CURRENT REPORT UNDER SECTION 17 OF THE SECURITIES REGULATION CODE AND SRC RULE 17.2(c) THEREUNDER
1. Date of Report (Date of earliest event reported)
Jul 15, 2026
2. SEC Identification Number
ASO96-005555
3. BIR Tax Identification No.
000-188-209-000
4. Exact name of issuer as specified in its charter
Philippine National Bank
5. Province, country or other jurisdiction of incorporation
Philippines
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
PNB Financial Center, President Diosdado Macapagal Boulevard, Pasay City, Metro ManilaPostal Code1300
8. Issuer's telephone number, including area code
(632) 8526-3131 to 70
9. Former name or former address, if changed since last report
Not Applicable
10. Securities registered pursuant to Sections 8 and 12 of the SRC or Sections 4 and 8 of the RSA
Title of Each Class
Number of Shares of Common Stock Outstanding and Amount of Debt Outstanding
Common Shares
1,525,764,850
11. Indicate the item numbers reported herein
Item 9
The Exchange does not warrant and holds no responsibility for the veracity of the facts and representations contained in all corporate disclosures, including financial reports. All data contained herein are prepared and submitted by the disclosing party to the Exchange, and are disseminated solely for purposes of information. Any questions on the data contained herein should be addressed directly to the Corporate Information Officer of the disclosing party.
Philippine National BankPNB
PSE Disclosure Form 4-4 - Amendments to By-Laws References: SRC Rule 17 (SEC Form 17-C) and Section 4.4 of the Revised Disclosure Rules
Subject of the Disclosure
Amendment of the Amended By-Laws of the Philippine National Bank
Background/Description of the Disclosure
On February 28, 2025, the PNB Board of Directors approved and confirmed the amendment of Section 5.8 of the PNB Amended By-Laws on Per Diem of Directors in compliance with the provisions of the Revised Corporation Code of the Philippines and other applicable laws and regulations, subject to shareholder and regulatory approvals.
We trust you will take note accordingly. Thank you.
Date of Approval by Board of Directors
Feb 28, 2025
Date of Approval by Stockholders
Apr 29, 2025
Other Relevant Regulatory Agency, if applicable
Bangko Sentral ng Pilipinas
Date of Approval by Relevant Regulatory Agency, if applicable
Feb 23, 2026
Date of Approval by Securities and Exchange Commission
Jul 13, 2026
Date of Receipt of SEC approval
Jul 15, 2026
Amendment(s)
Article and Section Nos.
From
To
Article V, Section 5.8
Section 5.8. Compensation. Directors, as such, shall receive such compensation for their services as may from time to time be fixed by the stockholders subject to the limitations set forth in Section 30 of the Corporation Code. Each director shall also be entitled to a reasonable per diem, as may be determined by the Board.
Section 5.8. Per Diem. Each director, except for the President, shall be entitled to reasonable per diem pursuant to Section 29 of the Revised Corporation Code, which the President is authorized to fix and/or increase based on industry practice, performance of the Bank, or other analogous factors.
Rationale for the amendment(s)
The proposed amendment will ensure alignment of the Bank's Amended By-Laws with the provisions of the Revised Corporation Code of the Philippines and other applicable laws and regulations, and enhance the Bank's overall corporate governance practices.
The timetable for the effectivity of the amendment(s)
Expected date of filing the amendments to the By-Laws with the SEC
May 29, 2026
Expected date of SEC approval of the Amended By-Laws
Jul 13, 2026
Effect(s) of the amendment(s) to the business, operations and/or capital structure of the Issuer, if any
None.
Other Relevant Information
The disclosure was amended to update the following:
1. Date of Approval by Securities and Exchange Commission; 2. Date of Receipt of SEC Approval; and 3. Expected date of SEC approval of the Amended By-Laws.
Philippine National BankPNB