Grupo Aeroméxico holders approve up to $100M buyback
Any unused authorization may carry into 2027, while purchases remain discretionary under a single non-cumulative ceiling.
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Form Type
6-K
Rhea-AI Filing Summary
Grupo Aeroméxico (AERO) shareholders approved a maximum of up to US$100,000,000.00 for the company to acquire its own shares from October 26, 2026 through and including December 31, 2026. From January 1, 2027 until the next Annual Ordinary General Shareholders’ Meeting, the maximum is limited to the unused portion. The two authorizations form one aggregate, non-cumulative limit that does not reset on January 1; the fiscal 2027 maximum is to be submitted for approval at the next annual meeting.
Purchases are discretionary and the authorization requires neither a minimum purchase nor use of the full amount. Any amount used may not exceed the company’s total balance of net profits, including retained earnings. As of October 26, 2026, the company said it held no own shares acquired pursuant to the Mexican Securities Market Law and separately held 41,629,460 unsubscribed and unpaid shares in treasury, which are not subject to preemptive subscription rights.
Filing Explained
For shares acquired under the authorization, the resolutions permit the company to hold them without reducing its capital stock and to place its own shares, or securities representing them, with investors without another shareholder-meeting or board resolution.
Key Figures
Share-acquisition authorization: Up to US$100,000,000.00
Unsubscribed and unpaid shares held in treasury: 41,629,460 shares
Fiscal 2027 share-acquisition limit: Unused portion of the US$100,000,000.00 aggregate limit
3 metrics
Share-acquisition authorization
Up to US$100,000,000.00
October 26, 2026 through December 31, 2026
Unsubscribed and unpaid shares held in treasury
41,629,460 shares
As of October 26, 2026
Fiscal 2027 share-acquisition limit
Unused portion of the US$100,000,000.00 aggregate limit
From January 1, 2027 until the next Annual Ordinary General Shareholders’ Meeting
Key Terms
preemptive subscription rights, retained earnings, shareholders’ equity, unsubscribed and unpaid shares
4 terms
preemptive subscription rights financial
"not subject to any preemptive subscription rights"
retained earnings financial
"including retained earnings"
Retained earnings are the cumulative portion of a company's profits that management keeps instead of distributing to shareholders as dividends; they appear on the balance sheet as part of owners’ value. For investors, retained earnings matter because they act like a company’s savings account—funding growth, paying down debt, or supporting future dividends—and their size and changes reveal how profitable the business has been and how management chooses to use those profits.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
Pursuant to Rule 13a-16 or 15d-16 Under the
Securities Exchange Act of 1934
For the month of October 2026
Commission File Number: 001-42931
Grupo Aeroméxico, S.A.B. de C.V.
(Name of registrant)
Aeromexico Group
(Translation of registrant’s name into English)
Avenida Paseo de la Reforma 243, 25th Floor
Col. Cuauhtémoc, Cuauhtémoc 06500
Mexico City
United Mexican States
+52 (55) 9132 4000
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
EXPLANATORY NOTE
On October 27, 2026, Grupo Aeroméxico, S.A.B. de C.V. (the “Company”) issued a press release titled “Grupo Aeroméxico Reports Resolutions Approved at its Ordinary General Shareholders’ Meeting Held on October 26, 2026”. A copy of this press release is furnished with this Form 6-K as Exhibit 99.1.
EXHIBIT INDEX
| Exhibit | Description | ||||
| 99.1 | Press Release dated October 27, 2026, titled “Grupo Aeroméxico Reports Resolutions Approved at its Ordinary General Shareholders’ Meeting Held on October 26, 2026” | ||||
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Grupo Aeroméxico, S.A.B. de C.V. | ||||||||
| Date: October 27, 2026 | By: | /s/ Ernesto Gómez Pombo | ||||||
| Name: | Ernesto Gómez Pombo | |||||||
| Title: | General Counsel | |||||||
GRUPO AEROMEXICO, S.A.B. DE C.V.
(52) 55-9132-4000
aminvestorrelations@aeromexico.com
Grupo Aeroméxico Reports Resolutions Approved by its Ordinary General Shareholders’ Meeting Held on October 26, 2026
Mexico City, October 27, 2026. Grupo Aeroméxico, S.A.B. de C.V. (“Aeroméxico”) (BMV & NYSE: AERO) hereby announces that its Ordinary General Shareholders’ Meeting held on October 26, 2026, in Mexico City approved the resolutions summarized below:
Ordinary Shareholders’ Meeting
Summary of Resolutions
I.1. It was noted that, as of the date of the Meeting, the Company does not hold any of its own shares acquired pursuant to Article 56 of the Mexican Securities Market Law and that, separately, it holds in treasury 41,629,460 (forty-one million six hundred twenty-nine thousand four hundred sixty) unsubscribed and unpaid shares, which are not subject to any preemptive subscription rights.
I.2. Pursuant to Article Eleven of the Company’s bylaws and Article 56, Section IV, of the Mexican Securities Market Law, a maximum amount of up to US$100,000,000.00 (one hundred million U.S. dollars) was approved, which the Company may use to acquire its own shares from the date of the Meeting through and including December 31, 2026. From January 1, 2027 until the date of the next Annual Ordinary General Shareholders’ Meeting, the maximum amount applicable to fiscal year 2027 will be limited to the unused portion of such amount. Both authorizations constitute an aggregate limit of US$100,000,000.00 (one hundred million U.S. dollars), are not cumulative, and the amount will not reset on January 1, 2027. The maximum amount for fiscal year 2027 will be submitted for approval at the next Annual Ordinary General Shareholders’ Meeting, taking into consideration any acquisitions that may have been made using such remaining amount.
I.3. It was noted that the maximum amount authorized may not, under any circumstances, exceed the total balance of the Company’s net profits, including retained earnings, pursuant to Article 56, Section IV, of the Mexican Securities Market Law, and that any acquisitions will be charged against shareholders’ equity pursuant to Section III of such Article, such that the acquired shares may be held by the Company without reducing its capital stock.
Such amount constitutes solely a maximum limit and does not require the Company to acquire any minimum number of shares or to use all or any portion of the authorized funds. Any acquisitions may be made, from time to time and at the Company’s discretion, taking into consideration, among other factors, market conditions, capital allocation priorities, available liquidity, and applicable legal and regulatory requirements.
I.4. It was noted that, pursuant to Article 56 of the Mexican Securities Market Law, the Company’s own shares and, if applicable, the securities representing such shares may be placed with the investing public without the need for any additional resolution of the Shareholders’ Meeting or the Board of Directors, and Article 132 of the Mexican General Law of Business Corporations will not apply.
II.1. Ernesto Gómez Pombo, Daniel Martínez Martínez, Cristina Toledo Guerrero, Alejandro Sainz Orantes, Santiago Alessio Robles Seguí, Álvaro García Urquieta and José Carlos Valeriano Godínez were appointed as special delegates of the Meeting, each acting individually.
Contact:
Investor Relations aminvestorrelations@aeromexico.com
Corporate Communications amcomunicacioncorporativa@aeromexico.com
About Grupo Aeroméxico
Grupo Aeroméxico, S.A.B. de C.V. is a holding company whose subsidiaries are engaged in commercial aviation in Mexico and the promotion of passenger loyalty programs. Aeroméxico, Mexico’s global airline, has its main hub at Terminal 2 of Mexico City International Airport. Its destination network covers Mexico, the United States, Canada, Central America, South America, Asia and Europe. The Group’s current operating fleet includes Boeing 787 and 737 aircraft, as well as Embraer 190 aircraft. Aeroméxico is a founding member of SkyTeam, an alliance that has been operating for more than 25 years and offers connectivity in more than 145 countries through its 18 member airlines.
www.aeromexico.com
www.skyteam.com
Forward-Looking Statements
This press release contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act, which reflect the current views and/or expectations of the Company and its management regarding its performance, business and future events. We use words such as “believes,” “anticipates,” “plans,” “expects,” “intends,” “target,” “estimates,” “projects,” “foresees,” “guidance,” “forecast,” “outlook” and other similar expressions to identify such statements. These statements are subject to various risks, uncertainties and assumptions. Several factors could cause actual results to differ materially from the plans, objectives, expectations, estimates and intentions expressed in this press release. Such factors include, among others: external risks, safety and security concerns, health threats, accidents, global instability, security breaches, terrorism and natural disasters; economic and geopolitical conditions in Mexico and internationally, as well as their impact on customer travel behavior and fuel prices; volatility in the fuel market; the Company’s ability to meet its financial obligations, obtain financing and maintain liquidity; its ability to attract and retain key personnel, as well as the Company’s labor relations with its employees; dependence on aircraft manufacturers and other suppliers; aircraft maintenance costs and utilization; changes in airport fees; air traffic congestion; the competitive environment of the aviation industry; dependence on partnerships and alliances, as well as the challenges of entering into new partnerships and alliances; and other factors described in the “Risk Factors” section of the Company’s annual report on Form 20-F filed with the SEC on April 30, 2026, as well as in other documents filed with or furnished to the SEC. Forward-looking statements are based on information available at the time they are made and on management’s good-faith belief regarding future events. The Company undertakes no obligation to update or revise any forward-looking statements, except as required by applicable law. The Company also undertakes no obligation to inform the market, through official announcements, of future purchases of shares by its directors and officers, except as required by applicable law.