Earnings release
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Tiendas 3B 3Q26 Earnings Release November 2, 2026 MEXICO CITY--(BUSINESS WIRE)-- BBB Foods Inc. (“Tiendas 3B” or the “Company”) (NYSE: TBBB), a leading grocery hard discounter in Mexico, announced today its consolidated results for the 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. 40.3% revenue growth compared to 3Q25. Same Store Sales grew 20.5% compared to 3Q25. EBITDA was Ps. 1,327 million in 3Q26, compared to (Ps. 404) million in 3Q25. 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. 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. FINANCIAL RESULTS 3Q26 CONSOLIDATED RESULTS (In Ps. Million, except percentages) 3Q26 As % of Revenue 3Q25 As % of Revenue Total Revenue Ps. 28,445 Ps. 20,279
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Gross Profit Ps. 4,743 Ps. 3,277 Sales Expenses (Ps. 2,796) (Ps. 2,065) Administrative Expenses (Ps. 1,283) (Ps. 2,109) Other Income – Net Ps. 17 Ps. 17 EBITDA Ps. 1,327 (Ps. 404) Share-based payment expense Ps. 550 Ps. 1,574 EBITDA ex. SBP Ps. 1,877 Ps. 1,170 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. 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. 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%. 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. 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
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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. CASH FLOW STATEMENT (In Ps. Million, except percentages) 9M26 9M25 Net cash flows provided by operating activities Ps. 7,051 Ps. 3,095 Net cash flows used in investing activities (Ps. 4,129)(Ps. 2,228) Net cash flows used in financing activities (Ps. 1,287)(Ps. 1,172) Net increase (decrease) in cash and cash equivalents Ps. 1,634 (Ps. 305) 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. KEY OPERATING METRIC 3Q26 3Q25 Number of Stores Opened 141 131 Number of Distribution Centers 25 18 Same Store Sales Growth (%) 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. 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:
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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. FORWARD-LOOKING STATEMENTS 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/ 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 Revenue from Sales of Merchandise Ps. 28,403,711Ps. 20,250,500 Sales of Recyclables 41,738 28,492 Total Revenue 28,445,449 20,278,992 Cost of Sales (23,702,146)(17,002,194) Gross Profit Ps. 4,743,303Ps. 3,276,798 Sales Expenses (2,795,532)(2,065,282) Administrative Expenses (1,282,941)(2,108,760) Other Income - Net 16,844 17,451 Operating Profit (Loss) Ps. 681,674(Ps. 879,793) Financial Income 62,741 42,128 Financial Costs (528,482) (362,792) Exchange Rate Fluctuation 97,006 (86,149) Financial (Costs) – Net (368,735) (406,813) Profit (Loss) Before Income Tax Ps. 312,939(Ps. 1,286,606) Income Tax Expense (289,684) (137,404) Net Profit (Loss) for the Period Ps. 23,255(Ps. 1,424,010) 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) Income Tax Expense (289,684) (137,404) Financial (Costs) – Net (368,735) (406,813) D&A 645,329 475,633 EBITDA Ps. 1,327,003(Ps. 404,160) Share-Based Payment Expenses 550,428 1,573,926 EBITDA ex. Share-Based Payment Expenses Ps. 1,877,431Ps. 1,169,766
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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 Revenue from Sales of Merchandise Ps. 77,234,014 Ps. 56,099,458 Sales of Recyclables 109,073 81,001 Total Revenue 77,343,087 56,180,459 Cost of Sales (64,533,526)(47,117,276) Gross Profit Ps. 12,809,561 Ps. 9,063,183 Sales Expenses (7,758,229) (5,806,007) Administrative Expenses (4,089,978) (3,545,303) Other Income - Net 54,100 98,842 Operating Profit (Loss) Ps. 1,015,454 (Ps. 189,285) Financial Income 135,753 132,033 Financial Costs (1,468,437) (1,060,981) Exchange Rate Fluctuation 28,047 (311,656) Financial (Costs) – Net (1,304,637) (1,240,604) (Loss) Before Income Tax (Ps. 289,183) (Ps. 1,429,889) Income Tax Expense (632,157) (367,175) Net (Loss) for the Period (Ps. 921,340) (Ps. 1,797,064) 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) Income Tax Expense (632,157) (367,175) Financial (Costs) – Net (1,304,637) (1,240,604) D&A 1,825,962 1,333,757 EBITDA Ps. 2,841,416 Ps. 1,144,472 Share-Based Payment Expenses 1,887,145 2,039,543 EBITDA ex. Share-Based Payment Expenses Ps. 4,728,561 Ps. 3,184,015 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 - Net11,712,177 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
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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 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 improvements298,773 222,172 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 costs15,455 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 parties46,118 (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 arrangements2,606,104 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)
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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 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 improvements841,585 610,628 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 costs37,709 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 parties101,668 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 arrangements6,961,057 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 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.
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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) 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 3,749,993 Total Common Shares 130,236,053 Net Shares subject to Equity-Based Compensation Plans 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. Common Shares issuable upon exercise Net Shares Legacy Plan 37,144,331X(US$53.00 - US$5.75)= 33,112,825US$53.00 Post-IPO Equity Incentive Plan Options 4,062,500X(US$53.00 - US$32.93)= 1,538,755 US$53.00 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. 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 () and on our investor relations website. (1)(2)(3) (4) (5) (1) (2)
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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). Projected Share-Based Payment Non-Cash Expense (In Ps. Million) Projected Breakdown 9M26A 4Q26E FY26E FY27E FY28E FY29E Legacy Plan 162 57 219 115 45 - Post-IPO Equity Incentive Plan - Options394 133 527 276 142 50 Post-IPO Equity Incentive Plan - RSUs188 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. INVESTOR RELATIONS CONTACT Source: Tiendas 3B (1)