Kamal Anthony Hatoum, Chairman and CEO of BBB Foods Inc, filed a Form 4 on August 12, 2026, disclosing a conversion of 16,003,914 Class C Common Shares into an equal number of Class A Common Shares on August 7, 2026, held indirectly through Bolton Partners Ltd.

Key Highlights

  • Reporting person: Kamal Anthony Hatoum, serving as Chairman and CEO of BBB Foods Inc (NYSE:TBBB).
  • Transaction date: August 7, 2026, with transaction code "C" (conversion).
  • Shares converted: 16,003,914 Class C Common Shares automatically converted into 16,003,914 Class A Common Shares.
  • RSU treatment: All vested and unvested RSUs and other equity-linked awards previously settling in Class C Common Shares became awards settling in Class A Common Shares.
  • Indirect ownership: The securities are held indirectly by Bolton Partners Ltd.; the reporting person disclaims beneficial ownership except to the extent of his pecuniary interest.
  • Post-conversion position: Following the transaction, the reporting person beneficially owns 16,003,914 Class A Common Shares indirectly, and 630,000 Class A Common Shares are listed as disposed of (D) in Table I.

BBB Foods Class C Shares Eliminated in Automatic Conversion on August 7, 2026

According to the filing, on August 7, 2026, all of BBB Foods Inc's Class C Common Shares automatically converted into an equal number of Class A Common Shares. The filing states that "all vested and unvested RSUs and other equity-linked awards which were to settle in Class C Common Shares (including, in certain cases, upon the occurrence of time-based vesting events) became RSUs or other equity-linked awards that settle into Class A Common Shares (including, in certain cases, upon the occurrence of time-based vesting events)." The transaction code recorded is "C," indicating a conversion rather than an open-market purchase or sale.

The reporting person, Kamal Anthony Hatoum, holds these securities indirectly through Bolton Partners Ltd. The filing notes that Hatoum "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." No price is listed for the conversion transaction in the filing.

The filing further discloses that, due to BBB Foods Inc's status as a foreign private issuer pursuant to Rule 3a12-3(b) under the Securities Exchange Act of 1934, Hatoum's transactions in the issuer's equity securities are exempt from Sections 16(b) and 16(c) of the Act. The Form 4 was signed on August 12, 2026, by Amparo Martinez Ruiz as Attorney-in-Fact.

What Was Disclosed

Kamal Anthony Hatoum, Chairman and CEO of NYSE:TBBB, reported an automatic conversion of 16,003,914 Class C Common Shares into Class A Common Shares on August 7, 2026, held indirectly through Bolton Partners Ltd., with related RSU awards also converting to Class A settlement terms.