| FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
(Country) | 2. Issuer Name and Ticker or Trading Symbol
Pacific Airport Group [ PAC ] | 5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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| 2a. Foreign Trading Symbol
[GAP B] | |||||||||||||||||||||||||||
| 3. Date of Earliest Transaction
(Month/Day/Year) 05/06/2026 | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| 4. If Amendment, Date of Original Filed
(Month/Day/Year) |
| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Series B shares | 05/06/2026 | J(1) | 19,438,479 | A | (1) | 34,231,996 | D | |||
| Series B shares | 05/06/2026 | J(2) | 21,628,281 | D | (2) | 0 | I | By AMP(5) | ||
| Series B shares | 05/06/2026 | J(3) | 25,956,136 | A | $0 | 25,956,136 | I | By Spouse | ||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Series BB Shares | (4) | 05/06/2026 | J(1) | 25,263,873 | (4) | (4) | Series B shares | 25,263,873 | (1) | 25,263,873 | D | ||||
| Series BB Shares | (4) | 05/06/2026 | J(2) | 75,791,619 | (4) | (4) | Series B shares | 75,791,619 | (2) | 0 | I | By AMP(5) | |||
| Explanation of Responses: |
| 1. 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 19,438,479 Series B shares and 25,263,873 Series BB shares for no cash consideration. |
| 2. 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. |
| 3. These Series B shares are held by the reporting person's spouse, who received them in connection with the Merger described in footnote (1) above. The reporting person disclaims beneficial ownership of these securities, except to the extent of her pecuniary interest therein, and this report shall not be deemed an admission that she was the beneficial owner of such securities for purposes of Section 16(a) of the Securities Exchange Act of 1934 (the "Act") or for any other purpose. |
| 4. 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). |
| 5. 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 Promotora Aeronautica del Pacifico, S.A. de C.V. ("PAP"). Through her control of PAP, 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 her pecuniary interest therein, and this report shall not be deemed an admission that she was the beneficial owner of such securities for purposes of Section 16(a) of the Act or for any other purpose. |
| /s/ Santiago Riveroll, as Attorney-in-Fact for Laura Renee Diez Barroso Azcarraga | 05/12/2026 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
| * Form 4: SEC 1474 (03-26) | ||