Grupo Televisa (TV) Co-CEO de Angoitia boosts A Shares in Ps. 963M deal
Filing Impact
Filing Sentiment
Form Type
SCHEDULE 13D
Grupo Televisa, S.A.B. insider Alfonso de Angoitia Noriega, the company’s Co-CEO and Executive Chairman of TelevisaUnivision, reports beneficial ownership of 18,212,604,435 shares, representing 5.35% of the class of Televisa’s A, B, D and L shares. The position includes 14,244,465,127 A Shares, 948,902,878 B Shares, 1,509,618,215 D Shares and 1,509,618,215 L Shares, based on share counts outstanding as of March 31, 2025.
On January 5, 2026, he agreed to acquire 13,166,166,402 A Shares from the Azcarraga Trust for Ps. 963,151,805 in cash under a transaction agreement with Emilio Azcarraga, the Azcarraga Trust and Bernardo Gomez. Under this agreement, Azcarraga, through the trust, will retain voting rights over these acquired A Shares and specified CPOs for board appointment and related matters while he remains in control of the trust, while de Angoitia keeps other voting rights. The parties also grant each other a right of first refusal on future transfers of these shares or related securities, and the share acquisition is subject to required Mexican regulatory approval.
Positive
- None.
Negative
- None.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
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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) |
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
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| CUSIP No. | 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)
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| 6 | Citizenship or place of organization
MEXICO
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
18,212,604,435.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
5.35 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
The Shares reported herein consist of (i) 14,244,465,127 A Shares representing 12.0% of the outstanding A Shares; (ii) 948,902,878 B Shares representing 1.7% of the outstanding B Shares; (iii) 1,509,618,215 D Shares representing 1.8% of the outstanding D Shares; and (iv) 1,509,618,215 L Shares representing 1.8% 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 authorized, issued and outstanding as of March 31, 2025, as reported in the Issuer's Form 20-F, Item 7 filed with the Securities and Exchange Commission ("SEC") on April 30, 2025.
SCHEDULE 13D
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| 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 No. 2000, Colonia Santa Fe, Ciudad de Mexico,
MEXICO
, 01210. | |
Item 1 Comment:
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 authorized, issued and outstanding as of March 31, 2025, as reported in the Issuer's Form 20-F, Item 7 filed with the Securities and Exchange Commission ("SEC") on April 30, 2025. | ||
| Item 2. | Identity and Background | |
| (a) | Alfonso de Angoitia Noriega | |
| (b) | The Reporting Person's business address is Paseo de la Reforma No. 760, Lomas de Chapultepec, C.P. 11000, Ciudad de Mexico, Mexico. | |
| (c) | The Reporting Person's present principal occupation is Co-Chief Executive Officer and Member of the Executive Committee of the Issuer, as well as Executive Chairman of TelevisaUnivision, an affiliate of the Issuer. The Issuer's principal business address is: Av. Vasco de Quiroga No. 2000, Colonia Santa Fe, 01210, Ciudad de Mexico, Mexico. | |
| (d) | The Reporting Person has not, during the last five years, been convicted in a criminal proceeding. | |
| (e) | The Reporting Person has not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and is not and has not been, as a result of such proceeding, 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. | |
| (f) | Mexico | |
| Item 3. | Source and Amount of Funds or Other Consideration | |
The information contained in rows 7, 8, 9, 10, 11 and 13 on the cover page of this Schedule 13D and the information set forth or incorporated in Items 2 and 6 of this Schedule 13D is incorporated by reference in its entirety into this Item 3.
The Shares that the Reporting Person beneficially owns were acquired through (i) grants of equity awards pursuant to the Issuer's equity incentive plans and (ii) open market purchases made from time to time.
On January 5, 2026, the Reporting Person agreed to pay the Azcarraga Trust (as defined in Item 4) available cash on hand in an amount equal to Ps. 963,151,805 in exchange for 13,166,166,402 A Shares. | ||
| Item 4. | Purpose of Transaction | |
On January 5, 2026, the Reporting Person entered into a transaction agreement (the "Transaction Agreement") with Emilio Fernando Azcarraga Jean ("EAJ"), Trust No. 6121, a trust organized under the laws of Mexico for the benefit of EAJ (the "Azcarraga Trust") and Bernardo Gomez Martinez ("BGM"), pursuant to which the Reporting Person agreed to acquire 13,166,166,402 A Shares (the "Acquired Shares") in exchange for available cash on hand in an amount equal to Ps. 963,151,805.
Pursuant to the Transaction Agreement, the Reporting Person agreed that following the acquisition of the Acquired Shares by the Reporting Person, EAJ, 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 the Reporting Person 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 so long as EAJ 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. The Reporting Person will have the right to exercise all voting rights attached to the Acquired Shares and the A Specified CPOs other than those specified in the preceding sentence.
In addition, under the Transaction Agreement, in the event that EAJ, directly or through the Azcarraga Trust, BGM, or the Reporting Person intends to transfer the Acquired Shares or any other shares of or securities representing the Issuer's capital stock (including CPOs), 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 an exhibit to this Schedule 13D and incorporated herein by reference.
The Reporting Person entered into the Transaction Agreement and purchased the Acquired Shares in connection therewith to support the stability of the business of the Issuer and in anticipation of its potential growth in the future. Subject to market conditions, the Reporting Person may in the future acquire shares, CPOs or other securities of the Issuer from the Issuer, in the open market, in privately negotiated purchases or otherwise, in addition to any shares, CPOs or other securities acquired through grants of equity awards pursuant to the Issuer's equity incentive plans. The Reporting Person reserves the right to formulate plans or proposals regarding the Issuer or any of its securities and to carry out any of the actions or transactions described in paragraphs (a) through (j) of Item 4 of the instructions to this Schedule, to the extent deemed advisable by the Reporting Person and subject to market conditions. The willingness of the Reporting Person to proceed with any such transaction may be subject to market conditions, obtaining required regulatory approvals in the United States and Mexico and other factors, and there can be no assurance that the Reporting Person will proceed with any such transaction.
This Schedule 13D is not an offer to purchase or a solicitation of an offer to sell any securities of the Issuer. Any solicitation or offer would only be made through separate materials filed with the SEC. The Reporting Person undertakes no obligation to make additional disclosures in connection with the matters described herein except to the extent required by law.
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| Item 5. | Interest in Securities of the Issuer | |
| (a) | See items 11 and 13 of the cover pages to this Schedule 13D and the footnote on the cover pages for the aggregate number and percentage of A Shares, B Shares, D Shares and L Shares 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"), a trust organized under the laws of Mexico as an equity compensation plan for employees of the Issuer, 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 Schedule 13D. 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 and include the Reporting Person (who does not unilaterally have the power to direct the decisions of the technical committee), 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. | |
| (d) | Not applicable. | |
| (e) | Not applicable. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
The information set forth in Item 4 of this Statement is hereby incorporated herein by reference. | ||
| Item 7. | Material to be Filed as Exhibits. | |
99.1 Transaction Agreement, dated January 5, 2026, by and among EAJ, the Azcarraga Trust, the Reporting Person 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.
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FAQ
What ownership stake in Grupo Televisa (TV) does Alfonso de Angoitia report?
Alfonso de Angoitia reports beneficial ownership of 18,212,604,435 shares of Grupo Televisa, S.A.B., representing 5.35% of the class of A, B, D and L shares.
How many Grupo Televisa A Shares did Alfonso de Angoitia agree to buy and at what price?
On January 5, 2026, Alfonso de Angoitia agreed to pay Ps. 963,151,805 in cash to the Azcarraga Trust in exchange for 13,166,166,402 A Shares of Grupo Televisa.
How are Alfonso de Angoitia’s Televisa holdings distributed by share class?
He reports 14,244,465,127 A Shares (12.0% of A Shares), 948,902,878 B Shares (1.7% of B Shares), 1,509,618,215 D Shares (1.8% of D Shares) and 1,509,618,215 L Shares (1.8% of L Shares), based on March 31, 2025 figures.
What voting rights arrangement is tied to the new Televisa A Shares acquisition?
Under the Transaction Agreement, Emilio Azcarraga, through the Azcarraga Trust, has the right to exercise voting rights on the Acquired Shares and specified CPOs for board appointment, removal and ratification, while Alfonso de Angoitia retains other voting rights on those securities.
Are there transfer restrictions or rights of first refusal on these Grupo Televisa shares?
Yes. If Emilio Azcarraga, the Azcarraga Trust, Bernardo Gomez or Alfonso de Angoitia wish to transfer the Acquired Shares or other Televisa securities (including CPOs), the other parties have a right of first refusal to buy at the proposed sale price.
What regulatory approvals are required for the Televisa share acquisition to close?
The acquisition of the 13,166,166,402 A Shares under the Transaction Agreement is subject to required regulatory approval in Mexico.
What is the LTRP Trust mentioned in relation to Grupo Televisa shares?
The LTRP Trust is a Mexican trust serving as an equity compensation plan for Televisa employees and held 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 as of September 30, 2025; these shares are not included in Alfonso de Angoitia’s reported beneficial ownership.