Grupo Aeromexico ownership update: affiliated Apollo entities report beneficial ownership of 27,505,017 ADSs, where each ADS represents 10 common shares. These holdings represent 18.9% of the class based on 145,903,409 ADSs outstanding as of April 15, 2026. The filing states certain voting limits under Mexican law and organizational documents and notes that several reporting persons disclaim beneficial ownership.
Positive
None.
Negative
None.
Insights
Large passive stake disclosed with shared voting/dispositive power.
The disclosure lists 27,505,017 ADSs held across affiliated entities, representing 18.9% of the ADS class as of April 15, 2026. The position is reported as shared voting and shared dispositive power rather than sole control.
Voting limits under Mexican foreign investment rules and the issuer's organizational documents are cited; subsequent filings or company disclosures could clarify how those limits affect actual voting influence.
Form 13G/A used for beneficial-ownership reporting, with standard disclaimers.
The filing is a Schedule 13G/A amendment reporting beneficial ownership by AP Aguila and related Apollo entities and includes disclaimers that certain managers disclaim beneficial ownership for Section 13 purposes.
Filing ties percentages to the Issuer's Form 20-F outstanding count; monitor for any future amendments or Form 13D that would indicate an active acquisition strategy.
Key Figures
ADS beneficially owned:27,505,017 ADSsPercentage of class:18.9%ADS outstanding:145,903,409 ADSs+2 more
5 metrics
ADS beneficially owned27,505,017 ADSsreported by Apollo-affiliated entities
Percentage of class18.9%of ADSs outstanding as of April 15, 2026
ADS outstanding145,903,409 ADSsoutstanding as of April 15, 2026 per Form 20-F
Common share equivalentEach ADS = 10 common sharesconversion stated in the filing
Common shares outstanding1,459,034,090 common sharesrepresented by 145,903,409 ADSs as of April 15, 2026
"American Depositary Shares, each representing 10 Common Shares"
Beneficial ownershipregulatory
"Amount beneficially owned: Management Holdings GP 27,505,017"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
Shared dispositive powerregulatory
"Shared Dispositive Power 27,505,017.00"
Schedule 13G/Aregulatory
"This statement is filed by (i) AP Aguila Holdings, Ltd."
A Schedule 13G/A is an amended public filing with the U.S. securities regulator that updates a previous Schedule 13G, disclosing when an individual or group holds a substantial (typically over 5%) stake in a company and is claiming a passive, non‑controlling intent. Investors monitor these updates because rising or falling holdings can signal changing confidence, potential future moves, or shifts in voting power — like watching a public ledger where large shareholders quietly adjust their positions.
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What stake does Apollo report in Grupo Aeromexico (AERO)?
Apollo-affiliated entities report beneficial ownership of 27,505,017 ADSs, representing 18.9% of the ADS class. This percentage is calculated using 145,903,409 ADSs outstanding as of April 15, 2026, per the issuer's Form 20-F.
How many common shares does each ADS represent for AERO?
Each American Depositary Share represents 10 common shares of Grupo Aeromexico. The filing repeats this conversion when describing the ADS holdings and their common-share equivalent.
Do the Apollo reporting persons claim sole voting control of the ADSs?
No. The filing shows 0 sole voting power and reports shared voting power of 27,505,017 ADSs for the Apollo entities, indicating collective, not sole, voting authority.
What outstanding share counts does the filing use to compute the percentage?
The percentages are based on 1,459,034,090 common shares, represented by 145,903,409 ADSs outstanding as of April 15, 2026, as reported in the issuer's Annual Report on Form 20-F filed April 30, 2026.
Are there any voting limitations on the ADSs held by AP Aguila?
Yes. The filing states the ADSs and underlying common shares held by AP Aguila are subject to voting limits under the Mexican Foreign Investment Law and the issuer's organizational documents.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
Grupo Aeromexico, S.A.B. de C.V.
(Name of Issuer)
American Depositary Shares, each representing 10 Common Shares, no par value
(Title of Class of Securities)
40054J109
(CUSIP Number)
03/31/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
40054J109
1
Names of Reporting Persons
Apollo Management Holdings GP, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
27,505,017.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
27,505,017.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
27,505,017.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
18.9 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP Number(s):
40054J109
1
Names of Reporting Persons
AP Aguila Holdings, Ltd.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED KINGDOM
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
27,505,017.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
27,505,017.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
27,505,017.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
18.9 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP Number(s):
40054J109
1
Names of Reporting Persons
Apollo Management IX, L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
27,505,017.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
27,505,017.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
27,505,017.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
18.9 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP Number(s):
40054J109
1
Names of Reporting Persons
AIF IX Management, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
27,505,017.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
27,505,017.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
27,505,017.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
18.9 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP Number(s):
40054J109
1
Names of Reporting Persons
Apollo Management, L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
27,505,017.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
27,505,017.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
27,505,017.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
18.9 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP Number(s):
40054J109
1
Names of Reporting Persons
Apollo Management GP, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
27,505,017.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
27,505,017.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
27,505,017.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
18.9 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP Number(s):
40054J109
1
Names of Reporting Persons
Apollo Management Holdings, L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
27,505,017.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
27,505,017.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
27,505,017.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
18.9 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Grupo Aeromexico, S.A.B. de C.V.
(b)
Address of issuer's principal executive offices:
Avenida Paseo de la Reforma 243, 25th Floor Col. Renacimiento, Cuauhtemoc 06500 Mexico City, O5, 06500
Item 2.
(a)
Name of person filing:
This statement is filed by (i) AP Aguila Holdings, Ltd. ("AP Aguila"); (ii) Apollo Management IX, L.P. ("Management IX"); (iii) AIF IX Management, LLC ("AIF IX"); (iv) Apollo Management, L.P. ("Apollo Management"); (v) Apollo Management GP, LLC ("Management GP"); (vi) Apollo Management Holdings, L.P. ("Management Holdings LP"); and (vii) Apollo Management Holdings GP, LLC ("Management Holdings GP"). The foregoing are collectively referred to herein as the "Reporting Persons."
AP Aguila directly holds 24,285,302 American Depositary Shares of the Issuer ("ADSs"). Banco Actinver, Institucion de Banca Multiple, Grupo Financiero Actinver, a Mexican bank ("Banco Actinver F/5292 Trust") holds 3,219,715 ADSs on behalf of AP Aguila. Banco Actinver F/5292 Trust is the trustee under the trust agreement No. F/5292, among Banco Actinver F/5292 Trust, as trustee, Banco Nacional de Mexico, S.A, Banamex Fiduciary Division, acting as trustee of the trust agreement No. F/17937-8 and AP Aguila, as settlors and beneficiaries.
Management IX is the investment manager of AP Aguila. AIF IX is the general partner of Management IX. Apollo Management is the sole member of AIF IX. Management GP is the general partner of Apollo Management. Management Holdings LP is the sole member and manager of Management GP. Management Holdings GP is the general partner of Management Holdings LP.
(b)
Address or principal business office or, if none, residence:
The principal office of AP Aguila is 1 Soho Place, London W1D 3BG, United Kingdom. The principal office of each of Management IX, AIF IX, Apollo Management, Management GP, Management Holdings LP and Management Holdings GP is 9 W. 57th Street, 41st Floor, New York, New York 10019.
(c)
Citizenship:
AP Aguila is a United Kingdom private limited company. Management IX, Apollo Management, and Management Holdings LP are each a Delaware limited partnership. AIF IX, Management GP, and Management Holdings GP are each a Delaware limited liability company.
(d)
Title of class of securities:
American Depositary Shares, each representing 10 Common Shares, no par value
(e)
CUSIP No.:
40054J109
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
Management Holdings GP 27,505,017
AP Aguila 27,505,017
Management IX 27,505,017
AIF IX 27,505,017
Apollo Management 27,505,017
Management GP 27,505,017
Management Holdings LP 27,505,017
The reporting persons beneficially own ADSs. Each ADS represents 10 common shares, no par value per share, of the Issuer (the "Common Shares").
The ADSs and underlying Common Shares held by AP Aguila are subject to certain voting limits established in the Mexican Foreign Investment Law and the Issuer's organizational documents. Banco Actinver F/5292 Trust votes the Common Shares in accordance with the terms of the trust agreement, subject to its responsibilities as trustee under the Mexican General Law of Credit Instruments and Transactions (Ley General de Titulos y Operaciones de Credito) and Regulation 1/2005 (Circular 1/2005) issued by the Mexican Central Bank.
Management IX, AIF IX, Apollo Management, Management GP, Management Holdings LP, Management Holdings GP, and Messrs. Marc Rowan, James Zelter and Scott Kleinman, the managers of Management Holdings GP each disclaim beneficial ownership of all American Depositary Shares included in this report, and the filing of this report shall not be construed as an admission that any such person or entity is the beneficial owner of any such securities for purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended, or for any other purpose.
(b)
Percent of class:
Management Holdings GP 18.9%
AP Aguila 18.9%
Management IX 18.9%
AIF IX 18.9%
Apollo Management 18.9%
Management GP 18.9%
Management Holdings LP 18.9%
The percentages are based on 1,459,034,090 Common Shares, represented by 145,903,409 ADSs, outstanding as of April 15, 2026, as reported in the Issuer's Annual Report on Form 20-F filed on April 30, 2026.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
0 for all Reporting Persons
(ii) Shared power to vote or to direct the vote:
Management Holdings GP 27,505,017
AP Aguila 27,505,017
Management IX 27,505,017
AIF IX 27,505,017
Apollo Management 27,505,017
Management GP 27,505,017
Management Holdings LP 27,505,017
(iii) Sole power to dispose or to direct the disposition of:
0 for all Reporting Persons
(iv) Shared power to dispose or to direct the disposition of:
Management Holdings GP 27,505,017
AP Aguila 27,505,017
Management IX 27,505,017
AIF IX 27,505,017
Apollo Management 27,505,017
Management GP 27,505,017
Management Holdings LP 27,505,017
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
Not Applicable
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
