BBB Foods (TBBB) Director Sami Gabriel Khouri Exercises Options

What Happened

• Director Sami Gabriel Khouri exercised stock options and participated in an automatic conversion of the issuer’s Class C shares into Class A shares on August 7, 2026. He exercised two option lots of 94,998 shares each: one at $2.37 (value reported $225,145) and one at $3.67 (value reported $348,643), totaling 189,996 shares exercised (aggregate consideration reported ~$573,788).
• The filing also shows the automatic conversion of 3,369,648 Class C common shares into an equal number of Class A common shares (per F1). To satisfy tax/exercise obligations, 14,101 shares were surrendered/withheld at $40.67 for a value of $573,488 (code F).

Key Details

• Transaction date: August 7, 2026; Form filed August 11, 2026 (4 days after the transactions). Typically Section 16 filings are due within two business days; note below on issuer status.
• Option exercise lines: 94,998 shares @ $2.37 (reported $225,145) and 94,998 shares @ $3.67 (reported $348,643).
• Tax/withholding: 14,101 shares disposed @ $40.67 to cover exercise price/tax liability ($573,488).
• Conversion: 3,369,648 Class C shares automatically converted into the same number of Class A shares (F1).
• Footnotes: options were fully vested (F3); options originally exercisable for Class C shares became exercisable for Class A shares after the conversion (F4); the reporting person disclaims beneficial ownership except to the extent of pecuniary interest (F2).
• Filing notes: Issuer is a foreign private issuer and the report states the Reporting Person’s transactions are exempt from Sections 16(b) and 16(c) under Rule 3a12-3(b).

Context

• This was an option exercise with shares withheld to cover taxes/consideration (a common cashless-style settlement). The filing shows conversions and derivative-terminations related to the Class C → Class A change rather than an open-market buy or sell for investment purposes.
• The filing does not state the total number of shares Khouri beneficially owned after these transactions; consult the full Form 4 for complete holdings and any additional detail.
• The issuer’s foreign private issuer status and the filing footnotes mean some Section 16 reporting/exemption rules differ from typical U.S. domestic issuers.