Section 8 – Other Events
On February 14, 2025, PPL Corporation (the “Company”) entered into an Equity Distribution Agreement (the “Equity Distribution Agreement”) with Barclays Capital Inc., BofA Securities, Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, Mizuho Securities USA LLC, Morgan Stanley & Co. LLC, MUFG Securities Americas Inc., RBC Capital Markets, LLC, Scotia Capital (USA) Inc. and Wells Fargo Securities, LLC, as our agents (each, a “Sales Agent” and collectively, the “Sales Agents”), Barclays Bank PLC, Bank of America, N.A., Goldman Sachs & Co. LLC, JPMorgan Chase Bank, National Association, Mizuho Markets Americas LLC, Morgan Stanley & Co. LLC, Royal Bank of Canada, The Bank of Nova Scotia and Wells Fargo Bank, National Association (each, in its capacity as purchaser under any Forward Agreement (as defined below), a “Forward Purchaser” and collectively, the “Forward Purchasers”) and Barclays Capital Inc., BofA Securities, Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, Mizuho Securities USA LLC, Morgan Stanley & Co. LLC, RBC Capital Markets, LLC, Scotia Capital (USA) Inc. and Wells Fargo Securities, LLC (each, as agent for its affiliated Forward Purchaser in connection with the offering and sale of any shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), in connection with a Forward Agreement (as defined below), a “Forward Seller” and collectively, the “Forward Sellers”). Concurrently with its entry into the Equity Distribution Agreement, the Company entered into separate master forward confirmations (collectively, the “Master Forward Confirmations”), each dated February 14, 2025, by and between the Company and each of the Forward Purchasers, a form of which is attached as Exhibit B to the Equity Distribution Agreement.
Pursuant to the terms of the Equity Distribution Agreement, the Company may sell, from time to time, up to an aggregate sales price of $2.0 billion of Common Stock, through or to the Sales Agents, as sales agents and/or principals, or pursuant to any Forward Agreement (as defined below). Sales of Common Stock made pursuant to the Equity Distribution Agreement, if any, may be made by means of ordinary brokers’ transactions on the New York Stock Exchange or otherwise at market prices prevailing at the time of sale or negotiated transactions, or as otherwise agreed with the applicable Sales Agent. Actual sales will depend on a variety of factors to be determined by the Company from time to time, including among others, market conditions, the trading price of the Common Stock, capital needs and determinations by the Company of the appropriate sources of funding for the Company. Any such Common Stock sold will be offered and sold pursuant to the Company’s registration statement on Form S-3 (File No. 333-277140) filed with the Securities and Exchange Commission on February 16, 2024, or a subsequent replacement registration statement.
The Equity Distribution Agreement provides that, in addition to the sale of Common Stock by the Company through the Sales Agents, the Company may also enter into forward sale agreements pursuant to any Master Forward Confirmation and related supplemental confirmations to be entered into between the Company and the relevant Forward Purchaser pursuant thereto (each supplemental confirmation, together with the related Master Forward Confirmation, a “Forward Agreement”). In connection with any Forward Agreement, pursuant to the Equity Distribution Agreement, the relevant Forward Purchaser has agreed to use commercially reasonable efforts consistent with its normal trading and sales practices to borrow from third parties and, through the relevant Forward Seller, sell a number of shares of Common Stock equal to the number of shares of Common Stock underlying the particular Forward Agreement.
The Company will not initially receive any proceeds from the sale of borrowed shares of Common Stock by a Forward Seller. The Company expects to receive proceeds upon future physical settlement of the relevant Forward Agreement with the relevant Forward Purchaser on dates specified by the Company in the relevant Forward Agreement, which are expected to be on or prior to the maturity date of the relevant Forward Agreement.
In connection with each Forward Agreement, the relevant Forward Seller will receive, in the form of a reduced initial forward sale price payable by the relevant Forward Purchaser under the relevant Forward Agreement, commissions at a mutually agreed rate not to exceed 2.0% of the gross sales price of all borrowed shares of Common Stock sold during the applicable forward hedge selling period by it as a Forward Seller.
The initial forward sale price per share under each Forward Agreement will equal the product of (1) an amount equal to one minus the applicable forward selling commission and (2) the volume weighted average price per share at which the shares of Common Stock are sold by the Sales Agents pursuant to the Equity Distribution Agreement, subject to the price adjustment provisions of such Forward Agreement. If the Company elects to physically settle any Forward Agreement by delivering Common Stock, it will receive an amount of cash from the Forward
