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  4. [Form 3] BBB FOODS INC Initial Statement of Beneficial Ownership

Director Sami Khouri details BBB Foods (TBBB) options and multi-class share holdings

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
3

Rhea-AI Filing Summary

BBB Foods Inc director Sami Gabriel Khouri filed an initial ownership report detailing his equity interests. He holds stock options exercisable for 94,998 Class C Common Shares at $2.3700 per share and additional options for 94,998 Class C shares at $3.6700, all expiring on December 16, 2050. The filing also shows indirect ownership of 3,719,648 Class C Common Shares through MNCF Ltd., plus 20,000 Class A Common Shares held directly. Class C shares automatically convert into Class A Common Shares on a one-for-one basis upon certain transfers or, if earlier conversion events do not occur, on August 8, 2026. The reporting person disclaims beneficial ownership beyond his pecuniary interest.

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Insider Khouri Sami Gabriel
Role Director
Type Security Shares Price Value
holding Stock Options (Right to Buy) -- -- --
holding Stock Options (Right to Buy) -- -- --
holding Class C Common Shares -- -- --
holding Class A Common Shares -- -- --
Holdings After Transaction: Stock Options (Right to Buy) — 189,996 shares (Direct); Class C Common Shares — 3,719,648 shares (Indirect, By MNCF Ltd.); Class A Common Shares — 20,000 shares (Direct)
Footnotes (3)
  1. F1. These options are fully vested.
  2. F2. Class 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 8, 2026.
  3. F3. The 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.

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FAQ

What does the Form 3 filing by BBB Foods (TBBB) director Sami Gabriel Khouri show?
The filing lists Sami Gabriel Khouri’s existing holdings in BBB Foods, including stock options and common shares. It serves as an initial baseline of his equity position as a director, without reporting any new purchases, sales, or option exercises.

How many BBB Foods (TBBB) stock options does Sami Gabriel Khouri hold?
He holds fully vested stock options tied to 94,998 Class C shares at $2.3700 and another 94,998 at $3.6700, both expiring on December 16, 2050. These options give him the right to buy Class C Common Shares at the stated exercise prices.

What indirect BBB Foods (TBBB) shareholdings are reported for Sami Gabriel Khouri?
The report shows 3,719,648 Class C Common Shares held indirectly through MNCF Ltd. These shares are attributed as indirect ownership, and Khouri disclaims beneficial ownership beyond any pecuniary interest, consistent with standard Section 16 disclosure practices.

How do BBB Foods (TBBB) Class C shares convert into Class A shares?
Class C Common Shares convert automatically into Class A Common Shares on a one-for-one basis upon certain transfers or sales into the public market. Any remaining Class C shares convert on August 8, 2026, according to the company’s memorandum and articles of association.

Does Sami Gabriel Khouri hold BBB Foods (TBBB) Class A Common Shares directly?
Yes. The filing reports 20,000 Class A Common Shares held directly by him. This is in addition to his stock options and the larger block of Class C shares held indirectly through MNCF Ltd., forming part of his overall economic exposure.

Are the stock options in BBB Foods (TBBB) reported by Sami Gabriel Khouri vested?
Yes. A footnote states that the reported stock options are fully vested. This means they are currently exercisable at their respective exercise prices, subject to any applicable company or regulatory restrictions on exercise or sale.
SEC Form 3
FORM 3UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0104
Estimated average burden
hours per response:0.5
1. Name and Address of Reporting Person*
Khouri Sami Gabriel
(Last)(First)(Middle)
AV. PDTE. MASARYK 8
POLANCO V SECCION, MIGUEL HIDALGO
(Street)
MEXICO CITYMEXICO11560
(City)(State)(Zip)
MEXICO
(Country)		2. Date of Event Requiring Statement (Month/Day/Year)
03/18/2026		3. Issuer Name and Ticker or Trading Symbol
BBB FOODS INC [ TBBB ]
3a. Foreign Trading Symbol
5. If Amendment, Date of Original Filed (Month/Day/Year)
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
Officer (give title below)Other (specify below)
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Shares20,000D
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year)3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date ExercisableExpiration DateTitleAmount or Number of Shares
Stock Options (Right to Buy) (1)12/16/2050Class C Common Shares(2)94,998$2.37D
Stock Options (Right to Buy) (1)12/16/2050Class C Common Shares(2)94,998$3.67D
Class C Common Shares (2) (2)Class A Common Shares3,719,648(2)IBy MNCF Ltd.(3)
Explanation of Responses:
1. These options are fully vested.
2. Class 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 8, 2026.
3. The 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:
Exhibit List: Exhibit 24 - Power of Attorney. Exhibit 24 - Power of Attorney
/s/ Amparo Martinez Ruiz, as Attorney-In-Fact03/18/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 3: SEC 1473 (03-26)

Source: View Original Filing on SEC EDGAR