C06566-2025

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)
Sep 10, 2025
2. SEC Identification Number
AS094-000088
3. BIR Tax Identification No.
003-058-789
4. Exact name of issuer as specified in its charter
SM Prime Holdings, Inc.
5. Province, country or other jurisdiction of incorporation
Philippines
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
7/F MOA Square, Seashell Lane cor. Coral Way, Mall of Asia Complex, Brgy. 76 Zone 10, CBP 1-A, Pasay City, Metro Manila, Philippines Postal Code 1300
8. Issuer's telephone number, including area code
(632) 8831-1000
9. Former name or former address, if changed since last report
N/A
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 STOCK, P1 PAR VALUE 28,871,122,694
DEBT SECURITIES - RETAIL BOND 141,458,500,000
11. Indicate the item numbers reported herein
ITEM # 9, LETTER B

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.

SM Prime Holdings, Inc.SMPH

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

SM Prime Prices Debut USD 350 Million Debt Notes on Singapore Exchange
Background/Description of the Disclosure

PASAY CITY, Philippines, 10 Sep 2025 – SM Prime Holdings, Inc. (SM Prime) successfully priced a USD 350 million drawdown from its USD 3 billion multi-issuer Euro Medium-Term Note (EMTN) program established in May 2024. The notes will be listed on the Singapore Exchange Securities Trading Limited (“SGX-ST”).

The issuance was almost 3x oversubscribed, with final demand reaching over USD 990 million. This issuance marks SM Prime’s inaugural USD-denominated debt offering in the bond market, and represents the second drawdown under the multi-issuer EMTN program with SM Investments Corporation.

“Through this latest drawdown, we are able to tap the market at an opportune time to support our future projects and strategic initiatives,” said Jeffrey C. Lim, President of SM Prime. “The continued interest from global investors underscores their sustained confidence in our long-term growth prospects.”

John Nai Peng C. Ong, Chief Finance Officer of SM Prime, added, “SM Prime posted record revenues of PHP140 billion in 2024, and we aim to build on this momentum. This issuance will support our commitment to sustainable growth and continued contribution to the nation’s progress.”

The notes have coupon rate of 4.75%, which feature the lowest coupon for such an issuance since September 2020.

The 5-Year Notes were distributed to high-quality global accounts. By geography, the 5-Year Notes were distributed 91% to Asia, and 9% to EMEA. By investor type, the 5-Year Notes were distributed 80% to Fund Managers, 12% to Banks, 4% to Private Banks, 3% to Financial Institutions and 1% to Insurers.

Issued by SM Prime’s wholly owned subsidiary, SMPHI SG Holdings Pte. Ltd, the notes are guaranteed by SM Prime. HSBC, J.P. Morgan, Standard Chartered Bank and UBS acted as Joint Lead Managers and Joint Bookrunners, alongside BDO Capital and Chinabank Capital as Joint Domestic Managers.

The net proceeds from the EMTN issue will be allocated for general corporate purposes.

For further details on SM Prime and its recent bond issuance, please visit https://www.smprime.com

About SM Prime

SM Prime is one of the largest integrated property developers in Southeast Asia that offers innovative and sustainable lifestyle cities with the development of malls, residences, offices, hotels and convention centers. It is also the largest, in terms of asset, in the Philippines.

SM Prime was incorporated in the Philippines in 1994. They started as a mall developer and operator and grew to be the biggest retail shopping center developer and operator in the Philippines. Currently, it has 88 malls in the Philippines and 8 shopping malls in China, totaling 11.2 million square meters of Gross Floor Area (GFA). In the Philippines, they have a total of 22,192 tenants and 2,005 tenants in China as of June 2025.
Other Relevant Information

N/A
Filed on behalf by:
Name Hermie Lyn Bacala
Designation Assistant Manager