Orbis, Allan Gray detail 10.2% National CineMedia (NCMI) stake

Rhea-AI Filing Summary

Orbis Investment Management Ltd and Allan Gray Australia Pty Ltd filed an amended Schedule 13G reporting passive ownership of National CineMedia, Inc. common stock as of 12/31/2025.

The reporting persons together beneficially own 9,523,889 shares, representing 10.2% of the outstanding common stock. Orbis holds sole voting and dispositive power over 9,438,230 shares, while Allan Gray holds sole voting and dispositive power over 85,659 shares. They state the securities are held in the ordinary course of business and not for the purpose of changing or influencing control.

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Accepted by SEC EDGAR 02/17/2026 - 12:09 PM Learn about SEC filing dates

FAQ

What ownership stake in NCMI does Orbis and Allan Gray report?

They report a combined beneficial ownership of 9,523,889 National CineMedia shares, equal to 10.2% of the common stock. Orbis holds 9,438,230 shares and Allan Gray holds 85,659 shares, all with sole voting and dispositive power.

Is the Orbis and Allan Gray stake in NCMI reported as passive?

Yes. They certify the NCMI shares were acquired and are held in the ordinary course of business. They state the holdings are not intended to change or influence control of National CineMedia and are not part of any control-related transaction.

Which entities are the reporting persons in this NCMI Schedule 13G/A?

The reporting persons are Orbis Investment Management Ltd of Bermuda and Allan Gray Australia Pty Ltd of Australia. Both are classified as non-U.S. institutions equivalent to investment advisers and each provides ownership information solely for its own holdings.

Do Orbis and Allan Gray consider themselves a group for NCMI ownership?

They expressly state that, despite filing together, none of the reporting persons represents it is a member of a group under Section 13(d)(3). Each disclaims beneficial ownership of any shares beneficially owned by the other reporting person.

Who has rights to dividends or sale proceeds from the NCMI shares?

They disclose that other persons have rights to receive dividends, direct dividend receipt, or receive sale proceeds from the NCMI shares beneficially owned by Orbis and Allan Gray. These rights relate to the securities identified in the Item 4(a) ownership figures.

When is the ownership date triggering this NCMI Schedule 13G/A?

The reported ownership relates to the date of event of 12/31/2025. That date is used to determine the beneficial ownership level and the 10.2% percentage of National CineMedia’s common stock disclosed in this amended Schedule 13G filing.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 2)

National CineMedia, Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

635309206

(CUSIP Number)

12/31/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. 635309206

1

Names of Reporting Persons

ORBIS INVESTMENT MANAGEMENT LTD

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

BERMUDA

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 9,438,230.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 9,438,230.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

9,438,230.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

10.1 %

12

Type of Reporting Person (See Instructions)

FI

SCHEDULE 13G

CUSIP No. 635309206

1

Names of Reporting Persons

Allan Gray Australia Pty Ltd

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

AUSTRALIA

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 85,659.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 85,659.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

85,659.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

0.1 %

12

Type of Reporting Person (See Instructions)

FI

SCHEDULE 13G

Item 1.
(a)	Name of issuer: National CineMedia, Inc.
(b)	Address of issuer's principal executive offices: 6300 S. SYRACUSE WAY, SUITE 300, CENTENNIAL, COLORADO 80111
Item 2.
(a)	Name of person filing: ORBIS INVESTMENT MANAGEMENT LTD Allan Gray Australia Pty Ltd
(b)	Address or principal business office or, if none, residence: ORBIS INVESTMENT MANAGEMENT LTD: Orbis House, 25 Front Street, Hamilton, Bermuda HM11 Allan Gray Australia Pty Ltd: Level 2, Challis House, 4 Martin Place, Sydney NSW2000, Australia
(c)	Citizenship: ORBIS INVESTMENT MANAGEMENT LTD - BERMUDA Allan Gray Australia Pty Ltd - AUSTRALIA
(d)	Title of class of securities: Common Stock, par value $0.01 per share
(e)	CUSIP No.: 635309206
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
	Equivalent to IA.
Item 4.	Ownership
(a)	Amount beneficially owned: 9,523,889
(b)	Percent of class: 10.2 %
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: ORBIS INVESTMENT MANAGEMENT LTD - 9,438,230 Allan Gray Australia Pty Ltd - 85,659
	(ii) Shared power to vote or to direct the vote: ORBIS INVESTMENT MANAGEMENT LTD - 0 Allan Gray Australia Pty Ltd - 0
	(iii) Sole power to dispose or to direct the disposition of: ORBIS INVESTMENT MANAGEMENT LTD - 9,438,230 Allan Gray Australia Pty Ltd - 85,659
	(iv) Shared power to dispose or to direct the disposition of: ORBIS INVESTMENT MANAGEMENT LTD - 0 Allan Gray Australia Pty Ltd - 0
Item 5.	Ownership of 5 Percent or Less of a Class.
	Not Applicable
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required. Other persons have the right to receive dividends from, the power to direct the receipt of dividends from, or the right to receive the proceeds from the sale of, the securities of the issuer identified in Item 4(a) that are beneficially owned by Orbis Investment Management Ltd. Another person has the right to receive dividends from, the power to direct the receipt of dividends from, or the right to receive the proceeds from the sale of, the securities of the issuer identified in Item 4(a) that are beneficially owned by Allan Gray Australia Pty Ltd.
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group. Information with respect to each of Orbis Investment Management Ltd and Allan Gray Australia Pty Ltd (collectively, the "Reporting Persons") is given solely by each such Reporting Person and no Reporting Person has responsibility for the accuracy or completeness of information supplied by any other Reporting Person. Orbis Investment Management Ltd and Allan Gray Australia Pty Ltd are classified as a Non-U.S. Institution (FI) that is equivalent to an Investment Adviser (IA). Notwithstanding that the Reporting Persons are making this filing together, none of the Reporting Persons represents that it is a member of a group for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended. Each Reporting Person disclaims beneficial ownership of any shares beneficially owned by any other Reporting Person as specified in Item 4(a).
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. By signing below I certify that, to the best of my knowledge and belief, the foreign regulatory scheme applicable to Orbis Investment Management Ltd and Allan Gray Australia Pty Ltd is substantially comparable to the regulatory scheme applicable to the functionally equivalent U.S. institution(s). I also undertake to furnish to the Commission staff, upon request, information that would otherwise be disclosed in a Schedule 13D.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

ORBIS INVESTMENT MANAGEMENT LTD

Signature:	Matthew Gaarder
Name/Title:	Attorney-in-Fact
Date:	02/17/2026

Allan Gray Australia Pty Ltd

Signature:	Matthew Gaarder
Name/Title:	Attorney-in-Fact
Date:	02/17/2026