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BBB FOODS INC·4

Jun 3, 7:07 PM ET

Hatoum Kamal Anthony 4

4 · BBB FOODS INC · Filed Jun 3, 2026

Research Summary

AI-generated summary of this filing

Updated

BBB FOODS (TBBB) CEO Hatoum Kamal Anthony Sells 150,000 Shares

What Happened

  • Hatoum Kamal Anthony, Chairman & CEO (also a director) of BBB FOODS Inc. (TBBB), reported two derivative transactions on June 1, 2026: a sale of 150,000 shares at $32.50 each (gross proceeds $4,875,000) and a purchase of 10,000 shares at $32.50 each (cost $325,000). The filing classifies both transactions as “Derivative.”
  • The sale is the larger, primary transaction by dollar value; the smaller purchase is a modest acquisition. Sales are often routine (e.g., conversion and sale), while purchases can be seen as a more bullish signal — this report is factual and does not speculate on motive.

Key Details

  • Transaction date: June 1, 2026; Filing date: June 3, 2026.
  • Sale: 150,000 shares @ $32.50 = $4,875,000 (disposed) — reported as derivative.
  • Purchase: 10,000 shares @ $32.50 = $325,000 (acquired) — reported as derivative.
  • Shares owned after transaction: Not specified in the supplied filing excerpt.
  • Notable footnotes:
    • F1/F3: Class B and Class C common shares have automatic conversion mechanics into Class A common shares under certain events (sale into public market, transfers, or on/after Aug 6, 2026).
    • F4: The Class C shares sold were automatically converted and sold in a follow‑on offering at $32.50 per Class A share; underwriting discounts of $0.78/share reduce net proceeds.
    • F5: Some reported units include restricted stock units (RSUs) that convert into Class C shares upon time‑based vesting.
    • F2: The reporting person disclaims beneficial ownership except for pecuniary interest.
  • Remarks: Because BBB FOODS is a foreign private issuer, the reporting person’s transactions are exempt from Sections 16(b) and 16(c) of the Exchange Act (as noted in the filing).

Context

  • “Derivative” here reflects conversion/transfer mechanics (Class B/C → Class A) and the follow‑on offering sale rather than a simple open‑market sale of preexisting Class A shares. Per F4, the sale occurred in the issuer’s offering, with underwriting fees reducing net proceeds.
  • The filing does not indicate a 10b5‑1 plan, gift, or tax withholding related to these transactions in the provided excerpt.
  • Filing covers both a significant disposal and a smaller acquisition on the same date; investors often watch purchases for potential insider confidence but should treat sales as informational rather than definitive signals.

Insider Transaction Report

Form 4
Period: 2026-06-01
BBB FOODS INCTBBB
Hatoum Kamal Anthony
DirectorChairman & CEO
Transactions
  • Purchase

    Class B Common Shares

    [F1][F2]
    2026-06-01$32.50/sh+10,000$325,000→ 5,210,000 total(indirect: By Bolton Partners Ltd.)
    → Class A Common Shares (10,000 underlying)
  • Sale

    Class C Common Shares

    [F3][F4][F5][F2]
    2026-06-01$32.50/sh−150,000$4,875,000→ 16,003,914 total(indirect: By Bolton Partners Ltd.)
    → Class A Common Shares (150,000 underlying)
Footnotes (5)
  • [F1]Class B 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 certain permitted transfers as described in the Issuer's memorandum and articles of association); and (iii) at such time as the number of issued and outstanding Class B Common Shares represents less than 1.0% of the aggregate number of common shares of the Issuer. Class B Common Shares convert automatically into Issuer Class C Common Shares on a one-for-one basis upon foreclosure or enforcement of any pledge over the Class B Common Shares. To the extent not converted earlier, on August 6, 2026, the Class B Common Shares will be convertible into Issuer Class A Common Shares at any time at the holder's option.
  • [F2]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.
  • [F3]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.
  • [F4]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.
  • [F5]Includes restricted stock units that settle into Class C Common Shares upon the occurrence of time-based vesting events.
Signature
/s/ Amparo Martinez Ruiz, as Attorney-In-Fact|2026-06-03

Documents

2 files