Grupo Aeroportuario del Pacífico, S.A.B. de C.V. (NYSE: PAC · BMV: GAPB) — The Best House on the Street, Sold at the Street’s Highest Price

Target: Grupo Aeroportuario del Pacífico (“GAP”) · Exchange/Ticker: NYSE: PAC (ADR; 1 ADS = 10 Series B shares) · Local: BMV: GAPB · CIK: 0001347557 Sector: Industrials — Airport Concessions (Transportation Infrastructure) · Domicile: Guadalajara, Mexico Reporting: IFRS, Mexican pesos (Ps.) · FYE: 31 December · IPO: February 2006 (NYSE ADR) As of: 10 June 2026 · ADR price reference: ~$226 · Market cap: ~$13.5B · Enterprise value: ~$15.9B · EV/EBITDA: ~11–12.5x · Shares (post-merger): ~595M (~59.5M ADS-equiv.)

⚡ The Author’s Take

This block is the author’s own independent opinion and general information only — it is not investment advice. The analytical body of this article that follows it takes no position and carries no price target; this opening block is the single exception.

Verdict: HOLD — the best airport franchise in Mexico, fairly priced for its quality, with the least balance-sheet cushion in the group and a traffic air-pocket that needs to clear. Accumulate on weakness, not at the full price. Not a short. At ~$226 the ADR is near a 52-week low ($207–$300) and — unlike ASUR — actually sits mid-range against its own ten-year valuation (~50th percentile), with a real ~3.6% dividend and, crucially, a tariff reset that went the right way. But it is still the richest absolute multiple of the trio (~11–12.5x EV/EBITDA, a premium even to developed-market peers) with no EM-discount cushion left, the highest leverage (~2.0x net debt/EBITDA), the highest low-cost-carrier concentration (Volaris+Viva ~25.5%), and it just issued ~18% new equity in the CBX/AMP combination. Directional fair-value zone: I’d want it toward ~10x EV/EBITDA and the low end of its own history — roughly the high-$180s to ~$210 ADR (around the 52-week low and below) — before the risk/reward is compelling. At $226 it is fair for the quality, but offers no margin of safety into a softening tape. Conviction: medium.

Tag: “The best house on the street, sold at the street’s highest price, just as the block went quiet.”

GAP is genuinely the highest-quality of Mexico’s three airport groups, and I want to be clear that this is a better business than ASUR: fourteen government-granted local monopolies spread across five uncorrelated demand engines — the Guadalajara nearshoring/business hub, the unique CBX cross-border bridge into San Diego, the Los Cabos/Puerto Vallarta beach-leisure leg, the Bajío/Hermosillo industrial belt, and Jamaica — so no single asset is more than ~28% of revenue (versus Cancún’s ~78% at ASUR). That diversification is a wider, more durable moat, and it earned its keep in 2025: where ASUR’s regulator cut its tariffs, GAP’s 2025–2029 reset was revenue-accretive (aeronautical +19%, EBITDA +18%), because GAP folded the higher concession fee into its tariff reference base. The nearshoring core (Guadalajara) is a secular, not cyclical, growth vector and it held flat (+0.9%) through the 2026 air-pocket while the leisure assets fell. This is the quality name of the group, and at the ~50th percentile of its own history it is more reasonably valued versus itself than ASUR is.

So why only HOLD? Three reasons the full price doesn’t compensate for. First, the multiple has no cushion: at ~11–12.5x EV/EBITDA GAP trades above AENA/Fraport/Zürich despite a finite 2048 (Mexico) / 2033 (Jamaica) concession life, peso risk, and a regulator that has shown — at ASUR — it will extract by decree at the next reset. The market is paying the quality name full freight. Second, the balance sheet and the cap table just got worse, deliberately: GAP is the most-levered group at ~2.0x and debt-funds ~70% of its mandated ~Ps.43bn capex, it just bought the remaining 25% of declining-traffic CBX (4.3M→4.0M crossings) for $487.5m of fresh debt, and it issued ~18% new shares to internalize the AMP fee — a governance cleanup I applaud but which, on a fee-only basis, looks fully-to-over-priced; it’s even floating a FIBRA to sell a minority slice of its crown-jewel concessions to fund capex, a sign the balance sheet is stretched. Third, the 2026 tape is negative: traffic is down ~6% YTD with Puerto Vallarta −17% and Tijuana −10.5% — mostly Hurricane Melissa + Easter timing + Volaris capacity cuts, but layered over the same US-leisure normalization that is hitting Cancún, arriving at GAP with a lag. Framing: a quality compounder at a full price with a thinned cushion, into a cyclical air-pocket — the textbook “great business, wrong entry.” What flips me bullish: H2-2026 traffic inflecting positive as Melissa/Easter/Volaris wash out with Guadalajara nearshoring still leading, and a cheaper entry. What flips me bearish: the beach/cross-border softness proving structural, a Volaris capacity retrenchment, or a punitive 2029 reset hitting a ~2x-levered, post-dilution balance sheet. Own the franchise — just not at this price.

1. Executive Summary

Grupo Aeroportuario del Pacífico (GAP) is the largest-traffic and most diversified of Mexico’s three listed airport-concession operators. It runs 14 airports — 12 in Mexico (anchored by Guadalajara, the country’s #2–3 airport and GAP’s hub; Tijuana, which incorporates the unique CBX cross-border pedestrian bridge into San Diego; the beach-leisure gateways Los Cabos and Puerto Vallarta; plus the Bajío/Hermosillo industrial belt and smaller regional fields) and 2 in Jamaica (Montego Bay and Kingston). It carried 63.7 million passengers in 2025, is NYSE-listed since 2006 as an ADR (1 ADS = 10 Series B shares), and reports in Mexican pesos under IFRS.

The central analytical truth about GAP is that it is the highest-quality franchise of the Mexican trio — diversified across five uncorrelated demand engines, with a regulator that just dealt it a favorable hand — but it carries the group’s richest valuation, highest leverage, and a deliberately more aggressive 2025–26 capital-allocation posture, all into a 2026 traffic air-pocket. On the business itself the verdict is strongly positive: each airport is a legal local monopoly with near-absolute barriers to entry, the group earns ~66% ex-construction EBITDA margins, the dual-till regulatory model lets unregulated commercial upside flow to equity, and — uniquely — no single asset is more than ~28% of revenue, versus Cancún’s ~78% concentration at peer ASUR. The CBX bridge is a genuinely non-replicable asset (the only sanctioned airport pedestrian crossing into the United States).

The regulatory contrast with ASUR is the year’s most important differentiator. ASUR absorbed a punitive tariff reset in 2024 (the maximum-rate methodology was changed to a lower WACC basis; the federal concession fee rose 5%→9%). GAP’s reset took effect one cycle later (1 January 2025) and was revenue-accretive: 2025 ex-construction revenue rose +21.5% (aeronautical +19.4%, the new maximum tariffs; non-aeronautical +26.5%), and EBITDA grew +17.8% to Ps.21.3bn — because GAP successfully folded the higher concession fee into its tariff reference base. Reported net income (+12.7%; controlling Ps.9.6bn) is clean and cash-backed, with none of the FX whipsaw that depressed ASUR’s. A method note: GAP’s IFRIC-12 “improvements to concession assets” line is a zero-margin gross-up; the apparent revenue “zigzag” (FY2023 > FY2024) is a base-mismatch artifact — on a clean ex-construction basis revenue rose every year.

The capital-allocation story is where the risk concentrates. GAP runs the most levered balance sheet of the trio (~2.0x net debt/EBITDA vs ASUR’s ~0.8x net-cash profile), distributes essentially all free cash via a tax-optimized dividend/capital-reduction alternation (~3.6% yield), and debt-funds ~70% of its binding ~Ps.43bn 2025–2029 master-plan capex. In 2026 it layered three large, simultaneous moves onto that levered base: (1) the CBX/AMP “Business Combination” — issuing ~89.7m net new shares (505M → 595M, ~18% dilution) to internalize the AMP technical-assistance fee (~Ps.972m/yr) and dismantle a problematic, Aena-partnered control structure, while (2) buying the remaining 25% of declining-traffic CBX for ~$487.5m of fresh debt; and (3) initiating a FIBRA to sell a minority equity slice of its Mexican concessions to co-fund the capex. The AMP cleanup is a genuine governance positive (no single controller now); the dilution is full-to-expensive on a fee-only basis; the CBX buy-in is the weakest leg (paying up, debt-funded, for a structurally challenged asset at a cyclical/political low).

The near-term tape is negative. After +2.7% traffic in 2025, 2026 has reversed hard: Jan–Apr −6.0%, May −4.1%, led by Puerto Vallarta −17%, Montego Bay −22%, and Tijuana −10.5% — but with Guadalajara holding +0.9%. The drivers are mostly cyclical/idiosyncratic (Hurricane Melissa devastating western Jamaica in October 2025, an Easter calendar shift, Volaris/Viva fuel-driven domestic-capacity cuts, a one-off Jalisco security scare) layered over a genuine US-leisure normalization at the beach assets — the same force that hit Cancún a year earlier, arriving at GAP with a lag. The decisive distinction from ASUR: GAP’s decline is in its cyclical leg (leisure/Jamaica), while its structural core (Guadalajara nearshoring) is intact; ASUR’s decline is in its only leg.

Valuation reflects all of this. At ~11–12.5x EV/EBITDA and ~19.9x earnings, GAP is the richest of the three Mexican groups and trades at a premium even to developed-market peers — the market pays full freight for the diversification, the accretive reset, and the nearshoring growth, leaving no EM-discount cushion. Yet on its own history GAP sits at only the ~50th percentile (versus ASUR’s ~68th), so within the trio it is the better self-relative value, with a higher and more reliable dividend. This memo carries no recommendation and no price target; valuation is framed strictly in embedded-expectations and scenario terms.

2. Business Overview

2.1 What GAP does and the portfolio

GAP is a portfolio of time-limited airport operating concessions — the same legal structure as ASUR (and CAAP): it does not own the airports, it owns the right to operate them and collect tariffs for a fixed term, after which the infrastructure reverts to the state. The Mexican concessions were granted in 1998 for 50 years, expiring 2048 (~22 years left), extendable at government discretion. GAP operates 14 airports and carried 63.7 million terminal passengers in 2025 — the largest of the Mexican trio.

The defining structural fact versus ASUR is diversification. Where ASUR is ~78% one asset (Cancún), GAP’s revenue spreads across five assets none of which dominates:

2.2 The five demand engines

GAP’s portfolio is exposed to five largely-uncorrelated demand drivers — the source of its durability:

1. Guadalajara hub — Mexico’s second city, anchoring the largest electronics-manufacturing cluster outside Asia (>200 companies); a business/connecting hub and secular nearshoring beneficiary.
2. Tijuana / CBX cross-border / nearshoring — domestic + cross-border traffic feeding San Diego via the CBX bridge.
3. Los Cabos / Puerto Vallarta US beach leisure — premium-spend US inbound; GAP’s leisure leg.
4. Bajío / Hermosillo industrial nearshoring — the Bajío corridor produces over a third of Mexico’s transportation equipment.
5. Jamaica tourism — Montego Bay/Kingston Caribbean inbound.

End-market mix is ~63.5% domestic Mexican / ~36.5% international — far more domestic-weighted than ASUR (~51% international at Cancún). This diversifies GAP away from US-leisure cyclicality but ties it tightly to Mexican low-cost-carrier capacity.

2.3 The revenue model — three lines, dual-till

GAP earns the identical three revenue streams as all Mexican groups, under the same dual-till framework:

1. Aeronautical (regulated). Passenger charges (alone ~45% of total / ~58% of ex-construction revenue), landing, parking, security — capped under the dual-till tarifa máxima set per the 5-year MDP. GAP prices right up against the cap; aeronautical revenue ≈ traffic × allowed tariff.
2. Non-aeronautical / commercial (mostly unregulated). Retail/F&B/duty-free rent, car rental, advertising — plus, increasingly, businesses GAP operates directly. This is where equity value is created above the allowed return.
3. Construction / “improvements to concession assets” (IFRIC-12). A zero-margin accounting gross-up of MDP capex — revenue equals cost, no cash, no profit. Strip it before any margin/valuation work.

Aeronautical and commercial are highly recurring, contractual annuity cash flows; construction is non-recurring accounting noise.

2.4 The CBX cross-border asset and the directly-operated commercial pivot

CBX (Cross Border Xpress) is GAP’s most differentiated asset, with no analog at ASUR or OMA. It is an enclosed, ticketed pedestrian skybridge (~120m) over the US–Mexico border connecting a terminal in Otay Mesa, San Diego directly to the Tijuana airport concourse — the only dedicated airport pedestrian border crossing of its kind, effectively making Tijuana a de facto second San Diego airport for cross-border travelers. In December 2025 GAP moved to fully own CBX, acquiring the remaining 25% for ~$487.5m (it already held 75%). The skeptic’s flag: CBX crossings have been flat-to-declining — 4.29M (2023) → 4.05M (2024) → 4.02M (2025) — so the asset is genuinely unique but the growth in it is, so far, an aspiration, not a trend.

GAP’s second commercial differentiation is its directly-operated model. Where ASUR is essentially a landlord (leasing space to tenants like Dufry and collecting rent), GAP is vertically integrating into the commercial businesses themselves — cargo/bonded warehouse (GWTC), parking, VIP lounges, convenience, hotels. Directly-operated revenue rose from 29.0% of non-aero in 2023 to 47.8% in 2025. The bull read: GAP captures the full margin instead of handing it to a tenant. The bear read (and the 20-F’s own risk language): directly operating retail/cargo/hotels is operationally harder and lower-margin-per-unit than collecting rent — part of why GAP’s ex-construction EBITDA margin (~65.6%) sits below ASUR’s ~68% pure-rent margin. Diversification and vertical integration buy durability and a higher revenue ceiling, not peak margin.

Verdict. A clean, high-margin, cash-generative portfolio of sovereign airport-monopoly concessions — the most diversified of the Mexican trio, with two genuinely differentiated features versus ASUR: the unique CBX cross-border asset and an aggressive directly-operated commercial model. The business model is excellent; the qualifiers are the 2033 Montego Bay cliff, the higher domestic/LCC dependence, and a commercial pivot whose execution risk is real.

3. Industry Dynamics

3.1 The asset class and the Mexican framework

Listed airport operators are regulated-utility-like infrastructure: volumes track GDP and air travel; tariffs are return-regulated or inflation-linked; barriers to entry are near-absolute; capital intensity is high (mandated master-plan capex). The class earns high, stable margins and commands premium multiples for cash-flow durability. Mexico privatized its airports in 1998 into three regional groups (50-year concessions to 2048) under an explicit dual-till: aeronautical revenue capped per airport by a maximum rate; commercial revenue unregulated and flowing to equity. Pricing is reset every five years via the Master Development Program (MDP), which sets the maximum-rate path against committed capex, with an annual efficiency factor eroding the real rate. (The full Mexican framework — 1998 privatization, the 2023 WACC-based methodology change, the concession-fee step-up — is common to all three groups; this section emphasizes GAP’s differences.)

3.2 GAP’s 2025–2029 reset — one cycle behind ASUR, and accretive

The single most important regulatory distinction between GAP and ASUR is timing and outcome. ASUR’s punitive reset (the October 2023 AFAC methodology change — cost-of-equity → WACC discount rate, lower risk-free averaging, efficiency factor 0.70%→0.80%, concession fee 5%→9%) bit ASUR’s current 2024–2028 MDP. GAP’s 2020–2024 maximum tariffs remained in place through end-2024; the new WACC-based regulation applied to GAP only from 1 January 2025. On 27 August 2024 the SICT approved GAP’s 2025–2029 MDPs, with committed Mexican capex of ~Ps.43.2bn (Guadalajara ~44%).

Crucially, GAP secured a materially better reset than ASUR — and the numbers prove it. FY2025 ex-construction revenue grew +21.5%, of which aeronautical +19.4% “mainly attributable to the implementation of the new maximum tariffs,” versus ASUR’s +2.6%. Two structural reasons GAP got the better hand: (i) it entered the new-methodology cycle a year later, with a clean forward window and a large committed-capex base (which increases the regulated asset base the allowed return is earned on); and (ii) it successfully folded the concession-tax step-up into its reference value — the 20-F is explicit that the excess concession-tax payments made during 2024 were “incorporated as an addition to the reference value in the 2025–2029 ordinary review.” Where ASUR absorbed the 5%→9% fee as a permanent ~4-point margin drag, GAP got partial tariff compensation for it. The year’s central irony: GAP’s own MDP reset hit in 2025, yet EBITDA grew ~+18% — the reset was a tailwind, not a tax. OPEN QUESTION: GAP has not disclosed the precise allowed WACC or the cumulative tariff uplift; the apparent generosity should be pressure-tested against the next (2029) review, which — given the regulator’s demonstrated extractability at ASUR — could mean-revert.

3.3 The three Mexican groups, and why GAP earns the richest multiple

GAP commands the richest multiple because it pairs the widest, most-durable demand base with a structurally fresher (nearshoring) growth vector, a unique CBX asset, and — uniquely — a regulatory reset that went the right way. The premium is earned on durability, not a single trophy asset. The risk to the premium: GAP is most exposed to a Volaris/domestic-LCC pull-down and carries the 2033 Jamaica cliff, so a multiple at the top of the trio leaves the least margin of safety if the 2026 air-pocket proves structural.

3.4 The 2026 traffic reversal

The “GAP growing while ASUR shrinks” framing was true for 2025 but has reversed sharply in 2026 — the most important near-term update. Mexican terminal traffic ran 63.5M (2023) → 62.2M (2024) → 63.7M (2025, +2.5%), then rolled over: Jan +1.2%, Feb −3.2%, Mar/Apr −7.6%, May −4.1%; Jan–Apr total −6.0%. April by airport: Puerto Vallarta −17.0%, Montego Bay −22.0%, Tijuana −10.5%, Los Cabos −8.1% — but Guadalajara +0.9%.

Decomposing the cause (the key analytical question — cyclical or structural?):

• Cyclical/transient (the bulk): the Easter calendar shift distorting Q1–Q2 optics; Hurricane Melissa (Cat-5, 28 October 2025) devastating the Montego Bay catchment (explains the −22% collapse); Volaris/Viva fuel-driven domestic capacity cuts (Volaris cut domestic ASMs −5.3% in April and withdrew FY2026 guidance); and a one-off Jalisco security scare flagged as a Q1 drag on Guadalajara.
• Potentially structural (the worry): US-leisure normalization arriving with a lag at Los Cabos/PV — the same force hitting Cancún. PV −17% and Los Cabos −8% are too large to be pure calendar noise.

The read: the air-pocket is mostly cyclical/idiosyncratic, layered over a real structural softening in US-leisure — but it is concentrated in GAP’s cyclical leg, while the nearshoring core (Guadalajara +0.9%) is not rolling over. That is the decisive distinction from ASUR, whose core (Cancún) is the thing in decline. OPEN QUESTION: how much of the PV/Los Cabos/TIJ decline is Volaris capacity (recoverable when fuel normalizes) vs. a structural demand step-down? The H2-2026 prints, once calendar noise clears, are decisive.

3.5 The LCC-concentration risk

GAP carries the highest low-cost-carrier concentration of the trio. In 2025 the largest carriers’ passenger charges were Volaris 17.2%, Viva 8.3%, Aeroméxico 4.2%, American 4.1% — Volaris + Viva alone ≈ 25.5% of revenue. A monopoly on the airport does not protect against concentration on the airline side: if Volaris pulls down domestic capacity, GAP’s domestic-heavy (63.5%) portfolio is hit hardest — which is live, not theoretical, in 2026. Mexican cabotage law (barring foreign carriers from domestic point-to-point) limits GAP’s airline diversification — the barrier that protects the LCCs also makes GAP dependent on them.

3.6 Jamaica

GAP’s two Jamaican airports are a genuine USD/UK-tourism diversifier but the lowest-quality corner of the portfolio: Montego Bay (74.5%-owned) expires 2033 with no extension provision — a distinct, nearer terminal-value cliff that ASUR’s portfolio lacks; Jamaican charges are set under a RAB-style price-cap (closer to a single-till, so commercial upside is less freely retained); concession taxes are harsh (Montego Bay 27%, Kingston ~53% of gross revenue); and Jamaica is GAP’s most catastrophe-exposed jurisdiction (Hurricane Melissa).

3.7 Industry verdict — Greenwald + Marathon

Structurally the strongest franchise of the Mexican trio, with the same growing political-extraction caveat — and now a cyclical traffic reversal to weigh against the regulatory tailwind. Through Greenwald’s lens, each GAP airport is a legal local monopoly with absolute in-catchment barriers, demand captivity, and scale — financially evidenced by ~66% ex-construction EBITDA margins — and GAP’s distinctive feature is diversified captivity across five uncorrelated pools plus the non-replicable CBX micro-monopoly. Through Marathon’s capital-cycle lens, GAP’s read is more favorable than ASUR’s: GAP is pushing ~Ps.43bn of capex into nearshoring/cross-border/hub markets with secular tailwinds, whereas ASUR is building into a softening Cancún. The warning flags Marathon would still raise: the reset was generous because the regulator is rebuilding a reference base it can extract from again in 2029; state-sponsored non-economic capacity (AIFA, the army’s airport network) ignores the cycle; and GAP funds its capex with the most leverage of the trio (~2.0x) into a 2026 traffic downturn — pro-cyclical risk.

4. Competitive Position

4.1 Naming the moat

GAP combines the same three strongest Greenwald ingredients as ASUR — government-granted local monopoly + economies of scale + demand captivity — in a structurally wider but less individually-concentrated form, plus a second distinct moat:

1. Government-granted local monopoly, replicated 14 times across independent catchments rather than concentrated in one. Entry within any catchment during the concession term is absolutely barred.
2. Diversified demand captivity across five structurally-different pools — a business hub (GDL), two beach-leisure markets, a cross-border node (TIJ/CBX), an industrial belt (Bajío), and Caribbean tourism. The financial signature: ~66% ex-construction EBITDA margins and high-teens-to-low-20s ROE.
3. The non-replicable CBX asset — a second, distinct moat. Building a second pedestrian bridge across the US–Mexico border into a US airport-adjacent facility would require US federal, CBP, and binational approvals effectively unobtainable for a competitor. It is a micro-monopoly stacked on the Tijuana concession monopoly.

Switching costs are asymmetric exactly as at ASUR: zero for the passenger, absolute at the route/airline level within a catchment. Market-share stability is total by construction.

4.2 Why GAP’s diversification is a wider, more durable moat than ASUR’s

ASUR’s moat is deeper but narrower — one irreplaceable crown jewel, but the whole thesis is a single-catchment, single-end-market (leisure) bet; a shock to Riviera-Maya tourism hits ~78% of revenue at once (ASUR traffic fell −2.1% in 2025 and is still negative in 2026). GAP’s moat is shallower per-asset but wider and less-correlated — a leisure shock at Los Cabos/PV is offset by nearshoring strength at GDL/Bajío/TIJ; a Jamaica hurricane is idiosyncratic to ~9% of revenue. No single demand shock can take down 78% of GAP the way it can at ASUR. GAP’s diversification earned its keep in the very 2025 cycle that exposed ASUR’s concentration (GAP +2.7% traffic vs ASUR −2.1%). For an institution underwriting durability and terminal value, width beats depth here — which is precisely why GAP commands the richest multiple.

4.3 Pressure-testing — five honest caps

1. Finite reversion (2048 Mexico / 2033 Montego Bay). Identical Mexican clock to ASUR, plus a distinct, nearer 2033 Montego Bay cliff with no extension — likely under-priced by the market.
2. The regulated half is capped. Like ASUR, GAP prices at the tarifa máxima; operating excellence on the aero book resets each MDP. The 9% concession fee and harsh Jamaica taxes (27%/53%) are permanent margin drags.
3. The 2025–2029 reset was accretive — a genuine GAP-specific positive.
4. LCC concentration is the moat’s sharpest qualifier — Volaris+Viva ~25.5%; a domestic-capacity pull-down hits GAP’s domestic-heavy portfolio hardest, and is actively biting in 2026.
5. Cabotage protection cuts both ways — it limits GAP’s airline diversification, concentrating domestic revenue in a handful of Mexican LCCs.

4.4 GAP vs the trio

GAP holds a real, wide, and durable competitive advantage — fourteen government-granted local monopolies across five uncorrelated demand pools plus the non-replicable CBX micro-monopoly, financially evidenced by ~66% ex-construction EBITDA margins. It is a wider, more durable moat than ASUR’s single-asset version, even though no single GAP asset rivals Cancún’s dominance — and that durability, not peak margin, justifies the richest multiple of the trio.

Verdict. A durable, diversified monopoly franchise — the strongest of the trio — bounded by finite 2048/2033 reversion, the regulated-half cap, harsh Jamaica taxes, and the sharpest qualifier: the highest LCC concentration of the three groups, which is actively biting in 2026. Not a crowded market with weak differentiation; a wide, durable moat with a live airline-concentration vulnerability.

5. Growth History and Forward Opportunities

5.1 History and the 2025 recovery → 2026 reversal

GAP grew terminal passengers to 63.7M in 2025 (+2.7%, only +2.5% organic). The 2025 revenue picture was far stronger than the volume — ex-construction +21.5%, aeronautical +19.4%, non-aeronautical +26.5% — i.e. tariff/mix/inorganic-led, not volume-led, exactly as at ASUR but with GAP’s tariff reset going up (accretive) where ASUR’s was squeezed. Quality caveat: ~Ps.1.2bn of the +26.5% non-aero was inorganic GWTC cargo consolidation, and the directly-operated mix jumped to 47.8% — so a meaningful slug of 2025 “growth” is acquisition/consolidation, not organic same-store; organic is closer to the +2.5% traffic plus tariff. 2026 has then reversed.

5.2 Forward growth vectors, ranked by quality

1. Nearshoring (GDL / Bajío / Tijuana) — the highest-quality vector. A secular, structural tailwind, not a cycle: Mexico hit a record ~$41bn FDI in 9M-2025 (+15% YoY, $15.2bn manufacturing); Guadalajara anchors an electronics cluster no other Mexican city replicates at comparable scale. GDL holding +0.9% through the 2026 air-pocket is live evidence the vector is structural — the single best reason GAP’s growth is higher-quality than ASUR’s. Caveat: hostage to US trade/tariff policy and USMCA, a 2026 macro overhang.
2. CBX cross-border — unique but unproven on growth. Structurally moated and USD-linked, but crossings have been flat ~4.0–4.3M for three years; full ownership captures 100% of economics, but the 4M→8M-by-2036 vision is aspiration, not trend. Rank on optionality, not delivered momentum.
3. Commercial-per-pax / directly-operated expansion — real but execution-dependent. The organic value lever, with high incremental margin but explicit execution risk.
4. 2025–2029 MDP capacity capex (~Ps.43bn, GDL ~44%) — regulated, return-capped growth. Adds +60% terminal capacity; earns the allowed regulated return (accretive, given the favorable reset), but largely not above-WACC equity value, and built partly into the 2026 air-pocket (a Marathon caution).
5. Jamaica — lowest quality. Punitive taxes, the 2033 reversion, Hurricane Melissa — a diversifier, arguably a melting ice cube on terminal value.

Two structural moves shape the story: the CBX/AMP Business Combination (internalizes the AMP fee + dismantles a control overhang — governance positive, but ~18% dilution + ~$600m debt) and FIBRA GAP (sells a minority equity slice of the Mexican concessions to co-fund the MDP — financial engineering signaling a full balance sheet). Both are covered below.

5.3 Growth-quality verdict

GAP’s growth is higher-quality than ASUR’s — secular nearshoring vs softening leisure, and an accretive vs punitive reset — but the 2026 air-pocket demands honesty. Three deductions: much of 2025’s reported growth was tariff/mix/inorganic, not organic volume (organic ~+2.5%); the CBX growth case is unproven (flat 3 years); and the 2026 reversal is partly structural (US-leisure normalization at the beach assets). Net: medium-to-high-quality growth (the highest of the trio’s by mix), with the air-pocket the swing variable between “buy the structural nearshoring story on weakness” and “the premium is unwarranted.” OPEN QUESTION: does H2-2026 traffic inflect positive as Easter/Melissa/Volaris effects wash out, or settle at a lower leisure plateau?

6. Financial Quality

All figures Ps. thousands, IFRS, FY2025 20-F unless noted. Method note: GAP’s IFRIC-12 line is “improvements to concession assets,” recognized at zero margin (revenue ≡ cost). Reported total revenue includes it; the convenience data series (and this section’s “ex-construction” figures) exclude it. Absolute EBITDA is identical with or without the gross-up — only the margin denominator changes.

6.1 Revenue decomposition and the “zigzag”

The apparent “zigzag” (FY2023 reported 33,224 > FY2024 ex-construction 26,782) is an artifact of mixing bases — on a like-for-like ex-construction basis clean revenue rose every year (25,433 → 26,782 → 32,526). The +21.5% 2025 jump is materially better than ASUR’s +4.9% but is flattered by (i) the revenue-accretive tariff reset (passenger charges +21.9%), (ii) the GWTC cargo consolidation (+~Ps.1.2bn, inorganic), and (iii) peso translation; clean traffic-driven growth was only +2.5%.

6.2 Margins — and the MDP reset

The MDP reset (effective 1-Jan-2025) did not crush GAP’s ex-construction margin — it cost ~200bp (67.6%→65.6%), and GAP held up better than the spirit of ASUR’s reset because it took the tariff tailwind (aero +19.4%) while the offsetting drags (concession tax +43% to Ps.3.8bn scaling with revenue, cost of services +23%, D&A +23% on the new asset base, and the dilutive lower-margin cargo/directly-operated mix) only partially eroded it. Important nuance: the shift to directly-operated commercial (47.8% of non-aero, from 29% in 2023) carries cost (it’s not pure rent), so GAP is buying commercial growth with margin — a different quality than ASUR’s pure-rent model, and the reason GAP’s ~66% sits below ASUR’s ~68%. (Reconciliation note: a convenience data series carried FY2023 EBITDA ~Ps.1bn high; the correct OP+D&A figure is ~Ps.17,684m.)

6.3 Segment detail

Airport revenue concentration (aero+non-aero, FY2025): Guadalajara 28.1%, Los Cabos 16.5%, Tijuana 13.7%, Puerto Vallarta 12.6%, Montego Bay 9.4% — five airports = ~80%, far more diversified than ASUR. Segment reads: Guadalajara is the anchor (~29% of operating profit, the most profitable airport; margin fell ~420bp on the highest concession-tax/cost-mix drag); the tourism airports (Los Cabos 61.5%, PV 63.1% ex-con operating margin) are highest-margin but most US-leisure-cyclical; Tijuana is structurally the lowest-margin Mexican airport (55.2% — high concession value → larger amortization, low maximum rates) but carries the CBX optionality; Jamaica is by far the lowest-margin segment (Montego Bay 31.3%, on harsh concession taxes) and fell on the hurricane. Group total revenue/pax was ~Ps.650 (~$36) in 2025, +20% — the tariff reset, not traffic.

6.4 Balance sheet — meaningfully levered, the key contrast with ASUR

GAP runs ~2.0x net debt/EBITDA (Ps.53bn / ~$2.9bn gross debt) — NOT a net-cash fortress. This is the single biggest balance-sheet difference vs ASUR (~0.8x). GAP debt-funds ~70% of its mandated MDP capex (it funds only ~30% from operating cash flow), which is why leverage runs structurally high. Debt is predominantly peso-denominated, floating TIIE (so rising Mexican rates flow straight to interest expense — finance cost net +18% to Ps.3.5bn), plus small USD facilities and USD Jamaican debt. The CBX buy-in adds ~$600m → ~2.1x pro forma. Equity is kept deliberately thin via large distributions (it barely grows), which flatters ROE.

6.5 Cash flow & capital intensity

*2024 was a capital reduction, not a dividend. OCF is strong and grew every year (+9% to Ps.18.2bn), but capex doubled toward the binding ~Ps.43bn 2025–2029 MDP, and FCF conversion is volatile (~20–49%) and debt-dependent. Reported FCF will stay suppressed through the MDP cycle — a capex-hungry, debt-funded concession in a peak investment phase, with a worse, more debt-reliant cash-conversion profile than the high-margin EBITDA suggests.

6.6 Returns

ROE (controlling) ~43% in 2025 — strikingly high, but flattered by a thin, deliberately equity-light capital structure (distributions keep equity from growing); it is financial-engineering-elevated, not pure operating return. ROA ~11.3%. ROIC ~18–19% is the cleaner figure — genuinely high, but inflated by the IFRIC-12 intangible base carried below economic value, and the dual-till pulls realized aeronautical returns toward the allowed WACC over the cycle.

6.7 Quality of earnings

FY2025 net income is clean and high-quality — controlling Ps.9,565m (+11%), with FX noise small and shrinking (net FX loss just Ps.33m vs ASUR’s ~Ps.4.9bn swing), because GAP’s USD exposure is more naturally hedged. OCF (Ps.18.2bn) comfortably exceeds NI — the normal D&A-heavy-concession signature, no accrual red flag. Effective tax rose 26.7%→29.1%. Two flags: (1) rising non-controlling interest — NCI net income grew +65% (GWTC cargo, Jamaica minorities, CBX) — so per-ADS work must use controlling NI (Ps.9,565m), not total (Ps.10,001m); (2) the CBX/AMP combination carries real dilution (~18%) and a leverage step-up — the central forward QoE item. Mexico is not hyperinflationary — no IAS-29 distortion.

6.8 Dividends & share count

GAP returns ~Ps.7–10bn/year, alternating the legal form (dividend in 2022/23/25, capital reduction in 2024) for tax efficiency — which is why the FY2024 20-F shows Ps.0 dividend. FY2025: Ps.16.84/share; the April 2026 AGM approved a Ps.20.80/share dividend plus a new Ps.2.5bn buyback — a pro-distribution signal preceding the debt-funded CBX close. Share count: ~505M historically (falling via buybacks), but the May 2026 AMP merger issued ~89.7M net new shares → ~595M — an ~18% dilution event that reverses GAP’s non-dilutive history. All 2026E per-share work must use 595M, not 505M.

Verdict. Economics are genuinely high-quality and improve with scale, and GAP weathered its MDP reset better than ASUR — but the balance sheet (~2.0x), the debt-funded capex/FCF conversion, the fast-growing NCI leakage, and the pending ~18% dilution are the real quality-of-earnings watch-items. Do the economics improve with scale? Yes — but more of that improvement is funded by debt and shared with minorities than at the net-cash peer.

7. Capital Allocation

Verdict up front: a competent, shareholder-friendly distributor that has just made a deliberate, debt-funded step up the risk curve. GAP runs the most levered balance sheet of the trio (~2.0x), distributes essentially all free cash, and in 2025–26 layered three large simultaneous calls on capital — the debt-funded CBX buy-in, an ~18% equity issuance to internalize AMP, and a ~Ps.43bn MDP — onto that levered base. The MDP and the AMP/governance cleanup are defensible-to-good; the CBX minority buy-in at a declining asset is the weakest leg. This is a higher-beta posture than ASUR’s net-cash + special-dividend model.

7.1 Distribution philosophy

GAP returns ~Ps.7–10bn/year via the tax-driven dividend/capital-reduction alternation — shrewd, low-cost tax engineering and a genuine minority positive. The aggressive element is the funding model: GAP pays out essentially all FCF and debt-funds ~70% of mandated capex, sustaining ~2.0x leverage through the distribution. At a near-monopoly regulated asset with USD-linked tariffs, ~2x is not reckless — but it is the top of the trio’s range, rising (CBX → ~2.1x), and leaves far less cushion than ASUR if traffic turns (which, in 2026, it has). The Ps.20.80 dividend raise plus a fresh buyback in the same April 2026 meeting that precedes the debt-funded CBX close is a pro-cyclical signal.

7.2 The CBX + AMP “Business Combination” — the central question

Shareholders approved it 11 December 2025; the merger completed 7 May 2026. Two linked steps:

• AMP internalization (equity-funded). AMP (the Series BB technical-assistance vehicle) and affiliates merged into GAP, issuing 89,740,731 net new shares → 595,018,195 outstanding (~17.8% dilution), eliminating the AMP technical-assistance fee (the greater of an inflation-adjusted ~$4m floor or 5% of Mexican operating income; actual Ps.971.8m in 2025, growing).
• CBX buy-in (debt-funded). GAP acquired the remaining 25% of CBX for ~$487.5m, funded by Ps.10,718m of bonds (issued 31-Mar-2026) + ~$75m assumed debt → ~$600m incremental debt.

Is issuing ~18% of the equity to kill a ~Ps.972m/yr fee a good trade? On a fee-only basis it looks expensive: capitalize the after-tax fee (~Ps.680m) even at a rich ~20x = ~Ps.13.6bn (~$0.7–0.8bn), versus equity given up of ~18% × ~$13.5bn ≈ ~$2.4bn — roughly triple-paid. But the ~90M shares are consideration for the whole of AMP/affiliates, which carry (i) CBX economics (a real, unique asset) and (ii) governance simplification — pre-deal, AMP held Series BB with the right to appoint/remove the CEO, was 33.33% owned by Aena (a foreign state operator) inside the control bloc, and had a history of internal disputes risking shareholder-meeting deadlock. Dismantling AMP removes a related-party fee, a foreign-state control partner, and a deadlock risk in one stroke. Net read: strategically sensible (governance + a recurring fee gone), financially full-to-expensive, and dilutive — minorities trade a ~Ps.972m/yr drag for ~18% more shares and a cleaner, controller-free cap table. Whether that re-rates the multiple (governance discount removed) is the swing variable; if it doesn’t, this was an expensive way to delete a fee.

7.3 Buying the last 25% of declining-traffic CBX — Marathon lens

US$487.5m for the last 25% implies ~$1.95bn for 100% of CBX equity — against traffic that is falling (4.3M→4.0M) and demand hostage to US border policy. This is the weakest allocation leg: paying a high price, debt-funded, to take 100% of a structurally challenged, single-point-of-failure asset at what may be a cyclical-to-structural top — buying more of a falling knife. The bull defense (CBX is genuinely irreplaceable, high-margin, and full ownership lets GAP integrate Tijuana’s commercial program) is real but narrow: unique is not growing. The capital-cycle discipline test argues against paying up here.

7.4 MDP capex and FIBRA

The ~Ps.43bn 2025–2029 MDP (Guadalajara ~44%) is value-accretive under the dual-till — committed capex feeds the regulated asset base on which tariffs are set, so GAP earns a regulated return on it, sized to genuine nearshoring/leisure capacity needs. The risk is execution and funding, not returns. That funding pressure is why GAP initiated FIBRA GAP (May 2026) — an infrastructure trust to subscribe a minority equity interest in the 12 Mexican concessionaires to co-fund the MDP. This is best read as financial engineering, not a value-unlock: GAP is selling a slice of its highest-quality cash flows to outside investors to plug a capex hole rather than lever further or cut the dividend. Rational given the constraints, but the need for it signals that the “distribute-everything + debt-fund-capex” model is stretched. OPEN QUESTION: FIBRA size/structure and what fraction of concession economics is sold — undisclosed.

7.5 Compensation, alignment, control history

Board/officer compensation is lean (Series-B directors ~Ps.15.9m aggregate in 2025; AMP-designated directors received nothing from GAP); no pay-driven empire-building. The control-structure history matters: at privatization AMP won a 15% Series BB stake and outsized control rights, with a foreign operating partner (Abertis, then Aena from 2015) holding 33.33% of AMP. The 2026 combination terminates this entire structure — see.

Verdict. Lean comp and a genuinely shareholder-friendly distribution mechanism, but a capital-allocation posture materially more aggressive than ASUR’s: maximal distribution, ~2x leverage, a debt-funded buy-in of a declining unique asset, an ~18%-dilutive (full-to-expensive) internalization, and a FIBRA carve-out to fund capex. The MDP and the governance cleanup are the good news; the funding stack and the CBX price are the risk. Historically competent; in 2025–26, deliberately higher-risk.

8. Changes and Headwinds — Last Two Years (incl. SEC Sweep / Insider)

Verdict: the last two years net-weaken the thesis at the margin — a mix of genuine improvement (governance cleanup, accretive MDP reset) and added risk (dilution, releveraging, a falling-knife acquisition), arriving simultaneously with a traffic reversal in the core leisure markets and the highest leverage in the trio.

The 2026-05 Schedule 13D cluster = dissolution of the AMP control vehicle, NOT a new controller. Pre-merger, AMP (15% Series BB) was a single control vehicle holding the bloc for the Mexican families + Aena under a shareholders’ agreement. Post-merger, AMP is gone and its former members hold directly and separately under a 365-day lock-up: Laura Diez-Barroso ~10.9%, Juan Ignacio Gallardo Thurlow ~6.9% (also a GAP director), Eduardo Sánchez Navarro ~6.7%, Aena/ENAIRE ~6.55%. There is no single controlling shareholder now; the Series BB special rights persist with the individuals (residual entrenchment), but the agreement-bound, foreign-state-partnered control overhang is broken up. Insider signal: unlike ASUR (where both controlling families were buying in the open market), GAP’s 2026 Form 3/4 burst is registration + merger-consideration mechanics — no discretionary open-market buying or selling. The real insider tell — whether the families/Aena hold or distribute — is deferred to post-lock-up (~2026–2027).

6-K material-event timeline: MDP 2025–2029 approved (Aug 2024); Hurricane Melissa hits Jamaica (Oct 2025); CBX/AMP combination approved (11-Dec-2025) → bond issuance (31-Mar-2026) → AGM dividend Ps.20.80 + Ps.2.5bn buyback (22-Apr-2026) → merger completed, 595M shares (7-May-2026) → four 13Ds (7–13-May-2026) → FIBRA initiated (9-May-2026); 2026 traffic reversal throughout.

Strategic changes: the CBX/AMP combination (governance positive; ~18% dilution + ~$600m debt; mixed); the accretive 2025–2029 MDP reset (positive); FIBRA (financial engineering); and the releveraging (negative for optionality). Headwinds: the 2026 traffic reversal in the leisure/cross-border core (PV −17%, TIJ −10.5% — narrowing GAP’s diversification advantage); the highest LCC concentration (Volaris+Viva ~25.5%); ~2.0x leverage into a downturn; Hurricane Melissa/Jamaica (still depressed mid-2026); US border policy (CBX); and peso/rate risk on floating-TIIE debt. Net: GAP traded balance-sheet conservatism and a clean cap table for governance simplification and a full-priced growth/consolidation push — financed with dilution, debt, and a FIBRA carve-out — just as its core leisure/border traffic reversed. The changes increase financial and execution risk while the operating tape softens, weakening the thesis at the margin; the mitigants (monopoly assets, accretive capex, a fee permanently gone, no single controller) keep it from being a thesis-breaker.

9. Risk Analysis

The dominant near-term cluster is leisure traffic + Volaris capacity + leverage — a single down-scenario (US leisure softens structurally, Volaris retrenches, into a ~2x-levered balance sheet) compounds. The structural offset is the nearshoring core, which is not in that cluster.

10. Valuation Discussion (Embedded Expectations)

10.1 Peer comparison — reconciled to clean local-currency EVs

The USD-ADR EV/EBITDA from retail data feeds is currency-mismatched (it adds peso debt to a USD market cap, then divides by peso EBITDA, or returns null) — discard it and rebuild EV/EBITDA by hand. GAP FY2025: EBITDA ~Ps.21.3bn; net debt ~Ps.42.5bn (~$2.4bn at ~17.8 MXN/USD) → ~2.0x; market cap ~$13.5bn → EV ~$15.9bn; on ~$1.18bn EBITDA that is ~11–13.5x (third-party feeds quote ~12.5x), the richest of the trio.

(Sources: FY2025 20-F reconciliation; local-ticker P/E & yield via public data 2026-06-09 — EV/EBITDA recomputed by hand; DM multiples 2026e via sell-side aggregators; own-history valuation index 2026-06-09. Use 595M diluted shares post-merger.)

The peer read: GAP is the most expensive EM airport on EV/EBITDA — a ~40–55% premium to ASUR, ~25% to OMA — and trades at or above developed-market peers despite finite 2048/2033 concessions, peso risk, and the demonstrated regulatory extractability. The market is paying a full price for GAP’s diversification, growth, and favorable reset — there is no EM-discount cushion left. The premium is justified relative to the trio (on diversification and the better capital-cycle position) but not relative to DM peers unless you believe GAP’s nearshoring/cross-border growth durably out-compounds developed Europe — a real possibility the price already underwrites. GAP is priced as the quality name, not the value name, of the group.

10.2 Own-history percentile — the better within-trio signal

On its own ~10-year valuation history, GAP sits at the ~50th percentile (P/E 50th, P/B 58th, P/S 41st, composite ~50th) — mid-range, neither cheap nor expensive versus itself — contrast ASUR at the ~68th percentile (“down but not cheap”). So while GAP is the most expensive cross-sectionally, it is the less-stretched on a self-relative basis, having pulled back to near a 52-week low ($226 vs $300 high, $207 low) for fundamental reasons (the 2026 reversal, leverage, the ~18% dilution). GAP is the better within-trio risk/reward — a richer absolute multiple, but for a demonstrably better franchise, at the middle of its own range rather than the top of ASUR’s, with a higher and more reliable dividend.

10.3 Embedded-expectations / scenario analysis

At ~$226 (~$13.5bn market cap, ~$15.9bn EV, ~11–12.5x EV/EBITDA, ~19.9x P/E, ~50th-percentile own-history, ~3.6% yield), the market is underwriting roughly:

• Base case: the 2026 air-pocket (−6% YTD) is Easter + Hurricane Melissa + a shallow US-leisure dip that troughs in 2026 and re-accelerates to GAP’s structural ~mid-single-digit traffic CAGR; the 2025–2029 tariffs keep delivering above-inflation aeronautical growth; ~66% margins hold; the GDL hub + TIJ/CBX + Bajío nearshoring out-grow the beach/Jamaica softness; the CBX/AMP dilution is offset by the fee saving and CBX cash flow; leverage trends back below 2.0x; and the 2029 reset is not punitive.
• Bear case: 2026 is the start of structural US-leisure normalization and cross-border/CBX softening and a Volaris capacity pull-down (25.5% concentration) — flat-to-down traffic into a ~2x-levered, post-dilution balance sheet; the 2029 reset extracts; the peso weakens. In that world a ~12x multiple — richer than DM peers — is indefensible for a finite-life, levered, LCC-concentrated EM operator, and it de-rates toward OMA’s ~10x or below on softer earnings. The ~50th-percentile own-history valuation is mid, not floor.
• Bull case: GAP is the scarce, diversified, irreplaceable-CBX franchise that should trade at a DM-like multiple; the 2026 dip is calendar/weather noise; nearshoring is a multi-year secular tailwind; the AMP fee saving + FIBRA unlock + CBX ownership are accretive; and the dividend grows as MDP capex rolls off — re-rating GAP back toward $300.

The embedded expectations that most need scrutiny: (1) that the 2026 traffic reversal is transitory rather than the leading edge of the same US-leisure normalization hitting ASUR — the single most important variable, and the tape is currently negative; (2) that Tijuana/CBX cross-border growth is structural (a −10.5% April print challenges the bull pillar); (3) that the generous 2025 reset is durable and not clawed back in 2029; and (4) that ~2.0x leverage + ~18% dilution into a downturn does not impair the dividend or force a de-rating. GAP is the best franchise of the trio at the fullest price and the least balance-sheet cushion. No price target, no recommendation.

11. Variant Perception

Consensus view: the highest-quality, most-diversified Mexican airport group, deservedly trading at a premium, with a favorable tariff reset, secular nearshoring growth, a unique CBX asset, and a governance cleanup (AMP internalization) — a quality compounder to own, pulled back to a buyable level. Sell-side ratings cluster around moderate-buy/hold with targets well above spot.

Strongest bull case: GAP is the scarce, diversified, irreplaceable franchise — five uncorrelated demand engines, the non-replicable CBX bridge, ~66% margins, an accretive (not punitive) reset, and a secular nearshoring tailwind that held flat through the 2026 air-pocket while leisure fell. The dip is calendar/weather/fuel noise; the AMP fee is permanently gone; the dividend (~3.6%) grows as capex rolls off; and at the ~50th percentile of its own history with a better dividend than ASUR, it is the better within-trio risk/reward, re-rating toward $300 on any operating stabilization.

Strongest bear case: GAP is the most expensive EM airport, at a premium even to developed-market peers, with no EM-discount cushion — for a finite-life (2048/2033), peso-exposed, regulator-extractable concession. It is the most-levered group (~2.0x) and just issued ~18% new equity to internalize a fee (full-to-expensive) while debt-funding the buy-in of a declining CBX asset and floating a FIBRA to plug a capex hole. Its 2026 traffic is down ~6% with the highest LCC concentration of the trio (Volaris+Viva ~25.5%) actively cutting capacity, and the beach softness is the same structural force hitting Cancún. A punitive 2029 reset or a Volaris retrenchment de-rates a richly-valued, levered, post-dilution equity.

The assumptions that matter most: (1) Is the 2026 leisure/cross-border softness cyclical or structural? (2) Does the nearshoring core keep leading? (3) Will the 2029 reset extract? (4) Does Volaris retrench domestic capacity further? (5) Does ~2x leverage + the dilution impair the dividend?

Falsification: Bull falsified if H2-2026 traffic stays negative with Tijuana/CBX and the beach assets structurally lower and Guadalajara rolling over — confirming a richly-valued, levered operator past its cycle. Bear falsified if traffic inflects positive in H2-2026 as Melissa/Easter/Volaris wash out, Guadalajara keeps leading, and the 2029 framework holds — at which point the premium is earned and GAP re-rates.

12. Fact vs. Interpretation

13. Open Questions

1. How much of the 2026 PV/Los Cabos/Tijuana decline is recoverable Volaris capacity vs. a structural demand step-down? The H2-2026 prints decide it.
2. What is the implied CBX 100% EV multiple (~$1.95bn on ~4.0M declining pax)? GAP has not published a clean CBX EBITDA multiple.
3. FIBRA GAP size/structure and what fraction of concession economics is sold to outside investors.
4. Does the governance cleanup (AMP dissolution) actually re-rate the multiple enough to justify the ~18% dilution?
5. Post-lock-up intentions of the four blockholders (families + Aena) once the 365-day restriction rolls off (~2026–2027).
6. Will the 2029 MDP reset extract, reversing the favorable 2025 outcome?

14. What Must Be True

Bull case — what must be true: the 2026 traffic air-pocket is transitory (Easter + Melissa + Volaris fuel-driven capacity) and troughs in 2026; the nearshoring core (GDL/Bajío/TIJ) keeps leading and re-accelerates the group to mid-single-digit traffic growth; the 2025–2029 tariffs keep delivering above-inflation aeronautical revenue and the 2029 reset is benign; ~66% margins hold; the CBX/AMP dilution is offset by the fee saving and a cleaner, controller-free cap table that removes a governance discount; and the dividend grows as MDP capex rolls off. Falsification test: if H2-2026 traffic stays negative and the beach/cross-border softness proves structural and Guadalajara rolls over, the bull thesis is broken — GAP is a richly-valued, levered operator past its cycle that overpaid to grow.

Bear case — what must be true: the 2026 reversal is the start of structural US-leisure normalization at the beach assets and cross-border/CBX softening and a Volaris capacity retrenchment; the 2029 reset extracts (the regulator has shown it will at ASUR); the peso weakens; and ~2.0x leverage + the ~18% dilution + the FIBRA carve-out compress per-share value and the dividend — driving a de-rating from a premium-to-DM multiple toward OMA’s ~10x or below on lower earnings. Falsification test: if H2-2026 traffic inflects positive as Melissa/Easter/Volaris wash out, Guadalajara keeps leading, the CBX/governance cleanup re-rates the multiple, and the 2029 framework holds, the bear thesis is broken — the premium is earned.

The analytical body above takes no investment position and contains no price target; the only position in this article is the clearly-labeled The Author's Take block at the top, which is the author’s own independent opinion. Source appendix follows as Appendix B.

APPENDIX A — Standard Diligence Questionnaire

Grupo Aeroportuario del Pacífico (NYSE: PAC · BMV: GAPB) — as of 2026-06-10

Supplemental diligence questionnaire. Answers grounded in the FY2025 20-F (filed 2026-04-17), the 6-K stream, four 2026-05 Schedule 13D filings, and the public sources in Appendix B. Labels: Fact / Interpretation / Assumption.

General

What thoughtful questions have other investors asked about this company? The live institutional debates: (1) Is the 2026 traffic reversal (PV −17%, TIJ −10.5%) cyclical (Easter/Melissa/Volaris) or the start of structural US-leisure normalization? (2) Was the ~18% AMP dilution a good trade for eliminating a ~Ps.972m/yr fee, or did GAP overpay? (3) Is ~2.0x leverage prudent for the most-LCC-concentrated group heading into a downturn? (4) Does GAP deserve a premium even to developed-market airports? (5) What is GAP buying CBX’s last 25% for, against declining crossings? (Interpretation.)

Cyclicality & Earnings Nature

Are earnings at a cyclical high or low? The leisure/cross-border leg is rolling over off a 2025 recovery high; the nearshoring core (Guadalajara) is mid-cycle and structural. Group traffic is down ~6% YTD in 2026. (Fact/Interpretation)

Driven by the external environment or internal actions? Both. External: US-leisure demand, Volaris capacity, Hurricane Melissa, peso. Internal: the accretive 2025–2029 tariff reset and the directly-operated commercial build-out. (Fact)

How stable are revenues? Aeronautical and commercial are highly recurring annuity cash flows; construction is non-recurring IFRIC-12 noise. Stability is high; the level is cyclically and regulatorily sensitive, and more diversified than ASUR’s. (Fact)

Outlook for products/services? Aeronautical capped at the tarifa máxima (but on a favorable 2025–2029 base); commercial is the unregulated upside, increasingly directly operated; nearshoring is the structural growth vector. (Fact)

How big will this market be — growing, shrinking, domestic or international? ~63.5% domestic Mexican / ~36.5% international. Nearshoring (GDL/Bajío) is a secular growth market; US beach leisure (Los Cabos/PV) is normalizing down; Jamaica is hurricane-impaired. (Fact)

Business Quality & Competitive Moat

Is the industry getting more or less competitive? Within each catchment, not competitive (legal monopoly). The terms are getting worse (regulator more extractive; state-sponsored capacity), and GAP’s airline-side concentration (Volaris/Viva ~25.5%) is a rising dependency. (Fact/Interpretation)

How profitable is the business (ROIC, ROE)? ROE ~43% (flattered by a thin, equity-light structure); ROIC ~18–19%; ex-construction EBITDA margin ~65.6%. High returns, but ROE overstates economics and ROIC is inflated by the IFRIC-12 intangible base. (Fact/Interpretation)

How profitable is the industry — competitors, barriers? Three Mexican groups, each a regional monopoly; near-absolute barriers to entry. Industry margins ~40%+ ex-construction sector-wide (~66% for GAP). (Fact)

Can the business be easily understood? Yes — a three-line revenue model across 14 airports, with the CBX bridge and the directly-operated commercial mix as the GAP-specific wrinkles. (Fact)

Can it be undermined by foreign low-cost labor? No — fixed, location-bound infrastructure. (Fact)

Do brands matter? Modestly — gateway/commercial-tenant brands aid spend-per-head; the moat is the concession/location and CBX, not brand. (Interpretation)

Nature of competition? Catchment-level monopoly; competition is for the marginal traveler at catchment edges and against alternative destinations/airports (CBX competes with congested US border airports). (Fact/Interpretation)

Customers’ switching costs? Zero for the passenger; absolute at the route/airline level within a catchment. CBX has no substitute (only airport pedestrian crossing into the US). (Fact)

Financial Condition & Balance Sheet

Assets not fully recognized on the balance sheet? The concession rights are carried as amortizing IFRIC-12 intangibles below strategic/replacement value; CBX’s strategic value exceeds book. (Interpretation)

Off-balance-sheet liabilities? The binding ~Ps.43bn 2025–2029 MDP capex commitment; the ~$600m incremental CBX-buy-in debt; FIBRA structural obligations (TBD). (Fact)

How conservative is the accounting? Reasonably conservative IFRS; no IAS-29 distortion. The IFRIC-12 construction gross-up inflates revenue/depresses the blended margin (presentation artifact). Watch rising NCI and the directly-operated mix. (Fact/Interpretation)

How CapEx-hungry is the business? Very — capex doubled toward the ~Ps.43bn MDP; FCF/EBITDA conversion ~20–30%; GAP debt-funds ~70% of capex. (Fact)

Capital Allocation & Management

How much FCF does the business generate, and how is it used? Strong OCF (~Ps.18.2bn, +9%) but ~22% FCF conversion in 2025 under the capex load; cash goes to distributions, capex, and (2026) the CBX buy-in — funded partly by debt. (Fact)

Philosophy? Distribute essentially all free cash via a tax-optimized dividend/capital-reduction alternation (~3.6% yield), sustaining ~2.0x leverage; FY2026 added a Ps.20.80 dividend + Ps.2.5bn buyback. (Fact)

Significant acquisitions recently? The CBX 25% buy-in (~$487.5m) and the AMP internalization (the “Business Combination”, completed May 2026); GWTC cargo (2024). (Fact)

Buying back shares? A modest Ps.2.5bn buyback authorization — but the AMP merger issued ~89.7M net new shares (~18% dilution), a net dilution event. (Fact)

Issuing large amounts of new shares to insiders? Yes — the AMP merger issued ~90M shares to the former AMP/family/Aena holders as merger consideration (now under 365-day lock-up). (Fact)

Compensation policy? Lean (Series-B directors ~Ps.15.9m aggregate; AMP-designated directors unpaid by GAP); no pay-driven empire-building. (Fact)

Motivations of management? Post-merger there is no single controller; four ex-AMP blockholders (families + Aena) hold directly under lock-up, with residual Series BB special rights. No discretionary insider open-market buying (contrast ASUR). (Fact/Interpretation)

Valuation & Market Data

Is the stock an ADR, MLP, or K-1 issuer? An ADR (1 ADS = 10 Series B shares); no MLP/K-1. Foreign private issuer filing 20-F/6-K. (Fact)

Dividend policy? Tax-optimized alternation of dividends and capital reductions; FY2025 Ps.16.84/share, FY2026 Ps.20.80 approved (~3.6% ADR yield) — higher and steadier than ASUR. (Fact)

How profitable is the business? Highly — ~66% ex-construction EBITDA margin, ~18–19% ROIC. (Fact)

Is net income diverging from cash from operations? No adverse divergence — OCF (Ps.18.2bn) exceeds NI; FY2025 NI is clean with minimal FX noise. (Fact)

Risks & Downside

What factors would cause the stock to decline? A structural (not cyclical) leisure/cross-border traffic decline; a Volaris capacity retrenchment; a punitive 2029 reset; a peso break; a de-rating from a premium-to-DM multiple; or balance-sheet/dividend strain at ~2x leverage post-dilution. (Interpretation)

Risk of a catastrophic loss? Low — would require concession revocation or a multi-year demand collapse; the diversified monopoly base, the dividend, and the nearshoring core argue against it. (Interpretation)

Chance of a total loss? Very low. The principal risk is underperformance/de-rating from a full price + leverage, not zero-equity. (Interpretation)

Recent News & Events

Has the business environment changed recently? Yes — materially: the accretive 2025–2029 tariff reset, the CBX/AMP Business Combination (~18% dilution + governance cleanup), the FIBRA initiation, Hurricane Melissa, and the 2026 traffic reversal. (Fact)

Significant acquisitions? CBX 25% buy-in + AMP internalization (May 2026). (Fact)

Change in accounting policies? None material beyond the GWTC cargo and CBX/AMP consolidation effects (rising NCI). (Fact)

Recent changes — new markets, facilities, management? Full CBX ownership; the ~Ps.43bn MDP capacity build (GDL +60% terminal area); a dissolved control structure (no single controller); a new FIBRA vehicle in process. (Fact)

APPENDIX B — Source Appendix

Grupo Aeroportuario del Pacífico (NYSE: PAC · BMV: GAPB) — as of 2026-06-10

Public primary sources first. Every non-obvious fact in this article traces to an entry below.

Primary — SEC / regulatory filings (mirrored locally to output/PAC/sources/)

• GAP Form 20-F, FY ended 31 Dec 2025 (filed 2026-04-17). Primary source throughout — audited consolidated financials (IFRS, MXN), Item 4 (concessions, 2025–2029 MDP, tariff regulation, CBX/AMP Business Combination), Item 5 (MD&A — revenue/cost/margin walk, segment/airport data, liquidity, indebtedness, capex), Item 8 (dividends), Item 10 (capital stock), risk factors. https://www.sec.gov/Archives/edgar/data/1347557/000117184326000... (asurb path: pac-20251231.htm)
• GAP Form 20-F, FY2024 / FY2023 (filed 2025-04-24 / 2024-04-29) — multi-year trend, prior-cycle MDP/tariff terms, the 5-year selected-data table.
• GAP Form 6-K stream (2021–2026, 80+ filings) — monthly passenger-traffic releases (incl. April 2026 −7.6%, May 2026 −4.1%, by-airport detail), quarterly earnings, dividend/capital-reduction declarations, the MDP 2025–2029 approval (Aug 2024), the CBX/AMP Business Combination (Dec 2025–May 2026), the Ps.10,718m bond issuance (Mar 2026), the AGM (Apr 2026), and the FIBRA initiation (May 2026). EDGAR CIK 0001347557.
• Schedule 13D — four filings (2026-05-07 / 2026-05-13): Aena Desarrollo Internacional / Aena S.M.E. / ENAIRE (~6.55%); Laura Diez-Barroso Azcárraga (~10.9%); Juan Ignacio Gallardo Thurlow (~6.9%); Eduardo Sánchez Navarro (~6.7%) — all filed as direct holders following the AMP dissolution; 365-day lock-up. EDGAR CIK 0001347557.
• Form 3 / Form 4 corpus (Mar–May 2026) — initial ownership statements by new officers/directors + merger-consideration acquisitions; registration mechanics, not discretionary open-market trading.

Primary — company investor relations / press releases

• GAP, “Results for the Fourth Quarter of 2025” (GlobeNewswire, 2026-02-24) — net debt ~Ps.16.4bn-equivalent leverage metrics, EBITDA, 2025 traffic 63.7M.
• GAP, monthly 2026 traffic releases (GlobeNewswire/StockTitan, Feb–Jun 2026) — Jan–Apr −6.0%, April by airport (PV −17.0%, MBJ −22.0%, TIJ −10.5%, Los Cabos −8.1%, GDL +0.9%), May −4.1%.
• GAP, CBX + AMP “Business Combination” (shareholder approval 2025-12-11; merger completed 2026-05-07) — 89,740,731 net new shares → 595,018,195; CBX 25% buy-in ~US$487.5m; AMP technical-assistance fee eliminated. (GlobeNewswire / Cleary Gottlieb.)
• GAP, 2026 AGM resolutions (2026-04-22) — FY2025 dividend Ps.20.80/share + Ps.2.5bn buyback authorization.
• GAP, FIBRA GAP initiation (2026-05-09) — infrastructure trust to subscribe a minority interest in the 12 Mexican concessionaires to co-fund the ~Ps.40bn 2026–2029 MDP.

Secondary — quantitative data

• SEC EDGAR XBRL / filings index — CIK resolution, filing enumeration, corpus mirror.
• Public market data (yfinance / exchange data) — ADR price ($226), 52-week range ($207–$300), market cap, local-ticker (GAPB.MX / OMAB.MX / ASURB.MX) P/E and yields. EV/EBITDA recomputed by hand from filings (USD-ADR feed figures are currency-mismatched).
• Aggregated fundamentals & own-history valuation index — multi-period MXN statements; percentile-vs-own-history (P/E 50th, P/B 58th, P/S 41st, composite ~50th, 2026-06-09).

Secondary — industry / trade press

• Mexico Business News — 2025 Mexican airport-group traffic; nearshoring/FDI; Volaris/Viva 1Q26 loss and capacity cuts.
• American Industries — Mexico record ~$41bn 9M-2025 FDI; Guadalajara electronics cluster; Bajío manufacturing share.
• TipRanks — Volaris April 2026 domestic-capacity cut and FY26 guidance withdrawal.
• Times of San Diego / Wikipedia (CBX) — CBX history, crossings (~4M), ten-year milestone, 4M→8M-by-2036 vision.
• Jamaica Gleaner — Hurricane Melissa impact; Jamaica traffic still depressed mid-2026.
• Peer reference: ASUR (ASR) and Corporación América Airports (CAAP) public filings (FY2025 20-F) — used for the shared Mexican regulatory framework, the till-regime taxonomy, and the EM/DM peer comparison.

Peer reference

• Public filings of the two other Mexican airport groups — Grupo Aeroportuario del Sureste (ASUR / ASR) and Grupo Aeroportuario del Centro Norte (OMA / OMAB) — and Corporación América Airports (CAAP), used for the shared Mexican dual-till / MDP / tariff-reset framework, the IFRIC-12 method, the three-group comparison, and the EM/DM peer comparison.

Analytical frameworks

• Greenwald & Kahn, Competition Demystified — moat taxonomy (government-granted local monopoly + scale + diversified demand captivity; the CBX micro-monopoly), market-share-stability test, finite-concession caveat. Marathon Asset Management, Capital Returns (ed. Chancellor) — capital-cycle read: nearshoring capex into a growing market vs. leverage into a 2026 downturn; high returns attracting regulatory mean-reversion.

Note on management commentary: GAP’s positive framing of the 2025 tariff reset, the CBX growth vision, and all third-party AI-scored sentiment are treated as hypotheses/signals — validated against filings and financials before entering the analysis, never cited as evidence.