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 26, 2025

2. SEC Identification Number

62893

3. BIR Tax Identification No.

004-710-062-000

4. Exact name of issuer as specified in its charter

ROCKWELL LAND CORPORATION

5. Province, country or other jurisdiction of incorporation

Philippines

6. Industry Classification Code(SEC Use Only)

7. Address of principal office

2F 8 Rockwell, Hidalgo Drive, Rockwell Center, Makati City Postal Code 1210

8. Issuer's telephone number, including area code

(632) 7793-0088

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	6,116,762,197

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.

Rockwell Land CorporationROCK

PSE Disclosure Form 5-1 - Substantial Acquisitions References: SRC Rule 17 (SEC Form 17-C) and
Section 4.4 and/or Section 5 of the Revised Disclosure Rules

Subject of the Disclosure
Purchase of 74.8% stake in Alabang Commercial Corporation (ACC)
Background/Description of the Disclosure
Rockwell Land Corporation (PSE: ROCK) executed last December 22, 2025 share purchase agreements with Mr. Francisco M. Bayot, Jr. and other shareholders of ACC

Date of Approval by Board of Directors	Dec 22, 2025
Date of Approval by Stockholders	N/A
Other Relevant Regulatory Agency, if applicable	N/A
Date of Approval by Relevant Regulatory Agency	N/A

Rationale for the transaction including the benefits which are expected to be accrued to the Issuer as a result of the transaction
With the acquisition, ROCK will increase the gross leasable area of its retail and office portfolio by 58%
Description of the transaction including the timetable for implementation and related regulatory requirements, if any
Legal ownership will transfer to ROCK after eCARs are obtained for the sale of shares

Identities of the parties to the transaction

Name	Nature of Business	Nature of any material relationship with the Issuer, their directors/officers or any of their affiliates
Francisco M. Bayot Jr.	real estate	Director and shareholder of ACC
Belvic Corporation	real estate	shareholder of ACC
Vicente M. Bayot	real estate	shareholder of ACC
Ma. Victoria B. Ortigas	real estate	shareholder of ACC
Susana B. Ortigas	real estate	shareholder of ACC
Vicente Gustav P. Warns	real estate	shareholder of ACC
Christopher Emmanuel P. Warns	real estate	shareholder of ACC
Marian P. Warns	real estate	shareholder of ACC

Terms and conditions of the transaction

The nature and amount of consideration (e.g. price per share, the aggregate amount)
Price per share of Php 35,337.88 Total consideration of PhP 21.6 billion
Basis upon which the amount of consideration or value of the transaction was determined
arms length negotations

The number of shares to be acquired	611,234
Ratio/percentage to total outstanding capital stock	74.8

Terms of payment
3 equal installments payable du3e on or before December 22, 2025, December 15, 2026 and December 15, 2027
Conditions precedent to closing of the transaction, if any
usual conditions

Description of the company subject of the transaction

Nature and business
ACC is a domestic corporation organized primarily to develop, invest, own, acquire, lease, hold, mortgage, administer or otherwise deal with commercial, residential, industrial or agricultural lands, buildings, structures or apertures, or in any other profitable business enterprise, venture or establishment, alone or jointly with other persons.
Discussion of major projects and investments
ACC owns and operates commercial establishments Alabang Town Center, a shopping mall, and ATC Corporate Center, an office building. It also operates theaters thru its wholly owned subsidiary South Innovative Theater Management, Inc. (SITMI)

List of subsidiaries and affiliates, with percentage holdings

Name	% Ownership
South Innovative Theater Management, Inc. (SITMI)	100

Capital structure

Authorized capital stock

Type of Security	Amount	Number of Shares
Common shares	100,000,000	1,000,000

Subscribed Shares

Type of Security	Amount	Number of Shares
Common shares	81,700,800	817,008

Paid-Up Capital

Amount	294,548,929
Number of Shares	817,008

Issued Shares

Type of Security	Amount	Number of Shares
Common shares	81,700,800	817,008

Outstanding Shares

Type of Security	Amount	Number of Shares
Common shares	81,700,800	817,008

Par Value

Type of Security	Amount
Common shares	100

Ownership Structure (including percentage holdings)

Name	Number of Shares	% Ownership
Rockwell Land Corporation	611,242	74.8

Board of Directors

Name	(Regular or Independent)
Nestor J. Padilla	regular
Valerie Jane L. Soliven	regular
Miguel Ernesto L. Lopez	regular
Ellen V. Almodiel	regular
Davy T. Tan	regular
Christine T. Coquiero	regular
Samantha Joyce G. Castillo	regular
Franciso M. Bayot Jr.	regular
Gizela M. Gonzales	regular
Ma. Susana A.S. Madrigal	regular
Mary De Leon Rufino	regular

Principal Officers

Name	Position/Designation
Nestor J. Padilla	Chairman of the Board
Gizela M. Gonzales	Vice Chairman
Valerie Jane L. Soliven	President
Miguel Ernesto L. Lopez	Treasurer
Eric I. Quiason	Corporate Secretary
Ma. Fe Carolyn Go- Pinoy	Assistant Corporate Secretary

Effect(s)/impact on the business, financial condition and operations of the Issuer
58% increase in ROCK's gross leasable area
Other Relevant Information
NA