Director at BBB Foods (TBBB) discloses 90,000 Class C option awards

Rhea-AI Filing Summary

BBB FOODS INC director Stephanie Cecile Martinez filed an initial ownership report showing she holds stock options to acquire 90,000 Class C common shares at an exercise price of $12.17 per share. These options vest in four equal 25% installments on the second through fifth anniversaries of December 15, 2023.

The options expire on December 16, 2053. The underlying Class C common shares automatically convert into Class A common shares on a one-for-one basis upon certain transfers or sales into the public market, or if still outstanding, on August 8, 2026.

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^*

Martinez Stephanie Cecile

(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)

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

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)

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)	(1)	(2)	Class C Common Shares(3)	90,000	$12.17	D

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, 2023.

2. Expiration date is December 16, 2053.

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-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 did BBB FOODS (TBBB) director Stephanie Cecile Martinez report in this Form 3?

She reported holding stock options on 90,000 Class C common shares of BBB FOODS INC. These options are an existing equity award, not a new market trade, and are disclosed as her initial beneficial ownership as a company director.

What are the key terms of Stephanie Martinez’s BBB FOODS stock options?

The stock options allow her to buy 90,000 Class C common shares at $12.17 per share. They vest in four equal 25% tranches on the second, third, fourth, and fifth anniversaries of December 15, 2023, and expire on December 16, 2053.

How do BBB FOODS Class C common shares convert into Class A shares?

Each Class C common share converts automatically into one Class A common share. Conversion occurs upon sale into the public market, most transfers except certain connected-person transfers, or automatically on August 8, 2026, if not converted earlier under the issuer’s governing documents.

Does the BBB FOODS (TBBB) Form 3 show any stock being bought or sold?

No, the filing records an existing stock option position rather than a purchase or sale. It lists 90,000 underlying Class C common shares tied to options, with no open-market buy or sell transactions reported in this initial ownership statement.

When do Stephanie Martinez’s BBB FOODS options fully vest and when do they expire?

The options vest over five years, with 25% vesting on each of the second, third, fourth, and fifth anniversaries of December 15, 2023. They have a long-dated expiration, ending on December 16, 2053, if not exercised earlier.