BBB FOODS INC (TBBB): Morgan Stanley trims stake to 3.9% of Class A shares

Rhea-AI Filing Summary

Morgan Stanley reports an updated passive ownership position in BBB FOODS INC Class A Common Shares on Schedule 13G/A (Amendment No. 2). Morgan Stanley and certain reporting units now have shared voting power over 2,916,513 shares and shared dispositive power over 2,961,174 shares, representing 3.9% of the class. The filing states that, as of this date, Morgan Stanley has ceased to be the beneficial owner of more than five percent of this class of securities.

Key Figures

Shared voting power: 2,916,513 shares Shared dispositive power: 2,961,174 shares Beneficial ownership percentage: 3.9% +2 more

5 metrics

Shared voting power 2,916,513 shares Class A Common Shares of BBB FOODS INC reported by Morgan Stanley

Shared dispositive power 2,961,174 shares Class A Common Shares of BBB FOODS INC reported by Morgan Stanley

Beneficial ownership percentage 3.9% Percent of BBB FOODS INC Class A Common Shares beneficially owned

Ownership status Below 5% threshold Morgan Stanley ceased to be beneficial owner of more than five percent

Signature date 08/13/2026 Date Authorized Signatory Claire Gordon signed for Morgan Stanley

Key Terms

beneficial owner, shared voting power, shared dispositive power, dispositive power, +1 more

5 terms

beneficial owner financial

"has ceased to be the beneficial owner of more than five percent"

A beneficial owner is the person who ultimately owns or controls a financial asset or property, even if their name isn't directly on official documents. Think of it like someone who secretly holds the keys to a safe deposit box—others may appear to have access, but the true owner is the one who benefits from what's inside. Identifying beneficial owners helps ensure transparency and prevent illegal activities like money laundering or fraud.

shared voting power financial

"Shared Voting Power 2,916,513.00"

Shared voting power occurs when two or more parties jointly have the right to vote or decide how a block of company shares is cast, like co-owners who must agree before moving a piece of furniture. Investors care because who controls voting rights affects board elections, major corporate decisions and takeover outcomes, and shared control can alter regulatory disclosures and the practical influence any holder has over a company’s direction and value.

shared dispositive power financial

"Shared Dispositive Power 2,961,174.00"

dispositive power financial

"Sole Dispositive Power 0.00 8 | Shared Dispositive Power 2,961,174.00"

Dispositive power is the authority to decide the final outcome of an asset, legal claim, contract, or corporate action — in effect the power to dispose of or resolve something. For investors it matters because whoever holds that authority can determine who gets paid, who controls an asset or vote, and how risks and returns are allocated; think of it like holding the key that lets you lock in the winner or loser in a deal.

Schedule 13G regulatory

"this filing reflects the securities beneficially owned, or that may be deemed to be"

A Schedule 13G is a formal document that investors file with the government when they acquire a large ownership stake in a company, usually for investment purposes rather than control. It helps keep the public informed about who owns significant parts of a company's shares, which can influence how the company is managed and how investors make decisions. Filing this schedule is important for transparency and understanding the ownership landscape of publicly traded companies.

FAQ

What percentage of BBB FOODS INC (TBBB) does Morgan Stanley currently beneficially own?

Morgan Stanley reports beneficial ownership of 3.9% of BBB FOODS INC Class A Common Shares. This is based on 2,961,174 shares over which it has shared dispositive power, as disclosed in the Schedule 13G/A amendment.

How many BBB FOODS INC (TBBB) shares does Morgan Stanley have shared voting power over?

Morgan Stanley reports shared voting power over 2,916,513 BBB FOODS INC Class A Common Shares. It reports no sole voting power, indicating decisions are made jointly within the reporting units or affiliates described.

Has Morgan Stanley fallen below the 5% ownership threshold in BBB FOODS INC (TBBB)?

Yes. Morgan Stanley states it has ceased to be the beneficial owner of more than five percent of BBB FOODS INC’s Class A Common Shares. The filing reports current beneficial ownership at 3.9% of the class.

What is the total number of BBB FOODS INC (TBBB) shares Morgan Stanley can dispose of?

Morgan Stanley reports shared dispositive power over 2,961,174 BBB FOODS INC Class A Common Shares. It has no sole dispositive power, meaning authority to dispose is held on a shared basis across its reporting units.

Who signed the Schedule 13G/A for Morgan Stanley regarding BBB FOODS INC (TBBB)?

The amendment was signed by Claire Gordon as Authorized Signatory, Morgan Stanley on 08/13/2026. The signatory certifies the accuracy of the ownership information reported for the Morgan Stanley reporting units.

What limitation does Morgan Stanley note about the BBB FOODS INC (TBBB) holdings reported?

Morgan Stanley explains the filing covers securities beneficially owned by specific MS Reporting Units. It notes that securities held by other Morgan Stanley operating units whose ownership is disaggregated under SEC guidance are not included in this report.

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Available on EDGAR 08/13/2026 - 04:44 PM Accepted by SEC EDGAR 08/13/2026 - 04:43 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 2)

BBB FOODS INC

(Name of Issuer)

Class A Common Shares

(Title of Class of Securities)

G0896C103

(CUSIP Number)

06/30/2026

(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)

schemaVersion:

SCHEDULE 13G

CUSIP Number(s): G0896C103

1

Names of Reporting Persons

Morgan Stanley

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

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 2,916,513.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 2,961,174.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

2,961,174.00

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)

3.9 %

12

Type of Reporting Person (See Instructions)

HC, CO

Comment for Type of Reporting Person: As of the date hereof, Morgan Stanley has ceased to be the beneficial owner of more than five percent of the class of securities.

SCHEDULE 13G

Item 1.
(a)	Name of issuer: BBB FOODS INC
(b)	Address of issuer's principal executive offices: AV. PDTE. MASARYK 8, POLANCO V SECC,, MIGUEL HIDALGO, MEXICO CITY, O5, 11560
Item 2.
(a)	Name of person filing: Morgan Stanley
(b)	Address or principal business office or, if none, residence: 1585 Broadway, New York, NY 10036
(c)	Citizenship: Delaware
(d)	Title of class of securities: Class A Common Shares
(e)	CUSIP No.: G0896C103
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).
Item 4.	Ownership
(a)	Amount beneficially owned: See the response(s) to Item 9 on the attached cover page(s).
(b)	Percent of class: 3.9 %
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: See the response(s) to Item 5 on the attached cover page(s).
	(ii) Shared power to vote or to direct the vote: See the response(s) to Item 6 on the attached cover page(s).
	(iii) Sole power to dispose or to direct the disposition of: See the response(s) to Item 7 on the attached cover page(s).
	(iv) Shared power to dispose or to direct the disposition of: See the response(s) to Item 8 on the attached cover page(s).
Item 5.	Ownership of 5 Percent or Less of a Class.
	Ownership of 5 percent or less of a class
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
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.
	Not Applicable
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. * In Accordance with the Securities and Exchange Commission Release No. 34-39538 (January 12, 1998) (the "Release"), this filing reflects the securities beneficially owned, or that may be deemed to be beneficially owned, by certain operating units (collectively, the "MS Reporting Units") of Morgan Stanley and its subsidiaries and affiliates (collectively, "MS"). This filing does not reflect securities, if any, beneficially owned by any operating units of MS whose ownership of securities is disaggregated from that of the MS Reporting Units in accordance with the Release.

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.

Morgan Stanley

Signature:	Claire Gordon
Name/Title:	Authorized Signatory, Morgan Stanley
Date:	08/13/2026