BBB Foods executive converts 266,664 Class C to Class A

BBB Foods Inc executive Diego Ezequiel Apalategui, Director of Sales & Operations, reported the automatic conversion of 266,664 Class C Common Shares into 266,664 Class A Common Shares on August 7, 2026.

Accepted by SEC EDGAR 08/11/2026 - 04:27 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

BBB Foods Inc executive Diego Ezequiel Apalategui, Director of Sales & Operations, reported the automatic conversion of 266,664 Class C Common Shares into 266,664 Class A Common Shares on August 7, 2026. Following the conversion, he directly holds 383,664 Class A Common Shares, including unvested RSUs that now settle in Class A shares. The company states that, as a foreign private issuer, these equity transactions are exempt from Sections 16(b) and 16(c) of the Exchange Act.

Insider Trade Summary

266,664 shares exercised/converted

Exercise 2 txns

Insider Apalategui Diego Ezequiel

Role Director of Sales & Operations

Type	Security	Shares	Price	Value
Conversion	Class C Common Shares F2, F1	266,664	--	--
Conversion	Class A Common Shares F1, F2	266,664	--	--

Holdings After Transaction: Class C Common Shares — 0 shares (Direct); Class A Common Shares — 383,664 shares (Direct)

Footnotes (2)

1. F1. Includes unvested RSUs.
2. F2. On August 7, 2026 all of the Issuer's Class C Common Shares automatically converted into an equal number of Class A Common Shares and all unvested restricted stock units ("RSUs") which were to settle in Class C Common Shares upon the occurrence of time-based vesting events, became RSUs that settle into Class A Common Shares upon the occurrence of time-based vesting events.

Key Figures

Class C shares converted: 266,664 shares Class A shares received: 266,664 shares Class A shares after transaction: 383,664 shares +1 more

4 metrics

Class C shares converted 266,664 shares Class C Common Shares automatically converted into Class A on August 7, 2026

Class A shares received 266,664 shares Class A Common Shares received by conversion of Class C shares

Class A shares after transaction 383,664 shares Direct Class A Common Shares held by Apalategui after conversion, including unvested RSUs

Exercise/Conversion count 1 transaction One derivative conversion (code C) involving 266,664 underlying shares

Key Terms

foreign private issuer, restricted stock units, Class C Common Shares, Class A Common Shares, +1 more

5 terms

foreign private issuer regulatory

"Due to the Issuer's status as a foreign private issuer pursuant to Rule 3a12-3(b)"

A foreign private issuer is a company organized outside the United States that meets tests showing it is primarily foreign-controlled and therefore qualifies for a different set of U.S. reporting rules. For investors, that means the company files less frequent or differently formatted disclosures with U.S. regulators and may follow home-country accounting and governance practices, so buying its stock is like dining at a well-reviewed restaurant that follows its home kitchen’s rules instead of the local menu — you get access but should check what standards apply.

restricted stock units financial

"all unvested restricted stock units ("RSUs") which were to settle in Class C Common Shares"

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.

Class C Common Shares financial

"all of the Issuer's Class C Common Shares automatically converted into an equal number"

Class A Common Shares financial

"converted into an equal number of Class A Common Shares and all unvested restricted"

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).

Sections 16(b) and 16(c) regulatory

"equity securities are exempt from Sections 16(b) and 16(c) of the Act"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider equity transaction did BBB FOODS INC (TBBB) report for Diego Ezequiel Apalategui?

BBB Foods Inc reported that 266,664 Class C Common Shares held by executive Diego Ezequiel Apalategui automatically converted into 266,664 Class A Common Shares on August 7, 2026, as part of a share-class conversion event.

How many BBB FOODS INC (TBBB) Class A shares does Diego Ezequiel Apalategui hold after the conversion?

After the conversion, Diego Ezequiel Apalategui directly holds 383,664 Class A Common Shares of BBB Foods Inc. This total includes unvested restricted stock units (RSUs) that are scheduled to settle in Class A shares upon time-based vesting.

What happened to BBB FOODS INC (TBBB) Class C Common Shares on August 7, 2026?

On August 7, 2026, all Class C Common Shares automatically converted into an equal number of Class A Common Shares. Unvested RSUs that were to settle in Class C shares also became RSUs settling into Class A Common Shares upon time-based vesting.

Were Diego Ezequiel Apalategui’s BBB FOODS INC (TBBB) transactions buy or sell orders?

The filing describes a conversion of derivative securities, not open-market buys or sells. Class C shares were disposed of as they automatically converted into the same number of Class A shares, leaving total economic exposure unchanged in share count terms.

How are unvested RSUs affected for BBB FOODS INC (TBBB) after the Class C to Class A conversion?

Unvested RSUs that were originally to settle in Class C Common Shares became RSUs that will settle into Class A Common Shares. They continue to vest upon time-based vesting events, but now deliver Class A instead of Class C shares.

Why are BBB FOODS INC (TBBB) insider transactions exempt from Sections 16(b) and 16(c)?

BBB Foods Inc states it qualifies as a foreign private issuer under Rule 3a12-3(b) of the Exchange Act. Because of this status, insider transactions in its equity securities are described as exempt from Sections 16(b) and 16(c) of the Act.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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^*

Apalategui Diego Ezequiel

(Last) (First) (Middle)

AV. PDTE. MASARYK 8

POLANCO V SECCION, MIGUEL HIDALGO

(Street)

MEXICO CITY 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)
	Director of Sales & Operations

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
08/07/2026

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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Shares	08/07/2026		C		266,664(1)	A	(2)	383,664(1)	D

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class C Common Shares	(2)	08/07/2026		C			266,664(1)	(2)	(2)	Class A Common Shares	266,664(1)	(2)	0	D

Explanation of Responses:

1. Includes unvested RSUs.

2. On August 7, 2026 all of the Issuer's Class C Common Shares automatically converted into an equal number of Class A Common Shares and all unvested restricted stock units ("RSUs") which were to settle in Class C Common Shares upon the occurrence of time-based vesting events, became RSUs that settle into Class A 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	08/11/2026
	** 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)