v3.26.1
Equity
12 Months Ended
Dec. 31, 2025
Equity [abstract]  
Equity
19.
Equity

PLDT’s number of shares of subscribed and outstanding capital stock as at December 31, 2025 and 2024 are as follows:

 

 

 

December 31,
2025

 

 

December 31,
2024

 

 

 

(in millions)

 

Authorized

 

 

 

 

 

 

Non-Voting Serial Preferred Stock

 

 

388

 

 

 

388

 

Voting Preferred Stock

 

 

150

 

 

 

150

 

Common Stock

 

 

234

 

 

 

234

 

Subscribed

 

 

 

 

 

 

Non-Voting Serial Preferred Stock(1)

 

 

300

 

 

 

300

 

Voting Preferred Stock

 

 

150

 

 

 

150

 

Common Stock

 

 

219

 

 

 

219

 

Outstanding

 

 

 

 

 

 

Non-Voting Serial Preferred Stock(1)

 

 

300

 

 

 

300

 

Voting Preferred Stock

 

 

150

 

 

 

150

 

Common Stock

 

 

216

 

 

 

216

 

Treasury Stock

 

 

 

 

 

 

Common Stock

 

 

3

 

 

 

3

 

(1) 300 million shares of Series IV Cumulative Non-Convertible Redeemable Preferred Stock subscribed for Php3 billion, of which Php360 million has
been paid and with subscription payable amounting to Php
2,640 million as at December 31, 2025 and 2024.

There were no changes in Parent Company's capital account for the years ended December 31, 2025 and 2024.

Preferred Stock

Non-Voting Serial Preferred Stock

Pursuant to the PLDT Subscriber Investment Plan, the Board of Directors designated 50,000 shares of Non-Voting Serial Preferred Stock as Series JJ 10% Cumulative Convertible Preferred Stock on November 5, 2013 to be issued from
January 1, 2013 to December 31, 2015, and
20,000 shares as Series KK on January 26, 2016, to be issued from
January 1, 2016 to December 31, 2020 on (collectively,
“SIP Shares”). On June 8, 2015, PLDT issued 870 shares of Series JJ. SIP shares earn cumulative dividends at an annual rate of 10% and may be converted into Common Stock of PLDT, at a price 10% below the average market price over 30 trading days, subject to a minimum of par value. The Board of Directors may, at its sole discretion, adjust the conversion price in the event of a reclassification, change in outstanding Common Stock, consolidation, or merger. PLDT, at its discretion, may redeem Series JJ and KK SIP Shares five years after issuance at par value plus any accrued dividends.

The Series IV Cumulative Non-Convertible Redeemable Preferred Stock earns cumulative dividends at an annual rate of 13.5% based on the paid-up subscription price. It is redeemable at the option of PLDT at any time one year after subscription and at the actual amount paid for such stock, plus accrued dividends. This stock is non-voting, except as specifically provided by law, and is preferred in liquidation.

All preferred stocks limit the ability of PLDT to pay cash dividends unless all dividends on such preferred stock for all past dividend payment periods have been paid, or declared, set apart and provision has been made for the currently payable dividends.

PLDT’s Non-Voting Serial Preferred Stock has a par value of Php10 per share.

Voting Preferred Stock

On June 5, 2012, the Philippine SEC approved the amendments to the Seventh Article of PLDT’s Articles of Incorporation consisting of the sub-classification of its authorized Preferred Capital Stock into: 150 million shares of Voting Preferred Stock with a par value of Php1.00 each, and 807.5 million shares of Non-Voting Serial Preferred Stock with a par value of Php10.00 each, and other conforming amendments, or the Amendments. The shares of Voting Preferred Stock may be issued, owned, or transferred only to or by: (a) a citizen of the Philippines or a domestic partnership or association wholly-owned by citizens of the Philippines; (b) a corporation organized under the laws of the Philippines of which at least 60% of the capital stock entitled to vote is owned and held by citizens of the Philippines and at least 60% of the board of directors of such corporation are citizens of the Philippines; and (c) a trustee of funds for pension or other employee retirement or separation benefits, where the trustee qualifies under paragraphs (a) and (b) above and at least 60% of the funds accrue to the benefit of citizens of the Philippines, or Qualified Owners. The holders of Voting Preferred Stock will have voting rights at

any meeting of the stockholders of PLDT for the election of directors and for all other purposes, with one vote in respect of each share of Voting Preferred Stock. The Amendments were approved by the Board of Directors and stockholders of PLDT on July 5, 2011 and March 22, 2012, respectively.

On October 12, 2012, the Board of Directors, pursuant to the authority granted to it in the Seventh Article of PLDT’s Articles of Incorporation, determined the following specific rights, terms and features of the Voting Preferred Stock: (a) entitled to receive cash dividends at the rate of 6.5% per annum, payable before any dividends are paid to the holders of Common Stock; (b) in the event of dissolution or liquidation or winding up of PLDT, holders will be entitled to be paid in full, or pro-rata insofar as the assets of PLDT will permit, the par value of such shares of Voting Preferred Stock and any accrued or unpaid dividends thereon before any distribution shall be made to the holders of shares of Common Stock; (c) redeemable at the option of PLDT; (d) not convertible to Common Stock or to any shares of stock of PLDT of any class; (e) voting rights at any meeting of the stockholders of PLDT for the election of directors and all other matters to be voted upon by the stockholders in any such meetings, with one vote in respect of each Voting Preferred Share; and (f) holders will have no pre-emptive right to subscribe for or purchase any shares of stock of any class, securities or warrants issued, sold or disposed by PLDT.

On October 16, 2012, BTFHI subscribed to 150 million newly issued shares of Voting Preferred Stock of PLDT, at a subscription price of Php1.00 per share for a total subscription price of Php150 million pursuant to a subscription agreement between BTFHI and PLDT dated October 15, 2012. As a result of the issuance of Voting Preferred Shares, the voting power of the NTT Group (comprising of NTT DOCOMO and NTT DOCOMO Business), First Pacific Group and its Philippine affiliates, and JG Summit Group was reduced to 12.01%, 15.09% and 6.65%, respectively, which still holds as at
December 31, 2025. See
Note 1 – Corporate Information.

PLDT’s Voting Serial Preferred Stock has a par value of Php1 per share.

Redemption of Preferred Stock

The Board of Directors approved the redemption, or the Redemption, of all outstanding shares of the following 10% Cumulative Convertible Preferred Stock as follows:

 

Date of Board Approval

 

Series

 

Amount set aside for
Redemption Price

 

Amount set aside for
Unclaimed Dividends

 

Date of Redemption

 

Redemption Period

 

 

 

 

 

 

 

 

 

September 23, 2011

 

A-FF

 

Php4,029 million

 

Php4,143 million

 

January 19, 2012

 

January 19, 2012 to
January 19, 2022

May 8, 2012

 

GG

 

Php236 thousand

 

Php74 thousand

 

August 30, 2012

 

August 30, 2012 to
August 30, 2022

January 29, 2013

 

HH
(issued in 2007)

 

Php24 thousand

 

Php6 thousand

 

May 16, 2013

 

May 16, 2013 to
May 16, 2023

January 28, 2014

 

HH
(issued in 2008)

 

Php2 thousand

 

Php1 thousand

 

May 16, 2014

 

May 16, 2014 to
May 16, 2024

January 26, 2016

 

II

 

Php4 thousand

 

 __

 

May 11, 2016

 

May 11, 2016 to
May 11, 2026

January 28, 2020

 

JJ

 

 __

 

 __

 

May 12, 2020

 

May 12, 2020 to
May 12, 2030

PLDT set aside amounts required to fund the redemption price and unclaimed dividends for the Series A to JJ Shares, or the Redemption Trust Fund, in a trust account, or the Trust Account, in the name of RCBC, as Trustee. Pursuant to the terms of the Trust Account, the Trustee will continue to hold the Redemption Trust Fund or any balance thereof, in trust, for the benefit of holders of Series A to JJ Shares, for a period of ten years from the date of redemption. After the said date, any and all remaining balance in the Trust Account shall be returned to PLDT and revert to its general funds. Any interest on the Redemption Trust Fund shall accrue for the benefit of, and be paid from time to time, to PLDT.

On January 20, 2022, RCBC returned to PLDT the remaining unclaimed balance of the Trust Account for the Series A to FF, amounting to Php7,839 million. Due to the prescription of PLDT’s obligations to pay the trust amounts for Series A to FF, income from prescription of preferred shares redemption liability of Php7,839 million was recognized in 2022.

PLDT has withdrawn nil, Php13 thousand and Php354 thousand from the Trust Account representing total payments on redemption for the years ended December 31, 2025, 2024 and 2023, respectively. There were no outstanding balance of the Trust Account as at December 31, 2025 and 2024. On June 14, 2013, PLDT amended its Articles of Incorporation to decrease the authorized capital stock for its Non-Voting Serial Preferred Stock from 807.5 million shares to 388 million shares. See related disclosures below under Non-controlling interests - Perpetual Notes and Note 27 – Financial Assets and Liabilities.

Common Stock/Treasury Stock

The Board of Directors approved a share buyback program of up to five million shares of PLDT’s common stock, representing approximately 3% of PLDT’s then total outstanding shares of common stock in 2008. Under the share buyback program, PLDT reacquired shares on an opportunistic basis, directly from the open market through the trading facilities of the PSE and NYSE.

As at November 2010, we had acquired a total of approximately 2.72 million shares of PLDT’s common stock at a weighted average price of Php2,388 per share for a total consideration of Php6,505 million in accordance with the share buyback program. There were no further buyback transactions subsequent to November 2010.

PLDT’s Common Stock, has a par value of Php5 per share, with shares issued and outstanding amounting to
Php
1,093 million as at December 31, 2025 and 2024.

Dividends Declared

Our dividends declared for the years ended December 31, 2025, 2024 and 2023 are detailed as follows:

December 31, 2025

 

 

 

Date

 

Amount

 

Class

 

Approved

 

Record

 

Payable

 

Per Share

 

 

Total

 

 

 

 

 

 

 

 

 

(in million pesos, except per share amounts)

 

Cumulative Non-Convertible
   Redeemable Preferred Stock

 

 

 

 

 

 

 

 

 

 

 

 

Series IV (1)

 

January 28, 2025

 

February 11, 2025

 

March 15, 2025

 

 

—

 

 

 

12

 

 

 

May 15, 2025

 

May 22, 2025

 

June 15, 2025

 

 

—

 

 

 

12

 

 

 

August 12, 2025

 

August 26, 2025

 

September 15, 2025

 

 

—

 

 

 

12

 

 

 

November 11, 2025

 

November 25, 2025

 

December 15, 2025

 

 

—

 

 

 

13

 

 

 

 

 

 

 

 

 

 

 

 

 

49

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Voting Preferred Stock

 

March 20, 2025

 

April 3, 2025

 

April 15, 2025

 

 

—

 

 

 

2

 

 

 

June 10, 2025

 

June 24, 2025

 

July 15, 2025

 

 

—

 

 

 

3

 

 

 

August 12, 2025

 

September 15, 2025

 

October 15, 2025

 

 

—

 

 

 

3

 

`

 

December 2, 2025

 

December 16, 2025

 

January 15, 2026

 

 

—

 

 

 

2

 

 

 

 

 

 

 

 

 

 

 

 

 

10

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common Stock

 

 

 

 

 

 

 

 

 

 

 

 

Regular Dividend

 

February 27, 2025

 

March 13, 2025

 

April 3, 2025

 

 

47.00

 

 

 

10,155

 

 

 

August 12, 2025

 

August 28, 2025

 

September 10, 2025

 

 

48.00

 

 

 

10,370

 

 

 

 

 

 

 

 

 

 

 

 

 

20,525

 

Charged to retained earnings

 

 

 

 

 

 

 

 

 

 

 

20,584

 

(1) Dividends were declared based on the total amount subscribed.

December 31, 2024

 

 

 

Date

 

Amount

 

Class

 

Approved

 

Record

 

Payable

 

Per Share

 

 

Total

 

 

 

 

 

 

 

 

 

(in million pesos, except per share amounts)

 

Cumulative Non-Convertible
   Redeemable Preferred Stock

 

 

 

 

 

 

 

 

 

 

 

 

Series IV (1)

 

January 30, 2024

 

February 14, 2024

 

March 15, 2024

 

 

—

 

 

 

12

 

 

 

May 9, 2024

 

May 24, 2024

 

June 15, 2024

 

 

—

 

 

 

13

 

 

 

August 13, 2024

 

August 28, 2024

 

September 15, 2024

 

 

—

 

 

 

12

 

 

 

November 12, 2024

 

November 28, 2024

 

December 15, 2024

 

 

—

 

 

 

12

 

 

 

 

 

 

 

 

 

 

 

 

 

49

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Voting Preferred Stock

 

March 21, 2024

 

April 5, 2024

 

April 15, 2024

 

 

—

 

 

 

2

 

 

 

June 11, 2024

 

June 28, 2024

 

July 15, 2024

 

 

—

 

 

 

3

 

 

 

August 13, 2024

 

September 16, 2024

 

October 15, 2024

 

 

—

 

 

 

2

 

 

 

December 3, 2024

 

December 17, 2024

 

January 15, 2025

 

 

—

 

 

 

3

 

 

 

 

 

 

 

 

 

 

 

 

 

10

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common Stock

 

 

 

 

 

 

 

 

 

 

 

 

Regular Dividend

 

March 7, 2024

 

March 21, 2024

 

April 5, 2024

 

 

46.00

 

 

 

9,938

 

 

 

August 13, 2024

 

August 27, 2024

 

September 11, 2024

 

 

50.00

 

 

 

10,803

 

 

 

 

 

 

 

 

 

 

 

 

 

20,741

 

Charged to retained earnings

 

 

 

 

 

 

 

 

 

 

 

20,800

 

(1) Dividends were declared based on the total amount subscribed.

December 31, 2023

 

 

 

Date

 

Amount

 

Class

 

Approved

 

Record

 

Payable

 

Per Share

 

 

Total

 

 

 

 

 

 

 

 

 

(in million pesos, except per share amounts)

 

Cumulative Non-Convertible Redeemable Preferred Stock

 

 

 

 

 

 

 

 

 

 

 

 

Series IV (1)

 

January 31, 2023

 

February 27, 2023

 

March 15, 2023

 

 

—

 

 

 

12

 

 

 

May 4, 2023

 

May 19, 2023

 

June 15, 2023

 

 

—

 

 

 

12

 

 

 

August 3, 2023

 

August 19, 2023

 

September 15, 2023

 

 

—

 

 

 

13

 

 

 

November 7, 2023

 

November 22,2023

 

December 15,2023

 

 

—

 

 

 

12

 

 

 

 

 

 

 

 

 

 

 

 

 

49

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Voting Preferred Stock

 

March 2, 2023

 

March 17, 2023

 

April 15, 2023

 

 

—

 

 

 

3

 

 

 

June 13, 2023

 

June 28, 2023

 

July 15, 2023

 

 

—

 

 

 

3

 

 

 

August 29, 2023

 

September 13, 2023

 

October 15, 2023

 

 

—

 

 

 

2

 

 

 

December 5, 2023

 

December 22, 2023

 

January 15, 2024

 

 

—

 

 

 

2

 

 

 

 

 

 

 

 

 

 

 

 

 

10

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common Stock

 

 

 

 

 

 

 

 

 

 

 

 

Regular Dividend

 

March 23, 2023

 

April 11, 2023

 

April 24, 2023

 

 

45.00

 

 

 

9,722

 

 

 

August 3, 2023

 

August 17, 2023

 

September 4, 2023

 

 

49.00

 

 

 

10,587

 

 

 

March 23, 2023

 

April 11, 2023

 

April 24, 2023

 

 

14.00

 

 

 

3,025

 

 

 

 

 

 

 

 

 

 

 

 

 

23,334

 

Charged to retained earnings

 

 

 

 

 

 

 

 

 

 

 

23,393

 

(1) Dividends were declared based on the total amount subscribed.

Our dividends declared after December 31, 2025 are detailed as follows:

 

 

 

Date

 

Amount

 

Class

 

Approved

 

Record

 

Payable

 

Per Share

 

 

Total

 

 

 

 

 

 

 

 

 

(in million pesos, except per share amounts)

 

Voting Preferred Stock

 

February 26, 2026

 

April 2, 2026

 

April 15, 2026

 

 

—

 

 

 

2

 

 

 

 

 

 

 

 

 

 

 

 

 

2

 

Cumulative Non-Convertible
    Redeemable Preferred Stock

 

 

 

 

 

 

 

 

 

 

 

 

Series IV (1)

 

January 27, 2026

 

February 10, 2026

 

March 15, 2026

 

 

—

 

 

 

12

 

 

 

 

 

 

 

 

 

 

 

 

 

12

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common Stock

 

 

 

 

 

 

 

 

 

 

 

 

Regular Dividend

 

February 26, 2026

 

March 26, 2026

 

April 16, 2026

 

 

46

 

 

 

9,939

 

 

 

 

 

 

 

 

 

 

 

 

 

9,939

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Charged to retained earnings

 

 

 

 

 

 

 

 

 

 

 

9,953

 

(1) Dividends were declared based on the total amount subscribed.

Noncontrolling Interests – Perpetual Notes

Smart issued Php2,610 million and Php1,590 million perpetual notes on March 3, 2017 and March 6, 2017, respectively, under two Notes Facility Agreements dated March 1, 2017 and March 2, 2017, respectively. Proceeds from the issuance of these notes were used to finance capital expenditures. The notes have no fixed redemption dates. The transaction costs amounting to Php34 million were accounted for as a deduction from the perpetual notes. The notes are subordinated to and rank junior to all senior loans of Smart. In accordance with IAS 32, Financial Instruments: Presentation, the notes are classified as part of Smart’s equity and recorded as noncontrolling interests in PLDT’s consolidated financial statements.

Smart paid distributions amounting to Php59 million and Php236 million as at December 31, 2024 and 2023, respectively. On March 3, 2024 and March 6, 2024, Smart fully redeemed its Perpetual Notes amounting to Php2,610 million and Php1,590 million, respectively.

Retained Earnings Available for Dividend Declaration

As at December 31, 2025, Parent Company’s unappropriated retained earnings available for dividends amounted to Php24,655 million.