PPL 8-K Report, Corporate Update (Nov 19, 2025)

PPL Corporation (NYSE: PPL) reported in this Form 8-K dated November 19, 2025 that its wholly-owned subsidiary, PPL Capital Funding, Inc., announced a proposed private placement of $1.0 billion^a aggregate principal amount of Exchangeable Senior Notes due 2030.

The offering is being made only to persons reasonably believed to be qualified institutional buyers under Rule 144A, is subject to market conditions, and the initial purchasers have an option, exercisable within a 13-day period, to buy up to an additional $150 million^b of notes. The notes will be senior, unsecured obligations of PPL Capital Funding, fully and unconditionally guaranteed on a senior, unsecured basis by PPL Corporation, and will mature on December 1, 2030 unless earlier exchanged, redeemed or repurchased. The notes are exchangeable into cash up to the principal amount, with the remainder of the exchange obligation settled in cash, PPL common stock, or a combination at PPL Capital Funding's election.

Exchangeability is restricted before September 1, 2030 and unrestricted from that date until the business day before maturity. The notes cannot be redeemed before December 5, 2028; thereafter, they may be redeemed for cash at par plus accrued interest if PPL's common stock trades at or above 130%^c of the exchange price for specified periods. Holders may require repurchase at par upon a fundamental change, and the exchange rate may increase in certain corporate events or redemptions.

There is no sinking fund. PPL Capital Funding intends to use the net proceeds to repay short-term debt and for general corporate purposes.

The filing is an announcement of a proposed offering and does not state final pricing or completion of the placement. The notes and any underlying common stock have not been registered under the Securities Act.