BBB Foods (TBBB) CFO details share, RSU and stock option holdings

Rhea-AI Filing Summary

BBB Foods Inc Chief Financial Officer Eduardo Pizzuto Espinosa has filed an initial Form 3 reporting his equity holdings in the company. He directly holds 1,010,714 Class C common shares, which automatically convert into Class A common shares on a one-for-one basis under specified conditions, and 175,000 Class A common shares, including 56,666 unvested restricted stock units with scheduled vesting through 2027.

He also reports a broad package of stock options over Class C and Class A common shares with exercise prices ranging from $0.58 to $34.79 per share and expirations extending from 2035 to 2053, some fully vested and others vesting in annual installments. In addition, 1,000,000 Class C common shares began vesting on June 30, 2025, with 749,998 unvested shares scheduled to vest in eight equal quarterly installments beginning on March 31, 2026. The filing reflects existing holdings and compensation arrangements rather than new market transactions.

SEC Form 3

FORM 3

UNITED 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

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1. Name and Address of Reporting Person^*

Pizzuto Espinosa Eduardo

(Last) (First) (Middle)

AV. PDTE. MASARYK 8

POLANCO V SECCION, MIGUEL HIDALGO

(Street)

MEXICO CITY MEXICO 11560

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Financial Officer

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form 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 Shares	175,000(1)	D

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 Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Options (Right to Buy)	(2)	12/16/2037	Class C Common shares(3)	55,964	$0.58	D
Stock Options (Right to Buy)	(2)	12/16/2038	Class C Common Shares(3)	150,000	$0.83	D
Stock Options (Right to Buy)	(2)	12/16/2039	Class C Common Shares(3)	150,000	$1.08	D
Stock Options (Right to Buy)	(2)	12/16/2040	Class C Common Shares(3)	150,000	$1.08	D
Stock Options (Right to Buy)	(2)	12/16/2041	Class C Common Shares(3)	150,000	$1.33	D
Stock Options (Right to Buy)	(2)	12/16/2042	Class C Common Shares(3)	192,000	$1.67	D
Stock Options (Right to Buy)	(2)	12/16/2043	Class C Common Shares(3)	192,000	$2	D
Stock Options (Right to Buy)	(2)	12/16/2044	Class C Common Shares(3)	192,000	$2.17	D
Stock Options (Right to Buy)	(2)	12/16/2045	Class C Common Shares(3)	192,000	$2.17	D
Stock Options (Right to Buy)	(2)	12/16/2046	Class C Common Shares(3)	230,400	$1.9	D
Stock Options (Right to Buy)	(2)	12/16/2050	Class C Common Shares(3)	375,000	$2.37	D
Stock Options (Right to Buy)	(2)	12/16/2050	Class C Common Shares(3)	375,000	$3.67	D
Stock Options (Right to Buy)	(4)	(5)	Class C Common Shares(3)	510,000	$6.33	D
Stock Options (Right to Buy)	(6)	(7)	Class C Common Shares(3)	540,000	$9.67	D
Stock Options (Right to Buy)	(8)	(9)	Class C Common Shares(3)	720,000	$12.17	D
Stock Options (Right to Buy)	(10)	12/16/2035	Class A Common Shares	300,000	$34.79	D
Class C Common Shares	(3)	(3)	Class A Common Shares(3)	1,010,714(11)	(3)	D

Explanation of Responses:

1. Includes 56,666 unvested restricted stock units of which 26,666 unvested restricted stock units which will vest in two equal annual installments beginning on January 1, 2027 and 30,000 unvested restricted stock units which will vest on January 1, 2027.

2. These options are fully vested.

3. 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.

4. These options vest over a five year period with 25% of such options vesting on the second, third, fourth and fifth anniversaries of December 15, 2021.

5. Expiration date is December 16, 2051.

6. These options vest over a five year period with 25% of such options vesting on the second, third, fourth and fifth anniversaries of December 15, 2022.

7. Expiration date is December 16, 2052.

8. These options vest over a five year period with 25% of such options vesting on the second, third, fourth and fifth anniversaries of December 15, 2023.

9. Expiration date is December 16, 2053.

10. These options vest over a four year period with 25% of such options vesting on the first, second, third and fourth anniversaries of December 9, 2025.

11. 1,000,000 Class C Common Shares commenced vesting on June 30, 2025, subject to 12 quarterly installments and, as of the date hereof, 749,998 Class C Common Shares are unvested and will vest in 8 equal quarterly installments beginning on March 31, 2026.

Remarks:

Exhibit List: Exhibit 24 - Power of Attorney. Exhibit 24 - Power of Attorney.

	/s/ Amparo Martinez Ruiz, as Attorney-In-Fact	03/18/2026
	** Signature of Reporting Person	Date
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)

FAQ

What does BBB Foods (TBBB) CFO Eduardo Pizzuto Espinosa report on his Form 3?

He reports his existing equity holdings and awards in BBB Foods. This includes Class A and Class C common shares, unvested restricted stock units, and multiple stock option grants with long-dated expirations and structured vesting schedules, reflecting his overall equity-based compensation position.

How many BBB Foods (TBBB) Class C shares does the CFO hold?

He holds 1,010,714 Class C common shares in BBB Foods. These Class C shares automatically convert into Class A common shares on a one-for-one basis upon certain transfers, sales into the public market, or automatically on August 8, 2026, if not converted earlier.

What Class A common share position does the BBB Foods (TBBB) CFO disclose?

He reports ownership of 175,000 Class A common shares of BBB Foods. This amount includes 56,666 unvested restricted stock units scheduled to vest in installments through January 1, 2027, providing a mix of currently owned and time-vested Class A equity exposure.

What stock options are disclosed by the BBB Foods (TBBB) CFO on the Form 3?

He lists numerous stock options over Class C and Class A common shares. Exercise prices range from $0.58 to $34.79 per share, with expirations between 2035 and 2053. Some options are fully vested, while others vest in equal annual installments over four or five years.

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. Conversion occurs upon sale into the public market, most transfers other than limited carve-outs, and automatically on August 8, 2026, for any remaining unconverted Class C shares.

What future vesting of BBB Foods (TBBB) Class C equity does the CFO report?

The CFO notes 1,000,000 Class C common shares that began vesting on June 30, 2025. As of the filing date, 749,998 of these are unvested and are scheduled to vest in eight equal quarterly installments beginning on March 31, 2026, subject to continued service conditions.