Khouri Sami Gabriel 4

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.