fees in 2022 primarily reflect certain costs incurred as a result of system implementation quality assurance services, the ongoing SEC investigation and software subscription fees. All other fees in 2021 primarily reflect the ongoing SEC investigation, software subscription fees and accounting research license costs. Additional information required by this item is incorporated herein by reference to FirstEnergy’s 2023 Proxy Statement to be filed with the SEC pursuant to Regulation 14A under the Exchange Act. 131
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