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BBB Foods director gifts 175,895 shares

BBB FOODS INC (TBBB) director Sami Gabriel Khouri reported a bona fide gift of 175,895 Class A Common Shares on September 14, 2026, at a reported price of $0.00 per share, leaving him with 20,000 Class A Common Shares held directly.

(Neutral)
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Form Type
4

Rhea-AI Filing Summary

BBB FOODS INC (TBBB) director Sami Gabriel Khouri reported a bona fide gift of 175,895 Class A Common Shares on September 14, 2026, at a reported price of $0.00 per share, leaving him with 20,000 Class A Common Shares held directly.

He also reports 3,369,648 Class A Common Shares held indirectly through MNCF Ltd., while disclaiming beneficial ownership of those securities except to the extent of his pecuniary interest. No Rule 10b5-1 trading plan is reported, and the issuer is a foreign private issuer exempt from Sections 16(b) and 16(c).

Positive

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Negative

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Insider Khouri Sami Gabriel
Role Director
Type Security Shares Price Value
Gift Class A Common Shares 175,895 $0.00 $0.00
holding Class A Common Shares F1 -- -- --
Holdings After Transaction: Class A Common Shares — 20,000 shares (Direct); Class A Common Shares — 3,369,648 shares (Indirect, by MNCF Ltd.)
Footnotes (1)
  1. F1. 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.
Shares gifted 175,895 Class A Common Shares Bona fide gift reported on September 14, 2026
Direct holdings after transaction 20,000 Class A Common Shares Shares held directly by the director following the gift
Indirect holdings via MNCF Ltd. 3,369,648 Class A Common Shares Shares reported as held indirectly by MNCF Ltd., with beneficial ownership disclaimed except for pecuniary interest
Reported transaction price per share $0.00 per share Price reported for the bona fide gift of 175,895 shares
Gift transactions in this filing 1 transaction Number of bona fide gift transactions reported
bona fide gift financial
"The transaction code is described as a bona fide gift."
A bona fide gift is a genuine, voluntary transfer of money, property, or benefits from one party to another made without expectation of repayment, services, or hidden conditions. Investors care because such gifts can affect company disclosures, related‑party transaction rules, tax treatment, and perceived conflicts of interest; think of it like someone giving you a present with no strings attached — but on a corporate scale, auditors and regulators need to verify it really is unconditional.
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.
beneficial ownership financial
"The Reporting Person disclaims beneficial ownership of the securities reported herein"
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.
pecuniary interest financial
"except to the extent of such Reporting Person's pecuniary interest therein"

FAQ

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

What insider transaction did BBB FOODS INC (TBBB) disclose in this Form 4?

The filing reports that director Sami Gabriel Khouri made a bona fide gift of 175,895 Class A Common Shares of BBB FOODS INC on September 14, 2026, at a reported price of $0.00 per share.

How many BBB FOODS INC (TBBB) shares does the director hold directly after the gift?

After the reported gift, the director holds 20,000 Class A Common Shares of BBB FOODS INC directly. This figure is reported as the total number of directly owned shares following the transaction on September 14, 2026.

What indirect holdings in BBB FOODS INC (TBBB) are reported for the director?

The director reports 3,369,648 Class A Common Shares held indirectly by MNCF Ltd.. A footnote states he disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest in them.

Was the BBB FOODS INC (TBBB) insider transaction made under a Rule 10b5-1 plan?

No. The filing indicates no Rule 10b5-1 trading plan was reported in connection with this transaction, as the document-level checkbox for such a plan is not marked as true.

How does BBB FOODS INC’s foreign private issuer status affect this Form 4?

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

What type of transaction code is used for the BBB FOODS INC (TBBB) insider gift?

The transaction uses code G, which the filing describes as a bona fide gift. This code indicates a gift disposition rather than a market sale or purchase of the BBB FOODS INC Class A Common Shares.

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

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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*
Khouri Sami Gabriel

(Last)(First)(Middle)
AV. PDTE. MASARYK 8
POLANCO V SECCION, MIGUEL HIDALGO

(Street)
MEXICO CITY11560

(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)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
09/14/2026
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
Class A Common Shares09/14/2026G175,895D$0.0020,000D
Class A Common Shares3,369,648Iby MNCF Ltd.(1)
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
Explanation of Responses:
1. 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.
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-Fact09/15/2026
** 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)

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