Tiendas 3B 2Q26 Earnings Release
MEXICO CITY--( BUSINESS WIRE)--BBB Foods Inc. (“Tiendas 3B” or the “Company”) (NYSE: TBBB), a leading grocery hard discounter in Mexico, announced today its consolidated results for the second quarter of 2026 (“2Q26”) ended June 30, 2026. The figures presented in this release are expressed in nominal Mexican Pesos (Ps.) and are prepared in accordance with International Financial Reporting Standards (“IFRS”), unless otherwise stated.
HIGHLIGHTS
Second qUARTER 2026
MESSAGE FROM THE CHAIRMAN AND CEO
Dear Investors,
We delivered strong results in the second quarter of 2026. Despite a soft consumer environment in Mexico, same-store sales (SSS) grew 20.0%, driven by our compelling value proposition, strong brand recognition, and growing customer loyalty. We opened 155 net new stores in the quarter, bringing our total store base to 3,624 units, and added a new distribution center, expanding our logistics footprint to 21 regions.
Our growth remains among the fastest in retail. Total revenue increased 38.7% year over year to Ps. 26,037 million, supported by strong SSS performance and the continued expansion of our store base.
EBITDA, excluding non-cash share-based compensation, increased 43.8% year over year to Ps. 1,575 million. Reported EBITDA was Ps. 960 million, reflecting the impact of non-cash share-based compensation as well as expenses related to our May equity follow-on offering.
We are pleased with our EBITDA growth excluding non-cash share-based compensation. While we do not manage the business to specific EBITDA margin targets, we believe disciplined execution - opening successful stores, strengthening our customer value proposition, and continuously improving operating efficiency – will drive margin expansion over time. This approach is the foundation of durable competitive advantages and long-term shareholder value creation.
Cash flow generation was strong in the quarter, supported by robust revenue growth, healthy operating profitability, and our structurally negative working capital model. As a result, our organic expansion continues to be fully self-funded.
We enter the second half of 2026 with strong momentum. Our results continue to demonstrate the resilience, scalability, and strength of our business model, and we remain confident in our ability to deliver sustained long-term value for our customers, employees, and shareholders.
Thank you for your continued trust and support.
K. Anthony Hatoum, Chairman and Chief Executive Officer
2Q26 CONSOLIDATED RESULTS
(In Ps. Million, except percentages)
2Q26
As % of Revenue
2Q25
As % of Revenue
Growth (%)
Margin Variation (bps)
Total Revenue
Ps. 26,037
100.0
%
Ps. 18,770
100.0
%
38.7
%
n.m.
Gross Profit
Ps. 4,362
16.8
%
Ps. 3,043
16.2
%
43.4
%
54 bps
Sales Expenses
(Ps. 2,598)
10.0
%
(Ps. 1,978)
10.5
%
31.4
%
(56 bps)
Administrative Expenses
(Ps. 1,428)
5.5
%
(Ps. 731)
3.9
%
95.3
%
159 bps
Other Income – Net
Ps. 16
0.1
%
Ps. 59
0.3
%
(72.4
%)
(25 bps)
EBITDA
Ps. 960
3.7
%
Ps. 844
4.5
%
13.8
%
(81 bps)
Share-based payment expense
Ps. 615
2.4
%
Ps. 252
1.3
%
143.8
%
102 bps
EBITDA ex. SBP
Ps. 1,575
6.1
%
Ps. 1,096
5.8
%
43.8
%
21 bps
Please see the explanation at the end of this release on how EBITDA, a non-IFRS financial measure, is calculated, and for other relevant definitions.
TOTAL REVENUE
Total revenue for 2Q26 was Ps. 26,037 million, up 38.7% year-over-year. Most of this growth was driven by sales from stores that have been operating for more than one year, and, to a lesser extent, the incremental sales from 593 net new stores opened in the past twelve months.
GROSS PROFIT AND GROSS PROFIT MARGIN
Gross profit increased 43.4% year-over-year to Ps. 4,362 million in 2Q26, driven by strong sales growth and a 54-bps expansion in gross margin. The margin improvement reflected a stronger commercial margin and lower transportation costs as a percentage of revenue.
EXPENSES
Sales expenses primarily reflect the cost of operating our stores, including wages and energy. In 2Q26, sales expenses reached Ps. 2,598 million, a 31.4% increase compared to 2Q25. This growth was mainly driven by an increase in the number of stores. As a percentage of total revenue, sales expenses stood at 10.0% in 2Q26, a decline of 56 bps year-over-year, as a result of improved operational leverage across most components of our sales expenses, including labor.
Administrative expenses refer to expenses not directly related to operating our stores, such as headquarters, regional office expenses, and share-based compensation. For 2Q26, administrative expenses totaled Ps. 1,428 million, a 95.3% increase compared to 2Q25. This increase reflected (i) higher non-cash share-based payment expense, including the recognition of the Liquidity Event Plan (LEP) disclosed in February 2024 and granted by the Board of Directors in June 2025, subject to a quarterly vesting schedule (see Appendix 2 of this Earnings Release for additional details); (ii) increased staffing expenses for the new regional operations; (iii) continued investments in human capital and (iv) non-recurring expenses of Ps 37 million related to the equity follow-on offering in May 2026. As a percentage of revenue, administrative expenses increased from 3.9% in 2Q25 to 5.5% in 2Q26. The non-cash share-based compensation is already reflected in our fully diluted share count.
Excluding non-cash share-based payment expense, administrative expenses for 2Q26 amounted to Ps. 813 million, an increase of 69.8% compared to 2Q25. As a percentage of revenue, administrative expenses excluding non-cash share-based payment expense stood at 3.1% in 2Q26, an increase of 57 bps year-over-year.
Please refer to Appendix 2 of this Earnings Release for an updated table summarizing the share-based payment expense plans and related expenses.
Other income – net, which includes, among other items, revenues from non-operative activities such as asset disposals, cost reimbursements, and insurance proceeds, amounted to other income – net of Ps. 16 million in 2Q26, compared to other income – net of Ps. 59 million in 2Q25. Note that in 2Q25 this line reflected a Ps. 40 million non-recurring insurance recovery related to Hurricane Otis. As a percentage of revenue, other income – net decreased by 25 bps year-over-year.
EBITDA AND EBITDA MARGIN
For 2Q26, EBITDA was Ps. 960 million, compared to Ps. 844 million in 2Q25. As previously described, our EBITDA was impacted by the increase in non-cash share-based payment expense.
Excluding non-cash share-based payment expense, EBITDA was Ps. 1,575 million, an increase of 43.8% compared to 2Q25. The EBITDA margin for 2Q26, adjusted to exclude the non-cash share-based compensation, increased by 21 bps to 6.1%.
Please see the last section of this release on how we calculate EBITDA and EBITDA Margin, which are non-IFRS financial measures.
ADDITIONAL DISCLOSURES
To allow investors to better assess our performance, the Company is providing the following supplementary information:
FINANCIAL COSTS AND NET LOSS/INCOME
Financial income totaled Ps. 37 million in 2Q26, down from Ps. 52 million in 2Q25. The decrease was primarily driven by lower interest rates and the negative impact from a stronger Mexican peso compared to the U.S. dollar given our net U.S. dollar denominated cash position.
Financial costs were Ps. 483 million for 2Q26, a 27.1% increase compared to 2Q25. This increase was primarily driven by higher interest expense on lease liabilities, reflecting the continued expansion of our stores, distribution center network, and equipment.
The Company recorded a foreign exchange loss of Ps. 85 million in 2Q26, driven by the depreciation of the U.S. dollar against the Mexican peso, which negatively impacted, in Mexican peso terms, the Company’s U.S. dollar-denominated cash position.
Income tax expense reached Ps. 208 million in 2Q26 compared to Ps. 117 million in 2Q25.
As a result, our net loss for 2Q26 was Ps. 386 million, compared to a net loss of Ps. 286 million for 2Q25.
BALANCE SHEET AND LIQUIDITY
As of June 30, 2026, the Company reported local currency cash and cash equivalents of Ps. 1,981 million. In addition, as of June 30, 2026, the Company held $236 million in U.S. dollar-denominated short-term bank deposits. The Company applied an exchange rate of Ps. 17.47 to one U.S. dollar as of June 30, 2026.
CASH FLOW STATEMENT
(In Ps. Million, except percentages)
1H26
1H25
Growth (%)
Net cash flows provided by operating activities
Ps.4,285
Ps. 1,955
119.2
%
Net cash flows used in investing activities
Ps. (3,080)
(Ps. 1,338)
130.2
%
Net cash flows used in financing activities
Ps. (655)
Ps. (923)
(29.0
%)
Net increase (decrease) in cash and cash equivalents
Ps. 550
Ps. (306)
n.m.
Our business model continues to generate strong operating cash flow through its structurally negative working capital cycle, supported by growing sales and high inventory turnover relative to supplier payment terms. This cash flow fully funds our expansion, including new stores and distribution centers.
The information provided below summarizes cash flow changes in the first half of 2026:
Net cash flows provided by operating activities increased to Ps. 4,285 million in the first six months of 2026 (“1H26”) from Ps. 1,955 million for the first half of 2025 (“1H25”). Our net working capital continues to be driven by a favorable ratio of Inventory Days to Payable Days.
Net cash flows used in investing activities totaled Ps. 3,080 million for 1H26, compared to Ps. 1,338 million in 1H25. This increase was primarily attributed to the Ps. 1,483 million allocation of the primary proceeds from the equity follow-on into short-term deposits during 2Q26, along with continued investments to expand our store and logistics network.
Net cash flows used in financing activities were Ps. 655 million for 1H26, compared to the cash flows used in 1H25 of Ps. 923 million. The amount for 1H26 reflects the inflows from the primary proceeds from the equity follow-on.
KEY OPERATING METRIC
2Q26
2Q25
Variation (%)
Number of Stores Opened
155
142
9.2%
Number of Distribution Centers
21
16
31.3%
Same Store Sales Growth (%)
20.0%
17.7%
n.m.
In 2Q26, we opened 155 net new stores compared to the 142 net new stores opened in 2Q25. In the last twelve months, the Company opened 593 net new stores, compared to 528 stores in the twelve months ending 2Q25.
Same Store Sales grew by 20.0% for 2Q26, compared to 17.7% for 2Q25.
OTHER RECENT DEVELOPMENTS
Lock-up Expiration. As previously reported, the liquidity lock-up applicable to our Class C common shares expired on August 6, 2026, and, accordingly, all Class C common shares converted automatically into Class A common shares on a one-to-one basis on such date.
Non-IFRS Measures and Other Calculations
For the convenience of investors, this release presents certain non-IFRS financial measures, which are not calculated in accordance with IFRS (“non-IFRS financial measures”). A non-IFRS financial measure is generally defined as one that purports to measure financial performance but excludes or includes amounts that would not be so excluded or included in the most comparable IFRS financial measure. Non-IFRS financial measures do not have standardized meanings and may not be directly comparable to similarly titled measures reported by other companies. These non-IFRS financial measures are used by our management for decision-making purposes and to assess our financial and operating performance, generate future operating plans and make strategic decisions regarding the allocation of capital. The non-IFRS financial measures presented herein have limitations as analytical tools, and you should not consider them in isolation or as substitutes for analysis of our results of operations presented in accordance with IFRS. Additionally, our calculations of non-IFRS financial measures may be different from the calculations used by other companies, including our competitors, and therefore, our non-IFRS financial measures may not be comparable to those of other companies.
We calculate “EBITDA”, a non-IFRS measure, as net profit (loss) for the period, plus income tax expense, financial costs, net, and total depreciation and amortization.
We calculate “EBITDA Margin”, a non-IFRS measure, for a period by dividing EBITDA for the corresponding period by total revenue for such period.
Same Store Sales: We measure “Same Store Sales” using revenue from sales of merchandise at stores that were operational for at least the full preceding 12 months for the periods under consideration. Stores that were temporarily closed (for one month or more) or permanently closed during the relevant measurement periods are excluded from this metric. Same Store Sales growth is calculated by comparing the Same Store Sales of stores that were opened and remained open throughout the relevant measurement period.
Lease Payments: Consistent with lease accounting required under IFRS 16, total depreciation and amortization includes the depreciation expense of right-of-use-asset corresponding to long-term leases, which is a non-cash expense. Such amounts, together with the interest expense on lease liabilities, is a proxy for but not equal to the Company’s actual cash expenditure incurred in connection with its leased properties.
Inventory Days: We calculate “Inventory Days” to be the average of beginning and end of period inventory balance, divided by cost of sales for the period and multiplied by the number of days during the period. Inventory Days measures the average number of days we keep inventory on hand before selling the product. This operating metric allows us to track our inventory management policies and observe how quickly we are able to rotate inventory, which is key to our cash conversion cycle.
Payable Days: We calculate “Payable Days” to be the sum of the average of beginning and end of period balance of suppliers and of accounts payable and accrued expenses, divided by cost of sales for the period and multiplied by the number of days during the period. Payable Days measures the average number of days that it takes us to pay suppliers after receiving goods or services. This metric allows us to track the terms of payment policies with suppliers and our ability to finance our operations through agreements with our suppliers.
CONFERENCE CALL DETAILS
Tiendas 3B will host a call to discuss the second quarter 2026 results on August 13 th, 2026, at 12:00 p.m. Eastern Time (10:00 a.m. Mexico City time). A webinar of the call will be accessible at:
https://zoom.us/webinar/register/WN_H7J00JR0SDSW2VhQ3n2KTA
To join via telephone, please dial one of the domestic or international numbers listed below:
Mexico
United States
+52 558 659 6002
+1 312 626 6799 (Chicago)
+52 554 161 4288
+1 346 248 7799 (Houston)
+52 554 169 6926
+1 646 558 8656 (New York)
Other international numbers available: https://us02web.zoom.us/u/knEOJCJkC
The webinar ID is 951 8752 5034
An audio replay from the conference call will be available on the Tiendas 3B website https://www.investorstiendas3b.com after the call.
FORWARD-LOOKING STATEMENTS
This release includes forward-looking statements within the meaning of Section 27A of the U.S. Securities Act of 1933, as amended, and Section 21E of the U.S. Securities Exchange Act of 1934, as amended. We base these forward-looking statements on our current beliefs, expectations and projections about future events and trends affecting our business and our market. Many important factors could cause our actual results to differ substantially from those anticipated in our forward-looking statements. Forward-looking statements are not guarantees of future performance. Forward-looking statements speak only as of the date they are made, and we undertake no obligation to update publicly or to revise any forward-looking statements. New risks and uncertainties emerge from time to time, and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this release. The words “believe,” “may,” “should,” “aim,” “estimate,” “continue,” “anticipate,” “intend,” “will,” “expect” and similar words are intended to identify forward-looking statements. Forward looking statements include information concerning our possible or assumed future results of operations, business strategies, capital expenditures, financing plans, competitive position, industry environment, potential growth opportunities, the effects of future regulation and the effects of competition. Please refer to our annual report on Form 20-F for the year ended December 31, 2024 filed with the U.S. Securities Exchange Commission (the “SEC”), as well as any subsequent filings made by us with the SEC, each of which is available on the SEC’s website ( www.sec.gov), for a more extensive discussion of the risks and other factors that may impact any forward-looking statements in this release. Considering these limitations, you should not make any investment decision in reliance on forward-looking statements contained in this release.
ABOUT TIENDAS 3B
BBB Foods Inc. (“Tiendas 3B”), a proudly Mexican company, is a pioneer and leader of the grocery hard discount model in Mexico and one of the fastest growing retailers in the country as measured by its sales and store growth rates. The 3B name, which references "Bueno, Bonito y Barato" - a Mexican saying which translates to "Good, Nice and Affordable" - summarizes Tiendas 3B’s mission of offering irresistible value to budget savvy consumers through great quality products at bargain prices. By delivering value to the Mexican consumer, we believe we contribute to the economic well-being of Mexican families. In a landmark achievement, Tiendas 3B was listed on the New York Stock Exchange in February 2024 under the ticker symbol “TBBB”.
For more information, please visit: https://www.investorstiendas3b.com/
Consolidated Income Statement
(Unaudited)
For the three months ended June 30, 2026, and June 30, 2025
(In thousands of Mexican pesos)
For the Three Months Ended June 30
2026
2025
% Change
Revenue from Sales of Merchandise
Ps. 26,002,293
Ps. 18,743,461
38.7%
Sales of Recyclables
34,999
26,218
33.5%
Total Revenue
26,037,292
18,769,679
38.7%
Cost of Sales
(21,675,036)
(15,726,829)
37.8%
Gross Profit
Ps. 4,362,256
Ps. 3,042,850
43.4%
Gross Profit Margin
16.8%
16.2%
Sales Expenses
(2,598,412)
(1,977,612)
31.4%
Administrative Expenses
(1,427,861)
(730,957)
95.3%
Other Income - Net
16,227
58,812
(72.4%)
Operating Profit
Ps. 352,210
Ps. 393,093
(10.4%)
Operating Profit Margin
1.4%
2.1%
Financial Income
36,928
52,126
(29.2%)
Financial Costs
(482,652)
(379,722)
27.1%
Exchange Rate Fluctuation
(85,315)
(234,322)
(63.6%)
Financial (Costs) Income – Net
(531,039)
(561,918)
(5.5%)
(Loss) Profit Before Income Tax
(Ps. 178,829)
(Ps. 168,825)
5.9%
Income Tax Expense
(207,507)
(117,250)
77.0%
Net (Loss) Profit for the Period
(Ps. 386,336)
(Ps. 286,075)
35.0%
Net (Loss) Profit Margin
(1.5%)
(1.5%)
Weighted Average Common Shares
118,755,982
114,766,805
Basic (Loss) Earnings per Common Share
n.m.
n.m.
EBITDA Reconciliation
Net (Loss) Profit for the Period
(Ps.386,336)
(Ps.286,075)
35.0%
Net (Loss) Profit Margin
(1.5%)
(1.5%)
Income Tax Expense
(207,507)
(117,250)
77.0%
Financial (Costs) Income – Net
(531,039)
(561,918)
(5.5%)
D&A
608,004
450,428
35.0%
EBITDA
Ps. 960,214
Ps. 843,521
13.8%
EBITDA Margin
3.7%
4.5%
Share-Based Payment Expenses
615,212
252,327
143.8%
EBITDA ex. Share-Based Payment Expenses
Ps. 1,575,426
Ps. 1,095,848
43.8%
EBITDA Margin ex. Share-Based Payment Expenses
6.1%
5.8%
(Unaudited)
For the six months ended June 30, 2026, and June 30, 2025
(In thousands of Mexican pesos)
For the Six Months Ended June 30
2026
2025
% Change
Revenue from Sales of Merchandise
Ps. 48,830,303
Ps. 35,848,958
36.2%
Sales of Recyclables
67,335
52,509
28.2%
Total Revenue
48,897,638
35,901,467
36.2%
Cost of Sales
(40,831,380)
(30,115,082)
35.6%
Gross Profit
Ps. 8,066,258
Ps. 5,786,385
39.4%
Gross Profit Margin
16.5%
16.1%
Sales Expenses
(4,962,697)
(3,740,725)
32.7%
Administrative Expenses
(2,807,037)
(1,436,543)
95.4%
Other Income - Net
37,256
81,391
(54.2%)
Operating Profit
Ps. 333,780
Ps. 690,508
(51.7%)
Operating Profit Margin
0.7%
1.9%
Financial Income
73,012
89,905
(18.8%)
Financial Costs
(939,955)
(698,189)
34.6%
Exchange Rate Fluctuation
(68,959)
(225,507)
(69.4%)
Financial (Costs) Income – Net
(935,902)
(833,791)
12.2%
(Loss) Profit Before Income Tax
(Ps. 602,122)
(Ps. 143,283)
320.2%
Income Tax Expense
(342,473)
(229,771)
49.0%
Net (Loss) Profit for the Period
(Ps. 944,595)
(Ps. 373,054)
153.2%
Net (Loss) Profit Margin
(1.9%)
(1.0%)
Weighted Average Common Shares
118,001,724
114,766,805
Basic (Loss) Earnings per Common Share
n.m.
n.m.
EBITDA Reconciliation
Net (Loss) Profit for the Period
(Ps.944,595)
(Ps.373,054)
153.2%
Net (Loss) Profit Margin
(1.9%)
(1.0%)
Income Tax Expense
(342,473)
(229,771)
49.0%
Financial (Costs) Income – Net
(935,902)
(833,791)
12.2%
D&A
1,180,633
858,124
37.6%
EBITDA
Ps. 1,514,413
Ps. 1,548,632
(2.2%)
EBITDA Margin
3.1%
4.3%
Share-Based Payment Expenses
1,336,717
465,617
187.1%
EBITDA ex. Share-Based Payment Expenses
Ps. 2,851,130
Ps. 2,014,249
41.5%
EBITDA Margin ex. Share-Based Payment Expenses
5.8%
5.6%
(Unaudited)
As of June 30, 2026, and December 31, 2025
(In thousands of Mexican pesos)
As of June 30,
As of December 31,
2026
2025
Current Assets:
Cash and cash equivalents
Ps. 1,981,125
Ps. 1,427,248
Short-term bank deposits
4,128,611
2,711,422
Sundry debtors
270,402
125,033
VAT and other taxes receivable
1,291,596
1,172,101
Advanced payments
170,436
72,927
Inventories
4,223,801
4,217,417
Total Current Assets
Ps. 12,065,971
Ps. 9,726,148
Non-Current Assets:
Guarantee deposits
166,839
109,096
VAT receivable
375,336
333,607
Property, furniture, equipment, and lease-hold improvements - Net
10,759,706
9,348,874
Right-of-use assets - Net
12,511,887
10,305,131
Intangible assets - Net
38,686
27,819
Deferred income tax
897,339
675,504
Total Non-Current Assets
Ps. 24,749,793
Ps. 20,800,031
Total Assets
Ps. 36,815,764
Ps. 30,526,179
Current Liabilities:
Suppliers
13,252,362
11,428,037
Accounts payable and accrued expenses
929,226
536,792
Income tax payable
185,916
41,624
Bonus payable to related parties
158,538
102,988
Short-term debt
1,550,688
2,107,044
Lease liabilities
1,405,420
1,118,382
Employees’ statutory profit sharing payable
275,674
267,423
Total Current Liabilities
Ps. 17,757,824
Ps. 15,602,290
Non-Current Liabilities:
Long-term debt
254,071
141,907
Lease liabilities
12,711,124
10,612,062
Employee benefits
88,335
44,487
Total Non-Current Liabilities
Ps. 13,053,530
Ps. 10,798,456
Total Liabilities
Ps. 30,811,354
Ps. 26,400,746
Stockholders' Equity:
Capital stock
11,733,128
9,325,356
Reserve for share-based payments
3,678,857
3,263,057
Cumulative losses
(9,407,575)
(8,462,980)
Total Stockholders’ Equity
Ps. 6,004,410
Ps. 4,125,433
Total Liabilities and Stockholders’ Equity
Ps. 36,815,764
Ps. 30,526,179
(Unaudited)
For the three months ended June 30, 2026, and June 30, 2025
(In thousands of Mexican pesos)
For the Three Months Ended June 30,
2026
2025
(Loss) profit before income tax
(Ps. 178,829)
(Ps. 168,825)
Adjustments for:
Depreciation of property, furniture, equipment, and lease-hold improvements
282,864
202,236
Depreciation of right-of-use assets
323,436
247,405
Amortization of intangible assets
1,704
787
Defined costs on employee benefits
3,923
2,982
Interest expense on lease liabilities
464,034
369,079
Interest on debt and bonus payable, and amortization of issuance costs
12,929
8,212
Financial income
(36,928)
(52,126)
Interests and commissions from credit lines
4,713
2,432
Loss on disposal of property, furniture, equipment, and lease-hold improvements
-
13,778
Exchange rate fluctuation
85,315
234,322
Share-based payment expense
615,212
252,327
Increase in inventories
(103,456)
(163,058)
Increase in other current assets and guarantee deposits
(295,693)
(344,969)
Increase in suppliers
1,173,644
368,668
Increase in other current liabilities
154,795
(29,776)
Increase in Employees’ benefits
18,000
-
Increase (decrease) on bonus payable to related parties
26,761
(3,753)
Income taxes paid
(227,695)
(179,400)
Net cash flows provided by operating activities
Ps. 2,324,729
Ps. 760,321
Purchase of property, furniture, equipment, and lease-hold improvements
(934,827)
(876,808)
Sale of property and equipment
107
1,770
Additions to intangible assets
(6,859)
(3,222)
Short-term bank deposits
(1,482,851)
949
Interest earned on short-term investments and other
27,874
50,111
Net cash flows used in investing activities
(Ps. 2,396,556)
(Ps. 827,200)
Payments made on supplier finance arrangements-net of commissions received
(2,299,251)
(1,301,446)
Finance obtained through supplier finance arrangements
2,360,478
1,412,327
Proceeds (payment) from credit lines
(46,721)
120,000
Payment of debt
(68,666)
(44,698)
Interest payment on debt
(17,642)
(10,644)
Proceeds from primary share offering, net
1,486,855
-
Principal payments on lease liabilities
(243,978)
(164,314)
Interest payments on leases
(464,034)
(369,079)
Net cash flows used in financing activities
Ps. 707,041
(Ps. 357,854)
Net increase (decrease) in cash and cash equivalents
635,214
(424,733)
Effect of foreign exchange movements on cash balances
2,392
(21,281)
Cash and cash equivalents at beginning of period
1,343,519
1,567,305
Cash and cash equivalents at end of period
Ps. 1,981,125
Ps. 1,121,291
(Unaudited)
For the six months ended June 30, 2026, and June 30, 2025
(In thousands of Mexican pesos)
For the Six Months Ended June 30,
2026
2025
(Loss) profit before income tax
(Ps. 602,122)
(Ps. 143,283)
Adjustments for:
Depreciation of property, furniture, equipment, and lease-hold improvements
542,812
388,457
Depreciation of right-of-use assets
634,733
468,333
Amortization of intangible assets
3,088
1,334
Defined costs on employee benefits
7,846
5,965
Interest expense on lease liabilities
891,666
674,518
Interest on debt and bonus payable, and amortization of issuance costs
22,254
16,035
Financial income
(73,012)
(89,905)
Interests and commissions from credit lines
24,084
7,636
Loss on disposal of property, furniture, equipment, and lease-hold improvements
-
13,778
Exchange rate fluctuation
68,959
225,507
Share-based payment expense
1,336,717
465,617
Increase in inventories
(6,384)
(71,592)
Increase in other current assets and guarantee deposits
(462,004)
(557,420)
Increase in suppliers
1,824,316
815,683
Increase in other current liabilities
400,905
59,675
Increase in Employees’ benefits
36,000
-
Increase (decrease) on bonus payable to related parties
55,550
10,790
Income taxes paid
(420,015)
(335,959)
Net cash flows provided by operating activities
Ps. 4,285,393
Ps. 1,955,169
Purchase of property, furniture, equipment, and lease-hold improvements
(1,641,401)
(1,418,061)
Sale of property and equipment
185
1,940
Additions to intangible assets
(13,956)
(10,474)
Short-term bank deposits
(1,482,851)
2,911
Interest earned on short-term investments and other
58,263
86,055
Net cash flows used in investing activities
(Ps. 3,079,760)
(Ps. 1,337,629)
Payments made on supplier finance arrangements-net of commissions received
(4,139,777)
(2,425,445)
Finance obtained through supplier finance arrangements
4,354,953
2,596,957
Proceeds (payment) from credit lines
(844,791)
(955)
Payment of debt
(119,259)
(87,299)
Interest payment on debt
(46,338)
(23,672)
Proceeds from primary share offering, net
1,486,855
-
Principal payments on lease liabilities
(455,388)
(308,436)
Interest payments on leases
(891,666)
(674,518)
Net cash flows used in financing activities
(Ps. 655,411)
(Ps. 923,368)
Net increase (decrease) in cash and cash equivalents
550,222
(305,828)
Effect of foreign exchange movements on cash balances
3,655
(20,047)
Cash and cash equivalents at beginning of period
1,427,248
1,447,166
Cash and cash equivalents at end of period
Ps. 1,981,125
Ps. 1,121,291
APPENDIX 1: FULLY DILUTED SHARES ILLUSTRATIVE CALCULATION
To further improve investor’s understanding of our capital structure, we are providing below an illustrative calculation of our fully diluted share count as of June 30, 2026, inclusive of Class A common shares and Class C common shares subject to vested and unvested stock options, restricted stock units, and Class C common shares under the Liquidity Event Plan and the Bolton Partners Share Allocation. We calculate our fully diluted common shares outstanding by assuming the “net settlement” of all our outstanding options at their weighted average strike price.
The illustrative example below assumes:
Illustrative Fully Diluted Share Count
Share Count
As of June 30, 2026
Class A common shares (publicly traded and registered) (1)
77,938,244
Class B common shares (high-vote shares)
5,210,000
Class C common shares (2)
38,039,530
Common Shares Outstanding
121,187,774
Liquidity Event Plan Class C common shares (3)
4,374,993
Bolton Partners Class C Share Allocation
4,224,960
Class C Common Shares Subject to Vesting or Delayed Delivery
8,599,953
Total Common Shares
129,787,727
Net Shares subject to Equity-Based Compensation Plans (4)
32,259,957
Fully Diluted Share Count
162,047,684
(1)
(2)
(3)
(4)
See the illustrative calculation below for how this figure is calculated. Assumes the net exercise at their weighted average strike price of all options granted under our Legacy Plan, all options granted under our Post-IPO Equity Incentive Plan and all restricted stock units granted under our Post-IPO Equity Incentive Plan.
Common Shares issuable upon exercise
Weighted-average strike price
Net Shares (1) (2)
Legacy Plan
37,640,312
X
(US$35.00 - US$5.73)
=
31,480,088
US$35.00
Post-IPO Equity Incentive Plan Options
4,082,500
X
(US$35.00 - US$32.91)
=
244,205
US$35.00
Post-IPO Equity Incentive Plan RSUs
535,664
=
535,664
Net Shares subject to Equity-Based Compensation Plans
32,259,957
(1)
Net share numbers have been rounded down to the nearest whole share.
(2)
For illustrative purposes we are assuming all options are exercised into Class A common shares but note that options under our Legacy Plan are exercisable for Class C common shares. All our Class C common shares are subject to a liquidity lock-up that expires on August 6, 2026 (subject to exceptions).
The example above is provided for illustrative purposes only. The number of common shares outstanding would change if the strike price of the specific option being exercised were higher or lower than the weighted average strike price assumed for this exercise and/or if the market price for our Class A common shares was higher or lower at the time of exercise than the assumed price.
APPENDIX 2: SHARE-BASED PAYMENT EXPENSE
The tables and explanatory text below provide a breakdown of the expenses associated with stock options and restricted shares granted under the Legacy Plan, the Post-IPO Equity Incentive Plan, and the Liquidity Event Plan.
All our share-based compensation plans were previously fully disclosed in our offering documents and public filings, including in our annual report on Form 20-F for the year ended December 31, 2025, for the year ended December 31, 2024 and for the year ended December 31, 2023 filed with the U.S. Securities Exchange Commission (the “SEC”), each of which is available on the SEC’s website ( www.sec.gov) and on our investor relations website.
The previously disclosed Liquidity Event Plan in the aggregate amount of 7.5 million Class C common shares was subject to formal assignment and delivery. On June 24, 2025, Tiendas 3B formally granted the 7.5 million Class C common shares to the Liquidity Event Plan participants. Our board of directors also determined it was in the best interest of the Company primarily in relation to talent retention to subject the award to quarterly vesting over a three-year period. The corresponding expense will be recognized during such three-year period beginning in the third quarter of 2025 using a graded vesting model (accelerated expense recognition) with a corresponding increase to equity.
Under IFRS, the cost of this award is recognized as a non-cash expense in the profit and loss statement, even though the award is equity-settled. The fair value of the grant is determined at the grant date, and for awards with vesting conditions, the expense is recognized over the applicable vesting period. To improve investors’ understanding of how we recognize the non-cash expenses associated with each of our share-based payment arrangements, we are including below our current expectations for non-cash share-based payment expenses per program from 2025 until 2028. We note however, that these figures may vary slightly from initial estimates due to the actual vesting of the awards.
It is important to note that the formal grant of these awards and vesting schedule does not result in any additional dilution beyond what was previously disclosed and is already reflected in our fully diluted share count, discussed in Appendix 1. Additionally, the estimated share-based payment expense reflected in the table below only considers awards granted as of today. The Company may grant additional awards under the 2024 Equity Incentive Plan as administered by the Company’s compensation committee (or such other committee of our board of directors to which it has properly delegated power, or if no such committee or subcommittee exists, our board of directors).
Projected Share-Based Payment Non-Cash Expense (1)
(In Ps. Million)
Projected
Breakdown
3Q26E
4Q26E
FY26E
FY27E
FY28E
FY29E
Legacy Plan
57
57
219
115
45
-
Post-IPO Equity Incentive Plan - Options
134
134
530
278
142
50
Post-IPO Equity Incentive Plan - RSUs
63
63
252
17
-
-
Total
255
255
1,001
411
187
50
Liquidity Event Plan Shares
298
235
1,378
470
28
-
Total
553
489
2,379
881
215
50
(1)
Expense is recognized on a non-linear basis using a graded vesting method, being higher at the start of the period and decreasing over time.