6-K 1 omab-6k_102325.htm CURRENT REPORT OF FOREIGN ISSUER

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 UNDER

THE SECURITIES EXCHANGE ACT OF 1934

For the month of October

GRUPO AEROPORTUARIO DEL CENTRO NORTE, S.A.B. DE C.V.

(CENTRAL NORTH AIRPORT GROUP)

_________________________________________________________________

(Translation of Registrant’s Name Into English)

México

_________________________________________________________________

(Jurisdiction of incorporation or organization)

Torre Latitud, L501, Piso 5

Av. Lázaro Cárdenas 2225

Col. Valle Oriente, San Pedro Garza García

Nuevo León, México

_________________________________________________________________

(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 ☒ Form 40-F

(Indicate by check mark 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 ☒

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

Mexico City, Mexico, October 23, 2025—Mexican airport operator Grupo Aeroportuario del Centro Norte, S.A.B. de C.V., known as OMA (NASDAQ: OMAB; BMV: OMA), today reported its unaudited, consolidated financial and operating results for the third quarter 2025 (3Q25).

3Q25 summary

| § | Passenger traffic increased 7.7% during 3Q25, as compared to 3Q24, reaching 7.6 million passengers. The airports with the highest traffic growth compared to 3Q24 were Monterrey, San Luis Potosí, Chihuahua, Zihuatanejo and Zacatecas.

| § | The sum of aeronautical and non-aeronautical revenues grew 9.8%, as compared to 3Q24.

| § | Adjusted EBITDA increased by 9.0%, as compared to 3Q24, reaching Ps.2,654 million.

| § | Capital investments and major maintenance works included in the Master Development Plans (MDPs) plus strategic investments were Ps.472 million in the quarter.

OMA will hold its 3Q25 earnings conference call on October 24, 2025 at 12:00 p.m. Eastern time, 10:00 a.m. Mexico City time.

Call +1-877-407-9208 or +1-201-493-6784. The conference ID is 13756341. The conference call will also be available by webcast at: https://viavid.webcasts.com/starthere.jsp?ei=1737647&tp_key=6dacd1790b.

3Q25 Operating Results

Operations, Passengers, and Cargo

The number of seats offered increased 10.8% compared to 3Q24.

During the quarter, 3 domestic and 4 international routes started operations.

Total passenger traffic reached 7.6 million passengers, an increase of 7.7% as compared to 3Q24. During the quarter, of total traffic, 86.4% was domestic and 13.6% was international.

Domestic passenger traffic grew 7.2%, compared to 3Q24, while international traffic increased 11.2%.

The airports with the largest passenger traffic growth in volume terms as compared to 3Q24, were:

| § | Monterrey (+14.1%), on its Guanajuato, Puerto Vallarta, Toluca, Mérida, Querétaro, and Culiacán routes.

| § | San Luis Potosí (+21.7%), on its Atlanta, Dallas Fort Worth, Houston and Mexico City routes.

| § | Chihuahua (+8.2%), on its Tijuana, Monterrey and Cancún routes.

The airports with the largest passenger traffic decrease in volume terms as compared to 3Q24, were:

| § | Mazatlán (-10.2%), on its Mexico City, AIFA, Guanajuato and Los Cabos routes.

| § | Culiacán (-7.7%), on its Tijuana, Mexico City, Guadalajara and AIFA routes.

| § | Reynosa (-21.7%), on its AIFA, Cancún, Mexico City and Guadalajara routes.

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Commercial Operations

The commercial space occupancy rate in the passenger terminals was 95.5% as of September 30, 2025.

Freight Logistics Services

| § | OMA Carga’s revenues increased by 0.4%, as compared to 3Q24.

Hotel Services

| § | The NH Collection Terminal 2 Hotel had an 87.8% occupancy rate, compared to 88.4% in 3Q24, with a 4.3% increase in the average room rate to Ps.3,012 per night.

| § | Hilton Garden Inn had a 78.9% occupancy rate, compared to 76.5% in 3Q24, with a 2.8% decrease in the average room rate to Ps.3,092 per night.

Industrial Services

| § | OMA VYNMSA Aero Industrial Park: Revenues reached Ps.46.7 million, an increase of 52.6% versus 3Q24. The increase is mainly attributable to a greater number of square meters leased across four industrial warehouses, compared to 3Q24, as well as to contractual rent increases.

Consolidated Financial Results

Revenues

Aeronautical revenues increased 10.6%.

Non-aeronautical revenues increased 7.3%.

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Commercial revenues increased 7.0%, while commercial revenues per passenger reached Ps.60.3, decreasing 0.6% versus 3Q24. The line items with the largest increases were:

| § | Parking, +9.4%, driven by an increase in passenger traffic.

| § | Restaurants, +9.8%, driven by greater penetration and opening or replacement of outlets in previous quarters, as well as higher passenger traffic.

| § | VIP Lounges, +9.9%, Due to greater market penetration, primarily at the Monterrey Airport, and an increase in passenger traffic.

| § | Retail, +8.2%, driven by higher penetration and the opening or replacement of outlets in previous quarters, as well as the increase in passenger traffic.

Diversification revenues increased 8.2%, mainly due to higher revenues from Industrial Services.

Construction revenues represent the value of improvements to concessioned assets. They are equal to construction costs and generate neither a gain nor a loss. Construction revenues and costs are determined based on the advance in the execution of projects in accordance with the airports’ Master Development Programs (MDP), and variations depend on the rate of project execution.

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Costs and Operating Expenses

The sum of cost of airport services and general and administrative expenses (G&A) increased 14.4% as compared to 3Q24, mainly due to increases in Payroll, Contracted Services, and Other costs and expenses, which include, among others, higher costs and expenses related to IT services, and transportation services.

The major maintenance provision expense was Ps.28.1 million. The outstanding balance of the maintenance provision as of September 30, 2025, was Ps.2,505 million.

The airport concession tax increased 10.4% to Ps.289.6 million, as a result of the increase in revenues.

In relation to the change in the rate from 5.0% to 9.0% applied to the revenues generated by OMA’s airport concessions, pursuant to the Mexican Federal Duties Law, effective as of January 1, 2024, in the third quarter of 2025, the 4% excess of Concession Tax levied on aeronautical revenues amounted to Ps.112.5 million, equivalent to 3.2% of the sum of OMA's aeronautical and non-aeronautical revenues. This amount is included within the Ps.289.6 million recorded as Concession Tax expense in 3Q25. Under the Tariff Regulation Bases effective as of October 20, 2023, payments made to the government related to aeronautical revenues, in excess of those included in the most recent tariff revision, will be added to the reference value to be used in the next joint maximum tariff revision. Therefore, starting in January 2026, these excess airport concession taxes amounts paid will begin to be recovered through the maximum tariff.

The technical assistance fee was Ps.70.1 million, 12.1% higher, due to an increase in the EBITDA.

Total operating costs and expenses decreased 0.6%.

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Operating Income and Adjusted EBITDA

Operating Income was Ps.2,403 million, 10.8% higher than 3Q24, with an operating margin of 61.2%.

Adjusted EBITDA was Ps.2,654 million, 9.0% higher than 3Q24, with a margin of 74.8%.

*Excluding the incremental effect of the concession tax on aeronautical revenues, OMA's Adjusted EBITDA would have been Ps.2,763 million, with a margin of 77.9% during 3Q25. For the nine months ended on September 30, 2025, Adjusted EBITDA would have been Ps.7,901 million, with a margin of 77.8%.

Financing Expense and Net Income

Financing Expense was Ps.298.8 million compared to Ps.272.2 million in 3Q24. The increase is mainly due to an increase in the average debt levels.

Consolidated net income in the quarter was Ps.1,510 million, an increase of 9.1% as compared to 3Q24.

Earnings per share, based on net income of the controlling interest was Ps.3.90, and earnings per ADS was US$1.70. Each ADS represents eight Series B shares.

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MDP and Strategic Investments

In 3Q25, capital investments and major maintenance works in the MDPs and strategic investments totaled Ps.472 million, comprised of Ps.382 million in improvements to concessioned assets, Ps.89 million in major maintenance and Ps.1 million in strategic investments.

The most important investment expenditures included:

Indebtedness

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Derivatives

As of the date of this report, OMA has no financial derivatives exposure.

Cash Flow Statement

During 3Q25, cash flows from operating activities generated cash of Ps.1,940 million.

Investing activities used cash for Ps.480 million in the third quarter. Financing activities reflect mainly interest expense payments, resulting in a net cash outflow of Ps.365 million in the quarter.

The net increase in cash resulting from operating, investing and financing activities in 3Q25 was Ps.1,095 million. This, combined with the negative effect of changes in the value of cash of Ps.2.9 million, resulted in a Cash and Cash Equivalents balance as of September 30, 2025, of Ps.4,445 million.

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Relevant Events

OMA announces the appointment of provisional Board members. On October 23, 2025, the Board of Directors approved, among other matters, the resignations submitted by Pierre-Hugues Schmit and Guillaume Dubois as members of the Board. In addition, the Board approved the appointment of Jérôme Havard and Alvaro Leite as Provisional Directors, until their appointments are submitted for approval at the next Annual General Shareholders’ Meeting.

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Notes to the Financial Information

Financial statements are prepared in accordance with International Financial Reporting Standards (“IFRS”), and presented in accordance with IAS 34 “Interim Financial Reporting.” For more information, please refer to our Quarterly Financial Information submitted to the Mexican Stock Exchange (www.bmv.com.mx)

Unless stated otherwise, all comparisons of operating or financial results are made with respect to the comparable period of 2024. The exchange rates used to convert foreign currency amounts were Ps.19.6697 as of September 30, 2024, and Ps.18.3507 as of September 30, 2025.

Construction revenue, construction cost: IFRIC 12 “Service Concession Arrangements” addresses how service concession operators should account for the obligations they undertake and rights they receive in service concession arrangements. The concession contracts for each of OMA’s airport subsidiaries establishes that the concessionaire is obligated to carry out improvements to the infrastructure transferred in exchange for the rights over the concession granted by the Federal Government. The latter will receive all the assets at the end of the concession period. As a result, the concessionaire should recognize, using the percentage of completion method, the revenues and costs associated with the improvements to the concessioned assets. The amount of the revenues and costs so recognized should be the price that the concessionaire pays or would pay in an arm’s length transaction for the execution of the works or the purchase of machinery and equipment, with no profit recognized for the construction or improvement. The application of IFRIC 12 does not affect operating income, net income, or EBITDA, but does affect calculations of margins based on total revenues.

Capital investments: includes investments in fixed assets (including investments in land, machinery, and equipment) and improvements to concessioned properties under the Master Development Plan (MDP) plus strategic investments.

Strategic Investments: Refers only to those capital investments additional to the Master Development Program.

Passengers and Terminal passengers: All references to passenger traffic volumes are to Terminal passengers, which includes passengers on the three types of aviation (commercial, charter, and general aviation), and excludes passengers in transit. The definition of terminal passengers of OMA may differ from the definition utilized by its shareholder VINCI Airports.

Adjusted EBITDA and Adjusted EBITDA margin: OMA defines Adjusted EBITDA as EBITDA less construction revenue plus construction expense and maintenance provision. We calculate the Adjusted EBITDA margin as Adjusted EBITDA divided by the sum of aeronautical revenue and non-aeronautical revenue. Construction revenue and construction cost do not affect cash flow generation and the maintenance provision corresponds to capital investments. OMA defines EBITDA as net income minus net comprehensive financing income, taxes, and depreciation and amortization. Neither Adjusted EBITDA nor EBITDA should be considered as an alternative to net income as an indicator of our operating performance, or as an alternative to cash flow as an indicator of liquidity. It should be noted that neither Adjusted EBITDA nor EBITDA is defined under IFRS, and may be calculated differently by different companies.

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Analyst Coverage

In accordance with the requirements of the Mexican Stock Exchange, the analysts covering OMA are:

About OMA
Grupo Aeroportuario del Centro Norte, S.A.B. de C.V., known as OMA, operates 13 international airports in nine states of central and northern Mexico. OMA’s airports serve Monterrey, Mexico’s third largest metropolitan area, the tourist destinations of Acapulco, Mazatlán, and Zihuatanejo, and nine other regional centers and border cities. OMA also operates the NH Collection Hotel inside Terminal 2 of the Mexico City airport and the Hilton Garden Inn at the Monterrey airport. OMA employs over 1,200 persons in order to offer passengers and clients airport and commercial services in facilities. OMA is listed on the Mexican Stock Exchange (OMA) and on the NASDAQ Global Select Market (OMAB). Since December 2022, OMA is part of VINCI Airports, the world´s leading private airport operator.

Webpage: www.oma.aero

X: http://twitter.com/OMAeropuertos

Facebook https://www.facebook.com/OMAeropuertos

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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, thereunto duly authorized.

| Grupo Aeroportuario del Centro Norte, S.A.B. de C.V.

By: | /s/ Ruffo Pérez Pliego |
| Ruffo Pérez Pliego
| Chief Financial Officer

Dated October 23, 2025