(Exact name of registrant as specified in its charter)
Pacific Airport Group
United Mexican States
(Translation of registrant’s name into English)
(Jurisdiction of incorporation or organization)
Avenida Mariano Otero No. 1249-B
Torre Pacífico, Piso 6
Col. Rinconada del Bosque
44530Guadalajara, Jalisco
Mexico
(Address of principal executive offices)
Saúl Villarreal García
Chief Financial Officer
Grupo Aeroportuario del Pacífico, S.A.B. de C.V.
Avenida Mariano Otero No. 1249-B
Torre Pacífico, Piso 6
Col. Rinconada del Bosque
44530Guadalajara, Jalisco
Mexico
Telephone: + 52 (33) 38801100 ext. 20294
svillarreal@aeropuertosgap.com.mx
(Name, telephone, e-mail and/or facsimile number and address of company contact person)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Series B Shares
GAP B
New York Stock Exchange, Inc.*
American Depositary Shares (ADSs),
each representing ten Series B Shares
PAC
New York Stock Exchange, Inc.
*Not for trading, but only in connection with the registration of American Depositary Shares, pursuant to the requirements of the Securities and Exchange Commission.
Securities registered or to be registered pursuant to Section 12(g) of the Act: None
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: N/A
Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report:
Title of each class:
Number of Shares
Series B Shares
429,485,845
Series BB Shares
75,791,619
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes ☐ No ☒
Note: Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). N/A
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
☒
Accelerated filer
☐
Non-accelerated filer
☐
Emerging growth company
☐
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards* provided pursuant to Section 13(a) of the Exchange Act. ☐
*The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
U.S. GAAP ☐
International Financial Reporting Standards as issued by the International Accounting Standards Board
☒
Other
☐
If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow:
Item 17
☐
Item 18
☐
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
This annual report on Form 20-F contains forward-looking statements. We may, from time to time, make forward-looking statements in our reports to the Securities and Exchange Commission, or the SEC, on Forms 20-F and 6-K, in our annual reports to shareholders, in offering circulars and prospectuses, in press releases and other written materials and oral statements made by our officers, directors or employees to financial analysts, institutional investors, representatives of the media and others. Examples of such forward-looking statements include:
•
projections of revenues, income from operations, net profit (loss), net profit (loss) per share, capital expenditures, dividends, capital structure or other financial items or ratios;
•
statements of our plans or objectives;
•
changes in our regulatory environment;
•
statements about our future economic performance or that of the countries in which we operate or the countries to and from which the passengers who use our airports arrive and depart; and
•
statements of assumptions underlying such statements.
Words such as “believe,” “anticipate,” “plan,” “expect,” “intend,” “target,” “estimate,” “project,” “predict,” “forecast,” “guideline,” “should” and similar expressions are intended to identify forward-looking statements but are not the exclusive means of identifying such statements.
Forward-looking statements involve inherent risks and uncertainties. We caution you that several important factors could materially cause results to differ from the projections, plans, objectives, expectations, estimates, and intentions expressed in forward-looking statements. These factors, some of which are discussed below under “Risk Factors,” include material changes in the performance or terms of our concessions, developments in legal proceedings, economic and political conditions and government policies in Mexico, Jamaica, or elsewhere, inflation rates, exchange rates, regulatory developments, customer demand, and competition. We caution you that the abovementioned list of factors is not exclusive and that eventualities related to other risks and uncertainties may cause results to differ materially from those expressed in forward-looking statements. Additionally, we have approximated certain numbers in this annual report to their closest round numbers or a given number of decimal places. Due to rounding, figures shown as totals in tables may not be arithmetic aggregations of the figures preceding them.
Forward-looking statements speak only as of the date they are made, and we do not undertake any obligation to update them in light of new information or future developments.
Item 1.Identity of Directors, Senior Management and Advisers
Not applicable.
Item 2.Offer Statistics and Expected Timetable
Not applicable.
Item 3.Key Information
SELECTED FINANCIAL AND OTHER DATA
The tables below present selected financial information and other data for the periods indicated. This information should be read alongside our audited consolidated financial statements, including the accompanying notes, referenced in Item 18 of this document. Our audited consolidated financial statements have been in accordance with International Financial Reporting Standards Accounting Standards (“IFRS”), as issued by the International Accounting Standards Board (“IASB”).
Throughout this annual report on Form 20-F, references to “U.S. dollars” or “U.S.$” refer to the lawful currency of the United States of America; references to “pesos,” “Mexican pesos,” or “Ps.” refer to the lawful currency of Mexico; and references to “Jamaican dollars” or “J$” refer to the lawful currency of Jamaica. Our audited consolidated financial statements are presented in Mexican pesos.
This annual report includes translations of certain peso amounts into U.S. dollars at specified exchange rates solely for the convenience of readers. These translations should not be construed as representations that the peso amounts represent, or could be converted into, U.S. dollars at the rates indicated or any other rate. Unless otherwise stated, U.S. dollar amounts have been translated from Mexican pesos at an exchange rate of Ps.18.0057 to U.S.$1.00, the noon buying rate for Mexican pesos on December 31, 2025, as published by the U.S. Federal Reserve Board. On April 10, 2026, the exchange rate published by the U.S. Federal Reserve Board was Ps. 17.3023 to U.S.$1.00.
This annual report also includes references to “workload units,” a measure of an airport’s passenger traffic and cargo volume. One workload unit corresponds to one terminal passenger or 100 kilograms (220 pounds) of cargo. References to “terminal passengers,” indicate passengers arriving and departing on commercial and general aviation flights, excluding transit passengers. “Transit passengers” are those who do not do not disembark the aircraft on a multiple-stop itinerary. “Total passengers” represents the sum of terminal and transit passengers. “Commercial aviation passengers” include terminal and transit passengers but exclude general aviation passengers traveling on non-commercial aircraft. References to “air traffic movements” reflect the total number of aircraft arrivals and departures at an airport.
When reviewing this annual report, readers should note that certain margin and ratio calculations involving “total revenues” or “total operating costs” reflect the impact of International Financial Reporting Interpretation Committee 12 Service Concession Arrangements (“IFRIC 12”). IFRIC 12 establishes the accounting treatment for service concession agreements involving public infrastructure. Under this standard, we recognize revenues and the corresponding costs associated with improvements to concession assets that we are required to carry our at our airports pursuant to our Master Development Programs in Mexico and Capital Development Programs in Jamaica. Revenues from these services equal the related costs incurred, as we do not earn a profit margin on such activities. The improvements are recorded at market value; accordingly, revenues from improvements to concession assets do not generate cash inflows and are not directly linked to passenger traffic, which is our primary revenue driver.
As a result, changes in total revenues, total operating costs, operating margin, total revenues per terminal passenger, and other financial ratios presented in this annual report may not be directly comparable across periods. Where appropriate, we provide parenthetical disclosure of comparable amounts or alternative measures. Nominal results used in calculating certain margins, such as income from operations, are not affected by IFRIC 12 and therefore remain comparable. See “Item 5, Operating and Financial Review and Prospects – Critical Accounting Policies.”
(thousands of pesos, except per share and per ADS data)
(thousands of U.S. dollars; except per share and per ADS data) (1)
Profit or loss and other comprehensive income data:
Revenues:
Aeronautical services (2)
Ps.
11,983,954
Ps.
17,336,734
Ps.
19,267,395
Ps.
19,110,067
Ps.
22,821,817
U.S.$
1,270,229
Non-aeronautical services (3)
3,662,441
5,197,238
6,165,429
7,671,766
9,704,090
540,115
Improvements to concession assets (4)
3,368,511
4,846,404
7,791,320
6,832,541
8,882,633
494,394
Total revenues
19,014,906
27,380,376
33,224,144
33,614,374
41,408,540
2,293,360
Operating costs:
Employee cost (5)
1,115,750
1,373,264
1,724,461
2,125,958
2,577,441
143,457
Maintenance (5)
546,548
730,568
728,618
848,575
1,256,387
69,929
Safety, security and insurance (5)
510,440
577,122
691,155
831,411
927,048
51,598
Utilities (5)
391,836
474,032
485,265
542,482
605,959
33,727
Expected credit loss of the year (5)
15,487
41,444
29,395
24,768
12,186
678
Other operation expenses (5)
409,570
584,624
721,175
890,047
1,111,726
61,877
Technical assistance fees (6)
526,220
756,648
851,320
845,234
971,750
54,086
Concession taxes (7)
1,231,044
1,895,182
2,532,896
2,666,751
3,817,751
212,490
Depreciation and amortization:
Depreciation (8)
546,128
728,860
851,577
1,214,148
1,328,308
73,932
Amortization (9)
1,504,411
1,584,461
1,694,125
1,846,891
2,423,640
134,896
Total depreciation and amortization
2,050,539
2,313,321
2,545,702
3,061,039
3,751,948
208,828
Other income - net
(8,232)
(26,428)
(15,876)
(105,076)
(86,404)
(4,809)
Cost of improvements to concession assets (4)
3,368,511
4,846,404
7,791,320
6,832,541
8,882,633
494,394
Total operating costs
10,157,713
13,566,181
18,085,431
18,563,730
23,828,425
1,326,255
Income from operations
8,857,193
13,814,195
15,138,713
15,050,644
17,580,115
978,483
Finance cost - net
(1,027,930)
(1,538,509)
(2,377,023)
(2,934,903)
(3,466,277)
(192,928)
Share of profit (loss) of associates
-
-
Income before income taxes
7,829,263
12,275,686
12,761,690
12,115,741
14,113,838
785,555
Income tax expense
1,785,546
3,090,212
3,072,090
3,240,302
4,113,229
228,936
Net profit for the year
6,043,717
9,185,474
9,689,600
8,875,439
10,000,609
556,619
Other comprehensive income
Exchange differences on translating foreign operations
30,810
(488,316)
(893,709)
1,132,599
(1,014,424)
(56,461)
Remeasurements of employee benefit – net of income taxes
15,263
8,802
(15,932)
10,201
9,600
534
Cash flow hedges, effective portion of changes in fair value, net of income tax
500,765
100,966
(69,905)
(65,303)
4,584
255
Total comprehensive income for the year
6,590,555
8,806,926
8,710,054
9,952,936
9,000,369
500,947
Profit for the year attributable to:
Controlling interest
5,997,492
9,013,147
9,542,912
8,612,157
9,565,171
532,383
Non-controlling interest
46,225
172,327
146,688
263,282
435,438
24,236
Profit for the year
6,043,717
9,185,474
9,689,600
8,875,439
10,000,609
556,619
Total comprehensive income for the year
Controlling interest
6,510,307
8,664,216
8,641,234
9,567,162
8,633,524
480,529
Non-controlling interest
80,248
142,710
68,820
385,774
366,845
20,418
Total comprehensive income for the year
6,590,555
8,806,926
8,710,054
9,952,936
9,000,369
500,947
Basic and diluted earnings per share (10)
Ps.
11.5476
Ps.
17.7294
Ps.
18.8864
Ps.
17.0444
Ps.
18.9305
U.S.$
1.0536
Dividends per share (11)
Ps.
0.0000
Ps.
14.4000
Ps.
14.8400
Ps.
0.0000
Ps.
16.8400
U.S.$
0.9353
Basic and diluted earnings per ADS (10)
Ps.
115.4760
Ps.
177.2940
Ps.
188.8648
Ps.
170.4441
Ps.
189.3053
U.S.$
10.5365
Dividends per ADS (11)
Ps.
0.0000
Ps.
144.0000
Ps.
148.4000
Ps.
0.0000
Ps.
168.4000
U.S.$
9.3526
Other operating data:
Total terminal passengers (thousands of passengers) (12)
43,027
56,481
63,464
62,156
63,686
63,686
Total air traffic movements (thousands of movements)
531
610
623
601
621
621
Total revenues per terminal passenger (13)
Ps.
442
Ps.
485
Ps.
524
Ps.
541
Ps.
650
U.S.$
36.19
Aeronautical and non-aeronautical services per terminal passenger
Ps.
364
Ps.
399
Ps.
401
Ps.
431
Ps.
511
U.S.$
28.43
Statement of financial position data:
Cash and cash equivalents
Ps.
13,332,877
Ps.
12,371,464
Ps.
10,055,211
Ps.
13,466,027
Ps.
10,453,198
U.S.$
581,810
Total current assets
16,397,575
15,511,780
13,709,402
17,457,511
15,223,923
847,341
Airport concessions, net
10,328,521
9,668,698
8,778,988
9,622,181
8,740,044
486,458
Rights to use airport facilities, other acquired rights net
1,208,406
1,135,009
1,461,098
3,860,097
3,144,546
175,021
Total assets
55,323,085
60,505,341
67,444,859
81,653,073
88,140,275
4,905,758
Current liabilities
9,362,958
6,919,970
12,085,579
20,450,088
16,644,339
926,399
Total liabilities
34,894,485
40,677,296
46,500,212
57,031,334
63,304,344
3,523,426
Total equity attributable to controlling interest
19,288,380
18,638,866
19,781,783
22,345,799
22,470,451
1,250,672
Common stock
170,381
8,197,536
8,197,536
1,194,390
1,194,390
66,478
Non-controlling interest
1,140,220
1,189,179
1,162,864
2,275,940
2,365,480
131,659
Statement of cash flows data:
Net cash flows provided by operating activities
Ps.
11,095,446
Ps.
12,519,706
Ps.
13,934,854
Ps.
16,674,340
Ps.
18,249,740
U.S.$
1,015,754
Net cash flows used in investing activities
(4,969,308)
(8,482,383)
(11,092,156)
(8,784,984)
(12,271,118)
(682,992)
Net cash flows used in financing activities
(7,351,525)
(4,925,702)
(4,789,761)
(5,020,054)
(9,476,956)
(527,474)
Effects of exchange rate changes on cash held:
113,715
(73,034)
(369,190)
541,514
485,505
27,022
(Decrease) increase in cash and cash equivalents
(1,111,672)
(961,413)
(2,316,253)
3,410,816
(3,012,829)
(167,690)
(1)
The amounts have been translated into U.S. dollars at the rate of Ps.18.0057 per U.S.$1.00, based on the noon buying rate published by the U.S. Federal Reserve Board on December 31, 2025. Such U.S. dollar amounts are presented solely for the convenience of the reader and should not be construed as representations that the peso amounts could have been converted into U.S. dollars at this rate or any other rate. Per-share amounts are expressed in U.S. dollars (not in thousands). Operating data are presented in the units indicated.
(2)
Revenues from aeronautical services consist primarily of regulated fees, including charges per departing passenger, aircraft landing and parking fees, charges for transporting passengers from the aircraft to the terminal building, security charges per departing passenger, and other regulated revenue sources. For further detail on our regulatory framework and maximum tariffs, see “Item 4, Information on the Company – Regulatory Framework.” For specific exclusions applicable to these fees in Mexico and Jamaica, see “Item 4, Information on the Company – Business Overview – Our Sources of Revenues – Aeronautical Services – Passenger Charges.”
(3)
Revenues from non-aeronautical services include revenues that are not subject to our maximum regulated tariffs. These primarily arise from leasing commercial space to tenants, advertisers, certain ground transportation providers, and other miscellaneous sources. We also generate revenues from business lines operated directly by us, including car parking charges, advertising, VIP lounges, convenience stores, hotel operation and cargo and bonded warehouse business. Currently, car parking services are regulated under the Mexican Airport Law but are excluded from the maximum
regulated tariff; however, the Ministry of Infrastructure, Communication and Transportation (Secretaría de Infraestructura, Comunicaciones y Transportes), or “SICT,” has the authority to determine whether to regulate these tariffs in the future.
(4)
Revenues from improvements to concession assets refer to revenues recognized in connection with improvements made to concession assets, as well as the associated costs from capital expenditures agreed with the Mexican government under our Master Development Programs and with the Jamaican government under our Capital Development Programs. These amounts do not result in actual cash inflows and do not affect our consolidated net profit, as the revenues recognized equal the costs incurred. For more information, see “Item 4, Information on the Company – Business Overview.”
(5)
Cost of services includes employee cost, maintenance, safety, security, insurance, utilities, allowances for expected credit losses, and other operating expenses.
(6)
We pay a technical assistance fee to Aeropuertos Mexicanos del Pacífico, S.A. de C.V., pursuant to the technical assistance agreement entered into in connection with AMP’s purchase of our Series BB shares. This fee is described in Item 7 of this document. On December 11, 2025, our shareholders approved the Business Combination that, upon completion, would result in the merger of AMP into GAP and the internalization of these technical assistance services, including the elimination of this fee on a consolidated basis. The Business Combination remains in the process of implementation. See “Item 4, Information on the Company — History and Development of the Company — Pending Business Combination”
(7)
Each of our subsidiary concession holders in Mexico is required to pay a concession tax to the Mexican government in accordance with the Mexican Federal Duties Law (Ley Federal de Derechos) for the use of public domain assets as specified in their respective concessions. The current rate is 9.0% of gross annual revenues (excluding revenues from improvements to concession assets and the recovery of costs). This rate was 5.0% for 2021, 2022, and 2023. The concession tax applicable at Montego Bay Airport (excluding revenues from improvements to concession assets and the recovery of costs) was 12.0% for 2021, 12.7% for 2022, 27.9% for 2023, 31.1% for 2024, and 27.0% for 2025. Following amendments to the concession agreements with the Airports Authority of Jamaica ( “AAJ”) signed on July 26, 2024, implemented in response to the impacts of the COVID-19 pandemic, the concession tax at Kingston airport decreased to 53.22% beginning in July 2024 retroactively applicable to the period through September 2023. This represents a reduction from the previous rate of 62.01% of gross annual aeronautical and commercial revenues. For more information, see “Item 5, Operating and Financial Review and prospects – Mexican Concession Tax and Jamaican Concession Taxes.”
(8)
Reflects depreciation of machinery, equipment, and improvements to leased buildings.
(9)
Reflects amortization of concessions rights, improvements to concession assets, rights to use airport facilities, and recovered long-term leases and parking lots.
(10)
Based on weighted average common shares outstanding (excluding treasury shares) of 519,372,684, 508,371,309, 505,277,464, 505,277,464, and 505,277,464 for the years ended December 31, 2021, 2022, 2023, 2024, and 2025, respectively, reflecting our repurchase program. Earnings per ADS are based on a ratio of 10 Series B shares per ADS.
(11)
Dollar amounts per share were as follows: U.S.$ 0.0000 in 2021, U.S.$0.7386 in 2022, U.S.$0.8781 in 2023, U.S.$0.6646in 2024, and U.S.$0.9353 in 2025. Dollar amounts per ADS were U.S.$0.0000 in 2021, U.S.$9.0939 in 2022, U.S.$7.3858 in 2023, U.S.$6.6457 in 2024, and U.S.$9.35259 in 2025. All per-share and per-ADS amounts are expressed in U.S. dollars (not in thousands).
(12)
This includes all arriving, departing, and transfer passengers (passengers who arrive on one aircraft and depart on another). It excludes transit passengers, who generally remain on the same aircraft.
(13)
Represents total revenues for the period divided by terminal passengers, expressed in pesos (not in thousands).
Our business is subject to numerous risks and uncertainties, including risks that may prevent us from achieving our business objectives or adversely affect our business, financial condition, results of operations, cash flows, and prospects. These risks are discussed more fully below and include, but are not limited to, risks related to:
Risks Related to Our Operations
•
Our revenues depend highly on passenger and cargo traffic volumes and air traffic levels, which largely depend on factors beyond our control.
•
Our business could be adversely affected by global political developments, particularly with regard to United States policies toward Mexico.
•
An economic slowdown and market volatility from tariffs could adversely affect our business and financial performance.
•
A global economic and financial crisis may affect our business.
•
Competition from other tourist destinations could adversely affect our business.
•
Negative economic developments in Mexico could reduce domestic passenger traffic at our airports, adversely affecting our business and results of operations.
•
Our business is particularly sensitive to economic conditions and other developments in the United States.
•
The imposition of new tariffs on imports from Mexico to the U.S. could adversely affect our cargo business in the future.
•
Levels of passenger and cargo traffic volumes and air traffic at our airports are highly sensitive to the impact on airlines of international petroleum prices and access to credit.
•
Our business is highly dependent upon revenues from five airports and could be adversely impacted by any condition affecting those airports.
•
International events, including acts of terrorism, wars, and global epidemics, could have a negative impact on international air travel.
•
Cyberattacks or other interruptions of our security or information network could adversely affect the operations of our airports and our financial results.
•
If we fail to maintain effective internal controls, any material weakness could adversely affect our ability to report our results of operations accurately and could cause a loss of investor confidence and may adversely impact our stock price.
•
Security enhancements and requirements may require additional investments or result in additional expenses.
•
Our revenues and profitability may be adversely affected if we fail our business strategy.
•
Our acquisitions may not achieve anticipated benefits and may increase our liabilities, disrupt our existing business, and harm our results of operations.
•
Our leverage could adversely affect our ability to raise additional capital to fund our operations and limit our ability to react to changes in the economy or our industry.
•
Changes to reference rates could have an adverse effect on our business, results of operations, and financial condition
•
Covenants in our debt may limit our discretion with respect to certain business matters.
•
If a change in relations with our labor force should occur, such a change could have an adverse impact on the results of our operations.
•
The loss of, or suspension of operations by, one or more of our key customers could result in the loss of a significant amount of our revenues.
•
The main domestic airlines operating at our Mexican and Jamaican airports have, in the past, refused to pay certain increases in our specific tariffs for aeronautical services and could refuse to pay additional increases in the future.
•
The airlines at our airports may refuse to continue collecting passenger charges on our behalf, or we may decide to collect passenger charges ourselves, which would result in increased costs for us.
The operations of our airports may be disrupted due to the actions of third parties, which are beyond our control.
•
Legal claims and other actions by the former holders of land comprising certain of our Mexican airports may disrupt the operations and security of these airports.
•
We may be liable for property tax claims asserted against us by certain Mexican municipalities.
•
The inability to generate sufficient future taxable profits or adverse changes to tax laws, regulatory requirements, or accounting standards could have a negative impact on the recoverability of certain deferred tax assets.
•
Events such as pandemics, epidemics, other catastrophes, extreme weather conditions, and natural or health-related disasters could negatively impact the Company’s operations and financial results.
•
Extreme weather and natural disasters could adversely affect our business.
Risks Related to the Regulation of Our Business
•
We provide a public service regulated by the governments of Mexico and Jamaica, and our flexibility in managing our aeronautical activities is limited by the regulatory environments in which we operate.
•
We cannot predict how the laws and regulations governing our business could be applied.
•
The regulations under which the maximum rates applicable to our aeronautical revenues in Mexico and to the maximum regulated charges that we may collect at our Jamaican airports are established do not guarantee that we or any of our airports will be profitable.
•
Our business is dependent on international regulations affecting airlines.
•
Our results of operations may be adversely affected by required efficiency adjustments to our maximum rates in Mexico.
•
We could be subject to sanctions if we exceed the maximum rate at any Mexican airport at the end of any year.
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The Mexican government may terminate or re-acquire our Mexican concessions under various circumstances, some of which are beyond our control.
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The Jamaican government may terminate or re-acquire the concessions held by our Jamaican airports under various circumstances, some of which are beyond our control.
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The Mexican and Jamaican governments could grant new concessions that compete with our airports.
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The SICT could require us to monitor certain aircraft movements at our Mexican airports that we do not currently control, which could result in increased costs.
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Changes to Mexican tax laws, regulations, and decrees applicable to us could have a material adverse impact on our results of operations.
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If we fail to fulfill the requirements of our Master Development Programs or our Capital Development Programs, our airports could suffer specific negative consequences, including termination of their respective concessions.
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Our operating results could be adversely affected if the airlines fail to collect sufficient Airport Improvement Fees for MBJA or if MBJA does not receive approval for the use of these funds to offset costs associated with capital investments at Montego Bay airport.
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Increasing scrutiny and evolving expectations from customers, regulators, investors, and other stakeholders concerning our environmental, social, and governance practices may impose additional costs on us or expose us to new or additional risks
Risks Related to Our Strategic Shareholder
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AMP, or if the Pending Business Combination is completed, the former shareholders of the merged companies, as holders of our Series BB shares, have a significant influence over our operations, and their interests may differ from those of other shareholders.
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Disputes among AMP’s shareholders may affect our shareholders’ meetings or management.
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If AMP, or following the completion of the Pending Business Combination, the former shareholders of the merged companies should decide to sell all or a portion of their interest in us, our operations and share price could be adversely affected.
Our operations could be adversely affected if the Pending Business Combination is not completed and the technical assistance agreement is not renewed with AMP.
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Failure to comply with certain requirements of the privatization guidelines and the participation agreement relating to our privatization could have a material and adverse effect on our operations or the value of our securities.
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Disputes with or among our shareholders or challenges to certain provisions of our bylaws may affect our operations.
Risks Related to Our Pending Business Combination.
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We may not complete our Pending Business Combination or realize its anticipated benefits due to execution risks, including the execution of definite transaction agreements and satisfaction of closing conditions.
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If completed, our Pending Business Combination may be challenging to integrate and could divert management attention and resources from our existing operations.
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CBX’s operations depend on U.S. and Mexican border policies; if we complete the Pending Business Combination, recent policy changes or reduced border crossings would materially affect our investment.
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If the Pending Business Combination is completed, could be subject to new U.S. regulatory requirements
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Internalization of technical assistance services following the approval of the Pending Business Combination may not achieve expected benefits and could adversely affect expected benefits.
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The Pending Business Combination, if completed, could result in dilution to our existing shareholders, and the valuation underlying the transaction may not be realized.
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We cannot assure that the number of shares to be issued by GAP as part of the business combination could reflect the value of the merged companies, or that they could be considered by all of our shareholders to be in the best interest of GAP.
Risks Related to Mexico
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Our business is significantly dependent upon the volume of air passenger traffic in Mexico, and negative economic developments and security concerns in Mexico could adversely affect our business and results of operations.
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Political developments and constitutional reforms in Mexico could have an adverse effect on our business, results of operations, or financial condition.
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Fluctuations in the value of the peso relative to the U.S. dollar could adversely affect our results of operations and financial condition.
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The Mexican government exercises significant influence over the economy, and we face the risk of change in law.
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Our business could be adversely affected by other claims by certain Mexican municipalities.
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The security situation in Mexico could adversely affect the Company’s business, operating results, and financial condition.
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Adverse domestic events could negatively impact our business and the results of our operations.
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Minority shareholders may be less able to enforce their rights against us, our directors, or our strategic shareholders in Mexico.
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We are subject to different corporate disclosure and accounting standards than U.S. companies.
Risks Related to Jamaica
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Adverse economic conditions in Jamaica may adversely affect our financial condition or the results of our operations.
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Political conditions in Jamaica could materially and adversely affect Jamaican economic policy or business conditions and, in turn, our operations in Jamaica.
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Our business in Jamaica is subject to substantial governmental regulation.
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High incidences of crime in Jamaica and violence related to drug trafficking could adversely affect our business.
Government tax legislation in Jamaica may have an adverse effect on our financial condition and the results of our operations.
Risks Related to Our Structure, Shares, and the Securities Market
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Our ability to pay dividends and meet our debt obligations depends on our subsidiaries paying us dividends and transferring other income.
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Priority in the case of bankruptcy.
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The Company’s bylaws can discourage acquisitions and depress the market for our shares.
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As a result of the volatility of the Mexican stock market, the market price of shares may experience extreme fluctuations in price and trading volume.
Risks Related to Our Operations
Our revenues depend highly on passenger and cargo traffic volumes and air traffic levels, which largely depend on factors beyond our control.
Our revenues are closely tied to passenger and cargo traffic, as well as to the number of air traffic movements at our airports. These factors directly influence our revenues from aeronautical services and indirectly affect our non-aeronautical services revenues. Passenger charges, collected by airlines for each departing passenger, subject to certain exclusions described in “Item 4, Information on the Company – Business Overview – Our Sources of Revenue – Aeronautical Services – Passenger Charges,” represent our principal source of aeronautical revenues. Passenger charges accounted for 48.3%, 46.6%, and 45.3% of our total revenues in 2023, 2024, and 2025 respectively, and 63.2%, 58.5%, and 57.6% of our aeronautical and non-aeronautical revenues in the same years.
Passenger and cargo traffic volumes, as well as air traffic movements, depend on various factors outside our control. These include economic conditions in Mexico, Jamaica, the United States, Canada, and Europe; political developments in these regions and elsewhere; public health crises; the competitiveness and attractiveness of destinations served by our airports; fluctuations in petroleum prices; disruptions in global debt markets; and changes in regulatory policies affecting the aviation industry. Any decrease in air traffic to or from our airports resulting from these factors could negatively affect our business, results of operations, prospects, and financial condition.
Our business could be adversely affected by global political developments, particularly with regard to United States policies toward Mexico.
Changes in economic, political and regulatory conditions in the United States including in laws, foreign policy or trade could create uncertainty in the international markets and could have a negative impact on the Mexican economy. Economic conditions in Mexico are highly correlated with economic conditions in the United States. This correlation is due, in part, to the high degree of economic activity between the two countries generally, including the trade facilitated by the United States-Mexico-Canada Agreement (“USMCA”), as well as physical proximity. In 2025, the U.S. administration imposed a series of tariffs on various trading partners, including so-called reciprocal tariffs on all countries other than Canada and Mexico, tariffs on Mexican and Canadian goods that do not satisfy the USMCA, higher tariffs on China, and still higher tariffs on other products, including steel, aluminum, copper and automobiles. The medium-and long-term direction of U.S. trade policy, including the implementation of additional tariffs and removal of existing ones, remains uncertain, but any additional tariffs imposed on Mexican products could potentially have an adverse impact on the competitiveness of such products in U.S. markets.
Further, the U.S. administration has increased the enforcement efforts in connection with immigration policy, which have led to mass deportations, raids, the suspension of certain humanitarian assistance programs and increased costs and conditions for certain visa applications for immigrants in the United States. New immigration legislation could lead to uncertain economic conditions in Mexico that may affect leisure travel and VFR traveler (Visiting Friends & Family), including travel to and from Mexico. Such restrictions could have a material adverse effect on passenger traffic results at our Mexican airports. Any attempt by the U.S. administration to implement changes to United States-Mexico policy, including actions to withdraw from or materially modify USMCA and to implement immigration reform, could have a material adverse effect on our business, financial condition or results of operations.
In addition, the immigration policies adopted by the new U.S. Administration could include stricter border controls, expedited deportations, and additional restrictions on international transit. These measures could create uncertain economic conditions in Mexico, affecting leisure, visiting friends and relatives, and business travel, to and from the country. Besides, any changes in border transit regulations could affect the Tijuana International Airport, which is directly connected to the United States through the Cross-Border Express (CBX), an international bridge that allows passengers to cross directly into the U.S.; any changes in U.S. laws and policies that affect the operation of CBX could negatively impact passenger traffic at Tijuana Airport, potentially affecting GAP’s business and operating results.
Any air travel an or increased travel restrictions from Mexico to the United States could have a material adverse effect on our passenger traffic results. We cannot predict the impact of these measures on trade between the U.S. and Mexico or whether foreign direct
investment from the United States to Mexico will decrease. In addition, new immigration legislation could lead to uncertain economic conditions in Mexico that may affect leisure travel, including travel to and from Mexico. Such restrictions could have a material adverse effect on passenger traffic results at our Mexican airports.
If USMCA is terminated or otherwise modified, such termination or modification could materially affect the aviation sector in Mexico. The imposition of tariffs on imported goods, any changes in policies, including those related to investment restrictions in the oil and electricity sectors in Mexico, or other related events affecting U.S. trade policy with respect to Mexico, could have a negative impact on the Mexican economy and foreign direct investment in Mexico. While their scope and effect are difficult to predict, such changes could have a material adverse impact on the Company’s business, financial condition, results of operations, cash flows, prospects, and/or the market price of its shares.
We cannot assure you that events in other emerging market countries, in the United States or elsewhere, will not materially and adversely affect our business, financial condition, or results of operations. The foregoing factors and further policy changes would also have an impact on Mexico’s gross domestic product (“GDP”) growth, the exchange rate between the U.S. dollar and the Mexican peso, levels of foreign direct investment and portfolio investment in Mexico, interest rate, inflation, and the Mexican economy generally, which, in turn, may impact the level of passenger traffic in our airports adversely affects our financial condition or results of operations.
On January 20, 2025, the U.S. Administration issued an Executive Order calling for the U.S. Department of State to designate certain international cartels and transnational criminal organizations as Foreign Terrorist Organizations (“FTOs”), following which, on February 20, 2025, the U.S. government designated eight of such entities in Mexico as FTOs. These designations expand the tools available to the U.S. authorities to prosecute members of FTOs or individuals or entities alleged to have provided them “material support” and increase the risk of potential criminal and civil liability against such entities or individuals. Additionally, U.S. political discourse has included proposals advocating for enhanced cooperation or more assertive approaches to combating cartel activity in Mexico. While no change in U.S. or Mexican policy has been implemented and existing bilateral cooperation frameworks remain in place, such discussions may contribute to an evolving regulatory and enforcement environment. The potential direct and indirect effects on U.S. and Mexican businesses are uncertain.
An economic slowdown and market volatility from tariffs could adversely affect our business and financial performance.
Since February 2025, the United States has relied on emergency authorities under the International Emergency Economic Powers Act (IEEPA) and other trade statutes to impose and adjust tariffs on a range of trading partners and products. These measures have included reciprocal or retaliatory tariffs, increased tariffs on certain imports from China, and product-specific tariffs affecting, among others, steel, aluminum, copper and automobiles. In addition, tariffs or other trade restrictions may apply to goods from Mexico and Canada that do not qualify for preferential treatment under the USMCA. The scope, duration and enforcement of these measures, as well as the potential adoption of additional tariffs or the removal or modification of existing ones, remain subject to significant political and regulatory uncertainty.
The scheduled 2026 review of the USMCA could result in amendments, reinterpretations, non-renewal of certain provisions or other actions that adversely affect Mexico’s trade conditions, economic growth, manufacturing activity or foreign direct investment. Heightened uncertainty surrounding the review process itself could also dampen cross-border investment and commercial activity.
We cannot predict the full impact of these developments on trade flows, travel patterns or investment decisions. However, any sustained disruption to global supply chains, deterioration in U.S.–Mexico trade relations, or slowdown in the Mexican economy could negatively affect our business. In particular, adverse effects on industrial and manufacturing regions such as Guadalajara and Tijuana, which generate a significant portion of business travel demand, could materially and adversely affect our financial condition, results of operations, cash flows, prospects and/or the market price of our ADSs.
The imposition of new tariffs on imports from Mexico to the U.S. could adversely affect our cargo business in the future.
In 2024, we acquired the majority stake in the company GWTC group, which specializes in handling storage and custody services for international trade merchandise in facilities qualified as bonded warehouse facilities at the Guadalajara Airport. In this regard, the recent development of executive orders from the U.S. Government about the imposition of new tariffs on imports from Mexico could harm on significant manner this business, besides the potential reaction to imports from other 2countries or exports to the U.S. from Mexico in case Mexican authorities make decisions to compensate tariff effects, cargo volume could decrease affecting our financial condition or results of operation.
A global economic and financial crisis may affect our business.
A global economic and financial crisis may impact our business. Such a crisis can lead to a lack of liquidity and increased volatility in international credit and financial markets. This situation may result in higher rates of commercial and consumer delinquencies, decreased consumer confidence, lower market valuations, elevated financial risk premiums, and a widespread decline in business activity. Additionally, these circumstances could restrict credit availability and increase financial costs for companies worldwide, including those in Mexico, Jamaica, and the United States. A recession of this nature could significantly hinder our ability to access credit to finance our investment plans or refinance future debt maturities, harming our business.
Competition from other tourist destinations could adversely affect our business.
One of the most critical factors affecting our operations and business results is the number of passengers using our airports. This number can fluctuate due to factors beyond our control, such as tourism levels in Mexico and Jamaica, particularly at our international airports in Los Cabos, Puerto Vallarta, and Montego Bay. Passenger traffic may also be negatively impacted by the attractiveness, affordability, and accessibility of competing tourist destinations in Mexico, including Acapulco and Cancun, as well as other locations like Hawaii, Puerto Rico, Florida, Cuba, the Dominican Republic, and various Caribbean islands or destinations in Central America. Additionally, travelers’ perceptions of safety, political stability, and social conditions in Mexico and Jamaica influence the appeal of our destinations. As a result, there is no guarantee that tourism levels and the number of passengers using our airports will remain stable or exceed current levels. A decline in tourism to the destinations served by our airports could, directly and indirectly, affect our aeronautical and non-aeronautical service revenues.
Negative economic developments in Mexico could reduce domestic passenger traffic at our airports, adversely affecting our business and operations results.
A significant portion of our revenues comes from international tourism; however, domestic passengers have accounted for two-thirds of the passenger traffic volume at our Mexican airports over the past three years. In addition to managing the airport concessions in Kingston and Montego Bay, Jamaica, and operating Desarrollo de Concesiones Aeroportuarias, S.L. (“DCA”) in Spain, all our assets and operations are based in Mexico. Since our revenues primarily depend on passenger traffic at our airports, any decline in domestic traffic could negatively impact on our business, prospects, financial condition, and operational results. Factors such as rising inflation, increasing interest rates, or any adverse effects on the Mexican economy could materially harm our financial health and results of operations. This is primarily because domestic demand for transportation services may decrease under these conditions.
Our business is particularly sensitiveto economic conditions and other developments in the United States.
Our business is sensitive to trends in leisure travel, consumer spending and international tourism involving the United States. In 2023, 2024, and 2025, international terminal passengers traveling to or from the United States accounted approximately 88.9%, 89.6%, and 88.3%, respectively, of total international passenger traffic at our Mexican airports and approximately 72.5%, 70.3%, and 70.8% respectively, at our Jamaican airports.
As a result, our performance is highly dependent conditions in the United States economy. Adverse developments affecting economic growth, employment levels, consumer confidence or discretionary spending in the United States could reduce demand for international air travel and negatively affect our operations, financial condition and results. According to the U.S. Bureau of Economic Analysis, U.S. gross domestic product (“GDP”) grew by 2.5% in 2023, 2.8% in 2024, and 2.2% in 2025.
Economic political and regulatory developments in the United States also have a significant influence on the Mexican economy. Changes in U.S. policies or conditions may contribute to reduced remittances, lower levels of cross-border commercial activity or a slowdown in foreign direct investment in Mexico, each of which could adversely affect demand for air travel and airport services. In addition, changes in U.S. government policies following elections, including with respect to foreign policy, border controls, trade relationships or aviation-related regulation, could affect cross-border travel patterns, airline operations and, as a result passenger traffic and revenues at our airports.
If the Pending Business Combination is completed, the integration of CBX would further increase our sensitivity to U.S. economic conditions, as approximately 75% of CBX passengers originate from the United States. See “Risks Related to the Pending Business Combination.”
Levels of passenger and cargo traffic volumes and air traffic at our airports are highly sensitive to the impact on airlines of international petroleum prices and access to credit.
Our revenues are closely tied to the volume of passenger and cargo traffic and the number of air traffic movements at our airports. The operating levels of airlines primarily influence these factors. Airlines face various costs that can be affected by fluctuations in petroleum prices, supply expenses, and their ability to access credit for financing operations. Additionally, aircraft lease agreements are significant expenses for airlines operating at our airports and may be subject to increases. These factors can lead to higher ticket prices and reduced flight frequencies, negatively impacting passenger and cargo traffic volumes.
Fuel prices are highly volatile and can fluctuate due to various factors, including changes in petroleum output, market dynamics, international conflicts, and terrorist attacks. For instance, European Brent crude oil spot prices increased from U.S.$51.22 per barrel on December 31, 2020, to U.S.$61.35 per barrel on December 31, 2025. This surge largely stemmed from concerns regarding potential supply disruptions related to the ongoing conflict between Russia and Ukraine and more recently the war against Iran, prices have risen further to approximately U.S.$108.42 per barrel as of March 20, 2026. The outcomes of this conflict and its continued impact on fuel prices remain uncertain. High fuel prices can increase airline operating costs, lead to financial difficulties, and even bankruptcies, which may drive up ticket prices, resulting in flight cancellations, reducing flight frequency, and decreasing demand for air travel, ultimately diminishing passenger and cargo traffic at our airports.
Most airlines also depend on consistent access to credit at affordable interest rates to finance their aircraft fleet and make other significant investments. Global economic uncertainties, including rising interest rates, could negatively impact their ability to access credit. During the global recession and financial crisis of 2008-2009, high interest rates and disruptions in international debt markets severely affected airlines’ capacity to operate their fleets. This forced them to increase ticket prices, cancel routes, reduce flight frequencies, and postpone planned investments. Such reductions in airline operations can lead to lower passenger and cargo traffic volumes at our airports, ultimately harming our operational results.
For more information on any major airline customers that have recently reduced or canceled operations at our airports, please see “The loss of, or suspension of operations by, one or more of our key customers could result in a loss of a significant amount of our revenues.”
Our business is highly dependent upon revenues from five airports and could be adversely impacted by any condition affecting those airports.
In 2025, 80.3% of the total aeronautical and non-aeronautical revenues was generated at five of our fourteen airports. The table below shows the percentage of the sum of aeronautical and non-aeronautical revenues generated by each of our airports in 2025:
Airport
December 31, 2025
Guadalajara
28.1
%
Los Cabos
16.5
%
Tijuana
13.7
%
Puerto Vallarta
12.6
%
Montego Bay
9.4
%
Eight other Mexican airports (combined) and Kingston
19.7
%
Total revenues
100.0
%
Due to the significant contribution of these five airports to our aeronautical and non-aeronautical revenues, any event or condition that affects these airports could materially impact our business, operational results, prospects, and financial condition.
International events, including acts of terrorism, wars, and global epidemics, could have a negative impact on international air travel.
International events, such as acts of terrorism, wars, armed conflicts, and public health crises, can negatively impact the frequency and patterns of air travel worldwide.
In early 2026, U.S. military forces conducted operations in Venezuela that resulted in the capture of Venezuelan President Nicolás Maduro and his transfer to the United States, and the U.S. President publicly stated that the United States would oversee a transitional period toward a new government.
Such episodes of geopolitical instability, including the ongoing conflicts such as Russia’s war in Ukraine and escalating tensions in the Middle East, including recent military conflict involving Iran, the United States and regional actors, have contributed to volatility in global oil markets and broader economic uncertainty. The conflict has disrupted energy production and shipping routes in the region, including the Strait of Hormuz, a key corridor for global oil and liquefied natural gas trade, and has contributed to sharp increases in energy prices and heightened financial market volatility.These disruptions could adversely affect global financial conditions, energy supply chains and demand for international air travel, which, in turn, could negatively impact our business, operations and financial condition.
Additionally, any future terrorist attacks, whether involving aircraft or not, may harm our business, operational results, prospects, and financial condition. We cannot predict how future terrorist attacks, risk perception, or threats against the United States or retaliatory measures taken in response to such events will affect the U.S. economy or leisure travel trends. These factors could negatively impact our operations. Likewise, our airport operations in Mexico and Jamaica could also be adversely impacted by terrorist attacks on aircraft.
Since our revenues significantly depend on the level of passenger traffic at our airports, a general increase in hostilities related to reprisals against terrorist organizations, further armed conflict around the world, outbreaks of health epidemics, or other internationally concerning events, and their economic impacts, could lead to decreased passenger traffic and increased costs for the air travel industry. Consequently, this may materially affect our business, operational results, prospects, and financial condition.
Cyberattacks or other interruptions of our security or information network could adversely affect the operations of our airports and our financial results.
Cyberattacks have increased in frequency, scope, and severity in recent years. To manage cybersecurity risks effectively, we adopt a comprehensive approach that regularly evaluates our vulnerabilities, maintains up-to-date security software, and implements countermeasures to prevent data breaches. We integrate continuous monitoring and real-time threat detection using advanced analytics and machine learning to identify and respond to threats more effectively. We periodically review and enhance our preventive measures to mitigate the risk of cyberattacks and other disruptions to our business. For instance, to protect our information systems from external threats, we utilize backup systems and a range of safeguards, including malware protection, intrusion detection and prevention systems, vulnerability assessments, penetration testing, and inventories of both authorized and unauthorized software and hardware. Additionally, we conduct a security awareness program for our team, complemented by regular simulation exercises such as phishing tests and incident response drills.
Our airport’s network incorporates unified threat management, stringent access control measures, and network segmentation to isolate critical systems.
We utilize privileged access management and monitoring solutions to oversee access and activity related to privileged accounts, as well as advanced server and workload protection platforms to enhance the security of our systems. Our strategy also involves leveraging eXtended Detection and Response (XDR) technologies, Zero Trust Network Access (ZTNA) frameworks, and Artificial Intelligence (AI) to bolster our defenses against evolving cyber threats, ensuring proactive detection and adaptive responses.
However, despite our extensive preventive actions and technologies, there is still a risk that these measures may not be sufficient to prevent future cyberattacks.
Any future incidents could compromise the privacy of our clients and business partners, leading to the unauthorized distribution of sensitive financial and confidential information. Any disruption, failure, or security breach of our information technology infrastructure, including our backup systems, could negatively impact our operations and regulatory compliance. The costs associated with a potential cyberattack may include increased expenses for reinforcing cybersecurity measures, loss of business due to service interruptions, regulatory fines, litigation, and damage to our reputation. These outcomes could result in significant financial losses, operational disruptions, or a decline in our stock price. Furthermore, the potential losses related to cyberattacks and disruptions in our network could exceed our insurance coverage, underscoring the importance of continuously updating our risk management framework and response capabilities.
We continuously evaluate the use of Artificial Intelligence in our business processes. In recent years, Artificial Intelligence has been subject to increasing scrutiny. This technology, which is still in the early stages of commercial use, involves some inherent risks, including ethical considerations, reassessments of the required workforce, public perception and reputation issues, intellectual property protection, regulatory compliance, and data privacy and security concerns, all of which could have a material adverse effect on our business, operating results, and financial condition. Moreover, new laws, guidelines, and rules in this area may limit our ability to use Artificial Intelligence or reduce its utility. We cannot predict the future development of artificial intelligence or its impact on our business and industry. If we cannot successfully adapt to new developments related to Artificial Intelligence and the associated risks and challenges, it could have a material adverse effect on our business, financial position, or operating results.
If we fail to maintain effective internal controls, any material weakness could adversely affect our ability to report our results of operations accurately and could cause a loss of investor confidence and may adversely impact our stock price.
If we cannot maintain effective internal controls over financial reporting or effective disclosure controls and procedures, it could harm our ability to accurately record, process, and report financial information and prepare financial statements within the required timeframe. Any
material weaknesses identified in the future could negatively impact our business operations, financial results, and the value of our securities and might lead to a loss of investor confidence. In the past, we identified material weaknesses in our internal controls, and we cannot guarantee that additional material weaknesses will not arise or be discovered.
Security enhancements and requirements may require additional investments or result in additional expenses.
The air travel industry faces increased costs due to enhanced security measures and higher insurance premiums. Following September 11, 2001, we improved airport security, significantly raising our general liability insurance premiums. For more information about our insurance policies, see “Item 4, Information on the Company – Property, Plant and Equipment.” Since most of our international flights travel to the United States, we must comply with security directives from the U.S. Federal Aviation Authority, and those issued by the civil aviation authorities in Mexico and Jamaica.
Airports users, primarily airlines, have also experienced increased costs as they adopt additional security measures and face substantial hikes in their insurance premiums. While some governments have agreed to indemnify airlines against liabilities resulting from terrorist attacks, the Mexican and Jamaican governments have not made similar commitments and have shown no intention of doing so. In the future, airlines may be required to follow stricter security regulations, which could further increase aviation insurance premiums.
If authorities require upgrades to security equipment or implement additional security measures, we may incur significant expenses and capital expenditures. We cannot guarantee that these costs will be considered in our negotiations regarding Maximum Tariffs and the Master Development Program for our Mexican airports. As a result, such additional expenses could negatively impact our cash flows and overall business performance.
In Jamaica, if there are any changes to security enhancement requirements, the civil aviation authorities permit unavoidable and unforeseen expenditures to be classified as cost pass-throughs for regulatory purposes. This classification allows for increased regulated charges at any time during the tariff review period to cover the costs of new security requirements. However, we cannot guarantee that we will successfully negotiate new tariffs to recover the expenses and capital expenditures necessary to comply with new security standards.
Our revenues and profitability may be adversely affected if we fail our business strategy.
Our ability to increase revenues and profitability partly depends on our business strategy. This strategy involves setting prices as close to our regulatory maximum rates for our Mexican and Jamaican airports. We also focus on reducing operating costs, managing our capital expenditures under the Master Development Programs with the Mexican government and the Capital Development Program with the Jamaican government, increasing passenger and cargo traffic at our airports, and boosting revenues from commercial activities.
A significant portion of our commercial revenue relies on increasing passenger traffic at our airports. To achieve this, we must continue remodeling, expanding, and modernizing the commercial areas within our airports and introduce new business lines. We are also developing the types of business lines we operate directly at our airports. In 2023, 2024, and 2025, revenues from business lines operated directly by us represented 29.0%, 37.6%, and 47.8% of non-aeronautical revenues, respectively. This translates to 7.0%, 10.8%, and 13.9% of the total aeronautical and non-aeronautical revenues generated at our airports during those years.
We cannot guarantee that we will succeed in increasing passenger traffic or revenue from commercial activities, including those we operate directly. Passenger traffic volumes at our airports depend on factors beyond our control, such as the appeal of the commercial, industrial, and tourist centers served by the airports. Furthermore, our new commercial strategy, which aims to generate additional revenue by directly operating business lines at our airports, may lead to a significant loss of revenue. It may also not achieve the level of profitability needed to improve our operational results. Therefore, there is no certainty that passenger traffic at our airports will increase or our profitability will improve.
Our acquisitions may not achieve anticipated benefits and may increase our liabilities, disrupt our existing business, and harm our results of operations.
The benefits we expect to gain from our acquisitions including for example the Business Combination described in “Item 4, Information on the Company — History and Development of the Company — Pending Business Combination” rely heavily on our ability to promptly integrate the operations, services, personnel, and administrative infrastructure of the acquired businesses. However, acquisitions can lead to increased operating costs and greater demand for management resources, which may interfere with our daily operations. Additionally, the anticipated growth opportunities, revenue benefits, cost savings, and other advantages from our acquisitions may not materialize as we expect or could be delayed. If we incur higher integration costs, achieve lower revenue benefits, or realize fewer cost savings than projected, or if we need to recognize impairments related to acquired assets, investments, or goodwill, our results of operations and overall financial condition could be negatively impacted.
These risks are particularly relevant in connection with the Pending Business Combination to integrate CBX and internalize technical assistance services. See “Risks Related to the Pending Business Combination.”
Our leverage could adversely affect our ability to raise additional capital to fund our operations and limit our ability to react to changes in the economy or our industry.
As of December 31, 2025, our total consolidated Bank Loans and issuance of Debt Securities was Ps.53.0 billion (U.S.$2.9 billion). This level of debt may limit our ability to secure additional financing and could increase the costs associated with obtaining and maintaining such funding. Additionally, it could hinder our ability to take advantage of significant business opportunities that may arise. As a result, our debt may make us more vulnerable to adverse economic, industry, or competitive conditions. We cannot guarantee that our business will generate sufficient cash flow to meet our debt obligations or cover our other liquidity needs, which could negatively impact our overall performance. We may need to refinance all or part of our debt before it matures. However, we cannot guarantee that we can refinance any of our debt on favorable terms. For more details, see “Item 5, Operating and Financial Review and Prospects – Liquidity and Capital Resources.”
In addition, if our Pending Business Combination is completed, we expect to make the payment for the acquisition of the remaining 25% interest in CBX for approximately US$487.5 million through resources obtained in the debt market in Mexico, with the issuance of Stock Certificates on March 31, 2026 for Ps.10,718.0 million, besides assuming approximately US$75.0 million in financial debt from the merged companies. See “Item 4, Information on the Company — History and Development of the Company — Pending Business Combination.”
Changes to reference rates could have an adverse effect on our business, results of operations, and financial condition.
The London Interbank Offered Rate (“LIBOR”) was phased out as a reference rate in June 2023. The U.S. Federal Reserve, in collaboration with the Alternative Reference Rates Committee, selected the Secured Overnight Financing Rate (“SOFR”), specifically Term SOFR, as the recommended risk-free reference rate for the United States. This rate is calculated based on repurchase agreements backed by treasury securities. Before LIBOR was discontinued, we amended nearly all of our LIBOR-based financing arrangements to transition them to successor rates, primarily Term SOFR. However, we cannot predict how long Term SOFR will be accepted as a replacement for LIBOR or the potential consequences of this transition on financial markets or our business, financial condition, or results of operations. The switch to successor rates could lead to interest payments on our long-term debt being different or higher than initially expected.
Additionally, Banco de Mexico has introduced a new reference rate called the Funding Equilibrium Interbank Interest Rate (the “Funding TIIE”) in response to the international transition to reference rates that reflect local market funding conditions. The TIIE at 91-day and 182-day maturities ceased to be used in contracts in December 2023, and the TIIE at 28 days ceased to be used in December 2024. We only had contracts with TIIE at 28 days, as of 2025 such existing contracts were modified to adjust the TIIE calculation methodology based on the revised TIIE.
We cannot guarantee that transitioning from the LIBOR rate or the TIIE rate to new reference interest rates will not disrupt financial markets or significantly increase our financing costs, which could adversely affect our business, results of operations, and financial condition.
Covenants in our debt may limit our discretion with respect to certain business matters.
Our debt agreements and those of our operating entities may include restrictive covenants that limit our flexibility in various business matters. These covenants could significantly restrict our ability to incur additional debt, acquire new equity investments, pursue mergers or acquisitions, pay dividends, create liens or other encumbrances, or make specific payments, investments, loans, and guarantees. Additionally, these covenants may require us to maintain certain financial ratios and conditions. If we fail to comply with any of these covenants, it could result in a default. The associated debt may be accelerated if the default is not resolved or waived.
If a change in relations with our labor force should occur, such a change could have an adverse impact on our operations results.
While we aim to maintain positive relationships with our workforce, conflicts may occur, including with our unionized employees. As of December 31, 2025, unionized employees represented 26% of our total workforce in Mexico and 34% in Jamaica. If these conflicts escalate into events such as strikes or other disruptions, they could negatively affect our operations and overall results.
The loss of, or suspension of operations by, one or more of our key customers could result in the loss of a significant amount of our revenues.
Our revenues are primarily dependent on a few key airline customers. In 2025, Concesionaria Vuela Compañía de Aviación, S.A. de C.V. (“Volaris”), Aeroenlaces Nacionales, S.A. de C.V. (“Viva”), Grupo Aeroméxico, S.A.B. de C.V. (“Aeromexico” a holding company that owns both Aeroméxico and Aeroméxico Connect), and American Airlines, Inc. (“American Airlines”) accounted for a significant portion of our passenger traffic. During that year, the passenger charges collected by these four airlines represented 17.2%, 8.3%, 4.2%, and 4.1% of total revenues from our airports, respectively (21.9%, 10.6%, 5.4%, and 5.2%, respectively, of the total aeronautical and non-aeronautical revenues generated at our airports in 2025).
The global airline industry has recently faced and may continue to face significant challenges, including bankruptcy filings by several carriers. If any airline customer attempts to restructure or recapitalized but fails to do so successfully, or if our commercial arrangements with these key airline customers are not honored, the investments or other assets associated with those airline customers may suffer impairment. This could materially and adversely affect our business and the results of operations.
None of our contracts with airline customers require them to provide service to our airports continuously, and we cannot guarantee that if any key customer reduces their use of our facilities, competing airlines will offer additional flights to replace those no longer serviced by our main customers. Any consolidation among these or other airline customers could increase our dependence on a smaller number of carriers, resulting in greater concentration of passenger traffic and passenger charge collections. Furthermore, any significant consolidation could increase our exposure to the financial condition and strategic decisions of a smaller number of airline groups and could also enhance the bargaining power of airline customers and lead to changes in route networks, capacity allocation or service levels at our airports, any of which could materially and adversely affect our revenues, cash flows and results of operations.
Additionally, Mexican law prohibits international airlines from transporting passengers between two locations within Mexico unless the passenger begins their journey outside of Mexico. This restriction limits the number of airlines providing domestic service in Mexico; thus, we expect to generate a significant portion of our revenue from domestic travel with a limited number of airlines.
Moreover, passenger charges accounted for 48.3%, 46.6%, and 45.3% of our revenues in 2023, 2024, and 2025, respectively (63.2%, 58.5%, and 57.6% when considering only the combined aeronautical and non-aeronautical revenues). These charges are collected by airlines from passengers on our behalf according to passenger charge collection agreements, and the airlines pay us within a maximum of 60 days after each flight. In 2023, 2024, and 2025, the average duration for collecting passenger charges was 62, 61, and 67 days, respectively. Therefore, if any of our key airline customers were to become insolvent or seek bankruptcy protection, we would be unsecured creditors regarding any unpaid passenger charges. We cannot guarantee the collection of amounts invoiced to an airline for passenger charges, even with cash deposits held as a guarantee. Additionally, we might face difficulties recovering any lost traffic that these airlines previously transported. Both scenarios could negatively impact our cash flows from operations and overall operational results.
Lastly, if some of our commercial clients encounter difficulties paying our airports, they may choose to exit our commercial spaces and cancel their contracts, which could adversely affect our revenues.
The main domestic airlines operating at our Mexican and Jamaican airports have, in the past, refused to pay certain increases in our specific tariffs for aeronautical services and could refuse to pay additional increases in the future.
In the past, some domestic airlines operating at our airports in Mexico and Jamaica have refused to pay certain increases in the specific tariffs we charge for aeronautical services. While we have resolved these disputes, our financial performance could still be negatively impacted if these airlines, or others, decide not to make payments in the future. Additionally, during economic downturns, airlines that operate at our airports may be more likely to oppose increases in our charges for aeronautical services in the following years. This opposition could further affect our results of operations. For more information, see “Item 4, Information on the Company – Business Overview – Principal Customers – Principal Aeronautical Services Customers – Airline Customers.”
The airlines at our airports may refuse to continue collecting passenger charges on our behalf, or we may decide to collect passenger charges ourselves, which would result in increased costs for us.
The airlines operating at our airports collect a passenger charge on our behalf from each departing passenger, except for certain exclusions in Mexico and Jamaica, which are detailed below under “Item 4, Information on the Company – Business Overview – Our Sources of Revenues – Aeronautical Services – Passenger Charges.”
We have established collection agreements with all the airlines operating at our Mexican airports, allowing them to collect these passenger charges on our behalf. As a result, passenger charges are included in the ticket prices for passengers, and we issue invoices to each airline for these charges. We and the airlines involved in these collection agreements retain the right to terminate them with prior notice to the other party. If we or one of our airline customers were to cancel a collection agreement, we would need to implement our system to collect passenger charges directly from passengers. Setting up and operating such a collection system would incur additional costs, which could negatively impact our financial performance.
Montego Bay Airport (“MBJA”) has contracts with 100% of the airlines operating at Montego Bay airport to collect passenger charges on its behalf. The collection of passenger charges by the airlines is explicitly mandated in the current operating agreements, requiring them to pay MBJA for regulated passenger charges.
All agreements with airlines and the International Air Transport Association (“IATA”), assigned or novated to PACKAL by the previous operator, are space license agreements. Each of these agreements includes a schedule of conditions outlining the policies for aeronautical operations, mandating that each airline collects all passenger and security charges from departing passengers on behalf of the airport and remits these charges to the airport operator. However, airlines operating at NMIA can refuse to collect passenger charges on behalf of the airport.
The operations of our airports may be disrupted due to the actions of third parties, which are beyond our control.
Like most airports, our operations heavily depend on third-party services, which include air traffic control authorities, airlines, and ground transportation providers. We also rely on government entities for essential services such as electricity, fuel supply for aircraft, air traffic control, and immigration and customs for international passengers. Disruptions or suspensions of taxi or bus services at our airports could negatively impact our operations. We are not responsible for and cannot control the quality or reliability of the services provided by these third parties. Any disruption or adverse consequences resulting from their services, including a work stoppage or similar event, could significantly affect our airport operations and financial performance.
Furthermore, we depend on third-party providers for essential complementary services, including catering, baggage handling, and the operation of airport buses and passenger walkways. If these service providers were to cease operations at any of our airports, we would need to find alternative providers or take on these services ourselves. This situation would likely lead to increased capital expenditures or costs, adversely impacting our cash flow and overall financial results.
Legal claims and other actions by the former holders of land comprising certain of our Mexican airports may disrupt the operations and security of these airports.
Some of our airports are located on lands the Mexican government expropriated under its power of eminent domain. Before their expropriation, these lands were held by groups of individuals through a system of communal land ownership known as ejido. Certain participants of these former ejidos have filed indemnity claims against the Mexican government, challenging the expropriation decrees. Please refer to “Item 8, Financial Information – Legal Proceedings – Ejido participants at Tijuana, Guadalajara, and Puerto Vallarta airports.”
The Mexican government owns the land on which Guadalajara International Airport operates and has granted us the right to use that land for airport operations under our concession. Currently, squatters reside on or claim rights to a portion of this property, with at least one individual attempting to subdivide and sell parts of it. As the property owner, the Mexican government is responsible for initiating any actions to remove these individuals.
In addition to challenging the expropriation, some former participants from the Tampico ejido are currently occupying portions of the Tijuana International Airport property. While they are not currently interfering withairport operations, their presence could limit our ability to expand into the areas they occupy. There is also no guarantee that these former ejido participants will not attempt to disrupt the airport operations if their legal claims against the Mexican government remain unresolved, which may negatively impact our results.
Our Mexican concessions ensure our access to the land, and any interruptions to our operations by the ejidos are the responsibility of the Mexican government. Although the government is required to provide restitution for any economic losses resulting from disruptions in access to our airports, there can be no assurance that the former ejido participants will not seek to disrupt operations if their legal claims are not satisfactorily resolved. Furthermore, there is no guarantee that the legal proceedings will be resolved in our favor, which could negatively affect our results.
We may be liable for property tax claims asserted against us by certain Mexican municipalities.
We are facing ongoing property tax claims from certain municipal authorities regarding paying property taxes for specific properties associated with our airport operations. According to the law, the Mexican government, as the owner of the property on which our airports operate, would be responsible for paying these taxes directly if a court determines that payment is necessary. For a detailed discussion of these property tax proceedings, please refer to “Item 8, Financial Information – Legal Proceedings – Property tax claims by certain municipalities” for a complete discussion.
Furthermore, if the Mexican government alters the current laws or if we do not prevail in the aforementioned proceedings, these tax liabilities could negatively impact our financial condition and operational results.
The inability to generate sufficient future taxable profits or adverse changes to tax laws, regulatory requirements, or accounting standards could have a negative impact on the recoverability of certain deferred tax assets.
We recognize deferred tax assets related to carried forward tax losses and deductible temporary differences only when it is probable that there will be future taxable profits available against which these losses and the differences can be utilized. As of December 31, 2025, our net
deferred tax assets amount to approximately Ps.8.8 billion. The deferred tax assets are valued based on currently enacted tax rates and accounting standards; however, they may be subject to change due to future modifications in tax laws or the rules governing the computation of taxable profits and allowable losses. If we fail to generate sufficient future taxable profits, or if changes in tax laws or accounting standards, the estimated recoverable amount of our net deferred tax assets may decrease. Such a reduction could adversely affect our Consolidated Statement of Profit or Loss. For instance, the Miscellaneous Fiscal Resolution for 2024 was published in the Official Gazette of the Federation on December 29, 2023. This resolution modified certain articles affecting the amortization rights of concession assets during the concession period and shortened the timeframe for applying tax losses. These changes became effective on January 1, 2024, and remained in effect until December 31, 2024. See “Item 5, Operating and Financial Review and Prospects – Critical Accounting Policies–Deferred Tax Assets.”
Events such as pandemics, epidemics, other catastrophes, extreme weather conditions, and natural or health-related disasters could negatively impact the Company’s operations and financial results.
The Company is exposed to risks arising from extraordinary events such as pandemics, epidemics, public health emergencies, and natural disasters including earthquakes, hurricanes, tropical storms, floods, fires, and other phenomena related to climate change. The Pacific and Central regions of Mexico and the island of Jamaica experience seasonal torrential rains and hurricanes, particularly between July and September, along with earthquakes. These extreme weather events can disrupt operations, damage the infrastructure necessary for our services, and adversely affect the destinations served by our airports. As a result, such occurrences could lead to a decrease in passenger traffic volume.
An increase in the frequency, severity, or duration of extreme weather events and natural disasters, potentially driven by climate change, could significantly affect the Company’s operating results, revenue outlook, and financial condition. Although airport facilities are insured against damage from natural disasters, accidents, and other similar events, the insurance policy does not cover losses resulting from interruption operations at airports in Mexico. Furthermore, in the event of a loss, there is no guarantee that the damages will not exceed the predetermined limits outlined in GAP’s insurance policies.
In the case of pandemics or health crises, mobility restrictions may be imposed, air travel demand may decline, and supply chains and staff availability may be affected, all of which could negatively impact the Company’s revenues, business continuity, and growth outlook.
Given that these events’ nature, magnitude, duration, and frequency are uncertain—and in some cases increasing due to climate change—the Company cannot fully predict or mitigate their impact. Consequently, any of these events could adversely affect GAP’s business, operating results, cash flows, and financial condition.
Risks Related to the Regulation of Our Business
We provide a public service regulated by the governments of Mexico and Jamaica, and our flexibility in managing our aeronautical activities is limited by the regulatory environments in which we operate.
A significant portion of our revenues are derived from government-regulated aeronautical fees charged to airlines and passengers in connection with the operation and use of our airport infrastructure. In 2023, 2024, and 2025 aeronautical services accounted for 58.0%, 56.9%, and 55.1%, respectively, of our total revenues, and 75.8%, 71.4%, and 70.2% of our combined aeronautical and non-aeronautical revenues. The governments of Mexico and Jamaica set the maximum rates for these charges, which are reviewed periodically. These regulations may limit our flexibility to operate, which could result in a material adverse effect on our business, results of operations, prospects, and financial condition. In addition, several regulations applicable to our operations that affect our profitability are authorized or established by the Mexican or Jamaican governments every five years. In the past, the Mexican government unilaterally amended the tariff base regulation before terminating the five-year period and may do so again. For a description of the latest Mexican tariff base regulation amendment effective as of October 19, 2023, see “Item 4, Information on the Company – Regulatory Framework – Sources of Mexican Regulation.” We cannot assure you that the amendment to the tariff base regulation of October 2023 and any other amendment to the tariff base regulation that the Mexican government may implement in the future will not have a material adverse impact on our business, results of operation, and financial condition. Except under limited circumstances, we generally cannot unilaterally change the terms of our Master Development Programs and Capital Development Programs, including the amounts of any agreed commitments and the requirement to provide a public service established in our concessions, nor can we increase the maximum rates and regulated charges under these regulations should the passenger traffic or other underlying assumptions change during the applicable five-year term.
On October 4, 2023, the Mexican Federal Civil Aviation Agency, a decentralized agency of the Ministry of Infrastructure, Communications, and Transportation, decided unilaterally to amend the terms of the Rules for Tariff Regulation (Bases de Regulación Tarifaria) included in Annex 7 of our concessions. Such amendment was further modified on October 19, 2023. These new rules had immediate application, however, the Master Development Plan and the maximum Tariffs, approved in the tariff review for the period 2020-2024, remained in place for 2024. The new Rules for Tariff Regulation have been applied to tariffs starting January 1, 2025. We cannot guarantee that the Mexican Federal Civil Aviation Agency or any other regulatory authority will refrain from further amending the terms of the
rules for tariff regulation, which may potentially affect the maximum rates for each airport and result in a material adverse impact on our business operations, financial performance, and overall results.
Although the maximum regulated charges for our Mexican airports through December 2029 have been set, we cannot predict what our Master Development Programs and maximum rates will be for the following five-year term. When determining the maximum rates for the next five-year period, the Ministry of Infrastructure, Communications, and Transportation may be solicited by different entities, such as the Antitrust Commission and the carriers operating at our airports, to request them to lower our maximum rates, which could have an adverse effect on our profitability, financial condition and results of operation. We also cannot provide assurance that regulatory agencies or the Mexican legislature will not impose regulations adverse to our operations in the future or that the laws and regulations governing our business, including the Master Development Programs, the tariff base regulation, the maximum rate-setting process, and the Mexican Airport Law, will not change in the future or be applied or interpreted in a way that could have a material adverse effect on our results of operations. For a discussion of the regulatory provisions applicable to our business in Mexico, see “Item 4, Information on the Company – Regulatory Framework – Sources of Mexican Regulation.”
Similarly, there are limited precedents that would allow us to predict the impact of the laws, regulations, and instruments that regulate our business in Jamaica. Therefore, we cannot assure that our Jamaican airports will not encounter difficulties complying with these laws, regulations, and instruments. In addition, although the concession agreements for our Jamaican airports and Jamaican law establish ranges of sanctions that might be imposed should our Jamaican airports fail to comply with the terms of the concession, other Jamaican applicable laws, and its regulations, we cannot predict the sanctions that are likely to be assessed for a given violation within these ranges.
Although the maximum regulated charges have been set for our Jamaican airports from January 2026 through December 2030, we cannot predict the maximum regulated charges the Jamaican government will establish for the next five-year period. We also cannot assure that regulatory agencies or the Jamaican legislature will not impose regulations adverse to our Jamaican airports’ operations in the future or that the laws and regulations governing our business in Jamaica, including the Jamaican Civil Aviation and Airports Authority Acts, the maximum charges and the process for setting maximum regulated charges, will not change in the future or be applied or interpreted in a way that could have a material adverse effect on our results of operations. For a discussion of the regulatory provisions applicable to our business in Jamaica, see “Item 4, Information on the Company – Regulatory Framework – Sources of Jamaican Regulation.”
We cannot predict how the laws and regulations governing our business will be applied.
We are subject to several laws and regulations, including the terms of our concessions and the oversight of various regulatory authorities. Failure to comply with the terms of our concessions, the Mexican Airport Law and its regulations, other laws applicable to us, and directives issued by an administrative agency or government authority may result in a range of sanctions. We cannot predict the specific sanctions that could be imposed on us for violations of our applicable regulations, and it may be difficult to ensure compliance. In addition, we cannot assure you that the price regulation framework applicable to our operations will not be amended in the future to impose further restrictions on our operations or to regulate additional sources of revenue.
On November 13, 2023, the Mexican government published a decree amending the Mexican Federal Duties Law (Ley Federal de Derechos). The amendments included the increase in the fee paid by airport concessionaires to the federal government from 5% to 9%, effective as of January 1, 2024. The excess concession tax payments related to aeronautical activities made during 2024 were incorporated as an addition to the reference value in the 2025-2029 ordinary review.
Additionally, on May 3, 2023, the Mexican Civil Aviation and the Airports Law were amended. The amendments to such laws include, among others, the (i) reduction from three to two for the number of final administrative sanctions applied by the aeronautical authority for non-compliance with the law or the concession title within a 10-year period that would result in a cause of revocation of the concession; (ii) change in the administrative nature of AFAC from regulatory agency to decentralized administrative entity (órgano administrativo desconcentrado) of the Ministry of Infrastructure, Communications and Transportation; (iii) enhancement of the regulatory and supervisory capabilities of the AFAC over civil aviation matters (which was previously assigned to the Secretary of Infrastructure, Communications and Transportation), including in the issuance of technical and administrative regulations applicable to the regulatory framework; and (iv) establishment of the applicable sanctions for concessionaires not complying with flight schedules and timetables or any other requirements set forth in the bill. We cannot assure you that such changes will not affect our operations, results, and competitiveness in the Mexican market.
Likewise, the Mexican government could implement further significant changes in laws, policies, and regulations, which could affect the economic and political situation in Mexico. For instance, on February 2, 2023, it was issued a presidential decree pursuant to which all cargo and freight flights departing from the Mexico City International Airport would be relocated to depart from the AIFA airport. While we do not
believe these legislative reforms will negatively impact in the short term, we cannot predict how these regulatory changes will affect our business, financial condition, results of operations, cash flows, prospects, and/ or the market price of our ADSs.
The regulations under which the maximum rates applicable to our aeronautical revenues in Mexico and to the maximum regulated charges that we may collect at our Jamaican airports are established do not guarantee that we or any of our airports will be profitable.
The regulations governing our aeronautical activities set an annual maximum rate for each airport in Mexico. This rate represents the highest revenue we can earn per workload unit at each airport from services subject to price regulation. Our concessions in Mexico specify that these maximum rates will be periodically adjusted for inflation based on the Mexican Producer Price Index (Índice Nacional de Precios al Productor, or “Mexican PPI”), excluding petroleum. While we have the right to request additional adjustments to these maximum rates under certain circumstances, including changes to specific provisions of Mexican laws and regulations affecting our business, our concessions stipulate that such requests will only be approved if the SICT confirms that certain specified events have occurred. The detailed conditions for requesting an adjustment are outlined in “Item 4, Information on the Company – Regulatory Framework – Mexican Aeronautical Services Regulation – Special Adjustments to Maximum Rates.” Therefore, we cannot guarantee that any requests for adjustments will be made or granted. For further details about the framework for establishing our maximum rates in Mexico and their application, see “Item 4, Information on the Company – Regulatory Framework – Mexican Aeronautical Services Regulation.”
In Jamaica, the Airports (Economic Regulation) Act 2002 requires the Jamaica Civil Aviation Authority, or “JCAA,” to review and adjust the maximum amounts that airport operators may charge every five years. Specifically, both MBJA and NMIA are required to submit proposals to the JCAA for increases in maximum revenues per passenger (revenue yield cap per passenger), supported by five-year estimates of traffic growth, operating costs, and investments, including capital expenditures for projects and improvements outlined in their concession agreements for Jamaican airports. For MBJA, this is referred to as the “Capital Development Program,” while for NMIA, it is called the “Capital Works.” Together, these are known as “Capital Development Programs.” After reviewing these estimates, the JCAA will determine the maximum revenue per passenger for each year of the following five-year period. Under the concession agreements with the Airports Authority of Jamaica (AAJ), if the JCAA approves a new maximum charge, MBJA and NMIA are obligated to carry out the estimated capital expenditures outlined in their Capital Development Programs. For more details on how MBJA’s and NMIA’s regulated charges are determined in Jamaica, see “Item 4, Information on the Company – Regulatory Framework – Jamaican Aeronautical Services Regulation.”
While our Jamaican airports have commitments under their respective concession agreements to comply with the requirements for a Capital Development Program, we cannot guarantee that AAJ will find any proposed Capital Development Program meets the necessary criteria established in these agreements. Additionally, we cannot guarantee that AAJ will not require our Jamaican airports to undertake further capital expenditures.
Based on the terms of our concessions, there is no assurance that our consolidated results of operations or those of any airport will be profitable.
Our business is dependent on international regulations affecting airlines.
Airline regulations established by international organizations or regulatory agencies in other countries can impact our operations, revenues, and overall results.
For instance, on May 25, 2021, the U.S. Federal Aviation Administration (“FAA”) announced that it had assessed the Federal Civil Aviation Agency and found it to be non-compliant with the international safety standards set by the International Civil Aviation Organization (“ICAO”). Consequently, Mexico’s aviation safety rating was downgraded from “Category 1” to “Category 2.”
Due to this downgrade under FAA regulations, Mexican airlines were prohibited from expanding or modifying their existing operations between the United States and Mexico, except in limited circumstances. Additionally, code-sharing agreements between Mexican and U.S. airlines were suspended, and operations by Mexican airlines flying to the United States faced increased oversight from the FAA. However, as of September 14, 2023, the FAA restored Mexico’s aviation safety rating to the highest level after more than two years of collaboration between the civil aviation authorities of both countries.
We cannot guarantee that Mexico’s aviation safety rating will not be downgraded again, which could adversely affect our business and operational outcomes. In 2023, 2024, and 2025, 37.2%, 41.6%, and 42.1% of the passengers traveling through our Mexican airports used flights to or from the United States operated by Mexican airlines, respectively.
Our results of operations may be adversely affected by required efficiency adjustments to our maximum rates in Mexico.
Our maximum rates in Mexico are subject to annual efficiency adjustments determined by the SICT designed to reduce maximum rates each year to reflect projected efficiency improvements. For the five-year terms ending in 2019 and 2024, the SICT established an annual efficiency adjustment factor of 0.7%, while for 2025-2029, the annual efficiency adjustment factor was set at 0.8%. Future annual efficiency adjustments will be determined by the SICT when setting the maximum rates for each Mexican airport every five years, however, under the Rules for Tariff Regulation, such adjustments may not exceed 1.0%. For more details on these efficiency adjustments, see “Item 4, Information on the Company – Regulatory Framework – Mexican Aeronautical Services Regulation – Methodology for Determining Future Maximum Rates.” We cannot guarantee that we will achieve enough efficiency improvements to maintain or increase our income from operations due to the progressive decrease in each of our Mexican airport’s maximum rates.
We could be subject to sanctions if we exceed the maximum rate at any Mexican airport at the end of any year.
Historically, we have set the prices for aeronautical services at each Mexican airport to be as close as possible to the authorized maximum rate for that airport each year. We intend to continue this pricing strategy in the future. For instance, in 2023, 2024, and 2025, our revenues subject to maximum rate regulation represented 96.0%, 92.5%, and 82.9% of the total permissible amounts under the established maximum rates. However, we cannot guarantee that we will be able to reach the maximum tariff in the future. This limitation could prevent us from collecting nearly all the revenue we are entitled to from services subject to price regulation.
The specific tariffs we charge for aeronautical services depend on several factors, including projections of passenger traffic volumes, the Mexican PPI, excluding petroleum, and the peso exchange rate in relation to the U.S. dollar. These variables are beyond our control. If our projections differ from actual data, we may exceed the maximum rate at one or more airports during any given year.
In previous years, to ensure compliance with the maximum rate whenever there was a risk of exceeding it, we have taken actions at the end of the year, such as reducing our specific tariffs and offering discounts. However, we cannot assure that we will have sufficient time to take these actions if external factors threaten to push us above our maximum rates near the end of any given year.
If we exceed the maximum rate at any Mexican airport by the end of a year, the SICT may impose a fine and reduce the maximum rate for that airport in the following year. Sanctions for violations of certain terms of our concession, including exceeding an airport’s maximum rate, could potentially lead to the termination of the concession if the relevant term is violated and sanctions are imposed twice for the same reason within a ten-year period. If any of our Mexican airport concessions are terminated, it may also result in the termination of our other Mexican airport concessions.
The Mexican government may terminate or re-acquire our Mexican concessions under various circumstances, some of which are beyond our control.
Our concessions are our principal assets, and we would be unable to continue operations without them. The Mexican government has the authority to revoke a concession for specific reasons, including failure to comply with our Master Development Programs, a temporary or permanent halt in our operations, actions affecting the operations of other concession holders in Mexico, failure to pay damages resulting from
our operations, exceeding our maximum rates, or failing to comply with any other material term of our Mexican concessions. Notably, violations of certain concession terms, including exceeding allowable maximum rates, can result in revocation of a concession only if sanctions have been imposed for violations of the same relevant term at least two times in a ten-year period. However, violations of other terms can result in immediate termination of the concession. Furthermore, our Mexican concessions may also be terminated in the event of our bankruptcy or insolvency.
We would face similar sanctions for violations of the Mexican Airport Law or the regulations thereunder. Under applicable Mexican law and the terms of our Mexican concessions, they may also be subject to additional conditions, including under our renewed Master Development Programs, which we may be unable to meet. Failure to meet these conditions may also result in fines, other sanctions, or the termination of the concessions.
Additionally, the Mexican government may revoke one or more of our concessions at any time if it determines that doing so is in the public interest, in accordance with Mexican law. See “Item 4, Information on the Company – Regulatory Framework – Other Regulation of Mexican Concessions and Concession Assets – Revocation of Concessions.” The government may also assume control of any airport in the event of war, public disturbances, or national security threats. In cases of force majuere, the government might require us to implement certain changes to our operations. If public domain assets related to our concessions are reverted, the Mexican government is obliged by law to compensate us for their value or any additional costs based on an audit performed by appraisers. In the case of a mandated change in our operations, the Mexican government is required to compensate us for the cost of that change. Similarly, if the government assumes our operations, other than in the event of war, the government is required to compensate us and any other affected parties for any resulting damages. However, there can be no assurance that we will receive compensation equivalent to our investment or any additional damages related to our concessions and related assets in such cases.
If any of our airport’s concessions in Mexico are terminated, whether through revocation or otherwise, it could lead to the termination of our other concessions as well. Therefore, the loss of any single concession would have a material adverse effect on our business and the results of operations.
The Jamaican government may terminate or re-acquire the concessions held by our Jamaican airports under various circumstances, some of which are beyond our control.
Our Jamaican airport concessions are our main assets in the country, and we would not be able to continue operations at our Jamaican airports without them. As the owner of the concession assets, the AAJ has the right, under certain circumstances, to remove us from all or part of our Jamaican airport locations or to take over the operation and management of the airports or the provision of airport services. The AAJ may step into the public domain assets that are the subject of the Jamaican airport concessions for as long as may be required if it determines that we are in breach of the concession agreements to prevent material disruptions in service at the airports or in cases of national emergency. Upon such a step-in by the AAJ, the AAJ must account to us for any revenues collected at the airports during the step-in period. Where the AAJ steps into the public domain assets that are the subject of the airport concession pursuant to any uncured event of default or to prevent material disruptions in service, we are required to bear all costs (except consequential losses) and expenses associated with the AAJ’s exercise of its step-in rights. There can be no assurance that we will receive compensation equivalent to the value of our investment or any additional damage related to our concessions and related assets in the event of such action.
Following notice and good-faith consultations to avoid such a result, the AAJ may terminate the concession agreement upon an event of default on our part. Regardless of the cause for termination, a termination fee is due to us upon termination or revocation of the concession. However, the concession agreements limit the AAJ’s liability to such a termination fee. If the AAJ terminates the concession with or without cause, there can be no assurance that the loss of the airport concession will not have a material adverse effect on our business and the results of operations.
See “Item 4, Information on the Company – Regulatory Framework – The Montego Bay Airport Concession – AAJ’s Rights to Step In, Terminate or Grant a New Concession.” See “Item 4, Information on the Company – Regulatory Framework – The Kingston Airport Concession – AAJ’s Rights to Step In, Terminate or Grant a New Concession.”
The Mexican and Jamaican governments could grant new concessions that compete with our airports.
The Mexican and Jamaican governments could grant additional concessions to operate existing government-managed airports, authorize the construction of new airports, or allow existing privately held domestic airports to change into international airports and permit them to receive regular domestic and international flights, all of which could lead to increased competition for our airports.
One factor that may significantly increase competition from other airports is expanding the permits of existing private airports that are currently not permitted to operate regular commercial routes. Under Mexican law, any privately held airport with a permit to provide public service for at least five years automatically acquires the right to operate regularly scheduled commercial flights and to receive a concession to
operate as a public service airport. In addition, through an amendment proposed by the SICT and confirmed by the Presidency, an airport operating with a permit to provide public service could become an international airport.
Any competition from such additional airports could have a material adverse effect on our business and the results of operations. Under certain circumstances, the grant of a concession for a new or existing airport could be made pursuant to a public bidding process. If a competing concession is offered in a public bidding process, we cannot provide assurance that we would participate in such process or that we would be successful if we were to participate. See “Item 4, Information on the Company – Regulatory Framework – Other Regulation of Mexican Concessions and Concession Assets – Grants of New Mexican Concessions” and “Item 4, Information on the Company – Regulatory Framework – The Montego Bay Airport Concession – AAJ’s Rights to Step In, Terminate or Grant a New Concession.”
During the fourth quarter of 2023 and the first quarter of 2024, the SICT awarded several airport concessions to state-owned companies in which the Mexican military holds the majority interest either through the Ministry of National Defense (Secretaria de la Defensa Nacional) or the Ministry of the Navy (Secretaria de Marina). Such assignments include the rights to manage, operate, use, and build airports in the states of Sonora, Nuevo León, Tamaulipas, San Luis Potosí, Michoacán, Puebla, Oaxaca, Chiapas, Campeche and Quintana Roo.As a consequence of these recent awards, Mexico’s military has now consolidated its presence as an airport operator which, as of the date of this report, oversees 20 airports across Mexico, including Mexico City International Airport and the Felipe Angeles International Airport, according to press releases made by the Ministry of National Defense and the Ministry of the Navy. Any competition from such airports could have a material adverse effect on our business, results of operations, prospects, and financial condition.
Under certain circumstances, concessions for airport operations are awarded through a public bidding process. If a competing concession is offered in a public bidding process, we cannot assure you that we will participate in such a bidding process or that, if we do, we will be awarded the concession.
The SICT could require us to monitor certain aircraft movements at our Mexican airports that we do not currently control, which could result in increased costs.
The Mexican Air Traffic Control Authority (Servicios a la Navegación en el Espacio Aéreo Mexicano) or “SENEAM,” a government agency responsible for air traffic control and air navigation services, may require us to monitor and control certain aircraft movements, which are not currently part of our operations at our Mexican airports, leading to increased costs for us. SENEAM requires us to manage and control aircraft movements in and out of our arrival and departure gates and remote boarding locations at our Guadalajara, Tijuana, Los Cabos, and Puerto Vallarta airports. At our other Mexican airports, these aircraft movements are monitored by SENEAM. Should SENEAM require us to control, or if we, for efficiency purposes, request to control, these aircraft movements directly at any or all of our other Mexican airports in the future, our results of operations could be negatively impacted by increased operating insurance and liability costs resulting from taking on these obligations.
Changes to Mexican tax laws, regulations, and decrees applicable to us could have a material adverse impact on our results of operations.
In recent years, the Mexican government has changed the tax laws applicable to Mexican companies, including us. The terms of our concessions do not exempt us from any changes to the Mexican tax laws. Should the Mexican government implement changes to the tax laws that result in significantly higher income tax applicable to us, we would be required to pay higher amounts, which could materially and adversely impact our results of operations. In addition, changes to the Mexican constitution or any other Mexican laws could have a material adverse impact on our result of operations.
On October 23, 2019, NOM-035-STPS-2018 became effective. This Mexican Official Norm (Norma Oficial Mexicana) seeks to identify and prevent psychosocial risk factors in the workplace and promote a favorable work environment. While we have complied with the NOM provisions, we cannot predict whether our employees will eventually claim we violated any of the provisions under the NOM. Any claims against us filed by our employees may lead to higher labor costs, which could have a negative impact on our operations.
On April 23, 2021, the Mexican government published a decree according to which several amendments were made to the Federal Labor Law, Income Tax Law, Value Added Tax Law (the “2021 Labor Reform”), among others, to prohibit outsourcing of personnel, limit contracting and to amend profit-sharing rules. The amendments became effective April 24, 2021, except for certain legal provisions that became effective August 1, 2021. Among the most important amendments made were: (i) prohibition of outsourcing of personnel; however, the provision of specialized services or the execution of specialized works (through external providers or companies within the same business group) is still allowed, only to the extent the services provided are not part of the corporate purpose or the primary economic activity of the company receiving the services; (ii) joint and several liabilities of companies hiring specialized services with a contractor who fails to comply with its labor obligations; (iii) companies that provide specialized services will require to be registered with the Ministry of Labor and Social Welfare (STPS); (iv) increase in fines for violation of the rules; and (v) payments related to contracting of personnel will not be deductible for income tax purposes, and the value-added tax corresponding to these payments will not be creditable. To comply with the new regulations, we transferred certain employees to our airport subsidiaries, terminated certain third-party contracting services, and ensured that our remaining
contracted service providers complied with the new regulation. None of these regulatory amendments nor the actions we took in response thereto had any material impact on our results of operations or our financial condition. We do not expect any material impacts in the future. As a result, we were required to restructure how certain services were provided across our airport operating subsidiaries by our employee service companies. Although we believe the steps taken to restructure our operations put us in compliance with the 2021 Labor Reform, we cannot assure that a review by the Ministry of Labor and Social Welfare (Secretaría del Trabajo y Previsión Social) would not require additional changes to our operations.
On January 11, 2021, the Mexican government published reforms to Article 311 of Mexican Federal Labor Law and NOM-037-STPS-2023, regulating remote working conditions. As a result of these reforms, employees who work more than 40% of their work hours from home or from any other place that is not the applicable company’s domicile without supervision or guidance from the employer have new rights and obligations. These new rules also set forth new obligations for employers. For example, employers must now provide employees with the necessary tools and services to fulfill their jobs. This reform became effective as of January 12, 2021.
On March 28, 2023, the Mexican President submitted to the Mexican Congress an initiative to reform several federal laws, including the Federal Law of Contentious Administrative Procedure (Ley Federal de Procedimiento Contencioso Administrativo), the Organic Law of the Federal Court of Administrative Justice (Ley Orgánica del Tribunal Federal de Justicia Administrativa), the Federal Law of Administrative Procedures (Ley Federal de Procedimiento Administrativo), the Public Sector Acquisitions, Leasing and Services Law (Ley de Adquisiciones, Arrendamientos y Servicios del Sector Público), the Public Works and Related Services Law (Ley de Obras Públicas y Servicios Relacionados con las Mismas), the Expropriation Federal Law (Ley de Expropiación) and the Federal Law of Patrimonial Responsibility of the State (Ley Federal de Responsabilidad Patrimonial del Estado). The initiative provides, among other things, additional grounds for the Mexican government to revoke concessions and permits, as well as a mechanism to expedite the expropriation of private property by the state. It is uncertain whether the Mexican Congress will approve this bill and, if approved, the impact it could have on the Mexican economy and our business. We cannot assure you that this will not adversely affect our business or operations and financial conditions.
For fiscal year 2026, amendments to the Mexican Federal Labor Law may be discussed, as there are pending initiatives in Congress aimed at increasing employee benefits. These include proposals to raise the number of days of Christmas bonus (aguinaldo) from 15 to 30 days, extended paternity leave, and increase severance payments for seniority (prima de antigüedad). On March 3, 2026, Congress approved a reduction in the maximum weekly working hours from 48 to 40. The reform will begin in 2027 with a limit of 46 hours per week and will gradually decrease by two hours per year until reaching 40 hours per week in 2030. For more detailed information on current regulation sources governing airports’ operation in Mexico, see “Item 4, Information on the Company – Regulatory Framework – Sources of Mexican Regulation.”
If SICT determines that we are not meeting our committed investments during the annual review of maximum tariff compliance, the government may impose fines and reduce the maximum rate for that airport in the following year. Non-compliance with committed investments could also result in the termination of the concession if the relevant term has been violated and sanctions have been imposed at least two times for the same cause and without remediation. If any of our Mexican concessions is terminated, our other concessions may also be terminated.
In prior years, to ensure compliance with our Master Development Programs, we have taken actions in the latter part of the year, such as increasing the amount or pace of certain construction projects. However, we cannot assure that should external factors put our investment levels at risk, we will have enough time to take corrective actions to remain compliant with our Master Development Programs. For details on the latest Mexican tariff base regulation amendment, effective October 19, 2023.
Under their concession agreements, our Jamaican airports are required to execute capital expenditures to meet Capital Development Program requirements by specific deadlines. Additionally, our Jamaican airports are responsible for maintaining tangible concession assets as stipulated in the concession agreements, which include capital investment projects and improvements to these assets. If either MBJA or NMIA fails to comply with the terms and conditions of their concession agreements, they could be deemed in default and face liquidated damages. Furthermore, if they do not remedy the breach within the applicable grace period, they could incur additional negative consequences, including the termination of their concession.
If we fail to fulfill the requirements of our Master Development Programs or our Capital Development Programs, our airports could suffer specific negative consequences, including termination of their respective concessions.
Historically, our capital expenditure commitments under our Master Development Programs have been determined by the Mexican PPI’s construction price index. Using this index, we aim to stay as close as possible to our five-year period capital expenditure commitments at any time. We expect to continue this capital expenditure control strategy in the future. As a result of this strategy, our capital expenditure during 2023, 2024, and 2025 was 107.8%, 115.3%, and 103.1% of our capital expenditure commitments under our Master Development Programs, respectively.
Our operating results could be adversely affected if the airlines fail to collect sufficient Airport Improvement Fees for MBJA or if MBJA does not receive approval for the use of these funds to offset costs associated with capital investments at Montego Bay airport.
The Airports (Economic Regulation) Act and related agreements require airlines operating at Jamaican airports to collect an Airport Improvement Fee (“AIF”) from international passengers before they embark. These fees must be deposited monthly into a trust account controlled by the Jamaican Ministry of Science, Energy, Telecommunications and Transport (“MSET”). MSET’s approval, the Jamaican airports can use these funds for additional capital investments not included in their respective Capital Development Programs and cover interest expenses related to financing those investments. In return for the right to use the AIF funds, the Jamaican airports are required to commit to specific additional capital investments.
The MSET renewed its approval for collecting AIF funds at Montego Bay airport on February 25, 2015, for the period ending April 11, 2030, unless otherwise revoked. However, since MSET’s previous approval of MBJA’s use of AIF funds pertains only to specified capital investments in projects already completed, MBJA is currently not authorized to use any AIF funds collected after April 11, 2015.
Moreover, if MBJA’s passenger traffic projections exceed the actual traffic observed at Montego Bay airport, the AIF collected may not be sufficient to finance all capital projects approved by the MSET and their financial cost. We cannot assure that Montego Bay airport will achieve the passenger traffic required to recover MBJA’s committed capital investments in exchange for the use of the AIF funds.
Currently, an Implementation Letter between AAJ and MBJA indemnifies MBJA for any funds advanced towards the approved capital projects funded by the AIF, thus eliminating MBJA’s financial exposure. See “Item 4, Information on the Company – Regulatory Framework – Jamaican Aeronautical Services Regulation.”
Increasing scrutiny and evolving expectations from customers, regulators, investors, and other stakeholders regarding our environmental, social, and governance (ESG) practices may impose additional costs on us or expose us to new risks.
The level of environmental regulation is rising in Mexico, the United States, and other countries, and the enforcement of these laws has become more frequent. For example, a new carbon dioxide (“CO2”) market began operating in Mexico in 2018. This market requires industries that exceed a certain level of CO2 emissions to pay for the rights to those excess emissions. Since 2015, companies affected by this legislation have been required to report their global emissions to the Mexican Emissions Registry (Registro Nacional de Emisiones) every three years. We are subject to this legislation and have submitted our emissions reports annually since 2015. Additionally, we conduct verification every three years by authorized Verification Units, as mandated by law.
Furthermore, revised water quality standards were authorized in 2021, taking effect in 2023. These standards require us to expand and upgrade our wastewater treatment plants to meet the new requirements. We continue to monitor regulatory and legislative developments in this area and cannot assure you that mandatory climate-related disclosure requirement will not be adopted or reinstated in the future.
On June 26, 2023, the International Sustainability Standards Board (ISSB) of the IFRS Foundation issued two sustainability standards, IFRS S1 and IFRS S2, which required entities to disclose information on sustainability-related and climate-related risks and opportunities, respectively. In Mexico, the CNBV proposed significant changes to local ESG-related regulations, particularly through amendments to the Disposiciones de Carácter General Aplicables a las Emisoras de Valores y a Otros Participantes del Mercado de Valores, known as the Circular Única de Emisoras (CUE). The CUE now requires issuers to prepare a sustainability report following ISSB standards. These amendments to the CUE entered into force on January 29, 2025. They established a phased implementation period under which issuers must adopt IFRS S1 and S2, starting with their 2026 reports for the 2025 fiscal year, with optional focus on climate only. The CUE’s phased assurance requirements provide that limited external assurance will be mandatory for the 2027 reports (covering the 2026 fiscal year) and reasonable external assurance will be required for the 2028 reports (covering the 2027 fiscal year). Compliance with these new regulations, or similar ones imposed in other countries where we operate, may necessitate significant additional compliance costs.
Additionally, we establish and publicly announce goals relating to our environmental, social, and governance commitments. A failure, or perceived failure, to meet these goals or comply with regulatory requirements, investor expectations, or stakeholder standards could negatively impact our business. Moreover, our ESG initiatives may not achieve their intended outcomes for various reasons, including our inability to realize the expected benefits or successfully implement new strategies, which could further harm our business.
Risks Related to Our Strategic Shareholder
AMP, or if our Pending Business Combination is completed, the former shareholders of the merged companies, as holders of Series BB shares, have a significant influence over our operations, and their interests may differ from those of other shareholders.
AMP holds Series BB shares, representing 15% of our total capital stock. The BB Series shares have certain special rights that allow AMP to exercise significant influence over our operations. Through its right to appoint and remove members of our senior management, AMP participates in the decision-making process of our management in areas such as business strategy, operations, financing, acquisitions, and dispositions of assets or business.
Pursuant to our bylaws, AMP (as holder of our Series BB shares) has the right to appoint and remove our top-level executive officers (upon consultation with our Nominations and Compensation Committee), to elect four members of our board of directors and their alternates and to designate three members of our Operating Committee and 20% of the members of each other board committee (or one member of any committee consisting of fewer than five members). Audit Committee members are selected according to Mexican and U.S. independence standards. Certain matters require the favorable vote of the majority of the Series “BB” shares (including the approval of our financial statements, increases or decreases in our capital stock, the payment of dividends, the amendment of our bylaws, and any decision that has the objective to modify or annul its right to appoint our top-level executive officers). These rights are not conditioned on whether the technical assistance agreement and the participation agreement remain in force. Pursuant to our bylaws, if at any time AMP (as the holder of our Series BB shares) were to hold less than 7.65% of our capital stock in the form of Series BB shares, such shares would be mandatorily converted into Series B shares, which would cause AMP to lose all of its special rights. Shareholders of AMP have allocated among themselves certain veto rights relating to the exercise of its veto and other rights, which increases the risk of the impasse at AMP shareholders’ meetings and, ultimately, at our shareholders’ meetings. Differences in points of view among AMP’s shareholders with respect to our management could affect our results of operations. The interests of AMP may differ from those of our other shareholders.
If our Pending Business Combination is completed, AMP will merge into GAP and will be extinguished, and its Series B and BB shares will be cancelled. However, according to the Shareholders meeting of December 11, 2025, GAP will issue new Series B and Series BB shares to the shareholders of the merged companies, including AMP’s current shareholders. These holders, now direct holders, of Series BB shares will retain all the special rights described above. In addition, the current shareholders of GAP who own the merged companies will increase their individual holdings of Series B shares as a result of the merger. See “Item 4, Information on the Company — History and Development of the Company — Pending Business Combination.”
Disputes among AMP’s shareholders may affect our shareholders’ meetings or management.
On November 19, 2014, Controladora Mexicana de Aeropuertos, S.A. de C.V. (“CMA”) became 66.66% owner of the capital stock of AMP. As a result of this transaction, CMA agreed that the minority shareholders’ consent is required with respect to certain significant actions or decisions. See “Item 7, Major Shareholders and Related Party Transactions – Major Shareholders – AMP Trust, Bylaws and Shareholders’ Agreement.”
In the past, there have been some disputes among AMP’s shareholders. If disputes among AMP’s shareholders were to occur in the future, it is not possible to predict if they would result in a deadlock at our shareholders’ meetings or distract our management or what effects such events might have on the price of our stock, its liquidity or our market value and the effects that these conflicts could have on our business or results of operations. In addition, AMP’s veto, appointment, and other rights could adversely impact our operations and constitute an obstacle for us in bringing in a new strategic shareholder and/or operator.
If our Pending Business Combination is completed, AMP will be extinguished and CMA will be merged into GAP and will be extinguished. However, the former shareholders of these entities will become direct holders of the Series BB shares and may have differing views regarding the exercise of the special rights attached thereto.
If AMP, or following the completion of our Pending Business Combination, the former shareholders of the merged companies should decide to sell all or a portion of their interest in us, our operations and share price could be adversely affected.
AMP currently has a significant influence on our management, as described above. AMP can sell nearly all its shares. Our bylaws provide that, subject to certain exceptions, Series BB shares must be converted into Series B shares prior to transfer. Should AMP or its shareholders, once the Business Combination has been consummated, divest its interest in us or cease to hold Series BB shares, our management could change. As a result, our operations could be adversely and significantly affected.
Our operations could be adversely affected if the Pending Business Combination is not completed and the technical assistance agreement is not renewed with AMP.
AMP provides services through the technical assistance agreement, through which AMP provides our airports with expertise in operating in the aeronautical sector and strategic planning guidance to increase aeronautical and non - aeronautical revenues, in addition to knowledge of the Mexican government and business sectors and assistance with the determination of our Master Development Programs. Therefore, if either we or AMP decide not to renew the technical assistance agreement, it would require time and potentially higher costs for us to replace AMP’s strategic expertise through contracts with new external advisors. Apart from the possible higher costs, the need to replace AMP could impact on our business strategy and ongoing projects, such as the successful determination of tariffs, investments, and other elements of our Master Development Programs. As a result, our results of operations could be negatively affected. For more detailed information on the technical assistance agreement with AMP, see “Item 4, Information on the Company – History and Development of the Company – Investment by AMP.”
On December 11, 2025, our shareholders approved the Business Combination that, if completed, would result in the merger of AMP into GAP and the internalization of the technical assistance and technology transfer services currently provided by AMP. If the merger becomes effective, this risk factor would no longer be applicable as GAP would provide these services directly to its airports. However, until the merger becomes effective, this risk remains relevant. For a complete description of the Business Combination, see “Item 4, Information on the Company — History and Development of the Company — Pending Business Combination.”
Failure to comply with certain requirements of the privatization guidelines and the participation agreement relating to our privatization could have a material and adverse effect on our operations or the value of our securities.
Pursuant to the guidelines published by the Mexican government during the first phase of our privatization and the participation agreement setting forth the rights and obligations of each party involved in our privatization, AMP assumed certain rights and responsibilities.
Although we believe AMP satisfies all its requirements under the privatization guidelines and the participation agreement, there can be no assurance that allegations or official inquiries relating to AMP’s compliance with its obligations under those requirements will not take place. In the event of future inquiries or an official finding that AMP is or was not in compliance with the requirements of the privatization guidelines or the participation agreement, AMP could be subject to fines, which could have a material effect on our operations. In addition, there can be no assurance that any such developments will not result in a material decrease in the market value of our shares, ADSs, or their liquidity.
Disputes with or among our shareholders or challenges to certain provisions of our bylaws may affect our operations.
In the past, there have been disputes with certain shareholders primarily regarding certain shareholding limitations outlined in our bylaws. See — “The Company’s bylaws can discourage acquisitions and depress the market for our shares.” These disputes have led challenging shareholders to commence legal proceedings seeking (i) to modify our bylaws to eliminate the foregoing shareholding limitations and (ii) to terminate AMP’s special rights that stem from AMP’s ownership of our Series BB shares. Although the Mexican Supreme Court has upheld the validity of these provisions of our bylaws, we cannot guarantee that future challenges to our bylaws will not emerge. If disputes with certain of our shareholders were to occur in the future, it is not possible to predict if they would distract our management or result in a deadlock at our shareholders’ meetings or what effects such events might have on the price of our stock, its liquidity or our market value and the effects that these conflicts could have on our business or results of operations.
Risks Related to our Pending Business Combination.
We may not complete our Pending Business Combination or realize its anticipated benefits due to execution risks, including the execution of definitive transaction agreements and satisfaction of closing conditions.
On December 11, 2025, our shareholders approved the Business Combination, which has not yet been consummated. For a complete description of the Business Combination, including the transaction structure, status, and conditions, see “Item 4, Information on the Company — History and Development of the Company — Pending Business Combination.”
We cannot assure the timing of the consummation of the Business Combination, if it is completed at all. In addition, because CBX has been designated as part of the San Ysidro Port of Entry under U.S. law and involves critical border infrastructure, the transaction remains subject to ongoing oversight by U.S. governmental authorities with jurisdiction over border infrastructure and operations, and we may be required to comply with conditions, operational requirements, or restrictions that could delay, increase the cost of, or otherwise affect the operation of CBX. Any delay in completing the merger, the inability to complete it, or the imposition of onerous or unanticipated conditions could result in significant costs, management distraction and uncertainty, and may prevent us from realizing the anticipated strategic benefits of the acquisition.
If completed, our Pending Business Combination may be challenging to integrate and could divert management attention and resources from our existing operations.
CBX operates a business that is materially different from our airport concession operations. Unlike our airports, which generate revenue from aeronautical services, commercial concessions and multiple airline customers, CBX operates as a specialized border-crossing facility that relies entirely on U.S. Customs and Border Protection for immigration processing services.
If the CBX integration is completed, integrating CBX could require further knowledge of U.S. immigration and border-control regulation, binational coordination and operational frameworks that differ from our core competencies. The integration process may require significant management time and resources and may divert attention from our existing operations. We may experience difficulties integrating CBX’s systems, processes, personnel and corporate culture, and the loss of key personnel or disruption of relationships with CBP or other
governmental authorities could adversely affect operations. If we are unable to integrate CBX successfully, we may incur increased costs, operational disruption and fail to realize the expected benefits of the acquisition.
CBX’s operations depend on U.S. and Mexican border policies; if we complete the Pending Business Combination, recent policy changes or reduced border crossings could materially affect our investment.
CBX’s business depends on the processing of passengers by U.S. Customs and Border Protection and on the continuation of current U.S. and Mexican border and immigration policies. U.S. and Mexican authorities have from time to time implemented enhanced immigration enforcement and border-security measures, including increased screening procedures at ports of entry, which could increase processing times, reduce CBX's operational advantages relative to traditional land crossings and negatively affect passenger demand.
Passenger traffic at CBX has declined in recent years, decreasing from approximately 4.3 million passengers in 2023 to 4.0 million passengers in 2024 and approximately 4.0 million passengers in 2025, and we cannot assure that this trend will stabilize or reverse. In addition, CBX is required to reimburse the U.S. government for CBP officer costs, and we have limited visibility into potential future cost increases. Changes in immigration policy, visa requirements or border procedures, or any temporary or permanent closure of the border crossing due to security, public health or policy decisions, could materially reduce passenger traffic or eliminate substantially all of CBX’s revenues. These factors are largely outside our control and represent an ongoing risk to our investment if the Business Combination is completed.
If the pending Business Combination is completed, we could be subject to new U.S. regulatory requirements
If the Pending Business Combination is completed and we acquire CBX, we will be subject to extensive regulation and oversight by U.S. federal authorities with jurisdiction over ports of entry and border-crossing infrastructure. CBX is designated as part of the San Ysidro Port of Entry under U.S. law and, as a result, its operations are subject to the authority of U.S. Customs and Border Protection and other agencies within the U.S. Department of Homeland Security, as well as other U.S. governmental authorities with jurisdiction over border security, transportation and critical infrastructure. Compliance with these regulatory requirements may impose significant operational, security, reporting and capital expenditure obligations and may restrict our ability to modify, expand or otherwise operate the CBX facility.
In addition, any changes in applicable laws, regulations, policies or enforcement practices, or the imposition of new or more stringent requirements by U.S. governmental authorities, could result in increased costs, operational delays or limitations, or require us to make material modifications to our business practices or infrastructure. Our failure to comply with applicable U.S. laws or regulatory requirements could result in fines, penalties, suspension or revocation of operating authorizations, or other adverse actions, any of which could materially and adversely affect our business, financial condition, results of operations and prospects.
Internalization of technical assistance services following the completion of the Pending Business Combination may not achieve expected benefits and could adversely affect expected benefits
Our Pending Business Combination is expected to generate operational and financial synergies for us, derived from the integration of structures, consolidating technical services, and coordinating operations. However, we cannot assure that these synergies will be achieved in the amounts, timing, or conditions anticipated. Factors such as cost overruns, uneliminated operational duplications, or delays in adopting shared systems and processes could limit our ability to capture such expected benefits. Even if the transaction is completed, the internalization may require incremental investment in personnel, systems, intellectual property and operational processes, and we may experience transitional disruption or delays in replicating the services historically provided under the technical assistance agreement. If we are unable to successfully internalize these functions, our operations, strategic planning and commercial performance could be adversely affected, and the anticipated efficiencies and cost savings may not be realized in the expected amounts or within the expected timeframe. For a description of our current technical assistance agreement with AMP, see “Item 4, Information on the Company — History and Development of the Company — technical assistance agreement.”
In addition to the CBX integration, the Business Combination will result in the internalization of the technical assistance, strategic advisory and certain other services historically provided by AMP and its affiliates pursuant to the technical assistance agreement and related arrangements. Upon effectiveness of the Business Combination, these services would be performed directly by our management and operating teams, and the existing technical assistance structure would be terminated. We expect that this internalization will further align our governance and operational structure with our strategic objectives and enhance transparency and operational control. We anticipate a transition period of 6 to 12 months for the full transfer of services, processes, and systems currently provided by AMP. This internalization is expected to eliminate the recurring technical assistance fee payments, resulting in estimated annual savings of approximately 3.1% of EBITDA from Mexican airport operations (approximately Ps.971.8 million based on 2025 amounts), while ensuring that our airport operations continue to benefit from the same technical assistance and technology transfer functions that were previously provided by AMP as an external service provider.
The Pending Business Combination, if completed, could result in dilution to our existing shareholders, and the valuation underlying the transaction may not be realized.
If the Business Combination is completed, we will issue approximately 90 million net new shares of our capital stock, subject to adjustments, to the direct or indirect shareholders of the merged companies. As of the date hereof, we have approximately 505 million shares outstanding, and following completion of the merger, our outstanding shares would increase to approximately 595 million shares. See “Item 4, Information on the Company — History and Development of the Company — Pending Business Combination.”
The issuance of such shares could result in dilution of our existing shareholders’ ownership interests and may adversely affect the market price of our shares. In addition, the valuation of the merged companies and the exchange ratio underlying the merger are based on assumptions and estimates regarding future performance, market conditions and expected benefits. There can be no assurance that these assumptions will prove accurate or that the anticipated benefits of the Business Combination will be realized. If actual performance differs materially from the assumptions underlying the valuation, the transaction may result in greater dilution or fail to generate value for our shareholders.
We cannot assure that the number of shares to be issued by GAP as part of the Business Combination could reflect the value of the merged companies, or that they could be considered by all of our shareholders to be in the best interest of GAP.
One or more of our shareholders may not agree with the terms of the agreements relating to the Business Combination, and there may be differing views as to whether the negotiations and resulting transaction are favorable to all shareholders. We cannot assure you that the number of shares to be issued by us in connection with the Business Combination could reflect the value of the combined companies or that such issuance could be viewed by all of our shareholders as being in their best interests.
The Business Combination and the terms thereof are based on various factors and considerations evaluated by our board of directors and its advisors, some of which involve judgments and assumptions and may not align with the views or expectations of all shareholders.
Risks Related to Mexico
Our business is significantly dependent upon the volume of air passenger traffic in Mexico, and negative economic developments and security concerns in Mexico could adversely affect our business and results of operations.
In 2023, 2024, and 2025, domestic terminal passengers represented approximately 57.3%, 55.4%, and 57.2% of the passenger traffic volume in our airports. In addition, a significant portion of our assets and operations are located and conducted in Mexico. Accordingly, our financial condition and results of operations are substantially dependent on the prevailing economic conditions in Mexico. As a result, our business, financial condition, and results of operations could be adversely affected by the Mexican economy’s general condition, by the depreciation of the Mexican peso, by inflation and high interest rates in Mexico, or by political, social, and economic developments in Mexico. Declines in growth, high inflation rates, and high interest rates in Mexico generally adversely affect our operations. If inflation in Mexico increases while economic growth slows, our business, results of operations and financial condition will be affected. The Mexican government may adopt policies, changes in law, and drastic measures to attempt to control and reduce inflation, such as price controls and restriction product offerings, which may significantly affect Mexican private businesses, supply chains, and, ultimately, our margins. In addition, high interest rates and economic instability could increase our financing costs.
In the past, Mexico has experienced economic crises caused by internal and external factors characterized by exchange‑rate instability (including large devaluations), high inflation, high domestic interest rates, economic contraction, a reduction of international capital flows, a reduction of liquidity in the banking sector and high unemployment rates. We cannot assume that such conditions will not return or will not adversely affect our business, financial condition, or results of operations.
The Mexican economy’s link with the U.S. economy remains very important, and therefore, any downside to the economic outlook of the U.S. may hinder any recovery in Mexico. This correlation may impact Mexico’s GDP growth and other macroeconomic conditions. The Mexican economy achieved accurate GDP growth rates of 3.1%, 1.2%, and 0.8% in 2023, 2024, and 2025, respectively, and is estimated to increase by 1.5% in 2026, according to the World Economic Outlook published by the International Monetary Fund in January 2025.
In recent years, Mexico’s sovereign debt rating was subject to downward revisions and negative outlooks from major rating agencies as a result of such agencies’ assessment of the overall financial capacity of the government of Mexico to pay its obligations and its ability to meet its financial commitments as they become due. Factors influencing such rating have historically included, among others, concerns about public spending pressure, election cycles, trade tensions, the ability of the Mexican state oil company (Petróleos Mexicanos, or “PEMEX”) to meet its obligations, and the Mexican government’s support of PEMEX and the general macroeconomic outlook, and more recently, the constitutional overhaul risks undermining the checks and balances of the country’s judicial system. We cannot ensure that the rating agencies will not announce additional downgrades of Mexico and/or PEMEX in the future. These downgrades could adversely affect the Mexican economy and,
consequently, our business, financial condition, and results of operations. If the Mexican economy experiences a deterioration in GDP growth or of economic conditions such as inflation, interest rate increases, or downgrade of sovereign debt, among other factors, the activities, financial situation, cash flows, and/or our results of operations could be adversely and significantly affected.
During 2025, average reference interest rates in Mexico decreased by 263 basis points compared to 2024. The annualized interest rates on 28‑day short‑term Mexican treasury bills, or Cetes (Certificados de la Tesorería de la Federación), averaged approximately 11.1%, 10.7% and 8.3% for 2023, 2024, and 2025, respectively. As of December 31, 2025, 48% of our long-term debt has interest payments at a variable rate, all of which are indexed to the 28-day TIIE funding reference rate, which highly exposes us to risk due to fluctuations in market interest rates.
If inflation or interest rates increase significantly or if the Mexican economy is otherwise further adversely impacted, our business, financial condition, prospects, and results of operations could be materially and adversely affected because, among other things, demand for transportation services may decrease. Similar events may occur, and the recurrence of such events may adversely affect our business, results of operations, prospects, and financial condition.
In addition, Mexico has experienced periods of increasing criminal activity and violence and increased homicide rates, primarily due to organized crime. This poses a risk to our business and might negatively impact business continuity. An increase in crime rates could negatively affect our sales and passenger traffic, increase our security expenses, affect our hours of operation, and result in higher personnel turnover or damage to the perception of our brands. Furthermore, as consumer behaviors adapt to the heightened perceived and actual security threats, people may become increasingly reluctant to travel across Mexico. This shift could impact foreign direct investment, affecting our business and financial performance. The heightened security concerns may deter potential investors, affecting not only our direct operations but also the broader investment landscape in the region.
Political developments and constitutional reforms in Mexico could have an adverse effect on our business, results of operations, or financial condition.
Political instability has been a determining factor in business investment and economic conditions in Mexico. Our financial condition and results of operation may be adversely affected by changes in laws, public policies, and/or regulations or the use of public referendums (consultas populares) to the extent that such changes affect the nation’s economic policies, growth, stability, outlook, or regulatory environment. Political disagreements between the executive, legislative, and judicial branches may result in a standstill, delaying the implementation of critical political and economic reforms. In addition, any actions taken by the administration may lead to riots, protests, and looting that could adversely affect our operations.
Political events in Mexico may significantly affect our business operations.
The Mexican government has enacted significant changes to policies and regulations. It is generally expected that the current administration will continue the predecessor’s political and economic agenda and that the Mexican federal government will increasingly make significant changes to policies, laws, and regulations, including amendments to the Mexican Constitution that have raised concerns about judicial independence and the rule of law in Mexico.
The current Mexican Administration has approved wide-ranging constitutional reforms. As of the date of this filing, adopted reforms include (i) significant modifications to the Mexican judicial system, (ii) the elimination of certain autonomous governmental bodies, such as the National Hydrocarbons Commission (Comisión Nacional de Hidrocarburos), the Energy Regulatory Commission (Comisión Reguladora de Energía, or “CRE”), and the National Antitrust Commission (Comisión Nacional Antimonopolio, or “CNA”), (iii) the reform of the constitutional supremacy, which limits the judicial system’s faculties to review, challenge and ultimately invalidate constitutional reforms. Such reform potentially allows the ruling party to approve constitutional reform proposals without the support of opposition lawmakers and any judicial challenge towards its invalidation.
We cannot predict the nature, timing or scope of any future legal or constitutional reforms or whether they will be enacted. However, further measures that challenge the autonomy of governmental institutions or the judicial system’s independence could negatively impact the Mexican economy and undermines investor confidence. Any changes to laws, policies, or regulations as a result of such reforms may materially and adversely affect our business, financial condition, and results of operations.
Additionally, our financial condition and results of operations are also exposed to fluctuations in the value of the peso relative to the U.S. Dollar, inflation, interest rates, and changes in the nation’s political or regulatory environment. Any of these factors, individually or collectively, may adversely affect Mexico’s economic situation, business operations, and ability to repay indebtedness. We cannot guarantee that political, economic, or social developments in Mexico, over which we have no control, will not adversely affect our financial condition or market performance.
Fluctuations in the value of the peso relative to the U.S. dollar could adversely affect our results of operations and financial condition.
Significant future appreciation or depreciation of the peso could influence our overall passenger traffic volume, potentially leading to a material adverse effect on our operations. In 2023, the peso appreciated 12.7% against the U.S. dollar, while in 2024, it depreciated by 20.0%. In 2025, the peso appreciated 11.4% against the U.S. dollar. Additionally, rising inflation in the U.S., the extent of which remains uncertain, could impact the value of the peso relative to the U.S. dollar. Notably, in 2025, inflation in the U.S. increased by 2.7%. A significant depreciation of the peso may impact our total passenger traffic volume by increasing travel costs for domestic passengers. Conversely, a significant appreciation of the peso could affect aggregate passenger volume by increasing travel costs for international passengers.
International passengers and flights pay tariffs in U.S. dollars; however, in Mexico, these tariffs are typically invoiced and collected in Mexican pesos. Since these tariffs are based on the average exchange rate from the 30 days preceding a flight, a substantial depreciation of the peso during the last two months of any year could lead us to exceed our maximum rates, violating our concession agreement. In such a case, we might have to issue rebates to our customers to avoid surpassing these maximum rates. On the other hand, a significant appreciation of the peso may cause us to invoice substantially less than our maximum rate per workload unit, and we would not be able to recover lost revenue in such situations.
After acquiring DCA in 2015, we took on debt in U.S. dollars. A devaluation of the peso would raise the debt service costs associated with this U.S. dollar-denominated debt and result in foreign exchange losses. In 2025, 99% of MBJA’s and NMIA’s revenues, 74% of their operating expenses, and 68% of their capital expenditures were denominated in U.S. dollars, with the remaining 26% of operating expenses and 32% of its capital expenditures denominated in Jamaican dollars, which are pegged to the U.S. dollar. All of MBJA’s debt was also denominated in U.S. dollars in 2025. Therefore, fluctuations in the exchange rate between the Mexican peso and the U.S. dollar may affect our performance through the consolidation of MBJA and NMIA’s financial and operating results.
Furthermore, changes in the peso and the U.S. dollar exchange rate, particularly depreciations, may adversely affect the U.S. dollar equivalent of the peso price of the Series B shares on the Mexican Stock Exchange. As a result, such peso depreciations will likely impact the market price of the ADSs. Exchange rate fluctuations could also affect the ADS depositary’s ability to convert peso cash dividends and other distributions related to the Series B shares into U.S. dollars in a timely manner.
We cannot guarantee that fluctuations or depreciation of the peso relative to the U.S. dollar will not require us to issue rebates to prevent exceeding our maximum rates, compel us to invoice substantially less than our maximum rate per workload unit, or negatively impact our financial results. Additionally, while most of our operating costs are in pesos, we cannot predict whether our cost of services will increase due to the peso depreciation or other factors.
The Mexican government exercises significant influence over the economy, and we face the risk of change in law.
The Mexican government increasingly seeks to exert additional influence over the Mexican economy. Policies implemented by the Mexican government, changes in law, and structural reforms may significantly affect Mexican private businesses, assets, and securities. In the past, no party had a majority in Mexico’s congress, and congressional opposition hampered the passage of laws and reforms. The president’s political party and its allies hold a qualified majority in the House of Representatives and the Senate and a strong influence in various local legislatures. The increased influence of the executive branch increases the risk of unexpected changes in law and policy.
Our business could be adversely affected by other claims by certain Mexican municipalities.
Certain Mexican airports are subject to claims by the municipalities in which they operate regarding our failure to obtain certain
municipal licenses. Although we do not believe that we are subject to the license requirements at issue if the municipalities require additional
licenses or make changes to the current laws and we are unable to obtain the necessary licenses or if we do not prevail in proceedings challenging these requirements, our failure to obtain these licenses could have a material adverse effect on the operations of certain of our airports and consequently on our financial condition and results of operations.
The security situation in Mexico could adversely affect the Company’s business, operating results, and financial condition.
Mexico continues to face public security challenges, with high levels of violence and crime in various regions of the country. Despite efforts by the Mexican government, criminal activity persists and, in some cases, has impacted the country’s economic environment and international reputation as a destination for tourism and investment. The continuation or intensification of current levels of insecurity could negatively affect the Mexican economy or the Company’s operations in the future.
In recent periods, security incidents and government enforcement actions against organized crime groups in Mexico have been followed by episodes of violence, vandalism and travel disruption. For example, in early 2026, incidents were widely reported across the country, particularly in the state of Jalisco, including in Guadalajara and Puerto Vallarta, and may adversely affect traveler perception and
demand if sustained or repeated. Any escalation or persistence of violence in regions where we operate could reduce domestic and international passenger traffic, disrupt airline operations, and adversely affect our results of operations, financial condition and prospects
The U.S. Department of State has issued travel advisories recommending that U.S. citizens avoid or postpone non-essential travel to certain states in Mexico due to security concerns. In its most recent advisory, issued on August 12, 2025, U.S. citizens were urged not to travel to states such as Colima, Guerrero, Michoacán, Sinaloa, Tamaulipas, and Zacatecas. It also recommended postponing non-essential travel to cities, states, and other regions including Baja California, Chiapas, Chihuahua, Guanajuato, Jalisco, Morelos, and Sonora. These advisories cover regions where GAP operates airports, such as Tijuana, Mexicali, Guadalajara, Puerto Vallarta, Guanajuato, Morelia, Manzanillo, Hermosillo, and Los Mochis.
Finally, while the impact of insecurity may vary by region and can be mitigated through internal prevention and control measures, the Company cannot guarantee how this situation will evolve, whether it will remain localized or spread to other areas of the country, or what potential adverse effects it may have on the national economy and, consequently, on our operations, results, and financial condition.
Adverse domestic events could negatively impact our business and the results of our operations.
The operations of our airports may be disrupted due to the actions of third parties, such as protestors or demonstrators, which are beyond our control. Any disruption in our operations or adverse consequence resulting from protests or riots, including flight delays, a work stoppage, or other similar events, may have a material adverse effect on the operation of our airports and our results of operations.
Demonstrations and riots taking place in cities where our airports are located and where they are either a potential target or on the path of such demonstrations could generate flight cancellations and the suspension of our operations and could materially and adversely affect our business, results of operations, prospects, and financial condition. See “Risk Factors –Risks Related to Mexico –High incidences of crime in Mexico and violence related to drug trafficking could adversely affect our business.”
Minority shareholders may be less able to enforce their rights against us, our directors, or our strategic shareholders in Mexico.
Under Mexican law, the protections afforded to minority shareholders are different from those afforded to minority shareholders in the United States. For example, because provisions concerning fiduciary duties of directors have only recently been incorporated into the new Securities Market Law, it may be difficult for minority shareholders to bring an action against directors for breach of this duty and achieve the same results as in most jurisdictions in the United States. In addition, the procedures for class action lawsuits were incorporated into Mexican law and became effective in March 2012; however, certain rules and procedures could be different than the ones in the United States. Therefore, in some cases, it may be more difficult for minority shareholders to enforce their rights against us, our directors, or our strategic shareholders than it would be for minority shareholders of a U.S. company.
We are subject to different corporate disclosure and accounting standards than U.S. companies.
A principal objective of the securities laws of the United States, Mexico, and other countries is to promote full and fair disclosure of all material corporate information, including accounting information. However, there may be different or less publicly available information about issuers of securities in Mexico than is regularly made available by public companies in countries with highly developed capital markets, including the United States.
In addition, accounting standards and disclosure requirements in Mexico differ from those of the United States. Our financial statements are prepared in accordance with IFRS, which differs from U.S. GAAP in several respects. Items on the financial statements of a company prepared in accordance with IFRS may not reflect its financial position or results of operations in the way they would be reflected if such financial statements had been prepared in accordance with U.S. GAAP.
Risks Related to Jamaica
Adverse economic conditions in Jamaica may adversely affect our financial condition or the results of our operations.
Although 99.9% of the passenger traffic at our Jamaican airports consists of international passengers, the overall performance of the Jamaican economy, over which we have no control, can still impact our business. Jamaica is a small, emerging market that has faced challenges such as low growth and high public debt. Due to its size, significant indebtedness, and reliance on exports to a limited number of primary markets, such as the United States and Canada, the Jamaican economy is particularly vulnerable to external shocks. Additionally, the country grapples with social and security issues, including drug trafficking, high rates of violent crime, underemployment, and youth unemployment.
If economic growth remains insufficient to reduce poverty, Jamaica may continue to experience social challenges, particularly among youth, leading to high crime rates and unemployment. According to the Statistical Institute of Jamaica, the unemployment rate was estimated at 3.3% in October 2025, improving slightly from 3.4% reported for October 2024. Jamaica made commendable strides in 2025 with a 43% reduction in murders and over 13% reduction in violent crimes.
On October 28, 2025, Jamaica and in particular, the western end of the island suffered severe damage from the passage of Hurricane Melissa, a category 5 storm. The hurricane brought severe winds, heavy rainfall and widespread disruption throughout the country. A large number of hotels were damaged and were subsequently shuttered, with some having reopening dates set along the way of year 2026. This has resulted in a corresponding fall-off in traffic due to the closure of hotels and perceptions about the state of the island following the devastating impact of the hurricane.
Political conditions in Jamaica could materially and adversely affect Jamaican economic policy or business conditions and, in turn, our operations in Jamaica.
Any change in the administration of the Government of Jamaica could lead to economic or political conditions that may significantly impact our operations. Additionally, any unfavorable legislative changes in the future could adversely impact our business, financial condition, operational performance, and cash flows.
In 2022, the Supreme Court of Jamaica issued a landmark ruling that classifies security guards as employees of the firms that contracted them rather than as independent contractors, as was previously the case. This ruling imposes employer tax obligations on security firms regarding their security guards and other related employee expenses. As a result, security firms are now requesting a 50% increase in their rates to offset these new costs, which could negatively impact our business and results of operations. This ruling took effect on September 23, 2022. In 2026, The Government declared plans to further increase minimum wage by 15% in 2026 with the aim of double the minimum wage over the next 5 years.
Our business in Jamaica is subject to substantial governmental regulation.
Our Jamaican airport concessions are regulated principally by the AAJ, an agency of the Jamaican government, under the Airports Authority Act of 1974. In April 2003, the AAJ divested operational responsibility for the Montego Bay airport to MBJA under a concession agreement pursuant to which MBJA is responsible for the management of the day-to-day operations of the Montego Bay airport in keeping with specific performance criteria and prescribed international standards. In addition, on October 10, 2018, the AAJ signed a concession agreement with PACKAL for the management of the day-to-day operations of Kingston airport. The AAJ retains ownership of the non-movable assets of these airports. Our Jamaican airports pay a concession fee to the Jamaican government and, at the end of the concession agreements, will transfer the infrastructure of our Jamaican airports and any movable assets acquired during the period of the concessions to the AAJ. Regular performance reviews and other contract administration oversight functions are conducted by the AAJ, as specified in the concession agreements. There can be no assurance that governmental regulations or their enforcement will not change in a manner that could have a material adverse effect on our business, results of operations, prospects, or financial condition. However, certain provisions within the concession agreements offer some protection for MBJA and PACKAL in the event of adverse changes in Jamaican law. In certain instances, if there is an adverse change in Jamaican law resulting in an unavoidable net increase in costs or net reduction in revenues for MBJA and PACKAL, both will be entitled (subject to the remaining provisions of the MBJA and PACKAL Concession Agreements) to monetary compensation from AAJ. See “Item 4, Information on the Company – Regulatory Framework.”
High incidences of crime in Jamaica, particularly violence related to drug trafficking, could adversely affect our business.
Travel alerts issued by the U.S. Bureau of Consular Affairs, the most recent as of January 23, 2024, warn travelers about the risks of visiting Jamaica. These alerts highlight concerns over safety and security due to rising crime rates, including violent crime, in various regions across the country. Additionally, they mention challenges in accessing medical services, as many hospitals and doctors overseas do not accept U.S. health insurance. Specific areas in Montego Bay and Kingston near our Jamaican airports are noted for increased criminal activity. On January 17, 2026, there was an update, the advisory level was decreased to Level 2. There were no changes to the risk indicators.
Furthermore, negative perceptions about crime and drug-related violence in Jamaica may also adversely affect our business by reducing international passenger traffic to the country. The rise in crime could lead to a decline in international travelers visiting Jamaica.
Government tax legislation in Jamaica may have an adverse effect on our financial condition and results of operations.
The Jamaican government has, in recent years, implemented various changes to the tax laws applicable to Jamaican companies. Except for certain relief from withholding tax in relation to interest on commercial and shareholder loans to non-resident lenders and to dividends to non-resident shareholders, and in the case of our Jamaican airports, certain relief from customs duty and general consumption tax on major capital investment, the terms of our concession agreements do not exempt us from generally applicable Jamaican tax laws. Changes to tax laws and regulations in Jamaica could significantly increase our tax expense, which could have a material adverse impact on the results of operations.
We cannot predict the impact that changes in law if fully implemented and applied to us, will have on our business, financial condition, and results of operations. In addition, we cannot predict the indirect impact that such legislation could have on our customers and shareholders.
Certain Risk Factors Related Our Structure, Shares, and the Securities Market
Our ability to pay dividends and meet our debt obligations depends on our subsidiaries paying us dividends and transferring other income to us.
We are a holding company whose only significant assets are the shares of our subsidiaries and our cash and cash equivalent positions. Our ability to pay dividends and meet our debt obligations depends on our subsidiaries paying us dividends and transferring other income to us. The ability of our subsidiaries to pay dividends and transfer other resources to us may be subject to legal, regulatory, or contractual restrictions.
Priority in case of Bankruptcy.
In the case of bankruptcy and our subsequent liquidation, our shareholders will be considered, in terms of priority, as our last creditors. In accordance with the Mexican Commercial Bankruptcy Law, in the event of a declaration of bankruptcy, all claims against us, including claims in favor of employees, tax claims, and claims by our creditors, will have preference over our shareholders’ right to receive payment. In the event of our total liquidation, it is highly probable that our current shareholders, including current owners of our Series “B” shares, will recover an amount significantly lower than originally paid for their shares.
The Company’s bylaws can discourage acquisitions and depress the market for our shares.
Certain provisions in our bylaws could have the effect of delaying, deterring, or preventing a hostile takeover, which could be supported by certain shareholders. For example, individual shareholders (or groups of related parties) cannot own more than 10% of our Series “B” shares, except if our shareholding limits were to be amended. In addition, in the event that a person or group of related persons intended to acquire ownership of 30% or more of our shares, in accordance with Mexican legislation, said persons would be required to carry out the acquisition through a public offering under the terms and conditions outlined in the Mexican Securities Market Law and subject only to the exceptions provided therein. These provisions may reduce the interest of certain investors in our shares.
As a result of the volatility of the Mexican stock market, the market price of shares may experience extreme fluctuations in price and trading volume.
Lack of liquidity or market volatility may limit the ability of a holder of Series “B” shares to sell their interest and may also adversely affect the market price of our Series “B” shares. The trading volume of instruments issued by emerging market companies tends to be lower than those issued by companies in more developed countries.
We hold concessions to operate, maintain, and develop twelve international airports in Mexico’s Pacific and Central regions and two international airports in Jamaica. As airport operators, we charge airlines, passengers, and other users fees for the use of airport facilities. We also generate rental and other income from commercial activities at our airports, including leasing space to restaurants and retailers, parking operations, and advertising services.
Grupo Aeroportuario del Pacífico, S.A.B. de C.V. (sociedad anónima bursátil de capital variable), is a corporation organized under Mexican law. It was established in 1998 as part of the Mexican federal government’s initiative to open the national airport system to private investment. The corporate term is 100 years.
All of our Mexican airport concessions have a term of 50 years commencing on November 1, 1998. Under certain circumstances, the SICT may extend these concessions for an additional 50-year period.
Our wholly owned Spanish subsidiary, DCA, holds a 74.5% stake in MBJA, the concessionaire responsible for operating, maintaining, and developing Sangster International Airport in Montego Bay, Jamaica for a term of 30 years beginning on April 12, 2003. On July 26, 2024, MBJA executed amendments to its Concession Agreement with the AAJ to address the impacts of the COVID-19 pandemic on the concession. As a result, the concession term was extended to 31 years from the commencement date and is scheduled to expire in March 2034. The amended concession does not provide for any further extension beyond the revised term.
On October 10, 2018, we entered into a concession agreement with the Government of Jamaica to operate, modernize, and expand the Norman Manley International Airport (“NMIA”) in Kingston for a term of 25 years, with a potential five-year extension. We assumed control and management of NMIA on October 10, 2019.
Our registered office is located at the address set forth on the cover page of this annual report on Form 20-F. Our telephone number is +52 (33) 3880-1100. Our agent for service of process in the United States is Puglisi & Associates, located at 850 Library Avenue, Suite 204, Newark, Delaware 19711.
Opening Mexican Airports to Private Investment
In 1998, the Mexican government issued the Investment Guidelines for the Opening of Investment in the Mexican Airport System. These guidelines identified 35 of Mexico’s 58 main airports and grouped them into four airport groups: Grupo Aeroportuario del Pacífico, or the Pacific Airport Group (twelve airports); Grupo Aeroportuario del Sureste, or the Southeast Airport Group (nine airports); Grupo Aeroportuario del Centro-Norte, or the Central-North Airport Group (thirteen airports) and Grupo Aeroportuario de la Ciudad de México, or the Mexico City Airport Group (one airport).
The guidelines established a two-stage program to introduce private investment into these airport groups. In the first stage, public auctions were held to award a minority equity interest in each airport group to a strategic partner. The second stage consisted of selling all or a portion of the remaining government interest in each airport group through public offerings in the Mexican and international capital markets. All airport groups, except the Mexico City Airport Group, have completed both stages of this program.
As a result of the privatization process, we and our subsidiaries are no longer subject to the regulations applicable to wholly owned government companies. We believe this structure provide us with greater operational and strategic flexibility to implement our business strategy and to respond effectively to market conditions and growth opportunities.
Investment by AMP
In 1999, as part of the first stage of the Mexican government’s program to open the airport system to private investment, the government conducted a public auction pursuant to which it sold a 15% equity interest in our Company to Aeropuertos Mexicanos del Pacífico, S.A.P.I. de C.V. (“AMP”).
The current shareholders of AMP are as follows:
•
Controladora Mexicana (“CMA”) holds 66.67% of AMP. Under the privatization guidelines established by the Mexican government during the first phase of the airport privatization process, strategic shareholders were required include, among other characteristics, both an “operating” partner and a “Mexican” partner (each referred to as a “key partner”), CMA is one of AMP’s two key partners and serves as the designated “Mexican” partner.
Aena Desarrollo Internacional, S.M.E, S.A. (“Aena Internacional”) holds the remaining 33.33% of AMP. Aena Internacional is a wholly owned subsidiary of Aena, S.M.E., S.A. (“Aena”), the parent company of the Spanish economic group Grupo AENA. Aena operates 46 airports and two heliports in Spain and, through Aena Internacional, in addition to its stake in AMP, holds 100% of the share capital of the concessionaires of seventeen airports in Brazil, and owns 51% of the group that holds the concession of the London Luton Airport in the United Kingdom.
In connection with the auction, AMP paid the Mexican government an aggregate amount of Ps.2.45 billion (nominal pesos, excluding interest) (U.S.$261.0 million based on the exchange rates in effect on the date of AMP’s bid) in exchange for:
•
All of our Series BB shares, representing 15% of our capital stock;and
•
The right and obligation to enter into various agreements with us and the Mexican government, including a participation agreement, a fifteen-year technical assistance agreement, and a shareholders’ agreement. These agreements are described in further detail in Item 7 of this annual report.
The Technical Assistance Agreement with AMP
Pursuant to the technical assistance agreement, we receive management and consulting services, as well as industry expertise and technology from AMP. In consideration for these services, we pay a technical assistance fee. The agreement grants us an exclusive license in Mexico to use the technical assistance and expertise transferred by AMP or its shareholders during the term of the agreement. AMP provide support in various areas, including the development of our commercial activities, preparation of marketing studies aimed at increasing passenger traffic, assistance in preparing the Master Development Programs required to be submitted to the SICT, and improvements to airport operations.
The agreement renews automatically for successive five-year terms unless one party gives notice of termination at least 60 days before the planned expiration date. According to our bylaws, if we wish to renew or cancel the technical assistance agreement, we require approval from 51% of Series B shareholders, excluding AMP or any related parties. A party may also terminate the technical assistance agreement before its expiration date if the other party fails to comply with its terms. The technical assistance agreement with AMP was automatically renewed on August 25, 2024 and it has been renewed automatically every five years since August 25, 2014.
The technical assistance fee is determined based on the greater of U.S.$4.0 million (adjusted annually for U.S. inflation since August 25, 2000, as measured by the U.S. CPI) or 5% of our consolidated annual income from operations at our Mexican airports (before deducting the technical assistance fee, income taxes, and depreciation and amortization, all in accordance with Mexican Financial Reporting Standards “MFRS”). In our opinion, this fee structure incentivizes AMP to help increase our annual consolidated earnings. As part of the agreement, AMP is also entitled to reimbursement for out-of-pocket expenses. In 2023, 2024, and 2025, the technical assistance fee, based on our Mexican airports’ income from operations, were Ps.851.3 million, Ps.845.2 million, and Ps.971.8 respectively. These amounts represented 4.6%, 4.5%, and 4.4% of our annual consolidated income from operations (before deducting the technical assistance fee, income taxes, and depreciation and amortization), respectively.
If our Pending Business Combination is successfully completed, AMP will merge into us and we will internalize the functions currently performed by AMP under the technical assistance agreement. Following the completion of the Business Combination, we will provide these management and consulting services, industry expertise, and technology directly to our airports through our own internal resources. For a complete description of the Business Combination and the expected internalization of technical assistance services, including anticipated transition period, expected savings, and related matters, see “Item 4, Information on the Company — History and Development of the Company — Pending Business Combination”.
AMP’s Rights and Obligations under Our Bylaws
Pursuant to our bylaws, the holder of our Series BB shares, AMP, has the right to appoint and remove our chief executive officer and other senior executives, in consultation with our Nominations and Compensation Committee. Additionally, AMP has the right to appoint four members and their respective alternates to our board of directors. AMP is also entitled to appoint three members of our Operating Committee and 20% of the members of each board committee (or one member in the case of any committee composed of fewer than five members). Members of our Audit Committee must be independent, per Mexican and U.S. independence standards. As holder of the Series BB shares, AMP also holds veto rights over certain matters requiring shareholder approval, including the declaration of dividends, amendments to our bylaws, and any action intended to modify or eliminate AMP’s right to appoint senior executives. Additionally, AMP’s shareholders have assigned veto rights among themselves with respect to the exercise of these rights and other governance matters. This structure may increase the risk of a deadlock at both AMP shareholder meetings and meetings of our shareholders. See “Item 3, Key Information – Risk Factors – Risks Related to Our Strategic Shareholders.”
Our bylaws state that, subject to certain exceptions, Series BB shares must be converted into Series B shares prior to any transfer. However, according to our bylaws, if AMP’s ownership of Series BB shares falls below 7.65% of our capital stock, all remaining Series BB
shares would be mandatorily converted into Series B shares, resulting in the loss of all special governance and veto rights attached to the Series BB shares.
AMP Shares in Bancomext Trust
Pursuant to the participation agreement entered in connections with the Mexican government’s sale of our Series BB shares to AMP, AMP contributed its Series BB shares to a trust. The trustee of this trust is Banco Nacional de Comercio Exterior, S.N.C. (“Bancomext”). For a description of this trust, see “Item 7, Major Shareholders and Related Party Transactions – Major Shareholders – AMP Trust, Bylaws and Shareholders’ Agreement.”
Under the terms of this trust, AMP may instruct the trustee to vote shares representing up to 10% of our total capital stock. Any shares held in excess of the 10% threshold are voted by the trustee in accordance with the majority vote of the Series B shareholders. However, as described above, the trust arrangement does not modify or eliminate the veto and other special rights granted to Series BB shareholders.
Global Offering and Establishment of ADR Facility with NYSE Listing
In 1999, 85% of our capital stock was transferred by the Mexican government to a trust established within Nacional Financiera, S.N.C., Institución de Banca de Desarrollo (“NAFIN”), a Mexican development banking institution owned by the Mexican government. In February 2006, we completed an initial public offering pursuant to which NAFIN sold its 85% interest in our Company. In connection with this offering, all of our outstanding Series B shares were offered and sold to the public in Mexico, the United States, and other jurisdictions. As a result, NAFIN ceased to be a shareholder of our Company. We did not receive any proceeds from the offering, as all the net proceeds from the sale of shares were remitted to the Mexican government. Simultaneously with the initial public offering, we established an American Depositary Receipt (“ADR”) facility with The Bank of New York Mellon (formerly The Bank of New York) and our American Depositary Shares (“ADSs”) were approved for listing on the New York Stock Exchange (“NYSE”). In addition, our Series B shares were registered with the National Securities Registry (Registro Nacional de Valores) and listed on the Mexican Stock Exchange (Bolsa Mexicana de Valores).
Master Development Programs
Pursuant to the terms of our Mexican concessions titles, each of our Mexican airport concession subsidiaries is required to submit a Master Development Program to the SICT for approval every five years. Each Master Development Program sets forth the required capital investment commitments applicable to the regulated portion of our Mexican airport operations, including infrastructure expansion, modernization projects and other capital improvements, for the corresponding five-year period. Once approved by the SICT, the investment commitments contained in the MDP become binding obligations under the respective concession titles.
On August 27, 2024, the SICT approved the MDPs for each of our Mexican airports for the 2025-2029 period. The 2025-2029 MDP became effective on January 1, 2025, and will remain in force through December 31, 2029.
The table below presents our historical capital expenditures for our Mexican airports. Capital expenditures are presented on a cash-flow basis and reflect amounts actually incurred by each airport during a given year. Accordingly, these amounts excludes investments that were planned but not paid for during that year. For purposes of comparing annual capital expenditures with the investment commitments established under the applicable MDP for a given year, adjustments are required to reflect the accrual-based allocation of investments. Specifically, it is necessary to (i) deduct payments made during the year relating to investments allocated to prior periods, and (ii) add investments allocated to the year that remained unpaid as of year-end.
For the years 2023, 2024, and 2025, unpaid allocated investments totaled Ps.901.5 million, Ps.1,193.6 million, and Ps.1,578.5 million respectively. Most of these investments were undertaken in accordance with the applicable MDP commitments.
Historical Capital Expenditures by Mexican Airport
Year ended December 31,
2023
2024
2025
(thousands of pesos)
Guadalajara
Ps.
5,620,139
Ps.
3,831,300
Ps.
5,110,302
Puerto Vallarta
1,938,333
1,398,424
2,004,654
Tijuana
828,352
426,418
1,320,277
Los Cabos
602,113
661,013
637,612
Guanajuato
253,995
269,115
460,693
Los Mochis
75,169
87,126
269,899
Mexicali
136,306
88,105
139,946
Morelia
101,756
37,794
134,642
Hermosillo
97,077
96,077
115,704
Aguascalientes
168,688
175,273
95,313
Manzanillo
69,680
40,371
56,459
La Paz
81,034
54,801
52,645
Other (1)
69,889
227,358
613,847
Total
Ps.
10,042,531
Ps.
7,393,175
Ps.
11,011,993
(1)
Includes SIAP, CORSA, PCP, ADP, AHP, OTC, GWTC and Fundación GAP.
The following table sets forth our historical capital expenditures by type of investment across all of our Mexican airports for the years indicated:
Historical Capital Expenditures by Type for our Mexican Airports
Year ended December 31,
2023
2024
2025
(thousands of pesos)
Terminals
Ps.
5,254,393
Ps.
4,470,653
Ps.
6,882,496
Runways and aprons
3,514,886
1,469,763
2,816,770
Machinery and equipment
1,148,323
1,327,075
1,109,006
Other
124,929
125,684
203,721
Total
Ps.
10,042,531
Ps.
7,393,175
Ps.
11,011,993
In 2023, 2024, and 2025, 26.2%, 28.9%, and 29.9%, respectively, of our total capital expenditures were financed by cash flows from operations. The remaining balance was funded primarily through the issuance of long-term debt in the Mexican capital markets (Certificados Bursátiles de Largo Plazo) and bank loans. We expect to continue financing a significant portion of our capital expenditures for our Mexican airports through combination of internally generated cash flows and debt financing, including issuances in the Mexican capital markets. However, our ability to access the capital markets and incur additional indebtedness may be affected by our leverage levels, prevailing interest rates, credit market conditions, compliance with financial covenants and other factors beyond our control. See “Item 5, Operating and Financial Review and Prospects – Liquidity and Capital Resources.”
Our capital expenditures in 2025 were allocated to the following types of investments at the majority of our Mexican airports:
•
Terminals. During 2025, we continued the expansion of several of our airports either by expanding and renovating existing airport facilities or by continuing the construction of new terminal buildings. This was primarily at Guadalajara, Los Cabos, Puerto Vallarta, and Mexicali airports.
•
Runways and aprons. During 2025, we continued renovating and expanding runways, taxiways and aprons at all of our airports, primarily at Guadalajara, Tijuana, Los Cabos, Puerto Vallarta, Guanajuato, Hermosillo, Aguascalientes, Morelia, Los Mochis and Manzanillo airports.
•
Machinery and equipment. We invested in machinery and equipment, including the latest technology in automated air-conditioning systems and various electromechanical equipment that enhance the operation of our electrical systems, improving their reliability and stability, as well as energy quality monitoring systems.
The following table sets forth our estimated committed investments for each of our Mexican airports for the 2025-2029 period under the applicable Master Development Programs, expressed in thousands of constant pesos as of December 31, 2022. These investment commitments were approved by the SICT on August 27, 2024. Under the terms of our concession titles, we are required to comply with the investment commitments established in the applicable Master Development Programs on an annual basis throughout the five-year period.
Estimated Committed Investments by Mexican Airport (2025-2029)(1)
Year ended December 31,
2025
2026
2027
2028
2029
Total
(thousands of constant pesos as of December 31, 2022)
Guadalajara
Ps.
7,601,906
Ps.
4,211,520
Ps.
4,052,576
Ps.
1,152,143
Ps.
1,866,324
Ps.
18,884,469
Tijuana
1,319,298
1,513,110
1,737,794
1,869,573
1,530,802
7,970,578
Los Cabos
392,758
641,898
1,385,112
1,503,495
1,690,881
5,614,145
Puerto Vallarta
361,826
125,201
464,056
724,774
1,241,881
2,917,739
Guanajuato
614,078
263,857
444,215
353,710
683,852
2,359,711
Mexicali
236,434
264,840
213,180
263,753
339,901
1,318,108
La Paz
34,599
48,885
117,597
178,867
483,348
863,296
Morelia
36,598
84,913
130,706
181,495
418,526
852,239
Hermosillo
87,518
21,217
102,148
252,670
388,066
851,620
Aguascalientes
43,264
39,150
76,915
156,982
360,532
676,843
Los Mochis
188,421
53,522
42,235
108,879
94,014
487,072
Manzanillo
29,970
92,704
21,559
105,752
139,155
389,139
Total
Ps.
10,946,670
Ps.
7,360,817
Ps.
8,788,093
Ps.
6,852,096
Ps.
9,237,283
Ps.
43,184,959
(1)
Figures are expressed in thousands of constant pesos as of December 31, 2022. Therefore, they must be adjusted for increases in the Mexican PPI construction price index upon execution.
The following table sets forth our estimated committed investments for 2025 through 2029 by type of investment:
Estimated Committed Investments by Type for our Mexican Airports (2025-2029)(1)
Year ended December 31,
2025
2026
2027
2028
2029
Total
(thousands of constant pesos as of December 31, 2022)
Terminals
Ps.
862,057
Ps.
2,491,931
Ps.
4,065,348
Ps.
3,254,669
Ps.
65,042
Ps.
10,739,047
Runways and aprons
2,873,273
3,101,491
2,807,097
2,106,120
2,202,808
13,090,789
Machinery and equipment
171,221
710,902
1,225,991
862,623
4,204,497
7,175,234
Land Adquisition
5,271,499
-
-
-
-
5,271,499
Other
1,768,620
1,056,493
689,657
628,684
2,764,936
6,908,390
Total
Ps.
10,946,670
Ps.
7,360,817
Ps.
8,788,093
Ps.
6,852,096
Ps.
9,237,283
Ps.
43,184,959
(1)
Figures are expressed in thousands of constant pesos as of December 31, 2022. Therefore, they must be adjusted for increases in the Mexican PPI construction price index upon execution.
Differences may arise between estimated committed investments under the applicable MDPs and our historical capital expenditures primarily as a result of: (i) the difference between capital expenditures that were made but not paid in the previous year and investments made but not paid in the current year; (ii) inflation adjustments; and (iii) investments deferred to the first two months following the end of the corresponding fiscal year, among other factors.
We allocated approximately87.4% of the total committed investments under our 2025–2029 MDP to five of our Mexican airports: Guadalajara, Tijuana, Los Cabos, Puerto Vallarta, and Guanajuato.
We currently anticipate that a substantial portion of the investments required under the 2025–2029 MDP will be financed through debt issuances in the Mexican capital markets, subject to our leverage levels, prevailing market conditions, interest rates and compliance with applicable financial covenants. See “Item 5, Operating and Financial Review and Prospects – Liquidity and Capital Resources – Indebtedness.”
Acquisition of DCA
On April 20, 2015, we acquired 100% of the outstanding shares of DCA for a total of U.S.$ 192.0 million. The acquisition was fully financed through bridge loans provided by Scotiabank Inverlat, S.A. (“Scotiabank”) and BBVA Bancomer, S.A. (“BBVA”). The loans were refinanced in January and March 2026, respectively, with maturities set for 2027.
DCA Assets
DCA holds a 74.5% stake in MBJA, the concessionaire responsible for the operation, maintenance, and utilization of Sangster International Airport (Montego Bay International Airport) in Jamaica. The remaining 25.5% stake in MBJA is held by Vantage Airport Group Limited (“Vantage”), a Canadian joint venture that operates Vancouver International Airport. Montego Bay International Airport is Jamaica’s principal tourism gateway and is located in Montego Bay along the northern coastal corridor between Negril and Ocho Rios, an area that concentrates approximately 88% of the island’s hotel capacity.
MBJA
On April 3, 2003, MBJA entered into a concession agreement with the AAJ, granting MBJA the rights and obligations to refurbish, develop, operate, and maintain Montego Bay International Airport for a period of 30 years starting from April 12, 2003 (the “MBJA Concession Agreement”).
On July 26, 2024, MBJA executed amendments to the Concession Agreement with the AAJ to address the economic and operational impacts experienced by the concessionaire as a result of the COVID-19 pandemic. As a result of these amendments, the concession term was extended to 31 years from the original commencement date and is currently scheduled to expire in March 2034.
As the approved airport operator, MBJA is authorized to perform certain functions of the AAJ with respect to Montego Bay International airport and is required to provide the airport services outlined in the concession agreement. The MBJA Concession Agreement is governed by Jamaican law, and MBJA cannot assign its rights or obligations thereunder without prior written consent of the AAJ.
Under the terms of the MBJA Concession Agreement, MBJA is also obligated to make certain capital investments. See “Item 4, Information on the Company – Regulatory Framework – The Montego Bay Airport Concession.” In 2023, 2024, and 2025 MBJA made capital investments totaling U.S.$18.6 million, U.S.$20.8 million, and U.S.$22.0 million, respectively. In 2025, capital expenditures were primarily allocated to the continued execution of master plan projects, including immigration and security expansions, landside development works, expansion of the east concourse and check-in hall, as well as technology upgrades aimed at improving operational efficiency.
During 2025, MBJA also commenced Phase 3 (3MW) of its solar photovoltaic power plant and battery energy storage system. Upon completion, total installed generation capacity is expected to increase to approximately 6MW. In 2024, capital expenditures were primarily directed toward continued implementation of master plan projects, including immigration and security expansions, major landside development works, east concourse expansion, expansion of the check-in hall and rehabilitation of Gates 1 through 7, among other projects. In 2023, capital expenditures were primarily allocated to the expansion and renovation of the terminal building and modernization of operational equipment, including replacement of the airport’s IT systems, passenger boarding bridges (jet bridges), HVAC and air handling units, X-ray equipment, fire detection and intrusion detection systems, among others. In addition, MBJA completed the installation of an additional 2 MW solar photovoltaic power plant.
The following table sets forth MBJA’s committed capital investments for the 2026–2030 period under the Capital Development Program, as approved on June 6, 2025.
At its annual general meeting held on April 1, 2025, MBJA’s shareholders approved a dividend payment of U.S.$60.0 million. The approved amount was paid in two equal tranches, on May 30, 2025, and September 26, 2025. Based on its 74.5% ownership interest, DCA received U.S.$44.7 million of such distribution, and the remaining U.S.$15.3 million was distributed to Vantage. At its annual general meeting held on May 5, 2024, MBJA’s shareholders approved a dividend payment of U.S.$30.0 million. The approved amount was paid in two equal tranches, on May 31, 2024, and September 27, 2024. Previously, at its annual general meeting held on September 13, 2023, MBJA’s shareholders approved a dividend payment of U.S.$30.0 million. On November 15, 2023, MBJA paid U.S.$22.4 million in dividends to DCA based on its stake, and U.S.$7.6 million to Vantage.
PACKAL
On October 10, 2018, PACKAL entered into a concession agreement with the AAJ, which grants PACKAL the right and obligation to refurbish, develop, operate, and maintain NMIA for 25 years, with an option to extend the term for an additional five years, commencing on October 10, 2019. As part of the concession agreement, we paid a total U.S.$ 7.1 million (comprising U.S.$2.1 million to the International Finance Corporation (“IFC”) and U.S.$5.0 million to the AAJ).
Under the terms of the PACKAL Concession Agreement, PACKAL is required to pay the AAJ a concession fee equal to 62.01% of total aeronautical and commercial revenues. On July 26, 2024, PACKAL signed amendments to the Concession Agreement with the AAJ to address the economic impacts experienced by the concessionaires as a result of the COVID-19 pandemic. As a result, the concession fee was reduced from 62.01% to 53.22% of the total aeronautical and commercial revenues, effective retroactively from September 11, 2023 through the end of the concession term. The financial benefit of this modification was recognized retroactively in our 2024 Income Statement.
All long-lived assets at NMIA are owned by the AAJ. Upon expiration or termination of the concession term, all airport assets, including improvements made during the concession period, will automatically revert to the AAJ without additional compensation. In 2023, 2024, and 2025 PACKAL made capital investments totaling U.S.$5.7 million, U.S.$33.6 million, and U.S.$49.9 million, respectively. In July 2023, PACKAL initiated the comprehensive rehabilitation of restrooms throughout the terminal, which was completed in 2024. During this period, PACKAL also procured a passenger boarding bridge to replace one of the airport’s nine bridges. In 2024, PACKAL commenced the runway end safety area (“RESA”) project, a mandatory work under the concession agreement. In 2025, PACKAL advanced the extension of the runway, one of the mandatory projects under the concession agreement, reinforcing compliance with international aviation safety standards. In parallel, replacement of concrete slabs under the apron work, also classified as a mandatory project, was initiated. Development of Solar Farm Phase II commenced during the year, further strengthening the airport’s sustainability initiatives. During 2025, Phase II of the terminal restroom rehabilitation was completed, along with a full upgrade of the public address (PA) system across the terminal. Renovation of tiling throughout the terminal also commenced as part of the broader modernization of passenger facilities.
The following table sets forth PACKAL committed capital investments for the 2026–2030 period under the Capital Development Program, as approved on June 6, 2025.
Year ended December 31,
2026
2027
2028
2029
2030
Total
(million)
Kingston
U.S.
45.8
U.S.
23.4
U.S.
3.8
U.S.
7.9
U.S.
4.3
U.S.
85.2
Pending Business Combination
At an Extraordinary General Meeting held on December 11, 2025, our shareholders approved a business combination (the “Business Combination”) that includes the internalization (i) the Cross Border Express (“CBX”), a landside terminal facility located in San Diego, California, United States, that connects via an enclosed pedestrian bridge to Tijuana International Airport, and (ii) the technical assistance, strategic advisory and related services historically provided to us by AMP and its affiliates pursuant to the technical assistance agreement and related arrangements. On November 14, 2025, we furnished to the U.S. Securities and Exchange Commission an information statement on Form 6-K containing a detailed description of the Business Combination, including the background, terms, and conditions of the transaction, which investors may review for further details regarding the Business Combination.
At the aforementioned Shareholders’ Meeting, our shareholders approved a capital increase and it is estimated that we would issue and place into circulation approximately 90 million net new shares representing its capital stock, subject to adjustments. Such shares will be delivered to the direct and indirect shareholders of the merged entities as consideration in connection with the merger.
GAP is expected to issue approximately 187 million new shares. However, prior to the merger, the merged entities own approximately 97 million shares representing GAP’s capital stock. As a result, upon effectiveness of the merger, GAP would receive such shares as part of the assets of the merged entities, and these shares would be canceled.
The final amount of the capital increase and the definitive number of shares to be issued will be disclosed in due course. The Shareholders’ Meeting granted broad authority to GAP’s Board of Directors to determine the terms of the merger, including the number of shares to be issued on the effective date.
Transaction Structure
The Business Combination is structured as a two-step acquisition:
•
Step 1 — Merger. The approved transaction contemplates a merger of several entities into GAP, through which GAP would consolidate a 75% ownership interest in the CBX and internalize the technical assistance agreement, U.S.$290.0 million cash and U.S.$75.0 million bank debt. The CBX is currently held through Otay-Tijuana Venture, LLC (“OTV”), which is ultimately owned 37.5% by shareholders of Proyectos de Asesoría Profesional, S.A. de C.V., 37.5% by partners of Promotora Aérea del Pacífico, S. de R.L. de C.V., and 25% by EGI-Otay Investors, LLC. In connection with the merger, we expect to issue approximately 187 million new shares (Series B and Series BB) to the shareholders of the merged entities. We would also receive approximately 97 million of our own shares currently held by such entities, which would be cancelled upon receipt, resulting in approximately 90 million net new Series B shares outstanding (subject to adjustments), representing an approximately 18% increase in our outstanding shares.
•
Step 2 — Acquisition of Remaining 25% Interest of the CBX. Following the effectiveness of the merger, we expect to acquire the remaining 25% equity interest in CBX through a separate ancillary transaction for approximately U.S.$487.5 million in cash, contingent upon completion of the initial merger. The Company expects to settle this transaction through the resources obtained in the debt market in Mexico, with the issuance of Bond Certificates on March 31, 2026 for Ps.10,718.0 million.
Status and Conditions
As of the date of this Annual Report, the definitive operation agreements have not yet been executed. However, the Business Combination has been approved by GAP’s shareholders, and there are no outstanding regulatory approvals required in Mexico or the United States to consummate the transaction. As of the date of this Annual Report, all required U.S. regulatory conditions have been satisfied, including expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act and clearance by the Committee on Foreign Investment in the United States (“CFIUS”).
In addition, the CBX facility operates pursuant to a Presidential Permit issued by the U.S. Department of State authorizing the construction, operation and maintenance of the cross-border pedestrian bridge linking San Diego, California and the Tijuana International Airport in Mexico. While the transaction does not require a new approval under the Presidential Permit, the parties expect to provide the corresponding notification to the relevant authorities upon the effectiveness of the merger.
Execution of the definitive documentation and consummation of the transaction remain subject to customary closing conditions and final documentation.
Description of CBX
CBX is a cross-border terminal connected via a pedestrian bridge to Tijuana International Airport. The facility includes passenger processing areas, parking, ground transportation facilities and retail and service amenities. OTV also owns approximately 60 acres of adjacent land available for future development, and the contemplated transaction includes all of this adjacent real estate. CBX operates pursuant to a U.S. Presidential Permit granted in 2010 authorizing the construction and operation of the cross-border facility. The permit does not have a defined expiration date but may be modified or terminated at the discretion of the U.S. Secretary of State. CBX is designated as part of the San Ysidro Port of Entry under U.S. law, and U.S. entry processing is conducted by U.S. Customs and Border Protection officers, with CBX reimbursing the U.S. government for the cost of such services in accordance with applicable arrangements.
In addition to the CBX integration, the Business Combination will result in the internalization of the technical assistance, strategic advisory and certain other services historically provided by AMP and its affiliates pursuant to the technical assistance agreement and related arrangements. Upon effectiveness of the Business Combination, these services would be performed directly by our management and operating teams, and the existing technical assistance structure would be terminated. We anticipate a transition period of 6 to 12 months for the full transfer of services, processes, and systems currently provided by AMP. This internalization is expected to result in estimated annual savings in a consolidated basis of approximately 3.1% of EBITDA from Mexican airport operations (approximately Ps.971.8 million based on 2025 amounts), while ensuring that our airport operations continue to benefit from the same technical assistance and technology transfer functions that were previously provided by AMP as an external service provider.
Expected Financial Impact
If the Business Combination is executed and consummated, our consolidated results of operations would include CBX’s revenues (primarily passenger fees, parking revenues, and commercial revenues from retail and other services) and operating expenses (including reimbursement to U.S. Customs and Border Protection for inspection services, facility operating costs, and real estate holding costs for approximately 60 acres of adjacent land) besides the savings from internalization of technical assistance services. Our historical operating results presented in this Annual Report do not reflect the Business Combination. CBX’s business is sensitive to cross-border travel patterns, U.S.-Mexico trade and immigration policies, and airline capacity and route decisions at Tijuana International Airport. We have not included pro forma financial information in this Annual Report because the transaction has not been consummated; however, investors should be aware that if the transaction consummates, our future operating results and key performance metrics will reflect this new line of business.
Lock-Up and Orderly Disposition Restrictions
Shareholders receiving shares in the Business Combination will be subject to lock-up and orderly disposition restrictions. Generally, these shareholders will be restricted from disposing of the shares they receive for 365 days following shareholder approval of the Business Combination, subject to two carve-outs permitting disposition of up to 25% of their shares after 90 days and an additional 25% after 180 days. Any permitted dispositions must be effectuated through registered public offerings or block sales that comply with applicable securities laws and must be coordinated with the Company management. See “Item 10 — Lock-Up Provisions Related to Pending Business Combination.”
We hold concessions to operate, maintain, and develop 12 international airports in Mexico and two international airports in Jamaica. Upon completion of our Pending Business Combination, we would also own a cross-border terminal facility in San Diego, California that connects Tijuana International Airport. See “Item 4, Information on the Company — History and Development of the Company — Pending Business Combination”
Mexican operations
Our 12 airports in Mexico serve two major metropolitan areas, Guadalajara and Tijuana, as well as several important tourist destinations, including Los Cabos, Puerto Vallarta, La Paz, and Manzanillo. We also serve mid-sized cities such as Guanajuato, Hermosillo, Mexicali, Morelia, Aguascalientes, and Los Mochis. Our airports are located across nine of the 32 Mexican states, covering an area of approximately 566,000 square kilometers, with a combined population of around 32.0 million, according to the 2020 national census published by INEGI.
All of our Mexican airports are classified as international airports under applicable Mexican Law. They are fully equipped to handle international operations and provide customs, immigration, and refueling services administered by the relevant Mexican government authorities.
In 2023, 2024, and 2025, our Mexican airports handled 56.5 million, 55.3 million, and 57.4 million terminal passengers, respectively, positioning us among the largest private airport operators in the Americas. According to data published by the SICT, as of December 31, 2025, five of our airports ranked among the ten busiest airports in Mexico based on total commercial aviation passenger traffic. Our share of total arriving and departing commercial aviation passengers in Mexico was 31.1%, 30.7%, and 30.2% in 2023, 2024, and 2025, respectively.
In 2025, our Mexican airports generated total revenues of Ps.36.5 billion, of which Ps.28.4 billion corresponded to the sum of aeronautical and non-aeronautical revenues, and Ps.8.2 billion corresponded to improvements to concession assets, recognized in accordance with IFRIC 12.
Our Mexican airports serve several of the country’s most significant international and domestic routes. Notably, the Guadalajara-Los Angeles route ranked as the fourth largest international route in Mexico in 2025 based passenger traffic, according to the Federal Civil Aviation Agency (“AFAC”). We also serve major leisure destinations, including Puerto Vallarta and Los Cabos, which attract a high volume of tourists from the United States and other international markets. In the domestic market, our airports operate key routes identified by the AFAC as among the busiest in the country. In 2025, the Guadalajara-Mexico City route ranked as the third busiest domestic route in Mexico, while the Mexico City-Tijuana and Guadalajara-Tijuana routes ranked fourth and fifth, respectively.
Principal Mexican Airports by Passenger Traffic (2025)
Total Aviation Passengers
(thousands)
Mexico City (1)
44,606
Cancun
29,346
Guadalajara*
18,697
Monterrey
15,623
Tijuana*
12,650
Los Cabos*
7,530
AIFA
7,079
Puerto Vallarta *
6,948
Merida
3,940
Guanajuato*
3,301
Source: SICT and Company data.
* Indicates airports operated by us.
(1)
Commercial aviation passengers.
According to data published by the SICT, in 2025 Guadalajara and Tijuana ranked as the third and fifth busiest airports in Mexico, respectively, based on total commercial passenger traffic. In 2023, 2024, and 2025, these two airports accounted for approximately 54.7%, 54.9%, and 54.6%, respectively, of total terminal passenger traffic at our Mexican airports. During the same periods, these two airports represented 52.2%, 50.4%, and 51.3%, respectively, of our Mexican airports’ total revenues and 48.3%, 49.1%, and 49.0%, respectively, of the sum of our Mexican airports’ aeronautical and non-aeronautical revenues.
According to Mexico’s Ministry of Tourism, our country has consistently ranked among the world’s top fifteen destinations for international visitors. Mexico received 42.1 million international tourists in 2023, 45.0 million in 2024, and 47.8 million in 2025.
Tourism represents one of the largest contributors to Mexico’s economy. The Pacific region, where several of our airports are located, is among the country’s most visited areas due to its beaches, cultural attractions, hotels and resort infrastructure. Los Cabos, Puerto Vallarta, La Paz and Manzanillo are key destinations within this region. Among them, Los Cabos and Puerto Vallarta are the most significant. According to the Mexican National Institute of Migration, in 2025 Los Cabos was the third most visited international destination in Mexico, and Puerto Vallarta ranked fourth.
In 2025, the Los Cabos and Puerto Vallarta handled 7.5 million and 6.9 million terminal passengers, respectively (compared to 7.5 million and 6.8 million in 2024). In 2023, 2024, and 2025, these two airports together represented 25.7%, 25.8%, and 25.2%, respectively, of our Mexican airports’ terminal passengers. During the same periods, they accounted for 33.1%, 34.4%, and 32.9%, respectively, of our Mexican airports’ total revenues and 35.1%, 34.5%, and 34.0%, respectively of the sum of our Mexican airports’ aeronautical and non-aeronautical revenues). Both Los Cabos and Puerto Vallarta also operate general aviation and Fixed Base Operations (“FBO”) facilities, providing full-service support to private and corporate aircraft, including refueling, ground handling, cleaning, and catering services.
Our remaining six Mexican airports, Guanajuato (Leon), Hermosillo, Mexicali, Morelia, Aguascalientes, and Los Mochis, serve mid-sized cities with diversified activities. Certain of these markets, including Leon, Hermosillo, Mexicali, and Aguascalientes, are important industrial and manufacturing centers, while others, such as Morelia and Los Mochis, serve regions with significant agricultural activity. In 2023, 2024, and 2025, these six airports accounted for approximately 17.3%, 16.7%, and 17.4%, respectively, of total terminal passenger traffic at our Mexican airports, and 12.9%, 13.5%, and 14.0%, respectively, of our Mexican airports’ total revenues (representing 14.7%, 14.3%, and 14.8% respectively of the sum of our Mexican airports’ aeronautical and non-aeronautical revenues). Among these airports, Guanajuato is the largest in terms of passenger traffic. In 2023, 2024, and 2025, Guanajuato accounted for approximately 5.7%, 5.7%, and 5.8%, respectively, of our Mexican airports’ terminal passenger traffic, and 4.6%, 5.3%, and 5.2%, respectively, of our Mexican airports’ total revenues (representing 5.4%, 5.4%, and 5.4% respectively of the sum of our Mexican airports’ aeronautical and non-aeronautical revenues).
Jamaican operations
Montego Bay airport is a full-service international passenger airport that also supports FBO and cargo operations, primarily serving Jamaica’s agricultural export sector. It functions as Jamaica’s principal international gateway and provides access point for one of Caribbean’s most significant tourism markets. According to Airports Council International, in 2025 Montego Bay airport ranked as the third busiest airport in the Caribbean region (excluding Cuba), based on commercial passenger traffic. The airport is located in Montego Bay, at the center of Jamaica’s primary tourism corridor between Negril and Ocho Rios. According to the Jamaican Tourist Board, approximately 85% of the island’s hotel capacity is concentrated in Montego Bay and its surrounding areas. Montego Bay airport accounts for more than 70% of total tourist arrivals to Jamaica.
Montego Bay airport served 5.2 million, 5.1 million, and 4.5 million terminal passengers in 2023, 2024, and 2025, respectively. In 2025, all passengers were international travelers, of which 75% originated from the United States, 13% from Canada, 9% from Europe, and 3% from other countries. In 2023, MBJA’s total revenues were Ps.2.8 billion, comprising Ps.1.8 billion in aeronautical revenues, Ps.800.0 million in non-aeronautical revenues, and Ps.206.1 million related to improvements to concession assets. In 2024, MBJA’s total revenues increased to Ps.2.9 billion, including Ps.1.9 billion in aeronautical revenues, Ps.826.7 million in non-aeronautical revenues, and Ps.228.6 million related to improvements to concession assets. In 2025, MBJA’s total revenues were Ps.2.9 billion, including Ps.1.8 billion in aeronautical revenues, Ps.848.8 million in non-aeronautical revenues, and Ps.258.4 million related to improvements to concession assets. On October 28, 2025, Jamaica, and particularly the western end of the island suffered severe damage as a result of Hurricane Melissa, a category 5 storm. The hurricane caused widespread disruption throughout the country. Many hotels were damaged and were subsequently forced to close, with some having reopening dates for 2026. This has resulted in a corresponding decline in traffic and revenues.
In 2023, NMIA’s total revenues were Ps.1.2 billion, comprising Ps.973.0 million in aeronautical revenues, Ps.214.8 million in non-aeronautical revenues, and Ps.45.8 million related to improvements to concession assets. In 2024, NMIA’s total revenues increased to Ps.1.7 billion, including Ps.1.1 billion in aeronautical revenues, Ps.218.7 million in non-aeronautical revenues, and Ps.410.3 million related to improvements to concession assets. In 2025, NMIA’s total revenues reached Ps.1.8 billion, including Ps.1.2 billion in aeronautical revenues, Ps.247.5 million in non-aeronautical revenues, and Ps.452.1 million related to improvements to concession assets.
Our sources of revenues
All revenue figures presented in the “Business Overview” section include revenues from improvements to concession assets. However, in certain cases, we refer only to aeronautical and non-aeronautical revenues, or the total of both. For an explanation of why these measures are used for specific comparisons, see the introduction of “Item 3, Key Information – Selected Financial and Other Data.” Whenever we refer exclusively to aeronautical or non-aeronautical revenues, we expressly indicate so. Since aeronautical and non-aeronautical revenues are
derived from our business operations, we believe that these figures may, in some cases, be more useful for readers, as they are derived from the key drivers of our business: passenger traffic and maximum rates.
Aeronautical Services
Aeronautical services constitute the principal source of our revenues and are fundamental to our business model. In 2023, 2024, and 2025, revenues from aeronautical services accounted for approximately 58.0%, 56.9%, and 55.1% of our total revenues, respectively. During the same periods, aeronautical services represented 75.8%, 71.4%, and 70.2%, respectively, of the sum of aeronautical and non-aeronautical revenues in those same years. Aeronautical services are primarily influenced by passenger traffic volumes, air traffic movements, aircraft weight, the duration of an aircraft’s stay, and the time of day an aircraft operates at the airport.
In Mexico, all aeronautical revenues are subject to maximum tariff regulation applicable to each of our airports pursuant to the terms of the respective concession titles and applicable aviation law. Maximum rates are established and updated in accordance with the regulatory framework administered by the SICT. See “Item 4,Information on the Company – Regulatory Framework – Mexican Aeronautical Services Regulation.”
In Jamaica, certain aeronautical revenues are regulated by the Jamaica Civil Aviation Authority (“JCAA”), including passenger service charges, aircraft landing fees, aircraft parking charges, airport security charges and passenger walkway charges. In addition, car parking charges are established by the Jamaican Ministry of Science, Energy, Telecommunications and Transport (“MSET”). Revenues derived from leasing space to airlines, complementary services, cargo handling and ground transportation services are not subject to tariff regulation. See “Item 4,Information on the Company –Regulatory Framework – Jamaican Aeronautical Services Regulation.”
Passenger charges
Passenger charges in Mexico
In Mexico, we collect a passenger service charge for each departing passenger, except for diplomats, infants, and transit or transfer passengers connecting within 24 hours of arrival. Passenger charges are included in airline tickets. We issue weekly invoices to airlines and recognize a corresponding account receivable in the month in which the related flight occurs.
Prior to privatization of Mexico’s airports, airlines were contractually required to collect passenger charges on behalf of the airports. In exchange, airlines were granted a reimbursement period linked to the interest rate on short-term Mexican Treasury bills (CETES), enabling them to earn interest to offset collection costs.
Under our current passenger charge collection agreements, airlines requesting extended payment terms must (i) reimburse passenger charges collected on behalf of the airports within no more than 60 days after the “operational average date” (and in no case later than the corresponding invoice date); and (ii) provide a guarantee, such as cash, bonds, standby letters of credit, or similar instruments, equal to the highest amount of passenger charges collected at each airport during the prior year, covering the requested payment term plus an additional 30 days.
Airlines granted extended payment terms must maintain the required guarantee at all times. If an airline fails to do so, it must immediately reimburse passenger charges upon departure of the applicable flight, without any grace period. Airlines that comply with payment terms are entitled to a 3.0% or 3.4% allowance, depending on the credit period on the value of each invoice paid within seven days after the due date. This allowance may applied toward airport services, ticket counters leases, back-office leases, and passenger charges. In 2023, 2024, and 2025, payments under these agreements were received within an average of 62, 61, and 67 days, respectively.
Passenger charges vary by airport and by destination (domestic or international). International passenger charges are U.S. dollar-denominated but invoiced and collected in pesos based on the average exchange rate of the month preceding the flight. Domestic passenger charges are peso-denominated. As a result, revenues from international passenger charges are subject to foreign exchange fluctuations in the peso-U.S. dollar value.
In 2023, 2024, and 2025, passenger charges accounted for around 87.2%, 86.0%, and 85.6% of our aeronautical services revenue in Mexico. Domestic passengers accounted for 54.1%, 51.5%, and 51.2%, respectively, while international passenger charges accounted for 45.9%, 48.5%, and 48.8%, respectively.
Passenger Charges in Jamaica
In Jamaica, both MBJA and NMIA collect a passenger charge for each departing passenger, excluding infants and transit or transfer passengers. Passenger charges are not collected from arriving passengers. These charges are included in the airline ticket, and we issue weekly invoices to airlines and recognize accounts receivable in the month in which corresponding flight occurs.
In 2023, 2024, and 2025, passenger charges represented 66.2%, 64.5%, and 65.4%, respectively, of MBJA’s aeronautical revenues, and 42.5%, 42.2%, and 40.6%, respectively, of MBJA’s total revenues.
In 2023, 2024, and 2025, passenger charges represented 50.3%, 51.0%, and 50.8%, respectively, of NMIA’s aeronautical revenues and 39.7%, 42.5%, and 42.4%, respectively, of NMIA’s total revenues.
Aircraft landing charges
Aircraft landing charges in Mexico
Aircraft landing charges are fees paid by airlines for the use of our runways, lighting systems, and other visual landing assistance services. Charges vary by airport and are calculated based on the weight of the landing aircraft, determined as the average of the aircraft’s weight without fuel and its maximum takeoff weight. Additional factors considered include time of landing, flight’s origin, and the airline’s or client’s nationality.
In 2023, 2024, and 2025, aircraft landing charges represented approximately 7.2%, 7.7%, and 7.5%, respectively, of aeronautical revenues at our Mexican airports. They accounted for 4.1%, 4.7%, and 4.6%, respectively, of our Mexican airports’ total revenues in those years. Additionally, aircraft landing charges represented 5.5%, 6.1%, and 6.1%, respectively, of the combined aeronautical and non-aeronautical revenues of our Mexican airports.
Aircraft Landing Charges in Jamaica
In Jamaica, aircraft landing charges are collected from aircraft operators for each landing. These charges are regulated by the JCAA and are calculated based on the aircraft’s maximum takeoff weight, as well as the origin, destination, and purpose of the flight.
In 2023, 2024, and 2025, aircraft landing charges represented 8.2%, 8.1%, and 8.1%, respectively, of MBJA’s aeronautical revenues and 5.2%, 5.6%, and 5.0%, respectively, of MBJA’s total revenues.
In 2023, 2024, and 2025, aircraft landing charges represented 7.7%, 7.4%, and 7.8%, respectively, of NMIA’s aeronautical revenues and 5.2%, 6.2%, and 6.5%, respectively, of NMIA’s total revenues.
Aircraft parking charges
Aircraft parking charges in Mexico
In Mexico, we charge carriers for the use of our facilities for their aircraft and passengers after landing. These charges include fees for aircraft parking during the loading and unloading of passengers or cargo and long-term aircraft parking that does not involve loading or unloading activities. Charges for loading and unloading vary based on the time of day or night the service is provided, the aircraft’s maximum takeoff weight, the flight’s origin and destination, and the airline’s or client’s nationality. Charges for long-term parking vary depending on the time of day or night the aircraft remains parked, the duration of the parking stay, and the airline’s or client’s nationality. We collect aircraft parking charges for the entire time an aircraft remains on our aprons.
In 2023, 2024, and 2025, these charges represented 1.7%, 2.0%, and 2.1%, respectively, of our Mexican airports’ aeronautical revenues, and 1.1% in each of those years of our Mexican airports’ total revenues. In 2023, 2024, and 2025, aircraft parking charges represented 1.3%, 1.6%, and 1.5%, respectively, of the combined aeronautical and non-aeronautical revenues of our Mexican airports.
Aircraft parking charges in Jamaica
In Jamaica, MBJA and NMIA collect aircraft parking charges when an aircraft remains on the ground for five hours or more. Charges are calculated in 24-hour intervals and rounded up to a full day for any ground stops of five hours or more within the first 24-hour interval. Parking charges are based on the aircraft’s maximum takeoff weight and its purpose of use (commercial, visiting, or domestic).
In 2023, 2024, and 2025, aircraft parking charges represented 0.04%, 0.04%, and 0.03%, respectively, of MBJA’s aeronautical revenues and 0.03%, 0.03%, and 0.02%, respectively, of MBJA’s total revenues.
In 2023, 2024, and 2025, aircraft parking charges represented 0.1%, 0.2%, and 0.4%, respectively, of NMIA’s aeronautical revenues and 0.1%, 0.2%, and 0.2%, respectively, of NMIA’s total revenues.
In Mexico, we assess an airport security charge to airlines based on the number of their departing terminal passengers, excluding diplomats, infants, and transit passengers. This charge covers the provision of security infrastructure and services, including X-ray screening equipment, metal detectors, and security personnel. The amount of the charge depends on the time of day the services are provided, the number of departing passengers, and the flight’s destination.
The AFAC and the Ministry of Public Security (Secretaría de Seguridad Pública) periodically issue guidelines for airport security in Mexico. In 2011, the AFAC established rules and procedures for inspecting carry-on baggage. See “Item 4, Information on the Company – Business Overview – Our Sources of Revenue –Non-Aeronautical Services – Recovery of Costs from Checked Baggage Screening at our Mexican Airports.” We enhanced our security measures to comply with these requirements by providing new training and operating procedures, upgrading equipment, and hiring third-party security personnel. We also improved coordination with other airports and airlines. However, because security is a top priority in our industry, we may need to update and strengthen our security measures frequently to address emerging threats.
In 2023, 2024, and 2025, airport security charges represented approximately 1.0%, 1.1%, and 1.0%, respectively, of our Mexican airports’ aeronautical services revenues. These charges also represented approximately 0.6%, 0.7%, and 0.5%, respectively, of our Mexican airports’ total revenues. In 2023, 2024, and 2025, airport security charges represented 0.8%, 0.8%, and 0.7%, respectively, of the combined aeronautical and non-aeronautical revenues of our Mexican airports.
Airport security charges in Jamaica
In Jamaica, MBJA and NMIA collect an airport security charge from airlines based on the number of departing terminal passengers, excluding infants, transit, and transfer passengers, who use x-ray equipment, metal detectors, security personnel services, and other related security equipment. The JCAA regulates these charges, which are assessed at a flat rate for all passenger categories.
In 2023, 2024, and 2025, airport security charges represented 6.9%, 6.7%, and 7.3% of MBJA’s aeronautical revenues and 4.5%, 4.7%, and 4.6% of MBJA’s total revenues.
In 2023, 2024, and 2025, airport security charges represented 28.7%, 28.5%, and 28.4%, respectively, of NMIA’s aeronautical revenues and 22.2%, 23.8%, and 23.7% of NMIA’s total revenues.
Passenger walkway and airport bus charges
Passenger walkway and airport bus charges in Mexico
In Mexico, airlines are required to pay fees for the use of passenger walkways to connect aircraft to terminal buildings, as well as for the transportation of passengers between terminals and aircraft through airport buses or other ground service vehicles. Passenger walkways charges are assessed on a per unit or per service basis and are limited to a maximum service time of 30 minutes. Charges for passenger transportation between terminals and aircraft are determined based on the number of trips made between the terminal and the aircraft.
Passenger walkways are available at six airports in Mexico: Guadalajara, Tijuana, Los Cabos, Puerto Vallarta, Guanajuato, and Hermosillo. Through 2024, the operation of passenger walkways and airport buses was managed by an independent third party that maintained direct commercial relationships with the airlines. Accordingly, the airports recognized only cost recovery revenues related primarily to energy consumption and a per-unit fee associated with the use of these services. Beginning in 2025, we assumed direct operation of passenger walkways and airport bus services. As a result, we recognize the related revenues and operating costs directly in our financial statements.
In 2023, passenger walkway and airport bus revenues amounted to Ps.8.2 million, or 0.03% of our Mexican airports’ total revenues (0.04% of the sum of our Mexican airports’ aeronautical and non-aeronautical revenues). In 2024, these revenues reached Ps.8.4 million, representing 0.03% of our Mexican airports’ total revenues (0.03% of the sum of our Mexican airports’ aeronautical and non-aeronautical revenues). In 2025, revenues equaled Ps.163.9 million, or 0.8% of our Mexican airports’ total revenues (0.6% of the sum of our Mexican airports’ aeronautical and non-aeronautical revenues).
At MBJA, airlines are charged for connecting their aircraft to terminals buildings through passenger walkways or loading bridges. These charges are regulated by the JCAA and are billed at a flat rate per aircraft connection for the first two hours, with an hourly charge applied thereafter.
In 2023, 2024, and 2025, passenger walkway charges represented 2.1%, 2.1%, and 2.0%, respectively, of MBJA’s aeronautical revenues and 1.4%, 1.4%, and 1.2%, respectively, of MBJA’s total revenues.
In 2023, 2024, and 2025, passenger walkway charges represented 2.2%, 2.4%, and 2.3%, respectively, of NMIA’s aeronautical revenues and 1.8%, 1.9%, and 1.9%, respectively, of NMIA’s total revenues.
Leasing of space to airlines
Leasing of space to airlines in Mexico
We generate regulated revenues from leasing space at our airports to airlines for their operations. These revenues primarily include the leasing of ticket counters, monitors, and back-offices facilities.
In 2023, 2024, and 2025, revenues from leasing space to airlines represented approximately 1.3%, 1.5%, and 1.3%, respectively, of our Mexican airports’ aeronautical revenues, and approximately 0.7%, 0.8%, and 0.7%, respectively, of our Mexican airports’ total revenues. In addition, in 2023, 2024, and 2025, these revenues represented 1.0%, 1.0%, and 0.9%, respectively, of the sum of our Mexican airports’ aeronautical and non-aeronautical revenues.
Leasing of space to airlines in Jamaica
MBJA and NMIA generate revenues from leasing land and space to airlines and other aviation-related service providers. These leases include, among others, back-office and ticket office space, storage areas, vehicle and aircraft maintenance areas, and space for ground handling equipment. Land and space leasing activities are not considered regulated activities by the JCAA.
Complementary services
Complementary services in Mexico
At our Mexican airports, we generate revenues by charging access and other fees to third-party providers of services such as baggage handling, catering, aircraft maintenance and repair, and fuel services. These fees are included within the revenues regulated under our maximum-rate price regulation system and are generally determined as a percentage of each service provider’s total revenues.
Under the Mexican Airport Law, we are required to provide complementary services at our airports in the absence of third-party providers. For example, Menzies Aviation, S.A. de C.V. and Aveespress, S.A. de C.V., currently provide most baggage handling services at our Mexican airports. If these third-party providers were to cease providing such services, we would be required either to provide the services directly or to engage alternative service providers.
The Mexican Airport and Auxiliary Services Agency (Aeropuertos y Servicios Auxiliares), or “ASA,” is a federal government-owned entity that holds an exclusive contract to sell fuel at all of our Mexican airports. We charge ASA a nominal access fee. ASA, in turn, is required to purchase all of its fuel from Petróleos Mexicanos (“Pemex”), a decentralized public entity of the Mexican federal government. If fuel supply activities were to be privatized in the future, the terms of our Mexican concessions provide that such activities would be awarded through a competitive bidding process.
We currently maintain contracts with 42 companies that provide complementary services at our twelve Mexican airports. In 2023, 2024, and 2025, revenues from complementary service fees represented approximately 1.6%, 1.7%, and 1.8%, respectively, of our Mexican airports’ aeronautical revenues services, and approximately 0.9%, 1.0%, and 1.0%, respectively of our Mexican airports’ total revenues. In addition, in 2023, 2024, and 2025, these revenues represented 1.2%, 1.3%, and 1.3%, respectively, of the sum of our Mexican airports’ aeronautical and non-aeronautical revenues.
Complementary services in Jamaica
In Jamaica, MBJA and NMIA generate revenues by charging access and other fees to third-party providers of complementary services, including refueling, in-flight catering, ground handling, and FBO services. Refueling services are provided by a consortium formed by Gulf Stream Petroleum SRL (formerly Total) and GB Energy. The consortium leases land from MBJA and NMIA on which it is constructing an aviation fuel storage facility. Each operator pays MBJA and NMIA a fuel concession fee based on the number of gallons of fuel sold through the airport’s fueling system.
In-flight catering services are provided by Goddard Catering under an exclusive contract originally granted by AAJ. Ground handling services are provided by AJAS, GCG Ground Services (Jamaica) Limited (formerly Jamaica Dispatch), and Eulen America, each of which pays fees based on aircraft and cargo handling activities, as well as vehicle permits for access to the ramp. IAM Jet Center is the licensed operator providing FBO services at both MBJA and NMIA. The airports in Jamaica are not required by law to provide complementary services in the absence of third-party providers.
In 2023, 2024, and 2025, revenues from complementary service fees represented 16.6%, 17.0%, and 17.1% of MBJA’s aeronautical revenues. In addition, they represented 10.6%, 11.8%, and 10.6%, respectively, of MBJA’s total revenues.
In 2023, 2024, and 2025, revenues from complementary service fees represented 9.2%, 8.8%, and 8.4% of NMIA’s aeronautical revenues. In addition, they represented 7.3%, 7.4%, and 7.0% of NMIA’s total revenues.
Cargo handling
Cargo handling in Mexico
Cargo-related revenues at our Mexican airports include revenues derived from the leasing of space to cargo handling agents and shippers, landing fees assessed on each arriving aircraft carrying cargo, and a portion of the revenues generated from other complementary services based on workload units. These cargo-related revenues are largely regulated and, therefore, subject to maximum rates applicable to regulated revenue sources. Increases in cargo volume positively affect our maximum rate calculations, as cargo increases the number of workload units used in such calculations.
Historically, cargo handling revenues have represented an immaterial portion of our total revenues. However, Mexico has significant potential for growth in air cargo volumes. Currently, a substantial portion of cargo originating in the United States and destined for Latin America is handled through international airports in Miami and Los Angeles. We believe that a portion of this cargo could be more efficiently routed through Guadalajara International Airport or Tijuana International Airport, given their geographic location and connectivity.
In 2023, 2024, and 2025, our Mexican airports handled 232.2 thousand, 245.8 thousand, and 254.8 thousand metric tons of cargo, respectively. Guadalajara International Airport accounted for the majority of cargo volumes, representing approximately 71.1%, 70.7%, and 72.0% of the total cargo handled by our Mexican airports in 2023, 2024, and 2025, respectively.
Cargo handling in Jamaica
Most cargo transported through Jamaican airports is carried on passenger aircraft as belly cargo. There are only two dedicated cargo carriers at the airports, both of which use small aircraft. As a result, cargo handling activities do not generate significant revenues at either MBJA or NMIA.
In 2023, 2024, and 2025, MBJA handled 5.3 thousand, 5.3 thousand, and 5.2 thousand metric tons of cargo, respectively.
In 2023, 2024, and 2025, NMIA handled 17.1 thousand, 26.4 thousand, and 20.5 thousand metric tons of cargo, respectively.
Ground transportation
Permanent ground transportation in Mexico
At our Mexican airports, ground transportation providers, including taxis and bus operators, pay access fee to operate on airport premises, from which we generate revenues. Under Mexican law, revenues derived from providers of ground transportation services classified as “permanent,” including access fees charged to taxis and buses, are regulated. In addition, passenger taxi fares are subject to regulatory oversight.
Historically, non-aeronautical services have represented a smaller portion of our revenues compared to aeronautical services. In 2023, non-aeronautical services accounted for 24.2% of the sum of aeronautical and non-aeronautical revenues, increasing to 28.6% in 2024 and 29.8% in 2025. Revenues from non-aeronautical services are primarily derived from commercial activities at our airports.
We pursue two principal strategies to enhance commercial revenues:
Business operated by third parties
We conduct ongoing market analyses, brand positioning studies and consumer behavior research to identify and select third-party commercial operators offering innovative concepts and strong brand recognition. In parallel, we continue to modernize terminal spaces and develop new commercial projects aimed at increasing commercial revenue per passenger.
In 2023, we launched a comprehensive market research initiative to better understand passenger preferences and optimize our commercial strategy across the network. This initiative concluded in 2025 and informed the redesign of our commercial mix in certain airports.
As a result, Guadalajara International Airport became the first airport within our group to implement a revised commercial offering designed to optimize tenant mix. The updated portfolio includes internationally recognized brands such as Shake Shack, Italianni’s, Le Pain Quotidien and Domino’s Pizza, as well as selected Mexican operators, including Los Otates, Maestro Dobel, Ojo de Agua, Moshi Moshi, Loma Linda and Tacos Fuego, among others, thereby maintaining a balance between international and local concepts.
At Tijuana International Airport, a strategic reconfiguration of commercial space was executed during 2025, converting certain retail square footage into food and beverage (“F&B”) areas. The project is fully operational and was designed to optimize the commercial mix and improve alignment with passenger demand patterns.
Business operated directly by us
We also operate a portfolio of commercial businesses managed directly by us, including VIP lounges, parking facilities, convenience stores and advertising services.
During the fourth quarter of 2025, construction of new office space and a coworking facility at Guadalajara International Airport was completed. The coworking space is located within the airport’s mixed-use development and forms part of our strategy to diversify non-aeronautical revenue streams.
In addition, we continue to evaluate new commercial development opportunities. In 2025, we conducted market research to assess potential hotel development opportunities across our airport network in the coming years. We also completed a rebranding initiative for our convenience store operations, with the exception of two units at Los Mochis International Airport, which are expected to be finalized during the first half of 2026.
As part of our commercial aviation strategy, we commenced operations of a new fixed-base operation (“FBO”) at La Paz International Airport. We also operate a 5,000-square-meter hangar within our FBO at San José del Cabo International Airport.
None of our non-aeronautical revenues in Mexico are subject to regulation under the Mexican maximum tariff system. In Jamaica, non-aeronautical revenues are generally unregulated, except for revenues derived from car parking facilities, which are subject to regulatory oversight.
Privatized airports typically generate a significant portion of their revenues from commercial activities. These revenues are largely driven by passenger traffic volumes, passengers’ spending patterns, terminal layout and design, the mix and quality of retail tenants, and the fee structures applicable to businesses operating at the airport. Commercial revenues also depend significantly on international passengers, as international passengers generally exhibit higher spending habits, particularly on duty-free products. As a result, enhancing the passenger experience has become increasingly important to supporting the growth of commercial revenue at our airports.
Since 2023, demand for food and beverages offering, both in domestic and international terminals, has increased significantly and has outpaced retail sales growth, becoming one of the most important commercial business lines at airports.
We currently have the following types of commercial activities at each of our airports:
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Leasing of space. We generate non-aeronautical revenues by leasing terminal space to airlines and other service providers for activities that are not directly related to regulated aeronautical services. These activities include retail, food and beverage, advertising and other commercial offerings. For example, third-party operated VIP lounges, such as Salón Beyond Banamex and Aeroméxico’s Club Premier at Guadalajara International Airport, are classified as non-aeronautical commercial activities. In 2025, Universal Aviation, a fixed-base operator (“FBO”), installed aircraft service facilities at Guadalajara International Airport during the fourth quarter. These facilities are expected to become fully operational during the second quarter of 2026. In addition, the development of a new FBO facility is projected to be completed by the end of 2026. As of December 31, 2025, the hangar area at Guadalajara International Airport had an occupancy rate of approximately 90%.
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Retail stores.We generate non-aeronautical revenues by leasing terminal space to a variety of retail operators, including souvenir and gift shops, fashion and footwear stores, pharmacies, jewelry stores, electronics retailers and cosmetics outlets, among others. In 2025, we launched requests for proposals (“RFPs”) for retail spaces located in departure lounges at Los Cabos, Tijuana and Guadalajara International Airports as part of our ongoing commercial optimization strategy. Brand performance studies conducted in 2024 indicated that the relative share of traditional retail revenues may decline in the coming years due to evolving passenger consumption patterns. In response, we adjusted the commercial mix at certain airports. At Tijuana International Airport, six retail units were repurposed and converted into food and beverage (“F&B”) spaces to better align with passenger demand. In addition, further space reconfigurations were executed at Tijuana to increase F&B capacity. Looking forward, we expect to conduct additional market research and layout reconfiguration studies in connection with new terminal developments at Puerto Vallarta, Guadalajara, Tijuana and Kingston International Airports to optimize the allocation of retail and F&B space.
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Food and beverage services. We have generated significant revenues from leasing space to food and beverage (“F&B”) operators across our terminals over the past five years. F&B services represent one of our highest-performing non-aeronautical business lines. In 2025, revenues from F&B operations increased by 13.6% compared to 2024, reflecting continued optimization of our commercial mix and passenger demand trends. In 2025, we launched a request for proposals (“RFP”) process for F&B concessions at Guanajuato International Airport, with the objective of renewing existing brands and expanding participation to new operators. In addition, we expect to conduct comprehensive market studies in connection with the strategic reconfiguration of terminal layouts at Puerto Vallarta, Guadalajara, Tijuana and Kingston airports to further optimize the allocation of retail and F&B space. At Tijuana International Airport, a structural reconfiguration was implemented to convert certain retail space into specialized F&B counters. As part of this strategy, new brands introduced at the airport include Fuego, Subway, Dunkin’, Lupe and Shake Shack.
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Car rentals. We generate non-aeronautical revenues by leasing terminal space and designated parking areas to car rental companies, including service counters, reservation booths and vehicle parking facilities. In 2023, we conducted competitive bidding processes for car rental concessions at Aguascalientes, Guanajuato, Guadalajara, Hermosillo and Los Cabos airports. As a result, new car rental operators were incorporated at Guanajuato, Guadalajara, Hermosillo and La Paz airports, strengthening competition and expanding our commercial offering. In 2024, we conducted a bidding process at Morelia International Airport aimed at enhancing revenue generation and attracting new operators. In 2025, we completed a bidding process for the allocation of service modules at Puerto Vallarta International Airport. During the second half of 2025, additional bidding processes were conducted at Tijuana International Airport for customer service modules, resulting in the incorporation of two new operators. At the beginning of 2025, we also conducted a bidding process at Aguascalientes International Airport to improve commercial terms and upgrade the image of the customer service module area. These competitive processes are designed to optimize commercial conditions, diversify service offerings and support revenue growth within this business line.
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Timeshare marketing and sales. We get revenues from timeshare developers to whom we rent space in our Mexican airports to market and sell timeshare units, mainly in tourist destinations such as Puerto Vallarta and Los Cabos.
Duty-free stores. We have duty-free stores at several airports, including Los Cabos, Puerto Vallarta, Guanajuato, Guadalajara, Tijuana, Montego Bay, and Kingston. Our primary goal is to provide international passengers with easy access to the airport’s commercial area and ensure they receive high-quality service at our duty-free stores. In 2024, we opened a new duty-free store covering 234 square meters at Guadalajara airport. Additionally, the contracts for the duty-free stores at Puerto Vallarta and Guanajuato Airports were renewed in 2024, and these stores began operations under more favorable financial conditions in the first quarter of 2024.
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Communications. We have recently consolidated all telephone and internet services at our Mexican airports under a single provider. As part of our agreement with this provider, we charge a monthly rental fee. At Jamaica’s airports, two communication companies, Digicel and Flow, offer cellular and fixed-line telephone services. However, fixed-line telephone services have reached maturity and are expected to decline due to the increasing use of mobile phones. On the other hand, there has been a rising demand for space outside our terminals to install cellular antennas, which will enhance the service provided to our passengers. All of our airports offer wireless internet service, which has been free for passengers since 2019. Additionally, we have been selling advertising on our wireless internet since 2020. In August 2023, we began negotiations with Total Play to seek an additional option for carrier services, the new contract was signed in the second half of 2024. In November 2025, a new telecommunications service provider executed a contract to deliver services to customers of the Office Tower building located at Guadalajara Airport. This addition expanded the connectivity options available by adding an additional alternative to the existing operators, thereby strengthening the quality and diversity of services offered to the building’s users.
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Financial services. In recent years, we have upgraded and modernized the commercial spaces leased to financial service providers, including currency exchange operators and tax refund offices. We also renegotiated and improved commercial terms with our primary foreign exchange provider, Globo Cambio. At Guadalajara International Airport, a designated area within the mixed-use development has been allocated to HSBC to provide banking services. In addition, BBVA and Scotiabank executed lease agreements to expand their presence at several of our airports. During the first half of 2024, Banregio installed automated teller machines (“ATMs”) at our airports, expanding the availability of financial services to passengers. We also initiated negotiations with Euronet, resulting in the installation of its first two ATMs by year-end 2024. In 2025, additional ATM services were introduced at Puerto Vallarta and Los Cabos International Airports, further strengthening our financial services offering.
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Ground transportation. Under Mexican law, non-permanent ground transportation service providers, such as charter bus operators, are classified as non-aeronautical commercial activities and are not subject to regulation under the Mexican maximum tariff system. In Jamaica, Montego Bay International Airport generates revenue from ground transportation operators, including taxi and bus companies, that pay access fees to operate on airport premises. Operators are required to pay monthly fees for each authorized vehicle, as well as for any commercial space utilized. These access fees are not regulated and are established by the airport. As passenger traffic has recovered, demand for ground transportation services has increased. For example, operators at Guadalajara International Airport have expanded their fleets and workforce to accommodate higher passenger volumes. We monitor operational data to assess demand levels and support service planning initiatives. In anticipation of increased demand associated with the FIFA World Cup and other international events, we implement measures during 2025 to enhance ground transportation capacity at Guadalajara International Airport. A competitive bidding process was conducted to incorporate an additional taxi operator. Following an evaluation process, Ecofy was awarded a concession in 2025 to operate 120 vehicles, with the objective of expanding fleet capacity and improving service availability. Additionally, a shuttle service operated by Transporte Ejecutivo Express was introduced at Guadalajara International Airport, providing transportation to four key locations within the city: the Central Bus Station, Downtown Guadalajara, Minerva Roundabout and Expo Guadalajara. At Tijuana International Airport, five ticketing modules located at the bus terminal were awarded and are currently operational, offering routes throughout northern Mexico and Southern California.
We currently operate the following commercial lines directly:
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Parking facilities. We manage car parking facilities at all of our airports, with our main locations being Guadalajara and Tijuana. The revenue generated from these parking facilities is directly linked to passenger traffic. Currently, in Mexico, there are no maximum rates set for parking; however, if the Mexican Antitrust Commission (Comisión Federal de Competencia) determines that there are no competing alternatives for parking at certain airports, they may become regulated. In Jamaica, parking fees for car facilities are set by the Jamaican Ministry of Science, Energy, Telecommunications and Transport (MSET), but we are actively lobbying the Jamaican Government to allow us to set these fees at commercial rates. In recent years, we have invested in expanding our parking facilities at several airports, including Guadalajara, Tijuana, Guanajuato, and Mexicali. As a result, there has been a 4% increase in public parking spaces in 2023. In 2024, we expanded Guadalajara’s short stay parking by 33.3%. Additionally, in Mexicali, we created a long-term parking lot with a capacity of 400 spaces, and another lot with 200 spaces is currently under construction. At Tijuana airport, we developed a long-term parking facility with 1,200 spaces, which includes a shuttle service and a waiting room.
Convenience stores. As of December 31, 2025, we operated 33 convenience stores and 64 vending machines across our Mexican airports. In 2024, we opened one convenience store at Guadalajara International Airport and another at La Paz International Airport. During that year, we also initiated a rebranding and image refresh program across our convenience store network. In addition, one store was relocated within Terminal 1 at Los Cabos International Airport to optimize passenger traffic exposure. In 2025, we expanded our portfolio with the opening of two additional stores, one at Puerto Vallarta International Airport and another at Tijuana International Airport. As part of our ongoing rebranding initiative, two stores at Los Mochis International Airport remain pending renovation and are expected to be completed during the first half of 2026. For the year ended December 31, 2025, revenues from our convenience store operations increased by 16.0% compared to 2024.
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During the second half of 2025, we implemented operational improvements related to warehouse management and supply chain processes for our Aeromarket convenience stores. These initiatives, which are expected to continue through 2026, include: (i) standardization of inventory supply processes from warehouses to stores and from suppliers to warehouses; (ii) enhancements to warehouse layout and internal signage; (iii) refurbishment of company-owned warehouse facilities; (iv) expansion of warehouse floor space at certain locations; and (v) commencement of construction of a centralized warehouse facility at Los Cabos airport.
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VIP lounges. In 2025, we operated a total of 13 VIP lounges across nine airports in Mexico, including two lounges in Guadalajara, two in Los Cabos, three in Puerto Vallarta and one lounge each in Aguascalientes, Guanajuato, Hermosillo, La Paz, Tijuana and Mexicali. During 2025, our VIP lounges in Mexico recorded approximately 1.8 million visits, representing a 20% increase compared to 2024. The four airports with the highest traffic—Guadalajara, Los Cabos, Tijuana and Puerto Vallarta—accounted for approximately 85% of total lounge visits. Lounge visits increased by 32% in Guadalajara, 15% in Tijuana, 10% in Los Cabos and 8% in Puerto Vallarta compared to the prior year. In 2022, we introduced “VIP Passport,” a membership program providing access to our lounge network. During 2025, we sold 9,288 memberships, representing a 51% increase compared to 2024. Since its launch, the program has grown by approximately 271%. In 2024, spa facilities were introduced in the VIP lounges at Guadalajara and Los Cabos airports, offering additional services such as massage and nail treatments. These initiatives contributed to a 75% increase in related ancillary revenues in 2025 compared to 2024.
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Advertising. In 2025, our advertising business recorded revenues growth of 25% compared to 2024, reflecting continued demand for airport media assets and the expansion of our digital inventory. Since initiating our digital transformation strategy in 2021, we have progressively increased the deployment of digital advertising spaces across our airport network. In 2025, digital advertising revenues increased by 5% year-over-year and represented 33.8% of total advertising revenues, while traditional advertising formats accounted for the remaining 66.2%. Growth in this segment has been primarily driven by the continued expansion of Digital Out of Home (“DOOH”) inventory, including high-impact digital displays strategically located within terminal facilities. These assets provide advertisers with scalable reach, continuous visibility and competitive cost-per-impression metrics. Our advertising platform serves a broad passenger base, including leisure, business and corporate travelers, offering exposure to both consumer and business audiences. Advertising spaces are distributed throughout key passenger circulation areas to maximize visibility. In addition, our advertising business supports communication initiatives associated with large-scale international events, including FIFA-related activities, positioning our airport media network as a channel for official sponsors and event-related messaging.
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FBO. In 2025, Primesky continued to expand its ground handling services, maintaining compliance with applicable operational and service standards. As a result, the FBO business line recorded a 31% increase in revenues compared to 2024. In 2023, following a competitive bidding process with private aviation operators, two operators were selected to continue using the facilities. During that year, we also maintained ground handling operations under the “Primesky” brand. As of year-end 2023, the FBO business line held an estimated 43% market share at Los Cabos International Airport. In 2024, we continued the refurbishment of the Fixed Base Operator (“FBO”) facilities at Los Cabos International Airport to enhance passenger and crew experience.In March 2025, a new hangar with capacity for six aircraft commenced operations at Los Cabos. At Hermosillo International Airport, in 2023 we repurposed space within the General Aviation Terminal (GAT) to establish Primesky facilities offering both above-wing and below-wing services for passengers and flight crews. In 2024, this initiative generated revenues of Ps. 2.0 million. During 2025, Primesky at Hermosillo continued to expand its commercial and operational services tailored to private aviation users. At La Paz International Airport, refurbishment of the FBO terminal began in 2024, including the repurposing of existing infrastructure to develop a fully operational FBO facility. An adjacent hangar was also refurbished to support aircraft handling requirements. Primesky commenced operations at La Paz in 2025, generating revenues of Ps. 3.3 million during the year.
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Leasing of Spaces for Cargo Logistics: In the third quarter of 2023, we acquired Inmuebles Especializados Matrix in Tijuana in order to expand our cargo and aviation services infrastructure, including hangar space and facilities for cargo-related operations. Following the acquisition, demand increased for office space used by customs brokers and for maintenance areas dedicated to ground handling equipment. As of December 31, 2025, Matrix’s facilities designated for shipping and delivery services were fully leased, and the hangar space for aircraft maintenance was fully occupied. Companies operating at Matrix include Volaris, Carga Aérea Matrix, FedEx, DHL and UPS. During 2025, Matrix’s cargo platform handled daily operations from leading courier companies, including Estafeta, DHL, UPS and FedEx. In 2025, Matrix generated revenues of Ps. 146.0 million, representing a 6.0% increase compared to Ps. 137.3 million in 2024.
Hotel. On March 26, 2024, a Hilton Garden Inn commenced operations within the Guadalajara International Airport terminal complex. The hotel comprises 180 rooms and includes a restaurant, bar, meeting rooms, fitness center and laundry facilities. As of December 31, 2025, the hotel reported an average occupancy rate of approximately 77% and an average daily rate (ADR) of Ps. 2,867, per room.
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Cargo and Bonded Warehouse Business. In June 2024, we acquired 51.5% of the shares of the Guadalajara World Trade Center. This group of companies specializes in handling, storage, and custody services for international trade merchandise in facilities qualified as fiscal Bounded Warehouse at the Guadalajara and Puebla airports.
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Corporate Office. In 2025, we formally launched a new business unit at Guadalajara International Airport focused on flexible workspace services. As of December 31, 2025, nine contracts had been executed, and the coworking facilities commenced operations under the name “Airport Terminal Coworking.” The facility includes shared workspaces, private offices, meeting rooms and a training room with capacity for up to 24 people. The space was designed to provide passengers, airport users and the broader airport community with a flexible and functional environment for meetings, work sessions and other professional activities.
Domestic passengers in Mexico
In 2023, 2024, and 2025, domestic passengers represented approximately 64.4%, 62.3%, and 63.5%, respectively, of total passenger traffic at our Mexican airports. Passengers using the Cross Border Xpress (CBX) facility at our Tijuana airport are classified as international passengers for statistical purposes. We estimate that a significant portion of our international passenger traffic in Mexico consists of Mexicans nationals traveling to or from the United States. Based on passenger surveys and consumption studies conducted at our airports, we have observed that the spending patterns of these Mexican international passengers are generally more comparable to those of domestic passengers than those of other international passengers, as they tend to purchase fewer discretionary retail and duty-free products. In response to these observed consumption patterns, we have focused on strengthening brand positioning and enhancing the commercial mix across our terminals, including adjustments to retail offerings and pricing strategies designed to better align with passenger demographics. Based on our surveys and internal analyses, we believe these initiatives have contributed to increased commercial performance and are expected to support further growth in per-passenger spending among both domestic passengers and Mexican international passengers, although there can be no assurance that such trends will continue. In 2023, 2024, and 2025, average consumer spending per passenger in our Mexican airports increased by 5.4%, 13.2%, and 25.3%, respectively, compared to the prior year, partially as a result of the implementation of these strategies.
Recovery of Costs from Checked Baggage Screening at our Mexican Airports
We currently have checked baggage screening equipment installed at eleven out of our twelve Mexican airports. As of December 31, 2025, we have entered into agreements with all of our airline customers for the operation of baggage screening equipment.
We incur ongoing costs related to the operation and maintenance of this equipment, which we recover from our airline customers. For additional information regarding baggage screening equipment, see “Item 4, Information on the Company – Regulatory Framework – Mexican Airport Concessions – Scope of Concessions.”
Recent Expansion and Development of Commercial Areas
Privatized airports typically generate between 20% and 30% of their total revenues from commercial activities. In 2023, 2024, and 2025, revenues from non-aeronautical services at our airports accounted for 24.2%, 28.6%, and 29.8% of our total revenues, respectively. As part of our business strategy, we have focused on increasing our commercial revenues through the implementation of the following initiatives:
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Redesigning and expanding the space available in our airport terminals allocated to commercial activities:
To boost revenues from commercial activities, we have expanded and redesigned certain terminals at our Mexican airports to accommodate more commercial businesses. In addition, we have redirected the flow of passengers through our airports to increase their exposure to commercial areas. For instance, at Guadalajara airport, the redesigned layouts include food and beverage units located on a newly constructed terrace where passengers can enjoy being outdoors while waiting for their flights. A similar layout has been in place at Los Cabos Airport since 2020. The expanded commercial offer includes new concepts in food and beverages.
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Renegotiating agreements with terminal tenants to be more consistent with market practices:
We have progressively transitioned our commercial lease agreements toward royalty-based structures, under which lease payments are calculated as a percentage of tenants’ gross revenues, subject to agreed minimum guaranteed amounts.
Based on the nature of our tenants’ operations, we estimate that approximately 90.4% of our current commercial revenues are eligible to be structured under royalty-based arrangements. As of December 31, 2025, approximately 98.4% of the contracts eligible for royalty-based treatment had been executed under such terms. We believe this structure enhances alignment between airport performance and tenant revenues while preserving a minimum revenue floor through guaranteed fixed components.
Our marketing strategy for aeronautical services is focused on participation in industry conferences organized by public and private organizations, including the International Air Transport Association, as well as annual route development conferences such as “Routes Americas” and “Routes World,” organized by United Business Media, Fitur: Feria Internacional de Turismo, the premier global tourism trade fair held annually in Madrid, Spain and Tianguis Turistico, the most relevant event in Mexico's for tourism sector. These conferences provide a forum for airlines and airport operators to exchange information regarding route development and changes in flight operations. In addition, we conduct one-to-one meetings with domestic and international airlines to discuss route opportunities, market performance, and network development initiatives. In 2025, 70 new routes were opened to and from our airports, compared to 81 new routes during 2023 and 62 during 2024. Our airport marketing department also collaborates with airline marketing consultants to obtain market intelligence, traffic data, and analytical tools to support the execution of our network expansion strategy.
Recognition of Revenues from Improvements to Concession Assets
We recognize revenues and the associated costs related to improvements to concession assets that we are contractually obligated to perform. These obligations are established under the Master Development Programs applicable to our Mexican airports and under the Capital Development Program applicable to our Jamaican airports. The revenues recognized represent the fair value of the exchange between us and the respective governments in connection with such improvements. Under the concession agreements, we construct or provide improvements to airport infrastructure in accordance with the applicable Master Development Programs and the Capital Development Program. In exchange, the governments grant us the right to obtain economic benefits from providing services using those assets, which are recognized as intangible assets. We have determined that our obligations under the Master Development Programs and the Capital Development Program constitute a revenue-earning activity, as all expenditures required to fulfill these obligations are recoverable through the maximum tariffs and regulated charges applicable to our airport services. Accordingly, both revenue and the corresponding expense are recognized in profit or loss as the related expenditures are incurred. The cost of additions and improvements to concession assets is measured based on the actual costs incurred in executing such works, in accordance with the investment requirements set forth in the applicable development programs. We engage third parties through bidding processes to carry out the construction of these assets. Revenues recognized in connection with these construction activities are equal to the costs incurred, as we do not earn a profit margin from such services, and the amounts paid reflect market value. As a result, revenues recognized from improvements to concession assets do not have a net cash impact on our results and are not directly related to passenger traffic, which is the main driver of our operating revenues. See “Item 5, Operating and Financial Review and Prospects – Critical Accounting Policies.”
Our Mexican Airports
In 2025, our Mexican airports handled 57.4 million terminal passengers. Guadalajara International Airport and Tijuana International Airport, which serve major metropolitan areas, accounted for 54.6% of our Mexican airports’ total terminal passenger traffic. Puerto Vallarta International Airport and Los Cabos International Airport, which primarily serve leisure and tourist destinations, accounted for 25.2% of our Mexican airports’ total terminal passenger traffic in 2025. Guanajuato International Airport, which serves a mid-sized city, accounted for 5.8% of our Mexican airports’ total terminal passenger traffic in 2025.
All of our Mexican airports are designated as international airports under Mexican law. Accordingly, they are equipped to handle international flights and maintain customs and immigration facilities operated by the Mexican government.
The following table shows the sum of aeronautical and non-aeronautical revenues for each of the Mexican airports for the years indicated:
Sum of Aeronautical and Non-Aeronautical Revenues by Mexican Airport
Year ended December 31,
2023
2024
2025
(thousands of pesos)
Guadalajara
Ps.
6,307,949
Ps.
6,689,617
Ps.
8,000,623
Los Cabos
4,101,203
4,024,783
4,680,719
Tijuana
3,537,921
3,308,874
3,891,328
Puerto Vallarta
3,054,140
3,001,462
3,580,684
Guanajuato
1,106,152
1,107,942
1,317,321
Hermosillo
623,490
631,479
736,790
Morelia
476,230
471,828
626,794
La Paz
319,285
341,117
427,774
Mexicali
421,725
273,270
372,055
Aguascalientes
247,742
264,954
326,065
Los Mochis
130,418
161,171
219,027
Manzanillo
63,427
75,564
92,259
Total
Ps.
20,389,682
Ps.
20,352,062
Ps.
24,271,439
The following tables set forth the passenger traffic volume for each of our Mexican airports for the years indicated:
Passenger Traffic by Mexican Airport
Year Ended December 31,
2023
2024
2025
Terminal (1)
Transit (2)
Total
Terminal (1)
Transit (2)
Total
Terminal (1)
Transit (2)
Total
Total Passengers:
Guadalajara
17,710,200
10,804
17,721,004
17,848,690
29,483
17,878,173
18,696,585
78,636
18,775,221
Tijuana
13,194,869
5,308
13,200,177
12,545,759
34,577
12,580,336
12,650,026
117,763
12,767,789
Los Cabos
7,715,631
18,140
7,733,771
7,488,194
21,328
7,509,522
7,529,887
23,230
7,553,117
Puerto Vallarta
6,790,100
8,262
6,798,362
6,803,538
7,387
6,810,925
6,947,728
9,862
6,957,590
Guanajuato
3,220,833
14,417
3,235,250
3,169,031
12,037
3,181,068
3,301,478
16,729
3,318,207
Hermosillo
2,189,862
32,320
2,222,182
2,156,884
19,914
2,176,798
2,203,068
21,132
2,224,200
Mexicali
1,603,625
5,853
1,609,478
1,034,103
7,430
1,041,533
1,272,057
10,293
1,282,350
Morelia
1,384,262
9,149
1,393,411
1,304,639
10,577
1,315,216
1,508,056
10,909
1,518,965
La Paz
1,115,822
3,615
1,119,437
1,206,011
3,615
1,209,626
1,337,596
9,974
1,347,570
Aguascalientes
928,025
1,704
929,729
961,770
1,313
963,083
984,086
1,149
985,235
Los Mochis
470,721
3,651
474,372
585,228
2,266
587,494
713,574
3,560
717,134
Manzanillo
180,533
1,911
182,444
218,408
563
218,971
231,248
633
231,881
Total
56,504,483
115,134
56,619,617
55,322,255
150,490
55,472,745
57,375,389
303,870
57,679,259
(1)Includes arriving and departing passengers as well as transfer passengers (passengers who arrive on one aircraft and depart on a different aircraft).
(2)Terminal passengers who arrive at our airports but generally depart without changing aircraft.
The following table shows the passengers who used the CBX facilities to travel from the United States to Mexico and vice versa, who are reported as international passengers in the Tijuana airport.
The following table sets forth the air traffic movement capacity of each of our Mexican airports as of December 31, 2025:
Capacity by Mexican Airport in 2025
Peak air traffic movements per hour (1)
Runway capacity (2)
Guadalajara
44
52
Tijuana
27
36
Los Cabos
44
42
Puerto Vallarta
43
39
Hermosillo
18
33
Guanajuato
17
18
La Paz
16
14
Mexicali
8
14
Aguascalientes
13
14
Morelia
10
13
Los Mochis
10
16
Manzanillo
8
17
(1)
Represents the greatest number of air traffic movements in a single hour during the year. Includes commercial and general aviation operations (demand).
(2)
Air traffic movements per hour (capacity).
The following table sets forth the air traffic movements for each of our Mexican airports for the years indicated:
The following table sets forth the average number of passengers per air traffic movement for each of our Mexican airports for the years indicated:
Average Passengers per Air Traffic Movement by Mexican Airport (1)
Year ended December 31,
2023
2024
2025
Guadalajara
102
109
113
Tijuana
138
138
139
Los Cabos
113
111
108
Puerto Vallarta
100
101
103
Guanajuato
85
84
83
Hermosillo
60
60
60
Mexicali
108
108
110
Morelia
90
91
91
La Paz
61
62
48
Aguascalientes
55
61
58
Los Mochis
50
51
54
Manzanillo
32
36
35
Average
101
84
102
(1)
Includes number of total passengers within the total number of air traffic movements.
The following table sets forth the air traffic movements in our Mexican airports for the years indicated in terms of commercial, charter and general aviation:
Air Traffic Movements in Mexican Airports by Aviation Category (1)
Year ended December 31,
2023
2024
2025
Commercial aviation
430,599
416,553
438,346
Charter aviation
22,957
20,407
18,913
General aviation and other
106,009
102,852
105,500
Total
559,565
539,812
562,759
(1)
Includes departures and landings for all twelve Mexican airports.
Guadalajara International Airport
Guadalajara International Airport is our largest Mexican airport in terms of passenger traffic, air traffic movements, and aeronautical and non-aeronautical revenues. According to SICT, it was the third busiest airport in Mexico in 2025 in terms of commercial passenger traffic, handling 18.7 million terminal passengers and accounting for approximately 32.6% of total terminal passenger traffic across our Mexican airports. Approximately 68.1% of the terminal passengers were domestic passengers and 31.9% were international passengers. A significant portion of international passengers consists of Mexicans nationals living in the United States visiting Guadalajara. The airport also serves a substantial number of business travelers. Giving its predominantly domestic passenger base, passenger traffic and operating results are influenced by Mexican economic conditions.
The airport is located approximately 20 kilometers from the city of Guadalajara, which has a metropolitan population of approximately 5.3 million. Guadalajara is Mexico’s second-largest city by population and the capital of the state of Jalisco, the country’s second-largest state by population. The city is a major hub for ground and air transportation and a key center for agricultural commerce and manufacturing. Jalisco plays an important role in Mexico’s maquiladora industry, particularly in electronics, computer equipment, and apparel sectors.
A total of 14 airlines operate at Guadalajara International Airport. The principal domestic airlines are Volaris, Viva, and Aeromexico, while the main international carriers include American Airlines, Alaska Airlines, United Airlines, and Delta Airlines. The airport serves 63 destinations, with Mexico City, Tijuana, Monterrey, Los Angeles, and Cancun, among the most frequently served routes. The airport operates 24 hours a day.
Guadalajara International Airport currently operates two parallel runways. One runway is 4,005 meters in length and includes a full parallel taxiway, while the second runway measures 3,583 meters in length, with a separation of 270 meters between centerlines. The second runway (11L-29R), which was completed and certified in 2024, is fully operational and increased the airport’s capacity to approximately 52 air traffic movements per hour. The airport is also equipped with an Instrument Landing System (“ILS”) CAT I to support operations under adverse weather conditions.
In addition to passenger operations, the airport also supports air cargo activity. In 2025, Guadalajara International Airport handled approximately 183.4 thousand metric tons of cargo.
At Guadalajara Airport, we commenced the construction of Terminal Building T2, which is expected to have approximately 87,000 square meters of floor area. Upon completion, the new facility is expected to double the airport’s existing terminal capacity and will include seven contact boarding gates equipped with passenger boarding bridges, eight walk-boarding contact gates, and four remote boarding gates served by passenger buses. Construction is currently scheduled for completion in the fourth quarter of 2028.
The terminal has been designed in accordance with energy-efficient and sustainable building standards, incorporating features such as optimized natural daylight, thermal and acoustic insulation, energy-efficient mechanical systems, on-site solar energy generation, rainwater harvesting, and water treatment and reuse systems for sanitary services. The facility is being developed with the objective of obtaining LEED Gold certification and will be supported by a fully integrated Building Management System (BMS) to optimize operational efficiency, infrastructure monitoring, and energy management.
The terminal will be developed across multiple operational levels with vertically separated passenger flows, with the upper level dedicated to departing passengers and the lower level dedicated to arriving passengers. Additional technical and service levels will support airport operations, including baggage handling systems, maintenance functions, and operational logistics areas.
The T2 development also includes the construction of a new commercial aircraft apron and associated taxiway infrastructure. The apron will provide 18 concrete aircraft parking positions equipped with a dedicated aircraft fueling hydrant system. The taxiway system will consist of a primary taxiway and two access taxiways connecting the new apron to the existing airside infrastructure. Completion of the apron and taxiway works is expected in the second half of 2028.
On the landside, the project includes the development of a new roadway system that will be independent from, but interconnected with, the existing Terminal 1 roadway network, providing additional operational redundancy and improved traffic distribution. This system will include approximately 7 kilometers of concrete road infrastructure, as well as an elevated viaduct of approximately 1.5 kilometers in front of Terminal Building T2, designed to separate departing and arriving passenger vehicle flows by level.
To enhance airport accessibility and connectivity with the Guadalajara Metropolitan Area, construction has also commenced on an approximately 6-kilometer access road connecting the airport to Avenida Adolf Horn. Upon completion, the airport will benefit from two independent roadway access systems, strengthening connectivity and improving landside operational resilience.
In addition, the airport has initiated the development of a new cargo apron, which will include four aircraft parking positions designed to accommodate Category F aircraft, constructed with concrete pavement. The project also includes the upgrade and structural reinforcement of Taxiway E2, supporting the continued growth of air cargo operations.
The terminal’s commercial offering has been recently expanded and upgraded and includes a mixed-use development comprising new food and beverage concepts such as Domino’s, Italianni’s and Shake Shack, office space totaling approximately 12,330 square meters of gross leasable area and a 180-room business-class hotel operated by Hilton.
The hotel commenced operations on March 26, 2024 and is fully operational. As of December 31, 2025, the hotel reported an average occupancy rate of 77% and total revenues of Ps.168.2 million.
The mixed-use development also includes banking and financial services, including an HSBC branch located within the building, as well as designated areas for automated teller machines. Marketing of office space began in 2024, with approximately 2,900 square meters under lease as of year-end 2025. Approximately 80% of tenants are expected to be operating by 2026. In addition, an airport co-working space of approximately 1,000 square meters was inaugurated in the fourth quarter of 2025, offering executive-style workspaces for passengers, airport users and the general public.
In 2025, we launched a request for proposals (“RFP”) process for ten retail units located in the domestic and international departure lounges and in the pre-security area. As a result, new retail concepts, including Britt Shop, Check, Dulces de la Rosa, Pineda Covalin (two locations), El Market México, Tohhaa, Tomateros, Makeup & Co and Ancona Flower Shop, are expected to commence operations. In connection with the new terminal development, a market research study is expected to be conducted in 2026 to support the award of additional commercial concessions once the terminal becomes fully operational.
The airport operates two VIP lounges located in the domestic and international departure areas. The domestic lounge includes a dedicated security checkpoint. The international lounge, which had been temporarily closed during the COVID-19 pandemic, resumed operations and incorporated a security checkpoint in May 2025. Both lounges operate 24 hours a day. During 2025, the VIP lounges received 629,550 visitors, representing a 32% increase compared to 2024. In 2024, spa facilities were introduced in the domestic VIP lounge, offering additional services such as massage and nail treatments, contributing to a 79% increase in 2025 revenues compared to 2024.
Parking facilities are being expanded in phases, with an expected total capacity of approximately 10,000 parking spaces. Phase I (E1), which added 2,270 spaces, is operational. Phase II commenced in 2025, increasing total capacity to 3,770 spaces by year-end, representing a 66% increase over Phase I capacity.
The commercial aviation area was expanded by approximately 42,000 square meters and is fully operational. Following an RFP process, a fixed-base operator (“FBO”) operating under the Universal Aviation brand was selected. In December 2025, temporary aircraft storage facilities covering approximately 30,000 square meters were installed, with operations expected to commence in March 2026. In addition, approximately 30,000 square meters of land have been reserved for the development of a new FBO facility, which is expected to be completed by the end of 2026. As of year-end 2025, the airport’s hangar area had an occupancy rate of approximately 90%, with 39 of 43 hangars leased.
Ground transportation services were enhanced through the introduction of a new shuttle service operated by Transporte Ejecutivo Express, which commenced operations with an initial fleet of ten vehicles. The service connects the airport with key locations in Guadalajara, including the Central Bus Station, Downtown Guadalajara, Minerva Roundabout and Expo Guadalajara.
In 2025, a competitive bidding process was conducted to incorporate an additional taxi operator at the airport. As a result, Ecofy was awarded the concession to operating in the airport and is expected to deploy in the short term up to 140 vehicles.
In 2025, 18.4% of the combined aeronautical and non-aeronautical revenues generated at Guadalajara International Airport was derived from non-aeronautical revenues.
Tijuana International Airport
Tijuana International Airport is our second most significant Mexican airport in terms of passenger traffic and air traffic movements and the third largest contributor to the combined aeronautical and non-aeronautical revenues of our Mexican airports. According to the SICT, it was the fifth busiest airport in Mexico in terms of commercial passenger traffic in 2025. In 2025, the airport handled 12.7 million terminal passengers, representing approximately 22.0% of total terminal passenger traffic across our Mexican airports. Approximately 67.6% of the terminal passengers were domestic. Given its location near the Mexico-U.S. border, Tijuana International Airport serves as a key gateway for travelers between Mexico and the United States, and its passenger traffic and results of operations are influenced by economic conditions in both countries.
Tijuana International Airport serves the city of Tijuana and surrounding areas in the State of Baja California, including Ensenada, Tecate, and Rosarito. With a population of approximately 1.9million, Tijuana is the largest city in the state.
Baja California is one of the Mexico’s most important maquiladora regions and, according to INEGI data, is the country’s second-largest maquiladora center based on workforce by industry. The airport is connected to the city of Tijuana by a highway that also provides direct access to the U.S.-Mexico border, facilitating connections to San Diego, California (approximately 30 kilometers from Tijuana International Airport) and to other areas of southern California, including Los Angeles.
A total of seven airlines operate at the airport, with Volaris, Viva, and Aeromexico being the principal carriers. The airport serves 38 destinations, with Mexico City, Guadalajara, Culiacan, Leon, and Monterrey, among the most frequently served routes. The airport operates 24 hours a day.
Tijuana International Airport operates a single runway with a length of 2,959 meters and a full parallel taxiway. The airport has a runway capacity of approximately 36 air traffic movements per hour and is equipped with an ILS CAT I to support operations under adverse weather conditions.
In addition to passenger operations, the airport also supports air cargo activity. In 2025, Tijuana International Airport handled approximately 37.9 thousand metric tons of cargo.
The terminal facilities at Tijuana International Airport include 20 gates serving both domestic and international passengers and 13 remote boarding positions. Of the 20 gates, 10 are equipped with passenger boarding bridges.
At Tijuana Airport, construction commenced on a new commercial aircraft apron, which is expected to provide nine concrete aircraft parking positions designed to accommodate Category C aircraft. Completion of the apron is currently scheduled for the first quarter of 2027.
In addition, the airport has initiated preliminary enabling works required for the future expansion of the Terminal Building and the development of a new Concourse C, including the relocation of cargo facilities, modifications to access infrastructure, and the construction of a new wastewater treatment plant.
Design activities are ongoing for the expansion and modernization of the Terminal Building, which, upon completion, is expected to include more than 50,000 square meters of new and renovated space. The project contemplates the development of a new check-in hall organized in island configurations, as well as the addition of seven new walk-boarding contact gates.
The expansion has been designed in accordance with energy-efficient and sustainable building standards, incorporating features such as optimized natural daylight, thermal and acoustic insulation, energy-efficient mechanical systems, on-site solar energy generation, rainwater harvesting, and water treatment and reuse systems for sanitary services. The facility is being developed with the objective of obtaining LEED Gold certification.
The design phase is expected to be completed in the third quarter of 2026, and construction of the terminal expansion is currently scheduled for completion in the first half of 2029.
Following a passenger commercial behavior study conducted in 2022, the airport expanded and upgraded its food and beverage offering to better align with passenger demand and maximize commercial revenues. A bidding process for food and beverage operators was conducted during 2024, resulting in the introduction of new brands and concepts that are currently operating or expected to commence operations, including Shake Shack, Lupe, Subway, Starbucks, Fuego and Dunkin Donuts.
In addition, construction of a new CLOE retail store began during the fourth quarter of 2024, and it completed its construction during the first quarter of 2025.
Additionally, an RFP to award five retail locations was released during the fourth quarter of 2025 and it is expected to have the enhanced commercial offer operating by the second quarter of 2026.
A contract for snacks vending machine was awarded at the Tijuana Airport departure lounge, with the local partner commencing operations on the third quarter of 2025. The 2027 growth strategy for Tijuana Airport includes a new terminal expansion project.
During the second half of 2025, an invitation process was conducted targeting Car Rental companies that were not previously operating at the airport, with the purpose of awarding two passenger service modules. As a result of this process, Optima and Budget were incorporated as new operators, expanding the airport’s car rental service offering.
Also, five new ticket sales modules were enabled in the bus terminal area, allowing these spaces to be awarded to companies that offer new long-distance ground transportation alternatives. This expansion strengthened the ground connectivity of Tijuana Airport, facilitating passenger access to and from various destinations. In addition, towards the end of 2025, a bidding process was carried out for the allocation of five modules located at the bus terminal for ticket sales. This process enabled the addition of five new brands to the long-distance transportation offering, providing multiple routes throughout northern Mexico and Southern California.
The airport expanded its long-stay parking facilities, increasing total parking capacity to approximately 1,200 spaces. This expansion was completed in 2024 and is fully operational.
During 2025, the VIP lounge served approximately 315,320 visitors, representing a 15% increase compared to 2024.
During 2025, we opened a new convenience store in the New Processing Building (NEP) to serve passengers transiting through this facility. In addition, we completed the image refresh, concluding the rebranding of all convenience stores at that location.
Additionally, in our leasing of spaces for cargo logistics, 2025 was a year of remodeling the office building and making infrastructure improvements to start a paid car parking lot that is set to start operations in 2026.
In 2025, 13.3% of the sum of our aeronautical and non-aeronautical revenues generated at Tijuana International Airport was derived from non-aeronautical revenues.
In December 2015, the CBX (which is not owned by us), commenced operations, consisting of an enclosed pedestrian bridge and terminal facility that connects Tijuana International Airport directly to the United States-Mexico border in San Diego, California. The CBX allows passengers with a valid boarding pass for flights arriving at or departing from Tijuana to cross directly between the airport and the United States, reducing connection and waiting times at traditional border crossings such as San Ysidro and Otay Mesa.
On December 11, 2025, our shareholders approved the Business Combination, which includes the incorporation of CBX and the entities that own and operate the cross-border facility. Upon consummation of the Business Combination, CBX will become a wholly owned subsidiary of GAP and will be consolidated into our results of operations. For a complete description of the Business Combination, including the transaction structure, status and conditions, see “Item 4, Information on the Company — History and Development of the Company — Pending Business Combination”
We consider CBX to be a strategic extension of the infrastructure of Tijuana International Airport, as it expands the airport's catchment area into Southern California and enhances cross-border passenger connectivity. The availability of CBX has contributed to increased passenger volumes at Tijuana International Airport, particularly among U.S. residents in the surrounding region.
We estimate that up to approximately 45% of passengers using Tijuana International Airport have a final destination or origin in the United States. During 2025, CBX served approximately 4.0 million passengers, representing approximately 31.8% of total passenger traffic at Tijuana International Airport.
Los Cabos International Airport
Los Cabos International Airport is our third most significant Mexican airport in terms of passenger traffic, third in terms of air traffic movements and second in terms of contribution to the sum of aeronautical and non-aeronautical revenues. In 2025, Los Cabos International Airport was the sixth busiest airport in Mexico in terms of commercial passenger traffic, according to the SICT. In 2025, the airport handled 7.5 million terminal passengers, accounting for approximately 13.1% of our Mexican airports’ terminal passenger traffic of whom approximately 62.3% were international passengers.
Los Cabos International Airport primarily serves leisure travelers visiting San Jose del Cabo, Cabo San Lucas and other coastal destinations along the Trans-Peninsular highway in the state of Baja California Sur. The airport is located approximately 13 kilometers from the city of San Jose del Cabo. According to the Mexican Ministry of Tourism, 2.3 million international tourists visited Los Cabos (San Jose del Cabo and the nearby city of Cabo San Lucas) by air in 2025. Visitors to the region are generally higher income travelers and include golfers, sport fishing enthusiasts and divers attracted by the region’s marine biodiversity.
A total of 16 airlines operate at Los Cabos International Airport. The principal carriers include Volaris, Viva, American Airlines, Alaska Airlines, and United Airlines. The airport serves approximately 52 destinations, with Mexico City, Los Angeles, Guadalajara, Dallas-Fort Worth, and Tijuana the most frequently served routes.
Los Cabos International Airport operates one runway measuring 3,005 meters in length, supported by a full parallel taxiway. The runway has a capacity of approximately 42 aircraft movements per hour and is capable of accommodating aircraft operating to destinations throughout the United States and Canada.
The airport operates on a scheduled basis for approximately 14 hours per day, between 7:00 a.m. and 9:00 p.m., but is equipped to operate 24 hours a day if required. Aeronautical services provided outside normal operating hours are subject to increased passenger charges and fees.
The airport has a total of 27 gates, including nine equipped with passenger boarding bridges, and 23 remote boarding positions.
At Los Cabos Airport, construction commenced on a new commercial aircraft apron, which is expected to provide seven concrete aircraft parking positions designed to accommodate Category C aircraft. Completion of the apron is currently scheduled for the second half of 2027. In addition, the safety strip of parallel Taxiway A has been expanded in accordance with the requirements of Annex 14.
In parallel, the airport continues to implement improvements and upgrades to existing facilities, including the installation of a new air-conditioning system at the departures level, covering the security screening checkpoint and boarding gate areas. Preliminary enabling works for the future expansion of the terminal building are also underway, including the development of a new remote international arrivals facility.
Design activities are ongoing for the expansion and modernization of Terminal Building T2, which, upon completion, is expected to include more than 30,000 square meters of new and renovated space. The project is designed to enable the terminal to accommodate the airport’s total passenger traffic, both domestic and international, as the facility currently serves international operations only.
The expansion project includes the enlargement of the check-in area, the addition of four new baggage claim carousels, and the development of three additional contact boarding gates equipped with passenger boarding bridges. The design phase is expected to be completed in the first half of 2026, and construction is currently scheduled for completion in the first half of 2029.
Los Cabos International Airport currently operates approximately 12,768 square meters of commercial space, including food and beverage units, retail stores, five convenience stores and two VIP lounges.
The airport has progressively enhanced its commercial mix through competitive bidding processes implemented over several years, resulting in the operation of a diversified portfolio of food and beverage and retail brands aligned with passenger demographics. These initiatives have included the refurbishment and expansion of commercial areas in both domestic and international terminals, as well as the redesign and relocation of Aeromarket convenience stores, which was completed in 2024.
The airport operates two VIP lounges serving domestic and international passengers. In 2024, the international VIP lounge was expanded to accommodate growth in international traffic. In 2025, the VIP lounges served approximately 294,000 visitors, representing a 10% increase compared to 2024. It is worth noting that in 2024, spa areas were introduced in the International VIP Lounge, offering value-added services such as massage services. Since their implementation, these services have generated incremental revenue and have shown 9.7% growth in 2025 compared to 2024.
In the first quarter of 2025, the airport commenced operations of a new hangar facility measuring approximately 5,000 square meters, with capacity to accommodate up to six aircraft, enhancing general aviation and private aviation services at the airport. Primesky continues as the leader with the most operations handled with an increase of 10.4% compared to 2024, increasing its market share from 38.3% to 42.8%.
The 2024 expansion of the domestic terminal led to a competitive bid for 10 commercial spaces. Consequently, new brands such as Cloe, Cuervo, Mobo, Sunglass Hut, Domino’s, and Starbucks successfully launched their operations throughout 2025.
In 2025, 28.4% of the sum of our aeronautical and non-aeronautical revenues generated at Los Cabos International Airport was derived from non-aeronautical revenues.
Puerto Vallarta International Airport
Puerto Vallarta International Airport is our fourth most significant Mexican airport in terms of passenger traffic and air traffic movements and the fourth largest contributor to the sum of aeronautical and non-aeronautical revenues. In 2025, Puerto Vallarta International Airport was the eight busiest airport in Mexico in terms of commercial passenger traffic, according to the SICT. In 2025, it handled 6.9 million terminal passengers, accounting for 12.1% of our Mexican airports’ terminal passenger traffic. During 2025, 45.0% of these terminal passengers were international passengers, while 55.0% were domestic.
Puerto Vallarta International Airport is located on the Pacific coast in the State of Jalisco and primarily serves international and domestic leisure travelers. Puerto Vallarta is a mature tourist destination known for the Bay of Banderas, its beaches and abundant marine wildlife. The continued development of resort areas, including hotels and golf courses in Nuevo Vallarta and Punta de Mita, is expected to support future growth in tourism demand in the region.
A total of 18 airlines operate at the airport. The principal carriers include Viva, Volaris, American Airlines, WestJet, and Alaska Airlines. The airport serves approximately 53 destinations, with Mexico City, Monterrey, Tijuana, Guadalajara, and Los Angeles among the most frequently served routes.
Puerto Vallarta International Airport operates one runway measuring 3,105 meters in length, supported by a parallel taxiway. The runway has a capacity of approximately 38 aircraft movements per hour.
The airport operates 24 hours a day and includes one main commercial terminal, an FBO terminal and a general aviation building.
Construction of Terminal 2 began in 2022, covering nearly 74,000 square meters. This terminal is designed to include 58 check-in counters, 16 self-check-in kiosks, 10 inspection lines at the security checkpoint, eleven contact boarding gates, and seven remote boarding gates. It will also feature a new baggage handling system with two scanning lines. The terminal is expected to be completed by December 2026 and will be LEED Gold certified, designed to be net-zero-energy.
Additionally, a new commercial aviation apron accommodating eight positions and a handling equipment apron covering approximately 84,951 square meters are under construction. This project also includes an expansion of the hydrant network for eight positions and the exterior NET roadways, which cover an area of approximately 31,097 square meters. Other improvements at the airport include the remodeling of the General Aviation building.
At Puerto Vallarta Airport, the full rehabilitation of the main runway across its entire length has commenced, including the replacement of sections of the pavement structure and the installation of a new surface layer. In addition, a portion of parallel Taxiway A has been rehabilitated, replacing the existing asphalt pavement with concrete pavement to enhance durability and extend its service life.
A commercial study was conducted to reconfigure the central food and beverage area located in the domestic departing lounge. In 2023, a Request for Proposal (RFP) was released for two retail units located landside, and El Market Mexico was awarded the contract to operate these commercial spaces. Additionally, Tacos Frontera began operations in the last quarter of 2023, while DIVERTI2, which includes. A market analysis for the new terminal is scheduled for 2026, with the objective of enhancing the commercial offer and giving opportunities to new Retail and F&B vendors.
Regarding the three VIP Lounges at Puerto Vallarta, they hosted 262,000 users in 2024, reflecting a 12% increase compared to 2023. The International VIP Lounge also underwent an expansion during 2024. In 2025, the VIP lounges served approximately 282,000 visitors, representing an 8% increase compared to 2024. Additionally, the VIP Lounges in Puerto Vallarta are noteworthy, as they represent the highest sales concentration of VIP Passport memberships, accounting for 36% of total revenue.
In terms of financial services, the company Euronet has installed two ATMs for currency exchange services in the international arrivals area. Likewise, two Euronet automated teller machines began operations.
At the beginning of 2025, the bidding process for the allocation of customer service modules for car rental companies was completed, resulting in the incorporation of two new brands into operations. This integration strengthened the commercial offering for passengers and contributed to the growth of revenue within this business line.
In 2025, a new Aeromarket convenience store was opened at the domestic boarding area to strength our commercial offering and contribute to the improvement of passenger experience.
In 2025, 18.2% of the sum of our aeronautical and non-aeronautical revenues generated at our Puerto Vallarta airport was derived from non-aeronautical revenues.
Guanajuato International Airport
Guanajuato International Airport is our fifth most significant Mexican airport in terms of passenger traffic and air traffic movements and fifth in terms of contribution to the sum of aeronautical and non-aeronautical revenues. In 2025, Guanajuato International Airport was the tenth busiest airport in Mexico in terms of commercial passenger traffic, according to the SICT. In 2025, the airport handled 3.3 million terminal passengers, representing approximately 5.8% of our Mexican airports’ terminal passenger traffic. Approximately 67.9% of the terminal passengers served were domestic passengers.
Guanajuato International Airport is located in the central state of Guanajuato near the cities of Leon, Irapuato, Silao and Guanajuato, approximately 315 kilometers northwest of Mexico City. The state of Guanajuato has a population of approximately 6.2 million people according to the Mexican National Population Council. The airport is located in Mexico’s Bajío region, which is characterized by a diversified economic base including manufacturing, agriculture and logistics. Guanajuato is a major hub for the automotive industry, hosting assembly plants operated by General Motors, Honda, Kia, Mazda and Toyota, as well as numerous auto parts manufacturers. In addition, the local government is developing a logistics “dry port” facility near the airport, which we expect will support future growth in air cargo demand.
In addition to passenger traffic, the airport handles cargo associated with the region’s manufacturing and logistic activities. Approximately 2.4 thousand metric tons of cargo were transported through the airport in 2025.
A total of five airlines operate at the airport. The principal carriers include Volaris, Viva, and Aeromexico. The airport serves 22 destinations, with Tijuana, Monterrey, Cancun, Mexico City, and Dallas-Fort Worth among the most frequently served routes.
Guanajuato International Airport operates one runway measuring 3,501 meters in length, with a runway capacity of approximately 18 aircraft movements per hour.
The airport operates on a scheduled basis for approximately 20 hours per day, between 4:00 a.m. and 12:00 midnight, but is equipped to operate 24 hours a day if required. Aeronautical services provided outside normal operating hours are subject to increased passenger charges and fees.
The airport has two terminals (one commercial terminal and one general aviation terminal), seven contact gates, ten remote boarding positions and three passenger boarding bridges.
At Guanajuato Airport, construction commenced on the extension of the parallel taxiway, with the objective of improving the efficiency of aircraft movements to and from the commercial aviation apron. The addition of this new taxiway segment is expected to enable simultaneous aircraft arrivals and departures, even when an aircraft is occupying an access or exit taxiway to a parking position, thereby enhancing airside traffic flow and reducing operational constraints on the apron.
In addition, construction commenced on the expansion of the commercial aircraft apron, which is expected to incorporate two new concrete aircraft parking positions designed to accommodate Category C aircraft, as well as the reconfiguration of existing apron positions and their associated aircraft fueling hydrant systems. These works form part of the preliminary infrastructure required for the future expansion of the terminal building.
Design activities are ongoing for the expansion and modernization of the terminal building, which is expected to include more than 18,000 square meters of new construction, renovation, and exterior works. The project includes the development of a new baggage handling system (BHS) area and a baggage cart staging yard, as well as the expansion of the boarding gate hold room, serving both contact gates equipped with passenger boarding bridges and remote gates served by passenger buses. As part of the expansion, the airport is expected to add one new contact boarding gate with a passenger boarding bridge and two additional remote boarding gates.
The design phase is expected to be completed in the first half of 2026, and construction is currently scheduled for completion in the fourth quarter of 2028.
The airport has continued to enhance its commercial offering through the remodeling of the terminal. An RFP for retail and food and beverage was released in 2025. Competitive bidding processes conducted in the introduction of new food and beverage operators, including brands such as Maison Kayser, Johnny Rockets, Fuego Bajío, Subway, Brittshop and Talleres de los Ballesteros. The operations are expected to begin in 2026.
The airport operates a VIP lounge, which served approximately 99,000 visitors during 2025, representing a 21% increase compared to 2024. Since its renovation in 2020, the lounge has been equipped with a dedicated security checkpoint, enhancing the overall guest experience.
In 2024, the parking lot underwent an expansion of 400 spaces, representing a 60% increase in capacity and is fully operational.
In 2025, 14.9% of the sum of our aeronautical and non-aeronautical revenues generated at Guanajuato International Airport was derived from non-aeronautical revenues.
Hermosillo International Airport is our sixth most significant Mexican airport in terms of passenger traffic, air traffic movements, and contribution to the sum of aeronautical and non-aeronautical revenues. In 2025, Hermosillo International Airport was the thirteenth busiest airport in Mexico in terms of commercial passenger traffic, according to the SICT. In 2025, it served approximately 2.2 million terminal passengers, accounting for approximately 3.8% of our Mexican airports’ terminal passenger traffic. During 2025, approximately 96.3% of the terminal passengers served were domestic passengers. Given the predominance of domestic traffic, the airport’s passenger volumes and results of operations are more closely linked to Mexican economic conditions. Hermosillo International Airport also functions as a regional connecting hub, with a significant portion of passengers transferring between domestic routes, particularly to and from Mexico City, Guadalajara, Monterrey and Tijuana.
Hermosillo International Airport serves the city of Hermosillo and four surrounding municipalities, which together have a population of approximately 1.0 million, according to the Mexican National Population Council. Hermosillo is the capital of the State of Sonora and is located approximately 260 kilometers south of the U.S.-Mexico at Nogales and 130 kilometers east of the Gulf of California. The airport is located approximately 13 kilometers west of the city of Hermosillo and serves an economically diversified region with significant agricultural and industrial activity.
In addition to passenger traffic, Hermosillo International Airport handles cargo associated primarily with industrial activity in the region. Approximately 17.2 thousand metric tons of cargo were transported through the airport in 2025. Cargo services currently support, among other activities, the nearby Ford manufacturing facility, which receives components via the airport.
A total of seven airlines operate at the airport. The principal carriers include Volaris, Viva, and Aeromexico. The airport serves 14 destinations, with Mexico City, Guadalajara, Monterrey, Tijuana and Santa Lucia among the most frequently served routes.
Hermosillo International Airport operates two runways. The primary runway measures 2,300 meters in length. The secondary runway, measuring approximately 1,100 meters, is currently not in operation due to commercial considerations. The airport has a runway capacity of approximately 33 aircraft movements per hour.
The airport operates on a scheduled basis for approximately 18 hours per day, between 7:00 a.m. and 1:00 a.m. the following day, but is equipped to operate 24 hours a day if required. Aeronautical services provided outside normal operating hours are subject to increased passenger charges and fees.
The airport includes a commercial aviation terminal and a general aviation terminal, with seven contact gates, ten remote boarding positions and two passenger boarding bridges.
At Hermosillo Airport, a partial rehabilitation of taxiways was carried out through the replacement of concrete pavement slabs, with the objective of maintaining operational standards and extending the service life of the airside infrastructure.
In addition, the airport completed the renovation and expansion of the terminal building’s air-conditioning system, incorporating next-generation equipment with improved energy efficiency, which is expected to enhance operational performance and optimize energy consumption.
The airport has also initiated the installation of thermal insulation in the terminal building envelope as part of initiatives aimed at improving energy efficiency and thermal comfort. This measure is expected to reduce the building’s thermal load, improve passenger comfort, and decrease energy consumption associated with cooling operations.
As part of our commercial strategy, we have updated the profile and service categories of most retail outlets at Hermosillo International Airport to improve brand recognition and alignment with passenger preferences. Since late 2021, we have resumed direct operation of the Aeromarket convenience stores at the airport. The redesign of both Aeromarket stores was completed during 2024, improving their visual identity and functionality.
The airport operates a VIP lounge, which served approximately 55,000 users during 2025, representing a 12% increase compared to 2024. In addition, the General Aviation Terminal (GAT), operated by PRIMESKY, generated revenues of approximately Ps.1.7 million during 2025.
In 2025, 15.1% of the sum of our aeronautical and non-aeronautical revenues generated at Hermosillo International Airport was derived from non-aeronautical revenues.
Morelia International Airport is our seventh most significant Mexican airport in terms of passenger traffic, ninth in terms of air traffic movements and seventh in terms of contribution to the sum of aeronautical and non-aeronautical revenues. According to the SICT, the airport ranked twenty-first busiest airport in Mexico in terms of commercial passenger traffic in 2025. In 2025, the airport served 1.5 million terminal passengers, representing approximately 2.6% of our Mexican airports’ terminal passenger traffic. Approximately 51.5% of the terminal passengers were domestic passengers.
Morelia International Airport serves the city of Morelia and ten surrounding municipalities. Morelia is the capital of the State of Michoacan, which has a population of approximately 4.8 million, according to the Mexican National Population Council. Michoacan’s principal industry is agriculture, and it has a developing eco-tourism industry (primarily due to the seasonal presence of monarch butterflies).
A total of five airlines operate at the airport. The principal carriers include Volaris, Viva, and American Airlines. The airport serves 18 destinations, with Tijuana, Monterrey, Chicago Midway, Dallas-Fort Worth, and Chicago O’hare, among the most frequently served routes.
Morelia International Airport operates one runway measuring 3,408 meters in length, with a runway capacity of approximately 13 aircraft movements per hour.
The airport operates 24 hours a day and consists of a single main terminal building. It has four contact gates and eight remote boarding positions.
At Morelia Airport, during 2025, the rehabilitation of the main runway was carried out, including the replacement of sections of the pavement structure and the installation of a new asphalt surface layer. In addition, the hydraulic crossing beneath the runway and associated safety strips was reinforced through the installation of new drainage piping, improving the resilience and long-term performance of the airfield infrastructure.
Design activities are currently underway for the expansion and renovation of the Terminal Building, which is expected to involve more than 7,000 square meters of new construction, renovation, and exterior works.
The project includes the expansion of the terminal hold room, the redistribution of the four existing boarding gates, the reconfiguration of the passenger security screening checkpoint, and the reorganization of the passenger arrivals process, including expanded and improved areas for immigration, baggage claim, and customs.
The design phase is expected to be completed in 2026, and construction of the terminal expansion is currently scheduled for completion in 2028.
The redesign and visual concept (“look and feel”) of the two Aeromarket stores has been completed, enhancing the retail offering for passengers. In 2024, a Surface expansion of 24 square meters was completed to improve passenger experience.
During 2025, a hangar was awarded to local company.
In 2025, 8.0% of the sum of our aeronautical and non-aeronautical revenues generated at Morelia International Airport was derived from non-aeronautical revenues.
La Paz International Airport
La Paz International Airport is our eight most important Mexican airport in terms of passenger traffic, seventh in air traffic movements and eight in contribution to the sum of aeronautical and non-aeronautical revenues. In 2025, La Paz International Airport was the twenty-third busiest airport in Mexico in terms of commercial passenger traffic, according to the SICT. In 2025, it served 1.3 million terminal passengers, accounting for approximately 2.3% of our Mexican airports’ terminal passenger traffic. During 2025, approximately 97.2% of the terminal passengers served were domestic passengers. Because the airport’s passengers are predominantly domestic, the airport’s passenger traffic and results of operations are affected to a greater extent by Mexican economic conditions.
La Paz International Airport serves the city of La Paz, the capital of the state of Baja California Sur. The region has experienced growing demand associated with eco-tourism, driven by the area’s marine biodiversity and natural attractions.
A total of six airlines operate at the airport. The principal carriers include Volaris, Viva, and Aeromexico. The airport serves 11 destinations, with Tijuana, Mexico City, Guadalajara, Santa Lucia, and Culiacan among the most frequently served routes.
La Paz International Airport operates one runway measuring 2,500 meters in length, with a runway capacity of approximately 14 aircraft movements per hour.
The airport operates on a scheduled basis for approximately 16 hours per day, between 7:00 a.m. and 11:00 p.m., but is equipped to operate 24 hours a day if required. Aeronautical services provided outside normal operating hours are subject to increased passenger charges and fees.
The airport consists of a single main commercial terminal with four contact gates and nine remote boarding positions.
During 2024, the General Aviation building was remodeled. As part of this upgrade, a Fixed Base Operator (“FBO”) began operations under our PRIMESKY brand during the first quarter of 2025, it continued its growth by strengthening its network in La Paz airport offering value-added services to general aviation passengers and pilots and supported by a dedicated FBO facility that delivers integrated ground handling services and high-quality personalized attention to pilots and users. The FBO building features comfortable lounges, along with controlled access, all designed to ensure operational efficiency, safety, and enhanced overall experience, while the operation closed in 2025 with revenues of Ps.3.3 million.
In addition, one of Guadalajara’s private aviation academies, Solo Aviación, was relocated to La Paz International Airport during 2024 and has been operating at the airport since the first quarter of 2025, strengthening the airport’s role in aviation training activities.
In the last quarter of 2025, an F&B tender was held at La Paz Airport for three commercial spaces. As a result, Cervecería de La Costa was awarded a location in the pre-security zone, while a new brand, La Vaca Café, secured the remaining two units. Both concepts are scheduled to begin operations during the first quarter of 2026.
A contract for a perfume vending machine was awarded at the La Paz Airport departure lounge, with the local partner commencing operations in the fourth quarter of 2025.
As part of our commercial strategy, we resumed direct operation of the Aeromarket convenience stores at La Paz International Airport in late 2021. The redesign of two Aeromarket stores was completed during the second quarter of 2024, and a new Aeromarket store located airside commenced operations during the first quarter of 2024. The airport operates a VIP lounge, which served approximately 47,000 users during 2025, representing a 27% increase compared to 2024.
In February 2025, a contract was executed with Banamex and an automated teller machine was installed at the airport, expanding the range of financial services available to passengers.
In 2025, 14.6% of the sum of our aeronautical and non-aeronautical revenues generated at La Paz International Airport was derived from non-aeronautical revenues.
Mexicali International Airport
Mexicali International Airport is our ninth most significant Mexican airport in terms of passenger traffic, eleventh in terms of air traffic movements and ninth in terms of contribution to the sum of aeronautical and non-aeronautical revenues. In 2025, Mexicali International Airport was the twenty-fourth busiest airport in Mexico in terms of commercial passenger traffic according to the SICT. In 2025, the airport served 1.3 million terminal passengers, accounting for approximately 2.2% of our Mexican airports’ terminal passenger traffic. Approximately 99.4% of the terminal passengers were domestic passengers. Because the airport’s passengers are predominantly domestic, the airport’s passenger traffic and results of operations are affected to a greater extent by Mexican economic conditions.
Mexicali International Airport serves the city of Mexicali in the State of Baja California, as well as certain nearby U.S. border communities, including Yuma, Arizona and Calexico, California. Mexicali is located along the U.S.-Mexico border, approximately 150 kilometers east of Tijuana and 80 kilometers west of Yuma, Arizona. The regional economy is primarily driven by manufacturing activity, particularly maquiladora operations located along the California-Baja California border.
A total of three airlines operate at the airport. The principal carriers include Volaris, Aeromexico, and Viva. The airport serves 10 destinations, with Guadalajara, Mexico City, Monterrey, Culiacan, and Leon among the most frequently served routes.
Mexicali International Airport operates one runway measuring 2,601 meters in length, with a runway capacity of approximately 14 aircraft movements per hour.
The airport operates on a scheduled basis for approximately 19 hours per day, between 6:00 a.m. and 1:00 a.m. the following day, but is equipped to operate 24 hours a day if required. Aeronautical services provided outside normal operating hours are subject to increased passenger charges and fees.
The airport includes a main commercial terminal and a smaller general aviation terminal. The commercial terminal has four contact gates and five remote boarding positions.
At Mexicali Airport, construction commenced on a new Rescue and Firefighting Services (RFFS) facility, designed in accordance with applicable regulatory and operational standards. The project includes the development of access roads to the new facility, as well as direct access to the runway, in order to ensure appropriate emergency response times. The facility will also include dedicated areas to accommodate equipment and animals used for wildlife management activities within the airport.
In addition, construction commenced on the expansion and renovation of the terminal building, which is expected to involve more than 6,000 square meters of new construction, renovation, and exterior works. The project is expected to double the available space in key passenger processing areas, including circulation areas, the check-in hall, the passenger security screening checkpoint, and the boarding holdroom.
Construction is currently scheduled for completion in the second half of 2028.
Commercial offerings at Mexicali International Airport have been enhanced in recent years. PlayCap began operations in the pre-security area during the third quarter of 2022, expanding the commercial options available in the departure lounge. A tender for an F&B unit located in the pre-security zone was launched in the first quarter of 2025. The process concluded with the appointment of Bertha’s, a local restaurant brand, as the successful bidder.
Fox Car Rental was added to the airport’s roster of car rental operators, increasing ground transportation alternatives for passengers.
The design and visual concept of two Aeromarket convenience stores were completed during the second half of 2023. In addition, financial services were expanded with the integration of Banregio and the installation of an automated teller machine, which became operational in 2024.
The airport operates a VIP lounge, which served approximately 23,000 users during 2024. In 2025 the VIP lounge had almost 30,000 visitors representing a 28% increase compared to 2024.
In 2023, we initiated the development of two new public parking areas with combined capacity of more than 500 spaces. The E3 parking area was completed and became operational during the first half of 2024. The E2-B parking area was completed in 2025, adding 240 additional spaces, representing a 38% increase in long-stay capacity compared to 2024.
In 2025, 8.3% of the sum of our aeronautical and non-aeronautical revenues generated at Mexicali International Airport was derived from non-aeronautical revenues.
Aguascalientes International Airport
Aguascalientes International Airport is our tenth most important Mexican airport in terms of passenger traffic, eighth in air traffic movements, and tenth in terms of contribution to the sum of aeronautical and non-aeronautical revenues. In 2025, Aguascalientes International Airport was the twenty-seventh airport in Mexico in terms of commercial aviation passenger traffic, according to the SICT. In 2025, it served 984.1 thousand terminal passengers, accounting for approximately 1.7% of our Mexican airports’ terminal passenger traffic. In 2025, approximately 66.0% of the terminal passengers were domestic passengers. Because airport passengers are predominantly domestic, the airport’s passenger traffic and results of operations are affected to a greater extent by Mexican economic conditions.
Aguascalientes International Airport serves the city of Aguascalientes and eight surrounding municipalities in the central state of Aguascalientes, roughly 513 kilometers northwest of Mexico City. Manufacturing forms the basis of the region’s economy. One of Nissan’s main manufacturing plants in Mexico is in the city of Aguascalientes.
A total of five airlines operate at the airport, of which the principal airlines are Volaris, Aeromexico, and United. Airlines operating at this airport provide service to 10 destinations. Of these destinations, Mexico City, Tijuana, Houston, Dallas-Fort Worth, and Los Angeles are the most popular.
Aguascalientes International Airport operates 18 hours daily between 6:00 a.m. and midnight. However, it is equipped to operate 24 hours a day if necessary, and we double our passenger charges for aeronautical services provided outside normal business hours. It has one runway measuring 3,006 meters in length, and a single main commercial terminal. The runway capacity at this airport is 14 air traffic movements per hour. The airport has four gates and five remote boarding locations.
At Aguascalientes Airport, during 2025, the rehabilitation of the main runway was carried out, including the replacement of sections of the pavement structure and the installation of a new asphalt surface layer.
In 2025, the VIP Lounge experienced a 13.0% increase in users, reaching a total of 36,000. This lounge was recognized as the best in North America by Priority Pass in 2024.
At the beginning of 2025, a request for proposals was issued for Car Rental customer service modules, with the objective of improving the commercial conditions of this business line and addressing the interest of various companies in the sector to join the airport as commercial partners. As part of this process, the spaces were reconfigured and the image of the modules was upgraded.
Likewise, in financial services, a dedicated zone was designed to consolidate these services, enhancing passenger convenience and overall experience.
In 2025, 13.4% of the sum of our aeronautical and non-aeronautical revenues generated at Aguascalientes International Airport was derived from non-aeronautical revenues.
Los Mochis International Airport
Los Mochis International Airport is our eleventh most important airport in terms of passenger traffic, air traffic movements and eleventh in contribution to the sum of aeronautical and non-aeronautical revenues. In 2025, Los Mochis International Airport was the thirty-third busiest airport in Mexico in terms of commercial passenger traffic, according to the SICT. In 2025, it handled 713.6 thousand terminal passengers, accounting for approximately 1.2% of our Mexican airports’ terminal passenger traffic. During 2025, approximately 98.9% of the terminal passengers served were domestic passengers. Given its predominantly domestic passenger base, passenger traffic and results of operations are influenced primarily by Mexican economic conditions.
Los Mochis International Airport serves the city of Los Mochis in the State of Sinaloa, a Pacific coastal state. The region is an important agricultural producer, and its sport fishing and hunting activities attract both domestic and international visitors.
A total of six airlines operate at Los Mochis International Airport. The principal airlines include Volaris, Aeromexico and Viva. The airport serves 10 destinations, with Tijuana, Mexico City, Guadalajara, Monterrey, and Mexicali among the most frequently served routes.
Los Mochis International Airport operates a single runway measuring 2,007 meters in length. The airport has a runway capacity of approximately 16 aircraft movements per hour.
The airport operates on a scheduled basis for approximately 14 hours per day, between 8:00 a.m. and 10:00 p.m., but is equipped to operate 24 hours a day if required.
The airport has a single main commercial terminal, which includes three gates and eight remote boarding positions serving domestic and international passengers.
At Los Mochis Airport, a partial rehabilitation of the runway and taxiways was carried out through the replacement of concrete pavement slabs and the renewal of asphalt pavement, with the objective of maintaining operational standards and extending the service life of the airside infrastructure.
In addition, the renovation and expansion of the terminal building’s air-conditioning system has commenced, incorporating next-generation equipment with improved energy efficiency, which is expected to enhance operational performance and optimize energy consumption.
As part of the airport’s environmental initiatives, construction commenced on a new wastewater treatment plant, which is expected to enable the reuse of treated water for sanitary services, contributing to more efficient and sustainable water resource management at the airport.
In 2025, 6.7% of the sum of our aeronautical and non-aeronautical revenues generated at Los Mochis International Airport was derived from non-aeronautical revenues.
Manzanillo International Airport
Manzanillo International Airport is our smallest airport in terms of passenger traffic, air traffic movements, and contribution to the sum of aeronautical and non-aeronautical revenues. In 2025, Manzanillo International Airport was the forty-six busiest airport in Mexico in terms of commercial aviation passenger traffic according to the SICT. In 2025, the airport handled 231.2 thousand terminal passengers, representing approximately 0.4% of total terminal passengers at our Mexican airports. Approximately 58.3% of the terminal passengers served were domestic passengers.
Manzanillo International Airport serves the city of Manzanillo and six surrounding municipalities in the State of Colima. The city is located approximately 230 kilometers southeast of Puerto Vallarta and 520 kilometers northwest of Acapulco. The airport primarily serves leisure travelers visiting coastal resorts in Colima and neighboring areas of the State of Jalisco.
A total of five airlines operate at Manzanillo International Airport. The principal carriers are Aeromexico, Alaska Airlines, and WestJet. Certain airlines operate on a seasonal basis, primarily during the high tourist season from November through April. The airport serves six destinations, the main include Mexico City, Los Angeles, and Calgary.
Manzanillo International Airport operates a single runway measuring 2,206 meters in length. The airport has a runway capacity of approximately 17 aircraft movements per hour.
The airport operates on a scheduled basis for approximately 12 hours per day, between 8:00 a.m. and 8:00 p.m., but is equipped to operate 24 hours a day if required.
The terminal facilities include three gates and eight remote boarding positions, serving both domestic and international passengers.
At Manzanillo Airport, during 2025, the rehabilitation of the main runway was initiated, including the replacement of sections of the pavement structure and the installation of a new asphalt surface layer.
The airport offers a limited but focused commercial and service offer aligned with its passenger profile. A food and beverage concept operated by Rapidito Haus has been in operation at the departure lounge since 2022, providing bar and regional food services.
A concession for an F&B unit was granted to the local entity Roller Roll for the pre-security zone. Operations officially commenced during the fourth quarter of 2025.
To support ground transportation services, a new car rental brand, America Car Rental, commenced operations at the airport in July 2023, expanding the airport’s rental car offering.
In addition, banking services were enhanced in 2024 with the integration of Banregio and the installation of an automated teller machine (“ATM”) to improve passenger convenience.
In 2025, 14.2% of our aeronautical and non-aeronautical revenues generated at Manzanillo International Airport were derived from non-aeronautical revenues.
Montego Bay International Airport
Montego Bay International Airport is Jamaica’s main tourist airport. In 2025, Montego Bay airport served 4.4 million terminal passengers. This made it the third busiest airport in the Caribbean region, excluding Cuba, in terms of commercial aviation passenger traffic, according to Airports Council International. In 2025, 100% of the terminal passengers served were international passengers. Of the total passengers in 2025, 75% came from the United States, 13% came from Canada, 9% came from Europe, and 3% from other countries.
Montego Bay International Airport serves as the primary gateway for international air travel to Jamaica, a major international tourist destination. It facilitates the transit of more than 70.0% of the tourists arriving on the island. This airport services mostly tourism, and visiting friends and relatives.
A total of 24 international airlines operate at the airport, providing year-round and seasonal services. Our principal airlines are American Airlines, JetBlue, Delta Airlines, and Southwest Airlines. Airlines serving Montego Bay airport provide service from over 54 airport destinations. Of these, New York, Atlanta, Toronto, Ft. Lauderdale, Charlotte, and Orlando are the most popular.
Montego Bay International Airport operates 18 hours daily between 6:00 a.m. and 12:00 a.m. (midnight). However, it is equipped to operate 24 hours a day if necessary. The airport has one runway measuring 2,653 meters. The runway capacity at this airport is 33 air traffic movements per hour. The airport also has an ILS that assists pilots in poor weather. The airport’s facilities include a main commercial terminal with a large parking facility and a general aviation building. The airport’s main commercial terminal has a total area of approximately 6,000 square meters, as well as an additional 5,657 square meters of parking facilities. The general aviation building has an additional area of 300 square meters. The commercial terminal has 18 gates and 5 remote parking positions.
In 2022 we concluded a major expansion in the terminal including the addition of a new food court, a VIP lounge, retail spaces, and an expanded duty-free area, featuring a variety of new offerings, including technology products, souvenirs, convenience stores, premium Jamaican crafts, and health and beauty items.
We also planned a major refurbishment of the retail area to increase usable commercial space by 48%. Although refurbishment began in March 2021, it faced delays due to the pandemic. Despite these setbacks, the renovated retail spaces opened in the second half of 2022 and now feature a variety of new offerings, including technology products, souvenirs, convenience stores, premium Jamaican crafts, and health and beauty items.
Montego Bay Airport has a total of seven lounges operated by third parties, which include five hotel lounges, one general pay-per-use lounge in the arrivals area, and another in the departures area. A concession agreement was signed with VIP Attractions, trading as Club Mobay, to operate the pay-per-use lounges.
On October 28, 2025, this airport suffered severe damage from the passage of Hurricane Melissa, a category 5 storm. The hurricane brought severe winds, heavy rainfall and widespread disruption throughout the country, with no relevant affectations to the airport. However, many hotels were damaged and were subsequently shuttered, with some having reopening dates set for well into 2026. This has resulted in a corresponding fall-off in traffic and revenues in fourth quarter of 2025.
The following table sets forth revenues, passenger traffic and air traffic movement data for Montego Bay airport in 2023, 2024 and 2025:
January 1 to December 31, 2023
January 1 to December 31, 2024
January 1 to December 31, 2025
Revenues (in thousands of pesos):
Sum of Aeronautical and Non-Aeronautical Revenues
Ps.
2,605,036
Ps.
2,698,389
Ps.
2,658,620
Passenger Traffic (in thousands):
Terminal passengers
5,212
5,057
4,469
International passengers
5,212
5,057
4,469
Domestic passengers
0
0
0
Transit passengers
56
48
26
Air Traffic Movements (1) :
Peak air traffic movements per hour (2)
24
24
24
Runway capacity (3)
33
33
33
Total air traffic movements (in thousands):
44
42
38
Commercial aviation
34
32
30
Charter aviation
0
0
0
General aviation and other
10
10
8
Average passengers per air traffic movement
156
157
149
(1)
Includes departures and landings.
(2)
Includes commercial and general aviation operations (demand).
(3)
Air traffic movements per hour (capacity).
In 2023, 2024, and 2025, approximately 5.3, 5.3, and 5.2 thousand metric tons of cargo, respectively, were transported through the airport.
Kingston International Airport
The passenger profile of Kingston International Airport is business and Visiting Friends and Relatives (“VFR”). In 2025, Kingston airport served 1.8 million terminal passengers. This made it the seventh busiest airport in the Caribbean region, excluding Cuba, in terms of commercial aviation passenger traffic, according to Airports Council International.
A total of 15 international airlines operate at the airport, providing year-round and seasonal services. Kingston International Airport operates 19 hours daily between 2:00 a.m. and 9:00 p.m. However, it is equipped to operate 24 hours a day if necessary. The airport has one runway measuring 2,716 meters. The runway capacity at this airport is 40 air traffic movements per hour. The airport also has an ILS that assists pilots in poor weather. The airport’s facilities include a main commercial terminal with a large parking facility and a general aviation building.
By the end of 2025, Kingston Airport had finalized the design for the new food and beverage, retail, and duty-free areas. Construction works are scheduled to commence in 2026 and are expected to be completed in 2027, at which point the tender process for the commercial locations will be executed.
The following table sets forth revenues, passenger traffic and air traffic movement data for Kingston airport in 2023, 2024, and 2025:
January 1 to December 31, 2023
January 1 to December 31, 2024
January 1 to December 31, 2025
Revenues (in thousands of pesos):
Sum of Aeronautical and Non-Aeronautical Revenues
Ps.
1,187,804
Ps.
1,313,724
Ps.
1,491,976
Passenger Traffic (in thousands):
Terminal passengers
1,748.1
1,777.2
1,841.2
International passengers
1,746.3
1,774.3
1,840.0
Domestic passengers
1.8
2.9
1.2
Transit passengers
3.3
1.5
3.3
Air Traffic Movements (1):
Peak air traffic movements per hour (2)
10
10
10
Runway capacity (3)
40
40
40
Total air traffic movements (in thousands):
Commercial aviation
13.6
13.8
15.3
Charter aviation
1.8
2.4
2.8
General aviation and other
3.2
2.9
2.5
Average passengers per air traffic movement
94.1
92.7
89.0
(1)
Includes departures and landings.
(2)
Includes commercial and general aviation operations (demand).
(3)
Air traffic movements per hour (capacity).
In 2023, 2024, and 2025, NMIA handled approximately 17.1, 26.2, and 20.5 thousand metric tons of cargo, respectively.
Non-Airport Subsidiaries
As a holding company, we manage each of our fourteen airports through an operating subsidiary. In addition to these airport subsidiaries, we also have eight operating subsidiaries. These subsidiaries are (i) Servicios a la Infraestructura Aeroportuaria del Pacífico, S.A. de C.V. (“SIAP”), (ii) Puerta Cero Parking, S.A. de C.V. (“PCP”), (iii) Aerocomercializadora del Pacífico, S.A. de C.V. (“ADP”), (iv) Inmuebles Especializados Matrix, S.A. de C.V. (“IEM”), (v) Aerohoteles del Pacífico, S.A. de C.V. (“AHP”), (vi) Diseños Técnicos de Infraestructura MCE, S.A. de C.V. ("DTI"), (vii) Guadalajara World Trade Center, S.A. de C.V. (“GWTC”) and (viii) OtayConnect S. de R.L. de C.V. (“OTC”). We also have a non-profit foundation, Fundación Grupo Aeroportuario del Pacífico, A.C. (“Fundación GAP”).
SIAP
SIAP was incorporated as a subsidiary in June 1998 to provide technical assistance and corporate services to our airport operating subsidiaries. SIAP was set up as part of the Mexican government’s privatization plan for the airports operated by us.
PCP
PCP was incorporated as a subsidiary on November 28, 2007, and began operations in January 2008. PCP operates our Mexican airport parking lots.
ADP
We incorporated ADP as a subsidiary on February 14, 2018. ADP operates commercial business lines, including VIP lounges and convenience stores.
AHP
We incorporated AHP as a subsidiary on June 5, 2023. AHP operates hotels with other integrated services.
We established this non-profit foundation in May 2013 to provide education to improve social welfare in the communities near our airports. The foundation’s focus is on education. See “Item 4, Information on the Company – Business Overview – Corporate Social Responsibility – Community Initiatives and Philanthropic Efforts – Fundación GAP.”
IEM
On September 27, 2023, through our subsidiary ADP, we carried out a transaction for the acquisition of 100% of the shares of the Mexican company Inmuebles Especializados Matrix, S.A. de C.V. (IEM), which is dedicated to the sublease of cargo operation areas and, hangars.
DTI
We incorporated DTI as a subsidiary on December 29, 2023. DTI carries out the development and execution of projects.
GWTC
We incorporated GWTC as a subsidiary on July 1, 2024, the date in which control of the company was assumed. GWTC is a Group comprised of seven subsidiaries, specializing in handling, storage and custody services for international trade merchandise in facilities qualified as fiscal Bounded Warehouses at the Guadalajara Airport and the Puebla Airport.
OTC
We incorporated OTC as a subsidiary on September 30, 2025. OTC dedicated to providing administrative services and access control to CBX.
Principal Customers
Principal Aeronautical Services Customers
Airline Customers
As of December 31, 2025, 36 international and 7 Mexican airlines operated passenger flights at all our Mexican airports. Volaris is our main airline customer, carrying the most passengers at our Mexican airports. Viva and Aeromexico come next for the second and third largest passengers.
In 2023, 2024, and 2025, revenues from Volaris and the passengers it carried through our airports were Ps.6,801.4 million, Ps.6,205.3 million, and Ps.7,660.6 million. respectively, of which Ps.6,766.2 million, Ps.5,756.8 million, and Ps. 7,110.7 million, respectively, were paid to the airports through passenger charges. Such passenger charges amounted to 26.6%, 21.5%, and 21.9% in that order, of our aeronautical and non-aeronautical revenues for 2023, 2024, and 2025. Revenues from Viva and the passengers they moved through our airports were Ps.2,626.4 million, Ps.2,915.2 million, and Ps.3,660.1 million in 2023, 2024, and 2025, respectively. Of these, Ps.2,620.2 million, Ps.2,740.7 million, and Ps.3,456.2 million, respectively, were paid to the airports in the form of passenger charges. Such passenger charges represented 10.3%, 10.2%, and 10.6% respectively, of the sum of our aeronautical and non-aeronautical revenues for 2023, 2024, and 2025. Revenues from Aeromexico and the passengers it moved through our airports were Ps.1,665.1 million, Ps.1,718.6 million, and Ps.1,967.6 million during 2023, 2024, and 2025, respectively, of which Ps.1,637.2 million, Ps.1,718.6 million, Ps.1,757.5 million respectively, were paid to the airports for the passengers they moved in the form of passenger charges, representing 6.4%, 5.7%, 5.4% respectively, of the sum of our aeronautical and non-aeronautical revenues for 2023, 2024, and 2025.
In 2023, revenues from American Airlines and the passengers it moved through the Montego Bay airport totaled Ps.388.0 million, of which Ps.281.1 million was paid to MBJA as passenger charges. In 2024, revenues from American Airlines and the passengers it moved through the Montego Bay airport totaled Ps.274.1 million, of which Ps.251.4 million was paid to MBJA as passenger charges. In 2025, revenues from American Airlines and the passengers it moved through the Montego Bay airport totaled Ps.362.9 million, of which Ps.287.5 million was paid to MBJA as passenger charges. In 2023, 2024, and 2025, revenues from American Airlines and its passengers represented 13.8%, 10.1%, and 13.7%, respectively, of the sum of aeronautical and non-aeronautical revenues for the Montego Bay airport. However, passenger charges from American Airlines do not represent a significant portion of our total revenues across all airports. In 2023, 2024, and 2025, passenger charges collected by American Airlines at MBJA accounted for 1.2%, 0.9%, and 1.1%, respectively, of total revenues at our airports (1.5%, 1.0%, and 1.3%, respectively, of the sum of aeronautical and non-aeronautical revenues generated in our airports in 2023, 2024, and 2025).
In 2023, revenues from JetBlue Airways Corporation and the passengers it moved through Kingston airport totaled Ps.305.1 million, of which Ps.166.2 million was paid to NMIA as passenger charges. In 2024, revenues from JetBlue Airways Corporation and the passengers it moved through Kingston airport totaled Ps.328.2 million, of which Ps.181.1 million was paid to NMIA as passenger charges. In 2025, revenues from JetBlue Airways Corporation and the passengers it moved through Kingston airport totaled Ps.379.1 million, of which Ps.325.1 million was paid to NMIA as passenger charges. In 2023, 2024, and 2025, revenues from JetBlue Airways Corporation and its passengers represented 25.6%, 24.9%, and 25.4%, respectively, of the sum of aeronautical and non-aeronautical revenues for Kingston airport. However, passenger charges from JetBlue Airways Corporation do not represent a significant portion of our total revenues across all our airports.
In addition to passenger charges (revenues generated by the services provided by airports to passengers), we also earn revenues from aircraft landing, parking charges, and the leasing of space to these airlines.
Complementary services customers
Our principal complementary services clients are our two principal providers of baggage handling services: Menzies Aviation, S.A. de C.V., and Aveespress, S.A. de C.V., which provided Ps.101.8 million and Ps.48.2 million, respectively, in the form of access fees in 2025. Our primary catering clients are Aerococina, S.A. de C.V. and Gate Gourmet & Maasa México, S. de R.L. de C.V., which respectively provided Ps.35.8 million and Ps.10.9 million, respectively, of revenues in the form of access fees in 2025.
Principal Non-Aeronautical Services Customers
As of December 31, 2025, we have signed approximately 1,341 contracts – which is 1.9% more than the 1,316 contracts we had as of December 31, 2024. These contracts were executed with commercial services providers in our Mexican airports, such as retail store operators, duty-free store operators, food and beverage providers, timeshare developers, financial services providers, car rental companies, telecommunications providers, VIP lounges, advertising, travel agencies, tourist information, promotion services, ground transportation, and cargo. The increase in the number of contracts is due to the expansion of commercial areas at our Mexican airports and new business lines.
Our largest commercial customers in terms of revenues paid to us were Priority Pass, Inc. (VIP Lounge; Ps.598.2 million in 2025, Ps.467.5 million in 2024, Ps.387.2 million in 2023; Dufry México, S.A. de C.V. (duty-free stores; Ps.436.1 million in 2025, Ps.398.0 million in 2024, and Ps.402.4 million in 2023), Aerocomidas, S.A. de C.V. (food and beverages; Ps.481.2 million in 2025, Ps.257.6 million in 2024, and Ps.327.3 million in 2023), and Alquiladora de Vehículos Automotores, S.A. de C.V. (car rental; Ps.202.8 million in 2025, Ps.169.6 million in 2024, and Ps.170.6 million in 2023). In Jamaica, MBJA’s biggest commercial customers in terms of revenues paid to MBJA were Dufry Jamaica Limited (duty-free; U.S.$14.0 million in 2025, U.S.$15.0 million in 2024, and U.S.$15.8 million in 2023), VIP Attractions Limited (passenger lounge; U.S.$3.1 million in 2025, U.S.$5.3 million in 2024, and U.S.$4.1 million in 2023) and Express Catering (food and beverages; U.S.$4.7 million in 2025, U.S.$4.6 million in 2024, and U.S.$4.2 million in 2023). NMIA’s most significant commercial customers in terms of revenues paid to NMIA were TM Traders Limited (duty-free; U.S.$3.1 million in 2025, U.S.$3.0 million in 2024, and U.S.$3.2 million in 2023), Two Hampers and A Mule Limited (Retail; U.S.$0.7 million in 2025, U.S.$0.7 million in 2024, and U.S.$0.7 million in 2023) and Island Car Rental Limited (car rental; U.S.$0.7 million in 2025, U.S.$0.6 million in 2024, and U.S.$0.7 million in 2023).
Seasonality
Our business is subject to seasonal fluctuations. In general, demand for air travel is typically higher during the summer months and during the winter holiday season. This is especially true in international markets because there is more vacation travel during these periods. Our results of operations generally reflect this seasonality but have also been impacted by numerous other factors that are not strictly seasonal, including economic conditions, war or threat of war, terrorism or threat of terrorism, weather, air traffic control delays, health crises, and general economic conditions, as well as the other factors discussed above. As a result, our quarterly operations results are not necessarily indicative of the results of the entire year. In addition, historical results of operations do not necessarily indicate future results of operations.
Excluding our airports servicing tourist destinations, our airports generally are natural monopolies in their geographical areas and typically do not face significant competition. However, the Mexican and Jamaican governments could grant additional concessions to operate existing government-managed airports, authorize the construction of airports, or allow existing privately held domestic airports to become international airports and permit them to receive regular domestic and international flights, all of which could lead to increased competition for our airports.
For instance, Los Cabos airport may experience increased competition from a small private airport near Cabo San Lucas. On November 4, 2009, this airport received authorization from the SICT to operate regular commercial routes for domestic and international flights. Consequently, we implemented commercial strategies to improve our level of service. This will ensure we remain the preferred airport option for airlines serving the San Jose del Cabo and Cabo San Lucas corridor. Also, to better serve the private aviation market, in 2021, we began remodeling our state-of-the-art Fixed Base of Operations at the Los Cabos airport to allow us to increase our capacity further, and we redesigned our fee structure to make our service more attractive.
ASA currently operates seven small airports in Mexico’s Pacific and Central regions. We believe these airports collectively account for only a tiny fraction of the passenger traffic in these regions.
In January 2019, the Mexican government announced that it would seek to alleviate congestion at the existing Mexico City International Airport by (i) converting a military air force base located in San Lucia, approximately 40 kilometers (24.9 miles) outside of Mexico City, into a commercial airport and (ii) expanding the Toluca International Airport, which is approximately 60 kilometers (37.3 miles) outside of Mexico City. The Santa Lucia airport began operations in March 2022. There is still uncertainty about the project’s impact on the existing Mexico City International Airport. The timing and capacity expansion of the airport may impact our operations in the future.
During November and December 2023, the SICT assigned 11 concessions for an indefinite term to a newly created state-owned company called Grupo Aeroportuario, Ferroviario, de Servicios Auxiliares y Conexos Olmeca-Maya-Mexica, S.A. de C.V., which is operated by the Mexican Ministry of Defense (Secretaría de la Defensa Nacional - SEDENA). Such assignments include the right to manage, operate, use, and build airports in the states of Sonora, Nuevo León, Tamaulipas, San Luis Potosí, Michoacán, Puebla, Oaxaca, Chiapas, Campeche and Quintana Roo.
In recent years, the Jamaican government has discussed plans to manage commercial passenger traffic in a third international airport, Ian Fleming International Airport, which is in Boscobel, St. Mary, near the resort town of Ocho Rios, besides building a fourth international airport in Jamaica, most likely on the southern coast at Vernamfield, to meet long-term requirements for the growth of air transport. For more information about airport competition, see “Item 3, Key Information – Risk Factors – Risks Related to the Regulation of our Business – The Mexican and Jamaican governments could grant new concessions that compete with our airports.”
The relative attractiveness of the locations we serve depends on many factors, some of which are beyond our control. These factors include the general state of the Mexican economy and the attractiveness of other commercial and industrial centers in Mexico. Due to the nearshoring trend, this may affect the attractiveness of Guadalajara, Tijuana, and other growing industrial centers in our group, such as Hermosillo, Leon, Aguascalientes, and Mexicali.
Because our Puerto Vallarta, Los Cabos, La Paz, Manzanillo, and Montego Bay airports are substantially dependent on tourism, these airports face competition from competing tourist destinations. The main competitors to these airports are those serving vacation destinations in Mexico, such as Acapulco and Cancun, and abroad. These destinations include Hawaii, Puerto Rico, Florida, Cuba, the Dominican Republic, other Caribbean islands, and Central America. In addition, concerning Puerto Vallarta, Los Cabos, La Paz, Manzanillo, and Montego Bay, factors beyond our control include promotional activities and pricing policies of hotel and resort operators, weather conditions, natural disasters (such as hurricanes and earthquakes), security concerns, health crises and the development of new resorts that may be considered more attractive. There can be no assurance that the locations we serve will continue to attract the same level of passenger traffic in the future.
Corporate Social Responsibility
Sustainability and Environmental Responsibility
Environmental Management in Mexico
We maintain an Integrated Management System based on the requirements of ISO 9001 and 14001:2015 (quality and environment) standards, which provide a benchmark for best practices and allow us to measure environmental performance and efficiency. This system has been implemented and is certified in all our Mexican airports.
Additionally, our Master Development Programs included measures prioritizing the reduction of our airports’ environmental impacts through (i) wastewater and sewage separation, (ii) improvements to residual water treatment plants, and (iii) storage of hazardous and other special wastes. In 2023, 2024, and 2025, we invested Ps.189.0 million, Ps.107.9 million, and Ps.132.2 million, respectively, in these projects.
Since 2015, we established the following objectives for our environmental programs: (i) to reduce the consumption of water per passenger, (ii) to increase the use of treated residual water, (iii) to reduce our GHG emissions, (iv) reduce scope 1 GHG emissions, and (v) reduce waste disposed of in landfills per passenger and increase recycling percentages.
The following table sets forth certain performance indicators tracked by our environmental management systems.
Environmental Management Performance Indicators for Mexican Airports
Year ended December 31, (1)
2023
2024
2025
Water consumption (in liters per passenger)
14.6
15.2
15.9
Energy consumption (in kilowatt hours per passenger)
1.55
1.63
1.77
Greenhouse gas (GHG) emissions (in kilograms of CO2 equivalent per passenger) (1)
0.72
0.73
0.58
Hazardous waste generation (in kilograms per passenger)
0.000006
0.00025
0.00026
Special waste generation (in kilograms per passenger)
0.11
0.107
0.132
(1)
Figures calculated with the Emission Factor (EF) published by SEMARNAT for CFE electricity use and fuel combustion. 2024 vary from last report year due to the punishment of updated emission factors by Mexican authorities. 2025 figures are estimated and may vary as emission factors for 2025 have not been published.
Environmental management in Jamaica
Environmental Management by MBJA
To ensure continuous improvement in environmental performance and to meet the requirements outlined in the MBJA Concession Agreement and the International Finance Corporation (“IFC”) Performance Standards, MBJA has established an Environmental Management Plan (“EMP”).
The EMP serves as a guide for business planning across various departments, airport operations, facilitating compliance with local regulations, IFC Performance Standards, and industry best practices. The EMP reflects MBJA’s commitment to incorporating environmental management measures into the airport’s planning, design, construction, and operational processes. The plan outlines specific actions to mitigate the environmental impacts of MBJA’s operations and includesmanagement strategies for the storage of fuel and hazardous materials, stormwater run-off, groundwater issues, preexisting contaminated sites, solid waste, aviation noise, and wildlife hazards. The EMP is overseen by the Environment, Health and Safety Manager.
MBJ has a program for evaluation of its environmental performance through independent audits and assessments, implementing practical recommendations to ensure ongoing improvements in environmental performance and stewardship. The EMP was approved by the JCAA in 2017, with updates being made as needed, and continues to maintain this approval status.
In 2025, MBJ continued with actions undertook in 2024 to conform its environmental management program to ISO14001:2015 EMS standard and obtained certification from Perry Johnson Registrars Inc. Additionally, MBJ achieved Level 1 Airport’s Council International (ACI) Airport Carbon Accreditation in 2021, progressing to Level 2 in 2022, with this certification being maintained. As part of its COVID pandemic response, MBJ pursued and received ACI Airport Health Accreditation (AHA) in 2021, becoming the first Caribbean airport to do so.
Environmental Management by PACKAL
In 2023, PACKAL was integrated into GAP’s Integrated Management System (IMS) and underwent an external audit, resulting in certification that complies with the ISO9001:2015 and ISO14001:2015 standards. This certification was awarded in December 2023. As a result, PACKAL is now subject to GAP’s policies regarding environmental performance, legal compliance, continuous improvement, management review, and future integrated external audits.
In 2025, PACKAL achieved Airport Carbon Accreditation (ACA) Level 2, marking measurable reductions in carbon emissions and reinforcing its commitment to sustainability. During the year, the airport reduced overall energy consumption by 25% despite increased passenger traffic, managed a 15% rise in burnable international waste through its incinerator team, and achieved a 4% reduction in water use compared to the 2022–2024 average. Looking ahead, PACKAL is preparing to pursue ACA Level 3, supported by the Domestic Waste Recycling Project, which will introduce compostable and recyclable waste separation to foster a culture of recycling.
Since 2022, our Mexican airports have been installed 14 photovoltaic systems, generating approximately 11,277,142 kWh of solar energy, representing approximately 11.2% of the total energy consumption of these airports during that period.
At Montego Bay airport, a total installed solar generation capacity of approximately 3 MWH has been implemented since 2021, including an additional 2.0 MWH installed in 2024.
At Kingston airport, installation of a solar photovoltaic plant commenced in 2021, and electricity generation began in 2022.
Accreditations
All of our Mexican airports are enrolled in the “Environmental Quality” certification program administered by the Federal Officer for Environmental Protection (“PROFEPA”). Guanajuato, Morelia, and Puerto Vallarta airports currently hold the highest level of Environmental Performance certification. Aguascalientes, Hermosillo, and La Paz airports are in the process of renewing this certification level. Tijuana and Manzanillo airports hold Level 1 certification under the program.
In addition, all of our airports are registered under the Airport Carbon Accreditation (“ACA”) program from the Airports Council International (“ACI”). As of 2025, Aguascalientes airport renewed its ACA Level 3 (optimization). Puerto Vallarta, Guadalajara, La Paz, Guanajuato, Morelia, Mexicali, and Manzanillo are in the process of renewing their Level 3 accreditation. Hermosillo, Tijuana, and Los Mochis renewed their ACA Level 2 (reduction) accreditation, while Kingston and Montego Bay are in the process of renewing their Level 2 accreditation.
Employee Health and Safety
To guarantee occupational health and safety, as well as institutionalize the prevention of occupational hazards, we have begun to implement a self-administered program promoted by the Ministry of Labor and Social Welfare (Secretaría del Trabajo y Previsión Social), or “STPS,” and based on national and international standards and regulations, to ensure the operation of a safe and clean airport network in Mexico. The voluntary compliance program comprises three levels of recognition: (i) for compliance with health and safety regulations, (ii) for actions that promote continuous improvement in health and safety standards, and (iii) for successful management of health and safety standards. In this program, we have obtained the Level 3 certification for Guadalajara airport.
A key component of the voluntary compliance program is the Safety and Hygiene Commission, which we have established at each airport. These commissions conduct investigations and reviews of the work area, verifying the implementation of the voluntary compliance program and recommending additional improvements to create optimal working conditions. This depends on the airport’s needs. To accomplish our voluntary compliance program goals and to raise awareness among our workers, our workers also received a Safety and Hygiene course about the importance of preventing occupational hazards to mitigate accidents and occupational diseases, generate healthy environments, and comply with the health and safety regulations of the STPS.
Along with these commissions, we have also formed brigades to help minimize the impact and risk through evacuation and first aid plans. The reason for this is any natural phenomenon that could negatively affect the safety of our employees or operations.
In addition, as part of our company policies, we provide an annual general medical review for certain employees. As part of our philosophy of well-being and quality of life, we also allocate approximately Ps.28.9 million per year to organize cultural and sports activities, thus encouraging physical activity. Together, these measures help provide a suitable workplace for our employees, and the relevant safety tools and equipment to prevent accidents and diseases to the extent possible.
In 2020, due to the pandemic, we implemented a home office model to work remotely and preserve the health and safety of our employees. The home office model to work remotely continued with one day per week during 2023, 2024, and 2025. During 2025, the Company conducted several health campaigns that included basic medical check-ups, as well as vision and nutritional assessments.
Our policy is to provide equal employment opportunities to all qualified applicants and to maintain a work environment free from harassment and discrimination. We promote a workplace culture founded on respect, collaboration, and equal opportunity, where all employees are evaluated on the basis of their skills, qualifications, and individual performance.
In 2024, we expanded the scope of our workforce initiatives to address equal opportunity across multiple organizational areas, including recruitment, performance evaluation, and employee development. Our internal committee responsible for these matters supports initiatives aimed at ensuring that all employees have equal access to opportunities, consistent with applicable law.
Since 2009, we have been evaluated by Expansión Magazine as a “Super Company” in Mexico in relation to workplace culture and organizational climate. Since 2013, we have ranked among the top ten companies in Mexico in this publication’s annual workplace culture assessment. On May 4, 2021, the Ministry of Labor and Social Welfare recognized us as an “Empresa Responsable de Buenas Prácticas Laborales” (Responsible Company with Good Labor Practices). In 2024, we qualified for the national ranking and were again recognized among the Top 10 in the Western Region by the Great Place to Work Mexico Institute. In 2025, we obtained the Great Place to Work certification for the fourth consecutive year.
In 2023, we underwent an independent third-party evaluation of our workplace practices and compensation processes under international standards designed to promote equal pay and equal opportunity in the workplace. As a result, we obtained the international EDGE (Equity, Diversity and Gender Equality) certification at the “Assess” level.
With respect to labor relations, we maintain a policy of negotiating collective bargaining agreements and annual wage increases with unions in a manner intended to promote employee welfare, productivity and alignment between employee objectives and business goals. Compensation for non-union employees is reviewed periodically based on performance evaluations and achievement of individual and corporate objectives.
We provide training programs across all levels of the organization. Annual Training Plans are developed in coordination with each business area. During the second half of 2024, we implemented a Leadership Profile Program focused on strengthening managerial capabilities, soft skills and values aligned with our corporate culture. In 2025, we conducted 360-degree assessments for members of the leadership team to further develop managerial competencies.
At the end of 2024, we worked with senior management to formalize a succession planning framework designed to anticipate leadership transitions and support long-term organizational stability and development. This framework is intended to serve as a basis for extending succession planning to deputy directors and management positions.
We continue to evolve our organizational culture through internal initiatives aimed at strengthening collaboration, operational efficiency and productivity, while promoting employee well-being and work-life balance.
Our compensation and benefits packages are designed to remain competitive within the labor markets in the regions where we operate, contributing to employee retention.
Supply Chains and Sourcing
As part of our supplier bidding process, we include our code of ethics as part of the initial information package. We do this to ensure that our suppliers comply with our ethical standards. The terms and conditions of our contract with suppliers then include provisions designed to ensure that our suppliers comply with labor laws and regulations. This includes requirements to monitor legal and regulatory compliance in employer responsibilities and occupational health and safety.
In our supplier development program, we strategically select suppliers based on the contracting amounts, technical complexity of their work or impact on the quality of the service provided by us. Once the provider is selected, visits and face-to-face monitoring are carried out at its facilities to verify, among other things, that the supplier’s policies, guidelines, and processes comply with legal and regulatory requirements, as well as the management’s approach to staff development and the safety of the work environment. Once a contracted supplier has completed their work, we evaluate their performance to determine whether they should be invited to participate in future bids.
Community Initiatives and Philanthropic Efforts
GAP Foundation (Fundación GAP)
GAP Foundation is a non-profit organization established by GAP in May 2013 to improve social welfare in the communities surrounding our airports. The Foundation primarily focuses on education and also participates in other charitable initiatives. Its work is structured around two main pillars. The first, GAP Schools, provides high-quality education for children in disadvantaged communities near the Guadalajara and Los Cabos airports. The second, Community Centers, aims to support employees of the airport community and their families by providing access to formal education and vocational training. This second pillar seeks to reduce educational gaps by helping community members complete elementary, middle, and high school studies, as well as by offering technical courses to strengthen professional skills.
In September 2014, the first GAP School opened near the Guadalajara airport with an initial class of 60 first-grade students. A new grade has been each year. In 2016, a second school opened near the Los Cabos airport, also starting with 60 students. In 2018, a third school opened in the Guadalajara area with 60 students. In 2020, the first middle school opened to serve the inaugural generation from the first Guadalajara school, and in 2022, a second middle school opened in Los Cabos. In 2023, the first GAP High School began operations in Guadalajara with 45 students, with the academic program led by “Tecnológico de Monterrey”. In 2024, a third middle school began operations in Guadalajara. All GAP Schools are part of Red SER, a national association that manages schools serving underserved communities across Mexico and is inspired by KIPP Schools’ teaching methods.
In 2025, the first graduating class of students from GAP Los Cabos Middle School completed their studies. Through GAP Foundation, we awarded 24 scholarships to enable these students to continue their high school education at other private schools in the Los Cabos area.
By the end of 2025, the Foundation served a total of 1,526 students, including 1,036 students in Guadalajara and 490 students in Los Cabos, in addition to the 24 scholarship recipients attending private high schools in Los Cabos. All students receive psychological support and a balanced diet that includes breakfast and lunch. In addition, our four dining halls hold the “Distintivo H” certification, which recognizes compliance with food safety and nutritional quality standards.
Regarding Community Centers, the first four opened in 2019 at the Guadalajara, Los Cabos, Aguascalientes, and Puerto Vallarta airports. In 2021, eight additional centers opened in Tijuana, La Paz, Los Mochis, Hermosillo, Guanajuato, Mexicali, Morelia, and Manzanillo. These centers support airport community employees by offering education and training across four categories: Educational Lag, Aeronautics, Hospitality and Commercial, and Trade Workshops. In 2025, a total of 23,311 people were enrolled across all Community Centers, with 1,579 participating in formal education programs and 21,732 receiving training through more than 5,883 complementary courses.
The Foundation is overseen by a Board of Trustees chaired by Mrs. Diez-Barroso. Each year, the Board of Directors reviews the donation to the Foundation. For 2025, the Board approved a Ps.133.9 million donation, and over the past ten years, GAP has contributed approximately Ps.743.7 million. During 2025, we also received additional third-party donations and hosted, for the third time, a fundraising dinner. Total additional donations received during 2025 amounted to Ps.13.5 million.
Philanthropic Efforts
GAP has received the Socially Responsible Company Distinction from the Mexican Center for Philanthropy (Centro Mexicano para la Filantropía), or CEMEFI, for 17 consecutive years.
In 2025, Fundación GAP awarded the “Premio Emprendedor Social Coparmex Jalisco 2025” to Dizzy al Rescatering, in recognition of its social entrepreneurship business model. The company integrates its event catering services and restaurant operations with a strong social commitment, including the donation of food and resources to individuals in vulnerable situations, with a particular focus on supporting migrant shelters.
This award recognizes social entrepreneurs and includes a monetary prize, the amount of which varies annually. Finalists are reviewed and selected by a Coparmex committee based on the social impact of their initiatives, and Fundación GAP selects the annual recipient based on the potential to generate the greatest social impact.
Lastly, GAP provides scholarships for dependents of our employees. In 2023, 2024, and 2025, we invested Ps.3.9 million, Ps.4.5 million, and Ps.5.3 million, respectively, in these programs.
Sustainability and Regulatory Compliance Commitments
In 2022, we established a long-term sustainability framework structured around four operational areas: environmental stewardship, operational and competitive development, community engagement, and governance. This framework is designed to guide our management of environmental compliance, operational efficiency, and regulatory obligations across our airport network through 2030, with specific performance targets linked to our operating and financial objectives.
We are subject to environmental, social, and governance reporting obligations in Mexico, including under the amended CUE issued by the CNBV, which requires issuers to prepare sustainability reports following ISSB standards beginning with reports covering the 2025 fiscal year. Compliance with these and other applicable regulatory requirements is a key objective of our sustainability framework. Our approach to sustainability is grounded in managing financially material risks and opportunities arising from our operations, including environmental compliance, energy efficiency, water management, and occupational health and safety.
For information on our specific environmental performance metrics and programs, see “— Environmental Management in Mexico” and “Environmental Management in Jamaica” above.
REGULATORY FRAMEWORK
Sources of Mexican Regulation
Principal Laws Governing Our Mexican Operations
The following are the principal laws, regulations and instruments (each as subsequently amended) that govern our business and the operation of our Mexican airports:
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The Mexican General Law of Commercial Corporations (Ley General de Sociedades Mercantiles), enacted August 4, 1934;
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the Mexican Airport Law (Ley de Aeropuertos), enacted December 22, 1995;
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the regulations under the Mexican Airport Law (Reglamento de la Ley de Aeropuertos), enacted February 17, 2000;
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the Mexican Communications Law (Ley de Vías Generales de Comunicación), enacted February 19, 1940;
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the Mexican Civil Aviation Law (Ley de Aviación Civil), enacted May 12, 1995;
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the Mexican Federal Duties Law (Ley Federal de Derechos), enacted December 31, 1981, and revised on an annual basis;
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the Mexican National Assets Law (Ley General de Bienes Nacionales), enacted May 20, 2004;
the Mexican Securities Market Law (Ley del Mercado de Valores), enacted December 30, 2005; and
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the concessions that entitle our subsidiaries to operate our twelve Mexican airports, which were granted on June 29, 1998, and amended on November 15, 1999.
The Mexican Airport Law and the regulations under the Mexican Airport Law establish the general framework regulating the construction, operation, maintenance and development of Mexican airport facilities. The Mexican Airport Law’s stated intent is to promote the expansion, development and modernization of Mexico’s airport infrastructure by encouraging investment and competition.
Under the Mexican Airport Law, a concession granted by the SICT is required to operate, maintain and develop a public service airport in Mexico. A concession generally must be granted pursuant to a public bidding process, except for: (i) concessions granted to (a) entities considered part of “the federal public administration” as defined under Mexican law and (b) any private company the principal shareholder of which is a state or municipal government; (ii) concessions granted to operators of private airports (that have operated privately for five or more years) wishing to begin operating their facilities as public service airports and complying with certain requirements; and (iii) complementary concessions granted to existing concession holders that comply with certain requirements. Complementary concessions may be granted only under certain limited circumstances, such as where an existing concession holder can demonstrate, among other things, that the award of the complementary concession is necessary to satisfy passenger demand.
On June 29, 1998, the SICT granted twelve concessions to operate, maintain and develop the twelve principal airports in Mexico’s Pacific and Central regions to our subsidiaries. Because our subsidiaries were considered entities of the federal public administration at the time the concessions were granted, the concessions were awarded without a public bidding process. However, our privatization, through which our strategic shareholder acquired 15% of our capital stock, was conducted through a public bidding process. Each of our Mexican concessions was amended on November 15, 1999. This amendment was made in order to, among other things, incorporate each airport’s maximum rates and certain other terms as part of the concession.
On February 17, 2000, regulations under the Mexican Airport Law were issued. We believe we are currently complying with the material requirements of the Mexican Airport Law and its regulations. Non-compliance with these regulations could result in fines or other sanctions being assessed by the SICT and are among the violations that could result in the termination of a concession if they were to occur two or more times in a period of ten years.
The Mexican National Assets Law, among other things, establishes regulations relating to concessions granted with respect to property held in the public domain, including the airports that we operate. The Mexican National Assets Law requires concessionaires of real property held in the public domain and used for administrative or non-public purposes to pay a tax and establishes grounds for revocation of concessions for failure to pay applicable taxes, but does not specify which taxes must be paid, including whether certain taxes to municipalities must be paid by a concessionaire.
Under the Mexican Federal Duties Law, each of our subsidiary concession holders is required to pay the Mexican government a concession tax based on its gross annual revenues (excluding revenues from improvements to concession assets) from the use of public domain assets pursuant to the terms of its concession. This concession tax may be revised annually by the Mexican Congress. It was set at a rate of 5% until 2023 and, starting in January 2024, the applicable percentage is 9%. The Mexican concessions establish that any increase in this percentage can be included in the reference value of the next tariff review for the remaining period of the concession, to recover the amount paid and not included in the maximum current rates.
Mexican Airport Law and Civil Aviation Law
On November 8, 2017, changes to the Mexican Airport Law took effect, which modified various regulations, primarily impacting airlines. One of the changes contemplated is the payment of indemnification for passengers delayed for longer than two hours. The revised law further clarifies that payment will be made if the airport concessionaire or airline is at fault for the delay. As of the date hereof, there is no process in place to determine who is responsible for delays. See “Item 3, Key Information – Risk Factors – Risks Related to the Regulation of Our Business – We cannot predict how the laws and regulations governing our business will be applied.”
Recent Amendments to the Mexican Airport Law and the Mexican Civil Aviation Law
On May 3, 2023, the Mexican government published a decree amending the Mexican Airport Law and the Mexican Civil Aviation Law, introducing several changes such as (i) changing the administrative nature of the AFAC from a regulatory agency to a decentralized administrative entity (órgano administrativo desconcentrado) of the Ministry of Infrastructure, Communications, and Transportation; (ii) enhancing the regulatory and supervisory responsibilities of the AFAC over civil aviation matters, which were previously assigned to the SICT, including the issuance of technical and administrative regulations applicable to the master development programs; (iii) authorizing the Ministry of Infrastructure, Communications, and Transportation to grant, for an indefinite term, assignments to state-owned entities for the management,
operation, and, if applicable, construction of airports; (iv) mandating additional obligations for concessionaires to notify the AFAC about changes in the board of directors, amendments to the bylaws, or any change in the corporate structure of the concessionaire; (v) modifying certain causes for revocation of the concessions and establishing applicable sanctions for concessionaires not complying with flight schedules, timetables, among others; (vi) including a list of causes for revocation of permits granted to aerodromes; (vii) to enforce other concessionaires of civil aerodromes to allow the use and provide airport services to military aircraft for search and rescue activities, for providing support in case of disasters and emergencies, (viii) authorizing the SICT to grant assignments to state-owned entities for providing the service of national air transportation, and (ix) prohibiting cabotage practices of foreign airlines in Mexican territory.
Additionally, such amendments to the Mexican Airport Law (Ley de Aeropuertos) and the Mexican Civil Aviation Law (Ley de Aviación Civil) give the AFAC a greater authority over aviation matters, including, among others (i) granting the authorizations and permits established in the Mexican Airport Law, and deciding on their extension, suspension, amendment, termination or revocation, (ii) overseeing compliance with the terms and obligations arising from concessions, assignments, permits and authorizations and other technical-administrative provisions, (iii) issuing air traffic rules, and (iv) establishing the basis for the assignment of landing and take-off schedules of aircrafts in civilian aerodromes with high traffic.
Amendment to Rules for Tariff Regulation
On October 4, 2023, we received a notification from the AFAC, a decentralized entity of the SICT, informing its decision to unilaterally and without any prior communication with us to modify the terms of the rules for tariff regulation set forth in Annex 7 of the concession agreements dated June 29, 1998, as amended, in connection with the airports GAP operates in Mexico’s Pacific Region. Section 10.21 of the concession agreement provides that Annexes 1 through 5 and Annex 7 may be unilaterally amended by the SICT in accordance with applicable law and regulations. On October 19, 2023, AFAC notified us that the new rules have immediate application, however, the Master Development Plan and the current maximum tariffs (approved in the tariff review for the period 2020-2024) remained in place. The modification to the tariffs based on the new tariff base regulation was applied to tariffs starting on January 1, 2025.
The amendments to the rules for tariff regulation include, among others: (i) changes to the discount rate, from cost of capital to weighted average cost of capital, and clarifies some inputs of the formula which were not clear in previous rules; (ii) a claw-back provision related to the excess of real workload units over 3.0% of the workload unit projected in the tariff determination on consolidated basis; (iii) a re-estimation of the reference values of the airports to determine the joint maximum tariff of the period, based on the average traffic units of the last five years; and (iv) a determination of terminal value, taking into consideration the final year of the five-year projection of the ordinary review excluding non-recurring investments, projecting from year six to the end of the concession period.
As of the date of this report, we have completed the process for the tariff adjustments and MDP for 2025-2029 applying the new methodology with a positive result in terms of Maximum Tariffs and MDP, which was announced on August 27, 2024. Even though we obtained a positive outcome, we cannot guarantee that the AFAC or any other regulatory authority will refrain from further amending the terms of the tariff base regulation, which may potentially affect the maximum rates in the next ordinary review. Now, we can confirm that during the process for 2025-2029 period the new regulatory framework was respected.
Mexican Federal Duties Law
On November 13, 2023, the Mexican government published a decree amending the Mexican Federal Duties Law. As a result of such amendment, the concession fee that concession holders must pay for the use of federal airports, was increased from 5.0% to 9.0% of their gross annual revenues derived from such use. The amendment became effective on January 1, 2024.
Federal Economic Competition Commission
The Federal Economic Competition Law (Ley Federal de Competencia Económica), among other things, extinguished the former Federal Competition Commission and created the National Antitrust Commission (Comisión Nacional Antimonopolio), or “CNA,” as an autonomous agency to be the competition authority for all industries except telecommunications and broadcasting. The law grants broader powers to CNA, including the ability to regulate essential facilities, order the divestment of assets and eliminate barriers to competition. The law also sets forth significant changes in connection with mergers and anti-competitive behavior, increases liabilities and the number of fines that may be incurred for violations of the law, and limits the availability of legal defenses against the application of the law. If CNA determines that a specific service or product is an essential facility, it has the ability to regulate access conditions, prices, tariffs or technical conditions. This is for or in connection with the specific service or product. See “Item 3, Key Information – Risk Factors – Risks Related to the Regulation of Our Business – Changes to Mexican laws, regulations, and decrees applicable to us could have a material adverse impact on our operations.”
The SICT is the principal regulator of airports in Mexico and is authorized by the Mexican Regulations, mainly by the Mexican Airport Law to perform primarily the following functions:
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plan, formulate and establish the policies and programs for the development of the national airport system;
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construct, administer and operate airports and airport-related services for the public interest;
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grant, modify and revoke concessions for the operation of airports;
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establish air transit rules and rules regulating take-off and landing schedules through the Mexican Air Traffic Control Authority;
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take all necessary action to create an efficient, competitive and non-discriminatory market for airport-related services, and set forth the minimum operating conditions for airports;
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establish safety regulations;
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close airports entirely or partially when safety requirements are not being met;
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monitor airport facilities to determine their compliance with the Mexican Airport Law, other applicable laws and the terms of the concessions;
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maintain the Mexican aeronautical registry for registrations relating to airports;
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impose penalties for failure to observe and perform the rules under the Mexican Airport Law, the regulations thereunder and the concessions;
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approve any transaction or transactions that directly or indirectly may result in a change of control of a concession holder;
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approve the Master Development Programs prepared by each concession holder every five years;
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determine each airport’s maximum rates;
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approve any agreements entered into between a concession holder and a third party providing airport or complementary services at its airport; and
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perform any other function specified by the Mexican Airport Law.
In addition, under the Mexican Organic Law of the Federal Public Administration (Ley Orgánica de la Administración Pública Federal), the Mexican Airport Law and the Mexican Civil Aviation Law, the SICT is required to provide air traffic control, radio assistance and aeronautical communications at Mexico’s airports. The SICT offers these services through the Mexican Air Traffic Control Authority, which is a division of the SICT. Since 1978, the Mexican air traffic control authority has provided air traffic control for Mexico’s airports.
Mexican Airport Concessions
Scope of Concessions
We hold concessions granted to us by the Mexican government to operate, maintain and develop twelve airports in the Pacific and Central regions of Mexico in accordance with the Mexican Airport Law. As authorized under the Mexican Airport Law, each of the concessions is held by our subsidiaries for an initial 50-year term, each of which terms began on November 1, 1998. This initial term of each of our Mexican concessions may be renewed for one or more terms for up to an additional 50 years, subject to the concession holder’s acceptance of any new conditions imposed by the SICT and to its compliance with the terms of its concession. Each of the concessions held by our subsidiary concession holders allows the relevant concession holder, during the term of the concession, to: (i) operate, maintain and develop its airport and carry out any necessary construction in order to render airport, complementary and commercial services as provided under the Mexican Airport Law and the regulations thereunder; and (ii) use and develop the assets that comprise the airport that is the subject of the concession (consisting of the airport’s real estate and improvements but excluding assets used in connection with fuel supply and storage). These assets are government-owned assets, subject to the Mexican National Assets Law. Upon expiration of a concession, these assets, together with any improvements thereto, automatically revert to the Mexican government.
Concession holders are required to provide airport security, which must include contingent and emergency plans in accordance with the regulations under the Mexican Airport Law. Security regulations must be implemented in accordance with the requirements set forth in the National Program for Airport Security (Plan Nacional de Seguridad Aeroportuaria). In addition, the regulations pertaining to the Mexican Airport Law specify that an airport concession holder is responsible for inspecting passengers and their carry-on baggage before they reach the departure gates, while the transporting airline is responsible for the inspection of checked baggage and cargo. If public order or national security is endangered, the proper federal authorities are authorized to act to protect the safety of aircraft, passengers, cargo, mail, installations and equipment.
The shares of a concession holder and the rights under a concession may be subject to a lien only with the approval of the SICT. No agreement documenting liens approved by the SICT may allow the beneficiary of a pledge to become a concession holder under any circumstances.
A concession holder may not assign any of its rights or obligations under its concession without the authorization of the SICT. The SICT is authorized to consent to an assignment only if the proposed assignee satisfies the requirements to be a concession holder under the Mexican Airport Law, undertakes to comply with the obligations under the relevant concession and agrees to any other conditions that the SICT may require.
General Obligations of Concession Holders
The concessions impose certain obligations on the concession holders, including, among others: (i) the obligation to pay the concession tax described above; (ii) the obligation to deliver concession services in a continuous, public and non-discriminatory manner; (iii) the obligation to maintain the airports in proper working condition; and (iv) the obligation to make investments with respect to the infrastructure and equipment in accordance with the Master Development Programs and the concessions.
Each concession holder and any third-party providing services at an airport is required to carry insurance in specified amounts and covering specified risks, such as damage to persons and property at the airport, in each case as specified by the SICT. To date, the SICT has not specified the required amounts of insurance. We may be required to obtain additional insurance once these amounts are established. We and our subsidiary concession holders are jointly and severally liable to the SICT for the performance of all obligations under the concessions held by our subsidiaries. Each of our subsidiary concession holders is responsible for the performance of the obligations set forth in its concession and in the Master Development Programs, including the obligations arising from third-party contracts, as well as for any damages to Mexican government-owned assets that they use and to third-party airport users. In the event of a breach of the concession held by any one of our subsidiaries, the SICT is entitled to revoke the concession held by all of our subsidiaries.
Classification of Services Provided at Airports
The Mexican Airport Law and the regulations thereunder classify the services that may be rendered at an airport into the following three categories:
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Airport Services. Airport services may be rendered only by the holder of a concession or a third party that has entered into an agreement with the concession holder. This agreement is to provide such services. These services include the following:
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the use of airport runways, taxiways and aprons for landing, aircraft parking and departure;
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the use of hangars, passenger walkways, airport buses and car parking facilities;
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the provision of airport security services, rescue and firefighting services, ground traffic control, lighting and visual aids;
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the general use of terminal space and other infrastructure by aircraft, passengers and cargo; and
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the provision of access to an airport to third parties providing complementary services (as defined in the Mexican Airport Law) and third parties providing permanent ground transportation services (such as taxis).
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Complementary Services. Complementary services may be rendered by an airline, by the airport operator or by a third party under agreements with airlines and the airport operator. These services include ramp and handling services, passenger check-in, aircraft security, catering, cleaning, maintenance, repair and fuel supply and related activities that provide support to air carriers.
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Commercial Services. Commercial services are services that are not considered essential to the operation of an airport or aircraft. The list includes, among others, retailers, restaurants, banks and advertisers to whom we lease space.
A third party providing complementary or commercial services to an airport is required to do so only pursuant to a written agreement with the relevant concession holder. On November 1, 2012, we entered into an agreement with a third party with respect to the provision of airbus and passenger walkway services at all of our airports. Accordingly, we no longer provide these services directly. As of the date of this
report, this is the only agreement with a third party regarding the provision of regulated services. All agreements relating to airport or complementary services are required to be approved by the SICT. The Mexican Airport Law provides that the concession holder is jointly liable with these third parties for compliance with the terms of the relevant concession with respect to the services provided by such third parties. All third-party service providers are required to be corporations incorporated under Mexican law.
Until 2024, the operation of passenger boarding bridges and apron buses at the airport was carried out by an independent third party that maintained direct commercial relationships with the airlines. As a result, we only recognized revenues related to the recovery of costs associated with the energy consumption of passenger boarding bridges, as well as a per-unit fee for the use of passenger boarding bridges and apron buses. As of 2025, we assumed the direct management of passenger boarding bridges and apron bus services at the airports.
Airport and complementary services are required to be provided to all users in a uniform and regular manner, without discrimination as to quality, access or price. Concession holders are required to provide airport and complementary services on a priority basis to military aircraft, disaster support aircraft and aircraft experiencing emergencies. Airport and complementary services are required to be provided at no cost to military aircraft and aircraft performing national security activities. The concession holders have no and do not provide complementary services, as these services are provided by third parties.
In the event of force majeure, the SICT may impose additional regulations governing the provision of services at airports, but only to the extent necessary to address the force majeure event. The Mexican Airport Law allows the airport administrator appointed by a concession holder to suspend the provision of airport services in the event of force majeure. See “Item 3, Key Information – Risk Factors – Risks Related to the Regulation of Our Business – The Mexican government may terminate or re-acquire our Mexican concessions under various circumstances, some of which are beyond our control.”
A concession holder is also required to take all necessary measures to create a competitive market for complementary services. A concession holder may not limit the number of providers of complementary services at its airport, except in instances where space, efficiency and/or safety considerations warrant such limitations. If a concession holder denies entry to any complementary service provider for reasons other than the above, such service provider may file a complaint with the SICT. The SICT shall determine within 60 days of the filing of the complaint whether entry of the service provider into the airport shall be authorized.
Master Development Programs
Each concession holder is required to submit to the SICT a Master Development Program describing, among other things, the concession holder’s construction and maintenance plans.
Each Master Development Program must be updated every five years and resubmitted for approval to the SICT. Upon such approval, the Master Development Program is deemed a part of the relevant concession. Any major construction, renovation, or expansion of an airport may only be made with the approval of the SICT, according to a concession holder’s Master Development Program.
Information required to be presented in the Master Development Programs includes:
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airport growth and development expectations;
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fifteen-year projections for air traffic demand (including passenger, cargo, and operations);
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construction, conservation, maintenance, expansion, and modernization programs for infrastructure, facilities, and equipment;
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a binding five-year detailed investment program and planned major investments for the following ten years;
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descriptive airport plans specifying the distinct uses for the corresponding airport areas;
Each concession provides for 24 months for the preparation and submission of the concession holder’s Master Development Program and requires the concession holder to engage recognized independent consultants to conduct polls among airport users concerning current and expected quality standards to prepare air traffic projections and assess investment requirements. The concession holder must submit a draft of the Master Development Program to an operations committee (Comité de Operación y Horarios), composed of each of the airport’s principal users, for their review and comments six months prior to its submission for approval to the SICT. Further, the concession holder must submit, six months prior to the expiration of the five-year term, the new Master Development Program to the SICT. The SICT may request additional information or clarification as well as seek further comments from airport users. The Ministry of Defense (Secretaría de Defensa Nacional) may also comment on the Master Development Programs.
Any major construction project, renovation or expansion related to an airport can only be done pursuant to the Master Development Program of the concession holder or with the approval of the SICT. We are required to spend the full amounts set forth in each investment program under our Master Development Programs.
Changes to a Master Development Program, including the related investment program, require the approval of the SICT. This is except for emergency repairs and minor works that do not adversely affect an airport’s operations.
Once capital expenditures related to the Master Development Programs are established, they are adjusted annually according to Mexican PPI’s construction price index increases. The concessionaire is obligated to meet the adjusted amounts.
On August 27, 2024, the SICT approved new maximum tariffs and Master Development Programs for the five-year period from 2025-2029 for each of our Mexican airports. The combined maximum tariffs are expressed in workload units for each airport and were determined by the SICT based on traffic projections, operating costs, and capital investments included in the Master Development Programs, as well as in accordance with pre-determined parameters for the calculation of the maximum tariff outlined in the concession for each airport.
We allocated 81.9% of our committed investments for the 2025-2029 period to our Guadalajara, Tijuana, Los Cabos, and Puerto Vallarta airports. The investments in the new Master Development Programs for the 2025-2029 period represent the sixth investment period within the terms of our concessions and represent an increase of 88.5% compared to the 2020-2024 period. These committed investments reflect the highest investment amounts committed to date.
Our Master Development Programs are approved by the SICT for periods of five years, as stated in our Mexican concessions. We are required to comply with the five-year period investment obligations under the Master Development Programs, and the SICT may apply sanctions if we do not so comply. Recently, the SICT reviewed our compliance on an annual basis. The SICT may choose to do this revision officially and apply sanctions annually if it determines that we have failed in our investment obligations. In March 2024, 2025, and 2026, the SCT certified our compliance with our Master Development Programs through 2023, 2024, and 2025, respectively. For a description of the latest amendment to the rules for tariff regulation effective as of October 2023, see “Item 4, Information on the Company – Regulatory Framework – Sources of Mexican Regulation.”
Mexican Aeronautical Services Regulation
The Mexican Airport Law directs the SICT to establish price regulations for services without a competitive market, as determined by the Mexican Antitrust Commission. In 1999, the Mexican Antitrust Commission ruled that competitive markets generally do not exist for airport services and airport access provided to third parties rendering complementary services. This ruling authorized the SICT to establish regulations governing the prices that may be charged for airport services. In addition, access fees may be charged to third parties rendering complementary services at our airports. On November 15, 1999, a revised regulation, the Rules for Tariff Regulation (Regulación Tarifaria), was incorporated into the terms of each of our Mexican concessions, which was amended on October 19, 2023. This regulation provides a framework for the SICT to set five-year maximum rates. See “Item 3, Key Information – Risk Factors – Risks Related to the Regulation of Our Business – Changes to Mexican laws, regulations and decrees applicable to us could have a material adverse impact on our results of operations.” For a description of the latest amendment to the rules for tariff regulation effective as of October 2023, see “Item 4, Information on the Company – Regulatory Framework – Sources of Mexican Regulation.”
Regulated Revenues
The majority of our revenues are derived from providing aeronautical services, which generally are related to the use of airport facilities by airlines and passengers and principally consist of a fee for each departing passenger, aircraft landing fees based on an aircraft’s weight and arrival time, an aircraft parking fee, a fee for the transfer of passengers from an aircraft to the terminal building, a security charge for each
departing passenger and the leasing of space to, and collection of access fees from, third parties that provide complementary services at our airports.
All our revenues from aeronautical services are subject to a price regulation system established by the SICT. Under this price regulation system, the SICT establishes a maximum rate for each airport every year for a five-year period. The maximum rate is the maximum amount of revenue per workload unit earned at an airport each year from regulated revenue sources. Under this regulation, a workload unit is equivalent to one passenger, or 100 kilograms (220 pounds) of cargo, including those transported in passenger airplanes. The combined maximum tariffs are expressed in workload units for each airport and were determined based on (i) projected workload units, (ii) capital investments, and (iii) the operating expenses authorized for the five-year period in the Master Development Programs.
The maximum tariffs for the 2025-2029 five-year period are expressed in constant pesos as of December 31, 2023. They are adjusted by the inflation rate according to the Mexican PPI, excluding petroleum, and by the efficiency factor at the end of any given year. Since the inflation rate for each applicable year, as measured in terms of the variation of the Mexican PPI, excluding petroleum, is not known at the beginning of the application of the maximum tariffs negotiated with the Mexican Directorate General of Civil Aviation, the adjustment for inflation is not included in the maximum rates set at the beginning of each five-year period. These adjusted tariffs will be applicable once they are published.
We can set the specific prices for each aeronautical service every six months (or more frequently if accumulated inflation since the last adjustment exceeds 5%) as long as the combined revenues from regulated services at an airport do not exceed the maximum rate per workload unit at that airport. Each year, the SICT certifies that our regulated revenues divided by workload units are equal to or below the established maximum rate for the period. The SICT has reviewed our maximum rates and certified that we did not collect revenues in excess of the permitted level in 2022, 2023, and 2024. The review for 2025 will take place during the second quarter of 2026. Since our aggregate revenues resulting from regulated services are not otherwise restricted, passenger and cargo traffic increases permit greater revenues overall within each five-year interval for which maximum rates are established. However, according to the Rules for Tariff Regulation effective since October 19, 2023, there is a claw-back provision related to the excess of workload units over 3.0% of the workload unit projected in the tariff determination on a consolidated basis beginning in the 2025-2029 period.
In 2023, 2024, and 2025, approximately 56.5%, 55.7%, and 54.1%, respectively, of our Mexican airports’ total revenues were earned from aeronautical services subject to price regulation under our maximum rates (76.2%, 70.1%, and 69.7%, respectively, of the sum of aeronautical and non-aeronautical revenues).
Our revenues from non-aeronautical services, including those we earn from most commercial activities in our terminals, are not regulated under our maximum-rate price regulation system and are therefore not subject to a ceiling under any regulation. For a description of how we classify our revenues into aeronautical and non-aeronautical services, see “Item 5, Operating and Financial Review and Prospects – Overview – Classification of Revenues.”
Maximum Rates
Each airport’s maximum rate is determined by the SICT based on a general framework established in our Mexican concessions. This framework reflects, among other factors, projections of an airport’s revenues, operating costs and capital expenditures, as well as the estimated cost of capital related to regulated services. It also includes projected annual efficiency adjustments determined by the SICT. The schedule of maximum rates for each airport is established every five years.
Maximum Rates for 2025 through 2029
On August 27, 2024, the SICT set new airport maximum rates for the five-year period from January 1, 2025, through December 31, 2029, expressed in constant pesos as of December 31, 2023. These maximum rates are subject to adjustment only as described above or under the limited circumstances described below under “Special Adjustments to Maximum Rates.” See “Item 3, Key Information – Risk Factors – Risks Related to the Regulation of Our Business – We provide a public service regulated by the governments of Mexico and Jamaica, and our flexibility in managing our aeronautical activities is limited by the regulatory environments in which we operate.” The following table sets forth the maximum rates for each of our airports under the Master Development Programs that went into effect as of January 1, 2025:
Expressed in constant pesos as of December 31, 2023, and applying the efficiency factor described below under “Methodology for Determining Future Maximum Rates.”
Methodology for Determining Future Maximum Rates
The rules for tariff regulation, as amended, provide that each airport’s annual maximum rates are to be determined at five-year intervals based on the following variables:
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Projections for the next fifteen years of workload units, as well as operating costs and expenses related to services subject to price regulation and pre-tax earnings from services subject to price regulation for the next 5 years. The concessions provide that projections for workload units are to be derived from the terms of the relevant concession holder’s Master Development Program for the following fifteen years;
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Projections for the following fifteen years of capital expenditures related to regulated services, based on air traffic forecasts and quality standards for services to be derived from the Master Development Programs;
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Reference values, which initially were established in the concessions and are designed to reflect the net present value of the regulated revenues minus the corresponding regulated operating costs and expenses (excluding amortization and depreciation), and capital expenditures related to the provision of regulated services plus a terminal value;
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A discount rate to be determined by the SICT. The concessions provide that the discount rate shall be based on the weighted average cost of capital formula (on a pre-tax basis), as well as Mexican economic conditions. The concessions provide that the discount rate shall include the risk-free rate of return based on the average over the last five years of the return on dollar-denominated UMS (United Mexican States) bonds issue in the global markets with maturity periods of between 5 and 30 years, plus a market-risk premium based on the premium paid by the market for investment in assets on the stock market; and
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An efficiency factor to be determined by the SICT expressed in decimals. The maximum rates applicable to our airports reflect a projected annual efficiency improvement of 0.80% for the five-year period from January 1, 2025, through December 31, 2029.
Our Mexican concessions specify a discounted cash flow formula to be used by the SICT to determine the maximum rates that, given the projected earnings before interest, taxes, depreciation and amortization, capital expenditures and discount rate, would result in a net present value equal to the reference values established in connection with the last determination of maximum rates. The maximum rates ultimately established by the SICT historically have resulted from a determination the SICT and us regarding these variables. Once the maximum rates are established, they must be adjusted each year by the efficiency factor and by the Mexican PPI, excluding petroleum. Also, once the maximum rates are established based in part on the capital expenditures included in our Master Development Programs, the capital expenditures must be adjusted according to the Mexican PPI’s construction price index.
The concessions provide that each airport’s reference values, and discount rate and the other variables used in calculating the maximum rates do not in any manner represent an undertaking by the SICT or the Mexican government as to the profitability of any concession holder. Therefore, whether or not the maximum rates (or the amounts up to the maximum rates that we are able to collect) multiplied by workload units at any airport generate a profit or exceed our profit estimates, or reflect the actual profitability, discount rates, capital expenditures or productivity gains at that airport over the five-year period, we are not entitled to any adjustment to compensate for any shortfall. On the other hand, from the seventh ordinary period of determination of the Joint Maximum Tariff, a comparison will first be made of forecast traffic units in the immediately preceding five-year period against the actual traffic results over the same time. If there is an accumulated difference greater than 3.0% in the airport group, an adjustment will be made to the reference value (year six according to the authorization document) to be used for the new calculation. The economic value resulting from the excess traffic units above 3% will be deducted from the reference value for year 6 of the five-year period immediately preceding the regular review. Economic value means regulated revenue less concession fees on the excess income.
To the extent that such aggregate revenues per workload unit exceed the relevant maximum rate, the SICT may proportionately reduce the maximum rate in the immediately subsequent year. In addition, it may assess penalties equivalent to 1,000 to 50,000 times the general minimum wage in Mexico. On January 1, 2026, the daily general minimum wage in Mexico was Ps.278.8. As a result, the highest penalty at such date could have been approximately Ps.13.9 million (approximately U.S.$774.1 thousand) per airport.
As established by the SICT, the calculation of workload units does not include transit passengers for subsequent years. The current workload unit calculation is therefore equal to one terminal passenger or 100 kilograms (220 pounds) of cargo.
Special Adjustments to Maximum Rates
Once determined, each airport’s maximum rates are subject to special adjustment only under the following circumstances:
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Change in law or natural disasters. A concession holder may request an adjustment to its maximum rates if a change in law with respect to quality standards or safety and environmental protection results in operating costs or capital expenditures that were not contemplated when its maximum rates were determined. In addition, a concession holder may also request an adjustment to its maximum rates if a natural disaster affects demand or requires unanticipated capital expenditures. There can be no assurance that any request on these grounds will be approved.
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Macroeconomic conditions. A concession holder may request an adjustment in its maximum rates if, as a result of a decrease of at least 5% in Mexican GDP in a twelve-month period, the workload units processed at the concession holder’s airport are less than those projected when its Master Development Program was approved. To grant an adjustment under these circumstances, the SICT must have already allowed the concession holder to decrease its projected capital improvements under its Master Development Program. This is a result of the decline in passenger traffic volume. There can be no assurance that any request on these grounds will be approved.
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Increase in concession tax under Mexican Federal Duties Law. An increase in duty payable by a concession holder under the Mexican Federal Duties Law entitles the concession holder to request an adjustment in its maximum rates. There can be no assurance that any request on these grounds will be approved.
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Failure to make the required investments or improvements. The SICT annually reviews each concession holder’s compliance with its Master Development Program (including the provision of services and the making of capital investments). If a concession holder fails to satisfy any of the investment commitments contained in its Master Development Program, the SICT is entitled to decrease the concession holder’s maximum rates and assess penalties.
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Excess revenues. In the event that revenues subject to price regulation per workload unit in any year exceed the applicable maximum rate, the maximum rate for the following year will be decreased to compensate airport users for overpayment in the previous year. Under these circumstances, the SICT is also entitled to assess penalties against the concession holder.
Other Regulation of Mexican Concessions and Concession Assets
Ownership Commitments and Restrictions
The Mexican concessions require us to retain a 51% direct ownership interest in each of our twelve Mexican concession holders throughout the term of these concessions. Any acquisition by us or by one of our Mexican concession holders of any additional Mexican airport concessions or a beneficial interest of 30% or more in another Mexican concession holder requires the consent of the Mexican Antitrust Commission. In addition, Mexican concessions prohibit us and our concession holders, collectively or individually, from acquiring more than one concession for the operation of an airport along each of Mexico’s southern and northern borders.
Air carriers are prohibited under the Mexican Airport Law from controlling or beneficially owning 5% or more of the shares of a holder of an airport concession. We, and each of our subsidiaries, are similarly restricted from owning 5% or more of the shares of any air carrier.
Foreign governments acting in a sovereign capacity are prohibited from owning any direct or indirect equity interest in the holder of an airport concession.
Reporting, Information and Consent Requirements
Mexican concession holders and third parties providing services at airports are required to grant the SICT access to all airport facilities and information relating to an airport’s construction, operation, maintenance, and development. Each Mexican concession holder is obligated to maintain statistical records of operations and air traffic movements at its airport. In addition, it is obligatory to provide the SICT with any information that it may request. Each Mexican concession holder is also required to publish its annual audited financial statements in a principal Mexican newspaper within the first four months of each year.
The Mexican Airport Law provides that any person or group directly or indirectly acquiring control of a concession holder is required to obtain the consent of the SICT for such control acquisition. For purposes of this requirement, control is deemed to be acquired in the following circumstances:
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if a person acquires 35% or more of the shares of a concession holder;
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if a person has the ability to control the outcome of meetings of the shareholders of a concession holder;
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if a person has the ability to appoint a majority of the members of the board of directors of a concession holder or
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if a person by any other means acquires control of an airport.
Pursuant to the regulations under the Mexican Airport Law, any company acquiring control of a Mexican concession holder is deemed to be jointly and severally liable to the concession holder for the performance of the terms and conditions of the concession.
The SICT requires notification of any change in a concession holder’s chief executive officer, board of directors, or management. A concession holder is also required to notify the SICT at least 90 days prior to the adoption of any amendment to its bylaws concerning the dissolution, corporate purpose, merger, transformation, or spin-off of the concession holder.
Termination of Concessions
Under the Mexican Airport Law and the terms of the concessions, a concession may be terminated upon any of the following events:
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the expiration of its term;
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its surrender by the concession holder;
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the revocation of the concession by the SICT;
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the reversion (rescate) of the Mexican government-owned assets that are the subject of the concession (principally real estate, improvements and other infrastructure);
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the inability to achieve the purpose of the concession, except in the event of force majeure;
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the dissolution, liquidation or bankruptcy of the concession holder; or
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the failure by the concession holder to satisfy the shareholding obligations set forth in the concession.
Following a concession’s termination, the concession holder remains liable for the performance of its obligations during the term of the concession.
A concession may be revoked by the SICT under certain conditions, including:
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the failure by a concession holder to operate, maintain and develop an airport pursuant to the terms established in the concession;
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the failure by a concession holder to maintain insurance as required under the Mexican Airport Law;
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the assignment, encumbrance, transfer or sale of a concession, any of the rights thereunder or the assets underlying the concession in violation of the Mexican Airport Law;
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any alteration of the nature or condition of an airport’s facilities without the authorization of the SICT;
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use, with a concession holder’s consent or without the approval of air traffic control authorities, of an airport by any aircraft that does not comply with the requirements of the Mexican Civil Aviation Law, that has not been authorized by the Mexican Air Traffic Control Authority, or that is involved in the commission of a felony;
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knowingly appointing a chief executive officer or board member of a concession holder that is not qualified to perform his functions under the law as a result of having violated criminal laws;
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the failure by the concession holder to pay the Mexican government the airport concession tax;
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failure to own at least 51% of the capital stock of subsidiary concession holders;
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violation of the safety regulations established in the Mexican Airport Law and other applicable laws;
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total or partial interruption of the operation of an airport or its airport or complementary services without just cause;
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the failure to maintain an airport’s facilities;
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the provision of unauthorized services;
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the failure to indemnify a third party for damages caused by the provision of services by the concession holder or a third-party service provider;
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charging prices higher than those registered with the SICT for regulated services or exceeding the applicable maximum rate;
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any act or omission that impedes the ability of other service providers or authorities to carry out their functions within an airport; or
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any other failure to comply with the Mexican Airport Law, its regulations and the terms of a concession.
The SICT is entitled to revoke a concession without prior notice as a result of the first six events described above. Regarding the other violations listed above, violations may result in revocation of a concession only if sanctions have been imposed at least two times for the same cause in a ten-year period.
Pursuant to the terms of our Mexican concessions, in the event the SICT revokes one of our Mexican concessions, it is entitled to revoke all of our Mexican concessions.
According to the Mexican National Assets Law, the surface area of our airports and improvements to such space are government-owned assets. A concession concerning government-owned assets may be “rescued,” or reverted to the Mexican government prior to the concession’s expiration, when considered necessary for the public interest. In exchange, the Mexican government is required to pay compensation as determined by expert appraisers. Following a declaration of reversion (rescate), the assets that were subject to the concession are automatically returned to the Mexican government.
In the event of war, public disturbances or threats to national security, the Mexican government may assume the operation (requisa) of any airport and any airport assets, as well as any airport and complementary services. Such government action may exist only during the duration of an emergency. Except in the case of war, the Mexican federal government is required to compensate all affected parties for any damages or losses suffered as a result of such government action. If the Mexican government and a concession holder cannot agree as to the appropriate amount of damages or losses, the amount of damages must be determined by experts jointly appointed by both parties and the amount of losses must be determined based on the average net income of the concession holder during the previous year.
The Mexican Airport Law provides that a sanction of up to 200,000 times the general daily minimum wage in Mexico may be assessed for failure to comply with the law or the terms of a concession. Such sanctions may be duplicated in the event of reiterative failures to comply. As a result, the maximum penalty on January 1, 2026, was Ps.55.8 million (U.S.$.3.1 million) for an individual failure to comply.
Consequences of Termination or Revocation of a Concession
Upon termination, whether due to expiration or revocation, the real estate and fixtures that were the subject of the concession automatically revert to the Mexican government. In addition, upon termination, the Mexican federal government has a preemptive right to acquire all other assets used by the concession holder to provide services under the concession. These assets will be purchased at prices established by expert appraisers appointed by the SICT. Alternatively, the Mexican government may lease these assets for up to five years at fair market rates as determined by expert appraisers selected by the Mexican government and the concession holder. If there is a discrepancy between appraisals, a third expert appraiser must be jointly appointed by the Mexican government and the concession holder. If the concession holder does not appoint an expert appraiser, or if such appraiser fails to determine a price, the determination of the appraiser appointed by the Mexican government will be conclusive. If the Mexican government chooses to lease the assets, it may thereafter purchase the assets at their fair market value. This is determined by an expert appraiser appointed by the Mexican government.
The Mexican Communications Law, however, provides that upon expiration, termination, or revocation of a concession, all assets necessary to operate the airports will revert to the Mexican government at no cost and free of any liens or other encumbrances. There is substantial doubt as to whether the provisions of our Mexican concessions will prevail over those of the Mexican Communications Law. Accordingly, there can be no assurance that upon expiration or termination of our Mexican concessions, the assets used by our subsidiary concession holders to provide services at our airports will not revert to the Mexican government, free of charge, together with government-owned assets and improvements permanently attached thereto.
Grants of New Mexican Concessions
The Mexican government may grant new concessions to manage, operate, develop, and construct airports. Such concessions may be granted through a public bidding process in which bidders must demonstrate their technical, legal, managerial, and financial capabilities. Under certain circumstances, the Federal Competition Commission has the power to prohibit a party from bidding and cancel an award after the process has concluded. In addition, the government may grant concessions without a public bidding process to the following entities:
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any person who holds a permit to operate a civil aerodrome and intends to transform the aerodrome into an airport so long as (i) the proposed change is consistent with the national airport development programs and policies, (ii) the civil aerodrome has been in continuous operation for the previous five years, and (iii) the permit holder complies with all requirements of the concession;
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a current concession holder when necessary to meet increased demand so long as: (i) a new airport is necessary to increase existing capacity, (ii) the operation of both airports by a single concession holder is more efficient than other options, and (iii) the concession holder complies with all requirements of the concession;
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a current concession holder when it is in the public interest for its airport to be relocated;
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entities in the federal public administration and
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commercial entities in which local or municipal governments have a majority equity interest if the entities’ corporate purpose is to manage, operate, develop, and/or construct airports.
Mexican Environmental Regulation
Legislative Framework
Our operations are subject to Mexican federal, state, and municipal laws and regulations relating protecting the environment. The primary federal environmental laws applicable to our operations are: (i) the General Law of Ecological Balance and Environmental Protection (Ley General de Equilibrio Ecológico y Protección Ambiental, or the “General Environmental Law”) and its regulations, which are administered by the Ministry of the Environment and Natural Resources (Secretaría de Medio Ambiente y Recursos Naturales) and enforced by the Ministry’s enforcement branch, the Federal Office for the Protection of the Environment (Procuraduría Federal de Protección al Ambiente); (ii) the General Law for the Prevention and Integral Management of Waste (Ley General para la Prevención y Gestión Integral de los Residuos, or the “Law on Waste”), which is also administered by the Ministry of the Environment and Natural Resources and enforced by the Federal Office for the Protection of the Environment; and (iii) the National Waters Law (Ley de Aguas Nacionales) and its regulations, which are administered and enforced by the National Waters Commission (Comisión Nacional del Agua), also a branch of the Ministry of the Environment and Natural Resources.
Under the General Environmental Law, regulations concerning air pollution, environmental impact, land use, soil contamination, noise control, hazardous waste, environmental audits, and natural protected areas have been enacted. The General Environmental Law also regulates, among other things, vibrations, thermal energy, and visual pollution. However, the Mexican government has not yet issued enforceable regulations on the majority of these matters. The General Environmental Law additionally provides that companies contaminating soils are responsible for their clean-up. Further, according to the Waste Law, owners and/or possessors of property with soil contamination are jointly and severally liable for the remediation of such contaminated sites. This liability is independent of any recourse or other actions such owners and/or possessors may have against the contaminated party. It is also independent of the criminal or administrative liability to which the contaminated party may be subject. Restrictions on the transfer of contaminated sites also exist. The Waste Law also regulates hazardous waste generation, handling, and disposal.
Pursuant to the National Waters Law, companies that discharge wastewater into national water bodies must comply with, among other requirements, maximum permissible contaminant levels. This is in order to preserve water quality. Periodic reports on water quality must be provided to the competent authorities. Liability may result from the contamination of underground waters or recipient water bodies. The use of underground waters is subject to restrictions under our Mexican concessions and the National Waters Commission.
In addition to the foregoing, Mexican Official Norms (Normas Oficiales Mexicanas), or “NOMs,” which are technical standards issued by competent regulatory authorities pursuant to the General Normalization Law (Ley General de Metrología y Normalización) and the General Law of Ecological Balance and Environmental Protection (Ley General del Equilibrio Ecológico y la Protección al Ambiente), establish limits on air emissions, wastewater discharges, the generation, handling and disposal of hazardous waste and noise control, among other matters.
The General Environmental Law and Waste Law establish the principal policies for soil remediation. Remediation standards and procedures are gradually beginning to be implemented through NOMs.
Although not enforceable, the internal administrative criteria on soil contamination of the Federal Office for the Protection of the Environment are widely used as guidance in cases where soil remediation, restoration, or clean-up is required.
The Ministry of the Environment and Natural Resources (Secretaría de Medio Ambiente y Recursos Naturales) and the Federal Office for the Protection of the Environment (Procuraduría Federal de Protección al Ambiente) are the responsible regulators. The Federal Office for the Protection of the Environment can bring administrative, civil, and criminal proceedings against companies that violate environmental laws, and it also has the power to close non-complying facilities and impose a variety of sanctions. Companies in Mexico are required to obtain proper authorizations, licenses, concessions, or permits from the competent environmental authorities. These authorizations are for the performance of activities that may impact the environment or constitute a source of contamination. Companies in Mexico are also required to comply with a variety of reporting obligations that include, among others, providing the Ministry of the Environment and Natural Resources, the Federal Office for the Protection of the Environment, and the National Waters Commission, as applicable, with periodic reports regarding compliance with various environmental laws.
Prior to the opening of Mexico’s airports to private investment, the Federal Office for the Protection of the Environment required environmental audits to be performed at each of our airports. Based on the results of these audits, the Federal Office for the Protection of the Environment issued recommendations for improvements and corrective actions to be taken at each of our airports. In connection with the transfer of the management of our airports from our predecessor, we entered into environmental compliance agreements with the Federal Office for the Protection of the Environment on January 1, 1999, and July 12, 2000, pursuant to which we agreed to comply with a specific action plan and adopt specific actions within a determined time frame.
The Federal Office for the Protection of the Environment has confirmed that we have complied with the relevant environmental requirements derived from the aforementioned environmental audits. It has issued compliance certificates for all of our airports. These certificates, known as Environmental Quality Certificates (Certificados de Calidad Ambiental), certify compliance with applicable Mexican environmental laws, regulations and applicable NOMs and must be renewed periodically.
In June 2013, a decree was published in the Official Gazette of the Federation (Diario Oficial de la Federación), issuing the Federal Environmental Responsibility Law (Ley Federal de Responsabilidad Ambiental). As part of the Federal Environmental Responsibility Law, various provisions were amended, added, and revoked of the General Law of Ecological Equilibrium and Protection of the Environment, the General Law of Wildlife, the General Law for the Comprehensive Prevention and Waste Management, the General Law for Sustainable Forest Development, the National Water Act and the Federal Criminal Code, among others, to the effect that any person or company whose acts or omissions directly or indirectly cause harm to the natural environment, is obligated to repair the environmental damage, or when reparation is not possible, to compensate for the harm, and undertake any necessary actions to avoid increasing the harm. A second general aspect of this reform is the creation of expanded standing so that individuals, including Mexican environmental non-profits, may initiate lawsuits to protect property they do not directly own.
In 2018 a new carbon dioxide (“CO2”) market commenced operating in Mexico. The market requires industries that generate above a certain amount of CO2 emissions, including airport concession owners, to pay for rights to excess emissions. Since 2019, the legislation has required that companies subject to it report their global emissions as verified by the Mexican Emissions Registry (Registro Nacional de Emisiones). We are subject to this legislation and began reporting our emissions in 2018. In 2019, we began submitting our emissions reports for verification by the Mexican Emissions Registry. In addition, new water quality standards are being discussed, requiring better water quality for all of our wastewater disposal. During 2025, these standards have not undergone modifications.
Liability for Environmental Noncompliance
Under the terms of our Mexican concessions, the Mexican government has agreed to indemnify us for any environmental liabilities arising prior to November 1, 1998. This includes any failure by ASA prior to November 1, 1998, to comply with applicable environmental laws and with its agreements with Mexican environmental authorities. Although there can be no assurance, we believe that we are entitled to indemnification for any liabilities related to the actions our predecessor was required to perform or refrain from performing under applicable environmental laws and its agreements with environmental authorities.
Prior to the privatization of Mexico’s airports, the PROFEPA required that environmental audits be conducted at each of our airports. Based on the results of these audits, PROFEPA issued recommendations and corrective action plans for implementation at each airport.
In connection with the transfer of management from our predecessor, beginning in 1999 we voluntarily enrolled our airports in PROFEPA’s National Environmental Audit Program in order to comply with a defined action plan designed to ensure adherence to applicable federal, state and local environmental regulations.
As a result of this process, PROFEPA issued compliance certificates for all of our airports. These certificates, known as Environmental Quality Certificates (Certificados de Calidad Ambiental), certify compliance with applicable Mexican environmental laws, regulations and Official Mexican Standards (Normas Oficiales Mexicanas, or “NOMs”). This voluntary certification has been renewed periodically since its initial issuance.
The level of environmental regulation in Mexico has significantly increased in recent years, and the enforcement of environmental laws is becoming substantially more stringent. We expect this trend to continue and expect additional norms to be imposed by the North American Agreement on Environmental Cooperation entered into by Canada, the United States, and Mexico in the context of USMCA, and by other international treaties on environmental matters. We do not expect compliance with Mexican federal, state or municipal environmental laws currently in effect to have a material adverse effect on our financial condition or results of operations. However, there can be no assurance that environmental regulations or enforcement will not change in a manner that could have a material adverse effect on our business, results of operations, prospects, or financial condition.
Mexican Safety Regulation
Our aeronautical operations are subject to national and international regulations regarding maintaining acceptable safety standards. Compliance with these safety regulations is overseen by the Mexican Directorate General of Civil Aviation, which conducts audits and inspections of each of our Mexican airports.
In 2013, the Mexican Government issued a Mexican Official Standard (Norma Oficial Mexicana), which created an obligation to implement ICAO’s Safety Management System (“SMS”). SMS is a systematic approach to managing safety, including the necessary organizational structures, accountability, policies, and procedures. The ICAO encourages various types of product and service providers that design, manufacture, operate or support aircraft operation to implement this system. The Civil Aviation Authority can bring administrative proceedings against providers that do not comply with SMS regulations, and it also has the power to impose a variety of sanctions or close non-complying facilities.
We began implementing this system as soon as the standard was issued, and by 2017, all of our Mexican airports were SMS-certified. As of the date of this report, we are the only airport operator in the country with 100% of its airports certified in SMS.
In addition, the ICAO provides certification based on compliance with safety, regulatory, and efficiency standards for aircraft operations at aerodromes. This certification ensures that certified aerodromes are in compliance with relevant ICAO standards and recommended Civil Aviation Authority practices. During 2023, 2024 and 2025 our twelve airports maintained their ICAO aerodrome certification.
Sources of Jamaican Regulation
The following are the principal laws, regulations and instruments that govern our business in Jamaica and the operation of our Jamaican airports and the concessionaires:
Airports Authority Act, enacted July 31, 1974; and
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Airports (Economic Regulation) Act, enacted December 31, 2002.
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Income Tax Act, enacted January 1, 1955;
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Assets Tax (Specified Bodies) Act, enacted January 2, 2003; and
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General Consumption Tax Act, enacted October 22, 1991.
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The Employment Termination and Redundancy Act, enacted December 9, 1974; and
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Holiday with Pay Act, enacted March 27, 1947.
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The Natural Resources Conservation Authority Act, enacted July 5, 1991.
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Companies Act, enacted February 1, 2005; and
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the MBJA Concession Agreement that entitles MBJA to operate the Montego Bay International Airport, which was granted on April 3, 2003 and came into force on April 12, 2003.
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the NMIA Concession Agreement that entitles PACKAL to operate the Kingston International Airport, which was granted on October 10, 2018 and came into force on October 10, 2019.
Legislation specifically applicable to the operation of airport concessions and airports in Jamaica are the Civil Aviation Act, the Airports Authority Act and the Airports (Economic Regulation) Act, and each of their respective subsidiary legislation and regulations. In addition, our Jamaican airports are subject to all applicable laws and regulations related to the operation of a private limited liability company in Jamaica.
The Civil Aviation Act and the regulations thereunder provide the general framework for regulating air transportation. They establish the JCAA, under the authority of the MSET, to oversee safety and security, provide air navigation services and regulate aviation industry prices. The Civil Aviation Act’s stated intent is to promote the development of air transport in Jamaica.
In 1974, the Airports Authority Act transferred to the AAJ, an independent government agency, the concessions for Jamaica’s two international airports – the Montego Bay and Kingston airports. The AAJ continues to own both airports but has divested operational responsibility for the Montego Bay and Kingston airports through public bidding processes in 2003 and 2017, respectively.
The Airports (Economic Regulation) Act of 2002 establishes the framework for the economic regulation of Jamaica’s airports and governs the provision of services or facilities at the international airports for the purposes of landing, parking, fueling, servicing or taking off of aircraft and handling passengers, baggage and cargo at the airport. The Act allows the MSET to levy airport improvement fees and authorizes the JCAA to regulate airport charges and deal with public interest issues such as anti-competitive behavior and accounting transparency. Airport operators must submit an application for permission to levy airport charges on airlines and passengers to the JCAA. Airport operators permitted to levy airport charges must also routinely provide the JCAA with their annual accounts and schedules of airport charges.
Jamaican Regulatory Agencies
The regulatory agencies overseeing the operation of airports and airport concessions are the MSET, JCAA and the AAJ.
The MSET’s primary responsibility is Jamaica’s land, marine and air transport and their related infrastructure. The MSET has regulatory responsibility for the safety of all modes of transportation, whether publicly or privately operated. This includes airports, aerodromes and airline operators. The following agencies and departments fall under the MSET and oversee the operation of airports and airport concessions:
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Jamaica Civil Aviation Authority. The JCAA is a statutory organization under the MSET. It regulates the Jamaican aviation industry, including oversight of safety and security, provision of air navigation services and regulation of aviation industry prices. The JCAA is the agency empowered to grant the Montego Bay and Kingston airports their required annual permits and licenses, except for the Aerodrome License. This is granted by the MSET, and to approve or reject the regulated charges proposed by MBJA and PACKAL for the Montego Bay and Kingston airports, respectively.
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Airports Authority of Jamaica. The AAJ is an independent statutory body established by the Jamaican Airports Authority Act with responsibility for the nation’s commercial and civil airports. The AAJ owns the airport concession assets of our Jamaican airports. It provides contract administration for the Concession Agreements granted to operate and manage the Montego Bay and Kingston airports situated on land owned by it. Under the Concession Agreements, the AAJ conducts regular performance reviews and other contract administration oversight functions. In addition, the AAJ obligates concession holders to hold a biannual airport forum. This will provide the airport’s stakeholders with the opportunity to provide progress reports and issues pertinent to them.
On April 3, 2003, MBJA entered into a 30-year concession agreement with the AAJ, which began on April 12, 2003, to operate the Montego Bay airport. MBJA pays both monthly and annual concession taxes to the Jamaican government to allow it to use and develop the assets subject to the concession. During 2024, the authority approved an extension for one additional year, thus, the new concession term is March 2034.
On October 10, 2019, PACKAL entered into a 25-year concession agreement with the AAJ, with a single possible five-year extension, to operate Kingston airport. PACKAL pays a monthly concession fee of 62.01% of total aeronautical and non-aeronautical revenues to the Jamaican government to allow it to use and develop the assets. During 2024, the authority approved a new concession fee of 53.22% applicable retroactively since September 2023.
At the end of each concession’s term, MBJA and PACKAL, respectively, will transfer these concession assets back to the AAJ. See “Item 5, Operating and Financial Review and Prospects – Overview – Operating Costs – Concession Taxes – Jamaican Concession Taxes.”
MBJA’s and PACKAL’s Obligations as Concessionaires
Under the terms of each of the Concession Agreements, the concession holder is responsible for the maintenance, operation and development of the airport, including the management of day-to-day operations in keeping with specific performance criteria and prescribed international standards, in order to render airport, complementary and commercial services. As such, each of MBJA’s and PACKAL’s general obligations as concession holders are thus to: operate and manage the airport in compliance with applicable law; provide airport, complementary and commercial services; report on accounts, financial records, traffic and performance levels; and carry out the capital investments proposed in the Capital Development Program and maintain and develop the tangible concession assets.
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Licensing Requirements. “Material License” in the Concession Agreements means any permission, consent, license or approval that the concession holder must hold or obtain under any applicable law in order to operate and manage the airport and provide airport services, including the Aerodrome License from the MSET, the Aerodrome Certificate from the JCAA and the JCAA’s permission to levy airport charges. A revocation of the JCAA’s permission to levy airport charges for cause attributable to the concession holder, or the failure to renew any other Material License within 30 days of revocation for cause attributable to the concession holder, is considered an event of default under the respective Concession Agreement.
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Required Services. The concessions require the concession holder to provide the following airport, complementary and commercial services at Montego Bay and Kingston airports, respectively:
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handling of aircraft on land (including the movement, parking, maintenance and storage of aircraft and the supply of fuel, catering and other provisions to aircraft, but excluding directing aircraft from the landing strip and taxiways to the ramp);
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handling of passengers, baggage, cargo, mail and other freight, including transfer to and from aircraft;
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emergency and security facilities, equipment, personnel and services;
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information services, car parking and refreshments for passengers;
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ground transportation and transfer options;
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leasing and management of the airport site; and
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supply of consumer goods and services (including currency exchange services).
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Reporting Requirements. Under the terms of the concession, the concession holder is obligated to:
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monitor and report on service levels achieved in respect of specified service areas;
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provide quarterly unaudited financial statements and an annual report and audited financial statements, together with copies of all related directors’ and auditors’ reports;
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provide semi-annual (or more frequently if required by and supplied to lenders on a more frequent basis) cash flow statement in respect of the Capital Development Program;
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provide preliminary proposals as to yearly financing arrangements and an annual business plan; and
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provide records of all passengers and freight using or passing through the airport as frequently as the AAJ may require (monthly for PACKAL).
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Capital Investment Requirements. Every five years, the concession holder is entitled to submit to the JCAA its proposal for increases to the maximum regulated charges applicable to their airport as justified by a Capital Development Program, justified by
five-year estimates of traffic growth and investment commitments (including capital expenditures for capital projects and required maintenance at the respective airport). Under the terms of the Concession Agreements, upon the JCAA’s approval of a proposal for price increases, the concession holder has a commitment to fulfill the estimated capital expenditures in the Capital Development Program.
The AAJ remains the owner of the land upon which the airport is sited, as well as the physical assets subject to the concession. The concession holder is required to maintain and manage the airport concession with the intent that the AAJ or a successor operator would be able to take over the operation and management of the airport business at any time, including through the use of all reasonable endeavors to ensure that the AAJ or such other successor airport operator would have immediate access to all of its airport employees and assets. Following termination of the concession, the concession holder is obligated to return to the AAJ the facilities and services ordinarily provided or reasonably incidental to the operation of the airport.
AAJ Consent Requirements
Under the Concession Agreements, the concession holder requires the consent of the MSET and the AAJ if it wishes to expand its services into any business, activity, facility or service not permitted by the definition of “core airport services” in the Concession Agreement, which consent shall not be unreasonably withheld.
MBJA and PACKAL also require the consent of AAJ to:
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hold any shares, participation or any other ownership interest in any other undertaking (except for investments, including deposits, in the ordinary course of treasury management of the airport business);
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enter into contracts or arrangements other than for the purpose of carrying on the airport business or other than on arm’s length terms;
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enter into contracts imposing obligations or liabilities upon the concession holder which will not be fully performed or discharged prior to the expiry of the concession period; and
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amend, vary or supplement (or grant a waiver in respect of) certain financing documents related to their respective Concession Agreement.
AAJ’s Rights to Step In, Terminate or Grant a New Concession
As owner of the concession assets, the AAJ is entitled, upon seven days’ notice (or sooner in case of emergency) and for so long as may be required, to expel the concession holder from all or part of the airport site or to take over or take steps to carry on the operation and management of the airport or provision of airport services when:
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any concession holder event of default has occurred and is continuing, and any cure period provided therefore has expired without the event or circumstance being cured;
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traffic at the airport will be materially disrupted and the concession holder is unable or unwilling to resolve the disruption promptly;
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members of the public are unable to use the airport or its facilities safely and the concession holder is unable or unwilling to resolve the problem promptly; or
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there is a material threat to national security or any other national emergency occurs (whether involving hostilities or otherwise).
Upon a step-in by the AAJ, the AAJ will account to the concession holder for any revenues collected during the step-in period. Where the AAJ exercises its right to step in pursuant to any uncured concession holder event of default or because traffic at the airport will be materially disrupted and the concession holder is unable or unwilling for any reason to resolve the disruption, the concession holder is required to bear all costs and expenses associated with the AAJ exercise of step-in, but not consequential losses. The concession holder is not liable for costs if there is step-in by the AAJ because of a material threat to national security.
The AAJ may terminate the Concession Agreement with the concession holder upon an event of default on the part of the concession holder, after which the AAJ must provide notice of its intention to serve a written termination notice and conduct up to 30 days of good-faith consultations to avoid termination, during which the concession holder fails to cure the event of default. Regardless of the cause of termination, a termination fee is due to the concession holder upon termination or revocation of the concession. The Concession Agreement limits the AAJ’s liability to such a termination fee. However, the payment terms of the termination fee depend upon the cause: upon an event of default on the AAJ’s part, the termination fee is payable by the AAJ within three months, with an option to extend for up to twelve months with default interest, while if the event of default is on the concession holders part, the termination fee is payable by the AAJ in installments within twelve months.
The Jamaican government may grant new concessions to manage, operate, develop and construct airports. In the Concession Agreement, the concession holder acknowledges that the AAJ may also wish, at the expiry or termination of the concession period, to invite persons to bid
for the right to provide all or some of the airport services at the airports. The concession holder may participate in such bidding process, if interested. However, if there has been an event of default attributable to the insolvency of the concession holders' shareholders, in which case the concession holder would be disqualified from participation. However, in preparation for such bidding process, and regardless of whether the concession holder intends to participate in the bidding process, the concession holder would be obligated to provide access to employees, assets, books and records related to the airport business, and may not in any way prejudice or frustrate the transfer of the airport business. The Concession Agreement sets out the hand-back procedures to be observed as the end of the concession period approaches. It also sets out the dispute resolution mechanism for addressing objections by either party regarding the hand-back. Under the agreement, the concession holder commits to assisting and advising the AAJ or any successor operator (subject to payment of reasonable remuneration and reasonable costs and expenses) in providing and operating the airport for up to six months following completion of the handover and must post a bond equivalent to the cost of the hand-back works for the six-month period.
Jamaican Aeronautical Services Regulation
In Jamaica, charges levied on airlines and passengers are regulated by the JCAA using a price cap mechanism based on a forecast return on assets. Permission for any increase in the levy of regulated charges, which include passenger charges, aircraft landing and parking charges, passenger walkway charges and airport security charges, must be granted by the JCAA. Regulated aeronautical charges will be reviewed every five years. The following table sets the maximum rates for each of our Jamaican airports from 2026-2030:
Year ended December 31, (1)
2026
2027
2028
2029
2030
Montego Bay
17.38
17.79
18.22
18.65
19.07
Kingston
38.18
56.18
57.50
58.81
60.10
(1)
Expressed in U.S. dollars.
According to the Airport Economic Regulation Act, which governs the tariff, if exceptional circumstances arise during a five-year period which may justify reconsideration of airport charges, the approved airport operator may submit an application to the Authority which shall, after conducting an investigation consider that application, taking into account the provisions in the concession agreement and could adjust the price cap or the capital expenditures.
The Airports (Economic Regulation) Act and the related 2021 Airport Expansion Fund Agreement require the airlines operating at the Montego Bay airport to collect the AIF fee of U.S.$5.00 per embarking international passenger, on behalf of the Government of Jamaica and to deposit the fees on a monthly basis in a trust account controlled by the MSET. Subject to MSET’s approval, MBJA may use these funds for additional capital investments not included in the Capital Development Program. In addition, these funds may be used for interest expenses related to the financing thereof. MBJA is required to commit to such new investments in exchange for the right to use the AIF funds. The MSET approval of collection of AIF funds at Montego Bay airport was renewed on February 25, 2015, for the period ending April 11, 2030, unless otherwise revoked. The Runway Extension and Associated Works Project were approved by the MSET to be funded from the AIF with funds collected after April 11, 2015.
The Airports (Economic Regulation) Act and the related Airport Expansion Fund Agreement require the airlines operating at the Kingston airport to collect the AIF fee of U.S.$10.00 per embarking international passenger, on behalf of the Government of Jamaica and to deposit the fees on a monthly basis in a trust account controlled by the MSET. All AIFs collected and all funds standing to the credit of the Expansion Account shall be the sole property and funds of the Government of Jamaica. The MSET approval of collection of AIF funds at Kingston airport is valid from October 10, 2019, to December 31, 2030, unless otherwise revoked. PACKAL has no right or power over any funds collected with respect to the Expansion Account or the funds held to the credit thereof.
See “Item 5, Operating and Financial Review and Prospects – Overview – Classification of Revenues – Aeronautical Revenues.”
Other Regulation of Jamaican Concessions and Concession Assets
Jamaican Companies Act Restrictions
MBJA was incorporated as a limited liability company to enter into and carry out the terms of the concession with respect to the development, financing, management and operation of Montego Bay airport. MBJA’s constitutive documents bar the transfer of shares in MBJA to passenger or cargo airlines or persons broadly connected to them, other than AAJ or the Jamaican government. Under the shareholders’ agreement between DCA and Vantage, any transfer of MBJA shares to non-affiliates is subject to a right of first refusal.
PACKAL was incorporated as a limited liability company to enter into and carry out the terms of the concession with respect to the development, financing, management and operation of Kingston airport.
Pursuant to the regulations under the Jamaican Civil Aviation Act, airport operators must report on compliance with operating procedures and safety measures. MBJA and PACKAL, as airport operators, are required to report to the JCAA any changes in conditions or other hazardous circumstances or occurrences at the airport, including: any reduction in the level of service or closure of any part of the movement area; any obstacle, obstruction or hazard; and any other condition that could affect aviation safety, as well as what precautions are deemed warranted. MBJA and PACKAL are also obliged to provide reports to the JCAA on the results of internal audits of their safety management system. This includes inspections of airport facilities and equipment and of the airport operator’s own administrative functions.
Both airports must report to the Jamaican government the number of passengers paying AIF and the amount of each transfer of AIF made during the previous month. In addition, they must also report payments related to the concession fee.
As a Jamaican registered company, MBJA and PACKAL are also required to file an annual report with the Companies Office of Jamaica. This report will inform any changes in the ownership or management structure. It will also report on any share transactions and changes in the value of shares during the prior year.
Jamaican Environmental Regulation
Operations at our Jamaican airports are subject to Jamaican laws and regulations relating to the protection of the environment. The major environmental law applicable to these operations is the National Resources Conservation Authority Act, which establishes the National Resources Conservation Authority (now part of the National Environmental Protection Agency) and its subsidiary legislation and regulations. Under the act, regulations have been enacted concerning the discharge of pollutants into the Marine Park’s waters, the regulation of air emissions, discharge and treatment of wastewater and sludge, safe storage of fuels and responses to industrial emergencies involving hazardous materials.
Other environmental laws of relevance to our Jamaican airports’ operations are the Noise Abatement Act, aimed at controlling noise (but with no specific reference to aeronautical noise), the Beach Control Act, addressing access to the shoreline; the Watersheds Protection Act, addressing water resource and soil conservation practices; and the Wildlife Protection Act, specifying protected species of fauna. Other related regulations are the Town and Country Planning Act, Public Health Act, Garbage Collection and Disposal Regulations, National Solid Waste Management Act and the Water Resources Act and Clean Air Act. In addition, our airports are also subject to common law principles of tort liability in the event of a nuisance claim resulting from environmental factors.
The legal framework for environmental liability applicable to our Jamaican airports’ operations is generally outlined above. The level of environmental regulation in Jamaica has increased in recent years, and the enforcement of environmental laws is becoming more stringent. For example, the National Solid Waste Management Act and the Water Resources Act each carry certain penalties of JMD1 million (approximately U.S.$7,747). We expect this trend to continue, but we do not expect that compliance with Jamaican environmental laws currently in effect will have a material adverse effect on our Jamaican airports’ results of operations or our financial condition. However, there can be no assurance that environmental regulations or the enforcement thereof will not change. This could have a material adverse effect on our business, results of operations, prospects or financial condition.
We have twenty-two subsidiaries in Mexico: (i) one operating subsidiary for each of our twelve Mexican airports; (ii) two subsidiaries, SIAP and CORSA, which provide administrative and operational services; (iii) one subsidiary, PCP, which provides parking services across our twelve Mexican airports; (iv) one non-profit foundation, Fundación GAP; (v) one operating subsidiary, ADP, which operates commercial businesses such as VIP lounges, convenience stores and other services, including the installation of solar carport systems within parking areas at our Mexican airports; (vi) one operating subsidiary, AHP, dedicated to hotel infrastructure; (vii) one operating subsidiary, IEM, which subleases cargo operation areas and hangars; (viii) one subsidiary engaged in storage and custody services for international trade merchandise, GWTC; (ix) one subsidiary, DTI, which carries out the development and execution of projects; and (x) one subsidiary, OTC, dedicated to providing administrative services and access control for CBX. We also have one Spanish subsidiary, DCA, which holds a 74.5% ownership interest in our Jamaican operating subsidiary, MBJA, which operates the Montego Bay airport. In addition, we have one Jamaican subsidiary, PACKAL, which has held the concession to operate the Kingston airport since October 2019. We also maintain a holding company subsidiary in Brazil, GA del Pacífico Participações do Brasil LTDA, which was established in 2010 and has remained inactive to date, with no capital contributions.
The following table sets forth our subsidiaries as of December 31, 2025:
Name of Company
Jurisdiction of Organization
Percentage Owned (1)
Description
Aeropuerto de Guadalajara, S.A. de C.V.
Mexico
99.99%
Holder of concession for Guadalajara International Airport
Aeropuerto de Tijuana, S.A. de C.V.
Mexico
99.99%
Holder of concession for Tijuana International Airport
Aeropuerto de Puerto Vallarta, S.A. de C.V.
Mexico
99.99%
Holder of concession for Puerto Vallarta International Airport
Aeropuerto de San José del Cabo, S.A. de C.V.
Mexico
99.99%
Holder of concession for Los Cabos International Airport
Aeropuerto de Hermosillo, S.A. de C.V.
Mexico
99.99%
Holder of concession for Hermosillo International Airport
Aeropuerto del Bajío, S.A. de C.V.
Mexico
99.99%
Holder of concession for Guanajuato International Airport
Aeropuerto de Morelia, S.A. de C.V.
Mexico
99.99%
Holder of concession for Morelia International Airport
Aeropuerto de La Paz, S.A. de C.V.
Mexico
99.99%
Holder of concession for La Paz International Airport
Aeropuerto de Aguascalientes, S.A. de C.V.
Mexico
99.99%
Holder of concession for Aguascalientes International Airport
Aeropuerto de Mexicali, S.A. de C.V.
Mexico
99.99%
Holder of concession for Mexicali International Airport
Aeropuerto de Los Mochis, S.A. de C.V.
Mexico
99.99%
Holder of concession for Los Mochis International Airport
Aeropuerto de Manzanillo, S.A. de C.V.
Mexico
99.99%
Holder of concession for Manzanillo International Airport
Desarrollo de Concesiones Aeroportuarias, S.L.U.
Spain
100.00%
Management administration, maintenance, servicing of all types of infrastructure
MBJ Airports Limited (MBJA)
Jamaica
74.50%
Holder of concession for Montego Bay International Airport
Servicios a la Infraestructura Aeroportuaria del Pacífico, S.A. de C.V.
Mexico
99.99%
Administrative services
Corporativo de Servicios Aeroportuarios, S.A. de C.V.
Mexico
99.99%
Provides personnel services
Puerta Cero Parking, S.A. de C.V.
Mexico
99.99%
Operation of parking lot
GA del Pacífico es do Brasil, LTDA
Brazil
99.99%
Holding company for other acquisitions (incorporated in 2010; not operational through the date of this filing )
Fundación Grupo Aeroportuario del Pacífico, A.C.
Mexico
99.99%
Non-profit Organization dedicated to social orientation and infrastructure support of educational institutions
Aerocomercializadora del Pacifico, S.A. de C.V.
Mexico
99.99%
Operation of hotel infrastructure and other commercial services
PAC Kingston Airport Limited (PACKAL)
Jamaica
99.99%
Holder of concession for Norman Manley International Airport
Inmuebles Especializados Matrix, S.A. de C.V. (IEM)
Mexico
99.99%
Subleasing of cargo operation areas and hangars
Aerohoteles del Pacífico, S.A. de C.V. (AHP)
Mexico
99.99%
Operation of hotels with other integrated services
Guadalajara World Trade Center, S.A. de C.V. (GWTC)
Mexico
51.5%
Cargo and bonded warehouses
Diseños Técnicos de Infraestructura MCE, S.A. de C.V. (DTI)
We directly hold 99.99% of the shares of each of our Mexican operating subsidiaries. The remaining shares of SIAP are held by Aeropuerto de Guadalajara, S.A. de C.V., while the remaining shares of our other Mexican subsidiaries are held by SIAP. Accordingly, we directly or indirectly own 100% of the shares of each of our subsidiaries, except for GWTC and MBJA.
PROPERTY, PLANT AND EQUIPMENT
Our corporate headquarters are located in Guadalajara, Jalisco. We lease office space for our corporate headquarters from Guadalajara World Trade Center, specifically occupying the third, fifth, sixth, and twelfth floors of Torre Pacífico, as well as the third, sixth and seventh floors of Torre Atlántico. In addition to our corporate headquarters in Guadalajara, we lease office space from third parties in Colonia Polanco, Mexico City.
Pursuant to the Mexican National Assets Law (Ley General de Bienes Nacionales), all real estate and fixtures located at our Mexican airports are owned by the Mexican government. Each of our Mexican airport concessions is scheduled to expire in 2048. However, each concession may be extended one or more times for an aggregate additional period of up to 50 years, subject to our acceptance of any modifications to the concession terms that may be imposed by the SICT, as well as continued compliance with the terms of our existing concessions. Upon expiration of our Mexican concessions, all concession assets, including improvements made during the concession term, automatically revert to the Mexican government, free and clear of any liens or encumbrances. We are required to indemnify the Mexican government for any damage to such assets, except for damage resulting from normal wear and tear.
Pursuant to MBJA’s Concession Agreement, the AAJ remains the owner of the land on which the Montego Bay International Airport is located, as well as the physical assets subject to the concession. MBJA’s concession for Montego Bay International Airport is scheduled to expire in 2033. Upon expiration of the concession, MBJA is required to return to the AAJ the facilities and services ordinarily provided or reasonably incidental to the operation of the airport. The Concession Agreement does not provide for any extension options.
Pursuant to PACKAL’s Concession Agreement, the AAJ remains the owner of the land on which Kingston International Airport is located, as well as the physical assets subject to the concession. PACKAL’s concession for Kingston International Airport is scheduled to expire in 2044. Upon expiration of the concession, all the assets, including all the improvements made to airport facilities during the term of the concession, automatically revert to the AAJ, together with the facilities and services ordinarily provided or reasonably incidental to the operation of the airport. The concession may be extended for an additional five-year period in accordance with the terms of the Concession Agreement.
Our airports and other properties are covered by comprehensive insurance policies designed to protect our principal assets against risks such as natural disasters, accidents, terrorism, or similar events, subject to customary limits and exclusions. Our Mexican airports are insured under a general policy with coverage of Ps.3.0 billion for assets and infrastructure. In addition, a U.S.$500.0 million policy provides coverage for personal injury and property damages to third parties, and a Ps.500.0 million policy provides coverage against terrorist acts affecting our property. Montego Bay International Airport is insured under a U.S.$353.0 million policy covering property damage, business interruptions, and related losses, which includes a sublimit of U.S.$100.0 million applicable to catastrophic risks. It also maintains a U.S.$100.0 million policy covering damage resulting from any single terrorist event, as well as a U.S.$750.0 million annual policy covering personal injury and property damage to third parties. Kingston International Airport is insured under a U.S.$265.0 million policy covering property damage, business interruption, and losses arising from bodily injury. In addition, it maintains a JMD 10 million annual policy that covers loss or damage resulting from death and/or personal injury suffered by any employee.
Item 4A. Unresolved Staff Comments
None.
Item 5. Operating and Financial Review and Prospects
The discussion below should be read along with our audited consolidated financial statements prepared in accordance with International Financial Reporting Standards (IFRS) and the notes on those financial statements. These financial statements are included in this annual report to better understand our business and the historical results of operations.
OVERVIEW
We operate 14 airports, 12 located in Mexico’s Pacific and Central regions and two in Jamaica, under concessions agreements granted by the respective governments. Our primary revenue source is aeronautical services, which relate to the use of our airport facilities by airlines and passengers. In 2023, 2024, and 2025, approximately 58.0%, 56.9%, and 55.1%, respectively, of our total revenues were derived from aeronautical services. Aeronautical services represented 75.8%, 71.4%, and 70.2% of our combined aeronautical and non-aeronautical revenues during those same periods. Revenues from aeronautical services depend on the volume of passengers and cargo handled at our airports and are subject to the maximum tariffs permitted under the price regulation system established by the SICT in Mexico and the JCAA in Jamaica. Under these systems, we are authorized to charge a maximum tariff for each unit of traffic volume (measured in workload units) at each airport. Therefore, our aeronautical revenues increase in line with growth in passenger and cargo volumes.
We also generate revenue from non-aeronautical activities, including leasing space to restaurants, retailers, and service providers. Non-aeronautical revenues are mainly influenced by passenger volumes and the mix, quality, and performance of commercial offering at our airports. These revenues are not subject to the price regulation applicable to aeronautical services; therefore, our ability to negotiate competitive commercial agreements, adjust tenants rates, and optimize the allocation to commercial space is an important driver of non-aeronautical revenue growth. Although aeronautical services remain our largest revenue source, growth in commercial activities has outpaced aeronautical revenue growth in recent years. In response, we have expanded and renovated commercial areas in our Mexican airports to improve the retail mix and overall passenger experience. We also intend to renegotiate certain tenant agreements and continue recovering rights to non-aeronautical businesses historically operated by third parties. In addition, we plan to develop new non-aeronautical revenues streams by directly operating selected business lines, including VIP lounges, advertising services, convenience stores, and parking facilities. For further information, see “Item 4, Information on the Company – Business Overview – Our Sources of Revenue – Non-Aeronautical Services – Recent Expansion and Development of Commercial Areas”.
Traffic at our airports may be adversely affected by external events, as well as by increased competition from other tourist destinations in Mexico, such as Acapulco and Cancun, and from international destinations including Hawaii, Puerto Rico, Florida, Cuba, the Dominican Republic, other Caribbean islands, and destinations in Central America. We also expect competitive pressures to intensify if the Mexican or Jamaican government grant new concessions or modify existing permits in ways that enable airports to compete directly with ours. For more information, see “Item 3, Key Information – Risk Factors – Risks Related to Our Operations – Competition from other tourist destinations could adversely affect our business” and “Item 3, Key Information – Risk Factors – Risks Related to the Regulation of Our Business – The Mexican and Jamaican governments could grant new concessions that compete with our airports.”
Recent Developments
On October 28, 2025, Hurricane Melissa hit the island of Jamaica, affecting Montego Bay Airport's infrastructure, which suffered some damage to the terminal building, its equipment, and operational areas. The airport suspended operations preventively on October 26, 2025, resuming them on November 1. As of December 31, 2025, Montego Bay Airport shows significant progress in the rehabilitation and acquisition of damaged equipment. The total estimated cost for repairing the facilities and replacing damaged equipment is estimated at USD $20.0 million. approximately, it is expected that they will be recovered in 2026 through the property insurance policy. The effects caused by the hurricane did not substantially affect the airport's operations, so they did not pose a risk to business continuity. In the case of Kingston Airport, the hurricane's impact was minor, so only a preventive closure of the facilities was required on October 25, resuming regular operations on October 29, 2025.
Pending Business Combination
Our historical operating results presented in this Annual Report do not reflect the Pending Business Combination described in “Item 4, Information on the Company — History and Development of the Company — Pending Business Combination” which remains subject to execution of definitive transaction agreements and satisfaction of customary closing conditions as of the date of this Annual Report. For a complete description of the Business Combination, including the transaction structure, expected share issuance, financing arrangements, and status, see “Item 4, Information on the Company — History and Development of the Company — Pending Business Combination”.
If the Business Combination is executed and consummated, our consolidated results of operations would include CBX’s revenues and operating expenses. CBX’s business is sensitive to cross-border travel patterns, U.S.-Mexico trade and immigration policies, and airline capacity and route decisions at Tijuana International Airport, besides the savings from internalization of technical assistance agreement. We have not included pro forma financial information in this Annual Report because the Business Combination has not been consummated and remains subject to conditions; however, investors should be aware that if the transaction closes, our future operating results and key performance metrics will reflect this new line of business
Financing and Indebtedness
On February 4, 2025, we issued Ps.6,000.0 million in long-term debt securities. The issuance was structured in two tranches i) Ps.3,000.0 million under the ticker symbol “GAP 25” at a variable interest rate of TIIE Funding plus 50 basis points, with principal due on February 1, 2028; and ii) Ps.3,000.0 million through the reopening of the issuance under the ticker symbol “GAP 22-2,” which pays interest every 182 days at a fixed annual rate of 9.67%, with principal due on March 4, 2032. Proceeds were allocated to repay Ps.3,000.0 million of the bond certificates issued under the ticker symbol “GAP 20,” to settle the maturity of “GAP 21” for a total amount of Ps.2,500.0 million, and to finance capital expenditures related to the MDP of our Mexican subsidiaries.
On March 31, 2025, MBJ Airports Limited (“MBJA”), extended the maturity of its USD$60.0 million revolving credit line with the Bank of Nova Scotia and the Bank of Nova Scotia Jamaica Limited to October 4, 2029. The credit line bears interest at a monthly rate equal to SOFR plus 200 basis points and will be repaid in ten equal semi-annual installments of USD$6.0 million. The extension generated a commission fee of USD$300,000.
On May 30, 2025, we entered into a five-year loan agreement with Banco Nacional de México, S.A., (“Banamex”) for Ps.3,375.0 million, bearing interest at a variable rate equal to TIIE-28 plus 54 basis points, with the principal due at maturity. Proceeds were used to repay an existing Ps.2,500.0 million loan with Banamex and a Ps.875.0 million loan with BBVA.
On August 22, 2025, we issued Ps.8,500.0 million in long-term debt securities. The issuance was structured in two tranches i) Ps.4,050.0 million under the ticker symbol “GAP 25-2” at a variable interest rate of TIIE Funding plus 48 basis points, with principal due on August 18, 2028; and ii) Ps.4,450.0 million under the ticker symbol “GAP 25-3,” which pays interest every 182 days at a fixed annual rate of 9.02%, with principal due on August 15, 2031. Proceeds were allocated to capital investments and to repay a Ps.1,500.0 million loan with Banco Santander, S.A., which matured on October 17, 2025.
On March 31, 2026, we issued Ps.10,718.0 million in long-term debt securities. The issuance was structured in two tranches i) Ps.2,767.0 million under the ticker symbol “GAP 26” at a variable interest rate of TIIE Funding plus 45 basis points, with principal due on March 27, 2029; and ii) Ps.7,951.0 million under the ticker symbol “GAP 26-2,” which pays interest every 182 days at a fixed annual rate of 9.87%, with principal due on March 18, 2036. Proceeds will be allocated to capital investments and may include the acquisition of the remaining 25% equity interest in CBX as part of our Pending Business Combination. See “Item 4, Information on the Company — History and Development of the Company — Pending Business Combination”.
Fluctuation of the Peso
In Mexico, tariffs denominated in U.S. dollars are invoiced based on the average exchange rate for the 30 days prior to the flight. If the peso has a significant depreciation during the last two months of the year, we may exceed the maximum rates permitted under our concession agreement. In such case, we would be required to issue rebates to airline customers to avoid breaching the agreement. A depreciation of the peso may have a positive effect on our revenues from both aeronautical and commercial operations, provided that we ensure our revenues do not exceed our maximum rates allowed under the concession. Conversely, an appreciation of the peso may negatively affect our revenues. Tariffs charged to international passengers and international flights, as well as certain contracts with commercial service providers, are denominated in U.S. dollars; however, invoicing and collection are made in Mexican pesos. Therefore, if the peso depreciates against the U.S. dollar, we collect more pesos, while an appreciation of the peso results in collecting fewer pesos. This dynamic may result in lower commercial revenues in the future, particularly if peso appreciation persists or surpasses historic levels. See “Item 3, Key Information – Risk Factors – Risks Related to Mexico – Depreciation or fluctuation of the peso relative to the U.S. dollar could adversely affect our results of operations and financial condition.
The value of the peso against the U.S. dollar has fluctuated over the last three years. In 2023, it appreciated for the year and closed at Ps.16.89 per U.S. dollar on December 31. In 2024, it depreciated during the year and closed at Ps.20.27 per U.S. dollar on December 31. In 2025, it appreciated during the year and closed at Ps.17.97 per U.S. dollar on December 31. On April 10, 2026, the exchange rate was Ps.17.3023 per U.S. dollar.
Passenger and Cargo Volumes
The following table sets forth certain operating and financial information related to our revenues, as well as passenger and cargo volumes in Mexico and Jamaica, for the years indicated:
Change in non-aeronautical revenues per terminal passenger
5.9%
27.1%
23.5%
(1)
In real terms, as reported by INEGI.
(2)
As reported by INEGI.
(3)
In real terms, as reported by the U.S. Bureau of Economic Analysis.
(4)
As reported by the U.S. Bureau of Labor Statistics.
(5)
Under the regulation applicable to our aeronautical revenues, one workload unit is equivalent to one terminal passenger or one cargo unit. One workload unit is equivalent to 100 kilograms (220 pounds) of cargo.
Volumes in Mexico
The majority of passenger traffic at our Mexican airports consists of domestic passengers. In 2023, 2024, and 2025, approximately 64.4%, 62.3%, and 63.5%, respectively, of terminal passengers were domestic. In 2025, the number of domestic terminal passengers increased by 5.8% compared to 2024. In 2024, the total number of domestic terminal passengers decreased by 5.3% compared to 2023. Furthermore, in 2025, approximately 88.8% of international passengers traveling through our Mexican airports were on flights to or from the United States, compared to 95.0% in 2023 and 89.4% in 2024. As a result, our performance is significantly influenced by changes in the Mexican economy and, to a lesser extent, the U.S. economy, including trends affecting leisure travel and consumer spending, factors beyond our control.
In 2025, we recorded 57.4 million terminal passengers, consisting of 40.5 million domestic passengers and 16.9 million international passengers. Additionally, 121.4 thousand were on general aviation flights, and 303.9 thousand were transit passengers.
Volumes in Jamaica
Passenger traffic in Jamaica is predominantly international. In 2025, approximately 99.9% of terminal passengers using our Jamaican airports traveled internationally. In the same year, approximately 75.0% of the international passengers at Montego Bay airport were on flights to or from the United States, while approximately 62.8% of international passengers at Kingston airport were on such flights.
In 2025, MBJA handled 4.5 million terminal passengers, of which approximately 12.0 thousand were general aviation passengers and 26.3 thousand were transit passengers.
In 2025, NMIA handled 1.8 million terminal passengers, including approximately 5.2 thousand general aviation passengers and 3.3 thousand transit passengers.
Classification of Revenues
We classify our revenues into three categories: (i) aeronautical services, (ii) non-aeronautical services, and (iii) improvements to concession assets.
Revenue from aeronautical services is subject to price regulation under the maximum rates applicable at each airport. These revenues primarily consist of passenger charges, aircraft landing and parking charges, airport security charges, passenger walkway charges, leasing of space to airlines, and complementary services such as fees from handling and catering providers, permanent ground transportation operators, and fuel providers access fees.
Revenue from non-aeronautical services is not subject to price regulation under our maximum rates. These revenues generally include revenue from car parking, leasing of space to airlines and complementary service providers (for first class/VIP lounges and similar non-essential activities), rental and royalty payments from commercial tenants such as car rental agencies, food and beverage operators, retailers, and duty-free stores, as well as advertising income and miscellaneous fees, such as vending machines and timeshare developers. We also generate revenue from the recovery of costs within our non-aeronautical services.
Revenue from improvements to concession assets represents the fair value of additions and upgrades made to our concession assets under our Master Development Programs in Mexico and our Capital Development Programs in Jamaica. In exchange for undertaking these improvements, the governments of Mexico and Jamaica grant us the right to obtain benefits from services provided through these assets. These assets are recognized as intangible assets. We hire third parties through a bidding process to execute the additions and upgrades. The revenue recognized for these services equals the cost incurred for the improvements and reflects the fair value of the goods or services received. Although these revenues do not generate cash inflows, they are recorded in accordance with IFRS guidelines as they represent an exchange of dissimilar services similar to a barter transaction. These revenues have not a cash impact on our results.
For more detail on our revenue components, see “Item 4, Information on the Company – Business Overview – Our Sources of Revenue.”
For a description of the latest Mexican tariff base regulation amendment effective as of October 2023, see “Item 4, Information on the Company – Regulatory Framework – Sources of Mexican Regulation.”
Aeronautical Services Revenues
The following table sets forth our revenues from aeronautical services for the years indicated:
Aeronautical Revenues
Year ended December 31,
2023
2024
2025
Amount
Percent
Amount
Percent
Amount
Percent
(millions of pesos, except percentages and workload unit data)
Aeronautical Services Revenues:
Passenger charges
Ps.
16,061.2
83.4%
Ps.
15,674.9
82.0%
Ps.
18,739.9
82.1%
Aircraft landing charges
1,406.9
7.3
1,468.4
7.7
1,720.9
7.5
Aircraft parking charges
305.0
1.6
354.7
1.9
412.2
1.8
Airport security charges
569.6
3.0
613.8
3.2
682.5
3.0
Passenger walkway charges
38.4
0.2
38.5
0.2
228.5
1.0
Leasing of space to airlines
234.4
1.2
259.2
1.4
272.1
1.2
Revenues from complementary service providers (1)
651.9
3.4
700.7
3.7
765.8
3.4
Total Aeronautical Services Revenues
Ps.
19,267.4
100.0%
Ps.
19,110.2
100.0%
Ps.
22,821.9
100.0%
Other Information:
Total workload units (millions) (2)
66.0
64.9
66.5
Total aeronautical revenues per workload unit
Ps.
291.9
Ps.
294.5
Ps.
343.2
Change in aeronautical revenues (3)
11.1%
-0.8%
19.4%
Change in total aeronautical revenues per workload unit (3)
Revenues from complementary service providers include access fees and other charges to third parties that provide baggage handling, catering, and other services at our airports.
(2)
Under the regulation applicable to our aeronautical revenues, a workload unit is equivalent to one terminal passenger or 100 kilograms (220 pounds) of cargo.
(3)
In each case, as compared to the prior year.
Under our agreements with airlines, our specific tariffs are structured such that most of our aeronautical revenues are derived from passenger charges. We expect this to remain the case in future agreements. We earn passenger charges from each departing passenger at our airports (subject to specific exclusions in Mexico and Jamaica, as described under “Item 4, Information on the Company – Business Overview – Our Sources of Revenues – Aeronautical Services – Passenger Charges”). In 2023, 2024, and 2025, passenger charges represented 83.4%, 82.0%, and 82.1%, respectively, of our aeronautical services revenues, and 48.3%, 46.6%, and 45.3%, respectively, of our total revenues. In 2023, 2024, and 2025, passenger charges accounted for 63.2%, 58.5%, and 57.6%, respectively, of our combined aeronautical and non-aeronautical revenues.
The following table sets forth the number of passengers paying passenger charges per airport for the years indicated:
Passengers Paying Passenger Charges per Airport
Year ended December 31,
Airport:
2023
2024
2025
Passengers
% change
Passengers
% change
Passengers
% change
(in thousands, except percentages)
Guadalajara
7,955.6
12.6
%
8,045.6
1.1
%
8,256.3
2.6
%
Tijuana
6,004.7
4.6
%
5,654.7
(5.8
)%
5,837.8
3.2
%
Los Cabos
3,798.3
9.9
%
3,692.2
(2.8
)%
3,716.8
0.7
%
Puerto Vallarta
3,324.5
9.6
%
3,343.5
0.6
%
3,402.2
1.8
%
Montego Bay
2,611.3
20.0
%
2,541.7
(2.7
)%
2,244.4
(11.7
)%
Guanajuato
1,581.0
23.5
%
1,548.4
(2.1
)%
1,606.1
3.7
%
Hermosillo
993.4
11.8
%
1,005.6
1.2
%
1,067.8
6.2
%
Kingston
871.8
14.1
%
878.6
0.8
%
914.8
4.1
%
Morelia
698.6
20.3
%
648.6
(7.2
)%
738.0
13.8
%
La Paz
542.8
3.1
%
581.4
7.1
%
654.6
12.6
%
Mexicali
726.9
27.9
%
477.2
(34.4
)%
613.1
28.5
%
Aguascalientes
456.1
0.4
%
475.2
4.2
%
483.4
1.7
%
Los Mochis
232.8
12.0
%
285.7
22.7
%
352.1
23.2
%
Manzanillo
85.8
8.0
%
104.7
22.0
%
111.6
6.6
%
Total
29,883.6
11.4
%
29,283.1
(2.0
)%
29,999.0
2.4
%
Mexican Aeronautical Services Revenues
The system of price regulation applicable to our aeronautical revenues in Mexico establishes a maximum rate, denominated in pesos, for each Mexican airport for each year within a five-year period. This maximum rate represents the annual amount of revenues per workload unit that we may earn at each airport from regulated aeronautical services. On December 12, 2019, the SICT set the maximum rates applicable through December 31, 2024. These rates were later adjusted on November 27, 2020, following an Extraordinary Review Process that we requested due to the COVID-19 pandemic and its effects on our operations. On August 27, 2024, the SICT approved our Master Development Programs for each of our Mexican airports for the 2025-2029 period. The new five-year program took effect on January 1, 2025, and will remain in effect through December 31, 2029. See Item 4, “Information on the Company – Regulatory Framework – Mexican Aeronautical Services Regulation,” and Item 4, “Special Adjustments to Maximum Rates” for a description of our maximum rates and the rate-setting procedures for future periods.
Our Mexican concessions require that our maximum rates be adjusted annually based on the efficiency factor and inflation. See “Item 4, Information on the Company – Regulatory Framework – Mexican Aeronautical Revenues Regulation – Methodology for Determining Future Maximum Rates.” Under the regulatory system applicable to our Mexican aeronautical revenues, we may adjust the specific tariffs for each category of aeronautical services every six months (or more frequently, if accumulated inflation since the last adjustment exceeds 5%), provided that total aeronautical revenues per workload unit at each airport do not exceed the maximum rate established for that airport in that
year. Although the SICT may, in some circumstances, authorize an increase in our maximum rates, we must negotiate with our principal airline customers the specific tariffs applicable to each aeronautical activity. As a result, we cannot always set tariffs as the maximum levels permitted.
Aeronautical revenue per workload unit is calculated by dividing total aeronautical revenues by total workload units for a given period. This indicator is affected annually, except in years when new maximum tariffs are established, by:
•
Adjustments to maximum rates based on the efficiency factor and the Mexican PPI, excluding petroleum;
•
Changes in the relative number of workload units by airport; and
•
Changes in total workload units per airport.
From January 1, 2020, to December 31, 2024, the applicable efficiency factor was 0.70%. Beginning January 1, 2025, and through December 31, 2029, the applicable efficiency factor for our Mexican airports increased to 0.80%. The Mexican PPI excluding petroleum increased by 0.8% in 2023, 7.4% in 2024, and 1.8% in 2025. Our weighted average maximum tariffs, as adjusted by the efficiency factor and the Mexican PPI, excluding petroleum decreased by 0.8% and 0.3% in 2023 and 2024, respectively, and increase by 18.1% in 2025, this last considers the tariff increased applicable across the year 2025. The total workload units at our Mexican airports were 58.8 million in 2023, 57.8 million in 2024, and 59.9 million in 2025, representing an increase of 10.5% in 2023, a decrease of 1.7% in 2024, and an increase of 3.7% in 2025.
Accordingly, aeronautical revenue per workload unit fluctuates depending on the relative movements of these factors. In 2023, aeronautical revenues per workload unit were Ps.280.4, representing an increase of 1.3%. In 2024, aeronautical revenues per workload unit were Ps.279.4, representing a decrease of 0.3%. In 2025, aeronautical revenues per workload unit were Ps.329.9 representing an increase of 18.1%.
Historically, we have set tariffs for regulated services at our Mexican airports as close as possible to the maximum rates allowed in any given year. We expect to continue this pricing strategy in the future. However, there can be no assurance that we will be able to collect all revenues we are entitled under the applicable regulatory framework or that we will not be sanctioned if we exceed any maximum rates. In prior years, when the possibility of exceeding the maximum rate at a particular airport arose, we have taken actions in the latter part of the year, including reducing our specific tariffs and offering discounts or rebates, to ensure compliance with the applicable maximum rate. For risks related to our ability to set specific tariffs, see “Item 3, Key Information – Risk Factors – Risks Related to the Regulation of Our Business – We provide a public service regulated by the governments of Mexico and Jamaica, and our flexibility in managing our aeronautical activities is limited by the regulatory environments in which we operate” and “Item 3, Key Information – Risk Factors – Risks Related to the Regulation of Our Business – If we exceed the maximum rate at any Mexican airport at the end of any year, we could be subject to sanctions.”
Jamaican Aeronautical Revenues
In Jamaica, revenues from passenger charges, aircraft landing and parking charges, airport security charges, and passenger walkway charges are regulated by the JCAA under a price cap mechanism that establishes maximum rates in U.S. dollars for five-year regulatory periods. The JCAA must authorize any increase in these regulated charges, which apply to both of our Jamaican airports. See “Item 4, Information on the Company – Business Overview – Our Sources of Revenue – Aeronautical Services.”
For MBJA, airport fees were originally established under the concession agreement dated April 12, 2003. Regulated aeronautical fees are reviewed every five years, and the revenue per passenger yield applicable to the 2020-2024 period became effective on January 1, 2020. Passenger and other aeronautical fees increased by 1.5%, 3.2%, and 3.6%, respectively, in 2023, 2024, and 2025.
For NMIA, the maximum rates applicable to the 2020-2024 period became effective on April 1, 2020. Regulated aeronautical fees are also reviewed every five years. In 2023, 2024, and 2025, aeronautical fees (landing, parking, and bridge) remained unchanged, while passenger and security fees increased by 7.0%.
On July 26, 2024, amendments to the concession contracts for both Montego Bay and Kingston airports were announced. These amendments, arising from the impacts of the COVID-19 pandemic on the concessionaires, include (i) for Montego Bay airport, an extension of the concession period to 31 years from the original contract start date, resulting in an expiration in March 2034; and (ii) for Kingston airport, a reduction in the monthly concession fee from 62.01% to 53.22%, effective retroactively from September 11, 2023 through the end of the concession term.
On June 6, 2025, the JCAA approved the regulated aeronautical tariffs applicable to both MBJA and NMIA for the 2026-2030 regulatory period.
See “Item 4, Information on the Company – Regulatory Framework – Jamaican Aeronautical Services Regulation” for a description of MBJA’s and PACKAL’s maximum regulated charges and the procedures for setting them for future periods.
Non-aeronautical services have historically generated a smaller portion of our total revenues compared to aeronautical services. Non-aeronautical revenues represented 18.6%, 22.8%, and 23.4% of total revenues in 2023, 2024, and 2025, respectively. Non-aeronautical revenues per terminal passenger were Ps.97.1, Ps.123.4, and Ps.152.3 in 2023, 2024, and 2025, respectively. None of our non-aeronautical revenues are subject to price regulation under our maximum-rate price regulation system.
Our revenues from non-aeronautical services are primarily derived from commercial activities. We divide non-aeronautical commercial activities into (i) revenues from businesses operated by third parties and (ii) revenues from businesses operated directly by us. Businesses operated by third parties include (i) leasing of space in our airports to airlines and complementary service providers (for first class/VIP lounges and similar non-essential activities), (ii) rental and royalty payments from commercial service providers, including timeshare developers, retailers, food and beverage providers, car rental agencies, and duty-free store operators, and (iii) fees collected from other miscellaneous sources, such as vending machines. Businesses operated directly by us include car parking, advertising, VIP lounges, convenience stores, and hotel operation. Since July 1, 2024, we have also recognized revenues from handling, storage, and custody services in bonded warehouse facilities. Additionally, we derive revenues from the recovery of costs, which are included in our non-aeronautical revenues.
The following table sets forth our revenues from non-aeronautical services for the years indicated:
Non-Aeronautical Services Revenues
Year ended December 31,
2023
2024
2025
Amount
Percent
Amount
Percent
Amount
Percent
(millions of pesos, except percentages and terminal passenger data)
Non-aeronautical Services Revenues:
Businesses operated by third parties:
Food and beverage operations
Ps.
1,002.9
16.3
%
Ps.
1,160.2
15.1
%
Ps.
1,318.0
13.6
%
Duty-free operations
761.5
12.4
749.0
9.8
774.8
8.0
Retail operations
698.2
11.3
687.7
9.0
736.9
7.6
Car rentals
610.2
9.9
810.8
10.6
856.6
8.8
Leasing of space (1)
348.7
5.7
418.5
5.5
425.7
4.4
Timeshare operators
226.3
3.7
241.8
3.2
266.8
2.7
Ground transportation
178.4
2.9
183.7
2.4
205.1
2.1
Communications and financial services
116.5
1.9
109.7
1.4
118.0
1.2
Other
206.1
3.3
189.5
2.5
224.8
2.3
Total businesses operated by third parties:
4,148.8
67.3
%
4,550.9
59.3
%
4,926.7
50.8
%
Businesses operated directly by us:
Cargo operation and bonded warehouse
-
-
837.1
10.9
2,016.9
20.8
Car parking charges
706.9
0.1
697.0
9.1
757.6
7.8
Convenience stores
496.9
8.1
569.5
7.4
660.5
6.8
VIP lounges
432.5
7.0
513.7
6.7
656.5
6.8
Advertising
151.7
2.5
181.4
2.4
225.1
2.3
Hotel operation
-
-
83.3
1.1
177.0
1.8
Access control services
-
-
-
-
25.7
0.3
Total businesses operated directly by us:
1,788.1
0.3
2,882.0
37.6
4,519.3
46.6
Recovery of costs (2)
228.6
3.7
238.8
3.1
258.2
2.7
Total non-aeronautical services revenues
Ps.
6,165.4
100.0
%
Ps.
7,671.8
100.0
%
Ps.
9,704.2
100.0
%
Other Information:
Total terminal passengers (millions)
63.5
62.2
63.7
Non-aeronautical revenues per terminal passenger
Ps.
97.1
Ps.
123.4
Ps.
152.3
Change in non-aeronautical revenues per terminal passenger (year-on-year)
Includes leasing of space to airlines and complementary service providers (such as first class/VIP lounges and other similar non-essential activities).
(2)
Recovery of costs consists of utility, fuel, maintenance, and operation charges that are transferred to airlines and other tenants.
During 2023, 2024, and 2025, non-aeronautical revenues were Ps.6,165.4 million, Ps.7,671.8 million, and Ps.9,704.2 million, respectively, representing increases of 18.6% in 2023, 24.4% in 2024, and 26.5% in 2025. While we expect aeronautical revenues to continue representing the majority of our future revenues, we currently estimate that the growth rate of revenues from commercial activities will likely exceed the growth rate of aeronautical revenues, except in years when maximum tariffs are reset.
Non-aeronautical revenues per terminal passenger increased from Ps.123.4 in 2024 to Ps.152.3 in 2025, representing an increase of 23.5%. This increase resulted from the expansion of terminal buildings, the commercial strategy implemented during the year, as well as the consolidation, since July 1, 2024, of revenues from handling, storage, and custody services in bonded warehouse facilities. Although terminal passengers increased by only 2.5% in 2025, non-aeronautical services increased by 26.5%.
Non-aeronautical revenues per terminal passenger represent the average revenue generated by the commercial areas of our airports and are calculated by dividing total non-aeronautical revenues by the number of terminal passengers during the same period. As a result, if non-aeronautical revenues decline proportionately less than the number of terminal passengers, non-aeronautical revenues per terminal passenger will increase even when non-aeronautical revenues decrease. Non-aeronautical revenues per terminal passenger are principally affected by:
•
the commercial offer available at our airports;
•
opening of new commercial spaces;
•
the level of passenger traffic; and
•
the exchange rate between the Mexican peso and the U.S. dollar, which affects our U.S. dollar-denominated contracts (primarily with timeshare developers, car rental agencies, duty-free operators, and certain food and beverages, and retail tenants).
Certain categories of non-aeronautical revenues are directly impacted by passenger traffic (such as car parking, rental, and food and beverage sales) while others are not (such as leasing of space, for which we collect at least a minimum fixed rent indexed to inflation each year, plus any royalty-based payments). Accordingly, non-aeronautical revenues do not always move in line with passenger traffic or workload units.
Approximately 98.3% of the contracts with third-party tenants that can be structured on a royalty basis have already been executed as such, representing approximately 52.5% of our total non-aeronautical revenues. Under a royalty-based contract, the amount tenants must pay is based on their revenues, subject to a minimum guaranteed fixed amount determined by the square footage of the leased space. When royalty-based payments fall below the minimum guaranteed amount, the tenant must still pay the latter. Therefore, a decrease in passenger traffic would reduce non-aeronautical revenues from such tenants only if, prior to that decrease, tenants’ sales were above the minimum guaranteed amount. As a result, during periods in lower passenger traffic, non-aeronautical revenues may remain stable due to the minimum guaranteed amounts, potentially increasing non-aeronautical revenues per workload unit.
Recognition of Revenues from Improvements to Concession Assets
IFRIC 12 requires, subject to certain conditions, that infrastructure subject to a service concession agreement not be recognized as property, plant, and equipment. It also requires that revenues obtained when the operator performs construction or upgrade services and operating services under a single concession be recognized separately, based on the fair value of the consideration received when each service is rendered. We recognize revenues and the associated costs of improvements to concession assets in connection with the obligations established in the Master Development Programs in Mexico and the Capital Development Program in Jamaica. Revenues represent the value of the exchange between us and the respective government, whereby we construct or provide improvements to the airports as required under these programs, and in exchange, the respective government grants us the right to obtain benefits from services provided using those assets, which are recognized as intangible assets. We have determined that our obligations under the Master Development Programs in Mexico and the Capital Development Program in Jamaica constitute revenue-earning activities, as all expenditures incurred to fulfill these programs are included in the tariffs. Accordingly, we recognize the related revenue and expense in profit or loss when the expenditures are incurred. The cost of such additions and improvements to concession assets is based on the actual costs incurred in executing the additions or improvements, consistent with the investment requirements of the Master Development Programs and the Capital Development Program.
We engage third parties through competitive bidding processes to carry out these construction activities. Revenues for these services equal the costs incurred, as no profit margin is earned on construction services. All amounts reflect market value. As a result, revenues from improvements to concession assets have not cash and are not directly related to passenger traffic, which is the main driver of our revenues. In 2023, we recognized Ps.7,791.3 million in revenues from improvements to concession assets, an increase of 60.8% compared to 2022. In 2024, we recognized Ps.6,832.5 million, a decrease of 12.3% compared to 2023. In 2025, we recognized Ps.8,882.7 million, an increase of 30.0% compared to 2024.
Operating Costs
The following table sets forth our operating costs and certain other related information for the years indicated:
Operating Costs
Year ended December 31,
2023
2024
2025
Amount
Amount
Amount
% change
(millions of pesos, except percentages and workload unit data)
Operating Costs:
Employee costs (1)
Ps.
1,724.5
Ps.
2,126.0
Ps.
2,577.4
21.2
%
Maintenance (1)
728.6
848.6
1,256.4
48.1
Safety, security and insurance (1)
691.2
831.4
927.0
11.5
Utilities (1)
485.3
542.5
606.0
11.7
Other (1) (2)
750.6
914.8
1,123.9
22.9
Technical assistance fees
851.3
845.2
971.8
15.0
Concession taxes
2,532.9
2,666.8
3,817.8
43.2
Depreciation and amortization:
Depreciation (3)
851.6
1,214.1
1,328.3
9.4
Amortization (4)
1,694.1
1,846.9
2,423.6
31.2
Total depreciation and amortization
2,545.7
3,061.0
3,751.9
22.6
Other income - net
(15.9
)
(105.1
)
(86.4
)
(17.8
)
10,294.1
11,731.2
14,945.8
27.4
%
Cost of improvements to concession assets
7,791.3
6,832.5
8,882.6
30.0
Total operating costs
Ps.
18,085.4
Ps.
18,563.7
Ps.
23,828.4
28.4
%
Other Information:
Total workload units (thousands) (5)
66,008.0
64,929.8
66,505.0
2.4
Cost of services per workload unit
Ps.
66.4
Ps.
81.1
Ps.
97.6
20.4
%
Cost of services / the sum of aeronautical and non-aeronautical revenues (6)
17.2
%
19.7
%
20.0
%
(1)
Cost of services includes employee cost, maintenance, safety, security, insurance, utilities, allowance for expected credit loss, and other operating cost.
(2)
Includes both the “Expected credit loss of the year” and “other operating expenses”.
(3)
Reflects depreciation of machinery, equipment and improvements on leased buildings.
(4)
Reflects amortization of our improvements of concession assets, concessions and other acquired rights.
(5)
Under the regulation applicable to our aeronautical revenues, a workload unit is equivalent to one terminal passenger or 100 kilograms (220 pounds) of cargo.
(6)
Cost of services divided by the sum of aeronautical and non-aeronautical revenues, expressed as a percentage.
Cost of Services
Our cost of services includes employee costs, maintenance, safety, security, insurance costs, and utilities (of which a portion is recovered from tenants), and other operating expenses. The cost of services per workload unit is calculated by dividing the cost of services by total workload units for a given period. This metric is influenced each year by variations in the individual components of the cost of services and by changes in the relative number of workload units. Accordingly, when cost of services increases at a slower rate that workload units, the cost of
service per workload unit decreases. Similarly, when cost of services remain stable but workload units decline, the cost per workload unit increases.
Our cost of services per workload unit was Ps.66.4 in 2023, Ps.81.1 in 2024, and Ps.97.6 in 2025, representing an increase of 22.2% from 2023 to 2024 and an increase of 20.3% from 2024 to 2025. In 2025, the cost of services increased by 23.3%, or Ps.1,227.5 million, while total workload units increased by 2.4%. This increase in cost of services was primarily driven by a Ps.451.5 million increase in employee costs, Ps.407.8 million in maintenance, and an increase of Ps.257.4 million in other operative expenses. At our Mexican airports, cost of services increased by Ps.1,198.5 million, or 27.7%, mainly due to increases of Ps.425.0 million in employee cost, Ps.374.9 million in maintenance, Ps.260.6 million in other operative expenses, Ps.69.8 million in safety, security and insurance, and Ps.68.2 million in utilities. At our Jamaican airports, cost of services increased by Ps.77.3 million, or 8.7%, mainly due increases of Ps.32.9 million in maintenance, Ps.26.5 million in employee costs, and Ps.25.8 million in safety, security and insurance. This was partially offset by a decrease in Ps.4.7 million in utilities.
Our operating margin, calculated as income from operations divided by aeronautical and non-aeronautical revenues decreased by 220 basis points from 56.2% in 2024 to 54.0% in 2025, mainly as a result of an increase in the cost of services.
Technical Assistance Fees
Technical Assistance Fees in Mexico
Under the technical assistance agreement, AMP provides us with management and consulting services, technical assistance, and technological and industry expertise in exchange for a fee. This agreement is described in greater detail in Item 7. Since January 1, 2002, the fee has been equal to the greater of U.S.$4.0 million, adjusted annually for U.S. inflation, and 5% of our annual consolidated income from operations, defined as earnings before interest income or expense, prior to deducting the technical assistance fee, income taxes, depreciation and amortization, and in each case determined in accordance with MFRS. The technical assistance fee is a component of our maximum tariffs and is collected through the maximum tariffs we charge. In 2023, 2024, and 2025, this fee was Ps.851.3 million, Ps.845.2 million, and Ps.971.7 million, respectively.
Upon completion of the Pending Business Combination described in “Item 4, Information on the Company — History and Development of the Company — Pending Business Combination”, the technical assistance agreement will terminate and we will no longer pay the technical assistance fee described above.
Technical Assistance Fees in Jamaica
Neither MBJA nor NMIA has a technical assistance agreement with third parties.
Concession Taxes
Mexican Concession Tax
The Company is subject to the Federal Law on Rights (Ley Federal de Derechos) in Mexico, which requires each Mexican airport to pay a concession fee to the Federal Government equivalent to 5% of the annual gross revenues (excluding revenues from improvements to concession assets) derived from the use of public domain assets pursuant to the terms of its concession. As of January 1, 2024, this percentage increased to 9% by a decree issued by the Federal Government. The concession tax rate may vary from year to year as determined solely by the Mexican Federal Congress, and there is no assurance that the rate will not increase in the future. If the concession tax rate is increased, we are entitled to request a corresponding increase in our maximum rates from the SICT; however, there can be no assurance that the SICT will approve such request.
In 2023, 2024, and 2025, this tax amounted to Ps.1,014.5 million, Ps.1,163.3 million, and Ps.2,309.3 million, respectively.
Jamaican Concession Fees
Under the terms of the Concession Agreement and the applicable tax legislation, MBJA is required to pay to the Jamaican government a monthly concession fee per workload unit for the right to use and develop the assets subject to the concession. In addition, MBJA must pay an additional concession fee equal to 45% of any revenues earned in excess of the forecast revenues established in the Concession Agreement. This additional concession fee is calculated for the period from April to March each year and is payable annually.
The Concession Agreement further provides that once a 25% cumulative annualized internal rate of return hurdle (“IRR Hurdle”), measured from the date of the first equity contribution to the concessionaire, is reached, any equity distributions above the IRR Hurdle made to MBJA’s shareholders must be matched by an equal payment to the AAJ, as owner of the concession assets (the “Excess Benefit Payment”). Equity distributions include any dividend, capital reduction, interest, fee, loan, or other payment to MBJA’s shareholders. As of December 2025, MBJA had not reached IRR hurdle; the aggregate IRR as of that date was 18.3%.
The concession fee for 2023 was U.S.$3.48 per workload unit served. In 2023, monthly and annual concession fees totaled Ps.784.8 million. The concession fee for 2024 increased to U.S.$3.60 per workload unit served, and total monthly and annual concession fees for that year amounted to Ps.837.9 million. For 2025, total monthly and annual concession fees amounted to Ps.717.3 million.
The additional concession fees for the periods ending March 2024, March 2025 and March 2026 were U.S.$30.5 million, U.S.$26.1 million, and U.S.$15.5 million, respectively.
Under the terms of the NMIA Concession Agreement and the applicable tax legislation, PACKAL is required to pay the Jamaican government a monthly concession fee equal to 53.22% of total aeronautical and non-aeronautical revenues based on NMIA’s gross revenues, except for certain cost recovery allowances.
For 2023, 2024, and 2025, PACKAL paid Ps.733.6 million, Ps.665.6 million, and Ps.791.1 million in concession fees, respectively.
Depreciation and Amortization
Depreciation and Amortization of Mexican Assets
Our depreciation and amortization expenses primarily reflect the amortization of our investment in our twelve Mexican concessions, which we began amortizing for accounting purposes in August 1999, the date on which the value of our concessions was determined based on the value assigned by AMP to our Series BB shares as part of its winning bid to acquire its 15% interest in us. In addition, we write-off the value of certain fixed assets we acquire or build at our Mexican airports pursuant to the investment requirements under our Master Development Programs when such assets are superseded by new investments. In 2023 and, 2024, these write-offs totaled Ps.35.1 million and, Ps.0.1 million, respectively, in 2025 we do not have write-offs.
Depreciation and Amortization of Jamaican Assets
Our depreciation and amortization expenses in Jamaica primarily reflect the amortization of our investment in our Jamaican airports, including the value of certain fixed assets acquired pursuant to the investment requirements under their respective Capital Development Programs. Depreciation and amortization also include the amortization of the fair value of the MBJA and NMIA concessions. For further information regarding depreciation and amortization expenses, refer to Notes 7, 8, 9, 10, and 11 to our audited consolidated financial statements.
Cost of Improvements to Concession Assets
In compliance with our Master Development Programs in Mexico and the Capital Development Program in Jamaica, we invest in additions and upgrades to our concession assets. These investments are reflected according to IFRIC 12. Because we hire third parties to provide construction and upgrade services, and we do not recognize a premium on the cost of services, our revenues from improvements to concession assets are equal to the cost of improvements to concession assets, such that the application of IFRIC 12 does not have a cash impact on our results.
Taxation
We and each of our subsidiaries pay taxes on an individual (rather than a consolidated) basis.
Our effective tax rates in 2023, 2024, and 2025 were 24.1%, 26.7%, and 29.1%, respectively.
In 2025, our effective tax rate increased 240 basis points compared to 2024, resulting from a Ps.823.2 million increase in our current tax expense. This increase was offset by a Ps.49.7 million decrease in deferred income tax benefits, driven mainly by less application of fiscal losses by Ps.257.0 million and decrease in inflation, which went from 4.2% in 2024 to 3.7% in 2025.
In 2024, our effective tax rate increased 260 basis points compared to 2023, resulting from a Ps.373.0 million increase in our current tax expense. This increase was offset by a Ps.204.6 million decrease in deferred income tax benefits driven mainly by the application of fiscal losses by Ps.525.7 million and the application of other deferred taxes of Ps.189.8 million. This effect was offset by the decrease in inflation, which went from 4.7% in 2023 to 4.2% in 2024.
In 2023, our effective tax rate decreased 110 basis points compared to 2022, resulting from a Ps.233.0 million decrease in our current tax expense. This decrease was offset by a Ps.214.8 million decrease in deferred income tax benefits due to lower inflation. The inflation rate in Mexico decreased from 7.8% in 2022 to 4.7% in 2023.
In terms of cash flows, we paid Ps.4,501.9 million, Ps.3,474.7 million, and Ps.4,744.7 in corporate taxes in 2023, 2024, and 2025, respectively, representing 35.3%, 28.7%, and 33.6% of our earnings before taxes.
Taxation in Mexico
In 2014, the Mexican federal income tax rate was set at 30%. This rate applies to all of our Mexican entities, except for those whose operations are located on the Mexican side of the border with the United States. These entities are subject to a 20% income tax rate under the Decree for Fiscal Incentives in the Northern Border Region (Decreto de Estímulos Fiscales Región Fronteriza Norte). On December 24, 2025, the Mexican government published a decree in the Official Gazette extending the applicability of the 20% income tax rate through December 31, 2026.
We regularly review our deferred tax assets for recoverability. These assets are reduced as necessary to the extent that a future tax benefit is no longer probable. This is based on analyzing of historical taxable income, projected future taxable income, and the expected timing of the reversal of existing temporary differences. In addition, Mexican tax law allows Mexican companies to utilize tax amortization rates lower than the maximum allowable rates to modify their tax amortization rates every five years without exceeding the maximum permissible rate. Beginning in 2000, we utilized rates lower than the 15% maximum allowable rate to amortize our airport concessions and rights to use airport facilities for tax purposes.
We had determined that the overall minimum tax payable under the Pillar 2 model of the Organization for Economic Cooperation and Development’s Inclusive Framework on Base Erosion and Profit Shifting (Pillar 2 income taxes) falls within the regulatory framework of IAS 12 Income Taxes.
Taxation in Jamaica
Jamaican companies, including our Jamaican airports, are required to pay corporate income tax on taxable profits, employer taxes on certain employee costs, and a value-added tax on services offered.
Corporate income tax is applicable on taxable profit at a rate of 25%, but taxable profit may be reduced by an employer tax credit of up to the total amount of employer and certain obligatory employee taxes timely paid during any fiscal year. However, this employer tax credit is clawed back if dividends are paid to shareholders in subsequent fiscal years based on a prescribed formula. In 2023, 2024, and 2025, our Jamaican airports incurred U.S.$16.8 million (Ps.299.1 million), U.S.$16.7 million (Ps.305.0 million), and U.S.$16.2 million (Ps.311 million), respectively, in corporate income tax liabilities.
Employee Profit-Sharing
Employee Profit-Sharing in Mexico
We are subject to the statutory employee profit-sharing regime established under the Mexican Federal Labor Law (Ley Federal del Trabajo). Under this regime, 10% of each unconsolidated company’s annual profits (as calculated for tax purposes) must be distributed among its employees other than its chief executive officer. Profit sharing is calculated by adjusting the year’s taxable income by the income tax for that year as amended by certain provisions. As a result of the 2021 Labor Reform, the employee profit-sharing distribution is capped at three months’ employee salary or the average distribution made over the previous three years, whichever is higher. Therefore, the effective payment for this concept is significantly less than the established percentage.
Employee Profit-Sharing in Jamaica
Our Jamaican airports are not subject to a profit-sharing regime.
Employee Retirement Plans
Employee Retirement Plans in Mexico
Under Mexican legislation, we must make payments equivalent to 2% of our workers’ comprehensive daily salary to a defined contribution plan that is part of the retirement savings system. This expense amounted to Ps.15.9 million in 2023, Ps.25.0 million in 2024, and Ps.37.2 million in 2025.
MBJA participates in a defined contribution pension scheme, the assets of which are held in a separate fund administered by trustees and a fund Administrator. Under this contribution pension scheme, MBJA pays fixed percentage contributions to the fund, which are funded by payments from employees and the company. MBJA’s contributions are charged to the statement of comprehensive income for the year to which they relate. This expense amounted to Ps.3.2 million in 2023, Ps.3.1 million in 2024, and Ps.3.3 million in 2025.
As of October 10, 2020, PACKAL participates in a defined contribution pension scheme, given that all employees are permanent. The pension assets are held in an approved retirement scheme. Under this contribution pension scheme, PACKAL pays fixed percentage contributions to the fund, which are funded by payments from employees and the company. PACKAL’s contributions are charged to the statement of comprehensive income for the year to which they relate. This expense amounted to Ps.2.3 million in 2023, Ps.2.4 million in 2024, and Ps.2.5 million in 2025.
Effects of Devaluation and Inflation
The following table sets forth, for the periods indicated, the percentage change in the price of the Mexican peso against the U.S. dollar, the Mexican inflation rate, the U.S. inflation rate, and Mexican GDP, each as compared to the previous period:
Year ended December 31,
2023
2024
2025
(Appreciation) depreciation of the Mexican peso as compared to the U.S. dollar (1)
(12.7
)%
20.0
%
(11.4
)%
Mexican inflation rate (2)
4.7
%
4.2
%
3.7
%
U.S. inflation rate (3)
3.4
%
2.9
%
2.7
%
Increase in Mexican GDP (4)
3.0
%
1.2
%
0.8
%
(1)
Based on changes in the rates for calculating foreign exchange liabilities, as reported by the Mexican Central Bank (Banco de México), at the end of each period, which were as follows: Ps.16.8935 per U.S.$1.00 as of December 31, 2023, Ps.20.2683 per U.S.$1.00 as of December 31, 2024, and Ps.17.9667 per U.S.$1.00 as of December 31, 2025.
(2)
Based on changes in the Mexican CPI from the previous period, as reported by INEGI, the Mexican CPI at year-end was 132.373 in 2023, 137.949 in 2024, and 143.042 in 2025.
(3)
As reported by the U.S. Bureau of Labor Statistics.
(4)
Estimated as reported by INEGI.
The general condition of the Mexican economy, changes in the value of the peso as compared to the U.S. dollar, inflation, and high-interest rates have in the past adversely affected, and may in the future adversely affect, our:
•
Depreciation and amortization expense. According to IFRS, if inflation rates over a three-year period approach or exceed 100.0%, the incorporation of inflation into an entity’s financial statements becomes necessary. Therefore, non-monetary assets would be restated, and as a result, the depreciation and amortization of those assets would be higher, negatively affecting our net profit.
•
Passenger charges. Passenger charges for international passengers are currently denominated in U.S. dollars but are invoiced and collected in pesos. Meanwhile, passenger charges for domestic passengers are denominated in pesos. Consequently, an appreciation of the peso against the U.S. dollar could cause declines in our revenues from passenger charges for international passengers and, consequently, in our aeronautical revenues. This would also produce a decrease in peso-denominated revenues when compared with the previous year because our tariffs for the services we provide to international flights or international passengers are denominated in U.S. dollars but are generally invoiced and paid for in Mexican pesos based on the average exchange rate for the month prior to each flight on which the charge is incurred.
•
Finance income (cost). As required by IFRS, our finance income (cost) reflects gains or losses from foreign exchange and gains and losses from interest earned or incurred, and as a consequence, a depreciation or appreciation of the peso would impact the finance income (cost).
•
Maximum rates in pesos. Our tariffs for the services we provide in our Mexican airports to international flights or international passengers are denominated in U.S. dollars. However, they are generally invoiced and paid in Mexican pesos based on the average exchange rate for the month prior to each flight. During 2023, 2024, and 2025, we collected passenger charges from airlines for an average period of 63, 62, and 67 days, respectively. We intend to charge prices as close as possible to the maximum rates we can charge. Since we are usually only entitled to adjust our specific prices once every six months (or earlier upon a cumulative increase of 5% in the Mexican PPI, excluding petroleum), a depreciation of the peso compared to the U.S. dollar, particularly late in the year, could cause us to exceed the maximum rates at one or more of our airports, possibly leading to the termination of one of our Mexican concessions if it is repeated and sanctioned by the SICT at least two times. If any of our Mexican concessions is terminated, our other Mexican concessions may also be terminated. In addition, if the peso appreciates as compared to the U.S.
dollar, we may underestimate the specific prices we can charge for regulated services. We may also be unable to adjust our prices upwards to maximize our regulated revenues.
•
Non-aeronautical revenues. In addition, some of our non-aeronautical revenue contracts are denominated and invoiced in U.S. dollars; however, some of them are collected in Mexican pesos. Consequently, an appreciation of the peso against the U.S. dollar would cause declines in our revenues from these U.S. dollar-denominated contracts.
Results of Operations by Subsidiary
Historically, our most profitable airports have been our Guadalajara, Los Cabos, Montego Bay, and Puerto Vallarta international airports, which handle the majority of our international passengers. In 2023 and 2024, our Guanajuato and Los Mochis airports, respectively, had the highest percentage increase in passenger traffic. In 2025, our Mexicali airport had the highest percentage increase in passenger traffic, with an increase of 23.0% compared to 2024.
We determine profitability per airport by dividing income from operations at each airport by total revenues. Operating margins at our Tijuana airport historically have been lower than at our other principal airports. This is because the maximum rates applicable to aeronautical services provided at our Tijuana airport are lower than those applicable to our other principal airports. This results from the amortization of our concession relative to the level of revenues being much higher at our Tijuana airport than at our other principal airports. This is because the original concession value assigned to Tijuana International Airport was proportionately higher.
Cost of operations includes cost of services, technical assistance fees and concession taxes.
(3)
We determine operating margin per airport by dividing income from operations at each airport or group of airports by total revenues for that airport or group of airports.
(4)
Reflects the results of operations of our Morelia, La Paz, Aguascalientes, Mexicali, Los Mochis, Manzanillo and Kingston airports.
(5)
Other subsidiaries data reflects the results of operations of our holding company, as well as those of our administrative, operating car parking services providers, as well as the cargo and bonded warehouse facilities.
Income from operations divided by total revenues, expressed as a percentage.
(3)
Profit for the year divided by total revenues, expressed as a percentage.
Results of Operations for the Year ended December 31, 2025 Compared to the Year Ended December 31, 2024
Revenues
Total revenues increased 23.2% from Ps.33,614.4 million in 2024 to Ps.41,408.5 million in 2025. This results from increase in aeronautical revenues mainly attributable to the implementation of the new maximum tariffs, the increase in non-aeronautical revenues resulting from the commercial strategy and the consolidation of the cargo and bonded warehouse facilities. The total revenue increase was comprised of an increase of Ps.3,711.8 million, or 19.4%, in aeronautical services revenues, an increase of Ps.2,032.3 million, or 26.5%, in non-aeronautical revenues, and a increase of Ps.2,050.1 million, or 30.0%, in revenues from improvements to concession assets, which increased as a result of the committed investments outlined in our Master Development Programs.
Aeronautical Services Revenues
Aeronautical services revenues increased by Ps.3,711.8 million, or 19.4%, from Ps.19,110.1 million in 2024 to Ps.22,821.8 million in 2025.
Aeronautical services revenues at our Mexican airports increased Ps.3,624.3 million, or 22.5%, primarily due to an increase in revenues from passenger charges of Ps.3,042.8 million, or 21.9%, due to the implementation of approved maximum tariffs for the period 2025-2029. Revenues from aircraft landing and parking fees in our Mexican airports increased by Ps.321.1 million, or 20.5%, while revenues from the leasing of space to airlines for ticket counters, airport security, and complementary services increased by Ps.96.5 million, or 13.08%.
Aeronautical services revenues at our Jamaican airports increased by Ps.87.4 million, or 2.9%, compared to 2024. However, revenues in U.S. dollars decreased by US$3.3 million, or 2.0%, primarily due to the impact of the hurricane and the resulting decrease in operations; this was offset by the depreciation of the peso against the dollar compared to 2024 of 5.1%, which went from an average exchange rate of Ps.18.3001 in 2024 to Ps.19.2324 in 2025, increasing the reported revenue in pesos for 2025.
Non-Aeronautical Services Revenues
Non-aeronautical services revenues increased by Ps.2,032.3 million, or 26.5%, from Ps.7,671.8 million in 2024 to Ps.9,704.1 million in 2025. This growth was mainly driven by the consolidation of the cargo and bonded warehouse facilities beginning in July 2024, the opening of new commercial areas, and the renegotiation of current contracts with tenants.
Non-aeronautical services revenues at our Mexican airports increased by Ps.1,981.3 million, or 29.9%, compared to 2024. Revenues from businesses operated directly by us in our Mexican airports increased by Ps.1,630.0 million, or 58.1%, primarily driven by the consolidation of the cargo and bonded warehouse business, which increased by Ps. 1,170.1 million, or 167.2%, reflecting six months of contribution since July 2024 and a full year of operations in 2025, higher revenues from vip lounges, convenience store and hotel operation, which together contributed Ps.353.2 million. Revenues from businesses operated by third parties increased Ps.341.7 million, or 9.4%, primarily driven by higher revenues from food and beverage operations, retail, car rental, and other commercial revenue, which jointly increased by Ps.288 million, or 76.7%.
Non-aeronautical services revenues from our Jamaican airports increased by Ps.51.0 million, or 4.9%, compared to 2024. The business lines that increased the most were leasing of space, car rental, food and beverage operations,which together increased by Ps.36.3 million, or 71.1%.
Revenues from Improvements to Concession Assets
Revenues from improvements to concession assets increased by Ps.2,050.2 million, or 30.0%, from Ps.6,832.5 million in 2024 to Ps.8,882.7 million in 2025. These revenues are determined by the committed investments established under our Master Development Programs in Mexico and our Capital Development Programs in Jamaica. For 2025, the principal commitments for improvements to concession assets included: building of a taxiway, new parking building and roads at the Guadalajara airport, rehabilitation of taxiway in Puerto Vallarta airport, the rehabilitation of the runway and SSEI building at the Bajío Airport, the expansion of the New Transit Processing Building at the Tijuana Airport, the expansion, remodeling, and reconfiguration of Terminal 2, and the expansion of the platform at San José del Cabo Airport, the expansion of the terminal building in Mexicali and the, expansion of the taxiway of the Kingston Airports as well as the expansion of the terminal at the Montego Bay airport.
Revenues by Airport
Total revenues for Guadalajara airport increased by Ps.1,961.5 million, or 20.3%, from Ps.9,667.7 million in 2024 to Ps.11,629.2 million in 2025 (taking into account only aeronautical and non-aeronautical revenues, revenues increased by Ps.1,311.0 million, or 19.6%). Aeronautical services revenues increased by Ps.1,157.6 million, or 21.5%, from Ps.5,372.3 million in 2024 to Ps.6,529.9 million in 2025. This
growth was mainly driven by an increase in passenger charges of Ps.945.0 million, or 20.4%, landing charges of Ps.66.8 million, or 18.0%, passenger walkway charges of Ps.66.7 million or 100.0%, and aircraft parking of Ps. 39.2 million, or 26.5%. Non-aeronautical services revenues increased by Ps.153.4 million, or 11.6%, from Ps.1,317.3 million in 2024 to Ps.1,470.7 million in 2025. This increase was primarily attributable to higher revenues from business lines operated by third parties, which increased by Ps.156.6 million, or 13.3%, mainly due to higher revenues in food and beverage, car rental, duty free, and retail operations, which jointly increased Ps.115.5 million. Revenues from businesses operated directly by us decreased by Ps.3.2 million, mainly derived from a decrease in car parking charges of Ps.8.1 million, offset by convenience store of Ps. 2.7 million. Revenues from improvements to concession assets increased by Ps.650.4 million, or 21.8%.
Total revenues for Tijuana airport increased by Ps.1,319.6 million, or 35.6%, from Ps.3,703.7 million in 2024 to Ps.5,023.2 million in 2025 (taking into account only aeronautical and non-aeronautical services revenues, revenues increased by Ps.582.5 million, or 17.6%). Aeronautical services revenues increased by Ps.585.2 million, or 21.0%, from Ps.2,787.0 million in 2024 to Ps.3,372.2 million in 2025. This growth was mainly driven by an increase in passenger charges of Ps.472.1 million, or 19.4%, landing charges of Ps.41.2 million, or 23.6%, passenger walkway charges of Ps.32.7 million, or 100.0%, and complementary service of Ps. 18.2 million or 43.3%. Non-aeronautical services revenues decreased by Ps.2.7 million, or 0.5%, from Ps.521.9 million in 2024 to Ps.519.1 million in 2025. This decrease was primarily attributable to lower revenues from business lines operated directly by us for Ps.79.5 million or 53.6%. This decrease was offset by an increase in revenues from business lines operated by third parties by Ps.76.8 million, or 20.5%, mainly due to an increase in food and beverage, car rental, and leasing of space, which jointly increased Ps.66.0 million. Revenues from improvements to concession assets increased by Ps.737.1 million, or 186.7%, in 2025 compared to 2024.
Total revenues for Los Cabos airport increased by Ps.499.1 million, or 10.8%, from Ps.4,605.0 million in 2024 to Ps.5,104.2 million in 2025 (taking into account only revenues from aeronautical and non-aeronautical services, revenues increased by Ps.655.9 million, or 16.3%). Aeronautical services revenues increased by Ps.586.4 million, or 21.2%, from Ps.2,763.3 million in 2024 to Ps.3,349.7 million in 2025. This growth was mainly driven by an increase in passenger charges of Ps.503.5 million, or 21.1%, landing charges of Ps.39.7 million, or 19.7%, and passenger walkway charges of Ps.24.0 million, or 100.0%. Non-aeronautical services revenues increased by Ps.69.5 million, or 5.5%, from Ps.1,261.5 million in 2024 to Ps.1,331.0 million in 2025. This increase in non-aeronautical services revenues was primarily due to an increase in revenues from business lines operated by third parties of Ps.75.1 million, or 6.4%. This increase was mainly from timeshares, food and beverage, retail operations and duty free which jointly increased Ps.60.8 million. Revenues from business lines operated directly by us decreased by Ps.5.6 million, or 7.1%. Revenues from improvements to concession assets decreased by Ps.156.8 million, or 27.0%, in 2025 compared to 2024.
Total revenues for Puerto Vallarta airport increased by Ps.1,040.0 million, or 23.0%, from Ps.4,531.3 million in 2024 to Ps.5,571.3 million in 2025 (taking into account only revenues from aeronautical and non-aeronautical services, revenues increased by Ps.579.2 million, or 19.3%). Aeronautical services revenues increased by Ps.513.3 million, or 21.3%, from Ps.2,414.1 million in 2024 to Ps.2,927.3 million in 2025. This growth was mainly driven by an increase in passenger charges of Ps.472.0 million, or 23.0%, passenger walkway charges of Ps.30.3 million, or 100.0%, and landing charges of Ps.6.9 million or 2.8%. Non-aeronautical services revenues increased by Ps.65.9 million, or 11.2%, from Ps.587.4 million in 2024 to Ps.653.3 million in 2025. This increase in non-aeronautical services revenues was primarily due to an increase in business lines operated by third parties of Ps.57.7 million, or 10.7%. This increase was mainly from food and beverage, retail operations, car rentals and ground transportation, which jointly increased Ps.48.8 million. Revenues from business lines operated directly by us increased Ps.8.2 million, or 17.4%. Revenues from improvements to concession assets increased by Ps.460.8 million, or 30.1%, in 2025 compared to 2024.
Total revenues for Montego Bay airport decreased by Ps.9.9 million, or 0.3%, from Ps.2,926.9 million in 2024 to Ps.2,917.0 million in 2025 (taking into account only revenues from aeronautical and non-aeronautical services, revenues decrease by Ps.39.7 million, or 1.5%. Aeronautical services revenues decreased by Ps.61.9 million, or 3.3%, from Ps.1,871.7 million in 2024 to Ps.1,809.7 million in 2025. This decrease in aeronautical services revenues was mainly due to a decrease in revenues from passenger charges of Ps.52.5 million, or 4.2%, complementary service providers of Ps.9.3 million, or 2.9%, and landing charges of Ps.5.2 million, or 3.5%, and was offset partially by an airport security charges of Ps.7.3 million, or 5.8%. Non-aeronautical services revenues increased by Ps.22.2 million, or 2.7%, from Ps.826.7 million in 2024 to Ps.848.8 million in 2025. This increase in non-aeronautical services revenues was primarily due to an increase in revenues from business lines operated by third parties of Ps.12.3 million, or 1.6%. This increase was mainly in the leasing of space, food and beverage, and car rental revenues, which jointly increased Ps.22.0 million, and offset by duty free of Ps. 13.0 million. Revenues from businesses lines operated directly by us increased by Ps.9.9 million, or 14.0%. Revenues from improvements to concession assets increased by Ps.29.9 million, or 13.1%, in 2025 compared to 2024.
Total revenues for Guanajuato airport increased by Ps.256.2 million, or 18.0%, from Ps.1,419.5 million in 2024 to Ps.1,675.7 million in 2025 (taking into account only revenues from aeronautical and non-aeronautical services, revenues increased by Ps.209.4 million, or 18.9%.). Aeronautical services revenues increased by Ps.203.6 million, or 22.2%, from Ps.917.1 million in 2024 to Ps.1,120.7 million in 2025. This increase in aeronautical services revenues was mainly due to an increase in revenues from passenger charges of Ps.174.3 million, or 21.9%, revenues from landing chargers of Ps.15.9 million, or 20.1%, passenger walkway charges of Ps.6.4 million, or 100%, and aircraft parking charges of Ps.3.7 million, or 37.3%. Non-aeronautical services revenues increased by Ps.5.7 million, or 3.0%, from Ps.190.9 million in 2024 to Ps.196.6 million in 2025. This increase in non-aeronautical services was primarily due to an increase in revenues from business lines operated by third parties of Ps.10.3 million, or 6.5%. This increase was mainly in the leasing of space, food and beverage and car rental revenues, which
jointly increased Ps.8.3 million. Businesses operated directly by us decreased by Ps.4.6 million, or 14.2%. Revenues from improvements to concession assets increased by Ps.46.8 million, or 15.0%, in 2025 compared to 2024.
Total revenues for Hermosillo airport increased by Ps.73.9 million, or 10.2%, from Ps.724.3 million in 2024 to Ps.798.2 million in 2025. (taking into account only revenues from aeronautical and non-aeronautical services, revenues increased by Ps.105.3 million, or 16.7%.). Aeronautical services revenues increased by Ps.110.3 million, or 21.4%, from Ps.515.5 million in 2024 to Ps.625.8 million in 2025. This increase was primarily attributable to a Ps.93.5 million increase in passenger charges or 22.5%, landing charges of Ps.6.9 million or 15.9%, complementary services of Ps.4.0 million, or 13.8% and passenger walkway charges, of Ps.3.6 million or 100%. Non-aeronautical services revenues decreased by Ps.5.0 million, or 4.3%, from Ps.116.0 million in 2024 to Ps.111.0 million in 2025. This decrease was mainly due to Ps.2.2 million, or 2.2%, decrease in revenues from businesses operated by third parties. The decrease was mainly driven by leasing space, car rentals, and financial services, which together decreased by Ps.5.3 million. Revenues from business lines operated directly by us decreased by Ps.3.0 million, or 17.3%. Revenues from improvements to concession assets decreased by Ps.31.4 million, or 33.8%, in 2025 compared to 2024.
Total revenues for our other seven airports increased by Ps.966.5 million, or 26.8%, from Ps.3,612.2 million in 2024 to Ps.4,578.6 million in 2025 (taking into account only revenues from aeronautical and non-aeronautical services, revenues increased by Ps.653.2 million, or 22.6%). Aeronautical services revenues at these airports increased by Ps.617.2 million, or 25.0%, from Ps.2,469.2 million in 2024 to Ps.3,086.4 million in 2025. This increase in aeronautical services revenues was mainly due to an increase in revenues from passenger charges of Ps.456.9 million, or 26.5%, landing charges of Ps.80.4 million or 39.8%, airport security charges of Ps.45.3 million or 13.8%, passenger walkway charges of Ps.28.2 million, or 100%, and complementary service providers of Ps.14.9 million or 11.7%,partially offset decrease in aircraft parking chargesby Ps. 11.0 million, or 25.7%. Non-aeronautical services revenues increased by Ps.35.9 million, or 8.3%, from Ps.426.8 million in 2024 to Ps.462.3 million in 2025. This increase in non-aeronautical services was primarily due to an increase in revenues from businesses operated by third parties of Ps.42.8 million, or 14.5%. Revenues from business lines operated directly by us decreased by Ps.7.3 million, or 5.5%. Revenues from improvements to concession assets increased by Ps.313.3 million, or 43.7%, in 2025 compared to 2024.
Operating Costs
Total operating costs increased by Ps.5,264.7 million, or 28.4%, from Ps.18,563.7 million in 2024 to Ps.23,828.4 million in 2025, primarily due to an increase in operating costs for our Mexican airports by Ps.5,047.1 million, or 33.6%, from Ps.15,008.8 million in 2024 to Ps.20,055.9 million in 2025, increase in operating costs of Jamaica airports of Ps.217.6 million, or 6.1%, from Ps.3,555.0 million in 2024 to Ps.3,772.6 million in 2025.
Cost of Services
Cost of services, which comprises employee costs, maintenance, safety, security and insurance, utilities, expected credit loss, and other operating expenses, increased by Ps.1,227.4 million, or 23.3%, from Ps.5,263.3 million in 2024 to Ps.6,490.7 million in 2025.
Cost of services for our Mexican airports increased by Ps.1,198.5 million, or 27.7%, in 2025 compared to 2024. The change in cost of services for these airports was composed primarily of the following factors:
•
Employee costs increased by Ps.425.1 million, or 22.5%, compared to 2024, mainly due to the hiring of additional personnel as well as the adjustments in salaries and changes in Labor Law, and the consolidation of the cargo and bonded warehouse facilities, which contributed Ps.148.7 million.
•
Maintenance costs increased by Ps.374.9 million, or 55.1%, compared to 2024, primarily due to the opening of additional operational areas, the operation of passenger boarding bridges of Ps.168.0 million,and the consolidation of the cargo and bonded warehouse facilities, which contributed Ps.24.2 million.
•
Other operating expenses increased by Ps.260.6 million, or 33.9%, compared to 2024, mainly due to a combined increase in services, professional fees, and travel expenses of Ps.225.5 million and the consolidation of the cargo and the bonded warehouse facilities which added of Ps.37.5 million.
•
Safety, security, and insurance costs increased by Ps.69.8 million, or 11.4%, compared to 2024, mainly due to an increase in the number of security staff, an increase in minimum wages, changes in Labor Law, and the opening of additional operational areas and the consolidation of the cargo and bonded warehouse facilities.
•
Utilities increased by Ps.68.2 million, or 18.4%, compared to 2024, mainly due to the increase in the consumption of energy derived from the opening of new operational areas, the rise in fuel prices, and the increase in water fees.
Of our Mexican airports, Guadalajara airport contributed the most to our cost of services in 2025, representing 32.3% of our total cost of services. The cost of services at Guadalajara airport increased by Ps.564.9 million, or 36.9%, from Ps.1,529.0 million in 2024 to Ps.2,093.9
million in 2025. This increase was primarily due to an increase of Ps.109.1 million in maintenance, Ps.87.6 million in other operating expenses, Ps.20.0 million in utilities, and Ps.16.0 million in safety, security and insurance.
Costs of services at Montego Bay airport increased by Ps.51.2 million, or 9.5%, in 2025 compared to 2024. The change in cost of services for this airport was primarily due to the increase of Ps.24.1 million in maintenance, Ps.15.7 million in employee costs, Ps.14.1 million in safety, security and insurance, Ps.1.5 million in other operating expenses. This was partially offset by a decrease of Ps.3.8 million in utilities
Costs of services for PACKAL increased by Ps.26.1 million, or 7.5%, in 2025 compared to 2024. The change in cost of services for this airport was primarily as a result of an increase of Ps.11.7 million in safety, security and insurance, Ps.11.1 million in employee costs, Ps.8.8 million in maintenance. This was partially offset by a decrease in other operating expenses of Ps.4.7 million, Ps.0.9 million in utilities.
Technical Assistance Fees
Technical assistance fees increased by Ps.126.5 million, or 15.0%, from Ps.845.2 million in 2024 to Ps.971.7 million in 2025. This increase in technical assistance fees was due to an increase in our consolidated income from operations at our Mexican airports, which is used to calculate the technical assistance fee. See “Item 4, Information on the Company – History and Development of the Company – Investment by AMP.”
Concession Taxes
Due to the increase in revenues (excluding revenues from improvements to concession assets, which do not form part of income for purposes of the government concession tax), government concession taxes increased by Ps.1,151.0 million, or 43.1%, from Ps.2,666.7 million in 2024 to Ps.3,817.8 million in 2025.
Depreciation and Amortization
Depreciation and amortization increased by Ps.690.9 million, or 22.6%, from Ps.3,061.0 million in 2024 to Ps.3,751.9 million in 2025. This was mainly due to the growth in infrastructure resulting from the fulfillment of our Master Development Programs and Capital Development Programs.
Other income - net
Other income decreased by Ps.18.7 million, or 17.9%, from Ps.105.1 million in 2024 to income of Ps.86.4 million in 2025.
Cost of Improvements to Concession Assets
Cost of improvements to concession assets increased by Ps.2,050.2 million, or 30.0%, from Ps.6,832.5 million in 2024 to Ps.8,882.7 million in 2025. In Mexico, the cost of improvements to concession assets increased Ps.1,978.5 million, or 31.9%, in 2025, compared to 2024. In 2025, MBJA recognized Ps.258.4 million in the cost of improvements to concession assets, a decrease of Ps.380.4 million, or 59.5%, compared to 2024. In 2025, PACKAL recognized Ps.452.1 million in the cost of improvements to concession assets, an increase of Ps.452.1 million or 100% compared to 2024.
Operating Costs by Airport
Operating costs for Guadalajara airport increased by Ps.1,406.8 million, or 28.7%, from Ps.5,108.8 million in 2024 to Ps.6,515.6 million in 2025. This was primarily due to the increase in the cost of improvements to concession assets by Ps.650.4 million, or 21.8%, from Ps.2,978.1 million in 2024 to Ps.3,628.5 million in 2025. In addition to an increase in the cost of operations of Ps.506.8 million, or 33.2%, from Ps.1,528.8 million in 2024 to Ps.2,035.6 million in 2025. Depreciation and amortization increased by Ps.274.1 million, or 45.4%, in 2025 compared to 2024. Excluding the cost of improvements to concession assets, operating costs increased by Ps.756.3 million, or 35.5%.
Operating costs for Tijuana airport increased by Ps.1,028.1 million, or 55.7%, from Ps.1,846.9 million in 2024 to Ps.2,875.0 million in 2025. This was mainly due to an increase in the cost of improvements to concession assets by Ps.737.1 million, or 186.7%, from Ps.394.8 million in 2024 to Ps.1,131.9 million in 2025, and increase in the cost of operations of Ps.255.8 million, or 27.0%, from Ps.945.8 million in 2024 to Ps.1,201.6 million in 2025. Depreciation and amortization increased by Ps.38.1 million, or 8.1%, in 2025 compared to 2024. Excluding the cost of improvements to concession assets, operating costs increased by Ps.290.9 million, or 20.0%.
Operating costs for Los Cabos airport increased by Ps.196.9 million, or 9.7%, from Ps.2,027.3 million in 2024 to Ps.2,224.3 million in 2025. This was mainly due to a increase in the cost of operations of Ps.306.3 million, or 29.1%, from Ps.1,052.3 million in 2024 to Ps.1,358.6
million in 2025, offset by a decrease in the cost of improvements to concession assets by Ps.156.7 million, or 27.0%, from Ps.580.3 million in 2024 to Ps.423.5 million in 2025. Depreciation and amortization increased by Ps.44.9 million, or 12.3%, in 2025 compared to 2024. Excluding the cost of improvements to concession assets, operating costs increased by Ps.353.7 million, or 24.5%.
Operating costs for Puerto Vallarta airport increased by Ps.766.3 million, or 30.1%, from Ps.2,545.8 million in 2024 to Ps.3,312.1 million in 2025. This was primarily due to an increase in the cost of improvements to concession assets by Ps.460.8 million, or 30.1%, from Ps.1,529.8 million in 2024 to Ps.1,990.6 million in 2025, and increased in the cost of operations of Ps.248.3 million, or 31.7%. Depreciation and amortization increased by Ps.31.4 million, or 14.2%, in 2025 compared to 2024. Excluding the cost of improvements to concession assets, operating costs increased by Ps.305.5 million, or 24.4%.
Operating costs for Montego Bay airport decreased by Ps.1.3 million, or 0.1%, from Ps.2,086.2 million in 2024 to Ps.2,084.9 million in 2025. This was mainly due to a decrease in costs of operations by Ps.74.4 million, 5.4%, from 1,376.1 million, in 2024 to Ps.1,301.7 million in 2025. Cost of improvements to concession assets increased by Ps.29.9 million, or 13.1%, from Ps.228.6 million in 2024 to Ps.258.4 million in 2025. Depreciation and amortization expenses increased by Ps.43.8 million, or 9.1%, in 2025 compared to 2024. Excluding the cost of improvements to concession assets, operating costs decreased by Ps.31.2 million, or 1.7%.
Operating costs for Guanajuato airport increased by Ps.160.2 million, or 22.8%, from Ps.701.5 million in 2024 to Ps.861.7 million in 2025. This was primarily due to an increase in the cost of improvements to concession assets by Ps.46.8 million, or 15.0%, from Ps.311.6 million in 2024 to Ps.358.4 million in 2025, and an increase in the cost of operations of Ps.97.0 million, or 32.2%. Depreciation and amortization increased by Ps.16.6 million, or 18.6%, in 2025 compared to 2024. Excluding the cost of improvements to concession assets, operating costs increased by Ps.113.4 million, or 29.1%.
Operating costs for Hermosillo airport increased by Ps.28.7 million, or 6.9%, from Ps.413.6 million in 2024 to Ps.442.3 million in 2025. This was mainly due to an increase in the cost of operations by Ps.58.0 million, or 26.1%, from Ps.222.0 million in 2024 to Ps.280.3 million in 2025. This was partially offset by decrease in the cost of improvements to the concession of Ps.31.4 million, or 33.8%, from Ps.92.9 million in 2024 to Ps.61.5 million in 2025. Depreciation and amortization increased by Ps.2.3 million, or 2.2%, in 2025 compared to 2024. Excluding the cost of improvements to concession assets, operating costs increased by Ps.60.1 million, or 18.7%.
Operating costs for our other seven airports increased by Ps.752.2 million, or 26.1%, from Ps.2,884.2 million in 2024 to Ps.3,636.5 million in 2025. This was primarily due to an increase in the cost of improvements to concession assets of Ps.313.3 million, or 43.7%, from Ps.716.6 million in 2024 to Ps.1,029.9 million in 2025, and an increase in the cost of operations of Ps.391.8 million, or 21.6%, from Ps.1,812.9 million in 2024 to Ps.2,204.6 million in 2025. Depreciation and amortization increased by Ps.47.5 million, or 13.0%, in 2025 compared to 2024. Excluding the cost of improvements to concession assets, operating costs increased by Ps.439.0 million, or 20.3%.
Income from Operations
Income from operations increased by Ps.2,529.4 million, or 16.8%, from Ps.15,050.6 million in 2024 to Ps.17,580.1 million in 2025. This increase was mainly caused by an increase in total revenues by Ps.7,797.2 million or 23.2% in 2025.This was partially offset by an increase in improvements to concession assets increased by Ps.2,050.2 million, the cost of services of Ps.1,227.5 million, in depreciation and amortization of Ps.690.9 million, technical assistance fees, and concession taxes, which jointly increased Ps.1,277.5 million. Our operating margin decreased by 232 basis points, from 44.8% in 2024 to 42.5% in 2025 (taking into account only the sum of aeronautical and non-aeronautical services revenues, our operating margin decreased by 215 basis points in 2025, from 56.2% in 2024 to 54.0% in 2025).
Historically, our most profitable airports have been our Guadalajara, Los Cabos, and Puerto Vallarta airports, which handle the majority of our international passengers in Mexico. Historically, operating margins at our Tijuana airport have been lower than at our other principal airports because of a combination of (i) a high initial concession value and consequently larger amortization thereof and (ii) lower revenues due to low maximum rates applicable to aeronautical services. In 2023, Los Cabos was the most profitable airport, followed by Guadalajara and Puerto Vallarta airports (taking into account only the sum of aeronautical and non-aeronautical services revenues). In 2024, Guadalajara was the most profitable airport, followed by Tijuana and Puerto Vallarta airports (taking into account only the sum of aeronautical and non-aeronautical services revenues). In 2025, Guadalajara was the most profitable airport, followed by Puerto Vallarta and Los Cabos airports (taking into account only the sum of aeronautical and non-aeronautical services revenues).
Income from Operations by Airport
Income from operations for Guadalajara airport increased by Ps.554.7 million, or 12.2%, from Ps.4,558.8 million in 2024 to Ps.5,113.5 million in 2025, mainly due to an increase in aeronautical and non-aeronautical services revenues of Ps.1,311.0 million, and an increase in operating expenses by Ps.814.7 million. The operating margin decreased by 319 basis points, from 47.2% in 2024 to 43.9% in 2025 (taking into account only the sum of aeronautical and non-aeronautical services revenues, operating margin decreased by 423 basis points, from 68.1% in 2024 to 63.2% in 2025).
Income from operations for Tijuana airport increased by Ps.291.5 million, or 15.7%, from Ps.1,856.7 million in 2024 to Ps.2,148.2 million in 2025, mainly due to increase in aeronautical and non-aeronautical services revenues by Ps.582.5 million, and an increase in operating expenses of Ps.290.1 million. The operating margin decreased by 736 basis points from 50.1% in 2024 to 42.8% in 2025 (taking into account only the sum of aeronautical and non-aeronautical services revenues, operating margin decreased by 91 basis points from 56.1% in 2024 to 55.2% in 2025).
Income from operations for Los Cabos airport increased by Ps.302.2 million, or 11.7%, from Ps.2,577.7 million in 2024 to Ps.2,879.9 million in 2025, mainly due to an increase in aeronautical and non-aeronautical services revenues of Ps.655.9 million, and an increase in operating expenses of Ps.353.7 million. The operating margin increased by 44 basis points from 56.0% in 2024 to 56.4% in 2025 (taking into account only the sum of aeronautical and non-aeronautical services revenues, operating margin decreased by 252 basis points, from 64.0% in 2024 to 61.5% in 2025).
Income from operations for Puerto Vallarta airport increased by Ps.273.7 million, or 13.8%, from Ps.1,985.5 million in 2024 to Ps.2,259.2 million in 2025, mainly due to an increase in aeronautical and non-aeronautical services revenues of Ps.579.2 million, and an increase in operating expenses of Ps.305.4 million. The operating margin decreased by 327 basis points from 43.8% in 2024 to 40.6% in 2025 (taking into account only the sum of aeronautical and non-aeronautical services revenues, operating margin decreased by 306 basis points from 66.2% in 2024 to 63.1% in 2025).
Income from operations for Montego Bay airport decreased by Ps.1.5 million, or 1.0%, from Ps.1,016.4 million in 2024 to Ps.1,014.9 million in 2025, mainly due to a decrease in aeronautical and non-aeronautical services revenues of Ps.39.8 million, and in a decrease in operating expenses of Ps.31.2 million. The operating margin decreased by 19 basis points from a margin of 28.7% in 2024 to 28.5% in 2025 (taking into account only the sum of aeronautical and non-aeronautical services revenues, operating margin increase by 14 basis points from a margin of 31.2% in 2024 to 31.3% in 2025).
Income from operations for Guanajuato airport increased by Ps.96.0 million, or 13.4%, from Ps.718.0 million in 2024 to Ps.814.0 million in 2025, mainly due to an increase in aeronautical and non-aeronautical services revenues of Ps.209.4 million, and an increase in operating expenses of Ps.256.2 million. The operating margin decreased by 200 basis points from 50.6% in 2024 to 48.6% in 2025 (taking into account only the sum of aeronautical and non-aeronautical services revenues, operating margin decreased by 301 basis points from 64.8% in 2024 to 61.8% in 2025).
Income from operations for the Hermosillo airport increased by Ps.45.2 million, or 14.5%, from Ps.310.7 million in 2024 to Ps.355.9 million in 2025, mainly due to an increase in aeronautical and non-aeronautical services revenues of Ps.105.3 million, and an increase in operating expenses of Ps.60.1 million. The operating margin increased by 169 basis points from 42.9% in 2024 to 44.6% in 2025 (taking into account only the sum of aeronautical and non-aeronautical services revenues, operating margin decreased by 90 basis points from 49.2% in 2024 to 48.3% in 2025).
Income from operations for our seven other airports increased by Ps.214.2 million, or 29.4%, from Ps.727.9 million in 2024 to Ps.942.1 million in 2025, mainly due to an increase in aeronautical and non-aeronautical services revenues of Ps.653.2 million, and an increase in operating expenses of Ps.438.9 million. The operating margin increased by 112 basis points from 20.2% in 2024 to 21.3% in 2025 (taking into account only the sum of aeronautical and non-aeronautical services revenues, operating margin increased by 141 basis points from 25.1% in 2024 to 26.5% in 2025).
Finance Cost - net
Finance cost in 2025 increased by Ps.531.4 million, or 18.1%, from a net expense of Ps.2,934.9 million in 2024 to a net expense of Ps.3,466.3 million in 2025. This increase was mainly due to interest expense increased by Ps.355.0 million, or 8.7%, in 2025 compared to 2024, mainly due to the increase in debt due to the issuance of bond certificates and the contracting of bank loans in 2025, decrease in interest income by Ps.264.3 million, or 20.5%, in 2025 compared to 2024, mainly due to a decrease in the reference interest rates in 2025, and partially offset by a foreign exchange gain of Ps.86.5 million, as foreign exchange rate fluctuations went from an expense of Ps.119.8 million in 2024 to an expense of Ps.33.3 million in 2025, as a result of the peso appreciation by 13.8%, which went from Ps.20.8857 per U.S. dollar on December 31, 2024 to Ps.18.0057 per U.S. dollar on December 31, 2025. In 2025, we recognized within other comprehensive income Ps.2,147.0 million in expense from exchange rate differences on translating foreign operations in accordance with applicable norms.
Income Taxes
Income taxes increased by Ps.872.9 million, or 26.9%, from Ps.3,240.3 million in 2024 to Ps.4,113.3 million in 2025. The Mexican airports’ current tax increased by Ps.890.2 million. MBJA’s current tax increased by Ps.6.5 million, while DCA’s decreased by Ps.73.0 million. PACKAL current tax decreased by Ps.0.4 million. Our benefit from deferred tax decreased by Ps.49.7 million, driven mainly due to an increase
of current income tax by Ps.823.2 million. This effect was offset by the decrease in inflation, which went from 4.2% in 2024 to 3.7% in 2025. Our effective tax rate increased from 26.7% in 2024 to 29.1% in 2025, primarily due to an increase in current tax, above mentioned.
Total Comprehensive Income for the Year Attributable to Controlling Interest
Total comprehensive income for the year decreased by Ps.933.6 million, or 9.8%, from Ps.9,567.2 million in 2024 to Ps.8,633.5 million in 2025. Income from operations increased by Ps.2,529.4 million, mainly due to an increase in total revenues of Ps.7,794.2 million, and partially offset by increase in total operating costs of Ps.5,264.7 million. The negative currency translation effect increased by Ps.2,147.0 million due to the exchange rate differences in translating foreign operations resulting from the peso appreciation in 2025. In addition, the cash flow of hedge reserve decreased by Ps.4.6 million. Our net margin decreased from 26.4% in 2024 to 24.2% in 2025 (taking into account only aeronautical and non-aeronautical services revenues, the net margin decreased from 33.1% in 2024 to 30.7% in 2025).
Statement of Financial Position
Our financial position as of December 31, 2025, increased by Ps.6,487.2 million, or 7.9%, compared to December 31, 2024, primarily due to (i) a Ps.7,668.0 million increase in net improvements to concession assets, (ii) a Ps.2,035.5 million increase in advanced payment to suppliers (iii) accounts receivable of Ps.794.8 million, and (iv) deferred income taxes of Ps.627.6 million. These effects were partially offset by a (i) Ps.3,012.8 million decrease in cash and cash equivalents, and (ii) Ps 882.1 million in airport concessions.
Total liabilities as of December 31, 2025, increased by Ps.6,273.0 million, or 11.0%, as compared to December 31, 2024, primarily due to: (i) Long-term bond certificates of Ps.7,500.0 million, (ii) Accounts payable of Ps.1,186.9 million, (iii) Deposits received in guarantee of Ps.99.3 million, (iv) Current tax liabilities of Ps.98.3 million, and (v) Retirement employee benefits of Ps.75.5 million. These effects were partially offset by a (i) Ps.2,492.7 million decrease in bank loans, (ii) Ps 149.5 million in income taxes, and (iii) Ps.103.2 million in concession fee.
Results of Operations for the Year ended December 31, 2024, Compared to the Year Ended December 31, 2023
For a comparison of the results of operations for the year ended December 31, 2024, as compared to the year ended December 31, 2023, see “Item 5, Operating and Financial Review and Prospects – Results of Operations for the Year ended December 31, 2024, Compared to the Year Ended December 31, 2023” in our Fiscal Year 2024 Form 20-F.
Liquidity and Capital Resources
Historically, the cash flow generated from our operations has generally been used to fund operating costs, and the excess of our cash flow has been added to our accumulated cash and cash equivalents in our consolidated statements of financial position. For information regarding our estimated committed investments and sources of liquidity for those commitments, see “Item 4, Information on the Company –History and Development of the Company – Master Development Programs.”
As of December 31, 2023, 2024, and 2025, we had Ps.10,055.2 million, Ps.13,466.0 million, and Ps.10,453.2 million, respectively, of cash and cash equivalents. We recorded no financial investments held for trading purposes as of December 31, 2023, 2024, and 2025.
During 2025, we have debt securities under the ticker symbol “GAP-15” for Ps.1.5 billion and “GAP-20” for Ps.3.0 billion due in February, which as the date of this report has already been paid, and “GAP-21” for Ps.2.5 billion due in May, a loan with Citibanamex for US$40.0 million due in September 2025, a loan with Santander for Ps.1.5 billion due in November 2025 and a loan with BBVA México for Ps.875.0 million due in July 2025. See “Item 5, Recent Developments –Indebtedness – Indebtedness in Mexico.”
We anticipate that we will be able to meet our financial and operational obligations with our current cash flow from operations and working capital. For information regarding our estimated committed investments and sources of liquidity for those commitments, see“Item 4, Information on the Company –History and Development of the Company – Master Development Programs – Estimated Committed Investments by Mexican Airport (2025-2029).”
As described in “Item 4, Information on the Company — History and Development of the Company — Pending Business Combination” we expect to finance the approximately U.S.$487.5 million cash consideration payable in connection with the acquisition of the remaining 25% interest in CBX through resources obtained in the debt market in Mexico, with the issuance of Bond Certificates on March 31, 2026 for Ps. 10,718.0 million.
This financing would increase our consolidated indebtedness by approximately U.S.$600 million and increase our leverage ratios from approximately 2.0x Net debt EBITDA as of December 31, 2025 to approximately 2.1x Net debt EBITDA on a pro forma basis. The additional debt service obligations may reduce our financial flexibility and increase our exposure to interest rate risk.
There can be no assurance that financing will be obtained on the terms currently contemplated or at all.
Cash Flows
Cash flows for the year ended December 31, 2025, as compared to cash flows for the year ended December 31, 2024
Cash and cash equivalents decreased by Ps.3,012.8 million, or 22.4%, from Ps.13,466.0 million in 2024 to Ps. 10,453.2 million in 2025, mainly due to (i) a (net) issuance of Ps.4,626.6 million of long-term debt securities in an aggregate principal amount of Ps. 14,500.0 million; (ii) an increase of Ps.1,575.4 million in net cash flows provided by operating activities as a result of the increased of Non-aeronautical services revenues, offset by (i) increase of Ps. 3,486.1 million in net cash used in investment activities and (ii) increase in the interests paid on financial loans of Ps.748.2 million. Moreover, an increase of Ps.1,125.2 million, or 12.7%, as compared to 2024, in profit for the year, a decrease of Ps.408.9 million, or 94.5%, as compared to 2024, in trade accounts receivable, and an increase of Ps.1,456.1 million, or 44.3%, in income taxes paid and partially offset by a increase of Ps.748.2 million in interest expense for financing activity in 2025 as compared to 2024. Net cash flows used in investing activities increased by Ps.3,486.1 million, mainly to execute investments in the airports. This was partially offset by an increase of Ps.4,456.9 million in net cash flows used in financing activities resulting from an increase in the repayment of bank loans for a total of Ps.2,053.0 million and by Ps.4,000.0 million in repayments of long-term debt securities, partially offset by Ps.748.2 million in interest paid, in bank loans of Ps.1,548.9 million, and Ps.5,851.9 million in issue in long-term debt securities.
Cash and cash equivalents were mainly used for (i) Dividends of Ps.8,508.8 million (Ps.4,254.4 million on May 28, 2025 and Ps.4,254.4 million August 14, 2025); (ii) purchases of machinery and equipment, improvements to leased buildings and concession assets and advance payments to suppliers of Ps.12,396.9 million; and (iii) Ps.4,925.4 million in payments to interest on financial loans.
Cash flows for the year ended December 31, 2024, as compared to cash flows for the year ended December 31, 2023
For a comparison of the cash flows for the year ended December 31, 2024, as compared to the cash flows for the year ended December 31, 2023, see “Item 5, Operating and Financial Review and Prospects – Liquidity and Capital Resources – Cash Flows – Cash flows for the year ended December 31, 2024, as compared to cash flows for the year ended December 31, 2023” in our Fiscal Year 2024 Form 20-F.
Indebtedness
Indebtedness in Mexico
On January 10, 2023, we signed an 18-month loan agreement with Citibanamex for Ps.1.0 billion. The loan agreement has a variable interest rate of TIIE-28 plus 30 basis points, with the principal to be paid upon maturity. The purpose of this loan agreement was to finance capital investments.
On March 27, 2023, we issued 54.0 million in long-term unsecured debt securities for Ps.5.4 billion. The issuance was made in two tranches: i) Ps.1,120.0 million under the ticker symbol “GAP23-L” with a variable rate of TIIE-28 plus 22 basis points, with principal due at maturity on March 23, 2026, and ii) Ps.4,280.0 million under the ticker symbol “GAP 23-2L” with interest payable every 182 days at a fixed annual rate of 9.65%, with the principal due at maturity on March 18, 2030. The proceeds of this issuance were allocated to the payment of the bond certificates under the ticker symbol “GAP 20-2” issued on June 25, 2020, and maturing on June 22, 2023, for an amount of Ps.602.0 million and the remainder was used for capital investments.
On September 27, 2023, we signed a 12-month loan agreement with Citibanamex for U.S.$40.0 million. The loan agreement has a monthly interest rate of SOFR plus 25 basis points, with the principal to be paid upon maturity, without commissions. The purpose of this loan agreement was to acquire IEM.
On November 7, 2023, we signed a 12-month loan agreement with Banco Santander Mexico, S.A., (“Santander”) for Ps.1.5 billion. The loan agreement has a variable interest rate of TIIE-28 plus 38 basis points, with the principal to be paid upon maturity without commission. The proceeds of this loan were used to pay the bank loan with Scotiabank Inverlat for the same amount.
On March 20, 2024, we issued 3.0 million in long-term unsecured debt securities for Ps.3.0 billion. The issuance was made in two tranches: i) Ps.1,385.0 million under the ticker symbol “GAP24-L” with a variable rate of TIIE-28 plus 25 basis points, with principal due at maturity on March 17, 2027, and ii) Ps.1,615.0 million under the ticker symbol “GAP 24-2L” with interest payable every 182 days at a fixed annual rate of 9.94%, with the principal due at maturity on March 12, 2031.
On June 7, 2024, the loan with Banco Nacional de México, S.A. (“Citibanamex”) was refinanced for Ps.1.5 billion, extending the maturity in 18 months. Interest will be payable monthly at a variable rate of TIIE-28 plus 24 basis points, without commissions, the payment of the principal will be at maturity on December 5, 2025.
On June 20, 2024, we signed a simple credit agreement with BBVA México, S.A., for Ps.875.0 million, maturing in 12 months, bearing interest at a variable rate of 28-day TIIE plus 20 basis points, with payment of principal at maturity on June 19, 2025, with no commissions.
On July 10, 2024, the loan with Citibanamex was refinanced for Ps.1.0 billion, extending the maturity by an additional 12 months. Interest will be payable monthly at a variable rate of TIIE-28 plus 18 basis points, without commissions, the payment of the principal will be at maturity on July 10, 2025.
On September 5, 2024, we issued 56.5 million in long-term unsecured debt securities for Ps.5,648.1 million under the ticker symbol “GAP24” with a variable rate of TIIE-28 plus 60 basis points, with principal due at maturity on August 30, 2029.
On September 26, 2024, the loan with Citibanamex was refinanced for U.S.$40.0 million, extending the maturity by an additional 12 months. Interest will be payable monthly at a variable SOFR rate plus 25 basis points, without commissions, the payment of the principal will be at maturity on September 21, 2025.
On October 18, 2024, the loan with Banco Santander México, S.A. (Santander) was refinanced for Ps.1,500,000, extending the maturity by an additional 12 months. Interest will be payable monthly at a variable rate of TIIE-28 plus 38 basis points, without commission, the payment of the principal will be at maturity on October 17, 2025.
On February 4, 2025, we issued 60.0 million in long-term unsecured debt securities for Ps.6.0 billion. The issuance was carried out in two tranches, (i) $3.0 billion under the ticker symbol “GAP 25” with a variable rate of TIIE Funding plus 50 basis points, with the principal due at maturity on February 4, 2028. and ii) $3,000.0 million through the reopening of the issuance under the ticker symbol “GAP22-2”, with interest payable every 182 days at a fixed annual rate of 9.67%, with principal maturity on March 4, 2032.
On May 30, 2025 we obtained a loan from Banamex for Ps. 3,375,0 million with a five-year maturity, generating interest at a variable rate of TIIE Funding plus 54 basis points, with principal repayment at maturity on May 30, 2030. The proceeds of this loan were used to pay the bank loan with Banamex and BBVA México S.A.
On August 22, 2025, we issued 85.0 million in long-term unsecured debt securities for Ps.8.5 billion. The issuance was made in two tranches: i) Ps.4,050.0 million under the ticker symbol “GAP 25-2” with a variable rate of TIIE Funding plus 48 basis points, with principal due at maturity on August 22, 2028, and (ii) Ps.4,450.0 million under the ticker symbol “GAP 25-3” with interest payable every 182 days at a fixed annual rate of 9.02%, with the principal due at maturity on August 22, 2031.
On September 18, 2025, the loan with Banamex was refinanced for U.S.$40.0 million, with a five‑year maturity, bearing interest at a variable rate of SOFR plus 81 basis points, with the principal due at maturity.
As of December 31, 2025, we were not party to any off-balance sheet arrangements and complied with all covenants stipulated in our debt instruments
Indebtedness in Jamaica
MBJA previously entered into unsecured loans with its shareholder, Vantage, for U.S.$10.9 million in June 2007 and U.S.$0.5 million in February 2009. The loans bear annual interest, payable semi-annually, at 14.0% and 8.0%, respectively, without a fixed maturity and are subject to prepayment restrictions. As of December 31, 2024, the outstanding balance under these facilities amounted to U.S.$11.4 million (Ps.232.0 million).
On December 28, 2017, we entered into a seven-year unsecured loan agreement with The Bank of Nova Scotia Jamaica Limited and The Bank of Nova Scotia for U.S.$40.0 million, with a monthly interest rate of SOFR plus 285 basis points. Payments will be made on a semi-annual basis after 24 months. As of December 31, 2024, the balance outstanding under these facilities amounted to U.S.$4.0 million (Ps.81.1 million).
On September 3, 2020, MBJA signed Amended and Restated loan agreements with The Bank of Nova Scotia Jamaica Limited and The Bank of Nova Scotia for up to U.S.$60.0 million available for disbursement up to 24 months from closing. The loan has a 5-year maturity with a 2-year optional extension for up to U.S.$58.0 million, with a monthly interest rate of SOFR plus 310 basis points and a principal payment of
10% due on the fifty-fourth month and the remaining 90% due at maturity. The disbursement fee was 50 basis points due at closing, and a commitment fee of 55 basis points is payable quarterly on any drawn balance. The first drawdown of U.S.$30.0 million was made on September 4, 2020. The second drawdown of U.S.$30.0 million was made on September 3, 2023. The loan proceeds were used to finance MBJA’s Capital Development Program, and for general corporate purposes.
On March 31, 2025, the Company extended the maturity date of its $60.0 million credit facility with The Bank of Nova Scotia and The Bank of Nova Scotia Jamaica Limited to October 4, 2029. The credit facility carries a monthly interest rate of SOFR plus 200 basis points and will be amortized in ten equal semiannual payments of $6.0 million. As of December 31, 2025, the balance outstanding under this facility amounted to U.S.$48.0 million (Ps.862.4 million).
As of December 31, 2025, we were not party to any off-balance sheet arrangements and complied with all covenants stipulated in our debt instruments.
Capital Expenditures
For the years ended December 31, 2023, 2024, and 2025, we incurred total capital expenditures of Ps.10,444.3 million, Ps.7,845.0 million, and Ps.12,396.9 million, respectively. During 2023, 2024, and 2025, 26.2%, 28.9%, and 29.9%, respectively, of our capital expenditures were funded with cash flows from operations, with the remaining amounts financed through bank loans and long-term debt securities issued in the Mexican capital markets. We currently intend to fund the investments and working capital required by our business strategy through cash flows from operations and debt securities issued on the Mexican debt markets.
Capital Expenditures in Mexico
Under the terms of our Mexican concessions, each of our Mexican subsidiary concession holders is required to present a Master Development Program for approval by the SICT every five years. Each Master Development Program includes investment commitments (including capital expenditures and improvements) applicable to us as the concession holder for the succeeding five-year period. Once approved by the SICT, these commitments become binding obligations under the terms of our Mexican concessions. In December 2019, the SICT approved our Master Development Programs for each of our Mexican airports for the 2020 to 2024 period. This five-year program was in effect from January 1, 2020, until December 31, 2024. On August 27, 2024, the SICT approved our Master Development Programs for each of our Mexican airports for the 2025-2029 period. This five-year program took effect on January 1, 2025, and will remain in effect through December 31, 2029.
Due to the COVID-19 pandemic, we delayed certain non-mandatory capital investments and during the month of August 2020, we filed a proposal for an Extraordinary Review Process of our Master Development Program with the SICT in response to the impact of the COVID-19 pandemic on our operations. The adjustments to our Master Development Program approved as a result of this Extraordinary Review Process and announced on November 30, 2020, resulted in the postponement of investments by approximately 20 months. As such, certain investments that were scheduled to conclude in 2024 will now conclude in 2026.
The table below sets forth our historical capital expenditures in Mexico. Capital expenditures are calculated on a cash flow basis, meaning that capital expenditures are equal to those investments actually paid for by each airport during a given year and do not include investments for which the airport made allocations but did not pay during the given year. The investments shown in the table below, therefore, reflect expenditures actually paid for by our airports for the years indicated. In order to be compared with our committed investments for a given year, the investments made in the previous year but paid for in the given year need to be subtracted, while the investments allocated but not paid for in the given year need to be added. For 2023, 2024, and 2025, the total of our investments allocated but unpaid were Ps.901.5 million, Ps.1,193.6 million, and Ps.1,578.5 million, respectively.
In 2023, we spent Ps.10,042.5 million on capital expenditures in Mexico, primarily for the building of a new runway and taxing, roads, hangar area, mixed-use building, parking lots and land purchasing at Guadalajara airport, the rehabilitation of taxiway and building the new terminal at Puerto Vallarta airport, the rehabilitation and expansion of the terminal building and the expansion of the general apron at Los Cabos airport, and the second phase of processing building at the Tijuana airport.
In 2024, we spent Ps.7,393.2 million on capital expenditures in Mexico, primarily the building of a new runway, roads, hangar area, mixed-use building, parking lots, and land purchasing at Guadalajara airport for the expansion of the terminal building at Los Cabos airport, for the expansion of the Processor Terminal Building at the Tijuana airport, for the rehabilitation of taxiway at Puerto Vallarta airport, for the rehabilitation of the runway and fire fighter building at the Guanajuato airport and the for the replacement of machinery and equipment at our airports in Mexico.
In 2025, we spent Ps.11,011.9 million on capital expenditures in Mexico, primarily the building of a taxiway, new parking building and roads at the Guadalajara airport, rehabilitation of taxiway in Puerto Vallarta airport, the rehabilitation of the runway and SSEI building at the Bajío Airport, the expansion of the New Transit Processing Building at the Tijuana Airport, the expansion, remodeling, and reconfiguration of Terminal 2, and the expansion of the platform at San José del Cabo Airport, the expansion of the terminal building in Mexicali.
Every five years, MBJA is entitled to submit to the JCAA its proposal for increases to the maximum regulated charges and investment commitments (including capital expenditures for capital projects and required improvements at the Montego Bay airport under MBJA’s Concession Agreement). Upon the JCAA’s approval of the new maximum regulated charges, these commitments become binding obligations under the terms of MBJA’s concession.The maximum regulated charges are determined by the JCAA based on traffic projections, operating costs and capital investments included in the new Capital Development Program. Under the terms of MBJA’s Concession Agreement with the AAJ, these committed capital investments must be met over a five-year period and not on an annual basis. On September 11, 2019, the JCAA approved new maximum regulated charges for the Montego Bay airport that assume capital investments (including scheduled maintenance) for the period from January 1, 2020, through December 31, 2024, estimated to cost approximately U.S.$111.7 million. The new maximum rates for the five-year period from 2020-2024 went into effect on January 1, 2020. In December 2020, as a result of the COVID-19 pandemic and its economic impact, the AAJ granted MBJA a deferral on its committed investments for 2020 so that these investments can begin in January 2022. In 2021, MBJA requested a further deferral to execute the Capital Development Program until we reach an agreement with the AAJ for the rebalancing petition filed in December 2020. This process was concluded on July 26, 2024.
Capital Expenditures in Jamaica
Year ended December 31,
Total Capital Expenditures
(million of dollar) (1)
2023
U.S.
24.3
2024
54.3
2025
71.9
(1)
Expressed in nominal dollars.
In 2023, MBJA made investments of U.S.$18.6 million in capital expenditures primarily for the capital expenditures were allocated to the expansion and renovation of the terminal building, the modernization of equipment, such as the replacement of the airports' IT system, Jet Bridges, HVAC, and air handling units, X-ray machines, fire detection, and intrusion detection systems, among others, as well as the installation of an additional 2MW solar photovoltaic power plant. In 2024, MBJA made investments of U.S.$20.7 million in capital expenditures primarily for continued execution of master plan works to include immigration and security expansion, major landside developments works, east concourse expansion, expansion of the check-in hall, gates 1-7 rehabilitation, among other projects. In 2025, MBJA made investments of U.S.$22.1 million in capital expenditures primarily for the capital expenditure were primarily allocated to the continued execution of master plan projects, including immigration and security expansions, landside development works, expansion of the east concourse and check-in hall, as well as technology upgrades aimed at improving operational efficiency.
On November 6, 2019, the JCAA approved maximum regulated charges for the Kingston airport that assume capital investments (including scheduled maintenance) from April 1, 2020, through December 31, 2024, estimated to cost approximately U.S.$101.4 million. For NMIA, maximum rates for the five-year period from 2020-2024 went into effect as of April 1, 2020. In December 2020, as a result of the COVID-19 pandemic and its economic impact, the AAJ granted PACKAL a deferral on its committed investments for 2020 so that these investments could begin in June 2021, but in response to a petition by PACKAL, the deferral by the AAJ was extended.
In 2023, PACKAL made investments of U.S.$5.7 million in capital expenditures, primarily for the total rehabilitation of all restrooms across the airport. This project was completed in 2025. PACKAL also procured a passenger loading bridge to replace one of the nine bridges, and the other eight bridges were refurbished. In 2024, PACKAL made investments of U.S.$33.6 million in capital expenditures, primarily for the Runway End Safety Area project, expected to be completed in 2027; the Runway Overlay project, successfully concluded in 2024; the partial replacement of BHS and X-Ray machines; the second phase of the rehabilitation of all airport restrooms; the replacement of chillers; the initiation of phase 2 of the solar farm, now expected to be completed in 2026; and the wastewater treatment plant, expected to be completed in 2026. In 2025, PACKAL finalized the restroom rehabilitation program and continued advancing mandatory projects under the concession agreement, including the Runway End Safety Area and Apron Works, while also progressing with the solar farm expansion and other facility upgrades. Total capital expenditures in 2025 amounted to U.S.$49.9 million, primarily allocated to the Runway End Safety Area and Apron Works, phase 2 of the solar farm, Apron Works (concrete slab replacement), Holding Baggage Machine, enterprise network upgrade, CCTV system enhancement, terminal tiling, and wayfinding improvements.
Share Repurchase
We periodically repurchase our shares in the open market using funds authorized by our shareholders for this purpose, at our discretion and in accordance with our policies.
As of December 31, 2025, we do not hold any shares in our treasury.
On April 25, 2025, at the Annual Shareholders’ Meeting, shareholders approved the cancellation of the remaining balance of the repurchase fund reserve approved at the Ordinary General Shareholders’ Meeting held on April 25, 2024, in the amount of Ps.2,500 million, and the authorization of up to Ps.2,500 million to be allocated to the repurchase of our shares during the 12 months following after April 25, 2025, in accordance with Article 56 of the Mexican Securities Market Law.
On April 25, 2024, at the Annual Shareholders’ Meeting, shareholders approved the cancellation of the remaining balance of the repurchase fund reserve approved at the Ordinary General Shareholders’ Meeting held on April 13, 2023, in the amount of Ps.2,500 million, and the authorization of up to Ps.2,500 million to be allocated to the repurchase of our shares during the 12 months following April 25, 2024, in accordance with Article 56 of the Mexican Securities Market Law.
On April 13, 2023, at the Annual Shareholders’ Meeting, shareholders approved the proposal of cancellation of the remaining of the repurchase fund reserve approved in the Ordinary General Shareholders’ Meeting held on April 22, 2022, in the amount of Ps.499.5 million, and the authorization of up to Ps.2,500 million to be allocated to the repurchase of our shares during the 12 months following April 13, 2023, in accordance with Article 56 of the Mexican Securities Market Law.
On April 13, 2023, at the General Extraordinary Shareholders’ Meeting, shareholders also approved the cancellation of 7,024,113 shares held in treasury.
Tabular Disclosure of Contractual Obligations
The following table summarizes our contractual obligations as of December 31, 2025:
Payments due by period
Total
Less than 1 year (4)
1-3 years
3-5 years
More than 5 years
(in millions of pesos)
Contractual Obligations:
Master Development Programs (1)(5)
Ps.
32,238.3
Ps.
7,360.8
Ps.
15,640.2
Ps.
9,237.3
Ps.
N/A
Capital Development Program (7)
3,798.4
1,525.7
1,597.8
674.9
N/A
Purchase Obligations (2)
—
—
—
-
-
Debt
52,997.1
9,024.8
16,817.3
14,884.2
12,270.8
Interest from Debt (6)
13,182.4
3,357.1
4,965.4
3,433.6
1,426.2
Operating Lease Obligations (3)
95.9
18.0
77.9
N/A
N/A
Total
Ps.
102,312.1
Ps.
21,286.5
Ps.
39,098.5
Ps.
28,230.1
Ps.
13,697.0
(1)
Peso figures are expressed in constant pesos as of December 31, 2022.
(2)
Reflects the minimum fixed annual payment of U.S.$4.0 million required under our technical assistance agreement, which was automatically renewed for an additional five-year period on August 25, 2019. For the peso calculation, we assume an average exchange rate of Ps.19.23 per U.S.$1.00 and an annual U.S. inflation rate of 2.7%. The actual annual payment will depend on our profitability.
(3)
Includes lease obligations for buildings.
(4)
Amounts for periods of less than one year correspond to obligations for 2025.
Reflects the commitments under the Master Development Program commitments for the five-year period (2025-2029) as adjusted on August 27, 2024.
(6)
Interest payments were determined using an average fixed interest rate of 8.64% and an average variable rate of 7.28% for the loans contracted. See “Item 5, Operating and Financial Review and Prospects – Liquidity and Capital Resources – Indebtedness.”
(7)
Reflects the commitments under the Capital Development Program for the five-year period (2026-2030) for our Jamaican airports.
Item 6.Directors, Senior Management and Employees
Directors
The Board of Directors is responsible for managing our business. According to our bylaws, our Board of Directors must consist of eleven members, with at least 25% being independent, as established by the Mexican Securities Market Law. The independence of directors is determined by shareholders at each Annual General Ordinary Shareholders’ Meeting, based on our bylaws and relevant Mexican laws. However, the National Banking and Securities Commission may object to such designation of independence. Currently, our board of directors comprises eleven members.
Under our bylaws, holders of Series BB shares have the right to choose four members of the Board of Directors, along with their alternates. The remaining directors are elected by our Series B shareholders, who do not elect alternates. Each shareholder or group of shareholders owning 10% of our capital stock in Series B shares is entitled to choose one board of directors member. However, our bylaws prohibit any Series B shareholders, on their own or with related parties, from appointing more than one board member, even if they own more than 10% of our outstanding capital stock. Any shares exceeding the 10% maximum do not carry voting rights under our bylaws. The other directors elected by our Series B shareholders are chosen by a majority vote of all Series B shareholders present at the shareholders’ meeting, except those who have already participated in any 10% board member designation. Independent directors are selected using an executive search firm to find individuals with appropriate profiles. Directors are elected for one-year terms at the ordinary shareholders’ meeting.
Our Pending Business Combination provides that our corporate and supervisory bodies will not change as a result of the combination. Upon consummation, the corporate and supervisory bodies of the merged entities will be dissolved and their powers of attorney revoked, while our existing powers of attorney will remain in force. Our Board of Directors has been delegated broad authority to negotiate, amend, waive, or terminate the merger agreement governing the Business Combination and to define key terms, including the number and class of shares to be issued, delivery mechanisms, and the ability not to consummate the combination if conditions are not satisfied. Following consummation of the Business Combination, we and the shareholders of the merged companies may enter into ancillary agreements, which may include without limitation a transition services agreement, orderly liquidity agreements to govern the staged disposition of shares received in the merger, and registration rights agreements to facilitate coordinated share sales. For a complete description of the Business Combination, see “Item 4, Information on the Company — History and Development of the Company — Pending Business Combination”.
The table below shows the composition of our current board of directors, including their title, date of appointment, age, and alternates, if applicable. However, this composition could change at the Ordinary Shareholders’ Meeting to be held on April 22, 2026.
Name
Title
Director since
Age
Alternate
Laura Diez-Barroso Azcárraga (1)
Chairwoman and Director
April 21, 2015
74
Claudia Laviada Diez-Barroso (5)
Emilio Rotondo Inclán (1)
Director
April 27, 2021
47
Maria de los Reyes Escrig Teigeiro
Juan Gallardo Thurlow (1)
Director
April 26, 2016
78
Alejandro Cortina Gallardo
Mónica Sánchez Navarro Rivera Torres (1) (4)
Director
April 25, 2024
52
Carlos Alberto Rohm Campos
Carlos Cárdenas Guzmán (2)
Director
September 22, 2011
75
—
Joaquín Vargas Guajardo (2)
Director
April 16, 2012
71
—
Juan Diez-Canedo Ruíz (2)
Director
April 23, 2014
75
—
Ángel Losada Moreno (2)
Director
April 23, 2014
70
—
Luis Téllez Kuenzler (2)
Director
April 25, 2018
67
—
Alejandra Palacios Prieto (2)
Director
April 22, 2022
50
—
Alejandra Yazmín Soto Ayech (3)
Director
May 23, 2023
41
—
(1)
Elected by AMP as holder of Series BB shares, which represents 15% of our capital stock. For information regarding equity ownership of directors Laura Diez-Barroso Azcárraga and Juan Gallardo Thurlow in our capital stock, see “Item 7. Major Shareholders and Related Party Transactions – Major Shareholders.”
(2)
Independent directors.
(3)
Non-independent.
(4)
The director Mónica Sánchez Navarro Rivera Torres owns indirectly less than 1.0% of the outstanding shares.
(5)
The director Claudia Laviada Diez-Barroso owns individually and indirectly 15,689,584 Series B shares, representing 3.1% of the outstanding shares.
Laura Diez-Barroso Azcárraga. Mrs. Diez-Barroso has been chairwoman of our board of directors since 2015 and chairwoman of Fundación GAP since its establishment in 2013. She is also currently chairwoman of the board of directors of Grupo Financiero Santander México. Mrs. Diez-Barroso started her career in publishing in 1979 as editor of the teen magazine TU. In 1988, she founded Editorial Eres, which later merged with Editorial Televisa in 1995. This merger resulted in the appointment of Mrs. Diez-Barroso as chairwoman of the board and CEO until 2000. Mrs. Diez-Barroso served as a board member of Royal Caribbean Cruises for 14 years and Grupo Financiero Inbursa as a board member for 15 years. Additionally, she is a board member of Consejo Mexicano de Negocios, Telmex, Medica Sur, Centro Roberto Garza Sada, part of UDEM University, Escuelas SER and Club de Industriales. Mrs. Diez-Barroso was also a part of the trustee Fideicomiso del Bosque de Chapultepec and the Museo San Ildefonso, where she served as chairwoman for ten years. Currently, she invests in public and private entities through LCA Capital, a family office she co-founded.
Emilio Rotondo Inclán. Mr. Rotondo has been a member of our board of directors since 2021. Mr. Rotondo is the Managing Director of Aena International and a member of the Management Committee. He is responsible for AENA International, the company holds international participations in Brazil, United Kingdom, Mexico, and Colombia, and he is also responsible for the Group Corporate Development and M&A strategy. Mr. Rotondo is a member of the board of SACSA, and Aerocali (Colombia), and he is a permanent guest to ANB and BOAB Board of Directors (Brazil). Previously, Mr. Rotondo was the Finance Director of Aena Group. Before joining Aena, Mr. Rotondo was the Finance and Operations Director for Spain and Portugal in the Adveo Group. Mr. Rotondo has 20 years of experience in finance in the infrastructure sector, both in corporates (Ferrovial, ONO, and Aena) and banking institutions (Credit Agricole, Fortis Bank). He holds a Bachelor’s Degree in Business Administration and Management from CUNEF and has completed the Advanced Corporate Finance Program at IE Business School and the Executive Program (PADE) of IESE.
Juan Gallardo Thurlow. Mr. Gallardo was elected to the board of directors on April 26, 2016. Mr. Gallardo currently holds the position of chairman of the board of directors of Organización CULTIBA, the holding company for GEPP and Grupo Azucarero México. Mr. Gallardo also serves as the chairman of the board of Grupo Azucarero México, the largest sugar mill group in Mexico, and Grupo GEPP, the exclusive bottling company of PepsiCo in Mexico and AMP. Additionally, he is a member of the International Advisory Board of Grupo Financiero Santander and serves as member of the international advisory council of Rabobank. Mr. Gallardo is a member of Consejo Mexicano de Negocios, A.C., and a member of the Consejo Empresarial de América Latina. He was the coordinator of COECE, a particular ad-hoc alliance of all Mexican private-sector organizations formed to promote increased trade between Mexico, the United States, Canada, and the rest of the world, particularly in the context of NAFTA and the Free Trade Agreement with the European Union. Mr. Gallardo has a Bachelor’s Degree in law from the Escuela Libre de Derecho in Mexico City. He also completed the AD-II Top Management Course at IPADE in Mexico City.
Mónica Sánchez Navarro Rivera Torres. Mrs. Sánchez has been a member of the board of directors since 2024. Mrs. Sánchez has been a member of the board of directors of Organización Cultiba, S.A.B. de C.V. (“CULTIBA”) and of GAM S.A.P.I. de C.V. (“SIEMBRA”) since 2023; board member of Grupo QUESTRO, the largest real estate developer in Los Cabos, since 2013; and chairwoman and co-founder of The Perfect Basics since 2014.
Carlos Cárdenas Guzmán. Mr.Cárdenas has served as a member of our board of directors since 2011 and currently serves as president of the Audit Committee. He is a Certified Public Accountant from the Universidad Autónoma de Guadalajara and holds a master’s degree in Tax Law from the Universidad Panamericana (IPADE). Mr. Cárdenas is a retired partner of Ernst & Young Mexico, where he accumulated 39 years of active service. During his tenure, he served for several years as Tax Partner in Charge and was a member of the firm’s Executive Committee. He currently serves on the boards of directors and audit committees of several large Mexican companies, including as Independent Board Member and Audit Committee member of Aleatica, S.A. (a subsidiary of IFM Investors), Independent Board Member and Audit Committee member of Grupo Farmacias del Ahorro, Independent Board Member and Audit Committee President of Reaseguradora Patria, S.A., and Independent Board Member and Audit Committee member of Anteris Capital Venture Lending Fund. In addition, he serves as Statutory Auditor of Berkley International Seguros Mexico, S.A. de C.V. and Berkley International Compañía de Garantías Mexico, S.A. de C.V., and as a member of the Audit Committee of FIRA (Banco de México). He previously served as Board President of The American British Cowdray Medical Center, I.A.P. (Centro Médico ABC). Mr. Cárdenas is also an active member of several business and professional associations. Notably, he has served as President of the Mexican Institute of Certified Public Accountants (IMCP) and of the Academy of Tax Studies of Public Accounting (AEF).
Joaquín Vargas Guajardo. Mr. Vargas was elected as an independent director to the board of directors of the Company on April 16, 2012. For 30 years, he served as Chairman of the Board of Directors for Grupo MVS and CMR, S.A.B. de C.V. He has held positions as Chairman of the Board of the National Chamber of the Radio and Television Industry (2000-2001), President of the Mexican Restaurant Association (1985-1987), and President of the Association of Restaurant Chain Directors (1989). Currently, he is a member of the Board of Directors of the following publicly traded companies: Vitro Internacional, Grupo Financiero Santander México, Médica Sur, and Organización CULTIBA. He is also a member of the Board of El Universal, among others. He chairs the Audit Committees of Banco Santander and Vitro Internacional, as well as the Corporate Practices Committee. He serves as President of Éntrale, an initiative promoting the labor inclusion of people with disabilities. Additionally, he is a member of the Advisory Board of McKinsey México. He has a Bachelor of Business Administration from the Instituto Tecnológico y de Estudios Superiores de Monterrey, with advanced management studies completed at IPADE.
Juan Diez-Canedo Ruíz. Mr. Diez-Canedo Ruíz has been a member of our board of directors since 2014. He received a bachelor’s degree in economics from the Instituto Tecnológico Autónomo de Mexico (ITAM) and a Ph.D. in economics from the Massachusetts Institute of Technology (MIT). He held various positions at Banco de México, eventually becoming head of macro-financial programming and economic research until 1988. In 1980, he won the Banamex National Economics Award. From 1989 to 1992, he was Deputy CEO of Banco Internacional (currently HSBC). From 1992 to 1994, he was General Director of the banking area of Grupo Financiero Probursa; from 1995 to 1996, he was Executive Vice-president of Grupo Maseca (GRUMA); and from 1995 to 1999 he was Executive Vice-president of Grupo Financiero Banorte. From November 1999 to February 2001, he was CEO of CINTRA, the holding company of Aeroméxico and Mexicana de Aviación. Currently, Mr. Diez-Canedo Ruíz serves as President of Financiera Local, S.A. de C.V. and President of Fomento y Desarrollo Comercial, S.A. de C.V. He has been a professor at several institutions, including ITAM and El Colegio de México, and has published articles in specialized academic magazines in Mexico and the United States. He has also served as member of the board of directors of companies such as Telmex, Alcatel, Banorte, Grupo Maseca, Grupo Gimsa, Deportes Martí, Fondo de Cultura Económica, and others. Additionally, he is member of the board of Titulización de Activos, Madrid España.
Ángel Losada Moreno. Mr. Losada was elected as an independent director to the Company’s board of directors on April 23, 2014. He currently serves as the executive president and chairman of the board directors of Grupo Gigante, S.A.B. de C.V. In addition, Mr. Losada is involved with several organizations: he is a member of the Federico Gómez Children’s Hospital, Laboratorios Novag, and Río Arronte Fundación, and he serves as the President of Fundación Ver Bien. With an impressive track record in leadership, Mr. Losada has previously held significant roles, including chairman of the board of the Mexican National Association of Retailers (Asociación Nacional de Tiendas de Autoservicio y Departamentales, A.C., or ANTAD), director and member of the board of the Food Marketing Institute in the United States, and member of the board of the National Chamber of Commerce in Mexico City. He was also a member of the board of directors of Banco Nacional de México, S.A. (Citi Banamex Group). Mr. Losada holds a bachelor’s degree in Business Administration from Universidad Anáhuac.
Luis Téllez Kuenzler. Mr. Téllez was elected as an independent director on the Company’s board of directors on April 25, 2018. He is a prominent Mexican economist and politician, with significant leadership roles in the private sector. He served in the administrations of two Mexican presidents, holding the positions of Chief of Staff and Secretary of Energy under President Ernesto Zedillo, and Secretary of Communications and Transportation under President Felipe Calderón. In 2009, he was appointed Chairman of the Board and CEO of the Bolsa Mexicana de Valores Group. Until August 2023, he was the head of Mexico for KKR. He is currently an operating partner at Butterfly Equity, based in Los Angeles. Additionally, he serves as Chairman of ERM for Mexico, the largest pure-play ESG company in the world, and as a special advisor to NTT-Data and other firms. Mr. Téllez is also the co-chair of the Mexican Woodrow Wilson Institute in Washington, D.C.
Alejandra Palacios Prieto.Mrs. Alejandra Palacios was elected as an independent director on the Company’s board of directors on April 22, 2022. She also serves as an independent director at BBVA Mexico and Grupo Alfa, and works as external counsel at the international law firm Cuatrecasas. Additionally, Mrs. Palacios is a board member of the Pacific Council on International Policy and the Business School at Tecnológico de Monterrey. From 2013 to 2021, Mrs. Palacios was the first female chair of Mexico’s antitrust agency, where she guided the agency through groundbreaking cases, enhancing its global reputation as a leading competition authority. Mrs. Palacios expanded her international influence by serving as Vice President of the International Competition Network and as a member of the OECD’s Competition Committee Board. Previously, Mrs. Palacios was the Deputy Director of Economic Regulation at the Instituto Mexicano para la Competitividad, a well-regarded center for applied research, and a lecturer in the Economics Department at the Instituto Tecnológico Autónomo de México (ITAM). Mrs. Palacios holds a Bachelor’s Degree in Economics from ITAM as well as a LL.M. from the University of California, Berkeley. She also earned an MBA from ITAM and a MPP from the Centro de Investigación y Docencia Económicas (CIDE). Mrs. Palacios is a member of the Trilateral Commission and the Mexican chapter of the International Women’s Forum (IWF).
Alejandra Yazmín Soto Ayech. Mrs. Alejandra Soto was appointed as the Investor Relations and Social Responsibility Officer in March 2023. She has been with the Company for 18 years and previously served as Deputy Director of Finance and Investor Relations. Her responsibilities include leading the teams and commitments of the GAP Foundation, managing everything related to investors in the debt and capital markets, and public relations. She was elected as a non-independent member of the Company’s board of directors on April 17, 2023. Mrs. Soto also serves as President of the Issuers’ Board of BIVA. Mrs. Soto holds a Bachelor’s Degree in Accounting from the Universidad Panamericana, a Master’s Degree in Comptrollership specializing in Taxes, Corporate Finance, and Business Administration from the same university. She also has the Airport Management Professional Accreditation (AMPAP) granted by ACI and ICAO and a Diploma in Sustainability from the Institutional Stock Market Exchange (BIVA).
Family Relationships
Mrs. Laura Diez-Barroso Azcárraga is the mother of Mrs. Claudia Laviada Diez-Barroso. They both serve on our Board, with Mrs. Diez-Barroso Azcárraga as Chairwoman and Mrs. Laviada Diez-Barroso as a director.
Mrs. Claudia Laviada Diez-Barroso is married to Mr. Carlos Alberto Rohm Campos. She serves as a director on our Board, while Mr. Rohm serves as a proprietary member of both our Operating Committee and Sustainability Committee.
Positions on the Board of Directors and among key executives are currently held by women at a rate of 36%.
Executive Officers
According to our bylaws, the directors designated by the holders of Series BB shares have the authority to appoint and remove our top-level executive officers.
The following table lists our top-level executive officers, their current positions, and their dates of appointment as executive officers:
Name
Current position
Executive officer since
Age
Raúl Revuelta Musalem
Chief Executive Officer
April 26, 2018
49
Saúl Villarreal García
Chief Financial Officer
February 25, 2015
55
Sergio Enrique Flores Ochoa
General Counsel
February 8, 2002
73
Juan Francisco Martínez Mira
Director of Sustainability, Quality, Innovation, and IT
August 1, 2018
60
Alejandra Yazmín Soto Ayech
Investor Relations and Social Responsibility Officer
March 6, 2023
41
Yolanda Susana Romero Mojica
Chief Commercial Officer
March 6, 2023
39
Mar Simon Carrasco
Director of Business Development
July 25, 2023
44
Martín Pablo Zazueta Chávez
Director of Airports and Regulated Revenues
April 28, 2025
59
Florencio Sánchez Osuna
Director of Infrastructure
July 21, 2025
49
Raúl Revuelta Musalem. Mr. Revuelta has been in his position since April 2018. With over 19 years of experience in the infrastructure sector, he is an expert in the airport industry. From 2006 to 2015, he held different positions at GAP, including aeronautical revenue manager, Chief Commercial Officer, and the CFO positions. During his career, he also served as the General Director of Cross Border Xpress (CBX) and Deputy Director of Finance of the Ministry of Infrastructure, Communications, and Transportation (SICT). In his six years as Deputy Director of the SICT, Mr. Revuelta participated in various privatization processes, gaining extensive experience with federal concessions. At the beginning of 2024, he was appointed Vice-president of the Airports Council International for the Latin-American and Caribbean (ACI-LAC) for 2024-2025. Mr. Revuelta has a Bachelor’s Degree in Economics from the Instituto Tecnológico de Estudios Superiores de Monterrey (ITESM).
Saúl Villarreal García. Mr. Villarreal was appointed as the CFO of our Company on February 25, 2015. He has been overseeing the administrative affairs of GAP since 2003 and has extensive experience and knowledge in financial management aspects of our business. Mr. Villarreal actively participated in the process of the Company’s initial public offering in 2006 and has been involved since 2015 in the issuance of debt securities in the local market. Mr. Villarreal studied public accounting at the University of Guadalajara and holds a MBA from the same university. In addition, he has a Master’s Degree in Finance with a specialization in international accounting from the Universidad Panamericana. Mr. Villarreal has been recognized as one of Mexico’s top CFOs by Forbes Magazine in 2016, 2022, and 2024, as well as by other leading financial institutions.
Sergio Enrique Flores Ochoa. Mr. Flores was appointed as our General Counsel in February 2002. Prior to this, he served as the legal matters manager for the ASA and was an Assistant District Attorney in Mexico City. Mr. Flores also held the position of head of the legal department at INFONAVIT and was the legal manager for NAFIN. He obtained his Bachelor’s and Master’s Degrees in Law from the Universidad Nacional Autónoma de México (UNAM).
Juan Francisco Martínez Mira. In August 2018, Mr. Martínez was appointed as our Director of Sustainability, Quality, Innovation, and IT. With over 30 years of experience in the aeronautical industry, he previously worked for AENA in various capacities at different airports. He joined GAP in June 2007 and has served in several roles, including Operational Systems Manager, IT Subdirector, and Director of the Guadalajara International Airport. Mr. Martínez is a systems engineer and holds degrees in music, publicity, and public relations, a Master’s Degree in Pedagogy and airport and aeronautics management and direction, and postgraduate diplomas in innovation, strategic planning, and airports. He completed his studies at Conservatorio Superior de Música de Murcia, Universidad de Alicante, and Universidad Complutense de Madrid. Mr. Martínez has a Master’s Degree in Social Responsibility and Sustainability.
Alejandra Yazmín Soto Ayech. Mrs. Alejandra Soto was appointed as the Investor Relations and Social Responsibility Officer in March 2023. She has been with the Company for 18 years and previously served as Deputy Director of Finance and Investor Relations. Her responsibilities include leading the teams and commitments of the GAP Foundation, managing everything related to investors in the debt and capital markets, and public relations. She was elected as a non-independent member of the Company’s board of directors on April 17, 2023.
Mrs. Soto also serves as President of the Issuers’ Board of BIVA. Mrs. Soto holds a Bachelor’s Degree in Accounting from the Universidad Panamericana, a Master’s Degree in Comptrollership specializing in Taxes, Corporate Finance, and Business Administration from the same university. She also has the Airport Management Professional Accreditation (AMPAP) granted by ACI and ICAO and a Diploma in Sustainability from the Institutional Stock Market Exchange (BIVA).
Susana Romero Mojica. In March 2023, Mrs. Romero was appointed as the Chief Commercial Officer of the Company. She has over ten years of experience in the commercial area and has traced her career within the Company. Prior to her promotion, she worked as the Deputy Commercial Director. Mrs. Romero holds a Bachelor’s Degree in Financial Management from the Instituto Tecnológico y de Estudios Superiores de Occidente and a Master’s Degree in Strategic Marketing from the Universidad Panamericana.
Mar Simón Carrasco. In July 2023, Mrs. Simón was appointed as Director of Business Development of the Company. She is an airport and air transport senior expert with almost 20 years of experience in managing multidisciplinary teams and coordinating projects across multiple countries. She specializes in strategy, business models, mergers and acquisitions, and financial structuring. Mrs. Simon holds a Bachelor’s Degree in Aeronautical Engineering from the Universidad Politécnica de Madrid and a Master’s Degree in Airports and Air Navigation from the same university and is certified in Project Finance by the Instituto de Empresa in Madrid.
Martín Pablo Zazueta Chávez. Mr. Zazueta has served as our Director of Airports and Regulated Business since April 2025. He holds a Law degree from Universidad Autónoma de Guadalajara and graduate degrees in airport management and public policy, as well as executive diplomas in airport management and finance. Mr. Zazueta has more than 32 years of experience in airport management in Mexico and has held senior leadership positions at La Paz, Los Cabos, Tijuana, and Guadalajara airports. He has led major infrastructure projects, including the construction of Terminal 2 at Los Cabos airport, the modernization of Tijuana airport and its connection with Cross Border Xpress (CBX) facility, as well as expansion and modernization programs at Guadalajara airport. Since 2016, he has served as Chair of the Facilitation, Security and Information Technology Committee of Airports Council International-Latin America and the Caribbean (ACI-LAC).
Florencio Sánchez Osuna. Mr. Sánchez has served as our Director of Infrastructure since July 2025, he has more than 25 years of experience in infrastructure development and project execution, with over two decades within the airport sector. He joined GAP in 2004 and has held several positions of increasing responsibility, including Auditor and Infrastructure Manager. He holds a Civil Engineer degree from the Instituto Tecnológico y de Estudios Superiores de Occidente (ITESO) and a Master's degree in Business Administration from Universidad Panamericana.
The business address of our directors and executive officers is our principal executive headquarters.
Compensation of Directors and Executives
Under the technical assistance agreement with AMP, the four directors and four alternates elected by AMP do not receive compensation from us for serving on our board of directors.
For 2025, the aggregate compensation paid to our directors designated by our Series B shareholders was around Ps.15.9 million. We have not established any pension, retirement, or similar benefits or arrangements for these individuals. These directors received during 2025 base annual compensation of approximately U.S.$89,700 for their service on our six board of directors’ meetings. Additionally, for their services to our corporate governance committees, certain directors receive supplemental compensation: the president of our Audit Committee received an additional U.S.$33,995; the members of our Audit Committee received U.S.$19,435 each; the member of our Acquisition Committee received U.S.$19,435; the member of our Compensation Committee received U.S.$2,990, and the member of our Sustainability Committee received U.S.$5,980.
In 2025, the annual fixed compensation paid to the nine executives was Ps.57.4 million, corresponding to short-term benefits.
In addition, we paid Ps.26.9 million as annual variable compensation, which was determined based on: (i) the individual performance of each executive according to specific KPIs, accounting for around 60.0% of the total evaluation; (ii) the Company’s financial results at the operational level compared with the annual budget, accounting for 30.0% of the total evaluation; and (iii) an evaluation of the individual performance of each executive by the Operating Committee (the board of directors evaluates the CEO), accounting for 10.0% of the total evaluation. The annual variable compensation is determined based on 40.0% or 100.0% of the annual base salary, depending on each executive’s duties. The average achievement level for 2025 was 99.91%.
To retain and develop our key management positions, in addition to the fixed and variable compensation, we have implemented, since 2022, a Long-Term Incentive Plan (LTI) for our executives, deputy directors, and airport directors. The LTI is based on four factors: (i) operating financial results compared to projected results from 2025 to 2029, which represents 40.0% of the total evaluation; (ii) net profit results from 2025 to 2029, which represents 20.0% of the total evaluation; (iii) passenger perceived quality index from 2025 to 2029, which represents 20.0% of the total evaluation; and iv) sustainability and operational performance goals aligned with our long-term operational framework, which represents 20.0% of the total evaluation. These goals focus on measurable operational and compliance metrics, including environmental efficiency targets, regulatory compliance benchmarks, and operational quality standards.
The evaluation of the LTI will be done annually, and the rights will be recognized proportionally at the achieving level. Once the total amount is approved in favor of each executive, that amount is translated into shares, considering the average of the Company’s share price for
the last 45 days of the previous year. Then, the employee will have the economic rights of those shares until they are vested. However, it doesn’t represent an actual share granting. The LTI comprises 15 to 28 months of salary for the four-year period, depending on each executive’s responsibilities.
The shares could be vested a year after they are granted, with a maximum amount of 33.33% per year. The provision for the executives in 2023, 2024, and 2025 were Ps.22.8 million, Ps.30.4 million, and Ps.28.8 million, respectively.
None of our directors, alternate directors or executive officers is the beneficial owner of more than 1% of any class of our capital stock, except as described in “Item 6, Directors, Senior Management and Employees” and in “Item 4. Information on the Company – History and Development of the Company - Investment by AMP.” None of our directors, or executive officers is entitled to benefits upon termination under their service contracts with us, except for what is due to them according to the Mexican Federal Labor Law. Additionally, we have not established any pension, retirement, or similar benefits or arrangements for the executives during 2025.
Board Committees
Our Company’s bylaws have established five committees to help the board of directors manage our business: the Operating Committee, the Audit and Corporate Practices Committee, the Acquisitions Committee, the Nominations and Compensation Committee, and the Sustainability Committee. Of these committees, only the Audit Committee is required legally by our bylaws to fulfill the duties provided for in the Securities Market Law for Mexican corporate practices committees. The other committees have been established solely to assist the board of directors. The board of directors has the authority to create additional committees as needed.
Operating Committee
Per our bylaws, the Operating Committee will have six members and three alternates. The committee proposes and approves various plans and policies related to our business, investments, and administration. Some of the key responsibilities include approval of the Master Development Programs of our subsidiary concession holders, making decisions about our dividend policy, and approving investments of less than U.S.$3.0 million not included in our annual budget. According to our bylaws, the board of directors has the authority to appoint the six members of the Operating Committee. Board members elected by the holders of Series BB shares have the right to appoint three of the committee members. As of the date of this report, the members of the Operating Committee are Raúl Revuelta Musalem, CEO, who chairs the committee; Emilio Rotondo Inclán, Carlos Alberto Rohm Campos, and Juan Gallardo Thurlow. Maria de los Reyes Escrig Teigeiro, Santiago Riveroll Mendoza, and Alejandro Cortina Gallardo serve as alternates for Emilio Rotondo Inclán, Carlos Alberto Rohm Campos, and Juan Gallardo Thurlow, respectively. A secretary who is not a committee member has also been appointed.
Audit and Corporate Practices Committee
The Audit and Corporate Practices Committee is responsible for several important tasks. It must have at least three members, with the majority being board of directors members. Some of the committee’s duties include (i) ensuring that the Company’s directors, officers, and employees (as well as those of its subsidiaries) comply with the bylaws (estatutos sociales) and applicable laws, (ii) selecting and supervising the work of independent auditors and (iii) receiving and investigating internal complaints or other information related to the Company’s internal control systems. The committee is also responsible for reviewing the Company’s corporate governance and all related-party transactions, including those with AMP, per the requirements of our bylaws and the Mexican Market Law. Members of the board of directors elected by the holders of Series BB shares can propose appointing 20% of the committee’s total members, but at least one member must meet the applicable independence requirements. The president of this committee is elected at the annual shareholders’ meeting. The composition of the Audit and Corporate Practices Committee must comply with all applicable laws and regulations, including independence requirements, in every jurisdiction in which the Company’s securities are listed or quoted. As of the date of this report, the committee consists of the following directors: Carlos Cárdenas Guzmán serves as president, and Ángel Losada Moreno, and Joaquín Vargas Guajardo serve as members.
Acquisitions Committee
The Acquisitions Committee is responsible for ensuring compliance with our procurement policies as stated in our bylaws. These policies require the Acquisitions Committee to approve any transaction or series of related transactions exceeding U.S.$600,000 between us and a third party. Additionally, any contract between us and AMP or any of its related parties needs to be awarded via a bidding process. If a proposed transaction involves us and AMP or any related party, at least three contractors must be invited to bid on the transaction, and if a third-party contractor’s bid is equal to or less than AMP’s bid, the transaction is awarded to the third-party contractor.
According to our bylaws, a shareholders’ meeting will determine the number of members of the Acquisitions Committee. The committee must be primarily composed of members of the board of directors. The members of the board of directors elected by the holders of Series BB shares can nominate members to the committee representing 20% of its total members or at least one member. As of the date of this report, the Acquisitions Committee consists of proprietary members Alejandro Cortina Gallardo and Juan Diez-Canedo Ruíz. Emilio Rotondo Inclán
served as an alternate member to Alejandro Cortina Gallardo and Luis Téllez Kuenzler serving as an alternate member to Juan Diez-Canedo Ruíz. A secretary who is not a member of the committee has also been appointed.
Nominations and Compensation Committee
The Nominations and Compensation Committee is responsible for nominating candidates to our board of directors and making recommendations regarding the compensation of our directors and officers. The committee also plays a role in corporate governance. Our bylaws state that the number of members of the committee will be determined at a shareholders’ meeting. The holders of Series B and Series BB shares are each entitled to name one committee member, with the remaining members designated by the two members selected by the Series B and Series BB shareholders. If these two members cannot reach an agreement, the remaining members will be designated by the majority of the votes at the shareholders’ meeting. Holders of the Series BB Shares will be entitled to appoint at least one member or 20% of the members. Members of the committee serve for a term of one year. At each annual shareholders’ meeting, the Nominations and Compensation Committee presents a list of candidates for election as directors, which Series B shareholders vote on. As of the date of this report, the members of the Nominations and Compensation Committee are Emilio Rotondo Inclán and Luis Téllez Kuenzler, with Laura Diez-Barroso Azcárraga serving as an alternate member to Emilio Rotondo Inclán. A secretary who is not a member of the committee has also been appointed.
Sustainability Committee
The Sustainability Committee is responsible for identifying and overseeing legal, environmental, labor, and operational risks that may affect the organization and defining strategies to mitigate such risks. The Committee monitors compliance with applicable environmental and sustainability regulatory requirements, follows up on our operational sustainability goals and objectives, and ensures delivery of relevant performance data to the Board of Directors through an annual performance report. According to our bylaws, the Sustainability Committee is integrated as follows: the Chairman of the Committee and his respective alternate appointed by the Series “BB” shareholders, the CEO of the Company, and an Independent Member appointed by the Board of Directors. As of the date of this report, the members of the Sustainability Committee are Emilio Rotondo Inclán, Alejandra Palacios Prieto, Raúl Revuelta Musalem, and Carlos Alberto Rohm Campos, serving as an alternate member to Emilio Rotondo Inclán. A secretary who is not a committee member has also been appointed.
Share Ownership
With the exception of the directors and executive officers set forth below, directors and executive officers do not own shares of GAP. To the Company’s best knowledge, the following members of our board of directors and senior management beneficially owned shares in the Company: Laura Diez-Barroso Azcárraga (36,421,798 Series B shares, including 21,628,281 shares beneficially owned indirectly through AMP, and 75,791,619 Series BB shares beneficially owned indirectly through AMP – 6.1%), Juan Gallardo Thurlow (22,371,019 Series B shares, including 140,007 shares beneficially owned indirectly through Equipos del Aigua, S.A. de C.V. and 21,628,281 shares beneficially owned indirectly through AMP, and 75,791,619 Series BB shares beneficially owned indirectly through AMP – 3.4%), Claudia Laviada Diez-Barroso (15,689,584 Series B shares, including 15,567,111 shares beneficially owned indirectly through Weston Hill (including shares represented by ADSs), 108,750 shares held directly in the form of ADSs, and 13,723 shared held directly – 3.1%), Alejandro Cortina Gallardo (86,966 Series B shares), Carlos Cárdenas Guzmán (1,776 Series B shares), Juan Diez-Canedo Ruiz (69,300 Series B shares), Sergio Enrique Flores Ochoa (12,075 Series B shares), Alejandra Yazmín Soto Ayech (250 Series B shares) and Yolanda Susana Romero Mojica (15 Series B shares). Each of Alejandro Cortina Gallardo, Carlos Cárdenas Guzmán, Juan Diez-Canedo Ruiz, Sergio Enrique Flores Ochoa, Alejandra Yazmín Soto Ayech and Yolanda Susana Romero Mojica beneficially owns less than 1% of our outstanding shares. To the Company’s best knowledge, no other member of our board of directors or senior management owned shares in the Company as of such date. The percentages above reflect each individual’s proportionate interest in the shares held indirectly through the entities referenced above, rather than the aggregate number of shares held by such entities. Each such individual may be deemed to beneficially own the full number of shares held by the applicable entity, and each disclaims beneficial ownership of such shares except to the extent of his or her interest therein.
The following table sets forth the number of employees and a breakdown of employees by main category of activity and geographic location as of the end of each year indicated:
Employees in Mexico
December 31,
2023
2024
2025
By category of activity:
Airport operations
776
793
820
Airport maintenance
302
309
327
Administration (1)
1,159
1,219
1,349
Fundación GAP
162
209
260
Cargo and bonded warehouse facilities
—
745
585
By geographic location:
Guadalajara
990
1,823
1,830
Tijuana
267
295
291
Los Cabos
317
321
341
Puerto Vallarta
213
216
231
Guanajuato
112
114
117
Hermosillo
101
98
102
Mexicali
81
79
85
La Paz
71
76
83
Aguascalientes
79
83
83
Morelia
73
72
76
Los Mochis
54
55
57
Manzanillo
41
43
45
Total (1)
2,399
3,275
3,341
(1)
Total at December 31, 2023, 2024, and 2025, includes 308, 315, and 449 employees, respectively, of SIAP, our administrative services subsidiary located in Guadalajara.
In April 2021, the Mexican Labor Law underwent a labor reform that revised the outsourcing provisions. The 2021 Labor Reform limited subcontracting and modified profit-sharing rules. In response to the reform, the Company restructured its operating subsidiaries that provided specialized services. We submit information regarding these specialized services to the Labor and Social Security Departments every four months.
As of December 31, 2025, approximately 74% of our employees in Mexico were not represented by a union, while approximately 26% were unionized.
Unionized employees are affiliated with local chapters of the Mexican National Union of Airport Workers (Sindicato Nacional de Trabajadores de la Industria Aeroportuaria y Servicios Similares y Conexos de la República Mexicana), established in 1998. This union also represents employees of ASA, and other airport operators in Mexico.
Our labor relations in Mexico are governed by collective bargaining agreements that apply to all twelve airport subsidiaries. Collective bargaining agreements are negotiated with the relevant local union chapters. In Mexico, it is customary to renegotiate wages annually, while employment terms and conditions are typically reviewed every two years.
In 2024, we successfully renegotiated our collective bargaining agreements covering 2024-2025. Negotiations were ongoing in 2025 and first months of 2026 in connection with the annual wage review. With respect to GWTC, approximately 45% of employees are unionized and represented by two separate unions. Approximately 40% are represented by the Sindicato Nacional de Trabajadores del Ramo de Ventas y Servicios en General, Similares y Conexos de la República Mexicana, and the remaining 60% are represented by the Sindicato de Empleados y Trabajadores en la Estructura, Armadura Motriz y Manufactura Industrial en el Estado de Jalisco. In 2025, we successfully renegotiated the applicable collective bargaining agreements, securing agreed employment terms for 2026 and 2027.
During 2025, non-union employees received a general salary increase of 7%. Unionized employees in cargo facilities and customs warehouses operations received a 5.5% wage increase pursuant to collective bargaining agreements.
We offer a savings plan to all of our employees in Mexico, allowing them to make bi-weekly contributions of up to 13% of their pre-tax salaries. We match employees' contributions with an equivalent bi-weekly employer contribution. Employees may withdraw accumulated funds on an annual basis. In 2023, 2024, and 2025 we contributed Ps.49.6 million, Ps.55.7 million, and Ps.57.7 million, respectively, to employees’ savings plan accounts. Funds held under the savings plan may be used to provide loans to employees and are invested in securities listed on the Mexican Stock Exchange or in Treasury bills issued by the Mexican Treasury Department.
In July 2023, we registered a pension plan with the Mexican tax authorities for our non-unionized employees. The plan includes defined contribution and defined benefit components funded exclusively through employee contributions.
Employees in Jamaica
Montego Bay Airport Employees
The following table sets forth the number of employees and a breakdown of employees by main category of activity as of the end of each year indicated:
Employees at Montego Bay Airport
December 31,
2023
2024
2025
By category of activity:
Airport operations
87
93
87
Airport maintenance (1)
50
48
51
Administration
27
25
27
Total
164
166
165
(1)
Total at December 31, 2025, includes 21 employees representing contractors in maintenance assigned to work on landscaping, runway maintenance, drainage and general labor tasks.
As of December 31, 2025, MBJA employed 47.8% non-unionized employees, while the remaining 52.1% were unionized. The two local trade unions representing the unionized employees are the Trade Union Congress (TUC) and the Union of Technical, Administrative, and Supervisory Personnel (UTASP).
MBJA executed a collective bargaining agreement with the UTASP on December 13, 2023, covering the period from April 1, 2023, to March 31, 2025. The UTASP bargaining unit represents permanent supervisory and administrative employees. A Wage and Fringe Benefit claim for the period April 1, 2025 to March 31, 2027 was submitted to MBJA on September 04, 2025. Claim Clarification meeting was held on October 09, 2026. Due to the passing of Hurricane Melissa and the recovery process no further meetings were held for the remainder of the year. MBJA in now looking forward to resume negotiation talks with UTASP. UTASP represents 37 supervisory and administrative employees.
On December 10, 2021, MBJA executed a collective bargaining agreement with TUC, which covers the period from March 1, 2021, to February 28, 2023. MBJA has embarked on a Job Reclassification exercise for the TUC group and will close discussions on this in short order. The TUC bargaining unit is expected to submit a new wage and fringe benefits claim for the periods from March 1, 2023, to February 28, 2027. As of now, no such claim has been received. The TUC represents 49 employees from MBJA’s Maintenance and Engineering and Emergency Response Service teams.
The following table sets forth the number of employees and a breakdown of employees by main category of activity as of the end of each year indicated:
Employees at Kingston Airport
December 31,
2023
2024
2025
By category of activity:
Airport operations
84
87
86
Airport maintenance
25
28
26
Administration
16
16
19
Total
125
131
131
As of December 31, 2025, there were 15 members of staff who were unionized (members of the TUC) and the remainder of the staff and management were non-unionized.
PACKAL has formally recognized two trade unions which were previously acknowledged by NMIA Airports Limited, namely, the TUC and the UTASP. The TUC has bargaining rights for the Airport Rescue and Firefighting Service and Maintenance workers, and UTASP has bargaining rights for Supervisory, Technical, and Clerical workers. 10 people are members of the Trades Union Congress (TUC), and the Union of Technical Administrative and Supervisory Personnel (UTASP) has five members. The rest of the staff and the management are non-unionized. TUC had submitted a compensation claim for the period April 1, 2022, to March 31, 2024. Negotiations concerning this claim had been ongoing since the time of submission without arriving at an agreement. During the course of the year, the TUC advised that it abandon the claim in respect of Year 1. No claim has been received in respect of any subsequent period. No claims have been submitted by UTASP on behalf of its members as at the relevant date.
Item 7. Major Shareholders and Related Party Transactions
MAJOR SHAREHOLDERS
Prior to our initial public offering in 2006, the Mexican government-owned 476,850,000 Series B shares, representing 85% of our issued capital stock. After the offering, the Mexican government ceased to be a shareholder.
The following table sets forth the current ownership of 505,277,464 outstanding shares as of April 10, 2026, to the extent of our knowledge:
Number of Shares
Percentage of Outstanding Capital Stock
Identity of shareholder
B Shares
BB Shares
B Shares
BB Shares
AMP (1)
21,628,281
75,791,619
4.3
%
15.0
%
Public
407,857,564
—
80.7
%
0.0
%
________________
(1) For information regarding AMP’s current shareholders, see “AMP shareholders below.”
The following are AMP’s current shareholders:
•
CMA owns 66.67% of AMP. CMA is a private company 50% owned by Pal Aeropuertos, S.A. de C.V. (“PAL”) and 50% owned by Promotora Aeronáutica del Pacífico, S.A. de C.V. (“PAP”). PAL is owned 50% by a trustee controlled by Eduardo Sánchez Navarro Redo and certain members of his immediate family, and 50% by Juan Gallardo Thurlow. PAP is owned by Laura Diez-Barroso Azcárraga and her spouse, Carlos Laviada Ocejo. Through their respective ownership interests in PAL and PAP, the individuals described above may be deemed indirect, shared beneficial owners of AMP’s equity interest in the Company. In addition, certain of these individuals hold direct equity interests in GAP, Mrs. Diez-Barroso Azcárraga directly owns 14,793,517 Series B shares, and Mr. Gallardo Thurlow directly owns 602,731 Series B shares and may be deemed to beneficially own and additional 140,007 Series B shares indirectly.
•
Aena Desarrollo Internacional, S.M.E., S.A. (“Aena Internacional”) owns the remaining 33.33% of AMP. Aena Internacional is a wholly owned subsidiary of Aena, S.M.E., S.A. (“Aena”), which is the parent company of the Spanish economic group “Grupo AENA.” Aena is a listed company with 51% of its shares currently held by E.P.E. Enaire, a Spanish government corporation. The remaining 49% is currently traded on the Madrid stock exchange.
AMP holds all of our Series BB shares. Special rights and restrictions attached to our Series BB shares are described under “Item 4, Information on the Company – History and Development of the Company” and “Item 10, Additional Information – Corporate Governance – Voting Rights and Shareholders’ Meetings.”
As of March 31, 2026, approximately 15.5% of our Series B shares were held in the form of ADSs, and 75% of the holders of our ADSs (124 holders, including The Depository Trust Company) had registered addresses in the United States.
If the Pending Business Combination is consummated, our ownership structure would change materially. As described in “Item 4, Information on the Company — History and Development of the Company — Pending Business Combination”, we expect to issue approximately 90 million net new shares (subject to final adjustments based on the merger mechanics), which would increase our total outstanding shares from approximately 505 million to approximately 595 million, representing an approximately 18% increase in outstanding shares.
The shares to be issued in the merger will include both Series B and Series BB shares. While AMP will be extinguished as a result of the merger and its Series BB shares will be withdrawn from circulation, we will issue new Series BB shares to the shareholders and partners of the merged entities (including AMP’s current shareholders). The rights and obligations of our shares will not change as a result of the merger, and our capital structure will remain unchanged. Current holders of Series B shares will be diluted by this issuance, as their percentage ownership of the company and proportionate voting power will be reduced.
Shareholders receiving shares in the Business Combination will be subject to lock-up and orderly disposition restrictions as described in “Item 10 — Lock-Up Provisions Related to Pending Business Combination”.
AMP Trust, Bylaws and Shareholders’ Agreement
The rules governing the sale of our Series BB shares to AMP required that AMP place all of its Series BB shares in trust. This arrangement was established to ensure AMP fulfills its obligations under the technical assistance agreement and to uphold its commitment to maintain its interest in us for a specified period. As a result, AMP has placed its shares in trust with Bancomext. This trust stipulates that AMP may direct Bancomext regarding the voting of the shares held in trust, which represent up to 10% of our capital stock. The remaining 5% must be voted in accordance with the majority of all shares cast at the relevant shareholders’ meeting. The terms of the trust will be extended for an additional fifteen years if, at the end of the initial fifteen-year term, AMP holds shares representing more than 10% of our capital stock. AMP may terminate the trust before the second fifteen-year term begins if (i) AMP holds less than 10% of our capital stock at the end of the initial term, and (ii) the technical services agreement has been terminated. AMP is required to deposit in the trust any additional shares of our capital stock that it acquires.
On November 19, 2014, CMA purchased 792,800,000 shares from DCA, representing 33.33% of the capital stock of AMP. As a result of the transaction, CMA became the owner of 66.66% of the capital stock of AMP. AMP’s shareholders (CMA and AENA) have entered into a shareholders’ agreement that provides that AENA will have the right to appoint our director of technical operations, meanwhile, (i) the appointment of AMP’s representatives to our board of directors and board committees shall be made on a rotating basis, and (ii) any right of AMP regarding the appointment of our chief executive officer, chief financial officer, director of investor relations, general counsel, director of human resources, director of commercial activities, the secretary of our board of directors and most other matters relating to AMP’s participation in us, must be made, in principle, pursuant to the unanimous consent of AMP’s shareholders. When unanimous consent is not obtained, other mechanisms exist to avoid the resulting deadlocks. However, such deadlocks might still occur, which may affect our operations. See “Item 3, Key Information –Risk Factors – Risks Related to our Strategic Shareholder – Disputes among AMP’s shareholders may affect our shareholders’ meetings or management.”
RELATED PARTY TRANSACTIONS
Arrangements with AMP and its Affiliates
The rules governing the sale of the Series BB shares required AMP, us, and SICT to enter into a participation agreement. This agreement established the framework for both the technical assistance agreement and the trust agreement with Banco Nacional de Comercio Exterior, S.N.C., or Bancomext.
Since our concessions were granted, AMP and its shareholders have agreed to provide us with management and consulting services, as well as technical assistance and industry expertise related to airport operations. This collaboration has assisted us in developing and improving our airports and the services they offer. Under the technical assistance and participation agreements, we have received a variety of services from AMP, including advice on airport operations and security, guidance on commercial project development, identification of new investment opportunities, and assessments of various international projects. Notably, this includes evaluations related to the acquisition of Sangster International Airport and Norman Manley International Airport in Jamaica. AMP’s active participation in our operations, as mandated by these agreements, provides us with a competitive advantage that has become an essential part of our operations and results in growth, as illustrated by our financial information. See “Item 5, Operating and Financial Review and Prospects – Overview.”
The agreement has an initial term of fifteen years and automatically renews for successive five-year terms, unless one party notifies the other of termination at least 60 days before the scheduled expiration date. The most recent automatic renewal was in 2024, extending the agreement for an additional five years, per Clause 5.2.
Any decision to renew or terminate the technical assistance agreement requires approval from at least 51% of Series B shareholders, excluding AMP or any related parties (to the extent that AMP or such related parties hold Series B shares). The agreement will remain in effect only as long as AMP holds at least 7.65% of our capital stock. If this agreement were to lapse, it could result in management changes and significant negative impacts on our operations due to a lack of technical assistance.
The technical assistance fee is set at the greater of U.S.$4.0 million (subject to annual adjustments for inflation based on the U.S. CPI) or 5% of our annual consolidated income from operations (calculated before deducting the technical assistance fee and depreciation and amortization in accordance with MFRS). We believe that this structure incentivizes AMP to work towards increasing our annual consolidated earnings.
Additionally, the technical assistance agreement permits AMP, its shareholders, and their affiliates to provide us with additional services only if our Acquisitions Committee determines that these related parties have submitted the most favorable bid in a competitive process that
includes at least three unrelated parties. This process is described in “Item 6, Directors, Senior Management and Employees – Board Committees.”
In 2023, 2024, and 2025, we did not incur any expenses with AMP. According to the technical assistance agreement, the fees paid to AMP and its affiliates were approximately Ps.851.6 million (U.S.$50.2 million), Ps.845.2 million (U.S.$46.2 million), and Ps.971.7 million (U.S.$53.9 million) for 2023, 2024, and 2025, respectively.
On December 11, 2025, our shareholders approved the Business Combination, pursuant to which we will acquire CBX and internalize the technical assistance services currently provided by AMP. The Business Combination remains subject to execution of definitive agreements and customary closing conditions. See “Item 4, Information on the Company — History and Development of the Company — Pending Business Combination”.
Tijuana cross-border walkway
The Tijuana airport has a commercial agreement with OTV to operate, maintain, and use a cross-border walkway (referred to as the “CBX”). Each party is responsible for the section of walkway corresponding to its side of the U.S.-Mexico border. The CBX is designated to facilitate the flow of passengers in both directions across the border, provided they present a valid boarding pass. This contract has been in effect since April 8, 2013, and will expire when the Tijuana airport concession ends. According to the agreement, OTV is required to pay the Tijuana airport a fixed fee (termed “access rights”) for each passenger using the CBX. This fee compensates for reducing non-aeronautical services revenues from parking, taxi, bus, retail, car rental, and currency exchange services until December 2017. Since December 2017, OTV is no longer obligated to make additional payments for access rights. The CBX began operations on December 9, 2015. During the years ended December 31, 2023, 2024, and 2025, the CBX was used by approximately 4.3 million, 4.0 million, and 4.0 million, passengers, respectively.
OTV is a private company incorporated in the United States and is wholly owned by Otay-Tj Holdings, L.L.C. The holding company has two shareholders: 25% is owned by a U.S. company, and a Mexican company owns 75%. Additionally, the shareholders of the Mexican company possess 66.67% of AMP, our strategic shareholder. Therefore, this agreement is classified as an operation between related parties. OTV has obtained the necessary presidential permit from the U.S. government to provide border-crossing services and is responsible for all obligations with the U.S. government related to this permit. Moreover, OTV owns the property along the U.S. border that was acquired before the presidential permit was obtained, on which the CBX terminal was later constructed. For these reasons, this business opportunity could only be pursued by OTV.
The agreement with OTV was negotiated at arm’s length, reported to our Audit and Corporate Practices Committee, and approved by a majority of our independent directors during a board meeting held on February 26, 2013. Our Series BB directors, appointed by AMP, abstained from the vote.
Upon consummation of the Pending Business Combination, CBX will become a wholly owned subsidiary of GAP and this related-party arrangement will be superseded. See “Item 4, Information on the Company — History and Development of the Company — Pending Business Combination”.
Accounts receivable with other related parties
As of December 31, 2023, 2024, and 2025, the following balances receivable with other related parties that are in the consolidated statement of financial position, are integrated as follows (in thousands of pesos):
2023
2024
2025
Accounts receivable:
Especialistas en Alta Cocina, S.A. de C.V. (Independent Director)
Ps.
24
Ps.
24
Ps.
24
Fly by Wings, S.A. de C.V. (Independent Director)
Ps.
—
Ps.
591
Ps.
122
Las Nuevas Delicias Gastronómicas, S. de R.L. de C.V. (Independent Director)
Ps.
—
Ps.
1,926
Ps.
630
Servicios empresariales de alta calidad, S.A. de C.V. (Shareholder)
Ps.
76
—
Ps.
—
Operadora de Alimentos y Malteadas, S.A.P.I. de C.V. (Independent Director)
Ps.
2,265
Ps.
1,041
Ps.
—
Otayconnect, S. de R. L. de C.V. (Shareholder)
Ps.
—
Ps.
569
—
Restaurantes SUSHI ITTO, S.A. de C.V. (Independent Director)
Ps.
—
Ps.
45
Ps.
—
Beer Factory de México, S.A. de C.V. (Independent Director)
During the years ended December 31, 2023, 2024, and 2025, the following operations were carried out with other related parties that are included in the consolidated statement of profit or loss and other comprehensive income, are as follows (in thousands of pesos):
2023
2024
2025
Commercial revenues:
Otayconnect, S. de R. L. de C.V. (Shareholder)
Ps.
1,681
Ps.
2,463
Ps.
3,030
Las Nuevas Delicias Gastronómicas, S. de R. L. de C.V. (Independent Director)
Ps.
8,645
Ps.
26,506
Ps.
41,525
Fly by Wings, S.A. de C.V. (Independent Director)
Ps.
40,325
Ps.
27,428
Ps.
39,162
Servicios empresariales de alta calidad, S.A. de C.V. (Shareholder)
Ps.
19
Ps.
30
Ps.
—
Operadora de Alimentos y Malteadas, S.A.P.I. de C.V. (Independent Director)
Ps.
5,486
Ps.
32,853
Ps.
43,066
Restaurantes SUSHI ITTO, S.A. de C.V. (Independent Director)
Ps.
—
Ps.
2,362
Ps.
3,645
Beer Factory México, S.A. de C.V. (Independent Director)
Ps.
—
Ps.
2,970
Ps.
1,371
2023
2024
2025
Technical advisory:
Ingeniería y Economía del Transporte, S.A. (Shareholder)
Ps.
14,620
Ps.
6,254
Ps.
16,918
Item 8. Financial Information
See “Item 18, Financial Statements” and our consolidated financial statements beginning on page F-1. Since the date of those financial statements, no significant change has occurred.
LEGAL PROCEEDINGS
General
We are periodically involved in legal proceedings incidental to the ordinary conduct of our business. None of these matters is expected to have a material adverse effect on our operations or financial position. In addition to such ordinary-course proceedings, in recent years we have been subject, directly and indirectly, to certain litigation matters, which are summarized below.
Ejido claims at Tijuana, Guadalajara and Puerto Vallarta airports
Certain portions of the land on which several of our airports operate were expropriated by the Mexican government pursuant to its eminent domain authority. Prior to these expropriations, the land was under the communal land ownership structure known as ejidos. Certain former ejido participants have filed indemnification claims against the Mexican government challenging the validity of the corresponding expropriation decrees.
Tijuana
For Tijuana airport subsidiary was joined as an interested third party in proceedings relating to the 1970 expropriation decree. In 2008, the ejido received an unfavorable ruling, which it appealed. The appellate agrarian court subsequently ruled in favor of the ejido, ordering the restitution of 320 hectares. We filed an amparo against this decision on October 20, 2016. On November 26, 2020, the amparo was resolved in our favor, nullifying the agrarian court’s restitution order and determining that the conditions for restitution under Article 98 of the Agrarian Law (Ley Agraria)had not been met.
In addition, certain former ejido participants currently occupy portions of the land on which Tijuana International Airport operates. Although these areas are not essential for current operations and do not presently interfere with airport activities, their occupation may restrict our ability to expand the airport capacity. These individuals may also attempt to disrupt operations in their legal claims against the Mexican government are not resolved to their satisfaction.
On September 19, 2025, a substitute compliance agreement was executed between the Tampico Ejido and the Federal Government, through the SICT, under which the dispute was resolved by paying compensation to the ejido, as well as fees, in a combined amount of Ps.723.3 million and by formally restoring the land area that, prior to the concession, had been in the ejido’s possession and was not part of the Tijuana Airport boundary polygon.
Guadalajara
In 2009, two ejidos initiated proceedings before an agrarian court (Tribunal Superior Agrario), seeking to nullify 1975 expropriation decree related to Guadalajara International airport. The matter was subsequently transferred to the federal justice system. In November 2010, the district court ruled in favor of the ejidos, ordering the return of all expropriated property and voiding the concession granted for such land. The airport joined the proceedings as an interested third party and appealed. On July 10, 2012, the appellate court reversed and remanded the judgment. On July 31, 2014, the district court issued a new ruling in favor of one of the ejidos, El Zapote. Both the airport and federal authorities appealed again. On April 14, 2016, an appellate court issued a definitive judgment holding that, while the ejidos’ rights to contest the appraised value had been violated, the land could not be returned to them and the concession remained valid. The case is currently in the enforcement phase. On January 13, 2017, the Ministry of Agrarian, Territorial and Urban Development (Secretaría de Desarrollo Agrario, Territorial y Urbano (SEDATU)) issued an appraisal for a part of airport’s land pursuant the 1975 expropriation decree. Although the appraisal was challenged by the ejido, it wasaccepted by the court. On August 10, 2018, the district judge initiated financial compensation proceedings.
On December 6, 2022, a substitute compliance judicial agreement was reached to ensure the continued operation and future expansion of the airport. The agreement was executed on December 9, 2022, with a payment of Ps.82.6 million and was approved by the aeronautical authority. While this agreement resolved the specific claims of the ejido, we cannot assure that new proceedings will not be initiated in the future.
Puerto Vallarta
In October 2013, Puerto Vallarta International Airport received notice of lawsuits filed by the ejido Valle de Banderas asserting the invalidity of the expropriation of land on which the airport is located. Ejido participants initiated four proceedings against us, our Puerto Vallarta airport subsidiary, and various federal authorities, seeking restitution or compensation for 154 hectares of land comprising the airport. The plaintiffs seek to invalidate the expropriation decree issued on October 9, 1957, and, in two of the proceedings, also challenge subsequent decrees issued on August 20, 1990, November 24, 1993, and April 24, 1997. Additionally, these lawsuits seek to void the airport’s concession. We challenged these lawsuits on jurisdictional grounds, as they were filed in the State of Nayarit despite the airport being located in the State of Jalisco. The superior agrarian court agreed with our appeal and transferred the cases to Guadalajara.
Under the terms of our Mexican concessions, if our use of the land assigned to us is impaired, the Mexican government is obligated to restore our rights to use such public property. Although we cannot guarantee the outcomes of the proceedings describe above, we believe the government would be liable for any operational disruptions arising from these matters. If we were to lose any of these proceedings, the government would likely be required to restore our rights to use the relevant public property.
Property tax claims by certain municipalities
We are also subject to ongoing claims by certain municipalities regarding alleged property tax obligations in connection with the land on which our airports operate. We believe that any liabilities arising from these claims, individually or in the aggregate, would not have a material adverse effect on our consolidated financial condition or results of operations, even if a court were to determine that such taxes are payable.
Tijuana
The most significant matter relates to Tijuana airport. On November 26, 2014, the Tijuana municipal authority issued a demand for payment of Ps.234.8 million in property taxes for the period from 2000 to 2014. We challenged the demand on December 19, 2014. The court suspended the requirement to post a collateral bond for the full amount, noting that a portion had already been guaranteed in prior proceedings.
On October 6, 2020, the lower court ruled against us, and we sought judicial review. On June 28, 2022, in plenary session, the court affirmed the unfavorable decision. We filed a further appeal on August 24, 2022, which remains pending.
On March 25, 2020, the municipal authority issued a demand for Ps.23.5 million in property taxes for 2015, followed by an additional demand for 2016 on March 11, 2021. Both demands were challenged in a timely manner and remain pending.
In March 2023, the authority issued a requirement for payment for Ps.31.2 million in property taxes for 2018. The nullity lawsuit was admitted on April 26, 2023. On March 22, 2024, the Federal Court ruled in our favor, requiring the municipal authority to issue a new, fully substantiated resolution.
On March 27, 2024, the municipal authority issued a new requirement for payment for Ps.31.5 million in property taxes for 2019. We intend to challenge this requirement on the same grounds that resulted in the favorable federal ruling for 2018.
On March 31, 2025, the municipal authority of Tijuana issued a claim for property tax in the amount of Ps.31.5 million related to fiscal year 2020. This claim, as with prior assessments, was challenged through an annulment proceeding, which is currently pending resolution before the Administrative Courts.
Guadalajara
On September 25, 2025, the Municipality of Tlajomulco de Zúñiga, Jalisco, issued a property tax assessment to Guadalajara Airport for fiscal years 2006 through 2025 in the amount of Ps.34.6 million. This assessment was timely challenged through the appropriate legal remedies and is currently pending resolution before the Administrative Courts.
DIVIDENDS
The declaration, amount, and payment of dividends are determined by a majority vote of shareholders at a shareholders’ meeting, generally based on the recommendation of our board of directors. Under Article 18 of our bylaws, our board is authorized to establish dividend policies. For so long as the Series BB shares represent at least 7.65% of our capital stock, dividend declarations and payments also require approval by a majority of Series BB shareholders.
Under Mexican law, at least 5% of annual net income (after profit sharing and other required deductions) must be allocated to a legal reserve fund until this reserve reaches at least 20% of capital stock (historical value, without adjusting for inflation). As of December 31, 2025, our legal reserve fund totaled Ps.238.9 million (historical value), which represents 20% of capital stock, therefore it did not require an additional increase to the legal reserve fund.
Mexican companies may pay dividends only from earnings (including retained earnings once all losses have been absorbed) and only after the required allocation to the legal reserve fund. Each entity within a group must fund its own legal reserve fund on a stand-alone basis, not on a consolidated basis. Earnings available for distribution are determined under MFRS. Subsidiaries must allocate earnings to their respective legal reserve funds before distributing dividends to Grupo Aeroportuario del Pacífico, S.A.B. de C.V.
Pursuant to the 2014 Fiscal Reform, dividends paid to Mexican individuals or foreign residents with respect to our Series B shares and ADSs are subject to a 10% withholding tax. For these purposes, the definition of dividends includes, among others: (i) interest paid on preferred shares; (ii) loans to shareholders or partners unless the loan is for less than one year, incurred in the ordinary course of business and meets certain requirements; (iii) non-deductible payments that benefit shareholders; (iv) amounts not recognized due to omissions of income or unrealized purchases; and (v) transfer pricing adjustments to income or expenses arising from tax authorities assessments for related party transactions. The 10% withholding tax also applies to branch distributions to its home office. A transitory provision limits this dividend withholding tax to earnings generated in 2014 and subsequent years. Accordingly, distributions from previously taxed earnings (CUFIN) accumulated through 2013 are tax-exempt. Taxpayers must maintain a separate CUFIN account for these earnings, and the withholding tax is imposed on shareholders under the Mexican Income Tax Law, allowing for treaty benefits where applicable.
Dividends paid from distributable earnings that have not been subject to corporate income tax are subject to a corporate-level dividend tax (retained against cumulative net profit and payable by us) calculated on a gross-up basis by applying a factor of 1.4286 to the distribution amount for 2013 and subsequent years. The Mexican corporate income tax has been 30% since 2013. This corporate-level dividend tax may be credited against our Mexican corporate income tax for the fiscal year in which the dividend is paid or for the following two years.
Distributions to shareholders that do not qualify as dividends (such as capital reductions or share amortization) may also be subject to taxation in Mexico, including withholding taxes. The applicable tax rates and methods for assessing and paying taxes on non-dividend distributions will vary according to the nature of those distributions.
Under our dividend policy, our annual dividend consists of two components. The first component is a fixed amount, which was Ps.450 million in 2005 (for the dividend paid in 2006) and is intended to increase gradually each year. The second component corresponds to any cash and cash equivalents held by us (as reflected in our balance sheet as of the month-end prior to the dividend payment, after deducting the fixed component) over our “minimum cash balance.” For purposes of our policy, the “minimum cash balance” is the amount of cash and cash equivalents that our board of directors determines is necessary to cover expected minimum expenses and investments for the fiscal year in which the dividend is paid and the subsequent fiscal year. Dividends are expected to be paid in cash and in one or more installments, as determined at the relevant ordinary shareholders’ meeting.
We paid dividends of Ps.7,498.3 million, Ps.7,003.1 million (not as dividend, but as capital reduction), and Ps.8,508.9 million, in 2023, 2024, and 2025, respectively.
The declaration, amount, and payment of dividends under the policy described above are subject to: (i) compliance with applicable laws regarding dividend declaration and payment for any given year, including the establishment of the statutory legal reserve fund, and (ii) ensuring that the payment of any dividend does not adversely affect our business plan for the current or subsequent fiscal years. We cannot guarantee that we will continue to pay dividends or that future dividends will be comparable to those distributed in the past. Our ability to pay dividends may also be restricted if we fail to make timely interest payments under our credit agreements. See “Item 5, Operating and Financial Review and Prospects – Liquidity and Capital Resources.” Our dividend policy may also be amended at any time by our shareholders.
As of December 31, 2025, we had approximately Ps.19.0 billion in accumulated distributable earnings previously subject to corporate income tax, which may be distributed free of corporate-level tax; however, a 10% withholding tax may apply to Mexican individuals and foreign residents.
Dividends are paid in pesos. For ADSs representing Series B shares, the depositary receives the dividend in pesos, converts it into U.S. dollars at the prevailing exchange rate (net of conversion expenses from the depositary and applicable Mexican withholding tax), and distributes the proceeds to ADS shareholders. Exchange rates fluctuations will affect the amount received by ADS holders.
Item 9. The Offer and Listing
TRADING MARKETS
Our Series B common shares, without par value, are publicly traded in Mexico on the Mexican Stock Exchange under “GAP B.” A new competitor, the Bolsa Institucional de Valores, or the “Institutional Stock Exchange,” commenced operations on July 25, 2018. Since its launch, all securities traded on the Mexican Stock Exchange, including our Series B common shares, are also traded on the Institutional Stock Exchange. Both stock exchanges operate an automatic suspension system designated to limit excessive price volatility. However, under current regulations, this mechanism does not apply to securities such as our Series B common shares that are represented by ADSs and traded on a stock exchange outside of Mexico. Most securities listed on the Mexican Stock Exchange and the Institutional Stock Exchange, including our Series B common shares, are held in custody at Indeval, a privately owned securities depositary that acts as the clearinghouse for transactions executed on both stock exchanges.
Our common ADSs, each representing 10 Series B common shares, are traded on the NYSE under the ticker symbol “PAC”. The Bank of New York Mellon serves as the depositary for our common ADSs. As of March 31, 2026, there were 7,823,082 common ADSs outstanding, representing 15.5% of our total share capital.
Grupo Aeroportuario del Pacífico, S.A.B. de C.V. is a corporation (sociedad anónima bursátil de capital variable) organized under the laws of Mexico, governed by the Mexican General Law of Commercial Corporations (Ley General de Sociedades Mercantiles) and the Mexican Securities Market Law. It is registered with the Public Registry of Commerce of Mexico City under number 238,578.
Purpose
Our primary corporate purpose is to operate airports under airport concessions.
Bylaws
This section summarizes specific provisions of Mexican law and our bylaws (estatutos sociales).
Board of Directors
Our board of directors consists of eleven members, which can increase to twelve or thirteen members only in cases where it is necessary to preserve minority shareholders’ voting rights due to multiple appointments by persons with 10% interests.
During the election of directors at shareholders’ meetings, holders of Series BB shares are entitled to elect four directors, while holders of Series B shares elect the remaining members of the board.
Individuals or groups owning 10% of our capital stock in the form of Series B shares have the right to appoint one director. The remaining positions on the board of directors are filled in based on the votes of all Series B shareholders who have not appointed a director by virtue of owning 10% of our capital stock. The Nominations and Compensation Committee proposes candidates to the shareholders for election as directors by Series B shareholders. All directors are elected based on a simple majority of the votes cast at the relevant shareholders’ meeting.
Our bylaws do not currently require mandatory retirement of directors after they reach a certain age. The Nominations and Compensation Committee proposes the compensation of our directors to all shareholders at shareholders’ meetings for their approval. Additionally, according to the Securities Market Law, 25% of our directors must be independent, as defined by the law.
Authority of the Board of Directors
The board of directors serves as our legal representative and has several powers, including the following:
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Defining our strategic planning decisions and approving our annual business plans and investment budgets.
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Approving our Master Development Programs and any changes made to them.
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Calling shareholders’ meetings and acting upon resolutions made by shareholders.
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Creating special committees and granting them the powers and authority as deemed fit, provided that said committees will not be vested with the authorities that are expressly reserved for the shareholders or the board of directors under our bylaws or the law.
The meetings of the board of directors will be valid and held if a majority of the members are present, and the resolutions passed during the meeting will be valid if approved by a majority of the board members, unless our bylaws require a higher number. Notwithstanding the board’s authority, under general principles of Mexican law, our shareholders, pursuant to a decision validly taken at a shareholders’ meeting, may at any time override the board.
Powers of Series BB Directors
The Series BB directors are entitled to: (i) appoint and remove our chief executive officer and our other top-level executive officers (upon consultation with our Nominations and Compensation Committee); (ii) appoint three members of the Operating Committee and their respective alternates; (iii) appoint 20% of the total members of the Audit Committee, the Acquisitions Committee and the Nominations and Compensation Committee (a minimum of one member per committee), and their respective alternatives; and (iv) consent to the appointment of individuals appointed to the Operating Committee who are not members of our board of directors or our officers.
In addition to the foregoing, each of the following actions of our board of directors, among others, may only occur with the approval of the Series BB directors:
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approval of our airports’ five-year Master Development Programs or amendments thereto;
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approval of our annual business and investment plans;
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approval of capital expenditures outside of our annual investment plans;
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approval of any sale of our fixed assets, individually or jointly, in an amount exceeding U.S.$3.0 million;
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approval for us to enter into any type of loan or credit agreement, other than for certain loans granted by us to our subsidiaries;
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approval of the granting by us of guarantees (avales) or other security interests other than for the benefit of our subsidiaries;
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proposing to increase our capital stock or that of our subsidiaries;
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approval of sales of shares in our subsidiaries;
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approval of our dividend policies; and
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proposing individuals to join our Audit Committee or our Nominations and Compensation Committee.
Our Capital Stock
The following table sets forth our authorized capital stock and our issued and outstanding capital stock as of April 10, 2026:
Capital Stock
Capital Stock
Authorized (1)
Issued and Outstanding
Series B shares
429,485,845
429,485,845
Series BB shares
75,791,619
75,791,619
Total
505,277,464
505,277,464
(1)
At our April 13, 2023, Extraordinary Shareholders’ Meeting, our shareholders approved canceling 7,024,113 Series B shares previously repurchased by us and held as treasury shares. Article Six, Clause 2 of our bylaws establishes that our Series BB shares may only represent up to 15% of our authorized capital stock. Consequently, because of the cancellation of Series B shares approved at our Extraordinary Shareholders’ Meeting and to comply with the provisions of our bylaws on May 16, 2023, Bancomext, as trustee of the trust in which AMP’s Series BB shares are held requested the conversion of 1,053,617 Series BB shares held by the trust to Series B shares. For a description of the AMP trust, see “Item 7, Major Shareholders and Related Party Transactions – Major Shareholders – AMP Trust, Bylaws and Shareholders’ Agreement.” This table has been updated to reflect both the cancellation and conversion of shares as described above.
Our bylaws provide that our shares have the following characteristics:
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Series B: Series B shares currently represent 85% of our capital stock and may represent up to 100% of our share capital. Series B shares may be held by any Mexican or foreign natural person, company or entity, except foreign governments.
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Series BB: Series BB shares currently represent 15% of our capital stock and may not represent a greater percentage of our capital stock. Like Series B shares, Series BB shares may be held by any Mexican or foreign natural person, company or entity, except for foreign governments and subject to the other requirements of our bylaws.
Under the Mexican Airport Law and the Mexican Foreign Investments Law (Ley de Inversión Extranjera), foreign persons may not directly or indirectly own more than 49% of the capital stock of a holder of an airport concession unless authorization from the Mexican Commission of Foreign Investments is obtained. We have obtained this authorization, and as a consequence these restrictions do not apply to our Series B or Series BB shares.
All ordinary shares confer equal rights and obligations on holders within each series. Series BB shares are subject to transfer restrictions under our bylaws and generally must be converted to Series B shares before they can be transferred. On or after August 25, 2014, all of the Series BB shares may be converted into Series B shares if (i) the technical assistance agreement between AMP and us has not been renewed; and (ii) the Series BB shareholders so request. Notwithstanding the foregoing, if at any time after August 25, 2014, Series BB shares represent less than 7.65% of our share capital, those shares will be mandatorily converted into Series B shares and the technical assistance agreement will be terminated.
Voting Rights and Shareholders’ Meetings
Each Series B share and Series BB share entitles the holder to one vote at any general meeting of our shareholders. Holders of Series BB shares are entitled to elect four members of our board of directors and holders of Series B shares are entitled to elect the remaining members of the board of directors.
Under Mexican law and our bylaws, we may hold three types of shareholders’ meetings: ordinary, extraordinary, and special. Ordinary shareholders’ meetings are those called to discuss any issue not reserved for extraordinary shareholders’ meetings. An annual ordinary shareholders’ meeting (our “General Ordinary Shareholders’ Meeting”) must be convened and held within the first four months following the end of each fiscal year to discuss, among other things, the report prepared by the board on our financial statements, the appointment of members of the board of directors, the declaration of dividends and the determination of compensation for members of the board.
Extraordinary shareholders’ meetings (our “Extraordinary Shareholders’ Meeting”) are those called to consider any of the following matters:
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the extension of our duration or our voluntary dissolution;
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an increase or decrease in our minimum fixed capital;
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a change in corporate purpose or nationality;
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any transformation, merger or spin-off involving the company;
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any stock redemption or issuance of preferred stock or bonds;
•
the cancellation of the listing of our shares with the National Securities Registry or on any stock exchange;
•
amendments to our company’s bylaws; and
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any other matters for which applicable Mexican law or the bylaws specifically require an extraordinary meeting.
Special shareholders’ meetings are those called and held by shareholders of the same series or class to consider any matter particularly affecting the relevant series or class of shares.
Shareholders’ meetings are required to be held in our corporate domicile, which is the city of Guadalajara, in the state of Jalisco. Calls for shareholders’ meetings must be made by the board of directors or the Audit Committee. Any shareholder or group of shareholders representing at least 10% of our capital stock has the right to request that the board of directors or the Audit Committee call a shareholders’ meeting to discuss the matters indicated in the relevant request. In certain circumstances specified in Mexican law, any individual shareholder may also make such a request. If the board of directors or the Audit Committee fails to call a meeting within fifteen calendar days following receipt of the request, the shareholder or group of shareholders may request that the call be made by a competent court.
Calls for shareholders’ meetings must be published in the Mexican Federal Gazette or in one newspaper of general circulation in Mexico at least fifteen calendar days prior to the date of the meeting. Each call must set forth the place, date and time of the meeting and the matters to be addressed. Shareholders’ meetings will be validly held and convened without the need for a prior call or publication whenever all the shares representing our capital are duly represented.
To be admitted to any shareholders’ meeting, shareholders must be registered in our share registry and comply with the requirements set forth in our bylaws. Shareholders may be represented at any shareholders’ meeting by one or more attorneys-in-fact who may not be our directors.
At or prior to the time of publication of any call for a shareholders’ meeting, we will provide copies of the publication to the depositary for distribution to the holders of ADSs. Holders of ADSs are entitled to instruct the depositary as to the exercise of voting rights pertaining to Series B shares.
Ordinary shareholders’ meetings are regarded as legally convened pursuant to a first call when more than 50% of the shares representing our capital are present or duly represented. Resolutions at ordinary shareholders’ meetings are valid when approved by a majority of the shares present or duly represented at the meeting. Any number of shares represented at an ordinary shareholders’ meeting convened pursuant to a second or subsequent call constitutes a quorum. Resolutions at ordinary shareholders’ meetings convened in this manner are valid when approved by a majority of the shares represented at the meeting.
Extraordinary and special shareholders’ meetings are regarded as legally convened pursuant to a first or subsequent call when at least 75% of the shares representing our capital (or 75% of the relevant series) are present or duly represented. Resolutions at extraordinary shareholders’ meetings are valid if taken by the favorable vote of shares representing more than 50% of our capital (or 50% of the relevant series).
Notwithstanding the foregoing, resolutions at extraordinary shareholders’ meetings called to discuss any of the issues listed below are valid only if approved by a vote of shares representing at least 75% of our capital:
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any amendment to our bylaws that: (i) changes or deletes the authorities of our committees; or (ii) changes or deletes the rights of minority shareholders;
•
any actions resulting in the cancellation of the concessions granted to us or our subsidiaries by the Mexican government or any assignment of rights arising therefrom;
•
termination of the participation agreement between us and AMP;
•
the cancellation of registration of our shares with the National Securities Registry (Registro Nacional de Valores), with the Mexican Stock Exchange (BMV) or with any other domestic or foreign stock exchange in which they are registered;
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a merger by us with an entity the business of which is not directly related to our business or that of our subsidiaries; or
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a spin-off, dissolution or liquidation of our business.
Our bylaws also establish the following voting requirements:
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the amendment of the restrictions in our bylaws on ownership of shares of our capital stock requires the vote of holders of 85% of our capital stock;
•
a delisting of our shares requires the vote of holders of 95% of our capital stock; and
•
the amendment of the provisions in our bylaws requiring that a shareholder exceeding our share ownership limits conduct a public sale of his excess shares requires the vote of holders of 85% of our capital stock.
Veto Rights of Holders of Series BB Shares
So long as the Series BB shares represent at least 7.65% of our capital stock, resolutions adopted at shareholders’ meetings with respect to any of the issues listed below will only be valid if approved by a vote of a majority of the Series BB shares:
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approval of our financial statements;
•
liquidation or dissolution;
•
capital increases or decreases;
•
declaration and payment of dividends;
•
amendment to our bylaws;
•
mergers, spin-offs or share-splits;
•
grant or amendment of special rights to any series of shares; and
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any decision amending or nullifying a resolution validly taken by the board of directors with respect to: (i) appointment of our top-level executive officers; (ii) appointment of the three members of our Operating Committee and of the members of the Audit, Acquisitions and Nominations and Compensation committees to be designated by the directors elected by the holders of the Series BB shares; and (iii) appointment of the members of the Operating Committee whose appointment requires the consent of the directors elected by the holders of the Series BB shares, and decisions of the board of directors that require the affirmative vote of the directors elected by the holders of our Series BB shares.
At our General Ordinary Shareholders’ Meeting, the board of directors will submit to the shareholders for their approval our audited consolidated financial statements for the preceding fiscal year. Five percent of our net income (after profit sharing and other deductions required by Mexican law) must be allocated to a legal reserve fund until the legal reserve fund reaches an amount equal to at least 20% of our capital stock (without adjustment for inflation). Additional amounts may be allocated to other reserve funds as the shareholders may from time to time determine including a reserve to repurchase shares. The remaining balance, if any, of net earnings may be distributed as dividends on the shares of common stock. A full discussion of our dividend policy may be found in “Item 8, Financial Information – Dividends.”
At the Extraordinary Shareholders’ Meeting held on April 25, 2025, the shareholders approved a dividend payment of Ps.16.84 per outstanding shares at the date of each payment, excluding shares repurchased in accordance with Article 56 of the Securities Market Law. The first payment for Ps.8.42 per outstanding share was made on May 28, 2025, and the second payment for Ps.8.42 per outstanding share was made on August 14, 2025. The total dividend payment was Ps.8,508.9 million.
At the Extraordinary Shareholders’ Meeting held on April 25, 2024, the shareholders approved a capital reduction of Ps.13.86 per outstanding shares at the date of each payment, excluding shares repurchased in accordance with Article 56 of the Securities Market Law. The first payment for Ps.6.93 per outstanding share was made on July 23, 2024, and the second payment for Ps.6.93 per outstanding share was made on November 26, 2024. The total payment for the capital reduction was Ps.7,003.1 million.
At the Ordinary and Extraordinary Shareholders’ Meeting held on April 13, 2023, the shareholders approved a dividend payment of Ps.14.84 per outstanding shares at the date of each payment, excluding shares repurchased in accordance with Article 56 of the Securities Market Law. The first payment for Ps.3.71 per outstanding share was made on May 18, 2023, the second payment for Ps.3.71 per outstanding share was made on July 13, 2023, the third payment for Ps.3.71 per outstanding share was made on October 12, 2023, and the fourth and final payment for Ps.3.71 per outstanding share was made on December 14, 2023. The total dividend payment was Ps.7,498.3 million.
Registration
Our shares have been registered with the National Securities Registry, as required under the Securities Market Law and regulations issued by the Mexican National Banking and Securities Commission. If we wish to cancel our registration, or if it is cancelled by the Mexican National Banking and Securities Commission, we will be required to make a public offer to purchase all outstanding shares, prior to such cancellation. Unless the Mexican National Banking and Securities Commission authorizes otherwise, the price of the offer to purchase will be the higher of: (i) the average of the trading price of our shares during the prior thirty trading days (during a period of no more than six months); or (ii) the book value of the shares in accordance with the most recent quarterly report submitted to the Mexican National Banking and Securities Commission and to the Mexican Stock Exchange. Any waiver to the foregoing provisions included in our bylaws requires the prior approval of the Mexican National Banking and Securities Commission and the approval, at an extraordinary shareholders’ meeting, of 95% of our outstanding capital stock.
Shareholder Ownership Restrictions and Antitakeover Protection
Holders of our shares are subject to the following restrictions:
•
holders of Series B shares, either individually or together with their related parties, may not directly or indirectly own more than 10% of our Series B shares;
•
although there is no limit on individual holdings of Series BB shares, Series BB shares may represent no more than 15% of our capital stock;
•
holders of Series BB shares may also own Series B shares;
•
no shareholder may vote more than 10% of our capital stock. Shares in excess of this threshold will be voted in the same manner as the majority of our shares;
•
the aforementioned limits may not be circumvented by means of any special trust; collective ownership or voting agreement or any other scheme that could confer a higher percentage of share ownership or voting powers; and
•
foreign governments acting in a sovereign capacity may not directly or indirectly own any portion of our capital stock.
A person exceeding the 10% threshold described above with respect to our Series B shares must conduct a public offer of his excess shares.
Any amendment to the ownership restrictions described above requires the vote of shares representing 85% of our capital stock.
Lock-Up Provisions Related to Pending Business Combination
In connection with the Pending Business Combination described in “Item 4, Information on the Company — History and Development of the Company — Pending Business Combination”, shareholders who receive shares in the merger will be subject to lock-up and orderly disposition restrictions designed to prevent market disruption. Under the terms contemplated in the merger agreement governing the Business Combination and related draft resolutions, shareholders receiving shares in the merger will generally be restricted from disposing of those shares for 365 days following our shareholder approval of the merger. Two exceptions to this general restriction would permit these shareholders to dispose of up to 25% of their shares received from the merger after 90 days and an additional 25% after 180 days, meaning that 50% of the shares would remain locked up for the full 365-day period.
Any dispositions during the partial release periods (at 90 days and 180 days) or following the full expiration of the lock-up period must be effected through registered public offerings or block sales that comply with applicable securities laws and must be coordinated with us. We may enter into complementary or ancillary agreements with the shareholders receiving merger shares, including orderly liquidity agreements that formalize these disposition restrictions and coordination requirements, and registration rights agreements that obligate us to facilitate registered offerings to enable these shareholders to dispose of their shares in an orderly manner. These restrictions are intended to prevent a sudden influx of shares into the market that could depress our share price and to give us the ability to coordinate the timing and manner of share sales by large new shareholders.
These lock-up and orderly disposition provisions do not affect the rights attached to the shares, which remain unchanged, but rather impose contractual restrictions on transferability for a defined period. The specific terms of these restrictions remain subject to final documentation and may be modified as part of the ancillary agreements entered into in connection with the closing or the Business Combination.
Changes in Capital Stock
Increases and reductions of our minimum fixed capital must be approved at an extraordinary shareholders’ meeting, subject to the provisions of our bylaws and the Mexican General Law of Business Corporations. Increases or reductions of the variable capital must be approved at an ordinary shareholders’ meeting in compliance with the voting requirements of our bylaws.
Pursuant to Article 53 of the Securities Market Law, we may issue unsubscribe shares that will be kept in treasury, to be subsequently subscribed by the investing public, provided that
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an extraordinary shareholders’ meeting approves the maximum amount of the capital increase and the conditions upon which the corresponding placement of shares shall be made,
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the subscription of issued shares is made through a public offer following registration in the National Securities Registry and complying with the provisions of the Securities Market Law and other applicable law, and
•
the amount of the subscribed and paid-in capital of the company is announced when the company makes the authorized capital increase public.
The preferential subscription right provided under Article 132 of the General Law of Commercial Corporations (Ley General de Sociedades Mercantiles) is not applicable to capital increases through public offers.
Subject to the individual ownership limitations set forth in our bylaws, in the event of an increase in our capital stock our shareholders will have a preemptive right to subscribe and pay for new stock issued as a result of such increase in proportion to their shareholder interest at that time, unless the capital increase is made under the provisions of Article 53 of the Securities Market Law. Said preemptive right shall be exercised by any method provided in Section 132 of the Mexican General Corporations Law, by subscription and payment of the relevant stock within fifteen business days after the date of publication of the corresponding notice to our shareholders in the Mexican Federal Gazette and in one of the newspapers of greater circulation in Mexico, provided that if at the corresponding meeting all of our shares are duly represented, the fifteen business day period shall commence on the date of the meeting.
Our capital stock may be reduced by resolution of a shareholders’ meeting taken generally pursuant to the rules applicable to capital increases. Our capital stock may also be reduced upon repurchase of our own stock in accordance with the Securities Market Law. See “Item 10, Additional Information – Corporate Governance –Share Repurchases” below.
We may choose to acquire our own shares or negotiable instruments representing such shares through the Mexican Stock Exchange on the following terms and conditions:
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Acquisition and sale on the Mexican Stock Exchange is made at market price (except when dealing with public offerings or auctions authorized by the National Banking and Securities Commission).
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The company must announce the amount of the subscribed and paid-in capital when the amount of the authorized capital represented by the issued and unsubscribe shares is publicly announced.
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The ordinary shareholders’ meeting will expressly determine for each fiscal year the maximum amount of resources that we may use to purchase our own shares or negotiable instruments that represent such shares, with the only limitation that the sum or total of the resources that may be used for such purpose may not exceed, at any time, the total balance of the net profits of the company, including retained profits.
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We must be up to date with the payment of obligations under debt instruments issued and registered in the National Securities Registry that we may have issued.
Shares of the company belonging to us may not be represented or voted in shareholders’ meetings, nor may corporate or economic rights of any kind be exercised, nor will the shares be considered outstanding for the purpose of determining the quorum or voting in shareholders’ meetings.
See “Item 16E, Purchases of Equity Securities by the Issuer and Affiliated Purchasers.”
Ownership of Capital Stock by Subsidiaries
Our subsidiaries are not allowed to invest in our shares directly or indirectly.
Liquidation
Upon our dissolution, one or more liquidators will be appointed through an extraordinary shareholders’ meeting to wind up our affairs. All fully paid, outstanding shares will be distributed equally. Partially paid shares will be distributed according to the proportion that has been paid at the time of distribution.
Other Provisions
Liabilities of the members of the Board of Directors
As per Mexican corporation law, any shareholder or group of shareholders who possesses at least 5% of our capital stock can take civil liability action directly against the members of our board of directors, based on Article 38 of the Securities Market Law.
Our bylaws further state that if any member of the board of directors violates their duties as outlined in articles 29 to 37 of the Securities Market Law, they will be held accountable and liable to both the company and its shareholders.
However, our bylaws also provide indemnification to the members of the board of directors, board committees, and secretary in case of any violations of their duty of care (deber de diligencia), provided that they acted in good faith and did not breach their duty of loyalty or commit any illicit acts under the Securities Market Law or other applicable law. Moreover, we shall indemnify the members of the board of directors and the secretary for any indemnification liability that they may incur as long as they have not acted in bad faith, violated their duty of loyalty, or committed any illicit act under the Securities Market Law or other applicable law.
The Securities Market Law establishes that we, acting through our board of directors, must annually present a report at a shareholders’ meeting that includes the following:
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A report prepared by the chairman of our Audit Committee, as required by Article 43 of the Securities Market Law, which must cover, among other things: (i) the performance of our top-level officers; (ii) transactions with related parties; (iii) the compensation packages for our directors and officers; (iv) waivers granted by the board of directors regarding corporate opportunities; (v) the situation of our, and our subsidiaries’ internal controls and internal auditing; (vi) preventive and corrective measures adopted in connection with non-compliance with operational and accounting guidelines; (vii) the performance of our external auditor; (viii) additional services provided by our external auditor and independent experts; (ix) the main results of the review of our and our subsidiaries’ financial statements; and (x) the effects of changes to our accounting policies.
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The report is prepared by the chief executive officer under article 44, paragraph XI of the Securities Market Law. This report must be accompanied by the report (dictamen) of the external auditor, and should include, among other things: (i) a report of the directors on the operations of the company during the preceding year, as well as on the policies followed by the directors and on the principal existing projects of the company, (ii) a statement of the financial condition of the company at the end of the fiscal year, (iii) a statement regarding the results of operations of the company during the preceding year, as well as changes in the company’s financial condition and capital stock during the preceding year, and (iv) the notes which are required to complete or clarify the foregoing information.
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The board’s opinion on the contents of the report prepared by the chief executive officer and mentioned in the preceding paragraph.
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A report explaining the principal accounting and information policies and criteria followed in the preparation of financial information.
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A report regarding the operations and activities in which the board participated, as provided under the Securities Market Law.
In addition to the foregoing, our bylaws specify additional information obligations of the board of directors, including that the board of directors should also prepare the information referred to in Article 172 of the General Law on Business Entities with respect to any subsidiary that represents at least 20% of our net worth (based on the financial statements most recently available).
Duration
Our corporate existence has been set at 100 years, expiring in 2098.
Shareholders’ Conflict of Interest
According to Mexican law, if any shareholder has a conflict of interest regarding a transaction, they must abstain from voting at the relevant shareholders’ meeting. If a shareholder decides to vote on such a transaction where their interest conflicts with ours, they may be held liable for damages in case the transaction would not have been approved without such shareholder’s vote.
Directors’ Conflict of Interest
When it comes to directors, under Mexican law, any director who has a conflict of interest in any transaction must inform the other directors about it and avoid voting on the said transaction. If a director breaches this obligation, they will be held liable to us for any resulting damages or losses. Additionally, according to our bylaws, certain conflicts of interest will disqualify a person from serving on our board of directors.
Our Mexican subsidiaries are parties to the airport concessions granted by the SICT, under which we are required to construct, operate, maintain, and develop the airports in exchange for certain benefits. See “Item 4, Information on the Company – Regulatory Framework – Sources of Mexican Regulation,” “Item 4, Information on the Company – Regulatory Framework – Mexican Airport Concessions – Scope of Concessions” and “Item 4, Information on the Company – Regulatory Framework – Mexican Airport Concessions – General Obligations of Concession Holders.”
MBJA and PACKAL are parties to airport concessions granted by the AAJ, under which MBJA and PACKAL are required to operate, maintain, and develop the Montego Bay and Kingston airports, respectively, in exchange for certain benefits. See “Item 4, Information on the Company – Regulatory Framework –Sources of Jamaican Regulation,” “Item 4, Information on the Company – Regulatory Framework – Jamaican Airport Concession Agreements.” See “Item 5, Recent Developments – Kingston Airport Concession."
We are a party to a participation agreement with AMP and the SICT, which establishes the framework for several other contracts to which we are a party. See “Item 7, Major Shareholders and Related Party Transactions – Related Party Transactions.”
We have entered a technical assistance ag0reement with AMP, providing management and consulting services. See “Item 7, Major Shareholders and Related Party Transactions – Related Party Transactions.”
TAXATION
The following is a summary of the material U.S. and Mexican federal income tax consequences of the purchase, ownership, and disposition of our Series B shares or ADSs by a beneficial holder that is a citizen or resident of the United States or a U.S. domestic corporation or that otherwise is subject to U.S. federal income tax on a net profit basis in respect of our Series B shares or ADSs, and that is a “non-Mexican holder” (as defined below), (a “U.S. holder”), but it does not purport to be a comprehensive description of all of the tax considerations that may be relevant to a decision to purchase, hold or dispose of our Series B shares or ADSs. In particular, the summary of U.S. tax considerations deals only with U.S. holders that hold our Series B shares or ADSs as capital assets and does not address the tax treatment of special classes of U.S. holders such as entities treated as a partnership for U.S. federal income tax purposes or a partner in such partnership, dealers in securities or currencies, U.S. holders whose functional currency is not the U.S. dollar, U.S. holders that own or are treated as owning 10% or more of our outstanding shares by vote or value, tax-exempt organizations, financial institutions, U.S. holders liable for the alternative minimum tax or net investment income tax, securities traders who elect to account for their investment in Series B shares or ADSs on a mark-to-market basis and investors holding Series B shares or ADSs in a hedging transaction or as part of a straddle, conversion or other integrated transaction for U.S. federal income tax purposes. The summary of Mexican tax considerations does not purport to be a comprehensive description of all the Mexican tax considerations that may be relevant to a decision to purchase, own or dispose of the Series B shares or ADSs and does not address all of the Mexican tax consequences that may be applicable to specific holders of the Series B shares or ADSs (including a holder that controls the Company, an investor that holds 10% or more of the Series B shares or ADSs by vote or value or holders that constitute a group of persons for purposes of Mexican law that controls the Company or that holds 10% or more of the Series B shares or ADSs by vote or value, or a holder that is a resident of Mexico or that is a corporation resident in a tax haven (as defined in the Mexican Income Tax Law). In addition, the summary does not address any U.S. or Mexican state or local tax considerations that may be relevant to a U.S. holder.
The summary is based upon the federal income tax laws of the United States of America (hereinafter “United States” or “U.S.”) and the United Mexican States (hereinafter “Mexico”) as in effect on the date of this annual report on Form 20-F, including the provisions of The Convention between the Government of the United States of America and the Government of the United Mexican States for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with Respect to Taxes on Income, together with related Protocols and Competent Authority Agreements (hereinafter “Tax Treaty”), all of which are subject to change, possibly with retroactive effect in the case of U.S. federal income tax law. Prospective investors in our Series B shares or ADSs should consult their own tax advisors as to the U.S., Mexican or other tax consequences of the purchase, ownership and disposition of the Series B shares or ADSs, including, in particular, the effect of any foreign, state or local tax laws and their entitlement to the benefits, if any, afforded by the Tax Treaty.
For purposes of this summary, the term “non-Mexican holder” shall mean a holder that is not a resident of Mexico for federal tax purposes and that does not hold Series B shares or ADSs or a beneficial interest therein in connection with the conduct of a trade or business through a permanent establishment or fixed base in Mexico.
For the purposes of Mexican taxation, the definition of residency is quite complex and can lead to various scenarios. Generally, an individual is a resident of Mexico if they have established their home within the country. Similarly, a corporation is deemed a resident if its place of effective management or center of interest is located in Mexico. An individual who maintains a home in both, Mexico and another country will be classified as a resident of Mexico if Mexico is determined to be their significant center of interest (e.g., based on the income obtained on each country). It is important to note that residency determinations must take into account the unique circumstances of each individual or legal entity. Furthermore, if a legal entity or an individual is deemed to have a permanent establishment in Mexico for tax purposes, all income attributable to that permanent establishment will be subject to Mexican income tax, in accordance with the relevant tax laws.
In general, for U.S. federal income tax purposes, holders of ADSs are treated as beneficial owners of the Series B shares represented by those ADSs. Accordingly, deposits and withdrawals of Series B shares by U.S. holders in exchange for ADSs will not result in the realization of gain or loss for U.S. federal income tax purposes.
Taxation of Dividends
Mexican Tax Considerations
Under the Mexican Income Tax Law, dividends paid to Mexican individuals or any foreign residents are subject to a 10% withholding tax if paid from earnings generated during and after 2014 but are not subject to Mexican withholding tax if paid from earnings generated before 2014. Non-Mexican holders may be subject to withholding tax at reduced rates if they are eligible for benefits under an applicable tax treaty with Mexico.
There is a tax incentive for Mexican individuals to claim a credit for dividends generated in 2014, 2015 and 2016 that are reinvested in our Company. This credit applies as follows: (i) if the dividends are paid in 2017, a net 9% tax would be withheld (comprising the 10% withholding tax less a 1% credit), such that 10% of the 10% withholding tax would be credited under the incentive; (ii) if the dividends are paid in 2018, a net 8% tax would be withheld (comprising the 10% withholding tax less a 2% credit), such that 20% of the 10% withholding tax would be credited under the incentive; or (iii) if the dividends are paid in 2019 or thereafter, a net 5% tax would be withheld (comprising the 10% withholding tax less a 5% credit), such that 50% of the 10% withholding tax would be credited under the incentive. This tax incentive should not be considered as a taxable for Mexican tax purposes.
U.S. Federal Income Tax Considerations
The gross amount of any distributions paid with respect to the Series B shares or ADSs, to the extent paid out of our current or accumulated earnings and profits, as determined for U.S. federal income tax purposes, generally are includible in the gross income of a U.S. holder as ordinary income on the date on which the distributions are received by the depositary and are not eligible for the dividends received deduction allowed to certain corporations under the U.S. Internal Revenue Code of 1986, as amended (the “Code”). To the extent that a distribution exceeds our current and accumulated earnings and profits, it is treated as a non-taxable return of basis to the extent thereof, and thereafter as capital gain from the sale of Series B shares or ADSs. We do not expect to maintain calculations of our earnings and profits in accordance with U.S. federal income tax principles. U.S. Holders therefore should expect that distributions generally will be treated as dividends for U.S. federal income tax purposes. Distributions, which are made in pesos, are includible in the income of a U.S. holder in a U.S. dollar amount calculated by reference to the exchange rate in effect on the date they are received by the U.S. holder in the case of Series B shares or by the depositary in the case of ADSs, whether or not they are converted into U.S. dollars on the date of receipt. If such distributions are converted into U.S. dollars on the date of receipt, a U.S. holder generally should not be required to recognize foreign currency gain or loss in respect of the distributions. Any gain or loss on a subsequent conversion or other disposition of the pesos generally will be treated as ordinary income or loss to such U.S. holder and generally will be income or loss from sources within the United States for U.S. foreign tax credit purposes.
The U.S. dollar amount of dividends received by certain non-corporate U.S. holders with respect to the Series B shares or ADSs will be subject to taxation at preferential rates if the dividends are “qualified dividends.” Subject to certain exceptions for short-term and hedged positions, dividends will be treated as qualified dividends if: (i) we are eligible for the benefits of a comprehensive income tax treaty with the United States that the Internal Revenue Service (“IRS”) has approved for the purpose of the qualified dividend rules; and (ii) we were not, in the year prior to the year in which the dividend was paid, and are not, in the year in which the dividend is paid, a passive foreign investment company (“PFIC”). The Tax Treaty has been approved for the purposes of the qualified dividend rule. In addition, based on our audited consolidated financial statements and relevant market and shareholder data, we believe that we were not treated as a PFIC for U.S. federal income tax purposes with respect to our 2025 taxable year. Based on our audited consolidated financial statements and our current expectations regarding the value and nature of our assets, the sources and nature of our income, and relevant market and shareholder data, we do not anticipate becoming a PFIC for our 2026 taxable year. Holders should consult their own tax advisors regarding the availability of the reduced dividend tax rate in light of their own particular circumstances.
Subject to generally applicable limitations and conditions, Mexican dividend withholding tax paid at the appropriate rate applicable to the U.S. holder may be eligible for a credit against such U.S. holder’s U.S. federal income tax liability. These generally applicable limitations and conditions include requirements adopted by the IRS in regulations promulgated in December 2021 and any Mexican tax will need to satisfy these requirements in order to be eligible to be a creditable tax for a U.S. holder. In the case of a U.S. holder that either (i) is eligible for, and property elects, the benefits of the Tax Treaty, or (ii) consistently elects to apply a modified version of these rules under temporary guidance and complies with specific requirements set forth in such guidance the Mexican tax on dividends will be treated as meeting the requirements and therefore as a creditable tax. In the case of all other U.S. holders, the application of these requirements to the Mexican tax on dividends is uncertain and we have not determined whether these requirements have been met. If the Mexican tax on dividends is not a creditable tax for a U.S. holder or the U.S. holder does not elect to claim a foreign tax credit for any foreign income taxes paid or accrued in the same taxable year,
the U.S. holder may be able to deduct the Mexican tax in computing such U.S. holder’s taxable income for U.S. federal income tax purposes. Dividend distributions will constitute income from sources without the United States and, for U.S. holders that elect to claim foreign tax credits, generally will constitute “passive category income” for foreign tax credit purposes. The availability and calculation of foreign tax credits and deductions for foreign taxes depend on a U.S. holder’s particular circumstances and involve the application of complex rules to those circumstances. The temporary guidance discussed above also indicates that the Treasury and the IRS are considering proposing amendments to the December 2021 regulations and that the temporary guidance can be relied upon until additional guidance is issued that withdraws or modifies the temporary guidance. U.S. holders should consult their own tax advisors regarding the application of these rules to their particular situations.
Taxation of Dispositions of Shares or ADSs
Mexican Tax Considerations
Subject to applicable tax treaties, any gain on the sale of our shares by any holder is subject to a 10% withholding tax in Mexico on the net gain from the sale if the transaction is carried out through the Mexican Stock Exchange. These taxes are paid through withholdings made by the financial intermediary. However, these withholdings will not be applicable to a non-resident holder that demonstrates (before the relevant financial intermediary) residence in a country with which Mexico holds a tax treaty to avoid double taxation. The non-resident holder must provide the financial intermediary with a signed document stating that the non-resident holder is a foreign resident and that their country of residence has a tax treaty to avoid double taxation with Mexico and provide their Tax ID.
In accordance with current Mexican tax law, any gain on the sale or transfer of ADSs through a securities market recognized by the Mexican Tax Code (Código Fiscal de la Federación), including the NYSE, by any non-resident holder who resides in a country with which Mexico holds a tax treaty is exempt from income tax payment in Mexico. However, current Mexican tax law is not clear with respect to the treatment of sales of ADSs by non-resident holders who also do not reside in a country with which Mexico has a tax treaty.
The sale or transfer of shares not in the form of ADSs outside of the Mexican Stock Exchange will give rise to a 25% Mexican withholding tax on the gross proceeds realized from the transaction. Subject to certain exceptions, a non-Mexican holder may elect to pay taxes on the gains realized from the sale of shares on a net basis at a rate of 35.0%.
U.S. Federal Income Tax Considerations
Upon the sale or other disposition of the Series B shares or ADSs, a U.S. holder will generally recognize gain or loss in an amount equal to the difference between the amount realized and such U.S. holder’s tax basis in the Series B shares or ADSs (in U.S. dollars). Such gain or loss will generally be capital gain or loss. Gain or loss recognized by a U.S. holder on such sale or other disposition generally is treated as long-term capital gain or loss if, at the time of the sale or other disposition, the Series B shares or ADSs had been held for more than one year. Long-term capital gain recognized by a non-corporate U.S. holder is taxable at reduced rates. The deduction of a capital loss is subject to limitations. A U.S. holder that receives non-U.S. currency from a sale or other disposition of the Series B shares or ADSs generally will recognize an amount equal to the U.S. dollar value of such non-U.S. currency on the date the Series B shares or ADSs are disposed of. A cash basis or electing an accrual basis taxpayer will determine the U.S. dollar value of the amount realized by translating such amount at the spot rate on the settlement date of the sale. If an accrual basis U.S. holder makes the election described above, it must be applied consistently from year to year and cannot be revoked without the consent of the IRS. A U.S. holder will have a tax basis in any non-U.S. currency received in respect of the sale or other disposition of its Series B shares or ADSs equal to its U.S. dollar value calculated at the exchange rate in effect on the date of such sale or other disposition (or in the case of a cash basis or electing accrual basis taxpayer the exchange rate in effect on the date of the receipt).
A U.S. holder generally will not be entitled to credit any Mexican tax imposed on the sale or other disposition of the series B shares or ADSs against such U.S. holder’s federal income tax liability, except in the case of a U.S. holder that consistently elects to apply a modified version of the U.S. foreign tax credit rules that is permitted under the temporary guidance discussed above and complies with the specific requirements set forth in such guidance. Additionally, capital gain or loss recognized by a U.S. holder on the sale or other disposition of the Series B shares or ADSs generally will be U.S. source gain or loss for U.S. foreign tax credit purposes. Consequently, even if the Mexican tax qualifies as a creditable tax, a U.S. holder may not be able to credit the tax against its U.S. federal income tax liability unless such credit can be applied (subject to generally applicable conditions and limitations) against tax due on other income treated as derived from foreign sources. If the Mexican tax is not a creditable tax, the tax would reduce the amount realized on the sale or disposition of the Series B shares or ADSs even if the U.S. holder has elected to claim a foreign tax credit for other taxes in the same year. The temporary guidance discussed above also indicates that the Treasury and the IRS are considering proposed amendments to the December 2021 regulations and that the temporary guidance can be relied upon until additional guidance is issued that withdraws or modifies the temporary guidance. U.S. holders should consult their own tax advisors regarding the application of the foreign tax credit rules to a sale or other disposition of the Series B shares or ADSs and any Mexican tax imposed on such sale or disposition.
Other Taxes
Other Mexican Taxes
There are no Mexican inheritance, gift, succession or value-added taxes applicable to the ownership, transfer or disposition of the Series B shares or ADSs by non-Mexican holders; provided, however, that gratuitous transfers of Series B shares or ADSs may in certain circumstances cause a Mexican federal tax to be imposed upon the recipient. There are no Mexican stamp, issue, registration or similar taxes or duties payable by non-Mexican holders of Series B shares or ADSs.
U.S. Backup Withholding Tax and Information Reporting Requirements
Dividends paid on, and proceeds from the sale or other disposition of Series B shares or ADSs to a U.S. holder generally may be subject to the information reporting requirements of the Code and may be subject to backup withholding unless the U.S. holder provides an accurate taxpayer identification number and makes any other required certification or otherwise establishes an exemption. Backup withholding is not an additional tax. The amount of any backup withholding from a payment to a U.S. holder will be allowed as a refund or credit against the U.S. holder’s U.S. federal income tax liability, provided the required information is furnished to the IRS in a timely manner.
U.S. Foreign Financial Asset Reporting
Certain U.S. holders that own “specified foreign financial assets” with an aggregate value in excess of U.S$50,000 on the last day of the taxable year or U.S.$75,000 at any time during the taxable year are generally required to file an information statement along with their tax returns, currently on IRS Form 8938, with respect to such assets. “Specified foreign financial assets” include any financial accounts held at a non-U.S. financial institution, as well as securities issued by a non-U.S. issuer that are not held in accounts maintained by financial institutions. The understatement of income attributable to “specified foreign financial assets” in excess of U.S.$5,000 extends the statute of limitations with respect to the tax return to six years after the return was filed. U.S. holders who fail to report the required information could be subject to substantial penalties. Prospective investors are encouraged to consult with their own tax advisors regarding the possible application of these rules, including the application of the rules to their particular circumstances.
We file reports, including annual reports on Form 20-F, and other information electronically with the SEC according to the rules and regulations applicable to foreign private issuers. Materials filed with the SEC are available to the public over the Internet at the SEC’s website at http://www.sec.gov/ and our website at https://www.aeropuertosgap.com.mx/en/financial-information.html. This URL is provided solely as an inactive textual reference and is not intended to be an active hyperlink to our website. The information contained on our website, or that may be accessed through a hyperlink resulting from this URL, is not incorporated into, and shall not be deemed to be part of, this annual report.
Item 11. Quantitative and Qualitative Disclosures About Market Risk
Market Risk
See Note 4 to our audited consolidated financial statements for additional disclosures regarding market risk.
Foreign Currency Exchange Rate Risk
Our primary foreign exchange exposure relates to fluctuations in the value of the Mexican peso relative to the U.S. dollar. Historically, a significant portion of the revenues generated by our Mexican airports (primarily passenger charges for international passengers) has been denominated in, or linked to, the U.S. dollar but collected in pesos based on the average exchange rate from the prior month.
In 2023, 2024, and 2025, passenger charges for international passengers accounted for approximately 24.9%, 25.3%, and 24.3% of our total revenues. In those same years, these international passenger charges represented 32.5%, 31.8%, and 30.9% of our combined aeronautical and non-aeronautical revenues.
A depreciation of the peso against the U.S. dollar, particularly toward the end of the year, could cause us to exceed the maximum rates applicable at one or more of our Mexican airports. If this occurs, we may need to grant discounts on passenger charges or to airlines. Conversely, if the peso appreciates against the U.S. dollar, we might underestimate the specific tariffs applicable to regulated services, limiting our ability to adjust prices upwards to maximize regulated revenues.
In 2025, approximately 19.4% of our aeronautical and non-aeronautical revenues were denominated in U.S. dollars. We estimate that approximately 23.8% of our consolidated costs and expenses were also denominated in U.S. dollars. If the peso had depreciated by 10% annually against the U.S. dollar as of December 31, 2025, our revenues would have increased by approximately Ps.516.3 million, and our costs and expenses would have increased by approximately Ps.328.1 million.
As of December 31, 2023, 2024, and 2025, 81.3%, 37.0%, and 30.4% of our cash and marketable securities were denominated in U.S. dollars, respectively. As of those same dates, 13.1%, 12.9%, and 9.8% of our debt was denominated in U.S. dollars. Any future depreciation in of the peso compared to the U.S. dollar would increase the cost, in pesos, of servicing this debt.
As of December 31, 2023, 2024, and 2025, we did not have any outstanding forward foreign exchange contracts.
Interest Rate Risk
Historically, we have financed most of our capital expenditures through bank loans. In recent years, we shifted to funding a significant portion of our capital investments through debt issuances on the Mexican capital markets, a strategy we expect to continue subject to market conditions. We expect to continue to do so, subject to market conditions. See “Item 5, Operating and Financial Review and Prospects – Liquidity and Capital Resources – Indebtedness,” for more information.
As of December 31, 2025, we had Ps.26.4 billion in variable-rate debt outstanding. In the past, we have entered into interest rate swaps covering Ps.3.0 billion to mitigate the risk associated with increases in variable interest rates applicable to our GAP 20 long-term debt securities and MBJA’s loan with Bank of Nova Scotia concluded with the maturity and paid of the debt securities in February 2025 and September 2025. As of December 31, 2025, our fixed-rate debt amounted to Ps.26.6 billion, out of a total debt of Ps.53.0 billion; consequently, 50.2% of our total debt was fixed after considering these swaps.
On March 2, 2020, we entered into a contract with Scotiabank for a derivative financial transaction involving an interest rate swap. This was done to mitigate the risk associated with the tranche of the GAP 20 long-term debt securities. The contract amount is Ps.3.0 billion, and with a fixed interest rate of 6.332% payable at the maturity of the long-term debt securities, which were settled on February 6, 2025.
On March 1, 2022, we entered into a contract with Scotiabank for a derivative financial transaction involving an interest rate swap. This actions was taken to hedge the risk of rising SOFR-1 month rates for two loans that MBJA has in USD for a total of U.S.$42.0 million. Specifically, U.S.$12.0 million, which accrues an interest rate SOFR-1 month plus 3.10%, is swapped for 1.59% until the loan expires. Additionally, U.S.$30.0 million, which accrues an interest rate SOFR-1 month plus 2.85%, is swapped for 1.785% until the loan expires.
Changes in fair value are recognized temporarily through other comprehensive income within equity and profit and loss as hedging reserve and are recycled to financial expenses as the interest of the debt securities is recognized.
During 2023, we paid (i) Ps.2,281.2 million of interest expense under variable interest rate loans, with an average TIIE-28 rate of 11.42% plus a contractual fixed spread and an average SOFR of 5.19%, plus a contractual fixed spread and (ii) Ps.1,380.8 million of interest expense under fixed-rate loans. Based upon a 100 basis points increase in the TIIE-28 and the SOFR as of December 31, 2023, our interest expense would have increased by Ps.300.1 million.
During 2024, we paid (i) Ps.2,566.5 million of interest expense under variable interest rate loans, with an average TIIE-28 rate of 11.03% plus a contractual fixed spread and an average SOFR of 5.16%, plus a contractual fixed spread and (ii) Ps.1,610.7 million of interest expense under fixed-rate loans. Based upon a 100 basis points increase in the TIIE-28 and the SOFR as of December 31, 2024, our interest expense would have increased by Ps.326.3 million.
During 2025, we paid (i) Ps.2,329.4 million of interest expense under variable interest rate loans, with an average TIIE-28 rate of 8.3% plus a contractual fixed spread and an average SOFR of 4.20%, plus a contractual fixed spread and (ii) Ps.2,596.0 million of interest expense under fixed-rate loans. Based upon a 100 basis points increase in the TIIE funding and the SOFR as of December 31, 2025, our interest expense would have increased by Ps.282.6 million.
Because both our U.S. dollar loans and our peso bond debt have variable interest rates, an increase without interest rate hedges would reduce our cash flows. To reduce our exposure, we have contracted interest rate hedges with Scotiabank. The financial instruments with Scotiabank to cover the GAP 19 and GAP 20 long-term debt securities were entered into for speculative purposes and were formally designated. Therefore, these instruments qualified as hedging instruments for accounting purposes, and as a result, changes in their fair value are recognized in other comprehensive income and profit or loss in the cash flow hedge reserve in 2023 and 2024.As of December 2025, there are no outstanding financial instruments.
In 2023 and 2024, we recognized Ps.60.7 million and Ps.4.6 million, respectively, in the reserve for the gain on cash flow hedges. As of December 31, 2025, no gain or loss was recognized.
On February 27, 2019, we entered into a hedge of the variable interest rate generated by the debt securities issued in March 2019. These debt securities were issued at a 28-day TIIE variable rate plus 45 basis points, so a swap was contracted to convert it to a fixed rate of 8.03%. As of December 31, 2024, we recognized Ps.23.7 million as finance income as a result of the application of the hedge because the fixed rate contracted in the swap was lower than the TIIE, and it concluded with the repayment of the principal on March 22, 2024.
On March 2, 2020, we entered into a hedge of the variable interest rate generated by the debt securities issued in February 2020. These debt securities were issued at a 28-day TIIE variable rate plus 17 basis points, so a swap was contracted to convert it to a fixed rate of 6.332%. As of December 31, 2025, we recognized Ps.12.7 million as finance income as a result of the application of the hedge because the fixed rate contracted in the swap was lower than the TIIE, which ended on February 6, 2025, with the maturity and payment of the certificates..
On March 1, 2022, we contracted Scotiabank for a derivative financial transaction by exchange of interest rates (swaps) in order to hedge the risk of increasing the SOFR-1 month, of the two loans that MBJA has in USD for a total of U.S.$42.0 million. U.S.$12.0 million that accrues an interest rate SOFR-1 month plus 3.10% is swapped for 1.59%, until the expiration of the loan and the U.S.$30.0 million that accrues an interest rate SOFR-1 month plus 2.85% is swapped for 1.785%, until the expiration of the loan. Changes in fair value will be recognized temporarily through other comprehensive income within equity and profit and loss as hedging reserve and are recycled to financial expenses as the interest of the loans are recognized, the derivative is only for SOFR-1 month. As of December 31, 2022, we recognized U.S.$0.2 million as finance cost as a result of the application of the hedge because the fixed rate contracted in the swap was higher than SOFR-1 month. As of December 31, 2023, and 2024, we recognized U.S.$0.1 million and U.S.$0.1 million, respectively as finance income as a result of the application of the hedge because the fixed rate contracted in the swap was lower than SOFR-1 month.
The Bank of New York Mellon serves as the depositary for our ADSs. ADS holders are required to pay various fees to the depositary. The following is a summary of the fees payable by holders of our ADRs. For more complete information regarding ADRs, you should read the entire deposit agreement and the form of ADR.
Service
Fee or Charge Amount
Payee
Execution and delivery of ADRs
U.S.$5.00 (or less) per 100 ADSs (or portion of 100 ADSs)
Bank of New York Mellon
Surrender of ADRs
U.S.$5.00 (or less) per 100 ADSs (or portion of 100 ADSs)
Bank of New York Mellon
Any cash distribution to ADR registered holders
U.S.$0.02 (or less) per ADS
Bank of New York Mellon
Distribution of securities distributed to holders of deposited securities which are distributed by the depositary to ADR registered holders
A fee equivalent to the fee that would be payable if securities distributed to you had been shares and the shares had been deposited for issuance of ADSs
Bank of New York Mellon
Registration of transfers of shares on our share register to or from the name of the depositary or its agent when you deposit or withdraw shares
Registration or transfer fees
Bank of New York Mellon
Cable, telex and facsimile transmissions (as expressly provided in the deposit agreement)
Expenses of the depositary
Bank of New York Mellon
Converting foreign currency to U.S. dollars
Expenses of the depositary
Bank of New York Mellon
Taxes and other governmental charges the Bank of New York Mellon or the custodian has to pay on any ADR or share underlying an ADR, for example, stock transfer taxes, stamp duty or withholding taxes
As necessary
Bank of New York Mellon
Other fees, as necessary
Any charges incurred by Bank of New York Mellon or its agents for servicing the deposited securities
Bank of New York Mellon
The depositary of our ADSs, The Bank of New York Mellon, collects its fees directly from investors depositing shares or surrendering ADSs for withdrawal, or from intermediaries acting on their behalf, by deducting the applicable fees from amounts distributed or by selling a portion of the distributable property to cover such fees. For example, the depositary may deduct fees from cash distributions, bill investors directly, or charge the book-entry system accounts of participants acting on their behalf. The depositary may generally refuse to provide fee-attracting services until the corresponding fees have been paid.
Reimbursements by the Depositary
The Bank of New York Mellon, as depositary of our ADSs, pays us an agreed amount, which includes expenses related to the administration and maintenance of the ADS facility, including, but not limited to, investor relations expenses, the annual NYSE listing fees (as invoiced in the reimbursement request submitted to the depositary), or other program-related expenses. Although there are limits on the expenses the depositary will reimburse, the amount available to us is not necessarily tied to the fees collected by the depositary from investors. In 2023 and 2024, we received no reimbursements from the depositary for expenses corresponding to 2022 and 2023, respectively. In 2025, we received reimbursements from the depositary for expenses corresponding to 2024, for a total amount of Ps.104.7 thousand.
Item 13. Defaults, Dividend Arrearages and Delinquencies
Not applicable.
Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds
Not applicable.
Item 15. Controls and Procedures
a)
Disclosure Controls and Procedures
Our management, including our Chief Executive Officer and our Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of December 31, 2025. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, our disclosure controls and procedures were effective as of December 31, 2025.
b)
Management’s Annual Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with international financial reporting standards. Our internal control over financial reporting includes those policies and procedures that:
(1)
Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;
(2)
Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with international financial reporting standards, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and
(3)
Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with policies and procedures may deteriorate. Under the supervision of our Chief Executive Officer and Chief Financial Officer, our management assessed the design and effectiveness of our internal control over financial reporting as of December 31, 2025. In making its assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission, or COSO, in Internal Control — Integrated Framework (2013).
Based on our assessment and those criteria, our management has concluded that our Company maintained effective internal control over financial reporting as of December 31, 2025.
Our independent registered public accounting firm that audited the financial statements included in this filing has issued an attestation report on the effectiveness of our internal control over financial reporting.
c)
Changes in Internal Control Over Financial Reporting
There has been no change in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) that occurred during the year ended December 31, 2025 that has materially affected, or is reasonably likely to materially affect, the Company’s internal controls over financial reporting.
Report of Independent Registered Public Accounting Firm on Internal Controls
Opinion on Internal Control Over Financial Reporting
We have audited Grupo Aeroportuario del Pacífico, S.A.B. de C.V. and subsidiaries’ (the Company) internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated statements of financial position of the Company as of December 31, 2025, 2024 and 2023 and the related consolidated statements of profit or loss and other comprehensive income, changes in stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2025, and the related notes (collectively, the consolidated financial statements), and our report dated April 17, 2026 expressed an unqualified opinion on those consolidated financial statements.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Carlos Cárdenas Guzmán, an independent director under NYSE listing standards, has served on our board of directors and our Audit Committee since 2011. We believe he is qualified to serve as our “audit committee financial expert,” as defined in Item 16A of Form 20-F under the Securities and Exchange Act of 1934. Our board of directors appointed Mr. Cárdenas as both the President of the Audit Committee its designated financial expert. For a discussion of Mr. Cárdenas’s qualifications, see “Item 6, Directors, Senior Management and Employees – Directors.”
Item 16B. Code of Ethics
We have adopted a code of ethics, as defined in Item 16B of Form 20-F under the Securities Exchange Act of 1934, as amended. Our code of ethics applies to our chief executive officer, chief financial officer, and personnel performing similar functions, as well as to our other officers and employees. The code of ethics is filed as an exhibit to this annual report on Form 20-F and is available on our website at www.aeropuertosgap.com.mx. If we amend any provision of the code of ethics that applies to our chief executive officer, chief financial officer, or persons performing similar functions, or if we grant a waiver of any such provision, we will disclose the amendment or waiver on our website at the same address. Information available on our website, except for the portions specifically incorporated by reference into this annual report on Form 20-F, does not form part of this report.
Item 16C. Principal Accountant Fees and Services
Audit and Non-Audit Fees
The following table sets forth the fees billed to us by our independent auditors, KPMG Cárdenas Dosal S.C., for the fiscal years ended December 31, 2023, 2024, and 2025:
Year ended December 31,
2023
2024
2025
(thousands of pesos)
Audit fees
Ps.
15,892
Ps.
17,948
Ps.
21,336
Other fees
2,186
3,574
6,683
Total fees
Ps.
18,078
Ps.
21,522
Ps.
28,019
Audit fees in the table above represent the aggregate amounts billed by our independent auditors in connection with the audit of our annual consolidated financial statements, services related to the Sarbanes-Oxley Act of 2002, services associated with the issuance of debt securities, the audit of the financial statements of certain subsidiaries, and other statutory audit reports.
We did not engage our independent auditors for tax compliance, tax advice or tax planning services in the fiscal years ended December 31, 2023, 2024, and 2025.
Other fees in the table above represent amounts billed by our independent auditors for transfer pricing services and other services contracts.
Audit Committee Pre-Approval Policies and Procedures
Our audit committee has not adopted formal pre-approval policies or procedures for the engagement of our independent auditors. Instead, the audit committee expressly approves, on a case-by-case basis, any engagement of our independent auditors for audit and non-audit services provided to us or to our subsidiaries.
Item 16D. Exemptions from the Listing Standards for Audit Committees
Not applicable.
Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers
Item 16F. Change in Registrant’s Certifying Accountant
Not applicable.
Item 16G. Corporate Governance
Pursuant to Section 303A.11 of the Listed Company Manual of the NYSE, we are required to provide a summary of the significant ways in which our corporate governance practices differ from those required for U.S. companies under the NYSE listing standards. We are a Mexican corporation with shares listed on the Mexican Stock Exchange. Accordingly, our corporate governance practices are governed by our bylaws, the Mexican Securities Market Law, and the regulations issued by the Mexican National Banking and Securities Commission (Comisión Nacional Bancaria y de Valores). We also generally comply, on a voluntary basis, with the Mexican Code of Best Corporate Practices (Código de Mejores Prácticas Corporativas), which was introduced in January 2001 by a group of Mexican business leaders and endorsed by the Mexican Banking and Securities Commission. Each year, we file a report with the Mexican Banking and Securities Commission and the Mexican Stock Exchange regarding our level of compliance with this code.
The table below discloses the significant differences between our corporate governance practices and those required under NYSE standards:
NYSE Corporate Governance Rule for U.S. Domestic Issuers
Our Corporate Governance Practices
Director Independence.
§303A.01 specifies that listed companies must have a majority of independent directors.
To qualify as independent, a director must satisfy the criteria set forth in §303A.02. In particular, a director is not independent if such director is:
(i) not a person who the board affirmatively determines has no material direct or indirect relationship with the company, its parent or a consolidated subsidiary;
(ii) an employee, or an immediate family member of an executive officer, of the company, its parent or a consolidated subsidiary, other than employment as interim chair or CEO;
(iii) a person who receives, or whose immediate family member receives, more than $120,000 during any twelve-month period within the last three years in direct compensation from the company, its parent or a consolidated subsidiary, other than director and committee fees or deferred compensation for prior services only (and other than compensation for service as interim chair or CEO or received by an immediate family member for service as a non-executive employee);
(iv) a person who is affiliated with or employed, or whose immediate family member is affiliated with or employed in a professional capacity, by a present or former internal or external auditor of the company, its parent or a consolidated subsidiary, within the last three years;
(v) an executive officer, or an immediate family member of an executive officer, of another company whose compensation committee’s membership includes an executive officer of the listed company, its parent or a consolidated subsidiary; or
(vi) an executive officer or employee of a company, or an immediate family member of an executive officer of a company, that makes payments to, or receives payments from, the listed company, its parent or a consolidated subsidiary for property or services in an amount which, in any single fiscal year, exceeds the greater of $1 million or 2% of such other company’s consolidated gross revenues (charities are not included, but any such payments must be disclosed in the company’s proxy (or, if no proxy is prepared, its Form 10-K / annual report)).
Pursuant to the Securities Market Law and Article 15 of our bylaws, at least 25% of the members of our board of directors must be independent. Determinations regarding independence must be made by our shareholders applying the provisions of the Securities Market Law and our bylaws (which incorporate Section 10A-3 of the Exchange Act).
The determination of independence under the Securities Market Law differs in certain respect from the provisions of §303A.02. Under Article 26 of the Securities Market Law, a director is not independent if such director is:
(i) an employee or officer of the company or of another company that is a member of the same corporate group (consorcio o grupo empresarial ) as the company (or a person who has been so within the prior year);
(ii) a person that, without being an employee or officer of the company, has influence or authority over the company or its officers, or over another company that is a member of the same corporate group as the company;
(iii) an important client, supplier, debtor or creditor (or a partner, director or employee thereof). A client or supplier is considered important if its sales to or purchases from the company represent more than 10% of its total sales or purchases within the prior year. A debtor or creditor is considered important if the aggregate amount of the relevant loan represents more than 15% of its or the company’s aggregate assets;
(iv) a shareholder that is a part of the control group of the company; or
(v) a family member, spouse or concubine of any of the persons mentioned in (i) through (iv) above.
Currently, our board of directors consists of eleven directors. Six of such directors qualify as independent in accordance with the Securities Market Law and our bylaws, and one director has been designated by a holder of 10% of our capital stock in the form of Series B shares in accordance with our bylaws.
§303A.03 specifies that non-management directors must meet at regularly scheduled executive sessions without management. Independent directors should meet alone in an executive session at least once a year.
Mexican law, our bylaws and the Mexican Code of Best Corporate Practices, which we adhere to, do not provide for non-management executive sessions. None of our managers are members of either our board of directors or our other committees, except that our chief executive officer is the chair of our Operating Committee, as provided for in Article 27 of our bylaws.
Committees for Director Nominations and Compensation and for Corporate Governance.
§303A.04 (a) specifies that listed companies must have a nominating/corporate governance committee composed entirely of independent directors.
§303A.05 (a) specifies that listed companies must have a compensation committee composed entirely of independent directors.
We have a “Nominations and Compensation Committee.” We also have an Audit Committee, which, pursuant to Article 31 of our bylaws, has been assigned certain corporate governance (prácticas societarias) oversight obligations mandated by the Securities Market Law. Under Mexican corporate law, a corporation’s “board committees,” except for audit and corporate governance committees need not be composed only of members of the corporation’s board of directors. Article 28 of our bylaws provides that at least a majority of the members of our Nominations and Compensation Committee must be members of our board of directors. No express independence requirements apply to this committee. Currently, the committee consists of 2 members, both of whom are members of our board of directors, and one of whom is independent as defined under the Securities Market Law and Section 10A-3 of the Exchange Act.
Audit Committee.
§303A.06 specifies that listed companies must have an audit committee that satisfies the requirements of Rule 10A-3 under the Exchange Act.
§303A.07 specifies other requirements for audit committees, including a minimum of three members who satisfy the independence requirements of Section 303A.02.
Foreign private issuers, such as us, are subject to §303A.06 and thus must comply with Rule 10A-3. We are in compliance with Rule 10A-3 and, as such, our Audit Committee consists entirely of members of our board of directors who meet the independence requirements prescribed in that rule. (The Securities Market Law likewise contains a requirement that our Audit Committee be entirely independent.)
We are not subject to §303A.07. As such, our Audit Committee charter (contained in Article 32 of our bylaws) does not make provision for every one of the specific duties required by §303A.07.
See above for a description of the composition of our Audit Committee.
Corporate Governance Guidelines.
§303A.09 specifies that listed companies must adopt and disclose corporate governance guidelines.
Mexican law does not require us to disclose corporate governance guidelines, and we have not done so. However, pursuant to the Securities Market Law, we have adopted board guidelines covering corporate governance matters such as the use of corporate assets, certain transactions with related parties (including loans to officers), repurchases of shares, communications with shareholders, managers and directors, and other matters.
Code of Ethics.
§303A.10 specifies that corporate governance guidelines and a code of business conduct and ethics is required, with disclosure of any waiver for directors or executive officers.
We have adopted a code of ethics, which has been accepted by all of our directors and executive officers and other personnel. A copy
of our code of ethics is available on our website: www.aeropuertosgap.com.mx.
Equity Compensation Plans.
§303A.08 & 312.03 specify that equity compensation plans require shareholder approval, subject to limited exemptions.
No equity-compensation plans have been approved by our shareholders. Shareholders’ approval is not expressly required under our bylaws for the adoption and amendment of an equity-compensation plan.
Shareholder Approval for Issuance of Securities.
§§312.03(b)-(d) specify that issuances of securities (1) that will result in a change of control of the issuer, (2) that are to a related party or someone closely related to a related party, (3) that have voting power equal to at least 20% of the outstanding common stock voting power before such issuance or (4) that will increase the number of shares of common stock by at least 20% of the number of outstanding shares before such issuance require shareholder approval.
Mexican law and our bylaws require us to obtain shareholder approval of the issuance of new equity securities.
Conflicts of Interest.
§314.00 specifies that the determination of how to review and oversee related party transactions is left to the listed company. The audit committee or comparable body, however, could be considered the forum for such review and oversight.
§312.03(b) specifies that certain issuances of common stock to a related party require shareholder approval.
Pursuant to Mexican law, our bylaws and applicable internal guidelines, provided that the corporate practices committee of our board of directors has opined favorably, our board of directors must vote on whether or not to grant approval of certain transactions with a related party that (i) are outside the ordinary course of our business; or (ii) are at non-market prices. A director with an interest in the transaction is not permitted to vote on its approval.
Solicitation of Proxies.
§§402.01 & 402.04 specifies that the solicitation of proxies and provision of proxy materials is required for all meetings of shareholders. Copies of such proxy solicitations are to be provided to NYSE.
We are not required to distribute proxy materials to, or solicit the return of proxies from, our shareholders. In accordance with Mexican law and our bylaws, we inform shareholders of all meetings by public notice, which states the requirements for admission to the meeting and provides a mechanism by which shareholders can vote through a representative using a power of attorney. Under the new Mexican Securities Market Law, we have to make power of attorney forms available to shareholders at their request. Under the deposit agreements relating to our ADSs, holders of our ADSs receive notices of shareholders’ meetings and, where applicable, instructions on how to vote at the shareholders’ meeting through the depositary.
(1)
Reference to sections are references to sections of the NYSE Listed Company Manual. Pursuant to Section 303A.00, foreign private issuers, such as us, are exempt from the corporate governance standards of the exchange, with certain exceptions.
Item 16H. Mine Safety Disclosure
Not applicable.
Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
We have adopted an insider trading policy and procedures governing the purchase, sale, and other dispositions of our securities by directors, senior management and employees. These policies are reasonably designed to promote compliance with applicable insider trading laws, rules, and regulations, as well as the listing standards applicable to us. See Exhibit 11.2 - Guidelines Regarding Securities Transactions and Control of Confidential Information.
Item 16K. Cybersecurity
Risk Management and Strategy
We have implemented a comprehensive process to assess, identify, and manage material risks arising from cybersecurity threats, encompassing both the disruption of business operations and the security of financial reporting systems.
Our cybersecurity risk management practices entail the development, implementation, and continuous improvement of policies and procedures aimed at safeguarding information and ensuring the availability of critical data and systems.
The cybersecurity program is underpinned by advanced security technologies supported by a team of experienced and trained experts with deep knowledge of best practices in this field. This program is designed with controls aimed at identifying, protecting, detecting, responding to, and recovering from information and cybersecurity incidents.
As part of our continuous evolution in cybersecurity, we have integrated artificial intelligence (AI) and machine learning (ML) into our protection solutions, enhancing our ability to detect and respond to cyber threats in real time.Additionally, we continue to carry out the design, deployment, and progressive implementation activities of a Zero Trust Network Access (ZTNA) architecture, reinforcing our approach to securing network access through a model based on continuous verification.
Our Company has a comprehensive framework for cybersecurity and information security, structured into four domains: Governance, Surveillance, Resilience, and Protection. This framework includes risk assessment and mitigation through a threat intelligence-based approach, application controls, and enhanced security against ransomware. We rely on recognized standards such as the International Organization for Standardization (ISO) 27001:2022, which we have adopted as part of our cybersecurity strategy, initiating the path towards the certification of our cybersecurity incident response management process. Furthermore, we have successfully achieved PCI DSS v4.0.1 certification for card-present transactions (TPV use scope), ensuring compliance with the highest security standards in payment processing.
To protect and monitor our technological environment, we utilize a combination of policies, software, training programs, and hardware solutions. This includes firewalls, unified threat management, intrusion prevention and detection systems, vulnerability and penetration testing, identity management systems, privileged account management systems, anti-malware systems, and cybersecurity risk management systems, among others.
Cybersecurity risk management falls under the responsibility of the cybersecurity and information security team, supervised by our Director of Sustainability, Quality, Innovation, and Information Technology (IT). We conduct annual awareness training on information security for employees involved in our systems and processes handling customer data, as well as system audits and additional specialized training. Additionally, we publish monthly cybersecurity awareness bulletins and conduct theoretical exercises to simulate responses to cybersecurity incidents, using findings to continuously improve our practices, procedures, and technologies.
Our Incident Response Plan coordinates activities to prepare for, detect, respond to, and recover from cybersecurity incidents, including processes for classification, severity assessment, escalation, containment, investigation, and remediation, as well as compliance with applicable legal obligations and mitigating damage to brand and reputation.
Our cybersecurity team conducts periodic testing of our controls through vulnerability scanning, and attack simulations. Additionally, in connection with our cybersecurity risk management processes, our program includes reviews and assessments conducted by third-party external and independent parties to evaluate our internal incident response readiness and help identify areas for focus and continuous improvement.
Our cybersecurity risk management processes do not extend to the oversight and identification of threats associated with our use of third-party service providers, that assesses risks from vendors and suppliers.
Over the past three fiscal years, we have not experienced any material information security breaches, and expenses related to such incidents have not been material, including penalties and settlements. However, we cannot guarantee that we will not be materially affected by such risks or incidents in the future. See “Risk Factors” in Item 3 of this Annual Report on Form 20-F for more information on our cybersecurity related risks.
Our Audit Committee, as a cornerstone of our corporate governance structure, is primarily responsible for the oversight of risks from cybersecurity threats. To fulfill this responsibility, our Audit Committee receives comprehensive quarterly reports on cybersecurity and information security. These reports, prepared by the Manager of Cybersecurity and Information Security and presented by our Director of Sustainability, Quality, Innovation, and Information Technology, provide a complete overview of the Company’s digital security condition. The reports include a detailed assessment of various critical aspects of cybersecurity. This ranges from detected threats to an analysis of cybersecurity governance processes, evaluations of the status of ongoing projects to strengthen internal security, and reviews of prevention and mitigation efforts, along with an assessment of the results obtained from security breach simulations, such as penetration tests and incident response exercises.
In addition to the quarterly reports, additional updates are provided to the Audit Committee as needed, in response to significant events, regulatory changes, or cyber emergencies. This practice ensures continuous and adaptive surveillance against constantly evolving digital threats.
Furthermore, the Manager of Cybersecurity and Information Security maintain ongoing communication and participates in regular meetings with the Director of Sustainability, Quality, Innovation, and Information Technology to provide continuous oversight of the Company’s performance across the various phases of the cybersecurity lifecycle. These interactions cover activities ranging from proactive preparation and prevention to early detection, agile response, and effective recovery, allowing for a systematic review of progress, challenges, strengths, and areas for improvement. This approach supports a current and accurate understanding of the Company’s cybersecurity posture and informs strategic and tactical decisions aimed at continuously strengthening our cybersecurity capabilities.
Our Board of Directors retains responsibility for overseeing our overall risk management systems and processes, and the Audit Committee provides quarterly reports to the full Board of Directors on cybersecurity risk. As a result, the members of the Board of Directors stay appraised of all relevant updates, as well as of the rapidly evolving cyber threat landscape, and provide guidance to management as appropriate to address the effectiveness of our overall data privacy and cybersecurity program.
Our consolidated financial statements are included in this filing beginning on page F-1. The following is an index to the consolidated financial statements:
December 31, 2023, December 31, 2024, and December 31, 2025 Consolidated Financial Statements for Grupo Aeroportuario del Pacífico, S.A.B. de C.V. and Subsidiaries
Omitted from the exhibits filed with this annual report are certain instruments and agreements with respect to our long-term debt, none of which authorizes securities or results in an incurrence of debt in a total amount that exceeds 10% of our total assets. We hereby agree to furnish to the SEC copies of any such omitted instruments or agreements as the SEC requests.
The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this registration statement on its behalf.
Report of Independent Registered Public Accounting Firm
To the Shareholders and Board of Directors Grupo Aeroportuario del Pacífico, S.A.B. de C.V.:
Opinion on the ConsolidatedFinancial Statements
We have audited the accompanying consolidated statements of financial position of Grupo Aeroportuario del Pacífico, S.A.B. de C.V. and subsidiaries (the Company) as of December 31, 2025, 2024 and 2023, and the related consolidated statements of profit or loss and other comprehensive income, changes in stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2025, and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025, 2024 and 2023, and the results of its operations and its cash flows for each of the years in the three‑year period ended December 31, 2025, in conformity with IFRS Accounting Standards as issued by the International Accounting Standards Board.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated April 17, 2026 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.
Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Evaluation of the classification of certain expenditures as improvements to concession assets or maintenance costs
As discussed in Notes 3d and 8 to the consolidated financial statements the Company has a net balance of Ps. 44,280,273 thousand of Mexican pesos of improvements to concession assets as of December 31, 2025. The Company holds concessions to operate airports and has significant expenditures in relation to these concessions, including expenditures under commitments made under the Master Development Programs which, once approved, form part of the concession terms. These expenditures are classified as either improvements to concession assets or as maintenance of concession assets. Expenditures classified as improvements to concession assets result in the recognition of intangible assets in the ‘improvements to concession assets’ account. Expenditures classified as maintenance of concession assets are recognized as expenses in profit or loss and no related intangible asset is recognized. Under the Company’s accounting policy this classification requires the assessment of a number of factors, including qualitative matters.
We identified the evaluation of the classification of certain expenditures as improvements to concession assets or maintenance costs as a critical audit matter. During the year, the Company’s management assessed the classification of a large number of expenditures and, for certain of those expenditures, applied subjective judgment when assessing qualitative factors in order to determine their classification as either improvements to concession assets or maintenance costs which, in turn, required a high degree of auditor judgment to evaluate.
The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls related to the classification of expenditures as improvements to concession assets or maintenance costs. This included controls related to the review and approval of expenditures. We read the concession contracts and Master Development Programs, including the expenditure commitments contained there-in.
We evaluated the reasonableness of the Company’s accounting policy for classifying expenditures as improvements to concession assets or as maintenance costs, considering the relevant accounting literature. For a sample of expenditures of improvements to concession assets made during the year ended December 31, 2025, we assessed the reasonableness of the classification as either improvements to concession assets or maintenance costs considering the Company's accounting policy. As part of this assessment, when the classification involved significant judgment, we questioned management on its justification and challenged its assessment of the qualitative matters.
We have served as the Company’s auditor since 2016.
Grupo Aeroportuario del Pacífico, S.A.B. de C.V. and Subsidiaries
Notes to Consolidated Financial Statements
For the years ended December 31, 2023, 2024 and 2025
(In thousands of Mexican Pesos)
1.
Activities of the Company and significant events
Grupo Aeroportuario del Pacífico, S.A.B. de C.V. and subsidiaries (the “Company” or “GAP”) was incorporated in May 1998 as a state-owned entity to manage, operate and develop 12 airport facilities, mainly in Mexico’s Pacific region. The airports are located in the following cities: Guadalajara, Puerto Vallarta, Tijuana, San José del Cabo, Guanajuato (Bajío), Hermosillo, Mexicali, Los Mochis, La Paz, Manzanillo, Morelia and Aguascalientes. Moreover, the Company operates, maintains and utilizes two airports in Jamaica, starting in April 2015, the Sangster International Airport in Montego Bay, Jamaica by the subsidiary MBJ Airports Limited (MBJA), on October 2019 the Norman Manley International Airport (NMIA) by the subsidiary PAC Kingston Airport Limited (PACKAL) and since July 2024, we are in control of the company Guadalajara World Trade Center, S.A. de C.V. (“GWTC”) which its main activity is related with the operation of Bonded Warehouses in Guadalajara Airport. Additionally, in October 2025, the company Otayconnect S. de R.L de C.V., dedicated to providing administrative services, was acquired. The Company’s principal address is Mariano Otero Avenue 1249 B, six floor, Rinconada del Bosque, zip code 44530, Guadalajara, Jalisco, Mexico.
a.
Activities
The Company began operations on November 1, 1998. Prior to that date, the Company’s activities were carried out by Aeropuertos y Servicios Auxiliares (ASA), a Mexican Governmental agency, which was responsible for the operation of all public airports in Mexico.
In June 1998, the subsidiaries of Grupo Aeroportuario del Pacífico, S.A.B. de C.V. were granted concessions by the Ministry of Infrastructure, Communications and Transportation (SICT) (formerly called Ministry of Communications and Transportation) to manage, operate and develop each of the Pacific Group’s 12 airports and benefit from the use of the airport facilities, for a 50-year term beginning November 1, 1998 (The Concession or Concessions). The cost of the concessions, which totaled Ps.15,938,359, was determined by the Mexican Government in August 1999, based upon the price paid by Aeropuertos Mexicanos del Pacífico, S.A.P.I. de C.V. (AMP, the strategic stockholder of the Company) for its interests in GAP.On August 20, 1999, GAP entered into a Liabilities Assumption Agreement with each of its subsidiaries, whereby it assumed the liabilities incurred by each subsidiary derived from obtaining the concession. Such liabilities were capitalized by GAP as equity in favor of the Mexican Government on the same date.
The term of the concession is 50 years as of November 1, 1998 and may be extended by the SICT on one or more occasions for up to 50 additional years under certain circumstances.Beginning on November 1, 1998, the Company is required to pay an annual tax to the Mexican Government, through the SICT, for use of the public property, equivalent to 5% of each concessionaire’s annual gross revenues, according to the concession terms and the Mexican Federal Duties Law. As of January 1, 2024, this percentage increases to 9% in accordance with the decree issued by the Federal Government and notified to the Company on November 13, 2023.
Title to all of the long-term fixed assets within the airports is retained by the Mexican Government. Accordingly, upon expiration of the term of the concessions granted to the Company, the assets, including all of the improvements made to the airport facilities during the term of the concessions, shall automatically revert to the Mexican Government. Additionally, Auxiliary Services Agency (ASA) and other agencies of the Mexican Government maintain the rights to provide certain services such as air traffic control, fuel supply and immigration control.
On February 24, 2006, the Company made an initial public offering of its Series B shares, under which the Mexican Government, which held 85% of the voting common stock of the Company sold its 100% shares participation, both in the United States of America, via the New York Stock Exchange (NYSE) and in Mexico, via the Mexican Stock Exchange (BMV). Consequently, as of this date, the Company became a public entity in both Mexico and in the United States of America and is required to meet various legal obligations and regulations for public entities applicable in each country.
On April 20, 2015, the Company carried out a transaction for the acquisition of 100% of the shares of the Spanish company Desarrollo de Concesiones Aeroportuarias, S.L. (DCA). The transaction was fully paid on the same date. The acquisition was the result of a private and confidential bidding process among various participants, which concluded in favor of GAP. The total amount of the transaction was USD$192.0 million.
DCA has a 74.5% stake in MBJA, the entity that operates Sangster International airport in Montego Bay in Jamaica. MBJA holds the concession to operate, maintain and utilize the airport for a period of 30 years, beginning April 12, 2003. Vantage Airport Group Limited (Vantage) owns the remaining 25.5% stake in MBJA.
DCA also has a 14.77% stake in SCL Terminal Aéreo Santiago, S.A. (SCL), the operator of the international terminal in Santiago, Chile until September 30, 2015. On September 30, 2015, the concession to operate the Santiago de Chile airport expired, consequently, those assets were immediately returned to the Chilean government and the new operator without any significant incidents. Though SCL will no longer have operations, SCL must remain in effect for an additional year after the transfer. After that first year, SCL will remain in effect until its dissolution, which was confirmed on December 12, 2023.
On October 10, 2018, the Company through its subsidiary PACKAL, entered into a concession agreement with Airports Authority of Jamaica (AAJ), with which the authority guaranteed to PACKAL the right to rehabilitate, develop, operate and maintain NMIA for a period of 25 years with a possible extension of 5 years, as of October 10, 2019. In accordance with the terms of the concession agreement, the Company paid USD $7.1 million (USD $2.1 million to the International Finance Corporation (IFC) and USD $5.0 million to the AAJ). Once the operation begins, PACKAL is obliged to pay the AAJ a concession right of 62.01% of the total aeronautical and commercial revenues. All long-lived assets located in the NMIA are owned by AAJ. Upon the expiration of the term of the concession’s agreement granted to the Company, the assets, including all the improvements made to the airport facilities during the term of the concessions, will automatically revert in favor of AAJ.
b.
Significant events
–
On February 4, 2025, the Company issued 60 million long-term debt securities for Ps.6,000,000, under the communicating vessels modality. The issuance was carried out in two tranches: i) Ps.3,000,000 under the ticker symbol “GAP 25” at a variable interest rate of TIIE funding rate plus 50 basis points, with principal maturity on February 1, 2028, and ii) Ps.3,000,000 through the reopening of the issuance under ticker symbol “GAP22-2”, which will pay interest every 182 days at a fixed annual rate of 9.67%, with principal maturity on March 4, 2032. The proceeds from this issuance were allocated to the payment of Ps.3,000,000 of the bond certificates under ticker symbol “GAP 20”, as well as Ps.2,500,000 for the payment of the maturity of “GAP 21”, for an amount which was made on May 6, 2025, and Ps.00,000 to finance capital investments in compliance with the PMD of the Company's subsidiaries in Mexico.
–
On March 21, 2025, the Company refinanced its credit line with Banamex for USD$40.0 million, extending the maturity by an additional 6 months, with the same financial institution. Interest was paid monthly at a variable rate of SOFR plus 25 basis points, without fees, with principal repayment due on September 18, 2025.
–
On March 31, 2025, the Company extended the maturity date of its USD$60.0 million credit facility with The Bank of Nova Scotia and The Bank of Nova Scotia Jamaica Limited to October 4, 2029. The credit facility carries a monthly interest rate of SOFR plus 200 basis points and will be amortized in ten equal semiannual payments of $6.0 million. The extension of the credit facility generated a fee of USD$300,000.
–
At the Annual General Meeting of Shareholders held on April 24, 2025, the dividend decree was approved in favor of shareholders in the amount of Ps.16.84 pesos per share outstanding as of the payment date, excluding shares repurchased by the Company pursuant to Article 56 of the Securities Market Law. The first dividend payment of Ps.8.42 pesos per share was made on May 28, 2025, and the second payment of Ps.8.42 pesos per share was made on August 14, equivalent to Ps.4,254,436 for each installment.
–
At the Annual General Meeting of Shareholders held on April 24, 2025, the proposal to cancel the unexercised balance of the Share Repurchase Reserve, approved at the Ordinary General Meeting of Shareholders held on April 25, 2024, amounting to Ps.2,500,000, was approved. The maximum amount to be allocated to the repurchase of the Company's own shares or debt securities representing such shares, in the amount of Ps.2,500,000, was also approved for the 12-month period following April 24, 2025, in compliance with Article 56, Section IV of the Securities Market Law. No shares were repurchased from the amount approved for fiscal year 2025.
–
On May 30, 2025, a line of credit was obtained with Banamex for Ps.3,375,000, with a term of five years, generating interest at a variable rate of TIIE funding at 28 days plus 54 basis points, with payment of the principal at maturity. These resources were used to settle existing bank loans with Banco Nacional de México, S.A. (Banamex) for Ps.2,500,000 and BBVA de México, S.A. (BBVA) for Ps.875,000.
On August 22, 2025, the Company issued 85 million debt securities for a total of Ps.8,500,000. The issuance was carried out in two tranches under the communicating vessels modality. i) Ps.4,050,000, under the ticker symbol “GAP25-2” with interest payable every 28 days at a variable TIIE funding rate plus 48 basis points, the principal payment will be due at maturity on August 18, 2028, with an option for early amortization; ii) Ps.4,450,000, under the ticker symbol “GAP25-3” with interest payable every 182 days at a fixed rate of 9.02%, the principal payment will be due at maturity on August 15, 2031, with an option for early amortization. The resources obtained were used to finance capital investments, as well as to pay off the loan with Banco Santander for Ps.1,500,000, due on October 17, 2025.
–
On September 18, 2025, the Company refinanced its USD$40.0 million credit line due on that date with Banamex for a term of 5 years with that institution, with interest payable monthly at a variable rate of SOFR plus 81 basis points, with no additional fees. The principal repayment will be due at maturity on September 18, 2030.
–
On October 28, 2025, Hurricane Melissa hit the island of Jamaica, affecting Montego Bay Airport's infrastructure, which suffered some damage to the terminal building, its equipment, and operational areas. The airport suspended operations preventively on October 26, 2025, resuming them on November 1. As of December 31, 2025, Montego Bay Airport shows significant progress in the rehabilitation and acquisition of damaged equipment. The total estimated cost for repairing the facilities and replacing damaged equipment is estimated at USD $20.0 million, approximately, it is expected that they will be recovered in 2026 through the property insurance policy. The effects caused by the hurricane did not substantially affect the airport's operations, so they did not pose a risk to business continuity. In the case of Kingston Airport, the hurricane's impact was minor, so only a preventive closure of the facilities was required on October 25, resuming regular operations on October 29.
–
At the Ordinary and Extraordinary General Shareholders' Meeting held on December 11, 2025, the following was approved: (i) the provision of technical assistance and technology transfer services, which have been outsourced by our strategic partner since the beginning of our operations and which we consider fundamental to the efficient operation of our airports; and (ii) the Cross Border Xpress (CBX), a landside terminal located in San Diego, California, USA, which connects to the Tijuana International Airport via a pedestrian bridge, allowing for a fast, convenient, and secure border crossing. This business combination will be carried out through the merger of various entities into GAP, including, among others, Aeropuertos Mexicanos del Pacífico, S.A.P.I. de C.V. (AMP), our current strategic partner. As of the date of this financial statement, the merger has not been executed.
2.
Basis of presentation
a.
Statement of compliance – These consolidated financial statements have been prepared in accordance with the IFRS Accounting Standards as issued by the International Accounting Standards Board ("IFRS"), its amendments and interpretations issued and outstanding or issued and adopted early on the date of preparation of these consolidated financial statements.
b.
Translation into English –The accompanying consolidated financial statements have been translated from Spanish into English for use outside of Mexico.
c.
Basis of preparation – The consolidated financial statements have been prepared on the historical cost basis except for assets and liabilities assumed in the business combinations on the date of purchase, which were recorded at fair value, derivative financial instruments and non-derivative financial instruments with changes in profit and loss, rights use of assets, liabilities for corresponding lease and the liabilities for defined benefits are recognized at present value.
–
Historical cost – Historical cost is generally based on the fair value of the consideration given in exchange for goods and services.
–
Fair value – Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants on the measurement date, regardless of whether that price is directly observable or estimated using another valuation technique. In estimating the fair value of an asset or a liability, the Company takes into account the characteristics of the asset or liability if market participants would take those characteristics into account when pricing the asset or liability on the measurement date. When there are no market and/or market participants willing to create a market, IFRS establishes a fair value hierarchy that gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to measurements involving significant unobservable inputs (Level 3 measurements).
The levels of fair value hierarchy are as follows:
•
Level 1 inputs are quoted prices in active markets for identical assets or liabilities that the entity can access on the measurement date;
•
Level 2 inputs are other than quoted prices included within Level 1, that are observable for the asset or liability, either directly or indirectly; and
•
Level 3 inputs are unobservable inputs for the asset or liability.
d.
Consolidation of financial statements –The consolidated financial statements include those of Grupo Aeroportuario del Pacífico, S.A.B. de C.V. and its subsidiaries in which the Company has control, for the years ended December 31, 2023, 2024 and 2025. The consolidated subsidiaries are as follows:
Company
% participation
Location
Activity
Aeropuerto de Aguascalientes, S.A. de C.V.
99.99
%
Mexico
Operation of airport
Aeropuerto del Bajío, S.A. de C.V.
99.99
%
Mexico
Operation of airport
Aeropuerto de Guadalajara, S.A. de C.V.
99.99
%
Mexico
Operation of airport
Aeropuerto de Hermosillo, S.A. de C.V.
99.99
%
Mexico
Operation of airport
Aeropuerto de La Paz, S.A. de C.V.
99.99
%
Mexico
Operation of airport
Aeropuerto de Los Mochis, S.A. de C.V.
99.99
%
Mexico
Operation of airport
Aeropuerto de Manzanillo, S.A. de C.V.
99.99
%
Mexico
Operation of airport
Aeropuerto de Mexicali, S.A. de C.V.
99.99
%
Mexico
Operation of airport
Aeropuerto de Morelia, S.A. de C.V.
99.99
%
Mexico
Operation of airport
Aeropuerto de Puerto Vallarta, S.A. de C.V.
99.99
%
Mexico
Operation of airport
Aeropuerto de San José del Cabo, S.A. de C.V.
99.99
%
Mexico
Operation of airport
Aeropuerto de Tijuana, S.A. de C.V.
99.99
%
Mexico
Operation of airport
Corporativo de Servicios Aeroportuarios, S.A. de C.V. (CORSA)
99.99
%
Mexico
Provides personnel services
Fundación Grupo Aeroportuario del Pacífico, A.C. (Fundación GAP)
99.99
%
Mexico
Non-profit Organization dedicated to social orientation and infrastructure support of educational institutions
Puerta Cero Parking, S.A. de C.V. (PCP)
99.99
%
Mexico
Operation of parking lot
Servicios a la Infraestructura Aeroportuaria del Pacífico, S.A. de C.V. (SIAP)
99.99
%
Mexico
Administrative services
Aerocomercializadora del Pacifico, S.A. de C.V. (ADP)
99.99
%
Mexico
Operation of infrastructure and other commercial services
Desarrollo de Concesiones Aeroportuarias, S.L. (DCA)
100.00
%
Spain
Management administration, maintenance, servicing of all types of infrastructure
MBJ Airports Limited (MBJA)
74.50
%
Jamaica
Operation of airport
PAC Kingston Airport Limited (PACKAL)
100.00
%
Jamaica
Operation of airport
GA del Pacífico es do Brasil, LTDA
99.99
%
Brazil
No operation
Inmuebles Especializados Matrix, S.A. de C.V. (IEM)
99.99
%
Mexico
Subleasing of cargo operation areas and hangars
Aerohoteles del Pacífico, S.A. de C.V. (AHP)
99.99
%
Mexico
Operation of hotels with other integrated services
Guadalajara World Trade Center, S.A. de C.V. (GWTC)
51.50
%
Mexico
Bonded warehouses
Diseños Técnicos de Infraestructura MCE, S.A. de C.V. (DTI)
99.99
%
Mexico
Project development
OtayConnect S. de R.L. de C.V. (OTC)(1)
99.99
%
Mexico
Administrative services
(1) Consolidation began on October 1, 2025.
Control is achieved when the Company:
•
Has power over the investee
•
Is exposed, or has rights, to variable returns from its involvement with the investee; and
•
Has the ability to use its power to affect its returns.
The Company reassesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control listed above.
Consolidation of a subsidiary begins when the Company obtains control over the subsidiary and ceases when the Company loses control of the subsidiary. Income and expenses of a subsidiary acquired or disposed of during the year are included in the consolidated statement of profit or loss and other comprehensive income from the date the Company gains control until the date when the Company ceases to control the subsidiary.
Profit and each component of other comprehensive income are attributed to the owners of the Company and to the non-controlling interests. Total comprehensive income of subsidiaries is attributed to the owners of the Company and to the non-controlling interests even if this results in the non-controlling interests having a deficit balance.
When necessary, adjustments are made to the consolidated financial statements of subsidiaries to bring their accounting policies into line with the Company’s accounting policies.
All intragroup assets and liabilities, equity, income, expenses and cash flows relating to transactions between members of the Company are eliminated in full on consolidation. Unrealized gains arising from transactions with equity accounted investees are eliminated against the investment to the extent of the Company’s interest in the investee. Unrealized losses are eliminated in the same way as unrealized gains, but only to the extent that there is no evidence of impairment.
e.
Application of new and revised International Financing Reporting Standards.
New and amended standards effective in 2025
In the current year, the Group adopted the following new and amended IFRS Accounting Standards that are effective for annual periods beginning on or after 1 January 2025:
Lack of Exchangeability (Amendments to IAS 21 The Effects of Changes in Foreign Exchange Rates).
The adoption of these amendments did not have a material impact on the Group’s consolidated financial statements for the year ended 31 December 2025.
Standards and amendments issued but not yet effective
The following new standards and amendments have been issued but are not yet effective for the year ended 31 December 2025. The Group has not early adopted them:
Amendments to IFRS 9 and IFRS 7 – Classification and Measurement of Financial Instruments (effective 1 January 2026).
Annual Improvements to IFRS Accounting Standards—Volume 11 (effective 1 January 2026).
Amendments to IFRS 9 and IFRS 7 – Contracts referencing Nature-dependent Electricity (effective 1 January 2026).
IFRS 18 Presentation and Disclosure in Financial Statements (effective 1 January 2027).
IFRS 19 Subsidiaries without Public Accountability: Disclosures (effective 1 January 2027).
The Group is currently assessing the impact of these new requirements on its consolidated financial statements. Based on the assessment performed to date, the Group does not expect these pronouncements to have a material impact on recognition and measurement; however, they may result in changes to presentation and disclosures.
f.
Functional and presentation currency – The consolidated financial statements and notes as of December 31, 2023, 2024 and 2025, and for the years then ended, are prepared in pesos, which is the presentation currency. The consolidated financial statements are presented in thousands of pesos.
The assets and liabilities of foreign operations, including the fair value of assets arising on acquisition, are translated at the exchange rates as of year–end for each period.
Income and expenses of foreign operations are translated at the average exchange rate for the period of transactions. During 2023, 2024 and 2025, the average exchange rate were as follows:
Currency
2023
2024
2025
Pesos / USD
Ps.
17.7665
Ps.
18.3001
Ps.
19.2324
USD / Euros
USD$1.0539
USD$1.0816
USD$1.0821
g.
Use of estimates and critical judgments in preparing the consolidated financial statements – The preparation of consolidated financial statements in conformity with IFRS requires management to make estimates and assumptions that affect the application of accounting policies relating to the reported amounts of assets, liabilities and income and expenses of the relevant period. Actual results could differ from these estimates.
The following are estimates and assumptions that involve inherent uncertainty within the next financial year and are included in the following notes:
–
Expected credit loss (ECL) (Note 6)
–
Definition of useful lives and depreciation and amortization periods (Notes 3.c. and 3.d.)
–
Capitalization of improvements to concession assets (Notes 3.d and 8)
–
Cash flow hedges (Notes 3.h and 15)
–
Probability of recovery of deferred income tax from tax loss carryforwards (Note 12.g)
–
Assumptions used to determine liabilities for retirement benefits (Note 17)
–
Contingent liabilities (Note 27)
–
Discount rates to determine the right-of-use assets and lease liabilities.
In addition to the estimates, the Company makes critical judgments in applying its accounting policies, which have a material effect on the amounts recognized in the consolidated financial statements. Management believes that the decisions made are the most reasonable based on the information available, on the judgments made and the way it manages the operation of the Company. Critical judgments relate to the following:
-
Accounting for the Concession – Management believes it has carried out a comprehensive implementation of the standards applicable to the accounting treatment of its concessions in Mexico and Jamaica and it determined that, among others, International Financial Reporting Interpretation (IFRIC) 12 Service Concession Arrangements is applicable to the Company. The Company treats its investments related to improvements and upgrades to be performed in connection with the MDP for Mexican and Jamaican Entities under the intangible asset model established by IFRIC 12 and does not recognize a provision for maintenance, as all investments required by the MDP, regardless of their nature, directly increase the Maximum Tariff per traffic unit (MT). Accordingly, all amounts invested under the MDP have a direct correlation to the amount of fees the Company will be able to charge each passenger or cargo service provider, and thus, a direct correlation to the amount of revenues the Company will be able to generate. As result, management defines all expenditures associated with investments required by the MDP as revenue generating activities given that they ultimately provide future benefits, whereby subsequent improvements and upgrades made to the concession are recognized as intangible assets based on the principles of IFRIC 12. Additionally, compliance with the committed investments per the MDP is mandatory, as well as the fulfillment of the MT and therefore, in case of default in any of these obligations (MDP or MT), the Company could be subject to sanctions and even its concession could be revoked. To determine the amortization period of the intangible asset associated with the improvements and upgrades made to comply with the MDP, the Company focuses on the period in which it will generate future economic benefits or the concession term, whichever is less.
h.
Income from operations– This line item is made up by total revenues less operating costs. Although the presentation of income from operations is not required by nor is it defined under IFRS, it is included in the consolidated statements of profit or loss and other comprehensive income because management believes it represents a useful and reliable measure of the economic and financial performance of the Company.
i.
Comprehensive income – Comprehensive income comprised the net income of the period, plus other comprehensive income (loss) items of the same period. For the years ended December 31, 2023, 2024 and 2025, other comprehensive income is represented by the effects of translation of foreign operations, actuarial remeasurements and the reserve of cash flow hedges of financial instruments net of taxes. At the moment the assets and liabilities giving rise to other comprehensive income are realized, the latter are reclassified to the income statement, if permitted under IFRS.
Classification of cost and expenses– Costs and expenses presented in the consolidated statements of profit or loss and other comprehensive income were classified according to their nature.
3.
Material accounting policies
The consolidated financial statements comply with IFRS. Its preparation requires management to make certain estimates and use certain assumptions that affect certain items of the consolidated financial statements and their related disclosures. However, actual results could differ from those estimates. The Company’s management, upon applying professional judgment, considers that estimates and assumptions used were adequate under the circumstances (Note 2.g). The material accounting policies of the Company are as follows:
a.
Financial instruments
i.
Recognition and initial measurement
Trade account receivables are initially recognized when they are originated. All other financial assets and financial liabilities are initially recognized when the Company becomes party to the contractual provisions of the instrument.
A financial asset (unless it is a trade receivable without a significant financing component) or financial liability is initially measured at fair value plus, for an item not at Fair Value Through Profit or Loss (FVTPL), transaction costs that are directly attributable to its acquisition or issue. A trade receivable without a significant financing component is initially measured at the transaction price.A commercial debtor without a significant financing component is initially measured at the transaction price.
ii.
Classification and subsequent measurement financial assets and liabilities.
Financial assets
All regular way purchases or regular incomes of financial assets are recognized and derecognized on a trade date basis. Purchases or income from regular services are purchases or income from services of financial assets that require the delivery of assets within the period established by regulation or common market practices. All recognized financial assets are measured subsequently in their entirety at either amortized cost or fair value, depending on the classification of the financial assets.
Financial asset that meets the following conditions is subsequently measured at amortized cost:
•
the financial asset is held within a business model whose objective is to hold financial assets in order to collect contractual cash flows; and
•
the contractual terms of the financial asset give rise to specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.
Debt instruments that meet the following conditions are measured subsequently at Fair Value Trough Other Comprehensive Income (FVTOCI):
•
the financial asset is held within a business model whose objective is achieved by both collecting contractual cash flows and selling the financial assets; and
•
Its contractual terms give rise to specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.
By default, all other financial assets are measured subsequently at fair value through profit or loss. This election is made individually on the initial recognition date.
–
Financial assets – Business model assessment
The Company makes an assessment of the objective of the business model in which a financial asset a level of trade account receivables because this best reflects the way the business is managed and information is provided to management.
Repurchase of the Company’s common stock is recognized and deducted directly in equity. No gain or loss is recognized in profit or loss at the purchase, sale, issue or cancellation of the Company’s own equity instruments.
Even when the Company has the legally enforceable right, in certain cases, for a compensation of financial assets and liabilities, as of the date of this consolidated financial statements, the Company does not have the intention of compensating a liability with an asset, nor expect in the short term to require it. Therefore, deposits received in guarantee are presented separately from accounts receivable.
b.
Cash and cash equivalents – Cash and cash equivalents consist mainly of bank deposits in checking accounts and readily available daily investments of cash surpluses with immediate availability as well as cash equivalents designates for expenditure, held in trust (see Note 5). Cash is stated at nominal value and cash equivalents are valued at fair value that does not exceed their market value; the yields, which are recognized as interest income as it accrues.
c.
Machinery, equipment and improvements on leased assets
–
Recognition and measurement – Machinery, equipment and improvements to leased assets are recognized at acquisition cost less accumulated depreciation and any accumulated impairment losses. The acquisition cost includes expenses directly attributable to the acquisition of the asset.
When significant parts of an asset of machinery, equipment and improvements to leased assets have different useful lives, they are accounted for separately as a component of the asset.
Gains and losses from sales or retirements of machinery, equipment and improvements to leased assets are determined comparing the proceeds from the sale or retirement against the book value of machinery, equipment and improvements to leased assets and are recognized net in other income in the consolidated statement of profit or loss and other comprehensive income.
–
Subsequent costs – The cost to replace a part or item of machinery, equipment and improvements to leased assets are recognized in the value of the asset when it is probable that future economic benefits associated with that part will flow to the Company and its cost can be measured reliably. The net value of the replaced item is derecognized at its net book value. Minor maintenance costs are recognized in the consolidated statement of profit or loss and other comprehensive income.
–
Depreciation – Depreciation is calculated over the depreciable amount, which is the cost of an asset, or other substitute value of that cost based on the straight-line method, this is the value that reflects more certainty the expected pattern of consumption of future economic benefits implicit in the asset. The Company does not determine residual values for machinery, equipment, improvements to leased assets as they are not considered to be material.
–
Depreciation of machinery and equipment is recognized in the consolidated statement of profit or loss and other comprehensive income and is calculated under the straight-line method based on the useful lives of the related assets. Also, improvements to leased assets are amortized using the straight-line method based on the remaining useful life of the improvements or the lease term, whichever is shorter. The estimated useful life and the depreciation method are reviewed at the end of each year, and the effect of any changes in the recorded estimate is recognized on a prospective basis.
Lands are not depreciated.
The estimated useful lives for the current period and comparative period are as follows:
Useful life (years)
Annual depreciation rate
Machinery and equipment
10
10%
Office furniture and equipment
10
10%
Computer equipment
3.3 – 4
25% - 30%
Transportation equipment
4 – 5
20% - 25%
Communication equipment
3.3 – 4 – 10
10% - 25% - 30%
Improvements on leased assets
10 – 20
5% – 10%
d.
Intangible assets
– Improvements to concession assets – Improvements to concession assets are accounted for as improvements that are made pursuant to the MDP and improvements carried out by the daily operation of the Company’s airports. All infrastructure investments made by the airports will be returned to the Mexican government or the government of Jamaica as applicable at the end of the term of the Concession.
Under the Company’s concession agreements, through the MDP agreed with each government every five years, the Company is committed to carry out various improvements, upgrades and additions to each of its airports on an annual basis
in the case of Mexican airports and every five years in Jamaica. In exchange for investing in those additions and upgrades, each government grants the Company the right to obtain benefits for services provided using those assets. The Company, as the operator of the concession assets, recognizes an intangible asset as it receives a right granted by each government to charge users for the public service associated with the use of its airports. Minor maintenance costs are recognized in the consolidated statement of profit or loss and other comprehensive income as they are incurred.
– Airport concessions – The Company recognized an intangible asset of the Concession granted by the SICT to manage and operate each of the airports in Mexico for 50 years since its acquisition. In regard to MBJA, the Company recognized an intangible asset at the fair value of the concession to operate and develop that airport until 2034 according to the determination of fair values resulting from the acquisition of DCA and MBJA in accordance with IFRS 3 Business Combinations. Likewise, PACKAL recognized an intangible asset for the amount specified in the contract with the AAJ for the right to operate the airport at the time control was assumed and for a period of 25 years.
– Rights to use airport facilities – Rights to use airport facilities in Mexico are recorded based on the acquisition cost of the assets recorded by ASA and transferred to the Company according to the Concession granted, in order to manage, operate and develop them during the Concession term. In MBJA and PACKAL no rights to use airport facilities were identified.
– Other acquired rights – These rights related to payments made by the Company after the date the Mexican concessions were granted, in order to early-terminate certain long-term lease contracts that existed at that time between ASA and third-party leaseholders, these rights are recorded based on their acquisition cost. In MBJA and PACKAL there are no other acquired rights. In the acquisition of GWTC, an intangible asset was recognized for the fair value of the right to use the facilities of the (free trade zone bonded warehouses) to operate and exploit them until 2032 and 2033, in accordance with IFRS 3, Business Combinations.
– Amortization – After its initial recognition, intangible assets are valued at acquisition cost plus capitalized borrowing costs, less accumulated amortization and accumulated impairment losses. Amortization is recognized in the consolidated statement of comprehensive income under the straight-line method applied to the shorter between the estimated period of future economic benefits the intangible assets will generate and the concession period, from the date they are available for use.
Amortization periods for the current and comparative period are as follows:
Period (years)
Annual amortization rate
Improvements to concession assets
12.5 – 20
5% - 8%
Airport concessions
18 – 25 – 49
2% - 4% - 5.5%
Rights to use airport facilities
10 – 49
2% - 10%
Other acquired rights
44 – 48
2%
Right to operate bonded warehouses
8
12.5%
The amortization method and useful lives are reviewed at each year end date and adjusted prospectively if necessary.
e.
Capitalized borrowing costs – Machinery and equipment, as well as improvements to concession assets are measured at historical cost and when they are considered qualifying assets, which are assets that necessarily take a substantial period of time to get ready for their intended use, are added to the cost of those assets, until the time such assets are substantially ready for their intended use. Investment income earned on the temporary investment of specific borrowings while they remain used is deducted from the borrowing costs eligible for capitalization.
f.
Impairment of financial and non-financial assets (tangible and intangible)
– Financial assets –
The Company recognizes a loss allowance for expected credit losses on investments in debt instruments that are measured at amortized cost or at FVTOCI, lease receivables, trade receivables and contract assets, as well as on financial guarantee contracts. The amount of expected credit losses is updated at each reporting date to reflect changes in credit risk since initial recognition of the respective financial instrument.
The Company always recognizes lifetime ECL for trade receivables, contract assets and lease receivables. The expected credit losses on these financial assets are estimated using a provision matrix based on the Company historical credit loss experience, adjusted for factors that are specific to the debtors, general economic conditions and an assessment of both the current as well as the forecast direction of conditions at the reporting date, including time value of money where appropriate.
For all other financial instruments, the Company recognizes lifetime ECL when there has been a significant increase in credit risk since initial recognition. However, if the credit risk on the financial instrument has not increased significantly since initial recognition, the Company measures the loss allowance for that financial instrument at an amount equal to 12-month ECL.
Lifetime ECL represents the expected credit losses that will result from all possible default events over the expected life of a financial instrument. In contrast, 12-month ECL represents the portion of lifetime ECL that is expected to result from default events on a financial instrument that are possible within 12 months after the reporting date.
– Definition of default
The Company considers the following as constituting an event of default for internal credit risk management purposes as historical experience indicates that financial assets that meet either of the following criteria are generally not recoverable:
•
when there is a breach of financial covenants by the debtor; or
•
information developed internally or obtained from external sources indicates that the debtor is unlikely to pay its creditors, including the Company, in full (without taking into account any collateral held by the Company).
Irrespective of the above analysis, the Company considers that default has occurred when a financial asset is more than 90 days past due unless the Company has reasonable and supportable information to demonstrate that a more lagging default criterion is more appropriate.
–
Credit-impaired financial assets
A financial asset is credit-impaired when one or more events that have a detrimental impact on the estimated future cash flows of that financial asset have occurred. Evidence that a financial asset is credit-impaired includes observable data about the following events:
(a)
significant financial difficulty of the issuer or the borrower;
(b)
a breach of contract, such as a default or past due event;
(c)
the lender(s) of the borrower, for economic or contractual reasons relating to the borrower’s financial difficulty, having granted to the borrower a concession(s) that the lender(s) would not otherwise consider;
(d)
it is becoming increasingly probable that the borrower will enter bankruptcy or other financial reorganization; or
(e)
the disappearance of an active market for that financial asset because of financial difficulties.
– Non-financial assets – Non-financial assets of the Company are assessed at each period end date to determine whether there is any indication of impairment. If there is such an indication of impairment, management estimates the recoverable amount.
The recoverable amount of an asset or cash-generating unit is the higher of the asset’s value in use and fair value less costs of disposal. To determine the asset’s value in use, the estimated future cash flows are discounted to present value using an appropriate discount rate before tax that reflects current market conditions in relation to the time value of money and the risks specific to the asset. For purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash-generating unit or CGU). An impairment loss is recognized immediately in profit and loss.
The individual airports of the Company in Mexico cannot be considered as separate cash-generating units, as the bidding process, in which it decided to sell up to 15% of the shares representing the capital stock of the holding company Shares of the companies that were received for the concession, and made by the Mexican Federal Government that included the package of twelve airports, and therefore the Company is required to operate and maintain all 12 airports independently of the results they generate individually. Considering the above, if there are indicators of impairment that exist, the Company performs an impairment assessment on a consolidated basis with Mexican companies. Moreover, the value of the assets of MBJA, PACKAL are individually valued at the end of each period to determine whether there are indications of impairment to be single separate cash-generating units.
When an impairment loss is reversed in subsequent periods, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimated recoverable amount, so that the increased carrying amount does not exceed the carrying amount that would have been determined (net of depreciation) had an impairment loss not been recognized for the asset (or CGU) in prior years. A reversal of an impairment loss is recognized immediately in profit and loss, unless the relevant asset is recognized on a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.
The CGU’s are tested for impairment annually or more frequently when there are indications that the CGU may be impaired. If the recoverable amount of a CGU is less than its carrying amount, the impairment loss is allocated first to reduce the carrying amount of any goodwill, if it exists, and is allocated to the CGU and then to the other assets of the CGU pro rata basis and based on the book value of each asset within the CGU. Any impairment loss of goodwill is recognized directly in profit and loss.
g.
Derivative financial instruments and hedge accounting – The Company uses derivative financial instruments, specifically interest rate CAPS and SWAPS, to hedge its exposure to the risk of an increase in the interest rate arising primarily from debt instruments.
Derivatives are initially recognized at fair value at the date the derivative contract is entered into and subsequently remeasured at fair value at the end of each reporting period.
The gain or loss is recognized in the consolidated profit or loss statement immediately, unless the derivative is designated as a hedging instrument and is considered to be effective. In which case the gain or loss is recognized in other comprehensive income. The timing of the recognition of the hedging instrument in earnings will depend on the nature of the hedge.
The Company may designate certain instruments as hedges for accounting purposes if at inception of the hedge, it documents the relationship between the hedging instrument and the hedged item, as well as the risk management and management strategy objectives for undertaking various hedging transactions.
Additionally, at the inception of the hedge and on an ongoing basis, the Company documents whether the hedging instrument is highly effective in offsetting the exposure to changes in fair value or changes in cash flows of the hedged item attributable to the hedged risk, which is when the hedges meet all of the following hedge accounting requirements:
•
there is an economic relationship between the hedging instrument and the hedged item;
•
the effect of credit risk does not dominate the value of the changes that were related to the economic relationship; and
•
the coverage ratio of the hedges is the same as the result of the amount of the hedged item that the Company actually covers and the amount of the hedging instrument that the Company actually uses to cover that amount of the hedged item.
If a hedge fails to meet the coverage effectiveness requirement related to the hedging relationship, but the risk management objective for that designated hedging relationship remains the same, the Company adjusts the hedging relationship (i.e. rebalance coverage) to meet the qualification criteria again.
Cash flow hedges
The effective portion of changes in the fair value of derivatives and other qualifying hedging instruments that are designated and qualify as cash flow hedges is recognized in other comprehensive income and accumulated under the financial instrument of cash flow hedge reserve, limited to the cumulative change in fair value of the hedged item from inception of the hedge. The gain or loss relating to the ineffective portion is recognized immediately in profit or loss, and is included in the ‘financial cost’ line item.
Amounts previously recognized in OCI and accumulated in equity are reclassified to profit or loss in the periods when the hedged item affects profit or loss, in the same line as the recognized hedged item. However, when the hedged forecast transaction results in the recognition of a non-financial asset or a non-financial liability, the gains and losses previously recognized in other comprehensive income and accumulated in equity are removed from equity and included in the initial measurement of the cost of the non-financial asset or non-financial liability. This transfer does not affect other comprehensive income. Furthermore, if the Company expects that some or all of the loss accumulated in the cash flow hedge reserve will not be recovered in the future, that amount is immediately reclassified to profit or loss.
The Company discontinues hedge accounting only when the hedging relationship (or a part thereof) ceases to meet the qualifying criteria (after rebalancing, if applicable). This includes instances when the hedging instrument expires or is sold, terminated or exercised. The discontinuation is accounted for prospectively. Any gain or loss recognized in other comprehensive income and accumulated in the cash flow hedge reserve at that time remains in equity and is reclassified to profit or loss when the forecast transaction occurs.
When a forecast transaction is no longer expected to occur, the gain or loss accumulated in cash flow hedge reserve is reclassified immediately to profit or loss.
h.
Business combinations – Acquisitions of businesses are accounted for using the acquisition method. The consideration transferred in a business combination is measured at fair value, which is calculated as the sum of the acquisition-date fair values of the assets transferred by the Company, liabilities assumed by the Company to the former owners of the acquiree and the equity interests issued by the Company in exchange for control of the acquiree. Acquisition-related costs are generally recognized in profit or loss and other comprehensive income statement as incurred.
Transaction costs, different from those associated with the issuance of debt or capital, and incurred by the Company in connection with a business combination are expensed as incurred.
i.
Other intangible assets – Costs incurred in the development phase, as well as other intangible assets that meet certain requirements and which the Company has determined will have future economic benefits, are capitalized and amortized based on the straight-line method. Expenditures that do not meet such requirements, as well as research costs, are recorded in the results of the period in which they are incurred.
j.
Leases – The Company has consistently applied the accounting policies to all periods presented in these consolidated financial statements.
The Company recognizes the right-of-use assets and lease liabilities for most leases, that is, these leases are in the consolidated statement of financial position in the short and long term, except for short term leases (12 months or less) and those of low value , for these leases, the Company recognizes rent payments as an operating expense under the straight-line method through the term of the lease, unless another method is more representative of the pattern of time in which the economic benefits from the consumption of the leased assets.
The lease liability is initially measured at the present value of the lease paymentsthat are not paid at the commencement date, discounted using the interest rate implicit in the lease contract.
Lease payments included in the measurement of the lease liability comprise the following:
•
fixed payments, including in-substance fixed payments;
•
variable lease payments that depend on an index or a rate, initially measured using the index or;
•
amounts expected to be payable under a residual value guarantee;
•
the exercise price under a purchase option that the Company is reasonably certain to exercise; and,
•
lease payments in an optional renewal period if the Company is reasonably certain to exercise an extension option.
Amortization of right of use asset – After initial recognition, amortization is recognized in the consolidated statements of profit or loss in accordance with the straight-line method applied to the period of the lease contract from the commencement date of the leased asset.
Lease payments are allocated between financial expenses and the reduction of lease obligations in order to achieve a constant interest rate on the remaining balance of the liability. Financial expenses are charged directly to profit or loss for the year within the finance cost line item.
When the Company acts as a lessor, it determines at lease inception whether each lease is a finance lease or an operating lease. To classify each lease, the Company makes an overall assessment of whether the lease transfers substantially all of the risks and rewards incidental to ownership of the underlying asset. If this is the case, then the lease is a finance lease; if not, then it is an operating lease. As part of this assessment, the Company considers certain indicators such as whether the lease is for the major part of the economic life of the asset.
When the Company is an intermediate lessor, it accounts for its interests in the head lease and the sub-lease separately. It assesses the lease classification of a sub-lease with reference to the right-of-use asset arising from the head lease, not with reference to the underlying asset. If a head lease is a short-term lease to which the Company applies the exemption described above, then it classifies the sub-lease as an operating lease.
The Company recognizes lease payments received under operating leases as income on a straight-line basis over the lease term. The initial direct costs incurred in the negotiation and arrangement of the operating lease are added to the book value of the leased asset and recognized under a straight line through the term of the lease.
The outstanding amounts of financial leases are recognized as receivable leases for the amount of the net investment in the leases. Income from financial leases is allocated to accounting periods to reflects a constant periodic rate of return on net insoluble investment with respect to leases.
If an arrangement contains lease and non-lease components, then the Company applies the policy to allocate the consideration in the contract.
k.
Provisions and contingent liabilities – Provisions are recognized when the Company has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation.
The amount recognized as a provision is the best estimate of the consideration required to settle the present obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the obligation. When a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows.
When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, an account receivable is recognized as an asset if it is virtually certain that reimbursement will be received and the amount of the receivable can be measured reliably.
Provisions are classified as current or noncurrent based on the period of time estimated to meet the obligations covered.
A contingent liability is a possible obligation that arises from a past event and whose existence will be confirmed only by the occurrence or non-occurrence of one or more uncertain events not wholly within the control of the Company, or a present obligation that arises from a past event but 1) it is not probable that an outflow of resources embodying economic benefits will be required to settle the obligation, or 2) the amount of the obligation cannot be measured with sufficient reliability. A contingent liability is not recognized in the consolidated financial statements, but rather is disclosed unless the probability of an outflow of resources embodying economic benefits is remote.
l.
Direct employee benefits – The Company provides its employees in Mexico and abroad with different types of benefits. In Mexico, the liabilities for direct employee benefits are recognized based on the services rendered by employees, considering their most recent salaries. These benefits primarily include statutory employee profit sharing (PTU) payable, compensated absences, vacations and vacation premium and other incentives. The PTU is recorded in the consolidated statement of profit or loss when it is incurred and presented under operating cost.
m.
Employee benefits – The seniority premium liability is calculated by independent actuaries based on the projected unit credit method using nominal interest rates. The measurements of the defined benefit liability, which includes actuarial gains and losses and the effect of the asset ceiling, are recognized immediately in other comprehensive income. The Company has determined the net interest income for the defined benefit liability net of the period applying the discount rate used to measure the defined benefit obligation at the beginning of the annual period to the net defined benefit liability (asset), considering any change in the liability
(asset) for net defined benefit during the period as a result of contributions and benefits payments. Net interest expense and other expenses related to defined benefit plans are recognized in profit and loss in the year.
The past service cost is recognized in the profit or loss in the year in which the plan was amended. Interest is calculated using the discount rate at the beginning of the period the balance of the defined benefit obligation. Defined benefit costs are classified as follows:
–
Cost of service (including current service cost, past service cost and gains and losses on reductions and compensations).
–
Interest expenses.
–
Remeasurements.
The Company presents the first two components of defined benefit cost as an expense in the cost of services. The reduction and early liquidation of obligations are recognized as past service costs.
Contributions to benefit plans of defined contribution retirement are recognized as expenses overtime as the employees render services that give them the right to contributions.
Remeasurements of the net defined benefit liability, which comprises actuarial gains and losses and the effect of the asset ceiling (if any, excluding interest), are recognized immediately in Other Comprehensive Income.
When the benefits of a plan are changed or when a plan is curtailed, the resulting change in benefit that relates to past service or the gain or loss on curtailment is recognized immediately in profit or loss. The Company recognizes gains and losses on the settlement of a defined benefit plan when the settlement occurs.
Any liability for compensation / vendors is recognized when the Company can no longer withdraw the offer of compensation which creates a constructive obligation and / or when the Company recognizes related restructuring costs.
n.
Revenue recognition –Aeronautical and non-aeronautical revenues are recognized at their fair value, in the same period subsequent to the time passengers depart, planes land or other services are provided, as applicable considering that the events that occur and services that are rendered in any given month are invoiced and recognized within that same month.
– Aeronautical services – The majority of the revenues in México are derived from rendering aeronautical services, related to the use of airport facilities by airlines and passengers. These revenues are regulated by the SICT through a “maximum rate” per “workload unit.” The maximum rate is the maximum amount of revenues per workload unit that may be earned at an airport each year from regulated revenue sources. A workload unit is currently equivalent to one terminal passenger (excluding passengers in transit) or 100 kilograms (220 pounds) of cargo. Moreover, in MBJA and PACKAL aeronautical revenues correspond to the fee for passengers and security, which are collected by airlines who also invoice other charges for landing and parking aircraft.
– Revenues from non-aeronautical services – Revenues from non-aeronautical services consist mainly of leasing of commercial space at the airport terminals (other than space deemed essential to airline operations), car parking, access fees charged to third parties providing food catering and other services at the airports, VIP Lounges, Publicity, Convenience Store lodging services and other miscellaneous income Since July 1° 2024 the Company recognized revenues from handling storages and custody services in facilities considered as bonded warehouses.
Commercial space within the terminals is leased through operating lease agreements, based on either a monthly fixed rent or variable charges based on the higher between a minimum monthly rent or a percentage of the lessee’s monthly revenues. Rental income from the Company’s leases is recognized on a straight-line basis over the term of the relevant lease.
– Revenues and cost of improvements to concession assets – In conformity with IFRIC 12, the Company recognizes revenues and the associated costs of improvements to concession assets which it is obligated to perform at the airports as established by the MDP. Revenues represent the value of the exchange between the Company and the government with respect to the improvements, given that the Company constructs or provides improvements to the airports as obligated under the MDP and in exchange, the government grants the Company the right to obtain benefits for services provided using those assets. The Company has determined that its obligations per the MDP should be considered to be a revenue-earning activity as all expenditures incurred to fulfill the MDP are included in the maximum tariff it charges its customers and therefore it recognizes the revenue and expense in profit or loss when the expenditures are performed. The cost for such additions and improvements to concession assets is based on actual costs incurred by the Company in the execution of the additions or improvements, considering the investment requirements in the MDP. Through bidding processes, the Company contracts third parties to carry out such construction.
The amount of revenues for these services are equal to the amount of costs incurred, as the Company does not obtain any profit margin for these construction services. The services are contracted with independent third parties and the assignment of its execution is carried out through a bidding process.
o.
Foreign currency transactions – Transactions in currencies other than the functional currency of the Company (foreign currencies) are recognized using exchange rates prevailing on the dates in which the transactions occur. At the end of each reporting period, monetary items denominated in foreign currencies are converted at the exchange rates prevailing at that time.
Monetary assets and liabilities denominated in foreign currencies at the reporting date are translated into the functional currency at the exchange rates prevailing at the date of the consolidated financial statements. Exchange fluctuations are recorded in the results of the period within the financial costs and presented as exchange gain or loss, on a net basis in the consolidated profit or loss and other comprehensive income.
Non-monetary items that are measured at historical cost in a foreign currency are converted at the exchange rate at the date of the transaction.
Foreign currency differences are generally recognized in profit or loss and presented within finance costs.
However, currency translation reserve arising from the translation of the following items are recognized in OCI:
– an investment in equity securities designated as at FVOCI;
– a financial liability designated as a hedge of the net investment in a foreign operation to the extent that the hedge is effective;
– and qualifying cash flow hedges to the extent that the hedges are effective.
p.
Conversion of foreign operations – The assets and liabilities of foreign operations and the fair value adjustments arising from the acquisition, are translated at the exchange rates prevailing at the reporting date. Revenues and expenses of foreign operations are translated at the average exchange rate for the period of transactions.
The differences associated with foreign currency translation of foreign operations to the presentation currency (pesos) are recognized in other comprehensive income and presented in the foreign currency translation reserve in equity.
Income taxes – Current income tax is recorded in the income statement of the year in which it is incurred. The expense for income taxes includes both the current tax and deferred tax. Deferred and current tax are recognized in the consolidated statement of profit or loss, except when they are related to items recognized in other comprehensive income, or directly in equity, in which case the deferred tax are also recognized in other comprehensive income or directly in equity, respectively.
Current tax expense is the tax payable that is determined for the year, using tax rates enacted or substantially enacted at the reporting date, plus any adjustment to tax payable in respect of previous years. Taxable income differs from profit or loss "income before income taxes" reported in the consolidated statements of profit or loss and other comprehensive income because there are items of income or expense that are taxable or deductible in other years and items that will never be taxable or deductible.
Deferred income tax is calculated by applying the statutory rate for temporary differences, resulting from comparing the accounting and tax assets and liabilities, and when applicable, the benefits from tax loss carryforwards (that are expected to be recovered in future periods in accordance with the rules established in the tax laws, to the extent that it is probable the existence of future taxable profit that can be applied against such tax benefits) and certain tax credits.
The Company has determined that the overall minimum tax payable under the Pillar 2 model of the Organization for Economic Cooperation and Development’s Inclusive Framework on Base Erosion and Profit Shifting (Pillar 2 income taxes) falls within the regulatory framework of IAS 12 Income Taxes. The Company has determined that the effects indicated by the standard would not
be applicable to it and in case of occurrence would be before the application of the temporary mandatory exemption of the deferred
tax accounting for the impacts of the complementary tax and would account for it as a current tax when it is incurred.
The rates applied to determine the deferred tax are those that correspond to the year in which it is expected the reversal of the temporary difference.
The Company did not recognize deferred taxes for the following items:
– Initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor tax results.
– Differences relating to investments in subsidiaries to the extent that it is probable that they will not reverse in the foreseeable future and where the Company has the power to control the reversal date.
– At the time of any transaction, that does not affect the accounting or tax result and does not give rise to temporary differences, taxable and deductible.
r.
Earnings per share – Basic earnings per common share are calculated by dividing consolidated net profit for the year by the weighted average number of outstanding shares during the period, adjusted by repurchased shares retained in treasury. The Company does not have any potentially diluted shares; and therefore, basic and diluted earnings per share are the same.
s.
Finance cost and finance income – Finance income comprises interest income from investments in debt securities, changes in the market value of financial assets at FVTPL and gains on hedging instruments that are recognized in the consolidated statements of comprehensive income, among other concepts. Interest income is recognized when it's occurred probable that the economic benefits will flow to the Company and the amount can be reliably measured. Interest income is recorded on a regular basis, with reference to the capital invested and the effective interest rate.
Finance cost comprise interest costs of loans net of interest cost capitalized on qualifying assets, changes in the market value of profit or loss and financial assets at FVTPL, losses on hedging instruments that are recognized in the consolidated statement of profit or loss comprehensive income, interest paid to the tax authorities, among other items. Borrowing costs that are not directly attributable to the acquisition, construction or production of a qualifying asset are recognized in the consolidated statement of profit or loss comprehensive income, using the effective interest method.
The effective interest rate is the rate that exactly discounts estimated future cash payments or receipts through the expected life of the financial instrument to:
–
the gross carrying amount of the financial asset; or
Operating segments – An operating segment is a component of the Company:1) that is engaged in business activities from which it may earn revenue and incur expenses, including revenues and expenses relating to transactions with other components of the Company, 2) whose operating results are regularly reviewed by Company’s chief operating decision maker (CODM) to make decisions about resources to be allocated to the segment and assess its performance, and 3) for which discrete financial information is available. The Company has determined that its Chief Executive Officer is its CODM. Each of the airports of the Company represents an operating segment. The Company has determined that its reportable segment, based on quantitative thresholding testing, to be the Guadalajara, Tijuana, Puerto Vallarta, San José del Cabo, Montego Bay, Hermosillo and Guanajuato airports. The operating segment information relating to the remaining seven airports are combined and reported under the “Other airports”. The corresponding information related with SIAP (a company that provides highly qualified professional services), CORSA (a company that provides specialized operational services in aeronautical industry), PCP (a company that manages the parking lot operation), ADP (company that provides commercial services), IEM (a company subleasing the cargo operation areas and hangars), AHP (company that manages the operation of hotels), Fundación GAP, (non-profit organization that provides basic and higher education services), DCA, (Spain-based company, shareholder), GWTC (bonded warehouse management company in Guadalajara), DTI (infrastructure research company) and Grupo Aeroportuario del Pacífico, S.A.B. de C.V. (including the investment of this in its subsidiaries) and, as of October 2025, OTC (company dedicated to providing administrative services) all this have been combined and included in the “Other companies” column.
Segment profit and loss is determined based on income before income taxes. The accounting policies used in reporting segment information are the same as those used in the preparation of these consolidated financial statements, except for those investments in subsidiaries that are accounted for under the equity method for purposes of determining segment assets and segment profit and loss reported under the “Other Companies.
u.
Cash flow statement – The Company presents cash flows from operating activities using the indirect method, in which the net income is adjusted for the effects of transactions that do not require cash flows including those associated with investing and financing activities. Additionally, the Company has elected to present cash paid for interest as part of the financing activities and cash received from interest income as part of its operating activities.
4.
Financial risk management
The Company is exposed to the following risks from the use of financial instruments:
-
Credit risk
-
Liquidity risk
-
Market risk
This note presents information about the Company’s exposure to each of the above risks, the objectives, policies and processes of measuring and risk management of the Company. In different sections of these consolidated financial statements, the Company has included additional in-depth disclosures.
As of December 31, 2023, 2024 and 2025, financial instruments held by the Company are comprised of the following:
December 31, 2023
December 31, 2024
December 31, 2025
Financial assets
Cash and cash equivalents
Ps.
10,055,211
Ps.
13,466,027
Ps.
10,453,198
Trade accounts receivables net
2,251,229
2,696,831
3,491,621
Derivative financial instruments
167,696
18,256
Financial liabilities at amortized cost
Short and long-term debt securities
Ps.
31,255,588
Ps.
36,903,722
Ps.
44,403,722
Current and long-term bank loans
9,312,108
11,086,157
8,593,371
Accounts payable (1)
2,743,873
3,241,369
4,232,718
Liabilities for assets in lease
52,691
40,041
95,910
Financial liabilities at Fair Value
Derivative financial instruments
26,990
11,490
-
(1)
Include suppliers, other suppliers, AMP and other accounts payable
Financial risk management objectives– The Audit Committee of the Company is responsible for developing and monitoring the Company’s risk management policies.
The Company’s risk management policies are established for identifying and analyzing potential risks, to set appropriate limits and controls, and for monitoring such risks on an ongoing basis. Policies and risk management systems are reviewed regularly to reflect changes in market conditions and the Company’s activities. The Company, through its training and management standards and procedures, aims to develop an environment of disciplined and constructive control in which all employees understand their roles and obligations.
The Audit Committee of the Company supervises how management monitors compliance with policies and procedures of risk management, and reviews what is appropriate to the risk management framework in relation to the risks faced by the Company. The Audit Committee is supported in its oversight role by the Company’s Internal Audit Function. Internal Audits perform routine and special reviews of controls and risk management procedures, and report their results directly to the Audit Committee.
Credit risk – Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Company and arises primarily from trade accounts receivable and the Company’s investments, including investment funds and derivative financial instruments.
–
Accounts receivable and others – The Company’s exposure to credit risk is influenced mainly by the individual characteristics of each customer. However, management also considers the demographic characteristics of its customers, including the default risk of the industry and country in which its customers operate, as these factors could also affect credit risk, particularly considering the recent economic downturn. The main source of income for the Company is the Passenger Charge Fees (TUA) and leasing revenues from commercial areas in its airports. The TUA is charged to each departing passenger (except diplomat, infant or transit passenger), and is collected by the airlines and subsequently refunded to the airports. For the years ended December 31, 2023, 2024 and 2025 the revenues for TUA represented 48.3%, 46.6% and 45.5% of the total revenues, respectively. The leasing revenues from commercial areas are collected from other clients, which are not airline customers.
The 32.4%, 31.5% and 31.4% of the Company’s revenues in 2023, 2024 and 2025 are derived from the TUA collected by three major client airlines, which collect the TUA and remit it to the airports. However, geographically there is no credit risk concentration because airports are located in different cities in Mexico and Jamaica, and therefore if one airport has an operating problem the other airports would not be affected. In addition, 83.9%, 80.1% and 76.5% of aeronautical and non-aeronautical revenues earned during the years ended December 31, 2023, 2024 and 2025, respectively, were generated by seven of the Company’s airports (Guadalajara, Tijuana, San José del Cabo, Puerto Vallarta, Montego Bay, Guanajuato and Hermosillo).
The Company has a credit policy under which each new customer is analyzed individually for creditworthiness before offering the standard terms and conditions of payment and delivery of the services provided by the Company. The review of the Company includes external ratings, when they are available, and in some cases bank references. Every customer has established credit limits, which must be approved by the Company’s management and are reviewed periodically.
The Company has entered into agreements with all its airline customers to collect the TUA in Mexico, by who receives the payment for the use of the airport services collected from the passengers on behalf of the airports. According to these agreements, each customer airline could have a grace period of up to a maximum of 60 days to reimburse the airport for the TUA paid by passengers. If an airline customer needed a credit term of up to 60 days, it must provide a guarantee to the airport covering this period in the form of a bond, or cash equivalent of 30 days more than the estimated consumption for the credit period requested by that airline.
In the event of insolvency of any airline or a notice by the authorities on suspension of operations, the Company may recover the unpaid amounts regarding TUA up to the value of the guarantee. In order to mitigate credit risk with its customers, mainly TUA, airlines have granted cash guaranties, which are reported as deposits received, in the consolidated statements of financial position, in addition to the cash guaranties of other commercial customers. As of December 31, 2023, 2024 and 2025, the Company has customer deposits received as guarantee of Ps.1,022,148, Ps.1,144,288 and Ps.1,243,627, respectively. These deposits are considered long-term based on the duration of the contracts signed with these airlines and the expectation that they will maintain long-term operations at the Company’s airports.
When reviewing credit risk, management groups the Company’s clients according to their credit characteristics that include whether the customer is an individual or a corporation, if they are airline customers, commercial customers, aging and the existence of previous financial difficulties.
The Company systematically and periodically reviews the aging and collection of trade accounts receivable and recognizes a change in credit loss according to the average loss rated (Note 6).
The Company determines the expected credit losses on these items using a provision matrix, estimated based on the historical experience of credit losses, the past due status of customers and adjusted as appropriate to reflect current conditions and estimates of future economic conditions.
As a result, the credit risk profile of these assets is presented based on their maturity status in terms of the provision matrix. Note 6 includes additional details on the estimate for losses for these assets.
The following tables present information on the exposure to credit risk and expected credit losses for accounts receivable from customers as of December 31, 2023, 2024 and 2025.
Balance of the trade account receivables as of December 31, 2023
Weighted average loss rate
Balance of the trade account
Amount of credit loss
Credit impairment
Current (not past due)
0%
Ps.
2,083,956
Ps.
-
No
1 to 30 days past due
3.50%
124,985
4,413
No
31 to 60 days past due
13.00%
48,939
6,354
No
61 to 90 days past due
16.90%
4,955
839
No
More than 90 days past due
100%
100,540
100,540
Yes
Legal
100%
79,090
79,090
Yes
Ps.
2,442,465
Ps.
191,236
Balance of the trade account receivables as of December 31, 2024
Weighted average loss rate
Balance of the trade account
Amount of credit loss
Credit impairment
Current (not past due)
0%
Ps.
2,500,049
Ps.
-
No
1 to 30 days past due
8.60%
157,478
13,554
No
31 to 60 days past due
27.20%
58,208
15,852
No
61 to 90 days past due
27.60%
14,497
3,994
No
More than 90 days past due
100%
40,618
40,618
Yes
Legal
100%
22,286
22,287
Yes
Ps.
2,793,136
Ps.
96,305
Balance of the trade account receivables as of December 31, 2025
Weighted average loss rate
Balance of the trade account
Amount of credit loss
Credit impairment
Current (not past due)
0%
Ps.
3,266,331
Ps.
-
No
1 to 30 days past due
6.0%
145,487
8,795
No
31 to 60 days past due
7.60%
48,996
3,717
No
61 to 90 days past due
12.00%
30,629
3,677
No
More than 90 days past due
67%
49,517
33,150
Yes
Legal
100%
14,967
14,968
Yes
Ps.
3,555,927
Ps.
64,306
Expected loss rates are based on actual credit loss experience over the past three years. These rates are multiplied by scaling factors to reflect differences between economic conditions during the period in which the historical data has been collected, the current conditions and the Company’s view of economic conditions over the expected life of the trade account receivables.
–
Financial instruments held for trading purposes – The Company limits its exposure to credit risk by investing in government-backed securities. Management constantly monitors credit ratings to anticipate any counterparty defaults.
–
Liquid funds and derivative financial instruments – The credit risk on liquid funds and derivative financial instruments is limited because the counterparties are banks with high credit ratings assigned by recognized rating agencies.
Liquidity risk– The risk of liquidity means the possibility that the Company will have difficulty to fulfill its obligations related to its financial liabilities that will be paid in cash or another financial asset. The Company focuses its liquidity management to ensure, as much as possible, that it will have sufficient liquidity to comply with its obligations at their maturity date, both in normal and in extraordinary conditions, without incurring in unacceptable losses or risking the reputation of the Company.
The Company utilizes its budget, prepared at a cost center level, to allocate resources to render its services, which helps to monitor cash flow requirements and to optimize the performance of its investments. Generally, the Company ensures availability of sufficient cash flows to cover operating expenses for a period of 60 days, including payment of its financial debt, the aforementioned excludes the possible impact of extreme circumstances that are not reasonably predictable, such as natural disasters. The Company has external financing as described in Note 16 for compliance with its obligations under the MDP, whereas for other obligations it uses cash flows from operating activities and resources received at the maturity of its financial investments.
The following is a table with a summary of the Company’s contractual maturities for its financial liabilities, including the interest to be paid, as of December 31, 2025:
9
December 31, 2025
Weighted average of effective interest rate
Less than 1 month
From 1 to 3 months
From 3 months to 1 year
From 1 year to 5 years
More than 5 years
Total
Long-term debt securities (fixed rate)
Ps.
—
Ps.
—
Ps.
—
Ps.
10,878,000
Ps.
12,065,132
Ps.
22,943,132
Long-term debt securities (variable rate)
—
—
—
Fixed rate loans
—
—
5,377,588
16,083,003
-
21,460,591
Variable rate bank loans
—
—
3,431,640
—
205,662
3,637,302
Fixed rate interest
-
-
215,600
4,740,469
-
4,956,069
Variable rate interest
8.64
%
9,953
594,929
1,144,437
5,080,126
1,020,395
7,849,840
Cash flow hedges
7.28
%
113,297
414,383
1,080,135
3,318,879
405,850
5,332,544
Trade accounts payable and other payables
N/A
737,736
2,099,711
—
—
—
2,837,447
AMP
N/A
—
—
828,975
—
—
828,975
'Liabilities for assets in lease
N/A
1,502
3,004
13,520
77,884
—
95,910
Ps.
862,488
Ps.
3,112,027
Ps.
12,091,895
Ps.
40,178,361
Ps.
13,697,039
Ps.
69,941,810
The interest payable from loans with variable interest rates was determined based on projected interest rates, plus the basis point adjustment corresponding to each bank loan.
The Company has bank loans, which include, among other obligations, restrictions that limit the destination of the resources, in addition to maintaining some financial ratios, as disclosed in Note 16 and Note 33, the Company issues debt Securities in Mexico and enters into bank loans to finance capital expenditures and refinance maturities.
Market risk –Is the risk that changes in market prices, such as exchange rates, interest rates and prices of equity instruments that may affect the amount of the Company’s financial instruments. The Company’s market risk management objectives include controlling the risk exposures between acceptable parameters, while optimizing profits.
The Company in certain cases enters into derivatives instrument contracts to manage market risks. These transactions are in-line within the policies established by management. The Company also applies hedge accounting to minimize the volatility in profit or loss associated with certain financial instruments.
–
Foreign exchange risk – The Company is exposed to currency risk for its revenues and trade accounts receivable denominated in a currency other than the functional currency of the Company. The foreign currencies in which transactions are primarily denominated is the U.S. dollar (USD) (Note 29).
In Mexico, the tariffs to be charged to international passengers and international flights are published in the Official Gazette of the Federation (Diario Oficial de la Federación) in USD, however, in accordance with Mexican law these tariffs are billed and collected in Mexican pesos. A significant depreciation of the peso during the last two months in each year could lead to an increase in aeronautical revenues that could lead to exceeding the maximum tariff per traffic unit allowed, which may be a breach of compliance with the
Concession’s maximum rates of each airport. If a significant depreciation of the peso occurs, the Company may be required to provide discounts to avoid exceeding the maximum tariffs. On the other hand, a significant appreciation of the peso could lead to our rates substantially decreasing. The Company has no way to recover the lost revenue if it charges less than the maximum rate as a result of a significant appreciation of the peso.
In MBJ, the tariffs are billed and charged to domestic and international passengers in USD, which are assimilated into a fixed amount for 12 months (from April to March), and then updated for inflation in the United States. In January 2020, the new tariffs approved by the Jamaican Civil Aviation Authority (JCAA) in December 2019 came into effect, where the increase in the rate for international passengers was USD$19.34 to USD$24.74 per person and domestic passenger’s tariffs remained at USD$5.52 per person. Therefore, the Company’s revenues would not be exposed to a possible devaluation or appreciation of the Jamaican dollar against the US dollar.
In PACKAL, the tariffs are billed and charged to domestic and international passengers in USD, which they are assimilated into a fixed amount for 12 months (from April to March), and then updated for inflation in the United States. In April 2020, the new tariffs approved by the Jamaican Civil Aviation Authority (JCAA) in December 2019 came into effect, where the increase in the rate for international passengers was USD$16.81 to USD$28.80 per person and increase in domestic passenger’s tariffs was USD$5.83 to USD$9.99 per person, therefore, the Company’s revenues would not be exposed to a possible devaluation or appreciation of the Jamaican dollar against the US dollar.
While the Company can ensure that it does not exceed the maximum rates in Mexico as mentioned above, the depreciation of the Mexican peso can have a positive effect on commercial revenues and aeronautical revenues, while that appreciation of the Mexican peso generally has a negative effect. The rates applied to international passengers, international flights and some of our commercial contracts are denominated in USD and are billed and collected in Mexican pesos translated at the average exchange rate of the previous month. Therefore, the depreciation of the Mexican peso against the dollar results in the Company obtaining more Mexican pesos than before the depreciation, while the appreciation of the Mexican peso against the USD results in the Company obtaining less Mexican pesos. As the Mexican peso appreciates against the USD, the Company obtains fewer Mexican pesos which could result in a decrease in profit, especially if the appreciation continues or exceeds historical levels. In addition, although most of our operating costs are denominated in pesos, we cannot predict whether our cost of services will increase as a consequence of the depreciation of the peso, or as a result of other factors.
In MBJA and PACKAL, expenses are comprised 70% in USD, with the rest payable in Jamaican dollars. An appreciation of the Jamaican dollar would therefore increase expenses in USD terms.
The following is a sensitivity analysis of the Company financial assets and liabilities denominated in USD, if the peso were to depreciate or appreciate by 10%, which is the amount management considers reasonably possible of occurring at year end:
USD amounts on December 31, 2025
Peso amounts at exchange rate of Ps.17.9667 on December 31, 2025
Peso amounts if exchange rate depreciated 10%
Peso amounts if exchange rate appreciated 10%
Thousands of U.S. dollars:
Financial assets:
176,678
3,174,315
2,885,741
3,491,746
Cash and cash equivalents
19,864
Ps.
356,894
Ps.
324,449
Ps.
392,583
Trade accounts receivable
196,542
3,531,209
3,210,190
3,884,329
Financial liabilities:
Accounts payable
(57,000
)
(1,024,099
)
(930,999
)
(1,126,508
)
Bank loans
(290,447
)
(5,218,372
)
(4,743,974
)
(5,740,209
)
(347,447
)
Ps.
(6,242,471
)
Ps.
(5,674,973
)
Ps.
(6,866,717
)
Net asset position
(150,905
)
Ps.
(2,711,262
)
Ps.
(2,464,783
)
Ps.
(2,982,388
)
Interest rate risk – The Company is exposed to fluctuations in interest rates on financial instruments, such as investments, loans and debt issuances. The Company monitors its interest rate risk and when bank loans are entered into with variable interest rates, it determines whether it should enter into derivative financial instruments, in order to reduce its exposure to the risk of volatility in interest rates type CAP and SWAPS. The negotiation with derivative financial instruments is only entered into with institutions of high repute and credit rating. The Company does not enter into operations for speculative purposes.
The Company was exposed to LIBOR reference interest rate, which is subject to the reference interest rate reform. As indicated in Note 16, the loans include debt contracted at a variable rate in US dollars. The Company adopted the transition to new benchmark interest rates, this includes announcements made by regulators of LIBOR on the transition to SOFR rate.
As a result of this, the Company determined that LIBOR exposure allowed an easy transition to the new SOFR reference rate beginning in September 2023, the Company’s derivative instruments only hedge the positions at a variable rate in pesos (Note 15).
Fluctuations in interest rates impact primarily loans, changing either their fair value (fixed rate debt) or their future cash flows (variable rate debt). Management does not have a formal policy to determining how much exposure the Company should have to fixed or variable rates. However, when getting new loans, management uses its judgment to decide if it believes that a fixed or variable rate would be more favorable during the term of the loan.
The following sensitivity analysis has been determined based on the exposure to interest rates for both derivatives and non-derivative financial instruments at the end of the reporting period. For loans with variable interest rates, an analysis is prepared assuming the amount of outstanding liability at the end of the reporting period under review has been the current liability for the year. The sensitivity analysis used assumes an increase or decrease of 100 basis points, which is the change management considers reasonably possible of occurring at year end.
The Company has financial debt denominated in pesos and U.S. dollars, which accrues interest at a variable rate based on TIIE 28-days and SOFR 1-month, respectively. If on the 2025 of year-end closing date the variable interest rates to which the Company is exposed had been 100 basis points (higher) or lower than the interest rate at year-end with the other variables remaining constant, the effect on net income and stockholders’ equity for the years ended December 31, 2023, 2024 and 2025 would have been as follows:
2023
2024
2025
Effect in case of interest rate increase in 100 basis points
Variable rate long term debt
Ps.
(300,056
)
Ps.
(326,275
)
Ps.
(282,591
)
Effect in case of interest rate decrease in 100 basis points
Variable rate long term debt
Ps.
300,056
Ps.
326,275
Ps.
(282,591
)
On February 27, 2019, the Company contracted Scotiabank for a derivative financial transaction by exchange of interest rates (SWAPS) in order to hedge the risk of increasing the TIIE rate the tranche of the “GAP 19” debt securities for a value of Ps.3,000,000 that accrues an interest rate TIIE and is swapped for 8.03%, until the expiration of the debt securities. Changes in fair value are recognized temporarily through other comprehensive income within equity and profit and loss as hedging reserve and are recycled to financial expenses as the interest of the debt securities are recognized, the derivative is only for TIIE and concluded with the payment of principal on March 22, 2024.
On March 2, 2020, the Company contracted Scotiabank for a derivative financial transaction by exchange of interest rates (SWAPS) in order to hedge the risk of increasing the TIIE rate the tranche of the “GAP 20” debt securities for a value of Ps.3,000,000 that accrues an interest rate TIIE and is swapped for 6.33%, until the expiration of the debt securities. Changes in fair value are recognized temporarily through other comprehensive income within equity and profit and loss as hedging reserve and are recycled to financial expenses as the interest of the debt securities are recognized, the derivative is only for TIIE rate, and concluded with the payment of principal on February 06, 2025.
On March 1, 2022, the Company contracted Bank of Nova Scotia two derivative financial transaction by exchange of interest rates (SWAPS) in order to hedge the risk of increasing the 30-day Libor interest rate, currently SOFR 1-month, on two loans held by MBJA in U.S. dollars totaling USD$34.0 million. The USD$4.0 million SOFR 1-month interest plus 3.10% bearing loan was swapped at a rate of 1.59%, until maturity of the loan. The second loan of USD$30.0 million bearing interest at SOFR 1-month plus 2.85% plus the 1-month SOFR rate, which was exchanged at a rate of 1.785%, and concluded with the refinancing of the loan on September 1, 2025.
Changes in the fair value are recognized in other comprehensive income in the consolidated statement of income and other comprehensive income and are presented in the hedge reserve and are recycled to financial expenses to the extent that the interest of the associated debt is recognized, the derivative is only for SOFR 1-month rate.
The interest rate profile of the Company interest-bearing financial instruments as of December 31, 2023, 2024 and 2025 is as follows:
2023
2024
2025
Fixed-rate instruments
Financial liabilities
Ps.
(18,798,036
)
Ps.
(21,096,385
)
Ps.
(26,580,434
)
Effect of interest rate swaps
(6,709,527
)
(3,689,122
)
-
Ps.
(25,507,563
)
Ps.
(24,785,507
)
Ps.
(26,580,434
)
Variable-rate instruments
Financial liabilities
(21,769,660
)
(26,893,494
)
(26,416,660
)
Effect of interest rate swaps
6,709,527
3,689,122
-
Ps.
(15,060,133
)
Ps.
(23,204,372
)
Ps.
(26,416,660
)
As of December 31, 2023, 2024 and 2025, the amounts at the reporting date relating to items designated as hedged items were as follows:
2023
2024
2025
Interest rate risk
Variable-rate instruments
Change in value used for calculating hedge ineffectiveness
Ps.
(226,307
)
Ps.
(116,064
)
Ps.
6,548
Cash Flow hedge reserve
60,720
(4,583
)
-
The amounts relating to items designated as hedging instruments and hedge ineffectiveness as of December 31, 2023, 2024 and 2025, were as follows:
2023
2024
2025
Interest rate risk
Interest rate swaps
Nominal amount
Ps.
6,709,527
Ps.
3,689,122
Ps.
-
Carrying amount
60,720
(4,583
)
-
Line item in the consolidated statement of financial position where the hedging instrument is included
Derivative financial instruments (liabilities)
Changes in the value of the hedging instrument recognized in OCI
Ps.
(120,038
)
Ps.
(102,873
)
Ps.
6,548
'Line item in profit or loss affected by the reclassification
Finance costs
Amount reclassified from costs of hedging reserve to profit or loss
Ps.
20,175
Ps.
9,583
Ps.
-
The following tables provides a reconciliation by risk category of components of equity and analysis of OCI items and net of tax, resulting from cash flow hedge accounting as of December 31, 2023, 2024 and 2025:
2023
2024
2025
Cash flow hedges
Hedge Reserve
Hedge Reserve
Hedge Reserve
Balance on January 1
Ps.
130,624
Ps.
60,720
Ps.
(4,583
)
Changes in fair value
(120,038
)
(102,873
)
6,548
Amount reclassified to profit or loss
20,175
9,583
-
Changes in deferred tax asset
29,959
27,987
(1,965
)
Balance at December 31
Ps.
60,720
Ps.
(4,583
)
Ps.
-
–
Sensitivity analysis for hedge accounting - The methodology used was a sensitivity analysis calculating the estimated fair value based on variations in each of the reference variables individually (keeping the other variables fixed). We emphasize that the sensitivities in the market value consider the change to international standards (IFRS), therefore, it is included in the counterparty risk in the valuation process and in the respective measurement of sensitivities in the fair market value. In the case of sensitivity to reference interbank interest rates, the three scenarios analyzed are:
-
Likely: decrease over the entire curve of 25 basis points (0.25%)
-
Possible: decrease over the entire 50 basis point curve (0.50%)
-
Stress: decrease over the entire curve of 100 basis points (1.00%)
During 2020, the company entered into SWAPS interest rate contracts to cover the interest payments of the “GAP 20” during 2020, referenced to floating interbank interest rates. With these instruments, GAP will pay amounts based on a fixed rate and will receive amounts based on the TIIE reference rate at the valuation date.
For accounting purposes under IFRS, the Company has designated these contracts as cash flow hedges, so changes in fair value will be recognized through other comprehensive income. The fair value of these instruments is exposed to decreases in interbank interest rates, such exposure is included in the sensitivity table of derivative financial instruments. The Company estimates that an increase in the reference rates would have similar exposures but opposite. As of December 31, 2025, and the GAP 19 and GAP 20 debt securities concluded with the payment of principal on March 22, 2024, and February 6, 2025, respectively.
During 2022, the Company entered into two SWAPS as cash flow hedges to hedge the risk of an increase in the SOFR 1-month rate on two loans held by MBJA in U.S. dollars. Changes in the fair value are recognized in other comprehensive income in the consolidated statement of income and other comprehensive income and are presented in the hedge reserve and are recycled to financial expenses to the extent that the interest of the associated debt is recognized, the derivative only hedge the SOFR 1 month rate and concluded with the refinancing of the loan on September 1, 2025.
Due to the SWAPS coverages have already concluded with the payment of the debt principal, it is no longer necessary to perform the analysis sensitivity for coverage.
Decrease in interbank interest rates (basis points)
Likely
Possible
Stress
Type of derivative, value or contract
Hedge type
(25 bps)
(50 bps)
(100 bps)
Hedge accounting derivatives
Cash flow
Ps.
(4,087
)
Ps.
(8,183
)
Ps.
(16,407
)
Total effect on fair value
Ps.
(4,087
)
Ps.
(8,183
)
Ps.
(16,407
)
Capital Management – The policy of the Board of Directors of the Company is to maintain a strong capital position to provide confidence to its investors, creditors, and the market and to sustain future development of the business. The Board of Directors monitors the return on equity, which the Company defines as the net profit divided by the total stockholders' equity.
The Board of Directors seeks to maintain the optimal balance for the ratio between total liabilities and the stockholders' equity, which may result from increased levels of bank loans up to the financial structure that it deems optimal, therefore, management seeks authorization from the Board of Directors for any additional debt issuances or for the prepayment of debt. While total liabilities grow in relation to equity and net profit continues to increase, the Company will generate higher returns on capital. The Company has no obligation to maintain a ratio of equity to total liabilities in particular.
The following table shows the ratio of stockholders’ equity to total liabilities of the Company as of December 31, 2023, 2024 and 2025:
2023
2024
2025
Shareholders’ equity –controlling interest
Ps.
19,781,783
Ps.
22,345,799
Ps.
22,470,451
Total liabilities
46,500,212
57,031,334
63,304,344
Ratio of total Shareholders’ equity – controlling interest to liabilities
0.4
0.4
0.4
The Company may elect to repurchase its own shares in the stock market, under the following terms and conditions:
–
The acquisition has to be previously approved at a Shareholders Meeting and be at market price (except in the case of public offerings or auctions authorized by the stock market).
–
If the acquisition is made against the Company’s Shareholders equity and reflects the acquisition within the repurchased shares account. If the Company decides to cancel the shares it reduces common stock accordingly.
–
Announcing the amount of common stock issued and paid when determining the authorized stock for repurchase. The Ordinary Shareholders Meeting shall expressly agree, for each year, the maximum amount of funds that may be used for the repurchase of the Company’s shares, with the only limitation that the sum of the resources that can be used for this purpose, in no event shall exceed the total balance of retained earnings of the Company.
As long the shares belong to the Company, they are not subject to vote at the Company’s Shareholders’ Meeting, nor do they provide rights or economic benefits and are also not considered when determining a quorum to vote.
During the year, there was no change in the Company’s capital management policy. The Company is not subject to external equity requirements, except for those corresponding to the minimum common stock required by Mexican Companies Law (Ley General de Sociedades Mercantiles).
Fair value of the financial instruments – Except for loans and debt securities, management believes the carrying amounts of financial assets and financial liabilities, recognized at amortized cost in the consolidated financial statements, approximate their fair value due to their short-term maturities.
As of December 31, 2023, 2024 and 2025, the fair value of financial liabilities recognized at amortized cost was Ps.40,836,961, Ps.48,256,614 and Ps.52,859,408, respectively, while their book value is Ps.41,004,371, Ps.48,454,441 and Ps.53,664,374, respectively. The fair value of loans is determined in accordance with generally accepted pricing models based on discounted cash flow analysis determined in accordance with Level 2 of fair value.
The fair value of financial assets and liabilities is determined as follows:
–
Quoted prices (unadjusted) in active markets for identical assets or liabilities (Level 1);
–
Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e., derived from prices) (Level 2); and
–
Inputs for the asset or liability that are not based on observable market data (unobservable inputs) (Level 3)
The fair value of the derivative financial instruments is determined based on the effect of the relevant economic variables in the future, according to the market valuation curves as of the reporting date and is analyzed with the total exposure in which the Company assigns to variations in the interest rates.
Financial instruments recognized at fair value are categorized according to the fair value hierarchy into levels 1 to 3, and are based on the degree to which their fair value is objectively observable, are:
–
Financial instruments classified as fair value – Are classified within Level 2 of the fair value hierarchy.
–
Derivative financial instruments – Are classified within Level 2 of the fair value hierarchy.
5.
Cash and cash equivalents
As of December 31, 2023, 2024 and 2025, the balances are comprised of the following:
December 31, 2023
December 31, 2024
December 31, 2025
Cash
Ps.
1,796,444
Ps.
1,261,199
Ps.
3,117,329
Investments of cash surpluses
8,258,622
12,204,662
7,335,677
Cash equivalents designated for expenditure, held in trust in short term
145
166
192
Total
Ps.
10,055,211
Ps.
13,466,027
Ps.
10,453,198
6.
Trade accounts receivable - net
As of December 31, 2023, 2024 and 2025, the trade accounts receivable was comprised of the following:
The accounts receivable includes balances to be reimbursed to the Company by domestic and international airlines for passengers charges (TUA) of Ps.1,745,152, Ps.2,054,031 and Ps.2,722,588 as of December 31, 2023, 2024 and 2025, respectively. Passenger charges are payable for each passengers (other than diplomats, infants, transfer and transit passengers) departing from the airport terminals operated by the Company and are collected by the airlines and subsequently remitted to the Company.
The movements for allowance for expected credit loss are recognized under operating cost in the consolidated statement of profit or loss and other comprehensive income.
2023
2024
2025
Beginning balance
Ps.
(202,621
)
Ps.
(191,236
)
Ps.
(96,305
)
Allowance for ECL
(43,348
)
(24,459
)
(27,335
)
Reversal of allowance for ECL
54,733
119,390
59,334
Ending balance
Ps.
(191,236
)
Ps.
(96,305
)
Ps.
(64,306
)
The allowance for expected credit loss includes customer balances that are in litigation or bankruptcy procedure and legal proceedings, which at the date of the consolidated financial statements are not yet completed. As of December 31, 2023, 2024 and 2025 these balances amounted to Ps.79,090, Ps.22,286 and Ps.14,968, respectively.
The allowance also includes customer balances in arrears in their payments and in the process of regularization; therefore, these are not yet in legal proceedings at year-end. As of December 31, 2023, 2024 and 2025 the amount of these balances are to Ps.112,146, Ps.73,084 and Ps.32,598, respectively. During 2023, 2024 and 2025, the Company recognized reversals of allowance of the balances that were in a legal process with an unfavorable outcome for the Company, the amount of these bad debt expense totaled Ps.42,243, Ps.117,113 and Ps.40,610, respectively also decreasing the balance of accounts receivable. The reversal of bad debts had no effect on the operating results of the Company during 2023, 2024 and 2025. In 2023, 2024 and 2025 cancellations were for Ps.12,490, Ps.2,277 and Ps.18,724, respectively.
The allowance for expected credit loss of trade accounts receivable and contracts assets are based on assumptions about the probability and severity of expected loss. The Company applies its judgment to make these assumptions, selecting key input data for the calculation of such estimate based on historical, existing market conditions and prospective estimates at the end of each reporting period.
The following are past due balances of accounts receivable, for which there has not been reserve of allowance for expected credit loss, according to the Company’s policy and their maturity date:
December 31, 2023
December 31, 2024
December 31, 2025
Accounts receivables past due from 1 to 30 days
Ps.
124,985
Ps.
198,096
Ps.
145,488
Accounts receivables past due 31 to 60 days
48,939
58,208
48,995
Accounts receivables past due 61 to 90 days
17,409
22,496
31,384
Accounts receivables past due more than 90 days
5,967
1,511
330
Ps.
197,300
Ps.
280,311
Ps.
226,197
The following is the percentage of the main clients of the Company in relation to the total of the trade accounts receivable, segregating the accounts receivable of airport services (SAE) and the passengers charges (TUA) that correspond to the amounts that airlines recover from passengers on behalf of the Company and subsequently pay:
December 31, 2023
December 31, 2024
December 31, 2025
% receivable of TUA
% receivable of SAE
% receivable of TUA
% receivable of SAE
% receivable of TUA
% receivable of SAE
Concesionaria Vuela Compañía de Aviación, S.A.P.I. de C.V.
20.9
%
2.3
%
20.3
%
2.2
%
31.5
%
2.0
%
Aeroenlaces Nacionales, S.A. de C.V.
19.0
%
1.7
%
20.1
%
0.1
%
19.1
%
1.0
%
Aerovías de México, S.A. de C.V.
7.5
%
0.6
%
8.3
%
0.7
%
8.0
%
0.5
%
American Airlines, Inc.
3.5
%
1.9
%
4.3
%
0.5
%
0.2
%
0.2
%
The Company has cash, bonds and other assets that guarantee certain amounts from TUA as well as accounts receivable from clients as of December 31, 2023, 2024 and 2025. These guarantees could be applied to any unpaid balance in the event of a breach from clients and under certain circumstances.
The Company limits its exposure to credit risk from trade accounts receivable by establishing a maximum payment period of 30 and 60 days for airlines and from 5 to 30 days for commercial customers, respectively.
7.
Machinery, equipment and improvements on leased assets - net
As of December 31, 2023, 2024 and 2025, the machinery, equipment and improvements on leased assets are comprised as follows:
As of December 31, 2023, 2024 and 2025, the net balances of machinery, equipment and improvements on leased assets are:
December 31, 2023
December 31, 2024
December 31, 2025
Net amounts:
Machinery and equipment
Ps.
3,076,751
Ps.
3,198,965
Ps.
3,119,415
Office furniture and equipment
223,473
361,494
344,743
Computer equipment
678,977
677,776
517,953
Transportation equipment
58,782
91,395
88,381
Communication equipment
31,035
20,163
22,284
Property and improvements on leased assets
483,265
469,315
430,266
Total amounts
Ps.
4,552,283
Ps.
4,819,108
Ps.
4,523,042
On September 27, 2023, the Company through of its subsidiary ADP, carried out a transaction for the acquisition of 100% of the shares of the Mexican company Inmuebles Especializados Matrix, S.A. de C.V. (IEM), which is dedicated to the sublease of cargo operation areas, hangars and operational areas of the Tijuana Airport polygon. Derived from the acquisition, investments were recognized in the category of Machinery, equipment and improvements on leased assets for Ps.326,801 through the business combination.
On June 20, 2024, the Company closed and paid the transaction for the acquisition of 51.5% of the shares of the Mexican company Guadalajara World Trade Center, S.A. de C.V. (“GWTC”), which specializes in handling, storage and custody services for international trade goods in facilities qualified as bonded warehouses at the Guadalajara Airport and the Puebla Airport. As a result of the acquisition, investments of Ps.34,415 were recognized in Machinery, equipment and improvements to leased buildings through the business combination.
As of December 31, 2025, the Company has several buildings under operating leases for office use. In Note 14.b and 31, the costs and obligations under these leases are disclosed.
8.
Improvements to concession assets - net
As of December 31, 2023, 2024 and 2025, the improvements to concession assets are comprised as follows:
Balance as of January 1, 2023
Additions
Divestitures
Transfers
Currency translation effect
Balance as of December 31, 2023
Investment:
Improvements to concession assets
Ps.
22,105,909
Ps.
3,466,108
Ps.
(45,609
)
Ps.
1,474,633
Ps.
(497,455
)
Ps.
26,503,586
Construction in-progress
6,568,212
7,311,966
—
(1,474,633
)
(35,647
)
12,369,898
Total investment
28,674,121
10,778,074
(45,609
)
—
(533,102
)
38,873,484
Accumulated amortization
(8,413,628
)
(1,578,061
)
10,496
—
104,953
(9,876,240
)
Net amounts
Ps.
20,260,493
Ps.
9,200,013
Ps.
(35,113
)
Ps.
—
Ps.
(428,149
)
Ps.
28,997,244
Balance as of January 1, 2024
Additions
Divestitures
Transfers
Currency translation effect
Balance as of December 31, 2024
Investment:
Improvements to concession assets
Ps.
26,503,586
Ps.
1,662,838
Ps.
(45,073
)
Ps.
7,522,852
Ps.
803,410
Ps.
36,447,613
Construction in-progress
12,369,898
6,917,645
—
(7,522,852
)
128,671
11,893,362
Total investment
38,873,484
8,580,483
(45,073
)
—
932,081
48,340,975
Accumulated amortization
(9,876,240
)
(1,533,638
)
35,443
—
(354,224
)
(11,728,659
)
Net amounts
Ps.
28,997,244
Ps.
7,046,845
Ps.
(9,630
)
Ps.
—
Ps.
577,857
Ps.
36,612,316
Balance as of January 1, 2025
Additions
Divestitures
Transfers
Currency translation effect
Balance as of December 31, 2025
Investment:
Improvements to concession assets
Ps.
36,447,613
Ps.
2,609,074
Ps.
(8,624
)
Ps.
4,416,253
Ps.
(472,567
)
Ps.
42,991,749
Construction in-progress
11,893,362
7,145,566
—
(4,416,253
)
(153,501
)
14,469,174
Total investment
48,340,975
9,754,640
(8,624
)
-
(626,068
)
57,460,923
Accumulated amortization
(11,728,659
)
(1,715,996
)
3,701
—
260,304
(13,180,650
)
Net amounts
Ps.
36,612,316
Ps.
8,038,644
Ps.
(4,923
)
Ps.
-
Ps.
(365,764
)
Ps.
44,280,273
As of December 31, 2023, 2024 and 2025, the net amounts of improvements to concession assets are:
Total balance as of
December 31, 2023
December 31, 2024
December 31, 2025
Net amounts:
Improvements to concession assets
Ps.
16,627,346
Ps.
24,718,954
Ps.
29,811,099
Construction in-progress
12,369,898
11,893,362
14,469,174
Total amounts
Ps.
28,997,244
Ps.
36,612,316
Ps.
44,280,273
Improvements to concession assets are comprised by intangible assets from additions and improvements to such assets in accordance with IFRIC 12, as well as other investments that have been carried out to the infrastructure of the airports qualifying as intangible assets, even though they are not in committed investments in the MDP.
As of December 31, 2023, 2024 and 2025, the balance of machinery, equipment, improvements on leased assets and improvements to concession assets includes investments pending to be paid in Mexican airports of Ps.904,486, Ps. 1,193,561 and Ps.1,578,524, respectively. Construction in-progress relates mainly the building of a taxiway, new parking building and roads at the Guadalajara airport, rehabilitation of taxiway in Puerto Vallarta airport, the rehabilitation of the runway and SSEI building at the Bajío Airport, the expansion of the New Transit Processing Building at the Tijuana Airport, the expansion, remodeling, and reconfiguration of Terminal 2, and the expansion of the platform at San José del Cabo Airport, the expansion of the terminal building in Mexicali and the, expansion of the taxiway of the Kingston Airports as well as the expansion of the terminal at the Montego Bay airport.
9.
Airport concessions
a.
Mexican Concessions
As described in Note 1.a, the Mexican Government granted concessions to manage, operate and develop 12 airports, and benefit from the use of the airport facilities over a 50-year term beginning November 1, 1998.
The value of airport concessions and rights to use airport facilities were determined as explained in Note 1.a, and paid by GAP through the issuance of shares to the Mexican Government.
The table below shows the values of airport concessions and rights to use airport facilities as of December 31, 2023, 2024 and 2025:
2023
2024
2025
Acquisition cost
Ps.
15,938,359
Ps.
16,600,878
Ps.
16,600,878
assigned to:
Rights to use airport facilities (Note 10):
Runways, aprons, platforms
Ps.
519,057
Ps.
519,057
Ps.
519,057
Buildings
577,270
577,270
577,270
Other facilities
91,241
91,241
91,241
Land
930,140
930,140
930,140
2,117,708
2,117,708
2,117,708
Airport concessions
13,820,651
13,820,651
13,820,651
Right of use of concessioned assets
-
662,519
662,519
13,820,651
14,483,170
14,483,170
Ps.
15,938,359
Ps.
16,600,878
Ps.
16,600,878
The original amortization term for the concessions is 49 years. As mentioned in Note 1.a, the concession value was assigned in August 1999, the date in which the amortization term began, and will run through November 2048. As regards the right of use of concessioned assets, their amortization period will be from January 1, 2025, until the end of the concession.
Each airport concession agreement contains the following terms and basic conditions:
–
The concessionaire has the right to manage, operate, maintain and use the airport facilities and carry out any construction, improvements, or maintenance of facilities in accordance with its MDP, and to provide airport, complementary and commercial services. The Company’s investment plans under the MDP must be updated every five years starting from 2000 and approved by the SICT. Each concessionaire is required to make minimum investments at each airport under the terms of its MDP.
–
The concessionaire will use the airport facilities only for the purposes specified in the concession, will provide services in conformity with the law and applicable regulations, and be subject to inspections by the SICT.
–
The concessionaire must pay a tax for the use of the assets under concession (currently 5% of the concessionaire’s annual gross revenues derived from the use of public property), in conformity with the Mexican Federal Tax Act. In accordance with the terms of the concessions and Mexican Federal Tax Act, the Mexican Congress may review each year the percentage and criteria upon which this tax is levied. As a result of this review process, in October 2023, an increase in the tax percentage from 5% to 9% was determined, applicable beginning in 2024.
–
The concessionaire assumed ASA’s rights and obligations derived from airport-related agreements with third parties.
–
ASA has the exclusive right to supply fuel for consumption at the airport.
–
The concessionaire must grant free access to specific airport areas to certain Mexican Government agencies so that they may carry out their activities within the airport.
According to Article 27 of the General Law on Airports, the concession may be revoked if the concessionaire breaches any of its obligations established therein or falls under any of the causes for revocation referred to in Article 26 of the law and in the concession agreement. The breach of certain concession terms may be cause for revocation if the SICT has applied in two firm sanctions during the period of 10 years.
–
The SICT may modify concession terms and conditions that regulate the Company’s operations in accordance to the General Law on Airports.
–
On October 19, 2023, the AFAC notified to the Company that it modified the Tariff Regulation bases establish in the Appendix 7 of the concession agreement. These bases have an application immediately, however, it respects the MDP and the current maximum tariff 2024, it approved for the period 2020-2024. The main changes were the determination of the discount rate that must be calculated using the methodology of weighted average cost of capital, instead of cost of capital. In addition, the new bases consider an adjustment to the reference value if the actual traffic units of the previous five-year period have been 3% higher than the projected traffic units for those periods, the adjustment will be made under regulated revenues less the concession rights of surplus revenues; this change would be applicable for the period 2025-2029. Other changes exist such as the determination of terminal value, as well as the redistribution of values of reference between the airports mainly.
–
The concession may be renewed in one or more instances for terms that do not exceed an additional 50 years.
b.
Sangster International Airport (MBJ)
As disclosed in Note 1.a, the Company acquired DCA in 2015, which holds a 74.5% stake in MBJA in 2015, located in Montego Bay, Jamaica. MBJA has a concession to operate, maintain and operate the airport for a period of 30 years, counted as of April 12, 2003. GAP consolidates thus subsidiary since April 2015. However or at the same time on July 26, 2024, it was announced that the modifications to the Concession Contract with the AAJ of the Montego Bay airport, derived from the effects suffered by the Concessionaires during the COVID-19 pandemic, have been signed. The main modification was the concession period, which will expire thirty-one (31) years after the start date of the contract, that is March 2034.
The concession of MBJ contains the following terms and conditions:
–
On April 3, 2003, MBJ entered into a concession agreement with AAJ pursuant to which Authority granted MBJA the right to rehabilitate, develop, operate and maintain MBJ. The MBJA is thereby designated as the approved airport operator and permitted to undertake the functions of AAJ, regarding MBJ. The agreement was amended on December 16, 2005 and further amended on April 12, 2006.
–
The concession agreement requires MBJA to provide the airport services set out therein at MBJ.
–
Through its concession agreement, MBJA is obliged to pay AAJ a monthly concession tax on the basis of traffic units (passengers) multiplied by the rate established in the concession. The rate is subject to an annual adjustment according to the National Consumer Price Index in the United States (CPI). MBJA is also required to pay an additional concession tax equal to 45% of any revenues earned in excess of the forecast revenues established in the Concession Agreement. This additional concession tax is for over the period from April to March of each year, with payment required annually.
–
For the years ended December 31, 2023, 2024 and 2025 the Company recognized as concession taxes USD$44.2 million (Ps.784.8 millions), USD$45.8 million (Ps.837.8 millions) and USD$37.3 million (Ps.717.3 millions), respectively for the payment of concession fees.
–
The concession agreement is governed by Jamaican laws and MBJA cannot assign its rights or obligations under the agreement (except by way of security for indebtedness, and without the prior written consent of AAJ).
–
AAJ can terminate the concession agreement in the event of default of MBJA including insolvency of MBJA or its shareholders (if the latter had a material adverse effect on MBJA), cessation of business, material breach by MBJA of the concession agreement including non-payment of any amount due within 60 days after the due date, change of control, bribery or corruption or failure by the shareholders to provide equity funding required by applicable documents.
–
In addition, the MBJA may terminate the concession agreement in the event of a material breach by the AAJ which has a material adverse effect on the business of the MBJ or expropriation or other material adverse action by the Jamaican Government.
As disclosed in Note 1.a, on October 10, 2018, PACKAL entered into a concession agreement the NMIA with AAJ through which the Authorities granted to PACKAL the right to operate, modernize and expand NMIA, therefore, PACKAL is designated as the approved airport operator and permitted to undertake the functions of AAJ with respect to NMIA, and took over control on October 10, 2019.
The NMIA Concession contains the following terms and conditions:
–
Through the Concession agreement, PACKAL is obliged to pay the AAJ a monthly concession tax of 62.01% of the total aeronautical and non-aeronautical revenues based on the gross revenues. On July 26, 2024, it was announced that the concession fee rate was reduced to 53.22%, effective retroactively from September 11, 2023 through the end of the concession term. For the years ended December 31, 2023, 2024 and 2025 the Company recognized USD$41.3 million (Ps.733.6 million), USD$36.4 million (Ps.665.6 million) and USD$41.1 million (Ps.791.1 million), respectively, for the payment of concession fees.
–
The concession agreement is governed by Jamaican laws and PACKAL cannot assign its rights or obligations under the agreement (except by way of security for indebtedness, without the prior written consent of AAJ).
–
The AAJ can terminate the concession agreement in the event of a default of PACKAL including insolvency of PACKAL or its shareholders, cessation of business, material breach by NMIA of the concession agreement including non-payment of any amount due within 60 days after the due date, change of control, bribery or corruption or failure by the shareholders to provide equity funding required by applicable documents. Furthermore, PACKAL may terminate the concession agreement in the event of a material breach by AAJ which has a material adverse effect on the business of NMIA or expropriation or other material adverse action by the Jamaican Government.
The value of the concessions as of December 31, 2023, 2024 and 2025 is as follows:
December 31, 2023
December 31, 2024
December 31, 2025
Mexican airport concessions
Ps.
13,820,651
Ps.
14,483,170
Ps.
14,483,170
Concession airport MBJA (fair value on date of acquisition in USD$176,086,000) (1)
2,974,709
3,568,964
3,163,684
Concession airport NMIA (upfront fees on date of acquisition in USD$7,146,500)
120,729
144,847
128,399
Less - accumulated amortization (2)
(8,137,101
)
(8,574,800
)
(9,035,209
)
Ps.
8,778,988
Ps.
9,622,181
Ps.
8,740,044
(1)
The other airport concession includes translation effect for an amount of Ps.(452,218), Ps.618,373, and Ps.(421,728) as of December 31, 2023, 2024 and 2025, respectively.
(2)
Amortization includes translation effect for an amount of Ps.(21,141), Ps.(30,067) and Ps.(14,438) as of December 31, 2023, 2024 and 2025, respectively, Due to translation effects.
The amortization charge for the years ended December 31, 2023, 2024 and 2025, amounts to Ps.458,633, Ps.467,767 and Ps.474,846, respectively.
10.
Rights to use airport facilities
The value of the rights to use airport facilities as of December 31, 2023, 2024 and 2025 was as follows (only Mexican airports):
The amortization charge for the years ended December 31, 2023, 2024 and 2025 amounts to Ps.56,699, Ps.49,002 and Ps.33,609, respectively.
11.
Other acquired rights
As of December 31, 2023, 2024 and 2025 the other acquired rights correspond to payments made by the Company after the date the concessions were granted, in order to early-terminate certain long-term lease contracts that existed at that time between ASA and third-party leaseholders in Mexican airports. The rights acquired are comprised as follows:
December 31, 2023
December 31, 2024
December 31, 2025
Right to operate the charter and general aviation terminal at San José del Cabo airport terminal
Ps.
344,443
Ps.
344,443
Ps.
344,443
Right to operate commercial space and advertising spaces at Tijuana airport
15,935
15,935
15,935
Right to operate various commercial space, advertising spaces and skywalk services at Puerto Vallarta airport
309,616
309,616
309,616
Right to operate commercial space, advertising spaces services at Guadalajara airport
93,560
93,560
93,560
Rights to operate cargo operation and hangars in the Tijuana airport polygon(1)
399,485
399,485
399,485
Right to operate various parking lots
5,673
5,673
5,673
Rights to operate bonded warehouses(2)
-
2,212,448
2,212,448
1,168,712
3,381,160
3,381,160
Less – accumulated amortization
(354,415
)
(513,301
)
(800,804
)
Ps.
814,297
Ps.
2,867,859
Ps.
2,580,356
(1) Derived from the acquisition of IEM, investments were recognized for the rights to lease cargo operation and hangars in the Tijuana airport polygon for Ps.399,845 through the business combination.
(2) As a result of the acquisition of GWTC, rights to operate bonded warehouses in the Guadalajara airport zone were recognized for Ps.2,212,448, through the business combination.
Amortization recognized for the years ended December 31, 2023, 2024 and 2025 amounted to Ps.16,697, Ps.158,886 and Ps.287,503, respectively, for each of the three periods. These assets have a useful life until the end of the concession, as their use and operation will continue until the term expires, except for GWTC which ends the useful lives of the asset until 2033.
12.
Income taxes
The Company is subject to income taxes, in accordance with the tax laws in Mexico, Spain and Jamaica.
Current income taxes – The income tax rate for the Mexican entities is 30%. With the exception of the airports of Mexicali and Tijuana located in the Border of Mexico with the United States of America, which for year 2019 was 20%, applying the “Decreto de Estímulos Fiscales Región Fronteriza Norte” in which one third of the income tax will be applied and according to the decree published by the Government of Mexico in December 2020, the decree is extended until 2026. The tax rate for MBJA and PACKAL is 25% in Jamaica, as well as for DCA in Spain.
To determine deferred income taxes as of December 31, 2023, 2024 and 2025 the Company applied the enacted tax rates to temporary differences based on their estimated reversal dates in Entities of the Company.
a.
Recoverable income taxespaid on dividends – Dividends paid to stockholders which are not derived from the net tax income account (CUFIN) generate current income taxes and can be credited against the taxes of the Company during the year of the dividend payment and the two subsequent years in the Mexican entities.
Recoverable taxes – In the regular course of operations, the Company generates receivable balances due to overpayment of tax payable, according to the calculation mechanism established in the Tax Law, which are recoverable through tax returns or offsetting. The main recoverable taxes are Value Added Tax (IVA), Income Tax (ISR) and withholding taxes.
The balances of recoverable taxes are comprised as follows:
December 31, 2023
December 31, 2024
December 31, 2025
Recoverable taxes:
ISR
Ps.
645,868
Ps.
395,304
Ps.
442,477
VAT
482,353
361,320
362,414
Withholding taxes
20,513
43,418
45,404
IMPAC
1,203
1,203
-
Corporation taxes
96,547
185,080
169,827
Other
6,533
24,385
1,413
Ps.
1,253,017
Ps.
1,010,710
Ps.
1,021,535
c.
Income Tax – Income tax expense (benefit) for the years ended December 31, 2023, 2024 and 2025 consists of the following:
2023
2024
2025
Income tax:
Current
Ps.
3,616,811
Ps.
3,989,603
Ps.
4,812,765
Deferred
(544,721
)
(749,301
)
(699,536
)
Ps.
3,072,090
Ps.
3,240,302
Ps.
4,113,229
d.
Effective tax rate – The reconciliation of the statutory income tax rate and the actual effective income tax rate as a percentage of income before income taxes for the years ended December 31, 2023, 2024 and 2025 is shown below:
%
2023
%
2024
%
2025
'Income before income taxes
Ps.
12,761,690
Ps.
12,115,741
Ps.
14,113,838
Income tax by applying the weighted average statutory rate (1)
28.3%
3,615,812
30.9%
3,634,722
30.9%
4,234,151
Effects of inflation over monetary assets
(3.6)%
(454,352)
(4.3)%
(403,499)
(4.3)%
(237,688)
Unrecognized (applied) tax loss carryforwards
(0.2)%
(28,028)
(0.1)%
(2,160)
(0.1)%
46,150
Employee benefits
(0.1%)
(17,939)
(0.3%)
(9,243)
(0.3%)
(16,026)
Tax rate change
(—%)
-
0.4%
15,236
0.4%
16,205
Other
(0.3)%
(43,403)
0.1%
5,246
0.1%
70,437
Effective tax rate
24.1%
Ps.
3,072,090
26.7%
Ps.
3,240,302
26.7%
Ps.
4,113,229
(1)
The tax rate used for the 2023, 2024 and 2025 previous reconciliations above are the average corporate tax rate, respectively payable by corporate entities in Mexico, Jamaica and Spain on taxable profits in accordance with tax laws in these jurisdictions.
e.
Assets and liabilities deferred income tax recognized –
Deferred taxes are presented according to the origin of the operations of the individual subsidiaries of the Company as IAS - 12 Income taxes does not allow the offsetting of taxes in accordance with the following:
An entity must offset deferred tax assets with tax deferred tax liabilities if, and only if:
(a)
It has a legally enforceable right to offset before the tax authorities the amounts recognized in these items; and
(b)
deferred tax assets and deferred tax liabilities arising from a tax on profits corresponding to the same fiscal authority, which fall under:
different companies or individuals for tax purposes that seek to either liquidate assets and current tax liabilities on a net basis, or to realize the assets and settle the liabilities simultaneously, in each future period in which expected to be settled or recovered significant amounts of assets or liabilities for deferred taxes.
The net assets for deferred taxes belong to Mexico subsidiaries:
December 31, 2023
December 31, 2024
December 31, 2025
Deferred ISR asset (liability):
Expected credit loss
Ps.
37,063
Ps.
14,857
Ps.
3,895
Machinery and equipment
139,178
148,473
148,565
Improvements to concession assets
1,293,468
1,363,641
1,625,845
Airport concessions and rights to use airport facilities
5,588,605
5,673,273
5,747,853
Other acquired rights
183,100
187,441
190,790
Derivative financial instruments
(50,231
)
(5,420
)
-
Other assets
622
899
1,004
Tax loss carryforwards
28,028
588,177
906,146
Employee benefits
81,562
117,555
76,995
Accruals
36,418
39,819
55,173
Net deferred income tax asset
Ps.
7,337,813
Ps.
8,128,715
Ps.
8,756,266
The net deferred income tax liabilities relate to subsidiaries in Mexico and Jamaica:
December 31, 2023
December 31, 2024
December 31, 2025
Deferred tax (liability) asset:
Trade receivables
Ps.
4,863
Ps.
8,383
Ps.
13,356
Machinery, equipment and improvements on leased assets
25,309
33,599
107,179
Improvements to concession assets
(1,089
)
(1,215
)
(1,023
)
Airport concessions and other rights
(394,725
)
(1,174,504
)
(1,068,156
)
Accruals
30,468
77,948
11,493
Deferred tax liability
Ps.
(335,174
)
Ps.
(1,055,789
)
Ps.
(937,151
)
f.
Unrecognized deferred income tax assets – Unrecognized deferred income tax assets in the consolidated statement of financial position are comprised of the following items of the Companies:
December 31, 2023
December 31, 2024
December 31, 2025
Tax loss carryforwards
Ps.
431,934
Ps.
465,308
Ps.
469,277
Deductible tax temporary difference
138,326
142,942
145,515
Ps.
570,260
Ps.
608,250
Ps.
614,792
The Company does not recognize deferred tax assets on tax loss carryforwards for which it is not likely to generate future taxable profits to utilize such tax losses.
The Company does not recognize deferred tax assets relating to temporary differences between the accounting and tax value of investments in subsidiaries, as it has the power to control the reversal date of those temporary differences and does not expect them to reverse in the foreseeable future.
g.
Deferred income tax from tax loss carryforwards – The Company has generated tax losses in the subsidiaries of Los Mochis, Manzanillo, AHP, DTI, IEM, GAP, and CORSA. In accordance with the tax legislation related to concessions, the losses generated up to December 2023 will expire in 2048 for Los Mochis and Manzanillo, while the losses generated by AHP, DTI, IEM, GAP, and CORSA could be recovered within 10 years from the date they were generated. According to future financial projections, the tax losses that could be recovered are recognized as part of deferred assets and are shown in the following table:
December 31, 2023
December 31, 2024
December 31, 2025
Tax loss carryforwards
Ps.
1,579,920
Ps.
3,418,190
Ps.
4,443,514
Unrecognized tax loss carryforwards
(1,439,780
)
(1,551,027
)
(1,564,257
)
Recognized tax loss carryforwards
Ps.
140,140
Ps.
1,867,163
Ps.
2,879,257
h.
Balances and movements of deferred taxes during the period.
Balance as of January 1, 2023
Effects of profit and loss
Other comprehensive income
Balance as of December 31, 2023
Temporary differences for the deferred tax asset:
Expected credit loss
Ps.
40,449
Ps.
(3,386
)
Ps.
—
Ps.
37,063
Machinery, equipment and improvements on leased assets
122,854
16,324
—
139,178
Improvements to concession assets
1,037,511
255,957
—
1,293,468
Airport concessions and rights to use airport facilities
5,432,747
155,858
—
5,588,605
Other acquired rights
176,967
6,133
—
183,100
Derivative financial instruments
(87,067
)
6,876
29,959
(50,232
)
Other assets
492
130
—
622
Tax loss carryforwards
-
28,028
—
28,028
Employee benefits
66,073
16,088
(599
)
81,562
Accruals
20,142
16,277
—
36,419
Total deferred tax asset
Ps.
6,810,168
Ps.
498,285
Ps.
29,360
Ps.
7,337,813
Balance as of January 1, 2024
Effects of profit and loss
Other comprehensive income
Balance as of December 31, 2024
Temporary differences for the deferred tax asset:
Expected credit loss
Ps.
37,063
Ps.
(22,206
)
Ps.
—
Ps.
14,857
Machinery, equipment and improvements on leased assets
139,178
9,295
—
148,473
Improvements to concession assets
1,293,468
70,173
—
1,363,641
Airport concessions and rights to use airport facilities
The Company receives credit from its suppliers for 30 and 45 days without charging interest, whereby the provider payment policy is to pay the maximum term granted. As of the date of these consolidated financial statements there is no supplier that represents more than 10% of its investments in productive assets and/or the total operating costs.
December 31, 2023
December 31, 2024
December 31, 2025
Suppliers
Ps.
1,808,751
Ps.
2,354,495
Ps.
2,837,447
Other suppliers
109,472
182,759
566,296
Interest payable
420,048
456,599
647,096
Direct or short term employee benefits
116,924
165,189
209,897
Others
102,727
661,079
746,355
Total
Ps.
2,557,922
Ps.
3,820,121
Ps.
5,007,091
The balance of direct employee benefits corresponding principally of provisions of vacation pay, employee profit sharing, bonuses and others benefits.
14.
Leases Obligations
a.
Lease contracts
The Company leased space for its corporate offices. The average lease term is from 1 to 5 years in 2025.
The obligations of the Company stem from financial leases that are guaranteed by the title of the lessors to the leased assets.
b. Future minimum lease payments
The amount of future minimum lease payments as of December 31, 2025 were as follows:
Future minimum lease payments
Interest
Present value of minimum lease payments
Less than one year
Ps.
28,428
Ps.
(10,402
)
Ps.
18,026
Liabilities for assets in lease long term
96,782
(18,898
)
77,884
Total liabilities for leased assets
Ps.
125,210
Ps.
(29,300
)
Ps.
95,910
As of December 31, 2023, 2024 and 2025 the Company recognized Ps.17,517, Ps.17,815 and Ps.19,422, respectively for the amortization of assets for the rights of use.
The interest rates that underlie all obligations under lease agreements are fixed by an average discount interest of 10.36%, 10.71% and 10.67% during the years 2023, 2024 and 2025, respectively. As of December 31, 2023, 2024 and 2025 was recognized Ps.4,805, Ps.3,695 and Ps.5,540, respectively, due interest on the liability for lease in the consolidated statement of profit or loss and other comprehensive income.
15.
Derivative financial instruments
The Company has borrowings denominated in US dollars and debt securities at variable interest rates in pesos, which in case of an increase in interest rates, would reduce the Company’s cash flows.
The Company’s derivative financial instruments are negotiated in the Over The Counter market, through national and international counter parties.
On February 27, 2019, the Company contracted an interest rate SWAP with Scotiabank, in order to cover the risk of an increased interest rate, related to the issuance of the “GAP19” with a value of Ps.3,000,000 which were issued at an interest rate TIIE and was swapped to 8.03% fixed rate, until the end of the debt certificates. Changes in fair value were recognized in other comprehensive income in the consolidated statement of profit or loss and other comprehensive income and were presented in the hedge reserve and were recycled to
financial expenses to the extent that the interest of the associated debt is recognized and concluded with the maturity and paid of the debt securities in March 2024.
On March 2, 2020, the Company contracted an interest rate SWAP with Scotiabank, in order to cover the risk of an increased interest rate, related to the issuance of the “GAP 20” with a value of Ps.3,000,000 which were issued at an interest rate TIIE and was swapped to 6.33% fixed rate, until the end of the debt certificates. Changes in fair value are recognized in other comprehensive income in the consolidated statement of profit or loss and other comprehensive income and are presented in the hedge reserve and were recycled to financial expenses to the extent that the interest of the associated debt is recognized and concluded with the maturity and paid of the debt securities in February 2025.
On March 1, 2022, the Company contracted with the Bank of Nova Scotia two derivative financial transaction by exchange of interest rates (SWAP’s) in order to hedge the risk of increasing the SOFR 1-month interest rate on two loans held by MBJA totaling USD$34.0 million. The USD$4.0 million SOFR 1-month interest plus 3.10% bearing loan was swapped at a rate of 1.59%, maturity date concluded with the repayment of the loan in April 2025. The second loan of USD$30.0 million bearing interest at SOFR 1-month plus 2.85% was swapped at a rate of 1.785% which concluded with the refinancing of the loan on September 1, 2025. Changes in the fair value are recognized in other comprehensive income in the consolidated statement of income of profit or loss and are presented in the hedge reserve and are recycled to financial expensesto the extent that the interest of the associated debt is recognized, the derivative is only for SOFR 1-month rate.
The financial instruments with Scotiabank to cover the debt securities “GAP 19” and “GAP 20” were not entered into for speculative purposes and were formally designated and therefore did qualify as hedging instruments for accounting purposes and as a result changes in their fair value are recognized in OCI and profit or loss in the financial instrument of cash flow hedges reserve. The hedging of the “GAP 19” ended in March 2024 and for “GAP 20 in February 2025, respectively, with the payment.
The main characteristics and the fair value of these derivatives as of December 31, 2023 and 2024 are as follows:
Notional amount (millions)
Hedge start date
Rate
Due date
Fair value as of December 31, 2023
Derivatives designated as hedge financial instruments
Scotiabank
Ps.
3,000.0
February 2019
8.03%
March 2024
Ps.
144,096
Scotiabank
Ps.
3,000.0
March 2020
6.332%
February 2025
23,600
Total asset
167,696
Derivatives designated as hedge financial instruments
The Bank of Nova Scotia
USD$
12.0
March 2022
1.59%
April 2025
(5,455
)
The Bank of Nova Scotia
USD$
30.0
March 2022
1.7850%
September 2025
(21,535
)
Total
Total liability
Ps.
(26,990
)
Notional amount (millions)
Hedge start date
Rate
Due date
Fair value as of December 31, 2024
Derivatives designated as hedge financial instruments
Scotiabank
Ps.
3,000.0
March 2020
6.332%
February 2025
18,256
Total asset
18,256
Derivatives designated as hedge financial instruments
The Bank of Nova Scotia
USD.
12.0
March 2022
1.59%
April 2025
(766
)
The Bank of Nova Scotia
USD.
30.0
March 2022
1.79%
September 2025
(10,724
)
Total liability
Ps.
(11,490
)
For the years ended on December 31, 2023, 2024, and 2025, no income or expense was recognized for the extrinsic value. As of December 31, 2023, and 2024, Ps.60,718 and Ps.4,583, respectively, were recognized as a fair value gain on the SWAP hedges of the GAP 19 and GAP 20 certificates. As of December 31, 2025, no gain or loss was recognized.
On February 27, 2019, the coverage of the variable interest rate generated by the certificates of deposit issued in March 2019 began; these certificates were placed at a variable rate of 28-day TIIE plus 45 basis points, for which a SWAP was contracted to convert the TIIE to a fixed rate of 8.03%. As of December 31, 2023, and 2024, financial income of Ps.101,504 and Ps.23,715, respectively, was recognized due to the variation of the TIIE according to the fixed rate agreed upon in the SWAP, and it concluded with the repayment of the principal on March 22, 2024.
On March 2, 2020, the coverage of the variable interest rate generated by the certificates of deposit issued in February 2020 began; these certificates were issued at a variable rate of 28-day TIIE plus 17 basis points, for which a SWAP was contracted to convert the TIIE to a fixed rate of 6.332%. As of December 31, 2023, 2024, and 2025, financial income of Ps.152,487, Ps.146,711, and Ps.12,763, respectively, was recognized due to changes in the TIIE according to the fixed rate agreed upon in the SWAP, which ended on February 6, 2025, with the maturity and payment of the certificates.
On March 1, 2022, the Company contracted Bank of Nova Scotia two derivative financial transaction by exchange of interest rates (SWAPS) in order to hedge the risk of increasing the 30-day Libor interest rate, currently SOFR 1-month, on two loans held by MBJA in U.S. dollars totaling USD$34.0 million. The USD$4.0 million SOFR 1-month interest plus 3.10% bearing loan was swapped at a rate of 1.59%, until maturity of the loan. The second loan of USD$30.0 million bearing interest at SOFR 1-month plus, 2.85% was swapped at a rate of 1.785% until maturity of the loan. Changes in the fair value are recognized in other comprehensive income in the consolidated statement of income and other comprehensive income and are presented in the hedge reserve and are recycled to financial expenses to the extent that the interest of the associated debt is recognized, the derivative is only for SOFR 1-month rate. As of December 31, 2023, 2024 and 2025, a financial income of USD$0.1 million and USD$1.4 million and USD$0.5 million respectively were recognized due to the variation of the SOFR 1-month according to the agreed fixed rate of the SWAP.
The Company issued debt securities in Mexico to finance capital investments and refinance debt maturities, in addition to contracting bank loans for business acquisitions and for the financing of investments in airports located in Jamaica. The totality of the credits contracted with banking institutions and third parties are described below:
December 31 2023
December 31 2024
December 31 2025
MBJA signed a simple unsecured loan with its shareholder Vantage in June 2007 for USD$10.9 million, which is repayable at the same maturity date as the IFC´s loans but are subject to restrictions. Interest is accrued at an interest rate of 14.0% per annum and semi-annual instalments
Ps.
184,762
Ps.
221,671
Ps.
196,499
In February 2009, MBJA signed a simple unsecured loan with its shareholder Vantage for USD$510,000 to finance expenses related to a construction project of MBJA. The interest rate was set at 8.0%. The loan does not have an expiration date, no payments on account of capital have been made
8,616
10,337
9,163
On December 28, 2017, MBJA signed a simple unsecured loan with The Bank of Nova Scotia Jamaica Limited for USD$40.0 million. The loan bears interest at SOFR 1-month plus 285 basis points for a period of 7 years from this disposition and semi-annual instalments
202,722
81,073
—
On March 31, 2025, MBJA refinanced the unsecured revolving credit agreement with The Bank of Nova Scotia Jamaica Limited and The Bank of Nova Scotia for USD$60.0 million. The credit bears interest at 1‑month SOFR plus 200 basis points, with a maturity date of October 4, 2029, and semi‑annual instalments. As of December 31, 2025, the outstanding balance amounted to USD$48.0 million.
1,013,610
1,216,098
862,402
On March 18, 2022, GAP refinanced with Bank of Nova Scotia comer the simple unsecured loan contracted previously for the amount of USD$95.5 million, with a four-yearsinterest rate of 2.64%, due on January 20, 2026.
1,613,329
1,935,623
1,715,820
On March 18, 2022, GAP refinanced with BBVA Bancomer the simple unsecured loan contracted previously for the amount of USD$95.5 million, with a four-yearsinterest rate of 2.45%, due on March 19, 2026.
1,613,329
1,935,623
1,715,820
On June 7, 2024, GAP refinanced a simple unsecured loan with Citibanamex for Ps.1,500,000 for a period of 18 months a variable interest rate 28 days TIIE plus 24 basis points, the payment of the principal will be at maturity.
1,500,000
1,500,000
—
On July 10, 2024, GAP refinanced the simple loan with Citibanamex for Ps.1,000,000 with a 12-month maturity, bearing interest at a variable rate of 28-day TIIE plus 18 basis points.
1,000,000
1,000,000
—
On September 18, 2025, GAP refinanced the simple loan agreement with Banamex for USD$40.0 million, with a 5‑year maturity, bearing interest at a variable rate of SOFR plus 81 basis points, with the principal due at maturity.
675,740
810,732
718,668
On October 18, 2024, GAP refinanced the simple loan agreement with Santander for Ps.1,500,000 with a 12-month maturity, bearing interest at a variable rate of 28-day TIIE plus 38 basis points, with payment of principal at maturity.
1,500,000
1,500,000
—
On June 20, 2024, GAP signed a simple credit agreement with BBVA México, S.A., for Ps.875,000, maturing in 12 months, bearing interest at a variable rate of 28-day TIIE plus 20 basis points, with payment of principal at maturity on May 30, 2025, with no commissions.
—
875,000
—
On May 30, 2025, GAP obtained a line of credit with Banamex for Ps.3,375,000 with a five-year maturity, generating interest at a variable rate of TIIE funding plus 54 basis points, with principal repayment at maturity on May 30, 2030. As of December 31, 2025, the value of the TIIE rate is 7.1978%.
—
—
3,375,000
Total unpaid balance of bank loans and long-term debt
Unsecured debt securities issued in the Mexican market on February 20, 2015, for Ps.1,500,000 under the name "GAP 15-2" at a fixed annual interest rate of 7.08% over a period of 10 years, maturing on February 7, 2025.
1,500,000
1,500,000
—
Unsecured debt securities issued in the Mexican market on March 29, 2019, for Ps.3,000,000 under the GAP 19 code, at a variable interest rate of 28-day TIIE plus 45 basis points, with a term of 5 years which ended with the payment of the principal on March 22, 2024.
3,000,000
—
—
Unsecured debt securities issued in the Mexican market on February 13, 2020, for Ps.3,000,000 under the "GAP 20" at a variable interest rate of 28-day TIIE plus 17 basis points, for a term of 5 years which concluded with the payment of the principal on February 6, 2025.
3,000,000
3,000,000
—
Unsecured debt securities issued in the Mexican market on June 25, 2020, for Ps.3,598,000 under the "GAP 20-3" name, at a fixed interest rate of 8.14% for a period of seven years.
3,598,000
3,598,000
3,598,000
Unsecured debt securities issued in the Mexican market on May 7, 2021, for Ps.2,500,000 under the “GAP 21”, at a variable interest rate of 28-day TIIE plus 60 basis points, with a term of 4 years which concluded with the payment of the principal on May 6.
2,500,000
2,500,000
—
Unsecured debt securities issued in the Mexican market on May 7, 2021, for Ps.3,000,000 under the "GAP 21-2" name, at a fixed interest rate of 7.91% for a period of seven years.
3,000,000
3,000,000
3,000,000
Green debt securities with unsecured guarantee, issued in the Mexican market on October 15, 2021, for 5-year with ticker symbol “GAP21V”, for Ps.1,500,000. Interest payable every 28 days at a variable rate of TIIE-28 plus 25 basis points; the payment of the principal will be at maturity, on October 9, 2026, with the option of early amortization. As of December 31, 2025, the TIIE rate is 7.3489%.
1,500,000
1,500,000
1,500,000
Unsecured 5-year debt securities issued in the Mexican market on March 17, 2022, for Ps.2,000,000 under the “GAP 22” name, at a variable rate of TIIE-28 plus 18 basis points for a period of five years. As of December 31, 2025, the TIIE rate is 7.3489%.
2,000,000
2,000,000
2,000,000
Unsecured debt securities issued in the Mexican market on March 17, 2022, for Ps.3,000,000 under the "GAP 22-2" name, at a fixed interest rate of 9.67% for a period of ten years.
3,000,000
3,000,000
6,000,000
Unsecured debt securities issued in the Mexican market on September 26, 2022, for Ps.2,757,588 under the "GAP 22L" name, at a variable rate of TIIE-28 plus 26 basis points for a period of five years. As of December 31, 2025, the TIIE rate is 7.3489%.
2,757,588
2,757,588
2,757,588
Unsecured 5-year debt securities issued in the Mexican market on March 27, 2023, for Ps.1,120,000 under the “GAP 23-L”, at a variable interest rate of 28-day TIIE plus 22 basis points, with a term of 4 years. As of December 31, 2025, the TIIE rate value is 7.3489%.
1,120,000
1,120,000
1,120,000
Unsecured debt securities issued in the Mexican market on March 27, 2023, for Ps.4,280,000 under the “GAP 23-2L”, with interest payable every 182 days at a fixed annual interest rate of 9.65%, for a term of 7 years.
4,280,000
4,280,000
4,280,000
Unsecured notes, issued in the Mexican market on March 20, 2024, for Ps.1,384,868 under the ticker “GAP 24-L”, at a variable interest rate of 28-day TIIE plus 25 basis points, for a term of 3 years. As December 31, 2025, the value of the TIIE rate is 7.3489%.
—
1,384,868
1,384,868
Debts Certificates, issued in the Mexican market on March 20, 2024, for Ps.1,615,132 under the ticker “GAP 24-2L”, interest payable every 182 days at a fixed interest rate of 9.94% for a period of seven years.
Debts Certificates, issued in the Mexican market on September 5, 2024, for Ps.5,648,134 under the ticker “GAP 24”, at a variable interest rate of 28-day TIIE plus 60 basis points, for a term of 5 years. As December 31, 2025, the value of the TIIE rate is 7.3489%.
—
5,648,134
5,648,134
Debts Certificates, issued in the Mexican market on February 4, 2025, for Ps.3,000,000 under the code “GAP 25,” at a variable interest rate of 28-day TIIE plus 50 basis points, with a term of 3 years. As of December 31, 2025, the TIIE rate is 7.3489%.
—
—
3,000,000
Debts Certificates, issued in the Mexican market on August 22, 2025, for Ps.4,050.000 million under “GAP 25-2,” at a variable interest rate of 28-day TIIE plus 48 basis points, with a term of 3 years. As of December 31, 2025, the TIIE rate is 7.3489%.
—
—
4,050,000
Debts Certificates, issued in the Mexican market on August 22, 2025, for Ps.4,450,000 billion under “GAP 25 3,” with interest payable every 182 days at a fixed interest rate of 9.02% per annum, with a term of 6 years.
—
—
4,450,000
Total unpaid balance of long-term debt
31,255,588
36,903,722
44,403,722
Less - Current portion
(3,000,000
)
(7,000,000
)
(5,377,588
)
Long-term portion
Ps.
28,255,588
Ps.
29,903,722
Ps.
39,026,134
The resources obtained during 2025 from the issuance of the long-term debt securities were used for the payment of the principal amount of Ps.3,000,000 of the “GAP 20” debt securities issued on February 13, 2020 and maturing on February 6 , 2025 and the “GAP 21” debt securities issued on May 2021 , 2015 and maturing on May 2 7, 2025 in the amount of Ps.2,500,000 as well as the repayment of the principal of the loan with Santander for an amount of Ps.1,500,000. The remaining funds were used to meet the investment commitments under the Master Development Program for fiscal year 2025 in Mexico and commercial investments.
Expenses amounting to Ps.61,509 related to the issuance of debt certificates were recognized.
The debt previously described, matures as follows:
Year
Amount
2026
Ps.
9,024,828
2027
6,767,268
2028
10,050,000
2029
6,510,536
2030
8,373,668
Thereafter
12,270,793
Ps.
52,997,093
As of December 31, 2023, 2024 and 2025, debts are payable by the following companies:
The loan agreements limit the Company’s use of proceeds for the financing of capital expenditures, working capital and prepayments of loans, in addition to prohibiting the merger of the airport creditors with any other entity, as well as the prohibition of sales or transfers of assets in an amount greater than Ps.1,000, without previous authorization from the creditors, in the event of non-compliance with any of the contracts, dividends from the legal entity may not be decreed. The obligation to maintain certain financial metrics is also established, with the refinancing of the loans some modifications were made and have been fulfilled.
As a result of the issuance of the debt securities, the Company has covenants which have been fulfilled during 2023, 2024 and 2025. The principal payment of the debt securities will be made at the end of the contractual term. Direct costs incurred in the issuance or incurrence of debt are deferred and amortized as part of interest expense, using the effective interest rate method over the term of each transaction. These costs include commissions and professional fees.
The Company has some bonds linked to key performance indicators (KPIs) on absolute emissions of Scope 1 and 2 Greenhouse Gases (GHG) (tCO₂e), aligned with the Airport Carbon Accreditation methodology, consistent with the GHG Protocol and ISO 14064.
The sustainability performance target (“SPT”) consists of achieving a 25% reduction in absolute Scope 1 and 2 GHG emissions (tCO₂e) by December 31, 2025, across all 14 airports, compared to the 2019 fiscal year, as detailed below:
KPI 2019 (base year) 2025 (SPT) % Change
GEI alcance 1&2 (tCO₂e) 61,99346,703 -25%
Compliance with the SPT as of December 31, 2025, based on the information determined according to the described methodology and the independent verification carried out by a third party, the Company met the SPT on that date, recording absolute Scope 1 and 2 GHG emissions of 45,795 tCO₂e, which represents a 26.0% reduction compared to 2019.
c)
Reconciliation of liabilities arising from financing activities
Non-cash changes
Balance as of January 1, 2023
Repayments on bank loans and payments of debt securities
Proceeds from issuance of Debt securities
Proceeds from Debt long-term
Exchange effects
Long-term reclassification
Fair value adjustments in P&L
Hedges fair value adjustments
Balance as of December 31, 2023
Debt securities current portion
Ps.
2,256,892
Ps.
(2,244,132)
Ps.
—
Ps.
2,715,459
Ps.
(552,569)
Ps.
5,654,576
Ps.
—
Ps.
—
Ps.
7,830,226
Long-term borrowings
6,232,858
—
—
1,000,000
(96,490)
(2,654,576)
—
—
4,481,792
Debt securities
25,855,588
—
5,400,000
—
—
(3,000,000)
—
—
28,255,588
Derivative financial instruments (Note 15)
(241,492)
—
—
—
—
—
—
100,786
(140,706)
Total
Ps.
34,103,846
Ps.
(2,244,132)
Ps.
5,400,000
Ps.
3,715,459
Ps.
(649,059)
Ps.
—
Ps.
—
Ps.
100,786
Ps.
40,426,900
Non-cash changes
Balance as of January 1, 2024
Repayments on bank loans and payments of debt securities
Proceeds from issuance of Debt securities
Proceeds from Debt long-term
Exchange effects
Long-term reclassification
Fair value adjustments in P&L
Hedges fair value adjustments
Balance as of December 31, 2024
Debt securities current portion
Ps.
7,830,226
Ps.
(7,929,881)
Ps.
—
Ps.
5,658,480
Ps.
99,565
Ps.
8,324,513
Ps.
—
Ps.
—
Ps.
13,982,903
Long-term borrowings
4,481,792
—
—
-
945,975
(1,324,513)
—
—
4,103,254
Debt securities
28,255,588
—
8,648,134
—
—
(7,000,000)
—
—
29,903,722
Derivative financial instruments (Note 15)
(140,706)
—
—
—
—
—
—
133,940
(6,766)
Total
Ps.
40,426,900
Ps.
(7,929,881)
Ps.
8,648,134
Ps.
5,658,480
Ps.
1,045,540
Ps.
—
Ps.
—
Ps.
133,940
Ps.
47,983,113
Non-cash changes
Balance as of January 1, 2025
Repayments on bank loans and payments of debt securities
Defined contribution plans – Under Mexican legislation, the Company makes payments equivalent to 2% of its workers’ daily comprehensive salary to a defined contribution plan that is part of the retirement savings system. The expense was Ps.15,860, Ps.24,961 and Ps.37,210 in 2023, 2024 and 2025, respectively.
In Jamaica, the Company operates a defined contribution pension plan, which is managed by an independent trust. The Company has no further obligation other than its contribution mandated under the plan. The pension plan is financed primarily by payments from employees and the Company.
b.
Defined benefit plans – According to the Federal Labor Law in Article 162, the Company is required to pay in Mexico a seniority premium as postemployment benefits if an employee leaves and if have at least 15 years of service, which consist of a payment of 12 days per worked year based on the last salary, not to exceed twice the legal minimum wage established by law. The present value of the retirement benefit obligation and the current service cost and past service costs were calculated by independent experts using the projected unit credit method.
The defined benefit plans in Mexico usually expose the Company to actuarial risks such as: interest rate risk, longevity risk and salary risk.
Interest risk
A decrease in the interest rate bond will increase the plan liability.
Longevity risk
The present value of the defined benefit plan liability is calculated by reference to the best estimate of the mortality of the plan participants, during and after their employment. An increase in the life expectancy of the plan participants will increase the plan’s liability.
Salary risk
The present value of the defined benefit plan liability is calculated by reference to the future salaries of the plan participants. As such, an increase in the salary of the plan participants will increase the plan’s liability.
The amount included in the consolidated statement of financial position arising from the obligation of the Company for defined benefit plans on December 31, 2023, 2024 and 2025 is as follows:
2023
2024
2025
Present value of defined benefit obligations
Ps.
280,423
Ps.
353,509
Ps.
429,078
The table below shows the movements in the present value of defined benefit obligations:
2023
2024
2025
Opening defined benefit obligation
Ps.
216,908
Ps.
280,423
Ps.
353,509
Service cost recognized in net income
51,452
68,020
88,793
New measurement losses / (gains):
Actuarial losses (gains) resulting from changes in financial and demographic assumptions
15,932
(10,201
)
(9,600
)
Benefits paid
(3,869
)
15,267
(3,624
)
Ending defined benefit obligation
Ps.
280,423
Ps.
353,509
Ps.
429,078
Below are the amounts for the years ended December 31, 2023, 2024 and 2025 that were recognized in the consolidated statements of profit or loss and other comprehensive income:
2023
2024
2025
Current service labor cost
Ps.
22,352
Ps.
36,997
Ps.
45,502
Interest cost
30,273
30,834
42,515
Actuarial (gains) losses
(1,173
)
189
776
Components of defined benefit costs recognized in net profit
51,452
68,020
88,793
Benefits paid
(3,869
)
15,267
(3,624
)
Measurement of net defined benefit liability:
Actuarial losses arising from changes in financial and demographic assumptions recognized in other comprehensive income
The main actuarial assumptions at the reporting date (expressed as weighted average nominal rates) are shown below:
2023
2024
2025
Discount of the projected benefit obligation at present value
9.7%
10.7%
9.7%
Salary increase
5.3%
6.2%
6.0%
Remaining labor life
15.9 years
16.4 years
16.1 years
Inflation
3.8%
4.20%
3.7%
The discount rate is determined based on the structure of the interest rate curve of government bonds for 30 years. The net interest cost on the retirement benefit obligation is recorded in profit and loss within the operating cost, in conjunction with the other components of liabilities for retirement benefits.
If the discount rate had a variation of 100 basis points upward or downward, the effect on the liability for retirement benefits would be impacted by Ps.38,711.
Assumptions related to expected mortality are based on statistics and experience of the Mexican population. The average life expectancy of an individual retiring at age 65 is 17 years for men and 19 years for women (Demographic Mortality Experience for Active people, EMSSA 2009).
18.
Equity
a.
As of December 31, 2023, common stock consists of the following:
Number of shares
Nominal value
Fixed Capital
Series B
429,485,845
Ps.
6,967,905
Series BB
75,791,619
1,229,631
Total
505,277,464
Ps.
8,197,536
b.
As of December 31, 2024 and 2025, common stock consists of the following:
Number of shares
Nominal value
Fixed Capital
Series B
429,485,845
Ps.
1,015,232
Series BB
75,791,619
179,158
Total
505,277,464
Ps.
1,194,390
As of December 31, 2025, all shares are fully subscribed and paid. The Company’s shares are represented by common ordinary shares and without nominal value. Series “BB” shares, which may represent up to 15% of common stock, may only be transferred upon prior conversion into Series “B” shares, based on certain time restrictions.
Each share of Series “B” and “BB” gives the holder the right to one vote at any Ordinary Shareholders’ Meeting. According to the Company’s bylaws, shareholders of Series “B” shares either individually or jointly with their related parties, cannot hold more than 10% of the total outstanding common stock of the Company, and therefore are prohibited from exceeding such limits by participating through trusts, agreements, social pacts or bylaws, pyramid schemes or any other mechanism that provides a larger share than legally allowed. Additionally, the Company’s bylaws provide that if a person individually or jointly with its related parties, acquires a percentage of shares exceeding the limits of participation previously mentioned, the person or group of persons will be required to sell the excess over what is allowed through a public offering, during which time, the shares owned over the 10% threshold by such individuals will not have voting rights and cannot be represented in any Shareholders Meeting. Furthermore, the shareholders of Series “BB” shares, either individually or jointly with their related parties, may also be owners of shares of Series “B” shares, regardless of the shares they hold in the aggregate of Series “B” and Series “BB”. However, for those shareholders of the Series “BB” shares, their votes will be limited to no more than 10% of the voting common stock, and any additional participation is required to vote in the same way of the majority of the votes in any Shareholders Meeting.
Shareholders of Series “BB” shares are entitled to elect four members to the board of directors and their alternates, whereas shareholders of Series “B” shares with rights to vote, even limited or restricted, that individually or together owning 10% or more of the Company’s capital stock is entitled to elect one member to the board of directors at a Stockholders’ Meeting, and in such instances, such a shareholder or group of shareholders may not exercise the right to vote for the board members corresponding to the majority. If any shareholder or group of shareholders representing at least 10% of the common shares of which the common stock is comprised, exercises the right to appoint a board member, such a shareholder will not have the right to vote in the designation of the board members that correspond to appointment by the majority of Series “B” shareholders. The total number of members of the Board of Directors of the Company is 11, therefore holders of Series “B” shares have the right to appoint only seven members.
The members of the Board of Directors appointed by the Shareholders of the Series “BB” will have the ability to make the following valid designations: (i) upon consultation with the Company’s Nomination and Compensation Committee, appointment and dismissal of the Chief Executive Officer and the top-level executive officers; (ii) appointment of three of the six members of the Operating Committee and three alternates, and the number of members and their alternates to the Audit Committee, including the acquisition, nominations and compensation corresponding to 20% (twenty percent) of the total members, with the understanding that there will be at least one member and alternate, for each of them, iii) in the creation and determination of the Operating Committee whom are not part of the Company, members of the Board of Directors or the Company’s officers. In the case of the Audit Committee, the legal requirements of independence are also met.
c.
In an Ordinary Shareholders’ Meeting held on April 13, 2023, the Shareholders approved a dividend payment of Ps.14.84 per outstanding shares at the date of each payment, excluding shares repurchased in accordance with Article 56 of the Securities Market Law. The first payment for Ps.3.71 per outstanding share was made on May 18, 2023, the second payment for Ps.3.71 per outstanding share was made on July 13, 2023, the third payment for Ps.3.71 per outstanding share was made on October 12, 2023, and the fourth and final payment for Ps.3.71 per outstanding share was made on December 14, 2023.
d.
On April 13, 2023, in an Annual Shareholders’ Meeting, the Shareholders approved the proposal of cancellation of the remnant of the repurchase fund reserve, approved in an Ordinary General Shareholders’ Meeting held on April 22, 2022 for an amount of Ps.499,486, as well as, approval a maximum amount of resources allocated for the repurchase of the Company’s own shares of Ps.2,500,000 during the 12 months after April 13, 2023, in accordance with Article 56 of the Securities Market Law. From the approved amount, no shares have been repurchased.
e.
On April 13, 2023, the General Extraordinary Shareholders’ Meeting approved to cancel of 7,024,113 stock shares of the Company that was in treasury.
f.
On May 23, 2023, the Ordinary Shareholders’ Meeting approved the ratification, appointment, and designation of the board of directors.
g.
In an Ordinary Stockholders’ Meeting held on April 25, 2024, the Shareholders approved the cancellation of the remnant of the repurchase fund not exercised and approved in an Ordinary General Stockholders’ Meeting held on April 13, 2023, for an amount of Ps.2,500,000. As well as approval a maximum amount for the repurchase of the Company’s own shares or debt securities representing such shares an amount of Ps.2,500,000, during the 12 months after April 25, 2024, in accordance with Article 56 section IV of the Securities Market Law. From the approved amount in fiscal year 2024, no shares have been repurchased.
h.
In a General Extraordinary Stockholders’ Meeting held on April 25, 2024, the Shareholders approved: i) a capital reduction of Ps.13.86 per outstanding share to be paid in the following 12 months. The Shareholder’s Meeting was informed that, as a consequence, all the necessary corporate legal procedures were carried out, as well the reform to Article Six of the Bylaws of the Company that derive from the approvals, to read as follows: “The Capital Stock will be variable. The fixed minimum part of the Capital Stocks is Ps.1,194,390, represented by 505,277,464 shares, registered of Class I and without value expression, fully subscribed and paid”. The first payment of Ps.3,501,573 was made on July 23, 2024, the second payment of Ps.3,501,573 was made on November 26, 2024.
In the Annual General Shareholders’ Meeting held on April 24, 2025, the Shareholders approved a dividend payment of Ps.16.84 per outstanding share on the payment date, excluding the shares repurchased by the Company in accordance with Article 56 of the Securities Market Law. The first payment of Ps.8.42 per share was made on May 28, 2025, and the second payment of Ps.8.42 per share was made on August 14, equivalent to Ps.4,254,436 for each installment.
j.
At the Annual General Shareholders’ Meeting held on April 24, 2025, the Shareholders approved the cancellation of the unutilized balance of the Share Repurchase Reserve, which had been authorized at the Ordinary General Shareholders’ Meeting held on April 25, 2024, amounting to Ps.2,500,000. Additionally, the Shareholders approved the maximum amount to be allocated for the repurchase of the Company’s own shares or credit instruments representing such shares, for an amount of Ps.2,500,000, for the 12‑month period following April 24, 2025, in compliance with Article 56, Section IV of the Securities Market Law. As of year 2025, no shares have been repurchased from the approved amount.
k.
General Corporate Law requires that at least 5% of the unconsolidated net income of the year, be transferred to the legal reserve until the reserve equals 20% of capital stock at par value (nominal pesos). The legal reserve may be capitalized but may not be distributed, except in the form of stock dividends, until the entity is dissolved. The legal reserve must be replenished if it is reduced for any reason. As of December 31, 2023, 2024 and 2025, the legal reserve, in nominal pesos, was Ps.478,185, Ps.920,187 and Ps.238,878, respectively, corresponding to 0.42%, 77.0% and 20.0%, of the common stock, respectively.
l.
Stockholders’ equity distribution, except for the restatement amounts of the common stock contributed and the Net tax income account, will be subject to an ISR tax, calculated at the tax rate applicable to the distribution year. This corporate level dividend income tax on the distribution of earnings may be applied as a credit against ISR corresponds to the fiscal year in which the dividend was paid and the subsequent two fiscal years following the date in which the dividend was paid. Starting in 2014, dividends distributed to shareholders that originate from tax retained earnings generated from 2014 and later, will generate an additional withholding tax of 10% that is directly attributable to non-Mexican and individual shareholders receiving the dividend.
m.
The balances of Stockholders’ equity tax accounts as of December 31, 2023, 2024 and 2025 were as follows:
2023
2024
2025
Contributed capital account
Ps.
24,278,285
Ps.
18,174,333
Ps.
18,839,632
Net tax income account
12,008,787
21,892,344
24,541,566
Stockholders equity tax account
Ps.
36,287,072
Ps.
40,066,677
Ps.
43,381,198
n.
In years 2023, 2024 and 2025 the balance of other comprehensive income consists of the reserve for foreign currency translation of DCA, MBJA and PACKAL from functional currency (euro and US dollar respectively) to the reporting currency (Mexican peso), the effects of the remeasurements of the employee benefit, the net income tax and the reserve for cash flow hedges financial instruments.
19.
Non-controlling interest (NCI)
On April 20, 2015 the Company acquired 100% of the shares of DCA, which owns 74.5% of the shares of MBJA and the remaining 25.5% is held by Vantage, as a non-controlling shareholder.
On September 13, 2023, the MBJA Board of Directors agreed to declare dividends from retained earnings amounting to USD $30.0 million, which were distributed based on their shareholding to DCA USD $22.35 million and Vantage USD $7.65 million, on November 15, 2023, at an exchange rate of $17.5033 (Ps.391,199) and (Ps.135,913), respectively.
On May 2, 2024, the MBJA Board of Directors agreed to declare dividends from retained earnings in the amount of USD $30.0 million, which were distributed based on their shareholding as USD $22.35 million to DCA and USD $7.65 million to Vantage. On May 31, the first payment of USD $15.0 million was made at an exchange rate of $16.9500 (Ps.189,41) and (Ps.64,834), respectively; on September 27, the second payment of USD $15.0 million was made at an exchange rate of $19.5870 (Ps.218,885) and (Ps.74,920), respectively.
On April 1, 2025, the MBJA Board of Directors agreed to declare dividends from retained earnings amounting to USD$30.0 million, which were distributed based on shareholding to DCA USD$22.35 million and to Vantage USD$7.65 million. On May 15, the payment of USD$30.0 million was made at an exchange rate of Ps.19.4373 (Ps.434,424) and (Ps.148,695), respectively.
On September 26, 2025, the MBJA Board of Directors agreed to declare dividends from retained earnings amounting to USD$30.0 million, which were distributed based on their shareholding to DCA USD$22.35 million and to Vantage USD$7.65 million.
On September 26, the payment of USD$30.0 million was made at an exchange rate of Ps.18.4312 (Ps.414,702) and (Ps.138,234), respectively.
On June 20, 2024, the Company acquired 51.5% of GWTC’s shares, while the remaining 48.5% is held by the founding partners as a non‑controlling interest.
On April 30, 2025, the Board of Directors of GWTC agreed to declare dividends from retained earnings amounting to $320,000, which were distributed according to shareholding: Ps.164,800 to GAP and Ps.155,200 to other shareholders. The payment was made on June 13.
On September 2, 2025, the GWTC Board of Directors agreed to declare dividends from retained earnings in the amount of $227,000, which were distributed based on shareholding to GAP Ps.116,900 and to other shareholders Ps.110,100. The payment was made on September 30, 2025.
The following table summarizes the information relating to DCA and GWTC that has material NCI, before any intra-group elimination as of December 31:
2023
2024
2025
NCI percentage
Non-current assets
Ps.
5,338,641
Ps.
6,459,629
Ps.
6,371,096
Current assets
2,282,766
2,993,368
2,113,390
Non-current liabilities
(2,336,742
)
(3,031,873
)
(2,441,237
)
Current liabilities
(724,416
)
(975,452
)
(849,855
)
Net assets
4,560,249
5,445,672
5,193,394
Net assets attributable to NCI
Ps.
1,162,863
Ps.
2,275,940
Ps.
2,365,480
2023
2024
2025
Revenues
Ps.
2,811,173
Ps.
3,626,664
Ps.
4,786,809
Profit / (loss)
575,248
802,252
1,154,810
OCI
(629,243
)
481,171
77,968
Total comprehensive income
(53,995
)
1,283,423
1,232,778
Profit / (loss) allocated to NCI
146,688
263,282
435,438
OCI allocated to NCI
Ps.
(77,868
)
Ps.
115,438
Ps.
(68,593
)
2023
2024
2025
Net cash provided by operating activities
1,211,479
897,222
600,147
Net cash provided by investment activities
(330,259
)
(385,817
)
(391,611
)
Net cash used in financing activities
144,613
(436,119
)
(2,245,412
)
Net increase (decrease) in cash and cash equivalents
Ps.
1,025,833
Ps.
75,286
Ps.
(2,036,876
)
20.
Revenues
According to the General Law on Airports and its regulations in Mexico, certain of the Company’s revenue are classified as airport, complementary and commercial services. Airport services generally include the use of airport runways, taxiways and parking areas for arriving and departing planes, use of passenger walkways, security services, hangars, and, in general, use of the space inside the terminal and other infrastructure by aircraft, passengers and cargo services. These services include rental of space that is vital for the operation of airlines and complementary service providers.
Complementary services are ramps and handling services, catering, maintenance and repairs, and traffic and dispatch services. Commercial services include services that are not essential for the operation of an airport; therefore, these revenues are not regulated by MT, lease of space to retailers, VIP Lounges, Publicity, Convenience Store, lodging services, and other miscellaneous income. Since July 1, 2024, the Company recognized revenues from handling storage and custody services in facilities considered as bonded warehouses.
The revenues of the subsidiaries MBJA and PACKAL have the same classification, therefore consolidated in the area that correspond to the numbers of airports in Mexico.
A price regulation system establishes in Mexico a MT rate for airport services and complementary services for each airport for each year in a five-year period. The maximum rate is the maximum amount of revenues per “workload unit” that may be earned at an airport each year from regulated sources. Under this regulation, a workload unit is equivalent to one passenger (excluding transit passengers) or 100 kilograms (220 pounds) of cargo. As of December 2019, SICT authorized the Company’s maximum rates applicable for the period 2020-2024. In August 2020, the Company presented to the Aeronautical Authority a proposal for adjustment to the MDP, which was authorized. In November 2020, the investment figures were adjusted and new TMs was applied from 2021 for the period 2021-2024. In August 2024, the SICT authorized the Company the applicable TMs for the period 2025-2029, as well as the PMD for airports in Mexico for the same period.
The maximum rates of Jamaican Airports, were approved in November 2019 and are applicable for the period 2020-2025.
During the periods ended December 31, 2023, 2024 and 2025, compliance with the TM by the Company’s Mexican airports were for 96.0%, 92.5% and 82.9%, respectively.
The table presents a summary for the years ended December 31, 2023, 2024 and 2025, of the Company’s revenues (these do not include revenues related to improvements to concession assets under IFRIC 12). Using the Airports Law classification, the information is sent to the SICT to comply with the Company’s reporting obligations with respect to regulated and unregulated revenues, which are classified as either aeronautical or non-aeronautical revenues. For this presentation, access fees charged to third parties for complementary services are classified as airport services.
2023
2024
2025
Regulated revenues
Airport operating services to airlines:
Landing
Ps.
1,406,936
Ps.
1,468,350
Ps.
1,720,929
Charges for not canceling extended stay reservations
27,774
16,187
18,204
Parking on embarking/disembarking platform
172,395
210,956
260,518
Parking on extended stay or overnight platform
132,556
143,719
151,642
Passenger walkways and shuttle buses
38,383
38,510
228,460
Airport security charges
569,599
613,821
682,479
Airport real estate services to airlines:
Leasing of hangars to airlines
31,072
33,416
33,668
Leasing of shops, warehouses and stockrooms to airlines (operating)
7,148
7,366
6,838
Leasing of space and other terminal facilities to airlines within the terminal (operating)
70,152
80,467
84,187
Leasing of land and other surfaces to airlines outside the terminal (operating)
8,619
9,063
10,096
Leasing of check-in desks and other terminal space
5,366
5,316
4,738
Leasing of desks and other terminal space for ticket sale
2,165
6,115
7,244
Airport passenger services:
Domestic passenger charges
7,784,766
7,154,755
8,657,474
International passenger charges
8,276,384
8,520,174
10,082,456
Airport real estate services and rights of access to other operators
109,983
117,424
125,338
Complementary services:
Catering services
39,337
52,113
56,381
Other third-party ramp services rendered to airlines
188,772
214,253
261,195
Traffic and/or dispatch
44,759
48,773
56,863
Fuel supply or removal
335,941
353,595
352,681
Third-party airplane maintenance and repair
15,288
15,694
20,426
Total aeronautical services (regulated revenues included in the maximum rate)
19,267,395
19,110,067
22,821,817
Regulated revenues not included in the maximum rate:
Car parking charges
706,923
696,958
757,558
Recovery of cost over aeronautical services
134,753
130,028
131,382
Recovery of cost over non-aeronautical services
93,802
108,732
125,982
Total regulated revenues not included in the maximum rate
Leasing of space to airlines and other complementary service providers (non-operating)
205,381
214,273
215,618
Lease outside the terminal
111,031
68,262
70,343
Access control / Corporate offices
-
-
36,149
Convenience store
494,665
569,556
660,503
VIP Lounges operated directly
432,481
513,655
656,526
Royalties
2,277
-
-
Cargo operation and bonded warehouse
-
837,165
2,015,769
Hotel Operation
-
83,335
168,271
Revenues from sharing of commercial activities:
Retail operations
197,718
158,882
159,983
Food and beverages
385,580
324,656
332,441
Duty free
161,180
120,241
112,412
Financial services
41,736
31,538
31,348
Car rentals
84,023
60,105
58,570
Access fee for ground transportation
122,249
128,500
145,036
Non-airport access fees
32,557
16,621
17,534
Other leases
42,598
52,781
48,448
Services rendered to ASA
2,891
2,825
1,017
Various commercial-related revenues
124,846
159,209
190,202
Total unregulated revenues
5,229,951
6,736,048
8,689,168
Total of Non-aeronautical services(2)
6,165,429
7,671,766
9,704,090
Total aeronautical and non-aeronautical services
Ps.
25,432,824
Ps.
26,781,833
Ps.
32,525,907
(1)
Unregulated revenues are earned based on the terms of the Company’s operating lease agreements. Lease agreements are based on either a monthly rent (which generally increases each year based on the National Consumer Price Index (INPC) in Mexico and based on the CPI or the greater of a monthly minimum guaranteed rent or a percentage of the lessee’s monthly revenues. Monthly rent and minimum guaranteed rent earned on the Company’s operating lease agreements are included under the caption “Commercial concessions” above. Revenues earned in excess of the minimum guaranteed rent are included in the “Revenues from sharing of commercial activities” caption above (Note 31).
(2)
Includes the total regulated revenues not included in the maximum rate and total unregulated revenues.
Revenues from improvements to concession assets are recognized with respect to the additions and improvements made by the Company, which are committed under the MDP, and is a requirement of fulfillment. Revenues for the years ended as of December 31, 2023, 2024 and 2025 accounted for Ps.7,791,320, Ps.6,832,541 and Ps.8,882,633, respectively..
The revenues of the Company recognized as of December 31, 2023, 2024 and 2025 transferred at a point in time were Ps.19,115,716, Ps.18,863,430 and Ps.22,559,719, respectively and the revenues for services transferred over time was Ps.6,317,108, Ps.7,918,404 and Ps.9,966,188, respectively, which originated from the leasing of commercial spaces.
The revenues of the Company are measured based on the consideration specified in a contract with a client. The trade account receivable from clients corresponds to the total revenue of the Company of this note. The following table presents information on the nature and timing of satisfaction of performance obligations in contracts with customers, including significant payment terms, and the corresponding revenue recognition policy.
Advanced payments from clients represent payments for future services that have not yet been provided and if they are not performed, the Company has the obligation to reimburse their customers for such.
Type of Contract
Nature and timing of service
Revenue recognition according to IFRS 15
Aeronautical contracts with airlines
The Company provides the facilities to serve the passengers and the price is determined based on Maximum Rates approved by the SICT and the JCAA in Jamaica and is assigned based on the service category (TUA, operational airport services, and real estate services to airlines and car parking).
Revenue is recognized monthly as the service is provided, based on the movement of passengers and aircraft associated with the type of service.
Complementary services
The Company provides the facilities to the client in order to render service and ground support to the airlines, based on the specific rates according to the aircraft and tariff for cargo volume.
Revenue assigned according to the type of service provided monthly when the service is performed over time.
Commercial concessions
The Company provides spaces within its terminal buildings that consist of the rental of the space in the airport terminals (different from the spaces occupied by the airlines that are essential for its operation), income from car parking, access fees to third parties that provide catering services and other services at airports, other miscellaneous income and royalties for the use of trademarks of the Company.
Revenues are recognized through operating lease agreements, and either with monthly fixed rent or a percentage of the lessee´s monthly revenues, whichever is higher. Rental income from the Company´s leases is recognized using a straight-line basis over the term of the relevant lease.
Other commercial services
The Company provides other services such as handling, storage and custody of foreign trade merchandise in facilities considered as bonded warehouses obtained through a concession granted by the Ministry of Finance and Public Credit, other handling and storage services, lodging services, structural, functional and superficial evaluation services of pavements.
Revenue is recognized when the services are rendered, since it is when the services are completed that the consideration is receivable.
21.
Depreciation and amortization
Depreciation and amortization for the years ended December 31, 2023, 2024 and 2025 were comprised of the following:
2023
2024
2025
Depreciation
Ps.
851,577
Ps.
1,214,148
Ps.
1,228,308
Amortization
1,694,125
1,846,891
2,523,640
Ps.
2,545,702
Ps.
3,061,039
Ps.
3,751,948
22.
Employee Cost
Employee Cost for the years ended December 31, 2023, 2024 and 2025 was comprised of the following:
As disclosed in Note 3.n, in conformity with IFRIC 12, the Company must recognize the revenues and costs of additions and improvements to concession assets, which they are obligated to perform at the airports as established by the MDP. The cost for such additions and improvements to concession assets is based on actual costs incurred by the Company in the execution of the additions or improvements, considering the investment requirements in the MDP, through bidding processes, the Company contracts third parties to carry out such construction. The amount of revenues for these services are equal to the amount of costs incurred, as the Company does not obtain any profit margin for these construction services. The amounts paid are set at market value.
Cost of improvements to concession assets are comprised of the following as of December 31, 2023, 2024 and 2025:
2023
2024
2025
Cost of improvements to concession assets
Ps.
7,791,320
Ps.
6,832,541
Ps.
8,882,633
24.
Other income – net
Other expenses (incomes) are comprised of the following as of December 31, 2023, 2024 and 2025:
2023
2024
2025
Insurance recovery
Ps.
(6,295
)
Ps.
(12,971
)
Ps.
(6,326
)
Sale of fixed assets
(5,365
)
(87,880
)
(12,616
)
Cancellation of non-eligible liabilities and provisions
(24,948
)
(25,220
)
(30,792
)
Other income
(27,724
)
(102,467
)
(77,670
)
Total of other income
(64,332
)
(228,538
)
(127,404
)
Repair of damage from natural disasters
18,262
4,857
10,177
Cost of retirement and disposal of fixed assets
5,339
45,890
14,274
Other expenses
24,855
72,715
16,549
Total other expenses
48,456
123,462
41,000
Other expense (income) – Net
Ps.
(15,876
)
Ps.
(105,076
)
Ps.
(86,404
)
25.
Finance cost – Net
The net finance (cost) income is comprised of the following for the years ended December 31, 2023, 2024 and 2025:
On December 12, 2019, for Mexico’s airports, the SICT approved to the Company the MDP for the period 2020-2024. In August 2020, the Company presented to the Aeronautical Authority an adjustment proposal for the extraordinary review of the MDP due to the negative effects of the COVID-19 pandemic, postponing investment that were scheduled to conclude in 2024, now will end in 2026, which was authorized by authority in November 2020.
b.
On August 27, 2024 for the airports in Mexico, the SICT authorized the Company the MDP for the period 2025-2029.
Below are shown the investments committed through the period:
Year
Committed amount
2025
Ps.
10,946,670
2026
7,360,817
2027
8,788,093
2028
6,852,096
2029
9,237,283
Ps.
43,184,959
The committed amounts above are expressed in pesos of purchasing power as of December 31, 2022.
c.
In the same way AAJ approved the committed investments of the MDP for USD$111.7 million for MBJA and USD$101.4 million for PACKAL, through the 2020-2024 period. In December 2020, the AAJ granted MBJA and PACKAL the capital investment deferral for 2020, so they can start in June 2021. During 2023, 2024, and 2025, MBJA made investments for USD$11.6 million, USD$12.5 million and USD$13.4 million, respectively, and PACKAL for USD$2.6 million, USD$22.4 million and USD$23.5 million, respectively, in 2023, 2024 and 2025.
d.
On June 6, 2025, the AAJ authorized investments for Jamaica's airports for the period 2026-2030, amounting to USD$85.2 million for PACKAL and USD$118.1 million for MBJA.
e.
In March 2023, the AFAC authorized 100% compliance with the MDP for fiscal year 2022.
f.
In March 2024, the AFAC authorized 100% compliance with the MDP for fiscal year 2023.
g.
In March 2025, the AFAC authorized 100% compliance with the MDP for fiscal year 2024
27.
Contingencies
a)
Claims have been established against certain airports in Mexico by the municipalities in which they operate, for the payment of property tax (impuesto predial) related to land included within the conceded assets. Based on the opinion of its external legal counsel, the Company estimates that there are no legal bases for these claims and legal actions have been taken to obtain the nullity of such assessments and, where applicable, of the acts of execution or attachment that have been carried out based on them. The Company expects to have no adverse effect on its results of operations.
On November 26, 2014, the Municipal Authority of Tijuana issued a payment demand for property tax for the period from 2000 to 2014 for Ps.234,780, which was challenged by the Company on December 19, 2014, and the jurisdictional authority granted the Company a stay of execution against the acts of the municipal authority and set a bond of Ps.234,780, which was challenged by virtue of the fact that the Company considers that in previous lawsuits part of the amount set by the Court was already guaranteed, an aspect that has already been resolved by the Court; therefore, on June 19, 2018, the bond was exhibited before the Municipal Authority of Tijuana, Baja California for the amount of Ps.122,926.
In the month of October 2020, the Court issued a judgment adverse to the interests of the Company, for which a motion for review was filed, which was admitted by the Superior Court of Justice on January 14, 2021. On June 28, 2022, in a plenary session, the Court confirmed the impropriety of the claim made by the Airport. The Company is in the process of challenging the second-instance judgment. On August 24, 2022, an amparo suit (constitutional appeal) was filed before the responsible authority against the aforementioned resolution, which to date remains pending resolution.
Likewise, the Municipal Authority of Tijuana made payment demands for property tax for the 2015, 2016, and 2017 fiscal years, the above in the first quarter of the years 2020, 2021, and 2022 respectively, which are being challenged to date before the competent courts and are pending resolution. Similarly, during the month of March 2023, the aforementioned municipal authority
made a new requirement regarding the 2018 fiscal year, which is pending challenge. By virtue of this new requirement made by the municipal authority, on April 26, 2023, the nullity suit was admitted, through which the Company will seek to legally nullify the effects of this requirement made in the month of March 2023. It continues with its challenge process. It is expected that during the first quarter of 2024 the Federal Court will issue a resolution in this regard.
Furthermore, on March 27, 2024, the Municipal Authority required payment from the airport for property tax in the amount of Ps.31,450 for the 2019 fiscal year. This new requirement has already been challenged by the Company for the same reasons for which the federal lawsuit was resolved in favor of the airport.
On September 19, 2025, a substitute compliance agreement was executed between the Tampico Ejido and the Federal Government, through the SICT, under which the dispute was resolved by paying compensation to the ejido, as well as fees, in a combined amount of Ps.723,318, and by formally restoring the land area that, prior to the concession, had been in the ejido’s possession and was not part of the Tijuana Airport boundary polygon.
b)
On October 1, 2013, four summonses were received in the name of Grupo Aeroportuario del Pacífico, S.A.B. de C.V., Puerto Vallarta airport, and various Federal Authorities related to four agrarian lawsuits through which the Ejido Valle de Banderas claims, among other things, the vacation and restitution of slightly more than 154 hectares of the Puerto Vallarta airport's perimeter, or in its case, a substitute fulfillment through the payment of an indemnity for said land, in addition to requesting the partial cancellation of the airport's concession title. On January 24, 2014, the first hearing was held consisting of the ratification of the claim by the ejido and the response given by each of the defendants, who, upon interposing, among other things, the exception of lack of jurisdiction both by subject matter and by territory, the hearing was suspended to give the dissenters three days to manifest what suits their legal interests. It should be noted that the Company estimates that the Agrarian Court of Tepic in the state of Nayarit does not have jurisdiction, because the land in dispute is in the state of Jalisco; furthermore, an Agrarian Court is not competent to declare the nullity of an administrative act such as a Concession title. To date, the Superior Court declared the Agrarian Court of Tepic competent, a ruling that was favorable but currently challenged before a Superior Federal Court. Derived from the challenge, the Superior Federal Court declared the court in Guadalajara, Jalisco, as competent in three of the lawsuits. Two of the three proceedings are before the agrarian Court of Jalisco pending resolution of lack of subject-matter jurisdiction. The third is pending the transfer of the records to the Guadalajara Court. The fourth procedure is in the Agrarian Court of Tepic pending resolution in the last instance regarding territorial jurisdiction; during 2020, jurisdiction was issued for its transfer to the Guadalajara Court and they are in their initial evidentiary stage, therefore, as of the date of issuance of the consolidated financial statements, said procedures remain pending resolution.
c)
On September 25, 2025, the Municipality of Tlajomulco de Zúñiga required the Airport for the concept of property tax for the fiscal years from 2006 to 2025 the amount of Ps.34,569, a requirement that was challenged in a timely and proper manner, and which is pending resolution before the administrative courts.
d)
In the event that said legal processes are resolved in such a way that they affect any of the Company's airports, the Company has legal recourse to challenge the resolutions; furthermore, under the terms of the concessions, the Company is guaranteed access to the land of the concessionaire companies and the Mexican Government will be responsible for any interruption of the operation caused by the ejidatarios and would have to restore the concessionaire in its rights for the use of public domain assets, in addition to compensating the economic damage to the airport. The Company's Management, together with its legal advisors, has concluded that there is no present obligation; therefore, the Company has not recognized any provision in this regard.
e)
The Company's operations are governed by federal and state laws and by regulations relating to the protection of the environment. Under these laws, regulations concerning water and air pollution, environmental impact studies, noise control, and hazardous and non-hazardous waste have been established. The Federal Attorney General for Environmental Protection (PROFEPA) may impose administrative, civil, and criminal sanctions against companies that violate environmental laws and has the power to close facilities that do not comply with said regulations. As of the date of issuance of the consolidated financial statements, Management has no knowledge of any sanction against the Company.
All airports provide similar services to their customers as described in Note 20.
The elimination of the investment of the Company in its subsidiaries is included under “Eliminations” along with any intersegment revenues and other significant intercompany operations.
The following are the results, assets and liabilities by segments for the years ended December 31, 2023, 2024 and 2025:
Non-current assets are comprised of Machinery, equipment, Improvements to leased assets, Improvements to concession assets, Airport concessions, Rights of use of airport facilities, Other acquired rights, Right-of-use assets and Other assets.
The unrealized exchange loss, net amounts (a non-cash item) disclosed in the consolidated statements of cash flow relates mainly to Other Companies segments, and comes from bank loans denominated in foreign currency.
The amounts shown in the eliminations column relates to the intercompany transactions and balances being eliminated to arrive at consolidated figures, such as, personnel services, parking operations, income and financial expenses, equity method, investments in subsidiaries, amongst the most important.
- Geographic information – All subsidiaries of the Company operate in Mexico and Jamaica. The financial information presented above covers the different regions in which these airports operate. Segment revenue has been based on the geographic location of the customers and non-current segment assets were based on the location of the assets. Montego Bay and Kingston airports corresponds to the Region of Jamaica with geographic revenue of Ps.4,044,747, Ps.4,650,918 and Ps.4,861,059 during the years ended December 31, 2023, 2024 and 2025 respectively and non-current assets of Ps.4,964,249, Ps.6,434,983 and Ps.6,233,200 as of December 31, 2023, 2024 and 2025 respectively. Geographic revenue from customers located in Mexico amounted to Ps.29,179,397, Ps.28,963,456 and Ps.36,547,481 for the years ended December 31, 2023, 2024 and 2025 and non-current assets physically located in Mexico totaled Ps.41,265,702, Ps.49,613,607 and Ps.58,741,547, as of December 31, 2023, 2024 and 2025 respectively.
- Major Customers – The Company has no dependence on a particular customer, as 48.3%, 46.6% and 45.5% of the total revenues for 2023, 2024 and 2025, respectively, corresponds to the passenger charges that are paid by passengers upon use of the Company’s airport facilities, that is collected by the airlines to be subsequently reimbursed to the airports, and are covered by the airlines through guarantees issued in favor of the airports. Without the revenues from passenger charges that airlines collect on behalf of the Company, no one customer represents more than 10% of the consolidated revenues.
- Major suppliers –The Company has no dependence on a specific supplier, due to, no one supplier represents more than 10% of its capital investments in productive assets and/or of the total operating costs.
Transactions denominated in foreign currency for the years ended December 31, 2023, 2024 and 2025 were as follows:
2023
2024
2025
(In thousands of U.S. dollars)
Revenues from aeronautical and non-aeronautical services
283,180
291,069
287,352
Revenues for recovery expenses
1,441
1,484
1,739
Technical assistance fees
7,054
7,290
7,501
Investments, operating expenses and interest (1)
168,687
170,520
175,142
(1)
For the years ending December 31, 2023, 2024, and 2025, the amounts of USD$8.8 million, USD$15.0 million, and USD$10.6 million, respectively, correspond to interest.
b.
The exchange rates in effect on the dates of the consolidated financial statements and its issuance date were as follows:
December 31,
February 27,
2023
2024
2025
2026
Mexican pesos per one U.S. dollar (Note 3.o)
Ps.
16.8935
Ps.
20.2683
Ps.
17.9667
Ps.
17.1700
30.
Transactions with related parties
According to the definitions of control established in IFRS, the Company does not have a company controlling its operations, however, according to these definitions, the following companies are considered related parties:
a.
Aeropuertos Mexicanos del Pacífico, S.A.P.I. de C.V.
AMP represents an entity with significant influence over the operation of the Company, since it has representation on the Board of Directors, participates in the policy-making processes, maintains material transactions, appoints officers and provides essential technical information, but without exercising control over the Company. No other Stockholder fulfills this definition.
Transactions with AMP were entered into at prices comparable to those for transactions with independent parties and were as follows:
2023
2024
2025
AMP, entity with significant influence
Expenses:
Technical assistance fees
Ps.
851,320
Ps.
845,233
Ps.
971,750
In 1999, GAP and AMP entered into a technical assistance and transfer-of-technology agreement whereby AMP and its stockholders agreed to render administrative and advisory services and transfer industry technology and know-how to GAP in Mexico in exchange for consideration. The agreement’s original 15-year term may be automatically renewed for successive five-year terms, with the approval of the stockholders, unless one party gives a termination notice to the other at least 60 days prior to the effective termination date. Only the Stockholders’ Meeting has the authority to decide the non-renewal or deny the renewal of the agreement. If GAP decides to cancel or renew the agreement, GAP needs the approval of at least 51% of the holders of Series B shares other than AMP or any party related to AMP, according to the definition of the participation agreement signed on August
25, 1999 among the SICT, GAP in Mexico, its strategic partner and the Stockholders of the strategic partner. On August 25, 2014, 2019 and 2024, the initial term was renewed for five additional years.
On August 25, 2024, the third term of the Technical Assistance agreement between the Company and AMP expired and in the same date it was automatically renewed for an additional five years, in accordance with Clause 5.2 of the agreement.
According to the agreement, as of January 1, 2000, the Company committed to pay AMP annual install of USD$7,000,000 for the years 2000 and 2001 and, beginning in 2002, the greater of USD$4,000,000 (these amounts are subject to adjustment based on the CPI) or 5% of GAP’s consolidated operating income only for the Mexican airports, defined as earnings before interest income or expense, calculated prior to deducting the technical assistance fee, income taxes, depreciation and amortization.
The balance as of December 31, 2023, 2024 and 2025 was as follows:
2023
2024
2025
AMP, entity with significant influence:
Accounts payable
Ps.
722,923
Ps.
704,612
Ps.
828,975
AMP is also entitled to the refund of expenses incurred in the rendering of services provided for in the agreement.
b.
Accounts receivable with other related parties that are in the consolidated statement of financial position as of December 31, 2023, 2024 and 2025, are integrated as follows:
2023
2024
2025
Accounts receivable:
Especialistas en Alta Cocina, S.A. de C.V. (Independent Director)
Ps.
24
Ps.
24
Ps.
24
Fly by Wings, S.A. de C.V. (Independent Director)
Ps.
—
Ps.
591
Ps.
122
Las Nuevas Delicias Gastronómicas, S. de R.L. de C.V. (Independent Director)
Ps.
—
Ps.
1,926
Ps.
630
Servicios empresariales de alta calidad, S.A. de C.V. (Shareholder)
Ps.
76
—
Ps.
—
Operadora de Alimentos y Malteadas, S.A.P.I. de C.V. (Independent Director)
Ps.
2,265
Ps.
1,041
Ps.
—
Otayconnect, S. de R. L. de C.V. (Shareholder)
Ps.
—
Ps.
569
—
Restaurantes SUSHI ITTO, S.A. de C.V. (Independent Director)
Ps.
—
Ps.
45
Ps.
—
Beer Factory de México, S.A. de C.V. (Independent Director)
Ps.
—
Ps.
588
Ps.
91
c.
Transactions with other related parties that are included in the consolidated statement of profit or loss and other comprehensive income as of December 31, 2023, 2024 and 2025, are as follows:
Las Nuevas Delicias Gastronómicas, S. de R. L. de C.V. (Independent Director)
Ps.
8,645
Ps.
26,506
Ps.
41,525
Fly by Wings, S.A. de C.V. (Independent Director)
Ps.
40,325
Ps.
27,428
Ps.
39,162
Servicios empresariales de alta calidad, S.A. de C.V. (Shareholder)
Ps.
19
Ps.
30
Ps.
—
Operadora de Alimentos y Malteadas, S.A.P.I. de C.V. (Independent Director)
Ps.
5,486
Ps.
32,853
Ps.
43,066
Restaurantes SUSHI ITTO, S.A. de C.V. (Independent Director)
Ps.
—
Ps.
2,362
Ps.
3,645
Beer Factory México, S.A. de C.V. (Independent Director)
Ps.
—
Ps.
2,970
Ps.
1,371
2023
2024
2025
Technical advisory:
Ingeniería y Economía del Transporte, S.A. (Shareholder)
Ps.
14,620
Ps.
6,254
Ps.
16,918
d.
The total short term employee benefits paid to key management personnel or directors, for the years ended December 31, 2023, 2024 and 2025 were as follows:
2023
2024
2025
Management - short term
Ps.
89,974
Ps.
115,257
Ps.
122,001
Independent directors (7)
Ps.
9,093
Ps.
11,815
Ps.
15,892
31.
Leases
The Company leases space for its corporate offices under renewed operating lease agreements for a term of three and five years, counted as of June 2021 and March 2022, and will end in September 2026. The monthly rent to pay was Ps.1,435. Base rent is subject to increases in accordance with the INPC and the CPI.
The expense in pesos for income amounted was Ps.20,940, Ps.25,859 and Ps.27,537, for December 31, 2023, 2024 and 2025, respectively.
In addition to the rent described above, the Company has entered into other contracts for the rental of other assets, the amounts of which are not material.
The Company receives payments from the leasing of spaces inside the commercial area of the airports, which have been classified as operating leases. The future minimum lease payments associated with such non-cancelable in Mexico leases is as follows:
2023
2024
2025
Less than one year
Ps.
2,122,505
Ps.
2,494,023
Ps.
2,745,628
One to two years
1,607,033
1,870,248
2,064,580
Two to three years
1,041,070
1,390,463
886,345
Three to four years
724,253
505,451
427,301
Four to five years
190,564
238,339
209,586
More than five years
144,767
142,567
469,442
Ps.
5,830,192
Ps.
6,641,091
Ps.
6,802,882
b)
Future minimum rental payments under non-cancellable leases in MBJA and PACKAL are as shown in the following table (in thousands of USD Dollars):
2023
2024
2025
Less than one year
USD$
14,432
USD$
23,403
USD$
18,933
One to two years
13,974
18,670
17,406
Two to three years
12,835
5,781
5,437
Three to four years
4,302
268
4,079
Four to five years
157
146
4,079
More than five years
-
195
12,207
USD$
45,700
USD$
48,463
USD$
62,141
During the years ended December 31, 2023, 2024 and 2025, the Company recognized income from leasing activities of Ps.4,542,719, Ps.4,963,458 and Ps.6,641,091, respectively, as part of the unregulated revenues in the consolidated statements of profit or loss and other comprehensive income.
Future minimum rentals do not include the contingent rentals that may be paid under certain commercial leases on the basis of a percentage of the lessee’s monthly revenues in excess of the monthly minimum guaranteed rent. Contingent rentals for the years ended December 31, 2023, 2024 and 2025 are disclosed under the caption “Revenues from sharing of commercial activities” in Note 20.
IFRS 18 (Presentation and Disclosure in Financial Statements) has been issued but is not yet effective for the Group (effective for annual periods beginning on or after 1 January 2027) and has not been early adopted. When applied, it will replace IAS 1 and is expected to primarily impact presentation and disclosures (rather than recognition and measurement), including (i) introducing a more consistent structure in the statement of profit or loss with new defined subtotals (such as operating profit and profit before financing and income taxes) and classification of income and expenses into specified categories, and (ii) requiring enhanced disclosures for management-defined performance measures (including explanations and reconciliations to IFRS-defined subtotals). The Group is assessing the potential effects on its financial statements, with the most significant expected impacts relating to the format of primary statements and related note disclosures.
In particular, the Group is currently assessing the expected impacts of the adoption of IFRS 18, Presentation and Disclosure in Financial Statements, which will primarily affect the structure and presentation of the statement of profit or loss by introducing defined categories (operating, investing and financing) and additional disclosure requirements. Based on the preliminary assessment performed to date, the Company expects certain reclassifications within the statement of profit or loss, including (i) the presentation of foreign exchange gains and losses within the operating, investing or financing category, as applicable, based on the nature of the underlying items, and (ii) the classification and presentation of interest income and interest expense, which may no longer be presented within operating activities depending on the Company’s current presentation and the requirements of IFRS 18. Management has initiated its implementation plan and is coordinating with the relevant functions, including Information Technology, to enable the necessary system changes (including the opening and mapping of new line items and disclosures) to support the required presentation and expanded disclosures as the adoption process progresses.
Standard
Effective as of
IFRS 18– Presentation and disclosure in financial statements
- On January 20, 2026, the Company refinanced the USD$95.5 million credit line maturing on that date with Scotiabank Inverlat, S.A., through the execution of a new financing agreement with The Bank of Nova Scotia, with a 12‑month term and monthly interest payments at a variable rate of 1‑month SOFR plus 50 basis points, with no additional fees. The principal will be payable at maturity on January 19, 2027, with an option for early repayment without penalty.
- On March 19, 2026, the Company refinanced the USD$95.5 million credit line maturing on that date with BBVA Bancomer , S.A., through the execution of a new financing agreement with The same institution, the new loan has a six-month term, with the option to extend for an additional six months, with interest payable monthly at a variable rate equivalent to SOFR plus 40 basis points. It also includes a structuring fee of 10 basis points and, if the extension option is exercised, an additional fee of 10 basis points.
- On March 23, 2026, the Company paid the maturity of the bond certificate identified as “GAP 23L,” equivalent to 11.2 million certificates for a total amount of Ps.1,120.0 million. The payment was made using proceeds from a new credit facility with Scotiabank Inverlat, S.A. for Ps.1,120.0 million, with a 12-month term and an interest rate equivalent to TIIE Funding plus 44 basis points during the first two months, and plus 51 basis points starting from the third month. This facility does not include fees or breakage costs.
- On March 31, 2026, the Company issued Ps.10,718.0 million in long-term debt securities. The issuance was structured in two tranches i) Ps.2,767.0 million under the ticker symbol “GAP 26” at a variable interest rate of TIIE Funding plus 45 basis points, with principal due on March 27, 2029; and ii) Ps.7,951.0 million under the ticker symbol “GAP 26-2,” which pays interest every 182 days at a fixed annual rate of 9.87%, with principal due on March 18, 2036. Proceeds were allocated to capital investments and finance the acquisition of the remaining 25% equity interest in CBX as part of our Pending Business Combination.
The accompanying consolidated financial statements were authorized for issuance in the Company’s annual report on Form 20-F, by the Chief Executive Officer and the Chief Financial Officer of Grupo Aeroportuario del Pacífico, S.A.B. de C.V. on April 17, 2026, hereby updated for subsequent events, to be filed with the United States Securities and Exchange Commission