SECURITIES AND EXCHANGE COMMISSIONSEC FORM 17-C

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)

May 21, 2024

2. SEC Identification Number

12397

3. BIR Tax Identification No.

000107026000

4. Exact name of issuer as specified in its charter

PHINMA Corporation

5. Province, country or other jurisdiction of incorporation

Makati City, Philippines

6. Industry Classification Code(SEC Use Only)

7. Address of principal office

Level 12 PHINMA Plaza, 39 Plaza Drive, Rockwell Center, Makati City Postal Code 1210

8. Issuer's telephone number, including area code

(632)8-8700100

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	286,325,265

11. Indicate the item numbers reported herein

-

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.

Phinma CorporationPHN

PSE Disclosure Form 4-30 - Material Information/Transactions References: SRC Rule 17 (SEC Form 17-C) and
Sections 4.1 and 4.4 of the Revised Disclosure Rules

Subject of the Disclosure
PHINMA Education Holdings, Inc., Phoenix Investments II Pte. Ltd and Rise Edu Pte. Ltd sign Investment Agreement
Background/Description of the Disclosure
PHINMA Education Holdings, Inc. (the Company) signed today, May 21, 2024, an Investment Agreement (Investment Agreement) with (i) Phoenix Investments II Pte. Ltd, an investment vehicle of funds managed by KKR (KKR), a leading global investment firm, and (ii) Rise Edu Pte. Ltd., an investment vehicle of funds managed by Kaizenvest (Kaizenvest III), an education-focused private equity fund focused on emerging markets in South and South-East Asia. The Investment Agreement relates to the issuance amounting to Php 4.5 billion of newly issued shares by the Company (Primary Transaction). Concurrently, funds managed by KKR have entered into an agreement to acquire all of the shares in the Company owned, directly or indirectly, by Asian Development Bank (ADB), Nederlandse Financierings- Maatschappij voor Ontwikkelingslanden N.V. (FMO), and Kaizen Private Equity II Pte. Ltd. (Kaizenvest II), who all invested in the Company in 2019 (Secondary Transaction). Following completion of the Primary Transaction and Secondary Transaction mentioned above, funds managed by KKR and Kaizenvest III will respectively own, directly or indirectly, a 30.67% and 3.73% stake in the Company. Meanwhile, ADB, FMO and Kaizenvest II will no longer be, directly or indirectly, shareholders of the Company. The signing of the Investment Agreement follows the approval of the Executive Committee on May 13, 2024, upon authority granted by the Board of Directors of PHINMA Corporation during its meeting held on April 23, 2024. Under the Investment Agreement, KKR will be entitled to three (3) members of the Board out of the eleven (11) Directors of PEHI. Upon closing of the transactions mentioned above (which are subject to the fulfillment of certain closing conditions including clearance by the Philippine Competition Commission), PHINMA Corporation will remain as the majority shareholder of the Company. PHINMA Corporation has waived its rights in relation to the offering and issuance of new shares pursuant to the Investment Agreement.
Other Relevant Information
The Company is currently a 75.01%-owned subsidiary of PHINMA Corporation, which holds its investments in the education sector.