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 18, 2026
2. SEC Identification Number
21134
3. BIR Tax Identification No.
000-234-398-000
4. Exact name of issuer as specified in its charter
VITARICH CORPORATION
5. Province, country or other jurisdiction of incorporation
Philippines
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
3019Postal Code3019
8. Issuer's telephone number, including area code
09088728958
9. Former name or former address, if changed since last report
Not Applicable
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 Total Shares Issued and Outstanding
3,054,334,014
11. Indicate the item numbers reported herein
Item 9. Other Events
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.
Vitarich CorporationVITA
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
Approval of the final terms and conditions for the purchase of: (a) 125,000 common shares of stock of Broilers Club Inc. (“BCI”), representing 100% of its shares of stock; (b) BCI shareholders’ advances to BCI; and (c) breeder farm facilities in Davao Del Sur, including land, improvements, and equipment.
Background/Description of the Disclosure
The Board of Directors of Vitarich Corporation (“VITA” or “Corporation”), upon the recommendation of the Organizational and Business Development Committee, and after due diligence review, approved the final terms and conditions for the purchase of: (a) 125,000 common shares of stock of Broilers Club Inc. (“BCI”), representing 100% of its shares of stock; (b) BCI shareholders’ advances to BCI; and (c) breeder farm facilities in Davao Del Sur, including land, improvements, and equipment.
As previously disclosed (C06411-2025), the above-mentioned breeder facilities will be used as VITA’s breeder farm, while BCI will become a wholly-owned subsidiary of VITA.
Date of Approval by Board of Directors
Feb 18, 2026
Date of Approval by Stockholders
N/A
Other Relevant Regulatory Agency, if applicable
NA
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
The foregoing transactions are part of VITA’s strategic step to stabilize supply of broiler chicks and lower its cost of production.
Description of the transaction including the timetable for implementation and related regulatory requirements, if any
As mentioned above, the transactions pertain to the Corporation’s purchase of: (a) 100% of shares of stock of BCI; (b) BCI shareholders’ advances to BCI; and (c) breeder farm facilities in Davao Del Sur, including land, improvements, and equipment.
The definitive agreement and the implementing contracts and documents of the subject acquisition are expected to be finalized, signed, and executed within the month of February 2026.
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
Broilers Club Inc. doing business under the name and style Southern Sunrise Agriventures
Poultry and egg production
None
Antero D. Sison, III
Shareholder of BCI
None
Imelda Rose M. Sison
Shareholder of BCI
None
Melissa Grace S. Oreta
Shareholder of BCI
None
Arlene S. Dazo
Shareholder of BCI
None
Michele Geraldine S. Quintos
Shareholder of BCI
None
Terms and conditions of the transaction
The nature and amount of consideration (e.g. price per share, the aggregate amount)
Aggregate amount of Php280M, to be applied as follows: (i) Php95M (Php760/share) for the purchase of shares of stock of BCI; (ii) Php130M for the purchase of the advances of BCI shareholders in BCI; (iii) Php25M for the purchase of the land registered in the name of two of BCI’s shareholders, which are part of the breeder farm facilities in Davao del Sur; and (iv) Php30M for the full payment of BCI’s bank loan balance for one of its properties.
Basis upon which the amount of consideration or value of the transaction was determined
Based on the total assessed value of the subject properties, inclusive of land, buildings, equipment, as appraised by a third-party appraiser.
The number of shares to be acquired
125,000 common shares of stock
Ratio/percentage to total outstanding capital stock
100%
Terms of payment
The Php280M consideration shall be paid as follows:
(a) Php10M had been paid as Option Money.
(b) Php140M to be paid upon closing.
(c) Php130M to be paid post-closing, upon the transfer of shares and title to the land being acquired to VITA’s name.
Conditions precedent to closing of the transaction, if any
The transactions are subject to customary closing and post-closing conditions, such as execution of the definitive agreement and implementing contracts, full payment of the consideration, payment of taxes, delivery of Stock Certificates and Certificates of Title.
Description of the company subject of the transaction
Nature and business
BCI is a private domestic corporation incorporated and registered with the Philippine Securities and Exchange Commission on 14 June 2018, doing business under the name and style of Southern Sunrise Agriventures. It is engaged, among others, in poultry and egg production.
Discussion of major projects and investments
In 2018, BCI purchased a parcel of land with an area of 46,360 square meters (sqm) located in Barangay Darong, Municipality of Sta. Cruz, Province of Davao del Sur for the purpose of operating poultry buildings for the purpose of supply hatching eggs to poultry aggregators.
List of subsidiaries and affiliates, with percentage holdings
Vitarich CorporationVITA