Pizzuto Espinosa Eduardo 4

What Happened
Eduardo Pizzuto Espinosa, Chief Financial Officer of BBB Foods Inc. (TBBB), sold 180,000 shares on June 1, 2026 at $32.50 per share, generating reported gross proceeds of $5,850,000. The shares were Class C Common Shares that automatically converted into Class A Common Shares upon sale and were sold pursuant to the issuer’s follow-on offering. A stated underwriting discount/commission of $0.78 per share reduces net proceeds (approx. $5.71M net).

Key Details

• Transaction date and price: June 1, 2026; 180,000 shares at $32.50/share (sale).
• Reported gross proceeds: $5,850,000; underwriting discounts of $0.78/share imply net proceeds of roughly $5,709,600.
• Nature of shares/derivative: Class C Common Shares that converted into Class A shares immediately upon sale (see footnotes F1–F2).
• Includes note that some holdings may include unvested restricted stock units that settle into Class C shares upon vesting (F3).
• Filing: Form 4 filed June 3, 2026 (transaction reported promptly); the issuer is a foreign private issuer, so Sections 16(b) and 16(c) do not apply (per remarks).

Context
This was a sale executed as part of the issuer’s follow-on offering, not a purchase or option exercise. The conversion mechanics (Class C → Class A on sale) and underwriting fees are called out in the filing. The filing is factual and does not state insider motivation; because BBB Foods is a foreign private issuer, the reporting person’s trades are exempt from certain Section 16 short-swing rules.