PPL Corp (NYSE: PPL) exec exercises performance units, withholds shares

Rhea-AI Filing Summary

PPL Corp executive John R. Crockett III reported equity award activity involving performance stock units under the Stock Incentive Plan. He exercised 9,227 performance stock units into an equal number of common shares at a conversion price of $0, reflecting earned awards based on the company’s earnings growth over a three-year period ending 12/31/2025.

To cover taxes on the award, 4,157 common shares were withheld by the company at his request at $37.44 per share, classified as a tax-withholding disposition rather than an open-market sale. After these transactions, he directly owned 52,183.841 shares of PPL common stock, including reinvested dividends.

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^*

Crockett John R III

(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)
	President of a PPL Subsidiary

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		9,227	A	$37.44	56,340.841	D
Common Stock	02/20/2026		F(1)		4,157	D	$37.44	52,183.841	D

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			9,227(2)	(3)	(3)	Common Stock	9,227(2)	$0.00	0(4)	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. Total includes the reinvestment of dividends.

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 55,961.871. This total includes the three 01/25/2024 grants of (a) 6,219.661, (b) 6,219.661, and (c) 12,438.255 performance units, the three 01/30/2025 grants of (a) 4,282.324, (b) 4,282.324, and (c) 8,564.646 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) 3,489, (b) 3,489, and (c) 6,977 performance units.

	/s/ W. Eric Marr, as Attorney-In-Fact for John R Crockett III	02/24/2026
	** Signature of Reporting Person	Date
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FAQ

What did PPL (PPL) executive John R. Crockett III report on this Form 4?

He reported exercising 9,227 performance stock units into PPL common shares and a related tax-withholding share disposition. These transactions reflect the vesting and settlement of stock-based awards under PPL’s Stock Incentive Plan based on multi-year earnings performance.

How many PPL (PPL) shares did the executive receive from performance units?

He converted 9,227 performance stock units into 9,227 PPL common shares at a conversion price of $0. These units were earned at 151.5% of target based on PPL’s earnings growth over a three-year performance period ending 12/31/2025.

Why were some PPL (PPL) shares disposed of in this Form 4 filing?

The filing shows 4,157 PPL common shares were withheld at $37.44 per share to satisfy tax obligations. This is a tax-withholding disposition under the Stock Incentive Plan, not an open-market sale initiated for portfolio or valuation reasons.

What is John R. Crockett III’s PPL (PPL) share ownership after these transactions?

After the performance unit conversion and tax withholding, he directly owned 52,183.841 PPL common shares. This total, as disclosed, includes the reinvestment of dividends, giving investors a clearer view of his ongoing equity stake in the company.

How were the PPL (PPL) performance stock units earned in this Form 4?

The performance stock units were earned at 151.5% of the original award under PPL’s Stock Incentive Plan. This payout level was determined by the People and Compensation Committee based on the company’s earnings growth over a three-year period ending 12/31/2025.

Does this PPL (PPL) Form 4 reflect open-market buying or selling by the executive?

No. The Form 4 describes a derivative exercise of performance stock units into common shares and a related tax-withholding share disposition. It does not disclose open-market purchases or sales, but rather the settlement mechanics of equity incentive awards granted earlier.