RECENT DEVELOPMENTS

 

References herein to “Tiendas 3B,” the “Company,” “we,” “our,” “us” and similar terms are to BBB Foods Inc., together with its consolidated subsidiaries.

Shareholders Meeting and Board Elections

 

On April 29, 2026, we held our Annual General Meeting of Shareholders, where K. Anthony Hatoum and Juan Pablo Cappello were re-elected as Class II directors of the Company. Our 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. We are thankful to Mr. Meffre for his service on our board during a transformational time for our Company.

 

Proceedings Against Payment Terminal Provider

 

As disclosed in our 4Q25 results, we recognized a one-time write-off of an account receivable relating to the termination of our payment terminal provider. We continue to pursue legal proceedings against the provider. These proceedings are subject to the general risks of litigation described in our annual report on Form 20-F for the year ended December 31, 2025, filed with the U.S. Securities and Exchange Commission on April 2, 2026, including, among others, costs, counter legal actions, diversion of management time, adverse publicity or damage to our reputation and brand image, even if such actions are unfounded. Legal proceedings in Mexican courts may be protracted and success on the merits is not assured.

Other Recent Developments

 

In May 2026, Andrea Castelli assumed the role of Director of Information Technology at the Company following Pablo Grattarola's departure. We believe Mr. Castelli's experience and insight will be instrumental as we continue to scale.

 

 

Non-IFRS Financial Measures and Key Operating Metrics

Non-IFRS Financial Measures

For the convenience of investors, we present certain non-IFRS financial measures, which are not recognized under IFRS. 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 adjusted in the most comparable IFRS measure.

 

Non-IFRS financial measures do not have standardized meanings and may not be directly comparable to similarly titled measures adopted 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 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 measures may be different from the calculations used by other companies, including our competitors, and therefore, our measures may not be comparable to those of other companies.

 

	As of and for the three months ended March 31, 2026						As of and for the year ended December 31,
						2025					2024					2023
	(thousands of Ps. unless indicated otherwise)
Net (loss) profit for the period    (Ps. thousands)	Ps.		(558,259	)		Ps.		(2,839,571	)		Ps.		334,422			Ps.		(306,153	)
EBITDA (Ps. thousands)	Ps.		554,199			Ps.		1,223,914			Ps.		2,847,108			Ps.		1,882,958
Adjusted EBITDA (Ps. thousands)	Ps.		1,275,704			Ps.		4,384,287			Ps.		3,370,251			Ps.		2,267,524
Net (loss) profit for the period    (US$ thousands)(1)	US$		(30,900	)		US$		(157,172	)		US$		18,510			US$		(16,946	)
EBITDA (US$ thousands)(1)	US$		30,675			US$		67,744			US$		157,589			US$		104,223
Net margin (%)			(2.4	%)				(3.6	%)				0.6	%				(0.7	%)
EBITDA Margin (%)			2.4	%				1.6	%				5.0	%				4.3	%
Adjusted EBITDA Margin (%)			5.6	%				5.6	%				5.9	%				5.1	%

 

 

The following is an explanation and, as applicable, reconciliations of our Non-IFRS financial measures.

EBITDA Calculations

Our management uses EBITDA, EBITDA Margin, Adjusted EBITDA and Adjusted EBITDA Margin to supplement IFRS measures of performance in the evaluation of the effectiveness of our business strategies, to make budgeting decisions and to compare our performance against that of other peer companies using similar measures. However, you should not consider these measures in isolation, as an alternative to net profit or loss, as an indicator of our operating or financial performance or as an indicator of cash provided by operating activities, or as a substitute for analysis of our results as reported under IFRS, since these measures do not reflect:

Since not all companies use identical calculations for these types of measures, the presentation of these measures may not be comparable to other similarly titled measures of other companies and can differ significantly from company to company.

We calculate “EBITDA” as net profit (loss) for the period, plus income tax expense, financial costs, net, and total depreciation and amortization. We calculate “EBITDA Margin” for a period by dividing EBITDA for the corresponding period by total revenue for such period. We calculate “Adjusted EBITDA” by excluding non-cash share-based compensation expense from EBITDA and, in 2025, a one-time account receivable write-off. We calculate “Adjusted EBITDA Margin” for a period by dividing Adjusted EBITDA for the corresponding period by total revenue for such period.

Our management believes that EBITDA, EBITDA Margin, Adjusted EBITDA and Adjusted EBITDA Margin are useful metrics to measure our operational efficiency and financial soundness relative to other peers, as it excludes the impact of certain accounting and financing decisions.

Set forth below is a reconciliation of EBITDA and Adjusted EBITDA to net (loss) profit for the period.

 

	As of March 31,										As of December 31,
	2026					2025					2025					2024					2023
	(thousands of Ps. unless indicated otherwise)
Net (loss) profit for the period	Ps.		(558,259	)		Ps.		(86,979	)		Ps.		(2,839,571	)		Ps.		334,422			Ps.		(306,153	)
Income tax expense			134,966					112,521					443,751					383,124					205,248
Financial costs – net			404,863					271,873					1,720,590					610,963					894,768
Total depreciation and    amortization(1)			572,629					407,695					1,899,144					1,518,599					1,089,095
EBITDA			554,199					705,110					1,223,914					2,847,108					1,882,958
Share-based compensation expense			721,505					213,290					2,930,222					523,143					384,566
Account receivable write-off		-					-						230,151				-					-
Adjusted EBITDA			1,275,704					918,400					4,384,287					3,370,251					2,267,524
Total revenue	Ps.		22,860,346			Ps.		17,131,788			Ps.		78,152,943			Ps.		57,439,019			Ps.		44,078,459
Net margin (%)(2)			(2.4	%)				(0.5	%)				(3.6	%)				0.6	%				(0.7	%)
EBITDA Margin (%)			2.4	%				4.1	%				1.6	%				5.0	%				4.3	%
Adjusted EBITDA Margin (%)			5.6	%				5.4	%				5.6	%				5.9	%				5.1	%
Other financial data
Lease payments(3)			639,042					449,561					2,158,989					1,544,477					1,186,260

 

Key Operating Metrics

In addition, we present the following key operating metrics therein, which we believe serve as measures of our operations.

 

	As of and for the three months ended March 31, 2026				As of and for the year ended December 31,
					2025				2024				2023
Same Store Sales Growth (%)		16.0	%			18.3	%			13.4	%			17.6	%
Inventory Days (days)		20				20			21				21
Payable Days (days)		58				59			63				65

 

The following are explanations of how we calculate the key operating metrics and target unit economics that we present therein.

Same Store Sales

We measure “Same Store Sales” using revenue from sales of merchandise from stores that were operational for at least the full preceding 12 months for the periods under consideration. When calculating this measure, we exclude stores that were temporarily closed (for one month or more) or permanently closed during the periods in consideration.

We measure Same Store Sales growth by comparing the Same Store Sales of stores that were open during the measurement period. For example, if a store began operations on September 1, 2023, it would not be included in Same Store Sales growth for the years ending December 31, 2023 or 2024. However, such store would be included in Same Store Sales growth for the year ending December 31, 2025. Our calculation of Same Store Sales may differ from Same Store Sales or similar metrics reported by other retailers.

Our management believes that Same Store Sales is a relevant measure of the sales performance of a portfolio of stores that have been operating during the period under consideration. It enables us to assess how our existing stores’ sales over a comparable period are performing year-over-year, excluding the impact of new store openings or closures, allowing us to measure the growth performance attributable to the existing store base.

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 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.