SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Gosman Angela K

(Last)

(First)

(Middle)

TWO NORTH NINTH STREET

(Street)

ALLENTOWN

18101

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
PPL Corp [ PPL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP and CHRO

3. Date of Earliest Transaction (Month/Day/Year)
01/25/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	01/25/2024		M		4,278	A	$25.83	8,312	D
Common Stock	01/25/2024		F⁽¹⁾		1,458	D	$25.83	6,854	D
Common Stock	01/25/2024		M		3,146	A	$25.83	10,000	D
Common Stock	01/25/2024		F⁽¹⁾		943	D	$25.83	9,057	D
Common Stock	01/25/2024		M		2,593	A	$25.83	11,650	D
Common Stock	01/25/2024		F⁽¹⁾		747	D	$25.83	10,903	D
Common Stock	01/25/2024		M		1,907	A	$25.83	12,810	D
Common Stock	01/25/2024		F⁽¹⁾		549	D	$25.83	12,261	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Unit (SIP)	⁽²⁾	01/25/2024		A		7,315		⁽³⁾	⁽³⁾	Common Stock	7,315	$0.00	7,315⁽⁴⁾	D
Performance Stock Unit (SIP)	⁽⁵⁾	01/25/2024		A		14,629		⁽⁵⁾	⁽⁵⁾	Common Stock	14,629	$0.00	14,629⁽⁶⁾	D
Performance Stock Unit (SIP)	⁽⁷⁾	01/25/2024		A		7,315		⁽⁷⁾	⁽⁷⁾	Common Stock	7,315	$0.00	7,315⁽⁶⁾	D
Performance Stock Unit (SIP)	⁽⁸⁾	01/25/2024		A		7,315		⁽⁸⁾	⁽⁸⁾	Common Stock	7,315	$0.0	7,315⁽⁶⁾	D
Performance Stock Unit (ICPKE)	⁽⁹⁾	01/25/2024		M			4,278⁽¹⁰⁾	⁽⁹⁾	⁽⁹⁾	Common Stock	4,278⁽¹⁰⁾	$0	0⁽⁶⁾	D
Performance Stock Unit (ICPKE)	⁽⁹⁾	01/25/2024		M			3,146⁽¹⁰⁾	⁽⁹⁾	⁽⁹⁾	Common Stock	3,146⁽¹⁰⁾	$0.0	0⁽⁶⁾	D
Performance Stock Unit (ICPKE)	⁽¹¹⁾	01/25/2024		M			2,593⁽¹⁰⁾	⁽¹¹⁾	⁽¹¹⁾	Common Stock	2,593⁽¹⁰⁾	$0.0	0⁽⁶⁾	D
Performance Stock Unit (ICPKE)	⁽¹¹⁾	01/25/2024		M			1,907⁽¹⁰⁾	⁽¹¹⁾	⁽¹¹⁾	Common Stock	1,907⁽¹⁰⁾	$0.0	0⁽⁶⁾	D

Explanation of Responses:

1. 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 Incentive Compensation Plan for Key Employees (ICPKE).

2. 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.

3. The units will vest on 01/25/2027.

4. As of 01/29/2024, total restricted stock units beneficially owned is 20,281.39. This total includes the 08/01/2021 grant of 866 restricted stock units, the 01/27/2022 grant of 3,715.644 restricted stock units, the 07/28/2022 grant of 3,022.506 restricted stock units, and the 01/20/2023 grant of 5,362.24 restricted stock units, plus in the case of the 01/27/2022, 07/28/2022 and 01/20/2023 grants, 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 01/25/2024 grant of 7,315 restricted stock units.

5. 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 an industry peer group over a three-year performance period ending 12/31/2026. Determination of number of underlying securities that have been earned, if any, will be made by the People and Compensation Committee in January 2027.

6. As of 01/29/2024, total performance units beneficially owned is 65,568.428. This total includes the three 01/27/2022 grants of (a) 7,430.218, (b) 3,715.644, and (c) 3,715.644 performance units, and the three 01/20/2023 grants of (a) 10,723.442, (b) 5,362.24, and (c) 5,362.24 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 01/25/2024 grants of (a) 14,629, (b) 7,315, and (c) 7,315 performance units.

7. 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 12/31/2026. Determination of number of underlying securities that have been earned, if any, will be made by the People and Compensation Committee in January 2027.

8. 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 ESG-related metrics over a three-year performance period ending 12/31/2026. Determination of number of underlying securities that have been earned, if any, will be made by the People and Compensation Committee in January 2027.

9. No conversion or exercise price or exercise or expiration date applies. Under the terms of the Incentive Compensation Plan for Key Employees (ICPKE), the underlying securities were earned (165%) based on the Company's return on equity over a one-year performance period ending 12/31/2021. Determination of the percentage of the award earned was made by the People and Compensation Committee on 01/21/2022 and calculation of the underlying shares to be delivered, net of withholding, was completed on 01/25/2024.

10. Total includes the reinvestment of dividends.

11. No conversion or exercise price or exercise or expiration date applies. Under the terms of the Incentive Compensation Plan for Key Employees (ICPKE), the underlying securities were earned (100%) based on the Company's performance relative to an industry peer group over a three-year performance period ending 12/31/2023. Determination of the percentage of the award earned was made by the People and Compensation Committee on 01/25/2024 and calculation of the underlying shares to be delivered, net of withholding, was completed on 01/25/2024.

	/s/ W. Eric Marr, as Attorney-In-Fact for Angela K. Gosman	01/29/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.