BBB FOODS CEO converts 16.0M Class C to Class A shares

BBB FOODS INC director and Chairman & CEO Kamal Anthony Hatoum reported an automatic capital-structure change on August 7, 2026.

Rhea-AI Filing Summary

BBB FOODS INC director and Chairman & CEO Kamal Anthony Hatoum reported an automatic capital-structure change on August 7, 2026. An entity associated with him, Bolton Partners Ltd., converted 16,003,914 Class C Common Shares (including vested and unvested RSUs and other equity‑linked awards) into 16,003,914 Class A Common Shares, eliminating the Class C position and leaving an indirect Class A holding of that amount. In addition, he holds 630,000 Class A Common Shares directly, which also include RSUs and other equity‑linked awards. The company states that all Class C shares and related awards automatically converted into Class A shares on that date, and the reporting person disclaims beneficial ownership beyond any pecuniary interest.

Insider Trade Summary

16,003,914 shares exercised/converted

Exercise 3 txns

Insider Hatoum Kamal Anthony

Role Chairman & CEO

Type	Security	Shares	Price	Value
Conversion	Class C Common Shares F2, F1, F3	16,003,914	--	--
Conversion	Class A Common Shares F1, F2, F3	16,003,914	--	--
holding	Class A Common Shares F1	--	--	--

Holdings After Transaction: Class C Common Shares — 0 contracts (Indirect, By Bolton Partners Ltd.); Class A Common Shares — 16,003,914 shares (Indirect, By Bolton Partners Ltd.); Class A Common Shares — 630,000 shares (Direct)

Footnotes (3)

1. F1. Includes vested and unvested restricted stock units ("RSUs") and other equity-linked awards.
2. F2. 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 vested and unvested RSUs and other equity-linked awards which were to settle in Class C Common Shares (including, in certain cases, upon the occurrence of time-based vesting events) became RSUs or other equity-linked awards that settle into Class A Common Shares (including, in certain cases, upon the occurrence of time-based vesting events).
3. F3. 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.

Key Figures

Class C shares converted: 16,003,914 shares Indirect Class A holdings after conversion: 16,003,914 shares Direct Class A holdings: 630,000 shares +1 more

4 metrics

Class C shares converted 16,003,914 shares Class C Common Shares held indirectly via Bolton Partners Ltd. converted on August 7, 2026

Indirect Class A holdings after conversion 16,003,914 shares Class A Common Shares held indirectly via Bolton Partners Ltd. following the automatic conversion

Direct Class A holdings 630,000 shares Class A Common Shares held directly by Kamal Anthony Hatoum after the reported event

Derivative exercises reported 1 transaction, 16,003,914 shares Conversion of derivative security into Class A Common Shares on August 7, 2026

Key Terms

foreign private issuer, restricted stock units, equity-linked awards, pecuniary interest

4 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.

restricted stock units financial

"Includes vested and unvested restricted stock units ("RSUs") and other equity-linked awards."

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.

equity-linked awards financial

"Includes vested and unvested restricted stock units ("RSUs") and other equity-linked awards."

pecuniary interest financial

"disclaims beneficial ownership ... except to the extent of such Reporting Person's pecuniary interest"

FAQ

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

What did BBB FOODS INC (TBBB) CEO Kamal Anthony Hatoum report in this Form 4?

Kamal Anthony Hatoum reported an automatic conversion of 16,003,914 Class C Common Shares, held indirectly via Bolton Partners Ltd., into an equal number of Class A Common Shares on August 7, 2026, reflecting a share-class change rather than an open-market trade.

How many BBB FOODS INC (TBBB) shares does Kamal Anthony Hatoum hold indirectly after the transaction?

After the transaction, an entity associated with Kamal Anthony Hatoum, Bolton Partners Ltd., holds 16,003,914 Class A Common Shares indirectly. These holdings resulted from the automatic conversion of the same number of Class C shares and related equity‑linked awards into Class A shares.

What are Kamal Anthony Hatoum’s direct holdings of BBB FOODS INC (TBBB) shares?

Kamal Anthony Hatoum directly holds 630,000 Class A Common Shares after the reported event. According to the disclosure, this direct position includes vested and unvested restricted stock units (RSUs) and other equity‑linked awards that settle in Class A shares.

Was the BBB FOODS INC (TBBB) Form 4 transaction a market buy or sell?

The transactions were reported as a conversion of derivative securities, not as market purchases or sales. All Class C Common Shares and related RSUs and equity‑linked awards automatically converted into Class A Common Shares, reflecting a structural share‑class change rather than trading activity.

What does the Form 4 say about BBB FOODS INC (TBBB) being a foreign private issuer?

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 the issuer’s equity securities are stated to be exempt from Sections 16(b) and 16(c) of the Act.

Does Kamal Anthony Hatoum claim full beneficial ownership of all reported TBBB securities?

No. The reporting person disclaims beneficial ownership of the securities reported, except to the extent of his pecuniary interest. The disclosure states this should not be deemed an admission of beneficial ownership for Section 16 or any other purpose.

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

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Accepted by SEC EDGAR 08/12/2026 - 04:14 PM EDT Learn about SEC filing dates

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 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)
08/07/2026

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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Shares	08/07/2026		C		16,003,914(1)	A	(2)	16,003,914(1)	I	By Bolton Partners Ltd.(3)
Class A Common Shares								630,000(1)	D

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class C Common Shares	(2)	08/07/2026		C			16,003,914(1)	(2)	(2)	Class A Common Shares	16,003,914(1)	(2)	0	I	By Bolton Partners Ltd.(3)

Explanation of Responses:

1. Includes vested and unvested restricted stock units ("RSUs") and other equity-linked awards.

2. 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 vested and unvested RSUs and other equity-linked awards which were to settle in Class C Common Shares (including, in certain cases, upon the occurrence of time-based vesting events) became RSUs or other equity-linked awards that settle into Class A Common Shares (including, in certain cases, upon the occurrence of time-based vesting events).

3. 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-Fact	08/12/2026
	** 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.
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* Form 4: SEC 1474 (03-26)