PLDT (NYSE: PHI) approves Php1.215B Kayana share subscription and dividend

Rhea-AI Filing Summary

PLDT Inc. reports two key board actions. First, the board declared a cash dividend of P12,150,000.00 on all outstanding Series IV Cumulative Non-Convertible Redeemable Preferred Stock for the quarter ending March 15, 2026. The dividend is payable on March 15, 2026 to holders of record as of February 10, 2026, and is drawn from unaudited unrestricted retained earnings as of June 30, 2025, which the company states are sufficient to cover the payout.

Second, the board approved PLDT’s subscription to 1,215,000,000 additional common shares of Kayana Solutions Inc. at a price of Php1.00 per share, for a total subscription price of Php1,215,000,000.00, to be paid on a date to be agreed by the parties. Kayana is a data-powered digital experience company within the MVP Group. Even after this additional investment, PLDT’s equity ownership in Kayana is stated to remain at 45%, indicating that other shareholders are expected to participate so relative ownership stays unchanged.

Insights

Telecom and equity analyst

PLDT pairs a routine preferred dividend with a sizable intra‑group digital investment.

PLDT is maintaining predictable cash returns to holders of its Series IV preferred shares via a P12,150,000.00 quarterly dividend funded from unaudited unrestricted retained earnings as of June 30, 2025. This supports the view that these preferred distributions are currently covered by existing profits.

The board also approved subscribing to 1,215,000,000 Kayana common shares at Php1.00 each, totaling Php1,215,000,000.00, with payment timing to be agreed. Kayana is described as a data-powered digital experience company leveraging MVP Group data, and the filing notes that PLDT’s equity ownership will remain at 45% after completion, implying parallel investments by the other owners.

The company characterizes the investment as part of a collective effort to drive new growth and value opportunities within the MVP Group and states that there are no conditions precedent or other salient terms beyond definitive agreements. It also explicitly notes “None” for effects on PLDT’s business, financial condition, and operations, so the immediate impact is framed as limited, with any benefits depending on Kayana’s future performance.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 6-K

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934

For the month of January 2026

Commission File Number 1-03006

PLDT Inc.

(Exact Name of Registrant as Specified in Its Charter)

Ramon Cojuangco Building

Makati Avenue

Makati City

Philippines

(Address of principal executive offices)

(Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.)

Form 20-F  Form 40-F

(Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.)

Yes No 

(If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- ________ )

NOTE REGARDING FORWARD-LOOKING STATEMENTS

Some information in this report may contain forward-looking statements within the meaning of Section 27A of the U.S. Securities Act of 1933 and Section 21E of the U.S. Securities Exchange Act of 1934. We have based these forward-looking statements on our current beliefs, expectations and intentions as to facts, actions and events that will or may occur in the future. Such statements generally are identified by forward-looking words such as “believe,” “plan,” “anticipate,” “continue,” “estimate,” “expect,” “may,” “will” or other similar words.

A forward-looking statement may include a statement of the assumptions or bases underlying the forward-looking statement. We have chosen these assumptions or bases in good faith. These forward-looking statements are subject to risks, uncertainties and assumptions, some of which are beyond our control. In addition, these forward-looking statements reflect our current views with respect to future events and are not a guarantee of future performance. Actual results may differ materially from information contained in the forward-looking statements as a result of a number of factors, including, without limitation, the risk factors set forth in “Item 3. Key Information – Risk Factors” in our annual report on Form 20-F for the fiscal year ended December 31, 2024. You should also keep in mind that any forward-looking statement made by us in this report or elsewhere speaks only as at the date on which we made it. New risks and uncertainties come up from time to time, and it is impossible for us to predict these events or how they may affect us. We have no duty to, and do not intend to, update or revise the statements in this report after the date hereof. In light of these risks and uncertainties, you should keep in mind that actual results may differ materially from any forward-looking statement made in this report or elsewhere.

EXHIBITS

Exhibit Number		Page
	Copies of the disclosure letters that PLDT Inc. (“PLDT” or the “Company”) filed on January 27, 2026 with the Philippine Stock Exchange and the Philippine Securities and Exchange Commission in connection with the following: (a)Declaration of a cash dividend of P12,150,000.00 on all of the outstanding shares of Series IV Cumulative Non-Convertible Redeemable Preferred Stock of the Company for the quarter period ending March 15, 2026 and payable on March 15, 2026 to the holder of record as of February 10, 2026. The cash dividend was declared out of the unaudited unrestricted retained earnings of the Company as at June 30, 2025, which are sufficient to cover the total amount of the dividend declared; and (b)Approval by the Board of Directors of the Company of PLDT’s subscription to additional common shares in Kayana Solutions Inc.	10

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly authorized and caused this report to be signed on its behalf by the undersigned.

PLDT Inc.

By : /s/Mark David P. Martinez

Name : Mark David P. Martinez

Title : Assistant Corporate Secretary

Date : January 27, 2026

EXHIBITS

Exhibit Number		Page
	Copies of the disclosure letters that PLDT Inc. (“PLDT” or the “Company”) filed on January 27, 2026 with the Philippine Stock Exchange and the Philippine Securities and Exchange Commission in connection with the following: (a)Declaration of a cash dividend of P12,150,000.00 on all of the outstanding shares of Series IV Cumulative Non-Convertible Redeemable Preferred Stock of the Company for the quarter period ending March 15, 2026 and payable on March 15, 2026 to the holder of record as of February 10, 2026. The cash dividend was declared out of the unaudited unrestricted retained earnings of the Company as at June 30, 2025, which are sufficient to cover the total amount of the dividend declared; and (b)Approval by the Board of Directors of the Company of PLDT’s subscription to additional common shares in Kayana Solutions Inc.	10

January 27, 2026

The Philippine Stock Exchange, Inc.

6/F Philippine Stock Exchange Tower

28th Street corner 5th Avenue

Bonifacio Global City, Taguig City

Attention: Atty. Johanne Daniel M. Negre

Officer-in-Charge – Disclosure Department

Securities & Exchange Commission

7907 Makati Avenue, Salcedo Village,

Barangay Bel-Air, Makati City

Attention: Atty. Oliver O. Leonardo

Director – Markets and Securities Regulation Department

Dear All:

In compliance with Section 17.1 (b) of the Securities Regulation Code and SRC Rule 17.1.1.1.3(b).2, we submit herewith a copy of SEC Form 17-C regarding the declaration of a cash dividend on all outstanding shares of Series IV Cumulative Non-Convertible Redeemable Preferred Stock of PLDT Inc.

Very truly yours,

/s/Mark David P. Martinez

Mark David P. Martinez

Assistant Corporate Secretary

PLDT Inc.

COVER SHEET

SEC Registration Number
P	W	-	5	5

Company Name

P L D T I N C.

Principal Office (No./Street/Barangay/City/Town/Province)

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Form Type

Department requiring the report

Secondary License Type, If Applicable

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COMPANY INFORMATION

Company’s Email Address Company’s Telephone Number/s Mobile Number

	No. of Stockholders		Annual Meeting Month/Day		Fiscal Year Month/Day
	11,330 As of December 31, 2025		Every 2nd Tuesday of June		December 31

CONTACT PERSON INFORMATION
The designated contact person MUST be an Officer of the Corporation

Name of Contact Person		Email Address		Telephone Number/s		Mobile Number
Marilyn A. Victorio-Aquino		mvaquino@pldt.com.ph		82500254

Contact Person’s Address

MGO Building, Legaspi St. corner Dela Rosa St., Makati City

Note: In case of death, resignation or cessation of office of the officer designated as contact person, such incident shall be reported to the Commission within thirty (30) calendar days from the occurrence thereof with information and complete contact details of the new contact person designated.

SECURITIES AND EXCHANGE COMMISSION

CURRENT REPORT UNDER SECTION 17

OF THE SECURITIES REGULATION CODE

AND SRC RULE 17.1

1.January 27, 2026

Date of Report (Date of earliest event reported)

2.SEC Identification Number: PW-55

3.BIR Tax Identification No. 000-488-793

4.PLDT Inc.

Exact name of issuer as specified in its charter

5. PHILIPPINES 6.____________ (SEC Use Only)

Province, country or other jurisdiction Industry Classification Code

of Incorporation

7. Ramon Cojuangco Building, Makati Avenue, Makati City 1200

Address of principal office Postal Code

8. (632) 8250-0254

Issuer's telephone number, including area code

9. Not Applicable

Former name or former address, if changed since last report

10.Securities registered pursuant to Sections 8 and 12 of the Securities Regulation Code and Sections 4 and 8 of the Revised Securities Act

Title of Each Class Number of Shares of Common Stock Outstanding and Amount of Debt Outstanding

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11. Item 9 (Other Events)

We disclose that at the meeting of the Board of Directors of PLDT Inc. (respectively, the “Board” and the “Company”) held on January 27, 2026, the Board declared a cash dividend of P12,150,000.00 on all of the outstanding shares of Series IV Cumulative Non-Convertible Redeemable Preferred Stock of the Company for the quarter period ending March 15, 2026 and payable on March 15, 2026 to the holder of record as of February 10, 2026.

The cash dividend was declared out of the unaudited unrestricted retained earnings of the Company as at June 30, 2025, which are sufficient to cover the total amount of the dividend declared.

Pursuant to the requirements of the Securities Regulation Code, the Company has duly authorized and caused this report to be signed on its behalf by the undersigned.

PLDT Inc.

By:

/s/Mark David P. Martinez

Mark David P. Martinez

Assistant Corporate Secretary

January 27, 2026

January 27, 2026

The Philippine Stock Exchange, Inc.

6/F Philippine Stock Exchange Tower

28th Street corner 5th Avenue

Bonifacio Global City, Taguig City

Attention: Atty. Johanne Daniel M. Negre

Officer-in-Charge – Disclosure Department

Securities & Exchange Commission

7907 Makati Avenue, Salcedo Village,

Barangay Bel-Air, Makati City

Attention: Atty. Oliver O. Leonardo

Director – Markets and Securities Regulation Department

Gentlemen:

We submit herewith PSE Form 4-2 in relation to the approval by the Board of Directors of PLDT Inc. (“PLDT”) for PLDT’s subscription to additional common shares in Kayana Solutions Inc.

Very truly yours,

/s/Mark David P. Martinez

Mark David P. Martinez

Assistant Corporate Secretary

PLDT Inc.

COVER SHEET

SEC Registration Number
P	W	-	5	5

Company Name

P L D T I N C.

Principal Office (No./Street/Barangay/City/Town/Province)

R

A

M

O

N

C

O

J

U

A

N

G

C

O

B

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K

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Form Type

Department requiring the report

Secondary License Type, If Applicable

17

-

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COMPANY INFORMATION

	Company’s Email Address		Company’s Telephone Number/s		Mobile Number
			88168553

	No. of Stockholders		Annual Meeting Month/Day		Fiscal Year Month/Day
	11,330 As of December 31, 2025		Every 2nd Tuesday of June		December 31

CONTACT PERSON INFORMATION
The designated contact person MUST be an Officer of the Corporation

Name of Contact Person		Email Address		Telephone Number/s		Mobile Number
Marilyn A. Victorio-Aquino		mvaquino@pldt.com.ph		82500254

Contact Person’s Address

MGO Building, Legaspi St. corner Dela Rosa St., Makati City

Note: In case of death, resignation or cessation of office of the officer designated as contact person, such incident shall be reported to the Commission within thirty (30) calendar days from the occurrence thereof with information and complete contact details of the new contact person designated.

SECURITIES AND EXCHANGE COMMISSION

CURRENT REPORT UNDER SECTION 17

OF THE SECURITIES REGULATION CODE

AND SRC RULE 17.1

1.January 27, 2026

Date of Report (Date of earliest event reported)

2.SEC Identification Number: PW-55

3.BIR Tax Identification No. 000-488-793

4.PLDT Inc.

Exact name of issuer as specified in its charter

5. PHILIPPINES 6.____________ (SEC Use Only)

Province, country or other jurisdiction Industry Classification Code

of Incorporation

7. Ramon Cojuangco Building, Makati Avenue, Makati City 1200

Address of principal office Postal Code

8. (632) 8250-0254

Issuer's telephone number, including area code

9. Not Applicable

Former name or former address, if changed since last report

11.Securities registered pursuant to Sections 8 and 12 of the Securities Regulation Code and Sections 4 and 8 of the Revised Securities Act

Title of Each Class Number of Shares of Common Stock Outstanding and Amount of Debt Outstanding

________________________________________________________________

________________________________________________________________

________________________________________________________________

PLDT Inc.

TEL

PSE Disclosure Form 4-2 – Acquisition/Disposition of Shares of Another Corporation

References: SRC Rule 17 (SEC Form 17-C) and Section 4.4 of the Revised Disclosure Rules

Subject of the Disclosure
Approval by the Board of Directors of PLDT Inc. (“PLDT”) of PLDT’s subscription to additional common shares in Kayana Solutions Inc. (“Kayana”).
Background/Description of the Disclosure
On January 27, 2026, the PLDT Board of Directors approved PLDT’s subscription of 1,215,000,000 additional common shares in Kayana, subject to the execution of definitive agreements. Kayana is a data-powered digital experience company that harnesses the data assets of the MVP Group to deliver superior and hyper-personalized customer experience backed by insights that can positively enhance customer engagement across the MVP Group. Currently, Kayana is 45%-owned by PLDT, 27.5%-owned by Manila Electric Company (“Meralco”), and 27.5%-owned by Metro Pacific Investments Corporation (“MPIC”). After the completion of PLDT’s additional investment, PLDT’s equity ownership in Kayana will remain at 45%.
Date of Approval by Board of Directors
January 27, 2026
Rationale for the transaction including the benefits which are expected to be accrued to the Issuer as a result of the transaction
PLDT’s additional investment in Kayana is part of a collective effort to drive new opportunities for growth and value within the MVP Group.
Details of the Acquisition
Date	TBA
Manner
Please refer to “Background/Description of the Disclosure”.
Description of the company to be acquired
Please refer to “Background/Description of the Disclosure”.
Number of shares to be acquired
PLDT will subscribe to 1,215,000,000 additional common shares in Kayana, subject to the execution of definitive agreements.

Percentage to the total outstanding shares of the company subject of the transaction

After the completion of PLDT’s additional investment, PLDT’s equity ownership in Kayana will remain at 45%.

Price per share

The purchase price per share is Php1.00.

Nature and amount of consideration given or received

The total subscription price is Php1,215,000,000.00, payment of which shall be made on a date to be agreed upon by the parties.

Principle followed in determining the amount of consideration

The price per share is based on its par value of Php1.00 per share.

Terms of payment

The subscription price shall be paid on a date to be agreed upon by the parties.

Conditions precedent to closing of the transaction, if any

None.

Any other salient terms

None.

Identity of the person(s) from whom the shares were acquired or to whom they were sold

The 1,215,000,000 additional common shares will be issued by Kayana.

Nature of any material relationship with the Issuer, its directors/ officers, or any of its affiliates

Mr. Victorico P. Vargas is the Chairman of Kayana. He is the Leadership Transition Officer of PLDT.

Mr. Joseph Ian G. Gendrano is the President and Chief Executive Officer of Kayana. He is a Senior Vice President of PLDT.

Atty. Marilyn A. Victorio-Aquino is the Corporate Secretary of Kayana. She is a Director, Senior Vice President, Senior Legal Advisor to the Chairman, Privacy Head, and Corporate Secretary of PLDT.

Ms. Anna Karina V. Rodriguez is the Chief Financial Officer of Kayana. She is a First Vice President of PLDT.

Effect(s) on the business, financial condition and operations of the Issuer, if any

None.

Other Relevant Information

None.

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly authorized and caused this report to be signed on its behalf by the undersigned.

PLDT Inc.

By : /s/Mark David P. Martinez

Name : Mark David P. Martinez

Title : Assistant Corporate Secretary

Date : January 27, 2026

FAQ

What dividend did PLDT Inc. (PHI) declare on its preferred shares?

PLDT’s board declared a cash dividend of P12,150,000.00 on all outstanding Series IV Cumulative Non-Convertible Redeemable Preferred Stock for the quarter ending March 15, 2026. The dividend is payable on March 15, 2026 to shareholders of record as of February 10, 2026, from unaudited unrestricted retained earnings as of June 30, 2025.

How much is PLDT Inc. (PHI) investing in Kayana Solutions Inc.?

The board approved PLDT’s subscription to 1,215,000,000 additional common shares of Kayana at a price of Php1.00 per share. This results in a total subscription price of Php1,215,000,000.00, to be paid on a date to be agreed by the parties.

Will PLDT Inc.’s ownership percentage in Kayana change after the new share subscription?

No. The filing states that after completion of the additional investment, PLDT’s equity ownership in Kayana Solutions Inc. will remain at 45%. Kayana is currently owned 45% by PLDT, 27.5% by Meralco, and 27.5% by Metro Pacific Investments Corporation.

What is Kayana Solutions Inc. and how does it relate to PLDT Inc. (PHI)?

Kayana is described as a data-powered digital experience company that uses the MVP Group’s data assets to deliver hyper-personalized customer experiences and enhance engagement across the group. PLDT holds a 45% equity stake in Kayana and several Kayana executives also hold senior roles at PLDT, reflecting close affiliation within the MVP Group.

Does PLDT Inc. expect any effect on its business or financial condition from the Kayana investment?

In the disclosure, PLDT lists the effect on its business, financial condition and operations from the Kayana share subscription as “None.” The investment is described as part of a collective effort to drive new opportunities for growth and value within the MVP Group.

From what source is PLDT Inc. funding the declared preferred dividend?

The cash dividend of P12,150,000.00 on the Series IV preferred shares was declared out of PLDT’s unaudited unrestricted retained earnings as at June 30, 2025, which the company states are sufficient to cover the total dividend amount.