{"url_path":"/sec/mrnow/10-k/2026/item-7","section_key":"item-7","section_title":"Item 7 MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS","topic":"sec","document":{"doc_type":"20-F","doc_date":"2026-05-15","source_url":"https://www.sec.gov/Archives/edgar/data/1988776/0001140361-26-021583-index.html","accession_number":"0001140361-26-021583","cik":"0001988776","ticker":"MRNO","issuer_name":"Murano Global Investments Plc","edgar_url":"https://www.sec.gov/Archives/edgar/data/1988776/0001140361-26-021583-index.html","primary_entity_key":"0001988776","primary_entity_name":"Murano Global Investments Plc"},"word_count":3316,"has_tables":true,"body_markdown":"ITEM 7.\n\nMAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS\n\nA.\n\nMajor Shareholders\n\nThe following table sets forth information relating to the beneficial ownership of Murano’s ordinary shares as of December 31, 2025 by:\n\n•\n\neach person, or group of affiliated persons, known by us to beneficially own more than 5% of outstanding ordinary shares;\n\n•\n\neach of our directors;\n\n•\n\neach of our senior management; and\n\n•\n\nall of our directors and executive officers as a group.\n\nBeneficial ownership is determined in accordance with the rules of the SEC and includes voting or investment power with respect to, or the power to receive the economic benefit of ownership\nof, the securities. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, shares that the person has the right to acquire within 60 days are included, including through the exercise of\nany option or other right or the conversion of any other security. However, these shares are not included in the computation of the percentage ownership of any other person.\n\nAs of March 21, 2024 Murano’s ordinary shares issued after giving effect to the Business Combination were 79,242,873.\n\nAs of December 31, 2025 the percentage of Murano’s ordinary shares beneficially owned is computed on the basis of 79,718,832 ordinary shares issued and outstanding.\n\n125\n\n[Table of Contents](#TABLEOFCONTENTS)\n\nBeneficial Owners(1)\n\n \n\nNumber of\n\nOrdinary\n\nShares\n\n \n\n \n\nPercentage of\n\nall\n\nOrdinary\n\nShares\n\n \n\n5% shareholders:\n\n \n\n \n\n \n\n \n\n \n\n \n\nElías Sacal Cababie\n\n \n\n \n\n69,152,609\n\n \n\n \n\n \n\n86.75\n\n%\n\nShawn Matthews(2)\n\n \n\n \n\n8,812,500\n\n \n\n \n\n \n\n11.05\n\n%\n\nDirectors and Executive Officers\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nElías Sacal Cababie\n\n \n\n \n\n69,152,609\n\n \n\n \n\n \n\n86.75\n\n%\n\nMarcos Sacal Cohen\n\n \n\n \n\n—\n\n \n\n \n\n \n\n*\n\n \n\nJulio Arias García\n\n \n\n \n\n—\n\n \n\n \n\n \n\n*\n\n \n\nOscar Jazmani Mendoza Escobar\n\n \n\n \n\n—\n\n \n\n \n\n \n\n*\n\n \n\nAll directors and executive officers as a group\n\n \n\n \n\n69,152,509\n\n \n\n \n\n \n\n86.75\n\n%\n\n(*)\n\nLess than 1% individually.\n\n(1)\n\nUnless otherwise noted, the business address of each of our shareholders is 25 Berkeley Square, London W1J 6HN.\n\n(2)\n\nHCM Investor Holdings, LLC is the record holder of such shares. Mr. Matthews is the managing member of HCM Holdings. As such, each of HCM Holdings and Mr. Matthews may be deemed to share beneficial\nownership of the ordinary shares held directly by HCM Holdings. Mr. Matthews disclaims any beneficial ownership of the ordinary shares held directly by HCM Holdings, and disclaims any beneficial ownership of such shares other than\nto the extent of any pecuniary interest he may have therein, directly or indirectly.\n\nAs described under “Item 4.A—Recent Developments—Potential Corporate Reorganization” and “Item 3.D. Risk Factors— We\nhave considered, and may in the future pursue, a corporate reorganization that could materially and adversely affect holders of our ordinary share,” following the completion of the contemplated debt restructuring, management has\nconsidered a potential corporate reorganization, and any such reorganization may involve transactions between affiliated entities, subject to applicable approvals and definitive documentation. Any such corporate reorganization has not been\nfinalized and may not be pursued or consummated, and there can be no assurance that it would achieve the intended objectives.\n\nFor more information regarding the share ownership of Murano before, and after the Business Combination, see “Item 4. Information on the\nCompany—A. History and Development of the Company—Business Combination.”\n\nB.\n\nRelated Party Transactions\n\nThe table below sets forth the entities the Murano Group has engaged in related party transactions with and their relationship to the Murano Group:\n\n \n\nRelated Party\n\n \n\nRelationship to Murano Group\n\n \n\nImpulsora Turistica de Vallarta, S. A. de C. V. (ITV)\n\n \n\nA Mexican corporation (sociedad anónima) owned 0.000001% by ESAGRUP (Company in which Elías Sacal Cababie holds 99.99% of its equity)\n\n \n\nPuerto Varas, S. A. de C. V. (Puerto Varas)\n\n \n\nA Mexican corporation (sociedad anónima) owned 50.00% by ESAGRUP (Company in which Elías Sacal Cababie holds 99.99% of its equity)\n\n \n\nElías Sacal Cababie\n\n \n\nFounder and Chief Executive Officer of Murano.\n\n \n\nMarcos Sacal Cohen\n\n \n\nChief Operating Officer of Murano and son of Elías Sacal Cababie.\n\n \n\nE.S. Agrupación, S.A. de C.V.\n\n \n\nA Mexican corporation (sociedad anónima) in which Elías Sacal Cababie holds 99.99% and BVG Infraestructura holds 0.01% of its equity.\n\n \n\nSofoplus, S. A. P. I. de C. V., SOFOM, ER (Sofoplus)\n\n \n\nA Mexican Stock Market Promotion Company (S. A. P. I. by its acronym in Spanish) in which Harry Sacal Cababie holds 0.1% of its equity and 99.99% indirectly.\n\n \n\nInmobiliaria Insurgentes 421, S.A. de C.V.\n\n \n\nA Mexican corporation (sociedad anónima) in which the Insurgentes Security Trust holds 99.99% of its equity.\n\n \n\nMurano World, S.A. de C.V.\n\n \n\nA Mexican corporation (sociedad anónima) in which Murano PV, S.A. de C.V. holds 99.9999% and Murano Management, S.A. de C.V. holds 0.0001% of its equity.\n\n \n\nBVG Infraestructura, S.A. de C.V.\n\n \n\nA Mexican corporation (sociedad anónima) in which Elías Sacal Cababie holds 99.9999992% of its equity.\n\n126\n\n[Table of Contents](#TABLEOFCONTENTS)\n\nProvision of Administrative Services\n\nITV\n\nDuring 2025 and for the year ended December 31, 2024, there were no services provided to ITV. As of December 31, 2025, 2024 and 2023 there were no remaining balances to collect under the\nservices agreement.\n\nPuerto Varas\n\nFor the years ended December 31, 2025 and 2024, there were no services provided to Puerto Varas. For the year ended December 2023, the services consisted primarily of administrative services\nin the amount of Ps.$1,761,896 (U.S.$85,903). As of December 31, 2025, 2024 and 2023, there was no balance pending to collect under the services agreement.\n\nRelated Party Loans\n\nITV\n\nOn May 2, 2021, ITV made a 36-month loan (subsequently amended to 48-months on May 3, 2021) to Murano World, S. A. de C. V., for a total amount of Ps.$97,500,000 (U.S.$4,753,709) at an annual\nrate of 17.75%. As of December 31, 2023 and 2022, the outstanding balance of this loan, including interest was Ps.$39,121,151 (U.S.$1,907,390) and Ps.$58,078,077 (U.S.$2,831,654), respectively. On May 2, 2024, the maturity of this loan was\nextended for one additional year. On October 31, 2024, the outstanding balance of this loan was repaid in full.\n\nOn April 30, 2024, ITV granted a 36-month loan to Murano World in the amount of Ps.$17,200,000 (U.S.$838,603) with an interest rate of 17.75% and payments of principal after 12 months of the\nsigning date. On October 31, 2024, the outstanding balance of this loan was repaid in full.  No additional transactions were carried out during 2025.\n\nFor the years ended December 31, 2024 and 2023, the Murano Group paid interest in the amount of Ps.$2,368,211(U.S.$115,464) and Ps.$7,608,336 (U.S.$370,952), respectively.\n\nElías Sacal Cababié\n\nOn February 9, 2023, Murano World, S.A. de C.V. granted a 12-month loan to Elías Sacal Cababie on commercially reasonable arm’s length terms for a total amount of Ps.$7,900,000 (U.S.$385,172)\nat a monthly variable rate of TIIE 28 plus a spread of 3%. The outstanding balance of this loan was paid during December 2023.\n\nOn February 10, 2023, Murano World, S.A. de C.V. granted a 12-month loan to Elías Sacal Cababie on commercially reasonable arm’s length terms for a total amount of U.S.$2,865,000 at a monthly\nvariable rate of 3M SOFR plus a spread of 3%. On April 30, 2024, the principal amount was repaid in full.\n\nOn September 26, 2023, Murano World, S.A. de C.V. granted a 12-month loan to Elías Sacal Cababie on commercially reasonable arm’s length terms for a total amount of U.S.$3,200,000 at a monthly\nvariable rate of 3M SOFR plus a spread of 3%. On April 30, 2024, the principal amount was repaid in full.\n\nOn April 14, 2023, Murano PV, S.A. de C.V. granted a 12-month loan to Elías Sacal Cababie. on commercially reasonable arm’s length terms for a total amount of Ps.$2,000,000 (U.S.$97,512) at a\nmonthly variable rate of TIIE 28 plus a spread of 3%. As of December 31, 2024, the outstanding balance of this loan was repaid on March 8, 2024, as part of the capital restructuring as described in Note 2.c of the Consolidated and Combined\nFinancial Statements.\n\n127\n\n[Table of Contents](#TABLEOFCONTENTS)\n\nOn April 14, 2023, Murano PV, S.A. de C.V. granted a 12-month loan to Elías Sacal Cababie. on commercially reasonable arm’s length terms for a total amount of U.S.$438,611 at a monthly\nvariable rate of 3M SOFR plus a spread of 3%. The principal amount was paid on March 8, 2024, as part of the capital restructuring as described in Note 2.c of the Consolidated and Combined Financial Statements. During 2025 no additional\ntransactions were carried out.\n\n ESAGRUP\n\nOn February 10, 2023, Murano World granted a 12-month loan to ESAGRUP on commercially reasonable arm’s length terms for a total amount of Ps.$9,620,660 (U.S.$469,065) at a monthly variable\nrate of TIIE 28 plus a spread of 3%. On October 31, 2024, this loan was repaid in full.\n\nOn March 31, 2023, Murano World granted a 12-month loan to ESAGRUP on commercially reasonable arm’s length terms for a total amount of U.S.$453,000 at a monthly variable rate of 3M SOFR plus a\nspread of 3%. On October 31, 2024, this loan was repaid in full.\n\nOn April 14, 2023, Murano PV granted a 12-month loan to ESAGRUP on commercially reasonable arm’s length terms for a total amount of U.S.$359,368 at a monthly variable rate of 3M SOFR plus a\nspread of 3%. The principal amount was paid on March 8, 2024, as part of the capital restructuring as described in Note 2.c. of the Consolidated and Combined Financial Statements.\n\nOn May 5, 2023, Murano PV granted a short-term loan to ESAGRUP of Ps.$30,000 with a maturity of a year and accrues interest at a rate of TIIE 28 days plus a spread of 3%. The principal amount\nwas repaid on March 8, 2024.\n\nOn November 9, 2023, Murano World granted a 12-month loan to ESAGRUP on commercially reasonable arm’s length terms for a total amount of Ps.$10,000,000 (U.S.$571,373) at a monthly variable\nrate of TIIE 28 plus a spread of 3%. On October 31, 2024, this loan was repaid in full.\n\nOn May 2, 2024, ES Agrupación, S. A. de C. V. granted a loan of $317,000,000 to Murano World. The lender had agreed to convert the loan balance into a small minority equity interest in the\nCancun II project, however, the Group analyzed the merits of this transaction in line with the pipeline development plan and management decided to repay the balance in full on October 31, 2024.\n\nOn May 2, 2024, Murano World granted a loan of up to $14,750,000 to ES Agrupación, S. A. de C. V., which matures in a year and accrues interest at a rate of TIIE 28 days plus a spread of 3%.\nOn October 31, 2024, this loan was repaid in full.\n\nOn May 20, 2024, Murano World granted a loan of up to U.S.$1,850,000 to ES Agrupación, S. A. de C. V., which matures in one year that accrues interest at a rate of SOFR plus a spread of 3%. As of September 30,\n2024, the borrower paid U.S.$647,000. On October 31, 2024, this loan was repaid in full. During 2025 no additional transactions were carried out.\n\nSofoplus\n\nOn June 24, 2022, Sofoplus granted a loan agreement to Murano World S. A. de C.V. of up to U.S.$15,000,000, on commercially reasonable arm’s length terms, with a three-year maturity and an\nannual interest rate of 15%. Elías Sacal Cababie, Marcos Sacal Cohen and ES Agrupación signed as joint obligors for this loan. As of December 31, 2025 the balance of this loan was re-paid in full with the proceeds of the Sofoplus Loan I and\nthe Sofoplus Loan II. As of December 31, 2024 and 2023, the outstanding balance of this loan, including interest Ps.$110,642,225 (U.S. $5,394,471) and Ps.$171,153,445 (U.S.$8,344,756), respectively.\n\nOn October 2023 and April 2024 SGGYP Sureste, S. A. de C. V. transferred its collection rights of its outstanding invoices with the GIC I Trust to Sofoplus in the amount of Ps.$7,500,000\n(U.S.$365,670) and Ps.$3,499,325 (U.S.$170,613), respectively. On November 29,2024 the Group paid Ps.$1,000,000 (U.S.$48,756) to the principal balance of the discounted invoices described above. As of December 31, 2025 the outstanding\nbalance of this discounted invoices was Ps.$10,202,658.\n\n128\n\n[Table of Contents](#TABLEOFCONTENTS)\n\nOn September 30, 2024, Murano World entered into a loan agreement with Sofoplus for an aggregate principal amount of up to U.S.$3,600,000, with disbursements of U.S.$700,000, U.S.$100,000,\nU.S.$800,000, U.S.$1,000,000 and U.S.$1,000,000 made on September 30, 2024, October 3, 2024, October 31, 2024, November 29, 2024 and December 13, 2024, respectively. The Group used the proceeds of this loan to repay the outstanding balance\nof the Sofoplus Original Loan, a secured mortgage loan in the amount of U.S.$15,000,000. Under this Sofoplus Loan I, we are required to pay monthly interest at a fixed annual interest rate of 16%, commencing on October 1, 2024, with a\nmaturity date of October 1, 2026. As of December 31, 2025 and 2024, the outstanding principal balance under this loan was U.S.$3,600,000 (Ps.$64,630,080) and U.S.$3,600,000 (Ps.$73,837,080), respectively, and accrued interest amounted to\nU.S.$294,400 (Ps.$5,285,304) and U.S.$8,000 (Ps.$164,082), respectively.\n\nOn January 30, 2025, Murano World entered into a second loan agreement with Sofoplus for an aggregate principal amount of up to U.S.$6,000,000, with disbursements of U.S.$870,772 and\nU.S.$5,129,228 made on January 31, 2025 and February 13, 2025, respectively. Under this loan, we are required to pay monthly interest at a fixed annual interest rate of 16%, with a maturity date of February 1, 2028. As of December 31, 2025,\nthe outstanding principal balance under this loan was U.S.$6,000,000 (Ps.$107,716,800), and accrued interest amounted to U.S.$570,666 (Ps.$10,245,064).\n\nInmobiliaria Insurgentes\n\nOn July 1, 2023, the lease agreements between (i) Inmobiliaria Insurgentes 421 (as lessor) and OHI421 (as lessee) and (ii) Inmobiliaria Insurgentes 421 (as lessor) OHI421 Premium (as lessee)\nbecame effective. These lease agreements were executed for a 20-year term and their purpose is to lease the property of the Insurgentes 421 Hotel Complex.\n\nThese agreements were negotiated and entered into between related parties. Therefore, the terms of the Insurgentes Loan Agreements, including consideration payable thereunder, may be less\nfavorable to us than terms negotiated with unaffiliated and third-party lessees. Under both lease agreements, the lessees must pay a monthly base rent of U.S.$50,000 and an annual variable rent payment based on 95% of the lessees’ annual\noperating income.\n\nAs of December 31, 2025, Inmobiliaria Insurgentes 421 has received from the lessees, the monthly amount of U.S.$1,200,000 for base rent concept, which means that the cumulative base rent paid\nby each lessee was U.S.$600,000. Payments for concept of variable rent under the lease agreements amounted during 2025 Ps.$174,693,766 (U.S.$9,414,373).\n\nBVG Infraestructura\n\nOn March 1, 2023, BVG Infraestructura, S.A. de C.V. granted a 12-month loan to Inmobiliaria Insurgentes 421 for a total amount of U.S.$955,011 at a monthly variable rate of SOFR plus a spread\nof 3%. As of December 31, 2023, the outstanding balance of this loan was U.S. $709,494. On October 31, 2024, these loan was repaid in full.\n\nPromissory Notes\n\nCertain Group Companies issued the following promissory notes as part of the Murano Group Reorganization in order to capitalize Murano Global Investments Limited:\n\nIn January 2024, Murano PV, S.A. de C.V. issued a promissory note in favor of Elías Sacal Cababie for the total amount of Ps.$73,000,000 (U.S.$4,321,189) as a result of the purchase of\n103,267,741 shares of Murano World, S. A. de C. V. previously owned by Elías Sacal.\n\nIn January 2024, Murano PV, S.A. de C.V. issued a promissory note in favor of Elías Sacal Cababie for the total amount of Ps.$18,000,000 (U.S.$1,065,499) as a result of a transfer of the\ntrustee rights of 16,915,151 shares of Inmobiliaria Insurgentes 421, S.A. de C.V. previously owned by Elías Sacal.\n\n129\n\n[Table of Contents](#TABLEOFCONTENTS)\n\nIn January 2024, Murano PV, S.A. de C.V. issued a promissory note in favor of ESAGRUP for the total amount of Ps.$266,500,000 (U.S.$15,775,298) as a result of the purchase of 329,753,574\nshares of Murano World, S. A. de C. V. previously owned by ESAGRUP.\n\nIn January 2024, Murano PV, S.A. de C.V. issued a promissory note in favor of ESAGRUP for the total amount of Ps.$542,500,000 (U.S.$32,112,943) as a result of the transfer of the trustee\nrights of 434,361,612 shares from Inmobiliaria Insurgentes 421, S.A. de C.V. previously owned by ESAGRUP.\n\nAll the promissory notes described above were issued as part of the Murano Group Reorganization and used by Elías Sacal Cababie to capitalize Murano Global Investments PLC On March 8, 2024\nMurano Global Investments PLC utilized the promissory notes to complete the Murano Group Reorganization by capitalizing Murano PV and the notes were canceled as a final step in the reorganization.\n\nFor more information about Murano Group’s transactions with related parties please see Note 6 to the Consolidated and Combined Financial Statements included elsewhere in this Report.\n\nCertain Agreements Related to the Business Combination\n\nIn connection with the Business Combination, we entered into the following agreements:\n\n•\n\nSponsor Support Agreement with HCM and HCM Holdings, concurrently with the execution and delivery of the Business Combination Agreement, pursuant to which HCM Holdings has agreed, among other things, to\nvote (or execute and return an action by written consent), or cause to be voted at the Extraordinary Meeting (or validly execute and return and cause such consent to be granted with respect to), all of its HCM Class B Ordinary\nShares in favor of (A) the approval and adoption of the Business Combination Agreement and approval of the Merger and all other transactions contemplated by the Business Combination Agreement, (B) against any action, agreement or\ntransaction or proposal that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of HCM under the Business Combination Agreement or that would reasonably be expected to result in\nthe failure of the Merger from being consummated and (C) each of the proposals and any other matters necessary or reasonably requested by HCM for consummation of the Merger and the other transactions contemplated by the Business\nCombination Agreement.\n\n•\n\nAssignment, Assumption and Amendment to HCM Warrant Agreement with HCM and Continental, as warrant agent, pursuant to which, as of the Effective Time (as defined in the agreement), (i) each SPAC Warrant\n(as defined in the agreement) that is outstanding immediately prior to the Effective Time will no longer represent a right to acquire one HCM Ordinary Share and will instead represent the right to acquire the same number of PubCo\nOrdinary Shares under substantially the same terms as set forth in the HCM Warrant Agreement entered into in connection with HCM’s IPO and (ii) HCM will assign to PubCo all of HCM’s right, title and interest in and to the existing\nHCM Warrant Agreement and PubCo will assume, and agree to pay, perform, satisfy and discharge in full, all of HCM’s liabilities and obligations under the existing HCM Warrant Agreement arising from and after the Effective Time.\n\n•\n\nRegistration Rights Agreement with HCM Holdings and certain equityholders, containing customary registration rights for HCM Holdings and the equityholders who are parties thereto.\n\n•\n\nLock-Up Agreement with HCM Holdings, which was subsequently amended on December 31, 2023, pursuant to which the sponsor has agreed not to transfer any PubCo Lock-Up Shares held by it during the Lock-Up\nPeriod (in each case as defined in the agreement).\n\n•\n\nVendor Participation Agreement with HCM and HCM Holdings and certain vendors of Murano, pursuant to which such vendors were entitled to purchase at cost an aggregate of 1,250,000 additional Founder Shares\n(as defined in the agreement) from sponsor, immediately prior to the consummation of the Business Combination, contingent upon the satisfaction and cancellation of an aggregate principal amount of $12,500,000 due from Murano.\n\n•\n\nIndemnification agreement granted by Elías Sacal Cababie in favor of HCM Acquisition Corp executed as of March 20, 2024, pursuant to which, among others, Elías Sacal Cababie shall indemnify and hold HCM\nand its successors harmless from tax contingencies resulting from (i) the inclusion of BVG Infraestructura, S.A. de C.V. as settlor and beneficiary of F/0455 Trust and (ii) the segregation of real estate property from the F/0455\nTrust, Exitus Trust and GIC II Trust.\n\n130\n\n[Table of Contents](#TABLEOFCONTENTS)\n\nC.\n\nInterests of Experts and Counsel\n\nNone / Not applicable."}