SEC Form 4 · accession 0001193125-26-255762
BBB FOODS INC · TBBB
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Diego Ezequiel Apalategui
Officer — Director of Sales & Operations
Period of report
Jun 1, 2026
Accepted (ET)
Jun 3, 2026 · 5:14 pm EDT
Rule 10b5-1 plan
box not checked
Issuer CIK
0001978954
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Class C Common SharesF2,F3,F1 | — | Jun 1, 2026 | S | 133,336 | D | — | — | Class A Common Shares | 133,336 | 266,664 | D |
Explanation of responses
- F1Class C Common Shares convert automatically into Issuer Class A Common Shares on a one-for-one basis upon: (i) sale into the public market; (ii) any transfer, whether or not for value (except for transfers to connected persons of the transferee or to a person that is also a holder of Class C Common Shares, as described in the Issuer's memorandum and articles of association); and (iii) to the extent not converted earlier, on August 6, 2026.
- F2These Class C Common Shares automatically converted into an equal number of Class A Common Shares immediately upon their sale pursuant to the Issuer's follow-on offering at a price of $32.50 per Class A Common Share, less underwriting discounts and commissions of $0.78 per share.
- F3Includes unvested restricted stock units that settle into Class C Common Shares upon the occurrence of time-based vesting events.
Remarks
Due to the Issuer's status as a foreign private issuer pursuant to Rule 3a12-3(b) under the Securities Exchange Act of 1934 (the "Act"), the Reporting Person's transactions in the Issuer's equity securities are exempt from Sections 16(b) and 16(c) of the Act.