| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Series B Shares |
| (b) | Name of Issuer:
Pacific Airport Group |
| (c) | Address of Issuer's Principal Executive Offices:
Avenida Mariano Otero No. 1249-B, Piso 6, Col. Rinconada del Bosque, Guadalajara, Jalisco,
MEXICO
, 44530. |
Item 1 Comment:
This statement on Schedule 13D is being filed in connection with the merger (the "Merger") more fully described under Item 4, contemplated by the merger agreement, dated April 30, 2026 (the "Merger Agreement"), by and among Grupo Aeroportuario del Pacifico, S.A.B. de C.V. (the "Issuer"), Aeropuertos Mexicanos del Pacifico, S.A.P.I. de C.V. ("AMP"), Controladora Mexicana de Aeropuertos, S.A. de C.V. ("CMA"), PAL Aeropuertos, S. de R.L. de C.V. ("PAL"), and the other parties thereto, including Eduardo Sanchez Navarro (the "Reporting Person"), a Mexican national and natural person who is the beneficiary and attorney-in-fact of, and may be deemed to control and share beneficial ownership of Series B shares and Series B shares underlying Series BB shares held by, Banco INVEX, S.A., Institucion de Banca Multiple, INVEX Grupo Financiero, in its capacity as trustee of Trust No. 4548 ("Fideicomiso INVEX"), a trust organized under the laws of Mexico, which is a shareholder of PAL and an indirect shareholder of AMP and CMA. |
| Item 2. | Identity and Background |
|
| (a) | This statement is being filed by Eduardo Sanchez Navarro ("Mr. Navarro"), a Mexican national and natural person. |
| (b) | The business address of the Reporting Person is Paseo de los Tamarindo No. 400, Piso 30, Torre B, Colonia Bosques de las Lomas, Cuajimalpa de Morelos, CP. 05120 Ciudad de Mexico, Mexico. |
| (c) | The principal occupation of the Reporting Person is a private investor. |
| (d) | During the last five years, the Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) and has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which he was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to Federal or State securities laws or finding any violations with respect to such laws. |
| (e) | During the last five years, the Reporting Person has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which he was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect to such laws. |
| (f) | Mr. Navarro is a Mexican citizen. |
| Item 3. | Source and Amount of Funds or Other Consideration |
| | The information set forth in response to Item 4 is hereby incorporated by reference. |
| Item 4. | Purpose of Transaction |
| | The Issuer, AMP, CMA, PAL, and the other parties thereto entered into the Merger Agreement, pursuant to which AMP, CMA, PAL, and the other merged entities were merged into the Issuer, dissolved, and the Issuer continued as the surviving company. In connection with the consummation of the Merger, the Issuer issued new Series B shares, without par value, and Series BB shares, without par value, convertible into Series B shares (subject to certain timing conditions and notice requirements under Article Six of the Issuer's Amended and Restated Bylaws), to the shareholders of the merged entities. The Trust received 23,206,837 Series B shares and 12,631,937 Series BB shares (the "Shares") of the Issuer in exchange for its membership interest.
The Merger Agreement imposes restrictions on the transfer and disposition of the shares received in connection with the Merger for a period of 365 calendar days from the date of shareholder approval of the Merger (the "Lock-Up Period"). During the Lock-Up Period, the shareholders receiving shares in the Merger are prohibited from offering, selling, or otherwise transferring or encumbering such Shares, subject to two partial exceptions: (i) after 90 days of the Lock-Up Period have passed, the shareholders may dispose of up to 25% of the issued shares, and (ii) after 180 days have passed, the shareholders may dispose of an additional 25% of the shares issued in the Merger. Any such dispositions to be effected through registered public offerings, private offerings, block sales coordinated with the Issuer, or any other means permitted under applicable law. A complete description of these provisions is set forth in the Merger Agreement, an English translation of which is filed as an Exhibit 99.1 hereto and incorporated herein by reference.
The Reporting Person will evaluate its investment in the Issuer from time to time and may at any time, based on such evaluation, market conditions and other circumstances, increase or decrease its security holdings in the Issuer or may change its investment strategy with respect to the Issuer.
The Reporting Person intends to monitor and evaluate the investment on an ongoing basis and expects regularly to review and consider alternative ways of maximizing its return on such investment, depending on prevailing market conditions, other investment opportunities, liquidity requirements or other investment considerations the Reporting Person deems relevant. The Reporting Person may engage in discussions with management, the board of directors of the Issuer (the "Board"), other shareholders of the Issuer and other relevant parties concerning the business, operations, board composition, management, strategy and future plans of the Issuer. The Reporting Person may exchange information with any such persons pursuant to appropriate confidentiality or similar agreements and in compliance with applicable securities laws. The Reporting Person may from time to time in the future seek to acquire, alone or in conjunction with others, additional Series B Shares, Series BB Shares or other securities issued by the Issuer through open market purchases, block trades, privately negotiated transactions, tender offer, merger, amalgamation, reorganization or otherwise. The Reporting Person may also dispose of all or a portion of the securities of the Issuer, in registered offerings or in open market or privately negotiated transactions, and/or enter into derivative transactions with institutional counterparties with respect to the Series B Shares and Series BB Shares, in each case, subject to limitations under applicable law and any other required approvals.
Except as described in this Schedule 13D, the Reporting Person does not have any present plans or proposals that relate to or would result in any of the actions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D, although the Reporting Person, at any time and from time to time, may review, reconsider and change his position and/or change his purpose and/or develop such plans and may seek to influence management or the board with respect to the business and affairs of the Issuer and may from time to time consider pursuing or proposing such matters with advisors, the Issuer or other persons. |
| Item 5. | Interest in Securities of the Issuer |
| (a) | The responses of the Reporting Person to Rows (7) through (13) of the cover pages and the comments thereto of this Schedule 13D, are incorporated herein by reference. As of the date hereof, the Reporting Person may be deemed to beneficially own, in the aggregate, 23,206,837 Series B shares and 12,631,937 Series BB shares of the Issuer, for an aggregate of 35,838,774 shares. Based on the Issuer's disclosure of 519,226,576 Series B shares outstanding (as reported in the Issuer's press release included in its Form 6-K filed with the SEC on May 7, 2026), the Reporting Person's holdings represent approximately 6.7% of the outstanding Series B shares, assuming the conversion of the Series BB shares held by the Trust, with respect to which the Reporting Person retains sole voting and dispositive power. |
| (b) | See rows (7) through (10) of the cover page to this Schedule 13D for the Series B shares as to which the Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition. |
| (c) | Except as described in Item 4, no transactions in the Shares were effected by the Reporting Person during the past sixty days. |
| (d) | The Reporting Person is the beneficiary and attorney-in-fact of Banco INVEX, S.A., Institucion de Banca Multiple, INVEX Grupo Financiero, in its capacity as trustee of the Fideicomiso INVEX, which holds the Shares reported herein. No other beneficiary's interest relates to more than five percent of the class of securities reported herein. |
| (e) | Not applicable. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
| | The disclosure set forth in Item 4 above is incorporated herein by reference.
Except as set forth herein, the Reporting Person has no contracts, arrangements, understandings or relationships (legal or otherwise) with respect to any securities of the Issuer, including any class of the Issuer's securities used as a reference security, in connection with any of the following: call options, put options, security-based swaps or any other derivative securities, transfer or voting of any of the securities, finder's fees, joint ventures, loan or option arrangements, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. |
| Item 7. | Material to be Filed as Exhibits. |
| | Exhibit 99.1 - An English translation of the Merger Agreement, dated as of April 30, 2026, by and among Grupo Aeroportuario del Pacifico, S.A.B. de C.V., Aeropuertos Mexicanos del Pacifico, S.A.P.I. de C. V., Controladora Mexicana de Aeropuertos, S.A. de C.V., PAL Aeropuertos, S. de R.L. de C.V., and the other parties thereto. |
