ON THE COMPANY A. History and Development of the Company We were founded on October 27, 2005 under the name Controladora Vuela Compañía de Aviación, S.A. de C.V. by Blue Sky Investments, S.à r.l., Discovery Air Investments, L.P., Corporativo Vasco de Quiroga, S.A. de C.V. and Sinca Inbursa, S.A. de C.V., Sociedad de Inversión de Capitales. On July 16, 2010, we became a variable capital investment promotion stock corporation (sociedad anónima promotora de inversión de capital variable). In June 2013, we became a variable capital public stock corporation (sociedad anónima bursátil de capital variable), under the name Controladora Vuela Compañía de Aviación, S.A.B. de C.V. See Item 9: “The Offer and Listing—Markets—The Mexican Stock Market—Mexican Securities Market Law” for a description of the differences between these two forms of legal entities. On September 23, 2013, we and certain of our shareholders completed a dual-listing initial public offering on the NYSE and the Mexican Stock Exchange. We raised approximately U.S. $207.7 million of gross proceeds from the global offering of 173,076,910 Series A shares, consisting of (i) an offering of Series A shares in Mexico and (ii) a concurrent international offering of CPOs in the form of ADSs in the United States and other countries outside of Mexico, at a public offering price of U.S. $1.20 dollars per share or U.S. $12.00 per ADS. Each ADS represents ten CPOs and each CPO represents a financial interest in one of our Series A shares. The Series A shares were listed on the Mexican Stock Exchange under the trading symbol “VOLAR” and the ADSs were listed on NYSE under the trading symbol “VLRS.” The Series A shares and ADSs began trading on September 18, 2013. On December 11, 2020, pursuant to our shelf registration statement on Form F-3 and the pre-effective Amendment No. 1 to Form F-3 filed with the SEC, we sold 134,000,000 CPOs in the form of ADSs at a price to the public of U.S. $11.25 per ADS in the United States and other countries outside of Mexico. In connection with that offering, the underwriters also exercised their option in full to purchase 20,100,000 additional CPOs in the form of ADSs, for a total offering of 154,100,000 CPOs in the form of ADSs. Overview We are a ULCC incorporated under the laws of Mexico. Our primary corporate offices and headquarters are located in Mexico City at Av. Antonio Dovalí Jaime No. 70, 13th Floor, Tower B, Colonia Zedec Santa Fe, Alcaldía Álvaro Obregón, Mexico City, Mexico, zip code 01210. Our authorized representative agent in the United States is Puglisi & Associates, located at 850 Library Avenue, Suite 204, Newark, Delaware 19711. Our agent for service in the United States is Corporation Services Company, 1090 Vermont Avenue NW, Suite 430, Washington, DC 20005. Our telephone number is +52-55-5261-6400. Since we began operations in 2006, we have increased our routes from five to more than 220 and grown our cost-efficient Airbus A320 family aircraft from four to 155 as of December 31, 2025. We currently operate up to 550 average daily flight segments on routes that connect 44 cities in Mexico, 22 cities in the United States, four cities in Central America and two cities in South America. We have substantial market presence in the top airports in Mexico (based on number of passengers): Cancun, Guadalajara, Mexico City, and Tijuana. The main U.S. cities we currently serve are home to some of the most populous Mexican and Hispanic communities in the United States based on data from the Pew Hispanic Research Center. Additionally, our operating subsidiary in Costa Rica, Vuela Aviación, began operations on December 1, 2016, and our operating subsidiary in El Salvador, Vuela El Salvador, began operations on September 15, 2021. We seek to replicate our ultra-low-cost model in Central and South America by offering low base fares and point-to-point service in the region. In addition, on January 16, 2018, we signed a codeshare agreement with U.S. ULCC Frontier, which started operations on August 23, 2018. We expect this agreement and collaboration, one of the first ever between ULCCs, to open additional ultra-low fare travel options between Mexico and the United States. In particular, we currently serve 22 destinations in the United States and 44 in Mexico, of which 21 coincide with Frontier destinations in both countries. 52 Table of Contents In 2025, we entered into additional codeshare agreements with Copa Airlines, Iberia and Hainan Airlines as part of our efforts to expand our network connectivity, complementing our existing arrangement with Frontier Airlines. These agreements are intended to provide our customers with access to additional destinations. We are one of the lowest unit cost publicly traded operators worldwide, based on CASM. In 2025, our CASM was U.S. 8.04 cents, compared to an average non-stage-length adjusted CASM of U.S. 11.12 cents for the other Latin American publicly traded airlines, including Aeroméxico, Copa, and LATAM. We also have lower costs than our U.S.-based publicly traded target market competitors, including Alaska, Allegiant, American, Delta, Frontier, JetBlue, Southwest, and United, which had an average non-stage-length adjusted CASM of U.S. 16.77 cents in 2025. With our ULCC business model, we have grown significantly while maintaining a low CASM over the last several years. We have achieved this through our efficient and uniform fleet, high asset utilization, our emphasis on direct sales and distribution and our variable, performance-based compensation structure. We have a relentless focus on low costs as part of our organizational culture, and we believe that we can further control our lower CASM by deploying additional Airbus A320neo family aircraft and leveraging our existing infrastructure to drive economies of scale. We believe that our unit cost advantage will allow us to continue stimulating market demand by lowering base fares and to increase non-passenger revenue opportunities. Our ULCC business model and low CASM allow us to compete principally through offering low base fares to stimulate demand. We use our yield management system to set our fares in an effort to achieve appropriate yields and load factors on each route we operate. We use promotional fares to stimulate demand and price our base fares to compete with long-distance bus fares in Mexico. During 2025, our average base fare was U.S. $42.0, and we regularly offered promotional fares as low as U.S. $0.05 (MXN $1), excluding airport fees. This reflects a pricing initiative implemented during the year, where we introduced a minimum promotional fare of MXN $1, typically available during the opening of new booking periods with extended advance purchase windows and representing the lowest fare offered during the period. In these specific promotions, the MXN $1 fare applies equally to both regular and v.club customers, while v.club members continue to receive additional discounts on other applicable fares. We have unbundled certain components of our air travel service as part of a strategy to enable our passengers to only pay for the products and services they want to use. This unbundling strategy has allowed us to significantly grow our non-passenger revenue and total revenue. We plan to continue to use low base fares to stimulate additional passenger demand, shift bus passengers to air travel and increase our load factor. In 2025, our average load factor was 84.3%, compared to an average load factor of 85.2 % for the other Latin American publicly traded airlines and 82.1% for our U.S.-based publicly traded target market competitors. Higher load factors help us generate additional non-passenger revenue and total revenue, which in turn, allow us to further lower base fares and stimulate new demand. In addition to offering low fares, we also aim to deliver suitable and efficient flying experience to our passengers. We strive to deliver on-time performance to our customers, with an 80.2% on-time performance rate in 2025. We believe that we have developed strong brand recognition due to our focus on delivering good value and a positive traveling experience to our customers. We believe that our corporate culture of positive “customer relationship management” has also been a key element of our success. Proposed Transaction with Viva On December 18, 2025, the Company and Viva entered into a business combination agreement (the “Business Combination Agreement”), pursuant to which, subject to the terms and conditions of the Business Combination Agreement, Viva will be merged with and into Volaris (the “Merger”), with Volaris continuing thereafter as the surviving entity (the “Combined Company”), in accordance with the Mexico General Corporations Law (Ley General de Sociedades Mercantiles) and the Mexican Securities Market Law (Ley del Mercado de Valores). Under the terms of the Business Combination Agreement, each issued and outstanding Viva shares as of the effective time of the Merger shall be automatically cancelled and automatically converted into the right to receive the applicable per-share merger consideration, consisting of the applicable number of Combined Company Series A Shares (in the case of Mexican Qualified Holders) or Combined Company American Depositary Shares (in the case of other holders), as specified in the Business Combination Agreement, plus any applicable cash consideration payable in lieu of fractional shares. Following the close of the Merger, the pre-Merger shareholders of Viva and Volaris will hold approximately 48% and 50% of the Combined Company’s capital stock, respectively, with approximately 2% of the Combined Company’s capital stock held in treasury to support the potential conversion of certain legacy convertible notes of Viva that will be assumed by the Combined Company in connection with the Merger. As of the date of this annual report, both Volaris and Viva shareholders have approved the Merger and related transactions contemplated under the Business Combination Agreement, with Volaris' shareholders approving the transaction at an Extraordinary General Shareholders' Meeting held on March 25, 2026, and Viva’s shareholders having previously approved the Merger and related transactions by unanimous written resolutions. The completion of the Proposed Transaction is subject to certain closing conditions, including required regulatory approvals, which have been filed, and that are still pending as of the date of this annual report. If completed, the Proposed Transaction is expected to have a material impact on our business, results of operations and financial condition. For more information, see "Part I, Item 3D. Risk Factors—Risks Related to the Proposed Transaction," "Part I, Item 5. Operating and Financial Review and Prospects—Proposed Transaction with Viva" and "Note 1" to the consolidated financial statements contained in Part III, Item 18 of this annual report. 53 Table of Contents Principal Capital Expenditures For the years ended December 31, 2023, 2024, and 2025, we incurred capital expenditures of U.S. $491.1 million, U.S. $600.7 million, and U.S. $315.9 million, respectively, which included acquisitions of rotable spare parts, furniture and equipment and intangible assets. For a discussion of our capital expenditures and future projections. See Item 5: “Operating and Financial Review and Prospects—Liquidity and Capital Resources.” Mexican Regulation Operational Regulation Air transportation services for passengers provided on a regular basis, as opposed to charter flights and permits, are considered a public service in Mexico. To render regular air transportations services, a concession granted by the Mexican federal government is required. The legal framework of the air transportation industry in Mexico is primarily established by the Mexican Aviation Law (Ley de Aviación Civil) and its regulations, the Mexican Airport Law (Ley de Aeropuertos) and its regulations, the Mexican General Communications Ways Law (Ley de Vias Generales de Comunicación), and applicable Mexican Official Rules (Normas Oficiales Mexicanas). The main regulatory authority overseeing air transportation is the SICT, acting mainly through the AFAC. Pursuant to the Mexican Aviation Law, the SICT, through the AFAC, is responsible and has the authority, among others, to (i) impose and conduct the policies and programs for the regulation and development of air transportation services; (ii) grant concessions and permits, oversee compliance with, and, if applicable, resolve amendments to or termination of such concessions or permits; (iii) issue the Mexican Official Rules and other administrative provisions; (iv) provide and control the air navigation services; (v) issue and enforce the safety and health rules that must be observed in air transportation services; (vi) issue certificates of registration, certificates of airworthiness, and certificates to air services providers and declare the suspension, cancellation, revalidation or revocation of such certificates; (vii) maintain and operate the Mexican Aeronautical Registry (Registro Aéronautico Mexicano), where aircraft and leases over aircraft are regulated; (viii) participate in the international agencies and in the negotiation of treaties; (ix) promote the development and training of the aeronautical technical staff; (x) issue and, if applicable, revalidate or cancel the licenses of the aeronautical technical staff; (xi) interpret the Mexican Aviation Law and its regulations for administrative purposes; (xii) authorize the verification visits; (xiii) appoint or, if applicable, remove the regional commanding officer and the commanding officers for airports, heliports and civil airdromes in general, and (xiv) approve flight plans. The AFAC primarily oversees and verifies compliance by the concessionaires, licensees, operators and airline services providers with the Mexican Aviation Law, its regulations, the Mexican Official Rules and any other applicable provisions. A concession granted by the SICT is required to render domestic and regular air transportation services in Mexico. Any such concession may only be granted to Mexican entities which meet certain technical, financial, legal and administrative requirements that are deemed necessary to adequately provide services with quality, safety, and timeliness. 54 Table of Contents Other requirements to be met to obtain a concession are (i) the availability of aircraft and aircraft equipment, which is required to comply with technical requirements of safety, airworthiness conditions and environmental conditions; (ii) the availability of hangars, repair shops and infrastructure needed for operations, as well as the availability of technical and administrative staff trained for the operation of the concession; and (iii) experience in the industry. To provide any other air transportation service in Mexico, different from domestic and regular air transportation, a permit from the SICT is required pursuant to the Mexican Aviation Law. Concession and Permits Through our subsidiary Volaris Opco, we hold (i) the Concession, which authorizes us to provide domestic regular passenger, cargo and mail air transportation services within Mexico, (ii) a permit for domestic charter air transportation passenger services, and (iii) a permit for international regular passenger and charter passenger air transportation services. Our Concession was granted by the Mexican federal government through SICT on May 9, 2005. On February 24, 2020, our Concession was extended for a 20-year term starting on May 9, 2020. The Concession authorizes us to use certain aircraft and certain routes. Pursuant to the terms of the Mexican Aviation Law, our Concession, together with specific authorizations granted to us by the AFAC, allow us to provide domestic and international regular air transportation services. Pursuant to our Concession, we have to pay to the Mexican federal government certain fees arising from the services we render. The exhibits to the Concession must be updated each time a new aircraft is operated by Volaris Opco, new routes are added, or existing routes are modified. For more information regarding our aircraft and routes. See Item 4: “Information on the Company—Business Overview.” The permit for domestic charter air transportation of passengers was granted to us by the SICT on April 16, 2007. Such permit, which does not have a termination date, authorizes certain aircraft to operate and specifies, among other terms and conditions, that Volaris Opco is required to request authorization from the AFAC before carrying out any charter flight. The permit for international charter air transportation of passengers was granted by the AFAC on June 3, 2009 for an unspecified period of time. Such permit authorizes certain aircraft to operate under such permit and indicates, among other terms and conditions, that Volaris Opco is required to request authorization from the AFAC, before carrying out any charter flight. In order to operate our aircraft, each aircraft is required to have on board all documents and equipment required by the treaties, the Mexican Aviation Law and all applicable provisions, including its certificate of registration, its certificate of airworthiness, and its insurance policy. We believe we hold all necessary operating and airworthiness authorizations, certificates and licenses, and carry all necessary insurance policies and are operating in compliance with applicable law. The Mexican Aviation Law provides that concessions and permits may be revoked for any of the following reasons: (i) failure to exercise rights conferred by the concessions or permits for a period exceeding 180 calendar days from the date that such concessions or permits were granted; (ii) failure to maintain in effect the insurance required pursuant to the Mexican Aviation Law; (iii) change of nationality of the holder of the concession or permit; (iv) assignment, mortgage, transfer or conveyance of concessions, permits or rights thereunder to any foreign government or foreign state; (v) assignment, mortgage, transfer or conveyance of concessions, permits or rights thereunder to any person without the approval of the SICT; (vi) applying fares different from the registered or approved fares, as applicable; (vii) interruption of the services without authorization from the SICT, except in the events of acts of God or force majeure; (viii) rendering services different to those set forth in the respective permit or concession; (ix) failure to comply with safety conditions; (x) failure to indemnify from damages arising from the services rendered and (xi) in general, failure to comply with any obligation or condition set forth in the Mexican Aviation Law, its regulations or the respective concession or permit. In the event that our Concession is revoked for any of the reasons specified above, we will not be entitled to any compensation, and we will be unable to continue to conduct our business. 55 Table of Contents Aircraft Pursuant to the Mexican Aviation Law and our Concession, all the aircraft used to provide our services must be registered in Mexico with the Mexican Aeronautical Registry and flagged as Mexican aircraft and, if registered in other countries, such aircraft need to be authorized to operate in Mexico. The registration with the Mexican Aeronautical Registry is granted subject to compliance with certain legal and technical requirements. All the aircraft which comprise our fleet as of the date of this annual report have been authorized by and registered with the AFAC. We have to maintain our aircraft in airworthiness condition. The maintenance must be provided as specified in the manufacturers’ maintenance manuals and pursuant to a maintenance program approved by the AFAC. The AFAC has authority to inspect our aircraft, their maintenance records and our safety procedures. Based on such inspections, the AFAC may declare an aircraft unfit to fly and in certain cases revoke our Concession. Routes Pursuant to the Mexican Aviation Law and our Concession, we may only provide our services on routes approved under our Concession. Any new route or change in existing routes must be approved by the AFAC. Domestic routes are subject to our Concession and the Mexican Aviation Law. Our international routes to the United States are subject to our Concession, the international routes authorization permits issued by the AFAC, the Mexican Aviation Law, the Air Transport Agreement between the United States and Mexico, dated December 18, 2015 (“US-Mexico ATA”), a permit from the DOT to allow us to operate any route into the United States, and authorization from the FAA. The US-Mexico ATA provides a legal framework for the international routes of Mexican and U.S. carriers between the United States and Mexico. Under the US-Mexico ATA, any U.S. or Mexican carrier may apply for a permit or authorization to fly between Mexico and the United States. Fares According to the Mexican Aviation Law, concessionaries or licensees of air transportation may freely set fares for the services provided by them on terms that permit the rendering of services in satisfactory conditions of quality, competitiveness, safety and consistency. International fares must be approved by the SICT pursuant to applicable treaties except that fares for routes to and from the United States do not require approval or registration from either the SICT or any other authority. The fares (both domestic and international) must be registered with the SICT and be permanently available to users of the services. The SICT may deny the registration of fares set by the concessionaires or licensees if such fares imply predatory or monopolistic practices, dominance in the market from a competition perspective or disloyal competition which prevents the participation in the market of other concessionaires or licensees. The SICT may also set minimum and maximum levels of fares (restricting, in that case, the ability of concessionaires and holders of licenses to freely determine rates), as applicable, for the corresponding services, to promote competition. The fares will describe clearly and explicitly the restrictions such fares are subject to and will remain valid for the time and under the conditions offered. The Mexican Aviation Law provides that in the event that the SICT considers that there is no competition among concession and permit holders, the SICT may request the opinion of the Mexican Antitrust Commission and then approve regulations governing fares that may be charged for air transportation services, thus limiting the ability of participants to freely determine rates. Such regulations will be maintained only during the existence of the conditions that resulted in the negative effects of competition. Slots Under Mexican Law, a “slot” is the schedule for the landing and take-off of aircraft. The regulation of the slots is provided by the Mexican Airport Law and its regulations. A slot is assigned to an operator by the airport administrator considering the recommendation of a committee of operations, for the organization and planning of the flights at the relevant airport. According to the regulations to the Mexican Airport Law, the operating rules of each airport in Mexico, must contain the guidelines for the assignment of slots. Therefore, the different airports’ administrations will establish in such guidelines how slots are to be assigned considering (i) the operation schedule of the airport, (ii) safety and efficiency criteria, (iii) capacity of the services providers, (iv) schedule availability, and (v) compliance with the requirements for the assignment of the slots. 56 Table of Contents Taking or Seizure Pursuant to Mexican law and our Concession, the Mexican federal government may take or seize our assets temporarily or permanently, in the event of natural disasters, war, serious changes to public order or in the event of imminent danger to the national security, internal peace or the national economy. The Mexican federal government, in all cases, except in the event of international war, must indemnify us by paying the respective losses and damages at market value. See Item 3: “Key Information—Risk Factors—Under Mexican law, our assets could be taken or seized by the Mexican government under certain circumstances.” Foreign Ownership The Mexican Foreign Investment Law (Ley de Inversión Extranjera) limits foreign investment in companies rendering domestic air transportation services to 49% of such companies’ voting stock. This limit applies to Volaris Opco, but not to us as a holding company. We, as a holding company, must remain a Mexican-investor controlled entity, as a means to control Volaris Opco. The acquisition of our Series A shares through the CPOs, which strips out voting rights but grants any and all economic rights, by foreign investors, is deemed neutral, from a foreign investment perspective, and is not, as a result, counted as foreign investment and is excluded from this restriction. For a discussion of the procedures we instituted to ensure compliance with these foreign ownership rules. See Item 10: “Additional Information—Memorandum and Articles of Association—Other Provisions—Foreign Investment Regulations.” Environmental Regulation We are subject to international treaties, bilateral agreements, laws, official Mexican standards, or other regulations applicable to the aviation industry related to the protection of the environment, such as the Mexican General Law of Ecological Balance and Environmental Protection (Ley General del Equilibrio Ecológico y la Protección al Ambiente), the Regulation of the General Law of Ecological Balance and Environmental Protection Regarding Prevention and Control of Atmospheric Pollution (Reglamento de la Ley General del Equilibrio Ecológico y la Protección al Ambiente en Materia de Prevención y Control de la Contaminación de la Atmósfera), the Mexican General Law for Prevention and Handling of Wastes (Ley General para la Prevención y Gestión Integral de los Residuos), the Mexican National Waters Law (Ley Nacional de Aguas) and its regulations, and the General Law on Climate Change (Ley del Cambio Climático) and its regulations. Moreover, we are subject to the Official Rule NOM 036 SICT3 2000, which regulates the maximum limits of aircraft noise emissions as well as the requirements to comply with such limits. In addition, recent regulatory developments in Mexico, including the General Law of Circular Economy (Ley General de Economía Circular) enacted in 2026, may introduce additional requirements related to resource efficiency, waste management, and lifecycle considerations. Although the full scope and implementation of these requirements remain uncertain, they could demand changes to our operations and supply chain practices and result in increased compliance and operating costs. On a voluntary basis, the processes of operations engineering and technical publications, empty operating weight updates, aircraft incorporation into Air Operator´s Certificate (AOC), station incorporation into AOC, flight dispatch and operational control center, crew planning, flight operations and flight operations support, administrative procedures for flight attendant organization, flight attendant mentors, emergency response management, cargo operations, ground operations, monitoring of gas emissions into the atmosphere, fuel saving program, purchase of carbon credits, environmental programs for waste management and energy management in our corporate offices (ecological offices) are certified under the Official Mexican Standards NMX-CC-9001-IMNC-2015 (ISO 9001:2015) and NMX-SAA-14001-IMNC-2015 (ISO 14001:2015). This certification is issued by NORMEX, an organization authorized to establish standards in accordance with the guidelines of the General Directorate of Standards. NORMEX is also recognized by the Mexican Accreditation Entity A.C. (Entidad Mexicana de Acreditación (EMA), A.C.) to conduct audits and inspections, ensuring compliance with national and international standards. Additionally, Article 151 Bis of the Regulations of the Mexican Civil Aviation Law (Reglamento de la Ley de Aviación Civil) requires that every concessionaire and permit holder report to the AFAC, on an annual basis, the greenhouse emissions produced by the aircraft it operates, as well as the operational, technical, and economic measures required by Mexican law and the international treaties to which Mexico is a party. 57 Table of Contents Further, pursuant to the General Law on Climate Change and its regulations, we report our emissions scope 1 and scope 2 inventory in Mexico, to the National Emissions Registry (Registro Nacional de Emisiones (RENE)) and the Pollutant Release and Transfer Register (Registro de emisiones y transferencias de contaminantes (RETC)). Civil Liability The Mexican Aviation Law, the Warsaw Convention, as amended by the Montreal Convention, and the Mexican Federal Civil Code (Código Civil Federal) set forth guidelines related to the liability of an aircraft operator for damages caused to third parties during its air and ground operations, or resulting from persons or things ejected from the aircraft. Mexican courts, however, have occasionally disregarded these limitations provided by the Warsaw Convention and have awarded damages purely based on the Mexican Federal Civil Code and Mexican consumer protection regulations, resulting in awards of damages higher than those established in the Mexican Aviation Law. Insurance Pursuant to Article 74 of the Mexican Aviation Law and ancillary regulations, we are required to maintain insurance policies with reputable insurance companies, covering damages and/or losses for passengers, baggage, cargo and mail, as well as general third-party legal liability, for at least certain minimum amounts. Airlines must submit their insurance contracts to the SICT prior to initiating operations. For international air transport, our insurance must comply with the provisions of the applicable international treaties. Labor Regulation We are subject to the provisions of the Mexican Labor Law (Ley Federal del Trabajo) and the provisions contained in the collective bargaining agreements with Sindicato de Trabajadores de la Industria Aeronáutica, Similares y Conexos de la República Mexicana (“STIAS”). For more information on our relationship with such labor union and our labor collective bargaining agreements. See Item 6: “Directors, Senior Management and Employees—Employees.” U.S. and International Regulation Operational Regulation The airline industry is heavily regulated by the U.S. government. Two of the primary regulatory authorities overseeing air transportation in the United States are the DOT and the FAA. The DOT has jurisdiction over economic issues affecting air transportation, including but not limited to unfair or deceptive practices, unfair methods of competition, advertising and other consumer protection matters, baggage liability, and air travel by persons with disabilities. The DOT has authority to issue permits and other authorizations required for international airlines to provide air transportation to and from the United States. We hold foreign air carrier permits issued by the DOT that authorize us to engage in scheduled and charter air transportation of passengers, property and mail to and from the United States, consistent with the scope of traffic rights provided for under the air transport agreements in place between the United States and each of Mexico, Costa Rica, and El Salvador. The FAA is responsible for regulating and overseeing matters relating to air carrier flight operations and safety, including airline operating certificates, aircraft certification and maintenance and other matters affecting air safety. The FAA requires each non-U.S. commercial airline to obtain and hold FAA operations specifications and to conduct its operations in accordance with Parts 91 and 129 of the Federal Aviation Regulations. Operations specifications authorize holders to operate at specific U.S. airports using procedures and aircraft approved by the FAA. As of the date of this annual report, we had FAA airworthiness certificates for 45 of our aircraft (the remainder being registered with the AFAC in Mexico), we had obtained the necessary FAA authority to fly to all the cities we currently serve, and all our aircraft had been certified for over-water operations. Pilots operating and mechanics providing maintenance services on “N” or U.S.-registered aircraft require a special license issued by the FAA. We hold all necessary operating and airworthiness authorizations, certificates and licenses and operate in compliance with applicable DOT and FAA regulations. 58 Table of Contents We are also subject to the regulation of the aviation authorities of the Central and South American countries in which we currently operate. We hold all necessary operating authorizations, certificates and licenses and are operating in compliance with applicable regulations in such Central and South American countries. International Regulation Our service to and from the United States is also subject to various air commerce and immigration laws and regulations, which are administered at U.S. airports by CBP, a law enforcement agency that is part of the DHS, and the requirements of equivalent governmental agencies in other countries. Like other airlines flying international routes, from time to time we may be subject to civil fines and penalties imposed by CBP for failure to comply with immigration laws or if un-manifested or illegal cargo, such as illegal narcotics, is found on our aircraft, among other issues. These fines and penalties, which in the case of narcotics are based upon the retail value of the seizure, may be substantial. We have implemented a comprehensive security program at our airports to reduce the risk of illegal cargo being placed on our aircraft, and we seek to cooperate actively with CBP and other U.S. and foreign law enforcement agencies in investigating incidents or attempts to introduce illegal cargo onto our flights. Our flight operations are also subject to Animal and Plant Health Inspection Service (“APHIS”) (an agency of the U.S. Department of Agriculture) requirements. APHIS imposes restrictions on the agricultural products that may be transported to and from the United States, how we cater our flights, and how we handle trash generated during flights landing in the United States. APHIS can impose fines and penalties for non-compliance with these requirements. We comply with all APHIS cargo requirements and regulations related to our flights. Security Regulation TSA was created in 2001 with the responsibility and authority to oversee the implementation, and ensure the adequacy, of security measures at airports and other transportation facilities in the United States. Since the creation of TSA, airport security has seen significant changes including enhancement of flight deck security, the expanded deployment of federal air marshals onboard flights, increased airport perimeter access security, increased airline crew security training, enhanced security screening of passengers, baggage, cargo and employees, training of security screening personnel, increased passenger and crew manifest collections and CBP transmittal requirements, expanded background checks, and additional restrictions on carry-on baggage. Funding for passenger security is provided in part by a civil aviation security fee of U.S. $5.60 per-one way trip for air transportation that originates at an airport in the United States. TSA was granted authority to impose additional fees on air carriers if necessary to cover additional federal aviation security costs. Pursuant to its authority, TSA may revise the way it assesses this fee, which could result in increased costs for passengers and/or us. We cannot predict what additional security and safety requirements may be imposed in the future or the costs or revenue impact that would be associated with complying with such requirements. Environmental Regulation We are subject to various federal, state, and local U.S. laws and regulations administered by numerous agencies relating to the protection of the environment and affecting matters such as aircraft engine emissions, aircraft noise emissions, and the discharge or disposal of materials and chemicals. U.S. law recognizes the right of airport operators with special noise issues to implement local noise abatement procedures so long as those procedures do not interfere unreasonably with interstate and foreign commerce and the national air transportation system. These restrictions can include limiting nighttime operations, directing specific aircraft operational procedures during take-off and initial climb, and limiting the overall number of flights at an airport. None of the airports we serve currently restrict the number of flights (except New York’s John F. Kennedy Airport, which restricts the number of flights allowed for capacity reasons, not noise abatement) or hours of operation, although it is possible one or more of such airports may do so in the future with or without advance notice. In 2016, ICAO adopted a resolution creating CORSIA and provided a framework for a global market-based measure to stabilize CO2 emissions in international civil aviation (i.e., civil aviation flights that depart in one country and arrive in a different country). CORSIA has been implemented in phases, starting with the participation of ICAO members on a voluntary basis during a pilot phase (from 2021 through 2023), and a first phase (from 2024 through 2026), followed by an obligatory second phase (from 2027) for member states whose civil aviation CO2 emissions exceed certain thresholds. In 2016, Mexico signed the “North American Leaders’ Declaration on Climate, Clean Energy and Environment Partnership” and committed to participate in the pilot phase of CORSIA. The countries in which we operate are ICAO member states, and thus we may be affected by regulations adopted pursuant to the CORSIA framework. 59 Table of Contents Additionally, the government of Costa Rica, through Scope No. 117 in Gazette No. 116 dated June 26, 2024, issued Presidential Decree No. 44498-MOPT, titled “RAC-16 Costa Rican Aeronautical Regulation and Emission Reduction for Costa Rican Aviation.” This decree formally confirms compliance with CORSIA and establishes additional environmental requirements for air operators. The USEPA has also adopted rules implementing the ICAO aircraft engine GHG emission standards. Pursuant to the Clean Air Act, the FAA issued a final rule in February 2024 to implement these standards, introducing new fuel efficiency certification regulations. These regulations took effect in April 2024 and will apply to larger business and commercial jet aircraft with either new design types (not previously certified by the FAA) or existing design types that are in production as of January 1, 2028. While the USEPA has proposed to rescind the 2009 GHG Endangerment Finding that provides the authority for various GHG regulations under the Clean Air Act, the ultimate outcome of this proposal is uncertain and more stringent standards, or other restrictions, may also be adopted in the future. We are committed to complying with the applicable environmental regulations in the markets where we operate. We actively monitor regulatory developments to promote timely adaptation and compliance with evolving standards, reinforcing our commitment to responsible and sustainable operations. Other Regulations In the United States, we are subject to certain provisions of the Communications Act of 1934, as amended, and are required to obtain an aeronautical radio license from the FCC. To the extent we are subject to FCC requirements, we take all necessary steps to comply with those requirements. We are also subject to state and local laws and regulations at locations where we operate and the regulations of various local authorities that operate the airports we serve. Concessions and Permits Through our subsidiaries Vuela Aviación and Vuela El Salvador, we hold concessions, which authorize us to provide regular passenger, cargo and mail air transportation services in Costa Rica and El Salvador, respectively. The Exploitation Certificate (Certificado de Explotación) of Vuela Aviación was granted by the government of Costa Rica on November 9, 2016, and remains valid until December 20, 2036. The Operating Permit (Permiso de Operación) of Vuela El Salvador was granted by the government of El Salvador on August 23, 2021, and remains valid until May 31, 2029. For more information regarding our aircraft and routes, see Item 4: “Information on the Company—Business Overview.” Taking or Seizure in El Salvador In accordance with Salvadoran law and Vuela El Salvador´s concession, the Salvadoran government can, temporarily or permanently, seize our assets in El Salvador, specifically when a state of emergency is declared and our assets are determined to be of national interest. A state of emergency could be declared in the event of natural disasters, war, serious disturbances of public order or of imminent danger to national security, internal peace or the national economy. The Salvadoran government must indemnify us following calculations established by law. However, such law is unclear about how compensation is determined and when it is paid. Future Regulations The Mexican, U.S. and other foreign governments may consider and adopt new laws, regulations, interpretations and policies regarding a wide variety of matters that could directly or indirectly affect our results of operations. We cannot predict what laws, regulations, interpretations and policies might be considered in the future, nor can we judge what impact, if any, the implementation of any of these proposals or changes might have on our business. 60 Table of Contents Where You Can Find Other Information Our website is www.volaris.com. The information and contents on our website are not a part of, and are not incorporated by reference into, this Annual Report. Information we furnish or file with the SEC, including our Annual Reports on Form 20-F, Reports on Form 6-K and any amendments to or exhibits included in these reports are available for download, free of charge, on our website soon after such reports are filed with or furnished to the SEC. Our SEC filings, including exhibits filed therewith, are also available at the SEC’s website at www.sec.gov. B. Business Overview Industry There are three primary categories of passenger airlines in the Mexican market: (i) traditional legacy network carriers, such as Grupo Aeroméxico, (ii) ultra low-cost carriers, such as Volaris and Aeroenlaces Nacionales, and (iii) regional carriers that operate exclusively in niche markets within Mexico, constituting approximately 1% of the total market share. The ULCC business model is a subset of the low-cost carrier market. Legacy carriers offer scheduled flights to major domestic and international routes (directly or through membership in an alliance, such as Star Alliance, Oneworld and/or SkyTeam) and serve numerous smaller cities. These carriers operate mainly through a “hub-and-spoke” network route system. This system concentrates most of an airline’s operations in a limited number of hub cities, serving other destinations in the system by providing one-stop or connecting service through hub airports to end destinations on the spokes. Such an arrangement permits travelers to fly from a given point of origin to more destinations without switching to another airline. Traditional legacy carriers typically have higher cost structures than low-cost carriers due to higher labor costs, flight crew and aircraft scheduling inefficiencies, concentration of operations in higher cost airports, and multiple classes of services. Other examples of legacy carriers in the Latin American market include Avianca, Copa, and LATAM. Low-cost carriers typically fly direct, point-to-point flights, which tends to improve aircraft and crew scheduling efficiency. In addition, low-cost carriers often serve major markets through secondary, lower cost airports in the same regions as major population centers. Many low-cost carriers only provide a single-class of service, thereby increasing the number of seats on each flight and avoiding the significant and incremental cost of offering premium-class services. Finally, low-cost carriers tend to operate fleets with only one or two aircraft families at most, in order to maximize the utilization of flight crews across the fleet, improve aircraft scheduling flexibility and minimize inventory and aircraft maintenance costs. The Mexican market, which has a large population of VFR and leisure travelers, has seen demand for these low-cost carriers expand in recent years. In recent years, many traditional legacy network carriers globally have undergone significant financial restructuring, including ceasing operations or merging and consolidating with one another. These restructurings have allowed legacy carriers to reduce high labor costs, restructure debt, modify or terminate pension plans and generally reduce their cost structure. This has resulted in improved workforce flexibility and reduced costs while simultaneously improving product offerings similar to those of other low-cost carriers. Furthermore, many of the legacy carriers have made these improvements while still maintaining their expansive route networks, alliances and frequent flier programs. One result of the restructuring of the network carriers is that the difference in the cost structures, and the competitive advantage previously enjoyed by low-cost airlines, has somewhat diminished. The ULCC business model involves, among other things, intense focus on low cost, efficient asset utilization, unbundled revenue sources aside from the basic fare with multiple products and services offered for additional fees. Globally, ULCCs business models include Allegiant and Frontier in the United States, Ryanair and Wizz in Europe, and AirAsia in Asia. ULCCs are able to achieve low-cost operations due to highly efficient and uniform fleets with high density seating and single aisle configurations. Additionally, ULCCs provide extremely low fares to customers in order to stimulate market demand and generate high aircraft utilization rates. With high aircraft utilization rates, ULCCs are able to generate substantial ancillary revenues through the offering of additional products and services, such as baggage fees, advanced seat selection, extra legroom, ticket change fees, and/or itinerary attachments such as hotels, airport transportation, and rental cars. ULCCs focus on VFR and leisure customers as opposed to business travelers. The ULCC product appeals to the cost-conscious customer because they are offered a low base-fare and are able to choose to pay for only the additional products and services they want to receive. 61 Table of Contents Economic and Demographic Trends We believe the Mexican airline industry has strong potential for growth, given the country’s young demographics, the long-term trend for improving macroeconomic base and growing middle class, which will likely facilitate organic expansion of the airline sector. In addition, the national airline industry is relatively underpenetrated when compared to other countries of similar economic size and demographic characteristics, in terms of trips per capita. These elements combine at a time when the industry has been under considerable attrition due in part from some of the operators ceasing operations. In terms of the macroeconomic environment, GDP growth in Mexico is expected to be 1.6% in 2026 and 2.0% in 2027 according to the Mexican Central Bank’s mid-point projections. Mexico’s GDP grew at a CAGR of 4.4% from 2015 to 2025, according to INEGI. U.S. GDP is expected to grow by 2.4% for 2026, and 2.3% for 2027 according to the U.S. Federal Reserve. As of 2020, according to the Censo de Población y Vivienda 2020 of INEGI intercensal survey, approximately 70% of the Mexican population was over 18 years of age, which we believe benefits us by providing a strong base of young, potential passengers in the future. These contrasts favorably with more mature aviation markets like the United States, where, as of July 2025, approximately 79% of the population was over 18 years of age according to the U.S. Census Bureau. However, despite these favorable demographic indicators, the Mexican domestic aviation market remains underpenetrated. According to data from the Airbus Global Market Forecast, as of 2024 the flights per capita in Mexico was 0.6 per capita, indicating a lower level of air travel penetration compared to countries with similar economies (as measured by income per capita) and geographies. Specifically, Colombia’s flights per capita was 1.0 in 2024, compared to 1.0 in Chile during the same year. Lastly, Turkey’s air trips per capita stood at 1.3 as of 2024, according to the same source. The Mexican low-cost airline industry competes with ground transportation alternatives, primarily long-distance bus companies. Given the limited passenger rail services in Mexico, travel by bus has traditionally been the predominant low-cost option for long-distance travel for a significant portion of the Mexican population. In 2024, bus companies transported over 3.1 billion passengers in Mexico in the domestic market, of which approximately 84.6 million were executive and luxury passenger segments, as measured in segments which include both long-distance (five hours or greater) and short-distance travel, according to the SICT. We believe that an increased shift in demand from bus to air travel in Mexico presents a significant opportunity as the macroeconomic environment improves and rising demographics take shape across the country. Furthermore, we believe that long-distance bus passengers will continue to shift to airplane travel when certain promotional fares are priced lower than bus fares for similar routes. In the past the Mexican federal government has made a substantial investment in developing Mexico’s airport infrastructure. In 1998, the Mexican federal government created a program to open Mexico’s airports to private investments. Three private airport operators (Grupo Aeroportuario del Pacífico, S.A.B. de C.V., Grupo Aeroportuario del Centro Norte, S.A.B. de C.V. and Aeropuertos del Sureste de México, S.A.B. de C.V.) were incorporated and granted 50-year concessions to operate airports in Mexico. In the first stage of the privatization process, the Mexican federal government sold a minority stake to strategic partners. The privatization process culminated in mid-2006, when the Mexican federal government sold the balance of its holdings to the public via initial public offerings. The Mexican federal government still manages and operates the Mexico City International Airport, which it considers strategic, as well as other minor airports in the country. We believe that strong foundational infrastructure, and continued investment and development will result in significant growth potential for the Mexican airline market. In March 2022, the Felipe Angeles International Airport began operations. This airport is managed and operated by the Mexican federal government. The Mexico City International Airport, is under renovation with the goal of concluding during 2026. 62 Table of Contents According to the Airbus Global Market Forecast 2025 (GMF25), Airbus forecasts a CAGR of 3.8% for domestic air traffic within the Latin America and Caribbean region, from 2019 to 2044. Specifically, the Mexican domestic market is forecasted to exhibit a CAGR of 4.5%, from 2019 to 2044, with a corresponding CAGR of 3.1% for routes between Mexico and the United States during the same period. Similarly, traffic originating from Central America to the United States is expected to achieve a CAGR of 3.7%. The projected growth is primarily driven by intra-regional flows, supported by the continued growth of low-cost carrier networks. The continued growth of the middle class as well as rising income levels is expected to continue to drive long-term economic expansion in Latin America. Traffic between Central America and the Caribbean and North America is expected to remain strong, as North and Latin American LCCs continue to grow their service in this flow. The Mexican aviation industry has transformed significantly since the emergence of ultra-low-cost carriers and the exit of more than nine carriers since 2007, according to the SICT. Furthermore, the pandemic led to an unprecedented market consolidation. As of December 31, 2025, the top three carriers in Mexico collectively held approximately 99% of the domestic market, with 74% of this share attributed to ultra-low-cost carriers, Volaris and Aeroenlaces Nacionales. Changes in the Mexican airline competitive environment have resulted in an increase in the domestic market load factor for the remaining carriers. Market Environment The airline industry is highly competitive. The principal competitive factors in the airline industry include fare pricing, total ticket price, flight schedules, aircraft type, passenger amenities, number of routes/destinations, customer service, safety record and reputation, code-sharing relationships, frequent flier programs and redemption opportunities. The airline industry is particularly susceptible to price discounting because once a flight is scheduled, airlines incur only nominal incremental costs to provide service to passengers occupying otherwise unsold seats. The expenses of a scheduled aircraft flight do not vary significantly with the number of passengers carried, and, as a result, a relatively small change in the number of passengers or in pricing can have a disproportionate effect on an airline’s operating and financial results. Price competition occurs on a market-by-market basis through price discounts, changes in pricing structures, fare matching, targeted promotions and frequent flier initiatives. Airlines typically use discount fares and other promotions to stimulate traffic during normally slower travel periods to generate cash flow and to maximize revenue per ASM. The prevalence of discount fares can be particularly acute when an airline has excess capacity and/ or is under financial pressure to sell tickets. In Mexico, the United States and the Central and South American countries in which we operate, the scheduled passenger service market consists of three principal groups of travelers: business travelers, leisure travelers, and VFR travelers. Leisure travelers and VFR travelers typically place most of their emphasis on lower fares, whereas business travelers, in addition to lower fares, typically also place a high emphasis on flight frequency, scheduling flexibility, breadth of network and service enhancements, including loyalty programs and airport lounges. VFR and leisure passengers travel for a number of reasons, including social visits and vacation travel. We believe that VFR and leisure traffic are the most important components of the traffic in the markets we target and serve and are important contributors to our non-passenger revenue production. We estimate that VFR and leisure passengers represent a significant percentage of our total passenger volume. As part of our route development strategy, we target markets that will likely appeal to VFR and leisure travelers at price points that were previously not available. This approach allows us to stimulate demand in new markets by catering to VFR and leisure travelers’ preferences. Domestic passenger traffic in Mexico has shown consistent growth, with a CAGR of 6.5% from 2010 to 2025, based on data from the AFAC. Similarly, international passenger volumes have increased at a CAGR of 5.6% over the same period. The following table sets forth the historical passenger volumes on international and domestic routes in Mexico from 2010 to 2025: Passenger Volumes(1) 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 (millions of segment passengers) Domestic 24.6 25.6 28.2 30.6 33.0 37.3 41.9 45.4 49.7 53.7 28.3 44.4 57.2 63.6 61.6 63.5 (% growth increased) 0.2 % 3.9 % 10.3 % 8.5 % 7.7 % 13.0 % 12.5 % 8.2 % 9.5 % 8.1 % (47.4) % 57.2 % 28.8% 11.2% (3.3)% 3.2% International 25.8 26.8 28.5 30.9 33.6 37.5 40.8 45.1 47.6 48.8 20.1 35.8 50.1 54.7 57.9 58.8 % growth increased) 6.3 % 4.1 % 6.5 % 8.1 % 8.8 % 11.7 % 8.9 % 10.4 % 5.6 % 2.5 % (58.8) % 78.2 % 40.0% 9.2% 5.7% 1.4% Total 50.4 52.4 56.7 61.5 66.6 74.8 82.7 90.5 97.3 102.5 48.4 80.2 107.3 118.3 119.5 122.3 % growth increased) 3.2 % 4.0 % 8.3 % 8.3 % 8.3 % 12.3 % 10.7 % 9.3 % 7.6 % 5.4 % (52.8) % 65.9 % 33.8% 10.3% 0.9% 2.4% Source: AFAC – “Traffic Statistics by Airline” 63 Table of Contents Our international growth strategy focuses on targeting markets in the United States with large Mexican and Latin-American communities in order to stimulate VFR demand and leisure traffic. During 2025, approximately 68% of international passengers in Mexico flew to the United States, making it the largest international destination for air passengers in Mexico. All of the major U.S. legacy carriers fly to and from Mexico, but at a higher cost than low-cost carriers. In many cases, Mexicans residing in the United States purchase airline tickets for family members living in Mexico to fly to the United States to visit them. For this reason, we focus our international routes on U.S. cities with significant Mexican and Mexican-American communities, which are generally located in or near counties with Hispanic populations of over one million as of 2020, according to PEW Research Hispanic Center. Additionally, according to the same source, as of 2024, the top five U.S. states by Hispanic population were as follows: · California: 16.1 million; · Texas: 12.6 million; · Florida: 6.7 million; · New York: 4.0 million; and · Illinois: 2.5 million. In recent years, we have also been growing our operations in Central and South America. In 2025, the Mexican ULCCs (Volaris and Aeroenlaces Nacionales) together maintained 73.5% of the domestic market, based on passenger flight segments, according to the AFAC. The following table sets forth the historical market shares on domestic routes, based on passenger flight segments, of each major market participant for each of the periods indicated: Market Share(1) Domestic 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 Volaris 14.71 % 17.96 % 20.39 % 23.04 % 23.23 % 24.67 % 27.42 % 27.42 % 28.31 % 31.23 % 38.34 % 41.22 % 41.00 % 38.27 % 33.28 % 34.01 % Grupo Aeroméxico 35.69 % 40.07 % 37.78 % 35.77 % 36.04 % 33.74 % 31.13 % 28.96 % 27.59 % 24.21 % 25.31 % 27.48 % 26.50 % 27.53 % 27.54 % 25.07 % Former Grupo Mexicana(2) 6.01 % — — — — — — — — — — — — — 0.48 % 0.68 % Interjet(3) 16.26 % 24.78 % 23.83 % 24.37 % 23.69 % 24.53 % 21.63 % 21.18 % 20.48 % 19.69 % 8.75 % — — — — — Aeroenlaces Nacionales 8.80 % 11.49 % 12.49 % 12.19 % 11.81 % 11.70 % 14.25 % 16.87 % 18.35 % 20.12 % 24.41 % 28.31 % 30.40 % 33.23 % 38.03 % 39.54 % Source: AFAC– “Traffic Statistics by Airline” (1) Market share is obtained by dividing each airline’s number of passengers by the total number of passengers for all airlines for the period indicated. (2) Ceased operations in August 2010 and resumed operations in 2023. (3) Suspended operations in December 2020 and declared bankruptcy in April 2023. 64 Table of Contents The airline industry in Mexico has seen sharp attrition, with the exit of more than nine airlines since 2007, including Former Grupo Mexicana´s bankruptcy in April 2014, Interjet´s bankruptcy in April 2023 and Transportes Aeromar, S.A. de C.V.’s cessation of operations in February 2023. This allowed us to further expand our international service offering in a very short timeframe. The following table sets forth the historical market shares on international routes between Mexico, the United States and other countries, based on passenger flight segments, of key Mexican industry participants for each of the periods indicated: Market Share(1) International 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 Volaris 9.38 % 21.11 % 21.45 % 20.42 % 21.24 % 22.75 % 24.70 % 22.80 % 19.63 % 21.83 % 35.96 % 39.20 % 35.83 % 38.08 % 36.72 % 36.59 % Grupo Aeroméxico 39.83 % 75.73 % 67.24 % 64.63 % 66.05 % 61.67 % 56.82 % 55.65 % 53.20 % 45.58 % 37.28 % 41.59 % 47.63 % 45.47 % 46.91 % 45.89 % Former Grupo Mexicana(2) 49.94 % — — — — — — — — — — — — — — — Interjet(3) — 1.51 % 8.80 % 13.42 % 11.09 % 13.69 % 17.60 % 20.72 % 24.57 % 28.65 % 17.93 % — — — — — Aeroenlaces Nacionales 0.84 % 1.54 % 2.13 % 0.81 % 0.91 % 1.52 % 0.55 % 0.64 % 2.46 % 3.60 % 8.08 % 18.11 % 15.37 % 15.55 % 15.91 % 17.12 % Source: AFAC– “Traffic Statistics by Airline” (1) Market share is obtained by dividing each Mexican airline’s number of passengers by the total number of passengers for all Mexican airlines for the period indicated. (2) Ceased operation in August 2010 and resumed operations in 2023. (3) Suspended operations in December 2020 and declared bankruptcy in April 2023. We have been able to grow our international market share in the United States substantially over the past five years even with significant competition from leading U.S. carriers. As of December 31, 2025, we were one of the largest international carrier in terms of passenger flight segments among airlines flying internationally to and from Mexico. We have been able to grow our international market share and our strategy to target and stimulate markets in the United States with large Mexican and Mexican-American communities. In terms of both domestic and international ticketed passengers, our total passenger volume increased at a CAGR of 13.9% from 2010 to 2025, with approximately 4.4 million booked passengers in 2010 and 31.0 million booked passengers in 2025. Since our inception, total passenger volume has increased at a CAGR of 20.5% from 2006 to 2025, growing from approximately 0.9 million booked passengers in 2006. Our Business Model Our business model is similar to that of other ULCCs operating elsewhere in the world, such as Allegiant and Frontier in the United States, Ryanair and Wizz in Europe and AirAsia in Asia. We utilize our ULCC business model and efficient operations to offer low base fares and to stimulate demand while aiming to provide suitable and efficient customer service. Our unbundled pricing strategy allows us to provide low base fares and enables our passengers to select and pay for a range of optional products and services for additional fees. We target VFR travelers, cost-conscious business travelers and leisure travelers in Mexico and to select destinations in the United States, Central and South America. Since May 2012, we have unbundled certain components of our air travel service as part of a strategy to enable our passengers to select and pay only for the products and services they want to use. This unbundling strategy has allowed us to significantly grow our non-passenger and total revenue. In addition, on July 15, 2025, we launched altitude by Volaris, our in-house loyalty program, designed to drive repeat travel and reward passenger loyalty (“altitude”). 65 Table of Contents We plan to continue to use low base fares to stimulate additional passenger demand, shift bus passengers to air travel and increase our load factor. Higher load factors help us generate additional non-passenger and total revenue, which in turn, allow us to further lower base fares and stimulate new demand. We have a relentless focus on low costs as part of our organizational culture. We are one of the lowest-cost publicly traded airline carriers in Latin America, based on CASM. We are also one of the lowest cost carriers in our target markets in Mexico and the United States, compared to our target market competitors, according to public information available from such competitors. We are able to keep our costs low due to our efficient and uniform fleet, high asset utilization, our emphasis on direct sales and distribution and our variable, performance-based compensation structure. Since our inception, we have aimed to achieve the following goals: · to create a profitable and sustainable business model; · to successfully compete by creating structural advantages over other carriers serving Mexico through our ULCC business model; · to provide affordable air travel with a suitable and efficient experience for our customers; and · to create a dynamic, cost-conscious and entrepreneurial working culture for our employees. Our Strengths We believe that our strengths are: Low-Cost Structure. We believe that in 2025 we had one of the lowest cost structures of any Latin American publicly traded airline, with CASM of U.S. 8.04 cents, compared to Aeroméxico at U.S. 12.50 cents, Copa at U.S. 8.60 cents, and LATAM at U.S. 11.44 cents. In 2025, we also had significantly lower costs than our U.S. based publicly traded target market competitors, including Alaska at U.S. 14.99 cents, Allegiant at U.S. 11.24 cents, American at U.S. 17.76 cents, Delta at U.S. 19.31 cents, Frontier at U.S. 9.74 cents, JetBlue at U.S. 14.51 cents, Southwest at U.S. 15.35 cents, and United at U.S. 16.46 cents, according to publicly available financial information. We achieve our low operating costs in large part due to: · Efficient and Single-Family Fleet. We operate a single and efficient fleet of Airbus A320 family aircraft, which is one of the youngest fleets in the Americas, with an average age of 6.6 years as of December 31, 2025. · High Asset Utilization. Our fleet has a high-density seat configuration, and we had one of the highest worldwide average aircraft utilization rates at 12.76 block hours per day in 2025. · Direct Sales Distribution. We encourage our customers to purchase tickets via our website, mobile app, call center, or airport service desks, as these distribution channels have the lowest cost to us. In 2025, we sold 83% of our tickets through these channels. As of 2025, we implemented the use of a global distribution system through Sabre’s New Distribution Capability or NDC standard. · Variable, Performance-Based Compensation Structure. We compensate our employees based on the contribution they make to our success, rather than seniority, by basing their compensation on their performance each year. Ancillary Revenue Generation. By offering our passengers the flexibility to choose which additional products and services they purchase and use through our unbundling strategy, we have increased average non-ticket revenue per passenger flight segment from approximately U.S. $9.61 in 2010 to U.S. $54.96 in 2025 by, among other things: 66 Table of Contents · checked baggage; · charging for excess baggage; · utilizing our excess aircraft belly space to transport cargo; · passing through all distribution-related expenses; · charging for advance seat selection, extra legroom, and carriage of sports equipment; · consistently enforcing revenue policies, including change fees; · generating subscription fees from our ultra-low-fare subscription service, v.club and Annual Pass; · deriving brand-based fees from proprietary services, such as our Volaris affinity credit card program; · selling itinerary attachments, such as hotel and car rental reservations and airport parking, and making available trip interruption insurance commercialized by third parties, through our website; and · selling onboard food and beverages advertising. Core Focus on VFR Travelers, Cost-conscious Business Travelers and Leisure Travelers. We primarily target VFR travelers, cost-conscious business travelers and leisure travelers in Mexico and the United States. We believe these demographics represent the highest potential for growth in our target markets. By offering low promotional fares, we stimulate demand for VFR and leisure travel, and attract new customers, including those who previously may have only traveled by bus. We use our yield management system to set prices based on the time of booking and load factor. During 2025, we managed yield and load factor, including through targeted promotional fares that can be as low as U.S. $0.05 (MXN $1), excluding airport fees. We have found that many Mexicans and Mexican Americans living in the United States buy airline tickets for themselves and their family members in Mexico. In addition, we have over 257,000 points of payment throughout Mexico, the United States, Guatemala, El Salvador, Costa Rica, Peru and Colombia that allow travelers, particularly in Mexico, who do not have credit cards, or are reluctant to provide credit card information over the web or call center, to reserve seats using the web or call center and pay with cash within 24 hours. Furthermore, we offer night flights, which appeal to our domestic and international customer base that seek to save on lodging expenses. Disciplined Approach to Market and Route Selection. We select target markets and routes where we believe we can achieve profitability within a reasonable timeframe, and we only continue operating on routes where we can achieve and maintain our target level of profitability. When developing our route network, we focus on gaining market share on routes that have been underserved or are served primarily by higher cost airlines where we have a competitive cost advantage. We thereby stimulate new demand with low base fares and attempt to shift market share from other operators. Based on our 2025 results, we have developed a profitable route network and achieved a leading market share in several of our markets. As of December 31, 2025, we held over 50% of passenger market share in 141 of our 250 routes, and faced no competition from any other carrier on over 36% of our routes. In 2025, 34 % of our passenger revenues derived from our U.S. routes and 38% of our ASMs were attributed to U.S. routes. Market Leading Efficiency and Performance. We believe we are one of the most efficient airline carriers in Latin America. In 2025, we achieved an average passenger load factor of 84.3% and an average aircraft utilization rate of 12.76 block hours per day with a standard turnaround time between flights of approximately 71 minutes. For our fleet type, our average aircraft utilization rate of 10.3 flight hours per day in 2025 was among the highest worldwide and was 12% higher than the industry average of 9.2 flight hours per day for all Airbus A320 aircraft and 5% higher than the 9.8 flight hours per day for all Airbus A321 aircraft, according to Airbus. The high-density, single-class seating configurations on our aircraft allow us to increase ASMs and reduce fixed costs per seat better than the lower-density configurations flown by certain of our competitors. In addition, we strive for market-leading operational performance, with an 80.2% on-time performance rate, 99.4% schedule completion and a mishandled baggage rate of only 0.8 bags per 1,000 passengers in 2025. 67 Table of Contents Brand Recognition and Fan Base. We believe that we have developed strong brand recognition due to our focus on delivering good value and a positive traveling experience to our customers. As of December 31, 2025, we had approximately 5.5 million fans on Facebook, 1.7 million followers on X (formerly Twitter), 647 thousand followers on Instagram, 58 thousand subscribers on YouTube and 254 thousand followers on TikTok, where we primarily focus on marketing, customer service and promotion. Our social media reach has been an effective and very low-cost marketing tool for us and has afforded us the capability to develop highly effective, targeted marketing promotions on very short notice. We have also established various programs to make air travel more inviting for first-time travelers and other passengers who may desire additional services. On April 16, 2021, we received the Famous Brand Declaration from the Mexican Institute of Industrial Property for the “Volaris” brand, and in April 2026, the Mexican Institute of Industrial Property granted an extension of such declaration. Solid Balance Sheet. We have a healthy level of financial debt, since we have principally financed our operations through equity and operating cash flows, and we have only used operating leases for our aircraft. We believe that our strong financial position enables us to prudently finance new growth opportunities in our markets and to defend our existing network from our competitors. As of December 31, 2025, we had a balance of U.S. $753.9 million in cash and cash equivalents, representing 25% of our last twelve months operating revenues. Additionally, as of December 31, 2025, our credit lines totaling U.S. $2,045.6 million, of which include U.S. $1,447.6 million were related to financial debt (U.S. $273.1 million were undrawn) and U.S. $598.0 million were related to letters of credit (U.S. $241.6 million were undrawn). As of December 31, 2025, we had available lines of credit of U.S. $514.7 million. Strong Company Culture, Experienced Management Team and Principal Shareholders. We have developed a strong company culture among our employees that is focused on safety, meritocracy, efficiency and profitability, with a significant component of variable, performance-based compensation structure. Our management team has been assembled with experienced executives in their respective fields, including in the aviation, sales and marketing, finance or IT industries in Latin America. In addition, our principal shareholders have extensive prior experience in funding, establishing and leading airline carriers around the world. Their expertise has helped us develop our ULCC business model and allowed us to benefit from their procurement power and relationships with key vendors. Our Growth Strategy Our goal is to continue growing, while maintaining our leadership in key Mexican aviation markets by operating our ULCC business model and focusing on VFR travelers, cost-conscious business travelers and leisure travelers. The key elements of our growth strategy include: Remain the ULCC of Choice in our Markets. We strive to remain the ultra-low-cost carrier of choice for our existing and new customers as we continue to focus on providing an affordable, suitable, and efficient travel experience to our customers across our expanding operations in Mexico, the United States, Central and South America. Our ULCC business model enables us to operate based on low fare levels, and we intend to continue to maintain low fares to stimulate demand. We believe that we can continue to improve operating efficiencies while maintaining low costs by: · fleet transition to cost-efficient Airbus A320neo and A321neo aircraft with higher seat density and lower fuel consumption; · spreading our low fixed-cost infrastructure over a larger scale of operations; · contracting operating services functions; · keeping sales and marketing overhead low; and · leveraging joint procurement benefits. 68 Table of Contents Grow Non-passenger Revenues while Maintaining Low Base Fare to Stimulate Demand. We intend to increase our non-passenger revenues by further unbundling our fare structure and by offering our passengers new and innovative products and services. Through our multiple points of interaction with our customers during each stage of their travel, from ticket purchase through flight and post-trip, we have the opportunity to offer third party products on which we receive commissions, such as hotel rooms, car rentals and trip interruption insurance. In addition, we sell in-flight products and we plan to introduce and expand upon products and services that are unrelated to passenger travel. We provide a membership-based ultra-low-fare subscription service called v.club which had approximately 2.5 million members as of December 31, 2025. The number of v.club members increased by 92% in 2025, compared to 2024. Our zero-fare includes a v.club membership to incentivize more customers to join our discount club and generate repeat business that will reduce our customer acquisition cost. As we broaden our ancillary products and services and increase our non-passenger revenue, we believe that we will be able to further lower base fares and continue to stimulate demand. Grow by Stimulating Demand in our Existing Markets. We plan to continue to grow our existing markets by adding routes that connect cities in which we currently have operations and by adding capacity on existing routes where we believe we can continue to stimulate demand. We also intend to continue to target long-distance bus passengers who we believe may be inclined to transition to air travel. To incentivize this shift, we set certain promotional fares priced lower than bus fares for similar routes. We believe that these initiatives will encourage bus travelers to opt for air travel, thereby driving growth in passenger volume. Continue our Disciplined Fleet Growth. As of the date of this annual report, we have firm commitments for 117 Airbus A320 family aircraft that will be delivered over the next seven years, 117 from our purchase agreement with Airbus, including 15 of the next generation Airbus A320neo and 102 of the next generation Airbus A321neo, the delivery of which commenced in 2016 and 2018, respectively. During 2025, we incorporated eight new A320neo and three used and five new A321neo into our fleet. In December 2017, we entered into an agreement with Airbus to purchase 80 aircraft (46 A320neo and 34 A321neo), which Airbus committed to deliver between 2022 and 2026. Under such agreement, we agreed to make pre-delivery payments, which shall be calculated based on the reference price of each aircraft following a formula established for such purpose in the agreement. In July 2020, we amended the agreement with Airbus to reschedule the delivery of 80 aircraft between 2023 and 2028. In October 2020, we amended the agreement with Airbus to reschedule 18 aircraft deliveries between 2020 and 2022. In November 2021, we entered into a new amendment to the purchase agreement with Airbus to purchase 39 additional A320 family NEO aircraft which Airbus committed to deliver between 2023 and 2029, under this amendment we have the option to purchase 25 additional A320 family NEO aircraft and we exercised our right to convert 20 A320neo aircraft to A321neo, four of which have been delivered as of the date of this annual report. In October 2022, we entered into a new amendment to the agreement with Airbus pursuant to which we exercised our right to purchase 25 additional A321neo aircraft which Airbus committed to deliver in 2030. On November 26, 2024, the Company entered into an amendment to the existing purchase agreement with Airbus to reschedule the deliveries for the 131 pending aircraft between 2025 and 2031. On February 24, 2026, the Company entered into an amendment to the existing purchase agreement with Airbus to reschedule ten of the pending aircraft delivering in 2027 and 2028 to 2032. Our fleet has reached 156 aircraft as of the date of this annual report. We intend to maintain a young and a common fleet family because we believe it is the most efficient option for our markets and operations. Grow Passenger Volume by Profitably Establishing New Routes. We believe our focus on low fares and customer service will stimulate growth in overpriced, underserved and inefficient new markets. We will continue our disciplined approach to domestic and international market entry by using our rigorous selection process where we identify and survey possible target markets that have the potential to be profitable within our business model. 69 Table of Contents For example, in 2025, we added 35 new routes, including 9 domestic routes and 26 international routes. As part of our continuous monitoring of routes and markets for profitability, we have a proven track record of withdrawing routes that do not meet our profitability expectations. For our future growth opportunities, we have identified approximately 116 routes within Mexico serving markets in excess of 250,000 inhabitants and other leisure destinations, and that have stage lengths of at least 180 miles, and approximately 153 routes internationally that have stage lengths of at least 410 miles. Our Operations Passenger Revenues Passenger revenues accounted for U.S.$2,882.4 million or 94.9% of our total operating revenues in 2025. VFR traffic makes up the largest component of our customers and we believe that our VFR customers are the most cost conscious and time/schedule flexible of all of our travelers. VFR and leisure, the second largest component of our customers, are stronger during the summer, Christmas and New Year season, followed by Easter and respond well to demand stimulation based on low fares. Cost-conscious business travelers make up the third largest component of our customers. Although business travel can be cyclical with the economy, this segment tends to travel steadily throughout the year regardless of the season. The most significant passenger revenue includes revenues generated from: (i) fare revenue and (ii) other passenger revenues. Other passenger services include but are not limited to fees for excess baggage, bookings through the call center or third-party agencies, advanced seat selection, itinerary changes, priority services (Premium Plus) and charters. These fees are recognized as revenue when the obligation of passenger transportation service is provided or when the non-refundable ticket expires on the date of the scheduled travel. The average fees for advance seat selection, extra legroom, carriage of sports equipment, pets and ticket changes are up to U.S.$35, U.S.$110, U.S.$210, U.S.$192 and U.S.$110, respectively. We also make certain third-party services available through our website. We recognize revenue from v.club and other similar services as other passenger revenues when the service is provided. v.club membership generates income by incentivizing customers to make frequent purchases of flight tickets with Volaris, thereby strengthening our base of frequent customers and helping to reduce acquisition costs. v.club subscriptions accounted for 1.1% of our other passenger revenues in 2025. On January 23, 2023, our subsidiary, Volaris Opco, entered into an agreement with Lealtad Mercadotecnia y Conocimientos Agregados, S.A.P.I. de C.V., a subsidiary of Fomento Económico Mexicano, S.A.B. de C.V. (FEMSA). The agreement ended in June 2025. Non-Passenger Revenues The most significant non-passenger revenues include: (i) revenues from other non-passenger services described below and (ii) cargo services. In 2025, we derived U.S.$155.1 million, or 5%, of our total operating revenues from these sources. Revenues from other non-passenger services mainly include, but are not limited to, commissions charged to third parties for the sale of services. These revenues, as well as cargo services, are recognized as revenue at the time the service is provided. Revenues from cargo services are recognized when the cargo transportation is provided (upon delivery of the cargo to the destination). We make efficient use of extra capacity in our aircraft by carrying cargo on our passenger flights. We offer cargo transportation services on all domestic routes. All ground cargo handling services, including storage services offered to several third party providers, and the related cost of such services, are paid by our cargo customers and are rendered by specific suppliers. We offer competitive rates and our services include reception, check-in, shipping and delivery to the final destination. 70 Table of Contents We also offer charter services, which do not represent a significant part of our total operating revenues. We also generate revenues from the Volaris cobranded credit card (“Volaris INVEX”), from multiple revenue streams, such as: billing, redemption, free flights for new customers, among others. Revenue from the Volaris INVEX accounted for 5% of our other non-passenger revenues as of December 31, 2025. We closed 2025 with approximately 2.5 million v.club members and 1.1 million Volaris INVEX holders. For more information on v.club and the Volaris INVEX, see “—Sales, Distribution, Marketing and Advertising—Marketing and Advertising.” Route Network We currently serve 72 cities throughout Mexico, the United States, Central and South America. We operate up to 550 average daily segments on routes that connect 44 cities in Mexico and 28 cities in the United States and Central and South America. The map below sets forth the destinations we currently serve: Our route network is designed to provide service within Mexico and between Mexico, the United States, and Central and South America, and in particular those with large Hispanic and Mexican American communities, which are primarily concentrated in California and Texas. As part of our point-to-point strategy, we generally offer direct flights between cities with high traffic demand. We believe this scheduling approach allows us to serve a greater number of cities more frequently, leading to higher load factors and increased aircraft utilization, providing us with greater flexibility in our scheduling options. 71 Table of Contents To minimize turnaround times, we schedule flights to arrive at each destination and depart shortly after. Many of our evening flights are intended to provide red-eye travel options for longer routes, appealing to customers seeking to save on lodging expenses. Meanwhile, our day flights allow us to maximize fleet utilization and airport staff efficiently. Sales, Distribution, Marketing and Advertising Sales and Distribution. We currently sell our products through four primary distribution channels: · our website and mobile app; · our call center; · airports; and · third parties, such as travel agents. The following table sets forth the approximate percentage of our ticket sales and applicable fees attributed to each of our main distribution sources in 2025: Distribution source % of tickets sold Fee in dollars(1) Website and mobile app 80 % $ 0 Call center 2 % $ 25 Third-party travel agents 16 % $ 9 Airport counters 2 % $ 0 (1) Standard fee charged per customer. Our website is our primary platform for ticket sales. Sales through our website and mobile app represent our lowest-cost distribution channel, and it is the channel through which we offer our lowest fares. For all other channels, we pass the additional costs associated with them to our customers. Our passengers may pay for tickets by credit or debit card at the time of booking on our website or through our call center or in cash within 24 hours at one of the various points of payment located at several different businesses vendors we have made available. In 2025, 92.4% of our sales were paid by credit or with debit card and 7.6% by cash and other forms of payment. We have entered into agreements with Cadena Comercial OXXO, S.A. de C.V., and certain banks in Mexico, the United States, Guatemala, El Salvador, Costa Rica, Peru and Colombia to provide our customers with the opportunity to pay in cash for their tickets at over 257,000 points of payment. These agreements are generally entered into for one- or two-year periods, are subject to termination upon short notice and are renewable by mutual agreement. In 2025, we paid an aggregate of U.S.$72.4 million in commissions, a portion of the cost of which was transferred to the customers using this service. We have entered into an agreement with One Link México, S.A. de C.V. (“Onelink”) for call center services. Pursuant to this agreement, Onelink fields incoming calls from our customers and provides them with information about our fares, schedules and availability. The agreement with Onelink expires on June 30, 2026. We have signed agreements with Navitaire LLC and Jeppessen Systems AB, major suppliers of IT solutions in the global airline industry. Through these agreements we are provided with technology systems that allow us to conduct our operations. 72 Table of Contents Pursuant to our agreement with Navitaire LLC, they provide us with reservation services, revenue accounting services and operations management and recovery, as well as certain services related thereto. This agreement expires in February 2028, unless it is terminated with prior notice subject to certain conditions. The foregoing description of the terms of the agreement with Navitaire LLC is intended as a summary only and is qualified in its entirety by reference to the copy filed as an exhibit to this annual report. Marketing and Advertising. Our marketing and advertising efforts include the use of the internet, television, radio and billboards. We focus on direct consumer marketing in our target markets, by offering promotional fares and maintaining a strong presence in digital media, such as Facebook, X (formerly Twitter), Google, Instagram, YouTube and TikTok. As of December 31, 2025, we had approximately 5.5 million fans on Facebook, 1.7 million followers on X (formerly Twitter), 647 thousand followers on Instagram, 58 thousand subscribers on YouTube and 254 thousand followers on TikTok, which we primarily use for marketing, customer service and promotion. We reach our customers directly by holding promotional events that build brand recognition. We also advertise on billboards, in venues that our core consumers frequently attend, radio, television and shopping malls. We have internet promotions directed at current customers, who can register on our website. In addition, we send emails with promotions and advertisement to approximately 1.3 million e-mail addresses on a weekly basis. We strive to have the highest marketing impact at the lowest cost. Our marketing campaign “Ponle tu apodo a un avión” is designed to connect with younger audiences through music and a fun dynamic. Participants had the chance to win a year of unlimited flights and have their nickname displayed on a fuselage, creating relevant brand awareness among upcoming generations. We also launched “Atrévete a volar” which targets low-to-middle income travelers. Our efforts are focused on new channels and on educating individuals about the ease of air travel, with the goal of accelerating the substitution of long-distance bus travel with air transportation. In August 2024, we and Aeroenlaces Nacionales launched a joint anti-fraud campaign aimed at educating the public on how to safely purchase flight tickets. This collaboration seeks to raise awareness about the growing fraudulent ticket sales, particularly through social media and phone scams. With over 57 million passengers transported by both airlines in 2024, this initiative plays a crucial role in ensuring safe and legitimate ticket purchases for consumers. In 2025, we launched the “W1NG COD3S” campaign, which turned airplane wings into discount platforms by enabling passengers to capture and redeem aircraft registration codes for flight discounts. While most of the in-flight photos capture the airplane wing, this initiative transformed an overlooked feature into an interactive promotional tool, driving customer engagement and social media visibility. Our marketing efforts were recognized across leading global and regional industry awards, including Effie Awards Mexico, Cannes Lions, The One Show, Clio Awards, and Gerety Awards. These recognitions highlight our ability to combine creativity, data, and cultural relevance to deliver high-impact marketing initiatives. v.club, our annual subscription-based service, grants members exclusive first access to our lowest fares offerings. In addition, it provides members with guaranteed member-only fare sales and exclusive offers on hotels, rental cars and other travel necessities with YaVas. v.club members may access their benefits through our website and our mobile app. As of December 31, 2025, we had approximately 2.5 million v.club members, an increase of 92% compared to 2024. We offer three types of Volaris INVEX credit cards: the Volaris INVEX 0, Volaris INVEX, and the Volaris INVEX 2.0. The Volaris INVEX 0, which has no annual fee, was launched in October 2017, and offers the following benefits: · 1% cash back on all purchases to be used in Volaris; · priority boarding on our flights; and additional baggage at no cost (as long as the client pays more than 50% of their reservation with their Credit Card or e-credit); 73 Table of Contents · deferred payment on purchases with no interest; and · a 15% discount on the purchase of on-board menu items. The Volaris INVEX launched in March 2015, and has the same benefits as the above plus 0.5% more in cashback. The Volaris INVEX 2.0 launched in March 2015, and in the addition to the benefits listed above, it also offers at no cost: individual v.club, 2% cash back on all purchases, LoungeKey memberships, among other benefits. As of December 31, 2025, there were 1.1 million Volaris INVEX holders. We expect that in May 2026, 1.1 million Volaris INVEX credit card accounts, across the three cobrand products (Volaris INVEX 0, Volaris INVEX, and Volaris INVEX 2.0), will migrate to an updated benefits structure as part of the alliance between altitude by Volaris, Volaris, and INVEX. Under this transition, rewards accrual will shift from “Monedero Volaris” (cashback model) to altitude points across all card tiers. Existing core benefits will remain unchanged. The baggage benefit will be modified such that the Volaris INVEX 0 card will no longer offer unlimited baggage, while the Volaris INVEX and Volaris INVEX 2.0 cards will continue to provide unlimited baggage, in each case subject to the cardholder traveling and paying 100% of the reservation with the credit card. Pricing and Yield Management Our emphasis on keeping our operating costs low has allowed us to set low base fares and increase ancillary revenues while achieving and maintaining profitability. We have designed our fare structure to balance our load factors and yields in a way that we believe will generate the highest revenue per block hour on our flights. Most of our seats are sold in the low and mid-fare ranges. Except for special offers and promotions, we do not have advanced purchase restrictions, minimum stays, or any other fare restrictions, such as required Saturday night stays. For some of our flights, we set very low discounted base fares based on fares charged by bus lines for travel to the same destinations, aiming to expand our customer base by adding customers who have previously used other forms of transportation. Our base fare (“zero”) includes access to a v.club membership and one personal item for domestic and international flights. Our customers may purchase additional products and services for a fee by choosing another type of fare (“basic” or “plus”) or by customizing their trip with products and services directly at any time before the flight. We increase the prices of these products and services the closer the customer purchases them to the departure date as well as using dynamic pricing. Some examples of the additional products and services that our customers may purchase include higher baggage allowances, preferred seating, and food, beverages, or other products on board. All of our fares are non-refundable and subject to change fees. We use yield management in an effort to maximize revenues per flight, which is also linked to our route and schedule planning and sales and distribution methods. Yield management is an integrated set of business procedures, mathematical models, and historical trends that allows us to understand markets, anticipate customer behavior and respond quickly to opportunities. The number of seats we offer at each fare class in each market is based on a continuous process of analysis and forecasting. Past booking history, seasonality, the effects of competition and current booking trends are used to forecast demand. Current fares and knowledge of upcoming events at destinations we serve that we believe will affect traffic volumes are also included in our forecasting model to arrive at an optimal seat allocation for our fares on specific routes. We use a combination of approaches, taking into account yields and flight load factors, depending on the characteristics of the markets served, to design a strategy to achieve the best possible TRASM by balancing the average fare charged and ancillary services sold against the corresponding effect on our load factors. 74 Table of Contents Customer Service We are committed to providing our customers with value for their money and reliable, on-time performance. We believe that our low fares initially attract customers, and our service strengthens customer loyalty and enhances our brand recognition through word-of-mouth as our customers tell others about their experience. We hire employees who we believe will treat customers in a courteous and friendly manner and emphasize customer service during their training and as part of our company culture. We call our employees ambassadors. We also focus on other details that can improve the travel experience, including on-line check-in, seat assignment options, e-ticket travel, single-class seating, and modern aircraft. We provide personalized in-cabin support for customers who need it and the option of special assistance for unaccompanied minors and seniors. We believe our customer relationship management has been a key element of our success. We are committed to compensating our employees based on their performance and rewarding them for their contribution to our success instead of seniority. We base part of our employee compensation on customer service, which is measured through a net promoter score obtained from customer interviews. In 2025, we conducted Net Promoter Score (NPS) surveys during the year with an average of 42,529 monthly responses; as we expand our operations, this number is likely to increase. We understand that efficient and punctual operations are important to our customers, and we intend to continue to excel in operational performance. The following table sets forth certain performance-related customer service measures for the years ended 2023, 2024, and 2025: 2023 2024 2025 On-time performance(1) 76.9% 83.6% 80.2% Schedule completion (2) 99.1% 99.2% 99.4% Mishandled baggage(3) 0.7 0.7 0.8 (1) Percentage of our scheduled flights that were operated by us and that arrived on time (within 15 minutes of the scheduled arrival time). (2) Percentage of our scheduled flights that were operated by us, whether or not delayed (i.e., not cancelled). (3) Our incidence of delayed, mishandled or lost baggage per 1,000 passengers. Competition The airline industry is highly competitive. The principal competitive factors in the airline industry are fare pricing, total price (including ancillary services), flight schedules, aircraft type, passenger amenities, number of routes served from a city, customer service, safety record and reputation, code sharing relationships, and frequent flier programs and redemption opportunities. Our current and potential competitors include traditional legacy airlines, low-cost carriers, regional airlines and new entrant airlines. Some of our current or future competitors may have greater liquidity, access to capital and serve more routes than we do. Our main competitive advantages are our low base fares and our focus on VFR travelers, leisure travelers and cost-conscious business travelers. These low base fares are facilitated by our low CASM, which is the lowest among the other Latin American publicly traded airlines. In 2025, our CASM was U.S. 8.04 cents, compared to an average non-stage length adjusted CASM of U.S. 11.12 cents for the other Latin American publicly traded airlines, including Aeroméxico, Copa, and LATAM. We also have lower costs than our U.S.-based publicly traded target market competitors, including Alaska, Allegiant, American, Delta, Frontier, JetBlue, Southwest, and United, which had an average non-stage-length adjusted CASM of U.S. 16.77 cents in 2025. Our main competitors in Mexico are Grupo Aeroméxico and Aeroenlaces Nacionales. Internationally, we compete with Grupo Aeroméxico, Aeroenlaces Nacionales and many U.S.-based carriers, including Alaska, American, Delta and United. In the Mexico - Central America market, our main competitors are Grupo Aeroméxico and Avianca, while in the Central America - U.S. market our main competitors are Avianca and Delta. In the Mexico - South America market our main competitors are Grupo Aeroméxico, Aeroenlaces Nacionales and LATAM. 75 Table of Contents In 2025, the two Mexican ultra low-cost carriers, Volaris and Aeroenlaces Nacionales, held 73.5% of the domestic market based on passenger flight segments. Volaris had 34.0% of the domestic market, according to the AFAC. As of December 31, 2025, the number of commercial aircraft in service in Mexico increased to 433, as compared to 389 as of December 31, 2024, according to AFAC. This 11% increase was comprised mainly of narrow body aircraft, including 64 Airbus A320neos, 100 Airbus A320s, 44 Boeing 737s, 48 Airbus A321neos and 21 Airbus A321s. As of December 31, 2025, AFAC reports indicate that Grupo Aeroméxico’s subsidiaries Aeroméxico and Aeroméxico Connect, had fleets of 132 and 34 aircraft, respectively, as compared to 114 and 37, respectively, as of December 31, 2024. In April 2023, Interjet declared bankruptcy in Mexico. Aeroenlaces Nacionales, our largest competitor by domestic market share in 2025, increased its fleet from 96 as of December 31, 2024 to 101 as of December 31, 2025, according to AFAC. As of 2025, our international market share considering all airlines flying internationally to and from Mexico, increased 0.4pp to 11.8%, compared to our market share as of December 2024. Fleet Since we began operations in March 2006, we have increased our fleet from four to 155 aircraft as of December 31, 2025, of which 151 are leased, two are held under financing agreements and two are owned. As of December 31, 2025, we flew only Airbus A320 family aircraft, which provides us with significant operational and cost advantages compared to airlines that operate multiple fleet types. The Airbus A320 family is based on a common aircraft type with the same cabin cross-section, and virtually the same systems, cockpit controls, operating and maintenance procedures, and pilot type rating. The Airbus A320 family aircraft are fuel efficient and allow flight crews to be interchangeable across all of our aircraft while decreasing training, maintenance, spare parts inventory and other operational costs. Due to the commonality among the Airbus A320 family, we can retain the benefits of a fleet comprised of a single type of aircraft while still having the flexibility to match the capacity and range of the aircraft to the demands of each of our routes. In December 2017, we entered into an agreement with Airbus to purchase 80 aircraft (46 A320neo and 34 A321neo), which Airbus committed to deliver between 2022 and 2026. Under such agreement, we agreed to make pre-delivery payments, which shall be calculated based on the reference price of each aircraft following a formula established for such purpose in the agreement. In 2020, we amended the agreement with Airbus to reschedule the delivery of 98 aircraft from the order placed in December 2017 and the previous order between 2020 and 2028. In November 2021, we entered into a new amendment to the agreement with Airbus to purchase 39 additional A320neo family aircraft which Airbus committed to deliver between 2023 and 2029. The new order includes 39 A321neo. Under such agreement, we agreed to make pre-delivery payments, which shall be calculated based on the reference price of each aircraft following a formula established for such purpose in the agreement. In connection with this amendment, we also exercised our right to convert 20 A320neo aircraft into A321neo aircraft, four of which have been delivered as of the date of this annual report. In October 2022, we entered into a new amendment to the agreement with Airbus to purchase 25 additional A320neo family aircraft which Airbus committed to deliver in 2030. The new order includes 25 A321neo. Under such agreement, we agreed to make pre-delivery payments, which shall be calculated based on the reference price of each aircraft following a formula established for such purpose in the agreement. In November 2024, we entered into an amendment agreement with Airbus to the existing purchase agreement to reschedule the deliveries for the 131 pending aircraft to be delivered between 2025 and 2031. On February 24, 2026, the Company entered into an amendment to the existing purchase agreement with Airbus to reschedule 10 of the pending aircraft delivering in 2027 and 2028 to 2032. 76 Table of Contents As of December 31, 2025, our fleet of 155 Airbus narrow-body aircraft consisted of 107 A320s (64 of them are NEO) and 48 A321s (38 of them are NEO). We have a young fleet with the average age of 6.6 years as of December 31, 2025, compared to an average of 8.6 years for the other Mexican airlines according to the AFAC. A young fleet leads to better performance reliability, greater fuel efficiency and lower maintenance costs. Consistent with our ULCC business model, each of our aircraft is configured with a single-class high density seating configuration. Our Airbus A320s accommodate up to 186 passengers and our Airbus A321s accommodate up to 239 passengers. Each of our Airbus A320 family aircraft is equipped with IAE or P&W engines. We have taken delivery of 49 spare engines (14 of them leased, 33 under financing and two owned) for service replacement and for periodic rotation through our fleet. The following table shows the historical development of our fleet from 2009 through December 31, 2025: Fleet additions (Returns) 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 A319 — 5 — — (4) (2) — (3) (3) (4) — (2) — (2) (1) — (3) A320 — — 8 7 7 8 4 8 5 6 3 6 15 9 3 6 10 A321 — — — — — — 2 8 — 4 2 — — 9 10 8 5 Total fleet 21 26 34 41 44 50 56 69 71 77 82 86 101 117 129 143 155 As of December 31, 2025, we have financed the acquisition of our aircraft through a combination of pre-delivery payment financing (including: (i) a line of credit with Santander and Bancomext under which we act as a guarantor; (ii) financing provided by certain lessors in respect of 3 aircraft to be delivered in 2026; and (iii) a PDP financing facility with Carlyle Aviation Management (through its vehicle Runway Eleven Lender LLC) under which we act as guarantor), purchase, sale and leaseback transactions, finance lease and direct lease agreements, all of which meet the conditions for consideration as operating leases. With respect to purchases, sale and leaseback transactions, we have entered into agreements to purchase aircraft from Airbus, which are sold to lessors and simultaneously leased back through leaseback agreements. We have obtained financing for the pre-delivery payments of all the aircraft to be delivered through the first half of 2028. As of December 31, 2025, we had 151 aircraft leased pursuant to long-term lease agreements for an average term of 12 years and 2 aircraft leased pursuant to finance lease agreements for an average term of 3 years. The operating leases for these aircraft expire between 2026 and 2037. We make monthly lease payments and are not required to make termination payments at the end of the lease unless there is an event of default or total loss of the aircraft. Our aircraft leases provide fixed lease payments. We are required to make certain non-refundable monthly maintenance payments and to return the aircraft in the agreed upon condition at the end of the lease term. We are responsible for the maintenance, servicing, insurance, repair and overhaul of the aircraft during the term of the lease. The current purchase agreement with Airbus requires us to accept delivery of 118 Airbus A320 family aircraft in the next seven years (from January 2026 to December 2032). The contractual agreement provides for the addition of 118 aircraft to our fleet as follows: 12 in 2026, 0 in 2027, 16 in 2028, 22 in 2029, 30 in 2030, 28 in 2031 and 10 in 2032. As of the date of this annual report, Airbus continues reviewing its delivery schedules in light of supply chain disruptions and production line slowdowns. Since the COVID-19 pandemic outbreak, and further since the war conflicts in Europe and Middle East, Airbus has notified us of the delay of several aircraft deliveries. Airbus has notified us of possible further delays for the following years. The basic price for each of the firm-order aircraft to be delivered pursuant to our contracts may be adjusted for changes in economic conditions as published by the United States Department of Labor. We must make pre-delivery payments at specific dates prior to the scheduled delivery. The purchase agreement with Airbus does not include the option to have fewer aircraft delivered. Additionally, during December 2017, we entered into an agreement with Airbus to purchase 80 aircraft, which Airbus committed to deliver between 2022 and 2026. The new order includes 46 A320neo and 34 A321neo. Under such agreement, we agreed to make pre-delivery payments, which shall be calculated based on the reference price of each aircraft following a formula established for such purpose in the agreement. In November 2018, we amended the agreement with Airbus to reschedule the remaining 26 aircraft deliveries between 2019 and 2022. During 2020, we amended the agreement with Airbus to reschedule 98 aircraft, both from this new 80 aircraft order and the previous order, between 2020 and 2028. In November 2021 we entered into a new amendment to the referred agreement to purchase 39 additional aircraft which Airbus committed to deliver between 2023 and 2029. Additionally, we exercised our right under the agreement with Airbus to convert 20 A320neo aircraft into A321neo aircraft, four of which have been delivered as of the date of this annual report. In November 2022, we entered into a new amendment to the referred agreement to purchase 25 additional aircraft, which Airbus committed to deliver in 2030. In November 2024, the Company entered into an amendment agreement with Airbus to the existing purchase agreement to reschedule the deliveries for the 131 pending aircraft between 2025 and 2031. Finally, on February 24, 2026, the Company entered into an amendment to the existing purchase agreement with Airbus to reschedule 10 of the pending aircraft delivering in 2027 and 2028 to 2032. 77 Table of Contents Additionally, as of the date of this annual report, we have 28 A320 aircraft returns in the next three years. We also have five A321 aircraft returns in the next three years. However, if necessary, we believe we can negotiate extensions under our lease agreements as we have done in the past, which increases our fleet flexibility. In addition, in the past we have been able to lease aircraft from lessors and expect to have flexibility to do so again in the future. For more information on the risks related to our lease agreements, see Item 3: “Key Information—Risk Factors—A failure to comply with covenants contained in our aircraft or engine lease agreements, or the occurrence of an event of default thereunder, could have a negative impact on us and our financial condition and results of operations.” Maintenance We have mandated and approved maintenance programs required by the applicable civil aviation authorities, administered by our maintenance engineering and planning departments. Our maintenance technicians undergo extensive initial and ongoing training (as applicable by the aviation regulations) to ensure the safety of our operations. Line maintenance is performed by Volaris qualified technicians, under Volaris repair station certificates issued by the FAA (USA) and AFAC (México) and by maintenance providers that hold the necessary certifications. Aircraft maintenance and repair consist of routine and non-routine tasks and are mainly divided into three general categories: routine maintenance, major maintenance and component checks. Routine line maintenance requirements consist of scheduled maintenance checks on our aircraft, including pre-flight, daily, weekly, checks, any diagnostics and routine repairs and any unscheduled tasks that are performed as required. Routine line maintenance events are normally performed by in-house trained mechanics and are primarily completed at the main airports we currently serve, supported by sub-contracted companies. Routine line maintenance also includes scheduled tasks that can typically take from six to 15 days to accomplish and are required between every 24 or 36 months, as applicable, such as 24-month checks and “C checks”. Major maintenance consists of a series of more complex tasks, including structural checks of the airframe. Due to our fleet size and projected fleet growth, we have outsourced all of our major maintenance, such as engine servicing and major part repairs, as we consider it as more cost efficient. We have entered into a long-term flight hour agreement with IAE and P&W for our engine overhaul services and LHT on a power-by-hour basis for component services. We hold a contract with LHT for certain technical services and Aeroman for our heavy airframe maintenance. Aeroman is a FAA (USA) and AFAC (México)-certified maintenance provider. Safety We are committed to the safety and security of our passengers and employees. Some of the safety and security measures we have taken include (i) aircraft security and surveillance, (ii) positive bag matching procedures, (iii) enhanced passenger and baggage screening and search procedures, and (iv) secured cockpit doors. We strive to comply with or exceed health and safety regulation standards. In pursuing these goals, we maintain an active aviation safety program and all of our personnel are expected to participate in the program and take an active role in the identification, reduction and elimination of hazards. Our ongoing focus on safety relies on training our employees to use the proper safety equipment and take the proper safety measures by providing them with the tools and equipment they require to perform their job functions in a safe and efficient manner. Safety in the workplace targets several areas of our operation including flight operations, maintenance, in-flight, dispatch and station operations. We have received the IOSA (IATA’s Operational Safety Audit) certification. 78 Table of Contents The TSA is charged with aviation security for both airlines and airports in the United States. We maintain active, open lines of communication with the TSA at all of our locations to ensure proper standards for the security of our personnel, customers, equipment and facilities are exercised throughout our operation. In Mexico, the Mexican Civil Aeronautic Authority through the Assistant General Aviation Authority (Dirección General Adjunta de Aviación) is in charge of air traffic safety and has the authority to establish or modify the operations condition of air traffic and to coordinate and control the airports. See Item 4: “Information on the Company—History and Development of the Company.” Fuel Fuel is a major cost component for airlines and is our largest operating expense. Fuel accounted for 38%, 33%, and 31% of our total operating expenses in 2023, 2024, and 2025, respectively. We purchase fuel in Mexico from ASA, who is also in charge of supplying it directly to our aircraft in Mexico. As established in our agreement with ASA, the fuel price is determined weekly by PEMEX and ASA based on international prices published by S&P Platt’s, the price of the services is determined by the Ministry of Finance and Public Credit, and the storage costs are determined by the Energy Regulatory Commission. Our agreement with ASA may be terminated without penalty by either party with a 30-days prior notice. We purchase our fuel outside of Mexico under fuel supply service contracts with World Fuel Services, AvFuel, Shell, BP Products North America, Chevron, Associated Energy Group, Puma Energy Group, Total Energies and Titan fuel service contracts. Historically, fuel costs have experienced substantial variances, which cannot be predicted with any degree of certainty since they are subject to many global and geopolitical factors. Fuel prices are dependent on crude oil prices, which are quoted in U.S. dollars. If the value of the U.S. dollar rises against the peso, our fuel costs, expressed in pesos, may increase even absent any increase in the U.S. dollar price of crude oil. Our fuel hedging policy allows us to enter into fuel derivative contracts to hedge against changes in fuel prices up to 18 months forward subject to certain financing controls. See Item 3: “Key Information—Risk Factors—Our fuel hedging strategy may not reduce our fuel costs. Insurance We maintain insurance policies we believe are customary in the airline industry and as required by the Mexican and U.S. aviation authorities. We maintain all insurance policies required by the aviation authorities in the markets we operate in, as well as our leasing and financing agreements. We believe that this insurance coverage is consistent with airline industry standards and appropriate to protect us from material loss in light of the activities we conduct. No assurances can be given, however, that the amount of insurance we carry will be sufficient to protect us from material losses. In connection with our operations, we carry insurance coverage against loss and damages, including those caused by war and terrorist risks or to our passengers or third-party property, for our entire fleet of aircraft, spares and equipment. We also hold non-aviation insurance coverage that includes directors’ and officers’ liability, cyber risk liability, damage to property, vehicles value and liability, life and major medical expenses insurance for our employees. Events such as conflict between Russia and Ukraine, or any future aircraft emergency, accident or similar incident even if it does not involve our airline could increase aircraft damage and liability premiums or reduce coverage scope. See Item 3: “Key Information—Risk Factors—Increases in insurance costs and/or significant reductions in coverage would harm our business, results of operations and financial condition.” Corporate Sustainability Strategy In 2025, we continue to make efforts to advance the incorporation of our corporate sustainability strategy into business practices. The strategy is comprised of three main pillars: Environmental, Social, and Economic and Governance, which aim to direct the efforts of the business toward a sustainable future growth while simultaneously creating value for our stakeholders. 79 Table of Contents The Environmental pillar aims to achieve our commitments related to emissions reduction and respond to regulatory requirements. We have taken the following initiatives, among others: · Through our Fuel Saving Program, we aim to optimize our jet fuel consumption and to reduce carbon emissions. We address this goal by acquiring the best available and cost-efficient technology as part of our fleet renewal efforts. In 2025, our fleet had an average age of 6.6 years, with 66% of our aircraft being NEO and 92% equipped with sharklets, enhancing fuel efficiency and reducing CO₂ emissions per RPK. Moreover, we implement operational initiatives such as route optimization, flight techniques, reduction of auxiliary power unit usage, and reduction of onboard weight, among others. · We also have initiatives to reduce paper and electricity consumption, reduce waste, promote recycling, and promote efforts of voluntary carbon offsetting with our customers. · In April 2023, we announced an investment agreement alongside Indigo Partners, GenZero, Cleanhill Partners, Frontier Airlines and Wizz Air, aimed at accelerating the production of sustainable aviation fuels (SAF) through CycloKinetics, Inc. (formerly CleanJoule). SAF represents a potential lower-carbon alternative to conventional jet fuel, as it may be produced from renewable sources such as waste oils, agricultural residues and non-food crops. However, SAF is currently limited by availability, cost-competitiveness and other operational constraints, and accounted for less than 1% of global commercial aviation fuel consumption. In many cases, SAF must also be blended with conventional jet fuel. We support the development of cost-efficient SAF in Mexico and collaborate with international organizations, including ICAO and IATA, through a feasibility study for its development and use in Mexico. Our ability to incorporate SAF at scale will depend on technological developments, regulatory frameworks, supply availability and economic conditions. · We manage our environmental programs through our Integrated Airline Management System, certified under ISO 14001 and ISO 9001, which supports compliance with applicable environmental regulations and contributes to the continuous improvement of our environmental performance. We are subject to regulatory requirements in Mexico, including those issued by the CNBV, requiring the identification, assessment, disclosure and external assurance of certain sustainability- and climate-related information, including related financial impacts. Compliance with these requirements may require enhancements to our data, controls and reporting processes. We also participate in industry initiatives, including the International Air Transport Association’s (IATA) Fly Net Zero initiative; however, our ability to contribute to industry decarbonization efforts will depend on technological developments, costs, regulatory frameworks and overall business and market conditions. The Social pillar focuses on our commitment to our employees, customers and the communities in which we operate. Our labor practices are designed to promote stable labor relations and employee well-being and are supported by the Volaris Culture, which includes our vision, mission, core behaviors—credibility, respect, impartiality, camaraderie, pride and sustainability—and focus areas of safety, customer service and sustained profitability. We offer a competitive benefits program that exceeds applicable legal requirements and supports the attraction, development and retention of talent. We also maintain initiatives to monitor and promote occupational health and safety, foster a workplace free of violence and harassment, support equal opportunity, and provide ongoing training to our employees. In addition, our corporate volunteer program promotes employee engagement and community involvement. We seek to maintain positive relationships with the communities we serve. Through our “Avión Ayuda Volaris” program, we use available aircraft capacity to transport, free of charge, organs and tissues for transplant, medical personnel, volunteers and humanitarian cargo, and to support communities affected by natural disasters and other emergencies through strategic alliances. We are committed to the protection of children and adolescents traveling with us from human trafficking for commercial sexual exploitation. In 2013, we became the first airline in Latin America, and the second worldwide, to adopt “The Code,” an initiative of ECPAT International. We maintain a dedicated protocol and provide ongoing training to our employees, and continue to enhance our prevention, awareness and stakeholder engagement efforts, including through our “Ojos en el Cielo” communication campaign. We also prioritize the safety, well-being and rights of our customers. We seek to comply with applicable domestic and international safety standards and maintain relevant industry certifications, including IOSA. Through our Economic and Governance pillar we developed initiatives and actions that allow us to reduce costs, optimize resources, increase operational efficiency and reliability. We also aim to lawfully engage and advocate for the creation of public policies consistent with our corporate sustainability strategy, manage our corporate reputation, and develop clear communication channels with our stakeholders. Moreover, our business values, ethics, and legality are influenced through our anti-corruption and anti-bribery practices, as well as through risk and crisis management systems, as we aim to protect information, and personal data, and transparency in all our processes. 80 Table of Contents In 2025, these efforts culminated in our current inclusion in the S&P Dow Jones Best-in-Class Index, known as the Dow Jones Sustainability Index, as one of the eight airlines included worldwide. C. Organizational Structure The following is an organizational chart showing Volaris and its subsidiaries as well as our ownership and voting percentage in each as of the date of this annual report: Volaris Opco is our airline operating subsidiary in Mexico and for international travel. Comercializadora is primarily engaged in our loyalty program, and other commercial matters including marketing and advertising. Volaris Opco, Volaris and Servicios Corporativos employ some of our employees. Servicios Corporativos renders specialized services to its affiliates. Viajes Vuela performs travel agency services. Comercializadora V. Frecuenta has not started operations and may be engaged in providing air travel-related ancillary services. These subsidiaries are incorporated in Mexico. Vuela is our operating subsidiary in Guatemala and Servicios Earhart employ some of our employees in Guatemala. Vuela, Servicios Earhart and GDS are incorporated in Guatemala. Vuela Aviación is our operating subsidiary in Costa Rica and is incorporated there. Vuela El Salvador is incorporated in El Salvador. See Exhibit 21.1 to this annual report for a complete list of our subsidiaries. 81 Table of Contents On October 5, 2021, we entered into a share transfer agreement to acquire all the capital stock of GDS through our subsidiaries Vuela and Servicios Earhart. Vuela acquired four shares that represent 80% of the subscribed and paid capital of GDS, while Servicios Earhart acquired one share that represents 20% of the subscribed and paid capital of GDS. On June 13, 2022, we increased the capital of GDS and issued 5,790 new shares, all of them acquired by our subsidiary Vuela. The current shares of Vuela represent 99.98% of the subscribed capital of GDS, while the current share of Servicios Earhart represents 0.02% of the subscribed capital of GDS. GDS holds a Certificate of Aeronautical Technical Services Operator and a Certificate / Exploitation Contract, issued by the General Directorate of Civil Aeronautics of Guatemala, which expires on July 26, 2026. Additionally, under IFRS 10 Consolidated Financial Statements, we exercise control over other trusts as described below. · Pre-delivery payments financing trusts: We have assigned our rights and obligations under our purchase agreement with Airbus with respect to certain aircraft, including our guaranteed obligation to make pre-delivery payments under such agreement to certain Mexican trusts for purposes of financing such pre-delivery payments. These trusts are as follows: % Equity interest Name Principal Activities Country 2025 Banco Multiva, S.A., Institución de Banca Múltiple, Grupo Financiero Multiva, Fidecomiso CIB/3853 (1) Pre-delivery payments financing Mexico 100.00% Banco Multiva, S.A., Institución de Banca Múltiple, Grupo Financiero Multiva, Fidecomiso CIB/3855 (1) Pre-delivery payments financing Mexico 100.00% Banco Multiva, S.A., Institución de Banca Múltiple, Grupo Financiero Multiva, Fidecomiso CIB/3866 (1) Pre-delivery payments financing Mexico 100.00% Banco Multiva, S.A., Institución de Banca Múltiple, Grupo Financiero Multiva, Fidecomiso CIB/3867 (1) Pre-delivery payments financing Mexico 100.00% Banco Multiva, S.A., Institución de Banca Múltiple, Grupo Financiero Multiva, Fidecomiso CIB/3921 (1) Pre-delivery payments financing Mexico 100.00% (1) Effective September 2, 2025, Banco Multiva S.A. Institución de Banca Múltiple, Grupo Financiero Multiva assumed all the rights and obligations of CIBanco, S.A., Institución de Banca Múltiple. · Trust for the first issuance of asset backed securities: On June 20, 2019, our subsidiary Volaris Opco issued 15,000,000 asset backed trust notes under the ticker VOLARCB 19 in the amount Ps.1.5 billion (U.S.$78.5 million, based on an exchange rate of Ps.19.10 to U.S.$1 on June 20, 2019) through Fideicomiso Irrevocable de Administración número CIB/3249 created by Volaris Opco. This issuance is part of a program approved by the Mexican Banking and Securities Commission (Comisión Nacional Bancaria y de Valores) (the “CNBV”) for an amount of up to Ps.3.0 billion (U.S.$157.1 million based on an exchange rate of Ps.19.10 to U.S.$1 on June 20, 2019). The asset backed trust notes under the ticker VOLARCB 19 were fully amortized on June 20, 2024. · Trust for the second issuance of asset backed securities: On October 13, 2021, our subsidiary Volaris Opco issued 15,000,000 asset backed trust notes under the ticker VOLARCB 21L in the amount of Ps.1.5 billion (U.S.$72.1 million, based on an exchange rate of Ps.20.80 to U.S.$1 on October 13, 2021) through Irrevocable Trust number CIB/3249 created by Volaris Opco. This issuance is part of a program approved by the CNBV for an amount of up to Ps.3.0 billion (U.S.$144.2 million, based on an exchange rate of Ps.20.80 to U.S.$1 on October 13, 2021). · Trust for the third issuance of asset backed securities: On September 28, 2023, our subsidiary Volaris Opco issued 15,000,000 asset backed trust notes under the ticker VOLARCB 23 in the amount of Ps.1.5 billion (U.S.$85.8 million, based on an exchange rate of Ps.17.47 to U.S.$1 on September 28, 2023) through Irrevocable Trust number CIB/3249 created by Volaris Opco. This issuance is part of a program approved by the CNBV for an amount of up to Ps.5.0 billion (U.S.$286.2 million, based on an exchange rate of Ps.17.47 to U.S.$1 on September 28, 2023). 82 Table of Contents % Equity Name Principal Activities Country Interest 2025 Fideicomiso Irrevocable de Administración número CIB/3249 “Administrative Trust” Asset-backed securities trustor and administrator Mexico 100.00% · Share-based payment trusts: We have formed the following share-based payment trusts: % Equity Name Principal Activities Country Interest 2025 Fideicomiso Irrevocable de Administración número F/745291 “Administrative Trust” Share administration trust Mexico 100.00% Fideicomiso de Administración número CIB/3081 “Administrative Trust” Share administration trust Mexico 100.00% · Aircraft administration trusts: We have formed the following aircraft administration trusts: % Equity Name Principal Activities Country Interest 2025 Bank of Utah, Trust N522VL Aircraft administration trust United States 100.00% Bank of Utah, Trust N508VL Aircraft administration trust United States 100.00% · Consolidation by control Name Principal Activities Country North Star Financing Limited(1) Private company limited by shares Ireland North Star Thrust DAC(2) Designated activity company Ireland (1) As of December 31, 2025, the Company does not hold any equity interest in North Star Financing Limited. However, management has determined that the Company exercises control over the entity in accordance with IFRS 10 Consolidated Financial Statements. Effective December 19, 2024, the private company limited by shares was incorporated. (2) As of December 31, 2025, the Company does not hold any equity interest in North Star Thrust DAC. However, management has concluded that the Company exercises control over the entity in accordance with IFRS 10 - Consolidated Financial Statements. North Star Thrust DAC is a designated activity company, incorporated on August 29, 2025. D. Property, Plants and Equipment We lease all of our facilities at each of the airports we serve. Our leases for our terminal passenger service facilities, which include ticket counter, gate space, operations support area and baggage service offices, generally are for terms ranging from one to three years and contain provisions for periodic adjustments of lease rates. We expect to either renew these leases or find alternative space that would permit us to continue providing our services. Under the terms of these leases, we are responsible for maintenance, insurance and other facility-related expenses and services. We have also entered into use agreements at each of the airports we serve that provide for the non-exclusive use of runways, taxiways and other facilities. Landing fees under these agreements are based on the number of landings and weight of the aircraft. In addition, we sublease a hangar facility at Tijuana airport and an additional platform through June 30, 2027 and March 8, 2033, respectively. Our primary corporate offices and headquarters are located in Mexico City at Av. Antonio Dovalí Jaime No.70, 13th Floor, Tower B, Colonia Zedec Santa Fe, Alcaldía Álvaro Obregón, México City, zip code 01210, where we lease 6,656 square meters pursuant to a lease that is expected to expire in June 2031. 83 Table of Contents