C00666-2026

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)
Feb 2, 2026
2. SEC Identification Number
184228
3. BIR Tax Identification No.
000-275-291-000
4. Exact name of issuer as specified in its charter
MRC ALLIED, INC.
5. Province, country or other jurisdiction of incorporation
PHILIPPINES
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
4th Floor Spirit of Communications Centre 106 Carlos Palanca St. Legaspi Village Makati City Postal Code 1229
8. Issuer's telephone number, including area code
632 88467910/09178082991
9. Former name or former address, if changed since last report
5th Floor Eurovilla 4 Bldg. 853 A Arnaiz Avenue, Legazpi Village, Makati City
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 1,184,599,230
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.

MRC Allied, Inc.MRC

PSE Disclosure Form LR-1 - Comprehensive Corporate Disclosure on Issuance of Shares (Private Placements, Share Swaps, Property-for-Share Swaps
or Conversion of Liabilities/Debt into Equity) Reference: Rule on Additional Listing of Securities

Subject of the Disclosure

Comprehensive Corporate Disclosure for the issuance of 315,000,000 Common Shares by way of Private Placement.
Background/Description of the Disclosure

In compliance with the directive of the Exchange concerning our disclosure posted 19 January 2026 with PSE disclosure Reference No. C00298-2026, regarding the Company’s approval of the Board of Directors for the issuance of Three Hundred Fifteen Million (315,000,000) MRC Common Shares for a total transaction price of Three Hundred Fifteen Million Pesos (Php315,000,000.00) by way of Private Placement. This transaction is part of MRC’s efforts to raise up to One Billion Pesos (PHP1,000,000,000.00) by way of Private Placement.

In accordance with Section 6, Article V, Part A of the Consolidated Listing and Disclosure Rules, the Company hereby submits this Comprehensive Corporate Disclosure, to wit:

Please see attached.
Date of Approval by Board of Directors Jan 16, 2026
Comprehensive Corporate Disclosure
Description of the proposed transaction including the timetable for implementation, and related regulatory requirements

As mentioned in the disclosure, Mr. Peregrino P. Fernandez, Jr. and Mr. Kong Ming Yeung in their individual, independent and separate capacity will subscribed to 215,000,000 Common Shares and 100,000,000 Common Shares respectively for combined total of 315,000,000 Common Shares through Private Placement at the price of Three Hundred Fifteen Million Pesos (PHP315,000,000.00)

On January 16, 2026, the Board approved the aforementioned individuals’ subscription and the execution of the Subscription Agreement within a period of ten (10) days. Upon the request of the stockholders, the execution of the Subscription Agreement was done today (February 2, 2026).

No other regulatory requirement is required.
Rationale for the transaction including the benefits which are expected to be accrued to the listed issuer as a result of the transaction

The transaction is part of MRC’s plans to raise One Billion Pesos (PHP1,000,000,000.00) through Private Placement.

The fund-raising through Private Placement will put MRC in an ideal financial position to support its expansion ventures.
The aggregate value of the consideration, explaining how this is to be satisfied, including the terms of any agreements for payment on a deferred basis

The transactions involve the subscription of Three Hundred Fifteen Million (315,000,000) Common Shares by way of Private Placement at the Subscription price of One Peso (Php1.00) per share. The Subscription Price is payable upon execution of the Subscription Agreement.
The basis upon which the consideration or the issue value was determined

The subscription price of One Peso (Php1.00) per share is based on the existing par value per share of the common shares of the company subject of the transaction.
Detailed work program of the application of proceeds, the corresponding timetable of disbursements and status of each project included in the work program. For debt retirement application, state which projects were financed by debt being retired, the project cost, amount of project financed by debt and financing sources for the remaining cost of the project

As previously disclosed, the proceeds will be utilized for the payment of advances /loans recorded in the books of the company.

The President & CEO has been given the authority to immediately utilize the proceeds for the payment of advances/loans recorded in the books of the company upon completion of the transaction.
Identity and/or corporate background of the beneficial owners of the shares subscribed, including the following
Beneficial Owners/Subscribers Nature of Business Nature of any material relationship with the Issuer and the parties to the transaction, their directors/officers or any of their affiliates
Peregrino P. Fernandez, Jr. Businessman/a Filipino businessman who owns Melekon Contractors Inc., a leading local construction company with projects including power generation, underground construction, mining, dredging, reclamation, and other civil engineering works. None.
Kong Ming Yeung Mr. Yeung is a Filipino businessman who owns Supercity Capital Ventures Inc. and Metrosquare Holdings Inc., both of which are engage in the commercial real estate development and leasing businesses. None.
Organizational/Ownership Structure of Subscribers
Controlling Shareholders of Subscribers Number of Shares Held %
N/A - -
For subscribers with no track record or with no operating history: the Subscriber must present a statement of active business pursuits and objectives which details the step undertaken and proposed to be undertaken by the Issuer in order to advance its business. Projected financial statements shall only be required should there be references made in the Statement to forecasts or targets

Mr. Peregrino P. Fernandez, Jr.

Mr. Fernandez is a Filipino businessman who owns Melekon Contractors Inc., a leading local construction company with projects including power generation, underground construction, mining, dredging, reclamation, and other civil engineering works. Mr. Fernandez has substantial investments in Renewable Energy Projects, Tertiary Hospital Projects and Engineering Consultancy Businesses.

Mr. Komg Ming Yeung

Mr. Yeung is a Filipino businessman who owns Supercity Capital Ventures Inc. and Metrosquare Holdings Inc., both of which are engage in the commercial real estate development and leasing businesses. Mr. Yeung is a seasoned real estate investor with more than 20 years of involvement in commercial property development and leasing operations in the National Capital Region (NCR). He has built a portfolio of several commercial and office buildings across the Metropolitan Manila managed through his Enterprise Metrosquare Management Services.
The interest which directors of the parties to the transaction have in the proposed transaction

The directors of MRC have no interest in the transaction.
Statement as to the steps to be taken, if any, to safeguard the interests of any independent shareholders

To safeguard the interest of the shareholders, the transaction is subject to the approval and to the terms and conditions to be imposed by the Board of Directors.
Any conditions precedent to closing of the transaction

The only condition is the execution of the Subscription Agreement.
Change(s) in the composition of the Board of Directors and Management

The transaction will not result to any change in the Board of Directors, the Principal Officers and the rights of the shareholders.

Effects on the following

Ownership structure
Principal Shareholders Before After
Number of shares % Number of shares %
Asian Appraisal Holdings Inc. 333,333,333 28.14 333,333,333 22.23
Peregrino P. Fernandez, Jr. 0 0 215,000,000 14.34
Kong Ming Yeung 0 0 100,000,000 6.67

Capital structure

Issued Shares
Type of Security /Stock Symbol Before After
Common Stock 1,184,599,230 1,499,599,230
Outstanding Shares
Type of Security /Stock Symbol Before After
Common Stock 1,184,599,230 1,499,599,230
Treasury Shares
Type of Security /Stock Symbol Before After
- 0 0
Listed Shares
Type of Security /Stock Symbol Before After
Common Stock 851,265,897 851,265,897
Effect(s) on the public float, if any Considering the issuance of Three Hundred Firteen Million (315,000,000) common shares will increase the non-public shareholdings of MRC. Base on the current public float of MRC from 71.78% will decrease to 56.70% after the issuance of the transaction.
Effect(s) on foreign ownership level, if any The foreign ownership will not change because the subscribing parties are all Filipino. However since there will be issuance of the new shares foreign ownership percentage will decrease the percentage from 5.01%(base on the latest foreign ownership report as January 31, 2026) to 3.96% after the issuance of the transaction
Other Relevant Information

-
Filed on behalf by:
Name Federico Prieto
Designation Corporate Secretary