BBB Foods (TBBB) HR director reports sizable stock options and RSUs

Rhea-AI Filing Summary

BBB Foods Inc Director of Human Resources Suarez Imer Nelson Javier reported his initial holdings, mainly consisting of stock options and common shares. He directly holds 70,000 Class A Common Shares, which include 26,666 unvested restricted stock units that will vest in two equal annual installments beginning on January 1, 2027.

He also holds multiple tranches of stock options over Class C and Class A shares, with exercise prices ranging from $1.33 to $34.79 per share and expirations extending through 2053. These include options over 600,000, 540,000 and 510,000 Class C underlying shares at higher exercise prices, and 200,000 Class A underlying shares at an exercise price of $34.79. Footnotes state that certain options are already fully vested, while others vest 25% per year over five years, and that Class C Common Shares automatically convert into Class A Common Shares on a one-for-one basis upon specified events or by 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^*

Suarez Imer Nelson Javier

(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)
	Director of Human Resources

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	70,000(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)	12/16/2041	Class C Common Shares(3)	23,847	$1.33	D
Stock Options (Right to Buy)	(2)	12/16/2042	Class C Common Shares(3)	120,000	$1.67	D
Stock Options (Right to Buy)	(2)	12/16/2043	Class C Common Shares(3)	120,000	$2	D
Stock Options (Right to Buy)	(2)	12/16/2044	Class C Common Shares(3)	120,000	$2.17	D
Stock Options (Right to Buy)	(2)	12/16/2045	Class C Common Shares(3)	120,000	$2.17	D
Stock Options (Right to Buy)	(2)	12/16/2046	Class C Common Shares(3)	144,000	$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)	600,000	$12.17	D
Stock Options (Right to Buy)	(10)	12/16/2035	Class A Common Shares	200,000	$34.79	D

Explanation of Responses:

1. Includes 26,666 unvested restricted stock units which will vest in two equal annual installments beginning 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 five year period with 25% of such options vesting on the second, third, fourth and fifth anniversaries of December 9, 2025.

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 the BBB Foods (TBBB) Form 3 filing report for Suarez Imer Nelson Javier?

The Form 3 reports Suarez Imer Nelson Javier’s initial ownership in BBB Foods, including common shares, unvested restricted stock units, and multiple stock option grants with long-dated expirations and various exercise prices across both Class A and Class C Common Shares.

How many BBB Foods (TBBB) Class A Common Shares does Suarez Imer Nelson Javier hold?

He directly holds 70,000 Class A Common Shares. This amount includes 26,666 unvested restricted stock units that are scheduled to vest in two equal annual installments starting on January 1, 2027, expanding his direct equity exposure over time as they vest.

What stock options over Class C shares are reported for Suarez Imer Nelson Javier at BBB Foods (TBBB)?

He holds several stock option tranches over Class C Common Shares, with underlying amounts such as 600,000, 540,000 and 510,000 shares and exercise prices including $12.17, $9.67 and $6.33 per share, alongside smaller earlier grants at lower exercise prices and earlier expirations.

How do Suarez Imer Nelson Javier’s Class C shares convert at BBB Foods (TBBB)?

Class C Common Shares convert automatically into Class A Common Shares on a one-for-one basis upon sale into the public market, certain transfers described in the company’s governing documents, and, if not converted earlier, automatically on August 8, 2026, simplifying the capital structure over time.

What are the vesting terms for Suarez Imer Nelson Javier’s BBB Foods (TBBB) stock options?

Footnotes explain some options are fully vested, while others vest over five years, with 25% of each such grant vesting on the second, third, fourth and fifth anniversaries of specified grant dates in December 2021, 2022, 2023 and December 9, 2025, aligning incentives with long-term service.

When do Suarez Imer Nelson Javier’s BBB Foods (TBBB) stock options expire?

The options have staggered expiration dates, with earlier grants expiring between 2041 and 2046 and later long-term awards expiring on December 16, 2051, December 16, 2052 and December 16, 2053, providing extended potential exercise windows under the company’s equity compensation structure.