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BBB FOODS INC

BBB FOODS INCTBBB決算レポート

NYSE · 必須消費財 · 小売り八百屋

Humpty Dumpty Snack Foods is an American food company, operating as a subsidiary of Old Dutch Foods, that packages and sells snack foods. The company is named after the nursery rhyme character and features the character as the company logo. Humpty Dumpty products are generally sold in New England, Quebec and Atlantic Canada.

What changed in BBB FOODS INC's 20-F — 2024 vs 2025

Top changes in BBB FOODS INC's 2025 20-F

364 paragraphs added · 403 removed · 304 edited across 6 sections

Item 2. Properties

Properties — owned and leased real estate

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ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE 1 ITEM 3. KEY INFORMATION 1 A. [Reserved] 1 B. CAPITALIZATION AND INDEBTEDNESS 1 C. REASONS FOR THE OFFER AND USE OF PROCEEDS 1 D. RISK FACTORS 1 ITEM 4. INFORMATION ON THE COMPANY 26 A. HISTORY AND DEVELOPMENT OF THE COMPANY 26 B. BUSINESS OVERVIEW 29 C. ORGANIZATIONAL STRUCTURE 41 D.
ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE 1 ITEM 3. KEY INFORMATION 1 A. [Reserved] 1 B. CAPITALIZATION AND INDEBTEDNESS 1 C. REASONS FOR THE OFFER AND USE OF PROCEEDS 1 D. RISK FACTORS 1 ITEM 4. INFORMATION ON THE COMPANY 26 A. HISTORY AND DEVELOPMENT OF THE COMPANY 26 B. BUSINESS OVERVIEW 29 C. ORGANIZATIONAL STRUCTURE 40 D.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Specifically, perishables pose unique challenges due to their limited shelf life, needing rapid turnover and high-quality supply chain management to prevent loss. In addition, there is also the inherent risk that 5 Table of Contents these new products or categories may not resonate with our customers, leading to underwhelming sales, excess inventory, and reduced margins.
Specifically, perishables pose unique challenges due to their limited shelf life, needing rapid turnover and high-quality supply chain management to prevent loss. In addition, there is also the inherent risk that these new products or categories may not resonate with our customers, leading to underwhelming sales, excess 5 Table of Contents inventory, and reduced margins.
We attempt to protect our trademarks and trade names by exercising our rights under applicable trademark and copyright laws. Any infringement of our intellectual property rights would likely 6 Table of Contents result in a commitment of our time and resources to protect these rights through litigation or otherwise, which could be expensive and time-consuming.
We attempt to protect our trademarks and trade names by exercising our rights under applicable trademark and copyright laws. Any infringement of our intellectual property rights would likely result in a commitment of our time and resources to protect these rights through litigation or otherwise, which could 6 Table of Contents be expensive and time-consuming.
We lease all the retail locations for our retail stores which are generally subject to periodic rent review, lease expiry and renegotiation. As a result, we are susceptible to changes in the property rental market, such as increases in market rents. Our stores are also subject to various local laws and regulatory requirements.
We lease substantially all the retail locations for our retail stores which are generally subject to periodic rent review, lease expiry and renegotiation. As a result, we are susceptible to changes in the property rental market, such as increases in market rents. Our stores are also subject to various local laws and regulatory requirements.
Any revocation of a president’s mandate and subsequent elections could create political instability which may have a significant adverse effect on investor confidence in Mexico, the Mexican economy, exchange rates and trade, which could, in turn, adversely impact our business. Ms.
Any revocation of a president’s mandate and subsequent elections could create political instability which may have a significant adverse effect on investor confidence in Mexico, the Mexican economy, exchange rates and trade, which could, in turn, adversely impact our business.
Securities Exchange Act of 1934, as amended (the “Exchange Act”), including the requirements to prepare and issue quarterly reports on Form 10-Q or to file current reports on Form 8-K upon the occurrence of specified significant events, the proxy rules applicable to domestic U.S. registrants under Section 14 of the Exchange Act or the insider reporting and short-swing profit rules applicable to domestic U.S. registrants under Section 16 of the Exchange Act.
Securities Exchange Act of 1934, as amended (the “Exchange Act”), including the requirements to prepare and issue quarterly reports on Form 10-Q or to file current reports on Form 8-K upon the occurrence of specified significant events or the proxy rules applicable to domestic U.S. registrants under Section 14 of the Exchange Act or the short-swing profit rules applicable to domestic U.S. registrants under Section 16 of the Exchange Act.
These events also could affect consumer shopping patterns or prevent customers from reaching our stores, which could lead to lost sales and higher markdowns, or result in increases in fuel or other energy prices, fuel shortage(s), new store or distribution center opening delays, the temporary lack of an adequate work force in a market, the temporary or long-term disruption of product availability in our stores, the temporary or long-term inability to obtain or access technology needed to effectively run our business, disruption of our utility services or information systems, and damage to our reputation.
These events also could affect consumer shopping patterns or prevent customers from reaching our stores, which could lead to lost sales and higher markdowns, or result in increases in fuel or other energy prices, fuel shortage(s), new store or distribution center opening delays, the temporary lack of an adequate work force in a 9 Table of Contents market, the temporary or long-term disruption of product availability in our stores, the temporary or long-term inability to obtain or access technology needed to effectively run our business, disruption of our utility services or information systems, and damage to our reputation.
Any change in the current consumer protection or outer regulatory policies could have a significant effect on Mexican consumer service providers, including us, variations in interest rates, demand for our products and services, market conditions, and the prices of and returns on Mexican securities. Political events in Mexico may significantly affect our business operations.
Any change to current consumer protection or regulatory policies could have a significant effect on Mexican consumer service providers, including us, variations in interest rates, demand for our products and services, market conditions, and the prices of and returns on Mexican securities. Political events in Mexico may significantly affect our business operations.
New or revised laws, regulations, policies, rules ( normas oficiales) and related interpretations and enforcement practices, particularly those dealing with the sale of products, including without limitation, product and food safety, marketing or labeling; consumer protection; information security and privacy; labor and employment; employee wages and benefits; health and safety; imports and customs; taxes; and environmental compliance and climate-related disclosure, may significantly increase our expenses or require extensive system and operating changes that could materially increase our cost of doing business.
New or revised laws, regulations, policies, rules ( normas oficiales) and related interpretations and enforcement practices, particularly 10 Table of Contents those dealing with the sale of products, including without limitation, product and food safety, marketing or labeling; consumer protection; information security and privacy; labor and employment; employee wages and benefits; health and safety; imports and customs; taxes; and environmental compliance and climate-related disclosure, may significantly increase our expenses or require extensive system and operating changes that could materially increase our cost of doing business.
Our growth has been largely focused in 16 states across the center of Mexico which are generally more densely populated and developed than other regions in Mexico. Expansion into new regions involves risks and uncertainties related to our ability to replicate our business model, efficiently expand our logistics capabilities and achieve profitability.
Our growth has been largely focused in 17 states across the center of Mexico which are generally more densely populated and developed than other regions in Mexico. Expansion into new regions involves risks and uncertainties related to our ability to replicate our business model, efficiently expand our logistics capabilities and achieve profitability.
If any of these events result in the closure, or a limitation on operating hours, of one or more of our distribution centers, a significant number of stores, our sourcing offices, our corporate headquarters or data center or impact one or more of our key suppliers, 9 Table of Contents our operations and financial performance could be materially and adversely affected through an inability or reduced ability to make deliveries, process payroll or provide other support functions to our stores and through lost sales.
If any of these events result in the closure, or a limitation on operating hours, of one or more of our distribution centers, a significant number of stores, our sourcing offices, our corporate headquarters or data center or impact one or more of our key suppliers, our operations and financial performance could be materially and adversely affected through an inability or reduced ability to make deliveries, process payroll or provide other support functions to our stores and through lost sales.
In the past, no party had a majority in Mexico’s congress, and congressional opposition hampered the passage of laws and reforms. As of December 31, 2024, the president’s political party and its allies held a qualified majority in the Chamber of Deputies and the Senate and a strong influence in various local legislatures.
In the past, no party had a majority in Mexico’s congress, and congressional opposition hampered the passage of laws and reforms. As of December 31, 2025, the president’s political party and its allies held a qualified majority in the Chamber of Deputies and the Senate and a strong influence in various local legislatures.
In light of the increased public focus on employment, health and safety and environmental matters, a violation, or allegations of a violation of such laws or regulations, or a failure to achieve particular standards by any of our manufacturers, could lead to unfavorable publicity and a decline in public demand for our products, or require 10 Table of Contents us to incur expenditure or make changes to our supply chain and other business arrangements to ensure compliance.
In light of the increased public focus on employment, health and safety and environmental matters, a violation, or allegations of a violation of such laws or regulations, or a failure to achieve particular standards by any of our manufacturers, could lead to unfavorable publicity and a decline in public demand for our products, or require us to incur expenditure or make changes to our supply chain and other business arrangements to ensure compliance.
In connection with the audit of our financial statements as of December 31, 2024 and 2023 and for the years then ended, we identified certain material weaknesses in our internal control over financial reporting as described in “Item 15. Controls and Procedures–B.
In connection with the audit of our financial statements as of December 31, 2025 and 2024 and for the years then ended, we identified certain material weaknesses in our internal control over financial reporting as described in “Item 15. Controls and Procedures–B.
The British Virgin Islands courts are also unlikely: • to recognize or enforce against us judgments of courts of the United States based on certain civil liability provisions of U.S. securities laws where that liability is in respect of penalties, taxes, fines or similar fiscal or revenue obligations of the Company; and 25 Table of Contents • to impose liabilities against the Company, in original actions brought in the British Virgin Islands, based on certain civil liability provisions of U.S. securities laws that are penal in nature.
The British Virgin Islands courts are also unlikely: • to recognize or enforce against us judgments of courts of the United States based on certain civil liability provisions of U.S. securities laws where that liability is in respect of penalties, taxes, fines or similar fiscal or revenue obligations of the Company; and • to impose liabilities against the Company, in original actions brought in the British Virgin Islands, based on certain civil liability provisions of U.S. securities laws that are penal in nature.
Many of the economic factors listed above, as well as commodity rates; transportation, energy costs, lease and insurance costs; wage rates; foreign exchange rate fluctuations; measures that create barriers to or increase the costs of international trade (including increased import duties or tariffs); changes in applicable laws and regulations; reduction in the level of remittances and other economic factors, also could impair our ability to successfully execute our strategies and initiatives, as well as increase our cost of goods sold and selling, general and administrative expenses (including real estate costs), and may have other adverse consequences that we are unable to fully anticipate or control, all of which may materially decrease our sales or profitability.
Many of the economic factors listed above, as well as commodity rates; transportation; energy costs, including as a result of global armed conflicts; lease and insurance costs; wage rates; foreign exchange rate fluctuations; measures that create barriers to or increase the costs of international trade (including increased import duties or tariffs); changes in applicable laws and regulations; reduction in the level of remittances and other economic factors, also could impair our ability to successfully execute our strategies and initiatives, as well as increase our cost of goods sold and selling, general and administrative expenses (including real estate costs), and may have other adverse consequences that we are unable to fully anticipate or control, all of which may materially decrease our sales or profitability.
In the event that the Mexican economy experiences a deterioration in 14 Table of Contents gross domestic product (“GDP”) growth or of economic conditions such as inflation, interest rate increases, downgrade of sovereign debt, among other factors, the activities, financial situation, operating results, cash flows and/or prospects of the Company, could be adversely and significantly affected.
In the event that the Mexican economy experiences a deterioration in gross domestic product (“GDP”) growth or of economic conditions such as inflation, interest rate increases, downgrade of sovereign debt, among other factors, the activities, financial situation, operating results, cash flows and/or prospects of the Company, could be adversely and significantly affected.
In addition, increased or perceptions of increased economic protectionism in the United States, Mexico and other countries could potentially lead to lower levels of trade and investment and economic growth, which could have a similarly negative impact on the Mexican economy. These economic and political consequences could adversely affect our business, operating results and financial condition.
In addition, increased or perceptions of increased economic protectionism in the United States, Mexico and other countries could potentially lead to lower levels of trade and investment and economic growth, which could 15 Table of Contents have a similarly negative impact on the Mexican economy. These economic and political consequences could adversely affect our business, operating results and financial condition.
Increases in inflation raise our costs for commodities, labor, materials and services and other costs required to grow and operate our business, and failure to secure these on reasonable terms may adversely impact our financial condition.
Increases in inflation raise our costs for commodities, particularly fuel, labor, materials and services and other costs required to grow and operate our business, and failure to secure these on reasonable terms may adversely impact our financial condition.
We have identified material weaknesses in our internal control over financial reporting and, if we fail to remediate such deficiencies (or identify and remediate any other material weaknesses) or otherwise fail to maintain an effective system of internal controls, we may be unable to accurately report our results of operations, meet our reporting obligations or prevent fraud.
We have identified material weaknesses in our internal control over financial reporting and, if we fail to remediate such deficiencies (or identify and remediate any other material weaknesses) or otherwise fail to maintain an effective system of internal controls, we may be unable to accurately report our results of operations, 22 Table of Contents meet our reporting obligations or prevent fraud.
While we have procedures in place to comply at all times with such law, we are susceptible to breaches, due to our highly diversified operation and increasing e-commerce activity as well as complexity over digital protections, and its interactions across multiple systems including hardware, software, networks, applications, services or any other information technology that allow the exchange or computerized processing or digitized data.
While we have procedures in place to comply at all times with such law, we are susceptible to breaches, due to our highly diversified operation as well as complexity over digital protections, and its interactions across multiple systems including hardware, software, networks, applications, services or any other information technology that allow the exchange or computerized processing or digitized data.
We depend on a variety of information technology systems, including systems owned and managed by third-party vendors, for the efficient functioning of our business, including, without limitation, transaction processing and the management of our employees, facilities, logistics, inventories, stores and customer-facing digital 8 Table of Contents applications and operations.
We depend on a variety of information technology systems, including systems owned and managed by third-party vendors, for the efficient functioning of our business, including, without limitation, transaction processing and the management of our employees, facilities, logistics, inventories, stores and customer-facing digital applications and operations.
Design defects, damage to, or interruption to these systems may require a significant investment to repair or replace, disrupt our operations, result in the loss or corruption of critical data, and harm our reputation, all of which could materially and adversely affect our business or results of operations.
Design defects, damage to, or interruption to these systems may require a 8 Table of Contents significant investment to repair or replace, disrupt our operations, result in the loss or corruption of critical data, and harm our reputation, all of which could materially and adversely affect our business or results of operations.
Litigation trends and expenses and the outcomes of litigation cannot be predicted with certainty and adverse litigations, trends, expenses and 11 Table of Contents outcomes could have a material adverse effect on our business, financial condition, results of operations and prospects. We will continue to be subject to legal proceedings and we may be subject to investigations.
Litigation trends and expenses and the outcomes of litigation cannot be predicted with certainty and adverse litigations, trends, expenses and outcomes could have a material adverse effect on our business, financial condition, results of operations and prospects. We will continue to be subject to legal proceedings and we may be subject to investigations.
These designations enable U.S. authorities to 12 Table of Contents prosecute FTOs or individuals or entities alleged to have provided FTOs with “material support,” which is broadly defined, and, therefore, increases the risk of potential criminal and civil liability against any such entities or individuals.
These designations enable U.S. authorities to prosecute FTOs or individuals or entities alleged to have provided FTOs with “material support,” which is broadly defined, and, therefore, increases the risk of potential criminal and civil liability against any such entities or individuals.
We will be susceptible to any violation that interrupts the protection of customer information, administrative security measures, physical security, unauthorized access by third parties, protection of mobile equipment, maintenance of data warehouses, technical security measures, electronic support, and physical support, among others.
We will be susceptible to any violation that interrupts the protection of 13 Table of Contents customer information, administrative security measures, physical security, unauthorized access by third parties, protection of mobile equipment, maintenance of data warehouses, technical security measures, electronic support, and physical support, among others.
If we are unable to select and timely obtain products that are attractive to customers and at costs that allow us to sell them at an acceptable profit, or to effectively market such products, it could result in materially decreased sales and profitability.
If we are unable to select and timely purchase or develop products that are attractive to customers and at costs that allow us to sell them at an acceptable profit, or to effectively market such products, it could result in materially decreased sales and profitability.
In the past, following periods of volatility in the market price of certain companies’ 22 Table of Contents securities, securities class action litigation has been instituted against these companies. This litigation, if instituted against us, could adversely affect our financial condition or results of operations.
In the past, following periods of volatility in the market price of certain companies’ securities, securities class action litigation has been instituted against these companies. This litigation, if instituted against us, could adversely affect our financial condition or results of operations.
If we fail to achieve and maintain an effective internal control environment or remediate any identified material weaknesses and other deficiencies or discover and address future material weaknesses or deficiencies, we could suffer material misstatements in our financial statements, fail to meet our reporting obligations or fail to 23 Table of Contents prevent fraud, which would likely cause investors to lose confidence in our reported financial information.
If we fail to achieve and maintain an effective internal control environment or remediate any identified material weaknesses and other deficiencies or discover and address future material weaknesses or deficiencies, we could suffer material misstatements in our financial statements, fail to meet our reporting obligations or fail to prevent fraud, which would likely cause investors to lose confidence in our reported financial information.
This could, in turn, limit our access to capital markets, subject our Class A common shares to potential delisting from the New York Stock Exchange, harm our results of operations, or lead to a decline in the trading price of our Class A common shares.
This could, in turn, limit our access to capital markets, subject our Class A common shares to potential delisting from the 23 Table of Contents New York Stock Exchange, harm our results of operations, or lead to a decline in the trading price of our Class A common shares.
The presence of violence among drug cartels, and between these and the Mexican law enforcement and armed forces, or an increase in other types of crime, pose a risk to our business, and might negatively impact business continuity. 17 Table of Contents High crime rates throughout Mexico could negatively our sales and operations.
The presence of violence among drug cartels, and between these and the Mexican law enforcement and armed forces, or an increase in other types of crime, pose a risk to our business, and might negatively impact business continuity. High crime rates throughout Mexico could negatively affect our sales and operations.
For a discussion of certain differences between the provisions of the Companies Act, remedies available to shareholders and the laws applicable to companies incorporated in the United States and their shareholders, see “Item 10. Additional Information–B.
For a discussion of certain differences between the provisions of the Companies Act, remedies available to shareholders and the laws applicable to companies incorporated in the 25 Table of Contents United States and their shareholders, see “Item 10. Additional Information–B.
As a foreign private issuer, however, we are permitted to, and we follow home country practice in lieu of the above requirements. See “Item 10. Additional Information–B.
As a foreign private issuer, however, we are permitted to, and we follow 21 Table of Contents home country practice in lieu of the above requirements. See “Item 10. Additional Information–B.
The full extent 15 Table of Contents of the actions that the new U.S. federal administration will implement with regards to international trade, geopolitical relations or economic policies is unclear as of the date of this annual report, and if implemented, how these actions may impact the hard discount grocery retail market in Mexico.
The full extent and timing of the actions that the U.S. federal administration may implement with regards to international trade, geopolitical relations or economic policies is unclear as of the date of this annual report, and if implemented, how these actions may impact the hard discount grocery retail market in Mexico.
As of December 31, 2024, all of our 16 distribution centers were leased by us, and we are analyzing the expansion of our distribution capabilities in line with our store openings.
As of December 31, 2025, all of our 20 distribution centers were leased by us, and we are analyzing the expansion of our distribution capabilities in line with our store openings.
This could result in the filing of class actions against us by our customers or other market participants.
This could result in the filing of class actions 11 Table of Contents against us by our customers or other market participants.
Risks Relating to Our Class A Common Shares Our principal shareholder, Bolton Partners Ltd., owns all of our Class B common shares and a portion of our Class C common shares, which in the aggregate represent approximately 44.7% of the voting power of our 18 Table of Contents common shares and therefore exercises significant influence over all matters requiring shareholder approval, which limits or precludes your ability to influence corporate matters.
Risks Relating to Our Class A Common Shares Our principal shareholder, Bolton Partners Ltd., owns all of our Class B common shares and a portion of our Class C common shares, which in the aggregate represent approximately 45.2% of the voting power of our common shares and therefore exercises significant influence over all matters requiring shareholder approval, which limits or precludes your ability to influence corporate matters.
Likewise, any action taken by the new U.S. or Mexico administrations, including changes to the USMCA, tariffs and/or other U.S. government policies or executive orders that may be adopted or issued by the U.S. administration, could have a negative impact on the Mexican economy, such as reductions in the levels of remittances, changes to the U.S. dollar-Mexican peso exchange rate and cost of capital, reduced commercial activity or bilateral trade or declining foreign direct investment in Mexico.
Likewise, any action taken by the current U.S. or Mexico administrations, including changes to or dispute resolution proceedings under the USMCA, trade law enforcement actions under local law, tariffs and/or other U.S. government policies or executive orders that may be adopted or issued by the U.S. administration, could have a negative impact on the Mexican economy, such as reductions in the levels of remittances, changes to the U.S. dollar-Mexican peso exchange rate and cost of capital, reduced commercial activity or bilateral trade or declining foreign direct investment in Mexico.
In the year ended December 31, 2024, we purchased products from 346 suppliers, with our largest supplier accounting for 3.6% of our total purchases, and the five largest suppliers accounting for 15.3% of our total purchases. Although we have developed a broad network of suppliers, some of our top selling products are only supplied by a single supplier or manufacturer.
In the year ended December 31, 2025, we purchased products from 327 suppliers, with our largest supplier accounting for 3.6% of our total purchases, and the five largest suppliers accounting for 16.5% of our total purchases. Although we have developed a broad network of suppliers, some of our top selling products are only supplied by a single supplier or manufacturer.
Furthermore, geopolitical developments, such as the Russia-Ukraine conflict and global supply chain disruptions, continue to increase uncertainty in the outlook of near-term and long-term economic activity, including whether inflation will continue and how long, and at what rate.
Furthermore, geopolitical developments, such as the Russia-Ukraine conflict and ongoing conflicts in the Middle East (including with Iran) and global supply chain disruptions, continue to increase uncertainty in the outlook of near-term and long-term economic activity, including whether inflation will continue and how long, and at what rate.
Any final and conclusive monetary judgment obtained against us in U.S. courts, for a definite sum, may be treated by the courts of the British Virgin Islands as a cause of action in itself so that no retrial of the issued would be necessary, provided that in respect of the U.S. judgment: • the U.S. court issuing the judgment had jurisdiction in the matter and the Company either submitted to such jurisdiction or were resident or carrying on business within such jurisdiction and were duly served with process; • the judgment given by the U.S. court was not in respect of multiple damages, penalties, taxes, fines or similar fiscal or revenue obligations of the Company; • in obtaining judgment there was no fraud on the part of the person in whose favor judgment was given or on the part of the court; • recognition or enforcement of the judgment in the British Virgin Islands would not be contrary to public policy of the British Virgin Islands; • no new admissible evidence relevant to the action is submitted prior to the rendering of the judgment by the courts of the British Virgin Islands; • the proceedings pursuant to which judgment were obtained did not contravene the rules of natural justice of the British Virgin Islands; and • there is due compliance with the correct procedures under the laws of the British Virgin Islands. 24 Table of Contents You may face difficulties in protecting your interests, and your ability to protect your rights through the U.S. federal courts may be limited, because the Company is incorporated in the British Virgin Islands.
Any final and conclusive monetary judgment obtained against us in U.S. courts, for a definite sum, may be treated by the courts of the British Virgin Islands as a cause of action in itself so that no retrial of the issues would be necessary, provided that in respect of the U.S. judgment: • the U.S. court issuing the judgment had jurisdiction in the matter and the Company either submitted to such jurisdiction or were resident or carrying on business within such jurisdiction and were duly served with process; • the judgment given by the U.S. court was not in respect of multiple damages, penalties, taxes, fines or similar fiscal or revenue obligations of the Company; • in obtaining judgment there was no fraud on the part of the person in whose favor judgment was given or on the part of the court; • recognition or enforcement of the judgment in the British Virgin Islands would not be contrary to public policy of the British Virgin Islands; • no new admissible evidence relevant to the action is submitted prior to the rendering of the judgment by the courts of the British Virgin Islands; • the proceedings pursuant to which judgment were obtained did not contravene the rules of natural justice of the British Virgin Islands; and • there is due compliance with the correct procedures under the laws of the British Virgin Islands.
We cannot make assurances that any events in the United States or elsewhere will not materially and adversely affect us. The effects of public health crises may amplify the risks and uncertainties facing our business. Pandemic outbreaks have impacted and may continue to impact our business.
We cannot make assurances that any events in the United States or elsewhere will not materially and adversely affect us. The effects of public health crises may amplify the risks and uncertainties facing our business.
Evolving expectations and/or requirements for reporting on or implementing environmental, social and governance (ESG) programs could increase our costs, and failure to meet expectations or requirements could adversely affect our sales and results of operations.
Evolving expectations and/or requirements for reporting on or implementing environmental, social and governance (ESG) programs could increase our costs, and failure to meet expectations or requirements could adversely affect our sales and results of operations. On March 6, 2024, the U.S.
Although we have established measures to mitigate these risks and recover stolen goods, criminal events, could negatively influence business by reducing the flow of customers to our stores if the area is deemed or perceived to be unsafe and may disrupt our supply chain and increase our operating, logistics and safety costs.
Although we have established measures to mitigate these risks and recover stolen goods, criminal events, could negatively influence business by reducing the flow of customers to our stores if the area is deemed or perceived to be unsafe and may disrupt our supply chain and increase our operating, logistics and safety costs. 17 Table of Contents Changes in global trade policy could adversely affect our business.
Our private labels may not be successful in improving our gross profit and may increase certain of the risks we face. Our business has expanded its own range of private label items, which included 108 different private label brands and over 458 stock keeping units (“SKUs”) as of December 31, 2024, representing 53.6% of our sales for 2024.
Our private labels may not be successful in improving our gross profit and may increase certain of the risks we face. Our business has expanded its own range of private label items, which included 113 different private label brands and over 525 stock keeping units (“SKUs”) as of December 31, 2025, representing 58.2% of our sales for 2025.
We cannot predict whether potential changes in Mexican governmental and economic policy could adversely affect Mexico’s economic conditions or the sector in which we operate, nor can we provide any assurance that political developments in Mexico, or that resulting economic, social and political instability will not have an adverse effect on our business, results of operations, financial condition and prospects or the price of our Class A common shares .
We cannot predict whether potential changes in Mexican governmental and economic policy could adversely affect Mexico’s economic conditions or the sector in which we operate, nor can we provide any assurance that political developments in Mexico, or that resulting economic, social and political instability will not have an adverse effect on our business, results of operations, financial condition and prospects or the price of our Class A common shares . 16 Table of Contents Fluctuation of the Mexican peso relative to the U.S. dollar could adversely affect our financial condition, our ability to meet contractual obligations and results of operations.
There can be no assurance that the USMCA will not be renegotiated, or its terms will continue to drive growth in Mexico, or that U.S. and Mexico trade relations will not further deteriorate leading to further imposition of trade barriers.
There can be no assurance that the USMCA will not be renegotiated or that it will continue to drive growth in Mexico. Similarly, we cannot assure you that U.S. and Mexico trade relations will not deteriorate, leading to further imposition of trade barriers.
In particular, each potential investor should: • have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its particular financial situation, an investment in our Class A common shares and the impact our Class A common shares will have on its overall investment portfolio; • have sufficient financial resources and liquidity to bear all of the risks of an investment in our Class A common shares; • understand thoroughly the terms of our Class A common shares and be familiar with the behavior of any relevant indices and financial markets; and 19 Table of Contents • be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for economic, interest rate and other factors that may affect its investment and its ability to bear the applicable risks.
In particular, each potential investor should: • have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its particular financial situation, an investment in our Class A common shares and the impact our Class A common shares will have on its overall investment portfolio; • have sufficient financial resources and liquidity to bear all of the risks of an investment in our Class A common shares; • understand thoroughly the terms of our Class A common shares and be familiar with the behavior of any relevant indices and financial markets; and • be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for economic, interest rate and other factors that may affect its investment and its ability to bear the applicable risks. 19 Table of Contents We may elect to raise additional capital in the future by issuing securities or may enter into corporate transactions with an effect similar to a merger, which may dilute your interest in our shares and affect the trading price of our Class A common shares.
Changes in global trade policy could adversely affect our business. Political leaders in the United States and in other countries have been elected on protectionist platforms, fueling doubts about the future of global free trade.
Political leaders in the United States and in other countries have been elected on protectionist platforms, fueling doubts about the future of global free trade.
Our ability to meet our labor needs, while controlling our labor costs, is subject to many external factors, including competition for and availability of qualified personnel, unemployment levels, wage rates (including the heightened possibility of increased federal, state and/or local minimum wage rates), health and other insurance costs, changes in employment and labor laws or other workplace regulations (including those relating to employee benefit programs such as health insurance and paid leave programs or the proposed labor law reform in Mexico aimed at reducing the maximum working hours per week that was recently being discussed by Mexican Congress and could be reintroduced in future legislative terms), employee activism, and our reputation and relevance within the labor market.
Our ability to meet our labor needs, while controlling our labor costs, is subject to many external factors, including competition for and availability of qualified personnel, unemployment levels, wage rates (including recent and expected future increases in federal, state and/or local minimum wage rates), health and other insurance costs, changes in employment and labor laws or other workplace regulations (including those relating to employee benefit programs such as health insurance and paid leave programs or the labor law reform in Mexico aimed at gradually reducing the maximum working hours per week by 2030), employee activism, and our reputation and relevance within the labor market.
However, the foregoing does not include Class C common shares that are held by our principal shareholder and our directors and officers in respect of both unvested and vested (but currently unexercisable) stock options or delayed-delivery awards or allocations under the Liquidity Event Share Plan and the Bolton Partners Share Allocation, as applicable.
However, the foregoing does not include (i) Class C common shares that are held by our principal shareholder and our directors and officers in respect of both unvested and vested (but currently unexercisable) stock options, (ii) Class A common shares in respect of both unvested and vested (but in either case unexercised) stock options and unvested RSUs granted under our Post-IPO Equity Incentive Plan or (iii) unvested delayed-delivery awards or allocations under the Liquidity Event Share Plan and Bolton Share Allocation, as applicable.
Any disruption, unanticipated or unusual expense or operational failure related to this process (e.g., delivery delays, including as a result of pandemic outbreaks, or increases in transportation costs (such as those we experienced during 2021 and continue to experience), including increased fuel costs, import freight costs, a decrease in transportation capacity; or labor shortages) could negatively impact sales and profits.
Any disruption, unanticipated or unusual expense or operational failure related to this process (e.g., delivery delays, including due to supply chain disruptions or increases in transportation costs (such as those we have experienced in the past and may continue to experience), including increased fuel costs, import freight costs, a decrease in transportation capacity; or labor shortages) could negatively impact sales and profits.
This may afford less protection to holders of our Class A common shares. U.S. rules require listed companies to have, among other things, a majority of the members of their board of directors to be independent, and to have independent director oversight of executive compensation, nomination of directors and corporate governance matters.
U.S. rules require listed companies to have, among other things, a majority of the members of their board of directors to be independent, and to have independent director oversight of executive compensation, nomination of directors and corporate governance matters.
We are working to remediate as quickly as possible the material weaknesses we identified as part of this internal control program by implementing compensating and mitigating controls. Following our IPO, we became subject to the reporting requirements under the Exchange Act and the Sarbanes-Oxley Act, as well as the rules and regulations of the SEC.
We continue to work to remediate as quickly as possible the aforemetnioned material weaknesses by implementing compensating and mitigating controls in our internal control program. We are subject to the reporting requirements under the Exchange Act and the Sarbanes-Oxley Act, as well as the rules and regulations of the SEC.
Labor shortages or work stoppages in the transportation industry or disruptions to the national and international transportation infrastructure, including as a result of pandemics, war or natural disasters, could also increase our costs or otherwise negatively affect our business.
Labor shortages or work stoppages in the transportation industry or disruptions to the national and international transportation infrastructure, including as a result of war, geopolitical conflicts, trade restrictions, severe weather events, natural disasters or other macroeconomic conditions, could also increase our costs or otherwise negatively affect our business.
Global trade disruption, significant introductions of trade barriers and bilateral trade frictions, together with any future downturns in the global economy resulting therefrom, could adversely affect our financial performance. In particular, the United States, Mexico and Canada renegotiated the North American Free Trade Agreement.
Global trade disruption, significant introductions of trade barriers and bilateral trade frictions, together with any future downturns in the global economy resulting therefrom, could adversely affect our financial performance.
Any actions or publications by shareholder advisory firms critical of our corporate governance practices or capital structure could also adversely affect the value of our Class A common shares. 20 Table of Contents Our holding company structure makes us dependent on the operations of our subsidiaries.
Any actions or publications by shareholder advisory firms critical of our corporate governance practices or capital structure could also adversely affect the value of our Class A common shares. Our holding company structure makes us dependent on the operations of our subsidiaries. BBB Foods Inc. is a company limited by shares incorporated under the laws of the British Virgin Islands.
The occurrence of one or more natural disasters, such as Hurricane Otis and Hurricane John that struck Acapulco, Guerrero on Mexico’s pacific coast on October 25, 2023 and September 23, 2024, respectively, where we have 54 stores, and other future hurricanes, fires, floods, tornadoes, earthquakes, unusual weather conditions, pandemic outbreaks or other health crises, political or civil unrest, acts of violence or terrorism, looting (including within our stores, distribution centers or other Company property), or disruptive global political events or similar disruptions could adversely affect our reputation, business and financial performance.
The occurrence of one or more natural disasters, such as hurricanes, fires, floods, tornadoes, earthquakes, unusual weather conditions, pandemic outbreaks or other health crises, political or civil unrest, acts of violence or terrorism, looting (including within our stores, distribution centers or other Company property), or disruptive global political events or similar disruptions could adversely affect our reputation, business and financial performance.
There is no assurance of a strong economic recovery or that the current economic conditions will ameliorate. The risks associated with current and potential changes in the Mexican economy are significant and could have a material adverse effect on our business and results of operations.
The risks associated with current and potential changes in the Mexican economy are significant and could have a material adverse effect on our business and results of operations.
As a result of the above, even though we are required to furnish reports on Form 6-K disclosing the limited information which we have made or are required to make public pursuant to British Virgin Islands law, or are required to distribute to shareholders generally, and that is material to us, you may not receive information of the same type or amount that is required to be disclosed to shareholders of a U.S. company. 21 Table of Contents As a foreign private issuer, we are permitted to, and we do, rely on exemptions from certain corporate governance standards applicable to U.S. issuers, including the requirement that a majority of an issuer’s directors consist of independent directors.
As a result of the above, even though we are required to furnish reports on Form 6-K disclosing the limited information which we have made or are required to make public pursuant to British Virgin Islands law, or are required to distribute to shareholders generally, and that is material to us, you may not receive information of the same type or amount that is required to be disclosed to shareholders of a U.S. company.
In addition, negative consumer perceptions regarding the sourcing of the products we sell and the sufficiency and transparency of our reporting on ESG matters, where applicable or as required by recently adopted regulations, and events that give rise to actual, potential, or perceived compliance and social responsibility concerns could damage our reputation, result in lost sales, cause our clients to seek alternative sources for their products and make it difficult and costly for us to regain our client’s confidence. 13 Table of Contents We are subject to risks due to breaches of the Federal Law on Protection of Personal Data Held by Private Parties ( Ley Federal de Protección de Datos Personales en Posesión de los Particulares ).
In addition, negative consumer perceptions regarding the sourcing of the products we sell and the sufficiency and transparency of our reporting on ESG matters, where applicable or as required from time to time by regulations, and events that give rise to actual, potential, or perceived compliance and social responsibility concerns could damage our reputation, result in lost sales, cause our clients to seek alternative sources for their products and make it difficult and costly for us to regain our client’s confidence.
Pursuant to recent constitutional amendments, Mexican presidents, who were previously limited to one six-year term, are now also subject to a public vote of no confidence ( revocación de mandato ) in the third year of their term, which could lead to their removal.
Pursuant to on such legal change, Mexican presidents are now subject to a public vote of no confidence ( revocación de mandato ) in the third year of their term, which could lead to their removal.
In such an event, we may be required to delay, limit, reduce or terminate our business development or expansion efforts. Our business, financial condition and results of operations could be materially adversely affected as a result. As a result of selling food products, we face the risk of product liability claims and adverse publicity.
Our business, financial condition and results of operations could be materially adversely affected as a result. As a result of selling food products, we face the risk of product liability claims and adverse publicity.
In June 2024, Mexico held presidential, federal and local elections. Claudia Sheinbaum won the presidency and her political party, Movimiento Regeneración Nacional (National Regeneration Movement, or “MORENA”) won a qualified majority in both the Senate and the Chamber of Deputies, as well as most local elections.
Since the 2024 presidential, federal and local elections, the current administration and its political party, Movimiento Regeneración Nacional (National Regeneration Movement, or “MORENA”), has held a qualified majority in both the Senate and the Chamber of Deputies, as well as significant influence at the local level.
Developments in other countries could materially affect the Mexican economy and, in turn, our business, financial condition and results of operations. Mexico’s economy is vulnerable to global market downturns and economic slowdowns. The macroeconomic environment in which we operate is beyond our control, and the future economic environment may continue to be less favorable than in recent years.
Developments in other countries could materially affect the Mexican economy and, in turn, our business, financial condition and results of operations. Mexico’s economy is vulnerable to global market downturns and economic slowdowns.
Our corporate affairs are governed by our memorandum and articles of association, the Companies Act and the common law of the British Virgin Islands. Under our memorandum and articles of association, we indemnify and hold our directors harmless against all claims and suits brought against them, subject to limited exceptions.
Under our memorandum and articles of association, we indemnify and hold our directors harmless against all claims and suits brought against them, subject to limited exceptions.
BBB Foods Inc. is a company limited by shares incorporated under the laws of the British Virgin Islands. BBB Foods Inc. operates as a holding company and, accordingly, its material assets are our direct and indirect equity interests in our subsidiaries.
BBB Foods Inc. operates as a holding company and, accordingly, its material assets are our direct and indirect 20 Table of Contents equity interests in our subsidiaries.
As is customary for businesses with high inventory turnover and strict control over working capital, we consistently maintain a negative working capital position.
As is customary for businesses with high inventory turnover and strict control over working capital, we consistently maintain a negative working capital position. Negative working capital is an important driver in our cash flow from operating activities and is used to finance our store expansion.
Each Class A common share entitles its holder to one vote per share, each Class C common share entitles its holder one vote per share and each Class B common share entitles its holder to 15 votes per share, so long as the total number of the issued and outstanding Class B common shares represents at least 1.0% of the aggregate number of the aggregate common shares of the Company then outstanding.
Each Class A common share entitles its holder to one vote per share, each Class C common share entitles its holder to one vote per share and each Class B common share entitles its holder to 15 votes per share, so long as the total number of the issued and outstanding Class B common shares represents at least 1.0% of the aggregate number of the aggregate common shares of the Company then outstanding. 18 Table of Contents Our principal shareholder owns all of our Class B common shares and a portion of our Class C common shares, representing approximately 45.2% of the voting power and 11.3% of the total number of our outstanding common shares, and will therefore have significant influence over matters requiring shareholder approval.
BBB Foods Inc. is a company incorporated under the laws of the British Virgin Islands. As a result, it may be difficult for investors to enforce judgments obtained in the United States courts against the Company or our directors or officers.
As a result, it may be difficult for investors to enforce judgments obtained in the United States courts against the Company or our directors or officers. 24 Table of Contents Our corporate affairs are governed by our memorandum and articles of association, the Companies Act and the common law of the British Virgin Islands.
The U.S. government has indicated its intent to alter its approach to international trade policy and in some cases to renegotiate, or potentially terminate, certain existing bilateral or multi-lateral trade agreements and treaties with foreign countries, and has made proposals and taken actions related thereto, including imposing generalized tariffs.
The U.S. government has altered its approach to international trade policy, including by attempting generally to increase the tariff rate at which goods enter the US, and has in some cases sought to renegotiate, or potentially terminate, certain existing bilateral or multi-lateral trade agreements and treaties with foreign countries.
Our inventory balance represented 13.3% and 15.8% of our total assets as of December 31, 2024 and 2023, respectively. Efficient inventory management is a key component of our business success and profitability.
Our cash flows from operations, profitability and financial condition may be negatively affected if we are not successful in managing our inventory balances. Our inventory balance represented 13.8% and 13.3% of our total assets as of December 31, 2025 and 2024, respectively. Efficient inventory management is a key component of our business success and profitability.
Handling returns involves additional logistics, restocking, and customer service costs, and can result in the inability to resell returned products at full price, particularly if they are perishable, used, or no longer in salable condition. High return rates can lead to increased waste, affect inventory management, and result in financial losses, impacting our margins and overall profitability.
This policy can lead to a higher volume of returned merchandise compared to competitors with more restrictive return policies. Handling returns involves additional logistics, restocking, and customer service costs, and can result in the inability to resell returned products at full price, particularly if they are perishable, used, or no longer in 7 Table of Contents salable condition.
There can be no assurance that we will be successful in our efforts to contain or reduce inventory shrinkage. 7 Table of Contents Our return policy may negatively affect our profitability and financial condition.
There can be no assurance that we will be successful in our efforts to contain or reduce inventory shrinkage. Our return policy may negatively affect our profitability and financial condition. Our commitment to customer satisfaction includes a no-questions-asked no-receipt needed money-back return policy, which, while enhancing consumer confidence and loyalty, also exposes us to certain financial risks.
If our revenues decrease materially, or key suppliers change payment terms, we may not have enough available cash to meet our obligations as they become due or fund our expansion. Further, we may not be able to raise additional funds on satisfactory terms, if at all, through equity or debt financings to meet our obligations or continue funding our expansion.
Our negative working capital and increases in our negative working capital has been and is expected to continue to be a major source of capital resources. If our revenues decrease materially, or key suppliers change payment terms, we may not have enough available cash to meet our obligations as they become due or fund our expansion.
This majority could allow MORENA to make changes in laws, policies and regulations, including through constitutional amendments.
This majority has allowed MORENA to make changes in laws, policies and regulations, including by constitutional amendment, and may enable them to continue to make such changes.
The U.S. government recently imposed tariffs which target all foreign goods, including steel and aluminum, as well as products from Mexico generally with limited exceptions for USMCA compliant products. The U.S. government and has indicated a willingness to impose tariffs on additional imports.
While the U.S. government has targeted many Mexican goods for higher tariffs, it has also made limited exceptions for USMCA compliant products. The U.S. government has indicated a willingness to impose additional tariffs on other additional imports.
The financial impact could include additional expenses related to the processing and disposition of returns, which could adversely affect our results of operations. Our cash flows from operations, profitability and financial condition may be negatively affected if we are not successful in managing our inventory balances.
High return rates can lead to increased waste, affect inventory management, and result in financial losses, impacting our margins and overall profitability. The financial impact could include additional expenses related to the processing and disposition of returns, which could adversely affect our results of operations.
Furthermore, these constitutional amendments included the dissolution of certain independent regulatory bodies in Mexico, consolidating their functions under federal government agencies.
Additionally, changes were made to prevent any challenges to constitutional amendments , effectively granting these reforms immunity from judicial review. Furthermore, these constitutional amendments included the dissolution of certain independent regulatory bodies in Mexico, consolidating their functions under federal government agencies. These changes provide the supervising agencies with enhanced discretion and may, as such, affect the consistency of enforcement actions.
Sheinbaum has generally continued her predecessor’s political and economic agenda with significant changes to policies, laws and regulations, including amendments to the Mexican Constitution . In the second half of 2024, a series of constitutional amendments passed by the Mexican Congress have raised concerns about judicial independence and the rule of law in Mexico.
Mexican President Claudia Sheinbaum has generally continued her predecessor’s political and economic agenda with significant changes to policies, laws and regulations, including amendments to the Mexican Constitution . Among these amendments is a judicial reform that requires all judges, including Supreme Court Justices, to be elected by popular vote.
Although this new rule was voluntarily stayed by the SEC on April 4, 2024, pending resolution of multiple challenges to be heard by the United States Court of Appeals for the Eighth Circuit, we cannot assure you that the stay will not be lifted in the future. Meeting stakeholder expectations and regulatory requirements could require additional resources and compliance costs.
Securities and Exchange Commission adopted a new rule on the Enhancement and Standardization of Climate-Related Disclosures for Investors, which was voluntarily stayed by the SEC on April 4, 2024, pending resolution of multiple challenges to be heard by the United States Court of Appeals for the Eighth Circuit, until the SEC voted to end its defense of the rules in March 2025.

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Our headquarters is also home to our Product and Pricing Committee, our Operation Committee, our Central Purchasing Department, our Finance and Administration Department, our Central Human Resources Department, and our Information Technology Department. Our Central Purchasing Department is responsible for all decisions relating to our suppliers and purchasing prices.
Our headquarters is also home to our Product and Pricing Committee, our Operation Committee, our Central Purchasing Department, our Finance and Administration Department, our Central Human Resources Department, our Information Technology Department and our Legal Department. Our Central Purchasing Department is responsible for all decisions relating to our suppliers and purchasing prices.
By maintaining a database of potential locations and competitor insights, they enable data-driven decision-making. The team maintains an open line of communication with district and zone managers, allowing real-time market analysis that informs our broader expansion strategy. 36 Table of Contents Administration and Accounting Our regional administration and accounting teams primarily focus on operational finances.
By maintaining a database of potential locations and competitor insights, they enable data-driven decision-making. The team maintains an open line of communication with district and zone managers, allowing real-time market analysis that informs our broader expansion strategy. 35 Table of Contents Administration and Accounting Our regional administration and accounting teams primarily focus on operational finances.
This investment today has been fully justified as it is what we believe has allowed the company to sustain high growth rates. Key milestones in our history are shown below. 28 Table of Contents In February 2024, the Company became a publicly traded company on the New York Stock Exchange (“NYSE”).
This investment today has been fully justified as it is what we believe has allowed the company to sustain high growth rates. Key milestones in our history are shown below. 27 Table of Contents In February 2024, we became a publicly traded company on the New York Stock Exchange (“NYSE”).
Our provisions for probable losses arising from legal proceedings are estimated and periodically adjusted by management after consideration of the opinions of our external counsel. As of December 31, 2024, we had not recorded any provisions in connection with legal proceedings based on probable loss. However, legal proceedings are inherently unpredictable and subject to significant uncertainties.
Our provisions for probable losses arising from legal proceedings are estimated and periodically adjusted by management after consideration of the opinions of our external counsel. As of December 31, 2025, we had not recorded any provisions in connection with legal proceedings based on probable loss. However, legal proceedings are inherently unpredictable and subject to significant uncertainties.
A region has all the functional areas it needs to operate autonomously. These include human resources, real estate, logistics, IT and regional purchasing and accounting. All regions are similarly sized, organized and operated. Sales and Operations Each region typically has two Zone Managers, each of whom is responsible for 40 to 80 stores.
A region has all the functional areas it needs to operate autonomously. These include human resources, real estate, logistics, IT and regional purchasing and accounting. All regions are similarly sized, organized and operated. Sales and Operations Each region typically has three Zone Managers, each of whom is responsible for 40 to 80 stores.
Our human resources department coordinates recruitment for our headquarters and managers and above levels in regions; they also shape culture and training efforts across the organization. Our real estate department oversees openings and 37 Table of Contents negotiation of stores across the region, defines annual goals for new locations, and identifies and negotiates locations for distribution centers.
Our Human Resources department coordinates recruitment for our headquarters and managers and above levels in regions; they also shape culture and training efforts across the organization. Our real estate department oversees openings and negotiation of stores across the region, defines annual goals for new locations, and identifies and negotiates 36 Table of Contents locations for distribution centers.
A typical store is operated by a store manager, two assistant managers, and a team of six sales associates on average. The store manager is responsible for managing and developing their team, ordering, restocking, serving and selling to customers, maintaining operating standards, and executing any in-store communication/marketing campaigns.
A typical store is operated by a store manager, two assistant managers, and a team of four sales associates on average. The store manager is responsible for managing and developing their team, ordering, restocking, serving and selling to customers, maintaining operating standards, and executing any in-store communication/marketing campaigns.
A District Manager manages between six and eight stores and, in turn, reports to a Zone Manager who oversees 40 to 80 stores. The Zone Manager reports to the Regional Director who manages all aspects of his/her region. All our products are presented in their original boxes, as delivered by our suppliers.
A District Manager manages between five and eight stores and, in turn, reports to a Zone Manager who oversees 40 to 80 stores. The Zone Manager reports to the Regional Director who manages all aspects of his/her region. All our products are presented in their original boxes, as delivered by our suppliers.
We outsource the manufacturing of these products to over 150 carefully selected manufacturers with tested supply reliability and quality controls. We are generally able to offer our private label products at a lower cost than that of the branded products they compete with.
We outsource the manufacturing of these products to over 179 carefully selected manufacturers with tested supply reliability and quality controls. We are generally able to offer our private label products at a lower cost than that of the branded products they compete with.
The construction and operation of our stores and distribution centers may be subject to the Mexican General Law on Ecological Balance and Environmental Protection ( Ley General del Equilibrio Ecológico y la Protección al Ambiente , or the “Mexican General Environmental Law”) and the related implementing regulations, the General Law for the Prevention and Comprehensive Management of Waste ( Ley General para la Prevención y Gestión Integral de los Residuos ) and the related implementing regulations, the National Waters Law ( Ley de Aguas Nacionales ) and the related implementing regulations, the Regulations for Environmental Protection Against Noise Pollution ( Reglamento para la Protección del Ambiente contra la Contaminación Originada por la Emisión de Ruido ), the General Law for Sustainable Forest Development ( Ley General de Desarrollo Forestal Sustentable ), the General Law on Wildlife ( Ley General de Vida Silvestre ), the General Law on Climate Change ( Ley General de Cambio Climático ), numerous Mexican Official Standards ( Normas Oficiales Mexicanas ), and other federal, state and municipal environmental laws and regulations and agency agreements where our stores and/or facilities are located or could be developed (collectively, “Environmental Laws”).
The construction and operation of our stores and distribution centers may be subject to the Mexican General Law on Ecological Balance and Environmental Protection ( Ley General del Equilibrio Ecológico y la Protección al Ambiente , or the “Mexican General Environmental Law”) and the related implementing regulations, the General Law for the Prevention and Comprehensive Management of Waste ( Ley General para la Prevención y Gestión Integral de los Residuos ) and the related implementing regulations, the General Waters Law ( Ley General de Aguas ) and the related implementing regulations, the General Law on Circular Economy ( Ley General de Economía Circular ) and the related implementing regulations, the Regulations for Environmental Protection Against Noise Pollution ( Reglamento para la Protección del Ambiente contra la Contaminación Originada por la Emisión de Ruido ), the General Law for Sustainable Forest Development ( Ley General de Desarrollo Forestal Sustentable ), the General Law on Wildlife ( Ley General de Vida Silvestre ), the General Law on Climate Change ( Ley General de Cambio Climático ), numerous Mexican Official Standards ( Normas Oficiales Mexicanas ), and other federal, state and municipal environmental laws and regulations and agency agreements where our stores and/or facilities are located or could be developed (collectively, “Environmental Laws”).
Geographical Presence We opened our first store in Mexico City and have since expanded primarily in the central region of Mexico. As of December 31, 2024, we were present in Mexico City, State of Mexico, Hidalgo, Puebla, Tlaxcala, Morelos, Querétaro, Guanajuato, Michoacán, Guerrero, Veracruz, Aguascalientes, Nayarit, Jalisco, Zacatecas and San Luis Potosí.
Geographical Presence We opened our first store in Mexico City and have since expanded primarily in the central region of Mexico. As of December 31, 2025, we were present in Mexico City, State of Mexico, Hidalgo, Puebla, Tlaxcala, Morelos, Querétaro, Guanajuato, Michoacán, Guerrero, Veracruz, Aguascalientes, Nayarit, Jalisco, Zacatecas, San Luis Potosí and Oaxaca.
Hatoum chose to start this new business in Mexico. Convinced by the country’s business case, he opened the first store in February 2005 in Mexico City. The development of private label products, core to offering high value to our customers, has been part of our business strategy since our founding.
Hatoum chose to start this new business in Mexico. Convinced by the country’s business case, he opened the first store in February 2005 in Mexico City. 26 Table of Contents The development of private label products, core to offering high value to our customers, has been part of our business strategy since our founding.
The interior of our stores is well lit, 31 Table of Contents with wide and convenient aisles and reduced shelving height that allows store employees to see the full store, which in turn helps control shrinkage and makes restocking quicker and easier.
The interior of our stores is well lit, with wide and convenient aisles and reduced shelving height that allows store employees to see the full store, which in turn helps control shrinkage and makes restocking quicker and easier.
When the number of total stores served by any given distribution center approaches the 150-store mark, we proceed to open a new distribution center nearby and redistribute the stores to optimize distances and routing. Our distribution centers are on average 11,850 square meters, with additional space for a maneuvering yard.
When the number of total stores served by any given distribution center approaches the 150-store mark, we proceed to open a new distribution center nearby and redistribute the stores to optimize distances and routing. Our distribution centers are on average 13,050 square meters, with additional space for a maneuvering yard.
More specifically, we and the various properties we lease and which are used as stores or warehouses are primarily subject to the following Mexican laws and regulations: • Mexican Constitution; • Mexican Corporations Law; • Federal Law on Economic Competition; • Federal Law for Protection of the Consumer; • Federal Law for the Protection of Industrial Property; • Federal Roads, Bridges and Auto Transport Law; • Civil codes of the states in which our stores and distribution centers are located and in which we operate; • Civil Protection Law of the states in which our stores are located and in which we operate; • General Law on Ecological Balance and Environmental Protection, and its implementing regulations; • General Law for the Prevention and Comprehensive Management of Waste; • Expropriation Law; 38 Table of Contents • National Waters Law; • General Law on National Property; • Local and municipal environmental, land-use, and zoning regulations, and tax legislation and implementing regulations; and • Mexican Official Standards (NOMs), including with respect to food packaging and labeling.
More specifically, we and the various properties we lease and which are used as stores or warehouses are primarily subject to, among other federal, state and municipal statutes, the following Mexican laws and regulations: • Mexican Constitution; • Mexican Corporations Law; • Federal Law on Economic Competition; • Federal Law for Protection of the Consumer; • Federal Law for the Protection of Industrial Property; • Federal Roads, Bridges and Auto Transport Law; • Civil codes of the states in which our stores and distribution centers are located and in which we operate; • Civil Protection Law of the states in which our stores are located and in which we operate; • General Law on Ecological Balance and Environmental Protection, and its implementing regulations; • General Law for the Prevention and Comprehensive Management of Waste; • Expropriation Law; 37 Table of Contents • General Waters Law; • General Law on Circular Economy; • General Law on National Property; • Local and municipal environmental, land-use, and zoning regulations, and tax legislation and implementing regulations; and • Mexican Official Standards (NOMs), including with respect to food packaging and labeling.
Efficiency translates into savings that can be passed on to our customers. Our management is decentralized and organized into regions, each run by a regional director, and built around a distribution center that serves approximately 150 stores. Each region has sufficient functional resources to operate autonomously and efficiently.
Efficiency translates into savings that can be passed on to our customers. Our management is decentralized and organized into regions, each run by a regional director, and built around a distribution center that serves up to 200 stores. Each region has sufficient functional resources to operate autonomously and efficiently.
Spot products are quality food and non-food products that we offer in addition to our regularly stocked products. These are offered in limited amounts and offer exceptional value. The selection changes every two weeks on average. For 2023 and 2024, our spot products represented 5.8% and 5.7% of our sales, respectively. Our stores serve low-to-middle income households.
Spot products are quality food and non-food products that we offer in addition to our regularly stocked products. These are offered in limited amounts and offer exceptional value. The selection changes every two weeks on average. For both 2024 and 2025, our spot products represented 5.7% of our sales. Our stores serve low-to-middle income households.
Our registered office is located at Commerce House, Wickhams Cay 1, P.O. Box 3140, Road Town, Tortola VG1110, British Virgin Islands. Our website is www.tiendas3b.com and our investor relations website is https://www.investorstiendas3b.com/ . 26 Table of Contents In 2004, K.
Our registered office is located at Commerce House, Wickhams Cay 1, P.O. Box 3140, Road Town, Tortola VG1110, British Virgin Islands. Our website is www.tiendas3b.com and our investor relations website is https://www.investorstiendas3b.com/ . In 2004, K.
With an estimated white space for at least 12,000 additional Tiendas 3B stores in Mexico, we are constantly looking to increase our number of stores and expand into new regions. Our Stores Our stores have been thoughtfully designed to improve our customer’s experience and achieve operational efficiencies.
With an estimated white space for at least 11,000 additional Tiendas 3B stores in Mexico, we are constantly looking to increase our number of stores and expand into new regions. 30 Table of Contents Our Stores Our stores have been thoughtfully designed to improve our customer’s experience and achieve operational efficiencies.
We will continue to increase the density of stores in the areas in which we currently operate, while seeking to expand and increase our penetration in the near term in neighboring states to those where we operate. 32 Table of Contents Our geographical presence is shown below: Standard Store Operations Our stores are open from 8:00 a.m. to 9:30 p.m., seven days a week, all year round.
We will continue to increase the density of stores in the areas in which we currently operate, while seeking to expand and increase our penetration in the near term in neighboring states to those where we operate. 31 Table of Contents Our geographical presence is shown below: Standard Store Operations Our stores are open from 7:00 a.m. to 10:00 p.m., seven days a week, all year round.
We launched our first private label, “LactiBu,” a modified liquid milk formula, in May 2005. As of December 31, 2024, we had developed over 108 different private label brands, representing over 458 SKUs. Our value offer to our customers improves continuously as we introduce new private labels and continue to improve existing ones.
We launched our first private label, “LactiBu,” a modified liquid milk formula, in May 2005. As of December 31, 2025, we had developed over 113 different private label brands, representing over 525 SKUs. Our value offer to our customers improves continuously as we introduce new private labels and continue to improve existing ones.
This allows us to offer and sustain everyday low prices to our customers. • Rapid expansion : In 2024, we averaged a new store opening every 18 hours, which is faster than any other grocery retailer in Mexico.
This allows us to offer and sustain everyday low prices to our customers. • Rapid expansion : In 2025, we averaged a new store opening every 15.3 hours, which is faster than any other grocery retailer in Mexico.
In the year ended December 31, 2024, we purchased products from 346 suppliers, with our largest supplier accounting for 3.6% of our total purchases, and the five largest suppliers accounting for 15.3% of our total purchases. Our private label products are developed and designed largely by our in-house purchasing team, who are fully responsible for all aspects of the product.
In the year ended December 31, 2025, we purchased products from 327 suppliers, with our largest supplier accounting for 3.6% of our total purchases, and the five largest suppliers accounting for 16.5% of our total purchases. Our private label products are developed and designed largely by our in-house purchasing team, who are fully responsible for all aspects of the product.
Property, plants and equipment.” This decentralization reduces complexity and therefore costs, including logistics costs. 35 Table of Contents Operations and Decision-Making We have a decentralized and lean organizational structure built around autonomous regions, each led by a Regional Director. Each region consists of approximately 150 stores and a distribution center.
Property, plants and equipment.” This decentralization reduces complexity and therefore costs, including logistics costs. 34 Table of Contents Operations and Decision-Making We have a decentralized and lean organizational structure built around autonomous regions, each led by a Regional Director. Each region consists of up to 200 stores and a distribution center.
Risk Factors—Risks Relating to Our Business and Industry—Our operations are subject to the general risks of litigation.” On February 1, 2023, the Mexican tax authority ( Servicio de Administración Tributaria , or the “SAT”) commenced an audit of our tax return for the fiscal year ended 2018. The SAT is questioning the deductibility of certain expenses for services.
Risk Factors—Risks Relating to Our Business and Industry—Our operations are subject to the general risks of litigation.” On February 1, 2023, the Mexican tax authority ( Servicio de Administración Tributaria , or the “SAT”) commenced an audit of our tax return for the fiscal year ended 2018.
Our Headquarters Our central office (headquarters) is located in Mexico City and is home to our Chief Executive Officer, Chief Financial Officer and Investor Relations Officer, Director of Sales and Operations, Director of Purchasing, Director of Human Resources, Director of Information Technology and Director of Real Estate.
Our Headquarters Our central office (headquarters) is located in Mexico City and is home to our Chief Executive Officer, Chief Financial Officer, Director of Sales and Operations, Directors of Purchasing, Director of Human Resources, Director of Information Technology, Director of Real Estate and General Counsel.
As of December 31, 2024, the size of our stores ranged from smaller than 300 square meters to larger than 450 square meters, with approximately 58.0% between 300 square meters and 450 square meters. The uniformity of our stores enables us to streamline inventory management and optimize staffing and operational processes.
As of December 31, 2025, the size of our stores ranged from smaller than 300 square meters to larger than 450 square meters, with approximately 55.70% between 300 square meters and 450 square meters. The uniformity of our stores enables us to streamline inventory management and optimize staffing and operational processes.
Due to our low number of SKUs and focus on serving daily grocery needs, we have been able to achieve a high ratio of sales per SKU and a ratio of 3.1 Payable Days to Inventory Days during 2024.
Due to our low number of SKUs and focus on serving daily grocery needs, we have been able to achieve a high ratio of sales per SKU and a ratio of 2.9 Payable Days to Inventory Days during 2025.
Quality Control Quality control is key to building trust in our private label products and cementing our reputation. We conduct regular laboratory tests to check that contracted specifications are met, relying on well-regarded laboratories in Mexico, such as Cencon and Biofleming. We audit the manufacturing facilities of our suppliers on a regular basis.
Quality Control Quality control is key to building trust in our private label products and cementing our reputation. We conduct regular laboratory tests to check that contracted specifications are met, relying on well-regarded laboratories in Mexico, such as Cencon and Biofleming.
As of December 31, 2024, we had grown to become the leading hard discount retailer in Mexico with 2,772 stores, 16 distribution centers, and 25,300 employees. The charts below highlight our growth trajectory from 2020 to 2024. __________________ Notes: 1. Total revenue is calculated as the sum of Revenue from sales of merchandise and sales of recyclables. 2.
As of December 31, 2025, we had grown to become the leading hard discount retailer in Mexico with 3,346 stores, 20 distribution centers, and 29,202 employees. The charts below highlight our growth trajectory from 2020 to 2025. __________________ Notes: 1. Total revenue is calculated as the sum of Revenue from sales of merchandise and sales of recyclables. 2.
Private label products are products that we have developed ourselves and which we believe are of comparable or better quality than the equivalent branded alternative offered at our stores. For 2023 and 2024, private label products represented 46.5% and 53.6% of our sales, respectively.
For 2024 and 2025, branded products represented 40.6% and 35.9% of our sales, respectively. Private label products are products that we have developed ourselves and which we believe are of comparable or better quality than the equivalent branded alternative offered at our stores. For 2024 and 2025, private label products represented 53.6% and 58.2% of our sales, respectively.
Store restocking frequency is dynamic and ranges from twice a week to daily and depends on sales volumes. We fulfill store orders one day after an order is placed. A single truck can visit up to four stores per day.
Store restocking frequency is dynamic and ranges from twice a week to daily and depends on sales volumes. We fulfill store orders one day after an order is placed.
ORGANIZATI ONAL STRUCTURE The Company is a holding company incorporated in the British Virgin Islands. The Company has no material operations of its own and substantially all of its operations are conducted through the Company’s Mexican subsidiary. Holders of Class A common shares own equity interests in the British Virgin Islands holding company, and not in such Mexican subsidiary.
The Company has no material operations of its own and substantially all of its operations are conducted through the Company’s Mexican subsidiary. Holders of Class A common shares own equity interests in the British Virgin Islands holding company, and not in such Mexican subsidiary. We indirectly hold 100% equity interests in our Mexican subsidiary.
Same Store Sales growth is measured by comparing the Same Store Sales of stores that were open during the measurement period. 27 Table of Contents Our sales growth is attributable to both our store footprint expansion as well as Same Store Sales growth from our existing store base.
Same Store Sales growth is measured by comparing the Same Store Sales of stores that were open during the measurement period. Our sales growth is attributable to both our store footprint expansion as well as Same Store Sales growth from our existing store base. Our Same Store Sales growth has seen consistent double-digit growth over recent years.
Frozen items, a relatively new category, are being rolled out to all our stores gradually as we build frozen refrigeration in our distribution centers. 42 Table of Contents Our distribution centers are designed to be efficient and reduce the amount of man hours required to move our products: we use cross-docking whenever possible, layouts which allocate space depending on inventory turnover, and floor storage instead of racks, as this is more efficient for fast-moving SKUs.
Our distribution centers are designed to be efficient and reduce the amount of man hours required to move our products: we use cross-docking whenever possible, layouts which allocate space depending on inventory turnover, and floor storage instead of racks, as this is more efficient for fast-moving SKUs.
They visit our stores three to four times a week, purchasing enough for a maximum of two days. For items we currently do not offer, like fresh fruits and vegetables, they complete their shopping needs within the neighborhood.
The shopping experience is typically localized, as most customers live within a 10-street (800-meter) radius of their favored store. They visit our stores three to four times a week, purchasing enough for a maximum of two days. For items we currently do not offer, like fresh fruits and vegetables, they complete their shopping needs within the neighborhood.
See “Item 7. Major Shareholders and Related Party Transactions–A. Major Shareholders.” 41 Table of Contents D. PROPERTY, PLAN TS AND EQUIPMENT Properties As of December 31, 2024, we only owned one property used in our operations. Our remaining 2,771 stores and office space is leased from a wide array of landlords.
See “Item 7. Major Shareholders and Related Party Transactions–A. Major Shareholders.” 40 Table of Contents D. PROPERTY, PLAN TS AND EQUIPMENT Properties As of December 31, 2025, we owned two properties, currently used or expected to be used in our operations. Our remaining 3,345 stores, office space and distribution centers are leased from a wide array of landlords.
Committees Our Product and Pricing Committee consists of our Director of Purchasing, our Director of Sales and Operations and our Chief Executive Officer. This committee discusses and makes decisions on all matters related to introducing new products, phasing out existing products, testing products, quality control issues and changing prices. It is also responsible of approving overall promotions and advertisements.
This committee discusses and makes decisions on all matters related to introducing new products, phasing out existing products, testing products, quality control issues and changing prices. It is also responsible of approving overall promotions and advertisements. Our Operation Committee is responsible for overseeing our operations, as well as general company strategy.
We perform quality checks of our products when they arrive at our distribution centers and randomly select samples for further laboratory testing.
We audit the manufacturing facilities of our suppliers on a regular basis. 33 Table of Contents We perform quality checks of our products when they arrive at our distribution centers and randomly select samples for further laboratory testing.
Key control activities are being designed and implemented to mitigate these risks and ensure the completeness and accuracy of financial reporting. In addition, information and communication channels are being strengthened to promote timely and accurate reporting.
While we have concluded that our internal control over financial reporting is not currently effective due to certain material weaknesses, key control activities are being designed and implemented to mitigate these risks and ensure the completeness and accuracy of financial reporting. In addition, information and communication channels are being strengthened to promote timely and accurate reporting.
Protection of a trademark in Mexico continues for as long as the brand is registered and used. As of December 31, 2024, we had approximately 1,515 owned brand files and registries in Mexico. In addition, within Mexico our licensors register their own brands granting us the right to use them within the territory. C.
As of December 31, 2025, we had approximately 1,780 owned brand files and registries in Mexico. In addition, within Mexico our licensors register their own brands granting us the right to use them within the territory. C. ORGANIZATI ONAL STRUCTURE The Company is a holding company incorporated in the British Virgin Islands.
This structure, supported by nimble central headquarters, has enabled us to scale efficiently by allowing us to dynamically select new store locations in a constant pursuit of scale and expansion, while achieving positive gross and operating profit. Additionally, it enables suppliers to reach our decision makers quickly, fostering collaboration and accelerating the development of private label products.
This structure, supported by nimble central headquarters, has enabled us to scale efficiently by allowing us to dynamically select new store locations in a constant pursuit of scale and expansion, 29 Table of Contents while achieving positive gross and operating profit.
Accordingly, investors should monitor our investor relations website, in addition to following our press releases, SEC filings and public conference calls and webcasts. B. BUSINESS O VERVIEW Overview We are pioneers and leaders of the grocery hard discount model in Mexico and one of the fastest growing retailers in the country as measured by our sales and store growth rates.
BUSINESS O VERVIEW Overview We are pioneers and leaders of the grocery hard discount model in Mexico and one of the fastest growing retailers in the country as measured by our sales and store growth rates.
Additionally, the Mexican General Law for the Prevention and Comprehensive Management of Waste regulates the generation and handling of hazardous waste and materials as well as the release of contaminants into the environment. 39 Table of Contents Non-compliance with the Environmental Laws may result in the imposition of administrative fines or sanctions, remedial actions, revocations of authorizations, licenses, or permits, administrative arrests, temporary or permanent closure of facilities, or imprisonment, when environmental violations are classified as criminal offenses.
Non-compliance with the Environmental Laws may result in the imposition of administrative fines or sanctions, remedial actions, revocations of authorizations, licenses, or permits, administrative arrests, temporary or permanent closure of facilities, or imprisonment, when environmental violations are classified as criminal offenses.
Regulatory Considerations Our business and operations are subject to various laws and regulations as well as local governmental authorizations to open and operate our stores.
It is chaired by our Chief Executive Officer and includes our Chief Financial Officer, our Director of Sales and Operations and our Director of Human Resources. Regulatory Considerations Our business and operations are subject to various laws and regulations as well as local governmental authorizations to open and operate our stores.
We record provisions, if any, based on our external and in-house counsel’s assessment of the likelihood of loss as well as the history of similar and related proceedings.
We are subject to several legal proceedings, including civil and labor claims, which we generally believe are common and incidental to business operations in Mexico. We record provisions, if any, based on our external and in-house counsel’s assessment of the likelihood of loss as well as the history of similar and related proceedings.
Bolton Partners Ltd., our principal shareholder, owns approximately 44.7% of the combined voting power of our outstanding common shares, and therefore has significant influence over matters requiring shareholder approval.
The following chart and the information set forth in the following paragraph presents the key elements of our corporate structure, including our principal shareholder and principal subsidiaries. Bolton Partners Ltd., our principal shareholder, owns approximately 45.2% of the combined voting power of our outstanding common shares, and therefore has significant influence over matters requiring shareholder approval.
Our Same Store Sales growth has seen consistent double-digit growth over recent years. Our founder-led management team continues to run the business and has successfully transitioned the company from a startup to Mexico’s 119 th most important company according to Expansión magazine’s ranking of the 500 most important companies in Mexico for 2023.
Our founder-led management team continues to run the business and has successfully transitioned the company from a startup to Mexico’s 96 th most important company according to Expansión magazine’s ranking of the 500 most important companies in Mexico for 2025. The Company was recognized by the Financial Times in 2025 as one of the fastest growing companies in the Americas.
However, our broader target increasingly encompasses value shoppers across all income brackets. We define our typical customer as anyone who buys groceries, primarily focusing on those looking for value for money, a convenient and pleasant shopping experience, and minimizing transportation costs. Approximately 91.2% of our customers are women, primarily between the ages of 30 and 60.
We define our typical customer as anyone who buys groceries, primarily focusing on those looking for value for money, a convenient and pleasant shopping experience, and minimizing transportation costs. Approximately 90.6% of our customers are women, primarily between the ages of 30 and 60. Most are homemakers (47.7%), followed by employed individuals (26.5%) and small merchants or shopkeepers (11.6%).
Sourcing of Our Portfolio of Products 33 Table of Contents Each Tiendas 3B store carries approximately 800 SKUs, as compared to 3,000 SKUs for a convenience store and approximately 10,000 or more SKUs for a conventional supermarket based on analysis of publicly available information.
We call them “ Los Irrepetibles ” as they are offered at prices so low that they will not be “repeated” (replenished) once we sell out. 32 Table of Contents Sourcing of Our Portfolio of Products Each Tiendas 3B store carries approximately 850 to 900 SKUs, as compared to 3,000 SKUs for a convenience store and approximately 10,000 or more SKUs for a conventional supermarket based on analysis of publicly available information.
No landlord represents more than 6.5% of our lease expense. We believe that having a diffuse landlord base allows us to achieve better commercial lease terms. Each of our lease follows a standard form of Mexican law governed agreement, which generally includes a 10-year term with an automatic 10-year renewal and may be terminated at will by us.
No landlord represents more than 4.8% of our lease expense. We believe that having a diffuse landlord base allows us to achieve better commercial lease terms. Each of our leases follows a standard form governed by Mexican law and typically provides for an initial 10-year term. Subject to applicable local law, renewals are typically negotiated for an additional 10-year period.
We believe that the hard discount segment in Mexico has significant entry barriers for new participants, including: (i) the time and capital it takes to achieve scale and profitability given the inherent low gross margins of a hard discounter; (ii) the knowledge required to find competitive real estate and qualified personnel; (iii) the investment and know-how required to develop a meaningful private label product offering; and (iv) obtaining access to highly qualified senior management and experienced teams. 30 Table of Contents Our Business Model Our business model is based on the following pillars: • High rotation of products : By limiting our selection of products, we have been able to achieve a high turnover of sales per SKU, which makes us a relevant buyer of the products we sell, in turn allowing for favorable terms with suppliers. • Strong private label offering : We own 108 different private label brands representing over 458 SKUs, that cover an array of food and non-food products.
We believe that the hard discount segment in Mexico has significant entry barriers for new participants, including: (i) the time and capital it takes to achieve scale and profitability given the inherent low gross margins of a hard discounter; (ii) the knowledge required to find competitive real estate and qualified personnel; (iii) the investment and know-how required to develop a meaningful private label product offering; and (iv) obtaining access to highly qualified senior management and experienced teams.
Any claims against us, whether meritorious or not, can be time-consuming, result in costly litigation, require significant management time and result in the diversion of significant operational resources. We are subject to several legal proceedings, including civil and labor claims, which we generally believe are common and incidental to business operations in Mexico.
Controls and Procedures." Legal and Administrative Proceedings From time to time, we are or may become involved in disputes that arise in the ordinary course of our business. Any claims against us, whether meritorious or not, can be time-consuming, result in costly litigation, require significant management time and result in the diversion of significant operational resources.
Branded products are well known national and international brand label goods that we offer at the lowest sustainable price in the market to attract customers and drive traffic. For 2023 and 2024, branded products represented 47.5% and 40.6% of our sales, respectively.
The Tiendas 3B product range consists of approximately 850 to 900 SKUs of branded, private label and spot products. Branded products are well known national and international brand label goods that we offer at the lowest sustainable price in the market to attract customers and drive traffic.
However, the foregoing does not include Class C common shares that will be held by our principal shareholder and our directors and officers in respect of both unvested and vested (but currently unexercisable) stock options (other than those Class A common shares that were issued upon conversion of Class C common shares acquired upon the net exercise of stock options in connection with our follow-on offering dated February 7, 2025) or delayed-delivery awards under the Liquidity Event Share Plan and the Bolton Partners Share Allocation, as applicable.
However, the foregoing does not include (i) Class C common shares that are held by our principal shareholder and our directors and officers in respect of both unvested and vested (but currently unexercisable) stock options, (ii) Class A common shares in respect of both unvested and vested (but in either case unexercised) stock options and unvested RSUs granted under our Post-IPO Equity Incentive Plan or (iii) unvested delayed-delivery awards or allocations under the Liquidity Event Share Plan and Bolton Share Allocation, as applicable.
We also keep samples of every lot received in case we need to investigate a quality-related issue or to send a product to test if it complies with the contracted quality standards. 34 Table of Contents Our Customers Our customer base is largely composed of smart value shoppers—aligned with our slogan “ tu despensa inteligente ” or “your smart pantry choice.” We serve the low-to middle socioeconomic segments in Mexico, specifically those in the second to ninth income deciles.
Our Customers Our customer base is largely composed of smart value shoppers—aligned with our slogan “ tu despensa inteligente ” or “your smart pantry choice.” We serve the low-to middle socioeconomic segments in Mexico, specifically those in the second to ninth income deciles. However, our broader target increasingly encompasses value shoppers across all income brackets.
Over time, however, as they become more familiar with our offering, customers begin to try our private label products, which eventually become their preferred choice for their mix of value and quality. The shopping experience is typically localized, as most customers live within a 10-street (800-meter) radius of their favored store.
New customers initially buy in our stores because of the competitive pricing of our branded and spot products. Over time, however, as they become more familiar with our offering, customers begin to try our private label products, which eventually become their preferred choice for their mix of value and quality.
To minimize our initial store expenditures, we typically only advance two months of rent and give one month of rent as a security deposit. In some jurisdictions, the local civil code additionally requires that the landlord grant us a right of first refusal in the event they decide to sell the relevant property to a third party.
In addition, each lease contains exit provisions that grant us the right to terminate the relevant lease at our discretion. To minimize our initial store expenditures, we typically only advance two months of rent and give one month of rent as a security deposit.
A fundamental part of our logistics operation is our drivers. We provide a comprehensive 385-hour training program where the operator is taught skills covering mechanics, driver education, regulations, and service culture. Since December 31, 2023, our academy has become compulsory for all our drivers to ensure better logistics efficiency, timeliness and safety. ITEM 4A. UNRESOLVED STAFF COMMENTS Not applicable.
Since December 31, 2023, our academy has become compulsory for all our drivers to ensure better logistics efficiency, timeliness and safety. ITEM 4A. UNRESOLVED STAFF COMMENTS Not applicable.
Distribution Centers We believe we are highly efficient with our logistics and distributions infrastructure without sacrificing service and speed. As of December 31, 2024, we operated 16 distribution centers. Each serves approximately 150 stores, with a capacity to stretch to serve up to 200 stores, within a 150-kilometer radius, within a capacity to stretch up to a 200-kilometer radius.
As of December 31, 2025, we operated 20 distribution centers. Each can serve up to 200 stores typically within a 150-kilometer radius, with a capacity to stretch up to a 200-kilometer radius.
From 2021 to 2024, our total revenue grew at a compounded annual growth rate (“CAGR”) of 35.5%, reaching Ps.57.4 billion (US$2.8 billion) for 2024, and our number of stores increased from 1,249 as of January 1, 2021 to 2,772 as of December 31, 2024, which represents a CAGR of 22.1%. 29 Table of Contents Our business model is simple yet disruptive: we offer a limited assortment of products that cover the daily grocery needs of our clients.
From 2022 to 2025, our total revenue grew at a compounded annual growth rate (“CAGR”) of 35.6%, reaching Ps.78.2 billion (US$4.4 billion) for 2025, and our number of stores increased from 1,500 as of December 31, 2021 to 3,346 as of December 31, 2025, which represents a CAGR of 22.2%.
Developing and retaining talent, as well as fostering a strong corporate culture, are key components of our business model and essential to sustaining our rapid growth rates and achieving efficiencies. We anticipate our personnel needs several years in advance and invest significant resources to ensure that we have the right talent at the right time.
We anticipate our personnel needs several years in advance and invest significant resources to ensure that we have the right talent at the right time.
In our process of developing stores and distribution centers, our approach is to adhere to an environmental management system and certain environmental guidelines. This does not mean that we have specific environmental policies or certificates, recognitions, or programs for environmental and natural resource protection, defense, or restoration.
In our process of developing stores and distribution centers, our approach is to adhere to an environmental management system and certain environmental guidelines.
In such a case, should it occur, any appeal process could take several years to conclude, and there is no assurance as to whether we would prevail. Intellectual Property Our most important brands, slogans and logos are protected by trademarks in Mexico through registration with the Mexican Industrial Property Institute ( Instituto Mexicano de la Propiedad Industrial ).
Intellectual Property Our most important brands, slogans and logos are protected by trademarks in Mexico through registration with the Mexican Industrial Property Institute ( Instituto Mexicano de la Propiedad Industrial ). Protection of a trademark in Mexico continues for as long as the brand is registered and used.
We price our products to offer what is generally market-leading value for money: the lowest sustainable price in the market for a given quality. Our stores also offer convenience, since they are generally located within central neighborhoods that allow for daily visits and minimize transportation needs for our customers.
Our business model is simple yet disruptive: we offer a limited assortment of products that cover the daily grocery needs of our clients. We price our products to offer what is generally market-leading value for money: the lowest sustainable price in the market for a given quality.
As of December 31, 2024, we operated a fleet of 367 same-model trucks and 971 utility vehicles for our District Managers, Zone Managers and other personnel. Standardization simplifies truck management and operations thus reducing costs. For security and for key performance indicator management, we monitor our fleet through real-time geographic positioning, live video, and dual-way audio.
A single truck can visit up to four stores per day. 41 Table of Contents As of December 31, 2025, we operated a fleet of 450 same-model trucks and 1,303 utility vehicles for our District Managers, Zone Managers and other personnel. Standardization simplifies truck management and operations thus reducing costs.
The Company’s proactive approach to compliance and controls underscores its commitment to upholding high standards of transparency and adherence to relevant laws and regulatory requirements. Legal and Administrative Proceedings From time to time, we are or may become involved in disputes that arise in the ordinary course of our business.
The Company’s proactive approach to compliance and controls underscores its commitment to upholding high standards of transparency and adherence to relevant laws and regulatory requirements. For more information about our compliance program and control procedures, see "Item 15.
Each distribution center carries the vast majority of the SKUs we sell, including refrigerated items.
Each distribution center carries the vast majority of the SKUs we sell, including refrigerated items. Frozen items, a relatively new category, are being rolled out to all our stores gradually as we build frozen refrigeration in our distribution centers.
Our customers visit us on average three to four times per week to fulfill one or two days of groceries. The Tiendas 3B product range consists of approximately 800 SKUs of branded, private label and spot products.
Our stores also offer convenience, since they are generally located within central neighborhoods that allow for daily visits and minimize transportation needs for our customers. Our customers visit us on average three to four times per week to fulfill one or two days of groceries.
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The Company was recognized by the Financial Times in 2024 as one of the fastest growing companies in the Americas.
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Accordingly, investors should monitor our investor relations website, in addition to following our press releases, SEC filings and public conference 28 Table of Contents calls and webcasts. However, the information appearing on and available through our website does not constitute part of this annual report, and is not incorporated by reference herein, unless expressly stated to be so incorporated. B.
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We call them “ Los Irrepetibles ” as they are offered at prices so low that they will not be “repeated” (replenished) once we sell out.
Added
Additionally, it enables suppliers to reach our decision makers quickly, fostering collaboration and accelerating the development of private label products. Developing and retaining talent, as well as fostering a strong corporate culture, are key components of our business model and essential to sustaining our rapid growth rates and achieving efficiencies.
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Most are homemakers (53.3%), followed by employed individuals (22.3%) and small merchants or shopkeepers (15.4%). New customers initially buy in our stores because of the competitive pricing of our branded and spot products.
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Our Business Model Our business model is based on the following pillars: • High rotation of products : By limiting our selection of products, we have been able to achieve a high turnover of sales per SKU, which makes us a relevant buyer of the products we sell, in turn allowing for favorable terms with suppliers. • Strong private label offering : We own 113 different private label brands representing over 525 SKUs, that cover an array of food and non-food products.
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Our Operation Committee is responsible for overseeing our operations, as well as general company strategy. It is chaired by our Chief Executive Officer and includes our Chief Financial Officer and Investor Relations Officer, our Director of Sales and Operations and our Director of Human Resources.
Added
We also keep samples of every lot received in case we need to investigate a quality-related issue or to send a product to test if it complies with the contracted quality standards.
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The SAT is also asking for a reduction of the capital contribution account balance. The audit and the substance of questions raised by the SAT are consistent with audits currently undertaken by the SAT with respect to other Mexican corporate taxpayers.
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Our Legal Department has business-wide responsibility for legal, regulatory, compliance, corporate governance and institutional relationship matters. Committees Our Product and Pricing Committee consists of our Director of Purchasing, our Director of Sales and Operations and our Chief Executive Officer.
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However, the challenges made by the SAT refer to actual operating expenses incurred by the Company, which were necessary for the operation of the Company and which the Company believes were properly supported and documented.

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OPERATIN G RESULTS Overview We are pioneers and leaders of the grocery hard discount model in Mexico and one of the fastest growing retailers in the country as measured by our sales and store growth rates.
A. OPERATIN G RESULTS Overview We are pioneers and leaders of the grocery hard discount model in Mexico and one of the fastest growing retailers in the country as measured by our sales and store growth rates.
Administrative Expenses Administrative expenses generally consist of expenses relating to headquarters, regional offices and the back office, including wages and salaries of administrative employees, depreciation, and amortization, energy, social security contributions of administrative employees, payments relating to options granted under our share-based compensation plan, administrative services, advertising expenses, corporate services, maintenance and conservation expenses and professional fees. 45 Table of Contents Other Income—Net Other income includes a variety of income streams, including revenues from asset disposals, reimbursement of costs, and insurance proceeds, among others.
Administrative Expenses Administrative expenses generally consist of expenses relating to headquarters, regional offices and the back office, including wages and salaries of administrative employees, depreciation, and amortization, energy, social security contributions of administrative employees, payments relating to options granted under our share-based compensation plan, administrative services, advertising expenses, corporate services, maintenance and conservation expenses and professional fees. 43 Table of Contents Other Income—Net Other income includes a variety of income streams, including revenues from asset disposals, reimbursement of costs, and insurance proceeds, among others.
This discussion, which presents our results for the years ended December 31, 2024 and 2023 should be read in conjunction with our audited consolidated financial statements as of December 31, 2024 and 2023 and for the years ended December 31, 2024, 2023 and 2022, together with the notes thereto, in each case included elsewhere in this annual report.
This discussion, which presents our results for the years ended December 31, 2025 and 2024 should be read in conjunction with our audited consolidated financial statements as of December 31, 2025 and 2024 and for the years ended December 31, 2025, 2024 and 2023, together with the notes thereto, in each case included elsewhere in this annual report.
LIQUIDITY AN D CAPITAL RESOURCES The following discussion of our liquidity and capital resources is based on the financial information derived from our audited consolidated financial statements as of December 31, 2024 and 2023 and for the years ended December 31, 2024, 2023 and 2022, included elsewhere in this annual report.
LIQUIDITY AN D CAPITAL RESOURCES The following discussion of our liquidity and capital resources is based on the financial information derived from our audited consolidated financial statements as of December 31, 2025 and 2024 and for the years ended December 31, 2025, 2024 and 2023, included elsewhere in this annual report.
Financial Costs Financial costs are comprised principally of interest on lease liabilities, promissory notes, convertible notes and the financing of transportation and store equipment, including through a reverse factoring arrangement we have entered into with Santander and HSBC. Exchange Rate Fluctuation Foreign currency transactions are translated to the functional currency using the exchange rates in effect on the transactions dates.
Financial Costs Financial costs are comprised principally of interest on lease liabilities, promissory notes, convertible notes and the financing of transportation and store equipment, including through reverse factoring arrangements we have entered into with Santander and HSBC. Exchange Rate Fluctuation Foreign currency transactions are translated to the functional currency using the exchange rates in effect on the transactions dates.
There are no commissions or interests payable to HSBC when invoices are discounted, and only an opening commission of Ps.2,250 thousand was paid for entering into the 50 Table of Contents original agreement. In addition, under the terms of the HSBC Agreement, the Company must comply with certain covenants, including restrictions on dividends.
There are no commissions or interests payable to HSBC when invoices are discounted, and only an opening commission of Ps.2,250 thousand was paid for entering into the original agreement. In addition, under the terms of the HSBC Agreement, the Company must comply with certain covenants, including restrictions on dividends.
For the Year Ended December 31, 2023 compared to the Year Ended December 31, 2022 For a discussion related to our financial condition, changes in financial condition, and the results of operations for the year ended December 31, 2023 compared to the year ended December 31, 2022, refer to "Item 5. Operating and Financial Review and Prospects–A.
For the Year Ended December 31, 2024 compared to the Year Ended December 31, 2023 For a discussion related to our financial condition, changes in financial condition, and the results of operations for the year ended December 31, 2024 compared to the year ended December 31, 2023, refer to "Item 5. Operating and Financial Review and Prospects–A.
Key Information–D. Risk Factors.” In addition, the impact of rising interest rates has adversely affected the cost of borrowing, hedging activities and access to capital in general, which could limit our ability to obtain financing or hedges in a timely manner, on acceptable terms or at all.
Risk Factors.” In addition, the impact of rising interest rates has adversely affected the cost of borrowing, hedging activities and access to capital in general, which could limit our ability to obtain financing or hedges in a timely manner, on acceptable terms or at all.
For information regarding the cash flows obtained from financing activities for the year ended December 31, 2023 compared to the year ended December 31, 2022, see “Item 5. Operating and Financial Review and Prospects–B.
For information regarding the cash flows obtained from financing activities for the year ended December 31, 2024 compared to the year ended December 31, 2023, see “Item 5. Operating and Financial Review and Prospects–B.
See Note 14 to our audited consolidated financial statements as of December 31, 2024 and 2023 and for the years ended December 31, 2024, 2023 and 2022 included elsewhere in this annual report, for more information about this arrangement. On June 2, 2023, we and HSBC Mexico, S.A.
See Note 14 to our audited consolidated financial statements as of December 31, 2025 and 2024 and for the years ended December 31, 2025, 2024 and 2023 included elsewhere in this annual report, for more information about this arrangement. Similary, on June 2, 2023, we and HSBC Mexico, S.A.
For information regarding the cash flows provided by operating activities for the year ended December 31, 2023 compared to the year ended December 31, 2022, see “Item 5. Operating and Financial Review and Prospects–B.
For information regarding the cash flows provided by operating activities for the year ended December 31, 2024 compared to the year ended December 31, 2023, see “Item 5. Operating and Financial Review and Prospects–B.
The Tiendas 3B product range consists of approximately 800 SKUs of branded, private label and spot products. • Branded products are well known national and international brand label goods that we offer at the lowest sustainable price in the market to attract customers and drive traffic.
The Tiendas 3B product range consists of approximately 850 to 900 SKUs of branded, private label and spot products. • Branded products are well known national and international brand label goods that we offer at the lowest sustainable price in the market to attract customers and drive traffic.
Liquidity and Capital Resources” in our annual report on Form 20-F for the fiscal year ended December 31, 2023, which was filed with the SEC on April 30, 2024. Net Cash Obtained from (Used in) Financing Activities Net cash used in financing activities generally consists of transactions related to our short-term and long-term debt and financing obligations.
Liquidity and Capital Resources” in our annual report on Form 20-F for the fiscal year ended December 31, 2024, which was filed with the SEC on April 29, 2025. Net Cash (Used in) Obtained from Financing Activities Net cash used in financing activities generally consists of transactions related to our short-term and long-term debt and financing obligations.
However, our suppliers’ ability to timely manufacture and 55 Table of Contents deliver the products may be subject to various factors, including, among others, changes to the prices and flow of goods and ingredients, logistics disruptions, availability and cost of raw materials and labor disruptions.
However, our suppliers’ ability to timely manufacture and deliver the products may be subject to various factors, including, among others, changes to the prices and flow of goods and ingredients, logistics disruptions, availability and cost of raw materials and labor disruptions.
Additionally, pursuant to the terms of the HSBC Agreement, we have created a trust, which is meant to be an alternative source of payment in the case of a payment default, into which Ps.540,000 thousand of cash flows have to be deposited (as a pass-through) on the trust each month.
Additionally, pursuant to the terms of the HSBC Agreement, we have created a trust that is meant to be an alternative source of payment in the case of a payment default, and into which Ps.880,000 thousand of cash flows have to be deposited (as a pass-through) on the trust each month.
The following analysis and discussion of our financial condition and results of operations should be read in conjunction with our audited consolidated financial statements as of December 31, 2024 and 2023 and for the years ended December 31, 2024, 2023 and 2022, together with the notes thereto, in each case included elsewhere in this annual report, as well as the information set forth under “Presentation of Financial and Other Information.” Our consolidated financial statements are presented in thousands of Mexican pesos, except as otherwise specified. 43 Table of Contents A.
The following analysis and discussion of our financial condition and results of operations should be read in conjunction with our audited consolidated financial statements as of December 31, 2025 and 2024 and for the years ended December 31, 2025, 2024 and 2023, together with the notes thereto, in each case included elsewhere in this annual report, as well as the information set forth under “Presentation of Financial and Other Information.” Our consolidated financial statements are presented in thousands of Mexican pesos, except as otherwise specified.
The table below sets forth selected information regarding our outstanding indebtedness corresponding to the Promissory Notes and the Convertible Notes (which were repaid in full with the proceeds of our IPO) as of December 31, 2024, 2023 and 2022.
The table below sets forth selected information regarding our indebtedness corresponding to the Promissory Notes and the Convertible Notes (which were repaid in full in February 2024 with the proceeds of our IPO) as of December 31, 2025, 2024 and 2023.
Information on the judgments made in applying accounting policies that have significant effect on the amounts recognized in our consolidated financial statements are included in Note 4 to our audited consolidated financial statements as of December 31, 2024 and 2023 and for the years ended December 31, 2024, 2023 and 2022. 56 Table of Contents
Information on the judgments made in applying accounting policies that have significant effect on the amounts recognized in our consolidated financial statements are included in Note 4 to our audited consolidated financial statements as of December 31, 2025 and 2024 and for the years ended December 31, 2025, 2024 and 2023.
Transactions with non-controlling interest shareholders are also classified as cash flows from financing activities. Net cash obtained from financing activities was Ps.1,288,113 thousand for the year ended December 31, 2024, compared to net cash used in financing activities of Ps.1,095,692 thousand and Ps.1,027,115 thousand for the years ended December 31, 2023 and 2022, respectively.
Transactions with non-controlling interest shareholders are also classified as cash flows from financing activities. Net cash used in financing activities was Ps.1,254,475 thousand for the year ended December 31, 2025, compared to net cash obtained from financing activities of Ps.1,288,113 thousand and used in financing activities of Ps.1,095,692 thousand for the years ended December 31, 2024 and 2023, respectively.
Liquidity and Capital Resources” in our annual report on Form 20-F for the fiscal year ended December 31, 2023, which was filed with the SEC on April 30, 2024.
Liquidity and Capital Resources” in our annual report on Form 20-F for the fiscal year ended December 31, 2024, which was filed with the SEC on April 29, 2025.
For 2023 and 2024, branded products represented 47.5% and 40.6% of our sales, respectively. • Private label products are products that we have developed ourselves and which we believe are of comparable or better quality than the equivalent branded alternative offered at our stores.
For 2024 and 2025, branded products represented 40.6% and 35.9% of our sales, respectively. • Private label products are products that we have developed ourselves and which we believe are of comparable or better quality than the equivalent branded alternative offered at our stores.
Capital expenditures for the years ended December 31, 2024, 2023 and 2022 amounted to Ps.2,435,695 thousand, Ps.1,798,019 thousand and Ps.1,122,877 thousand, respectively. We expect to fund our capital expenditures program with a combination of cash flows from operations and additional financing.
Capital expenditures for the years ended December 31, 2025, 2024 and 2023 amounted to Ps.3,548,943 thousand, Ps.2,435,695 thousand and Ps.1,798,019 thousand, respectively. We expect to fund our capital expenditures program with a combination of cash flows from operations and additional financing.
For 2023 and 2024, private label products represented 46.5% and 53.6% of our sales, respectively. • Spot products are quality food and non-food products that we offer in addition to our regularly stocked products. These are offered in limited amounts and offer exceptional value. The selection changes every two weeks on average.
For 2024 and 2025, private label products represented 53.6% and 58.2% of our sales, respectively. • Spot products are quality food and non-food products that we offer in addition to our regularly stocked products. These are offered in limited amounts and offer exceptional value. The selection changes 42 Table of Contents every two weeks on average.
Our cost of sales as a percentage of total revenue was 83.7% and 84.0% for the years ended December 31, 2024 and 2023, respectively.
Our cost of sales as a percentage of total revenue was 83.8% and 83.7% for the years ended December 31, 2025 and 2024, respectively.
Income Tax Expense Income tax expense increased 86.7% to Ps.383,124 thousand for the year ended December 31, 2024 from Ps.205,248 thousand for the year ended December 31, 2023. This change was due to an increase in taxable profits in our subsidiaries, which led to a higher annual effective tax rate that was partially offset by increased expenditures and tax benefits.
Income Tax Expense Income tax expense increased 15.8% to Ps.443,751 thousand for the year ended December 31, 2025 from Ps.383,124 thousand for the year ended December 31, 2024. This change was due to an increase in taxable profits in our subsidiaries, which led to a higher annual effective tax rate that was partially offset by increased expenditures and tax benefits.
For 2023 and 2024, our spot products represented 5.8% and 5.7% of our sales, respectively.
For 2024 and 2025, our spot products represented 5.7% and 5.7% of our sales, respectively.
Revenue from Sales of Merchandise Revenue from sales of merchandise represents the sale of products to customers net of returns made by customers. Additionally, revenue from sales of merchandise includes net revenues earned from service fees and commissions collected from clients that make payments to third parties at our stores such as cell-phone providers and utilities.
Additionally, revenue from sales of merchandise includes net revenues earned from service fees and commissions collected from clients that make payments to third parties at our stores such as cell-phone providers and utilities.
The increase in sales expenses remained proportional to the increase in revenue from sales of merchandise and largely derived from the opening of new stores, an increase in headcount required to operate new stores, and to the effects of wage inflation.
The increase in sales expenses was less pronounced than the increase in revenue from sales of merchandise and largely derived from the opening of new stores, an increase in headcount required to operate new stores, and to the effects of wage inflation.
For the year ending December 31, 2025, we have budgeted capital expenditures of approximately Ps.3,650,000 thousand, including approximately Ps.2,550,000 thousand for opening new stores and approximately Ps.360,000 thousand for opening four new distribution centers, which will be funded through our operating activities. Our capital expenditures represented 4.2%, 4.1% and 3.4% of our total revenue in 2024, 2023 and 2022, respectively.
For the year ending December 31, 2026, we have budgeted capital expenditures of approximately Ps.5,250,000 thousand, including approximately Ps.3,555,000 thousand for opening new stores and approximately Ps.490,000 thousand for opening four new distribution centers, which will be funded through our operating activities. 49 Table of Contents Our capital expenditures represented 4.5%%, 4.2% and 4.1% of our total revenue in 2025, 2024 and 2023, respectively.
Profit (Loss) Before Income Tax For the reasons described above, profit before income tax was Ps.717,546 thousand for the year ended December 31, 2024 as compared to a loss before income tax of Ps.100,905 thousand for the year ended December 31, 2023.
(Loss) Profit Before Income Tax For the reasons described above, loss before income tax was Ps. 2,395,820 thousand for the year ended December 31, 2025 as compared to a profit before income tax of Ps.717,546 thousand for the year ended December 31, 2024.
Operating Results" in our annual report on Form 20-F for the fiscal year ended December 31, 2023, which was filed with the SEC on April 30, 2024. 49 Table of Contents B.
Operating Results" in our annual report on Form 20-F for the fiscal year ended December 31, 2024, which was filed with the SEC on April 29, 2025. B.
Sales Expenses Sales expenses increased 26.9% to Ps.6,121,566 thousand for the year ended December 31, 2024 from Ps.4,822,912 thousand for the year ended December 31, 2023. Our sales expenses as a percentage of total revenue decreased to 10.7% from 10.9% for the years ended December 31, 2024 and 2023, respectively.
Sales Expenses Sales expenses increased 32.7% to Ps.8,122,907 thousand for the year ended December 31, 2025 from Ps.6,121,566 thousand for the year ended December 31, 2024. Our sales expenses as a percentage of total revenue decreased to 10.4% from 10.7% for the years ended December 31, 2025 and 2024, respectively.
Administrative Expenses Administrative expenses increased 43.3% to Ps.1,987,075 thousand for the year ended December 31, 2024 from Ps.1,386,929 thousand for the year ended December 31, 2023. Our administrative expenses, as a percentage of total revenue, were 3.5% and 3.1% for the years ended December 31, 2024 and 2023, respectively.
Administrative Expenses Administrative expenses increased 156.4% to Ps.5,094,478 thousand for the year ended December 31, 2025 from Ps.1,987,075 thousand for the year ended December 31, 2024. Our administrative expenses, as a percentage of total revenue, were 6.5% and 3.5% for the years ended December 31, 2025 and 2024, respectively.
Our negative working capital for 2024 and 2023 was Ps.2,633,277 thousand and Ps.4,558,781 thousand, respectively. As of December 31, 2024 and 2023, our total current assets amounted to Ps.8,554,139 thousand and Ps.4,393,160 thousand, respectively. We have also used certain amounts of short-term and long-term debt with related parties and third parties to supplement our cash flows.
Our negative working capital for 2025 and 2024 was Ps.5,876,142 thousand and Ps.2,633,277 thousand, respectively. As of December 31, 2025 and 2024, our total current assets amounted to Ps.9,726,148 thousand and Ps.8,554,139 thousand, respectively. We have also used certain amounts of short-term and long-term debt with third parties to supplement our cash flows.
The overall economic environment and related changes in consumer behavior have a significant impact on our business. Given we focus on consumer staples, shifts in economic conditions may increase or decrease customer spending at our stores.
TREN D INFORMATION Principal Factors Affecting our Results of Operations and Material Trends Overall economic trends . The overall economic environment and related changes in consumer behavior have a significant impact on our business. Given we focus on consumer staples, shifts in economic conditions may increase or decrease customer spending at our stores.
Cost of Sales Cost of sales increased 29.8% to Ps.48,062,913 thousand for the year ended December 31, 2024 from Ps.37,038,542 thousand for the year ended December 31, 2023. The increase was attributable mainly to an increase in sales in existing stores and new stores and was proportional to the increase in revenue from sales of merchandise.
Cost of Sales Cost of sales increased 36.3% to Ps.65,509,469 thousand for the year ended December 31, 2025 from Ps.48,062,913 thousand for the year ended December 31, 2024. The increase was attributable mainly to an increase in sales in existing stores and new stores and was proportional to the increase in revenue from sales of merchandise.
(“Santander”) pursuant to which a participating supplier receives the original invoice amount discounted at an agreed rate, and we pay Santander the original amount of the invoice within 60 days after the supplier collects the invoice from Santander.
(“Santander”) pursuant to which a participating supplier receives the original invoice amount discounted at an agreed rate, and we pay Santander the original amount of the invoice within 60 days after the supplier collects the invoice from Santander. The aggregate limit of amounts invoiced under this arrangement is Ps.800,000.
Net Profit (Loss) for the Period For the reasons described above, net profit was Ps.334,422 thousand for the year ended December 31, 2024 as compared to a net loss of Ps.306,153 thousand for the year ended December 31, 2023.
Net (Loss) Profit for the Period 46 Table of Contents For the reasons described above, net loss was Ps.2,839,571 thousand for the year ended December 31, 2025 as compared to a net profit of Ps.334,422 thousand for the year ended December 31, 2024.
Cash Flows The following table sets forth certain consolidated cash flow information for the periods indicated: For the Years Ended December 31, 2024 2023 2022 (thousands of Ps.) Net cash flows provided by operating activities Ps. 3,748,537 Ps. 3,140,349 Ps. 2,116,335 Net cash flows used in investing activities (4,907,296 ) (1,778,789 ) (1,111,350 ) Net cash flows obtained from (used in) financing activities 1,288,113 (1,095,692 ) (1,027,115 ) Increase (decrease) in cash and cash equivalents 129,354 265,868 (22,130 ) Net foreign exchange difference 97,341 (30,373 ) 7,066 Net increase (decrease) in cash and cash equivalents Ps. 226,695 Ps. 235,495 Ps.
Cash Flows The following table sets forth certain consolidated cash flow information for the periods indicated: For the Years Ended December 31, 2025 2024 2023 (thousands of Ps.) Net cash flows provided by operating activities Ps. 4,681,613 Ps. 3,748,537 Ps. 3,140,349 Net cash flows used in investing activities (3,408,882 ) (4,907,296 ) (1,778,789 ) Net cash flows (used in) obtained from financing activities (1,254,475 ) 1,288,113 (1,095,692 ) Increase in cash and cash equivalents 18,256 129,354 265,868 Net foreign exchange difference (38,174 ) 97,341 (30,373 ) Net increase (decrease) in cash and cash equivalents Ps.
Same Store Sales for the year ended December 31, 2024 increased 13.4%. Sales of Recyclables Sales of recyclables increased 16.6% to Ps.105,692 thousand for the year ended December 31, 2024 from Ps.90,656 thousand for the year ended December 31, 2023. The increase was mainly driven by an increase in sales, offset by a decrease in the cardboard price per ton.
Sales of Recyclables Sales of recyclables increased 3.0% to Ps.108,836 thousand for the year ended December 31, 2025 from Ps.105,692 thousand for the year ended December 31, 2024. The increase was mainly driven by an increase in sales, offset by a decrease in the cardboard price per ton.
Gross Profit Gross profit increased 33.2% to Ps.9,376,106 thousand for the year ended December 31, 2024 from Ps.7,039,917 thousand for the year ended December 31, 2023, and our gross profit margin, calculated as gross profit 47 Table of Contents as a percentage of total revenue, was 16.3% and 16.0% for the years ended December 31, 2024 and 2023, respectively.
Gross Profit Gross profit increased 34.8% to Ps.12,643,474 thousand for the year ended December 31, 2025 from Ps.9,376,106 thousand for the year ended December 31, 2024, and our gross profit margin, calculated as gross profit as a percentage of total revenue, was 16.2% and 16.3% for the years ended December 31, 2025 and 2024, respectively.
The increase in administrative expenses was principally due to (i) the hiring of additional headquarters personnel to support growth, (ii) public company readiness, reporting and compliance expenses, (iii) expansion of regional operations as we opened new regions, and (iv) non-recurring fees and expenses, mainly related to our IPO.
The increase in administrative expenses was principally due to (i) the hiring of additional headquarters personnel to support growth, and (ii) expansion of regional operations as we opened new regions.
From 2021 to 2024, our total revenue grew at a CAGR of 35.5%, reaching Ps.57.4 billion (US$2.8 billion) for 2024, and our number of stores increased from 1,249 as of January 1, 2021 to 2,772 as of year-end 2024, which represents a CAGR of 22.1%.
From 2022 to 2025, our total revenue grew at a CAGR of 35.6%, reaching Ps.78.2 billion (US$4.4 billion) for 2025, and our number of stores increased from 1,500 as of December 31, 2021 to 3,346 as of year-end 2025, which represents a CAGR of 22.2%.
We cannot assure you that we will generate sufficient cash flow from operations, or that we will have access to external financing sources, to adequately fund such or any future capital expenditures. Indebtedness Our indebtedness for borrowed money consisted of promissory notes and convertible notes which we have incurred to finance our expansion.
We cannot assure you that we will generate sufficient cash flow from operations, or that we will have access to external financing sources, to adequately fund such or any future capital expenditures.
Additionally, we have historically incurred limited amounts of third-party 52 Table of Contents financing for our operations, which has been limited to supplier financing lines and financial leases of transportation and certain store equipment.
Additionally, we have historically incurred limited amounts of third-party financing for our operations, including supplier financing lines, financial leases of transportation, certain store equipment and a credit facility, which has not been drawn down as of the date hereof.
Net cash used in investing activities was Ps.4,907,296 thousand, Ps.1,778,789 thousand and Ps.1,111,350 thousand for the years ended December 31, 2024, 2023 and 2022, respectively. 51 Table of Contents Net cash used in investing activities increased by Ps.3,128,507 thousand for the year ended December 31, 2024 as compared to the year ended December 31, 2023, mainly as we increased our store count by 484 net new stores between January 1, 2024 and December 31, 2024 and added two new distribution centers, leading to increased purchases of property and equipment and of cold rooms.
Net cash used in investing activities increased by Ps.1,498,414 thousand for the year ended December 31, 2025 as compared to the year ended December 31, 2024, mainly as we increased our store count by 574 net new stores between January 1, 2025 and December 31, 2025 and added four new distribution centers, leading to increased purchases of property and equipment and of cold rooms.
Additionally, this increase also includes the investment of our IPO proceeds in short-term bank deposits. For information regarding the cash flows used in investing activities for the year ended December 31, 2023 compared to the year ended December 31, 2022, see “Item 5. Operating and Financial Review and Prospects–B.
For information regarding the cash flows used in investing activities for the year ended December 31, 2024 compared to the year ended December 31, 2023, see “Item 5. Operating and Financial Review and Prospects–B.
We believe that our existing cash and cash equivalents and the liquidity provided from other sources of funds will be sufficient to meet our anticipated cash needs for at least the next 12 months, considering our expected organic growth. Our future capital requirements and the adequacy of available funds will depend on many factors, including those described under “Item 3.
We intend to increase our capital expenditures to support the growth in our business and operations. We believe that our existing cash and cash equivalents and the liquidity provided from other sources of funds will be sufficient to meet our anticipated cash needs for at least the next 12 months, considering our expected organic growth.
Financial Costs-Net For the reasons described above, financial costs – net decreased 31.7% to Ps.610,963 thousand for the year ended December 31, 2024 from Ps.894,768 thousand for the year ended December 31, 2023.
Financial Costs-Net For the reasons described above, financial costs – net increased 181.6% to Ps.1,720,590 thousand for the year ended December 31, 2025 from Ps.894,768 thousand for the year ended December 31, 2024.
This decrease was primarily driven by the decreased interest expense related to the Promissory Notes and the Convertible Notes, which were repaid in February 2024, using a portion of the primary proceeds from our IPO, offset by an increase in the lease payments in connection with incremental lease agreements for our expanding store base of Ps.1,072,774 thousand and Ps.762,872 thousand, during the years ended December 31, 2024 and 2023, respectively.
This increase was primarily driven by an increase in the lease payments in connection with incremental lease agreements for our expanding store base of Ps.1,420,187 thousand and Ps.1,072,774 thousand, during the years ended December 31, 2025 and December 31, 2024, respectively.
Expenses recognized in respect of grants under our share-based compensation plan during the years ended December 31, 2024 and 2023 were Ps.523,143 thousand and Ps.384,566 thousand, respectively. Other Income (Expense)-Net Other income–net for the year ended December 31, 2024 was Ps.61,044 thousand, as compared to other expense-net of Ps.36,213 thousand for the year ended December 31, 2023.
Expenses recognized in respect of grants under our share-based compensation plan during the years ended December 31, 2025 and 2024 were Ps.2,930,222 thousand and Ps.523,143 thousand, respectively.
Exchange Rate Fluctuation Exchange rate fluctuation was a gain of Ps.490,428 thousand for the year ended December 31, 2024, as compared to a gain of Ps.606,270 thousand for the year ended December 31, 2023.
Exchange Rate Fluctuation Exchange rate fluctuation was a loss of Ps.384,951 thousand for the year ended December 31, 2025, as compared to a gain of Ps.490,428 thousand for the year ended December 31, 2024. The loss was driven by the appreciation of the Mexican peso against the U.S. dollar during the year ended December 31, 2025.
Our most important brands, slogans and logos are protected by trademarks in Mexico through registration with the Mexican Industrial Property Institute ( Instituto Mexicano de la Propiedad Industrial ). Protection of a trademark in Mexico continues for as long as the brand is registered and used.
RESEARCH A ND DEVELOPMENT, PATENTS AND LICENSES, ETC. Given the nature of the business, the Company’s research and development expenses are not meaningful. Our most important brands, slogans and logos are protected by trademarks in Mexico through registration with the Mexican Industrial Property Institute ( Instituto Mexicano de la Propiedad Industrial ).
As of December 31, 2024, we had approximately 1,515 owned brand files and registries in Mexico. In addition, within Mexico our licensors register their own brands granting us the right to use them within the territory. D. TREN D INFORMATION Principal Factors Affecting our Results of Operations and Material Trends Overall economic trends .
Protection of a trademark in Mexico continues for as long as the brand is registered and used. As of December 31, 2025, we had approximately 1,780 owned brand files and registries in Mexico. In addition, within Mexico our licensors register their own brands granting us the right to use them within the territory. 50 Table of Contents D.
The increase was primarily due to interest income earned from investing the net proceeds received from our IPO. 48 Table of Contents Financial Costs Financial costs decreased 17.7% to Ps.1,257,254 thousand for the year ended December 31, 2024 from Ps.1,527,107 thousand for the year ended December 31, 2023.
Financial Income Financial income increased 10.8% to Ps.172,674 thousand for the year ended December 31, 2025 from Ps.155,863 thousand for the year ended December 31, 2024. The increase was primarily due to interest income earned from investing the net proceeds received from our IPO.
Net Cash Used in Investing Activities Net cash used in investing activities generally consists of expenses and capital expenditures to expand our number of stores and distribution centers, investments in our supply chain, including purchase and sale of property and equipment, and maintenance of existing stores.
Liquidity and Capital Resources” in our annual report on Form 20-F for the fiscal year ended December 31, 2024, which was filed with the SEC on April 29, 2025. 48 Table of Contents Net Cash Used in Investing Activities Net cash used in investing activities generally consists of expenses and capital expenditures to expand our number of stores and distribution centers, investments in our supply chain, including purchase and sale of property and equipment, and maintenance of existing stores.
The aggregate limit of amounts invoiced under this arrangement was Ps.350,000 thousand; however, on December 4, 2023, the Company increased the aggregate limit to Ps.500,000 thousand. Pursuant to the terms of this arrangement, we have created a trust, which is meant to be an alternative source of payment in the case of a payment default.
Pursuant to the terms of this arrangement, we have created a trust that is meant to be an alternative source of payment in the case of a payment default.
Net cash obtained from financing activities varied by Ps.2,383,805 thousand for the year ended December 31, 2024 as compared to net cash used in financing activities for the year ended December 31, 2023, mainly driven by the proceeds received from our IPO, partially offset by the repayment of all amounts outstanding under the Promissory Notes and the Convertible Notes, and the increase of lease payments due to our 484 net new store openings between January 1, 2023 and December 31, 2024 and the opening of two new distribution centers.
Net cash used in financing activities varied negatively by Ps.2,542,588 thousand for the year ended December 31, 2025 as compared to net cash obtained from financing activities for the year ended December 31, 2024, mainly driven by non-recurring items associated with the 2024 IPO—including the payment of principal and accrued interest on promissory notes and capitalized IPO costs—which did not recur in the current year, and partially offset by higher lease payments resulting from our 574 net new store openings between January 1, 2025 and December 31, 2025 and the opening of four distribution centers.
(15,064 ) Net Cash Provided by Operating Activities Net cash provided by operating activities was Ps.3,748,537 thousand, Ps.3,140,349 thousand and Ps.2,116,335 thousand for the years ended December 31, 2024, 2023 and 2022, respectively. Net cash from operating activities for the year ended December 31, 2024, increased by Ps.608,188 thousand compared to the year ended December 31, 2023.
(19,918 ) Ps. 226,695 Ps. 235,495 Net Cash Provided by Operating Activities Net cash provided by operating activities was Ps.4,681,613 thousand, Ps.3,748,537 thousand and Ps.3,140,349 thousand for the years ended December 31, 2025, 2024 and 2023, respectively.
As a percentage of total revenue, other income (expense)–net remained flat at 0.1% in 2024 compared to 2023. Operating Profit Operating profit increased 67.3% to Ps.1,328,509 thousand for the year ended December 31, 2024 from Ps.793,863 thousand for the year ended December 31, 2023, representing 2.3% and 1.8% of total revenue for each year.
Operating (Loss) Profit Operating profit decreased 150.8% resulting in an operating loss of Ps.675,230 thousand for the year ended December 31, 2025 from an operating profit Ps.1,328,509 thousand for the year ended December 31, 2024, representing (0.9)% and 2.3% of total revenue for each year.
As of December 31, 2024 2023 2022 (thousands of Ps.) Senior Promissory Notes Debt – Related parties Ps. — Ps. 4,158,458 Ps. 4,098,238 Debt – Third parties — 20,454 20,158 Total Ps. — Ps. 4,178,912 Ps. 4,118,396 2017 Junior Promissory Notes — Debt – Related parties Ps. — Ps. 179,245 Ps. 175,114 Debt – Third parties — 34,142 33,355 Total Ps. — Ps. 213,387 Ps. 208,469 2020 Junior Promissory Notes Debt – Related parties Ps. — Ps. 2,749 Ps. 2,707 Debt – Third parties — 15,118 14,890 Total Ps. — Ps. 17,867 Ps. 17,597 Convertible Notes — Debt – Third parties Ps. — Ps. 380,002 Ps. 376,878 Total Ps. — Ps. 380,002 Ps. 376,878 Promissory Notes and Convertible Notes Prior to our IPO, as part of our financing strategy, we incurred indebtedness pursuant to senior and junior U.S. dollar-denominated pay-in-kind promissory notes and pay-in-kind convertible notes, all of which were repaid in full with the proceeds of our IPO.
As of December 31, 2025 2024 2023 (thousands of Ps.) Senior Promissory Notes Debt – Related parties Ps. — Ps. — Ps. 4,158,458 Debt – Third parties — — 20,454 Total Ps. — Ps. — Ps. 4,178,912 2017 Junior Promissory Notes Debt – Related parties Ps. — Ps. — Ps. 179,245 Debt – Third parties — — 34,142 Total Ps. — Ps. — Ps. 213,387 2020 Junior Promissory Notes Debt – Related parties Ps. — Ps. — Ps. 2,749 Debt – Third parties — — 15,118 Total Ps. — Ps. — Ps. 17,867 Convertible Notes Debt – Third parties Ps. — Ps. — Ps. 380,002 Total Ps. — Ps. — Ps. 380,002 C.
We expect to continue to use cash to make expenditures to open new stores, renovate existing stores and distribution centers, acquire store equipment and transportation equipment and invest in software.
We expect to continue to use cash to make expenditures to open new stores, renovate existing stores and distribution centers, acquire store equipment and transportation equipment and invest in software. Net cash used in investing activities was Ps.3,408,882 thousand, Ps.4,907,296 thousand and Ps.1,778,789 thousand for the years ended December 31, 2025, 2024 and 2023, respectively.
We repaid in full all amounts outstanding under the Promissory Notes and the Convertible Notes in February 2024 with the proceeds from our IPO.
Indebtedness Our indebtedness for borrowed money has in the past consisted of the Promissory Notes and Convertible Notes, which were repaid in full in February 2024 with the proceeds of our IPO.
The occurrence of one or more natural disasters, such as Hurricane Otis that struck Acapulco, Guerrero on Mexico’s pacific coast on October 25, 2023 where we have 54 stores, and other future hurricanes, fires, floods, tornadoes, earthquakes, unusual weather conditions.
The occurrence of one or more natural disasters, such as hurricanes, fires, floods, tornadoes, earthquakes, unusual weather conditions.
Financial Income Financial income increased 497.9% to Ps.155,863 thousand for the year ended December 31, 2024 from Ps.26,069 thousand for the year ended December 31, 2023.
Financial Costs Financial costs increased 20.0% to Ps.1,508,313 thousand for the year ended December 31, 2025 from Ps.1,257,254 thousand for the year ended December 31, 2024.
As of December 31, 2024 and 2023, our long-term debt with third parties consisted of Ps.106,693 thousand and Ps.577,318 thousand, respectively.
As of December 31, 2025 and 2024, our long-term debt with third parties consisted of Ps.141,907 thousand and Ps.106,693 thousand, respectively. In addition, prior to our IPO, our indebtedness for borrowed money included promissory notes (the "Promissory Notes") and convertible notes (the "Convertible Notes") which we incurred to finance our expansion.
Additionally, after our IPO, we keep U.S. dollars deriving from the IPO proceeds on our balance sheet, which also contributes to the exposure to exchange rate fluctuations. 46 Table of Contents Historical Results of Operations For the Year Ended December 31, 2024 compared to the Year Ended December 31, 2023 For the year ended December 31, 2024 2023 Variation (%) (thousands of Ps.) Revenue from sales of merchandise Ps. 57,333,327 Ps. 43,987,803 30.3 % Sales of recyclables 105,692 90,656 16.6 % Total revenue 57,439,019 44,078,459 30.3 % Cost of sales (48,062,913 ) (37,038,542 ) 29.8 % Gross profit 9,376,106 7,039,917 33.2 % Sales expenses (6,121,566 ) (4,822,912 ) 26.9 % Administrative expenses (1,987,075 ) (1,386,929 ) 43.3 % Other income (expense) – net 61,044 (36,213 ) (268.6 )% Operating profit 1,328,509 793,863 67.3 % Financial income 155,863 26,069 497.9 % Financial costs (1,257,254 ) (1,527,107 ) (17.7 )% Exchange rate fluctuation 490,428 606,270 (19.1 )% Financial costs – net (610,963 ) (894,768 ) (31.7 )% Profit (loss) before income tax 717,546 (100,905 ) (811.1 )% Income tax expense (383,124 ) (205,248 ) 86.7 % Consolidated net profit (loss) for the year Ps. 334,422 (306,153 ) (209.2 )% Revenue from Sales of Merchandise Revenue from sales of merchandise increased 30.3% to Ps.57,333,327 thousand for the year ended December 31, 2024 from Ps.43,987,803 thousand for the year ended December 31, 2023.
Historical Results of Operations For the Year Ended December 31, 2025 compared to the Year Ended December 31, 2024 For the year ended December 31, 2025 2024 Variation (%) (thousands of Ps.) Sales of merchandise Ps. 78,044,107 Ps. 57,333,327 36.1 % Sales of recyclables 108,836 105,692 3.0 % Total revenue 78,152,943 57,439,019 36.1 % Cost of sales (65,509,469 ) (48,062,913 ) 36.3 % Gross profit 12,643,474 9,376,106 34.8 % Sales expenses (8,122,907 ) (6,121,566 ) 32.7 % Administrative expenses (5,094,478 ) (1,987,075 ) 156.4 % Other (expense) income – net (101,319 ) 61,044 (266.0 )% Operating (loss) profit (675,230 ) 1,328,509 (150.8 )% Financial income 172,674 155,863 10.8 % Financial costs (1,508,313 ) (1,257,254 ) 20.0 % Exchange rate fluctuation (384,951 ) 490,428 (178.5 )% Financial costs – net (1,720,590 ) (610,963 ) 181.6 % (Loss) profit before income tax (2,395,820 ) 717,546 (433.9 )% Income tax expense (443,751 ) (383,124 ) 15.8 % Consolidated net (loss) profit for the year Ps.
In addition to financing from third parties, we issued several series of senior and junior U.S. dollar-denominated pay-in-kind Promissory Notes would have matured on December 31, 2026, most of which were held by related parties, including some of our shareholders, and which were repaid in full in 2024 with the proceeds of our IPO.
Most of the Promissory Notes and Convertible Notes were held by related parties, including some of our shareholders. The aggregate amount outstanding under our Promissory Notes and Convertible Notes was repaid in full in 2024 with the proceeds of our IPO. We have entered into a reverse factoring arrangement with Banco Santander Mexico, S.A.
This increase was primarily driven by improved pre-tax profitability and higher non-cash adjustment items resulting from store expansion. However, the non-cash add-backs were partially offset by a lower add-back for accrued interest paid on our Promissory Notes and Convertible Notes in 2024, as these were paid in full following our IPO in 2024.
Net cash from operating activities for the year ended December 31, 2025, increased by Ps.933,076 thousand compared to the year ended December 31, 2024. This increase was primarily driven by improved pre-tax profitability and higher non-cash adjustment items resulting from store expansion.
In addition, we obtained directors’ and officers’ liability insurance appropriate for a public company, which is more expensive than such insurance for a non-public company. Components of Our Results of Operations The following is a summary of the principal line items comprising consolidated statements of profit or loss.
Components of Our Results of Operations The following is a summary of the principal line items comprising consolidated statements of profit or loss. Revenue from Sales of Merchandise Revenue from sales of merchandise represents the sale of products to customers net of returns made by customers.
Since our IPO, the Mexican peso has depreciated against the U.S. dollar, contributing to a positive exchange rate fluctuation; however, the positive impact in 2024 was lower compared to the gain recorded in 2023. See Notes 13 and 14 to our financial statements as of December 31, 2024 for further information.
Given our net exposure to U.S.-dollar-denominated financial assets, primarily short-term bank deposits of our IPO proceeds, we recognize a loss upon translating the dollar value of those assets into Mexican pesos. See Notes 13 and 14 to our financial statements as of December 31, 2025 for further information.
Removed
Initial Public Offering and Public Company Cost We completed our IPO on February 13, 2024, and our Class A common shares are publicly traded on the New York Stock Exchange.
Added
After our IPO, we keep U.S. dollars deriving from the IPO proceeds on our balance sheet, which contributes to our exposure to exchange rate fluctuations.
Removed
In our IPO, the Company issued 28,050,491 Class A common shares at an initial public offering price of US$17.50 per share, and received net proceeds of US$459.0 million therefrom, after deducting underwriting discounts and commissions, and certain of its shareholders sold an additional 5,610,098 Class A common shares at the initial public offering price.
Added
(2,839,571 ) Ps. 334,422 (949.1 )% 44 Table of Contents Revenue from Sales of Merchandise Revenue from sales of merchandise increased 36.1% to Ps.78,044,107 thousand for the year ended December 31, 2025 from Ps.57,333,327 thousand for the year ended December 31, 2024.
Removed
In addition, certain shareholders subsequently sold an additional 5,049,088 Class A common shares at the public offering price pursuant to the exercise of the underwriters’ over-allotment option. The Company did not receive any proceeds from the sale of Class A common shares by its shareholders.
Added
Most of our 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 574 net new stores opened in 2025.
Removed
We used the net proceeds of our IPO for the repayment of all amounts outstanding under the Promissory Notes and the Convertible Notes, and we intend to use the remainder of the net proceeds from our IPO for general corporate purposes. 44 Table of Contents Since our IPO, we have been required to comply with new laws, regulations and requirements that we did not need to comply with as a private company, including provisions of the Sarbanes-Oxley Act, other applicable SEC regulations and the requirements of the New York Stock Exchange.
Added
During 2025 we experienced a 23.0% increase in the number of transactions, which increased to 825 million from 671 million in 2024 and also an increase in average ticket, from Ps.85.4 to Ps.94.9, a gain of 11.0%, mostly driven by an increase in items per ticket. Same Store Sales for the year ended December 31, 2025 increased 18.3%.
Removed
We incurred significant administrative and other expenses in connection with our IPO and, in addition, compliance with the requirements of being a public company has required us to increase our administrative expenses in order to pay our employees, legal counsel and accounting advisors to assist us in, among other things, instituting and monitoring a more comprehensive compliance and board governance function, establishing and maintaining internal control over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act and commencing the preparation and distribution of periodic public reports to our investors and in compliance with our obligations under the federal securities laws.

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Selected Financial Data — reserved (removed by SEC in 2021)

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Hatoum began his first of a series of entrepreneurial ventures in 1998, and he also co-founded Advantage Card, a leading credit card, consumer finance and loyalty program in Turkey and then went on to co-found E-bebek, a leading retailer of baby products in Turkey and among the first online retailer in Turkey. Mr.
Hatoum began his first of a series of entrepreneurial ventures in 1998, and he also co-founded Advantage Card, a leading credit card, consumer finance and loyalty program in Turkey and then went on to co-found E-bebek, a leading retailer of baby products in Turkey and among the first online retailers in Turkey. Mr.
Since the Class C common shares were subject to restrictions on sale for a period of 180 days after the date of the prospectus relating to our IPO, and are subject to additional restrictions for a further 24 months following such 180-day period, our board determined that any vested Stock Options issued under the 2004 Option Plan cannot be exercised until the earliest to occur of (1) the conversion of Class C common shares pursuant to the initial exercise of registration rights under our memorandum and articles of association, (2) July 8, 2026, (3) upon and in connection with any business combination or offer to acquire the Company that would represent a change in control of the Company, which will result in the automatic acceleration of all vested options, and (4) the conversion of Class C common shares into Class A common shares upon the affirmative vote of holders representing at least 75% of the votes of the Class B common shares and Class C common shares voting as a single class (provided that such conversion does not take place within 18 months of the date of the prospectus relating to our IPO).
Since the Class C common shares were subject to restrictions on sale for a period of 180 days after the date of the prospectus relating to our IPO, and are subject to additional restrictions for a further 24 months following such 180-day period, our board determined that any vested Stock Options issued under the Legacy Plan cannot be exercised until the earliest to occur of (1) the conversion of Class C common shares pursuant to the initial exercise of registration rights under our memorandum and articles of association, (2) July 8, 2026, (3) upon and in connection with any business combination or offer to acquire the Company that would represent a change in control of the Company, which will result in the automatic acceleration of all vested options, and (4) the conversion of Class C common shares into Class A common shares upon the affirmative vote of holders representing at least 75% of the votes of the Class B common shares and Class C common shares voting as a single class (provided that such conversion does not take place within 18 months of the date of the prospectus relating to our IPO).
BOA RD PRACTICES Term of Office Dates of expiration of terms of office of the directors of the Company and the years of each director and the company can be found in “ Item 6. Directors, Senior Management and Employees–—A. Directors and Senior Management. ” Committees The board of directors of the Company has formed an Audit Committee.
C. BOA RD PRACTICES Term of Office Dates of expiration of terms of office of the directors of the Company and the years of each director and the company can be found in “ Item 6. Directors, Senior Management and Employees–—A. Directors and Senior Management. ” Committees The board of directors of the Company has formed an Audit Committee.
Our board of directors of directors may amend, alter, suspend, discontinue, or terminate the Equity Incentive Plan or any portion thereof at any time, but no such amendment, alteration, suspension, discontinuance or termination may be made without shareholder approval if (i) such approval is required under applicable law; (ii) it would materially increase the number of securities which may be issued under the Equity Incentive Plan (except for adjustments in connection with certain corporate events); or (iii) it would materially modify the requirements for participation in the Equity Incentive Plan.
Our board of directors of directors may amend, alter, suspend, discontinue, or terminate the Post-IPO Equity Incentive Plan or any portion thereof at any time, but no such amendment, alteration, suspension, discontinuance or termination may be made without shareholder approval if (i) such approval is required under applicable law; (ii) it would materially increase the number of securities which may be issued under the Post-IPO Equity Incentive Plan (except for adjustments in connection with certain corporate events); or (iii) it would materially modify the requirements for participation in the Post-IPO Equity Incentive Plan.
The Audit Committee is responsible for, among other things: • the appointment, compensation, retention and oversight of any auditor or accounting firm engaged for the purpose of preparing or issuing an audit report or performing other audit, review or attest services; • pre-approving the audit services and non-audit services to be provided by our independent auditor before the auditor is engaged to render such services; 65 Table of Contents • reviewing and discussing with the independent auditor its responsibilities under generally accepted auditing standards, the planned scope and timing of the independent auditor’s annual audit plan(s) and significant findings from the audit; • obtaining and reviewing a report from the independent auditor describing all relationships between the independent auditor and the Company consistent with the applicable Public Company Accounting Oversight Board ("PCAOB") requirements regarding the independent auditor’s communications with the Audit Committee concerning independence; • confirming and evaluating the rotation of the audit partners on the audit engagement team as required by law; • reviewing with management, in separate meetings whenever the Audit Committee deems appropriate, any analyses or other written communications prepared by management and/or the independent auditor setting forth significant financial reporting issues and judgments made in connection with the preparation of the financial statements, including analyses of the effects of alternative IFRS methods on the financial statements, and other critical accounting policies and practices of the Company; • reviewing, in conjunction with the Chief Executive Officer and Chief Financial Officer and Investor Relations Officer of the Company, the Company’s disclosure controls and procedures and internal control over financial reporting; • establishing procedures for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters, and the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters; and • approving or ratifying any related party transaction (as defined in our related party transaction policy) in accordance with our related party transaction policy.
The Audit Committee is responsible for, among other things: • the appointment, compensation, retention and oversight of any auditor or accounting firm engaged for the purpose of preparing or issuing an audit report or performing other audit, review or attest services; • pre-approving the audit services and non-audit services to be provided by our independent auditor before the auditor is engaged to render such services; • reviewing and discussing with the independent auditor its responsibilities under generally accepted auditing standards, the planned scope and timing of the independent auditor’s annual audit plan(s) and significant findings from the audit; • obtaining and reviewing a report from the independent auditor describing all relationships between the independent auditor and the Company consistent with the applicable Public Company Accounting Oversight Board ("PCAOB") requirements regarding the independent auditor’s communications with the Audit Committee concerning independence; • confirming and evaluating the rotation of the audit partners on the audit engagement team as required by law; • reviewing with management, in separate meetings whenever the Audit Committee deems appropriate, any analyses or other written communications prepared by management and/or the independent auditor setting forth significant financial reporting issues and judgments made in connection with the preparation of the financial statements, including analyses of the effects of alternative IFRS methods on the financial statements, and other critical accounting policies and practices of the Company; • reviewing, in conjunction with the Chief Executive Officer and Chief Financial Officer of the Company, the Company’s disclosure controls and procedures and internal control over financial reporting; • establishing procedures for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters, and the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters; and • approving or ratifying any related party transaction (as defined in our related party transaction policy) in accordance with our related party transaction policy.
Awards under the Equity Incentive Plan may be granted to any (i) individual employed by the Company or its subsidiaries (other than those U.S. employees covered by a collective bargaining agreement unless and to the extent that such eligibility is set forth in such collective bargaining agreement or similar agreement); (ii) director of the Company or its subsidiaries; or (iii) consultant or advisor to the Company or its subsidiaries who may be offered securities registrable pursuant to a registration statement on Form S-8 under the Securities Act.
Awards under the Post-IPO Equity Incentive Plan may be granted to any (i) individual employed by the Company or its subsidiaries (other than those U.S. employees covered by a collective bargaining agreement unless and to the extent that such eligibility is set forth in such collective bargaining agreement or similar agreement); (ii) director of the Company or its subsidiaries; or (iii) consultant or advisor to the Company or its subsidiaries who may be offered securities registrable pursuant to a registration statement on Form S-8 under the Securities Act.
Previously, he worked in the private equity and venture capital groups of several leading finance firms, including Discovery Capital Americas LLC, where he participated in the launch of the Mexican discount airline Volaris; La Caisse de Dépôts et Placements du Québec, where he specialized in private equity deals originating in Mexico, Colombia, Venezuela, Central America and the Caribbean; and Nexus Ventures International Inc., a hybrid venture capital boutique that developed industrial and environmental joint ventures between strategic and local co-investors across Latin America.
Previously, he worked in the 53 Table of Contents private equity and venture capital groups of several leading finance firms, including Discovery Capital Americas LLC, where he participated in the launch of the Mexican discount airline Volaris; La Caisse de Dépôts et Placements du Québec, where he specialized in private equity deals originating in Mexico, Colombia, Venezuela, Central America and the Caribbean; and Nexus Ventures International Inc., a hybrid venture capital boutique that developed industrial and environmental joint ventures between strategic and local co-investors across Latin America.
The Equity Incentive Plan will be administered by the 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. Under the Equity Incentive Plan, 8,400,000 Class A common shares were initially reserved for issuance.
The Post-IPO Equity Incentive Plan will be administered by the 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. Under the Post-IPO Equity Incentive Plan, 8,400,000 Class A common shares were initially reserved for issuance.
Bakker Lee has over 20 years of senior leadership and general management experience, overseeing go-to-market strategy, product evolution and pricing, 58 Table of Contents channel partnerships and M&A. Prior to becoming an investor, Dr. Bakker Lee served as Executive Vice President for SomaLogic, a proteomics technology and service provider with headquarters in Colorado that completed an IPO in 2021.
Bakker Lee has over 20 years of senior leadership and general management experience, overseeing go-to-market strategy, product evolution and pricing, channel partnerships and M&A. Prior to becoming an investor, Dr. Bakker Lee served as Executive Vice President for SomaLogic, a proteomics technology and service provider with headquarters in Colorado that completed an IPO in 2021.
Khouri serves as a director of Endeavor, global organization that supports high-impact entrepreneurs in emerging markets, The Lebanese Center for Palliative Care/BALSAM and Ruwwad Al Tanmeya in Lebanon, which is focused on the empowerment of marginalized societies through scholarships for education, and as a Trustee of Nusaned, a humanitarian community-based Lebanese NGO.
Khouri serves as a director of Endeavor, global organization that supports high-impact entrepreneurs in emerging markets, The Lebanese Center for Palliative Care/BALSAM and Ruwwad Al Tanmeya in Lebanon, which is focused on the empowerment of marginalized 54 Table of Contents societies through scholarships for education, and as a Trustee of Nusaned, a humanitarian community-based Lebanese NGO.
Awards available for grant under the Equity Incentive Plan include non-qualified stock options and incentive stock options, restricted common shares, restricted stock units, other equity-based awards tied to the value of our Class A common shares, and cash-based awards.
Awards available for grant under the Post-IPO Equity Incentive Plan include non-qualified stock options and incentive stock options, restricted common shares, restricted stock units, other equity-based awards tied to the value of our Class A common shares, and cash-based awards.
They are identical in terms to the Common Options granted under the 2004 Option Plan, except that they vest immediately upon the occurrence of a liquidity event, such as an initial public offering by the Company (the “Exit Options” and, together with the Common Options, the “Stock Options”). Accordingly, all of the Exit Options vested upon our IPO.
They are identical in terms to the Common Options granted under the Legacy Plan, except that they vest immediately upon the occurrence of a liquidity event, such as an initial public offering by the Company (the “Exit Options” and, together with the Common Options, the “Stock Options”). Accordingly, all of the Exit Options vested upon our IPO.
All awards granted under the Equity Incentive Plan will vest and/or become exercisable in such manner and on such date or dates or upon such event or events as determined by the Compensation Committee.
All awards granted under the Post-IPO Equity Incentive Plan will vest and/or become exercisable in such manner and on such date or dates or upon such event or events as determined by the Compensation Committee.
Presidente Masaryk 8, Polanco V Sección, Miguel Hidalgo, Mexico City, Mexico 11560. The following sets forth biographical information for each of our key executives: K. Anthony Hatoum . See “—Board of Directors.” Eduardo Pizzuto. Eduardo Pizzuto is the Chief Financial Officer and Investor Relations Officer of the Company. Mr.
Presidente Masaryk 8, Polanco V Sección, Miguel Hidalgo, Mexico City, Mexico 11560. The following sets forth biographical information for each of our key executives: K. Anthony Hatoum . See “—Board of Directors.” Eduardo Pizzuto. Eduardo Pizzuto is the Chief Financial Officer of the Company. Mr.
Audit Committee The Audit Committee is comprised of Ms. Reich, who serves as chair, and Messrs. Fuster and Cappello. The Audit Committee is governed by a charter that complies with the New York Stock Exchange rules and is available on our investor relations website at https://www.investorstiendas3b.com/.
Audit Committee The Audit Committee is comprised of Ms. Reich, who serves as chair, and Messrs. Fuster and Cappello. 61 Table of Contents The Audit Committee is governed by a charter that complies with the New York Stock Exchange rules and is available on our investor relations website at https://www.investorstiendas3b.com/.
We intend to disclose future amendments to, or waivers of, our code of ethics on the same page of our investor relations website. 66 Table of Contents Service Contracts None of the members of our Board of Directors have entered into service contracts with us or any of our subsidiaries providing for benefits upon termination of employment. D.
We intend to disclose future amendments to, or waivers of, our code of ethics on the same page of our investor relations website. Service Contracts None of the members of our Board of Directors have entered into service contracts with us or any of our subsidiaries providing for benefits upon termination of employment. D.
Pizzuto has been with the Company since 2007, actively involved in various capacities which include expansion, procurement and operational aspects, while overseeing financial aspects of the business. Before joining the Company, he was chief executive officer at a valve manufacturing company. Mr.
Pizzuto has been with the Company since 2007, actively involved in various capacities which include expansion, procurement and 55 Table of Contents operational aspects, while overseeing financial aspects of the business. Before joining the Company, he was chief executive officer at a valve manufacturing company. Mr.
Integral to our corporate culture is the value we place on open communication. We believe in empowering our employees and that they should have voice in company matters. For example, all employees have access to a platform with direct access to our Chief Executive Officer, all improvement proposals are heard and responded to through this platform.
Integral to our corporate culture is the value we place on open communication. We believe in empowering our employees and that they should have voice in company matters. For example, all employees have access to a platform with direct access to our Chief Executive Officer, all improvement proposals are heard and responded to 63 Table of Contents through this platform.
Bakker Lee) at the annual general meeting of the shareholders held on April 29, 2025; their terms will expire at the annual general meeting of the shareholders expected to be held no later than April 2028; • the initial Class II directors are Messrs.
Bakker Lee) at the annual general meeting of the shareholders held on April 29, 2025; their terms will expire at the annual general meeting of the shareholders expected to be held no later than April 2028; 52 Table of Contents • the initial Class II directors are Messrs.
Each award granted under the Equity Incentive Plan will reduce the plan share reserve by the number of common shares underlying the award.
Each award granted under the Post-IPO Equity Incentive Plan will reduce the plan share reserve by the number of common shares underlying the award.
All awards granted under the Equity Incentive Plan are subject to reduction, cancellation, forfeiture or recoupment to the extent necessary to comply with (i) any clawback, forfeiture or other similar policy adopted by our board of directors or the Compensation Committee and as in effect from time to time and (ii) applicable law.
All awards granted under the Post-IPO Equity Incentive Plan are subject to reduction, cancellation, forfeiture or recoupment to the extent necessary to comply with (i) any clawback, forfeiture or other similar policy 60 Table of Contents adopted by our board of directors or the Compensation Committee and as in effect from time to time and (ii) applicable law.
See “Item 10. Additional Information—B. Memorandum and Articles of Association” for further information. The following table sets forth the current members of our board of directors and their ages as of December 31, 2024. 57 Table of Contents Name Age Position K.
See “Item 10. Additional Information—B. Memorandum and Articles of Association” for further information. The following table sets forth the current members of our board of directors and their ages as of December 31, 2025. Name Age Position K.
Before joining Tiendas 3B in 2018, Mr. Bermúdez served as Import Categories Purchasing Manager for the Saudi Market at Dukan Retailing Discount Company While there, he was involved in the company’s purchasing strategy.
Before joining Tiendas 3B in 2018, Mr. Bermúdez served as Import Categories Purchasing Manager for 56 Table of Contents the Saudi Market at Dukan Retailing Discount Company While there, he was involved in the company’s purchasing strategy. Mr.
During 2024, we promoted 4,970 of our employees, reflecting our commitment to career development and growth within our organization. We recognize that our employees’ well-being is paramount to their professional success. To further our commitment, we have a toll-free telephone line handled by health professionals who provide psychological, nutritional, and medical advice to our employees.
During 2025, we promoted 5,631 of our employees, reflecting our commitment to career development and growth within our organization. We recognize that our employees’ well-being is paramount to their professional success. To further our commitment, we have a toll-free telephone line handled by health professionals who provide psychological, nutritional, and medical advice to our employees.
We have also issued certain exit options under the 2004 Option Plan to senior management and to current and former members of the board of directors.
We have also issued certain exit options under the Legacy Plan to senior management and to current and former members of the board of directors.
Compensation Committee The Compensation Committee is comprised Ms. Reich, Mr. Khouri and Mr. Fuster. The Compensation Committee is responsible for assessing and providing recommendations to the board of directors in relation to salaries and compensation packages of executive officers of the Company, and for administering the 2004 Option Plan and Equity Incentive Plan.
Compensation Committee The Compensation Committee is comprised Ms. Reich, Mr. Khouri and Mr. Fuster. The Compensation Committee is responsible for assessing and providing recommendations to the board of directors in relation to salaries and compensation packages of executive officers of the Company, and for administering the Legacy Plan and Post-IPO Equity Incentive Plan.
Cash bonuses are paid to executive officers and members of our management based on previously agreed targets for the business and have been approved by the board of directors each year. Options have been awarded under our 2004 Option Plan or Equity Incentive Plan, as discussed below.
Cash bonuses are paid to executive officers and members of our management based on previously agreed targets for the business and have been approved by the board of directors each year. Options have been awarded under our Legacy Plan and Post-IPO Equity Incentive Plan, as discussed below.
Proposals that we believe may add value to the business are analyzed in detail and implemented. E. SHAR E OWNERSHIP The shares and any outstanding options beneficially owned by our directors and officers and/or entities affiliated with these individuals are disclosed in “Item 7–A. Major Shareholders.” 67 Table of Contents F.
Proposals that we believe may add value to the business are analyzed in detail and implemented. E. SHAR E OWNERSHIP The shares and any outstanding options beneficially owned by our directors and officers and/or entities affiliated with these individuals are disclosed in “Item 7. Major Shareholders and Related Party Transactions—A. Major Shareholders.” F.
Thus, the Class C common shares issuable upon the exercise of Common Options as of the date of this annual report are 31,311,835. 62 Table of Contents The table below sets forth the number of Class C common shares issuable upon the exercise of Exit Options granted per year (net of forfeitures) and the weighted average strike prices of the Class C common shares subject to Exit Options (considering the 3-for-1 share split effected in connection with our IPO).
Thus, the Class C common shares issuable upon the exercise of Common Options as of the date of this annual report are 30,824,335. 58 Table of Contents The table below sets forth the number of Class C common shares issuable upon the exercise of Exit Options granted per year (net of forfeitures) and the weighted average strike prices of the Class C common shares subject to Exit Options (considering the 3-for-1 share split effected in connection with our IPO).
Share numbers presented in this section were calculated after giving effect to a 3-for-1 share split carried out in connection with our IPO. The maximum number of Class C common shares that may be issued under the 2004 Option Plan was 45,000,000 Class C common shares, subject to adjustment in accordance with the terms of the 2004 Option Plan.
Share numbers presented in this section were calculated after giving effect to a 3-for-1 share split carried out in connection with our IPO. The maximum number of Class C common shares that were issuable under the Legacy Plan was 45,000,000 Class C common shares, subject to adjustment in accordance with the terms of the Legacy Plan.
Number of Class C common shares subject to Exit Options 2024 2023 2022 Outstanding as of January 1, 7,444,974 7,064,982 7,064,982 Granted during the year — 379,992 — Forfeited during the year — — — Outstanding as of December 31, 7,444,974 7,444,974 7,064,982 Weighted average strike price (US$) US$ 3.43 US$ 3.43 US$ 3.45 During 2024 and until the date of this annual report, a total of 472,604 Class C common shares subject to Exit Options were exercised (considering the 3-for-1 share split effected in connection with our IPO), and 51,393 were cancelled due to a net settlement of the exercised options.
Number of Class C common shares subject to Exit Options 2025 2024 2023 Outstanding as of January 1st 7,444,974 7,444,974 7,064,982 Granted during the year — — 379,992 Exercised during the year (472,604 ) — — Cancelled during the year (51,393 ) — — Outstanding as of December 31st 6,920,977 7,444,974 7,444,974 Exercisable as of December 31st — — — Weighted average strike price US$ 3.47 US$ 3.43 US$ 3.43 During 2025 and until December 31, 2025, a total of 472,604 Class C common shares subject to Exit Options were exercised (considering the 3-for-1 share split effected in connection with our IPO), and 51,393 were cancelled due to a net settlement of the exercised options.
Number of Class C common shares subject to Common Options 2024 2023 2022 Outstanding as of January 1, 34,991,250 29,366,250 22,031,250 Granted during the year — 6,270,000 7,335,000 Forfeited during the year (1,492,500 ) (645,000 ) — Outstanding as of December 31, 33,498,750 34,991,250 29,366,250 Weighted average strike price (US$) US$ 5.98 US$ 6.02 US$ 4.69 During 2024 and until the date of this annual report, a total of 2,093,449 Class C common shares subject to Common Options were exercised (considering the 3-for-1 share split effected in connection with our IPO), and 93,466 were cancelled due to a net settlement of the exercised options.
Number of Class C common shares subject to Common Options 2025 2024 2023 Outstanding as of January 1st 33,498,750 34,991,250 29,366,250 Granted during the year — — 6,270,000 Exercised during the year (2,093,449 ) — — Cancelled during the year (93,466 ) — — Forfeited during the year (487,500 ) (1,492,500 ) (645,000 ) Outstanding as of December 31st 30,824,335 33,498,750 34,991,250 Exercisable as of December 31st — — — Weighted average strike price US$ 6.25 US$ 5.98 US$ 6.02 During 2025 and until December 31, 2025, a total of 2,093,449 Class C common shares subject to Common Options were exercised (considering the 3-for-1 share split effected in connection with our IPO), and 93,466 were cancelled due to a net settlement of the exercised options.
Apalategui joined Tiendas 3B in December 2004 as Director of Sales and Operations. He graduated as a commercial agent from the Navy Commander Tomas Espora secondary school in Buenos Aires. Luis Bermúdez. Luis Bermúdez is the Director of Purchasing of the Company. Mr.
Apalategui joined Tiendas 3B in December 2004 as Director of Sales and Operations. He graduated as a commercial agent from the Navy Commander Tomas Espora secondary school in Buenos Aires. Javier Suárez. Javier Suárez is the Director of Human Resources of the Company. Mr.
This initiative has led to the promotion of at least 42 employees to managerial positions between January 1, 2023 and December 31, 2024. We champion career growth with a hands-on evaluation program, designed to propel employees’ career trajectories within the company. A key initiative of our training and employee development is our performance review process.
This initiative has led to the promotion of at least 81 employees to managerial positions in the two years prior to December 31, 2025. We champion career growth with a hands-on evaluation program, designed to propel employees’ career trajectories within the company. A key initiative of our training and employee development is our performance review process.
Anthony Hatoum 61 Chairman Nicole Reich 59 Independent Director Dennis Stevens 57 Independent Director Angela Bakker Lee 54 Independent Director Alexander Fuster 59 Independent Director Juan Pablo Cappello 57 Independent Director Sami Khouri 73 Independent Director Alexis Meffre 49 Director Stephanie Martinez 48 Independent Director The business address of our directors is Av.
Anthony Hatoum 62 Chairman Nicole Reich 60 Independent Director Dennis Stevens 58 Independent Director Angela Bakker Lee 55 Independent Director Alexander Fuster 60 Independent Director Juan Pablo Cappello 58 Independent Director Sami Khouri 74 Independent Director Alexis Meffre 50 Director Stephanie Martinez 49 Independent Director The business address of our directors is Av.
Mr. 60 Table of Contents Bermúdez holds a Bachelor’s Degree in Business Administration, with a specialization in Market Research, from the Escuela Superior de Negocios y Marketing in Zaragoza, Spain. He also holds an MBA from ESIC Business & Marketing School in Barcelona, Spain. Javier Suárez. Javier Suárez is the Director of Human Resources of the Company. Mr.
Bermúdez holds a Bachelor’s Degree in Business Administration, with a specialization in Market Research, from the Escuela Superior de Negocios y Marketing in Zaragoza, Spain. He also holds an MBA from ESIC Business & Marketing School in Barcelona, Spain. David Domene.
The Stock Options issued under the 2004 Option Plan are governed by the terms of the 2004 Option Plan, and the Common Options (to the extent unvested) will continue to vest on the same terms and conditions that originally applied to such Common Options.
The Stock Options issued under the Legacy Plan are governed by the terms of the Legacy Plan, and the Common Options (to the extent unvested) will continue to vest on the same terms and conditions that originally applied to such Common Options. No additional Stock Options have been or will be granted under the Legacy Plan after our IPO.
Dávila holds a civil engineering degree from Instituto Tecnológico de Nuevo León, with a Master’s Degree in Business Planning from Instituto Tecnólogico de Piedras Negras and leadership diplomas from Instituto Tecnológico y de Estudios Superiores de Monterrey and IPADE Business School, all in Mexico. Family Relationships There are no family relationships between any of the directors and executive officers. B.
Dávila holds a civil engineering degree from Instituto Tecnológico de Nuevo León, with a Master’s Degree in Business Planning from Instituto Tecnólogico de Piedras Negras and leadership diplomas from Instituto Tecnológico y de Estudios Superiores de Monterrey and IPADE Business School, all in Mexico. Amparo Martínez Ruiz. Amparo Martínez is the General Counsel of the Company.
Bolton Partners Share Allocation Pursuant to the terms of the 2004 shareholders’ agreement as in effect prior to our IPO, Bolton Partners Ltd., a vehicle affiliated with Mr.
As of December 31, 2025, 1,875,000 Class C common shares are fully vested. Bolton Share Allocation Pursuant to the terms of the 2004 shareholders’ agreement as in effect prior to our IPO, Bolton Partners Ltd., a vehicle affiliated with Mr.
In order to cultivate leadership, we have developed a specialized program to accelerate the growth of key-talent within our organization. During this 78-hour program, we focus on skills relating to supervision, management decision-making, result focus, information and management and information analysis. This program is conducted twice a year with a local prestigious university, the Escuela Bancaria y Comercial .
In order to cultivate leadership, we have developed a specialized program to accelerate the growth of key-talent within our organization. During this 78-hour program, we focus on key leadership and managerial capabilities, including team supervision, management decision-making, information management and analytical skills.
Bakker Lee; they were re-elected (in the case of Ms. Martinez) or elected for the first time (in the cases of Mr. Stevens and Dr.
Our directors have been divided among the three classes as follows: • the Class I directors are Ms. Martinez, Mr. Stevens and Dr. Bakker Lee; they were re-elected (in the case of Ms. Martinez) or elected for the first time (in the cases of Mr. Stevens and Dr.
Meffre began his career as financial analyst in Sydney with BNP PARIBAS Equities Australia and then joined Goldman Sachs Global Investment Research focusing on EMEA markets in London.
Meffre began his career as financial analyst in Sydney with BNP PARIBAS Equities Australia and then joined Goldman Sachs Global Investment Research focusing on EMEA markets in London. He serves on the Bemberg Family Council, as well as the Boards of Bemberg Capital, Quilvest Capital Partners SA, Quilvest Capital Partners AM SA (the Quilvest Group AIFM). Mr.
Anthony Hatoum Chief Executive Officer 61 20 Eduardo Pizzuto Chief Financial Officer and Investor Relations Officer 54 17 Diego Apalategui Director of Sales and Operations 48 20 Luis Bermúdez Director of Purchasing 54 6 Javier Suárez Director of Human Resources 48 20 Pablo Grattarola Director of Information Technology 52 1 Alejandro Dávila Director of Real Estate 47 2 The business address of our key executives is Av.
Anthony Hatoum Chief Executive Officer 62 21 Eduardo Pizzuto Chief Financial Officer 55 18 Diego Apalategui Director of Sales and Operations 49 21 Amparo Martínez General Counsel 47 Javier Suárez Director of Human Resources 49 21 Pablo Grattarola Director of Information Technology 53 2 Alejandro Dávila Director of Real Estate 48 3 Luis Bermúdez Director of Purchasing 55 7 David Domene Director of Purchasing 46 1 José Miguel Fernández Director of Purchasing 45 The business address of our key executives is Av.
Code of Ethics On January 28, 2024 we adopted a revised Code of Business Conducts and Ethics, which will applies to all of our directors, officers and employees and is publicly available on our website.
The ESG Committee will be responsible for reviewing the development of the Company’s sustainability strategy, as well as monitoring its implementation and progress. 62 Table of Contents Code of Ethics On January 28, 2024 we adopted a revised Code of Business Conducts and Ethics, which applies to all of our directors, officers and employees and is publicly available on our website.
These stock options vest over four years, with 25.0% vesting at the end of each of the first, second, third and fourth anniversary of December 10, 2024 (the “Grant Date”).
These stock options vest over four years, with 25.0% vesting at the end of each of the first, second, third and fourth anniversary of the grant date. The exercise price will be the closing price of our Class A common shares on the grant date.
The board of directors approved 7,500,000 Class C common shares to be allocated by the Company’s CEO among Bolton Partners Ltd. and his direct reports. The allocation, the final terms and conditions and the delivery of such liquidity bonus remains undefined. Accordingly, the related shares have not been issued.
The board of directors approved 7,500,000 RSUs each equal to one Class C common share to be allocated by the Company’s CEO among Bolton Partners Ltd. and his direct reports.
As of December 31, 2024, of our 25,300 employees, 4,070 were employed in our warehouses and distribution centers, 20,848 were employed at our stores and 382 were employed in our corporate offices.
As of December 31, 2025, of our 29,202 employees, 5,638 were employed in our warehouses and distribution centers, 23,062 were employed at our stores and 502 were employed in our corporate offices.
Executive Officers Our officers are appointed by the board of directors. The following table sets forth our current executive officers, their titles, their ages and the years with our company as of December 31, 2024. Officer Position Age Years with our company K.
Martinez holds a business degree from Neoma Business School and a diploma from Instituto Tecnológico Autónomo de México (ITAM). Executive Officers Our officers are appointed by the board of directors. The following table sets forth our current executive officers, their titles, their ages and the years with our company as of December 31, 2025.
Prior to Montblanc, Ms. Martinez was the managing director for Mexico of Swarovski, an Austrian family business in its fifth generation. She has also held positions at luxury label Chanel. Ms. Martinez holds a business degree from Neoma Business School and a diploma from Instituto Tecnológico Autónomo de México (ITAM).
Before 2024 and for 10 years, she was the managing director of the same company for Latin America, where she oversaw the brand’s expansion into the region. Prior to Montblanc, Ms. Martinez was the managing director for Mexico of Swarovski, an Austrian family business in its fifth generation. She has also held positions at luxury label Chanel. Ms.
Major Shareholders” for the fully diluted share ownership of Bolton Partners Ltd. 2024 Equity Incentive Plan Our board of directors has adopted, and our shareholders have approved, an equity incentive plan (the “Equity Incentive Plan”) prior to the completion of our IPO, in order to provide a means through which to attract, retain and motivate key personnel.
Hatoum, was entitled to receive Class C common shares of the Company 59 Table of Contents following the consummation of our IPO (the “Bolton Partners Share Allocation”). 4,224,960 Class C shares were allocated to Bolton Partners and are subject to delayed delivery. 2024 Post-IPO Equity Incentive Plan Our board of directors has adopted, and our shareholders have approved, an equity incentive plan (the “Post-IPO Equity Incentive Plan”) prior to the completion of our IPO, in order to provide a means through which to attract, retain and motivate key personnel.
For the year ended December 31, 2024, the aggregate compensation expense for the members of the board of directors and our executive officers for services in all capacities was Ps.748,907 thousand, which includes both share-based payments and cash compensation. 61 Table of Contents 2004 Option Plan We have a Non-Qualified Stock Option Plan, dated as of July 15, 2004 (as amended) (the “2004 Option Plan”) pursuant to which we have granted options to purchase Class C common shares of the Company to certain employees, directors and other service providers of the Company and its subsidiaries.
Major Shareholders.” 57 Table of Contents Legacy Plan We have a Non-Qualified Stock Option Plan, dated as of July 15, 2004 (as amended) (the “Legacy Plan” or the "2004 Option Plan") pursuant to which we have granted options to purchase Class C common shares of the Company to certain employees, directors and other service providers of the Company and its subsidiaries.
Stephanie Martinez has been a director of the Company since 2023. Ms. Martinez, is currently the managing director for France of Montblanc, a German luxury pen and accessory label owned by Richemont. Before 2024 and for 10 years, she was the managing director of the same company for Latin America, where she oversaw the brand’s expansion into the region.
Meffre is a graduate from HEC Paris ( Hautes Etudes Commerciales ) and IEP Paris ( Institut d’Etudes Politiques de Paris ). Stephanie Martinez. Stephanie Martinez has been a director of the Company since 2023. Ms. Martinez, is currently the managing director for France of Montblanc, a German luxury pen and accessory label owned by Richemont.
Agreements with our Executive Officers As required under Mexican labor laws, certain of our executive officers have entered into employment agreements with us, certain of which provide for severance and notice of termination benefits. C.
The table below set forth the number of RSUs granted per year. 2025 2024 Outstanding as of January 1st 585,000 — Granted during the year 541,000 585,000 Forfeited during the year — — Vested RSUs during the year (93,333 ) — Outstanding as of December 31st 1,032,667 585,000 Agreements with our Executive Officers As required under Mexican labor laws, certain of our executive officers have entered into employment agreements with us, certain of which provide for severance and notice of termination benefits.
In 2018, we introduced “University 3B” (or “Universidad 3B”), an online training initiative. Our employees are automatically enrolled to the platform which offers over 100 courses, from theoretical insights to practical applications, covering key areas such as our business model, process protocols, safety guidelines, exclusive brand knowledge, and role-specific certifications.
Universidad 3B offers over 100 learning modules, from theoretical insights to practical applications, covering key areas such as our business model, process protocols, safety guidelines, exclusive brand knowledge and role-specific certifications. This platform enables scalable, standardized learning while reinforcing our culture of operational excellence.
Of the 38,232,812 Class C common shares issuable upon the exercise of Stock Options, 31,311,835 Class C common shares correspond to Common Options and 6,920,977 correspond to Exit Options.
As of December 31, 2025, a total of 37,745,312 Class C common shares are issuable upon the exercise of Stock Options granted under our Legacy Plan, of which 30,824,335 Class C common shares correspond to Common Options and 6,920,977 correspond to Exit Options.
As Messrs. le Ruyet and Gertsacov decided not to seek re-election as Class I directors of the Company, it is intended that the ESG Committee be reconstituted in the near future. The ESG Committee has been and will be responsible for reviewing the development of the Company’s sustainability strategy, as well as monitoring its implementation and progress.
ESG Committee Until the date of the Company's first annual general meeting on April 29, 2025, the ESG Committee had been comprised of former directors of the Company, who decided not to seek re-election as Class I directors of the Company, it is intended that the ESG Committee be reconstituted in the near future.
As of the date of this annual report, a total of 38,232,812 Class C common shares are issuable upon the exercise of Stock Options granted under our 2004 Option Plan, of which 24,802,187 Class C common shares correspond to Stock Options that are fully vested (including the Common Options for which vesting was accelerated).
As of December 31, 2025, a total of 4,090,000 Class A common shares are issuable upon the exercise of stock options granted under our Post-IPO Equity Incentive Plan, of which 347,500 Class A common shares correspond to Stock Options that are fully vested.
Our Compensation Committee charter is available on our investor relations website at https://www.investorstiendas3b.com/ . ESG Committee Until the date of the Company's first annual general meeting on April 29, 2025, the ESG Committee had been comprised of Mr. le Ruyet and Mr. Gertsacov.
Our Compensation Committee charter is available on our investor relations website at https://www.investorstiendas3b.com/.
The exercise price will be US$29.09 per share, the closing price of our Class A common shares on the Grant Date. • 305,000 restricted stock units, each equal to one Class A common share (“RSUs”), all of which have been granted to senior management and certain members of the Board as a compensation bonus.
The table below sets forth the number of Class A common shares issuable upon the exercise of stock options granted per year and the weighted average strike price. 2025 2024 Outstanding as of January 1st 1,310,000 — Granted during the year 2,860,000 1,310,000 Forfeited during the year (80,000 ) — Outstanding as of December 31st 4,090,000 1,310,000 Exercisable as of December 31st — — Weighted average strike price US$ 32.90 US$ 29.09 Our board of directors also approved the award of RSUs under the Post-IPO Equity Incentive Plan each equal to one Class A common share, all of which have been granted to senior management and certain members of the Board as a compensation bonus.
Removed
The Class I directors that were put in place upon consummation of our IPO will hold office until our upcoming annual general meeting, expected to be held on or about April 29, 2025, unless re-elected. Our directors have been divided among the three classes as follows: • the Class I directors are Ms. Martinez, Mr. Stevens and Dr.
Added
Officer Position Age Years with our company K.
Removed
He serves on the Bemberg Family Council, as well as the Boards of Bemberg Capital, Quilvest Capital Partners SA, Quilvest Capital Partners AM SA (the Quilvest Group AIFM). 59 Table of Contents Mr. Meffre is a graduate from HEC Paris ( Hautes Etudes Commerciales ) and IEP Paris ( Institut d’Etudes Politiques de Paris ). Stephanie Martinez.
Added
Prior to joining the Company in 2025, she served as General Counsel at Grupo Jumex, where she had enterprise-wide responsibility for legal, regulatory, compliance, corporate governance and institutional relations matters. She also served as Corporate Counsel Director for Kellogg Company Mexico. In addition, Ms.
Removed
No additional Stock Options have been or will be granted under the 2004 Option Plan after our IPO.
Added
Martínez Ruiz spent 21 years in private practice at international and domestic Tier 1 law firms in Mexico, including as Partner and Head of the Competition and Antitrust practice, advising on M&A transactions and complex regulatory matters. Ms. Martínez Ruiz has extensive experience advising Fortune 500 companies and leading industry participants, with a focus on consumer-driven industries. Ms.
Removed
Hatoum, was entitled to receive Class C common shares of the Company following consummation of our IPO (the “Bolton Partners Share Allocation”). 4,224,960 Class C shares were allocated to Bolton Partners as a result.
Added
Martínez Ruiz holds a law degree from Escuela Libre de Derecho, a Master’s in International Legal Practice from IEB/ISDE, and has completed postgraduate studies in negotiation, M&A and financial analysis at Stanford University and Harvard Business School. Luis Bermúdez. Luis Bermúdez serves as one of the Company's three Directors of Purchasing. Mr.
Removed
Delivery of the Class C common shares under the Bolton Partners Share Allocation is delayed until after the earlier of (1) a date to be determined by us that is after January 1, 2025 but on or prior to December 31, 2025 or (2) any business combination or offer to acquire the Company that would represent a change in control of the Company and also constitutes a change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the assets of the Company, in each case, within the meaning of Section 409A of the U.S.
Added
David Domene joined the Company in 2024 and currently serves as one of the Company's three Directors of Purchasing, a role he assumed in 2025. In this capacity, he leads the company’s procurement strategy, supplier management and commercial execution. Mr. Domene brings extensive international experience in discount retail and strategic sourcing.
Removed
Internal Revenue Code of 1986, as amended (the “Delayed Delivery”). 63 Table of Contents See “Item 7. Major Shareholders and Related Party Transactions–A.
Added
Before joining Tiendas 3B, he held senior purchasing roles at LIDL, including Purchasing Director for both Lidl Spain and Lidl US, overseeing key categories and supplier partnerships across markets. Earlier in his career he worked as Purchasing Manager at ALDI Spain. Mr.
Removed
As of the date of this annual report, our board of directors has approved the following awards under the 2024 Equity Incentive Plan: 64 Table of Contents • A pool of 1,320,000 stock options, each exercisable for one Class A common share, to our employees, of which 1,310,000 have been granted.
Added
Domene holds a Bachelor's Degree in Business Administration from the Universidad de Valencia (Spain) and the Hochschule Bremen (Germany) with a specialization in International Management. José Miguel Fernández . José Miguel Fernández joined the Company in 2025 and currently serves as one of the Company's three Directors of Purchasing.
Removed
These RSUs are subject to a cliff-vesting over a one-year period, with 100% of the total RSUs vesting in a single installment on January 1, 2026. • 280,000 RSUs, all of which have been granted to senior management as long-term incentives.
Added
In this role, he leads the company’s commercial strategy, procurement, supplier negotiations and category management across its store network. Mr.
Removed
These RSUs vest over three years. • A compensation pool of 20,000 RSUs to be used to compensate certain senior advisors during 2025, all of which are yet to be granted. Awards are expected to be in the range of 3,000 to 6,000 RSUs per person.
Added
Fernandez brings extensive senior-level experience in retail and fast-moving consumer goods, with a career spanning more than 16 years at Mercadona — Spain’s leading grocery retailer — where he held multiple executive roles, including Director of Purchasing and member of the Executive Committee for more than 6 years. Mr. Fernandez has also served as Senior Advisor at EY-Parthenon.
Removed
These RSUs, when granted, will be subject to a cliff-vesting over a one-year period, with 100% of the RSUs vesting in a single installment on the first anniversary of the respective grant date.
Added
He holds a B.S. in Technical Engineering from the Universidad de La Rioja, which he completed with a final project at the Université du Québec (Canada), and a B.S. in Engineering from the Universitat Politècnica de València, which he completed with a final project at Sheffield Hallam University (United Kingdom).
Added
He also holds an MBA from EDEM Escuela de Empresarios (Valencia). Family Relationships There are no family relationships between any of the directors and executive officers. B.

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Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

23 edited+7 added−10 removed13 unchanged
Liquidity and Capital Resources” for additional information about the terms of the Promissory Notes. 70 Table of Contents In addition to the amounts set forth below, as consideration for the Promissory Note holders’ agreement to extend the maturity of the Promissory Notes from May 31, 2024 to December 31, 2026, we agreed to pay, on the date the Promissory Notes were repaid with the proceeds of our IPO, an additional: (1) US$4,100,000 to the Senior Promissory Note holders, (2) US$230,000 to the 2017 Junior Promissory Note holders and (3) US$20,000 to the 2020 Junior Promissory Note holders.
Liquidity and Capital Resources” for additional information about the terms of the Promissory Notes. 66 Table of Contents In addition to the amounts set forth below, as consideration for the Promissory Note holders’ agreement to extend the maturity of the Promissory Notes from May 31, 2024 to December 31, 2026, we agreed to pay, on the date the Promissory Notes were repaid with the proceeds of our IPO, an additional: (1) US$4,100,000 to the Senior Promissory Note holders, (2) US$230,000 to the 2017 Junior Promissory Note holders and (3) US$20,000 to the 2020 Junior Promissory Note holders.
CII’s divisions of each of the investment management entities collectively provide investment management services under the name “Capital International Investors.” The business address for Capital International Investors is 333 South Hope Street, 55th Floor, Los Angeles, California, United States 90071. (10) Based solely on a Schedule 13G filed by Capital Research Global Investors on April 4, 2025.
CII’s divisions of each of the investment management entities collectively provide investment management services under the name “Capital International Investors.” The business address for Capital International Investors is 333 South Hope Street, 55th Floor, Los Angeles, California, United States 90071. (9) Based solely on a Schedule 13G filed by Capital Research Global Investors on April 4, 2025.
Hatoum and his immediate family members (directly or through irrevocable trusts for the benefit of family members) hold all of the beneficial ownership interests, owns 5,200,000 Class B common shares and 5,828,954 Class C common shares, in respect of which Mr. Hatoum may be deemed to have voting and dispositive power.
Hatoum and his immediate family members (directly or through irrevocable trusts for the benefit of family members) hold all of the beneficial ownership interests, owns 5,200,000 Class B common shares and 7,862,287 Class C common shares, in respect of which Mr. Hatoum may be deemed to have voting and dispositive power.
Common shares subject to options, warrants or rights that were exercisable at April 25, 2025 or that will be exercisable within 60 days of the date of this report, are considered to be outstanding and beneficially owned by the person who holds such options, warrants or rights for purposes of computing that person’s common share ownership, but are not treated as outstanding for the purpose of computing the percentage ownership of any other person.
Common shares subject to options, warrants or rights that were exercisable at March 31, 2026 or that will be exercisable within 60 days of the date of this report, are considered to be outstanding and beneficially owned by the person who holds such options, warrants or rights for purposes of computing that person’s common share ownership, but are not treated as outstanding for the purpose of computing the percentage ownership of any other person.
Memorandum and Articles of Association” for more information about the rights of our Class A common shares, Class B common shares and Class C common shares. 68 Table of Contents Common Shares Beneficially Owned (1) Total Voting Power (2) Class A Class B Class C Shares % Shares % Shares % % Directors and Executive Officers (3) K.
Additional Information—B. Memorandum and Articles of Association” for more information about the rights of our Class A common shares, Class B common shares and Class C common shares. Common Shares Beneficially Owned (1) Total Voting Power (2) Class A Class B Class C Shares % Shares % Shares % % Directors and Executive Officers (3) K.
The holders of our Class A common shares, Class B common shares and Class C common shares have identical rights, except that: • holders of Class B common shares (1) are entitled to 15 votes per share, whereas holders of our Class A common shares and Class C common shares are entitled to one vote per share; (2) have certain conversion rights into one Class A common share, as described below; (3) are subject to certain transfer restrictions; and (4) have certain preemptive rights; and • holders of Class C common shares (1) have certain conversion rights into one Class A common share, as described below; and (2) are subject to certain transfer restrictions.
The holders of our Class A common shares, Class B common shares and Class C common shares have identical rights, except that: • holders of Class B common shares (1) are entitled to 15 votes per share, whereas holders of our Class A common shares and Class C common shares are entitled to one vote per share; (2) have certain conversion rights into one Class A common share, as described below; (3) are subject to certain transfer restrictions; and (4) have certain preemptive rights; and • holders of Class C common shares (1) have certain conversion rights into one Class A common share, as described below; and (2) are subject to certain transfer restrictions. 64 Table of Contents See “Item 10.
ITEM 7. MAJOR S HAREHOLDERS AND RELATED PARTY TRANSACTIONS A. MAJOR SHA REHOLDERS The table below contains information regarding the beneficial ownership of our equity securities as of April 25, 2025.
ITEM 7. MAJOR S HAREHOLDERS AND RELATED PARTY TRANSACTIONS A. MAJOR SHA REHOLDERS The table below contains information regarding the beneficial ownership of our equity securities as of March 31, 2026.
Members of the Johnson family, including Abigail P. Johnson, are the predominant owners, directly or through trusts, of Series B voting common shares of FMR LLC, representing 49% of the voting power of FMR LLC.
Johnson, are the predominant owners, directly or through trusts, of Series B voting common shares of FMR LLC, representing 49% of the voting power of FMR LLC.
Amounts Outstanding As of December 31, 2023 Amounts Outstanding As of December 31, 2022 (thousands of Ps.) (thousands of Ps.) Senior Promissory Notes Quilvest Capital Partners (1) 1,162,319 1,332,297 BBB Investment Group 136,508 156,471 Sami Khouri (2) 101,602 116,460 Other shareholders* 191,573 219,588 Executive officers** 448 513 2017 Junior Promissory Notes Mexico Offshore, S.A.L. 10,134 11,616 Other shareholders* 13,512 15,488 Executive officers and close family members 45,603 52,272 Other related party 1,689 1,936 2020 Junior Promissory Notes Other Shareholders* 1,689 1,936 Total 1,665,077 1,908,577 * Includes shareholders of the Company that individually own common shares representing less than 5% of the voting power in the Company. ** Includes executive officers of the Company that individually own common shares representing less than 1% of the voting power of the Company.
Amounts Outstanding As of December 31, 2023 (thousands of Ps.) Senior Promissory Notes Quilvest Capital Partners (1) 1,162,319 BBB Investment Group 136,508 Sami Khouri (2) 101,602 Other shareholders* 191,573 Executive officers** 448 2017 Junior Promissory Notes Mexico Offshore, S.A.L. 10,134 Other shareholders* 13,512 Executive officers and close family members 45,603 Other related party 1,689 2020 Junior Promissory Notes Other Shareholders* 1,689 Total 1,665,077 * Includes shareholders of the Company that individually own common shares representing less than 5% of the voting power in the Company. ** Includes executive officers of the Company that individually own common shares representing less than 1% of the voting power of the Company.
(1) The column “Common shares Beneficially Owned” reflect securities beneficially owned as of April 25, 2025. (2) Percentage of total voting power represents voting power with respect to all of our Class A common shares, Class B common shares and Class C common shares, as a single class.
(1) The column “Common Shares Beneficially Owned” reflects securities beneficially owned as of March 31, 2026. (2) Percentage of total voting power represents voting power with respect to all of our Class A common shares, Class B common shares and Class C common shares, as a single class.
Hatoum through Bolton Partners Ltd: (i) 8,550,000 Class C common shares issuable upon exercise of Stock Options granted under our 2004 Option Plan (including unvested and vested but currently unexercisable Stock Options); (ii) up to 6,000,000 Class C common shares under the Liquidity Event Share Plan, the allocation, the final terms and conditions and delivery of which remain undefined by our board of directors; (iii) 4,224,960 Class C common shares under the Bolton Partners Share Allocation but subject to Delayed Delivery, and (iv) 275,000 Class A common shares issuable upon exercise of stock options or RSUs granted under our Equity Incentive Plan (all of which are unvested).
Hatoum through Bolton Partners Ltd: (i) 8,550,000 Class C common shares issuable upon exercise of Stock Options granted under our 2004 Option Plan (including unvested and vested but currently unexercisable Stock Options); (ii) 4,066,667 Class C common shares under the Liquidity Event Share Plan that remain unvested as of March 31, 2026; (iii) 4,224,960 Class C common shares under the Bolton Partners Share Allocation but subject to delayed delivery, and (iv) 356,666 Class A common shares issuable upon exercise of stock options or RSUs granted under our Post-IPO Equity Incentive Plan (all of which are unvested).
The table below sets forth the amounts owing to related parties under the Promissory Notes (including principal and accrued interest). See “Item 5. Operating and Financial Review and Prospects–B.
The table below sets forth the amounts that were owed to related parties under the Promissory Notes (including principal and accrued interest) as of just before our IPO. See “Item 5. Operating and Financial Review and Prospects–B.
Compensation—Agreements with our Executive Officers.” As part of our 71 Table of Contents retention strategy, certain of our executive officers agreed to defer the payment of certain accrued bonuses. For the year ended December 31, 2024, deferred bonus payable to our executive officers was zero. None of our directors have entered into service agreements with us.
Compensation—Agreements with our Executive Officers.” As part of our retention strategy, certain of our executive officers agreed to defer the payment of certain accrued bonuses. For the year ended December 31, 2025, deferred bonus payable to our executive officers was zero.
(11) Based solely on a Schedule 13G filed by GIC Private Ltd. on February 20, 2025. The business address for GIC Private Ltd. is 168 Robinson Road #37-01 Capital Tower Singapore 068912. (12) Based solely on a Schedule 13G filed by Gilder Gagnon Howe & Co LLC on February 10, 2025.
(10) Based solely on a Schedule 13G filed by GIC Private Ltd. on July 31, 2025. The business address for GIC Private Ltd. is 168 Robinson Road #37-01 Capital Tower Singapore 068912. (11) Based solely on a Schedule 13G filed by Wasatch Advisors LP on February 11, 2026.
The percentages of beneficial ownership in the table below are calculated on the basis of the following numbers of shares outstanding as of the date hereof: 62,048,108 Class A common shares, 5,200,000 Class B common shares and 47,518,697 Class C common shares outstanding.
The percentages of beneficial ownership in the table below are calculated on the basis of the following numbers of shares outstanding as of March 31, 2026: 62,638,441 Class A common shares, 5,200,000 Class B common shares and 50,018,697 Class C common shares outstanding.
(14) Based solely on a Schedule 13G filed jointly by FMR LLC and Abigail P. Johnson on February 12, 2025. Abigail P. Johnson is a Director, the Chairman and the Chief Executive Officer of FMR LLC and reports jointly with FMR LLC as a beneficial owner of the Class A common shares held by FMR LLC.
Johnson is a Director, the Chairman and the Chief Executive Officer of FMR LLC and reports jointly with FMR LLC as a beneficial owner of the Class A common shares held by FMR LLC. Members of the Johnson family, including Abigail P.
Registration Rights Holders of our Class B common shares and Class C common shares will be entitled to certain registration rights. See “Item 10. Additional Information—B. Memorandum and Articles of Association” for more information. C. INTERES TS OF EXPERTS AND COUNSEL Not applicable.
None of our directors have entered into service agreements with us. 67 Table of Contents Registration Rights Holders of our Class B common shares and Class C common shares are entitled to certain registration rights. See “Item 10. Additional Information—B. Memorandum and Articles of Association” for more information. C. INTERES TS OF EXPERTS AND COUNSEL Not applicable.
Anthony Hatoum (4) — — 5,200,000 100.0% 5,828,954 12.3% 44.7% Nicole Reich de Polignac — — — — — — — Dennis Stevens * * — — — — * Angela Bakker Lee * * — — — — * Alexander Fuster — — — — — — — Juan Pablo Cappello — — — — — — — Sami Khouri (5) — — — — 3,719,648 7.8% 2.0% Alexis Meffre (6) — — — — — — — Stephanie Martinez — — — — — — — Eduardo Pizzuto — — — — * * * Diego Apalategui — — — — — — — Luis Bermúdez — — — — — — — Javier Suárez — — — — — — — Pablo Grattarola — — — — — — — Alejandro Dávila — — — — — — — All directors and executive officers as a group (15 persons) (7) * * 5,200,000 100.0% 9,559,316 20.1% 46.7% 5% Shareholders QS 3B Aggregator Inc.
Anthony Hatoum (4) * * 5,200,000 100 % 7,862,287 15.7 % 45.2 % Nicole Reich de Polignac — — — — — — — Dennis Stevens * * — — — — * Angela Bakker Lee * * — — — — * Alexander Fuster * * — — — — * Juan Pablo Cappello * * — — — — * Sami Khouri (5) * * — — 3,719,648 7.4 % 2.0 % Alexis Meffre (6) — — — — — — — Stephanie Martinez — — — — — — — Eduardo Pizzuto * * — — * * * Diego Apalategui * * — — * * * Luis Bermúdez — — — — — — — Javier Suárez * * — — — — * Pablo Grattarola * * — — — — — Alejandro Dávila * * — — — — * David Domene * * — — — — * Amparo Martínez — — — — — — — José Miguel Fernández — — — — — — — All directors and executive officers as a group (18 persons) 643,111 1.0 % 5,200,000 100 % 12,059,315 24.1 % 47.6 % 5% Shareholders (14) Quilvest Capital Partners SA (7) — — — — 11,497,910 23.0 % 6.0 % Capital International Investors (8) 5,384,001 8.6 % — — — — 2.8 % Capital Research Global Investors (9) 5,357,086 8.6 % — — — — 2.8 % GIC Private Ltd.
Compensation—2004 Option Plan.” As a result, the table below does not reflect: 38,232,812 Class C common shares issuable upon the exercise of options granted under our 2004 Option Plan, 1,310,000 stock options each exercisable for one Class A common share under the 2024 Equity Plan, 605,000 RSUs under the 2024 Equity Plan, 7,500,000 Class C common shares under the Liquidity Event Share Plan and 4,224,960 Class C common shares under the Bolton Share Allocation.
As a result, the table below does not reflect: 37,745,312 Class C common shares issuable upon the exercise of options granted under our Legacy Plan; 3,742,500 stock options each exercisable for one Class A common share under the Post-IPO Equity Incentive Plan; 535,667 RSUs under the Post-IPO Equity Incentive Plan that remain unvested; 5,000,000 RSUs each equal to one Class C common share under the Liquidity Event Share Plan that remain unvested; and 4,224,960 Class C common shares under the Bolton Share Allocation subject to delayed delivery.
Compensation—Bolton Partners Share Allocation.” 69 Table of Contents (5) Mr. Khouri’s shares are held through MNCF Ltd. Mr. Khouri may be deemed to have voting and dispositive power over the shares held by such entity. The business address for MNCF Ltd. is 27 Hospital Road, KY1-8001, George Town, Cayman Islands. (6) Mr.
Khouri may be deemed to have voting and dispositive power over the shares held by such entity. The business address for MNCF Ltd. is 27 Hospital Road, KY1-8001, George Town, Cayman Islands. (6) Mr. Alexis Meffre is a Partner at Quilvest Capital Partners. (7) The business address for Quilvest Capital Partners SA is 9 allee Scheffer, L-2520 Luxembourg Citizenship: Luxembourg.
Hatoum, directly or indirectly through Bolton Partners Ltd., would beneficially own approximately 43.5% of the combined voting power of our outstanding common shares. See “Item 6. Directors, Senior Management and Employees–B. Compensation—2004 Option Plan,” “Item 6. Directors, Senior Management and Employees –B. Compensation—Liquidity Event Share Plan” and “Item 6. Directors, Senior Management and Employees–B.
See “Item 6. Directors, Senior Management and Employees–B. Compensation—2004 Option Plan,” “Item 6. 65 Table of Contents Directors, Senior Management and Employees –B. Compensation—Liquidity Event Share Plan” and “Item 6. Directors, Senior Management and Employees–B. Compensation—Bolton Partners Share Allocation.” (5) Mr. Khouri’s shares are held through MNCF Ltd. Mr.
Meffre is a Partner at Quilvest Capital Partners and disclaims beneficial ownership of Class A common shares and Class C common shares held by vehicles managed by Quilvest Capital Partners. (9) Based solely on a Schedule 13G filed by Capital International Investors on March 11, 2024.
Quilvest Capital Partners and its affiliates beneficially own shares through a series of investment vehicles including QS 3B Aggregator Inc. Mr. Meffre is a Partner at Quilvest Capital Partners and disclaims beneficial ownership of Class A common shares and Class C common shares held by vehicles managed by Quilvest Capital Partners.
Entities affiliated with Quilvest Capital Partners are significant shareholders of the Company. The service fee was payable concurrently with the payment of the Senior Promissory Notes, which occurred in February 2024. Related Party Transaction Policy We have a Related Party Transaction Policy which requires certain related party transactions to be approved by our board of directors.
(2) Sami Khouri is a director and a shareholder of the Company. Related Party Transaction Policy We have a Related Party Transaction Policy which requires certain related party transactions to be approved by our board of directors.
Removed
However, as of the date hereof, there are no common shares subject to options exercisable within 60 days because they are either unvested in the case of stock options and RSUs granted under our Equity Incentive Plan, or subject to restrictions on exercise in the case of Stock Options under our 2004 Incentive Plan as described in “Item 6.
Added
(10) 5,807,487 9.3 % — — — — 3.0 % Wasatch Avisors LP (11) 3,409,281 5.4 % — — — — 1.8 % Orbis Investment Management Ltd (12) 3,288,723 5.3 % — — — — 1.7 % FMR LLC (13) 3,494,773 5.6 % — — — — 1.8 % * Indicates beneficial ownership of less than 1% of the class of common shares.
Removed
(8) — — — — 11,232,447 23.6% 6.0% Capital International Investors (9) 6,732,117 10.8% — — — — 3.6% Capital Research Global Investors (10) 5,357,086 8.6% — — — — 2.9% GIC Private Ltd.
Added
(8) Based solely on a Schedule 13G filed by Capital International Investors on February 12, 2026.
Removed
(11) 3,066,893 4.9% — — — — 1.6% Gilder Gagnon Howe & Co LLC (12) 2,853,906 4.6% — — — — 1.5% Morgan Stanley (13) 2,176,892 3.5% — — — — 1.2% FMR LLC (14) 3,494,773 5.6% — — — — 1.9% Other shareholders (15) 38,361,163 61.8% — — 26,726,934 56.2% 34.7% Total shares per Class 62,048,108 100.0% 5,200,000 100.0% 47,518,697 100.0% 100.0% * Indicates beneficial ownership of less than 1% of the class of common shares.
Added
The business address for Wasatch Advisors LP is 505 Wakara Way, 3rd Floor, Salt Lake City, 84108, United States. (12) Based solely on a Schedule 13G filed jointly by Orbis Investment Management Ltd and Allan Gray Australia Pty Ltd on February 17, 2026.
Removed
Taking into account such Class A common shares and Class C common shares, as well as other Class A common shares and Class C common shares similarly issuable under stock options under our current Equity Incentive Plan, our 2004 Option Plan (including both unvested and vested (but currently unexercisable) and assuming net settlement at their respective strike prices and a price per Class A common share of US$30.19 (the last reported sale price of our Class A common shares on the New York Stock Exchange on April 25, 2025)), and those under the Liquidity Event Share Plan and Bolton Share Allocation, Mr.
Added
Notwithstanding that the Orbis Investment Management Ltd and Allan Gray Australia Pty Ltd filed jointly, neither one represents that it is a member of a group for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended.
Removed
Alexis Meffre is a Partner at Quilvest Capital Partners.
Added
Each of Orbis Investment Management Ltd and Allan Gray Australia Pty Ltd disclaims beneficial ownership of any of the shares owned by the entity with which it files jointly. The business address for Orbis Investment Management Ltd is Orbis House, 25 Front Street, Hamilton, Bermuda HM11.
Removed
(7) The table above does not include the following, substantially all of which are held by our directors and executive officers (including those held by our principal shareholder as described in note (4) above): 38,232,812 Class C common shares issuable upon the exercise of options granted under our 2004 Option Plan, 1,310,000 stock options each exercisable for one Class A common share under the 2024 Equity Plan, 605,000 RSUs under the 2024 Equity Plan, 7,500,000 Class C common shares under the Liquidity Event Share Plan and 4,224,960 Class C common shares under the Bolton Share Allocation.
Added
The business address for Allan Gray Australia Pty Ltd is Level 2, Challis House, 4 Martin Place, Sydney NSW2000, Australia. (13) Based solely on a Schedule 13G filed jointly by FMR LLC and Abigail P. Johnson on February 12, 2025. Abigail P.
Removed
See “Item 6. Directors, Senior Management and Employees—B. Compensation” for further information regarding our equity incentive plans and awards. (8) The business address for QS 3B Aggregator Inc. is Craigmuir Chambers Road Town, VG1110, British Virgin Islands.QS 3B Aggregator Inc. is an investment vehicle managed by Quilvest Capital Partners or its affiliates. Mr.
Added
(14) Based solely on a review of filings made pursuant to Section 13(d) and Section 13(g) of the Exchange Act and other publicly available information, Gilder Gagnon Howe & Co LLC and Morgan Stanley are no longer believed to beneficially own more than 5% of the Company’s Class A shares and therefore are not included in this table. B.
Removed
The business address for Gilder Gagnon Howe & Co LLC is 475 10th Ave New York, NY 10018. (13) Based solely on a Schedule 13G filed jointly by Morgan Stanley and Morgan Stanley Capital Services LLC on February 3, 2025. The business address for both Morgan Stanley and Morgan Stanley Capital Services LLC is 1585 Broadway, New York, NY 10036.
Removed
(15) The disclosure with respect to the remaining shareholders is being made on an aggregate basis because, to our knowledge, none of their beneficial ownership exceeds 5% or more of any class of our common shares. B.
Removed
(2) Sami Khouri is a director and a shareholder of the Company. Advisory Fee . In connection with certain amendments to our shareholders’ agreement as in effect prior to our IPO and the Senior Promissory Notes, we agreed to pay a one-time US$400,000 service fee to affiliates of Quilvest Capital Partners.

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