6-K
BBB FOODS INC (TBBB)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
UNDER the Securities Exchange Act of 1934
For the month of April 2026
Commission File Number: 001-41954
BBB Foods Inc.
(Exact name of registrant as specified in its charter)
N/A
(Translation of registrant’s name into English)
Av. Presidente Masaryk 8
Polanco V Sección, Miguel Hidalgo
Mexico City, Mexico 11560
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F Form 40-F
2026 Annual Meeting of Shareholders
Attached hereto as Exhibit 99.1 is a copy of the Chairman’s Letter, Notice of Annual Meeting and Form of Proxy for the 2026 Annual Meeting of Shareholders of BBB Foods Inc. scheduled to be held on April 29, 2026, which was first distributed to shareholders on or about April 8, 2026.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: April 8, 2026
BBB Foods Inc.
By: /s/ K. Anthony Hatoum
Name: K. Anthony Hatoum
Title: Chief Executive Officer
Exhibit Index
| Exhibit<br>Number | Exhibit Title |
|---|---|
| 99.1 | Chairman’s Letter, Notice of Annual Meeting and Form of Proxy of BBB Foods Inc. for the 2026 Annual Meeting of Shareholders |
EX-99.1
Exhibit 99.1
| CHAIRMAN’S LETTER AND<br><br>NOTICE OF ANNUAL MEETING<br><br>April 8, 2026 |
|---|
BBB Foods Inc.
COMMERCE HOUSE, WICKHAMS CAY 1
ROAD TOWN, TORTOLA
BRITISH VIRGIN ISLANDS
To Our Valued Shareholders:
I am pleased to invite you to attend the 2026 Annual Meeting of Shareholders of BBB Foods Inc. (the “Company”). The meeting will be held at 12:30pm (Eastern Time) on April 29, 2026. We have opted to hold the meeting in a virtual format only. You will be able to attend the Annual Meeting online and vote your shares electronically during the Annual Meeting via a live audio webcast by visiting meetnow.global/TBBB2026.
Attached to this letter are a Notice of Annual Meeting of Shareholders and Proxy Statement, which describe the business to be conducted at the meeting. The Proxy Statement and the proxy card enclosed therewith are first being sent to shareholders on or about April 8, 2026. We urge you to read the accompanying materials regarding the matters to be voted on at the meeting and to submit your voting instructions by proxy.
Whether or not you plan to attend the meeting, your vote is important to us. You may vote your shares by proxy before the meeting on the Internet, by telephone or by completing, signing and promptly returning a proxy card. We encourage you to vote by Internet, by telephone or by proxy card in advance even if you plan to attend the meeting. By doing so, you will ensure that your shares are represented and voted at the meeting.
As the date of the meeting approaches, if we have not received your vote, you may receive a phone call from a representative of Georgeson LLC (“Georgeson”), the Company’s proxy solicitor, reminding you to exercise your right to vote. Should you have any questions with respect to voting your shares, please call our proxy solicitor, Georgeson, at (866) 539-6057 toll-free or (517) 234-5106.
Thank you in advance for your participation and your consideration in this important matter.
Sincerely,
/s/ K. Anthony Hatoum
K. Anthony Hatoum
Chairman of the Board
BBB FOODS INC.
(BVI COMPANY NUMBER 605635)
(the “Company”)
NOTICE OF 2026 ANNUAL MEETING OF SHAREHOLDERS
NOTICE IS HEREBY GIVEN that the 2026 Annual Meeting (the “Meeting”) of the shareholders of BBB Foods Inc. (the “Company”) will be held at 12:30pm (Eastern Time) on April 29, 2026. We have opted to hold the meeting in a virtual format only. You will be able to attend the Meeting online and vote your shares electronically during the Meeting via a live audio webcast by visiting meetnow.global/TBBB2026.
The Meeting is being held for the following purposes:
AGENDA
| 1. | To consider and if thought appropriate re-elect K. Anthony Hatoum and Juan Pablo Cappello as Class II Directors of the Company, in each case to hold office for a further term of three years (until the conclusion of the Company’s annual meeting of shareholders in 2029). |
|---|---|
| 2. | To consider and if thought appropriate elect Halil Erdoğmuş as a Class II Director of the Company, to hold office for a term of three years (until the conclusion of the Company’s annual meeting of shareholders in 2029), and in place of Alexis Meffre, who has elected not to stand for re-election, as a Class II Director of the Company. |
| 3. | To ratify the appointment of PricewaterhouseCoopers, S.C. as our independent registered public accounting firm for 2025. |
| 4. | To consider such other business as may properly come before the Meeting in accordance with the laws of the British Virgin Islands and the articles of association of the Company, and any adjournments or postponements thereof. |
| RECORD DATE: | You are entitled to receive notice of and vote at the Meeting, or any adjournment, if you were a holder of Class A Common Shares, Class B Common Shares or Class C Common Shares at 5:00 pm (Eastern Time) on March 30, 2026. |
| --- | --- |
| VOTING BY PROXY: | To ensure your shares are voted, you may vote your shares over the Internet, by telephone or by completing, signing and mailing the enclosed proxy card. Voting procedures are described on the following page and on the proxy card. |
Please refer to the proxy card which is attached to and made a part of this notice. The proxy statement and the proxy card are also available for viewing on the Investor Relations section of our website at https://www.investorstiendas3b.com/overview/default.aspx and on the SEC’s website at https://www.sec.gov.
By order of the Board of Directors,
/s/ K. Anthony Hatoum
K. Anthony Hatoum
Chairman of the Board
PROXY VOTING METHODS
If at 5:00 pm (Eastern Time) on March 30, 2026, you were a shareholder of record of Class A Common Shares, Class B Common Shares or Class C Common Shares (i.e., you held shares directly in your name as a “shareholder of record” (also referred to as “registered shareholder”)) you may vote your shares over the Internet at the Meeting or in advance over the Internet, by telephone or by mail. Shareholders of record entitled to attend and vote at the Meeting are entitled to appoint one or more proxies to attend and vote in their stead. A proxy need not be a shareholder of the Company.
Proxy cards with respect to shares held of record must be received no later than 5:00 pm (Eastern Time) on April 28, 2026. A vote by Internet or by telephone may be made any time up to the closing of voting at the Meeting.
If you hold your shares in street name, you may submit voting instructions to your broker, bank or other nominee. In most instances, you will be able to do this over the Internet, by telephone or by mail. Please refer to information from your bank, broker or other nominee on how to submit voting instructions.
To vote by proxy if you are a shareholder of record:
BY INTERNET
Go to the website indicated on your proxy card, or scan the QR code on your proxy card with your smartphone, and follow the instructions, 24 hours a day, seven days a week.
You will need the account number and control number included on your proxy card to obtain your records and to create an electronic voting instruction form.
BY TELEPHONE
From a touch-tone telephone, dial the telephone number indicated on your proxy card and follow the recorded instructions, 24 hours a day, seven days a week.
You will need the account number and control number included on your proxy card in order to vote by telephone.
BY MAIL
Mark your selections on the proxy card.
Date and sign your name exactly as it appears on your proxy card.
Mail the proxy card in the enclosed postage-paid envelope provided to you.
YOUR VOTE IS IMPORTANT TO US. THANK YOU FOR VOTING.
Should you have any questions with respect to voting your shares, please call our proxy solicitor, Georgeson, at (866) 539-6057 toll-free or (517) 234-5106.
CHANGING OR REVOKING YOUR PROXY
Whether you have voted by Internet, telephone or mail, if you are a shareholder of record, you may change your vote and revoke your proxy by:
| <ul><li><font>sending a written statement to that effect to Computershare, provided such statement is received no later than 5:00 pm (Eastern Time) on April 28, 2026;</font></li></ul> |
|---|
| <ul><li><font>voting by Internet or telephone at a later time than your previous vote and before the conclusion of the Meeting; </font></li></ul> |
| <ul><li><font>submitting a properly signed proxy card, which has a later date than your previous vote, and that is received no later than </font><font id="ole_link18_1"></font><font>5:00 pm (Eastern Time) on April 28, 202</font><font>6; or</font></li></ul> |
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| <ul><li><font>attending the Meeting and voting by Internet.</font></li></ul> |
If you hold shares in street name, please refer to information from your bank, broker or other nominee on how to revoke or submit new voting instructions.
A revocation of a proxy will not affect a matter on which a vote is taken before the revocation, provided that no written statement of such revocation has been received by Computershare before 5:00 pm (Eastern Time) on April 28, 2026.
QUORUM; VOTE REQUIREMENTS
We are required to have a quorum of shareholders present to conduct business at the Meeting. The presence in person or by proxy of shareholders holding not less than thirty per cent (30%) of the votes of the shares entitled to vote on the proposals to be considered at the Meeting constitutes a quorum.
For Proposals No. 1 and No. 2 concerning the re-election and election of directors, under our articles of association, directors are elected by a plurality vote, which means that the director nominees with the greatest number of votes cast, even if less than a majority, will be elected. There is no cumulative voting.
For Proposal No. 3, the ratification of the appointment of PricewaterhouseCoopers, S.C. as our independent registered public accounting firm, we are seeking a resolution of shareholders approved by the affirmative vote of not less than a simple majority of the votes of those shareholders at the meeting present in person or represented by proxy and entitled to vote and voting on the proposal.
It is important to note that the proposal to ratify the appointment of PricewaterhouseCoopers, S.C. as our independent registered public accounting firm for 2025 (Proposal No. 3) is non-binding and advisory. While the ratification of PricewaterhouseCoopers, S.C. as our independent registered public accounting firm is not required by our articles of association or otherwise, if our shareholders fail to ratify the selection, we will consider it as notice to the Board and the Audit Committee that it should consider the selection of a different firm, but such vote does not require that the Board and Audit Committee select a different firm if the Board does not consider it advisable or in the interests of the Company to do so.
Abstentions will be counted in determining whether a quorum has been reached. However, only votes cast for a director will be counted for the purposes of electing a director and, thus, abstentions generally will not affect the outcome of the election. Only votes cast regarding the ratification of the appointment of PricewaterhouseCoopers, S.C. as our independent registered public accounting firm will be counted and, thus, abstentions generally will not affect the outcome.
If two or more persons are jointly regarded as holders of a share, each of them may be present in person or by proxy at the Meeting, but if such persons are present in person or by proxy they must vote as one.
ATTENDING AND VOTING AT THE MEETING
You will be able to attend the Meeting online by visiting meetnow.global/TBBB2026. You will also be able to vote your shares online by attending the Meeting by webcast. To participate in the Meeting, you will need to review the information included on your proxy card or on the instructions that accompanied your proxy materials.
If attending, we recommend that you give yourself ample time to log in before the Meeting begins. Shareholders of record and duly appointed proxyholders (including Shareholders who have duly appointed and registered themselves as proxyholders) who participate at the Meeting will be able to listen to the Meeting, ask questions and vote, provided that they are connected to the Internet. For shareholders of record, the control number located on your proxy card or in the email notification you received is your “Control Number” to access the Meeting. Computershare will provide duly appointed proxyholders with a Username by email after the proxy voting deadline has passed and the proxyholder has been duly appointed AND registered.
If you are a “street name” holder and wish to attend and vote at the Meeting, you MUST obtain a valid legal proxy from your brokerage firm, bank or other intermediary and then register in advance to attend the Meeting. Follow the instructions from your broker, bank or other intermediary included with these materials or contact your broker, bank or other intermediary to request a legal proxy form. After first obtaining a valid legal proxy from your broker, bank or other intermediary, you MUST then register to attend the Meeting. To register to attend the Meeting online by webcast you must submit proof of your proxy power (legal proxy) reflecting your share holdings in the Company along with your name and email address to Computershare. Requests for registration must be labeled as “Legal Proxy” and be received no later than 5:00pm (Eastern Time) on April 28, 2026.
You will receive a confirmation of your registration by email after Computershare receives your registration materials.
Requests for registration should be directed to Computershare as follows:
By E-Mail:
Forward the email from your broker, or attach an image of your legal proxy, to legalproxy@computershare.com.
By Mail:
Computershare
BBB Foods Inc. Legal Proxy
P.O. Box 43006
Providence, RI 02940-3006
Street name holders who have not duly appointed and registered themselves as proxyholder will not be able to attend and vote at the Meeting.
PROPOSAL NO. 1 AND PROPOSAL NO. 2 – ELECTION AND RE-ELECTION OF DIRECTORS
Our business and affairs are managed by, or under the direction or supervision of, our board of directors. Our board of directors has all the powers necessary for managing, and for directing and supervising, our business and affairs and may exercise all our company powers and do all such lawful acts and things as are not by applicable law or our memorandum and articles of association required to be exercised or done by our shareholders. Accordingly, our board of directors has significant discretion (and, regarding the vast majority of management and governance matters, exclusive discretion) in the management and control of our business and affairs.
Our board of directors currently consists of nine (9) members. Our memorandum and articles of association authorize us to have up to fifteen (15) directors or such other number of directors as is from time to time fixed by resolution of the board.
Our board of directors is divided into three (3) classes designated as the “Class I Directors,” “Class II Directors” and “Class III Directors”. Pursuant to our memorandum and articles of association, each of our directors is appointed at an annual meeting of shareholders for a period of three years, with each director serving until the third annual meeting of shareholders following his or her election (except that the terms of the initial Class I, Class II and Class III directors listed below expire at the annual meetings identified below).
Our incumbent Class I, II and III Directors are divided among the three classes as follows:
- the Class I Directors are Stephanie Martinez, Dennis Stevens and Angela Bakker Lee, and their current terms will expire at the annual meeting of shareholders to be held no later than April 2028;
- the Class II Directors are K. Anthony Hatoum, Juan Pablo Cappello and Alexis Meffre and their current terms will expire at the Meeting; and
- the Class III Directors are Nicole Reich, Alexander Fuster and Sami Khouri, and their terms will expire at the annual meeting of the shareholders to be held no later than April 2027.
On March 27, 2026, Mr. Meffre informed the board of his decision not to stand for re-election as a director at the Meeting. Mr. Meffre’s decision not to stand for re-election did not arise or result from any disagreements with the Company on any matters relating to the Company’s operations, policies or practices. In acceptance of his decision not to stand for re-election, the Company expresses its gratitude for his valuable service on the Board.
The Board has considered and nominated K. Anthony Hatoum and Juan Pablo Cappello for re-election for a three-year term as Class II Directors expiring at the Annual Meeting of Shareholders held no later than April 2029.
In light of Mr. Meffre’s decision not to stand for re-election as a Class II Director of the Company, Halil Erdoğmuş has been considered and nominated by the Board for election for a three-year term as a Class II Director expiring at the Annual Meeting of Shareholders held no later than April 2029, as a replacement for Mr. Meffre who will no longer be a Class II Director of the Company.
Action will be taken at the Meeting for the re-election of K. Anthony Hatoum and Juan Pablo Cappello and the election of Halil Erdoğmuş as Class II Directors.
Unless otherwise instructed, the persons named in the form of proxy card (the “proxyholders”) included with this Proxy Statement intend to vote the proxies held by them “FOR” the re-election and election of the Class II Director nominees named above. Each of the nominees have indicated that they will be willing and able to serve as directors. If any of these nominees ceases to be a candidate for election or re-election by the time of the Meeting (a contingency which the Board does not expect to occur), such proxies may be voted by the proxyholders in accordance with the recommendation of the Board.
Elections for Class I, II and III Directors will take place by a plurality of the votes of the shares present in person or represented by proxy at the annual meeting and entitled to vote on the election of directors. No Class I, II or III Director may be elected or re-elected at any special meeting of our shareholders.
Nominees for Re-election as Class II Directors
The following information describes the experience and qualifications of K. Anthony Hatoum and Juan Pablo Cappello, each of whom is nominated for re-election:
K. Anthony Hatoum is the founder, Chairman of the board of directors and Chief Executive Officer of the Company. Mr. Hatoum began his professional career in J.P. Morgan’s investment banking division in New York and later as a Senior Engagement Manager at McKinsey & Co. in New York. He later joined Merrill Lynch’s global private equity group as a Managing Director where he covered BIM, the Turkish hard-discount food retailer. Mr. Hatoum began his first of a series of entrepreneurial ventures in 1998, and he also co-founded Advantage Card, a leading credit card, consumer finance and loyalty program in Turkey and then went on to co-found E-bebek, a leading retailer of baby products in Turkey and among the first online retailer in Turkey. Mr. Hatoum holds a Bachelor’s Degree in Civil Engineering from Columbia University, a Master’s Degree in Civil Engineering from the Massachusetts Institute of Technology and an MBA from Stanford Graduate School of Business.
Juan Pablo Cappello has been a director of the Company since 2020. Mr. Cappello is the co-founder and partner of PAG Law and has been actively advising companies throughout Latin America for over thirty years since he began his legal career at one of the leading law firms in Santiago, Chile. His practice has focused on financial technology and digital assets, having served as the chief legal officer of Patagon.com, considered among the first financial technology business in Latin America, and led the in-house team in the sale to Santander. Mr. Cappello has since been involved in the co-founding of other business ventures, including NUE Life Health and Wonder.com. He is actively involved in the growth of development of Miami’s technology ecosystem, having founded LAB Miami, LAB Ventures and Miami Angels. PAG Law has been named Latin American Venture Capital Law Firm of the Year -2022 by Global 100. Mr. Cappello received his undergraduate degree from Duke University and his law degree from NYU Law School.
Nominee for Election as Class II Director
The following information describes the experience and qualifications of Halil Erdoğmuş, who is nominated for election:
Halil Erdoğmuş is an entrepreneur with more than 30 years of leadership experience across omnichannel retail, transportation, customer experience, business process outsourcing, finance, and media. Mr. Erdoğmuş is the co-founder and a current board member of ebebek, a Turkish retailer and e-commerce platform specializing in mother and baby products from pregnancy to early childhood. Mr. Erdoğmuş’ was previously the chief executive officer of ebebek, leading it through the completion of a successful public offering and listing on the Borsa Istanbul in September 2023 and has grown to 300 stores and annual revenues of US$670 million for 2025 with operations in Turkey, the United Kingdom and Iraq. Mr. Erdoğmuş is also a co-founder and board member at Evidea, a popular Turkish e-commerce platform and retail chain specializing in home improvement, decoration, and furniture. In addition, Mr. Erdoğmuş has served since 2022 as an independent advisor to the board of directors of BİM, a Turkish hard discounter. He holds a degree in Economics from Istanbul University in 1991 and a master’s degree in International Business Administration from the same university. He holds an MBA degree from Sabancı University, which program included studies in Leadership and Negotiation at Columbia University.
Board Committees
We have the following committees of the Board:
Audit Committee, which, if Mr. Juan Pablo Cappello is re-elected as a Class II Director, will continue to consist of Nicole Reich, Alexander Fuster and Juan Pablo Cappello, each of whom satisfy the independence requirements of Rule 10A-3 under the Exchange Act. Our board of directors also has determined that Nicole Reich qualifies as an audit committee financial expert within the meaning of applicable SEC rules.
Compensation Committee, which consists of Nicole Reich, Sami Khouri and Alexander Fuster.
Until the date of our annual general meeting held on April 29, 2025, the ESG Committee had been comprised of former directors who decided not to seek re-election as Class I directors of the Company at that meeting. It is intended that the ESG Committee be reconstituted in the near future. The ESG Committee will be responsible for reviewing the development of our sustainability strategy, as well as monitoring its implementation and progress.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” THE RE-ELECTION AND ELECTION OF EACH OF THE DIRECTOR NOMINEES NAMED ABOVE.
PROPOSAL NO. 3 – RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
PricewaterhouseCoopers, S.C. served as our independent registered public accounting firm for 2025.
Although ratification is not required by our articles of association or otherwise, the Board is submitting the appointment of PricewaterhouseCoopers, S.C. to our shareholders for ratification because we value our shareholders’ views on the Company’s independent registered public accounting firm. If our shareholders fail to ratify the selection, it will be considered as notice to the Board and the Audit Committee to consider the selection of a different firm (although will not require the Board to select a different firm). Even if the selection is ratified, the Audit Committee, in its discretion, may select a different independent registered public accounting firm at any time if it determines that such a change would be in the best interests of the Company and our shareholders.
The shares represented by your proxy will be voted “FOR” the ratification of the appointment of PricewaterhouseCoopers, S.C. unless you specify otherwise.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” THE RATIFICATION OF PRICEWATERHOUSECOOPERS, S.C. AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2025.
Using a black ink pen, mark your votes with an X as shown in this example.
Please do not write outside the designated areas.
2025 Annual Meeting Proxy Card
IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.
(A) Proposals — The Board of Directors recommend a vote FOR Proposals 1, 2, 3 and 4.
To re-elect Stephanie Martinez as a Class I Director of the Company, to hold office for a further term of three years (until the conclusion of the Company’s annual meeting of shareholders in 2028).
To elect Angela Bakker Lee as a Class I Director of the Company, to hold office for a term of three years (until the conclusion of the Company’s annual meeting of shareholders in 2028), and in place of Jean-Francois Le Ruyet as a Class I Director of the Company.
For Against Abstain For Against Abstain
Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give
full title.
Date (mm/dd/yyyy) — Please print date below. Signature 1 — Please keep signature within the box. Signature 2 — Please keep signature within the box.
(B) Authorized Signatures — This section must be completed for your vote to count. Please date and sign below.
To elect Dennis Stevens as a Class I Director of the Company, to hold office for a term of three years (until the conclusion of the Company’s annual meeting of shareholders in 2028), and in place of Daniel Gertsacov as a Class I Director of the Company.
To ratify the appointment of PricewaterhouseCoopers, S.C. as the Company’s independent registered public accounting firm for 2024.
1UPX 6 5 0 7 6 2
Important notice regarding the Internet availability of proxy materials for the Annual Meeting of Shareholders.
IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.
The material is available at: www.edocumentview.com/TBBB
Proxy — BBB Foods Inc.
Notice of 2025 Annual Meeting of Shareholders
Proxy Solicited by Board of Directors for Annual Meeting — April 29, 2025
K. Anthony Hatoum and Eduardo Pizzuto, or any of them, each with the power of substitution, are hereby authorized to represent and vote the shares of the undersigned, with all the powers which the undersigned would possess if personally present, at the Annual Meeting of Shareholders of BBB Foods Inc. to be held on April 29, 2025 or at any postponement or adjournment thereof.
Shares represented by this proxy will be voted by the shareholder. If no such directions are indicated, the Proxies will have authority to vote FOR items 1, 2, 3 and 4.
In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the meeting.
(Items to be voted appear on reverse side)