Pacific Airport Group (PAC) director reshapes Series B and BB holdings in merger

Rhea-AI Filing Summary

Pacific Airport Group director Juan Ignacio Gallardo Thurlow reported an internal restructuring of his holdings tied to the company’s merger. In connection with the Merger under the April 30, 2026 Merger Agreement, he received 23,206,837 Series B shares and 12,631,936 Series BB shares for no cash consideration in exchange for his shares in PAL Aeropuertos.

At the same time, 21,628,281 Series B shares and 75,791,619 Series BB shares that were held indirectly through Aeropuertos Mexicanos del Pacifico (AMP) were cancelled pursuant to the Merger Agreement. After these transactions, he holds 23,809,569 Series B shares and 12,631,936 Series BB shares directly, with no remaining AMP-held shares reported. The filing reflects ownership changes from the merger rather than open-market buying or selling.

Insights

Equity ownership & governance analyst

Restructuring of PAC director’s stake driven by merger mechanics.

The Form 4 shows Juan Ignacio Gallardo Thurlow, a director of Pacific Airport Group, restructuring his equity exposure through the company’s merger. He receives merger consideration of 23,206,837 Series B and 12,631,936 Series BB shares for no cash, replacing prior interests held via PAL Aeropuertos.

Simultaneously, 21,628,281 Series B and 75,791,619 Series BB shares previously held indirectly through AMP are cancelled under the Merger Agreement. Overall, this is classified as “other” (code J) restructuring, not open-market trading, and leaves him with 23,809,569 Series B and 12,631,936 Series BB shares directly. It primarily updates how his stake is structured following the merger.

The informational value is about post-merger governance and alignment rather than trading sentiment. Subsequent company filings may further detail how these Series BB shares, which are convertible into Series B with no expiration date, fit into the issuer’s long-term capital structure.

Insider Trade Summary

4 transactions reported

Mixed 4 txns

Insider Gallardo Thurlow Juan Ignacio

Role null

Type	Security	Shares	Price	Value
Other	Series BB Shares	12,631,936	$0.00	--
Other	Series BB Shares	75,791,619	$0.00	--
Other	Series B shares	23,206,837	$0.00	--
Other	Series B shares	21,628,281	$0.00	--

Holdings After Transaction: Series BB Shares — 12,631,936 shares (Direct, null); Series BB Shares — 0 shares (Indirect, By AMP); Series B shares — 23,809,569 shares (Direct, null); Series B shares — 0 shares (Indirect, By AMP)

Footnotes (1)

1. On May 6, 2026, Grupo Aeroportuario del Pacifico, S.A.B. de C.V., (the "Issuer"), and certain other parties entered into a merger agreement, dated April 30, 2026 (the "Merger Agreement", and the transactions thereunder, the "Merger"). Pursuant to the Merger, five entities merged with and into the Issuer, each such merging entity was dissolved and the Issuer remained the surviving merged company. As consideration for the Merger, the Issuer issued new Series B shares, without par value, and Series BB shares, without par value, which have the right to convert to Series B shares (subject to certain timing conditions and notice requirements pursuant to Article Six of the Issuer's Amended and Restated Bylaws), to the shareholders of the merging entities. In connection with the Merger, the reporting person received an aggregate of 23,206,837 Series B shares and 12,631,936 Series BB shares for no cash consideration, in exchange for his shares in PAL Aeropuertos, S. de R.L. de C.V. ("PAL") In connection with the consummation of the Merger, on May 6, 2026, 21,628,281 Series B shares and 75,791,619 Series BB shares held indirectly by the reporting person through Aeropuertos Mexicanos del Pacifico, S.A.P.I. de C.V. ("AMP") were cancelled and terminated pursuant to the terms of the Merger Agreement. The Series BB shares are convertible into an equal number of Series B shares at any time, at the holder's election, and have no expiration date (subject to certain timing conditions and notice requirements pursuant to Article Six of the Issuer's Amended and Restated Bylaws). These securities were owned directly by AMP, which was owned 66.6% by Controladora Mexicana de Aeropuertos, S.A. de C.V., which was owned 50% by PAL. Through his control of PAL, the reporting person may have been deemed to beneficially own the securities that were directly owned by AMP. The reporting person disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that he was the beneficial owner of such securities for purposes of Section 16(a) of the Act or for any other purpose.

Key Figures

Series B shares received: 23,206,837 shares Series BB shares received: 12,631,936 shares Series B shares cancelled at AMP: 21,628,281 shares +4 more

7 metrics

Series B shares received 23,206,837 shares Merger consideration for PAL Aeropuertos shares

Series BB shares received 12,631,936 shares Merger consideration for PAL Aeropuertos shares

Series B shares cancelled at AMP 21,628,281 shares Cancelled under Merger Agreement from AMP holdings

Series BB shares cancelled at AMP 75,791,619 shares Cancelled under Merger Agreement from AMP holdings

Series B shares held after transaction 23,809,569 shares Director’s direct Series B position following merger-related restructuring

Series BB shares held after transaction 12,631,936 shares Director’s direct Series BB position following merger-related restructuring

Restructuring share total 133,258,673 shares Total shares affected by code J restructuring transactions

Key Terms

Merger Agreement, Series BB shares, beneficial ownership, pecuniary interest

4 terms

Merger Agreement financial

"entered into a merger agreement, dated April 30, 2026 (the "Merger Agreement""

A merger agreement is a binding contract that lays out the exact terms for two companies to combine, including the price, what each side will deliver, and the conditions that must be met before the deal is completed. Investors care because it sets the timetable, payouts and risks — like a blueprint or prenup that shows whether the deal is likely to close, how ownership will change, and what could cancel or alter the payout they expect.

Series BB shares financial

"Series BB shares, without par value, which have the right to convert to Series B shares"

beneficial ownership financial

"may have been deemed to beneficially own the securities that were directly owned by AMP"

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.

pecuniary interest financial

"disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein"

Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Gallardo Thurlow Juan Ignacio

(Last) (First) (Middle)

MONTE CAUCASO 915

(Street)

MEXICO CITY 11000

(City) (State) (Zip)

MEXICO

(Country)

2. Issuer Name and Ticker or Trading Symbol
Pacific Airport Group [ PAC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol
[GAP B]

3. Date of Earliest Transaction (Month/Day/Year)
05/06/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Series B shares	05/06/2026		J(1)		23,206,837	A	(1)	23,809,569	D
Series B shares	05/06/2026		J(2)		21,628,281	D	(2)	0	I	By AMP(4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series BB Shares	(3)	05/06/2026		J(1)		12,631,936		(3)	(3)	Series B shares	12,631,936	(1)	12,631,936	D
Series BB Shares	(3)	05/06/2026		J(2)			75,791,619	(3)	(3)	Series B shares	75,791,619	(2)	0	I	By AMP(4)

Explanation of Responses:

1. On May 6, 2026, Grupo Aeroportuario del Pacifico, S.A.B. de C.V., (the "Issuer"), and certain other parties entered into a merger agreement, dated April 30, 2026 (the "Merger Agreement", and the transactions thereunder, the "Merger"). Pursuant to the Merger, five entities merged with and into the Issuer, each such merging entity was dissolved and the Issuer remained the surviving merged company. As consideration for the Merger, the Issuer issued new Series B shares, without par value, and Series BB shares, without par value, which have the right to convert to Series B shares (subject to certain timing conditions and notice requirements pursuant to Article Six of the Issuer's Amended and Restated Bylaws), to the shareholders of the merging entities. In connection with the Merger, the reporting person received an aggregate of 23,206,837 Series B shares and 12,631,936 Series BB shares for no cash consideration, in exchange for his shares in PAL Aeropuertos, S. de R.L. de C.V. ("PAL")

2. In connection with the consummation of the Merger, on May 6, 2026, 21,628,281 Series B shares and 75,791,619 Series BB shares held indirectly by the reporting person through Aeropuertos Mexicanos del Pacifico, S.A.P.I. de C.V. ("AMP") were cancelled and terminated pursuant to the terms of the Merger Agreement.

3. The Series BB shares are convertible into an equal number of Series B shares at any time, at the holder's election, and have no expiration date (subject to certain timing conditions and notice requirements pursuant to Article Six of the Issuer's Amended and Restated Bylaws).

4. These securities were owned directly by AMP, which was owned 66.6% by Controladora Mexicana de Aeropuertos, S.A. de C.V., which was owned 50% by PAL. Through his control of PAL, the reporting person may have been deemed to beneficially own the securities that were directly owned by AMP. The reporting person disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that he was the beneficial owner of such securities for purposes of Section 16(a) of the Act or for any other purpose.

	/s/ Alejandra Yazmin Soto Ayech, Attorney-in-Fact	05/12/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What did PAC director Juan Ignacio Gallardo Thurlow report in this Form 4?

He reported a restructuring of his Pacific Airport Group holdings tied to a merger. He received 23,206,837 Series B and 12,631,936 Series BB shares for no cash, replacing prior interests held through PAL Aeropuertos under the Merger Agreement.

How many Pacific Airport Group (PAC) shares were cancelled in this restructuring?

In connection with the merger, 21,628,281 Series B shares and 75,791,619 Series BB shares held indirectly through AMP were cancelled. These cancellations reflect the agreed merger terms rather than market sales, and remove those AMP-held positions from the director’s indirect exposure.

What are the director’s holdings in PAC after the reported transactions?

After the transactions, he directly holds 23,809,569 Series B shares and 12,631,936 Series BB shares. The filing shows no remaining AMP-held positions, indicating his reported exposure is now primarily direct rather than through Aeropuertos Mexicanos del Pacifico.

Were the PAC transactions in this Form 4 open-market buys or sells?

No, they were not open-market trades. All four transactions use code J for “other acquisition or disposition” and relate to the merger. Consideration was paid in shares, with no cash price per share reported for any of these movements.

How did the merger affect indirect PAC holdings through AMP?

The merger led to cancellation of 21,628,281 Series B and 75,791,619 Series BB shares that were held indirectly through AMP. Footnotes explain AMP’s ownership chain and clarify that these AMP-held securities were terminated under the Merger Agreement’s terms.

What is special about PAC’s Series BB shares mentioned in the Form 4?

Series BB shares are convertible into an equal number of Series B shares at any time, at the holder’s election. They have no expiration date, though the conversion is subject to timing conditions and notice requirements under Article Six of the issuer’s Amended and Restated Bylaws.