BBB Foods closes 15.3M-share follow-on offering

BBB Foods Inc. (Tiendas 3B) completed a follow-on underwritten public offering of 15,299,800 Class A common shares at $32.50 per share.

Rhea-AI Filing Summary

BBB Foods Inc. (Tiendas 3B) completed a follow-on underwritten public offering of 15,299,800 Class A common shares at $32.50 per share. Of these, 2,695,626 shares were sold by Tiendas 3B, including 1,995,626 shares from the full exercise of the underwriters’ option, and 12,604,174 shares were sold by certain shareholders.

Gross proceeds to Tiendas 3B were approximately $87.6 million, while selling shareholders received about $409.64 million, both before underwriting discounts and expenses. Tiendas 3B plans to use net proceeds from the primary portion for general corporate purposes, which may include strategic investments.

Insights

Equity Capital Markets Analyst

Tiendas 3B raises primary equity capital while enabling a sizable secondary sale.

The company closed a follow-on offering of 15,299,800 Class A shares at $32.50 per share. Tiendas 3B issued 2,695,626 primary shares, including 1,995,626 from the full underwriters’ option, with the balance sold by existing shareholders.

Gross proceeds to Tiendas 3B were about $87.6 million, and selling holders received roughly $409.64 million, both before fees. Tiendas 3B states it intends to use net primary proceeds for general corporate purposes, potentially including strategic investments, under an automatic shelf on Form F-3.

Key Figures

Total shares offered: 15,299,800 shares Offering price: $32.50 per share Primary shares sold: 2,695,626 shares +4 more

7 metrics

Total shares offered 15,299,800 shares Aggregate Class A common shares in follow-on offering

Offering price $32.50 per share Public offering price for Class A common shares

Primary shares sold 2,695,626 shares Class A shares sold by Tiendas 3B including option

Underwriters’ option shares 1,995,626 shares Additional Class A shares from full option exercise

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

Gross proceeds to issuer $87.6 million Before underwriting discounts and expenses to Tiendas 3B

Gross proceeds to sellers $409.64 million Before fees to selling shareholders

Key Terms

follow-on offering, underwritten public offering, automatic shelf registration statement, underwriters’ option, +1 more

5 terms

follow-on offering financial

"Announces Closing of Follow-On Offering and Exercise in Full of the Underwriter’s Option"

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.

underwritten public offering financial

"announced today the closing of an underwritten public offering of an aggregate 15,299,800"

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 were 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.

underwriters’ option financial

"The underwriters’ option to purchase an additional 1,995,626 Class A common shares from Tiendas 3B, was exercised in full"

An underwriters’ option is a provision in a securities offering that lets the group selling the new shares buy a fixed extra amount (often up to 15%) from the issuer after the sale. It acts like a short-term safety valve: if demand is strong, underwriters exercise the option and supply extra shares; if the price falls, they can use the option to stabilize the market. For investors this matters because it affects how many shares come to market, potential short-term dilution, and post-offering price stability—similar to having a reserve supply to smooth out sudden swings.

prospectus supplement regulatory

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

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

Offering Details

mixed

Offering

Offering Type mixed

Use of Proceeds General corporate purposes, which may include making strategic investments

FAQ

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

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

BBB Foods Inc., operating as Tiendas 3B, announced the closing of a follow-on underwritten public offering of 15,299,800 Class A common shares at $32.50 per share, including both primary shares from the company and secondary shares sold by existing shareholders.

How many BBB Foods Inc. (TBBB) shares were sold by the company versus shareholders?

In the offering, Tiendas 3B sold 2,695,626 Class A common shares, including 1,995,626 shares from the underwriters’ fully exercised option, while certain selling shareholders sold 12,604,174 Class A common shares, all at a public offering price of $32.50 per share.

How much cash did BBB Foods Inc. (TBBB) and selling shareholders receive from the offering?

Tiendas 3B received gross proceeds of approximately $87.6 million from the primary portion of the offering, while selling shareholders received about $409.64 million in gross proceeds, each before underwriting discounts, commissions, and other offering-related expenses disclosed in the transaction.

What will BBB Foods Inc. (TBBB) use the offering proceeds for?

Tiendas 3B intends to use the net proceeds from its primary share sales for general corporate purposes. The company notes these purposes may include making strategic investments, giving it flexibility to support growth initiatives or other corporate needs as they arise.

Under what registration did BBB Foods Inc. (TBBB) conduct this follow-on offering?

The Class A common shares were offered under an automatic shelf registration statement on Form F-3 filed with the SEC. A related prospectus and prospectus supplement described the final terms of the offering and incorporated other company disclosures by reference.

Which banks acted as underwriters for the BBB Foods Inc. (TBBB) follow-on offering?

J.P. Morgan and Morgan Stanley acted as global coordinators for the Tiendas 3B offering, while BTG Pactual, Santander and Scotiabank served as joint bookrunners, helping market and distribute the Class A common shares to investors under the registered transaction.

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

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Accepted by SEC EDGAR 06/01/2026 - 04:12 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 June 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 ý Form 40-Fo

INCORPORATION BY REFERENCE

This current report and the exhibits hereto are 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.

TABLE OF CONTENTS

Exhibit Number		Exhibit Title
1.1		Underwriting Agreement, dated May 28, 2026, by and among BBB Foods Inc., the underwriters listed on Schedule 1 thereto and the selling shareholders listed on Schedule 2 thereto
5.1		Opinion of Conyers Dill & Pearman, British Virgin Islands legal counsel of BBB Foods Inc.
23.1		Consent of Conyers Dill & Pearman (included in Exhibit 5.1)
99.1		Press Release

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: June 1, 2026

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

Exhibit 99.1

BBB Foods Inc. Announces Closing of Follow-On Offering and Exercise in Full of the Underwriter’s Option to Purchase Additional Shares

Mexico City, June 1, 2026 – BBB Foods Inc. (“Tiendas 3B”) announced today the closing of an underwritten public offering of an aggregate 15,299,800 of its Class A common shares at a price of $32.50 per share, of which 2,695,626 Class A common shares were sold by Tiendas 3B (including 1,995,626 Class A common shares pursuant to the full exercise of the underwriters’ option to purchase additional Class A common shares from us) and 12,604,174 Class A common shares were sold by certain selling shareholders. The gross proceeds to Tiendas 3B were approximately $87.6 million and the gross proceeds to the selling shareholders were approximately $409.64 million, in each case before deducting underwriting discounts and commissions and other offering expenses. The Class A common shares were offered pursuant to an automatic shelf registration statement on Form F-3 filed with the U.S. Securities and Exchange Commission (the “SEC”).

The underwriters’ option to purchase an additional 1,995,626 Class A common shares from Tiendas 3B, was exercised in full and such shares are being delivered concurrently with the closing 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 acted as global coordinators of the offering. BTG Pactual, Santander and Scotiabank acted as joint bookrunners.

Tiendas 3B has filed with the SEC an automatically effective shelf registration statement (including a prospectus) and a prospectus supplement relating to and describing the final terms of the offering. The offering was made only by means of a prospectus and a prospectus supplement that are part of that registration statement. Investors 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. Copies of the registration statement and the prospectus supplement relating to and describing the terms of the offering and any documents incorporated by reference therein, can be accessed for free through the SEC’s website at www.sec.gov. Copies of the 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

Filing Exhibits & Attachments

3 documents

Press Releases

• EX-99.1 EX-99.1 10.8 KB

Other Documents

• EX-1.1 EX-1.1 473.4 KB
• EX-5.1 EX-5.1 46.0 KB