UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

 

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16

UNDER the Securities Exchange Act of 1934

For the month of November 2026

Commission File Number: 001-41954

 

BBB Foods Inc.

(Exact name of registrant as specified in its charter)

N/A

(Translation of registrant’s name into English)

Av. Presidente Masaryk 8

Polanco V Sección, Miguel Hidalgo

Mexico City, Mexico 11560

(Address of principal executive office)

 

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

 

Form 20-F

 

Form 40-F

 

 


3Q26

EARNINGS RELEASE

 

 

 

 

 

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Earnings Release 3Q26

 

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Earnings Release 3Q26

 

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Mexico City, November 2nd, 2026 – BBB Foods Inc. (“Tiendas 3B” or the “Company”) (NYSE: TBBB), a leading grocery hard discounter in Mexico, announced today its consolidated results for the third quarter of 2026 (“3Q26”) ended September 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

THIRD QUARTER 2026

•
Opened 141 net new stores during the quarter, reaching 3,765 stores as of September 30, 2026.
•
Opened 4 distribution centers in 3Q26, reaching 25 as of September 30, 2026.
•
Ps. 28,445 million total revenue for 3Q26.
o
40.3% revenue growth compared to 3Q25.
o
Same Store Sales grew 20.5% compared to 3Q25.
•
EBITDA was Ps. 1,327 million in 3Q26, compared to (Ps. 404) million in 3Q25.
o
Excluding non-cash share-based payment expense of Ps. 550 million, EBITDA reached Ps. 1,877 million, an increase of 60.5% compared to 3Q25.

 

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Earnings Release 3Q26

 

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MESSAGE FROM THE CHAIRMAN AND CEO

Dear Investors,

Our third-quarter 2026 results sustained the strong momentum established in the first half of the year. Continued improvements in our value proposition, growing Tiendas 3B brand equity, and increasing customer trust drove robust same-store sales (SSS) growth of 20.5%.

During the quarter, we opened 141 net new stores, bringing net store openings over the last twelve months to 603. We also opened four new distribution centers, expanding our regional network to 25 regions as of September 2026.

Our revenue growth continues to significantly outpace that of the Mexican retail industry. Third-quarter revenue reached Ps. 28,445 million, an increase of 40.3% year over year, driven by strong SSS growth and a 19.1% expansion in our store base.

EBITDA, when excluding non-cash share-based compensation, increased 60.5% year over year to Ps. 1,877 million. Reported EBITDA was Ps. 1,327 million, reflecting the impact of non-cash share-based compensation.

While we are pleased with our EBITDA performance, we highlight that we do not manage our business to achieve a specific EBITDA margin target. Our priorities remain the disciplined expansion of our store network and the relentless improvement of our customer value proposition. These are the foundations of our competitive advantage, and, over time, we believe will drive sustainable margin expansion.

Cash flow generation remained strong, fully funding our expansion during the quarter. Robust revenue growth, healthy operating margins, and our structurally negative working capital continued to support our strong cash flow dynamics.

As we enter the final quarter of 2026, we remain focused on execution and optimistic about the opportunities ahead. Our resilient, scalable business model positions us to capitalize on these opportunities while continuing to create lasting value for our customers, employees, and shareholders.

Thank you for your continued trust and support.

K. Anthony Hatoum, Chairman and Chief Executive Officer

 

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Earnings Release 3Q26

 

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FINANCIAL RESULTS

3Q26 CONSOLIDATED RESULTS

(In Ps. Million, except percentages)

 

 

 

3Q26

As % of

Revenue

3Q25

As % of

Revenue

Growth

(%)

Margin

Variation

(bps)

Total Revenue

Ps. 28,445

100.0%

Ps. 20,279

100.0%

40.3%

n.m.

Gross Profit

Ps. 4,743

16.7%

Ps. 3,277

16.2%

44.8%

52 bps

Sales Expenses

(Ps. 2,796)

9.8%

(Ps. 2,065)

10.2%

35.4%

(36 bps)

Administrative Expenses

(Ps. 1,283)

4.5%

(Ps. 2,109)

10.4%

(39.2%)

(589 bps)

Other Income – Net

Ps. 17

0.1%

Ps. 17

0.1%

(3.5%)

(3 bps)

EBITDA

Ps. 1,327

4.7%

(Ps. 404)

(2.0%)

n.m.

n.m.

Share-based payment expense

Ps. 550

1.9%

Ps. 1,574

7.8%

(65.0%)

(583 bps)

EBITDA ex. SBP

Ps. 1,877

6.6%

Ps. 1,170

5.8%

60.5%

83 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 3Q26 was Ps. 28,445 million, up 40.3% 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 603 net new stores opened in the past twelve months.

GROSS PROFIT AND GROSS PROFIT MARGIN

Gross profit increased 44.8% year-over-year to Ps. 4,743 million in 3Q26, driven by strong sales growth and a 52-bps expansion in gross margin. The margin improvement reflected a stronger commercial margin and lower transportation costs as a percentage of revenue, despite the opening of four distribution centers in 3Q26.

EXPENSES

Sales expenses primarily reflect the cost of operating our stores, including wages and energy. As a percentage of total revenue, sales expenses stood at 9.8% in 3Q26, a decline of 36 bps year-over-year, as a result of improved operational leverage across most components of our sales expenses, including labor. In 3Q26, sales expenses reached Ps. 2,796 million, a 35.4% increase compared to 3Q25. This growth was mainly driven by an increase in the number of stores and wage inflation.

 

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Earnings Release 3Q26

 

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Administrative expenses refer to expenses not directly related to operating our stores, such as headquarters, regional office expenses, and share-based compensation. For 3Q26, administrative expenses totaled Ps. 1,283 million, a 39.2% decrease compared to 3Q25. This decrease is entirely explained by a lower non-cash share-based payment expense, as in 3Q25 we started to recognize the non-cash expense corresponding to 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, and which 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 (see Appendix 2 of this Earnings Release for additional details). As a percentage of revenue, administrative expenses decreased from 10.4% in 3Q25 to 4.5% in 3Q26. 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 3Q26 amounted to Ps. 733 million, an increase of 37.0% compared to 3Q25, as we continue to invest in talent and open new regions. As a percentage of revenue, administrative expenses excluding non-cash share-based payment expense stood at 2.6% in 3Q26, a decrease of 6 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. 17 million in 3Q26, 3.5% lower than in 3Q25. As a percentage of revenue, other income – net decreased by 3 bps year-over-year.

EBITDA AND EBITDA MARGIN

For 3Q26, EBITDA was Ps. 1,327 million, compared to (Ps. 404) million in 3Q25. As previously described, our EBITDA was positively impacted by the decrease in non-cash share-based payment expense.

Excluding non-cash share-based payment expense, EBITDA was Ps. 1,877 million, an increase of 60.5% compared to 3Q25. The EBITDA margin for 3Q26, adjusted to exclude the non-cash share-based compensation, increased by 83 bps to 6.6%.

Please see the last section of this release on how we calculate EBITDA and EBITDA Margin, which are non-IFRS financial measures.

 

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Earnings Release 3Q26

 

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Additional Disclosures

To allow investors to better assess our performance, the Company is providing the following supplementary information:

•
Share-based payment expense (non-cash): Non-cash share-based payment expense totaled Ps. 550 million in 3Q26, compared to Ps. 1,574 million recorded in 3Q25.

For additional details, please refer to Appendix 2 of this Earnings Release.

•
Building lease payments: The Company leases all except one of its stores and all of its distribution centers. In accordance with IFRS 16, the Company’s lease expenses are capitalized, and are not considered operating expenses. Tiendas 3B’s capitalized lease payments for buildings were Ps. 638 million in 3Q26, versus Ps. 463 million in 3Q25.

FINANCIAL COSTS AND NET PROFIT/LOSS

Financial income totaled Ps. 63 million in 3Q26, up from Ps. 42 million in 3Q25. The increase was primarily driven by a higher average cash position.

Financial costs were Ps. 528 million for 3Q26, a 45.7% increase compared to 3Q25. This increase was primarily driven by higher interest expenses on lease liabilities, reflecting the continued expansion of our stores, distribution center network, and equipment.

The Company recorded a foreign exchange gain of Ps. 97 million in 3Q26, driven by the appreciation of the U.S. dollar against the Mexican peso, which positively impacted, in Mexican peso terms, the Company’s U.S. dollar-denominated cash position.

Income tax expense reached Ps. 290 million in 3Q26 compared to Ps. 137 million in 3Q25.

As a result, our net profit for 3Q26 was Ps. 23 million, compared to a net loss of Ps. 1,424 million for 3Q25.

balance sheet and liquidity

As of September 30, 2026, the Company reported local currency cash and cash equivalents of Ps. 3,075 million. In addition, as of September 30, 2026, the Company held $237 million in U.S. dollar-denominated short-term bank deposits. The Company applied an exchange rate of Ps. 17.84 to one U.S. dollar as of September 30, 2026.

 

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Earnings Release 3Q26

 

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cASH fLOW sTATEMENT

(In Ps. Million, except percentages)

 

 

9M26

9M25

Growth (%)

Net cash flows provided by operating activities

Ps. 7,051

Ps. 3,095

127.8%

Net cash flows used in investing activities

(Ps. 4,129)

(Ps. 2,228)

85.4%

Net cash flows used in financing activities

(Ps. 1,287)

(Ps. 1,172)

9.8%

Net increase (decrease) in cash and cash equivalents

Ps. 1,634

(Ps. 305)

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 nine months of 2026:

Net cash flows provided by operating activities increased to Ps. 7,051 million in the first nine months of 2026 (“9M26”) from Ps. 3,095 million for the first nine months of 2025 (“9M25”). 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. 4,129 million for 9M26, compared to Ps. 2,228 million in 9M25. 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. 1,287 million for 9M26, compared to the cash flows used in 9M25 of Ps. 1,172 million. The amount for 9M26 reflects the inflows from the primary proceeds from the equity follow-on.

 

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Earnings Release 3Q26

 

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KEY OPERATING METRIC

 

 

3Q26

3Q25

Variation (%)

Number of Stores Opened

141

131

7.6%

Number of Distribution Centers

25

18

38.9%

Same Store Sales Growth (%)

20.5%

17.9%

n.m.

 

In 3Q26, we opened 141 net new stores compared to the 131 net new stores opened in 3Q25. In the last twelve months, the Company opened 603 net new stores, compared to 528 stores in the twelve months ending 3Q25.

Same Store Sales grew by 20.5% for 3Q26, compared to 17.9% for 3Q25.

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.

 

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Earnings Release 3Q26

 

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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.

 

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Earnings Release 3Q26

 

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CONFERENCE CALL DETAILS

Tiendas 3B will host a call to discuss the third quarter 2026 results on November 3, 2026, at 11:00 a.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_cqKZHb71QFqqAS0ZJxkZpA

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 984 0868 5146

An audio replay from the conference call will be available on the Tiendas 3B website https://www.investorstiendas3b.com after the call.

 

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Earnings Release 3Q26

 

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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, 2025 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/

INVESTOR RELATIONS CONTACT

ir@tiendas3b.com

 

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Earnings Release 3Q26

 

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FINANCIAL STATEMENTS

Consolidated Income Statement

(Unaudited)

For the three months ended September 30, 2026, and September 30, 2025

(In thousands of Mexican pesos)

 

 

For the Three Months Ended September 30

 

 

2026

2025

 

% Change

 

 

 

 

 

 

 

 

Revenue from Sales of Merchandise

 

Ps. 28,403,711

Ps. 20,250,500

 

40.3%

 

Sales of Recyclables

 

41,738

 

28,492

 

46.5%

 

Total Revenue

 

28,445,449

 

20,278,992

 

40.3%

 

Cost of Sales

 

(23,702,146)

 

(17,002,194)

 

39.4%

 

Gross Profit

 

Ps. 4,743,303

Ps. 3,276,798

 

44.8%

 

Gross Profit Margin

 

16.7%

 

16.2%

 

 

 

Sales Expenses

 

(2,795,532)

 

(2,065,282)

 

35.4%

 

Administrative Expenses

 

(1,282,941)

 

(2,108,760)

 

(39.2%)

 

Other Income - Net

 

16,844

 

17,451

 

(3.5%)

 

Operating Profit (Loss)

 

Ps. 681,674

(Ps. 879,793)

 

n.m.

 

Operating Profit (Loss) Margin

 

2.4%

 

(4.3%)

 

 

 

Financial Income

 

62,741

 

42,128

 

48.9%

 

Financial Costs

 

(528,482)

 

(362,792)

 

45.7%

 

Exchange Rate Fluctuation

 

97,006

 

(86,149)

 

n.m.

 

Financial (Costs) – Net

 

(368,735)

 

(406,813)

 

(9.4%)

 

Profit (Loss) Before Income Tax

 

Ps. 312,939

(Ps. 1,286,606)

 

n.m.

 

Income Tax Expense

 

(289,684)

 

(137,404)

 

110.8%

 

Net Profit (Loss) for the Period

 

Ps. 23,255

(Ps. 1,424,010)

 

n.m.

 

Net Profit (Loss) Margin

 

0.1%

 

(7.0%)

 

 

 

 

 

 

 

 

 

 

Weighted Average Common Shares

 

 

 

 

 

 

Basic

 

124,636,182

 

115,398,598

 

 

 

Diluted

 

162,479,851

 

115,398,598

 

 

 

 

 

 

 

 

 

 

Basic Earnings (Loss) per Common Share

 

0.19

n.m.

 

 

 

Diluted Earnings (Loss) per Common Share

 

0.14

n.m.

 

 

 

 

 

 

 

 

 

 

EBITDA Reconciliation

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Profit (Loss) for the Period

 

Ps. 23,255

(Ps.1,424,010)

 

n.m.

 

Net Profit (Loss) Margin

 

0.1%

 

(7.0%)

 

 

 

Income Tax Expense

 

(289,684)

 

(137,404)

 

110.8%

 

Financial (Costs) – Net

 

(368,735)

 

(406,813)

 

(9.4%)

 

D&A

 

645,329

 

475,633

 

35.7%

 

EBITDA

 

Ps. 1,327,003

(Ps.404,160)

 

n.m.

 

EBITDA Margin

 

4.7%

 

(2.0%)

 

 

 

Share-Based Payment Expenses

 

550,428

 

1,573,926

 

(65.0%)

 

EBITDA ex. Share-Based Payment Expenses

 

Ps. 1,877,431

Ps. 1,169,766

 

60.5%

 

EBITDA Margin ex. Share-Based Payment Expenses

 

6.6%

 

5.8%

 

 

 

 

 

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Earnings Release 3Q26

 

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Consolidated Income Statement

(Unaudited)

For the nine months ended September 30, 2026, and September 30, 2025

(In thousands of Mexican pesos)

 

 

For the Nine Months Ended September 30

 

 

2026

 

2025

 

% Change

 

 

 

 

 

 

 

 

Revenue from Sales of Merchandise

 

Ps. 77,234,014

 

Ps. 56,099,458

 

37.7%

 

Sales of Recyclables

 

109,073

 

81,001

 

34.7%

 

Total Revenue

 

77,343,087

 

56,180,459

 

37.7%

 

Cost of Sales

 

(64,533,526)

 

(47,117,276)

 

37.0%

 

Gross Profit

 

Ps. 12,809,561

 

Ps. 9,063,183

 

41.3%

 

Gross Profit Margin

 

16.6%

 

16.1%

 

 

 

Sales Expenses

 

(7,758,229)

 

(5,806,007)

 

33.6%

 

Administrative Expenses

 

(4,089,978)

 

(3,545,303)

 

15.4%

 

Other Income - Net

 

54,100

 

98,842

 

(45.3%)

 

Operating Profit (Loss)

 

Ps. 1,015,454

 

(Ps. 189,285)

 

n.m.

 

Operating Profit (Loss) Margin

 

1.3%

 

(0.3%)

 

 

 

Financial Income

 

135,753

 

132,033

 

2.8%

 

Financial Costs

 

(1,468,437)

 

(1,060,981)

 

38.4%

 

Exchange Rate Fluctuation

 

28,047

 

(311,656)

 

n.m.

 

Financial (Costs) – Net

 

(1,304,637)

 

(1,240,604)

 

5.2%

 

(Loss) Before Income Tax

 

(Ps. 289,183)

 

(Ps. 1,429,889)

 

(79.8%)

 

Income Tax Expense

 

(632,157)

 

(367,175)

 

72.2%

 

Net (Loss) for the Period

 

(Ps. 921,340)

 

(Ps. 1,797,064)

 

(48.7%)

 

Net (Loss) Margin

 

(1.2%)

 

(3.2%)

 

 

 

 

 

 

 

 

 

 

 

Weighted Average Common Shares

 

 

 

 

 

 

 

Basic

 

120,237,514

 

114,678,113

 

 

 

Diluted

 

120,237,514

 

114,678,113

 

 

 

 

 

 

 

 

 

 

 

Basic Earnings (Loss) per Common Share

 

n.m.

 

n.m.

 

 

 

Diluted Earnings (Loss) per Common Share

 

n.m.

 

n.m.

 

 

 

 

 

 

 

 

 

 

 

EBITDA Reconciliation

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net (Loss) for the Period

 

(Ps.921,340)

 

(Ps.1,797,064)

 

(48.7%)

 

Net (Loss) Margin

 

(1.2%)

 

(3.2%)

 

 

 

Income Tax Expense

 

(632,157)

 

(367,175)

 

72.2%

 

Financial (Costs) – Net

 

(1,304,637)

 

(1,240,604)

 

5.2%

 

D&A

 

1,825,962

 

1,333,757

 

36.9%

 

EBITDA

 

Ps. 2,841,416

 

Ps. 1,144,472

 

148.3%

 

EBITDA Margin

 

3.7%

 

2.0%

 

 

 

Share-Based Payment Expenses

 

1,887,145

 

2,039,543

 

(7.5%)

 

EBITDA ex. Share-Based Payment Expenses

 

Ps. 4,728,561

 

Ps. 3,184,015

 

48.5%

 

EBITDA Margin ex. Share-Based Payment Expenses

 

6.1%

 

5.7%

 

 

 

 

 

img254148947_2.jpg

13

 


 

 

 

 

Earnings Release 3Q26

 

img254148947_0.jpg

 

 

Consolidated Balance Sheet

(Unaudited)

As of September 30, 2026, and December 31, 2025

(In thousands of Mexican pesos)

 

 

As of September 30,

 

As of December 31,

 

 

2026

 

2025

 

Current Assets:

 

 

 

 

 

Cash and cash equivalents

 

Ps. 3,074,886

 

Ps. 1,427,248

 

Short-term bank deposits

 

4,219,654

 

2,711,422

 

Sundry debtors

 

220,051

 

125,033

 

VAT and other taxes receivable

 

1,387,675

 

1,172,101

 

Advanced payments

 

187,808

 

72,927

 

Inventories

 

4,675,911

 

4,217,417

 

Total Current Assets

 

Ps. 13,765,985

 

Ps. 9,726,148

 

Non-Current Assets:

 

 

 

 

 

Guarantee deposits

 

173,924

 

109,096

 

VAT receivable

 

416,694

 

333,607

 

Property, furniture, equipment, and lease-hold improvements - Net

 

11,712,177

 

9,348,874

 

Right-of-use assets - Net

 

13,255,890

 

10,305,131

 

Intangible assets - Net

 

45,667

 

27,819

 

Deferred income tax

 

1,036,287

 

675,504

 

Total Non-Current Assets

 

Ps. 26,640,639

 

Ps. 20,800,031

 

Total Assets

 

Ps. 40,406,624

 

Ps. 30,526,179

 

 

 

 

 

 

 

Current Liabilities:

 

 

 

 

 

Suppliers

 

14,756,326

 

11,428,037

 

Accounts payable and accrued expenses

 

925,923

 

536,792

 

Income tax payable

 

384,666

 

41,624

 

Bonus payable to related parties

 

204,656

 

102,988

 

Short-term debt

 

1,842,305

 

2,107,044

 

Lease liabilities

 

1,484,035

 

1,118,382

 

Employees’ statutory profit sharing payable

 

389,487

 

267,423

 

Total Current Liabilities

 

Ps. 19,987,398

 

Ps. 15,602,290

 

Non-Current Liabilities:

 

 

 

 

 

Long-term debt

 

283,944

 

141,907

 

Lease liabilities

 

13,446,931

 

10,612,062

 

Employee benefits

 

110,258

 

44,487

 

Total Non-Current Liabilities

 

Ps. 13,841,133

 

Ps. 10,798,456

 

Total Liabilities

 

Ps. 33,828,531

 

Ps. 26,400,746

 

 

 

 

 

 

 

Stockholders' Equity:

 

 

 

 

 

Capital stock

 

12,076,940

 

9,325,356

 

Reserve for share-based payments

 

3,885,473

 

3,263,057

 

Cumulative losses

 

(9,384,320)

 

(8,462,980)

 

Total Stockholders’ Equity

 

Ps. 6,578,093

 

Ps. 4,125,433

 

Total Liabilities and Stockholders’ Equity

 

Ps. 40,406,624

 

Ps. 30,526,179

 

 

 

img254148947_2.jpg

14

 


 

 

 

 

Earnings Release 3Q26

 

img254148947_0.jpg

 

 

Cash Flow Statement

(Unaudited)

For the three months ended September 30, 2026, and September 30, 2025

(In thousands of Mexican pesos)

 

 

 

For the Three Months Ended September 30,

 

 

 

2026

 

2025

 

 

 

 

 

 

 

(Loss) profit before income tax

 

Ps. 312,939

 

(Ps. 1,286,606)

 

Adjustments for:

 

 

 

 

 

Depreciation of property, furniture, equipment, and lease-hold improvements

 

298,773

 

222,172

 

Depreciation of right-of-use assets

 

345,137

 

252,567

 

Amortization of intangible assets

 

1,419

 

894

 

Defined costs on employee benefits

 

3,923

 

2,983

 

Interest expense on lease liabilities

 

502,724

 

329,882

 

Interest on debt and bonus payable, and amortization of issuance costs

 

15,455

 

10,275

 

Financial income

 

(62,741)

 

(42,128)

 

Interests and commissions from credit lines

 

9,328

 

22,635

 

Loss on disposal of property, furniture, equipment, and lease-hold improvements

 

-

 

9

 

Exchange rate fluctuation

 

(97,006)

 

86,149

 

Share-based payment expense

 

550,428

 

1,573,926

 

 

 

 

 

 

 

Increase in inventories

 

(452,109)

 

(299,738)

 

Increase in other current assets and guarantee deposits

 

(111,539)

 

(123,306)

 

Increase in suppliers

 

1,503,961

 

489,540

 

Increase in other current liabilities

 

110,231

 

63,510

 

Increase in Employees’ benefits

 

18,000

 

-

 

Increase (decrease) on bonus payable to related parties

 

46,118

 

(3,008)

 

Income taxes paid

 

(229,883)

 

(160,154)

 

Net cash flows provided by operating activities

 

Ps. 2,765,158

 

Ps. 1,139,602

 

 

 

 

Purchase of property, furniture, equipment, and lease-hold improvements

 

(1,098,926)

 

(924,775)

 

Sale of property and equipment

 

3,178

 

294

 

Additions to intangible assets

 

(8,400)

 

(4,516)

 

Short-term bank deposits

 

-

 

(2,911)

 

Interest earned on short-term investments and other

 

54,478

 

41,819

 

Net cash flows used in investing activities

 

(Ps. 1,049,670)

 

(Ps. 890,089)

 

 

 

 

 

 

 

Payments made on reverse factoring transactions-net of commissions received

 

(2,364,418)

 

(1,457,676)

 

Finance obtained through supplier finance arrangements

 

2,606,104

 

1,644,801

 

Proceeds (payment) from credit lines

 

-

 

183,650

 

Payment of debt

 

(70,993)

 

(47,511)

 

Interest payment on debt

 

(24,783)

 

(32,909)

 

Proceeds from primary Share offering, net

 

-

 

-

 

Principal payments on lease liabilities

 

(274,720)

 

(208,687)

 

Interest payments on leases

 

(502,724)

 

(329,882)

 

Net cash flows used in financing activities

 

(Ps. 631,534)

 

(Ps. 248,214)

 

 

 

 

 

 

 

Net increase (decrease) in cash and cash equivalents

 

1,083,954

 

1,299

 

Effect of foreign exchange movements on cash balances

 

9,807

 

(9,407)

 

Cash and cash equivalents at beginning of period

 

1,981,125

 

1,121,291

 

Cash and cash equivalents at end of period

 

Ps. 3,074,886

 

Ps. 1,113,183

 

 

 

img254148947_2.jpg

15

 


 

 

 

 

Earnings Release 3Q26

 

img254148947_0.jpg

 

 

Cash Flow Statement

(Unaudited)

For the nine months ended September 30, 2026, and September 30, 2025

(In thousands of Mexican pesos)

 

 

 

For the Nine Months Ended September 30,

 

 

 

2026

 

2025

 

 

 

 

 

 

 

(Loss) profit before income tax

 

(Ps. 289,183)

 

(Ps. 1,429,889)

 

Adjustments for:

 

 

 

 

 

Depreciation of property, furniture, equipment, and lease-hold improvements

 

841,585

 

610,628

 

Depreciation of right-of-use assets

 

979,870

 

720,901

 

Amortization of intangible assets

 

4,507

 

2,228

 

Defined costs on employee benefits

 

11,769

 

8,948

 

Interest expense on lease liabilities

 

1,394,390

 

1,004,400

 

Interest on debt and bonus payable, and amortization of issuance costs

 

37,709

 

26,310

 

Financial income

 

(135,753)

 

(132,033)

 

Interests and commissions from credit lines

 

33,412

 

30,271

 

Loss on disposal of property, furniture, equipment, and lease-hold improvements

 

 -

 

13,787

 

Exchange rate fluctuation

 

(28,047)

 

311,656

 

Share-based payment expense

 

1,887,145

 

2,039,543

 

 

 

 

 

 

 

Increase in inventories

 

(458,493)

 

(371,330)

 

Increase in other current assets and guarantee deposits

 

(573,543)

 

(680,726)

 

Increase in suppliers

 

3,328,277

 

1,305,223

 

Increase in other current liabilities

 

511,136

 

123,185

 

Increase in Employees’ benefits

 

54,000

 

-

 

Increase (decrease) on bonus payable to related parties

 

101,668

 

7,782

 

Income taxes paid

 

(649,898)

 

(496,113)

 

Net cash flows provided by operating activities

 

Ps. 7,050,551

 

Ps. 3,094,771

 

 

 

 

 

Purchase of property, furniture, equipment, and lease-hold improvements

 

(2,740,327)

 

(2,342,836)

 

Sale of property and equipment

 

3,362

 

2,234

 

Additions to intangible assets

 

(22,355)

 

(14,990)

 

Short-term bank deposits

 

(1,482,851)

 

-

 

Interest earned on short-term investments and other

 

112,741

 

127,874

 

Net cash flows used in investing activities

 

(Ps. 4,129,430)

 

(Ps. 2,227,718)

 

 

 

 

 

 

 

Payments made on reverse factoring transactions-net of commissions received

 

(6,504,195)

 

(3,883,121)

 

Finance obtained through supplier finance arrangements

 

6,961,057

 

4,241,758

 

Proceeds (payment) from credit lines

 

(844,791)

 

182,695

 

Payment of debt

 

(190,252)

 

(134,810)

 

Interest payment on debt

 

(71,121)

 

(56,581)

 

Proceeds from primary Share offering, net

 

1,486,855

 

-

 

Principal payments on lease liabilities

 

(730,108)

 

(517,123)

 

Interest payments on leases

 

(1,394,390)

 

(1,004,400)

 

Net cash flows used in financing activities

 

(Ps. 1,286,945)

 

(Ps. 1,171,582)

 

 

 

 

 

 

 

Net increase (decrease) in cash and cash equivalents

 

1,634,176

 

 (304,529)

 

Effect of foreign exchange movements on cash balances

 

13,462

 

 (29,454)

 

Cash and cash equivalents at beginning of period

 

1,427,248

 

1,447,166

 

Cash and cash equivalents at end of period

 

Ps. 3,074,886

 

Ps. 1,113,183

 

 

 

img254148947_2.jpg

16

 


 

 

 

 

Earnings Release 3Q26

 

img254148947_0.jpg

 

 

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 September 30, 2026, inclusive of Class A common shares and Class A common shares subject to vested and unvested stock options, restricted stock units, and Class A 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:

•
Price per Class A common share: US$53.00 (rounded closing price of US$52.64 of September 30, 2026)
•
Weighted average exercise price of US$5.75 per Class A common share subject to options granted under our Legacy Plan
•
Weighted average exercise price of US$32.93 per Class A common share subject to options granted under our Post-IPO Equity Incentive Plan
•
All outstanding options are vested as of the date hereof, for illustrative purposes only

 

Illustrative Fully Diluted Share Count

Share Count

 

As of September 30, 2026

Class A common shares (publicly traded and registered)(1)(2)(3)

 

121,276,060

Class B common shares (high-vote shares)

 

5,210,000

Common Shares Outstanding

 

126,486,060

Liquidity Event Plan Class A common shares(4)

 

3,749,993

Total Common Shares

 

130,236,053

Net Shares subject to Equity-Based Compensation Plans(5)

 

35,187,244

Fully Diluted Share Count

 

165,423,297

 

(1)
Includes 590,336 vested RSUs from the Post-IPO Equity Incentive Plan.
(2)
Includes 3,750,007 vested Class A common shares from the Liquidity Event Plan
(3)
Includes 4,224,960 Class A common shares from the Bolton Partners share allocation. The Bolton Partners share allocation was originally awarded in Class C common shares but as a result of the conversion of all our Class C common shares into Class A common shares upon expiration of the lock-up, the share allocation has been delivered in Class A common shares.
(4)
As of September 30, 2026, 3,750,007 of the Liquidity Event Plan Class A common shares had vested. The Liquidity Event Plan was originally awarded in Class C common shares but as a result of the conversion of all our Class C common shares into Class A common shares upon expiration of the lock-up, the previously delivered Class C common shares under the Liquidity Even Plan converted to Class A common shares, and future deliveries will be in Class A common shares.
(5)
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.

 

img254148947_2.jpg

17

 


gfx254148947_0.jpg

Weighted-average strike price

 

 

gfx254148947_1.gif

 

gfx254148947_2.gif

 

 

 

Common Shares

issuable upon

exercise

 

 

 

Net

Shares(1) (2)

Legacy Plan

37,144,331

X

(US$53.00 - US$5.75)

=

33,112,825

US$53.00

Post-IPO Equity Incentive Plan Options

4,062,500

X

(US$53.00 - US$32.93)

US$53.00

=

1,538,755

Post-IPO Equity Incentive Plan RSUs

535,664

 

=

 

535,664

Net Shares subject to Equity-Based Compensation Plans

 

 

 

 

35,187,244

 

(1)
Net share numbers have been rounded down to the nearest whole share.
(2)
Upon expiration of the lock-up all options became exercisable into Class A common shares.

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.

 

 

 

 

 

 

 

 

Earnings Release 3Q26

 

img254148947_0.jpg

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

img254148947_2.jpg

18

 


 

 

 

 

Earnings Release 3Q26

 

img254148947_0.jpg

 

 

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 2026 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).

 

img254148947_2.jpg

19

 


 

 

 

 

Earnings Release 3Q26

 

img254148947_0.jpg

 

 

Projected Share-Based Payment Non-Cash Expense(1)

(In Ps. Million)

 

 

 

 

 

 

Projected

Breakdown

 

9M26A

 

 

4Q26E

 

 

FY26E

 

 

FY27E

 

 

FY28E

 

 

FY29E

 

Legacy Plan

 

162

 

 

57

 

 

219

 

 

115

 

 

45

 

 

-

 

Post-IPO Equity Incentive Plan - Options

 

394

 

 

133

 

 

527

 

 

276

 

 

142

 

 

50

 

Post-IPO Equity Incentive Plan - RSUs

 

188

 

 

63

 

 

252

 

 

17

 

 

-

 

 

-

 

Total

 

744

 

 

254

 

 

998

 

 

409

 

 

186

 

 

50

 

Liquidity Event Plan Shares

 

1,143

 

 

235

 

 

1,378

 

 

470

 

 

28

 

 

-

 

Total

 

1,887

 

 

489

 

 

2,376

 

 

879

 

 

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.

 

img254148947_2.jpg

20

 


img254148947_3.jpg

 

 

 

 

 

 

 

 


 

SIGNATURE

Pursuant to the requirements of the U.S. Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: November 2, 2026

 

 

 

BBB Foods Inc.

 

 

 

 

 

 

 

 

 

By:

/s/ Eduardo Pizzuto

 

 

 

 

Name:

Eduardo Pizzuto

 

 

 

 

Title:

Chief Financial Officer