Background: Preeclampsia (PE), new-onset gestational hypertension (HTN) affects 3-8% of all births in the USA. PE is the leading cause for intrauterine growth restriction (IUGR). IUGR children have increased risks of HTN and cerebrovascular disease (CVD) later in life. Prior studies in our lab show adult male IUGR rat offspring (OS) to develop HTN, CVD, and cerebral mitochondrial dysfunction (mtDys) at 17 weeks while female IUGR OS exhibit CVD. The role of mtDys in HTN is unknown and is the focus of our study. We hypothesize that IUGR OS will have mtDys prior to HTN. Methods: Our surgical PE animal model utilized the reduced-uterine-perfusion pressure (RUPP) surgery at GD 14. OS from NP served as controls (CON) while OS from RUPP mothers were IUGR. At 12 weeks, OS BP was measured alongside cerebral mtDys through mitochondrial fusion and fission, electron-transport chain (ETC) proteins, and respiration. Results: BP did not change between sexes or among IUGR and CON offspring. Male IUGR OS showed elevated mtRes (State 2: 199 ± 1.08 v. 76 ± 1.13 pmol/mg, p < .05; State 3: 555 ± 3.02 v. 245 ± 1.77 pmol/mg, p < .05; State 4: 346 ± 1.66 v. 85 ± 1.12 pmol/mg, p < .05). Female IUGR and CON OS had no changes in BP or mtRes. Male IUGR OS had increased mito-fusion proteins MFN-1 (176 ± 1.68 v. 100 ± .57 IU/protein/CON %, p < .05), MFN-2 (155 ± 1.36 v. 100 ± .74 IU/protein/CON %, p < .05) and OPA-1 (166 ± 1.99 v. 100 ± .73 IU/protein/CON %, p < .05). DRP-1 had no changes in males; females had no changes in fusion or fission. Male IUGR OS had changes in ETC proteins (CI: 8 ± 9.34 v. 100 ± .82 IU/protein/CON %, p < .05; CII: 23 ± .53 v. 100 ± .52 IU/protein/CON %, p < .05; CIII: 26 ± .23 v. 100 ± .41 IU/protein/CON %, p < .05), as did female IUGR OS (CI: 12 ± .24 v. 100 ± .86 IU/protein/CON %, p < .05; CII: 29 ± .39 v. 100 ± .61 IU/protein/CON %, p < .05; CIII: 39 ± .56 v. 100 ± .62 IU/protein/CON %, p < .05; CIV: 76 ± .74 v. 100 ± .73 IU/protein/CON %, p < .05) vs. CON OS. Summary: Male IUGR OS have elevated mtRes, changed ETC proteins, and fusion proteins that may lead to mtDys and HTN development. This study is clinically relevant because specific cerebral therapy for mtDys for IUGR OS may prevent HTN and CVD development. Future studies will examine changes in mtDys causing male HTN and protection from HTN in females.