C06826-2026

SECURITIES AND EXCHANGE COMMISSION
SEC 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 14, 2026
2. SEC Identification Number
167423
3. BIR Tax Identification No.
000-477-103
4. Exact name of issuer as specified in its charter
MEGAWORLD CORPORATION
5. Province, country or other jurisdiction of incorporation
Metro Manila, Philippines
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
30th Floor, Alliance Global Tower, 36th Street cor. 11th Avenue, Uptown Bonifacio, Taguig City, Philippines Postal Code 1634
8. Issuer's telephone number, including area code
(632) 8894-6300/6400
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 32,429,882,872
Preferred 6,000,000,000
11. Indicate the item numbers reported herein
Item 9 (b)

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.

Megaworld CorporationMEG

PSE Disclosure Form 4-1 - Acquisition or Disposition of Assets References: SRC Rule 17 (SEC Form 17-C) and
Section 4.4 of the Revised Disclosure Rules

Subject of the Disclosure

Property-for-share swap transaction involving the subscription by Megaworld Corporation, Travellers International Hotel Group, Inc., and Southwoods Mall, Inc. to an aggregate of 1,637,217,981 common shares for a total subscription price of Php27,014,096,692.00 in exchange for twelve (12) income-generating asset buildings.
Background/Description of the Disclosure

In relation to Megaworld Corporation’s (“Megaworld” or the “Corporation”) disclosures dated May 29, 2026 under C03975-2026, July 24, 2026 under C05658-2026 and September 2, 2026 under C06615-2026, the parties executed a Deed of Exchange on September 2, 2026 where Megaworld, Travellers International Hotel Group, Inc. (“TIHGI”), and Southwoods Mall, Inc. (“SMI) (collectively, the “Asset Owners”) subscribed to an aggregate of One Billion Six Hundred Thirty-Seven Million Two Hundred Seventeen Thousand Nine Hundred Eighty-One (1,637,217,981) common shares in MREIT, Inc. (“MREIT”) broken down as follows: (i) Megaworld subscribed to 1,209,809,426 shares; (ii) TIHGI subscribed to 309,372,835 shares; and (iii) SMI subscribed to 118,035,720 shares.

The total subscription price is Philippine Pesos: Twenty-Seven Billion Fourteen Million Ninety-Six Thousand Six Hundred Ninety-Two (Php27,014,096,692.00) broken down into: (i) Paid-Up Capital (at par) of Php1,637,217,981.00; and, (ii) Additional Paid In Capital (APIC) of Php25,376,878,711.00. The subscription price translates to an effective price per share of Philippine Pesos: Sixteen and 50/100 (Php16.50), representing an eighteen and 60/100 percent (18.60%) premium over the Volume-Weighted Average Price (VWAP) of Philippine Pesos: Thirteen and 91/100 (Php13.91) per share over a period of thirty (30) trading days. The total subscription price shall be paid by way of a tax-free exchange of twelve (12) income-generating asset buildings, nine (9) of which are owned by Megaworld.

The Transaction shall result in an expansion of MREIT’s asset portfolio, a substantial increase in total gross leasable area (GLA), and a corresponding increase in the distributable income of its shareholders.

On 14 September 2026, the SEC issued its confirmation of valuation for the property-for-share swap transaction between MREIT and the Asset Owners. Accordingly, the Properties will be transferred to MREIT, and MREIT will submit to the SEC proof of such transfer. Correspondingly, the respective shares described above shall be issued in the name of Megaworld, TIHGI and SMI. MREIT shall also apply for the listing of the shares with the Philippine Stock Exchange upon the issuance of the shares.

Pursuant to the Deed of Exchange of Property for Shares for this transaction, MREIT shall start recognizing the income from the Properties from the start of the third quarter of 2026.
Date of Approval by
Board of Directors		 Jul 24, 2026
Rationale for the transaction including the benefits which are expected to be accrued to the Issuer as a result of the transaction

The transaction is pursuant to the Corporation’s investment commitment to infuse assets to reach 1,000,000 square meters of GLA before the end of 2027. The transaction represents the fifth wave of asset infusions in accordance with its investment commitments, geared towards realizing the vision of transforming MREIT from an office REIT into a diversified REIT, anchored by among the most iconic mall and lifestyle assets in the country.
Details of the acquisition or disposition
Date Sep 2, 2026
Description of the Transaction

The Megaworld assets are prime office, commercial, mall with a combined Gross Leasable Area ("GLA") of 231,355.09 square meters.
Manner

Issuance of shares in consideration for Assets
Description of the assets involved

Festive Walk Mall and Festive Walk Annex, Mandurriao, Iloilo City, 32,659.00 sqm
Lucky Chinatown Mall and Lucky Chinatown Annex, Binondo, Manila, 40,078.07 sqm
Venice Mall and Venice Piazza, McKinley Hill, Brgy. Pinagsama, Taguig City, 39,616.63 sqm
Science Hub Tower 2, McKinley Hill, Brgy. Pinagsama, Taguig City, 20,906.30 sqm
Venice Corporate Center, McKinley Hill, Brgy. Pinagsama, Taguig City, 8,420.57 sqm
Six West Campus, McKinley West, Brgy. Fort Bonifacio, Taguig City, 9,275.00 sqm
Eastwood Mall, Bagumbayan, Quezon City, 22,216.28 sqm
One Paseo, Arcovia City, Brgy. Ugong, Pasig City, 23,688.21 sqm
Global One, Bagumbayan, Quezon City, 34,495.00 sqm
Terms and conditions of the transaction
Nature and amount of consideration given or received

The total subscription price is Php27,014,096,692.00 or an effective price per share of Sixteen and 50/100 Pesos (Php16.50), representing a 18.6% premium over the Volume-Weighted Average Price (VWAP) of Thirteen and 91/100 Pesos (Php13.91) per share over a period of thirty (30) trading days. The Fairness Opinion is undertaken by FTI Consulting Philippines, Inc. The Valuation Report on the Properties was prepared by FTI Consulting Philippines, Inc. using the Discounted Cash Flows ("DCF") Method and Direct Capitalization Method under the Income Approach.
Principle followed in determining the amount of consideration

The Valuation Report on the Properties was prepared by the third party and independent appraiser and property valuer, Cuervo Appraisers, Inc., on the basis of the Income Approach in compliance with International Valuation Standards. The Fairness Opinion was undertaken by FTI Consulting Philippines, Inc.
Terms of payment

The shares shall be issued in the name of the Corporation, and the properties transferred to MREIT, upon confirmation by the Securities and Exchange Commission of the valuation of the Properties.
Conditions precedent to closing of the transaction, if any

Confirmation by the Securities and Exchange Commission of the valuation of the Properties
Any other salient terms

The transaction shall result in an increase of control and ownership of the Corporation in MREIT from 53.43% to 58.70%. The property-for-share swap transaction shall be pursued as a tax-free exchange under Sec. 40(c)(2) of the National Internal Revenue Code, as amended.
Identity of the person(s) from whom the assets were acquired or to whom they were sold
Name Nature of any material relationship with the Issuer, their directors/ officers, or any of their affiliates
MREIT, Inc. Megaworld is the Sponsor and 53.43% owner of MREIT, Inc.
Effect(s) on the business, financial condition and operations of the Issuer, if any

The Transaction shall result in an increase of control and ownership of the Corporation in MREIT from 53.43% to 58.70%.
Other Relevant Information

This report is being amended to update that the SEC has confirmed the valuation of the Properties to be transferred by the Asset Owners to MREIT under the property-for-share swap.
If the transaction being reported is an acquisition, kindly submit the following additional information:
Source(s) of funds

The subscription price for the shares shall be paid in exchange for nine (9) buildings under a tax-free property-for-share swap transaction.
If any asset so acquired by the issuer or its subsidiaries constituted plant, equipment or other physical property, state the nature of the business in which the assets were used by the persons from whom acquired and whether the issuer intends to continue such use or intends to devote the assets to other purposes, indicating such other purposes

Not applicable
Filed on behalf by:
Name Krizelle Marie Poblacion
Designation Legal Counsel