STOCK TITAN

BBB Foods (TBBB) director exercises 84,955 options, uses 7,660 shares for costs

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

BBB Foods Inc director Juan Pablo Cappello exercised 84,955 stock options on August 7, 2026 at an exercise price of $3.67 per Class A Common Share. The options were fully vested and originally related to Class C shares that had automatically converted into Class A shares. To pay the exercise price or related tax liability, 7,660 Class A shares were delivered or withheld at $40.67 per share. Following the exercise, the reported option position in this grant was reduced to 0 options.

Positive

  • None.

Negative

  • None.
Insider Cappello Juan Pablo
Role Director
Type Security Shares Price Value
Exercise Stock Options (Right to Buy) F1, F2 84,955 $0.00 $0.00
Exercise Class A Common Shares 84,955 $3.67 $312K
Exercise Price or Tax Liability Class A Common Shares 7,660 $40.67 $312K
Holdings After Transaction: Stock Options (Right to Buy) — 0 shares (Direct); Class A Common Shares — 97,295 shares (Direct)
Footnotes (2)
  1. F1. These options are fully vested.
  2. F2. 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.
Options exercised 84,955 options Stock Options (Right to Buy) exercised on August 7, 2026
Option exercise price $3.67 per share Exercise price for Class A Common Shares underlying options
Options remaining in this grant 0 options Total stock options following transaction for this line item
Shares acquired via exercise 84,955 shares Class A Common Shares received from option exercise
Shares delivered/withheld 7,660 shares Class A Common Shares for exercise price or tax liability (code F)
Code F price per share $40.67 per share Price applied to 7,660 Class A Common Shares in code F transaction
Option expiration date December 16, 2050 Expiration date of exercised stock options
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.
Stock Options (Right to Buy) financial
"security_title: Stock Options (Right to Buy) for 84,955 underlying shares…"
Exercise or conversion of derivative security financial
"transaction_code_description: Exercise or conversion of derivative security…"
Payment of exercise price or tax liability financial
"transaction_code_description: Payment of exercise price or tax liability by delivering or withholding securities…"
Class A Common Shares financial
"underlying_security_title and non-derivative transactions reference Class A Common Shares…"
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).
Section 16(b) regulatory
"transactions in the Issuer's equity securities are exempt from Sections 16(b) and 16(c)…"
A federal rule that requires company insiders—like officers, directors and large shareholders—to return any profits made from buying and selling the company’s stock within a six-month window. It matters to investors because it discourages short-term trades that could exploit non-public information and helps protect outside shareholders by creating a simple, enforceable way to recover unfair gains, much like a rule stopping someone from flipping a limited-edition item for quick profit after getting early access.

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

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FAQ

What did BBB FOODS INC (TBBB) director Juan Pablo Cappello report in this Form 4?

Juan Pablo Cappello reported exercising 84,955 stock options for BBB Foods Inc Class A Common Shares at an exercise price of $3.67 per share, with part of the resulting shares delivered or withheld to cover the exercise price or tax liability.

How many BBB FOODS INC (TBBB) options did Cappello exercise and at what price?

Cappello exercised 84,955 stock options for BBB Foods Inc on August 7, 2026 at an exercise price of $3.67 per Class A Common Share, converting fully vested options that had originally been exercisable for Class C Common Shares.

How many BBB FOODS INC (TBBB) shares were used to cover the exercise price or taxes?

To cover the exercise price or tax liability, 7,660 Class A Common Shares of BBB Foods Inc were delivered or withheld at a price of $40.67 per share, as reported in a code F transaction on August 7, 2026.

What happened to the exercised BBB FOODS INC (TBBB) options after the transaction?

After the transaction, the reported option position for this grant was 0 stock options remaining, indicating the 84,955 fully vested options tied to this line item were fully exercised into Class A Common Shares.

Why are BBB FOODS INC (TBBB) insider transactions exempt from Section 16(b) and 16(c)?

The company is identified as a foreign private issuer under Rule 3a12-3(b) of the Exchange Act. As a result, the reporting person’s transactions in BBB Foods Inc equity securities are described as exempt from Sections 16(b) and 16(c) of the Act.

How did BBB FOODS INC (TBBB) Class C shares affect this option exercise?

The options were originally exercisable for Class C Common Shares. On August 7, 2026, all Class C shares automatically converted into an equal number of Class A Common Shares, and the options became exercisable for Class A shares before they were exercised.
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*
Cappello Juan Pablo

(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)
08/07/2026
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 Shares08/07/2026M84,955A$3.67104,955D
Class A Common Shares08/07/2026F7,660D$40.6797,295D
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
Stock Options (Right to Buy)$3.6708/07/2026M84,955 (1)12/16/2050Class A Common Shares(2)84,955$00D
Explanation of Responses:
1. These options are fully vested.
2. 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.
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-Fact08/11/2026
** 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)