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BBB Foods (TBBB) sales & operations chief sells 133,336 converting shares

Filing Impact
(Very High)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

BBB Foods Inc officer Diego Ezequiel Apalategui reported selling 133,336 Class C Common Shares. The sale occurred at a price of $32.50 per share in connection with the company’s follow-on offering.

These Class C shares automatically converted into an equal number of Class A Common Shares immediately upon sale, consistent with the company’s share structure. After the transaction, Apalategui holds 266,664 Class C Common Shares, which the notes state includes unvested restricted stock units that will settle into Class C shares when time-based vesting conditions are met.

Positive

  • None.

Negative

  • None.
Insider Apalategui Diego Ezequiel
Role Director of Sales & Operations
Sold 133,336 shs ($4.33M)
Type Security Shares Price Value
Sale Class C Common Shares 133,336 $32.50 $4.33M
Holdings After Transaction: Class C Common Shares — 266,664 shares (Direct, null)
Footnotes (1)
  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.
Shares sold 133,336 shares Class C Common Shares sold on 2026-06-01
Sale price $32.50 per share Price per Class A share in follow-on offering
Shares held after 266,664 shares Class C Common Shares directly held post-transaction
Conversion ratio 1-for-1 Class C Common Shares to Class A Common Shares
Underwriting discount $0.78 per share Discount and commission per Class A share in offering
Automatic conversion date August 6, 2026 Latest date when remaining Class C convert if not earlier
Class C Common Shares financial
"These Class C Common Shares automatically converted into an equal number of Class A Common Shares"
Class A Common Shares financial
"convert automatically into Issuer Class A Common Shares on a one-for-one basis"
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"
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"
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 →
SEC Form 4
FORM 4UNITED 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 CITYMEXICO11560
(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)
Director10% Owner
XOfficer (give title below)Other (specify below)
Director of Sales & Operations
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
06/01/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Class C Common Shares(1)06/01/2026S133,336 (2) (2)Class A Common Shares133,336$32.5(2)266,664(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-Fact06/03/2026
** Signature of Reporting PersonDate
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 did BBB FOODS INC (TBBB) insider Diego Apalategui report on this Form 4?

Diego Apalategui reported an open-market sale of 133,336 Class C Common Shares of BBB Foods Inc at $32.50 per share. The filing also shows his remaining direct holdings after the sale and explains how Class C shares convert into Class A shares.

How many BBB FOODS INC (TBBB) shares did the insider sell and at what price?

The insider sold 133,336 Class C Common Shares at $32.50 per share. According to the notes, these shares automatically converted into the same number of Class A Common Shares upon sale in connection with the company’s follow-on offering.

What are Class C Common Shares of BBB FOODS INC (TBBB) and how do they convert?

BBB Foods’ Class C Common Shares convert into Class A Common Shares on a one-for-one basis upon sale into the public market, certain transfers, or automatically on August 6, 2026. This structure links insider Class C holdings to the publicly traded Class A shares.

How many BBB FOODS INC (TBBB) shares does the insider hold after this transaction?

After the reported sale, Diego Apalategui directly holds 266,664 Class C Common Shares. A footnote explains this figure includes unvested restricted stock units that will settle into Class C Common Shares once specified time-based vesting requirements are satisfied.

Was the BBB FOODS INC (TBBB) insider sale part of a follow-on offering?

Yes. A footnote states the Class C Common Shares automatically converted into Class A Common Shares upon sale pursuant to BBB Foods’ follow-on offering at $32.50 per Class A share, less underwriting discounts and commissions of $0.78 per share.

Do underwriting discounts affect the BBB FOODS INC (TBBB) insider sale price?

The stated sale price is $32.50 per Class A Common Share, with underwriting discounts and commissions of $0.78 per share. This means the gross sale price differs from the net proceeds after accounting for these offering-related costs described in the notes.