Entity tied to BBB Foods (TBBB) director sells 350,000 shares in follow-on offering

Filing Impact

(Very High)

Filing Sentiment

(Very Negative)

Form Type

Rhea-AI Filing Summary

BBB Foods Inc director-associated entity sells shares in follow-on offering. An entity identified as MNCF Ltd., associated with director Sami Gabriel Khouri, sold 350,000 Class C Common Shares on 2026-06-01 in an open-market transaction at $32.50 per share, as part of the issuer's follow-on offering.

These Class C shares automatically converted into an equal number of Class A Common Shares immediately upon sale, in line with the company’s share structure. After this transaction, indirect holdings reported for MNCF Ltd. totaled 3,369,648 shares. Khouri disclaims beneficial ownership beyond his pecuniary interest.

Insights

Indirectly held BBB Foods shares were partially sold and converted in a follow-on offering.

The filing shows MNCF Ltd., an entity associated with director Sami Gabriel Khouri, sold 350,000 Class C Common Shares, which automatically converted one-for-one into Class A shares upon sale in the follow-on offering at $32.50 per share.

The transaction is reported as an indirect open-market sale and leaves 3,369,648 shares still held indirectly. The scale, roughly a minority portion of the reported post-transaction holdings, suggests a notable but not transformative change in this associated entity’s position.

Underwriting discounts and commissions of $0.78 per share applied to the follow-on offering price, indicating that the gross sale price and net proceeds per share differ. The filing does not indicate any trading plan, so timing context comes only from the offering itself.

Insider Trade Summary

Net Seller: 350,000 shares ($11,375,000)

Net Sell 1 txn

Insider Khouri Sami Gabriel

Role null

Sold 350,000 shs ($11.38M)

Type	Security	Shares	Price	Value
Sale	Class C Common Shares	350,000	$32.50	$11.38M

Holdings After Transaction: Class C Common Shares — 3,369,648 shares (Indirect, By MNCF Ltd.)

Footnotes (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. 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

Shares sold: 350,000 shares Sale price per share: $32.50 per share Underwriting discount: $0.78 per share +3 more

6 metrics

Shares sold 350,000 shares Class C Common Shares sold and converted to Class A on 2026-06-01

Sale price per share $32.50 per share Price for Class A Common Shares in follow-on offering

Underwriting discount $0.78 per share Underwriting discounts and commissions in follow-on offering

Post-transaction holdings 3,369,648 shares Indirect holdings reported after sale by MNCF Ltd.

Conversion ratio 1 Class C to 1 Class A Automatic conversion feature upon sale or certain transfers

Conversion deadline August 6, 2026 Automatic conversion date if earlier events do not occur

Key Terms

Class C Common Shares, Class A Common Shares, follow-on offering, underwriting discounts and commissions, +1 more

5 terms

Class C Common Shares financial

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

Class A Common Shares financial

"These Class C Common Shares automatically converted into an equal number of Class A Common Shares immediately upon their sale"

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 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

"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"

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 06/03/2026 - 05:16 PM Accepted by SEC EDGAR 06/03/2026 - 05:15 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^*

Khouri Sami Gabriel

(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
	Officer (give title below)	Other (specify below)

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 C Common Shares	⁽¹⁾	06/01/2026		S			350,000	⁽²⁾	⁽²⁾	Class A Common Shares	350,000	$32.5⁽²⁾	3,369,648	I	By MNCF Ltd.⁽³⁾

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. 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	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 transaction did BBB FOODS INC (TBBB) report for Sami Gabriel Khouri?

BBB Foods reported an indirect sale linked to director Sami Gabriel Khouri. Entity MNCF Ltd. sold 350,000 Class C Common Shares, which automatically converted into an equal number of Class A shares in a follow-on offering at $32.50 per share.

How many BBB FOODS INC (TBBB) shares were sold in this Form 4 filing?

The Form 4 shows 350,000 Class C Common Shares sold. These shares converted automatically into 350,000 Class A Common Shares upon sale, consistent with the company’s share structure provisions described in the filing’s footnotes.

At what price were BBB FOODS INC (TBBB) shares sold in the reported transaction?

The shares were sold at $32.50 per Class A Common Share. Footnotes explain this sale occurred in connection with the issuer’s follow-on offering and was subject to underwriting discounts and commissions of $0.78 per share.

Who actually held the BBB FOODS INC (TBBB) shares sold in this Form 4?

The shares were held indirectly through MNCF Ltd. The filing lists ownership as indirect, "By MNCF Ltd.," and notes that Khouri disclaims beneficial ownership except to the extent of his pecuniary interest in those securities.

How many BBB FOODS INC (TBBB) shares remain indirectly held after the sale?

Following the transaction, the filing reports 3,369,648 shares held indirectly. This post-transaction figure indicates that, despite the 350,000-share sale, a substantial indirect position in BBB Foods remains associated with MNCF Ltd.

What is the conversion feature of BBB FOODS INC Class C Common Shares?

Class C Common Shares convert automatically to Class A Common Shares on a one-for-one basis upon sale into the public market, certain transfers, or, if earlier conversion does not occur, automatically on August 6, 2026, according to the filing’s detailed footnote description.