Grupo Televisa (TV) Co-CEO details 5.35% stake and Ps. 963M A-share purchase pact

Rhea-AI Filing Summary

Bernardo Gómez Martínez, Co-CEO of Grupo Televisa, reports beneficial ownership of 18,226,505,907 shares, representing 5.35% of the company’s share capital. This includes 14,247,435,527 Series A shares, 951,516,830 Series B shares, 1,513,776,775 dividend preferred shares, and 1,513,776,775 Series L shares, based on outstanding share counts as of March 31, 2025. On January 5, 2026, he agreed to pay Ps. 963,151,805 in cash to acquire 13,166,166,402 Series A shares from a trust for the benefit of Emilio Fernando Azcárraga Jean under a transaction agreement. The agreement grants Azcárraga, through his trust, specific voting rights over these acquired shares and certain CPOs for board appointments, and establishes mutual rights of first refusal on future share or CPO transfers, subject to Mexican regulatory approval and other closing conditions.

Insights

Equity ownership & governance specialist

Televisa Co-CEO discloses a 5.35% stake with structured voting and transfer rights.

The reporting person, Bernardo Gómez Martínez, now reports beneficial ownership of 18,226,505,907 Televisa shares, equal to 5.35% of the share capital. The stake spans multiple share classes, including over 14.2 billion Series A shares and smaller positions in Series B, D and L shares, using the outstanding share counts disclosed as of March 31, 2025.

On January 5, 2026, he agreed to pay Ps. 963,151,805 in available cash to acquire 13,166,166,402 Series A shares from the Azcarraga Trust under a transaction agreement with Emilio Fernando Azcárraga Jean and Alfonso de Angoitia Noriega. The agreement allocates voting rights so that Azcarraga, through his trust, may exercise voting on these acquired shares and specified CPOs for the appointment, removal and ratification of board members, while Gómez retains other voting rights on those securities.

The transaction agreement also grants the parties mutual rights of first refusal on future transfers of these shares or other Televisa securities, and closing is conditioned on required Mexican regulatory approvals. A separate employee equity compensation trust holds large share blocks with voting controlled by a technical committee that includes Gómez but does not give him unilateral power, underscoring that governance influence depends on the detailed voting arrangements rather than simple ownership percentages.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

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)

Bernardo Gomez Martinez
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

CUSIP No. 40049J206

1

Name of reporting person

Bernardo Gomez Martinez

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 0.00
8	Shared Voting Power 18,226,505,907.00
9	Sole Dispositive Power 18,226,505,907.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

18,226,505,907.00

12

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

13

Percent of class represented by amount in Row (11)

5.35 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

The Shares reported herein consist of (i) 14,247,435,527 A Shares representing 12.0% of the outstanding A Shares; (ii) 951,516,830 B Shares representing 1.7% of the outstanding B Shares; (iii) 1,513,776,775 D Shares representing 1.8% of the outstanding D Shares; and (iv) 1,513,776,775 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

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)	Bernardo Gomez Martinez
(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. 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 Alfonso de Angoitia Noriega ("AAN"), 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 38,699,325 CPOs held by the Reporting Person prior to the entry into the Transaction Agreement (the "B Specified CPOs") and 38,580,509 CPOs held by AAN prior to the entry into the Transaction Agreement (the "A 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 B 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, AAN, 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.
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 AAN.

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.

Bernardo Gomez Martinez

Signature:	/s/ Bernardo Gomez Martinez
Name/Title:	Bernardo Gomez Martinez
Date:	01/05/2026

FAQ

What percentage of Grupo Televisa (TV) does Bernardo Gómez Martínez report owning?

He reports beneficial ownership of 18,226,505,907 shares, representing 5.35% of Grupo Televisa’s share capital, based on outstanding shares as of March 31, 2025.

How is Bernardo Gómez Martínez’s Grupo Televisa (TV) stake distributed across share classes?

His reported stake consists of 14,247,435,527 A Shares, 951,516,830 B Shares, 1,513,776,775 D Shares, and 1,513,776,775 L Shares, using the issuer’s disclosed outstanding totals.

What transaction did Bernardo Gómez Martínez agree to on January 5, 2026 involving Grupo Televisa (TV) shares?

On January 5, 2026, he entered into a transaction agreement to acquire 13,166,166,402 A Shares from the Azcarraga Trust in exchange for available cash on hand of Ps. 963,151,805.

What special voting arrangements are linked to the newly acquired Grupo Televisa (TV) A Shares?

Under the transaction agreement, Emilio Fernando Azcárraga Jean, through the Azcarraga Trust, has the right to exercise voting rights on the acquired A Shares and specified CPOs for board member appointment, removal and ratification, subject to conditions about his status and trust ownership, while Bernardo Gómez Martínez retains other voting rights on those securities.

Are there transfer restrictions or rights of first refusal related to these Grupo Televisa (TV) shares?

Yes. If Azcárraga (directly or via the Azcarraga Trust), Alfonso de Angoitia Noriega, or Bernardo Gómez Martínez intends to transfer the acquired A Shares or other Televisa securities (including CPOs), the other parties have a right of first refusal to buy them at the proposed sale price.

What regulatory approvals are required for the Grupo Televisa (TV) share transaction to close?

Completion of the acquisition of the 13,166,166,402 A Shares is subject to required regulatory approval in Mexico, along with other closing conditions set out in the transaction agreement.

Does an employee trust hold additional Grupo Televisa (TV) shares mentioned in this disclosure?

Yes. The LTRP Trust, an equity compensation plan trust, 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 as of September 30, 2025, with voting controlled by a technical committee that includes Bernardo Gómez Martínez but does not give him unilateral control.