BBB Foods CFO converts 830,714 Class C into Class A

BBB FOODS INC Chief Financial Officer Eduardo Pizzuto Espinosa reported an automatic conversion of 830,714 Class C Common Shares into the same number of Class A Common Shares on August 7, 2026.

Accepted by SEC EDGAR 08/11/2026 - 04:21 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

BBB FOODS INC Chief Financial Officer Eduardo Pizzuto Espinosa reported an automatic conversion of 830,714 Class C Common Shares into the same number of Class A Common Shares on August 7, 2026. Following the conversion, he holds 1,005,714 Class A Common Shares, including unvested RSUs. As a foreign private issuer, the company notes these transactions are exempt from Sections 16(b) and 16(c) of the Exchange Act.

Insider Trade Summary

830,714 shares exercised/converted

Exercise 2 txns

Insider Pizzuto Espinosa Eduardo

Role Chief Financial Officer

Type	Security	Shares	Price	Value
Conversion	Class C Common Shares F2, F1	830,714	--	--
Conversion	Class A Common Shares F1, F2	830,714	--	--

Holdings After Transaction: Class C Common Shares — 0 shares (Direct); Class A Common Shares — 1,005,714 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

Derivative shares converted: 830,714 Class C Common Shares Underlying Class A shares received: 830,714 Class A Common Shares Class A holdings after transaction: 1,005,714 Class A Common Shares

3 metrics

Derivative shares converted 830,714 Class C Common Shares Automatic conversion into an equal number of Class A Common Shares on August 7, 2026

Underlying Class A shares received 830,714 Class A Common Shares Received by CFO via conversion of derivative Class C interest

Class A holdings after transaction 1,005,714 Class A Common Shares Direct holdings of CFO after conversion, including unvested RSUs

Key Terms

foreign private issuer, restricted stock units, Sections 16(b) and 16(c), Class C Common Shares

4 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.

Sections 16(b) and 16(c) regulatory

"transactions in the Issuer's equity securities are exempt from Sections 16(b) and 16(c) of the Act"

Class C Common Shares financial

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

FAQ

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

What transaction did TBBB CFO Eduardo Pizzuto Espinosa report on August 7, 2026?

He reported an automatic conversion of 830,714 Class C Common Shares into an equal number of Class A Common Shares. This was a derivative conversion, not an open-market trade, and reflects a capital structure change at BBB FOODS INC.

How many BBB FOODS INC (TBBB) Class A shares does the CFO hold after this Form 4?

After the reported conversion, the CFO holds 1,005,714 Class A Common Shares. This figure includes unvested restricted stock units (RSUs) that are scheduled to settle in Class A shares upon future time-based vesting events.

Did the TBBB CFO buy or sell shares in the market in this Form 4?

No market purchase or sale was reported; the filing shows an automatic conversion of 830,714 Class C shares into Class A shares. One line disposes of the derivative Class C interest, while the other acquires the corresponding non-derivative Class A shares.

What happened to BBB FOODS INC’s 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. At the same time, unvested RSUs that were to settle in Class C shares became RSUs settling in Class A shares upon vesting.

Are the TBBB CFO’s reported transactions subject to Exchange Act Sections 16(b) and 16(c)?

BBB FOODS INC states that, as a foreign private issuer, the CFO’s transactions in its equity securities are exempt from Sections 16(b) and 16(c) of the Securities Exchange Act of 1934 under Rule 3a12-3(b).

Do the TBBB CFO’s holdings include unvested RSUs after the conversion?

Yes. The 1,005,714 Class A Common Shares reported as held by the CFO include unvested RSUs. These restricted stock units will settle into Class A shares upon satisfying time-based vesting conditions described in the equity award terms.

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^*

Pizzuto Espinosa Eduardo

(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)
	Chief Financial Officer

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		830,714(1)	A	(2)	1,005,714(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			830,714(1)	(2)	(2)	Class A Common Shares	830,714(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)