SCHEDULE: Televisa Co-CEO Boosts Stake, Secures Voting Pact

Bernardo Gomez Martinez, Co-CEO of Grupo Televisa, acquired a significant block of A Shares and entered into a voting agreement with Emilio Fernando Azcarraga Jean to support company stability.

Summary

• Bernardo Gomez Martinez acquired 13,166,166,402 Series A Shares of Grupo Televisa from the Azcarraga Trust for Ps. 963,151,805.
• This acquisition increases his beneficial ownership to 18,226,505,907 shares, representing 5.35% of the total class of securities.
• The beneficially owned shares include 14,247,435,527 A Shares (12.0% of outstanding A Shares), 951,516,830 B Shares (1.7% of outstanding B Shares), 1,513,776,775 D Shares (1.8% of outstanding D Shares), and 1,513,776,775 L Shares (1.8% of outstanding L Shares).
• A Transaction Agreement grants Emilio Fernando Azcarraga Jean (EAJ) the right to exercise voting rights for board member appointments, removals, and/or ratifications for the acquired shares and certain CPOs, under specific conditions.
• Martinez retains all other voting rights attached to the acquired shares and his specified CPOs.
• The agreement also includes a right of first refusal among Martinez, EAJ, and Alfonso de Angoitia Noriega for future transfers of the acquired shares or other Issuer securities.
• The acquisition is subject to certain closing conditions, including receipt of required regulatory approval in Mexico.

Sentiment

Score: 7

Explanation: The transaction reflects a significant insider commitment to the company's stability and future growth, which is generally positive. However, the complex voting agreement and regulatory approval condition introduce some uncertainty.

Positives

• The Co-CEO's increased stake demonstrates strong insider confidence in Grupo Televisa's future and business stability.
• The transaction is explicitly stated to support the stability of the Issuer's business and anticipates potential future growth.
• The structured voting agreement among key executives suggests a coordinated approach to corporate governance and leadership continuity.

Negatives

• The specific financial terms of Ps. 963,151,805 for 13,166,166,402 A Shares represent a very low per-share acquisition cost, which, without further context, could raise questions about the valuation or the nature of the transaction.
• The retention of significant board voting rights by Emilio Fernando Azcarraga Jean for a portion of the shares, despite Martinez's acquisition, indicates continued influence of the Azcarraga family in corporate governance.

Risks

• The acquisition of the Acquired Shares is subject to required regulatory approval in Mexico, which could delay or prevent its completion.
• Future acquisitions of Issuer securities by the Reporting Person are subject to market conditions and obtaining required regulatory approvals in the United States and Mexico, with no assurance that such transactions will proceed.

Future Outlook

The Reporting Person may acquire additional shares, CPOs, or other securities of the Issuer in the future, either from the Issuer, in the open market, or through privately negotiated purchases, subject to market conditions and regulatory approvals. The stated purpose of the transaction is to support the stability of the Issuer's business and in anticipation of its potential growth.

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

na

Corporate Governance

Related Party Transactions

• The acquisition of 13,166,166,402 A Shares by Bernardo Gomez Martinez (Co-Chief Executive Officer) from the Azcarraga Trust (a trust organized for the benefit of Emilio Fernando Azcarraga Jean, a key figure in the company) for Ps. 963,151,805.
• A Transaction Agreement dated January 5, 2026, by and among Emilio Fernando Azcarraga Jean, the Azcarraga Trust, Bernardo Gomez Martinez, and Alfonso de Angoitia Noriega, detailing voting rights and rights of first refusal concerning Grupo Televisa securities.

Stakeholder Impact

• Shareholders: The transaction signals strong insider commitment, potentially boosting investor confidence in the company's long-term stability and growth prospects. However, the complex voting arrangements might raise questions about the distribution of control.
• Management/Employees: The Co-CEO's increased stake and the stated purpose of supporting business stability could be viewed positively, reinforcing leadership's dedication.

Next Steps

• Obtain required regulatory approval in Mexico for the acquisition.
• Potential future acquisitions of Issuer securities by the Reporting Person, subject to market conditions and regulatory approvals.

Key Dates

Recommendation

The acquisition by a Co-CEO of a significant stake, coupled with a stated intent to support business stability and future growth, is generally a positive signal. However, the complex voting rights agreement, which maintains significant board influence for Emilio Fernando Azcarraga Jean, and the pending regulatory approval introduce elements of uncertainty. While the insider confidence is encouraging, the intricate governance structure warrants a 'hold' recommendation until the full implications of the voting agreement and regulatory outcomes are clearer.

Keywords

Grupo Televisa, Bernardo Gomez Martinez, Schedule 13D, Share Acquisition, Voting Agreement, Corporate Governance, Mexico, SEC Filing, Equity Stake, Azcarraga Trust