Sec Form 3 Filing - Pizzuto Espinosa Eduardo @ BBB FOODS INC - 2026-03-18

Insider filing report for Changes in Beneficial Ownership
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FORM 3
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Pizzuto Espinosa Eduardo
2. Issuer Name and Ticker or Trading Symbol
BBB FOODS INC [ TBBB]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Financial Officer
(Last) (First) (Middle)
AV. PDTE. MASARYK 8, POLANCO V SECCION, MIGUEL HIDALGO
3. Date of Earliest Transaction (MM/DD/YY)
03/18/2026
(Street)
MEXICO CITY11560
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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)
Code V Amount (A) or (D) Price
Class A Common Shares 175,000 ( 1 ) D
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Options (Right to Buy) $ 0.58 ( 2 ) 12/16/2037 Class C Common shares ( 3 ) 55,964 D
Stock Options (Right to Buy) $ 0.83 ( 2 ) 12/16/2038 Class C Common Shares ( 3 ) 150,000 D
Stock Options (Right to Buy) $ 1.08 ( 2 ) 12/16/2039 Class C Common Shares ( 3 ) 150,000 D
Stock Options (Right to Buy) $ 1.08 ( 2 ) 12/16/2040 Class C Common Shares ( 3 ) 150,000 D
Stock Options (Right to Buy) $ 1.33 ( 2 ) 12/16/2041 Class C Common Shares ( 3 ) 150,000 D
Stock Options (Right to Buy) $ 1.67 ( 2 ) 12/16/2042 Class C Common Shares ( 3 ) 192,000 D
Stock Options (Right to Buy) $ 2 ( 2 ) 12/16/2043 Class C Common Shares ( 3 ) 192,000 D
Stock Options (Right to Buy) $ 2.17 ( 2 ) 12/16/2044 Class C Common Shares ( 3 ) 192,000 D
Stock Options (Right to Buy) $ 2.17 ( 2 ) 12/16/2045 Class C Common Shares ( 3 ) 192,000 D
Stock Options (Right to Buy) $ 1.9 ( 2 ) 12/16/2046 Class C Common Shares ( 3 ) 230,400 D
Stock Options (Right to Buy) $ 2.37 ( 2 ) 12/16/2050 Class C Common Shares ( 3 ) 375,000 D
Stock Options (Right to Buy) $ 3.67 ( 2 ) 12/16/2050 Class C Common Shares ( 3 ) 375,000 D
Stock Options (Right to Buy) $ 6.33 ( 4 ) ( 5 ) Class C Common Shares ( 3 ) 510,000 D
Stock Options (Right to Buy) $ 9.67 ( 6 ) ( 7 ) Class C Common Shares ( 3 ) 540,000 D
Stock Options (Right to Buy) $ 12.17 ( 8 ) ( 9 ) Class C Common Shares ( 3 ) 720,000 D
Stock Options (Right to Buy) $ 34.79 ( 10 ) 12/16/2035 Class A Common Shares 300,000 D
Class C Common Shares ( 3 ) ( 3 ) ( 3 ) Class A Common Shares ( 3 ) 1,010,714 ( 11 ) D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Pizzuto Espinosa Eduardo
AV. PDTE. MASARYK 8
POLANCO V SECCION, MIGUEL HIDALGO
MEXICO CITY11560
Chief Financial Officer
Signatures
/s/ Amparo Martinez Ruiz, as Attorney-In-Fact 03/18/2026
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Includes 56,666 unvested restricted stock units of which 26,666 unvested restricted stock units which will vest in two equal annual installments beginning on January 1, 2027 and 30,000 unvested restricted stock units which will vest on January 1, 2027.
( 2 )These options are fully vested.
( 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 8, 2026.
( 4 )These options vest over a five year period with 25% of such options vesting on the second, third, fourth and fifth anniversaries of December 15, 2021.
( 5 )Expiration date is December 16, 2051.
( 6 )These options vest over a five year period with 25% of such options vesting on the second, third, fourth and fifth anniversaries of December 15, 2022.
( 7 )Expiration date is December 16, 2052.
( 8 )These options vest over a five year period with 25% of such options vesting on the second, third, fourth and fifth anniversaries of December 15, 2023.
( 9 )Expiration date is December 16, 2053.
( 10 )These options vest over a four year period with 25% of such options vesting on the first, second, third and fourth anniversaries of December 9, 2025.
( 11 )1,000,000 Class C Common Shares commenced vesting on June 30, 2025, subject to 12 quarterly installments and, as of the date hereof, 749,998 Class C Common Shares are unvested and will vest in 8 equal quarterly installments beginning on March 31, 2026.

Remarks:
Exhibit List: Exhibit 24 - Power of Attorney. Exhibit 24 - Power of Attorney.

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