Grupo Televisa (NYSE: TV) insider revises 19.8% stake, special board voting rights

Rhea-AI Filing Summary

Grupo Televisa’s controlling shareholder Emilio Fernando Azcárraga Jean updated his beneficial ownership and governance arrangements. He reports beneficial ownership of 67,417,116,707 Shares, representing 19.8% of 340,621,798,257 outstanding Shares as of March 30, 2025, across Series A, B, Dividend Preferred (D) and Series L Shares.

On January 5, 2026, Azcárraga and the Azcárraga Trust signed a Transaction Agreement with Alfonso de Angoitia Noriega and Bernardo Gómez Martínez. Azcárraga agreed to sell 13,166,166,402 A Shares to each of them (26,332,332,804 A Shares in total) for an aggregate purchase price of Ps.1,926,303,610. Despite this sale, the agreement grants Azcárraga, through the Azcárraga Trust, Special Voting Rights over the Acquired Shares and specified CPOs regarding Televisa’s board appointments, removals and ratifications, while AAN and BGM retain other voting rights. The deal includes mutual rights of first refusal and is subject to required regulatory approval in Mexico.

Insights

Equity governance and control analyst

Televisa’s key insiders reshuffle A Shares while preserving Azcárraga’s board influence through special voting rights.

Emilio Fernando Azcárraga Jean reports beneficial ownership of 67,417,116,707 Shares, or 19.8% of 340,621,798,257 Shares outstanding as of March 30, 2025. These include large holdings in A, B, D and L series, with A Shares representing 49.6% of that class. This confirms a substantial economic and voting stake in Grupo Televisa.

The new Ps.1,926,303,610 Transaction Agreement restructures who directly holds 26,332,332,804 A Shares, transferring them to Alfonso de Angoitia Noriega and Bernardo Gómez Martínez. However, Azcárraga, through the Azcárraga Trust, retains Special Voting Rights over the Acquired Shares and specified CPOs for board appointments, removals and ratifications, so long as certain personal and trust-ownership conditions are met.

The agreement also grants rights of first refusal among the parties for future transfers of Televisa equity and is conditioned on required Mexican regulatory approval as of January 5, 2026. Future company disclosures may clarify how this long-term governance structure interacts with Televisa’s broader shareholder base and employee equity held via the LTRP Trust.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)

GRUPO TELEVISA, S.A.B.

(Name of Issuer)

Series A Shares; Series B Shares; Dividend Preferred Shares; Series L Shares

(Title of Class of Securities)

40049J206

(CUSIP Number)

Luis Alejandro Bustos Olivares
Grupo Televisa, S.A.B., Av. Vasco de Quiroga No. 2000
Mexico City, O5, 01210
011 52 55 5022 5899

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

01/05/2026

(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).

SCHEDULE 13D

CUSIP No. 40049J206

1

Name of reporting person

Emilio Fernando Azcarraga Jean

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)

AF, 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 30,978,006,365.00
8	Shared Voting Power 36,439,110,342.00
9	Sole Dispositive Power 30,978,006,365.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

67,417,116,707.00

12

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

13

Percent of class represented by amount in Row (11)

19.8 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

The Shares reported in row (11) consist of (i) 58,850,673,929 A Shares representing 49.6% of the outstanding A Shares; (ii) 2,048,497,186 B Shares representing 3.7% of the outstanding B Shares; (iii) 3,258,972,796 D Shares representing 3.9% of the outstanding D Shares; and (iv) 3,258,972,796 L Shares representing 3.9% of the outstanding L Shares (See Item 5(a)). The Shares reported in rows (8) and (11) include 36,439,110,342 Shares, which consist of (i) 28,491,900,654 A Shares; (ii) 1,900,419,708 B Shares; 3,023,394,990 D Shares; and (iv) 3,023,394,990 L Shares, subject to Special Voting Rights (as defined and further described in Item 4 below) pursuant to the Transaction Agreement (as defined in Item 4 below).

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Series A Shares; Series B Shares; Dividend Preferred Shares; Series 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 , 01210.
Item 1 Comment: This Amendment No. 3 ("Amendment No. 3") amends the Schedule 13D (the "Original Schedule 13D"), Amendment No. 1 to the Original Schedule 13D ("Amendment No. 1") and Amendment No. 2 to the Original Schedule 13D ("Amendment No. 2"), filed by the Reporting Person with the SEC on April 5, 2004, January 19, 2006 and February 15, 2024, respectively, 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. 3 supplements Items 4, 6 and 7 and amends and restates Items 2(e) and 5(a)-(c) as set forth below. Except as set forth herein, in Amendment No. 1 and in Amendment No. 2, the information in the Original 13D is unchanged and has been omitted from this Amendment No. 3. Unless otherwise defined herein, capitalized terms used herein shall have the meanings ascribed thereto in the Original 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 2.	Identity and Background
(e)	In 2018, the Reporting Person was named a defendant in a class action lawsuit filed in the U.S. District Court for the Southern District of New York. In 2023, the Issuer settled the lawsuit. For more information, see the Issuer's annual report on Form 20-F for the year 2024, filed with the Securities and Exchange Commission on April 30, 2025. Except as described above, during the last five years the Reporting Person was not a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding 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 violation with respect to such laws.
Item 4.	Purpose of Transaction
	On January 5, 2026, the Reporting Person and the Azcarraga Trust entered into a transaction agreement (the "Transaction Agreement") with Alfonso de Angoitia Noriega ("AAN") and Bernardo Gomez Martinez ("BGM"), pursuant to which the Reporting Person agreed to sell to AAN 13,166,166,402 A Shares and to BGM 13,166,166,402 A Shares (collectively, the "Acquired Shares"), for an aggregate purchase price of Ps.1,926,303,610. Pursuant to the Transaction Agreement, each of AAN and BGM agreed that following their acquisition of the Acquired Shares, the Reporting Person, through the Azcarraga Trust, will have the right to exercise all voting rights attached to the Acquired Shares, together with 38,580,509 CPOs held by AAN prior to the entry into the Transaction Agreement (the "A Specified CPOs") and 38,699,325 CPOs held by BGM prior to the entry into the Transaction Agreement (the "B Specified CPOs"), with respect to the appointment, removal and/or ratification of members of the Issuer's board of directors ("Special Voting Rights") so long as the Reporting Person is not declared legally dead, incapacitated or absent and holds more than fifty-percent (50%) of the shares in the Azcarraga Trust, other than the Acquired Shares. Each of AAN and BGM will have the right to exercise all voting rights attached to each of their Acquired Shares and the A Specified CPOs and B Specified CPOs, respectively, other than those specified in the preceding sentence. In addition, under the Transaction Agreement, in the event that the Reporting Person, directly or through the Azcarraga Trust, AAN or BGM intend to transfer the Acquired Shares or any other shares of or securities representing the Issuer's capital stock (including CPOs or global depositary shares), the other parties thereto will have a right of first refusal allowing them to purchase such shares or securities at the proposed sale price. The acquisition of the Acquired Shares contemplated by the Transaction Agreement is subject to certain closing conditions, including receipt of required regulatory approval in Mexico. The foregoing summary of the Transaction Agreement does not purport to be complete and is qualified in its entirety by reference to the Transaction Agreement, a copy of which is filed as Exhibit 99.3 to this Amendment No. 3 and 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 page 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, 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, outstanding as of March 30, 2025, as reported in the Issuer's Form 20-F, Item 7 filed with the Securities and Exchange Commission on April 30, 2025.
(b)	See rows (7) through (10) of the cover page and the footnote on the cover page to this Schedule 13D for the number of 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. 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 the following Shares as of September 30, 2025: 7,339,790,761 A Shares, 6,701,667,681 B Shares, 6,911,937,709 D Shares and 6,911,937,709 L Shares. These shares are not included in the number of A Shares, B Shares, D Shares and L Shares included in items 7 through 10 of the coverage pages to this Amendment No. 3. 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. Thus, the LTRP Trust may be deemed to be controlled by the Issuer, and the Issuer and EAJ may be deemed to share beneficial ownership of all Shares beneficially owned by the LTRP Trust. EAJ expressly disclaims such beneficial ownership.
(c)	Except as set forth in Item 4 of this Amendment No. 3, no transactions in the CPOs have been effected by the Reporting Person within the prior 60-day window for which disclosure is required by Schedule 13D.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	The information set forth in Item 4 of this Amendment No. 3 is hereby incorporated herein by reference.
Item 7.	Material to be Filed as Exhibits.
	Exhibit 99.3: Transaction Agreement, dated January 5, 2026, by and among the Reporting Person, the Azcarraga Trust, AAN and BGM.

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.

Emilio Fernando Azcarraga Jean

Signature:	/s/ Emilio Fernando Azcarraga Jean
Name/Title:	Emilio Fernando Azcarraga Jean/Individually
Date:	01/05/2026

FAQ

What does Grupo Televisa (TV) disclose about Emilio Azce1rraga Jean27s ownership stake?

The reporting person, Emilio Fernando Azce1rraga Jean, reports beneficial ownership of 67,417,116,707 Shares, representing 19.8% of 340,621,798,257 outstanding Shares as of March 30, 2025. These holdings span 58,850,673,929 A Shares, 2,048,497,186 B Shares, 3,258,972,796 D Shares and 3,258,972,796 L Shares.

What is the new Transaction Agreement described in Grupo Televisa27s Schedule 13D/A?

On January 5, 2026, Emilio Azce1rraga and the Azce1rraga Trust entered into a Transaction Agreement with Alfonso de Angoitia Noriega and Bernardo Gf3mez Martednez. Under this agreement, Azce1rraga agreed to sell 13,166,166,402 A Shares to each of AAN and BGM (26,332,332,804 A Shares total) for an aggregate purchase price of Ps.1,926,303,610, subject to certain closing conditions, including required regulatory approval in Mexico.

How do the Special Voting Rights affect control at Grupo Televisa (TV)?

The Transaction Agreement grants the Reporting Person, through the Azce1rraga Trust, Special Voting Rights over the Acquired Shares and specified CPOs held by AAN and BGM. These Special Voting Rights cover the appointment, removal and ratification of members of the board of directors, as long as Azce1rraga is not legally dead, incapacitated or absent and holds more than 50% of the shares in the Azce1rraga Trust (excluding the Acquired Shares).

What total share count does Grupo Televisa use to calculate the 19.8% ownership figure?

The 19.8% ownership percentage is calculated based on 340,621,798,257 Shares outstanding as of March 30, 2025. This total includes 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, as reported in the issuer27s Form 20-F.

What is the LTRP Trust and how does it relate to Grupo Televisa (TV) shares?

Trust No. 11042181 (the LTRP Trust) is a Mexican trust used as an equity compensation plan for Televisa employees. As of September 30, 2025, it holds 7,339,790,761 A Shares, 6,701,667,681 B Shares, 6,911,937,709 D Shares and 6,911,937,709 L Shares. These shares are not included in the numbers shown in items 7 through 10 of the cover page, and although the Issuer and Azce1rraga may be deemed to share beneficial ownership, Azce1rraga expressly disclaims such beneficial ownership.

Does the Schedule 13D/A mention any prior legal proceedings involving the reporting person?

The filing notes that in 2018 the Reporting Person was named a defendant in a class action lawsuit in the U.S. District Court for the Southern District of New York, and that in 2023 the Issuer settled the lawsuit. It states that, except as described, he has not in the last five years been subject to a judgment or order relating to violations of federal or state securities laws.

In what forms do Grupo Televisa (TV) shares trade in Mexico and the U.S.?

The Shares trade on the Mexican Stock Exchange as CPOs (certificados de participacif3n ordinarios), each currently comprising 25 A Shares, 22 B Shares, 35 D Shares and 35 L Shares. In the United States, they trade as global depositary shares, each representing 5 CPOs.