Gallardo Thurlow Juan Ignacio 4
4 · Pacific Airport Group · Filed May 12, 2026
Research Summary
AI-generated summary of this filing
Pacific Airport Group Director Juan Ignacio Gallardo Receives, Cancels Shares
What Happened
- Juan Ignacio Gallardo, a director of Pacific Airport Group (PAC), reported merger-related share issuances and cancellations on May 6, 2026. Per the filing he received 23,206,837 Series B shares and 12,631,936 Series BB shares as merger consideration for shares he held in PAL Aeropuertos, S. de R.L. de C.V. At the same time, 21,628,281 Series B shares and 75,791,619 Series BB shares that he held indirectly through Aeropuertos Mexicanos del Pacifico, S.A.P.I. de C.V. (AMP) were cancelled pursuant to the merger agreement. All issuances and cancellations were non-cash (price listed as N/A).
Key Details
- Transaction date: May 6, 2026 (reported on Form 4 filed May 12, 2026).
- Transaction codes: reported as "Other acquisition or disposition" (code J) and some entries treated as derivative transactions for Series BB shares.
- Amounts: +23,206,837 Series B (acquired), -21,628,281 Series B (cancelled), +12,631,936 Series BB (acquired, derivative), -75,791,619 Series BB (cancelled, derivative).
- Price/Value: N/A — shares were issued/cancelled as part of the merger consideration (no cash exchanged).
- Shares owned after transaction: the filing does not state the total PAC holdings remaining for the reporting person.
- Footnotes of note:
- The transactions stem from a merger (Merger Agreement dated Apr 30, 2026) that issued Series B and convertible Series BB shares as consideration.
- Series BB shares are convertible 1:1 into Series B shares at the holder’s election, subject to issuer bylaws.
- Many of the cancelled shares were held indirectly by the reporting person through AMP; the reporting person disclaims beneficial ownership of AMP’s shares except for any pecuniary interest.
- Timeliness: Form 4 was filed six days after the May 6 transactions (filed May 12); this delay may be later than the standard 2-business-day reporting window under Section 16.
Context
- These entries reflect corporate reorganization/merger mechanics (issuance and cancellation of share classes) rather than open-market buying or selling; no cash trade occurred. Series BB shares are derivative/convertible instruments — treat them as convertible into Series B at the holder’s election. The reporting person’s indirect holdings via AMP are subject to a disclaimer, so reported cancellations/receipts may reflect entity-level actions rather than a direct buy/sell by the individual.
Insider Transaction Report
Form 4
Gallardo Thurlow Juan Ignacio
Director
Transactions
- Other
Series B shares
[F1]2026-05-06+23,206,837→ 23,809,569 total - Other
Series B shares
[F2][F4]2026-05-06−21,628,281→ 0 total(indirect: By AMP) - Other
Series BB Shares
[F3][F1]2026-05-06+12,631,936→ 12,631,936 total→ Series B shares (12,631,936 underlying) - Other
Series BB Shares
[F3][F2][F4]2026-05-06−75,791,619→ 0 total(indirect: By AMP)→ Series B shares (75,791,619 underlying)
Footnotes (4)
- [F1]On May 6, 2026, Grupo Aeroportuario del Pacifico, S.A.B. de C.V., (the "Issuer"), and certain other parties entered into a merger agreement, dated April 30, 2026 (the "Merger Agreement", and the transactions thereunder, the "Merger"). Pursuant to the Merger, five entities merged with and into the Issuer, each such merging entity was dissolved and the Issuer remained the surviving merged company. As consideration for the Merger, the Issuer issued new Series B shares, without par value, and Series BB shares, without par value, which have the right to convert to Series B shares (subject to certain timing conditions and notice requirements pursuant to Article Six of the Issuer's Amended and Restated Bylaws), to the shareholders of the merging entities. In connection with the Merger, the reporting person received an aggregate of 23,206,837 Series B shares and 12,631,936 Series BB shares for no cash consideration, in exchange for his shares in PAL Aeropuertos, S. de R.L. de C.V. ("PAL")
- [F2]In connection with the consummation of the Merger, on May 6, 2026, 21,628,281 Series B shares and 75,791,619 Series BB shares held indirectly by the reporting person through Aeropuertos Mexicanos del Pacifico, S.A.P.I. de C.V. ("AMP") were cancelled and terminated pursuant to the terms of the Merger Agreement.
- [F3]The Series BB shares are convertible into an equal number of Series B shares at any time, at the holder's election, and have no expiration date (subject to certain timing conditions and notice requirements pursuant to Article Six of the Issuer's Amended and Restated Bylaws).
- [F4]These securities were owned directly by AMP, which was owned 66.6% by Controladora Mexicana de Aeropuertos, S.A. de C.V., which was owned 50% by PAL. Through his control of PAL, the reporting person may have been deemed to beneficially own the securities that were directly owned by AMP. The reporting person disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that he was the beneficial owner of such securities for purposes of Section 16(a) of the Act or for any other purpose.
Signature
/s/ Alejandra Yazmin Soto Ayech, Attorney-in-Fact|2026-05-12