Commentary & Deal Flow

Goodman Group Announces Results of Cash Tender Offer for its 3.700% Guaranteed Senior Notes due 2028

SYDNEY, April 27, 2026 (GLOBE NEWSWIRE) -- Goodman Group (ASX: GMG) (“Goodman Group”) today announced the expiration and results of the previously announced cash tender offer (the “Offer”) by Goodman US Finance Three, LLC, a Delaware limited liability company (“Goodman”), to purchase any and all of its outstanding 3.700% Guaranteed Senior Notes due 2028 (the “Notes”). The Offer was made pursuant to the terms and conditions set forth in the Offer to Purchase, dated April 20, 2026 (the “Offer to Purchase”). Capitalized terms used but not defined in this announcement have the meanings given to them in the Offer to Purchase.

The Offer expired at 5:00 p.m., New York City time, today, April 27, 2026 (the “Expiration Date”). As of 5:00 p.m., New York City time, today, April 27, 2026 (the “Withdrawal Deadline”), tendered Notes may no longer be validly withdrawn. According to information provided by the Depositary and Information Agent, US$396,251,000 aggregate principal amount of the Notes were validly tendered (other than pursuant to the guaranteed delivery procedures set forth in the Offer to Purchase (the “Guaranteed Delivery Procedures”)) at or prior to the Expiration Date and not validly withdrawn at or prior to the Withdrawal Deadline, as set forth in the table below. In addition, Notices of Guaranteed Delivery in respect of US$390,000 aggregate principal amount of the Notes were submitted at or prior to the Expiration Date, as set forth in the table below.

Excluding Notes delivered pursuant to the Guaranteed Delivery Procedures (which remain subject to the Holders’ performance of the relevant delivery requirements set forth in the Offer to Purchase and the Notice of Guaranteed Delivery), Goodman intends to accept for purchase US$396,251,000 aggregate principal amount of the Notes pursuant to the Offer.

Holders of Notes tendering their Notes other than pursuant to the Guaranteed Delivery Procedures must have validly tendered their Notes at or prior to the Expiration Date, and not validly withdrawn their Notes at or prior to the Withdrawal Deadline, in order to be eligible to receive US$993.64 in cash for each $1,000 principal amount of the Notes (the “Consideration”) on the Settlement Date. Holders of Notes tendering their Notes pursuant to the Guaranteed Delivery Procedures must have submitted a Notice of Guaranteed Delivery at or prior to the Expiration Date, and must comply with the related Guaranteed Delivery Procedures by the Guaranteed Delivery Date, in order to be eligible to receive the Consideration, which is expected to be paid to such Holders on or about April 30, 2026. In addition to the Consideration, Holders whose Notes are accepted for purchase, including pursuant to the Guaranteed Delivery Procedures, will receive a cash payment representing the accrued and unpaid interest on such Notes from, and including, the last interest payment date up to, but not including, the settlement date (the “Settlement Date”), which is expected to be on or about April 30, 2026, unless extended. Interest will cease to accrue on the Settlement Date for all accepted Notes, including those tendered through the Guaranteed Delivery Procedures.

Dealer Managers and Depositary and Information Agent

Goodman has retained HSBC Securities (USA) Inc. and J.P. Morgan Securities LLC to act as the Dealer Managers and D.F. King, including D.F. King Ltd. and D.F. King & Co., Inc., to act as the Depositary and Information Agent in connection with the Offer. For additional information regarding the terms of the tender offer, 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 (collect). Requests for copies of the Offer to Purchase and questions regarding the tendering of Notes may be directed to the Depositary and Information Agent at +1 (646) 677-2521 (for banks and brokers) or +1 (800) 817-5468 (all others, toll-free) or email GoodmanUS@dfkingltd.com. The Offer to Purchase and the related Notice of Guaranteed Delivery can be accessed at the following link: https://clients.dfkingltd.com/goodman-us.

About Goodman Group

Goodman Group is a provider of essential infrastructure needed to power the digital economy. Goodman Group owns, develops and manages high quality logistics properties and data centers that are close to consumers in key cities around the world. Goodman Group operates in the core markets of Australia, the United States, Greater China and Japan in Asia, Germany, France, Spain, Belgium, the Netherlands and Italy in Continental Europe, the United Kingdom and Brazil, in addition to having a significant investment in New Zealand. As at April 10, 2026, based on its equity market capitalization of A$57.2 billion (US$40.5 billion), Goodman Group is the largest property group listed on the ASX and one of the largest listed specialist investment managers and developers of industrial property and data centers globally. As at December 31, 2025, Goodman Group had over 1,000 employees across 28 offices worldwide. As at the date of this announcement, Goodman Group has a portfolio of 23 directly owned stabilized properties and co-invests in a larger portfolio of assets held in partnerships. Goodman Group manages nearly all of these partnerships, which gives its investment partners access to its specialist services and property exposure.