C06724-2026

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)
Sep 9, 2026
2. SEC Identification Number
39121
3. BIR Tax Identification No.
000-141-527-000
4. Exact name of issuer as specified in its charter
PHILWEB CORPORATION
5. Province, country or other jurisdiction of incorporation
Philippines
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
41st Floor, One San Miguel Avenue Condominium, San Miguel Avenue corner Shaw Boulevard, Ortigas Center, Pasig City, Philippines Postal Code 1605
8. Issuer's telephone number, including area code
0288454171
9. Former name or former address, if changed since last report
-
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 1,595,307,422
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.

PhilWeb CorporationWEB

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

Subscription by PhilWeb Corporation (“PhilWeb” or the “Company”) and its wholly owned subsidiary, PhilWeb Capital Corporation (“PCC”), for an aggregate of 10,726,075 new Common B Shares of JKS TECH SOLUTIONS INC. (“JKS”).
Background/Description of the Disclosure

PhilWeb and PCC have entered into separate Subscription Agreements with JKS for the subscription of 3,408,079 and 7,317,996 JKS Common B Shares, respectively, at Php 394.00 per share, for aggregate subscription consideration of Php 4,226,073,550.00.
Date of Approval by Board of Directors Aug 20, 2026
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

The acquisition of a 30% strategic equity stake in JKS is a highly capital-efficient transaction designed to accelerate PhilWeb’s transformation into a leading AI-enabled digital infrastructure and technology platform serving the regulated digital entertainment sector.

The transaction is expected to accrue the following key benefits to the Company:

1. Immediate Balance Sheet Restoration:
By pursuing the acquisition under the terms thereof, PhilWeb is able to monetize and derive value from its significant non-yielding treasury stock and execute zero-debt capital reallocation, while at the same time acquiring a strategic stake in JKS, a high-performing asset. This transaction effectively eliminates a substantial historical contra-equity drag, instantly resolving the Company's historical negative equity position and is a solid first step towards restoring a robust, positive balance sheet.

2. Highly Accretive Financial Impact:
JKS operates an asset-light, high-margin B2B backend infrastructure model for its service operations. Based on its performance for the first half of 2026, JKS has generated robust recurring cash flows and strong net income and, while past performance is not by itself an indication of future results, PhilWeb expects this trend to persist moving forward. Acquiring the 30% equity stake allows PhilWeb to recognize a proportionate share of these earnings, which PhilWeb believes will immediately and significantly enhance the its consolidated profitability.

3. Operational Scale and Market Expansion:
While PhilWeb’s existing digital infrastructure primarily anchors Tier-1 luxury integrated resort operators, JKS possesses an established, specialized B2B network powering high-growth, licensed mid-market operators. This acquisition seamlessly broadens PhilWeb’s operational footprint across the entire regulated spectrum without client overlap.

4. Advanced Technology and AI Integration:
Integrating JKS’s backend infrastructure complements PhilWeb’s forward-looking enterprise AI roadmap. The synergy enables the rapid deployment of automated regulatory compliance tracking, real-time algorithmic risk controls, and machine-learning anti-fraud detection across a significantly expanded network of connected platforms.

Ultimately, the strategic transaction scales the Company's core Digital Gaming Solutions, strengthens institutional governance, and builds a resilient, compounding asset that drives sustainable, long-term shareholder value.
Description of the transaction including the timetable for implementation and related regulatory requirements, if any

The subscriptions will be implemented in accordance with the respective Subscription Agreements at a subscription price of Php 394.00 per Common B Share.
On the Subscription Closing Date, PhilWeb shall pay Php 335,695,781.50, while PCC shall pay Php 180,205,651.50.

Within three (3) business days following JKS’s receipt of the Securities and Exchange Commission’s approval of the Capital Increase, the Subscription Completion Date shall occur, on which PhilWeb shall pay the balance of Php 1,007,087,344.50, while PCC shall pay the balance of Php 2,703,084,772.50.

Within three (3) calendar days from the Subscription Completion Date, JKS shall record the subscriptions in its stock transfer book and issue the corresponding stock certificates. The subscriptions are subject to the applicable conditions precedent under the respective Subscription Agreements, including the required approvals for JKS’s Capital Increase.
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
JKS TECH SOLUTIONS INC. B2B technology, digital infrastructure and related regulated digital entertainment technology services none
Terms and conditions of the transaction
The nature and amount of consideration (e.g. price per share, the aggregate amount)

Subscription for new Common B Shares of JKS at Php 394.00 per share, with an aggregate subscription price of Php 4,226,073,550.00.
Basis upon which the amount of consideration or value of the transaction was determined

The amount of consideration and the overall value of the transaction were determined through strict arm’s-length negotiations between the parties, evaluating both the enterprise value of the target asset and the strategic premium of the treasury shares being monetized.

Specifically, the valuation was based on the following key parameters:

1. Earnings Multiple and Financial Performance:
The subscription price for JKS Tech Solutions Inc. (“JKS”) is anchored on its strong recurring revenues, high-margin B2B digital infrastructure model, and robust net income generation. The agreed consideration implies a highly accretive, single-digit Price-to-Earnings (P/E) multiple on an annualized run-rate basis. This represents a significant discount compared to prevailing market multiples of comparable technology infrastructure and digital platform peers, ensuring immediate value enhancement for the Company.

2. Strategic Block Premium for Treasury Shares:
The aggregate consideration was evaluated in conjunction with the concurrent monetization of the PhilWeb Group’s treasury shares. The selling price of Php 16.50 per common treasury share incorporates a strategic block premium over the prevailing market price. This premium accounts for the substantial volume of shares transacted, the illiquidity inherent in large block transfers, and the immense long-term synergistic value brought by the incoming strategic partners.
The number of shares to be acquired 10,726,075
Ratio/percentage to total outstanding capital stock 30
Terms of payment

PhilWeb Corporation: Php 335,695,781.50 on the Subscription Closing Date, with the remaining Php 1,007,087,344.50 payable within three (3) business days following JKS’s receipt of SEC approval of the Capital Increase.

PhilWeb Capital Corporation: Php 180,205,651.50 on the Subscription Closing Date, with the remaining Php 2,703,084,772.50 payable within three (3) business days following JKS’s receipt of SEC approval of the Capital Increase.

Payments shall be made in cash by wire transfer in accordance with the respective Subscription Agreements
Conditions precedent to closing of the transaction, if any

The closing of the subscriptions is subject to the satisfaction of the conditions precedent under the respective Subscription Agreements, including JKS’s Capital Increase and the approval thereof by the Securities and Exchange Commission, together with the delivery of the required corporate and transaction documents and satisfaction of the other applicable closing conditions.
Description of the company subject of the transaction
Nature and business

JKS is a technology company engaged principally in website and software development, e-commerce and electronic business applications, and electronic products, equipment, computer systems and peripherals, with secondary purposes that include electronic games, sports betting and electronic bingo.
Prior to 2026, JKS was primarily in its development and pre-commercialization phase, focusing on proprietary technology development, platform architecture, systems integration, and the establishment of its operating infrastructure. Following completion of this foundational development phase, JKS commenced its current revenue-generating B2B commercial operations in February 2026.
Discussion of major projects and investments

JKS is being positioned as an AI-enabled B2B technology and digital infrastructure platform serving licensed mid-market operators in the regulated digital entertainment sector.
List of subsidiaries and affiliates, with percentage holdings
Name % Ownership
none -

Capital structure

Authorized capital stock
Type of Security Amount Number of Shares
Common 100000000 1,000,000
Subscribed Shares
Type of Security Amount Number of Shares
Common 25000000 250,000
Paid-Up Capital
Amount 25000000
Number of Shares 250,000
Issued Shares
Type of Security Amount Number of Shares
Common 25000000 250,000
Outstanding Shares
Type of Security Amount Number of Shares
Common 25000000 250,000
Par Value
Type of Security Amount
Common 100
Ownership Structure (including percentage holdings)
Name Number of Shares % Ownership
Please refer to the attached JKS Latest General Information Sheet - -
Board of Directors
Name (Regular or Independent)
Please refer to the attached JKS Latest General Information Sheet -
Principal Officers
Name Position/Designation
Please refer to the attached JKS Latest General Information Sheet -
Effect(s)/impact on the business, financial condition and operations of the Issuer

The transaction is expected to strengthen PhilWeb’s business and financial position through a strategic investment in JKS and the integration of complementary technology, infrastructure, and operating capabilities.

The investment is expected to provide PhilWeb with greater exposure to JKS’s B2B technology and digital infrastructure business serving licensed mid-market operators, thereby expanding the Company’s market reach and creating opportunities for additional revenue and earnings contribution.

The transaction is also expected to provide opportunities for technology and systems integration, including the use of JKS’s backend infrastructure, monitoring tools and operational technologies, as well as potential coordination of selected customer service, technical support, compliance, risk management and reporting functions. These initiatives are intended to improve operating efficiencies and reduce duplication of certain resources and activities.

The investment is further expected to support PhilWeb’s AI and data-driven initiatives, including potential applications in regulatory compliance, risk management, fraud detection and platform monitoring.

From a financial perspective, the transaction will require the deployment of funds for the subscription, while the separate sale of PhilWeb’s treasury shares to JKS will provide cash proceeds that are intended to partially fund the Company’s investment in JKS. The investment is expected to provide PhilWeb with a share in the future earnings and financial performance of JKS, subject to JKS’s actual operating and financial results.
Other Relevant Information

The reduction of JKS par value from Php100.00 to Php 1.00 is pending SEC approval.
Filed on behalf by:
Name Maria Anna Cristina De Jesus
Designation Assistant Vice President