BBB Foods director converts and exercises options
BBB Foods Inc director Sami Gabriel Khouri reported several equity transactions on August 7, 2026.
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Form Type
4
Rhea-AI Filing Summary
BBB Foods Inc director Sami Gabriel Khouri reported several equity transactions on August 7, 2026. All 3,369,648 Class C shares held indirectly through MNCF Ltd. automatically converted into the same number of Class A shares. He also exercised 189,996 stock options (at $2.37 and $3.67 per share) for Class A shares, with 14,101 Class A shares delivered or withheld for payment of exercise price or tax liability. Beneficial ownership of the indirectly held shares is disclaimed except to the extent of pecuniary interest.
Insider Trade Summary
3,559,644 shares exercised/converted
Exercise
7 txns
Insider
Khouri Sami Gabriel
Role
Director
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Conversion | Class C Common Shares F1, F2 | 3,369,648 | -- | -- |
| Exercise | Stock Options (Right to Buy) F3, F4 | 94,998 | $0.00 | $0.00 |
| Exercise | Stock Options (Right to Buy) F3, F4 | 94,998 | $0.00 | $0.00 |
| Conversion | Class A Common Shares F1, F2 | 3,369,648 | -- | -- |
| Exercise | Class A Common Shares | 94,998 | $2.37 | $225K |
| Exercise | Class A Common Shares | 94,998 | $3.67 | $349K |
| Exercise Price or Tax Liability | Class A Common Shares | 14,101 | $40.67 | $573K |
Holdings After Transaction:
Class C Common Shares — 0 shares (Indirect, By MNCF Ltd.);
Stock Options (Right to Buy) — 0 options (Direct);
Class A Common Shares — 3,369,648 shares (Indirect, By MNCF Ltd.);
Class A Common Shares — 195,895 shares (Direct)
Footnotes (4)
- F1. All of the Issuer's Class C Common Shares automatically converted into an equal number of Class A Common Shares on August 7, 2026.
- F2. The Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for purposes of Section 16 or any other purpose.
- F3. These options are fully vested.
- F4. These options were originally exercisable for Class C Common Shares. 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 options exercisable for Class C Common Shares became exercisable for Class A Common Shares.
Key Figures
Class C to Class A conversion: 3,369,648 shares
Options exercised at $2.37: 94,998 shares at $2.37 per share
Options exercised at $3.67: 94,998 shares at $3.67 per share
+2 more
5 metrics
Class C to Class A conversion
3,369,648 shares
Class C Common Shares automatically converted into an equal number of Class A Common Shares on August 7, 2026
Options exercised at $2.37
94,998 shares at $2.37 per share
Stock options (right to buy) exercised into Class A Common Shares, expiration December 16, 2050
Options exercised at $3.67
94,998 shares at $3.67 per share
Stock options (right to buy) exercised into Class A Common Shares, expiration December 16, 2050
Shares for exercise price or tax
14,101 shares at $40.67 per share
Class A shares delivered or withheld for payment of exercise price or tax liability
Indirect Class A holdings via MNCF Ltd.
3,369,648 shares
Class A Common Shares held indirectly, with beneficial ownership disclaimed except for pecuniary interest
Key Terms
foreign private issuer, automatic conversion, pecuniary interest, beneficial ownership, +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.
automatic conversion financial
"All of the Issuer's Class C Common Shares automatically converted into an equal number of Class A"
pecuniary interest financial
"disclaims beneficial ownership... except to the extent of such Reporting Person's pecuniary interest"
beneficial ownership regulatory
"this report shall not be deemed an admission that the Reporting Person is the beneficial owner"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
Payment of exercise price or tax liability financial
"Payment of exercise price or tax liability by delivering or withholding securities"
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What equity transactions did TBBB director Sami Gabriel Khouri report on August 7, 2026?
On August 7, 2026, Khouri reported the automatic conversion of 3,369,648 Class C into Class A shares via MNCF Ltd., the exercise of 189,996 stock options for Class A shares, and the delivery or withholding of 14,101 Class A shares to cover exercise price or tax liability.
What stock options did Sami Gabriel Khouri exercise in BBB Foods (TBBB)?
Khouri exercised two tranches of options for a total of 189,996 Class A shares, with 94,998 options at an exercise price of $2.37 per share and another 94,998 options at $3.67 per share, all fully vested as of the transaction date.
How are MNCF Ltd.’s BBB Foods (TBBB) holdings attributed to Sami Gabriel Khouri?
The 3,369,648 Class A shares are held indirectly "By MNCF Ltd." and Khouri disclaims beneficial ownership except for his pecuniary interest. The filing states it should not be deemed an admission that he is the beneficial owner for Section 16 or other purposes.
Are Sami Gabriel Khouri’s BBB Foods (TBBB) transactions subject to Section 16(b) and 16(c)?
The filing notes that, because BBB Foods is a foreign private issuer under Rule 3a12-3(b), Khouri’s transactions in its equity securities are exempt from Sections 16(b) and 16(c) of the Securities Exchange Act of 1934.
AI-generated analysis. How Rhea-AI works. Not financial advice.
