C08846-2025

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 22, 2025
2. SEC Identification Number
31168
3. BIR Tax Identification No.
002-724-446-000
4. Exact name of issuer as specified in its charter
A BROWN COMPANY, INC.
5. Province, country or other jurisdiction of incorporation
METRO MANILA
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
Xavier Estates, Masterson Avenue, Upper Balulang, Cagayan de Oro City Postal Code 9000
8. Issuer's telephone number, including area code
Liaison Office – (02) 8631-8890 / (02) 8633-3135
9. Former name or former address, if changed since last report
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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 2,324,147,000
Preferred Stock – Series A 13,264,900
Preferred Stock – Series B 7,431,750
Preferred Stock – Series C 6,941,000
11. Indicate the item numbers reported herein
Item 4 – Resignation, Removal or Election of Registrant’s Directors and Officers

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.

A Brown Company, Inc.BRN

PSE Disclosure Form 4-8 - Change in Directors and/or Officers
(Resignation/Removal or Appointment/Election)
References: SRC Rule 17 (SEC Form 17-C) and
Section 4.4 of the Revised Disclosure Rules

Subject of the Disclosure

Resignation of Director and Election of New Director and Promotion/Change of Designation of Officers

Background/Description of the Disclosure

Please be advised that at the meeting of the Board of Directors of A Brown Company, Inc. (the “Company”) held today, December 22, 2025, the Board, the following matters were taken up:

(i) the resignation of Mr. Renato N. Migriño as member of the Company’s Board of Director, for personal reasons, was accepted.

Mr. Migriño’s resignation will be immediately effective. However, he will still remain as the Company’s Treasurer.

(ii) in light of the vacancy created, the Board, acting on the nomination passed upon by the Corporate Governance Committee, then elected Mr. Paul Francis B. Juat as new Director.

Mr. Juat currently serves as the Company’s Executive Vice President.

(iii) thereafter, the Board proceeded to elect the following officers:

d.) Walter William B. Brown as Chairman Emeritus
e.) Robertino E. Pizarro as Chairman
f.) Paul Francis B. Juat as President

The election of the above will take effect on 01 January 2026.

These appointments represent a strategic transition of our leadership team and ensure the continued preservation of our corporate legacy and institutional wisdom, while the new executive appointments provide the dynamic leadership necessary to drive our next phase of growth.

Resignation/Removal or Replacement
Name of Person Position/Designation Effective Date of Resignation/Cessation of term
(mmm/dd/yyyy)
Reason(s) for Resignation/Cessation
Renato N. Migriño Director Dec 22 2025 Personal Reasons.
Election or Appointment
Name of Person Position/Designation Date of Appointment/Election
(mmm/dd/yyyy)
Effective Date of Appointment Election
(mmm/dd/yyyy)
Shareholdings in the Listed Company Nature of Indirect Ownership
Direct Indirect
Paul Francis B. Juat Director Dec 22 2025 Dec 22 2025 - 10,938,410 Under PCD Nominee Corp.
Promotion or Change in Designation
Name of Person Position/Designation Date of Approval
(mmm/dd/yyyy)
Effective Date of Change
(mmm/dd/yyyy)
Shareholdings in the Listed Company Nature of Indirect Ownership
From To Direct Indirect
Walter William B. Brown Chairman Chairman Emeritus Dec 22 2025 Jan 01 2026 1,000,000 215,213,843 Under PCD Nominee Corp. and in the name of corporations
Robertino E. Pizarro President / Chief Executive Officer Chairman Dec 22 2025 Jan 01 2026 1,060,613 2,044,530 In the name of the family members
Paul Francis B. Juat Executive Vice President President Dec 22 2025 Jan 01 2026 - 10,938,410 Under PCD Nominee Corp.
Other Relevant Information

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Filed on behalf by:
Name Allan Ace Magdaluyo
Designation Corporate Information Officer/Compliance Officer