Grupo Televisa, S.a.b.
A producer of Spanish-language television shows, this Mexican broadcaster is the world's largest creator of Spanish-language content, famous for the telenovelas aired on its flagship network Las Estrellas (formerly Canal de las Estrellas). Formed in 1973 from the merger of two Mexican broadcasters, Telesistema Mexicano and Televisión Independiente de México, its name is a contraction of "Televisión Vía Satélite," meaning "television via satellite."
Sponsored ADR representing ordinary shares of Grupo Televisa S.A.B.
20-F · Fiscal year ended Dec 31, 2025 · SEC filing ↗
The original filing sections are available below.
Market Risk Disclosures Market risk is the exposure to an adverse change in the value of financial instruments caused by market factors including changes in equity prices, interest rates, foreign currency exchange rates, commodity prices and inflation rates. The following inform…
Market Risk Disclosures Market risk is the exposure to an adverse change in the value of financial instruments caused by market factors including changes in equity prices, interest rates, foreign currency exchange rates, commodity prices and inflation rates. The following information includes “forward-looking statements” that involve risks and uncertainties. Actual results could differ from those presented. Risk Management. We are exposed to market risks arising from changes in equity prices, interest rates, foreign currency exchange rates and inflation rates, in both the Mexican and U.S. markets. Our risk management activities are monitored by our Investments, Risk Management and Treasury Committee. We monitor our exposure to interest rate risk by: (i) evaluating differences between interest rates on our outstanding debt and short-term investments and market interest rates on similar financial instruments; (ii) reviewing our cash flow needs and financial ratios (indebtedness and interest coverage); (iii) assessing current and forecasted trends in the relevant markets; and (iv) evaluating peer group and industry practices. This approach allows us to establish the interest rate “mix” between variable and fixed rate debt. 127 Table of Contents Foreign currency exchange risk is monitored by assessing our net monetary liability position in U.S. Dollars and our forecasted cash flow needs for anticipated U.S. Dollar investments and servicing our U.S. Dollar-denominated debt. Equity price risk is assessed by evaluating the long-term value of our investment in both domestic and foreign affiliates, versus comparable investments in the marketplace. We classify our equity investments in affiliates, both domestic and foreign, as long-term assets. In compliance with the procedures and controls established by our Investments, Risk Management and Treasury Committee, in 2023, 2024 and 2025, we entered into certain derivative transactions with certain financial institutions in order to manage our exposure to market risks resulting from changes in interest rates, foreign currency exchange rates, and inflation rates. Our objective in managing foreign currency and inflation fluctuations is to reduce earnings and cash flow volatility. See Notes 2(w), 4 and 15 to our consolidated year-end financial statements. Foreign Currency Exchange Rate Risk and Interest Rate Risk During 2025, the Company entered into forward exchange rate agreements, primarily for coupons and principal of U.S. dollar denominated debt that were expected to be made during 2025 and 2026. As of December 31, 2025, the notional amount outstanding of the active forward contracts was U.S.$388.2 million and the net fair value of these agreements represents a liability of Ps.267.2 million. As of March 31, 2026, the notional amount outstanding of the active forward contracts for coupons and principal was U.S.$116.4 million and the net fair value of these agreements was a loss of Ps.83.0 million. The potential loss in fair value for such instruments from a hypothetical 1.0% change in the exchange rate would be approximately Ps.63.9 million as of December 31, 2025, and Ps.17.8 million as of March 31, 2026. This sensitivity analysis assumes a downward parallel shift in the Mexican Peso. During 2025, the Company entered into forward exchange rate agreements, primarily for capital expenditures that were expected to be made during 2025 and 2026. As of December 31, 2025, the notional amount outstanding of the active forward contracts was U.S.$20.0 million. The net fair value of these agreements represents a liability of Ps.32.4 million. As of March 31, 2026, the notional amount outstanding of the active forward contracts was U.S.$8.0 million. The net fair value of these agreements was a loss of Ps.9.6 million. The potential loss in fair value for such instruments from a hypothetical 1.0% change in the exchange rate would be approximately Ps.3.6 million as of December 31, 2025 and Ps.1.2 million as of March 31, 2026. This sensitivity analysis assumes a downward parallel shift in the Mexican Peso. During 2025, Cablevisión entered into forward exchange rate agreements, primarily for capital expenditures that were expected to be made during 2025 and 2026. As of December 31, 2025, the notional amount outstanding of the active forward contracts was U.S.$7.5 million. The net fair value of these agreements represents a liability of Ps.13.0 million. As of March 31, 2026, the notional amount outstanding of the active forward contracts was U.S.$1.5 million. The net fair value of these agreements was a loss of Ps.1.7 million. The potential loss in fair value for such instruments from a hypothetical 1.0% change in the exchange rate would be approximately Ps.1.4 million as of December 31, 2025, and Ps.0.3 million as of March 31, 2026. This sensitivity analysis assumes a downward parallel shift in the Mexican Peso. During 2025, TVI entered into forward exchange rate agreements, primarily for capital expenditures that were expected to be made during 2025 and 2026. As of December 31, 2025, the notional amount outstanding of the active forward contracts was U.S.$6.9 million. The net fair value of these agreements represents a liability of Ps.11.7 million. As of March 31, 2026, the notional amount outstanding of the active forward contracts was U.S.$2.4 million. The net fair value of these agreements was a loss of Ps.2.8 million. The potential loss in fair value for such instruments from a hypothetical 1.0% change in the exchange rate would be approximately Ps.1.2 million as of December 31, 2025, and Ps.0.4 million as of March 31, 2026. This sensitivity analysis assumes a downward parallel shift in the Mexican Peso. During 2025, Corporación Novavisión entered into forward exchange rate agreements, primarily for capital expenditures that were expected to be made during 2025 and 2026. As of December 31, 2025, the notional amount outstanding of the active forward contracts was U.S.$23.5 million. The net fair value of these agreements represents a liability of Ps.42.0 million. As of March 31, 2026, the notional amount outstanding of the active forward contracts was U.S.$8.5 million. The net fair value of these agreements was a loss of Ps.12.8 million. The potential loss in fair value for such instruments from a hypothetical 1.0% change in the exchange rate would be approximately Ps.4.0 million as of December 31, 2025, and Ps.1.3 million as of March 31, 2026. This sensitivity analysis assumes a downward parallel shift in the Mexican Peso. 128 Table of Contents During 2025, Cablemás Telecomunicaciones entered into forward exchange rate agreements, primarily for capital expenditures that were expected to be made during 2025 and 2026. As of December 31, 2025, the notional amount outstanding of the active forward contracts was U.S.$31.6 million. The net fair value of these agreements represents a liability of Ps.46.8 million. As of March 31, 2026, the notional amount outstanding of the active forward contracts was U.S.$16.6 million. The net fair value of these agreements was a loss of Ps.19.8 million. The potential loss in fair value for such instruments from a hypothetical 1.0% change in the exchange rate would be approximately Ps.5.4 million as of December 31, 2025, and Ps.2.5 million as of March 31, 2026. This sensitivity analysis assumes a downward parallel shift in the Mexican Peso. Sensitivity and Fair Value Analyses The sensitivity analyses that follow are intended to present the hypothetical change in fair value or loss in earnings due to changes in interest rates, inflation rates, foreign currency exchange rates and debt and equity market prices as they affect our financial instruments at December 31, 2025 and 2024. These analyses address market risk only and do not present other risks that we face in the ordinary course of business, including country risk and credit risk. The hypothetical changes reflect our view of changes that are reasonably possible over a one-year period. For purposes of the following sensitivity analyses, we have made conservative assumptions of expected near-term future changes in U.S. interest rates, Mexican interest rates, inflation rates and Peso to U.S. Dollar exchange rates of 10%. The results of the analyses do not purport to represent actual changes in fair value or losses in earnings that we will incur. Increase (decrease) of fair value over carrying amount Increase assuming a (decrease) of hypothetical fair value over 10% increase in December 31, 2025 Carrying amount(2) Fair value(3) carrying amount fair value Assets: Long-term loan and interest receivable from GTAC Ps. 1,030.2 Ps. 1,033.9 Ps. 3.7 Ps. 107.1 Open-Ended Fund 817.3 817.3 — 81.7 Publicly traded equity instruments 2,608.0 2,608.0 — 260.8 Liabilities: U.S. dollar-denominated debt: Senior Notes due 2026 3,737.0 3,731.4 (5.6) 367.5 Senior Notes due 2032 5,405.0 5,761.5 356.5 932.7 Senior Notes due 2040 10,809.9 9,393.4 (1,416.5) (477.2) Senior Notes due 2045 14,244.0 9,438.2 (4,805.8) (3,862.0) Senior Notes due 2046 15,846.8 12,059.4 (3,787.4) (2,581.4) Senior Notes due 2049 11,907.6 7,889.5 (4,018.1) (3,229.1) Peso-denominated debt: Notes due 2027 4,500.0 4,484.0 (16.0) 432.4 Senior Notes due 2037 4,500.0 3,101.8 (1,398.2) (1,088.0) Senior Notes due 2043 6,225.7 3,756.8 (2,468.9) (2,093.2) Long-term notes payable to Mexican Banks 10,000.0 10,084.0 84.0 1,092.4 Lease Liabilities 5,436.0 5,595.5 159.5 719.0 Derivative financial instruments (1) 413.2 413.2 — 41.3 129 Table of Contents Increase (decrease) of fair value over carrying amount Increase assuming a (decrease) of hypothetical fair value over 10% increase in December 31, 2024 Carrying amount(2) Fair value(3) carrying amount fair value Assets: Long-term loan and interest receivable from GTAC Ps. 1,024.4 Ps. 1,031.5 Ps. 7.1 Ps. 110.3 Open-Ended Fund 784.8 784.8 — 78.5 Publicly traded equity instruments 1,709.9 1,709.9 — 171.0 Derivative financial instruments(1) 2,001.0 2,001.0 — 200.1 Liabilities: U.S. dollar-denominated debt: Senior Notes due 2025(4) 4,579.5 4,577.9 (1.6) 456.2 Senior Notes due 2026 4,328.7 4,254.2 (74.5) 350.9 Senior Notes due 2032 6,260.7 6,838.3 577.6 1,261.4 Senior Notes due 2040 12,521.5 11,389.8 (1,131.7) 7.3 Senior Notes due 2045 16,499.3 11,969.1 (4,530.2) (3,333.3) Senior Notes due 2046 18,355.9 15,480.1 (2,875.8) (1,327.8) Senior Notes due 2049 13,792.9 10,280.4 (3,512.5) (2,484.5) Peso-denominated debt: Notes due 2027 4,500.0 4,252.7 (247.3) 178.0 Senior Notes due 2037 4,500.0 3,186.4 (1,313.6) (994.9) Senior Notes due 2043 6,225.7 3,608.5 (2,617.2) (2,256.4) Long-term notes payable to Mexican Banks 12,650.0 12,777.2 127.2 1,405.0 Lease Liabilities 5,386.6 5,454.2 67.5 612.9 (1) Given the nature and the tenor of these derivatives, an increase of 10% in the interest and/or exchange rates would not be an accurate sensitivity analysis. (2) The carrying value of debt is stated in this table at its principal amount. (3) The fair value of the Senior Notes and Notes due by the Group are within Level 1 of the fair value hierarchy as there is a quoted market price for them. The fair value of the lease liabilities are within Level 2 of the fair value hierarchy and has been estimated based on cash flows discounted using an estimated weighted average cost of capital. The fair value of held-to-maturity securities are within Level 1 of the fair value hierarchy and were based on market interest rates to the listed securities. (4) The Senior Notes due 2025 were repaid at maturity on March 18, 2025. 130 Table of Contents We are also subject to the risk of foreign currency exchange rate fluctuations, resulting from the net monetary position in U.S. Dollars of our Mexican operations, as follows: Year Ended December 31, 2025 2024 (In millions of U.S. Dollars) U.S. Dollar-denominated and U.S. Dollar-equivalent monetary assets, primarily cash and cash equivalents, short-term investments, and non-current investments in financial instruments(1) U.S.$ 1,655.9 U.S.$ 1,352.0 U.S. Dollar-denominated and U.S. Dollar-equivalent monetary liabilities, primarily trade accounts payable, Senior debt securities, lease liabilities, and other liabilities(2)(3) (3,819.7) (3,942.2) Net liability position U.S.$ (2,163.8) U.S.$ (2,590.2) (1) In 2025 and 2024, include U.S. Dollar equivalent amounts of U.S.$9.5 million and U.S.$33.4 million, respectively, related to other foreign currencies, primarily Euros. (2) In 2025 and 2024, include U.S. Dollar equivalent amounts of U.S.$40.1 million and U.S.$0.1 million, respectively, related to other foreign currencies, primarily Euros. (3) In 2025 and 2024, monetary liabilities included U.S.$2,304.1 million (Ps.41,511.5 million) and U.S.$2,108.7 million (Ps.44,005.8 million), respectively, related to long-term debt designed as a hedging instrument of the Group’s investments in TelevisaUnivision and the investment in Open-Ended Fund. At December 31, 2025, a hypothetical 10% appreciation/depreciation in the U.S. dollar to Mexican peso exchange rate would result in a foreign exchange gain/loss, net of hedge, of Ps.252.8 million. At December 31, 2024, a hypothetical 10% appreciation/depreciation in the U.S. dollar to Mexican peso exchange rate would result in a foreign exchange gain/loss, net of hedge, of Ps.1,004.9 million.
Selected Financial Data The following tables present our selected consolidated financial information as of and for each of the periods indicated. This information is qualified in its entirety by reference to, and should be read together with, our audited consolidated year-end fi…
Selected Financial Data The following tables present our selected consolidated financial information as of and for each of the periods indicated. This information is qualified in its entirety by reference to, and should be read together with, our audited consolidated year-end financial statements. The following data for each of the years ended December 31, 2025, 2024 and 2023 has been derived from our audited consolidated year-end financial statements, including the consolidated statements of financial position as of December 31, 2025, 2024 and 2023, the related consolidated statements of income or loss, comprehensive income or loss, changes in equity and cash flows for the years ended December 31, 2025, 2024 and 2023, and the accompanying notes appearing elsewhere in this annual report. The selected consolidated financial information as of December 31, 2025, 2024 and 2023, and for the years ended December 31, 2025, 2024 and 2023, was prepared in accordance with IFRS Accounting Standards, as issued by the IASB. The exchange rate used in translating Pesos into U.S. Dollars for calculating the convenience translations included in the following tables is determined by reference to the interbank free market exchange rate (the “Interbank Rate”), as reported by Banco Citi México, S.A., as of December 31, 2025, which was Ps.18.0165 per U.S. Dollar. This annual report contains translations of certain Peso amounts into U.S. Dollars at specified rates solely for the convenience of the reader. The exchange rate translations contained in this annual report should not be construed as representations that the Peso amounts actually represent the U.S. Dollar amounts presented or that they could be converted into U.S. Dollars at the rate indicated. The Interbank Rate, as reported by Banco Citi México, S.A. as of March 31, 2026, was Ps.17.9460 per U.S. Dollar. Year Ended December 31, 2025 2025 2024 2023(4) (Millions of U.S. Dollars or millions of Pesos)(1) Statement of Income or Loss Data: Revenues U.S.$ 3,268 Ps. 58,878 Ps. 62,261 Ps. 66,223 Operating income (loss) 235 4,225 (2,819) 1,858 Finance expense, net (2) (230) (4,140) (4,695) (4,846) Net loss from continuing operations (4) (496) (8,935) (8,385) (9,435) Income from discontinued operations, net (4) — — 57 628 Net loss (496) (8,935) (8,328) (8,807) Net loss attributable to stockholders of the Company (509) (9,168) (8,265) (8,423) Net income (loss) attributable to non-controlling interests 13 233 (63) (384) Basic loss per CPO attributable to stockholders of the Company of continuing operations (4) — (3.42) (3.06) (3.24) Basic earnings per CPO attributable to stockholders of the Company of discontinued operations (4) — — 0.02 0.23 Basic loss per CPO attributable to stockholders of the Company (3) — (3.42) (3.04) (3.01) 4 Table of Contents Year Ended December 31, 2025 2025 2024 2023 Diluted loss per CPO attributable to stockholders of the Company of continuing operations (4) — (3.42) (3.06) (3.24) Diluted earnings per CPO attributable to stockholders of the Company of discontinued operations (4) — — 0.02 0.23 Diluted loss per CPO attributable to stockholders of the Company (3) — (3.42) (3.04) (3.01) Weighted-average number of shares outstanding (in millions) (3) (5) — 313,478 317,806 327,174 Statement of Comprehensive Income or Loss Data: Comprehensive loss U.S.$ (440) Ps. (7,927) Ps. (11,352) Ps. (7,896) Comprehensive loss attributable to stockholders of the Company (453) (8,158) (11,281) (7,466) Comprehensive income (loss) attributable to non-controlling interests 13 231 (71) (430) As of and for the Year Ended December 31, 2025 2025 2024 2023 Statement of Financial Position Data: Cash and cash equivalents and short-term investments U.S.$ 2,165 Ps. 39,005 Ps. 46,193 Ps. 32,586 Total assets 12,678 228,418 251,658 262,670 Current portion of long-term debt (6) 207 3,737 4,557 9,988 Interest payable (6) 79 1,425 1,675 1,507 Long-term debt, net of current portion (7) 4,566 82,257 98,398 78,548 Customer deposits and advances 53 958 1,130 1,392 Current portion of deferred revenue 16 288 288 288 Deferred revenue, net of current portion 240 4,315 4,603 4,890 Capital stock 218 3,934 3,934 4,723 Total equity (including non-controlling interests) 5,691 102,529 111,696 134,672 Shares outstanding (in millions) (5) — 311,115 315,452 323,977 Statement of Cash Flow Data: Net cash provided by operating activities U.S.$ 1,115 Ps. 20,092 Ps. 32,554 Ps. 15,201 Net cash used in investing activities (1,237) (22,290) (9,010) (15,758) Net cash used in financing activities (906) (16,321) (9,389) (17,753) (Decrease) increase in cash and cash equivalents (1,032) (18,586) 14,304 (18,545) Other Financial Information: Capital expenditures (8) U.S.$ 676 Ps. 12,187 Ps. 9,097 Ps. 14,708 Other Data (unaudited): Number of employees (at year end) — 26,599 28,038 32,932 Number of Satellite Pay Television RGUs (in thousands at year end) (9) — 3,516 4,696 5,567 Number of Satellite Broadband Internet RGUs (in thousands at year end) (9) — 225 351 515 Number of Satellite Mobile RGUs (in thousands at year end) (9) — 9 16 33 Number of Residential Pay Television RGUs (in thousands at year end) (10) — 3,647 3,847 4,059 Number of Residential Broadband Internet RGUs (in thousands at year end) (10) — 5,673 5,626 5,678 Number of Residential Digital Telephony RGUs (in thousands at year end) (10) — 5,552 5,383 5,351 Number of Residential Mobile RGUs (in thousands at year end) (10) — 653 334 308 5 Table of Contents Notes to Selected Consolidated Financial Information: (1) Except per Certificado de Participación Ordinario, or CPO amounts, employees, and Revenue Generating Units, or RGUs. An RGU is defined as an individual service subscriber who is billable under each service (pay television, broadband internet and voice). (2) Includes interest expense, interest income, foreign exchange gain or loss, net, and other finance income or expense, net. See Note 23 to our consolidated year-end financial statements. (3) For further analysis of net earnings per CPO (as well as corresponding amounts per Series “A” Share not traded as CPOs), see Note 25 to our consolidated year-end financial statements. In April 2026 the Company’s stockholders did not approve the payment of any dividend. See Note 29 to our consolidated year-end financial statements. In April 2025, 2024 and 2023 the Company’s stockholders approved the payment of a dividend of Ps.0.35 per CPO, respectively. (4) The consolidated statements of income or loss of the Group for the years ended December 31, 2024 and 2023, have been prepared to present the discontinued operations following the spin-off of most of the businesses of the Group’s former Other Businesses segment effective on January 31, 2024 (the “Spin-off”). Accordingly, the consolidated statement of income or loss of the Group for the year ended December 31, 2023 has been re-presented from that originally reported by the Company, to present in that year the results from discontinued operations of the businesses that were spun off by the Group on January 31, 2024. (5) As of December 31, 2025, 2024 and 2023, we had four classes of stock: Series “A” Shares, Series “B” Shares, Series “D” Shares and Series “L” Shares. Our shares are publicly traded in the United Mexican States, or Mexico, primarily in the form of CPOs, each CPO representing 117 shares comprised of 25 Series “A” Shares, 22 Series “B” Shares, 35 Series “D” Shares and 35 Series “L” Shares; and in the United States in the form of Global Depositary Shares, or GDSs, each GDS representing five CPOs. As of December 31, 2025, there were approximately 2,176.0 million CPOs issued and outstanding, each of which was represented by 25 Series “A” Shares, 22 Series “B” Shares, 35 Series “D” Shares and 35 Series “L” Shares, and an additional number of approximately 56,524.0 million Series “A” Shares, 0.2 million Series “B” Shares, 0.2 million Series “D” Shares and 0.2 million Series “L” Shares issued and outstanding (not in the form of CPO units). See Note 17 to our consolidated year-end financial statements. (6) The figures set forth in this line item are presented at amortized cost (principal amount, net of finance costs). Current portion of long-term debt and interest payable are presented as a separate line item in the consolidated statements of financial position as of December 31, 2025 and 2024. See Notes 2(o) and 14 to our consolidated year-end financial statements. (7) The figures set forth in this line item are presented at amortized cost (principal amount, net of finance costs). See “Operating and Financial Review and Prospects—Results of Operations—Liquidity, Foreign Exchange and Capital Resources—Indebtedness” and Note 14 to our consolidated year-end financial statements. (8) Capital expenditures are those investments made by us in property, plant and equipment. See “Information on the Company—Capital Expenditures”. (9) We have Satellite operations in Mexico, the Dominican Republic and Central America. The figures set forth in this line item represent the total number of RGUs (pay television, or pay-TV, broadband internet, digital telephony and mobile services) for Innova at the end of each year presented. For a description of Innova’s business and results of operations and financial condition, see “Information on the Company—Business Overview—Our Operations—Telecom—Satellite”. (10) RGUs provided by the Company in our Residential operations (pay-TV, broadband internet, digital telephony and mobile services). For example, a single subscriber paying for cable television, broadband internet, digital telephony and mobile services represents four RGUs. We believe it is appropriate to use the number of RGUs as a performance measure for the Company’s Residential operations given that these provide other services in addition to pay-TV. See “Operating and Financial Review and Prospects—Results of Operations—Summary of Business Segment Results” and “Information on the Company—Business Overview—Our Operations—Telecom—Residential”. 6 Table of Contents Dividends Decisions regarding the payment and amount of dividends are subject to approval by holders of a majority of the Series “A” Shares and Series “B” Shares voting together, generally, but not necessarily, on the recommendation of the board of directors (the “Board of Directors”), as well as a majority of the Series “A” Shares voting separately. Emilio Azcárraga Jean controls the largest single block of the Series “A” Shares and, as a result of such control, both the amount and the payment of dividends may be influenced by his vote. See “Major Stockholders and Related Party Transactions—The Major Stockholders”. On March 25, 2004, our Board of Directors approved a dividend policy under which we currently intend to pay an annual ordinary dividend of Ps.0.35 per CPO. On April 26, 2023, at our general stockholders’ meeting, our stockholders approved a cash distribution to stockholders of up to Ps.1,053.4 million, which represents a payment of our ordinary dividend of Ps.0.35 per CPO, equivalent to Ps.0.002991452991 per share. On April 26, 2024, at our general stockholders’ meeting, our stockholders approved a cash distribution to stockholders of up to Ps.1,019.0 million, which represents a payment of our ordinary dividend of Ps.0.35 per CPO, equivalent to Ps.0.002991452991 per share. On April 29, 2025, at our general stockholders’ meeting, our stockholders approved a cash distribution to stockholders of up to Ps.1,019.0 million, which represents a payment of our ordinary dividend of Ps.0.35 per CPO, equivalent to Ps.0.002991452991 per share. The Board of Directors did not propose the payment of a 2026 dividend for approval of the Company’s general stockholders’ meeting held on April 28, 2026, as we are analyzing opportunities in the Mexican telecommunications sector, deleveraging transactions and investments in our business (including for general corporate purposes). All of the recommendations of the Board of Directors related to the payment and amount of dividends were voted on and approved at the applicable general stockholders’ meetings. Exchange Rate Information Since 1991, Mexico has had a free market for foreign exchange and, since 1994, the Mexican government has allowed the Peso to float freely against the U.S. Dollar. There can be no assurance that the government will maintain its current policies with regard to the Peso or that the Peso will not depreciate or appreciate significantly in the future. In the past, the Mexican economy has had balance of payment deficits and decreases in foreign exchange reserves. While the Mexican government does not currently restrict the ability of Mexican or foreign persons or entities to convert Pesos to U.S. Dollars, we cannot be sure that the Mexican government will not institute restrictive exchange control policies in the future, as has occurred from time to time in the past. To the extent that the Mexican government institutes restrictive exchange control policies in the future, our ability to transfer or to convert Pesos into U.S. Dollars and other currencies for the purpose of making timely payments of interest and principal of indebtedness, as well as to obtain foreign programming and other goods, would be adversely affected. See “—Risk Factors—Risk Factors Related to Mexico—Currency Fluctuations or the Devaluation and Depreciation of the Peso Could Limit the Ability of Our Company and Others to Convert Pesos into U.S. Dollars or Other Currencies, Which Could Adversely Affect Our Business, Financial Condition or Results of Operations”. Risk Factors The following is a discussion of risks associated with our company and an investment in our securities. Some of the risks of investing in our securities are general risks associated with doing business in Mexico. Other risks are specific to our business. The discussion below contains information, among other things, about the Mexican government and the Mexican economy obtained from official statements of the Mexican government as well as other public sources. We have not independently verified this information. Any of the following risks, if they actually occur, could materially and adversely affect our business, financial condition, results of operations or the price of our securities. Risk Factors Related to Mexico Economic and Political Developments in Mexico May Adversely Affect Our Business, Financial Condition and Results of Operations Most of our operations and assets are located in Mexico. As a result, our financial condition, results of operations and business may be affected by the general condition of the Mexican economy, the depreciation or appreciation of the Peso as compared to the U.S. Dollar and other currencies, Mexican inflation, interest rates, regulation, taxation, social instability and other political, social and economic developments in or affecting Mexico over which we have no control. 7 Table of Contents Economic Conditions in Mexico and Elsewhere May have a Material Impact on our Operations and Financial Condition Mexico has historically experienced uneven periods of economic growth. Mexican gross domestic product, or GDP, increased by 3.2% in 2023, increased by 1.2% in 2024 and increased by 0.8% in 2025. Mexican GDP fell short of the Mexican government forecast in 2025 and, according to analysts, Mexican GDP is expected to increase by 1.5% in 2026. We cannot be sure that these estimates and forecasts will prove to be accurate. Any future economic downturn, including downturns in the United States, Europe, Asia or anywhere else in the world, could affect our financial condition and results of operations. For example, demand for cable television, direct-to-home, or DTH, satellite services, pay-per-view programming, telecommunications services and other services and products we provide may decrease because consumers may find it difficult to pay for these services and products. Additionally, there can be no assurance that a Mexican sovereign debt rating downgrade would not adversely affect our business, financial condition, results of operations or the price of our securities. Developments and the Perception of Risk in Other Countries, Especially in Europe, China, the United States and Emerging Market Countries, May Materially Adversely Affect the Mexican Economy, the Market Value of Our Securities and Results of Operations The market value of securities of Mexican companies, the social, economic and political situation in Mexico and our financial condition and results of operations are, to varying degrees, affected by economic and market conditions in other countries, including the United States, countries in Europe, China and other Latin American and emerging market countries. Therefore, investors’ reactions to developments in any of these other countries may have an adverse effect on the market value or trading price of securities of Mexican issuers. Crises in the United States, Europe, China or emerging market countries may reduce investor interest in securities issued by Mexican companies, including those issued by us. Turmoil in other large economies, such as those in Europe, China and the United States, could have the effect of a downturn in the global economy. Further, our operations, including the demand for our products or services, and the price of our securities, have also historically been adversely affected by increases in interest rates in the United States and elsewhere. We cannot be sure that events in other emerging market countries, in the United States or elsewhere will not materially adversely affect our business, financial condition, results of operations, cash flows, prospects and the market price of our shares. In response to the Russian invasion of Ukraine, many jurisdictions, including the United States, United Kingdom, and European Union (“E.U.”), have imposed sanctions, export controls, import bans, new investment prohibitions, and other trade restrictions on Russia. While Mexico has thus far refrained from imposing such trade restrictions against Russia, the conflict in Ukraine and related sanctions against Russia may affect international macroeconomic conditions. Other geopolitical events, including the tentative ceasefire between the United States, Israel and Iran, and other conflicts in the Middle East, may also affect international macroeconomic conditions. In addition, increasing geopolitical fragmentation, including tensions between the United States and China, export controls, industrial policies and the reconfiguration of global supply chains, may result in sustained volatility in capital flows to emerging markets, including Mexico. Although Mexico has been viewed as a potential beneficiary of nearshoring trends, there can be no assurance that anticipated foreign direct investment or supply chain relocations will materialize as expected. Heightened risk aversion toward emerging markets or a slowdown in global economic activity could adversely affect Mexico’s economic growth, investor confidence and access to international capital markets, which in turn could have a material adverse effect on our business, financial condition and results of operations. Any of these factors would negatively affect the market value of our securities and make it more difficult for us to access capital markets and finance our operations in the future, which could have a material adverse effect on our business, financial condition, results of operations, cash flows, prospects and the market price of our securities. On December 7, 2023, the governments of the United States and Mexico signed a Memorandum of Intent expressing their desire to cooperate on best practices on foreign investment screening. While Mexico has not yet begun the process of establishing a foreign investment review regime comparable to the Committee on Foreign Investment in the United States (CFIUS), it could do so in the future and any such regime could affect the ability of foreign investors to invest in Mexican businesses, which could adversely affect our business, financial condition and results of operations. 8 Table of Contents Our profitability is affected by numerous factors including reductions in demand for the Telecom services that we provide. The demand for our products and services in Mexico, the United States and in the other countries in which we operate may be adversely affected by the tightening of credit markets and economic downturns. We depend on the demand from customers in Mexico, the United States and the other countries in which we operate, and reduced consumer spending that falls short of our projections could adversely impact our revenues and profitability. Any renegotiation of trade agreements or changes in foreign policy by the current administration may affect macroeconomic variables critical to Mexico’s economic stability, such as interest rates, exchange rates and inflation. The Mexican government could also implement retaliatory actions, such as imposing restrictions on Mexican imports of U.S. products or on Mexican exports to the United States. These actions and their economic and political consequences may have an adverse effect on the Mexican economy, which in turn could impact our business, financial condition, results of operations and prospects. We cannot assure that developments in trade and tariff policies will not have a material adverse effect on our business, financial condition, results of operations and/or our ability to make payments under our financial obligations. See “—Renegotiation of the Trade Agreements or Other Changes in Foreign Policy by the Presidential Administration in the United States Could Adversely Affect Imports and Exports Between Mexico and the United States and Other Economic and Geopolitical Effects may Adversely Affect Us.” Uncertainty in Global Financial Markets Could Adversely Affect Our Financing Costs and Exposure to Our Customers and Counterparties The global financial markets continue to be uncertain and it is hard to predict for how long the effects of the global financial stress of recent years will persist and what continuing impact it will have on the global economy in general, or the economies in which we operate, in particular, and whether slowing economic growth in any countries could result in decreased consumer spending affecting our products and services. If access to credit tightens and borrowing costs rise, our borrowing costs could be adversely affected. Difficulties in financial markets may also adversely affect some of our customers. In addition, we enter into derivative transactions with large financial institutions, including contracts to hedge our exposure to interest rates and foreign exchange rates, and we could be affected by severe financial difficulties faced by our counterparties. The Emergence of a New Pandemic May Have a Material Adverse Effect on Our Business, Financial Position and Results of Operations The emergence of a new pandemic could trigger a renewal of government restrictions on non-essential activities, including but not limited to temporary shutdowns or additional guidelines, which could be expensive or burdensome to implement, and which may affect our operations. Any public health emergency, including an outbreak of existing or new epidemic diseases, or the threat thereof, and the resulting financial and economic market uncertainty could have a material adverse effect on our business, financial position and results of operations. 9 Table of Contents Currency Fluctuations or the Devaluation and Depreciation of the Peso Could Limit the Ability of Our Company and Others to Convert Pesos into U.S. Dollars or Other Currencies, Which Could Adversely Affect Our Business, Financial Condition or Results of Operations The Peso has been subject to significant appreciation or depreciation against the U.S. Dollar in the past and may be subject to significant fluctuations in the future. A significant portion of our indebtedness and a significant amount of our costs are U.S. Dollar-denominated, while our revenues are primarily Peso-denominated. As a result, decreases in the value of the Peso against the U.S. Dollar could cause us to incur foreign exchange losses, which could reduce our net income. Severe devaluation or depreciation of the Peso may also result in governmental intervention, or disruption of international foreign exchange markets. This may limit our ability to transfer or convert Pesos into U.S. Dollars and other currencies for the purpose of making timely payments of interest and principal on our indebtedness and adversely affect our ability to obtain imported goods. The Mexican economy has suffered current account balance of payment deficits and shortages in foreign exchange reserves in the past. While the Mexican government does not currently restrict the right or ability of Mexican or foreign persons or entities to convert Pesos into U.S. Dollars or to transfer other currencies outside of Mexico, there can be no assurance that the Mexican government will not institute restrictive exchange control policies in the future. To the extent that the Mexican government institutes restrictive exchange control policies in the future, our ability to transfer or convert Pesos into U.S. Dollars or other currencies for the purpose of making timely payments of interest and principal on indebtedness, as well as to obtain imported goods, would be adversely affected. Devaluation or depreciation of the Peso against the U.S. Dollar or other currencies may also adversely affect U.S. Dollar or other currency prices for our debt securities or the cost of imported goods. The public decisions and announcements of the presidential administration in the United States have had, and may continue to have, an adverse effect on the value of the Peso against other currencies, particularly the U.S. Dollar. A decision by the U.S. Federal Reserve to decrease applicable interest rates for bank reserves could also affect the exchange rate of the Peso relative to the U.S. Dollar, as well as presidential elections in the United States and Mexico, which could result in high volatility in the exchange rate of the Peso relative to the U.S. Dollar. An Increase in Interest Rates in the United States Could Adversely Impact the Mexican Economy and May Have a Negative Effect on Our Financial Condition or Performance A decision by the U.S. Federal Reserve to increase applicable interest rates for banks’ reserves may lead to a general increase in interest rates in the United States. During the year ended December 31, 2025, the U.S. Federal Reserve decreased interest rates. However, there can be no assurance that the U.S. Federal Reserve will not maintain or make additional upwards adjustments to the current federal funds rate in the future to mitigate inflationary pressures. Changing interest rates may have unpredictable effects on markets, may result in heightened market volatility and may detract from our performance to the extent we are exposed to such interest rates and/or volatility. An increase in general interest rates may redirect the flow of capital from emerging markets into the United States because investors may be able to obtain greater risk-adjusted returns in larger or more developed economies than in Mexico. Thus, companies in emerging market economies such as Mexico could find it more difficult and expensive to borrow capital and refinance existing debt. This may negatively affect our potential for economic growth and our ability to refinance our existing debt and could materially adversely affect our business, financial condition, results of operations, cash flows, prospects and the market price of our shares. Renegotiation of the Trade Agreements or Other Changes in Foreign Policy by the Presidential Administration in the United States Could Adversely Affect Imports and Exports Between Mexico and the United States and Other Economic and Geopolitical Effects May Adversely Affect Us In recent years there has been significant uncertainty regarding U.S. policies relating to trade, tariffs, immigration and foreign affairs, including with respect to Mexico. The current U.S. administration has adopted and proposed a range of trade measures that have affected, and may continue to affect the relationship between Mexico and the United States, including the level and terms of cross-border trade. In addition, other U.S. government policies could also adversely affect economic conditions in Mexico. Because the Mexican economy is strongly influenced by economic conditions in the United States, changes in U.S. trade, tax, border, immigration or foreign policy, as well as political and economic developments in either country, could adversely affect Mexico’s economy, foreign direct investment, supply chains and the level of imports and exports, which in turn could adversely affect our business, financial condition, results of operations, cash flows and prospects. 10 Table of Contents Since early 2025, the United States has announced, imposed, modified, suspended and replaced a variety of tariff measures affecting imports from multiple countries, including Mexico. The announced tariffs on imports from Mexico and Canada are subject to adjustments and exemptions, including for certain goods qualifying for preferential treatment under the United States, Canada, and Mexico signed the United States-Mexico-Canada Agreement (the “USMCA”). In February 2026, however, the U.S. Supreme Court struck down significant portions of the U.S. administration’s tariff program adopted under the International Emergency Economic Powers Act. The U.S. administration subsequently replaced those measures with a temporary 10% global import duty for up to 150 days under a different statutory authority while pursuing additional tariff actions and trade investigations under other laws. Continued changes in the scope, legal basis, duration or enforcement of these tariff measures, as well as uncertainty regarding future U.S. trade policy, could adversely affect trade flows, costs, customer demand, supply chains and the economic conditions in the United States, Mexico and other markets in which we operate. In addition, sector-specific trade measures and enforcement action remain in effect and may be maintained, expanded or more aggressively enforced. These include tariffs and restrictions affecting, among other sectors, steel, aluminum and certain derivative products, as well as automobiles, automobile parts and other manufactured goods. Any continuation, expansion or stricter enforcement of such measures could increase costs, reduce competitiveness, disrupt cross-border manufacturing and logistics, and negatively affect Mexican exports and regional supply chains. On September 30, 2018, Mexico, Canada and the United States reached an agreement on the terms of the USMCA, which replaced NAFTA. Mexico ratified the USMCA on June 19,2019, the United States ratified it on January 16, 2020, Canada ratified it on March 13, 2020 and the USMCA entered into force on July 1, 2020. The USMCA includes a 16-year “review and term extension” mechanism, requiring the parties to conduct a joint review on the sixth anniversary of its entry into force on July 1, 2026. Such review may lead to a potential renegotiation and could introduce new terms that could impact Mexico’s economy and job creation. In preparation for that review, the United States Trade Representative initiated a formal public consultation process in September 2025 and announced a public hearing as part of that process. In Mexico, the Ministry of Economy (Secretaría de Economía), also initiated a consultation process with stakeholders and, on March 9, 2026, presented the results of public consultations regarding the 2026 review of the USMCA. While the outcome of the upcoming review is uncertain, any unfavorable changes in the terms of the USMCA or other trade agreements could adversely affect our business operations and financial performance. High Inflation Rates in Mexico May Decrease Demand for Our Services While Increasing Our Costs In the past, Mexico has experienced high levels of inflation. The annual rate of inflation, as measured by changes in the Mexican National Consumer Price Index, or NCPI, was 4.7% in 2023, 4.2% in 2024 and 3.7% in 2025 and is projected to be 4.2% in 2026. An adverse change in the Mexican economy may have a negative impact on price stability and result in higher inflation than its main trading partners, including the United States. High inflation rates can adversely affect our business, financial condition and results of operations. High Interest Rates in Mexico Could Increase Our Financing Costs During the past year, Mexican interest rates increased in line with global market movements. The interest rates on 28-day Mexican government treasury securities averaged 11.1%, 10.7% and 8.1% for 2023, 2024 and 2025, respectively. High interest rates in Mexico could increase our financing costs and thereby impair our financial condition, results of operations and cash flow. Political Events in Mexico Could Affect Mexican Economic Policy and Our Business, Financial Condition and Results of Operations In 2024, Mexico held presidential, state, local and congressional elections, renewing 128 senators, all 500 deputies, state governors for Chiapas, Guanajuato, Jalisco, Morelos, Puebla, Tabasco, Veracruz, Yucatán, as well as the governor for Mexico City and a new president. These elections resulted in the election of President Claudia Sheinbaum from Morena, the ruling party. Additionally, Morena, through its political allies gained majority in the Mexican Congress and neared a qualified majority in the Senate, allowing the party to have leverage in the legislative process due to its ability to more easily meet the voting percentages needed for the passage of constitutional amendments, secondary laws and new legislation. We cannot predict the impact that political developments in Mexico will have on the Mexican economy nor can we provide any assurances that these events, over which the Company has no control, will not have an adverse effect on our business, financial condition, results of operations, cash flows and prospects. The Mexican government could implement significant changes in laws, policies, and regulations, which could affect the economic and political situation in Mexico. 11 Table of Contents Historically, the Mexican president has strongly influenced new policies and governmental actions that impact the Mexican economy. We cannot be sure that the current administration or any future administration will maintain business-friendly and open-market economic policies and policies that stimulate economic growth and social stability. Any administration could implement substantial changes in law, policy, and regulations in Mexico, which could adversely affect our business, financial condition, results of operations and prospects. In addition, any actions taken by the current administration may lead to riots, protests and looting that could adversely affect our operations. Our financial condition and results of operation may be adversely affected by changes in Mexico’s political climate, to the extent that such changes affect the nation’s economic policies, growth, stability, outlook, or regulatory environment. For example, in 2024, the Executive Power submitted to the Mexican Congress, which subsequently approved, a package of constitutional amendments including (i) significant amendments to the Mexican judicial system, which includes the election of judges, federal magistrates supreme court justices by popular vote, (ii) the elimination of autonomous governmental bodies, (iii) the transfer of the National Guard (Guardia Nacional) to the Ministry of Defense (Secretaría de Defensa) and (iv) the reform of the constitutional supremacy, which limits the judicial system’s faculties to review, challenge and ultimately invalidate constitutional reforms. As part of the significant amendments to the Mexican judicial system, judicial elections were held in June 2025, resulting in the replacement of a significant number of federal and local judges, including members of the Supreme Court, with additional positions expected to be filled through 2027. The newly elected Supreme Court took office on September 1, 2025, with a reduced composition of nine justices. In addition, a number of Mexican states have adopted constitutional amendments reflecting similar changes at the local level. We cannot assure you that Morena and its political party allies or any future members will not introduce new legislative initiatives, modify existing legislation or reform the Mexican Constitution, which could, in turn, result in economic or political conditions that could materially and adversely affect our business. To approve a constitutional reform, members of the Mexican Congress must issue a qualified majority vote, approved by a simple majority of the legislatures of the States. Finally, our business, financial condition and results of operations may be adversely affected by changes in governmental policies or regulations involving or affecting our management, operations and tax regime. Tax policy in Mexico, in particular, is subject to continuous change. Any changes in laws, public policies or regulations may affect the political and economic environment in Mexico and, consequently, contribute to increased economic uncertainty and volatility in the Mexican capital markets and in securities issued by Mexican companies, including us. Increased Labor Conflicts in Mexico Could Have a Material Adverse Impact on Our Financial Condition and Results of Operations A number of events, such as (i) the endorsement by the Mexican Senate of the International Labor Organization’s Convention C098, the “Right to Organize and Collective Bargaining Convention” and (ii) the approval by the Mexican Congress to modify the Mexican Federal Labor Law and any other related laws or regulations, have caused, and continue to cause, labor conflicts in Mexico. In addition, such conflicts have been exacerbated in recent years by consecutive annual increases to the minimum wage, including a 12% increase effective January 1, 2025, and, effective January 1, 2026, a further 13% increase to the general minimum wage and a 5% increase to the special minimum wage applicable in Mexico’s Northern Border Free Zone. These developments have led workers and labor unions to demand more significant benefits and higher salary increases than in prior years, which could in turn increase our operational expenses. As of December 31, 2025, approximately 37.68% of our employees were represented by unions. We cannot predict how these developments may affect our results of operations or financial condition. Any increased demands by our unionized workers may lead to higher labor costs, which could have a negative impact on our financial condition and results of operations. Additionally, it should be noted that recent and pending labor reforms in Mexico have introduced new obligations for employers that may materially impact our financial condition and results of operations as these reforms entail modifications to the legal framework that expand employer responsibilities concerning workplace standards and employee benefits. For example, in June 2023, Mexican Official Standard NOM-037-STPS-2023 on “Telework” (i.e., when a person carries out his or her activities more than 40% of the time outside of the workplace) was published, following the 2021 amendment to the Federal Labor Law. This standard requires employers to ensure adequate health and safety conditions at teleworkers’ designated workplaces, imposing obligations such as inspections, recordkeeping, and the coverage of certain expenses, which may result in additional labor-related costs. 12 Table of Contents Subsequently, in June 2024, amendments to the General Law to Prevent and Punish Human Trafficking classified excessive working hours as a form of labor exploitation. This reform increases legal exposure for employers that fail to comply with statutory work-hour limits, as violations may lead to both administrative and criminal liability. In December 2024, legislation commonly referred to as the “Ley Silla” was enacted, requiring employers to guarantee that employees may rest in a chair with back support during their workday and prohibiting prolonged periods of standing. This may require infrastructure adjustments and modifications to workplace arrangements and policies. On January 15, 2026, amendments to the Mexican Federal Labor Law were enacted to expressly incorporate in the concept of decent work the labor performed under conditions that respect human dignity. The reform strengthens the legal framework by establishing an explicit prohibition of workplace violence and discrimination, imposing on employers a duty to prevent such conduct, and recognizing equal working conditions and safe work environments for all employees. This reform imposes additional obligations on employers to prevent violations of applicable laws. Furthermore, on March 3, 2026, a reform to the Political Constitution of the United Mexican States regarding the reduction of working hours was published in the Official Gazette of the Federation and entered into force on the day following its publication, establishing that the standard workweek shall be 40 hours and that such reduction will be implemented gradually. In addition, amendments to the Federal Labor Law aimed at reducing working hours and establishing additional regulations in this regard are currently pending completion of the corresponding legislative process. These amendments related to working hours could significantly impact labor planning, scheduling, and operating costs, with potential implications for the Company’s competitiveness in the Mexican market. Finally, several additional legislative proposals are under consideration, including increases to the statutory Christmas bonus (aguinaldo), extensions of paternity leave, the introduction of new mandatory rest days, maternity premiums, and paid bereavement leave. These potential reforms, individually or collectively, could have a material adverse impact on our financial condition and results of operations. Mexico has Experienced a Period of Increased Criminal Activity and Such Activities Could Adversely Affect Our Financing Costs and Exposure to Our Customers and Counterparties During recent years, Mexico has experienced periods of increased criminal activity and violence, primarily due to organized crime. In February 2026, clashes between organized crime factions and federal authorities in Jalisco and Guanajuato occurred and resulted in periods of instability, disrupting commercial and logistics activities in such areas. We cannot assure you to what extent these violent crimes will continue to increase or decrease, whether they will continue to expand throughout Mexico and if they will have further adverse effects on Mexico’s economy. These activities, as well as the escalation of and the violence associated with such activities, could have a material adverse impact on the business environment in which we operate, and therefore on our financial condition and results of operations. Imposition of Fines by Regulators and Other Authorities Could Adversely Affect Our Business, Financial Condition and Results of Operations A significant portion of our business, activities and investments occur in heavily regulated sectors. In recent years, Mexican regulators and other authorities, including tax authorities, have increased their supervision and the frequency and amounts of fines and assessments have risen significantly. Although we intend to defend our positions vigorously when procedures are brought or fines are imposed by authorities, there can be no assurance that we will be successful in such defense. Our defense strategies include engaging with legal experts and regulatory consultants to navigate the complex regulatory landscape. However, we may in the future be required to pay fines and assessments that could be significant in amount, which could materially and adversely affect our business, financial condition, and results of operations. Existing Mexican Laws and Regulations or Changes Thereto or the Imposition of New Ones May Negatively Affect Our Operations and Revenue Our business, activities and investments are subject to various Mexican federal, state and local statutes, rules, regulations, policies and procedures, which are subject to change and are affected by the actions of various Mexican federal, state and local government authorities. Such changes could materially adversely affect our operations and our revenue. 13 Table of Contents On December 20, 2024, a constitutional reform on organic simplification (the “Constitutional Amendment”) was published in the Official Gazette of the Federation, dissolving seven autonomous authorities, including the Federal Economic Competition Commission (“COFECE”) and the Federal Telecommunications Institute (“IFT”). Pursuant to the Constitutional Amendment, on July 16, 2025, the Mexican Federal Antitrust Law (Ley Federal de Competencia Económica) was amended and a new Telecommunications and Broadcasting Law (Ley en Materia de Telecomunicaciones y Radiodifusión or “LMTR”) was published, repealing the Federal Telecommunications and Broadcasting Law in force since 2014. On October 16, 2025, the National Antitrust Commission (Comisión Nacional Antimonopolio or “CNA”) was created as a decentralized authority organized under the Ministry of Economy (Secretaría de Economía), with operational and technical autonomy. Similarly, on October 17, 2025, the Telecommunications Regulatory Commission (Comisión Reguladora de Telecomunicaciones or “CRT”) started operations as the sole authority in telecommunications and broadcasting, assuming the attributions, obligations and powers of the extinct IFT, with the exception of antitrust proceedings, which are continued by the CNA. Unlike the IFT, the CRT is not a constitutionally autonomous body and falls under the Federal Executive Branch through the Agencia de Transformación Digital y Telecomunicaciones (the “ATDT” or the “Agency”). Aside from the Antitrust Commission’s organic statute – which establishes the internal rules for its operation – no secondary antitrust regulations have been issued as of the date of this Form 20-F, and the regulatory provisions, guidelines, and other instruments previously issued by COFECE remain in force to the extent they do not conflict with the amended Mexican Federal Antitrust Law. The amended Mexican Federal Antitrust Law, the LMTR, including their regulations, as well as the conditions and measures imposed by the CRT or the CNA, as applicable, may affect some of our activities, including our ability to introduce new products and services, enter into new or complementary businesses or joint ventures and complete acquisitions or determine the rates we charge for our services and products or the manner in which we provide our products or services. Approval of the CNA is required to acquire certain businesses or enter into certain joint ventures. There can be no assurance that in the future the CNA will authorize certain acquisitions or joint ventures related to our businesses, the denial of which may adversely affect our business strategy, financial condition and results of operations. The CRT or the CNA, as applicable, may also impose conditions, obligations and fines that could adversely affect some of our activities, our business, financial condition and results of operations. See “—Imposition of Fines by Regulators and Other Authorities Could Adversely Affect Our Business, Financial Condition and Results of Operations”. As a result of the amendments to the Mexican Constitution and the former Ley Federal de Telecomunicaciones y Radiodifusión, or Telecommunications and Broadcasting Federal Law (the “LFTR”), relating to telecommunications, television, radio and antitrust, concessions for the use of spectrum are now only granted through public bid processes. Article 15-A of the Ley del Seguro Social, or the Social Security Law, could materially adversely affect our business, financial condition and results of operations. Article 15-A provides that a company that receives personnel services from a third party is jointly bound to comply with the obligations related to social security that have to be fulfilled by such personnel services providers for the benefit of their respective employees. Article 15-A also requires the Company to send a list to the Instituto Mexicano del Seguro Social, or the Social Security Mexican Institute, of all agreements entered into with personnel services providers. In addition to the foregoing, certain provisions of the Ley Federal del Trabajo, or the Federal Labor Law, could materially adversely affect our business, financial condition and results of operations. The Federal Labor Law, as amended in April 2021, provides, among other things, that subcontracting personnel is prohibited and only will be permitted if the personnel services provider performs specialized services or specialized work; however, such specialized services or work shall not be contemplated in the company’s corporate purpose or be related with the company’s main activities. Companies that provide outsourcing services will be required to complete a registration before the Mexican Ministry of Labor (Secretaría del Trabajo y Previsión Social). If these requirements are not met, the company that receives the benefit of the outsourced services shall be jointly liable for all the obligations applicable to employers pursuant to the Federal Labor Law in respect of such personnel. Fines and penalties may be imposed on companies that do not comply with all applicable obligations, and the use of simulated schemes of rendering specialized services or execution of specialized work, as well as subcontracting personnel, will be treated as a criminal offense. The amendment approved in April 2021 brings, as a consequence, changes to the social security, tax and labor laws. The objective of such amendment is to avoid subcontracting schemes. This amendment also stated that the amount of profit sharing to be paid to employees will be capped to three months of salary or the average amount received by the employee in the last three years, whichever is more favorable to the employee. A tax implication of this amendment is that invoices issued for disallowed subcontracting of personnel will not have tax effects (i.e., non-deductible expense for income tax purposes and inability to claim a value added tax credit on such expense). 14 Table of Contents The economic plan for 2025 did not include any changes to the Mexican Income Tax Law, the Mexican Value Added Tax Law or the Mexican Federal Tax Code. The withholding income tax rate applicable to payments of interest made by Mexican financial entities did not change from 2024 and remained at 0.50% in 2025. On June 3, 2021, a decree issuing the Transparency, Prevention and Fight of Improper Practices in Mexico of Advertising Contracting Act (the “Agencies Law”) was published in the Official Gazette of the Federation and became effective on September 1, 2021. The purpose of the Agencies Law is to promote transparency in the advertising industry, as well as to prevent and oppose commercial practices that result in an improper advantage in favor of certain persons to the detriment of advertisers and consumers. On June 8, 2023, the Plenary of the Supreme Court of Justice, by a majority of eight votes, resolved the constitutional disputes filed by the IFT and COFECE, declaring the Agencies Law invalid. The judgment was published in the Official Gazette of the Federation on December 22, 2023. As a result, the Agencies Law is currently invalid and not applicable. The Amendment of Various Provisions of the Mexican Constitution Related to Telecommunications, and the LMTR, May Significantly and Adversely Affect the Business, Results of Operations and Financial Results of Our Business Segment On December 20, 2024, a constitutional reform on organic simplification, the Constitutional Amendment, was published in the Official Gazette of the Federation, dissolving seven autonomous authorities, including the COFECE and the IFT. Pursuant to the Constitutional Amendment, on July 16, 2025, the Mexican Federal Antitrust Law (Ley Federal de Competencia Económica) was amended and a new Telecommunications and Broadcasting Law, the LMTR, was published, repealing the Federal Telecommunications and Broadcasting Law in force since 2014. On October 16, 2025, the CNA was created as a decentralized authority organized under the Ministry of Economy (Secretaría de Economía), with operational and technical autonomy. Similarly, on October 17, 2025, the CRT started operations as the sole authority in telecommunications and broadcasting, assuming the attributions, obligations and powers of the extinct IFT, with the exception of antitrust proceedings, which are continued by the CNA. Unlike the IFT, the CRT is not a constitutionally autonomous body and falls under the Federal Executive Branch through the ATDT. The CRT retains authority to impose measures on dominant and preponderant economic agents; however, for any dominance declarations, the CNA must request a technical opinion from the CRT. No secondary antitrust regulations have been issued as of today, and the regulatory provisions, guidelines, and other instruments previously issued by COFECE remain in force to the extent they do not conflict with the amended Mexican Federal Antitrust Law. Any regulations related to the LMTR that could be issued by the President of Mexico and the new regulator, as applicable, or amendments to the LMTR and certain actions to be taken under the new regulatory framework from time to time, affect or could significantly and adversely affect the business, results of operations and financial condition of certain of our subsidiaries that hold concessions and/or provide services in the areas of broadcasting, cable and telecommunications. The LMTR establishes that measures taken or decisions issued by CRT are not subject to judicial stay. Therefore, subject to limited exceptions, until a decision, action or omission by CRT is declared void or unconstitutional by a competent court through a binding and final judgment, CRT’s decision, action or omission will be valid and will have full legal effect. As a result of the must-offer and must-carry regulations issued by the former IFT, starting on September 10, 2013, our concessionaries of broadcast services have been required to permit pay-TV concessionaries to retransmit broadcast signals, free of charge and on a non-discriminatory basis, within the same geographic coverage area simultaneously and without modifications, including advertising, and with the same quality of the broadcast signal, except in certain specific cases provided in the transitory Articles of the June 2013 Telecom Reform (the “Telecom Reform”). Also, since September 10, 2013, our pay-TV concessionaires are required to retransmit broadcast signals of free television concessionaires, free of charge and on a non-discriminatory basis, subject to certain exceptions and additional requirements provided for in the Telecom Reform. Certain pay-TV concessionaries benefit from the free use of broadcast for retransmission to their subscribers. On February 27, 2014, the “General Guidelines Regarding the Provisions of Section 1 of the Eighth Article of the Transitory Decree Amending and Supplementing a Number of Provisions of Articles 6, 7, 27, 28, 73, 78, 94 and 105 of the Mexican Constitution in Telecommunications,” or the Guidelines, were published in the Official Gazette of the Federation, which include, among other obligations, the obligation of concessionaires of broadcast television licenses to permit the retransmission of their broadcast signals and the obligation of pay-TV concessionaires to perform such retransmission (without requiring the prior consent of the broadcast television concessionaires) in the same geographic coverage zone for free (subject to certain exceptions) and in a non-discriminatory manner in its entirety, simultaneously and without modifications, including advertising, and with the same quality of the broadcast signal without requiring consent from the broadcast television concessionaires. 15 Table of Contents On March 6, 2014, the former IFT issued a decision (the “Preponderance Decision”) whereby it determined that we, together with other entities with concessions to provide broadcast television, including some of our subsidiaries, are preponderant economic agents in the broadcasting sector in Mexico (together, the “Preponderant Economic Agent”). As part of the transaction consummated on January 31, 2022 (the “TelevisaUnivision Transaction”), Televisa, S. de R.L. de C.V. (“TVSA”), an entity formerly owned by the Company and now the operator of TelevisaUnivision’s Content business in Mexico, executed third party programming agreements with the Company’s entities that hold the broadcasting concessions. As a result of the TelevisaUnivision Transaction, TVSA is also part of the Preponderant Economic Agent. The Preponderance Decision imposes on the Preponderant Economic Agent various measures, terms, conditions and restrictive obligations, including the following: ● Infrastructure sharing — The Preponderant Economic Agent must make its passive broadcasting infrastructure available to third-party concessionaires of broadcast television for commercial purposes in a non-discriminatory and non-exclusive manner, with the exception of broadcasters that, at the time the measures enter into force, have 12 MHz or more of radioelectric spectrum in the geographic area concerned. Such passive broadcasting infrastructure includes, among others, non-electronic elements at transmitting locations, rights of way, ducts, masts, trenches, towers, poles, security, sites, land, energy sources and air conditioning system elements. This action may result in the Preponderant Economic Agent being bound to incur substantial additional costs and obligations in complying with this requirement, as well as affecting the results of operations. Furthermore, this measure will facilitate the entry and expansion of new competitors in the broadcasting industry without such competitors having to incur costs or investment expenses that new businesses in this industry otherwise would have made and which we incurred in the past and will continue incurring in the future in order to remain competitive. A first infrastructure offer with the terms and conditions to make our passive broadcasting infrastructure available to third-party concessionaires was published on our website on December 19, 2014 and was valid until December 31, 2016. This was succeeded by a second infrastructure offer, which we published on our website on November 30, 2016 and which was effective as of January 1, 2017. This was succeeded by a third infrastructure offer, which we published on our website on November 30, 2017 and was valid from January 1, 2018 until December 31, 2019, which was declared unconstitutional by the Supreme Court on November 26, 2019. This was succeeded by a fourth infrastructure offer, which we published on our website on November 30, 2019, to be effective from January 1, 2020 through December 31, 2021. This was succeeded by a fifth infrastructure offer, which we published on our website on November 30, 2021, effective from January 1, 2022 through December 31, 2023. This was succeeded by a sixth infrastructure offer, which we published on our website on December 1, 2023, effective from January 1, 2024 through December 31, 2025. This was succeeded by a seventh infrastructure offer, which we published on our website on December 1, 2025, effective from January 1, 2026 through December 31, 2027. The price to be paid by the concessionaires for the use of our infrastructure on the seventh infrastructure offer is subject to negotiation. As of the date of this report, we have not received any request from third-party concessionaries regarding such infrastructure offer; however, we are unable to predict the impact of the use of the seventh infrastructure offer on our businesses, results of operations and financial conditions of certain of our subsidiaries that hold concessions and/or provide services in the areas of broadcasting and telecommunications. ● Advertising sales — According to the Preponderance Decision, the Preponderant Economic Agent must deliver to CRT the terms and conditions of its broadcast advertising services and fee structures, including commercials, packages, discount plans and any other commercial offerings and publish them on its webpage. The Preponderant Economic Agent also must make publicly available on its website its forms of contracts and terms of sale for each service. Based on this decision, the Preponderant Economic Agent is expressly prohibited from refusing to sell advertising and/or discriminating with respect to the advertising spaces being offered. If CRT considers that the Preponderant Economic Agent has failed to comply with the foregoing, CRT may order the Preponderant Economic Agent to make its advertising spaces available, which, in turn, could affect the ability of the Preponderant Economic Agent to carry out its advertising sales plans in an efficient and competitive manner, affecting its operating results. This provision may also affect the ability of the Preponderant Economic Agent to offer competitive rates to its customers. 16 Table of Contents ● Prohibition on acquiring certain exclusive content — The Preponderant Economic Agent may not acquire transmission rights, on an exclusive basis, for any location within Mexico with respect to certain relevant content, determined by the former IFT, now the CRT, in the “Ruling whereby IFT identifies the relevant audiovisual contents in terms and for the purposes of the fourth measure and the second transitory article of the fourth attachment of the Telecommunication Preponderance Decision and the Broadcasting Preponderance Decision”, or the Relevant Content Ruling, which list may be updated every two years by CRT. Relevant content is defined as programs with a high expected level of regional or national audience and with unique characteristics that in the past have generated high levels of national or regional audiences. The Relevant Content Ruling identified certain programs that would be considered relevant content, namely, Mexican national soccer team games, the opening and closing ceremonies of the Olympic Games, the opening and closing ceremonies and semifinals and finals of the FIFA World Cup, and the finals of the Mexican Soccer League. Also, on November 14, 2018, the former IFT updated the list, eliminating the opening and closing ceremonies of the Olympic Games and adding 16 matches of the FIFA World Cup, semifinals of the Mexican Soccer League and the Super Bowl. This Ruling applies to the Preponderant Economic Agents and may limit the ability of the Preponderant Economic Agents to negotiate and have access to this content and could affect their ability to acquire content in the medium and long term, which could significantly and adversely affect their revenues and results of operations from the sale of advertising, as well as the quality of the programming offered for their audiences. ● Over-the-air channels — When the Preponderant Economic Agent offers any of its over-the-air channels, or channels that have at least 50% of the programming that is broadcast daily between 6:00 a.m. and midnight on such channels, to its affiliates, subsidiaries, related parties or third parties, for distribution through a different technological platform than over-the-air broadcast television, the Preponderant Economic Agent must offer these channels to any other person that asks for distribution over the same platform as the Preponderant Economic Agent has offered, on the same terms and conditions. Also, if the Preponderant Economic Agent offers a package of two or more of these channels, it must also offer them in an unpackaged form upon request. ● Prohibition on participating in “buyers’ clubs” or syndicates to acquire audiovisual content, without CRT’s (formerly IFT’s) prior approval — The Preponderant Economic Agent may not enter into or remain a member of any “buyers’ club” or syndicates of audiovisual content unless it has received the prior approval of CRT. A “buyers’ club” is defined as any arrangement between two or more economic agents to jointly acquire broadcast rights to audiovisual content in order to obtain better contractual terms. This may result in the Preponderant Economic Agent not having exclusive access to certain audiovisual content and consequently its audiences may move to other broadcast television transmissions or other technological platforms that transmit such content. It may also result in its acquisition costs significantly increasing, which can affect business strategy, financial condition and results of operations. On February 27, 2017, as part of the biennial review of the broadcasting sector preponderance rules, the former IFT amended various measures, terms, conditions and restrictive obligations (the “New Preponderance Measures”) as follows: ● Infrastructure sharing — In addition to the previously imposed obligations regarding the sharing of passive infrastructure, the New Preponderance Measures have (i) included the service of signal emissions in the event that no passive infrastructure exists on the relevant requested site, which was declared unconstitutional by the Supreme Court on November 26, 2019; (ii) strengthened the supervision of services provided by the Preponderant Economic Agent and tariff arrangements made with its clients; (iii) included certain rules relating to publicity of its tariffs; and (iv) included a new electronic management system. Under the New Preponderance Measures, the former IFT determined specific tariffs for our third and fourth infrastructure offers. ● Prohibition on acquiring certain exclusive content — This measure has been modified by enabling the Preponderant Economic Agent to acquire relevant content under certain circumstances as long as it obtains the sublicense of such transmission rights to the other broadcasters of over-the-air television in Mexico on non-discriminatory terms. ● Advertising sales — The former IFT modified this measure by including specific requirements to the Preponderant Economic Agent in its provision of over the air advertising services, particularly to telecommunications companies, which include (i) publishing and delivering to the former IFT specific information regarding tariffs, discount plans, contracting and sales terms and conditions, contract forms and other relevant practices; and (ii) prohibiting discrimination, refusals to deal, conditioned sales and other conditions that inhibit competition. The Preponderant Economic Agent also has to provide very detailed information to the former IFT on a recurrent basis of over the air advertising services related to telecommunications companies. 17 Table of Contents ● Accounting separation — We, as the Preponderant Economic Agent, are required to implement an accounting separation methodology following the criteria defined by the former IFT for those purposes, which criteria were published in the Diario Oficial de la Federación, or the Official Gazette of the Federation, on December 29, 2017. Such criteria were amended by a first amendment published on October 29, 2018, where the former IFT simplified some reporting obligations for accounting separation for entities that are part of the Preponderant Economic Agent, other than our subsidiaries. Furthermore, a second amendment was published on December 19, 2019, where the former IFT deferred the deadline for the filing of the accounting separation exercises for the fiscal years 2017 and 2018 to July 31, 2019, which we filed timely. We timely filed the accounting separation methodology for fiscal years 2020, 2021, 2022, 2023 and 2024 and have begun the process of the accounting separation methodology for fiscal year 2025, which will be filed with IFT later in 2026. On March 28, 2014, we, together with our subsidiaries determined to be the Preponderant Economic Agent in the broadcasting sector, filed an amparo proceeding challenging the constitutionality of the Preponderance Decision. On November 21, 2019, the Supreme Court resolved the amparo proceeding. The Supreme Court declared the constitutionality of the Preponderance Decision, which, therefore, remains in force. Additionally, on March 31, 2017, we, together with our subsidiaries, filed an amparo proceeding challenging the constitutionality of the New Preponderance Measures. On November 21, 2019, the Second Chamber of the Supreme Court of Justice granted the amparo and revoked the New Preponderance Measures. As a result, the applicable and valid measures that are in force are those issued under the Preponderance Decision. The biennial review of the broadcasting sector preponderance rules that began in 2019 was concluded due to the resolution of the amparo. A new biennial review began in 2023 and on April 30, 2024, the former IFT notified the Company of the ruling of their biennial review proceeding to modify, add, and remove some of the existing preponderance measures in the broadcasting sector. The modifications to the previous ruling include: updating requirements and specific elements to be considered in the Public Offering of Passive Infrastructure and its Electronic Management System (SEG), including in connection with tariffs negotiation; the continuation of the prohibition to acquire Relevant Audiovisual Content on an exclusive basis, unless the right to sublicense such content to other broadcasters in Mexico is acquired; and the addition of specific requirements for the provision of advertising services, particularly for the promotion of telecommunications services. The Telecom Reform of 2014 provided for a public bid or auction to grant licenses to establish the National Digital Networks. The “Auction Program for Digital Television Broadcast Frequencies” took place in 2014 and the first part of 2015. See “—Existing Mexican Laws and Regulations or Changes Thereto or the Imposition of New Ones May Negatively Affect Our Operations and Revenue”. The LMTR provides that integrated sole concessions will be renewed for terms equal to the maximum terms for which they could be granted, namely, up to 30 years. To request the renewal of a concession, a concession holder must: (i) file its request with CRT one year prior to the beginning of the fifth period of the term of the concession; (ii) comply with its obligations established in the applicable laws and in the concession title; and (iii) accept the new conditions that CRT may impose. In such cases, CRT will issue its ruling within 180 days following the date the concession holder files the renewal request. If CRT does not issue its ruling within 180 days, the renewal will be automatically granted. In the case of concessions for the use of radio-electric spectrum, the maximum term of renewal is 20 years. Renewal of concessions for the use of spectrum require, among others: (i) that the concessionaire submit the renewal request to the CRT, in the case of broadcasting services, no later than six months prior to the expiration of the term of the relevant concession; (ii) that the concessionaire be in compliance with its obligations under the LMTR, other applicable regulations, and the concession title; (iii) a determination by the CRT, within thirty business days following the submission of the request, as to whether there is a public interest in recovering the spectrum granted under the relevant concession, in which case the CRT will notify the concessionaire and the concession will terminate upon expiration of its term; and (iv) if no such public interest exists, the granting of the requested extension, subject to the concessionaire’s prior acceptance of the new conditions established by the CRT, which will include the payment of a corresponding fee. To our knowledge, no spectrum granted for broadcasting services in Mexico has been recovered by the Mexican government in the past several years for public interest reasons; however, the Company is unable to predict the outcome of any action by CRT in this regard. The former IFT has approved the renewal of the concession titles for the use of spectrum for the broadcast television signals known as Las Estrellas, Canal 5, NU9VE, Foro TV and other local television stations, for a term of 20 years after the existing expiration dates, as well as the issuance of concessions that grant the authorization to provide digital broadcasting television services. 18 Table of Contents As part of our expansion of our cable networks, on December 17, 2018, we acquired FTTH de México, S.A. de C.V., or FTTH, under the provisions set forth in transitory Article 9 of the former LFTR. On May 8, 2019, the former IFT launched an investigation to analyze if, as a result of the transaction, the Company and TVSA acquired substantial power in the market of telecommunications networks providing voice, data or video services. On September 4, 2019, the former IFT Investigative Authority issued a preliminary opinion, whereby it assessed that there were elements to determine that the Company had substantial power in 35 relevant markets of the telecommunications networks that provide restricted television and audio services. Those relevant markets comprise 35 municipalities in the following States: Aguascalientes, Chihuahua, Ciudad de México, Estado de México, Jalisco, Nuevo León and San Luis Potosí. As a response to the preliminary opinion, the Company presented its position and provided evidence to prove that the Company does not hold substantial power in the relevant markets established in the preliminary opinion. On November 26, 2020, the former IFT notified the Company of the final resolution confirming the existence of substantial power in the 35 relevant markets of restricted television and audio services. Consequently, on December 17, 2020, the Company filed three amparos challenging the constitutionality of the resolution. In October 2022, TVSA, the Company and some subsidiaries of the Company’s former Cable and Sky businesses obtained favorable amparo resolutions from a specialized federal judge which determined that the resolution of the former IFT about the substantial power on the restricted services of the television and audio market in 35 municipalities in Mexico, after the acquisition of the direct to home fiber-optic and assets related to Axtel, S.A.B. de C.V. in December 2018, was unconstitutional. On January 24, 2024, a Federal Court resolved through a final resolution from the amparo of TVSA and instructed the former IFT to revoke the substantial power resolution. On March 6, 2024, as a result of the amparo resolution, the former IFT revoked the substantial power resolution and determined to close the file only for TVSA. On May 16, 2024, a Federal Court ruled on the amparo proceedings of the Company and some subsidiaries of its former Cable and Sky businesses, ordering the former IFT to repeal the determination that declared the Company, its concessionaires of restricted television and audio services and other entities as Economic Agent with Substantial Power in the 35 relevant markets of restricted television and audio services. On June 21, 2024, the former IFT notified the Company of such repeal ruling in compliance with the guidelines issued by the Federal Court. With this resolution, the procedure initiated by the former IFT to impose asymmetric measures on the Company and its subsidiaries was also repealed, and the measures provided in the current regulations for these purposes are no longer applicable. Some of the consequences derived from the determination of substantial market power are applicable as a matter of law and others may be imposed by CRT, formerly IFT, in a new procedure in accordance with the LFTR, now the LMTR; these may consist of: (i) the obligation to obtain CRT’s approval and to register the rates for our services; (ii) to inform the CRT in case of the adoption of new technology or modifications to the network; (iii) the agent with substantial power may not be entitled to the benefits of some rules of the “must carry” and “must offer” provisions; and (iv) the implementation of accounting separation. In October 2022, the Company, TVSA and certain subsidiaries of the Company’s former Cable and Sky segments (the “Complainants”) obtained favorable amparo resolutions from a specialized federal judge. The resolutions ruled that the former IFT’s determination regarding substantial power in the market of restricted television and audio services in 35 Mexican municipalities, following the acquisition of Axtel, S.A.B. de C.V.’s residential optical fiber-to-the-home and related assets in 2018, was unconstitutional. In 2024, a federal court issued final resolutions instructing the former IFT to revoke the substantial power resolution. As a result of the amparo resolution, the former IFT revoked the substantial power resolution and determined to close the file for TVSA, the Company and some of the subsidiaries of the Company’s former Cable and Sky businesses. Overall, the Telecom Reform, the LMTR and secondary regulations already issued and to be issued by the executive power or the Mexican Congress, as applicable, as well as any actions taken by the new regulator, may increase our operating costs and interfere with our ability to provide, or prevent us from offering, some of our current or future services. The transition to the new regulatory entities could introduce further uncertainty regarding compliance obligations, competitive conditions, and market dynamics, all of which may materially affect our business and financial performance. As the legislative and regulatory landscape continues to evolve, we will closely monitor any changes that may impact our business operations, including potential amendments to the LMTR and new enforcement mechanisms established by the restructured regulatory framework. See “Information on the Company—Business Overview—Regulation—Telecom and Broadcasting Regulations”. 19 Table of Contents Risk Factors Related to Our Major Stockholders Emilio Azcárraga Jean Has and Will Have Substantial Influence Over Our Management and the Interests of Mr. Azcárraga Jean may Differ from Those of Other Stockholders We have four classes of stock: Series “A” Shares, Series “B” Shares, Series “D” Shares, and Series “L” Shares. Emilio Azcárraga Jean, directly and indirectly through a trust for his benefit (the “Azcárraga Trust”), beneficially owns 48.7% of the outstanding Series “A” shares, 3.4% of the outstanding Series “B” shares, 3.5% of the outstanding Series “D” shares and 3.5% of the outstanding Series “L” shares of the Company. As a result, Emilio Azcárraga Jean controls the vote for electing directors of such shares. The Series “A” Shares beneficially owned by Emilio Azcárraga Jean constitute a majority of the Series “A” Shares whose holders are entitled to vote because non-Mexican holders of CPOs or GDSs are not permitted to vote the underlying Series “A” Shares in accordance with the trust agreement governing the CPOs and the Company’s bylaws. Accordingly, and so long as non-Mexicans own more than a minimal number of Series “A” Shares, Emilio Azcárraga Jean will have the ability to direct the election of 11 out of 20 members of our Board of Directors. See “Major Stockholders and Related Party Transactions—The Major Stockholders”. As Controlling Stockholder, Emilio Azcárraga Jean Has the Ability to Influence Our Ability to Raise Capital, Which Would Require Us to Seek Other Financing Arrangements Emilio Azcárraga Jean has the voting power to influence our efforts to raise money through equity offerings. Mr. Azcárraga Jean has informed us that if we conduct a primary sale of our equity, he would consider exercising his pre-emptive rights, to the extent available, to purchase a sufficient number of additional Series “A” Shares in order to maintain such power. In the event that Mr. Azcárraga Jean is unwilling to subscribe for additional shares and/or influences the vote for any such action and results in preventing us from raising money through equity offerings, we would need to raise money through a combination of debt or other forms of financing, which we may not obtain, or if so, possibly not on favorable terms. Risk Factors Related to Our Business The Operation of Our Business May Be Adversely Affected if the Mexican Government Does Not Renew or Revokes Our Broadcast or Other Concessions On December 20, 2024, the Constitutional Amendment was published in the Official Gazette of the Federation, dissolving seven autonomous authorities, including COFECE and IFT. Pursuant to the Constitutional Amendment, on July 16, 2025, the Mexican Federal Antitrust Law was amended and a new Telecommunications and Broadcasting Law (LMTR) was published, repealing the Federal Telecommunications and Broadcasting Law in force since 2014. On October 16, 2025, the CNA was created as a decentralized authority organized under the Ministry of Economy (Secretaría de Economía), with operational and technical autonomy. Similarly, on October 17, 2025, the CRT started operations as the sole authority in telecommunications and broadcasting, assuming the attributions, obligations and powers of the extinct IFT, with the exception of antitrust proceedings, which are continued by the CNA. Unlike the IFT, the CRT is not a constitutionally autonomous body and falls under the Federal Executive Branch through the ATDT. We hold a number of concessions from the former IFT (previously from Secretaría de Comunicaciones y Transportes or SCT) to broadcast programming over television stations, and to provide telecommunication services. In November 2018, all of our digital broadcast television concessions were renewed and, as a consequence, the former IFT delivered to the Company concessions (i) for the use of spectrum until 2042 and (ii) that grant the authorization to provide digital broadcasting television services until 2052. See “—Risk Factors Related to Mexico—Existing Mexican Laws and Regulations or Changes Thereto or the Imposition of New Ones May Negatively Affect Our Operations and Revenue”. The expiration dates of our cable concessions range from 2026 to 2059 and our DTH concessions expire between 2030 and 2056. Cablevisión, S.A. de C.V. (“Cablevisión”) obtained a telecommunications concession expiring in 2029, which changed to an integrated sole concession in 2019, but kept its original term. In September 2022, Cablevisión began the process of extending the term of the integrated sole concession title granted in May 2019, and through a resolution dated June 7, 2023, the Plenary of the former IFT authorized the extension of the term of the Cablevisión integrated sole concession for an additional 30 years beginning in September 2029. Consequently, in August 2023, the former IFT delivered to Cablevisión a new integrated sole concession title that authorizes Cablevisión for such additional period. 20 Table of Contents The LMTR provides that integrated sole concessions will be renewed for terms equal to the maximum terms for which they could be granted, namely, up to 30 years. To request the renewal of a concession, a concession holder must: (i) file its request with CRT one year prior to the beginning of the fifth period of the term of the concession; (ii) comply with its obligations established in the applicable laws and in the concession title; and (iii) accept the new conditions that CRT may impose. In such cases, CRT will issue its ruling within 180 days following the date the concession holder files the renewal request. If CRT does not issue its ruling within 180 days, the renewal will be automatically granted. In the case of concessions for the use of radio-electric spectrum, the maximum term of renewal is 20 years. Renewal of concessions for the use of spectrum require, among others: (i) that the concessionaire submit the renewal request to the CRT, in the case of broadcasting services, no later than six months prior to the expiration of the term of the relevant concession; (ii) that the concessionaire be in compliance with its obligations under the LMTR, other applicable regulations, and the concession title; (iii) a determination by the CRT, within thirty business days following the submission of the request, as to whether there is a public interest in recovering the spectrum granted under the relevant concession, in which case the CRT will notify the concessionaire and the concession will terminate upon expiration of its term; and (iv) if no such public interest exists, the granting of the requested extension, subject to the concessionaire’s prior acceptance of the new conditions established by the CRT, which will include the payment of a corresponding fee. To our knowledge, no spectrum granted for broadcasting services in Mexico has been recovered by the Mexican government in the past several years for public interest reasons; however, the Company is unable to predict the outcome of any action by CRT in this regard. See “—Risk Factors Related to Mexico—Existing Mexican Laws and Regulations or Changes Thereto or the Imposition of New Ones May Negatively Affect Our Operations and Revenue” and “—Risk Factors Related to Mexico—The Amendment of Various Provisions of the Mexican Constitution Related to Telecommunications, and the LMTR, May Significantly and Adversely Affect the Business, Results of Operations and Financial Results of Our Business Segment”. We Face Intense Competition in Each of Our Markets We face competition in all of our businesses. The entities in which we have strategic investments and the joint ventures in which we participate, including TelevisaUnivision, also face intense competition. We expect that competition in our different businesses will intensify. In addition, the industries in which we operate are changing rapidly because of new participants and evolving technologies. The cable industry in Mexico has become highly competitive, and we face significant competition. Most telecommunications operators are authorized to provide pay-TV, internet broadband services and voice services, including Voice over Internet Protocol, or VoIP, which poses a risk to us. We also face competition from the Preponderant Economic Agent in telecommunications, particularly in the provision of broadband and fixed telephony services. Our broadband services also face competition from mobile telecom and low earth orbit satellite operators. The cable business is also capital intensive. Our pay-TV companies face competition from IPTV, AVOD or over-the-top (“OTT”) providers such as Netflix, Disney+, Claro Video, Prime Video (Amazon), HBO Max, Apple TV+ and YouTube among others, as well as from other pay-TV operators such as Dish México, Total Play, Megacable and other cable television companies. Our DTH satellite business faces competition from various competitors, including other DTH operators in Mexico, such as Dish México, and pay-TV providers such as Megacable, Total Play, as well as from Digital TV, OTT and other streaming platforms. Our businesses compete with other traditional and digital media companies with respect to advertising and sales, including pay-TV, social media, podcasts, outdoor advertising and publishing, among others. Our future success will be affected by changes in the industries where we participate, which we cannot predict, and consolidation in such industries could further intensify competitive pressures. We expect to face competition from an increasing number of sources in Mexico and abroad, including emerging technologies that provide new services to broadband and pay-TV customers and new entrants in the industries where we participate, which will require us to make significant investments and capital expenditures in new technologies and will result in higher costs in the acquisition of content or may impair our ability to renew rights to special events, including sporting and entertainment events. Our business may require substantial capital to pursue additional acquisitions and capital expenditures, which may result in additional incurrence of leverage, issuance of additional capital or a combination thereof. 21 Table of Contents Loss of Transmission or Loss of the Use of Satellite Transponders Could Cause a Business Interruption in Innova, Which Would Adversely Affect Our Net Income Media and telecom companies, including Innova, rely on satellite transmissions to conduct their day-to-day business. Any unforeseen and sudden loss of transmission or non-performance of the satellite for Innova can cause huge losses to Innova’s business. The unforeseen loss of transmission may be caused due to the satellite’s loss of the orbital slot or the reduction in the satellite’s functional life. The size of the business interruption impact for Innova in the case of a satellite loss exceeds the insurance we have acquired to cover this risk. In order to reduce the possibility of financial consequences resulting from an unforeseen loss of transmission, Innova entered into an agreement to launch a backup satellite jointly with Sky Brasil Servicos Ltda., or Sky Brasil, which was launched in the first quarter of 2010. In the third quarter of 2013, Sky entered into an agreement with DirecTV for the acquisition and launch of a satellite named SM-1, which started operations in June 2015. In the future, we may have to invest in additional satellite capacity. We cannot predict the extent of losses to Innova in the case of current or new satellite loss or the effectiveness of any alternative strategy. Any Incidents Affecting Our Network and Information Systems or Other Technologies Could Have an Adverse Impact on Our Business, Reputation and Results of Operations Our business operations rely heavily on network and information systems and other technology systems, including cloud computing. We also rely on our information technology systems and those from third parties. Incidents affecting these systems, such as cyber-attacks, malware (including deployment of ransomware), phishing and social engineering compromises, denial of service attacks and other destructive or disruptive activities, process breakdowns, outages, or malicious or accidental release of information may lead to a disruption of our operations, improper disclosure of personal data of clients, subscribers, or employees, or other privileged or confidential information, or unauthorized access to our digital content or any other type of intellectual property. It is common for a company such as ours to be subjected to continuous attempted cyber-attacks or other malicious efforts designed to cause a cybersecurity incident, and we have in the past experienced such attempts and resulting incidents from time to time. Such attempts, if successful, could lead to interruptions of our business and damage our reputation and may require us to expend substantial resources on litigation, regulatory investigation and enforcement, and forensic investigation and remediation costs, and could therefore have a material adverse effect on our business, including our strategy, reputation, results of operations, and financial condition. We continue to work closely with our external advisors to prevent cybersecurity incidents, and to invest in maintaining and improving our cybersecurity resilience, and the Company’s cybersecurity risks, and mitigation actions are monitored by the Information Security group and referred to the Audit Committee that reports to our Board of Directors. However, we cannot assure that we or our respective third-party service providers will not experience any future security breaches, cyber-attacks or unauthorized disclosures. The tools and methods used by hackers and cyber criminals (such as the increasing use of artificial intelligence (“AI”)), including emerging technology such as generative AI, are augmenting cybercriminal capabilities, enabling more sophisticated and scalable attacks (for instance, phishing and social engineering). There can be no assurance that our or our third-party service providers’ preventative efforts can fully prevent or mitigate all such incidents or be successful in avoiding harm to our business in the future. Use of Artificial Intelligence in Our Operations Could Result in Reputational or Competitive Harm, Legal or Regulatory Liability and Adverse Impacts on Our Results of Operations We have incorporated, and expect to continue to incorporate in the future, AI technologies into our operations and product offerings. The use of AI involves various risks and challenges that could adversely affect our business, financial condition or results of operations. We currently use AI technologies, including those licensed from third parties in our business to increase efficiency in our internal operations. We also leverage large language models to offer letizzia, an AI-powered chatbot assistant, on our izzi website to improve customer service efficiency and experience. The development and deployment of AI technologies (including technologies developed or deployed by third-party vendors) involve inherent technical complexities and uncertainties, and these technologies may encounter unexpected technical difficulties, disruptions, outages, loss of data, and limitations or errors, including inaccuracies in data processing or flawed algorithms, which we may not be able to detect or control and could compromise the reliability and effectiveness of our products and services incorporating such systems. 22 Table of Contents The use of AI technologies, including large language models, has resulted in, and may in the future result in, cybersecurity vulnerabilities or incidents that implicate the personal information, intellectual property, proprietary data or other sensitive information of end users of such applications. Any such cybersecurity incidents related to our use of AI technology, or our vendors’ use of AI technology, could adversely affect our business strategy, reputation and results of operations. As with many developing technologies, AI presents risks and challenges that could affect its further development, adoption, and use, and therefore our business. AI algorithms and models may be flawed. Datasets used in AI training, development, or operations may be insufficient, of poor quality, reflect unwanted forms of bias, or raise other legal concerns (such as concerns regarding copyright protections). AI technology also presents emerging social and ethical issues, and if our use of such technology draws scrutiny or becomes controversial, we may experience brand or reputational harm, competitive harm, regulatory investigations and/or legal liability. The increased adoption of AI technologies in our products and services also may result in new or enhanced governmental or regulatory scrutiny, litigation, confidentiality or security risks or other complications that could adversely affect our business, reputation or financial results. The regulatory landscape governing AI technologies is evolving rapidly, and various jurisdictions, including Europe and certain U.S. states, have proposed or already adopted laws governing the use, development and deployment of AI technologies. Changes in laws, regulations or enforcement practices may impose new compliance requirements, restrict certain AI applications or increase our regulatory obligations, which could negatively impact our business and results of operations. We have implemented additional controls to address the inherent risks of adopting and using AI technologies. These include the formation of an AI Working Group (the “AI Working Group”), an interdisciplinary group responsible for the oversight, evaluation, strategic alignment, and regulatory and ethical compliance of all AI-related initiatives within the Company. The AI Working Group establishes guidelines and initial directives for the responsible, ethical, legal and secure use of AI-based tools within the organization, including generative AI and AI agents. Additionally, all projects, initiatives, and technology requirements implementing AI are reviewed by our cybersecurity team to guarantee the proper implementation of controls and the safeguarding of the Group’s information. We Are Subject to a Variety of Global Laws, Regulations, and Rules Related to Privacy and Personal Data Protection, Which Are Evolving, and Increased Public Scrutiny of Privacy and Security Issues Could Result in Increased Government Regulation, Industry Standards, and Other Legal Obligations That Could Adversely Affect Our Business In the ordinary course of business and in particular in connection with content acquisition, making our services and products available to consumers, we collect and utilize information supplied by consumers and other third parties, which may include personal information and other data. As a result, we are subject to laws, rules and regulations in Mexico, the E.U., the U.S., and in other countries relating to privacy and the collection, use and security of personal information. A growing number of global jurisdictions have passed and/or are considering legislation implementing privacy and data protection requirements that could increase the cost and complexity of delivering our products and services. For example, in Mexico, the Federal Law on Protection of Personal Data Held by Private Persons (Ley Federal de Protección de Datos Personales en Posesión de los Particulares, or LFPDPPP) protects personal data collected by us and, among other things, requires that we ensure the confidentiality of information received from customers. The privacy regime in Mexico has been subject to recent changes. On December 20, 2024, a decree was published to dissolve the National Institute for Transparency, Access to Information, and Personal Data Protection (INAI). Its responsibilities for transparency and personal data protection were transferred to the Ministry of Anticorruption and Good Governance (formerly the Ministry of Public Function). The specific department overseeing data protection is the Personal Data Protection Unit. Mexico’s data protection framework remains in force, including the LFPDPPP, which was amended on March 20, 2025; however, its implementing Regulations are still pending to be published. In the meantime, the instruments issued by the former INAI continue to serve as non-binding guidance, including the Privacy Notice Guidelines. On June 30, 2025, the Federal Official Gazette published General Agreement 8/2025, issued by the Plenary of the Federal Judiciary Council. This agreement designates specialized judicial bodies to handle amparo proceedings related to public access to information and personal data protection. Also, in the E.U., the General Data Protection Regulation (the “GDPR”) imposes stringent operational requirements for entities processing personal data, restricts the trans-border flow of certain personal data, and imposes significant penalties of up to the greater of 20 million euros or 4% of the annual global revenue of a noncompliant company for violations of the GDPR’s requirements. Such penalties are in addition to any civil litigation claims by data subjects. Ensuring compliance with the GDPR and similar laws is an ongoing commitment that involves substantial costs, and it is possible that despite our efforts, governmental authorities or third parties will assert that our services or business practices fail to comply. 23 Table of Contents In the U.S., the California Consumer Privacy Act (“CCPA”), as amended by the California Consumer Privacy Rights Act, regulates companies’ use and disclosure of the personal information of California residents, gives California residents rights with respect to their personal information, and authorizes enforcement actions by the California Attorney General and the California Privacy Protection Agency and private class actions for data breaches. The CCPA marked the beginning of a trend toward more stringent state data privacy legislation in the United States. Numerous other states have also enacted, or are in the process of enacting or considering, comprehensive state-level data privacy and security laws, rules, and regulations that share similarities with the CCPA. Each of these laws regulate the way that companies collect, use, and share personal information about certain consumers located in those states, may impose restrictions on our ability to collect, use and disclose personal information and increase our obligations to safeguard, certain consumer information. Given the breadth and depth of changes in global data protection obligations, compliance has caused us to expend significant resources, and such expenditures are likely to continue into the future as we continue our compliance efforts. Our failure to adhere to or successfully implement processes in response to changing regulatory requirements in this area could result in legal liability or impairment to our reputation in the marketplace, which could have a material adverse effect on our business, financial condition and results of operations. These laws and regulations are subject to frequent changes and amendments, and sometimes conflict among the various jurisdictions and countries in which we do business. It also is possible that they may be interpreted and applied in a manner that is inconsistent with our data privacy and information security practices. If we are unable to develop and offer our products and services in a manner that meets legal requirements or if we violate or are perceived to violate any of these laws, regulations, or other obligations relating to data privacy, data protection, or information security, we may experience reduced demand for our products and services, harm to our reputation, or become subject to increased compliance costs, investigations, litigation, or regulatory action, which could expose us to significant fines, penalties, and other damages, or require us to make changes to our business practices, all of which could have a material adverse effect on our business, financial condition, and results of operations. Following the Consummation of the TelevisaUnivision Transaction and the Spin-Off of Certain Businesses of our Former Other Businesses Segment to create Ollamani, Our Continuing Operations Are Less Diversified, Primarily Focused on Our Residential, Satellite and Enterprise Services, and Rely Significantly on Contractual Arrangements with TelevisaUnivision to Provide Content for Our Operations Following the completion of the TelevisaUnivision Transaction and Spin-off, revenue from our continuing operations is less diversified. Due to the combination of our former Content business with TelevisaUnivision and the Spin-off, our results of operations have been more reliant on our Residential, Satellite and Enterprise services, which increases our exposure to the risks of such businesses. In addition, as a result of the TelevisaUnivision Transaction, our remaining businesses will have significant contractual arrangements with TelevisaUnivision to provide content for our Residential, Enterprise and Satellite platforms. As we no longer control the content assets on which our business relies, TelevisaUnivision could pursue a content development, production and distribution strategy that is different from the strategy we would have pursued before the transaction. TelevisaUnivision also could breach its contractual arrangements with us and/or otherwise take actions that are detrimental to our interests. In addition, if there is any dispute relating to our contractual arrangements with TelevisaUnivision, we may have to enforce our rights through litigation or other legal proceedings, which would be subject to uncertainties inherent in the legal system and may be expensive or protracted, even if we are ultimately successful and there can be no assurance we would be successful. As the composition of our business is different following the completion of the TelevisaUnivision Transaction and the Spin-off, our success going forward may also depend on our ability to manage risks that may be different from those we faced prior to the TelevisaUnivision Transaction and the Spin-off. Any of the foregoing factors, among others, may have a material adverse effect on our business, financial condition and results of operations, as well as the market price of our CPOs and/or GDSs. 24 Table of Contents We May Identify Material Weaknesses in Our Internal Controls Over Financial Reporting in the Future, and Any Future Material Weaknesses or Failure to Achieve an Effective System of Internal Controls, May Cause Us Not to Be Able to Report Our Financial Results Accurately. In Addition, the Trading Price of Our Securities May Be Adversely Affected by a Related Negative Market Reaction In connection with the preparation of our financial statements, we may identify material weaknesses (as defined under standards established by the Public Company Accounting Oversight Board) in our internal controls over financial reporting in the future. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. If any future material weaknesses occur, it could affect the accuracy of our reporting on the future results of operations and our ability to make our required filings with government authorities, including the SEC. Furthermore, our business and operating results and the price of our securities may be adversely affected by related negative market reactions. While we have no reason to believe there will be any future material weaknesses identified, we cannot be certain that in the future additional material weaknesses will not exist or otherwise be discovered. Climate Change Effects May Have an Adverse Impact On Our Operations and Our Financial Results The effects of climate change and extreme weather events (such as sea level rise, drought, flooding, heat waves, wildfires and resultant air quality effects and power shutdowns associated with wildfire prevention, hurricanes and increased storm severity, as well as earthquakes in Mexico’s seismic zones) may affect our operations and financial results, and cause interruptions in the services we provide, our suppliers’ ability to provide us the services and goods necessary for our operations, and cause damage to our infrastructure. We could incur significant costs as a result of the physical effects of climate change. We also may not have enough coverage under our insurance policies to recover the amounts required to address impacts relating to these incidents. In addition, claims for certain losses could be denied or subject to deductibles, exclusions under our insurance policies, and our insurance premiums may increase substantially because of such claims, or insurance companies could altogether avoid coverage in certain areas with high exposure to extreme weather events. We are also subject to transition risks (such as additional legal or regulatory requirements, changes in technology, market risk and reputational risk) and social and human effects (such as harm to health and well-being) associated with climate change. There might be new legal or regulatory requirements to prevent, mitigate, or adapt to the implications of a changing climate, which could result in our business being subject to increased compliance costs, increased energy costs, restrictions on greenhouse gas emissions, investment in new technologies, upgrade of facilities to meet new building codes, increased carbon disclosure and transparency, and investments in developing data gathering and reporting systems, which could increase our operating costs. For example, beginning in the fiscal year 2025, companies listed on the Mexican Stock Exchange are required to disclose sustainability and climate-related financial information in accordance with the IFRS S1 and IFRS S2 of the Sustainability Disclosure Standards issued by the International Sustainability Standards Board (the “ISSB”), as mandated by the Mexican National Banking and Securities Commission (the “CNBV”). In preparation for these new regulatory requirements, we conducted both physical and transition-related climate-scenario analysis, through which we identified physical and transition risks that could affect our operations and financial performance over the short, medium, and long term. In addition, our supply chain would also likely be subject to these same transition risks and would likely pass along any increased costs and disclosure requirements to us, which may impact our ability to procure goods or services required for the operation of our business. A Department of Justice Investigation of FIFA-Related Activity May Have a Material Impact on Our Consolidated Financial Condition or Results of Operations As the Company previously announced on August 30, 2024, a Department of Justice investigation of FIFA-related activity may have a material impact on the Company’s consolidated financial condition or results of operations. The Company cannot predict the outcome of the investigation or whether it will in fact have a material impact. The Company is cooperating with the investigation. For a description of the investigation, see “Additional Information—Legal Proceedings”. 25 Table of Contents Risk Factors Related to TelevisaUnivision The Results of Operations of TelevisaUnivision May Affect Our Financial Performance and the Value of Our Investment in that Company; Key Members of Our Management Team Also Participate in the Management of the Mexican Content Business of TelevisaUnivision We have a substantial investment in TelevisaUnivision, the ultimate parent company of Univision Holdings, Inc. (“UHI”) and Univision Communications Inc. (“UCI”; together with TelevisaUnivision and UHI, “Univision”). On January 31, 2022, we consummated the TelevisaUnivision Transaction with Univision and, for the limited purposes set forth in the transaction agreement (the “2021 Transaction Agreement”), affiliates of Searchlight Capital Partners, LP (“Searchlight”), ForgeLight LLC (“ForgeLight”) and Liberty Global plc, through its venture investment vehicle (“Liberty Global”), pursuant to which, among other things, we contributed our former Content business segment (other than certain assets including the main real estate associated with the production facilities and Mexican over-the-air broadcast concessions and transmission infrastructure, as well as assets relating to our former news business which was transferred at closing to an entity controlled by Emilio Fernando Azcárraga Jean (the “News Company”)) to Univision. After the closing of the TelevisaUnivision Transaction, news programs are owned by the News Company and licensed to TelevisaUnivision. In consideration for the contribution of our former Content business, we received approximately U.S.$4.5 billion in a combination of cash (U.S.$3.0 billion) and U.S.$1.5 billion of common and preferred shares of TelevisaUnivision, excluding post-closing adjustments. The TelevisaUnivision Transaction was partially financed by Univision through a new Series C preferred equity investment in TelevisaUnivision of U.S.$1.0 billion in the aggregate led by ForgeLight, along with the SoftBank Latin American Fund, with participation from Google and The Raine Group, as well as debt financing. As of March 31, 2026, we owned a 44.3% equity interest on an as-converted basis (excluding unvested and/or unsettled stock, restricted stock units and options) in TelevisaUnivision. However, we do not control TelevisaUnivision. As a result, we do not consolidate TelevisaUnivision’s results and we no longer consolidate the results of the former Content business segment that we contributed in the TelevisaUnivision Transaction. Our investment in TelevisaUnivision is currently held in the form of shares of common stock and convertible preferred stock. The value of the common stock and preferred stock of TelevisaUnivision, neither of which are publicly traded, will fluctuate and could materially increase or decrease in value. The value of those shares of TelevisaUnivision common stock and convertible preferred stock, and thus the value of our investment in TelevisaUnivision and our reported results of operations, will be affected by the results of operations of TelevisaUnivision and its subsidiaries. The business, financial condition and results of operations of TelevisaUnivision and its subsidiaries could be materially and adversely affected by risks including, but not limited to: (i) TelevisaUnivision’s inability or failure to service or refinance its debt, particularly in a volatile interest rate environment; (ii) cancellations, reductions or postponements of advertising or other changes in advertising practices among TelevisaUnivision’s advertisers; (iii) adverse global and national economic conditions, including inflationary pressures and exchange rate volatility; (iv) changes in the size of the U.S. Hispanic population, including the impact of U.S. federal and state immigration legislation and policies on both the U.S. Hispanic population and persons emigrating from Latin America, as well as an increase in the preference among Hispanics for English-language programming, or Spanish-language programming on platforms other than those of TelevisaUnivision; (v) an increase in the cost of, and/or decrease in the supply, quality of and/or demand for, TelevisaUnivision’s content; (vi) changes in, and the effect on us of, the rules and regulations of the Federal Communications Commission (the “FCC”), as well as other federal, state and local regulations, including those applicable in Mexico; (vii) competitive pressures from other content distributors, other entertainment and news media and broadcasters, particularly in Mexico and the U.S. markets, including the New York, Los Angeles and Miami-Fort Lauderdale markets, where a large percentage of TelevisaUnivision’s target audience lives; (viii) TelevisaUnivision’s failure to retain the rights to popular programming, including sports programming; (ix) TelevisaUnivision’s failure to renew existing carriage agreements or reach new carriage agreements or similar agreements with multichannel video programming distributors or other content distributors, (x) possible strikes or other union job actions; (xi) the impact of new technologies as well as TelevisaUnivision’s ability to successfully operate its multichannel video programming distributors; and (xii) failure to develop, produce or acquire content for, attract customers for and/or profitably commercialize TelevisaUnivision’s subscription video-on-demand and ad-supported video-on demand services as part of its strategy to provide streaming channels as a Spanish-language direct to consumer and direct to business platform. Macroeconomic conditions, including any future pandemic, epidemic or outbreak of infectious disease could have an adverse impact on TelevisaUnivision, due to, among other things, the potential negative impact on advertising trends and advertising revenue, the suspension of sporting events and curtailment or suspension of other programming production to which TelevisaUnivision has broadcast rights, reductions or delays in the production of programming by TelevisaUnvision’s partners and general disruptions to business and operations. Due to the evolving and uncertain nature of any future pandemic, epidemic or outbreak of infectious disease, we cannot estimate the impact on TelevisaUnivision’s businesses, financial condition or near or longer-term financial or operational results with certainty. 26 Table of Contents There can be no assurance that the results of operations of TelevisaUnivision and its respective subsidiaries will be sufficient to maintain or increase the value of our investment, including payment of dividends to its existing shareholders, or that such results will not materially and adversely affect our business, financial condition and results of operations. In addition, no public market exists for TelevisaUnivision’s shares, and such shares are subject to transfer restrictions, so there can be no assurance that we will be able to realize value from our investment in TelevisaUnivision at a time when it may be beneficial for us to do so, or at all. For a discussion of our investment in TelevisaUnivision, see “Information on the Company—Business Overview—TelevisaUnivision”. In addition, as part of the combination of our former Content business with TelevisaUnivision’s other operations, Messrs. Bernardo Gómez Martínez and Alfonso de Angoitia Noriega became part of the management team of the Mexican content business of TelevisaUnivision. These individuals also continue to serve as Co-Chief Executive Officers of the Company. As a result, they do not devote all of their time to either TelevisaUnivision or the Company. Additionally, our directors and officers may have interests that are different from those of our shareholders and actual or apparent conflicts of interest may arise with respect to matters involving or affecting us and TelevisaUnivision. The Performance of TelevisaUnivision May Affect the Market Price of Our Shares and of Our CPOs or GDSs, the Underlying Asset of Which Are Our Shares As of March 31, 2026, we owned a 44.3% equity interest on an as-converted basis (excluding unvested and/or unsettled stock, restricted stock units and options) in TelevisaUnivision. Such interest forms an important part of our assets and an important part of our share of income of associates and joint ventures. As a result of the foregoing, the performance of TelevisaUnivision may have an effect on the market price of our shares or of the CPOs or GDSs, the underlying asset of which are the shares of Grupo Televisa. In addition, changes in market conditions, particularly in relation to U.S. media companies, could impact the valuation of TelevisaUnivision and may affect the market price of our shares. Although We Have a Large Equity Interest in TelevisaUnivision, We Do Not Control TelevisaUnivision and Its Interests May Differ from Those of Grupo Televisa or Other Investors in TelevisaUnivision and Grupo Televisa’s Interests May Differ from Those of Other Investors in TelevisaUnivision We are the largest shareholder of TelevisaUnivision, and we are entitled to appoint five directors to the Board of Directors of TelevisaUnivision, including the chairperson. However, such equity interest and our governance rights do not grant us control over TelevisaUnivision, and TelevisaUnivision is deemed an “associate” (asociada) of ours under current applicable accounting standards. As a result of the foregoing, if the interests of the rest of the investors of TelevisaUnivision differ from our interests, TelevisaUnivision may conduct its businesses differently than the way that is in the best interests of us and our shareholders, and such change may have an adverse effect on our financial position and results of operations and the expected benefits of the TelevisaUnivision Transaction. In particular, the other major investors in TelevisaUnivision are in the business of making investments in companies and may, from time to time, acquire and hold interest in businesses that compete directly or indirectly with TelevisaUnivision, as well as businesses that represent major customers of TelevisaUnivision. Such investors may also pursue acquisition opportunities that may be complementary to the business of TelevisaUnivision, and as a result, those acquisition opportunities may not be available to TelevisaUnivision. Such transactions may have an adverse effect on our financial position and results of operations and the expected benefits of the TelevisaUnivision Transaction. 27 Table of Contents Risk Factors Related to Our Securities Any Actions Stockholders May Wish to Bring Concerning Our Bylaws or the CPO Trust Must Be Brought in a Mexican Court Our bylaws provide that a stockholder must bring any legal actions concerning our bylaws in courts located in Mexico City. All parties to the trust agreement governing the CPOs, including the holders of CPOs, have agreed to submit any legal actions concerning the trust agreement only to Mexican courts. Non-Mexicans May Not Hold Series “A” Shares, Series “B” Shares or Series “D” Shares Directly and Must Have Them Held in a Trust at All Times As a result of the Telecom Reform, the regulatory framework was amended to allow foreign direct investment of up to 100% of the equity interest of Mexican companies doing business in telecommunications and satellite communications, and up to 49% in the broadcasting sector, subject to reciprocity from the country of the ultimate investor. Notwithstanding the above, the trust governing the CPOs and our bylaws still restrict non-Mexicans from directly owning Series “A” Shares, Series “B” Shares or Series “D” Shares. Non-Mexicans may hold Series “A” Shares, Series “B” Shares or Series “D” Shares indirectly through the CPO Trust, which will control the voting of such shares. Under the terms of the CPO Trust, a non-Mexican holder of CPOs or GDSs may instruct the CPO Trustee to request that we issue and deliver certificates representing each of the shares underlying its CPOs so that the CPO Trustee may sell, to a third party entitled to hold the shares, all of these shares and deliver to the holder any proceeds derived from the sale. In addition, as a “foreign private issuer” under the U.S. system of securities regulation, we are entitled to certain accommodations not available to domestic issuers. The SEC is currently examining the framework applicable to foreign private issuers. For example, the SEC recently changed its rules to extend insider reporting obligations under Section 16(a) of the Exchange Act to directors and officers of foreign private issuers, a requirement that historically only applied to domestic issuers. We continue to monitor the benefits, burdens and costs of our NYSE listing, particularly in light of the regulatory environment as well as our reduced market capitalization over the years following the TelevisaUnvision Transaction and the Spin-Off. Non-Mexican Holders of Our Securities Forfeit Their Securities if They Invoke the Protection of Their Government Pursuant to Mexican law, our bylaws provide that non-Mexican holders of CPOs or GDSs may not ask their government to interpose a claim against the Mexican government regarding their rights as stockholders. If non-Mexican holders of CPOs or GDSs violate this provision of our bylaws, they will automatically forfeit the Series “A” Shares, Series “B” Shares, Series “L” Shares and Series “D” Shares underlying their CPOs or GDSs to the Mexican government. Non-Mexican Holders of Our Securities Have Limited Voting Rights In accordance with the bylaws and trust governing the CPOs of the Company, non-Mexican holders of CPOs or GDSs are not entitled to vote the Series “A” Shares, Series “B” Shares and Series “D” Shares underlying their securities. The Series “L” Shares underlying CPOs or GDSs, the only series of our Shares that can be voted by non-Mexican holders of CPOs or GDSs, have limited voting rights. These limited voting rights include the right to elect two directors and limited rights to vote on extraordinary corporate actions, including the cancellation of the registration in the CNBV’s National Securities Registry of the Series “L” Shares and other actions which are adverse to the holders of the Series “L” Shares. For a brief description of the circumstances under which holders of Series “L” Shares are entitled to vote, see “Additional Information—Bylaws—Voting Rights and Stockholders’ Meetings”. Our Antitakeover Protections May Deter Potential Acquirers and May Depress Our Stock Price Certain provisions of our bylaws could make it substantially more difficult for a third party to acquire control of us. These provisions in our bylaws may discourage certain types of transactions involving the acquisition of our securities. These provisions may also limit our stockholders’ ability to approve transactions that may be in their best interests and discourage transactions in which our stockholders might otherwise receive a premium for their Shares over the then current market price and could possibly adversely affect the trading volume in our equity securities. As a result, these provisions may adversely affect the market price of our securities. Holders of our securities who acquire Shares in violation of these provisions will not be able to vote, or receive dividends, distributions or other rights in respect of these securities and would be obligated to pay us a penalty. For a description of these provisions, see “Additional Information—Bylaws—Antitakeover Protections”. 28 Table of Contents GDS Holders May Face Disadvantages When Attempting to Exercise Voting Rights as Compared to Other Holders of Our Securities In situations where we request that The Bank of New York Mellon, the depositary for the securities underlying the GDSs, ask GDS holders for voting instructions, the holders may instruct the depositary to exercise their voting rights, if any, pertaining to the deposited securities. The depositary will attempt, to the extent practical, to arrange to deliver voting materials to these holders. We cannot assure holders of GDSs that they will receive the voting materials in time to ensure that they can instruct the depositary how to vote the deposited securities underlying their GDSs, or that the depositary will be able to forward those instructions and the appropriate proxy request to the CPO Trustee in a timely manner. For stockholders’ meetings, if the depositary does not receive voting instructions from holders of GDSs or does not forward such instructions and appropriate proxy request in a timely manner, if requested in writing from us, it will provide a proxy to a representative designated by us to exercise these voting rights. If no such written request is made by us, the depositary will not represent or vote, attempt to represent or vote any right that attaches to, or instruct the CPO Trustee to represent or vote, the shares underlying the CPOs in the relevant meeting (the “Underlying Shares”) and, as a result, the Underlying Shares will be voted in the manner described under “Additional Information—Bylaws—Voting Rights and Stockholders’ Meetings—Holders of CPOs”. For CPO Holders’ meetings, if the depositary does not timely receive instructions from a Mexican or non-Mexican holder of GDSs as to the exercise of voting rights relating to the underlying CPOs in the relevant CPO holders’ meeting, the depositary and the custodian will take such actions as are necessary to cause such CPOs to be counted for purposes of satisfying applicable quorum requirements and, unless we in our sole discretion have given prior written notice to the depositary and the custodian to the contrary, vote them in the same manner as the majority of the CPOs are voted at the relevant CPOs holders’ meeting. This means that holders of GDSs may not be able to exercise their right to vote and there may be nothing they can do if the deposited securities underlying their GDSs are not voted as they request. The Interests of Our GDS Holders Will Be Diluted if We Issue New Shares and These Holders Are Unable to Exercise Preemptive Rights for Cash Under Mexican law and our bylaws, our stockholders have preemptive rights with respect to capital increases, subject to our Board not excluding such preemptive rights. This means that in the event that we issue new Shares for cash and the Board does not exclude preemptive rights, our stockholders will have a right to subscribe and pay the number of Shares of the same series necessary to maintain their existing ownership percentage in that series. If the Board approves the exclusion of preemptive rights, the interests of our stockholders will be diluted in the event that we issue new Shares for cash. Furthermore, U.S. holders of our GDSs cannot exercise their preemptive rights unless we register any newly issued Shares under the U.S. Securities Act of 1933, as amended, or the Securities Act, or qualify for an exemption from registration. If U.S. holders of GDSs cannot exercise their preemptive rights, the interests of these holders will be diluted in the event that we issue new Shares for cash. We intend to evaluate at the time of any offering of preemptive rights the costs and potential liabilities associated with registering any additional Shares. We cannot assure that we will register under the Securities Act any new Shares that we issue for cash. In addition, although the Deposit Agreement provides that the depositary may, after consultation with us, sell preemptive rights in Mexico or elsewhere outside the United States and distribute the proceeds to holders of GDSs, under current Mexican law these sales are not possible. See “Directors, Senior Management and Employees—Stock Purchase Plan and Long-Term Retention Plan” and “Additional Information—Bylaws—Preemptive Rights”. The Protections Afforded to Minority Stockholders in Mexico Are Different from Those in the U.S. Under Mexican law, the protections afforded to minority stockholders are different from those in the U.S. In particular, the law concerning fiduciary duties of directors is not well developed, there is no procedure for class actions or stockholder derivative actions and there are different procedural requirements for bringing stockholder lawsuits. As a result, in practice, it may be more difficult for our minority stockholders to enforce their rights against us or our directors or major stockholders than it would be for stockholders of a U.S. company. 29 Table of Contents The Ley del Mercado de Valores, or the Mexican Securities Market Law, provides additional protection to minority stockholders, such as (i) providing stockholders of a public company representing 5% or more of the capital stock of the public company, an action for liability against the members and secretary of the Board and relevant management of the public company, and (ii) establishing additional responsibilities on the audit committee in all issues that have or may have an effect on minority stockholders and their interests in an issuer or its operations. It May Be Difficult to Enforce Civil Liabilities Against Us or Our Directors, Executive Officers and Controlling Persons We are organized under the laws of Mexico. Substantially all of our directors, executive officers and controlling persons reside outside the U.S., all or a significant portion of the assets of our directors, executive officers and controlling persons, and substantially all of our assets, are located outside of the U.S., and some of the parties named in this annual report also reside outside of the U.S. As a result, it may be difficult for you to effect service of process within the United States upon these persons or to enforce against them or us in U.S. courts judgments predicated upon the civil liability provisions of the federal securities laws of the U.S. We have been advised by our Mexican counsel, Mijares, Angoitia, Cortés y Fuentes, S.C., that there is doubt as to the enforceability, in original actions in Mexican courts, of liabilities predicated solely on U.S. federal securities laws and as to the enforceability in Mexican courts of judgments of U.S. courts obtained in actions predicated upon the civil liability provisions of U.S. federal securities laws.
History and Development of the Company Grupo Televisa, S.A.B. was originally incorporated as a sociedad anónima, or limited liability corporation under the laws of Mexico in accordance with the Ley General de Sociedades Mercantiles, or Mexican Companies Law, and later adopted th…
History and Development of the Company Grupo Televisa, S.A.B. was originally incorporated as a sociedad anónima, or limited liability corporation under the laws of Mexico in accordance with the Ley General de Sociedades Mercantiles, or Mexican Companies Law, and later adopted the form of sociedad anónima bursátil, or limited liability stock corporation in accordance with the Ley del Mercado de Valores, or the Mexican Securities Market Law. It was incorporated under Public Deed Number 30,200, dated December 19, 1990, granted before Notary Public Number 73 of Mexico City, and registered with the Public Registry of Commerce in Mexico City on Commercial Page (folio mercantil) Number 142,164. Pursuant to the terms of our estatutos sociales, or bylaws, our corporate existence continues through 2106. Our principal executive offices are located in Mexico City at Avenida Vasco de Quiroga, No. 2000, Colonia Santa Fe, 01210 Mexico City, México. Our telephone number at that address is (52) (55) 5261-2000. Capital Expenditures The table below sets forth our expected capital expenditures for the year ended December 31, 2026 and our actual capital expenditures for the years ended December 31, 2025, 2024 and 2023. Year Ended December 31,(1)(2) 2026 2025 2024 2023 (Expected) (Actual) (Actual) (Actual) (Millions of U.S. Dollars) Capital expenditures U.S.$ 772.5 U.S.$ 645.0 U.S.$ 493.0 U.S.$ 828.5 (1) Amounts in respect of some of the capital expenditures, investments and acquisitions we made in 2025, 2024 and 2023 were paid for in Pesos. These Peso amounts were translated into U.S. Dollars at the Interbank Rate in effect on the dates on which a given capital expenditure, investment or acquisition was made. See “Key Information—Selected Financial Data”. (2) See “Operating and Financial Review and Prospects—Results of Operations—Liquidity, Foreign Exchange and Capital Resources—Capital Expenditures, Acquisitions and Investments, Distributions and Other Sources of Liquidity”. 30 Table of Contents In November 2025, we made a capital contribution in cash to TelevisaUnivision in the amount of U.S.$89.8 million (Ps.1,671.5 million). See Note 10 to our consolidated year-end financial statements. See “—Business Overview—Investments” for a discussion of TelevisaUnivision. In 2025, 2024 and 2023, we provided financing to Grupo de Telecomunicaciones de Alta Capacidad, S.A.P.I. de C.V. (“GTAC”) in connection with long-term credit facilities and our 33.3% interest in GTAC in the aggregate amounts of U.S.$4.5 million, U.S.$7.0 million and U.S.$8.8 million, respectively. We expect to provide this financing to GTAC in 2026 in the aggregate amount of U.S.$5.4 million. See “—Business Overview—Our Operations—Telecom—Residential” and “—Business Overview—Investments” for a discussion of GTAC. In 2025, 2024 and 2023, we relied on a combination of operating revenues, borrowings and net proceeds from dispositions to fund our capital expenditures, acquisitions and investments. We expect to fund our capital expenditures in 2026 and potential capital expenditures, investments and/or acquisitions going forward, which could be substantial in size, through a combination of cash from operations, cash on hand, equity securities, and/or the incurrence of debt, or a combination thereof. In addition, at an extraordinary shareholders meeting held on April 28, 2026, our shareholders approved (i) a capital increase of up to Ps.7.2 billion (or approximately U.S.$400 million) and (ii) delegating to the Board to determine certain terms for offering the corresponding shares for subscription and payment in accordance with the Mexican Securities Market Law, which may be in the form of convertible notes, rights offerings, private placements or any other forms of financing. This capital increase represents approximately 19% of the total shares outstanding at the current trading price of our CPOs. Depending on our trading price at the time of any such capital increase, this amount could be more or less. For a more detailed description of our capital expenditures, investments and acquisitions in prior years, see “Operating and Financial Review and Prospects—Results of Operations—Liquidity, Foreign Exchange and Capital Resources—Liquidity” and “Operating and Financial Review and Prospects—Results of Operations—Liquidity, Foreign Exchange and Capital Resources—Capital Expenditures, Acquisitions and Investments, Distributions and Other Sources of Liquidity”. 31 Table of Contents Business Overview The Company is a major telecommunications company that owns and operates one of the most significant cable network groups as well as a leading direct-to-home (“DTH”) satellite pay television system in Mexico. The Company’s cable networks offer integrated services, including high-speed data, video, mobile and voice services to residential and commercial customers as well as telecommunications managed services to domestic and international enterprises. The Company also offers pay television and broadband services through its DTH satellite system. The Company holds a number of concessions by the Mexican government that authorizes it to broadcast programming over television stations for the signals of TelevisaUnivision, and the Company’s cable networks and satellite system. In addition, the Company is the largest shareholder of TelevisaUnivision, a leading media company producing, creating, and distributing Spanish-speaking content through several broadcast channels in Mexico, the United States and over 50 countries through television networks, cable operators, and over-the-top (“OTT”) services. Business Strategy We conduct our telecommunications operations as a single business through our cable networks and DTH system, with three categories of revenues: Residential, Satellite and Enterprise. We intend to continue strengthening our position in this business and growing by continuing to make additional investments, which could be substantial in size, while maintaining our focus on profitability and financial discipline. We are the largest shareholder of TelevisaUnivision, a leading media company producing, creating and distributing Spanish speaking content through several broadcast channels in Mexico, the United States and over 50 countries through TV networks, cable operators, audio platforms and streaming services. We intend to continue exploring potential ventures and business opportunities with TelevisaUnivision. In addition, we intend to continue to analyze opportunities to expand our business by investing in new technologies, developing new business initiatives and/or through business acquisitions and investments. This could include investment opportunities in the Mexican Telecom sector, which may require new financing, such as debt or equity financing, using cash on hand or a combination thereof. Any capital increase could be used for deleveraging, acquisition opportunities or general corporate purposes. Continue Building Our Residential and Satellite Platforms Residential. We are a shareholder of several Mexican cable companies, which under the “izzi” trademark offer cable television, high speed internet and IP telephony services throughout Mexico, as well as other services such as mobile telephony, voice services, value added services and virtual networks. ● We own a 51.5% controlling stake in Cablevisión, which operates in Mexico City and its metropolitan area; and ● We own 100% of TVI, Cablemás and Cablecom, which operate in several States of Mexico. 32 Table of Contents With a consolidated 6.1 million subscriber base and 20.0 million homes passed as of December 31, 2025, these companies are important service providers in Mexico. “Homes passed” refers to any residential homes or businesses that are connected to telecommunications systems, those prepared to be connected to telecommunications systems but are not currently connected or require some type of investment in order to be connected. For instance, each apartment located in a building that is prepared to be connected to telecommunications systems represents one home passed. It is generally understood that a home or business counts as a home passed when it can be connected to a telecommunications network without additional extensions to the main transmission lines. Our cable strategy aims to increase our subscriber base, average monthly revenues per subscriber and penetration rate by: ● continuing to offer high quality content; ● continuing to upgrade our existing cable network into a broadband or fiber-optic bidirectional network; ● aiming to provide digital services in order to stimulate new subscriptions, substantially reduce piracy and offer new value-added services; ● increasing the penetration of our high speed internet access and other multimedia services as well as providing a platform to offer internet protocol, or IP, and telephony services; ● continuing the roll out of advanced digital set-top boxes which allow the transmission of high definition programming and recording capability, including OTT services; ● continuing to grow our mobile product, bundling it with our other services; and ● continuing to leverage our strengths and capabilities to develop new business opportunities and expand through additional investments and/or acquisitions, which can be substantial in size. Our cable networks have introduced several new services in recent years, such as interactive television and other enhanced programming services, including high-speed internet access via cable modem and fiber optics to the home, as well as IP telephony. We currently market a unified offering for residential customers under the izzi brand, available since November 2014. izzi offers telecommunications service packages that include unlimited telephone service, high-speed data access, and pay-TV programming for residential customers and micro and small businesses. In June 2016, we launched “izzi TV”, a new entertainment platform that, among other services, offers customers live channels, SVOD (Subscription Video on Demand), and access to all of the company’s content. Recently, these packages include access to HBO Max, Netflix, Vix Premium, Disney+, Paramount, among others. izzi TV is available through the “izzi TV” set-top box and “izzi Go,” a TV Everywhere app for authenticated subscribers that allows users to access on-demand TV channels, movies, and series, compatible with PCs and iOS and Android platforms. izzi Go also features remote control capabilities compatible with our izzi TV set-top boxes. For an additional cost, subscribers can choose from several “izzi TV” service add-ons, such as TVOD (Transactional Video on Demand), HBO Max and Disney+, among others. In addition to the izzi brand, our cable networks also offer telecommunications services under the Wizz and Wizzplus brands in some municipalities. In July 2018, our cable networks launched “Afizzionados”, our first own sports channel dedicated to soccer, broadcasting curated sports content and exclusive matches which was discontinued from the programming Schedule on April 30, 2024. In November 2018, we launched “izzi flex” (home wireless internet) and “izzi pocket” (mobile internet), offering speeds from 5 Mbps to 20 Mbps. In 2018 and 2019, we renewed our Triple Play product with voice, broadband, and video benefits. In June 2020, we launched our mobile virtual network operator (MVNO) service, “izzi mobile”, which offers mobile service to broadband subscribers, offering calls, SMS, and gigabytes at a competitive price through a reseller agreement with Altán Redes, S.A.P.I. de C.V. (“Altán Redes”). We also offer mobile services through “Bestel mobile,” which offers calls, SMS, and gigabytes depending on the coverage area for business, corporate, and government customers through a reseller agreement with Altán Redes and Radiomóvil Dipsa, S.A. de C.V. Recently, we also launched our new “izziTV-smart” set-top box, which has allowed us to become one of the largest OTT aggregators in Mexico. This allows us to include access to the market’s leading OTT platforms in our offering and the ability to bundle our pay-TV service with Netflix, Disney+ and HBO Max, among others. In July 2022, our cable networks were the first to launch ViX+ as a new SVOD streaming service. In September 2022, we revamped our offering to simplify product selection based on our customers’ needs through a modular concept. In 2023, we increased internet speeds for new customers by 25%, and in September 2023, we began offering ViX Premium as a fixed package at no additional cost, for both new and existing users with speeds of 50 Mbps or higher. In November 2023, we added new sports content, such as NBA League Pass and Fox Sports Premium, to our cable TV offering. In August 2024, we increased internet speeds by 25% for new and existing users. In November 2024, we included HBO Max as a bundle in our internet offering with ViX+, with speeds of 80 Mbps or higher. Also in November 2024, we launched Izzitv+ as a single-player video offering that only requires a Wi-Fi connection. This offer includes Skysports, which offers exclusive access to La Liga, the Bundesliga, and the UEFA Nations League, as well as many other sports such as the Diamond League Since the first week of January 2026, we have been offering a streaming package for the FIFA World Cup 2026 alongside Vix. 33 Table of Contents As of December 31, 2025, our cable networks had 3.6 million video RGUs cable television users, or video RGUs (cable television users), 5.7 million broadband RGUs and 5.6 million telephone lines in service, or voice RGUs (telephone lines in service). In addition, we currently have 652,860 mobile lines service subscriber RGUs. The growth in our subscriber base has been driven primarily by the upgrade of our networks and the launch of competitive broadband offerings. Satellite. We believe that Ku-band DTH satellite services offer an enhanced opportunity for expansion of pay television services into households seeking to upgrade reception of broadcasting signals and in areas not currently serviced by operators of cable or multi-channel, multi-point distribution services. Innova is a DTH company with services in Mexico, Central America and the Dominican Republic with approximately 3.5 million video subscribers, of which 6.1% were commercial subscribers as of December 31, 2025. We own a 100% interest in Innova, or Sky. On April 3, 2024, we announced that we had reached an agreement with AT&T to acquire its interest in Sky and become the owner of 100% of Sky’s capital stock. On June 7, 2024, the IFT approved the acquisition and the transaction closed. The transaction price will be paid by us in 2027 and 2028. Following this acquisition, we began integrating Sky with our former Cable segment, which is now consolidated under our Telecom segment. The key components of our Satellite strategy include: ● offering high quality content, exclusive broadcasts of sporting events, such as La Liga, Supercopa, Liga Hypermtion and La Copa del Rey (Spanish Soccer), The Bundesliga (German Soccer), the NFL Sunday Ticket, MLB Extra Innings, the NHL, ice skating events, Davis Cup, Diamond League, UEFA EURO and UEFA Nations League; ● capitalizing on the low penetration of pay-TV services in Mexico and in areas not currently serviced by cable operators; ● providing superior digital Ku-band DTH satellite services and emphasizing customer service quality; and ● providing aggressive HD offerings and continuously expanding our programming in HD. Developing New Businesses and Expanding through Acquisitions or Other Transactions We plan to continue leveraging our strengths and capabilities to develop new businesses and analyzing opportunities to expand through acquisitions or other transactions. We are constantly assessing potential opportunities that complement or strengthen our business strategy. We may identify and evaluate opportunities for strategic acquisitions of complementary businesses, technologies or companies. We may also consider joint ventures, minority investments and other collaborative projects and investments. Any such transaction could be funded using cash on hand, our equity securities and/or the incurrence of debt, or a combination thereof. For a further discussion of some of our recent investments, see “—Investments”. Expanding Our Business in the Mexican Telecommunications Markets by Taking Advantage of the Telecom Regulation and Implementing Legislation On July 16, 2025, the new LMTR was published in the Federal Official Gazette (Diario Oficial de la Federación or “DOF”), which repealed the Federal Telecommunications and Broadcasting Law in force since 2014. This reform represents a structural shift in the regulation of the sector by establishing a new regulatory body and assigning new responsibilities to the ATDT and CRT. Broadly speaking, the reform aims to reorganize the sector’s institutional framework, strengthen Mexico’s governance through the Federal Executive Branch and simplify the concessions regime. On October 7, 2025, the President of Mexico sent the senate a proposal for commissioner candidates to be part of the Plenary of the CRT. On October 14, 2025, the Senate ratified the appointment of the commissioners proposed by the President, and on October 16, 2025, the President appointed Norma Solano Rodríguez as Chairwoman of the CRT. With this, the constitutional reform on organic simplification published on December 20, 2024 in the DOF came into force as of October 17, 2025, by which the IFT was extinguished, and the CRT started operations as the sole authority in telecommunications and broadcasting. As of October 17, 2025, the CRT assumed the attributions, obligations and powers of the extinct IFT with respect to all ongoing proceedings, with the exception of antitrust proceedings, which will be continued by the CNA. All acts previously issued by the IFT continue to have effect, including determinations of preponderant economic agents and their asymmetric regulation. Similarly, all legal instruments, agreements, inter-institutional agreements and contracts entered into by the IFT are in force and binding on the CRT, without prejudice to their eventual ratification, modification or termination. 34 Table of Contents Under the LMTR, the CRT is defined as a decentralized administrative body under the Agency, with technical, operational and managerial interdependence. Unlike the IFT, the CRT is not a constitutionally autonomous body and falls under the Federal Executive Branch, which has the power to issue general administrative laws for the regulation, promotion and oversight of the efficient development of telecommunications and broadcasting. The CRT’s primary functions include issuing technical and administrative provisions, proposing national positions on telecommunications and space-related activities, establishing guidelines for sector infrastructure, granting, modifying, or revoking licenses and authorizations, conducting spectrum auctions, setting compensation fees, and defining interconnection and interoperability conditions. The CNA retains authority to impose measures on dominant economic agents to ensure the efficient development of the telecommunications and broadcasting sectors. Additionally all powers previously held by the IFT regarding economic competition will be transferred to the CNA, which must request a technical opinion from the CRT to support any dominance declarations. In the case of dominant agents in the telecommunications sector, they are still required to submit to both the CRT and the CNA the registry of authorized interconnection services granted by the CRT to other concessionaires, as well as separate accounting for such services. Pursuant to the Telecom Reform of 2014 (see “—Regulation—Telecom and Broadcasting Regulations”), a “preponderant economic agent” (agente económico preponderante) in the telecommunications sector means an economic agent that has, directly or indirectly, more than 50% of the national market share in telecommunications services, calculated based on the number of users, subscribers, network traffic or used capacity according to the data available to CRT (formerly the IFT, which was extinguished on October 17, 2025). We are aware from the public records that, on March 7, 2014, the former IFT notified América Móvil, S.A.B. de C.V., or América Móvil, of a resolution which determined that América Móvil and its operating subsidiaries Radiomóvil Dipsa, S.A de C.V., or Telcel, and Teléfonos de México, S.A.B. de C.V., or Telmex, Teléfonos del Noreste, S.A. de C.V., or Telnor, as well as Grupo Carso, S.A.B. de C.V. and Grupo Financiero Inbursa, S.A.B. de C.V., are a preponderant economic agent in the telecommunications sector and imposed on them certain specific asymmetrical regulations which América Móvil reported publicly in the following areas: ● Interconnection: Regulation on interconnection, including the imposition of (a) asymmetric rates to be determined by IFT, now CRT, and (b) the implementation of an interconnection framework agreement (convenio marco de interconexión); ● Sharing of Infrastructure: Regulation on the access and use of passive infrastructure, including towers, sites, and ducts, at rates to be negotiated amongst the operators and, where agreement cannot be reached, to be determined by IFT, now CRT, using a methodology of long average incremental costs; ● Local Loop Unbundling: Regulation on local loop unbundling, including the imposition of rates to be determined by IFT, now CRT, using a methodology of long average incremental costs; ● Resale: Resale of wholesale voice, broadband internet and dual-play packages that replicate packages provided by the preponderant economic agent in the telecommunications sector, at retail level, at rates to be negotiated among the operators and, where an agreement cannot be reached, to be determined by IFT, now CRT, using a methodology of retails minus; ● Indirect Access to the Local Loop: Regulation on the wholesale bitstream access to the access network of the preponderant economic agent in the telecommunications sector at rates to be negotiated among the operators and, where an agreement cannot be reached, to be determined by IFT, now CRT, using a methodology of retail minus; ● Wholesale Leased Lines: Regulation on wholesale leased lines for interconnection, local and domestic and international long distance, at rates to be negotiated among the operators and, where agreement cannot be reached, to be determined by IFT, now CRT, using a methodology of retail minus, except for leased lines for interconnection services where the methodology to be used for determining the applicable rates will be of long average incremental costs; ● Roaming: Regulation on the provision of wholesale roaming services, at rates to be negotiated amongst the operators and, where agreement cannot be reached, to be determined by IFT, now CRT, using a methodology of long average incremental costs; ● Elimination of National Roaming Charges: IFT, now CRT, has imposed the elimination of national roaming charges to the subscribers of the preponderant economic agent in the telecommunications sector; 35 Table of Contents ● Mobile Virtual Network Operators: Regulation on wholesale access to mobile virtual network operators to services provided by the preponderant economic agent in the telecommunications sector to its subscribers, at rates to be negotiated among the operators and, where agreement cannot be reached, to be determined by IFT, now CRT, using a methodology of retail minus (for the reseller business model); ● Certain Obligations on the Provision of Services: Certain rates for the provision of telecommunications services to the subscribers of the preponderant economic agent in the telecommunications sector shall be subject to rate control and/or authorization by IFT, now CRT, by using a series of methodologies related to maximum prices and replicability. Also, a series of obligations relating to the sale of services and products, including the obligation to offer individually all services that are offered under a bundle scheme; limited exclusivity on handsets and tablets; and the obligation of eliminating the sim-lock on handsets; ● Content: IFT, now CRT, has issued the Relevant Content Ruling applicable for preponderant economic agent in the telecommunications sector, which contains a prohibition to acquire transmission rights for any territory within Mexico on an exclusive basis, relating to relevant content (contenidos audiovisuales relevantes), including without limitation national soccer play-offs (liguilla), FIFA world cup soccer finals and, any other event where high-audiences are expected at a national or regional level. The IFT may update the relevant content list every two years; and ● Information and Quality of Service Obligations: Several obligations related to information and quality of service, including the publication of a series of reference terms (ofertas públicas de referencia) of the wholesale and interconnection services subject of the asymmetric regulation imposed by IFT, now CRT, and accounting separation. On March 8, 2017, the former IFT issued a resolution to the preponderant economic agent in the telecommunications sector that modifies the asymmetrical regulations described above. The most relevant modifications are the following: ● Wholesale Leased Lines: the methodology to be used by IFT, now CRT, in case an agreement cannot be reached in wholesale leased lines for interconnection, local and domestic and international long distance, is limited to long average incremental costs; and ● Functional separation: the preponderant economic agent in the telecommunications sector will have to functionally separate the provision of wholesale services through the creation of a new legal entity and a wholesale division; which entity will solely and exclusively provide wholesale services related to access network elements, dedicated links and passive infrastructure, among other wholesale services. The wholesale division within the existing companies will provide the other wholesale services subject to the aforementioned measures that are not provided by the newly created legal entity: ● Equivalence of Supplies and Inputs, Technical and Economic Replicability: The preponderant economic agent in the telecommunications sector must guarantee the equivalence of inputs, the technical replicability of the services that it commercializes to its end users, and equal access to technical and commercial information; ● Fiber disaggregation Regulation on unbundling of P2P (point-to-point), fiber was added to the local loop unbundling regulation. Unbundling of passive optical networks (PON), is not considered under this service and remains accessible through the Indirect Access to the Local Loop service; and ● The preponderant economic agent in the telecommunications sector must also guarantee the economic replicability of the services that it commercializes to its end users for which it will validate the economic replicability of the services “ex-post” based on the methodology, terms and conditions that the IFT, now CRT, determines. According to public records, América Móvil and its operating subsidiaries, Telcel, Inbursa, Telmex and Telnor, filed amparo proceedings against the former IFT’s original resolution. The courts issued a ruling confirming the constitutionality of the former IFT’s resolution, with the exception of Telcel’s proceeding. On March 3, 2021, the Supreme Court confirmed that Telcel is also a preponderant economic agent in the telecommunications sector. 36 Table of Contents In March 2018, América Móvil received a resolution from the former IFT determining the terms under which Telmex and Telnor shall, legally and functionally, separate the provision of wholesale regulated fixed services by incorporating new legal entities with their own corporate governance, independent from those of América Móvil’s subsidiaries holding a concession, and by creating a wholesale business unit within Telmex and Telnor. Telmex and Telnor had two years to implement the separation ordered by the former IFT. The resolution established a calendar for implementation and obligations to deliver periodic information to the former IFT. In March 2020, the two-year period granted to the preponderant economic agent in the telecommunications sector to implement the functional separation of Telmex and Telnor ended. In March 2020, America Móvil created two companies; Red Nacional Última Milla, S.A.P.I. de C.V. and Red Última Milla del Noroeste, S.A.P.I. de C.V., for the provision of wholesale regulated fixed services, in compliance with the functional separation requirements, and a Wholesale Division inside Telmex and Telnor. On December 2, 2020, the former IFT issued a resolution on its evaluation of the asymmetrical regulations imposed on Telmex, as preponderant economic agent in the telecommunications sector in March 2014. Some of the most relevant modifications were: (i) the use of a long-run average incremental costs model to determine the local loop indirect access services rates, and that IFT, now CRT, may determine competitive geographic zones where such rates will be determined by the preponderant economic agent in the telecommunications sector; (ii) for dedicated-link leasing services, the IFT, now CRT, may determine competitive geographic zones where rates will be determined pursuant to a price cap methodology; and for the rest of the country, rates will be determined by IFT, now CRT, by using a methodology of long average incremental costs; and (iii) certain operative and informational modifications to the electronic management system. According to public records, América Móvil challenged the resolution. On August 4, 2021, the former IFT determined 52 competitive geographic zones in the country where rates for local loop indirect access services will be established by the preponderant economic agent in the telecommunications sector. On December 9, 2022, the former IFT added 22 new competitive geographic zones. On December 6, 2023, the former IFT extended tariff freedom for the indirect access to the loop service to 90 municipalities, on December 6, 2024, it extended tariff freedom for the indirect access to the loop service to 105 municipalities. On December 10, 2025, CRT extended tariff freedom for the indirect access to the loop service to 107 municipalities. On October 30, 2024, the Plenary of the former IFT issued the third biennial review of the preponderance measures, through which the plenary suppresses, modifies, and adds the measures imposed to the preponderant economic agent. Some of the measures that stand out refer to the implementation of changes in the Electronic Management System, that the IFT, now CRT, has access to the information for consultation and/or download, the unblocking of terminal equipment, the prohibition of conditionalities, the elimination of forced deadlines, the elimination of user recovery strategies for portability, economic replicability, modifications to wholesale services for visiting users, transparency in public contracting and measures regarding distribution channels. The measures imposed on the preponderant economic agent in the telecommunications sector, if properly implemented, will represent an opportunity for us to increase our coverage and product diversity, while reducing our costs and capital expenditures requirements as a result of the access to the network of the preponderant economic agent in the telecommunications sector and the regulation of the terms and conditions, on competitive terms, of such access. Moreover, asymmetric regulations may create a beneficial economic and regulatory environment in the telephony and broadband markets and may further enhance our ability to compete in the telecommunications industry. The measures imposed on the preponderant economic agent in the telecommunications sector, if properly implemented, will represent an opportunity for us to increase our coverage and product diversity, while reducing our costs and capital expenditures requirements as a result of the access to the network of the preponderant economic agent in the telecommunications sector and the regulation of the terms and conditions, on competitive terms, of such access. Moreover, asymmetric regulations may create a beneficial economic and regulatory environment in the telephony and broadband markets and may further enhance our ability to compete in the telecommunications industry. All of these measures, if properly implemented, could create a beneficial economic and regulatory environment, level the playing field for all participants in the telecommunications market and foster competition, representing an opportunity for the growth of our Telecom business; nevertheless, in the Company’s view, the preponderant economic agent in the telecommunications sector is not complying with its obligations under such measures and the Company has filed several complaints before the former IFT. As a result of the complaints, the former IFT, and now CRT and CNA, have initiated investigations that are ongoing. 37 Table of Contents In August 2017, the Supreme Court of Justice of the Nation (“SCJN”) determined that the interconnection rate regime relating to mobile termination by the preponderant economic agent in the telecommunications sector, which contained a limitation on the preponderant economic agent’s ability to charge for traffic termination in its mobile network, was unconstitutional. As a result, the SCJN ordered that the former IFT issue a tariff. In November 2017, the former IFT resolved that the tariff for traffic termination in the mobile network of the preponderant economic agent in the telecommunications sector would be Ps.0.028562 per minute of interconnection from January 1, 2018 to December 31, 2018. In November 2018, the former IFT determined that the tariff for traffic termination in the mobile network of the preponderant economic agent in the telecommunications sector would be Ps.0.028313 per minute of interconnection from January 1, 2019 to December 31, 2019. In November 2019, the former IFT determined that the tariff for traffic termination in the mobile network of the preponderant economic agent in the telecommunications sector would be Ps.0.025771 per minute of interconnection from January 1, 2020 to December 31, 2020. In November 2020, the former IFT determined that the tariff for traffic termination in the mobile network of the preponderant economic agent in the telecommunications sector would be Ps.0.018489 per minute of interconnection from January 1, 2021 to December 31, 2021. For 2022, the former IFT determined a lower tariff for traffic termination in the mobile network of the preponderant economic agent in the telecommunications sector of Ps.0.017118 per minute of interconnection. For 2023, the former IFT determined a lower tariff for traffic termination in the mobile network of the preponderant economic agent of Ps.0.014294 per minute of interconnection. For 2024, the former IFT determined a lower tariff for traffic termination in the mobile network of the preponderant economic agent in the telecommunications sector of Ps.0.013900 per minute of interconnection. For 2025, the former IFT determined a lower tariff for traffic termination in the mobile network of the preponderant economic agent in the telecommunications sector of Ps.0.012255 per minute of interconnection. For 2026, under Article 122 of the LMTR, the CRT is required to publish minimum technical conditions and tariffs during the first half of the year preceding their effective period; however, because the CRT was not formally constituted and lacked a functioning Plenary during the first half of 2025, it was materially and legally impossible for it to issue the conditions applicable to 2026. Anticipating this temporal gap, the legislature incorporated Transitory Article Twenty-Nine of the LMTR, which establishes a tariff continuity regime requiring concessionaires that enter into interconnection agreements effective January 1, 2026 to apply the tariffs and minimum technical conditions that were in force during 2025, thereby ensuring an orderly transition between tariff periods, avoiding regulatory vacuums and guaranteeing legal and operational certainty for concessionaires until the ordinary publication calendar under Article 122 can resume. In practical terms, this means that the 2025 tariffs and minimum technical conditions remain fully applicable throughout 2026, or Ps.0.012255 per minute of interconnection. In April 2018, the SCJN determined that the interconnection rate regime relating to fixed termination by the preponderant economic agent in the telecommunications sector, which contained a limitation on the preponderant economic agent’s ability to charge for traffic termination in its fixed network, was unconstitutional. As a result, the SCJN ordered the former IFT to issue a tariff for traffic termination in the fixed network of the preponderant economic agent in the telecommunications sector, applicable from January 1 to December 31, 2019. In November 2018, the former IFT determined that the tariff for traffic termination in the fixed network of the preponderant economic agent in the telecommunications sector would be Ps.0.003151 per minute of interconnection from January 1, 2019 to December 31, 2019. In November 2019, the former IFT determined that the tariff for traffic termination in the fixed network of the preponderant economic agent in the telecommunications sector would be Ps.0.003331 per minute of interconnection from January 1, 2020 to December 31, 2020. In November 2020, the former IFT determined that the tariff for traffic termination in the fixed network of the preponderant economic agent would be Ps.0.002842 per minute of interconnection from January 1, 2021 to December 31, 2021. For 2022, the tariff for traffic termination in the fixed network of the preponderant economic agent in the telecommunications sector would be Ps.0.002862 per minute of interconnection. For 2023, the former IFT determined the tariff for traffic termination in the fixed network of the preponderant economic agent should be Ps.0.002885 per minute of interconnection. For 2024, the tariff for traffic termination in the fixed network of the preponderant economic agent in the telecommunications sector would be Ps.0.002823 per minute of interconnection. For 2025, the tariff for traffic termination in the fixed network of the preponderant economic agent in the telecommunications sector would be Ps.0.002858 per minute of interconnection. For 2026, based on the twenty-ninth transitional article of the law, CRT determined the same tariff for traffic termination in the fixed network of the preponderant economic agent in the telecommunications sector would be Ps.0.002858 per minute of interconnection. 38 Table of Contents In January 2020, the former IFT imposed a fine on Telnor in the amount of Ps.1,311.8 million for a breach of the availability of information of certain passive infrastructure (post, duct) in the electronic management system (Sistema Electrónico de Gestión or “SEG”), used to request wholesale services from Telnor. Telnor appealed this decision to a Federal Judge, who upheld the sanction. This ruling is currently under review by a Federal Court. Additionally, the Telecom Reform of 2014 (i) permits 100% foreign ownership in satellite and telecommunications services and increases to up to 49% the level of permitted foreign ownership in television and radio services, subject to reciprocity of the originating foreign investment country, and (ii) provides that the Mexican government will build a national network to facilitate effective access for the Mexican population to broadband and other telecommunications services. These amendments may provide opportunities for us to enter into joint ventures with foreign investors with proven international experience in these markets and also to work with the Mexican government in the development of this new network. As of the date of presentation of this report, the issuance of secondary regulations by the Federal Executive, the CRT, CNA or the Agency in charge of regulating the various telecommunications, broadcasting, and economic competition issues is still pending. Therefore, the Company is evaluating said Telecommunications Reform as well as the actions implemented by the Federal Executive Branch, CRT, CNA or the Agency. Commitment to Sustainability At Grupo Televisa, we are aware of the short- and long-term value a sustainability strategy creates for our stakeholders through our services. We believe that adopting sustainable business practices is critical to generate long-term value for our customers, employees, investors, and the communities we serve. Our purpose brings the mission and vision of our business to life: BRINGING PEOPLE CLOSER TO WHAT MATTERS MOST TO THEM. Our focus on environmental, social and governance (“ESG”) issues is an integral part of our purpose and business strategy. Year after year, we become more firmly committed to connecting lives through innovation and investment in resilient telecommunications networks that empower society. As the world and technology continue to evolve, 2025 was a year of reflection and assessment of our ESG strategy. Following the consolidation of our business strategy, the new focus of our ESG strategy emerged organically. This focus aligns more closely with business operations, embedding it in productive activities and advancing alongside national and international developments. To achieve this, we incorporated key elements into each of our strategic pillars. These key elements are directly linked to business indicators that have some dependency or impact on the environment and the community. We provide products and services that are basic to our society. We are present in our customers’ daily life, from education to business connectivity to entertainment, through our wide range of communication infrastructure and products. Our ESG strategy is integrated into the core of our business and contributes to our goals through four strategic pillars: ● Resilient climate connections ● Digital inclusion ● Empowering people ● Leading by example The progress we have made toward sustainability has been fueled by an ongoing process of policy and program review, focused on improving our corporate management and aligned with international best practices, including the United Nations Sustainable Development Goals (“SDGs”). We identify the most relevant risks and opportunities in ESG areas and then decide on specific initiatives to address them. Our priority SDGs, which range from climate action, education, gender equality, decent work, peace and justice, industry, innovation and infrastructure and responsible consumption and production reflect the opportunities for our business to create shared value and contribute to collective well-being. 39 Table of Contents Our transparency and reporting strategy aligns with certain international frameworks and standards, such as the Global Reporting Initiative and the Sustainability Accounting Standards Board. We also support the Ten Principles of the United Nations Global Compact. Our reporting strategy consists of a voluntary Sustainability Report that complements our mandatory sustainability disclosures. Our sustainability related financial disclosures for 2025 will be in alignment with the IFRS S1 and IFRS S2 standards issued by the ISSB, as mandated by the CNBV. These voluntary and regulatory disclosures are designed to enhance the transparency of our governance practices, risk management processes, and the financial implications of sustainability related risks and opportunities. By adopting these standards and frameworks, we aim to provide investors and other stakeholders with clear, consistent, and decision-useful information regarding our approach to sustainability. The information included in the Sustainability Report is not, and should not be considered to be, a part of this report. Environmental and Climate Our approach to climate action aims to reduce emissions across our value chain by strengthening the resilience of our network and promoting a low-carbon economy that also generates operational efficiency and cost improvements. To achieve this, we aim to invest in climate-resilient networks, by implementing energy-efficiency initiatives to reduce our energy consumption, incorporating renewable energies to decarbonize our operations, joining global efforts in sustainable mobility for our operations, and reducing our waste generation. Through our service centers, we refurbish electronic devices, reducing the amount of electronic waste sent to landfills, lowering operating costs, improving customer service, and reducing our environmental footprint. Likewise, we empower our workforce through communication and training to increase awareness of how their work impacts the environment, and we encourage our staff to take pro-environmental actions in their daily lives, and create partnerships to accelerate the transition to a sustainable economy. We also work hand-in-hand with our suppliers to promote reuse, recycling, and emission reduction practices. Since 2019, we have adopted the recommendations of the Task Force on Climate-related Disclosures and strengthened our climate governance and risk management strategy. In 2025, we conducted a climate risk scenario analysis in accordance with the IFRS S2 of the Sustainability Disclosure Standards, which is now part of the regulatory requirements of the CNBV. Through this scenario analysis and regulatory framework, we have a better understanding of how climate risks and opportunities can impact our financial situation, so that we can better prepare for such risks. Social Our mission at Grupo Televisa is to merge groundbreaking technology with the best of human creativity. We are committed to delivering timely, useful, and meaningful digital experiences that enrich people and the world around them. We build the necessary infrastructure for society to connect and stay tuned with the world. We understand that connections are fundamental to giving meaning to life, and we strive to meet society’s connection needs by investing in the infrastructure required to facilitate that global connection. Digital inclusion has been a deeply rooted priority for us for decades and is a fundamental pillar of our business and sustainability strategy. In a world where society increasingly relies on digital tools to carry out all types of productive, educational, and personal activities, ensuring access, digital inclusion, and the spread of knowledge throughout the country is not only a matter of positive community impact but also a priority for business development. Over the years, we have focused our efforts on providing access to digital technology, developing digital skills, ensuring school connectivity, promoting digital inclusion for women and girls, and facilitating digital access for diverse users and vulnerable groups. In 2025, we successfully connected millions of people to through our products and services. We strive to reduce the digital divide by providing affordable internet access and a wide range of entertainment products and services. As part of the new ESG strategy approach, we incorporated the “Customer Satisfaction” element into the Digital Inclusion pillar, as our positive impact on the community begins with our customers. Additionally, in 2025, we began a network-upgrade project, building a fiber network that will allow us to offer improved service. We are committed to empowering people in two key ways. Internally, by retaining and attracting the best talent. Our people are at the heart of our success and innovation, we aim to be a company everyone wants to be part of. We focus on providing workplace safety, attractive benefits, ongoing training, programs to encourage internal promotion, and fostering an environment where every person feels they belong. Externally, through Televisa Foundation, we promote innovative programs in education, culture, entrepreneurship, and environmental protection, using advanced digital tools and providing financial support. We incorporated the element of Human Rights into the Empowering People pillar, for which we began by carrying out an internal human-rights risk assessment to prevent incidents that could negatively impact our people. 40 Table of Contents Governance Grupo Televisa is committed to conducting its operations in full compliance with ethics and current legislation. Our Code of Ethics establishes the values, principles, and standards of conduct that guide our business activities, addressing issues such as bribery and corruption prevention. All new hires accept this code when they join Grupo Televisa and pledge to abide by its terms, and we provide them with regular training. Some executive positions are required to renew their commitment to our Code of Ethics each year. Grupo Televisa offers confidential communication channels for employees and third parties to report violations of the Code of Ethics or other internal policies, as well as any matters that may affect our interests, business objectives, or human capital. We launched the Supplier Code of Conduct and through it we extend our commitment to respecting Human Rights, Labor Rights, Environmental Responsibility, and others, across our supply chain. For several years, we have conducted supplier assessments, and in 2025 we incorporated a questionnaire including environmental and social criteria. The Sustainability Committee, which is comprised of senior executives from various corporate areas, reviews and monitors ESG performance, recommends best practices, and designs short- and long-term ESG strategies, considering the potential impacts of ESG-related risks. Furthermore, we have a continuous process of strategic risk management at the corporate level, which allows us to identify, assess, treat, monitor, and report sociopolitical, environmental, social, economic, and health risks and opportunities. Under the supervision of the Audit Committee, the Corporate Risk Management Office reports quarterly on the results of these processes. Commitment to Social Responsibility In 2025, Fundación Televisa (or “Fundación”) continued to expand the reach and effectiveness of its programs across education, health, culture, visual arts, entrepreneurship, and environmental protection. Through a combination of strategic partnerships, digital platforms and on-the-ground multidisciplinary teams, we transformed the lives of 846,577 children, youths and adults in Mexico, investing (together with our 300+ strategic alliances) more than Ps.327 million. We continue to innovate in programs in education, culture, entrepreneurship and environmental protection to provide an empowering platform for hundreds of thousands of people to improve their lives, transform their communities, and build better and more sustainable communities. Our approach combines effective leveraging of the Company’s communication channels with state-of-the-art digital tools, financial support and on-the-ground multidisciplinary teams. Our sustainability programs and initiatives are intended to help further 13 of 17 of the United Nations Sustainable Development Goals. In 2025, our communication efforts promoting early childhood initiatives, education programs, entrepreneurship, health, and cultural opportunities, achieved a total digital and TV media audience of over 35.7 million. These campaigns also amplified our partners’ social and sustainability initiatives. Through social media, we actively engaged with over 2.1 million people in our educational and cultural programs. Additionally, more than 4.1 million people participated in our community outreach programs, supported by active engagement on our digital platforms. Fundación’s programs address diverse needs across all life stages. Empieza Temprano focuses on early childhood development by providing parents and families with practical guidance. Cuantrix teaches computational thinking and coding. Tecnolochicas empowers young women through STEM disciplines. Bécalos works to increase high school and college completion while improving employability. POSiBLE drives high-impact, innovation-driven entrepreneurship. Gol por México converts the passion for sports into tangible aid for underserved communities. Through our Visual Arts division, we preserve and promote Mexico’s cultural heritage via film restoration, photography exhibitions and editorial publications across national and international venues. Fundación’s initiatives span all age groups and communities, engaging the public through local actions, digital platforms, and media channels. Through Nuestras Alas, our partnership with Club América, Mexico’s leading professional soccer club, we focused on two priority areas: visual health and cancer prevention. We delivered eyewear and optical care to 2,194 children through the Vista de Águila initiative and provided free mammography screenings to 1,500 women from vulnerable communities. 41 Table of Contents Our numbers and recognitions include the following: Cuantrix coding platform We trained 3,114 teachers in computational thinking and AI integration through our Cuantrix program, reaching 106,567 students across 746 schools in 10 states. By strengthening our teacher support model and proprietary learning materials, educators successfully incorporated coding and programming projects into public-school classrooms, generating measurable evidence of student learning outcomes. Tecnolochicas STEM initiative We doubled participation in our Tecnolochicas STEM (Science, Technology, Engineering, and Mathematics) program, reaching over 77,000 students—including 30,157 middle-school girls in Mexico and the United States. The program trained over 4,500 teachers across more than 600 schools, delivering 31,000 lessons and digitally upskilling over 6,500 individuals. Our digital community grew to over 540,000 members, with 468,000 visits to the platform. Bécalos scholarships We awarded 39,830 Bécalos scholarships, bringing the total to 640,019 throughout the program’s history. Bécalos programs focus on employability initiatives, STEM education, English learning, international mobility programs, and excellence scholarships. Additional scholarships were allocated to talented youth programs, and 1,612 were granted to women pursuing STEM training. POSiBLE entrepreneurship program Through our POSiBLE program, 11,535 entrepreneurs received support to develop their business models. In its latest edition, POSiBLE engaged 22,078 participants across its National Call for Proposals, online training, and in-person training camps. Empieza Temprano early childhood initiatives We led two major communication campaigns—Play This Summer and Early Childhood Week—to promote early childhood stimulation. Through our Empieza Temprano program, we provided guidance to 335,333 parents via practical tips, TV spots, social media, SMS messages, and workshops. Gol Por México Through our Gol por México program, we converted soccer goals from the Mexican Soccer League into aid for 40,566 beneficiaries across health, nutrition, development, housing, reforestation, and women’s empowerment. In partnership with five specialized organizations, we provided medical care to 3,415 individuals, including vision screenings and lenses for 2,500 students, 30 corneal transplants, chemotherapy for 128 children, 587 cardiac studies for children nationwide, and 170 cleft palate surgeries. Visual Arts division Our film preservation, exhibition, and screening program reached over 134,300 attendees across Mexico, the United States, and Spain through eight initiatives. We partnered with four major film festivals to present curated screenings and exhibitions: five restored Mexican cinema classics at FINI (278 attendees), the photographic exhibition La muerte madrina at Taxco honoring Macario (7,500 visitors), Katharsis: Imágenes de la lucha libre en México at the 40th Guadalajara International Film Festival (43,158 visitors), and the open-air exhibition Una diosa para una diosa at the 23rd Morelia International Film Festival (80,000 visitors). Internationally, the MoMA in New York hosted a film cycle dedicated to La Doña (1,642 attendees), and in Madrid, we presented La crónica citadina de Juan Guzmán at Centro Cultural Galileo (1,000 attendees). A landmark achievement was the restoration of Pedro Páramo (Carlos Velo, 1966) in collaboration with The Film Foundation, TelevisaUnivision, L’Immagine Ritrovata, Filmoteca UNAM, and funded by The Material World Foundation—premiering at FICM to over 469 viewers. 42 Table of Contents We also published Stillman. Fotografía y cine en México with editorial RM (1,500 copies), a 359-page hardcover volume featuring texts by cinematographer Rodrigo Prieto and production designer Eugenio Caballero that explores the work of still photographers on Mexican film sets through rarely seen images from our Collection and Archive. Recognitions ● Bécalos: The program was recognized with the Best NGOs in Mexico Award and renewed its CEMEFI Institutional Strength and Transparency Accreditation for 2025, achieving the highest level of compliance. ● Cuantrix: The AIEDU Mexico Global Meeting 2025 brought together leaders and specialists from India, Spain, Chile, Uruguay, the United States and Mexico to explore the role of artificial intelligence in education. The event fostered the exchange of innovative practices and strengthened global cooperation around the ethical and creative integration of AI in classrooms. ● Empieza Temprano: For the first time, the program participated in FICMA (Festival Internacional de Cine con Medios Alternativos), Mexico’s film festival dedicated to digital narratives and emerging technologies, generating approximately 64,773 social media impressions over the 10-day event. ● Tecnolochicas: The program was shortlisted for the Nature Awards for Inspiring Women in Science, a global recognition presented by Nature in partnership with The Estée Lauder Companies that celebrates initiatives advancing gender equality in STEM and encouraging girls and young women to pursue science careers worldwide. By leveraging media, talent, partnerships, and resources, Fundación Televisa contributes to a more empowered and prosperous society. Our Operations As of December 31, 2025, we classify our operations into one single business segment Telecom. Through September 30, 2025, we classified our operations into two business segments Cable and Sky. In the fourth quarter of 2025, we identified changes in operations that led to adjustments in our segment information, now identifying a single reportable segment, Telecom, with three categories of revenues: Residential, Satellite and Enterprise. Beginning in the fourth quarter of 2025, we present the operating results of our Cable and Sky businesses as a single reportable segment. This change in segment reporting is a result of (a) organizational changes that integrated the operations of our Cable and Sky businesses into one single business and (b) our chief operating decision maker now analyzing the results of our operations, making decisions and assigning resources to our operations as a single business. The changes identified included (i) the designation of a unified chief executive officer and a chief financial officer for our Cable and Sky businesses; and (ii) a restructuring and integration process of our Cable and Sky businesses as a single business; that was substantially concluded in the fourth quarter of 2025, which resulted in a consolidated operating cost structure between these two businesses, following the implementation of cost efficiencies and synergies across several areas including commercial, sales commissions, programming, information technology, technology, finance and marketing, among others. Through September 30, 2025, the operating results of our Cable and Sky businesses were presented as separate reportable segments. As a result of this change in our segment reporting, the operations previously reported under our former Cable and Sky segments are now classified into a single reportable segment for any comparative periods presented. See Notes 2 (a) and 26 to our consolidated year-end financial statements. In addition, following the completion of the Spin-off during the first quarter of 2024, certain businesses that were part of our former Other Businesses segment, including our fútbol operations, the Azteca Stadium, the gaming operations, and the publishing and distribution of magazines, as well as certain related assets and real estate (the “Spun-off Businesses”) were spun off to a new controlling entity listed on the Mexican Stock Exchange, Ollamani, S.A.B. de C.V. (“Ollamani”), that holds the Spun-off Businesses and which at the time of the Spin-off had the same shareholding structure as the Company. As a result, we no longer own the Spun-off Businesses of our former Other Businesses segment, and, beginning with the first quarter of 2024, we began classifying the Spun-off Businesses as a discontinued operation and since then the Other Businesses segment is no longer a business segment. 43 Table of Contents Telecom Residential The Cable Television Industry in Mexico. Cable television offers multiple channels of entertainment, news and informational programs to subscribers who pay a monthly fee. These fees are based on the package of channels the subscribers receive. According to CRT, there were approximately 281 pay-TV concessions in Mexico and 2,337 integrated sole concessions for commercial use, as of the date of their report, serving approximately 15.1 million subscribers (including cable and DTH). Digital Cable Television Services. Our cable companies offer on-screen interactive programming guide with direct access to Vix Premium Netflix, Disney+, HBO Max, amongst others through the izzi TV platform, video on demand, high definition channels as well as other services throughout Mexico. Along with their digital pay-TV service, our cable companies offer high speed internet and a competitive digital telephone service. Through their networks, they are able to distribute high quality video content, new services, interactivity with video on demand, 1080i high definition, impulse and order pay-per-view, a-la-carte programming, among other products and services, with added value features and premium solutions for consumers, and telephony and internet. Likewise, our cable companies offer mobile applications such as izzi go, which is a TV Everywhere application for authenticated subscribers through compatible PCs, iOS and Android platforms, that enables subscribers to access channels, movies and series on demand. izzi go also features remote control functionalities compatible with our izzi TV set-top-boxes, and allows subscribers to watch additional content through the application. In November 2020 and August 2021, izzi partnered with Disney+ and Star+ respectively, in order to distribute the service both a la-carte and as a bundle in select triple play packages and with payment integration services for izzi customers. In September 2023 we began offering Vix Premium free of additional charges as a hard bundle to both new and existing users with 50 mbps speed and above. In 2024, we added HBO Max as a hard bundle to our 100mbps offer. In 2025, we improved the offer by adding AppleTV+, Disney+ with advertising and F1. Since the first week of January 2026, we have been offering a streaming package for the FIFA World Cup 2026 alongside Vix. Revenues. Our cable companies generate revenues from their pay-TV, broadband, internet and telephony services, from additional services such as video on demand, and from sales of advertising to local and national advertisers. Subscriber revenues come from monthly service and rental fees. Residential Initiatives. Our cable companies plan to continue offering the following services to their subscribers: ● Enhanced programming services, including video on demand, subscription video on demand, high definition and bundled packages; ● Broadband internet services, including fixed/mobile solutions; ● IP telephony services; and ● Mobile services. Cablevisión. We own a 51.5% controlling stake in Cablevisión, one of the most important cable television operators in Mexico, which operates in Mexico City and its metropolitan area, where it offers cable television, high speed internet access and IP telephony services. TVI. In March 2016, we acquired the remaining 50% of the equity interest of TVI and its subsidiaries and as a result, TVI is a wholly owned subsidiary of the Company. The transaction amounted to Ps.6,750 million. TVI offers cable television, internet access, telephony services as well as mobile telephony as a mobile virtual network operator (MVNO) in 30 Mexican States. Cablemás. Cablemás is a wholly-owned subsidiary of the Company, which offers cable television, broadband internet and telephony services and operates in 20 States of Mexico. Cablecom. Cablecom is a wholly-owned subsidiary of the Company, which offers bidirectional data transmission, internet and telephony services and operates in 18 States of Mexico. 44 Table of Contents FTTH. On December 17, 2018, we acquired from Axtel its residential fiber-to-the-home business and related assets in Mexico City, Zapopan, Monterrey, Aguascalientes, San Luis Potosi and Ciudad Juarez, through our FTTH subsidiary. The acquired assets comprised 553,226 RGUs, consisting of 97,622 video, 227,802 broadband and 227,802 voice RGUs. The total value of the transaction amounted to Ps.4,713 million. These subscribers were integrated into each operator where coverage was available to take advantage of the fiber optic network. Satellite Background. We operate “Sky”, our DTH satellite venture in Mexico, Central America and the Dominican Republic through Innova. We indirectly own 100.0% of this venture. For a description of capital contributions and loans we have made to Innova, see “Operating and Financial Review and Prospects—Results of Operations—Liquidity, Foreign Exchange and Capital Resources—Capital Expenditures, Acquisitions and Investments, Distributions and Other Sources of Liquidity”. Innova’s Social Part Holders Agreement provides that we may not directly or indirectly operate or acquire an interest in any business that operates a DTH satellite system in Mexico, Central America and the Dominican Republic (subject to limited exceptions). As of December 31, 2023, 2024 and 2025, Innova’s DTH satellite pay-TV service had 5,567,426, 4,696,038 and 3,516,196 gross active video subscribers, respectively. Innova primarily attributes its success to its superior programming content, its exclusive transmission of the largest coverage sporting events such as soccer tournaments and special events, its high-quality customer service and its nationwide distribution network with approximately 16 points of sale. In addition to the above, Innova also attributes its success to VeTV, our low-end package in Mexico. Sky continues to offer the highest quality and exclusive content in the Mexican pay-TV industry. Its programming packages combine our over-the-air channels with other exclusive content. During 2025, Sky offered exclusive content, which included La Liga, Supercopa, Liga Hypermotion and La Copa del Rey (Spanish soccer), the Bundesliga (German soccer), the NFL Sunday Ticket, MLB Extra Innings, the NHL, ice skating events, Davis Cup, Diamond League, UEFA EURO and UEFA Nations League. In addition to new programming contracts, Sky continues to operate under arrangements with a number of third-party programming providers to provide additional channels to its subscribers. Sky also has arrangements with the major programming studios and sports federations. In 2025, the Sky HD Package comprised 261 channels, as well as eight additional channels for pay-per-view. We expect to continue broadening our HD offering in the coming years. As of December 31, 2025, the standard definition programming packages monthly fees for residential subscribers, net of a prompt payment discount if the subscriber pays within 12 days of the billing date, are the following: monthly fees for high definition programming packages are: Silver Ps.4499, and Platinum was offered until November 2024 at Ps.609. Sky devotes eight pay-per-view channels to family entertainment and movies and four channels are devoted to adult entertainment. In addition, Sky assigns 15 extra channels exclusively for special events, known as Sky Events, which include concerts and sports. Sky provides some Sky Events at no additional cost while it sells others on a pay-per-view basis. The installation fee is based on the number of set up boxes and the method of payment chosen by the subscriber. The monthly cost consists of a programming fee plus a rental fee for each additional box. In 2018, Sky launched Fixed Wireless Broadband services under the brand name Blue Telecomm. Sky offers five, 10 or 20 mega single-play broadband services and five or 10 for video-broadband bundles. These services are limited to certain areas in Mexico. At the end of fiscal year 2025, Sky had 225,376 broadband customers. In 2022, Sky launched mobile services under the brand Blue Telecomm Cel which offered packages of 4 GB, 7 GB, 16 GB, and 23 GB single-play mobile for Ps.289, Ps.399, Ps.599 and Ps.799, respectively. This mobile service has no longer been offered to the public since May 2024. At the end of fiscal year 2025, Sky had 9,631 mobile customers. In 2023, Sky launched Sky+, an Android-based streaming platform, that integrates Sky video service, video on demand, and OTTs content in a unified viewing experience which offers packages basic and premium, at a price of Ps. 399 and Ps. 599, respectively. The Sky+ service has no longer been offered to the public since May 2024. At the year ended on fiscal year 2025, Sky had 56,180 Sky+ subscribers. Programming. Sky receives programming content from several providers, including TVSA, which also grants DTH satellite service broadcast rights to most of its existing and future program services (including pay-per-view services on DTH), subject to some pre-existing third-party agreements and other exceptions and conditions. 45 Table of Contents Enterprise Bestel. The Company offers Enterprise services under the brand Bestel, which is managed by (i) Operbes (the Company indirectly holds 66.4% of the equity of Operbes: 35.6% through Cablevisión and 30.8% through CVQ); and (ii) México Red de Telecomunicaciones, dba Metrored (the Company indirectly holds 100% of the equity of Metrored). Bestel provides voice services, broadband internet, cloud services, and managed and integrated services are provided, which are marketed to domestic and international carriers, as well as to the enterprise, corporate, and government segments in Mexico. Through Bestel (USA), Inc., Bestel provides cross-border services to U.S. carriers including internet protocol, or IP, transit, collocation, international private lines, and voice services, as well as access to the Internet backbone via companies or carriers classified as “TIER 1” which are networks that can reach every other network on the internet without purchasing internet protocol address or paying settlements and “TIER 2” which are networks that peer with some networks, but purchase internet protocol address transit or pay settlements to reach at least some portion of the internet. Bestel owns a fiber-optic network of approximately 19,000 kilometers, which is in the process of being expanded. In addition to its own network, Bestel operates 30,000 additional kilometers of fiber-optic networks covering several cities and economic regions in Mexico and has direct crossing of its network into Laredo, McAllen, El Paso and Dallas in Texas, Nogales in Arizona and San Diego and Los Angeles in California in the United States. This enables the Company to provide high connectivity capacity between the United States and Mexico. Discontinued Operations Spun-off Businesses on January 31, 2024 (see “Item 5. Operating and Financial Review and Prospects—Spin-off of Certain Businesses of Our Other Businesses Segment”) Other Businesses Publishing With a total circulation of more than 3.3 million copies in 2024, Editorial Televisa, S.A. de C.V., or Editorial Televisa, the Company’s former publishing business, published 11 titles that are distributed in Mexico. See “—Publishing Distribution”. Editorial Televisa’s main publications in Mexico included TVyNovelas, a weekly entertainment and dramas magazine; Vanidades, a popular monthly magazine for women; and Caras, a monthly leading lifestyle and socialite magazine. Editorial Televisa also managed 11 digital platforms that generated 125 million unique users and 269 million video views on such platforms during 2024. Publishing Distribution We estimate that in 2024, Distribuidora Intermex, S.A. de C.V., or Intermex, our former distribution business, distributed more than 52%, in terms of volume, of the magazines, comics, books, and collectibles circulated in Mexico. Mexico is considered one of the most important collectibles markets in the world, and in Mexico. In 2024, Intermex had more than 90% of the market share in the distribution of commercial collectibles. We also estimate that such distribution network reached more than 6,100 points of sale in Mexico. In 2022, 2023 and 2024 48%, 21% and 12%, respectively, of the publications distributed by Intermex were published by Editorial Televisa. In addition, Intermex’s distribution network sells a number of publications published by joint ventures and independent publishers, as well as collectibles, books, novelties and other consumer products. Soccer We owned Club de Fútbol América S.A. de C.V., or Club América, which currently plays in the Mexican First Division and is one of the most popular and successful soccer teams in Mexico and Club América Femenil, a professional soccer team that participates in the first division of the Mexican women’s soccer league currently known as Liga MX Femenil. We also owned Azteca Stadium, which has hosted two FIFA World Cup openings and finals (1970 and 1986), and FIFA has recently confirmed that Azteca Stadium will host soccer matches during the 2026 World Cup, which will be held in Canada, Mexico, and the United States. This will make it the only stadium in the world to have hosted matches in three different FIFA World Cups. National Football League The Company entered into a contract with the National Football League, or the NFL, to host one regular season game each year beginning in 2016. In November 2022, a regular season Monday Night Football game was played at the stadium with more than 78,000 fans in attendance. No NFL game took place in Mexico during 2023 and 2024. 46 Table of Contents Gaming In 2006, we launched our former gaming business under the brand “PlayCity”, consisting of casinos and an online gaming site. As of December 31, 2024, PlayCity had 17 casinos in operation in 12 States in Mexico. PlayCity also has a successful multi-level loyalty plan with more than 224,000 active accounts as of December 31, 2024. All of PlayCity’s casino rooms are located in premium locations inside or next to high-value shopping malls. Investments Grupo de Telecomunicaciones de Alta Capacidad, S.A.P.I. de C.V. In March 2010, Telefónica, Editora Factum, S.A. de C.V., a wholly owned subsidiary of the Company, which was merged into CVQ in May 2015, and Megacable agreed to jointly participate, through a consortium known as GTAC, in the public bid for a pair of dark fiber wires held by the CFE (Comisión Federal de Electricidad). In June 2010, the SCT granted GTAC a favorable award in the bidding process for a 20-year contract for the lease of up to 19,457 kilometers of dark fiber-optic capacity, along with a corresponding concession, granted in July 2010, to operate a public telecommunications network using DWDM technology. In June 2010, one of our subsidiaries entered into a long-term credit facility agreement to provide financing to GTAC in an amount up to Ps.688.2 million, which was already liquidated. Under the terms of this agreement, principal and interest were payable at dates agreed by the parties, between 2013 and 2021. In addition, a subsidiary of the Company entered into supplementary long-term loans to provide additional financing to GTAC for an aggregate principal amount of Ps.1,614.0 million. By the end of 2025, GTAC had in operation 215 links and 174 nationwide nodes, and the services for customers grew to 4,326, of which 88% and 10%, respectively, have a capacity of 10 Gbps and 100 Gbps. The overall capacity per link is approximately 3.2 Tbps (80 optical channels x 10, 40 and 100 Gbps each channel). In addition, GTAC maintains nine of its own routes (3,408 kilometers), three third-party dark fiber IRU (3,042 kilometers) and local loops (542 kilometers). This fiber-optic network represents for us an alternative to access data transportation services, increasing competition in the Mexican telecommunications market and therefore improving the quality of the services offered. The fiber-optic network aims to increase broadband internet access for businesses as well as households in Mexico. TelevisaUnivision We have a number of arrangements with TelevisaUnivision, the leading Spanish-language content and media company in the world, which features the largest Spanish-language library of owned content and industry-leading production capabilities that power its streaming, digital and linear television offerings, as well as its radio platforms. TelevisaUnivision’s linear operations include two broadcast television networks in the United States, Univision Network and UniMás, and the broadcast television networks in Mexico known as “Las Estrellas”, “Foro TV”, “Canal 5” and “Canal 9”. In addition, TelevisaUnivision operates 9 cable networks in the United States, including Galavisión, the second most watched Spanish-language entertainment cable networks, and TUDN, the #1 Spanish-language sports network and 29 cable networks in Mexico, including “Distrito Comedia” and “TL Novelas”. TelevisaUnivision also owns or operates 59 local television stations in the United States and 30 local television stations in Mexico. In addition, TelevisaUnivision provides programming to 72 broadcast network station affiliates in the United States. Univision, “UniMás” and “Galavisión” that are also available on YouTube TV. TelevisaUnivision’s digital properties consist of streaming and various other websites. The digital offerings are anchored by ViX, a two-tier streaming service in one single app comprised of the free AVOD product and a paid premium SVOD option, which hosts over 69,000 hours of high-quality, original Spanish-language programming from distinguished producers and top talent. TelevisaUnivision’s offerings also include UnivisionNow.com, a direct-to-consumer, on-demand and live streaming subscription service, and Univision.com as well as various other local digital properties. TelevisaUnivision’s radio operations, known as the “Uforia Audio Network”, encompasses 35 owned or operated U.S. radio stations, an experiential and digital-centric event series and a robust digital audio footprint. As of March 31, 2026, we owned a 44.3% equity interest on an as-converted basis (excluding unvested and/or unsettled stock, restricted stock units and options) in TelevisaUnivision, and we are party to related governance arrangements pursuant to which, among other things, we are entitled to designate five of the 11 members of the Board of Directors of TelevisaUnivision, at least proportionate membership on board committees and consent rights over certain matters. In addition, Messrs. Bernardo Gómez Martínez and Alfonso de Angoitia Noriega became part of the management team of the Mexican content business of TelevisaUnivision. These individuals also continue to serve in their current roles at the Company. As a result, they do not devote all of their time to either TelevisaUnivision or the Company. We have investments in several other businesses. See Note 10 to our consolidated year-end financial statements. 47 Table of Contents PLA and MLA Prior to the TelevisaUnivision Transaction, the Company had entered into a Program Licensing Agreement (the “PLA”) and a Mexico License Agreement (the “MLA”) with Univision. Under the PLA, we granted Univision exclusive Spanish-language broadcast and digital rights to our audiovisual programming (subject to certain exceptions) in the United States and all territories and possessions of the United States, including Puerto Rico, in exchange for a royalty payment. Under the MLA, we had the exclusive Spanish-language broadcast and digital rights to Univision’s audiovisual programming (subject to certain exceptions) in Mexico during the term of the PLA. As part of the TelevisaUnivision Transaction, the PLA and the MLA were assigned to an affiliate of UHI, and since February 2022, we no longer receive any royalties from TelevisaUnivision under the PLA. TelevisaUnivision Transaction On January 31, 2022, we consummated the TelevisaUnivision Transaction with UHI and affiliates of Searchlight, ForgeLight and Liberty Global, pursuant to which, among other things, we contributed our former Content business (other than certain assets relating to our former news business, which was transferred at closing to the News Company, real estate and Mexican over-the-air broadcast concessions) to Univision. In consideration for the contribution of our former Content business, we received approximately U.S.$4.5 billion in a combination of cash (U.S.$3.0 billion) and U.S.$1.5 billion of common and preferred shares of TelevisaUnivision, excluding post-closing adjustments. The combined company is referred to as TelevisaUnivision, Inc. The TelevisaUnivision Transaction was partially financed by UHI through a new Series C preferred equity investment in TelevisaUnivision of U.S.$1.0 billion in the aggregate led by ForgeLight, along with the SoftBank Latin American Fund, with participation from Google and The Raine Group, as well as debt financing. In addition, TelevisaUnivision’s news content production for Mexico was transferred so that it is provided by the News Company. After the closing of the TelevisaUnivision Transaction, news programs are owned by the News Company and licensed to TelevisaUnivision. The foregoing summary of the TelevisaUnivision Transaction does not purport to be complete and is qualified in its entirety by reference to the full text of the 2021 Transaction Agreement, a copy of which has been filed as Exhibit 4.6 to this Form 20-F. FCC Matters On January 3, 2017, the FCC (i) approved an increase in the authorized aggregate foreign ownership of Univision’s issued and outstanding shares of common stock from 25% to 49%; and (ii) authorized the Company to hold up to 40% of the voting interests and 49% of the equity interests of Univision. Such authorization enabled the Company to increase its equity stake in Univision, which it did through the exercise of warrants in December 2020, and subsequently in the completion of the TelevisaUnivision Transaction, as described earlier in this section under “—TelevisaUnivision”. In addition, on December 23, 2020, the FCC approved the then-pending acquisition of a majority equity interest in UHI by affiliates of Searchlight and ForgeLight, subject to certain requirements, and authorized the foreign ownership of up to 100% of UHI’s equity and voting interests, including up to a 49.9% non-controlling voting and/or equity interest to be held by the Company. On January 21, 2022, the FCC approved the TelevisaUnivision Transaction, subject to compliance with certain requirements set forth in its ruling, including requirements relating to foreign ownership. For additional information regarding our relationship with TelevisaUnivision, see Notes 9, 10, 14, 15 and 20 to our consolidated year-end financial statements. Competition We compete with various companies in Mexico, both Mexican and non-Mexican. See “Key Information—Risk Factors—Risk Factors Related to Our Business—We Face Intense Competition in Each of Our Markets”. Residential The Company faces intense competition from several media, internet, OTT, cable, pay-TV and telecommunications companies throughout Mexico. 48 Table of Contents The telecommunications industry in Mexico has become highly competitive. New technologies and technical innovations have been implemented in the telecommunications sector, resulting in a significant increase in competition. We believe that there is a strong correlation between the increase in competition and the adoption of new technologies. Our cable operators face intense competition in the Internet services market and in the fixed telephony services market from several service providers such as Totalplay and other cable companies, but also importantly from the preponderant economic agent in the telecommunications sector, which holds a significant market share, as well as other competitors in mobile solutions. Our cable operators also face tough competition from other cable companies and from other pay-TV operators such as Dish México, Total Play, Megacable, Sky and other cable operator companies. Recently, competition in this market has increased due to the growth of IPTV or OTT providers such as Netflix, Disney+, Star +, Claro Video, Prime Video (Amazon), HBO Max, Vix, Paramount, Lionsgate, Universal +, and Apple TV+, among others. Our cable operators compete as well with other media with respect to advertising sales, including DTH, social media, outdoor advertising and publishing, among others. The information technologies are changing and we expect will continue to change the consumption of advertising in the communications media. Satellite Innova currently competes with, or expects to compete with, among others, cable television operators, MMDS systems, national broadcast networks (including our three free-to-air networks and Channel 4), regional and local broadcast stations, OTT content providers, internet video websites and other DTH concessions such as Dish México, which as of June 2025 had approximately 765,000 subscribers, according to the former IFT. Currently, Dish México offers not only low-priced packages, but also high-end products such as high definition programming packages. Innova also faces competition from: (a) unauthorized C-band and Ku-band television signals provided by third parties without authorization of the Mexican government; and (b) illegal streaming services that facilitate access to television channels and content through set up boxes and applications. Other competitors include radio, movie theaters, video rental stores, IPTV, video games and other entertainment sources. We also face significant competition from new entrants in pay-TV services as well as from the new public television networks. The consolidation in the entertainment and broadcast industries could further intensify competitive pressures. As the pay-TV market in Mexico matures, and as the offering of bundled services that include pay-TV, broadband and telephony increases, Innova expects to face competition from an increasing number of sources. Emerging technologies that provide new services to pay-TV customers as well as new competitors in the DTH field or cable, telecommunication and internet players entering into video services would require us to make significant capital expenditures in new technologies and additional transponder capacity. In October 2008, Dish México, a subsidiary of a U.S. based DTH company operating with certain arrangements with Telmex, started operations in Mexico through a DTH concession. Dish México currently operates nationwide. Enterprise Bestel engages in a competitive market environment, primarily across two areas: (i) large telecommunications companies and (ii) internet service providers (“ISPs”). The first area compromises notable entities such as Telmex, Total Play, Alestra, Flo Networks and Hola – Metrocarrier. As a strategic approach to address such companies, Bestel consistently invests in advancing new technologies, developing strategic solutions, collaborating, and integrating to design architecture that aligns with the specific requirements of its clients. Furthermore, an incumbent operator (Telmex) in the telecommunications sector maintains a significant market share despite government initiatives to improve market conditions. In the context of the ISPs’ area, several operators provide connectivity services within local markets. Although these represent direct competition, their impact is somewhat limited due to their limited-services portfolios. Nevertheless, they remain relevant competitors in the local market. 49 Table of Contents Regulation Our business, activities and investments are subject to various Mexican federal, state and local statutes, rules, regulations, policies and procedures, which are constantly subject to change and are affected by the actions of various Mexican federal, state and local governmental authorities. Given that we retained the broadcast concessions as part of the TelevisaUnivision Transaction, we continue to be responsible for compliance with regulations applicable to them, as described below. See “Key Information—Risk Factors—Risk Factors Related to Mexico—Imposition of Fines by Regulators and Other Authorities Could Adversely Affect Our Financial Condition and Results of Operations”, “Key Information—Risk Factors—Risk Factors Related to Mexico—Existing Mexican Laws and Regulations or Changes Thereto or the Imposition of New Ones May Negatively Affect Our Operations and Revenue” and “Key Information—Risk Factors—Risk Factors Related to Mexico—The Amendment of Various Provisions of the Mexican Constitution Related to Telecommunications, and the LMTR, May Significantly and Adversely Affect the Business, Results of Operations and Financial Results of Our Business Segment”. The material Mexican federal, state and local statutes, rules, regulations, policies and procedures to which our business, activities and investments are subject are summarized below. These summaries do not purport to be complete and should be read together with the full texts of the relevant statutes, rules, regulations, policies and procedures described therein. Residential Concessions. Cable television operators apply for a concession from CRT in order to operate their networks and provide cable television services and other multimedia communications services. Applications are submitted to CRT and, after a formal review process, a concession is granted for an initial term of up to 30 years. Cablevisión obtained a telecommunications concession, which expires in 2029; in 2019 such concession became an integrated sole concession. Pursuant to its public telecommunications concession, Cablevisión can provide any telecommunication services in Mexico, including cable television, limited audio transmission services, bidirectional internet access and unlimited data transmission services in Mexico City and surrounding areas in the State of Mexico (Estado de México). The scope of Cablevisión’s integrated sole concession is much broader than the scope of its former public telecommunications concession, which covered certain telecommunications services in Mexico City and its metropolitan area. Cablemás operates under one integrated sole concession, which covers 20 Mexican States. Pursuant to this concession, Cablemás provides cable television services, internet access and bidirectional data transmission services. In addition, Cablemás provides local and international long distance telephony services. The concession granted by the former IFT allows Cablemás to install and operate a public telecommunications network. The Cablemás concession will expire in 2046. The Cablemás concession allows it to provide any telecommunication services throughout Mexico. In 2021, as part of a strategy to make the operation more efficient, Cablemás waived its previous concessions for residential services, which were granted pursuant to an integrated sole concession that allowed Cablemás to provide any telecommunication services in Mexico, with an expiration date of 30 years from July 7, 2016. TVI operates under one integrated sole concession, which covers several Mexican States. Through this concession, TVI provides cable television services, bidirectional data transmission and internet and telephony services as well as mobile telephony as a mobile virtual network operator (MVNO) in 30 Mexican States. The integrated sole concession granted by the former IFT allows TVI to install and operate a public telecommunications network to provide any telecommunication and broadcasting services all around Mexico. TVI’s concession will expire in 2056. Cablecom operates under one integrated sole concession, which covers 18 Mexican States. Through this concession, Cablecom provides bidirectional data transmission and internet and telephony services. The concession granted by the former IFT allows Cablecom to install and operate a public telecommunications network. The expiration date for Cablecom’s concession is 2045. Cablecom’s concession title allows it to provide telecommunication services throughout Mexico. In 2021, FTTH sold its operations to its affiliated concessionary companies which previously operated in Mexico. As a result, FTTH waived its rights, in the same year, to its integrated sole concession, in order to avoid any risk of fine and/or revocation by the former IFT. According to the LMTR, a public telecommunications concession may be renewed upon its expiration, or revoked or terminated prior to its expiration for a variety of circumstances, including: ● unauthorized interruption or termination of service; ● interference by the concessionaire with services provided by other operators; 50 Table of Contents ● non-compliance with the terms and conditions of the public telecommunications concession (which has expressly established that failure to comply will result in the revocation of the concession); ● the concessionaire’s refusal to interconnect with other operators; ● loss of the concessionaire’s Mexican nationality; ● unauthorized assignment, transfer or encumbrance, in whole or in part, of the concession or any rights or assets; ● the liquidation or bankruptcy of the concessionaire; and ● ownership or control of the capital stock of the concessionaire by a foreign government. In addition, CRT may establish under any public telecommunications concession further events which could result in revocation of the concession. Under current Mexican laws and regulations, upon the expiration or termination of a public telecommunications concession, the Mexican government has the right to purchase those assets of the concessionaire that are directly related to the concession, at market value. Cable television operators are subject to the LMTR. Under current Mexican law, cable television operators are classified as public telecommunications networks, and must conduct their business in accordance with Mexican laws and regulations applicable to public telecommunications networks. Under the applicable Mexican law, the Mexican government, through the ATDT, may also temporarily seize or even expropriate all of a public telecommunications concessionaire’s assets in the event of a natural disaster, war, significant public disturbance or threats to internal peace and for other reasons related to preserving public order or for economic reasons. The Mexican government is obligated by Mexican law to compensate the concessionaire, both for the value of the assets seized and related profits. On December 20, 2024, a decree was published in the Official Gazette of the Federation titled “Decreto por el que se reforman, adicionan y derogan diversas disposiciones de la Constitución Política de los Estados Unidos Mexicanos, en materia de simplificación orgánica” (the “Organic Simplification Decree”) in which the provisions of the first, tenth, and eleventh transitory articles are referenced, where it is stated that the IFT will be extinguished within a period of 180 days from the entry of the competition and telecommunications and broadcasting secondary laws, that will be issued by the Mexican Congress, for which reason, the acts issued by the IFT prior to the entry of this Organic Simplification Decree, will continue to have all their legal effects in terms of what is indicated in the eleventh transitory article. As a consequence of the constitutional reform referred to in the preceding paragraph, on July 16, 2025, the “Decreto por el que se expide la Ley en Materia de Telecomunicaciones y Radiodifusión y se abroga la Ley Federal de Telecomunicaciones y Radiodifusión” was published in the Official Gazette of the Federation. This decree created the CRT as a decentralized administrative body of the ATDT with technical, operational and managerial independence, with the purpose of guaranteeing the efficient development of telecommunications and broadcasting in accordance with the terms established by the Constitution. On that same date, the President of Mexico appointed the Chairwoman of the CRT, thereby establishing the CRT’s Plenary and dissolving the IFT. Supervision of Operations. CRT regularly inspects the operations of cable systems and cable television operators must file periodic reports with CRT, and publish, on their web pages, the average download speed of their internet services. Under Mexican law, programming broadcast on cable networks is not subject to judicial or administrative censorship. However, this programming is subject to various regulations, including prohibitions on foul language, programming which is against good manners and customs or programming which is against the national security or against public order. Mexican law also requires cable television operators to broadcast programming that promotes Mexican culture, although cable television operators are not required to broadcast a specified amount of this type of programming. In addition to broadcasting programming that promotes Mexican culture, Mexican law also requires cable television operators to carry all air broadcast channels in the same geographic coverage area and Señales de Instituciones Públicas Federales, or Public Federal Institutions Channels, provided by the Mexican government according to the applicable regulations. 51 Table of Contents Restrictions on Advertising. Mexican law restricts the type of advertising that may be broadcast on cable television. These restrictions are similar to those applicable to advertising broadcast on over-the-air channels. See “—Regulation—Mexican Television Regulations—Restrictions on Advertising”. Forfeiture of Assets. Under Mexican regulations, at the end of the term of a public telecommunications concession, assets of concessionaires may be purchased by the Mexican government at market value. Non-Mexican Ownership of Public Telecommunications Networks Under current Mexican law, non-Mexicans may currently own up to 49%, subject to reciprocity by the relevant foreign country, of the outstanding voting stock of Mexican companies with a broadcast television or radio concession. However, non-Mexicans may currently own up to all of the outstanding voting stock of Mexican companies with a public telecommunications concession to provide cellular telephone, fixed-line telephone, pay-TV and internet services. Application of the Existing Regulatory Framework to Internet Access and IP Telephony Services Our cable networks may be required, under Mexican law, to permit other concessionaires to connect their network to its network in a manner that enables its customers to choose the network by which the services are carried. To the extent that a cable television operator has any available capacity on its network, as a public telecommunications network, Mexican law requires the operator to offer third party providers access to its network. Our Cable operators currently do not have any capacity available on their networks to offer to third party providers and do not expect that they will have capacity available in the future given the broad range of services they plan to provide over their networks. Satellite Communications Mexican Regulation of DTH Satellite Services. Under LMTR, formerly under LFTR, concessions to broadcast DTH satellite services are for an initial term of up to 30 years and are renewable for up to 30 years. We received a 30-year concession to operate DTH satellite services in Mexico utilizing SatMex satellites in May 1996. In November 2018, such concession transitioned into a unique concession which authorizes Sky to render the following services: DTH Pay TV; Private Satellite Link Services; and Fixed Telephony and Internet Access. In October 2021, we were officially notified by the former IFT, now CRT, of the extension of our concession which has been renewed for 30 years, which now expires in May 2056. In November 2000, we received an additional 20-year concession to operate our DTH satellite service in Mexico using the IS-9 satellite system, a foreign-owned satellite system. Our use of the IS-16, IS-21 and SM-1 satellites has been authorized by the competent Mexican authorities. As of November 2020, due to modifications in the telecommunications legislation, such concession transitioned into a new 10-year authorization and, at the same time, we were granted a unique concession, thereby complementing our concession to continue providing the DTH service. Like a public telecommunications network concession, a unique concession, as well as any other authorization, may be revoked or terminated by CRT prior to the end of its term in certain circumstances, which for a DTH concession include: ● The failure to use the concession within 180 days after it was granted; ● A declaration of bankruptcy of the concessionaire; ● Failure to comply with the obligations or conditions specified in the concession; ● Unlawful assignments of, or encumbrances on, the concession; or ● Failure to pay to the government the required fees. At the termination of a concession, the Mexican government has the preemptive right to acquire the assets of a DTH satellite service concessionaire. In the event of a natural disaster, war, significant public disturbance or for reasons of public need or interest, the Mexican government may temporarily seize and expropriate all assets related to a concession but must compensate the concessionaire for such seizure. The Mexican government may collect fees based on DTH satellite service revenues of a satellite concessionaire. 52 Table of Contents Under the LMTR, DTH satellite service concessionaires may freely set customer fees but must notify CRT of the amount, except that if a concessionaire has substantial market power, CRT may determine fees that may be charged by such concessionaire. The LMTR specifically prohibits cross-subsidies. There is currently no limitation on the level of non-Mexican ownership of voting equity of DTH satellite system concessionaires. Regulation of DTH Satellite Services in Other Countries. Our current and proposed DTH ventures in other countries are and will be governed by laws, regulations and other restrictions of such countries, as well as treaties that such countries have entered into, regulating the delivery of communications signals to, or the uplink of signals from, such countries. In addition, the laws of some other countries establish restrictions on our ownership interest in some of these DTH ventures as well as restrictions on programming that may be broadcast by these DTH ventures. Mexican Antitrust Law The current Federal Antitrust Law (“Antitrust Law”) became effective on July 7, 2014, and was significantly reformed by the decree published in the Official Gazette on July 16, 2025. Pursuant to this reform, the former COFECE and the competition-related functions of the former IFT have been replaced by a new authority, the CNA, which is a decentralized public body under the Ministry of Economy (Secretaría de Economía), with legal personality, its own assets, and technical and operational independence. The CNA is responsible for authorizing mergers and acquisitions before they take place. In addition, the merger notification thresholds have been modified and apply to sales or assets of economic agents in Mexico. As of the date of this report, the Antitrust Law provides that the following reportable transactions, among others, are exempt from being reviewed by the CNA: (i) Corporate restructurings. (ii) Transactions where the acquirer has control over the target from its incorporation or from the date the last reported transaction was approved by the CNA. (iii) Trusts in which the trustor contributes assets without intending to transfer, or causing the actual transfer of assets to another company that is not part of the corporate structure of the trustor. (iv) Transactions that have effect in Mexico involving non-Mexican participants, if the participants will not take control of Mexican legal entities, or acquire assets in Mexico, in addition to those previously controlled or owned by such participants. (v) When the acquirer is a Brokerage House, whose operation involves the acquisition of stock, obligations, securities or assets, in order to place them among the investing public, except when the Brokerage House obtains a significant influence in the decisions of the company. (vi) Acquisitions of equity securities (or convertible securities) through stock markets that represent less than 10% of such securities, and the acquirer is not entitled to: (w) appoint or remove board members, officers or managers of the issuer; (x) directly or indirectly impose decisions at general shareholders’ meetings; (y) hold voting rights with respect to 10% or more of the share capital of the issuer; or (z) directly or indirectly direct or influence the management, operation, strategy or principal policies of the issuer. (vii) In other cases established by the Regulatory Provisions (Disposiciones Regulatorias) issued by the CNA. Pursuant to the 2025 reform, the CNA has absorbed the competition-related functions previously exercised by the IFT in the telecommunications and broadcasting sectors. A new Chapter Four was added to the Antitrust Law, granting the CNA authority to determine the existence of Preponderant Economic Agents in the telecommunications and broadcasting sectors and to impose the necessary measures to prevent harm to competition and free market access. The CNA may also impose limits on national and regional concentration of frequencies, cross-ownership, and grant or modify conditions for concession holders. 53 Table of Contents As part of our expansion of our cable networks, on December 17, 2018, we acquired FTTH under the provisions set forth in transitory Article 9 of LFTR. On May 8, 2019, the IFT launched an investigation to analyze if, as a result of the transaction, the Company, as well as the former Cable and Sky concessionaires and TVSA, acquired substantial power in the market of telecommunications networks providing voice, data or video services. On September 4, 2019, the IFT Investigative Authority issued a preliminary opinion, whereby it assessed that there were elements to determine that the Company had substantial power in 35 relevant markets of the telecommunications networks that provide restricted television and audio services. Those relevant markets comprise 35 municipalities in the following States: Aguascalientes, Chihuahua, Ciudad de México, Estado de México, Jalisco, Nuevo León and San Luis Potosí. As a response to the preliminary opinion, the Company presented its position and provided evidence to prove that the Company does not hold substantial power in the relevant markets established in the preliminary opinion. On November 26, 2020, the IFT notified TVSA, the Company and some subsidiaries of its former Cable and Sky businesses of the final resolution confirming the existence of substantial power in the 35 relevant markets of restricted television and audio services. Some of the consequences derived from the determination of substantial market power are applicable as a matter of law and others may be imposed by IFT in a new procedure in accordance with the LFTR, which may consist of: (i) the obligation to obtain IFT’s approval and to register the rates for our services; (ii) to inform the IFT in case of the adoption of new technology or modifications to the network; (iii) the agent with substantial power may not be entitled to the benefits of some rules of the “must carry” and “must offer” provisions; and (iv) the implementation of accounting separation. Consequently, on December 17, 2020, TVSA, the Company and some subsidiaries of its former Cable and Sky businesses, filed three amparos, respectively, to challenge the constitutionality of the resolution. In October 2022, TVSA, the Company and some subsidiaries of its former Cable and Sky businesses obtained favorable amparo resolutions form a specialized federal judge which determined that the resolution of IFT about the substantial power on the restricted services of television and audio market in 35 municipalities in Mexico, after the acquisition of the direct to home fiber-optic and assets related to Axtel, S.A.B. de C.V. in December 2018, was unconstitutional. On January 24, 2024, a Federal Court resolved through a final resolution of the amparo of TVSA and instructed the IFT to revoke the substantial power resolution. On March 6, 2024, as a result of the amparo resolution, the IFT revoked the substantial power resolution and determined to close the file only for TVSA. On May 16, 2024, a Federal Court ruled on the amparo proceedings of the Company and some subsidiaries of its former Cable and Sky businesses, ordering the IFT to repeal the determination that declared the Company, its concessionaires of restricted television and audio services and other entities as Economic Agent with Substantial Power in the 35 relevant markets of restricted television and audio services. On June 21, 2024, the IFT notified the Company of such repeal ruling in compliance with the guidelines issued by the Federal Court. With this resolution, the procedure initiated by the IFT to impose asymmetric measures on the Company and its subsidiaries was also repealed, and the measures provided in the current regulations for these purposes are no longer applicable. Other relevant provisions provided in the Antitrust Law, as reformed, are the following: (a) The Autoridad Investigadora, or Investigative Authority, has the authority to investigate the commission of monopolistic practices, forbidden mergers, barriers to competition, essential facilities, or substantial market power. Pursuant to the 2025 reform, it may also participate in trial-like proceedings, conduct inspections, request assistance from public force, and file criminal complaints. (b) Enhancement of the legal power of the authorities for conducting their investigations, including requesting written evidence and testimonies, performing verification visits, conducting surveys, collecting data through any tool, and requesting the assistance of public force or any Public Authority. (c) Significantly increased monetary sanctions for the commission of illegal conduct, including: fines of up to 15% of the economic agent’s revenues for absolute monopolistic practices; up to 10% for relative monopolistic practices and illicit concentrations; up to 8% (or up to 15% if the CNA had previously objected to the concentration) for gun-jumping (failing to obtain prior merger approval); and up to 12% for non-compliance with concentration conditions. In addition, individuals who directly or indirectly participate in monopolistic practices or illicit concentrations may be disqualified from holding corporate positions for up to five years and fined up to 350,000 times the daily value of the UMA. (d) The CNA may determine the existence of essential facilities when the following conditions are met: (i) one or several economic agents with substantial market power, or that have been determined as Preponderant, control a good; (ii) the reproduction of such good by other economic agents is unviable, now or in the future, due to technical, legal or economic reasons; (iii) the good is indispensable for the provision of other goods or services in other markets and does not have close substitutes. 54 Table of Contents (e) The CNA may determine the existence of barriers to competition and free markets, when an element is found that either: (i) hinders the access of new entrants; (ii) limits competition; or (iii) hinders or distorts competition and the free market process. (f) The resolutions issued by the CNA can only be challenged by an amparo claim, which will be ruled by the Antitrust, Telecommunications and Broadcasting federal courts, without any judicial stay that can suspend the execution of the resolution. The above-mentioned provisions may significantly and adversely affect our business, results of operations and financial condition. The transition to the Comisión Nacional Antimonopolio, which has replaced both COFECE and the IFT’s competition-related functions, could introduce further uncertainty regarding compliance obligations, competitive conditions, and market dynamics, all of which may materially affect our business and financial performance. The CNA is fully operational as its five-member Plenary is integrated and the Chairperson has been designated by the President of Mexico. As the legislative and regulatory landscape continues to evolve, we will closely monitor any changes that may impact our business operations, including the issuance of the Regulatory Provisions, potential amendments to sector-specific legislation, and new enforcement mechanisms established by the restructured regulatory framework. Mexican Television Regulations Concessions. The LMTR regulates, on a convergent basis, the use and exploitation of the radio-electric spectrum, and the telecommunications networks, as well as the rendering of broadcasting, cable, satellite pay-TV and telecommunications services. Concessions for the commercial use of spectrum are granted through public bid processes. Such concessions are granted for a fixed term, subject to renewal in accordance with LMTR. Renewal of concessions for the use of spectrum require, among others: (i) that the concessionaire submit the renewal request to the CRT, in the case of broadcasting services, no later than six months prior to the expiration of the term of the relevant concession; (ii) that the concessionaire be in compliance with its obligations under the LMTR, other applicable regulations, and the concession title; (iii) a determination by the CRT, within thirty business days following the submission of the request, as to whether there is a public interest in recovering the spectrum granted under the relevant concession, in which case the CRT will notify the concessionaire and the concession will terminate upon expiration of its term; and (iv) if no such public interest exists, the granting of the requested extension, subject to the concessionaire’s prior acceptance of the new conditions established by the CRT, which will include the payment of a corresponding fee. To our knowledge, no spectrum granted for broadcasting services in Mexico has been recovered by the Mexican government in the past several years for public interest reasons, however, the Company is unable to predict any future action by CRT. Pursuant to the LMTR, concessionaires have one integrated sole concession to provide telecommunication and broadcasting services. Integrated sole concessions will be granted for a term of up to 30 years with the possibility to renew them, for the same term originally granted. Renewal of integrated sole concessions require, among others: (i) to request its renewal to CRT within the year prior to the last fifth period of the fixed term of the related concession; (ii) to be in compliance with the concession holder’s obligations under the LMTR, other applicable regulations, and the concession title; and (iii) the acceptance by the concession holder of any new conditions for renewing the concession as set forth by CRT. CRT shall resolve any request for renewal of the telecommunications concessions within 180 business days of its request. Failure by CRT to respond within such period of time shall be interpreted as if the request for renewal has been granted. In May 2018, applications for the renewal of the Group’s 70 broadcasting concessions (comprising 225 TV stations), were timely filed under the former LFTR and the terms set on the concessions, and as part of the renewal process, the Company regrouped its concessions to create (i) three concessionaires, each one specialized on broadcasting the National TV Networks of Las Estrellas, Canal 5 and Canal Nu9ve, respectively, and (ii) three concessionaires specialized on local TV content. On November 6, 2018, the former IFT notified the Company the grant of the renewal of its concessions, the new conditions under which they will operate, as well as the relevant fee to be paid for such renewals. On November 26, 2018, the Company timely accepted the new conditions for the renewal of the concessions and performed the payment of the relevant fee for a total amount of Ps.5,753 million, as a consequence, the former IFT delivered to the Company (i) 23 concessions for the use of spectrum that comprise the Company 225 TV stations, for a term of 20 years, starting in January 2022, and ending in January 2042, and (ii) six concessions that grant the authorization to provide digital broadcasting television services of such 225 TV stations, for a term of 30 years, starting in January 2022 and ending in January 2052. 55 Table of Contents On March 7, 2014, the former IFT published in the Official Gazette of the Federation an invitation to a public auction for the concession for the two new National Digital Networks. The invitation provided that the concessions for the National Digital Networks would be granted for a term of 20 years for the operation of stations with, among other characteristics, mandatory geographic coverage in 123 locations corresponding to 246 channels within the Mexican territory. Pursuant to the LMTR currently in force, a concession (obtained by means of a public process) is still needed to participate in the radio-electric spectrum in Mexico. None of our over-the-air television concessions has ever been revoked or otherwise terminated and, except for an immaterial concession to transmit an UHF restricted television service which expired in November 2010, all of our concessions have been renewed. See “Information on the Company—Business Overview—Regulation—Residential—Concessions”. We believe that we have operated our television concessions substantially in compliance with their terms and applicable Mexican law. If a concession is revoked or terminated, the concessionaire could be required to forfeit to the Mexican government all of its assets or the Mexican government could have the right to purchase all the concessionaire’s assets. In our case, the assets of our licensee subsidiaries generally consist of transmitting facilities and antennas. See “Key Information—Risk Factors—Risk Factors Related to Our Business—The Operation of Our Business May Be Adversely Affected if the Mexican Government Does Not Renew or Revokes Our Broadcast or Other Concessions”. As a result of the Constitutional Amendment, certain provisions of the LMTR and Guidelines related to the distribution of more than one channel of programming on the same transmission channel, or multiplexing, issued under the former IFT, still valid, were passed. Such provisions optimize the use of the spectrum; for example, where the 6MHz spectrum was used entirely to broadcast only one channel of programming analog standard, now based on new technologies, more than one channel of programming digital standard on the same transmission channel can be broadcast. The Company, as a Preponderant Economic Agent has a restrictive obligation related to multiplexing. The IFT shall not authorize the Preponderant Economic Agent to broadcast channels in excess of 50% of the total channels authorized to other broadcasters in the same geographic coverage. The IFT has granted multiplexing authorizations to the Company, granting access to TVSA as its third party programmer in terms of the third party programming agreements: 36 authorizations for multiplexing the Channel 5 Network, 29 authorizations for multiplexing the Channel Nu9ve Network, two authorizations for multiplexing the Channel 2 Network, 35 authorizations for multiplexing Channel Foro TV Network, three authorizations for multiplexing Local Channels and three authorizations for multiplexing the Channel CV Shopping (programmed by the Company). Supervision of Operations. To ensure that broadcasting is performed in accordance with the provisions established in the concession title, the LMTR and Guidelines, CRT is entitled to monitor compliance by exercising powers of supervision and verification: for example, the CRT can perform technical inspections of the television stations and the concessionaire must file annual reports with CRT. On August 21, 2018, the Mexican Ministry of Interior published in the Official Gazette of the Federation an amendment to the regulations of broadcast television and pay-TV programming guidelines that provides for different age classifications for programming (the “Programming Guidelines Amendment”), which became effective on August 22, 2018, substituting in full force and effect the previous amendment published on February 15, 2017. The Programming Guidelines Amendment for broadcast television is as follows: (i) programs classified “D” extreme and adult only may broadcast after midnight to 5:00 am; (ii) programs classified “C” not suitable for people under the age of 18 may broadcast only after 9:00 p.m. to 5:59 am; (iii) programs classified “B15” for teenagers over 15 years old may be broadcast only after 7:00 p.m. to 5:59 am; (iv) programs classified “B” for teenagers may be broadcast only after 4:00 p.m. to 5:59 am; and (v) programs classified “A” and “AA” suitable for all age groups may be broadcast at any time. The same age classifications apply for pay-TV programming and the age classifications must be shown to the audience, but there are no applicable broadcasting time limitations. On February 14, 2020, the Mexican Ministry of Interior published in the Official Gazette of the Federation an additional amendment to the Programming Guidelines, for which the only relevant change therein was to extend the display time for the Parental Advisory from 15 to 30 seconds. Content for Children and Teenagers. The LMTR includes new criteria for programming addressed for children and teenagers. Each concessionaire is also required to transmit each day, free of charge, up to 30 minutes of programming promoting cultural, educational, family counseling and other social matters, using programming provided by the Mexican government. Historically, the Mexican government has not used a significant portion of this time. 56 Table of Contents Restrictions on Advertising. Mexican law regulates the type and content of advertising broadcast on television. In order to prevent the transmission of misleading advertising, without affecting freedom of expression and dissemination, the broadcasting of advertisements presented as journalistic news or information is prohibited. Under current law, advertisements of alcoholic beverages (other than beer and wine) may be broadcast only after 9:00 p.m. and advertisements for tobacco products are prohibited. Advertising for alcoholic beverages must not be excessive and must be combined with general promotions of nutrition and general hygiene. Health Law Guidelines were published in the Official Gazette of the Federation on April 15, 2014 and became effective on July 7, 2014, for the advertisement of the following products: snacks, flavored drinks, candies, chocolates, or foods similar to chocolates and became effective for the remaining products on January 1, 2015. Moreover, the Mexican government must approve any advertisement of lotteries and other sweepstakes games. TV advertisement will not take up more than 18% of the broadcast time on any day in TV. However, this percentage can be increased by an additional 2% when at least 20% of the content programmed is national production. Another 5% of advertisement time can be added when at least 20% of the content programmed is independent national production. There are no restrictions on maximum rates. See “Key Information—Risk Factors—Risk Factors Related to Mexico—Existing Mexican Laws and Regulations or Changes Thereto or the Imposition of New Ones May Negatively Affect Our Operations and Revenue” and “—The Amendment of Various Provisions of the Mexican Constitution Related to Telecommunications, and the LMTR, May Significantly and Adversely Affect the Business, Results of Operations and Financial Results of Our Business Segment”. On June 8, 2023, the Plenary of the Supreme Court of Justice of the Nation, by a majority of eight votes, resolved the constitutional disputes filed by the IFT and COFECE, declaring the Agencies Law invalid. The judgment was published in the Official Gazette of the Federation on December 22, 2023. As a result, the Agencies Law is currently invalid and not applicable. See “Key Information—Risk Factors—Risk Factors Related to Mexico—Existing Mexican Laws and Regulations or Changes Thereto or the Imposition of New Ones May Negatively Affect Our Operations and Revenue.” Additional Rights for Audiences. Among others, the former LFTR imposed new obligations on concessionaires. On November 29, 2016, the former IFT issued the Guidelines for the Defense of the Audiences, which were published on December 21, 2016, in the Federal Official Gazette. These guidelines and some related provisions of the former LFTR were constitutionally challenged by the Executive Branch and the Senate particularly for concerns that they restrict freedom of speech. These procedures were dismissed by the Supreme Court of Justice by the entry into force of the reform of the former LFTR published in the Official Gazette on October 31, 2017 (the “LFTR 2017 Reform”). The amendment to the former LFTR included among other things: (i) restricted the power of the former IFT to regulate a large portion of the provisions established by the Guidelines for the Defense of the Audience; (ii) increased the ability of all broadcasting and telecommunications concessionaries to self-regulate themselves by granting them the ability to regulate their programming content and the way in which they decide to respect and promote the rights of the audiences through their code of ethics without being subject to IFT’s approval; (iii) removed the obligation to make sure that, when broadcasting news, the reporting of factual material is clearly distinguished from commentaries and personal analysis; and (iv) made clear that the appointment of an Ombudsman is not subject to special specifications and procedures set by the former IFT. As a result, the legal provisions that are contrary to this amendment were repealed. The LFTR 2017 Reform was challenged through actions for constitutional review (acciones de constitucionalidad), which were resolved in August 2022 by the Supreme Court of Justice, overriding the former LFTR 2017 Reform, subsisting the Congress’ authority to legislate again on Rights for Audiences. In addition, two associations and other persons filed two amparo suits challenging some provisions of the former LFTR 2017 Reform. As a result of one of such proceedings, the courts ordered the repeal of the amendment of article 256 of the LFTR 2017 Reform, and the former IFT had the authority to determine a date for entering into force of the General Guidelines on Rights for Audiences dated December 21, 2016, or to issue new guidelines. The Company’s entities that are concessionaires challenged the decision to repeal the LFTR 2017 Reform. Lastly, on February 5, 2025, in compliance with the court ruling resulting from the amparo proceedings filed by the associations mentioned above, the former IFT published in the Official Gazette of the Federation the new Guidelines for the Defense of the Audiences, establishing the current Rights of Audiences and set obligations for Broadcasting Concessionaires, Pay-TV Concessionaires, and Programmers, which include (i) having a Code of Ethics, registering it with the IFT, now CRT, and publishing it; and (ii) having an Audience Ombudsman with minimum requirements and registering them with the IFT, now CRT, as well, all of the above, valid until the Constitutional Amendment. 57 Table of Contents Current Rights for Audiences. As part of the Constitutional Amendment, under LMTR, audiences are entitled to receive diverse content; to have a distinction between programming and advertising and access to parental advisories (specific guidelines pending to be published by CRT); to be informed of schedules and changes; to exercise the statutory right of reply with differentiation between news and opinion; and to receive consistent audio and video quality. They are also protected against discrimination and entitled to content that respects human rights, the best interests of children, and gender equality. Concessionaires must adopt, register, and publish a Code of Ethics; implement certain accessibility measures (including subtitling, dubbing into Spanish, and Mexican Sign Language in specified programs); promote inclusive representations; provide mechanisms for audience feedback to an Ombudsman; and ensure access to programming guides. Broadcast concessionaires must appoint an Audience Ombudsman to process complaints and issue recommendations, serving renewable three-year terms in accordance with LMTR. Government Broadcast Time. Each concessionaire is required to transmit each day, free of charge, up to 30 minutes of programming promoting cultural, educational, family counseling and other social matters, using programming provided by the Mexican government. In addition, television stations have to provide to the Mexican government up to 18 minutes per day of the television broadcast time between 6:00 a.m. and midnight, in each case distributed in an equitable and proportionate manner. Any time not used by the Mexican government on any day is forfeited. Generally, the Mexican government uses all or substantially all of the broadcast time available to it under this tax. In April 2020, the President of Mexico issued a decree amending the rules on government broadcast time starting on May 2020. For the periods where no electoral pre-campaigns and campaigns are in place, television stations will have to provide to the Mexican government up to 11 minutes per day of television broadcast time between 6:00 am and midnight, in each case distributed in a proportionate manner. Another significant difference is that under the terms of the prior rules the unused minutes by the government were forfeited and could be used by the broadcasters, while in the new decree, the Secretaría de Gobernación, or Mexican Ministry of Interior, may reassign the unused minutes for the use by the Mexican government for an indefinite term. Foreign Ownership. Non-Mexican ownership of shares of Mexican enterprises is restricted in some economic sectors, including broadcast television, and radio. As a result of the Telecom Reform, the participation of foreign investors can be up to 49% in free to air radio and television concessions, subject to reciprocity requirements, and up to 100% in telecommunications services and satellite communications. Such amendments are reflected in the LMTR and Mexico’s Ley de Inversión Extranjera, or Foreign Investment Law, and the Reglamento de la Ley de Inversión Extranjera y del Registro Nacional de Inversiones Extranjeras, or the Regulation of the Foreign Investment Law and the Foreign Investment National Registry. The Foreign Investment Law does not restrict foreign investment in programmers such as TVSA that make their programming channels available through free to air television. See “—Satellite Communications—Mexican Regulation of DTH Satellite Services”. Mexican Electoral Amendment In 2007, the Mexican Federal Congress published an amendment to the Mexican Constitution (referred to in this annual report as the 2007 Constitutional Amendment), pursuant to which, among other things, the Instituto Federal Electoral, or the Federal Electoral Institute, or IFE, has the exclusive right to manage and use the Official Television Broadcast Time (referred to in this annual report as Official Broadcast Time). In February 2014, the Mexican Federal Congress approved a Constitutional amendment creating the Instituto Nacional Electoral, or the National Electoral Institute, or INE, which replaced the IFE. The INE has the same functions and capabilities as the former IFE and regulates the services of television in the same manner, except that the INE has a relevant participation in the electoral campaigns in federal, state and local procedures by distributing the Official Broadcast Time among the political parties. The INE has the exclusive right to use the Official Broadcast Time for its own purposes and for the use of political parties in Mexico (as provided in the Mexican Constitution) for self-promotion and, when applicable, to promote their electoral campaigns during election day, pre-campaign and campaign periods. The INE and the political parties must comply with certain requirements included in the 2007 Constitutional Amendment for the use of Official Broadcast Time. During federal electoral periods, the INE will be granted, per the 2007 Constitutional Amendment, 48 minutes per day in each radio station and television channel, to be used during pre-campaign periods in two and up to three minutes per broadcast hour in each radio station and television channel, of which all the political parties will be jointly entitled to use one minute per broadcast hour. During campaign periods, at least 85% of the 48 minutes per day, shall be allocated among the political parties, and the remaining 15% may be used by the INE for its own purposes. During non-electoral periods, the INE will be assigned with up to 12% of the Official Broadcast Time, half of which shall be allocated among the political parties. In the event that local elections are held simultaneously with federal elections, the broadcast time granted to the INE shall be used for the federal and the local elections. During any other local electoral periods, the allocation of broadcast time will be made pursuant to the criteria established by the 2007 Constitutional Amendment and as such criteria are reflected in applicable law. 58 Table of Contents In addition to the foregoing, pursuant to the 2007 Constitutional Amendment political parties are forbidden to purchase or acquire advertising time directly or through third parties, from radio or television stations; likewise, third parties shall not acquire advertising time from radio or television stations for the broadcasting of advertisements which may influence the electoral preferences of Mexican citizens, nor in favor or against political parties or candidates to offices elected by popular vote. Telecom and Broadcasting Regulations On December 20, 2024, the Executive Branch published in the Official Gazette of the Federation the Constitutional Amendment, dissolving seven autonomous authorities, including COFECE and IFT. On July 16, 2025, the Mexican Federal Antitrust Law (Ley Federal de Competencia Económica) and, on the same date, the LMTR was published, repealing the LFTR in force since 2014. On October 16, 2025, the CNA was created as a decentralized authority organized under the Ministry of Economy (Secretaría de Economía), with operational and technical autonomy. Similarly, on October 17, 2025, the CRT started operations as the sole authority in telecommunications and broadcasting, assuming the attributions, obligations and powers of the extinct IFT, with the exception of antitrust proceedings, which are continued by the CNA. Unlike the IFT, the CRT is not a constitutionally autonomous body and falls under the Federal Executive Branch through the ATDT. The CRT is empowered, among other things, to (i) oversee the Mexican telecommunications (including cable and satellite pay-TV) and broadcasting (television and radio) industries, except for antitrust matters related to these industries; (ii) set limits to national and regional frequencies that can be exploited by a concession holder, or to the cross-ownership of telecommunications, television or radio businesses that serve the same market or geographical zone that may include the divestment of certain assets to comply with such limits; (iii) oversight and verify asymmetric regulation measures; (iv) grant and revoke telecommunications, television and radio concessions; (v) approve any assignment or transfer of control of such concessions; (vi) revoke a concession for various reasons; and (vii) determine the payment to be made to the government for the granting of concessions. Concessions for the use of spectrum will only be granted through public bid processes. On March 7, 2014, the former IFT published in the Official Gazette of the Federation an invitation to a public auction for the concession for the two National Digital Networks which would be granted for a term of 20 years for the operation of stations with, among other characteristics, mandatory geographic coverage in 123 locations corresponding to 246 channels within the Mexican territory. In March 2015, the former IFT issued its ruling announcing Grupo Radio Centro and Imagen Television as winning bidders for two free to air broadcasting licenses with separate national coverage. Imagen Television has completed the process and received its license. However, since Grupo Radio Centro failed to pay the amount they bid for their free to air broadcasting license, the former IFT’s ruling announcing them as a winning bidder was declared null and void and they will not receive the license. As a result, the auction of the portion of the spectrum that was going to be assigned to Grupo Radio Centro took place during 2017. The new bid was for 148 channels for Digital Terrestrial Television, including at least 123 channels that were not allocated in the IFT-1 bidding process for the two national digital broadcast television networks. At the end of the process, offers were received for 32 channels located in 29 different coverage areas, located in 17 States and covering about 45% of the country’s total population. The bidding process concluded in December 2017 with the issuance of the corresponding concession titles in favor of Compañía Periodística Sudcaliforniana, S.A. de C.V., Comunicación 2000, S.A. de C.V., Francisco de Jesús Aguirre Gómez, Intermedia de Chihuahua, S.A. de C.V., José Guadalupe Manuel Trejo García, Multimedios Televisión, S.A. de C.V., Quiero Media, S.A. de C.V., Radio Comunicación Gamar, S.A. de C.V., Radio Operadora Pegasso, S.A. de C.V., Radio-Televisión de Nayarit, S.A. de C.V., Tele Saltillo, S.A. de C.V., Televisión Digital, S.A. de C.V. and Telsusa Televisión México, S.A. de C.V. See “Key Information—Risk Factors—Risk Factors Related to Mexico—The Amendment of Various Provisions of the Mexican Constitution Related to Telecommunications, and the LMTR, May Significantly and Adversely Affect the Business, Results of Operations and Financial Results of Our Business Segment.” Access to information and communication technologies, as well as broadcasting and telecommunications services (including broadband), is established as a constitutional right. The telecom regulation further requires that such information be diverse and timely, and that any person may search, receive and disclose information and ideas of any kind through any media. Among other things, the LMTR contemplates the right of audiences to be able to receive content that reflects ideological pluralism, and to have the right to replicate the news. The telecom regulation permits 100% foreign ownership in satellite and telecommunications services concessions and increases to up to 49% the level of permitted foreign ownership in television and radio services concessions, subject to reciprocity of the originating foreign investment country. The Foreign Investment Law does not restrict foreign investment in programmers such as TVSA that make their programming channels available through free to air television. 59 Table of Contents Starting on September 10, 2013, concessionaries of broadcast services have been required to permit pay-TV concessionaries to retransmit broadcast signals, free of charge and without discrimination, within the same geographic coverage area simultaneously and without modifications, including advertising, and with the same quality of the broadcast signal, except in certain specific cases provided in the telecom regulation. Also, since September 10, 2013, our pay-TV licensees are required to retransmit broadcast signals of others, free of charge and on a non-discriminatory basis, subject to certain exceptions and additional requirements provided for in the Telecom Reform. On February 27, 2014, the Guidelines were published in the Official Gazette of the Federation, which include, among other obligations, the obligation of concessionaries of broadcast television licenses to permit the retransmission of their broadcast signals and the obligation of pay-TV concessionaries to allow such retransmission (without requiring the prior consent of the broadcast television concessionaries) in the same geographic coverage zone for free (subject to certain exceptions) and in a non-discriminatory manner in its entirety, simultaneously and without modifications by the broadcasting concessionaire, including advertising, and with the same quality of the broadcast signal without requiring consent from the broadcast television concessionaries. The National Development Plan includes a program for installing broadband connections in public facilities, which would identify the number of sites to be connected per year to promote access to broadband in public buildings dedicated to investigation, health, education, social services and in other facilities owned by the government. See “Key Information—Risk Factors—Risk Factors Related to Mexico—The Amendment of Various Provisions of the Mexican Constitution Related to Telecommunications, and the LMTR, May Significantly and Adversely Affect the Business, Results of Operations and Financial Results of Our Business Segment”. The LMTR establishes a renewal procedure that would result in the granting of a renewal of an integrated sole concession (when involving radio-electric spectrum or orbital resources, a concession to exploit such spectrum is required) in order to provide telecommunications and broadcasting services. The integrated sole concession would be awarded for renewable 30-year terms. Renewal of integrated sole concessions require, among others: (i) to request its renewal to CRT within the year prior to the last fifth period of the fixed term of the related concession; (ii) to be in compliance with the concession holder’s obligations under the LMTR, other applicable regulations, and the concession title; and (iii) the acceptance by the concession holder of any new conditions for renewing the concession as set forth by CRT. CRT shall resolve any request for renewal of the concessions within 180 business days of its request. Failure by CRT to respond within such period of time shall be interpreted as if the request for renewal has been granted. The LMTR also contemplates that concession holders that operate a public network of telecommunications must: (i) abstain from charging long distance fees for calls made by users to any national destination; (ii) if there was no other concession holder providing similar services in a certain territory, the concession holder providing the service in such territory shall have to continue providing the services; and (iii) concession holders must adopt the open architecture designs for the network to guarantee the interconnection and interoperation of their network. The LMTR establishes the maximum amount of time that a concession holder providing broadcasting services with commercial purposes can use for commercial advertising. The maximum amount of advertising time is set at 18% of the total broadcasting time for each television channel (such percentage may be increased as described in “—Television—Mexican Television Regulations—Restrictions on Advertising”). The LMTR establishes that those concession holders providing broadcasting services shall offer broadcasting services and advertising spaces to any person or corporation that requires them on a non-discriminatory basis and on market terms granting the terms, packages, conditions, and rates in force at the time of the request. Additionally, the law provides that balance shall be maintained between advertising and programming. Advertising shall be subject to several rules, including the maximum time allowed for advertising (i.e., 18% of the total available time per channel in free to air television; and six minutes per hour on pay-television and audio). However, in free to air television, the time allowed for advertising can be increased by an additional 2% when at least 20% of the content aired is national production. Another 5% of advertisement time can be added when at least 20% of the content aired is independent national production. There are no restrictions on maximum rates. 60 Table of Contents Significant Subsidiaries The table below sets forth our significant subsidiaries and significant investee as of December 31, 2025. Jurisdiction of Organization or Percentage Name of Significant Subsidiary Incorporation Ownership(1) Telecom: Corporativo Vasco de Quiroga, S.A. de C.V. (CVQ) (3) Mexico 100.0 % Cablestar, S.A. de C.V. (2) (4) Mexico 66.4 % Empresas Cablevisión, S.A.B. de C.V. (5) (6) Mexico 51.5 % Cablemás subsidiaries (7) Mexico 100.0 % Televisión Internacional, S.A. de C.V. (6) Mexico 100.0 % Sky DTH, S.A. de C.V. (8) Mexico 100.0 % Innova Holdings, S. de R.L. de C.V. (8) Mexico 100.0 % Innova, S. de R.L. de C.V. (Innova)(9) Mexico 100.0 % Other corporate operations: Multimedia Telecom, S.A. de C.V. (10) Mexico 100.0 % Grupo Telesistema, S.A. de C.V. (11) Mexico 100.0 % Significant Investee: TelevisaUnivision, Inc. (TU) (10) United States of America 43.2 % (1) Percentage of equity owned by us directly or indirectly through subsidiaries. (2) While this subsidiary is not a significant subsidiary within the meaning of Rule 1-02(w) of Regulation S-X under the Securities Act, we have included it in the table above to provide a more complete description of our operations. (3) Direct subsidiary through which we conduct our Telecom operations. (4) Cablestar, S.A. de C.V., is an indirect majority-owned subsidiary of CVQ and Empresas Cablevisión, S.A.B. de C.V. through which, together with México Red de Telecomunicaciones, S.A. de C.V., we conduct the Enterprise operations of our Telecom segment. (5) Indirect subsidiary through which we own our equity interest in Cablevisión, S.A. de C.V. (6) One of two indirect subsidiaries through which, together with the Cablemás subsidiaries, we primarily conduct our Residential services. (7) The Cablemás subsidiaries are directly or indirectly owned by CVQ. (8) One of two subsidiaries through which we own our equity interest in Innova. (9) Indirect subsidiary through which we conduct our Satellite services. (10) TelevisaUnivision, Inc. has been included as a significant investee pursuant to Rule 3-09 of Regulation S-X. The Company and its subsidiary Multimedia Telecom, S.A. de C.V. directly own shares in the capital stock of TelevisaUnivision, Inc. (11) Direct subsidiary, which carries out certain corporate operations of the Company. 61 Table of Contents Property, Plant and Equipment Broadcasting, Office and Production Facilities. Our properties consist primarily of broadcasting, production facilities, television and repeater stations, technical operations facilities, workshops, studios and office facilities, most of which are located in Mexico. Some of these properties are currently leased to TelevisaUnivision or its subsidiaries as part of the TelevisaUnivision Transaction. We own most of our properties or lease offices and facilities through indirect wholly owned and majority owned subsidiaries. There are no major encumbrances on any of our properties and we currently do not have any significant plans to construct any new properties or expand or improve our existing properties. Our principal offices, which we own, are located in Santa Fe in Mexico City. Residential, Satellite and Enterprise services are primarily conducted in Mexico. As of December 31, 2025, our properties represented approximately 4.46 million square feet of space, of which over 3.35 million square feet are located in Mexico City and the surrounding areas, and approximately 0.64 million square feet are located outside of Mexico City and the surrounding areas. We currently own approximately 4.46 million square feet of space, 2.27 million of which are leased to TelevisaUnivision, including the television stations, four locations in Mexico City, 14 studios in San Angel, three studios in Santa Fe and one studio in Rojo Gomez and 12 studios located in Chapultepec. We also own other properties used in connection with our operations, including a training center, technical operations facilities, studios, workshops, television and repeater stations, and office facilities, part of which are leased to TelevisaUnivision or its subsidiaries. We also own or lease over a total of 27,777 square feet in properties in the United States, Latin America, Spain and Switzerland in connection with our operations there. We own or lease all of these properties through indirect wholly owned and majority owned subsidiaries. The following table summarizes our real estate and lease agreements in the United States, Latin America, Spain and Switzerland. Number of Operations Properties Location Television and news activities Leased properties 3 Madrid, Spain(1) Castellón, Spain(1) Zug, Switzerland(1) DTH Leased properties 7 San José, Costa Rica(1) Guatemala(1) Nicaragua(1) Panamá(1) San Salvador(1) Honduras(1) Dominican Republic(1) Telephony Leased properties 1 Laredo, Texas(1) 62 Table of Contents Satellites. We currently use transponder capacity on ten satellites: Eutelsat 117 West A (formerly Satmex 8), which reaches Mexico, the United States, Latin America, and the Caribbean; Eutelsat 115 West A (formerly Satmex 5), which reaches Mexico, the United States and Latin America; IS-34, which reaches North America, Western Europe, Latin America and the Caribbean; we performed a migration from Galaxy 16 (formerly Galaxy IVR) to Galaxy 35, which reaches Mexico, the United States and Canada; Galaxy 19, which reaches Mexico, the United States and Canada; we migrated back to Intelsat IS-35e from Eutelsat E9B, which reaches Western and Eastern Europe; SES-14 (formerly NSS-806), which reaches North America, Western Europe, Latin America and the Caribbean; IS-21, which reaches Central America, Mexico, the Southern United States and the Caribbean; IS-16, which reaches Central America, Mexico, the Southern United States and the Caribbean; and SM-1, which reaches Central America, Mexico, the Southern United States and the Caribbean. In March 2010, Sky reached an agreement with a subsidiary of Intelsat to lease 24 transponders on the Intelsat IS-21 satellite which is mainly used for signal reception and retransmission services over the satellite’s estimated 15-year service life. IS-21 started service in the third quarter of 2012, replacing Intelsat IS-9 as Sky’s primary transmission satellite. In April 2010, Intelsat released the IS-16 satellite, where Sky has an additional twelve transponders to deliver new DTH-HD channels and more DTH SD channels; this satellite is also a back-up satellite for our DTH venture operations. For a description of guarantees related to our DTH venture transponder obligations, see Note 14 to our consolidated year-end financial statements. Since 1996, we have been working with PanAmSat (now Intelsat) as our satellite services provider, which provided to the Company five Ku band transponders on Satellite PAS-3R, three of which were intended to be for DTH to Spain. We were required to pay an annual fee for each transponder of U.S.$3.1 million. Due to an exchange with three of five 54 MHz Ku Band transponders, until April 2, 2016, we had capacity on two 36 MHz C band transponders on Galaxy 16. In December 2005, we signed an extension with PanAmSat, for the use of three transponders on the PAS-3R satellite until 2009 and 2012 and two transponders on the Galaxy IVR (replaced by Galaxy 16) satellite until 2016. In October 2015, we signed a new contract with SES S.A. until June 2019 for the replacement of two transponders of Galaxy 16. The new contract included three transponders and a full-service migration to the new satellite, AMC-9. On June 17, 2017, AMC-9 experienced a technical issue that impacted the satellite and thus, we entered into a new contract until June 30, 2022 to transition the full service of 147 MHz to Intelsat’s satellites, Galaxy 16 and Galaxy 19. In December 2021, we renegotiated and renewed the contracts for the four transponders (147MHz) with Intelsat, which expire on June 30, 2026. In February 2024, the impact of 5G technology in the U.S. forced us to make an early negotiation of the service contracts on the Intelsat satellites Galaxy 16 and Galaxy 19, allowing us to migrate the four transponders to satellite Galaxy 35 and Galaxy 19 on frequencies not affected by 5G, until February 2030. In February 2007, Intelsat renamed some of its satellite fleet acquired with its 2006 merger with PanAmSat: current names for PAS-9 and PAS-3R are IS-9 and IS-3R, respectively. Intelsat kept the name of Galaxy 16. In December 2007, Sky and Sky Brasil reached an agreement with Intelsat Corporation and Intelsat LLC to build and launch a new 24-transponder satellite, IS-16, for which service will be dedicated to Sky and Sky Brasil over the satellite’s estimated 15-year life. The satellite was successfully launched in February 2010 and started operations in April 2010. In the third quarter of 2013, Sky entered into an agreement with DirecTV for the acquisition and launch of the SM-1 satellite, which was successfully launched in May 2015 and started operations on June 2015. See Note 12 to our consolidated year-end financial statements. In August 2009, the contract on two remaining transponders of the IS-3R satellite expired (end of life of the satellite). We negotiated a new contract for the transponder on the IS-905 satellite until August 31, 2015, for the distribution of our content in Europe. In September 2015, the contract was renewed with Intelsat until August 2018. Migration from IS-905 to IS-35e took place from June to August 2018, and we renewed the contract with Intelsat from November 1, 2018 until October 31, 2021. We negotiated a new contract with Eutelsat and migrated from IS-35e to Eutelsat E9B. The new contract expired on December 31, 2024. We negotiated a new contract with Intelsat and migrated from Eutelsat E9B to IS-35e. The new contract will expire on December 31, 2027. We renewed the contract with satellite IS-34 until November 30, 2025. IS-11 (formerly known as PAS-11) ended its life in November 2022. The migration between IS-11 to satellite IS-34 started on August 1, 2022 and ended on November 30, 2025. Starting in December 2025, the contracted satellite capacity on the IS-34 satellite was reduced by 50%. In February 2012, we renewed the contract with Satélites Mexicanos, S.A. de C.V., or Satmex, on Satmex 5 until January 31, 2015. In March 2014, Satélites Mexicanos, S.A. de C.V. was renamed Eutelsat Americas, as a part of Eutelsat Group. In February 2015, we renewed our contracts with Eutelsat Americas until January 2018, and also contracted for a new transponder on Eutelsat 117 West A from April 2015 until March 2018. In February and April 2018, we renewed our contracts with Eutelsat America until December 2022. In January 2019, we contracted for a new transponder on Eutelsat 117 West A from January 2019 until December 2021. In August 2020, we renegotiated and renewed the contracts for the three transponders with Eutelsat America until December 2024. In October 2024, we negotiated a new contract for only two transponders with Eutelsat America (Satelites Mexicanos S.A. de C.V.) until December 31, 2027. 63 Table of Contents On March 1, 2002, we contracted a half Ku Band transponder on Satmex Solidaridad II until April 30, 2005, On May 1, 2005, the contract was renewed with Satmex until April 2006. On May 1, 2006, the contract was renewed with Satmex until December 2008. On January 1, 2009, the contract was renewed with Satmex until December 31, 2011. On January 1, 2012, the contract was renewed with Satmex until December 31, 2014. the Eutelsat Group completed the acquisition of the Mexican company Satmex. Since March 2014, the company operates under the name Eutelsat Americas. On January 1, 2015, the contract was renewed with Eutelsat Americas E117WA until December 31, 2017. On January 1, 2018, the contract was renewed with Eutelsat Americas E115WA until March 14, 2020. On March 15, 2020, the contract was renewed with Eutelsat America until March 14, 2023. On March 15, 2023, the contract was renewed with Eutelsat America until March 14, 2026. On March 15, 2026, the contract was renewed with Eutelsat America until March 14, 2029. On November 15, 2016, we contracted a half transponder on SES NSS-806 until January 31, 2018. On September 5, 2018, SES NSS-806 was replaced with SES-14 and the contract was renewed with SES until January 31, 2019. On February 1, 2019, the contract with SES was renewed until January 31, 2020. In this renewal, the bandwidth was decreased from 18 MHz to 6 MHz. On February 1, 2020, the contract was renewed with SES until January 31, 2021. On February 1, 2021, the contract was renewed with SES until January 31, 2022. The bandwidth remained at 6 MHz. This contract was renewed with SES until January 31, 2024, with the bandwidth under the contract remaining at 6 MHz. This contract was renewed with SES until January 31, 2025, with the bandwidth under the contract remaining at 6 MHz. This contract was renewed with SES until January 31, 2026, with the bandwidth under the contract remaining at 6 MHz. This contract was renewed with SES until January 31, 2029, with the bandwidth under the contract remaining at 6 MHz. With several new domestic and international satellites having been launched recently, and with several others scheduled for launch in the next few years, including those scheduled for launch by Intelsat, Eutelsat Americas (formerly Satmex) and SES, we believe that we will be able to secure satellite capacity to meet our needs in the future, although no assurance can be given in this regard. Insurance. We maintain comprehensive insurance coverage for our offices, equipment, transmission lines networks and other properties for risks including fire, earthquake, flooding, storm, and other similar events and the resulting business interruption losses, subject to some limitations. In addition, we maintain a cyber-insurance policy that covers certain types of cyber-related losses. We do not maintain insurance for our DTH business in case of loss of satellite transmission. We cannot provide any assurance that our insurance coverage is sufficient to cover any losses that we may sustain, or that we will be able to successfully claim our losses under our insurance policies on a timely basis or at all. If we incur any loss not covered by our insurance policies, or the compensated amount is significantly less than our actual loss or is not timely paid, our business, financial condition and results of operations could be materially and adversely affected.
You should read the following discussion together with our consolidated year-end financial statements and the accompanying notes, which appear elsewhere in this annual report. This annual report contains forward-looking statements that reflect our plans, estimates and beliefs. O…
You should read the following discussion together with our consolidated year-end financial statements and the accompanying notes, which appear elsewhere in this annual report. This annual report contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in these forward-looking statements. Factors that could cause or contribute to these differences include, but are not limited to, those discussed below and elsewhere in this annual report, particularly in “Key Information—Risk Factors”. See “Key Information—Forward-Looking Statements and Risk Factors Summary” for further discussion of the risks and uncertainties inherent in forward-looking statements. In addition to the other information in this annual report, investors should consider carefully the following discussion, and the information set forth under “Key Information—Risk Factors” before evaluating us and our business. Spin-off of Certain Businesses of Our Other Businesses Segment On October 27, 2022, our Board of Directors approved a proposal to spin-off most of the businesses of our former Other Businesses segment (the “Spun-off Businesses”), which was approved by our shareholders at the meeting held on April 26, 2023. This proposal was carried out through a spin-off (the “Spin-off”), which became effective on January 31, 2024, creating Ollamani, which holds the Spun-off Businesses and, at the time of the Spin-off, had the same shareholding structure as the Company. We and Ollamani obtained all required corporate and regulatory authorizations and Ollamani began trading separately from the Company on the Mexican Stock Exchange on February 20, 2024. 64 Table of Contents Preparation of Financial Statements As required by regulations issued by Comisión Nacional Bancaria y de Valores, or the Mexican Banking and Securities Commission (“CNBV”), for listed companies in Mexico, our financial information is presented in accordance with the IFRS Accounting Standards as issued by the IASB for financial reporting purposes. Our consolidated financial statements for the years ended December 31, 2024 and 2023 have been prepared to present the discontinued operations following the Spin-off effective on January 31, 2024. Beginning in the fourth quarter of 2025, we present the operating results of our Cable and Sky businesses as a single reportable segment, Telecom, with three categories of revenues: Residential, Satellite, and Enterprise. This change in segment reporting is a result of organizational changes that integrated the operations of our Cable and Sky businesses into one single business, and that the chief operating decision maker now analyzes the results of our operation, makes decisions and assigns resources to it as a single business. The changes identified included: (i) the designation of a chief executive officer and a chief financial officer of our Cable and Sky businesses as a single business; and (ii) a restructuring and integration process of our Cable and Sky businesses that was substantially concluded in the fourth quarter of 2025, which resulted in a consolidated operating cost structure between these two businesses, following the implementation of cost efficiencies and synergies across several operating and administrative areas. Through September 30, 2025, the operating results of our Cable and Sky businesses were presented as separate reportable segments. As a result of this change in our segment reporting, the operations previously reported under our former Cable and Sky segments are now classified into a single reportable segment for any comparative period presented. Year Ended December 31, 2025 2024 2023 (Millions of Pesos)(1) Revenues Ps. 58,878.2 Ps. 62,260.9 Ps. 66,222.8 Cost of sales (36,394.8) (41,117.1) (43,297.4) Selling expenses (7,721.8) (8,815.2) (8,848.2) Administrative expenses (9,522.9) (10,592.6) (11,305.6) Other expense, net (1,013.8) (4,554.9) (913.8) Operating income (loss) 4,224.9 (2,818.9) 1,857.8 Finance expense, net (4,140.3) (4,695.1) (4,845.9) Share of loss of associates and joint ventures, net (1,088.1) (182.6) (4,086.6) Income taxes (7,931.5) (688.6) (2,360.7) Net loss from continuing operations (8,935.0) (8,385.2) (9,435.4) Income from discontinued operations, net — 56.8 628.1 Net loss (8,935.0) (8,328.4) (8,807.3) (Income) loss attributable to non-controlling interests (233.3) 62.9 384.6 Net loss attributable to stockholders of the Company Ps. (9,168.3) Ps. (8,265.5) Ps. (8,422.7) (1) Certain data set forth in the table above may vary from the corresponding data set forth in our consolidated statements of income for the years ended December 31, 2025, 2024 and 2023 included in this annual report due to differences in rounding. 65 Table of Contents Results of Operations For presentation purposes, our segment cost of sales, selling expenses, and administrative expenses for the years ended December 31, 2025, 2024 and 2023 exclude corporate expenses and depreciation and amortization, which are presented as separate line items. The following table shows the reconciliation between our operating segment income and consolidated operating income or loss under IFRS Accounting Standards: Year Ended December 31, 2025 2024 2023 (Millions of Pesos)(1) Revenues Ps. 58,878.2 Ps. 62,260.9 Ps. 66,222.8 Segment cost of sales (2) (22,089.2) (24,761.5) (25,781.1) Segment selling expenses (2) (7,578.7) (8,654.8) (8,610.6) Segment administrative expenses (2) (6,362.2) (5,841.7) (6,921.0) Intercompany operations (3) 173.8 155.0 120.4 Operating segment income (4) 23,021.9 23,157.9 25,030.5 Corporate expenses (448.9) (756.0) (1,031.2) Intercompany operations (3) (173.8) (155.0) (120.4) Depreciation and amortization (17,160.5) (20,510.9) (21,107.3) Other expense, net (1,013.8) (4,554.9) (913.8) Operating income (loss) (5) Ps. 4,224.9 Ps. (2,818.9) Ps. 1,857.8 (1) Certain data set forth in the table above may vary from the corresponding data set forth in our consolidated statements of income for the years ended December 31, 2025, 2024 and 2023 included in this annual report due to differences in rounding. (2) Segment cost of sales excluded depreciation and amortization in the amount of Ps.14,305.6 million, Ps.16,355.6 million and Ps.17,516.3 million in 2025, 2024 and 2023, respectively. Segment selling expenses excluded depreciation and amortization in the amount of Ps.143.1 million, Ps.160.4 million and Ps.237.6 million in 2025, 2024 and 2023, respectively. Segment administrative expenses excluded corporate expenses in the amount of Ps.448.9 million, Ps.756.0 million and Ps.1,031.2 million in 2025, 2024 and 2023, respectively, and depreciation and amortization in the amount of Ps.2,711.8 million, Ps.3,994.9 million and Ps.3,353.4 million in 2025, 2024 and 2023, respectively. (3) Intercompany operations related to intercompany leases that were not eliminated at the operating segment income level. (4) The operating segment income data set forth in this annual report does not include corporate expenses, depreciation and amortization, and other expense, net, in any year presented but are presented herein to facilitate the discussion of our Telecom segment results. (5) Consolidated operating income (loss) reflects corporate expenses, intercompany operations, depreciation and amortization, and other expense, net, in the years presented. See Note 26 to our consolidated year-end financial statements. The following table presents the results for each of our revenue streams and our single business segment. Year Ended December 31,(1) Revenues 2025 2024 2023 Residential 71.6 % 69.0 % 66.6 % Satellite 21.1 24.1 26.6 Enterprise 7.3 6.9 6.8 Telecom revenues 100.0 % 100.0 % 100.0 % 66 Table of Contents The following table presents our consolidated operating income or loss as a percentage of our total consolidated revenues: Year Ended December 31,(1) 2025 2024 2023 Revenues Segment cost of sales (2) 37.5 % 39.8 % 38.9 % Segment selling expenses (2) 12.9 13.9 13.0 Segment administrative and corporate expenses (2) 11.6 10.6 12.0 Depreciation and amortization 29.1 32.9 31.9 Other expense, net 1.7 7.3 1.4 Consolidated operating income (loss) 7.2 (4.5) 2.8 Total consolidated revenues 100.0 % 100.0 % 100.0 % (1) Certain data set forth in these tables may vary from the corresponding data set forth in our consolidated year-end financial statements due to differences in rounding. See Note 26 to our consolidated year-end financial statements. (2) Excluding depreciation and amortization. Preponderant Economic Agent Status For a discussion of the consequences regarding IFT’s March 6, 2014 decision determining that we, together with other entities with concessions to provide broadcast television, are preponderant economic agents in the broadcasting sector in Mexico see “Key Information—Risk Factors—Risk Factors Related to Mexico—The Amendment of Various Provisions of the Mexican Constitution Related to Telecommunications, and the LMTR, May Significantly and Adversely Affect the Business, Results of Operations and Financial Results of Our Business Segment”. For a discussion regarding the opportunities and options for us as a result of IFT’s determination that Grupo Carso, S.A.B de C.V., Grupo Financiero Inbursa, S.A.B. de C.V., and other entities are preponderant economic agents in the telecommunications market in Mexico see “Information on the Company—Business Overview—Business Strategy—Expanding our Business in the Mexican Telecommunications Markets by Taking Advantage of the Telecom Reform and Implementing Legislation”. 67 Table of Contents Results of Operations for the Year Ended December 31, 2025, Compared to the Year Ended December 31, 2024 RESULTS OF OPERATIONS Revenues The following table presents full year consolidated results ended December 31, 2025 and 2024, for each of our revenue categories, in millions of Mexican pesos. Revenues: 2025 % 2024 % Change % Residential Ps. 42,181.6 71.6 Ps. 42,960.4 69.0 (1.8) Satellite 12,397.0 21.1 15,034.7 24.1 (17.5) Enterprise 4,299.6 7.3 4,265.8 6.9 0.8 Total Revenues Ps. 58,878.2 100.0 Ps. 62,260.9 100.0 (5.4) Revenues decreased by 5.4% to Ps.58,878.2 million in 2025 compared with Ps.62,260.9 million in 2024. This decrease was mainly due to the revenue decline in Satellite services. Residential Revenues Residential revenues are derived from the provision of cable and telecommunication services, as well as advertising revenues. Revenues relating to pay-TV services generally consist of monthly subscription fees for basic and premium service packages, fees charged for pay-per-view programming as well as monthly rental and one-time installation fees, broadband internet and telephone services subscription. Revenues relating to pay-TV advertising consist of revenues from the sale of advertising on certain companies in the residential services. Rates are based on the day and time the advertising is aired, as well as the type of programming in which the advertising is aired. Pay-TV subscription and advertising rates are adjusted periodically in response to inflation and in accordance with market conditions. Residential revenues represented 71.6% and 69.0% of our total revenues for the years ended December 31, 2025 and 2024, respectively, and decreased by Ps.778.8 million, or 1.8%, to Ps.42,181.6 million for the year ended December 31, 2025, from Ps.42,960.4 million for the year ended December 31, 2024. Total revenue generating units, or RGUs, of about 15.5 million for the year ended December 31, 2025. Total net additions for the year ended December 31, 2025, increased 335.2 thousand RGUs, primarily driven by an increase of 318.9 thousand mobile RGUs, 169.4 thousand voice RGUs, and 46.9 thousand broadband RGUs. On the other hand, we lost 199.9 thousand video RGUs. The following table sets forth the breakdown of RGUs per service type for our Residential Services as of December 31, 2025 and 2024. 2025 2024 Video 3,646,569 3,846,518 Broadband (data) 5,673,123 5,626,206 Voice 5,552,313 5,382,949 Mobile 652,860 333,973 RGUs 15,524,865 15,189,646 Satellite Revenues Satellite revenues are primarily derived from program services, activation fees and equipment rental to subscribers, national advertising revenues and broadband internet services, and telephone services to its subscribers. Satellite revenues represented 21.1% and 24.1% of revenues for the years ended December 31, 2025 and 2024, respectively, and decreased by Ps.2,637.7 million, or 17.5%, to Ps.12,397.0 million for the year ended December 31, 2025, from Ps.15,034.7 million for the year ended December 31, 2024. 68 Table of Contents Total disconnections for the year ended December 31, 2025, were approximately 1.3 million RGUs, driven mainly by decreases of 1.2 million video RGUs and 125.5 thousand broadband RGUs. In addition, we lost 5.9 thousand mobile RGUs. The following table presents the breakdown of RGUs by service type for Satellite Services as of December 31, 2025 and 2024. 2025 2024 Video 3,516,196 4,696,038 Broadband (data) 225,376 350,885 Voice 149 197 Mobile 9,631 15,501 RGUs 3,751,352 5,062,621 Enterprise Revenues Enterprise revenues are derived primarily from providing data and long-distance services solutions to carriers and other telecommunications service providers through a fiber-optic network. Enterprise revenues represented 7.3% and 6.9% of revenues for the years ended December 31, 2025 and 2024, respectively, and increased by Ps.33.8 million, or 0.8%, to Ps.4,299.6 million for the year ended December 31, 2025, from Ps.4,265.8 million for the year ended December 31, 2024. This increase was due to new contracts with customers that generated revenues for interconnected network and internet services. Cost of Sales Cost of sales decreased by Ps.2,672.3 million, or 10.8%, to Ps.22,089.2 million for the year ended December 31, 2025, from Ps.24,761.5 million for the year ended December 31, 2024. The decrease mainly reflects lower programming costs, personnel costs, leases and services costs and signal costs, offset by an increase in network interconnection costs. Selling Expenses Selling expenses decreased by Ps.1,076.1 million, or 12.4%, to Ps.7,578.7 million for the year ended December 31, 2025, from Ps.8,654.8 million for the year ended December 31, 2024. The decrease reflects lower personnel costs and promotion costs. Administrative and Corporate Expenses Administrative and corporate expenses increased by Ps.213.4 million, or 3.2%, to Ps.6,811.1 million for the year ended December 31, 2025, from Ps.6,597.7 million for the year ended December 31, 2024. The increase mainly reflects higher personnel and fee expenses, offset by a decrease in leases and services costs, as well as maintenance costs. Corporate expenses decreased by Ps.307.1 million, or 40.6%, to Ps.448.9 million in 2025, from Ps.756.0 million in 2024. The decrease primarily reflected a decline in share-based compensation expense, which was partially offset by an increase in other corporate expense. Share-based compensation expense in 2025 and 2024 was Ps.373.5 million and Ps.488.8 million, respectively, and was accounted for as corporate expense. Share-based compensation expense is measured at fair value at the time the equity benefits are conditionally sold to officers and employees and is recognized over the vesting period. Operating Segment Income Operating segment income decreased by Ps.136.0 million, or 0.6% to Ps.23,021.9 million, compared to Ps.23,157.9 million in 2024. The margin reached 39.1%, a year-over-year increase of approximately 190 basis points. 69 Table of Contents Depreciation and Amortization Depreciation and amortization expense decreased by Ps.3,350.4 million, or 16.3%, to Ps.17,160.5 million for the year ended December 31, 2025, from Ps.20,510.9 million for the year ended December 31, 2024. Other Expense, Net Other expense, net, decreased by Ps.3,541.1 million, or 77.7%, to Ps.1,013.8 million for the year ended December 31, 2025, from Ps.4,554.9 million for the year ended December 31, 2024. This decrease reflected primarily: (i) the absence in 2025 of impairment adjustments recognized in the fourth quarter of 2024 in connection with goodwill, intangible assets and other long-lived assets; (ii) the absence in 2025 of a write-off made in 2024 of unrecoverable indirect taxes; (iii) the absence in 2025 of provisions made in 2024 for legal expenses; (iv) the absence in 2025 of surcharges recognized in 2024 for payments of income taxes from prior years; (v) lower non-recurring severance expenses in connection with headcount reductions; and (vi) an insurance claim recovery. These favorable variances were partially offset primarily by the absence in 2025 of a non-cash gain on the sale of property to certain companies in our former Other Businesses segment that we recognized on January 31, 2024, in connection with the spin-off that we carried out on that date. Finance Expense, Net Finance expense, net, significantly impacts our consolidated financial statements in periods of currency fluctuations. Under IFRS Accounting Standards, finance income or expense, net, reflects: ● interest expense; ● interest income; ● foreign exchange gain or loss attributable to monetary assets and liabilities denominated in foreign currencies; and ● other finance income or expense, net, including gains or losses from derivative instruments. Our foreign exchange position is affected by our assets or liabilities denominated in foreign currencies, primarily U.S. dollars. We record a foreign exchange gain or loss if the exchange rate of the Mexican peso to the other currencies in which our monetary assets or liabilities are denominated varies. Finance expense, net, decreased by Ps.554.8 million, or 11.8%, to Ps.4,140.3 million for the year ended December 31, 2025, from Ps.4,695.1 million for the year ended December 31, 2024. This decrease reflected (i) a Ps.466.9 million decrease in interest expense, primarily in connection with a lower average principal amount of debt, and a lower average U.S. dollar exchange rate for the year ended December 31, 2025; and (ii) a Ps.1,236.4 million favorable change in foreign exchange gain or loss, net, resulting primarily from a 13.7% appreciation of the Mexican peso against the U.S. dollar on a lower average U.S. dollar-denominated net liability position for the year ended December 31, 2025, compared with a 23.2% depreciation of the Mexican peso against the U.S. dollar on an average U.S. dollar-denominated net liability position for the year ended December 31, 2024. These favorable variances were partially offset by (i) a Ps.677.1 million decrease in interest income, explained primarily by lower interest rates applicable to our cash equivalents in Mexican pesos and U.S. dollars in 2025, and a lower average U.S. dollar exchange rate applicable to our interest income from U.S. dollar cash equivalents for the year ended December 31, 2025; and (ii) a Ps.471.4 million decrease in other finance income, net, resulting from a lower gain in fair value of our derivatives contracts for the year ended December 31, 2025. Share of Loss of Associates and Joint Ventures, Net This line item reflects our equity participation in the operating results and net assets of unconsolidated businesses in which we maintain an interest (significant influence or joint control), but which we do not control. We recognize equity in losses of associates and joint ventures up to the amount of our initial investment, subsequent capital contributions and long-term loans, or beyond that amount when we have made guaranteed commitments in respect of obligations incurred by associates and joint ventures. 70 Table of Contents Share of loss of associates and joint ventures, net, increased by Ps.905.5 million, to Ps.1,088.1 million for the year ended December 31, 2025, from Ps.182.6 million for the year ended December 31, 2024. This increase reflected a higher share of loss of TelevisaUnivision, Inc. (“TelevisaUnivision”) for the year ended December 31, 2025. Share of loss of associates and joint ventures, net, for the year ended December 31, 2025, included primarily our share of loss of TelevisaUnivision. During 2025, TelevisaUnivision recognized non-recurring non-cash charges to income, primarily in connection with write-offs of program rights, which resulted in our share of loss of TelevisaUnivision for that year. Income Taxes Income taxes increased by Ps.7,242.9 million, to Ps.7,931.5 million for the year ended December 31, 2025, from Ps.688.6 million for the year ended December 31, 2024. This increase reflected primarily (i) a non-cash write-off of deferred income tax assets in the amount of Ps.3,569.3 million, derived from capital tax losses that expired on that date; (ii) a non-cash write-off of deferred income tax assets in the amount of Ps.2,947.6 million, recognized in the fourth quarter of 2025, and derived from certain deductible temporary differences which are not expected to be used with available future taxable income; and (iii) the non-deductible tax effect of our share of loss of associates and joint ventures for the year ended December 31, 2025. The Mexican corporate income tax rate was 30% in each of the years 2025, 2024 and 2023. Net Income or Loss Attributable to Non-controlling Interests Net income or loss attributable to non-controlling interests reflects that portion of operating results attributable to the interests held by third parties in the businesses, which are not wholly-owned by us. Net income or loss attributable to non-controlling interests changed by Ps.296.2 million to a net income of Ps.233.3 million for the year ended December 31, 2025, compared with a net loss of Ps.62.9 million for the year ended December 31, 2024. This change reflected primarily the net income attributable to non-controlling interests for the year ended December 31, 2025. Net Loss Attributable to Stockholders of the Company Net loss attributable to stockholders of the Company amounted to Ps.9,168.3 million for the year ended December 31, 2025, from Ps.8,265.5 million for the year ended December 31, 2024. The increase of Ps.902.8 million, reflected: ● a Ps.7,242.9 million increase in income taxes, primarily in connection with non-cash write-offs of deferred income tax assets in the aggregate amount of Ps.6,516.9 million derived from both capital tax losses that expired on December 31, 2025, and certain deductible temporary differences which are not expected to be utilized with available future taxable income; ● a Ps.905.5 million increase in share of loss of associates and joint ventures, net; ● a Ps.296.2 million unfavorable change in net income or loss attributable to non-controlling interests; and ● the absence in 2025 of a Ps.56.8 million income from discontinued operations for the one-month period ended January 31, 2024, in connection with the Spin-Off that we carried out on that date. These favorable variances were partially offset by: ● a Ps.3,502.7 million increase in operating income before other expense; ● a Ps.3,541.1 million decrease in other expense, net; and ● a Ps.554.8 million decrease in finance expense, net. 71 Table of Contents Results of Operations for the Year Ended December 31, 2024, Compared to the Year Ended December 31, 2023 RESULTS OF OPERATIONS Revenues The following table presents full year consolidated results ended December 31, 2024 and 2023, for each of our revenue lines and our business segment, in millions of Mexican pesos. Revenues: 2024 % 2023 % Change % Residential Ps. 42,960.4 69.0 Ps. 44,110.9 66.6 (2.6) Satellite 15,034.7 24.1 17,582.2 26.6 (14.5) Enterprise 4,265.8 6.9 4,529.7 6.8 (5.8) Total Revenues Ps. 62,260.9 100.0 Ps. 66,222.8 100.0 (6.0) Revenues decreased by 6.0% to Ps.62,260.9 million in 2024 compared with Ps.66,222.8 million in 2023. This decrease was mainly due to the revenue decline in Satellite services. Residential Revenues Residential revenues represented 69.0% and 66.6% of our total revenues for the years ended December 31, 2024 and 2023, respectively, and decreased by Ps.1,150.5 million, or 2.6%, to Ps.42,960.4 million for the year ended December 31, 2024, from Ps.44,110.9 million for the year ended December 31, 2023. Total revenue generating units, or RGUs, of about 15.2 million for the year ended December 31, 2024. Total net change for the year ended December 31, 2024, decreased 207 thousand RGUs, due to decreases in our services of video and broadband. The following table sets forth the breakdown of RGUs per service type for our Residential Services as of December 31, 2024 and 2023. 2024 2023 Video 3,846,518 4,059,494 Broadband (data) 5,626,206 5,678,431 Voice 5,382,949 5,351,145 Mobile 333,973 307,807 RGUs 15,189,646 15,396,877 72 Table of Contents Satellite Revenues Satellite revenues represented 24.1% and 26.6% of revenues for the years ended December 31, 2024 and 2023, respectively, and decreased by Ps.2,547.5 million, or 14.5%, to Ps.15,034.7 million for the year ended December 31, 2024, from Ps.17,582.2 million for the year ended December 31, 2023. Total disconnections for the year ended December 31, 2024, were approximately 1.1 million RGUs. This was mainly driven by the loss of 871.4 thousand video RGUs and 181.2 thousand broadband and mobile net disconnections. In addition, closed the year with 97,809 video RGUs in Central America and the Dominican Republic. The following table presents the breakdown of RGUs by service type for Satellite Services as of December 31, 2024 and 2023. 2024 2023 Video 4,696,038 5,567,426 Broadband (data) 350,885 515,089 Voice 197 344 Mobile 15,501 32,502 RGUs 5,062,621 6,115,361 Enterprise Revenues Enterprise revenues represented 6.9% and 6.8% of revenues for the years ended December 31, 2024 and 2023, respectively, and decreased by Ps.263.9 million, or 5.8%, to Ps.4,265.8 million for the year ended December 31, 2024, from Ps.4,529.7 million for the year ended December 31, 2023. Cost of Sales Cost of sales decreased by Ps.1,019.6 million, or 4.0%, to Ps.24,761.5 million for the year ended December 31, 2024, from Ps.25,781.1 million for the year ended December 31, 2023. The decrease mainly reflects lower personnel costs, maintenance costs and signals costs, partially offset by an increase in leases and services costs. Selling Expenses Selling expenses increased by Ps.44.2 million, or 0.5%, to Ps.8,654.8 million for the year ended December 31, 2024, compared to Ps.8,610.6 million for the year ended December 31, 2023. This increase primarily reflects higher advertising and promotional expenses, as well as increased personnel-related costs. Administrative and Corporate Expenses Administrative and corporate expenses decreased by Ps.1,354.5 million, or 17.0%, to Ps.6,597.7 million for the year ended December 31, 2024, from Ps.7,952.2 million for the year ended December 31, 2023. The decrease mainly reflects lower expenses on leases and services and lower personnel costs. Corporate expenses decreased by Ps.275.2 million, or 26.7%, to Ps.756.0 million in 2024, from Ps.1,031.2 million in 2023. The decrease reflected primarily a lower share-based compensation expense, as well as a decrease in other non-allocated corporate expenses. Share-based compensation expense in 2024 and 2023 amounted to Ps.488.8 million and Ps.739.8 million, respectively, and was accounted for as corporate expense. Share-based compensation expense is measured at fair value at the time the equity benefits are conditionally sold to officers and employees and is recognized over the vesting period. Operating Segment Income Operating segment income decreased by Ps.1,872.6 million, or 7.5% to Ps.23,157.9 million, compared to Ps.25,030.5 million in 2023. The margin reached 37.2%, a year-over-year decrease of approximately 60 basis points. 73 Table of Contents Depreciation and Amortization Depreciation and amortization expense decreased by Ps.596.4 million, or 2.8%, to Ps.20,510.9 million for the year ended December 31, 2024, from Ps.21,107.3 million for the year ended December 31, 2023. Other Expense, Net Other expense, net, increased by Ps.3,641.1 million, to Ps.4,554.9 million in 2024, from Ps.913.8 million in 2023. This increase reflected primarily non-cash items including (i) non-cash impairment adjustments in connection with goodwill, intangible assets and other long-lived assets; (ii) a non-cash loss on disposal of property and equipment; (iii) surcharges recognized in 2024 for income taxes from prior years; and (iv) a net write-off of unrecoverable indirect taxes in 2024. These unfavorable variances were partially offset by (i) a non-cash gain on sale of property to certain companies in our former Other Businesses segment that we recognized on January 31, 2024, in connection with the spin-off that we carried out on that date; (ii) a decrease in non-recurring severance expense in connection with headcount reductions; and (iii) the absence in 2024 of other expense related to damage caused by Hurricane “Otis” in 2023. Finance Expense, Net Finance expense, net, significantly impacts our consolidated financial statements in periods of currency fluctuations. Under IFRS Accounting Standards, finance income or expense, net, reflects: ● interest expense; ● interest income; ● foreign exchange gain or loss attributable to monetary assets and liabilities denominated in foreign currencies; and ● other finance income or expense, net, including gains or losses from derivative instruments. Our foreign exchange position is affected by our assets or liabilities denominated in foreign currencies, primarily U.S. dollars. We record a foreign exchange gain or loss if the exchange rate of the Mexican peso to the other currencies in which our monetary assets or liabilities are denominated varies. Finance expense, net, decreased by Ps.150.8 million, or 3.1%, to Ps.4,695.1 million in 2024, from Ps.4,845.9 million in 2023. This decrease reflected: (i) a Ps.163.7 million increase in interest income, explained primarily by both a higher average amount of cash and cash equivalents in 2024, and higher interest rates for increased cash equivalents denominated in Mexican pesos in 2024; (ii) a Ps.908.5 million favorable change in other finance income or loss, net, resulting from a net gain in fair value of our derivative contracts for the year ended December 31, 2024. These favorable variances were partially offset by (i) a Ps.233.4 million increase in interest expense, primarily in connection with the absence in 2024 of a net finance income related to the repurchase and prepayment of long-term debt in 2023, which was partially offset by lower interest expense resulting primarily from a lower average principal amount of debt in 2024; and (ii) a Ps.688.0 million increase in foreign exchange loss, net, resulting primarily from a 23.2% depreciation of the Mexican peso against the U.S. dollar on an average U.S. dollar-denominated net liability position in the year ended December 31, 2024, compared with a 13.1% appreciation of the Mexican peso against the U.S. dollar on an average U.S. dollar-denominated net asset position in the year ended December 31, 2023. 74 Table of Contents Share of Loss of Associates and Joint Ventures, Net This line item reflects our equity participation in the operating results and net assets of unconsolidated businesses in which we maintain an interest (significant influence or joint control), but which we do not control. We recognize equity in losses of associates and joint ventures up to the amount of our initial investment, subsequent capital contributions and long-term loans, or beyond that amount when we have made guaranteed commitments in respect of obligations incurred by associates and joint ventures. Share of loss of associates and joint ventures, net, decreased by Ps.3,904.0 million, to Ps.182.6 million in 2024, from a Ps.4,086.6 million in 2023. This decrease reflected a lower share of loss of TelevisaUnivision for the year ended December 31, 2024, primarily in connection with a lower amount of non-cash impairment adjustments for goodwill and indefinite-lived intangible assets recognized by TelevisaUnivision in the fourth quarter of 2024. Share of loss of associates and joint ventures, net, for the year ended December 31, 2024, included primarily our share of loss of TelevisaUnivision. Income Taxes Income taxes decreased by Ps.1,672.1 million, to Ps.688.6 million for the year ended December 31, 2024, from Ps.2,360.7 million for the year ended December 31, 2023. This decrease reflected primarily a lower amount of income tax expense in 2024, primarily in connection with a lower recognition of income taxes from prior years and a decrease in write-off of deferred income tax assets. The Mexican corporate income tax rate was 30% in each of the years 2024, 2023 and 2022. Income from Discontinued Operations, Net In connection with the Spin-off that we carried out on January 31, 2024, we began presenting the results of operations of the Spun-off Businesses as income from discontinued operations in our consolidated statements of income for the period of one month ended January 31, 2024, and for any comparative period presented. We recognized income from discontinued operations in the amount of Ps.56.8 million and Ps.628.1 million for the month ended January 31, 2024 and the year ended December 31, 2023, respectively, reflecting the consolidated net income of our Spun-off Businesses for those periods. Net Loss Attributable to Non-controlling Interests Net loss attributable to non-controlling interests reflects that portion of operating results attributable to the interests held by third parties in the businesses, which are not wholly owned by us. Net loss attributable to non-controlling interests decreased by Ps.321.7 million to Ps.62.9 million for the year ended December 31, 2024, compared with Ps.384.6 million in the year ended December 31, 2023. This decrease reflected primarily a lower net loss attributable to non-controlling interests. Net Loss Attributable to Stockholders of the Company Net loss attributable to stockholders of the Company amounted to Ps.8,265.5 million for the year ended December 31, 2024, compared with Ps.8,422.7 million for the year ended December 31, 2023. The decrease of Ps.157.2 million, reflected: ● a Ps.150.8 million decrease in finance expense, net; ● a Ps.3,904.0 million decrease in share of loss of associates and joint ventures, net; and ●a Ps.1,672.1 million decrease in income taxes. These favorable variances were partially offset by: ● a Ps.1,035.6 million decrease in operating income before other expense; 75 Table of Contents ● a Ps.3,641.1 million increase in other expense, net, primarily in connection with non-cash impairment adjustments of intangible assets and other long-lived assets; ● a Ps.571.3 million decrease in income from discontinued operations; and ● a Ps.321.7 million decrease in net loss attributable to non-controlling interests. Effects of Depreciation and Inflation The following table sets forth, for the periods indicated: ● the percentage that the Peso depreciated or appreciated against the U.S. Dollar; ● the Mexican inflation rate; ● the U.S. inflation rate; and ● the percentage change in Mexican GDP compared to the prior period. Year Ended December 31, 2025 2024 2023 (Appreciation) depreciation of the Peso as compared to the U.S. Dollar (1) (13.7) % 23.2 % (13.1) % Mexican inflation rate (2) 3.7 4.2 4.7 U.S. inflation rate 2.7 2.9 3.4 Increase in Mexican GDP (3) 0.8 1.2 3.2 (1) Based on changes in the Interbank Rates, as reported by Banco Citi México, S.A., at the end of each period, which were as follows: Ps.16.9325 as of December 31, 2023, Ps.20.8691 as of December 31, 2024 and Ps.18.0165 as of December 31, 2025. (2) Based on changes in the NCPI from the previous period, as reported by the Mexican Central Bank, which were as follows: 132.4 in 2023; 137.9 in 2024 and 143.6 in 2025. (3) As estimated by the Instituto Nacional de Estadística, Geografía e Informática, or INEGI. The general condition of the Mexican economy, the depreciation 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: ● Advertising and Other Revenues. Inflation in Mexico adversely affects consumers. As a result, our advertising customers may purchase less advertising, which would reduce our advertising revenues, and consumers may reduce expenditures for our other products and services, including pay-TV services. ● Foreign Currency-Denominated Revenues and Operating Costs and Expenses. We have substantial operating costs and expenses denominated in foreign currencies, primarily in U.S. Dollars. These costs are principally due to internet services and managed services to national and international operators, as well as programming costs for residential and satellite services. The following table sets forth our foreign currency-denominated revenues and operating costs and expenses stated in millions of U.S. Dollars for 2025, 2024 and 2023: Year Ended December 31, 2025 2024 2023 (Millions of U.S. Dollars) Revenues U.S.$ 109 U.S.$ 125 U.S.$ 124 Operating costs and expenses 267 243 317 76 Table of Contents On a consolidated basis, in 2025, 2024 and 2023, our foreign-currency-denominated costs and expenses exceeded our foreign-currency-denominated revenues. As a result, we could be exposed to future depreciation of the Peso, which would increase the Peso equivalent of our foreign-currency-denominated costs and expenses. ● Finance Expense, Net. The depreciation of the Peso as compared to the U.S. Dollar generates foreign exchange losses relating to our net U.S. Dollar-denominated liabilities and increases the Peso equivalent of our interest expense on our U.S. Dollar-denominated indebtedness. Foreign exchange losses, and increased interest expense increase our finance expense, net. We have also entered into and will continue to consider entering into additional financial instruments to hedge against Peso depreciation and reduce our overall exposure to the depreciation of the Peso as compared to the U.S. Dollar, inflation and high interest rates. We cannot assure you that we will be able to enter into financial instruments to protect ourselves from the effects of the depreciation of the Peso as compared to the U.S. Dollar, inflation and increases in interest rates, or if so, on favorable terms. In the past, we have designated, and from time to time in the future we may designate, certain of our investments or other assets as effective hedges against Peso depreciations. See “Key Information—Risk Factors—Risk Factors Related to Mexico”, “Quantitative and Qualitative Disclosures About Market Risk—Market Risk Disclosures” and Note 4 to our consolidated year-end financial statements. IFRS Accounting Standards Our consolidated financial information as of December 31, 2025 and 2024 and for the years ended December 31, 2025, 2024 and 2023 was prepared in accordance with IFRS Accounting Standards as issued by the IASB. Below is a list of the new and amended IFRS Accounting Standards that have been issued by the IASB and are effective for annual periods starting on or after January 1, 2026, 2027 and 2028. Our management does not expect the pronouncements effective for annual periods beginning on January 1, 2026 to have a material impact on our consolidated financial statements. Our management is in the process of assessing the potential impact those pronouncements effective for annual periods beginning on or after January 1, 2026 will have on our consolidated financial statements. Some amendments and improvements to certain IFRS Accounting Standards became effective on January 1, 2026, and did not have any significant impact on our consolidated financial statements. Effective for Annual Reporting New or Amended IFRS Accounting Periods Beginning Standard Title of the IFRS Accounting Standard On or After Annual improvements (1) Annual Improvements to IFRS Accounting Standards – Volume 11 January 1, 2026 Amendments to IFRS 9 and IFRS 7 (1) Amendments to the classification and Measurement of Financial Instruments January 1, 2026 IFRS 18 Presentation and Disclosure in Financial Statements January 1, 2027 IFRS 19 (1) (2) Subsidiaries without Public Accountability: Disclosures January 1, 2027 Amendments to IFRS 10 and IAS 28 Sale or Contribution of Assets between an Investor and its Associate or Joint Venture Postponed Amendments to IFRS 9 and IFRS 7 (1) Contracts Referencing Nature-dependent Electricity January 1, 2026 Amendments to IFRS 19 (1) Subsidiaries without Public Accountability: Disclosures January 1, 2027 Amendments to IAS 21 (1) Translation to a Hyperinflationary Presentation Currency January 1, 2027 (1) This new or amended IFRS Accounting Standard is not expected to have a significant impact on our consolidated financial statements. (2) An entity may elect to apply this IFRS Accounting Standard for reporting periods beginning on or after this date. 77 Table of Contents Annual Improvements to IFRS Accounting Standards – Volume 11, were issued by the IASB in July 2024. These amendments include clarifications, simplifications, corrections and changes aimed at improving the consistency of several IFRS Accounting Standards. These amendments are effective for annual periods beginning on or after January 1, 2026, with early application permitted. The following table lists the amended IFRS Accounting Standards or guidance and the subject of the amendments. Amended IFRS Accounting Standard or Guidance Subject of Amendments IFRS 1 First-time Adoption of International Financial Reporting Standards Hedge accounting by a first-time adopter IFRS 7 Financial Instruments: Disclosures Gain or loss on derecognition Guidance on implementing IFRS 7 Financial Instruments: Disclosures Introduction - Disclosure of deferred difference between fair value and transaction price - Credit risk disclosures IFRS 9 Financial Instruments Derecognition of lease liabilities - Transaction price IFRS 10 Consolidated Financial Statements Determination of a ‘de facto agent’ IAS 7 Statement of Cash Flows Cost method Amendments to IFRS 9 and IFRS 7 Amendments to the Classification and Measurement of Financial Instruments, were issued by the IASB in May 2024, to address the classification of financial assets with environmental, social and corporate governance (ESG) and similar features, by clarifying how the contractual cash flows on loans with ESG-linked features should be assessed. These amendments also address the settlement of liabilities through electronic payment systems, by clarifying the date on which a financial asset or financial liability is derecognized and developing an accounting policy option to allow a company to derecognize a financial liability before it delivers cash on the settlement date if specified criteria are met. The amendments are effective for annual reporting periods beginning on or after January 1, 2026, with early application permitted. IFRS 18 Presentation and Disclosure in Financial Statements (“IFRS 18”), was issued by the IASB in April 2024, introducing new requirements to improve comparability in the statement of income; enhance transparency of management-defined performance measures; and provide more useful grouping of information in the financial statements. IFRS 18 replaces IAS 1 Presentation of Financial Statements (“IAS 1”) and carries forward many requirements from IAS 1 unchanged. IFRS 18 introduces three defined categories for income and expenses: operating, investing and financing, to improve the structure of the statement of income, and requires all companies to provide new defined subtotals, including operating profit. All entities are additionally required to use the operating profit subtotal as the single starting point for the indirect method of reporting cash flows from operating activities. IFRS 18 also requires companies to disclose explanations of those company-specific measures that are related to the statement of income, referred to as management-defined performance measures (“MPMs”). MPMs are required to be disclosed in the financial statements in a single note with reconciliations to IFRS Accounting Standards measures. IFRS 18 sets out enhanced guidance on how to organize information and whether to provide it in the primary financial statements or in the notes. IFRS 18 is effective for annual reporting periods beginning on or after January 1, 2027, with early application permitted. Upon adoption, IFRS 18 should be applied on a fully retrospective basis, requiring the restatement of the comparative periods presented in an entity’s financial statements. Our management continues assessing the impact of adoption of IFRS 18 on our consolidated financial statements and has started the implementation of this IFRS Accounting Standard. The adoption of IFRS 18 will primarily affect (i) the classification of certain items of income and expense into the new categories of the consolidated statement of income, with an impact on the reported consolidated operating income, which effect has not been determined yet; and (ii) certain presentation of the operating activities in the consolidated statement of cash flows. IFRS 19 Subsidiaries without Public Accountability: Disclosures (“IFRS 19”), was issued by the IASB in May 2024, to permit eligible subsidiaries to use IFRS Accounting Standards with reduced disclosures. Applying IFRS 19 will reduce the costs of preparing subsidiaries’ financial statements while maintaining the usefulness of the information for users of their financial statements. When a parent company prepares consolidated financial statements that comply with IFRS Accounting Standards, its subsidiaries are required to report to the parent using IFRS Accounting Standards. However, for their own financial statements, subsidiaries are permitted to use IFRS Accounting Standards, the IFRS for SMEs Accounting Standard or national accounting standards. Subsidiaries are eligible to apply IFRS 19 if they do not have public accountability, and their parent company applies IFRS Accounting Standards in their consolidated financial statements. A subsidiary does not have public accountability if it does not have equities or debt listed on a stock exchange and does not hold assets in a fiduciary capacity for a broad group of outsiders. An entity may elect to apply this Standard for reporting periods beginning on or after January 1, 2027. Earlier application is permitted. 78 Table of Contents Amendments to IFRS 10 and IAS 28 Sale or Contribution of Assets between an Investor and its Associate or Joint Venture, were issued by the IASB in September 2014, and addressed and acknowledged an inconsistency between the requirements in IFRS 10 Consolidated Financial Statements and those in IAS 28 Investments in Associates and Joint Ventures, in dealing with the sale or contribution of assets between an investor and its associate or joint venture. The main consequence of the amendments is that a full gain or loss is recognized when a transaction involves a business (whether it is housed in a subsidiary or not). A partial gain or loss is recognized when a transaction involves assets that do not constitute a business, even if these assets are housed in a subsidiary. In December 2015, the IASB decided to postpone the effective date of these amendments indefinitely. Entities are required to apply these amendments prospectively to the sale or contribution of assets occurring in annual periods beginning on or after a date to be determined by the IASB. Earlier application is permitted. If an entity applies these amendments earlier, it shall disclose that fact. Amendments to IFRS 9 and IFRS 7 Contracts Referencing Nature-dependent Electricity, were issued by the IASB in December 2024, to help companies report the financial effects of nature-dependent electricity contracts, which are often structured as power purchase agreements. Nature-dependent electricity contracts help companies to secure their electricity supply from sources such as wind and solar power. The amount of electricity generated under these contracts can vary based on uncontrollable factors such as weather conditions. Current accounting requirements may not adequately capture how these contracts affect a company’s performance. These amendments are required to be applied for annual reporting periods beginning on or after January 1, 2026. Companies can apply the amendments earlier. Amendments to IFRS 19 Subsidiaries without Public Accountability: Disclosures, were issued by the IASB in August 2025, and included reduced disclosure requirements for other Standards or amendments issued up to February 2021. The newly issued amendments to IFRS 19 help eligible subsidiaries by reducing disclosure requirements for Standards and amendments issued between February 2021 and May 2024, specifically: (i) IFRS 18 Presentation and Disclosure in Financial Statements; (ii) Supplier Finance Arrangements (Amendments to IAS 7 and IFRS 7); (iii) International Tax Reform—Pillar Two Model Rules (Amendments to IAS 12); (iv) Lack of Exchangeability (Amendments to IAS 21); and (v) Amendments to the Classification and Measurement of Financial Instruments (Amendments to IFRS 9 and IFRS 7). With these amendments, IFRS 19 reflects the changes to IFRS Accounting Standards that take effect up to January 1, 2027, when IFRS 19 will be applicable. Amendments to IAS 21 Translation to a Hyperinflationary Presentation Currency, were issued by the IASB in November 2025 and clarify how companies should translate financial statements from a non-hyperinflationary currency into a hyperinflationary one. These amendments require an entity to translate amounts from a functional currency that is the currency of a non-hyperinflationary economy to a presentation currency that is the currency of a hyperinflationary economy using the closing rate at the date of the most recent statement of financial position. The amendments to IAS 21 The Effect of Changes in Foreign Exchange Rates are effective for annual periods beginning on or after January 1, 2027, with early application permitted. Critical Accounting Estimates and Assumptions We have identified certain key accounting policies upon which our consolidated financial condition and results of operations are dependent. The application of these key accounting policies often involves complex considerations and assumptions and the making of subjective judgments or decisions on the part of our management. In the opinion of our management, our most Critical Accounting Estimates and Assumptions under IFRS Accounting Standards are those related to the accounting for goodwill and other indefinite-lived intangible assets, long-lived assets, deferred income taxes and financial assets measured at fair value. For a full description of these and other accounting policies, see Note 2 to our consolidated year-end financial statements. (a)Goodwill and Other Indefinite-lived Intangible Assets Goodwill and other intangible assets with indefinite useful lives are reviewed for impairment at least annually. An impairment loss is recognized for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount of each of the CGUs has been determined based on the higher of value in use and fair value less costs to disposal calculations. These calculations require the use of estimates, which include management’s expectations of future revenue growth, operating costs, profit margins and operating cash flows for each CGU, long-term growth rates and discount rates based on weighted average cost of capital, among others. During 2024, we recorded impairment adjustments for goodwill and intangible assets with indefinite and finite useful lives in two of our CGUs (see Notes 11, 12, 13 and 22 to our consolidated year-end financial statements). See Note 2 (b) and (l), for disclosure regarding concession intangible assets. 79 Table of Contents (b)Long-lived Assets We present certain long-lived assets other than goodwill and indefinite-lived intangible assets in our consolidated statement of financial position. Long-lived assets are tested for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may no longer be recoverable. An impairment loss is recognized for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs to sell and value in use. Recoverability is analyzed based on projected cash flows. Estimates of future cash flows involve considerable judgment on the part of management. These estimates are based on historical data, future revenue growth, market conditions, management plans, and assumptions regarding projected rates of inflation and currency fluctuations, among other factors. If these assumptions were modified because of changes in economic or legal circumstances, we could recognize a write-off or write-down or accelerate the amortization schedule related to the carrying amount of these assets. We recorded an impairment loss for the year ended December 31, 2024 (see Notes 2 (m), 13 and 22 to our consolidated year-end financial statements). (c)Deferred Income Tax Assets We record our deferred tax assets based on the likelihood that these assets will be realized in the future. This likelihood is assessed by taking into consideration the future taxable income. In the event we were to determine that it would be able to realize our deferred tax assets in the future in excess of the net recorded amount, an adjustment to the deferred tax asset would increase income in the period such determination was made. Should we determine that it would not be able to realize all or part of our net deferred tax asset in the future, an adjustment to the deferred tax asset would be charged to income in the period such determination was made. We recognized write-offs of deferred income tax assets for the year ended December 31, 2025, derived from capital tax losses that expired on that date, and certain deductible temporary differences which are not expected to be used with available future taxable income (see Notes 2 (v) and 24 to our consolidated year-end financial statements). (d)Financial Assets Measured at Fair Value We have a significant amount of financial assets that are measured at fair value on a recurring basis. The degree of management’s judgment involved in determining the fair value of a financial asset varies depending upon the availability of quoted market prices. When observable quoted market prices exist, that is the fair value estimate we use. To the extent such quoted market prices do not exist, management uses other means to determine fair value (see Notes 4 and 15 to our consolidated year-end financial statements). Financial assets and liabilities measured at fair value as of December 31, 2025 and 2024 (in thousands of Pesos): Quoted Prices in Internal Models Internal Models Balance as of Active Markets with Significant with Significant December 31, for Identical Observable Unobservable 2025 Assets (Level 1) Inputs (Level 2) Inputs (Level 3) Assets: At FVOCIL Open-Ended Fund Ps. 817,332 Ps. — Ps. 817,332 Ps. — Publicly traded equity instruments 2,608,027 2,608,027 — — Total Ps. 3,725,359 Ps. 2,608,027 Ps. 817,332 Ps. — Liabilities: Derivative financial instruments Ps. 413,188 Ps. — Ps. 413,188 Ps. — Quoted Prices in Internal Models Internal Models Balance as of Active Markets with Significant with Significant December 31, for Identical Observable Unobservable 2024 Assets (Level 1) Inputs (Level 2) Inputs (Level 3) Assets: At FVOCIL Open-Ended Fund Ps. 784,769 Ps. — Ps. 784,769 Ps. — Publicly traded equity instruments 1,709,942 1,709,942 — — Derivative financial instruments 2,001,051 — 2,001,051 — Total Ps. 4,495,762 Ps. 1,709,942 Ps. 2,785,820 Ps. — 80 Table of Contents Non-current Financial Assets Investments in debt securities or with readily determinable fair values, are classified as non-current investments in financial instruments, and are recorded at fair value with unrealized gains and losses included in consolidated stockholders’ equity as accumulated other comprehensive result. Non-current financial assets are generally valued using quoted market prices or alternative pricing sources with reasonable levels of price transparency. Such instruments are classified in Level 1, Level 2, and Level 3, depending on the observability of the significant inputs. Open-Ended Fund We have an investment in an Open-Ended Fund that has as a primary objective to achieve capital appreciation by using a broad range of strategies through investments in securities, including without limitation stock, debt and other financial instruments, a principal portion of which are considered as Level 1 financial instruments, in telecom, media and other sectors across global markets, including Latin America and other emerging markets. Shares may be redeemed on a quarterly basis at the NAV per share as of such redemption date (see Notes 4 and 9 to our consolidated year-end financial statements). Disclosures for Each Class of Assets and Liabilities Subject to Recurring Fair Value Measurements Categorized Within Level 3 Our Corporate Finance Department has established rules for a proper portfolio asset classification according to the fair value hierarchy defined by IFRS Accounting Standards. On a monthly basis, any new assets recognized in the Company’s portfolio are classified according to these criteria. Subsequently, there is a quarterly review of the portfolio in order to analyze the need for a change in classification of any of these assets. A sensitivity analysis is performed on our investments with significant unobservable inputs (Level 3) in order to obtain a reasonable range of possible alternative valuations. This analysis is carried out by our Corporate Finance Department. Derivative Financial Instruments Derivative financial instruments include swaps, forwards and options (see Notes 2(w), 4 and 15 to our consolidated year-end financial statements). Our derivative portfolio is entirely over-the-counter. Our derivatives are valued using industry standard valuation models; projecting future cash flows discounted to present value, using market-based observable inputs including interest rate curves, foreign exchange rates, and forward and spot prices for currencies. When appropriate, valuations are adjusted for various factors such as liquidity, bid/offer spreads and credit spreads considerations. Such adjustments are generally based on available market evidence. In the absence of such evidence, management’s best estimate is used. All derivatives are classified in Level 2. Assets and Liabilities Measured at Fair Value on a Non-Recurring Basis The majority of our non-financial instruments, which include the investment in shares of TelevisaUnivision, goodwill, intangible assets, inventories, transmission rights and property, plant and equipment and right of use assets, are not required to be carried at fair value on a recurring basis. However, if certain triggering events occur (or at least annually in the fourth quarter for goodwill and indefinite-lived intangible assets) such that a non-financial instrument is required to be evaluated for impairment, a resulting asset impairment would require that the non-financial instrument be recorded at the lower of carrying amount or its recoverable amount. The impairment test for goodwill involves a comparison of the estimated fair value of each of our reporting units to its carrying amount, including goodwill. We determine the recoverable amount of a reporting unit using the higher between the value in use and the fair value less costs to sell, which utilize significant unobservable inputs (Level 3) within the fair value hierarchy. The impairment test for intangible assets not subject to amortization involves a comparison of the estimated recoverable amount of the intangible asset with its carrying amount. We determine the recoverable amount of the intangible asset using a discounted cash flow analysis, which utilizes significant unobservable inputs (Level 3) within the fair value hierarchy. Determining recoverable amount requires the exercise of significant judgment, including judgment about appropriate discount rates, perpetual growth rates, the amount and timing of expected future cash flows for a period of time that normally comprises five years, as well as relevant comparable company earnings multiples for the market-based approach. Once an asset has been impaired, it is not remeasured at fair value on a recurring basis; however, it is still subject to recoverable amount measurement to test for recoverability of the carrying amount. 81 Table of Contents Liquidity, Foreign Exchange and Capital Resources Liquidity. We generally rely on a combination of cash on hand, operating revenues, borrowings and net proceeds from dispositions to fund our working capital needs, capital expenditures, acquisitions and investments. We believe our working capital is sufficient for our present requirements, and we anticipate generating sufficient cash to satisfy our long-term liquidity needs. During the year ended December 31, 2025, we had a net decrease in cash and cash equivalents of Ps.18,585.9 million as compared to a net increase in cash and cash equivalents of Ps.14,303.7 million during the year ended December 31, 2024. Net cash provided by operating activities for the year ended December 31, 2025, amounted to Ps.20,092.1 million. Adjustments to reconcile loss before income taxes from continuing operations to net cash provided by operating activities were mainly due to (i) depreciation and amortization of Ps.17,160.5 million, (ii) an interest expense of Ps.7,508.6 million, (iii) an impairment loss on trade accounts receivable and other receivables of Ps.1,197.8 million, (iv) a share-based compensation expense of Ps.373.6 million, (v) a loss on disposition of property and equipment of Ps.78.3 million, and (vi) a share of loss of associates and joint ventures of Ps.1,088.1 million; this was partially offset by (i) unrealized foreign exchange gain of Ps.4,348.2 million, (ii) income taxes paid for the year ended December 31, 2025, which amounted to Ps.1,934.1 million, and (iii) an other finance gain, net of Ps.302.3 million. Net cash used in investing activities for the year ended December 31, 2025, amounted to Ps.22,289.8 million and was primarily used in (i) investments in property, plant and equipment of Ps.12,186.5 million, (ii) an increase in short-term investments of Ps.11,397.8 million, (iii) capital contribution to TelevisaUnivision of Ps.1,671.5 million, and (iv) other investments in intangible assets of Ps.1,287.1 million; this was partially offset by proceeds from (i) a long-term related party loan collection of Ps.3,218.6 million, (ii) cash dividends from preferred shares of Ps.780.1 million, (iii) a disposition of property, plant and equipment of Ps.133.2 million, and (iv) a disposition of investment in joint ventures of Ps.116.3 million. Net cash used in financing activities for the year ended December 31, 2025, amounted to Ps.16,321.2 million, and was primarily used for (i) interest payments of Ps.6,816.0 million, (ii) repayment of Senior Notes due 2025 of Ps.3,906.7 million, (iii) payment of long-term loans from Mexican banks of Ps.2,650.0 million, (iv) other payments of lease liabilities of Ps.1,809.7 million and (v) dividend payments of Ps.1,019.0 million, this was partially offset by cash provided by derivative financial instruments of Ps.474.2 million. During the year ended December 31, 2024, we had a net increase in cash and cash equivalents of Ps.14,303.7 million as compared to a net decrease in cash and cash equivalents of Ps.18,544.6 million during the year ended December 31, 2023. Net cash provided by operating activities for the year ended December 31, 2024, amounted to Ps.32,554.1 million. Adjustments to reconcile loss before income taxes from continuing operations to net cash provided by operating activities were mainly due to (i) depreciation and amortization of Ps.20,542.3 million, (ii) an interest expense of Ps.7,984.8 million, (iii) unrealized foreign exchange loss of Ps.5,664.6 million, (iv) impairment of long-lived assets of Ps.3,064.3; (v) an impairment loss on trade accounts receivable and other receivables of Ps.1,294.1 million, and (vi) a share-based compensation expense of Ps.488.8 million; this was partially offset by (i) gain on disposition of property and equipment of Ps.2,321.2 million; (ii) income taxes paid for the year ended December 31, 2024, which amounted to Ps.812.2 million; and (iii) an other finance gain, net of Ps.773.7 million. Net cash used in investing activities for the year ended December 31, 2024, amounted to Ps.9,009.7 million and was primarily used in (i) investments in property, plant and equipment of Ps.9,097.4 million, and (ii) other investments in intangible assets of Ps.1,378.9 million; this was partially offset by proceeds from (i) cash dividends from preferred shares of Ps.777.8 million, (ii) a disposition of property, plant and equipment of Ps.628.0 million, and (iii) a disposition of investment in joint ventures of Ps.50.8 million. Net cash used in financing activities for the year ended December 31, 2024, amounted to Ps.9,389.0 million, and was primarily used for interest payments of Ps.7,417.9 million, payment of long-term loans from Mexican banks of Ps.10,000.0 million, other payments of lease liabilities of Ps.1,567.3 million, dividend payments of Ps.1,019.0 million, which was partially offset by cash proceeds from Mexican banks long-term loans of Ps.10,000.0 million and derivative financial instruments of Ps.747.7 million. During the year ended December 31, 2023, we had a net decrease in cash and cash equivalents of Ps.18,544.6 million. 82 Table of Contents Net cash provided by operating activities for the year ended December 31, 2023, amounted to Ps.15,201.4 million. Adjustments to reconcile loss before income taxes from continuing operations to net cash provided by operating activities were mainly due to (i) depreciation and amortization of Ps.21,469.2 million, (ii) an interest expense of Ps.7,654.3 million, (iii) an impairment loss on trade accounts receivable, and other receivables of Ps.1,108.0 million, (iv) an other finance loss, net of Ps.134.8 million, (v) a share of loss of associates and joint ventures of Ps.4,086.6 million, and (vi) a share-based compensation expense of Ps.748.5 million; this was partially offset by (i) unrealized foreign exchange gains of Ps.3,740.1 million, and (ii) income taxes paid for the year ended December 31, 2023, which amounted to Ps.7,014.3 million. Net cash used in investing activities for the year ended December 31, 2023, amounted to Ps.15,758.4 million and was primarily used in (i) investments in property, plant and equipment of Ps.14,708.0 million, and (ii) other investments in intangible assets of Ps.1,869.7 million; this was partially offset by proceeds from (i) cash dividends from preferred shares of Ps.716.9 million, (ii) a disposition of investment in joint ventures of Ps.45.6 million, and (iii) a disposition of property, plant and equipment of Ps.48.9 million. Net cash used in financing activities for the year ended December 31, 2023, amounted to Ps.17,753.0 million, and was primarily used in interest payments of Ps.7,553.9 million, derivative financial instruments of Ps.195.1 million, prepayment of long-term loans from Mexican banks related to Sky of Ps.1,400.0 million, other payments of lease liabilities of Ps.1,793.6 million, dividend payments of Ps.1,027.4 million, repurchases of capital stock of Ps.1,197.1 million, partial prepayment of Senior Notes of Ps.4,718.3 million and the repurchase of our 7.25% Senior Notes due 2043 of Ps.181.7 million, which was partially offset by cash provided by Mexican banks through long-term loans of Ps.400.0 million to Sky. Capital Expenditures, Acquisitions and Investments, Distributions and Other Sources of Liquidity During 2026, we: ● expect to make aggregate capital expenditures for property, plant and equipment totaling approximately U.S.$772.5 million, which are intended primarily for the expansion and improvement of our operations; and ● expect to provide financing to GTAC in connection with long-term credit facilities and our 33.3% interest in GTAC in the aggregate principal amount of U.S.$5.4 million (Ps.97.4 million). During 2025, we: ● made aggregate capital expenditures for property, plant and equipment totaling approximately U.S.$645.0 million, which are intended primarily for the expansion and improvement of our Telecom operations; ● made a capital contribution in cash to TelevisaUnivision in the amount of U.S.$89.8 million (Ps.1,671.5 million) in support of the strategy and financial profile of this investee; and ● provided financing to GTAC in connection with long-term credit facilities and our 33.3% interest in GTAC in the aggregate principal amount of U.S.$4.5 million (Ps.86.1 million). During 2024, we: ● made aggregate capital expenditures for property, plant and equipment totaling approximately U.S.$493.0 million, of which approximately U.S.$399.2 million and approximately U.S.$83.3 million were for the expansion and improvement of our former Cable and Sky segments, respectively and the remaining amount was for our other corporate businesses; and ● provided financing to GTAC in connection with long-term credit facilities and our 33.3% interest in GTAC in the aggregate principal amount of U.S.$7.0 million (Ps.128.9 million). In addition, at an extraordinary shareholders meeting held on April 28, 2026, our shareholders approved (i) a capital increase of up to Ps.7.2 billion (or approximately U.S.$400 million) and (ii) delegating to the Board to determine certain terms for offering the corresponding shares for subscription and payment in accordance with the Mexican Securities Market Law, which may be in the form of convertible notes, rights offerings, private placements or any other forms of financing. This capital increase represents approximately 19% of the total shares outstanding at the current trading price of our CPOs. Depending on our trading price at the time of any such capital increase, this amount could be more or less. 83 Table of Contents Refinancings. In May 2019, we concluded the offering of U.S.$750 million aggregate principal amount of 5.25% Senior Notes due 2049. The net proceeds of the offering were used for general corporate purposes, which may include repayment or repurchase of existing indebtedness. In June 2019, we entered into a credit agreement for a five-year term loan with a syndicate of banks in the aggregate principal amount of Ps.10,000 million. The funds from this loan were used for general corporate purposes, including the refinancing of our indebtedness. This loan bore interest at a floating rate based on a spread of 105 or 130 basis points over the 28-day TIIE rate depending on our net leverage ratio. In April 2024, we prepaid in full all amounts outstanding under this credit agreement, which was scheduled to mature in 2024. In March 2022, we made a partial redemption of U.S.$200 million aggregate principal amount of our U.S.$600 million 6.625% Senior Notes due 2025 in the aggregate amount of U.S.$221.3 million, including the applicable redemption price and accrued and unpaid interest on the redemption date. In August 2022, we completed a tender offer to purchase in cash a principal amount of U.S.$133.6 million of our 6.625% Senior Notes due 2025, U.S.$110.6 million of our 5.000% Senior Notes due 2045, and U.S.$47.8 million of our 5.250% Senior Notes due 2049, for an aggregate principal amount of U.S.$292.0 million. The aggregate tender consideration paid amounted to U.S.$294.8 million plus U.S.$5.5 million of accrued and unpaid interest on the settlement date of the tender offer. In August 2023, we completed a tender offer to purchase in cash a principal amount of up to U.S.$300.0 million of our 4.625% Senior Notes due 2026, 5.000% Senior Notes due 2045, 5.250% Senior Notes due 2049, 6.625% Senior Notes due 2025 and 6.125% Senior Notes due 2046, for an aggregate principal amount of U.S.$300.0 million. The aggregate tender consideration paid amounted to U.S.$281.1 million plus U.S.$3.0 million of accrued and unpaid interest on the settlement date of the tender offer. In September 2023, we repurchased a principal amount of Ps.221.6 million of our 7.25% Notes due 2043 in an open market purchase, for a trailing aggregate principal amount of Ps.274.3 million during 2023. On April 9, 2024, we entered into a credit agreement, together with Cablemás Telecomunicaciones, S.A. de C.V. and Televisión Internacional, S.A. de C.V., as co-borrowers, with a syndicate of banks which provides for a five-year term loan in an aggregate principal amount of Ps.10,000 million, and a five-year revolving credit facility in an aggregate principal amount of U.S.$500 million, with loans thereunder to be funded in Mexican pesos. The loans under this credit agreement bear interest at a floating rate based on a spread of 125 bps or 150 bps over the 28-day TIIE Rate depending on our net leverage ratio. The credit agreement requires the maintenance of certain financial ratios related to indebtedness and interest expense. BBVA México, S.A. Institución de Banca Múltiple, Grupo Financiero BBVA México, Banco Santander México, S.A., Institución de Banca Múltiple, Grupo Financiero Santander México, and Scotiabank Inverlat, S.A., Institución de Banca Múltiple, Grupo Financiero Scotiabank acted as joint lead arrangers and joint bookrunners. The proceeds of the loans under this credit agreement were used to refinance certain of our existing indebtedness and may also be used for general corporate purposes. We used part of the proceeds of the loans to prepay in full all amounts outstanding under the credit agreement which we entered into in 2019 with a syndicate of banks, which was scheduled to mature in 2024. Indebtedness. As of December 31, 2025, our consolidated long-term portion of debt amounted to Ps.82,257.2 million and our consolidated current portion of debt was Ps.5,162.0 million. As of December 31, 2024, our consolidated long-term portion of debt amounted to Ps.98,398.2 million and our consolidated current portion of debt was Ps.6,231.4 million. The consolidated debt is presented net of unamortized finance costs as of December 31, 2025 and 2024, in the aggregate amount of Ps.1,181.8 million and Ps.1,259.0 million, respectively, and does not include interest payable in the aggregate amount of Ps.1,425.0 million and Ps.1,674.5 million in 2025 and 2024, respectively. In February 2023, Sky executed a revolving credit facility with a Mexican bank for an amount up to Ps.1,000 million and with a maturity in 2028. The funds may be used for general corporate purposes, including the repayment of debt. Under the terms of this revolving credit facility, Sky is required to comply with certain restrictive covenants and financial coverage ratios. In March 2023, upon the maturity of loans with two Mexican banks, Sky repaid the remaining portions of these loans in the aggregate principal amount of Ps.1,000 million with (i) available cash on hand in the amount of Ps.600 million and (ii) funds from this revolving credit facility in the principal amount of Ps.400 million, plus interest payable on a monthly basis at the annual interest rate of TIIE plus 0.85%. In December 2023, Sky prepaid this credit facility plus accrued interest in the aggregate amount of Ps.404 million. As of December 31, 2025, the unused principal amount of this revolving credit facility amounted to Ps.1,000 million. 84 Table of Contents On April 9, 2024, we entered into a credit agreement, together with Cablemás Telecomunicaciones, S.A. de C.V. and Televisión Internacional, S.A. de C.V., as co-borrowers, with a syndicate of banks which provides for a five-year term loan in an aggregate principal amount of Ps.10,000 million, and a five-year revolving credit facility in an aggregate principal amount of U.S.$500 million, with loans thereunder to be funded in Mexican pesos. The loans under this credit agreement bear interest at a floating rate based on a spread of 125 bps or 150 bps over the 28-day TIIE Rate depending on our net leverage ratio. The credit agreement requires the maintenance of certain financial ratios related to indebtedness and interest expense. BBVA México, S.A. Institución de Banca Múltiple, Grupo Financiero BBVA México, Banco Santander México, S.A., Institución de Banca Múltiple, Grupo Financiero Santander México, and Scotiabank Inverlat, S.A., Institución de Banca Múltiple, Grupo Financiero Scotiabank acted as joint lead arrangers and joint bookrunners. The proceeds of the loans under this credit agreement were used to refinance certain of our existing indebtedness and may also be used for general corporate purposes. We used part of the proceeds of the loans to prepay in full all amounts outstanding under the credit agreement which we entered into in 2019 with a syndicate of banks, which matured in 2024. We may from time to time incur additional indebtedness or repurchase, redeem or repay outstanding indebtedness. The following table sets forth a description of our outstanding indebtedness as of December 31, 2025, net of unamortized finance costs and does not include related accrued interest payable (in millions of Pesos): 2025(1) Effective Interest Interest Rate Payable Principal Finance Costs Net U.S. dollar Senior Notes: 4.625% Senior Notes due 2026 (2) 5.03 % Ps. 86.4 Ps. 3,737.0 Ps. — Ps. 3,737.0 8.5% Senior Notes due 2032 (2) 9.00 % 140.4 5,405.0 (31.1) 5,373.9 6.625% Senior Notes due 2040 (2) 7.05 % 326.2 10,809.9 (136.1) 10,673.8 5% Senior Notes due 2045 (2) 5.39 % 102.9 14,244.0 (440.4) 13,803.6 6.125% Senior Notes due 2046 (2) 6.47 % 485.3 15,846.8 (127.9) 15,718.9 5.250% Senior Notes due 2049 (2) 5.59 % 62.5 11,907.6 (308.8) 11,598.8 Total U.S. dollar debt 1,203.7 61,950.3 (1,044.3) 60,906.0 Mexican peso debt: 8.79% Notes due 2027 (3) 8.84 % 103.3 4,500.0 (6.0) 4,494.0 8.49% Senior Notes due 2037 (2) 8.94 % 39.3 4,500.0 (14.8) 4,485.2 7.25% Senior Notes due 2043 (2) 7.92 % 30.1 6,225.7 (61.8) 6,163.9 Bank loan (4) 8.76 % 48.6 10,000.0 (54.9) 9,945.1 Total Mexican peso debt 221.3 25,225.7 (137.5) 25,088.2 Total debt 1,425.0 87,176.0 (1,181.8) 85,994.2 Less: Current portion of long-term debt 1,425.0 3,737.0 — 3,737.0 Long-term debt, net of current portion Ps. — Ps. 83,439.0 Ps. (1,181.8) Ps. 82,257.2 Lease liabilities: Satellite transponder lease agreement (5) Ps. 1,062.5 Telecommunications network lease agreement (6) 514.3 Other lease liabilities (7) 3,859.2 Total lease liabilities 5,436.0 Less: Current portion 1,583.9 Lease liabilities, net of current portion Ps. 3,852.1 (1) U.S. Dollar-denominated debt is translated into Pesos at an exchange rate of Ps.18.0165 per U.S. Dollar, the Interbank Rate, as reported by Banco Citi México, S.A., as of December 31, 2025. 85 Table of Contents (2) The Senior Notes of the Company due between 2026 and 2049, in the aggregate outstanding principal amount of U.S.$3,438.5 million and U.S.$3,658.0 million, as of December 31, 2025 and 2024, respectively, and Ps.10,725,690, as of December 31, 2025 and 2024, respectively, are unsecured obligations of the Company, rank equally in right of payment with all existing and future unsecured and unsubordinated indebtedness of the Company, and are junior in right of payment to all of the existing and future liabilities of the Company’s subsidiaries. Interest rate on the Senior Notes due 2026, 2032, 2037, 2040, 2043, 2045, 2046, and 2049 including additional amounts payable in respect of certain Mexican withholding taxes, is 4.86%, 8.94%, 8.93%, 6.97%, 7.62%, 5.26%, 6.44% and 5.52% per annum, respectively, and is payable semi-annually. These Senior Notes may not be redeemed prior to maturity, except: (i) in the event of certain changes in law affecting the Mexican withholding tax treatment of certain payments on the securities, in which case the securities will be redeemable, in whole or in part, at the option of the Company; and (ii) in the event of a change of control, in which case the Company may be required to redeem the securities at 101% of their principal amount. Also, the Company may, at its own option, redeem the Senior Notes due 2026, 2037, 2040, 2043, 2046 and 2049, in whole or in part, at any time at a redemption price equal to the greater of the principal amount of these Senior Notes or the present value of future cash flows, at the redemption date, of principal and interest amounts of the Senior Notes discounted at a fixed rate of comparable U.S. or Mexican sovereign bonds. The Senior Notes due 2026, 2032, 2040, 2043, 2045, 2046 and 2049 were priced at 99.385%, 99.431%, 98.319%, 99.733%, 96.534%, 99.677% and 98.588%, respectively, for a yield to maturity of 4.70%, 8.553%, 6.755%, 7.27%, 5.227%, 6.147% and 5.345%, respectively. The Senior Notes due 2025 were issued in two aggregate principal amounts of U.S.$400 million and U.S.$200 million, and were priced at 98.081% and 98.632%, respectively, for a yield to maturity of 6.802% and 6.787%, respectively. The terms of these Senior Notes contain covenants that limit the ability of the Company and certain restricted subsidiaries to incur or assume liens, perform sale and lease-back transactions, and consummate certain mergers, consolidations, and similar transactions. The Senior Notes due 2026, 2032, 2037, 2040, 2045, 2046 and 2049, are registered with the U.S. Securities and Exchange Commission (“SEC”). The Senior Notes due 2043 are registered with both the SEC and the Mexican Banking and Securities Commission (Comisión Nacional Bancaria y de Valores or “CNBV”). In March 2025, the Company repaid all of the amounts payable under the remaining 6.625% Senior Notes due 2025 in the aggregate amount of U.S.$226.7 million (Ps.4,036,014), including the principal amount of U.S.$219.4 million (Ps.3,906,655). On January 30, 2026, the Company repaid its 4.625% Senior Notes due 2026 at maturity. (3) In 2017, the Company issued Notes due 2027, through the BMV in the aggregate principal amount of Ps.4,500,000, with interest payable semi-annually at an annual rate of 8.79%. The Company may, at its own option, redeem the Notes due 2027, in whole or in part, at any semi-annual interest payment date at a redemption price equal to the greater of the principal amount of the outstanding Notes and the present value of future cash flows, at the redemption date, of principal and interest amounts of the Notes due 2027 discounted at a fixed rate of comparable Mexican sovereign bonds. The terms of the Notes due 2027 contain covenants that limit the ability of the Company and certain restricted subsidiaries appointed by the Company’s Board of Directors, to incur or assume liens, perform sale and leaseback transactions, and consummate certain mergers, consolidations and similar transactions. (4) In April 2024, the Company and two of its subsidiaries executed a credit agreement with a syndicate of banks (the “Credit Agreement”) for a five-year term loan in an aggregate principal amount of Ps.10,000,000, and a five-year revolving credit facility in an aggregate principal amount of the Mexican pesos equivalent to U.S.$500 million. The loans under the Credit Agreement bear interest at a floating rate based on a spread of 125 bps or 150 bps over the 28-day TIIE rate depending on the Group’s leverage ratio. The Credit Agreement requires the maintenance of certain financial ratios related to indebtedness and interest expense. In April 2024, the Group used part of the proceeds of the term loan under the Credit Agreement to prepay in full amounts outstanding under a credit agreement entered into by the Company in 2019 with a syndicate of banks in the principal amount of Ps.10,000,000, with an original maturity in June 2024. (5) In 2010, Sky entered into a lease agreement with Intelsat Global Sales & Marketing Ltd. (“Intelsat”) by which Sky is obligated to pay at an annual interest rate of 7.30%, a monthly fee of U.S.$3.0 million through 2027 for satellite signal reception and retransmission service from 24 KU-band transponders on satellite IS-21, which became operational in October 2012. The service term for IS-21 will end at the earlier of (a) the end of 15 years; or (b) the date IS-21 is taken out of service (see Note 12 to our consolidated financial statements). Other lease liabilities recognized in accordance with IFRS 16 Leases, in the aggregate amount of Ps.3,859,215 thousand and Ps.2,981,536 thousand, as of December 31, 2025 and 2024, respectively. These lease liabilities have terms which will expire at various dates between 2026 and 2051. (6) A subsidiary of the Company entered into a lease agreement with GTAC for the right to use a certain capacity of a telecommunications network through 2030 (see Note 20). (7) Other lease liabilities have terms that will expire at various dates between 2026 and 2051. 86 Table of Contents Interest Expense. Interest expense for the years ended December 31, 2025, 2024 and 2023 was Ps.7,508.6 million, Ps.7,975.6 million and Ps.7,742.1 million, respectively. The following table sets forth our interest expense for the years indicated (in millions of U.S. Dollars and millions of Pesos): Year Ended December 31,(1) 2025 2024 2023 Interest payable in U.S. Dollars U.S.$ 209.6 U.S.$ 228.8 U.S.$ 215.3 Amounts currently payable under Mexican withholding taxes (2) 10.5 11.2 11.5 Total interest payable in U.S. Dollars U.S.$ 220.1 U.S.$ 240.0 U.S.$ 226.8 Peso equivalent of interest payable in U.S. Dollars Ps. 4,281.0 Ps. 4,368.8 Ps. 4,094.4 Interest payable in Pesos 3,227.6 3,606.8 3,559.9 Discontinued operations — — 87.8 Total interest expense Ps. 7,508.6 Ps. 7,975.6 Ps. 7,742.1 (1) U.S. Dollars are translated into Pesos at the rate prevailing when interest was recognized as an expense for each period. (2) See “Additional Information—Taxation—Federal Mexican Taxation”. Contractual Obligations and Commercial Commitments Our contractual obligations and commercial commitments consist primarily of indebtedness, as described above, and transmission rights obligations. Contractual Obligations on the Balance Sheet The following table summarizes our contractual obligations on the balance sheet as of December 31, 2025 (these amounts do not include future interest payments): Payments Due by Period Less Than 12 Months 12-36 Months 36-60 Months Maturities January 1, 2026 to January 1, 2027 January 1, 2029 Subsequent to December 31, to December 31, to December 31, December 31, Total 2026 2028 2030 2030 (Thousands of U.S. Dollars) 8.5% Senior Notes due 2032 U.S.$ 300,000 U.S.$ — U.S.$ — U.S.$ — U.S.$ 300,000 8.49% Senior Notes due 2037 249,771 — — — 249,771 6.625% Senior Notes due 2040 600,000 — — — 600,000 8.79% Notes due 2027 249,771 — 249,771 — — 7.25% Senior Notes due 2043 345,555 — — — 345,555 5% Senior Notes due 2045 790,610 — — — 790,610 4.625% Senior Notes due 2026 (1) 207,420 207,420 — — — 6.125% Senior Notes due 2046 879,572 — — — 879,572 5.250% Senior Notes due 2049 660,928 — — — 660,928 Syndicate Loan due 2029 555,047 — — 555,047 — Long-term debt 4,838,674 207,420 249,771 555,047 3,826,436 Accrued interest payable 79,097 79,097 — — — Satellite transponder lease agreement 58,974 32,777 26,197 — — Telecommunications network lease agreement 28,544 8,490 12,114 7,940 — Other lease liabilities 214,204 46,645 94,980 41,700 30,879 Other non-current liabilities 116,071 — 40,196 75,875 — Total contractual obligations U.S.$ 5,335,564 U.S.$ 374,429 U.S.$ 432,258 U.S.$ 680,562 U.S.$ 3,857,315 (1) The 4.625% Senior Notes due 2026 were repaid at maturity on January 30, 2026. 87 Table of Contents Contractual Obligations off the Balance Sheet The following table summarizes our contractual obligations off the balance sheet as of December 31, 2025: Payments Due by Period Less Than 12 Months 12-36 Months 36-60 Months Maturities January 1, 2026 to January 1, 2027 January 1, 2029 Subsequent to December 31, to December 31, to December 31, December 31, Total 2026 2028 2030 2030 (Thousands of U.S. Dollars) Interest on debt (1) U.S.$ 4,308,379 U.S.$ 244,309 U.S.$ 617,686 U.S.$ 517,620 U.S.$ 2,928,764 Interest on lease liabilities 81,670 24,619 30,685 18,376 7,990 Transmission rights (2) 458,341 84,188 152,018 148,090 74,045 Capital expenditures commitments 135,527 135,527 — — — Satellite transponder commitments (3) 14,017 5,213 6,427 2,377 — Committed financing to GTAC (4) 5,406 5,406 — — — Total contractual obligations U.S.$ 5,003,340 U.S.$ 499,262 U.S.$ 806,816 U.S.$ 686,463 U.S.$ 3,010,799 (1) Interest to be paid in future years on outstanding debt as of December 31, 2025, was estimated based on contractual interest rates and exchange rates as of that date. (2) These line items reflect our obligations related to programming to be acquired or licensed from third party producers and suppliers, and transmission rights for special events to be acquired from a third party. (3) Reflects our minimum commitments for the use of satellite transponders under operating lease contracts, which payments will be reimbursed by TelevisaUnivision as the final user of these satellite transponders. (4) In connection with a long-term credit facility, we agreed to provide financing to GTAC in 2026 in the aggregate principal amount of Ps.97.4 million (U.S.$5.4 million). 88 Table of Contents