Airlines Group plans sixth shareholder secondary share sale

Airlines Group S.A. reports that a shareholder has requested a sixth secondary sale of shares under an existing registration rights agreement.

Rhea-AI Filing Summary

Airlines Group S.A. reports that a shareholder has requested a sixth secondary sale of shares under an existing registration rights agreement. The shareholder, not the company, controls the timing and size of this potential sale and may change or withdraw it, with execution depending on market conditions.

The planned secondary sale is expected to take place in the United States and other jurisdictions outside Chile. To support this process, Airlines Group will file with the U.S. Securities and Exchange Commission a preliminary prospectus supplement to its Form F-3 and an MD&A 6-K that includes audited financial statements as of December 31, 2025 and 2024, and for the years ended 2025, 2024 and 2023.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Airlines Group S.A. (LTM) announce in this 6-K filing?

Airlines Group S.A. announced that a shareholder has requested a sixth secondary sale of shares under a registration rights agreement. The company will also file a preliminary prospectus supplement and an MD&A 6-K with audited financial statements to support this process.

Who is selling shares in the sixth secondary sale related to Airlines Group (LTM)?

The sixth secondary sale involves a Selling Shareholder, not Airlines Group S.A. itself. This shareholder requested the transaction under a registration rights agreement and has the authority to set the date, adjust the size, or withdraw the sale altogether.

Where will the sixth secondary share sale for Airlines Group (LTM) take place?

The company indicates that the sixth secondary sale is expected to occur only in the United States of America and other jurisdictions outside of Chile. This follows the pattern of previous secondary sales conducted under the same registration rights agreement.

What SEC documents will Airlines Group S.A. (LTM) file in connection with this secondary sale?

Airlines Group S.A. will file a preliminary prospectus supplement to its Form F-3 filed on July 18, 2024 and an MD&A 6-K. The MD&A 6-K will include audited financial statements and an independent auditor’s report.

Which financial periods do the new audited statements for Airlines Group (LTM) cover?

The MD&A 6-K will include audited financial statements as of December 31, 2025 and 2024, and for each of the years ended December 31, 2025, 2024, and 2023. An independent auditor’s report will accompany these statements.

Does the Airlines Group (LTM) announcement constitute an offer to sell securities in the United States?

No. The company explicitly states the announcement does not constitute an offer to sell or a solicitation of an offer to buy securities in the United States. Any actual sale must follow U.S. Securities Act registration and prospectus requirements.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 02/09/2026 - 04:25 PM Learn about SEC filing dates

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

February 2026

Commission File Number 1-14728

_________________________________________________________________

LATAM Airlines Group S.A.

(Translation of Registrant’s Name Into English)

_________________________________________________________________

Presidente Riesco 5711, 20th floor

Las Condes

Santiago, Chile

(Address of principal executive offices)

_________________________________________________________________

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F x Form 40-F o

LATAM AIRLINES GROUP S.A.

The following exhibit is attached:

EXHIBIT NO.						DESCRIPTION
99.1						Material Fact

SIGNATURES

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.

Date: February 9, 2026			LATAM AIRLINES GROUP S.A.
			By:			/s/ Ricardo Bottas Dourado
			Name:			Ricardo Bottas Dourado
			Title:			Chief Financial Officer

MATERIAL FACT

LATAM AIRLINES GROUP S.A.

Issuer of securities registered in the Securities Registry

Santiago, February 9, 2026

Mrs.

Solange Berstein Jáuregui

President

Commission for the Financial Market

Av. Libertador Bernardo O´Higgins 1449

Santiago

Ref.: Communicate MATERIAL FACT

__________________________

Dear Sir/Madam:

In accordance with the provisions of Article 9 and the second paragraph of Article 10 of Law No. 18,045, and the provisions of General Standard No. 30, duly authorized by the Board of Directors, I inform the Commission for the Financial Market (the “Commission”), as a MATERIAL FACT of LATAM Airlines Group S.A. (the “Company”), the following:

1. As of this date, the Company has received from a shareholder (the “Selling Shareholder”), a request to proceed with a sixth secondary sale of shares (the “Sixth Secondary Sale”) under the registration rights agreement (the “RRA”, by its name in English, Registration Rights Agreement) which, if successful, will be guaranteed by a firm commitment of underwriting. The implementation of such secondary sale is subject to certain variables, including market conditions.

This request meets the RRA requirements to proceed.

2. It should be noted that, under the terms of the RRA, the Selling Shareholder has the authority to determine the date on which the Sixth Secondary Sale will occur under the RRA and is even empowered to withdraw or modify its size. Therefore, the Company is not yet certain as to the date on which said secondary sale may take place.

3. As was the case with the previous secondary sales under the RRA, this Sixth Secondary Sale is expected to occur only in the United States of America and other jurisdictions outside of Chile.

4. On this date the Company will file with the Securities and Exchange Commission of the United States of America, including, inter alia, a preliminary prospectus supplement to Form F-3 filed on July 18, 2024 and a MD&A 6-K, which includes the Company’s audited financial statements as of December 31, 2025 and 2024 and, for each of the years ended December 31, 2025, 2024 and 2023, together with the independent auditor’s report. The

foregoing is in compliance with the Company’s obligations under the RRA to cooperate with the Selling Shareholder and applicable United States regulations.

As required by Rule 135e of the Securities Act of the United States of America of 1933, as amended (the “Securities Law of the United States of America”), this announcement does not constitute an offer to sell or a solicitation of an offer to buy any securities in the United States, and securities may not be offered or sold in the United States absent registration or an exemption from registration. Any offer, solicitation or offer to buy, or any sale of securities, including a potential secondary sale, will be made pursuant to the registration and prospectus requirements of the United States Securities Act.

Sincerely,

Ricardo Bottas Dourado Dos Santos

Chief Financial Officer

LATAM Airlines Group S.A..

c.c.:

Santiago Stock Exchange, Stock Exchange.

Chilean Electronic Stock Exchange, Stock Exchange

Filing Exhibits & Attachments

1 document

Press Releases

• EX-99.1 EX-99.1 9.8 KB