PPL Corp·4

Feb 2, 5:24 PM ET

Henninger Tadd J 4

4 · PPL Corp · Filed Feb 2, 2026

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PPL SVP-Treasurer Tadd Henninger Exercises Options, Receives Awards

What Happened
Tadd J. Henninger, SVP–Finance and Treasurer of PPL Corp (PPL), exercised stock-based derivatives and received equity awards. On 01/29–01/30/2026 he exercised a total of 11,135.704 shares (3,242; 7,175; 718.704) at exercise prices of $36.31 and $36.25, with a reported cash amount of about $404,294. The company withheld 3,301 shares to cover taxes/withholding obligations (reported value ~$119,847). Separately, on 01/29/2026 he was credited with a total of 11,740 award units: 2,348 restricted stock units (RSUs) and 9,392 performance-based units (per the Stock Incentive Plan); calculations and net delivery were completed 01/30/2026.

Key Details

  • Transaction dates: 2026-01-29 and 2026-01-30; Form 4 filed 2026-02-02 (timely).
  • Option exercises: 11,135.704 shares exercised (3,242; 7,175; 718.704) at $36.31 / $36.25; total cash reported ≈ $404,294. (Transaction code M = exercise/conversion of derivative.)
  • Tax/withholding disposition: 3,301 shares withheld/disposed (1,029; 2,065; 207) to satisfy tax liabilities; reported value ≈ $119,847. (Transaction code F = payment of exercise price or tax liability / shares withheld.)
  • Awards granted: 11,740 units on 01/29/2026 — includes one RSU grant of 2,348 units (vests per schedule) and three performance-unit grants totaling 9,392 units. Footnotes state performance percentages earned (e.g., 161.10% and 145.58%) and that deliveries were calculated net of withholding on 01/30/2026 (F10, F11, F4, F12).
  • Holdings after transactions (per filing): 18,992.984 restricted stock units and 31,491.294 performance units beneficially owned as of 02/02/2026 (F5, F7).
  • Codes explained: M = exercised/conversion of derivative; F = shares withheld/used to pay taxes; A = award/grant. No 10b5-1 or late filing indicated.

Context
This was an exercise of derivative awards with shares withheld to cover taxes (a common net-withholding or tax-satisfaction practice) and the scheduled/ performance-based grant of RSUs and performance units. Exercises and routine tax-withholding are administrative and do not necessarily signal a change in the insider’s view of the company; newly granted performance units reflect payout determined by multi-year performance metrics under PPL’s Stock Incentive Plan.

Insider Transaction Report

Form 4
Period: 2026-01-29
Henninger Tadd J
SVP-Finance and Treasurer
Transactions
  • Exercise/Conversion

    Common Stock

    [F1]
    2026-01-29$36.31/sh+3,242$117,71715,969.166 total
  • Tax Payment

    Common Stock

    [F2][F1]
    2026-01-29$36.31/sh1,029$37,36314,940.166 total
  • Exercise/Conversion

    Common Stock

    [F1]
    2026-01-29$36.31/sh+7,175$260,52422,115.166 total
  • Tax Payment

    Common Stock

    [F2][F1]
    2026-01-29$36.31/sh2,065$74,98020,050.166 total
  • Exercise/Conversion

    Common Stock

    [F1]
    2026-01-30$36.25/sh+718.704$26,05320,768.87 total
  • Tax Payment

    Common Stock

    [F2][F1]
    2026-01-30$36.25/sh207$7,50420,561.87 total
  • Award

    Stock Unit (SIP)

    [F3][F4][F5]
    2026-01-29+2,3482,348 total
    Common Stock (2,348 underlying)
  • Award

    Performance Stock Unit (SIP)

    [F6][F7]
    2026-01-29+4,6964,696 total
    Common Stock (4,696 underlying)
  • Award

    Performance Stock Unit (SIP)

    [F8][F7]
    2026-01-29+2,3482,348 total
    Common Stock (2,348 underlying)
  • Award

    Performance Stock Unit (SIP)

    [F9][F7]
    2026-01-29+2,3482,348 total
    Common Stock (2,348 underlying)
  • Exercise/Conversion

    Performance Stock Unit (SIP)

    [F10][F1][F7]
    2026-01-297,1750 total
    Common Stock (7,175 underlying)
  • Exercise/Conversion

    Performance Stock Unit (SIP)

    [F11][F1][F7]
    2026-01-293,2420 total
    Common Stock (3,242 underlying)
  • Exercise/Conversion

    Stock Unit (SIP)

    [F3][F1][F12]
    2026-01-30718.7041,439.47 total
    Common Stock (718.704 underlying)
Holdings
  • Common Stock

    [F1]
    (indirect: By Trust)
    101.571
Footnotes (12)
  • [F1]Total includes the reinvestment of dividends.
  • [F10]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.
  • [F11]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.
  • [F12]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.
  • [F2]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).
  • [F3]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.
  • [F4]The total grant of 2,348 restricted stock units will vest in three equal installments on 01/29/2027, 01/29/2028, and 01/29/2029.
  • [F5]As of 02/02/2026, total restricted stock units beneficially owned is 18,992.984. This total includes the two 01/25/2024 grants of (a) 12,395.567 and (b) 2,809.947 restricted stock units, two-thirds of the 01/30/2025 grant, which totals 1,439.470, 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 2,348 restricted stock units.
  • [F6]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.
  • [F7]As of 02/02/2026, total performance units beneficially owned is 31,491.294. This total includes the 01/20/2023 grant of 2,226.809 performance units, the three 01/25/2024 grants of (a) 2,809.947, (b) 2,809.947, and (c) 5,619.892 performance units, the three 01/30/2025 grants of (a) 2,158.174, (b) 2,158.174, and (c) 4,316.351 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) 2,348, (b) 2,348, and (c) 4,696 performance units.
  • [F8]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.
  • [F9]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.
Signature
/s/ W. Eric Marr, as Attorney-In-Fact for Tadd J. Henninger|2026-02-02

Documents

1 file
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    ownership.xmlPrimary

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