PPL (NYSE: PPL) CFO converts performance units, withholds shares for taxes

Rhea-AI Filing Summary

PPL Corp EVP and CFO Joseph P. Bergstein Jr. reported equity compensation activity tied to performance stock units. On February 20, 2026, 21,118 Performance Stock Units were exercised into 21,118 shares of PPL common stock at a stated price of $37.44 per share. To cover associated tax obligations, 9,244 shares of common stock were withheld by the company under the Stock Incentive Plan, described as payment of tax liability rather than an open-market sale. Following these transactions, Bergstein directly held 214,495.573 shares of PPL common stock, with additional indirect holdings of 395.195 shares in an Employee Stock Ownership Plan trust and 62.527 shares as custodian for children under a dividend reinvestment plan. A footnote explains that the performance units were earned at 151.5% of target based on PPL’s earnings growth over a three-year period ending December 31, 2025.

SEC Form 4

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^*

Bergstein Joseph P Jr

(Last) (First) (Middle)

645 HAMILTON STREET

(Street)

ALLENTOWN PA 18101

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
PPL Corp [ PPL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP and CFO

3. Date of Earliest Transaction (Month/Day/Year)
02/20/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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	02/20/2026		M		21,118	A	$37.44	223,739.573(1)	D
Common Stock	02/20/2026		F(2)		9,244	D	$37.44	214,495.573(1)	D
Common Stock								395.195(1)	I	Held in trust pursuant to the Employee Stock Ownership Plan.
Common Stock								62.527(1)	I	As custodian for children under the Dividend Reinvestment Plan.

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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
Performance Stock Unit (SIP)	$0.00	02/20/2026		M			21,118(1)	(3)	(3)	Common Stock	21,118(1)	$0.00	0(4)	D

Explanation of Responses:

1. Total includes the reinvestment of dividends.

2. 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).

3. 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 (151.5%) based on the Company's earnings growth 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 02/20/2026.

4. As of 02/24/2026, total performance units beneficially owned is 148,107.854. This total includes the three 01/25/2024 grants of (a) 14,278.114, (b) 14,278.114, and (c) 28,556.224 performance units, the three 01/30/2025 grants of (a) 11,626.101, (b) 11,626.101, and (c) 23,252.2 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) 11,123, (b) 11,123, and (c) 22,245 performance units.

	/s/ W. Eric Marr, as Attorney-In-Fact for Joseph P. Bergstein, Jr.	02/24/2026
	** Signature of Reporting Person	Date
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FAQ

What did PPL (PPL) EVP and CFO Joseph P. Bergstein Jr. report on this Form 4?

He reported exercising 21,118 performance stock units into an equal number of PPL common shares, with a portion of the resulting shares withheld to satisfy tax obligations under the company’s Stock Incentive Plan, and updated his direct and indirect share holdings accordingly.

How many PPL shares did Joseph P. Bergstein Jr. acquire and how many were withheld for taxes?

He acquired 21,118 PPL common shares from performance stock units and 9,244 of those shares were withheld by the company to pay taxes. This withholding is described as payment of tax liability, not an open-market sale, under the Stock Incentive Plan terms.

What is Joseph P. Bergstein Jr.’s PPL common stock ownership after these transactions?

After the transactions, he directly owned 214,495.573 PPL common shares. He also had indirect holdings of 395.195 shares in an Employee Stock Ownership Plan trust and 62.527 shares as custodian for children under a dividend reinvestment plan, reflecting multiple ownership forms.

How were the performance stock units for PPL’s EVP and CFO earned under the Stock Incentive Plan?

The performance stock units were earned at 151.5% of the target award based on PPL’s earnings growth over a three-year performance period ending December 31, 2025. The committee determined the earned percentage on January 29, 2026, with share delivery calculations completed on February 20, 2026.

Does this PPL Form 4 indicate any open-market buying or selling by Joseph P. Bergstein Jr.?

The filing shows an exercise of performance stock units into common shares and a tax-withholding disposition where 9,244 shares were withheld by the company. It does not describe open-market purchases or sales, instead reflecting equity compensation settlement and related tax payment in shares.