6-K

Copa Holdings, S.A. (CPA)

6-K 2025-08-08 For: 2025-06-30
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 August 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: 2Q25 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: 8/7/2025
By: /s/ Peter Donkersloot
Name: Peter Donkersloot<br>Title: CFO

Document

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EXHIBIT 99.1

Copa Holdings Reports Second-Quarter Financial Results

Panama City, Panama --- August 6, 2025. Copa Holdings1, S.A. (NYSE: CPA), today announced financial results for the second quarter of 2025 (2Q25), delivering another quarter of solid profitability and operational excellence. Key highlights include:

•Net profit of US$148.9 million or US$3.61 per share, which represents an earnings per share (EPS) increase of 25.2% compared to 2Q24.

•Net margin of 17.7% and an operating margin of 21.0%, an increase of 3.0 percentage points and 1.5 percentage points, respectively, compared to 2Q24.

•Revenue per available seat mile (RASM) of 10.7 cents, down 2.8% compared to 2Q24.

•Operating cost per available seat mile (CASM) decreased by 4.6% compared to 2Q24 to 8.5 cents, and CASM excluding fuel (Ex-fuel CASM) increased 3.2% year over year to 5.8 cents.

•The Company ended the quarter with approximately US$1.4 billion in cash, short-term and long-term investments, which represent 39% of the last twelve months’ revenues.

•The Company closed 2Q25 with an Adjusted Net Debt to EBITDA ratio of 0.6 times.

•The Company took delivery of three Boeing 737 MAX 8 aircraft, ending the quarter with a consolidated fleet of 115 aircraft – 67 Boeing 737-800, 32 Boeing 737 MAX-9, 9 Boeing 737-700, 6 Boeing 737 MAX-8, and 1 Boeing 737-800 freighter.

•In June, Copa Airlines was recognized by Skytrax – for the tenth consecutive year – as the “Best Airline in Central America and the Caribbean” and as the "Best Airline Staff in Central America and the Caribbean."

•Copa Airlines had an on-time performance for the quarter of 91.5% and a flight completion factor of 99.8%, once again positioning itself among the very best in the industry.

Subsequent events

•On August 6, 2025, the Board of Directors of Copa Holdings ratified its second dividend payment for the year of US$1.61 per share. Dividends will be paid on September 15, 2025, to shareholders of record as of August 29, 2025

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 second quarter of 2024 (2Q24).

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Management’s comments on 2Q25 results

Copa Holdings delivered strong financial results for the second quarter of 2025, underscoring the strength and resilience of its business model amid a lower year-over-year yield environment. The Company’s industry-leading net and operating margins of 17.7% and 21.0%, respectively, highlight its ability to sustain strong profitability and reinforce its leadership position in the Latin American aviation market.

Copa’s strategic focus on maintaining low ex-fuel unit costs and offering a passenger-friendly product, including top-tier on-time performance—combined with the ongoing expansion of its strategically located Hub of the Americas® in Panama—continues to strengthen its competitive advantages. These pillars remain central to consistently achieving strong financial performance.

In the second quarter, Copa reported operating revenues of US$842.6 million, a 2.8% increase compared to 2Q24. Load factor reached 87.3%, a 0.5 percentage point increase year-over-year, on a 5.8% capacity increase in ASMs. Passenger yields declined 4.1% year-over-year. As a result, passenger revenues per ASM (PRASM) decreased 3.6% to 10.1 cents, and RASM decreased 2.8% to 10.7 cents.

Operating expenses increased 0.9% year-over-year to US$666.0 million, driven primarily by capacity growth, mostly offset by a 17.0% decrease in the average fuel price per gallon. As a result, Copa Holdings reported a CASM of 8.5 cents in 2Q25, down 4.6% compared to 2Q24. Ex-fuel CASM came in at 5.8 cents, up 3.2% year over year, in line with the Company’s full-year guidance.

The increase in ex-fuel CASM was mainly driven by the non-recurrent benefit recorded in 2Q24 in the maintenance, materials, and repairs cost line, associated with the return conditions of nine aircraft lease extensions; partially offset by a 5.3% decrease in sales and distribution expenses driven by the successful execution of the Company’s NDC strategy and an 8.7% decrease in passenger servicing costs related to the year-over-year effect of the expenses related to the MAX-9 grounding in 2024.

Operating income for the quarter reached US$176.6 million, a 10.7% increase compared to the US$159.5 million in 2Q24.

Copa Holdings continues to maintain a strong balance sheet and liquidity position, closing the quarter with US$1.4 billion in cash, short-term, and long-term investments—representing 39% of the last twelve months’ revenues. This figure excludes over US$600 million in pre-delivery deposits for future aircraft deliveries.

Total debt, which is entirely related to aircraft financing, stood at US$2.1 billion, while the Adjusted Net Debt to EBITDA ratio remained at an industry-leading 0.6x. Additionally, the Company ended the quarter with 42 unencumbered aircraft in its fleet.

Copa Holdings’ second quarter results reflect the strength of a well-executed business model centered on leveraging its strategic geographic position to operate the region’s most complete and convenient network for intra-Americas travel through its Hub of the Americas® in Panama. Driven by structurally low unit costs and a passenger-friendly product with best-in-class on-time performance, the Company is well positioned to continue growing its network while delivering strong financial results.

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Outlook for 2025

The Company remains confident in its full-year outlook, reaffirming its full-year operating margin range guidance of 21% to 23% while it continues to expect capacity growth within the range of 7% to 8%.

Financial Outlook 2025<br>Guidance 2024
Capacity – YOY ASM growth 7-8% 8.6%
Operating Margin 21-23% 21.9%

Factored in this outlook is a load factor of approximately 87%, unit revenues (RASM) of around 11.2 cents, unit costs excluding fuel (Ex-Fuel CASM) of approximately 5.8 cents, and an all-in fuel price of $2.45 per gallon.

Conference Call and Webcast

The Company will hold its financial results conference call tomorrow at 11 am ET (10 am local). Details follow:

Date: August 7, 2025
Time: 11:00 AM US ET (10:00 AM Local Time)
Join by phone: https://register-conf.media-server.com/register/BI3fd974d31bd0466892173693289b7b8b
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 air 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

2Q25 2Q24 % Change 1Q25 % Change YTD25 YTD24 % Change
Revenue Passengers Carried (000s) 3,600 3,303 9.0 % 3,512 2.5 % 7,112 6,575 8.2 %
Revenue Passengers OnBoard (000s) 5,366 4,970 8.0 % 5,208 3.0 % 10,574 9,760 8.3 %
RPMs (millions) 6,859 6,446 6.4 % 6,743 1.7 % 13,602 12,573 8.2 %
ASMs (millions) 7,856 7,424 5.8 % 7,801 0.7 % 15,657 14,545 7.7 %
Load Factor 87.3 % 86.8 % 0.5 p.p 86.4 % 0.9 p.p 86.9 % 86.4 % 0.4 p.p
Yield (US$ Cents) 11.6 12.1 (4.1) % 12.7 (8.8) % 12.2 13.0 (6.7) %
PRASM (US$ Cents) 10.1 10.5 (3.6) % 11.0 (7.8) % 10.6 11.3 (6.2) %
RASM (US$ Cents) 10.7 11.0 (2.8) % 11.5 (6.9) % 11.1 11.8 (5.5) %
CASM (US$ Cents) 8.5 8.9 (4.6) % 8.8 (3.5) % 8.6 9.2 (6.1) %
CASM Excl. Fuel (US$ Cents) 5.8 5.6 3.2 % 5.8 (1.0) % 5.8 5.8 (0.6) %
Fuel Gallons Consumed (millions) 91.9 87.6 4.9 % 91.0 1.0 % 182.8 172.0 6.3 %
Avg. Price Per Fuel Gallon (US$) 2.32 2.79 (17.0) % 2.54 (8.8) % 2.43 2.84 (14.7) %
Average Length of Haul (miles) 1,905 1,952 (2.4) % 1,920 (0.7) % 1,912 1,912 %
Average Stage Length (miles) 1,231 1,253 (1.8) % 1,260 (2.3) % 1,245 1,249 (0.4) %
Departures 38,985 36,313 7.4 % 37,829 3.1 % 76,814 71,533 7.4 %
Block Hours 122,526 116,062 5.6 % 121,611 0.8 % 244,137 228,226 7.0 %
Average Aircraft Utilization (hours) 11.9 11.9 0.6 % 12.1 (1.2) % 12.0 11.7 2.1 %

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Copa Holdings, S. A. and Subsidiaries

Consolidated statement of profit or loss

(In US$ thousands)

Unaudited Unaudited % Unaudited % Unaudited Unaudited %
2Q25 2Q24 Change 1Q25 Change YTD25 YTD24 Change
Operating Revenues
Passenger revenue 797,266 781,497 2.0 % 859,025 (7.2 %) 1,656,291 1,640,222 1.0 %
Cargo and mail revenue 28,307 25,184 12.4 % 25,694 10.2 % 54,001 47,095 14.7 %
Other operating revenue 17,031 12,722 33.9 % 14,462 17.8 % 31,493 25,553 23.2 %
Total Operating Revenue 842,604 819,403 2.8 % 899,181 (6.3 %) 1,741,785 1,712,870 1.7 %
Operating Expenses
Fuel 214,106 246,011 (13.0 %) 232,160 (7.8 %) 446,266 491,363 (9.2 %)
Wages, salaries, benefits and other employees' expenses 122,289 114,878 6.5 % 117,517 4.1 % 239,807 229,193 4.6 %
Passenger servicing 25,190 27,579 (8.7 %) 25,024 0.7 % 50,214 57,263 (12.3 %)
Airport facilities and handling charges 64,652 62,768 3.0 % 65,657 (1.5 %) 130,309 123,115 5.8 %
Sales and distribution 49,429 52,210 (5.3 %) 50,261 (1.7 %) 99,691 107,704 (7.4 %)
Maintenance, materials and repairs 36,158 10,883 232.3 % 39,434 (8.3 %) 75,592 36,510 107.0 %
Depreciation and amortization 88,440 79,462 11.3 % 86,284 2.5 % 174,724 162,827 7.3 %
Flight operations 32,766 31,914 2.7 % 33,749 (2.9 %) 66,515 62,944 5.7 %
Other operating and administrative expenses 32,954 34,190 (3.6 %) 35,274 (6.6 %) 68,227 66,461 2.7 %
Total Operating Expense 665,984 659,896 0.9 % 685,360 (2.8 %) 1,351,344 1,337,378 1.0 %
Operating Profit/(Loss) 176,620 159,507 10.7 % 213,822 (17.4 %) 390,442 375,492 4.0 %
Operating Margin 21.0 % 19.5 % 1.5 p.p 23.8 % -2.8 p.p 22.4 % 21.9 % 0.5 p.p
Non-operating Income (Expense):
Finance cost (23,285) (20,632) 12.9 % (23,233) 0.2 % (46,518) (39,472) 17.9 %
Finance income 15,377 13,537 13.6 % 15,792 (2.6 %) 31,170 27,284 14.2 %
Gain (loss) on foreign currency fluctuations 910 (16,097) nm 1,370 (33.6 %) 2,280 (20,010) nm
Net change in fair value of derivatives (1,688) 2,533 nm (2,434) (30.7 %) (4,122) 2,525 nm
Other non-operating income (expense) 6,228 1,766 252.7 % 1,428 336.2 % 7,656 1,654 362.9 %
Total Non-Operating Income/(Expense) (2,458) (18,892) (87.0 %) (7,077) (65.3 %) (9,535) (28,019) (66.0 %)
Profit before taxes 174,162 140,615 23.9 % 206,744 (15.8 %) 380,906 347,472 9.6 %
Income tax expense (25,253) (20,362) 24.0 % (29,978) (15.8 %) (55,231) (51,154) 8.0 %
Net Profit/(Loss) 148,908 120,253 23.8 % 176,766 (15.8 %) 325,675 296,318 9.9 %
Net Margin 17.7 % 14.7 % 3.0 p.p 19.7 % -2.0 p.p 18.7 % 17.3 % 1.4 p.p
Basic Earnings Per Share (EPS) 3.61 2.88 25.3 % 4.28 (15.7) % 7.89 7.07 11.6 %
Shares for calculation of Basic EPS (000s) 41,246 41,715 (1.1) % 41,292 (0.1) % 41,268 41,883 (1.5) %

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Operating revenue

Consolidated revenue for 2Q25 totaled US$842.6 million, a 2.8% increase from operating revenue in 2Q24.

Passenger revenue totaled US$797.3 million, a US$15.8 million or 2.0% increase compared to 2Q24, driven by a 6.4% year-over-year increase in revenue passenger miles (RPMs), offset by a 4.1% decrease in passenger yield. The second-quarter results are mostly comprised of flown passenger ticket revenue and passenger-related ancillary revenue.

Cargo and mail revenue totaled US$28.3 million, a 12.4% increase compared to the same period in 2024, due to an increase in cargo volumes.

Other operating revenue totaled US$17.0 million, a 33.9% increase year-over-year, mostly due to an increase in ConnectMiles revenues from non-air partners.

Operating expenses

Consolidated operating costs for 2Q25 totaled US$666.0 million, a 0.9% increase compared to 2Q24, mainly driven by higher capacity and Maintenance, materials, and repairs costs, mostly offset by lower fuel, passenger-servicing, and sales and distribution expenses.

Fuel totaled US$214.1 million, a decrease of US$31.9 million or 13.0% compared to the same period in 2024, due to a 17.0% lower effective fuel price partially offset by a 4.9% increase in fuel gallons consumed.

Wages, salaries, benefits, and other employee expenses totaled US$122.3 million, a 6.5% increase compared to the same period in 2024, mainly driven by growth in operational staff to support additional capacity.

Passenger servicing totaled US$25.2 million, an 8.7% decrease compared to the same period in 2024, mainly driven by the year-over-year effect of expenses related to the grounding of the MAX 9 in 2024.

Airport facilities and handling charges totaled US$64.7 million, a 3.0% increase compared to the same period in 2024, mostly related to a 7.4% increase in departures, partially offset by changes in the mix of routes.

Sales and distribution totaled US$49.4 million, a 5.3% decrease compared to the same period in 2024, due to a reduction in the Company’s distribution costs as a result of higher penetration of both direct sales and lower-cost NDC travel agency channels.

Maintenance, materials, and repairs totaled US$36.2 million, an increase of US$25.3 million compared to the same period in 2024, mainly due to the non-recurrent benefit recorded in 2Q24 associated with the return conditions of nine aircraft lease extensions.

Depreciation and amortization totaled US$88.4 million, an 11.3% increase compared to the same period in 2024, due to an increase in amortization expenses related to aircraft and maintenance events, and the year-over-year effect of the amortization of the compensation for the 737 MAX-9 fleet.

Flight operations totaled US$32.8 million related to overflight fees, a 2.7% increase compared to the same period in 2024, mainly driven by an increase of 5.6% in block hours, partially offset by the year-over-year effect of the reversal of prior period provisions.

Other operating and administrative expenses totaled US$33.0 million, a 3.6% decrease compared to the same period in 2024, mainly due to a decrease in rental expenses related to cargo aircraft.

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Non-operating Income (Expense)

Consolidated non-operating income (expense) resulted in a net expense of US$(2.5) million in 2Q25.

Finance cost totaled US$(23.3) million, comprised of US$14.6 million related to loan interest expenses, US$4.5 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$15.4 million, related to proceeds from investments.

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

Net change in fair value of derivatives totaled US$(1.7) million, driven by the mark-to-market net loss of hedge transactions related to the Brazilian real.

Other non-operating income (expense) totaled US$6.2 million in 2Q25, mainly driven by a realized gain in the sale of assets during the quarter.

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Copa Holdings, S. A. and Subsidiaries

Consolidated statement of financial position

(In US$ thousands)

June 2025 December 2024
ASSETS (Unaudited) (Audited)
Cash and cash equivalents 236,171 613,313
Short-term investments 764,137 585,919
Total cash, cash equivalents and short-term investments 1,000,307 1,199,232
Accounts receivable, net 183,401 166,014
Accounts receivable from related parties 2,967 2,976
Expendable parts and supplies, net 141,190 132,341
Prepaid expenses 64,295 42,926
Prepaid income tax 5,788 11,678
Other current assets 26,028 21,711
423,669 377,647
TOTAL CURRENT ASSETS 1,423,976 1,576,879
Long-term investments 368,332 248,936
Long-term accounts receivable 3,000
Long-term prepaid expenses 3,182 8,237
Property and equipment, net 3,755,645 3,458,261
Right of use assets 308,900 309,302
Intangible, net 98,895 96,754
Net defined benefit assets 1,833 1,058
Deferred tax assets 16,772 20,749
Other Non-Current Assets 20,450 22,113
TOTAL NON-CURRENT ASSETS 4,577,008 4,165,410
TOTAL ASSETS 6,000,984 5,742,289
LIABILITIES
Loans and borrowings 219,892 254,854
Current portion of lease liability 62,062 59,103
Accounts payable 187,375 229,104
Accounts payable to related parties 792 1,624
Air traffic liability 642,594 621,895
Frequent flyer deferred revenue 146,645 132,064
Taxes Payable 62,494 55,505
Accrued expenses payable 42,009 62,673
Income tax payable 9,249 9,801
Other Current Liabilities 1,680 1,272
TOTAL CURRENT LIABILITIES 1,374,795 1,427,895
Loans and borrowings long-term 1,497,592 1,415,953
Lease Liability 271,774 270,594
Deferred tax Liabilities 60,613 37,476
Other long - term liabilities 236,096 217,626
TOTAL NON-CURRENT LIABILITIES 2,066,074 1,941,649
TOTAL LIABILITIES 3,440,868 3,369,544
EQUITY
Class A - 34,228,377 issued and 30,196,170 outstanding 23,287 23,244
Class B - 10,938,125 7,466 7,466
Additional Paid-In Capital 217,789 214,542
Treasury Stock (300,143) (291,438)
Retained Earnings 2,301,791 1,826,565
Net profit 325,675 608,114
Other comprehensive loss (15,748) (15,748)
TOTAL EQUITY 2,560,116 2,372,745
TOTAL EQUITY LIABILITIES 6,000,984 5,742,289

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Copa Holdings, S. A. and Subsidiaries

Consolidated statement of cash flows

For the six months ended

(In US$ thousands)

2025 2024
(Unaudited) (Unaudited)
Net cash flow from operating activities 484,282 470,777
Investing activities
Net Acquisition of Investments (294,697) (35,609)
Net cash flow related to advance payments on aircraft purchase contracts (60,204) 71,516
Acquisition of property and equipment (390,502) (279,052)
Proceeds from sale of property and equipment 26,448
Acquisition of intangible assets (14,342) (15,551)
Cash flow used in investing activities (733,297) (258,696)
Financing activities
Proceeds from new borrowings 165,000 108,000
Payments on loans and borrowings (122,890) (108,029)
Payment of lease liability (28,504) (32,633)
Repurchase of treasury shares (8,706) (50,402)
Dividends paid (133,027) (134,756)
Cash flow used in financing activities (128,127) (217,820)
Net (decrease) increase in cash and cash equivalents (377,142) (5,739)
Cash and cash equivalents as of January 1 613,313 206,375
Cash and cash equivalents as of June 30 $ 236,171 $ 200,636
Short-term investments 764,137 748,239
Long-term investments 368,332 258,379
Total cash and cash equivalents and investments as of June 30 $ 1,368,640 $ 1,207,254

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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) 2Q25 2Q24 1Q25 YTD25 YTD24
Operating Costs per ASM as Reported (in US$ Cents) 8.5 8.9 8.8 8.6 9.2
Aircraft Fuel Cost per ASM (in US$ Cents) 2.7 3.3 3.0 2.9 3.4
Operating Costs per ASM excluding fuel (in US$ Cents) 5.8 5.6 5.8 5.8 5.8

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