| EQUITY ATTRIBUTABLE TO OWNERS OF THE PARENT |
NOTE 25 – EQUITY ATTRIBUTABLE TO OWNERS OF THE PARENT Authorized, issued and outstanding shares as of December 31, 2025 and 2024 consisted of the following: | | | | | | | December 31, 2025 | | December 31, 2024 | Authorized shares | | 120,000,000,000 | | | 120,000,000,000 | Subscribed fully paid shares | | 23,743,475,754 | | | 23,743,475,754 | Total outstanding shares | | 23,743,475,754 | | | 23,743,475,754 | | | | | | | | | | | | | The outstanding shares are as follows: | December 31, 2025 | | December 31, 2024 | Common voting shares (1) | | 16,178,324,920 | | | 16,201,212,499 | Preferred non-voting shares (2) | | 7,565,150,834 | | | 7,542,263,255 | | | 23,743,475,754 | | | 23,743,475,754 |
(1) Common Voting shares with a nominal value of Ps. 1 Colombian peso. (2) Since 2011, Grupo Aval allows its shareholders to convert their common shares into preferred shares. For the years ended December 31, 2025 and 2024, 22,887,579 and 500,000 common shares were converted into preferred shares, respectively. Preferred shares have the right to receive a preferential minimum dividend of one Colombian peso (Ps. 1) per semester per share. This preferential minimum dividend is only applicable when dividends declared for common shares are less than one Colombian peso (Ps. 1). Preferential minimum dividends are not cumulative. 25.1 Appropriated retained earnings As of December 31, 2025 and 2024 the appropriation of retained earnings is as follows: | | | | | | | | | December 31, 2025 | | December 31, 2024 | Retained earnings | | Ps. | 1,553,067 | | Ps. | 807,629 | Accumulated withholding tax over dividends | | | (34,622) | | | (30,145) | Legal reserve | | | 11,872 | | | 11,872 | Statutory and voluntary reserves | | | 7,711,040 | | | 7,374,078 | | | Ps. | 9,241,357 | | Ps. | 8,163,434 |
25.1.1 Legal Reserve In accordance with current legal regulations, Grupo Aval and its subsidiaries in Colombia shall create a legal reserve through the appropriation of (10%) of the net profits of each year up to an amount equal to (50%) of the subscribed capital stock. This reserve may be reduced below (50%) of the subscribed capital stock to stem losses in excess of retained earnings. The legal reserve cannot be less than the percentage aforementioned except to cover losses in excess of retained earnings. 25.1.2 Statutory and Voluntary Reserves The statutory and voluntary reserves are determined during the Shareholders Meetings. 25.2 Declared Dividends The dividends are declared and paid to shareholders based on unconsolidated net income under Colombian IFRS (NCIF), the dividends declared were as follows: | | | | | | | | | |
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| | December 31, 2024 | | December 31, 2023 | | December 31, 2022 |
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Net income for the periods ended in | | Ps. | 999,886 | | Ps. | 723,038 | | Ps. | 2,541,179 |
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Declared dividends | | | In the general assembly held in March 2025, a cash profit of Ps. 2.30 per share per month during the months of April 2025 to March 2026, both months included over 23,743,475,754 shares subscribed and paid as of the date of this meeting. | | | In the general assembly held in March 2024, a cash profit of Ps. 2.00 per share per month during the months of April 2024 to March 2025, both months included over 23,743,475,754 shares subscribed and paid as of the date of this meeting. | | | In the general assembly held in March 2023, a cash profit of Ps. 3.60 per share per month during the months of April 2023 to March 2024, both months included over 23,743,475,754 shares subscribed and paid as of the date of this meeting. |
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Total outstanding shares | | | 23,743,475,754 | | | 23,743,475,754 | | | 23,743,475,754 |
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Total declared dividends (1) | | Ps. | 655,320 | | Ps. | 569,843 | | Ps. | 1,025,718 |
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(1) See Consolidated Statement of Changes in Equity for dividends distribution. 25.3 Earnings per share | ● | Basic earnings per share |
Grupo Aval calculates basic earnings per share by dividing net income for the year attributable to controlling interest of Grupo Aval parent company by the weighted average number of shares outstanding during the year (including common and preferred shares). The following table summarizes the earnings per share for the year ended as of December 31, 2025, 2024 and 2023: | | | | | | | | | | | | December 31, 2025 | | December 31, 2024 | | December 31, 2023 | Net income for the year | | Ps. | 3,215,172 | | Ps. | 2,191,477 | | Ps. | 2,177,116 | Less: participation of non- controlling interests | | | (1,493,300) | | | (1,176,390) | | | (1,438,113) | Net income attributable to owners of the parent | | Ps. | 1,721,872 | | Ps. | 1,015,087 | | Ps. | 739,003 | | | | | | | | | | | Less: preferred dividends declared | | | — | | | — | | | — | Less: Allocation of undistributed earnings to preferred stockholders (1)(2) | | | (548,004) | | | (322,436) | | | (234,713) | Net Income allocated to common shareholders for basic and diluted EPS | | Ps. | 1,173,868 | | Ps. | 692,651 | | Ps. | 504,290 | Weighted average number of common shares outstanding used in basic EPS calculation (2) | | | 16,186,869,620 | | | 16,201,502,910 | | | 16,202,376,163 | Basic and Diluted earnings per share to common shareholders (in Colombian pesos) | | | 72.52 | | | 42.75 | | | 31.12 | Basic and Diluted earnings per ADS (3) (in Colombian pesos) | | | 1,450.40 | | | 855.04 | | | 622.49 | Weighted average of the common and preferred shares used in the calculation of earnings per basic share (common and preferred) | | | 23,743,475,754 | | | 23,743,475,754 | | | 23,743,475,754 | Basic earnings of the owners of the parent per share in Colombian pesos | | | 72.52 | | | 42.75 | | | 31.12 |
(1) Based on a weighted average of preferred shares. (2) Averages based on an end of month number of preferred or common shares. (3) Each ADS represents 20 preferred shares. The following table summarizes earnings per share over net income from continuing operations for the years ended December 31, 2025, 2024 and 2023. | | | | | | | | | |
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| | December 31, 2025 | | December 31, 2024 | | December 31, 2023 |
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Net income from continuing operations | | Ps. | 3,188,526 | | Ps. | 2,165,813 | | Ps. | 2,114,108 |
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Less: participation of non- controlling interests | | | (1,485,020) | | | (1,168,415) | | | (1,418,534) |
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Net income attributable to owners of the parent | | Ps. | 1,703,506 | | Ps. | 997,398 | | Ps. | 695,574 |
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| | | | | | | | | |
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Less: preferred dividends declared | | | — | | | — | | | — |
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Less: Allocation of undistributed earnings to preferred stockholders (1)(2) | | | (542,158) | | | (316,818) | | | (220,919) |
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Net Income allocated to common shareholders for basic and diluted EPS | | Ps. | 1,161,348 | | Ps. | 680,580 | | Ps. | 474,655 |
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Weighted average number of common shares outstanding used in basic EPS calculation (2) | | | 16,186,869,620 | | | 16,201,502,910 | | | 16,202,376,163 |
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Basic and Diluted earnings per share to common shareholders (in Colombian pesos) | | | 71.75 | | | 42.01 | | | 29.30 |
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Basic and Diluted earnings per ADS (3) (in Colombian pesos) | | | 1,434.93 | | | 840.14 | | | 585.91 |
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Weighted average of the common and preferred shares used in the calculation of earnings per basic share (common and preferred) | | | 23,743,475,754 | | | 23,743,475,754 | | | 23,743,475,754 |
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Basic earnings of the owners of the parent per share in Colombian pesos | | | 71.75 | | | 42.01 | | | 29.30 |
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(1) Based on a weighted average of preferred shares. (2) Averages based on an end of month number of preferred or common shares. (3) Each ADS represents 20 preferred shares. The following table summarizes earnings per share over net income from discontinued operations for the years ended December 31, 2025, 2024 and 2023. | | | | | | | | | | | | December 31, 2025 | | December 31, 2024 | | December 31, 2023 | Net income from discontinuing operations | | Ps. | 26,646 | | Ps. | 25,664 | | Ps. | 63,008 | Less: participation of non- controlling interests | | | (8,280) | | | (7,975) | | | (19,579) | Net income attributable to owners of the parent | | Ps. | 18,366 | | Ps. | 17,689 | | Ps. | 43,429 | | | | | | | | | | | Less: preferred dividends declared | | | — | | | — | | | — | Less: Allocation of undistributed earnings to preferred stockholders (1)(2) | | | (5,845) | | | (5,619) | | | (13,793) | Net Income allocated to common shareholders for basic and diluted EPS | | Ps. | 12,521 | | Ps. | 12,070 | | Ps. | 29,636 | Weighted average number of common shares outstanding used in basic EPS calculation (2) | | | 16,186,869,620 | | | 16,201,502,910 | | | 16,202,376,163 | Basic and Diluted earnings per share to common shareholders (in Colombian pesos) | | | 0.77 | | | 0.75 | | | 1.83 | Basic and Diluted earnings per ADS (3) (in Colombian pesos) | | | 15.47 | | | 14.90 | | | 36.58 | Weighted average of the common and preferred shares used in the calculation of earnings per basic share (common and preferred) | | | 23,743,475,754 | | | 23,743,475,754 | | | 23,743,475,754 | Basic earnings of the owners of the parent per share in Colombian pesos | | | 0.77 | | | 0.75 | | | 1.83 |
(1) Based on a weighted average of preferred shares. (2) Averages based on an end of month number of preferred or common shares. (3) Each ADS represents 20 preferred shares. | ● | Diluted earnings per share |
At December 31, 2025, 2024 and 2023, Grupo Aval did not have any dilutive instruments. 25.4 Non-controlling equity transactions The following is a detail of transactions with minority shareholders: | | | | | | | | | | |
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| | | December 31, 2025 |
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Entity | Transaction | | Owners of the parent | | Non-controlling interest | | Total |
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Corficolombiana S.A. | Payment of dividends on the preferred shares | | Ps. | (9,303) | | Ps. | (13,653) | | Ps. | (22,956) | Grupo Aval S.A. | Purchase in equity interest of Banco Popular S.A. | | | 3,329 | | | (3,329) | | | — | Others subsidiaries | Sale / purchase controlling and non-controlling interest | | | 869 | | | (875) | | | (6) | Total equity transaction | | Ps. | (5,105) | | Ps. | (17,857) | | Ps. | (22,962) |
| | | | | | | | | | | | | | December 31, 2024 | Entity | Transaction | | Owners of the parent | | Non-controlling interest | | Total | Corficolombiana S.A. | Payment of dividends on the preferred shares | | Ps. | (8,845) | | Ps. | (12,978) | | Ps. | (21,823) | Valora S.A. | Purchase of equity interest in Hoteles Estelar S.A. | | | (4,903) | | | (50,097) | | | (55,000) | Grupo Aval S.A. | Purchase of direct equity interest in Aval Fiduciaria S.A y Aval Casa de Bolsa S.A | | | (49,564) | | | 49,564 | | | — | Total equity transaction | | Ps. | (63,312) | | Ps. | (13,511) | | Ps. | (76,823) |
25.5 Effect on retained earnings The following is a detail of effects on retained earnings: | | | | | | | | | | | | December 31, 2025 | Transaction | | Owners of the parent | | Non-controlling interest | | Total | Investment Mineros S.A (1) | | Ps. | 19,182 | | Ps. | 28,142 | | Ps. | 47,324 | Effect realizations of OCI | | | (3,334) | | | (470) | | | (3,804) | Total effect in retained earnings | | Ps. | 15,848 | | Ps. | 27,672 | | Ps. | 43,520 |
(1) In July 2025, Corficolombiana S.A. sold an equity instrument classified at fair value through OCI related to Mineros S.A., resulting in an OCI reclassification of Ps. 90,106 and a loss on sale of Ps. (42,782). 25.6 Consolidated Other Comprehensive Income (OCI): Components of accumulated Other Comprehensive Income for the years ended December 31, 2025, 2024 and 2023 are as follows: | | | | | | | | | | | | | | | | | | | | | Movements continuing operation | | Movements discontinued operation | | | | | Balance at December 31, 2024 | | Movements period | | Realization of OCI | | Total | | Movements period | | Realization of OCI | | Total | | Balance at December 31, 2025 | Hedged items | Ps. | 921,862 | Ps. | (630,465) | Ps. | — | Ps. | (630,465) | Ps. | — | Ps. | — | Ps. | — | Ps. | 291,397 | Hedging derivative instrument | | (230,847) | | — | | — | | — | | — | | — | | — | | (230,847) | Hedging non-derivative instrument | | (551,798) | | 613,587 | | — | | 613,587 | | — | | — | | — | | 61,789 | Cash flow hedges | | 24,700 | | 177,520 | | (518) | | 177,002 | | — | | — | | — | | 201,702 | Foreign currency translation differences from unhedged foreign operations | | 125,975 | | (372,722) | | — | | (372,722) | | — | | — | | — | | (246,747) | Transfer from owner-occupied property to investment property | | 34,259 | | 403 | | (1,498) | | (1,095) | | — | | — | | — | | 33,164 | Unrealized (losses) on securities at FVOCI | | (1,290,252) | | (357,958) | | 56,359 | | (301,599) | | 173,079 | | (1,537) | | 171,542 | | (1,420,309) | Unrealized gains on equity securities at FVOCI | | 824,268 | | 310,647 | | (50,596) | | 260,051 | | — | | — | | — | | 1,084,319 | Investments in associates | | 175,665 | | (56,424) | | — | | (56,424) | | — | | — | | — | | 119,241 | Actuarial gains (losses) from defined benefit pension plans | | (101,733) | | 6,521 | | 6,750 | | 13,271 | | (273) | | (523) | | (796) | | (89,258) | Income tax | | 387,636 | | (168,956) | | (130) | | (169,086) | | 69 | | 130 | | 199 | | 218,749 | Total comprehensive income | Ps. | 319,735 | Ps. | (477,847) | Ps. | 10,367 | Ps. | (467,480) | Ps. | 172,875 | Ps. | (1,930) | Ps. | 170,945 | Ps. | 23,200 |
| | | | | | | | | | | | | | | | | | | | | Movements continuing operation | | Movements discontinued operation | | | | | Balance at December 31, 2023 | | Movements period | | Realization of OCI | | Total | | Movements period | | Realization of OCI | | Total | | Balance at December 31, 2024 | Hedged items | Ps. | 407,149 | Ps. | 514,713 | Ps. | — | Ps. | 514,713 | Ps. | — | Ps. | — | Ps. | — | Ps. | 921,862 | Hedging derivative instrument | | (230,847) | | — | | — | | — | | — | | — | | — | | (230,847) | Hedging non-derivative instrument | | (51,791) | | (500,007) | | — | | (500,007) | | — | | — | | — | | (551,798) | Cash flow hedges | | (30,381) | | 57,474 | | (2,393) | | 55,081 | | — | | — | | — | | 24,700 | Foreign currency translation differences from unhedged foreign operations | | (121,044) | | 247,019 | | — | | 247,019 | | — | | — | | — | | 125,975 | Transfer from owner-occupied property to investment property | | 17,518 | | 16,935 | | (194) | | 16,741 | | — | | — | | — | | 34,259 | Unrealized (losses) on securities at FVOCI | | (1,177,560) | | (37,756) | | (125,631) | | (163,387) | | 50,667 | | 28 | | 50,695 | | (1,290,252) | Unrealized gains on equity securities at FVOCI | | 522,771 | | 302,346 | | (849) | | 301,497 | | — | | — | | — | | 824,268 | Investments in associates | | 160,336 | | 15,329 | | — | | 15,329 | | — | | — | | — | | 175,665 | Actuarial gains (losses) from defined benefit pension plans | | (83,994) | | (34,208) | | 21,862 | | (12,346) | | (5,104) | | (289) | | (5,393) | | (101,733) | Income tax | | 161,445 | | 231,474 | | (6,631) | | 224,843 | | 1,348 | | — | | 1,348 | | 387,636 | Total comprehensive income | Ps. | (426,398) | Ps. | 813,319 | Ps. | (113,836) | Ps. | 699,483 | Ps. | 46,911 | Ps. | (261) | Ps. | 46,650 | Ps. | 319,735 |
| | | | | | | | | | | | | | | | | | | | | Movements continuing operation | | Movements discontinued operation | | | | | Balance at January 1, 2023 | | Movements period | | Realization of OCI | | Total | | Movements period | | Realization of OCI | | Total | | Balance at December 31, 2023 | Hedged items | Ps. | 1,204,663 | Ps. | (797,514) | Ps. | — | Ps. | (797,514) | Ps. | — | Ps. | — | Ps. | — | Ps. | 407,149 | Hedging derivative instrument | | (230,847) | | — | | — | | — | | — | | — | | — | | (230,847) | Hedging non-derivative instrument | | (812,788) | | 760,997 | | — | | 760,997 | | — | | — | | — | | (51,791) | Cash flow hedges | | 5,542 | | (47,793) | | 11,870 | | (35,923) | | — | | — | | — | | (30,381) | Foreign currency translation differences from unhedged foreign operations | | 288,627 | | (409,671) | | — | | (409,671) | | — | | — | | — | | (121,044) | Transfer from owner-occupied property to investment property | | 19,481 | | 557 | | (2,520) | | (1,963) | | — | | — | | — | | 17,518 | Unrealized (losses) on securities at FVOCI | | (2,973,226) | | 1,758,911 | | (77,185) | | 1,681,726 | | 139,530 | | (25,590) | | 113,940 | | (1,177,560) | Unrealized gains on equity securities at FVOCI | | 366,388 | | 151,517 | | 4,866 | | 156,383 | | — | | — | | — | | 522,771 | Investments in associates | | 196,228 | | (35,892) | | — | | (35,892) | | — | | — | | — | | 160,336 | Actuarial gains (losses) from defined benefit pension plans | | (27,670) | | (50,069) | | (4,561) | | (54,630) | | (1,694) | | — | | (1,694) | | (83,994) | Income tax | | 974,677 | | (814,131) | | 476 | | (813,655) | | 423 | | — | | 423 | | 161,445 | Total comprehensive income | Ps. | (988,925) | Ps. | 516,912 | Ps. | (67,054) | Ps. | 449,858 | Ps. | 138,259 | Ps. | (25,590) | Ps. | 112,669 | Ps. | (426,398) |
| | | | | | | | | |
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| | Owners of the parent | | Non -controlling interest | | Total comprehensive income |
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Balance at January 1, 2023 | | Ps. | (1,146,565) | | Ps. | 157,640 | | Ps. | (988,925) |
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Movements period continuing operation | | | 558,834 | | | (41,922) | | | 516,912 |
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Realization of OCI continuing operation | | | (33,804) | | | (33,250) | | | (67,054) |
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Movements period discontinued operation | | | 102,784 | | | 35,475 | | | 138,259 |
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Realization of OCI discontinued operation | | | (25,468) | | | (122) | | | (25,590) |
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Balance at December 31, 2023 | | Ps. | (544,219) | | Ps. | 117,821 | | Ps. | (426,398) |
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Movements period continuing operation | | | 332,608 | | | 480,711 | | | 813,319 |
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Realization of OCI continuing operation | | | (64,384) | | | (49,452) | | | (113,836) |
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Movements period discontinued operation | | | 32,271 | | | 14,640 | | | 46,911 |
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Realization of OCI discontinued operation | | | (259) | | | (2) | | | (261) |
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Balance at December 31, 2024 | | Ps. | (243,983) | | Ps. | 563,718 | | Ps. | 319,735 |
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Movements period continuing operation | | | (218,507) | | | (259,340) | | | (477,847) |
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Realization of OCI continuing operation | | | 23,028 | | | (12,661) | | | 10,367 |
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Movements period discontinued operation | | | 119,226 | | | 53,649 | | | 172,875 |
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Realization of OCI discontinued operation | | | (1,917) | | | (13) | | | (1,930) |
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Balance at December 31, 2025 | | Ps. | (322,153) | | Ps. | 345,353 | | Ps. | 23,200 |
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