SCHEDULE: Televisa Co-CEO Boosts Stake, Secures Board Voting Rights

Grupo Televisa's Co-CEO, Alfonso de Angoitia Noriega, has acquired over 13 billion Series A shares from the Azcarraga Trust for Ps. 963 million, aiming to support the company's stability and future growth.

Summary

• Alfonso de Angoitia Noriega, Co-Chief Executive Officer of Grupo Televisa, S.A.B., reported beneficial ownership of 18,212,604,435 shares, representing 5.35% of the class.
• This ownership includes 14,244,465,127 A Shares (12.0% of outstanding A Shares), 948,902,878 B Shares (1.7% of outstanding B Shares), 1,509,618,215 D Shares (1.8% of outstanding D Shares), and 1,509,618,215 L Shares (1.8% of outstanding L Shares).
• On January 5, 2026, Noriega agreed to acquire an additional 13,166,166,402 A Shares from the Azcarraga Trust for Ps. 963,151,805 in cash.
• The transaction is intended to support the stability and potential future growth of Grupo Televisa.
• A Transaction Agreement outlines that Emilio Fernando Azcarraga Jean (through the Azcarraga Trust) will retain specific voting rights for board member appointments, removals, and/or ratifications for the acquired shares and certain CPOs, under specific conditions.
• The agreement also includes a right of first refusal for EAJ, BGM, and Noriega on transfers of these shares or other Issuer securities.
• The acquisition is subject to required regulatory approval in Mexico.

Sentiment

Score: 7

Explanation: The acquisition by a key executive, coupled with a stated purpose of supporting stability and growth, indicates a positive outlook from insider management. However, the complex voting rights arrangement and regulatory approval condition introduce some minor uncertainties.

Positives

• A key executive increasing his stake demonstrates confidence in the company's future.
• The stated purpose of supporting stability and potential growth suggests a long-term commitment from management.
• The structured voting rights agreement could ensure continuity in board leadership.

Negatives

• The transfer of voting rights for board appointments to the Azcarraga Trust, despite the share acquisition by Noriega, indicates a complex governance structure that might limit Noriega's direct influence on board composition.
• The transaction is subject to regulatory approval, introducing a potential delay or uncertainty.

Risks

• The acquisition of shares is subject to certain closing conditions, including receipt of required regulatory approval in Mexico.
• There is no assurance that the Reporting Person will proceed with any future transactions to acquire more shares, as it is subject to market conditions and regulatory approvals.

Future Outlook

The Reporting Person stated the acquisition was made "in anticipation of its potential growth in the future" and reserves the right to acquire additional shares or securities of the Issuer, subject to market conditions and regulatory approvals.

Management Comments

• "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."

Industry Context

Grupo Televisa is a major media and telecommunications company in Mexico. An executive increasing his stake and structuring voting rights with another key family trust (Azcarraga, historically significant in Televisa) suggests a focus on long-term stability and potentially strategic alignment within the leadership, which is common in family-controlled or founder-led companies in the media sector.

Comparison to Industry Standards

• NA

Corporate Governance

Related Party Transactions

• The transaction involves Alfonso de Angoitia Noriega (Co-CEO) acquiring shares from the Azcarraga Trust (benefiting Emilio Fernando Azcarraga Jean), representing a dealing between related parties (key executives/shareholders).

Stakeholder Impact

• Shareholders: The transaction could be viewed positively as a sign of insider confidence and commitment to long-term stability. The complex voting rights agreement might raise questions about governance transparency for some minority shareholders.
• Management/Employees: The stated purpose of supporting stability and growth could be positive for employee morale and long-term strategic direction.

Next Steps

• Obtain required regulatory approval in Mexico for the share acquisition.
• The Reporting Person may acquire additional shares, CPOs, or other securities of the Issuer in the future.

Key Dates

Recommendation

The acquisition by a key executive signals confidence and a commitment to the company's future, which is generally positive. However, the complex voting rights agreement, which retains significant board appointment power with the Azcarraga Trust despite the share transfer, introduces a nuanced governance structure. This, combined with the pending regulatory approval, suggests a "hold" position until the full implications of the governance structure are clearer and the transaction is finalized. The move supports stability but doesn't immediately suggest a strong catalyst for significant upside or downside.

Keywords

Grupo Televisa, Alfonso de Angoitia Noriega, Schedule 13D, Share Acquisition, Beneficial Ownership, Equity Incentive Plans, Voting Rights, Corporate Governance, Mexico, Media, Telecommunications