Khouri Sami Gabriel 4

4 · BBB FOODS INC · Filed Jun 3, 2026

AI-generated summary of this filing

Updated Jun 3, 2026

BBB Foods (TBBB) Director Khouri Sami Gabriel Sells 350,000 Shares

What Happened

Khouri Sami Gabriel, a director of BBB Foods Inc. (TBBB), disposed of 350,000 shares on June 1, 2026. The reported sale price was $32.50 per share, for gross proceeds of $11,375,000. The shares were Class C Common Shares that converted and were sold as Class A Common Shares in the issuer's follow-on offering.

Key Details

Transaction date: June 1, 2026; Form 4 filed: June 3, 2026 (timely).
Reported price: $32.50 per share; gross proceeds: $11,375,000.
Underwriting discounts/commissions: $0.78 per share (reducing net proceeds by about $273,000), so net proceeds ≈ $11.10M.
Instrument/structure: Class C Common Shares automatically converted into Class A Common Shares immediately upon sale (see footnotes F1 & F2).
Beneficial ownership: The reporting person disclaims beneficial ownership except for any pecuniary interest (footnote F3).
Regulation note: Issuer is a foreign private issuer, so these transactions are exempt from Sections 16(b) and 16(c) of the Exchange Act (remark in filing).
Shares owned after transaction: not specified in the Form 4.

Context

This was a sale tied to the company's follow-on offering rather than a standard open-market insider sell; the Class C shares converted to Class A immediately upon sale and were sold at the offering price less underwriting fees.
The filing contains routine disclosures and a disclaimer of beneficial ownership; no 10b5-1 plan, gift, option exercise, or late-filing flag is indicated in the report.

Form 4

Period: 2026-06-01

Director

Transactions

Sale
Class C Common Shares
[F1][F2][F3]
2026-06-01$32.50/sh−350,000$11,375,000→ 3,369,648 total(indirect: By MNCF Ltd.)
→ Class A Common Shares (350,000 underlying)

Footnotes (3)

[F1]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.
[F2]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.
[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.

Signature

/s/ Amparo Martinez Ruiz, as Attorney-In-Fact|2026-06-03

2 files