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 13, 2026
2. SEC Identification Number
A1998 18260
3. BIR Tax Identification No.
202 464 633
4. Exact name of issuer as specified in its charter
FIRST GEN CORPORATION
5. Province, country or other jurisdiction of incorporation
Philippines
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
6F Rockwell Business Center Tower 3 Ortigas Avenue Pasig City 1604Postal Code1604
8. Issuer's telephone number, including area code
34496400
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
3,596,575,505
11. Indicate the item numbers reported herein
9
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.
First Gen CorporationFGEN
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
First Gen Corporation (First Gen) to acquire a 40% equity interest in the Pumped Storage Hydropower portfolio of Prime Infrastructure Capital, Inc. (Prime Infra), through their respective subsidiaries to be determined and agreed upon execution of the definitive agreements
Background/Description of the Disclosure
Current report on the execution of a Binding Heads of Terms Agreement (HOTA) for the acquisition by First Gen of a 40% equity interest in the Pumped Storage Hydropower portfolio of Prime Infra, through their respective subsidiaries to be determined and agreed upon execution of the definitive agreements
Date of Approval by Board of Directors
Feb 13, 2026
Date of Approval by Stockholders
TBA
Other Relevant Regulatory Agency, if applicable
PCC
Date of Approval by Relevant Regulatory Agency
TBA
Rationale for the transaction including the benefits which are expected to be accrued to the Issuer as a result of the transaction
Upon completion of their construction, the 2000MW Wawa and Pakil Pumped Storage Hydropower Projects will play a critical role in supporting the Philippines’ growing renewable energy capacity by providing grid stability and reliability, allowing for the seamless integration of renewable energy projects into the power system. First Gen’s investment in these projects strengthens its partnership with Prime Infra and crystallizes the shift of the company’s portfolio to renewable energy.
Description of the transaction including the timetable for implementation and related regulatory requirements, if any
Following the execution of the HOTA, the parties will proceed to carry out due diligence and, upon agreement of the parties, execute definitive agreements. The parties will likewise secure the necessary regulatory approval from the Philippine Competition Commission. Upon obtaining PCC approval and compliance/satisfaction with conditions precedent as may be agreed and indicated in the definitive agreements, the parties, through their respective subsidiaries, will execute the requisite documentation for the transfer of the underlying shares. Closing of the transaction is expected to occur within the year.
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
First Gen
holding company
Prime Infra and First Gen, through their subsidiaries, each own 60% and 40%, respectively, of the natural gas plants located in Batangas City
Prime Infra
holding company
Prime Infra and First Gen, through their subsidiaries, each own 60% and 40%, respectively, of the natural gas plants located in Batangas City
Prime Infrastructure, Inc.
holding company
Prime Infra and First Gen, through their subsidiaries, each own 60% and 40%, respectively, of the natural gas plants located in Batangas City
Prime Hydropower Energy, Inc.
holding company
Prime Infra and First Gen, through their subsidiaries, each own 60% and 40%, respectively, of the natural gas plants located in Batangas City
Terms and conditions of the transaction
The nature and amount of consideration (e.g. price per share, the aggregate amount)
As of the date of the HOTA, the parties have determined the transaction value to be PHP75B, of which PHP62.5B will be used to directly fund the construction and equity requirements of the projects, with the balance representing the consideration agreed by the parties for the shares of stock of Prime Hydropower Energy, Inc. (PHEI). Specific details of the consideration are to be determined in the definitive agreements.
Basis upon which the amount of consideration or value of the transaction was determined
As of the date of the HOTA, the parties have determined that of the PHP75 billion total transaction cost, PHP62.5 billion is estimated to be utilized for the construction and equity requirements of both Wawa and Pakil projects, with the balance representing the consideration agreed by the parties for the shares of stock of PHEI.
The number of shares to be acquired
To be determined in the definitive agreements.
Ratio/percentage to total outstanding capital stock
-
Terms of payment
To be determined in the definitive agreements.
Conditions precedent to closing of the transaction, if any
Other than PCC approval of the transaction, the other conditions precedent to the closing of the transaction are to be agreed and determined in the definitive agreements.
Description of the company subject of the transaction
Nature and business
As of the date of the HOTA, the parties have determined that holding company PHEI will be the entity which will own the projects.
Discussion of major projects and investments
600MW Wawa and 1400MW Pakil Pumped Storage Hydropower Projects
List of subsidiaries and affiliates, with percentage holdings
Name
% Ownership
Trident Water Company, Inc.
0
Wastefuel Philippines, Inc.
0
Prime Integrated Waste Solutions, Inc.
0
WawaJVCo Inc.
0
Ahunan Power Inc.
0
PMJVCo Holdings, Inc.
0
Helios Energy Corporation
0
Terra Renewables Holdings Inc.
0
Prime Solar Solutions Corp. (Formerly Solar Tanauan Corporation)
Effect(s)/impact on the business, financial condition and operations of the Issuer
First Gen’s investment in the 2000MW Wawa and Pakil Pumped Storage Hydropower Projects expands the company’s partnership with Prime Infra and embodies First Gen’s mission to forge collaborative pathways for a decarbonized and regenerative future, crystallizing its portfolio's shift to renewable energy. Together with First Gen’s 132MW Pantabangan-Masiway and 165MW Casecnan hydroelectric power plants, the Wawa and Pakil plants will complement the company’s portfolio, as pumped storage hydropower facilities provide grid stability and reliability, allowing for the seamless integration of renewable energy projects into the power system.
Other Relevant Information
The above terms and conditions are the salient features of the HOTA which the investing public ought to be aware of at this stage in order to enable them to make an informed decision on the transaction. The issuer will advise the Exchange of any material development in reqard to the Transaction.
First Gen CorporationFGEN