Structured Products Corp Corts Tr For Peco Energy Cap Tr III 10-K, filed Mar 19, 2026
Structured Products Corp Corts Tr For Peco Energy Cap Tr III (KTH)
10-K
2026-03-19
For: 2025-12-31
View Original
Added on
April 10, 2026
About this 10-K
Structured Products Corp Corts Tr For Peco Energy Cap Tr III filed this 10-K on March 19, 2026, covering the fiscal year ended December 31, 2025.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10‑K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended:
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Commission File Number:
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December 31, 2025
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001-32089
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STRUCTURED PRODUCTS CORP.,
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on behalf of
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CorTS Trust For PECO Energy Capital Trust III
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(Exact name of registrant as specified in its charter)
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Delaware
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13-3692801
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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388 Greenwich Street
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New York, New York 10013
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(Address of principal executive offices) (zip code)
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Registrant's telephone number including area code:
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212-723-4070
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Securities registered pursuant to Section 12(b) of the Act:
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Title of Each Class
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Trading
Symbols(s)
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Name of Each Exchange on Which Registered
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CorTS Trust For PECO Energy Capital Trust III, Corporate-Backed Trust Securities (CorTS) Certificates
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KTH
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New York Stock Exchange
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Securities registered pursuant to Section 12(g) of the Act:
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None
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Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
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Yes ☐ No ☒
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Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes ☐ No ☒
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1
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Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was
required to have filed such reports) and (2) has been subject to such filing requirements for the past 90 days.
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Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such
shorter period that the registrant was required to submit such files).
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[Rule 405 of Regulation S-T is not applicable.]
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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,”
“accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer ☐
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Accelerated filer ☐
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Non-accelerated filer ☒
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Smaller reporting company ☐
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the
Exchange Act. ☐
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Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15
U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☐
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial
statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period
pursuant to §240.10D-1(b). ☐
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
Yes ☐ No ☒
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State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the
last business day of the registrant’s most recently completed second fiscal quarter.
Not Applicable.
As of the date of this report, all of the common stock of the Registrant is held by Citigroup Global Markets Holdings Inc.
Documents Incorporated by Reference
The distribution reports to security holders filed on Form 8-K during the fiscal year in lieu of reports on Form 10-Q, which includes the reports filed on Form 8-K listed in Item 15(b) hereto.
2
Introductory Note
Structured Products Corp. (the “Depositor”) is the depositor under the Base Trust Agreement, dated as of December 15, 2000, as supplemented by the CorTS Supplement 2001-1, dated as of January 19, 2001, by and between
the Depositor and U.S. Bank Trust National Association, as Trustee (the “Trustee”), providing for the issuance of the CorTS Trust For PECO Energy Capital Trust III, Corporate-Backed Trust Securities (CorTS) Certificates (the
“Certificates”) and is the depositor for the Certificates (the “Registrant”). The Certificates do not represent obligations of or interests in the Depositor or the Trustee.
The issuer(s) of the underlying securities, or guarantor thereof, or successor thereto, as applicable, is subject to the information reporting requirements of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”). For information on the issuer(s) of the underlying securities, or guarantor thereof, or successor thereto, as applicable, please see its periodic and current reports filed with the Securities and Exchange Commission (the
“Commission”). Such reports and other information required to be filed pursuant to the Exchange Act, by the issuer(s) of the underlying securities, or guarantor thereof, or successor thereto, as applicable, may be inspected and copied at the public
reference facilities maintained by the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549. The Commission also maintains a site on the World Wide Web at “http://www.sec.gov” at which users can view and download copies of reports, proxy
and information statements and other information filed electronically through the Electronic Data Gathering, Analysis and Retrieval system, or “EDGAR.” Neither the Depositor nor the Trustee has participated in the preparation of such reporting
documents, or made any due diligence investigation with respect to the information provided therein. Neither the Depositor nor the Trustee has verified the accuracy or completeness of such documents or reports. There can be no assurance that events
affecting the issuer(s) of the underlying securities, or guarantor thereof, or successor thereto, as applicable, or the underlying securities have not occurred or have not yet been publicly disclosed that would affect the accuracy or completeness
of the publicly available documents described above. The chart below lists each trust, the issuer(s) or guarantor, or successor thereto, of the related underlying security, and its respective Exchange Act file numbers, if applicable.
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Underlying Securities Issuer(s) or
Guarantor, or successor thereto |
Exchange Act File
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PECO Energy Company
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000-16844
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3
PART I
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Item 1.
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Business
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None.
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Item 1A.
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Risk Factors
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None.
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Item 1B.
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Unresolved Staff Comments
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None.
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Item 1C.
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Cybersecurity
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Not Applicable.
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Item 2.
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Properties
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None.
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Item 3.
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Legal Proceedings
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None.
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Item 4.
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Mine Safety Disclosures
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None.
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PART II
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Item 5.
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Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
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The Certificates representing investors’ interest in the Trust are represented by one or more physical Certificates registered in the name of Cede & Co., the nominee of The Depository Trust Company.
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The Certificates are listed on the New York Stock Exchange.
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Item 6.
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[Reserved]
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Item 7.
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Management’s Discussion and Analysis of Financial Condition and Results of Operations
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Not Applicable.
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Item 7A.
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Quantitative and Qualitative Disclosures About Market Risk
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None.
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Item 8.
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Financial Statements and Supplementary Data
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None.
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Item 9.
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Changes In and Disagreements With Accountants on Accounting and Financial Disclosure
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None.
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4
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Item 9A.
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Controls and Procedures
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Not applicable.
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Item 9B.
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Other Information
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None.
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Item 9C.
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Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
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Not Applicable
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PART III
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Item 10.
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Directors, Executive Officers and Corporate Governance
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None.
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Item 11.
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Executive Compensation
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Not Applicable.
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Item 12.
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Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
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Information required by Item 201(d) of Regulation S-X: Not applicable.
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Information required by Item 403 of Regulation S-X: None.
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Item 13.
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Certain Relationships and Related Transactions, and Director Independence
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None.
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Item 14.
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Principal Accounting Fees and Services
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Not Applicable.
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PART IV
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Item 15.
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Exhibits, Financial Schedules and Reports on Form 8-K
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(a)
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The following documents are also filed as part of this Report:
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3.
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Exhibits:
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31.1
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Certification by President of the Registrant pursuant to 15 U.S.C. Section 7241, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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97.1
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Structured Products Corp. Dodd-Frank Clawback Provisions.
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99.1
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Annual Compliance Report by Trustee.
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(b)
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The following reports on Form 8-K were filed during the period covered by this report and are hereby incorporated by reference:
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1.
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Trustee’s Distribution Statement for the April 30, 2025 Distribution Date filed on Form 8-K on May 12, 2025.
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2.
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Trustee’s Distribution Statement for the October 31, 2025 Distribution Date filed on Form 8-K on November 12, 2025.
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(c)
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See item 15(a)(3) above.
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Item 16.
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Form 10-K Summary |
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None
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5
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EXHIBIT INDEX
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Exhibit
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Page
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31.1
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Certification by President of the Registrant pursuant to 15 U.S.C. Section 7241, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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97.1
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Structured Products Corp. Dodd-Frank Clawback Provisions.
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99.1
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Annual Compliance Report by Trustee pursuant to 15 U.S.C. Section 7241.
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7
Exhibit 31.1
Exhibit 97.1
The Dodd-Frank Clawback Provisions (the “policy”) were adopted by Structured Products Corporation (the “Depositor”), to the extent such a policy is required
and in order to comply with Section 10D of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Depositor has no employees, and does not award compensation to any employees.
_______________________________________________
Structured Products Corp.
Dodd-Frank Clawback Provisions
The Board of Directors (“Board”) of Structured Products Corp. (the “Company”) adopts these Dodd-Frank Clawback Provisions (these “Provisions”) in accordance
with the applicable listing requirements of The New York Stock Exchange Listed Company Manual (the “Clawback Rules”), promulgated pursuant to the final rules adopted by the Securities and Exchange Commission enacting the clawback standards under
Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act in respect of CorTS Trust For PECO Energy Capital Trust III (NYSE:KTH;
CIK-0001283464). Capitalized terms not otherwise defined in these Provisions have the meanings given to them under the Clawback Rules.
Recovery of Erroneously Awarded Incentive Compensation.
The Company shall comply with the Clawback Rules and reasonably promptly recover Erroneously Awarded Compensation Received by current or former Executive Officers of the Company (“Covered Individuals”) as required by the Clawback Rules.
Method of Recovery. The Board shall determine, in its
sole discretion, the manner in which any Erroneously Awarded Compensation shall be recovered. Methods of recovery may include, but are not limited to: (1) seeking direct repayment from the Covered Individual; (2) reducing (subject to applicable law
and the terms and conditions of the applicable plan, program or arrangement pursuant to which the incentive-based compensation was paid) the amount that would otherwise be payable to the Covered Individual under any compensation, bonus, incentive,
equity and other benefit plan, agreement, policy or arrangement maintained by the Company or any of its affiliates; (3) cancelling any award (whether cash- or equity-based) or portion thereof granted to the Covered Individual; or (4) any combination
of the foregoing.
No-Fault Basis. These Provisions apply on a no-fault
basis, and Covered Individuals will be subject to recovery under these Provisions without regard to their personal culpability.
Other Company Arrangements. These Provisions shall be
in addition to, and not in lieu of, any other clawback, recovery or recoupment policy maintained by the Company from time to time, as well as any clawback, recovery or recoupment provision in any of the Company’s plans, awards or individual
agreements (including the clawback, recovery and recoupment provisions in the Company’s equity award agreements) (collectively, “Other Company Arrangement”) and any other rights or remedies available to the Company, including termination of
employment; provided, however, that there is no intention to, nor shall there be, any duplicative recoupment of the same compensation under more than one policy, plan, award or agreement. In addition, no Other Company Arrangement shall serve to
restrict the scope or the recoverability of Erroneously Awarded Compensation under these Provisions or in any way limit recovery in compliance with the Clawback Rules.
No Indemnification or Insurance. Notwithstanding
anything to the contrary set forth in any policy, arrangement, bylaws, charter, certificate of incorporation or plan of the Company or any individual agreement between a Covered Individual and the Company or any of its affiliates, no Covered
Individual shall be entitled to indemnification or insurance (or reimbursement for the cost thereof) from the Company or any of its affiliates for the amount that is or may be recovered by the Company pursuant to these Provisions; provided, however,
that to the extent expense advancement or reimbursement is available to a Covered Individual, these Provisions shall not serve to prohibit such advancement or reimbursement.
Administration; Interpretation. The Board shall
interpret and construe these Provisions consistent with the Clawback Rules and applicable laws and regulation and shall make all determinations necessary, appropriate or advisable for the administration of these Provisions. Any determinations made by
the Board shall be final, binding and conclusive on all affected individuals. As required by the Clawback Rules, the Company shall provide public disclosures related to these Provisions and any applicable recoveries of Erroneously Awarded
Compensation. To the extent these Provisions conflict or are inconsistent with the Clawback Rules, the Clawback Rules shall govern. In no event are these Provisions intended to be broader than, or require recoupment in addition to, that required
pursuant to the Clawback Rules.
Amendment or Termination of these Provisions. The
Board reserves the right to amend these Provisions at any time and for any reason, subject to applicable law and the Clawback Rules. To the extent that the Clawback Rules cease to be in force or cease to apply to the Company, these Provisions shall
also cease to be in force.
Approved and Adopted: as of November 2, 2023, Effective as of October 2, 2023
Exhibit 99.1
ANNUAL COMPLIANCE REPORT
The undersigned, being an officer of U.S. Bank Trust National Association, as trustee (the “Trustee”), with respect to CorTS Trust For PECO Energy Capital Trust III, on whose behalf
Structured Products Corp. has prepared this annual report on Form 10-K for the fiscal year ended December 31, 2025 (the “Annual Report”), certifies as follows:
1. The Trustee is the trustee under the trust agreement.
2. Based on my knowledge, for the periods included in the year covered by the Annual Report, the
Trustee has fulfilled its obligations, including any servicing obligations, under the trust agreement.
| By: | /s/ Janet P. O'Hara |
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Name:
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Janet P. O’Hara
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Title:
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Vice President
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Date:
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February 11, 2026
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