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Prudential (NYSE: PUK) sets 3-year targets for major CEO share award

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
6-K

Rhea-AI Filing Summary

Prudential plc has granted a long-term share award over 419,318 new ordinary shares to its Chief Executive Officer, Anil Wadhwani, under the Prudential Long Term Incentive Plan 2023. The award was granted on 3 June 2026 with a nil purchase price, when the closing share price was HK$112.

The award vests after three years, subject to demanding performance conditions measured over 1 January 2026 to 31 December 2028. Key metrics include cumulative New Business Profit with a threshold of US$9,630m, Gross Operating Free Surplus Generation at US$10,841m, Return on Embedded Value at 14.3%, and a relative Total Shareholder Return test against a peer group. Additional capital and transition-financing metrics carry smaller weightings, and a clawback mechanism can apply in cases such as material misstatement, misconduct, regulatory censure or corporate failure.

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CEO award size 419,318 shares New ordinary shares under PLTIP grant on 3 June 2026
Closing share price HK$112 per share Closing price on 3 June 2026, date of grant
Vesting period 3 years From date of grant under Prudential Long Term Incentive Plan 2023
NBP threshold US$9,630m Cumulative New Business Profit threshold for performance period 2026–2028
OFSG threshold US$10,841m Cumulative Gross Operating Free Surplus Generation threshold 2026–2028
RoEV threshold 14.3% Return on Embedded Value threshold over performance period
FTT capital threshold US$3.783bn Cumulative committed/invested capital for Financing the Transition metric
Shares available for plans 196,252,671 shares Maximum number available for future grants under scheme mandate
Prudential Long Term Incentive Plan 2023 financial
"under the Prudential Long Term Incentive Plan 2023 (the "PLTIP")."
New Business Profit (NBP financial
"New Business Profit (NBP) | 15% | Cumulative NBP measures the value creation"
Gross Operating Free Surplus Generation (OFSG) financial
"Gross Operating Free Surplus Generation (OFSG) | 15% | Cumulative Gross OFSG"
Return on Embedded Value (RoEV) financial
"Return on Embedded Value (RoEV) | 15% | A comprehensive performance measure"
Total Shareholder Return (TSR) financial
"Total Shareholder Return (TSR) | 40% | Measured on a ranked basis"
Total shareholder return (TSR) measures how much an investment in a company's stock has grown over a specific period by combining the change in the share price and all dividends paid, expressed as a percentage. Think of it like tracking the total balance of a savings jar that increases both from added cash (dividends) and a rising sticker price on the jar (share price); investors use TSR to compare how well different stocks or managers deliver real, money-in-hand returns.
clawback mechanism financial
"Clawback mechanism: Clawback may be applied where there are the following exceptional circumstances"
A clawback mechanism is a contractual rule that lets a company recover money or benefits it already paid — for example bonuses, incentive pay, or erroneous payouts — if certain problems later appear, such as fraud, accounting errors, or regulatory breaches. Investors care because clawbacks protect shareholder value by holding managers accountable and reducing the risk that the company must absorb losses; think of it like a security deposit that can be reclaimed if the renter causes damage.
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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 June, 2026
 
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 X           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 X
 
If "Yes" is marked, indicate below the file number assigned to the registrant
in connection with Rule 12g3-2(b): 82-
 
 
The following text is the text of an announcement released to the Stock Exchange of Hong Kong Limited on 5 June 2026 pursuant to rule 17.06A of the Rules Governing the Listing of Securities (the "Listing Rules") on the Stock Exchange of Hong Kong.
 
Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited and the Singapore Exchange Securities Trading Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.
 
GRANT OF SHARE AWARDS
 
This announcement is made pursuant to Rule 17.06A of the Rules Governing the Listing of Securities (the "Listing Rules") on The Stock Exchange of Hong Kong Limited.
 
Prudential plc ("Prudential") announces that on 3 June 2026, an award (the "Award") was granted over a total of 419,318 new ordinary shares of Prudential to Anil Wadhwani, a director and Chief Executive Officer of Prudential, under the Prudential Long Term Incentive Plan 2023 (the "PLTIP").
 
A summary is set out below:
 
Date of grant
 
:
3 June 2026
Number of shares under Award granted
 
:
419,318
Purchase price of the Award granted
 
:
Nil
Closing price of the shares on the date of grant
 
:
HK$ 112 per share
Vesting period of the Award granted
 
:
The vesting period is three years from the date of grant.
Performance targets and clawback mechanism
:
Performance Targets: The PLTIP has stretching performance conditions aligned to the strategic priorities of the Prudential Group. The performance period is 1 January 2026 - 31 December 2028.  The conditions are summarised below, with confirmation of the threshold requirements, which result in 20% of the award element vesting:
 
 
 
Performance Target
Weighting
Summary Description
 
New Business Profit (NBP)
15%
Cumulative NBP measures the value creation of writing new business and is a key metric to indicate growth. Threshold is US$9,630m.
 
Gross Operating Free Surplus Generation (OFSG)
15%
Cumulative Gross OFSG will be calculated as the operating free surplus generated within local businesses before the investment in new business and any central costs. Threshold is US$10,841m.
 
Return on Embedded Value (RoEV)
15%
A comprehensive performance measure for the Group, capturing both new business growth and the efficient management of in-force business. Threshold is 14.3%.
 
Total Shareholder Return (TSR)
40%
Measured on a ranked basis over three years relative to a peer group of 11 other insurance companies and banks. Threshold is a median ranking.
 
GIECA Measure
5%
Cumulative GIECA surplus generation. The threshold figure for this metric will be published in the Annual Report for the final year of the performance period.
 
GWS Capital Measure
5%
Cumulative GWS operating capital generation. The threshold figure for this metric will be published in the Annual Report for the final year of the performance period.
 
Financing the Transition (FTT)
5%
Cumulative committed/invested capital over the three-year performance period. Threshold is US$3.783bn. This element is subject to a Weighted Average Carbon Intensity reduction underpin which must be met before any part of the FTT element vests.
 
Total
100%
 
 
 
Clawback mechanism: Clawback may be applied where there are the following exceptional circumstances at any time before the fifth anniversary of the award date:
 
 a material misstatement in the published results of any member of the Prudential group for any period during or after the performance period (or if no performance periods are applicable, the vesting period);
 an error in the assessment of any applicable performance conditions or the determination of the number of shares subject to an award (or where such assessment was based on inaccurate or misleading information);
 gross misconduct;
 a breach by the participant of any restrictive covenants or other similar undertakings;
 where the participant has caused a material financial loss for the Prudential group as a result of (i) reckless, negligent or wilful actions or omissions; or (ii) inappropriate values or behaviour;
 where a member of the Prudential group is censured by a regulatory body or suffers significant reputational damage; and
 insolvency or corporate failure.
 
The Award has been approved by the independent non-executive directors of Prudential pursuant to Rule 17.04(1) of the Listing Rules.
 
As at the date of this announcement, the maximum number of shares available for future grant under the scheme mandate of the plan and any other plans is 196,252,671.
 
About Prudential plc
 
Prudential provides life and health insurance and asset management in Greater China, ASEAN, India 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 (HKEX: 2378) and the London Stock Exchange (LSE: PRU). It also has a secondary listing on the Singapore Stock Exchange (SGX: K6S) and a listing on the New York Stock Exchange (NYSE: 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
 
 
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: 05 June 2026
 
 
PRUDENTIAL PUBLIC LIMITED COMPANY
 
 
 
By: /s/ Sylvia Edwards
 
 
 
Sylvia Edwards
 
Deputy Group Secretary

FAQ

What share award did Prudential plc (PUK) grant to its CEO?

Prudential plc granted CEO Anil Wadhwani an award over 419,318 new ordinary shares under its 2023 long-term incentive plan. The award was granted on 3 June 2026 with a nil purchase price, subject to performance and a three-year vesting period.

What is the vesting period for Prudential plc (PUK) CEO’s new share award?

The CEO’s share award vests over a three-year period from 3 June 2026. Vesting depends on performance measured between 1 January 2026 and 31 December 2028 against financial, shareholder return and capital-related targets set by Prudential.

Which performance targets determine vesting of Prudential (PUK) CEO’s award?

Vesting depends on cumulative New Business Profit, Gross Operating Free Surplus Generation, Return on Embedded Value, relative Total Shareholder Return, and capital and transition metrics. Each has defined weightings and thresholds, with 40% linked to Total Shareholder Return versus 11 peers.

What financial thresholds are set for Prudential (PUK) CEO’s long-term incentive?

Key thresholds include cumulative New Business Profit of US$9,630m, Gross Operating Free Surplus Generation of US$10,841m, Return on Embedded Value of 14.3%, and US$3.783bn of committed or invested capital for the Financing the Transition measure.

Does Prudential plc (PUK) have clawback provisions on the CEO’s share award?

Yes. Clawback can apply up to the fifth anniversary of grant in cases like material misstatement, errors in performance assessment, gross misconduct, regulatory censure, significant reputational damage, material financial loss caused by the participant, insolvency or corporate failure.

How many shares remain available under Prudential (PUK) share plans?

As of this announcement, Prudential states that 196,252,671 shares remain available for future grants under the scheme mandate of the Prudential Long Term Incentive Plan 2023 and any other plans operated by the group.