BBB Foods Inc filings show two non-U.S. institutional filers reporting combined beneficial ownership of 6,719,878 shares, representing 10.7% of the class. Orbis Investment Management Ltd reports sole voting and dispositive power over 6,703,762 shares; Allan Gray Australia Pty Ltd reports 16,116 shares.
The filing is an amendment to a Schedule 13G/A and states the Reporting Persons are classified as a Non-U.S. Institution equivalent to an Investment Adviser and disclaims group beneficial ownership between them.
Positive
None.
Negative
None.
Insights
Two institutional holders report a combined 10.7% stake, led by Orbis.
The filing lists 6,719,878 shares beneficially owned in total, with 6,703,762 shares under Orbis's sole voting and dispositive power. This identifies a material, concentrated institutional stake in the issuer's capital structure.
Disclosure notes the Reporting Persons are Non-U.S. institutions equivalent to an Investment Adviser and that they do not treat each other as group members; subsequent filings would show any position changes.
Schedule 13G/A amendment confirms compliance framing and a foreign-regulatory comparability statement.
The filing includes a certification that the foreign regulatory scheme is substantially comparable to U.S. counterparts and offers to provide Schedule 13D-level detail upon request. Signatures are by an Attorney-in-Fact dated 06/05/2026.
Form language disclaims group status and attributes dividend/receipt rights to other persons where applicable; cash-flow treatment and timing of any transactions are not stated in the excerpt.
Key Figures
Combined beneficial ownership:6,719,878 sharesPercent of class:10.7%Orbis sole voting/dispositive power:6,703,762 shares+1 more
Percent of class10.7%reported percent of class in Item 4(a)
Orbis sole voting/dispositive power6,703,762 sharesOrbis reported sole voting and dispositive power
Allan Gray beneficial ownership16,116 sharesAllan Gray reported sole voting and dispositive power
Key Terms
Schedule 13G/A, Beneficial ownership, Sole dispositive power
3 terms
Schedule 13G/Aregulatory
"Amendment No. 2 )... SCHEDULE 13G/A"
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.
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
Sole dispositive powerregulatory
"7 | Sole Dispositive Power 6,703,762.00"
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.
Orbis reports beneficial ownership of 6,703,762 shares with sole voting and dispositive power. The Schedule 13G/A shows this is part of a combined 6,719,878-share position representing 10.7% of the class, dated in the amendment.
How much does Allan Gray Australia hold in BBB Foods (TBBB)?
Allan Gray Australia reports beneficial ownership of 16,116 shares with sole voting and dispositive power. The filing lists this alongside Orbis's larger position as part of a combined 6,719,878-share total (10.7%).
Do Orbis and Allan Gray act as a group in this filing for TBBB?
No. The filing explicitly states the Reporting Persons do not represent they are a group under Section 13(d)(3). Each disclaims beneficial ownership of shares reported by the other in Item 4(a) of the amendment.
What regulatory claim do the Reporting Persons make in the Schedule 13G/A?
They certify the applicable foreign regulatory scheme is substantially comparable to the U.S. institution regulation and offer to furnish Schedule 13D-level information to Commission staff upon request.
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)
Common Stock
(Title of Class of Securities)
G0896C103
(CUSIP Number)
05/31/2026
(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
6,703,762.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
6,703,762.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
6,703,762.00
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)
10.7 %
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:
6,719,878
(b)
Percent of class:
10.7 %
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
ORBIS INVESTMENT MANAGEMENT LTD - 6,703,762
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 - 6,703,762
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.
