BBB Foods Inc. and Subsidiaries

Unaudited Interim Condensed Consolidated Financial Statements
As of March 31, 2026 and December 31, 2025 and for the three-month periods ended March 31, 2026 and 2025

 


BBB Foods Inc. and Subsidiaries

Index

Unaudited Interim Condensed Consolidated Financial Statements
As of March 31, 2026 and December 31, 2025 and for the three-month periods ended March 31, 2026 and 2025

Content

Page

Unaudited Interim Condensed Consolidated Financial Statements:

 

Unaudited Interim Condensed Consolidated Statements of Financial Position

3

Unaudited Interim Condensed Consolidated Statements of Profit or Loss

4

Unaudited Interim Condensed Consolidated Statements of Changes in Stockholders’ Equity

5

Unaudited Interim Condensed Consolidated Statements of Cash Flows

6

Notes to the Unaudited Interim Condensed Consolidated Financial Statements

7-30

 

 


BBB Foods Inc. and Subsidiaries

Unaudited Interim Condensed Consolidated Statements of Financial

Position

As of March 31, 2026 and December 31, 2025

Thousands of Mexican Pesos (Ps.)

 

 

As of March 31,

 

 

As of December 31,

 

 

 

 

 

 

 

 

2026

 

 

2025

 

Assets

 

 

 

 

 

 

 

 

CURRENT ASSETS:

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

Ps.

 

1,343,519

 

 

Ps.

 

1,427,248

 

Short-term bank deposits

 

 

 

2,728,532

 

 

 

 

2,711,422

 

Sundry debtors

 

 

 

210,880

 

 

 

 

125,033

 

VAT and other taxes receivable

 

 

 

1,167,280

 

 

 

 

1,172,101

 

Advanced payments

 

 

 

129,211

 

 

 

 

72,927

 

Inventories

 

 

 

4,120,346

 

 

 

 

4,217,417

 

Total current assets

 

Ps.

 

9,699,768

 

 

Ps.

 

9,726,148

 

NON-CURRENT ASSETS:

 

 

 

 

 

 

 

 

Guarantee deposits

 

 

 

159,231

 

 

 

 

109,096

 

VAT receivable

 

 

 

312,477

 

 

 

 

333,607

 

Property, furniture, equipment, and leasehold improvements – Net (Note 6)

 

 

 

9,949,559

 

 

 

 

9,348,874

 

Right-of-use assets – Net (Note 7)

 

 

 

11,364,858

 

 

 

 

10,305,131

 

Intangible assets – Net

 

 

 

33,532

 

 

 

 

27,819

 

Deferred income tax

 

 

 

745,758

 

 

 

 

675,504

 

Total non-current assets

 

Ps.

 

22,565,415

 

 

Ps.

 

20,800,031

 

Total assets

 

Ps.

 

32,265,183

 

 

Ps.

 

30,526,179

 

 

 

 

 

 

 

 

 

 

Liabilities and Stockholders’ Equity

 

 

 

 

 

 

 

 

CURRENT LIABILITIES:

 

 

 

 

 

 

 

 

Suppliers

 

 

 

12,078,709

 

 

 

 

11,428,037

 

Accounts payable and accrued expenses

 

 

 

709,600

 

 

 

 

536,792

 

Income tax payable

 

 

 

54,523

 

 

 

 

41,624

 

Bonus payable to related parties (Note 9)

 

 

 

131,778

 

 

 

 

102,988

 

Short-term debt (Note 10)

 

 

 

1,496,672

 

 

 

 

2,107,044

 

Lease liabilities (Note 11)

 

 

 

1,252,739

 

 

 

 

1,118,382

 

Employees’ statutory profit sharing payable

 

 

 

341,046

 

 

 

 

267,423

 

Total current liabilities

 

Ps.

 

16,065,067

 

 

Ps.

 

15,602,290

 

NON-CURRENT LIABILITIES:

 

 

 

 

 

 

 

 

Long-term debt (Note 10)

 

 

 

207,706

 

 

 

 

141,907

 

Lease liabilities (Note 12)

 

 

 

11,637,319

 

 

 

 

10,612,062

 

Employee benefits

 

 

 

66,412

 

 

 

 

44,487

 

Total non-current liabilities

 

Ps.

 

11,911,437

 

 

Ps.

 

10,798,456

 

Total liabilities

 

Ps.

 

27,976,504

 

 

Ps.

 

26,400,746

 

STOCKHOLDERS' EQUITY:

 

 

 

 

 

 

 

 

Capital stock (Note 16)

 

 

 

9,927,136

 

 

 

 

9,325,356

 

Reserve for share-based payments

 

 

 

3,382,782

 

 

 

 

3,263,057

 

Cumulative losses

 

 

 

(9,021,239

)

 

 

 

(8,462,980

)

Total stockholders’ equity

 

Ps.

 

4,288,679

 

 

Ps.

 

4,125,433

 

Total liabilities and stockholders’ equity

 

Ps.

 

32,265,183

 

 

Ps.

 

30,526,179

 

 

The accompanying notes are an integral part of these interim condensed consolidated financial statements.

Page 3


BBB Foods Inc. and Subsidiaries

Unaudited Interim Condensed Consolidated Statements of Profit or Loss
For the three-month periods ended March 31, 2026 and 2025

Thousands of Mexican Pesos (Ps.), except for number of
shares and earnings (loss) per share

 

 

For the three-month periods ended March 31,

 

 

 

 

 

2026

 

 

2025

 

Revenue from sales of merchandise

 

Ps.

 

22,828,010

 

 

Ps.

 

17,105,497

 

Sales of recyclables

 

 

 

32,336

 

 

 

 

26,291

 

Total revenue

 

 

 

22,860,346

 

 

 

 

17,131,788

 

Cost of sales (Note 14)

 

 

 

(19,156,344

)

 

 

 

(14,388,253

)

Gross profit

 

 

 

3,704,002

 

 

 

 

2,743,535

 

 

 

 

 

 

 

 

 

Sales expenses (Note 14)

 

 

 

(2,364,285

)

 

 

 

(1,763,113

)

Administrative expenses (Note 14)

 

 

 

(1,379,176

)

 

 

 

(705,586

)

Other income - Net

 

 

 

21,029

 

 

 

 

22,579

 

Operating (loss) profit

 

 

 

(18,430

)

 

 

 

297,415

 

 

 

 

 

 

 

 

 

Financial income (Note 15)

 

 

 

36,084

 

 

 

 

37,779

 

Financial costs (Note 15)

 

 

 

(457,303

)

 

 

 

(318,467

)

Exchange rate fluctuation - Net (Note 15)

 

 

 

16,356

 

 

 

 

8,815

 

Financial costs – Net

 

 

 

(404,863

)

 

 

 

(271,873

)

(Loss) profit before income tax

 

 

 

(423,293

)

 

 

 

25,542

 

Income tax expense (Note 18)

 

 

 

(134,966

)

 

 

 

(112,521

)

Net (loss) for the period

 

Ps.

 

(558,259

)

 

Ps.

 

(86,979

)

 

 

 

 

 

 

 

 

 

Basic losses per common share

 

Ps.

 

(4.76

)

 

Ps.

 

(0.76

)

Diluted losses per common share

 

Ps.

 

(4.76

)

 

Ps.

 

(0.76

)

 

 

 

 

 

 

 

 

 

Weighted average common shares outstanding (Note 17)

 

 

 

 

 

 

 

 

     Basic

 

 

 

117,239,083

 

 

 

 

113,844,994

 

     Diluted

 

 

 

117,239,083

 

 

 

 

113,844,994

 

The accompanying notes are an integral part of these interim condensed consolidated financial statements.

Page 4


BBB Foods Inc. and Subsidiaries

Unaudited Interim Condensed Consolidated Statements of Changes in

Stockholders’ Equity

For the three-month periods ended March 31, 2026 and 2025

Thousands of Mexican Pesos (Ps.)

 

 

Capital
Stock

 

 

Cumulative
Losses

 

 

Reserve for
share - based payments

 

 

Total
stockholders’ equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balances as of January 1, 2025

 

Ps.

 

8,283,347

 

 

Ps.

 

(5,623,409

)

 

Ps.

 

1,374,844

 

 

Ps.

 

4,034,782

 

Net loss for the period

 

 

 

 

 

 

 

(86,979

)

 

 

 

 

 

 

 

(86,979

)

Share - based payments

 

 

 

 

 

 

 

 

 

 

 

213,290

 

 

 

 

213,290

 

Exercised Options and Vested RSU’s (Note 16)

 

 

 

29,681

 

 

 

 

 

 

 

 

(29,681

)

 

 

 

 

Balances as of March 31, 2025

 

Ps.

 

8,313,028

 

 

Ps.

 

(5,710,388

)

 

Ps.

 

1,558,453

 

 

Ps.

 

4,161,093

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balances as of January 1, 2026

 

Ps.

 

9,325,356

 

 

Ps.

 

(8,462,980

)

 

Ps.

 

3,263,057

 

 

Ps.

 

4,125,433

 

Net loss for the period

 

 

 

 

 

 

 

(558,259

)

 

 

 

 

 

 

 

(558,259

)

Share - based payments (Note 18)

 

 

 

 

 

 

 

 

 

 

 

721,505

 

 

 

 

721,505

 

Exercised Options and Vested RSU’s (Note 16)

 

 

 

601,780

 

 

 

 

 

 

 

 

(601,780

)

 

 

 

 

Balances as of March 31, 2026

 

Ps.

 

9,927,136

 

 

Ps.

 

(9,021,239

)

 

Ps.

 

3,382,782

 

 

Ps.

 

4,288,679

 

The accompanying notes are an integral part of these interim condensed consolidated financial statements.

 

Page 5


BBB Foods Inc. and Subsidiaries

Unaudited Interim Condensed Consolidated Statements of Cash Flows

For the three-month periods ended March 31, 2026 and 2025

Thousands of Mexican Pesos (Ps.)

 

 

For the three-month periods ended March 31,

 

 

 

 

 

2026

 

 

2025

 

Operating activities

 

 

 

 

 

 

 

 

(Loss) profit before income tax

 

Ps.

 

(423,293

)

 

Ps.

 

25,542

 

Adjustments for:

 

 

 

 

 

 

 

 

Depreciation of property, furniture, equipment and leasehold improvements (Note 6)

 

 

 

259,948

 

 

 

 

186,221

 

Depreciation of right-of-use assets (Note 7)

 

 

 

311,297

 

 

 

 

220,927

 

Amortization of intangible assets

 

 

 

1,384

 

 

 

 

547

 

Employee benefits

 

 

 

3,923

 

 

 

 

2,983

 

Interest expense on lease liabilities (Note 12)

 

 

 

427,632

 

 

 

 

305,439

 

Interest on debt and bonus payable to related parties

 

 

 

9,325

 

 

 

 

7,823

 

Other financial income

 

 

 

(36,084

)

 

 

 

(37,779

)

Interests and commissions from credit lines

 

 

 

19,371

 

 

 

 

5,204

 

Exchange rate fluctuation

 

 

 

(16,356

)

 

 

 

(8,815

)

Share-based payments expense (Note 18)

 

 

 

721,505

 

 

 

 

213,290

 

 

 

 

1,278,652

 

 

 

 

921,382

 

 

 

 

 

 

 

 

 

  Decrease in inventories

 

 

 

97,072

 

 

 

 

91,466

 

  Increase in other current assets and guarantee deposits

 

 

 

(166,311

)

 

 

 

(212,450

)

  Increase in suppliers

 

 

 

650,672

 

 

 

 

447,015

 

  Increase in other current liabilities

 

 

 

246,110

 

 

 

 

89,451

 

  Increase in employees’ benefits

 

 

 

18,000

 

 

 

 

 

  Increase on bonus payable to related parties (Note 9)

 

 

 

28,789

 

 

 

 

14,543

 

  Income taxes paid

 

 

 

(192,320

)

 

 

 

(156,559

)

Net cash flows provided by operating activities

 

 

 

1,960,664

 

 

 

 

1,194,848

 

 

 

 

 

 

 

 

 

Investing activities

 

 

 

 

 

 

 

 

Purchase of property, furniture, equipment and leasehold improvements

 

 

 

(706,574

)

 

 

 

(541,253

)

Sale of property and equipment (Notes 6)

 

 

 

78

 

 

 

 

170

 

Additions to intangible assets

 

 

 

(7,097

)

 

 

 

(7,252

)

Short-term bank deposits (Notes 6)

 

 

 

 

 

 

 

1,962

 

Interest received in short-term investments and other

 

 

 

30,389

 

 

 

 

35,944

 

Net cash flows used in investing activities

 

 

 

(683,204

)

 

 

 

(510,429

)

 

 

 

 

 

 

 

 

Financing activities

 

 

 

 

 

 

 

 

 Payments made on reverse factoring transactions-Net of commissions received (Notes 5 and 10)

 

 

 

(1,840,526

)

 

 

 

(1,123,999

)

 Finance obtained through supplier finance arrangements (Notes 5 and 10)

 

 

 

1,994,475

 

 

 

 

1,184,630

 

 Payment Santander and HSBC from credit lines, net

 

 

 

(798,070

)

 

 

 

(120,955

)

 Payment of debt (Notes 5 and 10)

 

 

 

(50,593

)

 

 

 

(42,601

)

 Interest payment on debt

 

 

 

(28,696

)

 

 

 

(13,028

)

 Principal payments on lease liabilities (Note 12)

 

 

 

(211,410

)

 

 

 

(144,122

)

 Interest payments on leases (Note 12)

 

 

 

(427,632

)

 

 

 

(305,439

)

Net cash flows used in financing activities

 

 

 

(1,362,452

)

 

 

 

(565,514

)

 

 

 

 

 

 

 

 

Net (decrease) increase in cash and cash equivalents

 

 

 

(84,992

)

 

 

 

118,905

 

Effect of foreign exchange movements on cash balances

 

 

 

1,263

 

 

 

 

1,234

 

Cash and cash equivalents at beginning of period

 

 

 

1,427,248

 

 

 

 

1,447,166

 

Cash and cash equivalents at end of period

 

Ps.

 

1,343,519

 

 

Ps.

 

1,567,305

 

 

The accompanying notes are an integral part of these interim condensed consolidated financial statements.

Page 6


BBB Foods Inc. and Subsidiaries

Notes to the Unaudited Interim Condensed Consolidated Financial Statements

As of March 31, 2026 and December 31, 2025 and for the three-month periods ended March 31, 2026 and 2025

Amounts expressed in Thousands of Mexican Pesos (Ps.)

Note 1 -
History and activity of the Company:

BBB Foods Inc. was incorporated in the British Virgin Islands on July 9, 2004 with company number 605635, and its registered office is Commerce House, Wickhams Cay 1, P.O. Box 3140, Road Town, Tortola, British Virgin Islands. As an entity incorporated under the laws of the British Virgin Islands, BBB Foods Inc. is not subject to any form of taxation. BBB Foods Inc. has two wholly owned subsidiaries domiciled in the UK: BBB Foods Limited Partnership and Lothian Shelf Limited (collectively hereinafter referred as the "Scottish entities"). The Scottish entities have a wholly owned subsidiary, Tiendas Tres B, S. A. de C. V. (Tiendas Tres B), that operates in the hard discount grocery retail industry through a chain of 3,469 stores at March 31, 2026, where it offers high-quality branded and private label products.

The following are the main subsidiaries as of March 31, 2026 and December 31, 2025 over which control is exercised, directly and indirectly:

 

% of ownership

Company

March 31, 2026

December 31, 2025

Country

Main activity

BBB Foods Limited Partnership

100%

100%

Scotland

Intermediate parent

Lothian Shelf Limited

100%

100%

Scotland

Holding company

Tiendas Tres B, S. A. de C. V.

100%

100%

Mexico

Operating company

BBB Foods Inc., collectively with its main subsidiaries, the Scottish entities and Tiendas Tres B, are hereinafter referred to as the “Company”, “BBB Foods” or the “Group”.

Secondary offering

On February 5, 2025, BBB Foods Inc. completed a secondary offering of 21,000,000 Class A common shares by certain selling stockholders and on February 21, 2025, the underwriters exercised their option and purchased 2,338,431 additional Class A common shares. Also, on January 29, 2025, some former directors of the Company's Board exercised their options, and 343,348 new Class C common shares were issued. See Note 16.

Up to January 2024, BBB Foods Inc. was jointly controlled by several vehicles collectively referred to as “QS BBB”, and Bolton Partners Ltd. As a result of (i) BBB Foods Inc.'s initial public offering ("IPO") in February 2024, (ii) the February 2025 secondary offering described above and (iii) the termination of the shareholders’ agreement, QS BBB ceased to exercise joined control. As of March 31, 2026, share ownership was divided among different shareholders, however, Bolton Partners Ltd. is the main shareholder, owning 11.3% of the shares and 45.2% of the voting rights over all matters requiring shareholder approval. The Chairman of the Board of BBB Foods Inc. and CEO of Tiendas Tres B is the shareholder of Bolton Partners Ltd.

Significant changes in the current period

Although the Mexican retail environment has been affected by lower consumer confidence, weak consumer spending and increasingly price-sensitive consumers, the Group remains well placed to grow revenues through ongoing store openings and higher sales from stores that have been operating for more than one year. The Group has maintained cash generation from operations, driven by strong sales

Page 7


BBB Foods Inc. and Subsidiaries

Notes to the Unaudited Interim Condensed Consolidated Financial Statements

As of March 31, 2026 and December 31, 2025 and for the three-month periods ended March 31, 2026 and 2025

growth, maintained negative working capital and committed financing facilities to service its operating activities as of March 31, 2026.

In the three-month period ended March 31, 2026, the Group’s results were particularly affected by the following events:

A higher non-cash share-based payment expense (See Note 18);
Increased staffing expenses for the new regional operations and continued investments in human capital (See Note 14);
Increases in both financial costs driven by higher interest expense on lease liabilities, and depreciation and amortization expenses, reflecting the continued expansion of the Group's stores, distribution center network and equipment (See Notes 12 and 14); and
A decrease in financial income primarily driven by lower interest rates and the negative impact from the stronger Mexican peso versus the US dollar (See Note 15).

 

Note 2 -
Basis of preparation:

2.1 Basis of preparation

These unaudited interim condensed consolidated financial statements as of March 31, 2026, December 31, 2025, and for the three-month periods ended March 31, 2026 and 2025 have been prepared in accordance with International Accounting Standard (IAS) 34 “Interim Financial Reporting”, as issued by the International Accounting Standards Board, do not include all the information and disclosures required in the annual financial statements and should be read in conjunction with the Company’s annual consolidated financial statements as of December 31, 2025. However, selected explanatory notes are included to explain events and transactions that are significant to an understanding of changes in the Company’s financial position and performance since the last annual consolidated financial statements. The accounting policies adopted in the preparation of these interim condensed consolidated financial statements are consistent with those utilized in the annual consolidated financial statements, except for the estimation of the interim income tax expense, and the adoption of new and amended standards as set out in Note 3.

The figures included in the unaudited interim condensed consolidated financial statements of the Company are measured in the currency of the primary economic environment where the entity operates (functional currency). As of March 31, 2026 and December 31, 2025 and for the three-months ended March 31, 2026 and 2025, the currency in which the unaudited interim condensed consolidated financial statements of the Company are presented is the Mexican peso.

In the accompanying notes to the financial statements, references to “Ps” are to thousands of Mexican pesos. References to “US$” are to United States dollars, unless otherwise indicated.

2.2 Financial statements authorization

These interim condensed consolidated financial statements and their accompanying notes were authorized for issuance on May 27, 2026, by Eduardo Pizzuto (Chief Financial Officer) and K. Anthony Hatoum (CEO).

Page 8


BBB Foods Inc. and Subsidiaries

Notes to the Unaudited Interim Condensed Consolidated Financial Statements

As of March 31, 2026 and December 31, 2025 and for the three-month periods ended March 31, 2026 and 2025

Note 3 -
New and amended standards and interpretations:

The accounting policies adopted in the preparation of these interim condensed consolidated financial statements are consistent with those followed in the preparation of the Company’s annual consolidated financial statements for the year ended December 31, 2025, except for the adoption of new standards effective as of January 1, 2026 and the estimation of income tax (see Note 13). The Company has not early adopted any standard, interpretation or amendment that has been issued but is not yet effective. Several amendments apply for the first time in 2026, but do not have an impact on the interim condensed consolidated financial statements of the Company.

3.1
Application of new and revised International Financial Reporting Standards that are mandatorily effective for 2026

Effective January 1, 2026, the Company adopted amendments to IFRS 9 and IFRS 7, which clarify the date of recognition and derecognition of trade receivables and trade payables, with a new exception for some financial liabilities settled through an electronic cash transfer system. These amendments are applied retrospectively; however, comparative information is not required to be restated if it is not possible to do so without the use of hindsight. When comparatives are not restated, the effect of initial application is recognized in the opening balances as of the date of initial application, with any resulting difference recognized in retained earnings or another component of equity, as appropriate.

Under the amendments, trade payables are derecognized on the settlement date, that is, when the liability is extinguished. As an accounting policy election, financial liabilities settled through electronic payment systems may be derecognized before the settlement date, provided that the Company no longer has the ability to cancel the payment instruction, no longer has access to the cash, and the settlement risk is insignificant. This option does not apply to financial assets or to payments made through checks or similar instruments.

The amendments did not have an impact on the interim condensed consolidated financial statements of the Company. As there is no impact, no adjustment was recorded to the opening balance of retained earnings as of January 1, 2026.

The amendments to IFRS 9 and IFRS 7 ‘Contracts Referencing Nature-dependent Electricity’ effective for periods beginning January 1, 2026 did not have an impact on the interim condensed consolidated financial statements of the Company.

3.2 New and revised IFRS issued but not yet effective

IFRS 18

Presentation and Disclosure in Financial Statements (1)

IFRS 19

Subsidiaries without Public Accountability: Disclosures (1)

Amendments to IAS 21

Translation to Hyperinflationary Presentation Currency (1)

(1) Effective for annual periods beginning January 1, 2027.

The Company is analyzing the potential impacts of these amendments and based on current progress, it does not expect that any of them will have a material impact on the consolidated financial statements, except for IFRS 18 with mandatory effective date of January 1, 2027.

Page 9


BBB Foods Inc. and Subsidiaries

Notes to the Unaudited Interim Condensed Consolidated Financial Statements

As of March 31, 2026 and December 31, 2025 and for the three-month periods ended March 31, 2026 and 2025

Retrospective application is required, so comparative information for the year ending December 31, 2026 will be restated in accordance with IFRS 18.

Note 4 -
Risk management:

For further information on how the Company manages its financial risks see Note 5 - Risk management in the Consolidated Financial Statements as of December 31, 2025 and 2024, and for the years ended December 31, 2025, 2024 and 2023.

4.1 Liquidity risk

The amount due to the financial institutions regarding the supplier finance arrangements amounted to Ps.1,269,148 (out of which Ps.706,700 corresponded to Santander Mexico S.A. ("Santander") and Ps.562,448 to HSBC Mexico, S.A. ("HSBC"), and Ps.1,119,196 (out of which Ps.526,077 corresponded to Santander and Ps.593,119 to HSBC), as of March 31, 2026 and December 31, 2025, respectively.

4.2 Capital risk

The Company’s objectives on managing capital risk are safeguarding the Company’s ability to continue as an ongoing business, maximizing benefits for the stockholders and maintaining an optimal capital structure to reduce the cost of capital.

With the objective of maintaining or adjusting the capital structure, the Company can reduce capital in favor of its stockholders and / or to cover accumulated losses. Consistent with other participants in the industry, the Company monitors capital based on the operating leverage ratio.

4.3 Exchange rate risks

The Company’s exposure to the volatility of the exchange rate of its functional currency against the US dollar (US$) for the Company's financial instruments is shown below (figures in this table are expressed in US$):

March 31, 2026

 

 

December 31, 2025

 

 Financial assets

US$

 

167,093,089

 

 

US$

 

166,244,336

 

 Financial liabilities

 

 

(727,379

)

 

 

 

(350,426

)

 Foreign exchange monetary position

US$

 

166,365,710

 

 

US$

 

165,893,910

 

 

The exchange rates at the date of the financial statements, for one US dollar, were as follows:

 

 

For the three-month periods ended March 31

 

March 31,

December 31,

March 31,

2026

2025

 

2026

2025

2025

 

Average exchange rate

Closing exchange rate

Ps./US$

17.5683

20.4223

 

18.0667

17.9667

20.3182

 

A hypothetical variation of +/- 10% in the Ps./US$ exchange rate and keeping all other variables constant would have resulted in an increase or decrease of Ps.300,568 in the profit or loss and stockholders’ equity for the three-month period ended March 31, 2026.

 

Page 10


BBB Foods Inc. and Subsidiaries

Notes to the Unaudited Interim Condensed Consolidated Financial Statements

As of March 31, 2026 and December 31, 2025 and for the three-month periods ended March 31, 2026 and 2025

4.4 Interest rate risk

 

A significant portion of the Company's debt is at fixed rates; therefore, the Company is exposed to interest rates at fair value, which implies that the Company might be paying interest at rates significantly different from those of an observable market. The Santander and HSBC credit lines are subject to a TIIE plus 2.0% and expose the Company to the risk of variability in interest rates and, therefore, to its cash flow. The Company continuously analyzes its exposure to interest rates.

If interest rates were 10 basis points below or above and all the other variables remained constant the financial costs – net for the three-month periods ended March 31, 2026 and 2025 would have increased or decreased by Ps.33 and Ps.591, respectively.

Note 5 -
Cash flows information:
a.
Transactions not requiring the use of cash flows:

 

 

March 31, 2026

 

 

 

March 31, 2025

 

Investing activities

 

 

 

 

 

 

 

 

Right-of-use assets

 

Ps.

 

(1,371,024

)

 

Ps.

 

(708,167

)

Property, furniture, equipment, leasehold improvements

 

 

 

(154,138

)

 

 

 

(75,782

)

Financing activities

 

 

 

 

 

 

 

 

Lease liabilities

 

Ps.

 

1,371,024

 

 

Ps.

 

708,167

 

Long-term debt

 

 

 

154,138

 

 

 

 

75,782

 

 

b.
Reconciliation of financing items.

Financing of transportation and store equipment and credit lines

 

 

Supplier finance
arrangement

 

 

Total

 

As of January 1, 2025

 

Ps.

 

348,703

 

 

Ps.

 

684,755

 

 

Ps.

 

1,033,458

 

Increase of new debt (non-cash transactions)

 

 

 

75,782

 

 

 

 

 

 

 

 

75,782

 

Payment of debt

 

 

 

(163,556

)

 

 

 

 

 

 

 

(163,556

)

Interest payment on debt

 

 

 

(13,028

)

 

 

 

 

 

 

 

(13,028

)

Accrued interest on debt

 

 

 

13,028

 

 

 

 

 

 

 

 

13,028

 

Finance obtained through supplier finance arrangements

 

 

 

 

 

 

 

1,184,630

 

 

 

 

1,184,630

 

Payments made on supplier finance arrangements

 

 

 

 

 

 

 

(1,125,834

)

 

 

 

(1,125,834

)

As of March 31, 2025

 

Ps.

 

260,929

 

 

Ps.

 

743,551

 

 

Ps.

 

1,004,480

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As of January 1, 2026

 

Ps.

 

1,129,755

 

 

Ps.

 

1,119,196

 

 

Ps.

 

2,248,951

 

Increase of new debt (non-cash transactions)

 

 

 

154,138

 

 

 

 

 

 

 

 

154,138

 

Payment of debt

 

 

 

(50,593

)

 

 

 

 

 

 

 

(50,593

)

Interest payment on debt

 

 

 

(28,696

)

 

 

 

 

 

 

 

(28,696

)

Accrued interest on debt

 

 

 

28,696

 

 

 

 

 

 

 

 

28,696

 

Payment of credit lines

 

 

 

(798,070

)

 

 

 

 

 

 

 

(798,070

)

Finance obtained through supplier finance arrangements

 

 

 

 

 

 

 

1,994,475

 

 

 

 

1,994,475

 

Payments made on supplier finance arrangements

 

 

 

 

 

 

 

(1,844,523

)

 

 

 

(1,844,523

)

As of March 31, 2026

 

Ps.

 

435,230

 

 

Ps.

 

1,269,148

 

 

Ps.

 

1,704,378

 

 

 

 

Page 11


BBB Foods Inc. and Subsidiaries

Notes to the Unaudited Interim Condensed Consolidated Financial Statements

As of March 31, 2026 and December 31, 2025 and for the three-month periods ended March 31, 2026 and 2025

Note 6 -
Property, furniture, equipment and leasehold improvements - Net:

The reconciliation between values of property, furniture, equipment and leasehold improvements at beginning and end of period is as shown below.

 

Buildings

 

 

Land

 

 

Assets under construction

 

 

Transportation
equipment cars

 

 

Transportation
equipment trucks
(1)

 

 

Furniture
and
equipment

 

 

Store
equipment
(1)

 

 

Store
shelving
equipment

 

 

Leasehold
improvements

 

 

Computer
equipment

 

 

Storage
equipment

 

 

Total

 

March 31, 2026

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Initial balance

 

Ps.

 

34

 

 

Ps.

 

15,993

 

 

Ps.

 

16,164

 

 

Ps.

 

2,689

 

 

Ps.

 

635,813

 

 

Ps.

 

107,906

 

 

Ps.

 

1,787,229

 

 

Ps.

 

1,070,622

 

 

Ps.

 

5,549,049

 

 

Ps.

 

117,988

 

 

Ps.

 

45,387

 

 

Ps.

 

9,348,874

 

Acquisitions

 

 

 

 

 

 

 

 

 

 

 

2,525

 

 

 

 

 

 

 

 

116,026

 

 

 

 

9,503

 

 

 

 

144,392

 

 

 

 

77,751

 

 

 

 

497,374

 

 

 

 

5,212

 

 

 

 

7,928

 

 

 

 

860,711

 

Disposals

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1

)

 

 

 

 

 

 

 

(77

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(78

)

Depreciation

 

 

 

(17

)

 

 

 

 

 

 

 

 

 

 

 

(434

)

 

 

 

(25,246

)

 

 

 

(3,762

)

 

 

 

(60,036

)

 

 

 

(16,141

)

 

 

 

(135,563

)

 

 

 

(16,973

)

 

 

 

(1,776

)

 

 

 

(259,948

)

Final balance

 

Ps.

 

17

 

 

Ps.

 

15,993

 

 

Ps.

 

18,689

 

 

Ps.

 

2,255

 

 

Ps.

 

726,593

 

 

Ps.

 

113,646

 

 

Ps.

 

1,871,585

 

 

Ps.

 

1,132,155

 

 

Ps.

 

5,910,860

 

 

Ps.

 

106,227

 

 

Ps.

 

51,539

 

 

Ps.

 

9,949,559

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

March 31, 2026

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost

 

 

 

1,481

 

 

 

 

15,993

 

 

 

 

18,689

 

 

 

 

53,953

 

 

 

 

1,069,173

 

 

 

 

173,597

 

 

 

 

2,596,785

 

 

 

 

1,360,212

 

 

 

 

7,556,015

 

 

 

 

472,725

 

 

 

 

86,673

 

 

 

 

13,405,296

 

Impairment

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(26,069

)

 

 

 

 

 

 

 

 

 

 

 

(26,069

)

Accumulated depreciation

 

 

 

(1,464

)

 

 

 

 

 

 

 

 

 

 

 

(51,698

)

 

 

 

(342,580

)

 

 

 

(59,951

)

 

 

 

(725,200

)

 

 

 

(228,057

)

 

 

 

(1,619,086

)

 

 

 

(366,498

)

 

 

 

(35,134

)

 

 

 

(3,429,668

)

Final balance

 

Ps.

 

17

 

 

Ps.

 

15,993

 

 

Ps.

 

18,689

 

 

Ps.

 

2,255

 

 

Ps.

 

726,593

 

 

Ps.

 

113,646

 

 

Ps.

 

1,871,585

 

 

Ps.

 

1,132,155

 

 

Ps.

 

5,910,860

 

 

Ps.

 

106,227

 

 

Ps.

 

51,539

 

 

Ps.

 

9,949,559

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2025

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Initial balance

 

Ps.

 

116

 

 

Ps.

 

871

 

 

Ps.

 

 

 

Ps.

 

5,669

 

 

Ps.

 

498,050

 

 

Ps.

 

67,257

 

 

Ps.

 

1,311,014

 

 

Ps.

 

758,045

 

 

Ps.

 

3,660,590

 

 

Ps.

 

121,887

 

 

Ps.

 

32,126

 

 

Ps.

 

6,455,625

 

Acquisitions

 

 

 

 

 

 

 

15,122

 

 

 

 

16,164

 

 

 

 

 

 

 

 

233,466

 

 

 

 

53,393

 

 

 

 

678,899

 

 

 

 

368,594

 

 

 

 

2,332,681

 

 

 

 

64,664

 

 

 

 

19,426

 

 

 

 

3,782,409

 

Disposals

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(109

)

 

 

 

(4,889

)

 

 

 

(758

)

 

 

 

(5,704

)

 

 

 

(3,577

)

 

 

 

(3,767

)

 

 

 

(1,052

)

 

 

 

(474

)

 

 

 

(20,330

)

Depreciation

 

 

 

(82

)

 

 

 

 

 

 

 

 

 

 

 

(2,871

)

 

 

 

(90,814

)

 

 

 

(11,986

)

 

 

 

(196,980

)

 

 

 

(52,440

)

 

 

 

(440,455

)

 

 

 

(67,511

)

 

 

 

(5,691

)

 

 

 

(868,830

)

Final balance

 

Ps.

 

34

 

 

Ps.

 

15,993

 

 

Ps.

 

16,164

 

 

Ps.

 

2,689

 

 

Ps.

 

635,813

 

 

Ps.

 

107,906

 

 

Ps.

 

1,787,229

 

 

Ps.

 

1,070,622

 

 

Ps.

 

5,549,049

 

 

Ps.

 

117,988

 

 

Ps.

 

45,387

 

 

Ps.

 

9,348,874

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2025

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost

 

 

 

1,481

 

 

 

 

15,993

 

 

 

 

16,164

 

 

 

 

56,076

 

 

 

 

953,147

 

 

 

 

164,147

 

 

 

 

2,452,688

 

 

 

 

1,282,886

 

 

 

 

7,058,726

 

 

 

 

467,512

 

 

 

 

78,745

 

 

 

 

12,547,565

 

Impairment

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(26,069

)

 

 

 

 

 

 

 

 

 

 

 

(26,069

)

Accumulated depreciation

 

 

 

(1,447

)

 

 

 

 

 

 

 

 

 

 

 

(53,387

)

 

 

 

(317,334

)

 

 

 

(56,241

)

 

 

 

(665,459

)

 

 

 

(212,264

)

 

 

 

(1,483,608

)

 

 

 

(349,524

)

 

 

 

(33,358

)

 

 

 

(3,172,622

)

Final balance

 

Ps.

 

34

 

 

Ps.

 

15,993

 

 

Ps.

 

16,164

 

 

Ps.

 

2,689

 

 

Ps.

 

635,813

 

 

Ps.

 

107,906

 

 

Ps.

 

1,787,229

 

 

Ps.

 

1,070,622

 

 

Ps.

 

5,549,049

 

 

Ps.

 

117,988

 

 

Ps.

 

45,387

 

 

Ps.

 

9,348,874

 

 

Notes:

1.
The transportation and store equipment are pledged as collateral of financing described in Note 10.

 

 

 

 

Page 12


BBB Foods Inc. and Subsidiaries

Notes to the Unaudited Interim Condensed Consolidated Financial Statements

As of March 31, 2026 and December 31, 2025 and for the three-month periods ended March 31, 2026 and 2025

The depreciation of property, furniture, equipment and leasehold improvements for the three-month periods ended March 31, 2026 and 2025 amounted to Ps.259,948 and Ps.186,221, respectively; the depreciation of property, furniture, equipment and leasehold improvements recognized in cost of sales for the three-month periods ended March 31, 2026 and 2025 amounted to Ps.47,690 and Ps.37,205, respectively; and the depreciation of property, furniture, equipment and leasehold improvements recognized in sales expenses for the three-month periods ended March 31, 2026 and 2025 amounted to Ps.212,258 and Ps.149,016, respectively.

Note 7 -
Right-of-use assets - Net:

The Company has signed various lease contracts used in its operations, including machinery, vehicles, other equipment and commercial premises. There are no future cash outflows derived from residual value guarantees, restrictions imposed by tenants on sale and leaseback transactions.

The average term of the lease contracts as of March 31, 2026 and December 31, 2025 was 5 to 20 years for buildings, 10 years for store equipment, and 8 years for transportation equipment. The Company applies the recognition exemptions with respect to “short-term leases” and “low-value asset leases”.

The right-of-use asset recognized in the interim condensed consolidated statement of financial position as of March 31, 2026 and December 31, 2025, was as shown below.

 

Building

 

Transportation equipment

 

Store
equipment

 

Total

As of January 1, 2025

 

Ps.

6,660,466

 

Ps.

150,819

 

Ps.

217,061

 

Ps.

7,028,346

Additions

 

 

3,750,785

 

 

124,980

 

 

427,991

 

 

4,303,756

Depreciation

 

 

(905,947)

 

 

(75,930)

 

 

(45,094)

 

 

(1,026,971)

As of December 31, 2025

 

Ps.

9,505,304

 

Ps.

199,869

 

Ps.

599,958

 

Ps.

10,305,131

Additions

 

 

1,142,031

 

 

77,078

 

 

151,915

 

 

1,371,024

Depreciation

 

 

(271,274)

 

 

(21,179)

 

 

(18,844)

 

 

(311,297)

As of March 31, 2026

 

Ps.

10,376,061

 

Ps.

255,768

 

Ps.

733,029

 

Ps.

11,364,858

 

During the three-month periods ended March 31, 2026 and 2025, the Company had expenses related to low-value leased assets and short-term leases included in sale and administrative expenses for an amount of Ps.6,553 and Ps.11,271, respectively. During the same periods, the Company did not have variable lease payments.

 

The Company had total cash outflows for leases in the three-month periods ended March 31, 2026 and 2025, for an amount of Ps.639,042 and Ps.449,561, respectively.

For the three-month periods ended March 31, 2026 and 2025, the Company recognized depreciation of the right-of-use asset in cost of sales for Ps.47,329 and Ps.30,419, respectively.

For the three-month periods ended March 31, 2026 and 2025, the Company recognized depreciation of the right-of-use asset in sales expenses for Ps.263,968 and Ps.190,508 respectively.

The Company has several lease contracts that include extension and termination options. These options are negotiated by Management to provide flexibility in managing the leased asset portfolio and align with the Company's business needs. Management exercises significant judgement in determining whether

Page 13


BBB Foods Inc. and Subsidiaries

Notes to the Unaudited Interim Condensed Consolidated Financial Statements

As of March 31, 2026 and December 31, 2025 and for the three-month periods ended March 31, 2026 and 2025

these extension and termination options are reasonably certain to be exercised. As of March 31, 2026 and December 31, 2025, the Company considered all optional extensions that are enforceable in its lease contracts; therefore, there are no future cash outflows derived from extensions that are not planned to be exercised.

Note 8 -
Financial instruments by category:

The Company classified their financial assets and liabilities as follows:

 

 

March 31, 2026

 

 

December 31, 2025

 

Financial assets at amortized cost:

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

Ps.

 

1,343,519

 

 

Ps.

 

1,427,248

 

Short term bank deposits (1)

 

 

 

2,728,532

 

 

 

 

2,711,422

 

Sundry debtors

 

 

 

210,880

 

 

 

 

125,033

 

Financial liabilities at amortized cost:

 

 

 

 

 

 

 

 

Accounts payable and accrued expenses

 

Ps.

 

709,600

 

 

Ps.

 

536,792

 

Suppliers

 

 

 

12,078,709

 

 

 

 

11,428,037

 

Lease liabilities

 

 

 

12,890,058

 

 

 

 

11,730,444

 

Bonuses payable to related parties

 

 

 

131,778

 

 

 

 

102,988

 

Debt

 

 

 

1,704,378

 

 

 

 

2,248,951

 

 

(1)
As of March 31, 2026 and December 31, 2025, the Company held Certificate of Deposit Accounts for an amount of Ps.2,728,532 (US$151,025,476) and Ps.2,711,422 (US$150,913,735), respectively. In the three-month periods ending March 31, 2026 and 2025, the Company recognized an accrued interest of Ps.21,685 and Ps.28,339, respectively (See Note 15).

Fair value of financial assets and liabilities measured at amortized cost

 

The amount of cash and cash equivalents, short-term bank deposits, sundry debtors, other non-current receivables and suppliers, approximate their fair value due to their short-term maturity. The net carrying amount of these accounts represents the expected cash flows to be received as of March 31, 2026 and December 31, 2025.

Long-term fixed-rate and variable-rate interest-bearing loans and borrowings are evaluated by the Company based on parameters such as interest rates, specific country risk factors, and the risk characteristics of the financed project.

As of March 31, 2026 and December 31, 2025, there were no transfers between the levels of the fair value hierarchy.

Fair value hierarchy

The following is an analysis of financial instruments measured in accordance with the fair value hierarchy. The 3 different levels used are presented below:

Level 1: Quoted prices for identical instruments in active markets.

Page 14


BBB Foods Inc. and Subsidiaries

Notes to the Unaudited Interim Condensed Consolidated Financial Statements

As of March 31, 2026 and December 31, 2025 and for the three-month periods ended March 31, 2026 and 2025

Level 2: Other valuations including quoted prices for similar instruments in active markets, which are directly or indirectly observable.
Level 3: Valuations made through techniques where one or more of their significant data inputs are unobservable.
Note 9 -
Debt with related parties:

9.1 Key Management personnel compensation

a.
Compensation to key management personnel during the three-month periods ended March 31, 2026 and 2025 were Ps.749,711 and Ps.236,351, respectively. The compensation was recognized as part of administrative expenses.

 

 

For the three-month periods ended

 

 

March 31, 2026

 

 

March 31, 2025

 

Share-based payments (Note 18)

 

Ps.

 

648,350

 

 

Ps.

 

182,854

 

Short-term employee benefits

 

 

 

45,976

 

 

 

 

24,708

 

Other bonuses (1)

 

 

 

55,385

 

 

 

 

28,789

 

 

Ps.

 

749,711

 

 

Ps.

 

236,351

 

 

(1)
The outstanding amount payable of these bonuses as of March 31, 2026 and December 31, 2025 is Ps.131,778 and Ps.102,988, respectively.
b.
The CEO of BBB Foods Inc. is a shareholder of Bolton Partners Ltd., an entity that has significant influence over BBB Foods Inc. (See Notes 1 and 22).
Note 10 -
Debt:

The Company’s debt is as follows:

 

March 31,
2026

 

 

December 31,
2025

 

Short-term debt:

 

 

 

 

 

 

 

 

   Short-term financing of transportation and store equipment

 

Ps.

 

180,802

 

 

Ps.

 

143,057

 

   Supplier finance arrangements (Note 11)

 

 

 

1,269,148

 

 

 

 

1,119,196

 

   Santander and HSBC credit lines

 

 

 

46,722

 

 

 

 

844,791

 

Total short-term debt

 

Ps.

 

1,496,672

 

 

Ps.

 

2,107,044

 

Long-term debt:

 

 

 

 

 

 

 

 

   Long-term financing of transportation and store equipment

 

Ps.

 

207,706

 

 

Ps.

 

141,907

 

 

 

 

 

 

 

 

 

 

Total debt

 

Ps.

 

1,704,378

 

 

Ps.

 

2,248,951

 

 

Financing of transportation and store equipment

The transportation and store equipment are pledged as collateral. This financing is denominated, in Mexican pesos and accrues monthly interest as shown below.

Page 15


BBB Foods Inc. and Subsidiaries

Notes to the Unaudited Interim Condensed Consolidated Financial Statements

As of March 31, 2026 and December 31, 2025 and for the three-month periods ended March 31, 2026 and 2025

Institution

Concept

 

Effective rate

 

Remaining
contract period
(1)

 

March 31,
2026

 

 

December 31, 2025

 

Daimler Chrysler Financial Services

Transportation equipment

 

12.20 to12.90

 

1 year

 

Ps.

 

162,704

 

 

Ps.

 

142,635

 

Daimler Chrysler Financial Services

Transportation equipment

 

12.30 to12.90

 

4 years

 

 

 

187,930

 

 

 

 

141,907

 

ALD Market Innovation

Cooling equipment

 

10.00

 

1 year

 

 

 

285

 

 

 

 

422

 

COREFRI Refrigeración, S. A. de C. V.

Cooling equipment

 

10.50

 

1 year

 

 

 

17,813

 

 

 

-

 

COREFRI Refrigeración, S. A. de C. V.

Cooling equipment

 

10.50

 

2 years

 

 

 

19,776

 

 

 

-

 

Total

 

 

 

 

 

 

 

 

388,508

 

 

 

 

284,964

 

Total Short-term

 

 

 

 

 

 

 

 

(180,802

)

 

 

 

(143,057

)

Total Long-term

 

 

 

 

 

 

Ps.

 

207,706

 

 

Ps.

 

141,907

 

 

(1)
Relates to the remaining period of the contract. Nevertheless, multiple contracts are included in each row. In addition, the value of the contract for 1 year and for more than one year is included.

Supplier finance arrangements (See Note 11)

 

March 31,
2026

 

 

December 31, 2025

 

HSBC

 

Ps.

 

562,448

 

 

Ps.

 

593,119

 

Santander

 

 

 

706,700

 

 

 

 

526,077

 

Total

 

Ps.

 

1,269,148

 

 

Ps.

 

1,119,196

 

 

Santander

Tiendas Tres B and Santander have entered into a supplier finance arrangement (the "Santander Supplier Finance Agreement") and a revolving credit facility (the "Santander Credit Line" and, together with the Santander Supplier Finance Agreement, the “Santander Agreement”). The aggregate principal amount financeable under the Santander Agreement is Ps.1,226,000. Pursuant to the terms of the Santander Supplier Finance Agreement, participating suppliers may discount their invoices with Santander, and they will receive the original invoice amount discounted at an agreed rate. Tiendas Tres B will then pay Santander the original amount by the earlier of: (x) the date Santander pays the supplier plus the number of credit days originally agreed to with the supplier and (y) 90 days after the supplier collects the invoice from Santander. The supplier selects the invoices to be paid in accordance with the terms of this program. Once paid, such invoices are novated, and Tiendas Tres B’s liability therefor is extinguished. Tiendas Tres B must pay any invoices not discounted with Santander by their original maturity dates. There are no commissions or interest payable to Santander when invoices are discounted. Under the terms of the Santander Agreement, the Company must comply with certain covenants, including restrictions on dividends, and has created a trust, which is meant to be an alternative source of payment in case of a payment default, into which Ps.300,000 of cash flows are deposited (as a pass-through) every two weeks. However, the deposits are released daily to Tiendas Tres B so long as no payment default occurs. As of March 31, 2026 and December 31, 2025, the Company complied with all the covenants in the Santander Agreement. There are no facts or circumstances indicating that the Company would struggle to comply with these covenants for at least the next 12 months.

Page 16


BBB Foods Inc. and Subsidiaries

Notes to the Unaudited Interim Condensed Consolidated Financial Statements

As of March 31, 2026 and December 31, 2025 and for the three-month periods ended March 31, 2026 and 2025

As of March 31, 2026 and December 31, 2025, the Company had an outstanding balance related to the Santander Supplier Finance Agreement and, consequently, the Company had a total available amount thereunder of Ps.472,578 and Ps.275,132, respectively.

The carrying amounts of liabilities under the Santander Supplier Finance Agreement are considered to be reasonable approximations of their fair values, due to their short-term nature.

HSBC

Tiendas Tres B and HSBC have entered into a supplier finance arrangement (the “HSBC Supplier Finance Agreement”) and a revolving credit facility (the “HSBC Credit Line” and, together with the HSBC Supplier Finance Agreement, the “HSBC Agreement”). The aggregate principal amount financeable under the HSBC Agreement is Ps.1,100,000. Pursuant to the terms of the HSBC Supplier Finance Agreement, participating suppliers may discount their invoices with HSBC, and they will receive the original invoice amount discounted at an agreed rate and Tiendas Tres B will then pay HSBC the original amount by the earlier of: (x) the date HSBC pays the supplier plus the number of credit days originally agreed to with the supplier, and (y) 90 days after the supplier collects the invoice from HSBC. The supplier selects the invoices to be paid in accordance with the terms of this program Once paid, such invoices are novated, and Tiendas Tres B's liability therefor is extinguished. Tiendas Tres B must pay any invoices not discounted with HSBC by their original maturity dates. There are no commissions or interest payable to HSBC when invoices are discounted. Under the terms of the HSBC Agreement, the Company must comply with certain covenants, including restrictions on dividends, and has created a trust, which is meant to be an alternative source of payment in case of a payment default, into which Ps.880,000 of cash flows are deposited (as a pass-through) each month. However, the deposits are released daily to Tiendas Tres B so long as no payment default occurs. As of March 31, 2026 and December 31, 2025, the Company complied with all the covenants in the HSBC Agreement and there are no facts and circumstances indicating that the Company would struggle to comply with these covenants for at least the next 12 months.

As of March 31, 2026 and December 31, 2025, the Company had an outstanding balance related to the HSBC Supplier Finance Agreement and, consequently, the Company had a total available amount thereunder of Ps.537,553 and Ps.86,881, respectively.

The carrying amounts of liabilities under the HSBC Supplier Finance Agreement are considered to be reasonable approximations of their fair values, due to their short-term nature.

Santander and HSBC credit lines

 

Effective Rate

 

Remaining Contract Period

 

March 31,
2026

 

 

December 31, 2025

 

Santander credit line

 

TIIEF + 2.00

 

1 Year

 

Ps.

 

46,722

 

 

Ps.

 

424,791

 

HSBC credit line

 

TIIE + 2.00

 

1 Year

 

Ps.

 

 

 

Ps.

 

420,000

 

 

As of March 31, 2026 and December 31, 2025, the Company had an available credit line with Santander in the amount of Ps.379,278 and Ps.1,209, respectively, and with HSBC in the amount of Ps.750,000 and Ps.330,000, respectively.

Page 17


BBB Foods Inc. and Subsidiaries

Notes to the Unaudited Interim Condensed Consolidated Financial Statements

As of March 31, 2026 and December 31, 2025 and for the three-month periods ended March 31, 2026 and 2025

In the three-month periods ended March 31, 2026 and 2025 the Company drew Ps.4,300,000 and Ps.1,943,630, respectively, under its revolving credit lines with Santander and HSBC, and repaid Ps.3,921,930 and Ps.1,822,675, respectively, under such credit lines.

Note 11 -
Supplier finance arrangements:

The carrying amount of liabilities under the Company's supplier finance arrangements with Santander and HSBC at March 31, 2026 and December 31, 2025 were the following:

 

 

March 31,
2026

 

 

December 31,
2025

 

 

 

 

 

 

 

Recognized in debt (See Note 10)

 

Ps.

 

1,269,148

 

 

Ps.

 

1,119,196

 

 

Liabilities under supplier finance arrangements of which the supplier has received payment from the finance provider:

 

 

March 31,
2026

 

 

December 31,
2025

 

 

 

 

 

 

 

Recognized in debt (See Note 10)

 

Ps.

 

1,269,148

 

 

Ps.

 

1,119,196

 

 

The ranges of payment due dates are:

 

2026

 

2025

Liabilities under supplier finance arrangement

 

45-75

 

45-75

Comparable trade payables that are not part of the supplier finance arrangement

 

45-60

 

45-60

 

There were no business combinations or foreign exchange differences that would affect the liabilities under the Company's supplier finance arrangements with Santander and HSBC in either period presented in these financial statements. There were non-cash reclassifications from suppliers to debt of Ps.1,994,475 and Ps.1,184,630 in the three-month period ended March 31, 2026 and the year ended December 2025, respectively.

Note 12 -
Lease liabilities:

From December 31, 2025 to March 31, 2026, the Company has recognized the lease liabilities shown below:

Page 18


BBB Foods Inc. and Subsidiaries

Notes to the Unaudited Interim Condensed Consolidated Financial Statements

As of March 31, 2026 and December 31, 2025 and for the three-month periods ended March 31, 2026 and 2025

 

 

March 31,
2026

 

 

December 31, 2025

 

 

 

 

 

 

 

Lease liabilities:

 

 

 

 

 

 

 

 

Current

 

Ps.

 

1,252,739

 

 

Ps.

 

1,118,382

 

Non-current

 

 

 

11,637,319

 

 

 

 

10,612,062

 

Total

 

Ps.

 

12,890,058

 

 

Ps.

 

11,730,444

 

 

Set out below are the carrying amounts of lease liabilities and the movements during the period:

 

Building

 

Transportation
equipment

 

Store
equipment

 

Total

Lease liabilities as of January 1, 2025

 

Ps.

7,939,942

 

Ps.

143,489

 

Ps.

82,059

 

Ps.

8,165,490

New leases

 

 

3,750,785

 

 

124,981

 

 

427,990

 

 

4,303,756

Interest expense

 

 

1,312,761

 

 

58,131

 

 

49,295

 

 

1,420,187

Principal and interest payments

 

 

(1,832,813)

 

 

(115,455)

 

 

(210,721)

 

 

(2,158,989)

Lease liabilities as of December 31, 2025

 

Ps.

11,170,675

 

Ps.

211,146

 

Ps.

348,623

 

Ps.

11,730,444

New leases

 

 

1,142,031

 

 

77,078

 

 

151,915

 

 

1,371,024

Interest expense

 

 

388,310

 

 

20,599

 

 

18,723

 

 

427,632

Principal and interest payments

 

 

(534,414)

 

 

(38,995)

 

 

(65,633)

 

 

(639,042)

Lease liabilities as of March 31, 2026

 

Ps.

12,166,602

 

Ps.

269,828

 

Ps.

453,628

 

Ps.

12,890,058

 

 

The following are the amounts recognized in profit or loss:

 

 

For the three-month periods ended

 

 

March 31,
2026

 

 

March 31,
2025

 

Depreciation expense of right-of-use assets

 

Ps.

 

311,297

 

 

Ps.

 

220,927

 

Interest expense on lease liabilities

 

 

 

427,632

 

 

 

 

305,439

 

Expense relating to leases of low-value assets and short-term leases (included in sales expenses and cost of sales)

 

 

 

6,553

 

 

 

 

11,271

 

Total amount recognized in profit or loss

 

Ps.

 

745,482

 

 

Ps.

 

537,637

 

 

Lease payments that will be made under renewal options with reasonable certainty of being exercised are included in the liability measurement.

Note 13 -
Income tax:

BBB Foods Inc., as an entity incorporated and existing under the laws of the British Virgin Islands (BVI), is not subject to any form of taxation and therefore there is no tax rate to be applied. The laws of the BVI specifically provide that a BVI business entity such as BBB Foods Inc. is exempt from any income, capital gains, estate or other tax in the British Virgin Islands. However, the statutory rate of income tax in Mexico applicable to the Company’s Mexican subsidiaries is 30%.

Page 19


BBB Foods Inc. and Subsidiaries

Notes to the Unaudited Interim Condensed Consolidated Financial Statements

As of March 31, 2026 and December 31, 2025 and for the three-month periods ended March 31, 2026 and 2025

Income tax expense is recognized based on management’s estimate of the weighted average effective annual income tax rate expected for the full fiscal year. Since the income tax enacted rate continues to be 30% in the interim periods, the Company has not been required to remeasure its deferred tax balances.

The Company estimates the amount of expenditure and the likely level of tax benefits in the coming interim periods and the likely effect on the effective tax rate for the full year. Expenditures related to the opening of new stores, which consisted mainly in new leases and property, furniture, equipment, and leasehold improvements had a material effect on the effective tax rate. Therefore, the Company recognized a net deferred tax asset of Ps.745,758 and Ps.507,430 in the three-month periods ended March 31, 2026 and 2025, respectively, and spread the effect of the change in the deferred tax assets over the full years ending December 31, 2026, and 2025, respectively, based on application of an annual effective tax rate.

As indicated above, the transactions in BVI are not subject to tax, and the Mexican subsidiaries are subject to 30% tax rate. Therefore, according to IAS 34, the Company determined the estimated average annual tax rate used for the three-month periods ended March 31, 2026, and 2025 separately for the transactions of each jurisdiction, where the 0% tax rate was used to the items related to BVI, and 40.5% and 32.8%, respectively for the Company's Mexican subsidiaries, which exclude the impact of the non-deductible share based payments that were not considered in the effective tax rate given the distortive effect, but instead such impact was considered on each of the interim periods as they arose. Although the Company historically had losses before income taxes at the consolidated level, the Company's Mexican subsidiaries had historically had profits before income taxes (without considering the share-based payments expense) to which an annual income tax is expected to be recognized for the full fiscal year. Moreover, in the three-month period ended on March 31, 2026, the Company generated a consolidated loss before income tax.

Note 14 -
Cost and expenses by nature:

The cost of sales is comprised as shown below:

 

 

For the three-month periods ended

 

 

March 31,
2026

 

 

March 31,
2025

 

Cost of merchandise and logistic costs

 

Ps.

 

19,061,326

 

 

Ps.

 

14,320,629

 

Depreciation of properties, furniture, equipment, and leasehold improvements

 

 

 

47,689

 

 

 

 

37,205

 

Depreciation of right-of-use asset

 

 

 

47,329

 

 

 

 

30,419

 

Cost of sales

 

Ps.

 

19,156,344

 

 

Ps.

 

14,388,253

 

 

The sales and administrative expenses are as follows:

Page 20


BBB Foods Inc. and Subsidiaries

Notes to the Unaudited Interim Condensed Consolidated Financial Statements

As of March 31, 2026 and December 31, 2025 and for the three-month periods ended March 31, 2026 and 2025

 

 

For the three-month periods ended

 

 

March 31,
2026

 

 

March 31,
2025

 

Personnel expenses

 

Ps.

 

1,660,665

 

 

Ps.

 

1,202,042

 

Depreciation and amortization

 

 

 

475,653

 

 

 

 

340,071

 

Cash-in-transit services, surveillance and maintenance

 

 

 

245,108

 

 

 

 

200,259

 

Energy, fuel, and lubricants

 

 

 

226,857

 

 

 

 

159,438

 

Share-based payments (Note 18)

 

 

 

721,505

 

 

 

 

213,290

 

Advertising

 

 

 

30,373

 

 

 

 

36,717

 

Other taxes and rights

 

 

 

113,629

 

 

 

 

54,146

 

Professional services

 

 

 

96,686

 

 

 

 

119,207

 

Other

 

 

 

172,985

 

 

 

 

143,529

 

Total sales and administrative expenses

 

Ps.

 

3,743,461

 

 

Ps.

 

2,468,699

 

 

Note 15 -
Financial costs - Net:

For the three-month periods ended March 31, 2026 and 2025, the financial (costs) income is included as indicated below:

 

 

For the three-month periods ended

 

 

March 31,
2026

 

 

March 31,
2025

 

Financial income:

 

 

 

 

 

 

 

 

Interest income

 

Ps.

 

10,401

 

 

Ps.

 

7,605

 

Interest generated by short-term bank deposits

 

 

 

21,685

 

 

 

 

28,339

 

Other commissions

 

 

 

3,998

 

 

 

 

1,835

 

Financial income

 

Ps.

 

36,084

 

 

Ps.

 

37,779

 

Financial costs:

 

 

 

 

 

 

 

 

Interest cost on lease liabilities

 

 

 

(427,632

)

 

 

 

(305,439

)

Supplier finance arrangements and other commissions

 

 

 

(4,417

)

 

 

 

(1,826

)

Interest cost on credit lines

 

 

 

(14,953

)

 

 

 

(3,379

)

Interest cost on financing of transportation and store equipment (debt)

 

 

 

(9,325

)

 

 

 

(7,823

)

Financial cost on employees' benefits

 

 

 

(976

)

 

 

 

 

Financial costs

 

Ps.

 

(457,303

)

 

Ps.

 

(318,467

)

Exchange rate fluctuation:

 

 

 

 

 

 

 

 

Gain for exchange rate fluctuation

 

 

 

16,675

 

 

 

 

9,711

 

Loss for exchange rate fluctuation

 

 

 

(319

)

 

 

 

(896

)

Gain for exchange rate fluctuation

 

Ps.

 

16,356

 

 

Ps.

 

8,815

 

Financial costs - Net

 

Ps.

 

(404,863

)

 

Ps.

 

(271,873

)

 

Note 16 -
Stockholders' equity:

Secondary Offering

Page 21


BBB Foods Inc. and Subsidiaries

Notes to the Unaudited Interim Condensed Consolidated Financial Statements

As of March 31, 2026 and December 31, 2025 and for the three-month periods ended March 31, 2026 and 2025

On February 5, 2025, BBB Foods Inc. announced the offering of 21,000,000 Class A common shares by certain selling stockholders at a public offering price of US$28.25 per Class A common share. In connection with the offering, the selling stockholders granted the underwriters the option to purchase up to 3,150,000 additional Class A common shares. On February 21, 2025, the underwriters exercised their option and purchased an additional 2,338,431 Class A common shares. Including the additional Class A common shares, a total of 23,338,431 Class A common shares were sold in the offering. The Company did not receive any proceeds from the sale of such shares.

The selling stockholders also included holders of stock options that decided to sell a portion of their shares that were exercisable at the date of the offering, under the terms of the stock option plan. In these exercises, each participating option holder tendered to the Company for cancellation a certain number of options with the aggregate value of the strike price owed by such option holder. All of the shares received by the options holders were sold in the offering. The above resulted in an increase to the Company's capital stock by Ps.11,248 in respect of the issuance of 2,222,705 new Class A common shares.

On January 29, 2025 some former directors of Company's Board exercised options, which resulted in an increase to the Company's capital stock by Ps.18,433 respective of the issuance of 343,348 new Class C common shares.

Vested RSUs

As of December 31, 2025, 1,875,000 Class C common shares (Ps.957,410) have vested under the Liquidity Event Share Plan, in addition to 93,333 Class A common shares (Ps.54,917) vested from the 2024 Post-IPO Equity Incentive Plan (See Note 18).

In the three-month period ended on March 31, 2026, 497,003 Class A common shares (Ps.282,643) vested from the 2024 Post-IPO Equity Incentive Plan and 625,008 Class C common shares (Ps.319,136) vested under the Liquidity Event Share Plan (See Note 18).

Following is a reconciliation of the Company’s number of shares:

Description

 

Number of shares

 

 

Total value

 

As of January 1, 2025

 

 

112,200,752

 

 

Ps.

 

8,283,347

 

Exercised Options

 

 

2,566,053

 

 

 

 

29,681

 

As of March 31, 2025

 

 

114,766,805

 

 

Ps.

 

8,313,028

 

 

 

 

 

 

 

 

 

Description

 

Number of shares

 

 

Total value

 

As of January 1, 2026

 

 

116,735,138

 

 

Ps.

 

9,325,356

 

Vested RSUs

 

 

1,122,011

 

 

 

 

601,780

 

As of March 31, 2026

 

 

117,857,149

 

 

Ps.

 

9,927,136

 

 

As of March 31, 2026, the Company's capital stock and series of shares are as shown below:

Page 22


BBB Foods Inc. and Subsidiaries

Notes to the Unaudited Interim Condensed Consolidated Financial Statements

As of March 31, 2026 and December 31, 2025 and for the three-month periods ended March 31, 2026 and 2025

Description

 

Number of shares

 

 

Total value

 

Class A

 

 

62,638,444

 

 

Ps.

 

8,300,544

 

Class B

 

 

5,200,000

 

 

 

 

19,569

 

Class C

 

 

50,018,705

 

 

 

 

1,607,023

 

Total

 

 

117,857,149

 

 

Ps.

 

9,927,136

 

 

The Company’s classes of shares are described below:

Class A Common Shares

The 62,638,444 Class A common shares are listed on the NYSE under the symbol “TBBB”, out of which, 590,336 correspond to vested RSUs under the Post-IPO Equity Incentive Plan. Each holder of Class A common shares is entitled to one vote per share. Class A common shares vote together with holders of Class B and Class C common shares. Class A common shares are entitled to dividends and other distributions, pari passu with the Class B and Class C common shares. Upon our liquidation, dissolution or winding up, the holders of Class A common shares will be entitled to share ratably, pari passu with our Class B and Class C common shares, in the distribution of all of the Company’s assets remaining available for distribution after satisfaction with all our liabilities. Class A common shares have no preemptive rights to purchase additional Class A common shares in connection with any offering of shares by the Company.

Class B Common Shares

The 5,200,000 Class B common shares are all owned, directly or indirectly, by the principal shareholder of the Company. Each Class B common share is entitled to 15 votes per share on all corporate matters. Class B common shares vote together with holders of Class A and Class C common shares as a single class, subject to certain exceptions. Class B common shares may not be listed on any U.S. or foreign national or regional securities exchange or market. Class B common shares are entitled to dividends and other distributions, pari passu with Class A and Class C common shares. Upon liquidation, dissolution or winding up, the Class B common shares will be entitled to share ratably, pari passu with our Class A and Class C common shares in the distribution of all of the Company’s assets remaining available for distribution after satisfaction of all our liabilities. The holders of Class B common shares have preemptive rights in connection with the issuance of any securities by the Company.

Each Class B common share will convert automatically into one Class A common share (i) upon sale into the public market; (ii) upon any transfer, subject to certain exceptions; and (iii) at such time as the number of issued and outstanding Class B common shares represents less than 1.0% of the aggregate number of the aggregate shares of the Company then outstanding. A Class B common share will convert automatically into one Class C common share upon foreclosure or enforcement of any pledge over the Class B common shares.

Following the expiry of the Liquidity Lock-Up Period (on August 6, 2026), as defined in the memorandum and articles of BBB Foods Inc., a holder of Class B common shares may also elect to convert a Class B common share into one Class A common share.

Page 23


BBB Foods Inc. and Subsidiaries

Notes to the Unaudited Interim Condensed Consolidated Financial Statements

As of March 31, 2026 and December 31, 2025 and for the three-month periods ended March 31, 2026 and 2025

Class C Common Shares

The 50,018,705 Class C common shares are entitled to one vote per share on all corporate matters, out of which 2,500,008 correspond to vested RSUs under the Liquidity Event Share Plan. Class C common shares vote together with Class A and Class B common shares as a single class, subject to certain exceptions. Class C common shares are entitled to dividends and other distributions, pari passu with the Class A and Class B common shares. Upon our liquidation, dissolution or winding up, Class C common shares will be entitled to share ratably, pari passu with the Class A common shares and Class B common shares, in the distribution of all of the Company’s assets remaining available for distribution after satisfaction of all our liabilities. Each Class C common share will convert automatically into one Class A common share upon (i) sale into the public market; (ii) certain transfers permitted during the Liquidity Lock-Up Period; and (iii) upon expiry of the Liquidity Lock-Up Period.

Until the end of the Liquidity Lock-Up Period (on August 6, 2026), all of the options granted by the Company can be exercised only to acquire Class C common shares of the Company. Starting on February 8, 2024 and as of December 31, 2024, the Company had 45,000,000 Class C common shares in reserve to cover exercises of the Common and Exit options (as described below), as well as 8,400,000 to cover exercises of the options granted under the 2024 Post-IPO Equity Incentive Plan.

On April 29, 2026, the Company held its Annual General Meeting of Shareholders, where K. Anthony Hatoum and Juan Pablo Cappello were re-elected as Class II directors of the Company. The shareholders also elected Halil Erdogmus as a Class II director of the Company for the first time, in place of Alexis Meffre, who elected not to stand for re-election.

Note 17 -
Earnings (loss) per share:

Earnings (loss) per share are classified as basic and diluted. Basic earnings (loss) are intended to provide a measure of the participation of each ordinary share of BBB Foods Inc. in the performance that the Company had in the periods presented. Basic earnings (loss) are calculated by dividing the earnings (loss) for the period attributable to the ordinary equity holders of the controlling interest by the weighted average number of ordinary shares outstanding during the year.

Diluted shares are intended to provide a measure of the participation of each ordinary share in the Company's performance considering the dilutive effects (reduction in profits or increase in losses) of the potential ordinary shares in circulation during the period. Diluted earnings (loss) per share are calculated by dividing the earnings (loss) of the year attributable to the ordinary equity holders of the controlling interest by the weighted average number of ordinary shares outstanding during the year plus the weighted average number of ordinary shares that have dilutive potential.

For the three-month periods ended March 31, 2026 and 2025, the Company analyzed whether there were dilutive effects from potential ordinary shares arising from share-based payments (See Note 18) and determined that 31,058,107 out of 41,835,312 share options, along with 5,535,656 Restricted Stock Units (RSUs), have a potential dilutive effect. However, since the Company recognized a loss during those periods, it was determined that the 36,593,763 potential dilutive shares arising from share-based payments were antidilutive and therefore not considered in the diluted loss per share.

The information on earnings (loss) per share and number of shares used in the calculations of basic and diluted earnings (loss) per share is shown below:

Page 24


BBB Foods Inc. and Subsidiaries

Notes to the Unaudited Interim Condensed Consolidated Financial Statements

As of March 31, 2026 and December 31, 2025 and for the three-month periods ended March 31, 2026 and 2025

 

 

For the three-month periods ended

 

 

March 31,
2026

 

 

March 31,
2025

 

Net (loss) income available to common stockholders (basic)

 

Ps.

 

(558,259

)

 

Ps.

 

(86,979

)

Weighted average common shares

 

 

 

117,239,083

 

 

 

 

113,844,994

 

Basic (losses) earnings per share

 

Ps.

 

(4.76

)

 

Ps.

 

(0.76

)

Net (loss) income available to common stockholders (diluted)

 

Ps.

 

(558,259

)

 

Ps.

 

(86,979

)

Diluted weighted average common shares

 

 

 

117,239,083

 

 

 

 

113,844,994

 

Diluted (losses) earnings per share

 

Ps.

 

(4.76

)

 

Ps.

 

(0.76

)

 

Note 18 -
Share-based payments:

Legacy Plan

Common Options

As stated in the terms of the share-based compensation plan adopted by the Company in 2004 (the “Legacy Plan”), eligible employees will obtain share-based payments pursuant to the terms of the Plan. For the three-month period ended March 31, 2026 and 2025, the Company did not grant options under the Plan.

The following table illustrates the movements in share options under the Plan during the three-month period ended March 31, 2026 and for the year ended December 31, 2025:

 

Number of share options

 

 

 

Outstanding as of January 1, 2025

 

 

33,498,750

 

Granted during the year

 

 

 

Exercised during the year

 

 

(2,093,449

)

Cancelled during the year

 

 

(93,466

)

Forfeited during the year

 

 

(487,500

)

Outstanding as of December 31, 2025

 

 

30,824,335

 

 

 

 

 

 

 

 

Exercisable as of December 31, 2025

 

 

 

Granted during the three-month period

 

 

 

Exercised during the three-month period

 

 

 

Cancelled during the three-month period

 

 

 

Forfeited during the three-month period

 

 

 

Outstanding as of March 31, 2026

 

 

30,824,335

 

Exercisable as of March 31, 2026

 

 

 

 

Exit Options

Page 25


BBB Foods Inc. and Subsidiaries

Notes to the Unaudited Interim Condensed Consolidated Financial Statements

As of March 31, 2026 and December 31, 2025 and for the three-month periods ended March 31, 2026 and 2025

Exit Options will be paid in equity in the occurrence of an exit event, such as an IPO; therefore, the vesting period of such options represents the best estimate of the Company for the occurrence of an exit event.

The following table illustrates the movements in Exit Options during the three-month period ended March 31, 2026 and the year ended December 31, 2025:

 

Number of
share options

 

 

 

Outstanding as of January 1, 2025

 

 

7,444,974

 

Granted during the year

 

 

 

Exercised during the year

 

 

(472,604

)

Cancelled during the year

 

 

(51,393

)

Outstanding as of December 31, 2025

 

 

6,920,977

 

 

 

 

 

Exercisable as of December 31, 2025

 

 

 

Granted during the three-month period

 

 

 

Exercised during the three-month period

 

 

 

Cancelled during the three-month period

 

 

 

Forfeited during the three-month period

 

 

 

Outstanding as of March 31, 2026

 

 

6,920,977

 

 

 

 

 

Exercisable as of March 31, 2026

 

 

 

2024 Post-IPO Equity Incentive Plan

On December 10, 2024, the Company’s Board of directors approved the following awards under the 2024 Post-IPO Equity Incentive Plan:

 

Number of
share options

 

 

 

Outstanding as of January 1, 2025

 

 

1,310,000

 

Granted during the year

 

 

2,860,000

 

Forfeited during the year

 

 

(80,000

)

 

 

 

 

Outstanding as of December 31, 2025

 

 

4,090,000

 

 

 

 

 

Exercisable as of December 31, 2025

 

 

 

Granted during the three-month period

 

 

 

Forfeited during the three-month period

 

 

 

Outstanding as of March 31, 2026

 

 

4,090,000

 

 

 

 

 

Exercisable as of March 31, 2026

 

 

 

 

Page 26


BBB Foods Inc. and Subsidiaries

Notes to the Unaudited Interim Condensed Consolidated Financial Statements

As of March 31, 2026 and December 31, 2025 and for the three-month periods ended March 31, 2026 and 2025

 

Restricted Stock Units (“RSUs”)

The Company’s Board of directors also approved the award of Restricted Stock Units (RSUs) under the 2024 Post-IPO Equity Incentive Plan, all of which have been granted to senior management and certain members of the Board as bonus compensation. Out of the 1,126,000 RSUs granted, 846,000 RSUs are subject to cliff-vesting over a one-year period, with 100% of the total RSUs vesting in a single installment on January 1, 2026 (497,003 RSUs) and 2027 (349,000 RSUs), and 280,000 RSUs vest over three years. The table below sets forth the number of RSUs granted per year.

 

Number of
RSUs

 

 

 

Outstanding as of January 1, 2025

 

 

585,000

 

Granted during the year

 

 

541,000

 

Vested RSUs during the year

 

 

(93,333

)

Forfeited during the year

 

 

 

Outstanding as of December 31, 2025

 

 

1,032,667

 

Granted during the three-month period

 

 

 

Vested RSUs during the three-month period

 

 

(497,003

)

Forfeited during the year

 

 

 

Outstanding as of March 31, 2026

 

 

535,664

 

 

Liquidity Event Share Plan

The Company’s board of directors adopted a plan in 2023 (the “Liquidity Event Share Plan”) pursuant to which certain members of senior management and Bolton Partners Ltd. could become eligible to receive incremental equity compensation subject to the consummation of an IPO and further conditioned to the achievement of certain targets of enterprise valuation. The board of directors approved 7,500,000 RSUs each equal to one Class C common shares to be granted under the Liquidity Event Share Plan. After the IPO, the board concluded that based on the terms of the IPO, the conditions for delivery of the full amount of shares under the Liquidity Event Share Plan had been met and decided that Class C common shares would be delivered to the participants. On June 24, 2025, the Company’s board of directors approved the specific allocation and delivery of the RSUs to Bolton Partners Ltd. and some direct reports of the Company’s CEO pursuant to the Liquidity Event Share Plan. These RSUs vest over three years in increments of 8.33% at the end of designated quarterly dates, starting with 625,000 RSUs on June 30, 2025, and continuing quarterly until March 31, 2028.

Page 27


BBB Foods Inc. and Subsidiaries

Notes to the Unaudited Interim Condensed Consolidated Financial Statements

As of March 31, 2026 and December 31, 2025 and for the three-month periods ended March 31, 2026 and 2025

 

Number of
RSUs

 

 

 

Outstanding as of January 1, 2025

 

 

 

Granted during the year

 

 

7,500,000

 

Vested RSUs during the year

 

 

(1,875,000

)

Outstanding as of December 31, 2025

 

 

5,625,000

 

Granted during the three-month period

 

 

 

Vested RSUs during the three-month period

 

 

(625,008

)

Outstanding as of March 31, 2026

 

 

4,999,992

 

Exercisable as of March 31, 2026

 

 

 

 

On June 24, 2025, the Board of Directors designated Kamal Anthony Hatoum (Chief Executive Officer) as option plan administrator, to serve in that position as a “committee of one” for purposes of administering and interpreting the 2024 Post-IPO Equity Incentive Plan.

The share-based payments during the three-month periods ended March 31, 2026 and 2025 were recognized in administrative expenses as follows:

 

 

For the three-month periods ended

 

 

March 31,
2026

 

 

March 31,
2025

 

Options granted - 2004 Option Plan

 

Ps.

 

56,632

 

 

Ps.

 

100,174

 

Options granted - 2024 Equity Incentive Plan

 

 

 

131,126

 

 

 

 

46,253

 

RSUs granted - 2024 Equity Incentive Plan

 

 

 

62,060

 

 

 

 

66,863

 

RSUs granted - Liquidity Event Share Plan

 

 

 

471,687

 

 

 

 

 

Share-based payments

 

Ps.

 

721,505

 

 

Ps.

 

213,290

 

 

Note 19 -
Subsequent events:

In preparing these interim condensed consolidated financial statements, the Company has evaluated the events and transactions for recognition or disclosure subsequent to March 31, 2026, and through May 27, 2026 (date of approval of these interim condensed consolidated financial statements), and no significant subsequent events were identified.

Note 20 -
Contingencies:

The Company is involved in several lawsuits and claims derived from the ordinary course of business. It is expected that the outcome of these matters will not have significant adverse effects on the Company´s financial position or future consolidated results of operations.

As disclosed in the Company's 2025 annual report on Form 20-F filed with the U.S. Securities and Exchange Commission on April 2, 2026, the Company recognized a one-time write-off of an account receivable relating to the termination of our payment terminal provider. Management continues to pursue legal proceedings against the provider.

Page 28