HIGHLIGHTS
FIRST qUARTER 2026
-
Opened 123 net new stores during the quarter, reaching 3,469 stores as of
March 31, 2026 . -
Ps. 22,860 million total revenue for 1Q26.
- 33.4% revenue growth compared to 1Q25.
- Same Store Sales grew 16.0% compared to 1Q25.
-
EBITDAwasPs. 554 million in 1Q26, compared to Ps. 705 million in 1Q25.
- Excluding non-cash share-based payment expense of Ps. 722 million, EBITDA reached Ps. 1,276 million, an increase of 38.9% compared to 1Q25. Please refer to the Additional Disclosures section for further details.
MESSAGE FROM THE CHAIRMAN AND CEO
We delivered a strong start to 2026. In the first quarter, we opened 123 net new stores, bringing our total store base to 3,469 units. Despite a soft consumer environment in
We remain among the fastest-growing retailers globally. Total revenue for 1Q26 reached Ps. 22,860 million, an increase of 33.4% versus 1Q25, driven by robust SSS growth and the continued expansion of our store network.
EBITDA, excluding the impact of the non-cash share-based payment, was Ps. 1,276 million, up 38.9% year-over-year. Reported EBITDA was Ps. 554 million and includes the effect of this non-cash share-based payment.
While EBITDA margin is an important indicator that we expect will continue to improve over time, we do not manage the business to meet a specific quarterly margin target. Instead, we focus on execution: opening successful stores, continuously enhancing value for our customers, and improving operational efficiency. This we believe creates long-term shareholder value and sustains our competitive advantages.
We maintain a focus on cash generation. Our business generates cash both from operations and from structurally negative working capital, driven by strong sales growth, healthy margins, stable payables, and rapid inventory turnover.
Our business model continues to be robust, resilient, and highly scalable. As we grow, we remain committed to getting the fundamentals right: delivering outstanding value to customers, maintaining disciplined execution, and driving ongoing productivity and efficiency gains.
We are encouraged by our momentum heading into the rest of the year and remain confident in our ability to continue delivering long-term value for our customers, employees, and shareholders.
Thank you for your continued trust and support.
FINANCIAL RESULTS
|
1Q26 CONSOLIDATED RESULTS |
||||||
|
(In Ps. Million, except percentages) |
||||||
|
|
1Q26 |
As % of Revenue |
1Q25 |
As % of Revenue |
Growth (%) |
Margin Variation (Bps) |
|
Total Revenue |
Ps. 22,860 |
100.0% |
Ps. 17,132 |
100.0% |
33.4% |
n.m. |
|
Gross Profit |
Ps. 3,704 |
16.2% |
Ps. 2,744 |
16.0% |
35.0% |
19 bps |
|
Sales Expenses |
(Ps. 2,364) |
10.3% |
(Ps. 1,763) |
10.3% |
34.1% |
5 bps |
|
Administrative Expenses |
(Ps. 1,379) |
6.0% |
(Ps. 706) |
4.1% |
95.5% |
191 bps |
|
Other Income – Net |
Ps. 21 |
0.1% |
Ps. 23 |
0.1% |
(6.9%) |
(4 bps) |
|
EBITDA |
Ps. 554 |
2.4% |
Ps. 705 |
4.1% |
(21.4%) |
(169 bps) |
|
Share-based payment expense |
Ps. 722 |
3.2% |
Ps. 213 |
1.2% |
n.m. |
n.m. |
|
EBITDA ex. SBP |
Ps. 1,276 |
5.6% |
Ps. 918 |
5.4% |
38.9% |
22 bps |
|
Please see the explanation at the end of this release on how EBITDA, a non-IFRS financial measure, is calculated, and for other relevant definitions. |
||||||
TOTAL REVENUE
Total revenue for 1Q26 was Ps. 22,860 million, up 33.4% year-over-year. Most of this growth was driven by sales from stores that have been operating for more than one year, and, to a lesser extent, the incremental sales from 580 net new stores opened in the past twelve months.
GROSS PROFIT AND GROSS PROFIT MARGIN
Gross profit for 1Q26 was Ps. 3,704 million, an increase of 35.0% compared to 1Q25. This increase reflected sales growth and a 19-bps expansion in gross margin. A better commercial margin offset increased logistic costs year-over-year associated with the opening of four distribution centers in the second half of 2025.
EXPENSES
Sales expenses primarily reflect the cost of operating our stores, including wages and energy. In 1Q26, sales expenses reached Ps. 2,364 million, a 34.1% increase compared to 1Q25. This growth was mainly driven by an increase in store opening and the associated increase in depreciation and amortization expenses, while most other expenses (including labor) grew at a slower pace than revenue. As a percentage of total revenue, sales expenses stood at 10.3% in 1Q26, an expansion of 5 bps year-over-year.
Administrative expenses refer to expenses not directly related to operating our stores, such as headquarters, regional office expenses, and share-based compensation. For 1Q26, administrative expenses totaled Ps. 1,379 million, a 95.5% increase compared to 1Q25. This increase reflected (i) higher non-cash share-based payment expense, including the recognition of the Liquidity Event Plan (LEP) disclosed in
Excluding non-cash share-based payment expense, administrative expenses for 1Q26 amounted to Ps. 658 million, an increase of 33.6% compared to 1Q25. As a percentage of revenue, administrative expenses excluding non-cash share-based payment expense stood at 2.9% in 1Q26, unchanged from 1Q25.
Please refer to Appendix 2 of this Earnings Release for an updated table summarizing the share-based payment expense plans and related expenses.
Other income - net, which includes, among other items, revenues from non-operative activities such as asset disposals, cost reimbursements, and insurance proceeds, amounted to a net income of Ps. 21 million in 1Q26, compared to a net income of Ps. 23 million in 1Q25. As a percentage of revenue, other income– net decreased by 4 bps year-over-year.
EBITDA AND EBITDA MARGIN
For 1Q26, EBITDA was Ps. 554 million, compared to Ps. 705 million in 1Q25. As previously described, our EBITDA was impacted by the increase in non-cash share-based payment expense.
Excluding non-cash share-based payment expense, EBITDA was Ps. 1,276 million, an increase of 38.9% compared to 1Q25. The EBITDA margin for 1Q26, adjusted to exclude the non-cash share-based compensation, increased by 22 bps to 5.6%.
Please see the last section of this release on how we calculate EBITDA and EBITDA Margin, which are non-IFRS financial measures.
ADDITIONAL DISCLOSURES
To allow investors to better assess our performance, the Company is providing the following supplementary information:
-
Share-based payment expense (non-cash): Non-cash share-based payment expense totaled Ps. 722 million in 1Q26, compared to Ps. 213 million recorded in 1Q25.
For additional details,please refer to Appendix 2 of this Earnings Release.
- Building lease payments: The Company leases all except one of its stores and all of its distribution centers. In accordance with IFRS 16, the Company’s lease expenses are capitalized, and are not considered operating expenses. Tiendas 3B’s capitalized lease payments for buildings were Ps. 534 million in 1Q26, compared to Ps. 397 million in 1Q25.
FINANCIAL COSTS AND
Financial income totaled Ps. 36 million in 1Q26, down from Ps. 38 million in 1Q25. The decrease was primarily driven by lower interest rates and the negative impact from the stronger MXN versus the USD.
Financial costs were Ps. 457 million for 1Q26, a 43.6% increase compared to 1Q25. This increase was primarily driven by higher interest expense on lease liabilities, reflecting the continued expansion of our stores, distribution center network and equipment.
The Company recorded a foreign exchange gain of Ps. 16 million in 1Q26, driven by the appreciation of the
Income tax expense reached Ps. 135 million in 1Q26 compared to Ps. 113 million in 1Q25.
As a result, our net loss for 1Q26 was Ps. 558 million, compared to a net loss of Ps. 87 million for 1Q25.
BALANCE SHEET AND LIQUIDITY
As of
|
CASH FLOW STATEMENT |
|||
|
(In Ps. Million, except percentages) |
|||
|
|
1Q26 |
1Q25 |
Growth (%) |
|
Net cash flows provided by operating activities |
Ps. 1,961 |
Ps. 1,195 |
64.1% |
|
Net cash flows used in investing activities |
Ps. (683) |
(Ps. 510) |
33.8% |
|
Net cash flows used in financing activities |
Ps. (1,362) |
Ps. (566) |
140.9% |
|
Net (decrease) increase in cash and cash equivalents |
Ps. (85) |
Ps. 119 |
n.m. |
Our business model continues to generate strong operating cash flow from our negative working capital cycle due to our growing sales and high inventory turnover relative to payment terms. This robust cash flow has enabled us to fund our growth initiatives, including the expansion of new stores and distribution centers internally.
The information provided below summarizes cash flow changes in 1Q26:
Net cash flows provided by operating activities increased to Ps. 1,961 million for 1Q26 from Ps. 1,195 million for 1Q25. Our net working capital continues to be driven by a favorable ratio of Inventory Days to Payable Days.
Net cash flows used in investing activities totaled Ps. 683 million for 1Q26, compared to Ps. 510 million in 1Q25.
Net cash flows used in financing activities were Ps. 1,362 million for 1Q26, compared to the cash flows used in 1Q25 of Ps. 566 million.
|
KEY OPERATING METRIC |
|||
|
|
1Q26 |
1Q25 |
Variation (%) |
|
Number of Stores Opened |
123 |
117 |
5.1% |
|
Number of Distribution Centers |
20 |
16 |
25.0% |
|
Same Store Sales Growth (%) |
16.0% |
13.5% |
n.m. |
In 1Q26, we opened 123 net new stores compared to the 117 net new stores opened in 1Q25. In the last twelve months, the Company opened net new 580 stores, compared to 507 stores in the twelve months ending 1Q25.
Same Store Sales grew by 16.0% for 1Q26, compared to 13.5% for 1Q25.
OTHER RECENT DEVELOPMENTS
Shareholders Meeting and Board Elections: On
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 filed with the U.S. Securities and Exchange Commission on
Non-IFRS Measures and Other Calculations
For the convenience of investors, this release presents certain non-IFRS financial measures, which are not calculated in accordance with IFRS (“non-IFRS financial measures”). A non-IFRS financial measure is generally defined as one that purports to measure financial performance but excludes or includes amounts that would not be so excluded or included in the most comparable IFRS financial measure. Non-IFRS financial measures do not have standardized meanings and may not be directly comparable to similarly titled measures reported by other companies. These non-IFRS financial measures are used by our management for decision-making purposes and to assess our financial and operating performance, generate future operating plans and make strategic decisions regarding the allocation of capital. The non-IFRS financial measures presented herein have limitations as analytical tools, and you should not consider them in isolation or as substitutes for analysis of our results of operations presented in accordance with IFRS. Additionally, our calculations of non-IFRS financial measures may be different from the calculations used by other companies, including our competitors, and therefore, our non-IFRS financial measures may not be comparable to those of other companies.
We calculate “EBITDA”, a non-IFRS measure, as net profit (loss) for the period, plus income tax expense, financial costs, net, and total depreciation and amortization.
We calculate “EBITDA Margin”, a non-IFRS measure, for a period by dividing EBITDA for the corresponding period by total revenue for such period.
Same Store Sales: We measure “Same Store Sales” using revenue from sales of merchandise at stores that were operational for at least the full preceding 12 months for the periods under consideration. Stores that were temporarily closed (for one month or more) or permanently closed during the relevant measurement periods are excluded from this metric. Same Store Sales growth is calculated by comparing the Same Store Sales of stores that were opened and remained open throughout the relevant measurement period.
Lease Payments: Consistent with lease accounting required under IFRS 16, total depreciation and amortization includes the depreciation expense of right-of-use-asset corresponding to long-term leases, which is a non-cash expense. Such amounts, together with the interest expense on lease liabilities, is a proxy for but not equal to the Company’s actual cash expenditure incurred in connection with its leased properties.
Inventory Days: We calculate “Inventory Days” to be the average of beginning and end of period inventory balance, divided by cost of sales for the period and multiplied by the number of days during the period. Inventory Days measures the average number of days we keep inventory on hand before selling the product. This operating metric allows us to track our inventory management policies and observe how quickly we are able to rotate inventory, which is key to our cash conversion cycle.
Payable Days: We calculate “Payable Days” to be the sum of the average of beginning and end of period balance of suppliers and of accounts payable and accrued expenses, divided by cost of sales for the period and multiplied by the number of days during the period. Payable Days measures the average number of days that it takes us to pay suppliers after receiving goods or services. This metric allows us to track the terms of payment policies with suppliers and our ability to finance our operations through agreements with our suppliers.
CONFERENCE CALL DETAILS
Tiendas 3B will host a call to discuss the first quarter 2026 results on
https://zoom.us/webinar/register/WN_gw598N0ZSMeMhTncXb-3LA
To join via telephone, please dial one of the domestic or international numbers listed below:
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|
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+52 558 659 6002 |
+1 312 626 6799 ( |
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+52 554 161 4288 |
+1 346 248 7799 ( |
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+52 554 169 6926 |
+1 646 558 8656 ( |
Other international numbers available: https://us02web.zoom.us/u/knEOJCJkC
The webinar ID is 962 4278 7223
An audio replay from the conference call will be available on the Tiendas 3B website https://www.investorstiendas3b.com after the call.
FORWARD-LOOKING STATEMENTS
This release includes forward-looking statements within the meaning of Section 27A of the
ABOUT TIENDAS 3B
For more information, please visit: https://www.investorstiendas3b.com/
|
FINANCIAL STATEMENTS |
|||
|
Consolidated Income Statement |
|||
|
(Unaudited) |
|||
|
For the three months ended |
|||
|
(In thousands of Mexican pesos) |
|||
|
For the Three Months Ended |
|||
|
|
2026 |
2025 |
% Change |
|
|
|
|
|
|
Revenue from 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) |
|
|
Gross Profit |
Ps. 3,704,002 |
Ps. 2,743,535 |
35.0% |
|
Gross Profit Margin |
16.2% |
16.0% |
|
|
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 |
(Ps. 18,430) |
Ps. 297,415 |
(106.2%) |
|
Operating (Loss) Profit Margin |
(0.1%) |
1.7% |
|
|
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 |
(Ps. 423,293) |
Ps. 25,542 |
n.a. |
|
Income Tax Expense |
(134,966) |
(112,521) |
19.9% |
|
Net Loss for the Period |
(Ps. 558,259) |
(Ps. 86,979) |
541.8% |
|
Net Loss Margin |
(2.4%) |
(0.5%) |
|
|
Weighted average common shares outstanding: |
117,239,083 |
113,844,994 |
|
|
Basic (losses) earnings per common share |
(Ps. 4.76) |
(Ps. 0.76) |
|
|
EBITDA Reconciliation |
|
|
|
|
Net Loss for the Period |
(Ps.558,259) |
(Ps.86,979) |
541.8% |
|
Net Loss Margin |
(2.4%) |
(0.5%) |
|
|
Income Tax Expense |
(134,966) |
(112,521) |
19.9% |
|
Financial Costs - Net |
(404,863) |
(271,873) |
48.9% |
|
D&A |
572,629 |
407,695 |
40.5% |
|
EBITDA |
Ps. 554,199 |
Ps. 705,110 |
(21.4%) |
|
EBITDA Margin |
2.4% |
4.1% |
|
|
Consolidated Balance Sheet |
||
|
(Unaudited) |
||
|
As of |
||
|
(In thousands of Mexican pesos) |
||
|
As of |
As of |
|
|
|
2026 |
2025 |
|
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 lease-hold improvements - Net |
9,949,559 |
9,348,874 |
|
Right-of-use assets - Net |
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 |
|
|
|
|
|
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 |
131,778 |
102,988 |
|
Short-term debt |
1,496,672 |
2,107,044 |
|
Lease liabilities |
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 |
207,706 |
141,907 |
|
Lease liabilities |
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 |
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 |
|
Cash Flow Statement |
||
|
(Unaudited) |
||
|
For the three months ended |
||
|
(In thousands of Mexican pesos) |
||
|
For the Three Months Ended |
||
|
|
2026 |
2025 |
|
(Loss) profit before income tax |
(Ps. 423,293) |
Ps. 25,542 |
|
Adjustments for: |
||
|
Depreciation of property, furniture, equipment, and lease-hold improvements |
259,948 |
186,221 |
|
Depreciation of right-of-use assets |
311,297 |
220,927 |
|
Amortization of intangible assets |
1,384 |
547 |
|
Employee benefits |
3,923 |
2,983 |
|
Interest expense on lease liabilities |
427,632 |
305,439 |
|
Interest on debt and bonus payable and amortization of issuance costs |
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 |
721,505 |
213,290 |
|
|
||
|
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 |
28,789 |
14,543 |
|
Income taxes paid |
(192,320) |
(156,559) |
|
Net cash flows provided by operating activities |
Ps. 1,960,664 |
Ps. 1,194,848 |
|
Purchase of property, furniture, equipment, and lease-hold improvements |
(706,574) |
(541,253) |
|
Sale of property and equipment |
78 |
170 |
|
Additions to intangible assets |
(7,097) |
(7,252) |
|
Short-term bank deposits |
- |
1,962 |
|
Interest earned on short-term investments and other |
30,389 |
35,944 |
|
Net cash flows used in investing activities |
(Ps.683,204) |
(Ps.510,429) |
|
|
||
|
Payments made on supplier finance arrangements - Net of commissions received |
(1,840,526) |
(1,123,999) |
|
Finance obtained through supplier finance arrangements |
1,994,475 |
1,184,630 |
|
Proceeds from Santander and HSBC credit lines, net |
(798,070) |
(120,955) |
|
Payment of debt |
(50,593) |
(42,601) |
|
Interest payment on debt |
(28,696) |
(13,028) |
|
Principal payments on lease liabilities |
(211,410) |
(144,122) |
|
Interest payment on leases |
(427,632) |
(305,439) |
|
Net cash flows used in financing activities |
(Ps.1,362,452) |
(Ps.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 |
APPENDIX 1: FULLY DILUTED SHARES ILLUSTRATIVE CALCULATION
To further improve investor’s understanding of our capital structure, we are providing below an illustrative calculation of our fully diluted share count as of
The illustrative example below assumes:
-
Price per Class A common share:
US$35.00 -
Weighted average exercise price of
US$5.74 per Class C common share subject to options granted under our Legacy Plan -
Weighted average exercise price of
$32.90 per Class A common share subject to options granted under our Post-IPO Equity Incentive Plan - All outstanding options are vested as of the date hereof, for illustrative purposes only
|
Illustrative Fully Diluted Share Count |
|
|
Share Count |
As of |
|
Class A common shares (publicly traded and registered) (1) |
62,638,441 |
|
Class B common shares (high-vote shares) |
5,200,000 |
|
Class C common shares (2) |
50,018,697 |
|
Common Shares Outstanding |
117,857,138 |
|
Liquidity Event Plan Class C common shares (3) |
5,000,000 |
|
Bolton Partners Class |
4,224,960 |
|
Class |
9,224,960 |
|
Total Common Shares |
127,082,098 |
|
|
32,332,941 |
|
Fully Diluted Share Count |
159,415,039 |
| (1) |
Includes 590,000 vested RSUs from the Post-IPO Equity Incentive Plan. |
|
| (2) |
Includes 2,500,000 vested Class C common shares from the Liquidity Event Plan |
|
| (3) |
As of |
|
| (4) |
See the illustrative calculation below for how this figure is calculated. Assumes the net exercise at their weighted average strike price of all options granted under our Legacy Plan, all options granted under our Post-IPO Equity Incentive Plan and all restricted stock units granted under our Post-IPO Equity Incentive Plan. |
|
|
Common Shares issuable upon exercise |
|
Weighted-average strike price |
|
|
|
Legacy Plan |
37,745,312 |
X |
( |
= |
31,551,803 |
|
|
|||||
|
Post-IPO Equity Incentive Plan Options |
4,090,000 |
X |
( |
= |
245,471 |
|
|
|||||
|
Post-IPO Equity Incentive Plan RSUs |
535,667 |
|
= |
|
535,667 |
|
|
|
|
|
|
32,332,941 |
|
(1) |
Net share numbers have been rounded down to the nearest whole share. |
|
|
(2) |
For illustrative purposes we are assuming all options are exercised into Class A common shares but note that options under our Legacy Plan are exercisable for Class C common shares. All our Class C common shares are subject to a liquidity lock-up that expires on |
The example above is provided for illustrative purposes only. The number of common shares outstanding would change if the strike price of the specific option being exercised were higher or lower than the weighted average strike price assumed for this exercise and/or if the market price for our Class A common shares was higher or lower at the time of exercise than the assumed price.
APPENDIX 2: SHARE-BASED PAYMENT EXPENSE
The tables and explanatory text below provide a breakdown of the expenses associated with stock options and restricted shares granted under the Legacy Plan, the Post-IPO Equity Incentive Plan, and the Liquidity Event Plan.
All our share-based compensation plans were previously fully disclosed in our offering documents and public filings, including in our annual report on Form 20-F for the year ended
The previously disclosed Liquidity Event Plan in the aggregate amount of 7.5 million Class C common shares was subject to formal assignment and delivery. On
Under IFRS, the cost of this award is recognized as a non-cash expense in the profit and loss statement, even though the award is equity-settled. The fair value of the grant is determined at the grant date, and for awards with vesting conditions, the expense is recognized over the applicable vesting period. To improve investors’ understanding of how we recognize the non-cash expenses associated with each of our share-based payment arrangements, we are including below our current expectations for non-cash share-based payment expenses per program from 2025 until 2028. We note however, that these figures may vary slightly from initial estimates due to the actual vesting of the awards.
It is important to note that the formal grant of these awards and vesting schedule does not result in any additional dilution beyond what was previously disclosed and is already reflected in our fully diluted share count, discussed in Appendix 1. Additionally, the estimated share-based payment expense reflected in the table below only considers awards granted as of today. The Company may grant additional awards under the 2024 Equity Incentive Plan as administered by the Company’s compensation committee (or such other committee of our board of directors to which it has properly delegated power, or if no such committee or subcommittee exists, our board of directors).
|
Projected Share-Based Payment Non-Cash Expense(1) |
|||||||
|
(In Ps. Million) |
|||||||
|
Projected |
|||||||
|
Breakdown |
2Q26E |
3Q26E |
4Q26E |
FY26E |
FY27E |
FY28E |
FY29E |
|
Legacy Plan |
57 |
58 |
58 |
230 |
117 |
45 |
- |
|
Post-IPO Equity Incentive Plan - Options |
133 |
134 |
134 |
532 |
278 |
143 |
50 |
|
Post-IPO Equity Incentive Plan - RSUs |
63 |
63 |
63 |
252 |
17 |
- |
- |
|
Total |
253 |
255 |
255 |
1,013 |
412 |
188 |
50 |
|
Liquidity Event Plan Shares |
373 |
298 |
235 |
1,378 |
470 |
28 |
- |
|
Total |
626 |
554 |
490 |
2,391 |
882 |
216 |
50 |
|
(1) |
Expense is recognized on a non-linear basis using a graded vesting method, being higher at the start of the period and decreasing over time. |
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INVESTOR RELATIONS CONTACT
ir@tiendas3b.com
Source: Tiendas 3B