Capital Stock and Long-term Retention Plan (Tables)

12 Months Ended

Dec. 31, 2025

Capital Stock and Long-term Retention Plan

Schedule of shares of capital stock and CPOs

At December 31, 2025, shares of capital stock and CPOs consisted of (in millions):


				Repurchased		Held by a
		Authorized and		by the		Company’s
		Issued ⁽¹⁾		Company ⁽²⁾		Trust ⁽³⁾		Outstanding
Series “A” Shares		118,614.2		0.0		(7,690.6)		110,923.6
Series “B” Shares		54,882.2		0.0		(7,010.4)		47,871.8
Series “D” Shares		83,562.7		0.0		(7,403.0)		76,159.7
Series “L” Shares		83,562.7		0.0		(7,403.0)		76,159.7
Total		340,621.8		0.0		(29,507.0)		311,114.8

Shares in the form of CPOs		279,337.5		0.0		(24,747.3)		254,590.2
Shares not in the form of CPOs		61,284.3		0.0		(4,759.7)		56,524.6
Total		340,621.8		0.0		(29,507.0)		311,114.8
CPOs		2,387.5		0.0		(211.5)		2,176.0

(1)

As of December 31, 2025, the authorized and issued capital stock amounted to Ps.3,933,549 (nominal Ps.1,970,999). In connection with the Spin-off carried out on January 31, 2024, and the Company’s distribution of the Spun-off Businesses to Ollamani, the Company reduced its capital stock on that date in the amount of Ps.752,071 (nominal Ps.376,844), without having modified the number of outstanding shares of the Company (see Notes 3 and 28).

(2)

In connection with a share repurchase program that was approved by the Company’s stockholders and is exercised at the discretion of management. During the years ended December 31, 2025 and 2024, the Company did not buy any shares under this program. In April 2024, the Company´s stockholders approved the cancellation in May 2024 of 3,217.5 million shares of the Company’s capital stock in the form of 27.5 million CPOs, which were repurchased by the Company in 2023.

(3)	Primarily in connection with the Company’s Long-Term Retention Plan (“LTRP”) described below.

Schedule of reconciliation of the number of shares and CPOs outstanding

A reconciliation of the number of shares and CPOs outstanding for the years ended December 31, 2025 and 2024, is presented as follows (in millions):


		Series “A”		Series “B”		Series “D”		Series “L”		Shares		CPOs
		Shares		Shares		Shares		Shares		Outstanding		Outstanding
As of January 1, 2024		113,441.7		50,345.4		80,094.7		80,094.7		323,976.5		2,288.4
Acquired ⁽¹⁾		(976.2)		(859.2)		(1,366.8)		(1,366.8)		(4,569.0)		(39.0)
Forfeited ⁽¹⁾		(1,466.9)		(1,290.9)		(2,053.6)		(2,053.6)		(6,865.0)		(58.7)
Released ⁽¹⁾		621.7		547.0		870.3		870.3		2,909.3		24.9
As of December 31, 2024		111,620.3		48,742.3		77,544.6		77,544.6		315,451.8		2,215.6
Acquired ⁽¹⁾		(1,535.3)		(1,351.0)		(2,149.3)		(2,149.3)		(7,184.9)		(61.4)
Forfeited ⁽¹⁾		(320.9)		(282.4)		(449.3)		(449.3)		(1,501.9)		(12.8)
Released ⁽¹⁾		1,159.5		762.9		1,213.7		1,213.7		4,349.8		34.6
As of December 31, 2025		110,923.6		47,871.8		76,159.7		76,159.7		311,114.8		2,176.0

(1)	Acquired, forfeited or released by a Company’s trust in connection with the LTRP described below.

Schedule of arrangements and weighted-average assumptions


		Long-Term Retention Plan
Arrangements:
Year of grant		2023		2024		2025
Number of CPOs or CPOs equivalent granted		11,600		52,539		106,458
Contractual life		3.00 years		3.00 years		3.00 years

Assumptions:
Dividend yield		2.5	%	3.21	%	4.8	%
Expected volatility ⁽¹⁾		45.51	%	42.83	%	43.91	%
Risk-free interest rate		9.05	%	9.57	%	7.95	%
Expected average life of awards		3.00 years		3.00 years		3.00 years

(1)	Volatility was determined by reference to historically observed prices of the Company’s CPOs.

Summary of the stock awards for employees

A summary of the stock conditionally sold to employees under the LTRP as of December 31, 2025 and 2024, is presented below (in Mexican pesos and thousands of CPOs):


		2025				2024
		CPOs or CPOs		Weighted-Average		CPOs or CPOs		Weighted-Average
		Equivalent		Exercise Price		Equivalent		Exercise Price
Long-Term Retention Plan:
Outstanding at beginning of year		159,953		11.64		176,898		23.72
Conditionally sold		106,458		4.41		52,539		6.25
Paid by employees		(45,631)		1.60		(3,841)		1.60
Forfeited		(12,744)		38.39		(65,643)		41.09
Outstanding at end of year		208,036		8.45		159,953		11.64
To be paid by employees at end of year		38,920		23.61		63,643		17.09