BBB Foods follow-on of 13,304,174 Class A shares

BBB Foods Inc., which operates Tiendas 3B, is commencing an underwritten follow-on public offering of 13,304,174 Class A common shares.

Rhea-AI Filing Summary

BBB Foods Inc., which operates Tiendas 3B, is commencing an underwritten follow-on public offering of 13,304,174 Class A common shares. Of these, 700,000 shares are being offered by the company and 12,604,174 shares by certain selling shareholders, under an automatic shelf registration statement on Form F-3.

Tiendas 3B also plans to grant underwriters a 30-day option to purchase up to 1,995,626 additional Class A common shares from the company. Net proceeds from the primary portion are earmarked for general corporate purposes, which may include strategic investments, while selling shareholders will receive any proceeds from their portion.

Insights

Equity capital markets analyst

BBB Foods outlines a mixed primary and secondary follow-on share sale.

BBB Foods Inc. is launching an underwritten follow-on offering of 13,304,174 Class A common shares through Tiendas 3B and existing shareholders, using an automatic shelf registration on Form F-3. This structure combines a modest primary issuance with a larger secondary sale.

The company is offering 700,000 shares itself and expects to grant underwriters a 30-day option for up to 1,995,626 additional shares, while selling shareholders are offering 12,604,174 shares. The primary proceeds are designated for general corporate purposes, potentially including strategic investments; cash flows from secondary shares go to selling holders.

The filing highlights a standard underwritten process with global coordinators J.P. Morgan and Morgan Stanley alongside other bookrunners. Actual impact will depend on final terms disclosed in the forthcoming final prospectus supplement and on market reception once pricing and allocation details are set.

Key Figures

Total shares in follow-on: 13,304,174 Class A common shares Primary shares offered: 700,000 Class A common shares Secondary shares offered: 12,604,174 Class A common shares +1 more

4 metrics

Total shares in follow-on 13,304,174 Class A common shares Aggregate size of underwritten public offering

Primary shares offered 700,000 Class A common shares Offered by Tiendas 3B in the follow-on

Secondary shares offered 12,604,174 Class A common shares Offered by certain selling shareholders

Underwriters’ option shares 1,995,626 Class A common shares 30-day option for additional shares from Tiendas 3B

Key Terms

underwritten public offering, automatic shelf registration statement, preliminary prospectus supplement, follow-on offering, +1 more

5 terms

underwritten public offering financial

"announced today the commencement of an underwritten public offering of an aggregate of 13,304,174 of its Class A common shares"

An underwritten public offering is when a company sells new shares of its stock to the public with the help of a financial firm, called an underwriter. The underwriter agrees to buy all the shares upfront, reducing the company's risk, and then sells them to investors. This process helps companies raise money quickly and confidently from a wide range of buyers.

automatic shelf registration statement regulatory

"The Class A common shares are being offered pursuant to an automatic shelf registration statement on Form F-3"

An automatic shelf registration statement is a pre-approved filing that companies submit to securities regulators, allowing them to sell new shares or bonds quickly and efficiently when needed. It acts like a standing permit, enabling the company to raise money without going through a lengthy approval process each time, which can be helpful for responding promptly to market opportunities or needs. For investors, it provides transparency about the company's ability to raise funds and signals planning flexibility.

preliminary prospectus supplement regulatory

"a preliminary prospectus supplement relating to and describing the terms of the offering"

A preliminary prospectus supplement is an initial document that provides important details about a new stock or bond offering before it is finalized. It helps investors understand what is being sold and why, so they can decide whether to invest. Think of it as a preview before the full sales brochure is ready.

follow-on offering financial

"BBB Foods Inc. Announces Proposed Follow-On Offering"

A follow-on offering is when a company sells additional shares to the public after its initial stock listing to raise more cash. For investors it matters because the new shares increase the total number of shares outstanding, which can reduce each existing shareholder’s ownership share and earnings per share—similar to baking more loaves of bread after the first batch, which means each slice represents a slightly smaller piece of the whole; the funds raised can also support growth or pay debt.

hard discount model financial

"a pioneer and leader of the grocery hard discount model in Mexico"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What follow-on offering did BBB Foods Inc. (TBBB) announce on this Form 6-K?

BBB Foods Inc., through Tiendas 3B, announced an underwritten follow-on public offering of 13,304,174 Class A common shares. The deal combines a primary issuance by the company and a larger secondary sale by certain existing shareholders under an automatic shelf registration statement on Form F-3.

How many BBB Foods (TBBB) shares are primary vs. secondary in the offering?

Out of 13,304,174 Class A common shares, 700,000 are being offered by Tiendas 3B as the primary portion, while 12,604,174 shares are being offered by certain selling shareholders. This structure mixes new capital for the company with liquidity for existing holders in a single transaction.

What is the underwriters’ option in the BBB Foods (TBBB) follow-on offering?

Tiendas 3B intends to grant underwriters a 30-day option to purchase up to 1,995,626 additional Class A common shares from the company. This so‑called overallotment option gives underwriters flexibility to cover excess demand and can increase the primary portion if fully exercised.

How will BBB Foods Inc. (TBBB) use proceeds from the primary portion of the offering?

Tiendas 3B plans to use net proceeds from the primary portion of the offering for general corporate purposes. These purposes may include making strategic investments, giving the company financial flexibility to support growth initiatives while secondary proceeds go to selling shareholders.

Under what registration framework is the BBB Foods (TBBB) offering being conducted?

The Class A common shares are being offered under an automatically effective shelf registration statement on Form F-3 filed with the SEC. A preliminary prospectus supplement describing the terms has been filed, and final terms will appear in a final prospectus supplement.

Who are the lead banks on the BBB Foods Inc. (TBBB) follow-on offering?

J.P. Morgan and Morgan Stanley are acting as global coordinators for the offering. BTG Pactual, Santander and Scotiabank are joint bookrunners, organizing marketing and distribution of BBB Foods’ Class A common shares to investors in the underwritten transaction.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/27/2026 - 04:25 PM Learn about SEC filing dates

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16

UNDER the Securities Exchange Act of 1934

For the month of May 2026

Commission File Number: 001-41954

BBB Foods Inc.

(Exact name of registrant as specified in its charter)

N/A

(Translation of registrant’s name into English)

Av. Presidente Masaryk 8

Polanco V Sección, Miguel Hidalgo

Mexico City, Mexico 11560

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F  Form 40-F

BBB Foods Inc. Announces Proposed Follow-On Offering

Mexico City, May 27, 2026 – BBB Foods Inc. (“Tiendas 3B”) announced today the commencement of an underwritten public offering of an aggregate of 13,304,174 of its Class A common shares of which 700,000 Class A common shares are being offered by Tiendas 3B and 12,604,174 Class A common shares are being offered by certain selling shareholders. The Class A common shares are being offered pursuant to an automatic shelf registration statement on Form F-3 filed with the U.S. Securities and Exchange Commission (the “SEC”). In connection with the offering, Tiendas 3B intends to grant the underwriters a 30-day option to purchase up to 1,995,626 additional Class A common shares from Tiendas 3B. The offering is subject to market and other conditions, and there can be no assurance as to whether or when the offering may be completed, or as to the actual size or terms of the offering.

Tiendas 3B intends to use the net proceeds from the primary portion of the offering for general corporate purposes, which may include making strategic investments.

J.P. Morgan and Morgan Stanley are acting as global coordinators of the offering. BTG Pactual, Santander and Scotiabank are acting as joint bookrunners.

Tiendas 3B has filed with the SEC an automatically effective shelf registration statement (including a prospectus) and a preliminary prospectus supplement relating to and describing the terms of the offering. The offering will be made only by means of a prospectus and a prospectus supplement that are part of that registration statement. Before you invest, you should read the prospectus in that registration statement, including the documents incorporated by reference therein, any accompanying prospectus supplement and other documents Tiendas 3B has filed or will file with the SEC for more complete information about Tiendas 3B and the offering. The final terms of the offering will be disclosed in a final prospectus supplement to be filed with the SEC.

Copies of the registration statement, the preliminary prospectus supplement relating to and describing the terms of the offering and any documents incorporated by reference therein, can be accessed, when available, for free through the SEC’s website at www.sec.gov. Copies of the preliminary prospectus supplement and accompanying prospectus may also be obtained from: J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717 (or by email at prospectus-eq_fi@jpmchase.com and postsalemanualrequests@broadridge.com); or Morgan Stanley & Co. LLC, Attention: Prospectus Department, 180 Varick Street, 2nd Floor, New York, NY 10014 (or by email to: prospectus@morganstanley.com).

This press release shall not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any offer or sale of the securities in any state or jurisdiction in

which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. Any offers, solicitations or offers to buy, or any sales of securities will be made in accordance with the registration requirements of the U.S. Securities Act of 1933, as amended.

About Tiendas 3B

Tiendas 3B, a proudly Mexican company, is a pioneer and leader of the grocery hard discount model in Mexico and one of the fastest growing retailers in the country as measured by its sales and store growth rates. The 3B name, which references “Bueno, Bonito y Barato” - a Mexican saying which translates to “Good, Nice and Affordable” - summarizes Tiendas 3B’s mission of offering irresistible value to budget savvy consumers through great quality products at bargain prices. By delivering value to the Mexican consumer, we believe we contribute to the economic well-being of Mexican families. In a landmark achievement, Tiendas 3B was listed on the New York Stock Exchange in February 2024 under the ticker symbol “TBBB.”

For more information, please visit: https://www.investorstiendas3b.com

Investor Relations Contact

ir@tiendas3b.com

Signature

Pursuant to the requirements of the U.S. Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

BBB Foods Inc.

Date: May 27, 2026 By: /s/ Eduardo Pizzuto

Name: Eduardo Pizzuto

Title: Chief Financial Officer