PPL Corporation (NYSE: PPL) nets $400M from partial forward share settlement

Rhea-AI Filing Summary

PPL Corporation reported that it has partially settled previously executed forward sale agreements tied to its common stock. On December 29, 2025, the company physically settled certain of these agreements by delivering approximately 11.3 million shares of common stock to the forward purchasers, generating net cash proceeds of about $400 million.

The forward sale program initiated in 2025 covers a total of roughly 38.7 million shares, or about $1.4 billion. After this settlement, about 27.4 million shares, representing approximately $1.0 billion under two remaining forward agreements entered into in 2025, are still outstanding and must be settled on or before December 30, 2026 and August 11, 2027.

Insights

Equity & Capital Structure Analyst

PPL converts part of its forward equity program into $400M cash.

PPL Corporation is advancing its previously disclosed forward equity sale program by physically settling a portion of the contracts. The company delivered about 11.3 million common shares to forward purchasers and received net proceeds of approximately $400 million. This converts part of an already agreed equity commitment into cash on the balance sheet.

The total forward program established in 2025 covers around 38.7 million shares or $1.4 billion, so a significant part remains open. About 27.4 million shares, tied to roughly $1.0 billion in notional forward sale value under two agreements, must be settled by December 30, 2026 and August 11, 2027. The eventual impact on ownership and per-share metrics will depend on how and when PPL chooses to settle the remaining contracts within those deadlines.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 

Date of Report (Date of earliest event reported):  December 29, 2025

 

Commission File Number

Registrant; State of Incorporation; Address and Telephone Number

IRS Employer Identification No.

1-11459

PPL Corporation

23-2758192

(Exact name of Registrant as specified in its charter)

Pennsylvania

645 Hamilton Street

Allentown,

PA

18101

(610)

774-5151

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading Symbol:			Name of each exchange on which registered
Common Stock of PPL Corporation			PPL			New York Stock Exchange
Junior Subordinated Notes of PPL Capital Funding, Inc.
2007 Series A due 2067			PPL/67			New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐

If an emerging growth company, indicate 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 13(a) of the Exchange Act. ☐

Section 8 - Other Events

Item 8.01 Other Events

As previously reported on the Current Report on Form 8-K filed on February 14, 2025 (the "February Form 8-K") on February 14, 2025, PPL Corporation (the "Company") entered into an Equity Distribution Agreement (the "Equity Distribution Agreement") with Barclays Capital Inc., BofA Securities, Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, Mizuho Securities USA LLC, Morgan Stanley & Co. LLC, MUFG Securities Americas Inc., RBC Capital Markets, LLC, Scotia Capital (USA) Inc. and Wells Fargo Securities, LLC, as agents, Barclays Bank PLC, Bank of America, N.A., Goldman Sachs & Co. LLC, JPMorgan Chase Bank, National Association, Mizuho Markets Americas LLC, Morgan Stanley & Co. LLC, Royal Bank of Canada, The Bank of Nova Scotia and Wells Fargo Bank, National Association (each, in its capacity as purchaser under any Forward Agreement (as defined below), a "Forward Purchaser" and collectively, the "Forward Purchasers") and Barclays Capital Inc., BofA Securities, Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, Mizuho Securities USA LLC, Morgan Stanley & Co. LLC, RBC Capital Markets, LLC, Scotia Capital (USA) Inc. and Wells Fargo Securities, LLC, each, as agent for its affiliated Forward Purchaser in connection with the offering and sale of any shares of the Company's common stock, par value $0.01 per share (the "Common Stock"), in connection with a Forward Agreement. Concurrently with its entry into the Equity Distribution Agreement, the Company entered into separate master forward confirmations (collectively, the "Master Forward Confirmations"), each dated February 14, 2025, by and between the Company and each of the Forward Purchasers.

As previously disclosed, the Company entered into certain forward sale agreements during 2025 pursuant to certain of the Master Forward Confirmations and related supplemental confirmations entered into between the Company and the relevant Forward Purchaser pursuant thereto (the supplemental confirmations, together with the related Master Forward Confirmations, the "Forward Agreements"), totaling approximately 38.7 million shares or approximately $1.4 billion to be settled at various times at or before August 11, 2027.

On December 29, 2025, the Company physically settled in full the Forward Agreements to be settled on or before December 30, 2025 by delivering approximately 11.3 million shares of Common Stock to the relevant Forward Purchasers. The Company received net proceeds of approximately $400 million from such sale of shares of Common Stock and full physical settlement of the Forward Agreements.

The approximately 27.4 million shares remaining with respect to approximately $1.0 billion under two Forward Agreements executed during 2025, each for approximately $500 million, must be settled on or before December 30, 2026 and August 11, 2027, respectively.

The description of the Equity Distribution Agreement set forth above does not purport to be complete and is qualified in its respective entirety by reference to the terms and conditions of the Equity Distribution Agreement, which is filed as Exhibit 1.1 to the February Form 8-K.

Forward Looking Statements

Statements in this report regarding future events and their timing, including statements as to future costs or expenses, regulation, corporate strategy and performance, are "forward-looking statements" within the meaning of the federal securities laws. Although PPL Corporation believes that the expectations and assumptions reflected in these forward-looking statements are reasonable, these expectations, assumptions and statements are subject to a number of risks and uncertainties, and actual results may differ materially from the results discussed in the statements. All forward-looking statements should be considered in light of these important factors and in conjunction with PPL Corporation's Form 10-K and other reports on file with the Securities and Exchange Commission.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			PPL CORPORATION
			By:			/s/ Marlene C. Beers
						Marlene C. Beers Vice President and Controller

Dated:  December 29, 2025

FAQ

What did PPL (PPL) announce in this Form 8-K?

PPL Corporation disclosed that it has partially settled previously entered forward sale agreements by delivering about 11.3 million shares of common stock and receiving approximately $400 million in net proceeds.

How many shares are covered by PPL's 2025 forward sale agreements?

The forward sale agreements entered into during 2025 cover a total of approximately 38.7 million shares of PPL common stock, with an aggregate notional value of about $1.4 billion.

How much of the forward sale program did PPL settle on December 29, 2025?

On December 29, 2025, PPL settled certain forward agreements by delivering about 11.3 million shares of common stock and received net proceeds of roughly $400 million.

What remains outstanding under PPL's forward sale agreements after this settlement?

Approximately 27.4 million shares tied to about $1.0 billion under two forward agreements executed in 2025 remain to be settled.

By when must the remaining PPL forward sale agreements be settled?

The two remaining forward agreements, each for about $500 million, must be settled on or before December 30, 2026 and August 11, 2027, respectively.

What is the purpose of PPL's Equity Distribution Agreement mentioned in the filing?

The Equity Distribution Agreement allows PPL to offer and sell shares of its common stock in connection with forward agreements through a group of financial institutions acting as agents and forward purchasers.