[6-K] PRUDENTIAL PLC ADS (REP 2 ORD SHARES) Current Report (Foreign Issuer)

Rhea-AI Filing Summary

Triumph Group (TGI) has filed a Form 10-K/A to supply Items 10-14 (governance, director & executive compensation, auditor fees) that were omitted from its 28 May 2025 Form 10-K. No new financial statements are presented.

Board structure: nine directors, eight independent; Neal Keating serves as Lead Independent Director. Audit Committee comprises four independent members; Patrick Allen and Daniel Garton qualify as SEC “financial experts”.

FY 2025 pay highlights (year-end 31 Mar 25): CEO Daniel Crowley earned $6.4 m (+14 % YoY) on a $975k salary, $1.9 m cash bonus and $3.4 m in equity. Company performance exceeded targets—Adjusted EBITDAP $215 m vs $193 m (179 % payout factor) and free cash flow $33 m vs $25 m (133 %); overall AIP paid at 145 % of target. Other NEOs received $2.8 m-$0.6 m.

Incentive design: cash AIP up to 200 % of target; LTI mix 70 % PSUs (3-yr EBITDAP %-of-sales & CAGR, TSR modifier) and 30 % RSUs. Stock-ownership guidelines: 6× salary for CEO, 3× CFO. Mandatory Dodd-Frank clawback policy implemented.

Severance & retention: Change-in-control severance equals 3× salary+bonus for CEO, 2× for other NEOs; general severance 2×/1×. November 2024 retention agreements grant one-times-salary bonuses to four executives, vesting 50 % at nine and 18 months.

Except for these governance and compensation disclosures, the amendment leaves the original 10-K unchanged.

Positive

• Operational out-performance: FY25 Adjusted EBITDAP and FCF exceeded targets, driving 145 % incentive payout.
• High board independence: 8 of 9 directors are independent; two qualify as financial experts.
• Governance enhancements: stock-ownership guidelines, Dodd-Frank compliant clawback and double-trigger CIC terms implemented.
• Transparent disclosure: full compensation tables and severance terms improve visibility for investors.

Negative

• Rising executive pay: CEO compensation up 14 % YoY to $6.4 m despite continued turnaround phase.
• Retention bonuses: new cash awards equal to one year’s salary may be viewed as shareholder-unfriendly.
• Generous severance: up to 3× salary+bonus on CIC plus immediate vesting of equity increases potential cost.
• Dilution risk: 244 k PSUs and 117 k RSUs granted in FY25 add share overhang.

Insights

Corporate Governance Analyst

TL;DR – Amendment adds governance & pay data; no financial revisions, impact largely reputational.

The 10-K/A fills the proxy gap by detailing Triumph’s board makeup, committee independence and full executive compensation tables. From a governance standpoint the company scores well on board independence and adoption of an SEC-compliant clawback, yet investor scrutiny may rise over rising CEO pay, retention bonuses and generous 3× CIC severance. Performance metrics beat targets, justifying higher bonuses, but cash/stock awards totalling 0.3 m shares add dilution. Because no operational figures change, market impact is modest; nevertheless, pay-for-performance alignment and disclosure transparency are positives while cost of leadership retention remains a watch-item.

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 July, 2025

PRUDENTIAL PUBLIC LIMITED COMPANY

(Translation of registrant's name into English)

 

13/F, One International Finance Centre,

1 Harbour View Street, Central,

Hong Kong, China 

(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 the registrant by furnishing the information

contained in this Form 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-

PRUDENTIAL PLC

Transaction in own shares

Prudential plc ("Prudential" or the "Company") announces it has purchased the following number of its ordinary shares of 5 pence each from Merrill Lynch International ("MLI") in accordance with the authority granted by shareholders at the Company's 2025 Annual General Meeting under the arrangement entered into with MLI announced on 1 July 2025.

Date of purchase:		22 July 2025
Aggregate number of ordinary shares purchased:			327,217
Lowest price paid per share:		£	9.1100
Highest price paid per share:		£	9.2020
Average price paid per share:		£	9.1525

The Company intends to cancel the repurchased shares. Following this transaction, the Company will have 2,579,923,675 shares in issue and the total number of voting rights in the Company will be 2,579,923,675. This figure may be used by shareholders as the denominator when determining whether they are required to notify their interest in, or a change to their interest in, the Company under the FCA's Disclosure Guidance and Transparency Rules.

The shares were repurchased from MLI as an on-exchange transaction subject to the Listing Rules of the London Stock Exchange and as an on-market purchase for the purposes of the Hong Kong Code on Share Buy-Backs.

Schedule of Purchases

Issuer name:	Prudential plc
ISIN:	GB0007099541
Intermediary name:	Merrill Lynch International
Intermediary code:	MLILGB3LESF
Currency:	GBP

Aggregated information

Venue	Volume-weighted average price	Aggregated volume	Lowest price paid per share	Highest price paid per share
BATS	£0.0000	0	£0.0000	£0.0000
CHI-X	£0.0000	0	£0.0000	£0.0000
London Stock Exchange	£9.1525	327,217	£9.1100	£9.2020
Turquoise	£0.0000	0	£0.0000	£0.0000
Aquis	£0.0000	0	£0.0000	£0.0000

Disaggregated information

In accordance with Article 5(1)(b) of the Market Abuse Regulation (EU) No 596/2014 (as it forms part of domestic law of the United Kingdom by virtue of the European Union (Withdrawal) Act 2018), a full breakdown of the individual trades made by MLI on behalf of the Company is available via the link below.

http://www.rns-pdf.londonstockexchange.com/rns/1304S_1-2025-7-22.pdf

This announcement will also be available on Prudential's website at: LSE - Prudential plc

2

Additional information

About Prudential plc

Prudential provides life and health insurance and asset management in 24 markets across Asia and Africa. Prudential's mission is to be the most trusted partner and protector for this generation and generations to come, by providing simple and accessible financial and health solutions. The business has dual primary listings on the Stock Exchange of Hong Kong (2378) and the London Stock Exchange (PRU). It also has a secondary listing on the Singapore Stock Exchange (K6S) and a listing on the New York Stock Exchange (PUK) in the form of American Depositary Receipts. It is a constituent of the Hang Seng Composite Index and is also included for trading in the Shenzhen-Hong Kong Stock Connect programme and the Shanghai-Hong Kong Stock Connect programme. 

Prudential is not affiliated in any manner with Prudential Financial, Inc. a company whose principal place of business is in the United States of America, nor with The Prudential Assurance Company Limited, a subsidiary of M&G plc, a company incorporated in the United Kingdom.

www.prudentialplc.com

Contact

Media			Investors/analysts
Simon Kutner	+44 7581 023260	Patrick Bowes	+852 2918 5468
Sonia Tsang	+852 5580 7525	William Elderkin	+44 20 3977 9215
		Ming Hau	+44 20 3977 9293
		Bosco Cheung	+852 2918 5499
		Tianjiao Yu	+852 2918 5487

3

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.

Date: 23 July 2025

	PRUDENTIAL PUBLIC LIMITED COMPANY
	By:	/s/ Sylvia Edwards
		Sylvia Edwards
		Deputy Group Secretary

4

FAQ

Why did Triumph Group (TGI) file a Form 10-K/A?

To add Part III information—directors, governance, executive and director compensation—originally expected to come from the proxy statement.

How much did CEO Daniel J. Crowley earn in fiscal 2025?

He received $6.40 million, including $975k salary, $1.94 m cash bonus and $3.41 m equity awards.

What performance metrics drove the 145 % annual incentive payout?

Adjusted EBITDAP of $215 m (target $193 m) and free cash flow of $33 m (target $25 m) plus strategic goals at 133 %.

What severance multiples apply under TGI’s change-in-control plan?

CEO: 3× salary+highest bonus; other NEOs: 2× salary+highest bonus, plus equity acceleration.

Did Triumph adopt a compensation clawback policy?

Yes. A mandatory Dodd-Frank clawback for executive incentive pay was adopted in FY25.

What retention payments were approved in November 2024?

The CFO, CAO, Treasurer and Controller each received a bonus equal to 1× base salary, vesting 50 % at 9 and 18 months.