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Controladora Vuela Compania de Aviacion, S.A.B. de C.V.

For the period ended Dec 31, 2024. Filed Apr 30, 2025.

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About this filing

The yearly report of a company based outside the US. It covers much of what a 10-K does, and may follow accounting rules other than US ones.

FY2024 · Filed Apr 30, 2025

VLRS$7.93+8.3%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 20-F

☐REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

For the fiscal year ended December 31, 2024

OR

☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

☐SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number 001-36059

Controladora Vuela Compania de Aviacion, S.A.B. de C.V.

Controladora Vuela Compañía de Aviación, S.A.B. de C.V.

(Exact name of Registrant as specified in its charter)

Volaris Aviation Holding Company

(Translation of Registrant’s name into English)

United Mexican States O5

(Jurisdiction of incorporation or organization)

Av. Antonio Dovalí Jaime No. 70, 13 Floor, Tower B

Colonia Zedec Santa Fe

United Mexican States, Mexico City, 01210

(Address of principal executive offices)

Ricardo Martínez Gutiérrez (ir@volaris.com) Av. Antonio Dovalí Jaime No. 70, 13 Floor, Tower B, Colonia Zedec Santa Fe United Mexican States, Mexico City, 01210

(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered
American Depositary Shares (ADSs)VLRSNew York Stock Exchange
Ordinary Participation Certificates (Certificados de Participación Ordinarios or CPOs)VLRSNew York Stock Exchange
Series A shares of common stock, no par valueVOLAR AMexican Stock Exchange

Securities registered or to be registered pursuant to Section 12(g) of the Act: None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report.
Ordinary Participation Certificates (Certificados de Participación Ordinarios):898,850,497
Series A shares of common stock, no par value per share:267,126,180

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

Note — Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

☒ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

☒ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer ☒Accelerated filer ☐Non-accelerated filer ☐Emerging growth company ☐

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act.☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

U.S. GAAP ☐International Financial Reporting Standards as issued by the International Accounting Standards Board ☒Other ☐

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.

☐ Item 17☐ Item 18

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

TABLE OF CONTENTS

FORWARD-LOOKING STATEMENTS AND ASSOCIATED RISKS1
INTRODUCTION AND USE OF CERTAIN TERMS2
SUMMARY OF RISK FACTORS3
GLOSSARY OF AIRLINES AND AIRLINE TERMS5
PRESENTATION OF FINANCIAL INFORMATION AND OTHER INFORMATION8
PART I.9
ITEM 1 IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS9
ITEM 2 OFFER STATISTICS AND EXPECTED TIMETABLE9
ITEM 3 KEY INFORMATION9
ITEM 4 INFORMATION ON THE COMPANY43
ITEM 4A UNRESOLVED STAFF COMMENTS75
ITEM 5 OPERATING AND FINANCIAL REVIEW AND PROSPECTS75
ITEM 6 DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES106
ITEM 7 MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS117
ITEM 8 FINANCIAL INFORMATION122
ITEM 9 THE OFFER AND LISTING124
ITEM 10 ADDITIONAL INFORMATION133
ITEM 11 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK152
ITEM 12 DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES153
PART II.159
ITEM 13 DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES159
ITEM 14 MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS159
ITEM 15 CONTROLS AND PROCEDURES159
ITEM 16 [RESERVED]160
ITEM 16A AUDIT COMMITTEE FINANCIAL EXPERT160
ITEM 16B CODE OF ETHICS161
ITEM 16C PRINCIPAL ACCOUNTANT FEES AND SERVICES161
ITEM 16D EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES161
ITEM 16E PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS161
ITEM 16F CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT161
ITEM 16G CORPORATE GOVERNANCE162
ITEM 16H MINE SAFETY DISCLOSURE165
ITEM 16I DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS165
ITEM 16J INSIDER TRADING POLICIES166
ITEM 16K CYBERSECURITY166
PART III.167
ITEM 17 FINANCIAL STATEMENTS167
ITEM 18 FINANCIAL STATEMENTS167
ITEM 19 EXHIBITS168
EXHIBIT INDEX

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**FORWARD-LOOKING STATEMENTS AND ASSOCIATED RISKS

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.