Goodman Group Announces Cash Tender Offer

SYDNEY, April 20, 2026 (GLOBE NEWSWIRE) — Goodman Group (ASX: GMG) (“Goodman Group”) in the present day introduced a money tender supply (the “Provide”) by Goodman US Finance Three, LLC, a Delaware restricted legal responsibility firm (“Goodman”), to buy any and all the excellent 3.700% Assured Senior Notes due 2028 (the “Notes”) as set forth within the desk beneath.

The Provide is being made solely pursuant to the phrases and circumstances set forth in an Provide to Buy, dated April 20, 2026 (the “Provide to Buy”). Holders of the Notes are urged to fastidiously learn the Provide to Buy earlier than making any resolution with respect to the Provide. The Provide isn’t conditioned on any minimal quantity of the Notes being tendered. Topic to relevant legislation, Goodman could amend, prolong or terminate the Provide in its sole discretion. Capitalized phrases used however not outlined on this announcement have the meanings given to them within the Provide to Buy.

^{_________________________________
(1)} No illustration is made as to the correctness or accuracy of the CUSIP numbers listed on this announcement or printed on the Notes. Such info is supplied solely for the comfort of Holders of the Notes.

⁽²⁾ The consideration (the “Consideration”) payable per US$1,000 principal quantity of Notes validly tendered and accepted for buy shall be decided within the method described within the Provide to Buy by reference to the fastened unfold specified within the desk above (the “Mounted Unfold”), plus the yield to maturity of the U.S. Treasury Reference Safety (the “Reference Yield”) primarily based on the bid-side worth of the U.S. Treasury Reference Safety as quoted on the relevant Bloomberg Reference Web page specified above (the “Reference Web page”) at 10:00 a.m., New York Metropolis time, on April 27, 2026 (such date and time, as it could be prolonged, the “Value Dedication Date”). The sum of the Mounted Unfold and the Reference Yield is known as the “Repurchase Yield.” The calculation of the Consideration could also be carried out to both the Maturity Date or the Par Name Date for the Notes, as relevant, in accordance with commonplace market follow. The Consideration doesn’t embrace Accrued Curiosity, which shall be paid on Notes accepted for buy by us as described within the Provide to Buy.

⁽³⁾   Along with the Consideration, holders (every a “Holder” and, collectively, the “Holders”) of Notes accepted for buy pursuant to the Provide, together with Notes accepted pursuant to the Assured Supply Procedures described within the Provide to Buy, may even obtain Accrued Curiosity from, and together with, the final curiosity fee date to, however not together with, the Settlement Date (as outlined herein). See “The Provide—Consideration.”

The Provide will expire at 5:00 p.m., New York Metropolis time, on April 27, 2026, except prolonged or terminated (such time and date, as the identical could also be prolonged or terminated by Goodman in its sole discretion, topic to relevant legislation, the “Expiration Date”). Tendered Notes could also be withdrawn at or prior to five:00 p.m., New York Metropolis time, on April 27, 2026 (such time and date, as the identical could also be prolonged by Goodman in its sole discretion, the “Withdrawal Deadline”), however could not thereafter be validly withdrawn, except in any other case required by relevant legislation.

Holders of Notes should validly tender their Notes, or submit a Discover of Assured Supply and adjust to the associated procedures, previous to the Expiration Date, and never validly withdraw such tenders at or previous to the Withdrawal Deadline, so as to be eligible to obtain the Consideration. Accrued and unpaid curiosity shall be paid on all Notes validly tendered and accepted for buy, together with pursuant to the Assured Supply Procedures, from, and together with, the final curiosity fee date as much as, however not together with, the settlement date (the “Settlement Date”), which is anticipated to be on or about April 30, 2026, except prolonged. On the Value Dedication Date, except prolonged, Goodman will problem a press launch specifying, amongst different issues, the Consideration for the Notes validly tendered and accepted. Topic to all circumstances to the Provide (together with the Financing Situation (as outlined beneath)) having been happy or waived by Goodman, Goodman expects to pay, on the Settlement Date, the Consideration plus Accrued Curiosity for all Notes which might be (i) validly tendered at or previous to the Expiration Date (apart from Notes tendered pursuant to the Assured Supply Procedures), (ii) not validly withdrawn at or previous to the Withdrawal Deadline, and (iii) accepted for buy. For holders of Notes who ship a Discover of Assured Supply and all different required documentation at or previous to the Expiration Date, upon the phrases and topic to the circumstances set forth within the Provide to Buy, the deadline to validly tender their Notes utilizing the Assured Supply Procedures would be the second enterprise day after the Expiration Date and is anticipated to be 5:00 p.m., New York Metropolis time, on April 29, 2026. Topic to all circumstances to the Provide having been happy or waived by Goodman, Goodman expects to pay the Consideration plus Accrued Curiosity for all Notes validly tendered and accepted for buy pursuant to the Assured Supply Procedures concurrently with the Settlement Date on the third enterprise day after the Expiration Date, which is anticipated to be April 30, 2026, except prolonged.

The aim of the Provide is to buy sure of the Notes. Concurrently with the Provide, Goodman Group expects to undertake an providing of a number of new collection of senior notes that may mature past the Maturity Date of the Notes, together with the notes which might be the topic of the Financing Situation, thereby extending Goodman Group’s debt maturity profile. However every other provision of the Provide, Goodman is not going to be obligated to just accept for buy, or pay for, any Notes validly tendered and never validly withdrawn pursuant to the Provide if Goodman Group has not accomplished such a concurrent notes providing in an quantity enough to fund the Provide, on phrases and circumstances passable to Goodman, in its sole discretion, on or previous to the Settlement Date (the “Financing Situation”).

Moreover, Goodman Group and/or its associates could every now and then, after the consummation or termination of the Provide, buy extra Notes within the open market, in privately negotiated transactions, extra tender affords, trade affords or in any other case or Goodman could redeem extra Notes that stay excellent following the Provide pursuant to their phrases. Any future purchases or redemptions will rely upon varied elements current at the moment. There will be no assurance as to which, if any, of those options (or combos thereof) Goodman and/or its associates could select to pursue sooner or later. The impact of any of those actions could straight or not directly have an effect on the value of any Notes that stay excellent after the consummation or termination of the Provide. This announcement doesn’t represent a discover of redemption underneath the provisions of the indenture governing the Notes.

Seller Managers and Depositary and Info Agent

Goodman has retained HSBC Securities (USA) Inc. and J.P. Morgan Securities LLC to behave because the Seller Managers and D.F. King, together with D.F. King Ltd. and D.F. King & Co., Inc., to behave because the depositary and data agent in reference to the Provide. For extra info relating to the phrases of the tender supply, please contact HSBC Securities (USA) Inc. at 1-888-HSBC-4LM (U.S. toll-free), +852 3941 0223 (Hong Kong), +44 207 992 6237 (London) or +1 (212) 525-5552 (New York), or J.P. Morgan Securities LLC at +1 (866) 834-4666 (toll-free) or +1 (212) 834-3554 (acquire). Requests for copies of the Provide to Buy and questions relating to the tendering of Notes could also be directed to the depositary and data agent at +1 (646) 677-2521 (for banks and brokers) or +1 (800) 817-5468 (all others, toll-free) or electronic mail GoodmanUS@dfkingltd.com. The Provide to Buy and the associated Discover of Assured Supply will be accessed on the following hyperlink: https://clients.dfkingltd.com/goodman-us.

Vital Discover

This announcement should be learn at the side of the Provide to Buy. This announcement and the Provide to Buy include essential info which must be learn fastidiously earlier than any resolution is made with respect to the Provide. If any holder of Notes is in any doubt as to the contents of the Provide to Buy or the motion it ought to take, it is strongly recommended to hunt its personal monetary recommendation, together with in respect of any tax penalties, from its dealer, financial institution supervisor, solicitor, accountant or different unbiased monetary, tax or authorized adviser. Any particular person or firm whose Notes are held on its behalf by a dealer, vendor, financial institution, custodian, belief firm or different nominee or different middleman should contact such entity if it needs to tender such Notes pursuant to the Provide. None of Goodman, Goodman Group, the vendor managers, the depositary and data agent or the Trustee (nor any director, officer, worker, agent or affiliate of any such individual) makes any suggestion whether or not holders of Notes ought to tender or chorus from tendering Notes within the Provide, and nobody has been approved by any of them to make such a suggestion. Holders of Notes should make their very own selections as as to if to tender their Notes and, if that’s the case, the principal quantity of the Notes to tender.

This announcement is for informational functions solely and doesn’t represent a proposal to buy, or a solicitation of a proposal to promote, any safety. No supply, solicitation or buy shall be made in any jurisdiction through which such a proposal, solicitation or buy could be illegal. The Provide is simply being made pursuant to the Provide to Buy. Holders of the Notes are urged to fastidiously learn the Provide to Buy earlier than making any resolution with respect to the Provide.

Every holder of Notes taking part within the Provide may even be deemed to offer sure representations in respect of the different jurisdictions typically as set out within the part “The Provide—Process for Tendering Notes—Representations, Warranties and Undertakings” of the Provide to Buy. Any tender of Notes for buy from a holder of Notes that’s unable to make these representations is not going to be accepted. Every of Goodman, its associates, the Seller Managers and the depositary and data agent reserves the correct, in its absolute discretion, to research, in relation to any tender of Notes for buy, whether or not any such illustration given by a holder of Notes is appropriate and, if such investigation is undertaken and in consequence Goodman determines (for any cause) that such illustration isn’t appropriate, such tender shall not be accepted.

About Goodman Group

Goodman Group is a supplier of important infrastructure wanted to energy the digital financial system. Goodman Group owns, develops and manages prime quality logistics properties and knowledge facilities which might be near shoppers in key cities all over the world. Goodman Group operates within the core markets of Australia, the US, Larger China and Japan in Asia, Germany, France, Spain, Belgium, the Netherlands and Italy in Continental Europe, the UK and Brazil, along with having a major funding in New Zealand. As at April 10, 2026, primarily based on its fairness market capitalization of A$57.2 billion (US$40.5 billion), Goodman Group is the biggest property group listed on the ASX and one of many largest listed specialist funding managers and builders of business property and knowledge facilities globally. As at December 31, 2025, Goodman Group had over 1,000 workers throughout 28 places of work worldwide. As on the date of this announcement, Goodman Group has a portfolio of 23 straight owned stabilized properties and co-invests in a bigger portfolio of property held in partnerships. Goodman Group manages practically all of those partnerships, which supplies its funding companions entry to its specialist providers and property publicity.

Ahead-Wanting Statements

This announcement accommodates forward-looking statements. A few of these statements will be recognized by phrases and phrases comparable to “anticipate”, “ought to”, “probably”, “foresee”, “forecast”, “goal”, “imagine”, “estimate”, “anticipate”, “intend”, “proceed”, “ought to”, “may”, “could”, “plan”, “undertaking”, “predict”, “will”, and comparable expressions and embrace references to assumptions that we imagine are cheap and relate to our future prospects, developments and enterprise methods. Such statements replicate our present views and assumptions with respect to future occasions and are topic to dangers and uncertainties. Ahead-looking statements contain identified and unknown dangers, uncertainties and different essential elements that might trigger our precise outcomes, efficiency or achievements to vary materially from any future outcomes, efficiency or achievements expressed or implied by such forward-looking statements. The statements on this announcement that aren’t historic info, comparable to statements relating to the anticipated timing and outcomes of the Provide, Goodman’s capacity to finish the Provide, different phrases and circumstances of the Provide (together with the timing and outcomes of, and different expectations relating to, the Provide, the Financing Situation, and the concurrent senior notes providing), are forward-looking statements which might be primarily based on present expectations. Though Goodman believes that its expectations are primarily based on cheap assumptions, it can provide no assurance that these expectations will show appropriate. Ahead-looking statements, like all statements on this announcement, converse solely as of the date of this announcement (except one other date is indicated). Goodman doesn’t undertake any obligation to publicly replace any forward-looking statements, whether or not on account of new info, future occasions, or in any other case.