EVP & CLO Stark Wendy E exercised 48,139 shares at a strike of $36.31 and covered exercise/tax liability with 18,413 shares, increasing direct ownership by 45% to 96,405 units (SEC Form 4)
$PPL
Electric Utilities: Central
Utilities
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
PPL Corp [ PPL ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 01/29/2026 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 01/29/2026 | M | 14,049 | A | $36.31 | 80,728.79 | D | |||
| Common Stock | 01/29/2026 | F(1) | 4,042 | D | $36.31 | 76,686.79 | D | |||
| Common Stock | 01/29/2026 | M | 31,092 | A | $36.31 | 107,778.79 | D | |||
| Common Stock | 01/29/2026 | F(1) | 13,058 | D | $36.31 | 94,720.79 | D | |||
| Common Stock | 01/30/2026 | M | 2,997.524 | A | $36.25 | 97,718.314 | D | |||
| Common Stock | 01/30/2026 | F(1) | 1,313 | D | $36.25 | 96,405.314 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Stock Unit (SIP) | (2) | 01/29/2026 | A | 8,281 | (3) | (3) | Common Stock | 8,281 | $0 | 8,281(4) | D | ||||
| Performance Stock Unit (SIP) | (5) | 01/29/2026 | A | 16,561 | (5) | (5) | Common Stock | 16,561 | $0 | 16,561(6) | D | ||||
| Performance Stock Unit (SIP) | (7) | 01/29/2026 | A | 8,281 | (7) | (7) | Common Stock | 8,281 | $0 | 8,281(6) | D | ||||
| Performance Stock Unit (SIP) | (8) | 01/29/2026 | A | 8,281 | (8) | (8) | Common Stock | 8,281 | $0 | 8,281(6) | D | ||||
| Performance Stock Unit (SIP) | (9) | 01/29/2026 | M | 31,092(10) | (9) | (9) | Common Stock | 31,092(10) | $0 | 0(6) | D | ||||
| Performance Stock Unit (SIP) | (11) | 01/29/2026 | M | 14,049(10) | (11) | (11) | Common Stock | 14,049(10) | $0 | 0(6) | D | ||||
| Stock Unit (SIP) | (2) | 01/30/2026 | M | 2,997.524(10) | (12) | (12) | Common Stock | 2,997.524(10) | $0.00 | 5,996.077(10) | D | ||||
| Explanation of Responses: |
| 1. Shares withheld by the company at the request of the executive officer to pay taxes due following expiration of the applicable restriction period, under the terms of the Stock Incentive Plan (SIP). |
| 2. No conversion or exercise price applies. Under the terms of the Stock Incentive Plan (SIP), a restricted stock unit converts to a share of common stock on the applicable vesting date. |
| 3. The total grant of 8,281 restricted stock units will vest in three equal installments on 01/29/2027, 01/29/2028, and 01/29/2029. |
| 4. As of 02/02/2026, total restricted stock units beneficially owned is 23,942.739. This total includes the 01/25/2024 grant of 9665.662 restricted stock units, two-thirds of the 1/30/2025 grant, which totals 5,996.077, plus in each case, the incremental addition of restricted stock units credited to the original grant in amounts equal to dividend equivalents deemed earned on shares underlying such restricted stock units, and the 01/29/2026 grant of 8,281 restricted stock units. |
| 5. No conversion or exercise price or exercise or expiration date applies. Under the terms of the Stock Incentive Plan (SIP), all, some or none of the underlying securities will be earned depending on the Company's performance relative to a peer group (determined by the Company's People and Compensation Committee as described in more detail in the Company's annual Proxy Statement on Schedule 14A), over a three-year performance period ending 12/31/2028. Determination of number of underlying securities that have been earned, if any, will be made by the People and Compensation Committee in January 2029. |
| 6. As of 02/02/2026, total performance units beneficially owned is 117,408.191. This total includes the 01/20/2023 grant of 9,650.243 performance units, the three 01/25/2024 grants of (a) 9,665.662, (b) 9,665.662, and (c) 19,330.253 performance units, the three 01/30/2025 grants of (a) 8,993.601, (b) 8,993.601, and (c) 17,986.169 performance units, plus in each case, the incremental addition of performance units credited to the original grant in amounts equal to dividend equivalents deemed earned on shares underlying such performance units, and the three 01/29/2026 grants of (a) 8,281, (b) 8,281, and (c) 16,561 performance units. |
| 7. No conversion or exercise price or exercise or expiration date applies. Under the terms of the Stock Incentive Plan (SIP), all, some or none of the underlying securities will be earned depending on the Company's earnings growth over a three-year performance period ending 12/31/2028. Determination of number of underlying securities that have been earned, if any, will be made by the People and Compensation Committee in January 2029. |
| 8. No conversion or exercise price or exercise or expiration date applies. Under the terms of the Stock Incentive Plan (SIP), all, some or none of the underlying securities will be earned depending on the Company's achievement of certain long-term sustainability-related metrics over a three-year performance period ending 12/31/2028. Determination of number of underlying securities that have been earned, if any, will be made by the People and Compensation Committee in January 2029. |
| 9. No conversion or exercise price or exercise or expiration date applies. Under the terms of the Stock Incentive Plan (SIP), the underlying securities were earned (161.10%) based on the Company's performance relative to an industry peer group over a three-year performance period ending 12/31/2025. Determination of the percentage of the award earned was made by the People and Compensation Committee on 01/29/2026 and calculation of the underlying shares to be delivered, net of withholding, was completed on 01/30/2026. |
| 10. Total includes the reinvestment of dividends. |
| 11. No conversion or exercise price or exercise or expiration date applies. Under the terms of the Stock Incentive Plan (SIP), the underlying securities were earned (145.58%) based on the Company's achievements of certain ESG-related metrics over a three-year performance period ending 12/31/2025. Determination of the percentage of the award earned was made by the People and Compensation Committee on 01/29/2026 and calculation of the underlying shares to be delivered, net of withholding, was completed on 01/30/2026. |
| 12. One-third of the 01/30/2025 grant of restricted stock units vested on 01/30/2026; the remaining thirds will vest on 01/30/2027 and 01/30/2028, respectively. |
| /s/ W. Eric Marr, as Attorney-In-Fact for Wendy E. Stark | 02/02/2026 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||