BH shares are currently not classified in the Exchange's trading system. Hence, please be advised that no adjustments on the Exchange's trading system in relation to the declassification will be made.
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)
Oct 8, 2026
2. SEC Identification Number
22264
3. BIR Tax Identification No.
000-446-527
4. Exact name of issuer as specified in its charter
BHI HOLDINGS, INC.
5. Province, country or other jurisdiction of incorporation
PHILIPPINES
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
15TH FLOOR THE PEARLBANK CENTER 146 VALERO STREET SALCEDO VILLAGE MAKATI CITYPostal Code1227
8. Issuer's telephone number, including area code
8840 2961
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
CLASS A AND B
499,987
11. Indicate the item numbers reported herein
ITEM 4
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.
BHI Holdings, Inc.BH
PSE Disclosure Form 4-19 - Declassification of Shares References: SRC Rule 17 (SEC Form 17-C) and Section 4.4 of the Revised Disclosure Rules
Subject of the Disclosure
COMPLIES WITH SEC MEMORANDUM CIRCULAR NO. 10 SERIES OF 2025 ENTITLED "REPEAL OF THE RULES ALLOWING THE TRADING OF "B" SHARES OF THE REGULAR BOARD AND REQUIRING BUYERS TO ACCEPT EITHER "B" OR "A" CERTIFICATES
Background/Description of the Disclosure
AMENDMENT OF THE AMENDED ARTICLES OF INCORPORATION OF BHI HOLDINGS, INC. TO COMPLIES WITH SEC MEMORANDUM CIRCULAR NO. 10 SERIES OF 2025 ENTITLED "REPEAL OF THE RULES ALLOWING THE TRADING OF "B" SHARES OF THE REGULAR BOARD AND REQUIRING BUYERS TO ACCEPT EITHER "B" OR "A" CERTIFICATES
Date of Approval by Board of Directors
Mar 30, 2026
Date of Approval by Stockholders
May 22, 2026
Date of Approval by Securities and Exchange Commission
Sep 30, 2026
Reason or purpose of the declassification of shares
COMPLIES WITH SEC MEMORANDUM CIRCULAR NO. 10 SERIES OF 2025 ENTITLED "REPEAL OF THE RULES ALLOWING THE TRADING OF "B" SHARES OF THE REGULAR BOARD AND REQUIRING BUYERS TO ACCEPT EITHER "B" OR "A" CERTIFICATES
Effects on Capital Structure
Issued Shares
Type of Security/Stock Symbol
Before
After
COMMON CLASS A / BH
350,000
0
COMMON CLASS B / BH
150,000
0
COMMON SHARES / BH
0
499,987
Outstanding Shares
Type of Security/Stock Symbol
Before
After
COMMON CLASS A / BH
350,000
0
COMMON CLASS B / BH
150,000
0
COMMON SHARES / BH
0
499,987
Treasury Shares
Type of Security/Stock Symbol
Before
After
N/A
0
0
Listed Shares
Type of Security/Stock Symbol
Before
After
COMMON SHARES / BH
20,000
20,000
Procedure(s) for updating stock certificates
Details of Stock Transfer Agent
Name
STOCK TRANSFER SERVICE INCORPORATED
Address
34D RUFINO PACIFIC TOWER 6784AYALA AVENUE, SAN LORENZO, MAKATI CITY
Contact Person
MARITES YUMOL
Inclusive dates when the old stock certificates can be replaced
Start Date
TBA
End Date
TBA
Documentary requirements
Individual Shareholders
1. Surrender the original copy of stock certificate/s (not necessarily endorsed) via courier service or registered mail to STSI. Neither the Company nor the STSI shall be liable for the loss of the stock certificate/s while in transit. 2. Submit photocopies of two (2) valid identification cards, one of which must be government-issued, bearing the stockholder’s photograph and specimen signature (“proof of identity”). 3. Additional requirements – for assignees, transferees, successors, executors, administrators, trustees or agents of shareholders of record, photocopies of the documents evidencing the transfer of the shares and proof of identity of the person purporting to be such assignee, transferee, successor, executor, administrator, trustee or agent shall likewise be required. 4. The shareholders are required to submit the information sheet indicating the shareholder’s current business or residential address, tax identification number (TIN) and relevant contact information. All queries regarding the matter, or on stockholders’ records, stock transfers, stock certificates and other inquiries may be directed to the Company’s stock transfer agent, STSI, through:
Contact Persons: Ms. Marie F. Yumol/ Mr. Michael C. Capoy Business Address: 34th Floor, Unit D, Rufino Pacific Tower 6784 Ayala Avenue, Makati City Telephone Number: (632) 403-2410/403-2412/403-3433 Email address: [email protected] [email protected] The cost for the issuance and mailing of new stock certificate/s shall be for the account of the Company. The new stock certificates/s shall be forwarded to the shareholders of record at the address indicated on the information sheet.
Corporate Shareholders
1. Surrender the original copy of stock certificate/s (not necessarily endorsed) via courier service or registered mail to STSI. Neither the Company nor the STSI shall be liable for the loss of the stock certificate/s while in transit. 2. Submit a photocopy of the latest Articles of Incorporation / Partnership. 3. Submit a notarized copy of the Secretary’s Certificate designating the authorized representative(s) of the corporate shareholder 4. Submit a photocopy of the authorized representative(s)’ valid identification cards bearing his/her photograph and specimen signature All queries regarding the matter, or on stockholders’ records, stock transfers, stock certificates and other inquiries may be directed to the Company’s stock transfer agent, STSI, through:
Contact Persons: Ms. Marie F. Yumol/ Mr. Michael C. Capoy Business Address: 34th Floor, Unit D, Rufino Pacific Tower 6784 Ayala Avenue, Makati City Telephone Number: (632) 403-2410/403-2412/403-3433 Email address: [email protected] [email protected] The cost for the issuance and mailing of new stock certificate/s shall be for the account of the Company. The new stock certificates/s shall be forwarded to the shareholders of record at the address indicated on the information sheet.
Date of availability of new stock certificates
TBA
Procedures in case of lost stock certificates
1. Submit a notarized Affidavit of Loss The registered stockholder must submit a notarized Affidavit of Loss describing the lost stock certificate, including the certificate number, number of shares, and circumstances of the loss.
2. Submit an Affidavit of Publication An Affidavit of Publication must be submitted showing that the loss of the stock certificate was published in a newspaper of general circulation in the Philippines once a week for three (3) consecutive weeks.
3. Submit proof of the publication A sample/copy of the newspaper publication containing the details of the lost stock certificate must accompany the Affidavit of Publication.
4. Wait for one (1) year The new stock certificate will normally be issued after one (1) year from the last date of publication.
5. Option to expedite issuance If the shareholder wants the replacement certificate issued before one year, they may submit a surety bond from a reputable insurance company. The bond must be for 100% of the market value of the lost shares. All queries regarding the matter, or on stockholders’ records, stock transfers, stock certificates and other inquiries may be directed to the Company’s stock transfer agent, STSI, through:
Contact Persons: Ms. Marie F. Yumol/ Mr. Michael C. Capoy Business Address: 34th Floor, Unit D, Rufino Pacific Tower 6784 Ayala Avenue, Makati City Telephone Number: (632) 403-2410/403-2412/403-3433 Email address: [email protected] [email protected]
The cost for the issuance and mailing of new stock certificate/s shall be for the account of the Company. The new stock certificates/s shall be forwarded to the shareholders of record at the address indicated on the information sheet.
Other Relevant Information
Based on the Exchange Trading System, the BH shares are not classified; accordingly, no adjustments are required. Based on the Corporation’s records, the total number of listed shares is 499,987, whereas the Exchange’s records reflect only 20,000 listed shares. The discrepancy between the Corporation’s records and the Exchange’s records remains subject to reconciliation. The Corporation has undertaken a review of the historical records turned over by the former management. Despite diligent efforts to date, the present management has been unable to locate any records or supporting documentation establishing the ownership of the unaccounted shares, including the fractional 13 shares.
BHI Holdings, Inc.BH