SEC FORM 4

SEC FORM 4SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Hatoum Kamal Anthony

(Last)

(First)

(Middle)

AV. PDTE. MASARYK 8

POLANCO V SECCION, MIGUEL HIDALGO

(Street)

MEXICO CITY

MEXICO

11560

(City)

(State)

(Zip)

MEXICO

(Country)

2. Issuer Name and Ticker or Trading Symbol
BBB FOODS INC [ TBBB ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chairman & CEO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/01/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Common Shares	⁽¹⁾	06/01/2026		P		10,000		⁽¹⁾	⁽¹⁾	Class A Common Shares	10,000	$32.5	5,210,000	I	By Bolton Partners Ltd.⁽²⁾
Class C Common Shares	⁽³⁾	06/01/2026		S			150,000	⁽⁴⁾	⁽⁴⁾	Class A Common Shares	150,000	$32.5⁽⁴⁾	16,003,914⁽⁵⁾	I	By Bolton Partners Ltd.⁽²⁾

Explanation of Responses:

1. 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.

2. 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.

3. 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.

4. 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.

5. Includes restricted stock units that settle into Class C Common Shares upon the occurrence of time-based vesting events.

Remarks:

Due to the Issuer's status as a foreign private issuer pursuant to Rule 3a12-3(b) under the Securities Exchange Act of 1934 (the "Act"), the Reporting Person's transactions in the Issuer's equity securities are exempt from Sections 16(b) and 16(c) of the Act.

	/s/ Amparo Martinez Ruiz, as Attorney-In-Fact	06/03/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

SEC Form 4 filed by Chairman & CEO Hatoum Kamal Anthony