BBB FOODS INC reports institutional ownership disclosure. Orbis Investment Management Ltd and Allan Gray Australia Pty Ltd filed an amendment on a Schedule 13G/A reporting collective beneficial ownership of 5,646,435 shares, representing 9% of Common Stock (CUSIP G0896C103). The filing lists Orbis with 5,630,319 shares (sole voting and dispositive power) and Allan Gray Australia with 16,116 shares. The filing includes certifications about comparable foreign regulatory schemes and is signed by an attorney-in-fact on 05/15/2026.
Positive
None.
Negative
None.
Insights
Large passive disclosure: two institutions report a combined 9% stake.
Orbis Investment Management Ltd is shown with 5,630,319 shares of Common Stock and Allan Gray Australia Pty Ltd with 16,116 shares, totaling 5,646,435 shares (reported as 9%). The filing is an amendment to a Schedule 13G/A and cites classification as Non-U.S. Institutions equivalent to an Investment Adviser.
Stake disclosures like this document present ownership scale; subsequent filings may show changes in holdings or voting arrangements. Cash‑flow treatment and any sale/purchase activity are not stated in the excerpt.
Filing includes regulatory comparability certification and standard group disclaimers.
The Reporting Persons certify that their foreign regulatory scheme is substantially comparable to U.S. equivalents and disclaim group beneficial ownership for each other. The schedule records sole voting and dispositive powers for each entity as listed.
Signatory is an attorney-in-fact dated 05/15/2026. The filing does not attach additional exhibits in the provided excerpt.
Key Figures
Combined beneficial ownership:5,646,435 sharesReported ownership percent:9%Orbis sole voting/dispositive power:5,630,319 shares+3 more
Reported ownership percent9%Item 4(b) percent of class
Orbis sole voting/dispositive power5,630,319 sharesItem 4(c)(i)/(iii) Orbis Investment Management Ltd
Allan Gray sole voting/dispositive power16,116 sharesItem 4(c)(i)/(iii) Allan Gray Australia Pty Ltd
CUSIPG0896C103Cover and Item 2(d)
Signature date05/15/2026Signature block for attorney-in-fact
Key Terms
Schedule 13G/A, Beneficially owned, Sole dispositive power, Non-U.S. Institution (FI) equivalent to an Investment Adviser (IA)
4 terms
Schedule 13G/Aregulatory
"Amendment on a Schedule 13G/A reporting beneficial ownership"
A Schedule 13G/A is an amended public filing with the U.S. securities regulator that updates a previous Schedule 13G, disclosing when an individual or group holds a substantial (typically over 5%) stake in a company and is claiming a passive, non‑controlling intent. Investors monitor these updates because rising or falling holdings can signal changing confidence, potential future moves, or shifts in voting power — like watching a public ledger where large shareholders quietly adjust their positions.
Beneficially ownedregulatory
"Amount beneficially owned: 5,646,435 (b) Percent of class: 9 %"
Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.
Sole dispositive powerregulatory
"Sole Dispositive Power 5,630,319.00"
Sole dispositive power is the exclusive legal authority to decide what happens to a security — for example, whether to sell, transfer, or retain shares — without needing anyone else’s permission. Investors care because it signals who truly controls the economic outcome of an investment: like holding the only key to a safe, the holder can realize gains or losses and may trigger regulatory reporting, insider rules, or influence over corporate ownership.
Non-U.S. Institution (FI) equivalent to an Investment Adviser (IA)regulatory
"classified as a Non-U.S. Institution (FI) that is equivalent to an Investment Adviser (IA)"
What stake do Orbis and Allan Gray report in BBB Foods (TBBB)?
They report combined beneficial ownership of 5,646,435 shares, or 9% of Common Stock. The Schedule 13G/A lists Orbis with 5,630,319 shares and Allan Gray Australia with 16,116 shares under CUSIP G0896C103.
How many shares does Orbis Investment Management Ltd control in BBB Foods?
Orbis reports sole voting and dispositive power over 5,630,319 shares. This figure appears in Item 4 of the amendment and is part of the combined 5,646,435 shares reported as 9% of the class.
Does the filing say whether these holdings are held for others?
Yes — the filing notes other persons have rights to dividends or proceeds related to the reported holdings. Item 6 explains third-party rights to dividends or sale proceeds for shares owned by the Reporting Persons.
When was the amendment signed and who signed it?
The amendment is signed by Matthew Gaarder as Attorney-in-Fact on 05/15/2026. The signature block in the excerpt shows the same signatory and date for both Reporting Persons' certifications.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
BBB FOODS INC
(Name of Issuer)
Common Stock
(Title of Class of Securities)
G0896C103
(CUSIP Number)
03/31/2026
(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
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
5,630,319.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
5,630,319.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
5,630,319.00
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)
9 %
12
Type of Reporting Person (See Instructions)
FI
SCHEDULE 13G
CUSIP Number(s):
G0896C103
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
16,116.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
16,116.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
16,116.00
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 %
12
Type of Reporting Person (See Instructions)
FI
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, MEXICO
11560
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 LIMITED: 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
(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).
Equivalent to IA.
Item 4.
Ownership
(a)
Amount beneficially owned:
5,646,435
(b)
Percent of class:
9 %
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
ORBIS INVESTMENT MANAGEMENT LTD - 5,630,319
Allan Gray Australia Pty Ltd - 16,116
(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 - 5,630,319
Allan Gray Australia Pty Ltd - 16,116
(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.
