01—Abstract
Summary
Summary of the 8-K filed February 26, 2026. Cited figures are marked; the original filing is the authoritative source.
On February 26, 2026, PPL Corporation completed the offering of 23,000,000 equity units (corporate units) with a stated amount of $50a each, including the full exercise of the Underwriters' over-allotment option of 3,000,000 units.
Each corporate unit combines a stock purchase contract, which obligates the holder to buy PPL common stock by February 15, 2029 for $50b in cash, with a 1/40 beneficial interest in $1,000 principal amount each of PPL Capital Funding's 4.02% Remarketable Senior Notes due 2034 and 4.02% Remarketable Senior Notes due 2039. The offering was made under a joint shelf registration statement with PPL Capital Funding, Inc., and the notes are fully and unconditionally guaranteed by PPL Corporation. Total annual distributions on the corporate units are 7.00% of the stated amount, consisting of quarterly contract adjustment payments at 2.98% per year and note interest at 4.02% per year.
The remarketable senior notes are pledged as collateral to secure holders' obligations under the stock purchase contracts and will be remarketed before the applicable settlement date under a remarketing agreement still to be entered into among PPL, The Bank of New York Mellon and a remarketing agent. The filing also documents the governing agreements: the underwriting agreement dated February 23, 2026, Supplemental Indentures No. 19 and No. 20 to the 1997 Notes Indenture, and a Purchase Contract and Pledge Agreement dated February 26, 2026, with The Bank of New York Mellon as purchase contract agent, collateral agent, custodial agent and securities intermediary.
Underwriters acting as representatives were J.P. Morgan Securities LLC, BofA Securities, Inc., Morgan Stanley & Co. LLC and RBC Capital Markets, LLC.
02—Key points
Key Highlights
- PPL completed the sale of 23,000,000 equity units on February 26, 2026, including the full 3,000,000-unit over-allotment option.
- Each corporate unit has a stated amount of $50 and bundles a stock purchase contract with 1/40 interests in two series of 4.02% Remarketable Senior Notes.
- Stock purchase contracts require holders to buy PPL common stock for $50 in cash no later than February 15, 2029.
- Total annual distributions on the units are 7.00% of stated amount: 2.98% contract adjustment payments plus 4.02% note interest.
- The RSNs are due 2034 and 2039, issued by PPL Capital Funding, Inc., and fully and unconditionally guaranteed by PPL Corporation.
- The RSNs are pledged as collateral for holders' purchase obligations and will be remarketed before the settlement date.
- The offering was registered under a joint shelf registration statement (Nos. 333-277140 and 333-277140-04).
03—Questions
Frequently Asked Questions
What did PPL Corporation sell in this offering?
PPL sold 23,000,000 corporate units, each with a $50 stated amount, including the 3,000,000 units covered by the underwriters' over-allotment option. The offering closed on February 26, 2026.
What does each corporate unit consist of?
Each unit includes a stock purchase contract requiring the holder to buy PPL common stock for $50 in cash by February 15, 2029, plus a 1/40 undivided beneficial interest in $1,000 principal of each of PPL Capital Funding's 4.02% Remarketable Senior Notes due 2034 and due 2039.
What is the total return investors receive on the units?
Total annual distributions are 7.00% of the stated amount, made up of quarterly contract adjustment payments at 2.98% per year under the stock purchase contracts and interest on the RSNs at 4.02% per year.
How will the remarketable senior notes be used and settled?
The RSNs are pledged as collateral to secure holders' obligations under the stock purchase contracts. They will be remarketed before the applicable stock purchase contract settlement date under the Purchase Contract and Pledge Agreement and a remarketing agreement to be entered into among PPL, The Bank of New York Mellon and a remarketing agent.
Who guarantees the notes and under what registration were they sold?
PPL Corporation fully and unconditionally guarantees payment of principal, premium, if any, and interest, if any, on the RSNs. The units and notes were registered under a joint shelf registration statement (Registration Nos. 333-277140 and 333-277140-04) of PPL Corporation and PPL Capital Funding, Inc.
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