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6-K

Bbb Foods Inc (TBBB)

6-K 2026-05-27 For: 2026-05-27
View Original
Added on July 04, 2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

Report of Foreign Private Issuer

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

UNDER the Securities Exchange Act of 1934

For the month of May 2026

Commission File Number: 001-41954

BBB Foods Inc.

(Exact name of registrant as specified in its charter)

N/A

(Translation of registrant’s name into English)

Av. Presidente Masaryk 8

Polanco V Sección, Miguel Hidalgo

Mexico City, Mexico 11560

(Address of principal executive office)

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

Form 20-F ý Form 40-Fo

This report includes certain financial information as of March 31, 2026 and for the three-month periods ended March 31, 2026 and 2025 and other recent developments for BBB Foods Inc. (the "Company").

The information in this report on Form 6-K supplements information contained in the Company's annual report on Form 20-F for the year ended December 31, 2025, filed with the U.S. Securities and Exchange Commission on April 2, 2026.

TABLE OF CONTENTS

Exhibit<br>Number Exhibit Title
99.1 Unaudited Interim Condensed Consolidated Financial Statements as of March 31, 2026 and December 31, 2025 and for the Three-Month Periods Ended March 31, 2026 and 2025
99.2 Management’s Discussion and Analysis of Financial Condition and Results of Operations as of March 31, 2026 and for the Three-Month Periods Ended March 31, 2026 and 2025
99.3 Recent Developments

SIGNATURE

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

Date: May 27, 2026

BBB Foods Inc.
By: /s/ Eduardo Pizzuto
Name: Eduardo Pizzuto
Title: Chief Financial Officer

EX-99.1

BBB Foods Inc. and Subsidiaries

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

BBB Foods Inc. and Subsidiaries

Index

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

Content Page
Unaudited Interim Condensed Consolidated Financial Statements:
Unaudited Interim Condensed Consolidated Statements of Financial Position 3
Unaudited Interim Condensed Consolidated Statements of Profit or Loss 4
Unaudited Interim Condensed Consolidated Statements of Changes in Stockholders’ Equity 5
Unaudited Interim Condensed Consolidated Statements of Cash Flows 6
Notes to the Unaudited Interim Condensed Consolidated Financial Statements 7-30

BBB Foods Inc. and Subsidiaries

Unaudited Interim Condensed Consolidated Statements of Financial

Position

As of March 31, 2026 and December 31, 2025

Thousands of Mexican Pesos (Ps.)

As of March 31, As of December 31,
2026 2025
Assets
CURRENT ASSETS:
Cash and cash equivalents Ps. 1,343,519 Ps. 1,427,248
Short-term bank deposits 2,728,532 2,711,422
Sundry debtors 210,880 125,033
VAT and other taxes receivable 1,167,280 1,172,101
Advanced payments 129,211 72,927
Inventories 4,120,346 4,217,417
Total current assets Ps. 9,699,768 Ps. 9,726,148
NON-CURRENT ASSETS:
Guarantee deposits 159,231 109,096
VAT receivable 312,477 333,607
Property, furniture, equipment, and leasehold improvements – Net (Note 6) 9,949,559 9,348,874
Right-of-use assets – Net (Note 7) 11,364,858 10,305,131
Intangible assets – Net 33,532 27,819
Deferred income tax 745,758 675,504
Total non-current assets Ps. 22,565,415 Ps. 20,800,031
Total assets Ps. 32,265,183 Ps. 30,526,179
Liabilities and Stockholders’ Equity
CURRENT LIABILITIES:
Suppliers 12,078,709 11,428,037
Accounts payable and accrued expenses 709,600 536,792
Income tax payable 54,523 41,624
Bonus payable to related parties (Note 9) 131,778 102,988
Short-term debt (Note 10) 1,496,672 2,107,044
Lease liabilities (Note 11) 1,252,739 1,118,382
Employees’ statutory profit sharing payable 341,046 267,423
Total current liabilities Ps. 16,065,067 Ps. 15,602,290
NON-CURRENT LIABILITIES:
Long-term debt (Note 10) 207,706 141,907
Lease liabilities (Note 12) 11,637,319 10,612,062
Employee benefits 66,412 44,487
Total non-current liabilities Ps. 11,911,437 Ps. 10,798,456
Total liabilities Ps. 27,976,504 Ps. 26,400,746
STOCKHOLDERS' EQUITY:
Capital stock (Note 16) 9,927,136 9,325,356
Reserve for share-based payments 3,382,782 3,263,057
Cumulative losses (9,021,239 ) (8,462,980 )
Total stockholders’ equity Ps. 4,288,679 Ps. 4,125,433
Total liabilities and stockholders’ equity Ps. 32,265,183 Ps. 30,526,179

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

Page 3

BBB Foods Inc. and Subsidiaries

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

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

For the three-month periods ended March 31,
2026 2025
Revenue from sales of merchandise Ps. 22,828,010 Ps. 17,105,497
Sales of recyclables 32,336 26,291
Total revenue 22,860,346 17,131,788
Cost of sales (Note 14) (19,156,344 ) (14,388,253 )
Gross profit 3,704,002 2,743,535
Sales expenses (Note 14) (2,364,285 ) (1,763,113 )
Administrative expenses (Note 14) (1,379,176 ) (705,586 )
Other income - Net 21,029 22,579
Operating (loss) profit (18,430 ) 297,415
Financial income (Note 15) 36,084 37,779
Financial costs (Note 15) (457,303 ) (318,467 )
Exchange rate fluctuation - Net (Note 15) 16,356 8,815
Financial costs – Net (404,863 ) (271,873 )
(Loss) profit before income tax (423,293 ) 25,542
Income tax expense (Note 18) (134,966 ) (112,521 )
Net (loss) for the period Ps. (558,259 ) Ps. (86,979 )
Basic losses per common share Ps. (4.76 ) Ps. (0.76 )
Diluted losses per common share Ps. (4.76 ) Ps. (0.76 )
Weighted average common shares outstanding (Note 17)
Basic 117,239,083 113,844,994
Diluted 117,239,083 113,844,994

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

Page 4

BBB Foods Inc. and Subsidiaries

Unaudited Interim Condensed Consolidated Statements of Changes in

Stockholders’ Equity

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

Thousands of Mexican Pesos (Ps.)

Capital<br>Stock Cumulative<br>Losses Reserve for <br>share - based payments Total<br>stockholders’ equity
Balances as of January 1, 2025 Ps. 8,283,347 Ps. (5,623,409 ) Ps. 1,374,844 Ps. 4,034,782
Net loss for the period (86,979 ) (86,979 )
Share - based payments 213,290 213,290
Exercised Options and Vested RSU’s (Note 16) 29,681 (29,681 )
Balances as of March 31, 2025 Ps. 8,313,028 Ps. (5,710,388 ) Ps. 1,558,453 Ps. 4,161,093
Balances as of January 1, 2026 Ps. 9,325,356 Ps. (8,462,980 ) Ps. 3,263,057 Ps. 4,125,433
Net loss for the period (558,259 ) (558,259 )
Share - based payments (Note 18) 721,505 721,505
Exercised Options and Vested RSU’s (Note 16) 601,780 (601,780 )
Balances as of March 31, 2026 Ps. 9,927,136 Ps. (9,021,239 ) Ps. 3,382,782 Ps. 4,288,679

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

Page 5

BBB Foods Inc. and Subsidiaries

Unaudited Interim Condensed Consolidated Statements of Cash Flows

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

Thousands of Mexican Pesos (Ps.)

For the three-month periods ended March 31,
2026 2025
Operating activities
(Loss) profit before income tax Ps. (423,293 ) Ps. 25,542
Adjustments for:
Depreciation of property, furniture, equipment and leasehold improvements (Note 6) 259,948 186,221
Depreciation of right-of-use assets (Note 7) 311,297 220,927
Amortization of intangible assets 1,384 547
Employee benefits 3,923 2,983
Interest expense on lease liabilities (Note 12) 427,632 305,439
Interest on debt and bonus payable to related parties 9,325 7,823
Other financial income (36,084 ) (37,779 )
Interests and commissions from credit lines 19,371 5,204
Exchange rate fluctuation (16,356 ) (8,815 )
Share-based payments expense (Note 18) 721,505 213,290
1,278,652 921,382
Decrease in inventories 97,072 91,466
Increase in other current assets and guarantee deposits (166,311 ) (212,450 )
Increase in suppliers 650,672 447,015
Increase in other current liabilities 246,110 89,451
Increase in employees’ benefits 18,000
Increase on bonus payable to related parties (Note 9) 28,789 14,543
Income taxes paid (192,320 ) (156,559 )
Net cash flows provided by operating activities 1,960,664 1,194,848
Investing activities
Purchase of property, furniture, equipment and leasehold improvements (706,574 ) (541,253 )
Sale of property and equipment (Notes 6) 78 170
Additions to intangible assets (7,097 ) (7,252 )
Short-term bank deposits (Notes 6) 1,962
Interest received in short-term investments and other 30,389 35,944
Net cash flows used in investing activities (683,204 ) (510,429 )
Financing activities
Payments made on reverse factoring transactions-Net of commissions received (Notes 5 and 10) (1,840,526 ) (1,123,999 )
Finance obtained through supplier finance arrangements (Notes 5 and 10) 1,994,475 1,184,630
Payment Santander and HSBC from credit lines, net (798,070 ) (120,955 )
Payment of debt (Notes 5 and 10) (50,593 ) (42,601 )
Interest payment on debt (28,696 ) (13,028 )
Principal payments on lease liabilities (Note 12) (211,410 ) (144,122 )
Interest payments on leases (Note 12) (427,632 ) (305,439 )
Net cash flows used in financing activities (1,362,452 ) (565,514 )
Net (decrease) increase in cash and cash equivalents (84,992 ) 118,905
Effect of foreign exchange movements on cash balances 1,263 1,234
Cash and cash equivalents at beginning of period 1,427,248 1,447,166
Cash and cash equivalents at end of period Ps. 1,343,519 Ps. 1,567,305

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

Page 6

BBB Foods Inc. and Subsidiaries

Notes to the Unaudited Interim Condensed Consolidated Financial Statements

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

Amounts expressed in Thousands of Mexican Pesos (Ps.)

  • History and activity of the Company:

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

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

% of ownership
Company March 31, 2026 December 31, 2025 Country Main activity
BBB Foods Limited Partnership 100% 100% Scotland Intermediate parent
Lothian Shelf Limited 100% 100% Scotland Holding company
Tiendas Tres B, S. A. de C. V. 100% 100% Mexico Operating company

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

Secondary offering

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

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

Significant changes in the current period

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

Page 7

BBB Foods Inc. and Subsidiaries

Notes to the Unaudited Interim Condensed Consolidated Financial Statements

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

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

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

  • A higher non-cash share-based payment expense (See Note 18);

  • Increased staffing expenses for the new regional operations and continued investments in human capital (See Note 14);

  • Increases in both financial costs driven by higher interest expense on lease liabilities, and depreciation and amortization expenses, reflecting the continued expansion of the Group's stores, distribution center network and equipment (See Notes 12 and 14); and

  • A decrease in financial income primarily driven by lower interest rates and the negative impact from the stronger Mexican peso versus the US dollar (See Note 15).

  • Basis of preparation:

2.1 Basis of preparation

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

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

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

2.2 Financial statements authorization

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

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BBB Foods Inc. and Subsidiaries

Notes to the Unaudited Interim Condensed Consolidated Financial Statements

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

  • New and amended standards and interpretations:

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

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

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

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

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

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

3.2 New and revised IFRS issued but not yet effective

IFRS 18 Presentation and Disclosure in Financial Statements (1)
IFRS 19 Subsidiaries without Public Accountability: Disclosures (1)
Amendments to IAS 21 Translation to Hyperinflationary Presentation Currency (1)

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

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

Page 9

BBB Foods Inc. and Subsidiaries

Notes to the Unaudited Interim Condensed Consolidated Financial Statements

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

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

  • Risk management:

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

4.1 Liquidity risk

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

4.2 Capital risk

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

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

4.3 Exchange rate risks

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

March 31, 2026 December 31, 2025
Financial assets US 167,093,089 US 166,244,336
Financial liabilities (727,379 ) (350,426 )
Foreign exchange monetary position US 166,365,710 US 165,893,910

All values are in US Dollars.

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

For the three-month periods ended March 31 March 31, December 31, March 31,
2026 2025 2026 2025 2025
Average exchange rate Closing exchange rate
Ps./US$ 17.5683 20.4223 18.0667 17.9667 20.3182

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

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BBB Foods Inc. and Subsidiaries

Notes to the Unaudited Interim Condensed Consolidated Financial Statements

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

4.4 Interest rate risk

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

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

  • Cash flows information:
  • Transactions not requiring the use of cash flows:
March 31, 2026 March 31, 2025
Investing activities
Right-of-use assets Ps. (1,371,024 ) Ps. (708,167 )
Property, furniture, equipment, leasehold improvements (154,138 ) (75,782 )
Financing activities
Lease liabilities Ps. 1,371,024 Ps. 708,167
Long-term debt 154,138 75,782
  • Reconciliation of financing items.
Financing of transportation and store equipment and credit lines Supplier finance<br>arrangement Total
As of January 1, 2025 Ps. 348,703 Ps. 684,755 Ps. 1,033,458
Increase of new debt (non-cash transactions) 75,782 75,782
Payment of debt (163,556 ) (163,556 )
Interest payment on debt (13,028 ) (13,028 )
Accrued interest on debt 13,028 13,028
Finance obtained through supplier finance arrangements 1,184,630 1,184,630
Payments made on supplier finance arrangements (1,125,834 ) (1,125,834 )
As of March 31, 2025 Ps. 260,929 Ps. 743,551 Ps. 1,004,480
As of January 1, 2026 Ps. 1,129,755 Ps. 1,119,196 Ps. 2,248,951
Increase of new debt (non-cash transactions) 154,138 154,138
Payment of debt (50,593 ) (50,593 )
Interest payment on debt (28,696 ) (28,696 )
Accrued interest on debt 28,696 28,696
Payment of credit lines (798,070 ) (798,070 )
Finance obtained through supplier finance arrangements 1,994,475 1,994,475
Payments made on supplier finance arrangements (1,844,523 ) (1,844,523 )
As of March 31, 2026 Ps. 435,230 Ps. 1,269,148 Ps. 1,704,378

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BBB Foods Inc. and Subsidiaries

Notes to the Unaudited Interim Condensed Consolidated Financial Statements

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

  • Property, furniture, equipment and leasehold improvements - Net:

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

Buildings Land Assets under construction Transportation<br>equipment cars Transportation <br>equipment trucks (1) Furniture<br>and<br>equipment Store <br>equipment (1) Store<br>shelving<br>equipment Leasehold<br>improvements Computer<br>equipment Storage<br>equipment Total
March 31, 2026
Initial balance Ps. 34 Ps. 15,993 Ps. 16,164 Ps. 2,689 Ps. 635,813 Ps. 107,906 Ps. 1,787,229 Ps. 1,070,622 Ps. 5,549,049 Ps. 117,988 Ps. 45,387 Ps. 9,348,874
Acquisitions 2,525 116,026 9,503 144,392 77,751 497,374 5,212 7,928 860,711
Disposals (1 ) (77 ) (78 )
Depreciation (17 ) (434 ) (25,246 ) (3,762 ) (60,036 ) (16,141 ) (135,563 ) (16,973 ) (1,776 ) (259,948 )
Final balance Ps. 17 Ps. 15,993 Ps. 18,689 Ps. 2,255 Ps. 726,593 Ps. 113,646 Ps. 1,871,585 Ps. 1,132,155 Ps. 5,910,860 Ps. 106,227 Ps. 51,539 Ps. 9,949,559
March 31, 2026
Cost 1,481 15,993 18,689 53,953 1,069,173 173,597 2,596,785 1,360,212 7,556,015 472,725 86,673 13,405,296
Impairment (26,069 ) (26,069 )
Accumulated depreciation (1,464 ) (51,698 ) (342,580 ) (59,951 ) (725,200 ) (228,057 ) (1,619,086 ) (366,498 ) (35,134 ) (3,429,668 )
Final balance Ps. 17 Ps. 15,993 Ps. 18,689 Ps. 2,255 Ps. 726,593 Ps. 113,646 Ps. 1,871,585 Ps. 1,132,155 Ps. 5,910,860 Ps. 106,227 Ps. 51,539 Ps. 9,949,559
December 31, 2025
Initial balance Ps. 116 Ps. 871 Ps. Ps. 5,669 Ps. 498,050 Ps. 67,257 Ps. 1,311,014 Ps. 758,045 Ps. 3,660,590 Ps. 121,887 Ps. 32,126 Ps. 6,455,625
Acquisitions 15,122 16,164 233,466 53,393 678,899 368,594 2,332,681 64,664 19,426 3,782,409
Disposals (109 ) (4,889 ) (758 ) (5,704 ) (3,577 ) (3,767 ) (1,052 ) (474 ) (20,330 )
Depreciation (82 ) (2,871 ) (90,814 ) (11,986 ) (196,980 ) (52,440 ) (440,455 ) (67,511 ) (5,691 ) (868,830 )
Final balance Ps. 34 Ps. 15,993 Ps. 16,164 Ps. 2,689 Ps. 635,813 Ps. 107,906 Ps. 1,787,229 Ps. 1,070,622 Ps. 5,549,049 Ps. 117,988 Ps. 45,387 Ps. 9,348,874
December 31, 2025
Cost 1,481 15,993 16,164 56,076 953,147 164,147 2,452,688 1,282,886 7,058,726 467,512 78,745 12,547,565
Impairment (26,069 ) (26,069 )
Accumulated depreciation (1,447 ) (53,387 ) (317,334 ) (56,241 ) (665,459 ) (212,264 ) (1,483,608 ) (349,524 ) (33,358 ) (3,172,622 )
Final balance Ps. 34 Ps. 15,993 Ps. 16,164 Ps. 2,689 Ps. 635,813 Ps. 107,906 Ps. 1,787,229 Ps. 1,070,622 Ps. 5,549,049 Ps. 117,988 Ps. 45,387 Ps. 9,348,874

Notes:

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

    Page 12

BBB Foods Inc. and Subsidiaries

Notes to the Unaudited Interim Condensed Consolidated Financial Statements

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

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

  • Right-of-use assets - Net:

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

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

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

Building Transportation equipment Store <br>equipment Total
As of January 1, 2025 Ps. 6,660,466 Ps. 150,819 Ps. 217,061 Ps. 7,028,346
Additions 3,750,785 124,980 427,991 4,303,756
Depreciation (905,947) (75,930) (45,094) (1,026,971)
As of December 31, 2025 Ps. 9,505,304 Ps. 199,869 Ps. 599,958 Ps. 10,305,131
Additions 1,142,031 77,078 151,915 1,371,024
Depreciation (271,274) (21,179) (18,844) (311,297)
As of March 31, 2026 Ps. 10,376,061 Ps. 255,768 Ps. 733,029 Ps. 11,364,858

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

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

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

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

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

Page 13

BBB Foods Inc. and Subsidiaries

Notes to the Unaudited Interim Condensed Consolidated Financial Statements

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

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

  • Financial instruments by category:

The Company classified their financial assets and liabilities as follows:

March 31, 2026 December 31, 2025
Financial assets at amortized cost:
Cash and cash equivalents Ps. 1,343,519 Ps. 1,427,248
Short term bank deposits (1) 2,728,532 2,711,422
Sundry debtors 210,880 125,033
Financial liabilities at amortized cost:
Accounts payable and accrued expenses Ps. 709,600 Ps. 536,792
Suppliers 12,078,709 11,428,037
Lease liabilities 12,890,058 11,730,444
Bonuses payable to related parties 131,778 102,988
Debt 1,704,378 2,248,951
  • As of March 31, 2026 and December 31, 2025, the Company held Certificate of Deposit Accounts for an amount of Ps.2,728,532 (US$151,025,476) and Ps.2,711,422 (US$150,913,735), respectively. In the three-month periods ending March 31, 2026 and 2025, the Company recognized an accrued interest of Ps.21,685 and Ps.28,339, respectively (See Note 15).

Fair value of financial assets and liabilities measured at amortized cost

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

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

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

Fair value hierarchy

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

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

    Page 14

BBB Foods Inc. and Subsidiaries

Notes to the Unaudited Interim Condensed Consolidated Financial Statements

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

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

9.1 Key Management personnel compensation

  • Compensation to key management personnel during the three-month periods ended March 31, 2026 and 2025 were Ps.749,711 and Ps.236,351, respectively. The compensation was recognized as part of administrative expenses.
For the three-month periods ended
March 31, 2026 March 31, 2025
Share-based payments (Note 18) Ps. 648,350 Ps. 182,854
Short-term employee benefits 45,976 24,708
Other bonuses (1) 55,385 28,789
Ps. 749,711 Ps. 236,351
  • The outstanding amount payable of these bonuses as of March 31, 2026 and December 31, 2025 is Ps.131,778 and Ps.102,988, respectively.
  • The CEO of BBB Foods Inc. is a shareholder of Bolton Partners Ltd., an entity that has significant influence over BBB Foods Inc. (See Notes 1 and 22).
  • Debt:

The Company’s debt is as follows:

March 31, <br>2026 December 31,<br>2025
Short-term debt:
Short-term financing of transportation and store equipment Ps. 180,802 Ps. 143,057
Supplier finance arrangements (Note 11) 1,269,148 1,119,196
Santander and HSBC credit lines 46,722 844,791
Total short-term debt Ps. 1,496,672 Ps. 2,107,044
Long-term debt:
Long-term financing of transportation and store equipment Ps. 207,706 Ps. 141,907
Total debt Ps. 1,704,378 Ps. 2,248,951

Financing of transportation and store equipment

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

Page 15

BBB Foods Inc. and Subsidiaries

Notes to the Unaudited Interim Condensed Consolidated Financial Statements

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

Institution Concept Effective rate Remaining<br>contract period(1) March 31, <br>2026 December 31, 2025
Daimler Chrysler Financial Services Transportation equipment 12.20 to12.90 1 year Ps. 162,704 Ps. 142,635
Daimler Chrysler Financial Services Transportation equipment 12.30 to12.90 4 years 187,930 141,907
ALD Market Innovation Cooling equipment 10.00 1 year 285 422
COREFRI Refrigeración, S. A. de C. V. Cooling equipment 10.50 1 year 17,813 -
COREFRI Refrigeración, S. A. de C. V. Cooling equipment 10.50 2 years 19,776 -
Total 388,508 284,964
Total Short-term (180,802 ) (143,057 )
Total Long-term Ps. 207,706 Ps. 141,907
  • Relates to the remaining period of the contract. Nevertheless, multiple contracts are included in each row. In addition, the value of the contract for 1 year and for more than one year is included.

Supplier finance arrangements (See Note 11)

March 31, <br>2026 December 31, 2025
HSBC Ps. 562,448 Ps. 593,119
Santander 706,700 526,077
Total Ps. 1,269,148 Ps. 1,119,196

Santander

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

Page 16

BBB Foods Inc. and Subsidiaries

Notes to the Unaudited Interim Condensed Consolidated Financial Statements

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

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

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

HSBC

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

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

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

Santander and HSBC credit lines

Effective Rate Remaining Contract Period March 31, <br>2026 December 31, 2025
Santander credit line TIIEF + 2.00 1 Year Ps. 46,722 Ps. 424,791
HSBC credit line TIIE + 2.00 1 Year Ps. Ps. 420,000

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

Page 17

BBB Foods Inc. and Subsidiaries

Notes to the Unaudited Interim Condensed Consolidated Financial Statements

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

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

  • Supplier finance arrangements:

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

March 31, <br>2026 December 31, <br>2025
Recognized in debt (See Note 10) Ps. 1,269,148 Ps. 1,119,196

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

March 31, <br>2026 December 31, <br>2025
Recognized in debt (See Note 10) Ps. 1,269,148 Ps. 1,119,196

The ranges of payment due dates are:

2026 2025
Liabilities under supplier finance arrangement 45-75 45-75
Comparable trade payables that are not part of the supplier finance arrangement 45-60 45-60

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

  • Lease liabilities:

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

Page 18

BBB Foods Inc. and Subsidiaries

Notes to the Unaudited Interim Condensed Consolidated Financial Statements

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

March 31, <br>2026 December 31, 2025
Lease liabilities:
Current Ps. 1,252,739 Ps. 1,118,382
Non-current 11,637,319 10,612,062
Total Ps. 12,890,058 Ps. 11,730,444

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

Building Transportation<br>equipment Store<br>equipment Total
Lease liabilities as of January 1, 2025 Ps. 7,939,942 Ps. 143,489 Ps. 82,059 Ps. 8,165,490
New leases 3,750,785 124,981 427,990 4,303,756
Interest expense 1,312,761 58,131 49,295 1,420,187
Principal and interest payments (1,832,813) (115,455) (210,721) (2,158,989)
Lease liabilities as of December 31, 2025 Ps. 11,170,675 Ps. 211,146 Ps. 348,623 Ps. 11,730,444
New leases 1,142,031 77,078 151,915 1,371,024
Interest expense 388,310 20,599 18,723 427,632
Principal and interest payments (534,414) (38,995) (65,633) (639,042)
Lease liabilities as of March 31, 2026 Ps. 12,166,602 Ps. 269,828 Ps. 453,628 Ps. 12,890,058

The following are the amounts recognized in profit or loss:

For the three-month periods ended
March 31, <br>2026 March 31, <br>2025
Depreciation expense of right-of-use assets Ps. 311,297 Ps. 220,927
Interest expense on lease liabilities 427,632 305,439
Expense relating to leases of low-value assets and short-term leases (included in sales expenses and cost of sales) 6,553 11,271
Total amount recognized in profit or loss Ps. 745,482 Ps. 537,637

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

  • Income tax:

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

Page 19

BBB Foods Inc. and Subsidiaries

Notes to the Unaudited Interim Condensed Consolidated Financial Statements

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

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

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

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

  • Cost and expenses by nature:

The cost of sales is comprised as shown below:

For the three-month periods ended
March 31, <br>2026 March 31, <br>2025
Cost of merchandise and logistic costs Ps. 19,061,326 Ps. 14,320,629
Depreciation of properties, furniture, equipment, and leasehold improvements 47,689 37,205
Depreciation of right-of-use asset 47,329 30,419
Cost of sales Ps. 19,156,344 Ps. 14,388,253

The sales and administrative expenses are as follows:

Page 20

BBB Foods Inc. and Subsidiaries

Notes to the Unaudited Interim Condensed Consolidated Financial Statements

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

For the three-month periods ended
March 31, <br>2026 March 31, <br>2025
Personnel expenses Ps. 1,660,665 Ps. 1,202,042
Depreciation and amortization 475,653 340,071
Cash-in-transit services, surveillance and maintenance 245,108 200,259
Energy, fuel, and lubricants 226,857 159,438
Share-based payments (Note 18) 721,505 213,290
Advertising 30,373 36,717
Other taxes and rights 113,629 54,146
Professional services 96,686 119,207
Other 172,985 143,529
Total sales and administrative expenses Ps. 3,743,461 Ps. 2,468,699
  • Financial costs - Net:

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

For the three-month periods ended
March 31, <br>2026 March 31, <br>2025
Financial income:
Interest income Ps. 10,401 Ps. 7,605
Interest generated by short-term bank deposits 21,685 28,339
Other commissions 3,998 1,835
Financial income Ps. 36,084 Ps. 37,779
Financial costs:
Interest cost on lease liabilities (427,632 ) (305,439 )
Supplier finance arrangements and other commissions (4,417 ) (1,826 )
Interest cost on credit lines (14,953 ) (3,379 )
Interest cost on financing of transportation and store equipment (debt) (9,325 ) (7,823 )
Financial cost on employees' benefits (976 )
Financial costs Ps. (457,303 ) Ps. (318,467 )
Exchange rate fluctuation:
Gain for exchange rate fluctuation 16,675 9,711
Loss for exchange rate fluctuation (319 ) (896 )
Gain for exchange rate fluctuation Ps. 16,356 Ps. 8,815
Financial costs - Net Ps. (404,863 ) Ps. (271,873 )
  • Stockholders' equity:

Secondary Offering

Page 21

BBB Foods Inc. and Subsidiaries

Notes to the Unaudited Interim Condensed Consolidated Financial Statements

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

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

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

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

Vested RSUs

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

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

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

Description Number of shares Total value
As of January 1, 2025 112,200,752 Ps. 8,283,347
Exercised Options 2,566,053 29,681
As of March 31, 2025 114,766,805 Ps. 8,313,028
Description Number of shares Total value
As of January 1, 2026 116,735,138 Ps. 9,325,356
Vested RSUs 1,122,011 601,780
As of March 31, 2026 117,857,149 Ps. 9,927,136

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

Page 22

BBB Foods Inc. and Subsidiaries

Notes to the Unaudited Interim Condensed Consolidated Financial Statements

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

Description Number of shares Total value
Class A 62,638,444 Ps. 8,300,544
Class B 5,200,000 19,569
Class C 50,018,705 1,607,023
Total 117,857,149 Ps. 9,927,136

The Company’s classes of shares are described below:

Class A Common Shares

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

Class B Common Shares

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

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

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

Page 23

BBB Foods Inc. and Subsidiaries

Notes to the Unaudited Interim Condensed Consolidated Financial Statements

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

Class C Common Shares

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

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

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

  • Earnings (loss) per share:

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

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

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

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

Page 24

BBB Foods Inc. and Subsidiaries

Notes to the Unaudited Interim Condensed Consolidated Financial Statements

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

For the three-month periods ended
March 31, <br>2026 March 31, <br>2025
Net (loss) income available to common stockholders (basic) Ps. (558,259 ) Ps. (86,979 )
Weighted average common shares 117,239,083 113,844,994
Basic (losses) earnings per share Ps. (4.76 ) Ps. (0.76 )
Net (loss) income available to common stockholders (diluted) Ps. (558,259 ) Ps. (86,979 )
Diluted weighted average common shares 117,239,083 113,844,994
Diluted (losses) earnings per share Ps. (4.76 ) Ps. (0.76 )
  • Share-based payments:

Legacy Plan

Common Options

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

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

Number of share options
Outstanding as of January 1, 2025 33,498,750
Granted during the year
Exercised during the year (2,093,449 )
Cancelled during the year (93,466 )
Forfeited during the year (487,500 )
Outstanding as of December 31, 2025 30,824,335
Exercisable as of December 31, 2025
Granted during the three-month period
Exercised during the three-month period
Cancelled during the three-month period
Forfeited during the three-month period
Outstanding as of March 31, 2026 30,824,335
Exercisable as of March 31, 2026

Exit Options

Page 25

BBB Foods Inc. and Subsidiaries

Notes to the Unaudited Interim Condensed Consolidated Financial Statements

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

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

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

Number of <br>share options
Outstanding as of January 1, 2025 7,444,974
Granted during the year
Exercised during the year (472,604 )
Cancelled during the year (51,393 )
Outstanding as of December 31, 2025 6,920,977
Exercisable as of December 31, 2025
Granted during the three-month period
Exercised during the three-month period
Cancelled during the three-month period
Forfeited during the three-month period
Outstanding as of March 31, 2026 6,920,977
Exercisable as of March 31, 2026

2024 Post-IPO Equity Incentive Plan

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

Number of <br>share options
Outstanding as of January 1, 2025 1,310,000
Granted during the year 2,860,000
Forfeited during the year (80,000 )
Outstanding as of December 31, 2025 4,090,000
Exercisable as of December 31, 2025
Granted during the three-month period
Forfeited during the three-month period
Outstanding as of March 31, 2026 4,090,000
Exercisable as of March 31, 2026

Page 26

BBB Foods Inc. and Subsidiaries

Notes to the Unaudited Interim Condensed Consolidated Financial Statements

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

Restricted Stock Units (“RSUs”)

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

Number of <br>RSUs
Outstanding as of January 1, 2025 585,000
Granted during the year 541,000
Vested RSUs during the year (93,333 )
Forfeited during the year
Outstanding as of December 31, 2025 1,032,667
Granted during the three-month period
Vested RSUs during the three-month period (497,003 )
Forfeited during the year
Outstanding as of March 31, 2026 535,664

Liquidity Event Share Plan

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

Page 27

BBB Foods Inc. and Subsidiaries

Notes to the Unaudited Interim Condensed Consolidated Financial Statements

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

Number of <br>RSUs
Outstanding as of January 1, 2025
Granted during the year 7,500,000
Vested RSUs during the year (1,875,000 )
Outstanding as of December 31, 2025 5,625,000
Granted during the three-month period
Vested RSUs during the three-month period (625,008 )
Outstanding as of March 31, 2026 4,999,992
Exercisable as of March 31, 2026

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

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

For the three-month periods ended
March 31, <br>2026 March 31, <br>2025
Options granted - 2004 Option Plan Ps. 56,632 Ps. 100,174
Options granted - 2024 Equity Incentive Plan 131,126 46,253
RSUs granted - 2024 Equity Incentive Plan 62,060 66,863
RSUs granted - Liquidity Event Share Plan 471,687
Share-based payments Ps. 721,505 Ps. 213,290
  • Subsequent events:

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

  • Contingencies:

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

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

Page 28

EX-99.2

Exhibit 99.2

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

References herein to "Tiendas 3B," the "Company," "we," "our," "us" and similar terms are to BBB Foods Inc., together with its consolidated subsidiaries. The term "Mexican peso" and the symbol "Ps." refer to the legal currency of Mexico, and the term "U.S. dollar" refers to the legal currency of the United States.

This exhibit contains forward-looking statements that involve risks and uncertainties. Our actual results and the timing of events may differ significantly from those expressed or implied in such forward-looking statements for several reasons, including those described under “Special Note Regarding Forward-Looking Statements” and “Item 3. Key Information—D. Risk Factors” in our annual report on Form 20-F for the year ended December 31, 2025, filed with the SEC on April 2, 2026 (our "2025 Annual Report").

Our consolidated financial statements and interim condensed consolidated financial statements are presented in thousands of Mexican pesos, except as otherwise specified.

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.

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. 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.

The Tiendas 3B product range consists of approximately 850 to 900 SKUs of branded and private label products, plus an assortment of 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. For 2025 and the three months ended March 31, 2026, branded products represented 35.9% and 33.3% 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 2025 and the three months ended March 31, 2026, private label products represented 58.2% and 60.7% 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 2025 and the three months ended March 31, 2026, our spot products represented 5.7% and 5.9% of our sales, respectively.

The following analysis and discussion of our financial condition and results of operations as of March 31, 2026 and for the three months ended March 31, 2026 and 2025 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, included in our 2025 Annual Report, our unaudited interim condensed consolidated financial statements as of March 31, 2026 and for the three-month periods ended March 31, 2026 and 2025, included as Exhibit 99.1 to this report on Form 6-K, and the information set forth under “Presentation of Financial and Other Information” in our 2025 Annual Report. We intend for this discussion to provide the reader with information that will assist in understanding our financial statements, the changes in certain key items in those financial statements from period to period and the primary factors that accounted for those changes. We also discuss certain performance metrics that management uses to assess our performance.

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. While improvements in economic conditions generally lead to increased spending, our business model naturally hedges against downturns as consumers seek affordability during economically challenging times. When economic conditions improve, we tend to retain these captured customers as they appreciate our focus not only on price but also on quality. Macroeconomic factors that can affect customer spending patterns, and thereby our results of operations, include employment rates, inflation, business conditions, the availability of credit, interest rates, flow of remittances from abroad, tax rates and fuel and energy costs.

Product mix, consumer preferences and demand. Our ability to continue appealing to existing customers and attract new ones depends on our capacity to originate, develop, and offer a compelling product assortment of private labels and branded products that is aligned to customer preferences. Although most of our products are staples, misjudging the market for our products may result in excess inventories or lower sales, impacting our sales growth and profitability.

Materialization of infrastructure investment to support growth. Our historical operating results reflect the impact of our ongoing investments to support our growth, including store expansion investments as well as in our proprietary warehouse and distribution network. We have made significant investments in our business that we believe have laid the foundation for continued profitable growth. We believe that strengthening our management team and enhancing our information systems, including our regional management, will enable us to support our continued growth and allow scaling our profitable business model.

Effective sourcing and distribution of products. Our sales and gross profit are affected by our ability to purchase the products we sell in sufficient quantities at competitive prices. We believe our suppliers have adequate capacity to meet our current and anticipated demand, in part because we collaborate and coordinate closely with them on the development of our private label products. 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. Any disruption in our supply chain could adversely affect our sales and profitability, including due to an inability to procure and stock sufficient quantities of merchandise to match market demand and our expansion plans resulting in lost sales.

Inflation and deflation trends. Our financial results can be directly impacted by substantial increases in product costs due to commodity cost increases or general inflation, which could lead to a reduction in our sales as well as greater margin pressure if costs cannot be passed on to consumers. To date, changes in general inflation have not materially impacted our business. In response to increasing general inflation, we seek to minimize the impact of such events by sourcing our merchandise from different vendors, changing our product mix and increasing our pricing when necessary.

Natural disasters and unusual weather conditions (whether or not caused by climate change). The occurrence of one or more natural disasters, such as hurricanes, fires, floods, tornadoes, earthquakes or unusual weather conditions. 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 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 or provide other support functions to our stores and through lost sales. These events also could affect consumer shopping patterns or prevent customers from reaching our stores, which could lead to lost sales and higher markdowns, new store or distribution center opening delays, 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 and disruption of our utility services or information systems. These events may also increase the costs of insurance if they result in significant loss of property or other insurable damage by us or in the market more generally. In the past, hurricanes impacting the coast of the state of Guerrero caused extensive damage and temporary store closures and a reassessment of our growth plan in that region.

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. 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.

Sales of Recyclables

Sales of recyclables includes sales of ancillary materials used in our day-to-day operations, such as cardboard and stretch film, net of costs of delivery of these products based on established contractual terms and conditions.

Cost of Sales

Cost of sales represents the cost of merchandise that is sold at our stores, including logistics costs incurred in bringing each product to the final point of sale and warehousing costs, as well as depreciation of properties, furniture, equipment and leasehold improvements, right-of-use assets and shrinkage.

Gross Profit

Gross profit is equal to revenue from sales of merchandise and sales of recyclables net of cost of sales.

Sales Expenses

Sales expenses generally consist of expenses relating to our stores and the operation of our stores, including wages and salaries of store employees, depreciation of properties, furniture, equipment and leasehold improvements and right-of-use assets, amortization of intangible assets, energy expenses, social security contributions relating to store employees, maintenance and conservation expenses and cash-in-transit services.

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.

Other Income—Net

Other income includes a variety of income streams, including revenues from asset disposals, reimbursement of costs, and insurance proceeds, among others.

Operating Profit

Operating profit is equal to gross profit net of sales expenses, administrative expenses, plus other income—net.

Financial Income

Financial income is comprised of interest generated on accounts or investments held by us.

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. Gains and losses on exchange fluctuations resulting from such transactions and for conversion at the exchange rates at the end of the year of monetary assets and liabilities denominated in foreign currency are recognized as exchange rate fluctuation gain or loss. 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.

Results of Operations

For the Three Months Ended March 31, 2026 compared to the Three Months Ended March 31, 2025

The following table presents data derived from our interim condensed consolidated statement of comprehensive income for the periods indicated:

For the Three-Month Periods Ended March 31, Variation <br>(%)
2026 2025
(thousands of Ps.)
Sales of merchandise Ps. 22,828,010 Ps. 17,105,497 33.5 %
Sales of recyclables 32,336 26,291 23.0 %
Total revenue 22,860,346 17,131,788 33.4 %
Cost of sales (19,156,344) (14,388,253) 33.1 %
Gross profit 3,704,002 2,743,535 35.0 %
Sales expenses (2,364,285) (1,763,113) 34.1 %
Administrative expenses (1,379,176) (705,586) 95.5 %
Other income – Net 21,029 22,579 (6.9) %
Operating (loss) profit (18,430) 297,415 (106.2) %
Financial income 36,084 37,779 (4.5) %
Financial costs (457,303) (318,467) 43.6 %
Exchange rate fluctuation 16,356 8,815 85.5 %
Financial costs – Net (404,863) (271,873) 48.9 %
(Loss) profit before income tax (423,293) 25,542 (1,757.2) %
Income tax expense (134,966) (112,521) 19.9 %
Consolidated net loss for the period Ps. (558,259) Ps. (86,979) 541.8 %

Revenue from Sales of Merchandise

Revenue from sales of merchandise increased 33.5% to Ps.22,828,010 thousand for the three-month period ended March 31, 2026 from Ps.17,105,497 thousand for the three-month period ended March 31, 2025. Most of this increase was driven by sales from stores that have been operating for more than one year, and, to a lesser extent, the incremental sales from 580 net new stores opened since March 31, 2025. During the three-month period ended March 31, 2026 we experienced an 18.0% increase in the number of transactions, to 223 million transactions as compared to 189 million in the three-month period ended March 31, 2025. We also saw an increase in average ticket, from Ps.90.3 for the three months ended March 31, 2025 to Ps.102.6 for the three months ended March 31, 2026, an increase of 13.6%, mostly driven by an increase in items per ticket. Same Store Sales for the three-month period ended March 31, 2026 increased by 16.0%.

Sales of Recyclables

Sales of recyclables increased 23.0% to Ps.32,336 thousand for the three-month period ended March 31, 2026 from Ps.26,291 thousand for the three-month period ended March 31, 2025. The increase was mainly driven by an increase in sales, partially offset by a decrease in the cardboard price per ton.

Cost of Sales

Cost of sales increased 33.1% to Ps.19,156,344 thousand for the three-month period ended March 31, 2026 from Ps. 14,388,253 thousand for the three-month period ended March 31, 2025. The increase was attributable mainly to the increase in sales in existing stores and new stores. Our cost of sales as a percentage of total revenue was 83.8% and 84.0% for the three-month periods ended March 31, 2026 and 2025, respectively.

Gross Profit

Gross profit increased 35.0% to Ps.3,704,002 thousand for the three-month period ended March 31, 2026 from Ps.2,743,535 thousand for the three-month period ended March 31, 2025, and our gross profit margin, calculated as gross profit as a percentage of total revenue, was 16.2% and 16.0% for the three-month periods ended March 31, 2026 and 2025, respectively.

Sales Expenses

Sales expenses increased 34.1% to Ps.2,364,285 thousand for the three-month period ended March 31, 2026 from Ps.1,763,113 thousand for the three-month period ended March 31, 2025. Our sales expenses as a percentage of total revenue was 10.3% for the three-month periods ended March 31, 2026 and 2025. The increase in sales expenses was largely derived from the opening of new stores and an increase in headcount required to operate them.

Administrative Expenses

Administrative expenses increased 95.5% to Ps.1,379,176 thousand for the three-month period ended March 31, 2026 from Ps.705,586 thousand for the three-month period ended March 31, 2025. Our administrative expenses, as a percentage of total revenue, were 6.0% and 4.1% for the three-month periods ended March 31, 2026 and 2025, respectively. The increase in administrative expenses was principally due to (i) higher non-cash share-based payment expense, including the recognition of the Liquidity Event Share Plan adopted in February 2024 and granted by the Board of Directors in June 2025, subject to a quarterly vesting schedule, (ii) the hiring of additional headquarters personnel to support growth, and (iii) the expansion of regional operations as we opened new regions. Expenses recognized in respect of grants under our share-based compensation plan during the three-month periods ended March 31, 2026 and 2025 were Ps.721,505 thousand and Ps.213,290 thousand, respectively.

Other Income-Net

Other income-net for the three-month period ended March 31, 2026 was Ps.21,029 thousand, as compared to other income-net of Ps.22,579 thousand for the three-month period ended March 31, 2025. As a percentage of total revenue, other income-net remained flat at 0.1% for the three-month periods ended March 31, 2026 and 2025.

Operating (Loss) Profit

Operating loss was Ps.18,430 thousand for the three-month period ended March 31, 2026, compared to operating profit of Ps.297,415 thousand for the three-month period ended March 31, 2025, representing (0.1%) and 1.7% of total revenue for the three-month periods ended March 31, 2026 and 2025, respectively. The operating loss in 2026 was primarily driven by an increase in share-based payment expense recognition during the three-months period ended March 31, 2026. In addition, operating results for the period were impacted by strategic investments in new regions and initiatives aimed at strengthening the Company’s talent pool.

Financial Income

Financial income decreased 4.5% to Ps.36,084 thousand for the three-month period ended March 31, 2026 from Ps.37,779 thousand for the three-month period ended March 31, 2025. The decrease was primarily due to lower interest rates on the investments held by the Company.

Financial Costs

Financial costs increased 43.6% to Ps.457,303 thousand for the three-month period ended March 31, 2026 from Ps.318,467 thousand for the three-month period ended March 31, 2025. This increase was primarily driven by an increase in interest payment on leases to Ps.427,632 thousand for the three-month period ended March 31, 2026 from Ps.305,439 thousand for the three-month period ended March 31, 2025 in connection with incremental lease agreements for our expanding store base.

Exchange Rate Fluctuation

Exchange rate fluctuation gain increased to Ps.16,356 thousand for the three-month period ended March 31, 2026, from Ps.8,815 thousand for the three-month period ended March 31, 2025. The increase was driven by an increase in our foreign exchange monetary position for the three-month period ended March 31, 2026 compared to the three-month period ended March 31, 2025. This increase was partially offset by the appreciation of the Mexican peso against the U.S. dollar. Given our net exposure to U.S. dollar-denominated financial assets, primarily short-term bank deposits of the proceeds from our IPO, we recognized a gain upon translating the U.S. dollar value of those assets into Mexican pesos. See Note 15 to our interim condensed consolidated financial statements as of March 31, 2026 for further information.

Financial Costs-Net

Financial costs-net increased 48.9% to Ps.404,863 thousand for the three-month period ended March 31, 2026 from Ps.271,873 thousand for the three-month period ended March 31, 2025.

(Loss) Profit Before Income Tax

For the reasons described above, loss before income tax was Ps.423,293 thousand for the three-month period ended March 31, 2026 as compared to a profit before income tax of Ps.25,542 thousand for the three-month period ended March 31, 2025.

Income Tax Expense

Income tax expense increased 19.9% to Ps.134,966 thousand for the three-month period ended March 31, 2026 from Ps.112,521 thousand for the three-month period ended March 31, 2025. This change was primarily driven by an increase in taxable income.

Net (Loss) Profit for the Period

For the reasons described above, net loss was Ps.558,259 thousand for the three-month period ended March 31, 2026 as compared to a net loss of Ps.86,979 thousand for the three-month period ended March 31, 2025.

Liquidity and Capital Resources

Overview

Liquidity represents our ability to generate sufficient cash flows from operating activities to meet our obligations as well as our ability to obtain appropriate financing.

As a result of our inventory and account payables management strategy, we generally rely on our positive cash flow dynamics as a source of financing for our operations and expansion. We have historically benefited from our working capital dynamic driven from our favorable payable terms relative to the high rotation of our inventory and minimal receivable balances, as most of our sales from merchandise are received in cash at the time of sale. As a result, we can generate a significant amount of negative working capital from such timing differences. Our working capital, calculated as current assets minus current liabilities, was negative as of March 31, 2026 and 2025, in the amounts of Ps.6,365,299 thousand and Ps.3,046,496 thousand, respectively. As of March 31, 2026 and 2025, our total current assets amounted to Ps.9,699,768 thousand and Ps.8,714,762 thousand, respectively.

We have also used certain amounts of short-term and long-term debt with third parties to supplement our cash flows. As of March 31, 2026 and 2025, our long-term debt with third parties consisted of Ps.207,706 thousand and Ps.128,238 thousand, respectively.

We have entered into a supplier finance arrangement with Banco Santander Mexico, S.A., Institución de Banca Múltiple, Grupo Financiero Santander México (“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 by the earlier of: (x) the date Santander pays the supplier plus the number of credit days originally agreed to with the supplier, and (y) 90 days after the supplier collects the invoice from Santander. The aggregate limit of amounts that may be invoiced under this supplier finance arrangement is Ps.800,000 thousand. Together with the revolving credit facility line described below (for an aggregate principal amount of Ps.426,000 thousand), the aggregate principal amount financeable under the Santander arrangements is Ps.1,226,000 thousand. 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. Cash flows from 419 stores are deposited in a bi-weekly minimum aggregate amount of Ps.300,000 thousand in the trust account as a pass-through and released to our treasury on a daily basis, as long as no payment default occurs. This trust also serves as an alternative source of payment for a revolving credit facility line we entered into with Santander for an aggregate principal amount of Ps.426,000 thousand. See Note 10 to our interim condensed consolidated financial statements as of March 31, 2026 and for the three-month periods ended March 31, 2026 and 2025, included as Exhibit 99.1 to this report on Form 6-K, for more information about this arrangement.

We and HSBC Mexico, S.A., Institución de Banca Múltiple, Grupo Financiero HSBC (“HSBC”) have entered into a supplier finance arrangement (the “HSBC Supplier Finance Agreement”) and a revolving credit facility (the “HSBC Credit Line,” and together with the HSBC Supplier Finance Agreement, the “HSBC Agreement”). Effective September 17, 2025, the aggregate principal amount financeable under the HSBC Agreement is Ps.1,100,000 thousand. Pursuant to the terms of the HSBC Supplier Finance Agreement, participating suppliers may discount their invoices with HSBC, and they will receive the original invoice amount discounted at an agreed rate and we will then pay HSBC the original amount by the earlier of: (x) the date HSBC pays the supplier plus the number of credit days originally agreed to with the supplier, and (y) 90 days after the supplier collects the invoice from HSBC. The supplier selects the invoices to be discounted in accordance with the terms of this program. Once paid, such invoices are novated and the liability of the Company therefor is extinguished. Invoices that are not discounted with HSBC are payable to the supplier at the original maturity date. There are no commissions or interest payable to HSBC when invoices are discounted. In addition, under the terms of the HSBC Agreement, the Company must comply with certain covenants, including restrictions on dividends. 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 must be deposited (as a pass-through) on the trust each month. However, the deposits are released daily to us so long as no payment default occurs.

We also maintain a syndicated loan facility which we entered into on September 10, 2025, which provides for credit in an aggregate principal amount of Ps.1,065,000 thousand, for potential long-term financing needs, with no amounts drawn as of the date of this current report.

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. Our future capital requirements and the adequacy of available funds will depend on many factors, including those described under “Item 3. Key Information—D. Risk Factors” of our 2025 Annual Report. In addition, the impact of elevated 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.

Cash Flows

The following table sets forth certain consolidated cash flow information for the periods indicated:

For the Three Months Ended March 31,
2026 2025
(thousands of Ps.)
Net cash flows provided by operating activities Ps. 1,960,664 Ps. 1,194,848
Net cash flows used in investing activities (683,204) (510,429)
Net cash flows used in financing activities (1,362,452) (565,514)
(Decrease) increase in cash and cash equivalents (84,992) 118,905
Effect of foreign exchange movements on cash balances 1,263 1,234
Net (decrease) increase in cash and cash equivalents Ps. (83,729) Ps. 120,139

Net Cash Provided by Operating Activities

Net cash provided by operating activities was Ps.1,960,664 thousand and Ps.1,194,848 thousand for the three-month periods ended March 31, 2026 and 2025, respectively. Net cash provided by operating activities for the three-month period ended March 31, 2026 increased by Ps.765,816 thousand as compared to the three-month period ended March 31, 2025. This increase was primarily due to our favorable payable terms on inventory, which led to an increase in suppliers and other current liabilities.

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. 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.683,204 thousand and Ps.510,429 thousand for the three-month periods ended March 31, 2026 and 2025, respectively.

Net cash used in investing activities increased by Ps.172,775 thousand for the three-month period ended March 31, 2026 as compared to the three-month period ended March 31, 2025, mainly due to an increase in leasehold improvements and the expansion of our pipeline of stores and distribution centers during the three-month period ended March 31, 2026, which led to higher purchases of property and equipment and cold room installations.

Net Cash 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. Transactions with non-controlling interest shareholders, if any, would also be classified as cash flows from financing activities.

Net cash used in financing activities was Ps.1,362,452 thousand for the three-month period ended March 31, 2026, compared to net cash used in financing activities of Ps.565,514 thousand for the three-month period ended March 31, 2025.

Net cash used in financing activities increased by Ps.796,938 thousand for the three-month period ended March 31, 2026 as compared to net cash used in financing activities for the three-month period ended March 31, 2025, mainly driven by an increase in payments under our credit lines with Santander and HSBC and higher interest payments on leases.

Capital Expenditures

We make, and expect to continue to make, capital expenditures for store openings, renovation of existing stores and distribution centers, acquisitions of store equipment and transportation equipment, including as right-of-use assets, and investments in software.

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 have been and will be funded through our operating activities. Out of that annual budget, we deployed Ps.1,089,705 thousand, or approximately 21% of the total, of which Ps.706,574 thousand was funded through cash for investing activities for the purchase of property, furniture, equipment and leasehold improvements, during the three months ended March 31, 2026. This compares to a deployment of Ps.736,305 thousand for the three months ended March 31, 2025, of which Ps.541,253 thousand was funded through cash for investing activities for the purchase of property, furniture, equipment and leasehold improvements. Our cash for investing activities for the purchase of property, furniture, equipment and leasehold improvements represented 3.1% and 3.2% of our total revenue for the three-month periods ended March 31, 2026 and 2025, respectively.

We expect to fund our capital expenditures program with a combination of cash flows from operations and additional financing. 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

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.

EX-99.3

Exhibit 99.3

RECENT DEVELOPMENTS

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

Shareholders Meeting and Board Elections

On April 29, 2026, we held our Annual General Meeting of Shareholders, where K. Anthony Hatoum and Juan Pablo Cappello were re-elected as Class II directors of the Company. Our shareholders also elected Halil Erdogmus as a Class II director of the Company for the first time, in place of Alexis Meffre, who elected not to stand for re-election. We are thankful to Mr. Meffre for his service on our board during a transformational time for our Company.

Proceedings Against Payment Terminal Provider

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

Other Recent Developments

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

Non-IFRS Financial Measures and Key Operating Metrics

Non-IFRS Financial Measures

For the convenience of investors, we present certain non-IFRS financial measures, which are not recognized under IFRS. A non-IFRS financial measure is generally defined as one that purports to measure financial performance but excludes or includes amounts that would not be so adjusted in the most comparable IFRS measure.

Non-IFRS financial measures do not have standardized meanings and may not be directly comparable to similarly titled measures adopted by other companies. These non-IFRS financial measures are used by our management for decision-making purposes and to assess our financial and operating performance, generate future operating plans and make strategic decisions regarding the allocation of capital. The non-IFRS measures presented herein have limitations as analytical tools, and you should not consider them in isolation or as substitutes for analysis of our results of operations presented in accordance with IFRS. Additionally, our calculations of non-IFRS measures may be different from the calculations used by other companies, including our competitors, and therefore, our measures may not be comparable to those of other companies.

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

All values are in US Dollars.

  • Translated into U.S. dollars for convenience only at the rate of Ps.18.0667 per US$1.00, the exchange rate to pay foreign currency denominated obligations due on March 31, 2026 published by the Mexican Central Bank in the Official Gazette.

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

EBITDA Calculations

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

  • our cash expenditures, future requirements for capital expenditures or contractual commitments;
  • changes in, or cash requirements for, our working capital needs;
  • our depreciation or amortization;
  • our interest expense; and
  • any cash income taxes we may be required to pay.

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

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

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

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

As of March 31, As of December 31,
2026 2025 2025 2024 2023
(thousands of Ps. unless indicated otherwise)
Net (loss) profit for the period Ps. (558,259 ) Ps. (86,979 ) Ps. (2,839,571 ) Ps. 334,422 Ps. (306,153 )
Income tax expense 134,966 112,521 443,751 383,124 205,248
Financial costs – net 404,863 271,873 1,720,590 610,963 894,768
Total depreciation and<br>   amortization(1) 572,629 407,695 1,899,144 1,518,599 1,089,095
EBITDA 554,199 705,110 1,223,914 2,847,108 1,882,958
Share-based compensation expense 721,505 213,290 2,930,222 523,143 384,566
Account receivable write-off - - 230,151 - -
Adjusted EBITDA 1,275,704 918,400 4,384,287 3,370,251 2,267,524
Total revenue Ps. 22,860,346 Ps. 17,131,788 Ps. 78,152,943 Ps. 57,439,019 Ps. 44,078,459
Net margin (%)(2) (2.4 %) (0.5 %) (3.6 %) 0.6 % (0.7 %)
EBITDA Margin (%) 2.4 % 4.1 % 1.6 % 5.0 % 4.3 %
Adjusted EBITDA Margin (%) 5.6 % 5.4 % 5.6 % 5.9 % 5.1 %
Other financial data
Lease payments(3) 639,042 449,561 2,158,989 1,544,477 1,186,260
  • Consistent with lease accounting required under IFRS 16, total depreciation and amortization includes the depreciation expense of right-of-use-asset corresponding to long-term leases, which is a non-cash expense. Such amount, together with the interest expense on lease liabilities, is a proxy for but not equal to the Company’s actual cash expenditure incurred in connection with its leased properties.

  • Net margin is calculated as net (loss) profit for the period divided by total revenue.

  • Equals the actual cash expenditure of the Company in connection with its leases as reflected in its financial statements.

Key Operating Metrics

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

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

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

Same Store Sales

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

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

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

Inventory Days

We calculate “Inventory Days” to be the average of beginning and end of period inventory balance, divided by cost of sales for the period and multiplied by the number of days during the period. Inventory Days measures the average number of days we keep inventory on hand before selling the product. This operating metric allows us to track our inventory management policies and observe how quickly we are able to rotate inventory, which is key to our cash conversion cycle.

Payable Days

We calculate “Payable Days” to be the sum of the average of beginning and end of period balance of suppliers and accounts payable and accrued expenses, divided by cost of sales for the period and multiplied by the number of days during the period. Payable Days measures the average number of days that it takes us to pay suppliers after receiving goods or services. This metric allows us to track the terms of payment policies with suppliers and our ability to finance our operations through agreements with our suppliers.