BBB Foods (NYSE: TBBB) CFO sells 180,000 shares in follow-on offering

Filing Impact

(Very High)

Filing Sentiment

(Very Negative)

Form Type

Rhea-AI Filing Summary

BBB Foods Inc Chief Financial Officer Eduardo Pizzuto Espinosa sold 180,000 Class C Common Shares, which automatically converted into an equal number of Class A Common Shares, in an open-market sale at $32.50 per share. These shares were sold pursuant to the company’s follow-on offering, with underwriting discounts and commissions of $0.78 per share. After the transaction, he directly holds 830,714 Class C Common Shares, including unvested restricted stock units that will settle into Class C shares upon time-based vesting events.

Insights

CFO executes sizable sale tied to BBB Foods follow-on offering.

The BBB Foods Inc Chief Financial Officer completed an open-market sale of 180,000 Class C Common Shares at $32.50 per share, automatically converting into the same number of Class A shares under the company’s dual-class structure and follow-on offering mechanics.

After this sale, the CFO still directly holds 830,714 Class C shares, including unvested restricted stock units that vest over time. Based on this filing alone, the sale represents a notable but partial reduction of his position, while a substantial equity stake and equity-based incentives remain in place.

Insider Trade Summary

Net Seller: 180,000 shares ($5,850,000)

Net Sell 1 txn

Insider Pizzuto Espinosa Eduardo

Role Chief Financial Officer

Sold 180,000 shs ($5.85M)

Type	Security	Shares	Price	Value
Sale	Class C Common Shares	180,000	$32.50	$5.85M

Holdings After Transaction: Class C Common Shares — 830,714 shares (Direct, null)

Footnotes (1)

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 6, 2026. These Class C Common Shares automatically converted into an equal number of Class A Common Shares immediately upon their sale pursuant to the Issuer's follow-on offering at a price of $32.50 per Class A Common Share, less underwriting discounts and commissions of $0.78 per share. Includes unvested restricted stock units that settle into Class C Common Shares upon the occurrence of time-based vesting events.

Key Figures

Shares sold: 180,000 shares Sale price: $32.50 per share Underwriting discount: $0.78 per share +2 more

5 metrics

Shares sold 180,000 shares Class C Common Shares sold and converted into Class A

Sale price $32.50 per share Price per Class A Common Share in follow-on offering

Underwriting discount $0.78 per share Underwriting discounts and commissions on Class A shares

Shares held after 830,714 shares CFO’s direct holdings of Class C Common Shares after transaction

Automatic conversion date August 6, 2026 Final automatic conversion date for Class C into Class A

Key Terms

Class C Common Shares, Class A Common Shares, follow-on offering, underwriting discounts and commissions, +1 more

5 terms

Class C Common Shares financial

"Class C Common Shares convert automatically into Issuer Class A Common Shares on a one-for-one basis"

Class A Common Shares financial

"These Class C Common Shares automatically converted into an equal number of Class A Common Shares immediately upon their sale"

A Class A common share is a specific type of ordinary company share that represents an ownership stake and usually carries particular voting rights or payout priorities compared with other share classes. For investors it matters because those differences affect how much influence you have over company decisions, how dividends or liquidation proceeds might be distributed, and how easily the shares trade — like choosing between car models where one has extra features (more control) and another focuses on price or availability (liquidity).

follow-on offering financial

"immediately upon their sale pursuant to the Issuer's follow-on offering at a price of $32.50 per Class A Common Share"

A follow-on offering is when a company sells additional shares to the public after its initial stock listing to raise more cash. For investors it matters because the new shares increase the total number of shares outstanding, which can reduce each existing shareholder’s ownership share and earnings per share—similar to baking more loaves of bread after the first batch, which means each slice represents a slightly smaller piece of the whole; the funds raised can also support growth or pay debt.

underwriting discounts and commissions financial

"at a price of $32.50 per Class A Common Share, less underwriting discounts and commissions of $0.78 per share"

Underwriting discounts and commissions are fees paid to financial institutions that help sell new securities to investors. They act like a commission for their role in connecting companies with buyers, often reducing the amount of money the issuing company raises. For investors, understanding these costs helps gauge how much of their investment is going toward the actual securities versus fees paid to middlemen.

restricted stock units financial

"Includes unvested restricted stock units that settle into Class C Common Shares upon the occurrence of time-based vesting events"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

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Form 4 Insider Transactions: What Each Field Means →

06/03/2026 - 05:16 PM

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

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. Issuer Name and Ticker or Trading Symbol
BBB FOODS INC [ TBBB ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/01/2026

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

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class C Common Shares	⁽¹⁾	06/01/2026		S			180,000	⁽²⁾	⁽²⁾	Class A Common Shares	180,000	$32.5⁽²⁾	830,714⁽³⁾	D

Explanation of Responses:

1. 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 6, 2026.

2. These Class C Common Shares automatically converted into an equal number of Class A Common Shares immediately upon their sale pursuant to the Issuer's follow-on offering at a price of $32.50 per Class A Common Share, less underwriting discounts and commissions of $0.78 per share.

3. Includes unvested restricted stock units that settle into Class C Common Shares upon the occurrence of time-based vesting events.

Remarks:

Due to the Issuer's status as a foreign private issuer pursuant to Rule 3a12-3(b) under the Securities Exchange Act of 1934 (the "Act"), the Reporting Person's transactions in the Issuer's equity securities are exempt from Sections 16(b) and 16(c) of the Act.

	/s/ Amparo Martinez Ruiz, as Attorney-In-Fact	06/03/2026
	** 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 4 (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 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did BBB FOODS INC (TBBB) report for its CFO?

BBB Foods Inc reported that Chief Financial Officer Eduardo Pizzuto Espinosa sold 180,000 Class C Common Shares. These shares automatically converted into the same number of Class A Common Shares and were sold at $32.50 per share as part of the company’s follow-on offering.

At what price did the BBB FOODS INC (TBBB) CFO sell his shares?

The CFO’s 180,000 Class C Common Shares were sold at $32.50 per share. The transaction occurred in connection with BBB Foods Inc’s follow-on offering and reflected underwriting discounts and commissions of $0.78 per share on the Class A Common Shares sold.

How many BBB FOODS INC (TBBB) shares does the CFO hold after this sale?

Following the sale, the Chief Financial Officer directly holds 830,714 Class C Common Shares. This figure includes unvested restricted stock units that will settle into Class C Common Shares once the specified time-based vesting conditions are satisfied, maintaining a significant ongoing equity interest.

How do BBB FOODS INC (TBBB) Class C Common Shares convert into Class A shares?

BBB Foods Inc Class C Common Shares convert automatically into Class A Common Shares on a one-for-one basis in certain situations, including sales into the public market, specified transfers, and, if not converted earlier, automatically on August 6, 2026, according to the company’s memorandum and articles of association.

Were the BBB FOODS INC (TBBB) CFO’s shares sold as part of a follow-on offering?

Yes. The filing states these Class C Common Shares automatically converted into an equal number of Class A Common Shares immediately upon their sale pursuant to BBB Foods Inc’s follow-on offering, at a price of $32.50 per Class A Common Share, less $0.78 per share in underwriting discounts and commissions.