A.Selected Financial Data Not applicable. B.Capitalization and Indebtedness Not applicable. C.Reasons for the Offer and Use of Proceeds Not applicable. D.Risk Factors Risks Relating to our Company Failure to successfully implement our business strategy may adversely affect our results of operations and harm the market value of our Class A shares. We intend to continue expanding our service to new markets as well as increasing the frequency of flights to the markets we currently serve. Achieving these goals allows our business to benefit from cost efficiencies resulting from economies of scale. We expect to have substantial cash needs as we expand, including cash required to fund aircraft acquisitions or aircraft deposits as we add to our fleet. If we do not have enough cash to fund such projects, we may not be able to successfully expand our route system, therefore, our future revenue and earnings growth would be limited. As we restart routes, add new frequencies to existing routes or add new routes, our advertising and other promotional costs generally increase, which may result in initial losses that could have a negative impact on our results of operations as well as require substantial amounts of cash. We also periodically run special promotional fare campaigns. Promotional fares can have the effect of increasing load factors while reducing our yield on such routes during the period that they are in effect. The number of markets we serve and flight frequencies depend on available demand and on our ability to identify the appropriate geographic markets upon which to focus and to gain suitable airport access in addition to route approval in the aforementioned markets. There can be no assurance that the markets we enter will yield passenger traffic at the expected fares that will be sufficient to make our operations in those new markets profitable. Any condition that would prevent or delay our access to key airports or routes, including limitations on the ability to process more passengers, the imposition of flight capacity restrictions, the inability to secure additional route rights or renew existing route rights that we ceased to use during the pandemic, under bilateral agreements or the inability to maintain our existing slots, flight banks and obtain additional slots, could constrain the expansion of our operations. Our business also requires skilled personnel, equipment and facilities. The inability to hire, train and/or retain pilots and other personnel or secure the required equipment and facilities efficiently, cost-effectively, and on a timely basis, could adversely affect our ability to execute our plans. It also could strain our existing management resources and operational, financial and management information systems to the point where they may no longer be adequate to support our operations, requiring us to make significant expenditures in these areas. Difficulties obtaining necessary equipment could also affect our business. Considering these factors, we cannot ensure that we will be able to successfully establish new markets or expand our existing markets, and our failure to do so could have an impact on our business and results of operations, as well as the value of our Class A shares. 4 Table of Contents Our performance is heavily dependent on economic and political conditions in the countries in which we do business. Travel expenditures are sensitive to personal and business discretionary spending levels and tend to grow more slowly or decline during economic downturns. A substantial portion of our assets is located in Panama and a significant portion of our passengers’ trips either originate or end in Panama. Furthermore, a large majority of Copa’s flights operate through our hub at Tocumen International Airport. As a result, we depend on economic and political conditions prevailing from time to time in Panama. A new presidential administration began in Panama in 2024 and will last until 2029. Political shifts could lead to changes in economic or regulatory policies that could affect the business environment in Panama. Additionally, loss of investor confidence or downgrades of Panama’s credit rating could result in increases to financing costs and adversely affect our operations in Panama. Panama has retained its investment-grade status with credit ratings of “Baa3” from Moody’s and “BBB-” from S&P, but we cannot guarantee that Panama’s credit rating or rating outlook will not be downgraded in the future. We also derive a substantial portion of our revenues from Colombia, Brazil, the United States, Argentina, and other countries in Latin America. In the past, we have been negatively impacted by poor economic performance in certain emerging market countries in which we operate, as well as by weaker Latin American currencies. The imposition of adverse economic policies in these countries could materially and adversely affect the economy or national currency of each country, which could increase the cost of our operations and the value of our assets in such countries. For example, the Brazilian and Argentinian currencies have historically been subject to significant exchange rate fluctuations in relation to the U.S. dollar and other currencies and have been devalued frequently over the past decades. Venezuela has experienced difficult political conditions and declines in the rate of economic growth as well as governmental actions that have adversely impacted businesses operating there. In recent periods, the Venezuelan government has suspended commercial flights between Venezuela and certain countries, including Panama, the United States government has suspended commercial passenger and cargo flights between the United States and Venezuela, and we have cancelled flights between Panama and Venezuela as a result of disruptions of diplomatic and commercial relations between the two countries. In July 2024, following general elections in Venezuela, commercial flights between Panama and Venezuela were suspended due to a temporary disruption in diplomatic and commercial relations. After resuming in May 2025, with limited operations to Caracas, we suspended service to Caracas in December 2025 due to operational and safety-related considerations. As of January 30, 2026, restrictions have been lifted and operations in Venezuela, including between Venezuela and the United States, have been restored. On January 3, 2026, the United States launched a series of strikes against Venezuela and captured and removed former President Maduro and his wife, Cilia Flores, from the country. As a result, flights into and out of Venezuela and the eastern Caribbean were disrupted for approximately five days. Following the U.S. strikes, Venezuela announced a state of national emergency, and the Vice President, Delcy Rodriguez, has been elevated to the Presidency. Further escalation of the situation in Venezuela or significant prolonged disruption of flights could have a material adverse effect on the region and on our business, financial position, results of operations and cash flows. On January 5, 2026, we resumed flights to Maracaibo and on January 13, 2026, we resumed scheduled commercial flights between Panama and Caracas, initially with a daily frequency, although we expect to restore additional frequencies thereafter. There is significant uncertainty about the future relationship between the United States and other countries with respect to tariffs, trade policies, taxes, and government regulations. The United States government has in recent years adopted a series of broad-based tariffs and import surcharges, resulting in a more restrictive trade environment. In 2026, the Supreme Court of the United States invalidated certain expansive tariffs. In response, the U.S. administration implemented a temporary 15% global tariff. These actions, and the ongoing uncertainty surrounding future tariff policy, have heightened trade tensions and have prompted, and may continue to prompt, retaliatory or responsive measures by U.S. trading partners, which could adversely affect international passenger traffic, demand for air travel, and broader global economic conditions. We are subject to certain regulations from U.S. governmental authorities, including the Federal Aviation Administration (“FAA”). Any changes or potential changes in trade policies in the United States, other related regulator actions, the potential corresponding actions by other countries in which we do business and their political and economic relationships could adversely and materially affect our business, results of operations, and financial conditions. 5 Table of Contents Any of the following developments (or a continuation or worsening of any of the following currently in existence) in the countries in which we operate could adversely affect our business, financial condition, liquidity and results of operations: •changes in economic or other governmental policies, including exchange controls; •changes in regulatory, legal or administrative practices; or •other political or economic developments over which we have no control. Additionally, a significant portion of our revenues are derived from discretionary and leisure travel, which are especially sensitive to economic downturns and political conditions. An adverse economic and/or political environment, whether global, regional or in a specific country, could result in a reduction in passenger traffic, and leisure travel in particular, as well as a reduction in our cargo business, and could also impact our ability to raise fares, which in turn would materially and negatively affect our financial condition and results of operations. The cost of financing our aircraft may increase, or the availability of financing could be limited, which could negatively impact our business. Since 2013, we have been able to obtain favorable financing terms through Japanese Operating Leases with Call Options (“JOLCOs”), which are a form of financing obtained from Japanese lenders. If the JOLCO market were to substantially decrease or become unavailable, this could limit our financing options and potentially increase our overall financing cost. Additionally, we have historically been able to achieve favorable financing terms through commercial and US Export-Import bank guaranteed loans, sale-leasebacks, as well as operating leases. Changes in interest rates and the associated risk premium, in particular with respect to U.S. dollar financing, may affect our financing costs, including as a result of central bank responses to inflation and macroeconomic trends. If the costs of such financing increase or we are unable to obtain such financing, we may be forced to incur higher than anticipated financing costs, which could have an adverse impact on our business, including the execution of our growth strategy. If we are unable to successfully operate new aircraft, in particular our Boeing 737 MAX aircraft, our business could be harmed. We fly and rely on Boeing aircraft. As of December 31, 2025, we operated a fleet of 125 Boeing aircraft. In 2026, we expect to take delivery of 8 additional Boeing 737 MAX 8 aircraft. In the future we expect to continue incorporating new aircraft into our fleet. This is based on a variety of factors, including the implementation of our business strategy. Acquisition of new aircraft involves a variety of risks relating to their ability to be successfully placed into service including: •manufacturer’s delays in meeting the agreed upon aircraft delivery schedule; •difficulties in obtaining financing on acceptable terms to complete our purchase of all of the aircraft we have committed to purchase; and •the inability of new aircraft and their components to comply with agreed upon specifications and performance standards. In addition, we cannot predict the reliability of our new fleet as the aircraft matures. In particular, we cannot predict the reliability of the Boeing 737 MAX aircraft and its LEAP 1B engines. Aviation regulatory authorities have periodically issued model-specific airworthiness directives, operational requirements, and modified operating procedures following safety incidents and consequent investigations with respect to the Boeing 737 MAX aircraft. These regulatory actions have, on occasion, resulted in temporary fleet groundings that caused significant operational disruptions, including flight cancellations and schedule adjustments. Following such groundings, we have completed required technical inspections, modified training and operating procedures, and fulfilled other regulatory requirements before returning affected aircraft to service. Technical issues with our aircraft and/or engines in the future would increase our maintenance expenses and could lead to flight cancellations and other disruptions in our services. Additionally, there can be no assurance that the FAA and/or AAC will not, now or in the future, apply additional maintenance or oversight in relation to the operation of the 737 MAX aircraft, which will delay delivery of these aircraft and/or materially increase the cost of operating this aircraft type. 6 Table of Contents We have historically operated using a hub-and-spoke model and are vulnerable to competitors offering direct flights between destinations we serve and/or opening new hubs. The general structure of our flight operations follows what is known in the airline industry as a “hub-and-spoke” model. This model aggregates passengers by operating flights from a number of “spoke” origins to a central hub through which they are transported to their final destinations. In recent years, many traditional hub-and-spoke operators have faced significant and increasing competitive pressure from low-cost, point-to-point carriers on routes with sufficient demand to sustain point-to-point service. A point-to-point structure enables airlines to focus on the most profitable, high-demand routes and to offer greater convenience and, in many instances, lower fares. As demand for air travel in Latin America increases, some of our competitors have initiated non-stop service between destinations that we currently serve through our hub in Panama. Additionally, newer aircraft models, such as Boeing 737 MAX and Airbus 320-NEO, allow nonstop flights in certain city pairs that could not be served with prior generation narrow-body aircraft and may bypass our hub. New aircraft models may have greater range, which could allow competitors to explore new competitive routes overflying our Hub. Competitors are also opening new international hubs in various countries. Competitive services, which bypass our hub in Panama, may be more convenient and possibly less expensive than our services and could significantly decrease demand for our service to those destinations. In December 2016, we launched a low-cost business model, Wingo, to diversify our offerings and to better compete with other low-cost carriers, or “LCCs,” in the market. However, our traditional hub-and-spoke model remains our primary operational model and we believe that competition from point-to-point carriers will be directed towards the markets that we serve and is likely to continue at this level or intensify in the future. As a result, the effect of competition on us could be significant and could have a material adverse effect on our business, financial condition and results of operations. We may not realize benefits from Wingo, our low-cost business model. Wingo is our low-cost business model, which is operated by AeroRepública, S.A. In 2021, we expanded operations by incorporating a new operator based in Panama, La Nueva Aerolínea S.A., which began operating under the Wingo brand in the third quarter of 2023. Since August 2025, La Nueva Aerolínea S.A. has not conducted any passenger service due to better performing route alternatives and has exclusively conducted freight operations. As of December 31, 2025, Wingo utilized ten Boeing 737-800 aircraft, each configured with 186 seats in a single-class cabin. During recent years, we have successfully operated our Wingo low-cost business model, achieving better results than initially expected. This success prompted us to transition the Boeing 737-700 fleet to Boeing 737-800 aircraft, which offers increased seat density and lower unit costs, thereby strengthening our competitive position. However, our experience with the low-cost business model is still limited, and we may face challenges in accurately predicting its long-term impact. Wingo’s passenger services are currently provided under a Colombian Air Operator Certificate (“AOC”), primarily targeting the Colombian domestic and international markets. These markets are highly competitive, with local legacy carriers significantly increasing capacity and driving yields down. Consequently, Wingo’s operational results could be adversely affected by the local economic and the competitive environment. Our business is subject to extensive regulation which may restrict our growth, our operations or increase our costs. Our business, financial condition and operational results could be adversely affected if we or certain aviation authorities in the countries to which we fly fail to maintain the required foreign and domestic governmental authorizations necessary for our operations. In order to maintain the necessary authorizations issued by the AAC, the Colombian Civil Aviation Administration (the Unidad Administrativa Especial de Aeronáutica Civil, or the “UAEAC”), and other corresponding foreign authorities, we must continue to comply with applicable statutes, rules and regulations pertaining to the airline industry, including any rules and regulations that may be adopted in the future. In addition, Panama is a member state of the International Civil Aviation Organization, or “ICAO,” a United Nations specialized agency. ICAO coordinates with its member states and various industry groups to establish and maintain international civil aviation standards and recommended practices and policies, which are then used by ICAO member states to ensure that their local civil aviation operations and regulations conform to global standards. We cannot predict or control any actions that the AAC, the UAEAC, the ICAO or other foreign aviation regulators may take in the future, which could include restricting our operations or imposing new and costly regulations or policies. Also, our fares are subject to review by the AAC, the UAEAC, and the regulators of certain other countries to which we fly, any of which may in the future impose restrictions on airfares. 7 Table of Contents We are also subject to international bilateral air transport agreements that provide for the exchange of air traffic rights between each of Panama and Colombia, and various other countries, and we must obtain permission from the applicable foreign governments to provide service to foreign destinations. There can be no assurance that existing bilateral agreements between the countries in which our airline operating companies are based and foreign governments will continue, or that we will be able to obtain more route rights under those agreements to accommodate our future expansion plans. Any modification, suspension or revocation of one or more bilateral agreements could have a material adverse effect on our business, financial condition and results of operations. The suspension of our permits to operate in certain airports or destinations, the cancellation of any of our provisional routes, the inability for us to obtain favorable take-off and landing rights at certain high-density airports or the imposition of other sanctions could also have a negative impact on our business. We cannot be certain that a change in a foreign government’s administration of current laws and regulations or the adoption of new laws and regulations will not have a material adverse effect on our business, financial condition and results of operations. The most active government regulator among the countries to which we fly is the FAA. The FAA from time to time issues directives and other regulations relating to the maintenance and operation of aircraft that require significant expenditures. FAA requirements cover, among other things, security measures, collision avoidance systems, airborne wind shear avoidance systems, noise abatement and other environmental issues, and increased inspections and maintenance procedures to be conducted on older aircraft. The FAA has issued grounding orders for certain aircraft models, including the 737 MAX, during safety investigations, resulting in operational disruptions including flight cancellations and delays. Following such incidents, we have implemented modified operating procedures, enhanced pilot training, flight control software updates, and other maintenance tasks before resuming operations of affected aircraft. See “—If we are unable to successfully operate new aircraft due to safety concerns, in particular our Boeing 737 MAX aircraft, our business could be harmed.” If the FAA or the U.S. Transportation Security Administration, or “TSA”, were to issue additional regulations on aircraft, our ability to carry out regular operations could be negatively impacted. As we expand our presence on routes to and from the United States, we expect to continue incurring expenses to comply with the FAA’s and TSA’s regulations, and any increase in the cost of compliance could have an adverse effect on our financial condition and results of operations. Copa Airlines is authorized by the U.S. Department of Transportation (“DOT”) to engage in scheduled and charter air transportation services, including the transportation of persons, property (cargo) and mail, or combinations thereof, between points in Panama and points in the United States and beyond (via intermediate points in other countries). Copa Airlines holds the necessary authorizations from the DOT in the form of a foreign air carrier permit and statements of authorization to conduct our current operations to and from the United States. Our foreign air carrier permit has no expiration date. A modification, suspension or revocation of any of our DOT authorizations or FAA operating specifications, or of the authorizations or arrangements governing Panama’s aviation relationship with the United States, could have a material adverse effect on our business. The growth of our operations to the United States and the benefits of our code-sharing arrangements with United Airlines (“UAL”) are dependent on Panama’s continued favorable international aviation safety rating and our ability to maintain compliance with international aviation safety standards. The FAA periodically audits the aviation regulatory authorities of other countries. As a result of this inspection, each country is given an International Aviation Safety Assessment, or “IASA,” rating. Panama is currently rated a Category 1 country under the IASA program, which means that Panama complies with the safety requirements set forth by ICAO. In 2024, Copa Airlines and Copa Colombia successfully completed IOSA audits by external providers. IATA has evolved IOSA into a risk-based audit model (RBI), which updates the audit methodology and tailors the scope of each audit based on an operator’s specific risk profile. We cannot guarantee that the government of Panama and the AAC in particular, will continue to meet international safety standards, and we have no direct control over their compliance with IASA guidelines. If Panama’s IASA rating were to be downgraded in the future, it could prevent us from increasing service to the United States and could affect our code-share arrangement with UAL. We are highly dependent on our hub at Panama City’s Tocumen International Airport. Our business is heavily dependent on our operations at our hub at Panama City’s Tocumen International Airport. Most of our Copa flights either depart from or arrive at our hub. Our operations and business strategy are therefore dependent on its facilities and infrastructure. In addition, the hub-and-spoke structure of our operations is particularly dependent on the on-time arrival of tightly coordinated groupings of flights (or banks) to ensure that passengers can make timely connections to continuing flights. Like other airlines, we are subject to delays caused by factors beyond our control, including air traffic, congestion at airports, adverse weather conditions, power outages and increased security/health measures. As saturation of Tocumen 8 Table of Contents International Airport increases, we could face operational efficiency challenges. The growing congestion could lead to longer turnaround times, delayed flights, reduced aircraft utilization and increased costs, all of which in turn could negatively affect our profitability. Furthermore, if the airport is unable to expand during the next years, it could limit our ability to capitalize on growth opportunities, adversely affecting our competitive position in the market. Tocumen International Airport is operated by a corporation that is owned and controlled by the government of the Republic of Panama. We depend on our track record and good working relationship with the governmental-owned corporation that operates the airport to ensure that we have adequate access to aircraft parking positions, landing rights and gate assignments for our aircraft to accommodate our current operations and future plans for expansion. The corporation that operates Tocumen International Airport does not enter into any formal, written leases or other agreements with airlines to govern landing rights or to use the airport’s jet ways or aircraft parking spaces. Therefore, we would not have contractual recourse if the airport authority reassigned needed resources in peak times to other airlines, materially raised fees or discontinued investments in the airport’s maintenance and expansion. Moreover, should the Panamanian government choose to privatize or concession the airport to a new operator, our operational costs and fees at Tocumen could rise. Any of these events could have a material adverse effect on our current operations or capacity for future growth. We are exposed to increases in airport charges, taxes and various other fees and cannot be assured access to adequate facilities and landing rights necessary to achieve our business strategy. We must pay fees to airport operators for the use of their facilities. Any additional fees or substantial increase in current airport charges, including at Tocumen International Airport, could have a material adverse impact on our results of operations. Passenger taxes and airport charges have increased in recent years, sometimes substantially, particularly since the beginning of the pandemic. For example, in 2020 the industry experienced materially higher effective rates related to airport services in North America, some of which have since been reduced closer to previous levels. Certain important airports that we use may be privatized in the near future, which is likely to result in significant cost increases to the airlines that use these airports. We cannot ensure that the airports used by us will not impose, or further increase, passenger taxes and airport charges in the future, and any such increases could have an adverse effect on our financial condition and results of operations. Certain airports that we serve (or that we plan to serve in the future) are subject to capacity constraints and impose various restrictions, including slot restrictions during certain periods of the day, limits on aircraft noise levels, limits on the number of average daily departures and curfews on runway use. We cannot be certain that we will be able to obtain a sufficient number of slots, gates and other facilities at airports to expand our services in line with our growth strategy. It is also possible that airports not currently subject to capacity constraints may become so in the future. In addition, an airline must use its slots on a regular and timely basis or risk having those slots re-allocated to others. Where slots or other airport resources are not available or their availability is restricted in some way, we may have to amend our schedules, change routes or reduce aircraft utilization. Any of these alternatives could have an adverse financial impact on us. In addition, we cannot ensure that airports at which there are no such restrictions may not implement restrictions in the future or that, where such restrictions exist, they may not become more onerous. Such restrictions may limit our ability to continue to provide or to increase services at such airports. We have significant fixed financing costs and expect to incur additional fixed costs as we expand our fleet. The airline business is characterized by high leverage. We have significant fixed expenditures in connection with our aircraft and engine leases and facility rental costs, and a significant portion of our property and equipment is pledged to secure indebtedness. For the year ended December 31, 2025, our finance cost totaled $98.4 million. As of December 31, 2025, approximately 53.7% of our total indebtedness bore interest at fixed rates and the remainder was determined with reference to the Secured Overnight Financing Rate (“SOFR”). Most of our aircraft lease obligations bear interest at fixed rates. As of December 31, 2025, the Company had purchase contracts with Boeing involving 85 firm orders of Boeing 737 MAX aircraft, agreed to be delivered between 2026 and 2034. The aircraft under these contracts have an approximate value of $0.2 billion in 2026, $0.5 billion in 2027, $0.9 billion in 2028, $0.4 billion in 2029, and $2.7 billion thereafter, based on contractual obligations net of discounts and pre-delivery payments, including estimated amounts for contractual price escalation. We will require substantial capital from external sources to meet our future financial commitments. In addition, the acquisition and financing of these aircraft will likely result in an increase in our leverage and fixed financing costs. A high degree of leverage and fixed payment obligations could: •limit our ability in the future to obtain additional financing for working capital or other important needs; 9 Table of Contents •impair our liquidity by diverting substantial cash from our operating needs to service fixed financing obligations; or •limit our ability to plan for or react to changes in our business, in the airline industry or in general economic conditions. Any one of these factors could have a material adverse effect on our business, financial condition and results of operations. If we were to determine that our aircraft, rotable parts or inventory were impaired, it would have a significant adverse effect on our operating results. If there is objective evidence that an impairment loss on long-lived assets carried at amortized cost has been incurred, the amount of the impairment loss is measured as the difference between the asset’s carrying amount and the higher of its fair value less cost to sell and its value in use, defined as the present value of estimated future cash flows (excluding future expected credit losses that have not been incurred) discounted at the asset’s risk adjusted interest rate. The carrying amount of the asset is reduced and the loss is recorded in the consolidated statement of profit or loss. In addition to the fact that the value of our fleet declines as it ages, any potential excess capacity in the airline industry, airline bankruptcies and other factors beyond our control may further contribute to the decline of the fair market value of our aircraft and related rotable parts and inventory. When these impairments occur, we are required under IFRS to write down these assets through a charge to earnings. We have recognized impairment charges in prior periods that have had a significant impact on our earnings in that period. Although no impairment indicators were identified in 2025, 2024, or 2023, future impairment charges may adversely affect our financial condition and operating results. In addition, the interest rates on and the availability of certain of our aircraft financing loans are tied to the value of the aircraft securing the loans. If those values were to decrease substantially, our interest rates may rise or the lenders under those loans may cease extending credit to us, either of which could have an adverse impact on our financial condition and results of operations. We rely on information and other aviation technology systems to operate our businesses and any failure or disruption of these systems may have an impact on our operational and financial results. We rely upon information technology systems to efficiently operate our business. We are highly reliant on certain systems for flight operations, aircraft maintenance, check-in, boarding, baggage handling, revenue management and pricing, reservations, accounting, and cargo. Other systems are designed to decrease distribution costs through internet reservations and to maximize cargo distributions, crew utilization and flight scheduling. These systems may not deliver their anticipated benefits. In the ordinary course of business, we may upgrade or replace our systems or otherwise modify and refine our existing systems to address changing business requirements. In particular, our digital channels rely on continuously changing technology and, as this technology is updated, older technology may become obsolete. Our operations and competitive position could be adversely affected if we are unable to upgrade or replace our systems in a timely and effective manner once they become outdated, and any inability to upgrade or replace our systems could negatively impact our financial results. Any transition to new systems may result in a loss of data or service interruption that could harm our business. Information systems could also suffer disruptions due to events beyond our control, including natural disasters, power failures, terrorist attacks, cyber-attacks, data theft, equipment or software failures, computer viruses or telecommunications failures. We cannot ensure that our security measures or disaster recovery plans are adequate to prevent failures or disruptions. Substantial or repeated website, reservations systems or telecommunication system failures or disruptions, including failures or disruptions related to our integration of technology systems, could reduce the attractiveness of our Company versus our competitors, materially impair our ability to market our services and operate flights, result in the unauthorized release of confidential or otherwise protected information, and result in increased costs, lost revenue, or the loss or compromise of important data. We make extensive use of online services and centralized data processing, including through third-party service providers. The secure maintenance and transmission of customer and employee information is a critical element of our operations. Our information technology and other systems, or those of service providers or business partners that maintain and transmit customer information, may be particularly vulnerable to cyberattacks, including ransomware. Our systems may also be compromised by a malicious third-party penetration of our security measures or of a third-party service provider or business partner, or impacted by deliberate or inadvertent actions or inactions by our employees or 10 Table of Contents those of a third-party service provider or business partner. As a result, personal information may be lost, disclosed, accessed or taken without consent. Future cybersecurity requirements in compliance with applicable laws could increase our costs and our reputation and business may be harmed and we may be subject to legal claims if there is a loss, unlawful disclosure or misappropriation of, or unsanctioned access to, our customers’, employees’, business partners’ or our own information, or if there are any other breaches of our information security. We transmit confidential credit card information throughout secure private retail networks and rely on encryption and authentication technology licensed from third parties to provide the security and authentication necessary to effectively secure transmission and storage of confidential information, such as customer credit card information. The Company has made significant efforts to secure its data network. If our security or network were compromised in any way, it could have a material adverse effect on the reputation, business, operating results and financial condition of the Company and could result in a loss of customers. Additionally, any material failure by the Company to achieve or maintain compliance with the Payment Card Industry security requirements or rectify a security issue may result in fines and the imposition of restrictions on the Company’s ability to accept credit cards as a form of payment. As a result of these types of risks, we regularly review and update procedures and processes to prevent and protect against unauthorized access to our systems and information and inadvertent misuse of data. However, it is difficult or impossible to defend against every risk being posed by changing technologies as well as acts of cyber-crime, including the recent adoption of artificial intelligence by cyberattackers. Increasing sophistication of cyber criminals and terrorists make keeping up with new threats difficult and controls employed by our information technology department and cloud vendors could prove inadequate. As a result, we cannot be certain that we will not be the target of attacks on our networks and intrusions into our data, particularly given continuous advances in the technical capabilities of potential attackers, and increased financial and political motivations to carry out cyber-attacks on physical systems, gain unauthorized access to information, make information unavailable for use through, for example, ransomware or denial-of-service attacks, and otherwise exploit new and existing vulnerabilities in our infrastructure. Such a cyber-attack could lead to significant costs or other material financing impacts, which may not be covered by or may exceed the coverage limits of, our cyber insurance, and such costs and impacts may have material adverse effect on our business, reputation, financial condition, cash flows and operating results. The risk of a data security incident or disruption, particularly through cyber-attack or cyber intrusion, including by computer hackers, foreign governments, criminal organizations and cyber terrorists, has increased as the number, intensity and sophistication of attempted attacks and intrusions from around the world have increased. Also, since the COVID-19 pandemic, there is increased reliance on employees working remotely, which has increased the risk of malicious actors exploiting vulnerabilities in their devices. Furthermore, in response to data security threats and to data privacy concerns, there has been heightened legislative and regulatory focus on attacks on critical infrastructures, including those in the transportation sector, and on data security and privacy in Panama, Brazil, the United States and other countries where we operate, including requirements for varying levels of data usage consent and data subject notification in the event of a data security incident. This regulatory environment is increasingly complex and may lead to material obligations to our business, including significantly expanded compliance demands and related costs. Any such loss, disclosure or misappropriation of, or access to, customers’, employees’ or business partners’ information or other breach of our information security could result in legal claims or legal proceedings, including regulatory investigations and actions, may have a negative impact on our reputation and may materially adversely affect our business, operating results and financial condition. Furthermore, the loss, disclosure or misappropriation of our business information may materially adversely affect our business, operating results and financial condition. Our liquidity could be adversely impacted in the event one or more of our credit card processors were to impose material reserve requirements for payments due to us from credit card transactions. We currently have agreements with organizations that process credit card transactions arising from purchases of air travel tickets by our customers. Credit card processors have financial risk associated with tickets purchased for travel that can occur several weeks after the purchase. Our credit card processing agreements provide for reserves to be deposited with the processor in certain circumstances. We do not currently have reserves posted for our credit card processors. If circumstances were to occur requiring us to deposit reserves, the negative impact on our liquidity could be significant, which could materially adversely affect our business. 11 Table of Contents The Company has agreements with financial institutions that process customer credit card transactions for the sale of air travel and other services. Under certain of the Company’s credit card processing agreements, the financial institutions in certain circumstances have the right to require that the Company maintain a reserve equal to a portion of advance ticket sales that has been processed by that financial institution, but for which the Company has not yet provided the air transportation. Such financial institutions may require additional cash or other collateral reserves to be established or additional withholding of payments related to receivables collected if the Company does not maintain certain minimum levels of unrestricted cash, cash equivalents and short-term investments (collectively, “Unrestricted Liquidity”). Our quarterly results could fluctuate substantially, and the trading price of our Class A shares may be affected by such variations. The airline industry is by nature cyclical and seasonal, and our operating results may vary from quarter to quarter. In general, demand for air travel is higher in the third and fourth quarters, particularly in international markets, because of the increase in vacation travel during these periods relative to the remainder of the year. We tend to experience the highest levels of traffic and revenue in July and August, with a smaller peak in traffic in December and January. We generally experience our lowest levels of passenger traffic in April and May. Given our high proportion of fixed costs, seasonality can affect our profitability from quarter to quarter. Demand for air travel is also affected by factors such as disease outbreaks, economic conditions, capacity additions by competitors, war or the threat of war, fare levels and weather conditions. Due to the factors described above and others described in this annual report, quarter-to-quarter comparisons of our operating results may not be good indicators of our future performance. In addition, it is possible that in any quarter our operating results could be below the expectations of investors and any published reports or analyses regarding our Company. In that event, the price of our Class A shares could decline, perhaps substantially. Our reputation and financial results could be harmed in the event of an accident or incident involving our aircraft or the type of aircraft that we operate. An accident or incident involving one of our aircraft could involve significant claims by injured passengers and others, as well as significant costs related to the repair or replacement of a damaged aircraft and its temporary or permanent loss from service. We are required by our creditors and the lessors of our aircraft under our operating lease agreements to carry liability insurance, but the amount of such liability insurance coverage may not be adequate, and we may be forced to bear substantial losses in the event of an accident. Our insurance premiums may also increase, or we may lose our eligibility for insurance, due to an accident or incident affecting one of our aircraft. Substantial claims resulting from an accident in excess of our related insurance coverage or increased premiums would harm our business and financial results. Moreover, any aircraft accident or incident, even if fully insured, could cause the public to perceive us as less safe or reliable than other airlines, which could harm our business and results of operations. The Copa brand name and our corporate reputation are important and valuable assets. Adverse publicity (whether or not justified) could tarnish our reputation and reduce the value of our brand. Adverse perceptions of the types of aircraft that we operate arising from safety concerns or other problems, whether real or perceived, or in the event of an accident involving those types of aircraft, could significantly harm our business as the public may avoid flying on our aircraft. See “—If we are unable to successfully operate new aircraft due to safety concerns, in particular our Boeing 737 MAX aircraft, our business could be harmed.” Fluctuations in foreign exchange rates could negatively affect our net income. In 2025, approximately 67.5% of revenues and 84.2% of expenses were denominated in U.S. dollars (for 2024, U.S. dollar-denominated revenues and expenses were 65.0% and 83.6%, respectively). If the foreign exchange currencies fluctuate in value against the U.S. dollar, our revenues and expenses, expressed in U.S. dollars, as well as our operating margin could be adversely affected. We may not be able to adjust our fares denominated in other currencies to offset any increases in U.S. dollar-denominated expenses, increases in interest expense or exchange losses on fixed obligations or indebtedness denominated in foreign currency. We are also exposed to exchange rate losses, as well as gains, due to the fluctuation in the value of local currencies against the U.S. dollar between the times we are paid in local currencies and the time we are able to repatriate the revenues in U.S. dollars. Typically, this process takes between one and two weeks in most countries to which we fly. 12 Table of Contents Changes in accounting standards could adversely affect our financial results. The IASB, or other regulatory authorities, periodically introduce modifications to financial accounting and reporting standards or issue new financial accounting and reporting standards under which we prepare our consolidated financial statements. These changes can materially affect the way we present our financial condition and results of operations. We may also be required to retroactively apply new or revised standards, which would require us to restate previous financial statements. Our maintenance costs will increase as our fleet ages. The average age of our fleet was approximately 10.2 years as of December 31, 2025. Historically, we have incurred low levels of maintenance expenses relative to the size of our fleet given several parts on our aircraft are covered under multi-year warranties. As our fleet ages, these warranties expire, the time flown by each aircraft increases, and our maintenance costs will increase as well, both on an absolute basis and as a percentage of our operating expenses. If we enter into a prolonged dispute with any of our employees, many of whom are represented by unions, or if we are required to substantially increase the salaries or benefits of our employees, it may have an adverse impact on our operations and financial condition. Approximately 65.9% of our 8,565 employees are unionized. There are currently five unions covering our employees based in Panama: the pilots’ union, the flight attendants’ union, the mechanics’ union, the airport personnel union, which represents ground personnel, drivers, cleaners, passenger service agents, counter agents and other non-executive administrative staff, and another industry union which represents ground personnel and flight attendants. We entered into collective bargaining agreements with the airport personnel union in December 2025, flight attendants’ union in March 2023, the pilot’s union in February 2023 and the mechanics’ union in May 2022. We do not have a collective bargain agreement negotiated with the other industry union, because they do not have the eligible amount of employees. Collective bargaining agreements in Panama typically have four-year terms. In addition to unions in Panama, there are unions in Colombia, Brazil and Argentina that cover our employees in these countries. In Colombia there are four unions covering employees. In Brazil, all airline industry employees in the country are covered by the industry union agreements. In Argentina airport employees are affiliated with an industry union. A strike, work interruption, stoppage or any prolonged dispute with our employees who are represented by any of these unions could have an adverse impact on our operations. These risks are typically exacerbated during periods of renegotiation with the unions, which typically occurs every two to four years depending on the country jurisdiction and the union. Any renegotiated collective bargaining agreement could feature significant wage increases and a consequent increase in our operating expenses. Any failure to reach an agreement during negotiations with unions may require us to enter into arbitration proceedings, use financial and management resources and potentially agree to terms that are less favorable to us than our existing agreements. Employees who are not currently members of unions may also form new unions that may seek further wage increases or benefits. Our business is labor-intensive. We expect salaries, wages, benefits and other employee expenses to increase on a gross basis, and these costs could increase as a percentage of our overall costs. If we are unable to hire, train and retain qualified pilots and other employees at a reasonable cost, our business could be harmed, and we may be unable to complete our expansion plans. Our revenues depend on our relationship with travel agents and tour operators and we must manage the costs, rights and functionality of these third-party distribution channels effectively. In 2025, a portion of our revenues were derived from tickets sold through third-party distribution channels, including those provided by conventional travel agents, online travel agents (“OTAs”) or tour operators. We cannot assure that we will be able to maintain favorable relationships with these ticket sellers. Our revenues could be adversely impacted if travel agents or tour operators elect to favor other airlines or to disfavor us. Our relationship with travel agents and tour operators may be affected by: •the size of commissions offered by other airlines; •changes in our arrangements with other distributors of airline tickets; and 13 Table of Contents •the introduction and growth of new methods of selling tickets. These third-party distribution channels, along with global distribution systems (“GDSs”) that travel agents, OTAs and tour operators use to obtain airline travel information and issue airline tickets, are more expensive than those we operate ourselves, such as our website or travel agencies direct connections. Certain of these distribution channels also effectively restrict the manner in which we distribute our products generally. To remain competitive, we need to successfully manage our distribution costs and rights, increase our distribution flexibility and improve the functionality of third-party distribution channels, while maintaining an industry-competitive cost structure. These initiatives may affect our relationships with our third-party distribution channels. Any inability to manage our third-party distribution costs, rights and functionality at a competitive level or any material diminishment or disruption in the distribution of our tickets could have a material adverse effect on our business, results of operations and financial condition. In September 2022, Copa Airlines implemented a channel differentiation strategy (“Copa Connect”) with the objective of shifting sales to more cost-efficient channels. This strategy adds a distribution surcharge to the fare for tickets purchased through the traditional travel agency GDS channel in order to offset the higher cost of this channel. For travel agencies, and their customers, who want to avoid the GDS distribution surcharge, we have offered a direct connection alternative leveraging the IATA “New Distribution Capability” (NDC) standard. While this strategy initially carried risks related to pricing competitiveness, due to the surcharge, those risks have largely been mitigated as most travel agencies have adopted the new distribution channel. We rely on third parties to provide our customers and us with services that are integral to our business. We have several agreements with third-party contractors to provide certain services primarily outside of Panama. Maintenance services include aircraft heavy checks, engine maintenance, overhaul, component repairs and line maintenance activities. In addition to call center services, third-party contractors also provide us with airport services. At airports other than Tocumen International Airport, most of our aircraft services are performed by third-party contractors. Substantially all of our agreements with third-party contractors are subject to termination on short notice. The loss or expiration of these agreements or our inability to renew these agreements or to negotiate new agreements with other providers at comparable rates could negatively impact our business and results of operations. Further, our reliance on third parties to provide reliable equipment or essential services on our behalf could lead us to have less control over the costs, efficiency, timeliness and quality of our service. A contractor’s negligence could compromise our aircraft or endanger passengers and crew. This could also have a material adverse effect on our business. We expect to be dependent on such agreements for the foreseeable future and if we enter any new market, we will need to have similar agreements in place. We depend on a limited number of suppliers. We are subject to the risks of having a limited number of suppliers for our aircraft and engines. One of the elements of our business strategy is to save costs by operating a simplified fleet. Copa currently operates a fleet of Boeing 737-800/700 Next Generation aircraft powered by CFM 56-7B engines from CFM International and Boeing 737 MAX 9 and MAX 8, powered by Leap 1B engines, from CFM International. If any of Boeing, CFM International or General Electric are unable to perform their contractual obligations, or if we are unable to acquire or lease new aircraft or engines from aircraft or engine manufacturers or lessors on acceptable terms, we would have to find another supplier for a similar type of aircraft or engine. If we have to lease or purchase aircraft from another supplier, we could lose the benefits we derive from our current fleet composition. We cannot ensure that any replacement aircraft would have the same operating advantages or that Copa could lease or purchase engines that would be as reliable and efficient as the current fleet’s. We may also incur substantial transition costs, including costs associated with acquiring spare parts for different aircraft models, retraining our employees, replacing our manuals and adapting our facilities. Our operations could also be harmed by the failure or inability of Boeing, CFM International or General Electric to provide sufficient parts or related support services on a timely basis. Our business would be impacted if a design defect or mechanical problem with any of the types of aircraft, engines or components that we operate were discovered that would ground any of our aircraft while the defect or problem was being addressed, assuming it could be corrected at all. The use of our aircraft could be suspended or restricted by regulatory authorities in the event of any actual or perceived mechanical or design issues as has occurred in recent periods, leading to service interruptions. Our business would also be negatively impacted if the public began to avoid flying with us due to an adverse perception of the types of aircraft that we operate or in the event of an accident involving those types of aircraft or components. 14 Table of Contents We also depend on a limited number of suppliers with respect to supplies obtained locally, such as our fuel. These local suppliers may not be able to maintain the pace of our growth and our requirements may exceed their capabilities, which may adversely affect our ability to execute our day-to-day operations and our growth strategy. Our business could also face disruptions due to external factors beyond our control, such as delays in aircraft deliveries. Boeing has significant production constraints as well as regulatory delays for certain Boeing 737 aircraft, which could impact the timing of deliveries. If we are unable to receive aircraft in a timely manner, our growth plans and operations could be negatively impacted. Additionally, consolidation among aircraft and aircraft parts manufacturers could further limit the number of suppliers. This could result in production instability in the locations in which the aircraft and its parts are manufactured or an inability to operate our aircraft. Our business financial condition and results of operations could be materially affected by the loss of key personnel. To a significant extent, our success depends on the ability of our senior management team and key personnel to operate and manage our business effectively. Most of our employment agreements with key personnel do not contain any non-competition provisions applicable upon termination. Competition for highly qualified personnel is intense. If we lose any executive officer, senior manager or other key employee and are not able to obtain an adequate replacement, or if we are unable to attract and retain new qualified personnel, our business, financial condition and results of operations could be materially adversely affected. Risks Relating to the Airline Industry An outbreak of disease, a pandemic or similar public health threat, could have a material adverse impact on the Company’s business, operating results and financial condition. An outbreak of disease, a pandemic or similar public health threat, or fear of such an event, that affects travel demand or travel behavior could have a material adverse impact on the Company’s business, financial condition and operating results. In addition, outbreaks of disease could result in travel bans or restrictions, increased government restrictions and regulation, including quarantines of our personnel or an inability to access facilities or our aircraft, which could adversely affect our operations. The airline industry is highly competitive. We face intense competition throughout our route network. Overall airline industry profit margins are low and industry earnings are volatile. Airlines compete in the areas of pricing, capacity, scheduling (frequency and flight times), frequent flyer programs, on-time performance, and other services. Some of our competitors have larger customer bases and greater brand recognition in the markets we serve outside Panama, and some of our competitors have greater financial and marketing resources than we have. Airlines based in other countries may also receive subsidies, tax incentives or other state aid from their respective governments, which are not provided by the Panamanian government. In addition, the commencement of or increase in service on the routes we serve by existing or new carriers could negatively impact our operating results. Likewise, competitors’ service on routes that we are targeting for expansion may make those expansion plans less attractive. We compete with a number of other airlines that currently serve some of the routes on which we operate, including Avianca, American Airlines, Delta Air Lines, Aeromexico, and LATAM, among others. Strategic alliances, bankruptcy restructurings and industry consolidations characterize the airline industry and tend to intensify competition. In the past, several air carriers have merged and/or reorganized, including certain of our competitors, such as LAN-TAM, Avianca-Taca, American-US Airways and Delta-Northwest. Traditional hub-and-spoke carriers in the United States and Europe continue to face substantial and increasing competitive pressure from LCCs offering discounted fares. The LCC business model has gained acceptance in the Latin American aviation industry. The LCCs’ operations are typically characterized by point-to-point route networks focusing on the highest demand city pairs, high aircraft utilization, single class service and fewer in-flight amenities. As a result, we may face new and substantial competition from LCCs in the future, which could result in significant and lasting downward pressure on the fares we charge for flights on our routes. Current LCCs, including Volaris, Spirit, Azul, Gol, JetSmart, Sky, Arajet and Frontier, are adding pressure to our fares and are also exploring new competitive routes overflying our Hub. 15 Table of Contents In December 2016, Copa’s subsidiary in Colombia, AeroRepública, launched Wingo, a low-cost business model to serve domestic destinations and some point-to-point international leisure markets, to improve Copa’s position within Colombia and better compete with low unbundled prices from LCCs. In 2021, we incorporated a new Wingo operator based in Panama, La Nueva Aerolínea, S.A. (“LNA”), and in 2023, LNA started operating one 737-800 aircraft. Although we intend to compete vigorously and maintain our strong competitive position in the industry, Avianca, LATAM and JetSmart represent a significant portion of the domestic market in Colombia and have access to greater resources as a result of their larger size. Therefore, Copa faces stronger competition now than in recent years, and its prior results may not be indicative of its future performance. We must constantly react to changes in prices and services offered by our competitors to remain competitive. The airline industry is highly susceptible to price discounting, particularly because airlines incur very low marginal costs for providing service to passengers occupying otherwise unsold seats. Carriers use discount fares to stimulate traffic during periods of lower demand to generate cash flow and to increase market share. Any lower fares offered by one airline are often matched by competing airlines, which tend to result in lower industry yields with little or no increase in traffic levels. Price competition among airlines in the future could lead to lower fares or passenger traffic on some or all of our routes, which could negatively impact our profitability. We cannot be certain that any of our competitors will not undercut our fares in the future or increase capacity on routes in an effort to increase their respective market share. Although we intend to compete vigorously and to assert our rights against any predatory conduct, such activity by other airlines could reduce the level of fares or passenger traffic on our routes to the point where profitable levels of operations cannot be maintained. Due to our smaller size and lesser financial resources compared to several of our competitors, we may be less able to withstand aggressive marketing tactics or fare wars engaged in by our competitors should such events occur. Significant changes or extended periods of high fuel costs or fuel supply disruptions could materially affect our operating results. Fuel costs constitute a significant portion of our total operating expenses, representing approximately 33.3% of operating expenses in 2025, 35.2% in 2024 and 37.6% in 2023. Jet fuel costs have been subject to wide fluctuations as a result of changes in demand, sudden disruptions and other concerns about global supply, as well as market speculation. Both the cost and availability of fuel are subject to many economic, political, weather, environmental and other factors and events occurring throughout the world that we can neither control nor accurately predict, including international political and economic circumstances such as the political instability in major oil-exporting countries in Latin America, Africa and Asia. In recent periods, fuel costs have experienced volatility and threatened fuel supply as a result of international conflicts, including the conflict between Russia and Ukraine, as well as threatened or actual trades tensions or tariffs between different countries, including significant oil producers. We can neither predict the fluctuation of fuel costs nor the extent of its impact on our business operations. Any future fuel supply shortage could result in higher fuel prices or further reductions in scheduled airline services. Moreover, we cannot ensure that we would be able to offset any increases in the price of fuel by increasing our fares. As of December 31, 2025, the Company was not a party to any outstanding fuel hedge contracts and has adopted a strategy of remaining unhedged, while regularly reviewing its policies based on market conditions and other factors. For 2026, although we have not hedged any part of our anticipated fuel needs, we continue to evaluate various hedging strategies and may enter into hedging agreements in the future, as any substantial and prolonged increase in the price of jet fuel will likely materially and negatively affect our business, financial condition and results of operation. We may experience difficulty recruiting, training and retaining pilots and other employees. The airline industry is a labor-intensive business. We employ a large number of flight attendants, maintenance technicians and other operating and administrative personnel. The airline industry has, from time to time, experienced a shortage of qualified personnel. As is common with most of our competitors, considerable turnover of employees may occur and may not always be predictable. When we experience higher turnover, our training costs may be higher due to the significant amount of time required to train each new employee and, in particular, each new pilot. If our pilots terminate their contracts earlier than anticipated, we may be unable to successfully recoup the costs spent to train those pilots. We cannot be certain that we will be able to recruit, train and retain the qualified employees that we need to continue our current operations to replace departing employees. A failure to hire, train and retain qualified employees at a reasonable cost could materially adversely affect our business, financial condition and results of operations. To help address these challenges, we have invested in internal training and development initiatives. These include the Academia Latinoamericana de Aviación Superior (“ALAS”), our pilot training academy established in collaboration with the Technological University of Panama, and the Academia de Técnicos Aeronáuticos (“ATA”), which provides technical training for aircraft maintenance personnel. Although these initiatives are intended to support the 16 Table of Contents development of qualified personnel over the long term, they may not be sufficient to mitigate the impact of labor shortages, regulatory constraints or competitive pressures in the aviation industry. Under Panamanian law, there is a limit on the maximum number of non-Panamanian employees that we may employ. Our need for qualified pilots has at times exceeded the domestic supply and as such, we have had to hire a substantial number of non-Panamanian national pilots. However, we cannot ensure that we will continue to attract Panamanian and foreign pilots. The inability to attract and retain pilots, or a change in Panamanian regulations, may adversely affect our growth strategy by limiting our ability to add new routes or increase the frequency of existing routes. Because the airline industry is characterized by high fixed costs and relatively elastic revenues, airlines cannot quickly reduce their costs to respond to shortfalls in expected revenue. The airline industry is characterized by low gross profit margins, high fixed costs and revenues that generally exhibit substantially greater elasticity than costs. The operating costs of each flight do not vary significantly with the number of passengers flown and, therefore, a relatively small change in the number of passengers, fare pricing or traffic mix could have a significant effect on operating and financial results. These fixed costs cannot be adjusted quickly to respond to changes in revenues, and a shortfall from expected revenue levels could have a material adverse effect on our net income. Our business may be adversely affected by downturns in the airline industry caused by terrorist attacks, political unrest, war or outbreak of disease, which may alter travel behavior or increase costs. Demand for air transportation may be adversely affected by terrorist attacks, war or political and social instability, an outbreak of a disease or similar public health threat, natural disasters, cyber security threats and other events. Any of these events could cause governmental authorities to impose travel restrictions or otherwise cause a reduction in travel demand or changes in travel behavior in the markets in which we operate. Any of these events in our markets could have a material impact on our business, financial condition and results of operations. Furthermore, these types of situations could have a prolonged effect on air transportation demand and on certain cost items, such as security and insurance costs. The terrorist attacks in the United States on September 11, 2001, for example, had a severe and lasting adverse impact on the airline industry, in particular, a decrease in airline traffic in the United States and, to a lesser extent, in Latin America. Our revenues depend on the number of passengers traveling on our flights. Therefore, any future terrorist attacks or threat of attacks, whether or not involving commercial aircraft, any increase in hostilities relating to reprisals against terrorist organizations, including an escalation of military involvement in the Middle East, or otherwise, and any related economic impact could result in decreased passenger traffic and materially and negatively affect our business, financial condition and results of operations. Increases in insurance costs and/or significant reductions in coverage would harm our business, financial condition and results of operations. Following the 2001 terrorist attacks, premiums for insurance against aircraft damage and liability to third parties increased substantially, and insurers reduced their coverage or increase their premiums even further in the event of additional terrorist attacks, hijackings, airline crashes or other events adversely affecting the airline industry abroad or in Latin America. In the future, certain aviation insurance could become unaffordable, unavailable, or available only for reduced amounts of coverage that are insufficient to comply with the levels of insurance coverage required by aircraft lenders and lessors or applicable government regulations. While governments in other countries have agreed to indemnify airlines for liabilities that they might incur from terrorist attacks or provide low-cost insurance for terrorism risks, the Panamanian government has not indicated an intention to provide similar benefits. Increases in the cost of insurance may result in higher fares, which could result in a decreased demand and materially and negatively affect our business, financial condition and results of operations. Also, it is a distinct possibility that the detonation of a nuclear device in any theater of war or in a terrorist attack, could ground the worldwide fleet with insurers applying the automatic cancellation of the war liability cover afforded through AVN 52E. Events such as the conflict between Russia and Ukraine, the political unrest in Sudan, and the ongoing crisis in the Middle-East have put upward pressure on aviation insurance premiums, particularly in the Hull War sector of the airline insurance market. In fact, the conflict between Russia and Ukraine could lead to one of the largest ever aviation claims of US$4.5 billion, higher than the claims resulting from 9/11. Such geopolitical events, and any other conflicts that may arise, may continue to impact claims and premiums going forward. 17 Table of Contents We continue to pursue various financing options. Our business may be adversely affected if we are unable to service our debt or meet our future financing requirements. External conditions in the financial and credit markets may limit the availability of funding or increase its costs, which could adversely affect our profitability, our competitive position and result in lower net interest margins, earnings and cash flows, as well as lower returns on shareholders’ equity and invested capital. Factors that may affect the availability of funding or cause an increase in our funding costs include global macro-economic crises, reductions in our credit rating or in that of our issuances, and other potential market disruptions. We cannot guarantee that we will have access to or be able to arrange for financing in the future on favorable terms. Higher financing costs could affect our ability to expand or renew our fleet, which in turn could adversely affect our business. Failure to comply with applicable environmental regulations could adversely affect our business. Our operations are covered by various local, national and international environmental regulations. These regulations cover, among other things, emissions to the atmosphere, disposal of solid waste and aqueous effluents, aircraft noise and other activities that result from the operation of aircraft. Future operations and financial results may vary as a result of such regulations. Compliance with these regulations and new or existing regulations that may be applicable to us in the future could increase our cost base and adversely affect our operations and financial results. Combatting climate change has been the focus of regulators from regional to international governing bodies. For example, in 2018, the ICAO council adopted “SARPs” (Standards and Recommended Practices) laying out the criteria for Carbon Offsetting and Reduction Scheme for International Aviation (“CORSIA”) and issuing the first edition of the CORSIA to address the increase in total CO2 emissions from international aviation. As Colombia and Panama are member states of ICAO, the Civil Aviation Authorities (“CAAs”) of Panama and Colombia have developed new regulations to implement CORSIA. Under CORSIA, airplane operators must annually report the fuel consumption of their international commercial operations and the corresponding CO2 emissions (domestic operations are excluded from these requirements and need to be managed according to the local regulatory entity requirements). Although, the impact of CORSIA cannot be fully predicted, it is still expected to result in increased operating costs for airlines that operate internationally, including COPA. Copa Airlines and AeroRepública began presenting their CO2 emissions reports from the operations in 2019 and onwards. The CO2 emissions reports are presented to the Civil Aviation Authorities in the month of May after having been audited by an accredited auditing company. Copa Airlines and AeroRepública presented the Emission Monitoring Plan (“EMP”) required by CORSIA to their respective CAAs. Carbon emissions by the airline industry and their impact on climate change have become a particular focus in the international community, including in the countries where we operate. There are various regulations currently in place in the jurisdictions where we operate, and we would expect additional regulations in this matter in the future. Other than as described in this annual report, to date those regulations have neither applied to nor had a material effect on our operations. However, our operations may become subject to additional regulation in any of the jurisdictions where we operate, which could lead to an impact on our operations and result in increased costs, which could be material. We expect to continue to monitor and evaluate the potential impact of any additional regulation regarding climate change. In addition to encouraging CO2 emissions reductions, CORSIA will require airline operators to offset CO2 emissions through payments to authorized carbon banks, which will invest in environmental projects to reduce the global carbon footprint. Copa Airlines and AeroRepública will not be subject to the emissions offsetting requirements until 2027, because Panama and Colombia are not participating in the voluntary first phase of CORSIA. However, it is possible that various national and regional regulators will enforce their own varying emission restrictions due to concerns over climate change, and even individual airports could adopt climate-related goals around greenhouse gas emission. In January 2021, the U.S. Environmental Protection Agency (EPA) adopted greenhouse gas emission standards for new aircraft engines designed to implement the ICAO standard, aligned with the 2017 ICAO airplane engine GHG emission standards. The final EPA standards would not apply to engines on in-service aircraft. States and environmental groups have challenged the standards. The outcome of the legal challenge cannot be predicted. On September 9, 2021, the U.S. Department of Energy, the U.S. Department of Transportation, and the U.S. Department of Agriculture launched the Sustainable Aviation Fuel Grand Challenge to scale up the production of sustainable aviation fuel, reduce greenhouse gas emissions from aviation, and replace all traditional aviation fuel with sustainable aviation fuel by 2050. Our business could face future regulatory challenges due to evolving sustainability standards and carbon emission reduction targets. Although Panama, the United States, and other countries we operate in have not yet adopted the new Sustainability Standards IFRS S1 and IFRS S2, the global trend towards enhanced sustainability reporting and 18 Table of Contents accountability suggests potential future compliance requirements. These standards focus on comprehensive sustainability reporting, which could necessitate changes in our operational and reporting processes. Additionally, we are aware of the growing emphasis on environmental impact and the risk posed by potential regulations aimed at reducing carbon emissions. The recent CAAF/3 resolution, which targets a 5% reduction in carbon emissions by 2030, exemplifies this trend. While not currently binding on us, such resolutions could pave the way for mandatory measures, including carbon taxes or stricter operational regulations to curb emissions. These potential developments may lead to increased operational costs, necessitate investment in newer, more environmentally friendly technologies, and require strategic shifts in our business practices. Failure to adapt to these changes or comply with new regulations could result in financial penalties, reputational harm, and a competitive disadvantage. We are subject to risks associated with climate change, including increased regulation of our carbon emissions, changing consumer preferences and the potential increased impacts of severe weather events on our operations and infrastructure. As customers become more aware of the risks of climate change, their preferences around flying may also change, which can pose a risk to our results of operations. For example, customers may choose to fly less in order to decrease their negative impact to the environment and climate. Customers may also decide to choose airlines they perceive to be operating and conducting business in a more environmentally sustainable manner based on the airline’s reputation or who permit customers to pay for the emissions caused by their flights. Additionally, customers may choose alternative modes of transportation perceived to be more environmentally sustainable, where available, or opt out of traveling entirely by engaging in virtual meetings instead. Debt and equity investors may also make investment decisions based on environmental, social and governance considerations, which could increase our cost of capital, to the extent we do not comply with certain criteria. In addition, climate change may cause severe weather such as increased storms and flooding, rising sea level, and excessive heat. For example, Panama faced a severe drought during the beginning of 2024, affecting the Panama Canal’s operations and, by extension, the national economy. These varying climate conditions could negatively impact our operations and infrastructure. The operational impact can include flight cancellations, flight delays, increased fuel prices, among others. Climate change may even make destinations less attractive for visitors if the destination becomes more prone to extreme weather events. All of these factors could result in loss of revenue. We are not able to predict accurately the materiality of any potential losses or costs associated with the physical effects of climate change. All the countries that are party to the Paris Agreement have agreed to limit the average increase in global temperature to 2 degrees Celsius compared to pre-industrial levels, to maximize efforts not to exceed an increase of 1.5 degrees by the end of this century and to achieve climate neutrality in 2050. We are subject to various environmental regulations in the markets where we operate and may become subject to further new regulations in the future. See “—Failure to comply with applicable environmental regulations could adversely affect our business.” Even though future requirements resulting from climate change-related regulation are unknown, it is likely that they will adversely affect the business resulting in emission reduction requirements, the need to purchase new Sustainable Aviation Fuels (SAF) or new equipment or technologies, and other increases to operating costs. For example, for domestic flights, jet fuel is subject to a carbon tax in Colombia and the current administration recently proposed to increase such tax. The current cost of SAF remains significantly higher than that of conventional Jet A-1 fuel used in our flight operations. Governments in the Americas are expected to adopt measures aimed at supporting the development and production of SAF. However, the cost of SAF must be reduced substantially for it to become commercially competitive with Jet A-1. Our management identified a material weakness in our internal control over financial reporting. Our management identified a material weakness in our internal control over financial reporting in the year ended December 31, 2024, related to deficiencies in technology controls within the Company’s frequent flyer program. As a result, management concluded that our internal control over financial reporting was not effective as of December 31, 2024. This material weakness did not result in a material misstatement in our consolidated financial statements as of and for the year ended December 31, 2024. We have implemented additional controls to address possible control failures which management believes has remediated the material weakness. For the information, see Management’s Annual Report on Internal Control over Financial Reporting on Item 15. 19 Table of Contents We cannot be certain that additional material weakness will not develop or be discovered in the future. If we cannot maintain effective internal controls over financial reporting or effective disclosure controls and procedures, it could harm our ability to accurately record, process, and report financial information and prepare financial statements within the required timeframe. Any material weaknesses identified could negatively impact our business operations, financial results, and the value of our securities and might lead to a loss of investor confidence. Risks Relating to Panama and our Region We are highly dependent on conditions in Panama and, to a lesser extent, in Colombia. A substantial portion of our assets are located in the Republic of Panama and a significant proportion of our passengers’ trips either originate or end in Panama. Furthermore, a majority of Copa’s flights operate through our hub at Tocumen International Airport. As a result, we depend on economic and political conditions prevailing from time to time in Panama. Instances of political instability and social unrest, could negatively affect our operations. Panama’s economic conditions in turn highly depend on the continued profitability and economic impact of the Panama Canal. Control of the Panama Canal and many other assets were transferred from the United States to Panama in 1999 after nearly a century of U.S. control. Since then, Panama has significantly expanded and modernized the canal, which is now the country’s main source of income. Any prolonged disruption to the canal operations could further weaken Panama’s economy, reducing demand for air travel and materially affecting our business, financial condition, and results of operations. The United States government has in recent years adopted a series of broad-based tariffs and import surcharges, resulting in a more restrictive trade environment. In 2026, the Supreme Court of the United States blocked certain expansive tariffs. In response, the U.S. administration implemented a temporary 15% global tariff. These actions, and the ongoing uncertainty surrounding future tariff policy, have heightened trade tensions and have prompted, and may continue to prompt, retaliatory or responsive measures by U.S. trading partners, which could adversely affect international passenger traffic, demand for air travel, and broader global economic conditions. We are also subject to certain regulations from U.S. governmental authorities, including the FAA. Any changes or potential changes in trade policies in the United States, other relating regulator actions, the potential corresponding actions by other countries in which we do business and their political and economic relationships could adversely and materially affect our business, results of operations, and financial conditions. Wingo’s results of operations are also highly sensitive to macroeconomic and political conditions prevailing in Colombia and any political unrest and instability in Colombia could adversely affect Wingo’s financial condition and results of operations. Panama and Colombia have experienced economic growth over the last several years. According to International Monetary Fund estimates, during 2026 the Panamanian and Colombian economies are expected to grow 4.0% and 2.3% respectively, as measured by their GDP at constant prices, even with preliminary figures indicating that real GDP increased by 4.0% in Panama and by 2.5% in Colombia in 2025. However, if either economy experiences a sustained recession, or significant political disruptions, our business, financial condition or results of operations could be materially and negatively affected. Any increase in the taxes we or our shareholders pay in Panama or the other countries where we do business could adversely affect our financial performance and results of operations. We cannot ensure that our current tax rates will not increase. Our income tax expenses were $104.0 million, $97.7 million and $97.0 million in the years ended December 31, 2025, 2024 and 2023, respectively, which represented an effective income tax rate of 13.4%, 13.8% and 15.9%, respectively. We are subject to local tax regulations in each of the jurisdictions where we operate, the great majority of which are related to the taxation of income. In some of the countries to which we fly, we are not subject to income taxes, either because those countries do not have income tax or because of treaties or other bilateral agreements those countries have with Panama. In the remaining countries, we pay income tax at rates ranging from 7% to 35% of income. Countries calculate taxable income in different ways, but they are typically derived from sales in the applicable country multiplied by our net margin or by a presumed net margin set by the relevant tax legislation. The determination of our taxable income in certain countries is based on a combination of revenues sourced to each particular country and the allocation of expenses of our operations to that particular country. The methodology for multinational transportation company sourcing of revenues and expenses is not always specifically prescribed in the relevant tax 20 Table of Contents regulations, and therefore is subject to interpretation by both us and the respective taxing authorities. Additionally, in some countries, the applicability of certain regulations governing non-income taxes and the determination of our filing status are also subject to interpretation. We cannot estimate the amount, if any, of potential tax liabilities that might result if the allocations, interpretations and filing positions used by us in our tax returns were challenged by the taxing authorities of one or more countries. If taxes were to increase, our financial performance and results of operations could be materially and adversely affected. Due to the competitive revenue environment, many increases in fees and taxes have been absorbed by the airline industry rather than being passed on to the passenger. If we were to pass any of these increases in fees and taxes onto passengers, we may no longer compete effectively as those increases may result in reduced customer demand for air travel with us, thereby reducing our revenues. If we were to absorb any increases in fees and taxes, the additional costs could have a material adverse effect on our results of operations. The Panamanian tax code for the airline industry states that tax is based on net income earned for passenger and cargo traffic with an origin or final destination in the Republic of Panama. The applicable tax rate is currently 25%. Dividends from our Panamanian subsidiaries, including Copa, are separately subject to a 10% percent withholding tax on the portion attributable to Panamanian-sourced income and a 5% withholding tax on the portion attributable to foreign-sourced income. Additionally, a 7% value added tax is levied on tickets issued in Panama for travel commencing in Panama and going abroad, irrespective of where such tickets were ordered. If such taxes were to increase, our financial performance and results of operations could be materially and adversely affected. We received notifications from the tax authorities in Panama and Colombia: •In February 2020, the Company received two notifications from the Panamanian tax authority in connection with a tax audit initiated in 2019. The notifications relate to potentially significant adjustments to dividend tax for fiscal years 2012 through 2016 and income tax for fiscal year 2016. The Company filed an administrative appeal in accordance with the first legal stage under Panamanian law. Under Panamanian law, the statute of limitations is three years for income tax and fifteen years for dividend tax. •In Colombia, the Company received two notifications in March 2016 and November 2020. The notification received in March 2016 was resolved in favor of the Company. The remaining notification, which relates to income tax, was responded to within the applicable legal term by the Company and remains under review by the tax authority. The Company, together with its tax advisors, has assessed these matters and concluded that it is not probable that an outflow of resources embodying economic benefits will be required to settle them, as the Company has sufficient technical arguments to support its tax positions. We may face increased taxes in future periods as a result of the global minimum tax, a critical element of the Base Erosion and Profit Shifting (“BEPS”) initiative. On October 8, 2021, 136 countries, including Panama, reached an agreement for a two-pillar approach to international tax reform, integral to the BEPS project. Among other things, Pillar One proposes a reallocation of a proportion of taxes to market jurisdictions, while the Pillar Two Global anti-Base Erosion rules (“GloBE Rules”) propose four new taxing mechanisms under which multinational enterprises (“MNEs”) would pay a minimum level of tax (“Minimum Tax”). The Subject to Tax Rule is a tax treaty-based rule that generally proposes a Minimum Tax on certain cross-border intercompany transactions that otherwise are not subject to a minimum level of tax. The Income Inclusion Rule (IIR), the Under Taxed Payments Rule (UTPR), and the Qualified Domestic Minimum Top-up Tax (QDMTT) generally propose a Minimum Tax of 15% on the income arising in each jurisdiction in which an MNE operates. On December 18, 2023, Pillar Two legislation was enacted in Ireland, where the Company holds special purpose vehicles owned by the Company that beneficially own certain aircraft within the Company's fleet. In Ireland, the IIR and QDMTT apply for fiscal years beginning on January 1, 2024, while the UTPR applies for fiscal years beginning on January 1, 2025. Although the IIR is effective in Ireland, it is not applicable to the Group, as the Group’s ultimate parent entity is located in Panama. The Company has assessed the impact arising from the application of the QDMTT and UTPR in Ireland as not material, based on the information available as of December 31, 2025 and the nature and activities of its Irish entities, which primarily operate as special purpose vehicles with limited functional risks. These assessments may change as additional guidance becomes available or as facts and circumstances evolve. The overall impact of the GloBE Rules on the Company continues to be assessed. The application of such rules is complex and depends on the interaction of Pillar Two legislation across multiple jurisdictions, the availability of 21 Table of Contents complete and reliable tax information at group level and evolving interpretative guidance. While no material impact has been identified at the Group level to date, changes in legislation, interpretations or facts could result in increased tax exposure in future periods. Although the Company operates in multiple jurisdictions, its ultimate parent entity (“UPE”) is resident in Panama. As of December 31, 2025, Panama has not enacted legislation to implement the GloBE rules. However, Panama or other jurisdictions in which the Company operates may enact related legislation in the future, which could increase the Company’s effective tax rate and affect its financial position, results of operations and cash flows. Political unrest and instability in Latin American countries in which we operate may adversely affect our business and the market price of our Class A shares. While geographic diversity helps reduce our exposure to risks in any one country, we operate primarily within Latin America and are thus subject to a full range of risks associated with our operations in these regions. These risks may include unstable political or economic conditions, lack of well-established or reliable legal systems, exchange controls and other limits on our ability to repatriate earnings, and changeable legal and regulatory requirements. In Venezuela, for example, we and other airlines and foreign companies may only repatriate cash through specific governmental programs, which may effectively preclude us from repatriating cash for periods of time. In addition, Venezuela has experienced difficult political conditions and declines in the rate of economic growth in recent periods as well as governmental actions that have adversely impacted businesses operating there. On July 29, 2024, following the general elections in Venezuela, the Venezuelan government issued a Notice to Air Mission (“NOTAM”), suspending commercial flights between various countries, including Panama. On July 31, 2024, we cancelled flights between Panama and Venezuela as a result of a temporary disruption in diplomatic and commercial relations between both countries. After several months of suspension, commercial flights between Panama and Venezuela resumed on May 27, 2025, with operations limited to Caracas. However, in early December 2025, we suspended our operations to and from Caracas due to operational and safety-related considerations affecting commercial aviation in the region. On December 20, 2025, following a test flight and assessment of operating conditions, we began daily commercial flights between Panama and Maracaibo, reestablishing service to Venezuela through that destination. After extending the temporary suspension of the Caracas route into early January, we resumed scheduled commercial service between Panama and Caracas on January 13, 2026, initially with a daily frequency and plans to restore additional frequencies thereafter. Inflation, any decline in GDP or other future economic, social and political developments in Latin America may adversely affect our financial condition or results of operations. Although conditions throughout Latin America vary from country to country, our customers’ reactions to developments in Latin America generally may result in a reduction in passenger traffic, which could materially and negatively affect our financial condition, results of operations and the market price of our Class A shares. Risks Relating to Our Class A Shares The value of our Class A shares may be adversely affected by ownership restrictions on our capital stock and the power of our Board of Directors to take remedial actions to preserve our operating license and international route rights by requiring sales of certain outstanding shares or issuing new stock. Pursuant to the Panamanian Aviation Act, as amended and interpreted to date, and certain of the bilateral treaties affording us the right to fly to other countries, we are required to be “substantially owned” and “effectively controlled” by Panamanian nationals. Our failure to comply with such requirements could result in the loss of our Panamanian operating license and/or our right to fly to certain important countries. Our Articles of Incorporation (Pacto Social) give special powers to our independent directors to take certain significant actions to attempt to ensure that the amount of shares held in us by non-Panamanian nationals does not reach a level that could jeopardize our compliance with Panamanian and bilateral ownership and control requirements. If our independent directors determine it is reasonably likely that we will be in violation of these ownership and control requirements and our Class B shares represent less than 10% of our total outstanding capital stock (excluding newly issued shares sold with the approval of our independent director’s committee), our independent directors will have the power to issue additional Class B shares or Class C shares with special voting rights solely to Panamanian nationals. See “Item 10B. Memorandum and Articles of Association—Description of Capital Stock.” 22 Table of Contents If any of these remedial actions are taken, the trading price of the Class A shares may be materially and adversely affected. An issuance of Class C shares could have the effect of discouraging certain changes of control of Copa Holdings or may reduce any voting power that the Class A shares enjoy prior to the Class C share issuance. There can be no assurance that we would be able to complete an issuance of Class B shares to Panamanian nationals. We cannot be certain that restrictions on ownership by non-Panamanian nationals will not impede the development of an active public trading market for the Class A shares, adversely affect the market price of the Class A shares or materially limit our ability to raise capital in markets outside of Panama in the future. Our controlling shareholder has the ability to direct our business and affairs, and its interests could conflict with those of other shareholders. All of our Class B shares, representing approximately 26.6% of the economic interest in Copa Holdings and 100% of the voting power of our capital stock, are owned by Corporación de Inversiones Aéreas, S.A., or “CIASA,” a Panamanian entity. CIASA is in turn controlled by a group of Panamanian investors. In order to comply with the Panamanian Aviation Act, as amended and interpreted to date, we have amended our organizational documents to modify our share capital so that CIASA will continue to exercise voting control of Copa Holdings. CIASA will not be able to transfer its voting control unless control of our Company will remain with Panamanian nationals. CIASA will maintain voting control of the Company so long as CIASA continues to own a majority of our Class B shares and the Class B shares continue to represent more than 10% of our total share capital (excluding newly issued shares sold with the approval of our independent director’s committee). Even if CIASA ceases to own the majority of the voting power of our capital stock, CIASA may continue to control our Board of Directors indirectly through its control of our Nominating and Corporate Governance Committee. As the controlling shareholder, CIASA may direct us to take actions that could be contrary to other shareholders’ interests and under certain circumstances CIASA will be able to prevent other shareholders, including you, from blocking these actions. Also, CIASA may prevent change of control transactions that might otherwise provide an opportunity to dispose of or realize a premium on investments in our Class A shares. The Class A shares will only be permitted to vote in very limited circumstances and may never have full voting rights. The holders of Class A shares are entitled to vote at our shareholders’ meetings regarding only the following matters: (i) a transformation of the Company into another corporate type; (ii) a merger, consolidation, or spin-offs of the Company; (iii) a change of corporate purpose; (iv) voluntary delisting of the Class A shares from the NYSE; (v) the approval of the nomination of any Independent Director after the first annual General Shareholders Meeting following the registration of amended articles in the Panamanian Public Registry; and (vi) any amendment to the foregoing special voting provisions adversely affecting the rights and privileges of the Class A shares. The holders of Class B shares have the power to elect the Board of Directors and to determine the outcome of all other matters to be decided by a vote of shareholders. Class A shares will not have full voting rights unless the Class B shares represent less than 10% of our total capital stock (excluding newly issued shares sold with the approval of our independent director’s committee). See “Item 10B. Memorandum and Articles of Association—Description of Capital Stock.” We cannot assure that the Class A shares will ever carry full voting rights. Substantial future sales of our Class A shares by CIASA could cause the price of the Class A shares to decrease. CIASA owns all of our Class B shares, and those Class B shares will be converted into Class A shares if they are sold to non-Panamanian investors. In connection with our initial public offering in December 2005, Continental Airlines (“Continental”) and CIASA reduced their ownership of our total capital stock from 49.0% to approximately 27.3% and from 51.0% to approximately 25.1%, respectively. In a follow-on offering in June 2006, Continental further reduced its ownership of our total capital stock from 27.3% to 10.0%. In May 2008, we and CIASA released Continental from its standstill obligations, and they sold down their remaining shares in the public market. CIASA holds registration rights with respect to a significant portion of its shares pursuant to a registration rights agreement entered into in connection with our initial public offering. In March 2010, CIASA converted a portion of its Class B shares into 1.6 million non-voting Class A shares and sold such Class A shares in an SEC-registered public offering. In the event CIASA seeks to reduce its ownership below 10% of our total share capital, our independent directors may decide to issue special voting shares solely to Panamanian nationals to maintain the ownership requirements mandated by the Panamanian Aviation Act. As a result, the market price of our Class A shares could drop significantly if CIASA further reduces its investment in us, other significant holders of our shares sell a significant number of shares or if the market perceives that CIASA or other significant holders intend to sell their shares. As of December 31, 2025, CIASA owned 26.6% of Copa Holdings’ total capital stock. 23 Table of Contents Holders of our common stock are not entitled to preemptive rights, and as a result, shareholders may experience substantial dilution upon future issuances of stock by us. Under Panamanian corporate law and our organizational documents, holders of our Class A shares are not entitled to any preemptive rights with respect to future issuances of capital stock by us. Therefore, unlike companies organized under the laws of many other Latin American jurisdictions, we are free to issue new shares of stock to other parties without first offering them to our existing Class A shareholders. In the future we may sell Class A or other shares to persons other than our existing shareholders at a lower price than the shares already sold, and as a result, shareholders may experience substantial dilution of their interest in us. Shareholders may not be able to sell our Class A shares at the price or at the time desired because an active or liquid market for the Class A shares may not continue. Our Class A shares are listed on the NYSE. During the three months ended December 31, 2025, the average daily trading volume for our Class A shares as reported by the NYSE was approximately 246,675 shares. Active, liquid trading markets generally result in lower price volatility and more efficient execution of buy and sell orders for our investors. The liquidity of a securities market is often affected by the volume of shares publicly held by unrelated parties. We cannot predict whether an active liquid public trading market for our Class A shares will be sustained. Our operations in Cuba may adversely affect the market price of our Class A shares. We currently offer passenger, cargo and mail transportation services to and from Cuba. Our assets located in Cuba are not significant. The United States administers and enforces broad economic and trade sanctions and restrictions against Cuba, and groups opposed to the Cuban regime may seek to exert pressure on companies doing business in Cuba. U.S. policy towards Cuba has been in flux in recent years and uncertainty remains over the future of U.S. economic sanctions against Cuba and the impact such sanctions will have on our operations, particularly if the United States imposes additional relevant sanctions. Any violations of U.S. sanctions could result in the imposition of civil and/or criminal penalties and have an adverse effect on our business and reputation. Additionally, Title III of the Cuban Liberty and Democratic Solidarity (Libertad) Act of 1996 (the Helms-Burton Act) provides a cause of action for U.S. nationals to bring claims against any person who traffics in property expropriated by the Cuban Government. The scope of any potential claims under the Helms-Burton Act are uncertain and companies with commercial dealings in Cuba have faced claims for damages; we could face such claims in the future. Cuba has also experienced structural fuel shortages in recent months, arising from reduced fuel imports, foreign currency constraints and the broader Cuban economic environment, which have limited the availability of fuel at certain airports. As a result, we may be unable to refuel locally and may need to tanker additional fuel from our origin stations to support round-trip operations, which increases aircraft weight and fuel consumption, may reduce payload flexibility and may increase operating costs. Fuel supply constraints may also increase the risk of delays, schedule adjustments or cancellations, resulting in additional expenses and potential effects on customer demand. In addition, broader infrastructure challenges in Cuba, including periodic electricity shortages, may affect airport operations such as runway lighting, navigation and radar systems, terminal services, baggage handling, security screening and communications. These conditions could lead to operational disruptions, reduced service reliability and, to the extent they deter travel to Cuba more broadly, reduced passenger demand on our routes. If these conditions persist or worsen, our operating costs, operational performance and results of operations on our Cuba routes could be adversely affected. On February 18, 2025, we submitted a Final Voluntary Self-Disclosure (“VSD”) to the U.S. Department of the Treasury's Office of Foreign Assets Control (“OFAC”) regarding a potential violation of the United States Cuban Assets Control Regulations (“CACR”). On September 19, 2025, OFAC concluded the process. No civil monetary penalties or other sanctions were imposed. We remain fully committed to upholding strong compliance programs and to complying with all applicable laws, regulations, and regulatory requirements in every jurisdiction where we operate. Certain U.S. states have enacted or may enact legislation regarding investments by state-owned investors, such as public employee pension funds and state university endowments, in companies that have business activities with Cuba. As a result, such state-owned institutional investors may be subject to restrictions with respect to investments in companies such as ours, which could adversely affect the market for our shares. 24 Table of Contents Our Board of Directors may, in its discretion, amend or repeal our dividend policy. Shareholders may not receive the level of dividends provided for in the dividend policy or any dividends at all. In February 2016, the Board of Directors approved a change to the dividend policy to limit aggregate annual dividends to an amount equal to 40% of the previous year’s annual consolidated underlying net income, to be distributed in equal quarterly installments subject to board ratification each quarter. Our Board of Directors may, in its sole discretion and for any reason, amend or repeal any aspect of this dividend policy. Our Board of Directors may decrease the level of dividends provided for in this dividend policy or entirely discontinue the payment of dividends. Future dividends with respect to shares of our common stock, if any, will depend on, among other things, our results of operations, cash requirements, financial condition, contractual restrictions, business opportunities, provisions of applicable law and other factors that our Board of Directors may deem relevant. See “Item 8A. Consolidated Statements and Other Financial Information—Dividend Policy.” On February 11, 2026, the Board of Directors of Copa Holdings approved a 2026 quarterly dividend payment of $1.71 per share, maintaining last year’s dividend payment. Proposed dividends are subject to board ratification each quarter, and are not recognized as a liability as at December 31, 2025. To the extent we pay dividends to our shareholders, we will have less capital available to meet our future liquidity needs. Our Board of Directors has reserved the right to amend the dividend policy or pay dividends in excess of the level circumscribed in the dividend policy. The aviation industry has cyclical characteristics, and many international airlines are currently experiencing difficulties meeting their liquidity needs. Also, our business strategy contemplates growth over the next several years, and we expect such growth will require a great deal of liquidity. To the extent that we pay dividends in accordance with, or in excess of, our dividend policy, the money that we distribute to shareholders will not be available to us to fund future growth and meet our other liquidity needs. Our Articles of Incorporation impose ownership and control restrictions on our Company that ensure that Panamanian nationals will continue to control us and these restrictions operate to prevent any change of control or some transfers of ownership in order to comply with the Aviation Act and other bilateral restrictions. Under Law No. 21 of January 29, 2003, as amended and interpreted to date, or the “Aviation Act”, which regulates the aviation industry in the Republic of Panama, Panamanian nationals must exercise “effective control” over the operations of the airline and must maintain “substantial ownership”. Under certain of the bilateral agreements between Panama and other countries pursuant to which we have the right to fly to those other countries and over their territories, we must also continue to have substantial Panamanian ownership and effective control by Panamanian nationals to retain these rights. On November 25, 2005, the Executive Branch of the Government of Panama promulgated a decree stating that the “substantial ownership” and “effective control” requirements of the Aviation Act are met if a Panamanian citizen or a Panamanian company is the record holder of shares representing 51% or more of the voting power of the Company. Although the decree has the force of law for so long as it remains in effect, it does not supersede the Aviation Act, and it could be modified or superseded at any time by a future Executive Branch decree. Additionally, the decree has no binding effect on regulatory authorities of other countries whose bilateral agreements impose Panamanian ownership and control limitations on us. These phrases are not defined in the Aviation Act itself or in the bilateral agreements to which Panama is a party, and it is unclear how a Panamanian court or, in the case of the bilateral agreements, foreign regulatory authorities, would interpret them. The share ownership requirements and transfer restrictions contained in our Articles of Incorporation, as well as the dual-class structure of our voting capital stock, are designed to ensure compliance with these ownership and control restrictions. See “Item 10B. Memorandum and Articles of Association—Description of Capital Stock”. At the present time, CIASA is the record owner of 100% of our Class B voting shares, representing approximately 26.6% of our total share capital and all of the voting power of our capital stock. These provisions of our Articles of Incorporation may prevent change of control transactions that might otherwise provide an opportunity to realize a premium on investments in our Class A shares. They also ensure that Panamanians will continue to control all the decisions of our Company for the foreseeable future. The protections afforded to minority shareholders in Panama are different from and more limited than those in the United States and may be more difficult to enforce. Under Panamanian law, the protections afforded to minority shareholders are different from, and much more limited than, those in the United States and some other Latin American countries. For example, the legal framework with respect to shareholder disputes is less developed under Panamanian law than under U.S. law and there are different procedural requirements for bringing shareholder lawsuits, including shareholder derivative suits. As a result, it may be 25 Table of Contents more difficult for our minority shareholders to enforce their rights against us or our directors or controlling shareholder than it would be for shareholders of a U.S. company. In addition, Panamanian law does not afford minority shareholders as many protections for investors through corporate governance mechanisms as in the United States and provides no mandatory tender offer or similar protective mechanisms for minority shareholders in the event of a change in control. While our Articles of Incorporation provide limited rights to holders of our Class A shares to sell their shares at the same price as CIASA in the event that a sale of Class B shares by CIASA results in the purchaser having the right to elect a majority of our board, there are other change of control transactions in which holders of our Class A shares would not have the right to participate, including the sale of interests by a party that had previously acquired Class B shares from CIASA, the sale of interests by another party in conjunction with a sale by CIASA, the sale by CIASA of control to more than one party, or the sale of controlling interests in CIASA itself.