C08183-2026

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)
Nov 12, 2026
2. SEC Identification Number
19073
3. BIR Tax Identification No.
000-288-698-000
4. Exact name of issuer as specified in its charter
First Philippine Holdings Corporation
5. Province, country or other jurisdiction of incorporation
Philippines
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
6th Floor Rockwell Business Center Tower 3, Ortigas Avenue, Pasig City Postal Code 1604
8. Issuer's telephone number, including area code
0286318024
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 424,500,608
11. Indicate the item numbers reported herein
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.

First Philippine Holdings CorporationFPH

PSE Disclosure Form 4-2 - Acquisition/Disposition of Shares of Another Corporation
References: SRC Rule 17 (SEC Form 17-C) and
Section 4.4 of the Revised Disclosure Rules

Subject of the Disclosure

Board approval of the sale of the company's entire 90.74% stake in Rockwell Land Corporation (Rockwell) to Creme Investment Corporation, subject to closing conditions.
Background/Description of the Disclosure

Current Report on SEC Form 17C
Date of Approval by
Board of Directors		 Nov 12, 2026
Rationale for the transaction including the benefits which are expected to be accrued to the Issuer as a result of the transaction

The divestment of Rockwell will enable FPH to redeploy resources towards investments in the FPH Group's energy, infrastructure and other businesses where significant opportunities are emerging.
Details of the acquisition or disposition
Date TBA
Manner

Special block sale with the PSE for the common shares and Deed of Absolute Sale for the preferred shares. Closing of the transaction is subject to the execution of definitive agreements, satisfaction of customary conditions precedent including Philippine Competition Commission approval, and the launch and conduct by Creme of a mandatory tender offer to other shareholders of Rockwell.
Description of the company to be acquired or sold

Rockwell was incorporated in 1975 as First Phliippine Realty and Development Corporation. In 1995, the SEC approved its name change to its present name. The company operates through 2 segments - residential development and commercial development. It was listed on the PSE in 2012.
The terms and conditions of the transaction
Number of shares to be acquired or disposed 8,046,015,375
Percentage to the total outstanding shares of the company subject of the transaction 90.74
Price per share 3.00 per common share and 0.01 per preferred share
Nature and amount of consideration given or received

Upon closing, Creme will pay FPH through wire transfer the amount of Php15,915,546,125 (broken down into Php15,888,046,125 for common shares and Php27,500,000 for preferred shares)
Principle followed in determining the amount of consideration

FPH engaged BDO Capital & Investment Corporation to provide a valuation opinion. The valuation range was P2.47 to P3.09 per common share. The agreed price of P3.00 per share falls within the upper end of that range, and was determined through arm's length negotiation between FPH and Creme. The consideration of P0.01 per preferred share was based on par value.
Terms of payment

Cash
Conditions precedent to closing of the transaction, if any

Execution of definitive agreements, satisfaction of customary conditions precedent including PCC approval, launch and conduct by Creme of a mandatory tender offer to the shareholders of Rockwell (other than FPH) as required under the relevant provisions of the Securities Regulation Code, to the satisfaction of the SEC
Any other salient terms

Conditions precedent long stop date is 12 months from execution of definitive agreements
Identity of the person(s) from whom the shares 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
Creme Investment Corporation Certain directors of FPH and Creme are related within the 4th civil degree of consanguinity or affinity
Effect(s) on the business, financial condition and operations of the Issuer, if any

The divestment of Rockwell will enable FPH to redeploy resources towards investments in the FPH Group's energy, infrastructure and other businesses where significant opportunities are emerging.
Other Relevant Information

In approving the transaction, the board of directors relied on a valuation report from financial advisor BDO Capital & Investment Corporation, alongside guidance from the company’s Independent Directors and external legal counsel.
Filed on behalf by:
Name Rachel Hernandez
Designation Vice President