BBB Foods (NYSE: TBBB) prices follow-on offering at $32.50 per share

Rhea-AI Filing Summary

BBB Foods Inc. is pricing a follow-on underwritten public offering of 13,304,174 Class A common shares at $32.50 per share. Of these, 700,000 shares are being sold by Tiendas 3B and 12,604,174 shares by selling shareholders.

Tiendas 3B expects gross primary proceeds of about $22.75 million, while selling shareholders expect about $409.64 million, both before underwriting discounts and expenses. The company has granted underwriters a 30-day option to buy up to 1,995,626 additional shares from Tiendas 3B and plans to use net primary proceeds for general corporate purposes, including possible strategic investments.

Key Figures

Offering price: $32.50 per share Total shares offered: 13,304,174 shares Primary shares by Tiendas 3B: 700,000 shares +5 more

8 metrics

Offering price $32.50 per share Follow-on underwritten public offering

Total shares offered 13,304,174 shares Class A common shares in follow-on

Primary shares by Tiendas 3B 700,000 shares Company-sold Class A common shares

Secondary shares by holders 12,604,174 shares Class A common shares sold by selling shareholders

Gross proceeds to company $22.75 million Expected gross primary proceeds before expenses

Gross proceeds to sellers $409.64 million Expected gross proceeds to selling shareholders

Underwriter option shares 1,995,626 shares 30-day option for additional shares from Tiendas 3B

Expected closing date on or about June 1, 2026 Planned closing of offering, subject to conditions

Key Terms

underwritten public offering, automatic shelf registration statement, preliminary prospectus supplement, final prospectus supplement, +2 more

6 terms

underwritten public offering financial

"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

"pursuant to an automatic shelf registration statement on Form F-3 filed with the U.S. Securities and Exchange Commission"

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.

final prospectus supplement regulatory

"The final terms of the offering will be disclosed in a final prospectus supplement"

A final prospectus supplement is the definitive document that completes a public securities offering, spelling out the exact terms, number and price of shares or bonds being sold, key risks, and how the proceeds will be used. Investors treat it like the final recipe or instruction sheet for an investment: it replaces earlier drafts and provides the binding, detailed information needed to judge the value and risk before committing funds.

hard discount model financial

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

Form F-3ASR regulatory

"registration statement on Form F-3ASR filed with the U.S. Securities and Exchange Commission"

Form F-3ASR is a U.S. Securities and Exchange Commission filing that lets an eligible foreign company pre-register securities for sale to U.S. investors using the SEC’s automatic shelf process. Think of it like a pre-approved credit line: it gives the company the flexibility to raise money quickly when needed, which matters to investors because it can speed new share or bond offerings, affect supply of securities, and therefore influence share price and dilution risk.

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Form 6-K: How Foreign Companies Report to the SEC →

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 Pricing of Follow-On Offering

Mexico City, May 28, 2026 – BBB Foods Inc. (“Tiendas 3B”) announced today the pricing at a price of $32.50 per share 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 gross proceeds to Tiendas 3B are expected to be approximately $22.75 million and the gross proceeds to the selling shareholders are expected to be approximately $409.64 million, in each case before deducting underwriting discounts and commissions and other offering expenses. The offering is expected to close on or about June 1, 2026, subject to customary closing conditions. 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 has granted 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 is being 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 and the final 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, the final prospectus 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

Incorporation by Reference

This current report is incorporated by reference in our registration statement on Form F-3ASR filed with the U.S. Securities and Exchange Commission (the “SEC”) on May 27, 2026 (File No. 333-296270), and shall be deemed to be a part thereof from the date on which this current report is furnished to the SEC, to the extent not superseded by documents or reports subsequently filed or furnished.

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.

Date: May 29, 2026

			BBB Foods Inc.
			By:	/s/ Eduardo Pizzuto
				Name:	Eduardo Pizzuto
				Title:	Chief Financial Officer

FAQ

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

BBB Foods Inc. announced pricing of a follow-on public share offering. The deal covers 13,304,174 Class A shares at $32.50 per share, combining a primary sale by Tiendas 3B and a larger secondary sale by existing shareholders.

How many BBB Foods (TBBB) shares are being sold by the company vs. shareholders?

Tiendas 3B is selling 700,000 shares; selling shareholders are selling 12,604,174 shares. This structure mixes a smaller primary capital raise for the company with a larger secondary sale by existing holders in the same underwritten transaction.

What proceeds will BBB Foods Inc. (TBBB) and selling shareholders receive?

Tiendas 3B expects gross primary proceeds of about $22.75 million. Selling shareholders expect gross proceeds of about $409.64 million, both before underwriting discounts, commissions and other offering expenses associated with the follow-on offering.

At what price is the BBB Foods (TBBB) follow-on offering being priced?

The follow-on offering is priced at $32.50 per Class A share. This single price applies to both the primary shares sold by Tiendas 3B and the secondary shares sold by existing shareholders in the underwritten public offering.

Does BBB Foods (TBBB) include an over-allotment option in this offering?

Yes. Tiendas 3B granted underwriters a 30-day option for up to 1,995,626 additional shares. These extra Class A common shares would be sold by Tiendas 3B, potentially increasing the company’s primary capital raise if the option is exercised.

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

Tiendas 3B plans to use net primary proceeds for general corporate purposes. The company notes this may include making strategic investments, giving management flexibility in allocating the roughly $22.75 million expected gross primary capital raised.

Under what registration does BBB Foods (TBBB) conduct this follow-on offering?

The offering uses an automatic shelf registration statement on Form F-3. Tiendas 3B filed this F-3ASR with the SEC and is using a prospectus and prospectus supplements from that registration to describe and conduct the follow-on share sale.