Kentucky Power Cost Recovery LLC

Securities Offered

$477,749,000 Series 2025 Senior Secured Recovery Bonds, scheduled to pay principal semi-annually and sequentially in accordance with the expected sinking fund schedule. Only the Bonds are being offered through this prospectus

Issuing Entity and Capital Structure

We are Kentucky Power Cost Recovery LLC, a Delaware limited liability company that was formed as a special purpose finance subsidiary of Kentucky Power Company. Kentucky Power Company is our sole member and owns all of our membership interests. We were formed to allow Kentucky Power Company to recover certain extraordinary costs by means of issuing the Bonds, as discussed below under "Use of Proceeds." We will purchase the Cost Recovery Property and issue the Bonds secured by that property. We will engage Kentucky Power Company to service the Cost Recovery Property and collect the charges. For more details, please see the section titled "Kentucky Power Cost Recovery LLC, the Issuing Entity" in this prospectus. We will be capitalized with an upfront cash deposit by Kentucky Power Company of 0.5% of the principal amount of Bonds issued, which will be held in the capital subaccount.

Our Relationship with the Kentucky Public Service Commission

Pursuant to the Financing Order,

• the Kentucky Public Service Commission or its designated representative has a joint decision-making role with Kentucky Power Company with respect to the structuring, marketing and pricing of the Bonds and all matters related to the structuring and pricing of the Bonds will be determined through a joint decision of Kentucky Power Company and the Kentucky Public Service Commission or its designated representative
• Kentucky Power Company is directed to take all necessary steps to ensure that the Kentucky Public Service Commission or its designated representative is provided sufficient and timely information to allow the Kentucky Public Service Commission or its designated representative to fully participate in, and exercise its decision-making power over, the proposed securitization, and
• the servicer will file periodic adjustments to charges with the Kentucky Public Service Commission on our behalf.

Purpose of Transaction

We will use the proceeds of the Bonds to acquire the Cost Recovery Property and pay the related expenses of the issuance. Kentucky Power Company will use the proceeds of the sale of the Cost Recovery Property to us to pay off debts it incurred in connection with certain extraordinary costs. These costs have been approved by the Kentucky Public Service Commission as costs that may be recovered by Kentucky Power Company from its customers.

Contact:
1645 Winchester Avenue
Ashland, Kentucky 41101
606-929-1488

Senior Secured Recovery Bonds

$477,647,621.66
Kentucky Power Cost Recovery LLC
Issuing Entity
Senior Secured Recovery Bonds

The total initial price to the public is $477,647,621.66. The total amount of the underwriting commissions is $1,910,996.00 and the total amount of underwriting expenses is $17,011.62. The total amount of proceeds to the issuing entity before deduction of expenses (estimated to be $7,422,222.65) is $475,719,614.04. The principal and interest will be paid semi-annually. The first expected payment date is March 1, 2026.

Investing in the Series 2025 Senior Secured Recovery Bonds involves risks. Please read “Risk Factors” beginning on page 20 to read about factors you should consider before buying the bonds.

Kentucky Power Company, as “depositor,” is offering $477,749,000 of Series 2025 Senior Secured Recovery Bonds, referred to in this prospectus as the “Bonds.” Kentucky Power Company is also the “seller,” initial “servicer” and “sponsor” with regard to the Bonds.

Each Bond will be entitled to interest on March 1 and September 1 of each year, beginning on March 1, 2026. Interest will accrue from the date of issuance and will be included in the purchase price if the Bonds are delivered after that date. On each payment date the Bonds will be entitled to payment of principal based on a sinking fund schedule described in this prospectus under “Expected Sinking Fund Schedule,” but only to the extent funds are available after payment of certain fees and expenses and after payment of interest on the Bonds.

We are Kentucky Power Cost Recovery LLC, and we are the “issuing entity” of the Bonds. The Bonds are secured by our assets which consist principally of our right to receive certain special “charges” (or “cost recovery charges”), which Kentucky Power Company is entitled to impose and collect from all of its existing and future retail customers receiving electric service, and to periodically adjust those charges pursuant to a true-up mechanism. Please see “Security for the Bonds” and “Description of the Cost Recovery Property” in this prospectus.

The Kentucky Public Service Commission, the regulator of Kentucky Power Company, issued a Financing Order pursuant to which Kentucky Power Company is entitled to impose, collect and receive charges from all of its existing and future retail customers on a joint basis according to rate schedules calculated to generate sufficient revenues to pay interest and principal on the Bonds. The Financing Order requires that the charges be adjusted at least semi-annually, and permits such true-ups to occur more frequently if necessary to ensure that Kentucky Power Company recovers charges in the amounts required for us to make timely payments of interest on the Bonds and to repay the principal of the Bonds in accordance with the sinking fund schedule described in this prospectus. Credit enhancement for the Bonds will be provided by such statutory true-up mechanism, as well as by general and excess funds subaccounts held under the indenture governing the Bonds. Kentucky Power Company is permitted to use the proceeds from the sale of the Bonds to recover certain costs set forth in the Financing Order, which is described in this prospectus under “Use of Proceeds.”

The Bonds represent obligations only of the issuing entity and are secured only by the assets of the issuing entity, consisting principally of the Cost Recovery Property and related assets to support its obligations under the Bonds. Please see “Security for the Bonds” and “Description of the Cost Recovery Property” in this prospectus. Neither Kentucky Power Company nor any of its affiliates (other than the issuing entity) are liable for any payments on the Bonds. The Bonds are not a debt or general obligation of the Commonwealth of Kentucky, the Kentucky Public Service Commission or any other governmental agency or instrumentality and are not a charge on the full faith and credit or the taxing power of the Commonwealth of Kentucky or any governmental agency or instrumentality.

Under the Financing Order, the Kentucky Public Service Commission guarantees that it will act to ensure the charges are in an amount sufficient to pay interest and scheduled principal on the Bonds. The Kentucky Public Service Commission’s obligations relating to the Bonds, including the specific actions that it has guaranteed to take, under the Financing Order are direct, explicit, irrevocable and unconditional upon issuance of the Bonds, and under the Financing Order are legally enforceable against the Kentucky Public Service Commission, which is a United States public sector entity, in accordance with Kentucky law.

All matters relating to the structuring, marketing and pricing of the Bonds have been considered jointly by Kentucky Power Company and by designated personnel of the Kentucky Public Service Commission.

Ratings Assigned

Ratings assigned to Kentucky Power Cost Recovery LLC's securitization bonds and the debt issued by the Servicer

Issuer: Kentucky Power Cost Recovery LLC
Instrument: Senior Secured Recovery Bonds
Moody's Rating: Aaa
S&P Rating: AAA

Servicer: Kentucky Power Company
Instrument: Senior Unsecured Debt
Moody's Rating: Baa3
Moody's Outlook: Stable
S&P Rating: BBB
S&P Outlook: Negative