BBB Foods (NYSE: TBBB) CEO-linked entity sells 150k shares, buys 10k in mixed Form 4 trades

Filing Impact

(Very High)

Filing Sentiment

(Very Negative)

Form Type

Rhea-AI Filing Summary

BBB Foods Inc director and CEO Kamal Anthony Hatoum reported mixed indirect trades through Bolton Partners Ltd. On Class C Common Shares, Bolton Partners sold 150,000 shares at $32.50 per share, which automatically converted into an equal number of Class A Common Shares upon sale in a follow-on offering.

On the same date, Bolton Partners purchased 10,000 Class B Common Shares at $32.50 per share. After these transactions, indirect holdings reported were 16,003,914 Class C Common Shares and 5,210,000 Class B Common Shares. The reporting person disclaims beneficial ownership except to the extent of pecuniary interest.

Insider Trade Summary

Net Seller: 140,000 shares ($4,875,000)

Net Sell 2 txns

Insider Hatoum Kamal Anthony

Role Chairman & CEO

Bought 10,000 shs ($325K)

Sold 150,000 shs ($4.88M)

Type	Security	Shares	Price	Value
Purchase	Class B Common Shares	10,000	$32.50	$325K
Sale	Class C Common Shares	150,000	$32.50	$4.88M

Holdings After Transaction: Class B Common Shares — 5,210,000 shares (Indirect, By Bolton Partners Ltd.); Class C Common Shares — 16,003,914 shares (Indirect, By Bolton Partners Ltd.)

Footnotes (1)

Class B 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 certain permitted transfers as described in the Issuer's memorandum and articles of association); and (iii) at such time as the number of issued and outstanding Class B Common Shares represents less than 1.0% of the aggregate number of common shares of the Issuer. Class B Common Shares convert automatically into Issuer Class C Common Shares on a one-for-one basis upon foreclosure or enforcement of any pledge over the Class B Common Shares. To the extent not converted earlier, on August 6, 2026, the Class B Common Shares will be convertible into Issuer Class A Common Shares at any time at the holder's option. 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. 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 restricted stock units that settle into Class C Common Shares upon the occurrence of time-based vesting events.

Key Figures

Class C shares sold: 150,000 shares Sale price: $32.50/share Class B shares bought: 10,000 shares +4 more

7 metrics

Class C shares sold 150,000 shares Class C Common Shares sold at $32.50 on 2026-06-01

Sale price $32.50/share Price for Class C sale and Class B purchase

Class B shares bought 10,000 shares Class B Common Shares purchased on 2026-06-01

Net shares sold 140,000 shares Net of buy and sell transactions in filing

Class C holdings after 16,003,914 shares Indirect Class C Common Shares following transactions

Class B holdings after 5,210,000 shares Indirect Class B Common Shares following transactions

Underwriting discount $0.78/share Discount per share in follow-on offering for Class A

Key Terms

Class B Common Shares, Class C Common Shares, follow-on offering, underwriting discounts and commissions, +2 more

6 terms

Class B Common Shares financial

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

Class B common shares are one of multiple types of a company’s ordinary stock that usually differ from other classes in voting power, dividend priority, or transferability. For investors, the difference matters because owning Class B may mean less control over corporate decisions or different income potential compared with other share classes—like having a seat with fewer votes at a board meeting while still sharing in the company’s profits.

Class C Common Shares financial

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

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.

pecuniary interest financial

"except to the extent of such Reporting Person's pecuniary interest therein"

restricted stock units financial

"Includes 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 - 07:07 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^*

Hatoum Kamal Anthony

(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)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chairman & CEO

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 B Common Shares	⁽¹⁾	06/01/2026		P		10,000		⁽¹⁾	⁽¹⁾	Class A Common Shares	10,000	$32.5	5,210,000	I	By Bolton Partners Ltd.⁽²⁾
Class C Common Shares	⁽³⁾	06/01/2026		S			150,000	⁽⁴⁾	⁽⁴⁾	Class A Common Shares	150,000	$32.5⁽⁴⁾	16,003,914⁽⁵⁾	I	By Bolton Partners Ltd.⁽²⁾

Explanation of Responses:

1. Class B 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 certain permitted transfers as described in the Issuer's memorandum and articles of association); and (iii) at such time as the number of issued and outstanding Class B Common Shares represents less than 1.0% of the aggregate number of common shares of the Issuer. Class B Common Shares convert automatically into Issuer Class C Common Shares on a one-for-one basis upon foreclosure or enforcement of any pledge over the Class B Common Shares. To the extent not converted earlier, on August 6, 2026, the Class B Common Shares will be convertible into Issuer Class A Common Shares at any time at the holder's option.

2. 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.

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 6, 2026.

4. 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.

5. Includes 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 transactions did TBBB Chairman & CEO Kamal Anthony Hatoum report?

The filing shows mixed indirect trades via Bolton Partners Ltd., including a sale of 150,000 Class C Common Shares and a purchase of 10,000 Class B Common Shares, both at $32.50 per share, reflecting a net reduction in shares tied to Class A equivalents.

How many BBB Foods (TBBB) shares were sold in the latest Form 4?

Bolton Partners Ltd., associated with the CEO, sold 150,000 Class C Common Shares at $32.50 per share. These Class C shares automatically converted into an equal number of Class A Common Shares upon sale in a follow-on offering, according to the disclosure.

Did the TBBB insider also buy shares in this Form 4 filing?

Yes. Bolton Partners Ltd. purchased 10,000 Class B Common Shares at $32.50 per share. The Class B shares are convertible into Class A Common Shares under specified conditions described in the company’s governing documents and summarized in the footnotes.

What are the CEO’s indirect holdings in BBB Foods (TBBB) after these transactions?

After the reported trades, indirect holdings through Bolton Partners Ltd. are 16,003,914 Class C Common Shares and 5,210,000 Class B Common Shares. The reporting person disclaims beneficial ownership except to the extent of any pecuniary interest in these securities.

How do TBBB Class B and Class C Common Shares convert into Class A shares?

Class B and Class C Common Shares each automatically convert into Issuer Class A Common Shares on a one-for-one basis upon specified events, including certain sales or transfers, and by August 6, 2026 under conditions detailed in the company’s memorandum and articles.

What price was used in the BBB Foods (TBBB) follow-on offering mentioned in the Form 4?

The filing states that the Class C Common Shares sold converted into Class A Common Shares upon sale in the issuer’s follow-on offering at $32.50 per Class A Common Share, less underwriting discounts and commissions of $0.78 per share.