Grupo Aeromexico, S.A.B. de C.V. has a large institutional holder group led by AP Aguila Holdings, Ltd. and affiliated Apollo entities reporting 27,505,017 American Depositary Shares (ADSs), each ADS representing 10 common shares. This position represents 18.9% of the ADS class, based on 145,903,409 ADSs (1,459,034,090 common shares) outstanding as of April 15, 2026. AP Aguila directly holds 24,285,302 ADSs, with a further 3,219,715 ADSs held on its behalf in the Banco Actinver F/5292 trust. All reporting persons list zero sole voting or dispositive power and 27,505,017 ADSs subject to shared voting and shared dispositive power, and certain voting limits apply under Mexican foreign investment rules and related trust arrangements. Several Apollo management entities and named managers disclaim beneficial ownership of these securities.
Positive
None.
Negative
None.
Key Figures
ADSs beneficially owned:27,505,017 ADSsOwnership percentage:18.9%Common shares outstanding:1,459,034,090 common shares+4 more
7 metrics
ADSs beneficially owned27,505,017 ADSsBeneficially owned by the Apollo-related reporting persons
Ownership percentage18.9%Percentage of ADS class reported by each Apollo-related reporting person
Common shares outstanding1,459,034,090 common sharesRepresented by 145,903,409 ADSs outstanding as of April 15, 2026
ADSs outstanding145,903,409 ADSsOutstanding as of April 15, 2026 per Form 20-F
AP Aguila direct ADSs24,285,302 ADSsDirectly held by AP Aguila Holdings, Ltd.
ADSs in Banco Actinver F/5292 trust3,219,715 ADSsHeld on behalf of AP Aguila by Banco Actinver F/5292 Trust
ADS-to-share ratio1 ADS = 10 common sharesEach ADS represents 10 common shares, no par value
Key Terms
American Depositary Shares, beneficial ownership, Mexican Foreign Investment Law, Ley General de Titulos y Operaciones de Credito, +1 more
5 terms
American Depositary Sharesfinancial
"American Depositary Shares, each representing 10 Common Shares, no par value"
American depositary shares (ADSs) are a way for investors in the United States to buy shares of foreign companies without dealing with international markets directly. They represent ownership in a foreign company's stock and are traded on U.S. stock exchanges, making it easier for American investors to buy, sell, and own parts of companies from around the world.
beneficial ownershipfinancial
"Management IX, AIF IX, Apollo Management ... each disclaim beneficial ownership of all ADSs"
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.
Mexican Foreign Investment Lawregulatory
"subject to certain voting limits established in the Mexican Foreign Investment Law"
Ley General de Titulos y Operaciones de Creditoregulatory
"subject to its responsibilities as trustee under the Mexican General Law of Credit Instruments and Transactions (Ley General de Titulos y Operaciones de Credito)"
Regulation 1/2005 (Circular 1/2005)regulatory
"and Regulation 1/2005 (Circular 1/2005) issued by the Mexican Central Bank"
FAQ
What percentage of Grupo Aeromexico (AERO) is held by the Apollo-related group?
The Apollo-related reporting group reports beneficial ownership of 18.9% of Grupo Aeromexico’s ADS class, corresponding to 27,505,017 ADSs out of 145,903,409 ADSs outstanding as of April 15, 2026.
How many Grupo Aeromexico (AERO) ADSs does AP Aguila Holdings directly and indirectly hold?
AP Aguila directly holds 24,285,302 ADSs, with an additional 3,219,715 ADSs held on its behalf by the Banco Actinver F/5292 trust, totaling the reported 27,505,017 ADSs linked to the Apollo group.
What is the structure of the Apollo entities reporting Grupo Aeromexico (AERO) holdings?
The reporting group includes AP Aguila Holdings, Ltd. and multiple Apollo-affiliated entities such as Apollo Management IX, L.P., AIF IX Management, LLC, and Apollo Management, L.P., which serve as investment manager, general partners, or upstream controlling entities.
Do the Apollo reporting persons have sole or shared voting power over Grupo Aeromexico (AERO) ADSs?
Each reporting person lists 0 ADSs with sole voting or dispositive power and 27,505,017 ADSs with shared voting and shared dispositive power, subject to Mexican law and the Banco Actinver F/5292 trust terms.
What limits apply to the Apollo group’s voting rights in Grupo Aeromexico (AERO)?
The ADSs and underlying common shares held by AP Aguila are subject to voting limits under the Mexican Foreign Investment Law and Grupo Aeromexico’s organizational documents, with voting carried out through the Banco Actinver F/5292 trust.
On what share count is the 18.9% Grupo Aeromexico (AERO) ownership calculation based?
The 18.9% figure is based on 1,459,034,090 common shares, represented by 145,903,409 ADSs, outstanding as of April 15, 2026, as reported in Grupo Aeromexico’s Form 20-F filed April 30, 2026.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)
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)
06/30/2026
(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 ("ADSs") of the Issuer. 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. Scott Kleinman, Marc Rowan and James Zelter, the managers of Management Holdings GP each disclaim beneficial ownership of all ADSs 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.
