UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No. )

Filed by the Registrant ☑

Filed by a Party other than the Registrant ☐

Check the appropriate box:

PPL CORPORATION

Mailing Address:

645 Hamilton Street

Allentown, Pennsylvania 18101

Notice of 2026 Annual Meeting of Shareowners

This year’s Annual Meeting will be conducted virtually via a live audio webcast. The virtual meeting format provides efficient and effective access to our shareowners and affords shareowners the same rights as if the meeting were held in person. You will be able to attend the Annual Meeting online, vote your shares electronically during the meeting and ask questions in accordance with our rules of conduct for the meeting by visiting www.virtualshareholdermeeting.com/PPL2026 and entering the 16-digit control number included on your Notice of Internet Availability of Proxy Materials, proxy card or the voting instructions that accompanied your proxy materials.

April 1, 2026

QUICK INFORMATION

The following charts provide quick information about PPL Corporation’s 2026 Annual Meeting of Shareowners and our corporate governance and executive compensation practices. These charts do not contain all of the information provided elsewhere in the proxy statement; therefore, you should read the entire proxy statement carefully before voting.

We first released this proxy statement and the accompanying materials to shareowners on or about April 1, 2026.

See information beginning on page 94 on how you can vote.

Forward-Looking Statements

Website References

Throughout this proxy statement, we identify certain materials that are available in full on our website. The information contained on, or available through PPL’s internet website is not and shall not be deemed to be, incorporated by reference in this proxy statement.

Forward-looking Statements and Non-GAAP Financial Measures

This proxy statement contains forward-looking statements within the meaning of the federal securities laws. Forward-looking statements may be identified by the use of words such as "will," "likely," “believe,” “expect,” “plans,” “intends,” “may,” “strategy,” “target,” “goals,” “anticipate,” and other similar words, and include, without limitation, statements about our future goals, strategy, plans, earnings or dividend growth. These statements are subject to certain risks, uncertainties, and other factors, which could cause actual results to differ materially from those anticipated. Such risks include those contained in PPL’s Annual Report on Form 10-K for the year ended December 31, 2025 and other documents PPL files with the Securities and Exchange Commission. These risks are not comprehensive and given these and other possible risks and uncertainties, investors should not place undue reliance on forward-looking statements as a prediction of actual results. Any forward-looking statements made by PPL speak only as of the date on which they are made. PPL is under no obligation to, and expressly disclaims any obligation to, update or alter its forward-looking statements, whether as a result of new information, subsequent events or otherwise.

This proxy statement, including the “Compensation Discussion and Analysis” section, contains references to “earnings from ongoing operations” or “ongoing earnings” or “ongoing earnings per share” of PPL. This is a measure of financial performance used by PPL, among other things, in making incentive compensation grants and awards to executive officers. It is not, however, a financial measure prescribed by generally accepted accounting principles, or GAAP. This non-GAAP financial measure adjusts “net income” also known as “reported earnings” (which is a GAAP financial measure) for certain special items, with potential further adjustments for compensation purposes. For a reconciliation of earnings from ongoing operations to reported earnings, as well as a description and itemization of the special items and other adjustments used to derive earnings from ongoing operations for PPL, please see Annex A to this proxy statement.

PROXY SUMMARY

This summary highlights information found elsewhere in this proxy statement. It does not contain all of the information you should consider in voting your shares. Please refer to the complete proxy statement and 2025 Annual Report before you vote.

We first released this proxy statement and the accompanying materials to shareowners on or about April 1, 2026.

VOTING MATTERS AND BOARD VOTING RECOMMENDATIONS

CORPORATE GOVERNANCE HIGHLIGHTS

PERFORMANCE HIGHLIGHTS FOR 2025

See page 37 for additional information on PPL’s performance highlights for 2025.

2026 DIRECTOR NOMINEES

In selecting director nominees, the Governance, Nominating and Sustainability Committee considers skills, expertise, background, professional experience, education, and other individual characteristics that contribute to the Board's collective strength. PPL does not engage in illegal or discriminatory preferences based on gender, race, ethnicity, national origin or other protected class or status. For more detailed information as to individual nominees, please see “Proposal 1: Election of Directors” beginning on page 6.

EXECUTIVE COMPENSATION PROGRAM

Pay for Performance

For 2025, we based performance-related compensation targets for the NEOs primarily on (1) corporate earnings per share from ongoing operations, or Corporate EPS, (2) critical corporate initiatives, (3) operational goals, (4) individual performance, (5) relative TSR performance, (6) corporate earnings growth and (7) corporate long-term sustainability metrics. All of our goals align with our commitment to create long-term value for shareowners.

Performance-based compensation paid out for 2025 performance resulted in:

Vote Required

The affirmative vote of a majority of the votes cast, in person or by proxy, by all shareowners voting as a single class, is required to elect each director. For more information about voting, see “General Information – What vote is needed for these proposals to be adopted?” beginning at page 98.

Board Overview

Our director nominees are nine talented individuals who bring a broad mix of skills, experience, and perspectives. The Board provides strong oversight and strategic direction, and it supports senior management to execute our business plan and drive enhanced value for all stakeholders.

In compliance with the company's Guidelines for Corporate Governance, Natica von Althann will complete her Board service immediately prior to the 2026 Annual Meeting of Shareowners, which follows her 75th birthday. Ms. von Althann is Chair of the People and Compensation Committee and is a member of the Finance Committee and Executive Committee. We thank Ms. von Althann for her effective and thoughtful service and leadership to our company through the years. Immediately following the 2026 Annual Meeting of Shareowners, the Board size will be reduced from the current ten to nine directors consistent with the number of nominees.

Skills, Experience and Attributes of Our Director Nominees

Each year, our Board of Directors evaluates its composition to ensure that it collectively reflects the qualifications, backgrounds, experience and perspectives necessary to oversee the company's strategy and risks. Our director nominees bring expertise aligned with our business and long-term strategy, a balance of tenure that provides continuity and fresh perspectives and diverse viewpoints. Importantly, they:

All members of our Board of Directors have extensive senior executive management experience, enabling the Board to effectively guide and direct company strategy and oversee risk management. The additional key skills of our directors are identified and described below.

In addition to senior executive leadership skills held by all of our director nominees, the table below identifies no more than five additional key skills and qualifications of each director nominee.

OUR NOMINEES STANDING FOR ELECTION

* * *

Use of Proxy. The Board of Directors has no reason to believe that any of the director nominees will become unavailable for election. If, however, any nominee should become unavailable prior to the Annual Meeting, the accompanying proxy will be voted for the election of such other person as the Board of Directors may recommend in place of that nominee. The proxies appointed by the Board of Directors intend to vote the proxy for the election of each of the nominees unless you indicate otherwise on the proxy or ballot card.

BOARD OF DIRECTORS

Attendance

The Board of Directors met six times during 2025. Directors are expected to attend all meetings of shareowners, the Board and the committees on which they serve. In 2025, director attendance at Board and committee meetings was 100%. In addition, all of our directors attended the 2025 Annual Meeting of Shareowners.

Independence of Directors

The Board has established guidelines to assist it in determining director independence, which conform to the independence requirements of the New York Stock Exchange, or NYSE, listing standards. In addition to applying these guidelines, which are available in the Corporate Governance section of our website (www.pplweb.com/governance-documents), the Board considers all relevant facts and circumstances in making an independence determination, including transactions and relationships between each director or members of the directors’ immediate family and the company and its subsidiaries.

In 2026, the Board determined that there were no facts or circumstances that would impair the independence of nine of our ten current directors (and eight of our nine director nominees). Accordingly, all of PPL’s non-employee directors - Mr. Beattie, Mr. Rajamannar, Ms. Redman, Mr. Rogerson, Ms. Sullivan, Ms. von Althann, Mr. Williamson, Ms. Wood and Mr. Zagalo de Lima - are independent from the company and management pursuant to the Board's independence guidelines.

Outside Board and Audit Committee Memberships

Directors are expected to ensure that other commitments, including outside board memberships, do not interfere with their duties and responsibilities to the company. Before accepting a position on another public company board, directors notify the Corporate Secretary and the Chair of the GNSC. The Guidelines for Corporate Governance limit directors to serve on no more than three boards of public companies in addition to PPL. For any director who is a public company CEO, the limit is no more than one board of a public company in addition to PPL. Finally, a director who is a member of the Audit Committee may not serve on the audit committees of more than two public companies in addition to the PPL Audit Committee.

Executive Sessions; Independent Chair of the Board

The independent directors meet in executive sessions without management present during each regularly scheduled Board meeting. Mr. Rogerson presides at these executive sessions as the independent Chair of the Board.

Board Leadership Structure

Mr. Rogerson has served as independent Chair of the Board since his appointment in March 2021. Prior to the appointment of Mr. Rogerson as independent Chair, the Board had an independent lead director, who provided independent oversight through the independent lead director’s significant authority and responsibilities, as more specifically outlined in our Guidelines for Corporate Governance.

The Board has considered the appropriate leadership structure and determined that Mr. Rogerson should continue as the independent Chair. The Board recognizes that Mr. Rogerson has substantial knowledge of our company through his longstanding service on our Board and significant organizational, operational and risk management expertise, as well as extensive environmental oversight and board leadership experience. As the independent Chair, Mr. Rogerson engages effectively with management to question, challenge, provide advice and serve as a liaison to the other independent directors. Based on these facts and circumstances, the Board is confident that Mr. Rogerson offers the valuable insight of an independent outside director, who also has a deep understanding of our business, changes to our company, and changes within our industry.

The Board will continue to evaluate the effectiveness of the Board’s leadership structure, including a review of the need or desire for an independent Chair on at least an annual basis, and will make any future decisions based upon the best interests of the company and its shareowners at that time. The Board believes the company and its shareowners are best served by maintaining the flexibility for the Board to determine who should serve in the roles of Chair and CEO, and whether those roles should be combined or separated.

Board and Committee Evaluations

Annually, the Board and each committee, other than the Executive Committee, evaluate Board and committee performance. For the 2025 Board evaluation, directors completed a questionnaire evaluating topics such as Board dynamics, Board and committee effectiveness and engagement, access to management, agenda requests and similar matters, encouraging a broad range of commentary from each director. The responses and feedback from the questionnaires were summarized and presented to the full Board, then discussed in executive session at its January 2026 meeting. In alternating years (including the 2024 evaluation and expected for the 2026 evaluation), following a review of the aggregated questionnaire responses, the Chair of the GNSC and the independent Chair of the Board meet individually with each Board member to seek additional input. Such conversations allow each director an opportunity to share more detailed feedback, to reflect on Board and committee performance, and to propose adjustments to improve the Board's effectiveness. Each year following the evaluation, the Board and management take appropriate action to address suggestions and feedback received from this process. The responses to the evaluations also inform Board committee assignments and board succession planning. While every Board member is encouraged to provide comments as to the structure and operation of Board committees, each committee conducts its own annual assessment as well.

Guidelines for Corporate Governance

The full text of our Guidelines for Corporate Governance can be found in the Corporate Governance section of our website (www.pplweb.com/governance-documents).

Communications with the Board

Shareowners or other parties interested in communicating with the Board, the independent Chair, any Board member or with the independent directors as a group may write to the person or persons at our current mailing address:

c/o Corporate Secretary’s Office

PPL Corporation

Two City Center

645 Hamilton Street

Allentown, Pennsylvania 18101

The Corporate Secretary’s Office assists the Board with all correspondence, including providing communications to Board members where appropriate, with the general exception of ordinary course business communications from customers and vendors, commercial solicitations, advertisements or obvious “junk” mail. Concerns relating to accounting, internal controls or financial statement fraud are to be brought immediately to the attention of the Corporate Audit group and are handled in accordance with procedures established by the Audit Committee with respect to such matters.

Code of Ethics

We maintain a code of business conduct and ethics, our Standards of Integrity, which is applicable to all Board members and employees of the company and its subsidiaries, including the principal executive officer, the principal financial officer and the principal accounting officer of the company. You can find the full text of the Standards of Integrity in the Corporate Governance section of our website (www.pplweb.com/governance-documents), including any amendments. If a waiver constituting a material departure from a provision of the Standards of Integrity is granted to our CEO, CFO or Controller, a description of the nature of the waiver, the name of the person to whom the waiver was granted and the date of the waiver will be posted on PPL's website.

Shareowner Engagement

We engage with our shareowners throughout the year in a variety of forums involving our directors, senior management, investor relations group, sustainability officer and legal department. We meet with our shareowners in person, by telephone or videoconference and at external venues, and attend conferences and other forums at which shareowners are present.

In the fall, we conduct our annual outreach to our largest shareowners, to receive feedback and engage in dialogue. These conversations allow our management and directors to hear directly from shareowners, understand external perspectives, and consider responsive steps by the company. Our engagement covers a broad range of topics, such as the company’s strategy and challenges; sustainability disclosures; risk oversight; board composition and refreshment; executive compensation; corporate governance practices; political spending disclosure; human capital management initiatives; community engagement; and culture and workforce development. These exchanges provide us with valuable insight into our shareowners’ perspectives and an opportunity to share the company's progress and positions.

The input we have received from shareowners has influenced and informed the following actions related to sustainability, corporate governance, and executive compensation:

BOARD COMMITTEES

The Board of Directors has five standing committees: Audit Committee; Executive Committee; Finance Committee; Governance, Nominating and Sustainability Committee; and People and Compensation Committee.

In February 2026, the Board of Directors created an ad hoc committee, the Safety Committee, to oversee workplace safety performance, strategy, processes and culture throughout PPL and its utilities.

Each non-employee director usually serves on two or more committees. Except for the Executive Committee, all of our standing committees are composed entirely of independent directors under the listing standards of the NYSE and the company’s standards of independence described under the heading “Independence of Directors.” In addition, the Board of Directors has designated each member of the Audit Committee as an “audit committee financial expert.” (See the biographies of our Audit Committee members within "Proposal 1: Election of Directors" beginning on page 6) Each committee has a charter, all of which are available in the Corporate Governance section of the company’s website (www.pplweb.com/governance-documents).

The following table shows the directors who are currently members or chairs of each of the Board committees and the number of meetings each committee held in 2025.

Board Committee Membership

Principal Functions of Each Committee

The following table describes the principal functions of each committee.

Compensation Processes and Procedures

The PCC undertakes to compensate executive officers effectively and in a manner consistent with our stated compensation and corporate strategies. The PCC has the exclusive authority to grant equity awards to executive officers and delegates specified administrative functions to certain officers, including the CEO and the Chief Human Resources Officer (CHRO). The PCC has strategic and administrative responsibilities with respect to our executive compensation arrangements, including:

The PCC has retained Frederic W. Cook & Co., Inc., or FW Cook, as its independent compensation consultant to assist the committee in determining whether the company’s executive compensation program is reasonable and consistent with competitive practices. FW Cook provides advice and counsel on executive and director compensation matters and provides information and advice regarding market trends, competitive compensation programs and strategies including:

Although the PCC considers analysis and advice from its independent consultant when making compensation decisions for the CEO and other NEOs, the committee uses its own independent judgment in making final decisions concerning compensation paid to executive officers, including the CEO and other NEOs.

FW Cook and its affiliates did not provide any services to the company or any of the company’s affiliates other than advising the PCC on executive officer and director compensation during 2025. In addition, the PCC annually evaluates whether any work provided by FW Cook may present a conflict of interest and determined that there was no conflict of interest for 2025.

The PCC also seeks the input of management to inform decision-making. Each year, senior management develops a strategic business plan, which includes recommendations on the proposed goals for the annual cash incentive and long-term incentive programs. The PCC takes this into account when establishing and setting incentive goals for all executive officers.

No individual is present when matters pertaining to their own compensation are being discussed, and neither the CEO nor any of the other executive officers discusses their own compensation with the PCC or the PCC’s independent compensation consultant.

CEO and Other Management Succession

At least annually, consistent with its charter, the PCC reviews and assesses with the Board the company’s strategy for management succession planning and the plan of succession for the CEO and other executive officers. This process recognizes the importance of continuity of leadership to ensure a smooth transition for our employees, customers and shareowners. At times, in addition to regular annual review, the PCC will review the company's

succession plan as part of strategic positioning or emerging developments. All members of the Board are encouraged to attend and participate in the PCC meetings focused on succession planning. As part of this process, the PCC reviews the top and emerging talent internally, their level of readiness and development needs. This process is conducted not only for the CEO position but also for other critical senior level positions in the company. When appropriate, the PCC also reviews external successor candidates for the CEO position, with assistance as needed from an independent third-party consultant.

Chair of the Board Succession

The GNSC annually reviews a succession plan for the independent Chair of the Board, and if applicable, the lead director position. The review covers key skills and competencies of the Chair or lead director role, as applicable, the risk of loss of the current Chair, an assessment of the current Board members relative to key skills and competencies and the identification of potential successors. As part of the regular review of attributes and skills for any potential director candidate, the GNSC also considers whether that candidate might qualify as a future chair or lead director in the succession pipeline.

Board Refreshment

Board refreshment is integral to balanced composition that best serves PPL and its shareowners. Maintaining an appropriate blend of seasoned and new directors provides valuable perspectives, especially for long-term strategy and decisions. In 2026, there are four director nominees with five or fewer years of tenure. These newer directors bring with them a wealth of experience, various perspectives and backgrounds, and effective skills and qualifications. At the same time and acknowledging Ms. von Althann will complete her Board service immediately prior to the Annual Meeting, the GNSC and Board will continue ongoing and targeted refreshment.

The GNSC establishes guidelines for new directors and evaluates director candidates. In its evaluation, the GNSC will consider the qualifications, qualities and skills of director candidates as outlined in our Guidelines for Corporate Governance, including:

The Board recognizes that directors with varied perspectives, characteristics and backgrounds improve the quality of dialogue, contribute to better decision-making, and enhance its effectiveness, as more fully described in the Guidelines for Corporate Governance.

Director Nomination Process

Requests to consider a candidate for nomination to election as a director may be made by the Board, the GNSC or any shareowner entitled to vote in the election of directors generally. The GNSC screens all candidates in the same manner regardless of the source of the recommendation.

When considering whether the Board’s directors and nominees have the experience, qualifications, attributes and skills, taken as a whole, to enable the Board to satisfy its oversight responsibilities effectively in light of the company’s business and structure, the Board focused primarily on the information discussed in each of the Board members’ biographical information set forth beginning on page 9, their past contributions to the company’s success and their expected future engagement and contributions in furtherance of PPL’s strategic goals.

If the GNSC or management identifies a need to add a new Board member to contribute particular qualifications or to fill a vacancy, the GNSC may retain a third-party search firm to identify a candidate or candidates. The GNSC also seeks prospective nominees through personal referrals and independent inquiries by directors. Once the GNSC has identified a prospective nominee, it generally requests the third-party search firm to gather additional information about the prospective nominee’s background and experience. The Chair of the Board, the CEO, the Chair of the GNSC and any additional directors, if available, then interview the prospective candidate. After completing the

interview and evaluation process, the GNSC makes a recommendation to the full Board as to any persons who should be nominated by the Board. The Board then votes on whether to approve the nominee after considering the recommendation and report of the GNSC.

Shareowners may recommend candidates to be considered by the GNSC. The GNSC uses the same process and criteria to consider and evaluate shareowner recommendations as it uses for candidates identified through the process described above. Shareowners should submit their candidate recommendations in writing to:

Corporate Secretary

PPL Corporation

Two City Center

645 Hamilton Street

Allentown, Pennsylvania 18101

Proxy Access - Nominations for Director for Inclusion in PPL’s 2027 Proxy Statement

The Board of Directors adopted proxy access in 2015. Pursuant to the company’s Bylaws, a shareowner, or a group of up to 25 shareowners, owning 3% or more of PPL’s outstanding common stock continuously for at least three years, may nominate, and include in PPL’s proxy statement and materials, nominees for director constituting up to the greater of (i) 20% of the Board or (ii) two director nominees, provided that the shareowner(s) and the nominee(s) satisfy the requirements specified in the Bylaws. Notice of director nominations submitted under these proxy access Bylaw provisions must be received no earlier than November 2, 2026 and no later than December 2, 2026 for inclusion in the company’s 2027 proxy statement.

Shareowner Nominations for the 2027 Annual Meeting

In order to be duly nominated for the 2027 annual meeting, other than via proxy access as discussed above, we must receive advance notice of nominations by shareowners not less than 90 days nor more than 120 days prior to the anniversary of the 2026 Annual Meeting, or no earlier than January 13, 2027 and no later than February 12, 2027. The notice must contain the information required by our Bylaws, such as the name and address of the shareowner making the nomination and of the proposed nominee(s), information required by Rule 14a-19 under the Securities Exchange Act of 1934, as amended, and certain other information concerning the shareowner and the nominee. The exact procedures for making nominations are included in our Bylaws, which can be found at the Corporate Governance section of our website (www.pplweb.com/governance-documents). ‌

To comply with the “universal proxy rules” adopted by the SEC, shareowners who intend to solicit proxies in support of director nominees other than PPL’s nominees for our 2027 Annual Meeting must provide notice that sets forth the information required by Rule 14a-19 under the Securities Exchange Act of 1934, as amended, during the time period prescribed by our Bylaws as set forth above.

THE BOARD’S ROLE IN RISK OVERSIGHT

Overview

The Board, together with its committees, oversees the company’s risk management practices with the aid and input of our senior management and professional advisors. The Board regularly reviews the material risks associated with the company’s business as part of its review of the ongoing operations and strategic direction of the company.

While systemic risk oversight is a function of the full Board, the Board recognizes that material risks may arise from or impact multiple areas of the organization. Accordingly, the Board retains primary oversight of certain risks, including strategic, operational, cultural, legal, regulatory, cybersecurity and physical security risks. The Board tasks its Audit Committee, Finance Committee, GNSC, PCC and Safety Committee with principal oversight of material risks within each respective committee’s areas of responsibility. In turn, each committee reports to the Board regularly, including any material risks within its purview. This structure fosters awareness among all directors of the company's most significant risks, and promotes a coordinated approach to risk oversight.

At meetings of the Board and its committees, directors receive updates from management regarding our risk profile and risk management activities. Outside of formal meetings, the Board, its committees and individual Board members have full access to the company's management, including the Corporate Leadership Council (CLC). In addition, the Board's access to management includes other key employees, including the Senior Vice President-Finance and Treasurer, Vice President-Corporate Audit and Chief Compliance Officer, Vice President-Controller, Corporate Secretary, Chief Security Officer (CSO), Vice President-Chief Technology Security Officer (CTSO), Vice President-Public Affairs and Sustainability and Vice President-Financial Strategy and Chief Risk Officer. The Board, and each committee, may request information from any of the company’s professional advisors or engage its own independent advisors.

Board Oversight of Key Topics

Oversight of Enterprise Risk Management

The company maintains a robust enterprise risk management function to manage material risks that may affect achievement of the company’s business strategy, including emerging risks. The Risk Management Committee, comprised of senior management and chaired by the Vice President-Financial Strategy and Chief Risk Officer, oversees this enterprise risk management function. As part of this process, representatives from the company’s operating companies and service groups identify, assess, monitor and report on ongoing and emerging risks, including financial risks, operational risks such as increased frequency and severity of storm activity, and regulatory and compliance risks. The company’s Risk Management group oversees this process and reports quarterly to the Audit Committee.

Oversight of Cybersecurity and Artificial Intelligence Risks

The full Board has direct oversight of our cybersecurity and artificial intelligence (AI) opportunities and risks. The CSO reports directly to the Board of Directors at least twice per year, which allows the Board to monitor the company's programs, processes and procedures related to cybersecurity. The Board has directed the CEO and CSO to promptly inform the Board in the event of a material or potentially material cybersecurity event. In addition, the Executive Vice President and Chief Technology & Innovation Officer (CTIO) reports to the Board on AI programs and inherent risks, and on evolving AI industry standards and applicable laws. Each member of the Board has access to management, including the CEO, CTIO and CSO, to ask questions and engage on the company’s approach to prevent, detect, assess, and mitigate cybersecurity and AI risks. Several members of PPL’s Board have experience in cybersecurity and AI, including one with a certificate in Cyber-Risk Oversight from the National Association of Corporate Directors.

A primary function of the Audit Committee is to assist the Board in the oversight of the identification, assessment and management of risk. Cybersecurity risks are included in PPL’s enterprise risk management process and are reported to the Audit Committee of the Board on a quarterly basis or more frequently, as needed. For more information on our cybersecurity risk management, strategy and governance, see “Item 1C. Cybersecurity” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025.

Oversight of Human Capital Management

The Board has delegated to the PCC responsibility to review and assess the company’s human capital management strategy and practices, and the company’s strategy for succession planning and the plan of succession for the chief executive officer and other executive officers. See "CEO and Other Management Succession" above.

Oversight of Sustainability

The Board has delegated to the GNSC responsibility for overseeing the company’s practices and positions to further its sustainability strategy and corporate governance, including specific environmental and corporate social responsibility initiatives. The committee receives updates, which include climate-related matters, at regularly scheduled meetings. The committee also oversees the company’s corporate political activity and, in that capacity, receives reports at least annually of political spending and related activities by the company.

Oversight of Safety

The Board has delegated to the Safety Committee responsibility for overseeing workplace safety performance, strategy, processes and culture for the company. The Safety Committee is charged with overseeing policies and practices to provide a safe work environment, and with monitoring company safety culture, leadership engagement, and workforce training. The committee receives updates at its regularly scheduled meetings from management including direct reports from safety executives.

COMPENSATION OF DIRECTORS

2025 Director Pay Components

Directors who are company employees (currently only our CEO, Mr. Sorgi) do not receive any separate compensation for service on the Board of Directors or committees of the Board. During 2025, compensation for non-employee directors consisted of the elements described in the table below. The independent Chair of the Board and standing committee chairs received additional compensation due to the increased workload and additional responsibilities associated with these critical Board leadership positions.

The People and Compensation Committee, or PCC, assesses the compensation of directors annually and, if applicable, makes recommendations to the Board. As part of this assessment, FW Cook, the PCC’s independent compensation consultant, provides a Director Pay Analysis, which reviews the pay program for PPL’s non-employee directors relative to a group of utility companies and to a broad spectrum of general industry companies.

Directors Deferred Compensation Plan

Pursuant to the DDCP, non-employee directors may elect to defer all or any part of their fees or any retainer that is not part of the mandatory stock unit deferrals. Under this plan, directors can defer compensation other than the mandatory deferrals into a deferred cash account or the deferred stock account. The deferred cash account earns a return as if the funds had been invested in one or more of the core investment options offered to employees under the PPL Deferred Savings Plan at Fidelity Investments. These investment accounts include large, mid and small cap index and investment funds, international equity index funds, target date funds, bond funds and a stable value fund, with returns that ranged from 2.76% to 32.90% during 2025. Payment of the amounts allocated to a director’s deferred cash account and accrued earnings, together with deferred stock units and accrued dividend equivalents, is deferred until after the director’s retirement from the Board of Directors, at which time the deferred cash and stock is disbursed in one or more annual installments for a period of up to 10 years, as previously elected by the director.

Director Equity Ownership Guidelines

The Board requires each director to hold, within five years after their respective election to the Board, shares of company common stock (including deferred stock units held in the DDCP) with a value of at least five times the annual cash retainer fee. All outside directors who have been on the Board five years or more were in compliance with their equity ownership guidelines as of December 31, 2025. Both Ms. Redman and Ms. Sullivan, who have served on the Board less than five years, have achieved or were on track as of December 31, 2025 to meet their equity ownership requirements within five years of their respective election to the Board.

Continuing Education, Events and Expense Reimbursement

In addition to director education sessions presented at scheduled Board meetings, directors are encouraged to participate in continuing education sessions of their own choosing that will enhance their effectiveness as a director. The company reimburses reasonable and customary expenses incurred for continuing education sessions and related travel.

The following table summarizes all compensation earned during 2025 by our non-employee directors with respect to Board of Directors and committee service.

2025 DIRECTOR COMPENSATION

All deferred stock units held in each director’s deferred stock account are vested. As of December 31, 2025, the aggregate number of deferred stock units (including additional units granted for dividend equivalents) held by each current non-employee director was as follows: Mr. Beattie — 45,043; Mr. Rajamannar — 91,610; Ms. Redman – 24,718; Mr. Rogerson — 239,434; Ms. Sullivan — 17,001; Ms. von Althann — 103,639; Mr. Williamson — 134,743; Ms. Wood — 48,912 and Mr. Zagalo de Lima — 125,273.

DIRECTORS, EXECUTIVE OFFICERS AND CERTAIN BENEFICIAL OWNERS

All directors and executive officers as a group hold less than 1% of PPL’s outstanding common stock. The table below shows the number of shares of our common stock beneficially owned as of March 4, 2026, except to the extent indicated otherwise in the footnotes, by: each of our directors; each NEO for whom compensation is disclosed in the Summary Compensation Table; all of our director nominees and executive officers as a group; and the persons known by the company to be beneficial owners of more than 5% of PPL’s common stock. The table also includes information about restricted stock units granted to executive officers under the company’s Amended and Restated 2012 Stock Incentive Plan, or SIP, and stock units credited to the accounts of our directors under the DDCP.

To our knowledge, our directors and executive officers met all filing requirements under Section 16(a) of the Exchange Act during 2025, except for a Form 4 for Tadd J. Henninger that was filed on January 22, 2025 to report dividend shares that were issued on January 2, 2025 (based on a record date of December 10, 2024), which was after the underlying shares vested and were sold pursuant to a 10b5-1 plan on December 16, 2024. This Form 4 was inadvertently filed late due to administrative oversight.