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 21, 2026

2. SEC Identification Number

34218

3. BIR Tax Identification No.

000-153-610-000

4. Exact name of issuer as specified in its charter

AYALA CORPORATION

5. Province, country or other jurisdiction of incorporation

PHILIPPINES

6. Industry Classification Code(SEC Use Only)

7. Address of principal office

37F to 39F, Ayala Triangle Gardens Tower 2, Paseo De Roxas Corner Makati Avenue, Makati City Postal Code 1226

8. Issuer's telephone number, including area code

(02)7908-3000

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 Shares	620,417,577
Preferred A Shares (Reissued)	5,244,515
Preferred B Series 3 Shares	7,500,000
Preferred B Series 4 Shares	10,000,000
Voting Preferred Shares	200,000,000

11. Indicate the item numbers reported herein

Item 9 - Other Matters

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.

Ayala CorporationAC

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
Amendment of our Sixth and Seventh Articles of Incorporation
Background/Description of the Disclosure
Please be informed that our Board of Directors, in its regular meeting today, approved the following: 1. The amendment to the Sixth Article of our Amended Articles of Incorporation (“AAOI) to increase the number of directors from seven (7) to nine (9). Appropriate disclosure shall be made on the election of the additional directors in due course. 2. The amendment of the Seventh Article of our AAOI to (i) add a convertibility feature for the common shares of the Corporation, (ii) reclassify One Million Four Hundred Thirty Seven Thousand One Hundred Seventy Seven (1,437,177) unissued Carved-Out Common Shares to Seventy One Million Eight Hundred Fifty Eight Thousand Eight Hundred Fifty (71,858,850) voting preferred X shares with the corresponding reduction of par value from Fifty Pesos (Php50.00) per share to One Peso (Php1.00) per share, with the same features, rights and privileges as the voting preferred shares; and (iii) to deny pre-emptive rights to issuances of the voting preferred X shares. The amendments to the AAOI will be presented to our stockholders for approval at a special stockholders’ meeting.

Date of Approval by Board of Directors	Sep 21, 2026
Date of Approval by Stockholders	TBA
Other Relevant Regulatory Agency, if applicable	N/A
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
Sixth	That the number of directors of the Corporation shall be seven (7) and the names and residences of said directors who are to serve until their successors are elected and qualified as provided for in the by-laws are as follows, to wit:	That the number of directors of the Corporation shall be nine (9) and the names and residences of said directors who are to serve until their successors are elected and qualified as provided for in the by-laws are as follows, to wit:
Seventh	That the authorized capital stock of the Corporation is FIFTY SIX BILLION TWO HUNDRED MILLION PESOS (P56,200,000,000.00), Philippine Currency, consisting of Nine Hundred Million (900,000,000) common shares with a par value of P50.00 per share and Three Hundred Ten Million (310,000,000) preferred shares classified into Twelve Million (12,000,000) preferred “A” shares with a par value of P100.00 per share, Fifty Eight Million (58,000,000) preferred “B” shares with a par value of P100.00 per share, Forty Million (40,000,000) preferred “C” shares with a par value of P100.00 per share, and Two Hundred Million (200,000,000) voting preferred shares with a par value of P1.00 per share.	The authorized capital stock of the Corporation is FIFTY SIX BILLION TWO HUNDRED MILLION PESOS (P56,200,000,000.00), Philippine Currency, consisting of Eight Hundred Ninety Eight Million Five Hundred Sixty Two Thousand Eight Hundred Twenty Three (898,562,823) common shares with a par value of P50.00 per share and Three Hundred Ten Million (310,000,000) preferred shares classified into Twelve Million (12,000,000) preferred “A” shares with a par value of P100.00 per share, Fifty Eight Million (58,000,000) preferred “B” shares with a par value of P100.00 per share, Forty Million (40,000,000) preferred “C” shares with a par value of P100.00 per share, Two Hundred Million (200,000,000) voting preferred shares with a par value of P1.00 per share, and Seventy One Million Eight Hundred Fifty Eight Thousand Eight Hundred Fifty (71,858,850) voting preferred X shares with a par value of P1.00 per share.

Rationale for the amendment(s)
To facilitate the planned investment in the Corporation as envisioned under the Investment Agreement between the Corporation and Mitsubishi Corporation, simultaneously disclosed by the Corporation, including the issuance of the shares pursuant to such Agreement.

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
If approved, the proposed amendments will modify the Corporation’s authorized capital structure to facilitate the planned investment.
Other Relevant Information
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