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A. HISTORY AND DEVELOPMENT OF THE COMPANY
Our legal name is “Grupo Aeroméxico, S.A.B. de C.V.” Our commercial name is “Grupo Aeroméxico.” We were incorporated in México on March 19, 2002. We are currently incorporated as a public variable capital company under the LMV and the LGSM, with duration of 99 years and registered in Mexico City, Mexico. Our registered and principal executive office is located at Avenida Paseo de la Reforma 243, 25th Floor, Col. Cuauhtémoc, Cuauhtémoc, 06500, Mexico City, Mexico. The telephone number at this address is +52 (55) 9132 4000. Our agent for service of process in the United States for U.S. federal security law purposes is Cogency Global Inc. located at 122 East 42nd Street, 18th Floor, New York, NY 10168 and the telephone number at this address is +1 (212) 947 7200.
For a discussion of the important events in the development of the Company’s business since January 1, 2025, see “—B. Business Overview.” For information on our primary capital expenditures, see “Item 5. Operating and Financial Review and Prospects—B. Liquidity and Capital Resources—Capital Expenditures.” In addition, as part of our ongoing corporate simplification efforts, one of our subsidiaries, AM BD GP JV, S.A.P.I. DE C.V., is currently undergoing a formal liquidation and dissolution process. As of the date of this report, such process remains ongoing and has not yet been completed.
For the fiscal year ended December 31, 2025, our breakdown of capital expenditures in Mexico and outside of Mexico were 99.9% and 0.1%, respectively. There have been no public takeover offers by third parties in respect of our shares or by us in respect of other companies’ shares since January 1, 2024.
Our investor relations website address is ir.aeromexico.com. The information contained on, or that can be accessed through, our investor relations or other websites is not a part of, and shall not be incorporated by reference into, this annual report. We have included our website addresses as inactive textual references only. See “Item 10. Additional Information—H Documents on Display” for additional information.
B. BUSINESS OVERVIEW
OUR BUSINESS
We are uniquely positioned as the only FSC based in Mexico and the only airline that provides long-haul, wide-body service connecting Mexico with the rest of the world. We offer a premium experience to both international and domestic destinations. As of December 31, 2025, we served every major city in Mexico and 51 international cities in 23 countries across multiple continents: North America, South America, Europe and Asia. We maintain the most attractive route network in Mexico, and we are the leading airline at MEX, the largest airport in Mexico, which is capacity constrained, and accounted for 35.9% of total passengers flying within, to and from Mexico in 2025, according to the AFAC. We also have a strong presence in Mexico’s other large business markets, including Guadalajara and Monterrey, where we provide global connectivity by offering long-haul intercontinental flights. In addition, we have a large footprint in high-demand leisure markets, such as Cancún and Puerto Vallarta. We are the only Mexican airline that is a member of one of the three global airline alliances through our membership in SkyTeam, a global network of 18 international carriers, which we co-founded with Delta more than 25 years ago.
Since we emerged from Chapter 11 in 2022, we have invested to expand our fleet and improve the product and customer experience for our passengers. These investments allow us to maintain the highest service standard as the only FSC based in Mexico, as well as our position as Mexico’s airline of choice. We also reduced our cost structure through our restructuring and began upgauging our fleet to larger, more efficient aircraft. We believe these changes have positioned us for strong, significant and profitable growth, as we operate in one of the largest and highest-growth aviation markets, according to Diio. In addition, according to the public filings, our CASM is significantly lower than that of U.S. legacy carriers and major European international FSCs. We believe that the combination of air travel market size and growth in Mexico has created one of the best air travel market environments in the world.
We have a unique business model in Mexico that positions us for success. Key attributes of our business model include:
• we are the only FSC based in Mexico offering premium services, which drives our significant revenue premium;
• we offer premium service to a balanced mix of business and leisure customers;
• we have a young, modern and upgraded fleet;
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• we transformed our business and rightsized our cost structure;
• we have industry-leading strategic partners, including Delta; and
• we have a highly valued loyalty program.
Only FSC based in Mexico offering premium services, which drives our significant revenue premium
We are the only Mexican FSC providing premium service to passengers traveling to, from or within Mexico. We provide our passengers with a high-quality customer experience through offering three classes of cabin service, including our business class product, branded as Clase Premier, with lie-flat beds and a private bar area on certain long-haul flights. We offer additional in-flight amenities, including Wi-Fi connectivity with free text messaging, complimentary beverages and meals curated by world-famous chefs and, on most flights, video screens at each seat. Our premium customers have access to our VIP lounges, and we offer best-in-class on-time performance and reliable baggage handling services. In addition, all of our customers have access to our loyalty program, Aeroméxico Rewards, which is the largest program in Mexico. Through our hub-and-spoke model, we offer multiple daily frequencies and extensive connectivity to important business and leisure destinations, including Mexico City, Monterrey, Guadalajara, Cancún, New York, Los Angeles, Madrid, London, Paris, Rome, Amsterdam, Tokyo, Bogotá, São Paulo, Santiago, Buenos Aires and Seoul. In 2026, we expect to add new routes connecting Mexico City to Barcelona and Monterrey to Paris. Additionally, the strength of our domestic regional arm, Aeroméxico Connect, provides strong network feed for our international long-haul flights and solidifies our domestic footprint. No other airline provides the same level of service and connectivity in Mexico as us, or has a comparable brand recognition, as evidenced by our leading NPS score as of December 2025 within the Mexican aviation industry. Our position in the Mexican market allows us to generate a significant revenue premium as a result of our higher RASM business model, as compared to that of Mexican ULCCs, according to public filings. In addition, according to Diio, we were ranked as the world’s most on-time global airline in 2024 and 2025.
Premium service to a balanced mix of business and leisure customers
Our high-quality product and service cater to both corporate and leisure customers with higher disposable incomes. We believe we are the leading airline within the business community for both Mexican and international passengers traveling to and from Mexico, which we believe will provide incremental tailwinds for growth. Moreover, as compared to other Mexican airlines, our unmatched global network and high-quality product and service give us an advantage with Mexican leisure travelers, as well as with international tourists flying into Mexico. We also have a strong presence within the VFR Mexican-American community. We also believe that many of these passengers prefer our reliable, safe and premium product offering. Serving these demographics with our product allows us to maintain a significant revenue premium over other Mexican carriers, which are ULCCs that serve a different customer base that does not demand a premium product offering. Our significant revenue premium is also supported by growing household income in Mexico. We believe our attractive mix of both premium business and leisure customers offers stable and balanced performance through different market cycles.
Young, modern and upgraded fleet
As of December 31, 2025, we operate a young and highly efficient fleet with an average age of 8.6 years. By comparison, according to public filings, the average fleet age was 14.8 years for U.S. legacy carriers as of December 31, 2024. As of December 31, 2025, our fleet of 165 aircraft consisted of 22 Boeing 787 Dreamliners, 109 Boeing 737s (which includes both Boeing 737-NG and Boeing 737 MAX aircraft) and 34 E190s. The E190s are part of our regional carrier brand Aeroméxico Connect. In 2025, 24.9% of our total flights from MEX, including domestic and international routes, were operated with E190s, which have a configuration of 99 seats per aircraft. As we continue upgauging our fleet, we expect to increase the usage of B737-8 MAX and B737-9 MAX aircraft, each of which have a configuration of up to 181 seats per aircraft. This change could lead to a potential increase of 83% in the number of seats per departure from MEX and an increase in the number of premium seats from 11 to 34 on average for each E190 replaced by a B737-9 MAX.
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We intend to further utilize our highly efficient Boeing 737 MAX aircraft instead of E190 aircraft on high demand routes, which will upgauge our fleet and further reduce our CASM. We also plan to upgauge our long-haul fleet over time to include a greater proportion of larger capacity B787-9 wide-body aircraft as demand for longer distance business and leisure routes continues to grow. The larger capacity of our newer aircraft, combined with our plan to further upgauge our fleet with wide-body aircraft, would also allow us to expand our cargo business capabilities. Furthermore, the Boeing 737 MAX and Boeing 787 Dreamliner in our fleet consume 14% and 20% less fuel than older comparable aircraft, respectively, and our new Boeing 737 MAX aircraft emit 40% less noise pollution than our older Boeing 737-NG aircraft.
In addition, as a part of our reorganization, we modified existing aircraft financing agreements and secured new aircraft deliveries under highly attractive conditions during the COVID-19 pandemic. Out of our 137 leased aircraft as of December 31, 2025, 81 were subject to leases that were renegotiated during the Chapter 11 proceedings at favorable terms.
Transformed business with rightsized cost structure
During the COVID-19 pandemic and as a result of our Chapter 11, we underwent a transformational reorganization. We successfully reset our operations, including various fundamental changes to our revenue generation and cost structure. Although certain post-COVID-19 pandemic agreements have already expired, we expect to continue having cost savings while the remaining agreements remain in force.
As a result of this reorganization, we retired older, inefficient aircraft and replaced them with modern, highly efficient Boeing 737 MAX aircraft to support our upgauging strategy and lower CASM. Further, we renegotiated our aircraft leases to reduce lease rates and improve terms for the remainder of our fleet, resulting in significantly lower costs over the life of the leases. Because of low demand for air travel and the aircraft market conditions during the COVID-19 pandemic, we were able to renegotiate favorable monthly fixed rates that will remain in effect until the expiration of the renegotiated lease agreements. All of our renegotiated lease agreements included a PBH period, which allowed us to temporarily adjust our rent payments according to the usage of the aircraft. In addition, we negotiated lower monthly fixed rental rates that came into effect upon the termination of the relevant PBH period. The last of our PBH periods expired in December 2023. The renegotiated leases expire gradually through 2034. We also amended contracts with OEMs to further reduce ongoing maintenance costs.
We also accelerated the shift to direct distribution channels, including our website, to reduce overall transaction costs, and reduced our spending on various other overhead items and external services, and amended many of our vendor agreements to reduce fixed costs and promote a highly variable cost structure. We rationalized contractors supporting airport and cargo operations, optimized in-flight costs and reduced the real estate and equipment used for in-flight, airport, maintenance, and cargo operations.
In addition, we also expect to continue benefiting from the favorable redelivery conditions of aircraft already in our fleet, which will extend until all aircraft subject to renegotiated leases are redelivered. We expect that cost savings related to our modern aircraft, reduced maintenance costs, shift to direct distribution channels, reduced overhead, optimized in-flight costs and reduced use of real estate and equipment will be sustainable into the future and will contribute to continue reducing our CASM ex-fuel. Cost savings related to our favorable fixed rental rates under our renegotiated leases will remain until these agreements are terminated or renewed.
Industry-leading strategic partners, including Delta
We are the only airline in Mexico that is a member of one of the three global alliances through our membership in SkyTeam, a global network of 18 international airlines, which we co-founded with Delta more than 25 years ago. In addition, in 2015, we entered into a JCA with Delta under which the two airlines have coordinated schedules and pricing on cross-border flights between Mexico and the United States under antitrust immunity granted by the DOT, and cooperated in other areas such as loyalty-program reciprocity, lounge access and code sharing. Through our JCA and other agreements with Delta, we have significantly broadened our network reach and increased the options available to our customers. In addition, our ten year partnership has enabled us to adopt international best practices in operations, marketing, customer service and route development. Since our JCA became effective in 2017, we have transported approximately 62.4 million passengers and operated approximately 459,000 flights covering around 670 million miles between Mexico and the United States. The DOT’s grant of antitrust immunity for the JCA was subject to periodic review, and following tentative orders, on September 15, 2025, the DOT issued a Final Order terminating the antitrust immunity of the JCA, effective January 1, 2026. On November 12, 2025, the United States Court of Appeals for the Eleventh Circuit granted the stay jointly requested by us and Delta relating to the Final Order. With this decision of the Eleventh Circuit, the effectiveness of the DOT’s Final Order is stayed pending the resolution of the judicial review. On December 29, 2025, Delta and Aeroméxico filed their opening brief before the Eleventh Circuit in connection with the judicial review of the DOT’s Final Order. As a result, the effectiveness of the DOT’s Final Order remains stayed pending resolution of the judicial review process. On March 27, 2026, the DOT moved to expedite the appeal and requested that oral argument be scheduled at the earliest available date, and on April 1, 2026, the Eleventh Circuit granted that motion. On April 15, 2026, the Eleventh Circuit set the case for oral argument on June 23, 2026. Accordingly, there remains uncertainty as to whether, and to what extent, the JCA will be permitted to continue. For more information about the Final Order and its impact on our business, see “Item 3. Key Information—D. Risk Factors—Risks Related to Our Business—We benefit from strategic alliances, and our results would be adversely affected if our alliances were interrupted” and “Item 4. Information on the Company—B. Business Overview—Partnerships and Alliances.”
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Regardless of the result of the Final Order judicial review process, we expect that we will continue to benefit from our ability to make joint fuel purchases with Delta, which allows us to leverage volume discounts and better credit conditions when purchasing our fuel to achieve economies of scale and reduce maintenance costs for both Aeroméxico and Delta. In addition, following the sale of TechOps MX, we continue to receive maintenance support at the Querétaro facility through third-party service arrangements on similar commercial terms, with the duration of the relevant arrangements extended. We believe that our partnership with Delta has led to a significant increase of our NPS score in the Mexico-U.S. market, while also helping us grow passenger traffic. Since 2017, and as of December 31, 2025, we have transported approximately 62.4 million passengers, representing a CAGR of 31.0%. Although we would need to end certain practices that were built around the antitrust immunity aspects of the JCA if the stay is reversed, we believe that our ongoing relationships with Delta, their retained equity stake in our company, combined with the benefits of our broader network and operational strengths, will continue to support our competitive advantage, even though the efficiencies flowing from the antitrust immunity from Delta since 2017 would be terminated.
We also have code sharing partnerships with other airlines beyond SkyTeam and Delta, including with LATAM. We believe these alliances and partnerships are decisive factors that help drive brand recognition and local market point-of-sale strength, which attract international air travel customers to fly on our system.
Highly valued loyalty program
We control PLM, our subsidiary that operates the Aeroméxico Rewards loyalty program, formerly known as Club Premier, the first frequent flyer program established in Latin America and Mexico’s largest loyalty program. Aeroméxico Rewards is designed to promote customer loyalty and customer satisfaction, which helps us retain and attract customers while generating high margin co-branded revenue streams. As of December 31, 2025, Aeroméxico Rewards had approximately 13.9 million members. Our Aeroméxico Rewards members are able to accumulate and redeem points through a diverse set of travel and shopping partners, as well as everyday credit card expenditure, which drives improved customer loyalty and profitability. Aeroméxico Rewards is the exclusive partner to Aeroméxico and is significantly larger than Mexico’s next largest airline loyalty program. In 2022, we acquired a controlling stake of PLM, the company that manages Aeroméxico Rewards, resulting in improved customer experience due to the full integration of Aeroméxico Rewards with our digital platforms. We intend to continue expanding Aeroméxico Rewards’ high margin co-branded revenue streams by promoting increased use of Aeroméxico Rewards credit cards. For further information about Aeroméxico Rewards, see “Item 4. Information on the Company—B. Business Overview—Aeroméxico Rewards Loyalty Program.”
Mexican Air Travel Market
Mexico is among the largest aviation passenger markets in Latin America and the world, based on ASMs. Mexico is also one of the fastest growing aviation passenger markets in the world, with total passengers expanding at a 6.0% compound annual growth rate, or CAGR, between 2014 and 2024, according to the World Bank. Passenger growth CAGR in Mexico between 2014 and 2024 was more than four times faster than Mexico’s real GDP CAGR of 1.3% over the same period, according to the World Bank. Total passengers expanded at a 5.5% CAGR between 2022 and 2024. Furthermore, Mexico continues to be a relatively underpenetrated market. Based on AFAC data, Mexico had only 0.5 annual domestic passengers per capita in 2024 compared to that of other Latin American markets. For instance, Chile had 0.8 annual domestic passengers per capita during the same period, based on Chilean Civil Aeronautics Board data. If Mexican domestic passengers per capita were to increase to a level consistent with that of Chile’s, that would imply nearly twice the number of annual domestic passengers. If Mexico’s domestic passengers per capita were to increase to a level consistent with the United States or Canada, which had 2.5 and 2.1 annual domestic passengers per capita in 2024, respectively, based on DOT data and Government of Canada Air Passenger Traffic data, that would imply over six times the number of annual domestic passengers.
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Source: The World Bank and Country Air Traffic Records (AFAC, DOT, Government of Canada and Chilean Civil Aeronautics Board).
Our Competitive Strengths
We believe that the following key strengths position us to be the airline of choice in Mexico and a key global competitor in international aviation markets.
Largest carrier in Mexico with leading hub in Mexico City
We are the largest air carrier in Mexico, with flights to every major city in Mexico and over 51 international cities in 23 countries across multiple continents and operate the largest fleet in Mexico with 165 aircraft. To support more efficient utilization of our slot portfolio, we are upgauging our fleet with young, highly efficient aircraft. Our fleet also includes 22 wide-body aircraft that provide us with the capability to fly long-haul flights to South America, Europe and Asia, unlike any other carrier in Mexico. In addition, we are the largest carrier in Mexico City, the commercial and political capital of Mexico, through our hub at MEX, the largest airport in Mexico. In 2025, MEX accounted for 33.4% of departures and arrivals, according to AFAC, and 64.2% of all domestic corporate demand in Mexico, according to PRISM. Since the COVID-19 pandemic, we have increased our presence at MEX, allowing us to provide improved service options to our passengers. Our strong leadership position at MEX allows us to offer more flights with better connectivity from the airport and serve our premium oriented customer base, as this airport is located at approximately 4.0 miles from Mexico City’s city center. In addition, in 2022, Mexico City opened an additional airport, NLU, where we also provide services. The shortest distance from NLU to Mexico City’s city center is approximately 28.3 miles. We believe our large fleet, comprehensive global network and expansive operations at MEX position us best to take advantage of growth in air traffic in Mexico.
Significant revenue premium compared to other Mexican carriers
We are the only FSC in Mexico, which we believe to be the largest aviation market in the world served by only one home-based FSC. Our large global network, combined with our membership in the SkyTeam global alliance, provides our Mexican-based customers with access to many markets and countries that no other carrier, domestic or foreign, can provide. Our high-quality product and service provide a more premium experience than any other Mexican carrier. We offer a three-class cabin, unlike any other carrier in Mexico, consisting of Clase Premier (business class), AM Plus (premium economy) and Economy, with in-flight entertainment, Wi-Fi, free messaging, chef prepared meals and full bar options for our passengers. Our focus on customer service is validated by internal studies that show that our NPS was approximately 37.3 points higher than the airline industry average of the other Mexican airlines as of December 2025. We also had the highest NPS score among Mexican airlines in the domestic market, and we have the highest score in the Latin American and U.S.-Mexico cross-border markets for flights originating from Mexico. In addition, according to Diio, we were ranked as the world’s most on-time global airline in 2024 and 2025. Our expansive network, high quality product and loyalty program are unmatched relative to that of other Mexican carriers and allow us to achieve a significant revenue premium. Our RASM in 2025 was 86.3% higher than the average of other Mexican airlines on a stage-length adjusted, or SLA, basis, and we expect to grow this premium in the future by continuing to provide a superior product and service.
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Source: CNBV & SEC company filings, CIRIUM.
1. Figures are adjusted to Grupo Aeroméxico’s average stage length in 2025, of 1,000 miles using each carrier’s scheduled average stage length for the period. SLA RASM = RASM * (Carrier average stage length / 1,000) ^ (0.5).
Highly improved and competitive cost structure
Our CASM in 2025 was substantially lower than that of U.S. legacy carriers and major European international FSCs flying to Mexico. Our reorganization allowed us to take measures that have had long-lasting effects, and we simplified and optimized our aircraft fleet through:
• the cancellation or renegotiation of leases, some of which are still in force;
• upgauging of our fleet to reduce operating costs and increase capacity;
• rationalization of our overhead costs; and
• the renegotiation of aircraft redelivery conditions.
Additionally, we have significantly lowered our average fleet age through our reorganization. Our average fleet age was approximately 8.6 years as of December 31, 2025 (compared to an average of 14.8 years for U.S. legacy carriers as of December 31, 2025). We are also implementing additional cost-saving initiatives, including workforce realignment, targeted reductions in selling, general and administrative expenses to streamline operations, an increase in aircraft acquisitions aimed at reducing redelivery costs, and the deployment of cost-control measures across various operational and corporate line items.
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We believe our younger fleet has increased reliability and reduced downtime, allowing us to minimize maintenance costs and maximize fuel efficiency while providing our passengers with a better product. Between 2019 and 2025, we reduced our fuel consumption per ton-mile by 11%, and between 2020 and 2025, 206,814 tons of CO2 emissions have been avoided as a result of our fuel efficiency program. Our cost discipline have allowed us to create a leaner and more variable cost structure, which we believe will support a substantial reduction in our CASM and CASM ex-fuel, and we believe this cost discipline will sustain our competitive cost structure in the future. The chart below shows the CASM ex-fuel in 2025, of our company and U.S. legacy carriers and major European international FSCs.
Source: Public filings and CIRIUM.
Note: All carriers’ CASM ex-Fuel converted to dollars using the average spot rates for the period. Lufthansa CASM ex-Fuel only includes network airlines.
1. Figures are adjusted to Grupo Aeroméxico’s average stage length in 2025 of 1,000 miles using each carrier’s scheduled average stage length for the period. SLA CASM ex-Fuel = CASM ex-Fuel * (Carrier average stage length / 1,000) ^ (0.5).
Strategic partnership with Delta
We have a long-standing bilateral strategic partnership with Delta that started more than 25 years ago, and Delta owns 18.7% of our outstanding shares as of the date of this annual report. This relationship has flourished over the years through co-founding the SkyTeam alliance, the TechOps MX partnership, and Aeroméxico becoming the only Mexican airline to receive an investment from a global U.S. carrier. In 2015, we entered into a JCA with Delta under which the two airlines have coordinated schedules and pricing on cross-border flights between Mexico and the United States under antitrust immunity granted by the DOT, and cooperated in other areas such as loyalty-program reciprocity, lounge access and code sharing. The DOT’s grant of antitrust immunity for the JCA was subject to periodic review. Since our JCA became effective in 2017, we transported approximately 62.4 million passengers and operated approximately 459,000 flights, covering around 670 million miles between Mexico and the United States. Our JCA and other agreements with Delta have significantly broadened our network reach and increased the options available to our customers. In addition, our partnership has enabled us to adopt international best practices in operations, marketing, customer service and route development.
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The JCA was subject to DOT review following our joint application with Delta to renew the antitrust immunity associated with it in 2022, and on September 15, 2025, after tentative orders, the DOT issued a Final Order terminating the antitrust immunity of the JCA, effective January 1, 2026. On November 12, 2025, the United States Court of Appeals for the Eleventh Circuit granted the stay jointly requested by us and Delta relating to the Final Order. With this decision of the Eleventh Circuit, the effectiveness of the DOT’s Final Order is stayed pending the resolution of the judicial review. On December 29, 2025, Delta and Aeroméxico filed their opening brief before the Eleventh Circuit in connection with the judicial review of the DOT’s Final Order. For more information about the Final Order and its impact on our business, see “Item 3. Key Information—D. Risk Factors—Risks Related to Our Business—We benefit from strategic alliances, and our results would be adversely affected if our alliances were interrupted” and “Item 4. Information on the Company—B. Business Overview—Partnerships and Alliances.”
Our relationship with Delta has increased our competitiveness and improved the overall customer experience for our passengers by providing a broader network, greater connectivity, improved schedules at diverse price points, frequent flyer reciprocity and shared VIP lounge access. We believe that our partnership with Delta has led to a significant increase of our NPS score in the Mexico-U.S. market, while also helping us grow passenger traffic. Since 2017, and as of December 31, 2025, we have transported approximately 62.4 million passengers, representing a CAGR of 31.0%. If the United States Court of Appeals for the Eleventh Circuit’s stay is overturned, we may need to adjust certain of our practices that we built around the antitrust immunity aspects of the JCA, but we would be able to continue arm’s-length cooperation with Delta to maximize network and operational benefits under a more limited partnership model in ways that comply with the antitrust laws.
Main Mexico-U.S. Cross-border Routes
(1) The map does not show all of our routes between Mexico and the United States. It includes only the main operational and recently announced Mexico-U.S. cross-border routes, including seasonal routes, in terms of number of transported passengers and passenger revenue.
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Well recognized and highly valued brand and loyalty program
We have received many awards for our high-quality product and service. Among our most important accolades, we were named a “Five Star Global Airline” by Airline Passenger Experience Association, or APEX, for the sixth consecutive year under the “Global Airlines” category. In addition, according to Diio, we were ranked as the world’s most on-time global airline in 2024 and 2025. Also, in 2024 and 2023, we were among the “Most Responsible Companies in ESG” according to MERCO, and recognized as the “Champion of Experience” and among the 13 most valuable Mexican brands by Kantar BrandZ and as the “Favorite Airline in Mexico” by Trazee Travel Magazine for the fifth consecutive year. We also received the “Best Flight Experience” award from the Food and Travel Reader in 2022 and 2023. We believe that accolades such as these help further the strength of our brand within our target markets. Our world-class operations and customer service are highly valued by our customers, and we believe that it has significantly improved our already high NPS score.
Our Aeroméxico Rewards loyalty program is the largest loyalty program in Mexico, with approximately 13.9 million members as of December 31, 2025. Aeroméxico Rewards members are able to earn and redeem points for flights, hotels, car rentals and at retail partners. We have three status tiers within our program, which offer members differentiated benefits such as complimentary upgrades and access to VIP lounges throughout our network. Our loyalty program members are our most valuable customers. The average fare paid by our Aeroméxico Rewards members for our flights was approximately 18.6% higher than that of non-members in 2025.
We have co-branded credit card agreements with American Express and Banco Santander México S.A. Institución de Banca Múltiple, Grupo Financiero Santander de México, or Santander, with a combined total of over 380,000 cardholders as of December 31, 2025. The Santander co-branded credit card program agreement is expected to expire on or around May 31, 2026. On November 26, 2025, we entered into a new Co-Branded Card Program Agreement with Inbursa, for the issuance of co-branded consumer credit and debit cards in Mexico, with a launch date of June 1, 2026 and an initial term of 12 years. Under our co-branded credit card agreements, Aeroméxico Rewards members receive points for purchases on their credit cards. Our membership growth plan is instrumental in creating value with our leading bank partners. Together we can leverage our three prominent brands in the Mexican marketplace to create everyday touchpoints with our customers, further fueling engagement and loyalty. We also have partnerships with other airlines, hotels, car rental companies and other third parties that allow our members to accumulate and redeem points at a wide variety of partners. Our co-branded credit cards and third-party partnerships provide us with high margin, diversified revenue streams tied to broader consumer spending rather than air travel. We plan to further expand our loyalty program and credit card partnerships in Mexico and globally.
Seasoned management team
We have a seasoned management team who is focused on protecting and valuing our customers and staff, our most valuable assets. We are the only Mexican airline to be certified as a top employer by the Top Employers Institute in 2023, 2024 and 2025. Our team has more than 98 years of combined experience. Our chief executive officer, Andrés Conesa Labastida, joined us in 2005 and has over 21 years of experience in the aviation industry, including being the chairman of the SkyTeam alliance, a member of the board of governors of the International Air Transport Association, or IATA, becoming the first Mexican to be appointed as chairman of IATA’s board of governors, and serving as chair of the executive committee of the Latin American and Caribbean Air Transport Association, or ALTA, one of the largest Latin American and Caribbean aviation organizations. Our chief financial officer, Ricardo Sánchez Baker, joined us in 2006 and has over 20 years of experience in the aviation and technology industries, including previously serving as chairman of the board of directors of the Sabre Corporation and chair of the Land Support Services (Servicios de Apoyo en Tierra), or SEAT, Technical Committee, which involves Grupo Aeroméxico and Aerolínea del Estado Mexicano, S.A. de C.V., also known as Mexicana de Aviación. Our chief commercial officer, Aaron James Murray, joined our team as chief commercial officer in 2021 and has more than 24 years of commercial aviation experience, including with Northwest Airlines and Delta. We believe that our seasoned and experienced management team distinguishes us from many of our competitors, providing us with deep market and operational insight into how to be successful in our sector.
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Strong operations and customer service
With origins dating back to the 1930s, we have a tenured track record providing safe and reliable service and we aim to continue to optimize our operational excellence for our customers going forward. We have improved our on-time performance to 92.0% in 2025, as compared to 88.1% in 2024. According to Diio, we were ranked as the world’s most on-time global airline in 2024 and 2025. Our mishandled baggage rate and completion factor were 4.4% and 99.7%, respectively, in 2025. We intend to invest in fleet expansion, renewal and customer service. By investing in product consistency, reliability and service, we will continue to transport our customers to their destinations on-time, which we believe will allow us to maintain and expand our revenue premium.
We have worked to improve our customer services by expanding the digital tools at our customers’ disposal. For example, we have made improvements to our electronic processes that handle the passenger check-in system, including changes that allow our customers to modify their reservations, seat assignment and monitor their baggage in real time through our mobile application. We have also adopted several other key initiatives, including new and automated baggage reconciliation system and new technologies, such as biometrics, kiosks modernization and check-in improvements. For further information about our information technology systems, see “Item 4. Information on the Company—B. Business Overview—Information Technology.”
Our Growth Strategy
We aim to provide global connectivity and premier customer service to the Mexican aviation market. Through our differentiated product offering and high-level of customer service, we believe that we can continue to maintain our leadership in Mexico. Several key pillars of our growth strategy going forward include:
Upgauging our fleet to drive highly profitable growth
We are committed to an investment plan to expand our product offering and enhance our customer service. We expect to expand our capacity primarily through upgauging our fleet, which presents fewer risks than expanding our fleet by adding new aircraft. This expansion is expected to improve our profitability throughout our network. Moreover, we intend to increase the uniformity of our fleet, which we believe will improve operational efficiency, reduce operating, fuel and maintenance costs and improve our training programs. We expanded our fleet by 29% between 2021 and 2025 and we expect our fleet size to remain stable between 2026 and 2027. Through strategic upgauging, we have also grown our overall capacity, measured based on the total number of seats in our fleet, by 40% between 2021 and 2025. Upgauging primarily helps us optimize usage of our capacity at our hub at MEX and maximize our revenue premium, while flying newer and larger aircraft that are generally preferred by customers. This offers the most efficient and profitable growth as larger aircraft drive lower CASM due to operational leverage, as well as increased fuel efficiency. We intend to further increase the use of modern and efficient aircraft, such as the Boeing 737 MAX, with a better and consistent product to replace older, less efficient, lower capacity aircraft, such as the E190, across our domestic network, as well as more efficient wide-body aircraft such as the B787-9 for our international long-haul flights. For risks related to our fleet upgauging strategy, see “Item 3. Key Information—D. Risk Factors—Risks Related to Our Business—Our fleet consists entirely of aircraft manufactured by Boeing and Embraer, and we rely on a limited number of suppliers for our engines. As such, we are susceptible to issues that affect these suppliers.”
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Fleet Upgauge - E190 v. B737-9 MAX
(1) Considers estimated costs for each aircraft operating the same route during 2025.
Expanding our network through new profitable destinations as well as densifying existing routes
We plan to continue to expand our network by growing our existing routes and expanding into new profitable markets.
We expect to expand our existing network through upgauging to larger aircraft with more seats in capacity constrained airports and adding additional frequencies to high traffic, profitable destinations, using airports with available incremental capacity. Increasing capacity on existing profitable routes provides the most efficient and profitable path to expand our network, as these routes have an existing customer base, sales efforts and infrastructure in place.
We also look to grow our network through new profitable international and domestic routes, including from airports outside of our hub in Mexico City, such as the Guadalajara, Cancún and Monterrey airports, and international destinations that are attractive to VFR passengers. Similar to our existing network opportunity, we believe that there are incremental routes, including those previously served by other airlines but by us, where we can profitably expand our network. Adding incremental routes to our network will further allow us to leverage our loyal customer base, providing them with air service to even more travel destinations. In addition, since the FAA upgraded Mexico to a Category 1 country in 2023, we have expanded our routes in the Mexico-U.S. cross-border market through our JCA with Delta. See “—Continuing to drive growth through our partnerships, including with Delta and other airlines.” For the risks related to our strategic alliances and network expansion, see “Item 3. Key Information—D. Risk Factors—Risks Related to our Business—Risks Related to Our Business—We benefit from strategic alliances, and our results would be adversely affected if our alliances were interrupted.”
Sharpening our focus on premium travelers
We intend to consolidate our position as the carrier of choice for travelers to, from, and within Mexico through a variety of strategies that we believe will grow our revenue premium.
We plan to further analyze data on flight occupancy, pricing and demand, utilization rates and revenue per route to expand our revenue base and support our network growth strategy. These efforts are intended to allow us to optimize our schedules and frequencies to important business and leisure destinations. In addition, we believe we are the airline of choice for Mexican corporations, and we intend to reach agreements with more business entities to solidify our position as the preferred carrier for business travel across our domestic and international network. By offering flights to the destinations where our premium customers want to travel when they want to travel, we believe that we will enhance our value proposition and drive growth. The other major airlines based in Mexico generally provide more limited frequency point-to-point service and predominantly serve travelers that are more price-sensitive.
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Additionally, we will continue to analyze customer preference data in order to enhance our product offering to premium customers, to grow our value proposition and customer loyalty while also attracting new high yielding customers. As we replace our E190s with new Boeing 737 MAX aircraft across our domestic network, we will significantly improve customer experience. The Boeing 737 MAX is our newest aircraft model and has exclusively designed seats, on-board Wi-Fi, high-definition screens in every seat, individual USB ports and more personal storage space than our E190s. As we increase our usage of the Boeing 737 MAX in place of E190s, our customers will have a much more consistent and much higher quality experience that will allow us to grow our revenue premium.
Continuing to drive growth through our partnerships, including with Delta and other airlines
We believe that our longstanding partnership with Delta and with SkyTeam gives us a competitive advantage unmatched by other carriers in Mexico. These partnerships offer global connectivity and more simplified travel experience to many more destinations than any of our Mexican competitors. Through our code sharing agreements with SkyTeam members, our customers currently have access to over 13,800 daily flights to 945 destinations in 145 countries, as of December 31, 2025. There is still significant untapped potential to leverage our position, to establish additional partnerships globally and profitably grow our business.
We have benefitted significantly from ten years of our partnership with Delta through the JCA, which has enjoyed antitrust immunity granted by the DOT. The JCA has provided us with significant synergies in the cross-border Mexico-U.S. aviation market. The metal neutral nature of our JCA has broadened our customer reach, increased our service options for our customers with expanded connectivity and maximized profitability by capitalizing on the strength of the Aeroméxico and Delta brands in their local points of sale. We intend to continue evaluating new initiatives with Delta to support incremental revenue growth and margin enhancement opportunities. Since January 2024, we have introduced 32 new cross-border routes, 25 out of which were operational as of December 31, 2025, from ten airports in Mexico to 18 destinations in the United States, and we increased by 6% the number of available seats in routes covered by our JCA between 2024 and 2025, widening options for passengers traveling between Mexico and the United States. Within the scope of our JCA, we and Delta offered on average approximately 83 daily flights between Mexico and the United States, which represents an increase of approximately 2.6% in departures as compared to 2024, on approximately 88 routes in 2025.
The JCA was subject to DOT review following our joint application with Delta to renew the antitrust immunity associated with it in 2022. On January 26, 2024 and July 19, 2025, the DOT issued tentative orders tentatively terminating this antitrust immunity; and on September 15, 2025, the DOT issued a final order terminating the antitrust immunity of the JCA, effective January 1, 2026. The Final Order directs us and Delta to wind down certain joint operations covered by the immunity, such as price coordination, schedule coordination, and revenue sharing, while we may still retain arm’s-length cooperation, including in code sharing, frequent flyer program reciprocity, and other joint marketing activities. In the Final Order, the DOT stated that “Delta and Aeroméxico will continue cooperating as arm’s-length commercial partners, continuing many of the benefits of the joint venture.” The DOT further stated that “even without immunity, they will still be able to provide consumer benefits through code sharing, frequent flyer program cooperation, and other joint marketing activities (activities they have engaged in for more than 30 years), which will enable them to continue to attract customers to their services.” On November 12, 2025, the United States Court of Appeals for the Eleventh Circuit granted the stay jointly requested by us and Delta relating to the Final Order. With this decision of the Eleventh Circuit, the effectiveness of the DOT’s Final Order is stayed pending the resolution of the judicial review. On December 29, 2025, Delta and Aeroméxico filed their opening brief before the Eleventh Circuit in connection with the judicial review of the DOT’s Final Order. If the stay is overturned, we believe that our ongoing relationships with Delta in aspects that can be continued in full compliance with the antitrust laws, combined with the benefits of our broader network and operational strengths, will continue to support our growth, even though we may need to modify certain of our practices that were built around the antitrust immunity aspects of the JCA and the efficiencies flowing from the antitrust immunity with Delta since 2017 may be terminated. For more information about the Final Order and its impact on our business, see “Item 3. Key Information—D. Risk Factors—Risks Related to Our Business—We benefit from strategic alliances, and our results would be adversely affected if our alliances were interrupted” and “Item 4. Information on the Company—B. Business Overview—Partnerships and Alliances.”
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Given the success of our JCA with Delta, we see further opportunities for similar bilateral partnerships with other airlines across South America, Europe and Asia. For example, between 2020 and 2024, we entered into strategic code sharing agreements with LATAM, giving our loyal customers additional south bound destinations in Ecuador and Peru. We are expanding that list of destinations under those agreements. Those partnerships also provide loyalty program reciprocity and lounge access in certain locations. We believe there are meaningful growth prospects in broadening our code sharing with LATAM and enhancing connectivity throughout the Americas.
Additional partnerships will help us widen our network reach and increase service connectivity, while still operating under our lower cost structure. We believe this combination will allow for meaningful incremental growth and enhanced profitability.
Expanding our leading loyalty program, Aeroméxico Rewards
Aeroméxico Rewards is Mexico’s leading loyalty program with approximately 13.9 million members as of December 31, 2025. Aeroméxico Rewards membership has grown by approximately 78.4% between December 31, 2020 and 2025, and by approximately 11.7% between December 31, 2024 and 2025. Our program is designed to build lifetime engagement with our highest-value customers through a combination of point-based rewards and a comprehensive suite of elite travel benefits. We offer unique point accrual and redemption opportunities across our partners, the most important being the ability to redeem for air travel on Aeroméxico and our other airline partners worldwide.
In July 2022, we completed the acquisition of most of Aimia’s minority stake in Club Premier, currently known as Aeroméxico Rewards, to obtain control over PLM, which unlocked our ability to establish a direct relationship with our customers and members and allowed us to offer a streamlined digital experience and enhanced portfolio of redemption options that accelerated our customer engagement. This program has enabled us to expand program’s penetration and drive additional premium revenue to Aeroméxico. In addition, as part of our reorganization, we transformed our loyalty program from a distance-based to revenue-based accrual program to attract, incentivize, and reward our most valuable and loyal customers and increase the value proposition for individuals flying shorter distances. We continue to explore additional initiatives that will drive growth for Aeroméxico while also delivering more value to our customers, including through cross-selling services. We believe that these initiatives will support further membership growth in the program, which we also plan to supplement with marketing campaigns on our website and at airports.
Our Aeroméxico Rewards program also benefits from long-term growth in the underpenetrated Mexican loyalty and credit card markets. Our membership base as of December 31, 2025, accounted for approximately 10.5% of the total Mexican population, based on a 2025 estimate. Based on precedent examples across the globe, we believe there is significant room for continued expansion. By comparison, in 2024, LATAM Airlines’ loyalty program, LATAM Pass, accounted for approximately 13% of the population in the relevant geographies where the program operates (Argentina, Brazil, Chile, Colombia, Ecuador and Peru), Avianca’s LifeMiles accounted for approximately 23% of the population in Colombia and Qantas’ Loyalty accounted for 60% of Australia’s population. Additionally, the credit card market in Mexico remains underpenetrated, relative to that of other developed and emerging economies. According to the IMF, in Mexico, the average number of credit cards per adult is approximately 0.4x compared to 0.8x, and 1.4x in Chile and Brazil, respectively, in 2024. As the unbanked population in Mexico continues to diminish with the aid of smartphones and financial technology companies, the eventual sophistication of consumers will drive an increase in the origination and usage of credit cards with travel benefits. Even a modest increase in the per capita credit card rate in Mexico could result in significant growth in our co-branded credit cards.
Enhancing Revenue Premium Through Product Differentiation and Personalization
We have undertaken a transformation of our product offering and the way it is displayed, segmented, and priced. Leveraging modern technology, we now present customers with a more clearly defined and differentiated value proposition across our cabin classes-Economy, AM+, Premier, and Premier One-which enables initial segmentation through differentiated pricing and service attributes. Within each cabin class, we offer a range of branded fare families-Basic, Classic, and Flex-designed to reflect varying customer preferences and willingness to pay. These fare families differ by attributes such as carry-on allowance, checked baggage, seat selection, and ticket flexibility, providing additional differentiation across service levels.
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We also continue to expand our ancillary revenue portfolio through the use of New Distribution Capability (“NDC”) standards and emerging technologies to develop and distribute value-added services, including lounge access, priority boarding, and pet transportation. These offerings support our strategy of addressing a broad range of customer needs through customizable options that enhance the travel experience.
Our revenue management systems have been enhanced through the integration of advanced data analytics and customer behavior insights, allowing for more accurate alignment of pricing with perceived customer value across fare classes. We have supported these efforts through investment in personnel, processes, and analytical tools, which enable a more dynamic and precise approach to inventory and price optimization. These capabilities are intended to strengthen our competitive positioning relative to both full-service and low-cost carriers.
We are also in the process of piloting continuous pricing models powered by artificial intelligence. These dynamic pricing strategies are intended to unlock additional revenue potential while offering customers a broader range of price points and product options tailored to their individual needs and preferences.
Our Route Network
As of December 31, 2025, we offer service to 51 international cities in 23 countries and 48 domestic destinations, including every major city in Mexico. The map below represents our international route network as of the date of this annual report, including operational and recently announced routes.
Main International Routes(1)
(1) The map does not show all international routes. It includes only the main operational and recently announced international routes, including seasonal routes, in terms of transported passengers and passenger revenue.
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Our History
Our company was founded in 1934 as Aeronaves de México, S.A. de C.V., or Aeronaves. Highlighted below are summary descriptions of certain significant events since our founding:
• 1957: We began flying to New York City and Los Angeles and subsequently expanded by adding operating routes to Spain and France.
• 1959: The Mexican government nationalized Aeronaves.
• 1971: The company began operating under the commercial name “Aeroméxico.”
• 1988: Aeronaves declared bankruptcy and suspended its operations as a result of a significant decrease in demand for air travel in Mexico during the 1980s and a strike by its employees in April 1988. Also in 1988, the Mexican government incorporated Aeroméxico, which then acquired substantially all of the assets of Aeronaves, and the company recommenced operations on a limited number of routes.
• 1991: We launched our Club Premier frequent-flyer program, currently known as Aeroméxico Rewards, the first loyalty program by a Mexican airline.
• 1994: As a result of a financial and operational restructuring, we became a subsidiary of Cintra, S.A. de C.V., or Cintra, a Mexican government-controlled entity.
• 2002: Grupo Aeroméxico was incorporated as the holding company of Aeroméxico’s operations.
• 2011: Grupo Aeroméxico completed its initial public offering in Mexico on the BMV.
• 2012: Delta acquired approximately 30.2 million shares, representing 4% of our equity capital.
• 2015: We entered into a JCA with Delta to deepen joint collaboration on Mexico-United States flights, leading to a lasting commercial relationship with Delta. The JCA includes code sharing agreements, frequent-flyer reciprocity and shared privileges such as access to VIP lounges.
• 2017: Delta launched and completed a tender offer to acquire up to 32% of the shares and settled derivative contracts acquired in 2014 and 2015 for an additional 13% stake, reaching an approximately 49% equity stake.
• 2018: We restructured our fleet and launched a cost optimization program. By this time, Citigroup had sold the majority of its equity stake in our company. Due to share repurchases pursuant to a share repurchase program, Delta’s equity state increased to 51% of our outstanding shares by 2018, subject to the 49% voting limitation imposed under the Mexican Foreign Investment Law.
• 2020: As a result of the COVID-19 pandemic and decrease in demand for passenger air travel, we made substantial changes to our operations and reduced our service offerings. We also filed for voluntary protection under Chapter 11 of the U.S. Bankruptcy Code.
• 2022: We emerged from our Chapter 11 proceedings, satisfying the restructuring plan and completing our exit financing.
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• 2022: We obtained control over Club Premier loyalty program, currently known as Aeroméxico Rewards, which had approximately 13.9 million members as of December 31, 2025. We also started the delisting process of our pre-emergence shares on the BMV.
• 2023: We started to see the benefits of our Chapter 11 restructuring efforts and accomplished better results for the year than in any prior year. Standard & Poor’s Global Ratings and Moody’s Investors Service upgraded our credit ratings with a positive outlook.
• 2024: We registered our shares in the RNV, and consequently, we were transformed from Sociedad Anónima Promotora de Inversión, or S.A.P.I, into an S.A.B. de C.V.
• 2025: We conducted our initial public offering in the United States and listed ADSs representing our shares in the NYSE.
Chapter 11 Emergence
In 2020, as a result of the COVID-19 pandemic downturn, we and certain of our affiliates filed voluntary Chapter 11 petitions before the U.S. Bankruptcy Court in the Southern District of New York. Our shareholders approved the restructuring plan in January 2022, and we obtained the U.S. Bankruptcy Court’s approval of the restructuring plan on February 4, 2022. On March 17, 2022, we announced that the conditions precedent to consummate the restructuring plan had been satisfied, and we emerged from Chapter 11 as of that date.
As a result of the restructuring plan, we increased our capital stock to equitize claims and issue equity in relation to new money investment, conducted a reverse stock split and designated new board members. Also, key investors funded new exit debt As a result of the equity and debt capital contributions from investors in connection with the Chapter 11 proceedings, we received access to $1.5 billion in new capital as part of the restructuring plan. On December 22, 2022, the U.S. Bankruptcy Court issued a final decision closing the Chapter 11 proceedings, as the restructuring plan was substantially consummated and the distributions for most of the eligible claims have been made. On November 14, 2024, we redeemed in full $662.5 million of outstanding exit financing notes, at a redemption price of 104.250%, plus interest, additional amounts and premiums.
Tender Offer
In 2022, we obtained CNBV’s authorization to launch a tender offer to purchase, at a price of Ps.184.78, or approximately $10.60, per share up to 11,535,328 shares representing approximately 8.46% of the total outstanding shares prior to the conclusion of the Chapter 11 proceedings with the purpose of delisting all of the shares from the BMV and subsequently cancelling the registration of the pre-emergence shares in the RNV. On December 13, 2022, the CNBV issued an official notification cancelling the registration with the RNV of the Company’s shares. As a result, we were required to create a trust with sufficient funds to acquire the pre-emergence shares at the tender offer purchase price from any investor who did not participate in the tender offer before its expiration. The trust was terminated on July 31, 2023. Pursuant to Mexican law, we ceased to be an S.A.B. de C.V., in connection with the cancellation of the registration of our shares in the RNV.
Ahead of our initial public offering, on April 30, 2024, our shareholders approved the amendment to our bylaws to reflect a capital structure of an S.A.B. de C.V. On July 26, 2024, the CNBV authorized the registration of our shares in the RNV, and we became an S.A.B. de C.V. company.
Our Business
General
We provide public air carrier services for passengers and goods, including charter and cargo services, domestically within Mexico and internationally. Together with our air carrier passenger services, we manage our Aeroméxico Rewards loyalty program, which offers numerous benefits to our customers.
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In addition to our domestic routes, we leverage Mexico’s central geographical location to connect the Americas with the rest of the world through international and long-haul routes. We have partnerships with other airlines, mainly through our Delta relationship and our membership in the SkyTeam Alliance, which allow us to benefit from code sharing agreements that extend our reach throughout the globe, frequent flyer program reciprocity, access to VIP lounges and shared marketing efforts. Through this business model, we have created a leading Latin American aviation franchise and established a strong presence on significant international routes to and from Mexico. We believe that in Mexico, we are the preeminent legacy airline with a loyal client base and substantial brand recognition.
Our air carrier services consist of:
• scheduled passenger air carrier services, which include domestic and international ticket sales and ancillary passenger revenues (which consist primarily of revenue from seat upgrades and add-on services, such as excess baggage fees);
• cargo air carrier services; and
• other services.
As the only FSC based in Mexico, we have a products and services portfolio focused on specific customer segments. We operate two airline brands:
• Aeroméxico; and
• Aeroméxico Connect.
Aeroméxico, our main airline brand, operates mainly on high-density routes, such as international routes and among the Mexican business triangle between Mexico City, Guadalajara and Monterrey. Internationally, we have reinforced the Aeroméxico brand by focusing our marketing strategy on business travelers and on business routes between Mexico and international destinations, mainly the United States. Aeroméxico Connect is our brand for low-density, short-haul markets, and covers mostly domestic destinations within Mexico.
In addition to our airline brands, we offer aviation-related services to Aeroméxico and to Aeroméxico Connect, as well as to unrelated third parties, through our subsidiaries such as training services through our subsidiary AM Formación; air cargo transportation services through our subsidiary Aeroméxico Cargo; and the management of our loyalty program through our subsidiary PLM.
Passenger air carrier services
As of December 31, 2025, we operated approximately 535 scheduled passenger flights per day on average, flying to 48 domestic destinations and 51 international destinations from Mexico, including 25 in the United States, three in Canada, seven in South America, nine in Central America and the Caribbean, five in Europe and two in Asia. In addition, we resumed the route to Seoul, South Korea in the third quarter of 2024. In 2025, revenue from international and domestic passenger flights represented 63.3% and 36.7%, respectively, of our passenger revenue in the period. In 2024, revenue from international and domestic passenger flights represented 60.1% and 39.9%, respectively, of our passenger revenue in the year. Our passenger air carrier services are sought out by our customers, particularly by business travelers, due to our network, our customer service, leading loyalty program, the high frequency of our services, our record for on-time performance and schedules designed to make possible same-day round-trip flights to a variety of business destinations in Mexico and the United States. Our passenger air carrier operations include ancillary services, such as sales of non-flight items such as seat upgrades, preferred seats and add-on services (excess baggage and other fees charged to passengers).
We operate our passenger air carrier service pursuant to concessions granted by the SICT. See “Item 4. Information on the Company—B. Business Overview—Regulation—Regulation of the Mexican Airline Industry—Concession for the Provision of Domestic and Regular Air Transportation Services” for additional information about the terms of our concessions.
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Domestic services
According to the AFAC, as of December 31, 2025, 2024 and 2023, we had a 25%, 28% and 28% share of the domestic Mexican market, respectively, measured by passenger traffic. In 2025, 2024 and 2023, we transported 15.9 million, 17.0 million and 17.5 million passengers on domestic flights within Mexico, respectively.
International services
According to the AFAC, as of December 31, 2025, 2024 and 2023, we had a 14%, 14% and 13% market share for passengers traveling between Mexico and international destinations. These international destinations include the United States, Canada, Central America and the Caribbean, South America, Asia and Europe. International passenger operations, including through our partnership with Delta, represented 21%, 21% and 20% market share of our scheduled and charter operations in 2025, 2024 and 2023, according to the AFAC. In 2025, 2024 and 2023, we transported approximately 12.6 million, 12.4 million and 11.1 million passengers on international flights operated by us and through our partnership with Delta.
Cargo services
Cargo business represented 5.8% and 5.3% of our total revenue in 2025 and 2024, respectively. Our cargo operations are managed by our wholly owned subsidiary Aeroméxico Cargo. Our cargo business consists of:
• domestic and international cargo transport using the belly capacity of passenger aircraft in our scheduled passenger flights; and
• cargo transport by other airlines, through inter-airline agreements, which allows us to deliver cargo to destinations that are not covered by our scheduled passenger flights network.
Other operations
In addition to our passenger and cargo air transportation business, we also engage in other businesses, including provision of services, such as:
• training by our subsidiary AM Formación; and
• franchise systems (through which we operate Aeroméxico travel stores in various locations in Mexico).
We also offer vacation packages to our customers through Aeroméxico Vacations, formerly known as Gran Plan. Through this service, customers have the opportunity to purchase vacation travel packages that include flight, hotel and/or car rental combinations at a discounted price compared to the cost of purchasing the products separately.
The table below sets forth certain information relating to revenues generated by our relevant service categories for the periods indicated:
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For the Year Ended December 31,
2025 % of revenue 2024 % of revenue Variation 2023 % of revenue Variation
(in millions of U.S.$, except percentages)
Passenger Revenue
Passengers 4,305.2 80.3 % 4,504.8 80.2 % (4.4 )% 4,042.8 82.2 % 11.4 %
Ancillaries 555.3 10.4 % 646.1 11.5 % (14.1 )% 461.4 9.4 % 40.0 %
Total passenger revenue 4,860.5 90.7 % 5,150.9 91.7 % (5.6 )% 4,504.2 91.6 % 14.4 %
Non-ticket revenue
Air cargo 312.4 5.8 % 296.1 5.3 % 5.5 % 269.9 5.5 % 9.7 %
Other 187.7 3.5 % 172.9 3.1 % 8.6 % 142.0 2.9 % 21.7 %
Total non-ticket revenue 500.1 9.3 % 469.0 8.4 % 6.6 % 411.9 8.4 % 13.9 %
Total revenue 5,360.6 100 % 5,619.8 100.0 % (4.6 )% 4,916.1 100 % 14.3 %
In 2025, revenue from international and domestic operations represented 63.3% and 36.7% of our total revenue, respectively. In 2024, revenue from international and domestic operations represented 60.1% and 39.9% of our total revenue, respectively. In 2023, revenue from international and domestic operations represented 58.6% and 41.4% of our total revenue, respectively. The table below presents our revenue per geographical region.
For the Year Ended December 31,
2025 2024 Variation 2023 Variation
(in millions of U.S.$, except percentages)
International 3,393.7 3,377.9 0.5 % 2,879.3 17.3 %
Domestic 1,966.9 2,242.0 (12.3 )% 2,036.8 10.1 %
Total 5,360.6 5,619.9 (4.6 )% 4,916.1 14.3 %
Our Routes
We offer multiple flights every day to an extensive list of business and leisure destinations internationally and domestically within Mexico. Our destinations include Mexico City, Monterrey, Guadalajara, Cancún, New York City, Los Angeles, Madrid, London, Paris, Amsterdam, Bogotá, São Paulo, Santiago, Lima, Buenos Aires and Seoul. In 2026, we expect to add new routes connecting Mexico City to Barcelona and Monterrey to Paris. In addition to our Aeroméxico brand, our domestic and regional arm, Aeroméxico Connect, solidifies our domestic footprint and increases our network by offering routes that connect with Aeroméxico’s international long-haul flights.
Our route network, our aircraft maintenance and other facilities are designed around a hub-and-spoke model, with MEX serving as the central hub. The map below shows our international route network, including operational and recently announced routes:
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Main International Routes(1)
(1) The map does not show all international routes. It includes only the main operational and recently announced international routes, including seasonal routes, in terms of transported passengers and passenger revenue.
Our Fleet
Aircraft
The table below shows the number of aircraft in our fleet, including leased and owned aircraft, as of the dates indicated:
As of December 31,
2025 2024 2023
Aeroméxico
B787 22 22 20
B737-800-NG 34 34 35
B737-8 MAX 45 37 33
B737-9 MAX 30 21 18
Subtotal 131 114 106
Aeroméxico Connect
E190 34 34 40
Total(1) 165 148 146
(1) Excludes (i) five owned B737-700-NG aircraft which, as of December 31, 2025, were not flown in revenue passenger service and are being maintained to source spare engines and (ii) one leased B787 aircraft which, as of December 31, 2025, was in delivery process and started operating in 2026.
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Our route network ranges from short-haul domestic routes to transcontinental long-haul flights, and we operate different types of aircraft depending on the characteristics of each route. We assign aircraft types to routes based on a combination of factors, including aircraft range, flight frequency and cost efficiency. We have selected our aircraft based on their ability to provide services effectively and efficiently on these routes, and also in order to gain operational and cost efficiencies related to having a limited number of aircraft types that we operate.
Our fleet consists entirely of Boeing and Embraer aircraft. By using only aircraft from these two suppliers, we reduce our costs and improve efficiency by simplifying our maintenance needs and requiring our pilots to be trained to fly only a limited number of aircraft types.
As of the date of this annual report, we operate three types of aircraft in our fleet:
• The Boeing 787 Dreamliner family of aircraft, consisting of:
• the B787-8, designed for 243 passengers and an approximate range of 8,400 miles; and
• the B787-9, designed for 274 passengers and an approximate range of 8,700 miles;
• the Boeing 737 family of aircraft, consisting of:
• the B737-8 MAX, designed for 162-178 passengers and an approximate range of 4,000 miles;
• the B737-9 MAX, designed for 178-193 passengers and an approximate range of 3,800 miles;
• the B737-800-NG, designed for up to 186 passengers and an approximate range of 3,500 miles; and
• the E190, designed for 99 passengers and an approximate range of 2,800 miles.
For short- and medium-haul domestic and international flights, we operate Boeing 737 and E190 aircraft. For long-haul passenger flights, we operate Boeing 787 Dreamliner aircraft.
In 2025, we added eight B737-8 MAX, nine B737-9 MAX and one Boeing 787 Dreamliner to our operational fleet. In 2024, we added four B737-8 MAX, three B737-9 MAX and two Boeing 787 Dreamliners to our operational fleet. In 2023, we added six aircraft to our fleet, one Boeing 787 Dreamliner and five Boeing 737 MAX aircraft.
We expect to lease at least five new aircraft between 2026 and 2027, of which three will be Boeing 737 MAX aircraft and two will be Boeing 787 Dreamliner aircraft.
As of December 31, 2025, we had 165 passenger aircraft in our operating fleet, of which 137 aircraft were leased, 26 aircraft were subject to finance lease agreements and two aircraft were owned by us. In 2025, one of our operating leases was converted into finance leases. As of December 31, 2024, we had 148 passenger aircraft in our operating fleet, of which 122 aircraft were leased, 24 aircraft were subject to finance lease agreements and two aircraft were owned by us. In 2024, we paid off two of our aircraft finance leases. As of December 31, 2023, we had 146 passenger aircraft in our operating fleet, of which 136 were leased and 10 aircraft were subject to finance lease agreements.
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Engines
In addition to our aircraft fleet, we also maintain an inventory of leased spare engines in order to minimize aircraft downtime for maintenance issues. These spare engines are used as replacements when our aircraft’s operating engines are removed for heavy maintenance. As we have expanded our Boeing 737 MAX fleet over the past three years, we have also increased our inventory of replacement engines that can be used on these aircraft. As of December 31, 2025, we had 39 total engines, of which 36 of them were under lease arrangements, with the last lease expiring in 2037. The table below shows the number of leased spare engines in our fleet as of December 31, 2025:
As of December 31, 2025
Engine type
Leased engines
CF34-10 10
CFM 56 1
LEAP 11
GENX 6
Total leased engines(1) 28
Owned engines
CFM 56 10
CF34-10 1
Total owned engines 11
Total(1) 39
(1) Excludes four CFM 56 engines, three CF34-10 engines and one LEAP engine that were in redelivery process to the lessor as of December 31, 2025.
As a result of our Chapter 11 proceedings and reorganization process, we were able to favorably renegotiate the terms of our long-term maintenance arrangements with the manufacturers of the engines for our fleet of Boeing 737 MAX and Boeing 787 Dreamliner aircraft, CFM and GE, respectively. We amended the terms of the relevant agreements to reflect our updated fleet plan (including purchases from Boeing) and to re-set the pricing for the maintenance of the related engines (LEAP 1-B engines for the Boeing 737 MAX and gEnx-1 B74/75 engines for the Boeing 787 Dreamliner aircraft). These engine maintenance agreements generally provide for relatively modest monthly payments to the manufacturers based on engine utilization and serve to lock in pricing for future heavy maintenance services based on pre-agreed rates. They also provide for access to spare engines from the manufacturer in certain circumstances in the event flight activities are impacted while engines are undergoing heavy maintenance. The agreements require that we maintain at all times a set ratio of spare engines to total engines in the fleet. As part of the renegotiation of the agreement with CFM, we agreed to purchase additional LEAP 1-B spare engines to ensure maintenance of the required spare engine ratios given the growth of our Boeing 737 MAX fleet during our Chapter 11 proceedings.
Aircraft lease agreements
We lease the vast majority of our aircraft and spare engine fleet through operating lease agreements with a variety of established international aircraft leasing companies pursuant to which we pay monthly rent. The market for aircraft leasing and financing is active and not concentrated among few entities. We have lease agreements with more than 20 of the principal international aircraft lessors. This approach reduces the risks associated with leasing assets from a small group of lessors.
We believe that in general our aircraft and spare engine lease agreements include terms, conditions and covenants that are customary for similarly situated airlines. All of our operating lease agreements have similar structure and similar terms and conditions, which are customarily accepted in the aircraft leasing industry. These terms and conditions include usual delivery and redelivery conditions, conditions precedent, conditions subsequent, lessor and lessee covenants, insurance requirements, indemnity provisions and representations and warranties. As of December 31, 2025, 137 of our aircraft, only one of which was not operational, were subject to operating lease agreements.
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We also have aircraft finance leasing agreements supported by EXIM guarantees pursuant to which we follow a periodic schedule of interest and principal payments and have the option to acquire the aircraft at the end of the leasing period. These agreements were renegotiated during our Chapter 11 proceedings through omnibus financing agreements that may cover more than one aircraft. The interest rate of our finance leasing agreements is fixed. As of December 31, 2025, eight of our aircraft were subject to financing agreements classified as financial debt under IFRS, and the aggregate outstanding amount under these financing agreements was $71.9 million. The outstanding amount for each of our three aircraft financing agreements classified as financial debt under IFRS was $55.2 million, $13.9 million and $2.8 million. As of December 31, 2024, the aggregate outstanding amount under these financing agreements was $107.5 million, and the outstanding amount for each of our three aircraft financing agreements classified as financial debt under IFRS was $71.4 million, $24.9 million and $11.2 million. As of December 31, 2023, 10 of our aircraft were subject to these financing agreements, and the aggregate outstanding amount under these financing agreements was $142.1 million. The outstanding amounts for each of our three aircraft financing agreements were $87.1 million, $35.5 million and $19.5 million. We believe that our aircraft finance leasing agreements supported by EXIM guarantees include terms, conditions and covenants that are customary for EXIM financing of similarly situated airlines.
Our leases generally require that we pay a cash security deposit or provide a letter of credit in an amount equal to approximately one to two months’ rent. We also commit to operate, register, insure and maintain the aircraft and the lessor’s rights therein in accordance with specific requirements outlined in each lease, and to return the aircraft in compliance with the redelivery conditions included in the lease. We are also generally required to provide our lessors with certain financial information and to inform them of the operational and maintenance status of the aircraft from time to time. Our leases in most cases also include obligations to maintain our corporate existence and limitations on our ability to merge into another entity or transfer all or substantially all of our assets or to sublease or otherwise transfer possession of the aircraft. Our leases also include obligations to indemnify the lessor for certain taxes and for losses they may incur as a result of our operation of the aircraft. Our lease agreements include events of default that we believe are customary in the industry, such as non-payment of rent, failure to fulfill insurance requirements, breach of covenants, insolvency and similar occurrences and cross defaults to other indebtedness and to other leases with the same lessor. Upon the occurrence of an event of default, subject to applicable grace periods, the lessor has the right to terminate the lease and to take possession of the aircraft or spare engine.
The table below shows information about our leased aircraft and aircraft subject to financing as of December 31, 2025:
Number of aircraft % of total aircraft Aircraft average age
Leased aircraft
Aeroméxico Connect 17 10.3 % 16.2
Aeroméxico 120 72.7 % 6.0
Financed aircraft
Aeroméxico Connect(1) 17 10.3 % 15.6
Aeroméxico(2) 9 5.5 % 12.7
Owned aircraft
Aeroméxico 2 1.2 % 19.3
Total(3) 165 100 % 8.6
(1) Consists of finance leases of E190 aircraft that are not considered financial debt pursuant to IFRS 16.
(2) Consists of (i) eight finance leases considered as financial debt pursuant to IFRS 16 and supported by EXIM guarantees; and (ii) one finance lease not considered as financial debt pursuant to IFRS 16.
(3) Excludes (i) five owned B737-700-NG aircraft which, as of December 31, 2025, were not flown in revenue passenger service and are being maintained to source spare engines and (ii) one leased B787 aircraft which, as of December 31, 2025, was in delivery process and started operating in 2026.
In response to the significant decrease in passenger traffic during the early days of the COVID-19 pandemic and our Chapter 11 proceedings, we renegotiated the financial terms of our lease and aircraft financing agreements. We agreed with our aircraft and spare engine lessors to suspend rent payments under our lease agreements for specified periods of time. These deferral agreements were structured as amendments to our existing lease agreements, according to which the rent due to the relevant lessor was deferred, in whole or in part, for a certain period and then restructured to be repaid in instalments, plus interest, later.
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During our Chapter 11 proceedings, we were able to successfully restructure and renegotiate all of our aircraft and spare engine leases and to enter into new leases for additional aircraft on favorable economic and legal terms, reflecting the market conditions during the COVID-19 pandemic. Out of our 137 leased aircraft in operation as of December 31, 2025, 81 are subject to leases that were renegotiated during the Chapter 11 proceedings and 56 are subject to new leases entered into during or after the COVID-19 pandemic. These restructured and new leases are significantly homogeneous across our fleet in terms of structure, contractual terms and covenants than before our Chapter 11 proceedings. We believe that the substantial homogenization of our lease agreements achieved during this process has helped and will continue to help us reduce technical, administrative and legal costs.
As a result of our Chapter 11 proceedings, across our renegotiated leases, the major improvements to the terms included:
• PBH periods: to account for the substantial decline in demand during the COVID-19 pandemic, for a determined period, the monthly rent payment consisted of a formula based on the actual hourly usage of the aircraft and its engines. To protect against passenger traffic uncertainty after the COVID-19 pandemic, the PBH period lease was capped and applicable until the termination of the PBH period or until passenger traffic levels met certain levels, whichever occurred first. The last of our PBH period expired in December 2023;
• Revised fixed rent rates: we renegotiated the fixed rent applicable after the termination of the PBH period, Given the market conditions, uncertainties during the COVID-19 pandemic and low demand for aircraft rentals, the fixed rent rates that we were able to renegotiate were lower than the rates prior to the COVID-19 pandemic. These fixed rent rates are applicable until the expiration of the respective lease agreement; and
• Improved maintenance reserves and better redelivery conditions: requirements to pay maintenance reserves to lessors under our lease agreements were eliminated, which allowed us to improve our liquidity. In addition, we were able to renegotiate mirror in/mirror out redelivery conditions, which consist of the method to calculate the compensation due as a result of airframe and engine maintenance and depreciation, upon the termination of the lease. Under the renegotiated agreements, we agreed with our lessors to return the aircraft in similar conditions in which the aircraft was at the moment when the leases were renegotiated, instead of at the original delivery date under the lease, which reduces our redelivery costs.
The schedule payment of our aircraft finance agreement was also renegotiated, and we refinanced our outstanding balance and interest rates under these agreements.
Because of the prevailing market uncertainty at the time, our aircraft leases entered into during or immediately after the COVID-19 pandemic have rental rates that are substantially lower than pre-COVID-19 pandemic levels. The fixed rent under these agreements is applicable until the expiration of the respective lease agreement.
Our leases generally require that we pay a cash security deposit or provide a letter of credit in an amount equal to approximately one to two months’ rent. We also commit to operate, register, insure and maintain the aircraft and the lessor’s rights therein in accordance with specific requirements outlined in each lease, and to return the aircraft in compliance with the redelivery conditions included in the lease. We are also generally required to provide our lessors with certain financial information and to inform them of the operational and maintenance status of the aircraft from time to time. Our leases in most cases also include obligations to maintain our corporate existence and limitations on our ability to merge into another entity or transfer all or substantially all of our assets or to sublease or otherwise transfer possession of the aircraft. Our leases also include obligations to indemnify the lessor for certain taxes and for losses they may incur as a result of our operation of the aircraft. Our lease agreements include events of default that we believe are customary in the industry, such as non-payment of rent, failure to fulfill insurance requirements, breach of covenants, insolvency and similar occurrences and cross defaults to other indebtedness and to other leases with the same lessor. Upon the occurrence of an event of default, subject to applicable grace periods, the lessor has the right to terminate the lease and to take possession of the aircraft or spare engine.
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Aircraft purchase agreements
In 2002, we entered into a general terms agreement with Boeing, which sets out the general terms and conditions that are then incorporated into the aircraft specific purchase agreements we have entered into with Boeing for specific aircraft types. As of the date of this annual report, we have no pending obligations or available purchase options under any aircraft purchase agreement.
Maintenance
The maintenance on our aircraft fleet consists of three main types:
• airframe line maintenance;
• airframe heavy maintenance;
• engine maintenance; and
• components overhaul and repair.
Airframe line maintenance
Airframe line maintenance consists of routine scheduled inspections of our aircraft, including:
• 48-hour, weekly and overnight services;
• “A” and “B” services; and
• diagnostics and routine repairs.
We provide airframe line maintenance service directly, through our own Aeroméxico and Aeroméxico Connect employees, on Aeroméxico and Aeroméxico Connect aircraft, respectively, at our MEX maintenance facilities and all of our domestic stations. Our Aeroméxico facilities in MEX are certified by the AFAC and FAA and accommodate up to seven wide-body aircraft and 27 narrow-body aircraft, whereas our Aeroméxico Connect facilities are certified by the AFAC and accommodate nine regional jets. In addition to our MEX facilities, we have maintenance hangars in Guadalajara and Monterrey. For maintenance in international destinations, we use a combination of our own employees and contractors, as needed depending on the operations volume in each destination.
We provide airframe line maintenance service primarily to our aircraft. All maintenance services performed on our aircraft at airports in Mexico are performed by our personnel, while maintenance services at international airports may be performed by our personnel, third parties supervised by our personnel or exclusively by third parties, depending on the airport. Our maintenance facilities at MEX also feature specialized repair shops designed to accommodate components and emergency equipment, as well as representatives from our main manufacturers, including Boeing, Embraer and GE. Certain line maintenance services may be provided by third-party contractors at international stations.
Airframe heavy maintenance
Airframe heavy maintenance consists of more complex inspections and tests, including:
• “C” checks; and
• other aircraft services that typically require more than a four-day visit to our maintenance facilities.
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The airframe heavy maintenance of our leased and purchased aircraft is performed by third-party providers. Previously, TechOps MX, our affiliate, performed most of the airframe heavy maintenance services on our narrow-body aircraft. In September 2022, we entered into agreements with MRO Holdings, an aviation services provider specializing in maintenance, repair and overhaul services, for the lease of facilities and sale of TechOps MX operating assets, to MRO Mexico, a subsidiary of MRO Holdings. Under the agreement, MRO Mexico is responsible for providing aircraft modification, maintenance, repair, overhaul and storage services. As we contract higher-maintenance capacity with MRO Mexico, the terms of this agreement become more favorable to us. The agreement permits us to receive these services from other third-party providers acceptable to the company in case of default by MRO Mexico. Airframe heavy maintenance for our aircraft is currently conducted by MRO Mexico, and, following the sale of TechOps MX, the relevant service arrangements continue in effect on similar commercial terms, except for that their duration was extended.
Engine maintenance
We have PBH engine maintenance contracts for our Boeing 787 Dreamliner GENx engines and our Boeing 737 MAX LEAP engines. GE is our exclusive supplier for our Boeing 787 Dreamliner aircraft engines and CFM is our exclusive supplier for our Boeing 737 MAX aircraft engines. We may get the engines from other suppliers, not only from the manufacturer. These PBH agreements have two price components:
• a price rate per Engine Flight Hour, or EFH, fixed monthly; and
• a rate per EFH charged only when the engine goes through a qualified Performance Restoration, or PR.
The EFH rate is multiplied by the number of hours of engine utilization since the relevant engine was new or since its most recent PR.
We believe these PBH engine maintenance arrangements with the OEMs temporarily provide us with more favorable and predictable pricing for, as well as accessibility to, engine maintenance over the lifetime of the engines than other alternatives in the market. Our long-term maintenance agreements with GE and CFM generally provide that the manufacturer may terminate such agreements in the event we fail to make payments when due thereunder (subject to grace periods) and in the event the number of the particular type of engines we operate falls below certain minimum levels. In addition, either party has the right to terminate the agreement in the event of a material breach by the other party (subject to grace periods).
Component overhaul and repair
Major repair to certain components, including engines, auxiliary power units, or APUs, and landing gear, is performed by third-party providers outside of Mexico. For the repair of these components, we enter into agreements with the OEMs and approved MRO facilities. We currently have 19 component overhaul and repair agreements. Our overhaul and repair agreements include temporary PBH provisions and cost per-cycle agreements covering wheels and brakes, landing gears overhaul services and inflight entertainment equipment support. These agreements have varying terms from 2023 to 2037 and cover components such as landing gear, wheels and brakes and other aircraft and engine components.
Airport Facilities and Operations
Mexican airports
Our main hub is located at MEX, and we also operate at other airports in and outside of Mexico. We operate hangars, aircraft parking and other airport service facilities at MEX and other Mexican airports through concessions granted by the AFAC.
Our operations at each airport are conducted under agreements with the respective airport’s operator. Our principal airport operations agreements with respect to Mexican airports include:
• our airport services agreement, dated November 30, 2023, between us and Aeropuerto Internacional de la Ciudad de México, S.A. de C.V. (which operates MEX);
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• our airport services agreement, dated September 30, 2022, between us and Aeropuerto Internacional Felipe Ángeles, S.A. de C.V. (which operates NLU);
• our airport services agreement, dated March 8, 2024, between us and Aeropuertos y Servicios Auxiliares to service the following airports: Ciudad Obregón, Colima, Ciudad del Carmen, Campeche; Chetumal, Ciudad Victoria, Guaymas, Ixtepec, Loreto, Matamoros, Nuevo Laredo, Nogales, Poza Rica, Puerto Escondido, Puebla, Tehuacán, Tamuín, and Uruapan;
• our airport services agreement, dated January 2, 2012, between us and Aeropuerto de Aguascalientes, S.A. de C.V., Aeropuerto del Bajío, S.A. de C.V., Aeropuerto de Guadalajara, S.A. de C.V., Aeropuerto de Hermosillo, S.A. de C.V., Aeropuerto de La Paz, S.A. de C.V., Aeropuerto de Mexicalli, S.A. de C.V., Aeropuerto de Morelia, S.A. de C.V., Aeropuerto de Puerto Vallarta, S.A. de C.V., Aeropuerto de San José del Cabo, S.A. de C.V. and Aeropuerto de Tijuana, S.A. de C.V., subsidiaries of Grupo Aeroportuario del Pacifico;
• our airport services agreement, dated July 1, 2005, as amended from time to time, between us and Aeropuerto de Cancún, S.A. de C.V., Aeropuerto de Cozumel, S.A. de C.V., Aeropuerto de Huatulco, S.A. de C.V., Aeropuerto de Mérida, S.A. de C.V., Aeropuerto de Minatitlan, S.A. de C.V., Aeropuerto de Oaxaca, S.A. de C.V., Aeropuerto de Tapachula, S.A. de C.V., Aeropuerto de Veracruz, S.A. de C.V. and Aeropuerto de Villahermosa, S.A. de C.V., subsidiaries of Grupo Aeroportuario del Sureste (which operate the airports located in Cancún, Cozumel, Huatulco, Mérida, Minatitlán, Oaxaca, Tapachula, Veracruz and Villahermosa, accordingly);
• our airport services agreement, dated December 31, 2002, between us and Aeropuerto de Acapulco, S.A. de C.V., Aeropuerto de Ciudad Juárez, S.A. de C.V., Aeropuerto de Culiacán, S.A. de C.V., Aeropuerto de Chihuahua, S.A. de C.V., Aeropuerto de Durango, S.A. de C.V., Aeropuerto de Monterrey, S.A. de C.V., Aeropuerto de Mazatlán, S.A. de C.V., Aeropuerto de Reynosa, S.A. de C.V., Aeropuerto de San Luis Potosi, S.A. de C.V., Aeropuerto de Tampico, S.A. de C.V., Aeropuerto de Torreón, S.A. de C.V., Aeropuerto de Zacatecas, S.A. de C.V. and Aeropuerto de Zihuatanejo, S.A. de C.V., subsidiaries of Grupo Aeroportuario del Centro Norte (which operate the airports located in Acapulco, Ciudad Juárez, Culiacán, Chihuahua, Durango, Monterrey, Mazatlán, Reynosa, San Luis Potosi, Tampico, Torreón, Zacatecas and Zihuatanejo);
• our airport services agreement, dated September 1, 2023, between us and Sociedad Operadora del Aeropuerto Internacional Angel Albino Corzo S.A. de C.V. (which operates the airport Angel Albino Corzo located in the city of Tuxtla Gutierrez);
• our airport services agreement, dated August 1, 2024, between us and Grupo Aeroportuario Turístico Mexicano, S.A. de C.V. (which operates the airport located in Puerto Escondido); and
• our airport services agreement, dated March 8, 2024, between us and Grupo Aeroportuario Turístico Mexicano, S.A. de C.V. (new airport group which operates the airport located in Tepic).
These agreements establish our relationships with the relevant airports in respect of various items relating to airport operations, including:
• airport utilization fees, including landing and take-off fees and other service charges;
• aircraft parking fees;
• gate fees;
• platform fees; and
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• fees relating to the use of passenger-related facilities and amenities located in or provided by each airport, such as:
• passenger lounges;
• ticket offices;
• passenger ground transportation facilities; and
• space for check-in counters.
International airports
We have a number of airport operating contracts with airports outside of Mexico where we operate. These agreements generally follow the IATA format, and we rely on our SkyTeam partners or other third-party providers with respect to the provision of airport services in airports outside of Mexico.
Ground handling services
Our affiliate, Aeroméxico Servicios, provides ground handling services to support our operations at MEX, such as:
• baggage and cargo handling;
• aircraft weighing and balancing;
• pushback; and
• aircraft cleaning, water supply and lavatory maintenance.
For other Mexican airports, we rely on third-party providers for ground handling services. In respect of ground handling services outside of Mexico, we have entered into ground handling and below the wing agreements with providers.
Pricing, Revenue Management and Route Structure
Our revenue management policy aims to maximize total revenue per flight while remaining competitive in terms of pricing to our passengers. In order to maintain competitive pricing, we continuously monitor our competitors’ prices and flight schedules in the markets where we operate. We also continuously analyze market opportunities to increase pricing, in accordance with greater demand on specific routes and during certain seasons. When these strategies are successful, we experience increases in our load factor. We have a number of tools at our disposal, which we employ in optimizing our revenue management:
• our ability to change our prices;
• our ability to redistribute the number of seats on any specific flight among our code sharing partners; and
• our ability to leverage our diverse portfolio of aircraft models to adjust the type of aircraft on a given route in order to optimize the number of available seats for each flight.
Remaining competitive often requires that we offer discounted rates on lower-demand routes and on our nighttime flights to compete with low-cost airlines and bus operators that travel to the same destinations.
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We expect to continue adopting advanced revenue management practices to maximize RASM. Our modern technology platform allows us to closely monitor our customers’ purchasing patterns and use that data to analyze and identify opportunities where we can improve and refine our revenue management strategy.
Customer experience
Enhancing our customer experience is a major point of strategy for our business, and a key component of our information technology plan. In line with this strategy, in 2023, we implemented information technology projects to improve our customers’ experience, including:
• introducing programs, such as “Cuadrillas” and “Passport to extraordinary,” to measure the performance of our team, standardize frontline services, and to improve our key performance indicators;
• supporting the Premier Light Retro-fit reconfiguration by providing data-driven analysis on the satisfaction of customers who used this type of cabin;
• providing evidence and support for necessary improvements at international baggage claim belts in MEX;
• enhancing communication with customers during delayed flights and contingencies by sharing customer insights with appropriate areas to develop improvements;
• launching our customer experience ESG client accessibility plan; and
• creating our new customer protection center and customer communications team to inform passengers of potential disruptions to their travel plans that are outside of our control.
In 2025, we launched a new beta version of our mobile app, which is more modern and aims at simplifying the look and feel of the app and the customer’s experience, which replaced our legacy app. The new beta version consolidates core services, including shopping and booking, payment with points and Aeroméxico Rewards features in a single, uniform platform, which improves mobile experience.
Partnerships and Alliances
We have entered into commercial partnerships to offer our customers an expanded suite of high-quality products and services, including additional flight options, access to more destinations and more flights, better schedules, competitive rates, access to exclusive lounges and additional opportunities to earn and redeem Aeroméxico Rewards points. Our partnerships have allowed us to generate additional revenue by selling our inventory to our code sharing partners and receiving commissions from these partners as a result of selling seats on their flights, Aeroméxico Rewards points and access to our VIP lounges. In addition, these partnerships allow us to improve our brand recognition, take advantage of shared marketing programs with partners and improve brand loyalty by better meeting our customers’ needs.
Since the earliest days of the SkyTeam Alliance, we have had in place certain alliance agreements with Delta, including a code sharing agreement, a frequent flyer participation agreement, a lounge access agreement, a special prorating agreement and a marketing agreement. In 2015 we entered into our JCA with Delta, which was approved by CNA and the DOT and became effective in 2017. The JCA sets forth the general terms and conditions of our alliance with Delta and provides that we and Delta will coordinate closely on all non-stop routes between the United States and Mexico and certain connecting flights. Upon effectiveness of the JCA in 2017, we terminated the then-existing marketing agreement and amended and restated the terms of the rest of the implementing agreements to give effect to the terms of the JCA. The JCA also sets forth the management structure for our business cooperation with Delta and has a profit sharing provision pursuant to which profits over a certain threshold established in 2016 are shared between Delta and us, maximizing our revenue and cost synergies. The metal-neutral nature of our partnership with Delta has broadened our customer reach, increased our service with more connectivity and maximized profitability by capitalizing on the strength of the Aeroméxico and Delta brands in their local points of sale. Our partnership with Delta has also provided significant cost synergies from joint airport operations, supply chain, procurement and best practice exchanges. The JCA has also increased our competitiveness and improved the overall customer experience for our passengers by providing a broader network, greater connectivity, improved schedules at diverse price points, frequent flyer reciprocity and shared lounge access.
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In 2015, the CNA issued a resolution approving the JCA with respect to the Mexican Antitrust Law (Ley de Competencia Económica) and, in 2016, the DOT approved the agreement and granted immunity from United States antitrust laws, which became effective in 2017. The DOT’s grant of immunity permitted us to coordinate pricing and scheduling matters with Delta in the U.S.-Mexico cross-border market and was given subject to certain conditions (including relinquishment of slots at MEX to certain of our competitors). The JCA is subject to periodic reviews by government authorities. On March 29, 2022, we filed our application for renewal of the antitrust immunity with the DOT, which maintained antitrust immunity until final departmental action to the contrary.
On January 26, 2024, the DOT issued a tentative Order to Show Cause, or the Order, to Delta and us, tentatively dismissing without prejudice our application to renew the DOT’s approval and grant of antitrust immunity for the JCA and tentatively terminating its grant of such immunity. The Order was issued following certain actions by the Mexican government which, according to the DOT, would violate the U.S.-Mexico Air Transport Agreement and have had the effect of removing a necessary precondition for the consideration of an antitrust immunity application or continuation of an existing immunized joint venture. On January 29, 2024, together with Delta, we filed a motion to the DOT requesting an extension to file our objection to the DOT’s position. The DOT partially granted our request, and we and Delta jointly filed objections to the Order on February 23, 2024. In addition, we understand that on February 9, 2024, Delta filed a request urging the DOT to continue engaging in consultations or, if necessary, to begin arbitration, with the Mexican government under the U.S.-Mexico Air Transport Agreement and, in parallel, to invoke procedures under 14 C.F.R. Part 213, or Part 213 procedures, which would allow the DOT to impose schedule filing requirements on all Mexican carriers serving the United States. Also on February 9, 2024, we understand that Delta requested that the DOT suspend the procedural schedule of the Order while Delta’s Part 213 procedures request remains pending. On July 19, 2025, the DOT issued the July 2025 Order. In the July 2025 Order, the DOT expressed concerns regarding the Mexican government’s actions in connection with the relocation of all cargo operations and slot management at MEX, and claimed that these measures were inconsistent with the obligations under the bilateral U.S.-Mexico Air Transport Agreement and with a fully liberalized “Open Skies” environment necessary for granting antitrust immunity. The July 2025 Order tentatively concluded that the basis for DOT’s grant of antitrust immunity for Delta and Aeroméxico in 2016 was no longer valid and tentatively disapproved the JCA because in the DOT’s view the JCA was no longer required by the public interest and continuation would be adverse to the public interest. On August 8, 2025, the DOJ submitted a comment in support of the DOT’s July 2025 Order, stating that it supported the DOT’s tentative decision to withdraw its approval and grant of antitrust immunity to the JCA.
On September 15, 2025, the DOT issued the Final Order terminating the antitrust immunity of the JCA, effective January 1, 2026. The Final Order directs us to wind down certain joint operations covered by the antitrust immunity by January 1, 2026, such as price coordination, schedule coordination, and revenue sharing, while we may still retain arm’s-length cooperation in code sharing, frequent flyer program reciprocity, and other joint marketing activities.
On October 9, 2025, we and Delta jointly filed a petition with the U.S. Court of Appeals for the Eleventh Circuit to review the Final Order. On October 10, 2025, we also filed with the DOT an emergency motion to stay the Final Order, seeking that the DOT suspend the effectiveness of the Final Order pending the completion of the judicial review process. These requests aim at preserving the continuity and stability of our long-standing cooperative framework that, for nearly a decade, has enhanced connectivity between Mexico and the U.S., strengthened market competition and generated substantial benefits for travelers and the broader aviation industry. The stay would maintain the current operating structure while federal courts review the legality of the Final Order, ensuring that any changes to our strategic partnership occur only after due judicial consideration. By doing so, we seek to safeguard regulatory certainty, operational stability, and the long-term value created through our alliance for customers, partners, and investors alike. On November 12, 2025, the United States Court of Appeals for the Eleventh Circuit granted the stay jointly requested by us and Delta relating to the Final Order. With this decision of the Eleventh Circuit, the effectiveness of the DOT’s Final Order is stayed pending the resolution of the judicial review. Accordingly, there is uncertainty as to whether, and to what extent, the JCA will be permitted to continue. On December 29, 2025, Delta and Aeroméxico filed their opening brief before the Eleventh Circuit in connection with the judicial review of the DOT’s Final Order.
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On October 28, 2025, the DOT issued new orders in connection with its ongoing review of aviation relations between the United States and Mexico. One of these orders disapproved certain existing and proposed scheduled services of Mexican air carriers to the United States. In addition, the DOT issued a tentative order proposing to restrict the transportation of cargo on combination passenger services between Mexico City and the United States, which is subject to further administrative proceedings and would not become effective unless and until a final order is issued. The Company is currently analyzing the potential operational and financial impacts of these regulatory actions. As of the date of this annual report, no material impacts have been determined.
Regardless of the result of the above-mentioned litigations, we expect that we will continue to benefit from our ability to make joint fuel purchases with Delta, which allows us to leverage volume discounts and better credit conditions when purchasing our fuel, to achieve economies of scale and reduce maintenance costs for both Aeroméxico and Delta. In addition, following the sale of TechOps MX, we continue to receive maintenance support at the Querétaro facility through third-party service arrangements on similar commercial terms, with the duration of the relevant arrangements extended. Although we would need to end certain of our practices that were built around the antitrust immunity aspects of the JCA if the Final Order remains unchanged or not be stayed, we believe that our ongoing relationships with Delta in aspects not subject to the antitrust immunity, combined with the benefits of our broader network and operational strengths, will continue to support our growth.
In connection with our initial public offering, Delta has entered into a lock-up agreement with us pursuant to which it will refrain from disposing of our shares until and including the four-year anniversary of our initial public offering prospectus, subject to certain exceptions. See “Item 7. Major Shareholders and Related Party Transactions—B. Transactions with Delta—Delta Lock-Up Agreement.”
SkyTeam alliance
We are a founding member of the SkyTeam alliance. Among the benefits to its members, the SkyTeam alliance provides the opportunity to participate in:
• code sharing agreements;
• frequent flyer program reciprocity;
• access to VIP lounges operated by alliance member airlines; and
• shared marketing activities.
As of the date of this annual report, SkyTeam’s current active members include, in addition to Aeroméxico:
• Aerolíneas Argentinas;
• Air Europa;
• Air France;
• China Airlines;
• China Eastern;
• Delta;
• Garuda Indonesia;
• Kenya Airways;
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• KLM Royal Dutch Airlines;
• Korean Air;
• MEA Air Liban;
• SAS Scandinavian Airlines;
• Saudia;
• TAROM;
• Vietnam Airlines;
• Virgin Atlantic; and
• Xiamen Air.
As of December 31, 2025, SkyTeam members operate more than 13,800 flights per day to 945 destinations in 145 countries around the world. These airlines carry more than 605 million annual passengers and operate more than 750 VIP lounges.
The agreement establishing the terms of the SkyTeam alliance expires on June 21, 2029 and has a renewal option for five years upon expiration. Under the SkyTeam agreement, we are required to satisfy certain minimum product and service standards applicable to all airlines in the alliance. Every year, we contribute to a previously agreed upon annual marketing budget. As a restriction, SkyTeam members are not allowed to participate in code sharing agreements or reciprocal frequent flyer programs with other airlines without consent of the SkyTeam members. In addition, we have entered into bilateral agreements with each SkyTeam alliance member establishing the terms and conditions of our relationship with the respective airline.
Other commercial alliances
In addition to SkyTeam, we have other strategic commercial partnerships that are approved by our SkyTeam partners. These relationships allow us to grow our market presence by giving us various options to better serve our customers. Our strategic bilateral commercial alliances include code sharing partnerships with:
• LATAM;
• GOL Linhas Aéreas,
• El Al Israel Airlines;
• Japan Airlines; and
• WestJet.
These partnerships benefit us with code sharing agreements, which allow our customers to reach destinations at points beyond those marketed by us, frequent flyer program reciprocity and VIP lounge access. Through these partnerships, we generate additional revenue and enhance our brand recognition.
Partnerships
We have agreements with financial institutions and retailers to expand the scope and profitability of our offering. Since 1997, we have had a partnership with American Express in which American Express issues several co-branded credit cards that give cardholders several benefits and, since 2006, the holders of these co-branded cards may use their cards to get benefits from our Aeroméxico Rewards program. In addition, we receive a percentage of the total revenue from purchases made using these credit cards.
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We also have agreements with other banks and other institutions to expand the scope and reach of Aeroméxico Rewards. For example, we have an agreement with Santander for the issuance of Visa co-branded credit cards. While this contract is expected to expire on or around May 31, 2026, on November 26, 2025, we entered into a new Co-Branded Card Program Agreement with Inbursa for the issuance of co-branded consumer credit and debit cards in Mexico, with a launch date of June 1, 2026 and an initial term of 12 years. Furthermore, we have entered into agreements with most of the major banks that issue credit cards in Mexico that facilitate customers of such banks to redeem Aeroméxico Rewards program points.
In addition, we have partnerships with numerous international and Mexican hotel chains and other travel-related companies, which permit our Aeroméxico Rewards members to earn points for stays or rentals. Furthermore, we have alliances in place with more than 55 retail and service companies in Mexico, including many top brands under which our Aeroméxico Rewards members can accumulate Aeroméxico Rewards points based on purchases of products and services or by converting the points accumulated through these companies’ own reward programs into Aeroméxico Rewards points. Our Aeroméxico Rewards members may even use points to make payments at retailers such as Gandhi and MacStore.
Jet Fuel
Mexico
Jet fuel represents the largest item within our total expenses. In 2025, 2024 and 2023, fuel costs represented 25.7%, 27.2% and 31.2% of our total operating expenses, respectively. As of the date of this annual report, we obtain fuel in Mexico from World Fuel and ASA.
World Fuel is among the largest fuel suppliers in the world and is our main supplier. We entered into the World Fuel supply agreement in January 2019, which was renewed in 2022 and 2025 and expires in April 2027. We obtain approximately 73% of our fuel in Mexico from World Fuel.
ASA continues to be the leading supplier of jet fuel in Mexico through its network of aviation fuel stations throughout the country, and we entered into the ASA fuel supply agreement on December 31, 2021. We obtain approximately 27% of our fuel in Mexico from ASA. Our current ASA fuel supply agreement expires on December 31, 2028. Routine renewal discussions with ASA usually start three months ahead of the expiration. Under this agreement, any party may terminate the contract with 30 days’ notice.
These agreements establish payment terms, credit and warranty provisions, fuel quality requirements and procedures to determine volume, quantity and price. We routinely communicate with our fuel suppliers about our fuel demands, and they may adjust the volume provided under the fuel agreements in case of increases or decreases in our fuel consumption demand. Both ASA and World Fuel obtain the jet fuel that they resell from PEMEX, Mexico’s state-owned oil company that produces refined hydrocarbons, although under the World Fuel agreement, a portion of the purchased jet fuel may be imported.
The price that we pay for fuel under the ASA and World Fuel contracts is reflective of fuel base prices set by ASA’s board of directors based on the price determined by PEMEX, the Energy Regulatory Commission (Comisión Reguladora de Energía) and the Ministry of the Treasury and Public Credit of Mexico (Secretaría de Hacienda y Crédito Público), or the SHCP, for the agreement with ASA, and by the SHCP, for the agreement with World Fuel. Under the World Fuel agreement, we have access to a credit line and may receive discounts depending on the contracted volume. Such prices are based on the U.S. Gulf Coast Waterborne Fuel international index because PEMEX is subject to this pricing for the oil that it sources from third parties. The price we pay for imported fuel in terms of the World Fuel agreement is based on Platt’s USGC Jet 54 Prompt Pipeline. The price we pay for the refined product also takes into account logistical costs and commercial conditions as between ASA and World Fuel, on the one hand, and PEMEX, on the other hand, based on the amount of purchased fuel. Transportation rates for ASA and World Fuel to deliver to us at each airport also impact the price we pay. Depending on the delivery distance to the airport, pipeline and tank car rail transport may be used, and the rates charged for these delivery methods also impact the price we pay. For these and other reasons, the fuel price we pay is subject to a regular adjustment. For further details about the risks related to the variations of fuel costs, see “Item 3. Key Information—D. Risk Factors—Risks Related to Our Business and Industry—We are highly impacted by volatility in the price and availability of jet fuel.”
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International
To cover our fuel needs at airports outside of Mexico, we purchase fuel from local suppliers in those locations, such as Chevron, Valero and British Petroleum, at prices generally based on the Platt’s Oilgram Price Report applicable in the relevant region. In order to ensure a fuel supply at international airports, we generally enter into annual fuel contracts with suppliers in each international airport to which we fly. We are subject to a bidding process to enter into these types of contracts. We work closely with Delta in these bidding processes, which allows us to leverage volume discounts and better credit conditions. This partnership also helps us to avoid supply chain disruptions and guarantee access to the necessary fuel volumes for our operations, as combined we have more purchase power vis-à-vis certain suppliers. As of the date of this annual report, 99% of our international fuel supply volume in international stations was obtained through bidding processes in coordination with Delta. Delta has developed a robust self-supply network in the United States that may favor us in case of fuel shortage. Leveraging the volumes and the knowledge of both airlines has provided benefits for both companies, not only because we believe we have access to better economic terms and pricing but also because it increases our supply security.
Safety
One of our main priorities is providing safe transportation. We adopt high standards of training and education for our crew and maintenance personnel and for the maintenance of our aircraft. We have established world-class safety standards and we were the first Mexican airline to receive the IOSA safety certification from the IATA. Our IOSA certifications have been renewed as a result of each review. Our Aeroméxico Connect’s IOSA certification expires on July 1, 2027. Our Aeroméxico’s IOSA certification expires on November 13, 2026.
In the context of our recent Chapter 11 emergence, reorganization and changes to our new board of directors, we created the safety committee in 2022. For further information about our safety committee, see “Item 6. Directors, Senior Management and Employees—C. Board Practices—Safety Committee.”
We are engaged in the TSA’s Program to Prevent Acts of Unlawful Interference and the United States Border Protection and Customs Agency’s Safety Program. We have also earned a Customs Trade Partnership Against Terrorism certificate. Furthermore, Aeroméxico is an active member of the International Society of Air Safety Investigators, or ISASI, an institution focused on the prevention of air accidents, and a member of the Flight Safety Foundation, a non-profit organization focused on improving world-wide air safety.
We are the first airline in Mexico to adopt and implement the ICAO recommendation on the Safety Administration System, which is the most advanced and standardized safety procedure system in the airline industry.
The FAA periodically audits regulatory aviation authorities in other countries. In May 2021, the FAA downgraded Mexico to Category 2 following a review of the Federal Civil Aviation Agency of the Government of Mexico because it concluded that Mexico did not comply with ICAO’s international aviation safety standards. As a result of this decision, our existing flights to and from the United States continued their normal operations, but Mexican airlines were subject to restrictions on growth, consisting primarily of adding destinations to the United States, as long as Mexico remained a Category 2 FAA country. These restrictions also included certain adjustments to code sharing agreements and prohibitions to increase routes or frequencies to certain locations, add new flight destinations and register new aircraft allowed to fly in United States’ airspace. On May 3, 2023, the Mexican government published amendments to the Mexican Civil Aviation Law (Ley de Aviación Civil) and the Airports Law in the Mexican Federal Official Gazette (Diario Oficial de la Federación). These amendments incorporate into law the ICAO standards needed to comply with the IASA requirements for a Category 1 FAA country. The SICT announced through AFAC that it would request a final audit by IASA and implement any measures requested by IASA to recover Mexico’s Category 1 FAA country status. The audit was completed on June 2, 2023. On September 14, 2023, the FAA upgraded Mexico back to Category 1 country status.
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For further information about the risks in connection with the FAA’s downgrade of Mexico, see “Item 3. Key Information—D. Risk Factors—Risks Related to Our Business—The growth of our operations in the United States has been, and may in the future be, curtailed by FAA country safety assessments.”
Information Technology
Our information technology efforts focus on supporting our operation. We have adopted measures to promote cloud migration and expand the capacity and agility of our sales and distribution channels, with a focus on improving the customer experience and enabling new functions to be employed by our reservation agents and at our airport check-in desks. For example, we have made improvements to our electronic processes that handle the passenger check-in system, including changes that allow our customers to modify their reservations, seat assignment and monitor their baggage in real time through our mobile application. We have also prioritized improving solutions for remote work, as well as the modernization of our IT infrastructure components.
Our digital sales and distribution channels ecosystem are essential to our commercial and customer experience strategies. Over the last several years, we significantly improved our system availability through infrastructure redundancy and a reliable strategy, as well as boosted our digital ecosystem enhancing and enabling new products such as:
• digital channels that provide support for international travel, which include providing the option to international markets to pay for checked or carry-on bags online, baggage notifications and corporate accounts migrated to our new website experience for business;
• renewal of our kiosk hardware, which enhances passenger experience and our reliability;
• Aeroméxico Rewards integration with our website and premium services in connection with our rebranding; and
• a new mobile app, which improves the experience of domestic and global customers.
To improve our operational efficiency, we focus on real-time data and event-driven processes. We have adopted key initiatives, such as:
• a new and automated baggage reconciliation system;
• turn around manager, which consists of tools to track ground operations to assess turn over times and avoid delays;
• paperless document systems, which simplify the verification of regulatory requirements and crew documentation and the receipt of information from customers with special requirements by digitalizing airport and air travel forms;
• flight single view, which consists of consolidating flight information in one staff operational system; and
• crew mobile app, which enhances our on-board passenger experience by simplifying the exchange of information among crew members.
We have also adopted new technologies, such as biometrics, kiosks modernization and check-in improvements.
We also leverage IT solutions to improve our customer experience. For example, we have adopted customer single-view approach, which consists of using technology to personalize our services to each customer. We have also made available online options to our customers, including self-service solutions in connection with our IROPs, which permits passengers to manage through disruptions such as flight cancellations.
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We expect to further update our digital tools by expanding our cloud services architecture standardization measures and updating our apps, as we continuously focus on developing self-service capabilities and personalized services that improve our customer experience. These measures allow us to create scalable, decoupled, secure and reliable platforms. We also expect to adopt new methodologies and training. This process aims to increase efficiency and our business value through optimization into a cloud integrated environment.
Privacy and data security
We frequently reinforce our IT infrastructure to help ensure that our computer and networking equipment and software, as well as our data communication network, are well protected and monitored. For more information, see “Item 16K. Cybersecurity.”
Marketing and Distribution
Marketing channels
Our marketing and publicity efforts are focused on highlighting our brand and commercial offerings to existing and potential customers. To implement our strategy, and to target multiple and diverse customer segments, we use:
• television ads;
• ads in different periodicals, including travel magazines;
• direct emails and other communications with our customers;
• social media;
• printed fliers;
• posters;
• radio announcements; and
• direct and online marketing.
In addition, we use one-time promotions, including specific fare discounts tied to special events. We also conduct marketing activities through our different partnerships, including the SkyTeam alliance and our partnership with Delta.
Distribution channels
We employ direct and indirect distribution channels. Our distribution strategy aims to reduce costs and maximize the effectiveness of our commercial efforts. This effort has resulted in increased earnings, and we expect our distribution strategy will continue to benefit us.
Our online sales allow us to reduce our distribution costs and personalize our customer experience, increasing our sales revenue. Accordingly, we expect to continue to focus on increasing our sales through our website.
Indirect distribution
Our main indirect distribution channel for air travel tickets consists of travel agencies. In 2025, 2024 and 2023, our revenues from indirect ticket sales by travel agencies, including online travel agencies, accounted for 45.0%, 45.2% and 46.5%, respectively, of our purchased flight segment. We typically pay travel agencies a standard commission of between 0.5% and 8.5% depending on the geographic market and cabin type. We have agreements with certain travel agencies to award them performance incentives on their sales based on the number of tickets sold. As of December 31, 2025, approximately 4,990 travel agency groups, including online ticketing agencies and sales representatives generally located in off-line offices, known as General Sales Agents, of GSA, were part of our indirect distribution network. Travel agencies obtain travel information from the airline and issue airline tickets through Global Distribution Systems, or GDSs, which enable them to make reservations on flights of a large number of airlines.
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In consideration for access to these systems, we pay an operating fee for each flight segment booked through a GDS. As part of our process to simplify our distribution channels and reduce booking fees, we regularly negotiate reductions to GDS fees. In addition, we frequently renegotiate our agreements with travel agents to adjust the incentive bonuses we pay.
Direct distribution
We also sell our airplane tickets and additional products directly to customers on our mobile app, website, through our call center and in our physical stores. Our website allows customers to review rates and schedules and purchase tickets. In 2025, 2024 and 2023, our revenue from ticket sales through our website represented 37.2% 35.5% and 33.0%, respectively, of our passenger revenue.
Our call centers are operated by third parties via toll-free numbers in 24 countries, and we received 3.8 million, 4.5 million and 4.1 million customer calls in 2025, 2024 and 2023, respectively. Through our call centers, we provide customer service on fare quotes, ticket purchases, changes to reservations, purchase of additional services and general information. Our call centers operate in Spanish, English, French and Portuguese. Revenue from ticket sales through our call center represented 8.0%, 6.6% and 11.5% of passenger ticket sales in 2025, 2024 and 2023, respectively.
In addition, as of December 31, 2025, we had 84 physical franchised travel stores in Mexico, which were owned and operated by third parties, including 8 stores in the main Mexican airports, and 7 specialized sales offices dedicated mostly to serving corporate and government accounts. We have entered into more than 846 corporate sales agreements worldwide. Depending on the client, benefits under these agreements include sales-related preferential rates, extended customer support, upgrades and additional Aeroméxico Rewards points.
E-commerce
Our e-commerce and digital distribution strategy aims to increase the relevance of our website as a source of directly booked internet ticket purchases. Our digital channels include our webpage, the Aeroméxico mobile app and interactive kiosks located at major airports in Mexico. To optimize and personalize our customers’ shopping experience, among other things, we:
• identify dynamic offers based on our customers’ preferences, by adapting the price of our seats and products;
• offer new fares for families with flexible booking adjustments, including categories with unlimited changes, refunds and rescheduling rights in case of missed flights;
• offer benefits to our Aeroméxico Rewards members that include integrated payment methods (such as using Aeroméxico Rewards points) for checked baggage fees, seat upgrades and our Fly Green program; and
• have improved the direct ticket-booking customer experience by:
• giving our customers the power to make changes and cancellations or choose a new schedule in the event of a flight adjustment through our webpage; and
• permitting the electronic uploading of documents required to travel internationally to the United States and other destinations.
Our acquisition of control over PLM and Aeroméxico Rewards also contributes to improve our customer experience, as we have now fully integrated Aeroméxico Rewards to our digital platforms.
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Aeroméxico Rewards Loyalty Program
On April 10, 2023, we rebranded Club Premier and transformed it into the Aeroméxico Rewards loyalty program. All Club Premier members and their respective points were transferred to the new Aeroméxico Rewards program. Aeroméxico Rewards is designed to promote loyalty among our passengers and attract new customers.
We launched Club Premier, the first airline loyalty program of a Mexican airline, in 1991. On July 15, 2022, we re-acquired control of PLM. PLM provides loyalty marketing services through commercial partners. These services allow our program to increase our customer’s engagement and increase our revenue through travel related activities. PLM designs and executes marketing programs aimed at increasing revenue, brand awareness and customer loyalty.
As of December 31, 2025, our loyalty program had approximately 13.9 million members. Aeroméxico Rewards also features a corporate segment, called Corporate Aeroméxico Rewards (Aeroméxico Rewards Corporativo), which offers benefits in the form of goods and services to approximately 5,423 active corporate members.
Aeroméxico Rewards members can earn points in several ways. Premier Points can be accumulated by flying with Aeroméxico, Aeroméxico Connect or on other SkyTeam airlines or airlines with whom we have code sharing agreements. Depending on a member’s level of Premier Points earned, Aeroméxico Rewards has four levels of frequent flyer programs:
• Classic;
• Gold;
• Platinum; and
• Titanium.
In addition, holders of co-branded American Express and Santander credit cards can earn points towards Aeroméxico Rewards status levels. Beginning June 1, 2026, holders of co-branded Inbursa credit and debit cards will also be able to earn points towards Aeroméxico Rewards status levels, as Inbursa will replace Santander as our co-branded card partner in Mexico. Each level grants a distinct suite of benefits to its members. Aeroméxico Rewards Members may use Premier Points to purchase flights and upgrade services on Aeroméxico, Aeroméxico Connect, other SkyTeam member airlines or airlines with whom we have code sharing agreements. Aeroméxico Rewards points may also be used to make purchases at certain hotels around the world.
Our Aeroméxico Rewards website allows customers to enroll in the Aeroméxico Rewards program, redeem points and learn about new promotions. Aeroméxico Rewards members can also participate in annual sweepstakes, in which they can win prizes such as trips, automobiles and additional points. Members also have access to special Aeroméxico Rewards auctions, which allow members to bid on items and experiences using Aeroméxico Rewards points. Aeroméxico Rewards also offers its members the opportunity to use points to support non-profit foundations affiliated with the program, contributing to Mexico’s social development.
Aeroméxico Rewards members also benefit from the ability to use our lounges. We operate nine lounges located in the main airports in Mexico. The lounges offer services that range from business centers to a spa. Titanium and Platinum Aeroméxico Rewards members have free access to these lounges and other customers can obtain access to them either by paying a fee or as a courtesy included in their ticket class.
PLM
PLM represented a joint venture investment with Aimia, a Canadian company specializing in managing loyalty programs. We derived revenue from sales to PLM for rewards in tickets in the amount of $160.9 million, $175.4 million and $155.3 million in 2025, 2024 and 2023, respectively.
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In addition, we incurred expenses from the purchase of Aeroméxico Rewards (or from Club Premier, before it became Aeroméxico Rewards in 2023) points from PLM of $123.5 million, $141.9 million and $106.3 million in 2025, 2024 and 2023, respectively.
PLM Acquisition
On June 29, 2022, we entered into a transaction agreement with Aimia and PLM, to obtain control over PLM, our subsidiary that owns and operates Aeroméxico Rewards. Pursuant to the agreement, Aimia received $430.4 million in net cash proceeds and was entitled to receive a $24.1 million earn-out if PLM achieved certain targeted annual gross billings by 2023. On May 29, 2024, we paid Aimia the $24.1 million earn-out as PLM achieved the agreed performance targets. This acquisition has allowed us to fully integrate Aeroméxico Rewards services into our platform, which enhances our ability to drive customer engagement and our customer experience. See “Item 4. Information on the Company—B. Business Overview—Aeroméxico Rewards Loyalty Program.”
Insurance
We maintain comprehensive property and casualty insurance policies with highly qualified international insurance companies. Coverage limits are aligned with our risk appetite and comply with legal, regulatory and contractual requirements.
We have aviation insurance that covers material damages to our aircraft up to an agreed value. This insurance includes total risk coverage, including against war and terrorism. We also have insurance for airplane parts and repairs, including for damage to engines, flight repair equipment, flight entertainment systems, ground support equipment, tools, components and all other aircraft equipment. Our insurance complies with requirements under our lease and financing agreements, as well as our concessions. We also have civil liability insurance covering damages to passengers, third-party property and bodily injury and losses related to damaged merchandise, mail and luggage. We obtain these policies through highly rated international insurance companies at prices that are consistent with industry practice.
We consider our insurance to be appropriate to protect us from substantial losses related to our activities. We believe that we emphasize safety and use technologically advanced aircraft, which makes our insurance negotiations favorable to us as we can obtain broad coverage and relatively modest premiums. Our property damage insurance also covers full risk and damages to real and personal property, machinery, contractor equipment, electronic equipment, glass, cash and valuables against any direct loss or damage caused by fire, earthquake, volcano, as well as meteorological risks such as hurricanes, high winds, hail, ice and floods. In addition, our machinery is covered by insurance against misuse or negligent operation, failures, short-circuiting, production failures and improper assembly, and our inventory is covered against theft with violence and aggression. We have theft coverage for all of our mobile and portable electronic equipment. We have civil liability coverage, which includes damages caused by fire or explosions which directly affect the leased properties. We have also obtained terrorism coverage to cover certain damages as a result of terrorist acts.
For further information about the risks related to our insurance policy, including potential price increases due to global events, see “Item 3. Key Information—D. Risk Factors—Risks Related to Our Business—Our operations involve inherent risks that may not be covered by our insurance or that may be difficult to insure on commercially acceptable terms.”
REGULATION
Regulation of the Mexican Airline Industry
Operational Regulation
Air transportation service provided to passengers on a regular basis, as opposed to on a non-regular basis or charter flights, is considered a public service in Mexico. As a Mexican public service, passenger air transportation is subject to extensive regulation and strict supervision by several Mexican authorities. In order to be rendered by private entities, a concession granted by the Mexican federal government is required. The legal framework of the air transportation industry in Mexico is primarily established by the Constitution of Mexico (Constitución Política de los Estados Unidos Mexicanos), the General Communications Law (Ley de Vías Generales de Comunicación), the General Law on Public Property (Ley General de Bienes Nacionales), the Mexican Civil Aviation Law (Ley de Aviación Civil), the Airports Law (Ley de Aeropuertos) and regulations thereunder, the international treaties executed by the Mexican federal government, as well as the applicable Mexican Official Standards (Normas Oficiales Mexicanas). The main regulatory authority overseeing air transportation in Mexico is the SICT, acting mainly through the AFAC.
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The Mexican Civil Aviation Law governs the use and development of Mexican airspace and provision and development of air transportation services. Furthermore, the Mexican Civil Aviation Law sets forth the main rules and standards applicable to, among others, tariffs, passengers rights, national airspace and flight security, the granting of concessions, permits and certifications for carriers’ operations, the national aeronautical registry, flight certification, crew training, sanctions to carriers and civil liability of airlines. The Mexican Civil Aviation Law establishes the SICT as the primary regulator of air transportation services in Mexico which, through the AFAC, is responsible and has the authority to, among others:
• establish and conduct policies and programs for the regulation and development of air transportation services;
• grant concessions and permits, oversee compliance with and, if applicable, resolve amendments to or termination of such concessions or permits;
• grant exceptions, waivers and extensions required for the security of air operations, as required by applicable technical regulations;
• issue the Mexican Official Standards and other administrative provisions;
• provide and supervise and oversee air navigation services;
• issue and enforce safety and health rules in connection with air transportation services;
• issue certificates of registration (certificados de matrícula), certificates of airworthiness (certificados de aeronavegabilidad) and operating certificates to air services providers, and declare the suspension, cancellation, revalidation or revocation of such certificates;
• maintain and operate the Mexican Aeronautical Registry (Registro Aeronáutico Mexicano), where aircraft and interests in aircraft (such as leases and mortgages) are registered;
• establish and verify the airways system in Mexican airspace;
• participate in relevant international agencies and in the negotiation of treaties;
• promote the development and training of the aeronautical technical staff of the Mexican government;
• issue and, if applicable, revalidate or cancel licenses of the aeronautical technical staff;
• interpret the Mexican Civil Aviation Law and its regulations;
• authorize and carry out inspection visits to airlines, maintenance providers and others;
• appoint or, if applicable, remove the regional commanding officer and the commanding officers for airports, heliports and civil airdromes in general;
• approve flight plans for airlines and aircraft; and
• grant permits for the establishment of training centers and repair stations.
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The AFAC primarily oversees and verifies compliance by the concessionaires, licensees, operators and airline services providers with the Mexican Civil Aviation Law and its regulations, the Mexican Official Standards and any other applicable provisions, and carries out its duties primarily through regional and airport commanders.
The Airports Law and the regulations thereunder establish the general framework that regulates the construction, management, operation, maintenance and development of Mexican airport facilities. The Airports Law establishes the powers of the SICT as the main regulator of airports in Mexico and sets forth the principal rules and standards with respect to, among others, airport concessions and permits, airport infrastructure and security, the rights and obligations of airport operators and the fees that may be charged to users with respect to airport services.
The Mexican federal government has signed and ratified the leading international conventions relating to international commercial air transportation, including the Warsaw Convention of 1929 (as amended by the Montreal Convention of 1999), the Chicago Convention of 1944, the Geneva Convention of 1948 and the Cape Town Convention on International Interests in Mobile Equipment and the Aircraft Protocol of 2001. Each of these conventions are subject to certain reservations and declarations made by Mexico at the time of ratification. Generally, international routes are operated under bilateral agreements between Mexico and the country in which the destination of such route is located. The bilateral agreements are subject to ongoing negotiations in accordance with the requests made by the signatory countries from time to time and may comprise certain or all of the so denominated “freedoms of the air” described by the Chicago Convention of 1944. In certain instances, a Mexican airline may operate an international route where there is no bilateral agreement, under a unilateral permit granted by the AFAC, subject to reciprocity.
Since 2022, the Mexican government has significantly expanded the role of the Mexican military in the civil aviation sector. SEDENA was authorized not only to construct and manage new airports, but also to operate existing airports through a state-owned company established for this purpose: the GAFSACOMM, also known as Grupo Mundo Maya. The airports under GAFSACOMM’s administration include Tulum, Palenque, Uruapan, Puebla, Ciudad Victoria, Campeche, Nogales, Nuevo Laredo, Apodaca, Tamuín, Ixtepec, and Chetumal. Although Felipe Ángeles International Airport, or NLU, Mexico City’s secondary airport, is part of GAFSACOMM, it is operated with its own administrative autonomy.
As of the date of this annual report, Mexico does not grant cabotage privileges to air operators from other countries in Mexican territory. As a result, foreign airlines are not allowed to load passengers or cargo in Mexican territory and then operate a route between two destinations in Mexican territory or a destination in another country (other than the corresponding airline’s home country). As a result, Mexico does not adopt the open skies policy in respect of commercial aviation. However, from time to time, Mexican authorities have considered granting certain rights, known as fifth freedom rights, to other countries and may decide to grant those rights in the future. Such policy could have a material effect to the regulatory and competitive framework of the Mexican aviation industry.
Concession for the Provision of Domestic and Regular Air Transportation Services
Under the Mexican Constitution, Mexico has direct domain (dominio directo) with respect to the air space above Mexican territory, and, as a result, the domain of such air space is inalienable and indefeasible and may only be used and exploited pursuant to a concession or permit granted by the executive branch of the Mexican federal government, through the SICT.
The Mexican Civil Aviation Law further establishes that a concession granted by the SICT is required to provide public domestic air transportation services on a regular basis. Such concessions may only be granted to Mexican entities that comply with certain foreign investment restrictions, as well as with certain technical, financial, legal and administrative requirements that are deemed necessary to adequately provide services with appropriate quality, safety, timeliness, stability and price. A concession must be obtained by each company providing such services, provided that affiliates of such companies may not operate under the same concession.
Other requirements needed in order to obtain a concession are (i) the availability of aircraft and aircraft equipment, which is required to comply with technical requirements of safety, airworthiness conditions and environmental conditions; (ii) the availability of hangars, repair shops and infrastructure needed for operations, as well as the availability of technical and administrative staff trained for the operation of the requested concession; and (iii) experience in the industry. Furthermore, pursuant to the Mexican Civil Aviation Law, in addition to such concession, a specific route authorization issued by the SICT is required in order to provide the public domestic air transportation service on any particular route.
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Each concession sets forth the terms and conditions under which regular public domestic air transportation services may be provided, the rights and obligations of the concessionaire in providing such services, and the routes and aircraft that may be operated. Concessions may be granted for a term of up to 30 years and may be extended once or several times, each time for up to 30 years, provided that: (i) the carrier is in compliance with its obligations outlined in the concession title; (ii) such extension is requested no later than one year before the expiration of such concession; (iii) the carrier conducted improvements with respect to quality of services during the term of the concession in accordance with the systematic inspections and indicators of efficiency and security established in regulations; and (iv) any new conditions outlined by the SICT are accepted by the carrier. Aeroméxico’s concession was granted by the SICT in March 2000 and Aeroméxico Connect’s concession was granted by the SICT in October 2000. These concessions allowed Aeroméxico and Aeroméxico Connect to offer certain services, including regular public domestic air transportation, cargo and postal air carrier services. These concessions also establish the domestic routes that we are allowed to operate and the aircraft that we are allowed to fly on these routes. For further details regarding our concessions, see “Item 4. Information on the Company—B. Business Overview—Regulation—Concession for the Provision of Domestic and Regular Air Transportation Services.”
Under the Mexican Civil Aviation Law, domestic non-regular air transportation services, which include charter flights, international regular and non-regular air transportation services and private commercial air transportation services, as well as certain specialized services and leases of aircraft, are not required to obtain a concession and are allowed to fly pursuant to a permit granted by the SICT. The permit for domestic non-regular air transportation services is only granted in favor of Mexican entities and the permit for international regular air transportation services is granted in favor of non-Mexican entities. Furthermore, the permit for international non-regular air transportation services can be granted in favor of both Mexican and non-Mexican entities and the permit for private commercial air transportation services can be granted in favor of Mexican and non-Mexican natural and legal persons. Such permits can be granted for an undefined period; provided that permits needed to operate regular air transportation services internationally may be granted for an undefined term depending on the existence of reciprocal international treaties.
The Mexican Civil Aviation Law provides that concessions and permits may be terminated for the following reasons:
• expiration of the term outlined in the concession or permit or any extension thereof;
• resignation of the concession and permits by the beneficiary;
• revocation by the SICT for any of the following reasons: (i) failure to exercise the rights conferred by the concessions or permits for a period exceeding 180 calendar days as of the date on which such concessions or permits were granted; (ii) failure to maintain in effect the insurance required pursuant to the Mexican Civil Aviation Law; (iii) change of nationality of the holder of the concession or permit; (iv) assignment, mortgage, encumbrance, transfer or conveyance of the concession, permit or rights thereunder to any foreign government or state; (v) assignment, mortgage, encumbrance, transfer or conveyance of concessions, permits or rights conferred thereunder, to other entities, domestic or foreign, without authorization from the SICT; (vi) applying fares different from those registered or approved, as applicable; (vii) altering or forging official documents related to the Mexican Civil Aviation Law; (viii) interruption of the services without authorization from the SICT, except in the case of force majeure events; (ix) rendering services different from those listed in the respective concession or permit; (x) failure to comply with safety conditions regarding airworthiness and operational safety; (xi) failure to indemnify from damages arising from the services rendered; (xii) performing or failing to perform acts, which prevent the rendering of services under those concessions; (xiii) failure to comply with hygiene or environmental protection measures and standards; (xiv) cabotage in Mexico using unauthorized foreign aircraft; and (xv) in general, failure to comply with any obligation or condition stated in the Mexican Civil Aviation Law, its regulations or the respective concession or permit, provided that as a result of such breach, a sanction has been imposed and confirmed by a final ruling, pursuant to applicable law; and
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• liquidation or dissolution of the holder of the concession.
The SICT will immediately revoke the concessions or permits in the cases provided for in items (i) to (v), (vii), (x) when the breach is considered severe by the authority, and (xiv) above. The SICT will also revoke a concession when the concessionaire has been previously sanctioned for the same reason at least three times, in the cases provided for in subsections (vi), (viii), (ix), (xi), (xii) and (xiii). In the event of a revocation of the corresponding concession or permit, the concessionaire will not be permitted to obtain, directly or indirectly, another concession within five years after the final revocation ruling.
Pursuant to the Regulations of the Mexican Civil Aviation Law (Reglamento de la Ley de Aviación Civil), the SICT is authorized to suspend concessionaires’ air services, operations, licenses and certificates of capacity when:
• an aircraft fails to meet applicable airworthiness conditions and requirements;
• an inspection results in a determination that there are conditions that jeopardize the safety of air operations;
• air carrier services or aeronautic workshop operations fail to meet the requirements and conditions stated in the corresponding concession or permit;
• aeronautical technical staff presents a temporary or permanent psychophysical disability that prevents the adequate performance of her/his role;
• the flight crew and ground personnel performing air traffic control functions fail to remain at their post before being replaced by authorized personnel, except in the event of force majeure events;
• the operation of a training center fails to meet the SICT requirements regarding teaching, issuance of diplomas, certificates, academic transcripts and certificates; and
• the concessionaire fails to comply with the corresponding requirements to commence operations. Any suspension that has been ordered will remain in place for as long as the conditions leading to it persist.
In the event that the concessions and permits of Aeroméxico and/or Aeroméxico Connect were to be revoked for any of the reasons specified above, we would not be entitled to any compensation, and such event would impair our ability to conduct our business. See “Item 3. Key Information—D. Risk Factors—Risks Related to Our Business—Failure to renew our concessions, the revocation by the Mexican government of our concession or changes in Mexican aviation policy could prevent us from continuing to conduct our business, which would have a material adverse effect on our business, results of operations, financial condition and prospects.”
Our Concessions and Permits
Under the terms of the Mexican Civil Aviation Law, all airlines require a concession or permit to provide public air transportation services in Mexico. As of the date of this annual report, Aeroméxico offers public passenger, cargo and postal air carrier services on domestic and international routes covered by the concession TAN-OR-AMX, which was granted by the SICT on March 16, 2000. This concession extends for a total of 30 years and it establishes the domestic routes that we can operate and the aircraft that we can use to fly those routes. Certain aircraft requirements are subject to modification and may be updated based on operating specifications from the SICT. Similarly, Aeroméxico Connect also operates public passenger, cargo and postal air carrier services on domestic and international routes covered by the concession TAN-OR-SLI, which was granted by the SICT on October 24, 2000. This concession also has a duration of 30 years.
Both concessionaires operate routes to international destinations under the authorizations or permits granted by the SICT and the bilateral agreements between Mexico and the governments of international destinations. These bilateral agreements are subject to laws and regulations in each destination, including the laws and regulations of the United States and the states to which we fly, as overseen by the DOT and FAA. The Mexican bilateral agreements that are most relevant to our operations include treaties with the United States, Canada, Spain, France, Colombia, Chile, Peru, Brazil, Argentina, Japan, Honduras, Costa Rica, Netherlands, Cuba and the United Kingdom. As of the date of this annual report, we operate a route to San Salvador, El Salvador, under a unilateral authorization with reciprocity obligations.
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Acquisition, Disposal and Importation of Aircraft
Pursuant to the Mexican Civil Aviation Law and its regulations and the Mexican Aeronautical Registry Regulation, the acquisition or sale of any aircraft operated by the Mexican concessionaires, as well as the lease of such aircraft, must be registered before the Mexican Aeronautical Registry.
The import of civil or commercial aircraft into Mexico is also subject to prior authorization by the SICT, and the importer must register the imported aircraft with the Mexican Aeronautical Registry.
Aeronautical Registry
The registration of an aircraft in Mexico is governed by the Mexican Civil Aviation Law and the Mexican Aeronautical Registry Regulation. Aircraft operated in Mexico by Mexican concessionaires are allowed to fly in Mexican airspace, as well as land in, and take-off from, Mexican territory, provided that such aircraft have been properly registered with the Mexican Aeronautical Registry, which is supervised by the AFAC through the Air Security General Office (Subdirección General de Seguridad Aérea). In order to register an aircraft in Mexico and maintain such registration, an aircraft must have a certificate of registration and a certificate of airworthiness issued by AFAC, which must be inside the aircraft at all times as a requirement to operate.
A certificate of registration grants Mexican nationality to the aircraft and serves as evidence of its enrollment with the competent aviation authority. A certificate of airworthiness certifies that an aircraft is suitable for flight operations and is valid for two years from the date of the inspection by the AFAC. The certificate of airworthiness authorizes the aircraft to fly in Mexican airspace, subject to ongoing compliance with certain technical requirements and conditions, and it may be renewed annually as long as the aircraft continues to meet the standards set by the SICT.
The Mexican Civil Aviation Law mandates that each civil aircraft bear distinctive marks designating its nationality and registration number.
The registration of an aircraft may be cancelled if it is found that the aircraft failed to comply with the requirements for registration and, in particular, if the aircraft has failed to comply with any applicable safety requirements specified by the AFAC or the Mexican Civil Aviation Law.
All acquisitions and transfers of aircraft operated by Mexican concessionaires, as well as the lease of such aircraft, must be registered in the Mexican Aeronautical Registry. In addition, the importation of civil or commercial aircraft into Mexico is subject to prior authorization by the SICT and the importer must register the imported aircraft with the Mexican Aeronautical Registry. All information relating to the contractual status of an interest in aircraft, including purchase and sale agreements, leases and mortgages, must be filed with the Mexican Aeronautical Registry for the relevant transaction to be effective and to provide the general public with an updated record of any amendments made to the aircraft’s certificate of registration.
As of this date, all of the aircraft that comprise our fleet have been authorized by and registered with the AFAC.
Route Rights
Domestic Routes
The SICT, through the AFAC, has the authority to grant domestic airlines the right to operate routes in Mexico, subject to the airline having filed studies, satisfactory to such authority, demonstrating the technical and financial viability of such routes and fulfilling certain conditions with respect to the inclusion of such routes in the respective concessions or permits, as applicable. In order to grant licenses for such routes and to modify existing routes, the SICT evaluates the actual capacity of the infrastructure of the relevant airports, as well as the increase in demand and competition among airlines.
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In addition, route frequencies are granted subject to the condition that they are operated on a frequent basis. Any airline’s route frequency rights may be terminated if, among other things, the airline fails to begin operation of a given route for a period exceeding 90 days or if the airline suspends its operations, except in cases of force majeure. The SICT’s approval of new routes or changes to existing routes is part of an administrative procedure and does not require an amendment to the existing concession; instead, it is deemed part of the existing concession.
International Routes
In Mexico, all applications for new routes or amendments of existing routes must be filed with the SICT, which will grant the relevant authorization under the provisions of the applicable bilateral agreements and the general policies of the Mexican aviation authorities. International route rights for major city pairs, as well as the corresponding landing rights, derive from bilateral air transportation agreements negotiated between Mexico and the respective foreign governments. Under such agreements, each government grants the other the right to designate one or more of its domestic airlines to operate services on a regular basis between certain destinations in each country. Airlines are only entitled to apply for new international routes when such routes are made available under these agreements. International routes to the United States, where our main international destinations are located, are subject to our concessions, international routes authorization permits issued by the AFAC, the Mexican Civil Aviation Law and the Air Transport Agreement between the Government of the United States of America and the Government of the United Mexican States (Acuerdo sobre Transporte Aéreo entre el Gobierno de los Estados Unidos de América y el Gobierno de los Estados Unidos Mexicanos) dated December 18, 2015. The other international routes that we operate are authorized under international treaties with the relevant country, with the exception of Honduras where, as of the date of the annual report, there is no treaty in place.
Similar to domestic routes, international route frequencies are granted subject to the condition that they are frequently operated. An airline may lose its rights to operate international routes if it reduces the operational frequency to certain low levels for more than 180 days, except in case of force majeure.
Airport Slots
Under the Airports Law and its respective regulation, the departure and arrival slots in a Mexican airport are set by the management of each airport, after taking into consideration the view of the operations and slots committee of such airport and the general rules established by the SICT, and are reflected in each airline’s air transportation schedule, depending on the season (summer/winter). Each air transportation schedule for the current season represents the authorization for an airline to depart from, or to arrive at, specific airports within a predetermined timeframe, such period is known as a “slot.”
A slot, like a route, may not be transferred by one airline to another without prior notice to the relevant airports and prior approval from the SICT. The Airports Law and its respective regulation allow for the exchange or assignment of slots, but only as long as the requirements established in the law are met (including having made all payments regarding airport services and air navigation services by both of the airlines involved, having occupied the slot for at least the previous year, and notifying the airport manager that the aforementioned circumstances have been met). Under certain conditions stated in the applicable regulations, slots may be removed from carriers.
Under the Airports Law, each airport in Mexico must have an operation and slots committee, which recommends slot allocations, among other duties. Mexican regulations with respect to slot allocations are a matter of federal law and apply to all Mexican airports. The SICT is entitled to impose administrative sanctions on airlines that fail to comply with landing and takeoff slots. The airport manager is directly responsible for the allocation of slots and may withdraw them from any airline that breaches the conditions of the allocated slot, pursuant to the Airports Law and its regulation, regardless of the sanctions that the SICT may impose.
On February 16, 2015, CNA commenced an investigation of the market of air transport services that use MEX for their landing and/or take-off procedures, in order to determine the likelihood of the existence of competition barriers or essential inputs that could generate anti-competitive effects. In 2017, CNA resolved that slots and other airport infrastructure related to take-off and landing are essential inputs and imposed certain corresponding corrective measures. Several industry stakeholders, including MEX, carriers and labor unions, filed constitutional proceedings (amparos indirectos) against the resolution and the corrective measures. In 2020, a federal court of appeals ruled against CNA, upholding a 2019 lower court judgment. This decision is not subject to appeal. We cannot guarantee that CNA will not initiate antitrust investigations regarding slot usage in MEX in the future.
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On March 3, 2022, the SICT issued a resolution declaring that the terminal buildings in MEX were saturated and, as a result, required a revision in certain slot allocation procedures. In October 2022, an agreement among certain airlines and MEX resulted in a temporary reduction in hourly operations from 61 to 52 at MEX to permit the airport to make facilities related improvements. This reduction applied to international and Mexican carriers. A second temporary reduction in hourly operations from 52 to 43 came into effect on January 8, 2024. On May 26, 2025, an increase to 44 hourly operations was announced. Pursuant to a statement issued by AFAC in August 2023, the second reduction in hourly operations that started in January 2024 applies only to domestic flights from and to MEX operated by Mexican carriers.
Airport Infrastructure
The SICT is in charge of introducing the policies and development programs of the civil airports and their services, including the control towers and the airport safety operations. The smaller regional airports may belong to the states or municipalities in Mexico and, in such cases, they are often managed by local governmental entities. The SICT is in charge of granting concessions or permits for the construction, administration and operation of Mexican civil airports.
Under the terms that are established pursuant to the National Airport Safety Program (Programa Nacional de Seguridad Aeroportuaria), each concessionaire or permit holder for a civil aerodrome is responsible for inspecting the passengers and their carry-on luggage before entering the gate area, The air carrier is responsible for inspecting checked baggage and the cargo that will be transported, in accordance with the provisions of the Mexican Civil Aviation Law and its regulations.
The use of areas within civil airports, such as hangars and check-in counters, is subject to the terms of the commercial agreements entered into with the airport operators. Airport services must be provided to all customers on a non-discriminatory basis.
In 1995, the Mexican government, which controlled and operated all airports in Mexico, initiated the privatization of Mexican airports by enacting the Airports Law, which regulates the construction, management and operation of airports. In 1998, 50-year concessions were granted to private companies to develop and manage certain airports in Mexico pursuant to a public bidding process. Three private airport operators (GAP, OMA, and ASUR) were incorporated and granted 50-year concessions to operate airports in Mexico. In the first stage of the privatization process, the Mexican government sold a minority stake to strategic partners. The privatization process culminated in mid-2006, when the Mexican government sold the balance of its holdings to the public via initial public offerings. We conduct our operations at each airport we fly to pursuant to an agreement with the operating entity of such airport.
Airport Facilities and Operations Agreements
Our main hub of operations is based at MEX, and we also operate in other airports in and outside of Mexico. We operate hangars, aircraft parking and other airport service facilities at MEX and other Mexican airports through concessions granted by the AFAC. Our operations in each airport are conducted under agreements with the respective airport’s operator. For further information about out airport operating agreements, see “Item 4. Information on the Company—B. Business Overview —Airport Facilities and Operations.”
Our operations at MEX are governed by agreements between our airlines, Aeroméxico and Aeroméxico Connect, and the MEX airport authority, Aeropuerto Internacional de la Ciudad de México, S.A. de C.V. The agreements with respect to Aeroméxico and Aeroméxico Connect operations at MEX were executed in 2023. Pursuant to such agreements, the MEX airport authority provides:
• landing services, which include use of the taxiway system, runway and taxiway lights and other visual systems;
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• boarding services, which include assignment and use of the contact or remote aprons for boarding passengers, cargo, mail and baggage, and usage of parking signs, lighting and permanent parking areas for ground support equipment;
• aircraft parking services; and
• passenger services, which include carry-on baggage screening, use of automatic specialized equipment and personnel for passengers and carry-on baggage screening.
Under the airport services agreements, we have the right to use MEX’s infrastructure to conduct Aeroméxico’s and Aeroméxico Connect’s operations. These agreements allow us to receive additional security and monitoring services from third party providers. Our current airport service agreements with AICM related to MEX expire on December 31, 2026 and may be extended by mutual consent. We may terminate these airport service agreements without liability upon prior notice to the MEX airport administration.
In addition, these agreements may be terminated without liability to us if operations at MEX cease due to a gubernatorial decision or if the MEX airport authority loses its concession to operate the airport.
Fares
Under the Mexican Civil Aviation Law, Mexican airlines have the right to freely determine the applicable fares for the services they provide, in terms that enable the rendering of services in satisfactory conditions of quality, competitiveness, safety and consistency.
All fares must be registered with the SICT to be effective and must describe clearly and explicitly all the applicable restrictions. Fares are monitored on a regular basis by the SICT, as well as by the PROFECO, to prevent airlines from operating in a way that is predatory or detrimental to the economic viability of the industry. Fares for our international flights must be approved by the SICT in accordance with the applicable international treaties.
The SICT may deny the registration of fares, and thus their effectiveness, if it deems them predatory or that imply monopolistic practices, market dominance from an antitrust perspective or unfair competition preventing the participation in the market of other concessionaires or licensees or otherwise deemed in contravention of Mexican antitrust regulations. In addition, the SICT may impose maximum and minimum fare levels to promote sound commercial competition.
In addition, the SCJN determined that the freedom of the airlines to determine the fares is limited and subject to the following conditions:
• the fares must be competitive;
• the terms must allow economic competition;
• the terms and prices must be maintained for the time and conditions offered;
• the fares cannot be discriminatory; and
• the disclosed information must be truthful, verifiable and clear.
Aircraft Maintenance
Mexican airlines have the obligation to provide maintenance to their aircraft and to maintain them in an airworthy condition. Maintenance must be carried out according to the manufacturer’s maintenance manuals and the maintenance programs approved by the AFAC. The AFAC has the authority to inspect the aircraft, their maintenance records and safety procedures. Based on those inspections, the AFAC may determine that the aircraft do not have the capacity to fly and, in certain cases, revoke their respective airworthiness certification.
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The aircraft that fly internationally must comply with the requirements of the aviation authority in the countries to which they fly, including the FAA for the aircraft that fly to the United States and the European Aviation Safety Agency for aircraft that fly to the European Union. The aviation authorities from the jurisdictions in which we operate also conduct regular maintenance and safety-related inspections on our aircraft while these aircraft are in their jurisdictions. In addition, our aircraft lessors and lenders conduct regular in-person inspections on our aircraft and we are contractually required under our leases and financing agreements to maintain and operate our aircraft in compliance with applicable regulatory requirements.
All maintenance for Aeroméxico and Aeroméxico Connect is also periodically subject to an IATA Operational Safety Audit, which is considered the highest industry standard for operational safety and aircraft maintenance. This process is a part of our IOSA program, which consists of a standardized evaluation required to comply with industry requirements to increase the safety of civil aviation and optimize commercial assessments.
Consumer Protection
Mexican airlines are subject to the Mexican consumer protection laws, which regulate the relationships between suppliers, service providers and consumers.
On June 26, 2017, the Mexican Civil Aviation Law and the Mexican Consumer Protection Law were amended to grant additional rights to air travel passengers. Pursuant to these amendments, Mexican airlines must clearly inform their passengers about their rights, comply with passengers’ protection rules, and publish fares and ticket restrictions. These amendments also present a criteria to indemnify passengers in case of delayed departures, provided that such delays are attributable to the airline, as well as additional passengers’ rights. Mexican airlines must provide information related to their operations to the SICT, including monthly reports logbooks, statistics, statements and complaint rates.
These regulations are primarily enforced by the PROFECO. In recent years, the PROFECO has increasingly fined Mexican airlines. These fines are related to consumers’ complaints about additional charges, lost or damaged luggage and flight cancellations or delays. In 2023, we were notified of two new potential fines by PROFECO. The first potential fine relates to unreturned airport tariffs (Tarifa de Uso de Aeropuerto), or TUA. Under this investigation, PROFECO claims that we unduly retained the TUA from customers when they were entitled to be reimbursed in case of missed flights. The second potential fine concerns flights cancellations due to volcano ashes pollution in May 2023 that disrupted operations at MEX and other nearby airports. The fines levied by PROFECO in connection with both allegations were declared null and void by the competent courts as a result of the challenges filed by us. PROFECO did not timely challenge these judicial decisions and, as such, they are final and not subject to appeal.
In February 2019, the SCJN issued several criteria (tesis jurisprudenciales) regarding the interpretation and application of the amendments to the Mexican Civil Aviation Law with respect to passengers’ rights, therefore limiting the ability of the airlines to determine fares (particularly with regards to the right of the passengers to have minimum luggage in domestic flights without incurring additional charges).
Civil Liability
The applicable local legal framework that governs liability of air carriers for passenger injury or death in domestic carriage consists of the Mexican Civil Aviation Law, the Regulation to the Civil Aviation Law (Reglamento de la Ley de Aviación Civil), the Mexican Federal Civil Code (Código Civil Federal), the Mexican Penal Civil Code (Código Penal Federal) and the Mexican Federal Labor Law (Ley Federal del Trabajo) for the calculation of the applicable compensations. Specifically, the Mexican Civil Aviation Law, the Warsaw Convention, as amended by the Montreal Convention, and the Mexican Federal Civil Code contain the guidelines related to the limits of liability of an aircraft operator for damages caused to third parties during its air and ground operations or resulting from persons or objects ejected from the aircraft.
Mexican courts have occasionally disregarded the civil liability limitations established in the Warsaw Convention and awarded damages based on the Mexican Federal Civil Code and the Mexican Consumer Protection Law. Mexican law expressly limits the amounts of such awards. In this sense, despite the existence of the pre-emptive effect provided for in Articles 29 and 24 of the Montreal and Warsaw Conventions, which intends to pre-empt claims under the general legal framework applicable in Mexico for any such claims that fall within the scope of the Conventions, the SCJN has awarded compensation above the limits under both Mexico’s federal law guidelines and international treaties. As a consequence, Mexican courts have broad jurisdiction over consumer protection laws and adopt favorable interpretations to the passenger.
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The SCJN has issued decisions removing any possible limits on air carrier’s civil liability, whether for torts or contractual breaches. The SCJN has ruled that such air carrier’s liability limitations breach Articles 1 and 4 of the Mexican Constitution because those liability limitations do not have constitutionally valid purpose. However, SCJN has recognized that the carrier’s liability may be limited if the damage occurs as a result of fault or inexcusable negligence of the victim.
Similarly, the Mexican Federal Civil Code provides that when a person uses mechanisms, instruments, apparatus, machines or substances that are dangerous given either their speed, their explosive or flammable nature, the power or electricity that they carry, or for any other analogous reason, such person are responsible for any damages caused, even if its actions were not contrary to law, except if it can be established that the damage was caused by the inexcusable fault or negligence of the victim.
Insurance
Under the Mexican Civil Aviation Law, airlines that operate in Mexico must obtain and maintain insurance from reputable insurance companies that covers liabilities which may arise from damages and/or losses to passengers, cargo, checked-in luggage and third parties as a result of their operations. Airlines must submit to the SICT their insurance contracts for approval prior to the commencement of operations. With respect to international flights, an airline’s insurance must comply with applicable treaties and/or bilateral agreements. See “Item 4. Information on the Company—B. Business Overview—Business—Insurance.”
Mexican Federal Government Requisition Power
Under the Mexican Civil Aviation Law and its regulations, in the event of a natural disaster, war, serious disturbance of public order or imminent danger to the national security, peace or national economy in Mexico, the Mexican federal government has the power to take control of and operate the aircraft, ancillary property and equipment, on a temporary basis, of Mexican airlines until the applicable condition has ceased. In such cases, other than in the context of an international war, the Mexican government is required, under applicable law, to compensate such airline for damages caused based on the results of a valuation performed by appraisers determined by the government, and considering the affected party and its average annual income on the year before the requisition. No assurance may be given as to whether any such compensation will be adequate or timely paid. See “Item 3. Key Information—D. Risk Factors—Risks Related to Our Business—The Mexican government may use our aircraft or expropriate our assets under certain circumstances beyond our control.”
In addition, under the Mexican Expropriation Law (Ley de Expropiación), the Mexican government has the right to expropriate assets for the public good (causas de utilidad pública) and the government is required to pay fair market compensation in connection with any such expropriation. Under the expropriation laws, the Mexican federal government may expropriate assets when it considers the assets to be necessary to establish, maintain or preserve public services, including public air transportation services. Applicable law does not specify precisely how the compensation should be calculated or the timing for the payment. If our assets are expropriated, we cannot assure that compensation will be fair or timely, if at all.
Foreign Investment Limitations under Mexican Law
Under the Mexican Foreign Investment Law, companies that have concessions to provide air transportation services cannot maintain foreign investment in excess of 49% of the number of the company’s voting shares. This 49% general limitation cannot be exceeded directly or indirectly through trusts, shareholders’ or similar agreements, corporate structure strategies or any other mechanism that grant control to non-Mexican investors of more than 49%, except for permitted “neutral” investments with limited voting power.
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Pursuant to the Mexican Foreign Investment Law, the following are considered as a foreign investment:
• any participation of non-Mexican investors, which includes individuals, corporations, other entities or trusts, in any percentage in the capital stock of a Mexican company;
• any investment made by a Mexican company of which the majority capital is held by non-Mexicans investors (whether individuals or entities); and
• any participation of non-Mexican investors, which includes individuals, corporations, other entities or trusts, in any percentage in the acts and activities listed by the Mexican Foreign Investment Law.
The general rule provides that foreign investment may participate in any percentage in the capital stock of Mexican companies, except in the cases specified in the Mexican Foreign Investment Law or any other Mexican law.
The Mexican Foreign Investment Law establishes that certain investments that have no voting rights or limited voting rights, and that are authorized as such by the applicable Mexican governmental authorities, are neutral investments (inversión neutra) and are not to be considered for the purposes of applicable foreign investment limitations. As such, non-Mexican investors may acquire more than 49% of the equity of an air transportation company through neutral investments, if voting rights attributable to such non-Mexican investors do not exceed 49% of the relevant company’s voting rights. Alternatively, approved neutral investments may consist of mechanisms, such as trusts, to limit voting and nonvoting rights according to the Mexican Foreign Investment Law requirements.
On May 28, 2002, the DGIE authorized Grupo Aeroméxico to issue series N shares, considered a “neutral investment,” that may be owned by non-Mexican investors. As of the date of this annual report, we do not have any issued or outstanding series N shares. Nevertheless, on March 30, 2011, the DGIE authorized investments in our common shares by non-Mexican investors that may not exceed 90% of our aggregate outstanding shares and are considered “neutral” because voting rights may not exceed the voting rights of 49% of the number of the shares represented at a shareholders’ meeting, even if ownership by non-Mexican investors exceed the 49% threshold. The remaining votes of shares attributable to non-Mexican investors are aggregated to the vote of the majority Mexican investors.
Pursuant to the DGIE Regulatory Approval, on March 12, 2024 the DGIE authorized Grupo Aeroméxico to amend its bylaws to become a publicly traded company, subject to complying with certain requirements regarding its capital structure and corporate restrictions to ensure control of Mexican investors of our company.
As a consequence of the foregoing, at our ordinary general shareholders’ meeting held on April 30, 2024, our shareholders approved the conversion of our company into an S.A.B. de C.V., and the proposed amendments to our bylaws to comply with the LMV and to include other customary provisions applicable to Mexican publicly-traded corporations. We submitted a new draft of our bylaws to the DGIE and comply with the DGIE requirements with respect to our capital structure, but the timing of this review and eventual approval of the subsequent amendment of our bylaws are uncertain, as the DGIE may request additional information or further amendments to our bylaws.
To comply with the Mexican Foreign Investment Law, we must follow several requirements, including the following:
• shares owned by non-Mexican investors will only confer voting rights limited to a maximum percentage equal to 49% of Mexican investor owned shares represented at the relevant shareholders’ meeting;
• shares owned by Mexican investors must always represent at least 10% of all of Grupo Aeroméxico’s shares;
• in no case the non-Mexican investment may exceed 90% of all Grupo Aeroméxico’s shares; and
• the majority of our directors must be appointed or removed by our Mexican investors
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Based on the authorizations referred to in the prior paragraph, Grupo Aeroméxico’s bylaws state the following limitations applicable to foreign investment:
• shares owned by non-Mexican investors are considered neutral investments automatically and without the need of any further act, subject to the limitations discussed below. The shares grant only the rights and are subject to the limitations stated in our bylaws;
• shares owned by non-Mexican investors, directly or through the ADSs, which are considered neutral investments, confer rights that consist of the right to attend shareholders’ meetings, and exercise voting rights in respect of up to 49% of the Mexican investor owned shares represented at the relevant shareholders’ meeting. The voting rights of the remaining shares owned by such non-Mexican investors exceeding such 49% threshold are deemed voted (and votes will be deemed cast) in the same manner as the vote of the majority of the Mexican investors, even if ownership by non-Mexican investors exceeds 49%;
• if the shares held by non-Mexican investors that are considered as neutral investments are transferred to a Mexican investor, such shares will automatically and with no need of further act be considered as shares with full voting rights;
• shares owned by non-Mexican investors cannot exceed 90% of Grupo Aeroméxico’s outstanding shares. At all times, at least 10% of the shares must be beneficially owned by Mexican investors;
• pursuant to our bylaws, we are required to provide to the DGIE and the Mexican Foreign Investment Registry any information requested by them to verify compliance with the provisions of our bylaws regarding foreign ownership. At least once a year, we must provide to such authorities (i) information on the foreign investment of Grupo Aeroméxico’s shares; and (ii) information on Grupo Aeroméxico’s ownership in its various subsidiaries; and
• Mexican individuals or Mexican entities should always hold control of Grupo Aeroméxico. Under no circumstances the control of our company may be transferred to non-Mexican investors, individually or collectively, legally or in fact, in any manner. Any resolution or agreement in breach of the foregoing is void. For further information about limitations to foreign investment, see “Exhibit 2.1—Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934, as Amended—Restrictions Applicable to non-Mexican Investors” and “Item 3. Key Information—D. Risk Factors—Risks Relating to Ownership of our Shares and ADSs—Mexican law precludes non-Mexican control of our company, limiting the voting power and the number of shares that can be held by non-Mexican investors.”
U.S. Regulation
The airline industry is heavily regulated by the U.S. government. Operations to and from the U.S. by non-U.S. airlines, such as Aeroméxico and Aeroméxico Connect, are subject to Title 49 of the U.S. Code, pursuant to which the DOT and the FAA (two of the primary regulatory authorities overseeing air transportation in the United States) exercise regulatory authority.
The DOT has jurisdiction over economic issues affecting air transportation, such as unfair or deceptive competition, consumer protection matters related to advertising, baggage liability and disabled passenger transportation, as well as over international aviation in connection with the United States, subject to review by the President of the United States. The DOT has authority to issue permits required for airlines to provide air transportation.
The FAA is responsible for regulating and overseeing matters relating to air carrier flight operations, including airline operating certificates, aircraft certification and maintenance and other matters affecting air safety. The FAA requires each commercial airline to obtain and hold an FAA air carrier certificate and to comply with Federal Aviation Regulations 129 and 145. This certificate, in combination with operations specifications issued to the airline by the FAA, authorizes the airline to operate at specific airports using aircraft approved by the FAA.
The U.S. Department of Justice also has jurisdiction over airline competition matters under the U.S. federal antitrust laws.
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Authorizations and Licenses
We are authorized by the U.S. DOT to engage in regular and charter air transportation services, including the transportation of persons, property (cargo) and mail, or combinations thereof, between points in Mexico and points in the United States and beyond (via intermediate points in other countries). We hold the necessary authorizations from the U.S. DOT in the form of a foreign air carrier permit, exemption authorizations and statements of authorization to conduct our current operations to and from the United States. The exemption authorizations and the statements of authorization are temporary in nature, and both are subject to renewal; therefore, there can be no assurance that any particular exemption or statement of authorization will be renewed. Our foreign air carrier permit has no expiration date, while a renewal of the exemption authorization was timely filed and the authorization was automatically extended until such time as the U.S. DOT issues the renewal order.
Our DOT permit to act as a foreign carrier has been in effect since March 8, 2017. Under the DOT order, this permit may terminate:
• upon the dissolution or liquidation of our company;
• upon the enactment of any treaty, convention or agreement that terminates the bilateral agreement that grants us the right under the permit;
• upon the effective date of any permit granted by the DOT to any other carrier designated by the government of Mexico in lieu of us; or
• upon the termination or expiration of the applicable air services agreement between the United States and Mexico.
However, the last item above does not apply if prior to such termination or expiration, our air transportation services are authorized under another treaty, convention or agreement to which the United States and Mexico become parties.
The FAA is engaged in regulation with respect to safety matters, including aircraft maintenance and operations, equipment, aircraft noise, ground facilities, dispatch, communications, personnel, training, weather observation and other matters affecting air safety. The FAA requires each foreign air carrier to obtain certain operations specifications that authorize it to operate to particular airports on approved international routes using specified equipment. We currently hold FAA operations specifications under Part 129 of Title 14 of the Federal Regulations Code relating to “foreign air carriers and foreign operators of U.S.-registered aircraft engaged in common carriage” and we believe we are in compliance in all material respects with all the requirements necessary to maintain such operations specifications in good standing.
The FAA can amend, suspend, revoke or terminate those specifications, or can suspend temporarily, or revoke permanently, our authorization if we fail to comply with the regulations and applicable provisions, and can assess civil penalties for such failure. An amendment, suspension or revocation of any of our U.S. DOT authorizations or FAA operations specifications could have a material adverse effect on our business.
The FAA also conducts safety audits and has the power to impose fines and other sanctions for violations of airline safety regulations. We have not incurred any material fines related to operations.
Safety
Our main priority is providing safe transportation. We adopt high standards of training and education for our crew and maintenance personnel and for the maintenance of our aircraft. We have established world-class safety standards and we were the first Mexican airline to receive the IOSA safety certification from the IATA. Our IOSA certifications have been renewed as a result of each review. Our Aeroméxico Connect’s IOSA certification expires on July 1, 2027. Our Aeroméxico’s IOSA certification expires on November 13, 2026.
We are engaged in the TSA’s Program to Prevent Acts of Unlawful Interference and the United States Border Protection and Customs Agency’s Safety Program. We have also earned a Customs-Trade Partnership Against Terrorism certificate. Furthermore, Aeroméxico is an ISASI active member, focused on the prevention of air accidents, and a member of the Flight Safety Foundation, a non-profit organization that is focused on improving world-wide air safety.
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We are the first airline in Mexico to adopt and implement the ICAO recommendation on the Safety Administration System, which is the most advanced and standardized safety procedure system in the airline industry.
In May 2021, the FAA downgraded Mexico to Category 2 following a review of the Federal Civil Aviation Agency of the Government of Mexico because it concluded that Mexico did not comply with ICAO’s international aviation safety standards. As a result of this decision, our existing flights to and from the United States continued their normal operations, but we were subject to restrictions as long as Mexico remained a Category 2 country. These restrictions included certain adjustments to our code sharing agreements and prohibitions to increase routes or frequencies to certain locations, add new flight destinations and register new aircraft allowed to fly in United States’ airspace. By contrast, airlines from the United States could continue to operate without restrictions in flights to and from Mexico. On May 3, 2023, the Mexican government published amendments to the Mexican Civil Aviation Law (Ley de Aviación Civil) and the Airports Law in the Mexican Federal Official Gazette. These amendments incorporate into law the ICAO standards needed to comply with the IASA requirements for a Category 1 FAA country. The SICT announced through AFAC that it would request a final audit by IASA and implement any measures requested by IASA to recover Mexico’s Category 1 FAA country status. The audit was completed on June 2, 2023. On September 14, 2023, the FAA upgraded Mexico back to Category 1 status.
Security
On November 19, 2001, the Aviation and Transportation Security Act, or the ATS Act, was passed by the Congress of the United States passed and signed into law by President George W. Bush. The ATS Act restructured aspects of civil aviation security and created the TSA, which took over security responsibilities previously held by the FAA. The TSA is an agency of the U.S. Department of Homeland Security. The ATS Act requires, among other things, the implementation of certain security measures by airlines and airports, such as, the requirement that all passenger bags be screened for explosives. Funding for airline and airport security required under the ATS Act is provided in part by a $5.60 per segment passenger security fee, subject to a $11.20 per roundtrip cap; however, airlines are responsible for costs in excess of this fee. Implementation of the requirements of the ATS Act has resulted in increased costs for airlines and their passengers. Since the events of September 11, 2001, Congress has mandated and the TSA has implemented numerous security procedures and requirements that have imposed and will continue to impose burdens on airlines, passengers and carriers.
Customs and Border Protection
Our service to the U.S. is also subject to CBP (a law enforcement agency that is part of the U.S. Department of Homeland Security), immigration and agriculture requirements and the requirements of equivalent foreign governmental agencies. Like other airlines flying international routes, from time to time we may be subject to civil fines and penalties imposed by CBP if un-manifested or illegal cargo, such as illegal narcotics, is found on our aircraft. These fines and penalties, which in the case of narcotics, are based upon the retail value of the seizure, may be substantial. Although we have implemented comprehensive procedures designed to reduce the risk of illegal cargo being placed on our aircraft and we seek to cooperate actively with CBP and other U.S. and foreign law enforcement agencies in investigating incidents or attempts to introduce illegal cargo, there can be no assurance that these procedures will prevent all such un-manifested or illegal cargo.
Noise Restrictions
Under the Airport Noise and Capacity Act of 1990, or the ANCA, and related FAA regulations, aircraft that fly to the United States must comply with certain “Stage 3” noise restrictions, which are currently the most stringent FAA noise requirements. All of our aircraft that fly to the United States meet the Stage 3 requirements.
Under the direction of the ICAO, governments are considering the creation of a new and more stringent noise standard than that contained in the ANCA. The ICAO adopted new noise standards in 2001 that established more stringent noise requirements for aircraft manufactured after January 1, 2006. In the U.S., legislation known as the “Vision 100-Century of Aviation Reauthorization Act,” which was signed into law in December 2003, required the FAA to issue regulations implementing “Stage 4” noise standards consistent with the recommendations adopted by the ICAO. FAA regulations require all aircraft designed and certified after January 1, 2006 to comply with Stage 4 and Stage 3 noise restrictions. As of December 31, 2025, our Boeing 787 fleet complied with this requirement.
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DOT Passenger Protection Rules
We are subject to DOT passenger protection regulations when operating flights to or from the United States. These regulations govern a wide range of matters, including how fares are displayed, required customer disclosures, access by disabled passengers, compensation for denied boarding, handling of long onboard delays and reporting of mishandled baggage. Certain requirements, such as denied boarding compensation under CFR 250.2 apply exclusively to flights departing from the U.S. As of the date of this annual report, we fully comply with all applicable DOT requirements, including, among others, refund obligations, denied boarding compensation, accessibility standards, and other passenger protection rules. We maintain ongoing oversight of these matters, including through engagement with U.S. outside legal counsel, to monitor regulatory developments and timely implement adjustments to our policies, procedures and training programs, as needed. Through these measures, we are committed to comply with all DOT requirements and maintain high standards of passenger service and regulatory compliance.
Other Restrictions
Additionally, FAA regulations require compliance with the Traffic Alert and Collision Avoidance System, approved airborne wind shear warning system and aging aircraft regulations. Our fleet meets these requirements. In addition, all air carriers are subject to certain provisions of the Communications Act of 1934, due to their extensive use of radio and other communication facilities, and are required to obtain an aeronautical radio license from the U.S. Federal Communications Commission, or the FCC. To the extent we are subject to FCC requirements, we have taken and will continue to take all necessary steps to comply with those requirements. Additional U.S. laws and regulations have been proposed from time to time that could significantly increase the cost of airline operations by imposing additional requirements or restrictions on companies that provide air transportation services.
Bilateral Air Transportation Agreement between the Governments of Mexico and the United States
On November 21, 2014, the governments of Mexico and the United States agreed to amend the Bilateral Air Transportation Agreement in effect between the two countries since August 15, 1960, which had not been amended since 2005. The amendment was signed on December 18, 2015 and was ratified by the Mexican senate on April 26, 2016 and the final approval by the U.S. was announced by the White House on July 22, 2016. The amendment entered into force on August 21, 2016, allowing for a larger number of airlines to fly on existing and new routes between both countries.
The modernization of the Bilateral Air Transportation Agreement opened up the possibility to implement more sound partnerships between airlines in Mexico and the United States, expanded the number of destinations served and allowed for more flight frequencies and options for our customers, facilitating the flow of people between the two countries. As a result, new opportunities have been created by Aeroméxico in order to take advantage of Mexico’s strategic location and increase penetration into international markets. A renegotiation and/ or termination of the Bilateral Air Transportation Agreement or other related events, such as increased competition in these cross-border routes may have an adverse material effect on the Mexican air industry and affect our business, financial position and operating results. See “Item 3. Key Information—D. Risk Factors—Risks Related to Our Business—The airline industry is highly competitive, and we may face greater competition on a significant portion of our business and routes.”
Environmental Regulations
Mexico
Mexican airlines are subject to various federal, state and municipal laws and regulations relating to the protection of the environment, including the disposal of materials and chemical substances and aircraft noise. These laws and regulations are enforced by various Mexican governmental authorities, each of which may impose administrative sanctions in case of violations, in addition to criminal or civil liabilities. We believe we are currently in compliance in all material respects with Mexican environmental regulations.
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The main regulations relating to the protection of the environment are the General Law of Ecological Balance and Protection of the Environment (Ley General del Equilibrio Ecológico y Protección al Ambiente), the regulations of the General Law of Ecological Balance and Protection of the Environment regarding Environmental Impact and Prevention and Control of Air Pollution and of Hazardous Waste (Reglamentos en Materia de Evaluación del Impacto Ambiental, Prevención y Control de Contaminación de la Atmosfera), the General Law for Prevention and Handling of Waste (Ley General de Prevención y Gestión Integral de Residuos) and the National Waters Law (Ley Nacional de Aguas). Further, we are also subject to their secondary regulations and Official Mexican Standards, specifically Official Standard NOM 036 SCT3 2000, which regulates the maximum limits of aircraft noise emissions as well as the requirements to comply with such limits.
Generally, these regulations are primarily enforced by the Mexican Ministry of Environment and Natural Resources (Secretaría de Medio Ambiente y Recursos Naturales, or the SEMARNAT). The SEMARNAT has the power to initiate administrative and criminal proceedings against companies that violate environmental laws or the regulations thereunder and has the authority to shut down facilities that do not comply with applicable regulations. These laws and regulations cover, among others, water, air, noise pollution, and hazardous waste. Pursuant to these regulations, we are required to file periodic reports with respect to air, noise and hazardous waste emissions and to comply with certain wastewater disposal standards.
We place significant emphasis on operating our business efficiently and in an environmentally friendly manner. In connection with our concession, we must meet environmental standards, monitor our operations that have a material environmental impact and implement actions that limit such impacts. We have implemented programs encouraging the responsible use of water, adequate disposal of waste and optimization of the amount of electricity that we consume.
United States and Other Countries
We are subject to various U.S. federal, state and local laws and regulations relating to the protection of the environment and related matters, such as air pollution (including greenhouse gas emissions), noise pollution, waste and discharges to surface and subsurface water, safe drinking water, and the use, management, release, discharge and disposal of, and exposure to, materials and chemicals, which laws and regulations are administered by numerous state and federal agencies.
The EPA regulates our operations in the United States, including air carrier operations, which affect the quality of air in the United States. In January 2021, the EPA adopted GHG emission standards for new aircraft engines, aligning with the 2017 standards adopted by ICAO for aircraft engine GHG emission standards. Similar to the ICAO standards, the EPA’s standards do not apply retroactively to engines on in-service aircraft. Pursuant to the Clean Air Act, the FAA issued a final rule in February 2024 to implement these standards, introducing new fuel efficiency certification regulations. These regulations apply to airplanes manufactured after January 1, 2028, as well as to uncertified large business and commercial jet aircraft. The new requirements took effect in April 2024. We believe the aircraft in our fleet meet all current emission standards issued by the EPA. Concern about climate change and greenhouse gases may result in additional regulation or taxation of aircraft emissions in the United States and abroad. See “Item 3. Key Information—D. Risk Factors—Risks Related to Our Business—The airline industry is subject to strict environmental laws and regulations, and compliance or potential breach of, or liabilities arising under, such laws and regulations may be costly and materially affect our business, financial condition and operating results.”
The Airport Noise and Capacity Act of 1990 recognizes the rights of operators of U.S. airports with noise problems to implement local noise abatement programs so long as such programs do not interfere unreasonably with interstate or foreign commerce or the national air transportation system. This statute generally provides that local noise restrictions on Stage 3 aircraft first effective after October 1, 1990 require FAA approval. Our operations could be adversely impacted if locally imposed regulations become more restrictive or widespread. In addition, foreign governments may enact or allow airports to enact similar restrictions, which could adversely impact our international operations or require significant expenditures in order for our aircraft to comply with the restrictions. For example, in 2022, to reduce noise, the Netherlands announced a multi-phase plan to reduce the maximum number of flights authorized annually at Amsterdam’s Schiphol Airport. In 2023, airlines and airline associations, including Delta and KLM, challenged the initial phase of the plan. The U.S., the European Commission and other governments also raised legal concerns about the plan with the Dutch government. In November 2023, the Netherlands suspended the initial phase of the plan, and in 2024, the Netherlands Supreme Court found that the Dutch government’s flight reduction plan was unlawful. The Dutch government has issued a revised plan, which is under review with the European Commission. Neither the outcome of the review of the plan, nor the impact of its implementation, can be determined at this time.
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In 2016, the ICAO adopted a resolution creating CORSIA, providing a framework for a global market-based measure to stabilize CO2 emissions in international civil aviation (i.e., civil aviation flights that depart in one country and arrive in a different country). CORSIA has been implemented in phases, starting with the participation of 129 ICAO member states, including the United States and Mexico, on a voluntary basis during a pilot phase (from 2021 through 2023), and a first phase (from 2024 through 2026), followed by an obligatory second phase (from 2027) for member states whose civil aviation CO2 emissions exceed certain thresholds. The countries in which we operate are ICAO member states and therefore in the future we may be financially affected due to compliance with CORSIA’s mandates.
In addition, CO2 emissions from aviation have been included in the EU ETS. Under the EU ETS, all airlines operating in Europe, European and non-European alike, are required to monitor, report and verify their CO2 emissions and to tender allowances against those emissions at the end of each year. Airlines are required to purchase allowances from a market if they exceed their allocation of free allowances. Initially, this proposal affected only intra-European flights, as agreed in Regulation No. 421/2014 and extended by Regulation (EU) 2017/2392. The initial scope of the ETS, however, was narrowed so that it would apply only to flights within the EEA through 2023 to align with the pilot phase of CORSIA. In 2023, the EU adopted new legislation extending this narrow scope of the EU ETS until 2027. It also requires a review of CORSIA’s effectiveness in 2026, which could potentially lead to expansion of the EU ETS to include all flights departing the EU and EEA. As a result of the United Kingdom’s withdrawal from the EU, UK flights are no longer part of the EU ETS and are instead regulated under a separate UK ETS scheme. UK ETS is applicable to UK domestic flights and flights from the UK to EEA countries.
Labor Regulations and Social Security
We must comply with the Mexican Federal Labor Law (Ley Federal del Trabajo) and with general labor regulations issued by the Mexican Ministry of Labor and Social Prevention, which govern issues such as employees’ hours and working conditions, health risks, fringe benefits and the dismissal of employees.
We are also subject to the following labor collective bargaining agreements with:
• ASPA, which represents Aeroméxico’s and Aeroméxico Connect’s pilots;
• ASSA, which represents Aeroméxico’s flight attendants;
• STIA, which represents Aeroméxico Connect’s flight attendants and maintenance staff; and
• Independencia, which represents Aeroméxico’s maintenance and airport staff and Aeroméxico’s Cargo’s staff; and
• SNTTTAS, which represents Aeroméxico Sistemas Integrados’ employees.
In this respect, we must comply with the Social Security Law (Ley del Seguro Social) through the Mexican Social Security Institute (Instituto Mexicano del Seguro Social), which covers mandatory insurances for:
• occupational hazards (accident or occupational disease);
• diseases and maternity (medical care and disability payment);
• disability (general illness which prevents working) and life (death of the insured);
• retirement, unemployment at old age (pension by age and years quoted); and
• nurseries and social benefits.
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The 2021 labor reform consists of amendments to several labor laws and regulations, including the Mexican Federal Labor Law. The labor reform has three main objectives:
• to severely limit personnel subcontracting, both outsourcing (from third-parties) and insourcing (from affiliates);
• to clarify the amount of employers’ profit-sharing obligation; and
• to establish new penalties in respect of the non-availability of tax deductions and fines for failure to comply with subcontracting requirements
Under the reform, personnel subcontracting is prohibited, except subcontracting of services or of services that not directly related to a company’s corporate purpose or main economic activity. In addition, personal subcontracting in respect of specialized or permitted services requires the service provider to register the agreement with Mexico’s labor authority. The labor reform sets forth that no tax deductions are permissible in respect to payments made under irregular outsourcing services (such as payments to a service provider that is not registered with the labor authorities).
C. ORGANIZATIONAL STRUCTURE
The following chart shows our simplified corporate structure, reflecting our main shareholders and material operating companies, as of the date of this annual report:
(1) Includes 242,853,020 shares held directly by the Apollo shareholder and 32,197,150 shares held by Banco Actinver F/5292 Trust on behalf of the Apollo shareholder. See “Item 7. Major Shareholders and Related Party Transactions—A. Major Shareholders.”
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We have three main operating subsidiaries: Aerovías Empresa de Cargo S.A. de C.V. (known as Aeroméxico Cargo), Aerovías de México S.A. de C.V. (known as Aeroméxico), and Aerolitoral S.A. de C.V. (known as Aeroméxico Connect). Aeroméxico is our principal commercial airline subsidiary operating mainly on high-density routes, such as international routes and among the Mexican business triangle between Mexico City, Guadalajara and Monterrey. Aeroméxico Connect is our second commercial airline subsidiary for short-haul markets and covers mostly domestic destinations within Mexico. As of December 31, 2025, Aeroméxico and Aeroméxico Connect employed approximately 75.42% of our employees.
Aeroméxico Cargo is our operating subsidiary providing freight services to our customers locally and internationally. Estrategias Especializadas en Negocios, S.A. de C.V. provides airport ground handling services exclusively to us. PLM manages our loyalty program, Aeroméxico Rewards. All of our subsidiaries are incorporated in Mexico.
For more information regarding our subsidiaries, see “Exhibit 8.1—List of subsidiaries of the Registrant.”
D. PROPERTY, PLANTS AND EQUIPMENT
Our main assets consist of the interest in our subsidiaries and certain industrial property as further described below.
Aircraft
The table below shows the number of aircraft in our fleet, including leased and owned aircraft, as of the dates indicated:
As of December 31,
2025 2024 2023
Aeroméxico
B787 22 22 20
B737-800-NG 34 34 35
B737-8 MAX 45 37 33
B737-9 MAX 30 21 18
Subtotal 131 114 106
Aeroméxico Connect
E190 34 34 40
Total(1) 165 148 146
(1) This total (i) excludes five owned B737-700-NG aircraft which, as of December 31, 2025, were not flown in revenue passenger service and are being maintained to source spare engines and (ii) includes one leased B787 aircraft which, as of December 31, 2025, was leased and in the delivery process, and started operating in 2026.
In 2025, we added eight B737-8 MAX, nine B737-9 MAX and one Boeing 787 Dreamliner to our operational fleet. In 2024, we added four B737-8 MAX, three B737-9 MAX and two Boeing 787 Dreamliners to our operational fleet. In 2023, we added six aircraft to our fleet, one Boeing 787 Dreamliner and five Boeing 737 MAX aircraft.
We expect to lease at least five new aircraft between 2026 and 2027, of which three will be Boeing 737 MAX aircraft and two will be Boeing 787 Dreamliner aircraft.
As of December 31, 2025, we had 165 passenger aircraft in our operating fleet, of which 137 aircraft were leased, 26 aircraft were subject to finance lease agreements and two aircraft were owned by us. In 2025, one of our operating leases was converted into finance leases. As of December 31, 2024, we had 148 passenger aircraft in our operating fleet, of which 122 aircraft were leased, 24 aircraft were subject to finance lease agreements and two aircraft were owned by us. In 2024, we paid off two of our aircraft finance leases. As of December 31, 2023, we had 146 passenger aircraft in our operating fleet, of which 136 were leased and 10 aircraft were subject to finance lease agreements.
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Engines
The table below shows the number of leased spare engines in our fleet as of December 31, 2025:
As of December 31, 2025
Engine type
Leased engines
CF34-10 10
CFM 56 1
LEAP 11
GENX 6
Total leased engines(1) 28
Owned engines
CFM 56 10
CF34-10 1
Total owned engines 11
Total(1) 39
(1) Excludes four CFM 56 engines, three CF34-10 engines and one LEAP engine that were in redelivery process to the lessor as of December 31, 2025.
Aircraft lease agreements
We lease our aircraft from many of the principal international aircraft lessors in the market, with relatively low concentration. This approach reduces the risks associated with leasing assets from a small group of lessors. The table below shows information about our leased aircraft and aircraft subject to financing as of December 31, 2025.
As of December 31,
Number of Aircraft % of total aircraft Aircraft average age
Leased aircraft
Aeroméxico Connect 17 10.3 % 16.2
Aeroméxico 120 72.7 % 6.0
Financed aircraft
Aeroméxico Connect(1) 17 10.3 % 15.6
Aeroméxico(2) 9 5.5 % 12.7
Owned aircraft
Aeroméxico 2 1.2 % 19.3
Total(3) 165 100 % 8.6
(1) Consists of finance leases of E190 aircraft that are not considered financial debt pursuant to IFRS 16.
(2) Consists of (i) eight finance leases considered as financial debt pursuant to IFRS 16 and supported by EXIM guarantees; and (ii) one finance lease not considered as financial debt pursuant to IFRS 16.
(3) This total (i) excludes five owned B737-700-NG aircraft which, as of December 31, 2025, were not flown in revenue passenger service and are being maintained to source spare engines and (ii) includes one leased B787 aircraft which, as of December 31, 2025, was leased and in the delivery process, and started operating in 2026.
Real estate
We lease our main offices located at Paseo de la Reforma No. 243 in Mexico City, consisting of three floors within a large office tower, totaling approximately 4,581 square meters. In addition, in 2016, we entered into the Torre Aeroméxico Project, a joint venture with a consortium with Mexican developers, which consists of the construction of an office tower in Paseo de la Reforma No. 445 in Mexico City, where our offices were previously located. The project is expected to be completed by the end of 2026, and, upon completion of this project, we expect to own properties totaling 9,000 square meters at Torre Aeroméxico. We intend to relocate to Torre Aeroméxico upon the completion of the project. We do not expect any penalty or early termination fee under our current lease agreement. We own properties located in the vicinity of MEX. We own a property of approximately 21,690 square meters adjacent to MEX, where we have part of our operations offices and an AM Connect hangar, and a property of approximately 6,334 square meters adjacent to MEX, where we have administrative offices known as the International Civil Aviation Training Center (Centro Internacional de Adiestramiento de Aviación Civil), or the CIAAC, from AFAC.
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In addition, we own other land in Ixtapa, Zihuatanejo and Cozumel Mexico. We lease several spaces at MEX from the airport operator, totaling approximately 248 thousand square meters that are used for our operations. The lease agreements for these lots have different expiration dates. We have completed the renewal process for all of the agreements that expired in 2024. The renewed agreements have an expiration date of December 2028, and as of the date of this annual report, we are in the process of renewing the only agreement that expired in June 2025. This new agreement will expire in June 2029 (which will integrate another agreement that was due to expire in 2027) and will now be for two lots. The rent on these leases increase annually based on the movement of the INPC.
We also lease property in other airports. The main leased areas outside of MEX consist mostly of maintenance and aircraft parking facilities. We lease land in the Miguel Hidalgo y Costilla International Airport, and the site where we built our detachable maintenance hangar has a total area of approximately 44.7 thousand square meters. We also lease real estate of approximately 68.7 thousand square meters at the Querétaro Intercontinental Airport and of approximately 10 thousand square meters at the Monterrey International Airport. We also lease space at several airports for our daily operations. The terms of each of these leases and the monthly rent varies in each airport.