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

Director at BBB Foods (TBBB) reports 85,520 Class C-linked stock options

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

Rhea-AI Filing Summary

BBB Foods Inc$9.67 per share.

These options vest over five years, with 25% vesting on each of the second, third, fourth and fifth anniversaries of December 15, 2022, and expire on December 16, 2052. The Class C shares automatically convert into Class A Common Shares on a one-for-one basis upon specified transfers or, if earlier conversion has not occurred, on August 8, 2026.

Positive

  • None.

Negative

  • None.
Insider Reich Sapire Rose Nicole Dominique
Role Director
Type Security Shares Price Value
holding Stock Options (Right to Buy) -- -- --
Holdings After Transaction: Stock Options (Right to Buy) — 85,520 shares (Direct)
Footnotes (3)
  1. F1. 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.
  2. F2. Expiration date is December 16, 2052
  3. F3. 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.

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FAQ

What does the Form 3 filing by BBB Foods Inc (TBBB) director report?
The Form 3 reports initial ownership of stock options linked to 85,520 Class C Common Shares at an exercise price of $9.67. It establishes the director’s starting derivative position as a reporting insider of BBB Foods Inc.

How many BBB Foods (TBBB) shares are covered by the director’s options?
The options cover 85,520 underlying Class C Common Shares. These shares convert into Class A Common Shares on a one-for-one basis upon certain transfers or automatically on August 8, 2026 if not converted earlier.

What is the vesting schedule for BBB Foods (TBBB) director’s stock options?
The options vest over five years, with 25% vesting on each of the second, third, fourth and fifth anniversaries of December 15, 2022. This creates four equal annual vesting tranches after the initial grant date.

When do the BBB Foods Inc (TBBB) director’s stock options expire?
The stock options expire on December 16, 2052. This long-dated expiration gives the director an extended period to potentially exercise the options after they vest according to the disclosed schedule.

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 public sale, most transfers described in governing documents, or automatically on August 8, 2026 if earlier conversion has not occurred.
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*
Reich Sapire Rose Nicole Dominique
(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)
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) (2)Class C Common Shares(3)85,520$9.67D
Explanation of Responses:
1. 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.
2. Expiration date is December 16, 2052
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.
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