Pembina Pipeline (PBA) wins approval to renew 5% share repurchase program
Filing Impact
Filing Sentiment
Form Type
6-K
Rhea-AI Filing Summary
Pembina Pipeline Corporation is renewing its normal course issuer bid, allowing it to repurchase up to five percent, or 29,071,759, of its 581,435,185 issued and outstanding common shares. The program runs from May 19, 2026 until May 18, 2027 or earlier if the limit is reached.
Repurchased shares will be cancelled. Purchases may occur on the TSX, NYSE or alternative trading systems under TSX rules and U.S. Rule 10b-18, with a daily TSX limit of 693,233 shares. Pembina’s decision to buy shares will depend on financial performance, excess cash after dividends and capital spending, and comparisons with other uses of cash such as new investments or debt reduction.
The prior buyback program, which also allowed purchases of up to 29,045,408 shares and expires May 15, 2026, saw no shares repurchased. Management views buybacks as a potential way to deploy capital when the share price does not reflect underlying value.
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Insights
Pembina renews a 5% share repurchase program, but execution is optional and contingent.
Pembina Pipeline secured TSX approval to renew a normal course issuer bid covering up to 29,071,759 common shares, equal to five percent of its 581,435,185 shares outstanding as of May 5, 2026. Any shares repurchased will be cancelled, which would modestly reduce share count.
The company frames buybacks as one possible use of capital when the market price appears below underlying value. Management will weigh repurchases against dividends, capital projects and debt reduction, within stated financial guardrails. This keeps flexibility high but offers no commitment to a specific buyback pace.
The prior NCIB of up to 29,045,408 shares resulted in no repurchases, underscoring that approval alone does not indicate future activity. Actual impact will depend on how often Pembina uses the program between May 19, 2026 and May 18, 2027, and on available discretionary cash flow.
Key Figures
Maximum repurchase size: 29,071,759 shares
Shares outstanding: 581,435,185 shares
Program period: May 19, 2026–May 18, 2027
+4 more
7 metrics
Maximum repurchase size
29,071,759 shares
Five percent of issued and outstanding common shares under renewed NCIB
Shares outstanding
581,435,185 shares
Common shares issued and outstanding as of May 5, 2026
Program period
May 19, 2026–May 18, 2027
Authorized duration of renewed normal course issuer bid
Average daily trading volume
2,772,935 shares
Six-month average on TSX from Nov 1, 2025 to Apr 30, 2026
Daily TSX repurchase cap
693,233 shares
25% of six-month average daily trading volume, excluding block exceptions
Prior NCIB authorization
29,045,408 shares
Maximum shares under prior normal course issuer bid expiring May 15, 2026
Shares repurchased under prior NCIB
0 shares
Common shares bought back before expiry of the prior program
Key Terms
normal course issuer bid, Rule 10b-18, financial guardrails, alternative trading systems, +1 more
5 terms
normal course issuer bid financial
"the TSX has approved the renewal of Pembina's normal course issuer bid (the "NCIB") to purchase up to five percent"
A Normal Course Issuer Bid is when a company buys back its own shares from the stock market over time. This usually shows that the company believes its stock is undervalued and wants to support its price, which can be important for investors to watch.
Rule 10b-18 regulatory
"The NCIB will be effected in accordance with the TSX's normal course issuer bid rules and/or Rule 10b-18 under the U.S. Securities Exchange Act"
Rule 10b-18 is a regulation that sets strict rules for how a company's executives and employees can buy back their own company's stock from the market. It helps ensure that these buybacks happen in a fair and transparent way, reducing the chance of market manipulation. This is important for investors because it offers protection against unfair practices and promotes confidence in the integrity of the stock market.
financial guardrails financial
"These factors include Pembina's financial performance and flexibility in the context of its financial guardrails"
alternative trading systems market
"purchases of common shares may be made through the facilities of the TSX, the New York Stock Exchange and/or alternative trading systems"
Alternative trading systems are private, non-exchange platforms run by broker-dealers that match buyers and sellers of stocks and other securities, usually using electronic order matching. Think of them as a farmers’ market alternative to a big supermarket: they can offer different fees, faster or anonymous trading, and specialized order types. Investors care because these venues affect price, liquidity and the transparency of where and how their trades are executed.
block purchases market
"subject to certain exceptions for block purchases, based on the average daily trading volumes of Pembina's common shares"
A block purchase is a large, privately negotiated trade of shares or bonds executed between institutions or big investors outside the regular public market. Think of it like buying a pallet of goods at once instead of individual items; it lets buyers and sellers move big positions with less public price disruption, but it can still signal shifting ownership and affect market liquidity and investor perceptions of demand for the security.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of May, 2026
Commission File Number: 001-35563
PEMBINA PIPELINE CORPORATION
(Name of registrant)
4000, 585 8th Avenue S.W.
Calgary, Alberta T2P 1G1
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
o Form 20-F | x Form 40-F | ||||||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| PEMBINA PIPELINE CORPORATION | |||||||||||
| Date: | May 13, 2026 | By: | /s/ Cameron J. Goldade | ||||||||
| Name: Cameron J. Goldade | |||||||||||
| Title: Chief Financial Officer | |||||||||||
Form 6-K Exhibit Index
| Exhibit Number | Document Description | |||||||
| 99.1 | News Release dated May 13, 2026 | |||||||
Pembina Pipeline Announces Renewal of Share
Repurchase Program
CALGARY, ALBERTA, May 13, 2026 – Pembina Pipeline Corporation ("Pembina" or the "Company") (TSX: PPL; NYSE: PBA) announced today that the Toronto Stock Exchange (the "TSX") has approved the renewal of Pembina's normal course issuer bid (the "NCIB") to purchase up to five percent of its issued and outstanding common shares.
Under the NCIB, purchases of common shares may be made through the facilities of the TSX, the New York Stock Exchange and/or alternative trading systems, commencing on May 19, 2026 and expiring on the earlier of May 18, 2027 and the date on which Pembina has acquired the maximum number of common shares allowable under the NCIB or the date on which Pembina otherwise decides not to make any further repurchases under the NCIB. As of May 5, 2026, Pembina had 581,435,185 common shares issued and outstanding and is therefore permitted to repurchase up to 29,071,759 common shares, being five percent of its issued and outstanding common shares, pursuant to the NCIB. Common shares purchased under the NCIB will be cancelled.
Pembina believes that, from time to time, the market price of its common shares may not adequately reflect their underlying value and the repurchase of common shares for cancellation may represent an attractive use of the Company's financial resources. The actual number of common shares that may be purchased, if any, the timing of any such purchases, and the price at which the common shares are acquired will be determined based on a number of factors. These factors include Pembina's financial performance and flexibility in the context of its financial guardrails, the availability of discretionary cash flow in excess of dividend and capital funding requirements, and the risk-adjusted returns of repurchasing common shares compared to other uses of cash, including accretive capital investment opportunities and debt reduction.
The NCIB will be effected in accordance with the TSX's normal course issuer bid rules and/or Rule 10b-18 under the U.S. Securities Exchange Act of 1934, as amended, which contain restrictions on the manner and timing of repurchases, as well as the number of common shares that may be purchased on a single day, subject to certain exceptions for block purchases, based on the average daily trading volumes of Pembina's common shares on the applicable exchange. Subject to exceptions for block purchases, Pembina will limit daily purchases of common shares on the TSX in connection with the NCIB to no more than 25 percent (693,233 common shares) of the six-month average daily trading volume of the common shares on the TSX from November 1, 2025 to April 30, 2026 (2,772,935 common shares) during any trading day. Purchases under the NCIB will be made through open market purchases at the prevailing market price.
Pembina has entered into an automatic purchase plan with a broker which will enable Pembina to provide standard instructions and purchase common shares on the open market during self-imposed blackout periods. Outside of these blackout periods, common shares may be purchased in accordance with management's discretion.
Pembina's prior NCIB for the purchase of up to 29,045,408 common shares will expire on May 15, 2026. Under its prior NCIB, Pembina repurchased no common shares.
About Pembina
Pembina Pipeline Corporation is a leading energy transportation and midstream service provider that has served North America's energy industry for more than 70 years. Pembina owns an extensive network of strategically located assets, including hydrocarbon liquids and natural gas pipelines, gas gathering and processing facilities, oil and natural gas liquids infrastructure and logistics services, and an export terminals business. Through our integrated value chain, we seek to provide safe and reliable energy solutions that connect producers and consumers across the world, support a more sustainable future and benefit our customers, investors, employees and communities. For more information, please visit www.pembina.com.
Purpose of Pembina: We deliver extraordinary energy solutions so the world can thrive.
Pembina is structured into three Divisions: Pipelines Division, Facilities Division and Marketing & New Ventures Division.
Pembina's common shares trade on the Toronto and New York stock exchanges under PPL and PBA, respectively. For more information, visit www.pembina.com.
Forward-Looking Information and Statements
This news release contains certain forward-looking statements and forward-looking information (collectively, "forward-looking statements"), including forward-looking statements within the meaning of the "safe harbor" provisions of applicable securities legislation, that are based on Pembina's current expectations, estimates, projections and assumptions in light of its experience and its perception of historical trends. In some cases, forward-looking statements can be identified by terminology such as "continue", "anticipate", "will", "expects", "estimate", "potential", "planned", "future", "outlook", "strategy", "project", "plan", "commit", "maintain", "focus", "ongoing", "believe" and similar expressions suggesting future events or future performance.
In particular, this news release contains forward-looking statements pertaining to, without limitation, Pembina's intention to commence the NCIB and the timing, methods and quantity of any purchases of common shares under the NCIB.
The forward-looking statements are based on certain assumptions that Pembina has made in respect thereof as at the date of this news release regarding, among other things: prevailing commodity prices, margins, volumes and exchange rates; that Pembina's businesses will continue to achieve sustainable financial results and that future results of operations will be consistent with past performance and management expectations in relation thereto; the availability and sources of capital; future operating costs; ongoing utilization and future expansions; the ability to reach required commercial agreements; and the ability to obtain required regulatory approvals.
Although Pembina believes the expectations and material factors and assumptions reflected in these forward-looking statements are reasonable as of the date hereof, there can be no assurance that these expectations, factors and assumptions will prove to be correct. These forward-looking statements are not guarantees of future performance and are subject to a number of known and unknown risks and uncertainties that could cause actual events or results to differ materially, including, but not limited to: the regulatory environment and decisions, including the outcome of regulatory hearings, and Indigenous and landowner consultation requirements; the impact of competitive entities and pricing; reliance on third parties to successfully operate and maintain certain assets; reliance on key relationships, joint venture partners and agreements; labour and material shortages; the strength and operations of the oil and natural gas production industry and related commodity prices; non-performance or default by counterparties to agreements which Pembina or one or more of its affiliates has entered into in respect of its business; actions by governmental or regulatory authorities, including changes in tax laws and treatment, the imposition of new tariffs, changes in royalty rates, changes in regulatory processes or increased environmental regulation; the ability of Pembina to acquire or develop the necessary infrastructure in respect of future development projects; fluctuations in operating results; adverse general economic and market conditions, including potential recessions in Canada, North America and worldwide resulting in changes, or prolonged weaknesses, as applicable, in interest rates, foreign currency exchange rates, inflation rates, commodity prices, supply/demand trends and overall industry activity levels; constraints on, or the unavailability of, adequate supplies, infrastructure or labour; the political environment in North America and elsewhere, including changes in trade relations between Canada and the U.S., and public opinion thereon; the ability to access various sources of debt and equity capital; adverse changes in credit ratings; counterparty credit risk; technology and cyber security risks; natural catastrophes; and certain other risks detailed in Pembina's Annual Information Form and
Management's Discussion and Analysis, each dated February 26, 2026 for the year ended December 31, 2025, and from time to time in Pembina's public disclosure documents available at www.sedarplus.ca, www.sec.gov and through Pembina's website at www.pembina.com.
This list of risk factors should not be construed as exhaustive. Readers are cautioned that events or circumstances could cause actual results to differ materially from those predicted, forecasted or projected. The forward-looking statements contained in this news release speak only as of the date hereof. Pembina does not undertake any obligation to publicly update or revise any forward-looking statements or information contained herein, except as required by applicable laws. The forward-looking statements contained in this news release are expressly qualified by this cautionary statement.
For further information:
Investor Relations
(403) 231-3156
1-855-880-7404
investor-relations@pembina.com
www.pembina.com
FAQ
What did Pembina Pipeline (PBA) announce in this Form 6-K?
Pembina Pipeline announced TSX approval of a renewed normal course issuer bid to repurchase up to five percent of its issued and outstanding common shares. Any shares bought back under this program will be cancelled, potentially reducing the share count over the authorization period.
Did Pembina Pipeline use its prior normal course issuer bid?
Pembina’s prior normal course issuer bid, authorizing repurchases of up to 29,045,408 common shares and expiring May 15, 2026, resulted in no shares being repurchased. This shows that authorization alone does not ensure buyback activity during the program’s term.