RISK FACTORS Risks Related to Our Operations Economic, political and regulatory developments in the United States may adversely affect our operations in Mexico. Changes in economic, political and regulatory conditions in the United States or in laws and policies governing foreign trade could create uncertainty in the international markets and could have a negative impact on the Mexican economy. Economic conditions in Mexico are highly correlated with economic conditions in the United States. This correlation is due, in part, to the high degree of economic activity between the two countries generally, including the trade facilitated by the United States-Mexico-Canada Agreement (“USMCA”), as well as physical proximity. In 2025 and continuing into 2026, the administration of U.S. President Donald Trump has imposed and maintained a series of tariffs on various trading partners, including so-called reciprocal tariffs on all countries other than Canada and Mexico, tariffs on Mexican and Canadian goods that do not satisfy the U.S.-Mexico-Canada Agreement (USMCA), higher tariffs on China, and still higher tariffs on other products, including steel, aluminum, copper and automobiles. The medium-and long-term direction of U.S. trade policy, including the implementation of additional tariffs and removal of existing ones, remains uncertain, but any additional tariffs imposed on Mexican products could potentially have an adverse impact on the competitiveness of such products in U.S. markets. Further, President Trump has continued to increase the enforcement efforts in connection with immigration policy, which have led to mass deportations, raids, the suspension of certain humanitarian assistance programs and increased costs and conditions for certain visa applications for immigrants in the United States. New immigration legislation could lead to uncertain economic conditions in Mexico that may affect leisure travel, including travel to and from Mexico. Such restrictions could have a material adverse effect on passenger traffic results at our Mexican airports. Any attempt by President Trump to implement changes to United States-Mexico policy, including actions to withdraw from or materially modify USMCA and to implement immigration reform, could have a material adverse effect on our business, financial condition or results of operations. While the Mexican and U.S. governments have been able to reach an understanding in the past, we cannot assure you that such understanding will remain in place or that the U.S. government will not impose policies on Mexico in the future and that we will not be materially adversely affected by such policies in the future. Changes in U.S. immigration and border policy could adversely affect passenger traffic to and from Mexico and Colombia. The results of presidential and congressional action in the United States could result in significant changes in, and uncertainty with respect to, immigration and border policy. Immigration reform, especially with respect to Mexico, continues to attract significant attention in the public arena and U.S. Congress, and most importantly under President Trump’s administration. In 2025, President Trump increased immigration enforcement and detention and enacted several executive orders restricting immigration status and benefits. If new federal immigration legislation is enacted, such laws may contain provisions that could make it more difficult for Mexican and Colombian citizens to travel between Mexico and Colombia, and the United States. Such restrictions could have a material adverse effect on our passenger traffic results. 1 Table of Contents Our business could be adversely affected by a downturn in the economies of, or changes in the relationship between, the United States, Mexico and Colombia. The air travel industry, and consequently, our results of operations, are substantially influenced by economic conditions in Mexico, Colombia and the United States. In 2023, 2024 and 2025, 61.8%, 62.2% and 61.3%, respectively, of the international passengers in our Mexican airports arrived or departed on flights originating in or departing to the United States. 51.5%, 52.8% and 52.4% of our revenues from Mexican passenger charges in 2023, 2024 and 2025, respectively, were derived from charges imposed on international passengers. Similarly, in 2023, 2024 and 2025, 48.9%, 47.8% and 48.5%, respectively, of passengers in our Mexican airports traveled on Mexican domestic flights. In 2023, 2024 and 2025, 48.5%, 47.2%, and 47.6% respectively, of our revenues from Mexican passenger charges were derived from Mexican domestic passenger charges. When the economies of either the United States or Mexico are in recession, the number of international passengers in our Mexican airports that arrive or depart on flights originating in or departing to the United States have been adversely affected. Similarly, a recession of the Colombian economy could cause the number of Colombian domestic passengers in our Colombian airports to decline. In 2023, 2024, and 2025, 30.8%, 31.9%, and 28.0% respectively, of our revenues from Colombian passenger charges were derived from Colombian domestic passenger charges. We cannot predict how economic conditions in the United States (including as a result of the change in the U.S administration) may develop in the future or how these conditions will affect tourism and travel decisions. See “Item 3. Key Information—Risk Factors— Risks Related to Mexico— The change in the U.S. administration and the assumption of Mr. Donald J. Trump as President of the United States could create further uncertainty for relations between Mexico and the United States, and could have a material adverse effect on our business, financial condition and results of operations. In addition, whether destinations served by our airports will be viewed as adequate substitutes for other tourist destinations depends on a number of factors, including the perceived violence and security, attractiveness, affordability and accessibility of Cancún, Cozumel and the Mayan Riviera as desirable vacation destinations. We are unable to control many of these factors and, therefore, we cannot assure you that this substitution effect would occur again if the United States were to experience another recession. Except for Cancún, among Mexican leisure travelers, destinations served by our airports are generally not perceived as economical vacation destinations, and as a result, they did not benefit, and are unlikely to benefit in the future, from the substitution effect that we believe occurred with respect to passengers traveling to and from the United States. Further, Mexican, Colombian and U.S. political and social developments, over which we have no control, may affect the economic environment in Mexico, Colombia and the United States, and consequently, may contribute to economic uncertainty. Such conditions may adversely affect our business and results of operations. The Colombian Government and the Colombian Central Bank can intervene in Colombia’s economy and make significant changes in monetary, fiscal and regulatory policy, which could result in currency devaluation and changes in international reserves. Our financial condition and results of operations may be adversely affected by changes in government or fiscal policies, and other political, diplomatic, social and economic developments that may affect Colombia or the international markets. Possible factors include fluctuations in exchange rates and exchange rate controls, inflation, price instability, changes in interest rates, liquidity of domestic capital and debt markets, deposit requirements on foreign borrowings, controls on capital flows, and restrictions to foreign trade. The economy of Puerto Rico has been in a recession since 2006 and conditions have worsened in recent years, particularly as a result of Hurricanes Irma and Maria in 2017, the COVID-19 pandemic, and Hurricane Fiona in 2022 which damages were concentrated at the south of the island. Following the failure of several Puerto Rico government instrumentalities to make debt service payments on their outstanding debt obligations, on June 30, 2016, the Puerto Rico Oversight, Management and Economic Stability Act (“PROMESA”) was enacted into law. PROMESA provided Puerto Rico with access to bankruptcy-like tools and created a fiscal oversight framework containing measures that include, among others, the establishment of a seven-member Oversight Board to oversee the development of budgets and fiscal plans for Puerto Rico’s government and instrumentalities. In particular, PROMESA allowed the Oversight Board to petition U.S. courts to restructure debt on behalf of Puerto Rico’s central government. 2 Table of Contents In September of 2019, the Oversight Board submitted a joint plan of adjustment to the United States District Court for the District of Puerto Rico. However, in late December 2019 and January 2020, a series of earthquakes and their aftershocks caused extensive damage to parts of Puerto Rico’s infrastructure. In addition, Puerto Rico was significantly impacted by the COVID-19 pandemic that began in early 2020, which has had a substantially adverse effect on the health of its population and economic activity. The combined impact of Hurricanes Irma, Maria and Fiona, the earthquakes and aftershocks, and the pandemic significantly hampered the Oversight Board’s timeline and efforts to restructure Puerto Rico’s debt and could continue to have substantially adverse effects on Puerto Rico’s economy. On January 18, 2022, following several modifications and amendments, the United States District Court for the District of Puerto Rico entered an order confirming the Oversight Board’s revised joint plan of adjustment. On February 23, 2022, the Oversight Board announced its certification of a revised fiscal plan for Puerto Rico which funds the revised joint plan of adjustment and reflects increased federal funding and the effect of federal stimulus funding on economic growth. On March 15, 2022, the revised joint plan of adjustment became effective. Several parties appealed the District Court’s order confirming the revised joint plan of adjustment to the United States Court of Appeals for the First Circuit, and the court affirmed the effectiveness of the plan on April 26, 2022. In August and December of 2023, the Oversight Board filed two additional revised plans of adjustment aimed at reducing the total asserted claims against the Puerto Rico Electric Power Authority to U.S.$2.3 billion (excluding pension liabilities), as well as incorporating tentative increases in the residential electricity rate. Although the outcome of these negotiations remains uncertain, electricity prices in Puerto Rico are expected to rise in the coming years. During March 2024, the United States District Court for the District of Puerto Rico held a hearing to consider the plan of adjustment. However, in June 2024, the United States Court of Appeals for the First Circuit reversed part of the lower court’s decision ruling that bondholders have a lien on PREPA’s present and future net revenues, reversing part of the lower court’s decision. This ruling affects the debt restructuring process and may require revisions to the plan of adjustment. The 2022 plan of adjustment has been confirmed and become effective, resulting in a significant reduction of Puerto Rico’s outstanding debt. The remaining major restructuring is PREPA. On March 28, 2025, the Oversight Board filed a fifth amended plan of adjustment for PREPA, which would substantially reduce PREPA’s outstanding debt and would, among other things, include a Rate Reduction Fund to support pensions and eliminate a previously contemplated “Legacy Charge.” As of the date of this report, confirmation of the PREPA plan of adjustment remains pending. On November 5, 2024, governmental elections were held in Puerto Rico and Jennifer González-Colón was elected governor, succeeding former Governor Pedro Pierluisi. Any changes in government policies as a result of the change in administration could result in changes to recovery plans, which in turn could have an adverse effect on Puerto Rico’s economy. Changes in government policies as a result of the change in administration, or as a result of changes in U.S. federal administration and policies, could result in changes to recovery plans, disaster relief funding, infrastructure initiatives, and other economic support programs, which in turn could have an adverse effect on Puerto Rico’s economy. Puerto Rico’s recovery and reconstruction efforts depend significantly on federal funding and the timing of its disbursement. Federal actions, including potential pauses, terminations, or additional compliance requirements on federal financial assistance programs, could delay or reduce the availability of such funds and adversely affect economic activity and recovery. In addition, changes in U.S. trade policy, including the imposition of tariffs and related supply chain disruptions, and the reduction or phase-out of federal emergency and stimulus programs, could further adversely affect Puerto Rico’s economy. It is uncertain what impact the foregoing developments will have on the future business and economic conditions of Puerto Rico. Further, a prolongation of Puerto Rico’s fiscal crisis, or a worsening of the crisis, could have an adverse effect on the Puerto Rico economy. Aerostar Airport Holdings, LLC, our joint venture with the Public Sector Pension Investment Board (“PSP Investments”), in which we possess a 60% ownership interest and whose results we have consolidated into our financial statements, has operated the LMM Airport in Puerto Rico since February 27, 2013. The worsening economic conditions in Puerto Rico may adversely affect the LMM Airport’s business and results of operations. International events, including acts of terrorism, wars, armed conflicts and global diseases, pandemics and epidemics, could have a negative impact on international air travel. International events such as the terrorist attacks on the United States on September 11, 2001, wars, armed conflicts, and public health crises such as the Influenza A/H1N1 pandemic of 2009-2010 and the COVID-19 pandemic have disrupted the frequency and pattern of air travel worldwide in recent years. 3 Table of Contents A majority of our revenues come from aeronautical services, and our principal source of aeronautical revenues is passenger charges. Passenger charges are payable for each passenger (other than diplomats, infants, transfer and transit passengers) departing from the airport terminals we operate, collected by the airlines and paid to us. In 2024 and 2025, passenger charges represented 46.1% and 41.3% of our consolidated revenues, respectively. Historically, Colombia has suffered internal armed conflicts with several non-state armed groups including the National Liberation Army (Ejército de Liberación Nacional or “ELN”) and the Revolutionary Armed Forces of Colombia (Fuerzas Armadas Revolucionarias de Colombia or “FARC”). These internal conflicts have recently escalated, particularly in the Colombian region known as “El Catatumbo”. While our overall business operations in Colombia are not typically impacted by these events, the regions in which some of our airports operate, including El Caraño airport, have been affected by the referred conflicts in the past. We cannot predict how and to what extent the ongoing internal armed conflicts in Colombia can impact our Colombian airports’ operations in the future. On February 24, 2022, Russian forces launched significant military action against Ukraine, and sustained conflict and disruption in the region has continued as of the date of this report. The military conflict has since caused significant volatility in commodity prices, credit and capital markets, as well as supply chain interruptions. The impact to Ukraine as well as actions taken by other countries could have a material adverse effect on our operations. The extent and duration of the military action, sanctions and resulting market and supply chain disruptions are highly unpredictable but could be substantial. Any general increase of hostilities in Ukraine, even if not made on or targeted directly at the air travel industry, or the fear of or the precautions taken in anticipation of any potential military attacks such as elevated national threat warnings, travel restrictions, selective cancellation or redirection of flights and new security regulations, among others, (and any related economic impact of such events) could result in decreased passenger traffic and increased costs to the air travel industry as a result of new security requirements, and could cause a material adverse effect on our business, results of operations, prospects and financial condition. On October 7, 2023, Hamas, a terrorist group in control of Gaza, carried out a surprise attack on Israeli cities and towns near the Gaza strip. Following this terrorist attack, Israel declared war on Hamas and other terrorist organizations in Gaza. This conflict escalated when Israel attacked nuclear and military sites in Iran, who in turn retaliated with aerial attacks against Israel, and later as a result of the United States’ attack to three Iranian nuclear sites on June 21, 2025. In October 2025, Israel and Hamas reached a renewed ceasefire agreement as part of a larger international peace plan. The conflict between Israel, Hamas, and Iran has since shifted toward a fragile ceasefire, although there have been claims of breaches. Further, the United Nations has reinstated sanctions on Iran over its nuclear program, and the United States has further intensified sanctions targeting entities associated with the financing of Hamas and Hezbollah. In addition, on January 3, 2026, the United States launched a series of air strikes against Venezuela and captured and removed former President Maduro and his wife, Cilia Flores, from the country. Following the U.S. strikes, Venezuela announced a state of national emergency, and President Trump announced U.S. plans to govern Venezuela for a transitional period. Since January 2026, the United States has continued to engage in diplomatic and economic measures in Venezuela, including steps toward normalization of relations with the interim government, while the duration and scope of any transitional governance arrangements remain uncertain. Further escalation of these conflicts could lead to significant market and other disruptions, which could have a material adverse effect on our business, financial position, results of operations and cash flows. On February 28, 2026, the United States and Israel launched coordinated military strikes against Iranian military, governmental and nuclear-related facilities, killing Iran’s leader and other senior officials and significantly escalating geopolitical tensions in the Middle East. Iran has responded with missile and drone strikes against Israel and U.S. military installations across the region. As of early April 2026, hostilities between Iran, the United States and Israel remain ongoing, with continued exchanges of strikes contributing to heightened geopolitical instability in the region. The extent and duration of this conflict and any further escalation thereof are highly unpredictable, but could contribute to sustained volatility in energy markets, disruptions to global trade routes, and instability in financial markets. Any of these developments, as well as any resulting reduction in air travel demand, could have a material adverse effect on our business, financial position, results of operations and cash flows. 4 Table of Contents Because our revenues are largely dependent on the level of passenger traffic in our airports, any general increase of hostilities relating to reprisals against terrorist organizations, armed groups, further conflict in the Middle East or Ukraine, pandemics or outbreaks of health epidemics such as Influenza A/H1N1, SARS, avian influenza, COVID-19 or other events of general international concern (and any related economic impact of such events) could result in decreased passenger traffic and increased costs to the air travel industry and, as a result, could cause a material adverse effect on our business, results of operations, prospects and financial condition. Hurricanes and other natural disasters have adversely affected our business in the past and could do so again in the future. The southeast region of Mexico and Puerto Rico, like other Caribbean destinations, experience hurricanes, particularly during the third quarter of each year. Portions of the southeast region of Mexico, the Caribbean region of Colombia and Puerto Rico also experience earthquakes from time to time. Natural disasters may impede operations, damage infrastructure necessary to our operations and/or adversely affect the destinations served by our airports. Any of these events could reduce our passenger traffic volume. The occurrence of natural disasters in the destinations we serve has adversely affected, and could in the future adversely affect, our business, results of operations, prospects and financial condition. Some experts believe that climate change due to global warming could increase the frequency and severity of hurricanes in the future. We have insured the physical facilities at our airports against damage caused by natural disasters, accidents or other similar events, but do not have insurance covering losses due to resulting business interruption. Moreover, should losses occur, there can be no assurance that losses caused by damages to the physical facilities will not exceed the pre-established limits on the policies. Between December 2019 and February 2020, a series of earthquakes shook Puerto Rico. The first earthquake in the series, a 4.7 magnitude earthquake, struck on December 28, 2019. The last earthquake in the series, a 5.0 magnitude earthquake, struck on February 4, 2020. The largest earthquake in the series was a 6.4 magnitude earthquake that struck on January 7, 2020. The Governor of Puerto Rico declared a state of emergency in response on January 7, 2020. The series of earthquakes caused power and water outages across Puerto Rico and estimates of financial losses exceeded U.S.$3.0 billion. LMM Airport remained open throughout the series of earthquakes. The series of earthquakes did not cause substantial damage to LMM Airport and did not result in material interruptions to our operations. On September 20, 2022, Hurricane Fiona struck Puerto Rico, causing landslides, flooding and a total blackout by damaging the power transmission and distribution lines in Puerto Rico. While Hurricane Fiona did not cause significant damages to the LMM Airport, air travel was suspended starting September 17, 2022 at 10pm and reinstated on September 19, 2022. The hurricane brought approximately 30 inches of rain and damaged 50% of power transmission and distribution lines across Puerto Rico. In July 2024, Hurricane Beryl struck the Yucatan Peninsula causing heavy rainfall and winds of up to 108 miles per hour. Air travel was suspended at the Cancun and Cozumel airports on Thursday July 4, 2024 and reinstated on early morning of July 5, 2024. A total of 332 flights were cancelled and 76 flights were delayed. The hurricane did not cause substantial damages to our Cancun and Cozumel Airports. On August 2024, Hurricane Ernesto struck Puerto Rico, causing serious flooding and blackouts due to damages in the power transmission and distribution lines. Air travel was suspended in the Luis Muñoz Marín International Airport, and while the hurricane did not cause substantial damage to the LMM Airport, 145 flights were canceled. On August 2025, Hurricane Erin struck Puerto Rico, causing serious flooding and blackouts. Air travel was suspended in the Luis Muñoz Marín International Airport, and while the hurricane did not cause substantial damage to the LMM Airport, 91 flights were canceled, and 13 were delayed. 5 Table of Contents Fluctuations in international petroleum prices could reduce demand for air travel. Fuel represents a significant cost for airlines. International prices of fuel have experienced significant volatility in recent years. Most of our airline customers use kerosene-based jet fuel, the price of which is normally based upon the U.S. spot prices for that fuel plus the cost of transportation to each airport. Although the U.S. Gulf Coast spot price for jet fuel has decreased from its high of U.S.$4.81 per gallon on September 12, 2008, it has continued to fluctuate in 2025, with a high of U.S.$2.50 per gallon on November 18, 2025, and a low of U.S.$1.85 per gallon on May 7, 2025, according to the Energy Information Administration of the U.S. Department of Energy. As of March 30, 2026, the U.S. Gulf Coast spot price for jet fuel was U.S.$4.24 per gallon. The price of fuel may be subject to further fluctuations resulting from a reduction or increase in output of petroleum, voluntary or otherwise, by oil-producing countries, other market forces, a general increase in international hostilities or any future terrorist attacks. Our business could be negatively impacted by hydrocarbon price volatility as a result of, Russian activities in Ukraine, including Russia expanding its production of oil and gas to finance its activities in Ukraine and destabilize world energy markets, the ongoing conflict in the Middle East, or the recent U.S. military intervention in Venezuela involving the capture of Nicolás Maduro and the announced state of emergency. Oil prices are particularly sensitive to actual and perceived threats to global political stability and to changes in production from member states of the Organization of the Petroleum Exporting Countries. Additionally, the conflict between Russia and Ukraine has caused shortages in the availability of aircraft fuel, including as a result of targeted sanctions and export control measures imposed by the United States and foreign government bodies. Although for the year ended December 31, 2025, any such shortages have not been material, there is no assurance that the shortages will not become more severe, and we cannot predict the continued impact of these sanctions and export measures, or the impact of any further retaliatory actions that may be taken by Russia and the United States and foreign government bodies. Further, while the impact of the military intervention conducted by the United States in Venezuela remains to be seen as of the date of this report, their effects could result in fluctuations in oil prices. Shortages in the availability of, or increase in demand for, crude oil in general, other crude oil based derivatives and aircraft fuel in particular have resulted, and could continue to result, in increased fuel prices and could have a material adverse effect on our business, results of operations, and financial condition. In addition, a number of airlines have engaged in hedging strategies with respect to fuel prices. While fuel hedging has historically been used to mitigate volatility in fuel costs, recent geopolitical developments have contributed to significant increases in jet fuel prices and heightened volatility. In 2025, many airlines reduced their hedging positions, opting to hedge only a portion of their fuel needs or using more flexible derivative instruments such as options. This trend has continued into 2026, with certain airlines largely foregoing fuel hedging altogether, while others maintain partial hedging programs with shorter time horizons or lower coverage levels. Additionally, airlines are focusing on improving fuel efficiency and exploring operational and strategic measures, including capacity adjustments and increased use of sustainable aviation fuels, to manage fuel-related costs. However, increases in airlines’ costs may result in higher airline ticket prices and may decrease demand for air travel generally, thereby having an adverse effect on our revenues and results of operations. The loss or suspension of operations by one or more of our key customers could result in a loss of a significant amount of our revenues. The global airline industry has recently experienced and may continue to experience in the future significant financial difficulties, marked by the filing for bankruptcy protection of several carriers and recent warnings regarding industry profitability. In October 2021, the International Air Transport Association, or IATA, issued its 2021 financial forecast for the global commercial airline industry, estimating a net post-tax loss of about U.S.$51.8 billion, due to the effects of COVID-19. In December 2025, the IATA announced that the airline industry net profits for 2024 were U.S.$28.3 billion. According to IATA’s forecasts, the airline industry continued to recover during 2024 and 2025, which is expected to continue in 2026. In December, 2025, the IATA announced that the airline net industry profits are expected to be of U.S.$39.5 billion in 2025. With respect to 2026 forecasts, IATA estimates that the airline industry will have a global net profit of U.S.$41.0 billion on revenues of U.S.$1,053 billion. While COVID-19 is no longer having a material impact on the airline industry, the resurgence of COVID-19 or the surge of any disease, pandemic or epidemic could have a material adverse effect on airlines and may continue to trigger additional insolvencies within the global airline industry. Our business and results of operations could be adversely affected if we do not continue to generate comparable portions of our Mexican regulated revenue from our key customers, including VivaAerobus (which accounted for 13.4% of our revenues in 2023, 14.3% in 2024, and 14.6% in 2025), Volaris (which accounted for 12.0% of our revenues in 2023, 10.1% in 2024 and 9.1% in 2025), Aeromexico (which accounted for 10.7% of our revenues in 2023, 10.1% in 2024 and 10.0% in 2025), American Airlines (which accounted for 8.5% of our revenues in 2023, 10.1% in 2024 and 10.6% in 2025), United Airlines (which accounted for 7.5% of our revenues in 2023, 8.4% in 2024 and 9.1% in 2025) and Delta Airlines (which accounted for 5.1% of our revenues in 2023, 5.5% in 2024 and 7.0% in 2025). 6 Table of Contents On February 28, 2023, Fast Colombia, S.A.S.’s low-cost airline (Viva Air) suspended all flights due to financial distress, and on June 21, 2023, the Colombian Superintendence of Corporations announced the commencement of the airline’s liquidation proceeding. Pursuant to an order issued on July 19, 2025, Sociedad Operadora de Aeropuertos Centro Norte S.A.S. (“Airplan”) was recognized as a creditor of Viva Air in the amount of Ps. 13.8 million. As partial satisfaction of the claim, Airplan was awarded Ps. 1.6 million in cash, Ps. 2.7 million in rights over tools and spare parts and Ps. 0.1 million in trademark rights. Airplan accepted the payment in cash but rejected the proposed payments in rights. As of December 31, 2025, we are owed Ps. 13.6 million from Viva Air, which was declared uncollectable by the aforementioned court order and which is included in our allowance for doubtful accounts, and we might not be able to recover the full amount owed to us. As of the date of this report, the liquidation proceedings remain ongoing. On March 29, 2023, Ultra Airlines S.A.S. (“Ultra Airlines”), a low-cost airline, suspended all flights due to financial distress, and on June 28, 2023, Colombian Superintendence of Corporations announced the commencement of the airline’s judicial liquidation proceeding. By an adjudication order issued on June 19, 2025, the distribution of the company’s assets among its creditors became final. Pursuant to an order issued on June 19, 2025, Airplan S.A.S. was recognized as a creditor of Ultra Airlines in the amount of Ps. 10.0 million. As partial satisfaction of the claim, Airplan S.A.S. was awarded Ps. 2.9 million in cash, which was received in September 2025. On November 13, 2025, the Colombian Superintendence of Corporations approved the liquidator’s final accounting and formally declared the conclusion of the judicial liquidation proceeding of Ultra Air S.A.S. As of December 31, 2025, we are owed Ps. 7.8 million from Ultra Airlines, which was declared uncollectable by the aforementioned court order and is included in our allowance for doubtful accounts, and we might not be able to recover the full amount owed to us. In August 2025, Spirit Airlines, the largest low-cost airline in the U.S., filed for Chapter 11 bankruptcy protection in the U.S. for the second time to restructure and reduce costs. As of December 31, 2025, Spirit Airlines continues to operate in Cancun Airport, Luis Muñoz Marín International Airport, and José María Córdova International Airport. On December 2024, Silver Airways filed for Chapter 11 bankruptcy protection in the U.S., and on June 11, 2025, Silver Airways suspended all flights and operations. Moreover, revenues from Mexican passenger charges are not secured, and we may not be able to collect amounts invoiced in the event of the insolvency of one of our principal airline customers. In recent years, many airlines have reported substantial losses. Our revenues from passenger charges from our principal airline customers are not secured by a bond or any other collateral. Furthermore, Mexican passenger charges, which accounted for 14.0% of our revenues in 2025, are collected by airlines from passengers on our behalf and are later paid to us 30 to 115 days following the date of each flight. If any of our key customers were to become insolvent or seek bankruptcy protection, we might not be able to recover the full amount of such charges. For example, as a result of the Grupo Mexicana bankruptcy, we estimate that Ps. 128.0 million in accounts receivable could be at risk of not being recovered, which represented 4.9% of our total accounts receivable as of December 31, 2025. On December 11, 2020, Interjet stopped all flights and has not resumed operations. As of December 31, 2025, we are owed Ps. 75.0 million from Interjet, which is included in our allowance for doubtful accounts, and we might not be able to recover the full amount owed to us. None of our contracts with our principal airline customers obligate them to continue providing service to our airports and we can offer no assurance that competing airlines would seek to increase their flight schedules if any of our key customers reduced their use of our airports. Although in the past we were able to renew our agreements with our principal airline customers at our Mexican airports, some of these contracts are scheduled to expire in December 2025 and we cannot assure whether these will be renewed. With respect to our Colombian airports, our subsidiary Airplan, charges airlines various fees (relating to domestic routes, international routes and development). The tariffs are established by either the Special Administrative Unit of Civil Aeronautics (Unidad Administrativa Especial de Aeronáutica Civil), or the Colombian Civil Aviation Authority (Aerocivil) pursuant to Resolution 04530 of 2007, as amended by Resolutions 02251 and Resolution 031 of 2019, and Colombian Aeronautical Regulation No.14 (Reglamento Aeronáutico de Colombia). As of December 31, 2025, the following airlines at our Colombian airports were subject to such tariffs: Avianca, Aerorepública (COPA), LATAM, American Airlines, Clic Air, Spirit, Aeroméxico, JetBlue, Satena, Wingo, Jet Smart Chile, Jet Smart Peru, Air Europa, Ara Jet, Jet Air, Moon Flight, Ez Air, America´s Air, Aerea ,Custom Aviation, Hangar 29 S.A.S., Helijet, Heligolfo, Heliservice, Helistar, Helisur, Pacífica de Aviación, SASA, SARPA, SEARCA, AVIOR and United Airlines among others. 7 Table of Contents We expect that we will continue to generate a significant portion of our revenues from a relatively small number of airlines in the foreseeable future. Our business and results of operations could be adversely affected if we do not continue to generate comparable portions of our revenue from our key customers. In addition, Mexican law prohibits an international airline from transporting passengers from one Mexican location to another (unless the flight originated outside Mexico), which limits the number of airlines providing domestic service in Mexico. Accordingly, we expect to continue to generate a significant portion of our revenues from Mexican domestic travel from a limited number of airlines. Moreover, some of our commercial clients may face difficulties making their payments to our airports, including during the COVID-19 outbreak and the resulting decrease in air traffic. Any such difficulties could result in attempts to renegotiate our commercial clients’ lease and payment terms, but we cannot guarantee that any attempted renegotiations would be successful. In the event of unsuccessful renegotiations, some commercial clients may choose to vacate our commercial spaces. We cannot guarantee that we will be able to re-lease any vacated commercial spaces. Any renegotiation process, cancellation of commercial leases or attempt to re-lease vacant space could lead us to incur costs and have a negative effect on our revenues. We could be subject to fines, penalties and other adverse consequences pending the outcome of our appeal against the Mexican government’s tax treatment of airport concessions at Cancún Airport. When bidding was concluded for the shares of the Mexican airport group that became ASUR, the Ministry of Infrastructure, Communications and Transportation agreed that the concessionaire could amortize the value of the concession at an annual rate of 15.0% for tax purposes. Contrary to this decision, in February 2012, the Ministry of Finance and Public Credit determined that this agreement was invalid and that the rate should instead be 2.0%. We filed an appeal in April 2012 to reverse this determination. In May 2013, while our appeal was pending, the Mexican federal government implemented a tax amnesty program for federal taxes, which we participated in by paying Ps.128.3 million to settle the claim with the Ministry of Finance and Public Credit solely with respect to income taxes. Our participation in the tax amnesty program, however, had no impact on our separate appeal of the amount of distributions owed by the Company under the mandatory employee statutory profit sharing regime established by Mexican federal labor laws. In September 2023, Quintana Roo’s Tax Authority determined that the Company owed Ps. 99.8 million in distributions under the mandatory employee statutory profit-sharing regime. We have appealed this resolution via an annulment action which, as of April 16, 2026, is still pending to be resolved. If we were to lose the appeal, we estimate that we would be required to pay an additional Ps.99.8 million in distributions under the mandatory employee statutory profit-sharing regime. The FAA could downgrade Mexico’s air safety rating again, which could result in a decrease in air traffic between the United States and our airports. The United States Federal Aviation Authority (the “FAA”) evaluates the legal framework for civil aviation and issues related to the monitoring, staff training and inspection processes related to regulations issued by the International Civil Aviation Organization (“ICAO”). On May 25, 2021, the FAA downgraded Mexico’s aviation safety rating from an ICAO Category 1 rating to an ICAO Category 2 rating, as a result of the FAA’s visit to the Federal Civil Aviation Agency (Agencia Federal de Aviacion Civil, “AFAC”) between October, 2020 and February, 2021. The downgrade was attributable to 24 safety-related issues in Mexico’s aviation, which were identified as areas of non-compliance with minimum ICAO safety standards. ​ 8 Table of Contents The FAA had already downgraded Mexico’s aviation safety rating from a Category 1 rating to a Category 2 rating on July 30, 2010, as a result of the FAA’s visit to the Mexican Bureau of Civil Aviation (currently AFAC) between January and July 2010. The downgrade was attributable to an insufficient number of flight inspectors and administrative and organizational elements in the Mexican Bureau of Civil Aviation (currently AFAC). The consequences of the above-mentioned downgrades were the suspension of the right to operate code-shared flights and the restriction of Mexican airlines’ ability to increase the frequency of, or add new routes to, the United States. In 2023, 2024, and 2025, 0.7%, 1.1%, and 1.6% respectively, of the passengers that traveled through our airports traveled on flights to or from the United States operated by Mexican airlines. While in September 2023 the FAA returned Mexico’s Category 1 aviation safety rating, Mexico’s rating can be downgraded again in the future, and we cannot predict what impact such a downgrade would have on our passenger traffic or results of operations, or on the public perception of the safety of our airports. Additionally, as one of the measures aimed at recovering Mexico’s Category 1 status, on May 3, 2023, the Mexican government published a decree amending the Federal Public Administration Law (Ley Orgánica de la Administración Pública Federal), the Mexican Army and Airforce Law (Ley Orgánica del Ejército y Fuerza Aérea Mexicanos), the Mexican Airport Law (Ley de Aeropuertos) and the Mexican Civil Aviation Law (Ley de Aviacion Civil). See “Item 3. Key Information—Risk Factors— Risks Related to the Regulation of Our Business— Changes to Mexican laws, regulations and decrees applicable to us could have a material adverse impact on our results of operations.” Our business is highly dependent upon revenues from Cancún International Airport. In 2025, Ps. 21,737.5 million (including construction services) or 58.4% of our revenues were derived from operations at Cancún International Airport. During 2023, 2024 and 2025, Cancún International Airport represented 75.3%, 73.4%, and 72.3% respectively, of our passenger traffic in Mexico and 58.9%, 57.1%, and 56.2% respectively, of our air traffic movements in Mexico. The desirability of Cancún as a tourist destination and the level of tourism to the area are dependent on a number of factors, many of which are beyond our control. For example, some media outlets continue to report an increase in the level of drug-related violence in Mexico. Although these reports generally indicate that this increase in violence affects mostly cities in northern Mexico and the west coast of Mexico, and is generally not directed at tourists, the reports may have created a perception that Mexico has become a less safe and secure place to visit. In turn, we believe that it is possible that this perception has adversely affected the desirability of Cancún as a tourist destination. This perception may have been fueled further by travel advisories issued by the U.S. State Department that listed Cancún as a place in Mexico where visiting tourists must be cautious. On January 23, 2023, the United States Department of State issued a press release warning U.S. citizens of certain violent outbreaks between Uber drivers and local taxi unions in Quintana Roo, which often resulted in U.S. citizens being injured. Further, on March 13, 2023, the United States Department of State issued a press release advising U.S. citizens to exercise increased caution in certain touristic areas such as Cancun, Playa Del Carmen, and Tulum. Since then, the U.S. Department of State has continued to advise that U.S. citizens should “exercise increased caution” when traveling in Mexico, including in the State of Quintana Roo, under the current Level 2 (Exercise Increased Caution) advisory first issued on August 12, 2025, which remains in effect as of early 2026. The advisory specifically notes that violent crime and incidents have occurred in Quintana Roo and recommends that travelers pay close attention to their surroundings. We cannot assure you that tourism in Cancún will not decline in the future, which could in turn affect passenger traffic in our Cancún Airport. Any event or condition affecting Cancún Airport or the areas that it serves could have a material adverse effect on our business, results of operations, prospects and financial condition. Increases in prevailing interest rates could adversely affect our financial condition. An increase in prevailing interest rates could adversely affect our financial condition. As of December 31, 2025, we had U.S.$1,526.5 million in outstanding indebtedness, U.S.$1,034.0 million of which was floating rate. Any increased interest expense associated with increases in interest rates affects our ability to service our debt absent the benefit from any hedging arrangements. Accordingly, an increase in the prevailing interest rates applicable to our loans would increase our debt service costs, which in turn would negatively affect our results of operations. For further details regarding our indebtedness, see “Item 5—Operating and Financial Review and Prospects—Liquidity and Capital Resources—Indebtedness.” 9 Table of Contents Security enhancements have resulted in increased costs and may expose us to greater liability. The air travel business is susceptible to increased costs resulting from enhanced security and higher insurance and fuel costs. Following the events of September 11, 2001, we reinforced security at our airports. For a description of the security measures that we adopted, see “Item 4. Information on the Company—Business Overview—Non-Aeronautical Services—Airport Security.” While enhanced security at our airports has not resulted in a significant increase in our operating costs to date, we may be required to adopt additional security measures in the future. Since 2014, we carry an insurance policy covering damages to property resulting from terrorist acts for our Puerto Rico airport, which in 2025 amounted to U.S.$160.0 million. The insurance premiums we pay may be increased in the future, which would increase our costs of operation and affect our business results. Further, because our insurance policies do not cover losses resulting from war in any amount or from terrorism for amounts greater than U.S.$160.0 million, we could incur significant costs if we were to be directly affected by events of this nature. While governments in other countries have agreed to indemnify airlines for liabilities they might incur resulting from terrorist attacks, the Mexican government has not done so and has given no indication of any intention to do the same. In addition, fuel prices and supplies, which constitute a significant cost for airlines using our airports, may be subject to increases resulting from any future terrorist attacks, a general increase in international hostilities or a reduction in output of fuel, voluntary or otherwise, by oil producing countries. Such increases in airlines’ costs have resulted in higher airline ticket prices and decreased demand for air travel generally, thereby having an adverse effect on our revenues and results of operations. In addition, because a substantial majority of our international flights involve travel to the United States, we may be required to comply with security directives of the FAA, in addition to the directives of Mexican and Colombian aviation authorities. In addition, because a substantial percentage of our international flights involve travel to and from the United States, we may be required to comply with security directives of the FAA in addition to the directives of Mexican aviation authorities. Security measures taken to comply with future security directives of the FAA or the Mexican Bureau of Civil Aviation or in response to a terrorist attack or threat could reduce passenger capacity at our airports due to increased passenger screening and slower security checkpoints and increase our operating costs, which would have an adverse effect on our business, results of operations, prospects and financial condition. Furthermore, under the Mexican Airport Law, we are currently responsible for inspecting passengers and their carry-on luggage before they board any aircraft. Under Mexican law, we may be liable to third parties for personal injury or property damage resulting from the performance of such inspection. In addition, we may be required to adopt additional security measures in the future or undertake capital expenditures if security measures for carry-on luggage are required to be enhanced, which could increase our liability or adversely affect our operating results. Interruptions in the proper functioning of information systems or other technologies could disrupt operations and cause unanticipated increases in costs and/or decreases in revenues. The proper functioning of our information systems is important to the successful operation of our business. If critical information systems fail or are otherwise unavailable, our ability to provide airport services at our airports, collect accounts receivable, pay expenses and maintain our security and customer data, could be adversely affected. In addition, incidents such as cyber-attacks, viruses, other destructive or disruptive software or activities, process breakdowns, outages or accidental release of information could adversely affect our technological systems and result in a disruption to our operations, the improper disclosure of personal, privileged or confidential information, or unauthorized access to our digital content or any other type of intellectual property. Currently, our information systems are protected with backup systems, including physical and software safeguards and a cold site to recover information technology operations. These safety components reduce the risk of disruptions, failures or security breaches of our information technology infrastructure and are reviewed periodically by external advisors. Nonetheless, any such disruption, failure or security breach of our information technology infrastructure, including our back-up systems, could have a negative impact on our operations. To date we have not experienced any major incidents related to cybersecurity or our information systems. Any such incident could cause damage to our reputation and may require us to expend substantial resources to remedy the situation and could therefore have a material adverse effect on our business and results of operations. In addition, there can be no assurance that any efforts we make to prevent these incidents will be successful in avoiding harm to our business. 10 Table of Contents Our revenues are highly dependent upon levels of passenger and cargo traffic volumes and air traffic, which depend in part on factors beyond our control. Our revenues are closely linked to passenger and cargo traffic volumes and the number of air traffic movements at our airports. These factors directly determine our revenues from aeronautical services and indirectly determine our revenues from non-aeronautical services. Passenger and cargo traffic volumes and air traffic movements depend in part on many factors beyond our control, including economic conditions in Mexico, Colombia and the United States, the political situation in Mexico, Colombia and elsewhere in the world, the attractiveness of our airports relative to that of other competing airports, fluctuations in petroleum prices (which can have a negative impact on traffic as a result of fuel surcharges or other measures adopted by airlines in response to increased fuel costs) and changes in regulatory policies applicable to the aviation industry. Reports suggesting an increase in the level of violent crime in Mexico may have had an adverse impact on passenger traffic to our Mexican airports, even though such airports serve areas of Mexico that have been less affected by violent crime. Similarly, reports suggesting an increase in the level of violence or political or economic instability in Colombia may have an adverse impact on passenger traffic to our Colombian airports. Any decreases in air traffic to or from our airports as a result of factors such as these could adversely affect our business, results of operations, prospects and financial condition. Our business is highly dependent upon the operations of certain airports, including Mexico City and Bogotá Area airports. In 2023, 2024 and 2025, 45.0%, 41.6%, and 39.7% respectively, of our Mexican domestic passengers flew to or from our airports via Mexico City International Airport. As a result, our Mexican domestic traffic is highly dependent upon the operations of Mexico City International Airport. We cannot assure you that the operations of the Mexico City International Airport will not decrease or be adversely affected by construction of additional airports in the future. In 2025, overall Mexican domestic passenger traffic to and from Mexico City decreased 5.2% compared to 2024. In 2025, 37.1% of our Colombian domestic passengers flew to or from our airports via El Dorado International Airport in Bogotá, Colombia. As a result, our Colombian domestic traffic is highly dependent upon the operations of El Dorado International Airport. Any event or condition that adversely affects Mexico City and Bogotá area airports could adversely affect our business, results of operations, prospects and financial condition. Competition from other tourist destinations could adversely affect our business. One of the principal factors affecting our results of operations and business is the number of passengers using our airports. The number of passengers using our airports may vary as a result of factors beyond our control, including the level of tourism in Mexico, Colombia and Puerto Rico. In addition, the passenger traffic volume at our Mexican airports and LMM Airport may be adversely affected by the attractiveness, affordability and accessibility of competing tourist destinations in Mexico, such as Acapulco, Puerto Vallarta and Los Cabos, or elsewhere, such as Florida, Cuba, Jamaica, the Dominican Republic and other Caribbean islands and Central American destinations. The attractiveness of the destinations we serve is also likely to be affected by perceptions of travelers as to the safety and political and social stability of Mexico, Colombia and Puerto Rico. There can be no assurance that tourism levels in the future will match or exceed current levels. If a change in relations with our labor force should occur, such a change could have an adverse impact on our results of operations. Although we currently believe we maintain good relations with our labor force, if any conflicts with our employees were to arise in the future, including with our unionized employees (which accounted for 20.9% of our total employees as of December 31, 2025), resulting events such as strikes or other disruptions that could arise with respect to our workforce could have a negative impact on our business or results of operations. The operations of our airports may be disrupted due to the actions of third parties beyond our control. As is the case with most airports, the operation of our airports is largely dependent on the services of third parties, such as air traffic control authorities, airlines, energy suppliers and suppliers of fuel to aircraft at our airports. 11 Table of Contents On September 20, 2017, 730 of Colombian flagship airline carrier Avianca’s 1,300 pilots walked off the job, demanding higher wages and benefits. The strike lasted 51 days and caused Avianca to ground hundreds of flights and contract foreign-based crews to serve its important long-haul routes to the United States and Europe. As a result, our passenger traffic in our Colombian airports decreased 13.0% in October 2017, 13.7% in November 2017, and 12.3% in December 2017 relative to the same monthly periods in 2016. We are also dependent upon the Mexican government or entities of the government for provision of services such as immigration services for our international passengers. We are not responsible for and cannot control the services provided by these parties. Additionally, under the Mexican Airport Law, we are required to provide complementary services at each of our airports if there is no third party providing such services. As a result, any disruption in or adverse consequence resulting from the services of third parties, including a work stoppage or other similar event, may require us to provide these services personally or find a third party to provide them, and either event may have a material adverse effect on the operation of our airports and on our results of operations. Fernando Chico Pardo and Grupo ADO, S.A. de C.V., directly and through their own investment vehicles and their interests in Inversiones y Técnicas Aeroportuarias, S.A.P.I. de C.V., (“ITA”), have a significant influence as stockholders and over our management, and their interests may differ from those of other stockholders. CHPAF Holdings, S.A.P.I. de C.V. (“CHPAF”), an entity directly or indirectly owned and controlled by Fernando Chico Pardo, who is also the chairman of our Board of Directors, owns 21.67% of our total capital stock. In addition, Grupo ADO, S.A. de C.V. (“Grupo ADO”) directly owns 1.33% of our total capital and indirectly through its subsidiaries (including Inversiones Productivas Kierke, S.A. de C.V. (“Inversiones Kierke”)), owns 12.33% of our total capital stock. Further, ITA, an entity which is owned 50.0% by entities directly owned and controlled by Mr. Fernando Chico Pardo and 50.0% by Inversiones Kierke, holds Series BB shares representing 7.65% of our capital stock. Series BB shares provide for special management rights. For example, pursuant to our bylaws, ITA is entitled to present to the Board of Directors the name or names of the candidates for appointment as chief executive officer, to remove our chief executive officer and to appoint and remove one half of the executive officers, and to elect two members of our Board of Directors. Our bylaws also provide ITA veto rights with respect to certain corporate actions (including some requiring approval of our shareholders) so long as its Series BB shares represent at least 7.65% of our capital stock. Mr. Fernando Chico Pardo and Grupo ADO have entered into a shareholders’ agreement that requires their unanimous consent to cause ITA to exercise certain of these rights. Special rights granted to ITA are more fully discussed in “Item 10. Additional Information” and “Item 7. Major Shareholders and Related Party Transactions.” Therefore, Mr. Fernando Chico Pardo and Grupo ADO are each able to exert a significant influence over our management and matters requiring the approval of our stockholders. The interests of Mr. Fernando Chico Pardo Grupo ADO and ITA may differ from those of our other stockholders, and there can be no assurance that any of Mr. Fernando Chico Pardo, Grupo ADO or ITA will exercise its rights in ways that favor the interests of our other stockholders. In particular, Grupo ADO is a Mexican bus company that may directly or indirectly compete with our key airline customers in the Mexican transportation market. Furthermore, the concentration of ownership by Mr. Fernando Chico Pardo, Grupo ADO and the special rights granted to ITA may have the effect of impeding a merger, consolidation, takeover or other business combination involving ASUR. Some of our board members and stockholders may have business relationships that may generate conflicts of interest. Some of our board members or stockholders may have outside business relationships that generate conflicts of interest. For example, Fernando Chico Pardo, the chairman of our Board of Directors and one of our principal indirect stockholders, is a member of a number of other boards of directors that from time to time may have interests that diverge from our own. In addition, Grupo ADO, whose executives sit on our Board of Directors and which is one of our principal stockholders, operates a bus transportation business and has other interests that may be different than ours. Conflicts may arise between the interests of these or other individuals in their capacities as our shareholders and/or directors, on the one hand, and their outside business interests on the other. There can be no assurance that any conflicts of interest will not have an adverse effect on our shareholders. 12 Table of Contents Our operations are at greater risk of disruption due to the dependence of most of our airports on a single commercial runway. As is the case with many other domestic and international airports around the world, all of our airports (except for our Cancún, Mérida and LMM Airports) have only one commercial aviation runway. While we seek to keep our runways in good working order and to conduct scheduled maintenance during off-peak hours, we cannot assure you that the operation of our runways will not be disrupted due to required maintenance or repairs. In addition, our runways may require unscheduled repair or maintenance due to natural disasters, aircraft accidents and other factors that are beyond our control. The closure of any runway for a significant period of time could have a material adverse effect on our business, results of operations, prospects and financial condition. We are exposed to risks related to construction projects. The building requirements under our master development programs in Mexico could encounter delays or cause us to exceed our budgeted costs for such projects, which could limit our ability to expand capacity at our Mexican airports, increase our operating or capital expenses and adversely affect our business, results of operations, prospects and financial condition. Such delays or budgetary overruns also could limit our ability to comply with our Mexican master development programs. If we do not comply with our Mexican master development programs, we may be subject to fines or the loss of our Mexican concessions. Our previous master development programs in Mexico were in effect until December 31, 2023. On December 11, 2023, the Secretary of Infrastructure, Communications and Transport (“SICT”) approved our Mexican master development programs for the years 2024 through 2028, which took effect starting January 1, 2024. In May 2023, we entered into an investment agreement with Bávaro International Airport AIB, S.A.S. (AIB), CVC One, Inc., Grupo Abrisa, S.R.L., Muñoz Investment Banking Group Fund, LLC, Abraham Jorge Hazoury Toral and Alberto Alejandro Durán Santana for purposes of developing, constructing and operating an international airport in Bavaro, Dominican Republic. We had initially expected to maintain a 25% stake in the venture with a total estimated investment amount of U.S.$66.0 million once construction was completed, however the construction license granted in 2020 was revoked by Dominican authorities and the related appeal filed by AIB against the revocation is pending to be resolved. As of December 31, 2025, there is still no government approval for the construction of the Airport. If the venture developing the airport fails to obtain new licenses and other pending permits necessary to construct the airport in Bavaro, Dominican Republic, we will not be able to complete such project and will not recover the investments already made in connection with it. This, in turn, may affect our revenues, expenses and net income. During 2024, we incurred major capital expenditures in Puerto Rico, including capital expenses incurred in connection with the completion of Terminal D reconstruction, multilevel parking solar panels construction, and reconstruction of Runway 8/26. During 2025, we incurred major capital expenditures in Puerto Rico, including capital expenses incurred in connection with the design of the multilevel parking expansion, the construction of multilevel parking solar panels, the construction of the multilevel parking pedestrian bridge, the configuration of FIS in Terminal D and the reconstruction of an under-vehicle explosive detection system. We are exposed to risks related to other business opportunities. In the spring of 2017, we, through Aeropuerto de Cancún, entered into agreements to acquire a controlling interest in Airplan and Aeropuertos de Oriente S.A.S. (“Oriente”). In October 2017, we received the necessary approvals from the Colombian regulatory authorities to conclude the acquisition of a 92.42% stake in Airplan. Airplan has concessions to operate the following airports in Colombia: the Enrique Olaya Herrera Airport in Medellín, the José María Córdova International Airport in Rionegro, the Los Garzones Airport in Montería, the Antonio Roldán Betancourt Airport in Carepa, the El Caraño Airport in Quibdó and the Las Brujas Airport in Corozal. On May 25, 2018, we increased our ownership stake in Airplan to 100% by acquiring an additional 7.58% of Airplan’s capital stock. We terminated our agreement to purchase Oriente in 2018. We purchased the initial 92.42% interest in Airplan for an aggregate price of approximately U.S.$201.6 million, subject to pricing adjustments and pursuant to a series of agreements with the respective shareholders of Airplan. We paid U.S.$69.6 million of the purchase price with cash on hand, and obtained an unsecured loan of Ps. 4,000.0 million from BBVA in April 2017 to pay the balance of the purchase price. 13 Table of Contents In July 2012, the Puerto Rico Ports Authority (“PRPA”) granted Aerostar, our Puerto Rican subsidiary, a concession to operate the Luis Muñoz Marín International Airport (“LMM Airport”) under the United States FAA’s Airport Privatization Pilot Program. On February 27, 2013, the transaction was finalized and Aerostar began operating the LMM Airport. Aeropuerto de Cancún pledged its membership interests in Aerostar, as collateral for debt incurred by Aerostar to fund a portion of the concession fee and contingent liabilities related to the concession. In 2017 we acquired a majority interest in Aerostar. On July 30, 2025, our subsidiary ASUR US Commercial Airports, LLC entered into a purchase agreement with Unibail-Rodamco-Westfield’s wholly-owned subsidiary Westfield Development, Inc. to acquire all of the issued and outstanding equity interest of URW Airports, LLC for an enterprise value of US$295 million. The acquired business manages select commercial programs at several U.S. airports, including Terminals 1, 2, 3, 6, Tom Bradley International Terminal and Tom Bradley International Terminal West at Los Angeles International Airport (“LAX”), Terminal 5 at Chicago O’Hare International Airport (“ORD”), and Terminal 8 and New Terminal One at John F. Kennedy International Airport (“JFK”). The transaction closed on December 11, 2025. We funded the transaction with cash on hand and a secured financing from JPMorgan Chase Bank, N.A. Further, on November 18, 2025, Aeropuerto de Cancún entered into a purchase agreement with Motiva Infraestrutura de Mobilidade S.A. to acquire up to 100% of the shares representing the capital stock of Companhia de Participações em Concessões (CPC Aeroportos), for approximately US$936 million. CPC Aeroportos is an operator of 20 airports in Latin America, including 17 in Brazil, one in Costa Rica, one in Ecuador and one in Curaçao, and is a wholly-owned subsidiary of Motiva de Infraestructura de Mobilidade, S.A. The closing of the transaction, which is expected to occur during the second quarter of 2026, is subject to customary conditions precedent, including various regulatory approvals related to airport infrastructure and economic competition in Brazil. We expect to secure financing from JPMorgan Chase Bank, N.A. to fund the transaction. Aeropuerto de Cancún’s incurrence of debt may limit our ability to obtain financing for future acquisitions or transactions. We may also be unable to fully implement our business plans and strategies for the integration of the above-mentioned business into ours. The business growth opportunities, revenue benefits and other benefits expected to result from this acquisition may be delayed or not achieved as expected. To the extent that we incur higher integration costs or achieve lower revenue benefits or fewer cost savings than expected, our results of operations and financial condition may be adversely affected. We may also explore other business opportunities from time to time, which may result in risks and uncertainties similar to those described above. Our inability to successfully manage the risks and uncertainties related to such business opportunities could have a material adverse effect on our revenues, expenses and net income. Our LMM Airport business is conducted through Aerostar, which has a minority shareholder. On May 26, 2017 we acquired an additional 10% interest in Aerostar from our former joint venture partner, Oaktree Capital Management, L.P. (“Oaktree Capital”), increasing our total interest to 60.0%. The minority shareholder in Aerostar is PSP Investments, which acquired a 40.0% ownership interest in Aerostar from Oaktree Capital. We received all regulatory approvals for this transaction and, starting June 1, 2017, began to consolidate Aerostar’s results into our financial statements. All operating and management decisions relating to Aerostar, except for major decisions, require the approval of the majority of the votes of the managers. However, major decisions, including requiring the members to make additional capital contributions, setting Aerostar’s annual budget and approving distributions to Aerostar’s members, require a supermajority vote of Aerostar’s managers (a supermajority defined as a majority consisting of at least one manager designated by each member). Due to our 60% interest in Aerostar, we are entitled to designate a majority of members to the board of managers. Our interest and strategies in Aerostar’s operation of the LMM Airport may differ from those of PSP Investments because of the different nature of our respective businesses and for other reasons. These diverging interests may impair our ability to reach agreement with PSP Investments on certain major decisions. In the event that the managers appointed by each Aeropuerto de Cancún and PSP Investments cannot reach an agreement on certain major decisions and there is a deadlock, any manager may refer the deadlock to the Chief Executive Officers of ASUR or AviAlliance Canada Inc., a wholly-owned subsidiary of PSP Investments (“AviAlliance”). If the Chief Executive Officers are unable to resolve the deadlock, then the matter will be referred to a non-binding mediation process. Finally, if the matter is not resolved through mediation, then either member can submit the dispute to final and binding arbitration. In the event that we do not reach an agreement with PSP Investments on an issue that requires the supermajority approval of the managers, the delay and cost resulting from a deadlock could adversely affect the operations of the LMM Airport and in turn could have a material adverse effect on our business, financial condition, results of operations, cash flows, prospects and/or the market prices of our membership interests in Aerostar. 14 Table of Contents For a discussion of Aerostar’s operating agreement and how it governs our involvement in Aerostar, see “Item 4. Information on the Company—Business Overview—Aerostar’s Operating Agreement.” We are exposed to risks inherent to the operation of airports. We are obligated to protect the public at our airports and to reduce the risk of accidents. As with any company dealing with members of the public, we must implement certain measures for the protection of the public, such as fire safety in public spaces, design and maintenance of car parking facilities and access routes to meet road safety rules. We are also obligated to take certain measures related to aviation activities, such as maintenance, management and supervision of aviation facilities, rescue and fire-fighting services for aircraft, measurement of runway friction coefficients and measures to control the threat from birds and other wildlife on airport sites. These obligations could increase our exposure to liability to third parties for personal injury or property damage resulting from our operations. Our insurance policies may not provide sufficient coverage against all liabilities. While we seek to insure all reasonable risks, we can offer no assurance that our insurance policies would cover all of our liabilities in the event of an accident, terrorist attack or other incident. The markets for airport insurance and construction insurance are limited, and a change in coverage policy by the insurance companies involved could reduce our ability to obtain and maintain adequate or cost-effective coverage. A certain number of our assets cannot, by their nature, be covered by property insurance (notably aircraft movement areas, and certain civil engineering works and infrastructure). In addition, we do not currently carry business interruption insurance. Our sustainability targets and objectives included in our sustainability report and other public statements may expose us to numerous risks. We have developed, and will continue to develop, targets and objectives related to sustainability initiatives, including our corporate governance goals, emissions reduction targets and energy efficiency strategies. On April 16, 2026, we published our Sustainability Report for the year 2025 (the “Sustainability Report”), describing the measures we implemented towards achieving our environmental, social and governance goals, and to set new strategic objectives for the benefit of the company and our stakeholders. In the short and medium terms (2026-2029), our main sustainability objectives are to work towards emissions reductions and energy efficiency through both on-site and off-site generation of solar power, adopt measures to supplement our water consumption with systems to capture and use rainwater and create succession plans for our independent Board members and key executives. In the long term, we intend to make our operations carbon neutral, promote gender equity, align our corporate governance with best practice and increase our participation in and support for local communities. We cannot assure that the objectives set forth in our Sustainability Report will be achieved or achieved on the stated timelines. Further, our ability to achieve our stated objectives, including emissions reductions, energy efficiency and sustainable goals towards local communities, is subject to numerous factors and conditions, some of which are outside of our control. Our efforts to research, establish, accomplish, and accurately report on our sustainable objectives may expose us to operational, reputational, financial, legal, and other risks. Our business may face increased scrutiny from investors and other stakeholders related to our sustainability initiatives, including our publicly announced objectives and those set forth in our Sustainability Report, as well as our methodologies and timelines for pursuing those initiatives. If our sustainability initiatives do not meet evolving investor or other stakeholder expectations and standards, our reputation, ability to attract or retain employees, and attractiveness as an investment or business partner may be negatively impacted. Similarly, our failure to achieve our announced objectives or comply with ethical, environmental, or other standards, including reporting standards, may adversely impact our business. Furthermore, failure to achieve these objectives within the announced timelines, or at all, may adversely affect our business or reputation, or may expose us to government enforcement actions or private litigation. 15 Table of Contents Risks Related to the Regulation of Our Business The price regulatory system applicable to our Mexican airports imposes maximum rates for each airport, which does not guarantee that our consolidated results of operations, or that the results of operations of any Mexican airport, will be profitable. The system of price regulation applicable to our Mexican airports establishes an annual maximum rate for each airport, which is the maximum annual amount of revenues per workload unit (which is equal to one passenger or 100 kilograms (220 pounds) of cargo) that we may earn at that airport from services subject to price regulation. The maximum rates for our Mexican airports have been determined for each year through December 31, 2025. The Company recognized total regulated revenues from airports operated in Mexico for the year ended December 31, 2025 of Ps. 14,680 million. Management monitors and adjusts its income on a regular basis in order for its annual invoicing not to exceed the maximum rate limits at each of the airports operated by the Company in Mexico. Determining whether revenues are in excess of the maximum rates established in the concession requires management to obtain specific information, such as passenger traffic and cargo statistics, as well as the National Producer Price Index (excluding oil), authorized rates for airport services and the rate for airport use published by the Mexican regulator. On October 4, 2023, ASUR received a notification from the AFAC, a decentralized entity of the SICT, informing the amendment of the terms of the tariff base regulation set forth in Exhibit 7 of the concession titles (the “Amended Rate Regulation”) dated June 29, 1998, as amended on March 19, 1999. Section 10.8 of the concession titles provides that any of the terms of the concession may be amended by mutual agreement between the SICT and ASUR in accordance with applicable law. Following unsuccessful negotiations between ASUR and the SICT, on October 19, 2023, the AFAC decided to unilaterally modify the terms of Exhibit 7 of the concession titles. The legal basis pursuant to which the Ministry of Infrastructure, Communications and Transportation justified the amendment were, among others, the recently amended Mexican Airport Law and its related regulatory decrees, as well as the AFAC internal regulations and operation manuals entrusting this entity with broad discretionary powers over airport regulation. The amendment was further justified by the Ministry of Infrastructure, Communications and Transportation on the grounds that, because revenues derived from airport concessions had substantially surpassed the Mexican consumer price index and transport index, such increase had adversely impacted domestic air transport demand and had negatively affected consumers. As of the date of this report, the Company’s operating results were not significantly impacted as a result of the tariff adjustments made by the authority. We cannot guarantee that the AFAC or any other regulatory authority will refrain from further amending the terms of the tariff base regulation, which may potentially affect the maximum rates for each airport and result in a material adverse impact on our business operations, financial performance, and overall results. Under the terms of our Mexican concessions, there is no guarantee that the results of operations of any airport will be profitable. Further, under the terms of our Mexican concessions, each of our subsidiary concession holders is required to submit an updated master development plan for approval by the Ministry of Infrastructure, Communications and Transportation every five years. On December 11, 2023, the AFAC, based on the regular review of the maximum join rate on the new bases, determined the maximum joint rate of our Mexican airports for the period commencing on January 1, 2024 and ending December 31, 2028, as well as the respective efficiency factor in Pesos as of December 31, 2022. See “Item 5. Operating and Financial Review and Prospects” for additional information on changes of maximum joint rate calculation. For a discussion of the framework for establishing our maximum rates and the application of these rates, see “Item 4. Information on the Company—Mexican Regulatory Framework—Price Regulation”. 16 Table of Contents Our Mexican concessions provide that an airport’s maximum rates will be adjusted periodically for inflation. Although we are entitled to request additional adjustments to an airport’s maximum rates under certain circumstances, including the amendment of certain provisions of the Mexican Airport Law, our concessions provide that such a request will be approved only if the Ministry of Infrastructure, Communications and Transportation determines that certain events specified in our Mexican concessions have occurred. The circumstances under which we are entitled to an adjustment are described under “Item 4. Information on the Company—Mexican Regulatory Framework—Price Regulation—Special Adjustments to Maximum Rates.” There can be no assurance that any such request would be made or granted. If our request is not submitted in a timely manner, or if the adjustment is not approved by the Ministry of Infrastructure, Communications and Transportation, our business, financial condition and results of operations may be adversely affected. Our results of operations may be adversely affected by required efficiency adjustments to our Mexican maximum rates. Our Mexican maximum rates are subject to annual efficiency adjustments, which have the effect of reducing the maximum rates for each year to reflect projected efficiency improvements. For the five-year term ending December 31, 2023, an annual efficiency adjustment factor of 0.70% was established by the Ministry of Infrastructure, Communications and Transportation. The annual efficiency adjustment factor that will apply for the five-year term that started on January 1, 2024 and ending on December 31, 2028, is 0.80%. Future annual efficiency adjustments will be determined by the Ministry of Infrastructure, Communications and Transportation in connection with the setting of each airport’s maximum rates every five years. For a description of these efficiency adjustments, see “Item 4. Information on the Company—Mexican Regulatory Framework—Price Regulation—Methodology for Determining Future Maximum Rates.” We cannot assure you that we will achieve efficiency improvements sufficient to allow us to maintain or increase our operating income as a result of the progressive decrease in each airport’s maximum rate. Changes to Mexican laws, regulations and decrees applicable to us could have a material adverse impact on our results of operations. The Mexican government has in the past implemented changes and may in the future implement additional reforms to the tax laws applicable to Mexican companies including ASUR. In addition, changes to the Constitución Política de los Estados Unidos Mexicanos (“Mexican Constitution”) or to any other Mexican laws could also have a material adverse impact on our results of operations and cash flows. For example, on May 23, 2014, Mexico’s Federal Economic Competition Law (Ley Federal de Competencia Económica) (“LFCE”) was enacted. The LFCE grants broad powers to the Mexican National Antitrust Comission (Comisión Nacional Antimonopolio) (“CNA”), including the abilities to regulate essential facilities, investigate companies, and eliminate barriers to competition in order to promote access to the market and order the divestment of assets. The LFCE also entrusts CNA with the ability to conduct merger-control review and investigate anti-competitive behavior, and sets forth significant liabilities that may be incurred for violations of the law, including fines. CNA’s decisions may only be challenged through indirect appeal (amparo indirecto). Moreover, if the CNA determines that a specific service or product is an essential facility, it has the ability to regulate access conditions, prices, tariffs or technical conditions for or in connection with the specific service or product. The CNA has previously determined that certain elements of the infrastructure at Mexico City International Airport may be considered essential facilities. Should the CNA determine that all or part of the services we render in our Mexican airports are considered an essential facility, we may be required to implement significant changes to the way we currently do our business, which could have a material adverse impact on our results of operations. In connection with tax matters, the terms of our concessions do not exempt us from changes to the Mexican tax laws. Should the Mexican government implement changes to the tax laws that result in our having significantly higher income tax liability, we will be required to pay the higher amounts due pursuant to any such changes, which could have a material adverse impact on our results of operations. 17 Table of Contents On May 3, 2023, the Mexican government published a decree amending the Federal Public Administration Law, the Mexican Army and Airforce Law, the Mexican Airport Law and the Mexican Civil Aviation Law, introducing several changes such as (i) changing the administrative nature of the AFAC from a regulatory agency to a decentralized administrative entity (órgano administrativo desconcentrado) of the Ministry of Infrastructure, Communications, and Transportation; (ii) enhancing the regulatory and supervisory responsibilities of the AFAC over civil aviation matters, which were previously assigned to the SICT, including the issuance of technical and administrative regulations applicable to the master development programs; (iii) authorizing the Ministry of Infrastructure, Communications, and Transportation to grant, for an indefinite term, assignments to state-owned entities for the management, operation, and, if applicable, construction of airports; (iv) mandating additional obligations for concessionaires to notify the AFAC of changes in the board of directors, amendments to the bylaws, or any change in the corporate structure of the concessionaire; (v) modifying certain causes for revocation of concessions and establishing applicable sanctions for concessionaires not complying with flight schedules, timetables, or any other requirements; (vi) including a list of causes for revocation of permits granted to aerodromes; (vii) mandating permit holders and concessionaires of civil aerodromes to allow the use and provide airport services to military aircraft for search and rescue activities, for providing support in case of disasters and emergencies, and (viii) prohibiting cabotage practices of foreign airlines in Mexico. As of the date of this filing, we cannot determine whether these amendments could affect the Mexican economy or our operations in Mexico. Additionally, the amendments to the Mexican Airport Law and the Mexican Civil Aviation Law entrust the AFAC with greater authority over aviation matters, including (i) the ability to grant, extend, suspend, amend or revoke authorizations and permits, (ii) overseeing compliance with master development plans and concession terms, (iii) issuing air traffic rules, (iv) the ability to set the parameters for landing and take-off schedules of aircrafts in civilian aerodromes with congested air traffic, and (v) ordering the partial or total closure of civil aerodromes, when they do not fulfill safety conditions. Further, on November 13, 2023, the Mexican government published a decree amending the Mexican Federal Duties Law. As a result of such amendment, the concession fee that concession holders must pay for the use of federal airports was increased from 5.0% to 9.0% of their gross annual regulated revenues derived from such use. The amendment became effective on January 1, 2024. ASUR is currently evaluating the impact that the concession fee increase may have on its business, results of operations and financial condition. On September 15, 2024, a decree was published in the Official Gazette amending the Mexican Constitution which introduced several transformative measures to the judicial branch (the “Judicial Reform”), including: (i) nearly all judges, including the Supreme Court justices, will now be elected by popular vote; (ii) qualifications for judgeships became more lenient, broadening the pool of potential candidates; (iii) judges are no longer authorized to issue injunctive relief with general effects against laws and regulations in amparo cases and constitutional controversies; and (iv) a newly established judicial disciplinary tribunal, composed of popularly elected members, has been entrusted to issue final and unappealable rulings to sanction judges. As part of the constitutional mandate of the reform, several secondary laws have also been enacted, including the Judicial Branch Law (Ley Orgánica del Poder Judicial), Judicial Services Law (Ley de Carrera Judicial), and General Administrative Responsibilities Law (Ley General de Responsabilidades Administrativas). These laws aim to operationalize constitutional changes and set the framework for judicial elections, career progression, and accountability mechanisms. Additionally, 16 states have enacted local constitutional reforms mirroring the federal amendments. The Judicial Reform also introduced the popular election of Supreme Court justices, representing a fundamental departure from the prior appointment-based system. As a result of the Judicial Reform, eight of the eleven sitting justices announced their resignations, effective August 31, 2025. The reform further mandates the complete replacement of all local and federal judges through popular votes. The first election took place on June 1, 2025, in which Mexican citizens voted directly for all nine justices currently comprising the Supreme Court, as well as for 50% of all other federal and local judicial positions subject to replacement. The remaining 50% of such positions will be filled in the summer of 2027. The extent to which the new composition and election mechanism of the Supreme Court may affect the interpretation or enforcement of laws and regulations applicable to our business, including our concession agreements, cannot be predicted at this time. 18 Table of Contents Following the June 2025 elections, the new composition of the Supreme Court took office on September 1, 2025. In addition to replacing its justices, the Judicial Reform modified the structure and operation of the Supreme Court, including a reduction in the number of justices from eleven to nine and the elimination of its chambers. Accordingly, on September 4, 2025, the Supreme Court issued internal operating rules and case management procedures governing its sessions, the preparation and listing of matters with draft resolutions, and the receipt, registration and assignment of cases within its jurisdiction. These instruments regulate the internal functioning of the Supreme Court, including the procedures governing its sessions, the preparation and listing of matters accompanied by draft resolutions, and the receipt, registration and assignment of cases within its jurisdiction, among other procedural and administrative aspects. On December 20, 2024, a set of constitutional reforms was enacted to dissolve several autonomous constitutional entities, namely the National Institute for Transparency, Access to Information, and Personal Data Protection (Instituto Nacional de Transparencia, Acceso a la Información y Protección de Datos Personales) (“INAI”), the National Council for the Evaluation of Social Development Policy (Consejo Nacional de Evaluación de la Política de Desarrollo Social) (“Coneval”), the Federal Economics Competition Commission (“COFECE”), the Federal Telecommunications Institute (Instituto Federal de Telecomunicaciones) (“IFT”), the National Commission for the Continuous Improvement of Education (Comisión Nacional para la Mejora Continua de la Educación) (“MEJORADU”), and the Energy Regulatory Commission (Comisión Reguladora de Energía) (“CRE”). Pursuant to the reforms, these entities will transfer their functions to government ministries controlled by the executive branch. Changes to long-standing Mexican government policies could affect the resilience of the Mexican economy in the event of a global economic downturn. Under such reform, the functions previously performed by COFECE were transferred to the CNA, a new entity within the Ministry of Economy, with its own legal standing and assets (i.e., a decentralized public entity). Meanwhile, the functions of the IFT, except for those that it currently holds as an antitrust enforcer (which were transferred to the CNA), will be transferred to the Digital Transformation and Telecommunications Agency, (Agencia de Transformación Digital y Telecomunicaciones) whose creation was proposed and approved in November 2024. One of the most relevant constitutional reforms in the antitrust field was the creation of the CNA, which means that the responsibility for the enforcement of free competition laws across all sectors and the implementation and enforcement of asymmetric regulation in the telecommunications and broadcasting sectors, now vests upon the CNA, a decentralized public entity within the Ministry of Economy. These constitutional reforms came into effect within 180 days following the enactment of the secondary legislation, namely, the amendments to the LFCE, which were enacted on July 16, 2025. In addition to creating the CNA and establishing its structure and powers, the amendments to the LFCE introduced lower monetary thresholds for merger control, increased fines for substantive infringements (e.g., cartels, abuse of dominance, and unlawful mergers), and higher fines for procedural infringements. In February 2026, President Sheinbaum introduced a constitutional reform proposal contemplating several changes to Mexico’s electoral system, including modifications to the composition of Congress, adjustments to public financing for political parties and changes to certain electoral mechanisms. On March 11, 2026, the Mexican Chamber of Deputies rejected the proposal, as it failed to obtain the qualified majority required for constitutional amendments. The federal government has indicated that it may pursue alternative legislative proposals or additional modifications in electoral matters. On March 25, 2026, following the rejection of the original electoral reform due to the lack of a qualified majority, the senate approved a modified version of the initiative referred to as “Plan B”, primarily aimed at reducing costs and privileges within electoral and legislative bodies. However, it excludes substantive elements of the initial proposal, particularly amendments to the recall of election (revocación de mandato), which remains in force under its current constitutional framework. The reform is therefore substantially unchanged from the original proposal, except for adjustments related to the recall election mechanism. As of the date of this report, we cannot confirm whether these changes will negatively impact our operations. 19 Table of Contents Our Mexican concessions may be terminated under various circumstances, some of which are beyond our control. We operate each of our Mexican airports under 50-year concessions granted as of 1998 by the Mexican government. Any of the Mexican concessions may be terminated for a variety of reasons. For example, a concession may be terminated if we fail to make the committed investments required by the terms of that concession. In addition, in the event that we exceed the applicable maximum rate at an airport in any year, the Ministry of Infrastructure, Communications and Transportation is entitled to reduce the applicable maximum rate at that airport for the subsequent year and assess a penalty. Violations of certain terms of a concession (including violations for exceeding the applicable maximum rate) can result in termination only if sanctions have been imposed for violation of the relevant term at least three times. For a description of the latest amendment to the Mexican tariff base regulation effective as of October 2023, see “Item 3. Key Information—Risk Factors— Risks Related to the Regulation of Our Business— The price regulatory system applicable to our Mexican airports imposes maximum rates for each airport—The price regulatory system does not guarantee that our consolidated results of operations, or that the results of operations of any Mexican airport, will be profitable.” Violations of other terms of a concession can result in the immediate termination of the concession. We would face similar sanctions for violations of the Mexican Airport Law or its regulations. Although we believe we are currently complying with the principal requirements of the Mexican Airport Law and its regulations, we may not be in compliance with certain requirements under the regulations. These violations could result in fines or other sanctions being assessed by the Ministry of Infrastructure, Communications and Transportation, and are among the violations that could result in termination of a concession if they occur three or more times. For a description of the consequences that may result from the violation of various terms of our Mexican concessions, the Mexican Airport Law or its regulations, see “Item 4. Information on the Company—Mexican Regulatory Framework—Penalties and Termination and Revocation of Concessions and Concession Assets.” Under applicable Mexican law and the terms of our concessions, our concessions may also be subject to additional conditions, which we may be unable to meet. Failure to meet these conditions may also result in fines, other sanctions and the termination of the Mexican concessions. In addition, the Mexican government may terminate one or more of our concessions at any time through reversion (rescate), if, in accordance with applicable Mexican law, it determines that it is required by national security or in the public interest to do so. In the event of a reversion (rescate) of the public domain assets that are the subject of our concessions, such assets would revert to the Mexican government and the Mexican government under Mexican law would be required to compensate us, taking into consideration investments made and depreciation of the relevant assets, but not the value of the assets subject to the concessions, based on the methodology set forth in a reversion (rescate) resolution issued by the Mexican Ministry of Infrastructure, Communications and Transportation. There can be no assurance that we will receive compensation equivalent to the value of our investment in our concessions and related assets in the event of such a reversion (rescate). In the event of war, natural disaster, grave disruption of the public order or an imminent threat to national security, internal peace or the economy, the Mexican government may carry out a requisition (requisa — step-in rights) with respect to our airports. The step-in rights may be exercised by the Mexican government as long as the circumstances warrant. In all cases, except international war, the Mexican government is required to indemnify us for damages and lost profits (daños y perjuicios) caused by such requisition, calculated at their real value (valor real); provided that if we were to contest the amount of such indemnification, the amount of the indemnity with respect to damages (daños) shall be fixed by expert appraisers appointed by us and the Mexican government, and the amount of the indemnity with respect to lost profits (perjuicios) shall be calculated taking into consideration the average net income during the year immediately prior to the requisition. In the event of requisition due to international war, the Mexican government would not be obligated to indemnify us. In the event that any one of our Mexican concessions is terminated, whether through reversion (rescate), requisition (requisa) or otherwise, our other Mexican concessions may also be terminated. Thus, the loss of any of our concessions would have a material adverse effect on our business and results of operations. For a discussion of events which may lead to a termination of a Mexican concession, see “Item 4. Information on the Company—Mexican Regulatory Framework—Penalties and Termination and Revocation of Concessions and Concession Assets.” Moreover, we are required to continue operating each of our nine Mexican airports for the duration of our concessions, even if one or more of them are unprofitable. The Mexican government could grant new concessions that compete with our airports, including the Cancún International Airport. The Mexican government could grant additional concessions to operate existing government managed airports, or authorize the construction of new airports, that could compete directly with our airports. We may be denied the right to participate in the bidding processes to win these concessions. 20 Table of Contents In October 2020, the Mexican President announced that as part of an effort to develop the southeast of Mexico, the Mexican Army would build and operate a new airport in the City of Tulum, State of Quintana Roo (the “Felipe Carrillo Puerto International Airport”). The Felipe Carrillo Puerto International Airport, which is located 130 km south of the Cancún International Airport, was officially inaugurated on December 1, 2023 and started operating international flights in late March 2024. We are unable to predict the effect that the Felipe Carrillo Puerto International Airport will have on our airport’s passenger traffic or operating results. During the months of November and December of 2023, the SICT assigned 11 airport concessions for an indefinite term to a newly created state-owned company called Grupo Aeroportuario, Ferroviario, de Servicios Auxiliares y Conexos, Olmeca-Maya-Mexica, S.A. de C.V. (“GAFSACOMM”), which is operated by the Mexican Ministry of Defense (Secretaría de la Defensa Nacional) (“SEDENA”). Such assignments include the rights to manage, operate, use and build airports in the states of Veracruz and Quintana Roo. On April 30, 2024, the SICT assigned GAFSACCOM a concession for the rights to manage, operate, use and build the International Airport of the North located in the state of Nuevo Leon. As of the date of this report, GAFSACOMM operates 12 airports across Mexico under the commercial brand “Grupo Mundo Maya”; the Tulum International Airport, the Puebla International Airport, the International Airport of the North (Nuevo León), the Palenque International Airport, the Chetumal International Airport, the Campeche International Airport, the Ciudad Victoria International Airport, the Nogales International Airport, the Nuevo Laredo International Airport, the Uruapan International Airport, the Tamuín National Airport and the Ixtepec National Airport. Mexico’s military also oversees the Felipe Ángeles International Airport and Mexico City’s airport. ASUR continues to evaluate the impact that the establishment and expansion of GAFSACOMM may have on its business, results of operation and financial condition. In addition, in certain circumstances, the Mexican government can grant concessions without conducting a public bidding process. Furthermore, the CNA has the power, under certain circumstances, to reject awards of concessions granted by the government and/or object to the participation of certain bidders in bidding process. Please see “Item 4. Information on the Company—Mexican Regulatory Framework—Grants of New Concessions” below. Grants of new concessions could adversely affect our business, results of operations, prospects and financial condition. We provide a public service regulated by the Mexican government and our flexibility in managing our aeronautical activities is limited by the regulatory environment in which we operate. Our aeronautical fees charged to airlines and passengers are, like most airports in other countries, regulated. In 2023, 2024, and 2025, 59.1%, 60.1%, and 51.2% respectively, of our total revenues were earned from aeronautical services at our Mexican airports, which were subject to price regulation under our maximum rates in Mexico. In 2025, 52.1%of our total revenues were earned from aeronautical services at all of our airports. These Mexican maximum rate regulations may limit our flexibility in operating our aeronautical activities, which could have a material adverse effect on our business, results of operations, prospects and financial condition. For a description of the latest amendment to the Mexican tariff base regulation effective as of October 2023, see “Item 3. Key Information—Risk Factors— Risks Related to the Regulation of Our Business— The price regulatory system applicable to our Mexican airports imposes maximum rates for each airport—The price regulatory system does not guarantee that our consolidated results of operations, or that the results of operations of any Mexican airport, will be profitable.” In addition, several of the regulations applicable to our operations that affect our profitability are authorized (as in the case of our master development programs in Mexico) or established (as in the case of our maximum rates in Mexico) by the Ministry of Infrastructure, Communications and Transportation for five-year terms. Except under limited circumstances, we generally do not have the ability unilaterally to change our obligations (such as the investment obligations under our Mexican master development programs or the obligation under Mexican concessions to provide a public service) or increase our maximum rates applicable under those regulations should our passenger traffic or other assumptions on which the regulations were based change during the applicable term. In addition, there can be no assurance that this price regulation system will not be amended in a manner that would cause additional sources of our revenues to be regulated. We cannot predict how the Mexican regulations governing our business will be applied. Although Mexican law establishes ranges of sanctions that might be imposed should we fail to comply with the terms of one of our Mexican concessions, the Mexican Airport Law and its regulations or other applicable law, we cannot predict the sanctions that are likely to be assessed for a given violation within these ranges. We cannot assure you that we will not encounter difficulties in complying with these laws, regulations and instruments. Moreover, there can be no assurance that the laws and regulations governing our business will not change. 21 Table of Contents If we exceed the maximum rate at any Mexican airport at the end of any year, we could be subject to sanctions. Historically, we have set the prices we charge for regulated services at each Mexican airport as close as possible to the prices we are allowed to charge under the maximum rate for that airport. We expect to continue to pursue this pricing strategy in the future. For example, in 2025, our revenues subject to maximum rate regulation represented 99.3% of the amount we were entitled to earn under the maximum rates for all of our Mexican airports. There can be no assurance that we will be able to establish prices in the future that allow us to collect virtually all of the revenue we are entitled to earn from services subject to price regulation. The specific prices we charge for regulated services are determined based on various factors, including projections of passenger traffic volumes, the Mexican producer price index (excluding petroleum) and the value of the peso relative to the U.S. dollar. These variables are outside of our control. Our projections could differ from the applicable actual data, and, if these differences occur at the end of any year, they could cause us to exceed the maximum rate at any one or more of our Mexican airports during that year. If we exceed the maximum rate at any airport at the end of any year, the Ministry of Infrastructure, Communications and Transportation may assess a fine and may reduce the maximum rate at that airport in the subsequent year. The imposition of sanctions for violations of certain terms of a concession, including for exceeding the airport’s maximum rates, can result in termination of the concession if the relevant term has been violated and sanctions have been imposed at least three times. In the event that any one of our Mexican concessions is terminated, our other concessions may also be terminated. Depreciation of the Mexican peso may cause us to exceed our maximum rates. We aim to charge prices that are as close as possible to our maximum chargeable rates, and we are entitled to adjust our specific prices only once every six months (or earlier upon a cumulative increase of 5.0% in the Mexican producer price index (excluding petroleum)). However, we generally collect passenger charges from airlines 30 to 115 days following the date of each flight. Such tariffs for the services that we provide to international flights or international passengers in our Mexican airports are generally denominated in U.S. dollars but are paid in Mexican pesos based on the average exchange rate for the month prior to each flight. Accordingly, depreciation of the peso, particularly late in the year, could cause us to exceed the maximum rates at one or more of our airports, which could lead to the imposition of fines and the termination of one or more of our concessions. From December 31, 2024 to December 31, 2025, the peso appreciated by 13.8%, from Ps. 20.86 per U.S.$1.00 on December 31, 2024, to Ps. 18.01 per U.S.$1.00 on December 31, 2025, and experienced intra-year volatility. In the event that any one of our Mexican concessions is terminated, our other concessions may also be terminated. The price regulatory system applicable to our Colombian airports does not guarantee that our consolidated results of operations, or that the results of operations of any Colombian airport, will be profitable. Our Colombian airports receive two kinds of remuneration for their operations, depending on the types of activities carried out in each airport. First, as a result of aeronautical operations at each airport (excluding fuel supply), Airplan charges airlines regulated tariffs for activities such as aircraft parking rights, subject to annual caps set by Aerocivil. These regulated tariffs are adjusted on an annual basis based on the Colombian consumer price index (Índice de Precios al Consumidor), or the IPC. Airplan also charges non-regulated tariffs for commercial activities, including leases and vehicle parking services, that may be set by the concession holder based upon supply and demand. Although we are entitled to request additional adjustments to the regulated tariffs, any modification or amendment is subject to the approval of Aerocivil. If our request is not submitted in a timely manner, or if the adjustment is not approved by Aerocivil, our business, financial condition and results of operations may be adversely affected. For additional information, see “Item 4—Business Overview—Our Colombian Airports—Aeronautical Revenues.” 22 Table of Contents Our Colombian concessions may be terminated under various circumstances, some of which are beyond our control, and such termination could have a material adverse effect on our business and results of operations. In the event of noncompliance with the terms of the Colombian concession agreement, the National Infrastructure Agency (Agencia Nacional de Infraestructura or “ANI”) may rescind the agreement and assess a penalty, the amount of which varies depending on the stage of the concession. Airplan was subject to a maximum penalty of U.S.$20 million during the adaptation and modernization stage of the Colombian concession. Airplan completed the adaptation and modernization stage on March 6, 2020 and is currently in the maintenance stage which it expects to end in April 2032. During the maintenance stage of the concession, this maximum penalty may be reduced by 30.0%, 50.0% or 70.0%, depending on when the breach occurs. Under applicable Colombian laws and the terms of the concession, a concession may be terminated upon certain events, including but not limited to: reaching the expected revenues set forth in the concession agreement; dissolution or bankruptcy of our subsidiary Airplan; and a failure to pay fines imposed due to noncompliance with the concession agreement. In addition, the Colombian government may terminate one or more of our concessions if it determines that it is required by national security or in the public interest to do so. The loss of our Colombian concessions could have a material adverse effect on our business and results of operations. For additional information, see “Item 4—Colombian Regulatory Framework—Penalties and Termination of Colombian Concession.” Changes in existing or new laws and regulations in Mexico, Colombia, the United States and Puerto Rico, including tax laws, or regulatory enforcement priorities could adversely affect our businesses or investments. Laws and regulations at the local, regional and national levels, in Mexico, Colombia, the United States and Puerto Rico, change frequently, and the changes can impose significant costs and other burdens of compliance on our businesses or investments. Any changes in regulations, the interpretation of existing regulations, the internal criteria of the governmental institutions executing such regulations, the imposition of additional regulations or the enactment of any new legislations that affect the airport sector in matters of employment/labor, transportation/logistics, energy costs, tax or environmental issues, could have an adverse impact, directly or indirectly, on our financial condition and results of operations. The technical and specialization level of the environmental regulations in Mexico has significantly deepened and increased in recent years, and the enforcement of environmental laws is becoming substantially more stringent. Considering the global context, we would expect this trend to continue and to be stimulated by international agreements between Mexico and the United States, and other countries or international organizations. In any case, there can be no assurances that environmental regulations or their enforcement will not change in a manner that could have a material adverse effect on our business, results of operations, prospects or financial conditions. In addition, our subsidiary Aerostar as operator of the LMM Airport is subject to the United States’ federal aviation laws and regulations issued by the FAA and by the Transportation Security Administration, or TSA. However, because the LMM Airport is the first airport to be privatized under the Airport Privatization Pilot Program, it is unclear how the FAA will apply to Aerostar and the LMM Airport existing and future laws and regulations applicable to airport operators in the United States. If Aerostar fails to comply with existing or future laws and regulations, it could be subject to fines or be required to incur expenses in order to bring the LMM Airport into compliance. This and any other future changes in existing laws and changes in enforcement priorities by the governmental agencies charged with enforcing existing laws and regulations, as well as changes in the interpretation of these laws and regulations, can increase our businesses and investments’ compliance costs. Risks Related to Mexico Developments in other countries may affect the prices of securities issued by Mexican companies. The Mexican economy may be, to varying degrees, affected by economic and market conditions in other countries. Although economic conditions in other countries may differ significantly from economic conditions in Mexico, investors’ reactions to adverse developments in other countries may have an adverse effect on the market value of securities of Mexican issuers. In October 1997, prices of both Mexican debt and equity securities decreased substantially as a result of the sharp drop in Asian securities markets. Similarly, in the second half of 1998 and in early 1999, prices of Mexican securities were adversely affected by the economic crises in Russia and Brazil. The Mexican debt and equities markets also have been adversely affected by ongoing developments in the global credit markets. 23 Table of Contents In addition, in recent years, economic conditions in Mexico have become increasingly correlated with economic conditions in the United States as a result of the North American Free Trade Agreement, or NAFTA (further replaced by the United States - Mexico - Canada Agreement, or USMCA), and increased economic activity between the two countries. The United States is Mexico’s primary trading partner, and receives over 80 percent of Mexico’s total exports. Weakened trading ties between Mexico and the United States could hurt industrial growth in the Mexican economy. If the USMCA is terminated or otherwise modified, such termination or modification could materially impact Mexico’s aviation sector. The imposition of tariffs on imported goods, any changes in policies, including policies relating to restrictions in investments in the oil and electricity sectors in Mexico, or other related events affecting U.S. trade policy with respect to Mexico, could have a negative impact on the Mexican economy and foreign direct investment in Mexico. See “The assumption of Donald J. Trump as President of the United States may create uncertainty for relations between Mexico and the United States, and could have a material adverse effect on our business, financial condition and results of operations.” While it is difficult to predict their scope and effect, such changes could have a material adverse effect on our business, financial condition, results of operations, cash flows, prospects and/or the market price of our ADSs. We cannot assure you that events in other emerging market countries, in the United States or elsewhere will not materially and adversely affect our business, financial condition or results of operations. The assumption of Donald J. Trump as President of the United States may create uncertainty for relations between Mexico and the United States, and could have a material adverse effect on our business, financial condition and results of operations. On November 5, 2024, Donald J. Trump was elected as 47th president of the United States. Upon taking office, President Trump indicated his intent to alter the U.S. approach to international trade policy and in some cases to renegotiate, or potentially terminate, certain existing bilateral or multi-lateral trade agreements and treaties with foreign countries and has made proposals and taken actions related thereto. In April 2025, the United States imposed a series of tariffs on various trading partners, including so-called reciprocal tariffs on all countries other than Canada and Mexico, tariffs on Mexican and Canadian goods that do not satisfy the U.S.-Mexico Canada Agreement (USMCA), higher tariffs on China, and still higher tariffs on other products, including steel, aluminum, copper and automobiles. Since their introduction, these measures have been modified through negotiations, exclusions, retaliatory actions, and administrative and legal developments, including proceedings before the U.S. Court of International Trade. While certain tariffs have been adjusted, the overall U.S. tariff regime remains significantly more restrictive than prior to April 2025. Estimates indicate that the average U.S. tariff rate increased from approximately 2.3% in February 2025 to approximately 9-10% by the end of 2025 and has remained elevated, with some variability, into early 2026. Litigation challenging aspects of these measures is ongoing and could result in further changes, including through potential review by the Supreme Court of the United States. The imposition of these tariffs and other recent trade policies by the U.S. government have already caused substantial volatility in the international markets and could result in more volatility in the future. Global trade disruption, significant introductions of trade barriers and bilateral trade frictions, together with any future downturns in the global economy resulting therefrom, could adversely affect our financial performance. Weakened trading ties between Mexico and the U.S. could hurt industrial growth in the Mexican economy. Further, President Trump has increased the enforcement efforts in connection with immigration policy. These increased enforcement efforts have materialized, among others, in mass deportations, raids, the suspension of certain humanitarian assistance programs and increased costs and conditions for certain visa applications. New federal immigration legislation could make it more difficult for Mexican citizens to travel between Mexico and the United States. In addition, new immigration legislation could lead to uncertain economic conditions in Mexico that may affect leisure travel, including travel to and from Mexico. Such restrictions could have a material adverse effect on passenger traffic results at our Mexican airports. Any attempt by President Trump to implement changes to United States-Mexico policy, including actions to withdraw from or materially modify USMCA and to implement immigration reform, could have a material adverse effect on our business, financial condition or results of operations. We cannot assure you to what extent a potential change in the U.S. administration for the four-year period from 2025 to 2029 will affect the country’s economy and on our business, results of operations or financial condition. 24 Table of Contents Appreciation, depreciation or fluctuation of the peso relative to the U.S. dollar could adversely affect our results of operations and financial condition. In 2025, the peso appreciated by approximately 13.8% against the U.S. dollar. Any continued significant appreciation of the peso could impact our aggregate passenger volume by increasing the cost of travel in Mexico for international passengers. On the other hand, if a depreciation were to resume, it could (notwithstanding other factors) lead to a decrease in Mexican domestic passenger traffic that may not be offset by any increase in international passenger traffic. Depreciation of the peso could impact our aggregate passenger traffic volume by increasing the cost of travel for Mexican domestic passengers, which may adversely affect our results of operations. In addition, there can be no assurance that any depreciation of the peso in the future will result in an increase to international passenger traffic. In addition, depreciation of the peso against the U.S. dollar may adversely affect the dollar value of an investment in the ADSs and the Series B shares, as well as the dollar value of any dividend or other distributions that we may make. Although we currently intend to fund the investments required by our business strategy through cash flow from operations and from peso-denominated borrowings and as of December 31, 2025, our Mexican airports did not have dollar-denominated liabilities, we may incur dollar-denominated debt to finance all or a portion of these investments. A devaluation of the peso would increase the debt service cost of any dollar-denominated indebtedness that we may incur and result in foreign exchange losses. Severe devaluation or depreciation of the peso, or government imposition of exchange controls, may also result in the disruption of the international foreign exchange markets and may limit our ability to transfer or to convert pesos into U.S. dollars and other currencies. Economic developments in Mexico may adversely affect our business and results of operations. Although a substantial portion of our revenues is derived from foreign tourism, Mexican domestic passengers in recent years have represented approximately half of the passenger traffic volume in our Mexican airports. In addition, a significant amount of our assets are located, and a significant segment of our operations are conducted, in Mexico. As a result, our business, financial condition and results of operations could be adversely affected by the general condition of the Mexican economy, by a devaluation of the peso, by inflation and high interest rates in Mexico, or by political developments in Mexico. Mexico has experienced, and may in the future experience, adverse economic conditions. In the past, Mexico has experienced economic crises, caused by internal and external factors, characterized by exchange rate instability (including large devaluations), high inflation, high domestic interest rates, economic contraction, a reduction of international capital flows, a reduction of liquidity in the banking sector and high unemployment rates. We cannot assume that such conditions will not return or that such conditions will not have a material adverse effect on our business, financial condition or results of operations. In 2023, Mexican GDP increased by 3.1% and inflation decreased to 4.7%. In 2024, Mexican GDP increased by 1.3% and inflation decreased to 4.2%. In 2025, Mexican GDP increased by 0.7% and inflation decreased to 3.7%. In 2021 and 2022 the outbreak of COVID-19 adversely affected the economy and financial markets of Mexico and its trading partners. While currently COVID-19 is no longer materially adversely affecting Mexico’s economy, the extent to which any future disease, pandemic or epidemic outbreak may impact the Mexican economy is uncertain, as is the extent of further Mexican economic recovery, if any. If the Mexican economy does not continue to recover, if inflation or interest rates increase significantly or if the Mexican economy is otherwise adversely impacted, our business, financial condition or results of operations could be materially and adversely affected. Political developments in Mexico could adversely affect our operations. Our financial condition and results of operations 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. 25 Table of Contents The Mexican government has exercised, and continues to exercise, significant influence over the Mexican economy. Mexican governmental actions concerning the economy and state-owned enterprises could have a significant effect on Mexican private-sector entities in general, and us in particular, as well as on market conditions, prices and returns on securities, including our ADSs. Andrés Manuel López Obrador, former president for the National Regeneration Movement Party (Movimiento de Regeneración Nacional) (“Morena”), was elected President and took office on December 1, 2018, ending the Institutional Revolutionary Party’s (Partido Revolucionario Institucional) (“PRI”) hold on the presidency. Before taking office, López Obrador submitted to a national referendum the question of whether to continue construction of a new international airport in Mexico City, one of Mexico’s most important infrastructure projects. The construction of the new international airport to replace Mexico City International Airport (AICM) began in 2015. The referendum was carried out by a private company contracted by Morena and through mechanisms not necessarily envisioned in the Constitution. The result of the referendum, announced on October 28, 2018, was to discontinue construction on the new international airport and, in its stead, build a new airport network consisting of three airports near the Mexico City metropolitan area. On December 27, 2018, the López Obrador administration formally terminated work at the new international airport in Mexico City. The López Obrador administration instead decided to add additional runways to the military air base at Santa Lucia and build the Felipe Ángeles International Airport (“AIFA”) to handle Mexico City air traffic. AIFA started operating on March 21, 2022. Our Mexican domestic passenger traffic is highly dependent upon the operations of the Mexico City International Airport, and we cannot assure you that AIFA’s operations will not adversely affect the operations of the Mexico City International Airport. In 2019, the Mexican government started construction of a railway known as the Mayan Train (Tren Maya), designed to link Mayan archaeological and tourist sites across five southeastern states — Campeche, Chiapas, Quintana Roo, Tabasco and Yucatan. The project, which connects Palenque with Cancún, had an estimated cost of U.S.$7.4 billion. Although a series of protests and legal challenges delayed its completion, a section of the project started operations on December 16, 2023, and full operations began on December 15, 2024. The remaining infrastructure, including cargo services, is expected to be completed by December 2026. We cannot assure you that the operation of the Mayan Train will not adversely impact passenger traffic at our Mexican airports. On June 2, 2024, presidential and federal elections were held in Mexico, resulting in Claudia Sheinbaum, the former mayor of Mexico City, being elected as the first female president in Mexico. Ms. Sheinbaum succeeded Andres Manuel López Obrador, ultimately securing the nomination of Sigamos Haciendo Historia, the ruling coalition formed by the political parties Movimiento de Regeneración Nacional, (“Morena”), Partido del Trabajo (“PT”), and the Partido Verde Ecologísta de México for the 2024 Mexican federal election. Ms. Sheinbaum took office on October 1, 2024. Morena obtained the required two-third majority in the Chamber of Deputies (Cámara de Diputados) and close to a required majority in the Senate, sufficient to pass any reforms proposed by the president (including constitutional reforms). President Sheinbaum is expected to continue the social and economic policies of her predecessor, Mr. López Obrador. This new political configuration has given and is likely to continue to give the Morena coalition substantial authority to implement significant changes to the Mexican Constitution and other laws, policies and regulations, which could potentially affect the Mexican economy and our business. We cannot predict the impact that political, economic and social conditions will have on the Mexican economy, nor if our operations or the legal framework under which we operate could be affected. See “Item 3. Key Information—Risks related to the Regulation of Our Business— Changes to Mexican laws, regulations and decrees applicable to us could have a material adverse impact on our results of operations.” In addition, we cannot guarantee that political, economic or social developments in Mexico, over which we have no control, will not have an adverse effect on our business, financial condition, and results of our operations. The Mexican federal government has exercised, and continues to exercise, significant influence over the Mexican economy. Mexican federal governmental actions and policies concerning the economy, state-owned enterprises and state controlled, funded or influenced financial institutions could have a significant impact on private sector entities in general and on us in particular, and on market conditions, prices and returns on Mexican securities. We cannot predict the impact that political developments in Mexico will have on the Mexican economy nor can provide any assurances that these events, over which we have no control, will not have an adverse effect on our business, financial condition, results of operations, cash flows, prospects and/or the market price of our ADSs. 26 Table of Contents The Mexican government could continue to implement significant changes in laws, policies and regulations, which could affect the economic and political situation in Mexico. On February 2, 2023, former president, López Obrador issued a presidential decree pursuant to which all cargo and freight flights departing from the Mexico City International Airport would be relocated to depart from the AIFA airport. On July 7, 2023 the SICT published in the Official Gazette of the Federation that cargo airlines operating at the Mexico City International Airport had to move their operations to another terminal by September 1, 2023. While we do not believe that these legislative reforms will have a negative impact in the short term, we cannot predict how these regulatory changes will affect our business, financial condition, results of operations, cash flows, prospects, and/or the market price of our ADSs. On January 19, 2024, the SICT amended the concession title to operate AIFA’s airport, granting an “indefinite” concession to the state-owned enterprise operating the airport, to be terminated in the event the government determines that the operation of the airport is no longer of public interest. We cannot assure that such regulatory changes will have a negative impact on our business, financial condition and result of operations. Differences between the corporate disclosure requirements of Mexico and the United States may not adequately reflect our business and results of operations. A principal objective of the securities laws of the United States, Mexico, and other countries is to promote full and fair disclosure of all material corporate information, including accounting information. However, there may be different or less publicly available information about issuers of securities in Mexico than is regularly made available by public companies in countries with highly developed capital markets, including the United States. In addition, accounting standards and disclosure requirements in Mexico differ from those of the United States. In particular, our financial statements are prepared in accordance with the International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) which differs from United States GAAP in a number of respects. Items on the financial statements of a company prepared in accordance with IFRS may not reflect its financial position or results of operations in the way they would be reflected had such financial statements been prepared in accordance with United States GAAP. Mexican law and our bylaws restrict the ability of non-Mexican shareholders to invoke the protection of their governments with respect to their rights as shareholders. As required by Mexican law, our bylaws provide that non-Mexican shareholders shall be considered as Mexicans in respect of their ownership interests in ASUR and shall be deemed to have agreed not to invoke the protection of their governments in certain circumstances. Under this provision, a non-Mexican shareholder is deemed to have agreed not to invoke the protection of his own government by asking such government to interpose a diplomatic claim against the Mexican government with respect to the shareholder’s rights as a shareholder, but is not deemed to have waived any other rights it may have, including any rights under the United States securities laws, with respect to its investment in ASUR. If you invoke such governmental protection in violation of this agreement, your shares could be forfeited to the Mexican government. It may be difficult to enforce civil liabilities against us or our directors, officers and controlling persons. ASUR is organized under the laws of Mexico, with its principal place of business (domicilio social) in Mexico City, and most of our directors, officers and controlling persons reside outside the United States. In addition, all or a substantial portion of our assets and their assets are located outside of the United States. As a result, it may be difficult for investors to effect service of process within the United States on such persons or to enforce judgments against them, including in any action based on civil liabilities under the United States federal securities laws. There is doubt as to the enforceability against such persons in Mexico, whether in original actions or in actions to enforce judgments of United States courts, of liabilities based solely on the United States federal securities laws. 27 Table of Contents The protections afforded to minority shareholders in Mexico are different from those in the United States. Under Mexican law, the protections afforded to minority shareholders are different from those in the United States. In particular, the law concerning fiduciary duties of directors is not as fully developed as in other jurisdictions and there are different procedural requirements for bringing shareholder lawsuits. As a result, in practice it may be more difficult for minority shareholders of ASUR to enforce their rights against us or our directors or controlling shareholders than it would be for shareholders of a company incorporated in another jurisdiction, such as the United States. Security risks in Mexico could increase, which could adversely affect our operations. In recent years, Mexico has experienced a period of increased criminal activity and violence, primarily due to organized crime. Increasing violence among criminal organizations, particularly drug traffickers, and clashes between these and Mexican civilian and military personnel, or increases in other types of crime, are a risk to our business and could negatively impact our performance. In addition, perceptions about crime in Mexico and violence related to drug trafficking may also have an adverse effect on our business as they may decrease the international passenger traffic directed to Mexico or the domestic passenger travel using our airports in affected states. In recent periods, security incidents and government enforcement actions against organized crime groups in Mexico have been followed by episodes of violence, vandalism and travel disruption. For example, in early 2026, incidents were widely reported across the country, particularly in the state of Jalisco, including in Guadalajara and Puerto Vallarta, and may adversely affect traveler perception and demand if sustained or repeated. Any escalation or persistence of violence in regions where we operate could reduce domestic and international passenger traffic, disrupt airline operations, and adversely affect our results of operations, financial condition and prospects. While the impact of insecurity may vary by region and can be mitigated through internal prevention and control measures, we cannot guarantee how this situation will evolve, whether it will remain localized or spread to other areas of the country, or what potential adverse effects it may have on the national economy and, consequently, on our operations, results, and financial condition. On December 8, 2021, the U.S. State Department issued a Level 3 travel advisory to reconsider travel to Mexico due to COVID-19, and recommended exercising increased caution in Mexico due to crime and kidnapping, as some areas have increased risk. Historically, the regions in which we operate have not experienced the violence experienced in other parts of Mexico and none of the Mexican states in which we operate were cited as “do not travel to” or “reconsider travel to” zones in the December 8, 2021 travel advisory. However, we cannot guarantee that violence will not increase in, or that the U.S. State Department will not issue travel advisories for, the Mexican states in which we operate. On January 23, 2023, the United States Department of State issued a press release warning U.S. citizens of certain violent outbreaks between Uber drivers and local taxi unions in Quintana Roo, which often resulted in U.S. citizens being injured. Further, on March 13, 2023, the United States Department of State issued a press release advising U.S. citizens to exercise increased caution in certain touristic areas such as Cancun, Playa Del Carmen, and Tulum. Such advisory was repeated both in a travel advisory issued on September 6, 2024 and in a press release issued by the United States Department of on the same date. In its most recent advisory, issued on August 12, 2025, U.S. citizens were urged not to travel to states such as Colima, Guerrero, Michoacán, Sinaloa, Tamaulipas, and Zacatecas. It also recommended postponing non-essential travel to cities, states, and other regions including Baja California, Chiapas, Chihuahua, Guanajuato, Jalisco, Morelos, and Sonora. Risks Related to Colombia Our operations in Colombia may be adversely affected by geopolitical tensions between Colombia and the United States. Since his inauguration as President of the United States on January 20, 2025, Donald Trump has pursued various international and domestic policy objectives by imposing or threatening to impose tariffs on imports from other countries, including Colombia, alongside stricter immigration policies. For a detailed description of the risks associated with the assumption of Donald J. Trump as president of the United States, see “Item 3. Key Information—Risk Factors—Risks Related to Our Operations.” 28 Table of Contents On October 24, 2025, the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”) designated Colombian President Gustavo Petro, his spouse, his son and an alleged close associate, under Executive Order 14059, which imposes asset-blocking sanctions on foreign persons involved in the global illicit drug trade. While we do not envision such designation to have a direct material adverse effect on our business, financial condition, or results of operations in Colombia, growing diplomatic tensions between the Colombian and U.S. administrations may affect the economic environment in Colombia and the United States, and consequently, may contribute to economic uncertainty. On February 3, 2026, President Gustavo Petro met with President Donald Trump at the White House to ease ongoing diplomatic tensions between Colombia and the United States. The parties expressed willingness to maintain bilateral cooperation, particularly in counternarcotics and regional security; however, no substantive agreements were reached, and material policy differences persisted. Subsequently, in March 2026, U.S. authorities initiated investigations into alleged links between individuals associated with Petro’s political circle and drug trafficking financing. These developments have renewed bilateral tensions and may adversely affect the stability and trajectory of relations between the U.S. and Colombia. Such conditions may adversely affect our business and results of operations. For a detailed description of the risks associated with the relationships between Colombia and the United States, see “Item 3. Key Information—Risk Factors—Risks Related to Our Operations.” Any restrictions on the import and export of goods between Colombia and the United States could deteriorate trade relations between the two countries. In addition, potential restrictions on travel could significantly affect passenger traffic between Colombia and the United States, leading to a decline in activity at our airports. These developments could have a material adverse effect on our business, financial condition, or results of operations in Colombia. Colombian government policies may significantly affect the economy, and, as a result, our business and operations in Colombia. Our business and results of operations at our Colombian airports are dependent on the economic conditions prevailing in Colombia. The Colombian government has historically exercised substantial influence on its economy, and is likely to continue to implement policies that will have an impact on the business and results of operations of entities in the country. Potential changes in laws, public policies and regulations may cause instability and volatility in Colombia, which could have a material adverse impact on our business and results of operations. The Colombian Peso (“COP”) has appreciated by over 14.8% against the U.S. dollar during the twelve-month period ended December 31, 2025. A depreciation of the COP could affect the Company’s business in the following ways: (i) international passengers and international flights pay tariffs reported in U.S. dollars; while these tariffs are generally collected in COP, any depreciation of the COP has a positive impact on the Company’s results from operations, which are reported in COP; (ii) as the Company has cash balances denominated in U.S. dollars; a depreciation in the Mexican peso would result in higher cash balances when converted to COP, thus causing foreign exchange gains; and (iii) the Company has financial liabilities denominated in U.S. dollars; a depreciation in the COP results in higher debt balances when converted to COP, thus causing foreign exchange losses. On August 7, 2022, Gustavo Petro, candidate for the left-wing “Pacto Histórico” party, was elected President of Colombia. On August 8, 2022, the Ministry of Finance submitted a tax reform bill to the Colombian Congress proposing several changes to the Colombian tax regime. The tax reform bill was passed as Law 2277 on December 13, 2022, and became effective starting January 1, 2023. This law includes, among others: (i) a new permanent equity tax applicable to Colombian individuals and non-residents, which rates may vary from 0.5% to 1.5% based on the individual’s net equity as of the first day of January of each year, (ii) an increase in the dividend tax rate for local and foreign shareholders (0% to 39% progressive marginal rates for Colombian individuals, and 20% flat withholding rate for non-resident shareholders), (iii) an increase in the long-term capital gains tax rate, from 10% to 15%, (iv) the elimination of specific tax benefits and exemptions, such as the exempt income applicable for entities that are part of the technological and creative sector (“Economía Naranja”), the tax incentive for the development of the Colombian farming sector, and the 27% preferential income tax rate applicable to large infrastructure investments (“Megainversiones”), among others, (v) a 3% tax benefit on the taxpayer’s net income determined pursuant to Section 259-1 f the Colombian Tax Code, in connection with environmental-related, deductions related to employee trainings, expenses incurred in the conservation of cultural property, among others, (vi) a minimum corporate income tax of at least 15% based on effective tax rate (calculated on book profit with certain adjustments), (vii) taxes based on significant economic presence of certain commercial activities (primarily for non-resident persons and entities that provide digital services), and (viii) the elimination of the possibility to use 50% of the Industry and Commerce Tax (i.e., local tax levied on gross revenue derived from the provision of services, or the performance of commercial and industrial activities in Colombian municipalities) as an income tax credit. 29 Table of Contents Additionally, the Colombian executive branch has recently introduced a bill to reform the national pension plan (which contemplated, among other things, a pillar system based on age and condition of the affiliated, and changes to pension schemes applicable to women). Furthermore, the Colombian government introduced other bills including reforms to labor laws (which include amendments to the regulation of outsourcing and subcontracting schemes, service contracts, minimum daily working hours, digital work, informal and migrant work, among others), and to healthcare laws, which have not been approved as of the date of this report, and will be discussed during this year’s congress ordinary sessions. As of the date of this annual report, it is unclear how these bills could affect the Colombian economy or our business. In May 2023 the Colombian Congress approved the National Development Plan which regulates, among other things, territorial planning around watercourses, human safety, access to food, and climate change for the years 2024 through 2026. The National Development Plan has established the need to reform several airports to enhance tourism in certain regions. One of the projects is an extension of José María Córdova Airport in Rionegro. As of the date of this report, it is unclear how the new National Development Plan could affect the Colombian economy or our business. In connection with the foregoing, on March 26, 2026, Airplan amended the concession agreement, introducing a series of changes regarding capacity expansion and service-level improvement works to address unexpected demand. See “Item 4. Information on the Company – Colombian Regulatory Framework – Scope of Colombian Concession and General Obligations.” The scope and timing of any further expansion at José María Córdova Airport beyond the works incorporated under this amendment remain uncertain. Any additional reforms performed under our concession agreement would require our consent. Furthermore, the Colombian Government introduced a new tax reform bill to the Congress in September 2024. However, the new tax reform bill was rejected in December 2024. The bill proposed several changes, such as: (i) increasing the equity tax rates up to 2%, (ii) reducing the equity tax threshold, (iii) including Colombian entities as taxpayers (but only in respect of their non-productive fixed assets), (iv) increasing long-term capital gains tax rate from 15% to 20%, (v) increasing individuals’ maximum income tax rate from 39% to 41%, (vi) increasing the minimum corporate income tax rate from 15% to 20% and (vi) increasing of national carbon tax. In 2025, the Colombian Government issued Decree 0175, which declared a state of economic emergency in the Catatumbo region, which temporarily amended certain articles of the Colombian Tax Code, increasing the general stamp tax rate from 0% to 1%. Additionally, the decree created a special tax on the sale of oil and extended VAT to online gambling. Also in 2025, the Colombian Government issued Decree 1474 which enacted temporary tax measures aimed at addressing the state of economic emergency declared by the Government in December of that year. Decree 1474 created several temporary measures, such as: (i) an increase in the maximum wealth taxrate to 5%, (ii) a 15% income tax surcharge for financial institutions, (iii) non-deductibility of royalties owed from the exploitation of non-renewable natural resources, and (iv) certain tax amnesties, among other things. Notwithstanding the above, Decree 1474 was suspended by the Constitutional Court while the Company was conducting its constitutional assessment. On February 11, 2026, the federal government issued Decree 150 of 2026, declaring a new state of economic, social and ecological emergency. Under this decree, a temporary wealth tax for the 2026 fiscal year applicable to Colombian legal entities and assimilated entities with a net equity of over US$2,600,000 as of March 1, 2026 was introduced. The tax applies at a general rate of 0.5% (increased to 1.6% rate for certain financial and extractive industries). On March 12, 2026, the National Government issued Decree 240 of 2026 which introduced: (i) consumption tax to online gambling, (ii) tax amnesties, transitory reduction to penalties and delay interests, and (iii) an expansion of the wealth tax regime to include permanent establishments and Colombian branches of foreign entities. We cannot predict whether the Colombian Government will present a new tax reform bill during fiscal year 2026. If the perception of improved overall stability in Colombia deteriorates or if foreign direct investment declines, the Colombian economy may face a downturn, which could impact international and domestic traffic at our Colombian airports, and negatively affect our results of operations. 30 Table of Contents Colombia has experienced several periods of violence and political instability, which could affect the economy and our operations. Colombia has experienced several periods of criminal violence over the past four decades, primarily due to the activities of guerilla, paramilitary groups and drug cartels. In remote regions of the country, where governmental presence is minimal, these groups have exerted influence over the local population and funded their activities by protecting and rendering services to drug traffickers. In response, the Colombian government has implemented security measures and have strengthened its military and police forces, including the creation of specialized units. Despite these efforts, drug-related crime and guerrilla and paramilitary activity continue to exist in Colombia. Any possible escalation in the violence associated with these activities may have a negative impact on the Colombian economy in the future. In the context of any political instability, allegations have been made against members of the Colombian government concerning possible ties with paramilitary groups. These allegations may undermine the Colombian government’s credibility, which could in turn negatively impact the Colombian economy and tourism and our operations there in the future. In November 2016, the Colombian government signed a revised peace agreement with the FARC guerillas that sought their demobilization and the end of the decades-long armed conflict. That same month, the revised peace agreement was ratified by both houses of Colombian Congress and the Colombian government formally entered into the peace agreement with FARC without submitting the agreement to the voters for their approval. On January 18, 2019, President Ivan Duque announced the end of negotiations for a peace agreement with the ELN, the second-largest guerilla group in the country. This decision was the result of a terrorist attack on a police station based in Bogotá, perpetrated by the ELN. The Colombian government has had military confrontations with the ELN and with dissident groups that a peace agreement had been signed with. Conflicts between guerrilla and paramilitary fighters for control of the territory vacated by former groups who reintegrated into civil society has caused outbreaks of violence in the country, which have also been met with responses by the Colombian government. In addition, some ex-guerrilla members continue to carry out illegal activities, including micro-drug trafficking and robbery, leading to the establishment of criminal bands in the Antioquia, Cauca and Valle del Cauca regions. On November 4, 2022, the Colombian Congress approved Law 418 and Law 2272 establishing the “Paz Total” program, pursuant to which the government will establish political dialogues with armed groups in different regions of the country, in furtherance of achieving peace. On December 31, 2022, President Petro announced a bilateral ceasefire, starting on January 1, 2023 until June 30, 2023, which would open a round of dialogue between the government and ELN, Segunda Marquetalia, Estado Mayor Central, Autodefensas Gaitanistas de Colombia (AGC) and the Sierra Nevada armed group. The second round of the dialogue between the Colombian Government and the ELN ended in March 2023, which was followed by two subsequent rounds in June and August, 2023. Despite the referred negotiation efforts, parties have failed to achieve a full ceasefire and hostilities remained during 2023 and continue as of the date of this report. In February 2025, peace negotiations between the Colombian Government and the ELN faced a significant setback following a series of violent attacks in the Catatumbo region. These escalations included attacks on civilians and social leaders, as well as kidnapping for financial purposes leading to the suspension of the ceasefire and peace talks that have been initiated by President Petro. The government suspended the talks and resumed military actions, emphasizing the ELN’s lack of commitment to peace. On February 15, 2026, Petro announced his acceptance of a proposal from the ELN to create an independent commission to investigate the rebel group’s alleged involvement in drug trafficking. The proposed body would function as an independent, scientifically grounded entity, with its findings potentially conveyed to the United Nations. As of the date of this report, there is no public confirmation that the commission has been formally established, and peace negotiations between the Colombian government and the ELN remain uncertain and subject to periodic disruptions. Furthermore, in March 2023, President Gustavo Petro announced the commencement of a peace process with the FARC dissidents who did not sign the peace agreement in 2016. In March 2024, political dialogues with the FARC dissidents faced a significant setback following an armed attack against an indigenous community in the Cauca department. In response to this attack, President Petro suspended the ceasefire between the Colombian government and the FARC dissidents. The government resumed military operations against this group, emphasizing the need for concrete peace actions moving forward. 31 Table of Contents Overall, during 2025, peace negotiations between the Colombian government and several armed groups continued amid periodic crises, deteriorating public security conditions, and the consolidation of armed actors in various regions of the country in the lead-up to an electoral cycle. The surge in violence throughout 2025 contributed to growing public skepticism regarding the peace process pursued under Petro’s “Total Peace” policy. The government has maintained its commitment to sustaining negotiations and dialogue mechanisms with multiple armed groups, despite the absence of fully defined legal frameworks governing such processes. As part of these efforts, the government has announced and, in some cases formally established, Temporary Location Zones (Zonas de Ubicación Temporal, or ZUT)—designated areas where members of certain armed groups may temporarily concentrate while participating in negotiations or dialogue processes with the State. In December 2025, the government formally established three ZUT as part of a dialogue process with the Clan del Golfo (Autodefensas Gaitanistas de Colombia – AGC), located in rural areas of Unguía and Belén de Bajirá (Chocó) and Tierralta (Córdoba), with an authorized duration through December 31, 2026, two with the “Coordinadora Nacional Ejército Bolivariano”, one with “Comuneros del Sur” and one with the “Frente 33 de las disidencias del Estado Mayor de Bloques”. Despite these initiatives, effective incentives for armed groups to suspend their criminal activities remain limited, while their operational capacities have continued to expand in terms of personnel, financial resources, and weaponry. In addition, Colombia has recently experienced substantial migration from Venezuela, leading to strained commercial and diplomatic relations. While air transport between Colombia and Venezuela had slowed in part due to political and economic instability in Venezuela (including flight suspensions in May 2025 and November 2025, when Venezuelan authorities revoked operating permits for several airlines, including Avianca and LATAM), a shift occurred on January 2026, when a U.S. military operation culminated in the capture of Nicolás Maduro, and Vice President Delcy Rodrígues assumed the role of interim president. As a consequence, several airlines have resumed or commenced operating commercial flights between both countries. Avianca reactivated its Bogotá–Caracas route on February 12, 2026; LATAM resumed the same route on February 23, 2026; and Wingo also reactivated its Medellín–Caracas route on March 1, 2026. With respect to the regulatory environment, in June 2024, the pension system reform bill introduced by President Petro was approved by the Colombian Congress. The new pension system has four pillars: the “solidarity pillar” provides a monthly allowance to individuals over 80 years old without access to a pension; the “semi-contribution pillar” provides a monthly allowance to individuals who have contributed for at least 300 up to 900 weeks to the various pension funds, as applicable; the “contribution pillar” provides allowances to men over 62 years old who contributed for at least 1,300 weeks and women over 57 years old who contributed for at least 1,000 weeks; and the “complementary savings pillar” provides an additional monthly allowance to individuals in proportion to their overall contributions. The Constitutional Court is currently reviewing the pension system reform bill to determine whether there were procedural flaws in its approval. The decision is set to be finalized in 2026. On March 6, 2025, the Chamber of Representatives of the Colombian Congress approved President Petro’s healthcare reform bill. Anticipating a possible rejection during the legislative process, the government announced its intention to hold a public consultation, a referendum through which Colombian citizens vote directly on matters of public interest, to seek approval for the reform. The Senate rejected this initiative in May 2025. The President then attempted to invoke the public consultation by decree. This was challenged before the Council of State, Colombia’s highest administrative court. The Court ruled that, under the Political Constitution and statutory law, prior Senate authorization is required for such a process to be valid. Our Colombian operations could be adversely impacted by rapidly changing economic, political and social conditions in Colombia and by the Colombian government’s response to such economic and social conditions. Additionally, any changes in the ruling government, regulations or policies relating to aeronautical services or investment, or shifts in political attitudes in Colombia are beyond our control. As of February 2026, Colombia’s major labor reform, which was formally passed by both chambers of Congress through Law 2466 and signed into law by the President in June 2025, is now in force. Many of its provisions are already being implemented, including changes to night work definitions, increased Sunday and holiday surcharges, and broader labor protections. The government continues to issue regulatory decrees to support the reform’s rollout, and the Ministry of Labor is actively working to help businesses comply as the reform is phased in over time. 32 Table of Contents In its February 2026 monetary policy meeting, the Central Bank’s Board of Directors voted by majority to raise the benchmark interest rate by 100 basis points, from 9.25% to 10.25%, a significant tightening of monetary policy. This decision became effective on February 2, 2026. The decision was driven by persistent inflation, rising core inflation, higher inflation expectations, risks from fiscal imbalances and strong domestic demand and a 23% increase in the federal monthly minimum wage from 2025 to 2026. The move signals the Board’s commitment to bringing inflation back to its 3% target. The vote was not unanimous: four members supported the increase, two favored a rate cut, and one preferred no change. On February 13, 2026, the Council of State provisionally suspended the government’s decree establishing a 23% increase in the monthly minimum wage for 2026 as a precautionary measure while the court reviews the decree’s legality under applicable statutory and constitutional standards. The court ordered the Executive Branch to issue a new, technically and legally justified temporary decree within eight days, setting a minimum wage figure consistent with the criteria established under the law. In response, the government issued a temporary decree (Decree 0159 of 2026) establishing a provisional minimum wage while the judicial review continues. The transitional decree maintains the same nominal minimum wage, a 23% increase compared with 2025, until the Council of State issues a final ruling on the legality of the original decree. The suspension does not constitute a final judgment on the legality of the wage increase. Amounts already paid under the previously established wage level remain valid, and the provisional wage established by the new decree will remain in effect until the court renders a final decision. Risks Related to Our ADSs You may not be entitled to participate in future preemptive rights offerings. Under Mexican law, if we issue new shares for cash as part of a capital increase, we generally must grant our shareholders the right to purchase a sufficient number of shares to maintain their existing ownership percentage in ASUR. Rights to purchase shares in these circumstances are known as preemptive rights. We may not legally be permitted to allow holders of ADSs in the United States to exercise any preemptive rights in any future capital increase unless we file a registration statement with the U.S. Securities and Exchange Commission, or SEC, with respect to that future issuance of shares, or the offering qualifies for an exemption from the registration requirements of the Securities Act of 1933, as amended. At the time of any future capital increase, we will evaluate the costs and potential liabilities associated with filing a registration statement with the SEC and any other factors that we consider important to determine whether we will file such a registration statement. We cannot assure you that we will file a registration statement with the SEC to allow holders of ADSs or shares in the United States to participate in a preemptive right offering. In addition, under current Mexican law, sales by the depository of preemptive rights and distribution of the proceeds from such sales to you, the ADS holders, is not possible. As a result, your equity interest in ASUR may be diluted proportionately. Holders of ADSs are not entitled to attend shareholders’ meetings, and they may only vote through the depositary. Under Mexican law, a shareholder is required to deposit its shares with the Secretary of the Company, the S.D. Indeval Institución para el Depósito de Valores, S.A. de C.V. (“Indeval”), a Mexican or foreign credit institution or a brokerage house in order to attend a shareholder’ meeting. A holder of ADSs will not be able to meet this requirement, and accordingly is not entitled to attend shareholders’ meetings. A holder of ADSs is entitled to instruct the depositary as to how to vote the shares represented by ADSs, in accordance with the procedures provided for in the deposit agreement and in accordance with Mexican law, but a holder of ADSs will not be able to vote its shares directly at a shareholders’ meeting or to appoint a proxy to do so. Future sales of shares by us and our stockholders may depress the price of our Series B shares and ADSs. On August 17, 2010, JMEX B.V., which held 16.1% of our capital stock, disposed of 100.0% of its holdings or 47,974,228 Series B shares, in an underwritten public offering at a price of U.S.$4.48 per Series B share. On January 4, 2012, Fernando Chico Pardo consummated the sale of 49.0% of ITA and 37,746,290 of his Series B shares to Grupo ADO for an aggregate purchase price of U.S.$196.6 million. 33 Table of Contents Future sales of substantial amounts of our common stock or the perception that such future sales may occur, may depress the price of our ADSs and Series B shares. Although we and JMEX B.V. were subject to a lock-up in connection with the August 2010 sale, our other stockholders, directors and officers were not subject to any lock-up agreements, and as a result, they were able to freely transfer their Series B shares immediately following the offering. We, our stockholders, directors and officers may not be subject to lock-up agreements in future offerings of our common stock. Any such sale may lead to a decline in the price of our ADSs and Series B shares. We cannot assure you that the price of our ADSs and Series B shares would recover from any such decline in value. We may be classified as a passive foreign investment company for U.S. federal income tax purposes, which could subject U.S. investors in shares of our common stock or ADSs to adverse tax consequences, which may be significant. We will be classified as a passive foreign investment company (a “PFIC”) in any taxable year in which, after taking into account our income and gross assets (and the income and assets of our subsidiaries pursuant to applicable “look-through rules”) either (i) 75% or more of our gross income for the taxable year consists of certain types of “passive income” or (ii) 50% or more of the average quarterly value of our assets is attributable to “passive assets” (assets that produce or are held for the production of passive income). We believe that we were not a PFIC for U.S. federal income tax purposes in 2024 or 2025 and do not expect to be a PFIC in the current year or the reasonably foreseeable future. PFIC status is a factual determination made annually after the close of each taxable year on the basis of the composition of our income and the value of our active versus passive assets. Because our belief is based in part on the expected market value of our equity, a decrease in the trading price of our common stock and ADSs may result in our becoming a PFIC. If we were to be or become classified as a PFIC, a U.S. holder, as defined in “Item 10. Additional Information—Taxation—Passive Foreign Investment Company Status,” that does not make a “mark-to-market” election may incur significantly increased U.S. income tax on gain at ordinary income tax rates recognized on the sale or other disposition of shares of our common stock or ADSs and on the receipt of distributions on the shares of our common stock or ADSs to the extent such distribution is treated as an “excess distribution” under the U.S. federal income tax rules. We do not intend to provide holders with the information necessary to make a “QEF election” (as described in “Item 10. Additional Information—Taxation—Passive Foreign Investment Company Status”). Thus, a U.S. holder seeking to mitigate the potential adverse effects of the PFIC rules should consider making a mark-to-market election. Additionally, if we were to be or become classified as a PFIC, a U.S. holder of shares of our common stock or ADSs will be subject to additional U.S. tax form filing requirements, and the statute of limitations for collections may be suspended if the U.S. holder does not file the appropriate form. See “Item 10. Additional Information— Taxation— Passive Foreign Investment Company Status”. FORWARD LOOKING STATEMENTS This Form 20-F contains forward-looking statements. We may from time to time make forward-looking statements in our periodic reports to the SEC on Forms 20-F and 6-K, in our annual report to shareholders, in offering circulars and prospectuses, in press releases and other written materials and in oral statements made by our officers, directors or employees to analysts, institutional investors, representatives of the media and others. Examples of such forward-looking statements include: ● projections of operating revenues, operating income, net income (loss), net income (loss) per share, capital expenditures, dividends, capital structure or other financial items or ratios, ● statements of our plans, objectives or goals, ● statements about our future economic performance or that of Mexico or other countries in which we operate, and ● statements of assumptions underlying such statements. Words such as “believe,” “anticipate,” “plan,” “expect,” “intend,” “target,” “estimate,” “project,” “predict,” “forecast,” “guideline,” “should” and similar expressions are intended to identify forward-looking statements but are not the exclusive means of identifying such statements. 34 Table of Contents Forward-looking statements involve inherent risks and uncertainties. We caution you that a number of important factors could cause actual results to differ materially from the plans, objectives, expectations, estimates and intentions expressed in such forward-looking statements. These factors, some of which are discussed above under “Risk Factors,” include material changes in the performance or terms of our Mexican, Colombian and Puerto Rican concessions, developments in legal proceedings, economic and political conditions and government policies in Mexico, Colombia, Puerto Rico, Dominican Republic or elsewhere, inflation rates, exchange rates, regulatory developments, customer demand and competition. We caution you that the foregoing list of factors is not exclusive and that other risks and uncertainties may cause actual results to differ materially from those in forward-looking statements. Forward-looking statements speak only as of the date they are made, and we do not undertake any obligation to update them in light of new information or future developments. ​