C08521-2025

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)
Dec 5, 2025
2. SEC Identification Number
39121
3. BIR Tax Identification No.
000-141-527-000
4. Exact name of issuer as specified in its charter
PHILWEB CORPORATION
5. Province, country or other jurisdiction of incorporation
Philippines
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
41st Floor, One San Miguel Avenue Condominium, San Miguel Avenue corner Shaw Boulevard, Ortigas Center, Pasig City, Philippines Postal Code 1600
8. Issuer's telephone number, including area code
+63288454171
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 Shares 1,435,776,680
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.

PhilWeb CorporationWEB

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

Signing of Share Purchase Agreement
Background/Description of the Disclosure

PhilWeb Corporation (the “Corporation”) was advised by its principal shareholder, Gregorio Araneta Inc. (“GAINC”), that it had entered into a Share Purchase Agreement (“SPA”) on 8 October 2025 with Nexora Holdings Inc. (“NHI”) and Velora Holdings Inc. (“VHI”) (collectively, the “Buyers”) for the sale of GAINC’s aggregate shareholding in the Corporation, representing fifty-seven percent (57%) of its issued and outstanding common shares.

The Corporation subsequently received from GAINC a Notice of Amendment to the Share Purchase Agreement in Relation to the Sale of Shareholding in PhilWeb Corporation, advising that on 5 December 2025, GAINC executed an amendment to the SPA (the “Amended SPA”).

Under the Amended SPA, the transfer of the same fifty-seven percent (57%) shareholding, equivalent to Eight Hundred Twenty-Nine Million Five Hundred Seventy-Four Thousand Five Hundred Thirty-Four (829,574,534) common shares, shall be effected for a total consideration of Php 1,800,176,348.18, or Php 2.17 per share, and shall be implemented in two tranches, as follows:

(a) Tranche A, comprising 488,164,071 common shares, representing thirty-four percent (34%) of the Corporation’s issued and outstanding stock, to be transferred to NHI.

(b) Tranche B, comprising 341,410,283 common shares, representing twenty-three and seventy-eight hundredths percent (23.78%) of the Corporation’s issued and outstanding stock, to be transferred to NHI and VHI.
Other Relevant Information

The Buyers are domestic holding companies duly organized and existing under Philippine law, established to acquire, hold, own, dispose of, exchange, or otherwise invest in securities, properties, and related assets, with full rights of ownership, including voting rights. None of the Buyers is engaged in securities brokering, portfolio management for third-party clients, public solicitation of investments, or the issuance of investment contracts.

As the transfer of the Tranche B shares would result in the Buyers collectively holding more than fifty percent (50%) of the outstanding voting shares of a public company, the Securities Regulation Code and its Implementing Rules and Regulations require the Buyers to conduct a mandatory tender offer to all remaining shareholders prior to the completion of the transfer of the Tranche B shares, and within the period prescribed by law.
Filed on behalf by:
Name Maria Anna Cristina De Jesus
Designation Assistant Vice President