Televisa (TV) insider ups 7.1% stake with Ps.529M convertible deal

Rhea-AI Filing Summary

Grupo Televisa, S.A.B. insider Alfonso de Angoitia Noriega filed an amended Schedule 13D after buying a zero-coupon mandatory convertible debenture from the company. The debenture cost Ps. 529,481,227.78 and is convertible into 6,307,262,714 A Shares.

Following this transaction, he beneficially owns 24,724,638,209 Shares across all series, representing 7.1% of the 340,621,798,257 Shares outstanding as of March 31, 2026. The debenture converts into A Shares by the earlier of June 3, 2027 or certain default events exceeding $100,000,000 in liabilities and is not redeemable.

He agreed to a 360-day lock-up after the maturity date on the A Shares underlying the debenture and entered into a Conversion Shares Voting Agreement, giving the Azcarraga Trust voting rights over specified conversion shares for board-related matters while certain ownership and personal conditions are met.

Key Figures

Convertible debenture purchase price: Ps. 529,481,227.78 A Shares issuable on conversion: 6,307,262,714 A Shares Aggregate Shares beneficially owned: 24,724,638,209 Shares +5 more

8 metrics

Convertible debenture purchase price Ps. 529,481,227.78 Aggregate cash price paid on June 3, 2026

A Shares issuable on conversion 6,307,262,714 A Shares Underlying the zero-coupon mandatory convertible debenture

Aggregate Shares beneficially owned 24,724,638,209 Shares All series beneficially owned by reporting person

Beneficial ownership percentage 7.1% Percent of 340,621,798,257 Shares outstanding as of March 31, 2026

Total Shares outstanding 340,621,798,257 Shares Issuer share count as of March 31, 2026, adjusted for debenture conversion

A Shares outstanding 118,614,113,375 A Shares Outstanding as of March 31, 2026

Default liability threshold $100,000,000 Liability level triggering early mandatory conversion events

Lock-up period 360 days Restriction after maturity on transfers of underlying A Shares

Key Terms

Convertible Debenture, zero-coupon mandatory convertible debenture, Conversion Shares Voting Agreement, certificados de participacion ordinarios ("CPOs"), +2 more

6 terms

Convertible Debenture financial

"the Reporting Person purchased from the Issuer a Convertible Debenture"

A convertible debenture is a long-term loan a company issues that pays interest like a bond but can be turned into a set number of the company’s shares under pre-agreed terms. For investors it matters because it mixes safety and upside: you get regular interest and higher repayment priority like a lender, yet you also hold an option to become a shareholder if the stock rises, which can dilute existing owners and change risk and return profiles.

zero-coupon mandatory convertible debenture financial

"the Reporting Person purchased from the Issuer a zero-coupon mandatory convertible debenture"

Conversion Shares Voting Agreement financial

"entered in an agreement with EAJ, BGM and the Azcarraga Trust (the "Conversion Shares Voting Agreement")"

certificados de participacion ordinarios ("CPOs") financial

"The Shares trade on the Mexican Stock Exchange in the form of certificados de participacion ordinarios ("CPOs")"

beneficially owned financial

"for the aggregate number of Shares and percentage of Shares beneficially owned by the Reporting Person"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

equity compensation plan financial

"is a trust organized under the laws of Mexico as an equity compensation plan for employees of the Issuer"

A plan by which a company gives employees, directors or contractors ownership or the right to buy ownership in the company through stock, options or similar awards — think of promising slices of the company pie as part of someone's pay. It matters to investors because these awards can change the number of shares outstanding, affect reported profits and influence management’s decisions; large or generous plans can dilute existing holders and alter incentives over time.

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

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Available on EDGAR 06/05/2026 - 04:30 PM Accepted by SEC EDGAR 06/05/2026 - 04:30 PM Learn about SEC filing dates

FAQ

What did Alfonso de Angoitia report in this Schedule 13D/A for TV?

He reported buying a mandatory convertible debenture from Grupo Televisa, S.A.B. The instrument cost Ps. 529,481,227.78 and can convert into 6,307,262,714 Series A Shares, updating his disclosed beneficial ownership and related arrangements.

How many Grupo Televisa (TV) shares does Alfonso de Angoitia now beneficially own?

He beneficially owns 24,724,638,209 Shares across all series. This represents 7.1% of the issuer’s 340,621,798,257 total Shares outstanding as of March 31, 2026, adjusted for the A Shares issuable upon convertible debenture conversion.

What are the key terms of the convertible debenture disclosed for Grupo Televisa (TV)?

The zero-coupon mandatory convertible debenture is convertible into 6,307,262,714 A Shares for Ps. 529,481,227.78. It matures and must convert by the earlier of June 3, 2027 or specified default events involving liabilities above $100,000,000.

What lock-up restrictions apply to Alfonso de Angoitia’s new A Shares in Televisa (TV)?

He agreed to a 360-day lock-up starting from the debenture’s maturity date. During this period, he cannot sell, pledge, hedge, or otherwise transfer the A Shares underlying the debenture without the issuer’s prior written consent.

What is the Conversion Shares Voting Agreement mentioned for Grupo Televisa (TV)?

The Conversion Shares Voting Agreement gives EAJ, through the Azcarraga Trust, voting rights over the conversion shares on board appointment, removal, and ratification matters, as long as EAJ meets specified conditions, while the reporting person retains other voting rights.

How large is the overall Televisa (TV) share base referenced in this filing?

The filing calculates percentages using 340,621,798,257 Shares outstanding as of March 31, 2026. This includes 118,614,113,375 A Shares, 54,882,207,692 B Shares, and 83,562,738,595 each of D Shares and L Shares.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)

Grupo Televisa, S.A.B.

(Name of Issuer)

Series A Shares ("A Shares"), Series B Shares ("B Shares"), Dividend Preferred Shares ("D Shares"), Series L Shares ("L Shares")

(Title of Class of Securities)

40049J206

(CUSIP Number)

Alfonso de Angoitia Noriega
c/o Grupo Televisa, S.A.B., Av. Vasco de Quiroga No. 2000
Mexico City, O5, 01210
011525552612511

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

06/03/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 40049J206

1

Name of reporting person

Alfonso de Angoitia Noriega

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

PF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

MEXICO

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 710,028,540.00
8	Shared Voting Power 24,014,609,669.00
9	Sole Dispositive Power 24,724,638,209.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

24,724,638,209.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

7.1 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

The Shares reported herein consist of (i) 14,288,219,627 A Shares and 6,307,262,714 A Shares underlying the Convertible Debenture (as defined and further described in Item 4 below) representing 16.5% of the outstanding A Shares, assuming the conversion of the Convertible Debenture reported herein; (ii) 987,406,838 B Shares representing 1.8% of the outstanding B Shares; (iii) 1,570,874,515 D Shares representing 1.9% of the outstanding D Shares; and (iv) 1,570,874,515 L Shares representing 1.9% of the outstanding L Shares, and are based on approximately 118,614,113,375 A Shares, 54,882,207,692 B Shares, 83,562,738,595 D Shares and 83,562,738,595 L Shares outstanding as of March 31, 2026, as reported in the Issuer's Form 20-F filed with the Securities and Exchange Commission ("SEC") on April 30, 2026, adjusted to give pro forma effect to the conversion of the 6,307,262,714 A shares issuable upon conversion of the Convertible Debenture beneficially owned by the Reporting Person.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Series A Shares ("A Shares"), Series B Shares ("B Shares"), Dividend Preferred Shares ("D Shares"), Series L Shares ("L Shares")
(b)	Name of Issuer: Grupo Televisa, S.A.B.
(c)	Address of Issuer's Principal Executive Offices: AV VASCO DE QUIROGA 2000, COLONIA SANTA FE, MEXICO, D.F., MEXICO , 5255526120.
Item 1 Comment: This Amendment No. 2 ("Amendment No. 2") amends the Schedule 13D filed by the Reporting Person with the SEC on January 5, 2026, as amended by Amendment No. 1, dated as of April 1, 2026 (as it may be amended from time to time, the "Schedule 13D") with respect to the Series A Shares of common stock, no par value (the "A Shares"), the Series B Shares of common stock, no par value (the "B Shares"), the Dividend Preferred Shares, no par value (the "D Shares"), and the limited-voting Series L Shares, no par value ("L Shares" and, together with the A Shares, the B Shares and the D Shares, the "Shares") of Grupo Televisa, S.A.B. (the "Issuer"). This Amendment No. 2 supplements Items 3, 4, 6 and 7 and amends and restates Items 5(a)-(c) as set forth below. Except as set forth herein, the information in the Schedule 13D is unchanged and has been omitted from this Amendment No. 2. Unless otherwise defined herein, capitalized terms used herein shall have the meanings ascribed thereto in the Schedule 13D. The Shares trade on the Mexican Stock Exchange in the form of certificados de participacion ordinarios ("CPOs"), each of which currently comprises of 25 A Shares, 22 B Shares, 35 D Shares and 35 L Shares, and in the United States, in the form of global depositary shares, each of which represent 5 CPOs.
Item 3.	Source and Amount of Funds or Other Consideration
	On June 3, 2026, the Reporting Person purchased from the Issuer a Convertible Debenture (as defined in Item 4) convertible into 6,307,262,714 A Shares, for an aggregate cash purchase price of Ps. 529,481,227.78.
Item 4.	Purpose of Transaction
	On June 3, 2026 (the "Closing Date"), the Reporting Person purchased from the Issuer a zero-coupon mandatory convertible debenture (the "Convertible Debenture") convertible into 6,307,262,714 A Shares, for an aggregate purchase price of Ps. 529,481,227.78 in order to maintain the proportion of the Issuer's A Shares relative to the other series of shares of the Issuer's capital stock in light of the issuance of Convertible Debentures to other third parties. Accordingly, each of EAJ and BGM also agreed to subscribe for Convertible Debentures, convertible into 781,881,251 and 6,307,262,714 A Shares, respectively (as applicable, the "Conversion Shares"), under the same terms and at the same price per share as the Reporting Person. The Convertible Debenture does not accrue interest, and will mature and be mandatorily convertible into A Shares on the earlier of (a) June 3, 2027 and (b) the date on which the Issuer defaults on liabilities in excess of $100,000,000, among other events of distress and default, subject to obtaining applicable regulatory authorizations (the "Maturity Date"), unless earlier converted pursuant to the terms of the Convertible Debenture. The Convertible Debenture is not redeemable. The Reporting Person also agreed to undertake, for a period of 360 (three hundred sixty) days counted from the Maturity Date, not to, without the prior written consent of the Issuer, directly or indirectly: (i) offer, pledge, sell, contract to sell, offer or sell, enter into any option or contract to sell, grant any option, right or warrant to purchase, lend, dispose of or otherwise transfer the A shares underlying the Convertible Debenture; (ii) enter into any derivative financial transaction, swap, forward contract, hedge or other contract or transaction that transfers, in whole or in part, directly or indirectly, the economic benefit of ownership of the A shares underlying the Convertible Debenture, regardless of whether such transaction is settled by delivery of the A shares underlying the Convertible Debenture, in cash or otherwise; or (iii) publicly announce the intention to carry out any of the transactions referred to in the foregoing subsections. The foregoing summary of the Convertible Debenture does not purport to be complete and is qualified in its entirety by reference to the Convertible Debenture certificate, a copy of which is filed as Exhibit 99.2 to the Schedule 13D and is incorporated herein by reference. In addition, on June 3, 2026, the Reporting Person entered in an agreement with EAJ, BGM and the Azcarraga Trust (the "Conversion Shares Voting Agreement"), pursuant to which EAJ, through the Azcarraga Trust, will have the right to exercise all voting rights attached to the Conversion Shares, with respect to the appointment, removal and/or ratification of members of the Issuer's board of directors so long as EAJ is not declared legally dead, incapacitated or absent and holds more than 13,329,746,451 of A Shares through the Azcarraga Trust. The Reporting Person will have the right to exercise all voting rights attached to the Conversion Shares other than those specified in the preceding sentence. The foregoing summary of the Conversion Shares Voting Agreement does not purport to be complete and is qualified in its entirety by reference to the Conversion Shares Voting Agreement, a copy of which is filed as Exhibit 99.3 to the Schedule 13D and is incorporated herein by reference.
Item 5.	Interest in Securities of the Issuer
(a)	See rows (11) and (13) of the cover page and the footnote on the cover pages to this Schedule 13D for the aggregate number of Shares and percentage of Shares beneficially owned by the Reporting Person. The percentages used in this Schedule 13D are calculated based upon 340,621,798,257 Shares outstanding as of March 31, 2026, consisting of 118,614,113,375 A Shares, 54,882,207,692 B Shares, 83,562,738,595 D Shares and 83,562,738,595 L Shares, in each case as reported in the Issuer's Form 20-F filed with the Securities and Exchange Commission on April 30, 2026, adjusted to give pro forma effect to the conversion of the 6,307,262,714 A Shares issuable upon conversion of the Convertible Debenture beneficially owned by the Reporting Person.
(b)	See items 7 through 10 of the cover pages to this Schedule 13D and the footnote on the cover pages for the number and percentage of A Shares, B Shares, D Shares and L Shares beneficially owned by the Reporting Person as to which there is sole or shared power to vote or to direct the vote and sole or shared power to dispose or to direct the disposition. Trust No. 11042181 (the "LTRP Trust") is a trust organized under the laws of Mexico as an equity compensation plan for employees of the Issuer. The LTRP Trust holds a certain number of shares which are not included in the number of A Shares, B Shares, D Shares and L Shares included in items 7 through 10 of the cover pages to this Amendment No. 2. Shares held in the LTRP Trust become vested over a period of years, reducing the number of Shares held in the LTRP Trust accordingly. A technical committee, all of whose members are employees of the Issuer, has the power to control the voting of Shares held by the LTRP Trust.
(c)	The information set forth in Item 4 of this Statement is hereby incorporated herein by reference.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	The information set forth in Item 4 of this Schedule 13D is hereby incorporated herein by reference
Item 7.	Material to be Filed as Exhibits.
	Exhibit 99.2 Convertible Debenture Certificate, dated June 3, 2026. Exhibit 99.3 Conversion Shares Voting Agreement, dated June 3, 2026, by and among the Reporting Person, EAJ, BGM and the Azcarraga Trust.

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.

Alfonso de Angoitia Noriega

Signature:	/s/ Alfonso de Angoitia Noriega
Name/Title:	Alfonso de Angoitia Noriega
Date:	06/05/2026