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
940,403,854
11. Indicate the item numbers reported herein
Item No. 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.
Prime Media Holdings, Inc.PRIM
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
Updates on the Amendments of the Articles of Incorporation
Background/Description of the Disclosure
The Board of Directors and the Stockholders representing at least two-thirds (2/3) of the outstanding capital stock of the Company approved the following proposed amendments to the Amended Articles of Incorporation on June 22, 2026 and July 15, 2026, respectively:
(i) Decrease in authorized stock from PhP 4,039,659,336.00 to PhP 3,999,659,336.00 to retire all Series “A” Preferred Shares. (ii) To delete all other provisions/ paragraphs in the Seventh Article of the Articles of Incorporation relating to Preferred Shares.
Date of Approval by Board of Directors
Jun 22, 2026
Date of Approval by Stockholders
Jul 15, 2026
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
N/A
Date of Receipt of SEC approval
N/A
Amendment(s)
Article No.
From
To
Seventh
Please see attached Annex “A”
Please see attached Annex “A”
Rationale for the amendment(s)
After the conversion of the remaining Series “A” non-voting and convertible preferred shares into common shares and its subsequent retirement by way of decrease in capital stock, all shareholders whose shares were converted into common shares will have the same voting rights and privileges.
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
The Corporation shall eliminate the preferred Series “A” shares and convert them into common shares to simplify its capital structure, align shareholder rights under a single class of equity, and reduce the administrative and governance complexities associated with maintaining multiple share classes.