6-K

Copa Holdings, S.A. (CPA)

6-K 2025-11-20 For: 2025-09-30
View Original
Added on April 04, 2026

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

Report of Foreign Issuer

Pursuant to Rule 13a-16 or 15d-16 of

the Securities Exchange Act of 1934

Report on Form 6-K dated for the month of November 2025

Copa Holdings, S.A.

(Translation of Registrant's Name Into English)

Boulevard Costa del Este, Avenida Principal y Avenida de la Rotonda

Urbanización Costa del Este

Complejo Business Park, Torre Norte

ParqueLefevre

Panama City, Panama

(Address of principal executive offices)

(Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.)

Form 20-F X Form 40-F

(Indicate by check whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.)

Yes No X

(If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b);82- ____)

Enclosure: 3Q25 Earnings Release

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

Copa Holdings, S.A.<br><br>(Registrant)
Date: 11/20/2025
By: /s/ Peter Donkersloot
Name: Peter Donkersloot<br>Title: CFO

Document

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EXHIBIT 99.1

Copa Holdings Reports Third-Quarter Financial Results

Panama City, Panama --- November 19, 2025. Copa Holdings1, S.A. (NYSE: CPA), today announced financial results for the third quarter of 2025 (3Q25), delivering another quarter of strong profitability and operational excellence. Key highlights for the quarter include:

•Net profit of US$173.4 million or US$4.20 per share, compared to US$146.0 million or US$3.50 per share in 3Q24, representing year-over-year increases of 18.7% and 20.1%, respectively.

•Operating margin of 23.2% and net margin of 19.0%, an increase of 2.9 and 1.9 percentage points, respectively, compared to 3Q24.

•Load factor increased 1.8 percentage points year over year to 88.0% and capacity, measured in available-seat-miles (ASM), increased 5.8% compared to 3Q24.

•Revenue per available seat mile (RASM) of 11.1 cents, up 1.0% year-over-year.

•Operating cost per available seat mile (CASM) decreased 2.7% to 8.5 cents, while CASM excluding fuel decreased 0.8% to 5.6 cents.

•The Company ended the quarter with approximately US$1.3 billion in cash, short-term and long-term investments, representing 38% of the last twelve months’ revenues.

•Adjusted Net Debt to EBITDA ratio closed 3Q25 at 0.7 times.

•During the quarter, the Company took delivery of five Boeing 737 MAX 8 aircraft and added a second Boeing 737-800 freighter under an operating lease agreement. Copa Holdings’ fleet totaled 121 aircraft as of September 30, 2025.

•Copa Airlines achieved an on-time performance of 89.7% and a flight completion factor of 99.8%, maintaining its position among the best in the industry.

Subsequent events

•On November 19, 2025, the Board of Directors of Copa Holdings ratified the fourth dividend payment for this year of US$1.61 per share. Dividends will be paid on December 15, 2025, to shareholders on record as of December 1, 2025.

•As of the date of this release, the Company has taken delivery of two additional Boeing 737 MAX 8 aircraft, bringing its total fleet to 123 aircraft. The Company expects to receive one additional aircraft before the end of the year.

1 The terms “Copa Holdings” and the “Company” refer to the consolidated entity. The financial information presented in this release, unless otherwise indicated, is presented in accordance with International Financial Reporting Standards (IFRS). See the accompanying reconciliation of non-IFRS financial information to IFRS financial information included in the financial tables section of this earnings release. Unless otherwise stated, all comparisons with prior periods refer to the third quarter of 2024 (3Q24).

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Management’s comments on 3Q25 results

Copa Holdings delivered another strong quarter, reinforcing the strength of its business model and competitive advantages in the Latin American aviation market. The Company achieved industry-leading operating and net margins of 23.2% and 19.0%, respectively, supported by disciplined cost management and a healthy demand across its network.

Third-quarter operating revenues increased 6.8% year-over-year to US$913.1 million on 5.8% capacity growth, measured in ASMs. Passenger revenue increased 5.2%, cargo and mail revenue increased 21.4%, and other operating revenues increased 86.3%, mainly driven by ConnectMiles’ co-branded credit card agreement renewal.

Unit revenues or RASM increased 1.0% year-over-year to 11.1 cents. This was driven by a 1.8 percentage-point load factor increase to 88.0%, partially offset by a 2.6% decrease in yields.

CASM decreased 2.7% to 8.5 cents, and ex-fuel CASM declined 0.8% to 5.6 cents, mainly driven by lower fuel costs and maintenance expenses, respectively. The decrease in maintenance expenses reflects a realized gain from engine exchange transactions and a non-recurring benefit related to the extension of one leased aircraft. Excluding these items, ex-fuel CASM would have been 5.8 cents for the quarter.

Copa Holdings continues to maintain a solid liquidity position, ending the quarter with US$1.3 billion in cash, short-term and long-term investments—representing 38% of the last twelve months’ revenues—and an Adjusted Net Debt to EBITDA ratio of 0.7x. Additionally, the Company ended the quarter with 45 unencumbered aircraft in its fleet.

The Company remains focused on leveraging its Hub of the Americas® in Panama to deliver the region’s most complete and convenient network for intra-Americas travel. Supported by structurally low unit costs, best-in-class on-time performance, and a passenger-friendly product, Copa Holdings is well-positioned to sustain profitability and growth in the years ahead.

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Outlook for 2025 and 2026

The Company remains confident in its full-year outlook, reaffirming its guidance and narrowing the operating margin range to 22% to 23%, with expected full-year capacity growth of approximately 8%.

Financial Outlook 2025<br>Guidance 2024
Capacity – YOY ASM growth ~8% 8.6%
Operating Margin 22-23% 21.9%

Factored into this outlook is a load factor of approximately 87%, unit revenues (RASM) of approximately 11.2 cents, unit costs excluding fuel (Ex-Fuel CASM) of approximately 5.8 cents, and an all-in fuel price of $2.47 per gallon.

Preliminarily, for the full year 2026, the Company currently anticipates increasing its capacity measured in ASMs by approximately 11% to 13% compared to 2025, with unit costs excluding fuel (Ex-Fuel CASM) projected to be in the range of 5.7 to 5.8 cents.

Conference Call and Webcast

The Company will hold its financial results conference call tomorrow at 11am ET (11am local). Details follow:

Date: November 20, 2025
Time: 11:00 AM US ET (11:00 AM Local Time)
Join by phone: https://register-conf.media-server.com/register/BIe51389149b7945e08cefb08c4b0ef0b7
Webcast (listen-only): https://ir.copaair.com/events-and-presentations

About Copa Holdings

Copa Holdings is a leading Latin American provider of passenger and cargo services. The Company, through its operating subsidiaries, provides service to countries in North, Central, and South America and the Caribbean. For more information visit: copaair.com.

Investor Relations

investor.relations@copaair.com

Cautionary statement regarding forward-looking statements

This release includes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements are based on current plans, estimates, and expectations, and are not guarantees of future performance. They are based on management’s expectations that involve several business risks and uncertainties, any of which could cause actual results to differ materially from those expressed in or implied by the forward-looking statements. The Company undertakes no obligation to update or revise any forward-looking statement. The risks and uncertainties relating to the forward-looking statements in this release are among those disclosed in Copa Holdings’ filed disclosure documents and are, therefore, subject to change without prior notice.

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Copa Holdings, S. A. and Subsidiaries

Consolidated Operating and Financial Statistics

3Q25 3Q24 % Change 2Q25 % Change
Revenue Passengers Carried (000s) 3,806 3,449 10.3 % 3,600 5.7 %
Revenue Passengers OnBoard (000s) 5,695 5,187 9.8 % 5,366 6.1 %
RPMs (millions) 7,249 6,711 8.0 % 6,859 5.7 %
ASMs (millions) 8,238 7,785 5.8 % 7,856 4.9 %
Load Factor 88.0 % 86.2 % 1.8 p.p 87.3 % 0.7 p.p
Yield (US$ Cents) 11.9 12.2 (2.6) % 11.6 2.2 %
PRASM (US$ Cents) 10.5 10.5 (0.5) % 10.1 3.0 %
RASM (US$ Cents) 11.1 11.0 1.0 % 10.7 3.3 %
CASM (US$ Cents) 8.5 8.7 (2.7) % 8.4 1.4 %
CASM Excl. Fuel (US$ Cents) 5.6 5.7 (0.8) % 5.7 (0.6) %
Fuel Gallons Consumed (millions) 96.1 91.3 5.3 % 91.9 4.6 %
Avg. Price Per Fuel Gallon (US$) 2.44 2.60 (6.1) % 2.32 5.4 %
Average Length of Haul (miles) 1,905 1,946 (2.1) % 1,905 %
Average Stage Length (miles) 1,243 1,267 (1.9) % 1,231 1.0 %
Departures 40,441 37,478 7.9 % 38,985 3.7 %
Block Hours 128,263 120,975 6.0 % 122,526 4.7 %
Average Aircraft Utilization (hours) 11.9 12.0 (0.1) % 11.9 0.2 %

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Copa Holdings, S. A. and Subsidiaries

Consolidated statement of profit or loss

(In US$ thousands)

Unaudited Unaudited % Unaudited %
3Q25 3Q24 Change 2Q25 Change
Operating Revenues
Passenger revenue 861,339 818,381 5.2 % 797,266 8.0 %
Cargo and mail revenue 29,680 24,446 21.4 % 28,307 4.8 %
Other operating revenue 22,130 11,881 86.3 % 17,031 29.9 %
Total Operating Revenue 913,149 854,708 6.8 % 842,604 8.4 %
Operating Expenses
Fuel 236,809 238,714 (0.8 %) 214,106 10.6 %
Wages, salaries, benefits and other employees' expenses 124,266 117,877 5.4 % 122,289 1.6 %
Passenger servicing 27,495 26,232 4.8 % 25,190 9.2 %
Airport facilities and handling charges 70,736 65,029 8.8 % 64,652 9.4 %
Sales and distribution 52,994 49,716 6.6 % 49,429 7.2 %
Maintenance, materials and repairs 24,108 34,860 (30.8 %) 29,533 (18.4 %)
Depreciation and amortization 93,028 82,797 12.4 % 88,440 5.2 %
Flight operations 36,349 31,901 13.9 % 32,766 10.9 %
Other operating and administrative expenses 35,059 33,871 3.5 % 32,954 6.4 %
Total Operating Expense 700,844 680,998 2.9 % 659,359 6.3 %
Operating Profit/(Loss) 212,305 173,710 22.2 % 183,245 15.9 %
Operating Margin 23.2 % 20.3 % 2.9 p.p 21.7 % 1.5 p.p
Non-operating Income (Expense):
Finance cost (24,396) (23,523) 3.7 % (23,285) 4.8 %
Finance income 14,878 15,565 (4.4 %) 15,377 (3.2 %)
Gain (loss) on foreign currency fluctuations (892) (2,491) (64.2 %) 910 nm
Net change in fair value of derivatives (381) (762) (50.0 %) (1,688) (77.4 %)
Other non-operating income (expense) 1,235 6,787 (81.8 %) (397) nm
Total Non-Operating Income/(Expense) (9,556) (4,425) 116.0 % (9,083) 5.2 %
Profit before taxes 202,749 169,285 19.8 % 174,162 16.4 %
Income tax expense (29,399) (23,259) 26.4 % (25,253) 16.4 %
Net Profit/(Loss) 173,350 146,026 18.7 % 148,908 16.4 %
Net Margin 19.0 % 17.1 % 1.9 p.p 17.7 % 1.3 p.p
Basic Earnings Per Share (EPS) 4.20 3.50 20.1 % 3.61 16.3 %
Shares for calculation of Basic EPS (000s) 41,248 41,728 (1.2) % 41,246 %

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Operating revenue

Consolidated revenue for 3Q25 totaled US$913.1 million, a 6.8% increase compared to 3Q24 on 5.8% capacity growth, measured in ASMs.

Passenger revenue totaled US$861.3 million, an increase of 5.2% year-over-year, driven by an 8.0% increase in RPMs, partially offset by a 2.6% decrease in yield.

Cargo and mail revenue totaled US$29.7 million, up 21.4%, due to higher cargo volumes.

Other operating revenue totaled US$22.1 million, an 86.3% increase, mainly due to increased ConnectMiles revenues from the renewal of a co-branded credit card agreement.

Operating expenses

Consolidated operating costs for 3Q25 totaled US$700.8 million, a 2.9% increase year over year, primarily due to capacity growth, partially offset by lower fuel and maintenance costs.

Fuel totaled US$236.8 million, a decrease of 0.8%, driven by a 6.1% lower average fuel price, partially offset by a 5.3% increase in gallons consumed.

Wages, salaries, benefits, and other employee expenses totaled US$124.3 million, up 5.4%, mostly reflecting additional operational staff to support capacity growth.

Passenger servicing totaled US$27.5 million, up 4.8%, driven by a 9.8% increase in onboard passengers, partially offset by fewer operational disruptions compared to 3Q24.

Airport facilities and handling charges totaled US$70.7 million, an 8.8% year-over-year increase, mainly driven by increased departures.

Sales and distribution totaled US$53.0 million, a 6.6% increase due to higher sales for future travel.

Maintenance, materials, and repairs totaled US$24.1 million, a 30.8% decrease compared to 3Q24. This decrease reflects a realized gain from engine exchange transactions and a non-recurring benefit related to the extension of one leased aircraft.

Excluding these items, maintenance, materials, and repairs would have increased by 13.4% compared to 3Q24, driven by an increase in flight hours, higher materials consumption, and an increase in component repairs.

Depreciation and amortization totaled US$93.0 million, up 12.4%, due to higher amortization of aircraft and maintenance events.

Flight operations totaled US$36.3 million, a 13.9% year-over-year increase, mainly driven by increased block hours and the year-over-year effect of the reversal of prior period provisions.

Other operating and administrative expenses totaled US$35.1 million, up 3.5%, mainly due to an increase in IT-related expenses.

Non-operating Income (Expense)

Consolidated non-operating income (expense) resulted in a net expense of US$(9.6) million in 3Q25.

Finance cost totaled US$(24.4) million, comprised of US$15.5 million related to loan interest expenses, US$4.7 million in interest charges related to operating leases, and US$4.2 million related to the discount rate utilized for the calculation of leased aircraft charges.

Finance income totaled US$14.9 million, related to proceeds from investments.

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Gain (loss) on foreign currency fluctuations totaled US$(0.9) million, mainly driven by the fluctuation of the Colombian peso, partially offset by the appreciation of the Brazilian real.

Net change in fair value of derivatives totaled US$(0.4) million, due to mark-to-market losses on hedge positions related to the Brazilian real.

Other non-operating income (expense) totaled US$1.2 million in 3Q25.

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Copa Holdings, S. A. and Subsidiaries

Consolidated statement of financial position

(In US$ thousands)

September 2025 December 2024
ASSETS (Unaudited) (Audited)
Cash and cash equivalents 248,823 613,313
Short-term investments 742,687 585,919
Total cash, cash equivalents and short-term investments 991,509 1,199,232
Accounts receivable, net 225,586 166,014
Accounts receivable from related parties 3,111 2,976
Expendable parts and supplies, net 145,910 132,341
Prepaid expenses 69,207 42,926
Prepaid income tax 8,161 11,678
Other current assets 30,957 21,711
482,931 377,647
TOTAL CURRENT ASSETS 1,474,441 1,576,879
Long-term investments 337,601 248,936
Long-term accounts receivable
Long-term prepaid expenses 2,589 8,237
Property and equipment, net 4,024,385 3,458,261
Right of use assets 310,596 309,302
Intangible, net 101,541 96,754
Net defined benefit assets 2,106 1,058
Deferred tax assets 18,498 20,749
Other Non-Current Assets 6,669 22,113
TOTAL NON-CURRENT ASSETS 4,803,986 4,165,410
TOTAL ASSETS 6,278,427 5,742,289
LIABILITIES
Loans and borrowings 204,453 254,854
Current portion of lease liability 64,892 59,103
Accounts payable 164,694 229,104
Accounts payable to related parties 1,409 1,624
Air traffic liability 694,737 621,895
Frequent flyer deferred revenue 151,155 132,064
Taxes Payable 53,416 55,505
Accrued expenses payable 50,854 62,673
Income tax payable 9,686 9,801
Other Current Liabilities 1,495 1,272
TOTAL CURRENT LIABILITIES 1,396,790 1,427,895
Loans and borrowings long-term 1,631,823 1,415,953
Lease Liability 272,477 270,594
Deferred tax Liabilities 75,820 37,476
Other long - term liabilities 233,227 217,626
TOTAL NON-CURRENT LIABILITIES 2,213,347 1,941,649
TOTAL LIABILITIES 3,610,137 3,369,544
EQUITY
Class A - 34,229,467 issued and 30,199,961 outstanding 23,290 23,244
Class B - 10,938,125 7,466 7,466
Additional Paid-In Capital 219,021 214,542
Treasury Stock (300,143) (291,438)
Retained Earnings 2,235,380 1,826,565
Net profit 499,025 608,114
Other comprehensive loss (15,748) (15,748)
TOTAL EQUITY 2,668,290 2,372,745
TOTAL EQUITY LIABILITIES 6,278,427 5,742,289

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Copa Holdings, S. A. and Subsidiaries

Consolidated statement of cash flows

For the nine months ended

(In US$ thousands)

2025 2024
(Unaudited) (Unaudited)
Net cash flow from operating activities 751,475 659,392
Investing activities
Net Acquisition of Investments (243,008) (4,243)
Net cash flow related to advance payments on aircraft purchase contracts (174,604) 102,997
Acquisition of property and equipment (621,316) (405,045)
Proceeds from sale of property and equipment 42,447 5,878
Acquisition of intangible assets (22,828) (22,162)
Cash flow used in investing activities (1,019,309) (322,575)
Financing activities
Proceeds from new borrowings 329,800 217,000
Payments on loans and borrowings (174,875) (185,772)
Payment of lease liability (43,438) (46,837)
Repurchase of treasury shares (8,706) (50,402)
Dividends paid (199,437) (201,936)
Cash flow used in financing activities (96,656) (267,947)
Net (decrease) increase in cash and cash equivalents (364,490) 68,870
Cash and cash equivalents as of January 1 613,313 206,375
Cash and cash equivalents as of September 30 $ 248,823 $ 275,245
Short-term investments 742,687 758,560
Long-term investments 337,601 219,731
Total cash and cash equivalents and investments as of September 30 $ 1,329,111 $ 1,253,536

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Copa Holdings, S. A. and Subsidiaries

Non-IFRS Financial Measures Reconciliation

This press release includes the following non-IFRS financial measures: Operating CASM Excluding Fuel. This supplemental information is presented because we believe it is a useful indicator of our operating performance and is useful in comparing our performance with other companies in the airline industry. These measures should not be considered in isolation and should be considered together with comparable IFRS measures, in particular operating profit, and net profit. The following is a reconciliation of these non-IFRS financial measures to the comparable IFRS measures:

Reconciliation of Operating Costs per ASM
Excluding Fuel (CASM Excl. Fuel) 3Q25 3Q24 1Q25
Operating Costs per ASM as Reported (in US$ Cents) 8.5 8.7 8.4
Aircraft Fuel Cost per ASM (in US$ Cents) 2.9 3.1 2.7
Operating Costs per ASM excluding fuel (in US$ Cents) 5.6 5.7 5.7

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