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 16, 2025

2. SEC Identification Number

152747

3. BIR Tax Identification No.

000-153-790-000

4. Exact name of issuer as specified in its charter

Ayala Land, Inc.

5. Province, country or other jurisdiction of incorporation

Metro Manila

6. Industry Classification Code(SEC Use Only)

7. Address of principal office

31F Tower One and Exchange Plaza, Ayala Triangle, Ayala Avenue, Makati City Postal Code 1227

8. Issuer's telephone number, including area code

+632 7908 3111

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	14,413,808,449
Preferred Shares	12,442,328,397

11. Indicate the item numbers reported herein

Item 9 - Other Matters

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.

Ayala Land, Inc.ALI

PSE Disclosure Form 4-2 - Acquisition/Disposition of Shares of Another Corporation
References: SRC Rule 17 (SEC Form 17-C) and
Section 4.4 of the Revised Disclosure Rules

Subject of the Disclosure
Sale of 50% stake of Ayala Land, Inc. (ALI) in Alabang Commercial Corporation (ACC) to Francisco M. Bayot, Jr.
Background/Description of the Disclosure
Please be informed that on December 15, 2025, ALI signed a share purchase agreement (SPA) with Francisco M. Bayot, Jr. for the latter to acquire all of ALI’s share with ACC.

Date of Approval by Board of Directors	Dec 12, 2025

Rationale for the transaction including the benefits which are expected to be accrued to the Issuer as a result of the transaction
The transaction allows ALI to recognize gains from the sale and monetize its stake in Alabang Town Center. Proceeds from the sale will fuel further growth in our Leasing portfolio and provide our stakeholders with return of capital.

Details of the acquisition or disposition

Date	Dec 15, 2025

Manner
ALI signed a share purchase agreement (SPA) with Francisco M. Bayot Jr. divesting its 408,504 shares with ACC.
Description of the company to be acquired or sold
ACC is a domestic corporation that owns and operates Alabang Town Center, a shopping mall located in Muntinlupa City.

The terms and conditions of the transaction

Number of shares to be acquired or disposed	408,504
Percentage to the total outstanding shares of the company subject of the transaction	50
Price per share	33,047.41

Nature and amount of consideration given or received
Consideration for shares to be paid in 3 equal installments
Principle followed in determining the amount of consideration
Arms-length negotiations
Terms of payment
Three equal installment payments due on or before December 22, 2025, December 15, 2026 and December 15, 2027.
Conditions precedent to closing of the transaction, if any
Customary conditions
Any other salient terms
N/A

Identity of the person(s) from whom the shares were acquired or to whom they were sold

Name	Nature of any material relationship with the Issuer, their directors/ officers, or any of their affiliates
Francisco M. Bayot Jr.	Director of ACC

Effect(s) on the business, financial condition and operations of the Issuer, if any
None
Other Relevant Information
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