Grupo Aeromexico’s major shareholder Apollo-affiliated entities report an 18.9% stake in the company’s American Depositary Shares (ADSs). The reporting group, led by AP Aguila Holdings, Ltd., discloses beneficial ownership of 27,505,017 ADSs as of the event date.
Each ADS represents 10 common shares. AP Aguila holds 24,285,302 ADSs directly, with an additional 3,219,715 ADSs held on its behalf by Banco Actinver F/5292 Trust. Overall percentages are based on 1,459,034,090 common shares, represented by 145,903,409 ADSs, outstanding as of November 7, 2025.
The filing explains a chain of investment and management entities within Apollo that share voting and dispositive power over these ADSs, while each of Management IX, AIF IX, Apollo Management, related general partners and Messrs. Marc Rowan, James Zelter and Scott Kleinman formally disclaim beneficial ownership.
Positive
None.
Negative
None.
Insights
Apollo-linked investors report an 18.9% passive stake in Aeromexico ADSs.
The disclosure shows Apollo-affiliated entities, through AP Aguila Holdings and related vehicles, beneficially owning 27,505,017 Grupo Aeromexico ADSs, equal to 18.9% of the class. This is a sizeable minority position anchored in a structured investment and management chain.
The filing clarifies that AP Aguila directly holds most ADSs, with additional ADSs in a Banco Actinver trust that votes underlying Mexican common shares under local law limits. Various Apollo management entities share voting and dispositive power but explicitly disclaim beneficial ownership.
The ownership percentage is calculated against 1,459,034,090 common shares, represented by 145,903,409 ADSs, outstanding as of November 7, 2025. As a Schedule 13G, it is framed as a passive ownership disclosure rather than an activist or control-focused filing, so implications depend on future company and shareholder actions.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
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)
12/31/2025
(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)
SCHEDULE 13G
CUSIP No.
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 No.
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 No.
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 No.
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 No.
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 No.
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 No.
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 November 7, 2025, after giving effect to the global offering and private placement disclosed in the Issuer's Prospectus filed on November 7, 2025.
(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.
What stake in Grupo Aeromexico (AERO) do Apollo-affiliated entities report?
Apollo-affiliated entities report beneficial ownership of 27,505,017 American Depositary Shares (ADSs), representing 18.9% of Grupo Aeromexico’s ADSs. The percentage is based on 1,459,034,090 common shares, or 145,903,409 ADSs, outstanding as of November 7, 2025.
Which Apollo-related entity directly holds Grupo Aeromexico (AERO) ADSs?
AP Aguila Holdings, Ltd. directly holds 24,285,302 ADSs of Grupo Aeromexico. An additional 3,219,715 ADSs are held on its behalf by Banco Actinver F/5292 Trust, bringing the total beneficially owned ADSs reported for AP Aguila to 27,505,017.
How is the 18.9% ownership in Grupo Aeromexico (AERO) calculated?
The 18.9% ownership is calculated using 1,459,034,090 common shares, represented by 145,903,409 ADSs, outstanding as of November 7, 2025. The Apollo-affiliated group reports beneficial ownership of 27,505,017 ADSs relative to that total outstanding base.
Do Apollo management entities claim full beneficial ownership of Grupo Aeromexico (AERO) ADSs?
The filing states Apollo management entities and certain individuals disclaim beneficial ownership of the ADSs. They are listed due to their positions in the investment and management chain but specify that the report should not be construed as an admission of beneficial ownership for Section 13 purposes.
Who votes the Grupo Aeromexico (AERO) shares underlying the ADSs held for AP Aguila?
The underlying common shares for AP Aguila’s ADSs are voted by Banco Actinver F/5292 Trust. Voting is carried out under the trust agreement and in line with Mexican law, including the Mexican General Law of Credit Instruments and Transactions and applicable central bank regulations.
What are the key entities in the Apollo structure holding Grupo Aeromexico (AERO) ADSs?
Key entities include AP Aguila Holdings, Ltd., Apollo Management IX, L.P., AIF IX Management, LLC, Apollo Management, L.P., Apollo Management GP, LLC, Apollo Management Holdings, L.P., and Apollo Management Holdings GP, LLC. Together, they report shared voting and dispositive power over 27,505,017 ADSs.
