SEC Form 4 · accession 0001193125-26-344750
BBB FOODS INC · TBBB
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Sami Gabriel Khouri
Director
Period of report
Aug 7, 2026
Accepted (ET)
Aug 11, 2026 · 4:23 pm EDT
Rule 10b5-1 plan
box not checked
Issuer CIK
0001978954
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Common SharesF1,F2 | Aug 7, 2026 | C | 3,369,648 | — | A | 3,369,648 | I | By MNCF Ltd. |
| Class A Common Shares | Aug 7, 2026 | M | 94,998 | $2.37 | A | 114,998 | D | |
| Class A Common Shares | Aug 7, 2026 | M | 94,998 | $3.67 | A | 209,996 | D | |
| Class A Common Shares | Aug 7, 2026 | F | 14,101 | $40.67 | D | 195,895 | D |
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 SharesF1,F2 | — | Aug 7, 2026 | C | 3,369,648 | D | — | — | Class A Common Shares | 3,369,648 | 0 | I |
| Stock Options (Right to Buy)F3,F4 | $2.37 | Aug 7, 2026 | M | 94,998 | D | — | Dec 16, 2050 | Class A Common Shares | 94,998 | 0 | D |
| Stock Options (Right to Buy)F3,F4 | $3.67 | Aug 7, 2026 | M | 94,998 | D | — | Dec 16, 2050 | Class A Common Shares | 94,998 | 0 | D |
Explanation of responses
- F1All of the Issuer's Class C Common Shares automatically converted into an equal number of Class A Common Shares on August 7, 2026.
- F2The 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.
- F3These options are fully vested.
- F4These options were originally exercisable for Class C Common Shares. On August 7, 2026 all of the Issuer's Class C Common Shares automatically converted into an equal number of Class A Common Shares, and all options exercisable for Class C Common Shares became exercisable for Class A Common Shares.
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.