C06882-2026

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 17, 2026
2. SEC Identification Number
CS20091269
3. BIR Tax Identification No.
007236853000
4. Exact name of issuer as specified in its charter
PH RESORTS GROUP HOLDINGS, INC.
5. Province, country or other jurisdiction of incorporation
Philippines
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
20th Floor Udenna Tower Rizal Drive corner 4th Avenue, Bonifacio Global City, Taguig City Postal Code 1634
8. Issuer's telephone number, including area code
6384034007
9. Former name or former address, if changed since last report
20th Floor, Udenna Tower, Rizal Drive corner 4th Avenue, Bonifacio Global City, Taguig 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 7,282,017,027
11. Indicate the item numbers reported herein
Item 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.

PH Resorts Group Holdings, Inc.PHR

PSE Disclosure Form 4-3 - Amendments to Articles of Incorporation References: SRC Rule 17 (SEC Form 17-C) and
Section 4.4 of the Revised Disclosure Rules

Subject of the Disclosure

Amendments to the Articles of Incorporation
Background/Description of the Disclosure

The Company's Board of Directors and Shareholders have approved on 22 July 2020 the amendment of the Articles of Incorporation to change the Corporation's term and its authorized capital stock.

On 26 July 2023, the board of directors and stockholders reapproved the amendment to Article VII to increase the Company's authorized capital stock. During the 2025 ASM held on 17 July 2025, the Corporation's board of directors and stockholders reapproved the amendment in relation to the Corporation's increase in authorized capital stock. This is in compliance with the requirement of the Revised Corporation Code that the application for increase in authorized capital stock must be filed within 6 months from stockholders' approval.

On 14 September 2026, the Board of Directors approved the agenda for the 2026 Annual Stockholders' Meeting which included the reapproval of the amendment of the Corporation's articles of incorporation to increase the Corporation's authorized capital stock.

On 17 September 2026, the Board approved the inclusion of the amendment of the Corporation's primary purpose and the renumbering of the secondary purposes in the agenda for approval of the stockholders during the 2026 Annual Stockholders' Meeting.
Date of Approval by
Board of Directors		 TBA
Date of Approval by Stockholders TBA
Other Relevant Regulatory Agency, if applicable None
Date of Approval by Relevant Regulatory Agency, if applicable N/A
Date of Approval by Securities and Exchange Commission TBA
Date of Receipt of SEC approval TBA
Amendment(s)
Article No. From To
Second (Primary Purpose) The primary purpose of the Corporation is to subscribe, acquire, hold, sell, assign, or dispose of shares of stock and other securities of any corporation including those engaged in the hotel and/or gaming and entertainment business, without however engaging in the dealership of securities or in the stock brokerage business or in the business of an investment company, to the extent permitted by law, and to be involved in the management and operations of such investee companies; and to guarantee the obligations of its subsidiaries or affiliates or any entity in which the Corporation has lawful interest. The primary purpose of the Corporation is to subscribe, acquire, hold, sell, assign, or dispose of shares of stock and other securities of any corporation, including those engaged in the business of trading, processing, assembling, manufacturing, and/or fabricating and exporting, importing, buying, acquiring, holding, or otherwise disposing of and dealing in goods, wares, supplies, materials, articles, merchandise, commodities, equipment, software, hardware, digital data, appliances, minerals, ores, metals, and other mineral resources, including the exploration, extraction, mining, processing, refining, smelting, beneficiation, trading,and marketing thereof,timber, lumber and real and personal properties of every kind, class and description
Second (Secondary Purpose) 1. To engage in, operate, conduct and maintain the business of, trading, processing, assembling, manufacturing, and/or fabricating and exporting, importing, buying, acquiring, holdings, or otherwise disposing of and dealing in goods, wares, supplies, materials, articles, merchandise, commodities, equipment, hardware, appliances, minerals, metals, timber, lumber and real and personal properties of every kind, class and description, whether natural or artificial which may become articles of commerce; 1.To purchase, acquire and take over all or any part of the rights, assets, business and property of any person, partnership, corporation or association and to undertake and assume the liabilities and obligations of such persons, partnership, corporation or association whose rights, assets, business or property may be purchased, acquired or taken over; (succeeding numbers to adjust accordingly)
Sevent The capital stock of the corporation is EIGHT BILLION (P8,000,000,000.00) PESOS, Philippine Currency, divided into EIGHT BILLION (8,000,000,000) shares with a par value of ONE PESO (P1.00) Philippine Currency per share. The capital stock of the corporation is TWENTY BILLION (P20,000,000,000.00) PESOS, Philippine Currency, divided into TWENTY BILLION (20,000,000,000) shares with a par value of ONE PESO (P1.00) Philippine Currency per share.
Rationale for the amendment(s)

The amendment of the Company’s primary purpose is sought to enable the Company to diversify its business interests as a holding company by expanding the scope of industries or businesses in which it can hold shares. Currently, this is included in the Company’s AOI as item 1 of the secondary purposes.

Meanwhile, the amendment of the Corporation’s secondary purposes is intended to adjust the numbering of the items listed therein because of the removal of the current secondary purpose under item 1.

The proposal for amendment of Article Seventh is intended to address the additional capitalization needs. The amendment for the increase in authorized capital stock is requested anew due to the requirement in the Revised Corporation Code to file the application for the increase within 6 months from approval of the shareholders.
The timetable for the effectivity of the amendment(s)
Expected date of filing the amendments to the Articles of Incorporation with the SEC TBA
Expected date of SEC approval of the Amended Articles of Incorporation TBA
Effect(s) of the amendment(s) to the business, operations and/or capital structure of the Issuer, if any

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Other Relevant Information

The details for the subscription of the increase in authorized capital stock have yet to be finalized.

Amended disclosure to state that the stockholders' approval for the increase in authorized capital stock (Article VII of the Articles of Incorporation) was reapproved during the 17 July 2025 Annual Stockholders' Meeting to comply with the requirements of the Revised Corporation Code that filing of the application for increase in authorized capital stock must be made within 6 months from stockholders' approval.

Further amended the disclosure to state that the agenda for the 2026 Annual Stockholders' Meeting will include that an approval by the stockholders for the amendment of Articles Second of the Corporation's Articles of Incorporation to state its new primary and renumbered secondary purposes. Meanwhile, approval for the amendment of Article Seventh to increase the Corporation's authorized capital stock will be sought anew to comply with the requirements of the Revised Corporation Code to file the application for increase in authorized capital stock within six months from stockholder approval.

The amendment of the primary and secondary purposes as well as the increase in authorized capital stock are yet to be approved by the Board of Directors for 2026. The Board, however, plans to approve these items together with the other agenda items during its next board meeting to be held on or before 21 October 2026.

Please refer to the attached SEC Form 17-C for the complete language of the proposed amendment to Article Second (Primary Purpose).
Filed on behalf by:
Name Alyssa Hannah Nuqui
Designation Associate Legal Counsel