C07730-2026

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)
Oct 29, 2026
2. SEC Identification Number
36073
3. BIR Tax Identification No.
000-508-271-000
4. Exact name of issuer as specified in its charter
UNION BANK OF THE PHILIPPINES
5. Province, country or other jurisdiction of incorporation
METRO MANILA
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
UNIONBANK PLAZA, MERALCO AVENUE CORNER ONYX STREET, ORTIGAS CENTER, PASIG CITY Postal Code 1605
8. Issuer's telephone number, including area code
(02) 8841-8600
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 3,316,405,584
11. Indicate the item numbers reported herein
ITEM 9 - OTHER EVENTS

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.

Union Bank of the PhilippinesUBP

PSE Disclosure Form 4-23 - Mergers and Consolidations References: SRC Rule 17 (SEC Form 17-C) and
Section 4.4 and/or Section 5 of the Revised Disclosure Rules

Subject of the Disclosure

Approval by the Board of Directors of the Integration of the Businesses of UnionDigital Bank, Inc. and UBX Philippines Corporation into Union Bank of the Philippines (the “Bank”)
Background/Description of the Disclosure

The disclosure is made further to the Bank’s disclosure dated October 23, 2026, which disclosed, among others, the approval by the Board of Directors of the plan to integrate into the Bank the businesses of two (2) of its subsidiaries, UnionDigital Bank, Inc. (“UD”) and UBX Philippines Corporation (“UBX”). The integration of each subsidiary shall be implemented through a separate transaction and remains subject to the required approvals from the Bangko Sentral ng Pilipinas and other regulatory authorities.
Date of Approval by Board of Directors Oct 23, 2026
Date of Approval by Stockholders TBA
Other Relevant Regulatory Agency, if applicable BSP, Philippine Competition Commission, SEC, Department of Labor and Employment
Date of Approval by Relevant Regulatory Agency TBA
Date of Approval by Securities and Exchange Commission TBA
Description of the transaction including the timetable for implementation and related regulatory requirements, if any

For UD, the consolidation will be implemented through a Business Transfer Agreement, where UnionBank will purchase certain assets and assume certain liabilities of UD. The transaction is intended to be consummated by April 2027.

For UBX, the consolidation will be implemented through the transfer of select assets from UBX to UBP, which is intended to be consummated by end of November 2026.
Justification on how the Merger is aligned with the Issuer's business model and strategic direction

The proposed consolidation of both UD and UBX into UnionBank is aligned with the Parent Bank’s broader strategy to sharpen focus on core capabilities and businesses and continue leading toward NextGen banking in the Philippines.
List of requested merger incentives with rationale

For UD, the following merger incentives are requested from the BSP:

1. BSP approval to exempt the Group from the requirement to inject additional capital into UnionDigital. Given the planned business integration, a capital infusion into UnionDigital would no longer serve its intended prudential objective and would result in unnecessary capital movements.

2. BSP approval for UnionBank's equity investment in UnionDigital not to be deducted from the Parent Bank's regulatory capital ratios. The continued deduction of the Equity Investment amount in UnionBank’s qualifying capital would not reflect the economic substance of the integration.
Identities of the parties to the transaction
Name Nature of Business Nature of any material relationship with the Issuer, their directors/officers or any of their affiliates
UnionDigital Bank Inc. Digital Bank Subsidiary. UnionDigital also has interlocking directors and officers with the Issuer.
UBX Philippines Corporation Fintech Subsidiary. UBX also has interlocking directors and officers with the Issuer.
Terms and conditions of the transaction
Plan of merger

Not applicable for both transactions.
Ratio of exchange of shares

Not applicable for both transactions.
Basis upon which the exchange ratio was determined

Not applicable for both transactions.
Number of shares subject of the merger

Not applicable for both transactions.
Timetable

For the UD-UBP transaction, the business transfer agreement is intended to be consummated by April 2027.

For the UBX-UBP transaction, the transfer is intended to be consummated by November 2026.
Conditions precedent to closing of the transaction, if any

The transactions are subject to obtaining the relevant regulatory approvals.

For the UD-UBP transaction, an additional closing condition, apart from the standard certification on warranties being true and correct as of Closing Date and is securing by UD of the consent of relevant third parties such as its customers and vendors covered by the business transfer.
Procedures for exchange

Not applicable.
Description of the company subject of the transaction
Nature and business

The description of the companies subject of the transactions, UD and UBX, are attached to this document as Annex A and Annex B, respectively.
Discussion of major projects and investments

The description of the companies subject of the transactions, UD and UBX, are attached to this document as Annex A and Annex B, respectively.
List of subsidiaries and affiliates, with percentage holdings
Name % Ownership
Please see attached Annexes A and B. -

Capital structure

Authorized capital stock
Type of Security /Stock Symbol Amount Number of Shares
Please see attached Annexes A and B. - -
Subscribed Shares
Type of Security /Stock Symbol Amount Number of Shares
Please see attached Annexes A and B. - -
Paid-Up Capital
Amount Please see attached Annexes A and B.
Number of Shares -
Issued Shares
Type of Security /Stock Symbol Amount Number of Shares
Please see attached Annexes A and B. - -
Outstanding Shares
Type of Security /Stock Symbol Amount Number of Shares
Please see attached Annexes A and B. - -
Par Value
Type of Security /Stock Symbol Amount
Please see attached Annexes A and B. -
Ownership Structure (including percentage holdings)
Name Number of Shares % Ownership
Please see attached Annexes A and B. - -
Board of Directors
Name (Regular or Independent)
Please see attached Annexes A and B. -
Principal Officers
Name Position/Designation
Please see attached Annexes A and B. -
Effect(s)/impact on the business, financial condition and operations of the Issuer

Please see attached Annexes A and B.
Other Relevant Information

The Date of Approval by the Stockholders is not applicable to the transaction. “TBA” was indicated solely due to the form’s field limitation. The integration of UD and of UBX into the Bank do not require UnionBank stockholders’ approval.
Filed on behalf by:
Name Joselito Banaag
Designation Senior Vice President, General Counsel and Corporate Secretary