[8-K] PPL Corporation Reports Material Event

Rhea-AI Filing Summary

PPL Corporation subsidiaries Louisville Gas and Electric Company (LG&E) and Kentucky Utilities Company (KU) each issued $700,000,000 aggregate principal amount of 5.850% First Mortgage Bonds due August 15, 2055. The bonds were issued under each company’s existing indenture and are secured by a lien on substantially all of the companies’ real and tangible personal property in Kentucky used in electricity (and, for LG&E, certain gas) operations. Each company intends to use net proceeds to repay specific maturing 3.300% Series First Mortgage Bonds due October 1, 2025 (LG&E: $300 million; KU: $250 million), to repay short-term debt and for general corporate purposes. Supplemental indentures dated August 1, 2025 and officers’ certificates dated August 13, 2025 are filed as exhibits.

Positive

• Extended maturity profile by issuing long-term bonds due 2055, which replaces near-term maturities
• Proceeds earmarked to repay maturing 3.300% series bonds (LG&E $300 million; KU $250 million), addressing upcoming obligations
• Offered under Form S-3 registrations, indicating reliance on shelf registration for execution

Negative

• Higher coupon on new bonds (5.850%) compared with the maturing 3.300% series, increasing long-term fixed interest cost
• Bonds are secured by liens on substantially all property, which could limit collateral available for future secured borrowings

Insights

Corporate Finance Analyst

TL;DR: LG&E and KU each issued $700M of 5.85% first mortgage bonds maturing 2055 to refinance near-term debt and shore up liquidity.

The twin issuances replace shorter-term 3.300% series bonds due October 1, 2025, providing long-term fixed-rate financing while increasing secured long-term obligations. The bonds are secured by liens on substantially all real and tangible property in Kentucky as described in the indentures, and proceeds will also address short-term debt and general corporate needs. The transactions are material refinancing actions disclosed via Form 8-K and include related supplemental indentures and officers’ certificates as exhibits.

Debt Markets Specialist

TL;DR: Both utilities locked in long-dated fixed-rate funding at 5.85%, extending maturities but issuing higher-coupon secured debt versus the maturing 3.30% bonds.

The new bonds mature August 15, 2055 and were sold under Form S-3 registration statements. Issuing secured first mortgage bonds creates priority liens on substantial utility assets in Kentucky, which is standard for utility financings but important for creditor security and future capital structure considerations. The filings include legal opinions and consents as exhibits.

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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): August 13, 2025

Commission File Number		Registrant; State of Incorporation; Address and Telephone Number		IRS Employer Identification No.
1-11459		PPL Corporation (Exact name of Registrant as specified in its charter) Pennsylvania 645 Hamilton Street Allentown, PA 18101 (610) 774-5151		23-2758192
1-2893		Louisville Gas and Electric Company (Exact name of Registrant as specified in its charter) Kentucky 820 West Broadway Louisville, KY 40202 (502) 627-2000		61-0264150
1-3464		Kentucky Utilities Company (Exact name of Registrant as specified in its charter) Kentucky and Virginia One Quality Street Lexington, KY 40507-1462 (502) 627-2000		61-0247570

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 a 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).

☐ PPL Corporation

☐ Louisville Gas and Electric Company

☐ Kentucky Utilities 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.

☐ PPL Corporation

☐ Louisville Gas and Electric Company

☐ Kentucky Utilities Company

Section 2 – Financial Information

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

and

Section 8 – Other Events

Item 8.01 Other Events

Louisville Gas and Electric Company

On August 13, 2025, Louisville Gas and Electric Company (“LG&E”) issued $700,000,000 aggregate principal amount of 5.850% First Mortgage Bonds due 2055 (the “LG&E Bonds”).

The LG&E Bonds were issued under LG&E’s Indenture (the “LG&E Indenture”), dated as of October 1, 2010, to The Bank of New York Mellon, as trustee, as previously supplemented and amended and as supplemented and amended by Supplemental Indenture No. 10 thereto (the “LG&E Supplemental Indenture”), dated as of August 1, 2025. The LG&E Bonds will be secured by the lien of the LG&E Indenture, which creates, subject to certain exceptions and exclusions, a lien on substantially all of LG&E’s real and tangible personal property located in Kentucky and used in the generation, transmission and distribution of electricity and the storage, transportation and distribution of natural gas, as described therein.

The LG&E Bonds are due August 15, 2055, subject to early redemption. LG&E intends to use the net proceeds from the sale of the LG&E Bonds to repay its $300 million aggregate principal amount 3.300% Series First Mortgage Bonds due October 1, 2025, to repay short-term debt and for other general corporate purposes.

The LG&E Bonds were offered and sold under LG&E’s Registration Statement on Form S-3 on file with the Securities and Exchange Commission (Registration Statement No. 333-277140-02).

The LG&E Supplemental Indenture and Officer’s Certificate are filed with this report as Exhibits 4(a) and 4(b).

Kentucky Utilities Company

On August 13, 2025, Kentucky Utilities Company (“KU”) issued $700,000,000 aggregate principal amount of 5.850% First Mortgage Bonds due 2055 (the “KU Bonds”).

The KU Bonds were issued under KU’s Indenture (the “KU Indenture”), dated as of October 1, 2010, to The Bank of New York Mellon, as trustee, as previously supplemented and amended and as supplemented and amended by Supplemental Indenture No. 11 thereto (the “KU Supplemental Indenture”), dated as of August 1, 2025. The KU Bonds will be secured by the lien of the KU Indenture, which creates, subject to certain exceptions and exclusions, a lien on substantially all of KU’s real and tangible personal property located in Kentucky and used in the generation, transmission and distribution of electricity, as described therein.

The KU Bonds are due August 15, 2055, subject to early redemption. KU intends to use the net proceeds from the sale of the KU Bonds to repay its $250 million aggregate principal amount 3.300% Series First Mortgage Bonds due October 1, 2025, to repay short-term debt and for other general corporate purposes.

The KU Bonds were offered and sold under KU’s Registration Statement on Form S-3 on file with the Securities and Exchange Commission (Registration Statement No. 333-277140-01).

The KU Supplemental Indenture and Officer’s Certificate are filed with this report as Exhibits 4(c) and 4(d).

Section 9-Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits

(d)		Exhibits
		4(a) -		Supplemental Indenture No. 10, dated as of August 1, 2025, of Louisville Gas and Electric Company to The Bank of New York Mellon, as Trustee.
		4(b) -		Officer’s Certificate, dated August 13, 2025 establishing certain terms of the LG&E Bonds.
		4(c) -		Supplemental Indenture No. 11, dated as of August 1, 2025, of Kentucky Utilities Company to The Bank of New York Mellon, as Trustee.
		4(d) -		Officer’s Certificate, dated August 13, 2025 establishing certain terms of the KU Bonds.
		5(a) -		Opinion of John P. Fendig, Corporate Secretary of Louisville Gas and Electric Company and Senior Counsel of PPL Services Corporation relating to the LG&E Bonds.
		5(b) -		Opinion of Troutman Pepper Locke LLP relating to the LG&E Bonds.
		5(c) -		Opinion of Stoll Keenon Ogden PLLC relating to the LG&E Bonds.
		5(d) -		Opinion of John P. Fendig, Corporate Secretary of Kentucky Utilities Company and Senior Counsel of PPL Services Corporation relating to the KU Bonds.
		5(e) -		Opinion of Troutman Pepper Locke LLP relating to the KU Bonds.
		5(f) -		Opinion of Stoll Keenon Ogden PLLC relating to the KU Bonds.
		23(a) -		Consent of John P. Fendig, Corporate Secretary of Louisville Gas and Electric Company and Senior Counsel of PPL Services Corporation (included as part of Exhibit 5(a)).
		23(b) -		Consent of Troutman Pepper Locke LLP (included as part of Exhibit 5(b)).
		23(c) -		Consent of Stoll Keenon Ogden PLLC (included as part of Exhibit 5(c)).
		23(d) -		Consent of John P. Fendig, Corporate Secretary of Kentucky Utilities Company and Senior Counsel of PPL Services Corporation (included as part of Exhibit 5(d)).
		23(e) -		Consent of Troutman Pepper Locke LLP (included as part of Exhibit 5(e)).
		23(f) -		Consent of Stoll Keenon Ogden PLLC (included as part of Exhibit 5(f)).
		104 -		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, each 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
				LOUISVILLE GAS AND ELECTRIC COMPANY
				By:		/s/ Christopher M. Garrett
						Christopher M. Garrett
						Vice President-Finance and Accounting
				KENTUCKY UTILITIES COMPANY
				By:		/s/ Christopher M. Garrett
						Christopher M. Garrett
						Vice President-Finance and Accounting
Dated: August 13, 2025

FAQ

What did PPL subsidiaries LG&E and KU issue on August 13, 2025?

Each issued $700,000,000 aggregate principal amount of 5.850% First Mortgage Bonds due August 15, 2055.

How will LG&E and KU use the proceeds from the bond sales?

Proceeds will be used to repay maturing Series First Mortgage Bonds due October 1, 2025 (LG&E: $300 million; KU: $250 million), repay short-term debt and for general corporate purposes.

Are the new bonds secured and what collateral is described?

Yes. The bonds are secured by the lien of each company’s indenture creating a lien on substantially all real and tangible personal property located in Kentucky used in electricity operations (and gas for LG&E) as described in the indentures.

Under what registration statements were the bonds offered?

The LG&E Bonds were offered under Form S-3 Registration Statement No. 333-277140-02; the KU Bonds under Form S-3 Registration Statement No. 333-277140-01.

What exhibits were filed with the 8-K related to these bond issuances?

Filed exhibits include the Supplemental Indentures, Officer’s Certificates, multiple legal opinions and consents, and the cover page interactive data file.