HISTORY AND DEVELOPMENT OF THE COMPANY
Grupo Aeroportuario del Sureste, S.A.B. de C.V., or ASUR, is a corporation (sociedad anónima bursátil de capital variable) organized under the laws of Mexico. We were incorporated in 1998 as part of the Mexican government’s program for the opening of Mexico’s airports to private-sector investment. The duration of our corporate existence is indefinite. We are a holding company and conduct all of our operations through our subsidiaries. The terms “ASUR,” “we” and “our” in this annual report refer both to Grupo Aeroportuario del Sureste, S.A.B. de C.V. as well as Grupo Aeroportuario del Sureste, S.A.B. de C.V. together with its subsidiaries. Our registered office is located at Bosque de Alisos No. 47ª-4th Floor, Bosques de las Lomas, 05120 México, D.F., México, telephone (5255) 5284 0408.
Investment by ITA
As part of the opening of Mexico’s airports to investment, in 1998, the Mexican government sold a 15.0% equity interest in us in the form of 45,000,000 Series BB shares to ITA pursuant to a public bidding process.
ITA paid the Mexican government a total of Ps.1,165.1 million (nominal pesos, excluding interest) (U.S.$120.0 million based on the exchange rates in effect on the dates of payment) in exchange for:
● 45,000,000 Series BB shares representing 15.0% of our outstanding capital stock (as of the date hereof, Series BB shares represent 7.65% of our outstanding capital stock following the conversion described below),
● three options to subscribe for newly issued Series B shares, all of which have expired unexercised, and
● the right and obligation to enter into various agreements with us and the Mexican government, including a participation agreement, a technical assistance agreement and a shareholders’ agreement under terms established during the public bidding process. These agreements are described in greater detail under “Item 7. Major Shareholders and Related Party Transactions—Related Party Transactions.”
Under the technical assistance agreement, ITA provides management and consulting services and transfers industry “know-how” and technology to ASUR in exchange for a technical assistance fee. This agreement is more fully described in “Item 7. Major Shareholders and Related Party Transactions—Related Party Transactions.” The agreement provides us a perpetual and exclusive license in Mexico to use all technical assistance and “know-how” transferred to us by ITA or its stockholders during the term of the agreement. The agreement had an initial 15-year term which expired in 2013, and is automatically renewed for successive five-year terms, unless one party provides the other a notice of termination within a specified period prior to a scheduled expiration date. The agreement was renewed on June 29, 2018. Although Copenhagen Airports A/S (“Copenhagen Airports”) sold its stake in ITA to Mr. Fernando Chico Pardo in October 2010, this technical assistance agreement continues in force. ITA provides us assistance in various areas, including strategic planning, financial analysis and control, development of our commercial activities, preparation of marketing studies focusing on increasing passenger traffic volume at our airports, political and regulatory issues, assistance with the preparation of the master development plans that we are required to submit to the Ministry of Infrastructure, Communications and Transportation with respect to each of our airports, construction programming, exploring and analyzing new business opportunities, and the improvement of our airport operations.
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The agreement was amended in 2012 to provide for quarterly payments of the fee. Until December 31, 2024, the technical assistance fee was equal to the greater of U.S.$2.0 million, adjusted for United States inflation, or 5.0% of our annual consolidated earnings before comprehensive financing cost, income taxes and depreciation and amortization (determined in accordance with financial reporting standards applicable in Mexico and calculated prior to deducting the technical assistance fee under this agreement). Effective as of January 1, 2024, the 5.0% rate was reduced to 2.5%. In 2025, the fixed amount was U.S.$ 3.9 million. We believe that this structure creates an incentive for ITA to increase our annual consolidated earnings before net comprehensive financing cost, income and asset taxes and depreciation and amortization. ITA is also entitled to reimbursement for the out-of-pocket expenses it incurs in its provision of services under the agreement. In 2023, 2024 and 2025, the technical assistance costs were Ps. 715.5 million, Ps. 400.8 million and Ps. 400.9 million, respectively, greater than the fixed costs of Ps. 62.4 million, Ps. 79.3 million and Ps. 70.3 million, respectively, for the same periods.
The technical assistance agreement allows ITA, its stockholders and their affiliates to render additional services to ASUR only if the Acquisitions and Contracts Committee of our Board of Directors determines that these related persons have submitted the most favorable bid in a public bidding process involving at least three unrelated parties. For a description of this committee, see “Item 6. Directors, Senior Management and Employees—Committees.”
Under our bylaws and the technical assistance agreement, ITA has the right to elect two members of our Board of Directors (which currently consists of eleven members) and their alternates, and to present the Board of Directors the name or names of the candidates for appointment as our chief executive officer, to remove our chief executive officer and to appoint and remove half of our executive officers. As the holder of the Series BB shares, ITA’s consent is also required to approve certain corporate matters so long as ITA’s Series BB shares represent at least 7.65% of our capital stock. In addition, our bylaws and the technical assistance agreement contain certain provisions designed to avoid conflicts of interest between ASUR and ITA. The rights of ITA in our management are explained in “Item 6. Directors, Senior Management and Employees—Committees.”
The remaining 85.0% of our outstanding capital stock, which at that time (prior to the conversion in June 2007 by ITA of 22,050,000 Series BB shares into 22,050,000 Series B shares) consisted of 255,000,000 Series B shares, was sold by the Mexican government to a Mexican trust established by Banco Nacional de Comercio Exterior, S.N.C (“Bancomext”). This trust subsequently sold the shares it held in us to the public. To our knowledge, the Mexican government no longer holds any of our shares.
ITA was restricted from transferring any of its remaining Series BB shares until December 18, 2008. From December 18, 2008 until December 17, 2013, ITA could sell in any year up to 20.0% of its remaining ownership interest in us represented by Series BB shares. These selling restrictions ended when the participation agreement expired on December 17, 2013. Our bylaws provide that Series BB shares must be converted into Series B shares prior to transfer. For a more detailed discussion of ITA’s rights to transfer its stock, see “Item 10. Additional Information—Registration and Transfer.”
As required under the participation agreement entered into in connection with the Mexican government’s sale of the Series BB shares to ITA, ITA transferred its Series BB shares to a trust, the trustee of which is Bancomext. Under the terms of the participation agreement and the trust agreement, ITA’s majority shareholder, currently Fernando Chico Pardo, was required to, directly or indirectly, maintain an ownership interest in ITA of a minimum of 51.0% unless otherwise approved by the Ministry of Infrastructure, Communications and Transportation. To the extent that Mr. Fernando Chico Pardo acquired shares of ITA in excess of a 51.0% interest, this additional interest could be sold without restriction. This ownership requirement expired on December 18, 2013. See “Item 7. Major Shareholders and Related Party Transactions—Major Shareholders—ITA Trust” for a further description of these provisions. If ITA or its stockholders’ default on any obligation contained in the trust agreement, or if ITA defaults on any obligation contained in the technical assistance agreement, after specified notice and cure provisions, the trust agreement provides that the trustee may sell 5.0% of the shares held in the trust and pay the proceeds of such sale to ASUR as liquidated damages.
Pursuant to the terms of the trust, ITA may direct the trustee to vote the Series BB shares, currently representing 7.65% of our capital stock, regarding all matters other than capital reductions, payment of dividends, amortization of shares and similar distributions to our shareholders, which are voted by the trustee in accordance with the vote of the majority of Series B shares. The trust does not affect the veto and other special rights granted to the holders of Series BB shares described in “Item 10. Additional Information.”
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Currently, Fernando Chico Pardo, our Chairman, directly holds 50.0% of ITA’s shares. The other 50.0% is held by Inversiones Kierke, an entity owned and controlled by Grupo ADO. Mr. Fernando Chico Pardo became a stockholder in ITA in April 2004 when he acquired the 24.5% ownership stake of the French group Vinci, S.A. in ITA and a 13.5% ownership stake of the Spanish group Ferrovial Aeropuertos, S.A. in ITA. At the same time, Copenhagen Airports acquired Ferrovial Aeropuertos, S.A.’s 11.0% ownership interest in ITA, thereby increasing its participation in ITA from 25.5% to 36.5%. Mr. Fernando Chico Pardo acquired an additional 25.5% ownership stake in ITA through the exercise of his right of first refusal following the auction of such shares by NAFIN, a Mexican national credit institution and development bank controlled by the Mexican government. On April 29, 2005, Copenhagen Airports increased its participation in ITA from 36.5% to 49.0% through the purchase of shares from Mr. Fernando Chico Pardo.
In connection with the tender offers and other transactions undertaken by Mr. Fernando Chico Pardo in June 2007, ITA converted 22,050,000 Series BB shares representing 7.35% of our total outstanding capital stock into Series B shares and transferred such shares to Agrupación Aeroportuaria Internacional, S.A. de C.V. by means of a spin-off. As a result of this transaction, ITA currently holds 22,950,000 Series BB shares representing 7.65% of our total outstanding capital stock. See “Item 7. Major Shareholders and Related Party Transactions—Major Shareholders—Capital Stock Structure.”
On October 13, 2010, Copenhagen Airports consummated the sale of its 49.0% stake in ITA to Mr. Fernando Chico Pardo. As a result of this transaction, Mr. Fernando Chico Pardo became the direct or indirect owner of 100% of the shares of ITA. On January 4, 2012, Fernando Chico Pardo consummated the sale of an entity that owns and controls 49.0% of the shares of ITA, Corporativo Galajafe, S.A. de C.V. (“Corporativo Galajafe”) (formerly Remer Soluciones), to Grupo ADO. On November 11, 2013, Corporativo Galajafe merged into Remer Soluciones, the total capital stock of which is 99% owned by Grupo ADO. On April 27, 2015, Remer Soluciones exercised its option to acquire an additional 1.0% interest in the outstanding shares of ITA for a purchase price of U.S.$4.6 million. On June 4, 2018, Remer Soluciones merged into Consorcio SAFIJ, S.A. de C.V. (“Consorcio SAFIJ”) the total capital stock of which was 99% owned by Grupo ADO. Then, on August 7, 2018, Consorcio SAFIJ merged into Compañía Inmobiliaria y de Inversiones del Noroeste, S.A. de C.V. (“Noroeste”) the total capital stock of which was 99% owned by Grupo ADO. On October 15, 2018, Noroeste merged into Inversiones Kierke the total capital stock of which is 99% owned by Grupo ADO. Finally, on December 3, 2018, Servicios de Estrategia Patrimonial, S.A. de C.V. and Agrupación Aeroportuaria Internacional III, S.A. de C.V. merged into CHPAF, the total capital stock of which is 99% owned by Mr. Fernando Chico Pardo. In light of the foregoing, Inversiones Kierke and Fernando Chico Pardo, through CHPAF, each own 50.0% of ITA. See “Item 7. Major Shareholders and Related Party Transactions—Major Shareholders—ITA Trust.”
Mr. Fernando Chico Pardo is the founder and President of Promecap, S.C. since 1997. He was appointed by ITA as a member of our Board of Directors and has been Chairman of the Board since April 28, 2005. He has also served as a board member of, among others, Grupo Financiero Inbursa, Condumex, Grupo Carso, Sanborns Hermanos, Sears Roebuck de México, Grupo Posadas de México and Grupo Saltillo.
Investment in LMM Airport
On July 11, 2012, Aerostar, a joint venture between Aeropuerto de Cancún and Oaktree Capital, submitted a successful bid for a concession to operate the LMM Airport. On February 27, 2013, the transaction was completed and Aerostar began operating the LMM Airport. On May 26, 2017, we acquired an additional 10% membership interest in Aerostar, pursuant to a Membership Interest Purchase Agreement, giving us a majority stake in the joint venture. In addition, Oaktree Capital sold its remaining 40.0% interest in Aerostar to PSP Investments, through its wholly-owned subsidiary AviAlliance, pursuant to a separate Membership Interest Purchase Agreement. Aeropuerto de Cancún owns 60.0% of Aerostar’s outstanding membership interests, which it has pledged on a non-recourse basis to secure up to U.S.$410.0 million of indebtedness incurred by Aerostar to pay the upfront leasehold fee, fund capital expenditures and for working capital purposes. As member of Aerostar, Aeropuerto de Cancún is entitled to distributions. However, pursuant to the terms of Aerostar’s debt, distributions are permitted only when Aerostar is in compliance with certain conditions. On October 10, 2025, Aerostar paid dividends to Aeropuerto de Cancún for an amount equal to Ps. 321.6 million, and returned capital contributions for an amount equal to Ps. 228.5 million.
Additionally, Aeropuerto de Cancún made a U.S.$100.0 million subordinated shareholder loan to Aerostar on February 22, 2013 to partially fund the cost of acquiring the concession to operate the LMM Airport and it is entitled to cash interest payments on this loan whenever certain conditions are met, including that dividends are permitted to be paid. Cash interest on the shareholder loan is paid in preference to any dividends that may be payable. When cash interest payments are not permitted, interest on this loan is capitalized. In April 2021, the remaining balance of principal amount and interest on this loan was paid.
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Acquisition of Colombian Airports
In the spring of 2017, we, through Aeropuerto de Cancún, entered into agreements to acquire a controlling interest in Airplan and 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 an initial 92.42% interest in Airplan for approximately U.S.$201.6 million, subject to pricing adjustments. Financing for that acquisition has since been refinanced through a series of loans as described below.
We obtained loans through Aeropuerto de Cancún with BBVA and Banco Santander for Ps. 2,000.0 million each. The Company guaranteed Aeropuerto de Cancún’s obligations under these loans. While these loans were outstanding, we and our subsidiaries were subject to certain restrictions, including a prohibition on creating liens on our property, making fundamental changes to our corporate structure, or selling assets exceeding 10.0% of our consolidated total assets. We were also required to maintain a consolidated leverage ratio of no more than 3.50:1.00 and a consolidated interest coverage ratio of at least 3.00:1.00 as of the last day of each fiscal quarter. As of December 31, 2023, 2024, and 2025, our consolidated leverage ratio under this agreement was 1.40:0.70 in each period. Failure to comply with these covenants would have restricted our ability to pay dividends.
The BBVA loan was repaid in October 2021 and replaced with a seven-year loan of Ps. 2,000.0 million maturing in October 2028, at a TIIE rate plus an applicable margin. In June 2024, this loan was amended to extend the maturity date to July 11, 2029, with a 28-day TIIE rate plus a margin of 1.35 points. During 2023, we repaid Ps. 150.0 million of this loan in three equal installments.
The Santander loan was repaid in September 2021 and replaced with a three-year loan of Ps. 2,650.0 million at a 28-day TIIE rate plus 150 basis points. In November 2022, we prepaid Ps. 650.0 million, reducing the balance to Ps. 2,000.0 million. During 2023, we repaid Ps. 1,325.0 million in two equal installments, leaving a balance of Ps. 675.0 million. On March 26, 2024, the Company amended its debt with Santander to extend the maturity date through September 26, 2025, the date on which the loan was repaid in full. On September 26, 2025, the Company entered into a simple revolving credit line agreement with Banco Santander in the amount of Ps. 675.0 million, with principal repayment due at maturity on September 26, 2027, subject to a one-day TIIEF rate plus 150 basis points.
Acquisition of URW Airports, LLC
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 LAX, Terminal 5 at ORD, and Terminal 8 and New Terminal One at 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. to maintain liquidity. See “Business Overview—U.S. Mainland Airports” for additional description of the acquired businesses.
Acquisition of Companhia de Participações em Concessões (CPC Aeroportos)
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. This transaction is expected to expand our international network, increase passenger traffic, and increase its exposure to other regions by adding four new markets in Latin America and the Caribbean, including Brazil, currently the largest aviation market in Latin America in terms of passenger traffic. 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, in addition to cash on hand.
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Master Development Programs in Mexico
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. Each master development plan covers a 15-year period and includes investment commitments for the regulated part of our business (including certain capital expenditures and improvements) for the succeeding five-year period and investment projections for the regulated part of our business (including certain capital expenditures and improvements) for the remaining 10 years (indicative investments). Once approved by the Ministry of Infrastructure, Communications and Transportation, these commitments become binding obligations under the terms of our Mexican concessions. Committed investments are minimum requirements, and our capital expenditures may exceed our investment commitments in any period. On December 11, 2023, the Ministry of Infrastructure, Communications and Transportation approved each of our current updated master development plans. These plans came into effect from January 1, 2024 to December 31, 2028.
The following table sets forth our committed investments for the regulated part of our business for each Mexican airport pursuant to the terms of our current master development plans for the periods presented. Even though we have committed to invest the amounts in the table, those amounts could be lower or higher depending on the cost of each project.
Committed Investments
Committed Investments
Year ended December 31,
Airport 2024 2025 2026 2027 2028 Totals
(millions of constant Mexican pesos as of December 31, 2025)(1)
Cancún 2,928.0 5,013.5 6,136.4 4,308.3 5,578.0 23,964.2
Cozumel 136.0 371.8 187.7 33.1 62.5 791.1
Huatulco 113.4 225.1 95.6 133.9 341.8 909.8
Mérida 234.4 202.5 167.0 591.5 925.0 2,120.4
Minatitlán 86.0 83.0 44.4 16.9 27.6 257.9
Oaxaca 213.8 607.4 865.6 480.7 198.7 2,366.2
Tapachula 40.7 105.4 43.1 19.1 54.3 262.6
Veracruz 132.5 164.9 73.3 27.2 82.6 480.5
Villahermosa 102.7 180.7 291.2 28.0 41.2 643.8
Total 3,987.5 6,954.3 7,904.3 5,638.7 7,311.7 31,796.5
(1) Based on the Mexican construction price index in accordance with the terms of our master development plan.
Note: As of December 31, 2025, we have invested Ps. 6,961.5 million (which is included in the investment commitments for this period shown above).
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The following table sets forth our committed and indicative investments for the regulated part of our business for each Mexican airport pursuant to the terms of our current master development plans for the periods presented.
Committed Investments Indicative Investments
January 1, 2024- January 1, 2029- January 1, 2034-
Airport December 31, 2028 December 31, 2033 December 31, 2038
(millions of constant Mexican pesos as of December 31, 2025)(1)
Cancún 23,964.2 4,855.2 6,520.8
Cozumel 791.1 314.0 415.8
Huatulco 909.8 273.6 397.0
Mérida 2,120.4 878.2 873.0
Minatitlán 257.9 139.4 127.2
Oaxaca 2,366.2 230.7 453.8
Tapachula 262.6 240.0 171.1
Veracruz 480.5 684.4 582.6
Villahermosa 643.8 329.8 314.0
Total 31,796.5 7,945.3 9,855.3
(1) Based on the Mexican construction price index in accordance with the terms of our master development plan.
Note: As of December 31, 2025, we have invested Ps. 6,961.5 million (which is included in the investment commitments for this period shown above).
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BUSINESS OVERVIEW
We hold concessions to operate, maintain and develop nine airports in the southeast region of Mexico for fifty years from November 1, 1998. As operators of these airports, we charge airlines, passengers and other users fees for the use of the airports’ facilities. We also derive rental and other income from commercial activities conducted at our airports, such as the leasing of space to restaurants and retailers. Our Mexican concessions include the concession for Cancún Airport, which was the second busiest airport in Mexico in 2025 in terms of passenger traffic, and the busiest in terms of international passengers in regular service, according to the AFAC, Mexico’s federal authority on aviation. We also hold concessions to operate the airports in Cozumel, Huatulco, Mérida, Minatitlán, Oaxaca, Tapachula, Veracruz and Villahermosa.
We own a controlling interest 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. For more information on the concessions in Colombia, see “Item 4. Information on the Company-Colombian Regulatory Framework-Scope of Colombian Concessions and General Obligations.”
Our subsidiary Aerostar holds a lease to operate, maintain and develop the LMM Airport, in San Juan, Puerto Rico, for an initial term of forty (40) years from February 27, 2013 (the “LMM Lease”).
Following the acquisition of URW Airports, LLC on December 11, 2025, our subsidiary ASUR Airports, LLC (“ASUR Airports”) is currently managing select commercial programs at key U.S. airport terminals, including: Terminals 1, 2, 3, 6, and Tom Bradley International Terminal and Tom Bradley International Terminal West at LAX; Terminal 5 at ORD; and Terminals 8 and New Terminal One at JFK”.
On April 10, 2026, we published our Sustainability Report. The purpose of this report is to describe 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. The Sustainability Report covers our and our subsidiaries’ operations from January 1, 2025 to December 31, 2025, with a particular focus on human rights, working conditions, environment and anticorruption matters. In 2022, we established a Sustainability Committee that reports to our Board of Directors, in line with our 2021 Sustainability Report. 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. Our Sustainability Report is available on our website at www.asur.com.mx. For the avoidance of doubt, our Sustainability Report is not incorporated in, and should not be viewed as part of, this Annual Report on Form 20-F.
Mexico
Mexico is one of the main tourist destinations in the world. Mexico has historically ranked in the top 10 countries worldwide in terms of foreign visitors, with approximately 42.2 million visitors in 2023, 45.0 million visitors in 2024 and 47.8 million visitors in 2025, according to the Mexican Ministry of Tourism. Within Latin America and the Caribbean, Mexico ranked first in 2023, 2024 and 2025 in terms of number of foreign visitors and income from tourism, according to the World Tourism Organization. The tourism industry is one of the largest generators of foreign exchange in the Mexican economy. Within Mexico, the southeast region (where our airports are located) is a principal tourist destination due to its beaches and cultural and archeological sites, which are served by numerous hotels and resorts.
Cancún and its surroundings were the most frequently visited international tourism destination in Mexico in 2025, according to the Mexican Ministry of Tourism. Cancún Airport represented 75.3%, 73.4% and 72.3% of our Mexican passenger traffic volume and 78.6%, 79.1% and 77.7% of our Mexican revenues in 2023, 2024 and 2025, respectively. As of December 31, 2025, Cancún had 35,880 hotel rooms, according to the Mexican Ministry of Tourism. We believe that Cancún Airport benefits from its proximity to the Mayan Riviera, a 129-kilometer (80-mile) stretch of coastal resorts and hotels that is among Mexico’s most rapidly developing tourism areas. According to Mexican Ministry of Tourism, the Mayan Riviera had 51,597 hotel rooms as of December 31, 2025.
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Our Mexican airports served approximately 43.5 million passengers in 2023, approximately 41.4 million passengers in 2024 and approximately 40.6 million passengers in 2025. For year-by-year passenger figures, see “Item 4. Information on the Company—Business Overview—Our Mexican Airports.”
The United States currently is a significant source of passenger traffic volume in our Mexican airports. In 2023, 2024 and 2025 international passengers represented 51.1%, 52.2% and 51.5% respectively, of the total passenger traffic volume in our Mexican airports. In 2023, 2024 and 2025, 61.8%, 62.2% and 61.3%, respectively, of the international passengers in our Mexican airports traveled on flights originating in or departing to the United States. As of December 31, 2025, three Mexican and 19 international airlines, including United States-based airlines such as American Airlines and United Airlines, operated flights, directly or through code-sharing arrangements (where one aircraft has two or more flight numbers of different, allied airlines), that originated from or departed for the United States at our Mexican airports.
The following table sets forth our revenues from our Mexican operations for the period presented.
Year ended December 31,
2023 2024 2025
(thousands of Mexican pesos)
Revenues:
Aeronautical Services Ps. 11,247,569 Ps. 13,915,654 Ps. 14,273,248
Non-Aeronautical Services 6,906,759 7,056,319 7,153,825
Construction Services 873,574 2,196,717 6,561,131
Total 19,027,902 23,168,690 27,988,204
Aeronautical Services
General
Aeronautical services represent the most significant source of our revenues at our Mexican airports. All of our revenues from aeronautical services are regulated under the “dual-till” price regulation system applicable to our Mexican airports. For more information on the “dual-till” price regulation system, see “Item 4. Information on the Company—Mexican Regulatory Framework—Price Regulation—Regulated Revenues.”
Our revenues from aeronautical services are derived from: passenger charges, landing charges, aircraft parking charges, charges for the use of passenger walkways and charges for the provision of airport security services. Charges for aeronautical services generally are designed to compensate an airport operator for its infrastructure investment and maintenance expense. Aeronautical revenues are principally dependent on three factors: passenger traffic volume, the number of air traffic movements and the weight of the aircraft. In 2023, 2024 and 2025, 59.0%, 59.3% and 52.1% of our consolidated revenues, respectively, were derived from aeronautical services.
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Passenger Charges
At our Mexican airports, we collect a passenger charge for each departing passenger on an aircraft (other than diplomats, infants and transfer and transit passengers). We do not collect passenger charges from arriving passengers. Passenger charges are automatically included in the cost of a passenger’s ticket and generally collected twice monthly from each airline. As of March 2024, the charge for international passengers was U.S.$42.0, U.S.$41.8, U.S.$41.3, U.S.$30.9 and U.S.$37.5, for Cancún, Mérida, Oaxaca, Tapachula and Veracruz airports, respectively. As of March 2024, the charge for Mexican domestic passengers was Ps. 302.6, Ps. 566.4, Ps. 660.3, Ps. 528.4 and Ps. 566.4, for Cancún, Mérida, Oaxaca, Tapachula and Veracruz airports, respectively. As of February 2025, the charge for international passengers was U.S.$52.4 and the charge for Mexican domestic passengers was Ps. 371.9 for Cozumel airport. As of June 2025, the charge for international passengers was U.S.$48.0, U.S.$32.6 and U.S.$41.1, for Huatulco, Minatitlán and Villahermosa airports, respectively. As of June 2025, the charge for Mexican domestic passengers was Ps. 736.2, Ps. 562.9 and Ps. 622.0 for Huatulco, Minatitlán and Villahermosa airports, respectively. International passenger charges are currently dollar-denominated, but generally collected in Mexican pesos based on the average exchange rate during the month prior to the flight. Mexican domestic passenger charges are peso-denominated. In each of 2023, 2024 and 2025, passenger charges at our Mexican airports represented 60.8%, 61.7% and 61.4%, respectively, of our aeronautical revenues and 35.8%, 36.6% and 32.0%, respectively, of our total consolidated revenues. From time to time, including in 2025, we have offered discounts on passenger charges at certain of our airports.
Aircraft Landing and Parking Charges, Passenger Walkway Charges and Airport Security Charges
At our Mexican airports, we collect various charges from carriers for the use of our facilities by their aircraft and passengers. For each aircraft’s arrival, we collect a landing charge that is based on the average of the aircraft’s maximum takeoff weight and the aircraft’s weight without fuel. We also collect aircraft parking charges based on the time an aircraft is at an airport’s gate or parking position. Parking charges at several of our Mexican airports vary based on the time of day that the relevant service is provided (with higher fees generally charged during peak usage periods at certain of our airports). We collect aircraft parking charges the entire time an aircraft is on our aprons. Airlines are also assessed charges for the connection of their aircraft to our terminals through a passenger walkway. We also assess an airport security charge, which is collected from each airline based on the number of its departing passengers. We provide airport security services at our airports through third-party contractors. We also provide firefighting and rescue services at our airports.
Non-aeronautical Services
General
At our Mexican airports, non-aeronautical services have historically generated a proportionately smaller portion of our revenues, but have become an increased source of revenues in recent years. Our revenues from non-aeronautical services are derived from commercial activities (such as the leasing of space in our airports to retailers, restaurants, airlines and other commercial tenants) and access fees charged to providers of complementary services in our airports (such as catering, handling and ground transport). In 2023, 2024 and 2025, 36.0%, 31.6% and 28.2% of our consolidated revenues, respectively, were derived from non-aeronautical services from our Mexican airports as defined under the Mexican Airport Law and from our international airports (Puerto Rico and Colombia) since June 1, 2017 and October 29, 2017, the dates on which we began consolidating the results of Puerto Rico and Colombia, respectively.
Currently, the leasing of space in our Mexican airports to airlines and other commercial tenants represents the most significant source of our revenues from non-aeronautical services. Although certain of our revenues from non-aeronautical services are regulated under our “dual-till” price regulation system, our revenues from commercial activities (other than the lease of space to airlines and other airport service providers that is considered essential to an airport) are not regulated.
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Commercial Activities
Leading international airports generally generate an important portion of their revenues from commercial activities. An airport’s revenues from commercial activities are largely dependent on passenger traffic, its passengers’ level of spending, terminal design, the mix of commercial tenants and the basis of fees charged to businesses operating in the airport. Revenues from commercial activities also depend substantially on the percentage of traffic represented by international passengers due to the revenues generated from duty-free shopping. We believe that revenues from commercial activities account for 26.2% or more of the consolidated revenues of many leading international airports. Accordingly, a significant part of our business strategy is focused on increasing our revenues from commercial activities in our Mexican airports.
In 2023, we opened 17 commercial spaces, including two in Cancún, one in Cozumel, one in Huatulco, eight in Mérida, four in Oaxaca and one in Veracruz. In 2024, we opened 12 commercial spaces, including two in Huatulco, five in Mérida, one in Minatitlán, two in Tapachula, one in Veracruz and one in Villahermosa. In 2025, we opened six commercial spaces, all in Mérida.
Within our nine Mexican airports, we leased 613 commercial spaces through 368 contracts with tenants as of December 31, 2025, including restaurants, banks, retail outlets (including duty-free stores), currency exchange bureaus and car rental agencies. Our most important tenants in terms of occupied space and revenue in 2025 were Dufry México and Controladora Mera and its affiliates.
Access Charges
At each of our Mexican airports, we earn revenues from charging access fees to various third-party providers of complementary services, including luggage check-in, sorting and handling, aircraft servicing at our gates, aircraft cleaning, cargo handling, aircraft catering services and assistance with passenger boarding and deplaning. Our revenues from access charges are regulated under our “dual-till” price regulation system. Under current regulations, each of these services may be provided by the holder of a Mexican airport concession, by a carrier or by a third party hired by a concession-holder or a carrier. Typically, these services are provided by third parties, whom we charge an access fee based on a percentage of revenues that they earn at our Mexican airports. Under the Mexican Airport Law, third-party providers of complementary services are required to enter into agreements with the respective concession holder at that airport. Nine different contractors provide handling services at our nine Mexican airports.
Consorcio Aeroméxico, the parent company of Aeroméxico, owns Administradora Especializada en Negocios, S.A. de C.V., or Administradora Especializada, the successor company to Servicios de Apoyo en Tierra, or SEAT, a company that provides certain complementary services, such as baggage handling, to various carriers at airports throughout Mexico. SEAT operated at our Mexican airports prior to our commencement of operations under our Mexican concessions and continues to do so through its successor company.
Under the Mexican Airport Law, we are required to provide complementary services at each of our Mexican airports if there is no third party providing such services. Each of our Mexican airports has more than one third party provider of complementary services. Minatitlán Airport has the least third-party providers of complementary services with four.
Automobile Parking and Ground Transport
Each of our Mexican airports has public car parking facilities consisting of open-air parking lots. The only Mexican airport at which we do not charge parking fees is Cozumel. Revenues from car parking at our Mexican airports currently are not regulated, although they could become regulated upon a finding by the CNA that there are no competing alternatives. On August 21, 2019, the Board of Commissioners of COFECE (now CNA) in Mexico notified Aeropuerto de Cancún of a decision issued on July 25, 2019, which provides for: (i) administrative liability for monopolistic practices (as described in Article 54, Section I and Article 56, Section V of the LFCE (refusal of access)) and (ii) a fine of Ps. 73 million. We appealed COFECE’s decision in November 2023.
In November 2023, a Federal specialized Judge granted to Aeropuerto de Cancún constitutional protection against COFECE’s decision and ordered the Board of Commissioners to review and justify whether and as of when the company actually incurred in the relative monopolist practice of “refusal to deal”. Both, COFECE and Aeropuerto de Cancún appealed this judgment, which is currently under review by a specialized Court of Appeals.
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We collect revenues from various commercial vehicle operators, including taxi, bus and other ground transport operators. Our revenues from permanent providers of ground transport services, such as access fees charged to taxis, are regulated activities, while our revenues from non-permanent providers of ground transport services, such as access fees charged to charter buses, are not regulated revenues.
Airport Security
The AFAC, Mexico’s federal authority on aviation, and the Office of Public Security issue guidelines for airport security in Mexico. At each of our Mexican airports, security services are provided by independent security companies that we hire. In recent years, we have undertaken various measures to improve the security standards at our Mexican airports. These measures included increasing the responsibilities of the private security companies that we hire, the implementation, in accordance with regulations issued by ICAO, of integrated computer tomography and baggage detection system for international and domestic flights to detect explosive traces, the modernization of our carry-on luggage scanning and security equipment, the implementation of strict access control procedures to the restricted areas of our Mexican airports and the installation of a closed-circuit television monitoring system in some of our Mexican airports.
In response to the September 11, 2001 terrorist attacks in the United States, we have taken additional steps to increase security at our airports. At the request of the Transportation Security Administration of the United States, the former General Office of Civil Aviation (currently the AFAC) issued directives in October 2001 establishing new rules and procedures to be adopted at our airports. Under these directives, these rules and procedures were to be implemented immediately and for an indefinite period of time.
To comply with these directives, we reinforced security by:
● increasing and improving the security training of Mexican airport personnel,
● increasing the supervision and responsibilities of both our security personnel and airline security personnel that operate in our Mexican airports,
● issuing new electronic identification cards to Mexican airport personnel,
● reinforcing control of different access areas of our Mexican airports, and
● physically changing the access points to several of the restricted areas of our Mexican airports.
Airlines have also contributed to the enhanced security at our Mexican airports as they have adopted new procedures and rules issued by the AFAC applicable to airlines. Some measures adopted by the airlines include adding more points for verification of passenger identification, inspecting luggage prior to check-in and reinforcing controls over access to airplanes by service providers (such as baggage handlers and food service providers).
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Fuel
As part of the amendments that opened Mexico’s airports to private investment, allairport property and installations related to the supply and storage of aircraft fuel were retained by the Mexican Airport and Auxiliary Services Agency (Aeropuertos y Servicios Auxiliares) considering that concession holders were forbidden to provide such services. Pursuant to our Mexican concessions, the Mexican Airport and Auxiliary Services Agency entered into several agreements, under which it was obligated to pay to each of our subsidiary concession holders a fee for access to our facilities equivalent to 1.0% of the service charge for fuel supply. As of January 1, 2015, and as a result of certain structural reforms in Mexico’s constitutional and regulatory framework in connection with, among other things, the energy sector, private parties are now eligible to store, commercialize, distribute and supply fuel in airports to air carriers, air operators and third-party service providers of non-aeronautical services. In order to store, commercialize, distribute and supply fuel in airports, the eligible private parties are currently required to obtain a permit from the National Energy Commission (Comisión Nacional de Energía). In addition, third-party service providers of non-aeronautical services are required to obtain a favorable opinion from the Mexican Ministry of Energy (Secretaría de Energía), and the Mexican Ministry of Infrastructure, Communications and Transportation (Secretaría de Infraestructura, Comunicaciones y Transportes) in order to be able to acquire such fuel. Pursuant to the concession titles of our Mexican airports, only the Mexican Airport and Auxiliary Services Agency was entitled to store and supply fuel in our airports. However, on January 26, 2024, we received a notice from the SICT informing that such exclusivity was terminated. As of April 16, 2026, one third-party service provider is currently selling fuel at our Mexican airports.
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Construction Services Revenue
Under IFRS, an operator of a service concession that is required to make capital improvements to concessioned assets, such as us, is deemed to provide construction or upgrade services. Revenues from construction services are recognized in accordance with the methods prescribed (input method) for measuring progress towards completion of each project, as approved by the grantor. Improvements made are expected to complement the infrastructure of the airports operated by the Company. Revenues from construction services are not subject to regulation under our dual-till price regulation system in Mexico, Colombia and Puerto Rico.
Our Mexican Airports
In 2025, our Mexican airports served a total of 40.6 million passengers, 51.5% of which were international passengers. In 2025, Cancún Airport accounted for 72.3% of our Mexican passenger traffic volume and 77.7% of our Mexican revenues.
All of our Mexican airports are designated as international airports under Mexican law, which indicates that they are equipped to receive international flights and have customs and immigration facilities.
The following table sets forth the number of passengers served by our Mexican airports based on flight origination or destination.
Passengers by Flight Origin or Destination(1)
Year ended December 31,
Percentage
of total
2021 2022 2023 2024 2025 2025
(in thousands )
Región
Mexico(2) 15,431 19,135 21,669 20,166 20,033 49.3 %
United States 10,765 13,197 13,727 13,439 12,808 31.6 %
Canada 510 2,112 3,148 3,456 3,599 8.9 %
Europe 918 2,266 2,138 2,014 1,951 4.8 %
Latin America 1,514 2,815 2,785 2,345 2,205 5.4 %
Total 29,138 39,525 43,467 41,420 40,596 100.0 %
(1) Figures exclude passengers in transit and private aviation passengers.
(2) Figures include international passengers on domestic flights; in 2025, such passengers accounted for 1.6% of all Mexican domestic passengers.
In 2023, 2024 and 2025, our Mexican domestic passengers traveled to or from Mexico City through Mexico City International Airport (AICM) representing 45.0%, 41.6% and 39.7%, respectively, of our domestic passengers, and through Felipe Ángeles Airport (AIFA), representing 5.1%, 9.5% and 10.1%, respectively, of our domestic passengers.
The following table sets forth the total traffic volume and air traffic movements in our nine Mexican airports for the periods presented.
Airport Traffic
Year ended December 31,
2021 2022 2023 2024 2025
(in thousands )
Passengers:
Total 29,138.5 39,524.0 43,467.9 41,420.4 40,595.7
Air Traffic Movements
Total 303.6 360.4 379.2 361.1 353.1
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The following table sets forth the passenger traffic volume for each of our Mexican airports during the periods indicated:
Passenger Traffic
Year ended December 31,
2021 2022 2023 2024 2025
( in thousands)
Cancún 22,318.5 30,343.0 32,750.4 30,411.5 29,345.5
Mérida 2,079.5 3,079.6 3,674.1 3,699.9 3,939.7
Veracruz 1,103.5 1,333.6 1,665.7 1,712.8 1,872.7
Villahermosa 976.5 1,214.2 1,396.7 1,481.1 1,447.4
Oaxaca 913.9 1,304.0 1,693.0 1,787.4 1,865.0
Huatulco 692.2 971.0 914.7 847.2 801.8
Cozumel 531.7 663.3 677.5 713.0 646.6
Tapachula 424.2 503.3 553.7 615.0 519.1
Minatitlán 98.5 112.0 142.1 152.5 157.9
Total 29,138.5 39,524.0 43,467.9 41,420.4 40,595.7
The following table sets forth the air traffic movements in each of our Mexican airports during the periods indicated:
Air Traffic Movements by Airport(1)
Year ended December 31,
2021 2022 2023 2024 2025
Cancún 176,549 214,340 223,284 206,043 198,630
Mérida 39,273 51,589 57,212 56,330 59,680
Veracruz 18,476 19,932 22,195 23,334 24,123
Villahermosa 17,665 19,751 22,915 23,014 18,733
Oaxaca 15,899 18,787 20,842 18,328 18,381
Cozumel 15,146 13,123 11,997 12,718 11,597
Tapachula 9,606 9,706 9,186 9,985 10,326
Huatulco 7,934 9,904 8,325 7,724 7,298
Minatitlán 3,045 3,300 3,196 3,658 4,372
Total 303,593 360,432 379,152 361,134 353,140
(1) Includes departures and landings.
The following table sets forth the air traffic movements in our Mexican airports for the periods indicated in terms of commercial, charter and general aviation:
Air Traffic Movements by Aviation Category
Year ended December 31,
2021 2022 2023 2024 2025
Commercial Aviation 250,646 298,398 316,992 301,925 289,096
Charter Aviation 3,431 2,217 1,968 2,083 1,885
General Aviation(1) 49,516 59,817 60,192 57,126 62,159
Total 303,593 360,432 379,152 361,134 353,140
(1) General aviation generally consists of small private aircraft.
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Cancún International Airport
Cancún International Airport (the “Cancún Airport”) is our most important airport in terms of passenger volume, air traffic movements and contribution to revenues. In 2025, Cancún Airport was the second busiest airport in Mexico in terms of passenger traffic and the first busiest in terms of international passengers in regular service, according to the AFAC. The airport is located approximately 16 kilometers (10 miles) from the city of Cancún, which has a population of 998,461. A substantial majority of the airport’s international passengers (61.3% in 2023, 61.5% in 2024, and 60.6% in 2025) began or ended their travel in the United States. The airport’s most important points of origin and destination are Mexico City, Monterrey, Toronto, Dallas and Houston. Due to the airport’s significant number of passengers from the United States, its traffic volume and results of operations are substantially dependent on economic conditions in the United States. See “Item 3. Key Information—Risk Factors—Risks Related to Our Operations—Our business could be adversely affected by a downturn in the economies of the United States or Mexico”.
During 2025, approximately 29.3 million passengers traveled through Cancún Airport through Terminal 2, Terminal 3, which was opened in May 2007 and Terminal 4, which was opened in November 2017.
Cancún is located in the state of Quintana Roo. Cancún and its surroundings were the most visited international tourism destination in Mexico in 2025, according to the Mexican Ministry of Tourism. According to Mexican Ministry of Tourism, the Cancún area had 37,648 hotel rooms as of December 31, 2025. Although Cancún may be reached by land, sea or air, we believe most tourists arrive by air through Cancún Airport. By air, Cancún is approximately one and a half to five hours from most major cities in the United States and 10 to 13 hours from most major European cities.
Cancún is located near beaches, coral reefs, ecological parks and Mayan archeological sites. Cancún Airport serves travelers visiting the Mayan Riviera, which stretches from Cancún south to the Mayan ruins at Tulum, and includes coastal hotels and resorts in the towns of Playa del Carmen, Tulum and Akumal. According to the Mexican Ministry of Tourism, the greater Cancún area (including the Mayan Riviera) was estimated to have an aggregate of 89,245 hotel rooms as of December 31, 2025.
Since most of the airport’s passengers are tourists, the airport’s traffic volume and results of operations are influenced by the perceived attractiveness of Cancún as a tourist destination. See “Item 3. Key Information—Risk Factors—Risks Related to Our Operations—Our business is highly dependent upon revenues from Cancún International Airport.”
The airport’s facilities include a total of 82 aircraft parking stands, 39 of which are remote aircraft parking stands, Terminal 1 (which has been closed since March, 2018 and will reopen in July 2026), Terminal 2 (which includes a satellite wing), Terminal 3 (which became operational in May 2007 as described below), Terminal 4 (which became operational in November 2017 as described below) and a general aviation building that handles private aircraft. The airport has 62 gates, 40 of which are accessible by passenger walkways. Terminal 2 has 9 gates accessible by passenger walkways, 3 contact gates and 8 remote gates. Terminal 3 has 17 boarding gates accessible by passenger walkways and 5 remote gates. Terminal 4 has 14 boarding gates accessible by passenger walkways and 6 remote gates. The airport has 752 commercial and airport spaces located throughout Terminals 2, 3 and 4 and one bank branch located in Terminal 2.
Terminal 1 in Cancún Airport, which we acquired on June 30, 1999, has an area of 20,383 square meters (approximately 234.0 thousand square feet). After having closed in October 2005 following Hurricane Wilma, Terminal 1 was reopened in November 2013 but closed again in March 2018, and remains closed as of the date of this report. We are planning to undertake a rebuilding and expansion of Terminal 1, which we estimate will begin operations in July 2026.
As part of our commercial strategy, in the fourth quarter of 2005 we completed an expansion of 8,224 square meters (approximately 88.6 thousand square feet) and a remodeling of 1,387 square meters (approximately 14.4 thousand square feet), giving us a total of 52,522 square meters (approximately 563.3 thousand square feet) in Cancún Airport’s Terminal 2. As part of our Mexican Master Development Program, we remodeled Terminal 2 in 2014. Specifically, we added security checkpoints and remodeled the space to improve passenger traffic. The remodel freed up space on the ground floor and upper level of Terminal 2 and, as a result, we were able to add new commercial spaces to the terminal.
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On December 6, 2005, we began construction on Terminal 3, which we opened on May 17, 2007, and which began operations on May 18, 2007. With a total investment of approximately U.S.$100.0 million, Terminal 3 constitutes our most ambitious investment project to-date. Terminal 3 doubled international passenger capacity at Cancún Airport. The new building, measuring a total area of 45,263 square meters (approximately 487.2 thousand square feet), has capacity for 84 check-in counters and 11 boarding gates with boarding bridges and four remote boarding gates served by buses, as well as 27 retail outlets and one bank branch. The terminal features state-of-the-art passenger information systems and security equipment, including the first CT scanning system (a system that uses x-rays to form a three-dimensional model of the contents of a piece of luggage) in Mexico for all checked baggage.
Furthermore, in order to accommodate expected increases in passenger traffic and operations, the expansion of Terminal 3 was completed in 2015 as part of our master development program in Mexico. As part of the expansion, we carried out a remodeling of the security checkpoints, including the installation of additional security lines with X-ray equipment and more waiting areas, an expansion of the baggage reclaim area by approximately 1,800 square meters and the construction of additional carousels with larger flow space, an expansion of the customs area by approximately 1,400 square meters, a remodeling of the check-in area, including an expansion by approximately 700 square meters and the addition of approximately 30 new service counters, and the redesign of the boarding lounge to accommodate six additional contact stands and a mezzanine level for arrivals.
Terminal 4 opened in November 2017. Equipped with a total of 14 boarding gates, Terminal 4 can cater to up to nine million domestic and international passengers a year.
On December 11, 2023, the Ministry of Infrastructure, Communications and Transportation approved our request for a new Master Development Plan for 2024 – 2038 as well as the maximum rates applicable to our Mexican airports, which allowed us to improve and increase the infrastructure of such airports. Consequently, the airport’s passenger handling capacity as of December 31, 2025 was 36.6 million passengers per year.
Terminal 4 is located to the west of the existing airport facilities, between runway ends 12L and 12R. The terminal building currently has a surface area of more than 64,000 square meters, as well as 10 security filters and 14 aircraft parking stands, each with its own boarding bridge. Terminal 4 has been designed to be easily expandable when capacity increases are required, without causing disruption in day-to-day operations, and will maintain separate passenger flows for domestic and international passengers. In addition, the terminal has a multi-level floor plan, with the upper level reserved for departing passengers and the mezzanine and lower levels for arriving passengers. The new terminal consists of ten buildings with two-level double height spaces and a mezzanine level.
Cancún Airport currently has two runways. The first runway has a length of 3,500 meters (2.2 miles). The second runway, which was completed in 2009, has a length of 2,800 meters (1.7 miles). Along with the second runway, we also built a new control tower at Cancún Airport in 2009.
In April 2006, we obtained a license to develop cargo facilities at Cancún Airport, which are currently being operated by our subsidiary Caribbean Logistics, S.A. de C.V. (previously Asur Carga, S.A. de C.V.).
Mérida International Airport
Mérida International Airport (the “Mérida Airport”) serves the inland city of Mérida, which has a population of 996,761, and surrounding areas in the state of Yucatán. Mérida Airport ranked second among our Mexican airports in 2025 in terms of passenger traffic. The substantial majority of this airport’s passengers are domestic. The airport’s primary point of origin and destination is Mexico City. In 2025, approximately 3.9 million passengers traveled through Mérida Airport.
Mérida Airport attracts a mix of both business travelers and tourists. The city of Mérida is an established urban area with numerous small and medium-sized businesses. The city is approximately 120 kilometers (75 miles) by highway from Chichen Itza and approximately 80 kilometers (50 miles) from Uxmal, pre-Columbian archeological sites that attract a significant number of tourists.
The airport has two perpendicular runways, one with a length of 3,200 meters (2.0 miles) and another with a length of 2,300 meters (1.4 miles). The airport has one terminal and one general aviation building, with seven gates accessible by passenger walkways and six boarding positions without walkways.
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In 2023, 2024 and 2025, 26,027, 26,201 and 25,439 metric tons of cargo, respectively, were transported through Mérida Airport, making it our second airport in terms of cargo volume. In 2023, 2024 and 2025, Mérida represented 34.7%, 35.8% and 35.4%, respectively, of our total cargo volume.
There are currently 52 commercial spaces operating at Mérida Airport. One business is operated by Grupo de Desarrollo del Sureste, S.A. de C.V. (“GDS”) pursuant to a long-term lease contract that terminated on January 1, 2009. This lease allowed GDS to construct and develop the airport’s air cargo terminal. Because GDS continued operating the business notwithstanding the termination of the lease, we initiated legal proceedings to have them evicted. A final judgment was issued in February 2017, terminating the lease agreement and ordering the return of 80,000 leased square meters to us. In December 2017, an area of 78,000 square meters was judicially delivered to us, and in May 2018, we recovered full possession of the building leased to customs agents.
On December 15, 2020, we filed a petition before the District Court of Mérida regarding the failure by GDS to voluntary deliver the remaining property. On January 14, 2021, the District Court of Mérida published an opinion stating that the remaining property had not been delivered to us, and therefore we petitioned the Ninth Civil Court of Mexico City to order the forced delivery of the remaining property. On March 4, 2026, we recovered full possession of the remaining 14,000 square meters that were in the possession of GDS.
In addition to the business formerly operated by GDS, we opened a retail store in the terminal in August 2007 and a car rental company was opened in October 2009. Our concession provides us the right to collect landing charges and parking charges for aircraft using the cargo terminal.
Cozumel International Airport
Cozumel International Airport (the “Cozumel Airport”) is located on the island of Cozumel in the state of Quintana Roo. The airport primarily serves foreign tourists. During 2025, 646,606 passengers traveled through Cozumel International Airport, most of which were international passengers. Cozumel is the most frequently visited destination for cruise ships in Mexico, hosting approximately 4.1 million, 4.6 million and 4.7 million cruise ship visitors in 2023, 2024 and 2025, respectively. Cozumel has one of the world’s largest coral reserves, and many passengers traveling to Cozumel are divers. The airport’s most important points of origin and destination are Mexico City, Dallas and Houston. The island of Cozumel has a population of 114,676.
The airport has a commercial runway with a length of 2,700 meters (1.7 miles). The airport has one main commercial terminal with six boarding positions and a total area of 12,726 square meters (approximately 136.98 thousand square feet). The airport also has a general aviation building for small private aircraft. There are currently 29 commercial spaces operating at Cozumel Airport.
Villahermosa International Airport
Villahermosa International Airport (the “Villahermosa Airport”) is located in the state of Tabasco, approximately 75 kilometers (46.9 miles) from Palenque, a Mayan archeological site. The city of Villahermosa has a population of 1,262,730. Oil exploration is the principal business activity in the Villahermosa area, and most of the airport’s passengers are businesspeople working in the oil industry. During 2025, the airport served approximately 1.4 million passengers, substantially all of which arrived on domestic flights. The airport’s most important points of origin and destination are Mexico City and Monterrey.
As a result of a modernization project carried out in 2006, the airport’s commercial aviation apron was extended by a total of 12,521 square meters (approximately 134.6 thousand square feet), representing an increase of 87.0%. The terminal building was expanded from 5,463 square meters (approximately 58.7 thousand square feet) to 9,584 square meters (approximately 103.2 thousand square feet), representing an increase of 77.0%. There are currently 24 commercial spaces operating at Villahermosa Airport.
The airport has one runway with a length of 2,200 meters (1.4 miles), which was repaired in 2020. The airport’s terminal has eight contact positions, including four with telescopic corridors for the direct boarding and deplaning of passengers between the aircraft and the terminal building.
In February 2014, the Palenque International Airport opened in the city of Palenque, 46.9 miles from Villahermosa. We do not believe the Palenque International Airport has had an impact on passenger traffic at Villahermosa Airport and we estimate that any impact that may be experienced in the future would not be significant.
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Oaxaca International Airport
Oaxaca International Airport (the “Oaxaca Airport”) serves the city of Oaxaca, which is the capital of the state of Oaxaca. The city of Oaxaca, located 390 kilometers (243.8 miles) from the Pacific coast, has a population of 464,283. The airport served 1.9 million passengers in 2025, most of which were domestic. The airport’s passengers are primarily Mexican business people and tourists; thus, its passenger volume and results of operations are dependent on Mexican economic conditions. Oaxaca is a picturesque colonial city located near several tourist attractions, including the archeological ruins of Monte Alban and Mitla. The airport’s most important point of origin and destination is Mexico City and Tijuana.
The airport has one runway with a length of 2,450 meters (1.5 miles) and a terminal building with nine contact positions. The airport also includes a general aviation building for small private airplanes with 38 positions and two additional positions for helicopters. There are currently 23 commercial spaces operating at Oaxaca Airport.
Veracruz International Airport
Veracruz International Airport (the “Veracruz Airport”) is located in the city of Veracruz along the Gulf of Mexico. The city of Veracruz has a population of 760,952. Veracruz is one of the busiest ports in Mexico, accounting for 15.7% of all commercial traffic in Mexican ports, according to the Mexican Bureau of Ports, Veracruz accounted for 12.1% of all waterborne cargo handled by Mexican ports in 2025, being one of the main ports that concentrates the largest cargo movement in the country. In 2025, the airport served approximately 1.9 million passengers. Because the airport’s passengers are primarily Mexican business people, its passenger volume and results of operations are dependent on Mexican economic conditions. The airport’s most important points of origin and destination are Mexico City, Guadalajara, Monterrey and Cancún.
The original 4,065 square meters (43,700 square feet) of the terminal building at the airport were remodeled in 2005, and an extension of 2,000 square meters (21,500 square feet) was added, representing an increase of 49.0%. In addition, special collapsible jetways were built to protect passengers during boarding and disembarking, along with a new international baggage claim facility and bigger, newer offices and facilities for federal authorities. There are currently 31 commercial spaces operating at Veracruz Airport.
At the end of 2015, we concluded an extensive remodeling and expansion project in the terminal building at the Veracruz Airport, as foreseen in our Master Development Program in Mexico. In response to increased passenger numbers and with the aim of maintaining service standards, the surface area of the terminal building was expanded by 174% to over 17,500 square meters, with the installation of four new boarding gates with passenger boarding bridges, for a total of 12 gates. The expansion project has created increased capacity in baggage-screening facilities, queuing areas and counters for check-in, security filters, boarding lounges, luggage-reclaim areas, and public car parking, among other functional areas of the terminal-building complex. The new design of the terminal building also improves the separation of domestic and international passenger flows.
The airport has one perpendicular runway with a length of 2,400 meters (1.5 miles). The airport has one main commercial terminal. The airport also has a general aviation building for small private aircraft with 20 positions and seven additional positions for helicopters.
Huatulco International Airport
Huatulco International Airport (the “Huatulco Airport”) serves the Huatulco resort area in the state of Oaxaca on Mexico’s Pacific coast. Huatulco has a population of 46,823, and was first developed as a tourist resort in the late 1980s. The airport served 801,803 passengers in 2025, most of which were domestic. The substantial majority of the airport’s passengers are international tourists, although the majority arrive through domestic flights and are classified as domestic passengers because of their connection in Mexico City. The airport’s most important point of origin and destination is Mexico City.
The airport has one runway with a length of 3,000 meters (1.9 miles). It was extended from a previous length of 2,700 meters (1.7 miles). The airport’s terminal has eight positions for commercial aircraft. The airport has a general aviation building with 17 positions for small private airplanes and one position for helicopters. There are currently 24 commercial spaces operating at Huatulco Airport.
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Tapachula International Airport
Tapachula International Airport (the “Tapachula Airport”) serves the city of Tapachula, which has a population of 393,867 and the state of Chiapas. In 2025, the airport served 519,105 passengers, substantially all of which were domestic. The airport’s passenger volume and results of operations are dependent on Mexican economic conditions since virtually all of its passengers are domestic. The airport’s most important point of origin and destination is Mexico City.
The airport has one runway with a length of 2,000 meters (1.3 miles). The airport has one terminal with two remote boarding positions and two contact positions. The airport also has a general aviation building for small private aircraft with 12 positions and one position for helicopters. There are currently 15 commercial spaces operating at Tapachula Airport.
Minatitlán International Airport
Minatitlán International Airport (the “Minatitlán Airport”) is located near the Gulf of Mexico, 13 kilometers (8.1 miles) from the city of Coatzacoalcos in the state of Veracruz, 11 kilometers (6.9 miles) from the city of Cosoleacaque and 26 kilometers (16.2 miles) from the city of Minatitlán. The metropolitan area comprised of these three cities has a population of 522,259. In 2025, the airport served 157,913 passengers. In 2025, the airport’s passenger traffic has increased due to the development of new projects in the region, such as the Interoceanic Corridor of Tehuantepec (Corredor Interoceánico del Istmo de Tehuantepec), a trade and transit route that connects the Pacific and Atlantic Oceans through a railway system. The airport’s passengers are principally domestic business people drawn by the area’s petrochemical and agriculture businesses. Because the airport’s passengers are primarily Mexican travelers, its passenger volume and results of operations are dependent on Mexican economic conditions. The airport’s most important point of origin and destination is Mexico City.
The airport has one runway with a length of 2,100 meters (1.3 miles). The airport’s main terminal has four remote parking positions. The airport has a general aviation building for small private airplanes with 11 boarding positions and two additional positions for helicopters. There are currently 11 commercial spaces operating at Minatitlán Airport.
Principal Air Traffic Customers of our Mexican Airports
As of December 31, 2025, 8 Mexican airlines and 62 international airlines operated flights at our nine airports (including airlines operating solely on a code share basis). A code share arrangement means that airlines that do not fly their own aircraft into our airports arrange to share the passenger space in another airline’s aircraft, with both airlines booking passengers through the same code.
VivaAerobus is the Mexican airline that operates the most flights at our Mexican airports. Among foreign airlines, American Airlines and United Airlines operate the greatest number of flights to and from our Mexican airports. In 2025, American Airlines and United Airlines accounted for 10.6% and 9.1%, respectively, of our revenues.
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The following table sets forth our principal air traffic customers at our Mexican airports based on the percentage of regulated revenues they represented for the years ended December 31, 2023, 2024 and 2025:
Principal Air Traffic Customers of our Mexican Airports
Percentage of ASUR Mexico Revenues
Year ended December 31,
2023 2024 2025
Customer
Aeroenlaces Nacionales, S. A. de C. V. (VivaAerobus) 13.4 % 14.3 % 14.6 %
American Airlines, Inc. 8.5 % 10.1 % 10.6 %
Concesionaria Vuela Compañía de Aviación SAPI de CV (Volaris) 12.0 % 10.1 % 9.1 %
United Airlines, Inc. 7.5 % 8.4 % 9.1 %
Aerovías de México, S. A. de C. V. (Aeromexico) 7.8 % 7.7 % 7.7 %
Delta Air Lines Inc. 5.1 % 5.5 % 7.0 %
Southwest Airlines Co. 3.8 % 4.6 % 4.7 %
Jetblue Airways Corporation 2.9 % 3.4 % 3.6 %
Westjet 2.1 % 2.7 % 3.1 %
Air Canada 2.0 % 2.4 % 2.4 %
Spirit Airlines, Inc. 3.0 % 2.5 % 2.4 %
Aerolitoral, S. A. de C. V. (Aeromexico Connect) 2.9 % 2.3 % 2.3 %
Other 29.0 % 26.0 % 23.4 %
Total 100.0 % 100.0 % 100.0 %
Seasonality
Our business is subject to seasonal fluctuations. In general, demand for air travel is typically higher during the summer months and during the winter holiday season, particularly in international markets, because there is more vacation travel during these periods. Our results of operations generally reflect this seasonality, but have also been impacted by numerous other factors that are not necessarily seasonal, including economic conditions, war or threat of war, weather, air traffic control delays and general economic conditions, as well as the other factors discussed above. As a result, our operating results for a quarterly period are not necessarily indicative of operating results for an entire year, and historical operating results are not necessarily indicative of future operating results.
Competition
Since our business is substantially dependent on international tourists, the principal competition to our Mexican airports is from competing tourist destinations. We believe that the main competitors to Cancún are vacation destinations in Mexico, such as Acapulco, Puerto Vallarta and Los Cabos, and elsewhere such as Florida, Cuba, Jamaica, the Dominican Republic and other Caribbean islands and Central American resorts. In March 2000, a new airport opened in Chichen Itza. This airport is operated by the state of Yucatán.
In addition, on May 11, 2010, the Mexican government announced the commencement of a bidding process for the construction of a new airport in the Mayan Riviera. Three companies, including ASUR, participated in the bidding process. On January 31, 2011, the COFECE issued an unfavorable decision regarding our participation in the bidding process. We disagreed with the decision and the views expressed by the COFECE and on March 11, 2011, we initiated legal proceedings to defend our right to participate in the bidding process. On May 20, 2011, we were notified by the Ministry of Infrastructure, Communications and Transportation, through the Mexican Civil Aviation Authority, that the international public bidding process was cancelled because none of the technical bids presented by the participants complied with the requirements established in the bidding documents. As a result, these legal proceedings were terminated. If a new bidding process is launched and we decide to participate, we may again be denied of such right.
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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 the Felipe Carrillo Puerto International Airport in the State of Quintana Roo. The Felipe Carrillo Puerto 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.
Additionally, in the context of the 2010 bidding process for the Felipe Carrillo Puerto International Airport, the Ministry of Infrastructure, Communications and Transportation undertook to adjust the master development plans and maximum rates for our airports within three months of the granting of a concession for such airport. We are unable to predict if, as a result of the inauguration of the Felipe Carrillo Puerto International Airport, the AFAC will undertake further revisions to our master development plans or maximum rates.
The airports in Mexico’s southeast region are operated as follows: (i) the Mexican Airport and Auxiliary Services Agency operates two airports, representing 2.09% of the total passenger traffic in the region; (ii) GAFSACOMM operates five airports, representing 4.03% of the total passenger traffic in the region; (iii) Grupo Aeroportuario de la Ciudad de México (“GACM”) operates one airport, representing 0.64% of the total passenger traffic in the region; and (iv) Grupo Aeroportuario de Chiapas (“GAC”) operates one airport, representing 3.75% of the total passenger traffic in the region.
LMM Airport
We, through Aeropuerto de Cancún, own a 60.0% interest in Aerostar, which was awarded the forty-year LMM Lease for the LMM Airport with an initial term beginning on February 27, 2013. The LMM Airport is located three miles outside of San Juan, Puerto Rico. It is the Caribbean’s largest and busiest airport, offering leisure and business travel to over 62 destinations. The LMM Airport serves the capital of San Juan and it is the primary gateway from Puerto Rico to international destinations and the mainland United States. The LMM Airport is ranked as the eighth largest medium hub facility and the thirty-ninth largest airport in the United States by the FAA based on number of enplanements, as of December 31, 2025. According to the PRPA, in 2023, 2024 and 2025, approximately 12.2 million passengers, 13.2 million passengers and 13.6 million passengers, respectively, traveled through the LMM Airport.
The LMM Airport site covers approximately 1,300 acres of land. It does not face competition from other forms of surface transportation given its island location. The largest competing airport on the island is nearly two hours away by car from San Juan. The LMM Airport is a short driving distance from the largest hotels in Puerto Rico.
The LMM Airport has an estimated capacity to handle up to 10 million enplanements annually, which is more than double its current usage. The LMM Airport is comprised of two runways and five terminals (Terminals A through E). Terminal A, which is the newest facility at the LMM Airport, opened in June 2012. Terminals B through E were constructed in various stages beginning with Terminals D and E in the late 1950s, then Terminal B in the 1980s and Terminal C in the 1990s. Terminal B was closed in November 2013 for remodeling, and we reopened the terminal during the fourth quarter of 2014. Terminal E is not currently in use and Terminal D is currently in use after renovations.
In 2017, LMM Airport opened eight commercial spaces. In 2018, eight commercial spaces were opened. In 2019, sixteen commercial spaces were opened. No commercial spaces were opened in 2020 and 2021. In 2022, 8 commercial spaces were opened. In 2023, 4 commercial spaces were opened. In 2024, 5 commercial spaces were opened. In 2025, 8 commercial spaces were opened.
Principal Air Traffic Customers of LMM Airport
As of December 31, 2025, 39 domestic and 19 international airlines were operating directly or through code-sharing arrangements, where two or more airlines share the same flight and each airline publishes and markets the flight under its own flight number, at LMM Airport. Some airlines serve both international and domestic destinations.
As of December 31, 2025, scheduled passenger air services at LMM Airport were provided by 23 airlines (together with regional affiliates and other partners).
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The following table sets forth our principal air traffic customers at LMM airport based on the percentage of Puerto Rico regulated revenues they represented for the year ended December 31, 2025.
Principal Air Traffic Customers of LMM Airport
Percentage of ASUR Puerto Rico Revenues
Year ended December 31,
2023 2024 2025
Customer
JetBlue Airways 24 % 23 % 26 %
Frontier Airlines 12 % 14 % 13 %
American Airlines 9 % 9 % 9 %
Delta Air Lines Inc. 8 % 8 % 8 %
United Airlines 7 % 7 % 8 %
Southwest Airlines 7 % 7 % 7 %
Spirit Airlines 12 % 9 % 6 %
Iberia 2 % 2 % 2 %
United Parcel Services 2 % 2 % 2 %
Copa Airlines 2 % 2 % 2 %
Avianca 1 % 2 % 2 %
Other 14 % 15 % 15 %
Total 100 % 100 % 100 %
On September 20, 2017, Hurricane Maria struck Puerto Rico, causing extensive damage to the hotel and tourist infrastructure on the island, which led to sharply reduced air passenger traffic at LMM Airport, especially during the third and fourth quarters of 2017. During the third and fourth quarters of 2017, our passenger traffic in Puerto Rico decreased 15.8% relative to the same period in 2016. Our passenger traffic in Puerto Rico also decreased 0.4% in 2018 relative to 2017. Our passenger traffic in Puerto Rico increased 12.8% in 2019 relative to 2018.
The COVID-19 outbreak began in December 2019 and caused a significant reduction in passenger traffic at LMM Airport starting in March 2020. During the second, third and fourth quarters of 2020, our passenger traffic in Puerto Rico decreased 63.0% relative to the same period in 2019. During 2025, our passenger traffic in Puerto Rico increased 3.0% relative to 2024, and increased 11.9% relative to the same period in 2023.
In 2025, passengers at LMM Airport traveling to and from the mainland United States represented 87% of total passenger traffic. The LMM Airport’s passenger segments are primarily divided among leisure, visiting friends and relatives and business.
Aerostar’s Operating Agreement
In order to participate in the bidding process for the LMM Airport, Aeropuerto de Cancún entered into a joint venture with two of Oaktree’s infrastructure funds, Highstar Capital IV, L.P. (Highstar IV) and Highstar Aerostar Prism/IV-A Holdings, L.P. (Highstar Aerostar) and created Aerostar on March 14, 2012 for the purpose of leasing, developing, operating and managing the LMM Airport pursuant to the LMM Lease, the Airport Use Agreements and the terms of the contracts related to the LMM Airport assumed by Aerostar as of February 27, 2013.
On February 22, 2013, Aeropuerto de Cancún made a U.S.$100.0 million subordinated shareholder loan to Aerostar to partially fund the cost of acquiring the concession to operate the LMM Airport. This subordinated shareholder loan is now treated as an intercompany loan as we have consolidated Aerostar’s financial results into ASUR’s financial results. In April 2021, the remaining balance on this loan was paid, including capitalized interest.
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In May 2017, Highstar Aerostar sold a 10.0% interest in Aerostar to Aeropuerto de Cancún, pursuant to a Membership Interest Purchase Agreement. As a result of this transaction, Aeropuerto de Cancún holds a 60.0% equity interest in Aerostar. In addition, Highstar Aerostar sold its remaining 40.0% interest in Aerostar to PSP Investments, pursuant to a separate Membership Interest Purchase Agreement. Following the closing of both transactions, we now hold a 60.0% equity interest in Aerostar through Aeropuerto de Cancún, and PSP Investments holds a 40.0% equity interest through AviAlliance, a wholly-owned subsidiary of PSP Investments. Starting June 1, 2017, we began to consolidate Aerostar’s financial results into ASUR’s financial results. We intend to continue operating Aerostar and the LMM Airport in a manner substantially consistent with prior operations.
Concurrently with the closing of these transactions, ASUR (through Aeropuerto de Cancún), Aerostar and PSP Investments agreed to amend and revise the Operating Agreement for Aerostar.
The Amended and Restated Operating Agreement prohibits any member from directly or indirectly selling, exchanging, transferring, pledging, assigning or otherwise disposing of its membership units to any person, with the exception of transfers (i) between investment funds where, following such transfer, the ownership interests remain under common ownership management or control or (ii) of shares of any member or any parent of such member that is publicly traded on a national or international stock exchange, whether or not the transfer occurs on such stock exchange. Restrictions on transfers include, among others, that (i) the proposed transferee must execute and deliver to the management board an instrument agreeing to be bound by the terms of the Amended and Restated Operating Agreement, (ii) each other member has been consulted as to any transferee becoming a member of Aerostar, and that (iii) the transferee (a) may not be a strategic airport competitor of ASUR, (b) is not and has not been involved in corrupt activities, (c) has not publicly stated it is insolvent, (d) is able to pay its debts as they become due, (e) has not filed for or is subject to bankruptcy and (f) the transfer otherwise complies with the Amended and Restated Operating Agreement.
As a member of Aerostar, Aeropuerto de Cancún was required to make an initial capital contribution equivalent to (x) its proportionate share of the Leasehold Fee required under the LMM Lease, minus (y) any anticipated net cash proceeds of any debt financing incurred for the purpose of paying the Leasehold Fee, multiplied by (z) its membership percentage at least two business days prior to the Closing. Our Aeropuerto de Cancún membership percentage at that time was 50.0%. Under the Amended and Restated Operating Agreement, Aeropuerto de Cancún is not required to make any additional capital contributions to Aerostar unless it is required to do so by the Amended and Restated Operating Agreement or such additional capital contributions are approved by the operating board of managers by supermajority vote. Additionally, if (i) during the terms of either the LMM Lease or the Airport Use Agreements, Aerostar requires additional financing to meet its obligations under these agreements or to ensure that it is not insolvent, and Aerostar is not able to obtain financing on terms acceptable to the managers, or (ii) Aerostar’s President and Chief Financial Officer reasonably determine that within thirty (30) days Aerostar will not have enough working capital to meet its current expenses, and the managers fail to agree by supermajority vote (a supermajority defined as a majority consisting of at least one manager designated by each member) that additional capital contributions are required, then the members are required to make such additional capital contributions, in proportion to their respective membership percentages, without the need for further action by the managers. If the managers agree or the President and CFO determine that additional capital contributions are needed, then the members must make such contribution within seven business days after the managers make the determination. To date, no additional capital contributions have been required. Aeropuerto de Cancún is not entitled to receive interest on any capital contribution made to Aerostar.
Aeropuerto de Cancún is entitled to distributions in accordance with its membership percentage, subject to the adequacy of projected cash flows after giving effect to any distribution, any capital expenditure requirements, any financial covenants contained in any financing documents or other agreements to which Aerostar is a party and the need to maintain a reasonable level of working capital for Aerostar.
Aerostar’s property, business and affairs are managed by an operating board, and certain strategic decisions are left to a member’s board.
The operating board is comprised of eight managers, which are appointed by the members in proportion to their respective membership units. Each member that holds at least a 12.5% membership interest in Aerostar (each, an “Electing Member”) will be entitled to appoint, remove and replace one manager for each 12.5% interest it holds; any managers not elected by the Electing Members will be elected by a vote of the majority of membership interests. Accordingly, our Aeropuerto de Cancún is entitled to designate four members of the board of managers and, because it has the majority of membership interests, is able to elect a fifth member. AviAlliance is entitled to elect three members of the board of managers.
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All operating and management decisions relating to Aerostar, except for major decisions, require the approval of the majority of the votes of the managers. Senior officers, including the President, Chief Financial Officer, and Chief Operating Officer, may be removed or replaced at any time and for any reason by a majority of the board of managers, which we control. Certain major decisions require the supermajority vote of the operating board. These decisions include:
● determining the amount of cash available for distributions and approving any distributions to be made to the members;
● amending in a material way the LMM Lease to operate the LMM Airport, the Airport Use Agreements governing the Signatory Airlines’ use or the LMM Airport financing documents to which Aerostar is a party;
● approving and implementing any incentive compensation, option or similar plan for officers or other employees of Aerostar;
● approving Aerostar’s annual budget or any deviations from the set budgets by more than 5.0%, and the capital expenditure budget, any single capital expenditure in the budget greater than U.S.$2.5 million and any single deviation from the capital expenditure budget in excess of the lesser of 5.0% or U.S.$500,000;
● material borrowings from third parties and material encumbrances;
● affiliate transactions;
● changing Aerostar’s corporate structure, business or business plans;
● settling any material litigation;
● sales of assets having a market value in excess of U.S.$50,000 or U.S.$500,000 in aggregate in any 12-month period;
● the determination of the contents of, and approval of, a final “strategy document” for the company’s capacity enhancement plan;
● making calls for additional capital contributions by the members;
● any transaction to merge or consolidate Aerostar with another Person, any transaction to sell, transfer, assign, convey or otherwise dispose of all or substantially all of the assets or rights of Aerostar or any transaction to purchase all or substantially all of the assets or rights of any Person by Aerostar;
● any proposal to liquidate or dissolve Aerostar or have it file for bankruptcy or initiate similar proceedings;
● raising capital rights issues; and
● commencing any legal proceedings on behalf of Aerostar against a member.
The Amended and Restated Operating Agreement provides that if there is a deadlock between the managers or the member representatives on any issue to which agreement by a supermajority of managers is required, and the deadlock is not resolved within 30 days following the giving of written notice of the existence of the deadlock by one manager to another manager, any manager may refer the deadlock to the Chief Executive Officers of ASUR or AviAlliance for resolution. If such persons are unable to resolve the deadlock within 21 days of being requested to resolve the matter, then the matter will be referred to a non-binding mediation process. Finally, if the matter is not resolved through mediation within 45 days (unless ASUR and AviAlliance agree otherwise) after a mediator is appointed, then either member can submit the dispute to final and binding arbitration.
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Our Mainland-U.S. Airports
Revenues at our mainland-U.S. airports relate to non-aeronautical services and are derived from commercial activities (namely, the leasing of space to retailers, restaurants, airlines and other commercial tenants). An airport’s revenues from commercial activities are largely dependent on passenger traffic, passengers’ level of spending, terminal design, among others. Revenues from commercial activities also depend substantially on the percentage of traffic represented by international passengers due to the revenues generated from duty-free shopping.
JFK Airport
JFK is located in Queens, New York, approximately 15 miles from downtown Manhattan, and serves as the sixth busiest airport in the U.S. with 62.6 million annual passengers and 205 nonstop destinations. It is the busiest airport in New York City and one of only six airports globally with nonstop service to all six inhabited continents, making it a key gateway to the U.S. New York City has the largest population and GDP in the U.S., is home to 45 Fortune 500 business headquarters, and attracted an estimated 64.7 million visitors in 2025.
We operate commercial spaces at two terminals at JFK: New Terminal One (“NTO”) and Terminal 8. We are the exclusive commercial developer and manager of NTO, which is currently in development and under construction, under a concession development agreement with JFK NTO LLC. Upon completion, NTO will be a 23-gate, state-of-the-art terminal with approximately 195,000 square feet of dining, retail and other concession spaces. The arrivals and departures hall and fourteen new gates are scheduled to open in 2026 and the remaining nine gates are estimated to open between 2029 and 2030. The terminal anticipates 119 subtenant units with confirmed airlines including Air France, Korean Air, KLM, Air China, Turkish Airlines and Etihad, among others.
We also operate commercial spaces at JFK Terminal 8 through JFK T8 Innovation Partners (the “JFK T8 JV”), a joint venture entity 81.4% owned by ASUR and 18.6% owned by the minority member Phoenix Infrascructure Group, under a concession agreement with American Airlines and a related Port Authority Privilege Permit. See “United States Regulatory Framework – Sources of Regulation” for additional description of the Privilege Permit. The terminal has 62 subtenant units across approximately 91,448 square feet.
In 2025, passenger traffic at Terminal 8 amounted to over 5.9 million passengers, of which 57% corresponded to international passengers and 43% to domestic.
LAX Airport
LAX is located in Los Angeles, California, approximately 15 miles from downtown Los Angeles, and serves as the fifth busiest airport in the U.S. with 76.6 million annual passengers and 162 direct destinations. It is the sole airport of scale serving the greater Los Angeles area and serves as a U.S. gateway for the Asia-Pacific region. The City of Los Angeles has the second largest population and GDP in the U.S., is home to 7 Fortune 500 business headquarters, and attracted 50.3 million visitors in 2025. We operate concessions for six terminals at LAX (Terminal 1, Terminal 2, Terminal 3, Terminal 6, Tom Bradley International Terminal, and TBIT West) under two Terminal Commercial Management agreements (“TCM”s): TCM 1 (Terminal 2, Tom Bradley International Terminal, and TBIT West) and TCM 2 (Terminal 1, Terminal 3, and Terminal 6). Our terminals feature 99 gates and 152 subtenant units across approximately 135,674 square feet. In 2025, total enplanements amounted to 24.3 million passengers, of which 44% corresponded to international passengers and 56% to domestic.
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ORD Airport
ORD is located in Chicago, Illinois, approximately 18 miles from downtown Chicago, and serves as the busiest airport in the U.S. based on aircraft traffic with 34 million annual enplanements and 280 direct destinations. It is one of two key airports serving the Chicago area, but serves three times the amount of passengers of Chicago Midway International Airport. It is one of only six airports globally with nonstop service to all six of the inhabited continents making it a key gateway to the U.S. Chicago has the third largest population in the U.S., the third largest GDP in the U.S., is home to 15 Fortune 500 business headquarters, and attracted 55 million visitors in 2025. We operate commercial spaces at Terminal 5 at ORD under a concession agreement with the Chicago Department of Aviation (“CDA”). The terminal has 23 subtenant units across 41,600 square feet. In 2025, passenger traffic amounted to 5.3 million passengers, of which 56% corresponded to international passengers and 44% to domestic.
Our Colombian Airports
Our subsidiary Airplan, of which we own 100.0% of the capital stock, holds a concession to administer, operate, develop and maintain six airports in Colombia. The overall duration of the concession depends on the revenues generated by the Colombian airports. In particular, the concession remains in effect until the date on which any of the following events occur: (i) the regulated revenues generated are equal to expected regulated revenues, provided that the concession agreement has been in force for at least 24 years or (ii) the concession agreement has been in force for at least 40 years, regardless of whether the regulated revenues generated are equal to the expected revenues. If our Colombian airports generate regulated revenues that are equal to the expected revenues before the end of the 24-year period, the concession agreement will remain in effect until the end of such period. Thus, management considers such factors in determining the final year of the concession term, which is 2032; however, in accordance with legal guidelines, the concession term may be extended until 2048 as long as the aforementioned requirements established by the grantor are met. Our Colombian airports include José María Córdova International Airport in Rionegro and Enrique Olaya Herrera Airport in Medellín, Los Garzones Airport in Montería, Antonio Roldán Betancourt Airport in Carepa, El Caraño Airport in Quibdó, and Las Brujas Airport in Corozal.
Colombia
Our Colombian airports served approximately 14.9 million passengers in 2023, approximately 16.7 million passengers in 2024 and approximately 17.3 million passengers in 2025. The increase in passenger traffic during 2025 was mainly driven by an 11.8% and 1.8% increase in international and domestic passenger traffic, respectively, see “—Our Colombian Airports.”
Aeronautical Services
General
Pursuant to Airplan’s 2008 concession agreement, the revenues from our Colombian airports are divided into two categories: regulated and non-regulated. Regulated revenues consist of revenues derived from aeronautical services. Regulated revenues are regulated by the concession agreement managed by the National Infrastructure Agency (Agencia Nacional de Infraestructura), or ANI, and are listed in certain resolutions issued by the Special Administrative Unit of Civil Aeronautics (Unidad Administrativa Especial de Aeronáutica Civil), or Aerocivil. Each aeronautical service is subject to a maximum tariff, established by Aerocivil. In addition, Aerocivil establishes the methodology and mechanisms to update and collect the tariffs. All tariffs are updated annually based on the Colombian consumer price index(Índice de Precios al Consumidor), or the IPC, and a formula set forth in Aerocivil Resolution 04530 of 2007, as amended by Resolutions 02251 of 2016 and Resolution 031 of 2019 as well as in Aeronautical Regulation No.14 (Reglamento Aeronáutico de Colombia). The tariffs on aeronautical services related to international flights, including international passenger charges, are denominated in U.S. dollars and updated annually based on the change in the U.S. consumer price index and a formula set forth in Aerocivil Resolution 04530 of 2007. Our revenues from aeronautical services are primarily derived from passenger charges for the use of terminals, takeoff, landing and aircraft movement charges, charges for boarding bridges and aircraft parking charges.
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Passenger Charges
We collect a passenger charge for each departing passenger on an aircraft. Passenger charges are established and regulated by Aerocivil pursuant to Resolution 04530 of 2007. Furthermore, Resolution 02251 of 2016, established an additional charge for connectivity for the José María Córdova Airport. The additional charge relates to the construction and operation of the Oriente tunnel and complementary road developments which connect the metropolitan area of Aburra with that airport. The connectivity charge is of COP$5,000 for domestic flights, and U.S.$ 1.5 for international flights, and is not part of the regulated revenue assigned to the concessionaire.
Pursuant to Aerocivil regulations and the concession agreement, José María Córdova, Montería and Quibdó Airports apply the same domestic passenger charge, Enrique Olaya Herrera Airport has its own domestic passenger charge and Carepa and Corozal apply the same domestic passenger charge. José María Córdova and Enrique Olaya Herrera Airports apply the same international passenger charge. International passenger charges are U.S. dollar denominated. As of January 15, 2026, the charge for international passengers was U.S.$ 52 for the José María Córdova and Enrique Olaya Herrera Airports. Colombian domestic passenger charges are Colombian peso denominated. As of January 15, 2026, the charge for Colombian domestic passengers was Ps. 118.60, Ps. 150.17, Ps. 118.60, Ps. 59.30, Ps. 118.60, and Ps. 59.30 for the José María Córdova, Enrique Olaya Herrera, Montería, Carepa, Quibdó and Corozal Airports, respectively. These amounts have been translated at the rate of COP$ 209.10 per Ps. 1.00, which corresponds to the Colombian Peso Market Exchange Rate as of January 15, 2026.
Other Charges
We collect various charges from carriers for the use of our facilities by their aircraft. For each aircraft’s departure and arrival, we collect charges based on the rates set forth in Articles 5, 6 and 7 of Resolution 04530 of 2007, issued by Aerocivil. This resolution sets forth the maximum tariffs charged to domestic and international airlines for their respective flights. We also collect aircraft parking charges based on the time an aircraft is stationed at an airport’s gate or parking position. After three hours have elapsed from the moment an aircraft enters one of our Colombian airports, we collect an hourly parking charge, equal to 5.0% of the maximum tariff established by Aerocivil, for the entire time the aircraft is on our aprons. Airlines are also subject to charges for the connection of their aircraft to our terminals through a boarding bridge. Pursuant to Airplan’s concession agreement and Aerocivil regulations, we are required to provide (without additional charge) firefighting and rescue services at our airports. However, we collect charges from carriers for performing certain activities that require firefighting services,such as the use of firefighting cars for the supply of fuel and for cleaning fuel from platforms.
Non-aeronautical Services
General
Pursuant to Airplan’s concession agreement, revenues from non-aeronautical services are not regulated. Our revenues from non-aeronautical services are derived from commercial activities, automobile parking and ground transport fees.
Commercial Activities
Within our six Colombian airports, we leased 827 commercial premises through 462 contracts with local tenants as of December 31, 2025. Our most important tenants in terms of occupied space and revenue in 2025 were Duty Free Partners Colombia S.A.S., Mera Medellin S.A.S, Aerovías del Continente Americano S.A. (Avianca), Global Lounge Colombia S.A.S., Sapia CI S.A.S., Efectimedios S.A., Jetsmart Airlines S.A.S., Lasa S.A. Sociedad de Apoyo Aeronáutico S.A., Globoshops S.A.S. and Tampa Cargo S.A, among others.
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Automobile Parking and Ground Transport
Each of our Colombian airports has public car parking facilities, which are provided either directly by us or by a third party. We provide public parking directly at Enrique Olaya Herrera Airport in Medellín, Los Garzones Airport in Montería, Antonio Roldán Betancourt Airport in Carepa, El Caraño Airport in Quibdó and the José María Córdova Airport in Rionegro. Pursuant to the concession agreement, we may charge third parties for the operation of our public parking and ground transport facilities; these charges are not regulated. We and the third party may negotiate freely on the price for the third party’s operation of the parking or ground transport facilities. For those of our airports that do assess parking fees, we or a third party charge a fee for each individual vehicle entering the airport. Although parking and ground transport services are not directly regulated, the fee charged to each individual vehicle that enters parking or ground transport facilities at our Colombian airports cannot exceed a certain limit established by city authorities. We do not charge parking fees at Corozal.
Airport Security
Pursuant to the Colombian concession agreement, Airplan is responsible for security at each of the terminals comprising the concession. Airplan is also obligated to coordinate with Aerocivil and other security authorities, including the national police, to adopt procedures and measures aimed at guaranteeing the safety of the facilities and of airport users.
Fuel
Fuel access for our Colombian airports and related vehicles and aircrafts is governed by the concession agreement. Fuel supply is a service that constitutes part of our non-regulated revenue. We are required to ensure the delivery of fuel to the aircrafts at our Colombian airports, including facilitating access between private suppliers and third parties, but we are not directly responsible for supplying the fuel. Fuel supply operations at our Colombian airports must comply with certain Colombian regulations, including Annex 6 of the International Civil Aviation Organization and Decree 1521 of 1998. Notwithstanding our role in facilitating access to fuel, we are not involved in commercial relationships among the airlines and third parties supplying the fuel. We may assign space on our airport premises to fuel suppliers in exchange for a monthly payment. Moreover, we may charge fuel suppliers a tariff on the volume of fuel provided to aircraft. We have agreements with fuel suppliers Terpel and Energizar.
In the event it is not feasible to reach an agreement with the current fuel suppliers of the corresponding airport, we may enter into an agreement with a third party that will be in charge of operating the fuel distribution system. Under such an agreement, the third-party operator makes a monthly payment to us in exchange for the space we grant it on our airport premises. The third party must also pay a tariff on the volume of fuel supplied to the aircrafts.
Aerocivil establishes safety guidelines and requirements with respect to fuel supply at our Colombian airports.
Our Colombian Airports
In 2025, our Colombian airports served a total of 17.3 million passengers, excluding passengers in transit and private aviation passengers. In 2025, José María Córdova International Airport accounted for 81.4% of our passenger traffic and 90.1% of our revenues, in each case from our Colombian airports.
José María Córdova International Airport in Rionegro and Enrique Olaya Herrera Airport in Medellín are designated as international airports under Colombian aeronautical regulations, which indicates that they are equipped to receive international flights and have customs and immigration facilities.
José María Córdova International Airport
José María Córdova International Airport is the second-busiest airport in Colombia in terms of passenger traffic. The airport is located in Rionegro, approximately 30 minutes from Medellín. Medellín has a population of approximately 2.5 million as of December 31, 2025, and is situated in a valley in the mountainous Antioquia department. The city is an urban center that is home to various businesses, museums, universities and parks. In addition, Medellín hosts an annual flower festival that attracts visitors.
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The airport’s most significant points of origin and destination are Bogotá, Cartagena, Santa Marta, Panama City, Cali, Barranquilla and Miami, among others. During 2025, approximately 14.1 million passengers traveled through José María Córdova International Airport, including 4.1 international passengers and 10.0 million domestic passengers.
The following table sets forth the number of international passengers (excluding passengers in transit and private aviation passengers) at José María Córdova International Airport by flight origin or destination.
International Passenger Traffic
Year ended December 31,
2023 2024 2025
(in thousands )
City:
Panama City 659.9 732.3 857.9
Miami 458.1 580.0 496.3
Fort Lauderdale 238.8 298.9 310.1
Madrid 216.3 265.2 287.6
Mexico City 235.4 230.7 212.1
Lima 123.6 220.7 278.9
Other 1,043.2 1,319.0 1,635.0
Total 2,975.3 3,646.8 4,077.9
The following table sets forth the number of Colombian domestic passengers (excluding passengers in transit and private aviation passengers) that traveled through José María Córdova International Airport by flight origin or destination.
Domestic Passenger Traffic
Year ended December 31,
2023 2024 2025
(in thousands)
City:
Bogotá 4,526.8 5,334.7 5,035.1
Cartagena 1,033.4 1,266.2 1,486.3
Santa Marta 513.6 758.5 891.2
Cali 883.2 756.4 701.8
Barranquilla 435.8 388.3 501.5
San Andrés 319.6 356.6 461.5
Other 1,092.1 896.9 938.4
Total 8,804.5 9,757.6 10,015.8
The airport’s facilities include spaces for cargo operations. These spaces may be operated by third parties. José María Córdova International Airport currently has one runway, with a length of 3,440 meters (2.1 miles). José María Córdova International Airport was built in 1985 and currently has two terminals (passenger and cargo terminals).
There are currently 212 businesses operating in José María Córdova International Airport.
Enrique Olaya Herrera Airport
Enrique Olaya Herrera Airport also serves the city of Medellín, and was the city’s main airport until the opening of José María Córdova International Airport in 1985. The airport is conveniently located within Medellín city limits and serves domestic flights to cities such as Bogotá, Montería and Pereira. The airport’s primary points of origin and destination are Bogotá, Quibdó, Apartadó, and Montería. In 2025, approximately 1.2 million passengers traveled through Enrique Olaya Herrera Airport.
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The following table sets forth the number of Colombian domestic passengers (excluding passengers in transit and private aviation passengers) that traveled through Enrique Olaya Herrera Airport by flight origin or destination.
Domestic Passenger Traffic
Year ended December 31,
2023 2024 2025
(in thousands)
City:
Quibdó 227.1 216.3 223.6
Bogotá 190.3 196.8 240.6
Apartadó 162.6 140.4 134.1
Montería 92.2 89.8 86.6
Bahía Solano 71.9 70.3 69.6
Pereira 90.0 66.7 70.4
Nuqui 31.2 51.4 55.1
Tolu 67.4 49.4 45.0
Other 310.1 330.7 268.6
Total 1,242.8 1,211.8 1,193.6
The airport’s facilities include spaces for cargo operations. These spaces may be operated by third parties. The airport has one runway, with a length of 1,800 meters (1.1 miles). Enrique Olaya Herrera Airport was built in 1932.
There are currently 120 businesses operating at Enrique Olaya Herrera Airport.
Los Garzones Airport
Los Garzones Airport serves the city of Montería, Colombia. The city of Montería is located in the northern region of Colombia and has a population of 574,570 as of December 31, 2025. The city is located approximately 30 miles from the Caribbean Sea and has an inland seaport connected to the Caribbean Sea by the Sinú River. During 2025, 1.4 million passengers traveled through Los Garzones Airport, including only Colombian domestic passengers. The airport’s primary points of origin and destination are Bogotá and Medellin/Rionegro. The airport serves domestic flights to cities such as Bogotá, Medellín/Rionegro and Barranquilla.
The following table sets forth the number of Colombian domestic passengers (excluding passengers in transit and private aviation passengers) that traveled through Los Garzones Airport by flight origin or destination.
Domestic Passenger Traffic
Year ended December 31,
2023 2024 2025
(in thousands)
City:
Bogotá 884.6 1,114.5 1,007.7
Medellín/Rionegro 384.9 332.5 421.9
Barranquilla 16.1 14.5 4.2
Other 2.5 2.6 0.8
Total 1,288.1 1,464.1 1,434.6
The airport’s facilities include spaces for cargo operations. These spaces may be operated by third parties. The airport has one runway, with a length of 2,298 meters (1.4 miles). Los Garzones Airport was built in 1974.
There are currently 42 businesses operating at Los Garzones Airport.
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Antonio Roldán Betancourt Airport
Antonio Roldán Betancourt Airport serves the city of Carepa, Colombia. The city of Carepa has a population of 50,952 as of December 31, 2025. During 2025, 183,409 passengers traveled through Antonio Roldán Betancourt Airport. The airport’s primary point of origin and destination is Medellín. The airport serves domestic flights to cities such as Medellín and Bogotá.
The following table sets forth the number of Colombian domestic passengers (excluding passengers in transit and private aviation passengers) that traveled through Antonio Roldán Betancourt Airport by flight origin or destination.
Domestic Passenger Traffic
Year ended December 31,
2023 2024 2025
(in thousands )
City:
Medellín 169.5 154.6 146.7
Bogotá 21.4 21.9 28.8
Quibdó 5.3 3.1 6.3
Other 8.9 1.2 1.6
Total 205.1 180.8 183.4
The airport’s facilities include spaces for cargo operations. These spaces may be operated by third parties. The airport has one runway, with a length of 1,964 meters (1.2 miles). Antonio Roldán Betancourt Airport was built in 1989.
There are currently 14 businesses operating at Antonio Roldán Betancourt Airport.
El Caraño Airport
El Caraño Airport serves the city of Quibdó, Colombia, located on the Atrato River in the western region of the country. The city of Quibdó has a population of 141,778 as of December 31, 2025. During 2025, 362,612 passengers traveled through El Caraño Airport. The airport’s primary points of origin and destination are Medellín and Bogotá. The airport serves domestic flights to cities such as Medellín and Bogotá.
The following table sets forth the number of Colombian domestic passengers (excluding passengers in transit and private aviation passengers) that traveled through El Caraño Airport by flight origin or destination.
Domestic Passenger Traffic
Year ended December 31,
2023 2024 2025
( in thousands )
City:
Medellín 238.5 230.1 235.8
Bogotá 65.3 66.9 81.8
Bahía Solano 15.4 16.0 15.5
Calí 10.8 9.0 4.0
Other 23.5 18.7 25.5
Total 353.5 340.7 362.6
The airport’s facilities include spaces for cargo operations. These spaces may be operated by third parties. The airport has one runway, with a length of 1,800 meters (1.1 miles). El Caraño Airport was built in 1957.
There are currently 66 businesses operating at El Caraño Airport.
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Las Brujas Airport
Las Brujas Airport serves the city of Corozal, Colombia. The city of Corozal has a population of 78,092 as of December 31, 2025. During 2025, 52,539 passengers traveled through Las Brujas Airport. The airport’s primary points of origin and destinations are Bogotá and Medellín. The airport serves domestic flights to cities such as Bogotá and Medellín.
The following table sets forth the number of Colombian domestic passengers (excluding passengers in transit and private aviation passengers) that traveled through Las Brujas Airport by flight origin or destination.
Domestic Passenger Traffic
Year ended December 31,
2023 2024 2025
( in thousands )
City:
Medellín 11.4 47.1 20.5
Bogotá 14.9 2.7 31.8
Other; 0.1 0 0.2
Total 26.4 49.8 52.5
The airport’s facilities include spaces for cargo operations. These spaces may be operated by third parties. The airport has one runway, with a length of 1,800 meters (1.1 miles). Las Brujas Airport was built in 1939.
There are currently 8 businesses operating at Las Brujas Airport.
Principal Air Traffic Customers of our Colombian Airports
As of December 31, 2025, 14 international and 10 Colombian airlines operated flights at our six Colombian airports.
On February 28, 2023 Viva Colombia suspended its operations due to financial distress and in June, 2023 it commenced a liquidation proceeding, which is ongoing.
Avianca is the Colombian airline that operates the most flights at our Colombian airports. Among foreign airlines, COPA and American Airlines operate the greatest number of flights to and from our Colombian airports. As of December 31, 2025, Spirit Airlines, Inc. was operating at José María Córdova International Airport and had not submitted any claim or objection regarding its outstanding receivables.
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The following table sets forth our principal air traffic customers at our Colombian airports based on the percentage of revenues they represented for the year ended December 31, 2025.
Principal Air Traffic Customers at Our Colombian Airports
Percentage of ASUR Colombian Revenues
Year ended December 31,
2023 2024 2025
Customer
Aerovías del Continente Americano (AVIANCA) 30.1 % 31.4 % 31.3 %
AeroRepública S.A. (COPA Airlines) 23.5 % 21.4 % 23.0 %
Aerovías de Integración Regional S.A. (LATAM) 9.2 % 8.6 % 5.6 %
American Airlines Inc. 5.7 % 6.0 % 5.1 %
Spirit Airlines Inc. 6.1 % 5.5 % 4.3 %
Empresa Aérea de Servicios y Facilitación Logística Integral (CLIC AIR) 3.1 % 2.8 % 2.3 %
JetBlue Airways Corporation 2.1 % 2.2 % 3.4 %
Satena 1.4 % 1.4 % 1.5 %
Fast Colombia SAS (Viva Colombia) 3.4 % 0.0 % 0.0 %
Others 15.4 % 20.7 % 23.5 %
100.0 % 100.00 % 100.00 %
(1) TACA’s routes were absorbed by Avianca on February 21, 2019.
Seasonality
Our business is subject to seasonal fluctuations. In general, demand for air travel in Colombia is typically higher during December, January and July. Our results of operations generally reflect this seasonality, but may also be impacted by other factors that are not necessarily seasonal, including economic conditions, the threat of violence or war, weather and air traffic control delays.
Competition
Our principal competition is from competing destinations in Colombia and Latin America. We believe that the main competitors to our José María Córdova International Airport in Rionegro are Bogotá and Cartagena, as well as other destinations in Latin America, such as Panama City and Lima.
MEXICAN REGULATORY FRAMEWORK
Applicable Law in Mexico
The following are the principal laws, regulations and instruments that govern our business and the operation of our Mexican airports:
● the General Law of Commercial Corporations, enacted August 4, 1934,
● the Mexican Communications Law, enacted February 19, 1940,
● the Federal Labor Law, enacted April 1, 1970,
● the Customs Law, enacted December 15, 1995,
● the Value Added Tax Law, enacted December 29, 1978,
● the Mexican Federal Duties Law, enacted December 31, 1981,
● the Federal Tax Code, enacted December 31, 1981,
● the Regulations of the Federal Tax Code, enacted April 2, 2014,
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● the Miscellaneous Resolutions issued by the tax authority, enacted December 30, 2024,
● the Mexican Civil Aviation Law, enacted May 12, 1995,
● the Social Security Law, enacted December 21, 1995,
● the Mexican Airport Law, enacted December 22, 1995,
● the Regulations to the Mexican Civil Aviation Law, enacted December 7, 1998,
● the concessions that entitle our subsidiaries to operate our nine airports, which were granted in 1998 and amended in 1999,
● the Regulations to the Mexican Airport Law, enacted February 17, 2000,
● the Mexican National Assets Law, enacted May 20, 2004,
● the Securities Market Law, enacted December 30, 2005,
● the Income Tax Law, enacted December 11, 2013, and
● the Federal Economic Competition Law, enacted May 23, 2014.
The Mexican Airport Law and the regulations to the Mexican Airport Law establish the general framework regulating the construction, operation, maintenance and development of Mexican airport facilities. The Mexican Airport Law’s stated intent is to promote the expansion, development and modernization of Mexico’s airport infrastructure by encouraging investment and competition.
Under the Mexican Airport Law, a concession granted by the Ministry of Infrastructure, Communications and Transportation is required to construct, operate, maintain or develop a public service airport in Mexico. A concession generally must be granted pursuant to a public bidding process, except for: (i) concessions granted to (a) entities considered part of “the federal public administration” as defined under Mexican law and (b) private companies whose principal stockholder may be a state or municipal government; (ii) concessions granted to operators of private airports (who have operated privately for five or more years) wishing to begin operating their facilities as public service airports; and (iii) complementary concessions granted to existing concession holders. Complementary concessions may be granted only under certain limited circumstances, such as where an existing concession holder can demonstrate, among other things, that the award of the complementary concession is necessary to satisfy passenger demand. In 1998, the Ministry of Infrastructure, Communications and Transportation granted nine concessions to operate, maintain and develop the nine principal airports in Mexico’s southeast region to our subsidiaries. Because our subsidiaries were considered entities of the federal public administration at the time the concessions were granted, the concessions were awarded without a public bidding process. Each of our concessions was amended on March 19, 1999 in order, among other things, to incorporate each airport’s maximum rates and certain other terms as part of the concession.
The Mexican National Assets Law among other items establishes regulations relating to concessions on real property held in the public domain, including the airports that we operate. The Mexican National Assets Law requires concessionaires of real property held in the public domain that are used for administrative or other non-public purposes to pay a tax. In addition, the Mexican National Assets Law establishes grounds for revocation of concessions for failure to pay this tax.
On February 17, 2000, the regulations to the Mexican Airport Law were issued. Although we believe we are currently complying with the principal requirements of the Mexican Airport Law and its regulations, we are not 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.
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On May 23, 2014, the LFCE was enacted. The LFCE grants broad powers to the 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 the 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, increases the amount of fines that may be imposed for violations of the law, including fines. The CNA’s decisions may only be challenged through indirect appeal (amparo indirecto).
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 relevant service or product. The CNA has previously determined that certain elements of the infrastructure at Mexico City International Airport may be considered essential facilities. As of the date of filing, the CNA has not made any determination that the services we render in our Mexican airports are considered an essential facility.
Amendments to the Federal Public Administration Law, the Mexican Army and Airforce Law the Mexican Airport Law and the Mexican Civil Aviation Law
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.
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.
In August 2025, the Mexican government published a decree amending the Regulations to the Mexican Airport Law, introducing several changes to enhance transparency and operational discipline at saturated declared airports. The amendments empower the AFAC to issue updated general rules for slot allocation and define specific conduct that constitutes misuse of slots. The decree also requires public disclosure of hourly capacity and assigned slots and clarifies the conditions under which slots may be exchanged or transferred among carriers.
The amendments further formalize the independence and technical autonomy of the slot coordinator (coordinadora de horarios), designated by the AFAC, and establish a coordination and slot oversight subcommittee responsible for monitoring compliance, improving punctuality and addressing disputes. Additional reporting obligations and sanction mechanisms for attributable delays are introduced, particularly at saturated airports, while the AFAC retains authority to determine saturation conditions.
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Amendment to the concession titles
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 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.
Amendments to the Mexican Federal Duties Law
On November 13, 2023, the Mexican government published a decree amending the Mexican Federal Duties Law. As a result of such amendment, the concession fee that concession holders must pay for the use of federal airports, was increased from 5.0% to 9.0% of their gross annual regulated revenues derived from such use. The amendment became effective on January 1, 2024.
Amendments to the Securities Market Law
The Securities Market Law (Ley del Mercado de Valores) was amended effective as of December 29, 2023. These amendments are primarily focused on expediting the registration of securities for new market participants, and can be summarized as follows:
● created a new legal category of issuer called “simplified issuer”, who will be subject to simplified registration processes and regulations. In this sense, simplified issuers are not subject to either the corporate legal framework nor the mandatory tender offers regulations applicable to publicly-traded companies (sociedades anónimas bursátiles). Securities by simplified issuers may only be offered to institutional and qualified investors, and simplified issuers will not fall under the supervision of the Mexican Banking and Securities Commission (Comisión Nacional Bancaria y de Valores, or “CNBV”), and neither their legal nor auditing advisors will be subject to the CNBV’s inspection and oversight powers. The registration process will be streamlined, requiring only a favorable opinion from the relevant Mexican stock exchange, and the prospectus and the offering documents of simplified issuers will not be subject to review by the CNBV;
● mandated to put in place specific regulations related to enhanced corporate practices and sustainable development, which will include provisions aimed at advancing gender equality. As of the date of this report, such regulations have not been enacted;
● lifted limitations on establishing restricted series of stock or series of stock with differentiated economic voting rights, the sole requirement being the disclosure of the relevant capital structure;
● lifted restrictions concerning the establishment of joint negotiation mechanisms (CPOs);
● lifted specific restrictions on measures aimed at limiting the acquisition of shares in public companies or takeover attempts. The new provisions are more flexible, as long as such provisions are approved by more than 80% of the outstanding shares of the company and are in compliance with the rules for mandatory tender offers; and
● granted enhanced flexibility to publicly traded companies regarding capital increases. If the shareholders meeting opts to delegate this authority to the board of directors, the board may approve capital stock increases, waive preemptive rights, and set disclosure exemptions for offerings exclusively targeting qualified and institutional investors.
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Role of the Ministry of Infrastructure, Communications and Transportation
The Ministry of Infrastructure, Communications and Transportation is the principal regulator of airports in Mexico and is authorized by the Mexican Airport Law to perform the following functions:
● grant, modify and revoke concessions for the operation of airports,
● establish air transit rules and rules regulating take-off and landing schedules through the Mexican air traffic control authority,
● take all necessary action to create an efficient, competitive and non-discriminatory market for airport-related services,
● approve any transaction or transactions that directly or indirectly may result in a change of control of a concession holder,
● approve the master development plans prepared by each concession holder every five years,
● determine each airport’s maximum rates,
● approve any agreements entered into between a concession holder and a third party providing airport or complementary services at its airport,
● establish safety regulations,
● monitor airport facilities to determine their compliance with the Mexican Airport Law, other applicable laws and the terms of the concessions, and
● impose penalties for failure to observe and perform the rules under the Mexican Airport Law, the Mexican Airport Law regulations and the concessions.
In addition, under the Mexican Organic Law of the Federal Public Administration, the Mexican Airport Law and the Mexican Civil Aviation Law, the Ministry of Infrastructure, Communications and Transportation is required to provide air traffic control, radio assistance and aeronautical communications at Mexico’s airports. The Ministry of Infrastructure, Communications and Transportation provides these services through SENEAM, the Mexican air traffic control authority, which is a division of the Ministry of Infrastructure, Communications and Transportation. Since 1978, the Mexican air traffic control authority has provided air traffic control for Mexico’s airports.
Scope of Mexican Concessions and General Obligations of Concession Holders
As authorized under the Mexican Airport Law, each of the concessions held by our subsidiaries is for an initial 50-year term from November 1, 1998. This initial term of each of our Mexican concessions may be renewed in one or more terms for up to an additional 50 years, subject to the concession holder’s acceptance of any new conditions imposed by the Ministry of Infrastructure, Communications and Transportation and to its compliance with the terms of its concession.
In order to renew a concession, the Ministry of Infrastructure, Communications and Transportation must obtain a favorable opinion from the Tax Ministry, which will analyze the profitability of each of the airports together with the costs and benefits of renewing the concession. Such analysis compares the cash revenues that may be generated from the use, benefit and exploitation of the public domain assets and services subject to the relevant concessions against the associated costs. The Tax Ministry must issue a resolution on the profitability of each airport within 30 days following receipt of all relevant information from the Ministry of Infrastructure, Communications and Transportation. If the Tax Ministry does not issue a resolution within the 30-day period, it will be deemed that the Tax Ministry issued favorable opinion. In addition, together with the profitability analysis, the Ministry of Infrastructure, Communications and Transportation shall submit a proposal for the concession fee applicable to the renewed period to the Tax Ministry.
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The Mexican concessions held by our subsidiary concession holders allow the relevant concession holder, during the term of the concession, to: (i) operate, maintain and develop its airport and carry out any necessary construction in order to render airport, complementary and commercial services as provided under the Mexican Airport Law and the Mexican Airport Law regulations; and (ii) use and develop the assets that comprise the airport that is the subject of the concession (consisting of the airport’s real estate and improvements but excluding assets used in connection with fuel supply and storage). These assets are government-owned assets, subject to the Mexican National Assets Law. Upon expiration of a concession, these assets automatically revert to the Mexican government at no charge.
Substantially all of the contracts entered into by the Mexican Airport and Auxiliary Services Agency with respect to each of our airports have been assigned to the relevant concession holder for each airport. As part of this assignment, each concession holder agreed to indemnify the Mexican Airport and Auxiliary Services Agency for any loss suffered by the Mexican Airport and Auxiliary Services Agency due to the concession holder’s breach of its obligations under an assigned agreement.
Under the Mexican Federal Duties Law, Mexican concession holders are required to pay the Mexican government a concession fee based on its gross annual regulated revenues from the use of federal airports pursuant to the terms of its concession. Until December 31, 2023, this concession fee was set at a rate of 5.0%. Effective as of January 1, 2024, the concession fee was increased to 9.0%. Our Mexican concessions provide that we may request an amendment of our maximum rates if there is a change in this concession fee.
Mexican concession holders are required to obtain a certification for the facilities pursuant to the Mexican Airport Law and its regulations, as well as applicable national and international standards.
Mexican concession holders are required to provide airport security. If public order or national security is endangered, the competent federal authorities are authorized to act to protect the safety of aircraft, passengers, cargo, mail, installations and equipment.
Each Mexican concession holder and any third party providing services at an airport is required to carry specified insurance in amounts and covering specified risks, such as damage to persons and property at the airport, in each case as specified by the Ministry of Infrastructure, Communications and Transportation. To date, the Ministry of Infrastructure, Communications and Transportation has not specified the required amounts of insurance. We cannot assure you that we will not be required to obtain additional insurance once these amounts are specified.
We and our Mexican subsidiary concession holders are jointly and severally liable to the Ministry of Infrastructure, Communications and Transportation for the performance of all obligations under the concessions held by our subsidiaries. Each of our subsidiary concession holders is responsible for the performance of the obligations set forth in its concession, including the obligations arising from third-party contracts, as well as for any damages to the Mexican government-owned assets that they use and to third-party airport users. In the event of a breach of one concession, the Ministry of Infrastructure, Communications and Transportation is authorized to revoke all of the Mexican concessions held by our subsidiaries.
The shares of a Mexican concession holder and the rights under a concession may be subject to a lien only with the approval of the Ministry of Infrastructure, Communications and Transportation. No agreement documenting liens approved by the Ministry of Infrastructure, Communications and Transportation may allow the beneficiary of a pledge to become a concession holder under any circumstances.
A Mexican concession holder may not assign any of its rights or obligations under its concession without the authorization of the Ministry of Infrastructure, Communications and Transportation. The Ministry of Infrastructure, Communications and Transportation is authorized to consent to an assignment only if the proposed assignee satisfies the requirements to be a concession holder under the Mexican Airport Law, undertakes to comply with the obligations under the relevant concession and agrees to any other conditions that the Ministry may require.
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Classification of Services Provided at Mexican Airports
The Mexican Airport Law and the Mexican Airport Law regulations classify the services that may be rendered at an airport into the following three categories:
● Airport Services. Airport services may be rendered only by the holder of a concession or a third party that has entered into an agreement with the concession holder to provide such services. These services include: —the use of airport runways, taxiways and aprons for landing, aircraft parking and departure, —the use of hangars, passenger walkways, transport buses and automobile parking facilities, —the provision of airport security services, rescue and firefighting services, ground traffic control, lighting and visual aids, —the general use of terminal space and other infrastructure by aircraft, passengers and cargo, and —the provision of access to an airport to third parties providing complementary services (as defined in the Mexican Airport Law) and third parties providing permanent ground transport services (such as taxis).
● Complementary Services. Complementary services may be rendered by an airline, by the airport operator or by a third party under agreements with airlines or the airport operator. These services include: —ramp and handling services, —passenger check-in, and —aircraft security, catering, cleaning, maintenance, repair and fuel supply and related activities that provide support to air carriers.
● Commercial Services. Commercial services involve services that are not considered essential to the operation of an airport or aircraft, and include: —the leasing of space to retailers, restaurants and banks and —advertising.
Third parties rendering airport, complementary or commercial services are required to do so pursuant to a written agreement with the relevant concession holder. All agreements relating to airport or complementary services are required to be approved by the Ministry of Infrastructure, Communications and Transportation. The Mexican Airport Law provides that the concession holder is jointly liable with these third parties for compliance with the terms of the relevant concession with respect to the services provided by such third parties. All third-party service providers of complementary services are required to be corporations incorporated under Mexican law.
Airport and complementary services are required to be provided to all users in a uniform and regular manner, without discrimination as to quality, access or price. Mexican concession holders are required to provide airport and complementary services on a priority basis to military aircraft, disaster support aircraft and aircraft experiencing emergencies. Airport and complementary services are required to be provided at no cost to military aircraft and aircraft performing national security activities.
In the event of force majeure, the Ministry of Infrastructure, Communications and Transportation may impose additional regulations governing the provision of services at airports, but only to the extent necessary to address the force majeure event. The Mexican Airport Law allows the airport administrator appointed by a concession holder to suspend the provision of airport services in the event of force majeure.
A Mexican concession holder is also required to take all necessary measures to create a competitive market for complementary services. A concession holder may not limit the number of providers of complementary services in its airport, except in instances where space, efficiency and/or safety warrant such limitation. If a concession holder denies entry to any complementary services provider, such service provider may file a complaint before the Ministry of Infrastructure, Communications and Transportation. The Ministry of Infrastructure, Communications and Transportation shall determine within 60 days of the filing of the complaint whether entry of the service provider into the airport shall be authorized.
Master Development Plans
Mexican concession holders are also required to submit to the Ministry of Infrastructure, Communications and Transportation a master development plan describing, among other things, the concession holder’s construction and maintenance plans.
Each master development plan is for a 15-year period and is required to be updated every five years and resubmitted for approval to the Ministry of Infrastructure, Communications and Transportation. Upon such approval, the master development plan is deemed to constitute a part of the relevant concession. Any major construction, renovation or expansion of an airport may only be made pursuant to a concession holder’s master development plan or upon approval by the Ministry of Infrastructure, Communications and Transportation. Information required to be presented in the master development plan includes:
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● airport growth and development expectancies,
● 15-year projections for air traffic demand (including passenger, cargo and operations),
● construction, conservation, maintenance, expansion and modernization programs for infrastructure, facilities and equipment,
● five-year detailed investment program and planned major investments for the following 10 years,
● probable sources of financing,
● descriptive airport plans, and
● environmental protection measures.
The Mexican concessions require the concession holder to engage recognized independent consultants to conduct polls among airport users with respect to current and expected quality standards, and to prepare air traffic projections and investment requirements. The concession holder must submit a draft of the master development plan to airport users for their review and comments. Further, the concession holder must submit the master development plan to the Ministry of Infrastructure, Communications and Transportation prior to the expiration of the five-year term. The Ministry of Infrastructure, Communications and Transportation may request additional information or clarification as well as seek further comments from airport users.
Changes to a master development plan and investment program require the approval of the Ministry of Infrastructure, Communications and Transportation, except for emergency repairs and minor works that do not adversely affect an airport’s operations.
In December 2023, the SICT approved each of our current updated master development plans. These plans are in effect from January 1, 2024 to December 31, 2028.
The following table sets forth our committed investments for the regulated part of our business for each Mexican airport pursuant to the terms of our current master development plans for the periods presented. Even though we have committed to invest the amounts in the table, those amounts could be lower or higher depending on the cost of each project.
Committed Investments
Committed Investments
Year ended December 31,
Airport 2024 2025 2026 2027 2028 Totals
(millions of constant Mexican pesos as of December 31,2025)(1)
Cancún 2,928.0 5,013.5 6,136.4 4,308.3 5,578.0 23,964.2
Cozumel 136.0 371.8 187.7 33.1 62.5 791.1
Huatulco 113.4 225.1 95.6 133.9 341.8 909.8
Mérida 234.4 202.5 167.0 591.5 925.0 2,120.4
Minatitlán 86.0 83.0 44.4 16.9 27.6 257.9
Oaxaca 213.8 607.4 865.6 480.7 198.7 2,366.2
Tapachula 40.7 105.4 43.1 19.1 54.3 262.6
Veracruz 132.5 164.9 73.3 27.2 82.6 480.5
Villahermosa 102.7 180.7 291.2 28.0 41.2 643.8
Total 3,987.5 6,954.3 7,904.3 5,638.7 7,311.7 31,796.5
(1)Based on the Mexican construction price index in accordance with the terms of our master development plan.
Note: As of December 31, 2025, we have Ps. 6,961.5 million (which is included in the investment commitments for this period shown above).
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The following table sets forth our committed and indicative investments for the regulated part of our business for each Mexican airport pursuant to the terms of our current master development plans for the periods presented.
Committed Investments Indicative Investments
January 1, 2024- January 1, 2029- January 1, 2034-
Airport December 31, 2028 December 31, 2033 December 31, 2038
(millions of constant Mexican pesos as of December 31,2025)(1)
Cancún 23,964.2 4,855.2 6,520.8
Cozumel 791.1 314.0 415.8
Huatulco 909.8 273.6 397.0
Mérida 2,120.4 878.2 873.0
Minatitlán 257.9 139.4 127.2
Oaxaca 2,366.2 230.7 453.8
Tapachula 262.6 240.0 171.1
Veracruz 480.5 684.4 582.6
Villahermosa 643.8 329.8 314.0
Total 31,796.5 7,945.3 9,855.3
(1)Based on the Mexican construction price index in accordance with the terms of our master development plan.
Note: As of December 31, 2025, we have invested Ps. 6,961.5 million (which is included in the investment commitments for this period shown above).
Price Regulation
The Mexican Airport Law provides that the AFAC, a decentralized body of the Ministry of Infrastructure, Communications and Transportation may establish price regulations for services for which the CNA determines that a competitive market does not exist. On March 9, 1999, the COFECE issued a ruling stating that competitive markets generally do not exist for airport services and airport access provided to third parties rendering complementary services. This ruling authorized the AFAC, a decentralized body of the Ministry of Infrastructure, Communications and Transportation to establish regulations governing the prices that may be charged for airport services and access fees that may be charged to providers of complementary services in our airports. On March 19, 1999, a new regulation, the Rate Regulation, was incorporated within the terms of each of our Mexican concessions. The Rate Regulation, which became effective May 1, 1999, establishes the annual maximum rates for each of our concession holders, which is the maximum amount of revenue per workload unit (one passenger or 100 kilograms (220 pounds) of cargo) in a given year that the concession holder may earn at its airports from all regulated revenue sources. On October 4, 2023, the AFAC decided to amend with immediate effect the terms of the tariff base regulation set forth in Exhibit 7 of ASUR’s concession titles, which was further modified on October 19, 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.”
Regulated Revenues
The Rate Regulation, as amended by the Amended Rate Regulation, establishes a “dual-till” system of price regulation under which certain of our revenues, such as Mexican passenger charges, landing charges, aircraft parking charges and access fees from third parties providing complementary services at our airports are regulated, while the revenues that we earn from commercial activities in terminals at our Mexican airports, such as the leasing of space to duty-free stores, retailers, restaurants, car rental companies and banks, are not regulated.
The Amended Rate Regulation provides that the following sources of revenues are regulated under this “dual-till” system:
● revenues from airport services (as defined under the Mexican Airport Law), other than automobile parking, and
● access fees earned from third parties providing complementary services, other than those related to the establishment of administrative quarters that the AFAC determines to be non-essential.
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Other sources of revenues at our Mexican airports are not regulated. 61.5%, 62.1% and 52.7% of our Mexican revenues in 2023, 2024 and 2025, respectively, were derived from regulated sources of revenue.
Each Mexican concession holder is entitled to determine the prices charged for each regulated service and is required to register such prices with the AFAC. Once registered, those prices are deemed part of its concession, and may only be changed every six months or earlier if there has been a cumulative increase of at least 5.0% in the Mexican producer price index (excluding petroleum) as published by the Mexican Central Bank since the date of the last adjustment and in other specific circumstances. See “Item 4. Information on the Company—Mexican Regulatory Framework—Price Regulation—Special Adjustments to Maximum Rates.”
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 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, including the discount rate or rate of return, applicable to the calculation of the Maximum Rate.
Current Maximum Rates
Each Mexican airport’s maximum rates from January 1, 2024, to December 31, 2028, were set by the AFAC, a decentralized body of the Ministry of Infrastructure, Communications and Transportation in December 2023. On October 4, 2023, the AFAC decided to amend with immediate effect the terms of the tariff base regulation set forth in Exhibit 7 of ASUR’s concession titles, which was further amended on October 19, 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.”
The following table sets forth the maximum rates for each of our Mexican airports for the periods indicated. These maximum rates are subject to adjustment only under the limited circumstances described below under “Special Adjustments to Maximum Rates.”
Maximum Rates(1)(2)
Year ended December 31,
Airport 2024 2025 2026 2027 2028
Cancún 366.41 363.48 360.58 357.69 354.82
Cozumel 469.97 466.21 462.48 458.78 455.11
Huatulco 503.42 499.39 495.40 491.43 487.50
Mérida 312.20 309.70 307.23 304.77 302.33
Minatitlán 553.72 549.30 544.90 540.53 536.21
Oaxaca 369.41 366.45 363.52 360.61 357.72
Tapachula 304.90 302.46 300.05 297.65 295.27
Veracruz 293.51 291.17 288.84 286.53 284.23
Villahermosa 329.90 327.27 324.64 322.05 319.47
(1) Expressed in adjusted Mexican pesos as of December 31, 2025 based on the Mexican producer price index (excluding petroleum).
(2) Our Mexican concessions provide that each airport’s maximum rate may be adjusted annually to take account of projected improvements in efficiency. For the five-year period ending December 31, 2028, the maximum rates applicable to our airports reflect a projected annual efficiency improvement of 0.80%.
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Methodology For Determining Future Maximum Rates
The Amended Rate Regulation provides that each Mexican airport’s annual maximum rates are to be determined in five-year intervals based on the following variables:
● Projections for the 15-year period of workload units (each of which is equivalent to one passenger or 100 kilograms (220 pounds) of cargo), operating costs and expenses (excluding amortization and depreciation) related to services subject to price regulation.
● Projections for the 15-year period of capital expenditures related to regulated services, based on air traffic forecasts and quality of standards for services to be derived from the master development plans.
● Reference values, which were established in the Mexican concessions and are designed to reflect the net present value of the regulated revenues minus the corresponding regulated operating costs and expenses (excluding amortization and depreciation), and capital expenditures related to the provision of regulated services plus a terminal value.
● A discount rate equal to the risk-free rate of return plus a risk premium, in each case to be determined pursuant to the terms of the concession titles.
Our Mexican concessions specify a discounted cash flow formula to be used to determine the maximum rates that, given the projected pre-tax earnings, capital expenditures and discount rate, would result in a net present value equal to the reference values established in connection with the last determination of maximum rates.
The following were the main changes to the calculation of the discount rate introduced in the Amended Base Regulation:
● the cost of capital metric in the discount rate formula was replaced with weighted-average cost of capital,
● the risk-free rate of return is now determined based on the five-year average yield of long-term Mexican government debt securities issued in the international markets with maturities ranging from five to 30 years (prior to the Amended Base Regulation, such rate was determined based on the 24-month average yield of long-term Mexican government debt securities with maturities falling close to the termination of the concession),
● the risk premium is now determined based on Mexico’s risk premium calculated by Aswath Damodaran for the last five years (prior to the Amended Base Regulation, such premium was determined by the AFAC based on the inherent risk of the airport business in Mexico), and
● levels and cost of debt disclosed by each airport group during the last five years are now included in the discount rate formula (previously, only cost of equity was considered).
Our Mexican concessions provide that each airport’s maximum rate may be adjusted annually to take account of projected improvements in efficiency. For the period beginning January 1, 2024 and ending December 31, 2028, the maximum rates applicable to our airports reflect a projected annual efficiency improvement of 0.80%.
The Mexican concessions provide that each Mexican airport’s reference values, discount rate and the other variables used in calculating the maximum rates are not guarantees and do not in any manner represent an undertaking by the AFAC or the Mexican government as to the performance of any concession holder. To the extent that the revenues from services subject to price regulation in any period are less than an airport’s maximum rate multiplied by the workload units processed for such period, no adjustment will be made to compensate for this shortfall.
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To the extent that such aggregate revenues per workload unit exceed the relevant maximum rate, the AFAC may proportionately reduce the maximum rate in the immediately subsequent year and assess penalties equivalent to 1,000 to 50,000 times the daily value of the Unit of Measure and Update. As of February 1, 2026, the daily value of the Unit of Measure and Update was Ps. 117.31. As a result, the maximum penalty as of such date could have been Ps. 5.9 million (U.S.$ 325,758). In the event that a Mexican concession holder fails to comply with certain terms of its concession, or violates certain other terms of its concession after having been sanctioned at least three times for violation of that concession, the Ministry of Infrastructure, Communications and Transportation is entitled to revoke its concession. We would face similar sanctions for any violations of the Mexican Airport Law or its regulations. A full discussion of circumstances that might lead to a revocation of a concession may be found below at “Penalties and Termination and Revocation of Concessions and Concession Assets.”
Currently, our calculation of workload units (one passenger or 100 kilograms (220 pounds)) of cargo does not include transit passengers. There is a possibility that in the future our workload units may include transit passengers and the AFAC will decrease our maximum rates to reflect this higher passenger base. Although there can be no assurance, we do not expect this change to occur in the short term or have a material adverse effect on our revenues if and when it happens.
Special Adjustments to Maximum Rates
Once determined, each Mexican airport’s maximum rates are subject to special adjustment only under the following circumstances:
● Change in law or natural disasters. A concession holder may request an adjustment in its maximum rates if a change in law with respect to quality standards or safety and environmental protection results in operating costs or capital expenditures that were not contemplated when its maximum rates were determined. In addition, a concession holder may also request an adjustment in its maximum rates if a natural disaster affects demand or requires unanticipated capital expenditures. There can be no assurance that any request on these grounds would be approved, or that we would make such a request.
● Macroeconomic conditions. A concession holder may also request an adjustment in its maximum rates if, as a result of a decrease of at least 5.0% in Mexican gross domestic product in a 12-month period, the workload units processed in the concession holder’s airport are less than that projected when its maximum rates were determined. To grant an adjustment under these circumstances, the AFAC must have already allowed the concession holder to decrease its projected capital improvements as a result of the decline in passenger traffic volume. There can be no assurance that any request on these grounds would be approved, or that we would make such a request.
● Increase in concession fee under Mexican Federal Duties Law. An increase in duty payable by a concession holder under the Mexican Federal Duties Law entitles the concession holder to request an adjustment in its maximum rates. There can be no assurance that any request on these grounds would be approved.
● Failure to make required investments or improvements. The AFAC annually is required to review each concession holder’s compliance with its master development plan (including the provision of services and the making of capital investments). If a concession holder fails to satisfy any of the investment commitments contained in its master development plan, the AFAC is entitled to decrease the concession holder’s maximum rates and assess penalties.
● Excess revenues. In the event that revenues subject to price regulation per workload unit in any year exceed the applicable maximum rate, the maximum rate for the following year will be decreased to compensate airport users for overpayment in the previous year. Under these circumstances, the AFAC is also entitled to assess penalties against the concession holder.
In addition, the AFAC has committed to review and adjust Cancún’s maximum rate within three months from the granting of a concession to operate the Mayan Riviera Airport to reflect changes in projected traffic levels at our airports. See “Item. 4 Information on the Company—Mexican Regulatory Framework—Master Development Plans.”
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Ownership Commitments and Restrictions
The Mexican concessions require us to retain a 51.0% direct ownership interest in each of our nine concession holders throughout the term of these concessions. Any acquisition by us or one of our concession holders of any additional Mexican airport concessions or of a beneficial interest of 30.0% or more of another concession holder requires the consent of the CNA. In addition, the Mexican concessions prohibit us and our concession holders, collectively or individually, from acquiring more than one concession for the operation of an airport along each of Mexico’s southern and northern borders.
Air carriers are prohibited under the Mexican Airport Law from controlling or beneficially owning 5.0% or more of the shares of a holder of an airport concession. We, and each of our subsidiaries, are similarly restricted from owning 5.0% or more of the shares of any air carrier.
Foreign governments acting in a sovereign capacity are prohibited from owning any direct or indirect equity interest in a holder of a Mexican airport concession.
Reporting, Information and Consent Requirements
Mexican concession holders and third parties providing services at Mexican airports are required to provide the AFAC access to all airport facilities and information relating to an airport’s construction, operation, maintenance and development. Each concession holder is obligated to maintain statistical records of operations and air traffic movements in its airport and to provide the Ministry of Infrastructure, Communications and Transportation with any information that it may request. Each concession holder is also required to publish its annual audited consolidated financial statements in a principal Mexican newspaper within the first four months of each year.
The Mexican Airport Law provides that any person or group directly or indirectly acquiring control of a concession holder is required to obtain the consent of the Ministry of Infrastructure, Communications and Transportation to such control acquisition. For purposes of this requirement, control is deemed to be acquired in the following circumstances:
● if a person acquires 35.0% or more of the shares of a concession holder,
● if a person has the ability to control the outcome of meetings of the stockholders of a concession holder,
● if a person has the ability to appoint a majority of the members of the Board of Directors of a concession holder, and
● if a person by any other means acquires control of an airport.
Under the regulations to the Mexican Airport Law, any company acquiring control of a concession holder is deemed to be jointly and severally liable with the concession holder for the performance of the terms and conditions of the concession.
The Ministry of Infrastructure, Communications and Transportation is required to be notified upon any change in a concession holder’s chief executive officer, Board of Directors or management. A concession holder is also required to notify the Ministry of Infrastructure, Communications and Transportation at least ninety days prior to the adoption of any amendment to its bylaws concerning the dissolution, corporate purpose, merger, transformation or spin-off of the concession holder.
Penalties and Termination and Revocation of Mexican Concessions and Concession Assets
The Mexican Airport Law provides that sanctions of up to 400,000 times the daily value of the Unit of Measure and Update may be assessed for failures to comply with the terms of a concession. As of February 1, 2026, the daily value of the Unit of Measure and Update was Ps. 117.31. As a result, the maximum penalty as of such date could have been Ps. 46.9 million (U.S.$ 2.6 million).
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Under the Mexican Airport Law and the terms of the Mexican concessions, a concession may be terminated upon any of the following events:
● expiration of its term, or any term extension thereof,
● surrender by the concession holder,
● revocation of the concession by the Ministry of Infrastructure, Communications and Transportation,
● reversion (rescate) of the Mexican government-owned assets that are the subject of the concession (principally real estate, improvements and other infrastructure),
● inability to achieve the purpose of the concession, except in the event of force majeure, or
● dissolution, liquidation or bankruptcy of the concession holder.
The Mexican National Assets Law, published in the Mexican Official Gazette on May 20, 2004, among other items, establishes regulations relating to concessions on real property held in the public domain, including the airports that we operate. The Mexican National Assets Law requires concessionaires of real property held in the public domain that are used for administrative or other non-public purposes to pay a tax. In addition, the Mexican National Assets Law establishes new grounds for revocation of concessions for failure to pay this tax.
A Mexican concession’s termination does not exempt the concession holder from liability in connection with the obligations acquired during the term of the concession.
Upon termination, whether as a result of expiration or revocation, the public domain assets (including real estate and fixtures) that were the subject of the concession automatically revert to the Mexican government at no cost. In addition, upon termination the Mexican federal government has a preemptive right to acquire privately-owned assets used by the concession holder to provide services under the concession at prices determined by expert appraisers appointed by the Ministry of Infrastructure, Communications and Transportation. Alternatively, the Mexican government may elect to lease these assets for up to five years at fair market rates as determined by expert appraisers appointed by the Mexican government and the concession holder. In the event of a discrepancy between appraisals, a third expert appraiser must be jointly appointed by the Mexican government and the concession holder. If the concession holder does not appoint an expert appraiser, or if such appraiser fails to determine a price, the determination of the appraiser appointed by the Mexican government will be conclusive. If the Mexican government chooses to lease the assets, it may thereafter purchase the assets at their fair market value, as determined by an expert appraiser jointly appointed by the Mexican government and the concession holder.
A Mexican concession may be revoked by the Ministry of Infrastructure, Communications and Transportation under certain conditions, including:
● the failure by a concession holder to begin operating, maintaining and developing an airport pursuant to the terms established in the concession,
● the failure by a concession holder to maintain insurance as required under the Mexican Airport Law,
● the assignment, encumbrance, transfer or sale of a concession, any of the rights thereunder or the assets underlying the concession in violation of the Mexican Airport Law,
● any alteration of the nature or the conditions of an airport’s facilities, as established in the concession title, without the authorization of the Ministry of Infrastructure, Communications and Transportation,
● consent to the use, or without the approval of air traffic control authorities, of an airport by any aircraft that does not comply with the requirements of the Mexican Civil Aviation Law, that has not been authorized by the Mexican air traffic control authority, or that is involved in the commission of a felony,
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● knowingly appointing or maintaining a chief executive officer or board member of a concession holder that is not qualified to perform his functions under the law as a result of having violated criminal laws,
● a violation of the safety regulations established in the Mexican Airport Law and other applicable laws,
● a total or partial interruption of the operation of an airport or its airport or complementary services without justified cause,
● the failure of ASUR to own at least 51.0% of the capital stock of its subsidiary concession holders,
● the failure to maintain the airport’s facilities,
● the provision of unauthorized services,
● the failure to indemnify a third party for damages caused by the provision of services by the concession holder or a third-party service provider,
● charging prices higher than those registered with the Ministry of Infrastructure, Communications and Transportation for regulated services or exceeding the applicable maximum rate,
● any act or omission that impedes the ability of other service providers or authorities to carry out their functions within the airport, or
● any other failure to comply with the Mexican Airport Law, its regulations and the terms of a concession.
The Ministry of Infrastructure, Communications and Transportation is entitled to revoke a concession without prior notice as a result of the first six events described above. In the case of other violations, a concession may be revoked as a result of a violation only if sanctions have been imposed at least three times with respect to the same violation within a period of five years.
According to the Mexican National Assets Law, Mexico’s national patrimony consists of private and government-owned assets of the Federation. The surface area of our airports and improvements on such space are considered government-owned assets. A concession concerning government-owned assets may be reverted to the Mexican government prior to the concession’s expiration, when considered necessary for the public interest. In exchange, the Mexican government is required to pay compensation, 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 basis and methodology set forth in the reversion (rescate) resolutions issued by the Ministry of Infrastructure, Communications and Transportation. Following a declaration of reversion, the assets that were subject to the concession are automatically returned to the Mexican government.
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.
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Grants of New Mexican Concessions
The Mexican government may grant new concessions to manage, operate, develop and construct airports. Such concessions may be granted through a public bidding process in which bidders must demonstrate their technical, legal, managerial and financial capabilities. The CNA has the power to ensure compliance of the criteria and conditions to be met by new bidders seeking to be awarded a concession and, under certain circumstances, to investigate and object an award after the bidding process has concluded. In addition, the government may grant concessions without a public bidding process to the following entities:
● parties who hold permits to operate civil aerodromes and intend to transform the aerodrome into an airport so long as (i) the proposed change is consistent with the national airport development programs and policies, (ii) the civil aerodrome has been in continuous operation for the previous five years and (iii) the permit holder complies with all requirements of the concession,
● current concession holders when necessary to meet increased demand so long as (i) a new airport is necessary to increase existing capacity, (ii) the operation of both airports by a single concession holder is more efficient than other options, and (iii) the concession holder complies with all requirements of the concession,
● current concession holders when it is in the public interest for their airport to be relocated,
● entities in the federal public administration, and
● commercial entities in which local or municipal governments have a majority equity interest if the entities’ corporate purpose is to manage, operate, develop and/or construct airports.
During the months of November and December of 2023, the SICT assigned 11 airport concessions for an indefinite term to GAFSACOMM, which is operated by SEDENA. Such assignments include the right to manage, operate, use and build airports in the states of Veracruz and Quintana Roo, including the Felipe Carrillo Puerto International Airport. 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. SEDENA also oversees Mexico City’s airport. For more information on the Felipe Carrillo Puerto International Airport, see “Item 3. Key Information—Risks—Risks Relating to our Business—The Mexican government could grant new concessions that compete with our airports, including Cancún International Airport” and “Item 4. Information on the Company—Business Overview—Principal Air Traffic customers of our Mexican Airports—Competition.”
Additionally, under the Mexican Airport Law for the granting of a concession title or the resolution to extend the term thereof, the Ministry of Infrastructure, Communications and Transportation shall file before the Ministry of Finance and Public Credit the following:
● a favorable opinion regarding the economic profitability of the corresponding project,
● the registry of the programs portfolio and investment projects, in terms of the Federal Law on Budget and Treasury Responsibility (Ley Federal de Presupuesto y Responsabilidad Hacendaria), in case public funds are used to finance an airport project, and
● the assessment of the considerations that the concession holder shall pay to the federal government in terms of applicable law. For purposes of this section, the Ministry of Infrastructure, Communications and Transportation shall submit a proposal of said considerations to the Ministry of Finance and Public Credit.
Environmental Matters
Our Mexican operations are subject to federal, state and municipal laws, regulations and Mexican Official Standards or NOMs relating to the protection of the environment and natural resources.
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The main Mexican federal environmental laws include, among others, the General Law of Ecological Equilibrium and Environmental Protection (Ley General del Equilibrio Ecológico y la Protección al Ambiente or the “LGEEPA”), the General Law for the Prevention and Integral Management of Wastes (Ley General para la Prevención y Gestión Integral de los Residuos or the “LGPGIR”), the General Law for Sustainable Forest Development (Ley General de Desarrollo Forestal Sustentable) and the General Law for Wildlife (Ley General de Vida Silvestre), which are administered by the Mexican Environment and Natural Resources Ministry (Secretaría de Medio Ambiente y Recursos Naturales or the “SEMARNAT”) and enforced by the Mexican Federal Environmental Protection Agency (Procuraduría Federal de Protección al Ambiente or the “PROFEPA”). In addition to the above, the Law of National Waters (Ley de Aguas Nacionales) and its Regulations are administered by the Mexican National Water Commission (Comisión Nacional del Agua or the “CONAGUA”) and enforced by both CONAGUA and PROFEPA, which has inspection and supervision powers on matters related to wastewater and the prevention of contamination of bodies of water.
The LGEEPA is a framework law that establishes the principles of Mexican environmental law as well as the various instruments of public policy designed to prevent environmental damages and to protect natural resources in the country, such as the evaluation of environmental impact, liability for environmental damage or pollution and environmental zoning plans, amongst others.
In connection with the use, storage and management of hazardous materials, the generation, handling and disposal of hazardous wastes, and soil contamination, the LGPGIR imposes the obligation to remediate soil pollution and also establishes strict joint administrative liability between property owners and parties having possession of the polluted property, or holders of a concession for the use of federal land or property, regardless of which party is responsible for such contamination. However, the polluter pays principle provides non-responsible parties a legal recourse to seek reimbursement from the polluting party in civil courts.
Pursuant to the Law of National Waters, the use of national waters is subject to obtaining a concession from CONAGUA. In addition, the discharge of wastewater into the soil or water bodies under the administration of CONAGUA is subject to obtaining a wastewater discharge permit granted by the same authority. Both activities (i.e. the use of national waters and wastewater discharges) are subject to several obligations that include complying with maximum permissible levels of contaminants in wastewater, which are set forth in NOMs or by the CONAGUA in the form of particular discharge conditions imposed in the corresponding wastewater discharge permit, as well as the payment of fees for the use of national waters and for the use of bodies of water and receiving wastewater discharges, among others. The NOMs are rules of general application that set benchmarks or technical requirements for environmental protection with respect to miscellaneous activities, including the quality of wastewater discharges and the sludge resulting from wastewater treatment.
On March 11, 2022, CONAGUA published NOM-001-SEMARNAT-2021 (“NOM-001”) in the Mexican Official Gazette, establishing the maximum permissible levels of pollutants in wastewater discharges into national receiving bodies or into the soil or subsoil. This updated standard replaced NOM-001-SEMARNAT-1996 and, except for rules in connection with maximum permissible levels of contaminants for true color and acute toxicity which will be mandatory as of March 2026, the rest of the rules set forth in NOM-001 became effective on April 3, 2023. The new standard sets forth different parameters and revised permissible limits of pollutants in wastewater discharges which may require that we continue to implement specific programs in our facilities for purposes of complying with these new parameters and limits. We have implemented measurement and control systems for residual discharges, and we are currently in compliance with the updated standard. We do not anticipate that the adjustment to NOM-001 would represent a material cost that would affect our results of operations.
On December 19, 2024, the Agreement for the Human Right to Water and Sustainability, entered into by President Sheinbaum, SEMARNAT, the Secretary of Agriculture and Rural Development and CONAGUA was published in the Official Gazette, which aims at establishing public policy and regulatory measures in collaboration with local governments and the private sector in order to improve the efficiency in the use of water in all economic activities, avoid water pollution among others. In December 2025, a decree issuing a new General Law of Waters (Ley General de Aguas or “LGA”) was published. The new LGA is aimed at regulating the human right of access to potable water for human consumption. Under the LGA the municipalities are mandated to enact new regulations requirement projects to include works for the collection and recovery of storm water.
On the other hand, the amendments to the National Waters Law aim at strengthening the governance framework for management of water resources to be consistent with the new LGA. It introduces new concepts such as “hydric responsibility” which compliance will be a requirement for obtaining new water concessions as well as the extension of existing ones. It eliminates the regime of transfer of water rights and restricts the possibility to change the use of water. The new regulations for the amended National Waters Law are expected to be published during the second semester of 2026.
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Other NOMs establish, for example, the maximum thresholds for air emissions and pollution, list and classification of hazardous wastes and provide for the protection of flora and fauna species, among many other things. PROFEPA and CONAGUA can initiate or bring administrative and criminal proceedings against companies that violate environmental laws, and they have the faculties to order the temporary or permanent shut down of non-complying facilities. Additionally, under the Federal Law of Environmental Responsibility (Ley Federal de Responsabilidad Ambiental), certain third parties, as well as civil organizations, members of affected communities, PROFEPA itself and local environmental enforcement agencies may file environmental damage claims before the district courts. This law provides for a new legal proceeding to demand the reparation of or compensation for environmental damages resulting from unlawful acts or omissions. Under this new law, we could be subject to additional liabilities and penalties.
On the other hand, the General Climate Change Law (Ley General de Cambio Climático) and its Regulations on Matters of the National Emissions Registry set forth that stationary sources that generate 25,000 tons or more of CO2 equivalent per year are required to verify and report their direct and indirect emissions of greenhouse gases to the National Emissions Registry (Registro Nacional de Emisiones). In addition, the General Climate Change Law sets forth the creation of an emissions trading system. For such purposes, a 36-month Pilot Program of the Mexican Emissions Trading System (Programa de Prueba del Sistema de Comercio de Emisiones) was put in place on January 1, 2020, and ended on December of 2022. The final operative rules of the Mexican Emissions Trading System have not been published; however, once these are published SEMARNAT will establish mandatory emission caps, in accordance to the country’s greenhouse-gas-emissions reduction targets defined by the Mexican government. We will be legally obligated to meet those caps by then, either through mitigation measures or/and by acquiring Emission Reduction Certificates in the market. However, we cannot anticipate the impact that the mandatory emissions caps and the Emissions Trading Scheme will have on our operations in Mexico.
PROFEPA runs a voluntary environmental audit program, by means of which it issued Clean Industry Certificates (Certificados de Industria Limpia) for each one of all our airports in Mexico, later named as Environmental Quality Certificates (Certificado de Calidad Ambiental). These certificates confirm compliance with applicable Mexican environmental laws and regulations and remain valid to this date, provided that the corresponding renewal processes under PROFEPA’s voluntary environmental audit program are timely completed.
On December 31, 2021, the State of Yucatán where Mérida Airport is located amended its state fiscal law (Ley General de Hacienda del Estado de Yucatán or the “GFL”) including (i) a specific tax on the emission of greenhouse gases into the atmosphere (Impuesto a la Emisión de Gases a la Atmósfera or the “Emissions Tax”), which applies to any legal entity in the State of Yucatán carrying out activities which produce gas emissions, and (ii) an additional tax on the emission of soil, subsoil and water pollutants (Impuesto a la Emisión de Contaminantes al Suelo, Subsuelo y Agua or the “Pollutants Tax”) which applies to any legal entity in the State of Yucatán carrying out activities which, directly or through intermediaries, emits polluting substances generated by industrial activities that are disposed, discharged, or injected into the soil, subsoil, or water. The Emissions Tax and the Pollutants Tax became effective on January 1, 2022, and any entities obligated thereunder are eligible to receive fiscal incentives (as established in article 47-AQ and 47-BB of the GFL) in the form of a 15% reduction in the payable Emission Tax or Pollutant Tax, as applicable, provided such entities decrease their pollutant emissions by at least 20% during the fiscal year prior to receiving the incentives.
Other states have established local taxes on the emission of greenhouse gasses (such as Colima, Mexico City, Puebla, San Luis Potosi), and it is possible that other states where we operate airports (Quintana Roo, Oaxaca, Veracruz, Tabasco and Chiapas) will impose new environmental taxes, resulting in higher operation costs that may affect our financial condition. Currently, there is a proposed amendment to the Income Law for the State of Tabasco (Ley de Hacienda de Tabasco) that seeks to introduce a tax on air emissions tax applicable to fixed sources of emissions operating within the territory of the state of Tabasco. The proposal as it stands on this date would establish a fee equivalent to 5 UMAs (Unit of Measurement and Update) per ton emitted.
Modifications to existing environmental laws and regulations or the adoption of more stringent environmental laws and regulations may result in the need for investments that are not currently provided for in our capital expenditures program and may otherwise result in a material adverse effect on our business, our operations or financial condition.
Although we do not currently expect that compliance with Mexican federal, state and municipal environmental laws and regulations, as well as new environmental taxes in the states where we carry out our operations will have a material effect on our financial condition or on the results of our operations, there can be no assurance that compliance with these changes to environmental regulations will not have a material adverse effect on our business in the future.
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UNITED STATES REGULATORY FRAMEWORK
Sources of Regulation
The following are the primary, non-exclusive laws, regulations and instruments that govern the business and operation of the LMM Airport owned by Aerostar, our joint venture with PSP Investments, as well as our commercial operations at JFK, LAX and ORD Airports:
● Federal Aviation Act of 1958, as enacted and amended and any regulations issued under it;
· Federal Aviation Administration’s Airport Investment Partnership Program, as amended;
· Part 139 Certification of Airports issued by the FAA;
· United States Department of Transportation Regulation, 49 C.F.R. Part 23
· Executive Order 13224 of September 23, 2001, Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten To Commit, or Support Terrorism
· USA PATRIOT Act (including the anti-terrorism provisions thereof),
· International Emergency Economic Powers Act, 50 U.S.C. §§ 1701, et seq.
· Trading with the Enemy Act, 50 U.S.C. App. 1 et seq.
· Title VI of the Civil Rights Act of 1964 (42 USC § 2000d et seq., 78 stat. 252)
· 49 CFR part 21
· The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, (42 USC § 4601)
· Section 504 of the Rehabilitation Act of 1973 (29 USC § 794 et seq.), as amended
· The Age Discrimination Act of 1975, as amended (42 USC § 6101 et seq.)
· Airport and Airway Improvement Act of 1982 (49 USC § 471, Section 47123), as amended
· The Civil Rights Restoration Act of 1987 (PL 100-209)
· Section 504 of the Rehabilitation Act of 1973
· Titles II and III of the Americans with Disabilities Act of 1990, implemented by U.S. Department of Transportation regulations at 49 CFR parts 37 and 38;
· The Federal Aviation Administration’s Nondiscrimination statute (49 USC § 47123) (
· Executive Order 12898, Federal Actions to Address Environmental Justice in Minority Populations and Low-Income Populations
· Executive Order 13166, Improving Access to Services for Persons with Limited English Proficiency, and resulting agency guidance
· Title IX of the Education Amendments of 1972, as amended, (20 USC 1681 et seq).
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· Airport Security Program approved by the Transportation Security Administration (“TSA”);
· Puerto Rico Public Private Partnership Act of June 8, 2009, as amended (“Act No. 29”);
· LMM Lease among Aerostar and the PRPA, dated July 24, 2012, which entitles Aerostar to lease and operate the LMM Airport for an initial term of forty (40) years from February 27, 2013;
· Airport Use Agreements dated February 27, 2013, which govern the relationship between Aerostar and the principal airlines serving the LMM Airport;
· Terminal Commercial Management Concession Agreement for Terminals 2 and Tom Bradley International Terminal (T2/TBIT) of LAX, dated March 1, 2012, between the City of Los Angeles and ASUR US Commercial Airports LLC, as amended;
· Terminal Commercial Management Concession Agreement for Terminals 1, 3 and 6 (T1/3/6) of LAX, dated June 22, 2012, between the City of Los Angeles and ASUR US Commercial Airports LLC;
· Concession Redevelopment and Management Lease Agreement dated September 1, 2011, as amended from time to time, between the City of Chicago and ASUR US Commercial Airports LLC, as amended;
· Concession Agreement effective June 10, 2022, between URW Airports JFK T1 LLC and JFK NTO LLC, governing the development and operation of retail and food and beverage concessions in the New Terminal One project;
· JFK Terminal One Lease Agreement between the Port Authority of New York and New Jersey and JFK NTO LLC, which provides the underlying framework for the New Terminal One redevelopment project and establishes JFK NTO LLC’s rights and obligations;
· Concession Agreement dated July 1, 2023, between American Airlines, Inc. and JFK T8 JV LLC, governing the development, management and operation of retail and food & beverage concessions in Terminal 8; and
· Privilege Permit dated July 1, 2024, between the Port Authority of New York and New Jersey and JFK T8 JV LLC, authorizing non-exclusive use of Port Authority property for concession operations.
The Federal Aviation Act of 1958 is an act of the U.S. Congress that created the FAA. Its purpose is to promote safe air travel and to protect lives and property of people on the ground as well as air travelers. The act gave the FAA the authority to set aviation regulations and to oversee and regulate safety in the airline industry.
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The Federal Aviation Administration’s Airport Investment Partnership Program
The FAA’s Airport Investment Partnership Program, formerly known as the Airport Privatization Program, was established as a means of generating capital for airport improvement and development. Through the program, private companies may own, manage, lease and develop public airports. The 2012 Reauthorization Act (the “2012 Act”) increased the number of airports that can participate in the program from five to ten. The 2012 Act also authorized the FAA to permit up to 10 public airport sponsors to sell or lease an airport with certain restrictions and to exempt the sponsors from certain federal requirements that could otherwise make privatization impractical. Under this program, the airport’s owners or lease holders may be exempt from repayment of federal grants, return of property acquired with federal assistance and the use of proceeds from the airport’s sale or lease to be used exclusively for the airport’s purposes. The 2012 Act also provides that a private operator may receive Airport Improvement Program and discretionary grants, collect Passenger Facility Charges and charge reasonable fees, provided that the airport demonstrates compliance with nine key statutory and regulatory conditions, including applicable Airport Improvement Program grant assurances, Passenger Facility Charges assurances, and assurances that it will not “unjustly discriminate,” that the operation of the airport will not be interrupted, that fees imposed on general aviation operators will not increase faster than fees for air carriers, and that collective bargaining agreements for airport employees will not be abrogated. The pilot program began in September 1997. The 2018 Reauthorization Act (the “2018 Act”) renamed the program the Airport Investment Partnership Program and removed the restriction on the number and type of public airports that may participate. The 2018 Act, among other things, permitted public sponsors and private operators to manage an airport jointly. As of December 31, 2025, there were two approved airports (including the LMM Airport).
FAA and Part 139 Certification
In order for Aerostar to operate the LMM Airport, it was required to have FAA approval. Aerostar submitted its final application to the FAA on September 19, 2012. The FAA rendered a record of decision on February 25, 2013, approving the LMM Lease and Aerostar as a private operator, among other matters. The application included a description of the property, the terms of the transfer, the qualifications of our joint venture as the private operator, any requests for exemptions under the 1996 FAA Reauthorization Act, the necessary air carrier approval, and a description of plans for the LMM operations, maintenance and development. The FAA issued Aerostar a Part 139 certificate on February 27, 2013. The FAA and TSA will continue to monitor the transfer of operations for the LMM Airport to Aerostar and will treat Aerostar as any other airport sponsor, subject to all federal safety and security requirements.
In addition to approval under the FAA Airport Privatization Program, Aerostar is required to hold an Airport Operating Certificate or the “Part 139 Certification” from the FAA pursuant to U.S. federal law 14 CFR Part 139. To obtain a certificate, an airport must agree to certain operational and safety standards and provide for such things as firefighting and rescue equipment. FAA Airport Certification Safety Inspectors conduct yearly inspections to ensure compliance, though the FAA is authorized to make unannounced inspections. If the FAA finds that an airport is not meeting its obligations, it may impose administrative sanctions. It can also impose financial penalties for each day the airport continues to violate a Part 139 requirement. In extreme cases, the FAA has the power to revoke the airport’s certificate or limit the areas of an airport where air carriers can land or takeoff.
Airport Security Program
Each airport operator must have an Airport Security Program approved by the TSA and is subject to regulation by the TSA. The security program at LMM was approved and must continue to be in compliance with TSA regulations and guidelines at all times during the term of Aerostar’s operation of the airport. The TSA provides direct passenger screening at LMM and will continue to do so during the length of the concession at no cost to Aerostar.
Act No. 29 authorizes all departments, agencies and instrumentalities of the government of Puerto Rico to establish public-private partnerships through partnership contracts as defined under Act No. 29. Act No. 29 sets the process for procuring Public Private Partnership projects, including the development of a Desirability & Convenience study for each prospective project and establishment of the Request for Qualifications and Request for Proposals process. It also establishes eligibility criteria for potential bidders and provides lenders the right to “step-in” upon default. Granting Aerostar the LMM Lease to operate the LMM Airport was the second project to be completed under Act No. 29. A public-private partnership is a contractual arrangement between a public sector agency and a non-government entity that allows for greater private sector participation in the development and financing of infrastructure projects and provisions of services.
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Role of the Federal Aviation Administration
The FAA is the national aviation authority of the United States. As an agency of the U.S. Department of Transportation, it has authority to regulate and oversee aspects of civil aviation in the United States. The FAA’s primary responsibilities include:
● regulating U.S. commercial air space transportation;
● regulating air navigation facilities’ and flight inspection standards;
● encouraging and developing civil aeronautics, including new aviation technology;
● issuing, suspending, or revoking pilot certificates;
● regulating civil aviation to promote safety, especially through local offices called Flight Standards District Offices;
● developing and operating a system of air traffic control and navigation for both civil and military aircraft;
● researching and developing the National Airspace System and civil aeronautics; and
● developing and carrying out programs to control aircraft noise and other environmental effects of civil aviation.
Role of the Transportation Security Administration
The TSA is an agency of the U.S. Department of Homeland Security that was created after the terrorist attacks of September 11, 2001 to strengthen the security of U.S. transportation systems. The TSA is responsible for security at U.S. airports and has deployed a federal workforce to screen all commercial airlines passengers and baggage. The TSA also regulates aviation security. The TSA employs a risk-based strategy to secure U.S. transportation systems. As of January 2026, the TSA had approximately 50,000 security officers who screened more than 2.5 million passengers each day at nearly 440 federalized airports throughout the United States.
Environmental Matters
Our business in the United States is subject to U.S. federal and state laws and regulations relating to the protection of the environment. The principal federal environmental laws include the federal Clean Air Act, governing air emissions, the federal Clean Water Act, governing wastewater and storm water discharges, the federal Resource Conservation and Recovery, governing waste management.
In Puerto Rico, our LMM Airport business is subject to various Puerto Rico laws and regulations administered by the Puerto Rico Department of Natural and Environmental Resources (“DNER”). The LMM Airport maintains several environmental permits, including an operating permit for air emissions and non-hazardous waste generator and transporter registrations issued by the Puerto Rico Environmental Quality Board (an agency that has since been merged into the DNER), a storm water permit and hazardous waste generator registration issued by the U.S. Environmental Protection Agency (“EPA”), a wastewater discharge authorization issued by the Puerto Rico Aqueduct and Sewer Authority, and a used oil storage permit issued by the local municipality.
The LMM Airport is subject to administrative consent orders issued by EPA pursuant to its corrective action authority under the Resource Conservation and Recovery Act. The consent orders require investigation and remediation of various areas of soil and groundwater contamination, primarily but not exclusively related to leaks and spills of gasoline and jet fuel from the fuel hydrant system at the LMM Airport property. Investigation and remediation of the contamination currently is underway and is expected to continue for several years. Pursuant to the LMM Lease, the Authority retains responsibility for all contamination that occurred before February 27, 2013, when Aerostar began operating the LMM Airport.
We do not expect that compliance with the applicable U.S. federal or state environmental laws and regulations will have a material effect on our financial condition or results of operations. There can be no assurance, however, that environmental laws and regulations or the enforcement thereof will not change in a manner that could require us to make additional capital contributions to Aeropuertos de Cancún or Aerostar, which could have a material adverse effect on our income derived from these entities.
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Puerto Rico Regulatory Framework
Role of the Puerto Rico Ports Authority
The PRPA is a public corporation and government instrumentality created by Law No. 125 on May 7, 1942. PRPA is the owner and prior operator of the LMM Airport. The PRPA is directed by an Executive Director and a board of directors. It has a Maritime Department and an Aviation Department. In addition to leasing the LMM Airport to Aerostar, the Aviation Department owns and currently operates the Isla Grande, Ponce, Mayaguez, Arecibo, Aguadilla, Culebra, Humacao, Ceiba and Vieques airports (the “Regional Airports”). Between 2019-2020, pursuant to Act 125-1942 and the internal procurement regulations, PRPA ran a procurement process for a seven-year Operations and Maintenance Agreement (“O&M Agreement”) to operate all Regional Airports. Due to budgetary and fiscal constraints, the O&M Agreement was ultimately not executed. Later in 2020, the Puerto Rico Public-Private Partnerships Authority (the “Authority”) commissioned a Desirability and Convenience Study (the “Study”) to explore the feasibility and market interest for private sector participation in the Regional Airports through one or more bundled PPP concessions. The Authority published a public notice on November 21, 2023 requesting comments by December 21, 2023 on the Study to gauge industry interest in the Regional Airports project.
Scope of LMM Lease and General Obligations of Aerostar
As authorized by Act No. 29, the PRPA granted Aerostar the LMM Lease for an initial term of 40 years from February 27, 2013. This initial term may be terminated earlier or extended if both the PRPA and Aerostar agree to the modification in writing, in accordance with the terms of the LMM Lease and the Airport Use Agreements.
Pursuant to the LMM Lease, Aerostar made an upfront payment to the PRPA of U.S.$615.0 million, which was funded by a combination of (i) debt financing and (ii) equity contributions by each of ASUR (through Aeropuerto de Cancún) and Oaktree Capital. During the term of the LMM Lease, Aerostar will be required to make annual revenue-sharing payments to the PRPA, fixed at U.S. $2.5 million per year for the first five years, 5.0% of gross airport revenues for the sixth through the thirtieth years and 10.0% of gross airport revenues for the thirty-first through fortieth years.
During its term, the LMM Lease allows Aerostar to: (i) operate, manage, maintain, improve, enhance, develop and rehabilitate the LMM Airport to provide general, ancillary and complementary airport services to members of the general public; and (ii) collect and retain all fees, charges and revenues in respect of the LMM Airport, its assets and contracts pertaining to the LMM Airport. The LMM Lease further provides for the PRPA to assign and transfer substantially all of the assets used exclusively at the LMM Airport to Aerostar for the term of the Lease.
In accordance with the LMM Lease, the PRPA assigned substantially all of the contracts pertaining to the LMM Airport to Aerostar. Additionally, the LMM Lease requires that Aerostar indemnify the PRPA for any losses suffered by it due to: (i) Aerostar’s breach of its obligations under the LMM Lease, (ii) any assumed debts, liabilities and obligations relating to the LMM Airport or its operations and (iii) any taxes or mortgage recording charges related to the transfer of Aerostar’s interest under the Lease.
Under the LMM Lease, Aerostar is required to comply at all times during the LMM Lease’s term, with the FAA’s Airport Investment Partnership Program. In order to be compliant, Aerostar must ensure that (i) the LMM Airport is available for public use without unjust discrimination; (ii) operations of the LMM Airport are not interrupted if Aerostar becomes insolvent; (iii) it maintains, improves and modernizes the LMM Airport through capital investments; (iv) the charges imposed on air carriers do not increase faster than the rate of inflation unless a higher amount is approved by 65.0% of the airlines serving the LMM Airport; (v) the percentage increase in fees imposed on general aviation aircrafts does not exceed the percentage increase in fees imposed on air carriers; (vi) safety and security at the LMM Airport are maintained at the highest possible level; (vii) the adverse effect of noise from LMM Airport is mitigated to the same extent as at a public airport; (viii) any adverse effects on the environment from the operations of the airport are mitigated to the same extent as at a public airport; and (ix) any collective bargaining agreement that covers employees of the LMM Airport and is in effect on the date the LMM Lease went into effect is not abrogated by the LMM Lease.
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The LMM Lease requires that Aerostar maintain insurance covering specified risks, such as employment practices liability insurance, workers’ compensation insurance, commercial general liability insurance, automobile liability insurance, risk insurance for any maintenance or repairs, professional liability insurance, risk property insurance, pollution legal liability insurance, business insurance against interruption or loss of projected revenues for at least six months from the occurrence of the risk, contractors protective liability insurance, boiler and machinery coverage or equipment breakdown coverage, and fiduciary liability insurance, in each case as specified in the Lease.
Our subsidiary Aerostar is liable to the PRPA for the performance of all obligations under the LMM Lease, including obligations arising from third-party contracts as well as any damage to the PRPA-owned assets and to third-party airport users. Therefore, ASUR is liable for any of Aerostar’s obligations under the LMM Lease.
So long as there are no events of default outstanding under the LMM Lease, Aerostar has the right to enter into one or more leasehold mortgages and assign its rights under the LMM Lease to a leasehold mortgagee. However, limitations on any leasehold mortgage include: (i) the mortgage or lien cannot affect the fee simple interest and estate of the PRPA in the LMM Airport; (ii) the PRPA cannot be liable for any payment secured by the leasehold mortgage; and (iii) the rights acquired by a leasehold mortgagee are subject to and subordinated to the terms of the LMM Lease and to all of the PRPA’s rights and the rights of the airlines. Further, Aerostar is liable at all times to the PRPA for payments of all sums due to it under the LMM Lease and for the performance of all of Aerostar’s obligations under the LMM Lease. The mortgagee cannot have greater rights or interests in than Aerostar’s and the PRPA’s in the LMM Airport. The mortgagee and the Government Development Bank for Puerto Rico must enter into a consent agreement acceptable to all the parties where consenting to the assignment of the LMM Lease to an agent in connection with the financing of the mortgage. Aerostar has granted a leasehold mortgage to Citibank, as collateral agent for Aerostar’s secured lenders, to secure the debt incurred to finance the leasehold fee, capital expenditures and certain initial projects.
Aerostar cannot transfer its interest under the LMM Lease unless: (i) the FAA and the TSA have approved the transfer and the transferee; (ii) the transferee obtains all necessary approvals and exemptions from the FAA as required pursuant to 49 U.S.A. Section 47134; (iii) the PRPA has approved the transferee and (iv) the proposed transferee enters into an agreement with the PRPA satisfactory to it where the transferee acquires the rights, assumes the obligations of Aerostar and agrees to perform and observe all obligations and covenants of Aerostar under the Lease. However, the limitations on transfers do not prohibit or limit the transfer of direct or indirect ownership interests in Aerostar by ASUR or the other equity participants or its beneficial owners to any person so long as no more than 50.0% of the ownership interests in Aerostar are transferred in a single transaction or series of related transactions.
Scope of Airport Use Agreements
As operator of the LMM Airport, and as required by the LMM Lease, Aerostar, along with the PRPA as the owner of the LMM Airport, entered into certain Airport Use Agreements with the principal airlines serving the LMM Airport, which are referred to as the “Signatory Airline” for a 15-year term beginning on February 27, 2013, although the term can be terminated earlier if the parties agree to it. If at the end of the term, new use agreements have not been approved, each of the Airport Use Agreements in effect at the time of termination would continue to be binding until new use agreements are executed. Any new use agreement shall afford to the Signatory Airlines the same rights they have under the current Airport Use Agreements with respect to the LMM Lease.
The Airport Use Agreements give the Signatory Airlines the right to conduct an airline transportation business and to perform any incidental or necessary activities to conduct their business, including using all facilities, improvements, equipment and services that are designated for common use or in connection with the LMM Airport. Aerostar must provide open access to the LMM Airport and must designate most of the airport facilities for common use by the Signatory Airlines. If for any given year of the term Aerostar wishes to reduce the common use space, it must obtain the approval of all Signatory Airlines that (i) in the aggregate, paid a majority of the fees charged to the Signatory Airlines under the Airport Use Agreement and (ii) constitute a majority of all votes cast by Signatory Airlines within 30 days of Aerostar’s request to reduce the common space. Each Airport Use Agreement allows Aerostar to assign space as both seasonal and non-seasonal exclusive use space to each of the Signatory Airlines, but such assignments will not constitute a lease.
Aerostar also agreed under the Use Agreement to engage in the Capacity Enhancement Plan, which was already completed. For a fuller description of the capital projects Aerostar will engage in to improve the facilities and premises of the LMM Airport, see “Item 4. Information on the Company—Regulatory Framework—Puerto Rican Regulatory Framework—Capacity Enhancement Plan.”
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Aerostar is required by each Airport Use Agreement to indemnify the Signatory Airlines or the PRPA for any loss arising from any injury to persons, including death, or damage to property, that results from Aerostar’s operation of the LMM Airport. However, Aerostar is not responsible for indemnifying the Signatory Airlines or the PRPA if the injury or damage is caused by negligent or willful acts of the PRPA, the Signatory Airlines or a third party that is not under contract with Aerostar.
The Airport Use Agreements entitle Aerostar to the following total annual contributions from the airlines serving the LMM Airport:
● For the first partial year of the term (i.e., the year ending December 31, 2013), U.S.$62.0 million multiplied by the number of days of the term in that year over the number of days in that year.
● For the five full years of the term, U.S.$62.0 million per year.
● For the remaining full years of the term, the total annual contribution for the prior year, adjusted for inflation based on the U.S. non-core consumer price index. For the year ended December 31, 2025, the total annual contribution was U.S.$ 76.8 million.
Additionally, the Airport Use Agreement allows Aerostar to increase the fees it charges to the Signatory Airlines for capital expenditures relating to projects that the Signatory Airlines approve and for government-mandated capital and certain operating expenditures. Increases to the fees imposed on the Signatory Airlines and payable to Aerostar in relation to these capital expenditures are subject to the specific adjustment mechanisms outlined in each of the Airport Use Agreements.
Aerostar must operate the LMM Airport in accordance with all requirements of applicable law, including the FAA’s Airport Operating Certificate, the Airport Security Program approved by the TSA and the Airport Certificate Manual. Aerostar was also required to deposit U.S.$6.0 million into an escrow account called the Puerto Rico Air Travel Promotion and Support Fund on February 27, 2013. As of December 2018, the complete $6.0 million has been distributed to Signatory Airlines in accordance with the Airport Use Agreements.
Events of Default under the Airport Use Agreement include if Aerostar (i) fails to comply with its obligations under the Airport Use Agreement; (ii) fails to comply with a work plan approved by the airlines; (iii) any portion of the airport used by the airline is subject to a levy under execution or attachment that is not vacated by a court within 60 days or (iv) admits in writing that it cannot pay its debts as they become due, makes an assignment for the benefit of creditors or files a voluntary bankruptcy.
Capital Expenditures Required under the LMM Lease and Airport Use Agreements
Aerostar was required under the LMM Lease to fund and perform certain general accelerated upgrades at its sole cost and expense. These mandated general accelerated upgrades include landscaping improvement work as specified in the LMM Lease, repair and replacement of jet bridges that do not conform to good industry practice, repair of damaged roadways and markings, curbs and walkways, replacement of deteriorating flooring throughout the interior of the terminals and buildings at the LMM Airport, installment of Wi-Fi connectivity throughout the LMM Airport terminals, installment of electric outlets for passenger use through the LMM Airport terminals, upgrade, enhancement, repair and replacement of deficient and unsafe areas of lighting, and repair and replacement of elevators, escalators and stairwells throughout the LMM Airport terminals and buildings. Aerostar completed work on the required general accelerated upgrades by December 31, 2014.
Aerostar is also required under the Airport Use Agreements to complete certain initial capital projects, such as construction of new access roads and all necessary utilities, relocation of certain terminal baggage inspection facilities, replacement of stairwells in the LMM Airport parking garage, replacement of failed pavement in taxiways, update of airline location signs on access roads and terminal entrances and repair roof leaks in all LMM Airport terminals, among others. These initial capital projects were necessary to bring the condition of the LMM Airport to a high level consistent with the Operating Standards (described below). If the aggregate cost incurred by Aerostar for performing all required initial capital projects is less than U.S.$34.0 million, the Signatory Airlines have the right to require that Aerostar expend an amount equal to the difference between the costs incurred in performing the initial capital projects and U.S.$34.0 million toward completing other capital projects approved by the Signatory Airlines without adjusting the annual contribution the Signatory Airlines must pay Aerostar under the Airport Use Agreements. As of December 31, 2025, most of these initial capital projects have been completed, and those still in process are included in the short to medium term investment plan schedule.
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In addition, Aerostar must perform any capital project that is required in order to comply with any applicable law or airport certification requirement. The Airport Use Agreements allow Aerostar to increase certain annual fees payable by the Signatory Airlines in amounts equal to the annual amortized costs of any government mandated capital projects.
All capital projects related to the operation, maintenance, construction and rehabilitation of and capital improvements to the LMM Airport must be in compliance with the standards, specifications, policies, procedures and processes outlined in the Operating Standards prepared by the PRPA and the Puerto Rico Public Private Partnerships Authority. The purpose of the Operating Standards is to provide minimum performance requirements that Aerostar must meet for the benefit of Puerto Rico, the PRPA, and the Signatory Airlines in the operation and maintenance of the LMM Airport.
Capacity Enhancement Plan
In accordance with the Airport Use Agreements, Aerostar and the Signatory Airlines agreed on a plan for the reconfiguration of the LMM Airport, also known as the Capacity Enhancement Plan, or CEP.
The CEP was a three-phase major renovation and reconfiguration project planned and designed mainly for the purpose of significantly improving the operating and passenger efficiency of the LMM Airport. The final phase was completed as of September 30, 2015.
Ownership Commitment and Restrictions
The LMM Lease allows any person who holds any shares of capital stock or any other equity interest in Aerostar to transfer its interest to any person so long as it does not constitute a “change of control” under the Lease. A “change of control” under the LMM Lease occurs if (i) there is a transfer of 50.0% or more of the direct or indirect voting or economic interests in Aerostar to another party, (ii) there is a transfer from one party to another of the power to directly or indirectly direct the management and policy of Aerostar, whether through ownership of voting securities, by contract, management agreement, or common directors, officers or trustees or otherwise or (iii) there is a merger, consolidation, amalgamation, business combination or sale of substantially all of the assets of Aerostar. If the proposed transfer would result in a change in control, then the transfer must be approved as described in this section.
In addition to the restrictions on transfers imposed by the LMM Lease, the Airport Use Agreements restrict Aerostar from transferring its interest in the LMM Airport or its rights under the LMM Lease unless the transferee is approved by the Signatory Airlines. The Signatory Airlines can withhold approval of the transferee if they reasonably determine that the transfer would be detrimental to their air transportation business at the LMM Airport. This determination must take into account one or more of the following factors: (i) the financial strength and integrity of the transferee, (ii) the experience of the transferee in operating airports and performing other projects and (iii) the background and reputation of the proposed transferee. Transfers are permitted so long as they do not constitute a “change of control,” which is defined in the same way as under the LMM Lease.
Reporting, Information and Consent Requirements
The LMM Lease requires Aerostar to notify the PRPA of all material emergencies, accidents and airfield incidents at the LMM Airport Facility. Further, in addition to reporting obligations under applicable environmental laws, Aerostar must notify the PRPA of any discharge, dumping or spilling of any reportable quantity, as defined under applicable environmental laws, of hazardous substances. Additionally, Aerostar must provide the PRPA any notice it is required to deliver to the Signatory Airlines under the Airport Use Agreements within five business days.
Aerostar is also required to provide the PRPA its unaudited financial statements for each six-month period within 60 days and its audited financial statements within 120 days after the end of each reporting year during the term. In addition, the LMM Lease grants the PRPA or any other governmental authority of competent jurisdiction audit and inspection rights with regards to Aerostar’s operation of the LMM Airport through the term of the LMM Lease.
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Similarly, the Airport Use Agreements require that Aerostar keep its books and records relating to the Airport Use Agreements and to the computation of the fees payable under it by the Signatory Airlines at the LMM Airport or in or near San Juan, Puerto Rico for at least five years from the date the books and records are created. Further, the Signatory Airlines have the right, at their own expense and subject to prior notice to Aerostar, to examine, make copies of and audit any book, record or account that relates to the computation and payment of the Signatory Airlines’ annual contributions. Aerostar is also required to provide the Signatory Airlines any accident notice or financial report it is required to provide the PRPA under the LMM Lease.
Events of Default, Termination and Revocation of the LMM Lease
Under the LMM Lease, any of the following items constitute an event of default by Aerostar:
● the failure to comply with any material obligation under the LMM Lease,
● the failure to pay amounts owed to the PRPA,
● the repeated failure to comply with the performance requirements of the Operating Standards,
● the violation of the transfer restrictions imposed by the LMM Lease,
● the inability of Aerostar to pay its debt as it becomes due, and
● the creation of a levy under execution or attachment is made against all or any material portion of the LMM Airport as a result of a mortgage or lien.
Additionally, the LMM Lease will be automatically rescinded if Aerostar or any subsidiary, alter ego, president, vice presidents, executive directors, directors or members of its Board of Directors is convicted or enters a plea of guilty in respect of any crime outlined in Act No. 458 of the Legislative Assembly of Puerto Rico, enacted on December 29, 2000, or any succeeding law. Similarly, if Aerostar is convicted of a public integrity crime other than an Act No. 458 crime, the LMM Lease will terminate as required by Act No. 237 of the Legislative Assembly of Puerto Rico, enacted August 31, 2004, or any succeeding law.
Upon the occurrence of any of the events of default described above, the PRPA has the right to do any or all of the following:
● terminate the LMM Lease, subject, in certain circumstances, to Aerostar’s right to cure the default;
● if the default consists of the Aerostar’s failure to pay amounts due, make the payment on behalf of Aerostar and to be reimbursed within three business days after written demand of reimbursement;
● cure the default and seek reimbursement for any costs associated with curing the default plus an administrative fee equal to 15.0% of the cure costs;
● seek specific performance, injunction or other equitable remedies if damages are inadequate to remedy the default in question;
● seek to recover losses arising from the default and exercise any recourse available to any party who is entitled to damages or a debt under applicable law;
● seize any of Aerostar’s goods located at the LMM Airport;
● debar or suspend Aerostar for 10 years in accordance with Act No. 29; and
● exercise any of its other rights and remedies under the LMM Lease, at law or in equity.
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New Airports Certified as Part 139 Airports
The LMM Lease entitled Aerostar to receive compensation from the PRPA if the PRPA or any other governmental authority established under the laws of Puerto Rico obtains an airport certificate under 14 CFR Part 139 that would authorize scheduled passenger commercial services at any airport located within Puerto Rico that did not have such certificate as of February 27, 2013 (i) prior February 27, 2033 at any airport located within the municipality of Ceiba or (ii) prior to February 27, 2028 at any airport located in Puerto Rico other than in the municipality of Ceiba. The compensation should restore Aerostar to the same after-tax economic position it would have enjoyed if the events described in this paragraph had not occurred. The actual amount of the compensation must be calculated in accordance with the terms of the LMM Lease.
New York Regulatory Framework
Role of the Port Authority of New York and New Jersey
The Port Authority of New York and New Jersey (the “Port Authority”) is a bi-state agency which manages transportation and trade infrastructure, including major airports, bridges, tunnels, ports, and rail systems in New York and New Jersey. The Port Authority is the underlying landlord for JFK, including for both Terminal 1 (through its lease with JFK NTO LLC, the Operator) and Terminal 8 (through its lease with American Airlines and through a separate non-exclusive Privilege Permit with the concessionaire). For Terminal 8, the Port Authority’s consent is required for the acquisition by a third party of the beneficial ownership of 30% or more of the equity or voting power of the concessionaire, and such consent cannot be unreasonably withheld, conditioned or delayed. To complete the acquisition of URW’s business, we obtained the consent of the Port Authority on October 6, 2025.
Concession Agreements
On December 11, 2025, ASUR US Commercial Airports acquired ASUR Airports LLC and assumed responsibility of its obligations under each concession agreement. ASUR Airports LLC, through its entity ASUR Airports JFK T1, and JFK NTO LLC (the “Operator”) entered into a concession agreement (the “JFK NTO Concession Agreement”) effective June 10, 2022, requiring an uncapped parent company guaranty and a minimum U.S.$10.0 million investment to activate the concessions program (approximately U.S.$6.7 million for Phase A opening in June 2026), with the Operator reimbursing up to U.S.$12.0 million in documented soft costs. The Operator leases Terminal 1 from the Port Authority under a separate lease for the terminal’s demolition, replacement, and operation.
American Airlines and JFK T8 JV entered into a concession agreement (the “JFK T8 Concession Agreement”) on July 1, 2023, requiring an uncapped parent company guaranty, a U.S.$1.0 million letter of credit to American Airlines, and a separate U.S.$3.7 million letter of credit to the Port Authority under a July 1, 2024 Privilege Permit.
The JFK NTO Concession Agreement
Financial Obligations
The development of JFK NTO is split into “Phase A” and “Phase B”. ASUR Airports JFK T1 is required to invest at least U.S.$10 million of its own funds in projects to activate the commercial concessions program at JFK T1 (the “Concessions Program”). This investment includes funds directed at leasing efforts, recruitment of sublessees and other similar costs. The investment must be allocated directly to various sublessees, including, among others, to build capacity for local businesses to participate in the Concessions Program, building awareness and future opportunities, developing a local business pipeline and making available education and training opportunities.
However, the Operator must reimburse URW Airports JFK T1 for reasonable and documented internal and third party costs arising from URW Airports JFK T1’s efforts to activate the Concessions Program up to an aggregate amount of U.S.$12.0 million. This reimbursement is for “soft costs,” which are distinct from the required U.S.$10.0 million investment in the actual activation of the Concessions Program. If any of the phase opening dates of the Concessions Program occur after the scheduled opening date of such phase, the amount of reimbursement for such “soft costs” is increased by an amount reasonably agreed by the parties.
Phase A contains the largest portion of the terminal’s commercial areas, accounting for about 67.8% of the total project’s commercial space. Phase A is scheduled to open in 2026.
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Phase B contemplates additional new gates (depending on what type of gate is constructed) with additional complementary concessions.
Change of Control
The transfer of more than 50% of the equity interest in the tenant does not require the consent of the Operator, provided that (i) 30-day prior written notice is given to the Operator, (ii) the transferee is an Eligible Contractor Assignee, and (ii) each parent company guaranty remains in effect (with the option for the transferee the provide a replacement guaranty). An Eligible Contract Assignee is a person that (a) is sufficiently financially responsible to support the obligations of ASUR Airports JFK T1 under the JFK NTO Concession Agreement, (b) has all necessary expertise to perform ASUR Airports JFK T1’s obligations, (c) is a direct assignee and assumes all obligations under the JFK T1 Concession Agreement, and (d) is not subject to certain sanctions.
The JFK T8 Concession Agreement
Investment Obligations
The JFK T8 Concession Agreement contemplates several investment obligations. Notably, it requires the JFK T8 JV to spend (or cause subtenants to spend) at least U.S.$104.0 million in capital expenditures and investment in the construction and installation of improvements during the first three years of the agreement’s term (i.e., by mid-2026). It also requires the JFK T8 JV to spend (or cause subtenants to spend) at least $21 million on “Key Money” (U.S.$2.5 million), “Concession Area Base Work” (i.e., common area improvements, retail incubator spaces and kiosks, and digital hardware and infrastructure) (U.S.$17.3 million) and “Mid-Term Reinvestments” (U.S.$1.2 million).
Change of Control
The JFK T8 Concession Agreement requires the consent of American Airlines and the Port Authority in the event of the acquisition by a third party of the beneficial ownership of 30% or more of the equity or voting power of the JFK T8 JV. Such consent cannot be unreasonably withheld, conditioned or delayed. The JFK T8 Concession Agreement only includes the following specific requirements regarding the entity acquiring control over JFK T8 JV: (i) the JFK T8 JV and its affiliates must always be in compliance with OFAC (i.e., not a person restricted from doing business with the Port Authority under the regulation of the Office of Foreign Assets Control of the US Department of the Treasury) or under other applicable law, and (ii) the cannot be a “Prohibited Person” (i.e., persons under certain US sanctions or restrictions, a list of which is provided in the Privilege Permit).
Illinois Regulatory Framework
Role of the Chicago Department of Aviation and Chicago City Council
The City of Chicago, through the Chicago Department of Aviation (“CDA”) and the Chicago City Council, oversees and manages ORD, including the approval of airport concession agreements and changes of control of concessionaires. The City of Chicago is the landlord and concession counterparty for the Terminal 5 retail and food and beverage concession at ORD. For a change of control involving the transfer of all interests in the concessionaire, City Council consent is required, with the consent request to be submitted at least 120 days before the proposed transfer. To complete the acquisition of the mainland-U.S. airports business, we obtained the consent of the City of Chicago on September 25, 2025.
Concession Agreement
On December 11, 2025, ASUR US Commercial Airports acquired ASUR Airports LLC and assumed responsibility of its obligations under each concession agreement. ASUR Airports LLC and the City of Chicago entered into a concession redevelopment and management lease agreement on September 1, 2011 for Terminal 5, which was amended on March 15, 2021 to grant certain COVID-19 pandemic relief measures. The ORD Concession Agreement does not contemplate a guarantee agreement, but requires a “security deposit” in the form of an irrevocable standby letter of credit equal to three months’ worth of the first lease year’s minimum annual guaranteed rent. On March 4, 2025, ASUR Airports LLC and the City of Chicago agreed to extend the ORD Concession Agreement for an additional five years, with the new termination date of June 8, 2039.
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Change of Control
The ORD Concession Agreement requires the consent of (i) the City Council of Chicago if all of the interests in the concession holder are transferred or (ii) the commissioner of the Chicago Department of Aviation if less than all of the interests in the concession holder are transferred (the change of control or transaction in both (i) and (ii) is considered to be a “Transfer”).
A written request for consent to the City Council of Chicago must be made at least 120 days prior to the proposed Transfer, unless the City of Chicago determines that more time is required. All reasonable costs and expenses incurred by the City of Chicago in connection with processing its consent to a proposed transfer are payable to the City of Chicago as additional rent. Further, the ORD Concession Agreement contemplates that in case of Transfer where the fees or rent payable to the tenant exceed the rent under the agreement payable by tenant to the City of Chicago, the difference is due by the tenant to the City as additional rent.
California Regulatory Framework
Role of Los Angeles World Airports (“LAWA”) and the Board of Airport Commissioners
The City of Los Angeles, through Los Angeles World Airports (“LAWA”) and the Board of Airport Commissioners, oversees and manages LAX, including the approval of airport concession agreements and changes of control of concessionaires. The City of Los Angeles is the landlord and concession counterparty for the Terminal 2, Tom Bradley International Terminal (TBIT), and Terminals 1, 3, and 6 retail and food and beverage concessions at LAX. For a change of control involving the transfer of 50% or more of the interests in the concessionaire, consent from the City of Los Angeles, acting through its Board of Airport Commissioners, is required. To complete the acquisition of the mainland-U.S. airports business, we obtained the consent of the City of Los Angeles on December 4, 2025.
Concession Agreements
On December 11, 2025, ASUR US Commercial Airports, completed the acquisition of ASUR Airports LLC and assumed responsibility of its obligations under each concession agreement. ASUR Airports LLC and the City of Los Angeles entered into two terminal commercial management concession agreements: one effective as of March 1, 2012 regarding Terminal 2 and Tom Bradley International Terminal (TBIT), and another one effective as of June 22, 2012 regarding Terminals 1, 3 and 6, which has been amended seven times (the “LAX Concession Agreements”). Each LAX Concession Agreement requires a guarantee agreement and a “faithful performance guarantee” in the form of a letter of credit equal to two months’ worth of the prior year’s minimum annual guaranteed rent (MAGR). In 2025, the parties entered into amendments to extend the LAX Concession Agreements through June 30, 2038 (with potential extension to June 30, 2040), requiring: reimagined facilities, new service and data transparency standards, Management Fee payments tied to customer satisfaction scores, pop-up and incubator tenant programs, new brands and reconcepts and mid-term refurbishment projects to be completed by January 31, 2028 ahead of the 2028 Olympic Games, with a projected investment of at least U.S.$20 million.
Change of Control
The LAX Concession Agreements require the consent of the City of Los Angeles, acting through its Board of Airport Commissioners (the “Board”) in the event of a transfer of 50% or more of the interests in the company. As a result, the City of Los Angeles’ consent was required for the acquisition. Consent requires a written request for consent to be sent to the Board, which should include (i) the proposed documentation evidencing the transfer, (ii) the name and address of the proposed transferee, (iii) the nature and character of the business of the proposed transferee, and (iv) current financial statements of the transferee, as well as those for the past three years (audited to the extent available and prepared in accordance with generally acceptable accounting principles). The LAX Concession Agreements do not provide specific requirements regarding the entity acquiring control over the company. The LAX Concession Agreements provide that in case of “Transfer” (which includes changes of control) a “transfer premium” needs to be paid by the tenant to the City of Los Angeles, in an amount equal to 20% of the consideration received by the tenant as a result of the “Transfer” over and above the amount of tenant’s rental and other payment due to the City of Los Angeles (with certain exclusions).
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Investment Obligations
The LAX Concession Agreements require capital expenditures for the refurbishment of the premises, plus the addition of various customer service improvement and reconcepting strategies.
The Company must invest no less than $20 million and, if the Company invests additional capital, and the reimagined facilities and Mid-Term Refurbishment are completed successfully on time, the LAX Concession Agreements can be extended by the City for up to two additional years (until June 30, 2040).
COLOMBIAN REGULATORY FRAMEWORK
Applicable Law in Colombia
The following are the principal laws, regulations and instruments that govern the operation of our Colombian airports:
● the concession that entitles Airplan to operate our Colombian airports, which was granted on March 13, 2008,
● Law 12 of 1947, enacted on October 23, 1947;
● Law 80 of 1993, enacted on October 28, 1993;
● Law 105 of 1993, enacted on December 30, 1993;
● Law 336 of 1996, enacted on December 20, 1996;
● Law 1150 of 2007, enacted on July 16, 2007;
● Law 1474 of 2011, enacted on July 12, 2011;
● Law 1508 of 2012, enacted on January 10, 2012;
● Law 1955 of 2019, enacted on May 25, 2019;
● Law 2294 of 2023, enacted on May 19, 2023;
● Decree 1079 of 2015, enacted on May 26, 2015; and
● decrees and resolutions governing aeronautical activity enacted by the Colombian Ministry of Transportation and Aerocivil, including the Aeronautical Regulations of Colombia (Reglamentos Aeronáuticos de Colombia), issued by the Aerocivil.
Role of the National Infrastructure Agency
The National Infrastructure Agency, or the ANI, is a government entity within the scope of the Colombian Ministry of Transportation and represents the principal institution responsible for infrastructure concessions in Colombia. The ANI was created in 2011 and assumed the duties of its predecessor agency, the National Institute of Concessions. The ANI is in charge of planning, coordinating, contracting, administering, and evaluating concession projects and other forms of public-private partnerships for the design, construction, maintenance, operation, administration, and/or exploitation of public transportation infrastructure and other social and productive public infrastructure.
In particular, the ANI is authorized by Decree 4165 of 2011 to perform the following functions, among others:
● identify, evaluate and propose concession initiatives or other forms of public services;
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● plan the procurement and execution of concession projects or other forms of public-private partnership for the design, construction, maintenance, operation, administration and/or exploitation of public infrastructure and related services identified by the Colombian government;
● define procedures for the stages of concession projects, including the planning, pre-awarding, awarding and evaluation of concession projects or other forms of public-private partnership;
● coordinate studies and surveys to define and collect information related to concession projects and other forms of public-private partnership, including studies related to tariffs, valuation and environmental matters;
● supervise the technical, legal and financial structuring of concession projects or other forms of public-private partnership in accordance with the policies established by national transportation and economic authorities;
● coordinate and manage development processes related to concession projects and other forms of public-private partnerships, including the procurement of licenses and permits and the negotiation and acquisition of properties;
● assess and monitor the concession projects and other forms of public-private partnership, as well as propose and implement measures related to risk management and mitigation;
● verify concession holders’ compliance with obligations set forth in concession agreements and in policies and guidelines from the relevant authorities; and
● coordinate with national authorities such as the National Institute of Roads and Aerocivil with respect to transportation structure of concession projects or other forms of public-private partnership.
In 2013, the ANI replaced Aerocivil as the government agency responsible for managing and enforcing the Airplan concession agreement.
Role of Aerocivil
The Special Administrative Unit of Civil Aeronautics, or Aerocivil, is a government agency of the Colombian Ministry of Transportation. Aerocivil is the principal regulator of civil aviation, the aviation industry and the Colombian airspace. Aerocivil is authorized by Law 105 of 1993 and Decree 1294 of 2021 to perform the following functions, among others:
● oversee and regulate air transport and air navigation in Colombia;
● collaborate with the Ministry of Transportation and other authorities to define policies, guidelines and general plans for civil aeronautics and air transport for the greater development of Colombia;
● monitor and review compliance with national and international policies regarding civil aviation and air transportation;
● promote and implement strategies to advance the development of services in the airport sector;
● evaluate compliance with aeronautical and air transport regulations at private airports or airports under concession;
● promote regional participation and mixed schemes in airport administration;
● establish and enforce fees and tariffs for the provision of aeronautical and airport services or those generated by concessions, authorizations, licenses or any other type of income or asset; and
● organize and operate aeronautical telecommunications.
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In 2013, Aerocivil was replaced by ANI as the authority responsible for managing and enforcing the concession agreement with Airplan.
Role of the Olaya Herrera Airport Public Authority
The Olaya Herrera Airport Public Authority (Establecimiento Público Aeropuerto Olaya Herrera, or “AOH”), is a municipal public entity that, together with Aerocivil, granted the concession to Airplan in 2008. The AOH has jurisdiction over the physical location of the Enrique Olaya Herrera Airport in Medellín. The AOH executed an administrative contract with Aerocivil in 2007 to grant the Airplan concession. The AOH managed the concession jointly with Aerocivil and, after the substitution of Aerocivil for ANI to the 2007 administrative contract, does so with ANI. Pursuant to Decree 2299 of 2001, the purpose and function of AOH is the administration and development of a property granted to the municipality of Medellín for the operation of airport facilities. In order to achieve this mandate, the AOH is legally entitled to partner with individuals and public and private legal entities.
Scope of Colombian Concession and General Obligations
On March 13, 2008, (i) Aerocivil granted Airplan a concession to perform the administration, operation, commercial development, remodeling, maintenance and modernization of José María Córdova International Airport in Rionegro, Los Garzones Airport in Montería, Antonio Roldán Betancourt Airport in Carepa, El Caraño Airport in Quibdó, and Las Brujas Airport in Corozal; and (ii) AOH granted Airplan a concession to perform the administration, operation, commercial development, remodeling, maintenance and modernization of Olaya Herrera Airport in Medellín.
The concession agreement consists of four stages:
● an initial 10-month stage known as the previous stage;
● an adaptation and modernization stage, which was intended to last five years, but was extended until all airports under the concession execute their investment plan for the development of the airports;
● a maintenance stage; and
● a reversion stage, in which the concession terminates and all real and other property under the concession reverts to the Colombian government. This property includes the assets of the project at the time the concession was granted, as well as the works and any assets incorporated into the concession by the concessionaire or those that the concessionaire has assigned to the operation, maintenance, commercial exploitation, and administration of the airport.
We completed the adaptation and modernization stage on March 6, 2020 and we are currently in the maintenance stage, which we expect to end in May 2032. The overall duration of the concession depends on the revenues generated by the Colombian airports. In particular, the concession remains in effect until the date on which any of the following events occur: (i) the regulated revenues generated are equal to expected regulated revenues, provided that the concession agreement has been in force for at least 24 years or (ii) the concession agreement has been in force for at least 40 years, regardless of whether the regulated revenues generated are equal to the expected revenues. If our Colombian airports generate regulated revenues that are equal to the expected revenues before the end of the 24-year period, the concession agreement will remain in effect until the end of such period. Thus, management considers such factors in determining the final year of the concession term, which is 2032; however, in accordance with legal guidelines, the concession term may be extended until 2048 as long as the aforementioned requirements established by the grantor are met.
The concession agreement sets forth a series of obligations, including payment of concession fees (a fixed fee that the ANI cannot modify, equal to 19.0% of regulated revenues and non-regulated revenues invoiced by the concession holder), obtaining the ANI’s express approval for large construction, renovation or expansion projects, compliance with applicable environmental legislation, refraining from providing air transport services to passengers, payment of dispute resolution costs and expenses, obtaining necessary licenses and permits required for the activities under the concession and any related requirements regarding the administration, commercial exploitation, operation, resources management, adaptation and maintenance of the airports. We may not assign the concession without prior written authorization from the AOH and ANI.
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On June 25, 2008, in accordance with the concession agreement, for the administration of the resources of the concession and the payment of the obligations in the charge of the concessionaire, Airplan was required to enter into an agreement with Fiduciaria Bancolombia. The agreement established a trust, with Fiduciaria Bancolombia as trustee, to which all gross income received and capital and debt resources obtained for the purpose of the concession are transferred. Airplan and the grantor of the concessions are both beneficiaries of the trust, and the trust allocates the income and resources in accordance with the concession agreement.
The trustee maintains, in accordance with current accounting standards, a record of each and every one of the payments and transfers that are made to third parties or to the concessionaire itself, making the appropriate charges to the trust’s accounts. The foregoing is without prejudice to the assignment of regulated revenues and non-regulated revenues to the concessionaire and not the trust. The debt and capital resources obtained by the concessionaire are recorded in the concessionaire’s own accounts and only kept for record purposes in the trust because the trust is constituted for purposes of administering such resources.
The constitution of the trust was made through the execution of an irrevocable mercantile trust and administration contract whose term is the maximum term authorized by the Colombian Commercial Code.
On March 26, 2026, Airplan entered into Addendum No. 27 (Otrosí 27) to the concession agreement with ANI and the AOH (collectively, the “Grantors”), authorizing the execution of a project (the “Immediate Interventions to Address Unexpected Demand”) at José María Córdova International Airport. The project covers a series of capacity expansion and service-level improvement works, including domestic and international check-in facilities, a departing baggage handling system, security checkpoints, remote boarding areas, new aircraft platforms and immigration facilities. The estimated capital expenditure for this project is COP 164,611 million in current pesos (equivalent to COP 65,934 million in constant January 2007 pesos).
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The addendum provides for the compensation of capital expenditures, operating expenditures, replacement expenditures, and other investments associated with the project through an increase in the Expected Regulated Revenue (Ingreso Regulado Esperado, or “IRE”) using a marginal cash flow model, for a total IRE increase of COP 167,069 million in constant January 2007 pesos. In connection therewith, the addendum nullifies and replaces the external financing mechanism previously established under Addendum No. 26, with all project compensation to be provided exclusively through the increase in IRE.
Addendum No. 27 further modifies the concession’s existing threshold framework for supplementary works by replacing references to “Initial Expected Regulated Revenues” (Ingreso Regulado Esperado Inicial) with “Projected Expected Regulated Revenues” (Ingreso Regulado Esperado Proyectado, or “IREP”), allowing new investments to be incorporated without the prior threshold operating as a structural constraint and establishing the maximum concession term of May 15, 2048 as the sole operative limit on future additions. Finally, the addendum establishes a joint working group framework between Airplan and the Grantors to analyze, prioritize and incorporate future infrastructure improvements at the other airports covered by the concession, with a view to ensuring continuity of service and addressing ongoing infrastructure needs across the airport network.
Committed Investments
Airplan and the Colombian government reached agreements between 2014 and 2016 to add investment commitments in several of the airports operated by Airplan and extend the duration of the concession agreements. While the minimum duration of the concession agreements will expire in 2032, such duration may be extended up to 2048, depending on the regulated revenues received by our Colombian concessioned airports. In 2018, we amended the schedules and timeframe of certain investments in order to extend the execution period of certain works. However, the amounts of the investment commitments were not modified.
The following table presents a summary of the investment commitments for our Colombian airports as of December 31, 2025.
Committed Investments at Our Colombian Airports
Airport Project Description Amount Invested (in millions of COP$) Status as of December 31, 2025
Montería Runway renovation 10,762.2 Completed
Corozal Runway renovation 5,757.5 Completed
Medellín (Rionegro) Runway renovation 28,304.3 Completed
Medellín Runway renovation 8,321.3 Completed
Quibdó Runway renovation 16,322.1 Completed
Carepa Runway renovation 13,622.5 Completed
Medellín (Rionegro) Expansion of domestic departures passenger terminal 22,588.6 Completed
Medellín (Rionegro) Expansion of international departures passenger terminal 25,492.5 Completed
Medellín (Rionegro) Connections building 23,456.5 Completed
Medellín (Rionegro) Expansion of international platform 37,749.4 Completed
Medellín (Rionegro) Expansion of cargo terminal 99,725.2 Completed
Quibdó Expansion of passenger terminal 10,727.7 Completed
Quibdó Construction of shopping center, hotel and library 75,509.5 Completed
Quibdó Expansion of runway and platform 86,041.8 Completed
Montería Expansion of passenger terminal 29,288.8 Completed
Non-mandatory Investments
In 2023, 2024 and 2025, we made certain non-mandatory investments in our Colombian airports, such as the acquisition of furniture, computer equipment, machinery, telecommunications, among others.
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The following is a table with the summary of such non-mandatory investments:
Payment of non-mandatory investments
( in million )
2023 2024 2025
Airport COP USD(1) COP USD(2) COP USD(3)
José María Córdova International Airport 2,015.23 0.53 3,245.88 0.74 1,280.63 0.34
Enrique Olaya Herrera Airport 385.72 0.10 968.90 0.22 211.22 0.06
Los Garzones Airport 340.10 0.09 216.42 0.05 2,375.46 0.63
El Caraño Airport 184.67 0.05 815.10 0.18 91.46 0.02
Antonio Roldán Betancourt Airport 316.53 0.08 216.20 0.05 77.42 0.02
Las Brujas Airport 271.59 0.07 97.00 0.02 32.77 0.01
TOTAL 3,513.84 0.92 5,559.50 1.26 4,068.96 1.08
(1) These amounts have been translated at the rate of COP$ 3,822.05 per U.S.$1.00, which corresponds to the Colombian Peso Market Exchange Rate (Tasa de cambio representativa del mercado) as of December 31, 2023.
(2) These amounts have been translated at the rate of COP$ 4,409.15 per U.S.$1.00, which corresponds to the Colombian Peso Market Exchange Rate (Tasa de cambio representativa del mercado) as of December 31, 2024.
(3) These amounts have been translated at the rate of COP$ 3,757.08 per U.S.$1.00, which corresponds to the Colombian Peso Market Exchange Rate (Tasa de cambio representativa del mercado) as of December 31, 2025.
Ownership Commitments and Restrictions
Pursuant to the concession agreement, Airplan is required to refrain from allowing Colombian state-owned entities to hold a majority stake in Airplan’s capital stock. Moreover, unless otherwise approved by the ANI and AOH, Airplan shall refrain from allowing the assignment of shares by shareholders that have contributed their financial capacity or technical expertise to fulfill the requirements during the tender process for the concession. Any such assignment may be authorized at the discretion of the ANI and AOH, provided that the transferee demonstrates equal or superior financial or technical indicators to those of the transferor.
Reporting, Information and Consent Requirements
Pursuant to the concession agreement, the ANI and the AOH appointed a supervisor to coordinate and oversee the execution of the Colombian concession. Such supervisor is authorized to give instructions regarding compliance with the concession agreement and to request any information the ANI or the AOH deems necessary to verify compliance with the obligations of the concession.
Airplan must provide the supervisor with the opinion of an independent auditor by April 30 of each year, along with the financial statements of the previous year. In addition, Airplan is required to provide financial statements to the supervisor and the ANI or the AOH on a quarterly basis.
During the adaptation and modernization stage of the concession, Airplan must present the status of the execution of the concession to the supervisor, the ANI and the AOH on a bimonthly basis. Similarly, during the maintenance stage, Airplan must provide the status of the execution of the concession on a bimonthly basis.
In the event that the supervisor requests any additional information related to the concession agreement, Airplan must deliver such information within three days following the date of the request.
Penalties and Termination of Colombian Concession
In the event of default or noncompliance with the terms of the Colombian concession agreement, ANI and the AOH may rescind the agreement and assess a penalty, the amount of which varies depending on the stage of the concession. Airplan is subject to a maximum penalty of U.S.$20 million, calculated at the prevailing exchange rate for the date of payment, may be enforced during the adaptation and modernization stage. During the maintenance stage, this maximum penalty may be reduced by 30.0%, 50.0% or 70.0%, depending on when the breach occurs.
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Under applicable Colombian laws and the terms of the concession, a concession may be terminated upon any of the following events:
● expected regulated revenues are reached, after the concession has been in force for at least 24 years;
● the concession has been in force for 40 years, regardless of whether the concession holder has achieved the expected regulated revenues;
● the ANI and the AOH unilaterally terminate the concession, provided that any of the following events has occurred:
● the requirements of public service or a situation of public order require termination;
● dissolution of the concession holder;
● bankruptcy of the concession holder;
● default in payments, or the contractor commencing a bankruptcy proceeding or judicial seizures that significantly affect its ability to satisfy the concession agreement; or
● declaration of debarment by the ANI or the AOH as a result of a material breach by the concession holder that affects the concession’s execution in a grave manner, including in the event that the concession holder fails to remedy fines imposed due to noncompliance with the concession agreement.
If the ANI or the AOH declares debarment, they are entitled to take a series of actions in addition to terminating the concession agreement, including collecting a penalty from Airplan and initiating a claim for any additional damage that they may have suffered due to breach of the concession. Debarment also prohibits the concession holder from contracting with a public entity for five years. This prohibition extends to the partners of the concession holder, in case of a partnership.
Grants of New Colombian Concessions
The Colombian government may grant new concessions to manage, operate and develop airports. Such concessions may be granted through a bidding process. Bidders can be domestic or international and may participate in public tenders either individually or by plural participation schemes.
Under such plural participation schemes, Colombian law authorizes the existence of consortiums, temporary unions and companies that expect to incorporate. The bidding process consists of several phases, including public notice and request for proposals, as well as technical viability and budget studies carried out by the contracting entity.
Once the bidding process begins, the bidders must present observations and comments to the request for proposals. Once the contracting entity releases the final version of the request for proposals, the bidders must present their proposals within the specified deadlines. The contracting entity reviews each proposal and releases a public assessment report with observations and comments for each bidder, who may submit amendments to proposals under the terms of the original request for proposals.
After the contracting entity releases a final assessment report, it can choose to award the project or decline to grant the project if none of the current proposals addressed the requirements of the request for proposal.
Environmental Matters
Our Colombian operations are subject to national, regional and municipal laws, regulations and official standards relating to the protection of the environment and natural resources. The main environmental laws include Law 1682 of 2013, which regulates the environmental regime applicable to transportation and infrastructure projects in Colombia and Decree 1076 of 2015, which regulates environmental licenses and permits.
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Under Law 1682 of 2013, concession holders assume responsibility for obtaining the necessary administrative authorizations to initiate activities under the concession agreement, including environmental licenses and permits. According to Decree 1076 of 2015, environmental licenses are required for both international and domestic airport projects, under the jurisdiction of the ANSLA and the Regional Autonomous Corporations, respectively, during both construction and operational phases. Airports that are not classified as national or international do not require environmental licenses, although they may still be subject to environmental obligations, such as permits,authorizations for the use of renewable natural resources or environmental plans filed with the ANI. Such environmental plans serve as guidance for the ANI and for environmental authorities to perform environmental oversight and follow-up on the various concession activities.
Modifications of existing environmental laws and regulations or the adoption of more stringent environmental laws and regulations in Colombia may result in the need for investments that are not currently provided for in our capital expenditures program and may otherwise result in a material adverse effect on our business, results of operations or financial condition.
Law 2173 of 2021 requires medium-sized and large companies registered in Colombia to implement tree planting programs. To date, this law has not entered into force because it has not been regulated by the Ministry of Environment and Sustainable Development through Resolution 1491 of 2025. This resolution defines the companies subject to compliance with the regulation, which are required to plant a minimum of two trees for each employee with an active employment contract as of December 31st of the immediately preceding year, in accordance with the provisisions of Article 22 of the Colombian Substantive Labor Code. The Resolution also establishes that this obligation must be fulfilled in areas designated by the environmental or district authority as “areas of life,” pursuant to a planting plan previously approved by the competent authority.
On July 11, 2024, by means of Decision C-280 of 2024, the Constitutional Court of Colombia declared the conditional constitutionality of the second paragraph of Article 57 of Law 99 of 1993, requiring private individuals to evaluate climate change impacts in their Environmental Impact Assessments (EIA). This requirement became enforceable for environmental license applications or renewals submitted as of August 1, 2025. As of the date of this report, the Ministry of Environment and Sustainable Development has not issued the terms of reference for the environmental impact assessment that incorporates climate change considerations, which has made it difficult for entities to implement the Constitutional Court’s decision. Aditionally, in November 2024, the Ministry of Environment and Sustainable Development published a draft resolution establishing a new methodology for the preparation of environmental studies, which includes aspects related to climate change; however, this regulation has not yet been formally issued and will apply to new applicants for environmental licenses. At present, Airplan is not required to amend its Environmental Management Plan, as the airport operates under an approved Environmental Management Plan and is not subject to an environmental licensing regime. Accordingly, Decision C-280 of 2024 does not impose immediate obligations on Airplan. However, should an Environmental Impact Assessment be required in the future in connection with a project subject to environmental licensing, climate change will be duly considered as a relevant environmental factor, in line with the Constitutional Court’s ruling.
On October 15, 2024, the Ministry of Environment and Sustainable Development issued Decree No. 1275 governing environmental matters related to operations and activities carried out in indigenous territories. Pursuant to this decree, indigenous authorities will become part of the governance mechanisms of the National Environmental System as it relates to territorial environmental planning and other regulation, following the guidelines set forth in Article 15 of ILO Convention 169. The decree is however silent in the allocation of powers to authorize or deny environmental permits in indigenous territories.
National Development Plan
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. The National Development Plan covers the years 2024 through 2026. The main focuses of the plan are: (i) environmental justice and water source protection, (ii) safety and social justice, (iii) nutrition access as a human right, (iv) productive transformation and climate action, (v) regional cooperation, and (vi) peace projects. The National Development Plan highly focused on environmental protection and proposes an agricultural reform that might have special implications in land use and distribution. 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.
The following are the main modifications brought by the new National Development Plan affecting the aeronautical industry:
● the land-use plans of the cities and municipalities shall address the location of airports and their specialized logistic infrastructures,
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● access of individuals with disabilities to airport facilities and transportation,
● the National Infrastructure Agency may structure, grant, execute, administer and evaluate concession projects and other forms of public-private partnerships (asociaciones público privadas), to expand the provision of productive social infrastructure, alongside territorial entities,
● the Government may establish grants on behalf of SATENA S.A., a state-owned airline, in connection with flights to, and from regions with low connectivity,
● Aerocivil may enter into agreements with regional and local governments and entities under which Aerocivil may co-invest with these entities in strategic high-impact projects,
● regulation in connection with airports located in borders, in association with the Foreign Relationships Ministry,
● concession fees paid by concessionaires to the ANI will be allocated as follows: (a) 20% of the fees will be transferred to the municipality or district in which the concessioned airport is located, and (b) the remaining 80% of the fees will be transferred to the ANI to fund activities essential for promoting and/or revitalizing airports including structuring, construction, rehabilitation, maintenance, and operation activities, 5% of which must be used to cover operational expenses of the ANI,
● a strengthening of transportation connectivity,
● a change in the tourism tariff charged in connection with the rendering of aeronautical services, which will be equal to one U.S. dollar (or its equivalent in COP) per passenger,
● at least 50% of the personnel hired to develop construction projects must be comprised of individuals of the local communities,
● the creation of public-popular partnership agreements, in which state entities may enter into contracts with individuals or non-profit organizations for the development public infrastructure projects,
● diversification of financing methods for infrastructure projects,
● the creation of a fund called “Fondo Colombia Potencia Mundial de la Vida”, through a public trust administered by the Ministry of Finance, for the agricultural reform, and
● differentiation in selection processes involving indigenous communities in relation to public projects.
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ORGANIZATIONAL STRUCTURE
The following table sets forth our material consolidated subsidiaries as of December 31, 2025, including our direct and indirect ownership interest in each:
Subsidiary Ownership Interest Place of Organization
Aeropuerto de Cancún, S.A. de C.V. 100 % Mexico
Aeropuerto de Cozumel, S.A. de C.V.(1) 100 % Mexico
Aeropuerto de Mérida, S.A. de C.V. 100 % Mexico
Aeropuerto de Huatulco, S.A. de C.V.(2) 100 % Mexico
Aeropuerto de Oaxaca, S.A. de C.V. 100 % Mexico
Aeropuerto de Veracruz, S.A. de C.V.(3) 100 % Mexico
Aeropuerto de Villahermosa, S.A. de C.V. 100 % Mexico
Aeropuerto de Tapachula, S.A. de C.V.(4) 100 % Mexico
Aeropuerto de Minatitlán, S.A. de C.V.(5) 100 % Mexico
Aerostar Airport Holdings, LLC (6) 60 % Commonwealth of Puerto Rico
Sociedad Operadora de Aeropuertos Centro Norte S.A.(7) 100 % Colombia
Servicios Aeroportuarios del Sureste, S.A. de C.V. 100 % Mexico
RH Asur, S.A. de C.V(8). 100 % Mexico
ASUR Commercial Airports LLC 100 % Delaware
(1) As of December 31, 2025, Aeropuerto de Cancún, S.A. de C.V., has an 18.1% equity participation in this airport.
(2) As of December 31, 2025, Aeropuerto de Cancún, S.A. de C.V., has a 18.4% equity participation in this airport.
(3) As of December 31. 2025, Aeropuerto de Cancún, S.A. de C.V., has a 30.0% equity participation in this airport.
(4) As of December 31. 2025, Aeropuerto de Cancún, S.A. de C.V., has a 8.7% equity participation in this airport.
(5) As of December 31, 2025, Aeropuerto de Cancún, S.A. de C.V., has a 19.7 equity participation in this airport.
(6) As of December 31, 2025, Aeropuerto de Cancún, S.A. de C.V, has a 60.0% equity participation in this entity. On June 1, 2017, we began to consolidate Aerostar results into our financial statements.
(7) As of December 31, 2023, Aeropuerto de Cancún, S.A. de C.V., has a 100% equity participation in this group. On October 19, 2017, we began to consolidate Airplan results into our financial statements.
(8) As of December 31, 2025, Aeropuerto de Cancún, S.A. de C.V., has a 100% equity participation in this group.
PROPERTY, PLANT AND EQUIPMENT
Pursuant to the Mexican General Law of National Assets, all real estate and fixtures in our Mexican airports are owned by the Mexican nation. Each of our Mexican concessions is scheduled to terminate in 2048, although each concession may be extended one or more times for up to an aggregate of an additional fifty years. The option to extend a concession is subject to (i) the favorable opinion of the Tax Ministry with respect to the profitability and concession fee relevant to each concession in the extended period (as more fully described in the Mexican Regulatory Framework section), (ii) our acceptance of any changes to such concession that may be imposed by the Ministry of Infrastructure, Communications and Transportation and (iii) our compliance with the terms of our current Mexican concessions. Upon expiration of our Mexican concessions, these assets automatically revert to the Mexican nation, including improvements we may have made during the terms of the concessions, free and clear of any liens and/or encumbrances, and we will be required to indemnify the Mexican government for damages to these assets, except for those caused by normal wear and tear.
Pursuant to the Airplan concession agreement, all real estate and fixtures in our Colombian airports are owned by the Colombian government. Management considers such factors in determining the final year of the concession term, which is 2032; however, in accordance with legal guidelines, the concession term may be extended until 2048 as long as the requirements established by the grantor are met. However, the concession may not be extended any further. The concession agreement establishes two categories of property: airport property (granted for the development and execution of the concession agreement) and aeronautical property (controlled and operated by the ANI and AOH for the purpose of facilitating air navigation). The concession does not grant the concession holder control of aeronautical property, including office buildings and other real estate outside of the Colombian airports. Upon termination of the concession, all real estate and fixtures in our Colombian airports will revert to the Colombian government.
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Our corporate headquarters are located in Mexico City, with a lease area of 742.64 square meters. We also rent two warehouses totaling 128 square meters located in Mexico City for storage. We maintain comprehensive insurance coverage that covers the principal assets of our airports and other property, subject to customary limits, against damage due to natural disasters, accidents or similar events. We do not maintain business interruption insurance.