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)

Jan 22, 2026

2. SEC Identification Number

97869

3. BIR Tax Identification No.

000-486-050

4. Exact name of issuer as specified in its charter

Dominion Holdings, Inc.

5. Province, country or other jurisdiction of incorporation

Philippines

6. Industry Classification Code(SEC Use Only)

7. Address of principal office

No. 12 ADB Avenue, Ortigas Center, Mandaluyong City Postal Code 1555

8. Issuer's telephone number, including area code

(632) 8888-0000

9. Former name or former address, if changed since last report

BDO Leasing and Finance, Inc.

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	2,162,475,312

11. Indicate the item numbers reported herein

Item 1

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.

Dominion Holdings, Inc.DHI

PSE Disclosure Form 4-5 - Change in Control of Issuer References: SRC Rule 17 (SEC Form 17-C) and
Section 4.4 of the Revised Disclosure Rules

Subject of the Disclosure
Disposition of shares in Dominion Holdings, Inc. (DHI)
Background/Description of the Disclosure
Sale of shareholdings in DHI by BDO Unibank, Inc.
Rationale for the transaction
As advised to DHI, the disposition of DHI is aligned with the BDO Group’s continuing policy of streamlining its organizational structure following the conversion of DHI into an investment holding company. BDO shall receive as consideration an estimated Php 2.54 Billion translating to a per-share price of approximately Php 1.68 per share.
Description of the transaction
DHI received advice from BDO Unibank, Inc. (BDO) that on 19 January 2026, BDO signed a Share Purchase Agreement with Monte Sur Equity Holdings, Inc. for the sale of 1,513,732,718 shares translating to 70% of DHI. The Transaction is subject to customary closing conditions for transactions of this nature, including the conduct of a mandatory tender offer by the Buyer.

Identity of the person(s)/entity(ies) who intends to acquire a controlling interest in the Issuer

Name	Nature of any material relationship with the Issuer, their directors/ officers or any of their affiliates
Monte Sur Equity Holdings, Inc.	Monte Sur is a related party to certain shareholders of BDO, the parent company of the Issuer.

Identity of the person(s)/entity(ies) from whom control was assumed

Name	Number of Shares	% to Total Number of Outstanding Shares
BDO Unibank, Inc.	1,513,732,718	70%

Details of the transaction

Number of shares of voting securities which will be beneficially owned by the person(s)/entity(ies) who will acquire control	1,513,732,718
Percentage to total number of shares of voting securities	70%
Amount and source of consideration used by such person(s)/entity(ies)	Approximately Php 2.54 Billion. Sources are capital and financing.

Any arrangement or understanding among members of both the former and new control groups and their affiliates/associates with respect to the election of directors or other matters
Upon closing of the transaction, the nominee directors of the Seller are expected to step down and will be replaced by new directors nominated by the Buyer.
Describe any arrangement known to the Issuer, including any pledge by any person of securities of the issuer or any of its parents
None.
The interest which directors of the parties have in the proposed transaction
None.
Statement as to the steps to be taken, if any, to safeguard the interests of any independent shareholders
The Buyer will conduct a mandatory tender offer to shareholders of DHI. The tender offer price will be supported by a valuation report and fairness opinion as required under Rule 19 of the Securities Regulation Code’s rules and regulations governing tender offers. The parties and DHI will likewise continue to observe and comply with disclosure requirements.

Effects on the following

Ownership structure

Principal Shareholders	Before		After
	Number of shares	%	Number of shares	%
BDO Unibank, Inc. & subsidiaries	1,914,712,207	88.54	400,979,489	18.54
Monte Sur Equity Holdings, Inc.	0	0	1,513,732,718	70

Capital structure

Issued Shares

Type of Security/Stock Symbol	Before	After
Common - DHI	2,225,169,030	2,225,169,030

Outstanding Shares

Type of Security/Stock Symbol	Before	After
Common - DHI	2,162,475,312	2,162,475,312

Treasury Shares

Type of Security/Stock Symbol	Before	After
Common - DHI	62,693,718	62,693,718

Listed Shares

Type of Security/Stock Symbol	Before	After
Common - DHI	2,225,169,030	2,225,169,030

Effect(s) on the public float, if any	The public float is anticipated to stay the same immediately after the transaction.
Effect(s) on foreign ownership level, if any	None.

Other Relevant Information
For the responses to the correspondence received from the Exchange, kindly refer to the attached file.