C06969-2026

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 23, 2026
2. SEC Identification Number
CS200613870
3. BIR Tax Identification No.
000-346-680
4. Exact name of issuer as specified in its charter
AREIT, Inc.
5. Province, country or other jurisdiction of incorporation
Makati City, Philippines
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
28F Tower One and Exchange Plaza, Ayala Triangle, Ayala Avenue, Makati City Postal Code 1226
8. Issuer's telephone number, including area code
(+632) 7908-3804
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 4,156,887,818
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.

AREIT, Inc.AREIT

PSE Disclosure Form REIT-4 - Acquisition or Disposition of Assets
References: Rule 5 of the IRR of the REIT Act of 2009 and
Section 6 of the Amended PSE Listing Rules for REITS

Subject of the Disclosure

Property-for-Share Swap among AREIT, Inc. (“AREIT”) and Ayala Land, Inc. (“ALI”), and its subsidiaries, Capitol Central Commercial Ventures Corp. (CCCVC), Bay City Commercial Ventures Corp. (BCCVC), Makati Cornerstone Leasing Corp. (MCLC), and North Triangle Hotel Ventures, Inc. (NTHVI) (CCCVC, BCCVC, MCLC, and NTHVI are collectively referred to as “Subsidiaries”)
Background/Description of the Disclosure

At the regular meeting of the Board of Directors of AREIT (or the “Company”) held last August 10, 2026, the Board of Directors approved the issuance of 462,481,990 primary common shares of stock in the Company (the “Shares”) to ALI and the Subsidiaries, at an issue price of Php37.48 per share in exchange for identified properties valued at Php17,333,824,985.20 (“Transaction”). The Shares will be issued out of AREIT’s unissued capital stock.
Date of Approval by Board of Directors Aug 10, 2026
Details of the Acquisition or Disposition
Date TBA
Description of the Assets Involved

Glorietta 4 – A flagship mall located in Ayala Center Makati with 30,429 sq. meters of gross leasable space.

Ayala Malls Capitol Central – A mall located at the heart of Bacolod City’s Capitol complex with 63,391 sq. meters of gross leasable space.

Ayala Malls Circuit – A mall located in the arts, culture, and leisure district of Makati City in Circuit with 65,184 sq. meters of gross leasable space.

Ayala Malls Cloverleaf – A mall located in Balintawak, Quezon City with 33,277 sq. meter of gross leasable space.

New World Hotel Makati – A luxury hotel with 578 rooms, located at the heart of Makati City occupying a gross leasable area equivalent to 72,488 sq. meters.

Seda Vertis North – A contemporary business hotel with 438 rooms, located at the heart of Quezon City, with a gross leasable area of 35,478 sq. meters.
Details of the Assets
Type (land, building, etc.) Location Size Rights Acquired (Ownership/ Leasehold etc.)
Flagship Mall Ayala Center, Makati City 30,429 sqm Ownership of Bldg
Regional Mall Bacolod City 63,391 sqm Ownership of Bldg
Regional Mall Circuit, Makati City 65,184 sqm Ownership of Bldg
Regional Mall Balintawak, Quezon City 33,277 sqm Ownership of Bldg
Luxury Hotel Makati City 72,488 sqm Ownership of Bldg
Contemporary Busines Vertis North, Quezon City 35,478 sqm Ownership of Bldg
Terms and conditions of the transaction
Contract price, valuation and the methods used to value the assets

The Properties were valued by the Company at Php17,333,824,985.20 and the Transaction Price of Php37.48 per share set at a premium over the 30-day VWAP or Market Price of Php37.29. Both valuations for the Shares and the Properties fall within the range of fair values identified by FTI Consulting and the Appraisal Reports issued by Asian Appraisal.

FTI Consulting used the Discounted Cashflows (“DCF”) Approach as the primary method to estimate the fair value of the Shares and Properties. Under the DCF approach, FTI Consulting discounted the cash flows of AREIT and the Properties based on a weighted average cost of capital (“WACC”) using the Capital Asset Pricing Model for the assets. The Comparable Public Companies Method and Volume Weighted Average Price Method were used as secondary methods to cross-check the value of the AREIT shares. The Direct Capitalization Approach was used to cross-check the value of the Properties.
Terms of payment

The Shares will be issued to the Transferors in exchange for the Properties. AREIT expects to execute the Deed of Exchange on or before October 2026 and file the application for the confirmation of valuation and issuance of original shares, and the Transaction with the SEC in the same month. The application for Electronic Certificates Authorizing Registration (“eCAR”) with the BIR is expected to be filed by 2027.
Conditions precedent to closing of the transaction, if any

Approval of the Securities and Exchange Commission of the exemption from registration for the issuance of the shares, and the valuation for the Transaction.
Any other salient terms

The property-for-share swap will qualify as a tax-free exchange under Section 40(C)(2) of the Tax Code.

The Company expects to execute the Deed of Exchange and file the application for approval of the original issuance of shares with the SEC on or before October 2026, and the issuance of the eCARs with the relevant office of the Bureau of Internal Revenue (“BIR”) within 2027. The SEC’s approval of the Transaction is expected to be issued by the end of 2026, and the BIR’s eCAR issuance is expected to be issued within 2027. The Company shall likewise apply for the additional listing of shares with the Exchange by Q1 2028.
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
Ayala Land, Inc. Ayala Land, Inc. is the sponsor of AREIT, and owns 59.03% (directly and indirectly) of AREIT
Capitol Central Commercial Ventures Corp. Wholly-owned subsidiary of Ayala Land, Inc.
Bay City Commercial Ventures Corp. Wholly-owned subsidiary of Ayala Land, Inc.
Makati Cornerstone Leasing Corp. Wholly-owned subsidiary of Ayala Land, Inc.
North Triangle Hotel Ventures, Inc. 100% owned by AyalaLand Hotels and Resorts Corp. (“AHRC”). AHRC is a wholly-owned subsidiary of Ayala Land, Inc.
Discussion on the probable impact of the transaction on the business, financials and other aspects of the REIT

The Properties are expected to contribute further to AREIT’s operating cash flows, boosting dividends per share. At a competitive capitalization rate, the Properties were valued based on a stable level of operating income and the expected yield of the property after considering a long-term sustainable growth for the mall and hotel assets. Notably, the malls will be infused under a direct lease structure, allowing AREIT to capture the full upside of mall operations and rent escalations rather than a fixed building lease. Meanwhile, the hotels will be infused under a master lease with fixed and variable components, providing AREIT with a stable base rental floor while retaining participation in hotel performance upside through the variable component. AREIT's dividend yield is approximately 6.7% from its existing assets based on the 30-day VWAP of Php37.29. The asset-for-share swap will be accretive after the new assets are infused.
Other Relevant Information

Upon approval of the SEC of the property-for-share swap between AREIT and ALI, and its Subsidiaries, the Parties shall apply for the eCARs with the BIR, and the listing of the additional shares with the Philippine Stock Exchange.


The disclosure is amended to reflect the clarify the details (rights acquired) of the disclosed assets.

The disclosure is amended to reflect the shareholders' approval of the transaction at the Special Stockholders' Meeting held on September 23, 2026.
Filed on behalf by:
Name Bettina Desiderio
Designation Manager