SEC Form 4 · accession 0001193125-26-255765
BBB FOODS INC · TBBB
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Sami Gabriel Khouri
Director
Period of report
Jun 1, 2026
Accepted (ET)
Jun 3, 2026 · 5:15 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 | 350,000 | D | — | — | Class A Common Shares | 350,000 | 3,369,648 | I |
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.
- F3The Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for purposes of Section 16 or any other purpose.
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.